UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 
 
FORM 10-K
(Mark One)
x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the fiscal year ended December 31, 2015
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 
 
For the transition period from              to             
Commission File Number 1-8864
USG CORPORATION
(Exact name of Registrant as Specified in its Charter)
Delaware
 
36-3329400
(State or Other Jurisdiction of
Incorporation or Organization)
 
(I.R.S. Employer
Identification No.)
 
 
 
550 W. Adams Street, Chicago, Illinois
 
60661-3676
(Address of Principal Executive Offices)
 
(Zip Code)
Registrant’s Telephone Number, Including Area Code: (312) 436-4000
Securities Registered Pursuant to Section 12(b) of the Act:
Title of Each Class
 
Name of Exchange on Which Registered
 
 
New York Stock Exchange
Common Stock, $0.10 par value
 
Chicago Stock Exchange
 
 
Preferred Stock Purchase Rights (subject to Rights
 
New York Stock Exchange
Agreement dated December 21, 2006, as amended)
 
Chicago Stock Exchange
Securities Registered Pursuant to Section 12(g) of the Act: None
 
 
Indicate by check mark whether the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act.    Yes   o    No  x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     Yes  x   No  o
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
 
x
 
Accelerated filer
 
o
 
 
 
 
Non-accelerated filer
 
o
 
Smaller reporting company
 
o
Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2).    Yes  o    No  x
The aggregate market value of the registrant’s common stock held by non-affiliates computed by reference to the New York Stock Exchange closing price on June 30, 2015 (the last business day of the registrant’s most recently completed second fiscal quarter) was approximately $2,397,161,732. Solely for this purpose, directors, executive officers and greater than 10% record shareholders are considered the affiliates of the registrant.
The number of shares of the registrant’s common stock outstanding as of January 31, 2016 was 145,669,400.
 
Documents Incorporated By Reference: Certain sections of USG Corporation’s definitive Proxy Statement for use in connection with its 2016 annual meeting of stockholders, to be filed subsequently, are incorporated by reference into Part III of this Form 10-K Report where indicated.
 

Table of Contents

TABLE OF CONTENTS
 
 
 
Page
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
 
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
 
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
 
Item 15.
 
 

Table of Contents

PART I
 
Item 1.
BUSINESS
In this annual report on Form 10-K, “USG,” “we,” “our” and “us” refer to USG Corporation, a Delaware corporation, and its subsidiaries included in the consolidated financial statements, except as otherwise indicated or as the context otherwise requires.
General
USG, through its subsidiaries, is a leading manufacturer and distributor of building materials. We produce a wide range of products for use in new residential, new nonresidential, and residential and nonresidential repair and remodel construction as well as products used in certain industrial processes. Our businesses are cyclical in nature and sensitive to changes in general economic conditions, including conditions in the North American housing and construction-based markets and the markets in Asia and Australasia. Our expansion via two 50/50 joint ventures we formed in 2014 with Boral Limited, referred to as USG Boral Building Products into the markets of Asia, Australasia, and the Middle East has significantly increased our exposure to the economic conditions in those areas.
The effects of market conditions on our operations are discussed in Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Recent Developments
In December 2015, we completed the sale of our 50% interest in Knauf/USG Verwaltungs GmbH and Knauf/USG Systems GmbH & Co. KG, collectively the Knauf-USG joint venture, to our joint venture partner, Knauf Aquapanel GmbH, or Knauf, for €48 million in cash, or approximately $52 million. Also during 2015, we completed the exit of our shipping operations, Gypsum Transportation Limited, or GTL, and sold the two ships it owned for $42 million and repaid the outstanding loan balance under its secured loan facility agreement. See Notes 3 and 13, respectively, in Part II, Item 8 of this report for further information.
Segments
Our operations are organized into four reportable segments: Gypsum, Ceilings, Distribution and USG Boral Building Products, or UBBP. The net sales of Gypsum, Ceilings, and Distribution accounted for approximately 55%, 12% and 33%, respectively, of our 2015 consolidated net sales. UBBP is accounted for as equity method investments, and thus, net sales of UBBP are not included in consolidated net sales.
Gypsum
BUSINESS
Our Gypsum segment manufactures and markets gypsum and related products in the United States, Canada, Mexico and Latin America. It includes United States Gypsum Company, or U.S. Gypsum, in the United States, CGC Inc., or CGC, in Canada, USG Mexico, S.A. de C.V., or USG Mexico, and subsidiaries in Latin America. U.S. Gypsum is the largest manufacturer of gypsum wallboard in the United States and accounted for approximately 26% of total industry shipments of gypsum board (which includes gypsum wallboard, other gypsum-related paneling products and imports) in the United States in 2015. CGC is the largest manufacturer of gypsum wallboard in eastern Canada. USG Mexico is the largest manufacturer of gypsum wallboard in Mexico with more than 55% market share in 2015.
PRODUCTS
Gypsum’s products are used in a variety of building applications to construct walls, ceilings, roofs and floors of residential, commercial and institutional buildings, as well as in certain industrial applications. We also produce gypsum-based products for agricultural and industrial customers to use in a wide variety of applications, including soil conditioning, road repair, fireproofing and ceramics. The major product lines within the Gypsum segment are:

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WALLBOARD
Sheetrock® brand gypsum wallboard and Securock® brand glass mat sheathing portfolios
Gypsum panels that provide aesthetic as well as sound-dampening, fire-retarding, abuse-resistance and moisture-control value
SURFACES
Sheetrock® brand joint compound portfolio, as well as corner bead, joint tape, and plaster
Used for finishing wallboard joints
SUBSTRATES
Durock® brand cement board
Provides water and fire-resistant assemblies for both interior and exterior applications
Fiberock® brand backerboard
Includes abuse-resistant interior wall panels, tile backer boards, and flooring underlayments
Levelrock® brand systems of poured gypsum flooring
Provides surface leveling and enhanced sound-dampening performance for residential and commercial flooring applications
Securock® brand roof board, ExoAir®  430 brand air-water barrier system and industrial gypsum
Engineered gypsum panels, designed for high performance building envelope solutions, providing structural performance, fire-resistance, and moisture and air control
Construction plaster products, sold under the brand names Red Top®, Imperial®, Diamond® and Supremo®
Used to provide a custom finish for residential and commercial interiors and provide aesthetic, sound-dampening, fire-retarding and abuse-resistance value
As the leader in lightweight innovation, we offer the industry's broadest portfolio of lightweight gypsum panels. In 2010, we introduced USG Sheetrock® Brand UltraLight Panels, the industry's first lightweight gypsum wallboard panel for use in interior wall and ceiling applications and have continued to extend our lightweight portfolio with the introductions of:
•
USG Sheetrock® Brand UltraLight Panels Firecode 30® and Firecode X® for fire rated assemblies;
•
USG Sheetrock® Brand UltraLight Panels Mold Tough®, the industry's first lighweight moisture- and mold-resistant wallboard; and,
•
USG Sheetrock® Brand MH UltraLight Gypsum Panels for manufactured housing and Gypsum Base Imperial® for veneer plaster systems.
USG Sheetrock® Brand UltraLight Panels accounted for 65% of all of our wallboard shipments in the United States in 2015 and 63% in 2014.
MANUFACTURING
Gypsum manufactures products at 44 plants located throughout the United States, Canada, Mexico, and Latin America.
Gypsum rock is mined or quarried at 13 company-owned locations in North America. Our mines and quarries provided approximately 49% of the gypsum used by our plants in North America in 2015.
Some of our manufacturing plants purchase or acquire synthetic gypsum and natural gypsum rock from outside sources. In 2015, outside purchases of synthetic gypsum and natural gypsum rock accounted for approximately 42% and 9%, respectively, of the gypsum used in our plants.
Synthetic gypsum is a byproduct of flue gas desulphurization carried out by electric generation or industrial plants that burn coal as a fuel. The suppliers of this kind of gypsum are primarily power companies, which are required to operate scrubbing equipment for their coal-fired generating plants under federal environmental regulations. We have entered into a number of long-term supply agreements to acquire synthetic gypsum. Six of our 21 gypsum wallboard plants in operation use synthetic gypsum for all of their needs, while another six use it for a portion of their needs. The U.S. Environmental Protection Agency currently classifies synthetic gypsum as a non-hazardous waste. Certain power companies have recently switched to using natural gas instead of coal for their electric generation needs. In the event more power companies switch to using natural gas instead of coal, the availability of synthetic gypsum may decrease. See Item 1A, Risk Factors.
We produce wallboard paper at four company-owned production facilities located in the United States. Vertical integration in paper helps to ensure a continuous supply of high-quality paper that is tailored to the specific needs of our production processes. We augment our paper needs through purchases from outside suppliers when necessary. We did not make any material purchases of paper from outside suppliers in 2015.

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MARKETING AND DISTRIBUTION
Our gypsum products are distributed through L&W Supply locations, other specialty wallboard distributors, building materials dealers, home improvement centers and other retailers and contractors. Sales of gypsum products are seasonal in the sense that sales are generally greater from spring through the middle of autumn than during the remaining part of the year.
Based on our estimates using publicly available data, internal surveys and industry shipment data for gypsum board, as reported by the Gypsum Association, we estimate that during 2015 volume demand for gypsum board was generated by:
•
residential and nonresidential repair and remodel activity of about 52%,
•
new residential construction of about 36%,
•
new nonresidential construction of about 7%, and
•
other activities, such as exports and temporary construction of about 5%.
COMPETITION
Industry shipments of gypsum board in the United States (including gypsum wallboard, other gypsum-related paneling products and imports), as reported by the Gypsum Association, were an estimated 22.3 billion square feet in 2015, up approximately 2% from 21.8 billion square feet in 2014. U.S. Gypsum’s share of the gypsum board market in the United States, which includes for comparability its shipments of USG Sheetrock® brand gypsum wallboard, Fiberock® brand gypsum fiber panels and Securock® brand glass mat sheathing, was approximately 26% in 2015, unchanged from 2014.
The principal methods of competition are quality of products, service, pricing, compatibility of systems and product design features. Our principal competitors are as follows:
 
United States
 
Canada
 
Mexico
National Gypsum Company
x
 
 
 
 
CertainTeed Corporation (a subsidiary of Compagnie de Saint-Gobain SA)
x
 
x
 
 
Georgia-Pacific (a subsidiary of Koch Industries, Inc.)
x
 
x
 
 
American Gypsum Company LLC (a unit of Eagle Materials Inc.)
x
 
 
 
 
Continental Building Products, Inc.
x
 
 
 
 
PABCO Gypsum (a division of PABCO Building Products)
x
 
 
 
 
Cabot Gypsum Company
 
 
x
 
 
Panel Rey, S.A. (a Grupo Promax Company)
 
 
 
 
x
Plaka (a unit of Comex)
 
 
 
 
x
Ceilings
BUSINESS
Our Ceilings segment manufactures and markets interior systems products in the United States, Canada, Mexico, and Latin America. Ceilings includes USG Interiors, LLC, or USG Interiors in the United States, CGC, USG Mexico and subsidiaries in Latin America. Ceilings is a leading supplier of interior ceilings products used primarily in commercial applications. We estimate that we are the second-largest manufacturer of ceiling grid and acoustical ceiling tile worldwide.

As discussed below under USG Boral Building Products, or UBBP, on February 27, 2014, we invested with Boral Limited in UBBP and, in connection therewith, contributed to UBBP our operations in the Asia-Pacific region. As such, our Ceilings reportable segment included the results and activities of our subsidiaries in the Asia-Pacific region through February 27, 2014 within USG International.
PRODUCTS
Ceilings manufactures ceiling tile in the United States and ceiling grid in the United States, Canada and, through February 27, 2014, the Asia-Pacific region. It markets ceiling tile and ceiling grid in the United States, Canada, Mexico, Latin America, and through February 27, 2014, the Asia-Pacific region. Our integrated line of ceilings products provides qualities such as sound absorption, fire retardation and convenient access to the space above the ceiling for electrical and mechanical systems, air distribution and maintenance. Ceilings’ significant brand names include the Radar™, Eclipse™, Mars™, and Halcyon™ brands of ceiling tile and the Donn®, DX®, Fineline®, Centricitee™, Identitee® DXI™, Curvatura™ and Compasso® brands of ceiling grid.

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MANUFACTURING
Ceilings manufactures products at 8 plants located in North America. Principal raw materials used to produce Ceilings’ products include mineral fiber, steel, perlite and starch. We produce some of these raw materials and obtain others from outside suppliers.
MARKETING AND DISTRIBUTION
Ceilings sells products primarily in markets related to the construction and renovation of nonresidential buildings. During 2015, approximately:
•
71% of Ceilings’ net sales were from repair and remodel activity, primarily nonresidential,
•
27% of its net sales were from new nonresidential construction, and
•
2% of its net sales were from new residential construction.
Products are marketed and distributed through a network of distributors, installation contractors, L&W Supply locations and home improvement centers. Sales of Ceilings’ products are seasonal in nature. Sales are generally weaker in the fourth quarter of the calendar year as compared to the preceding three quarters.
COMPETITION
Principal methods of competition are quality of products, service, pricing, compatibility of systems and product design features.
Our principal competitors in our Ceilings business are:
 
United States
 
Canada
 
Mexico
Ceiling Tile
 
 
 
 
 
Armstrong World Industries, Inc.,
x
 
x
 
x
Rockfon (a subsidiary of Rockwool International A/S)
x
 
x
 
 
CertainTeed Corporation (a subsidiary of Compagnie de Saint-Gobain SA)
x
 
x
 
x
Knauf AMF GmbH & Co. KG
x
 
x
 
 
Odenwald Faserplattenwerk GmbH (OWA)
x
 
x
 
 
 
 
 
 
 
 
Ceiling Grid
 
 
 
 
 
WAVE (a joint venture between Armstrong World Industries, Inc. and Worthington Industries)
x
 
x
 
 
Chicago Metallic Corporation (a subsidiary of Rockwool International A/S)
x
 
x
 
 
CertainTeed Corporation (a subsidiary of Compagnie de Saint-Gobain SA)
x
 
x
 
x
Distribution
BUSINESS
Our Distribution segment consists of L&W Supply Corporation and its subsidiaries, or L&W Supply, a leading distributor of gypsum wallboard and other building materials in the United States. In 2015, L&W Supply distributed approximately 7% of all gypsum board in the United States, including approximately 30% of U.S. Gypsum’s gypsum board production. During 2015, approximately:
•
35% of L&W Supply’s net sales were from residential and nonresidential repair and remodel activity,
•
40% of its net sales were from new nonresidential construction, and
•
25% of its net sales were from new residential construction.
MARKETING AND DISTRIBUTION
L&W Supply is a service-oriented business that stocks a wide range of construction materials. It delivers less-than-truckload quantities of construction materials to job sites and places them in areas where work is being done, thereby reducing the need for handling by contractors. L&W Supply specializes in the distribution of gypsum wallboard (which accounted for 37% of its 2015 net sales) and joint compound manufactured by U.S. Gypsum as well as other manufacturers. Further, L&W Supply distributes products manufactured by USG Interiors, such as acoustical ceiling tile and grid, as well as products of other manufacturers, including drywall metal, insulation, roofing, fasteners and exterior insulation finishing systems. Sales of L&W Supply’s products are seasonal in nature and are generally greater from spring through autumn when access to job sites is easier and construction activity is at its peak. L&W Supply leases nearly all of its facilities from third parties. Typical leases have terms of five years and include renewal options.
As of December 31, 2015, L&W Supply served its customers from 142 distribution branches in the United States. It operated 145 branches as of December 31, 2014 and 143 branches as of December 31, 2013. In 2015, we closed 4 distribution branches and opened one new branch. Two new branches were opened in 2014 and none were closed.

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COMPETITION
L&W Supply competes with a number of specialty wallboard distributors, lumber dealers, hardware stores, home improvement centers and acoustical ceiling tile distributors. Its principal competitors include Gypsum Management Supply, a national supplier of building materials, Foundation Building Materials and KCG, Inc., both of which are multi-regional suppliers in the United States, and Allied Building Products Corporation in the northeastern, southern and western United States. Principal methods of competition are location, service, range of products and pricing.
USG Boral Building Products
BUSINESS
On February 27, 2014, we and certain of our subsidiaries formed 50/50 joint ventures, USG Boral Building Products Pte. Limited, a company organized under the laws of Singapore, and USG Boral Building Products Pty Limited, a company organized under the laws of Australia, with Boral Limited, or Boral. These joint ventures are referred to as USG Boral Building Products, or UBBP. UBBP manufactures, distributes and sells certain building products, mines raw gypsum and sells natural and synthetic gypsum throughout Asia, Australasia and the Middle East. UBBP is a leader in most of the markets it serves. As part of the consideration for our 50% ownership in UBBP, we contributed to UBBP our subsidiaries and joint venture investments in Asia-Pacific, India and Oman. Our investments in UBBP are accounted for as equity method investments. Our existing wholly owned subsidiaries and consolidated variable interest entities that were contributed into the joint venture were deconsolidated as of February 27, 2014. See Note 3 to the consolidated financial statements in Part II, Item 8 of this report for additional information related to our equity method investments.
PRODUCTS
UBBP manufactures and distributes products for wall, ceiling, floor lining and exterior systems that utilize gypsum wallboard, referred to as plasterboard in the region in which UBBP operates, mineral fiber ceiling tiles, steel grid and joint compound. UBBP's significant brand names include USG Boral Sheetrock® premium plasterboard, USG Boral NextGen®, Elephant®, Jayaboard®, Durock® and Donn® DX®, the world’s most widely specified and installed ceiling suspension system. UBBP launched USG Boral Sheetrock® products, which leverages the technology in USG Sheetrock®, in Australia, South Korea, Indonesia, Vietnam, China and Thailand. UBBP is able to sell USG Boral Sheetrock® at a premium price and, in some markets, conversion rates have surpassed 10%, while in Australia the conversion rate is above 30%.
MANUFACTURING
UBBP has 25 plasterboard lines, 3 gypsum mines and 37 other non-board lines for metal products, metal ceiling grid, ceiling tile, joint compound, and cornice throughout twelve countries in Asia, Australasia and the Middle East.
Executive Officers of the Registrant
See Part III, Item 10, Directors, Executive Officers and Corporate Governance - Executive Officers of the Registrant (as of February 10, 2016).
Other Information
RESEARCH AND DEVELOPMENT
To contribute to our high standards and our leadership in the building materials industry, we perform extensive research and development at the USG Corporate Innovation Center in Libertyville, Illinois, using open innovation models and outside partnerships. Research team members collaborate with suppliers, universities and national research laboratories to provide product support and to develop new products and technologies for our operating units. With fire, acoustical, structural and environmental testing capabilities, the research center allows us to conduct our own on-site evaluation of products and systems. Chemical analysis and materials characterization support product development and safety/quality assessment programs. Development activities can be taken to an on-site pilot plant before being transferred to a full-size plant. Research and development activities have been focused on customer preferred system solutions. We expense research and development expenditures as incurred. These expenditures amounted to $23 million, $23 million and $21 million in 2015, 2014 and 2013, respectively.
SUSTAINABILITY
The adoption of green building codes and standards such as the Leadership in Energy and Environmental Design, or LEED, rating system established by the U.S. Green Building Council to encourage the design and construction of buildings that are environmentally friendly, combined with an increase in customer preference for products that can assist in obtaining LEED credit or are otherwise environmentally preferable, has increased demand for products, systems and services that contribute to building sustainable spaces. Many of our products meet the requirements for the awarding of LEED credits, and we continue to develop new products and systems to address market demand for products that enable construction of buildings that require

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fewer natural resources to build, operate and maintain. Our competitors also have developed and introduced to the market more environmentally responsible products.
We expect that there will be increased demand over time for products, systems and services that meet regulatory and customer sustainability standards and preferences and decreased demand for products that produce significant greenhouse gas emissions. We also believe that our ability to continue to provide these products and systems to our customers will be necessary to maintain our competitive position in the marketplace.
ENERGY
Our primary supplies of energy have been adequate, and we have not been required to curtail operations as a result of insufficient supplies. Supplies are likely to remain sufficient for our projected requirements. Currently, we are using swap contracts to hedge a significant portion of our anticipated purchases of natural gas to be used in our manufacturing operations over the next 12 months and beyond. We review our positions regularly and make adjustments as market conditions warrant.
SIGNIFICANT CUSTOMER
On a worldwide basis, The Home Depot, Inc. accounted for approximately 16%, 16% and 15% of our consolidated net sales in 2015, 2014 and 2013, respectively. Our Gypsum, Ceilings and Distribution segments all had net sales to The Home Depot, Inc. in each of those years.
INTELLECTUAL PROPERTY
We consider patents, copyrights, trademarks, trade secrets, proprietary technology and similar intellectual property as critical to our success. We hold numerous patents and have registered numerous trademarks of varying duration in multiple legal jurisdictions. Further, we have filed patent applications and applications for the registration of trademarks in the United States and internationally. Although we consider our patents, licenses and trade secrets to constitute valuable assets, we do not regard any of our businesses as being materially dependent upon individual patents, trade secrets, or licenses.
OTHER
Because we fill orders upon receipt, no segment has any significant order backlog.
None of our segments has any special working capital requirements.
No material part of our business is subject to renegotiation of profits or termination of contracts or subcontracts at the election of any government.
As of December 31, 2015, we had approximately 8,900 employees worldwide.
See Note 14 to the consolidated financial statements in Part II, Item 8 of this report for financial information pertaining to revenue and assets by geographic region and our segments, and Item 1A, Risk Factors, for information regarding the risks associated with conducting business in international locations, as well as the possible effects that compliance with environmental laws and regulations may have on our businesses and operating results.
Available Information
We maintain a website at www.usg.com and make available at this website our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after they are electronically filed with or furnished to the Securities and Exchange Commission, or SEC. The information on our website is not, and will not be deemed to be, a part of this Annual Report on Form 10-K, or incorporated into any of our other filings with the SEC, except where we expressly incorporated such information. If you wish to receive a paper copy of any exhibit to our reports filed with or furnished to the SEC, the exhibit may be obtained, upon payment of reasonable expenses, by writing to: Corporate Secretary, USG Corporation, 550 West Adams Street, Chicago, Illinois 60661-3676.


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Item 1A.
RISK FACTORS
Our business, financial condition, operating results and cash flows are subject to various risks and uncertainties. We have described below significant factors that may adversely affect our industry and our business, financial condition, operating results and cash flows. You should carefully consider these factors, together with all of the other information in this annual report on Form 10-K and in other documents that we file with the SEC, before making any investment decision about our securities.
Our businesses are cyclical and seasonal in nature, and are particularly dependent on the housing and construction-based markets. Stalled momentum, or future downturns or delays in the recovery of these markets, may have a material adverse effect on our business, financial condition, operating results and cash flows.
Our businesses are cyclical and sensitive to changes in general economic conditions, including, in particular, conditions in the North American housing and construction-based markets. Housing starts and new nonresidential construction in the United States gained momentum in 2015 but still remain low by historical standards, with approximately 1.1 million housing starts in 2015 according to preliminary data reported by the U.S. Census Bureau compared to a historical annual rate of approximately 1.5 million prior to the 2008 economic downturn. Further, the residential and non-residential repair and remodel market has only experienced modest year over year increases after years of substantial decline. We cannot predict the conditions of the housing and construction-based markets, which may depend on broader economic issues including employment, household formation, home ownership rate, existing home price trends, availability of mortgage financing, interest rates, consumer confidence, job growth and discretionary business investment. We also cannot provide any assurances that the housing and construction-based markets will continue to recover. Adverse conditions in these markets, or the failure of these markets to return to historical levels, may have a material adverse effect on our business, financial condition, operating results and cash flows.
In addition, our businesses are seasonal, which has caused in the past, and will likely cause in the future, our quarterly results to vary significantly. Unfavorable weather conditions, such as snow or heavy rainfall, may also reduce construction activity and adversely affect demand for our products. In particular, unfavorable weather conditions during peak construction periods could have a disproportionate impact on our operating results for the full year. In the event of climate change, the effects of adverse weather patterns may increase in severity.
We may not be able to maintain current price levels, or achieve price increases, for our products, which may have a material adverse effect on our business, financial condition, operating results and cash flows.
Prices for our products are affected by overall supply and demand in the markets for our products. Market prices of building products historically have been volatile and cyclical. Currently, there is significant excess wallboard production capacity industry wide in the United States. Any increases in the production capacity of any of our competitors, or the entry of new competitors in our markets, could increase the overall supply in the markets for our products potentially leading to a reduction in prices. A prolonged period of weak demand or excess supply in any of our businesses may have a material adverse effect on our business, financial condition, operating results and cash flows. We implemented a not-to-exceed price increase for wallboard with the new price being set for January 1, 2015, which has been extended into 2016. It is uncertain that we will be able to achieve or maintain an increase in our selling prices, including with respect to gypsum wallboard. If we are unable to achieve or maintain price increases, our net sales, operating results and cash flows may be materially and adversely impacted.
Our substantial indebtedness may adversely affect our business, financial condition, operating results and cash flows.
As of December 31, 2015, we had $2.175 billion of total debt, consisting of senior notes and industrial revenue bonds. Our substantial indebtedness may have material adverse effects on our business, financial condition, operating results and cash flows, including to:
•
make it more difficult, or increase the cost, to satisfy our debt service obligations or refinance our indebtedness on commercially reasonable terms;
•
require us to dedicate a substantial portion of our cash flows from operations to payments on our indebtedness, thereby reducing the availability of our cash flows to fund working capital, capital expenditures, research and development and other general operating requirements;
•
limit our ability to obtain additional financing to fund our working capital requirements, capital expenditures, research and development, acquisitions, investments, debt service obligations and other general corporate requirements;

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•
place us at a relative competitive disadvantage compared to our competitors that have proportionately less debt;
•
limit our flexibility to plan for, or react to, changes in our businesses and the industries in which we operate; and
•
increase our vulnerability to the current and potentially more severe adverse general economic and industry conditions.
Under the terms of our debt instruments, we are permitted to incur substantial additional indebtedness. If we incur additional indebtedness, the risks related to our indebtedness may intensify.
We require a significant amount of liquidity to service our indebtedness and fund operations, capital expenditures, research and development efforts, acquisitions and other corporate expenditures.
Our ability to fund operations, capital expenditures, research and development efforts, acquisitions and other corporate expenditures, including repayment of our indebtedness, depends on our ability to generate cash through future operating performance, which is subject to economic, financial, competitive, legislative, regulatory and other factors. Many of these factors are beyond our control. We cannot ensure that our businesses will generate sufficient cash flow from operations or that future borrowings or other financing will be available to us in an amount sufficient to pay our indebtedness or to fund our other needs.
We are required to post letters of credit or cash as collateral primarily in connection with our hedging transactions, insurance programs and bonding activities. The amounts of collateral we are required to post may vary based on our financial position and credit ratings. Use of letters of credit as collateral reduces our borrowing availability under our domestic revolving credit agreement and, therefore, like the use of cash as collateral, reduces our overall liquidity and our ability to fund other business activities.
If we are unable to generate sufficient cash flow to fund our needs, we may need to pursue one or more alternatives, such as to:
•
curtail our operations;
•
reduce or delay planned capital expenditures, research and development or acquisitions;
•
seek additional financing or restructure or refinance all or a portion of our indebtedness at or before maturity;
•
sell assets or businesses; or
•
sell additional equity.
Any curtailment of operations, reduction or delay in planned capital expenditures, research and development or acquisitions, or any sales of assets or businesses, may materially and adversely affect our future revenue prospects. In addition, we cannot ensure that we will be able to raise additional equity capital, restructure or refinance any of our indebtedness or obtain additional financing on commercially reasonable terms or at all.
We face competition in each of our businesses. If we cannot effectively compete in the marketplace, our business, financial condition, operating results and cash flows may be materially and adversely affected.
We face competition in each of our businesses. Principal methods of competition include quality and range of products, service, location, pricing, compatibility of systems and product design features. Actions of our competitors, or the entry of new competitors in our markets, could lead to lower pricing by us in an effort to maintain market share and could also lead to lower sales volumes. To achieve and/or maintain leadership positions in key product categories, we must continue to develop brand recognition and loyalty, enhance product quality and performance, introduce new products and develop our manufacturing and distribution capabilities. In addition, several of our plants are dedicated to specific products. If any of those plants are unable to operate for a prolonged period it would reduce our ability to effectively compete, which may materially and adversely affect our business, financial condition, operating results and cash flows.
We also compete through our use and improvement of information technology. In order to remain competitive, we need to provide customers with timely, accurate, easy-to-access information about product availability, orders and delivery status using state-of-the-art systems. While we have provided manual processes for short-term failures and disaster recovery capability, a prolonged disruption of systems or other failure to meet customers’ expectations regarding the capabilities and reliability of our systems may materially and adversely affect our operating results.

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We have remained a market leader in part through innovation. We intend to continue making investments in research and development to develop new and improved products and more efficient production methods in order to maintain our market leadership position. If we do not make these investments, or our investments are not successful, our revenues, operating results and market share could be materially and adversely affected. In addition, there can be no assurance that revenue from new products or enhancements will be sufficient to recover the research and development expenses associated with their development.
Certain of our customers have significant buying power, which may materially and adversely affect our revenues, financial condition, operating results and cash flows.
Certain of our important customers are large companies with significant buying power. In addition, potential further consolidation in our distribution channels could enhance the ability of certain of our customers to seek more favorable terms, including pricing, for the products that they purchase from us. Accordingly, our ability to maintain or raise prices in the future may be limited, including during periods of raw material and other cost increases. If we are forced to reduce prices or to maintain prices during periods of increased costs, or if we lose customers because of pricing or other methods of competition, our revenues, financial condition, operating results and cash flows may be materially and adversely affected.
Our customers and suppliers are exposed to risks associated with economic and financial conditions that could adversely affect us.
A number of our customers and suppliers have been and may continue to be adversely affected by weak financial conditions in their markets, disruptions to the capital and credit markets and decreased demand for their products and services. In the event that any of our large customers, or a significant number of smaller customers, are adversely affected by these risks, we may face reductions in demand for our products and services, failure of customers to pay invoices when due and other adverse effects that may have a material adverse effect on our business, financial condition, operating results and cash flows. Similarly, in the event that any of our large suppliers, or a significant number of smaller suppliers, are adversely affected by these risks, we may face disruptions in supply and other adverse effects that may have a material adverse effect on our business, financial condition, operating results and cash flows.
The loss of sales to one or more of our major customers may have a material adverse effect on our business, financial condition, operating results and cash flows.
We face strong competition for our major customers. As is customary in our industry, we do not enter into long-term contracts with our customers, who may choose to reduce, delay or cancel purchases of our products at any time. If one or more of our major customers reduces, delays or cancels substantial orders, our business, financial condition, operating results and cash flows may be materially and adversely affected, particularly for the period in which the reduction, delay or cancellation occurs and also possibly for subsequent periods.
If costs of key raw materials or energy increase, or the availability of key raw materials or energy decreases, our cost of products sold will increase and our operating results or cash flows may be materially and adversely affected.
The cost and availability of raw materials and energy are critical to our operations. For example, we use substantial quantities of gypsum, wastepaper, mineral fiber, steel, perlite and starch. The cost of certain of these items has been volatile, and availability has sometimes been limited. We obtain some of these materials from a limited number of suppliers, which increases the risk of unavailability. We may not be able to pass increased raw material prices on to our customers in the future if the market or existing agreements with our customers do not allow us to raise the prices of our finished products. If price adjustments for our finished products significantly trail the increase in raw material prices, or if we cannot effectively hedge against price increases, our operating results or cash flows may be materially and adversely affected.
Approximately half of the gypsum used in our wallboard plants is synthetic gypsum, which is a coal-combustion byproduct resulting primarily from flue gas desulphurization carried out by electric generation or industrial plants burning coal as a fuel. Six of our 21 gypsum wallboard plants in operation use synthetic gypsum for all of their needs, while another six use it for some of their needs. The suppliers of synthetic gypsum are primarily power companies, and certain power companies have recently switched to using natural gas instead of coal for their electric generation needs. In addition, existing or future changes in environmental regulations may make it more difficult or costly for power companies to burn coal, including the U.S. EPA’s final Clean Power Plan issued in 2015, which may result in a further shift away from coal-based sources of energy to natural gas and renewable energy sources. In the event more power companies switch to using natural gas instead of coal, the availability of synthetic gypsum may decrease. We could incur substantial costs in connection with any significant reduction in the availability of synthetic gypsum, including to convert our plants to use natural gypsum, which may materially and adversely

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affect our business, financial condition, operating results or cash flows. Further, although the U.S. EPA issued a final rule in December 2014 providing that there are no additional regulatory requirements on the use of synthetic gypsum, legal challenges to this final rule, or subsequent state legislation, could result in laws or regulations that adversely affect the classification, use, storage and disposal of synthetic gypsum, which may result in a material adverse effect on our business, financial condition, operating results and cash flows.
Energy costs also are affected by various market factors, including the availability of supplies of particular forms of energy, energy prices and local and national regulatory decisions. Prices for natural gas and electrical power, which are significant components of the costs associated with production of our gypsum and interior systems products, have been volatile in recent years. There may be substantial increases in the price, or a decline in the availability, of energy in the future, especially in light of instability or possible dislocations in some energy markets. We are not always able to pass on increases in energy costs to our customers through increases in product prices.
We use natural gas extensively in the production of gypsum and interior systems products in the United States, Canada and Mexico. In an attempt to reduce our price risk related to fluctuations in natural gas prices, we enter into hedging agreements using swaps. We benefit from the hedge agreements when spot prices exceed contractually specified prices. We are disadvantaged by the hedge agreements when spot prices are less than contractually specified prices.
In addition, the results of our hedging agreements could be negative in any period depending on price changes in the hedged exposures. Further, changes to the price of natural gas, including as a result of environmental or other legislation, could result in changes to the value of our hedging contracts, which could impact our results of operations for a particular period. Our hedging activities are not designed to mitigate long-term natural gas price fluctuations and, therefore, will not protect us from long-term natural gas price increases.
Any substantial or extended decline in prices of, or demand for, natural gas that has been hedged could cause our production costs to be greater than those of our competitors. A significant production cost differential could have a material adverse effect on our business, financial condition, operating results and cash flows.
Our exposure to the risks of operating internationally could adversely affect our business, financial condition, operating results and cash flows.
International business operations, including through UBBP, and our operations in Canada, Mexico, and Latin America, are becoming increasingly important to our future operations, growth and prospects. Further, it is a strategic priority of ours to continue to grow and diversify our earnings by expanding in select emerging markets. Our foreign operations and our international expansion strategy are subject to a number of risks, including:
•
compliance with United States laws affecting operations outside of the United States, such as the Foreign Corrupt Practices Act or similar anti-bribery laws and regulations;
•
compliance with a variety of local regulations and laws;
•
changes in tax laws and the interpretation of those laws;
•
fluctuations in currency values;
•
sudden changes in foreign currency exchange controls;
•
discriminatory or conflicting fiscal policies;
•
difficulties enforcing intellectual property and contractual rights in certain jurisdictions;
•
greater risk of uncollectible accounts and longer collection cycles;
•
effective and immediate implementation of control environment processes across our diverse operations and employee base;
•
nationalization of properties by foreign governments; and
•
imposition of more or new tariffs, quotas, trade barriers, and similar restrictions on our sales outside the United States.
Moreover, political and economic changes or volatility, geopolitical regional conflicts, terrorist activity, political unrest, civil strife, acts of war, epidemics, public corruption and other economic or political uncertainties could interrupt and negatively affect our business operations. All of these factors could result in increased costs or decreased revenues, and could materially and adversely affect our business, financial condition, operating results and cash flows.

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USG Boral Building Products reduces our control over certain assets and could give rise to disputes with Boral that could adversely affect our business, financial condition, operating results and cash flows.
UBBP involves risks not otherwise present when we operate our business through wholly-owned entities. For example:
•
Certain major decisions with respect to UBBP require the majority or unanimous approval of the joint ventures’ boards or shareholders. Boral may have economic or other business interests or goals that are or become inconsistent with our interests or goals. Accordingly, we may not be able to obtain approval of certain matters that would be in our best interests. In addition, we may become engaged in a dispute with Boral that could require us to spend additional resources to resolve such dispute and have an adverse impact on the operations and profitability of UBBP.
•
A deadlock with respect to certain fundamental decisions may result in the triggering of a sale process of UBBP. In such a case, the terms of the sale may be less attractive than if we had held onto our investments.
•
UBBP is operated in accordance with the terms of a shareholders agreement, or the Shareholders Agreement, that limits our ability to transfer our interest in UBBP. As a result, we may be unable to sell our interest in UBBP when we would otherwise like.
•
UBBP may not pay dividends if such payments are, among other things, restricted pursuant to the terms of the credit facilities maintained by UBBP, inconsistent with the then-applicable strategic plan, or illegal. Accordingly, we may not receive dividend payments from UBBP in the amounts that we currently anticipate or at all, which may adversely impact our ability to receive any economic benefit from UBBP.
•
If we or Boral, or certain of our respective affiliates, are subject to a change of control, or if certain other events of default under the Shareholders Agreement occur with respect to us or Boral, we or Boral, as applicable, may be required to sell our or Boral's, as applicable, entire interest in UBBP at fair market value, as determined in accordance with the Shareholders Agreement. In the event we are forced to sell our interest in UBBP, it may be under terms that are not advantageous to us. In the event Boral is forced to sell its interest in UBBP, and we are unable to acquire Boral's interest due to lack of funding or otherwise, we would not have the right to select the third party to which Boral would sell its interest.
•
In certain circumstances, a capital call may be issued to the shareholders of UBBP in order to obtain additional funding for the joint ventures' operations. If we do not provide capital and Boral does, Boral may receive additional shares in UBBP, thereby diluting our interest and diminishing our rights under the Shareholders Agreement.
•
Boral may become insolvent, refuse to make additional capital contributions or fail to meet its obligations under the two share sale and subscription agreements or the Shareholders Agreement, which may result in certain liabilities to us.
•
In the event we exit UBBP, we may be restricted from competing in certain markets, many of which we anticipate to be high-growth markets, until the later of the third anniversary of our exit and ten years from the commencement of UBBP.
If any of these risks were to materialize, our business, financial condition, operating results and cash flows could be materially and adversely impacted.
Significant changes in discount rates used to measure our defined benefit plan obligations, actual investment returns on pension assets and other factors could negatively impact our business, financial condition, operating results and cash flows.
We maintain defined benefit pension plans as well as other postretirement benefit plans for eligible employees. Our profit margins are affected by costs related to maintaining these plans for active employees and retirees. The recognition of costs and liabilities associated with these plans for financial reporting purposes is affected by the level of interest rates and assumptions made by management and used by actuaries engaged by us to calculate the projected and accumulated benefit obligations and the annual expense recognized for these plans. The assumptions used in developing the required estimates primarily include discount rates, expected return on plan assets for the funded plans, compensation increase rates, retirement rates, mortality rates and, for postretirement benefits, retirement rates and levels of a company-provided subsidy. Economic and market factors and conditions could affect any of these assumptions and may affect our estimated and actual employee benefit plan costs and our business, financial condition, operating results and cash flows.
Our pension plans were underfunded by approximately $263 million as of December 31, 2015 and $346 million as of December 31, 2014. In recent years, the declining interest rates and changes to mortality assumptions have negatively impacted the funded status of our pension plans. The asset performance has been volatile since 2008, with plan assets outperforming in some years and underperforming in other years versus the assumed rate of return used to determine pension expense. If the

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discount rates and actual asset returns increase or decrease, the funded status of our plan as well as the future pension expense and funding obligations will decrease and increase, respectively.
Our business, financial condition, operating results and cash flows could be materially and adversely affected by infringement or misappropriation of our intellectual property and other proprietary rights.
Our success depends, in part, upon our intellectual property rights. We rely on a combination of contractual rights, copyright, trademark and trade secret laws to establish and protect our intellectual property. We also maintain patents for certain of our technologies. We customarily require our employees and independent contractors to execute confidentiality agreements or otherwise to agree to keep our proprietary information confidential when their relationship with us begins. In addition, we have entered into certain contractual intellectual property protections in connection with the licensure and use of our intellectual property by UBBP.
Despite our efforts, the steps we have taken to protect our intellectual property may be inadequate. Existing trade secret, patent, trademark and copyright laws offer only limited protection. Our patents could be invalidated or circumvented. In addition, others may develop substantially equivalent or superseding proprietary technology, or competitors may offer similar competing products that do not infringe on our intellectual property rights, thereby substantially reducing the value of our proprietary rights.
Moreover, the laws of some foreign countries in which our products are or may be manufactured or sold may not protect our products or intellectual property rights to the same extent as do the laws of the United States. This risk may be heightened in connection with our investments in UBBP, because it results in the use of our intellectual property in additional foreign jurisdictions, some of which lack robust or accessible intellectual property protection enforcement mechanisms.
From time to time, litigation may be necessary to defend and enforce our proprietary rights. As a result, we could incur substantial costs and divert management resources, which could harm our business, regardless of the final outcome. Despite our efforts to safeguard and maintain our intellectual property rights, both in the United States and abroad, we may be unsuccessful in doing so, which could materially and adversely affect our business, financial condition, operating results and cash flows.
A security breach of customer, employee, supplier or company information may have a material adverse effect on our business, financial condition, operating results and cash flows.
In the conduct of our business we collect, use, transmit and store data on information systems, which are vulnerable to an increasing threat of continually evolving cybersecurity risks. Any security breach or compromise of our information systems could significantly damage our reputation, cause the disclosure of confidential customer, employee, supplier or company information, including our intellectual property, and result in significant losses, litigation, fines and costs. While we have implemented processes to protect against unauthorized access to our information systems and data, there is no guarantee that these procedures are adequate or will be able to prevent breaches. The regulatory environment related to information security, data collection and privacy is evolving, with new and constantly changing requirements applicable to our business, and compliance with those requirements could result in additional costs.
We are subject to environmental and safety laws and regulations that may change. These laws and regulations could cause us to make modifications to how we manufacture and price our products. They could also require that we make significant capital investments or otherwise increase our costs.
We are subject to federal, state, local and foreign laws and regulations governing the protection of the environment and occupational health and safety, including laws regulating air emissions, wastewater discharges, the management and disposal of hazardous materials and wastes, and the health and safety of our employees. We are also required to obtain permits from governmental authorities for certain operations. If we were to fail to comply with these laws, regulations or permits, we could incur fines, penalties or other sanctions. In addition, in the past we have been, and in the future could be, held responsible for costs and damages arising from any contamination at our past or present facilities or at third-party waste disposal sites. We cannot completely eliminate the risk of contamination or injury resulting from hazardous materials. Environmental laws and regulations tend to become more stringent over time, and we could incur material expenses relating to compliance with future environmental laws. Further, new environmental and safety legislation may have a material and adverse impact on our operations and results. The Occupational Safety and Health Administration has proposed a comprehensive occupational health standard for crystalline silica, which is found in most of our products, which would, among other things, lower the permissible occupational exposure limits. We could incur substantial costs in connection with complying with this rule as proposed.
The price and availability of certain of the raw materials that we use may vary in the future as a result of environmental laws and regulations affecting our suppliers. An increase in the price of our raw materials, a decline in their availability or

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future costs relating to our compliance with environmental laws and regulations may materially and adversely affect our operating margins or result in reduced demand for our products.
The U.S. Congress, several states and the international community are considering measures to reduce emission of greenhouse gases, or GHGs, including carbon dioxide and methane. Some states and provinces have already adopted GHG regulation or legislation. Following a finding by the U.S. EPA that certain GHGs represent an endangerment to human health, the U.S. EPA adopted two sets of rules regulating GHG emissions under the Clean Air Act, one that requires a reduction in emissions of GHGs from motor vehicles and another that regulates emissions of GHGs from certain large stationary sources, and in 2015 issued its final Clean Power Plan, under which the U.S. EPA will set state-specific goals for GHG emissions reductions. These rules, if they withstand legal challenge, could affect future expansions or modifications at all of our U.S. wallboard and ceiling tile plants and paper mills and would require that we incur significant costs to satisfy permitting requirements. In addition, enactment of new climate control legislation, regulatory initiatives or treaties impacting the locations where we conduct business could have a materially adverse effect on our operations and demand for our services or products. For example, any new legislation, such as a “carbon tax” on energy use or establishing a “cap and trade”, could materially and adversely increase the cost of energy used in our manufacturing processes. If energy becomes more expensive, we may not be able to pass these increased costs on to purchasers of our products. Further, stricter regulation of emissions might require us to install emissions controls or other equipment at some or all of our manufacturing facilities, requiring significant additional capital investments.
Our financial results may be affected by various legal and governmental proceedings, including those involving antitrust, tax, environmental, or other matters.
We are subject to litigation and governmental proceedings in the normal course of business and could become subject to additional claims in the future, some of which could become material, including, but not limited to, a federal grand jury investigation of the gypsum drywall industry. The outcome of existing legal and governmental proceedings may differ from our expectations because the outcomes of litigation and governmental proceedings are often difficult to predict reliably. Various developments can lead to changes in current estimates of liabilities and related insurance receivables, where applicable. Those developments include judicial rulings or judgments, settlements, or regulatory developments or changes in applicable law. A future adverse ruling, settlement or unfavorable development could result in charges that could have a material adverse effect on our results of operations in any particular period. For a more detailed discussion of certain of the legal proceedings in which we are involved, see Item 3, Legal Proceedings, below.
Covenant restrictions under the agreements governing our indebtedness may limit our ability to pursue business activities or otherwise operate our business.
The agreements governing our indebtedness contain covenants that may limit our ability to finance future operations or capital needs or to engage in other business activities, including, among other things, our ability to:
•
incur additional indebtedness;
•
pay dividends;
•
make guarantees;
•
sell assets or make other fundamental changes;
•
engage in mergers, acquisitions and dispositions;
•
make investments;
•
enter into transactions with affiliates;
•
change our business purposes; and
•
enter into sale and lease-back transactions.
In addition, we are subject to agreements that may require us to meet and maintain certain financial ratios and tests, which may require that we take action to reduce our debt or to act in a manner contrary to our current or future business plans. General business and economic conditions may affect our ability to comply with these covenants or meet those financial ratios and tests.
A breach of any of our credit agreement or indenture covenants or failure to maintain a required ratio or meet a required test may result in an event of default under those agreements. This may allow the counterparties to those agreements to declare all amounts outstanding thereunder, together with accrued interest, to be immediately due and payable. If this occurs, we may not be able to refinance the accelerated indebtedness on favorable terms, or at all, or repay the accelerated indebtedness.

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If we experience an “ownership change” within the meaning of the Internal Revenue Code, utilization of our net operating loss, or NOL, carryforwards would be subject to an annual limitation.
The Internal Revenue Code imposes limitations on a corporation’s ability to utilize NOLs if it experiences an “ownership change”, which may result from transactions increasing the ownership of certain stockholders in the stock of a corporation by more than 50 percentage points over a three-year period. If we were to experience an ownership change, utilization of our NOLs would be subject to an annual limitation that may be carried over to later years within the allowed NOL carryforward period. Notwithstanding, 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 December 31, 2015, our annual U.S. federal NOL utilization would have been limited to approximately $92 million per year.
These NOL carryforwards are a substantial asset for us. We have a stockholder rights plan, or the Rights Agreement, which was initially intended to protect our stockholders from coercive takeover practices or takeover bids that are inconsistent with their best interests. However, on March 22, 2013, February 11, 2015 and November 16, 2015, we entered into amendments to the Rights Agreement in an effort to protect our NOLs. In addition, our Restated Certificate of Incorporation includes an amendment, the Protective Amendment, which restricts certain transfers of our common stock. The Protective Amendment is intended to protect the tax benefits of our NOLs and expires on May 9, 2016 unless our stockholders vote to extend its protections at our 2016 annual meeting of stockholders. See Note 17 to the consolidated financial statements in Part II, Item 8 of this report for a description of the amendments to the Rights Agreement and the Protective Amendment. Although the amendments to the Rights Agreement and Protective Amendment are intended to reduce the likelihood of an “ownership change” that could adversely affect us, we cannot provide assurance that the restrictions on transferability in the amendments to the Rights Agreement and Protective Amendment will prevent all transfers that could result in such an “ownership change.” There also can be no assurance that the transfer restrictions in the Protective Amendment will be extended by our stockholders at the 2016 annual meeting or be enforceable against all of our stockholders absent a court determination confirming such enforceability. The transfer restrictions may be subject to challenge on legal or equitable grounds.
A small number of our stockholders could significantly influence our business, affairs and stock price.
Based on filings made with the SEC, we believe that, as of January 31, 2016, two stockholders collectively controlled nearly 40% of our common stock. Accordingly, a small number of our stockholders could affect matters requiring approval by stockholders, including the election of directors and the approval of potential business combination transactions. One or more of these stockholders may have interests that differ from other stockholders and may vote on such matters in a way that is adverse to the interests of those other stockholders. In addition, if one or more of these stockholders sell a large number of our shares, our share price may decline, and could then continue to trade at lower prices, and could limit our ability to raise capital through the sale of additional equity securities.
We may pursue acquisitions, joint ventures and other transactions that are intended to complement or expand our businesses. We may not be able to complete proposed transactions, and even if completed, the transactions may involve a number of risks that may result in a material adverse effect on our business, financial condition, operating results and cash flows.
As business conditions warrant and our financial resources permit, we may pursue opportunities to acquire businesses or technologies and to form joint ventures that we believe could complement, enhance or expand our current businesses or product lines or that might otherwise offer us growth opportunities. We may have difficulty identifying appropriate opportunities, or if we do identify opportunities, we may not be successful in completing transactions for a number of reasons. Any transactions that we are able to identify and complete may involve one or more of a number of risks, including:
•
the diversion of management’s attention from our existing businesses to integrate the operations and personnel of the acquired business or joint venture;
•
possible adverse effects on our operating results during the integration process;
•
failure of the acquired business or joint venture to achieve expected operational, profitability and investment return objectives;
•
the incurrence of significant charges, such as asset devaluation or restructuring charges;
•
the incurrence of unanticipated liabilities and costs for which indemnification is unavailable or inadequate; and
•
the inability to achieve other intended objectives of the transaction.

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In addition, we may not be able to successfully or profitably integrate, operate, maintain and manage our newly acquired operations or their employees. We may not be able to maintain uniform standards, controls, procedures and policies, which may lead to operational inefficiencies. In addition, future acquisitions may result in dilutive issuances of equity securities or the incurrence of additional indebtedness.
We do not expect to pay cash dividends on our common stock for the foreseeable future.
We have not paid a dividend on our common stock since the first quarter of 2001 and have no plans to do so in the foreseeable future. Further, our credit agreement limits our ability to pay a dividend or repurchase our stock unless specified borrowing availability and fixed charge coverage ratio tests are met, and it prohibits payment of a dividend if a default exists under the agreement. Because we do not expect to pay dividends on our common stock in the foreseeable future, investors in our common stock will have to rely on the possibility of stock appreciation and sell their shares to realize a return on their investment.
 
Item 1B.
UNRESOLVED STAFF COMMENTS
None

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Item 2.PROPERTIES
We operate plants, mines, quarries, and other facilities in North America and South America. U.S. Gypsum’s Sheetrock® brand gypsum wallboard plants operated at approximately 57% of capacity during 2015. USG Interiors’ ceiling tile plants operated at approximately 88% of capacity during 2015. The locations of our production properties in operation as of December 31, 2015, grouped by reportable segment, are as follows (plants are owned unless otherwise indicated):
Gypsum
 
 
Gypsum wallboard and other gypsum products
 
Joint compound (surface preparation and joint treatment products)
 
Cement board
 
Gypsum rock (mines and quarries)
 
Paper for gypsum wallboard
Alabaster (Tawas City), Michigan
 
 
 
 
 
 
 
x
 
 
Aliquippa, Pennsylvania*
 
x
 
 
 
 
 
 
 
 
Auburn, Washington
 
 
 
x
 
 
 
 
 
 
Baltimore, Maryland**
 
x
 
x
 
x
 
 
 
 
Bridgeport, Alabama*
 
x
 
x
 
 
 
 
 
 
Buenos Aires, Argentina***
 
 
 
x
 
 
 
 
 
 
Calgary, Alberta, Canada***
 
 
 
x
 
 
 
 
 
 
Chamblee, Georgia
 
 
 
x
 
 
 
 
 
 
Dallas, Texas
 
 
 
x
 
 
 
 
 
 
Detroit (River Rouge), Michigan
 
 
 
 
 
x
 
 
 
 
East Chicago, Indiana*
 
x
 
x
 
 
 
 
 
 
Fort Dodge, Iowa
 
 
 
x
 
 
 
x
 
 
Galena Park, Texas*
 
x
 
x
 
 
 
 
 
x
Gypsum, Ohio
 
 
 
x
 
 
 
 
 
 
Hagersville, Ontario, Canada**
 
x
 
x
 
 
 
x
 
 
Jacksonville, Florida**
 
x
 
x
 
 
 
 
 
 
Lima, Peru
 
 
 
x
 
 
 
 
 
 
Little Narrows, Nova Scotia, Canada
 
 
 
 
 
 
 
x
 
 
Monterrey, Nuevo Leon, Mexico
 
x
 
x
 
x
 
x
 
 
Montreal, Quebec, Canada **
 
x
 
x
 
 
 
 
 
 
New Orleans, Louisiana
 
 
 
 
 
x
 
 
 
 
Norfolk, Virginia*
 
x
 
 
 
 
 
 
 
 
North Kansas City, Missouri
 
 
 
 
 
 
 
 
 
x
Oakfield, New York
 
 
 
 
 
 
 
 
 
x
Otsego, Michigan
 
 
 
 
 
 
 
 
 
x
Phoenix (Glendale), Arizona
 
 
 
x
 
 
 
 
 
 
Plaster City, California
 
x
 
 
 
 
 
x
 
 
Port Reading, New Jersey
 
 
 
x
 
 
 
 
 
 
Puebla, Puebla, Mexico
 
x
 
x
 
 
 
 
 
 
Rainier, Oregon
 
x
 
 
 
 
 
 
 
 
Saltillo, Coahuila, Mexico
 
x
 
 
 
 
 
 
 
 
San Luis Potosi, San Luis Potosi, Mexico
 
x
 
 
 
 
 
x
 
 
Shoals, Indiana**
 
x
 
 
 
 
 
x
 
 
Sigurd, Utah
 
x
 
x
 
 
 
x
 
 
Southard, Oklahoma
 
 
 
 
 
 
 
x
 
 

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Sperry, Iowa**
 
x
 
 
 
 
 
x
 
 
Surrey, British Columbia, Canada***
 
 
 
x
 
 
 
 
 
 
Sweetwater, Texas
 
x
 
 
 
 
 
x
 
 
Tecoman, Colima, Mexico
 
x
 
 
 
 
 
x
 
 
Torrance, California
 
 
 
x
 
 
 
 
 
 
Washingtonville, Pennsylvania*
 
x
 
 
 
 
 
 
 
 
*
Plants supplied fully by synthetic gypsum
**
Plants supplied partially by synthetic gypsum
***
Leased
OTHER PRODUCTS
We operate a mica-processing plant at Spruce Pine, North Carolina. We manufacture metal lath, plaster and drywall accessories and light gauge steel framing products at Monterrey, Nuevo Leon, Mexico, and Puebla, Puebla, Mexico. We produce plaster products at Southard, Oklahoma; Puebla, Puebla, Mexico; Saltillo, Coahuila, Mexico; and San Luis Potosi, San Luis Potosi, Mexico. We manufacture paper-faced metal corner bead at Auburn, and Weirton, West Virginia (leased). We also manufacture cement panels at a manufacturing facility in Delavan, Wisconsin (leased).
Ceilings
 
 
Ceiling Grid
 
Ceiling Tile
Cartersville, Georgia
 
x
 
 
Cloquet, Minnesota
 
 
 
x
Greenville, Mississippi
 
 
 
x
Oakville, Ontario, Canada
 
x
 
 
Stockton, California
 
x
 
 
Walworth, Wisconsin
 
 
 
x
Westlake, Ohio
 
x
 
 
A coil coater and slitter plant used in the production of ceiling grid is located in Westlake, Ohio. A slitter plant is located in Stockton, California (leased).
OTHER PRODUCTS
We manufacture mineral fiber products at Red Wing, Minnesota, and Walworth, Wisconsin, and metal specialty systems at Oakville, Ontario, Canada.
Distribution
L&W Supply leases nearly all of its facilities from third parties. Typical leases have terms of five years and include renewal options. As of December 31, 2015, L&W Supply served its customers from 142 distribution branches in the United States.
Item 3.
LEGAL PROCEEDINGS
See Part II, Item 8, Financial Statements and Supplementary Data - Notes to Consolidated Financial Statements, Note 19, Litigation, for information on legal proceedings, which information is incorporated herein by reference.
Item 4.
MINE SAFETY DISCLOSURES
The information concerning mine safety violations or regulatory matters required by Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and Item 104 of Regulation S-K promulgated by the SEC is included in Exhibit 95 to this report.


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PART II
 
Item 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
Our common stock trades on the New York Stock Exchange, or NYSE, and the Chicago Stock Exchange under the symbol USG. The NYSE is the principal market for our common stock. As of January 31, 2016, there were 2,315 record holders of our common stock. We currently do not pay dividends on our common stock. Our credit facility restricts our ability to pay cash dividends on, or repurchase, our common stock. See Item 8, Financial Statements and Supplementary Data, Note 6, Debt, for more information regarding these restrictions.
We did not purchase any of our equity securities during the fourth quarter of 2015.
See Part III, Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, for information regarding common stock authorized for issuance under equity compensation plans.
Pursuant to our Deferred Compensation Program for Non-Employee Directors, five of our non-employee directors deferred the $120,000 annual grant, and one of our non-employee directors deferred the quarterly retainer, they were entitled to receive on December 31, 2015 under our Non-Employee Director Compensation Program, into a total of 25,812 deferred stock units. These units will increase or decrease in value in direct proportion to the market value of our common stock and will be paid in cash or shares of common stock, at each director’s option, following termination of service as a director. The issuance of these deferred stock units was effected through a private placement under Section 4(a)(2) of the Securities Act and was exempt from registration under Section 5 of the Securities Act.
COMMON STOCK PRICES
The high and low sales prices of our common stock in 2015 and 2014 were as follows:
 
2015
 
2014
 
High
 
Low
 
High
 
Low
First quarter
$
30.99

 
$
25.39

 
$
35.85

 
$
28.41

Second quarter
29.08

 
26.00

 
33.16

 
29.20

Third quarter
32.73

 
25.89

 
30.04

 
26.45

Fourth quarter
28.00

 
22.91

 
29.65

 
24.55


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PERFORMANCE GRAPH
The following graph and table compare the cumulative total stockholder return on our common stock with the Standard and Poor’s 500 Index, or S&P 500, and the Dow Jones U.S. Construction and Materials Index, or DJUSCN, in each case assuming an initial investment of $100 and full dividend reinvestment, for the five-year period ended December 31, 2015.

        
 
 
Value of Investment as of December 31
 
2010
 
2011
 
2012
 
2013
 
2014
 
2015
USG
$
100

 
$
60

 
$
167

 
$
169

 
$
166

 
$
144

S&P 500
100

 
102

 
118

 
157

 
178

 
181

DJUSCN
100

 
94

 
132

 
170

 
168

 
181

All amounts are rounded to the nearest dollar.

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Item 6.
SELECTED FINANCIAL DATA
(millions, except per-share and employee data)
Years Ended December 31,
 
2015
 
2014
 
2013
 
2012
 
2011 (a)
Statement of Operations Data:
 
 
 
 
 
 
 
 
 
Net sales
$
3,776

 
$
3,724

 
$
3,570

 
$
3,224

 
$
2,910

Cost of products sold
3,085

 
3,070

 
2,989

 
2,829

 
2,752

Gross profit
691

 
654

 
581

 
395

 
158

Selling and administrative expenses
317

 
339

 
320

 
304

 
289

Litigation settlement charge (b)
—

 
48

 
—

 
—

 
—

Long-lived asset impairment charges (c)
—

 
90

 
—

 
8

 
53

Contract termination charge and (recovery) loss on receivable (d)
(6
)
 
15

 
—

 
—

 
—

Gain on disposal of shipping operations, net
(1
)
 
—

 
—

 
—

 
—

Restructuring charges
—

 
—

 
3

 
10

 
22

Operating profit (loss)
381

 
162

 
258

 
73

 
(206
)
Income (loss) from equity method investments (e)
48

 
33

 
(1
)
 
(3
)
 
(2
)
Interest expense
(163
)
 
(179
)
 
(203
)
 
(206
)
 
(211
)
Interest income
2

 
1

 
3

 
4

 
6

Income and gain from sale of equity method investment to related party (e) (f)
13

 
2

 
2

 
3

 
3

Gain on deconsolidation of subsidiaries and consolidated joint ventures (g)
—

 
27

 
—

 
—

 
—

Loss on extinguishment of debt
(19
)
 
—

 
—

 
(41
)
 
—

Income (loss) from continuing operations before income taxes
262

 
46

 
59

 
(170
)
 
(410
)
Income tax (expense) benefit (h)
729

 
(7
)
 
(11
)
 
(12
)
 
14

Income (loss) from continuing operations
991

 
39

 
48

 
(182
)
 
(396
)
Income (loss) from discontinued operations, net of tax
—

 
(1
)
 
(2
)
 
2

 
6

Gain on sale of discontinued operations, net of tax (a)
—

 
—

 
—

 
55

 
—

Net income (loss)
991

 
38

 
46

 
(125
)
 
(390
)
Less: Net income (loss) attributable to noncontrolling interest
—

 
1

 
(1
)
 
1

 
—

Net income (loss) attributable to USG
$
991

 
$
37

 
$
47

 
$
(126
)
 
$
(390
)
Income (loss) from continuing operations per common share:
 
 
 
 
 
 
 
 
 
Basic
6.81

 
0.27

 
0.45

 
(1.72
)
 
(3.81
)
Diluted
6.73

 
0.26

 
0.44

 
(1.72
)
 
(3.81
)
 
 
 
 
 
 
 
 
 
 
Balance Sheet Data (as of the end of the year):
 
 
 
 
 
 
 
 
 
Working capital (i)
$
409

 
$
546

 
$
1,080

 
$
796

 
$
723

Current ratio (i)
1.41

 
1.97

 
2.90

 
2.50

 
2.41

Cash and cash equivalents
442

 
228

 
810

 
546

 
365

Property, plant and equipment, net
1,788

 
1,908

 
2,103

 
2,100

 
2,104

Total assets (i) (j)
4,736

 
3,936

 
4,051

 
3,691

 
3,697

Long-term debt (j) (k)
1,675

 
2,191

 
2,275

 
2,284

 
2,281

Total stockholders’ equity
1,436

 
408

 
662

 
19

 
156

Other Information:
 
 
 
 
 
 
 
 
 
Capital expenditures
$
94

 
$
132

 
$
124

 
$
70

 
$
54

Closing stock price per common share as of December 31
$
24.29

 
$
27.99

 
$
28.38

 
$
28.07

 
$
10.16

Average number of employees (l)
8,954

 
8,928

 
8,732

 
8,758

 
8,880

(a)
Results for 2011 have been adjusted from the originally reported amounts to reflect our European businesses, which were sold on December 27, 2012, as discontinued operations. We recorded a gain of $55 million on the sale of the businesses.
(b)
Reflects a charge related to the settlement of the U.S. wallboard pricing class action lawsuit. See Note 19 to our consolidated financial statements in Part II, Item 8 of this report.
(c)
Reflects long-lived asset impairment charges on certain manufacturing facilities, capitalized costs for the construction of future facilities and ocean vessels. See Note 12 and Note 13 to our consolidated financial statements in Part II, Item 8 of this report.
(d)
Item relates to our GTL operations. See Note 13 to our consolidated financial statements in Part II, Item 8 of this report.
(e)
Equity method income from our Knauf-USG joint venture has been reclassified for all periods to "income and gain from sale of equity method investment to related party."
(f)
Reflects the gain recorded on the sale of our equity method investment in our Knauf-USG joint venture to our 50/50 joint venture partner in 2015 and our share of the net income from the equity method investment for all periods presented. See Note 3 to our consolidated financial statements in Part II, Item 8 of this report.

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(g)
Reflects the gain recorded on the deconsolidation and contribution to UBBP of our wholly-owned subsidiaries in Singapore, Malaysia, New Zealand, and Australia and our consolidated joint ventures in Oman. See Note 3 to our consolidated financial statements in Part II, Item 8 of this report.
(h)
Income tax (expense) benefit for 2015 includes the reversal of a tax valuation allowance of $731 million. See Note 15 to our consolidated financial statements in Part II, Item 8 of this report.
(i)
Amounts for 2011-2014 have been retrospectively adjusted to reflect the change in presentation of current deferred tax assets and liabilities to noncurrent. See Note 2 to our consolidated financial statements in Part II, Item 8 of this report.
(j)
Amounts for 2011-2014 have been retrospectively adjusted to reflect the change in presentation of unamortized debt issuance costs from other assets to debt. See Note 2 to our consolidated financial statements in Part II, Item 8 of this report.
(k)
Amounts reflected exclude currently maturing portion of long-term debt.
(l)
As of December 31, 2015, we had approximately 8,900 employees worldwide. For 2011, the average number of employees includes employees from both our discontinued operations and our entities contributed to UBBP. For 2012 and 2013, the average number of employees includes employees from our entities contributed to UBBP.

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Item 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OVERVIEW
USG, through its subsidiaries, is a leading manufacturer and distributor of innovative, high-performance building systems. We produce a wide range of products under recognized brand names including Sheetrock®, Durock®, Fiberock®, and Securock® serving the commercial, residential, and repair and remodel construction markets, enabling our customers to build the outstanding spaces where people live, work and play. Our products also are distributed through building materials dealers, home improvement centers and other retailers, specialty wallboard distributors, and contractors.
KEY STRATEGIES
We continue to focus on the following strategic priorities:
•
strengthen our core businesses,
•
diversify our earnings by expanding in select markets and growing our adjacent product lines,
•
differentiate USG from our competitors through innovation.
MARKET CONDITIONS AND OUTLOOK
Our businesses are cyclical in nature and sensitive to changes in general economic conditions, including conditions in the North American housing and construction-based markets and the markets in Asia and Australasia. Our expansion via two 50/50 joint ventures we formed with Boral Limited, referred to as USG Boral Building Products, or UBBP, into the markets of Asia, Australasia, and the Middle East has significantly increased our exposure to the economic conditions in those areas. However, the UBBP investment has helped diversify USG’s overall exposure to changes in the North American economic conditions. The markets we serve can be broadly categorized as new residential construction, new nonresidential construction and repair and remodel activity, which includes both residential and nonresidential construction.
For the new residential construction market, housing starts are a very good indicator of demand for our gypsum products. Installation of our gypsum products into a single family home typically follows a housing start by 90 to 120 days. Based on preliminary data reported by the U.S. Census Bureau, housing starts in the United States increased 11% in 2015 to 1,111,400 compared with 1,003,300 in 2014. This followed an 9% increase in 2014 compared with 2013. For December 2015, the seasonally-adjusted annualized rate of housing starts was reported by the U.S. Census Bureau to be 1,149,000 units. While housing starts increased for the sixth consecutive year in 2015, they are still low by historical standards. Most industry analysts believe that the recovery in new residential construction will continue, although the recovery over the next few years may be uneven and modest, and that over the longer term housing starts will begin to reach historical averages. Industry analysts’ forecasts for 2016 housing starts in the United States included in the most recent Blue Chip Economic Indicators are 1,170,000 to 1,350,000 units, based upon the average of the bottom ten and top ten forecasts included in the report, respectively. We currently estimate that 2016 housing starts in the United States will be 1,200,000.
Demand for our products from new nonresidential construction is determined by floor space for which contracts are signed. Installation of gypsum and ceilings products typically follows signing of construction contracts by about 12 to 18 months. According to the most recent construction market forecast from Dodge Data & Analytics (formerly known as McGraw Hill Construction), total floor space for which new nonresidential construction contracts were signed in the United States decreased 3% in 2015 compared with 2014. This followed a 13% increase in 2014 compared with 2013 and a 12% increase in 2013 compared with 2012. Dodge Data & Analytics forecasts that total floor space for which new nonresidential construction contracts in the United States are signed will increase approximately 9% in 2016 from the 2015 level. Dodge Data & Analytics' forecast includes several building types which do not generate significant demand for our products; therefore, we anticipate new nonresidential construction growth in our business sectors in 2016 compared to 2015 will increase 1%.
The repair and remodel market includes renovation of both residential and nonresidential buildings. As a result of the low levels of new home construction in recent years, this market currently accounts for the largest portion of our sales. Many buyers begin to remodel an existing home within two years of purchase. According to the National Association of Realtors, sales of existing homes in the United States increased to 5.26 million units in 2015, reflecting a 6% increase from the 2014 level of 4.94 million units, which was a 3% decrease from 2013. The generally rising or flat levels of existing home sales and home resale values in recent years have contributed to an increase in demand for our products from the residential repair and remodel market. We currently estimate that overall repair and remodel spending in 2015 increased approximately 2% over the 2014 level and that overall repair and remodel spending growth in 2016, compared to 2015, will increase 2 to 3%.

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The rate of recovery in the new residential construction market, new nonresidential construction market and the repair and remodel market still remains uncertain and will depend on broader economic issues including employment, household formation, home ownership rate, existing home price trends, availability of mortgage financing, interest rates, consumer confidence, job growth and discretionary business investment. An increase in interest rates, high levels of unemployment, restrictive lending practices, a decrease in consumer confidence or other adverse economic conditions could have a material adverse effect on our business, financial condition, operating results and cash flows. Our businesses are also affected by a variety of other factors beyond our control, including the inventory of unsold homes, the level of foreclosures, home resale rates, housing affordability, office and retail vacancy rates and foreign currency exchange rates. Since we operate in a variety of geographic markets, our businesses are subject to the economic conditions in each of these geographic markets. General economic downturns or localized downturns or financial concerns in the regions where we have operations may have a material adverse effect on our business, financial condition, results of operations and cash flows.
We expect modest improvement over the next twelve months in the construction industries of Canada and Mexico. Emerging markets, including those that are within the UBBP territory, provide opportunities for our operations to serve the increasing demand for products in these regions. Several market forecasters have predicted that China will lead construction materials demand growth over the next several years. Several other countries, including South Korea and Australia, are forecast to experience steady growth as well. Although the rate of growth in certain emerging markets has slowed, we expect the growth in these markets to exceed the improvements in North America with demand growth in the mid-single digits. We anticipate that the results from UBBP will enable us to counteract some of the potential cyclicality in our North American business.
Our Gypsum segment has improved with the modest recovery in residential housing over the last three years, although it continues to be adversely affected by the low level of residential and other construction activity compared to historical averages. Our Ceilings segment, which primarily serves the commercial markets, and our Distribution segment, which serves the residential and commercial markets, have both showed some improvements. However, they continue to be adversely affected by the low levels of new commercial construction activity.
Industry shipments of gypsum board in the United States (including gypsum wallboard, other gypsum-related paneling products and imports), as reported by the Gypsum Association, were an estimated 22.3 billion square feet in 2015, up approximately 2% from 21.8 billion square feet in 2014.
U.S. Gypsum shipped 5.44 billion square feet of Sheetrock® brand gypsum wallboard in 2015, a 2% increase from 5.33 billion square feet in 2014. USG Sheetrock® Brand UltraLight Panels accounted for approximately 65% and 63% of that volume in 2015 and 2014, respectively. U.S. Gypsum’s share of the gypsum board market in the United States, which includes, for comparability, its shipments of Sheetrock® brand gypsum wallboard, Fiberock® brand gypsum fiber panels and Securock® brand glass mat sheathing, was approximately 26% in 2015, unchanged from 2014.
There is excess wallboard production capacity industry-wide in the United States. Industry capacity in the United States was approximately 32.8 billion square feet as of January 1, 2016. We estimate that the industry capacity utilization rate was approximately 70% and 74% during the fourth quarters of 2015 and 2014, respectively and approximately 68% and 66% during the full years 2015 and 2014, respectively. Based on current industry trends and forecasts, demand for gypsum wallboard is expected to increase in 2016, but the magnitude of any increase will depend on the levels of housing starts and repair and remodel activity. We project that the industry capacity utilization rate will experience a modest increase in 2016 compared to 2015.
Despite our realization of improvement in our average wallboard selling price, we could experience pressure on gypsum wallboard selling prices and our gross margins at such low levels of capacity utilization. U.S. Gypsum implemented a not-to-exceed price increase for wallboard with the new price being set for January 1, 2015 which has been extended into 2016. However, it is uncertain that we will be able to maintain the increase or obtain additional price increases in our selling prices, including with respect to gypsum wallboard. If we are unable to maintain price increases or obtain additional price increases, our net sales and operating profit may be materially and adversely impacted.
SEGMENTS
Effective April 1, 2014, we changed the composition of our reportable segments to reflect the change in management over our businesses in Mexico and Latin America. Additionally, with the contribution of our businesses in the Asia-Pacific region, India and Oman into the 50/50 joint ventures, USG Boral Building Products, or UBBP, we determined UBBP to be our fourth reportable segment. See further discussion below under Ceilings and UBBP. As a result of these changes, our Mexico and Latin America businesses have been combined, and their Gypsum results have been included within our Gypsum segment, previously referred to as North American Gypsum, and their Ceiling results have been included within our Ceilings segment, previously referred to as Worldwide Ceilings. Our 2013 results have been recast to reflect these changes and present comparative year-over-year results.

23
Table of Contents

Our operations are organized into four segments: Gypsum, Ceilings, Distribution, and USG Boral Building Products.
Gypsum: Our Gypsum segment manufactures and markets gypsum and related products in the United States, Canada, Mexico and Latin America. Gypsum’s products are used in a variety of building applications to finish walls, ceilings and floors in residential, commercial and institutional construction and in certain industrial applications.
Ceilings: Our Ceilings segment manufactures and markets interior systems products in the United States, Canada, Mexico and Latin America. In addition, through February 27, 2014, it also included our businesses in the Asia-Pacific region (see paragraph below regarding UBBP), which were included in USG International. Ceilings is a leading supplier of interior ceilings products used primarily in commercial applications. Ceilings manufactures ceiling tile in the United States and ceiling grid in the United States, Canada and, through February 27, 2014, in the Asia-Pacific region. It markets ceiling tile and ceiling grid in the United States, Canada, Mexico, Latin America and, through February 27, 2014, in the Asia-Pacific region.
As discussed below under USG Boral Building Products, on February 27, 2014, we invested with Boral Limited, or Boral, in UBBP, and in connection therewith contributed to UBBP our operations in the Asia-Pacific region.
Distribution: Our Distribution segment consists of L&W Supply Corporation and its subsidiaries, a leading distributor of gypsum wallboard and other building materials in the United States. It is a service-oriented business that stocks a wide range of construction materials. It delivers less-than-truckload quantities of construction materials to job sites and places them in areas where work is being done, thereby reducing the need for handling by contractors.
USG Boral Building Products (UBBP): On February 27, 2014, we and certain of our subsidiaries formed 50/50 joint ventures with Boral. UBBP manufactures, distributes and sells certain building products, mines raw gypsum and sells natural and synthetic gypsum throughout Asia, Australasia and the Middle East (the "Territory"). UBBP manufactures and distributes products for wall, ceiling, floor lining and exterior systems that utilize gypsum wallboard, referred to as plasterboard in the region, mineral fiber ceiling tiles, steel grid and joint compound.
As consideration for our 50% ownership in UBBP, we (i) made a $515 million cash payment to Boral, which includes a $500 million base price and $15 million of customary estimated working capital and net debt adjustments, (ii) contributed to UBBP our subsidiaries and joint venture investments in China, Singapore, India, Malaysia, New Zealand, Australia, the Middle East and Oman, and (iii) granted to UBBP a license to use certain of our intellectual property rights in the Territory. In the event certain performance targets are satisfied by UBBP, we will be obligated to pay Boral scheduled earnout payments in an aggregate amount up to $75 million, comprised first of $25 million based on performance during the first three years and then up to $50 million based on performance during the first five years. See Note 3 to our consolidated financial statements in Part II, Item 8 of this report for further discussion of the accounting for the earnout payments.
UBBP is currently targeting the distribution of at least 50% of combined after tax profits to USG and Boral in proportion to the respective ownership interests, however, the dividend policy may be adjusted by the UBBP Board of Directors with unanimous resolution; provided, however, that UBBP will not pay dividends if such payments are, among other things, restricted pursuant to the terms of the credit facilities maintained by UBBP, inconsistent with the then-applicable strategic plan, or illegal. Through December 31, 2015, cash dividends of $77 million have been declared by UBBP's Board of Directors and paid by UBBP. Our share of these dividends is $38 million, which we intend to use to fund potential obligations under the earnout described above.
Since formation, UBBP has been funded from its net cash flows from operations and third-party financing, and it is our intent that as an ongoing operation, UBBP will continue to self-fund.
As a result of the contribution of our wholly-owned subsidiaries in Singapore, India, Malaysia, New Zealand and Australia and our consolidated joint ventures in Oman, the net sales and operating profit attributable to these entities are no longer included in those corresponding line items on our consolidated statement of operations subsequent to February 27, 2014. Instead, our share of the equity income from UBBP is shown within income from equity method investments.
Our investments in UBBP are accounted for as equity method investments and were initially measured at cost. Our existing wholly-owned subsidiaries and consolidated variable interest entities that were contributed into the joint ventures were deconsolidated, which resulted in a gain of $27 million during the first quarter of 2014. Our investments in UBBP were consummated on February 27, 2014, and as a result, only ten months of our share of equity income from UBBP is included in our accompanying consolidated statement of operations for the twelve months ended December 31, 2014.
Geographic Information: In 2015, 85% of our consolidated net sales were attributable to the United States. Canada accounted for 10% of our net sales, and other foreign countries accounted for the remaining 5%.

24
Table of Contents

In 2015, 34% of UBBP's net sales were attributable to Australia, 20% to South Korea, 14% to Thailand, 12% to China, and other foreign countries accounted for the remaining 20%.
CURRENCY IMPACT
Currency impacts on consolidated and segment results have been derived by translating current period results at the quarter-to-date and year-to-date average foreign currency rates for the period ending December 31, 2014, as applicable.
Consolidated Results of Operations
 
 
 
 
 
 
 
Favorable (Unfavorable)
 
 
 
 
 
 
 
2015 vs. 2014
 
2014 vs. 2013
(millions, except per-share data)
2015
 
2014
 
2013
 
$
 
%
 
$
 
%
Net sales
$
3,776

 
$
3,724

 
$
3,570

 
$
52

 
1
 %
 
$
154

 
4
 %
Cost of products sold
3,085

 
3,070

 
2,989

 
(15
)
 
—
 %
 
(81
)
 
(3
)%
Gross profit
691

 
654

 
581

 
37

 
6
 %
 
73

 
13
 %
Selling and administrative expenses
317

 
339

 
320

 
22

 
6
 %
 
(19
)
 
(6
)%
Litigation settlement charge
—

 
48

 
—

 
48

 
100
 %
 
(48
)
 
*

Long-lived asset impairment charges
—

 
90

 
—

 
90

 
100
 %
 
(90
)
 
*

Contract termination charge and (recovery) loss on receivable
(6
)
 
15

 
—

 
21

 
*

 
(15
)
 
*

Gain on disposal of shipping operations, net
(1
)
 
—

 
—

 
1

 
*

 
—

 
*

Restructuring charges
—

 
—

 
3

 
—

 
*

 
3

 
100
 %
Operating profit
381

 
162

 
258

 
219

 
*

 
(96
)
 
(37
)%
Income (loss) from equity method investments
48

 
33

 
(1
)
 
15

 
45
 %
 
34

 
*

Interest expense
(163
)
 
(179
)
 
(203
)
 
16

 
9
 %
 
24

 
12
 %
Interest income
2

 
1

 
3

 
1

 
100
 %
 
(2
)
 
(67
)%
Income and gain on sale from equity method investment to related party
13

 
2

 
2

 
11

 
*

 
—

 
*

Gain on deconsolidation of subsidiaries and consolidated joint ventures
—

 
27

 
—

 
(27
)
 
*

 
27

 
*

Loss on extinguishment of debt
(19
)
 
—

 
—

 
(19
)
 
*

 
—

 
*

Income from continuing operations before income taxes
262

 
46

 
59

 
216

 
*

 
(13
)
 
(22
)%
Income tax benefit (expense)
729

 
(7
)
 
(11
)
 
736

 
*

 
4

 
36
 %
Income from continuing operations
991

 
39

 
48

 
952

 
*

 
(9
)
 
(19
)%
Loss from discontinued operations, net of tax
—

 
(1
)
 
(2
)
 
1

 
100
 %
 
1

 
50
 %
Net income
991

 
38

 
46

 
953

 
*

 
(8
)
 
(17
)%
Less: Net income (loss) attributable to noncontrolling interest
—

 
1

 
(1
)
 
1

 
(100
)%
 
(2
)
 
*

Net income attributable to USG
$
991

 
$
37

 
$
47

 
$
954

 
*

 
$
(10
)
 
(21
)%
Diluted earnings per share - continuing operations
$
6.73

 
$
0.26

 
$
0.44

 
$
6.47

 
 
 
$
(0.18
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* not meaningful
 
 
 
 
 
 
 
 
 
 
 
 
 

NET SALES
Consolidated net sales in 2015 increased $52 million, or 1%, compared with 2014. This was our sixth consecutive year-on-year increase. The increase in net sales was driven by our Distribution business, contributing an additional $83 million to net sales over the prior year, largely driven by volume and price improvement on sales of gypsum wallboard. This increase was offset by a slight net decline in the Gypsum segment due to the elimination of shipping revenues of $71 million due to the exit of our shipping business in the second quarter of 2015, which was largely offset by increases in volume and average selling prices for nearly all wallboard, surfaces and substrates products. Ceilings revenues declined by $14 million. Ceilings revenues in 2014 included nearly two months of revenue for USG International, or $7 million, prior to its contribution into the UBBP joint venture on February 27, 2014, with further declines in sales driven by the strengthening of the U.S. Dollar, offset by higher selling prices for ceiling tile. On a consolidated basis, we estimate that the strengthening of the U.S. Dollar negatively impacted our net sales by approximately $65 million compared with 2014.
Consolidated net sales in 2014 increased $154 million, or 4%, compared with 2013. Net sales increased 6% for our Gypsum segment and 8% for our Distribution segment, offset by a decrease of 10% for our Ceilings segment. The higher levels of net sales for Gypsum and Distribution primarily reflected increased selling prices and higher volume for USG Sheetrock® brand gypsum wallboard. The decrease in net sales for Ceilings primarily reflected the absence of net sales from our subsidiaries in Asia-Pacific, India, and Oman that were contributed to UBBP on February 27, 2014. Net sales for our Ceiling segment also decreased 2% due to lower volumes on ceiling tile and grid.

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GROSS PROFIT
Gross profit was $691 million in 2015 compared to $654 million in 2014. The increase was primarily due to increases in volume and average selling prices for nearly all wallboard, surfaces and substrates products, and increases in volume and price for gypsum wallboard sold through our Distribution business. As a percentage of net sales, gross profit was 18.3% in 2015 and 17.6% in 2014. The increase for 2015 compared with 2014 was primarily driven by higher average selling prices and higher volumes.
As a percentage of net sales, gross profit was 17.6% in 2014 and 16.3% in 2013. The increase for 2014 compared with 2013 was primarily driven by higher selling prices for USG Sheetrock®.
SELLING AND ADMINISTRATIVE EXPENSES
Selling and administrative expenses totaled $317 million in 2015, $339 million in 2014 and $320 million in 2013. As a percentage of net sales, selling and administrative expenses decreased to 8.4% in 2015 compared to 9.1% in 2014 and 9.0% in 2013. The reduction in selling and administrative expenses from 2015 to 2014 was driven by management's focus on reducing discretionary spending, partially offset by higher salary, pension and incentive compensation, the absence of a $13 million pension settlement charge recorded in 2014 for our previously frozen U.K. pension plan and lower stock compensation expense driven by lower grant date fair values. Selling and administrative expenses as a percentage of net sales remained consistent at 9.1% in 2014 with 9.0% in 2013.
LITIGATION SETTLEMENT CHARGE
In the third quarter of 2014, we recorded a litigation settlement charge of $48 million related to the settlement of the U.S. wallboard pricing class action lawsuit. See Note 19 to the consolidated financial statements in Part II, Item 8 of this report for additional detail.
LONG-LIVED ASSET IMPAIRMENT CHARGES
Long-lived asset impairment charges were $90 million in 2014. There were no impairment charges on long-lived assets in 2015 or 2013. The charges in 2014 reflect the impairment of $30 million on certain manufacturing facilities and capitalized costs for the construction of future facilities, which we do not anticipate will be built within our planning horizon, and of $60 million on two vessels owned by Gypsum Transportation Limited (GTL). See Notes 12 and 13 to our consolidated financial statements in Part II, Item 8 of this report for additional information related to long-lived asset impairment charges.
CONTRACT TERMINATION CHARGE AND (RECOVERY) LOSS ON RECEIVABLE
In the fourth quarter of 2014, we recorded a charge of $15 million for contract costs related to a lease of an ocean vessel that were to be incurred over the remaining term without economic benefit to us and for a loss on an uncollectible receivable owed to GTL by its trading partner.
In 2015, we recovered $6 million of the previously deemed uncollectible receivable through a settlement agreement. See Note 13 to the consolidated financial statements in Part II, Item 8 of this report for additional information.
GAIN ON DISPOSAL OF SHIPPING OPERATIONS, NET
During the second quarter of 2015, we recorded a net gain on the disposal of our shipping operations of $1 million. This reflects a gain on sale of our two self-unloading vessels of $7 million and charges to wind down our shipping operations of $6 million.
RESTRUCTURING CHARGES
In prior years, we implemented restructuring activities and as a result, recorded restructuring charges of $3 million in 2013. There were no restructuring charges recorded in 2015 or 2014. These charges in 2013 primarily related to salaried workforce reductions.
INCOME (LOSS) FROM EQUITY METHOD INVESTMENTS
Income (loss) from equity method investments was $48 million in 2015, $33 million in 2014, and $(1) million in 2013. The increase from 2014 to 2015 primarily reflects an increase in our share of the net income of UBBP driven by both growth in the business year-over-year and twelve months of equity method income in 2015 and only ten months in 2014. Our share of equity earnings in 2015 was negatively impacted by approximately $8 million due to the strengthening of the U.S. dollar.
The increase from 2013 to 2014 primarily reflects ten months of equity income of $33 million attributable to our share of the net income of UBBP, which commenced on February 27, 2014.
INTEREST EXPENSE
Interest expense was $163 million in 2015, $179 million in 2014 and $203 million in 2013. Lower interest expense in 2015 as compared to 2014 primarily reflects lower debt levels and lower interest rates on our outstanding debt. The decline was driven

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by the April 2014 conversion of $75 million of our 10% convertible senior notes into common stock, the August 2014 repayment of $59 million of our 9.75% Senior Notes, the February 2015 repurchase of our 8.375% Senior Notes due 2018, the repayment of our ship mortgage facility and lower amortization of deferred financing fees and debt discounts, offset by the issuance of our 5.5% Senior Notes due 2025.
Lower interest expense in 2014 as compared to 2013 primarily reflects the conversion of $325 million and $75 million of our 10% convertible senior notes into common stock in December 2013 and April 2014, respectively, and the repayment of $59 million of our 2014 Notes in August 2014 offset by additional interest expense related to our $350 million of 5.875% senior notes that were issued in October 2013.
INCOME AND GAIN ON SALE FROM EQUITY METHOD INVESTMENT TO RELATED PARTY
On December 22, 2015, we completed the disposition of our 50% share of the Knauf-USG joint venture to Knauf for a total price of €48 million in cash, or approximately $52 million. We recorded a gain of $11 million, or $6 million net of tax, on the disposition of the equity method investment. Our share of the income from the equity method investment from January 1, 2015 through December 22, 2015 amounted to $2 million, which was flat with 2014 and 2013. See Note 3 to our consolidated financial statements in Part II, Item 8 of this report for additional information.
GAIN ON DECONSOLIDATION OF SUBSIDIARIES
In the first quarter of 2014, we recognized a gain of $27 million on the deconsolidation of subsidiaries as a result of our contribution of our wholly-owned subsidiaries in Singapore, India, Malaysia, New Zealand and Australia and our consolidated joint ventures in Oman into UBBP.
LOSS ON EXTINGUISHMENT OF DEBT
In the first quarter of 2015, we recorded a $19 million loss on the extinguishment of debt, including premiums and a write-off of unamortized debt issuance costs, in connection with the tender offer and repurchase of our 8.375% Senior Notes due 2018.
INCOME TAX EXPENSE
Income tax benefit was $729 million in 2015 compared with income tax expense of $7 million in 2014. The income tax benefit in 2015 primarily resulted from the reversal of a substantial portion of our deferred tax asset valuation allowance of $731 million. In addition, tax benefits of $5 million were recorded for recently enacted Federal law changes related to alternative minimum tax credit monetization, or AMT credits. These benefits recorded were offset slightly by tax expense for certain foreign, state and local jurisdictions of $7 million. Due to the effects of reversing our deferred tax asset valuation allowance, our effective tax rate for 2015 is abnormally low. See further discussion of the release of our valuation allowance below under "Realization of Deferred Tax Asset". In 2016, our income tax provision on our domestic earnings in our consolidated statement of operations will not be offset by a corresponding change in the valuation allowance.  Thus, our income tax provision will result in a charge to earnings.
Income tax expense was $7 million in 2014 compared with $11 million in 2013. Our effective tax rate in 2014 was 15.3%. Income tax expense in 2014 primarily reflects income taxes for certain foreign, state and local jurisdictions of $9 million, which includes $2 million of withholding taxes between foreign jurisdictions, offset by an income tax benefit of $2 million from accumulated other comprehensive income (loss) related to the settlement of a pension plan for which we recorded a $13 million charge in 2014.
The effective tax rate based on our income (loss) from continuing operations was 18.6% for 2013. Income tax expense in 2013 primarily reflects income taxes for certain foreign, state and local jurisdictions of $14 million, including $6 million of withholding taxes on dividends between foreign jurisdictions, partially offset by an income tax benefit of $3 million recorded in the first quarter of 2013, which primarily related to the release of the valuation allowance against a portion of our alternative minimum tax, or AMT, credits. This change in the realizability of those credits was due to the enactment of the American Taxpayer Relief Act of 2012. 



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Segment Results of Operations
GYPSUM
Net sales and operating profit (loss) for the businesses comprising our Gypsum segment were as follows:
 
 
 
 
 
 
 
Favorable (Unfavorable)
 
 
 
 
 
 
 
2015 vs. 2014
 
2014 vs. 2013
(millions)
2015 (a)
 
2014(b)
 
2013(c)
 
$
 
%
 
$
 
%
Net Sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
United States
$
2,012

 
$
1,920

 
$
1,765

 
$
92

 
5
 %
 
$
155

 
9
 %
Canada
321

 
344

 
348

 
(23
)
 
(7
)%
 
(4
)
 
(1
)%
Mexico / Latin America
187

 
195

 
197

 
(8
)
 
(4
)%
 
(2
)
 
(1
)%
Gypsum Transportation Limited
10

 
81

 
81

 
(71
)
 
(88
)%
 
—

 
*

Canadian Mining
6

 
5

 
8

 
1

 
20
 %
 
(3
)
 
(38
)%
Eliminations
(139
)
 
(142
)
 
(137
)
 
3

 
2
 %
 
(5
)
 
(4
)%
Total
$
2,397

 
$
2,403

 
$
2,262

 
$
(6
)
 
—
 %
 
$
141

 
6
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Profit (Loss):
 
 
 
 
 
 
 
 
 
 
 
 
 
United States
$
316

 
$
192

 
$
214

 
$
124

 
65
 %
 
$
(22
)
 
(10
)%
Canada
7

 
13

 
17

 
(6
)
 
(46
)%
 
(4
)
 
(24
)%
Mexico / Latin America
24

 
19

 
21

 
5

 
26
 %
 
(2
)
 
(10
)%
Gypsum Transportation Limited
7

 
(52
)
 
20

 
59

 
*

 
(72
)
 
*

Canadian Mining
(6
)
 
(3
)
 
(10
)
 
(3
)
 
(100
)%
 
7

 
*

Eliminations
—

 
—

 
(1
)
 
—

 
*

 
1

 
100
 %
Total
$
348

 
$
169

 
$
261

 
$
179

 
*

 
$
(92
)
 
(35
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
*
Not meaningful
(a)
Operating profit in 2015 includes $1 million for the net gain on sale of the ships and costs to wind-up the Gypsum Transportation Limited business, a $6 million recovery of a portion of the receivable deemed uncollectible in 2014 and a pre-tax gain on the sale of assets in Mexico of $10 million ($7 million net of tax).
(b)
Operating profit in 2014 included a litigation charge of $48 million, which relates to the United States, long-lived asset impairment charges of $90 million, of which $30 million relates to United States and $60 million relates to Gypsum Transportation Limited, and contract termination and loss on receivable of $15 million, which relates to Gypsum Transportation Limited.
(c)
Operating profit in 2013 included restructuring charges of $3 million, which all related to United States, and pension settlement charges of $9 million, which primarily related to United States.
UNITED STATES
2015 COMPARED WITH 2014
Net sales in 2015 increased $92 million, or 5%, compared with 2014. The net sales increase was due to the following:
 
Sales
 
Volume
 
Price
(millions)
$
%
 
$
%
 
$
%
Change to 2015 from 2014
 
 
 
 
 
 
 
 
Sheetrock® brand gypsum wallboard
33

4
%
 
19

2
%
 
14

2
%
Sheetrock® brand joint compound
19

6
%
 
14

5
%
 
5

1
%
Durock® brand cement board
10

9
%
 
4

4
%
 
6

5
%
Roof board
8

18
%
 
8

18
%
 
—

—

Levelrock® brand poured flooring
8

18
%
 
8

18
%
 
—

—

Other
14

10
%
 
 
 
 
 
 
Total increase in net sales
$
92

5
%
 
 
 
 
 
 
Net sales of USG Sheetrock® brand gypsum wallboard increased $33 million, or 4%, reflecting 2% increases in both volume and average gypsum wallboard selling prices. The increase in volume was driven by higher demand in nearly all channels, with the increase in average selling prices driven by the price increase put in place on January 1, 2015.

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Sales of Sheetrock® brand joint compound increased $19 million driven largely by increased volume to specialty dealers and big box retailers and a 1% increase in average selling prices due to the price increase that was effective in the first quarter of 2015. Durock® brand cement board sales increased $10 million which reflected both higher volumes through big box retailers, flooring customers and specialty dealers and higher average selling price due to the price increase that was effective in the first quarter of 2015. Sales of roof board and Levelrock® increased by $16 million primarily driven by higher volume for Gyp-Fiber roof boards, Glass-Mat roof boards and Levelrock® poured flooring. The increase in Other reflected higher sales of other products of $14 million, which was due to product mix and other surfaces and substrates products, none of which were individually significant.
Operating profit was $316 million in 2015 and $192 million in 2014, or a $124 million increase. Of this increase, $66 million reflects the absence from 2015 of certain items recorded in 2014 and further discussed below. The remaining operating profit increase of $58 million reflects the following:
 
Operating Profit
 
Volume
 
Price
 
Cost
(millions)
$
 
$
 
$
 
$
Change to 2015 from 2014
 
 
 
 
 
 
 
Sheetrock® brand gypsum wallboard
$
37

 
$
8

 
$
14

 
$
15

Sheetrock® brand joint compound
11

 
3

 
5

 
3

Durock® brand cement board
2

 
1

 
5

 
(4
)
Roof board
4

 
2

 
—

 
2

Other gypsum products
4

 
 
 
 
 
 
Other
66

 
 
 
 
 
 
Total increase in operating profit
$
124

 
 
 
 
 
 
Of the increase of $124 million, $66 million was driven by the absence in 2015 of a litigation charge of$48 million due to the settlement of the U.S. wallboard pricing class action lawsuit, long-lived asset impairment charges of $30 million related to certain manufacturing facilities and capitalized costs for the construction of future facilities, which we do not anticipate will be built within our planning horizon, and a gain of $12 million on the sale of surplus property.
The remaining $58 million improvement in operating profit in 2015 was driven by gross profit improvement of the products reflected above, with:
•
Higher volume of 2%, driven by big box retailers and specialty dealers, higher selling prices for USG Sheetrock® brand gypsum wallboard, and lower per unit costs;
•
Higher volume of 5%, driven by specialty dealers and big box retailers, and higher selling prices for USG Sheetrock® brand joint compound and lower per unit costs of 1%;
•
4% higher volumes for Durock® brand cement board through big box retailers, flooring customers and specialty dealers and higher selling prices, including freight, largely offset by an increase of per unit costs of 5%;
•
Gyp-Fiber and Glass-Mat roof board higher volumes and per unit cost improvement.
Manufacturing costs per unit improved for USG Sheetrock® brand gypsum wallboard driving $15 million of increased operating profit. The improved operating profit was largely driven by a reduction in energy costs led the decline in per dekatherm ("Dth") cost of natural gas. The reduction in energy costs was also driven by lower usage as a result of operational initiatives. Higher conversion and fixed costs, largely attributable to increased employee costs offset some of these energy savings. Durock® cost per unit was up from 2014 driven by increases in prices of raw materials and increased transportation costs. Per unit manufacturing costs for joint compound declined driven by a decrease in costs of raw materials, primarily in packaging where the cost of resin declined due to the continued decrease in the price of oil, and an increase in volumes, offset by increased employee costs.
As a percentage of sales, selling and administrative expenses declined by 20 basis points, with management’s continued focus to reduce spending which offset higher employee, salary and incentive compensation expense compared to 2014.
New housing construction increased in 2015, resulting in increased demand for gypsum wallboard, as discussed above. U.S. Gypsum shipped 5.44 billion square feet of USG Sheetrock® brand gypsum wallboard in 2015, a 2% increase from 5.33 billion square feet in 2014. During 2015, USG Sheetrock® Brand UltraLight Panels accounted for 65% of all of our wallboard shipments in the United States. We estimate that industry capacity utilization rates averaged approximately 68% during 2015, while U.S. Gypsum’s capacity utilization rate averaged 57%.

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2014 COMPARED WITH 2013
Net sales in 2014 increased $155 million, or 9%, compared with 2013. Net sales of USG Sheetrock® brand gypsum wallboard increased $91 million, or 11%, reflecting an 8% increase in average gypsum wallboard selling prices, which increased sales by $62 million, and a 4% increase in gypsum wallboard shipments, which contributed $29 million to net sales. Net sales of Sheetrock® brand joint compound were up $16 million due to a 4% increase in volume and a 1% increase in selling prices. Net sales of Durock® brand cement board increased $6 million due to a 7% increase in volume offset by a 1% decrease in price. Net sales of other products, including freight, increased an aggregate of $45 million compared with 2013. Offsetting these increases are lower sales of Fiberock® brand gypsum fiber panels of $2 million primarily due to a 4% decrease in volume and a 2% decrease in price and an increase in sales discounts of $1 million due primarily to higher sales.
Operating profit was $192 million in 2014 and $214 million in 2013. The decrease includes a litigation settlement charge of $48 million due to the settlement of the U.S. wallboard pricing class action lawsuit and impairment charges of $30 million related to certain manufacturing facilities and capitalized costs for the construction of future facilities, which we do not anticipate will be built within our planning horizon. The decrease also includes a $9 million charge from the mark-to-market of our natural gas hedges due to the decrease in natural gas price and additional cost and overhead expenses, including $16 million of employee related costs, $3 million of professional fees, $2 million in marketing costs, $3 million of depreciation and accretion, $4 million of freight charges, $3 million of other plant costs and $4 million of other miscellaneous costs. Offsetting these costs is an increase in gross profit of $78 million due to the following: (a) a gross profit increase of $68 million for USG Sheetrock® brand gypsum wallboard primarily due to higher volume and selling prices of 4% and 8%, respectively, partially offset by higher per unit costs of 1%, (b) a gross profit increase of $3 million for Sheetrock® brand joint compound primarily due to higher volume of 4% and selling prices of 1%, partially offset by higher per unit costs of 1%, (c) a gross profit increase of $1 million for Durock® brand cement board primarily due to increased volume of 7% offset by decreased price of 1% and unchanged per unit costs, and (d) a gross profit increase of $7 million for our other gypsum products, offset by a decrease of $1 million in Fiberock® brand gypsum fiber panels due to the decreased volume of 4% and price of 2% offset by lower per unit costs of 1%. Also contributing to the offset of the increased costs were lower information technology costs of $1 million, the absence of a pension settlement charge of $9 million that was recorded in 2013 and a gain of $12 million on sale of surplus property.
New housing construction increased in 2014, resulting in increased demand for gypsum wallboard, as discussed above. U.S. Gypsum shipped 5.33 billion square feet of USG Sheetrock® brand gypsum wallboard in 2014, a 4% increase from 5.14 billion square feet in 2013. During 2014, USG Sheetrock® Brand UltraLight Panels accounted for 63% of all of our wallboard shipments in the United States. We estimate that industry capacity utilization rates averaged approximately 66% during 2014, while U.S. Gypsum’s capacity utilization rate averaged 56%.
Manufacturing costs per unit increased 1% for USG Sheetrock® brand gypsum wallboard in 2014 compared with 2013, due primarily to an increase of 6% for conversion costs primarily due to labor costs partially offset by lower man hour usage and 5% for energy due primarily to increased cost of energy in the first quarter due to colder than normal weather offset by per unit cost decreases of 6% for fixed costs reflecting favorable impact from higher volumes.
CANADA
2015 COMPARED WITH 2014
Net sales in 2015 were $321 million compared to net sales in 2014 of $344 million. This reduction in net sales was driven by a $41 million negative impact due to the strengthening of the U.S. Dollar. The foreign currency impact was partially offset by an increase in net sales of wallboard of $26 million driven by increases in volume and selling prices of 6%.
Operating profit was $7 million in 2015 compared with $13 million in 2014. This $6 million decline is driven by a $13 million unfavorable impact of foreign currency, $3 million lower joint treatment profit driven by a reduction in volume and 13% higher cost offset by an improvement in wallboard volume and selling prices as noted above. Also contributing to the decline in operating profit is the increase in miscellaneous costs driven by higher employee costs. Selling and administrative expenses remained flat as a percentage of sales.

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2014 COMPARED WITH 2013
Net sales in 2014 were $344 million compared to net sales in 2013 of $348 million. This decrease of $4 million includes an unfavorable impact of currency translation of $23 million due to the weakening of the Canadian Dollar to the U.S. Dollar and an unfavorable change in cash discounts recorded of $1 million. Offsetting this decrease are $17 million of higher net sales for Sheetrock® brand gypsum wallboard due to a 6% increase in volume offset by a 4% decrease in price, higher net sales of other non-wallboard products of $1 million and increased outbound freight of $2 million.
Operating profit was $13 million in 2014 compared with $17 million in 2013. This $4 million decrease reflects $2 million of lower gross profit for joint treatment products, $1 million of lower gross profit for other non-wallboard products and an unfavorable impact due to currency translation of $1 million.
MEXICO / LATIN AMERICA
2015 COMPARED WITH 2014
Net sales in Mexico and Latin America were $187 million in 2015 compared with $195 million in 2014. The decrease of $8 million in sales was driven by the strengthening of the U.S. Dollar, which negatively impacted net sales by approximately $16 million, which was offset by an increase in both wallboard volume and price.
Operating profit was $24 million in 2015 compared with $19 million in 2014. The increase of $5 million is driven by the realization of a pre-tax gain of $10 million ($7 million net of tax) on the disposition of surplus property in Mexico that was completed in December 2015, improvement in energy pricing and operational efficiencies derived from Lean Six Sigma projects. Offsetting this increase was the unfavorable impact of foreign currency of approximately $6 million.
2014 COMPARED WITH 2013
Net sales for business in Mexico and Latin America were $195 million in 2014 compared with $197 million in 2013. The decrease of $2 million in sales includes an unfavorable impact due to currency translation of $7 million primarily due to the weakening of the Mexican Peso to the U.S. Dollar and a decrease in gypsum wallboard of $6 million due to lower volumes in Mexico and a decrease in price in Latin America. Offsetting these decreases is a $2 million increase in Durock® due to increased volume and price, a $2 million increase in joint treatment due to increased volume and price, and a $7 million increase in other non-wallboard products due primarily to higher volume of industrial gypsum and Fiberock®.
Operating profit was $19 million in 2014 compared with $21 million in 2013. The decrease of $2 million includes unfavorable currency translation of $1 million. Also contributing to the decline in operating profit was a $4 million decrease in gypsum wallboard and a $1 million decrease in drywall steel. These declines were offset by a $1 million increase in joint treatment, a $2 million increase in Durock®, and a $1 million increase in other products. Selling and administrative expenses were unchanged year over year.
GYPSUM TRANSPORTATION LIMITED
Net sales for our shipping company, Gypsum Transportation Limited, or GTL, were $10 million in 2015 as compared to $81 million in 2014. The decrease of $71 million reflects the cancellation of a contract of affreightment in the fourth quarter of 2014 when our trading partner ceased performing under the contract. In 2015, we were party to a short term shipping contract prior to the sale of our two self-unloading vessels in April 2015.
Operating profit went from a loss of $52 million in 2014 to operating profit of $7 million in 2015. The profit in 2015 includes $1 million of operating profit recorded in second quarter of 2015 reflecting the gain on the sale of our ships offset by charges incurred to wind down our shipping operations and a $6 million recovery of a portion of the receivable owed to GTL by its trading partner that was fully reserved for in 2014. See Note 13 to the consolidated financial statements in Part II, Item 8 of this report for additional information.
Net sales were flat in 2014 compared with 2013. Operating profit decreased $72 million from $20 million in 2013 to an operating loss of $52 million in 2014. The decrease reflects the 2014 long-lived asset impairment charge of $60 million on the two shipping vessels owned by GTL and a $15 million charge for contract costs related to a lease of an ocean vessel that were to be incurred over the remaining term without economic benefit to us and a loss on an uncollectible receivable owed to GTL by its trading partner which has since been partially recovered.
CANADIAN MINING
Net sales for our mining operation in Little Narrows, Nova Scotia, Canada, were $6 million in 2015, $5 million in 2014, and $8 million in 2013. Operating loss was $6 million in 2015, $3 million in 2014, and $10 million in 2013. 2014 included a reduction to the estimates of reclamation activities required for our mining operations in Canada that did not recur in 2015.

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CEILINGS
Net sales and operating profit for the businesses comprising our Ceilings segment were as follows:
 
 
 
 
 
 
 
Favorable (Unfavorable)
 
 
 
2015 vs. 2014
 
2014 vs. 2013
(millions)
2015
 
2014
 
2013(b)
 
$
 
%
 
$
 
%
Net Sales:
 
 
 
 
 
 
 
 
 
 
 
 
 
United States
$
467

 
$
464

 
$
471

 
$
3

 
1
 %
 
$
(7
)
 
(1
)%
USG International (a)
—

 
7

 
51

 
(7
)
 
(100
)%
 
(44
)
 
(86
)%
Canada
51

 
57

 
61

 
(6
)
 
(11
)%
 
(4
)
 
(7
)%
Mexico / Latin America
36

 
39

 
39

 
(3
)
 
(8
)%
 
—

 
*

Eliminations
(55
)
 
(54
)
 
(54
)
 
(1
)
 
(2
)%
 
—

 
*
Total
$
499

 
$
513

 
$
568

 
$
(14
)
 
(3
)%
 
$
(55
)
 
(10
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating Profit:
 
 
 
 
 
 
 
 
 
 
 
 
 
United States
$
81

 
$
74

 
$
81

 
$
7

 
9
 %
 
$
(7
)
 
(9
)%
USG International (a)
—

 
—

 
(3
)
 
—

 
*

 
3

 
100
 %
Canada
3

 
6

 
11

 
(3
)
 
(50
)%
 
(5
)
 
(45
)%
Mexico / Latin America
5

 
7

 
9

 
(2
)
 
(29
)%
 
(2
)
 
(22
)%
Total
$
89

 
$
87

 
$
98

 
$
2

 
2
 %
 
$
(11
)
 
(11
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* not meaningful
 
 
 
 
 
 
 
 
 
 


 
 
(a)
USG International’s net sales and operating profit for the year ended December 31, 2014 include the results of our wholly-owned subsidiaries and consolidated joint ventures that were contributed to UBBP through February 27, 2014. The comparative 2013 period include the results of those entities for the full year presented.
(b)
Operating profit for 2013 included a pension settlement charge of $2 million.
UNITED STATES
2015 COMPARED WITH 2014
Net sales for our domestic ceilings business increased to $467 million in 2015, a $3 million, or 1%, increase from $464 million in 2014. The increase reflected the following:
 
Sales
 
Volume
 
Price
(millions)
$
%
 
$
%
 
$
%
Change to 2015 from 2014
 
 
 
 
 
 
 
 
Ceiling grid
$
1

1
%
 
$
1

1
%
 
$
—

—
%
Ceiling tile
2

1
%
 
(1
)
—
%
 
3

1
%
Total increase in net sales
$
3

1
%
 
 
 
 
 
 
The increase in sales for ceiling tile was driven by a price increase implemented in the first quarter of 2015 which was partially offset by a reduction in volume.

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Operating profit of $81 million in 2015 increased $7 million, or 9%, The increase reflected the following:
 
Operating Profit
 
Volume
 
Price
 
Cost
(millions)
$
 
$
 
$
 
$
Change to 2015 from 2014
 
 
 
 
 
 
 
Ceiling grid
$
1

 
$
1

 
$
—

 
$
—

Ceiling tile
5

 
(1
)
 
3

 
3

Other
1

 
 
 
 
 
 
Total increase in operating profit
$
7

 
 
 
 
 
 
The increase in operating profit reflects the improvement in price and cost for ceiling tile with the price contribution driven primarily by the implementation of an increase in average selling price during the first quarter of 2015. The reduction in cost is largely driven by lower per unit cost for ceiling tile reflecting lower energy costs, raw material and fixed costs lead by decreases in natural gas prices and wool costs, partially offset by increases in employee costs. Other includes savings from lower selling and administrative expenses, which as a percentage of sales declined by 40 basis points, driven by management’s continued focus to reduce spending which offset higher employee salary and incentive compensation expense compared to 2014.
2014 COMPARED WITH 2013
Net sales for our domestic ceilings business decreased to $464 million in 2014, a $7 million, or 1%, decrease from $471 million in 2013. This decrease reflected lower sales of $7 million for ceiling grid and $2 million for other product lines offset by increased sales of $2 million for ceiling tile. The decrease in sales of ceiling grid was primarily attributable to an decrease in volume of 8%, or $12 million, offset by an improvement in average realized selling prices of 4%, which favorably affected sales by $5 million. The decrease in sales volume for ceiling grid reflects the impact of extreme weather conditions in the United States during the early part of 2014 and the unfavorable impact of higher sales related to demand pull-forward in the fourth quarter of 2013. The increase in sales of ceiling tile reflected higher average realized selling prices of 4%, which favorably affected sales by $9 million, partially offset by a 3% decrease in ceiling tile volume, which adversely affected sales by $7 million.
Operating profit of $74 million in 2014 declined $7 million, or 9%. The decrease in operating profit was attributable to a $3 million and $4 million decrease in gross profit for ceiling grid and ceiling tile, respectively, $2 million in plant costs and $6 million for miscellaneous and overhead costs. The decrease in gross profit for ceiling grid reflects a 8% decrease in volume and a 2% increase in per unit cost offset by a 4% increase in price. The decrease in gross profit for ceiling tile reflects a decrease in volume of 3% and an increase in per unit cost of 6% offset by an increase in price of 4%. The increase in per unit cost for both ceiling tile and grid reflect higher conversion and energy costs due to lower volume and seasonal gas usage and non-routine maintenance. Offsetting the decrease was the absence of $6 million of environmental charges and $2 million of pension settlement charges recorded in 2013.
USG INTERNATIONAL
Net sales in 2014 for USG International, which consists only of the results of our wholly-owned subsidiaries in the Asia-Pacific region and India and our consolidated joint ventures in Oman, were $7 million, a decrease of $44 million, or 86%, compared to 2013. The decrease reflects the contribution of these entities as part of our investments in UBBP in February 2014. Therefore, results for USG International represent the net sales and operating profit (loss) for those entities for two months in 2014 and a full year for 2013. Operating profit for USG International was $0 million in 2014 compared to a $3 million operating loss in 2013 which is also reflective of the contribution of our subsidiaries and consolidated joint ventures as part of our investments in UBBP.
CANADA
2015 COMPARED WITH 2014
Net sales in 2015 were $51 million, a decrease of $6 million, or 11%, compared with 2014. The decrease includes an unfavorable currency impact of $6 million due to the strengthening of the U.S. Dollar. Net sales also included a decrease in ceiling grid sales of approximately $2 million offset by an increase of $3 million in sales of ceiling tile and outbound freight.
Operating profit was $3 million in 2015 and $6 million in 2014, a decrease of $3 million, which primarily reflected declines in operating profit of $1 million for ceiling grid due to decline in grid volumes and an increase in grid cost and $1 million for ceiling tile driven by foreign currency which was partially offset by a 2% increase in tile volume. Selling and administrative expenses as a percentage of sales remained flat from 2015 as compared to 2014.

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2014 COMPARED WITH 2013
Net sales in 2014 were $57 million, a decrease of $4 million, or 7%, compared with 2013. The decrease includes an unfavorable currency translation of $4 million due to the weakening of the Canadian Dollar as compared to the U.S. Dollar. Net sales also included a decrease in ceiling grid sales of approximately $1 million offset by an increase of $1 million in outbound freight.
Operating profit was $6 million in 2014 and $11 million in 2013, a decrease of $5 million, which primarily reflected increased costs and lower gross margins of $2 million for ceiling grid and $2 million for ceiling tile. The decrease also includes an unfavorable currency translation of $1 million. Selling and administrative expenses were unchanged from 2014 as compared to 2013.
MEXICO / LATIN AMERICA
2015 COMPARED WITH 2014
Net sales in 2015 declined $3 million from 2014 to $36 million which primarily reflects a negative impact of foreign currency due to the strengthening of the U.S. Dollar.
Operating profit in 2015 decreased $2 million from $7 million in 2014. This decrease reflects a negative impact of foreign currency due to the strengthening of the U.S. Dollar, partially offset by improvement in energy pricing and operational efficiencies derived from Lean projects. Selling and administrative expenses remained unchanged as a percentage of sales.
2014 COMPARED WITH 2013
Net sales in 2014 were unchanged from 2013 at $39 million which reflects an increase of $1 million in ceiling grid due to increases in both volume and price offset by unfavorable currency translation of $1 million.
Operating profit in 2014 decreased $2 million from $9 million in 2013. This decrease reflects increase cost for ceiling grid of approximately $2 million. Selling and administrative expenses remained unchanged from 2013 to 2014.
DISTRIBUTION
Net sales and operating profit for our Distribution segment, which consists of L&W Supply, were as follows:
 
 
 
 
 
 
 
Favorable (Unfavorable)
 
 
 
 
 
 
 
2015 vs. 2014
 
2014 vs. 2013
(millions)
2015
 
2014
 
2013(a)
 
$
 
%
 
$
 
%
Net sales
$
1,428

 
$
1,345

 
$
1,245

 
$
83

 
6
%
 
$
100

 
8
%
Operating profit
27

 
16

 
6

 
11

 
69
%
 
10

 
*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* not meaningful
 
 
 
 
 
 
 
 
 
 
 
 
 
(a)
The operating profit for 2013 includes a $1 million reduction to previously accrued restructuring charges and $3 million of pension settlement charges.
2015 COMPARED WITH 2014
Net sales in 2015 increased $83 million compared with 2014. Net sales of gypsum wallboard increased $44 million reflecting a 2% increase in average gypsum wallboard selling prices and a 6% increase in gypsum wallboard shipments. The improvement also included an increase of $9 million, or 4%, for metal products, $5 million, or 7%, for joint treatment products, $2 million, or 1%, for ceilings products, and $23 million, or 8%, for other products. Same-location net sales for 2015 were up 6% compared with 2014.
Operating profit was $27 million in 2015 compared with $16 million in 2014. The improvement of $11 million was primarily attributed to an increase in gross profit of $12 million, or 11%, for gypsum wallboard due to increases in volume of 6% and selling price of 2%, partially offset by an increase in cost. Although both delivery and branch overhead expenses were up year over year, as a percentage of net sales, they remained flat. Selling and administrative expenses were slightly down, although as a percentage of sales, they remained at 1%.
2014 COMPARED WITH 2013
Net sales in 2014 increased $100 million compared with 2013. Net sales of gypsum wallboard increased $60 million, or 14%, reflecting a 8% increase in average gypsum wallboard selling prices and a 6% increase in gypsum wallboard shipments. The improvement also included an increase of $11 million, or 5%, for ceilings products, $6 million, or 2%, for metal products, $5 million, or 8%, for joint treatment products, and $18 million, or 7%, for other products. Same-location net sales for 2014 were up 7% compared with 2013.

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Operating profit was $16 million in 2014 compared with $6 million in 2013. The improvement of $10 million was primarily attributed to an increase in gross profit of $10 million, or 5%, for gypsum wallboard due to an increase in volume and selling price partially offset by an increase in cost. Also increasing operating profit is a reimbursement of $2 million from Knauf Plasterboard for Chinese wallboard claims and the absence of $3 million of pension settlement charges offset by other overhead costs of $5 million. As a percentage of sales, selling and administrative expenses remained at 1%.
USG BORAL BUILDING PRODUCTS
UBBP is the 50/50 joint ventures with Boral and is accounted for as equity method investments, as such net sales and operating profit are not recorded in the consolidated financial statements of USG. The following reflects the net sales and operating profit as recorded by UBBP and the equity income recorded by USG:
 
 
 
 
 
 
 
Favorable (Unfavorable)
 
 
 
 
 
 
 
2015 vs. 2014
 
2014 vs. 2013
(millions)
2015
 
2014 (a)
 
2013
 
$
 
%
 
$
 
%
Net sales
$
1,003

 
$
927

 
N/A
 
$
76

 
8
%
 
*
 
*
Operating profit
124

 
95

 
N/A
 
29

 
31
%
 
*
 
*
Income from equity method investments - UBBP
48

 
33

 
N/A
 
15

 
45
%
 
*
 
*
 
 
 
 
 
 
 
 
 
 
 
 
 
 
* not meaningful
 
 
 
 
 
 
 
 


 
 
 
 
(a)
Operating results are presented for UBBP for the ten months ended December 31, 2014.
Operations commenced on February 27, 2014, as such, our 2015 consolidated statement of operations is the first full year of our share of equity method income, while 2014 includes our share of 10 months of equity method income. See Note 3 to our consolidated financial statements included in Part II, Item 8 of this report.
2015 COMPARED WITH 2014
Net sales for UBBP in 2015 surpassed $1 billion, plasterboard shipments were 4.4 billion square feet, operating profit was $124 million and net income attributable to UBBP was $96 million, compared to 2014 where sales, shipments, operating profit and net income attributable to UBBP were $927 million, 3.83 billion square feet, $95 million and $67 million, respectively. The strengthening of the U.S. Dollar from 2014 to 2015 negatively impacted UBBP's net sales and net income by $105 million and $16 million, respectively.
UBBP's results included sales of USG Boral Sheetrock®, which leverages the technology in USG Sheetrock®, in Australia, South Korea, Indonesia, Vietnam, China and Thailand. UBBP is able to sell USG Boral Sheetrock® at a premium price and, in some markets, conversion rates have surpassed 10%, while in Australia the conversion rate is above 30%. Net sales in Asia and Australasia made up approximately 66% and 34%, respectively, of total net sales for UBBP. Net sales in China, Indonesia, South Korea and Thailand represented approximately 81% of Asia's net sales. Net sales in Australia represented almost all of Australasia's net sales.
Our share of equity income from USG Boral was $48 million in 2015 compared to $33 million in 2014. The increase from 2014 to 2015 primarily is driven by both growth in the business year over year and twelve months of equity method income in 2015 compared to ten months in 2014. The increase from 2014 was negatively impacted by approximately $8 million due to the strengthening of the U.S. Dollar.

2014
Income from equity method investments in our consolidated statement of operations for the year ended December 31, 2014 included $33 million representing 10 months of our share of the net income of UBBP. Our income from equity method investments for the year ended December 31, 2014 included approximately $2 million, net of tax, of costs representing our share of UBBP's restructuring charges.
For the ten month period from February 27, 2014 to December 31, 2014, net sales for UBBP were $927 million, plasterboard shipments were 3.83 billion square feet, operating profit was $95 million and net income attributable to UBBP was $67 million. UBBP's results included sales from the launch of USG Boral Sheetrock®, which leverages the technology in USG Sheetrock®, in Australia, South Korea and Thailand. UBBP is able to sell USG Boral Sheetrock® at a premium price and, in some markets, conversion rates have surpassed 10%. Net sales in Asia and Australasia made up approximately 65% and 35%, respectively, of total net sales for UBBP. Net sales in China, Indonesia, South Korea and Thailand represented approximately 83% of Asia's net sales and plasterboard revenue accounted for approximately 70% of Asia's net sales. Net sales in Australia represented almost all of Australasia's net sales. Results for UBBP included $7 million ($5 million, net of tax) of restructuring costs incurred in the second quarter of 2014.

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CORPORATE
Operating expenses for Corporate were $95 million in 2015, $109 million in 2014 and $93 million in 2013. The decrease in 2015 compared to 2014 reflects the absence of a pension settlement charge of $13 million for our previously frozen U.K. pension plan recorded in 2014 with further reductions driven by management’s continued focus to reduce spending, lower stock compensation expense due to lower grant date fair value offset by higher employee salary, benefit and incentive compensation expense compared to 2014.
The increase in expenses in 2014 compared to 2013 primarily reflected a pension settlement charge of $13 million recorded in 2014 for our previously frozen pension plan at our subsidiary in the U.K. compared to a $1 million settlement charge recorded in 2013 for the U.S. plan. Also impacting operating expenses for Corporate were increases in stock compensation expense related to higher fair value of awards on grant date and in expenses related to upgrades to our information technology which were offset by a decrease in incentive compensation.

Liquidity and Capital Resources
LIQUIDITY
As of December 31, 2015, we had $672 million of cash and cash equivalents and marketable securities compared with $382 million as of December 31, 2014. Our total liquidity was $967 million as of December 31, 2015 (including $295 million of borrowing availability under our credit facility) compared to $673 million as of December 31, 2014 (including $291 million of borrowing availability under our credit facility). The increase is attributable to our improved operating results in 2015, the disposition of non-core assets and lower interest expense relative to 2014.
We invest in cash equivalents and marketable securities pursuant to an investment policy that has preservation of principal as its primary objective. The policy includes provisions regarding diversification, credit quality and maturity profile that are designed to minimize the overall risk profile of our investment portfolio. The securities in the portfolio are subject to normal market fluctuations. See Note 4 to the consolidated financial statements in Part II, Item 8 of this report for additional information regarding our investments in marketable securities.
Total debt, as of December 31, 2015, consisted of senior notes and industrial revenue bonds and, as of December 31, 2014, our outstanding borrowings under our ship mortgage facility. Total debt amounted to $2.175 billion ($2.189 billion in aggregate principal amount less $14 million of unamortized original issue discount and debt issuance costs) as of December 31, 2015 and $2.195 billion ($2.210 billion in aggregate principal amount less $15 million of unamortized original issue discount and debt issuance costs) as of December 31, 2014. As of December 31, 2015 and during the year then ended, there were no borrowings under our revolving credit facility. See Note 6 to the consolidated financial statements in Part II, Item 8 of this report for additional information about our debt.
Our senior notes and industrial revenue bonds are rated by the three major credit-rating agencies: Moody’s Investors Service (Moody’s), Standard & Poor’s Financial Services LLC (S&P), and Fitch Ratings, Inc. (Fitch). The ratings are typically monitored by stockholders, creditors, or suppliers as an indicator of the company's viability. Additionally, the ratings of Moody’s and S&P impact the interest rate on our 7.75% senior notes maturing in 2018. See Note 6 to the consolidated financial statements in Part II, Item 8, of this report for additional information regarding the impact of changes to our credit ratings on interest rates. Below is a summary of the ratings published by the three agencies as of the date indicated:
 
 
S&P
 
Moody's
 
Fitch
Corporate/Family rating
 
BB-
 
B1
 
B+
Outlook
 
Stable
 
Positive
 
Stable
Guaranteed senior notes
 
BB+
 
B1
 
BB
All other notes and bonds
 
B
 
B3
 
B+
Report date
 
December 8, 2015
 
August 8, 2015
 
November 8, 2015
In 2014, we amended and restated our credit facility in order to, among other things, join CGC as a party and to increase the maximum borrowing limit under the credit agreement from $400 million to $450 million (including a $50 million borrowing sublimit for CGC). As amended and restated, the credit agreement allows for the borrowing of revolving loans and issuance of letters of credit (up to a maximum of $200 million at any time outstanding, in aggregate) to USG and its subsidiaries. The maximum principal amount of revolving loans and letters of credit that may be borrowed by USG may not exceed the lesser of (1) $450 million less the amount of outstanding loans and letters of credit owed by CGC and (2) the excess of (a) the domestic borrowing base determined by reference to the trade receivables and inventory of USG and its significant domestic subsidiaries minus (b) the amount, if any, by which the outstanding balance of loans and letters of credit owed by CGC exceeds the CGC borrowing base determined by reference to the trade receivables and inventory of CGC and certain

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Canadian subsidiaries at such time. The maximum principal amount of revolving loans and letters of credit that may be borrowed by CGC at any time may not exceed the lesser of (1) $50 million and (2) the sum of the CGC borrowing base determined by reference to the trade receivables and inventory of CGC and certain Canadian subsidiaries, plus the domestic borrowing base determined by reference to the trade receivables and inventory of USG and its significant domestic subsidiaries, minus the amount of outstanding loans and letters of credit owed by USG at such time.
USG's obligations under the credit facility are guaranteed by USG and its significant domestic subsidiaries and secured by their and USG’s trade receivables and inventory. CGC's obligations under the credit facility are secured by trade receivables and inventory of certain subsidiaries. The credit facility matures on October 22, 2019 unless terminated earlier in accordance with its terms. The credit facility is available to fund working capital needs and for other general corporate purposes.
The credit agreement contains a financial covenant that would require us to maintain a minimum fixed charge coverage ratio of not less than 1.0 to 1.0 if the excess of the availability (as defined in the credit agreement) is less than an amount equal to 10% of the lesser of (a) the aggregate revolving commitment at such time and (b) the aggregate borrowing base at such time. We would be required to continue to comply with such financial covenant until the availability under the credit agreement exceeds such minimum threshold for 30 consecutive calendar days thereafter. As of December 31, 2015, our fixed charge coverage ratio was 2.01-to-1.0. Because we currently satisfy the required fixed charge coverage ratio, we are not required to maintain a minimum borrowing availability under the credit facility. Taking into account the most recent borrowing base calculation, borrowings available under the credit facility were approximately $295 million.

CASH FLOWS
The following table presents a summary of our cash flows:
(millions)
2015
 
2014
 
2013
Net cash provided by (used for):
 
 
 
 
 
Operating activities - Continuing operations
$
331

 
$
173

 
$
80

Investing activities - Continuing operations
(63
)
 
(683
)
 
(157
)
Financing activities - Continuing operations
(44
)
 
(66
)
 
350

Discontinued operations
—

 
(1
)
 
(2
)
Effect of exchange rate changes on cash
(10
)
 
(5
)
 
(7
)
Net increase (decrease) in cash and cash equivalents
$
214

 
$
(582
)
 
$
264

Operating Activities: Higher cash flows from operating activities in 2015 compared to 2014 primarily reflected improved gross profit in 2015, lower selling and administrative expenses and cash dividends from UBBP of $38 million. As of December 31, 2015, working capital (current assets less current liabilities) amounted to $409 million, and the ratio of current assets to current liabilities was 1.41-to-1. As of December 31, 2014, working capital amounted to $546 million, and the ratio of current assets to current liabilities was 1.97-to-1.
Higher cash flows from operating activities in 2014 compared to 2013 primarily reflected improved gross profit in 2014 offset by higher cash outflows for working capital of receivables, inventory, payables and accrued expenses. As of December 31, 2014, working capital (current assets less current liabilities) amounted to $546 million and the ratio of current assets to current liabilities was 1.97 to-1. As of December 31, 2013, working capital, which included the working capital of our wholly-owned subsidiaries and consolidated joint ventures that were contributed to UBBP, amounted to $1.080 billion and the ratio of current assets to current liabilities was 2.90-to-1. Higher working capital at December 31, 2013 includes the net proceeds of $344 million received for the October 2013 issuance of 5.875% senior notes as described in Financing Activities below.
Investing Activities: Net cash used for investing activities in 2015 was $63 million compared to $683 million during 2014. Included in 2014 was a $560 million outflow for our investments in UBBP, consisting of $500 of million of base price, $15 million of customary estimated working capital and net debt adjustments, $22 million of transaction costs, and $23 million of cash held by the wholly-owned subsidiaries that we contributed to UBBP.
Net cash used for investing activities in 2015 included higher net purchases of marketable securities of $76 million compared to $14 million in 2014. Capital expenditures for 2015 were lower at $94 million as compared to $132 million in 2014. The net increase in cash outflows related to marketable securities and capital expenditures were offset by the cash inflow for the net proceeds of asset dispositions of $61 million primarily due to the sale of a surplus property in Mexico and of our ships owned by GTL and $52 million for the disposition of our Knauf USG joint venture.

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Net cash used for investing activities in 2014 was $683 million compared to $157 million during 2013. The primary drivers of the $526 million variation included (a) a $560 million outflow for our investments in UBBP, consisting of $500 million of base price, $15 million of customary estimated working capital and net debt adjustments, $22 million of transaction costs, and $23 million of cash held by the wholly-owned subsidiaries that we contributed to UBBP; (b) an increase in the cash inflow due to the net proceeds of asset dispositions of $16 million primarily due to the sale of a surplus property; and (c) an increase in the outflow of capital expenditures of $8 million, to $132 million in 2014 compared with $124 million in 2013.
Financing Activities: The net cash used for financing activities in 2015 included $365 million paid to repurchase $350 million of our 8.375% senior notes due 2018 plus tender premium offset by the $344 million of proceeds received from the issuance of $350 million of 5.5% senior notes, net of debt issuance costs and $21 million used to repay our ship mortgage facility.
The net cash used for financing activities in 2014 primarily reflected the repayment of $59 million of principal balance of our 9.75% senior notes and the expenses paid for the amendment of our credit facility as discussed above. The net cash provided by financing activities in 2013 reflected the net proceeds of $344 million from the October 2013 issuance of $350 million of 5.875% senior notes and $11 million of borrowings under the credit facilities of our Oman consolidated joint ventures.
LIQUIDITY OUTLOOK
In 2016, we plan to spend approximately $100 million on capital expenditures in the normal course of our business. We expect to fund these capital expenditures with cash from operations or cash on hand, and, if determined to be appropriate and available, borrowings under our revolving credit facility.
Estimated future spending on approved capital expenditures for the replacement, modernization and expansion of operations totaled $33 million as of December 31, 2015 compared with $96 million as of December 31, 2014.
Interest payments for 2016 are expected to decrease to $156 million from $158 million in 2015. The $500 million of 6.3% senior notes due 2016 (the "6.3% Notes") are classified in the current portion of long-term debt on our consolidated balance sheets. We expect to retire all or a portion of these notes with cash on hand.
Our undistributed foreign earnings as of December 31, 2015 are considered permanently reinvested with the exception of earnings associated with our former shipping operations and those associated with the equity method investment in the Knauf-USG joint venture that was sold in December 2015. The amount of cash and cash equivalents held by our foreign subsidiaries was $166 million as of December 31, 2015 and would be subject to material repatriation tax effects.
We believe that cash on hand, cash equivalents, marketable securities, cash available from future operations and our credit facility will provide sufficient liquidity to fund our operations for at least the next 12 months. Cash requirements include, among other things, capital expenditures, working capital needs, employee retirement plans funding, debt repayment, including the 6.3% Notes and other contractual obligations.
UBBP was funded from its net cash flows from operations and third-party financing, and it is our intent that as an ongoing operation, UBBP will continue to self-fund. UBBP is targeting the distribution of 50% of combined after tax profits to USG and Boral, however, this dividend may be adjusted by the USG Boral board with unanimous resolution. During the second and fourth quarters of 2015, UBBP's Board of Directors declared and UBBP paid cash dividends on earnings through September 30, 2015 of $77 million. Our share of these dividends is $38 million. We intend to use the dividends received to fund the potential obligations under the earnout described in Note 3 to the consolidated financial statements in Part II, Item 8 of this report.
Realization of Deferred Tax Asset
As of December 31, 2015, we had federal Net Operating Loss (“NOL”) carryforwards of approximately $1.755 billion that are available to offset future federal taxable income and will expire in the years 2026 through 2032. In addition, as of that date, we had federal alternative minimum tax credit carryforwards of approximately $40 million that are available to reduce future regular federal income taxes over an indefinite period.
As of December 31, 2015, we had a deferred tax asset related to our state NOLs and tax credit carryforwards of $230 million, of which $27 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 December 31, 2015 of 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

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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.
A history of cumulative losses for a certain threshold period is a significant form of negative evidence used in the assessment, and we are required to have a policy regarding the duration of the threshold period. We believe the historical cyclical nature of our operations show economic cycles ranging from 7 to 10 years with demand troughs historically showing recovery over four years. Accordingly, we have a policy of four years as our threshold period for cumulative losses.
At December 31, 2015, consistent with the above process, we evaluated the need for a valuation allowance against our deferred tax assets and determined that it was more likely than not that most of our deferred tax assets would be realized. As a result, during the fourth quarter of 2015, we recognized a $731 million income tax benefit related to the reversal of our deferred tax asset valuation allowance. As of December 31, 2015 our deferred tax assets of $723 million were offset by a valuation allowance of $75 million. The components of the valuation allowance remaining primarily relate to certain state net operating losses that we anticipate will not be used prior to their expiration.
In determining the need for the valuation allowance, we considered all positive and negative evidence. We give more weight to evidence that is objective in nature as compared to subjective evidence. Significant weight is given to evidence that directly relates to our current financial performance. As of December 31, 2015, we emerged from a four-year cumulative pre-tax loss. In addition to meeting this threshold, there have been five consecutive quarters of domestic pre-tax earnings amounting to $194 million. The recent operating earnings is a significant, principal piece of positive evidence, along with underlying momentum in the business and generally improved market and economic conditions that lead to the determination that the quarter ended December 31, 2015 is the appropriate time to reverse a significant portion of the valuation allowance. Below is a description of the other principal evidence we considered in our evaluation at December 31, 2015.
•
Recovery period of deferred tax assets. For federal income tax purposes, NOLs can be carried forward 20 years. We plan to carry forward our NOLs and apply the losses to future taxable domestic income allowing us to realize our deferred tax assets. We believe we will realize all of our federal deferred tax assets. Based on NOL carryforward periods allowed in each state’s tax code, apportionment rules and income levels, a portion of our state NOL carryforwards will remain in a valuation allowance as it is more likely that not the state NOL carryforwards will expire prior to their utilization.
•
Industry outlook. There are positive economic and industry trends and outlooks. Annual housing starts increased from 1,003,300 units in 2014 to 1,111,400 units in 2015. Repair and remodel increased by 2% and there are strong indicators, such as aging residential and commercial stock, that leads us to believe that this market will continue to achieve growth in the future. Both of these indicators are expected to be higher in 2016 and 2017, and we are forecasting the same growth in nonresidential construction. A gradual climb to the long term mean of 1,500,000 housing starts per year and a 1% growth of nonresidential construction is expected to occur in future years.
•
Recent results. We have generated domestic pre-tax income in 2014 and 2015, including five consecutive quarters of domestic pretax earnings totaling $194 million as of December 31, 2015, leading to the emergence from a four year cumulative loss as discussed above. We have generated year-over-year improvement in key financial metrics such as adjusted operating margins, adjusted operating profit and a reduction in selling and administration expenses.
•
Strategic actions. There are improvements in revenue year over year along with incremental operating profit of approximately $146 million in 2015 as compared to 2014. Strategic actions taken within the company has led to selling and administrative expenses to decrease year over year with a further decrease expected decrease in 2016. This is below our historical averages as a percent of sales. Further, we have reduced our operating costs by over $500 million since the downturn in the industry in 2007, as such we are able to achieve higher levels of EBITDA on approximately two thirds of the demand opportunity. Cost management continues to be a key part in the company’s strategic plan. This focus has significantly dampened the likelihood of future losses that would rise to historic levels.
Prior to December 31, 2015, we gave significant weight to the negative, objective evidence of the four year cumulative pre-tax loss. Achieving a four-year cumulative pre-tax income position as of December 31, 2015 is considered to be significant, positive evidence.

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Based on all the positive and negative evidence at December 31, 2015, we conclude that the positive evidence outweighs the negative evidence and that it is more likely than not that a substantial portion of our deferred tax assets will be realized. The most significant changes in our evaluation of the realizability of our deferred tax assets at December 31, 2015 compared to earlier periods were the significant, positive evidence of our five consecutive quarters of domestic pre-tax earnings, positive four-year cumulative pretax income position, and improved operating profit margins. As such, in the quarter ended December 31, 2015 we reversed the valuation allowance on all of our federal deferred tax assets and a significant portion of our state deferred tax assets.
See Note 15 to the consolidated financial statements in Part II, Item 8 for additional information regarding income tax matters.
Contractual Obligations and Other Commitments
As of December 31, 2015, our contractual obligations and commitments were as follows:
 
Payments Due by Period
(millions)
Total
 
2016
 
2017 - 2018
 
2019 - 2020
 
Thereafter
Debt obligations (a)
$
2,189

 
$
500

 
$
500

 
$
250

 
$
939

Other long-term liabilities (b)
627

 
23

 
14

 
30

 
560

Interest payments (c)
777

 
156

 
222

 
139

 
260

Purchase obligations (d)
522

 
142

 
175

 
72

 
133

Capital expenditures (e)
33

 
24

 
9

 
—

 
—

Operating leases
288

 
72

 
118

 
66

 
32

Unrecognized tax benefits (f)
18

 
—

 
—

 
—

 
18

Earnout payment (g)
75

 
—

 
25

 
50

 
—

Total
$
4,529

 
$
917

 
$
1,063

 
$
607

 
$
1,942

 
(a)
Excludes debt discount of $1 million and unamortized deferred issuance costs of $13 million.
(b)
Other long-term liabilities primarily consist of asset retirement obligations that principally extend over a 50-year period. The majority of associated payments are payable toward the latter part of that period.
(c)
Reflects estimated interest payments on debt obligations as of December 31, 2015.
(d)
Purchase obligations primarily consist of contracts to purchase energy, certain raw materials and finished goods.
(e)
Reflects estimates of future spending on active capital projects that were approved prior to December 31, 2015 but were not completed by that date.
(f)
Reflects estimated payments (if required) of gross unrecognized tax benefits.
(g)
Reflects contractual earnout payments for our investments in UBBP of $25 million based on performance during the first three years and up to $50 million based on performance during the first five years. See discussion of accounting for these earnouts in Note 3 to the consolidated financial statements in Part II, Item 8 of this report.
The table above excludes liabilities related to both our defined benefit pension plans and postretirement benefits (retiree health care and life insurance). For 2015, our defined benefit pension plans had no minimum funding requirements under the Employee Retirement Income Security Act of 1974. We are evaluating our level of funding for pension plans and currently estimate that we will contribute approximately $65 million to our pension plans in 2016. We voluntarily provide postretirement benefits for eligible employees and retirees. See Note 9 to the consolidated financial statements in Part II, Item 8 for additional information on future expected cash payments for pension and other postretirement benefits.
OFF-BALANCE-SHEET ARRANGEMENTS
With the exception of letters of credit, it is not our business practice to use off-balance-sheet arrangements, such as third-party special-purpose entities.
GUARANTEES
We are party to a variety of agreements under which we may be obligated to indemnify a third party with respect to certain matters. We do not consider the maximum potential amount of future payments that we could be required to make under these agreements to be material.
Legal Contingencies
We are named as defendants in litigation arising from our operations, including lawsuits arising from the operation of our vehicles and lawsuits arising from product performance or warranties, personal injury, and commercial disputes.
USG Corporation, United States Gypsum Company and CGC Inc., or CGC, have been named as defendants in class action lawsuits brought on behalf of direct and indirect wallboard purchasers alleging that North American wallboard manufacturers conspired to fix the price of wallboard sold in the United States and Canada. In 2014, we entered into settlement

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agreements to resolve the U.S. class action wallboard pricing lawsuits, for which USG recorded a $48 million charge in the third quarter of 2014 ($39.25 million for the direct purchaser class settlement and $8.75 million for the indirect purchaser class settlement). In 2015, the court entered final judgment orders approving both the direct and indirect purchaser settlements. No member of the direct purchaser class appealed from the final judgment order approving the direct purchaser settlement, and therefore that settlement is final. One person appealed from the final judgment order approving the indirect purchaser settlement, and therefore that settlement is not yet final. We believe that the appeal is without merit and that the indirect purchaser settlement order will be affirmed on appeal, but the indirect purchaser settlement will not become final unless and until the appeal is favorably resolved.
The settlements do not include the Canadian lawsuits to which CGC is a party. At this stage of the Canadian lawsuits, we are not able to estimate the amount, if any, of any reasonably possible loss or range of reasonably possible losses. We believe, however, that these Canadian lawsuits will not have a material adverse effect on our business, financial position, liquidity or results of operations.
In addition to the class action lawsuits, in 2015, USG, United States Gypsum Company, L&W Supply Corporation, and seven other wallboard manufacturers were named as defendants in a lawsuit filed by twelve homebuilders asserting individual claims similar to the claims asserted in the U.S. class action lawsuits. We believe that the cost, if any, of resolving these homebuilders’ claims will not materially increase our exposure above the $48 million agreed to in the U.S. class action settlements.
In the third quarter of 2015, United States Gypsum Company was served with a federal grand jury subpoena requesting the production of company records in connection with a federal investigation of the gypsum drywall industry. We believe the investigation, although a separate proceeding, is related to the same events at issue in the litigation discussed above. We intend to fully cooperate with the grand jury investigation   We believe we acted in full compliance with the law, and we do not expect the resolution of this matter to result in any material adverse effect on our business, financial position, liquidity or results of operations; however, we can provide no assurances as to the scope, timing, or outcome of any such investigation. 
See Note 19 to the consolidated financial statements in Part II, Item 8 of this report for additional information regarding litigation matters. See, also, Part I, Item 1A, Risk Factors, for information regarding the possible effects of environmental laws and regulations on our businesses.

Critical Accounting Policies
In preparing our consolidated financial statements in conformity with accounting principles generally accepted in the United States, we make decisions that impact the reported amounts of assets, liabilities, revenues and expenses, and related disclosures. Such decisions include the selection of the appropriate accounting principles to be applied and the assumptions on which to base accounting estimates. In reaching such decisions, we apply judgments based on our understanding and analysis of the relevant circumstances, current developments and historical experience. Actual amounts could differ materially from those estimated at the time the consolidated financial statements are prepared.
Our significant accounting policies are described in Note 1 to the consolidated financial statements in Part II, Item 8 of this report. Some of these significant accounting policies require us to make difficult, subjective or complex judgments or estimates. An accounting estimate is considered to be critical if it meets both of the following criteria: (1) the estimate requires assumptions about matters that are highly uncertain at the time the accounting estimate is made and (2) different estimates reasonably could have been used, or changes in the estimate are reasonably likely to occur from period to period, that would have a material impact on the presentation of our financial condition, changes in financial condition, results of operations or cash flows. Our critical accounting estimates are as follows:
IMPAIRMENTS
We assess our property, plant and equipment for possible impairment whenever events or changes in circumstances indicate that the carrying values of the assets may not be recoverable or a revision of remaining useful lives is necessary. Such indicators may include changes in our business plans or management's intentions regarding future utilization of the assets or economic and competitive conditions. An asset impairment would be indicated if the sum of the expected future net pretax cash flows from the use of an asset (undiscounted and without interest charges) is less than the carrying amount of the asset. An impairment loss would be measured based on the difference between the fair value of the asset and its carrying value. The determination of fair value is based on a discounted cash flow technique, in which multiple cash flow scenarios that reflect a range of possible outcomes and a risk-free rate of interest are used to estimate fair value, or on a market appraisal.
Determination as to whether and how much an asset is impaired involves significant management judgment involving highly uncertain matters, including estimating the future success of product lines, future sales volumes, future selling prices and costs, alternative uses for the assets, and estimated proceeds from disposal of the assets. However, the impairment reviews and

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calculations are based on estimates and assumptions that take into account our business plans and long-term investment decisions.
We assess our equity method investments for impairment whenever factors indicate an other than temporary loss in value. Such indicators may include the fair value of an investment that is less than its carrying value, absence of an ability to recover the carrying value or the equity method investment's inability to generate income sufficient to justify our carrying value. If we conclude a loss in value is other than temporary, an impairment charge is recognized for the difference between the investment’s carrying value and its estimated fair value. Determination as to whether and how much an equity method investment is impaired involves significant management judgment and assumptions. Differing assumptions could affect the timing and the amount of an impairment of an investment in any period.
See Notes 12 and 13 to our consolidated financial statements in Part II, Item 8 of this report for discussion of asset impairments during the year ended December 31, 2014 .
EMPLOYEE RETIREMENT PLANS
We maintain defined benefit pension plans for most of our employees. Most of these plans require employee contributions in order to accrue benefits. We also maintain plans that provide postretirement benefits (retiree health care and life insurance) for eligible existing retirees and for eligible active employees who may qualify for coverage in the future. The accounting for these plans depend on assumptions made by management, which are used by actuaries we engage to calculate the projected and accumulated benefit obligations and the annual expense recognized for these plans. The assumptions used in developing the required estimates primarily include discount rates, expected return on plan assets for the funded plans, compensation increase rates, retirement rates, mortality rates and, for postretirement benefits, retirement rates and levels of a company-provided subsidy.
We determined the assumed discount rate based on a hypothetical AA yield curve represented by a series of annualized individual discount rates. Each underlying bond issue is required to have a credit rating of Aa or better by Moody’s Investors Service or a credit rating of AA or better by Standard & Poor’s Financial Services LLC. We consider the underlying types of bonds and our projected cash flows of the plans in evaluating the yield curve selected. The use of a different discount rate would impact net pension and postretirement benefit costs and benefit obligations. In determining the expected return on plan assets, we use a “building block” approach, which incorporates historical experience, our pension plan investment guidelines, asset allocation, and expectations for long-term rates of return. The use of a different rate of return would impact net pension costs. A one-half percentage point change in the assumed discount rate and return on plan asset rate would have the following effects (dollars in millions):
 
 
 
Increase (Decrease) in
Assumptions
Percentage
Change
 
2016
Net Annual
Benefit Cost
 
2015
Projected
Benefit
Obligation
Pension Benefits:
 
 
 
 
 
Discount rate
0.5% increase
 
$
(8
)
 
$
(89
)
Discount rate
0.5% decrease
 
9

 
99

Expected return on plan assets
0.5% increase
 
(7
)
 
N/A

Expected return on plan assets
0.5% decrease
 
7

 
N/A

Postretirement Benefits:
 
 
 
 
 
Discount rate
0.5% increase
 
$
—

 
$
(8
)
Discount rate
0.5% decrease
 
1

 
10

Compensation increase rates are based on historical experience and anticipated future management actions. Retirement rates are based primarily on actual plan experience, while standard actuarial tables are used to estimate mortality rates.
We no longer have significant exposure to health care cost trend rates due to the modifications we made to our U.S. postretirement health care plan to limit the increase in the annual amount we pay for retiree health care coverage for certain current and future retirees to 3% and to require retiree medical plan participants to begin purchasing individual coverage in the Affordable Insurance Exchanges or individual Medicare marketplace beginning January 1, 2016 using a company-funded subsidy based upon years of service at retirement.
Results that differ from these assumptions are accumulated and amortized over future periods and, therefore, generally affect the net benefit cost of future periods. The sensitivity of assumptions reflects the impact of changing one assumption at a

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time and is specific to conditions at the end of 2015. Economic factors and conditions could affect multiple assumptions simultaneously, and the effects of changes in assumptions are not necessarily linear.
See Note 9 to our consolidated financial statements in Part II, Item 8 of this report for additional information regarding costs, plan obligations, plan assets discount rates and other assumptions.
INCOME TAXES
We record income taxes (benefit) under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on the future tax consequences to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or paid. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the change is enacted.
A reduction of the carrying amounts of deferred tax assets by a valuation allowance is required if, based on the 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 periodically. 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. A history of cumulative losses for a certain threshold period is a significant form of negative evidence used in the assessment, and we are required to have a policy regarding the duration of the threshold period. We believe the historical cyclical nature of our operations show economic cycles ranging from 7 to 10 years with demand troughs historically showing recovery over four years. Accordingly, we have a policy of four years as our threshold period for cumulative losses.
We weigh, based upon the level of objectivity, all available evidence in our assessment related to the realization of the deferred tax assets and whether to release the valuation allowance. We will continue to assess the realizability of the state net operating losses that remain in a partial valuation allowance. Our ability to generate sufficient taxable income in the future, taking into consideration state laws on NOL expirations, will determine the need for a valuation allowance. See further discussion regarding our valuation allowance in Part I, Item 7, Realization of Deferred Tax Asset.
We recognize the tax benefits of an uncertain tax position only if those benefits are more likely than not to be sustained upon examination by the relevant taxing authorities. Unrecognized tax benefits are subsequently recognized at the time the more-likely-than-not recognition threshold is met, the tax matter is effectively settled or the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired, whichever is earlier.
See Note 15 to our consolidated financial statements in Part II, Item 8 of this report for additional information on deferred income taxes and valuation allowances.
Recently Issued Accounting Pronouncements
See Note 2, Recent Accounting Pronouncements, to the consolidated financial statements in Part II, Item 8 of this report for information related to new accounting standards.

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Forward-Looking Statements
This report contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 related to management’s expectations about future conditions. Forward-looking statements include, but are not limited to, statements under the following headings:
•
“Business” about: (a) the availability of synthetic gypsum and energy supplies; (b) the seasonality of our businesses; (c) the development of, and demand for, new products and systems; (d) our ability to provide products and services to maintain our competitive position; (e) our conclusions on the probability of satisfaction by UBBP of earnout performance targets described in Note 3 to our consolidated financial statements; and (f) the impact of regulatory and customer sustainability standards and preferences;
•
“Risk Factors” about significant factors that may adversely affect our industry and our business, financial condition, operating results and cash flows;
•
“Legal Proceedings” about the outcome and effect of ongoing and future legal and governmental proceedings, including the matters described in Note 19 to our consolidated financial statements;
•
“Management’s Discussion and Analysis” about: (a) market conditions and outlook, including anticipated growth in new residential and nonresidential construction and repair and remodel spending, and the construction industries in Canada, Mexico and the UBBP territory; (b) demand for gypsum wallboard and industry capacity utilization rate, including the impact on our selling prices and gross margins; (c) UBBP’s dividend policy and our intended use of dividend funds received, including UBBP’s ability to self-fund; (d) long-lived asset impairment charges; (e) our liquidity and capital resources, including our capital expenditure plans, cash requirements and adequacy of resources to fund them, and the actual maturities of marketable securities described in Note 4 to our consolidated financial statements; (f) our intention and ability to retire outstanding debt; (g) the availability of our federal NOL and federal alternative minimum tax credit carryforwards, including the related deferred tax asset and our determination regarding the need for a valuation allowance and the impact of an “ownership change” under the Code and resolution of tax examinations described in Note 15 to our consolidated financial statements; (h) future contributions to our pension plans, including cash payments to postretirement plans and costs, plan obligations, plan assets discount rates and other assumptions described in Note 9 to our consolidated financial statements; (i) the planned repatriation of certain undistributed foreign earnings as described in Note 15 to our consolidated financial statements; (j) the impact of potential future payments that may be required under guarantees; (k) the outcome and effect of ongoing and future legal and governmental proceedings, including the matters described in Note 19 to our consolidated financial statements; (l) the impact of significant accounting policies and recent accounting pronouncements on our financial statements, including the information incorporated described in Note 1 to our consolidated financial statements; (m) determination as to whether and how much an asset is impaired; (n) the impact of assumptions, including discount rates and expected return on plan assets, on employee retirement plan costs and obligations; and (o) the realizability of state NOLs that remain in partial valuation allowance and our ability to generate sufficient taxable income; and
•
“Quantitative and Qualitative Disclosures about Market Risk” about: (a) the impact of commodity price risks, including our hedging activities; (b) the impact of foreign currency exchange risks, including our hedging activities; and (c) the impact of interest rate risk. Any forward-looking statements represent our views only as of today and should not be relied upon as representing our views as of any subsequent date.
Some of the risk factors that affect our business and financial results are discussed in “Risk Factors.” We wish to caution the reader that actual business, market or other conditions, including the risk factors discussed in “Risk Factors” and those described elsewhere in this report or in our other Securities and Exchange Commission filings, could cause our actual results to differ materially from those stated in the forward-looking statements.


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Item 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We use derivative instruments to manage selected commodity price and foreign currency exposures. We do not use derivative instruments for speculative trading purposes, and we typically do not hedge beyond three years.
COMMODITY PRICE RISK
We use natural gas swap and option contracts to manage our exposure to fluctuations in commodity prices associated with anticipated purchases of natural gas. Currently, a significant portion of our anticipated purchases of natural gas is hedged for 2016. The aggregate notional amount of these hedge contracts in place as of December 31, 2015 was 22 million mmBTUs. We review our positions regularly and make adjustments as market and business conditions warrant. The fair value of these contracts was a $21 million unrealized loss as of December 31, 2015.
A sensitivity analysis was prepared to estimate the potential change in the fair value of our natural gas hedge contracts assuming a hypothetical 10% change in market prices. Based on the results of this analysis, which may differ from actual results, the potential change in the fair value of our natural gas hedge contracts as of December 31, 2015 and 2014 was $6 million and $9 million, respectively. This analysis does not consider the underlying exposure.
FOREIGN CURRENCY EXCHANGE RISK
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 $114 million as of December 31, 2015, and they mature by December 27, 2017. The fair value of these contracts was an $8 million unrealized gain as of December 31, 2015.
A sensitivity analysis was prepared to estimate the potential change in the fair value of our foreign exchange forward contracts assuming a hypothetical 10% change in foreign exchange rates. Based on the results of this analysis, which may differ from actual results, the potential change in the fair value of our foreign exchange forward contracts as of December 31, 2015 and 2014 was $11 million and $8 million, respectively. This analysis does not consider the underlying exposure.
INTEREST RATE RISK
As of December 31, 2015, all of our outstanding debt was fixed-rate debt. Consequently, our debt is not subject to risk from changing interest rates.
A sensitivity analysis was prepared to estimate the potential change in fair value of our marketable securities portfolio assuming a hypothetical 100-basis-point increase in interest rates. Based on the results of this analysis, which may differ from actual results, the potential change in fair value of our marketable securities as of both December 31, 2015 and 2014 would be approximately $1 million.
See Notes 1 and 7 to the consolidated financial statements in Part II, Item 8 for additional information regarding our financial exposures.

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Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
 
Page
CONSOLIDATED FINANCIAL STATEMENTS:
 
 
 
 
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
 
 
All other schedules have been omitted because they are not required or applicable or the information is included in the consolidated financial statements or notes thereto.

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USG CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
 
(millions, except share and per-share data)
Years Ended December 31,
 
2015
 
2014
 
2013
Net sales
$
3,776

 
$
3,724

 
$
3,570

Cost of products sold
3,085

 
3,070

 
2,989

Gross profit
691

 
654

 
581

 
 
 
 
 
 
Selling and administrative expenses
317

 
339

 
320

Litigation settlement charge
—

 
48

 
—

Long-lived asset impairment charges
—

 
90

 
—

Contract termination charge and (recovery) loss on receivable
(6
)
 
15

 
—

Gain on disposal of shipping operations, net
(1
)
 
—

 
—

Restructuring charges
—

 
—

 
3

Operating profit
381

 
162

 
258

 
 
 
 
 
 
Income (loss) from equity method investments
48

 
33

 
(1
)
Interest expense
(163
)
 
(179
)
 
(203
)
Interest income
2

 
1

 
3

Income and gain from the sale of equity method investment to related party
13

 
2

 
2

Gain on deconsolidation of subsidiaries and consolidated joint ventures
—

 
27

 
—

Loss on extinguishment of debt
(19
)
 
—

 
—

Income from continuing operations before income taxes
262

 
46

 
59

 
 
 
 
 
 
Income tax benefit (expense)
729

 
(7
)
 
(11
)
Income from continuing operations
991

 
39

 
48

 
 
 
 
 
 
Loss from discontinued operations, net of tax
—

 
(1
)
 
(2
)
 
 
 
 
 
 
Net income
991

 
38

 
46

 
 
 
 
 
 
Less: Net income (loss) attributable to noncontrolling interest
—

 
1

 
(1
)
 
 
 
 
 
 
Net income attributable to USG
$
991

 
$
37

 
$
47

 
 
 
 
 
 
Earnings per common share - basic:
 
 
 
 
 
  Income from continuing operations
$
6.81

 
$
0.27

 
$
0.45

  Loss from discontinued operations
—

 
(0.01
)
 
(0.02
)
  Net income
$
6.81

 
$
0.26

 
$
0.43

 
 
 
 
 
 
Earnings per common share - diluted:
 
 
 
 
 
  Income from continuing operations
$
6.73

 
$
0.26

 
$
0.44

  Loss from discontinued operations
—

 
(0.01
)
 
(0.02
)
  Net income
$
6.73

 
$
0.25

 
$
0.42

 
 
 
 
 
 
Average common shares
145,457,208

 
141,722,616

 
108,891,703

Average diluted common shares
147,246,600

 
144,296,316

 
111,434,543

See accompanying Notes to Consolidated Financial Statements

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USG CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(millions)
Years Ended December 31,
 
2015
 
2014
 
2013
Net income
$
991

 
$
38

 
$
46

 
 
 
 
 
 
Other comprehensive income (loss), net of tax:
 
 
 
 
 
Derivatives qualifying as cash flow hedges:
 
 
 
 
 
Gain (loss) on derivatives qualifying as cash flow hedges, net of tax of $4, $0, and $0, respectively
(5
)
 
(15
)
 
4

Less: Reclassification adjustment for (loss) gain on derivatives included in net income, net of tax of $2, $0, and $0, respectively
(9
)
 
4

 
1

Derivatives qualifying as cash flow hedges, net of tax of $2, $0, and $0, respectively
4

 
(19
)
 
3

 
 
 
 
 
 
Pension and postretirement benefits:
 
 
 
 
 
Changes in pension and postretirement benefits, net of tax (benefit) of $6, ($2) and $10, respectively
74

 
(272
)
 
247

Less: Amortization of prior service benefit cost included in net periodic pension cost, net of tax (benefit) of ($1), ($1) and ($2), respectively
(7
)
 
(2
)
 
(24
)
Pension and postretirement benefits, net of tax (benefit) of $7, ($1) and $12, respectively
81

 
(270
)
 
271

 
 
 
 
 
 
Foreign currency translation:
 
 
 
 
 
Changes in foreign currency translation, net of tax of $0 in all periods
(67
)
 
(68
)
 
(17
)
Less: Translation (loss) gain realized upon sale of foreign entities, net of tax of $0 in all periods
(6
)
 
5

 
—

Foreign currency translation, net of tax of $0 in all periods
(61
)
 
(73
)
 
(17
)
 
 
 
 
 
 
Other comprehensive income (loss), net of tax
24

 
(362
)
 
257

 
 
 
 
 
 
Comprehensive income (loss)
$
1,015

 
$
(324
)
 
$
303

 
 
 
 
 
 
See accompanying Notes to Consolidated Financial Statements


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USG CORPORATION
CONSOLIDATED BALANCE SHEETS
 
(millions, except share and per share data)
As of December 31,
 
 
2015
 
2014
Assets
 
 
 
Current Assets:
 
 
 
Cash and cash equivalents
$
442

 
$
228

Short-term marketable securities
194

 
96

Restricted cash
9

 
1

Receivables (net of reserves: 2015 - $14; 2014 - $22)
391

 
404

Inventories
314

 
329

Income taxes receivable
5

 
3

Other current assets
45

 
48

Total current assets
1,400

 
1,109

Long-term marketable securities
36

 
58

Property, plant and equipment, net
1,788

 
1,908

Deferred income taxes
728

 
18

Equity method investments
682

 
735

Other assets
102

 
108

Total assets
$
4,736

 
$
3,936

 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
Current Liabilities:
 
 
 
Accounts payable
$
259

 
$
290

Accrued expenses
214

 
220

Current portion of long-term debt
500

 
4

Income taxes payable
9

 
1

Litigation settlement accrual
9

 
48

Total current liabilities
991

 
563

 
 
 
 
Long-term debt
1,675

 
2,191

Deferred income taxes
5

 
17

Pension and other postretirement benefits
392

 
491

Other liabilities
237

 
266

Total liabilities
3,300

 
3,528

Stockholders’ Equity:
 
 
 
Preferred stock
– $1 par value, authorized 36,000,000 shares; outstanding - none
—

 
—

Common stock
– $0.10 par value; authorized 200,000,000 shares; issued: 2015 - 145,667,000 shares; 2014 - 144,768,000 shares
15

 
14

Additional paid-in capital
3,027

 
3,014

Accumulated other comprehensive income (loss)
(314
)
 
(338
)
Retained earnings (accumulated deficit)
(1,292
)
 
(2,283
)
Stockholders' equity of parent
1,436

 
407

Noncontrolling interest
—

 
1

Total stockholders’ equity including noncontrolling interest
1,436

 
408

Total liabilities and stockholders’ equity
$
4,736

 
$
3,936

See accompanying Notes to Consolidated Financial Statements

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USG CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

 
Years Ended December 31,
(millions)
2015
 
2014
 
2013
Operating Activities
 
 
 
 
 
Net income
$
991

 
$
38

 
$
46

Less: Loss from discontinued operations, net of tax
—

 
(1
)
 
(2
)
Income from continuing operations
991

 
39

 
48

 
 
 
 
 
 
Adjustments to reconcile net income to net cash:
 
 
 
 
 
Depreciation, depletion, and amortization
142

 
154

 
155

Loss on extinguishment of debt
19

 
—

 
—

Litigation settlement charge
—

 
48

 
—

Long-lived asset impairment charges
—

 
90

 
—

Contract termination charge and (recovery) loss on receivable
(6
)
 
15

 
—

Share-based compensation expense
15

 
21

 
19

Deferred income taxes
(731
)
 
4

 
2

Provision for bad debt
—

 
1

 
—

Gain on asset dispositions
(15
)
 
(12
)
 
(1
)
Gain from the sale of equity method investment to related party
(6
)
 
—

 
—

Income from equity method investments
(50
)
 
(35
)
 
(1
)
Dividends received from equity method investments
38

 
—

 
—

Pension settlement
1

 
13

 
16

Gain on deconsolidation of subsidiaries and consolidated joint ventures
—

 
(27
)
 
—

(Increase) decrease in working capital, net of deconsolidation of subsidiaries and consolidated joint ventures:
 
 
 
 
 
Receivables
10

 
(49
)
 
(44
)
Income taxes receivable
(3
)
 
3

 
(1
)
Inventories
14

 
(9
)
 
(28
)
Other current assets
2

 
2

 
(4
)
Payables
(15
)
 
10

 
(4
)
Accrued expenses
(60
)
 
(12
)
 
(23
)
Decrease (increase) in other assets
5

 
3

 
(6
)
Decrease in pension and other postretirement benefits
(28
)
 
(55
)
 
(63
)
Decrease in other liabilities
(12
)
 
(13
)
 
(6
)
Other, net
20

 
(18
)
 
21

Net cash provided by operating activities
331

 
173

 
80

Investing Activities
 
 
 
 
 
Purchases of marketable securities
(246
)
 
(204
)
 
(205
)
Sales or maturities of marketable securities
170

 
190

 
194

Capital expenditures
(94
)
 
(132
)
 
(124
)
Acquisition of mining rights
—

 
—

 
(17
)
Net proceeds from asset dispositions
61

 
16

 
2

Net proceeds from the sale of equity method investment to related party
52

 
—

 
—

Investments in joint ventures, including $23 of cash of contributed subsidiaries in 2014
—

 
(560
)
 
(5
)
Insurance proceeds
2

 
3

 
2

Return (deposit) of restricted cash
(8
)
 
4

 
(4
)
Net cash used for investing activities
(63
)
 
(683
)
 
(157
)
Financing Activities
 
 
 
 
 
Issuance of debt
350

 
3

 
361

Repayment of debt
(386
)
 
(63
)
 
(4
)
Payment of debt issuance fees
(6
)
 
(3
)
 
(6
)
Loan from venture partner
—

 
—

 
4

Issuances of common stock
6

 
4

 
4

Repurchases of common stock to satisfy employee tax withholding obligations
(8
)
 
(7
)
 
(9
)
Net cash (used for) provided by financing activities
(44
)
 
(66
)
 
350

 
 
 
 
 
 
 
 
 
 
 
 
(continued on the next page)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

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USG CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS

 
Years Ended December 31,
(millions)
2015
 
2014
 
2013
Effect of exchange rate changes on cash
(10
)
 
(5
)
 
(7
)
Net cash used for operating activities - discontinued operations
—

 
(1
)
 
(2
)
Net increase (decrease) in cash and cash equivalents
214

 
(582
)
 
264

Cash and cash equivalents at beginning of period
228

 
810

 
546

Cash and cash equivalents at end of period
$
442

 
$
228

 
$
810

 
 
 
 
 
 
Supplemental Cash Flow Disclosures:
 
 
 
 
 
Interest paid, net of interest capitalized
$
158

 
$
172

 
$
192

Income taxes paid, net of refunds received
—

 
7

 
10

 
 
 
 
 
 
Noncash Investing and Financing Activities:
 
 
 
 
 
Amount in accounts payable for capital expenditures
5

 
15

 
13

Contribution of wholly-owned subsidiaries and joint venture investments as consideration for investment in USG Boral Building Products
—

 
121

 
—

Conversion of $75 million and $325 million, respectively, of 10% convertible senior notes due 2018, net of discount
—

 
(73
)
 
(314
)
Issuance of common stock upon conversion of debt
—

 
75

 
313

Acceleration of deferred financing fee amortization to additional paid-in capital
—

 
—

 
1

Accrued interest on debt conversion
—

 
(2
)
 
—

See accompanying Notes to Consolidated Financial Statements


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USG CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(millions, except share data)
Common
Shares
Issued
(000)
 
Treasury
Shares
(000)
 
Common
Stock
 
Treasury
Stock
 
Additional Paid-in Capital
 
Retained
Earnings
(Deficit)
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Stockholders' Equity
 
Non-controlling Interest
 
Total
Balance as of January 1, 2013
107,851

 
(1
)
 
$
11

 
$
—

 
$
2,595

 
$
(2,367
)
 
$
(233
)
 
$
6

 
$
13

 
$
19

Net income (loss)
 
 
 
 
 
 
 
 
 
 
47

 
 
 
47

 
(1
)
 
46

Other comprehensive income
 
 
 
 
 
 
 
 
 
 

 
257

 
257

 
 
 
257

Share-based compensation
 
 
 
 
 
 
 
 
19

 
 
 
 
 
19

 
 
 
19

Stock issuances
954

 
314

 
—

 
9

 
(4
)
 
 
 
 
 
5

 
 
 
5

Stock issuances upon debt conversion
28,509

 
 
 
3

 
 
 
310

 
 
 
 
 
313

 
 
 
313

Repurchase of common stock
 
 
(313
)
 
 
 
(9
)
 
 
 
 
 
 
 
(9
)
 
 
 
(9
)
Changes in noncontrolling interest
 
 
 
 
 
 
 
 
 
 
 
 
 
 
—

 
12

 
12

Balance as of December 31, 2013
137,314

 
—

 
$
14

 
$
—

 
$
2,920

 
$
(2,320
)
 
$
24

 
$
638

 
$
24

 
$
662

Net income
 
 
 
 
 
 
 
 
 
 
37

 
 
 
37

 
1

 
38

Other comprehensive loss
 
 
 
 
 
 
 
 
 
 
 
 
(362
)
 
(362
)
 
 
 
(362
)
Share-based compensation
 
 
 
 
 
 
 
 
21

 
 
 
 
 
21

 
 
 
21

Stock issuances
947

 
166

 
—

 
4

 
1

 
 
 
 
 
5

 
 
 
5

Stock issuances upon debt conversion
6,507

 
72

 
—

 
3

 
72

 
 
 
 
 
75

 
 
 
75

Repurchase of common stock
 
 
(238
)
 
 
 
(7
)
 
 
 
 
 
 
 
(7
)
 
 
 
(7
)
Changes in noncontrolling interest
 
 
 
 
 
 
 
 
 
 
 
 
 
 
—

 
(24
)
 
(24
)
Balance as of December 31, 2014
144,768

 
—

 
$
14

 
$
—

 
$
3,014

 
$
(2,283
)
 
$
(338
)
 
$
407

 
$
1

 
$
408

Net income
 
 
 
 
 
 
 
 
 
 
991

 
 
 
991

 
—

 
991

Other comprehensive income
 
 
 
 
 
 
 
 
 
 

 
24

 
24

 
 
 
24

Share-based compensation
 
 
 
 
 
 
 
 
15

 
 
 
 
 
15

 
 
 
15

Stock issuances
899

 
283

 
1

 
8

 
(2
)
 
 
 
 
 
7

 
 
 
7

Repurchases of common stock
 
 
(283
)
 
 
 
(8
)
 
 
 
 
 
 
 
(8
)
 
 
 
(8
)
Changes in noncontrolling interest
 
 
 
 
 
 
 
 
 
 
 
 
 
 
—

 
(1
)
 
(1
)
Balance as of December 31, 2015
145,667

 
—

 
$
15

 
$
—

 
$
3,027

 
$
(1,292
)
 
$
(314
)
 
$
1,436

 
$
—

 
$
1,436

See accompanying Notes to Consolidated Financial Statements

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
In the following Notes to Consolidated Financial Statements, “USG,” “we,” “our” and “us” refer to USG Corporation and its subsidiaries included in the consolidated financial statements, except as otherwise indicated or as the context otherwise requires.
 
1.
Significant Accounting Policies
Nature of Operations
USG, through its subsidiaries, is a leading manufacturer and distributor of building materials. We produce a wide range of products for use in new residential, new nonresidential, and residential and nonresidential repair and remodel construction as well as products used in certain industrial processes. Our products also are distributed through building materials dealers, home improvement centers and other retailers, specialty wallboard distributors, and contractors.
Segments
Our segments are structured around our key products and business units: Gypsum, Ceilings, Distribution and UBBP.
Our Gypsum reportable segment is an aggregation of the operating segments of the gypsum businesses in the United States, Canada, Mexico, and Latin America, our mining operation in Little Narrows, Nova Scotia, Canada, and our shipping company, which we exited in 2015. Gypsum manufactures products throughout the United States, Canada, and Mexico. These products include USG Sheetrock® brand gypsum wallboard and related products including Sheetrock® brand joint compound, Durock® brand cement board, Levelrock® brand of poured gypsum flooring, Fiberock® brand backerboard, and Securock® brand glass mat sheathing used for building exteriors and gypsum fiber and glass mat panels used as roof cover board. Ceilings manufactures ceiling tile in the United States and ceiling grid in the United States, Canada and through February 27, 2014, the Asia-Pacific region. Distribution delivers gypsum wallboard, drywall metal, ceilings products, joint compound and other building products throughout the United States. UBBP manufactures, distributes and sells certain building products, mines raw gypsum and sells natural and synthetic gypsum throughout Asia, Australasia and the Middle East.
Consolidation and Presentation
Our consolidated financial statements include the accounts of USG Corporation, its majority-owned subsidiaries and through February 27, 2014, variable interest entities. Entities in which we have more than a 20% but not more than 50% ownership interest are accounted for using the equity method of accounting. All intercompany balances and transactions are eliminated in consolidation. On our consolidated statements of operations for the year ended December 31, 2013, income from equity method investments, which was previously included in "Other income, net," is reflected as "Income (loss) from equity method investments" and long-lived asset impairment charges, which was previously included in "Restructuring and long-lived asset impairment charges," are reflected as "Long-lived asset impairment charges" to conform to the current year presentation. On our consolidated statements of cash flows for the year ended December 31, 2013, income from equity method investments previously included in "Other, net" has been reclassified to "Income (loss) from equity method investments."
On September 15, 2015, we entered into an agreement to sell our 50% interest in the Knauf-USG joint venture to our joint venture partner and completed the sale in December 2015. On our consolidated statements of operations for the years ended December 31, 2014 and 2013, income from this equity method investment, which was previously included in "Income from equity method investments" is reflected as "Income and gain from the sale of equity method investment to related party" to conform to the current year presentation. Presentation of this income on the consolidated statement of cash flows is within "Income from equity method investments."
Our investments with Boral in the 50/50 joint ventures, UBBP, commenced on February 27, 2014, and as a result, our share of ten months of the results of UBBP were recorded in our accompanying consolidated statement of operations for the year ended December 31, 2014. See Note 3 for further description of our investments in UBBP.
Use of Estimates
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates.
Revenue Recognition
We recognize revenue when substantially all the risks and rewards of ownership transfer to the customer. We record provisions for discounts to customers based on the terms of sale in the same period in which the related sales are recorded. We record

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estimated reductions to revenue for customer programs and incentive offerings, including promotions and other volume-based incentives, in the period in which the sale occurs.
Shipping and Handling Costs
Shipping and handling costs are included in cost of products sold.
Advertising
Advertising expenses consist of media advertising and related production costs and sponsorships. We charge advertising expenses to earnings as incurred. These expenses amounted to $17 million, $23 million and $22 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Research and Development
We charge research and development expenditures to earnings as incurred. These expenditures amounted to $23 million, $23 million and $21 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Litigation Costs
We expense litigation costs as incurred.
Income Taxes
We record income tax expense (benefit) under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or paid. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the change is enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
Inventory Valuation
All of our inventories are stated at the lower of cost or market. Virtually all of our inventories are valued under the average cost method with the remainder valued under the first-in, first-out cost method. Our manufactured inventories include materials, labor and applicable factory overhead costs whereas our distribution inventories are valued at their cost. Depreciation associated with manufacturing assets is excluded from inventory cost, but is included in cost of products sold.
Earnings 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, restricted stock units, or RSUs, and performance shares, and the potential exercise of outstanding stock options. Prior to the conversion of our 10% convertible senior notes, the dilutive effect of the potential conversion of the 10% convertible senior notes was included for the appropriate time periods when these instruments were outstanding.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments, primarily money market funds, with maturities of three months or less at the time of purchase.
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 income (loss), or AOCI. If it is deemed that marketable securities have unrealized losses that are other than temporary, these losses will be recorded in earnings immediately. Situations in which losses may be considered other than temporary include when we have decided to sell a security or when it is more likely than not that we will be required to sell the security before we recover its amortized cost basis. Cost basis for securities sold are determined on a first-in-first-out basis.
Receivables
We include trade receivables in receivables on our consolidated balance sheets. Receivables are recorded at net realizable value, which includes allowances for cash discounts and doubtful accounts. We review the collectability of receivables on an ongoing basis. We reserve for receivables determined to be uncollectible. This determination is based on the delinquency of the account, the financial condition of the customer and our collection experience.

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We include short-term financing receivables in receivables and long-term financing and loan receivables in other assets on our consolidated balance sheets. Financing and loan receivables are recorded at net realizable value which includes an allowance for credit losses. We review the collectability of financing and loan receivables on an ongoing basis. We reserve for financing and loan receivables determined to be uncollectible. This determination is based on the delinquency of the account and the financial condition of the other party. As of December 31, 2015, the allowance for credit losses was immaterial.
Investments in Unconsolidated Joint Ventures
The equity method of accounting is used for investments in joint ventures that we do not consolidate, but over which we have the ability to exercise significant influence. Profits resulting from sales with equity method investees are eliminated until realized by the investee. Losses in the value of an investment in an unconsolidated joint venture that are other than temporary, are recognized when the current fair value of the investment is less than its carrying value.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost. We record depreciation of property, plant and equipment on a straight-line basis over the expected useful lives of the assets. We have determined estimated useful lives to be 50 years for buildings and improvements, a range of 10 to 25 years for machinery and equipment, and a range of 5 to 7 years for computer software and systems development costs. Leasehold improvements are capitalized and amortized over the shorter of the remaining lease term or remaining economic useful life. We compute depletion on a basis calculated to spread the cost of gypsum and other applicable resources over the estimated quantities of material recoverable.
We capitalize interest during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is depreciated over the useful lives of those assets. We recorded $3 million of capitalized interest in each of the three years ended December 31, 2015. Facility start-up costs that cannot be capitalized are expensed as incurred and recorded in cost of products sold.
Property, plant and equipment is reviewed for impairment when indicators of a potential impairment are present by comparing the carrying values of the assets with their estimated future undiscounted cash flows. If we determine an impairment exists, the asset is written down to estimated fair value. 
Intangible Assets
We perform impairment tests for intangible assets with indefinite useful lives as of October 31 of each year, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of an intangible asset below its carrying value. The impairment test for assets with indefinite lives consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Intangible assets determined to have indefinite useful lives, primarily comprised of trade names, are not amortized. An income approach is used for valuing trade names. Assumptions used in the income approach include projected revenues and assumed royalty, long-term growth and discount rates.
We perform impairment tests on definite lived intangible assets, such as customer relationships, upon identification of events or circumstances that may indicate the carrying amount of the assets might be unrecoverable by comparing their undiscounted cash flows with their carrying value. If we determine impairment exists, the assets are written down to estimated fair value. As of December 31, 2015, we had no intangible assets in other current assets on the consolidated balance sheet classified as assets held for sale. As of December 31, 2014, we had $5 million of intangible assets classified as assets held for sale.
Share-Based Compensation
We award share-based compensation to employees in the form of stock options, restricted stock units, market share units, and performance shares and to non-employee directors in the form of shares of our common stock. All grants under share-based payment programs are accounted for at fair value at the date of grant. We recognize expense on all share-based awards to employees expected to vest over the service period, which is the shorter of the period until the employees’ retirement eligibility dates or the service period of the award.
Derivative Instruments
We use derivative instruments to manage selected commodity price and foreign currency exposures. We do not use derivative instruments for speculative trading purposes, and we typically do not hedge beyond three years. All derivative instruments are recorded on the balance sheet at fair value. For derivatives designated as fair value hedges, the changes in the fair values of both the derivative instrument and the hedged item are recognized in earnings in the current period. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is recorded to AOCI, and is reclassified to earnings when the underlying forecasted transaction affects earnings. The ineffective portion of changes in the fair value of

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the derivative is reported in cost of products sold in the current period. We periodically reassess the probability of the underlying forecasted transaction occurring. For derivatives designated as net investment hedges, we record changes in fair value to AOCI. For derivatives not designated as hedging instruments, all changes in fair value are recorded to earnings in the current period.
Currently, we are using swaps to hedge a significant portion of our anticipated purchases of natural gas to be used in our manufacturing operations. Generally, we hedge the cost of a majority of our anticipated purchases of natural gas over the next 12 months. However, we review our positions regularly and make adjustments as market conditions warrant. The majority of contracts currently in place are designated as cash flow hedges and the remainder are not designated as hedging instruments.
We have operations outside of the United States and use forward contracts from time-to-time to hedge the risk of changes in cash flows resulting from selected forecasted intercompany and third-party sales or purchases, as well as intercompany loans, denominated in non-U.S. currencies, or to hedge the risk of selected changes in our net investment in foreign subsidiaries. These contracts are designated as either cash flow or net investment hedges or are not designated as hedging instruments.
Foreign Currency Translation
We translate foreign-currency-denominated assets and liabilities into U.S. Dollars at the exchange rates existing as of the respective balance sheet dates. We translate income and expense items at the average exchange rates during the respective periods. We record translation adjustments resulting from fluctuations in exchange rates to AOCI on our consolidated balance sheets and our share of the translation adjustments recorded by our equity method investments to AOCI.
We record transaction gains and losses to earnings. The total transaction loss was $7 million in 2015, $6 million in 2014 and $4 million in 2013.
Fair Value Measurements
Certain assets and liabilities are required to be recorded at fair value. The estimated fair values of those assets and liabilities have been determined using market information and valuation methodologies. Changes in assumptions or estimation methods could affect the fair value estimates. However, we do not believe any such changes would have a material impact on our financial condition, results of operations or cash flows. There are three levels of inputs that may be used to measure fair value:
•
Level 1 – Quoted prices for identical assets and liabilities in active markets;
•
Level 2 – Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
•
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Certain assets and liabilities are measured at fair value on a nonrecurring basis rather than on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment or when a new liability is being established that requires fair value measurement.

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2.
Recent Accounting Pronouncements

In January 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or 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 for the year ended December 31, 2018, with early adoption permitted and amendments to be applied as a cumulative-effect adjustment to the balance sheet in the year of adoption. We are currently in the process of assessing the impact of the ASU on our consolidated financial statements and disclosures.
In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes", which requires entities to present all deferred tax assets and liabilities as noncurrent. We early adopted the standard as of December 31, 2015 and have reclassified our current deferred tax assets and liabilities to long-term. For the year ended December 31, 2014, our consolidated balance sheet has been retrospectively adjusted to conform with the new presentation, which resulted in a reclassification of $1 million from current assets to long-term assets and $44 million from current assets to long-term liabilities.
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, with early adoption permitted. We do not expect the adoption of ASU 2015-11 will have a significant impact to our consolidated financial statements or disclosures.
In May 2015, the FASB issued ASU 2015-07, "Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)," which updates the disclosure requirements for investments that are measured at net asset value using the practical expedient. These investments are to be removed from the fair value hierarchy and shown as a reconciling item. The standard will be effective for us in the first quarter of 2016. The adoption will not have a significant impact to our disclosures.
In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs", which requires costs related to a recognized debt liability to be presented on the consolidated balance sheet as a direct deduction from the debt liability rather than as an asset. In August 2015, the FASB issued ASU 2015-15, "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements", which clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset, regardless of whether there are any outstanding borrowings on the line-of-credit. We adopted these standards as of December 31, 2015 and have reclassified our deferred debt issuance costs associated with our debt other than our line-of-credit from other assets to debt. For the year ended December 31, 2014, our consolidated balance sheet has been adjusted to conform with the new presentation, which resulted in a reclassification of $14 million from other assets to debt.
In August 2014, the FASB issued ASU 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which requires, in connection with preparing financial statements for each annual and interim reporting period, management to evaluate whether there are conditions or events that raise substantial doubts about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and provide related disclosures. The standard will be effective for us in the first quarter of 2016. We do not expect that the adoption of ASU 2014-15 will have a significant impact to our disclosures.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. There are two transition methods available under the new standard, either cumulative effect or retrospective. The standard will be effective for us in the first quarter of 2018. We will adopt the new standard using the modified retrospective approach, which requires the standard be applied only to the most current period presented, with the cumulative effect of initially applying the standard recognized at the date of initial application. We are evaluating the effect of adopting this standard, but we do not expect that the adoption of ASU 2014-09 will have a significant impact to our consolidated financial statements or disclosures.

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3.    Equity Method Investments
Equity method investments were as follows:
 
 
December 31, 2015
 
December 31, 2014
(millions)
 
Carrying Value
 
Ownership Percentage
 
Carrying Value
 
Ownership Percentage
USG Boral Building Products
 
$
675

 
50%
 
$
689

 
50%
Other equity method investments (a)
 
7

 
33% - 50%
 
$
46

 
33% - 50%
     Total equity method investments
 
$
682

 
 
 
$
735

 
 
(a)
As of December 31, 2014, our investment in the Knauf-USG joint venture was $38 million.
Investments in USG Boral Building Products (UBBP)
On February 27, 2014, we formed the 50/50 joint ventures, USG Boral Building Products Pte. Limited, a company organized under the laws of Singapore, and USG Boral Building Products Pty Limited, a company organized under the laws of Australia, with Boral Limited, or Boral. These joint ventures are herein referred to as USG Boral Building Products, or UBBP. UBBP manufactures, distributes and sells certain building products, mines raw gypsum and sells natural and synthetic gypsum throughout Asia, Australasia and the Middle East (the "Territory"). The products that UBBP manufactures and distributes include products for wall, ceiling, floor lining and exterior systems that utilize gypsum wallboard, referred to as plasterboard in the Territory, mineral fiber ceiling tiles, steel grid and joint compound.
As consideration for our 50% ownership in UBBP, we (i) made a cash payment of $515 million to Boral, which includes a $500 million base price and $15 million of customary estimated working capital and net debt adjustments, (ii) contributed to UBBP our subsidiaries and joint venture investments in China, Singapore, India, Malaysia, New Zealand, Australia, the Middle East and Oman and (iii) granted to UBBP licenses to use certain of our intellectual property rights in the Territory. We funded our cash payment with the net proceeds from our October 2013 issuance of $350 million of 5.875% senior notes and cash on hand.
In the event certain performance targets are satisfied by UBBP, we will be obligated to pay Boral scheduled earnout payments in an aggregate amount up to $75 million, comprised first of $25 million based on performance during the first three years and then up to $50 million based on performance during the first five years. We recorded a liability representing the present value of the first earnout payment. If our conclusion on the probability were to change, we would reduce 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 second earnout payment with a corresponding increase to our investment. As of December 31, 2015 and 2014, our liability for the earnout payments totaled $24 million and $23 million, respectively, and is included in other liabilities on our accompanying consolidated balance sheets.
We account for our 50% investments in UBBP using the equity method of accounting, and we initially measured its carrying value at cost of approximately $676 million as of February 27, 2014. Our existing wholly-owned subsidiaries and consolidated variable interest entities that were contributed into the joint venture were deconsolidated resulting in a gain of $27 million, which is included in our consolidated statement of operations for the year ended December 31, 2014. Approximately $11 million of the gain relates to the remeasurement of our retained investment in the contributed subsidiaries to fair value, determined using a discounted cash flow model with several inputs, including a weighted-average discount rate of approximately 11% and a weighted-average long-term growth rate of approximately 2%.
All of our investments accounted for under the equity method of accounting are initially recorded at cost and subsequently adjusted for our share of the net income or loss and cash contributions and distributions to or from these entities. Because the underlying net assets in our investments are denominated in a foreign currency, translation gains or losses will impact the recorded value of our investments. Translation gains or losses recorded in other comprehensive income were as follows:
(millions)
2015
 
2014
 
2013
Translation loss
$
(23
)
 
$
(34
)
 
$
—

During 2015, UBBP paid cash dividends on earnings through October 2015 of which our 50% share totaled $38 million. We recorded the cash dividend in operating activities on our statements of cash flows and intend to use the cash dividends to

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fund the potential obligations under the earnout. As of December 31, 2015, the amount of consolidated retained earnings which represents undistributed earnings from UBBP is $42 million.
Investment in Knauf-USG Joint Venture
On September 15, 2015, we entered into an agreement to sell our 50% interest in Knauf/USG Verwaltungs GmbH and Knauf/USG Systems GmbH & Co. KG, or collectively the Knauf-USG joint venture, to our joint venture partner, Knauf Aquapanel GmbH, a subsidiary of Gebr. Knauf Verwaltungsgesellschaft KG (Knauf) for €48 million in cash, or approximately $52 million. The Knauf-USG joint venture manufactured and distributed Aquapanel® brand cement-based panels in Europe (excluding Turkey) and all countries that were part of the former Soviet Union. Affiliates of Knauf are the beneficial owners of approximately 10% of USG's outstanding shares of common stock.
On December 22, 2015 the sale was completed and we recorded a gain of approximately $6 million, which is net of $5 million for income taxes payable on the sale.  The gross gain and our equity method income in the Knauf-USG joint venture was $13 million for the year ended December 31, 2015 and $2 million for each of the years ended December 31, 2014 and 2013 and is recorded in "Income and gain from the sale of equity method investment to related party" in our consolidated statement of operations.
Summarized Financial Information
Summarized financial information for our equity method investments is as follows:

Statement of Operations
 
For the year ended December 31,
(millions)
2015
 
2014 (a)
 
2013
USG Boral Building Products:
 
 
 
 
 
Net sales
$
1,003

 
$
927

 
N/A

Gross profit
278

 
251

 
N/A

Operating profit
124

 
95

 
N/A

Net income from continuing operations
101

 
72

 
N/A

Net income
101

 
72

 
N/A

Net income attributable to USG Boral Building Products
96

 
67

 
N/A

USG share of income from USG Boral Building Products
48

 
33

 
N/A

Other equity method investments(b):
 
 
 
 
 
USG share of income from other investments accounted for using the equity method
2

 
2

 
1

 
 
 
 
 
 
Total income from equity method investments
50

 
35

 
1

(a)
Operating results are presented for UBBP for the ten months months ended December 31, 2014.
(b)
Amounts represent our share of income or loss from all equity method investments, other than UBBP. For the twelve months ended December 31, 2014, the amount reflected includes two months of our share of income from equity method investments from the joint ventures which we owned prior to being contributed to UBBP on February 27, 2014.
Balance Sheet
(millions)
December 31, 2015
 
December 31, 2014
USG Boral Building Products:
 
 
 
Current assets
$
368

 
$
446

Non-current assets
935

 
989

Current liabilities(c)
197

 
245

Long-term debt(d)
40

 
46

Other non-current liabilities
17

 
21

Shareholders' equity(e)
1,049

 
1,123

(c)
Includes the current portion of long-term debt of $16 million and $35 million as of December 31, 2015 and 2014, respectively.
(d) Includes term loans and credit facilities for the joint ventures in Oman which were contributed to UBBP in February 2014. The loans and credit facilities are guaranteed by us and the Zawawi Group in Oman.
(e)
Shareholders' equity includes $60 million and $70 million related to non-controlling interests as of December 31, 2015 and 2014, respectively.

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4.
Marketable Securities
Our investments in marketable securities as of December 31, 2015 and 2014 consisted of the following:
 
2015
 
2014
(millions)
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Corporate debt securities
$
134

 
$
134

 
$
93

 
$
93

U.S. government and agency debt securities
57

 
57

 
22

 
22

Asset-backed debt securities
21

 
21

 
17

 
17

Certificates of deposit
15

 
15

 
18

 
18

Municipal debt securities
3

 
3

 
4

 
4

Total marketable securities
$
230

 
$
230

 
$
154

 
$
154

The realized and unrealized gains and losses as of and for the years ended December 31, 2015, 2014 and 2013 were immaterial.
Contractual maturities of marketable securities as of December 31, 2015 were as follows:
(millions)
Amortized
Cost
 
Fair
Value
Due in 1 year or less
$
194

 
$
194

Due in 1-5 years
36

 
36

Total marketable securities
$
230

 
$
230

Actual maturities may differ from the contractual maturities because issuers of the securities may have the right to prepay them.
5.
Intangible Assets
Intangible assets are included in other assets on the consolidated balance sheets. Intangible assets with definite lives are amortized. These assets are summarized as follows:
 
As of December 31, 2015
 
As of December 31, 2014
(millions)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Intangible Assets with Definite Lives:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
70

 
$
(61
)
 
$
9

 
$
70

 
$
(54
)
 
$
16

Other
9

 
(8
)
 
1

 
9

 
(7
)
 
2

Total
$
79

 
$
(69
)
 
$
10

 
$
79

 
$
(61
)
 
$
18

The weighted average amortization periods are 10 years for customer relationships and 11 years for other intangible assets with definite lives. Total amortization expense was $8 million in 2015 and $7 million in 2014 and 2013, respectively. Estimated annual amortization expense is as follows: 
(millions)
2016
 
2017
 
2018 and thereafter
Estimated annual amortization expense
$
7

 
$
2

 
$
1


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Intangible assets with indefinite lives are not amortized. The gross carry amounts of these assets as of December 31 are as follows:
(millions)
2015
 
2014
Intangible Assets with Indefinite Lives:
 
 
 
Trade names
$
22

 
$
22

Other
8

 
8

Total
$
30

 
$
30

In 2015, 2014 and 2013, there was no impairment for any of our intangible assets.
As of December 31, 2014, approximately $5 million of other indefinite-lived intangible assets met the criteria to be classified as held for sale and therefore were included in other current assets on our consolidated balance sheet. As of December 31, 2015, these indefinite-lived intangible assets were no longer recorded as held for sale.

6.     Debt
Total debt as of December 31 consisted of the following:
(millions)
2015
 
2014
5.5% senior notes due 2025
$
350

 
$
—

5.875% senior notes due 2021
350

 
350

6.3% senior notes due 2016
500

 
500

7.75% senior notes due 2018
500

 
500

7.875% senior notes due 2020 (net of discount: 2015 - $1; 2014 - $1)
249

 
249

8.375% senior notes due 2018
—

 
350

Ship mortgage facility (includes current portion of long-term debt: 2015 - $0; 2014 - $4)
—

 
21

Industrial revenue bonds (due 2028 through 2034)
239

 
239

Total
$
2,188

 
$
2,209

Less unamortized debt issuance costs (a)
$
13

 
$
14

Total
$
2,175

 
$
2,195

(a)
Reflects the change in presentation of unamortized debt issuance costs from other assets to a reduction in debt. See Note 2.
Repurchase of 8.375% Senior Notes and Issuance of 5.5% Senior Notes
In the first quarter of 2015, we repurchased $350 million of our 8.375% senior notes due in 2018 through both a cash tender offer and a subsequent notice of redemption. On February 24, 2015, we completed a cash tender offer pursuant to which we repurchased $126 million of the 8.375% senior notes for aggregate consideration, including tender offer premium and accrued and unpaid interest, of $135 million. On March 26, 2015, we repurchased the remaining $224 million of the 8.375% senior notes for aggregate consideration, including premiums and accrued and unpaid interest, of $242 million. As a result of the repurchases, we recorded a loss on early extinguishment of debt of $19 million including the write-off of unamortized debt issuance costs. Also on February 24, 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% senior 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 December 31, 2015, these notes were recorded on the accompanying consolidated balance sheet at $344 million.

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Senior Notes
All of the senior notes are senior unsecured obligations and rank equally with all of our other existing and future unsecured senior indebtedness. The indentures governing the notes contain events of default, covenants and restrictions that are customary for similar transactions, including a limitation on our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness.
Interest rate (a)
6.30%
7.75%
5.500%
7.875%
5.875%
Principal net of discount (in millions) (b)
$500
$500
$350
$249
$350
Maturity
November 15, 2016
January 15, 2018
March 1, 2025
March 30, 2020
November 1, 2021
Call date
Any time (c)
Any time (c)
March 1, 2020 (d)
March 30, 2016 (d)
November 1, 2016 (d)
Mandatory redemption
at 101% plus accrued and unpaid interest in the event of a change in control and a related downgrade below investment grade by both Moody’s Investors Service and Standard & Poor’s Financial Services LLC
at 101% plus accrued and unpaid interest in the event of a change in control
(a)
The 7.75% senior notes currently have an effective interest rate of 9.75%. The rate is subject to an adjustment of up to 2% if the debt rating is downgraded or subsequently upgraded by Moody's Investors Service and Standard & Poor's Financial Services LLC.
(b)
Principal amounts do not include unamortized debt issuance costs that have been reclassified from other assets to a reduction in debt. See Note 2.
(c)
Callable at any time at a price equal to the greater of (1) 100% of the principal and (2) the sum of the present value of the remaining scheduled payments of principal and interest discounted to the redemption date on a semi-annual basis at the applicable U.S. Treasury rate plus a spread (as outlined in the respective indentures), plus any accrued and unpaid interest on the principal amount being called.
(d)
Callable at any time prior to the call date at a price equal to 100% of the principal plus a premium (as outlined in the respective indentures), plus any accrued and unpaid interest on the principal amount being called. Callable after the call date at stated redemption prices (as outlined in the respective indentures), plus any accrued and unpaid interest on the principal amount being called.
Credit Facility
Our credit facility allows for a maximum borrowing limit under the credit agreement of $450 million (including a $50 million borrowing sublimit for CGC, Inc.). The agreement allows for the borrowing of revolving loans and issuance of letters of credit (up to a maximum of $200 million at any time outstanding, in aggregate) to USG and its subsidiaries. The maximum allowable borrowings may be increased at our request with the agreement of the lenders providing increased or new lending commitments, provided that the maximum allowable borrowings after giving effect to the increase may not exceed $650 million.
Our obligations under the credit facility are guaranteed by USG and its significant domestic subsidiaries and secured by trade receivables and inventory. The credit facility matures on October 22, 2019 unless terminated earlier in accordance with its terms. The credit facility is available to fund working capital needs and for other general corporate purposes.
The credit agreement contains a financial covenant that would require us to maintain a minimum fixed charge coverage ratio. Because we currently satisfy the required fixed charge coverage ratio, we are not required to maintain a minimum borrowing availability under the credit facility. The credit agreement contains other covenants and events of default that are customary for similar agreements and may limit our ability to take various actions including our ability to pay a dividend or repurchase our stock.
Taking into account the most recent borrowing base calculation delivered under the credit facility, which reflects trade receivables and inventory as of December 31, 2015, and outstanding letters of credit, borrowings available under the credit facility were approximately $295 million, including $50 million for CGC. As of December 31, 2015 and during the year 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 1.86% for loans in the US and 2.12% for loans in Canada. Outstanding letters of credit totaled $49 million, including $1 million for CGC, as of December 31, 2015.
Ship Mortgage Facility
Our subsidiary, Gypsum Transportation Limited, or GTL, had a secured loan facility agreement with DVB Bank SE, as lender, agent and security trustee which was repaid during 2015 in connection with the sale of two self-unloading vessels. See Note 13 for discussion of GTL.
Industrial Revenue Bonds
Our $239 million of industrial revenue bonds have fixed interest rates ranging from 5.5% to 6.4%. The weighted average rate of interest on our industrial revenue bonds is 5.875%. These bonds mature during the years 2028 through 2034.

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OTHER INFORMATION
The fair value of our debt was $2.295 billion and $2.338 billion as of December 31, 2015 and 2014, respectively, and was determined using the fair value hierarchy of inputs described in Note 1. The fair values were based on quoted prices for identical or similar liabilities in markets that are not active or valuation models in which all significant inputs and value drivers are observable and, as a result, are classified as Level 2.
Interest accrued on our debt as of December 31, 2015 and December 31, 2014 was $45 million for both periods.
As of December 31, 2015, we were in compliance with the financial covenants contained in our credit facility.
As of December 31, 2015, the amounts of total debt outstanding maturing in each of the next five years and beyond were as follows: 
(millions)
2016
 
2017
 
2018
 
2019
 
2020
 
After 2020
Debt maturities (principal amounts)
$
500

 
$
—

 
$
500

 
$
—

 
$
250

 
$
939

 
7.     Derivative Instruments
COMMODITY DERIVATIVE INSTRUMENTS
As of December 31, 2015, we had 22 million mmBTUs (millions of British Thermal Units) in aggregate notional amount of outstanding natural gas swap contracts to hedge forecasted purchases. All of these contracts mature by December 31, 2017. For contracts designated as cash flow hedges, the unrealized loss that remained in AOCI as of December 31, 2015 was $19 million and as of December 31, 2014 was $20 million. No ineffectiveness was recorded on contracts designated as cash flow hedges in 2015, 2014, or 2013.
Changes in fair value on contracts not designated as cash flow hedges are recorded to earnings. The fair value of those contracts not designated as cash flow hedges was a $2 million unrealized loss as of December 31, 2015 and a $5 million unrealized loss as of December 31, 2014.
FOREIGN EXCHANGE DERIVATIVE INSTRUMENTS
We have foreign exchange forward contracts to hedge forecasted purchases of products and services denominated in foreign currencies. The notional amount of these contracts was $114 million as of December 31, 2015, and they mature by December 27, 2017. These forward contracts are designated as cash flow hedges and no ineffectiveness was recorded in 2015, 2014, or 2013. The fair value of these contracts that remained in AOCI was an unrealized gain of $8 million and $3 million as of December 31, 2015 and December 31, 2014, respectively.
During the third quarter of 2015, we entered into foreign exchange forward contracts to hedge a portion of our net investment in our Knauf-USG joint venture. The notional amount of these contracts was $35 million and they matured on November 16, 2015. In November 2015, we entered into a similar foreign exchange forward contract with the same critical terms that was scheduled to mature on January 31, 2016.  These forward contracts were designated as net investment hedges and no ineffectiveness was recorded. On December 22, 2015, we completed the sale and, as a result, we terminated the outstanding foreign exchange forward contract and reclassified the $1 million net gain realized for these contracts from AOCI to earnings which increased the gain on the sale of the equity method investment. See Note 3 for further discussion on the sale.
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 December 31, 2015, our derivatives were in a $13 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 $21 million of collateral posted with our counterparties related to our derivatives as of December 31, 2015. Amounts paid as cash collateral are included in receivables on our consolidated balance sheets.
We have not adopted an accounting policy to offset fair value amounts related to derivative contracts under our master netting arrangements; therefore, individual derivative contracts are reflected on a gross basis, as either assets or liabilities, on our consolidated balance sheets, based on their fair value as of the balance sheet date.

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FINANCIAL STATEMENT INFORMATION
The following are the pretax effects of derivative instruments on the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the years ended December 31, 2015, 2014 and 2013:
 
Amount of Gain or (Loss)
Recognized in
Other Comprehensive Income (Loss) on Derivatives (Effective Portion)
 
Location of Gain or (Loss)
 Reclassified from
AOCI into Income
(Effective Portion)
 
Amount of Gain or (Loss) Reclassified from
AOCI into Income
(Effective Portion)
(millions)
2015
 
2014
 
2013
 
 
 
2015
 
2014
 
2013
Derivatives in Cash Flow Hedging Relationships
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts
$
(14
)
 
$
(19
)
 
$
1

 
Cost of products sold
 
$
(15
)
 
$
2

 
$
(2
)
Foreign exchange contracts
12

 
4

 
3

 
Cost of products sold
 
7

 
2

 
3

Foreign exchange contracts
1

 
—

 
—

 
Income and gain from the sale of equity method investment to related party
 
1

 
—

 
—

Total
$
(1
)
 
$
(15
)
 
$
4

 
 
 
$
(7
)
 
$
4

 
$
1

 
 
Location of Gain or (Loss)
 Recognized in Income
on Derivatives
 
Amount of Gain or (Loss) Recognized in Income
on Derivatives
(millions)
 
 
 
2015
 
2014
 
2013
Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
 
Commodity contracts
Cost of products sold
 
$
(3
)
 
$
(4
)
 
$
2

Foreign exchange contracts
Other (income) expense, net
 
2

 
—

 
—

Total
 
 
 
$
(1
)
 
$
(4
)
 
$
2

As of December 31, 2015, we had no derivatives designated as net investment or fair value hedges.
The following are the fair values of derivative instruments on the consolidated balance sheets as of December 31, 2015 and 2014:
 
Balance Sheet
Location
Fair Value
 
Balance Sheet
Location
Fair Value
 
 
(millions)
 
12/31/15
 
12/31/14
 
 
12/31/15
 
12/31/14
Derivatives in Cash Flow Hedging Relationships
 
 
 
 
 
 
 
 
 
Commodity contracts
Other current assets
$
1

 
$
1

 
Accrued expenses
$
15

 
$
14

Commodity contracts
Other assets
—

 
—

 
Other liabilities
5

 
7

Foreign exchange contracts
Other current assets
8

 
3

 
Accrued expenses
—

 
—

Total derivatives in hedging relationships
 
$
9

 
$
4

 
 
$
20

 
$
21

 
Balance Sheet
Location
Fair Value
 
Balance Sheet
Location
Fair Value
 
 
(millions)
 
12/31/15
 
12/31/14
 
 
12/31/15
 
12/31/14
Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
 
 
Commodity contracts
Other current assets
$
—

 
$
—

 
Accrued expenses
$
2

 
$
4

Commodity contracts
Other assets
—

 
—

 
Other liabilities
—

 
1

Total derivatives not designated as hedging instruments
 
$
—

 
$
—

 
 
$
2

 
$
5

 
 
 
 
 
 
 
 
 
 
Total derivatives
Total assets
$
9

 
$
4

 
Total liabilities
$
22

 
$
26



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8.
Fair Value Measurements
Certain assets and liabilities are required to be recorded at fair value. The fair values of our cash equivalents, equity mutual funds, marketable securities and derivatives were determined using the fair value hierarchy of inputs described in Note 1. The cash equivalents, primarily consisting of money market funds, and equity mutual funds are valued based on quoted prices in active markets and, as a result, are classified as Level 1. Instruments classified as Level 2 are valued using income approach or market approach. We employ an income approach, such as discounted cash-flow method and use readily observable market data and internally developed valuation models when valuing our derivatives. The inputs for the valuation models are obtained from data providers and include end-of-period spot and forward natural gas prices and foreign currency exchange rates, natural gas price volatility and LIBOR and swap rates for discounting the cash flows implied from the derivative contracts. Marketable securities are valued using market value approaches, for example, pricing based on recent transactions. These values are based on quoted prices or other observable market inputs received from data providers.
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)
12/31/15

 
12/31/14

 
12/31/15

 
12/31/14

 
12/31/15

 
12/31/14

 
12/31/15

 
12/31/14

Cash equivalents
$
223

 
$
93

 
$
25

 
$
32

 
$
—

 
$
—

 
$
248

 
$
125

Equity mutual funds
4

 
4

 
—

 
—

 
—

 
—

 
4

 
4

Marketable securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate debt securities
—

 
—

 
134

 
93

 
—

 
—

 
134

 
93

U.S. government and agency debt securities
—

 
—

 
57

 
22

 
—

 
—

 
57

 
22

Asset-backed debt securities
—

 
—

 
21

 
17

 
—

 
—

 
21

 
17

Certificates of deposit
—

 
—

 
15

 
18

 
—

 
—

 
15

 
18

Municipal debt securities
—

 
—

 
3

 
4

 
—

 
—

 
3

 
4

Derivative assets
—

 
—

 
9

 
4

 
—

 
—

 
9

 
4

Derivative liabilities
—

 
—

 
(22
)
 
(26
)
 
—

 
—

 
(22
)
 
(26
)
Certain assets and liabilities are measured at fair value on a nonrecurring basis rather than on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment or when a new liability is being established that requires fair value measurement. As disclosed in Note 12, during 2014, we recorded asset impairment charges of $90 million.
During 2014, we reviewed the carrying value of the ocean vessels owned by GTL for potential impairment by comparing the carrying value of those assets with their fair values. To determine the estimated fair value for the ocean vessels, we engaged a third-party ship broker. Management developed our estimate of fair value by considering comparable sales for similar asset types and incorporating an adjustment for the specialized nature of these assets. This fair value measurement is classified as Level 3, and, as disclosed in Notes 12 and 13, we recorded a long-lived asset impairment charge of $60 million during the fourth quarter of 2014.
Also during 2014, we reviewed our property, plant and equipment for potential impairment by comparing the carrying values of those assets with their fair values as estimated using the future undiscounted cash flows for their remaining useful lives. We measured the fair value of the machinery, equipment and buildings using measurements classified as Level 3, and, as disclosed in Note 12, we recorded long-lived asset impairment charges of $30 million.

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9.    Employee Retirement Plans
We maintain defined benefit pension plans for most of our employees. Most of these plans require employee contributions in order to accrue benefits. Benefits payable under the plans are based on employees’ years of service and compensation during specified years of employment. Effective December 31, 2010, we amended the USG Corporation defined benefit pension plan to replace the final average pay formula with a cash balance formula for employees hired after that date.
In 2013, we communicated to certain terminated vested participants in our USG Corporation Retirement Plan an option to receive a lump sum payment for their accrued benefits. The option commenced on October 1, 2013 and expired on November 15, 2013. For participants who elected this option, payments were made in December 2013, and we incurred a settlement charge of approximately $15 million, with a corresponding reduction in accumulated other comprehensive income (loss).
We had maintained a pension plan for our subsidiary USG (U.K.) Ltd which had been previously frozen to permanently eliminate future benefit accruals. In December 2014, we irrevocably purchased annuities for the remaining deferred members of the plan relieving us of the responsibility of the pension benefit obligation, or PBO. Consequently, we recorded a settlement charge in selling and administrative expenses in the amount of $13 million and removed the net pension asset from our consolidated balance sheet.
We also maintain plans that provide postretirement benefits (retiree health care and life insurance) for eligible employees. Employees hired before January 1, 2002 generally become eligible for the postretirement benefit plans when they meet minimum retirement age and service requirements. The cost of providing most postretirement benefits is shared with retirees.
In 2011 and 2014, we amended our U.S. postretirement benefit plan to require retiree medical plan participants to begin purchasing individual coverage in the Affordable Insurance Exchanges or individual Medicare marketplace beginning January 1, 2016 using a company-funded subsidy. The subsidy will be determined based upon years of service at retirement and Medicare eligibility. The subsidy provided to retirees eligible for Medicare will end December 31, 2019. As a result of the amendments, the measurement of the accumulated postretirement benefit obligation, or APBO, was reduced and a credit to unrecognized prior service cost is being amortized into the statement of operations over the average remaining service of active plan participants to retirement eligibility.
The components of net pension and postretirement benefit costs are summarized in the following table:
(millions)
2015
 
2014
 
2013
Pension Benefits:
 
 
 
 
 
Service cost of benefits earned
$
49

 
$
37

 
$
38

Interest cost on projected benefit obligation
66

 
65

 
63

Expected return on plan assets
(83
)
 
(79
)
 
(76
)
Settlement (a)
1

 
13

 
16

Net amortization
39

 
24

 
43

Net pension cost
$
72

 
$
60

 
$
84

Postretirement Benefits:
 
 
 
 
 
Service cost of benefits earned
$
2

 
$
3

 
$
3

Interest cost on projected benefit obligation
6

 
7

 
7

Net amortization
(31
)
 
(35
)
 
(34
)
Net postretirement benefit
$
(23
)
 
$
(25
)
 
$
(24
)
(a)
In 2014, the settlement charge related to the elimination of the benefit obligation of the UK pension plan due to the purchase of annuities. In 2013, the settlement charge primarily related to lump sum payments made to certain terminated vested participants in our U.S. Plan.
We use a December 31 measurement date for our plans. The accumulated benefit obligation, or ABO, for the defined benefit pension plans was $1.354 billion as of December 31, 2015 and $1.429 billion as of December 31, 2014.

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As of December 31,
(millions)
2015
 
2014
Selected information for pension plans with accumulated benefit obligations in excess of plan assets:
 
 
 
Accumulated benefit obligation
$
(1,182
)
 
$
(1,230
)
Fair value of plan assets
1,097

 
1,113

Selected information for pension plans with benefit obligations in excess of plan assets:
 
 
 
Benefit obligation
$
(1,365
)
 
$
(1,686
)
Fair value of plan assets
1,099

 
1,340

The following table summarizes projected benefit obligations, plan assets and funded status as of December 31:
 
Pension
 
Postretirement
(millions)
2015
 
2014
 
2015
 
2014
Change in Benefit Obligation:
 
 
 
 
 
 
 
Benefit obligation as of January 1
$
1,686

 
$
1,376

 
$
167

 
$
166

Service cost
49

 
37

 
2

 
3

Interest cost
66

 
65

 
6

 
7

Curtailment/settlements
(4
)
 
(24
)
 
—

 
—

Participant contributions
11

 
10

 
3

 
8

Benefits paid
(86
)
 
(81
)
 
(11
)
 
(20
)
Plan amendment
—

 
—

 
—

 
4

Actuarial (gain) loss
(119
)
 
327

 
(14
)
 
4

Foreign currency translation
(39
)
 
(24
)
 
(9
)
 
(5
)
Benefit obligation as of December 31
$
1,564

 
$
1,686

 
$
144

 
$
167

Change in Plan Assets:
 
 
 
 
 
 
 
Fair value as of January 1
$
1,340

 
$
1,262

 
$
—

 
$
—

Actual return on plan assets
17

 
132

 
—

 
—

Employer contributions
61

 
64

 
8

 
12

Participant contributions
11

 
10

 
3

 
8

Benefits paid
(86
)
 
(81
)
 
(11
)
 
(20
)
Curtailment/settlements
(4
)
 
(24
)
 
—

 
—

Foreign currency translation
(38
)
 
(23
)
 
—

 
—

Fair value as of December 31
$
1,301

 
$
1,340

 
$
—

 
$
—

Funded status
$
(263
)
 
$
(346
)
 
$
(144
)
 
$
(167
)
Components on the Consolidated Balance Sheets:
 
 
 
 
 
 
 
Noncurrent assets
$
3

 
$
—

 
$
—

 
$
—

Current liabilities
(9
)
 
(9
)
 
(9
)
 
(13
)
Noncurrent liabilities
(257
)
 
(337
)
 
(135
)
 
(154
)
Net liability as of December 31
$
(263
)
 
$
(346
)
 
$
(144
)
 
$
(167
)
Pretax Components in AOCI:
 
 
 
 
 
 
 
Net actuarial loss
$
387

 
$
490

 
$
7

 
$
24

Prior service credit
(1
)
 
(1
)
 
(108
)
 
(140
)
Total as of December 31
$
386

 
$
489

 
$
(101
)
 
$
(116
)
 
 
 
 
 
 
 
 
For our defined benefit pension plans, the 2015 actuarial gain of $119 million was primarily due to an increase in the discount rates and the adoption of the new mortality tables published by the Society of Actuaries used to determine the benefit obligation. The weighted-average discount rate increased from 4.10% at December 31, 2014 to 4.43% at December 31, 2015 and decreased from 4.90% at December 31, 2013 to 4.10% at December 31, 2014.

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For the defined benefit pension plans, we estimate that during 2016 we will amortize from AOCI into net pension cost a net actuarial loss of $19 million and no prior service cost. For the postretirement benefit plans, we estimate that during 2016 we will amortize from AOCI into net postretirement cost a net actuarial loss of $1 million and a prior service credit of $28 million.
ASSUMPTIONS
The following tables reflect the assumptions used in the accounting for our plans:
 
Pension
 
Postretirement
 
2015
 
2014
 
2015
 
2014
Weighted average assumptions used to determine benefit obligations as of December 31:
 
 
 
 
 
 
 
Discount rate
4.43
%
 
4.10
%
 
4.24
%
 
3.70
%
Compensation increase rate
3.55
%
 
3.60
%
 
N/A
 
N/A
Weighted average assumptions used to determine net cost for years ended December 31:
 
 
 
 
 
 
 
Discount rate
4.10
%
 
4.90
%
 
3.70
%
 
4.60
%
Expected return on plan assets
6.70
%
 
7.00
%
 
N/A
 
N/A
Compensation increase rate
3.50
%
 
3.50
%
 
N/A
 
N/A
We no longer have significant exposure to health care cost trend rates due to the modifications we made to our U.S. postretirement health care plan to limit the increase in the annual amount we pay for retiree health care coverage for certain current and future retirees to 3% and to require retiree medical plan participants to begin purchasing individual coverage in the Affordable Insurance Exchanges or individual Medicare marketplace beginning January 1, 2016 using a company-funded subsidy based upon years of service at retirement.
For the measurement of the APBO at December 31, 2015 for our Canadian postretirement health care plan, the assumed health care cost trend rates start with an 8% increase in 2016, followed by a gradual decline in increases to 4% for 2032. For the measurement of the APBO at December 31, 2014, the assumed health care cost trend rates started with a 8.25% increase in 2015, followed by a gradual decline in increases to 4% for 2032 and beyond.
A one percentage point change in the assumed health care cost trend rates would have the following effects on our U.S. and Canadian plans:
(millions)
One-Percentage-
Point Increase
 
One-Percentage-
Point Decrease
Effect on total service and interest cost
$
1

 
$
—

Effect on postretirement benefit obligation
10

 
(8
)
RETIREMENT PLAN ASSETS
Investment Policies and Strategies: We have established investment policies and strategies for the defined benefit pension plans’ assets with a long-term objective of maintaining the plans’ assets at a level equal to or greater than that of their liabilities (as measured by a funded ratio of 100% or more of the ABO) and maximizing returns on the plans’ assets consistent with our moderate tolerance for risk. Contributions are made to the plans periodically as needed to meet funding targets or requirements. Factors influencing our determination to accept a moderate degree of risk include the timing of plan participants’ retirements and the resulting disbursement of retirement benefits, the liquidity requirements of the plans and our financial condition.
Our overall long-term objective is to achieve a 6.7% rate of return on plan assets with a moderate level of risk as indicated by the volatility of investment returns. This rate of return target was established using a “building block” approach. In this approach, ranges of long-term expected returns for the various asset classes in which the plans invest are estimated. The estimated ranges are primarily based on observations of historical asset returns and their historical volatility. In determining the expected returns, we also consider consensus forecasts of certain market and economic factors that influence returns, such as inflation, gross domestic product trends and dividend yields. We then calculate an overall range of likely expected rates of return by applying the expected asset returns to the plans’ target asset allocation. The most likely rate of return is then determined and is adjusted to account for investment management fees.
Our investment strategy is to invest in a diversified mix of asset classes in accordance with an asset allocation that we believe is likely to achieve our long-term target return while prudently considering risk. In order to manage risk, the plans’ pension and investment committees periodically rebalance the asset allocations as outlined by our investment policy statements. Our investment policy statements include glide paths which outline how our asset allocation would increase the portion of liability-hedging assets, such as fixed income, as our funded status improves in the future. This liability-driven investing

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approach is carried out by professional investment managers who help the committees in this process. The committees also monitor the investment performance of the individual investment managers compared to their benchmark returns and investment guidelines on an ongoing basis, in part through the use of quarterly investment portfolio reviews and compliance reporting by investment managers. The pension and investment committees also evaluate risk by periodically conducting asset/liability studies to assess the correlation of the plans’ assets and liabilities and the degree of risk in the target asset allocations. The plans limit the use of leverage to select investment strategies where leverage is typically employed, such as private equity and real estate. Certain investment managers utilize derivatives, such as swaps, bond futures, and options, as part of their investment strategies. This is done primarily to gain a desired market exposure or manage factors such as interest rate risk or duration of a bond portfolio.
The following table shows the aggregate target asset allocation on a weighted average basis for all the plans and the acceptable ranges around the targets as of December 31, 2015.
 
 
Investment Policy
 
 
Target
 
Range
Asset Categories:
Asset Category Description
 
 
 
Equity
Institutional commingled/pooled equity funds, equity mutual funds and direct holdings of the common stock of U.S. and non-U.S. companies; equity funds and direct holdings are invested in companies with a range of market capitalizations
40
%
 
36% - 42%
Fixed income
U.S. Treasury securities, non-U.S. government debt securities such as Canadian federal bonds, corporate bonds of companies from diversified industries and mortgage-backed securities
49
%
 
46% - 52%
Limited partnerships
Investments in funds that follow any of several different strategies, including investing in distressed debt, energy development, infrastructure, and hedge funds. These investments use strategies with returns normally expected to have a reduced correlation to the return of equities as compared to other asset classes and often provide a current income component that is a meaningful portion of the investment’s total return.
5
%
 
2% -8%
Other real assets
Primarily investments in large core, private real estate funds that directly own a diverse portfolio of properties located in the United States. It also includes an allocation to funds investing in equities of real estate and infrastructure companies
6
%
 
3% - 9%
Cash equivalents and short-term investments
Primarily held in short-term investment funds or registered money market funds with daily liquidity
—
%
 
0% - 5%
Total
 
100
%
 
 
Fair Values of Plan Assets: Pension assets are classified based on the valuation methodologies and inputs used to determine the fair value as described in Note 1.
Level 1 investments include mutual funds, or direct investments in common stocks of U.S. and non-U.S. companies that trade on liquid exchanges. These investments are valued based on the closing price on these exchanges.
Level 2 investments include primarily fixed income securities such as corporate, or government debentures, mortgage- and asset-backed securities. They are valued primarily using income and market approaches, such as pricing based on recent market transactions, and values are based on quoted prices or other observable market inputs received from data providers. Commingled funds not traded on an exchange, even though their underlying investments are common stocks traded on liquid exchanges, are also included in the Level 2 category. The net asset value of commingled funds investing in either stocks or fixed income securities is calculated by subtracting the value of any liabilities from the market value of all securities owned by a fund.
Level 3 investments include real estate, infrastructure, or direct energy investments as well as distressed securities or hedge funds. These are valued using income approach methodologies such as discounted cash flows, or market approach methodologies such as relative value (specific to equity securities), direct capitalization and comparable sales (specific to real estate investments). Some of the key inputs used to value these securities include discount rate, EBITDA multiple, yield-to-worst, yield-to-maturity, and cap rate (specific to real estate investments).

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The fair values by hierarchy of inputs as of December 31 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)
2015
 
2014
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Asset Categories:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity: (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common and preferred stock
$
55

 
$
74

 
$
—

 
$
—

 
$
—

 
$
—

 
$
55

 
$
74

Commingled/pooled/mutual funds
54

 
53

 
448

 
470

 
—

 
—

 
502

 
523

Total equity
109

 
127

 
448

 
470

 
—

 
—

 
557

 
597

Fixed income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency debt securities
—

 
—

 
177

 
195

 
—

 
—

 
177

 
195

Non-U.S. government and agency debt securities
—

 
—

 
32

 
30

 
—

 
—

 
32

 
30

Investment-grade debt securities
—

 
—

 
199

 
184

 
—

 
—

 
199

 
184

High-yield debt securities
—

 
—

 
36

 
39

 
—

 
—

 
36

 
39

Commingled/pooled funds
—

 
—

 
129

 
114

 
—

 
—

 
129

 
114

Other
—

 
—

 
3

 
8

 
1

 
1

 
4

 
9

Total fixed income
—

 
—

 
576

 
570

 
1

 
1

 
577

 
571

Limited partnerships
—

 
—

 
—

 
—

 
106

 
103

 
106

 
103

Other real estate assets
—

 
—

 
15

 
20

 
37

 
35

 
52

 
55

Cash equivalents and short-term investments
—

 
—

 
10

 
17

 
—

 
—

 
10

 
17

Total
$
109

 
$
127

 
$
1,049

 
$
1,077

 
$
144

 
$
139

 
$
1,302

 
$
1,343

Cash on hand
 
 
 
 
 
 
 
 
 
 
 
 
—

 
—

Receivables
 
 
 
 
 
 
 
 
 
 
 
 
9

 
1

Accounts payable
 
 
 
 
 
 
 
 
 
 
 
 
(10
)
 
(4
)
Total
 
 
 
 
 
 
 
 
 
 
 
 
$
1,301

 
$
1,340

(a)
Certain investments in commingled/pooled equity funds have been classified as Level 2 in 2015 and 2014 because observable quoted prices for these institutional funds are not available.
A reconciliation of the change in the fair value measurement of the defined benefit plans’ consolidated assets using significant unobservable inputs (Level 3) between January 1, 2014 and December 31, 2015 is as follows:
(millions)
Fixed
Income
 
Other Real Estate Assets
 
Limited
Partnerships
 
Total
Balance as of January 1, 2014
$
1

 
$
35

 
$
39

 
$
75

Realized gains
—

 
1

 
—

 
1

Unrealized gains (losses)
—

 
1

 
(2
)
 
(1
)
Purchases, sales and settlements:
 
 
 
 
 
 
 
Purchases
—

 
—

 
67

 
67

Sales
—

 
(2
)
 
(1
)
 
(3
)
Settlements
—

 
—

 
—

 
—

Net transfers into (out of) Level 3
—

 
—

 
—

 
—

Balance as of December 31, 2014
$
1

 
$
35

 
$
103

 
$
139

Realized losses
—

 
(1
)
 
—

 
(1
)
Unrealized gains
—

 
5

 
1

 
6

Purchases, sales and settlements:
 
 
 
 
 
 
 
Purchases
—

 
—

 
2

 
2

Sales
—

 
(2
)
 
—

 
(2
)
Settlements
—

 
—

 
—

 
—

Net transfers into (out of) Level 3
—

 
—

 
—

 
—

Balance as of December 31, 2015
$
1

 
$
37

 
$
106

 
$
144


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CASH FLOWS
For 2016, our defined benefit pension plans have no minimum funding requirements under the Employee Retirement Income Security Act of 1974. We are evaluating our level of funding for pension plans and currently estimate that we will contribute approximately $65 million to our pension plans in 2016. Our cash payments for postretirement plans are estimated to be $9 million in 2016.
Total benefit payments we expect to make to participants, which include payments funded from USG’s assets as well as payments from our pension plans' assets, are as follows (in millions):
Years ended December 31
Pension
Benefits
 
Postretirement
Benefits
2016
$
105

 
$
9

2017
84

 
9

2018
94

 
10

2019
95

 
10

2020
128

 
8

2021 - 2025
585

 
43

DEFINED CONTRIBUTION PLANS
Total charges for our defined contribution plans amounted to approximately $7 million, $6 million and $3 million for the years ended December 31, 2015, 2014 and 2013, respectively. These charges primarily consisted of contributions to our U.S. plan, commonly known as a 401(k) plan. The U.S. plan provides participating employees the opportunity to invest 1% to 75% of their compensation on a pretax and/or Roth after-tax basis. Effective January 1, 2014, participants earn a guaranteed company match of 25% on employee contributions up to 6% of their eligible compensation. During 2013 the company match was 10% on contributions up to 6% of their eligible compensation. Employees are fully vested in company matching contributions after three years of participation in the plan. USG’s contributions are charged to cost of products sold and selling and administrative expenses.


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10.
Share-Based Compensation
We grant share-based compensation to eligible participants under our Long-Term Incentive Plan, or LTIP. The LTIP was approved by our Board of Directors and stockholders. As of December 31, 2015, a total of 12.7 million shares of common stock were authorized for grants under the LTIP, of which 3 million shares were reserved for future grants. The LTIP authorizes the Board, or the Board’s Compensation and Organization Committee, to provide equity-based compensation in the form of stock options, stock appreciation rights, or SARs, restricted stock, restricted stock units, or RSUs, market share units, or MSUs, performance shares and units, and other cash and share-based awards for the purpose of providing our non-employee directors, officers and other employees incentives and rewards for performance. We may issue common shares upon option exercises and upon the vesting or grant of other awards under the LTIP from our authorized but unissued shares or from treasury shares.
Our expense for share-based arrangements was $15 million in 2015, $21 million in 2014 and $19 million in 2013 and is included in selling and administrative expense in our consolidated statements of operations. No income tax benefits were recognized for share-based arrangements in the consolidated statements of operations in 2015, 2014 and 2013. We recognize expense on all share-based awards over the service period, which is the shorter of the period until the employees’ retirement eligibility dates or the service period of the award for awards expected to vest. For awards with graded vesting that only contain a service condition, we recognize expense on a straight-line basis over the service period. Expense is generally reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Excess tax benefits related to share based compensation are the difference between the amount of deductible compensation expense reported for tax purposes and the compensation expense recorded for financial reporting purposes for a stock award. Excess tax benefits that are not realized are not reflected in additional paid-in-capital until there is a reduction to taxes payable. As a result of the NOL carryforwards for federal tax purposes in 2015, 2014 and 2013, none of the excess tax benefits with respect to exercised stock options and vestings of RSUs, MSUs and performance shares for those years has been reflected in additional paid-in-capital as of December 31, 2015. Included in our federal tax NOL carryforwards is $68 million of unrealized excess tax benefits for which a tax benefit of $24 million will be recorded in additional paid-in-capital if the loss carryforward is fully utilized.
STOCK OPTIONS
We last granted stock options in 2012. Stock options generally become exercisable in four equal annual installments beginning one year from the date of grant, although they may become exercisable earlier in the event of death, disability, retirement or a change in control. The stock options generally expire ten years from the date of grant, or earlier in the event of death, disability or retirement.
A summary of stock options outstanding as of December 31, 2015 and of stock option activity during 2015 is presented below:
 
Number of
Options
(000)
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term (years)
 
Aggregate
Intrinsic
Value
(millions)
Outstanding at January 1, 2015
3,982

 
$
26.77

 
4.17
 
$
31

Exercised
(410
)
 
14.61

 
 
 
 
Canceled
(67
)
 
41.50

 
 
 
 
Forfeited
(9
)
 
14.76

 
 
 
 
Outstanding at December 31, 2015
3,496

 
$
28.00

 
3.06
 
$
19

Exercisable at December 31, 2015
3,363

 
$
28.51

 
2.93
 
$
18

Vested or expected to vest at December 31, 2015
3,496

 
$
28.00

 
2.99
 
$
19

Intrinsic value for stock options is defined as the difference between the current market value of our common stock and the exercise price of the stock options. The total intrinsic value of stock options exercised was $6 million in 2015, $8 million in 2014 and $7 million in 2013 and cash received from the exercise of stock options was $6 million in 2015, $4 million in 2014 and $4 million in 2013.
The total fair value of stock options vested was $1 million during 2015, $2 million during 2014 and $10 million during 2013.

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MARKET SHARE UNITS
We granted market share units, or MSUs, during 2015, 2014, and 2013 with weighted average grant date fair values of $30.06, $40.20, and $34.55, respectively. MSUs generally vest after a three-year period based on our actual stock price performance during such period. The number of MSUs earned will vary from zero to 150% of the number of MSUs awarded depending on the actual performance of our stock price. In the case of termination of employment due to death, disability or retirement during the performance period, vesting will be pro-rated based on the number of full months employed in 2015. Awards earned will be issued at the end of the three-year period. MSUs may vest earlier in the case of a change in control in most circumstances only if there is also a related loss of employment or diminution of duties. Each MSU earned will be settled in common stock.
We estimated the fair value of each MSU granted on the date of grant using a Monte Carlo simulation that used the assumptions noted in the following table. Volatility was based on stock price history immediately prior to grant for a period commensurate with the expected term. The risk-free rate was based on zero-coupon U.S. government issues at the time of grant. The expected term represents the period from the valuation date to the end of the performance period.
Assumptions:
2015
 
2014
 
2013
Expected volatility
42.70
%
 
54.93
%
 
60.97
%
Risk-free rate
1.09
%
 
0.63
%
 
0.35
%
Expected term (in years)
2.95

 
2.94

 
2.38

Expected dividends
—

 
—

 
—

Nonvested MSUs outstanding as of December 31, 2015 and MSU activity during 2015 were as follows:
 
Weighted
Number
of Shares
(000)
 
Weighted
Average
Grant Date
Fair Value
Nonvested at January 1, 2015
511

 
$
38.43

Granted
474

 
30.06

Vested
(156
)
 
34.80

Forfeited
(86
)
 
34.34

Nonvested at December 31, 2015
743

 
34.33

Half of the MSUs granted in 2013 vested after a three-year performance period ended December 31, 2015. Of those MSUs granted with a three-year performance period, 155,595 vested for approximately 119,808 common shares based on the actual performance of our stock price. The remaining MSUs with a three-year performance period granted in 2013 were forfeited.
Total unrecognized compensation cost related to nonvested share-based compensation awards represented by MSUs granted under the LTIP was $4 million as of December 31, 2015. We expect that cost to be recognized over a weighted average period of 1.7 years.
RESTRICTED STOCK UNITS
We granted RSUs during 2015, 2014 and 2013 with weighted average grant date fair values of $28.56, $32.50 and $29.44, respectively. RSUs granted as special retention awards, including those granted in 2015, generally vest after a specified number of years from the date of grant or at a specified date and RSUs granted with performance goals vest if those goals are attained. RSUs may vest earlier in the case of death, disability, retirement or a change in control. Each RSU is settled in a share of our common stock after the vesting period. The fair value of each RSU granted is equal to the closing market price of our common stock on the date of grant.
In 2015, we granted RSUs as special retention awards with respect to 94,000 shares of common stock that generally vest in three years from the date of grant.

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RSUs outstanding as of December 31, 2015 and RSU activity during 2015 were as follows:
 
Number
of Shares
(000)
 
Weighted
Average
Grant Date
Fair Value
Nonvested at January 1, 2015
423

 
$
20.12

Granted
94

 
28.56

Vested
(220
)
 
17.84

Forfeited
(27
)
 
24.36

Nonvested at December 31, 2015
270

 
24.49

As of December 31, 2015, there was $3 million of total unrecognized compensation cost related to nonvested share-based compensation awards represented by RSUs granted under the LTIP. We expect that cost to be recognized over a weighted average period of 2.6 years. The total fair value of RSUs that vested was $4 million during 2015, $6 million during 2014 and $7 million during 2013.
PERFORMANCE SHARES
We granted performance shares during 2015, 2014 and 2013. The weighted average grant date fair value was $30.63 for 2015, $46.46 in 2014, and $38.89 in 2013. The performance shares generally vest after a period of three years based on our total stockholder return relative to the performance of the Dow Jones U.S. Construction and Materials Index, with adjustments to that index in certain circumstances, for the three-year period. The number of performance shares earned will vary from zero to 200% of the number of performance shares awarded depending on that relative performance. Vesting will be pro-rated based on the number of full months employed during the performance period in the case of death, disability, retirement or a change in control, and pro-rated awards earned will be 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 uses the assumptions noted in the following table. Volatility was based on stock price history immediately prior to grant for a period commensurate with the expected term. The risk-free rate was based on zero coupon U.S. government issues at the time of grant. The expected term represents the period from the grant date to the end of the three-year performance period.
Assumptions:
2015
 
2014
 
2013
Expected volatility
42.70
%
 
54.93
%
 
59.98
%
Risk-free rate
1.09
%
 
0.63
%
 
0.43
%
Expected term (in years)
2.95

 
2.94

 
2.88

Expected dividends
—

 
—

 
—

Nonvested performance shares outstanding as of December 31, 2015 and performance share activity during 2015 were as follows:
 
Weighted
Number
of Shares
(000)
 
Weighted
Average
Grant Date
Fair Value
Nonvested at January 1, 2015
203

 
$
42.82

Granted
147

 
30.63

Vested
(89
)
 
38.89

Forfeited
(39
)
 
24.12

Nonvested at December 31, 2015
222

 
37.20

With respect to the performance shares granted in 2013, for which the three-year performance period ended December 31, 2015, 89,040 of the performance shares vested for no common shares. The remaining performance shares with a three-year performance period granted in 2013 were forfeited.
Total unrecognized compensation cost related to nonvested share-based compensation awards represented by performance shares granted under the LTIP was $4 million as of December 31, 2015. We expect that cost to be recognized over a weighted average period of 1.7 years.

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NON-EMPLOYEE DIRECTOR DEFERRED STOCK UNITS
Our non-employee directors may elect to receive a portion of their compensation as deferred stock units that increase or decrease in value in direct relation to the market price of our common stock. Deferred stock units earned through December 31, 2007 will be paid in cash upon termination of board service. Deferred stock units earned thereafter will be paid in cash or shares of USG common stock, at the election of the director, upon termination of board service.
The number of deferred stock units held by non-employee directors was approximately 193,117 as of December 31, 2015, 164,235 as of December 31, 2014 and 182,632 as of December 31, 2013. We recorded expense related to these deferred stock units of $1 million in 2015, 2014 and 2013, respectively.
 
11.     Supplemental Balance Sheet Information
INVENTORIES
Inventories as of December 31 consisted of the following:
(millions)
2015
 
2014
Finished goods
$
210

 
$
232

Work in progress
36

 
35

Raw materials
68

 
62

Total
$
314

 
$
329

PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31 consisted of the following:
(millions)
2015
 
2014
Land and mineral deposits
$
131

 
$
135

Buildings and improvements
1,088

 
1,095

Machinery and equipment
2,505

 
2,563

 
3,724

 
3,793

Reserves for depreciation and depletion
(1,936
)
 
(1,885
)
Total
$
1,788

 
$
1,908

Annual depreciation and depletion expense
$
130

 
$
134

ACCRUED EXPENSES
Accrued expenses as of December 31 consisted of the following:
(millions)
2015
 
2014
Self-insurance reserves
$
20

 
$
21

Employee compensation
40

 
42

Interest
45

 
45

Restructuring
—

 
1

Derivatives
17

 
18

Pension and other postretirement benefits
18

 
22

Environmental
16

 
16

Other
58

 
55

Total
$
214

 
$
220


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ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Changes in the balances of each component of accumulated other comprehensive income (loss), or AOCI, are summarized in the following table:
(millions)
Derivatives
 
Pension and Other Postretirement Benefit Plans
 
Foreign
Currency Translation
 
Total AOCI
Balance as of January 1, 2013
$
32

 
$
(303
)
 
$
38

 
$
(233
)
Other comprehensive income (loss) before reclassifications
4

 
247

 
(17
)
 
234

Less: Amounts reclassified from AOCI, net of tax
1

 
(24
)
 
—

 
(23
)
Other comprehensive income (loss), net of tax
3

 
271

 
(17
)
 
257

Balance as of December 31, 2013
$
35

 
$
(32
)
 
$
21

 
$
24

Other comprehensive loss before reclassifications
(15
)
 
(272
)
 
(68
)
 
(355
)
Less: Amounts reclassified from AOCI, net of tax
4

 
(2
)
 
5

 
7

Other comprehensive loss, net of tax
(19
)
 
(270
)
 
(73
)
 
(362
)
Balance as of December 31, 2014
$
16

 
$
(302
)
 
$
(52
)
 
$
(338
)
Other comprehensive (loss) income before reclassifications
(5
)
 
74

 
(67
)
 
2

Less: Amounts reclassified from AOCI, net of tax
(9
)
 
(7
)
 
(6
)
 
(22
)
Other comprehensive income (loss), net of tax
4

 
81

 
(61
)
 
24

Balance as of December 31, 2015
$
20

 
$
(221
)
 
$
(113
)
 
$
(314
)
Amounts reclassified from AOCI, net of tax, for the years ended December 31, 2015 and 2014, were as follows:
(millions)
 
 
2015
 
2014
Derivatives
 
 
 
 
 
Net reclassification from AOCI for cash flow hedges included in cost of products sold
 
 
$
(8
)
 
$
4

Net reclassification from ACOI for cash flow hedges included in income and gain from the sale of equity method investment to related party
 
 
1

 
—

Less: Income tax expense on reclassification from AOCI included in income tax expense
 
 
2

 
—

Net amount reclassified from AOCI
 
 
$
(9
)
 
$
4

 
 
 
 
 
 
Pension and postretirement benefits
 
 
 
 
 
Net reclassification from AOCI for amortization of prior service (benefit) cost included in cost of products sold
 
 
$
(5
)
 
$
7

Net reclassification from AOCI for amortization of prior service (benefit) cost included in selling and administrative expenses
 
 
(3
)
 
(10
)
Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit)
 
 
(1
)
 
(1
)
Net amount reclassified from AOCI
 
 
$
(7
)
 
$
(2
)
 
 
 
 
 
 
Foreign Currency Translation
 
 
 
 
 
Net reclassification from AOCI for translation (loss) gain realized upon the sale of foreign entities
 
 
$
(6
)
 
$
5

Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit)
 
 
—

 
—

Net amount reclassified from AOCI
 
 
$
(6
)
 
$
5

We estimate that we will reclassify a net $9 million after-tax loss on derivatives from AOCI to earnings within the next 12 months.

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ASSET RETIREMENT OBLIGATIONS
Changes in our liability for asset retirement obligations during 2015 and 2014 consisted of the following:
(millions)
2015
 
2014
Balance as of January 1
$
123

 
$
132

Accretion expense
7

 
7

Liabilities incurred
1

 
2

Changes in estimated cash flows (a)
(5
)
 
(13
)
Liabilities settled
(2
)
 
(2
)
Foreign currency translation
(5
)
 
(3
)
Balance as of December 31
$
119

 
$
123

(a)
Changes in estimated cash flows for the year ended December 31, 2014 includes changes in estimates primarily for our gypsum quarry and ship loading facility in Windsor, Nova Scotia, Canada, which we permanently closed during the third quarter of 2011, and our mining operation in Little Narrows, Nova Scotia, Canada as a result of receiving regulatory approval of a revised reclamation plan in 2014.
Our asset retirement obligations include reclamation requirements as regulated by government authorities related principally to assets such as our mines, quarries, landfills, ponds and wells. The accounting for asset retirement obligations requires estimates by management about the timing of asset retirements, the cost of retirement obligations, discount and inflation rates used in determining fair values and the methods of remediation associated with our asset retirement obligations. We generally use assumptions and estimates that reflect the most likely remediation method on a site-by-site basis. Our estimated liability for asset retirement obligations is revised annually, and whenever events or changes in circumstances indicate that a revision to the estimate is necessary.
In instances where a decrease in the asset retirement obligation is in excess of the related remaining net book value of the asset retirement costs, the excess is recorded to the consolidated statement of operations as a reduction in cost of products sold. Asset retirement obligations are included in other liabilities on the consolidated balance sheets.

12.    Long-Lived Asset Impairment Charges
We continuously evaluate our manufacturing needs by considering the capacity of existing and idled plants and production lines, as well as capital projects for manufacturing facilities, relative to the demand assumptions included in our long-range plan. Although industry and economic factors have improved and we believe that the overall economic recovery is intact, they are improving at a slower pace than expected, which required us to reconsider the future utilization of idled plants and production lines, and capital projects for manufacturing facilities. In 2014, we recorded the following impairment charges:
(millions)
2014
Ocean vessels
$
60

Wallboard lines or facilities
16

Previously incurred costs related to construction of future facilities
12

Other
2

Total long-lived asset impairment charges
$
90


There were no impairment charges recorded in 2015 or 2013.
In 2014, the long-lived asset impairment charges totaling $90 million included the following:
(a) $60 million related to two self-unloading ocean vessels that were subsequently sold in the second quarter of 2015. See Note 13 for further discussion.
(b) $16 million related to the carrying values of machinery, equipment and buildings at our temporarily idled gypsum quarry and wallboard production facility in Empire, Nevada and at our previously idled and now permanently closed gypsum wallboard line in New Orleans, Louisiana. In addition, in the third quarter of 2014 we permanently closed our wallboard line in Detroit, Michigan. No impairment charge was recorded with respect to our wallboard line in Detroit, Michigan, as these assets were previously impaired at the time the plant was originally idled.
(c) $12 million related to previously incurred and capitalized costs for the construction of two future facilities which we do not anticipate will be built within our planning horizon.

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(d) $2 million related to the carrying values of machinery, equipment and buildings at our previously idled and now permanently closed paper production line in Gypsum, Ohio.
The carrying values of the machinery, equipment and buildings at our temporarily idled facility in Empire, Nevada exceeded the estimated future undiscounted cash flows for the remaining useful lives of the assets due to slower than expected acceleration in the markets served by this facility and our forecasts regarding the timing and future rate of recovery in those markets. Based on these conditions, we do not anticipate that the carrying values of the assets at this facility would be recovered prior to end of the assets’ useful lives, and therefore fully impaired these assets. For the production line in Gypsum, Ohio that we deemed to be permanently closed, we fully impaired the long-lived assets specific to that line.
The long-lived asset impairment charges relate solely to our Gypsum segment.
13.    Gypsum Transportation Limited
Gypsum Transportation Limited, or GTL, owned two self-unloading ocean vessels. The two previously owned vessels and the third previously leased vessel were used to transship iron ore in and around Sierra Leone in accordance with a contract of affreightment. During 2014, our trading partner ceased performing under the contract, and consequently, we terminated the agreement. As a result of the contract termination, we assessed the recoverability of the two owned vessels and recorded an impairment charge of $60 million. Also in 2014, we recorded a contract termination charge of $6 million for costs to be incurred for the remaining term without economic benefit to us under the lease of the third vessel and we recorded a $9 million provision for bad debt for the trade receivable from our trading partner that we deemed uncollectible.
The impairment charge for the two owned vessels is recorded within "Long-lived asset impairment charges" on our consolidated statement of operations. The contract termination charge and provision for bad debt are recorded within "Contract termination and (recovery) loss on receivable" on our consolidated statements of operations.
In April 2015, we completed the sale of our two self-unloading ocean vessels owned by GTL for $42 million and recorded a gain of $7 million on the disposition. With a portion of the proceeds from the sale, GTL repaid the outstanding loan balance under GTL’s secured loan facility agreement with DVB Bank SE and paid applicable selling costs. Additionally, we returned the third vessel leased by GTL and paid $7 million of early termination costs which were previously accrued for in 2014. In the second quarter of 2015, GTL incurred charges of $6 million to exit our shipping operations. The net impact of the gain on the sale of the vessels and charges incurred to exit the shipping operations of $1 million is recorded in “Gain on disposal of shipping operations, net” on the consolidated statement of operations.
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 requires payments beginning in December 2015 for a total of $14 million.  For the payments received that are meant to settle the $9 million loss on the trade receivable, we will record the benefit to our statement of operations when we determine the payments to be probable.  For the remaining $5 million we will record the benefit to the statement of operations when realization is assured beyond a reasonable doubt, which is generally when the payments are received.  For the year ended December 31, 2015, we have recorded a recovery of $6 million and it is presented within the "Contract termination and (recovery) loss on receivable" on our consolidated statement of operations.
GTL recorded operating profit (loss) of $7 million in 2015, ($52) million in 2014, and $20 million in 2013.

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14.    Segments

Our operations are organized into four reportable segments: Gypsum, Ceilings, Distribution and USG Boral Building Products, or UBBP. Segment results were as follows:

GYPSUM, CEILINGS AND DISTRIBUTION
 
For the year ended December 31,
(millions)
2015
 
2014
 
2013
Net Sales:
 
 
 
 
 
Gypsum
$
2,397

 
$
2,403

 
$
2,262

Ceilings
499

 
513

 
568

Distribution
1,428

 
1,345

 
1,245

Eliminations
(548
)
 
(537
)
 
(505
)
Total
$
3,776

 
$
3,724

 
$
3,570

 
 
 
 
 
 
Operating Profit (Loss):
 
 
 
 
 
Gypsum
$
348

 
$
169

 
$
261

Ceilings
89

 
87

 
98

Distribution
27

 
16

 
6

Corporate
(95
)
 
(109
)
 
(93
)
Eliminations
12

 
(1
)
 
(14
)
Total
$
381

 
$
162

 
$
258

 
 
 
 
 
 
Depreciation, Depletion and Amortization:
 
 
 
 
 
Gypsum
$
106

 
$
116

 
$
115

Ceilings
16

 
14

 
14

Distribution
11

 
12

 
12

Corporate
9

 
12

 
14

Total
$
142

 
$
154

 
$
155

 
 
 
 
 
 
Capital Expenditures:
 
 
 
 
 
Gypsum
$
86

 
$
96

 
$
66

Ceilings
3

 
30

 
54

Distribution
5

 
5

 
3

Corporate
—

 
1

 
1

Total
$
94

 
$
132

 
$
124

 
 
 
 
 
 
Assets:
 
 
December 31, 2015
 
December 31, 2014
Gypsum
 
 
$
1,991

 
$
2,106

Ceilings
 
 
276

 
285

Distribution
 
 
376

 
412

Corporate
 
 
1,487

 
489

Equity method investments
 
 
682

 
735

Eliminations
 
 
(76
)
 
(91
)
Total
 
 
$
4,736

 
$
3,936


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GEOGRAPHIC INFORMATION
 
For the year ended December 31,
(millions)
2015
 
2014
 
2013
Net Sales:
 
 
 
 
 
United States
$
3,387

 
$
3,220

 
$
3,029

Canada
379

 
406

 
417

Other Foreign
196

 
283

 
309

Geographic transfers
(186
)
 
(185
)
 
(185
)
Total
$
3,776

 
$
3,724

 
$
3,570

 
 
 
 
 
 
Long-lived assets, consisting of property, plant and equipment, net, by geographic location were as follows:
(millions)
 
 
December 31,
2015
 
December 31,
2014
Long-Lived Assets:
 
 
 
 
 
United States
 
 
$
1,622

 
$
1,665

Canada
 
 
90

 
112

Other Foreign
 
 
76

 
131

Total
 
 
$
1,788

 
$
1,908

UBBP
 
 
For the year ended December 31,
(millions)
 
 
2015
 
2014 (a)
Net sales
 
 
$
1,003

 
$
927

Operating profit
 
 
124

 
95

Net income attributable to UBBP
 
 
96

 
67

Depreciation, depletion, and amortization
 
 
43

 
31

Capital expenditures
 
 
49

 
40

 
 
 
 
 
 
 
 
 
December 31, 2015
 
December 31, 2014
Assets
 
 
$
1,303

 
$
1,435

 
 
 
 
 
 
UBBP GEOGRAPHIC INFORMATION
 
 
For the year ended December 31,
(millions)
 
 
2015
 
2014 (a)
Net Sales:
 
 
 
 
 
Australia
 
 
$
345

 
$
312

South Korea
 
 
200

 
197

China
 
 
120

 
122

Thailand
 
 
145

 
133

Other
 
 
234

 
206

Geographic Transfers
 
 
(41
)
 
(43
)
Total
 
 
$
1,003

 
$
927

(a)
Operating results are presented for UBBP for the ten months ended December 31, 2014.


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Long-lived assets, consisting of property, plant and equipment, net, by geographic location for UBBP were as follows:
(millions)
 
 
December 31, 2015
 
December 31, 2014
Long-Lived Assets:
 
 
 
 
 
Australia
 
 
$
216

 
$
245

South Korea
 
 
106

 
113

China
 
 
116

 
127

Oman
 
 
103

 
96

Thailand
 
 
72

 
72

Other
 
 
67

 
78

Total
 
 
$
680

 
$
731

OTHER SEGMENT INFORMATION
Segment operating profit (loss) includes all costs and expenses directly related to the segment involved and an allocation of expenses that benefit more than one segment.
Revenues are attributed to geographic areas based on the location of the assets producing the revenues. Transactions between reportable segments and geographic areas are accounted for at transfer prices that are approximately equal to market value. Intercompany transfers between segments (shown above as eliminations) largely reflect intercompany sales from U.S. Gypsum to L&W Supply. Geographic transfers largely reflect intercompany sales from U.S. Gypsum and USG Interiors, LLC to CGC and USG Mexico, S.A. de C.V.
The Home Depot, Inc. accounted for approximately 16% of our consolidated net sales in both 2015 and 2014 and approximately 15% of our sales in 2013. Our Gypsum, Ceilings and Distribution segments had net sales to The Home Depot, Inc. in each of those years.

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15.    Income Taxes
Income from continuing operations before income taxes consisted of the following:
(millions)
2015
 
2014
 
2013
U.S.
$
178

 
$
27

 
$
17

Foreign
84

 
19

 
42

Total
$
262

 
$
46

 
$
59

Income tax expense (benefit) on continuing operations consisted of the following:
(millions)
2015
 
2014
 
2013
Current:
 
 
 
 
 
Federal
$
—

 
$
—

 
$
—

Foreign
12

 
2

 
10

State
1

 
1

 
1

 
13

 
3

 
11

Deferred:
 
 
 
 
 
Federal
(621
)
 
—

 
(2
)
Foreign
(4
)
 
4

 
2

State
(117
)
 
—

 
—

 
(742
)
 
4

 
—

Total
$
(729
)
 
$
7

 
$
11

 
For our continuing operations, differences between actual provisions for income taxes and provisions for income taxes at the U.S. federal statutory rate (35%) were as follows:
(millions)
2015
 
2014
 
2013
Taxes on income from continuing operations at U.S. federal statutory rate
$
92

 
$
16

 
$
21

Foreign earnings subject to different tax rates (a)
(3
)
 
16

 
(6
)
State income tax, net of federal benefit
9

 
1

 
1

Change in valuation allowance
(827
)
 
(9
)
 
(8
)
Income from equity method investments (b)
(16
)
 
(12
)
 
—

Withholding taxes
—

 
2

 
6

Other, net
2

 
(1
)
 
(3
)
Tax release from AOCI
—

 
(2
)
 
—

Gain on deconsolidation
—

 
(7
)
 
—

Benefits from unrecognized tax positions
(6
)
 
—

 
—

Tax benefit not realized on pension loss
—

 
3

 
—

Tax on distribution of foreign earnings
20

 
—

 
—

Provision for income tax expense
$
(729
)
 
$
7

 
$
11

Effective income tax rate
(277.7
)%
 
15.3
%
 
18.6
%
(a)
Foreign earnings subject to different tax rates includes amounts related to impairments and other charges associated with our GTL business.
(b)
Included in income from equity method investments are taxes associated with that income. These taxes, which are predominately foreign statutory rates, are at rates that are lower than the U.S. federal statutory rate.

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Significant components of deferred tax assets and liabilities as of December 31 were as follows:
(millions)
2015
 
2014
Deferred Tax Assets:
 
 
 
Net operating loss and tax credit carryforwards
$
779

 
$
944

Pension and postretirement benefits
150

 
196

Goodwill and other intangible assets
24

 
29

Reserves not deductible until paid
29

 
47

Self insurance
11

 
15

Capitalized interest
13

 
15

Inventories
8

 
8

Share-based compensation
33

 
37

Other
5

 
11

Deferred tax assets before valuation allowance
1,052

 
1,302

Valuation allowance
(75
)
 
(1,023
)
Total deferred tax assets
$
977

 
$
279

Deferred Tax Liabilities:
 
 
 
Property, plant and equipment
254

 
278

Other
—

 
—

Total deferred tax liabilities
254

 
278

Net deferred tax assets
$
723

 
$
1

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 period. 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.
A history of cumulative losses for a certain threshold period is a significant form of negative evidence used in the assessment, and we are required to have a policy regarding the duration of the threshold period. We have a policy of four years as our threshold period for cumulative losses.
In determining the need for the valuation allowance, we considered all positive and negative evidence. We give more weight to evidence that is objective in nature as compared to subjective evidence. Significant weight is given to evidence that directly relates to our current financial performance. As of December 31, 2015, we emerged from a four-year cumulative pre-tax loss. In addition to meeting this threshold, there have been five consecutive quarters of domestic pre-tax earnings amounting to $194 million. The recent domestic pre-tax operating earnings is a significant, principal piece of positive evidence, which was weighed with the underlying momentum in the business, and generally improved market and economic conditions. Other evidence included strategic actions taken by management to lower costs and our expected utilization of deferred tax assets. All of this positive evidence lead to the determination that December 31, 2015 is the appropriate time to reverse a significant portion of the valuation allowance.
During the current year, we recorded a decrease in the valuation allowance against our deferred tax assets of $948 million as of December 31, 2015. Of this decrease, $731 million was related to our evaluation for the need for a valuation allowance against our deferred tax assets and determination that it was more likely than not that most of our deferred tax assets would be realized. In addition, the remaining $217 million decrease included the decrease in the underlying deferred tax assets based upon current earnings and the use of NOL carryforwards offsetting those earnings, the planned repatriation of undistributed foreign earnings for our shipping operations and equity method investment in the Knauf-USG joint venture, the expiration of certain deferred tax assets, the decrease in our deferred tax assets for postretirement liabilities due to changes in AOCI and changes in the federal impact of our state deferred tax assets.
As of December 31, 2015, our deferred tax assets of $723 million were offset by a valuation allowance of $75 million, consisting of $74 million for state deferred tax assets and $1 million for foreign deferred tax assets. The components of the valuation allowance remaining primarily relate to certain state Net Operating Loss (“NOL”) carryforwards that we anticipate will not be used prior to their expiration.

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As of December 31, 2015, we had federal NOL carryforwards of approximately $1.755 billion that are available to offset future federal taxable income and will expire in the years 2026 through 2032. In addition, as of that date, we had federal alternative minimum tax 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 the U.S. federal net deferred tax assets, taxable income of approximately $1.870 billion would need to be generated during the period before their expiration.
As of December 31, 2015, we had a gross deferred tax asset of $230 million related to state NOLs and tax credit carryforwards, of which $27 million will expire in 2016. The remainder will expire if unused in years 2017 through 2035. To the extent that we do not generate sufficient state taxable income within the statutory carryforward periods to utilize the NOL and tax credit carryforwards in these states, they will expire unused. See previous discussion above on the valuation allowance.    
We also had NOL and tax credit carryforwards in various foreign jurisdictions in the amount of $1 million as of December 31, 2015, against which we have maintained a valuation allowance.
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 December 31, 2015, our annual U.S. federal NOL utilization would have been limited to approximately $92 million per year.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(millions)
2015
 
2014
 
2013
Balance as of January 1
$
22

 
$
22

 
$
16

Tax positions related to the current period:
 
 
 
 
 
Gross increase
4

 
2

 
4

Gross decrease
—

 
—

 
—

Tax positions related to prior periods:
 
 
 
 
 
Gross increase
—

 
—

 
2

Gross decrease
(1
)
 
—

 
—

Settlements
(6
)
 
(2
)
 
—

Lapse of statutes of limitations
(1
)
 
—

 
—

Balance as of December 31
$
18

 
$
22

 
$
22

We classify interest expense and penalties related to unrecognized tax benefits and interest income on tax overpayments as components of income taxes (benefit). The total amounts of interest expense and penalties recognized on our consolidated balance sheets were $1 million and $3 million, respectively, as of December 31, 2015 and 2014. The total amounts of interest and penalties recognized in our consolidated statements of operations was zero in 2015, zero for 2014 and zero for 2013. The total amounts of unrecognized tax benefit that, if recognized, would affect our effective tax rate were $17 million for 2015, $5 million for 2014 and $7 million for 2013.
Our federal income tax returns for 2008 and prior years have been examined by the Internal Revenue Service. The U.S. federal statute of limitations remains open for 2006 and later years. We are under examination in various U.S. state and foreign jurisdictions. It is possible that these examinations may be resolved within the next 12 months. We do not believe our gross unrecognized tax benefits will change as a result. Foreign and U.S. state jurisdictions have statutes of limitations generally ranging from three to five years.
We do not provide for U.S. income taxes on the portion of undistributed earnings of foreign subsidiaries that is intended to be permanently reinvested. The cumulative amount of such undistributed earnings totaled approximately $682 million as of December 31, 2015. These earnings could become taxable in the United States upon the sale or liquidation of these foreign subsidiaries or upon the remittance of dividends. It is not practical to calculate the residual income tax which would result if these basis differences reversed due to the complexities of the tax law and the hypothetical nature of the calculations.

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16.    Earnings Per Share
The reconciliation of basic income per share to diluted income per share is shown in the following table:
(millions, except per-share data)
2015
 
2014
 
2013
Income from continuing operations
$
991

 
$
39

 
$
48

Net income (loss) attributable to noncontrolling interest
—

 
1

 
$
(1
)
Income from continuing operations attributable to USG
$
991

 
$
38

 
$
49

Loss from discontinued operations
—

 
(1
)
 
(2
)
Net income attributable to USG
$
991

 
$
37

 
$
47

Effect of dilutive securities - Deferred compensation program for non-employee directors
(1
)
 
—

 
—

Income available to shareholders
$
990

 
$
37

 
$
47

 
 
 
 
 
 
Average common shares
145.5

 
141.7

 
108.9

Dilutive RSUs, MSUs, performance shares and stock options
1.6

 
2.4

 
2.5

Deferred shares associated with a deferred compensation program for non-employee directors
0.1

 
0.2

 
—

Average diluted common shares
147.2

 
144.3

 
111.4

 
 
 
 
 
 
Basic earnings (loss) per average common share:
 
 
 
 
 
Income from continuing operations attributable to USG
$
6.81

 
$
0.27

 
$
0.45

Loss from discontinued operations
—

 
(0.01
)
 
(0.02
)
Net income attributable to USG
$
6.81

 
$
0.26

 
$
0.43

 
 
 
 
 
 
Diluted earnings (loss) per average common share:
 
 
 
 
 
Income from continuing operations attributable to USG
$
6.73

 
$
0.26

 
$
0.44

Loss from discontinued operations
—

 
(0.01
)
 
(0.02
)
Net income attributable to USG
$
6.73

 
$
0.25

 
$
0.42

Stock options, RSUs, MSUs, performance shares, common shares issuable upon conversion of our 10% convertible senior notes and deferred shares associated with our deferred compensation program for non-employee directors that were not included in the computation of diluted earnings (loss) per share for those periods because their inclusion was anti-dilutive were as follows:
(millions, common shares)
2015
 
2014
 
2013
Stock options, RSUs, MSUs and performance shares
1.9

 
2.1

 
2.2

10% convertible senior notes due 2018 (a)
—

 
—

 
6.6

Deferred shares associated with a deferred compensation program for non-employee directors
—

 
—

 
0.2

(a)
In December 2013 and April 2014, we converted $325 million and $75 million, respectively, of our 10% convertible senior notes due 2018 into common shares.

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17.    Stockholder Rights Plan
We have a stockholder rights plan, or the Rights Plan, established under the terms of a rights agreement dated December 21, 2006, as amended, with Computershare Trust Company N.A., as Rights Agent, or the Rights Agreement. The Rights Plan was initially intended to protect our stockholders from coercive takeover practices or takeover bids that are inconsistent with their best interests. However, in 2013 and 2015, the Board of Directors adopted amendments to the Rights Agreement, discussed below, intended to protect our substantial NOL carryforwards and related tax benefits. The Board of Directors also recommended, and on May 9, 2013 our stockholders approved, an amendment to our Restated Certificate of Incorporation, or the Protective Amendment, also intended to protect our NOL carryforwards and related tax benefits.
NOL Protective Amendments to our Rights Plan
On March 22, 2013, our Board of Directors approved an amendment to the Rights Agreement in an effort to protect our NOL carryforwards and related tax benefits. Our ability to use our NOLs could be substantially reduced if we experience an “ownership change,” as defined under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Rights Agreement has been designed to prevent such an “ownership change.” “Ownership changes” generally relate to the cumulative change in ownership among stockholders with an ownership interest of 5% or more (as determined under the Code’s rules) over a rolling three-year period. Our stockholders ratified, on an advisory basis, the March 22, 2013 amendment to our Rights Agreement at our 2013 annual meeting of stockholders. The Rights Agreement, as amended, provides that if any person becomes the beneficial owner of 4.9% or more of our common stock, stockholders other than the 4.9% triggering stockholder will have the right to purchase additional shares of our common stock at half the market price, thereby diluting the triggering stockholder; provided that stockholders whose beneficial ownership, as defined in Section 383 of the Code, exceeded 4.9% of our common stock outstanding on February 11, 2015 will not be deemed to have triggered the Rights Agreement, as amended, so long as they do not thereafter acquire additional common stock other than in certain specified exempt transactions. The Board of Directors approved an amendment to the Rights Agreement in February 2015 to align the definition of “Beneficial Owner” and “Beneficially Own” with Section 382 of the Code.
The NOL protective provisions in the Rights Agreement adopted in 2013 were scheduled to expire on March 22, 2016 and the Rights Agreement was scheduled to expire on January 2, 2017. In connection with a required triennial review of the Rights Agreement, the Board of Directors approved, and on November 16, 2015 the Company entered into, another amendment to the Rights Agreement to extend the term of the Rights Agreement, as well as the NOL protective provisions adopted in 2013, to May 31, 2019, subject to other earlier termination events as described therein. Accordingly, the 4.9% threshold described above is now effective until the earlier of (i) May 31, 2019, (ii) the date on which our Board of Directors determines that the amendment is no longer necessary for the provision of certain tax benefits because of the repeal of Section 382 of the Code, (iii) the first day of a taxable year as to which our Board of Directors determines that no tax benefits may be carried forward, or (iv) such other date as our Board determines that the amendment is no longer necessary for the preservation of tax benefits.
The rights issued pursuant to the Rights Agreement will expire on May 31, 2019. However, our Board of Directors has the power to accelerate or extend the expiration date of the rights. In addition, a board committee composed solely of independent directors reviews the Rights Agreement at least once every three years to determine whether to modify the Rights Plan in light of all relevant factors. This review was most recently conducted in November 2015. The next review is required by the end of 2018.
Protective Amendment to Charter
On May 9, 2013, we filed an amendment to our Restated Certificate of Incorporation, or the Protective Amendment, that restricts certain transfers of our common stock. The Protective Amendment is intended to protect the tax benefits of our NOL carryforwards. See Note 15 for a description of our NOL carryforwards. Subject to certain limited exceptions, the Protective Amendment's transfer restrictions restrict any person from transferring our common stock (or any interest in our common stock) if the transfer would result in a stockholder (or several stockholders, in the aggregate, who hold their stock as a “group” under Section 382 of the Code) owning 4.9% or more of our common stock. Any direct or indirect transfer attempted in violation of the Protective Amendment would be void as of the date of the prohibited transfer as to the purported transferee, and the purported transferee would not be recognized as the owner of the shares attempted to be owned in violation of the Protective Amendment for any purpose, including for purposes of voting and receiving dividends or other distributions in respect of that common stock, or in the case of options, receiving our common stock in respect of their exercise. The Protective Amendment is effective until the earlier of (i) May 9, 2016, (ii) the repeal of Section 382 of the Code if our Board of Directors determines that the Protective Amendment is no longer necessary for the preservation of tax benefits, (iii) the first day of a taxable year as to which our Board of Directors determines that no tax benefits may be carried forward, or (iv) such other date as determined by our Board of Directors pursuant to the Protective Amendment. On November 12, 2015, our Board of

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Directors also recommended that stockholders vote to extend the Protective Amendment until May 31, 2019 (subject to other earlier termination events as described in the Protective Amendment).
Treatment of Berkshire Hathaway under Rights Agreement and Protective Amendment
Berkshire Hathaway and certain of its affiliates may acquire beneficial ownership of up to 50% of our voting stock on a fully-diluted basis without triggering the ownership thresholds in the Protective Amendment or Rights Agreement, and may acquire beneficial ownership of more than 50% of our voting stock on a fully-diluted basis without triggering the ownership thresholds in the Protective Amendment or Rights Agreement through an offer to purchase all of our common stock that remains open for at least 60 days, in each case subject to specified exceptions.

18.    Lease Commitments
We lease some of our offices, buildings, machinery and equipment, and autos under noncancelable operating leases. These leases have various terms and renewal options. Lease expense amounted to $75 million in 2015, $75 million in 2014 and $73 million in 2013. Future minimum lease payments required under operating leases with initial or remaining noncancelable terms in excess of one year as of December 31, 2015 were as follows:
(millions)
2016
 
2017
 
2018
 
2019
 
2020
 
After 2020
Future minimum lease payments
$
72

 
$
65

 
$
53

 
$
40

 
$
26

 
$
32


19.    Litigation
WALLBOARD PRICING CLASS ACTION LAWSUITS
In late 2012, USG Corporation and United States Gypsum Company were named as defendants in putative class action lawsuits alleging that since at least September 2011, U.S. wallboard manufacturers conspired to fix and raise the price of gypsum wallboard sold in the United States and to effectuate the alleged conspiracy by ending the practice of providing job quotes on wallboard. These lawsuits, brought on behalf of direct and indirect wallboard purchasers in the U.S., were consolidated for pretrial proceedings in multi-district litigation in the United States District Court for the Eastern District of Pennsylvania, under the title In re: Domestic Drywall Antitrust Litigation, MDL No. 2437. Similar lawsuits have been filed in Quebec, Ontario and British Columbia courts on behalf of purchasers of wallboard in Canada. The Canadian lawsuits also name as defendants CGC Inc., our Canadian operating subsidiary, as well as other Canadian and U.S. wallboard manufacturers.
USG has denied the allegations made in these wallboard pricing lawsuits, believes these cases are without merit, and that USG’s pricing and selling policies were and are made independently and in full compliance with the law. Class action antitrust litigation in the United States, however, is expensive, protracted, and carries the risk of triple damages and joint and several liability. To avoid the expense, risk and further distraction of management, in late 2014, we agreed to a settlement of the U.S. class actions, and in the third quarter of 2014, we recorded a $48 million charge for the settlements ($39.25 million for the direct purchaser settlement and $8.75 million for the indirect purchaser settlement). In 2015, the court entered final judgment orders approving both the direct and indirect purchaser settlements. No member of the direct purchaser class appealed from the final judgment order approving the direct purchaser settlement, and therefore, that settlement is final. One person appealed from the final judgment order approving the indirect purchaser settlement, and therefore that settlement is not yet final. We believe that the appeal is without merit and that the indirect purchaser settlement order will be affirmed on appeal, but the indirect purchaser settlement will not become final unless and until the appeal is favorably resolved.
The settlement of the U.S. class action lawsuits described above does not include the Canadian lawsuits. At this stage of the Canadian lawsuits, we are not able to estimate the amount, if any, of any reasonably possible loss or range of reasonably possible losses. We believe, however, that these Canadian lawsuits will not have a material effect on our business, financial condition, operating results or cash flows.
In addition to the class action lawsuits, in the first quarter of 2015, USG, 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 asserting individual claims similar to the claims asserted in the U.S. class action lawsuits. The lawsuit has been transferred to the United States District Court for the Eastern District of Pennsylvania that is presiding over the U.S. class action lawsuits. We believe that the cost, if any, of resolving these homebuilders’ claims will not materially increase our exposure above the $48 million agreed to in the U.S. class action settlements.

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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 December 31, 2015 and December 31, 2014, we had an accrual of $16 million for our probable and reasonably estimable liability in connection with these matters. Our accruals take into account all known or estimated undiscounted costs associated with these sites, including site investigations and feasibility costs, site cleanup and remediation, certain legal costs, and fines and penalties, if any. However, we continue to review these accruals as additional information becomes available and revise them as appropriate. Based on the information known to us, we believe these environmental matters will not have a material effect on our 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.

20.    Quarterly Financial Data (unaudited)
 
Quarter
(millions, except per-share data)
First
 
Second
 
Third
 
Fourth
2015
 
 
 
 
 
 
 
Net sales
$
909

 
$
970

 
$
972

 
$
925

Gross profit
153

 
183

 
183

 
172

Operating profit
76

 
105

 
102

 
98

Income from continuing operations (b)
24

 
79

 
76

 
812

Loss from discontinued operations, net of tax
—

 
—

 
—

 
—

Net income attributable to USG (b)
24

 
79

 
76

 
812

Income from continuing operations per common share:
 
 
 
 
 
 
 
Basic (a)
0.16

 
0.54

 
0.52

 
5.58

Diluted (a)
0.16

 
0.54

 
0.52

 
5.51

2014
 
 
 
 
 
 
 
Net sales
$
850

 
$
948

 
$
972

 
$
954

Gross profit
143

 
175

 
176

 
160

Operating profit (loss) (c)
66

 
98

 
22

 
(24
)
Income (loss) from continuing operations (c)
45

 
58

 
(11
)
 
(53
)
Loss from discontinued operations, net of tax
—

 
(1
)
 
—

 
—

Net income (loss) attributable to USG (c)
45

 
57

 
(12
)
 
(53
)
Income (loss) from continuing operations per common share:
 
 
 
 
 
 
 
Basic (a)
0.33

 
0.40

 
(0.09
)
 
(0.36
)
Diluted (a)
0.32

 
0.39

 
(0.09
)
 
(0.36
)
(a)
The sum of the four quarters is not necessarily the same as the total for the year.
(b)
Income from continuing operations and net income attributable to USG for the fourth quarter of 2015 included a reversal of an income tax valuation allowance of $731 million.
(c)
Operating profit (loss), income (loss) from continuing operations, and net income (loss) attributable to USG for the third quarter of 2014 included a litigation settlement charge of $48 million and long-lived asset impairment charges of $30 million and for the fourth quarter of 2014 included a long-lived asset impairment charge of $60 million, contract termination charge and loss of receivable of $15 million, and pension settlement charges of $13 million.



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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of USG Corporation:
We have audited the accompanying consolidated balance sheets of USG Corporation and subsidiaries (the “Corporation”) as of December 31, 2015 and 2014, and the related consolidated statements of operations, comprehensive income (loss), stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2015. Our audits also included the financial statement Schedule II-Valuation and Qualifying Accounts. These consolidated financial statements and financial statement schedule are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on the financial statements and financial statement schedule based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, such consolidated financial statements present fairly, in all material respects, the financial position of USG Corporation and subsidiaries as of December 31, 2015 and 2014, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2015, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, such financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly, in all material respects, the information set forth therein.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the Corporation’s internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 10, 2016 expressed an unqualified opinion on the Corporation’s internal control over financial reporting.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
February 10, 2016


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USG CORPORATION
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

 
 
 
Additions
 
 
 
 
(millions)
Balance at beginning of period
 
Charged to costs and expenses
 
Charged to other accounts
 
Deductions (a)
 
Balance at end of period
Year ended December 31, 2015:
 
 
 
 
 
 
 
 
 
Doubtful accounts
$
20

 
(6
)
 
—

 
(3
)
 
11

Cash discounts
2

 
49

 
—

 
(48
)
 
3

Income tax valuation allowance
1,023

 
—

 
—

 
(948
)
 
75

Year ended December 31, 2014:
 
 
 
 

 
 
 
 
Doubtful accounts
10

 
9

 
1

 
—

 
20

Cash discounts
2

 
45

 
—

 
(45
)
 
2

Income tax valuation allowance
995

 
1

 
112

 
(85
)
 
1,023

Year ended December 31, 2013:
 
 
 
 

 
 
 
 
Doubtful accounts
14

 
—

 
1

 
(5
)
 
10

Cash discounts
2

 
42

 
—

 
(42
)
 
2

Income tax valuation allowance
1,125

 
(2
)
 
—

 
(128
)
 
995

(a)
Reflects receivables written off as related to doubtful accounts, discounts allowed as related to cash discounts and reductions in the income tax valuation allowance.


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Item 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
None

Item 9A.
CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our “disclosure controls and procedures” (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, or the Act), have concluded that, as of the end of the fiscal year covered by this report, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. 
(a)
MANAGEMENT REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control system was designed to provide reasonable assurance to management and our Board of Directors regarding the preparation and fair presentation of published financial statements.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.
Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. In making this assessment, management used the criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management believes that, as of December 31, 2015, our internal control over financial reporting is effective based on those criteria.
Our independent registered public accounting firm has issued an attestation report on our internal control over financial reporting. This report appears below.
February 10, 2016
 

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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of USG Corporation:
We have audited the internal control over financial reporting of USG Corporation and subsidiaries (the “Corporation”) as of December 31, 2015, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. The Corporation’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Corporation’s internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
A corporation’s internal control over financial reporting is a process designed by, or under the supervision of, the corporation’s principal executive and principal financial officers, or persons performing similar functions, and effected by the corporation’s board of directors, management, and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A corporation’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the corporation; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the corporation are being made only in accordance with authorizations of management and directors of the corporation; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the corporation’s assets that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may not be prevented or detected on a timely basis. Also, projections of any evaluation of the effectiveness of the internal control over financial reporting to future periods are subject to the risk that the controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, the Corporation maintained, in all material respects, effective internal control over financial reporting as of December 31, 2015, based on the criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated financial statements and financial statement schedule as of and for the year ended December 31, 2015 of the Corporation and our report dated February 10, 2016 expressed an unqualified opinion on those financial statements and financial statement schedule.
/s/ DELOITTE & TOUCHE LLP
Chicago, Illinois
February 10, 2016






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(c)
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
There were no changes in our “internal control over financial reporting” (as defined in Rule 13a-15(f) promulgated under the Act) identified in connection with the evaluation required by Rule 13a-15(d) promulgated under the Act that occurred during the fiscal quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
 
Item 9B.
OTHER INFORMATION
On February 10, 2016, our Board of Directors (the "Board") approved our 2016 Annual Management Incentive Program (the "2016 Program"), upon the recommendation of the Compensation and Organization Committee of the Board. Under the 2016 Program, 50% of the par incentive award for each of USG’s named executive officers is based on a formula related to adjusted consolidated net earnings and 50% is based on specified operating and financial targets. The Board also approved the following operating and financial targets for USG’s named executive officers under the 2016 Program: Adjusted operating margin for consolidated, Gypsum, Ceilings and L&W Supply operations, USG Boral Building Products adjusted equity income, wallboard cost, working capital/cash conversion cycle and selling, general and administrative expenses. Each named executive officer has been assigned two to five of these targets, as applicable.

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PART III
 
Item 10.
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Executive Officers of the Registrant (as of February 10, 2016):
 
Name
 
Age
 
Position
James S. Metcalf
 
58
 
Chairman of the Board of Directors, President and Chief Executive Officer
Matthew F. Hilzinger
 
52
 
Executive Vice President and Chief Financial Officer
Brian J. Cook
 
58
 
Senior Vice President and Chief Administrative Officer
Dominic A. Dannessa
 
59
 
Senior Vice President, Operations and Chief Technology Officer
Jennifer F. Scanlon
 
49
 
Senior Vice President, President, International and President, L&W Supply Corporation
Michelle M. Warner
 
49
 
Senior Vice President, General Counsel and Corporate Secretary
Kenneth R. Banas
 
41
 
Vice President and Treasurer
Mary A. Martin
 
60
 
Vice President and Associate General Counsel
Jeanette A. Press
 
40
 
Vice President and Controller
Chris A. Rosenthal
 
52
 
Vice President, Human Resources
Gregory D. Salah
 
53
 
Vice President and General Manager, North America
Srinivas Veeramasuneni
 
51
 
Vice President, Corporate Innovation Center

Business Experience During the Last Five Years:

James S. Metcalf has served as Chairman of the Board of Directors since December 2011 and as President and Chief Executive Officer since January 2011. Prior thereto Mr. Metcalf was President and Chief Operating Officer of the Company.
Matthew F. Hilzinger joined USG as Executive Vice President in April 2012 and became Chief Financial Officer in May 2012. Prior to joining USG, he held various positions at Exelon Corporation, a utility services holding company engaged in the energy generation and delivery businesses, including serving as Executive Vice President and Chief Integration Officer in March 2012 and Senior Vice President and Chief Financial Officer prior thereto.
Brian J. Cook has served as Senior Vice President and Chief Administrative Officer since September 2015. He previously held a variety of human resources and labor relations positions at USG, including Senior Vice President, Human Resources and Communications from May 2013 to August 2015 and Senior Vice President, Human Resources prior thereto.
Dominic A. Dannessa has served as Senior Vice President, Operations and Chief Technology Officer since September 2015. He also oversees USG’s Corporate Innovation Center in Libertyville, IL. Prior thereto Mr. Dannessa served as Senior Vice President and Chief Technology Officer.
Jennifer F. Scanlon has served as Senior Vice President since October 2013 and President, International since September 2010. Ms. Scanlon was appointed as President of L&W Supply Corporation in July 2015 and has served as the chairman of the board of USG Boral Building Products since its inception.
Michelle M. Warner joined USG as Senior Vice President, General Counsel and Corporate Secretary in January 2016. Prior to joining USG, she served in various roles at Motorola Solutions, Inc., a provider of communication infrastructure, devices, accessories, software and services, including Corporate Vice President, Deputy General Counsel and Secretary from June 2013 to December 2015 and Corporate Vice President, Law, Corporate, Securities and Transactions prior thereto.
Kenneth R. Banas has served as Vice President and Treasurer since January 2015. He previously served in various roles at USG, including Treasurer from April 2013 to December 2014, Senior Director, Investor Relations from December 2011 to March 2013 and Senior Director EPMO from May 2010 to November 2011.
Mary A. Martin has served as Vice President and Associate General Counsel since July 2009.

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Jeanette A. Press has served as Vice President and Controller since January 2015. She previously served as Controller from September 2012 to December 2014 and Senior Director, Accounting and Reporting from March 2011 to August 2012. Prior to joining USG she served as Audit Senior Manager at KPMG LLP, a professional services company that provides audit, tax and advisory services.
Chris A. Rosenthal has served as Vice President, Human Resources since September 2015. He previously held various roles at USG, including Vice President, Compensation, Benefits and Corporate Services from January 2015 to August 2015, Senior Director Compensation, Benefits and Corporate Services from March 2014 to December 2014, Senior Director HR Operations from September 2012 to February 2014 and Vice President, HR, L&W Supply Corporation prior thereto.
Gregory D. Salah has served as Vice President and General Manager, North America since August 2015. Previously he served in various roles at USG, including Senior Vice President & General Manager, North American Wallboard & Surfaces, United States Gypsum Company, from December 2014 to July 2015, General Manager, US Wallboard & Surfaces from January 2013 to November 2014 and Senior Vice President, Sales and Marketing, Building Systems prior thereto.
Srinivas Veeramasuneni has served as Vice President, Corporate Innovation Center since January 2015. He previously served in various roles at USG, including Senior Director, Corporate Innovation Center from December 2013 to December 2014 and Senior Director, Research prior thereto.

Committee Charters and Code of Business Conduct
Our Corporate Code of Business Conduct (applicable to directors, officers and employees), our Corporate Governance Guidelines and the charters of the committees of our Board of Directors, including the Audit Committee, Governance Committee, Compensation and Organization Committee and Finance Committee, are available through the “Investor Relations” and “Corporate Governance” links in the “Company Information” section of our Web site at www.usg.com. We will post any amendments to the Corporate Code of Business Conduct, and any waivers that are required to be disclosed by the rules of the Securities and Exchange Commission, the NYSE or the Chicago Stock Exchange, on our Web site.
Other information required by this Item 10 is included under the headings “Director Nominees and Directors Continuing in Office,” “Committees of the Board of Directors,” “Audit Committee” and “Section 16(a) Beneficial Ownership Reporting Compliance” in the definitive Proxy Statement for our annual meeting of stockholders scheduled to be held on May 11, 2016, which information is incorporated herein by reference. 

Item 11.
EXECUTIVE COMPENSATION
Information required by this Item 11 is included under the heading “Compensation of Executive Officers and Directors” in the definitive Proxy Statement for our annual meeting of stockholders scheduled to be held on May 11, 2016, which information is incorporated herein by reference.
 

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Item 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth information as of December 31, 2015 about equity securities that may be issued upon exercise of options under our Long-Term Incentive Plan, which was approved by our stockholders, and deferred stock units issued under our Non-Employee Director Compensation Program. The features of these plans are discussed further in Part II, Item 8, Financial Statements and Supplementary Data, Note 10, Share-Based Compensation.
Plan Category
Number of securities to be
issued upon exercise of
outstanding options and rights (a)
 
Weighted average exercise price
of outstanding options and
rights (b)
 
Number of securities remaining
available for future issuance
under equity compensation plans (excluding securities reported in column one)
Equity compensation plans approved by stockholders
3,362,576

 
$
28.51

 
2,903,962

Equity compensation plans not approved by stockholders
193,117

 
—

 
—

Total
3,555,693

 
$
28.51

 
2,903,962

(a)
Equity compensation plans not approved by stockholders includes an aggregate of 192,506 fully vested deferred stock units granted to our non-employee directors that are payable in cash or shares of common stock, at each director’s option, following termination of service as a director.  Amount does not include an aggregate of 611 fully vested deferred stock units granted to our non-employee directors that must be settled in cash.
(b)
Weighted-average exercise price calculation for equity compensation plans not approved by stockholders does not reflect the inclusion of fully-vested deferred stock units granted to our non-employee directors because that type of award does not have an exercise feature.
Other information required by this Item 12 is included under the heading "Securities Ownership” in the definitive Proxy Statement for our annual meeting of stockholders scheduled to be held on May 11, 2016, which information is incorporated herein by reference.

Item 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
Information required by this Item 13 is included under the heading “Certain Relationships and Related Transactions” and “Director Independence” in the definitive Proxy Statement for our annual meeting of stockholders scheduled to be held on May 11, 2016, which information is incorporated herein by reference.
 
Item 14.
PRINCIPAL ACCOUNTING FEES AND SERVICES
Information required by this Item 14 is included under the heading “Independent Registered Public Accounting Firm Fees and Services” in the definitive Proxy Statement for our annual meeting of stockholders scheduled to be held on May 11, 2016, which information is incorporated herein by reference.


96
Table of Contents

PART IV
 
Item 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a)
1 and 2. See Part II, Item 8, Financial Statements and Supplementary Data, for an index of our consolidated financial statements and supplementary data schedule.
3. The information in the Exhibit Index of this Annual Report on Form 10-K is incorporated into this Item 15(a)3 by reference.
(b)
The information in the Exhibit Index of this Annual Report on Form 10-K is incorporated into this Item 15(b) by reference.
(c)
Separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons.
(i) The consolidated financial statements of USG Boral Building Products Pte. as of and for the year ended June 30, 2015 and as of and for the period from January 14, 2014 to June 30, 2014, including the report of Deloitte & Touche, independent certified public accountants, as of and for the period from January 14, 2014 to June 30, 2014, filed pursuant to Rule 3-09 of Regulation S-X, are incorporated by reference to Exhibit 99.1.
(ii) The consolidated financial statements of USG Boral Building Products Pty Limited as of and for the year ended June 30, 2015 and 2014, including the report of KPMG, independent auditors, as of and for the year ended June 30, 2014, filed pursuant to Rule 3-09 of Regulation S-X, are incorporated by reference to Exhibit 99.2.


97
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 
 
 
 
USG CORPORATION
 
 
 
February 10, 2016
 
 
 
 
 
 
By:
/s/ Matthew F. Hilzinger
 
 
Matthew F. Hilzinger
 
 
Executive Vice President and
 
 
Chief Financial Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
 
 
 
 
/s/ James S. Metcalf
February 10, 2016
JAMES S. METCALF
 
 
Director, Chairman, President and
 
 
Chief Executive Officer
 
 
(Principal Executive Officer)
 
 
 
 
/s/ Matthew F. Hilzinger
February 10, 2016
MATTHEW F. HILZINGER
 
 
Executive Vice President and
 
 
Chief Financial Officer
 
 
(Principal Financial Officer)
 
 
 
 
/s/ Jeanette A. Press
February 10, 2016
JEANETTE A. PRESS
 
 
Vice President and Controller
 
 
(Principal Accounting Officer)
 
 
 
 
 
 
 
JOSE ARMARIO, THOMAS A. BURKE,
By:
/s/ Matthew F. Hilzinger
MATTHEW CARTER JR.,
 
Matthew F. Hilzinger
GRETCHEN R. HAGGERTY,
 
Attorney-in-fact
WILLIAM H. HERNANDEZ, BRIAN A. KENNEY,
 
February 10, 2016
RICHARD P. LAVIN, STEVEN F. LEER
 
 
Directors
 
 


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Table of Contents

EXHIBIT INDEX
Exhibit
Number
 
Exhibit
 
2.1
 
Share Sale and Subscription Agreement, dated as of October 17, 2013, by and among USG Corporation, USG Netherlands Global Holdings B.V., Boral Limited, Boral International Pty Limited, and Boral Gypsum Asia Sdn Bhd (incorporated by reference to Exhibit 2.1 to USG Corporation's Current Report on Form 8-K dated October 16, 2013) †
 
 
 
2.2
 
Share Sale and Subscription Agreement, dated as of October 17, 2013, by and among USG Corporation, USG Foreign Investments, Ltd., USG Netherlands Global Holdings B.V., Boral Limited, Boral Building Materials Pty Limited, and Boral Australian Gypsum Limited (incorporated by reference to Exhibit 2.2 to USG Corporation's Current Report on Form 8-K dated October 16, 2013) †
 
 
 
3.1
 
Restated Certificate of Incorporation of USG Corporation (incorporated by reference to Exhibit 3.01 to USG Corporation’s Current Report on Form 8-K filed June 21, 2006)
 
 
3.2
 
Certificate of Correction of the Restated Certificate of Incorporation of USG Corporation (incorporated by reference to Exhibit 4.1 to USG Corporation’s Quarterly Report on Form 10-Q dated August 3, 2011)
 
 
3.3
 
Amendment to Restated Certificate of Incorporation of USG (incorporated by reference to Exhibit 3.1 to USG Corporation's Current Report on Form 8-K dated May 10, 2013)
 
 
 
3.4
 
Amended and Restated By-Laws of the Company, dated as of November 13, 2014 (incorporated by reference to Exhibit 3.1 to USG Corporation’s Current Report on Form 8-K dated November 18, 2014)
 
 
4.1
 
Form of Common Stock certificate (incorporated by reference to Exhibit 4.1 to USG Corporation’s Annual Report on Form 10-K dated February 16, 2007, or the 2006 Form 10-K)
 
 
4.2
 
Rights Agreement, dated as of December 21, 2006, between USG Corporation and Computershare Investor Services, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to USG Corporation’s Registration Statement on Form 8-A dated December 21, 2006)
 
 
4.3
 
Amendment No. 1 to Rights Agreement, dated as of December 5, 2008, to the Rights Agreement, dated as of December 21, 2006, by and between USG Corporation and Computershare Investor Services, LLC, as Rights Agent (incorporated by reference to Exhibit 4.1 to USG Corporation’s Amendment No. 1 to Form 8-A dated December 5, 2008)
 
 
 
4.4
 
Amendment No. 2 to Rights Agreement, dated as of March 22, 2013, between USG Corporation and Computershare Trust Company, N.A., as rights agent (successor-in-interest to Computershare Investor Services LLC) (incorporated by reference to Exhibit 4.1 to USG Corporation’s Amendment No. 2 to Form 8-A dated March 22, 2013)
 
 
 
4.5
 
Amendment No. 3 to Rights Agreement, dated as of February 11, 2015 between USG Corporation and Computershare Trust Company, N.A., as rights agent (successor-in-interest to Computershare Investor Services LLC) (incorporated by reference to Exhibit 4.1 to USG Corporation’s Amendment No. 3 to Form 8-A dated February 11, 2015)
 
 
 
4.6
 
Amendment No. 4 to Rights Agreement, dated as of November 16, 2015 between USG Corporation and Computershare Trust Company, N.A., as rights agent (successor-in-interest to Computershare Investor Services LLC) (incorporated by reference to Exhibit 4.1 to USG Corporation’s Amendment No. 4 to Form 8-A dated November 16, 2015)
 
 
 
4.7
  
Indenture, dated as of November 1, 2006, by and between USG Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.01 to USG Corporation’s Current Report on Form 8-K dated November 20, 2006, or the November 2006 8-K)
 
 
4.8
  
Supplemental Indenture No. 1, dated as of November 17, 2006, by and between USG Corporation and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.02 to the November 2006 8-K)
 
 
4.9
  
Form of 7.750% Senior Note due 2018 (incorporated by reference to USG Corporation’s Current Report on Form 8-K dated September 26, 2007)
 
 
4.10
  
Agreement of Resignation, Appointment and Acceptance, dated as of October 18, 2011, by and among USG Corporation, U.S. Bank National Association and HSBC Bank USA, National Association (incorporated by reference to Exhibit 4.1 to USG Corporation’s Quarterly Report on Form 10-Q dated October 31, 2011)
 
 
4.11
 
Supplemental Indenture No. 4, dated as of April 12, 2012, by and among USG Corporation, each of United States Gypsum Company, L&W Supply Corporation, USG Foreign Investments, Ltd. and USG Interiors, LLC, as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to USG Corporation's Current Report on Form 8-K dated April 12, 2012)
 
 
 

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4.12
 
Supplemental Indenture No. 5, dated as of October 31, 2013, by and among USG Corporation, each of United States Gypsum Company, L&W Supply Corporation, USG Foreign Investments, Ltd. and USG Interiors, LLC, as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to USG Corporation's Current Report on Form 8-K dated October 31, 2013)
 
 
 
4.13
 
Supplemental Indenture No. 6, dated as of February 24, 2015, by and among USG Corporation, each of United States Gypsum Company, L&W Supply Corporation, USG Foreign Investments, Ltd. and USG Interiors, LLC, as guarantors, and U.S. Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to USG Corporation’s Current Report on Form 8-K dated February 24, 2015)
USG Corporation and certain of its consolidated subsidiaries are parties to other long-term debt instruments under which the total amount of securities authorized does not exceed 10% of the total assets of USG Corporation and its subsidiaries on a consolidated basis. Pursuant to paragraph (b)(4)(iii)(A) of Item 601 of Regulation S-K, USG Corporation agrees to furnish a copy of such instruments to the Securities and Exchange Commission upon request.
 
 
 
10.1
 
Amendment and Restatement of USG Corporation Supplemental Retirement Plan, effective as of January 1, 2007 and dated December 10, 2008 (incorporated by reference to Exhibit 10.1 to USG Corporation’s Annual Report on Form 10-K dated February 20, 2009, or the 2008 10-K) *
 
 
10.2
 
Form of Employment Agreement (incorporated by reference to Exhibit 10.1 to USG Corporation’s Current Report on Form 8-K dated October 2, 2008, or the First October 2008 8-K) *
 
 
 
10.3
 
Form of Employment Agreement (form used since January 1, 2015) (incorporated by reference to Exhibit 10.3 to USG Corporation's Quarterly Report on Form 10-Q dated July 23, 2015) *
 
 
10.4
 
Form of Change in Control Severance Agreement (Tier 1 Benefits) (incorporated by reference to Exhibit 10.2 to the First October 2008 8-K) *
 
 
10.5
 
Form of Change in Control Severance Agreement (Tier 2 Benefits) (incorporated by reference to Exhibit 10.3 to the First October 2008 8-K) *
 
 
10.6
 
Form of Change in Control Severance Agreement (form used since August 1, 2015) (incorporated by reference to Exhibit 10.1 to USG Corporation's Quarterly Report on Form 10-Q dated October 22, 2015, or the third quarter 2015 10-Q) *

 
 
 
10.7
 
Form of Indemnification Agreement (incorporated by reference to Exhibit 10.14 to USG Corporation’s Annual Report on Form 10-K dated February 15, 2008, or the 2007 10-K) *
 
 
10.8
 
Employment Agreement, effective as of April 16, 2012, between USG Corporation and Matthew Hilzinger (incorporated by reference to Exhibit 10.1 to USG Corporation's Current Report on Form 8-K dated March 26, 2012, or the March 2012 8-K) *
 
 
 
10.9
 
Change in Control Severance Agreement, dated as of April 16, 2012, between USG Corporation and Matthew Hilzinger (incorporated by reference to Exhibit 10.2 to the March 2012 8-K) *
 
 
 
10.10
 
Agreement and General Release, dated as of August 4, 2015, by and between USG Corporation and Christopher R. Griffin (incorporated by reference to Exhibit 10.3 to the third quarter 2015 10-Q) *
 
 
 
10.11
 
USG Corporation Stock Compensation Program for Non-Employee Directors (as Amended and Restated Effective as of January 1, 2005) (incorporated by reference to Exhibit 10.2 to USG Corporation’s Current Report on Form 8-K dated November 14, 2005) *
 
 
10.12
 
Amendment No. 1 to the USG Corporation Stock Compensation Program for Non-Employee Directors (as Amended and Restated as of January 1, 2005) (incorporated by reference to Exhibit 10.1 to USG Corporation’s Quarterly Report on Form 10-Q dated August 3, 2006, or the second quarter 2006 10-Q) *
 
 
10.13
 
Amendment No. 2 to the USG Corporation Stock Compensation Program for Non-Employee Directors (as Amended and Restated as of January 1, 2005) (incorporated by reference to Exhibit 10.8 to USG Corporation’s Quarterly Report on Form 10-Q dated April 30, 2007) *
 
 
10.14
 
USG Corporation Non-Employee Director Compensation Program (Amended and Restated February 13, 2008) (incorporated by reference to Exhibit 10.18 to the 2007 10-K) *
 
 
10.15
 
Amendment No. 1 to USG Corporation Non-Employee Director Compensation Program (as Amended and Restated February 13, 2008) (incorporated by reference to Exhibit 10.10 to USG Corporation’s Annual Report on Form 10-K dated February 11, 2011) *
 
 

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10.16
 
Amendment No. 2 to USG Corporation Non-Employee Director Compensation Program (as Amended and Restated February 13, 2008 and amended November 12, 2010) (incorporated by reference to Exhibit 10.11 to USG Corporation's Annual Report on Form 10-K dated February 14, 2012, or the 2011 10-K)*
 
 
10.17
 
Amendment No. 3 to USG Corporation Non-Employee Director Compensation Program (as Amended and Restated February 13, 2008 and amended November 12, 2010 and November 10, 2011) (incorporated by reference to Exhibit 10.14 to USG Corporation’s Annual Report on Form 10-K dated March 3, 2014) *
 
 
 
10.18
 
Amendment No. 4 to USG Corporation Non-Employee Director Compensation Program (as Amended and Restated February 13, 2008 and amended November 12, 2010, November 10, 2011 and November 14, 2013) (incorporated by reference to Exhibit 10.16 to USG Corporation’s Annual Report on Form 10-K dated February 12, 2015, or the 2014 10-K) *
 
 
 
10.19
 
USG Corporation Deferred Compensation Program for Non-Employee Directors (as Amended and Restated effective December 31, 2008) (incorporated by reference to Exhibit 10.10 to the 2008 10-K) *
 
 
10.20
 
Fourth Amendment and Restatement Agreement, dated as of October 22, 2014, among USG Corporation and CGC Inc., as borrowers, and JP Morgan Chase Bank, N.A. and JP Morgan Chase Bank, N.A., Toronto Branch, as administrative agents, and the lenders party thereto (incorporated by reference to Exhibit 10.18 to the 2014 10-K)
 
 
10.21
 
Fourth Amended and Restated Credit Agreement, dated as of October 22, 2014, among USG Corporation and CGC Inc., as borrowers, JPMorgan Chase Bank, N.A. and JP Morgan Chase Bank, N.A., Toronto Branch, as administrative agents, the lenders party thereto and Bank of America, N.A. and Wells Fargo Bank, N.A., as co-syndication agents (incorporated by reference to Exhibit 10.19 to the 2014 10-K)
 
 
 
10.22
 
Amended and Restated Guarantee Agreement dated as of October 22, 2014 among USG Corporation, CGC Inc., the subsidiary guarantors party thereto and JP Morgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.20 to the 2014 10-K)
 
 
10.23
 
U.S. Pledge and Security Agreement dated as of January 7, 2009 among USG Corporation, the other grantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.21 to the 2014 10-K)
 
 
10.24
 
Canadian Pledge and Security Agreement dated as of October 22, 2014 among CGC Inc., the other grantors party thereto and JPMorgan Chase Bank, N.A., as administrative agent (incorporated by reference to Exhibit 10.22 to the 2014 10-K)
 
 
10.25
 
2015 Annual Management Incentive Program of USG Corporation (Executive Officers Only) (incorporated by reference to Exhibit 10.24 to the 2014 10-K) *
 
 
10.26
 
2016 Annual Management Incentive Program of USG Corporation (Executive Officers Only) * **
 
 
 
10.27
 
USG Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 10.31 to the 2006 Form 10-K) *
 
 
10.28
 
First Amendment of USG Corporation Deferred Compensation Plan, effective as of April 1, 2007 and dated December 10, 2008 (incorporated by reference to Exhibit 10.25 to the 2008 10-K) *
 
 
10.29
 
Second Amendment of USG Corporation Deferred Compensation Plan, effective as of April 1, 2007 and dated September 5, 2012 (incorporated by reference to Exhibit 10.1 to USG Corporation's Quarterly Report on Form 10-Q dated October 23, 2014) *
 
 
 
10.30
 
Third Amendment of USG Corporation Deferred Compensation Plan, effective as of April 1, 2007 and dated November 21, 2014 (incorporated by reference to Exhibit 10.28 to the 2014 10-K) *
 
 
 
10.31
 
USG Corporation Long-Term Incentive Plan (as amended effective May 13, 2015) (incorporated by reference to Annex C to the Proxy Statement for the Annual Meeting of Stockholders of USG Corporation held on May 13, 2015, or the 2015 Proxy Statement) *
 
 
10.32
 
Form of USG Corporation Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.9 to the second quarter 2006 10-Q) *
 
 
10.33
 
Form of USG Corporation Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.1 to USG Corporation’s Current Report on Form 8-K dated March 28, 2007, or the March 2007 8-K) *
 
 
10.34
 
Form of USG Corporation Restricted Stock Units Agreement (Annual Grant) (incorporated by reference to Exhibit 10.2 to the March 2007 8-K) *
 
 
10.35
 
Form of USG Corporation Restricted Stock Units Agreement (Retention Grant) (incorporated by reference to Exhibit 10.3 to the March 2007 8-K) *
 
 
10.36
 
Form of USG Corporation Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.36 to the 2008 10-K) *
 
 

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10.37
 
Form of USG Corporation Restricted Stock Units Agreement (incorporated by reference to Exhibit 10.37 to the 2008 10-K) *
 
 
10.38
 
Form of USG Corporation Nonqualified Stock Option Agreement (incorporated by reference to Exhibit 10.30 to USG Corporation’s Annual Report on Form 10-K dated February 12, 2010, or the 2009 10-K) *
 
 
10.39
 
Form of USG Corporation Restricted Stock Units Agreement (incorporated by reference to Exhibit 10.31 to the 2009 10-K) *
 
 
10.40
 
Form of Restricted Stock Units Agreement (incorporated by reference to Exhibit 10.7 to USG Corporation's Quarterly Report on Form 10-Q dated October 29, 2010) *
 
 
10.41
 
Form of Amended and Restated Performance Based Restricted Stock Units Agreement (incorporated by reference to Exhibit 10.36 to the 2011 10-K) *
 
 
10.42
 
Form of USG Corporation Performance Based Restricted Stock Units Agreement (incorporated by reference to Exhibit 10.2 to USG Corporation's Quarterly Report on Form 10-Q dated October 26, 2012, or the third quarter 2012 10-Q) *
 
 
10.43
 
Form of USG Corporation Market Share Units Agreement (incorporated by reference to Exhibit 10.40 to USG Corporation's Annual Report on Form 10-K dated February 15, 2013, or the 2012 10-K) *
 
 
 
10.44
 
Form of USG Corporation Performance Shares Agreement (incorporated by reference to Exhibit 10.41 to the 2012 10-K) *
 
 
 
10.45
 
Form of USG Corporation Market Share Units Agreement (incorporated by reference to Exhibit 10.2 to USG Corporation's Current Report on Form 8-K dated February 13, 2014, or the February 2014 8-K) *
 
 
 
10.46
 
Form of USG Corporation Performance Shares Agreement (incorporated by reference to Exhibit 10.3 to the February 2014 8-K) *
 
 
 
10.47
 
Form of Restricted Stock Units Agreement (incorporated by reference to Exhibit 10.1 to USG Corporation's Quarterly Report on Form 10-Q dated July 24, 2014) *
 
 
 
10.48
 
Form of USG Corporation Market Share Units Agreement (incorporated by reference to Exhibit 10.46 to the 2014 10-K) *
 
 
 
10.49
 
Form of USG Corporation Performance Shares Agreement (incorporated by reference to Exhibit 10.47 to the 2014 10-K) *
 
 
 
10.50
 
Changes to Equity Awards for Compliance With Section 409A (incorporated by reference to Exhibit 10.39 to the 2008 10-K) *
 
 
 
10.51
 
USG Corporation Management Incentive Plan (as amended and restated effective May 13, 2015 (incorporated by reference to Annex B to the 2015 Proxy Statement) *
 
 
10.52
 
Shareholder’s Agreement, entered into as of January 30, 2006, by and between USG Corporation and Berkshire Hathaway Inc. (incorporated by reference to Exhibit 10.3 to USG Corporation's Current Report on Form 8-K dated January 30, 2006)
 
 
10.53
 
Amended and Restated Registration Rights Agreement, dated as of November 26, 2008, by and between USG Corporation and Berkshire Hathaway Inc. (incorporated by reference to Exhibit 10.1 to USG Corporation's Current Report on Form 8-K dated November 26, 2008)
 
 
10.54
 
Direct Purchaser Settlement Agreement, dated February 11, 2015 (incorporated by reference to Exhibit 10.1 to USG Corporation’s Current Report on Form 8-K dated February 13, 2015, or the February 2015 8-K)
 
 
10.55
 
Indirect Purchaser Settlement Agreement, dated February 11, 2015 (incorporated by reference to Exhibit 10.2 to the February 2015 8-K)
 
 
10.56
 
Interest and Share Purchase Agreement, dated as of September 15, 2015, by and among USG Corporation, USG Ventures-Europe GmbH, Knauf Aquapanel GmbH, Knauf/USG Verwaltungs GmbH and Knauf/USG Systems GmbH & Co. KG (incorporated by reference to Exhibit 10.2 to the third quarter 2015 10-Q)

 
 

 
 
 
 

 
 
 
 
 

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10.57
 
Share and Asset Purchase Agreement, dated as of August 7, 2012, by and between USG Corporation and its indirect wholly owned subsidiaries, USG Foreign Investments, Ltd. and USG (U.K.) Ltd., and Knauf International GmbH and Knauf AMF Ceilings Ltd. (incorporated by reference to Exhibit 10.1 to the third quarter 2012 10-Q)
 
 
 
10.58
 
Shareholders Agreement, dated as of February 28, 2014, by and among USG Corporation, Boral International Pty Limited, Boral Building Materials Pty Limited, USG Netherlands Global Holdings B.V., USG Boral Building Products Pte Limited, USG Boral Building Products Pty Limited, and Boral Limited (incorporated by reference to Exhibit 10.1 to USG Corporation's Current Report on Form 8-K filed February 28, 2014) (Note: Portions of this
document have been omitted pursuant to a Request for Confidential Treatment filed with the Securities and Exchange Commission on February 28, 2014)
 
 
 
 
 
 
 
 
 
 
 
 
99.1
 
Financial statements as of and for the year ended June 30, 2015 and audited financial statements as of and for the period from January 14, 2014 to June 30, 2014 of USG Boral Building Products Pte. **
 
 
 
99.2
 
Financial statements as of and for the year ended June 30, 2015 and audited financial statements as of and for the year ended June 30, 2014 of USG Boral Building Products Pty Limited **
 
Other:
 
 
21
 
Subsidiaries **
 
 
23.1
 
Consent of Independent Registered Public Accounting Firm, Deloitte & Touche LLP **
 
 
 
23.2
 
Consent of Independent Registered Public Accounting Firm, Deloitte Malaysia**
 
 
 
23.3
 
Consent of Independent Auditors, KPMG **
 
 
24
 
Power of Attorney **
 
 
31.1
 
Rule 13a - 14(a) Certifications of USG Corporation’s Chief Executive Officer **
 
 
31.2
 
Rule 13a - 14(a) Certifications of USG Corporation’s Chief Financial Officer **
 
 
32.1
 
Section 1350 Certifications of USG Corporation’s Chief Executive Officer **
 
 
32.2
 
Section 1350 Certifications of USG Corporation’s Chief Financial Officer **
 
 
95
 
Mine Safety Disclosures **
 
 
101
 
The following financial information from USG Corporation’s Annual Report on Form 10-K for the year ended December 31, 2015, formatted in XBRL (Extensible Business Reporting Language): (1) the consolidated statements of operations for the years ended December 31, 2015, 2014 and 2013, (2) the consolidated statements of other comprehensive income (loss) for the years ended December 31, 2015, 2014 and 2013, (3) the consolidated balance sheets as of December 31, 2015 and 2014, (4) the consolidated statements of cash flows for the years ended December 31, 2015, 2014 and 2013, (5) the consolidated statements of stockholders’ equity for the years ended December 31, 2015, 2014 and 2013 and (6) notes to the consolidated financial statements. **

*
Management contract or compensatory plan or arrangement
**
Filed or furnished herewith
†
Schedules and other similar attachments have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and other similar attachments upon request by the Securities and Exchange Commission, provided that the registrant may request confidential treatment for any schedule or other similar attachment so furnished.

Exhibit
    Exhibit 10.26

                            
                                    


Year 2016



Annual
Management Incentive
Program

(Executive Officers Only)


USG Corporation








            

PURPOSE


To enhance USG Corporation's ability to attract, motivate, reward and retain key employees of the Corporation and its operating subsidiaries and to align management's interests with those of the Corporation's stockholders by providing incentive award opportunities to managers who make a measurable contribution to the Corporation’s business objectives.



INTRODUCTION


This Annual Management Incentive Program (the “Program”) is in effect from January 1, 2016 through December 31, 2016.



ELIGIBILITY


Individuals eligible for participation in this Program are the Corporation’s executive officers. This Program is executive officers only.



GOALS


For the 2016 Annual Management Incentive Program, Consolidated Net Earnings adjusted for incentive plan purposes and consolidated, subsidiary and profit center Focus Targets will be determined by the USG Board of Directors after review by the Compensation and Organization Committee of the USG Board of Directors (the “Committee”). The Committee will consider recommendations submitted from management of USG Corporation.









1



AWARD VALUES

For this Program, position target incentive values are based on level of accountability and are expressed as a percent of approved annualized salary. Resulting award opportunities represent a fully competitive incentive opportunity for 100% (target) achievement of goals:


Position Title
Position Target Incentive
•    Chairman, President & Chief Executive Officer, USG Corporation
120%
•    Executive Vice President & Chief Financial Officer, USG Corporation
75%
•    Executive Vice President, USG Corporation; President, USG International; President, L&W Supply Corporation
•    Senior Vice President & General Counsel, USG Corporation
•    Senior Vice President, USG Corporation; President, North America
70%
•    Executive Vice President, Chief Operations and Innovation Officer, USG Corporation
•    Executive Vice President and Chief Administrative Officer, USG Corporation
65%
•    Vice President and Associate General Counsel, USG Corporation
•    Vice President and Treasurer, USG Corporation
•    Vice President and Controller, USG Corporation
•    Senior Vice President, Human Resources, USG Corporation
•    Vice President, Corporate Innovation Center, USG Corporation
45%


2


AWARDS

Incentive awards for all participants in this Program will be reviewed and approved by the Committee. For all participants, the annual incentive award par opportunity is the annualized salary approved by March 31, 2016 that is in effect on March 1, 2016 multiplied by the applicable position target incentive value percent.
 
Incentive awards for 2016 will be based on a combination of the following elements:

I.
CONSOLIDATED NET EARNINGS ADJ. FOR IC PLAN PURPOSES:    50% OF INCENTIVE

Consolidated Net Earnings adjusted for incentive plan purposes will be as reported on the Corporation’s year-end financial statements with adjustments for significant non-operational charges. Such adjustments will be defined by March 31, 2016 and have in the past been for Fresh Start Accounting, asbestos, restructuring charges, bankruptcy expenses and the cumulative impact of new accounting pronouncements. For all participants, this portion of the award represents 50% of the incentive par. This portion of the award will be paid once threshold is met. The threshold award begins at 50% of segment par. The maximum award for this segment is capped at two times par. Straight line interpolation will be used to determine points between par and minimum or maximum.
For each executive officer, (i) their individual Net Earnings par shall be determined by March 31, 2016, and (ii) their individual factors shall be determined by March 31, 2016. Notwithstanding the prior sentence nor any other provision in this Program, each executive officer’s factor may be decreased, but not increased, due to changes in the total Program and Other Program par after March 31, including, but not limited to, changes triggered by the addition or removal of a participant from the Program or the Other Program or changes in any participant’s Net Earnings par.
    
II.
FOCUS TARGETS:    50% OF INCENTIVE

Focus Targets will be measurable, verifiable and derived from the formal strategic planning process. For 2016, Focus Targets are expected to include North American Operations and L&W Gross Profit and USG Boral JV Adjusted Net Earnings, Wallboard Cost, and SG&A or other operational priorities. The Focus Targets will be determined by March 31, 2016. The award adjustment factor for this segment will range from 0.5 (after achieving a minimum threshold performance level) to 2.0 for maximum attainment.

The weighting on any individual Focus Target generally will be in 5% increments and not be less than 10%.The weighting of all assigned Focus Targets will equal 50% of the individual’s total par.

3




PAYOUT CRITERIA

No awards will be paid under this Program unless the Corporation’s annual adjusted operating profit for 2016 is positive as calculated net of all expenses associated with all incentive programs. Positive annual adjusted operating profit is defined as calendar year gross profit less overhead expenses and before other special items that are included within operating profit/loss as reflected on the consolidated statement of operations. Special items include litigation settlement income/expense, restructuring and long-lived asset impairment charges, goodwill and other intangible asset impairment charges, unusual or non-recurring items, and changes in accounting principles.


The maximum payment to a participant is two times the participant’s par value amount. No payments will be made beyond this two times maximum payment level.





WEIGHTINGS OF PROGRAM ELEMENTS

All Corporate Officer participants in this Program, including the most senior executives, will have the same overall weightings of 50% on Consolidated Net Earnings adjusted for incentive plan purposes and 50% on Focus Targets.



4





GENERAL PROVISIONS


1.
If the Board, or an appropriate committee thereof, has determined that any fraud
or intentional misconduct by an executive officer was a significant contributing factor to the Corporation having to restate all or a portion of its financial statement(s), the Board or committee shall take, in its discretion, such action as it deems necessary to remedy the misconduct and prevent its recurrence. In determining what remedies to pursue, the Board or committee will take into account all relevant factors, including whether the restatement was the result of fraud or intentional misconduct. The Board may, to the extent permitted by applicable law, require reimbursement of any award under this Program paid to the executive officer after January 1, 2016, if and to the extent that a) the amount of the award was calculated based upon the achievement of certain financial results that were subsequently reduced due to a restatement, b) the executive officer engaged in any fraud or intentional misconduct that caused or contributed to the need for the restatement, and c) the amount of the compensation that would have been awarded to the executive officer under this Program had the financial results been properly reported would have been lower than the amount actually awarded. The remedy specified herein shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Corporation. If this paragraph 1 is held invalid, unenforceable or otherwise illegal, the remainder of this Program shall be deemed to be unenforceable due to a failure of consideration, and the executive officer’s rights to any incentive compensation that would otherwise be awarded under this Program shall be forfeited.

In order to be entitled to an award of compensation under this Program, an executive officer must execute a written acknowledgement that such award shall be subject to the terms and conditions of this paragraph 1.
    
2.
The Committee reserves the right to adjust award amounts under this Program down based on its assessment of the Corporation’s overall performance relative to market conditions, provided, however, in no event may the Committee adjust an award under this Program upward.

3.
The Committee shall review and approve the awards recommended eligible participants in this Program. The Committee shall submit to the Board of Directors, for its ratification, a report of the awards for all eligible participants approved by the Committee in accordance with the provisions of the Program.

4.
The Committee shall have full power to make the rules and regulations with respect to the determination of achievement of goals and the distribution of awards. No awards will be made until the Committee has certified financial achievements and applicable awards in writing.

5.
The judgment of the Committee in construing this Program or any provisions thereof, or in making any decision hereunder, shall be final and conclusive and binding upon all employees of the Corporation and its subsidiaries whether or not selected as beneficiaries hereunder, and their heirs, executors, personal representatives and assignees.

5



6.
Nothing herein contained shall limit or affect in any manner or degree the normal and usual powers of management, exercised by the officers, and the Board of Directors or committees thereof, to change the duties or the character of employment of any employee of the Corporation or to remove the individual from the employment of the Corporation at any time, all of which rights and powers are expressly reserved.

The awards made to employees shall become a liability of the Corporation or the appropriate subsidiary as of December 31 of the year earned and all payments to be made hereunder will be made as soon as practicable, but in any event before two and one half months after December 31 of the year earned, after said awards have been approved by the Committee.


ADMINISTRATIVE GUIDELINES


1.
Award values will be based on annualized salary in effect on March 1, 2016 for each qualifying participant. Any change in duties, dimensions or responsibilities of a current position resulting in an increase or decrease in salary range reference point or market rate will result in a pro-rata incentive award. Respective reference points, target incentive values or goals will be applied based on the actual number of full months of service at each position.

2.
No award is to be paid to any participant who is not a regular full-time employee, or a part time employee as approved by the Executive Vice President and Chief Administrative Officer, USG Corporation, in good standing at the end of the calendar year to which the award applies. However, if an eligible participant with three (3) or more months of active service in the Program year subsequently retires, becomes disabled, dies, is discharged from the employment of the Company without cause, or is on an approved unpaid leave, the participant (or beneficiary) may be recommended for an award which would otherwise be payable based on goal achievement, prorated for the actual months of active service during the year.

3.
Employees participating in any other incentive or bonus program of the Corporation or a Subsidiary who are transferred during the year to a position covered by this Program will be eligible to receive a potential award prorated for actual full months of service in the two positions with the respective incentive program and target incentive values to apply.

4.
In the event of transfer of an employee from an assignment which does not qualify for participation in any incentive or bonus plan to a position covered by this Program, the employee is eligible to participate in this Program with any potential award prorated for the actual months of service in the position covered by this Program during the year. A minimum of three months of service in the eligible position is required.

5.
Participation during the current Program year for individuals employed from outside the Corporation is possible with any award to be prorated for actual full months of service in the eligible position. A minimum of three full months of eligible service is required for award consideration.

6.
Exceptions to established administrative guidelines can only be made by the Committee.



6

Exhibit


EXHIBIT 21
SUBSIDIARIES
The following is a list of certain subsidiaries of USG Corporation as of February 10, 2016, the principal names under which such subsidiaries do business and the state or country in which each is organized. The list does not include subsidiaries which would not, if considered in the aggregate as a single subsidiary, have constituted a significant subsidiary within the meaning of Item 601(b)(21)(ii) of Regulation S-K as of December 31, 2015.
Name of Company
 
Organized Under Laws of
 
 
 
United States Gypsum Company
 
Delaware
     USG Interiors, LLC
 
Delaware
USG Foreign Investments, Ltd.
 
Delaware
     USG Netherlands Global Holdings B.V.
 
Netherlands



Exhibit














CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statements No. 33-63554, 333-136289, 333-140949 and 333-168592 on Form S-8 and Registration Statement No. 333-190378 on Form S-3 of our reports dated February 10, 2016, relating to the consolidated financial statements and financial statement schedule of USG Corporation and subsidiaries and the effectiveness of USG Corporation and subsidiaries' internal control over financial reporting, appearing in this Annual Report on Form 10-K of USG Corporation for the year ended December 31, 2015.

/s/ Deloitte & Touche LLP
Chicago, Illinois
February 10, 2016



Exhibit











CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements No. 33-63554, 333-136289, 333-140949 and 333-168592 on Form S-8 and Registration Statement No. 333-190378 on Form S-3 of our report dated February 10, 2015, relating to the consolidated financial statements of USG Boral Building Products Pte. Limited for the period January 14, 2014 (date of incorporation) to June 30, 2014, furnished along with the Annual Report on Form 10-K of USG Corporation for the year ended December 31, 2015.



/s/ Deloitte
AF 0080
Chartered Accountants

Kuala Lumpur, Malaysia
February 10, 2016



Exhibit















CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in Registration Statements No. 33-63554, 333-136289, 333-140949 and 333-168592 on Form S-8 and Registration Statement No. 333-190378 on Form S-3 of USG Corporation of our report dated February 9, 2015, with respect to the consolidated balance sheet of USG Boral Building Products Pty Limited and its controlled entities as of June 30, 2014, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for the year then ended, which report appears in the December 31, 2015 Annual Report on Form 10-K of USG Corporation.


/s/ KPMG
Sydney, Australia
February 10, 2016



Exhibit

Exhibit 24


POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose name appears below constitutes and appoints Michelle M. Warner and Matthew F. Hilzinger, and each of them, his or her true and lawful attorney(s)-in-fact and agent(s), with full power of substitution and resubstitution, for and in his or her name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K for the year ending December 31, 2015 of USG Corporation, and any or all amendments thereto, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his or her substitutes, may lawfully do or cause to be done by virtue hereof.

This power of attorney has been signed as of the 10th day of February 2016 by the following persons:
    
/s/ Jose Armario
 
/s/ Brian A. Kenney    
Jose Armario,
 
Brian A. Kenney,
Director
 
Director
 
 
 
/s/ Thomas A. Burke
 
/s/ Richard P. Lavin
Thomas A. Burke,
 
Richard P. Lavin,
Director
 
Director
 
 
 
/s/ Matthew Carter Jr.
 
/s/ Steven F. Leer
Matthew Carter Jr.,
 
Steven F. Leer,
Director
 
Director
 
 
 
/s/ Gretchen R. Haggerty
 
/s/ James S. Metcalf
Gretchen R. Haggerty,
 
James S. Metcalf,
Director
 
Director, Chairman, President
 
 
and Chief Executive Officer
/s/ William H. Hernandez    
 
 
William H. Hernandez,
 
 
Director
 
 



Exhibit


EXHIBIT 31.1
CERTIFICATIONS
I, James S. Metcalf, certify that:
1.
I have reviewed this annual report on Form 10-K of USG Corporation (the “Corporation”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Corporation as of, and for, the periods presented in this report;
4.
The Corporation’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15(d)-15(f)) for the Corporation and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Corporation, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the Corporation’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the Corporation’s internal control over financial reporting that occurred during the Corporation’s most recent fiscal quarter (the Corporation’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting; and
5.
The Corporation’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Corporation’s auditors and the audit committee of the Corporation’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal control over financial reporting.

February 10, 2016
/s/ James S. Metcalf
 
James S. Metcalf
 
Chairman, President and Chief Executive Officer


Exhibit


EXHIBIT 31.2
CERTIFICATIONS
I, Matthew F. Hilzinger, certify that:
1.
I have reviewed this annual report on Form 10-K of USG Corporation (the “Corporation”);
2.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Corporation as of, and for, the periods presented in this report;
4.
The Corporation’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act rules 13a-15(f) and 15(d)-15(f)) for the Corporation and have:
(a)
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Corporation, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)
Evaluated the effectiveness of the Corporation’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)
Disclosed in this report any change in the Corporation’s internal control over financial reporting that occurred during the Corporation’s most recent fiscal quarter (the Corporation’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting; and
5.
The Corporation’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Corporation’s auditors and the audit committee of the Corporation’s board of directors (or persons performing the equivalent functions):
(a)
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information; and
(b)
Any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal control over financial reporting.

February 10, 2016
/s/ Matthew F. Hilzinger
 
Matthew F. Hilzinger
 
Executive Vice President and Chief Financial Officer


Exhibit


EXHIBIT 32.1
SECTION 1350 CERTIFICATIONS
In connection with the Annual Report of USG Corporation (the “Corporation”) on Form 10-K, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, James S. Metcalf, Chairman, President and Chief Executive Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

February 10, 2016
/s/ James S. Metcalf
 
James S. Metcalf
 
Chairman, President and Chief Executive Officer


Exhibit


EXHIBIT 32.2
SECTION 1350 CERTIFICATIONS
In connection with the Annual Report of USG Corporation (the “Corporation”) on Form 10-K, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Matthew F. Hilzinger, Executive Vice President and Chief Financial Officer of the Corporation, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1)
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.

February 10, 2016
/s/ Matthew F. Hilzinger
 
Matthew F. Hilzinger
 
Executive Vice President and Chief Financial Officer


Exhibit


EXHIBIT 95
Mine Safety Disclosures

The operation of our ten mines and quarries in the United States is subject to regulation and inspection under the Federal Mine Safety and Health Act of 1977, or Safety Act. From time to time, inspection of our mines and quarries and their operation results in our receipt of citations or orders alleging violations of health or safety standards or other violations under the Safety Act. We are usually able to resolve the matters identified in the citations or orders with little or no assessments or penalties.
Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act and rules promulgated by the Securities and Exchange Commission, or SEC, to implement that Section require that we disclose specified information about mine health and safety in our periodic reports filed with the SEC. The disclosure requirements set forth in Section 1503 and the SEC rules refer to, and are based on, the safety and health requirements applicable to mines under the Safety Act which is administered by the U.S. Labor Department's Mine Safety and Health Administration, or MSHA. Under the Safety Act, MSHA is required to inspect surface mines at least twice a year and underground mines at least four times a year to determine whether there is compliance with health and safety standards or with any citation, order or decision issued under the Safety Act and whether an imminent danger exists. MSHA also conducts spot inspections and inspections pursuant to miners' complaints.
If violations of safety or health standards are found, MSHA inspectors will issue citations to the mine operators. Among other activities under the Safety Act, MSHA also assesses and collects civil monetary penalties for violations of mine safety and health standards.
In addition, an independent adjudicative agency, the Federal Mine Safety and Health Review Commission, or FMSHRC, provides administrative trial and appellate review of legal disputes arising under the Safety Act. Most cases deal with civil penalties proposed by MSHA to be assessed against mine operators and address whether the alleged safety and health violations occurred, as well as the appropriateness of proposed penalties.
During the year ended December 31, 2015, we received 17 citations alleging health and safety violations that could significantly and substantially contribute to the cause and effect of a mine safety or health hazard under the Safety Act, or S&S violations, and 76 citations alleging other health and safety violations. We have received proposed assessments from MSHA with respect to 84 of the 93 total citations. The total dollar value of proposed assessments from MSHA with respect to those citations was $22,253. We have resolved 67 of the proposed assessments through payments of penalties aggregating $19,670. There are no proposed assessments being contested and 17 proposed assessments otherwise remain outstanding. No assessments have yet been made by MSHA with respect to the other 9 citations. Set forth below is information with respect to the gypsum mines for which citations were received during the year ended December 31, 2015:
Location of Mines/Quarries
Number of Citations for S&S Violations
Number of Citations for Non S&S Violations
Total Proposed Assessments
Alabaster, Michigan
1
5
$860
Empire, Nevada
—
2
100
Fort Dodge, Iowa
—
2
200
Plaster City, California
—
3
300
Shoals, Indiana
3
4
1,187
Sigurd, Utah
2
4
1,250
Southard, Oklahoma
2
2
2,391
Sperry, Iowa
7
42
14,879
Spruce Pine, North Carolina
—
2
200
Sweetwater, Texas
2
10
886
Totals
17
76
$22,253
We did not receive any citations or orders for unwarrantable failure to comply with mandatory health and safety standards under the Safety Act, any orders under the Safety Act regarding withdrawal from a mine as a result of failure to abate in a timely manner a health and safety violation for which a citation was issued, any imminent danger orders under the Safety Act, any written notice from MSHA of a pattern of violations of mandatory health or safety standards that are of such a nature as could significantly and substantially contribute to the cause and effect of mine health and safety hazards under the Safety Act or any written notice from MSHA of the potential to have such a pattern during 2015. Also, there were no flagrant violations under the Safety Act and no mining-related fatalities during 2015, and no legal actions before the FMSHRC were instituted during 2015 or pending as of December 31, 2015.


Exhibit

 




INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF
USG BORAL BUILDING PRODUCTS PTE. LIMITED


Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of USG Boral Building Products Pte. Limited (the “company”) and its subsidiaries (the “group”), which comprise the consolidated statement of financial position of the group as of June 30, 2014, and the related consolidated statements of profit or loss and other comprehensive income, changes in equity, and cash flows of the group for the period from January 14, 2014 (date of incorporation) to June 30, 2014, and the related notes to the consolidated financial statements.

Directors’ Responsibility for the Consolidated Financial Statements

The directors of the company are responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the group’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by directors, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

(Forward)

1

INDEPENDENT AUDITORS’ REPORT TO THE MEMBERS OF

USG BORAL BUILDING PRODUCTS PTE. LIMITED


Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of USG Boral Building Products Pte. Limited and its subsidiaries as of June 30, 2014, and the results of their operations and their cash flows for the period from January 14, 2014 (date of incorporation) to June 30, 2014 in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.




/s/ DELOITTE
DELOITTE
AF 0080
Chartered Accountants


February 10, 2015

2

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2015 (Unaudited) AND JUNE 30, 2014

 
 

Note
 

2015
 

2014
 
 
 
 
US$’000
 
US$’000
 
 
 
 
Unaudited
 
 

ASSETS
 
 
 
 
 
 
 
 
 
 
 
Current assets
 
 
 
 
 
Cash and cash equivalents
6
 
119,196
 
117,077
Trade and other receivables
7
 
99,273
 
108,589
Prepayments
 
 
3,830
 
4,283
Tax recoverable
 
 
1,616
 
2,695
Derivative financial instruments
8
 
2
 
310
Inventories
9
 
49,881
 
51,494
 
 
 
 
 
 
Total current assets
 
 
273,798
 
284,448
 
 
 
 
 
 
Non-current assets
 
 
 
 
 
Other receivables
7
 
6,691
 
9,902
Property, plant and equipment
10
 
533,093
 
528,689
Intangible assets
11
 
101,550
 
112,136
Goodwill
12
 
421,544
 
444,613
Investment in associates
14
 
51,720
 
54,434
Deferred tax assets
15
 
11,443
 
11,818
 
 
 
 
 
 
Total non-current assets
 
 
1,126,041
 
1,161,592
 
 
 
 
 
 
Total assets
 
 
1,399,839
 
1,446,040
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
 
Current liabilities
 
 
 
 
 
Trade and other payables
16
 
134,867
 
145,295
Provisions
17
 
15
 
641
Loans and borrowings
18
 
24,073
 
23,149
Tax liabilities
 
 
9,301
 
8,030
Derivative financial instruments
8
 
1,807
 
115
 
 
 
 
 
 
Total current liabilities
 
 
170,063
 
177,230

(Forward)

3

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS OF JUNE 30, 2015 (Unaudited) AND JUNE 30, 2014

 
 

Note
 

2015
 

2014
 
 
 
 
US$’000
 
US$’000
 
 
 
 
Unaudited
 
 

 
 
 
 
 
 
Non-current liabilities
 
 
 
 
 
Retirement benefit obligations
19
 
11,068
 
11,575
Provisions
17
 
59
 
42
Loans and borrowings
18
 
43,493
 
50,490
Deferred tax liabilities
15
 
25,747
 
28,425
 
 
 
 
 
 
Total non-current liabilities
 
 
80,367
 
90,532
 
 
 
 
 
 
Capital, reserves and non-controlling interests
 
 
 
 
 
Share capital
20
 
1,022,944
 
1,022,944
Reserves
21
 
(4,419)
 
49,768
Retained earnings
 
 
35,795
 
7,249
 
 
 
 
 
 
Equity attributable to owners of the company
 
 
1,054,320
 
1,079,961
Non-controlling interests
 
 
95,089
 
98,317
 
 
 
 
 
 
Total equity
 
 
1,149,409
 
1,178,278
 
 
 
 
 
 
Total liabilities and equity
 
 
1,399,839
 
1,446,040

















See accompanying notes to the consolidated financial statements.    

4


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME (LOSS)
FOR THE YEAR ENDED JUNE 30, 2015 (Unaudited)
(With comparative figures from the period January 14, 2014 (date of incorporation) to June 30, 2014)


 
 

Note
 

2015
 

2014
 
 
 
 
US$’000
 
US$’000
 
 
 
 
Unaudited
 
 

Revenue
22
 
700,862
 
246,708
Cost of sales
 
 
(530,421)
 
(185,907)
 
 
 
 
 
 
Gross profit
 
 
170,441
 
60,801
 
 
 
 
 
 
Other income
 
 
1,077
 
377
Finance income
 
 
3,132
 
1,780
Distribution expenses
 
 
(36,347)
 
(11,092)
Administrative expenses
 
 
(58,937)
 
(34,284)
Finance costs
23
 
(5,276)
 
(2,664)
Share of loss of associates
14
 
(1,034)
 
(866)
 
 
 
 
 
 
Profit before income tax
 
 
73,056
 
14,052
Income tax expense
24
 
(20,755)
 
(4,869)
 
 
 
 
 
 
Profit for the year
25
 
52,301
 
9,183
 
 
 
 
 
 
Other comprehensive income (loss):
 
 
 
 
 
Items that will not be reclassified subsequently to profit
  or loss:
 
 
 
 
 
Actuarial gain on pension
 
 
121
 
98
 
 
 
 
 
 
Items that may be reclassified subsequently to profit
  or loss:
 
 
 
 
 
Exchange differences on translating foreign operations
 
 
(56,181)
 
15,294
(Losses) Gains on cash flow hedges
 
 
(543)
 
377
 
 
 
 
 
 
Other comprehensive (loss) income for the financial year/period, net of tax
 
 

(56,603)
 

15,769
 
 
 
 
 
 
Total comprehensive (loss) income for the financial year/period
 
 

(4,302)
 

24,952

(Forward)

5

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF PROFIT OR LOSS AND
OTHER COMPREHENSIVE INCOME (LOSS)
FOR THE YEAR ENDED JUNE 30, 2015 (Unaudited)
(With comparative figures from the period January 14, 2014 (date of incorporation) to June 30, 2014)


 
 

Note
 

2015
 

2014
 
 
 
 
US$’000
 
US$’000
 
 
 
 
Unaudited
 
 

Profit attributable to:
 
 
 
 
 
Owners of the company
 
 
46,229
 
7,249
Non-controlling interests
 
 
6,072
 
1,934
 
 
 
 
 
 
 
 
 
52,301
 
9,183
 
 
 
 
 
 
Total comprehensive income (loss) attributable to:
 
 
 
 
 
Owners of the company
 
 
(7,958)
 
22,826
Non-controlling interests
 
 
3,656
 
2,126
 
 
 
 
 
 
 
 
 
(4,302)
 
24,952
























See accompanying notes to the consolidated financial statements.    

6

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED JUNE 30, 2015 (Unaudited)
(With comparative figures from the period January 14, 2014 (date of incorporation) to June 30, 2014)





Share
capital
 

Other capital
reserve
 

Translation reserve
 


Hedging reserve
 


Pension
reserve
 



Retained
earnings
 

Attributable to owners of the company
 


Non -controlling interests
 

Total
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
Balance at July 1, 2014 – Unaudited
1,022,944
 
34,191
 
15,102
 
377
 
98
 
7,249
 
1,079,961
 
98,317
 
1,178,278
Total comprehensive income for the year
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit for the year
-
 
-
 
-
 
-
 
-
 
46,229
 
46,229
 
6,072
 
52,301
Other comprehensive
income (loss) for the year
-
 

-
 
(53,765)
 
(543)
 
121
 
-
 
(54,187)
 
(2,416)
 
(56,603)

Total
-
 
-
 
(53,765)
 
(543)
 
121
 
46,229
 
(7,958)
 
3,656
 
(4,302)
Dividends paid, representing transactions with owners, recognised directly in equity
(Note 26)
-
 
-
 
-
 
-
 
-
 
(17,683)
 
(17,683)
 
(6,884)
 
(24,567)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2015 -Unaudited

1,022,944
 

34,191
 

(38,663)
 

(166)
 

219
 

35,795
 

1,054,320
 
95,089
 

1,149,409






7

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED JUNE 30, 2015 (Unaudited)
(With comparative figures from the period January 14, 2014 (date of incorporation) to June 30, 2014)




Share
capital
 
Other capital
reserve
 

Translation reserve
 

Hedging reserve
 

Pension
reserve
 

Retained
earnings
 
Attributable to owners of the company
 
Non -controlling interests
 

Total
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000

Balance at January 14, 2014
  (date of incorporation) (Note 20)

-

 

-
 

-
 

-
 

-
 

-
 

-
 

-
 

-
Transactions with owners, recognised directly in equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issue of share capital
(Notes 20 & 21)

1,022,944

 

34,191
 
-
 
-
 
-
 
-
 
1,057,135
 
-
 
1,057,135
Acquisition of Subsidiaries
(Note 27)
-

 

-
 

-
 
-
 
-
 
-
 
-
 
100,560
 
100,560
Total comprehensive income for the period
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Profit for the financial period
-

 
-
 
-
 
-
 
-
 
7,249
 
7,249
 
1,934
 
9,183
Other comprehensive income for the financial year
-

 

-
 
15,102
 

377
 
98
 
-
 
15,577
 
192
 
15,769

Total
-

 
-
 
15,102
 
377
 
98
 
7,249
 
22,826
 
2,126
 
24,952
Dividends paid by a subsidiary (Note 26)
-

 
-
 
-
 
-
 
-
 
-
 
-
 
(4,369)
 
(4,369)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at June 30, 2014

$1,022,944

 
34,191
 
15,102
 
377
 
98
 
7,249
 
1,079,961
 
98,317
 
1,178,278
See accompanying notes to the consolidated financial statements.

8

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2015 (Unaudited)
(With comparative figures from the period January 14, 2014 (date of incorporation) to June 30, 2014)
 
 
Note
 
2015
 
2014
 
 
 
 
US$’000
Unaudited
 
US$’000
Operating activities
 
 
 
 
 
Profit for the year/period
 
 
52,301
 
9,183

Adjustments for:
 
 
 
 
 
Income tax expense recognised in profit or loss
 
 
20,755
 
4,869

Share of loss of associates
 
 
1,034
 
866

Depreciation of property, plant and equipment
 
 
38,153
 
6,619

Amortisation of intangible assets
 
 
9,511
 
3,192

Gain on disposal of property, plant and equipment
 
 
(190)
 
(21)

Unrealised foreign exchange loss (gain)
 
 
221
 
(356)

Allowance for doubtful debts
 
 
399
 
1,549

Reversal of allowance for doubtful debts
 
 
(469)
 
(387)

Finance costs
 
 
5,276
 
2,664

Retirement benefits expenses
 
 
4,591
 
1,924

Allowance for inventory obsolescence
 
 
430
 
1749

Reversal of allowance for inventory obsolescence
 
 
(2,485)
 
-

Finance income
 
 
(3,132)
 
(1,780)

 
 
 
 
 
 
Operating cash flows before movements in working capital
 
 
126,395
 
30,071

 
 
 
 
 
 
Inventories
 
 
3,668
 
544

Trade and other receivables
 
 
12,498
 
(25,539
)
Prepayments
 
 
453
 
189

Provisions
 
 
(609)
 
568

Trade and other payables
 
 
(10,428)
 
35,736

 
 
 
 
 
 
Cash generated from operations
 
 
131,977
 
41,569

Income tax (paid) refunded
 
 
(20,708)
 
5,298

Retirement benefit obligations paid
 
 
(2,582)
 
(1,034)

 
 
 
 
 
 
Net cash from operating activities
 
 
108,687
 
45,833

 
 
 
 
 
 
Investing activities
 
 
 
 
 
Interest received
 
 
3,132
 
1,780

Dividends received from associate
 
 
1,680
 
-

Purchase of property, plant and equipment
 
 
(68,651)
 
(14,935)

Additions of intangible assets
 
 
(103)
 
(31)

Cash acquired from acquisition of subsidiaries
27
 
-
 
96,541

Proceeds on disposal of property, plant and equipment
 
 
821
 
2,559

 
 
 
 
 
 
Net cash (used in) from investing activities
 
 
(63,121)
 
85,914

(Forward)

9

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED JUNE 30, 2015 (Unaudited)
(With comparative figures from the period January 14, 2014 (date of incorporation) to June 30, 2014)


 
 
Note
 
2015
 
2014
 
 
 
 
US$’000
 
US$’000
 
 
 
 
Unaudited
 
 

Financing activities
 
 
 
 
 
Interest paid
 
 
(5,276)
 
(2,664)

Repayment of loans and borrowings
 
 
(140,663)
 
(24,527)

Proceeds from loans and borrowings
 
 
135,716
 
13,435

Dividends to a non-controlling interests
 
 
(6,884)
 
(4,369)

Dividends to a owners of the company
 
 
(17,683)
 
-

 
 
 
 
 
 
Net cash used in financing activities
 
 
(34,790)
 
(18,125)

 
 
 
 
 
 
Net increase in cash and cash equivalents
 
 
10,776
 
113,622

 
 
 
 
 
 
Cash and Cash Equivalents at beginning of year/ period
  
 
 
117,077
 
-

Effects of exchange rate changes on the balance of
  cash held in foreign currencies
 
 

(8,657)
 

3,455

 
 
 
 
 
 
Cash and Cash Equivalents at the end of financial
  year/period

6
 

119,196
 

117,077






















See accompanying notes to the consolidated financial statements.

10

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


1
GENERAL

The company (Registration No. 201401466N) is incorporated in Singapore with its principal place of business and registered office at 8 Boon Lay Way, #02-05/06 Tradehub 21, Singapore 609964. The financial statements are expressed in United States Dollars, and all values are rounded to the nearest thousand (US$’000), unless otherwise indicated.

The principal activity of the company is that of an investment holding company.

The group is the leading multi-country plasterboard producer in Asia, with manufacturing sites in China, Thailand, Indonesia, South Korea, Vietnam, India, Malaysia, Philippines and Oman. In addition to plasterboard manufacturing plants, the group also has ceiling tile plants, metal roll forming lines and facilities for the production of jointing compounds and industrial plasters throughout the region, as well as a gypsum mine in Oman and Thailand.

The principal activities of the subsidiaries and associates are disclosed in Note 13 and Note 14 to the consolidated financial statements.

The consolidated financial statements of the group for the year ended June 30, 2015 were authorised for issue by management on February 10, 2016.


2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING - The consolidated financial statements have been prepared in accordance with the historical cost basis, except as disclosed in the accounting policies below, and are drawn up in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standard Board (“IASB”).

Historical cost is generally based on the fair value of the consideration given in exchange for goods and services.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the group takes into account the characteristics of the asset or liability which market participants would take into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for share-based payment transactions that are within the scope of IFRS 2 Shared-based Payments, leasing transactions that are within the scope of IAS 17 Leases, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 Inventories or value in use in IAS 36 Impairment of Assets.

11

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

•
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
•
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
•
Level 3 inputs are unobservable inputs for the asset or liability.


ADOPTION OF NEW AND REVISED STANDARDS -     At the date of authorisation of these consolidated financial statements, the following IFRS and amendments to IFRS that are relevant to the group were issued but not effective:

        
IFRS 9
Financial Instruments 1
IFRS 15
Revenue from Contracts with Customers 1
Amendments to IFRS 10, IFRS 12 and IAS 28
Investment Entities: Applying the Consolidation Exception 2
Amendments to IFRS 10 and IAS 28
Sale or Contribution of Assets between an Investor and its Associates or Joint Venture 2
Amendments to IFRS 11
Accounting for Acquisition of Interest in Joint Operations 2
Amendments to IAS 1
Disclosure Initiative 2
Amendments to IAS 16 and IAS 38
Clarification of Acceptable Methods of Depreciation and Amortisation 2
Amendments to IAS 16 and IAS 41
Agriculture: Bearer Plants 2
Amendments to IAS 27
Equity Method in Separate Financial Statements 2
Amendments to IFRSs
Annual Improvements to IFRSs 2013-2015 Cycle 2


1 
Effective for annual periods beginning on or after January 1, 2018, with earlier application permitted
2    Effective for annual periods beginning on or after January 1, 2017
     

12

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

The directors anticipate that the adoption of the above IFRS and amendments to IFRS in future periods will not have a material impact on the financial statements of the group in the period of their adoption.

BASIS OF CONSOLIDATION - The consolidated financial statements incorporate the financial statements of the company and entities (including structured entities) controlled by the company and its subsidiaries. Control is achieved when the company:

•
Has power over the investee;
•
Is exposed, or has rights, to variable returns from its involvement with the investee; and
•
Has the ability to use its power to affect its returns.

The company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The company considers all relevant facts and circumstances in assessing whether or not the company’s voting rights in an investee are sufficient to give it power, including:

•
The size of the company’s holding of voting rights relative to the size and dispersion of holdings of the other vote holders;
•
Potential voting rights held by the company, other vote holders or other parties;
•
Rights arising from other contractual arrangements; and
•
Any additional facts and circumstances that indicate that the company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders’ meetings.

Consolidation of a subsidiary begins when the company obtains control over the subsidiary and ceases when the company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the period are included in the consolidated statement of profit or loss and other comprehensive income from the date the company gains control until the date when the company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with the group’s accounting policies.

13

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Changes in the group’s ownership interests in existing subsidiaries

Changes in the group’s ownership interests in subsidiaries that do not result in the group losing control over the subsidiaries are accounted for as equity transactions. The carrying amounts of the group’s interests and the non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiaries. Any difference between the amount by which the non-controlling interests are adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the company.

When the group loses control of a subsidiary, a gain or loss is recognised in profit or loss and is calculated as the difference between (i) the aggregate of the fair value of the consideration received and the fair value of any retained interest and (ii) the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any non-controlling interests. All amounts previously recognised in other comprehensive income in relation to that subsidiary are accounted for as if the group had directly disposed of the related assets or liabilities of the subsidiary (i.e. reclassified to profit or loss or transferred to another category of equity as specified/permitted by applicable IFRSs). The fair value of any investment retained in the former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent accounting under IAS 39, when applicable, the cost on initial recognition of an investment in an associate.

BUSINESS COMBINATIONS - Acquisitions of subsidiaries and businesses are accounted for using the acquisition method. The consideration for each acquisition is measured at the aggregate of the acquisition date fair values of assets given, liabilities incurred by the group to the former owners of the acquiree, and equity interests issued by the group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

Where applicable, the consideration for the acquisition includes any asset or liability resulting from a contingent consideration arrangement, measured at its acquisition-date fair value. Subsequent changes in such fair values are adjusted against the cost of acquisition where they qualify as measurement period adjustments (see below). The subsequent accounting for changes in the fair value of the contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or a liability is remeasured at subsequent reporting dates in accordance with IAS 39 Financial Instruments: Recognition and Measurement, or IAS 37 Provisions, Contingent Liabilities and Contingent Assets, as appropriate, with the corresponding gain or loss being recognised in profit or loss.

14

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Where a business combination is achieved in stages, the group’s previously held interests in the acquired entity are remeasured to fair value at the acquisition date (i.e. the date the group attains control) and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss, where such treatment would be appropriate if that interest were disposed of.

The acquiree’s identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under the IFRS are recognised at their fair value at the acquisition date, except that:

•
Deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are recognised and measured in accordance with IAS 12 Income Taxes and IAS 19 Employee Benefits respectively;
•
Liabilities or equity instruments related to share-based payment transactions of the acquiree or the replacement of an acquiree’s share-based payment awards transactions with share-based payment awards transactions of the acquirer in accordance with the method in IFRS 2 Share-based Payment at the acquisition date; and
•
Assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 Non-current Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.

Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the recognised amounts of the acquiree’s identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another IFRS.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see below), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

The measurement period is the period from the date of acquisition to the date the group obtains complete information about facts and circumstances that existed as of the acquisition date and is subject to a maximum of one year from acquisition date.

15

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

FINANCIAL INSTRUMENTS - Financial assets and financial liabilities are recognised on the group’s statement of financial position when the group becomes a party to the contractual provisions of the instrument.

Effective interest method

The effective interest method is a method of calculating the amortised cost of a financial instrument and of allocating interest income or expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts or payments (including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial instrument, or where appropriate, a shorter period. Income and expense is recognised on an effective interest basis for debt instruments.

Financial assets

All financial assets are recognised and de-recognised on a trade date basis where the purchase or sale of an investment is under a contract whose terms require delivery of the investment within the timeframe established by the market concerned, and are initially measured at fair value plus transaction costs, except for those financial assets classified as at fair value through profit or loss which are initially measured at fair value.

Financial assets are classified into the following specified categories: financial assets “at fair value through profit or loss”, “held-to-maturity investments”, “available-for-sale” financial assets and “loans and receivables”. The classification depends on the nature and purpose of financial assets and is determined at the time of initial recognition.

Loans and receivables

Trade and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as “loans and receivables”. Loans and receivables are measured at amortised cost using the effective interest method less impairment. Interest is recognised by applying the effective interest method, except for short-term receivables when the effect of discounting is immaterial.

16


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been impacted.

Objective evidence of impairment could include:
•
Significant financial difficulty of the issuer or counterparty; or
•
Default or delinquency in interest or principal payments; or
•
It becoming probable that the borrower will enter bankruptcy or financial re-organisation.

For certain categories of financial asset, such as trade receivables, assets that are assessed not to be impaired individually are, in addition, assessed for impairment on a collective basis. Objective evidence of impairment for a portfolio of receivables could include the group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 30 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortised cost, the amount of the impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the original effective interest rate.

For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables where the carrying amount is reduced through the use of an allowance account. When a trade receivable is uncollectible, it is written off against an allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

For financial assets measured at amortised cost, if in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment loss was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent the carrying amount of the financial asset at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

17

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

2    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Derecognition of financial assets

The group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the group retains substantially all the risks and rewards of ownership of a transferred financial asset, the group continues to recognise the financial asset and also recognises a collateralized borrowing for the proceeds received.

Financial liabilities and equity instruments

Classification as debt or equity

Financial liabilities and equity instruments issued by the group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.  Equity instruments are recorded at the proceeds received, net of direct issue costs.

Financial liabilities

Financial liabilities are classified as either financial liabilities “at fair value through profit or loss” or other financial liabilities.

Other financial liabilities

Trade and other payables are initially measured at fair value, net of transaction costs, and are subsequently measured at amortised cost, using the effective interest method, with interest expense recognised on an effective yield basis.

Interest-bearing bank loans and overdrafts are initially measured at fair value, and are subsequently measured at amortised cost, using the effective interest method. Any difference between the proceeds (net of transaction costs) and the settlement or redemption of borrowings is recognised over the term of the borrowings in accordance with the group’s accounting policy for borrowing costs (see below).

18

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
    
Derecognition of financial liabilities

The group derecognises financial liabilities when, and only when, the group's obligations are discharged, cancelled or they expire.

Derivative financial instruments and hedge accounting

The group enters into a variety of derivative financial instruments to manage its exposure to foreign exchange rate risk, including foreign exchange forward contracts. Further details of derivative financial instruments are disclosed in Note 8 to the financial statements.

Derivatives are initially recognised at fair value at the date a derivative contract is entered into and are subsequently remeasured to their fair value at the end of each reporting period. The resulting gain or loss is recognised in profit or loss immediately unless the derivative is designated and effective as a hedging instrument, in which event the timing of the recognition in profit or loss depends on the nature of the hedge relationship. The group designates certain derivatives as hedges of foreign currency risk of firm commitments (cash flow hedges).

A derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the instrument is more than 12 months and it is not expected to be realised or settled within 12 months. Other derivatives are presented as current assets or current liabilities.

Hedge accounting

The group designates certain hedging instruments, which include derivatives, embedded derivatives and non-derivatives in respect of foreign currency risk, as cash flow hedges. Hedges of foreign exchange risk on firm commitments are accounted for as cash flow hedges.

At the inception of the hedge relationship the entity documents the relationship between the hedging instrument and hedged item, along with its risk management objectives and its strategy for undertaking various hedge transactions. Furthermore, at the inception of the hedge and on an ongoing basis, the group documents whether the hedging instrument that is used in a hedging relationship is highly effective in offsetting changes in fair values or cash flows of the hedged item.

Cash flow hedge

The effective portion of changes in the fair value of derivatives that are designated and qualify as cash flow hedges are recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss as part of other gains and losses.

19

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)
Amounts recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in the periods when the hedged item is recognised in profit or loss in the same line of the statement of profit or loss and other comprehensive income as the recognised hedged item. However, when the forecast transaction that is hedged results in the recognition of a non-financial asset or a non-financial liability, the gains and losses previously accumulated in equity are transferred from equity and included in the initial measurement of the cost of the asset or liability.

Hedge accounting is discontinued when the group revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any gain or loss accumulated in equity at that time remains in equity and when the forecast transaction is ultimately recognised in profit or loss, such gains and losses are recognised in profit or loss, or transferred from equity and included in the initial measurement of the cost of the asset or liability as described above. When a forecast transaction is no longer expected to occur, the cumulative gain or loss that was accumulated in equity is recognised immediately in profit or loss.

Offsetting arrangements
    
Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when the company and the group has a legally enforceable right to set off the recognised amounts; and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. A right to set-off must be available today rather than being contingent on a future event and must be exercisable by any of the counterparties, both in the normal course of business and in the event of default, insolvency or bankruptcy.

LEASES - Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.
    
The group as lessee

Assets held under finance leases are recognised as assets of the group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance charges and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged directly to profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the group’s general policy on borrowing costs (see below). Contingent rentals are recognised as expenses in the periods in which they are incurred.

20

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Rentals payable under operating leases are charged to profit or loss on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

INVENTORIES - Inventories are stated at the lower of cost and net realisable value. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the inventories to their present location and condition. Cost is calculated using the weighted average method. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.

PROPERTY, PLANT AND EQUIPMENT - Property, plant and equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.

Mineral reserves are depreciated by the unit of productions over the estimated production from mining. Depreciation of other property, plant and equipment is charged so as to write off the cost of assets, other than properties under construction, over their estimated useful lives, using the straight-line method on the following bases:
Leasehold land
50 - 60 years
Buildings
20 - 25 years
Machinery
5 - 25 years
Office equipment, vehicles and fixtures and fittings
5 - 7 years
Office renovation
10 years
Vehicles
3 - 10 years

The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets or, if there is no certainty that the lessee will obtain ownership by the end of the lease term, the asset shall be fully depreciated over the shorter of the lease term and its useful life.

The gain or loss arising on disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

Fully depreciated assets still in use are retained in the financial statements.

21


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

GOODWILL - Goodwill arising in a business combination is recognised as an asset at the date that control is acquired (the acquisition date). Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest (if any) in the entity over net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.

If, after reassessment, the group’s interest in the fair value of the acquiree’s identifiable net assets exceeds the sum of the consideration transferred, the amount of any non-controlling interest in the acquiree and the fair value of the acquirer’s previously held equity interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.

Goodwill is not amortised but is reviewed for impairment at least annually. For the purpose of impairment testing, goodwill is allocated to each of the group’s cash-generating units expected to benefit from the synergies of the combination. Cash-generating units to which goodwill has been allocated are tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit. An impairment loss recognised for goodwill is not reversed in a subsequent period.

On disposal of a subsidiary or the relevant cash generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

INTANGIBLE ASSETS - Intangible assets acquired separately are reported at cost less accumulated amortisation (where they have finite useful lives) and accumulated impairment losses. Intangible assets with finite useful lives are amortised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each annual reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives are not amortised. Each period, the useful lives of such assets are reviewed to determine whether events and circumstances continue to support an indefinite useful life assessment for the asset.
    
        

22


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

IMPAIRMENT OF TANGIBLE AND INTANGIBLE ASSETS EXCLUDING GOODWILL - At the end of each reporting period, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs. Where a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
    
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Where an impairment loss subsequently reverses, the carrying amount of the asset (cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment annually, and whenever there is an indication that the asset may be impaired.

ASSOCIATES - An associate is an entity over which the group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

        

23

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

The results and assets and liabilities of associates are incorporated in these financial statements using the equity method of accounting, except when the investment is classified as held for sale, in which case it is accounted for under IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. Under the equity method, investments in associates are carried in the consolidated statement of financial position at cost as adjusted for post-acquisition changes in the group’s share of the net assets of the associate, less any impairment in the value of individual investments. Losses of an associate in excess of the group’s interest in that associate (which includes any long-term interests that, in substance, form part of the group’s net investment in the associate) are not recognised, unless the group has incurred legal or constructive obligations or made payments on behalf of the associate.

Investments in associates are accounted for using the equity method from the date on which the investee becomes an associate. On acquisition of the investments in associates, any excess of the cost of the investment over the group’s share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the group’s share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the group’s investments in associates. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 Impairment of Assets as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs to sell) with its carrying amount, any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.
        
When the group reduces its ownership interest in an associate but the group continues to use the equity method, the group reclassifies to profit or loss the proportion of the gain or loss that had previously been recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss would be reclassified to profit or loss on the disposal of the related assets or liabilities.

Where a group entity transacts with an associate of the group, profits and losses are eliminated to the extent of the group’s interest in the relevant associate.

PROVISIONS - Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past event, it is probable that the group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

24

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.

When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, the receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

A restructuring provision is recognised when the group has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.

REVENUE RECOGNITION - Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for estimated customer returns, rebates and other similar allowances.

Sale of goods

Revenue from the sale of goods is recognised when all the following conditions are satisfied:
•
The group has transferred to the buyer the significant risks and rewards of ownership of the goods;
•
The group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
•
The amount of revenue can be measured reliably;
•
It is probable that the economic benefits associated with the transaction will flow to the entity; and
•
The costs incurred or to be incurred in respect of the transaction can be measured reliably.

Finance income

Finance income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable.

Dividend income

Dividend income from investments is recognised when the shareholders’ rights to receive payment has been established.

25

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

BORROWING COSTS - Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

RETIREMENT BENEFIT COSTS - Payments to defined contribution retirement benefit plans are charged as an expense as they fall due. Payments made to state-managed retirement benefit schemes in various countries, are dealt with as payments to defined contribution plans where the group’s obligations under the plans are equivalent to those arising in a defined contribution retirement benefit plan.        

For defined benefit retirement benefit plans, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial valuations being carried out at the end of each reporting period. Remeasuement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable) and the return on plan assets (excluding interest), is reflected immediately in the statement of financial position with a charge or credit recognised in other comprehensive income in the period in which they occur. Remeasurement recognised in other comprehensive income is reflected immediately in retained earnings and will not be reclassified to profit or loss. Past service cost is recognised in profit or loss in the period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit liability or asset. Defined benefit costs are categorised as follows:
•
Service cost (including current service cost, past service cost, as well as gains and losses on curtailments and settlements);
•
Net interest expense or income; and
•
Remeasurement.

The group presents the first two components of defined benefit costs in profit or loss. Curtailment gains and losses are accounted for as past service costs.

The retirement benefit obligations recognised in the statement of financial position represents the present value of the defined benefit obligation as adjusted for unrecognised actuarial gains and losses and unrecognised past service cost.  Any surplus resulting from this calculation is limited to the present value of any economic benefits available in the form of refunds from the plans or reductions in future contributions to the plan.

A liability for a termination benefit is recognised at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognises any related restructuring costs.


26

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


2        SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

EMPLOYEE LEAVE ENTITLEMENT - Employee entitlements to annual leave are recognised when they accrue to employees. A provision is made for the estimated liability for annual leave as a result of services rendered by employees up to the end of the reporting period.

INCOME TAX - Income tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the period. Taxable profit differs from profit as reported in the statement of profit and loss and other comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are not taxable or tax deductible. The group’s liability for current tax is calculated using tax rates (and tax laws) that have been enacted or substantively enacted in countries where the company and subsidiaries operate by the end of the reporting period.

Deferred tax is recognised on differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

Deferred tax liabilities are recognised on taxable temporary differences arising on investments in subsidiaries and associates, except where the group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset realised based on the tax rates (and tax laws) that have enacted or substantively enacted by the end of the reporting period.

    

27

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the group intends to settle its current tax assets and liabilities on a net basis.

Current and deferred tax are recognised as an expense or income in profit or loss, except when they relate to items credited or debited outside profit or loss (either in other comprehensive income or directly in equity), in which case the tax is also recognised outside profit or loss (either in other comprehensive income or directly in equity, respectively), or where they arise from the initial accounting for a business combination. In the case of a business combination, the tax effect is taken into account in calculating goodwill or determining the excess of the acquirer’s interest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over cost.
        
FOREIGN CURRENCY TRANSACTIONS AND TRANSLATION - The individual financial statements of each group entity are measured and presented in the currency of the primary economic environment in which the entity operates (its functional currency). The consolidated financial statements of the group are presented in United States Dollars, which is the functional currency of the company and the presentation currency for the group’s consolidated financial statements.

In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency are recorded at the rate of exchange prevailing on the date of the transaction. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at the end of the reporting period. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences arising on the settlement of monetary items, and on retranslation of monetary items are included in profit or loss for the period. Exchange differences arising on the retranslation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the retranslation of non-monetary items in respect of which gains and losses are recognised in other comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also recognised in other comprehensive income.

Exchange differences on foreign currency borrowings relating to assets under construction for future productive use, are included in the cost of those assets when they are regarded as an adjustment to interest costs on those foreign currency borrowings.


28

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Exchange differences on transactions entered into in order to hedge certain foreign currency risks are described in the hedge accounting policies above.

For the purpose of presenting consolidated financial statements, the assets and liabilities of the group’s foreign operations are expressed in United States Dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in a separate component of equity under the header of translation reserve.

On the disposal of a foreign operation (i.e. a disposal of the group’s entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, loss of joint control over a jointly controlled entity that includes a foreign operation, or loss of significant influence over an associate that includes a foreign operation), all of the accumulated exchange differences in respect of that operation attributable to the group are reclassified to profit or loss. Any exchange differences that have previously been attributed to non-controlling interests are derecognised, but they are not reclassified to profit or loss.

In the case of a partial disposal (i.e. no loss of control) of a subsidiary that includes a foreign operation, the proportionate share of accumulated exchange differences are re-attributed to non-controlling interests and are not recognised in profit or loss. For all other partial disposals (i.e. of associates or jointly controlled entities that do not result in the group losing significant influence or joint control), the proportionate share of the accumulated exchange differences is reclassified to profit or loss.

On consolidation, exchange differences arising from the translation of the net investment in foreign entities (including monetary items that, in substance, form part of the net investment in foreign entities), and of borrowings and other currency instruments designated as hedges of such investments, are recognised in other comprehensive income and accumulated in a separate component of equity under the header of translation reserve.

Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.


CASH AND CASH EQUIVALENTS IN THE STATEMENT OF CASH FLOWS - Cash and cash equivalents in the statement of cash flows comprise cash on hand and demand deposits and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of changes in value.

29

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


3
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the group’s accounting policies, which are described in Note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Critical judgements in applying the group’s accounting policies

The directors are of the opinion that there are no instances of application of judgments which are expected to have a significant effect on the amounts recognised in the consolidated financial statements.

Key sources of estimation uncertainty

The key assumptions concerning the future, and other key sources of estimation uncertainty at the end of the reporting period, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

Impairment of intangible assets with indefinite useful lives

The group and the company test the intangible assets with indefinite useful lives annually or more frequently if there are indications that these intangible assets might be impaired.

The group and the company prepare cash flow forecasts derived from the most recent financial budgets approved by directors for the next five years and extrapolates cash flows for the following five years. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. Management estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the cash generating units (CGUs) that the intangible assets with indefinite useful lives are allocated to. The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market. No impairment loss has been recognised for the group and the company based on the above basis.
    




30

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


3
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (cont’d)

Impairment of mineral reserves

Included in mineral reserves of the Group (Note 10) is a new mineral reserve acquired by Boonyavajara Mining Co. Ltd., a wholly-owned subsidiary of the Group, during the financial year which amounted to US$5,554,000 (unaudited) (2014: US$Nil). As of June 30, 2015, the subsidiary is in the process of obtaining all the necessary permissions from the relevant government authorities in Thailand in order to commence the mining operations at the new mine. The amount paid by the said subsidiary is non-refundable.

The subsidiary has obtained certain permissions from the government authorities subsequent to the end of the financial year and is currently awaiting to obtain the remaining permissions. The directors believe that the subsidiary will obtain all the necessary permissions to commence the mining operations at the new mine in the next financial year and no impairment is necessary
    
Depreciation of property, plant and equipment

The cost of property, plant and equipment except for capital work-in-progress, is depreciated on a straight-line basis over the assets’ useful lives. The group reviews the remaining useful lives of property, plant and equipment at the end of each reporting period and ensures consistency with previous estimates and patterns of consumption of the economic benefits that embodies the items in these assets. Changes in useful lives of property, plant and equipment may result in revision of future depreciation charges. The carrying amount of the group’s property, plant and equipment at the end of the reporting period are disclosed in Note 10.
    
Impairment of goodwill

Determining whether goodwill is impaired requires an estimation of the value in use of the cash-generating units to which goodwill has been allocated. The value in use calculation requires the group to estimate the future cash flows expected to arise from the cash-generating unit and a suitable discount rate in order to calculate the present value. The carrying amount of the group’s goodwill as of June 30, 2015 amounted to US$421,544,000 (unaudited) (2014: US$444,613,000). Further details are disclosed in Note 12.
        
Deferred tax assets

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that future taxable profits will be available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Significant directors’ judgement is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future tax planning strategies. As of June 30, 2015 (unaudited) and 2014, the unused tax losses and of the group is disclosed in Note 15.


31

        
USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


3
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (cont’d)

Impairment of trade receivables

The group assesses at the end of each reporting period whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the group considers factors such as the probability of insolvency or significant difficulties of the debtor and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. While the estimation process includes historical data and analysis, there is a significant amount of judgement applied in selecting inputs and analysing the results produced to determine the impairment allowances. The carrying amount of the group’s trade receivables at the end of the reporting period are disclosed in Note 7.

32

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

3
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (cont’d)
        
Allowance for inventories obsolescence

The group’s policy for allowance for inventories obsolescence is based on the aging analysis of inventories and on management’s judgement on the realisability of the inventories. At the end of each reporting period, management is of the opinion that the allowance for inventories obsolescence is adequate and not excessive. The carrying amount of group’s inventories at June 30, 2015 were approximately US$49,881,000 (unaudited) (2014: US$51,494,000), net of allowance for inventories of US$1,815,000 (unaudited) (2014: US$3,972,000).

Retirement benefit obligations

The group’s defined benefit plan is determined based on actuarial valuation. The actuarial valuation involves making assumptions regarding the discount rate, future salary increases and attrition rates. Due to the long term nature of the defined benefit plan, such estimates are subject to significant uncertainty. Information on the actuarial technique and assumptions used are disclosed in Note 19.


4
FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT

(a)
Categories of financial instruments

The following table sets out the financial instruments as at the end of the financial year:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 
Financial assets
 
 
 
 
 
 
 
Loans and receivables:
 
 
 
Trade and other receivables (Note 7)
104,681
 
118,491
Cash and cash equivalents
119,196
 
117,077
Derivative instruments in designated hedge
  accounting

2
 

310


33

Financial liabilities
 
 
 
 
 
 
 
Other financial liabilities:
 
 
 
Trade and other payables
134,867
 
145,295
Loans and borrowings
67,566
 
73,639
Derivative instruments in designated hedge
  accounting

1,807
 

115

34


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


4
FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
            
(b)    Financial risk management policies and objectives

The operations of the group are subject to various financial risks which include foreign currency risk, interest rate risk, credit risk and liquidity risk. The group has taken measures to minimise their exposure to risks and/or costs associated with the financing, investing and operating activities of the group.

The group seeks to minimise the effects of these risks by using derivative financial instruments to hedge risk exposure. The use of financial derivatives is governed by the group’s policies approved by the Board of Directors. Compliance with policies and exposure limits is monitored on an ongoing basis to mitigate risk exposures.


(i)    Foreign exchange risk management

The group transacts business in various foreign currencies. The group’s foreign exchange exposures arise mainly from the exchange rate movement of these foreign currencies against the respective entity’s functional currency.

At the end of the financial year, the significant carrying amounts of monetary assets and monetary liabilities denominated in currencies other than the respective entity’s functional currency are as follows:

 
 
Assets
 
Liabilities
 
 
US$’000
 
US$’000
 
 
 
 
 
 
2015 - Unaudited
 
 
 
 
 
 
 
 
 
United States Dollars
62,362
 
83,018

 
2014
 
 
 
 
 
 
 
 
 
United States Dollars
7,187
 
16,005

            

35

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


4
FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)

(b)    Financial risk management policies and objectives (cont’d)

(i)    Foreign exchange risk management (cont’d)

Foreign currency sensitivity

The following table details the sensitivity analysis of a 10% increase and decrease in the relevant foreign currencies against the functional currency of each group entity. 10% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents the directors’ assessment of the reasonably possible change in foreign exchange rates.

If the relevant foreign currency strengthens/weakens by 10% against the functional currency of each group entity, profit or loss will increase/decrease by:

 
 
Profit or loss
 
Profit or loss
 
 
Increase (decrease)

 
Increase (decrease)
 
 
+10
%
 
– 10%
 
 
US$’000

 
US$’000
 
 
 
 
 
 
2015 - Unaudited
 
 
 
 
 
 
 
 
 
United States Dollars
(2,066)

 
2,066

 
 
Profit or loss
 
Profit or loss
 
 
Increase (decrease)

 
Increase (decrease)
 
 
+10
%
 
– 10%
 
 
US$’000

 
US$’000
 
 
 
 
 
 
2014
 
 
 
 
 
 
 
 
 
United States Dollars
(882)

 
882



36


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


4
FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(b)    Financial risk management policies and objectives (cont’d)

(ii)    Interest rate risk management

The group’s fixed rate borrowings are exposed to a risk of change in their fair value due to changes in interest rates. The group’s variable rate borrowings are exposed to a risk of change in cash flows due to changes in interest rates.

The group adopts a practice to continuously seek alternative banking facilities which provide competitive interest rates to finance and/or refinance its working capital requirement.

Interest rate sensitivity

The sensitivity analyses below have been determined based on the exposure to interest rates for both derivatives and non-derivative instruments at the end of the reporting period and the stipulated change taking place at the beginning of the financial year and held constant throughout the reporting period in the case of instruments that have floating rates. A 100 basis point increase or decrease is used when reporting interest rate risk internally to key management personnel and represents the directors’ assessment of the reasonably possible change in interest rates.

If interest rates had been 100 basis points higher or lower and all other variables were held constant, the group’s profit for the financial period would increase/decrease by US$570,000 as of June 30, 2015 (unaudited) (2014: US$110,000). This is mainly attributable to the group’s exposure to interest rates on its variable rate borrowings.

(iii)    Credit risk management

Credit risk is the risk of a financial loss to the group if a counterparty to a financial instrument fails to meet its contractual obligations. The group’s exposure to credit risk arises principally from its receivables from customers.

Directors have a credit policy in place and the exposure to credit risk is monitored on an ongoing basis. Credit evaluations are performed on all customers requiring credit over a certain amount.


37

As at the end of the financial year, the maximum exposure to credit risk arising from receivables is represented by the carrying amounts in the consolidated statement of financial position.
USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


4
FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)

(b)    Financial risk management policies and objectives (cont’d)

(iii)    Credit risk management (cont’d)

The credit risk on liquid funds and derivative financial instruments is limited because the counterparties are banks with high credit-ratings assigned by international credit-rating agencies.

(iv)    Liquidity risk management

Liquidity risk is the risk that the group will not be able to meet its financial obligations as they fall due. The group’s exposure to liquidity risk arises principally from its various payables, loans and borrowings.

The group maintains a level of cash and cash equivalents and bank facilities deemed adequate by the directors to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they fall due.            


Liquidity and interest risk analysis

Non-derivative financial liabilities

The following tables detail the remaining contractual maturity for non-derivative financial liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the group can be required to pay. The table includes both interest and principal cash flows. The adjustment column represents the possible future cash flows attributable to the instrument included in the maturity analysis which is not included in the carrying amount of the financial liabilities on the consolidated statement of financial position.



38

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

4
FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)
(iv)    Liquidity risk management (cont’d)

Non-derivative financial liabilities (cont’d)    





2015

Weighted
average
effective
interest
   rate  


On demand or within
  1 year  
 



Within
2 to 5 years
 




After
 5 years 
 





Adjustment
 





Total
Unaudited
%
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
 
 
 
 
 
 
 
 
 
 
Non-interest
   bearing

-

134,867
 

-
 

-
 

-
 

134,867
Variable
  interest rate

1.50-11.00

24,291
 

18,070
 

23,498
 

(8,884)
 

56,975
Fixed
  interest rate

2.00-8.00

2,801
 

9,057
 

-
 

(1,267)
 

10,591
 
 
 
 
 
 
 
 
 
 
 
 
 
161,959
 
27,127
 
23,498
 
(10,151)
 
202,433





2014

Weighted
average
effective
interest rate


On demand or within
1 year
 



Within
2 to 5 years
 




After
5 years
 





Adjustment
 





Total
 
%
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
 
 
 
 
 
 
 
 
 
 
Non-interest
   bearing

-

145,295

 

-
 

-
 

-
 

145,295
Variable
  interest rate

1.75-11.00

  27,374

 

37,313
 


 

(7,612)
 

57,075
Fixed
  interest rate

7.00-9.38

1,411

 

7,730
 

8,852
 

(1,429)
 

16,564
 
 
 
 
 
 
 
 
 
 
 
 
 

$174,080

 
45,043
 
8,852
 
(9,041)
 
218,934

39

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


4
FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)

(iv)    Liquidity risk management (cont’d)

Derivative financial liabilities

The following table details the liquidity analysis for derivative financial instruments. The table has been drawn up based on the undiscounted net cash inflows/(outflows) on the derivative instrument that settle on a net basis and the undiscounted gross inflows and (outflows) on those derivatives that require gross settlement. When the amount payable or receivable is not fixed, the amount disclosed has been determined by reference to the projected interest rates as illustrated by the yield curves existing at the end of the financial year.

The following table details the liquidity analysis for derivative financial instruments.



2015
On demand
or within
1 year
 
Within
2 to 5
years
 

After 5
Years
Unaudited
US$’000
 
US$’000
 
US$’000
 
 
 
 
 
 
Gross settled:
 
 
 
 
 
  Foreign exchange
    forward contracts

1,807
 

-
 

-



2014
On demand
or within
1 year
 
Within
2 to 5
years
 

After 5
Years
 
US$’000
 
US$’000
 
US$’000
 
 
 
 
 
 
Gross settled:
 
 
 
 
 
  Foreign exchange
    forward contracts

115
 

-
 

-
 
    

40

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


4
FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)

(v)    Fair value

The group determines fair values of various financial assets and financial liabilities in the following manner

Fair value of financial asset and financial liability that re-measured at fair value on a recurring basis




Financial assets/liabilities
Fair value as at
June 30, 2015 (Unaudited)
 
Fair value hierarchy
 
Valuation technique(s) and key input(s)

 
Significant unobservable input
 
Relationship of unobservable inputs to fair value
Assets US$’000
 
Liabilities US$’000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency
  forward
  contracts

2
 
1,807
 
Level 2
 
Discounted cash flow.
Future cash flows are estimated
  based on forward exchange
  rates (from observable forward
  exchange rates at the end of
  the financial year) and
  contract forward rates,
  discounted at a rate that
  reflects the credit risk of
  various counterparties.
 
N/A
 
N/A
There were no transfers between level 1 and level 2 of the fair value hierarchy during the year.

41

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


4
FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)

(v)    Fair value



Financial assets/liabilities
Fair value as at
June 30, 2014
 
Fair value hierarchy
 
Valuation technique(s) and key input(s)

 
Significant unobservable input
 
Relationship of unobservable inputs to fair value
Assets US$’000
 
Liabilities US$’000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Foreign currency
  forward
  contracts

310
 
115
 
Level 2
 
Discounted cash flow.
Future cash flows are estimated
  based on forward exchange
  rates (from observable forward
  exchange rates at the end of
  the reporting period) and
  contract forward rates,
  discounted at a rate that
  reflects the credit risk of
  various counterparties.
 
N/A
 
N/A

There were no transfers between level 1 and level 2 of the fair value hierarchy during the period.



42

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


4
FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d)

Fair value of the group’s financial assets and financial liabilities that are not measured at fair value on a recurring basis (but fair value disclosures are required)

The carrying amounts of the financial assets and financial liabilities recognised at amortised cost approximate their fair values due to relatively short-term nature or immediate maturity of these financial instruments other than as stated below:

•
Term Loans: As the term loans were obtained from local licensed financial institutions at the prevailing market rate, the carrying value of these financial liabilities approximates its fair value.

(c)
Capital risk management policies and objectives

The group’s objectives when managing capital is to maintain a strong capital base and safeguard the group’s ability to continue as a going concern, so as to maintain investor and creditor confidence and to sustain future development of the business. The directors monitor and are determined to maintain an optimal debt-to-equity ratio that complies with debt covenants.


5
RELATED COMPANY TRANSACTIONS

Compensation of key management personnel

The remuneration of other members of key management during the financial year was as follows:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Salaries and short-term benefits
6,465
 
1,445
Contribution to defined contribution plans
110
 
64
 
 
 
 
 
6,575
 
1,509



    

43


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

6
CASH AND CASH EQUIVALENTS
 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 
Cash at bank
86,148
 
47,961
Deposits placed with licensed banks
33,048
 
69,116
 
 
 
 
Cash and cash equivalents in the consolidated statement
  of cash flows

119,196
 

117,077

The average effective interest rate and maturity of deposits at the end of the year were as follows:
 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 
 
 
 
 
Effective interest rate
1.80
%
 
2.50
%
Maturity days
57

 
40



7
TRADE AND OTHER RECEIVABLES
 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 
Current:
 
 
 
Trade receivables
84,377
 
91,761
Less: Allowance for doubtful debts
(980)
 
(1,255)
 
 
 
 
 
83,397
 
90,506
Other receivables and refundable deposits
15,876
 
18,083
 
 
 
 
 
99,273
 
108,589

        
(Forward)

44

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

7
TRADE AND OTHER RECEIVABLES (cont’d)
 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 
Non-current:
 
 
 
Long-term loans to employees
3,256
 
3,581
Refundable deposits
1,063
 
3,087
Amount due from associate
-
 
539
Club membership
392
 
472
Others
1,980
 
2,223
 
 
 
 
 
6,691
 
9,902

Long-term loans to employees bear interest rates ranging from 2.0% to 6.9% (unaudited) (2014: 2.0% to 6.9%) per annum and are repayable within the next 2 to 20 years (unaudited) (2014: 2 to 20 years).

In 2014, the amount due from associate, which arose mainly from payments on behalf, was interest-free and repayable on demand.

The average credit period on sales of goods is 30 to 90 days (unaudited) (2014: 30 to 90 days). No interest is charged on the outstanding trade receivables.

Trade receivables disclosed above include amounts that are past due at the end of the reporting period for which the group has not recognised an allowance for doubtful debts because there has not been a significant change in credit quality and the amounts are still considered recoverable. The group does not hold any collateral or other credit enhancements over these balances nor does it have a legal right of offset against any amounts owed by the group to the counterparty.
    
The table below is an analysis of trade receivables as at June 30:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 
Not past due and not impaired
50,218
 
51,057
Past due and not impaired
33,719
 
39,449
 
 
 
 
 
83,397
 
90,506

    

45

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


7
TRADE AND OTHER RECEIVABLES (cont’d)

The ageing of these trade receivables are as follows:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Not past due
50,218
 
51,057

Past due 1 - 30 days
17,339
 
19,481

Past due 31 - 90 days
7,980
 
11,737

Past due more than 90 days
7,860
 
8,231

 
 
 
 
 
83,397
 

$90,506


Movement in the allowance for doubtful debts

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

At beginning of year
1,255
 
-
Additions (Note 25)
399
 
1,549
Allowance no longer required (Note 25)
(469)
 
(387)
Effect of foreign currency exchange differences
(205)
 
93
 
 
 
 
At end of year
980
 
1,255

Impaired trade receivables are all past due more than 90 days (unaudited) (2014: 90 days).

In determining the recoverability of a trade receivable, the group considers any change in the credit quality of the trade receivable from the date credit was initially granted up to the end of the reporting date. The directors believe that no further credit provision is required.


 


46

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


8
DERIVATIVE FINANCIAL INSTRUMENTS

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Derivative financial assets:
 
 
 
Foreign currency forward contract
2
 
310
 
 
 
 
Derivative financial liabilities:
 
 
 
Foreign currency forward contract
1,807
 
115

The group utilises currency derivatives to hedge significant future transactions and cash flows. The group is party to a variety of forward foreign exchange contracts in the management of its exchange rate exposures. The instruments purchased are primarily denominated in the currencies of the group’s principal markets.

At the end of the reporting period, the total notional amount of outstanding forward foreign exchange contracts to which the group is committed are as follows.

 
 
Group
 
 
2015
 
2014
 
 
US$’000
Unaudited
 
US$’000
 
 
 
 
 

Forward foreign exchange contracts:
 
 
 
- Buy United States Dollar
-
 
4,358
- Sell United States Dollar
57,275
 
33,050
- Sell Singapore Dollar
1,783
 
1,500
 
 
 
 

These arrangements are designed to address significant exchange exposures and are renewed on a revolving basis as required.

The fair value of currency derivatives that are designated and effective as cash flow hedges amounting to US$543,000 (unaudited) at June 30, 2015 (2014: US$377,000) has been recognised in other comprehensive income.


47


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


8
DERIVATIVE FINANCIAL INSTRUMENTS (cont’d)

The following table details the forward foreign currency contracts outstanding as at the end of the reporting period.
    
Outstanding contracts
as at June 30, 2015 (unaudited)
Average exchange rate
 
Foreign currency
 
Contract value
 

Fair value
Group
 
 
’000
 
US$’000
 
US$’000
 
 
 
 
 
 
 
 
Sell United States Dollar
 
 
 
 
 
 
 
3 to 9 months
 
 
 
 
 
 
 
- Thai Baht
32.92
 
174,619
 

$5,275

 
(126)
 
 
 
 
 
 
 
 
9 to 12 months
 
 
 
 
 
 
 
- Thai Baht
33.64
 
67,670
 

$2,000

 
(10)
- Korean Won
1,086.67
 
54,554,000
 

$50,000

 
(1,616)
 
 
 
 
 
 
 
 
Sell Singapore Dollar
 
 
 
 
 
 
 
3 to 9 months
 
 
 
 
 
 
 
- Thai Baht
24.11
 
43,434
 

$1,337

 
(55)
 
 
 
 
 
 
 
 
9 to 12 months
 
 
 
 
 
 
 
- Thai Baht
25.29
 
15,179
 

$446

 
2

















48





Outstanding contracts
as at June 30, 2014
Average exchange rate
 
Foreign currency
 
Contract value
 

Fair value
Group
 
 
’000
 
US$’000
 
US$’000
 
 
 
 
 
 
 
 
Sell United States Dollar
 
 
 
 
 
 
 
Less than 3 months
 
 
 
 
 
 
 
- Thai Baht
32.10
 
43,498
 

$1,350

 
(1,341)
3 to 7 months
 
 
 
 
 
 
 
- Thai Baht
32.77
 
56,763
 

$1,700

 
(1,750)
- Korean Won
1,017.80
 
30,936,000
 

$30,000

 
(30,497)
 
 
 
 
 
 
 
 
Buy United States Dollar
 
 
 
 
 
 
 
Less than 3 months
 
 
 
 
 
 
 
- Korean Won
1,033.23
 
2,587,547
 

$2,480

 
2,551
- Australian Dollar
0.93
 
1,484
 

$1,373

 
1,395
3 to 7 months
 
 
 
 
 
 
 
- Korean Won
1,029.47
 
528,488
 

$505

 
521



















(Forward)

49


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


8
DERIVATIVE FINANCIAL INSTRUMENTS (cont’d)


Outstanding contracts
as at June 30, 2014
Average exchange rate
 
Foreign currency
 
Contract value
 

Fair value
Group
 
 
’000
 
US$’000
 
US$’000
 
 
 
 
 
 
 
 
Sell Singapore Dollar
 
 
 
 
 
 
 
Less than 3 months
 
 
 
 
 
 
 
- Thai Baht
25.61
 
17,982
 
700
 
(692)
3 to 7 months
 
 
 
 
 
 
 
- Thai Baht
25.84
 
20,760
 
800
 
(799)
 
 
 
 
 
 
 
 


9    INVENTORIES

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 
Raw materials
20,216
 
20,988
Work-in-progress
218
 
694
Finished goods
23,767
 
26,355
Spare parts and other supplies
7,495
 
7,429
 
 
 
 
 
51,696
 
55,466
Less: Allowance for inventories obsolescence
(1,815)
 
(3,972)
 
 
 
 
 
49,881
 
51,494

Recognised in profit or loss:
 
 
 
Inventories recognised as cost of sales
386,307
 
140,285

During the year, the group carried out a review of the allowance on inventories and the review led to the write back of allowance for slow-moving inventories amounting to US$2,485,000 (unaudited) (2014: US$288,000). Previous write-down has been reversed as a result of the sales of these slow-moving inventories subsequent to year end.

50

USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

10
PROPERTY, PLANT AND EQUIPMENT

 



Mineral
reserves and leasehold land
 
 





Buildings
 
 
Machinery,
office equipment, vehicles, fixtures
   and fittings  
 



Properties
under construction
 





Total
 
US$’000
 
 
US$’000
 
 
US$’000
 
US$’000
 
US$’000
 
 
 
 
 
 
 
 
 
 
 
 
Cost
 
 
 
 
 
 
 
 
 
 
 
At January 14, 2014
  (date of incorporation)

-
 
 

-
 
 

-
 

-
 

-
Acquired on acquisition of subsidiaries (Note 27)

120,949
 
 
115,392
 
 
266,998
 
13,963
 
517,302
Additions
-
 
 
559
 
 
6,038
 
8,338
 
14,935
Disposals
-
 
 
(33)
 
 
(7,790)
 
-
 
(7,823)
Reclassification
-
 
 
540
 
 
-
 
(540)
 
-
Transferred to intangible assets
-
 
 
-
 
 
-
 
(31)
 
(31)
Transferred to other receivables
-
 
 
-
 
 
-
 
(75)
 
(75)
Effect of foreign currency exchange differences

1,570
 
 

2,021
 
 

7,726
 

(275)
 

11,042
 
 
 
 
 
 
 
 
 
 
 
 
At June 30, 2014
122,519
 
 
118,479
 
 
272,972
 
21,380
 
535,350

(Forward)

51


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

10
PROPERTY, PLANT AND EQUIPMENT (cont’d)

 

Mineral
reserves
and
leasehold
     land  
 





Buildings
 
Machinery,
office equipment, vehicles, fixtures
   and fittings  
 



Properties
under construction
 





Total
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
Cost
 
 
 
 
 
 
 
 
 
At July 1, 2014 (unaudited)
122,519
 
118,479
 
272,972
 
21,380
 
535,350
Additions
3,768
 
5,672
 
8,761
 
50,761
 
68,962
Disposals
-
 
(11,561)
 
(3,443)
 
(2,053)
 
(17,057)
Reclassification
60,847
 
20,497
 
(30,405)
 
(50,939)
 
-
Transferred to intangible assets
-
 
-
 
-
 
(14)
 
(14)
Transferred to other receivables
(915)
 
-
 
-
 
-
 
(915)
Transferred from other receivables
1,266
 
-
 
-
 
-
 
1,266
Effect of foreign currency exchange
   differences

(6,656)
 

(8,498)
 

(24,325)
 

(1,003)
 

(40,482)
 
 
 
 
 
 
 
 
 
 
At June 30, 2015 (unaudited)
180,829
 
124,589
 
223,560
 
18,132
 
547,110



52


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


10
PROPERTY, PLANT AND EQUIPMENT (cont’d)


 

Mineral
reserves
and
leasehold
    land  
 





Buildings
 
Machinery,
office equipment, vehicles, fixtures
   and fittings  
 



Properties
under construction
 





Total
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
 
 
 
 
 
 
 
 
 
Accumulated depreciation
 
 
 
 
 
 
 
 
 
At January 14, 2014
  (date of incorporation)

-
 

-
 

-
 

-
 

-
Depreciation charge for the period
290
 
1,820
 
4,509
 
-
 
6,619
Disposals
-
 
(2)
 
(5,283)
 
-
 
(5,285)
Effect of foreign currency exchange
   differences

(21)
 

1,318
 

4,030
 

-
 

5,327
 
 
 
 
 
 
 
 
 
 
At June 30, 2014
269
 
3,136
 
3,256
 
-
 
6,661



(forward)

53


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


10
PROPERTY, PLANT AND EQUIPMENT (cont’d)

 

Mineral
reserves
and
leasehold
    land  
 





Buildings
 
Machinery,
office equipment, vehicles, fixtures
   and fittings  
 



Properties
under construction
 





Total
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000

Accumulated depreciation
 
 
 
 
 
 
 
 
 
At July 1, 2014 (unaudited)
269
 
3,136
 
3,256
 
-
 
6,661
Depreciation charge for the year
2,639
 
11,293
 
24,221
 
-
 
38,153
Disposals
-
 
(11,054)
 
(3,352)
 
-
 
(14,406)
Impairment
-
 
-
 
16
 
-
 
16
Reclassification
560
 
27
 
(587)
 
-
 
-
Effect of foreign currency exchange
   differences

(211)
 

(3,402)
 

(12,794)
 

-
 

(16,407)
 
 
 
 
 
 
 
 
 
 
At June 30, 2015 (unaudited)
3,257
 
-
 
10,760
 
-
 
14,017


54


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


10
PROPERTY, PLANT AND EQUIPMENT (cont’d)


 

Mineral
reserves
and
leasehold
    land  
 





Buildings
 
Machinery,
office equipment, vehicles, fixtures
   and fittings  
 



Properties
under construction
 





Total
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
 
 
 
 
 
 
 
 
 
Carrying amount
 
 
 
 
 
 
 
 
 
At June 30, 2015 (unaudited)
177,572
 
124,589
 
212,800
 
18,132
 
533,093
 
 
 
 
 
 
 
 
 
 
At June 30, 2014
122,250
 
115,343
 
269,716
 
21,380
 
528,689


As at June 30, 2015, net book value of the group’s property, plant and equipment held under finance lease arrangements totaled US$471,000 (unaudited)
(2014: US$698,000).



55


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


11
INTANGIBLE ASSETS

 




Software
 


Other
intangible
   assets  
 




Total
 
US$’000
 
US$’000
 
US$’000
 
 
 
 
 
 
Cost
 
 
 
 
 
At January 14, 2014
  (date of incorporation)

-
 

-
 

-
Acquired on acquisition of subsidiaries (Note 27)

1,005
 

114,360
 

115,365
Additions
31
 
-
 
31
Transferred from property, plant and equipment

-
 

31
 

31
Effect of foreign currency
  exchange differences

190
 

(96)
 

94
 
 
 
 
 
 
At June 30, 2014
1,226
 
114,295
 
115,521
Additions
103
 
-
 
103
Transferred from property, plant and equipment

14
 

-
 

14
Effect of foreign currency
exchange differences

(526)
 

(1,134)
 

(1,660)
At June 30, 2015 (unaudited)

817
 

113,161
 

113,978


(Forward)

56



USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


11
INTANGIBLE ASSETS (cont’d)

 




Software
 


Other
intangible
   assets  
 




Total
 
US$’000
 
US$’000
 
US$’000
 
 
 
 
 
 
Accumulated amortisation
 
 
 
 
 
At January 14, 2014
  (date of incorporation)

-
 

-
 

-
Amortisation for the period (Note 25)

114
 

3,078
 

3,192
Effect of foreign currency
  exchange differences

294
 

(101)
 

193
 
 
 
 
 
 
At June 30, 2014
408
 
2,977
 
3,385
Amortisation for the year (Note 25)

275
 

9,236
 

9,511
Effect of foreign currency
exchange differences

(319)
 

(149)
 

(468)
 
 
 
 
 
 
At June 30, 2015 (unaudited)

239
 

12,189
 

12,428
 
 
 
 
 
 
 
 
 
 
 
 
Carrying amount
 
 
 
 
 
At June 30, 2014
943
 
32,559
 
112,136
 
 
 
 
 
 
At June 30, 2015 (unaudited)

578
 

100,972
 

101,550
 
 
 
 
 
 





57


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


11
INTANGIBLE ASSETS (cont’d)

The average remaining amortisation periods for technology intellectual property and distribution network and customer relationships at June 30, 2015 are 10 years and 6 years respectively (unaudited) (2014: 11 years and 7 years respectively). The average remaining amortisation period for software at June 30, 2015 is 4 years (unaudited) (2014: 5 years).

Technology intellectual property is licensed patents and trade secrets used by the group to manufacture and sell plasterboard, joint compound, ceiling tile, ceiling grid and other products.

Distribution network and customer relationship are network distributors through which the group indirectly sells to the end customers by geographical region.

The other intangible assets included above are mainly intangible assets with indefinite useful lives. This mainly consist of product trade names, corporate trade names and license agreements.
    
The carrying amounts of product trade names and corporate trade names at June 30, 2015 are US$13,845,000 (unaudited) (2014: US$13,845,000) and US$5,707,000 (unaudited) (2014: US$5,707,000) respectively. Product trade names and corporate trade names have high brand awareness and are used to market in each geographical region.

The carrying amount of license agreements at June 30, 2015 is US$5,918,000 (unaudited) (2014: US$5,918,000). The license agreements are royalty free license agreements that exist into perpetuity.


12
GOODWILL

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

At beginning of year
444,613
 
-
Arising on acquisition of subsidiaries
-
 
442,637
Effect of foreign currency exchange differences
(23,069)
 
1,976
 
 
 
 
At end of year
421,544
 
444,613

Goodwill acquired in a business combination is allocated, at acquisition, to the cash generating units (CGUs) that are expected to benefit from that business combination. The group tests goodwill for impairment annually or more frequently if there are indications that goodwill might be impaired.


58


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


12
GOODWILL (cont’d)

The group prepares cash flow forecasts derived from the most recent financial budgets approved by directors for the next five years and extrapolates cash flows for the following five years. The key assumptions for the value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. Management estimate discount rates using pre-tax rates that reflect current market assessments of the time value of money and the risks specific to the CGUs. The growth rates are based on industry growth forecasts. Changes in selling prices and direct costs are based on past practices and expectations of future changes in the market. No impairment loss has been recognised for the group based on the above basis.

As at June 30, 2015, any reasonably possible change to the key assumptions applied not likely to cause the recoverable amounts to be below the carrying amounts of the CGUs.

Goodwill has been allocated for impairment testing purposed to the following CGUs:

 
Unaudited
 
 
 
 
Discount

Goodwill
 
Goodwill
 
Growth

Rate

Value
 
Value
 
Rate

Applied

2015
 
2014
CGUs
2015

2015

US$’000
 
US$’000
Korea
2.5
%
11.5
%
24,999
 
162,361
Thailand
2.5
%
12.5
%
267,941
 
112,417
Indonesia
3.5
%
15.5
%
73,518
 
21,771
China
3.0
%
12.5
%
13,107
 
76,774
India
4.5
%
15.5
%
6,657
 
5,089
Malaysia/Singapore
4.0
%
13.5
%
35,322
 
45,235
The Philippines
-

-

-
 
1,333
UAE
-

-

-
 
1,408
Vietnam
-

-

-
 
13,452
Associates
-

-

-
 
4,603
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
421,544
 
444,613

*For 2014, the Group prepares cash flow forecasts derived from the most recent financial budgets approved by directors for the next five years based on an estimated growth rate of 9.2%.
The average rate used to discount the forecast cash flows from the group is 10%.


59



USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

13    INVESTMENT IN SUBSIDIARIES

Details of the company’s subsidiaries at June 30, 2015 (unaudited) and 2014 are as follows:


60



Name of
subsidiary

Country of
incorporation
Proportion of
ownership interest and
voting power held

Principal
Activity
 
 
2015
2014
 
USG Boral Building
  Products Sdn. Bhd.
Malaysia
100%
100%
Investment holding
BGA Holdings Limited
Labuan, Malaysia
100%
100%
Investment holding
South Korean Plasterboard
  Corporation
Labuan, Malaysia
100%
100%
Investment holding
Siamsum Corporation
Labuan, Malaysia
100%
100%
Investment holding
USG Boral Korea Co. Ltd.  (f.k.a. Boral Plasterboard System Co. Ltd.)
South Korea
100%
100%
Manufacturing and trading of building materials
Boral Gypsum
  Korea Co. Ltd. 1
South Korea
-
100%
Manufacturing and trading of building materials
China Plasterboard
  Corporation
British Virgin Islands
100%
100%
Investment holding
Boral Gypsum (Shanghai)
  Co. Ltd.
China
100%
100%
Manufacturing and trading of building materials
Boral Gypsum (Chongqing)
  Co. Ltd.
China
100%
100%
Manufacturing and trading of building materials
Boral Gypsum (Chengdu)
  Co. Ltd.
China
100%
100%
Manufacturing and trading of building materials
Boral Plasterboard (Shanghai) Co. Ltd.
China
96.80%
96.80%
Manufacturing and trading of building materials
Boral Gypsum (Shandong)
  Co. Ltd.
China
100%
100%
Manufacturing and trading of building materials
Boral Management Services
  Shanghai Co. Ltd.
China
100%
100%
Management services
USG Boral Building
  Products India Pvt. Ltd.
India
100%
100%
Manufacturing and trading of building materials
PT Petrojaya Boral
  Plasterboard
Indonesia
100%
100%
Manufacturing and trading of building materials
Boral Plasterboard
  (Malaysia) Sdn. Bhd.
Malaysia
100%
100%
Manufacturing and trading of building materials
Boral Plasterboard
  (Marketing) Sdn. Bhd.
Malaysia
100%
100%
Trading of building materials
Boral Plasterboard
  Philippines Inc.
Philippines
100%
100%
Trading of building materials
    
(Forward)

61


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

13
INVESTMENT IN SUBSIDIARIES (cont’d)


62



Name of
subsidiary

Country of
incorporation
Proportion of
ownership interest and
voting power held

Principal
Activity
 
 
2015
2014
 
Boonyavajara Mining
  Co. Ltd.
Thailand
100%
100%
Mining and trading
Boral Prestia Co. Ltd.

Thailand
100%
100%
Manufacturing and trading of building materials
The Siam Gypsum Industry
  Co. Ltd.
Thailand
71%
71%
Investment holding
The Siam Gypsum Industry
  (Saraburi) Co. Ltd.
Thailand
71%
71%
Manufacturing and trading of building materials
The Siam Gypsum Industry
  (Songkla) Co. Ltd.
Thailand
71%
71%
Manufacturing and trading of building materials
SGI Development Co.Ltd.
Thailand
71%
71%
Trading of building materials
Gypsum Business Limited
Thailand
100%
100%
Dormant
Boral Middle East FZE
UAE
100%
100%
Trading of building materials
Boral Middle East (Dubai)
  L.L.C. 2
UAE
49%
49%
Trading of building materials
USG Boral Gypsum
  Vietnam Co., Ltd.
Vietnam
100%
100%
Manufacturing and trading of building materials
USG Cayman Holdings Ltd
Cayman Islands
100%
100%
Investment holding
USG Asia Pacific Holdings
  Pte Ltd
Singapore
100%
100%
Investment holding
USG ChinaLux S.a.r.l
Luxembourg
100%
100%
Investment holding
USG Manufacturing
  Worldwide Ltd
Cayman Islands
100%
100%
Investment holding
USG Interiors (Far East)
  Sdn Bhd
Malaysia
100%
100%
Manufacturing and trading of building materials
USG Interiors (Malaysia)
  Sdn Bhd
Malaysia
100%
100%
Trading of building materials
USG India Private Limited
India
100%
100%
Manufacturing and trading of building materials
Pacific Interiors Supply
  Pte Ltd
Singapore
100%
100%
Trading of building materials
International Resources Ltd
UAE
100%
100%
Investment holding
Zawawi Gypsum LLC
Oman
55%
55%
Mining and trading of building materials
Zawawi Drywall LLC

Oman
50%
50%
Manufacturing and trading of building materials
(Forward)

63


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


13
INVESTMENT IN SUBSIDIARIES (cont’d)

1 
Merged and consolidated with a related company, USG Boral Korea Co. Ltd.

2 
Although the company owns less than half of the voting rights of Boral Middle East (Dubai) L.L.C., it has the power to appoint and remove the majority of the board of directors and control of this entity is by their board. Consequently, the entity is controlled by the company and is consolidated in these consolidated financial statements


Details of non-wholly owned subsidiaries that have material non-controlling interests

The table below shows details of non-wholly owned subsidiaries of the group that have material non-controlling interests:







Name of subsidiaries


Place of incorporation and principal place of business
Proportion of ownership interests and voting rights held by non-controlling
   interests  
 



Profit (loss) allocated to non-controlling
  interests  
 




Accumulated non-controlling
   interests  
 
 
 
 
 
US$’000
 
US$’000
 
 
2015
2014
 
2015
2014
 
2015
2014
 
 
Unaudited
 
 
Unaudited
 
 
Unaudited
 
The Siam Gypsum
  Industry Co. Ltd. and
  its subsidiaries


Thailand


29%


29%
 


9,052


2,446
 


85,926


86,983
 
 
 
 
 
 
 
 
 
 
Individually immaterial
  subsidiaries with non-
  controlling interests


N/A


N/A


N/A
 


(2,980)


(512)
 


9,163


11,334
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
6,072
1,934
 
95,089
98,317










64


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


13
INVESTMENT IN SUBSIDIARIES (cont’d)

Summarised financial information in respect of the group’s subsidiaries that have material non-controlling interests is set out below. The summarised financial information below represents amounts before intragroup eliminations.

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Current assets

$55,660

 

$51,723

Non-current assets
81,634

 
86,662

 
 
 
 
Current liabilities
(36,431)

 
(41,389)

Non-current liabilities
(3,667)

 
(3,882)

 
 
 
 
Equity attributable to owners of the company
69,009

 
66,111

Non-controlling interests
28,187

 
27,003


Revenue
135,866

 
47,478

Profit for the financial year
31,441

 
22,670

Total comprehensive income for the financial year,
  net of tax

32,168

 

22,975

 
 
 
 
Dividends paid to non-controlling interests
6,884

 
4,369

 
 
 
 
Net cash inflow from operating activities
32,229

 
15,402

Net cash (outflow) inflow from investing activities
(3,151)

 
15,865

Net cash outflow from financing activities
(23,319)

 
(30,911)

 
 
 
 
Net cash inflow

$5,759

 

$356





65



USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


14
INVESTMENT IN ASSOCIATES

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Cost of investment in associates
55,300
 
55,300
Dividends received
(1,680)
 
-
Share of post-acquisition loss
(1,900)
 
(866)
 
 
 
 
 
51,720
 
54,434

Details of the associates are as follows:



Name of
associate

Place of
incorporation and
      operation  
Proportion of
ownership interest and voting power
          held  


Principal
Activity
 
 
2015
2014
 
 
 
Unaudited
 
 
Star-USG Building
  Materials Co. Ltd
China
50%
50%
Manufacturing and trading of building materials
 
 
 
 
 
USG Middle East Ltd
Saudi Arabia
45%
45%
Manufacturing and trading of building materials


Summarised financial information in respect of the group’s associates is set out below:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 


66


Total assets
94,709
 
105,957
Current liabilities
(54,797)
 
(53,643)
 
 
 
 
Net assets
39,912
 
52,314
 
 
 
 
Revenue
80,829
 
29,384
 
 
 
 
Loss for the financial year/period
(2,621)
 
(1,513)
 
 
 
 
Dividend received from associates during the year/period
1,680
 
-

67


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


15
DEFERRED TAX ASSETS (LIABILITIES)

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

At beginning of year
(16,607)
 
-
Assumed at acquisition of subsidiaries
(Charge) Credit to profit or loss for the year (Note 24):
-
 
(18,283)
Property, plant and equipment
326
 
1,967
Retirement benefit obligations
(746)
 
(71)
Others
667
 
397
 

247
 

2,293
Effects of foreign currency exchange differences
2,056
 
(617)



(14,304)
 

(16,607)

Certain deferred tax assets and liabilities have been offset in accordance with the group’s accounting policy. The following is the analysis of the deferred tax balances (after offset) for consolidated statement of financial position purposes:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Deferred tax liabilities
(25,747)
 
(28,425)
Deferred tax assets
11,443
 
11,818



(14,304)
 

(16,607)

Subject to the agreement by the tax authorities, at the end of the reporting period, the group has unutilised tax losses at June 30, 2015 of US$60,497,000 (unaudited) (2014: US$54,329,000) available for offset against future profits. No deferred tax assets have been recognized as of June 30, 2015 (unaudited) and 2014 due to unpredictability of future profit streams.



68


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

15
DEFERRED TAX ASSETS (LIABILITIES) (cont’d)

The deferred tax assets (liabilities) provided in the consolidated financial statements are in respect of the tax effects on the following:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 
Deferred tax assets (before offsetting):
 
 
 
Temporary differences arising from:
 
 
 
Property, plant and equipment
9,793
 
10,205
Provisions and retirement benefit obligations
4,005
 
4,077
 
 
 
 
 
13,798
 
14,282
Offsetting
(2,355)
 
(2,464)
 
 
 
 
Deferred tax assets (after offsetting)
11,443
 
11,818
 
 
 
 
Deferred tax liabilities (before offsetting):
 
 
 
Temporary differences arising from:
 
 
 
Property, plant and equipment
(27,795)
 
(30,241)
Others
(307)
 
(648)
 
 
 
 
 
(28,102)
 
(30,889)
Offsetting
2,355
 
2,464
 
 
 
 
Deferred tax liabilities (after offsetting)
(25,747)
 
(28,425)


16
TRADE AND OTHER PAYABLES

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 
Trade payables
82,855
 
93,019
Other payables and accrued expenses
52,012
 
52,276
 
 
 
 
 
134,867
 
145,295

The average credit period for trade purchases ranges from 30 to 60 days as of June 30, 2015 (unaudited) and June 30, 2014. No interest is charged on the outstanding balances.    

69



USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


17.
PROVISIONS

 
Non-Current Provision
 
Current Provision
 
Site Restoration
 
Restructuring
 
Total
 
Restructuring
 
Litigations
 
Total
 
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 

At January 14, 2014
(date of incorporation)
-
 

-
 
-
 
-
 
-
 
-
Assumed on acquisition of subsidiaries
50
 
-
 
50
 
24
 
41
 
65
Additional provision
   during the period
-
 
-
 
-
 
536
 
45
 
581
Utilisation of provisions
(9)
 
 
 
(9)
 
-
 
-
 
-
Exchange differences
   on translating
   foreign operations
1
 
-
 
1
 
(4)
 
(1)
 
(5)

At June 30, 2014

42
 

-
 

42
 

556
 

85
 

641
 
 
 
 
 
 
 
 
 
 
 
 


    

70


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


17.
PROVISIONS (cont’d)

 
Non-Current Provision
 
Current Provision
 
Site Restoration
 
Restructuring
 
Total
 
Restructuring
 
Litigations
 
Total
 
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 

At July 1, 2014 (unaudited)
42
 
-
 
42
 
556
 
85
 
641
Additional provision
   during the year
-
 
-
 
-
 
-
 
-
 
-
Utilisation of provisions
(5)
 
 
 
(5)
 
(520)
 
(76)
 
(596)
Reclassification
 
 
24
 
24
 
(24)
 
 
 
(24)
Exchange differences
   on translating
   foreign operations
(2)
 
-
 
(2)
 
(5)
 
(1)
 
(6)
At June 30, 2015 (unaudited)
35
 
24
 
59
 
7
 
8
 
15








71


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

18
LOANS AND BORROWINGS
 
 
2015
 
2014
 
 
US$’000
Unaudited
 
US$’000
Current
 
 
 
Unsecured:
 
 
 
  - Term loans
900
 
2,630
  - Revolving credits
15,832
 
8,601
  - Bank overdrafts
2,807
 
11,618
 
 
 
 
Secured:
 
 
 
  - Finance lease payables
254
 
300
  - Bank overdrafts
662
 
-
  - Term loans
3,618
 
-
 
 
 
 
Total current loans and borrowings
24,073
 
23,149
Non-current
 
 
 
Unsecured:
 
 
 
  - Term loans
13,361
 
27,949
 
 
 
 
Secured:
 
 
 
  - Term loans
29,849
 
22,068
  - Finance lease payables
283
 
473
 
 
 
 
Total non-current loans and borrowings
43,493
 
50,490
 
 
 
 
Total loans and borrowings
67,566
 
73,639

The remaining maturities of the loans and borrowings at the end of the reporting period are as follows:
 
 
2015
 
2014
 
 
US$’000
unaudited
 
US$’000
More than 1 year and less than 2 years
-
 
6,231
More than 2 years and less than 5 years
23,075
 
36,108
More than 5 years
20,418
 
8,151
 
 
 
 
 
43,493
 
50,490

Bank overdrafts are repayable on demand.

72


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

18
LOANS AND BORROWINGS (cont’d)

The weighted average interest rates per annum for loans and borrowings at the end of the reporting period are as follows:

 
 
2015
 
2014
 
 
% p.a.
 
% p.a.
 
 
Unaudited
 
 
Term loans
3.77 – 7.00
 
6.30 - 9.80
Revolving credits
1.50 – 6.50
 
1.75 - 6.80
Bank overdrafts
1.80 – 11.00
 
1.77 - 11.00
Finance lease payables
8.00
 
9.20


The secured term loans, revolving credits and bank overdrafts are backed by the corporate guarantees given by the company and the shareholders.

 

Minimum lease payments
 
Present value of minimum lease payments
 

Minimum lease payments
 
Present value of minimum lease payments
 
2015
 
2015
 
2014
 
2014
 
US$’000
 
US$’000
 
US$’000
 
US$’000
 
Unaudited
 
Unaudited
 
 
 
 
Amounts payable under finance leases:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Within one year
294
 
254
 
355
 
300
In the second to fifth years inclusive

305
 

283
 

518
 

473
 
 
 
 
 
 
 
 
 
599
 
537
 
873
 
773
Less: future finance charges

(62)
 

-
 

(100)
 

-
 
 
 
 
 
 
 
 
Present value of lease obligations

537
 

537
 

773
 

773

The Group leased certain motor vehicles under finance leases. The average lease term is 5 years (unaudited) (2014: 5 years). The Group has option to purchase the equipment for a nominal amount at the end of the lease terms. The Group’s obligation under finance lease are secured by the leased assets.

73


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


19
RETIREMENT BENEFIT OBLIGATIONS

The defined benefit plan typically exposes the group to actuarial risks such as longevity risk and salary risk.

Type
Risk
 
 
Longevity risk
The present value of the defined benefits plan liability is calculated by reference to the best estimate of the mortality of plan participants during their employment. An increase in the life expectancy of the plan participants will increase the plan’s liability.
Salary risk
The present value of the defined benefit plan liability is calculated by reference to the future salaries of plan participants. As such, an increase in the salary of the plan participants will increase the plan’s liability.

The most recent actuarial valuation of the plan assets and the present value of the defined benefit obligation were carried out by external actuaries in the respective countries. The present value of the defined benefit obligation and the related current service cost and past service cost, were measured using projected unit credit method.

The principal assumptions used for the purpose of the actuarial valuations were as follows:

 
 
2015
 
2014
 
 
% p.a.
 
% p.a.
 
 
Unaudited
 
 

Discount rate
1.84 - 5.75
 
1.84 - 5.75
Future salary increase
4.50 - 10.00
 
4.50 - 10.00

Movement in the liability recognised in the consolidated statement of financial position:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 


74


At beginning of year
11,575
 
-
Assumed on acquisition of subsidiaries (Note 27)
-
 
10,794
Expense recognised in profit or loss
4,591
 
1,924
Benefits paid
(2,582)
 
(1,034)
Effect of exchange differences
(2,516)
 
(109)
 
 
 
 
At end of year
11,068
 
11,575


75


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


19
RETIREMENT BENEFIT OBLIGATIONS (cont’d)

The amount recognised in the consolidated statement of financial position are analysed as follows:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Present value of unfunded obligation
18,242
 
17,085
Fair value of plan assets
(7,174)
 
(5,510)
 
 
 
 
Net liability arising from retirement benefit obligations
11,068
 
11,575

Reconciliation of the present value of unfunded obligation are as follows:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

At beginning of year
17,085
 
-
Assumed on acquisition of subsidiaries
-
 
15,129
Benefits paid
(2,582)
 
(1,034)
Current service cost
4,054
 
1,745
Interest on obligation
537
 
536
Effect of foreign currency exchange differences
(852)
 
709
 
 
 
 
At end of year
18,242
 
17,085

The amounts recognised in profit or loss are as follows:
    
 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 


76


Current service cost
4,054
 
1,745
Interest on obligation
537
 
179
 
 
 
 
 
4,591
 
1,924



77


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


19
RETIREMENT BENEFIT OBLIGATIONS (cont’d)

Reconciliation in the fair value plan assets are as follows:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Beginning of year
5,510

 
-

Assumed on acquisition of subsidiaries
-

 
4,335

Interest income
2,273

 
357

Effect of foreign currency exchange differences
(609)

 
818

 
 
 
 
End of year

$7,174

 

$5,510



20
SHARE CAPITAL

 
2015
 
2014
 
 
 
 
 
Number of
 
Number of
 
 
 
 
 
shares
 
shares
 
2015
 
2014
 
‘000
 
‘000
 
US$’000
 
US$’000
 
Unaudited
 
 
 
Unaudited
 
 

Issued and fully paid:
 
 
 
 
 
 
 
Ordinary shares:
 
 
 
 
 
 
 
    At beginning of year/
      date of incorporation

1,022,944
 

-
 

1,022,944
 

-
    Issued during the
      financial year/period

-
 

1,022,944
 

-
 

1,022,944
 
 
 
 
 
 
 
 
    At end of year/period
1,022,944
 
1,022,944
 
1,022,944
 
1,022,944
    
Fully paid ordinary shares, which have no par value, carry one vote per share and a right to dividends as and when declared by the company.

The company was incorporated on January 14, 2014 with an issued and paid-up share capital of US$2, comprising 2 ordinary shares.


78


As approved by the directors via an ordinary resolution on February 28, 2014, the issued and paid-up share capital of company was increased from US$2, comprising 2 ordinary shares, to US$1,022,944,002, comprising 1,022,944,002 ordinary shares, by way of issuance of 1,022,944,000 new ordinary shares amounting to US$1,022,944,000 to acquire the subsidiaries as disclosed in Note 27.

79


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


21
RESERVES

Other capital reserve
    
Other capital reserve comprises the fair value reserve amounting to US$34,191,000 as of June 30, 2015 (unaudited) and June 30, 2014, which resulted from the difference between the fair value of assets contributed by Boral Limited and the USG Corporation against the total amount of shares issued to the shareholders.

Translation reserve

The translation reserve comprises foreign currency differences arising from the translation of the financial statements of the group entities to US dollars.

Hedging reserve

The hedging reserve comprises the effective portion of the cumulative net change in the fair value of cash flow hedges related to hedged transactions that have not yet occurred.

Pension reserve

The pension reserve comprised the actuarial gains and losses on pension provision.


22
REVENUE

Revenue of the group relates to sales of plasterboard, ceiling tile, metal stud, compound and plaster, and other products.


23
FINANCE COSTS

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Interest on bank overdrafts and loans
5,049
 
2,568
Other finance cost
227
 
96
 
 
 
 
 
5,276
 
2,664

80


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


24
INCOME TAX EXPENSE

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Current tax:
 
 
 
Singapore
176
 
96
Foreign
20,826
 
7,066
Deferred tax (Note 15)
(247)
 
(2,293)
 
 
 
 
 
20,755
 
4,869
            
Income tax is calculated at 17% of the estimated assessable profit for both for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014. Taxation for other jurisdictions is calculated at the rates prevailing in the relevant jurisdictions.

The total charge for the year can be reconciled to the accounting profit as follows:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Profit before tax
73,056
 
14,052
 
 
 
 
Income tax expense calculated at 17%
12,420
 
2,389
Effects of different tax jurisdiction rates
8,411
 
1,363
Effects of:
  Tax holidays and incentives

(4,122)
 

(1,126)
Expenses not deductible for tax purposes
513
 
531
Deferred tax asset not recognised
326
 
(18)
Recognition of previously unrecognised tax losses
(547)
 
-
Over provision of tax in prior years
(610)
 
-
Withholding tax
4,364
 
1,730
 
 
 
 
 
20,755
 
4,869

81


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


25
PROFIT FOR THE FINANCIAL YEAR

Profit for the financial year has been arrived after charging/(crediting) the following:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

After charging:
 
 
 
Directors’ remuneration
6,054
 
1,159
Other employee benefits
79,528
 
27,625
Defined contribution plan expenses
4,192
 
293
Contribution to defined benefit plan (Note 19)
4,591
 
1,924
Depreciation of property, plant and equipment (Note 10)
38,153
 
6,619
Amortisation of intangible assets (Note 11)
9,511
 
3,192
Allowance on doubtful debts (Note 7)
399
 
1,549
Net foreign exchange loss
221
 
-
Allowance for inventory obsolescence
430
 
1,749
 
 
 
 
After crediting:
 
 
 
Interest income
2,770
 
1,553
Reversal of allowance for doubtful debts (Note 7)
469
 
387
Reversal of allowance for inventory obsolescence
2,485
 
288
Gains on disposal of property, plant and equipment
190
 
21
 
    
26
DIVIDENDS PAID
    
On May 18, 2015, interim dividend of $17.28 per share amounting to US$17,683,000 (unaudited) (2014: US$Nil) was paid to shareholders.    
    
On October 14, 2014 and February 14, 2015, a subsidiary paid dividends amounting to US$6,884,000 (unaudited) (2014: US$4,369,000) to non-controlling interests.    

    
27
ACQUISITION OF SUBSIDIARIES

On February 28, 2014, the group acquired all the subsidiaries as detailed in Note 13 as a result of the joint venture arrangements between USG Corporation, a company incorporated and listed in the United States of America, and Boral Limited, a company incorporated and listed in Australia. This transaction has been accounted for by the acquisition method of accounting.

82



USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.

27
ACQUISITION OF SUBSIDIARIES (cont’d)
    
Assets acquired and liabilities assumed at the date of acquisition of subsidiaries are as follows:
 
US$’000
ASSETS
 
 
 
Current assets
 
Cash and cash equivalents
96,541
Trade and other receivables
80,049
Prepayments
4,472
Tax recoverable
15,857
Derivative financial instruments
312
Inventories
53,787
 
 
Total current assets
251,018
 
 
Non-current assets
 
Property, plant and equipment
517,302
Intangible assets
115,365
Investment in associates
55,300
Deferred tax assets
11,471
Other receivables
7,786
 
 
Total non-current assets
707,224
 
 
Total assets
958,242
 
 
LIABILITIES
 
 
 
Current liabilities
 
Trade and other payables
109,374
Provisions
65
Loans and borrowings
40,687
Income tax payable
7,530
Derivative financial instruments
687
 
 
Total current liabilities
158,343

(Forward)

83



USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


27
ACQUISITION OF SUBSIDIARIES (cont’d)

 
US$’000

Non-current liabilities
 
Retirement benefit obligations
10,794
Provisions
50
Loans and borrowings
44,044
Deferred tax liabilities
29,754
Derivative financial liabilities
199
 
 
Total non-current liabilities
84,841
 
 
Total liabilities
243,184
 
 
Net assets acquired and liabilities assumed
715,058
    
The non-controlling interest in The Siam Gypsum Industry Co. Ltd. and its subsidiaries (29%), Boral Plasterboard (Shanghai) Co., Ltd. (3%), Zawawi Gypsum LLC (45%) and Zawawi Drywall LLC (50%) recognised at the acquisition date were measured by reference to the fair value of the non-controlling interests and amounted to US$88,700,000, US$800,000, US$32,200,000 and (US$21,140,000) respectively. The fair values were estimated by applying an income approach. The following were the key model inputs used in determining the fair values:

•
Assumed discount rate range of 10% to 11%;
•
Assumed long-term sustainable growth rates up to 9.2%; and
•
Assumed adjustments because of the lack of control or lack of marketability that market participants would consider when estimating the fair values of the non-controlling interests.

Goodwill arising on acquisition:    
    
 
US$’000

Consideration transferred
1,057,135
Plus: Non-controlling interests
100,560
Less: Fair value of identifiable net assets acquired
(715,058)
 
 
Goodwill arising on acquisition
442,637


84



USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


27
ACQUISITION OF SUBSIDIARIES (cont’d)

It is not practical to disclose the information of the revenue and profit or loss of the subsidiaries for the financial period ending June 30, 2014 as though the acquisition date for the business combination that occurred during that period had been as of the date of incorporation as the completion of the business combination occurred later than the date of incorporation. Also, it is not practical to obtain the consolidation information of those subsidiaries acquired before the completion of the business combination.


Net cash inflow in acquisition of subsidiaries mainly arose from cash and cash equivalents acquired as below:

 
Group
 
US$’000
 
 
Cash and cash equivalents
96,541

Goodwill arose in the acquisition of subsidiaries because the cost of the combination included a control premium. In addition, the consideration paid for the combination effectively included amounts in relation to the benefit of expected synergies, revenue growth, future market development and the assembled workforce of the subsidiaries. These benefits are not recognised separately from goodwill because they do not meet the recognition criteria for identifiable intangible assets

None of the goodwill arising on these acquisitions is expected to be deductible for tax purposes.


28
OPERATING LEASE COMMITMENTS

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Minimum lease payments under operating leases included
  in the consolidated statement of profit or loss and other
  comprehensive income


$3,207
 


$756
    

85



USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS as of
June 30, 2015 (unaudited) and June 30, 2014 and for the year ended June 30, 2015 (unaudited) and for the period from January 14, 2014 (date of incorporation) through June 30, 2014.


28
OPERATING LEASE COMMITMENTS (cont’d)

At the end of the reporting year, the group has outstanding commitments under non-cancellable operating leases, which fall due as follows:

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Within 1 year
3,540
 
3,207
Within 2 to 5 years
10,512
 
11,088
 
 
 
 
 
14,052
 
14,295

Operating lease payments represent rentals payable by the group for its office premises.  Leases are negotiated for an average term of 3 to 5 years and rentals are fixed for an average of 3 years (unaudited).


29
CAPITAL COMMITMENTS

 
2015
 
2014
 
US$’000
 
US$’000
 
Unaudited
 
 

Commitments for the acquisition of property, plant and
  equipment

38,357
 

16,880


30
COMPARATIVE FIGURE

In 2014, the financial statements covered the financial period from the date of the incorporation on January 14, 2014 to June 30, 2014.


86


USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES


REPORT AND CONSOLIDATED FINANCIAL STATEMENTS


C O N T E N T S


 
PAGE
Independent auditors’ report
1 - 2
 
 
Consolidated statement of financial position
3 - 4
 
 
Consolidated statement of profit or loss and other comprehensive income (loss)
5 - 6
 
 
Consolidated statement of changes in equity
7 - 8
 
 
Consolidated statement of cash flows
9 - 10
 
 
Notes to the consolidated financial statements
11 - 79




















USG BORAL BUILDING PRODUCTS PTE. LIMITED
AND ITS SUBSIDIARIES

(Registration No. 201401466N)

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED JUNE 30, 2015 (UNAUDITED) and FOR THE PERIOD FROM JANUARY 14, 2014 (date of incorporation) THROUGH June 30, 2014



Exhibit










USG Boral Building Products Pty Limited and
Controlled Entities


Full Year Financial Report
30 June 2015


ABN 84 004 231 976


USG Boral Building Products Pty Limited and Controlled Entities


TABLE OF CONTENTS
 
 
 
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
 
 
 


Registered office
Level 3, 40 Mount Street
North Sydney, NSW, 2060

Principal place of business
3 Thackeray Street
Camellia, NSW, 2142


INCOME STATEMENT
USG Boral Building Products Pty Limited and Controlled Entities
 
 
CONSOLIDATED

 
 
2015

2014

For the year ended 30 June
Note
(Unaudited)
A$'000

A$'000

 
 
 
 
 
 
 
 
Revenue
2
426,450

394,762

Cost of Sales
 
(267,787
)
(260,799
)
Gross profit
 
158,663

133,963

 
 
 
 
Selling and distribution expenses
 
(87,823
)
(79,239
)
Administrative expenses
 
(29,951
)
(23,052
)
Other expenses
2
(122
)
(1,664
)
Share of net profit of associates
9
10,472

8,154

 
 
 
 
Profit before net financing costs and income tax expense
 
51,239

38,162

 
 
 
 
Financial income
2
1,498

630

Financial expenses
2
(16
)
(4,367
)
Net financing income/(costs)
 
1,482

(3,737
)
 
 
 
 
Profit before income tax expense
 
52,721

34,425

 
 
 
 
Income tax expense
4
(12,070
)
(5,635
)
Net profit
 
40,651

28,790



The income statement should be read in conjunction with the accompanying notes which form an integral part of the financial statements.


1

STATEMENT OF COMPREHENSIVE INCOME
USG Boral Building Products Pty Limited and Controlled Entities
 
CONSOLIDATED
 
2015

2014

For the year ended 30 June
(Unaudited)
A$'000

A$'000

 
 
 
Net Profit
40,651

28,790

Other comprehensive income
 
 
Items that may be reclassified subsequently to Income Statement:
 
 
Exchange differences on translation of foreign operations and associates taken to equity
(558
)
(401
)
Total comprehensive income
40,093

28,389



The statement of comprehensive income should be read in conjunction with the accompanying notes which form an integral part of the financial statements.

2

BALANCE SHEET
USG Boral Building Products Pty Limited and Controlled Entities
 
 
CONSOLIDATED
 
Note
2015

2014

For the year ended 30 June
 
(Unaudited)
A$'000

A$'000

 
 
 
 
CURRENT ASSETS
 
 
 
Cash and cash equivalents
6
41,154

34,801

Receivables
7
78,665

71,310

Inventories
8
33,933

40,133

Work in progress
8
5,743

6,081

Other current assets
 
5,915

1,736

TOTAL CURRENT ASSETS
 
165,410

154,061

NON-CURRENT ASSETS
 
 
 
Receivables
7
11,750

10,000

Investments accounted for using the equity method
9
27,609

13,261

Property, plant and equipment
10
299,121

302,296

Intangibles
11
49,826

52,464

Deferred tax assets
15
1,092

1,429

TOTAL NON-CURRENT ASSETS
 
389,398

379,450

TOTAL ASSETS
 
554,808

533,511

CURRENT LIABILITIES
 
 
 
Payables
12
49,527

51,103

Loans and borrowings
13
241

291

Income tax payable
14
9,864

3,380

Provisions
16
12,183

13,281

TOTAL CURRENT LIABILITIES
 
71,815

68,055

NON-CURRENT LIABILITIES
Provisions
16
1,169

1,027

TOTAL NON-CURRENT LIABILITIES
 
1,169

1,027

TOTAL LIABILITIES
 
72,984

69,082

NET ASSETS
 
481,824

464,429

EQUITY
 
 
 
Issued capital
17
282,240

282,240

Reserves
18
(734
)
(176
)
Retained earnings
 
200,318

182,365

TOTAL EQUITY
 
481,824

464,429



The balance sheet should be read in conjunction with the accompanying notes which form an integral part of the financial statements.

3

STATEMENT OF CHANGES IN EQUITY
USG Boral Building Products Pty Limited and Controlled Entities
 
CONSOLIDATED
For the year ended 30 June 2015 (Unaudited)
Issued
capital
A$'000

Reserves
A$'000

Retained earnings
A$'000

Total
A$'000

 
 
 
 
 
Balance at 1 July 2014 (unaudited)
282,240

(176
)
182,365

464,429

 
 
 
 
 
Net Profit (unaudited)
—

—

40,651

40,651

 
 
 
 
 
Other comprehensive income (unaudited)
 
 
 
 
Exchange differences on translation of foreign operations and associates take to equity (unaudited)
—

(558
)
—

(558
)
 
 
 
 
 
Total comprehensive income (unaudited)
—

(558
)
40,651

40,093

 
 
 
 
 
Transactions with owners in their capacity as owners
 
 
 
 
Dividends paid (unaudited)
—

—

22,698

22,698

Total transactions with owners in their capacity as owners (unaudited)
—

—

22,698

22,698

 
 
 
 
 
Balance at 30 June 2015 (unaudited)
282,240

(734
)
200,318

481,824


 
CONSOLIDATED
 
Issued capital
A$'000

Reserves
A$'000

Retained earnings
A$'000

Total
A$'000

 
 
 
 
 
Balance at 1 July 2013
13,500

225

153,575

167,300

 
 
 
 
 
Net Profit
—

—

28,790

28,790

 
 
 
 
 
Other comprehensive income (unaudited)
 
 
 
 
Exchange differences on translation of foreign operations and associates take to equity (unaudited)
—

(401
)
—

(401
)
 
 
 
 
 
Total comprehensive income (unaudited)
—

(401
)
28,790

28,389

 
 
 
 
 
Transactions with owners in their capacity as owners
 
 
 
 
Shares issued on capitalisation of intercompany loan
212,500

—

—

212,500

Shares issued on contribution of intellectual property from Boral Limited
8,834

—

—

8,834

Shares issued on acquisition of controlled entities
17,623

—

—

17,623

Shares issued on intellectual property contribution from USG Corporation
29,783

—

—

29,783

Total transactions with owners in their capacity as owners
268,740

—

—

268,740

 
 
 
 
 
Balance at 30 June 2014
282,240

(176
)
182,365

464,429



The statement of changes in equity should be read in conjunction with the accompanying notes which form an integral part of the financial statements.

4

STATEMENT OF CASH FLOWS
USG Boral Building Products Pty Limited and Controlled Entities
 
 
CONSOLIDATED
 
 
2015

2014

For the year ended 30 June
Note
(Unaudited)
A$'000

A$'000

 
 
 
 
CASH FLOWS FROM OPERATING ACTIVITIES
 
 
 
Receipts from customers
 
463,948

429,057

Payments to suppliers and employees
 
(413,411
)
(385,482
)
 
 
50,537

43,575

Dividends received
 
8,000

9,000

Interest received
 
1,498

630

Borrowing costs paid
 
(16
)
(4,367
)
Income taxes paid
 
(5,249
)
(3,653
)
Restructure costs
3
(59
)
(1,481
)
 
 
 
 
NET CASH PROVIDED BY OPERATING ACTIVITIES
25
54,711

43,704

 
 
 
 
CASH FLOWS FROM INVESTING ACTIVITIES
 
 
 
Purchase of property, plant and equipment
 
(17,526
)
(4,246
)
Cash acquired on acquisition of contolled entities
 
—

7,559

Loans to associates
 
(8,216
)
(2,250
)
 
 
 
 
NET CASH (USED IN)/PROVIDED BY INVESTING ACTIVITIES
 
(25,742
)
1,063

 
 
 
 
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid
 
(22,698
)
—

Repayment of borrowings
 
—

(21,258
)
 
 
 
 
NET CASH USED IN FINANCING ACTIVITIES
 
(22,698
)
(21,258
)
 
 
 
 
NET CHANGE IN CASH AND CASH EQUIVALENTS
 
6,271

23,509

Movement in foreign exchange rates on cash held
 
82

(254
)
Cash and cash equivalents at the beginning of the year
 
34,801

11,546

 
 
 
 
Cash and cash equivalents at the end of the year
25
41,154

34,801



The statement of cash flows should be read in conjunction with the accompanying notes which form an integral part of the financial statements.

5
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies


1.1 General information

USG Boral Building Products Pty Limited (the “Company”) is a company limited by shares incorporated and domiciled in Australia. The addresses of its registered office and principal place of business are as follows:
Registered office
Level 3
40 Mount Street
NORTH SYDNEY NSW 2060
Principal place of business
3 Thackeray Street
CAMELLIA NSW 2142


The principal activities of the Group in the course of the financial year were the manufacture, distribution and sale of plasterboard, ceilings, interior linings and associated products.

1.2 Application of new and revised Accounting Standards

1.2.1 Amendments to IFRS and the new interpretation that are mandatorily effective for the current year

In the current year, the Group has applied a number of amendments to IFRSs and a new Interpretation issued by the International Accounting Standards Board that are mandatorily effective for an accounting period that begins on or after 1 July 2014, and therefore relevant for the current year end (unaudited).
‘Amendments to IAS 36 - Recoverable Amount Disclosures for Non-Financial Assets’
 
The amendments to IAS 36 remove the requirement to disclose the recoverable amount of a cash-generating unit (CGU) to which goodwill or other intangible assets with indefinite useful lives had been allocated when there has been no impairment or reversal of impairment of the related CGU. Furthermore, the amendments introduce additional disclosure requirements applicable to when the recoverable amount of an asset or a CGU is measured at fair value less costs of disposal. These new disclosures include the fair value hierarchy, key assumptions and valuation techniques used which are in line with the disclosure required by IFRS 13 ‘Fair Value Measurements’.

The application of these amendments does not have any material impact on the disclosures in the Group's consolidated financial statements.

1.2.2 Standards and interpretations in issue not yet adopted

At the date of authorisation of the financial statements, the Standards and Interpretations that were issued but not yet effective are listed below.


6
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


Standard/Interpretation
Effective for annual reporting periods beginning on or after
Expected to be
initially applied in the financial year ending
IFRS 9 ‘Financial Instruments’, and the relevant amending standards
1 January 2018
30 June 2019
IFRS 15 ‘Revenue from Contracts with Customers’
1 January 2018
30 June 2019
‘Amendments to IFRS 11 - Accounting for Acquisitions of Interests in Joint Operations’
1 January 2016
30 June 2017
‘Amendments to IAS 16 and IAS 38 - Clarification of Acceptable Methods of Depreciation and Amortisation’
1 January 2016
30 June 2017
‘Amendments to IFRSs - Annual Improvements to IFRSs 2012-2014 Cycle’
1 January 2016
30 June 2017

The potential effect of the revised Standards/Interpretations on the Group’s financial statements has not yet been determined.

1.3 Significant accounting policies

1.3.1 Statement of compliance

These financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board.

The financial statements comprise the consolidated financial statements of the Group.

The financial statements were authorised for issue by the directors on 29 January 2016.

1.3.2 Basis of preparation

The consolidated financial statements have been prepared on the basis of historical cost, as explained in the accounting policies below.

Historical cost is generally based on the fair values of the consideration given in exchange for goods and services. All amounts are presented in Australian dollars, unless otherwise noted.

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, regardless of whether that price is directly observable or estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into account the characteristics of the asset or liability if market participants would take those characteristics into account when pricing the asset or liability at the measurement date. Fair value for measurement and/or disclosure purposes in these consolidated financial statements is determined on such a basis, except for leasing transactions that are within the scope of IAS 17, and measurements that have some similarities to fair value but are not fair value, such as net realisable value in IAS 2 ‘Inventories’ or value in use in IAS 36 ‘Impairment of Assets’.


7
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


In addition, for financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

•
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;

•
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and

•
Level 3 inputs are unobservable inputs for the asset or liability.

The financial report are rounded off to the nearest thousand dollars, unless otherwise indicated.

All amounts and references related to the financial statements as of and for the year ended 30 June 2015 are unaudited.

1.3.3 Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities (including structured entities) controlled by the Company and its subsidiaries. Control is achieved when the Company:

•
has power over the investee;

•
is exposed, or has rights, to variable returns from its involvement with the investee; and

•
has the ability to use its power to affect its returns.

The Company reassesses whether or not it controls an investee if facts and circumstances indicate that there are changes to one or more of the three elements of control listed above.

When the Company has less than a majority of the voting rights of an investee, it has power over the investee when the voting rights are sufficient to give it the practical ability to direct the relevant activities of the investee unilaterally. The Company considers all relevant facts and circumstances in assessing whether or not the Company's voting rights in an investee are sufficient to give it power, including:

•
the size of the Company's holding of voting rights relative to the size and dispersion of holdings of the other vote holders;

•
potential voting rights held by the Company, other vote holders or other parties;

•
rights arising from other contractual arrangements; and any additional facts and circumstances that indicate that the Company has, or does not have, the current ability to direct the relevant activities at the time that decisions need to be made, including voting patterns at previous shareholders' meetings.


8
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


Consolidation of a subsidiary begins when the Company obtains control over the subsidiary and ceases when the Company loses control of the subsidiary. Specifically, income and expenses of a subsidiary acquired or disposed of during the year are included in the consolidated income statement from the date the Company gains control until the date when the Company ceases to control the subsidiary.

Profit or loss and each component of other comprehensive income are attributed to the owners of the Company and to the non-controlling interests. Total comprehensive income of subsidiaries is attributed to the owners of the Company and to the non-controlling interests even if this results in the non-controlling interests having a deficit balance.

When necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with the Group's accounting policies.

All intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.

1.3.4 Business combinations

Acquisitions of businesses are accounted for using the acquisition method. The consideration transferred in a business combination is measured at fair value which is calculated as the sum of the acquisition-date fair values of assets transferred by the Group, liabilities incurred by the Group to the former owners of the acquiree and the equity instruments issued by the Group in exchange for control of the acquiree. Acquisition-related costs are recognised in profit or loss as incurred.

At the acquisition date, the identifiable assets acquired and the liabilities assumed are recognised at their fair value, except that:

•
deferred tax assets or liabilities and assets or liabilities related to employee benefit arrangements are recognised and measured in accordance with IAS 12 ‘Income Taxes’ and IAS 19 ‘Employee Benefits’ respectively;

•
liabilities or equity instruments related to share-based payment arrangements of the acquiree or share-based payment arrangements of the Group entered into to replace share-based payment arrangements of the acquiree are measured in accordance with IFRS 2 ‘Sharebased Payment’ at the acquisition date; and

•
assets (or disposal groups) that are classified as held for sale in accordance with IFRS 5 ‘Non-current Assets Held for Sale and Discontinued Operations’ are measured in accordance with that Standard.

Goodwill is measured as the excess of the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree, and the fair value of the acquirer's previously held equity interest in the acquiree (if any) over the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed. If, after reassessment, the net of the acquisition-date amounts of the identifiable assets acquired and liabilities assumed exceeds the sum of the consideration transferred, the amount of any non-controlling interests in the acquiree and the fair value of the acquirer's previously held interest in the acquiree (if any), the excess is recognised immediately in profit or loss as a bargain purchase gain.


9
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


Non-controlling interests that are present ownership interests and entitle their holders to a proportionate share of the entity's net assets in the event of liquidation may be initially measured either at fair value or at the non- controlling interests' proportionate share of the recognised amounts of the acquiree's identifiable net assets. The choice of measurement basis is made on a transaction-by-transaction basis. Other types of non-controlling interests are measured at fair value or, when applicable, on the basis specified in another Standard.

Where the consideration transferred by the Group in a business combination includes assets or liabilities resulting from a contingent consideration arrangement, the contingent consideration is measured at its acquisition-date fair value. Changes in the fair value of the contingent consideration that qualify as measurement period adjustments are adjusted retrospectively, with corresponding adjustments against goodwill. Measurement period adjustments are adjustments that arise from additional information obtained during the ‘measurement period’ (which cannot exceed one year from the acquisition date) about facts and circumstances that existed at the acquisition date.

The subsequent accounting for changes in the fair value of contingent consideration that do not qualify as measurement period adjustments depends on how the contingent consideration is classified. Contingent consideration that is classified as equity is not remeasured at subsequent reporting dates and its subsequent settlement is accounted for within equity. Contingent consideration that is classified as an asset or liability is remeasured at subsequent reporting dates in accordance with IAS 39, or IAS 37 ‘Provisions, Contingent Liabilities and Contingent Assets’, as appropriate, with the corresponding gain or loss being recognised in profit or loss.

Where a business combination is achieved in stages, the Group’s previously held equity interest in the acquiree is remeasured to its acquisition date fair value and the resulting gain or loss, if any, is recognised in profit or loss. Amounts arising from interests in the acquiree prior to the acquisition date that have previously been recognised in other comprehensive income are reclassified to profit or loss where such treatment would be appropriate if that interest were disposed of.

If the initial accounting for a business combination is incomplete by the end of the reporting period in which the combination occurs, the Group reports provisional amounts for the items for which the accounting is incomplete. Those provisional amounts are adjusted during the measurement period (see above), or additional assets or liabilities are recognised, to reflect new information obtained about facts and circumstances that existed as of the acquisition date that, if known, would have affected the amounts recognised as of that date.

1.3.5 Goodwill

Goodwill arising on an acquisition of a business is carried at cost as established at the date of the acquisition of the business (see 1.3.4 above) less accumulated impairment losses, if any.

For the purposes of impairment testing, goodwill is allocated to each of the Group's cash-generating units (or groups of cash-generating units) that is expected to benefit from the synergies of the combination.

A cash-generating unit to which goodwill has been allocated is tested for impairment annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than its carrying amount, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro rata based on the carrying amount of each asset in the unit. Any impairment loss for goodwill is recognised

10
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


directly in profit or loss. An impairment loss recognised for goodwill is not reversed in subsequent periods.

On disposal of the relevant cash-generating unit, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

The Group's policy for goodwill arising on the acquisition of an associate is described at 1.3.6 below.

1.3.6 Investments in associates and joint ventures

An associate is an entity over which the Group has significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the investee but is not control or joint control over those policies.

A joint venture is a joint arrangement whereby the parties that have joint control of the arrangement have rights to the net assets of the joint arrangement. Joint control is the contractually agreed sharing of control of an arrangement, which exists only when decisions about the relevant activities require unanimous consent of the parties sharing control.

The results and assets and liabilities of associates or joint ventures are incorporated in these consolidated financial statements using the equity method of accounting, except when the investment, or a portion thereof, is classified as held for sale, in which case it is accounted for in accordance with IFRS 5. Under the equity method, an investment in an associate or a joint venture is initially recognised in the consolidated balance sheet at cost and adjusted thereafter to recognise the Group's share of the profit or loss and other comprehensive income of the associate or joint venture. When the Group's share of losses of an associate or a joint venture exceeds the Group's interest in that associate or joint venture (which includes any long-term interests that, in substance, form part of the Group's net investment in the associate or joint venture), the Group discontinues recognising its share of further losses. Additional losses are recognised only to the extent that the Group has incurred legal or constructive obligations or made payments on behalf of the associate or joint venture.

An investment in an associate or a joint venture is accounted for using the equity method from the date on which the investee becomes an associate or a joint venture. On acquisition of the investment in an associate or a joint venture, any excess of the cost of the investment over the Group's share of the net fair value of the identifiable assets and liabilities of the investee is recognised as goodwill, which is included within the carrying amount of the investment. Any excess of the Group's share of the net fair value of the identifiable assets and liabilities over the cost of the investment, after reassessment, is recognised immediately in profit or loss in the period in which the investment is acquired.

The requirements of IAS 39 are applied to determine whether it is necessary to recognise any impairment loss with respect to the Group’s investment in an associate or a joint venture. When necessary, the entire carrying amount of the investment (including goodwill) is tested for impairment in accordance with IAS 36 ‘Impairment of Assets’ as a single asset by comparing its recoverable amount (higher of value in use and fair value less costs of disposal) with its carrying amount, Any impairment loss recognised forms part of the carrying amount of the investment. Any reversal of that impairment loss is recognised in accordance with IAS 36 to the extent that the recoverable amount of the investment subsequently increases.


11
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


The Group continues to use the equity method when an investment in an associate becomes an investment in a joint venture or an investment in a joint venture becomes an investment in an associate. There is no re-measurement to fair value upon such changes in ownership interests.

1.3.7 Revenue recognition

1.3.7.1 Sale of goods

Revenue is measured at the fair value of the consideration received or receivable. Revenue is reduced for customer returns, rebates and other similar allowances.

Revenue from the sale of goods is recognised when the goods are delivered and titles have passed. In relation to revenue from supply and install contracts, the majority of the agreed contract price has been recognised as revenue when the contract is substantially complete, pending completion of minor works. The remainder of the agreed contract price is recognised as revenue when those minor works are completed.

Revenue is recognised when all the following conditions are satisfied:

•
the Group has transferred to the buyer the significant risks and rewards of ownership of the goods;

•
the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;

•
the amount of revenue can be measured reliably;

•
it is probable that the economic benefits associated with the transaction will flow to the Group; and

•
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.3.7.2 Dividend and interest income

Dividend income from investments is recognised when the shareholder’s right to receive payment has been established (provided that it is probable that the economic benefits will flow to the Group and the amount of income can be measured reliably).

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

1.3.8 Leasing

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases.


12
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


1.3.8.1 The Group as lessee

Assets held under finance leases are initially recognised as assets of the Group at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the Group’s general policy on borrowing costs (see 1.3.10 below). Contingent rentals are recognised as expenses in the periods in which they are incurred.

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

In the event that lease incentives are received to enter into operating leases, such incentives are recognised as a liability. The aggregate benefit of incentives is recognised as a reduction of rental expense on a straight-line basis, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

1.3.9 Foreign currencies

The individual financial statements of each group entity are presented in the currency of the primary economic environment in which the entity operates (its functional currency). For the purpose of the consolidated financial statements, the results and financial position of each group entity are expressed in Australian dollars (‘$’), which is the functional currency of the Company and the presentation currency for the consolidated financial statements.

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity’s functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Nonmonetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non- monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in profit or loss in the period in which they arise.

For the purpose of presenting these consolidated financial statements, the assets and liabilities of the Group’s foreign operations are translated into Australian dollars using exchange rates prevailing at the end of the reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuated significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity (and attributed to non-controlling interests as appropriate).


13
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


On the disposal of a foreign operation (i.e. a disposal of the Group's entire interest in a foreign operation, or a disposal involving loss of control over a subsidiary that includes a foreign operation, or a partial disposal of an interest in a joint arrangement or an associate that includes a foreign operation of which the retained interest becomes a financial asset), all of the exchange differences accumulated in equity in respect of that operation attributable to the owners of the Company are reclassified to profit or loss.

Goodwill and fair value adjustments to identifiable assets acquired and liabilities assumed through acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the rate of exchange prevailing at the end of each reporting period. Exchange differences arising are recognised in other comprehensive income.

1.3.10 Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred.

1.3.11 Employee benefits

1.3.11.1 Short-term and long-term employee benefits

A liability is recognised for benefits accruing to employees in respect of wages and salaries, annual leave and sick leave in the period the related service is rendered.

Liabilities recognised in respect of short-term employee benefits, are measured at their nominal values using the remuneration rate expected to apply at the time of settlement.

Liabilities recognised in respect of long term employee benefits (i.e. annual leave, long service leave and retirement benefits) are measured as the present value of the estimated future cash outflows to be made by the Group in respect of services provided by employees up to reporting date.

1.3.11.2 Termination benefits

A liability for a termination benefit is recognised at the earlier of when the entity can no longer withdraw the offer of the termination benefit and when the entity recognises any related restructuring costs.

1.3.12 Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

1.3.12.1 Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from profit before tax as reported in the consolidated income statement because of items of income or expense that are taxable or deductible in other years and items that are never taxable or

14
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


deductible. The Group’s current tax is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period.

1.3.12.2 Deferred tax

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities in the consolidated financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences. Deferred tax assets are generally recognised for all deductible temporary differences to the extent that it is probable that taxable profits will be available against which those deductible temporary differences can be utilised. Such deferred tax assets and liabilities are not recognised if the temporary difference arises from the initial recognition (other than in a business combination) of assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. In addition, deferred tax liabilities are not recognised if the temporary difference arises from the initial recognition of goodwill.

Deferred tax liabilities are recognised for taxable temporary differences associated with investments in subsidiaries and associates, and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets arising from deductible temporary differences associated with such investments and interests are only recognised to the extent that it is probable that there will be sufficient taxable profits against which to utilise the benefits of the temporary differences and they are expected to reverse in the foreseeable future.

The carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The measurement of deferred tax liabilities and assets reflects the tax consequences that would follow from the manner in which the Group expects, at the end of the reporting period, to recover or settle the carrying amount of its assets and liabilities.

Deferred tax liabilities and assets are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

1.3.12.3 Current and deferred tax for the year

Current and deferred tax are recognised in profit or loss, except when they relate to items that are recognised in other comprehensive income or directly in equity, in which case the current and deferred tax are also recognised in other comprehensive income or directly in equity, respectively. Where current tax or deferred tax arises from the initial accounting for a business combination, the tax effect is included in the accounting for the business combination.

1.3.12.4 Tax consolidation


15
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


For the purposes of income taxation, USG Boral Building Products Pty Limited and its wholly-owned Australian controlled entities elected to form a tax consolidated group effective 1 March 2014. As a consequence all members of the tax consolidated group are taxed as a single entity. The head entity, USG Boral Building Products Pty Limited and the controlled entities in the tax consolidated group continue to account for their own current and deferred tax amounts. Despite a tax sharing and tax funding agreement not being in place, the tax consolidated group accounts for tax balances as if an agreement is in place.

1.3.13 Property, plant and equipment

Land and buildings held for use in the production or supply of goods or services, or for administrative purposes, are stated in the consolidated balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are performed with sufficient regularity such that the carrying amounts do not differ materially from those that would be determined using fair values at the end of each reporting period.

Freehold land is not depreciated.

Fixtures and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets (other than freehold land and properties under construction) less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at the end of each reporting period, with the effect of any changes in estimate accounted for on a prospective basis.

Assets held under finance leases are depreciated over their expected useful lives on the same basis as owned assets. However, when there is no reasonable certainty that ownership will be obtained by the end of the lease term, assets are depreciated over the shorter of the lease term and their useful lives.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.

1.3.14 Intangible assets

1.3.14.1 Intangible assets acquired separately

Intangible assets with finite lives that are acquired separately are carried at cost less accumulated amortisation and accumulated impairment losses. Amortisation is recognised on a straight-line basis over their estimated useful lives. The estimated useful life and amortisation method are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a prospective basis. Intangible assets with indefinite useful lives that are acquired separately are carried at cost less accumulated impairment losses.

1.3.14.2 Internally-generated intangible assets - research and development expenditure


16
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


Expenditure on research activities is recognised as an expense in the period in which it is incurred.

An internally-generated intangible asset arising from development (or from the development phase of an internal project) is recognised if, and only if, all of the following have been demonstrated:

•
the technical feasibility of completing the intangible asset so that it will be available for use or sale;
•
the intention to complete the intangible asset and use or sell it;
•
the ability to use or sell the intangible asset;
•
how the intangible asset will generate probable future economic benefits;
•
the availability of adequate technical, financial and other resources to complete the development and to use or sell the intangible asset; and
•
the ability to measure reliably the expenditure attributable to the intangible asset during its development.

The amount initially recognised for internally-generated intangible assets is the sum of the expenditure incurred from the date when the intangible asset first meets the recognition criteria listed above. Where no internally- generated intangible asset can be recognised, development expenditure is recognised in profit or loss in the period in which it is incurred.

Subsequent to initial recognition, internally-generated intangible assets are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

1.3.14.3 Intangible assets acquired in a business combination

Intangible assets acquired in a business combination and recognised separately from goodwill are initially recognised at their fair value at the acquisition date (which is regarded as their cost).

Subsequent to initial recognition, intangible assets acquired in a business combination are reported at cost less accumulated amortisation and accumulated impairment losses, on the same basis as intangible assets that are acquired separately.

1.3.14.4 Derecognition of intangible assets

An intangible asset is derecognised on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset are recognised in profit or loss when the asset is derecognised.

1.3.15 Impairment of tangible and intangible assets other than goodwill

At the end of each reporting period, the Group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). When it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the recoverable amount of the cash-generating unit to which the asset belongs. When a reasonable and consistent basis of allocation can be identified, corporate assets are also allocated to individual cash-generating units, or otherwise they are

17
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

Intangible assets with indefinite useful lives and intangible assets not yet available for use are tested for impairment at least annually, and whenever there is an indication that the asset may be impaired.

Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing fair value less the cost of disposal, the estimated future cash flows are discounted to their present value using a post-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

When an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.3.16 Inventories

Inventories are stated at the lower of cost and net realisable value. Costs of inventories are determined on a first- in-first-out basis. Net realisable value represents the estimated selling price for inventories less all estimated costs of completion and costs necessary to make the sale.

1.3.17 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that the Group will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the end of the reporting period, taking into account the risks and uncertainties surrounding the obligation. When a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows (where the effect of the time value of money is material). When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.

1.3.17.1 Restructurings

A restructuring provision is recognised when the Group has developed a detailed formal plan for the restructuring and has raised a valid expectation in those affected that it will carry out the restructuring by starting to implement the plan or announcing its main features to those affected by it. The measurement of a restructuring provision includes only the direct expenditures arising from the

18
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


restructuring, which are those amounts that are both necessarily entailed by the restructuring and not associated with the ongoing activities of the entity.

1.3.18 Financial instruments

Financial assets and financial liabilities are recognised when a group entity becomes a party to the contractual provisions of the instrument.

Financial assets and financial liabilities are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial liabilities (other than financial assets and financial liabilities at fair value through profit or loss) are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at fair value through profit or loss are recognised immediately in profit or loss.

1.3.18.1 Effective interest method

The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

1.3.18.2 Loans and receivables

Trade receivables, loans, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for short-term receivables when the effect of discounting is immaterial.

1.3.18.3 Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows of the investment have been affected.

For all other financial assets, objective evidence of impairment could include:

•
significant financial difficulty of the issuer or counterparty; or
•
breach of contract, such as a default or delinquency in interest or principal payments; or
•
it becoming probable that the borrower will enter bankruptcy or financial re-organisation; or
•
the disappearance of an active market for that financial asset because of financial difficulties.

For certain categories of financial assets, such as trade receivables, assets are assessed for impairment on a collective basis even if they were assessed not to be impaired individually.


19
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


Objective evidence of impairment for a portfolio of receivables could include the Group’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average credit period of 60 days, as well as observable changes in national or local economic conditions that correlate with default on receivables.

For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets that are carried at cost, the amount of the impairment loss is measured as the difference between the asset’s carrying amount and the present value of the estimated future cash flows discounted at the current market rate of return for a similar financial asset. Such impairment loss will not be reversed in subsequent periods.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in profit or loss.

For financial assets measured at amortised cost, if, in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occurring after the impairment was recognised, the previously recognised impairment loss is reversed through profit or loss to the extent that the carrying amount of the investment at the date the impairment is reversed does not exceed what the amortised cost would have been had the impairment not been recognised.

1.3.18.4 Derecognition of financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another party. If the Group neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset, the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise the financial asset and also recognises a collateralised borrowing for the proceeds received.

On derecognition of a financial asset in its entirety, the difference between the asset's carrying amount and the sum of the consideration received and receivable and the cumulative gain or loss that had been recognised in other comprehensive income and accumulated in equity is recognised in profit or loss.

On derecognition of a financial asset other than in its entirety (e.g. when the Group retains an option to repurchase part of a transferred asset), the Group allocates the previous carrying amount of the financial asset between the part it continues to recognise under continuing involvement, and the part it no longer recognises on the basis of the relative fair values of those parts on the date of the transfer. The difference between the carrying amount allocated to the part that is no longer recognised and the sum of the consideration received for the part no longer recognised and any cumulative gain or loss allocated to it that had been recognised in other comprehensive income is recognised in profit or loss. A

20
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


cumulative gain or loss that had been recognised in other comprehensive income is allocated between the part that continues to be recognised and the part that is no longer recognised on the basis of the relative fair values of those parts.

1.3.19 Financial liabilities and equity instruments

1.3.19.1 Classification as debt or equity

Debt and equity instruments are classified as either financial liabilities or as equity in accordance with the substance of the contractual arrangement.

1.3.19.2 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its liabilities. Equity instruments issued by a group entity are recognised at the proceeds received, net of direct issue costs.

Repurchase of the Company’s own equity instruments is recognised and deducted directly in equity. No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the Company’s own equity instruments.

1.3.19.3 Other financial liabilities

Other financial liabilities, including borrowings and trade and other payables, are initially measured at fair value, net of transaction costs.

Other financial liabilities are subsequently measured at amortised cost using the effective interest method, with interest expense recognised on an effective yield basis.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on initial recognition.

1.3.19.4 Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they expire. The difference between the carrying amount of the financial liability derecognised and the consideration paid and payable is recognised in profit or loss.

1.3.20 Goods and services tax

Revenues, expenses and assets are recognised net of the amount of goods and services tax (GST), except:

i.
where the amount of GST incurred is not recoverable from the taxation authority, it is recognised as part of the cost of acquisition of an asset or as part of an item of expense; or

ii.
for receivables and payables which are recognised inclusive of GST.

21
USG Boral Building Products Pty Limited and Controlled Entities

NOTES TO THE FINANCIAL STATEMENTS

1. Significant accounting policies (cont'd)


The net amount of GST recoverable from, or payable to, the taxation authority is included as part of receivables or payables.

Cash flows are included in the statement of cash flows on a gross basis. The GST component of cash flows arising from investing and financing activities which is recoverable from, or payable to, the taxation authority is classified within operating cash flows.

1.4 Key sources of estimation uncertainty

In the application of the Group’s accounting policies, which are described in note 1.3, the directors of the Company are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

Information about the principal areas in which judgement is applied is included in:

•
Note 1.3.14 Intangible assets; and

•
Note 1.3.15 Impairment of tangible and intangible assets other than goodwill.


22
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


 
 
CONSOLIDATED
 
 
2015

2014

For the year ended 30 June
Note
(Unaudited)
A$'000

A$'000

 
 
 
 
2. Profit for the year
 
 
 
REVENUE
 
 
 
Sale of goods
 
426,450

394,762

Total revenue on sale of goods
 
426,450

394,762

 
 
 
 
OTHER EXPENSES
 
 
 
Significant items
3
59

1,481

Net foreign exchange loss
 
14

140

Net loss on sale of assets
 
49

43

Total other expenses
 
122

1,664

 
 
 
 
DEPRECIATION AND AMORTISATION EXPENSES
 
 
 
Buildings
 
2,903

3,097

Plant and equipment
 
11,821

11,649

Leased assets capitalised
 
53

51

Other intangibles
 
2,462

821

Total depreciation and amortisation expenses
 
17,239

15,618

 
 
 
 
NET FINANCING INCOME/(COSTS)
 
 
 
Interest income received or receivable from:
 
 
 
Associated entities
 
585

546

Other parties (cash at bank and bank short-term deposits)
 
913

84

Total interest income
 
1,498

630

 
 
 
 
Interest expense paid or payable to:
 
 
 
Related parties
 
—

4,283

Other parties
 
16

84

Total interest expense
 
16

4,367

 
 
 
 
Net financing income/(costs)
 
1,482

(3,737
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
OTHER CHARGES
 
 
 
Employee benefits expense*
 
73,435

100,966

Operating lease rental charges
 
14,859

13,894

Bad and doubtful debts expense
 
1,458

1,296


* Employee benefits expense includes salaries and wages, defined benefit, defined contribution expenses termination and other entitlements.

23
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


 
 
CONSOLIDATED
 
 
2015

2014

For the year ended 30 June
Note
(Unaudited)
A$'000

A$'000

 
 
 
 
3. Significant items
 
 
 
Net profit includes the following items whose disclosure is relevant in explaining the financial performance of the Group:
 
 
 
 
 
 
 
Organisational restructure costs
(i)
(59
)
(1,481
)
 
 
 
 
Summary of significant items
Loss before tax
 
(59
)
(1,481
)
Income tax benefit
 
18

444

Net significant items
 
(41
)
(1,037
)

(i) Organisational restructure costs
The $59,000 (unaudited) cost incurred during the year was due to redundancy and restructuring costs to simplify business structures and improve operational efficiency largely completed in the prior period
(2014: $1,481,000).


24
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


 
 
CONSOLIDATED
 
 
2015

2014

For the year ended 30 June
 
(Unaudited)
A$'000

A$'000

 
 
 
 
4. Income tax expense
 
 
 
(i) Income tax expense
 
 
 
Current income tax expense
 
12,480

8,806

Deferred income tax expense/(benefit)
 
490

(3,612
)
(Over)/under provision for tax in previous years
 
(900
)
441

Income tax expense attributable to profit
 
12,070

5,635

(ii) Reconciliation of income tax expense to prima facie tax
 
 
 
Income tax expense on profit:
 
 
 
- at Australian tax rate 30% (2014: 30%)
 
15,425

10,275

- at New Zealand tax rate 28% (2014: 28%)
 
365

49

 
 
 
 
Share of associates' net profit
 
(3,142
)
(2,446
)
Restatement of deferred taxes on exit from Boral Limited tax group
 
—

(3,525
)
Other items
 
322

841

Income tax expense on profit
 
12,970

5,194

(Over)/under provision for tax in previous years
 
(900
)
441

Income tax expense attributable to profit
 
12,070

5,635

 
 
 
 
Income tax expense
 
 
 
Income tax expense excluding significant items
 
12,088

6,079

Income tax benefit relating to significant items
3
(18
)
(444
)
Total income tax expense
 
12,070

5,635


(iii) Tax amounts recognised directly in equity
During 2015 (unaudited) there were no deferred tax amounts charged/(credited) directly to equity during the year
(2014: Nil).


25
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


5. Dividends

Dividends recognised by the Group are:
 
Amount
per share

Total amount
A $'000s

Franked amount
per share

Date of payment

2015 (Unaudited)
 
 
 
 
2015 (unaudited)
$
0.02

22,698

$
0.02

18th May, 2015
Total (unaudited)
$
0.02

22,698

$
0.02

 
 
 
 
 
 
2014
 
 
 
 
2014 no dividends paid
—

—

—

—

Total
—

—

—

—


Dividend franking account
The balance of the franking account as at 30 June 2015 is $10,278,953 (unaudited) (2014: $5,133,342) after adjusting for franking credits/(debits) that will arise from:
* the payment of and receipt of dividends;
* the payment/refund of the amount of the current tax liability;

and before taking into account the franking credits associated with the future declaration and payment of dividends subsequent to year end.


26
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


 
CONSOLIDATED
 
2015

2014

 
(Unaudited)
A$'000

A$'000

6. Cash and cash equivalents
 
 
Cash at bank and on hand
41,154

34,801

Total cash and cash equivalents
41,154

34,801


7. Receivables
 
 
Current
 
 
Trade receivables
76,239

71,294

Associated entities
4,187

608

 
80,426

71,902

Less: Allowance for impairment
(1,761
)
(867
)
Total trade receivables
78,665

71,035

 
 
 
Other receivables
 
275

Less: Allowance for impairment
—

—

Total other receivables
—

275

 
 
 
 
 
 

The Group requires all customers to pay in accordance with agreed payment terms. Included in the Group's trade receivables are debtors with a carrying value of $21,210,000 (unaudited) (2014: $17,654,000), which are past due but not impaired. These relate to a number of debtors with no significant change in credit quality or history of default. The ageing analysis is as follows:

Trade receivables - past due 0-60 days
19,172

17,186

Trade receivables - past due > 60 days
2,038

468


Allowance for impairment
An allowance for impairment of trade receivables is raised when there is objective evidence that an individual
receivable is impaired. Indicators of impairment would include significant financial difficulties of the debtor, the probability that the debtor will enter bankruptcy or financial reorganisation and default or delinquency in payments.

The movement in the allowance for impairment in respect to trade receivables during the year was as follows:
Balance at the beginning of the year
(867
)
(669
)
Amounts written off during the year
675

1,098

Increase recognised in income statement
(1,569
)
(1,296
)
Balance at the end of the year
(1,761
)
(867
)

Non-current
Loans to associated entities
11,750

10,000

Less: Allowance for impairment
—

—

Total loans to associated entities
11,750

10,000


27
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities



No amounts owing by associates or included in other receivables were past due as at 30 June 2015 (unaudited) (30 June 2014: nil).

28
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


 
CONSOLIDATED
 
2015

2014

 
(Unaudited)
A$'000

A$'000

8. Inventories and work in progress
 
 
Inventories
Raw materials and consumable stores
6,243

20,838

Finished goods
27,690

19,295

Total inventories
33,933

40,133

Work in progress
Work in progress
5,743

6,081

Total work in progress
5,743

6,081

Work-in-progress is in respect of supply and install contracts. For revenue from supply and install contracts, the majority of the agreed contract price has been recognised as revenue when the contract is substantially complete, pending completion of minor works. The remainder of the agreed contract price is recognised as revenue when those minor works are completed.


29
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


9. Investments accounted for using the equity method
 
 
 
CONSOLIDATED
 
 
 
 
OWNERSHIP
INTEREST
INVESTMENT CARRYING AMOOUNT
Name
Principal
activity
Country of
incorporation
Balance
date
2015
(unaudited)
2014
2015
(unaudited)

2014

 
 
 
 
%
%
A $'000

A $'000

Details of investments in associates
Gypsum Resources Australia Pty Ltd
Trustee Company
Australia
30-Jun
50
50
—

—

Gypsum Resources
Trust *
Manufacturer and distributor of Gypsum products
Australia
31-Mar
50
50
12,015

—

Rondo Building Services Pty Ltd
Rollform systems
Australia
30-Jun
50
50
15,594

13,261

Total investments in associates
27,609

13,261

 
 
 
 
 
 
CONSOLIDATED
 
 
 
 
 
 
2015

2014

 
 
 
 
 
 
(Unaudited)
A$'000

A$'000

Rondo Building Services Pty Ltd
 
 
Movements in carrying value of equity accounted investments
 
 
Balance at the beginning of the year
13,261

13,918

Share of equity accounted profit
10,472

8,154

Dividends received
(8,000
)
(9,000
)
Share of movement in currency reserve
(139
)
189

Balance at the end of the year
15,594

13,261

 
 
 
 
 
 
CONSOLIDATED
 
 
 
 
 
 
2015

2014

 
 
 
 
 
 
(Unaudited)
A$'000

A$'000

Rondo Building Services Pty Ltd
 
 
Movements in carrying value of equity accounted investments - Gypsum Resources Trust
 
 
Balance at the beginning of the year
12,015**

—

Share of equity accounted profit
—

—

Dividends received
—

—

Share of movement in currency reserve
—

—

Balance at the end of the year
12,015

—

* The Company has reviewed its agreement with Gypsum Resources Trust and believe that this should be a joint venture and accounted for as an equity accounted investment.
** This is a loan to the Trust which is considered as part of the investment.

30
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


 
 
 
 
 
 
CONSOLIDATED
 
 
 
 
 
 
2015
2014
 
 
 
 
 
 
(Unaudited)
A$'000
A$'000
9. Investments accounted for using the equity method (continued)
Rondo Building Services Pty Ltd
Summary of performance and financial position of associates
The Group's share of aggregate revenue, profits, assets and liabilities of associates is as follows:
Associates' revenue
209,945

160,858

Associates' profit before income tax expense
30,019

23,274

Associates' income tax expense
(9,075
)
(6,966
)
Associates' net profit
20,944

16,308

The Group's share based on 50% ownership
10,472

8,154

Associates' net assets
 
 
Current assets
74,774

60,052

Non-current assets
17,448

16,182

Total assets
92,222

76,234

Current liabilities
57,607

45,942

Non-current liabilities
2,491

3,770

Total liabilities
60,098

49,712

Net assets
32,124

26,522

The Group's share of net assets based on 50% ownership
16,062

13,261

Share of associates' commitments
 
 
Share of associates' capital expenditure commitments contracted but not provided for:
Not later than one year
1,050

1,242

Share of associates' operating lease commitments payable:
 
 
Not later than one year
3,168

3,320

Later than one year but not later than five years
8,077

9,970

Later than five years
—

150

Total share of associates' operating lease commitments payable
11,245

13,440



31
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


 
 
 
 
 
 
CONSOLIDATED
 
 
 
 
 
 
2015
2014
 
 
 
 
 
 
(Unaudited)
A$'000
A$'000
9. Investments accounted for using the equity method (continued)

Gypsum Resources Trust
Summary of performance and financial position of associates
The Group's share of aggregate revenue, profits, assets and liabilities of associates is as follows:
Associates' revenue
86,895

—

Associates' profit before income tax expense
—

—

Associates' income tax expense
—

—

Associates' net profit
—

—

The Group's share based on 50% ownership
—

—

Associates' net assets
 
 
Current assets
28,280

—

Non-current assets
12,220

—

Total assets
40,500

—

Current liabilities
9,661

—

Non-current liabilities
24,029

—

Total liabilities
33,690

—

Net assets
6,810

—

The Group's share of net assets based on 50% ownership
3,405

—

Share of associates' commitments
 
 
Share of associates' capital expenditure commitments contracted but not provided for:
Not later than one year
—

—

Share of associates' operating lease commitments payable:
 
 
Not later than one year
427

—

Later than one year but not later than five years
1,796

—

Later than five years
3,537

—

Total share of associates' operating lease commitments payable
5,760

—



32
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


 
CONSOLIDATED
 
2015

2,014

 
(Unaudited)
A$'000

A$'000

10. Property, plant and equipment
 
 
Land and buildings
 
 
At cost
147,540

149,004

Less: Accumulated depreciation, amortisation and impairment
(19,922
)
(18,085
)
Total land and buildings net carrying amount
127,618

130,919

Plant and equipment
 
 
At cost
289,249

285,740

Less: Accumulated depreciation and impairment
(117,987
)
(114,657
)
Net carrying amount
171,262

171,083

Leased plant and equipment capitalised
345

345

Less: Accumulated amortisation
(104
)
(51
)
Net carrying amount
241

294

Total plant and equipment net carrying amount
171,503

171,377

Total
299,121

302,296

Reconciliations
 
 
Land and buildings
 
 
Balance at the beginning of the year
130,919

131,631

Additions
1,129

2,385

Other
(1,527
)
—

Depreciation expense
(2,903
)
(3,097
)
Balance at the end of the year
127,618

130,919

Plant and equipment
 
 
Balance at the beginning of the year
171,377

178,207

Additions
16,397

1,861

Acquisitions through business combinations
—

3,146

Disposals
(49
)
(43
)
Other
(4,020
)
—

Foreign exchange movement
(328
)
(94
)
Depreciation expense
(11,874
)
(11,700
)
Balance at the end of the year
171,503

171,377




33
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


 
CONSOLIDATED
 
2015

2014

 
(Unaudited)
A$'000

A$'000

11. Intangibles
 
 
Goodwill
13,859

14,021

Other intangible assets
39,250

39,264

Less: Accumulated amortisation
(3,283
)
(821
)
Other intangible assets net carrying amount
35,967

38,443

Total intangibles net carrying amount
49,826

52,464

Reconciliation of movements in goodwill
 
 
Balance at the beginning of the year
14,021

12,791

Acquisition of entities or operations
—

1,316

Write off of goodwill
(177
)
—

Net foreign currency exchange differences
15

(86
)
Balance at the end of the year
13,859

14,021


Impairment testing for cash generating units containing goodwill
USG Boral Building Products Pty Limited is responsible for the manufacture and distribution of plasterboard and associated products throughout Australia and New Zealand. Sales are made direct to major builders or via a network of retail outlets consisting of wholly owned and independent distributors. For impairment purposes USG Boral Building Products Pty Limited has two Cash Generating Units (CGU): USG Boral Building Products Pty Limited operations in ("Australia") and USG Boral Building Products NZ operations in ("New Zealand").

Key assumptions
The recoverable amount of the CGU has been determined based on its fair value less cost of disposal. The fair value less cost of disposal calculations use post-tax cash flow projections based on financial budgets and plans approved by management. Cash flows are projected over a ten year period to recognise the cyclical nature of the Australian and New Zealand building industry. Cash flows beyond the projection period are extrapolated using a growth rate of 2.25% (unaudited) for Australia and New Zealand. This growth rate does not exceed the long-term average growth rate for the industry in which the CGU operates.

The Company's weighted cost of capital is used as a starting point for determining the discount rate. The post-tax discount rate applied to post-tax cash flows is 10.5% (unaudited) for Australia and 10.75% (unaudited) for New Zealand.
The key assumptions relate to:

- housing starts and market share, plasterboard demand, plasterboard intensity and economic activity in Australia and New Zealand.

These assumptions have been determined with reference to current performance and taking into account external forecasts. Housing starts and plasterboard demand forecasts utilised in the cash flow projections are based on historical experiences.

The recoverable amount of the CGU's based on fair value less cost of disposal exceeds their carrying value as at
30 June 2015 (unaudited).


34
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


Reconciliation of movements in other intangibles

 
CONSOLIDATED
 
2015

2014

 
(Unaudited)
A$'000

A$'000

Balance at the beginning of the year
38,443

—

Acquisition of other intangibles
—

38,617

Acquisition of entities or operations
 
667

Amortisation expense
(2,462
)
(821
)
Net foreign currency exchange differences
(14
)
(20
)
Balance at the end of the year
35,967

38,443


Other intangible assets

Other intangible assets relate predominantly to Intellectual Property. Where appropriate, other intangible assets are amortised at rates from 5% to 20% (unaudited) with Intellectual Property being amortised over 11.4 years (unaudited). Amortisation expense is included in depreciation and amortisation as disclosed in note 2.

 
CONSOLIDATED
 
2015
(Unaudited)

2014

A$'000

A$'000

12. Payables
 
 
Current
 
 
Trade creditors
43,295

46,856

Due to other related parties
2,076

2,026

Due to associated entities
4,156

2,221

Total payables
49,527

51,103


13. Loans and borrowings
 
 
Current
 
 
Finance lease liabilities
241

291

Total loans and borrowings
241

291



 
CONSOLIDATED
 
2015

2014

 
(Unaudited)
A$'000

A$'000

14. Income tax payable
 
 
Current
 
 
Current tax payable
9,834

3,380



35
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


USG Boral Building Products Pty Limited and its 100% owned Australian resident subsidiaries formed a tax consolidated group with effect from 1 March 2014. USG Boral Building Products Pty Limited is the head entity of the tax consolidated group.

15. Deferred tax assets and liabilities
Recognised deferred tax balances
 
 
Deferred tax asset
5,065

5,142

Deferred tax liability
(3,973
)
(3,713
)
Net deferred tax assets
1,092

1,429


MOVEMENT IN TEMPORARY DIFFERENCES DURING THE YEAR
 
CONSOLIDATED
As at 30 June 2015 (Unaudited)
Balance at
beginning of
year
A$'000

Recognised
in income
A$'000

Other
movement
A$'000

Balance at
end
of year
A$'000

 
 
 
 
 
Receivables (unaudited)
260

268

—

528

Inventories (unaudited)
(1,141
)
(183
)
—

(1,324
)
Property, plant and equipment (unaudited)
(2,400
)
(231
)
(18
)
(2,649
)
Provisions (unaudited)
4,698

(354
)
—

4,344

Other (unaudited)
12

10

171

193

Net deferred tax assets (unaudited)
1,429

(490
)
153

1,092

 
CONSOLIDATED
As at 30 June 2014
Balance at
beginning of
year
A$'000

Recognised
in income
A$'000

Other
movement
A$'000

Balance at
end
of year
A$'000

 
 
 
 
 
Receivables
200

60

—

260

Inventories
(1,105
)
(11
)
(25
)
(1,141
)
Deposits and prepayments
7

(7
)
—

—

Property, plant and equipment
(4,723
)
2,948

(625
)
(2,400
)
Provisions
4,087

611

—

4,698

Other
173

11

(172
)
12

Net deferred tax assets
(1,361
)
3,612

(822
)
1,429





36
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


 
CONSOLIDATED
 
2015

2014

 
(Unaudited)
A$'000

A$'000

16. Provisions
 
 
Current
 
 
Employee benefits
11,830

11,282

Remediation
45

519

Claims
308

1,480

Total current provisions
12,183

13,281

Non-current
 
 
Employee benefits
1,079

928

Other
90

99

Total non-current provisions
1,169

1,027


Remediation
Provisions are raised where there is a likelihood that site remediation costs will be incurred and the costs can be reliably measured.

Claims
Provisions are raised for liabilities arising from the ordinary course of business, in relation to claims against the Group, including insurance, legal and other claims. Where recoveries are expected in respect of such claims, these are included in other receivables.

 
CONSOLIDATED
 
2015

2014

Reconciliations

(Unaudited)
A$'000

A$'000

 
 
 
Remediation
 
 
Balance at the beginning of the year
519

478

Provisions made/(released) during the year
(474
)
41

Balance at the end of the year
45

519

Claims
 
 
Balance at the beginning of the year
1,480

1,307

Provisions made/(released) during the year
(1,172
)
173

Balance at the end of the year
308

1,480

Other
 
 
Balance at the beginning of the year
99

115

Provisions made during the year
(9
)
(16
)
Balance at the end of the year
90

99




37
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


 
CONSOLIDATED
 
2015

2014

 
(Unaudited)
A$'000

A$'000

 
 
 
17. Issued capital
 
 
Issued and paid up capital
 
 
1,022,944,002 (unaudited) (2014:1,022,944,002) ordinary shares, fully paid
282,240

282,240

Movements in ordinary issued capital
 
 
Balance at the beginning of the year
282,240

13,500

In 2014, 936,432,651 shares issued on capitalisation of intercompany loan
 
 
($212,500,000) and contribution of intellectual property from Boral Limited
($8,834,000).
—

221,334

In 2014, 29,226,971 shares issued on acquisition of controlled entities.
—

17,623

In 2014, 50,534,377 shares issued on intellectual property contribution from
USG Corporation.
—

29,783

Balance at the end of the year
282,240

282,240


Holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to one vote per share at shareholders' meetings.

In the event of a winding up of USG Boral Building Products Pty Limited ordinary shareholders rank after creditors and are fully entitled to any proceeds of liquidation.

 
CONSOLIDATED
 
2015

2014

 
(Unaudited)
A$'000

A$'000

 
 
 
18. Reserves
 
 
Foreign currency translation reserve
(734
)
176

Total foreign currency translation reserve
(734
)
(176
)
 
 
 
Reconciliations
 
 
Foreign currency translation reserve
Balance at the beginning of the year
(176
)
225

Loss on translation of assets and liabilities of oversees entities
(558
)
(401
)
Balance at the end of the year
(734
)
(176
)

Nature and purpose of reserves

Foreign currency translation reserve

The translation reserve comprises all foreign exchange differences arising from the translation of the financial statements of foreign operations where their functional currency is different to the presentation currency of the Group.


38
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


19. Contingent liabilities (unaudited as and for the period ended 30 June 2015)

There are no contingent liabilities and contingent assets provided for/ recognised during the year as the probability of future payments/receipts are considered remote.

A number of sites within the Group have been identified as contaminated, generally as a result of prior activities conducted at the sites, and review and appropriate implementation of clean-up requirements for these is ongoing. For sites where the requirements can be assessed, estimated clean-up costs have been expensed or provided for. For some sites, the requirements cannot be reliably assessed at this stage.

The Company is subject to various lawsuits and claims in the ordinary course of business.

The Company is the subject of periodic information requests, investigations and audit activity by the Australian
Taxation Office (ATO).

The Company has considered all of the above claims and, where appropriate, sought independent advice and believes it holds appropriate provisions.

 
CONSOLIDATED
 
2015

2014

 
(Unaudited)
A $'000

A$'000

20. Commitments
 
 
Capital expenditure commitments
 
Contracted but not provided for are payable as follows:
Not later than one year
1,805

1,105

Later than one year but not later than five years
—

—

Later than five years
—

—

Total capital expenditure commitments
1,805

1,105

The capital expenditure commitments are in respect of the purchase of plant and equipment.
 
 
 
 
 
Operating leases
Lease commitments in respect of operating leases are payable as follows:
Not later than one year
10,117

10,515

Later than one year but not later than five years
13,329

16,589

Later than five years
183

3,716

Total operating leases commitments
23,629

30,820


The Group leases property, equipment and vehicles under operating leases expiring from one to seven years (unaudited). Leases generally provide the consolidated entity with a right of renewal at which time all terms are renegotiated. Some leases involve lease payments comprising a base amount plus an incremental contingent rental. Contingent rentals are based on the Consumer Price Index or operating criteria.


21. Financial risk management

The Group's business activities are exposed to a variety of financial risks, including credit, liquidity, foreign currency and interest rate risks. The Group does not use any derivative financial instruments to hedge these risks. The Group does not use derivative or financial instruments for trading or speculative purposes.

The use of financial derivatives is controlled by policies approved by Board of Directors.

39
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities



CREDIT RISK
Exposure to credit risk
The Group has a large number of customers to which it provides products, with no single customer responsible for more than 10% of the Group's revenue (unaudited).

Management has a counterparty credit risk policy in place and the exposure to credit risk is monitored on an ongoing basis.

The carrying amount of non-derivative financial assets represents the maximum credit exposure and at the reporting date the maximum exposure was:
 
CONSOLIDATED
 
Carrying amount

Fair value

Carrying amount

Fair value

2015

2015

2014

2014

(Unaudited) A $'000

(Unaudited)
A $'000


A $'000


A $'000

 
 
 
 
 
Loans to and receivables from associates
4,187

4,187

608

608

Trade and other receivables
74,478

74,478

70,702

70,702

 Cash and cash equivalents
41,154

41,154

34,801

34,801

Total non-derivative financial assets
119,819

119,819

106,111

106,111


LIQUIDITY RISK
Liquidity risk is the risk that the Group has insufficient funds to meet its financial obligations when they fall due. It is also associated with planning for unforeseen events or business disruptions that may cause pressure on liquidity. The Group manages liquidity risk by ensuring it has a well spread debt maturity profile and has sufficient committed undrawn facilities and cash to meet any unforseen events and business disruptions.

The following are the contractual maturities of financial liabilities:
 
CONSOLIDATED
 
Carrying
amount

Contractual
cash flows

6 months
or less

6-12 months

1-2 years

2-5 years

More than 5 years

30 June 2015 (Unaudited)
A $'000

A $'000

A $'000

A $'000

A $'000

A $'000

A $'000

Non-derivative financial liabilities
Finance lease liabilities
241

241

26

215

 
 
—

Trade and other payables
49,527

49,527

49,527

—

—

—

—

 
 
 
 
 
 
 
 
Total non-derivative financial liabilities
(unaudited)
49,768

49,768

49,553

215

—

—

—











40
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


21. Financial risk management (continued)
 
CONSOLIDATED
 
Carrying amount

Contractual cash flows

6 months or less

6-12 months

1-2 years

2-5 years

More than 5 years

30 June 2014
A $'000

A $'000

A $'000

A $'000

A $'000

A $'000

A $'000

Non-derivative financial liabilities
Finance lease liabilities
291

291

24

25

52

190

—

Trade and other payables
51,103

51,103

51,103

—

—

—

—

 
 
 
 
 
 
 
 
Total non-derivative financial liabilities
51,394

51,394

51,127

25

52

190

—


Capital risk management
The capital management objectives of the Group are directed towards preservation of a strong capital base to maintain creditor and market confidence and sustain future development of the business.
Neither the Company nor any of its subsidiaries are subject to any externally imposed capital requirements (unaudited).

Currency risk
The Group purchases the majority of its materials in Australian dollars. No material receivables or payables are held in a currency other than Australian dollars (unaudited).
Interest rate risk
The Group is exposed to interest rate risk since it has interest bearing financial assets (cash and cash equivalents).
At 30 June 2015, if interest rates had changed by +/- 1% p.a. from the year end rates with all other variables held constant, the Group's pre-tax profit for the year would have been A$411,000 higher/lower (unaudited) (2014: A$348,000).
Fair value hierarchy
The Group has no financial assets or liabilities valued at fair value (unaudited).

22. Controlled entities

The financial statements of the following entities have been consolidated to determine the results of the Group.

 
 
Beneficial ownership by
 
Country of incorporation
Consolidated entity
2015
(Unaudited)
%
Consolidated entity
2014

%
 
 
 
 
USG Boral Building Products Pty Ltd
Australia
100
100
 Waratah Gypsum Pty Ltd (in liquidation)
Australia
100
100
 Boral Plaster Fixing Pty Ltd
Australia
100
100
 Lympike Pty Ltd
Australia
100
100
 USG Interiors Australia Pty Ltd
Australia
100
100
 USG Boral Building Products NZ
New Zealand
100
100
 
 
 
 

All the shares held by USG Boral Building Products Pty Limited in controlled entities are ordinary shares.

23. Acquisitions and disposals of controlled entities and businesses

There were no acquistions or disposals during the year ended 30 June 2015 (unaudited).


41
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


On the 28 February 2014 the Group acquired USG Interiors Australia Pty Ltd and USG Boral Building Products NZ
as a result of completion of the 50/50 Joint Venture, USG Boral Building Products Pty Limited, between Boral Limited and USG Corporation.

Details of the purchase consideration, the net assets acquired and goodwill are as follows:
 
 
A $'000

Purchase consideration
 
Issue of ordinary shares
17,623

 
17,623

 
 
The assets and liabilities recognised as a result of the acquisition are as follows:
 
 
Fair Value
A $'000

Cash and cash equivalents
7,559

Receivables
4,443

Inventories
4,239

Deposits and prepayments
449

Property, plant and equipment
3,146

Intangibles
667

Payables
(3,300
)
Deferred tax liability
(896
)
 
 
Net identifiable assets acquired
16,307

Goodwill
1,316

 
 
 
17,623


24. Related party disclosures

CONTROLLED ENTITIES
Interests held in controlled entities are set out in note 22.

ASSOCIATED ENTITIES
Interests held in associated entities are set out in note 9. Associated entities conduct business transactions with various controlled entities. Such transactions include purchases and sales of certain products, dividends and interest. All such transactions are conducted on the basis of normal commercial terms and conditions.
TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL
Key management personnel compensation
Key management personnel compensation comprises the following:
 
2015

2014

 
(Unaudited)
A$'000

A$'000

Short-term employee benefits
2,665

2,210

Post employment benefits
149

94

Share-based payments
—

277

Other long term benefits
—

273

Total key management personnel compensation
2,814

2,854



42
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


Key management personnel disclosures relate to those personnel that are in control of the strategic direction of the entity.
Key Management personnel and Director transactions

Transactions entered into during the year with Directors of USG Boral Building Products Pty Limited are within normal employee, customer or supplier relationships on terms and conditions no more favourable than dealings in the same circumstances on an arm’s length basis and include:

- participation in the USG Boral Short and Long Term Incentive Plans;
- reimbursement of expenses; and
- purchases of goods and services.

A number of Directors of the Company hold directorships in other entities. Several of these entities transacted with the Group on terms and conditions no more favourable than those available on an arm's length basis.


43
NOTES TO THE FINANCIAL STATEMENTS
USG Boral Building Products Pty Limited and Controlled Entities


 
 
CONSOLIDATED
 
 
 
2015

2014

 
 
Note
(Unaudited)
A $'000

A $'000

 
 
 
 
 
25. Notes to statement of cash flows
 
 
 
(i)
Reconciliation of cash and cash equivalents:
Cash includes cash on hand, at bank and short-term deposits, net of outstanding bank overdrafts. Cash as at the end of the year as shown in the statement of cash flows is reconciled to the related items in the balance sheet as follows:
 
 
 
 
Cash and cash equivalents
6
41,154

34,801

 
Total cash and cash equivalents
 
41,154

34,801

(ii)
Reconciliation of net profit to net cash provided by operating activities:
 
 
 
 
Net profit
 
40,651

28,790

 
Adjustments for non-cash items:
 
 
 
 
Depreciation and amortisation
 
17,239

15,618

 
Loss on sale of assets
 
49

43

 
Non-cash equity income
 
(2,472
)
846

 
Net cash provided by operating activities before change in assets and liabilities
 
55,467

45,297

 
 
 
 
 
 
Changes in assets and liabilities
 
 
 
 
- Receivables
 
(7,355
)
(8,383
)
 
- Inventories and work in progress
 
6,538

(3,927
)
 
- Payables
 
(1,576
)
10,707

 
- Provisions
 
(956
)
(1,492
)
 
- Current and deferred taxes
 
6,821

1,982

 
- Other
 
(4,228
)
(480
)
 
Net cash provided by operating activities
 
54,711

43,704

 
 
 
 
 
(iii)
Non-cash financing and investing activities.
 
 
 
 
Details of non-cash financing and investing activities are set out in note 17 and 23.
 
 
 
(iv)
Restructure costs
 
 
 
 
During the year, the Group incurred costs associated with: Organisational restructure costs
 
(59
)
(1,481
)
 
Total restructure costs
 
(59
)
(1,481
)


44

Independent Auditors’ Report

The Board of Directors
USG Boral Building Products Pty Limited



We have audited the accompany consolidated financial statements of USG Boral Building Products Pty Limited and its controlled entities, which comprise the consolidated balance sheet as of 30 June 2014, and the related consolidated statements of income, comprehensive income, changes in equity, and cash flows for the year then ended, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors’ judgement, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects the financial position of USG Boral Building Products Pty Limited and its controlled entities as of 30 June 2014, and the results of their operations and cash flows for the year then ended in accordance with International Financial Reporting Standards as issued by the International Accounting Standards Board.



/s/ KPMG
KPMG
Sydney, NSW, Australia

9 February 2015

usg-20151231.xml
Attachment: XBRL INSTANCE DOCUMENT

usg-20151231.xsd
Attachment: XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT

usg-20151231_cal.xml
Attachment: XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT

usg-20151231_def.xml
Attachment: XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT

usg-20151231_lab.xml
Attachment: XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT

usg-20151231_pre.xml
Attachment: XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT

v3.3.1.900
Document and Entity Information - USD ($)
 12 Months Ended
Dec. 31, 2015
Jan. 31, 2016
Jun. 30, 2015
Document and Entity Information [Abstract]      
Entity Registrant Name USG CORP    
Entity Central Index Key 0000757011    
Document Type 10-K    
Document Period End Date Dec. 31, 2015    
Amendment Flag false    
Document Fiscal Year Focus 2015    
Document Fiscal Period Focus FY    
Current Fiscal Year End Date --12-31    
Entity Well-known Seasoned Issuer Yes    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Filer Category Large Accelerated Filer    
Entity Public Float     $ 2,397,161,732
Entity Common Stock, Shares Outstanding   145,669,400  
v3.3.1.900
Consolidated Statements of Operations - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Income Statement [Abstract]      
Net sales $ 3,776 $ 3,724 $ 3,570
Cost of products sold 3,085 3,070 2,989
Gross profit 691 654 581
Selling and administrative expenses 317 339 320
Litigation settlement charge 0 48 0
Long-lived asset impairment charges 0 90 0
Contract termination charge and (recovery) loss on receivable (6) 15 0
Gain on disposal of shipping operations, net (1) 0 0
Restructuring charges 0 0 3
Operating profit 381 162 258
Income (loss) from equity method investments 48 33 (1)
Interest expense (163) (179) (203)
Interest income 2 1 3
Income and gain from the sale of equity method investment to related party 13 2 2
Gain on deconsolidation of subsidiaries and consolidated joint ventures 0 27 0
Loss on extinguishment of debt (19) 0 0
Income from continuing operations before income taxes 262 46 59
Income tax benefit (expense) 729 (7) (11)
Income from continuing operations 991 39 48
Loss from discontinued operations, net of tax 0 (1) (2)
Net income 991 38 46
Less: Net income (loss) attributable to noncontrolling interest 0 1 (1)
Net income attributable to USG $ 991 $ 37 $ 47
Earnings per common share - basic:      
Income from continuing operations (in dollars per share) $ 6.81 $ 0.27 $ 0.45
Loss from discontinued operations (in dollars per share) 0.00 (0.01) (0.02)
Net income (in dollars per share) 6.81 0.26 0.43
Earnings per common share - diluted:      
Income from continuing operations (in dollars per share) 6.73 0.26 0.44
Loss from discontinued operations (in dollars per share) 0.00 (0.01) (0.02)
Net income (in dollars per share) $ 6.73 $ 0.25 $ 0.42
Average common shares (in shares) 145,457,208 141,722,616 108,891,703
Average diluted common shares (in shares) 147,246,600 144,296,316 111,434,543
v3.3.1.900
Consolidated Statements of Comprehensive Income (Loss) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Statement of Comprehensive Income [Abstract]      
Net income (loss) $ 991 $ 38 $ 46
Derivatives qualifying as cash flow hedges:      
Gain (loss) on derivatives qualifying as cash flow hedges, net of tax of $4, $0, and $0, respectively (5) (15) 4
Less: Reclassification adjustment for (loss) gain on derivatives included in net income, net of tax of $2, $0, and $0, respectively (9) 4 1
Derivatives qualifying as cash flow hedges, net of tax of $2, $0, and $0, respectively 4 (19) 3
Pension and postretirement benefits:      
Changes in pension and postretirement benefits, net of tax (benefit) of $6, ($2) and $10, respectively 74 (272) 247
Less: Amortization of prior service benefit cost included in net periodic pension cost, net of tax (benefit) of ($1), ($1) and ($2), respectively (7) (2) (24)
Pension and postretirement benefits, net of tax (benefit) of $7, ($1) and $12, respectively 81 (270) 271
Foreign currency translation:      
Changes in foreign currency translation, net of tax of $0 in all periods (67) (68) (17)
Less: Translation (loss) gain realized upon sale of foreign entities, net of tax of $0 in all periods (6) 5 0
Foreign currency translation, net of tax of $0 in all periods (61) (73) (17)
Other comprehensive income (loss), net of tax 24 (362) 257
Comprehensive income (loss) $ 1,015 $ (324) $ 303
v3.3.1.900
Consolidated Statements of Comprehensive Income (Loss) (Parenthetical) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Other Comprehensive Income (Loss), Derivatives Qualifying as Hedges, Tax Effect [Abstract]      
Gain (loss) on derivatives qualifying as cash flow hedges, net of tax (benefit) $ 4 $ 0 $ 0
Less: Reclassification adjustment for gain (loss) on derivatives included in net income, net of tax (benefit) 2 0 0
Derivatives qualifying as cash flow hedges, net of tax (benefit) 2 0 0
Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Tax [Abstract]      
Changes in pension and postretirement benefits, net of tax (benefit) 6 (2) 10
Less: Amortization of prior service benefit (cost) included in net periodic pension cost, net of tax (benefit) (1) (1) (2)
Pension and postretirement benefits, net of tax benefit 7 (1) 12
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax [Abstract]      
Changes in foreign currency translation, net of tax 0 0 0
Less: Translation gains realized upon sale of foreign entities, net of tax 0 0 0
Foreign currency translation, net of tax $ 0 $ 0 $ 0
v3.3.1.900
Consolidated Balance Sheets - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Current Assets:    
Cash and cash equivalents $ 442 $ 228
Short-term marketable securities 194 96
Restricted cash 9 1
Receivables (net of reserves: 2015 - $14; 2014 - $22) 391 404
Inventories 314 329
Income taxes receivable 5 3
Other current assets 45 48
Total current assets 1,400 1,109
Long-term marketable securities 36 58
Property, plant and equipment, net 1,788 1,908
Deferred income taxes 728 18
Equity method investments 682 735
Other assets 102 108
Total assets 4,736 3,936
Current Liabilities:    
Accounts payable 259 290
Accrued expenses 214 220
Current portion of long-term debt 500 4
Income taxes payable 9 1
Litigation settlement accrual 9 48
Total current liabilities 991 563
Long-term debt 1,675 2,191
Deferred income taxes 5 17
Pension and other postretirement benefits 392 491
Other liabilities 237 266
Total liabilities 3,300 3,528
Stockholders’ Equity:    
Preferred stock – $1 par value, authorized 36,000,000 shares; outstanding - none 0 0
Common stock – $0.10 par value; authorized 200,000,000 shares; issued: 2015 - 145,667,000 shares; 2014 - 144,768,000 shares 15 14
Additional paid-in capital 3,027 3,014
Accumulated other comprehensive income (loss) (314) (338)
Retained earnings (accumulated deficit) (1,292) (2,283)
Stockholders' equity of parent 1,436 407
Noncontrolling interest 0 1
Total stockholders’ equity including noncontrolling interest 1,436 408
Total liabilities and stockholders’ equity $ 4,736 $ 3,936
v3.3.1.900
Consolidated Balance Sheets (Parenthetical) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Statement of Financial Position [Abstract]    
Reserves on receivables $ 14 $ 22
Preferred stock - par value (in dollars per share) $ 1 $ 1
Preferred stock - authorized shares (in shares) 36,000,000 36,000,000
Preferred stock - outstanding shares (in shares) 0 0
Common stock - par value (in dollars per share) $ 0.1 $ 0.1
Common stock - authorized shares (in shares) 200,000,000 200,000,000
Common stock - issued shares (in shares) 145,667,000 144,768,000
v3.3.1.900
Consolidated Statements of Cash Flows - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Operating Activities      
Net income $ 991 $ 38 $ 46
Loss from discontinued operations 0 (1) (2)
Income from continuing operations 991 39 48
Adjustments to reconcile net income to net cash:      
Depreciation, depletion, and amortization 142 154 155
Loss on extinguishment of debt 19 0 0
Litigation settlement charge 0 48 0
Long-lived asset impairment charges 0 90 0
Contract termination charge and (recovery) loss on receivable (6) 15 0
Share-based compensation expense 15 21 19
Deferred income taxes (731) 4 2
Provision for bad debt 0 1 0
Gain on asset dispositions (15) (12) (1)
Gain from the sale of equity method investment to related party (6) 0 0
Income from equity method investments (50) (35) (1)
Dividends received from equity method investments 38 0 0
Pension settlement 1 13 16
Gain on deconsolidation of subsidiaries and consolidated joint ventures 0 (27) 0
(Increase) decrease in working capital, net of deconsolidation of subsidiaries and consolidated joint ventures:      
Receivables 10 (49) (44)
Income taxes receivable (3) 3 (1)
Inventories 14 (9) (28)
Other current assets 2 2 (4)
Payables (15) 10 (4)
Accrued expenses (60) (12) (23)
Decrease (increase) in other assets 5 3 (6)
Decrease in pension and other postretirement benefits (28) (55) (63)
Decrease in other liabilities (12) (13) (6)
Other, net 20 (18) 21
Net cash provided by operating activities 331 173 80
Investing Activities      
Purchases of marketable securities (246) (204) (205)
Sales or maturities of marketable securities 170 190 194
Capital expenditures (94) (132) (124)
Acquisition of mining rights 0 0 (17)
Net proceeds from asset dispositions 61 16 2
Net proceeds from the sale of equity method investment to related party 52 0 0
Investments in joint ventures, including $23 of cash of contributed subsidiaries in 2014 0 (560) (5)
Insurance proceeds 2 3 2
Return (deposit) of restricted cash (8) 4 (4)
Net cash used for investing activities (63) (683) (157)
Financing Activities      
Issuance of debt 350 3 361
Repayment of debt (386) (63) (4)
Payment of debt issuance fees (6) (3) (6)
Loan from venture partner 0 0 4
Issuances of common stock 6 4 4
Repurchases of common stock to satisfy employee tax withholding obligations (8) (7) (9)
Net cash (used for) provided by financing activities (44) (66) 350
Effect of exchange rate changes on cash (10) (5) (7)
Net cash used for operating activities - discontinued operations 0 (1) (2)
Net increase (decrease) in cash and cash equivalents 214 (582) 264
Cash and cash equivalents at beginning of period 228 810 546
Cash and cash equivalents at end of period 442 228 810
Supplemental Cash Flow Disclosures:      
Interest paid, net of interest capitalized 158 172 192
Income taxes paid, net of refunds received 0 7 10
Noncash Investing and Financing Activities:      
Amount in accounts payable for capital expenditures 5 15 13
Contribution of wholly-owned subsidiaries and joint venture investments as consideration for investment in USG Boral Building Products 0 121 0
Conversion of $75 million and $325 million, respectively, of 10% convertible senior notes due 2018, net of discount 0 (73) (314)
Issuance of common stock upon conversion of debt 0 75 313
Acceleration of deferred financing fee amortization to additional paid-in capital 0 0 1
Accrued interest on debt conversion $ 0 $ (2) $ 0
v3.3.1.900
Consolidated Statements of Cash Flows (Parenthetical) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2014
Dec. 31, 2013
Cash held by subsidiaries contributed to joint venture $ 23  
10% convertible senior notes due 2018    
Converted debt aggregate principal amount $ 75 $ 325
v3.3.1.900
Consolidated Statements of Stockholders' Equity - USD ($)
shares in Thousands, $ in Millions
Total
Common Stock
Treasury Stock
Additional Paid-in Capital
Retained Earnings (Deficit)
Accumulated Other Comprehensive Income (Loss)
Stockholders' Equity
Non-controlling Interest
Balance at beginning of period at Dec. 31, 2012 $ 19 $ 11 $ 0 $ 2,595 $ (2,367) $ (233) $ 6 $ 13
Balance at beginning of period (in shares) at Dec. 31, 2012   107,851 (1)          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 46       47   47 (1)
Other comprehensive income (loss) 257         257 257  
Share-based compensation 19     19     19  
Stock issuances 5 $ 0 $ 9 (4)     5  
Stock issuances (in shares)   954 314          
Stock issuances upon debt conversion 313 $ 3   310     313  
Stock issuances upon debt conversion (in shares)   28,509            
Repurchase of common stock (9)   $ (9)       (9)  
Repurchase of common stock (in shares)     (313)          
Changes in noncontrolling interest 12           0 12
Balance at end of period at Dec. 31, 2013 662 $ 14 $ 0 2,920 (2,320) 24 638 24
Balance at end of period (in shares) at Dec. 31, 2013   137,314 0          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 38       37   37 1
Other comprehensive income (loss) (362)         (362) (362)  
Share-based compensation 21     21     21  
Stock issuances 5 $ 0 $ 4 1     5  
Stock issuances (in shares)   947 166          
Stock issuances upon debt conversion 75 $ 0 $ 3 72     75  
Stock issuances upon debt conversion (in shares)   6,507 72          
Repurchase of common stock (7)   $ (7)       (7)  
Repurchase of common stock (in shares)     (238)          
Changes in noncontrolling interest (24)           0 (24)
Balance at end of period at Dec. 31, 2014 408 $ 14 $ 0 3,014 (2,283) (338) 407 1
Balance at end of period (in shares) at Dec. 31, 2014   144,768 0          
Increase (Decrease) in Stockholders' Equity [Roll Forward]                
Net income (loss) 991       991   991 0
Other comprehensive income (loss) 24         24 24  
Share-based compensation 15     15     15  
Stock issuances 7 $ 1 $ 8 (2)     7  
Stock issuances (in shares)   899 283          
Stock issuances upon debt conversion 0              
Repurchase of common stock (8)   $ (8)       (8)  
Repurchase of common stock (in shares)     (283)          
Changes in noncontrolling interest (1)           0 (1)
Balance at end of period at Dec. 31, 2015 $ 1,436 $ 15 $ 0 $ 3,027 $ (1,292) $ (314) $ 1,436 $ 0
Balance at end of period (in shares) at Dec. 31, 2015   145,667 0          
v3.3.1.900
Significant Accounting Policies
 12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Significant Accounting Policies
Significant Accounting Policies
Nature of Operations
USG, through its subsidiaries, is a leading manufacturer and distributor of building materials. We produce a wide range of products for use in new residential, new nonresidential, and residential and nonresidential repair and remodel construction as well as products used in certain industrial processes. Our products also are distributed through building materials dealers, home improvement centers and other retailers, specialty wallboard distributors, and contractors.
Segments
Our segments are structured around our key products and business units: Gypsum, Ceilings, Distribution and UBBP.
Our Gypsum reportable segment is an aggregation of the operating segments of the gypsum businesses in the United States, Canada, Mexico, and Latin America, our mining operation in Little Narrows, Nova Scotia, Canada, and our shipping company, which we exited in 2015. Gypsum manufactures products throughout the United States, Canada, and Mexico. These products include USG Sheetrock® brand gypsum wallboard and related products including Sheetrock® brand joint compound, Durock® brand cement board, Levelrock® brand of poured gypsum flooring, Fiberock® brand backerboard, and Securock® brand glass mat sheathing used for building exteriors and gypsum fiber and glass mat panels used as roof cover board. Ceilings manufactures ceiling tile in the United States and ceiling grid in the United States, Canada and through February 27, 2014, the Asia-Pacific region. Distribution delivers gypsum wallboard, drywall metal, ceilings products, joint compound and other building products throughout the United States. UBBP manufactures, distributes and sells certain building products, mines raw gypsum and sells natural and synthetic gypsum throughout Asia, Australasia and the Middle East.
Consolidation and Presentation
Our consolidated financial statements include the accounts of USG Corporation, its majority-owned subsidiaries and through February 27, 2014, variable interest entities. Entities in which we have more than a 20% but not more than 50% ownership interest are accounted for using the equity method of accounting. All intercompany balances and transactions are eliminated in consolidation. On our consolidated statements of operations for the year ended December 31, 2013, income from equity method investments, which was previously included in "Other income, net," is reflected as "Income (loss) from equity method investments" and long-lived asset impairment charges, which was previously included in "Restructuring and long-lived asset impairment charges," are reflected as "Long-lived asset impairment charges" to conform to the current year presentation. On our consolidated statements of cash flows for the year ended December 31, 2013, income from equity method investments previously included in "Other, net" has been reclassified to "Income (loss) from equity method investments."
On September 15, 2015, we entered into an agreement to sell our 50% interest in the Knauf-USG joint venture to our joint venture partner and completed the sale in December 2015. On our consolidated statements of operations for the years ended December 31, 2014 and 2013, income from this equity method investment, which was previously included in "Income from equity method investments" is reflected as "Income and gain from the sale of equity method investment to related party" to conform to the current year presentation. Presentation of this income on the consolidated statement of cash flows is within "Income from equity method investments."
Our investments with Boral in the 50/50 joint ventures, UBBP, commenced on February 27, 2014, and as a result, our share of ten months of the results of UBBP were recorded in our accompanying consolidated statement of operations for the year ended December 31, 2014. See Note 3 for further description of our investments in UBBP.
Use of Estimates
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates.
Revenue Recognition
We recognize revenue when substantially all the risks and rewards of ownership transfer to the customer. We record provisions for discounts to customers based on the terms of sale in the same period in which the related sales are recorded. We record estimated reductions to revenue for customer programs and incentive offerings, including promotions and other volume-based incentives, in the period in which the sale occurs.
Shipping and Handling Costs
Shipping and handling costs are included in cost of products sold.
Advertising
Advertising expenses consist of media advertising and related production costs and sponsorships. We charge advertising expenses to earnings as incurred. These expenses amounted to $17 million, $23 million and $22 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Research and Development
We charge research and development expenditures to earnings as incurred. These expenditures amounted to $23 million, $23 million and $21 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Litigation Costs
We expense litigation costs as incurred.
Income Taxes
We record income tax expense (benefit) under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or paid. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the change is enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
Inventory Valuation
All of our inventories are stated at the lower of cost or market. Virtually all of our inventories are valued under the average cost method with the remainder valued under the first-in, first-out cost method. Our manufactured inventories include materials, labor and applicable factory overhead costs whereas our distribution inventories are valued at their cost. Depreciation associated with manufacturing assets is excluded from inventory cost, but is included in cost of products sold.
Earnings 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, restricted stock units, or RSUs, and performance shares, and the potential exercise of outstanding stock options. Prior to the conversion of our 10% convertible senior notes, the dilutive effect of the potential conversion of the 10% convertible senior notes was included for the appropriate time periods when these instruments were outstanding.
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments, primarily money market funds, with maturities of three months or less at the time of purchase.
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 income (loss), or AOCI. If it is deemed that marketable securities have unrealized losses that are other than temporary, these losses will be recorded in earnings immediately. Situations in which losses may be considered other than temporary include when we have decided to sell a security or when it is more likely than not that we will be required to sell the security before we recover its amortized cost basis. Cost basis for securities sold are determined on a first-in-first-out basis.
Receivables
We include trade receivables in receivables on our consolidated balance sheets. Receivables are recorded at net realizable value, which includes allowances for cash discounts and doubtful accounts. We review the collectability of receivables on an ongoing basis. We reserve for receivables determined to be uncollectible. This determination is based on the delinquency of the account, the financial condition of the customer and our collection experience.
We include short-term financing receivables in receivables and long-term financing and loan receivables in other assets on our consolidated balance sheets. Financing and loan receivables are recorded at net realizable value which includes an allowance for credit losses. We review the collectability of financing and loan receivables on an ongoing basis. We reserve for financing and loan receivables determined to be uncollectible. This determination is based on the delinquency of the account and the financial condition of the other party. As of December 31, 2015, the allowance for credit losses was immaterial.
Investments in Unconsolidated Joint Ventures
The equity method of accounting is used for investments in joint ventures that we do not consolidate, but over which we have the ability to exercise significant influence. Profits resulting from sales with equity method investees are eliminated until realized by the investee. Losses in the value of an investment in an unconsolidated joint venture that are other than temporary, are recognized when the current fair value of the investment is less than its carrying value.
Property, Plant and Equipment
Property, plant and equipment is recorded at cost. We record depreciation of property, plant and equipment on a straight-line basis over the expected useful lives of the assets. We have determined estimated useful lives to be 50 years for buildings and improvements, a range of 10 to 25 years for machinery and equipment, and a range of 5 to 7 years for computer software and systems development costs. Leasehold improvements are capitalized and amortized over the shorter of the remaining lease term or remaining economic useful life. We compute depletion on a basis calculated to spread the cost of gypsum and other applicable resources over the estimated quantities of material recoverable.
We capitalize interest during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is depreciated over the useful lives of those assets. We recorded $3 million of capitalized interest in each of the three years ended December 31, 2015. Facility start-up costs that cannot be capitalized are expensed as incurred and recorded in cost of products sold.
Property, plant and equipment is reviewed for impairment when indicators of a potential impairment are present by comparing the carrying values of the assets with their estimated future undiscounted cash flows. If we determine an impairment exists, the asset is written down to estimated fair value. 
Intangible Assets
We perform impairment tests for intangible assets with indefinite useful lives as of October 31 of each year, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of an intangible asset below its carrying value. The impairment test for assets with indefinite lives consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Intangible assets determined to have indefinite useful lives, primarily comprised of trade names, are not amortized. An income approach is used for valuing trade names. Assumptions used in the income approach include projected revenues and assumed royalty, long-term growth and discount rates.
We perform impairment tests on definite lived intangible assets, such as customer relationships, upon identification of events or circumstances that may indicate the carrying amount of the assets might be unrecoverable by comparing their undiscounted cash flows with their carrying value. If we determine impairment exists, the assets are written down to estimated fair value. As of December 31, 2015, we had no intangible assets in other current assets on the consolidated balance sheet classified as assets held for sale. As of December 31, 2014, we had $5 million of intangible assets classified as assets held for sale.
Share-Based Compensation
We award share-based compensation to employees in the form of stock options, restricted stock units, market share units, and performance shares and to non-employee directors in the form of shares of our common stock. All grants under share-based payment programs are accounted for at fair value at the date of grant. We recognize expense on all share-based awards to employees expected to vest over the service period, which is the shorter of the period until the employees’ retirement eligibility dates or the service period of the award.
Derivative Instruments
We use derivative instruments to manage selected commodity price and foreign currency exposures. We do not use derivative instruments for speculative trading purposes, and we typically do not hedge beyond three years. All derivative instruments are recorded on the balance sheet at fair value. For derivatives designated as fair value hedges, the changes in the fair values of both the derivative instrument and the hedged item are recognized in earnings in the current period. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is recorded to AOCI, and is reclassified to earnings when the underlying forecasted transaction affects earnings. The ineffective portion of changes in the fair value of the derivative is reported in cost of products sold in the current period. We periodically reassess the probability of the underlying forecasted transaction occurring. For derivatives designated as net investment hedges, we record changes in fair value to AOCI. For derivatives not designated as hedging instruments, all changes in fair value are recorded to earnings in the current period.
Currently, we are using swaps to hedge a significant portion of our anticipated purchases of natural gas to be used in our manufacturing operations. Generally, we hedge the cost of a majority of our anticipated purchases of natural gas over the next 12 months. However, we review our positions regularly and make adjustments as market conditions warrant. The majority of contracts currently in place are designated as cash flow hedges and the remainder are not designated as hedging instruments.
We have operations outside of the United States and use forward contracts from time-to-time to hedge the risk of changes in cash flows resulting from selected forecasted intercompany and third-party sales or purchases, as well as intercompany loans, denominated in non-U.S. currencies, or to hedge the risk of selected changes in our net investment in foreign subsidiaries. These contracts are designated as either cash flow or net investment hedges or are not designated as hedging instruments.
Foreign Currency Translation
We translate foreign-currency-denominated assets and liabilities into U.S. Dollars at the exchange rates existing as of the respective balance sheet dates. We translate income and expense items at the average exchange rates during the respective periods. We record translation adjustments resulting from fluctuations in exchange rates to AOCI on our consolidated balance sheets and our share of the translation adjustments recorded by our equity method investments to AOCI.
We record transaction gains and losses to earnings. The total transaction loss was $7 million in 2015, $6 million in 2014 and $4 million in 2013.
Fair Value Measurements
Certain assets and liabilities are required to be recorded at fair value. The estimated fair values of those assets and liabilities have been determined using market information and valuation methodologies. Changes in assumptions or estimation methods could affect the fair value estimates. However, we do not believe any such changes would have a material impact on our financial condition, results of operations or cash flows. There are three levels of inputs that may be used to measure fair value:
•
Level 1 – Quoted prices for identical assets and liabilities in active markets;
•
Level 2 – Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
•
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Certain assets and liabilities are measured at fair value on a nonrecurring basis rather than on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment or when a new liability is being established that requires fair value measurement.
v3.3.1.900
Recent Accounting Pronouncements
 12 Months Ended
Dec. 31, 2015
Accounting Changes and Error Corrections [Abstract]  
Recent Accounting Pronouncements
Recent Accounting Pronouncements

In January 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or 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 for the year ended December 31, 2018, with early adoption permitted and amendments to be applied as a cumulative-effect adjustment to the balance sheet in the year of adoption. We are currently in the process of assessing the impact of the ASU on our consolidated financial statements and disclosures.
In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes", which requires entities to present all deferred tax assets and liabilities as noncurrent. We early adopted the standard as of December 31, 2015 and have reclassified our current deferred tax assets and liabilities to long-term. For the year ended December 31, 2014, our consolidated balance sheet has been retrospectively adjusted to conform with the new presentation, which resulted in a reclassification of $1 million from current assets to long-term assets and $44 million from current assets to long-term liabilities.
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, with early adoption permitted. We do not expect the adoption of ASU 2015-11 will have a significant impact to our consolidated financial statements or disclosures.
In May 2015, the FASB issued ASU 2015-07, "Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)," which updates the disclosure requirements for investments that are measured at net asset value using the practical expedient. These investments are to be removed from the fair value hierarchy and shown as a reconciling item. The standard will be effective for us in the first quarter of 2016. The adoption will not have a significant impact to our disclosures.
In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs", which requires costs related to a recognized debt liability to be presented on the consolidated balance sheet as a direct deduction from the debt liability rather than as an asset. In August 2015, the FASB issued ASU 2015-15, "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements", which clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset, regardless of whether there are any outstanding borrowings on the line-of-credit. We adopted these standards as of December 31, 2015 and have reclassified our deferred debt issuance costs associated with our debt other than our line-of-credit from other assets to debt. For the year ended December 31, 2014, our consolidated balance sheet has been adjusted to conform with the new presentation, which resulted in a reclassification of $14 million from other assets to debt.
In August 2014, the FASB issued ASU 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which requires, in connection with preparing financial statements for each annual and interim reporting period, management to evaluate whether there are conditions or events that raise substantial doubts about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and provide related disclosures. The standard will be effective for us in the first quarter of 2016. We do not expect that the adoption of ASU 2014-15 will have a significant impact to our disclosures.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. There are two transition methods available under the new standard, either cumulative effect or retrospective. The standard will be effective for us in the first quarter of 2018. We will adopt the new standard using the modified retrospective approach, which requires the standard be applied only to the most current period presented, with the cumulative effect of initially applying the standard recognized at the date of initial application. We are evaluating the effect of adopting this standard, but we do not expect that the adoption of ASU 2014-09 will have a significant impact to our consolidated financial statements or disclosures.
v3.3.1.900
Equity Method Investments
 12 Months Ended
Dec. 31, 2015
Equity Method Investments and Joint Ventures [Abstract]  
Equity Method Investments
Equity Method Investments
Equity method investments were as follows:
 
 
December 31, 2015
 
December 31, 2014
(millions)
 
Carrying Value
 
Ownership Percentage
 
Carrying Value
 
Ownership Percentage
USG Boral Building Products
 
$
675

 
50%
 
$
689

 
50%
Other equity method investments (a)
 
7

 
33% - 50%
 
$
46

 
33% - 50%
     Total equity method investments
 
$
682

 
 
 
$
735

 
 

(a)
As of December 31, 2014, our investment in the Knauf-USG joint venture was $38 million.
Investments in USG Boral Building Products (UBBP)
On February 27, 2014, we formed the 50/50 joint ventures, USG Boral Building Products Pte. Limited, a company organized under the laws of Singapore, and USG Boral Building Products Pty Limited, a company organized under the laws of Australia, with Boral Limited, or Boral. These joint ventures are herein referred to as USG Boral Building Products, or UBBP. UBBP manufactures, distributes and sells certain building products, mines raw gypsum and sells natural and synthetic gypsum throughout Asia, Australasia and the Middle East (the "Territory"). The products that UBBP manufactures and distributes include products for wall, ceiling, floor lining and exterior systems that utilize gypsum wallboard, referred to as plasterboard in the Territory, mineral fiber ceiling tiles, steel grid and joint compound.
As consideration for our 50% ownership in UBBP, we (i) made a cash payment of $515 million to Boral, which includes a $500 million base price and $15 million of customary estimated working capital and net debt adjustments, (ii) contributed to UBBP our subsidiaries and joint venture investments in China, Singapore, India, Malaysia, New Zealand, Australia, the Middle East and Oman and (iii) granted to UBBP licenses to use certain of our intellectual property rights in the Territory. We funded our cash payment with the net proceeds from our October 2013 issuance of $350 million of 5.875% senior notes and cash on hand.
In the event certain performance targets are satisfied by UBBP, we will be obligated to pay Boral scheduled earnout payments in an aggregate amount up to $75 million, comprised first of $25 million based on performance during the first three years and then up to $50 million based on performance during the first five years. We recorded a liability representing the present value of the first earnout payment. If our conclusion on the probability were to change, we would reduce 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 second earnout payment with a corresponding increase to our investment. As of December 31, 2015 and 2014, our liability for the earnout payments totaled $24 million and $23 million, respectively, and is included in other liabilities on our accompanying consolidated balance sheets.
We account for our 50% investments in UBBP using the equity method of accounting, and we initially measured its carrying value at cost of approximately $676 million as of February 27, 2014. Our existing wholly-owned subsidiaries and consolidated variable interest entities that were contributed into the joint venture were deconsolidated resulting in a gain of $27 million, which is included in our consolidated statement of operations for the year ended December 31, 2014. Approximately $11 million of the gain relates to the remeasurement of our retained investment in the contributed subsidiaries to fair value, determined using a discounted cash flow model with several inputs, including a weighted-average discount rate of approximately 11% and a weighted-average long-term growth rate of approximately 2%.
All of our investments accounted for under the equity method of accounting are initially recorded at cost and subsequently adjusted for our share of the net income or loss and cash contributions and distributions to or from these entities. Because the underlying net assets in our investments are denominated in a foreign currency, translation gains or losses will impact the recorded value of our investments. Translation gains or losses recorded in other comprehensive income were as follows:
(millions)
2015
 
2014
 
2013
Translation loss
$
(23
)
 
$
(34
)
 
$
—


During 2015, UBBP paid cash dividends on earnings through October 2015 of which our 50% share totaled $38 million. We recorded the cash dividend in operating activities on our statements of cash flows and intend to use the cash dividends to fund the potential obligations under the earnout. As of December 31, 2015, the amount of consolidated retained earnings which represents undistributed earnings from UBBP is $42 million.
Investment in Knauf-USG Joint Venture
On September 15, 2015, we entered into an agreement to sell our 50% interest in Knauf/USG Verwaltungs GmbH and Knauf/USG Systems GmbH & Co. KG, or collectively the Knauf-USG joint venture, to our joint venture partner, Knauf Aquapanel GmbH, a subsidiary of Gebr. Knauf Verwaltungsgesellschaft KG (Knauf) for €48 million in cash, or approximately $52 million. The Knauf-USG joint venture manufactured and distributed Aquapanel® brand cement-based panels in Europe (excluding Turkey) and all countries that were part of the former Soviet Union. Affiliates of Knauf are the beneficial owners of approximately 10% of USG's outstanding shares of common stock.
On December 22, 2015 the sale was completed and we recorded a gain of approximately $6 million, which is net of $5 million for income taxes payable on the sale.  The gross gain and our equity method income in the Knauf-USG joint venture was $13 million for the year ended December 31, 2015 and $2 million for each of the years ended December 31, 2014 and 2013 and is recorded in "Income and gain from the sale of equity method investment to related party" in our consolidated statement of operations.
Summarized Financial Information
Summarized financial information for our equity method investments is as follows:

Statement of Operations
 
For the year ended December 31,
(millions)
2015
 
2014 (a)
 
2013
USG Boral Building Products:
 
 
 
 
 
Net sales
$
1,003

 
$
927

 
N/A

Gross profit
278

 
251

 
N/A

Operating profit
124

 
95

 
N/A

Net income from continuing operations
101

 
72

 
N/A

Net income
101

 
72

 
N/A

Net income attributable to USG Boral Building Products
96

 
67

 
N/A

USG share of income from USG Boral Building Products
48

 
33

 
N/A

Other equity method investments(b):
 
 
 
 
 
USG share of income from other investments accounted for using the equity method
2

 
2

 
1

 
 
 
 
 
 
Total income from equity method investments
50

 
35

 
1

(a)
Operating results are presented for UBBP for the ten months months ended December 31, 2014.
(b)
Amounts represent our share of income or loss from all equity method investments, other than UBBP. For the twelve months ended December 31, 2014, the amount reflected includes two months of our share of income from equity method investments from the joint ventures which we owned prior to being contributed to UBBP on February 27, 2014.
Balance Sheet
(millions)
December 31, 2015
 
December 31, 2014
USG Boral Building Products:
 
 
 
Current assets
$
368

 
$
446

Non-current assets
935

 
989

Current liabilities(c)
197

 
245

Long-term debt(d)
40

 
46

Other non-current liabilities
17

 
21

Shareholders' equity(e)
1,049

 
1,123

(c)
Includes the current portion of long-term debt of $16 million and $35 million as of December 31, 2015 and 2014, respectively.
(d) Includes term loans and credit facilities for the joint ventures in Oman which were contributed to UBBP in February 2014. The loans and credit facilities are guaranteed by us and the Zawawi Group in Oman.
(e)
Shareholders' equity includes $60 million and $70 million related to non-controlling interests as of December 31, 2015 and 2014, respectively.
v3.3.1.900
Marketable Securities
 12 Months Ended
Dec. 31, 2015
Investments, Debt and Equity Securities [Abstract]  
Marketable Securities
Marketable Securities
Our investments in marketable securities as of December 31, 2015 and 2014 consisted of the following:
 
2015
 
2014
(millions)
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Corporate debt securities
$
134

 
$
134

 
$
93

 
$
93

U.S. government and agency debt securities
57

 
57

 
22

 
22

Asset-backed debt securities
21

 
21

 
17

 
17

Certificates of deposit
15

 
15

 
18

 
18

Municipal debt securities
3

 
3

 
4

 
4

Total marketable securities
$
230

 
$
230

 
$
154

 
$
154


The realized and unrealized gains and losses as of and for the years ended December 31, 2015, 2014 and 2013 were immaterial.
Contractual maturities of marketable securities as of December 31, 2015 were as follows:
(millions)
Amortized
Cost
 
Fair
Value
Due in 1 year or less
$
194

 
$
194

Due in 1-5 years
36

 
36

Total marketable securities
$
230

 
$
230


Actual maturities may differ from the contractual maturities because issuers of the securities may have the right to prepay them.
v3.3.1.900
Intangible Assets
 12 Months Ended
Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets
Intangible Assets
Intangible assets are included in other assets on the consolidated balance sheets. Intangible assets with definite lives are amortized. These assets are summarized as follows:
 
As of December 31, 2015
 
As of December 31, 2014
(millions)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Intangible Assets with Definite Lives:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
70

 
$
(61
)
 
$
9

 
$
70

 
$
(54
)
 
$
16

Other
9

 
(8
)
 
1

 
9

 
(7
)
 
2

Total
$
79

 
$
(69
)
 
$
10

 
$
79

 
$
(61
)
 
$
18


The weighted average amortization periods are 10 years for customer relationships and 11 years for other intangible assets with definite lives. Total amortization expense was $8 million in 2015 and $7 million in 2014 and 2013, respectively. Estimated annual amortization expense is as follows: 
(millions)
2016
 
2017
 
2018 and thereafter
Estimated annual amortization expense
$
7

 
$
2

 
$
1


Intangible assets with indefinite lives are not amortized. The gross carry amounts of these assets as of December 31 are as follows:
(millions)
2015
 
2014
Intangible Assets with Indefinite Lives:
 
 
 
Trade names
$
22

 
$
22

Other
8

 
8

Total
$
30

 
$
30


In 2015, 2014 and 2013, there was no impairment for any of our intangible assets.
As of December 31, 2014, approximately $5 million of other indefinite-lived intangible assets met the criteria to be classified as held for sale and therefore were included in other current assets on our consolidated balance sheet. As of December 31, 2015, these indefinite-lived intangible assets were no longer recorded as held for sale.
v3.3.1.900
Debt
 12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Debt
Debt
Total debt as of December 31 consisted of the following:
(millions)
2015
 
2014
5.5% senior notes due 2025
$
350

 
$
—

5.875% senior notes due 2021
350

 
350

6.3% senior notes due 2016
500

 
500

7.75% senior notes due 2018
500

 
500

7.875% senior notes due 2020 (net of discount: 2015 - $1; 2014 - $1)
249

 
249

8.375% senior notes due 2018
—

 
350

Ship mortgage facility (includes current portion of long-term debt: 2015 - $0; 2014 - $4)
—

 
21

Industrial revenue bonds (due 2028 through 2034)
239

 
239

Total
$
2,188

 
$
2,209

Less unamortized debt issuance costs (a)
$
13

 
$
14

Total
$
2,175

 
$
2,195

(a)
Reflects the change in presentation of unamortized debt issuance costs from other assets to a reduction in debt. See Note 2.
Repurchase of 8.375% Senior Notes and Issuance of 5.5% Senior Notes
In the first quarter of 2015, we repurchased $350 million of our 8.375% senior notes due in 2018 through both a cash tender offer and a subsequent notice of redemption. On February 24, 2015, we completed a cash tender offer pursuant to which we repurchased $126 million of the 8.375% senior notes for aggregate consideration, including tender offer premium and accrued and unpaid interest, of $135 million. On March 26, 2015, we repurchased the remaining $224 million of the 8.375% senior notes for aggregate consideration, including premiums and accrued and unpaid interest, of $242 million. As a result of the repurchases, we recorded a loss on early extinguishment of debt of $19 million including the write-off of unamortized debt issuance costs. Also on February 24, 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% senior 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 December 31, 2015, these notes were recorded on the accompanying consolidated balance sheet at $344 million.
Senior Notes
All of the senior notes are senior unsecured obligations and rank equally with all of our other existing and future unsecured senior indebtedness. The indentures governing the notes contain events of default, covenants and restrictions that are customary for similar transactions, including a limitation on our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness.
Interest rate (a)
6.30%
7.75%
5.500%
7.875%
5.875%
Principal net of discount (in millions) (b)
$500
$500
$350
$249
$350
Maturity
November 15, 2016
January 15, 2018
March 1, 2025
March 30, 2020
November 1, 2021
Call date
Any time (c)
Any time (c)
March 1, 2020 (d)
March 30, 2016 (d)
November 1, 2016 (d)
Mandatory redemption
at 101% plus accrued and unpaid interest in the event of a change in control and a related downgrade below investment grade by both Moody’s Investors Service and Standard & Poor’s Financial Services LLC
at 101% plus accrued and unpaid interest in the event of a change in control
(a)
The 7.75% senior notes currently have an effective interest rate of 9.75%. The rate is subject to an adjustment of up to 2% if the debt rating is downgraded or subsequently upgraded by Moody's Investors Service and Standard & Poor's Financial Services LLC.
(b)
Principal amounts do not include unamortized debt issuance costs that have been reclassified from other assets to a reduction in debt. See Note 2.
(c)
Callable at any time at a price equal to the greater of (1) 100% of the principal and (2) the sum of the present value of the remaining scheduled payments of principal and interest discounted to the redemption date on a semi-annual basis at the applicable U.S. Treasury rate plus a spread (as outlined in the respective indentures), plus any accrued and unpaid interest on the principal amount being called.
(d)
Callable at any time prior to the call date at a price equal to 100% of the principal plus a premium (as outlined in the respective indentures), plus any accrued and unpaid interest on the principal amount being called. Callable after the call date at stated redemption prices (as outlined in the respective indentures), plus any accrued and unpaid interest on the principal amount being called.
Credit Facility
Our credit facility allows for a maximum borrowing limit under the credit agreement of $450 million (including a $50 million borrowing sublimit for CGC, Inc.). The agreement allows for the borrowing of revolving loans and issuance of letters of credit (up to a maximum of $200 million at any time outstanding, in aggregate) to USG and its subsidiaries. The maximum allowable borrowings may be increased at our request with the agreement of the lenders providing increased or new lending commitments, provided that the maximum allowable borrowings after giving effect to the increase may not exceed $650 million.
Our obligations under the credit facility are guaranteed by USG and its significant domestic subsidiaries and secured by trade receivables and inventory. The credit facility matures on October 22, 2019 unless terminated earlier in accordance with its terms. The credit facility is available to fund working capital needs and for other general corporate purposes.
The credit agreement contains a financial covenant that would require us to maintain a minimum fixed charge coverage ratio. Because we currently satisfy the required fixed charge coverage ratio, we are not required to maintain a minimum borrowing availability under the credit facility. The credit agreement contains other covenants and events of default that are customary for similar agreements and may limit our ability to take various actions including our ability to pay a dividend or repurchase our stock.
Taking into account the most recent borrowing base calculation delivered under the credit facility, which reflects trade receivables and inventory as of December 31, 2015, and outstanding letters of credit, borrowings available under the credit facility were approximately $295 million, including $50 million for CGC. As of December 31, 2015 and during the year 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 1.86% for loans in the US and 2.12% for loans in Canada. Outstanding letters of credit totaled $49 million, including $1 million for CGC, as of December 31, 2015.
Ship Mortgage Facility
Our subsidiary, Gypsum Transportation Limited, or GTL, had a secured loan facility agreement with DVB Bank SE, as lender, agent and security trustee which was repaid during 2015 in connection with the sale of two self-unloading vessels. See Note 13 for discussion of GTL.
Industrial Revenue Bonds
Our $239 million of industrial revenue bonds have fixed interest rates ranging from 5.5% to 6.4%. The weighted average rate of interest on our industrial revenue bonds is 5.875%. These bonds mature during the years 2028 through 2034.
OTHER INFORMATION
The fair value of our debt was $2.295 billion and $2.338 billion as of December 31, 2015 and 2014, respectively, and was determined using the fair value hierarchy of inputs described in Note 1. The fair values were based on quoted prices for identical or similar liabilities in markets that are not active or valuation models in which all significant inputs and value drivers are observable and, as a result, are classified as Level 2.
Interest accrued on our debt as of December 31, 2015 and December 31, 2014 was $45 million for both periods.
As of December 31, 2015, we were in compliance with the financial covenants contained in our credit facility.
As of December 31, 2015, the amounts of total debt outstanding maturing in each of the next five years and beyond were as follows: 
(millions)
2016
 
2017
 
2018
 
2019
 
2020
 
After 2020
Debt maturities (principal amounts)
$
500

 
$
—

 
$
500

 
$
—

 
$
250

 
$
939
v3.3.1.900
Derivative Instruments
 12 Months Ended
Dec. 31, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Derivative Instruments
Derivative Instruments
COMMODITY DERIVATIVE INSTRUMENTS
As of December 31, 2015, we had 22 million mmBTUs (millions of British Thermal Units) in aggregate notional amount of outstanding natural gas swap contracts to hedge forecasted purchases. All of these contracts mature by December 31, 2017. For contracts designated as cash flow hedges, the unrealized loss that remained in AOCI as of December 31, 2015 was $19 million and as of December 31, 2014 was $20 million. No ineffectiveness was recorded on contracts designated as cash flow hedges in 2015, 2014, or 2013.
Changes in fair value on contracts not designated as cash flow hedges are recorded to earnings. The fair value of those contracts not designated as cash flow hedges was a $2 million unrealized loss as of December 31, 2015 and a $5 million unrealized loss as of December 31, 2014.
FOREIGN EXCHANGE DERIVATIVE INSTRUMENTS
We have foreign exchange forward contracts to hedge forecasted purchases of products and services denominated in foreign currencies. The notional amount of these contracts was $114 million as of December 31, 2015, and they mature by December 27, 2017. These forward contracts are designated as cash flow hedges and no ineffectiveness was recorded in 2015, 2014, or 2013. The fair value of these contracts that remained in AOCI was an unrealized gain of $8 million and $3 million as of December 31, 2015 and December 31, 2014, respectively.
During the third quarter of 2015, we entered into foreign exchange forward contracts to hedge a portion of our net investment in our Knauf-USG joint venture. The notional amount of these contracts was $35 million and they matured on November 16, 2015. In November 2015, we entered into a similar foreign exchange forward contract with the same critical terms that was scheduled to mature on January 31, 2016.  These forward contracts were designated as net investment hedges and no ineffectiveness was recorded. On December 22, 2015, we completed the sale and, as a result, we terminated the outstanding foreign exchange forward contract and reclassified the $1 million net gain realized for these contracts from AOCI to earnings which increased the gain on the sale of the equity method investment. See Note 3 for further discussion on the sale.
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 December 31, 2015, our derivatives were in a $13 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 $21 million of collateral posted with our counterparties related to our derivatives as of December 31, 2015. Amounts paid as cash collateral are included in receivables on our consolidated balance sheets.
We have not adopted an accounting policy to offset fair value amounts related to derivative contracts under our master netting arrangements; therefore, individual derivative contracts are reflected on a gross basis, as either assets or liabilities, on our consolidated balance sheets, based on their fair value as of the balance sheet date.
FINANCIAL STATEMENT INFORMATION
The following are the pretax effects of derivative instruments on the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the years ended December 31, 2015, 2014 and 2013:
 
Amount of Gain or (Loss)
Recognized in
Other Comprehensive Income (Loss) on Derivatives (Effective Portion)
 
Location of Gain or (Loss)
 Reclassified from
AOCI into Income
(Effective Portion)
 
Amount of Gain or (Loss) Reclassified from
AOCI into Income
(Effective Portion)
(millions)
2015
 
2014
 
2013
 
 
 
2015
 
2014
 
2013
Derivatives in Cash Flow Hedging Relationships
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts
$
(14
)
 
$
(19
)
 
$
1

 
Cost of products sold
 
$
(15
)
 
$
2

 
$
(2
)
Foreign exchange contracts
12

 
4

 
3

 
Cost of products sold
 
7

 
2

 
3

Foreign exchange contracts
1

 
—

 
—

 
Income and gain from the sale of equity method investment to related party
 
1

 
—

 
—

Total
$
(1
)
 
$
(15
)
 
$
4

 
 
 
$
(7
)
 
$
4

 
$
1

 
 
Location of Gain or (Loss)
 Recognized in Income
on Derivatives
 
Amount of Gain or (Loss) Recognized in Income
on Derivatives
(millions)
 
 
 
2015
 
2014
 
2013
Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
 
Commodity contracts
Cost of products sold
 
$
(3
)
 
$
(4
)
 
$
2

Foreign exchange contracts
Other (income) expense, net
 
2

 
—

 
—

Total
 
 
 
$
(1
)
 
$
(4
)
 
$
2


As of December 31, 2015, we had no derivatives designated as net investment or fair value hedges.
The following are the fair values of derivative instruments on the consolidated balance sheets as of December 31, 2015 and 2014:
 
Balance Sheet
Location
Fair Value
 
Balance Sheet
Location
Fair Value
 
 
(millions)
 
12/31/15
 
12/31/14
 
 
12/31/15
 
12/31/14
Derivatives in Cash Flow Hedging Relationships
 
 
 
 
 
 
 
 
 
Commodity contracts
Other current assets
$
1

 
$
1

 
Accrued expenses
$
15

 
$
14

Commodity contracts
Other assets
—

 
—

 
Other liabilities
5

 
7

Foreign exchange contracts
Other current assets
8

 
3

 
Accrued expenses
—

 
—

Total derivatives in hedging relationships
 
$
9

 
$
4

 
 
$
20

 
$
21

 
Balance Sheet
Location
Fair Value
 
Balance Sheet
Location
Fair Value
 
 
(millions)
 
12/31/15
 
12/31/14
 
 
12/31/15
 
12/31/14
Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
 
 
Commodity contracts
Other current assets
$
—

 
$
—

 
Accrued expenses
$
2

 
$
4

Commodity contracts
Other assets
—

 
—

 
Other liabilities
—

 
1

Total derivatives not designated as hedging instruments
 
$
—

 
$
—

 
 
$
2

 
$
5

 
 
 
 
 
 
 
 
 
 
Total derivatives
Total assets
$
9

 
$
4

 
Total liabilities
$
22

 
$
26
v3.3.1.900
Fair Value Measurements
 12 Months Ended
Dec. 31, 2015
Fair Value Disclosures [Abstract]  
Fair Value Measurements
Fair Value Measurements
Certain assets and liabilities are required to be recorded at fair value. The fair values of our cash equivalents, equity mutual funds, marketable securities and derivatives were determined using the fair value hierarchy of inputs described in Note 1. The cash equivalents, primarily consisting of money market funds, and equity mutual funds are valued based on quoted prices in active markets and, as a result, are classified as Level 1. Instruments classified as Level 2 are valued using income approach or market approach. We employ an income approach, such as discounted cash-flow method and use readily observable market data and internally developed valuation models when valuing our derivatives. The inputs for the valuation models are obtained from data providers and include end-of-period spot and forward natural gas prices and foreign currency exchange rates, natural gas price volatility and LIBOR and swap rates for discounting the cash flows implied from the derivative contracts. Marketable securities are valued using market value approaches, for example, pricing based on recent transactions. These values are based on quoted prices or other observable market inputs received from data providers.
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)
12/31/15

 
12/31/14

 
12/31/15

 
12/31/14

 
12/31/15

 
12/31/14

 
12/31/15

 
12/31/14

Cash equivalents
$
223

 
$
93

 
$
25

 
$
32

 
$
—

 
$
—

 
$
248

 
$
125

Equity mutual funds
4

 
4

 
—

 
—

 
—

 
—

 
4

 
4

Marketable securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate debt securities
—

 
—

 
134

 
93

 
—

 
—

 
134

 
93

U.S. government and agency debt securities
—

 
—

 
57

 
22

 
—

 
—

 
57

 
22

Asset-backed debt securities
—

 
—

 
21

 
17

 
—

 
—

 
21

 
17

Certificates of deposit
—

 
—

 
15

 
18

 
—

 
—

 
15

 
18

Municipal debt securities
—

 
—

 
3

 
4

 
—

 
—

 
3

 
4

Derivative assets
—

 
—

 
9

 
4

 
—

 
—

 
9

 
4

Derivative liabilities
—

 
—

 
(22
)
 
(26
)
 
—

 
—

 
(22
)
 
(26
)

Certain assets and liabilities are measured at fair value on a nonrecurring basis rather than on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment or when a new liability is being established that requires fair value measurement. As disclosed in Note 12, during 2014, we recorded asset impairment charges of $90 million.
During 2014, we reviewed the carrying value of the ocean vessels owned by GTL for potential impairment by comparing the carrying value of those assets with their fair values. To determine the estimated fair value for the ocean vessels, we engaged a third-party ship broker. Management developed our estimate of fair value by considering comparable sales for similar asset types and incorporating an adjustment for the specialized nature of these assets. This fair value measurement is classified as Level 3, and, as disclosed in Notes 12 and 13, we recorded a long-lived asset impairment charge of $60 million during the fourth quarter of 2014.
Also during 2014, we reviewed our property, plant and equipment for potential impairment by comparing the carrying values of those assets with their fair values as estimated using the future undiscounted cash flows for their remaining useful lives. We measured the fair value of the machinery, equipment and buildings using measurements classified as Level 3, and, as disclosed in Note 12, we recorded long-lived asset impairment charges of $30 million.
v3.3.1.900
Employee Retirement Plans
 12 Months Ended
Dec. 31, 2015
Compensation and Retirement Disclosure [Abstract]  
Employee Retirement Plans
Employee Retirement Plans
We maintain defined benefit pension plans for most of our employees. Most of these plans require employee contributions in order to accrue benefits. Benefits payable under the plans are based on employees’ years of service and compensation during specified years of employment. Effective December 31, 2010, we amended the USG Corporation defined benefit pension plan to replace the final average pay formula with a cash balance formula for employees hired after that date.
In 2013, we communicated to certain terminated vested participants in our USG Corporation Retirement Plan an option to receive a lump sum payment for their accrued benefits. The option commenced on October 1, 2013 and expired on November 15, 2013. For participants who elected this option, payments were made in December 2013, and we incurred a settlement charge of approximately $15 million, with a corresponding reduction in accumulated other comprehensive income (loss).
We had maintained a pension plan for our subsidiary USG (U.K.) Ltd which had been previously frozen to permanently eliminate future benefit accruals. In December 2014, we irrevocably purchased annuities for the remaining deferred members of the plan relieving us of the responsibility of the pension benefit obligation, or PBO. Consequently, we recorded a settlement charge in selling and administrative expenses in the amount of $13 million and removed the net pension asset from our consolidated balance sheet.
We also maintain plans that provide postretirement benefits (retiree health care and life insurance) for eligible employees. Employees hired before January 1, 2002 generally become eligible for the postretirement benefit plans when they meet minimum retirement age and service requirements. The cost of providing most postretirement benefits is shared with retirees.
In 2011 and 2014, we amended our U.S. postretirement benefit plan to require retiree medical plan participants to begin purchasing individual coverage in the Affordable Insurance Exchanges or individual Medicare marketplace beginning January 1, 2016 using a company-funded subsidy. The subsidy will be determined based upon years of service at retirement and Medicare eligibility. The subsidy provided to retirees eligible for Medicare will end December 31, 2019. As a result of the amendments, the measurement of the accumulated postretirement benefit obligation, or APBO, was reduced and a credit to unrecognized prior service cost is being amortized into the statement of operations over the average remaining service of active plan participants to retirement eligibility.
The components of net pension and postretirement benefit costs are summarized in the following table:
(millions)
2015
 
2014
 
2013
Pension Benefits:
 
 
 
 
 
Service cost of benefits earned
$
49

 
$
37

 
$
38

Interest cost on projected benefit obligation
66

 
65

 
63

Expected return on plan assets
(83
)
 
(79
)
 
(76
)
Settlement (a)
1

 
13

 
16

Net amortization
39

 
24

 
43

Net pension cost
$
72

 
$
60

 
$
84

Postretirement Benefits:
 
 
 
 
 
Service cost of benefits earned
$
2

 
$
3

 
$
3

Interest cost on projected benefit obligation
6

 
7

 
7

Net amortization
(31
)
 
(35
)
 
(34
)
Net postretirement benefit
$
(23
)
 
$
(25
)
 
$
(24
)
(a)
In 2014, the settlement charge related to the elimination of the benefit obligation of the UK pension plan due to the purchase of annuities. In 2013, the settlement charge primarily related to lump sum payments made to certain terminated vested participants in our U.S. Plan.
We use a December 31 measurement date for our plans. The accumulated benefit obligation, or ABO, for the defined benefit pension plans was $1.354 billion as of December 31, 2015 and $1.429 billion as of December 31, 2014.
 
As of December 31,
(millions)
2015
 
2014
Selected information for pension plans with accumulated benefit obligations in excess of plan assets:
 
 
 
Accumulated benefit obligation
$
(1,182
)
 
$
(1,230
)
Fair value of plan assets
1,097

 
1,113

Selected information for pension plans with benefit obligations in excess of plan assets:
 
 
 
Benefit obligation
$
(1,365
)
 
$
(1,686
)
Fair value of plan assets
1,099

 
1,340


The following table summarizes projected benefit obligations, plan assets and funded status as of December 31:
 
Pension
 
Postretirement
(millions)
2015
 
2014
 
2015
 
2014
Change in Benefit Obligation:
 
 
 
 
 
 
 
Benefit obligation as of January 1
$
1,686

 
$
1,376

 
$
167

 
$
166

Service cost
49

 
37

 
2

 
3

Interest cost
66

 
65

 
6

 
7

Curtailment/settlements
(4
)
 
(24
)
 
—

 
—

Participant contributions
11

 
10

 
3

 
8

Benefits paid
(86
)
 
(81
)
 
(11
)
 
(20
)
Plan amendment
—

 
—

 
—

 
4

Actuarial (gain) loss
(119
)
 
327

 
(14
)
 
4

Foreign currency translation
(39
)
 
(24
)
 
(9
)
 
(5
)
Benefit obligation as of December 31
$
1,564

 
$
1,686

 
$
144

 
$
167

Change in Plan Assets:
 
 
 
 
 
 
 
Fair value as of January 1
$
1,340

 
$
1,262

 
$
—

 
$
—

Actual return on plan assets
17

 
132

 
—

 
—

Employer contributions
61

 
64

 
8

 
12

Participant contributions
11

 
10

 
3

 
8

Benefits paid
(86
)
 
(81
)
 
(11
)
 
(20
)
Curtailment/settlements
(4
)
 
(24
)
 
—

 
—

Foreign currency translation
(38
)
 
(23
)
 
—

 
—

Fair value as of December 31
$
1,301

 
$
1,340

 
$
—

 
$
—

Funded status
$
(263
)
 
$
(346
)
 
$
(144
)
 
$
(167
)
Components on the Consolidated Balance Sheets:
 
 
 
 
 
 
 
Noncurrent assets
$
3

 
$
—

 
$
—

 
$
—

Current liabilities
(9
)
 
(9
)
 
(9
)
 
(13
)
Noncurrent liabilities
(257
)
 
(337
)
 
(135
)
 
(154
)
Net liability as of December 31
$
(263
)
 
$
(346
)
 
$
(144
)
 
$
(167
)
Pretax Components in AOCI:
 
 
 
 
 
 
 
Net actuarial loss
$
387

 
$
490

 
$
7

 
$
24

Prior service credit
(1
)
 
(1
)
 
(108
)
 
(140
)
Total as of December 31
$
386

 
$
489

 
$
(101
)
 
$
(116
)
 
 
 
 
 
 
 
 

For our defined benefit pension plans, the 2015 actuarial gain of $119 million was primarily due to an increase in the discount rates and the adoption of the new mortality tables published by the Society of Actuaries used to determine the benefit obligation. The weighted-average discount rate increased from 4.10% at December 31, 2014 to 4.43% at December 31, 2015 and decreased from 4.90% at December 31, 2013 to 4.10% at December 31, 2014.
For the defined benefit pension plans, we estimate that during 2016 we will amortize from AOCI into net pension cost a net actuarial loss of $19 million and no prior service cost. For the postretirement benefit plans, we estimate that during 2016 we will amortize from AOCI into net postretirement cost a net actuarial loss of $1 million and a prior service credit of $28 million.
ASSUMPTIONS
The following tables reflect the assumptions used in the accounting for our plans:
 
Pension
 
Postretirement
 
2015
 
2014
 
2015
 
2014
Weighted average assumptions used to determine benefit obligations as of December 31:
 
 
 
 
 
 
 
Discount rate
4.43
%
 
4.10
%
 
4.24
%
 
3.70
%
Compensation increase rate
3.55
%
 
3.60
%
 
N/A
 
N/A
Weighted average assumptions used to determine net cost for years ended December 31:
 
 
 
 
 
 
 
Discount rate
4.10
%
 
4.90
%
 
3.70
%
 
4.60
%
Expected return on plan assets
6.70
%
 
7.00
%
 
N/A
 
N/A
Compensation increase rate
3.50
%
 
3.50
%
 
N/A
 
N/A

We no longer have significant exposure to health care cost trend rates due to the modifications we made to our U.S. postretirement health care plan to limit the increase in the annual amount we pay for retiree health care coverage for certain current and future retirees to 3% and to require retiree medical plan participants to begin purchasing individual coverage in the Affordable Insurance Exchanges or individual Medicare marketplace beginning January 1, 2016 using a company-funded subsidy based upon years of service at retirement.
For the measurement of the APBO at December 31, 2015 for our Canadian postretirement health care plan, the assumed health care cost trend rates start with an 8% increase in 2016, followed by a gradual decline in increases to 4% for 2032. For the measurement of the APBO at December 31, 2014, the assumed health care cost trend rates started with a 8.25% increase in 2015, followed by a gradual decline in increases to 4% for 2032 and beyond.
A one percentage point change in the assumed health care cost trend rates would have the following effects on our U.S. and Canadian plans:
(millions)
One-Percentage-
Point Increase
 
One-Percentage-
Point Decrease
Effect on total service and interest cost
$
1

 
$
—

Effect on postretirement benefit obligation
10

 
(8
)

RETIREMENT PLAN ASSETS
Investment Policies and Strategies: We have established investment policies and strategies for the defined benefit pension plans’ assets with a long-term objective of maintaining the plans’ assets at a level equal to or greater than that of their liabilities (as measured by a funded ratio of 100% or more of the ABO) and maximizing returns on the plans’ assets consistent with our moderate tolerance for risk. Contributions are made to the plans periodically as needed to meet funding targets or requirements. Factors influencing our determination to accept a moderate degree of risk include the timing of plan participants’ retirements and the resulting disbursement of retirement benefits, the liquidity requirements of the plans and our financial condition.
Our overall long-term objective is to achieve a 6.7% rate of return on plan assets with a moderate level of risk as indicated by the volatility of investment returns. This rate of return target was established using a “building block” approach. In this approach, ranges of long-term expected returns for the various asset classes in which the plans invest are estimated. The estimated ranges are primarily based on observations of historical asset returns and their historical volatility. In determining the expected returns, we also consider consensus forecasts of certain market and economic factors that influence returns, such as inflation, gross domestic product trends and dividend yields. We then calculate an overall range of likely expected rates of return by applying the expected asset returns to the plans’ target asset allocation. The most likely rate of return is then determined and is adjusted to account for investment management fees.
Our investment strategy is to invest in a diversified mix of asset classes in accordance with an asset allocation that we believe is likely to achieve our long-term target return while prudently considering risk. In order to manage risk, the plans’ pension and investment committees periodically rebalance the asset allocations as outlined by our investment policy statements. Our investment policy statements include glide paths which outline how our asset allocation would increase the portion of liability-hedging assets, such as fixed income, as our funded status improves in the future. This liability-driven investing approach is carried out by professional investment managers who help the committees in this process. The committees also monitor the investment performance of the individual investment managers compared to their benchmark returns and investment guidelines on an ongoing basis, in part through the use of quarterly investment portfolio reviews and compliance reporting by investment managers. The pension and investment committees also evaluate risk by periodically conducting asset/liability studies to assess the correlation of the plans’ assets and liabilities and the degree of risk in the target asset allocations. The plans limit the use of leverage to select investment strategies where leverage is typically employed, such as private equity and real estate. Certain investment managers utilize derivatives, such as swaps, bond futures, and options, as part of their investment strategies. This is done primarily to gain a desired market exposure or manage factors such as interest rate risk or duration of a bond portfolio.
The following table shows the aggregate target asset allocation on a weighted average basis for all the plans and the acceptable ranges around the targets as of December 31, 2015.
 
 
Investment Policy
 
 
Target
 
Range
Asset Categories:
Asset Category Description
 
 
 
Equity
Institutional commingled/pooled equity funds, equity mutual funds and direct holdings of the common stock of U.S. and non-U.S. companies; equity funds and direct holdings are invested in companies with a range of market capitalizations
40
%
 
36% - 42%
Fixed income
U.S. Treasury securities, non-U.S. government debt securities such as Canadian federal bonds, corporate bonds of companies from diversified industries and mortgage-backed securities
49
%
 
46% - 52%
Limited partnerships
Investments in funds that follow any of several different strategies, including investing in distressed debt, energy development, infrastructure, and hedge funds. These investments use strategies with returns normally expected to have a reduced correlation to the return of equities as compared to other asset classes and often provide a current income component that is a meaningful portion of the investment’s total return.
5
%
 
2% -8%
Other real assets
Primarily investments in large core, private real estate funds that directly own a diverse portfolio of properties located in the United States. It also includes an allocation to funds investing in equities of real estate and infrastructure companies
6
%
 
3% - 9%
Cash equivalents and short-term investments
Primarily held in short-term investment funds or registered money market funds with daily liquidity
—
%
 
0% - 5%
Total
 
100
%
 
 

Fair Values of Plan Assets: Pension assets are classified based on the valuation methodologies and inputs used to determine the fair value as described in Note 1.
Level 1 investments include mutual funds, or direct investments in common stocks of U.S. and non-U.S. companies that trade on liquid exchanges. These investments are valued based on the closing price on these exchanges.
Level 2 investments include primarily fixed income securities such as corporate, or government debentures, mortgage- and asset-backed securities. They are valued primarily using income and market approaches, such as pricing based on recent market transactions, and values are based on quoted prices or other observable market inputs received from data providers. Commingled funds not traded on an exchange, even though their underlying investments are common stocks traded on liquid exchanges, are also included in the Level 2 category. The net asset value of commingled funds investing in either stocks or fixed income securities is calculated by subtracting the value of any liabilities from the market value of all securities owned by a fund.
Level 3 investments include real estate, infrastructure, or direct energy investments as well as distressed securities or hedge funds. These are valued using income approach methodologies such as discounted cash flows, or market approach methodologies such as relative value (specific to equity securities), direct capitalization and comparable sales (specific to real estate investments). Some of the key inputs used to value these securities include discount rate, EBITDA multiple, yield-to-worst, yield-to-maturity, and cap rate (specific to real estate investments).
The fair values by hierarchy of inputs as of December 31 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)
2015
 
2014
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Asset Categories:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity: (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common and preferred stock
$
55

 
$
74

 
$
—

 
$
—

 
$
—

 
$
—

 
$
55

 
$
74

Commingled/pooled/mutual funds
54

 
53

 
448

 
470

 
—

 
—

 
502

 
523

Total equity
109

 
127

 
448

 
470

 
—

 
—

 
557

 
597

Fixed income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency debt securities
—

 
—

 
177

 
195

 
—

 
—

 
177

 
195

Non-U.S. government and agency debt securities
—

 
—

 
32

 
30

 
—

 
—

 
32

 
30

Investment-grade debt securities
—

 
—

 
199

 
184

 
—

 
—

 
199

 
184

High-yield debt securities
—

 
—

 
36

 
39

 
—

 
—

 
36

 
39

Commingled/pooled funds
—

 
—

 
129

 
114

 
—

 
—

 
129

 
114

Other
—

 
—

 
3

 
8

 
1

 
1

 
4

 
9

Total fixed income
—

 
—

 
576

 
570

 
1

 
1

 
577

 
571

Limited partnerships
—

 
—

 
—

 
—

 
106

 
103

 
106

 
103

Other real estate assets
—

 
—

 
15

 
20

 
37

 
35

 
52

 
55

Cash equivalents and short-term investments
—

 
—

 
10

 
17

 
—

 
—

 
10

 
17

Total
$
109

 
$
127

 
$
1,049

 
$
1,077

 
$
144

 
$
139

 
$
1,302

 
$
1,343

Cash on hand
 
 
 
 
 
 
 
 
 
 
 
 
—

 
—

Receivables
 
 
 
 
 
 
 
 
 
 
 
 
9

 
1

Accounts payable
 
 
 
 
 
 
 
 
 
 
 
 
(10
)
 
(4
)
Total
 
 
 
 
 
 
 
 
 
 
 
 
$
1,301

 
$
1,340

(a)
Certain investments in commingled/pooled equity funds have been classified as Level 2 in 2015 and 2014 because observable quoted prices for these institutional funds are not available.
A reconciliation of the change in the fair value measurement of the defined benefit plans’ consolidated assets using significant unobservable inputs (Level 3) between January 1, 2014 and December 31, 2015 is as follows:
(millions)
Fixed
Income
 
Other Real Estate Assets
 
Limited
Partnerships
 
Total
Balance as of January 1, 2014
$
1

 
$
35

 
$
39

 
$
75

Realized gains
—

 
1

 
—

 
1

Unrealized gains (losses)
—

 
1

 
(2
)
 
(1
)
Purchases, sales and settlements:
 
 
 
 
 
 
 
Purchases
—

 
—

 
67

 
67

Sales
—

 
(2
)
 
(1
)
 
(3
)
Settlements
—

 
—

 
—

 
—

Net transfers into (out of) Level 3
—

 
—

 
—

 
—

Balance as of December 31, 2014
$
1

 
$
35

 
$
103

 
$
139

Realized losses
—

 
(1
)
 
—

 
(1
)
Unrealized gains
—

 
5

 
1

 
6

Purchases, sales and settlements:
 
 
 
 
 
 
 
Purchases
—

 
—

 
2

 
2

Sales
—

 
(2
)
 
—

 
(2
)
Settlements
—

 
—

 
—

 
—

Net transfers into (out of) Level 3
—

 
—

 
—

 
—

Balance as of December 31, 2015
$
1

 
$
37

 
$
106

 
$
144


CASH FLOWS
For 2016, our defined benefit pension plans have no minimum funding requirements under the Employee Retirement Income Security Act of 1974. We are evaluating our level of funding for pension plans and currently estimate that we will contribute approximately $65 million to our pension plans in 2016. Our cash payments for postretirement plans are estimated to be $9 million in 2016.
Total benefit payments we expect to make to participants, which include payments funded from USG’s assets as well as payments from our pension plans' assets, are as follows (in millions):
Years ended December 31
Pension
Benefits
 
Postretirement
Benefits
2016
$
105

 
$
9

2017
84

 
9

2018
94

 
10

2019
95

 
10

2020
128

 
8

2021 - 2025
585

 
43


DEFINED CONTRIBUTION PLANS
Total charges for our defined contribution plans amounted to approximately $7 million, $6 million and $3 million for the years ended December 31, 2015, 2014 and 2013, respectively. These charges primarily consisted of contributions to our U.S. plan, commonly known as a 401(k) plan. The U.S. plan provides participating employees the opportunity to invest 1% to 75% of their compensation on a pretax and/or Roth after-tax basis. Effective January 1, 2014, participants earn a guaranteed company match of 25% on employee contributions up to 6% of their eligible compensation. During 2013 the company match was 10% on contributions up to 6% of their eligible compensation. Employees are fully vested in company matching contributions after three years of participation in the plan. USG’s contributions are charged to cost of products sold and selling and administrative expenses.
v3.3.1.900
Share-Based Compensation
 12 Months Ended
Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Share-Based Compensation
Share-Based Compensation
We grant share-based compensation to eligible participants under our Long-Term Incentive Plan, or LTIP. The LTIP was approved by our Board of Directors and stockholders. As of December 31, 2015, a total of 12.7 million shares of common stock were authorized for grants under the LTIP, of which 3 million shares were reserved for future grants. The LTIP authorizes the Board, or the Board’s Compensation and Organization Committee, to provide equity-based compensation in the form of stock options, stock appreciation rights, or SARs, restricted stock, restricted stock units, or RSUs, market share units, or MSUs, performance shares and units, and other cash and share-based awards for the purpose of providing our non-employee directors, officers and other employees incentives and rewards for performance. We may issue common shares upon option exercises and upon the vesting or grant of other awards under the LTIP from our authorized but unissued shares or from treasury shares.
Our expense for share-based arrangements was $15 million in 2015, $21 million in 2014 and $19 million in 2013 and is included in selling and administrative expense in our consolidated statements of operations. No income tax benefits were recognized for share-based arrangements in the consolidated statements of operations in 2015, 2014 and 2013. We recognize expense on all share-based awards over the service period, which is the shorter of the period until the employees’ retirement eligibility dates or the service period of the award for awards expected to vest. For awards with graded vesting that only contain a service condition, we recognize expense on a straight-line basis over the service period. Expense is generally reduced for estimated forfeitures. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.
Excess tax benefits related to share based compensation are the difference between the amount of deductible compensation expense reported for tax purposes and the compensation expense recorded for financial reporting purposes for a stock award. Excess tax benefits that are not realized are not reflected in additional paid-in-capital until there is a reduction to taxes payable. As a result of the NOL carryforwards for federal tax purposes in 2015, 2014 and 2013, none of the excess tax benefits with respect to exercised stock options and vestings of RSUs, MSUs and performance shares for those years has been reflected in additional paid-in-capital as of December 31, 2015. Included in our federal tax NOL carryforwards is $68 million of unrealized excess tax benefits for which a tax benefit of $24 million will be recorded in additional paid-in-capital if the loss carryforward is fully utilized.
STOCK OPTIONS
We last granted stock options in 2012. Stock options generally become exercisable in four equal annual installments beginning one year from the date of grant, although they may become exercisable earlier in the event of death, disability, retirement or a change in control. The stock options generally expire ten years from the date of grant, or earlier in the event of death, disability or retirement.
A summary of stock options outstanding as of December 31, 2015 and of stock option activity during 2015 is presented below:
 
Number of
Options
(000)
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term (years)
 
Aggregate
Intrinsic
Value
(millions)
Outstanding at January 1, 2015
3,982

 
$
26.77

 
4.17
 
$
31

Exercised
(410
)
 
14.61

 
 
 
 
Canceled
(67
)
 
41.50

 
 
 
 
Forfeited
(9
)
 
14.76

 
 
 
 
Outstanding at December 31, 2015
3,496

 
$
28.00

 
3.06
 
$
19

Exercisable at December 31, 2015
3,363

 
$
28.51

 
2.93
 
$
18

Vested or expected to vest at December 31, 2015
3,496

 
$
28.00

 
2.99
 
$
19


Intrinsic value for stock options is defined as the difference between the current market value of our common stock and the exercise price of the stock options. The total intrinsic value of stock options exercised was $6 million in 2015, $8 million in 2014 and $7 million in 2013 and cash received from the exercise of stock options was $6 million in 2015, $4 million in 2014 and $4 million in 2013.
The total fair value of stock options vested was $1 million during 2015, $2 million during 2014 and $10 million during 2013.
MARKET SHARE UNITS
We granted market share units, or MSUs, during 2015, 2014, and 2013 with weighted average grant date fair values of $30.06, $40.20, and $34.55, respectively. MSUs generally vest after a three-year period based on our actual stock price performance during such period. The number of MSUs earned will vary from zero to 150% of the number of MSUs awarded depending on the actual performance of our stock price. In the case of termination of employment due to death, disability or retirement during the performance period, vesting will be pro-rated based on the number of full months employed in 2015. Awards earned will be issued at the end of the three-year period. MSUs may vest earlier in the case of a change in control in most circumstances only if there is also a related loss of employment or diminution of duties. Each MSU earned will be settled in common stock.
We estimated the fair value of each MSU granted on the date of grant using a Monte Carlo simulation that used the assumptions noted in the following table. Volatility was based on stock price history immediately prior to grant for a period commensurate with the expected term. The risk-free rate was based on zero-coupon U.S. government issues at the time of grant. The expected term represents the period from the valuation date to the end of the performance period.
Assumptions:
2015
 
2014
 
2013
Expected volatility
42.70
%
 
54.93
%
 
60.97
%
Risk-free rate
1.09
%
 
0.63
%
 
0.35
%
Expected term (in years)
2.95

 
2.94

 
2.38

Expected dividends
—

 
—

 
—


Nonvested MSUs outstanding as of December 31, 2015 and MSU activity during 2015 were as follows:
 
Weighted
Number
of Shares
(000)
 
Weighted
Average
Grant Date
Fair Value
Nonvested at January 1, 2015
511

 
$
38.43

Granted
474

 
30.06

Vested
(156
)
 
34.80

Forfeited
(86
)
 
34.34

Nonvested at December 31, 2015
743

 
34.33


Half of the MSUs granted in 2013 vested after a three-year performance period ended December 31, 2015. Of those MSUs granted with a three-year performance period, 155,595 vested for approximately 119,808 common shares based on the actual performance of our stock price. The remaining MSUs with a three-year performance period granted in 2013 were forfeited.
Total unrecognized compensation cost related to nonvested share-based compensation awards represented by MSUs granted under the LTIP was $4 million as of December 31, 2015. We expect that cost to be recognized over a weighted average period of 1.7 years.
RESTRICTED STOCK UNITS
We granted RSUs during 2015, 2014 and 2013 with weighted average grant date fair values of $28.56, $32.50 and $29.44, respectively. RSUs granted as special retention awards, including those granted in 2015, generally vest after a specified number of years from the date of grant or at a specified date and RSUs granted with performance goals vest if those goals are attained. RSUs may vest earlier in the case of death, disability, retirement or a change in control. Each RSU is settled in a share of our common stock after the vesting period. The fair value of each RSU granted is equal to the closing market price of our common stock on the date of grant.
In 2015, we granted RSUs as special retention awards with respect to 94,000 shares of common stock that generally vest in three years from the date of grant.
RSUs outstanding as of December 31, 2015 and RSU activity during 2015 were as follows:
 
Number
of Shares
(000)
 
Weighted
Average
Grant Date
Fair Value
Nonvested at January 1, 2015
423

 
$
20.12

Granted
94

 
28.56

Vested
(220
)
 
17.84

Forfeited
(27
)
 
24.36

Nonvested at December 31, 2015
270

 
24.49


As of December 31, 2015, there was $3 million of total unrecognized compensation cost related to nonvested share-based compensation awards represented by RSUs granted under the LTIP. We expect that cost to be recognized over a weighted average period of 2.6 years. The total fair value of RSUs that vested was $4 million during 2015, $6 million during 2014 and $7 million during 2013.
PERFORMANCE SHARES
We granted performance shares during 2015, 2014 and 2013. The weighted average grant date fair value was $30.63 for 2015, $46.46 in 2014, and $38.89 in 2013. The performance shares generally vest after a period of three years based on our total stockholder return relative to the performance of the Dow Jones U.S. Construction and Materials Index, with adjustments to that index in certain circumstances, for the three-year period. The number of performance shares earned will vary from zero to 200% of the number of performance shares awarded depending on that relative performance. Vesting will be pro-rated based on the number of full months employed during the performance period in the case of death, disability, retirement or a change in control, and pro-rated awards earned will be 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 uses the assumptions noted in the following table. Volatility was based on stock price history immediately prior to grant for a period commensurate with the expected term. The risk-free rate was based on zero coupon U.S. government issues at the time of grant. The expected term represents the period from the grant date to the end of the three-year performance period.
Assumptions:
2015
 
2014
 
2013
Expected volatility
42.70
%
 
54.93
%
 
59.98
%
Risk-free rate
1.09
%
 
0.63
%
 
0.43
%
Expected term (in years)
2.95

 
2.94

 
2.88

Expected dividends
—

 
—

 
—


Nonvested performance shares outstanding as of December 31, 2015 and performance share activity during 2015 were as follows:
 
Weighted
Number
of Shares
(000)
 
Weighted
Average
Grant Date
Fair Value
Nonvested at January 1, 2015
203

 
$
42.82

Granted
147

 
30.63

Vested
(89
)
 
38.89

Forfeited
(39
)
 
24.12

Nonvested at December 31, 2015
222

 
37.20


With respect to the performance shares granted in 2013, for which the three-year performance period ended December 31, 2015, 89,040 of the performance shares vested for no common shares. The remaining performance shares with a three-year performance period granted in 2013 were forfeited.
Total unrecognized compensation cost related to nonvested share-based compensation awards represented by performance shares granted under the LTIP was $4 million as of December 31, 2015. We expect that cost to be recognized over a weighted average period of 1.7 years.
NON-EMPLOYEE DIRECTOR DEFERRED STOCK UNITS
Our non-employee directors may elect to receive a portion of their compensation as deferred stock units that increase or decrease in value in direct relation to the market price of our common stock. Deferred stock units earned through December 31, 2007 will be paid in cash upon termination of board service. Deferred stock units earned thereafter will be paid in cash or shares of USG common stock, at the election of the director, upon termination of board service.
The number of deferred stock units held by non-employee directors was approximately 193,117 as of December 31, 2015, 164,235 as of December 31, 2014 and 182,632 as of December 31, 2013. We recorded expense related to these deferred stock units of $1 million in 2015, 2014 and 2013, respectively.
v3.3.1.900
Supplemental Balance Sheet Information
 12 Months Ended
Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Supplemental Balance Sheet Information
Supplemental Balance Sheet Information
INVENTORIES
Inventories as of December 31 consisted of the following:
(millions)
2015
 
2014
Finished goods
$
210

 
$
232

Work in progress
36

 
35

Raw materials
68

 
62

Total
$
314

 
$
329


PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment as of December 31 consisted of the following:
(millions)
2015
 
2014
Land and mineral deposits
$
131

 
$
135

Buildings and improvements
1,088

 
1,095

Machinery and equipment
2,505

 
2,563

 
3,724

 
3,793

Reserves for depreciation and depletion
(1,936
)
 
(1,885
)
Total
$
1,788

 
$
1,908

Annual depreciation and depletion expense
$
130

 
$
134


ACCRUED EXPENSES
Accrued expenses as of December 31 consisted of the following:
(millions)
2015
 
2014
Self-insurance reserves
$
20

 
$
21

Employee compensation
40

 
42

Interest
45

 
45

Restructuring
—

 
1

Derivatives
17

 
18

Pension and other postretirement benefits
18

 
22

Environmental
16

 
16

Other
58

 
55

Total
$
214

 
$
220


ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Changes in the balances of each component of accumulated other comprehensive income (loss), or AOCI, are summarized in the following table:
(millions)
Derivatives
 
Pension and Other Postretirement Benefit Plans
 
Foreign
Currency Translation
 
Total AOCI
Balance as of January 1, 2013
$
32

 
$
(303
)
 
$
38

 
$
(233
)
Other comprehensive income (loss) before reclassifications
4

 
247

 
(17
)
 
234

Less: Amounts reclassified from AOCI, net of tax
1

 
(24
)
 
—

 
(23
)
Other comprehensive income (loss), net of tax
3

 
271

 
(17
)
 
257

Balance as of December 31, 2013
$
35

 
$
(32
)
 
$
21

 
$
24

Other comprehensive loss before reclassifications
(15
)
 
(272
)
 
(68
)
 
(355
)
Less: Amounts reclassified from AOCI, net of tax
4

 
(2
)
 
5

 
7

Other comprehensive loss, net of tax
(19
)
 
(270
)
 
(73
)
 
(362
)
Balance as of December 31, 2014
$
16

 
$
(302
)
 
$
(52
)
 
$
(338
)
Other comprehensive (loss) income before reclassifications
(5
)
 
74

 
(67
)
 
2

Less: Amounts reclassified from AOCI, net of tax
(9
)
 
(7
)
 
(6
)
 
(22
)
Other comprehensive income (loss), net of tax
4

 
81

 
(61
)
 
24

Balance as of December 31, 2015
$
20

 
$
(221
)
 
$
(113
)
 
$
(314
)

Amounts reclassified from AOCI, net of tax, for the years ended December 31, 2015 and 2014, were as follows:
(millions)
 
 
2015
 
2014
Derivatives
 
 
 
 
 
Net reclassification from AOCI for cash flow hedges included in cost of products sold
 
 
$
(8
)
 
$
4

Net reclassification from ACOI for cash flow hedges included in income and gain from the sale of equity method investment to related party
 
 
1

 
—

Less: Income tax expense on reclassification from AOCI included in income tax expense
 
 
2

 
—

Net amount reclassified from AOCI
 
 
$
(9
)
 
$
4

 
 
 
 
 
 
Pension and postretirement benefits
 
 
 
 
 
Net reclassification from AOCI for amortization of prior service (benefit) cost included in cost of products sold
 
 
$
(5
)
 
$
7

Net reclassification from AOCI for amortization of prior service (benefit) cost included in selling and administrative expenses
 
 
(3
)
 
(10
)
Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit)
 
 
(1
)
 
(1
)
Net amount reclassified from AOCI
 
 
$
(7
)
 
$
(2
)
 
 
 
 
 
 
Foreign Currency Translation
 
 
 
 
 
Net reclassification from AOCI for translation (loss) gain realized upon the sale of foreign entities
 
 
$
(6
)
 
$
5

Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit)
 
 
—

 
—

Net amount reclassified from AOCI
 
 
$
(6
)
 
$
5


We estimate that we will reclassify a net $9 million after-tax loss on derivatives from AOCI to earnings within the next 12 months.
ASSET RETIREMENT OBLIGATIONS
Changes in our liability for asset retirement obligations during 2015 and 2014 consisted of the following:
(millions)
2015
 
2014
Balance as of January 1
$
123

 
$
132

Accretion expense
7

 
7

Liabilities incurred
1

 
2

Changes in estimated cash flows (a)
(5
)
 
(13
)
Liabilities settled
(2
)
 
(2
)
Foreign currency translation
(5
)
 
(3
)
Balance as of December 31
$
119

 
$
123

(a)
Changes in estimated cash flows for the year ended December 31, 2014 includes changes in estimates primarily for our gypsum quarry and ship loading facility in Windsor, Nova Scotia, Canada, which we permanently closed during the third quarter of 2011, and our mining operation in Little Narrows, Nova Scotia, Canada as a result of receiving regulatory approval of a revised reclamation plan in 2014.
Our asset retirement obligations include reclamation requirements as regulated by government authorities related principally to assets such as our mines, quarries, landfills, ponds and wells. The accounting for asset retirement obligations requires estimates by management about the timing of asset retirements, the cost of retirement obligations, discount and inflation rates used in determining fair values and the methods of remediation associated with our asset retirement obligations. We generally use assumptions and estimates that reflect the most likely remediation method on a site-by-site basis. Our estimated liability for asset retirement obligations is revised annually, and whenever events or changes in circumstances indicate that a revision to the estimate is necessary.
In instances where a decrease in the asset retirement obligation is in excess of the related remaining net book value of the asset retirement costs, the excess is recorded to the consolidated statement of operations as a reduction in cost of products sold. Asset retirement obligations are included in other liabilities on the consolidated balance sheets.
v3.3.1.900
Long-Lived Asset Impairment Charges
 12 Months Ended
Dec. 31, 2015
Restructuring and Related Activities [Abstract]  
Long-Lived Asset Impairment Charges
Long-Lived Asset Impairment Charges
We continuously evaluate our manufacturing needs by considering the capacity of existing and idled plants and production lines, as well as capital projects for manufacturing facilities, relative to the demand assumptions included in our long-range plan. Although industry and economic factors have improved and we believe that the overall economic recovery is intact, they are improving at a slower pace than expected, which required us to reconsider the future utilization of idled plants and production lines, and capital projects for manufacturing facilities. In 2014, we recorded the following impairment charges:
(millions)
2014
Ocean vessels
$
60

Wallboard lines or facilities
16

Previously incurred costs related to construction of future facilities
12

Other
2

Total long-lived asset impairment charges
$
90



There were no impairment charges recorded in 2015 or 2013.
In 2014, the long-lived asset impairment charges totaling $90 million included the following:
(a) $60 million related to two self-unloading ocean vessels that were subsequently sold in the second quarter of 2015. See Note 13 for further discussion.
(b) $16 million related to the carrying values of machinery, equipment and buildings at our temporarily idled gypsum quarry and wallboard production facility in Empire, Nevada and at our previously idled and now permanently closed gypsum wallboard line in New Orleans, Louisiana. In addition, in the third quarter of 2014 we permanently closed our wallboard line in Detroit, Michigan. No impairment charge was recorded with respect to our wallboard line in Detroit, Michigan, as these assets were previously impaired at the time the plant was originally idled.
(c) $12 million related to previously incurred and capitalized costs for the construction of two future facilities which we do not anticipate will be built within our planning horizon.
(d) $2 million related to the carrying values of machinery, equipment and buildings at our previously idled and now permanently closed paper production line in Gypsum, Ohio.
The carrying values of the machinery, equipment and buildings at our temporarily idled facility in Empire, Nevada exceeded the estimated future undiscounted cash flows for the remaining useful lives of the assets due to slower than expected acceleration in the markets served by this facility and our forecasts regarding the timing and future rate of recovery in those markets. Based on these conditions, we do not anticipate that the carrying values of the assets at this facility would be recovered prior to end of the assets’ useful lives, and therefore fully impaired these assets. For the production line in Gypsum, Ohio that we deemed to be permanently closed, we fully impaired the long-lived assets specific to that line.
The long-lived asset impairment charges relate solely to our Gypsum segment.
Gypsum Transportation Limited
Gypsum Transportation Limited, or GTL, owned two self-unloading ocean vessels. The two previously owned vessels and the third previously leased vessel were used to transship iron ore in and around Sierra Leone in accordance with a contract of affreightment. During 2014, our trading partner ceased performing under the contract, and consequently, we terminated the agreement. As a result of the contract termination, we assessed the recoverability of the two owned vessels and recorded an impairment charge of $60 million. Also in 2014, we recorded a contract termination charge of $6 million for costs to be incurred for the remaining term without economic benefit to us under the lease of the third vessel and we recorded a $9 million provision for bad debt for the trade receivable from our trading partner that we deemed uncollectible.
The impairment charge for the two owned vessels is recorded within "Long-lived asset impairment charges" on our consolidated statement of operations. The contract termination charge and provision for bad debt are recorded within "Contract termination and (recovery) loss on receivable" on our consolidated statements of operations.
In April 2015, we completed the sale of our two self-unloading ocean vessels owned by GTL for $42 million and recorded a gain of $7 million on the disposition. With a portion of the proceeds from the sale, GTL repaid the outstanding loan balance under GTL’s secured loan facility agreement with DVB Bank SE and paid applicable selling costs. Additionally, we returned the third vessel leased by GTL and paid $7 million of early termination costs which were previously accrued for in 2014. In the second quarter of 2015, GTL incurred charges of $6 million to exit our shipping operations. The net impact of the gain on the sale of the vessels and charges incurred to exit the shipping operations of $1 million is recorded in “Gain on disposal of shipping operations, net” on the consolidated statement of operations.
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 requires payments beginning in December 2015 for a total of $14 million.  For the payments received that are meant to settle the $9 million loss on the trade receivable, we will record the benefit to our statement of operations when we determine the payments to be probable.  For the remaining $5 million we will record the benefit to the statement of operations when realization is assured beyond a reasonable doubt, which is generally when the payments are received.  For the year ended December 31, 2015, we have recorded a recovery of $6 million and it is presented within the "Contract termination and (recovery) loss on receivable" on our consolidated statement of operations.
GTL recorded operating profit (loss) of $7 million in 2015, ($52) million in 2014, and $20 million in 2013.
v3.3.1.900
Gypsum Transportation Limited
 12 Months Ended
Dec. 31, 2015
Restructuring and Related Activities [Abstract]  
Gypsum Transportation Limited
Long-Lived Asset Impairment Charges
We continuously evaluate our manufacturing needs by considering the capacity of existing and idled plants and production lines, as well as capital projects for manufacturing facilities, relative to the demand assumptions included in our long-range plan. Although industry and economic factors have improved and we believe that the overall economic recovery is intact, they are improving at a slower pace than expected, which required us to reconsider the future utilization of idled plants and production lines, and capital projects for manufacturing facilities. In 2014, we recorded the following impairment charges:
(millions)
2014
Ocean vessels
$
60

Wallboard lines or facilities
16

Previously incurred costs related to construction of future facilities
12

Other
2

Total long-lived asset impairment charges
$
90



There were no impairment charges recorded in 2015 or 2013.
In 2014, the long-lived asset impairment charges totaling $90 million included the following:
(a) $60 million related to two self-unloading ocean vessels that were subsequently sold in the second quarter of 2015. See Note 13 for further discussion.
(b) $16 million related to the carrying values of machinery, equipment and buildings at our temporarily idled gypsum quarry and wallboard production facility in Empire, Nevada and at our previously idled and now permanently closed gypsum wallboard line in New Orleans, Louisiana. In addition, in the third quarter of 2014 we permanently closed our wallboard line in Detroit, Michigan. No impairment charge was recorded with respect to our wallboard line in Detroit, Michigan, as these assets were previously impaired at the time the plant was originally idled.
(c) $12 million related to previously incurred and capitalized costs for the construction of two future facilities which we do not anticipate will be built within our planning horizon.
(d) $2 million related to the carrying values of machinery, equipment and buildings at our previously idled and now permanently closed paper production line in Gypsum, Ohio.
The carrying values of the machinery, equipment and buildings at our temporarily idled facility in Empire, Nevada exceeded the estimated future undiscounted cash flows for the remaining useful lives of the assets due to slower than expected acceleration in the markets served by this facility and our forecasts regarding the timing and future rate of recovery in those markets. Based on these conditions, we do not anticipate that the carrying values of the assets at this facility would be recovered prior to end of the assets’ useful lives, and therefore fully impaired these assets. For the production line in Gypsum, Ohio that we deemed to be permanently closed, we fully impaired the long-lived assets specific to that line.
The long-lived asset impairment charges relate solely to our Gypsum segment.
Gypsum Transportation Limited
Gypsum Transportation Limited, or GTL, owned two self-unloading ocean vessels. The two previously owned vessels and the third previously leased vessel were used to transship iron ore in and around Sierra Leone in accordance with a contract of affreightment. During 2014, our trading partner ceased performing under the contract, and consequently, we terminated the agreement. As a result of the contract termination, we assessed the recoverability of the two owned vessels and recorded an impairment charge of $60 million. Also in 2014, we recorded a contract termination charge of $6 million for costs to be incurred for the remaining term without economic benefit to us under the lease of the third vessel and we recorded a $9 million provision for bad debt for the trade receivable from our trading partner that we deemed uncollectible.
The impairment charge for the two owned vessels is recorded within "Long-lived asset impairment charges" on our consolidated statement of operations. The contract termination charge and provision for bad debt are recorded within "Contract termination and (recovery) loss on receivable" on our consolidated statements of operations.
In April 2015, we completed the sale of our two self-unloading ocean vessels owned by GTL for $42 million and recorded a gain of $7 million on the disposition. With a portion of the proceeds from the sale, GTL repaid the outstanding loan balance under GTL’s secured loan facility agreement with DVB Bank SE and paid applicable selling costs. Additionally, we returned the third vessel leased by GTL and paid $7 million of early termination costs which were previously accrued for in 2014. In the second quarter of 2015, GTL incurred charges of $6 million to exit our shipping operations. The net impact of the gain on the sale of the vessels and charges incurred to exit the shipping operations of $1 million is recorded in “Gain on disposal of shipping operations, net” on the consolidated statement of operations.
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 requires payments beginning in December 2015 for a total of $14 million.  For the payments received that are meant to settle the $9 million loss on the trade receivable, we will record the benefit to our statement of operations when we determine the payments to be probable.  For the remaining $5 million we will record the benefit to the statement of operations when realization is assured beyond a reasonable doubt, which is generally when the payments are received.  For the year ended December 31, 2015, we have recorded a recovery of $6 million and it is presented within the "Contract termination and (recovery) loss on receivable" on our consolidated statement of operations.
GTL recorded operating profit (loss) of $7 million in 2015, ($52) million in 2014, and $20 million in 2013.
v3.3.1.900
Segments
 12 Months Ended
Dec. 31, 2015
Segment Reporting [Abstract]  
Segments
Segments

Our operations are organized into four reportable segments: Gypsum, Ceilings, Distribution and USG Boral Building Products, or UBBP. Segment results were as follows:

GYPSUM, CEILINGS AND DISTRIBUTION
 
For the year ended December 31,
(millions)
2015
 
2014
 
2013
Net Sales:
 
 
 
 
 
Gypsum
$
2,397

 
$
2,403

 
$
2,262

Ceilings
499

 
513

 
568

Distribution
1,428

 
1,345

 
1,245

Eliminations
(548
)
 
(537
)
 
(505
)
Total
$
3,776

 
$
3,724

 
$
3,570

 
 
 
 
 
 
Operating Profit (Loss):
 
 
 
 
 
Gypsum
$
348

 
$
169

 
$
261

Ceilings
89

 
87

 
98

Distribution
27

 
16

 
6

Corporate
(95
)
 
(109
)
 
(93
)
Eliminations
12

 
(1
)
 
(14
)
Total
$
381

 
$
162

 
$
258

 
 
 
 
 
 
Depreciation, Depletion and Amortization:
 
 
 
 
 
Gypsum
$
106

 
$
116

 
$
115

Ceilings
16

 
14

 
14

Distribution
11

 
12

 
12

Corporate
9

 
12

 
14

Total
$
142

 
$
154

 
$
155

 
 
 
 
 
 
Capital Expenditures:
 
 
 
 
 
Gypsum
$
86

 
$
96

 
$
66

Ceilings
3

 
30

 
54

Distribution
5

 
5

 
3

Corporate
—

 
1

 
1

Total
$
94

 
$
132

 
$
124

 
 
 
 
 
 
Assets:
 
 
December 31, 2015
 
December 31, 2014
Gypsum
 
 
$
1,991

 
$
2,106

Ceilings
 
 
276

 
285

Distribution
 
 
376

 
412

Corporate
 
 
1,487

 
489

Equity method investments
 
 
682

 
735

Eliminations
 
 
(76
)
 
(91
)
Total
 
 
$
4,736

 
$
3,936


GEOGRAPHIC INFORMATION
 
For the year ended December 31,
(millions)
2015
 
2014
 
2013
Net Sales:
 
 
 
 
 
United States
$
3,387

 
$
3,220

 
$
3,029

Canada
379

 
406

 
417

Other Foreign
196

 
283

 
309

Geographic transfers
(186
)
 
(185
)
 
(185
)
Total
$
3,776

 
$
3,724

 
$
3,570

 
 
 
 
 
 
Long-lived assets, consisting of property, plant and equipment, net, by geographic location were as follows:
(millions)
 
 
December 31,
2015
 
December 31,
2014
Long-Lived Assets:
 
 
 
 
 
United States
 
 
$
1,622

 
$
1,665

Canada
 
 
90

 
112

Other Foreign
 
 
76

 
131

Total
 
 
$
1,788

 
$
1,908


UBBP
 
 
For the year ended December 31,
(millions)
 
 
2015
 
2014 (a)
Net sales
 
 
$
1,003

 
$
927

Operating profit
 
 
124

 
95

Net income attributable to UBBP
 
 
96

 
67

Depreciation, depletion, and amortization
 
 
43

 
31

Capital expenditures
 
 
49

 
40

 
 
 
 
 
 
 
 
 
December 31, 2015
 
December 31, 2014
Assets
 
 
$
1,303

 
$
1,435

 
 
 
 
 
 
UBBP GEOGRAPHIC INFORMATION
 
 
For the year ended December 31,
(millions)
 
 
2015
 
2014 (a)
Net Sales:
 
 
 
 
 
Australia
 
 
$
345

 
$
312

South Korea
 
 
200

 
197

China
 
 
120

 
122

Thailand
 
 
145

 
133

Other
 
 
234

 
206

Geographic Transfers
 
 
(41
)
 
(43
)
Total
 
 
$
1,003

 
$
927

(a)
Operating results are presented for UBBP for the ten months ended December 31, 2014.

Long-lived assets, consisting of property, plant and equipment, net, by geographic location for UBBP were as follows:
(millions)
 
 
December 31, 2015
 
December 31, 2014
Long-Lived Assets:
 
 
 
 
 
Australia
 
 
$
216

 
$
245

South Korea
 
 
106

 
113

China
 
 
116

 
127

Oman
 
 
103

 
96

Thailand
 
 
72

 
72

Other
 
 
67

 
78

Total
 
 
$
680

 
$
731


OTHER SEGMENT INFORMATION
Segment operating profit (loss) includes all costs and expenses directly related to the segment involved and an allocation of expenses that benefit more than one segment.
Revenues are attributed to geographic areas based on the location of the assets producing the revenues. Transactions between reportable segments and geographic areas are accounted for at transfer prices that are approximately equal to market value. Intercompany transfers between segments (shown above as eliminations) largely reflect intercompany sales from U.S. Gypsum to L&W Supply. Geographic transfers largely reflect intercompany sales from U.S. Gypsum and USG Interiors, LLC to CGC and USG Mexico, S.A. de C.V.
The Home Depot, Inc. accounted for approximately 16% of our consolidated net sales in both 2015 and 2014 and approximately 15% of our sales in 2013. Our Gypsum, Ceilings and Distribution segments had net sales to The Home Depot, Inc. in each of those years.
v3.3.1.900
Income Taxes
 12 Months Ended
Dec. 31, 2015
Income Tax Disclosure [Abstract]  
Income Taxes
Income Taxes
Income from continuing operations before income taxes consisted of the following:
(millions)
2015
 
2014
 
2013
U.S.
$
178

 
$
27

 
$
17

Foreign
84

 
19

 
42

Total
$
262

 
$
46

 
$
59


Income tax expense (benefit) on continuing operations consisted of the following:
(millions)
2015
 
2014
 
2013
Current:
 
 
 
 
 
Federal
$
—

 
$
—

 
$
—

Foreign
12

 
2

 
10

State
1

 
1

 
1

 
13

 
3

 
11

Deferred:
 
 
 
 
 
Federal
(621
)
 
—

 
(2
)
Foreign
(4
)
 
4

 
2

State
(117
)
 
—

 
—

 
(742
)
 
4

 
—

Total
$
(729
)
 
$
7

 
$
11

 
For our continuing operations, differences between actual provisions for income taxes and provisions for income taxes at the U.S. federal statutory rate (35%) were as follows:
(millions)
2015
 
2014
 
2013
Taxes on income from continuing operations at U.S. federal statutory rate
$
92

 
$
16

 
$
21

Foreign earnings subject to different tax rates (a)
(3
)
 
16

 
(6
)
State income tax, net of federal benefit
9

 
1

 
1

Change in valuation allowance
(827
)
 
(9
)
 
(8
)
Income from equity method investments (b)
(16
)
 
(12
)
 
—

Withholding taxes
—

 
2

 
6

Other, net
2

 
(1
)
 
(3
)
Tax release from AOCI
—

 
(2
)
 
—

Gain on deconsolidation
—

 
(7
)
 
—

Benefits from unrecognized tax positions
(6
)
 
—

 
—

Tax benefit not realized on pension loss
—

 
3

 
—

Tax on distribution of foreign earnings
20

 
—

 
—

Provision for income tax expense
$
(729
)
 
$
7

 
$
11

Effective income tax rate
(277.7
)%
 
15.3
%
 
18.6
%
(a)
Foreign earnings subject to different tax rates includes amounts related to impairments and other charges associated with our GTL business.
(b)
Included in income from equity method investments are taxes associated with that income. These taxes, which are predominately foreign statutory rates, are at rates that are lower than the U.S. federal statutory rate.
Significant components of deferred tax assets and liabilities as of December 31 were as follows:
(millions)
2015
 
2014
Deferred Tax Assets:
 
 
 
Net operating loss and tax credit carryforwards
$
779

 
$
944

Pension and postretirement benefits
150

 
196

Goodwill and other intangible assets
24

 
29

Reserves not deductible until paid
29

 
47

Self insurance
11

 
15

Capitalized interest
13

 
15

Inventories
8

 
8

Share-based compensation
33

 
37

Other
5

 
11

Deferred tax assets before valuation allowance
1,052

 
1,302

Valuation allowance
(75
)
 
(1,023
)
Total deferred tax assets
$
977

 
$
279

Deferred Tax Liabilities:
 
 
 
Property, plant and equipment
254

 
278

Other
—

 
—

Total deferred tax liabilities
254

 
278

Net deferred tax assets
$
723

 
$
1


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 period. 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.
A history of cumulative losses for a certain threshold period is a significant form of negative evidence used in the assessment, and we are required to have a policy regarding the duration of the threshold period. We have a policy of four years as our threshold period for cumulative losses.
In determining the need for the valuation allowance, we considered all positive and negative evidence. We give more weight to evidence that is objective in nature as compared to subjective evidence. Significant weight is given to evidence that directly relates to our current financial performance. As of December 31, 2015, we emerged from a four-year cumulative pre-tax loss. In addition to meeting this threshold, there have been five consecutive quarters of domestic pre-tax earnings amounting to $194 million. The recent domestic pre-tax operating earnings is a significant, principal piece of positive evidence, which was weighed with the underlying momentum in the business, and generally improved market and economic conditions. Other evidence included strategic actions taken by management to lower costs and our expected utilization of deferred tax assets. All of this positive evidence lead to the determination that December 31, 2015 is the appropriate time to reverse a significant portion of the valuation allowance.
During the current year, we recorded a decrease in the valuation allowance against our deferred tax assets of $948 million as of December 31, 2015. Of this decrease, $731 million was related to our evaluation for the need for a valuation allowance against our deferred tax assets and determination that it was more likely than not that most of our deferred tax assets would be realized. In addition, the remaining $217 million decrease included the decrease in the underlying deferred tax assets based upon current earnings and the use of NOL carryforwards offsetting those earnings, the planned repatriation of undistributed foreign earnings for our shipping operations and equity method investment in the Knauf-USG joint venture, the expiration of certain deferred tax assets, the decrease in our deferred tax assets for postretirement liabilities due to changes in AOCI and changes in the federal impact of our state deferred tax assets.
As of December 31, 2015, our deferred tax assets of $723 million were offset by a valuation allowance of $75 million, consisting of $74 million for state deferred tax assets and $1 million for foreign deferred tax assets. The components of the valuation allowance remaining primarily relate to certain state Net Operating Loss (“NOL”) carryforwards that we anticipate will not be used prior to their expiration.
As of December 31, 2015, we had federal NOL carryforwards of approximately $1.755 billion that are available to offset future federal taxable income and will expire in the years 2026 through 2032. In addition, as of that date, we had federal alternative minimum tax 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 the U.S. federal net deferred tax assets, taxable income of approximately $1.870 billion would need to be generated during the period before their expiration.
As of December 31, 2015, we had a gross deferred tax asset of $230 million related to state NOLs and tax credit carryforwards, of which $27 million will expire in 2016. The remainder will expire if unused in years 2017 through 2035. To the extent that we do not generate sufficient state taxable income within the statutory carryforward periods to utilize the NOL and tax credit carryforwards in these states, they will expire unused. See previous discussion above on the valuation allowance.    
We also had NOL and tax credit carryforwards in various foreign jurisdictions in the amount of $1 million as of December 31, 2015, against which we have maintained a valuation allowance.
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 December 31, 2015, our annual U.S. federal NOL utilization would have been limited to approximately $92 million per year.
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(millions)
2015
 
2014
 
2013
Balance as of January 1
$
22

 
$
22

 
$
16

Tax positions related to the current period:
 
 
 
 
 
Gross increase
4

 
2

 
4

Gross decrease
—

 
—

 
—

Tax positions related to prior periods:
 
 
 
 
 
Gross increase
—

 
—

 
2

Gross decrease
(1
)
 
—

 
—

Settlements
(6
)
 
(2
)
 
—

Lapse of statutes of limitations
(1
)
 
—

 
—

Balance as of December 31
$
18

 
$
22

 
$
22


We classify interest expense and penalties related to unrecognized tax benefits and interest income on tax overpayments as components of income taxes (benefit). The total amounts of interest expense and penalties recognized on our consolidated balance sheets were $1 million and $3 million, respectively, as of December 31, 2015 and 2014. The total amounts of interest and penalties recognized in our consolidated statements of operations was zero in 2015, zero for 2014 and zero for 2013. The total amounts of unrecognized tax benefit that, if recognized, would affect our effective tax rate were $17 million for 2015, $5 million for 2014 and $7 million for 2013.
Our federal income tax returns for 2008 and prior years have been examined by the Internal Revenue Service. The U.S. federal statute of limitations remains open for 2006 and later years. We are under examination in various U.S. state and foreign jurisdictions. It is possible that these examinations may be resolved within the next 12 months. We do not believe our gross unrecognized tax benefits will change as a result. Foreign and U.S. state jurisdictions have statutes of limitations generally ranging from three to five years.
We do not provide for U.S. income taxes on the portion of undistributed earnings of foreign subsidiaries that is intended to be permanently reinvested. The cumulative amount of such undistributed earnings totaled approximately $682 million as of December 31, 2015. These earnings could become taxable in the United States upon the sale or liquidation of these foreign subsidiaries or upon the remittance of dividends. It is not practical to calculate the residual income tax which would result if these basis differences reversed due to the complexities of the tax law and the hypothetical nature of the calculations.
v3.3.1.900
Earnings Per Share
 12 Months Ended
Dec. 31, 2015
Earnings Per Share [Abstract]  
Earnings Per Share
Earnings Per Share
The reconciliation of basic income per share to diluted income per share is shown in the following table:
(millions, except per-share data)
2015
 
2014
 
2013
Income from continuing operations
$
991

 
$
39

 
$
48

Net income (loss) attributable to noncontrolling interest
—

 
1

 
$
(1
)
Income from continuing operations attributable to USG
$
991

 
$
38

 
$
49

Loss from discontinued operations
—

 
(1
)
 
(2
)
Net income attributable to USG
$
991

 
$
37

 
$
47

Effect of dilutive securities - Deferred compensation program for non-employee directors
(1
)
 
—

 
—

Income available to shareholders
$
990

 
$
37

 
$
47

 
 
 
 
 
 
Average common shares
145.5

 
141.7

 
108.9

Dilutive RSUs, MSUs, performance shares and stock options
1.6

 
2.4

 
2.5

Deferred shares associated with a deferred compensation program for non-employee directors
0.1

 
0.2

 
—

Average diluted common shares
147.2

 
144.3

 
111.4

 
 
 
 
 
 
Basic earnings (loss) per average common share:
 
 
 
 
 
Income from continuing operations attributable to USG
$
6.81

 
$
0.27

 
$
0.45

Loss from discontinued operations
—

 
(0.01
)
 
(0.02
)
Net income attributable to USG
$
6.81

 
$
0.26

 
$
0.43

 
 
 
 
 
 
Diluted earnings (loss) per average common share:
 
 
 
 
 
Income from continuing operations attributable to USG
$
6.73

 
$
0.26

 
$
0.44

Loss from discontinued operations
—

 
(0.01
)
 
(0.02
)
Net income attributable to USG
$
6.73

 
$
0.25

 
$
0.42


Stock options, RSUs, MSUs, performance shares, common shares issuable upon conversion of our 10% convertible senior notes and deferred shares associated with our deferred compensation program for non-employee directors that were not included in the computation of diluted earnings (loss) per share for those periods because their inclusion was anti-dilutive were as follows:
(millions, common shares)
2015
 
2014
 
2013
Stock options, RSUs, MSUs and performance shares
1.9

 
2.1

 
2.2

10% convertible senior notes due 2018 (a)
—

 
—

 
6.6

Deferred shares associated with a deferred compensation program for non-employee directors
—

 
—

 
0.2

(a)
In December 2013 and April 2014, we converted $325 million and $75 million, respectively, of our 10% convertible senior notes due 2018 into common shares.
v3.3.1.900
Stockholder Rights Plan
 12 Months Ended
Dec. 31, 2015
Equity [Abstract]  
Stockholder Rights Plan
Stockholder Rights Plan
We have a stockholder rights plan, or the Rights Plan, established under the terms of a rights agreement dated December 21, 2006, as amended, with Computershare Trust Company N.A., as Rights Agent, or the Rights Agreement. The Rights Plan was initially intended to protect our stockholders from coercive takeover practices or takeover bids that are inconsistent with their best interests. However, in 2013 and 2015, the Board of Directors adopted amendments to the Rights Agreement, discussed below, intended to protect our substantial NOL carryforwards and related tax benefits. The Board of Directors also recommended, and on May 9, 2013 our stockholders approved, an amendment to our Restated Certificate of Incorporation, or the Protective Amendment, also intended to protect our NOL carryforwards and related tax benefits.
NOL Protective Amendments to our Rights Plan
On March 22, 2013, our Board of Directors approved an amendment to the Rights Agreement in an effort to protect our NOL carryforwards and related tax benefits. Our ability to use our NOLs could be substantially reduced if we experience an “ownership change,” as defined under Section 382 of the Internal Revenue Code of 1986, as amended (the "Code"), and the Rights Agreement has been designed to prevent such an “ownership change.” “Ownership changes” generally relate to the cumulative change in ownership among stockholders with an ownership interest of 5% or more (as determined under the Code’s rules) over a rolling three-year period. Our stockholders ratified, on an advisory basis, the March 22, 2013 amendment to our Rights Agreement at our 2013 annual meeting of stockholders. The Rights Agreement, as amended, provides that if any person becomes the beneficial owner of 4.9% or more of our common stock, stockholders other than the 4.9% triggering stockholder will have the right to purchase additional shares of our common stock at half the market price, thereby diluting the triggering stockholder; provided that stockholders whose beneficial ownership, as defined in Section 383 of the Code, exceeded 4.9% of our common stock outstanding on February 11, 2015 will not be deemed to have triggered the Rights Agreement, as amended, so long as they do not thereafter acquire additional common stock other than in certain specified exempt transactions. The Board of Directors approved an amendment to the Rights Agreement in February 2015 to align the definition of “Beneficial Owner” and “Beneficially Own” with Section 382 of the Code.
The NOL protective provisions in the Rights Agreement adopted in 2013 were scheduled to expire on March 22, 2016 and the Rights Agreement was scheduled to expire on January 2, 2017. In connection with a required triennial review of the Rights Agreement, the Board of Directors approved, and on November 16, 2015 the Company entered into, another amendment to the Rights Agreement to extend the term of the Rights Agreement, as well as the NOL protective provisions adopted in 2013, to May 31, 2019, subject to other earlier termination events as described therein. Accordingly, the 4.9% threshold described above is now effective until the earlier of (i) May 31, 2019, (ii) the date on which our Board of Directors determines that the amendment is no longer necessary for the provision of certain tax benefits because of the repeal of Section 382 of the Code, (iii) the first day of a taxable year as to which our Board of Directors determines that no tax benefits may be carried forward, or (iv) such other date as our Board determines that the amendment is no longer necessary for the preservation of tax benefits.
The rights issued pursuant to the Rights Agreement will expire on May 31, 2019. However, our Board of Directors has the power to accelerate or extend the expiration date of the rights. In addition, a board committee composed solely of independent directors reviews the Rights Agreement at least once every three years to determine whether to modify the Rights Plan in light of all relevant factors. This review was most recently conducted in November 2015. The next review is required by the end of 2018.
Protective Amendment to Charter
On May 9, 2013, we filed an amendment to our Restated Certificate of Incorporation, or the Protective Amendment, that restricts certain transfers of our common stock. The Protective Amendment is intended to protect the tax benefits of our NOL carryforwards. See Note 15 for a description of our NOL carryforwards. Subject to certain limited exceptions, the Protective Amendment's transfer restrictions restrict any person from transferring our common stock (or any interest in our common stock) if the transfer would result in a stockholder (or several stockholders, in the aggregate, who hold their stock as a “group” under Section 382 of the Code) owning 4.9% or more of our common stock. Any direct or indirect transfer attempted in violation of the Protective Amendment would be void as of the date of the prohibited transfer as to the purported transferee, and the purported transferee would not be recognized as the owner of the shares attempted to be owned in violation of the Protective Amendment for any purpose, including for purposes of voting and receiving dividends or other distributions in respect of that common stock, or in the case of options, receiving our common stock in respect of their exercise. The Protective Amendment is effective until the earlier of (i) May 9, 2016, (ii) the repeal of Section 382 of the Code if our Board of Directors determines that the Protective Amendment is no longer necessary for the preservation of tax benefits, (iii) the first day of a taxable year as to which our Board of Directors determines that no tax benefits may be carried forward, or (iv) such other date as determined by our Board of Directors pursuant to the Protective Amendment. On November 12, 2015, our Board of Directors also recommended that stockholders vote to extend the Protective Amendment until May 31, 2019 (subject to other earlier termination events as described in the Protective Amendment).
Treatment of Berkshire Hathaway under Rights Agreement and Protective Amendment
Berkshire Hathaway and certain of its affiliates may acquire beneficial ownership of up to 50% of our voting stock on a fully-diluted basis without triggering the ownership thresholds in the Protective Amendment or Rights Agreement, and may acquire beneficial ownership of more than 50% of our voting stock on a fully-diluted basis without triggering the ownership thresholds in the Protective Amendment or Rights Agreement through an offer to purchase all of our common stock that remains open for at least 60 days, in each case subject to specified exceptions.
v3.3.1.900
Lease Commitments
 12 Months Ended
Dec. 31, 2015
Lease Commitments [Abstract]  
Lease Commitments
Lease Commitments
We lease some of our offices, buildings, machinery and equipment, and autos under noncancelable operating leases. These leases have various terms and renewal options. Lease expense amounted to $75 million in 2015, $75 million in 2014 and $73 million in 2013. Future minimum lease payments required under operating leases with initial or remaining noncancelable terms in excess of one year as of December 31, 2015 were as follows:
(millions)
2016
 
2017
 
2018
 
2019
 
2020
 
After 2020
Future minimum lease payments
$
72

 
$
65

 
$
53

 
$
40

 
$
26

 
$
32
v3.3.1.900
Litigation
 12 Months Ended
Dec. 31, 2015
Commitments and Contingencies Disclosure [Abstract]  
Litigation
Litigation
WALLBOARD PRICING CLASS ACTION LAWSUITS
In late 2012, USG Corporation and United States Gypsum Company were named as defendants in putative class action lawsuits alleging that since at least September 2011, U.S. wallboard manufacturers conspired to fix and raise the price of gypsum wallboard sold in the United States and to effectuate the alleged conspiracy by ending the practice of providing job quotes on wallboard. These lawsuits, brought on behalf of direct and indirect wallboard purchasers in the U.S., were consolidated for pretrial proceedings in multi-district litigation in the United States District Court for the Eastern District of Pennsylvania, under the title In re: Domestic Drywall Antitrust Litigation, MDL No. 2437. Similar lawsuits have been filed in Quebec, Ontario and British Columbia courts on behalf of purchasers of wallboard in Canada. The Canadian lawsuits also name as defendants CGC Inc., our Canadian operating subsidiary, as well as other Canadian and U.S. wallboard manufacturers.
USG has denied the allegations made in these wallboard pricing lawsuits, believes these cases are without merit, and that USG’s pricing and selling policies were and are made independently and in full compliance with the law. Class action antitrust litigation in the United States, however, is expensive, protracted, and carries the risk of triple damages and joint and several liability. To avoid the expense, risk and further distraction of management, in late 2014, we agreed to a settlement of the U.S. class actions, and in the third quarter of 2014, we recorded a $48 million charge for the settlements ($39.25 million for the direct purchaser settlement and $8.75 million for the indirect purchaser settlement). In 2015, the court entered final judgment orders approving both the direct and indirect purchaser settlements. No member of the direct purchaser class appealed from the final judgment order approving the direct purchaser settlement, and therefore, that settlement is final. One person appealed from the final judgment order approving the indirect purchaser settlement, and therefore that settlement is not yet final. We believe that the appeal is without merit and that the indirect purchaser settlement order will be affirmed on appeal, but the indirect purchaser settlement will not become final unless and until the appeal is favorably resolved.
The settlement of the U.S. class action lawsuits described above does not include the Canadian lawsuits. At this stage of the Canadian lawsuits, we are not able to estimate the amount, if any, of any reasonably possible loss or range of reasonably possible losses. We believe, however, that these Canadian lawsuits will not have a material effect on our business, financial condition, operating results or cash flows.
In addition to the class action lawsuits, in the first quarter of 2015, USG, 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 asserting individual claims similar to the claims asserted in the U.S. class action lawsuits. The lawsuit has been transferred to the United States District Court for the Eastern District of Pennsylvania that is presiding over the U.S. class action lawsuits. We believe that the cost, if any, of resolving these homebuilders’ claims will not materially increase our exposure above the $48 million agreed to in the U.S. class action settlements.
ENVIRONMENTAL LITIGATION
We have been notified by state and federal environmental protection agencies of possible involvement as one of numerous “potentially responsible parties” in a number of Superfund sites in the United States. As a potentially responsible party, we may be responsible to pay for some part of the cleanup of hazardous waste at those sites. In most of these sites, our involvement is expected to be minimal. In addition, we are involved in environmental cleanups of other property that we own or owned. As of December 31, 2015 and December 31, 2014, we had an accrual of $16 million for our probable and reasonably estimable liability in connection with these matters. Our accruals take into account all known or estimated undiscounted costs associated with these sites, including site investigations and feasibility costs, site cleanup and remediation, certain legal costs, and fines and penalties, if any. However, we continue to review these accruals as additional information becomes available and revise them as appropriate. Based on the information known to us, we believe these environmental matters will not have a material effect on our 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.
v3.3.1.900
Quarterly Financial Data (unaudited)
 12 Months Ended
Dec. 31, 2015
Quarterly Financial Information Disclosure [Abstract]  
Quarterly Financial Data (unaudited)
Quarterly Financial Data (unaudited)
 
Quarter
(millions, except per-share data)
First
 
Second
 
Third
 
Fourth
2015
 
 
 
 
 
 
 
Net sales
$
909

 
$
970

 
$
972

 
$
925

Gross profit
153

 
183

 
183

 
172

Operating profit
76

 
105

 
102

 
98

Income from continuing operations (b)
24

 
79

 
76

 
812

Loss from discontinued operations, net of tax
—

 
—

 
—

 
—

Net income attributable to USG (b)
24

 
79

 
76

 
812

Income from continuing operations per common share:
 
 
 
 
 
 
 
Basic (a)
0.16

 
0.54

 
0.52

 
5.58

Diluted (a)
0.16

 
0.54

 
0.52

 
5.51

2014
 
 
 
 
 
 
 
Net sales
$
850

 
$
948

 
$
972

 
$
954

Gross profit
143

 
175

 
176

 
160

Operating profit (loss) (c)
66

 
98

 
22

 
(24
)
Income (loss) from continuing operations (c)
45

 
58

 
(11
)
 
(53
)
Loss from discontinued operations, net of tax
—

 
(1
)
 
—

 
—

Net income (loss) attributable to USG (c)
45

 
57

 
(12
)
 
(53
)
Income (loss) from continuing operations per common share:
 
 
 
 
 
 
 
Basic (a)
0.33

 
0.40

 
(0.09
)
 
(0.36
)
Diluted (a)
0.32

 
0.39

 
(0.09
)
 
(0.36
)
(a)
The sum of the four quarters is not necessarily the same as the total for the year.
(b)
Income from continuing operations and net income attributable to USG for the fourth quarter of 2015 included a reversal of an income tax valuation allowance of $731 million.
(c)
Operating profit (loss), income (loss) from continuing operations, and net income (loss) attributable to USG for the third quarter of 2014 included a litigation settlement charge of $48 million and long-lived asset impairment charges of $30 million and for the fourth quarter of 2014 included a long-lived asset impairment charge of $60 million, contract termination charge and loss of receivable of $15 million, and pension settlement charges of $13 million.
v3.3.1.900
Schedule II - Valuation And Qualifying Accounts
 12 Months Ended
Dec. 31, 2015
Valuation and Qualifying Accounts [Abstract]  
Schedule II - Valuation And Qualifying Accounts
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

 
 
 
Additions
 
 
 
 
(millions)
Balance at beginning of period
 
Charged to costs and expenses
 
Charged to other accounts
 
Deductions (a)
 
Balance at end of period
Year ended December 31, 2015:
 
 
 
 
 
 
 
 
 
Doubtful accounts
$
20

 
(6
)
 
—

 
(3
)
 
11

Cash discounts
2

 
49

 
—

 
(48
)
 
3

Income tax valuation allowance
1,023

 
—

 
—

 
(948
)
 
75

Year ended December 31, 2014:
 
 
 
 

 
 
 
 
Doubtful accounts
10

 
9

 
1

 
—

 
20

Cash discounts
2

 
45

 
—

 
(45
)
 
2

Income tax valuation allowance
995

 
1

 
112

 
(85
)
 
1,023

Year ended December 31, 2013:
 
 
 
 

 
 
 
 
Doubtful accounts
14

 
—

 
1

 
(5
)
 
10

Cash discounts
2

 
42

 
—

 
(42
)
 
2

Income tax valuation allowance
1,125

 
(2
)
 
—

 
(128
)
 
995


(a)
Reflects receivables written off as related to doubtful accounts, discounts allowed as related to cash discounts and reductions in the income tax valuation allowance.
v3.3.1.900
Significant Accounting Policies (Policies)
 12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Nature of Operations
Nature of Operations
USG, through its subsidiaries, is a leading manufacturer and distributor of building materials. We produce a wide range of products for use in new residential, new nonresidential, and residential and nonresidential repair and remodel construction as well as products used in certain industrial processes. Our products also are distributed through building materials dealers, home improvement centers and other retailers, specialty wallboard distributors, and contractors.
Segments
Segments
Our segments are structured around our key products and business units: Gypsum, Ceilings, Distribution and UBBP.
Our Gypsum reportable segment is an aggregation of the operating segments of the gypsum businesses in the United States, Canada, Mexico, and Latin America, our mining operation in Little Narrows, Nova Scotia, Canada, and our shipping company, which we exited in 2015. Gypsum manufactures products throughout the United States, Canada, and Mexico. These products include USG Sheetrock® brand gypsum wallboard and related products including Sheetrock® brand joint compound, Durock® brand cement board, Levelrock® brand of poured gypsum flooring, Fiberock® brand backerboard, and Securock® brand glass mat sheathing used for building exteriors and gypsum fiber and glass mat panels used as roof cover board. Ceilings manufactures ceiling tile in the United States and ceiling grid in the United States, Canada and through February 27, 2014, the Asia-Pacific region. Distribution delivers gypsum wallboard, drywall metal, ceilings products, joint compound and other building products throughout the United States. UBBP manufactures, distributes and sells certain building products, mines raw gypsum and sells natural and synthetic gypsum throughout Asia, Australasia and the Middle East.
Consolidation and Presentation
Consolidation and Presentation
Our consolidated financial statements include the accounts of USG Corporation, its majority-owned subsidiaries and through February 27, 2014, variable interest entities. Entities in which we have more than a 20% but not more than 50% ownership interest are accounted for using the equity method of accounting. All intercompany balances and transactions are eliminated in consolidation. On our consolidated statements of operations for the year ended December 31, 2013, income from equity method investments, which was previously included in "Other income, net," is reflected as "Income (loss) from equity method investments" and long-lived asset impairment charges, which was previously included in "Restructuring and long-lived asset impairment charges," are reflected as "Long-lived asset impairment charges" to conform to the current year presentation. On our consolidated statements of cash flows for the year ended December 31, 2013, income from equity method investments previously included in "Other, net" has been reclassified to "Income (loss) from equity method investments."
On September 15, 2015, we entered into an agreement to sell our 50% interest in the Knauf-USG joint venture to our joint venture partner and completed the sale in December 2015. On our consolidated statements of operations for the years ended December 31, 2014 and 2013, income from this equity method investment, which was previously included in "Income from equity method investments" is reflected as "Income and gain from the sale of equity method investment to related party" to conform to the current year presentation. Presentation of this income on the consolidated statement of cash flows is within "Income from equity method investments."
Our investments with Boral in the 50/50 joint ventures, UBBP, commenced on February 27, 2014, and as a result, our share of ten months of the results of UBBP were recorded in our accompanying consolidated statement of operations for the year ended December 31, 2014. See Note 3 for further description of our investments in UBBP.
Use of Estimates
Use of Estimates
The preparation of our consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets, liabilities, revenues and expenses. Actual results could differ from these estimates.
Revenue Recognition
Revenue Recognition
We recognize revenue when substantially all the risks and rewards of ownership transfer to the customer. We record provisions for discounts to customers based on the terms of sale in the same period in which the related sales are recorded. We record estimated reductions to revenue for customer programs and incentive offerings, including promotions and other volume-based incentives, in the period in which the sale occurs.
Shipping and Handling Costs
Shipping and Handling Costs
Shipping and handling costs are included in cost of products sold.
Advertising
Advertising
Advertising expenses consist of media advertising and related production costs and sponsorships. We charge advertising expenses to earnings as incurred. These expenses amounted to $17 million, $23 million and $22 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Research and Development
Research and Development
We charge research and development expenditures to earnings as incurred. These expenditures amounted to $23 million, $23 million and $21 million for the years ended December 31, 2015, 2014 and 2013, respectively.
Litigation Costs
Litigation Costs
We expense litigation costs as incurred.
Income Taxes
Income Taxes
We record income tax expense (benefit) under the asset and liability method. Under this method, deferred tax assets and liabilities are recognized based on temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply in the years in which the temporary differences are expected to be recovered or paid. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in earnings in the period when the change is enacted. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
Inventory Valuation
Inventory Valuation
All of our inventories are stated at the lower of cost or market. Virtually all of our inventories are valued under the average cost method with the remainder valued under the first-in, first-out cost method. Our manufactured inventories include materials, labor and applicable factory overhead costs whereas our distribution inventories are valued at their cost. Depreciation associated with manufacturing assets is excluded from inventory cost, but is included in cost of products sold.
Earnings per Share
Earnings 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, restricted stock units, or RSUs, and performance shares, and the potential exercise of outstanding stock options. Prior to the conversion of our 10% convertible senior notes, the dilutive effect of the potential conversion of the 10% convertible senior notes was included for the appropriate time periods when these instruments were outstanding.
Cash and Cash Equivalents
Cash and Cash Equivalents
Cash and cash equivalents include highly liquid investments, primarily money market funds, with maturities of three months or less at the time of purchase.
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 income (loss), or AOCI. If it is deemed that marketable securities have unrealized losses that are other than temporary, these losses will be recorded in earnings immediately. Situations in which losses may be considered other than temporary include when we have decided to sell a security or when it is more likely than not that we will be required to sell the security before we recover its amortized cost basis. Cost basis for securities sold are determined on a first-in-first-out basis.
Receivables
Receivables
We include trade receivables in receivables on our consolidated balance sheets. Receivables are recorded at net realizable value, which includes allowances for cash discounts and doubtful accounts. We review the collectability of receivables on an ongoing basis. We reserve for receivables determined to be uncollectible. This determination is based on the delinquency of the account, the financial condition of the customer and our collection experience.
We include short-term financing receivables in receivables and long-term financing and loan receivables in other assets on our consolidated balance sheets. Financing and loan receivables are recorded at net realizable value which includes an allowance for credit losses. We review the collectability of financing and loan receivables on an ongoing basis. We reserve for financing and loan receivables determined to be uncollectible. This determination is based on the delinquency of the account and the financial condition of the other party. As of December 31, 2015, the allowance for credit losses was immaterial.
Investments in Unconsolidated Joint Ventures
Investments in Unconsolidated Joint Ventures
The equity method of accounting is used for investments in joint ventures that we do not consolidate, but over which we have the ability to exercise significant influence. Profits resulting from sales with equity method investees are eliminated until realized by the investee. Losses in the value of an investment in an unconsolidated joint venture that are other than temporary, are recognized when the current fair value of the investment is less than its carrying value.
Property, Plant and Equipment
Property, Plant and Equipment
Property, plant and equipment is recorded at cost. We record depreciation of property, plant and equipment on a straight-line basis over the expected useful lives of the assets. We have determined estimated useful lives to be 50 years for buildings and improvements, a range of 10 to 25 years for machinery and equipment, and a range of 5 to 7 years for computer software and systems development costs. Leasehold improvements are capitalized and amortized over the shorter of the remaining lease term or remaining economic useful life. We compute depletion on a basis calculated to spread the cost of gypsum and other applicable resources over the estimated quantities of material recoverable.
We capitalize interest during the active construction period of major capital projects. Capitalized interest is added to the cost of the underlying assets and is depreciated over the useful lives of those assets. We recorded $3 million of capitalized interest in each of the three years ended December 31, 2015. Facility start-up costs that cannot be capitalized are expensed as incurred and recorded in cost of products sold.
Property, plant and equipment is reviewed for impairment when indicators of a potential impairment are present by comparing the carrying values of the assets with their estimated future undiscounted cash flows. If we determine an impairment exists, the asset is written down to estimated fair value. 
Intangible Assets
Intangible Assets
We perform impairment tests for intangible assets with indefinite useful lives as of October 31 of each year, or more frequently if events occur or circumstances change that would more likely than not reduce the fair value of an intangible asset below its carrying value. The impairment test for assets with indefinite lives consists of a comparison of the fair value of the asset with its carrying amount. If the carrying amount of an intangible asset exceeds its fair value, an impairment loss is recognized in an amount equal to that excess. Intangible assets determined to have indefinite useful lives, primarily comprised of trade names, are not amortized. An income approach is used for valuing trade names. Assumptions used in the income approach include projected revenues and assumed royalty, long-term growth and discount rates.
We perform impairment tests on definite lived intangible assets, such as customer relationships, upon identification of events or circumstances that may indicate the carrying amount of the assets might be unrecoverable by comparing their undiscounted cash flows with their carrying value. If we determine impairment exists, the assets are written down to estimated fair value. As of December 31, 2015, we had no intangible assets in other current assets on the consolidated balance sheet classified as assets held for sale. As of December 31, 2014, we had $5 million of intangible assets classified as assets held for sale.
Share-Based Compensation
Share-Based Compensation
We award share-based compensation to employees in the form of stock options, restricted stock units, market share units, and performance shares and to non-employee directors in the form of shares of our common stock. All grants under share-based payment programs are accounted for at fair value at the date of grant. We recognize expense on all share-based awards to employees expected to vest over the service period, which is the shorter of the period until the employees’ retirement eligibility dates or the service period of the award.
Derivative Instruments
Derivative Instruments
We use derivative instruments to manage selected commodity price and foreign currency exposures. We do not use derivative instruments for speculative trading purposes, and we typically do not hedge beyond three years. All derivative instruments are recorded on the balance sheet at fair value. For derivatives designated as fair value hedges, the changes in the fair values of both the derivative instrument and the hedged item are recognized in earnings in the current period. For derivatives designated as cash flow hedges, the effective portion of changes in the fair value of the derivative is recorded to AOCI, and is reclassified to earnings when the underlying forecasted transaction affects earnings. The ineffective portion of changes in the fair value of the derivative is reported in cost of products sold in the current period. We periodically reassess the probability of the underlying forecasted transaction occurring. For derivatives designated as net investment hedges, we record changes in fair value to AOCI. For derivatives not designated as hedging instruments, all changes in fair value are recorded to earnings in the current period.
Currently, we are using swaps to hedge a significant portion of our anticipated purchases of natural gas to be used in our manufacturing operations. Generally, we hedge the cost of a majority of our anticipated purchases of natural gas over the next 12 months. However, we review our positions regularly and make adjustments as market conditions warrant. The majority of contracts currently in place are designated as cash flow hedges and the remainder are not designated as hedging instruments.
We have operations outside of the United States and use forward contracts from time-to-time to hedge the risk of changes in cash flows resulting from selected forecasted intercompany and third-party sales or purchases, as well as intercompany loans, denominated in non-U.S. currencies, or to hedge the risk of selected changes in our net investment in foreign subsidiaries. These contracts are designated as either cash flow or net investment hedges or are not designated as hedging instruments.
Foreign Currency Translation
Foreign Currency Translation
We translate foreign-currency-denominated assets and liabilities into U.S. Dollars at the exchange rates existing as of the respective balance sheet dates. We translate income and expense items at the average exchange rates during the respective periods. We record translation adjustments resulting from fluctuations in exchange rates to AOCI on our consolidated balance sheets and our share of the translation adjustments recorded by our equity method investments to AOCI.
We record transaction gains and losses to earnings. The total transaction loss was $7 million in 2015, $6 million in 2014 and $4 million in 2013.
Fair Value Measurements
Fair Value Measurements
Certain assets and liabilities are required to be recorded at fair value. The estimated fair values of those assets and liabilities have been determined using market information and valuation methodologies. Changes in assumptions or estimation methods could affect the fair value estimates. However, we do not believe any such changes would have a material impact on our financial condition, results of operations or cash flows. There are three levels of inputs that may be used to measure fair value:
•
Level 1 – Quoted prices for identical assets and liabilities in active markets;
•
Level 2 – Quoted prices for similar assets and liabilities in active markets; quoted prices for identical or similar assets and liabilities in markets that are not active; and model-derived valuations in which all significant inputs and significant value drivers are observable in active markets; and
•
Level 3 – Valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
Certain assets and liabilities are measured at fair value on a nonrecurring basis rather than on an ongoing basis, but are subject to fair value adjustments in certain circumstances, such as when there is evidence of impairment or when a new liability is being established that requires fair value measurement.
Recent Accounting Pronouncements
Recent Accounting Pronouncements

In January 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standard Update, or 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 for the year ended December 31, 2018, with early adoption permitted and amendments to be applied as a cumulative-effect adjustment to the balance sheet in the year of adoption. We are currently in the process of assessing the impact of the ASU on our consolidated financial statements and disclosures.
In November 2015, the FASB issued ASU 2015-17, "Balance Sheet Classification of Deferred Taxes", which requires entities to present all deferred tax assets and liabilities as noncurrent. We early adopted the standard as of December 31, 2015 and have reclassified our current deferred tax assets and liabilities to long-term. For the year ended December 31, 2014, our consolidated balance sheet has been retrospectively adjusted to conform with the new presentation, which resulted in a reclassification of $1 million from current assets to long-term assets and $44 million from current assets to long-term liabilities.
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, with early adoption permitted. We do not expect the adoption of ASU 2015-11 will have a significant impact to our consolidated financial statements or disclosures.
In May 2015, the FASB issued ASU 2015-07, "Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)," which updates the disclosure requirements for investments that are measured at net asset value using the practical expedient. These investments are to be removed from the fair value hierarchy and shown as a reconciling item. The standard will be effective for us in the first quarter of 2016. The adoption will not have a significant impact to our disclosures.
In April 2015, the FASB issued ASU 2015-03, "Simplifying the Presentation of Debt Issuance Costs", which requires costs related to a recognized debt liability to be presented on the consolidated balance sheet as a direct deduction from the debt liability rather than as an asset. In August 2015, the FASB issued ASU 2015-15, "Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements", which clarifies that the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset, regardless of whether there are any outstanding borrowings on the line-of-credit. We adopted these standards as of December 31, 2015 and have reclassified our deferred debt issuance costs associated with our debt other than our line-of-credit from other assets to debt. For the year ended December 31, 2014, our consolidated balance sheet has been adjusted to conform with the new presentation, which resulted in a reclassification of $14 million from other assets to debt.
In August 2014, the FASB issued ASU 2014-15, "Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which requires, in connection with preparing financial statements for each annual and interim reporting period, management to evaluate whether there are conditions or events that raise substantial doubts about the entity's ability to continue as a going concern within one year after the date that the financial statements are issued and provide related disclosures. The standard will be effective for us in the first quarter of 2016. We do not expect that the adoption of ASU 2014-15 will have a significant impact to our disclosures.
In May 2014, the FASB issued ASU 2014-09, “Revenue from Contracts with Customers,” which supersedes the revenue recognition requirements in “Revenue Recognition (Topic 605),” and requires entities to recognize revenue in a way that depicts the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled to in exchange for those goods or services. There are two transition methods available under the new standard, either cumulative effect or retrospective. The standard will be effective for us in the first quarter of 2018. We will adopt the new standard using the modified retrospective approach, which requires the standard be applied only to the most current period presented, with the cumulative effect of initially applying the standard recognized at the date of initial application. We are evaluating the effect of adopting this standard, but we do not expect that the adoption of ASU 2014-09 will have a significant impact to our consolidated financial statements or disclosures.
v3.3.1.900
Equity Method Investments (Tables)
 12 Months Ended
Dec. 31, 2015
Equity Method Investments and Joint Ventures [Abstract]  
Schedule of equity method investments
Equity method investments were as follows:
 
 
December 31, 2015
 
December 31, 2014
(millions)
 
Carrying Value
 
Ownership Percentage
 
Carrying Value
 
Ownership Percentage
USG Boral Building Products
 
$
675

 
50%
 
$
689

 
50%
Other equity method investments (a)
 
7

 
33% - 50%
 
$
46

 
33% - 50%
     Total equity method investments
 
$
682

 
 
 
$
735

 
 

(a)
As of December 31, 2014, our investment in the Knauf-USG joint venture was $38 million.
Schedule of translation gains or losses recorded in other comprehensive income
Translation gains or losses recorded in other comprehensive income were as follows:
(millions)
2015
 
2014
 
2013
Translation loss
$
(23
)
 
$
(34
)
 
$
—
Statement of Operations from equity method investments
Statement of Operations
 
For the year ended December 31,
(millions)
2015
 
2014 (a)
 
2013
USG Boral Building Products:
 
 
 
 
 
Net sales
$
1,003

 
$
927

 
N/A

Gross profit
278

 
251

 
N/A

Operating profit
124

 
95

 
N/A

Net income from continuing operations
101

 
72

 
N/A

Net income
101

 
72

 
N/A

Net income attributable to USG Boral Building Products
96

 
67

 
N/A

USG share of income from USG Boral Building Products
48

 
33

 
N/A

Other equity method investments(b):
 
 
 
 
 
USG share of income from other investments accounted for using the equity method
2

 
2

 
1

 
 
 
 
 
 
Total income from equity method investments
50

 
35

 
1

(a)
Operating results are presented for UBBP for the ten months months ended December 31, 2014.
(b)
Amounts represent our share of income or loss from all equity method investments, other than UBBP. For the twelve months ended December 31, 2014, the amount reflected includes two months of our share of income from equity method investments from the joint ventures which we owned prior to being contributed to UBBP on February 27, 2014.
Balance Sheet from equity method investments
Balance Sheet
(millions)
December 31, 2015
 
December 31, 2014
USG Boral Building Products:
 
 
 
Current assets
$
368

 
$
446

Non-current assets
935

 
989

Current liabilities(c)
197

 
245

Long-term debt(d)
40

 
46

Other non-current liabilities
17

 
21

Shareholders' equity(e)
1,049

 
1,123

(c)
Includes the current portion of long-term debt of $16 million and $35 million as of December 31, 2015 and 2014, respectively.
(d) Includes term loans and credit facilities for the joint ventures in Oman which were contributed to UBBP in February 2014. The loans and credit facilities are guaranteed by us and the Zawawi Group in Oman.
(e)
Shareholders' equity includes $60 million and $70 million related to non-controlling interests as of December 31, 2015 and 2014, respectively.
v3.3.1.900
Marketable Securities (Tables)
 12 Months Ended
Dec. 31, 2015
Investments, Debt and Equity Securities [Abstract]  
Schedule of investments in marketable securities
Our investments in marketable securities as of December 31, 2015 and 2014 consisted of the following:
 
2015
 
2014
(millions)
Amortized
Cost
 
Fair
Value
 
Amortized
Cost
 
Fair
Value
Corporate debt securities
$
134

 
$
134

 
$
93

 
$
93

U.S. government and agency debt securities
57

 
57

 
22

 
22

Asset-backed debt securities
21

 
21

 
17

 
17

Certificates of deposit
15

 
15

 
18

 
18

Municipal debt securities
3

 
3

 
4

 
4

Total marketable securities
$
230

 
$
230

 
$
154

 
$
154
Schedule of contractual maturities of marketable securities
Contractual maturities of marketable securities as of December 31, 2015 were as follows:
(millions)
Amortized
Cost
 
Fair
Value
Due in 1 year or less
$
194

 
$
194

Due in 1-5 years
36

 
36

Total marketable securities
$
230

 
$
230
v3.3.1.900
Intangible Assets (Tables)
 12 Months Ended
Dec. 31, 2015
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of intangible assets with definite lives
Intangible assets with definite lives are amortized. These assets are summarized as follows:
 
As of December 31, 2015
 
As of December 31, 2014
(millions)
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
 
Gross
Carrying
Amount
 
Accumulated
Amortization
 
Net
Intangible Assets with Definite Lives:
 
 
 
 
 
 
 
 
 
 
 
Customer relationships
$
70

 
$
(61
)
 
$
9

 
$
70

 
$
(54
)
 
$
16

Other
9

 
(8
)
 
1

 
9

 
(7
)
 
2

Total
$
79

 
$
(69
)
 
$
10

 
$
79

 
$
(61
)
 
$
18
Schedule of estimated annual amortization expense
Estimated annual amortization expense is as follows: 
(millions)
2016
 
2017
 
2018 and thereafter
Estimated annual amortization expense
$
7

 
$
2

 
$
1
Schedule of intangible assets with indefinite lives
Intangible assets with indefinite lives are not amortized. The gross carry amounts of these assets as of December 31 are as follows:
(millions)
2015
 
2014
Intangible Assets with Indefinite Lives:
 
 
 
Trade names
$
22

 
$
22

Other
8

 
8

Total
$
30

 
$
30
v3.3.1.900
Debt (Tables)
 12 Months Ended
Dec. 31, 2015
Debt Disclosure [Abstract]  
Schedule of total debt
Total debt as of December 31 consisted of the following:
(millions)
2015
 
2014
5.5% senior notes due 2025
$
350

 
$
—

5.875% senior notes due 2021
350

 
350

6.3% senior notes due 2016
500

 
500

7.75% senior notes due 2018
500

 
500

7.875% senior notes due 2020 (net of discount: 2015 - $1; 2014 - $1)
249

 
249

8.375% senior notes due 2018
—

 
350

Ship mortgage facility (includes current portion of long-term debt: 2015 - $0; 2014 - $4)
—

 
21

Industrial revenue bonds (due 2028 through 2034)
239

 
239

Total
$
2,188

 
$
2,209

Less unamortized debt issuance costs (a)
$
13

 
$
14

Total
$
2,175

 
$
2,195

(a)
Reflects the change in presentation of unamortized debt issuance costs from other assets to a reduction in debt. See Note 2.
The indentures governing the notes contain events of default, covenants and restrictions that are customary for similar transactions, including a limitation on our ability and the ability of certain of our subsidiaries to create or incur secured indebtedness.
Interest rate (a)
6.30%
7.75%
5.500%
7.875%
5.875%
Principal net of discount (in millions) (b)
$500
$500
$350
$249
$350
Maturity
November 15, 2016
January 15, 2018
March 1, 2025
March 30, 2020
November 1, 2021
Call date
Any time (c)
Any time (c)
March 1, 2020 (d)
March 30, 2016 (d)
November 1, 2016 (d)
Mandatory redemption
at 101% plus accrued and unpaid interest in the event of a change in control and a related downgrade below investment grade by both Moody’s Investors Service and Standard & Poor’s Financial Services LLC
at 101% plus accrued and unpaid interest in the event of a change in control
(a)
The 7.75% senior notes currently have an effective interest rate of 9.75%. The rate is subject to an adjustment of up to 2% if the debt rating is downgraded or subsequently upgraded by Moody's Investors Service and Standard & Poor's Financial Services LLC.
(b)
Principal amounts do not include unamortized debt issuance costs that have been reclassified from other assets to a reduction in debt. See Note 2.
(c)
Callable at any time at a price equal to the greater of (1) 100% of the principal and (2) the sum of the present value of the remaining scheduled payments of principal and interest discounted to the redemption date on a semi-annual basis at the applicable U.S. Treasury rate plus a spread (as outlined in the respective indentures), plus any accrued and unpaid interest on the principal amount being called.
(d)
Callable at any time prior to the call date at a price equal to 100% of the principal plus a premium (as outlined in the respective indentures), plus any accrued and unpaid interest on the principal amount being called. Callable after the call date at stated redemption prices (as outlined in the respective indentures), plus any accrued and unpaid interest on the principal amount being called.
Schedule of amounts of total debt outstanding maturing in each of next five years and beyond
As of December 31, 2015, the amounts of total debt outstanding maturing in each of the next five years and beyond were as follows: 
(millions)
2016
 
2017
 
2018
 
2019
 
2020
 
After 2020
Debt maturities (principal amounts)
$
500

 
$
—

 
$
500

 
$
—

 
$
250

 
$
939
v3.3.1.900
Derivative Instruments (Tables)
 12 Months Ended
Dec. 31, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]  
Schedule of pretax effects of derivative instruments
The following are the pretax effects of derivative instruments on the consolidated statements of operations and the consolidated statements of comprehensive income (loss) for the years ended December 31, 2015, 2014 and 2013:
 
Amount of Gain or (Loss)
Recognized in
Other Comprehensive Income (Loss) on Derivatives (Effective Portion)
 
Location of Gain or (Loss)
 Reclassified from
AOCI into Income
(Effective Portion)
 
Amount of Gain or (Loss) Reclassified from
AOCI into Income
(Effective Portion)
(millions)
2015
 
2014
 
2013
 
 
 
2015
 
2014
 
2013
Derivatives in Cash Flow Hedging Relationships
 
 
 
 
 
 
 
 
 
 
 
 
 
Commodity contracts
$
(14
)
 
$
(19
)
 
$
1

 
Cost of products sold
 
$
(15
)
 
$
2

 
$
(2
)
Foreign exchange contracts
12

 
4

 
3

 
Cost of products sold
 
7

 
2

 
3

Foreign exchange contracts
1

 
—

 
—

 
Income and gain from the sale of equity method investment to related party
 
1

 
—

 
—

Total
$
(1
)
 
$
(15
)
 
$
4

 
 
 
$
(7
)
 
$
4

 
$
1

 
 
Location of Gain or (Loss)
 Recognized in Income
on Derivatives
 
Amount of Gain or (Loss) Recognized in Income
on Derivatives
(millions)
 
 
 
2015
 
2014
 
2013
Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
 
Commodity contracts
Cost of products sold
 
$
(3
)
 
$
(4
)
 
$
2

Foreign exchange contracts
Other (income) expense, net
 
2

 
—

 
—

Total
 
 
 
$
(1
)
 
$
(4
)
 
$
2
Schedule of fair values of derivative instruments
The following are the fair values of derivative instruments on the consolidated balance sheets as of December 31, 2015 and 2014:
 
Balance Sheet
Location
Fair Value
 
Balance Sheet
Location
Fair Value
 
 
(millions)
 
12/31/15
 
12/31/14
 
 
12/31/15
 
12/31/14
Derivatives in Cash Flow Hedging Relationships
 
 
 
 
 
 
 
 
 
Commodity contracts
Other current assets
$
1

 
$
1

 
Accrued expenses
$
15

 
$
14

Commodity contracts
Other assets
—

 
—

 
Other liabilities
5

 
7

Foreign exchange contracts
Other current assets
8

 
3

 
Accrued expenses
—

 
—

Total derivatives in hedging relationships
 
$
9

 
$
4

 
 
$
20

 
$
21

 
Balance Sheet
Location
Fair Value
 
Balance Sheet
Location
Fair Value
 
 
(millions)
 
12/31/15
 
12/31/14
 
 
12/31/15
 
12/31/14
Derivatives Not Designated as Hedging Instruments
 
 
 
 
 
 
 
 
 
Commodity contracts
Other current assets
$
—

 
$
—

 
Accrued expenses
$
2

 
$
4

Commodity contracts
Other assets
—

 
—

 
Other liabilities
—

 
1

Total derivatives not designated as hedging instruments
 
$
—

 
$
—

 
 
$
2

 
$
5

 
 
 
 
 
 
 
 
 
 
Total derivatives
Total assets
$
9

 
$
4

 
Total liabilities
$
22

 
$
26
v3.3.1.900
Fair Value Measurements (Tables)
 12 Months Ended
Dec. 31, 2015
Fair Value Disclosures [Abstract]  
Schedule of 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)
12/31/15

 
12/31/14

 
12/31/15

 
12/31/14

 
12/31/15

 
12/31/14

 
12/31/15

 
12/31/14

Cash equivalents
$
223

 
$
93

 
$
25

 
$
32

 
$
—

 
$
—

 
$
248

 
$
125

Equity mutual funds
4

 
4

 
—

 
—

 
—

 
—

 
4

 
4

Marketable securities:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Corporate debt securities
—

 
—

 
134

 
93

 
—

 
—

 
134

 
93

U.S. government and agency debt securities
—

 
—

 
57

 
22

 
—

 
—

 
57

 
22

Asset-backed debt securities
—

 
—

 
21

 
17

 
—

 
—

 
21

 
17

Certificates of deposit
—

 
—

 
15

 
18

 
—

 
—

 
15

 
18

Municipal debt securities
—

 
—

 
3

 
4

 
—

 
—

 
3

 
4

Derivative assets
—

 
—

 
9

 
4

 
—

 
—

 
9

 
4

Derivative liabilities
—

 
—

 
(22
)
 
(26
)
 
—

 
—

 
(22
)
 
(26
)
v3.3.1.900
Employee Retirement Plans (Tables)
 12 Months Ended
Dec. 31, 2015
Compensation and Retirement Disclosure [Abstract]  
Summary of components of net pension and postretirement benefits costs
The components of net pension and postretirement benefit costs are summarized in the following table:
(millions)
2015
 
2014
 
2013
Pension Benefits:
 
 
 
 
 
Service cost of benefits earned
$
49

 
$
37

 
$
38

Interest cost on projected benefit obligation
66

 
65

 
63

Expected return on plan assets
(83
)
 
(79
)
 
(76
)
Settlement (a)
1

 
13

 
16

Net amortization
39

 
24

 
43

Net pension cost
$
72

 
$
60

 
$
84

Postretirement Benefits:
 
 
 
 
 
Service cost of benefits earned
$
2

 
$
3

 
$
3

Interest cost on projected benefit obligation
6

 
7

 
7

Net amortization
(31
)
 
(35
)
 
(34
)
Net postretirement benefit
$
(23
)
 
$
(25
)
 
$
(24
)
(a)
In 2014, the settlement charge related to the elimination of the benefit obligation of the UK pension plan due to the purchase of annuities. In 2013, the settlement charge primarily related to lump sum payments made to certain terminated vested participants in our U.S. Plan.
Schedule of accumulated benefit obligation for the defined benefit pension plans
 
As of December 31,
(millions)
2015
 
2014
Selected information for pension plans with accumulated benefit obligations in excess of plan assets:
 
 
 
Accumulated benefit obligation
$
(1,182
)
 
$
(1,230
)
Fair value of plan assets
1,097

 
1,113

Selected information for pension plans with benefit obligations in excess of plan assets:
 
 
 
Benefit obligation
$
(1,365
)
 
$
(1,686
)
Fair value of plan assets
1,099

 
1,340
Summary of projected benefit obligations, plan assets and funded status
The following table summarizes projected benefit obligations, plan assets and funded status as of December 31:
 
Pension
 
Postretirement
(millions)
2015
 
2014
 
2015
 
2014
Change in Benefit Obligation:
 
 
 
 
 
 
 
Benefit obligation as of January 1
$
1,686

 
$
1,376

 
$
167

 
$
166

Service cost
49

 
37

 
2

 
3

Interest cost
66

 
65

 
6

 
7

Curtailment/settlements
(4
)
 
(24
)
 
—

 
—

Participant contributions
11

 
10

 
3

 
8

Benefits paid
(86
)
 
(81
)
 
(11
)
 
(20
)
Plan amendment
—

 
—

 
—

 
4

Actuarial (gain) loss
(119
)
 
327

 
(14
)
 
4

Foreign currency translation
(39
)
 
(24
)
 
(9
)
 
(5
)
Benefit obligation as of December 31
$
1,564

 
$
1,686

 
$
144

 
$
167

Change in Plan Assets:
 
 
 
 
 
 
 
Fair value as of January 1
$
1,340

 
$
1,262

 
$
—

 
$
—

Actual return on plan assets
17

 
132

 
—

 
—

Employer contributions
61

 
64

 
8

 
12

Participant contributions
11

 
10

 
3

 
8

Benefits paid
(86
)
 
(81
)
 
(11
)
 
(20
)
Curtailment/settlements
(4
)
 
(24
)
 
—

 
—

Foreign currency translation
(38
)
 
(23
)
 
—

 
—

Fair value as of December 31
$
1,301

 
$
1,340

 
$
—

 
$
—

Funded status
$
(263
)
 
$
(346
)
 
$
(144
)
 
$
(167
)
Components on the Consolidated Balance Sheets:
 
 
 
 
 
 
 
Noncurrent assets
$
3

 
$
—

 
$
—

 
$
—

Current liabilities
(9
)
 
(9
)
 
(9
)
 
(13
)
Noncurrent liabilities
(257
)
 
(337
)
 
(135
)
 
(154
)
Net liability as of December 31
$
(263
)
 
$
(346
)
 
$
(144
)
 
$
(167
)
Pretax Components in AOCI:
 
 
 
 
 
 
 
Net actuarial loss
$
387

 
$
490

 
$
7

 
$
24

Prior service credit
(1
)
 
(1
)
 
(108
)
 
(140
)
Total as of December 31
$
386

 
$
489

 
$
(101
)
 
$
(116
)
 
 
 
 
 
 
 
 
Schedule of assumptions used in the accounting for the plans
The following tables reflect the assumptions used in the accounting for our plans:
 
Pension
 
Postretirement
 
2015
 
2014
 
2015
 
2014
Weighted average assumptions used to determine benefit obligations as of December 31:
 
 
 
 
 
 
 
Discount rate
4.43
%
 
4.10
%
 
4.24
%
 
3.70
%
Compensation increase rate
3.55
%
 
3.60
%
 
N/A
 
N/A
Weighted average assumptions used to determine net cost for years ended December 31:
 
 
 
 
 
 
 
Discount rate
4.10
%
 
4.90
%
 
3.70
%
 
4.60
%
Expected return on plan assets
6.70
%
 
7.00
%
 
N/A
 
N/A
Compensation increase rate
3.50
%
 
3.50
%
 
N/A
 
N/A
Schedule of effect of one percentage point change in the assumed health care cost trend rates
A one percentage point change in the assumed health care cost trend rates would have the following effects on our U.S. and Canadian plans:
(millions)
One-Percentage-
Point Increase
 
One-Percentage-
Point Decrease
Effect on total service and interest cost
$
1

 
$
—

Effect on postretirement benefit obligation
10

 
(8
)
Schedule of aggregate target asset allocation on a weighted average basis for all the plans and the acceptable ranges around the targets
The following table shows the aggregate target asset allocation on a weighted average basis for all the plans and the acceptable ranges around the targets as of December 31, 2015.
 
 
Investment Policy
 
 
Target
 
Range
Asset Categories:
Asset Category Description
 
 
 
Equity
Institutional commingled/pooled equity funds, equity mutual funds and direct holdings of the common stock of U.S. and non-U.S. companies; equity funds and direct holdings are invested in companies with a range of market capitalizations
40
%
 
36% - 42%
Fixed income
U.S. Treasury securities, non-U.S. government debt securities such as Canadian federal bonds, corporate bonds of companies from diversified industries and mortgage-backed securities
49
%
 
46% - 52%
Limited partnerships
Investments in funds that follow any of several different strategies, including investing in distressed debt, energy development, infrastructure, and hedge funds. These investments use strategies with returns normally expected to have a reduced correlation to the return of equities as compared to other asset classes and often provide a current income component that is a meaningful portion of the investment’s total return.
5
%
 
2% -8%
Other real assets
Primarily investments in large core, private real estate funds that directly own a diverse portfolio of properties located in the United States. It also includes an allocation to funds investing in equities of real estate and infrastructure companies
6
%
 
3% - 9%
Cash equivalents and short-term investments
Primarily held in short-term investment funds or registered money market funds with daily liquidity
—
%
 
0% - 5%
Total
 
100
%
 
 
Schedule of fair values by hierarchy of inputs
The fair values by hierarchy of inputs as of December 31 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)
2015
 
2014
 
2015
 
2014
 
2015
 
2014
 
2015
 
2014
Asset Categories:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Equity: (a)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common and preferred stock
$
55

 
$
74

 
$
—

 
$
—

 
$
—

 
$
—

 
$
55

 
$
74

Commingled/pooled/mutual funds
54

 
53

 
448

 
470

 
—

 
—

 
502

 
523

Total equity
109

 
127

 
448

 
470

 
—

 
—

 
557

 
597

Fixed income:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
U.S. government and agency debt securities
—

 
—

 
177

 
195

 
—

 
—

 
177

 
195

Non-U.S. government and agency debt securities
—

 
—

 
32

 
30

 
—

 
—

 
32

 
30

Investment-grade debt securities
—

 
—

 
199

 
184

 
—

 
—

 
199

 
184

High-yield debt securities
—

 
—

 
36

 
39

 
—

 
—

 
36

 
39

Commingled/pooled funds
—

 
—

 
129

 
114

 
—

 
—

 
129

 
114

Other
—

 
—

 
3

 
8

 
1

 
1

 
4

 
9

Total fixed income
—

 
—

 
576

 
570

 
1

 
1

 
577

 
571

Limited partnerships
—

 
—

 
—

 
—

 
106

 
103

 
106

 
103

Other real estate assets
—

 
—

 
15

 
20

 
37

 
35

 
52

 
55

Cash equivalents and short-term investments
—

 
—

 
10

 
17

 
—

 
—

 
10

 
17

Total
$
109

 
$
127

 
$
1,049

 
$
1,077

 
$
144

 
$
139

 
$
1,302

 
$
1,343

Cash on hand
 
 
 
 
 
 
 
 
 
 
 
 
—

 
—

Receivables
 
 
 
 
 
 
 
 
 
 
 
 
9

 
1

Accounts payable
 
 
 
 
 
 
 
 
 
 
 
 
(10
)
 
(4
)
Total
 
 
 
 
 
 
 
 
 
 
 
 
$
1,301

 
$
1,340

(a)
Certain investments in commingled/pooled equity funds have been classified as Level 2 in 2015 and 2014 because observable quoted prices for these institutional funds are not available.
Reconciliation of the change in the fair value measurement of the defined benefit plans’ consolidated assets
A reconciliation of the change in the fair value measurement of the defined benefit plans’ consolidated assets using significant unobservable inputs (Level 3) between January 1, 2014 and December 31, 2015 is as follows:
(millions)
Fixed
Income
 
Other Real Estate Assets
 
Limited
Partnerships
 
Total
Balance as of January 1, 2014
$
1

 
$
35

 
$
39

 
$
75

Realized gains
—

 
1

 
—

 
1

Unrealized gains (losses)
—

 
1

 
(2
)
 
(1
)
Purchases, sales and settlements:
 
 
 
 
 
 
 
Purchases
—

 
—

 
67

 
67

Sales
—

 
(2
)
 
(1
)
 
(3
)
Settlements
—

 
—

 
—

 
—

Net transfers into (out of) Level 3
—

 
—

 
—

 
—

Balance as of December 31, 2014
$
1

 
$
35

 
$
103

 
$
139

Realized losses
—

 
(1
)
 
—

 
(1
)
Unrealized gains
—

 
5

 
1

 
6

Purchases, sales and settlements:
 
 
 
 
 
 
 
Purchases
—

 
—

 
2

 
2

Sales
—

 
(2
)
 
—

 
(2
)
Settlements
—

 
—

 
—

 
—

Net transfers into (out of) Level 3
—

 
—

 
—

 
—

Balance as of December 31, 2015
$
1

 
$
37

 
$
106

 
$
144
Schedule of expected benefit payments
Total benefit payments we expect to make to participants, which include payments funded from USG’s assets as well as payments from our pension plans' assets, are as follows (in millions):
Years ended December 31
Pension
Benefits
 
Postretirement
Benefits
2016
$
105

 
$
9

2017
84

 
9

2018
94

 
10

2019
95

 
10

2020
128

 
8

2021 - 2025
585

 
43
v3.3.1.900
Share-Based Compensation (Tables)
 12 Months Ended
Dec. 31, 2015
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Summary of stock options outstanding and stock option activity
A summary of stock options outstanding as of December 31, 2015 and of stock option activity during 2015 is presented below:
 
Number of
Options
(000)
 
Weighted
Average
Exercise
Price
 
Weighted
Average
Remaining
Contractual
Term (years)
 
Aggregate
Intrinsic
Value
(millions)
Outstanding at January 1, 2015
3,982

 
$
26.77

 
4.17
 
$
31

Exercised
(410
)
 
14.61

 
 
 
 
Canceled
(67
)
 
41.50

 
 
 
 
Forfeited
(9
)
 
14.76

 
 
 
 
Outstanding at December 31, 2015
3,496

 
$
28.00

 
3.06
 
$
19

Exercisable at December 31, 2015
3,363

 
$
28.51

 
2.93
 
$
18

Vested or expected to vest at December 31, 2015
3,496

 
$
28.00

 
2.99
 
$
19
Schedule of MSUs valuation assumptions
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 following table. Volatility was based on stock price history immediately prior to grant for a period commensurate with the expected term. The risk-free rate was based on zero-coupon U.S. government issues at the time of grant. The expected term represents the period from the valuation date to the end of the performance period.
Assumptions:
2015
 
2014
 
2013
Expected volatility
42.70
%
 
54.93
%
 
60.97
%
Risk-free rate
1.09
%
 
0.63
%
 
0.35
%
Expected term (in years)
2.95

 
2.94

 
2.38

Expected dividends
—

 
—

 
—
Schedule of nonvested MSUs outstanding and activity
Nonvested MSUs outstanding as of December 31, 2015 and MSU activity during 2015 were as follows:
 
Weighted
Number
of Shares
(000)
 
Weighted
Average
Grant Date
Fair Value
Nonvested at January 1, 2015
511

 
$
38.43

Granted
474

 
30.06

Vested
(156
)
 
34.80

Forfeited
(86
)
 
34.34

Nonvested at December 31, 2015
743

 
34.33
Summary of nonvested RSUs outstanding and activity
RSUs outstanding as of December 31, 2015 and RSU activity during 2015 were as follows:
 
Number
of Shares
(000)
 
Weighted
Average
Grant Date
Fair Value
Nonvested at January 1, 2015
423

 
$
20.12

Granted
94

 
28.56

Vested
(220
)
 
17.84

Forfeited
(27
)
 
24.36

Nonvested at December 31, 2015
270

 
24.49
Schedule of performance based units valuation assumptions
We estimated the fair value of each performance share granted on the date of grant using a Monte Carlo simulation that uses the assumptions noted in the following table. Volatility was based on stock price history immediately prior to grant for a period commensurate with the expected term. The risk-free rate was based on zero coupon U.S. government issues at the time of grant. The expected term represents the period from the grant date to the end of the three-year performance period.
Assumptions:
2015
 
2014
 
2013
Expected volatility
42.70
%
 
54.93
%
 
59.98
%
Risk-free rate
1.09
%
 
0.63
%
 
0.43
%
Expected term (in years)
2.95

 
2.94

 
2.88

Expected dividends
—

 
—

 
—
Summary of nonvested performance share outstanding and performance share activity
Nonvested performance shares outstanding as of December 31, 2015 and performance share activity during 2015 were as follows:
 
Weighted
Number
of Shares
(000)
 
Weighted
Average
Grant Date
Fair Value
Nonvested at January 1, 2015
203

 
$
42.82

Granted
147

 
30.63

Vested
(89
)
 
38.89

Forfeited
(39
)
 
24.12

Nonvested at December 31, 2015
222

 
37.20
v3.3.1.900
Supplemental Balance Sheet Information (Tables)
 12 Months Ended
Dec. 31, 2015
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Schedule of inventories
Inventories as of December 31 consisted of the following:
(millions)
2015
 
2014
Finished goods
$
210

 
$
232

Work in progress
36

 
35

Raw materials
68

 
62

Total
$
314

 
$
329
Schedule of property, plant and equipment
Property, plant and equipment as of December 31 consisted of the following:
(millions)
2015
 
2014
Land and mineral deposits
$
131

 
$
135

Buildings and improvements
1,088

 
1,095

Machinery and equipment
2,505

 
2,563

 
3,724

 
3,793

Reserves for depreciation and depletion
(1,936
)
 
(1,885
)
Total
$
1,788

 
$
1,908

Annual depreciation and depletion expense
$
130

 
$
134
Schedule of accrued expenses
Accrued expenses as of December 31 consisted of the following:
(millions)
2015
 
2014
Self-insurance reserves
$
20

 
$
21

Employee compensation
40

 
42

Interest
45

 
45

Restructuring
—

 
1

Derivatives
17

 
18

Pension and other postretirement benefits
18

 
22

Environmental
16

 
16

Other
58

 
55

Total
$
214

 
$
220
Schedule of changes in balances of each component of accumulated other comprehensive income (loss)
Changes in the balances of each component of accumulated other comprehensive income (loss), or AOCI, are summarized in the following table:
(millions)
Derivatives
 
Pension and Other Postretirement Benefit Plans
 
Foreign
Currency Translation
 
Total AOCI
Balance as of January 1, 2013
$
32

 
$
(303
)
 
$
38

 
$
(233
)
Other comprehensive income (loss) before reclassifications
4

 
247

 
(17
)
 
234

Less: Amounts reclassified from AOCI, net of tax
1

 
(24
)
 
—

 
(23
)
Other comprehensive income (loss), net of tax
3

 
271

 
(17
)
 
257

Balance as of December 31, 2013
$
35

 
$
(32
)
 
$
21

 
$
24

Other comprehensive loss before reclassifications
(15
)
 
(272
)
 
(68
)
 
(355
)
Less: Amounts reclassified from AOCI, net of tax
4

 
(2
)
 
5

 
7

Other comprehensive loss, net of tax
(19
)
 
(270
)
 
(73
)
 
(362
)
Balance as of December 31, 2014
$
16

 
$
(302
)
 
$
(52
)
 
$
(338
)
Other comprehensive (loss) income before reclassifications
(5
)
 
74

 
(67
)
 
2

Less: Amounts reclassified from AOCI, net of tax
(9
)
 
(7
)
 
(6
)
 
(22
)
Other comprehensive income (loss), net of tax
4

 
81

 
(61
)
 
24

Balance as of December 31, 2015
$
20

 
$
(221
)
 
$
(113
)
 
$
(314
)
Schedule of amounts reclassified from accumulated other comprehensive income, net of tax
Amounts reclassified from AOCI, net of tax, for the years ended December 31, 2015 and 2014, were as follows:
(millions)
 
 
2015
 
2014
Derivatives
 
 
 
 
 
Net reclassification from AOCI for cash flow hedges included in cost of products sold
 
 
$
(8
)
 
$
4

Net reclassification from ACOI for cash flow hedges included in income and gain from the sale of equity method investment to related party
 
 
1

 
—

Less: Income tax expense on reclassification from AOCI included in income tax expense
 
 
2

 
—

Net amount reclassified from AOCI
 
 
$
(9
)
 
$
4

 
 
 
 
 
 
Pension and postretirement benefits
 
 
 
 
 
Net reclassification from AOCI for amortization of prior service (benefit) cost included in cost of products sold
 
 
$
(5
)
 
$
7

Net reclassification from AOCI for amortization of prior service (benefit) cost included in selling and administrative expenses
 
 
(3
)
 
(10
)
Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit)
 
 
(1
)
 
(1
)
Net amount reclassified from AOCI
 
 
$
(7
)
 
$
(2
)
 
 
 
 
 
 
Foreign Currency Translation
 
 
 
 
 
Net reclassification from AOCI for translation (loss) gain realized upon the sale of foreign entities
 
 
$
(6
)
 
$
5

Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit)
 
 
—

 
—

Net amount reclassified from AOCI
 
 
$
(6
)
 
$
5
Schedule of changes in liability for asset retirement obligations
Changes in our liability for asset retirement obligations during 2015 and 2014 consisted of the following:
(millions)
2015
 
2014
Balance as of January 1
$
123

 
$
132

Accretion expense
7

 
7

Liabilities incurred
1

 
2

Changes in estimated cash flows (a)
(5
)
 
(13
)
Liabilities settled
(2
)
 
(2
)
Foreign currency translation
(5
)
 
(3
)
Balance as of December 31
$
119

 
$
123

(a)
Changes in estimated cash flows for the year ended December 31, 2014 includes changes in estimates primarily for our gypsum quarry and ship loading facility in Windsor, Nova Scotia, Canada, which we permanently closed during the third quarter of 2011, and our mining operation in Little Narrows, Nova Scotia, Canada as a result of receiving regulatory approval of a revised reclamation plan in 2014.
v3.3.1.900
Long-Lived Asset Impairment Charges (Tables)
 12 Months Ended
Dec. 31, 2015
Restructuring and Related Activities [Abstract]  
Schedule of impairment charges
In 2014, we recorded the following impairment charges:
(millions)
2014
Ocean vessels
$
60

Wallboard lines or facilities
16

Previously incurred costs related to construction of future facilities
12

Other
2

Total long-lived asset impairment charges
$
90
v3.3.1.900
Segments (Tables)
 12 Months Ended
Dec. 31, 2015
Segment Reporting [Abstract]  
Schedule of reportable segment results
Segment results were as follows:

GYPSUM, CEILINGS AND DISTRIBUTION
 
For the year ended December 31,
(millions)
2015
 
2014
 
2013
Net Sales:
 
 
 
 
 
Gypsum
$
2,397

 
$
2,403

 
$
2,262

Ceilings
499

 
513

 
568

Distribution
1,428

 
1,345

 
1,245

Eliminations
(548
)
 
(537
)
 
(505
)
Total
$
3,776

 
$
3,724

 
$
3,570

 
 
 
 
 
 
Operating Profit (Loss):
 
 
 
 
 
Gypsum
$
348

 
$
169

 
$
261

Ceilings
89

 
87

 
98

Distribution
27

 
16

 
6

Corporate
(95
)
 
(109
)
 
(93
)
Eliminations
12

 
(1
)
 
(14
)
Total
$
381

 
$
162

 
$
258

 
 
 
 
 
 
Depreciation, Depletion and Amortization:
 
 
 
 
 
Gypsum
$
106

 
$
116

 
$
115

Ceilings
16

 
14

 
14

Distribution
11

 
12

 
12

Corporate
9

 
12

 
14

Total
$
142

 
$
154

 
$
155

 
 
 
 
 
 
Capital Expenditures:
 
 
 
 
 
Gypsum
$
86

 
$
96

 
$
66

Ceilings
3

 
30

 
54

Distribution
5

 
5

 
3

Corporate
—

 
1

 
1

Total
$
94

 
$
132

 
$
124

 
 
 
 
 
 
Assets:
 
 
December 31, 2015
 
December 31, 2014
Gypsum
 
 
$
1,991

 
$
2,106

Ceilings
 
 
276

 
285

Distribution
 
 
376

 
412

Corporate
 
 
1,487

 
489

Equity method investments
 
 
682

 
735

Eliminations
 
 
(76
)
 
(91
)
Total
 
 
$
4,736

 
$
3,936
Schedule of geographic information
GEOGRAPHIC INFORMATION
 
For the year ended December 31,
(millions)
2015
 
2014
 
2013
Net Sales:
 
 
 
 
 
United States
$
3,387

 
$
3,220

 
$
3,029

Canada
379

 
406

 
417

Other Foreign
196

 
283

 
309

Geographic transfers
(186
)
 
(185
)
 
(185
)
Total
$
3,776

 
$
3,724

 
$
3,570

 
 
 
 
 
 
Long-lived assets, consisting of property, plant and equipment, net, by geographic location were as follows:
(millions)
 
 
December 31,
2015
 
December 31,
2014
Long-Lived Assets:
 
 
 
 
 
United States
 
 
$
1,622

 
$
1,665

Canada
 
 
90

 
112

Other Foreign
 
 
76

 
131

Total
 
 
$
1,788

 
$
1,908
UBBP Reporting
UBBP
 
 
For the year ended December 31,
(millions)
 
 
2015
 
2014 (a)
Net sales
 
 
$
1,003

 
$
927

Operating profit
 
 
124

 
95

Net income attributable to UBBP
 
 
96

 
67

Depreciation, depletion, and amortization
 
 
43

 
31

Capital expenditures
 
 
49

 
40

 
 
 
 
 
 
 
 
 
December 31, 2015
 
December 31, 2014
Assets
 
 
$
1,303

 
$
1,435

 
 
 
 
 
 
UBBP GEOGRAPHIC INFORMATION
 
 
For the year ended December 31,
(millions)
 
 
2015
 
2014 (a)
Net Sales:
 
 
 
 
 
Australia
 
 
$
345

 
$
312

South Korea
 
 
200

 
197

China
 
 
120

 
122

Thailand
 
 
145

 
133

Other
 
 
234

 
206

Geographic Transfers
 
 
(41
)
 
(43
)
Total
 
 
$
1,003

 
$
927

(a)
Operating results are presented for UBBP for the ten months ended December 31, 2014.

Long-lived assets, consisting of property, plant and equipment, net, by geographic location for UBBP were as follows:
(millions)
 
 
December 31, 2015
 
December 31, 2014
Long-Lived Assets:
 
 
 
 
 
Australia
 
 
$
216

 
$
245

South Korea
 
 
106

 
113

China
 
 
116

 
127

Oman
 
 
103

 
96

Thailand
 
 
72

 
72

Other
 
 
67

 
78

Total
 
 
$
680

 
$
731
v3.3.1.900
Income Taxes (Tables)
 12 Months Ended
Dec. 31, 2015
Income Tax Disclosure [Abstract]  
Schedule of income from continuing operations before income taxes
Income from continuing operations before income taxes consisted of the following:
(millions)
2015
 
2014
 
2013
U.S.
$
178

 
$
27

 
$
17

Foreign
84

 
19

 
42

Total
$
262

 
$
46

 
$
59
Schedule of income tax expense (benefit) on continuing operations
Income tax expense (benefit) on continuing operations consisted of the following:
(millions)
2015
 
2014
 
2013
Current:
 
 
 
 
 
Federal
$
—

 
$
—

 
$
—

Foreign
12

 
2

 
10

State
1

 
1

 
1

 
13

 
3

 
11

Deferred:
 
 
 
 
 
Federal
(621
)
 
—

 
(2
)
Foreign
(4
)
 
4

 
2

State
(117
)
 
—

 
—

 
(742
)
 
4

 
—

Total
$
(729
)
 
$
7

 
$
11
Schedule of differences between actual provisions for income taxes and provisions for income taxes at the U.S. federal statutory rate
For our continuing operations, differences between actual provisions for income taxes and provisions for income taxes at the U.S. federal statutory rate (35%) were as follows:
(millions)
2015
 
2014
 
2013
Taxes on income from continuing operations at U.S. federal statutory rate
$
92

 
$
16

 
$
21

Foreign earnings subject to different tax rates (a)
(3
)
 
16

 
(6
)
State income tax, net of federal benefit
9

 
1

 
1

Change in valuation allowance
(827
)
 
(9
)
 
(8
)
Income from equity method investments (b)
(16
)
 
(12
)
 
—

Withholding taxes
—

 
2

 
6

Other, net
2

 
(1
)
 
(3
)
Tax release from AOCI
—

 
(2
)
 
—

Gain on deconsolidation
—

 
(7
)
 
—

Benefits from unrecognized tax positions
(6
)
 
—

 
—

Tax benefit not realized on pension loss
—

 
3

 
—

Tax on distribution of foreign earnings
20

 
—

 
—

Provision for income tax expense
$
(729
)
 
$
7

 
$
11

Effective income tax rate
(277.7
)%
 
15.3
%
 
18.6
%
(a)
Foreign earnings subject to different tax rates includes amounts related to impairments and other charges associated with our GTL business.
(b)
Included in income from equity method investments are taxes associated with that income. These taxes, which are predominately foreign statutory rates, are at rates that are lower than the U.S. federal statutory rate.
Schedule of components of deferred tax assets and liabilities
Significant components of deferred tax assets and liabilities as of December 31 were as follows:
(millions)
2015
 
2014
Deferred Tax Assets:
 
 
 
Net operating loss and tax credit carryforwards
$
779

 
$
944

Pension and postretirement benefits
150

 
196

Goodwill and other intangible assets
24

 
29

Reserves not deductible until paid
29

 
47

Self insurance
11

 
15

Capitalized interest
13

 
15

Inventories
8

 
8

Share-based compensation
33

 
37

Other
5

 
11

Deferred tax assets before valuation allowance
1,052

 
1,302

Valuation allowance
(75
)
 
(1,023
)
Total deferred tax assets
$
977

 
$
279

Deferred Tax Liabilities:
 
 
 
Property, plant and equipment
254

 
278

Other
—

 
—

Total deferred tax liabilities
254

 
278

Net deferred tax assets
$
723

 
$
1
Reconciliation of the beginning and ending amount of unrecognized tax benefits
A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:
(millions)
2015
 
2014
 
2013
Balance as of January 1
$
22

 
$
22

 
$
16

Tax positions related to the current period:
 
 
 
 
 
Gross increase
4

 
2

 
4

Gross decrease
—

 
—

 
—

Tax positions related to prior periods:
 
 
 
 
 
Gross increase
—

 
—

 
2

Gross decrease
(1
)
 
—

 
—

Settlements
(6
)
 
(2
)
 
—

Lapse of statutes of limitations
(1
)
 
—

 
—

Balance as of December 31
$
18

 
$
22

 
$
22
v3.3.1.900
Earnings Per Share (Tables)
 12 Months Ended
Dec. 31, 2015
Earnings Per Share [Abstract]  
Reconciliation of basic income per share to diluted income per share
The reconciliation of basic income per share to diluted income per share is shown in the following table:
(millions, except per-share data)
2015
 
2014
 
2013
Income from continuing operations
$
991

 
$
39

 
$
48

Net income (loss) attributable to noncontrolling interest
—

 
1

 
$
(1
)
Income from continuing operations attributable to USG
$
991

 
$
38

 
$
49

Loss from discontinued operations
—

 
(1
)
 
(2
)
Net income attributable to USG
$
991

 
$
37

 
$
47

Effect of dilutive securities - Deferred compensation program for non-employee directors
(1
)
 
—

 
—

Income available to shareholders
$
990

 
$
37

 
$
47

 
 
 
 
 
 
Average common shares
145.5

 
141.7

 
108.9

Dilutive RSUs, MSUs, performance shares and stock options
1.6

 
2.4

 
2.5

Deferred shares associated with a deferred compensation program for non-employee directors
0.1

 
0.2

 
—

Average diluted common shares
147.2

 
144.3

 
111.4

 
 
 
 
 
 
Basic earnings (loss) per average common share:
 
 
 
 
 
Income from continuing operations attributable to USG
$
6.81

 
$
0.27

 
$
0.45

Loss from discontinued operations
—

 
(0.01
)
 
(0.02
)
Net income attributable to USG
$
6.81

 
$
0.26

 
$
0.43

 
 
 
 
 
 
Diluted earnings (loss) per average common share:
 
 
 
 
 
Income from continuing operations attributable to USG
$
6.73

 
$
0.26

 
$
0.44

Loss from discontinued operations
—

 
(0.01
)
 
(0.02
)
Net income attributable to USG
$
6.73

 
$
0.25

 
$
0.42
Schedule of ant-dilutive securities excluded from computation of diluted earnings (loss) per share
Stock options, RSUs, MSUs, performance shares, common shares issuable upon conversion of our 10% convertible senior notes and deferred shares associated with our deferred compensation program for non-employee directors that were not included in the computation of diluted earnings (loss) per share for those periods because their inclusion was anti-dilutive were as follows:
(millions, common shares)
2015
 
2014
 
2013
Stock options, RSUs, MSUs and performance shares
1.9

 
2.1

 
2.2

10% convertible senior notes due 2018 (a)
—

 
—

 
6.6

Deferred shares associated with a deferred compensation program for non-employee directors
—

 
—

 
0.2

(a)
In December 2013 and April 2014, we converted $325 million and $75 million, respectively, of our 10% convertible senior notes due 2018 into common shares.
v3.3.1.900
Lease Commitments Lease Commitments (Tables)
 12 Months Ended
Dec. 31, 2015
Lease Commitments [Abstract]  
Schedule of future minimum lease payments required under operating leases
Future minimum lease payments required under operating leases with initial or remaining noncancelable terms in excess of one year as of December 31, 2015 were as follows:
(millions)
2016
 
2017
 
2018
 
2019
 
2020
 
After 2020
Future minimum lease payments
$
72

 
$
65

 
$
53

 
$
40

 
$
26

 
$
32
v3.3.1.900
Quarterly Financial Data (unaudited) (Tables)
 12 Months Ended
Dec. 31, 2015
Quarterly Financial Information Disclosure [Abstract]  
Schedule of quarterly financial information
 
Quarter
(millions, except per-share data)
First
 
Second
 
Third
 
Fourth
2015
 
 
 
 
 
 
 
Net sales
$
909

 
$
970

 
$
972

 
$
925

Gross profit
153

 
183

 
183

 
172

Operating profit
76

 
105

 
102

 
98

Income from continuing operations (b)
24

 
79

 
76

 
812

Loss from discontinued operations, net of tax
—

 
—

 
—

 
—

Net income attributable to USG (b)
24

 
79

 
76

 
812

Income from continuing operations per common share:
 
 
 
 
 
 
 
Basic (a)
0.16

 
0.54

 
0.52

 
5.58

Diluted (a)
0.16

 
0.54

 
0.52

 
5.51

2014
 
 
 
 
 
 
 
Net sales
$
850

 
$
948

 
$
972

 
$
954

Gross profit
143

 
175

 
176

 
160

Operating profit (loss) (c)
66

 
98

 
22

 
(24
)
Income (loss) from continuing operations (c)
45

 
58

 
(11
)
 
(53
)
Loss from discontinued operations, net of tax
—

 
(1
)
 
—

 
—

Net income (loss) attributable to USG (c)
45

 
57

 
(12
)
 
(53
)
Income (loss) from continuing operations per common share:
 
 
 
 
 
 
 
Basic (a)
0.33

 
0.40

 
(0.09
)
 
(0.36
)
Diluted (a)
0.32

 
0.39

 
(0.09
)
 
(0.36
)
(a)
The sum of the four quarters is not necessarily the same as the total for the year.
(b)
Income from continuing operations and net income attributable to USG for the fourth quarter of 2015 included a reversal of an income tax valuation allowance of $731 million.
(c)
Operating profit (loss), income (loss) from continuing operations, and net income (loss) attributable to USG for the third quarter of 2014 included a litigation settlement charge of $48 million and long-lived asset impairment charges of $30 million and for the fourth quarter of 2014 included a long-lived asset impairment charge of $60 million, contract termination charge and loss of receivable of $15 million, and pension settlement charges of $13 million.
v3.3.1.900
Significant Accounting Policies - Consolidation and Presentation (Details)
Dec. 31, 2015
Dec. 31, 2014
Feb. 27, 2014
Knauf USG      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage interest 50.00%    
USG Boral Building Products      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage interest 50.00% 50.00% 50.00%
USG Boral Building Products | Co-venturer      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage by joint venture partner     50.00%
Minimum      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage interest 20.00%    
Maximum      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage interest 50.00%    
v3.3.1.900
Significant Accounting Policies - Advertising (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Accounting Policies [Abstract]      
Advertising expense $ 17 $ 23 $ 22
v3.3.1.900
Significant Accounting Policies - Research and Development (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Accounting Policies [Abstract]      
Research and development expenditures $ 23 $ 23 $ 21
v3.3.1.900
Significant Accounting Policies - Earnings per Share (Details)
Dec. 31, 2015
10% convertible senior notes due 2018  
Debt Instrument [Line Items]  
Interest rate of convertible senior notes 10.00%
v3.3.1.900
Significant Accounting Policies - Property, Plant and Equipment (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Property, Plant and Equipment [Line Items]      
Capitalized interest $ 3 $ 3 $ 3
Buildings and improvements      
Property, Plant and Equipment [Line Items]      
Expected useful life 50 years    
Machinery and equipment | Minimum      
Property, Plant and Equipment [Line Items]      
Expected useful life 10 years    
Machinery and equipment | Maximum      
Property, Plant and Equipment [Line Items]      
Expected useful life 25 years    
Computer software and systems development costs | Minimum      
Property, Plant and Equipment [Line Items]      
Expected useful life 5 years    
Computer software and systems development costs | Maximum      
Property, Plant and Equipment [Line Items]      
Expected useful life 7 years    
v3.3.1.900
Significant Accounting Policies - Intangible Assets (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Accounting Policies [Abstract]    
Assets classified as held for sale $ 0 $ 5
v3.3.1.900
Significant Accounting Policies - Derivative Instruments (Details)
 12 Months Ended
Dec. 31, 2015
Accounting Policies [Abstract]  
Typical hedging period 3 years
Period of anticipated natural gas purchases typically hedged 12 months
v3.3.1.900
Significant Accounting Policies - Foreign Currency Translation (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Accounting Policies [Abstract]      
Transaction loss $ 7 $ 6 $ 4
v3.3.1.900
Recent Accounting Pronouncements Recent Accounting Pronouncements (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Debt issuance cost $ 13 $ 14
Accounting Standards Update 2015 17    
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Deferred tax asset reclassification, current assets to long term assets   1
Deferred tax asset reclassification, current assets to long term liabilities   44
Accounting Standards Update 2015 03    
New Accounting Pronouncements or Change in Accounting Principle [Line Items]    
Debt issuance cost   $ 14
v3.3.1.900
Equity Method Investments - Schedule of Investments (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Feb. 27, 2014
Schedule of Equity Method Investments [Line Items]      
Equity method investments $ 682 $ 735  
Minimum      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage interest 20.00%    
Maximum      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage interest 50.00%    
USG Boral Building Products      
Schedule of Equity Method Investments [Line Items]      
Equity method investments $ 675 $ 689 $ 676
Ownership percentage interest 50.00% 50.00% 50.00%
Other equity method investments      
Schedule of Equity Method Investments [Line Items]      
Equity method investments $ 7 $ 46  
Other equity method investments | Minimum      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage interest 33.00% 33.00%  
Other equity method investments | Maximum      
Schedule of Equity Method Investments [Line Items]      
Ownership percentage interest 50.00% 50.00%  
Knauf USG      
Schedule of Equity Method Investments [Line Items]      
Equity method investments   $ 38  
Ownership percentage interest 50.00%    
v3.3.1.900
Equity Method Investments - Textuals (Details)
€ in Millions
 12 Months Ended
Dec. 22, 2015
USD ($)
Feb. 27, 2014
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Sep. 15, 2015
USD ($)
Sep. 15, 2015
EUR (€)
Oct. 31, 2013
USD ($)
Schedule of Equity Method Investments [Line Items]                
Payments to acquire equity method investments   $ 515,000,000            
Long-term debt     $ 2,188,000,000 $ 2,209,000,000        
Present value of contingent liability for contingent consideration for equity method investment     24,000,000 23,000,000        
Equity method investments     682,000,000 735,000,000        
Gain on deconsolidation of subsidiaries and consolidated joint ventures     0 27,000,000 $ 0      
Gain on revaluation of retained investment on deconsolidation       $ 11,000,000        
Weighted average discount rate       11.00%        
Weighted average long-term growth rate       2.00%        
Translation loss     (67,000,000) $ (68,000,000) (17,000,000)      
Cash dividends paid     38,000,000 0 0      
Expected purchase price of joint venture           $ 52,000,000 € 48  
Income taxes payable on sale $ 5,000,000              
Income and gain from the sale of equity method investment to related party     13,000,000 2,000,000 2,000,000      
5.875% senior notes due 2021                
Schedule of Equity Method Investments [Line Items]                
Long-term debt     $ 350,000,000 $ 350,000,000       $ 350,000,000
Interest rate of convertible senior notes     5.875% 5.875%       5.875%
Base purchase price                
Schedule of Equity Method Investments [Line Items]                
Payments to acquire equity method investments   500,000,000            
Adjustments to purchase price                
Schedule of Equity Method Investments [Line Items]                
Payments to acquire equity method investments   $ 15,000,000            
Knauf                
Schedule of Equity Method Investments [Line Items]                
Percentage of beneficial ownership of affiliates     10.00%          
USG Boral Building Products                
Schedule of Equity Method Investments [Line Items]                
Ownership percentage interest   50.00% 50.00% 50.00%        
Contingent consideration amount (up to)   $ 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 (up to)   $ 50,000,000            
Second performance period for contingent consideration   5 years            
Equity method investments   $ 676,000,000 $ 675,000,000 $ 689,000,000        
Translation loss     (23,000,000) (34,000,000) 0      
Cash dividends paid     38,000,000          
Consolidated retained earnings which represents undistributed earnings     $ 42,000,000          
USG Boral Building Products | Boral                
Schedule of Equity Method Investments [Line Items]                
Ownership percentage by joint venture partner   50.00%            
Knauf USG                
Schedule of Equity Method Investments [Line Items]                
Ownership percentage interest     50.00%          
Equity method investments       38,000,000        
Gain on sale of investment $ 6,000,000              
Income and gain from the sale of equity method investment to related party     $ 13,000,000 $ 2,000,000 $ 2,000,000      
v3.3.1.900
Equity Method Investments - Statement of Operations (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Schedule of Equity Method Investments [Line Items]      
Income (loss) from equity method investments $ 50 $ 35 $ 1
USG Boral Building Products      
Schedule of Equity Method Investments [Line Items]      
Net sales 1,003 927  
Gross profit 278 251  
Operating profit 124 95  
Net income from continuing operations 101 72  
Net income 101 72  
Net income attributable to USG Boral Building Products 96 67  
Income (loss) from equity method investments 48 33  
Other equity method investments      
Schedule of Equity Method Investments [Line Items]      
Income (loss) from equity method investments $ 2 $ 2 $ 1
v3.3.1.900
Equity Method Investments - Balance Sheet (Details) - USG Boral Building Products - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Schedule of Equity Method Investments [Line Items]    
Current assets $ 368 $ 446
Non-current assets 935 989
Current liabilities 197 245
Long-term debt 40 46
Other non-current liabilities 17 21
Shareholders' equity 1,049 1,123
Current portion of long-term debt 16 35
Shareholders' equity related to non-controlling interests $ 60 $ 70
v3.3.1.900
Marketable Securities - Investments in Marketable Securities (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost $ 230 $ 154
Fair Value 230 154
Corporate debt securities    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost 134 93
Fair Value 134 93
U.S. government and agency debt securities    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost 57 22
Fair Value 57 22
Asset-backed debt securities    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost 21 17
Fair Value 21 17
Certificates of deposit    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost 15 18
Fair Value 15 18
Municipal debt securities    
Schedule of Available-for-sale Securities [Line Items]    
Amortized Cost 3 4
Fair Value $ 3 $ 4
v3.3.1.900
Marketable Securities - Contractual Maturities of Marketable Securities (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Amortized Cost    
Due in 1 year or less $ 194  
Due in 1-5 years 36  
Total marketable securities 230  
Fair Value    
Due in 1 year or less 194  
Due in 1-5 years 36  
Total marketable securities $ 230 $ 154
v3.3.1.900
Intangible Assets - Intangible Assets with Definite Lives (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Intangible Assets with Definite Lives:    
Gross Carrying Amount $ 79 $ 79
Accumulated Amortization (69) (61)
Net 10 18
Customer relationships    
Intangible Assets with Definite Lives:    
Gross Carrying Amount 70 70
Accumulated Amortization (61) (54)
Net 9 16
Other    
Intangible Assets with Definite Lives:    
Gross Carrying Amount 9 9
Accumulated Amortization (8) (7)
Net $ 1 $ 2
v3.3.1.900
Intangible Assets - Textuals (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Intangible Assets with Definite Lives:      
Amortization expense $ 8 $ 7 $ 7
Assets classified as held for sale $ 0 $ 5  
Customer relationships      
Intangible Assets with Definite Lives:      
Weighted average amortization period 10 years    
Other      
Intangible Assets with Definite Lives:      
Weighted average amortization period 11 years    
v3.3.1.900
Intangible Assets - Estimated Annual Amortization Expense (Details)
$ in Millions
Dec. 31, 2015
USD ($)
Estimated annual amortization expense  
2016 $ 7
2017 2
2018 and thereafter $ 1
v3.3.1.900
Intangible Assets - Intangible Assets with Indefinite Lives (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Indefinite-lived Intangible Assets [Line Items]    
Gross carrying amount $ 30 $ 30
Trade names    
Indefinite-lived Intangible Assets [Line Items]    
Gross carrying amount 22 22
Other    
Indefinite-lived Intangible Assets [Line Items]    
Gross carrying amount $ 8 $ 8
v3.3.1.900
Debt - Total Debt (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Feb. 24, 2015
Dec. 31, 2014
Oct. 31, 2013
Debt Instrument [Line Items]        
Long-term debt $ 2,188   $ 2,209  
Less unamortized debt issuance costs 13   14  
Total 2,175   2,195  
Current portion of long-term debt 500   4  
5.5% senior notes due 2025        
Debt Instrument [Line Items]        
Long-term debt 350   $ 0  
Less unamortized debt issuance costs   $ 6    
Total $ 344      
Stated interest rate 5.50%   5.50%  
5.875% senior notes due 2021        
Debt Instrument [Line Items]        
Long-term debt $ 350   $ 350 $ 350
Stated interest rate 5.875%   5.875% 5.875%
6.3% senior notes due 2016        
Debt Instrument [Line Items]        
Long-term debt $ 500   $ 500  
Stated interest rate 6.30%   6.30%  
7.75% senior notes due 2018        
Debt Instrument [Line Items]        
Long-term debt $ 500   $ 500  
Stated interest rate 7.75%   7.75%  
7.875% senior notes due 2020 (net of discount: 2015 - $1; 2014 - $1)        
Debt Instrument [Line Items]        
Long-term debt $ 249   $ 249  
Stated interest rate 7.875%   7.875%  
Unamortized discount $ 1   $ 1  
8.375% senior notes due 2018        
Debt Instrument [Line Items]        
Long-term debt $ 0   $ 350  
Stated interest rate 8.375%   8.375%  
Ship mortgage facility (includes current portion of long-term debt: 2015 - $0; 2014 - $4)        
Debt Instrument [Line Items]        
Long-term debt $ 0   $ 21  
Current portion of long-term debt 0   4  
Industrial revenue bonds (due 2028 through 2034)        
Debt Instrument [Line Items]        
Long-term debt $ 239   $ 239  
v3.3.1.900
Debt - Repurchase of 8.375% Senior Notes and Issuance of 5.5% Senior Notes (Details) - USD ($)
 12 Months Ended
Mar. 26, 2015
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Mar. 31, 2015
Feb. 24, 2015
Debt Instrument [Line Items]            
Loss on early extinguishment of debt $ 19,000,000 $ 19,000,000 $ 0 $ 0    
Debt issuance cost   13,000,000 14,000,000      
Amount of debt outstanding   2,188,000,000 2,209,000,000      
Long Term Debt, Net Of Unamortized Debt Issuance Costs   $ 2,175,000,000 $ 2,195,000,000      
8.375% senior notes due 2018            
Debt Instrument [Line Items]            
Stated interest rate   8.375% 8.375%      
Repurchase amount 224,000,000       $ 350,000,000 $ 126,000,000
Aggregate consideration $ 242,000,000         135,000,000
Amount of debt outstanding   $ 0 $ 350,000,000      
5.5% senior notes due 2025            
Debt Instrument [Line Items]            
Stated interest rate   5.50% 5.50%      
Face amount of notes           350,000,000
Debt issuance cost           $ 6,000,000
Amount of debt outstanding   $ 350,000,000 $ 0      
Long Term Debt, Net Of Unamortized Debt Issuance Costs   $ 344,000,000        
v3.3.1.900
Debt - Senior Notes (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Oct. 31, 2013
Debt Instrument [Line Items]      
Amount of debt outstanding $ 2,188 $ 2,209  
6.3% senior notes due 2016      
Debt Instrument [Line Items]      
Stated interest rate 6.30% 6.30%  
Amount of debt outstanding $ 500 $ 500  
Percentage of purchase price of notes at their principal amount 101.00%    
Percentage of principal amount of the notes being redeemed 100.00%    
7.75% senior notes due 2018      
Debt Instrument [Line Items]      
Stated interest rate 7.75% 7.75%  
Amount of debt outstanding $ 500 $ 500  
Percentage of purchase price of notes at their principal amount 101.00%    
Percentage of principal amount of the notes being redeemed 100.00%    
Effective interest rate 9.75%    
7.75% senior notes due 2018 | Maximum      
Debt Instrument [Line Items]      
Interest rate adjustment (as a percent) 2.00%    
5.5% senior notes due 2025      
Debt Instrument [Line Items]      
Stated interest rate 5.50% 5.50%  
Amount of debt outstanding $ 350 $ 0  
Percentage of purchase price of notes at their principal amount 101.00%    
Percentage of principal amount of the notes being redeemed 100.00%    
7.875% senior notes due 2020      
Debt Instrument [Line Items]      
Stated interest rate 7.875% 7.875%  
Amount of debt outstanding $ 249 $ 249  
Percentage of purchase price of notes at their principal amount 101.00%    
Percentage of principal amount of the notes being redeemed 100.00%    
5.875% senior notes due 2021      
Debt Instrument [Line Items]      
Stated interest rate 5.875% 5.875% 5.875%
Amount of debt outstanding $ 350 $ 350 $ 350
Percentage of purchase price of notes at their principal amount 101.00%    
Percentage of principal amount of the notes being redeemed 100.00%    
v3.3.1.900
Debt - Credit Facility (Details)
CAD in Millions
Dec. 31, 2015
CAD
Dec. 31, 2015
USD ($)
Line of credit    
Line of Credit Facility [Line Items]    
Maximum borrowing limit   $ 450,000,000
Current borrowing capacity   295,000,000
Maximum allowable borrowings   650,000,000
Borrowings available under credit facility   $ 0
Applicable interest rate 1.86% 1.86%
Letters of credit outstanding   $ 49,000,000
Line of credit | CGC, Inc.    
Line of Credit Facility [Line Items]    
Maximum borrowing limit   50,000,000
Letter of credit    
Line of Credit Facility [Line Items]    
Maximum borrowing limit   200,000,000
CGC USD    
Line of Credit Facility [Line Items]    
Current borrowing capacity   $ 50,000,000
CGC CAD    
Line of Credit Facility [Line Items]    
Applicable interest rate 2.12% 2.12%
Letters of credit outstanding | CAD CAD 1  
v3.3.1.900
Debt - Industrial Revenue Bonds (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Line of Credit Facility [Line Items]    
Amount of debt outstanding $ 2,188 $ 2,209
Industrial revenue bonds    
Line of Credit Facility [Line Items]    
Amount of debt outstanding $ 239 $ 239
Minimum fixed interest rate 5.50%  
Maximum fixed interest rate 6.40%  
Weighted average interest rate 5.875%  
v3.3.1.900
Debt - Other Information (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Debt Disclosure [Abstract]    
Fair value of debt $ 2,295 $ 2,338
Interest accrued on debt 45 $ 45
Debt maturities (principal amounts)    
2016 500  
2017 0  
2018 500  
2019 0  
2020 250  
After 2020 $ 939  
v3.3.1.900
Derivative Instruments - Textuals (Details)
MMBTU in Millions
 12 Months Ended
Dec. 22, 2015
USD ($)
Dec. 31, 2015
USD ($)
MMBTU
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Sep. 30, 2015
USD ($)
Derivative Instruments, Gain (Loss) [Line Items]          
Net liability position of derivatives   $ 13,000,000      
Collateral provided to counterparties related to derivatives   $ 21,000,000      
Commodity contracts          
Derivative Instruments, Gain (Loss) [Line Items]          
Aggregate notional amount | MMBTU   22      
Ineffectiveness recorded on contracts   $ 0 $ 0 $ 0  
Unrealized loss   2,000,000 5,000,000    
Commodity contracts | Derivatives          
Derivative Instruments, Gain (Loss) [Line Items]          
Unrealized gain (loss) remaining in AOCI   (19,000,000) (20,000,000)    
Foreign exchange contracts          
Derivative Instruments, Gain (Loss) [Line Items]          
Gain reclassified from AOCI to earnings $ 1,000,000        
Foreign exchange contracts | Derivatives in Cash Flow Hedging Relationships          
Derivative Instruments, Gain (Loss) [Line Items]          
Ineffectiveness recorded on contracts   0 0 $ 0  
Notional amounts of foreign exchange forward contracts   114,000,000      
Foreign exchange contracts | Derivatives in Net Investment Hedging Relationships          
Derivative Instruments, Gain (Loss) [Line Items]          
Notional amounts of foreign exchange forward contracts         $ 35,000,000
Foreign exchange contracts | Derivatives | Derivatives in Cash Flow Hedging Relationships          
Derivative Instruments, Gain (Loss) [Line Items]          
Unrealized gain (loss) remaining in AOCI   $ 8,000,000 $ 3,000,000    
v3.3.1.900
Derivative Instruments - Pretax Effects of Derivative Instruments (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 22, 2015
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Foreign exchange contracts        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion) $ 1      
Derivatives Designated as Hedging Instruments | Derivatives in Cash Flow Hedging Relationships        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)   $ (1) $ (15) $ 4
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)   (7) 4 1
Derivatives Designated as Hedging Instruments | Commodity contracts | Derivatives in Cash Flow Hedging Relationships        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)   (14) (19) 1
Derivatives Designated as Hedging Instruments | Commodity contracts | Cost of products sold | Derivatives in Cash Flow Hedging Relationships        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)   (15) 2 (2)
Derivatives Designated as Hedging Instruments | Foreign exchange contracts | Derivatives in Cash Flow Hedging Relationships        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)   12 4 3
Derivatives Designated as Hedging Instruments | Foreign exchange contracts | Derivatives in Net Investment Hedging Relationships        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain or (Loss) Recognized in Other Comprehensive Income (Loss) on Derivatives (Effective Portion)   1 0 0
Derivatives Designated as Hedging Instruments | Foreign exchange contracts | Cost of products sold | Derivatives in Cash Flow Hedging Relationships        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)   7 2 3
Derivatives Designated as Hedging Instruments | Foreign exchange contracts | Income and gain from the sale of equity method investment to related party | Derivatives in Net Investment Hedging Relationships        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain or (Loss) Reclassified from AOCI into Income (Effective Portion)   1 0 0
Derivatives Not Designated as Hedging Instruments        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain or (Loss) Recognized in Income on Derivatives   (1) (4) 2
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   (3) (4) 2
Derivatives Not Designated as Hedging Instruments | Foreign exchange contracts | Other (income) expense, net        
Derivative Instruments, Gain (Loss) [Line Items]        
Amount of Gain or (Loss) Recognized in Income on Derivatives   $ 2 $ 0 $ 0
v3.3.1.900
Derivative Instruments - Fair Values of Derivative Instruments (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Fair values of derivative instruments on the consolidated balance sheets    
Total assets $ 9 $ 4
Total liabilities 22 26
Derivatives Not Designated as Hedging Instruments    
Fair values of derivative instruments on the consolidated balance sheets    
Total assets 0 0
Total liabilities 2 5
Commodity contracts | Other current assets | Derivatives Not Designated as Hedging Instruments    
Fair values of derivative instruments on the consolidated balance sheets    
Total assets 0 0
Commodity contracts | Other assets | Derivatives Not Designated as Hedging Instruments    
Fair values of derivative instruments on the consolidated balance sheets    
Total assets 0 0
Commodity contracts | Accrued expenses | Derivatives Not Designated as Hedging Instruments    
Fair values of derivative instruments on the consolidated balance sheets    
Total liabilities 2 4
Commodity contracts | Other liabilities | Derivatives Not Designated as Hedging Instruments    
Fair values of derivative instruments on the consolidated balance sheets    
Total liabilities 0 1
Derivatives in Cash Flow Hedging Relationships | Derivatives in Cash Flow Hedging Relationships    
Fair values of derivative instruments on the consolidated balance sheets    
Total assets 9 4
Total liabilities 20 21
Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Other current assets | Derivatives in Cash Flow Hedging Relationships    
Fair values of derivative instruments on the consolidated balance sheets    
Total assets 1 1
Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Other assets | Derivatives in Cash Flow Hedging Relationships    
Fair values of derivative instruments on the consolidated balance sheets    
Total assets 0 0
Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Accrued expenses | Derivatives in Cash Flow Hedging Relationships    
Fair values of derivative instruments on the consolidated balance sheets    
Total liabilities 15 14
Derivatives in Cash Flow Hedging Relationships | Commodity contracts | Other liabilities | Derivatives in Cash Flow Hedging Relationships    
Fair values of derivative instruments on the consolidated balance sheets    
Total liabilities 5 7
Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Other current assets | Derivatives in Cash Flow Hedging Relationships    
Fair values of derivative instruments on the consolidated balance sheets    
Total assets 8 3
Derivatives in Cash Flow Hedging Relationships | Foreign exchange contracts | Accrued expenses | Derivatives in Cash Flow Hedging Relationships    
Fair values of derivative instruments on the consolidated balance sheets    
Total liabilities $ 0 $ 0
v3.3.1.900
Fair Value Measurements - Assets and Liabilities Measured at Fair Value (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents $ 248 $ 125
Equity mutual funds 4 4
Marketable securities 230 154
Derivative assets 9 4
Derivative liabilities (22) (26)
Corporate debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 134 93
U.S. government and agency debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 57 22
Asset-backed debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 21 17
Certificates of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 15 18
Municipal debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 3 4
Quoted Prices in Active Markets for Identical Assets (Level 1)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 223 93
Equity mutual funds 4 4
Derivative assets 0 0
Derivative liabilities 0 0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Corporate debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Quoted Prices in Active Markets for Identical Assets (Level 1) | U.S. government and agency debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Asset-backed debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Certificates of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Quoted Prices in Active Markets for Identical Assets (Level 1) | Municipal debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Significant Other Observable Inputs (Level 2)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Cash equivalents 25 32
Equity mutual funds 0 0
Derivative assets 9 4
Derivative liabilities (22) (26)
Significant Other Observable Inputs (Level 2) | Corporate debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 134 93
Significant Other Observable Inputs (Level 2) | U.S. government and agency debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 57 22
Significant Other Observable Inputs (Level 2) | Asset-backed debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 21 17
Significant Other Observable Inputs (Level 2) | Certificates of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 15 18
Significant Other Observable Inputs (Level 2) | Municipal debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 3 4
Significant Unobservable Inputs (Level 3)    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
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    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Significant Unobservable Inputs (Level 3) | U.S. government and agency debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Significant Unobservable Inputs (Level 3) | Asset-backed debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Significant Unobservable Inputs (Level 3) | Certificates of deposit    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities 0 0
Significant Unobservable Inputs (Level 3) | Municipal debt securities    
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]    
Marketable securities $ 0 $ 0
v3.3.1.900
Fair Value Measurements - Textuals (Details) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Long-lived asset impairment charges   $ 30 $ 0 $ 90 $ 0
Significant Unobservable Inputs (Level 3)          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Long-lived asset impairment charges       30  
Self-unloading ocean vessels          
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]          
Long-lived asset impairment charges $ 60     $ 60  
v3.3.1.900
Employee Retirement Plans - Textuals (Details) - USD ($)
$ in Millions
 1 Months Ended 12 Months Ended
Jan. 01, 2014
Dec. 31, 2013
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Defined Benefit Plan Disclosure [Line Items]          
Accumulated benefit obligation     $ 1,354 $ 1,429  
Minimum funded percentage of ABO     100.00%    
Defined Contribution Plans Disclosure [Abstract]          
Total charges for defined contribution plans     $ 7 6 $ 3
Minimum contribution percentage     1.00%    
Maximum contribution percentage     75.00%    
Employees earned a guaranteed company on contributions (as a percent) 25.00%       10.00%
Employees earned a guaranteed company match on eligible compensation (up to) (as a percent) 6.00%       6.00%
Vested period company matching contributions for employee     3 years    
USG Corporation Retirement Plan          
Defined Benefit Plan Disclosure [Line Items]          
Settlement charge   $ 15      
Pension          
Defined Benefit Plan Disclosure [Line Items]          
Settlement charge     $ 1 13 $ 16
Actuarial gain     $ 119 $ (327)  
Weighted-average discount rate   4.90% 4.43% 4.10% 4.90%
Net actuarial loss     $ 19    
Prior service cost (credit)     $ 0    
Expected return on plan assets (as a percent)     6.70% 7.00%  
Estimated future employer benefit plan contribution     $ 65    
Expected future benefit payments in next twelve months     105    
Postretirement Benefits          
Defined Benefit Plan Disclosure [Line Items]          
Actuarial gain     $ 14 $ (4)  
Weighted-average discount rate     4.24% 3.70%  
Net actuarial loss     $ 1    
Prior service cost (credit)     (28)    
Expected future benefit payments in next twelve months     $ 9    
U.S. Postretirement Health Care Plan          
Defined Benefit Plan Disclosure [Line Items]          
Annual increase to contributions health care cost (as a percent)     3.00%    
Canadian Postretirement Health Care Plan          
Defined Benefit Plan Disclosure [Line Items]          
Assumed health care cost trend rate     8.00% 8.25%  
Ultimate health care cost trend rate     4.00% 4.00%  
v3.3.1.900
Employee Retirement Plans - Components of Net Pension and Postretirement Benefit Costs (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Pension Benefits      
Defined Benefit Plan Disclosure [Line Items]      
Service cost of benefits earned $ 49 $ 37 $ 38
Interest cost on projected benefit obligation 66 65 63
Expected return on plan assets (83) (79) (76)
Settlement 1 13 16
Net amortization 39 24 43
Net pension cost 72 60 84
Postretirement Benefits      
Defined Benefit Plan Disclosure [Line Items]      
Service cost of benefits earned 2 3 3
Interest cost on projected benefit obligation 6 7 7
Net amortization (31) (35) (34)
Net pension cost $ (23) $ (25) $ (24)
v3.3.1.900
Employee Retirement Plans - Accumulated Benefit Obligation (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Selected information for pension plans with accumulated benefit obligations in excess of plan assets:    
Accumulated benefit obligation $ (1,182) $ (1,230)
Fair value of plan assets 1,097 1,113
Selected information for pension plans with benefit obligations in excess of plan assets:    
Benefit obligation (1,365) (1,686)
Fair value of plan assets $ 1,099 $ 1,340
v3.3.1.900
Employee Retirement Plans - Projected Benefit Obligations (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Change in Plan Assets:      
Fair value as of beginning of period $ 1,340    
Fair value as of end of period 1,301 $ 1,340  
Components on the Consolidated Balance Sheets:      
Current liabilities (18) (22)  
Noncurrent liabilities (392) (491)  
Pension      
Change in Benefit Obligation:      
Benefit obligation as of beginning of period 1,686 1,376  
Service cost 49 37 $ 38
Interest cost 66 65 63
Curtailment/settlements (4) (24)  
Participant contributions 11 10  
Benefits paid (86) (81)  
Plan amendment 0 0  
Actuarial (gain) loss (119) 327  
Foreign currency translation (39) (24)  
Benefit obligation as of end of period 1,564 1,686 1,376
Change in Plan Assets:      
Fair value as of beginning of period 1,340 1,262  
Actual return on plan assets 17 132  
Employer contributions 61 64  
Participant contributions 11 10  
Benefits paid (86) (81)  
Curtailment/settlements (4) (24)  
Foreign currency translation (38) (23)  
Fair value as of end of period 1,301 1,340 1,262
Funded status (263) (346)  
Components on the Consolidated Balance Sheets:      
Noncurrent assets 3 0  
Current liabilities (9) (9)  
Noncurrent liabilities (257) (337)  
Net liability as of December 31 (263) (346)  
Pretax Components in AOCI:      
Net actuarial loss 387 490  
Prior service credit (1) (1)  
Total as of end of year 386 489  
Postretirement      
Change in Benefit Obligation:      
Benefit obligation as of beginning of period 167 166  
Service cost 2 3 3
Interest cost 6 7 7
Curtailment/settlements 0 0  
Participant contributions 3 8  
Benefits paid (11) (20)  
Plan amendment 0 4  
Actuarial (gain) loss (14) 4  
Foreign currency translation (9) (5)  
Benefit obligation as of end of period 144 167 166
Change in Plan Assets:      
Fair value as of beginning of period 0 0  
Actual return on plan assets 0 0  
Employer contributions 8 12  
Participant contributions 3 8  
Benefits paid (11) (20)  
Curtailment/settlements 0 0  
Foreign currency translation 0 0  
Fair value as of end of period 0 0 $ 0
Funded status (144) (167)  
Components on the Consolidated Balance Sheets:      
Noncurrent assets 0 0  
Current liabilities (9) (13)  
Noncurrent liabilities (135) (154)  
Net liability as of December 31 (144) (167)  
Pretax Components in AOCI:      
Net actuarial loss 7 24  
Prior service credit (108) (140)  
Total as of end of year $ (101) $ (116)  
v3.3.1.900
Employee Retirement Plans - Assumptions (Details)
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Pension      
Weighted average assumptions used to determine benefit obligations as of December 31:      
Discount rate 4.43% 4.10% 4.90%
Compensation increase rate 3.55% 3.60%  
Weighted average assumptions used to determine net cost for years ended December 31:      
Discount rate 4.10% 4.90%  
Expected return on plan assets (as a percent) 6.70% 7.00%  
Compensation increase rate 3.50% 3.50%  
Postretirement      
Weighted average assumptions used to determine benefit obligations as of December 31:      
Discount rate 4.24% 3.70%  
Weighted average assumptions used to determine net cost for years ended December 31:      
Discount rate 3.70% 4.60%  
v3.3.1.900
Employee Retirement Plans - One Percentage Point Change Effects (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2015
USD ($)
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract]  
Effect on total service and interest cost, one-percentage-point increase $ 1
Effect on total service and interest cost, one-percentage-point decrease 0
Effect on postretirement benefit obligation, one-percentage-point increase 10
Effect on postretirement benefit obligation, one-percentage-point decrease $ (8)
v3.3.1.900
Employee Retirement Plans - Target Asset Allocation and Acceptable Ranges (Details)
 12 Months Ended
Dec. 31, 2015
Defined Benefit Plan Disclosure [Line Items]  
Target plan asset allocations (as a percent) 100.00%
Equity  
Defined Benefit Plan Disclosure [Line Items]  
Target plan asset allocations (as a percent) 40.00%
Target plan asset allocations, range minimum (as a percent) 36.00%
Target plan asset allocations, range maximum (as a percent) 42.00%
Fixed income  
Defined Benefit Plan Disclosure [Line Items]  
Target plan asset allocations (as a percent) 49.00%
Target plan asset allocations, range minimum (as a percent) 46.00%
Target plan asset allocations, range maximum (as a percent) 52.00%
Limited partnerships  
Defined Benefit Plan Disclosure [Line Items]  
Target plan asset allocations (as a percent) 5.00%
Target plan asset allocations, range minimum (as a percent) 2.00%
Target plan asset allocations, range maximum (as a percent) 8.00%
Other real assets  
Defined Benefit Plan Disclosure [Line Items]  
Target plan asset allocations (as a percent) 6.00%
Target plan asset allocations, range minimum (as a percent) 3.00%
Target plan asset allocations, range maximum (as a percent) 9.00%
Cash equivalents and short-term investments  
Defined Benefit Plan Disclosure [Line Items]  
Target plan asset allocations (as a percent) 0.00%
Target plan asset allocations, range minimum (as a percent) 0.00%
Target plan asset allocations, range maximum (as a percent) 5.00%
v3.3.1.900
Employee Retirement Plans - Fair Values by Hierarchy of Inputs (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets $ 1,301 $ 1,340  
Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 144 139 $ 75
Common and preferred stock      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 55 74  
Common and preferred stock | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 55 74  
Common and preferred stock | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Common and preferred stock | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Commingled/pooled/mutual funds      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 502 523  
Commingled/pooled/mutual funds | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 54 53  
Commingled/pooled/mutual funds | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 448 470  
Commingled/pooled/mutual funds | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Total equity      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 557 597  
Total equity | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 109 127  
Total equity | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 448 470  
Total equity | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
U.S. government and agency debt securities      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 177 195  
U.S. government and agency debt securities | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
U.S. government and agency debt securities | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 177 195  
U.S. government and agency debt securities | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Non-U.S. government and agency debt securities      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 32 30  
Non-U.S. government and agency debt securities | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Non-U.S. government and agency debt securities | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 32 30  
Non-U.S. government and agency debt securities | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Investment-grade debt securities      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 199 184  
Investment-grade debt securities | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Investment-grade debt securities | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 199 184  
Investment-grade debt securities | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
High-yield debt securities      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 36 39  
High-yield debt securities | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
High-yield debt securities | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 36 39  
High-yield debt securities | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Commingled/pooled funds      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 129 114  
Commingled/pooled funds | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Commingled/pooled funds | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 129 114  
Commingled/pooled funds | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Other      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 4 9  
Other | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Other | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 3 8  
Other | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 1 1  
Total fixed income      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 577 571  
Total fixed income | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Total fixed income | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 576 570  
Total fixed income | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 1 1 1
Limited partnerships      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 106 103  
Limited partnerships | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Limited partnerships | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Limited partnerships | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 106 103 39
Other Real Estate Assets      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 52 55  
Other Real Estate Assets | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Other Real Estate Assets | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 15 20  
Other Real Estate Assets | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 37 35 $ 35
Cash equivalents and short-term investments      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 10 17  
Cash equivalents and short-term investments | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Cash equivalents and short-term investments | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 10 17  
Cash equivalents and short-term investments | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Total      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 1,302 1,343  
Total | Quoted Prices in Active Markets for Identical Assets (Level 1)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 109 127  
Total | Significant Other Observable Inputs (Level 2)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 1,049 1,077  
Total | Significant Unobservable Inputs (Level 3)      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 144 139  
Cash on hand      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 0 0  
Receivables      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets 9 1  
Accounts payable      
Defined Benefit Plan Disclosure [Line Items]      
Fair value of plan assets $ (10) $ (4)  
v3.3.1.900
Employee Retirement Plans - Reconciliation of Change in Fair Value Measurement of Defined Benefit Plans' Consolidated Assets (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Change in Plan Assets:    
Fair value as of beginning of period $ 1,340  
Fair value as of end of period 1,301 $ 1,340
Significant Unobservable Inputs (Level 3)    
Change in Plan Assets:    
Fair value as of beginning of period 139 75
Realized gains (1) 1
Unrealized gains (losses) (6) 1
Purchases 2 67
Sales (2) (3)
Settlements 0 0
Net transfers into (out of) Level 3 0 0
Fair value as of end of period 144 139
Fixed income    
Change in Plan Assets:    
Fair value as of beginning of period 571  
Fair value as of end of period 577 571
Fixed income | Significant Unobservable Inputs (Level 3)    
Change in Plan Assets:    
Fair value as of beginning of period 1 1
Realized gains 0 0
Unrealized gains (losses) 0 0
Purchases 0 0
Sales 0 0
Settlements 0 0
Net transfers into (out of) Level 3 0 0
Fair value as of end of period 1 1
Other Real Estate Assets    
Change in Plan Assets:    
Fair value as of beginning of period 55  
Fair value as of end of period 52 55
Other Real Estate Assets | Significant Unobservable Inputs (Level 3)    
Change in Plan Assets:    
Fair value as of beginning of period 35 35
Realized gains (1) 1
Unrealized gains (losses) (5) (1)
Purchases 0 0
Sales (2) (2)
Settlements 0 0
Net transfers into (out of) Level 3 0 0
Fair value as of end of period 37 35
Limited partnerships    
Change in Plan Assets:    
Fair value as of beginning of period 103  
Fair value as of end of period 106 103
Limited partnerships | Significant Unobservable Inputs (Level 3)    
Change in Plan Assets:    
Fair value as of beginning of period 103 39
Realized gains 0 0
Unrealized gains (losses) (1) 2
Purchases 2 67
Sales 0 (1)
Settlements 0 0
Net transfers into (out of) Level 3 0 0
Fair value as of end of period $ 106 $ 103
v3.3.1.900
Employee Retirement Plans - Expected Benefit Payments (Details)
$ in Millions
Dec. 31, 2015
USD ($)
Pension Benefits  
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]  
2016 $ 105
2017 84
2018 94
2019 95
2020 128
2021 - 2025 585
Postretirement Benefits  
Defined Benefit Plan, Expected Future Benefit Payments, Fiscal Year Maturity [Abstract]  
2016 9
2017 9
2018 10
2019 10
2020 8
2021 - 2025 $ 43
v3.3.1.900
Share-Based Compensation - Textuals (Details)
 12 Months Ended
Dec. 31, 2015
USD ($)
Installment
$ / shares
shares
Dec. 31, 2014
USD ($)
$ / shares
shares
Dec. 31, 2013
USD ($)
$ / shares
shares
Dec. 31, 2012
USD ($)
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]        
Number of shares authorized for grants under the LTIP (in shares) | shares 12,700,000      
Number of shares reserved for future grant under the LTIP (in shares) | shares 3,000,000      
Expense for share-based arrangements $ 15,000,000 $ 21,000,000 $ 19,000,000  
Income tax benefits on share based arrangements 0 0 0  
Share-based Compensation Awards        
Operating loss carryforwards 1,755,000,000      
Unrecognized tax benefits resulting in NOL carryforward $ 18,000,000 $ 22,000,000 $ 22,000,000 $ 16,000,000
Non Employee Director Deferred Stock        
Equity Instruments Other than Options, Additional Disclosures        
Number of deferred stock units held by non-employee directors (in shares) | shares 193,117 164,235 182,632  
Deferred stock unit expense $ 1,000,000 $ 1,000,000 $ 1,000,000  
Employee stock option        
Share-based Compensation Awards        
Excess tax benefit from option exercises 0 0 0  
Operating loss carryforwards 68,000,000      
Unrecognized tax benefits resulting in NOL carryforward $ 24,000,000      
Stock Options        
Number of annual installments | Installment 4      
Vesting period 1 year      
Expiration period of stock options 10 years      
Intrinsic value of stock options $ 6,000,000 8,000,000 7,000,000  
Cash received from exercise of stock options 6,000,000 4,000,000 4,000,000  
Fair value of stock options vested $ 1,000,000 $ 2,000,000 $ 10,000,000  
MSUs        
Stock Options        
Vesting period 3 years      
Equity Instruments Other than Options, Additional Disclosures        
Weighted average grant date fair value of RSUs (in dollars per share) | $ / shares $ 30.06 $ 40.20 $ 34.55  
Minimum number of performance shares earned (as a percent) 0.00%      
Maximum number of performance shares earned (as a percent) 150.00%      
Awards vested (in shares) | shares 155,595      
Number of shares vested | shares 119,808      
Unrecognized compensation cost $ 4,000,000      
Weighted average period for recognition of unrecognized compensation cost 1 year 8 months 15 days      
Number of shares granted | shares 474,000      
RSUs        
Stock Options        
Vesting period 3 years      
Equity Instruments Other than Options, Additional Disclosures        
Weighted average grant date fair value of RSUs (in dollars per share) | $ / shares $ 28.56 $ 32.50 $ 29.44  
Awards vested (in shares) | shares 220,000      
Unrecognized compensation cost $ 3,000,000      
Weighted average period for recognition of unrecognized compensation cost 2 years 7 months 6 days      
Number of shares granted | shares 94,000      
Fair value of RSUs that vested in period $ 4,000,000 $ 6,000,000 $ 7,000,000  
Performance shares        
Stock Options        
Vesting period 3 years      
Equity Instruments Other than Options, Additional Disclosures        
Weighted average grant date fair value of RSUs (in dollars per share) | $ / shares $ 30.63 $ 46.46 $ 38.89  
Minimum number of performance shares earned (as a percent) 0.00%      
Maximum number of performance shares earned (as a percent) 200.00%      
Awards vested (in shares) | shares 89,040      
Number of shares vested | shares 0      
Unrecognized compensation cost $ 4,000,000      
Weighted average period for recognition of unrecognized compensation cost 1 year 8 months      
Number of shares granted | shares 147,000      
v3.3.1.900
Share-Based Compensation - Summary of Stock Options (Details) - Employee stock option - USD ($)
$ / shares in Units, shares in Thousands, $ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Number of Options    
Outstanding at beginning of period (in shares) 3,982  
Exercised (in shares) (410)  
Canceled (in shares) (67)  
Forfeited (in shares) (9)  
Outstanding at end of period (in shares) 3,496 3,982
Exercisable (in shares) 3,363  
Weighted Average Exercise Price    
Outstanding at beginning of period (in dollars per share) $ 26.77  
Exercised (in dollars per share) 14.61  
Canceled (in dollars per share) 41.50  
Forfeited (in dollars per share) 14.76  
Outstanding at end of period (in dollars per share) 28.00 $ 26.77
Exercisable (in dollars per share) $ 28.51  
Options Activity, Weighted Remaining Contractual Term and Aggregate Intrisic Value    
Weighted Average Remaining Contractual Term, Outstanding 3 years 22 days 4 years 2 months 1 day
Weighted Average Remaining Contractual Term, Exercisable 2 years 11 months 5 days  
Aggregate Intrinsic Value, Outstanding $ 19 $ 31
Aggregate Intrinsic Value, Exercisable $ 18  
Vested or expected to vest    
Number of Options 3,496  
Weighted Average Exercise Price (in dollars per share) $ 28.00  
Weighted Average Remaining Contractual Term (years) 2 years 11 months 27 days  
Aggregate Intrinsic Value $ 19  
v3.3.1.900
Share-Based Compensation - MSUs Assumptions (Details) - MSUs - USD ($)
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Assumptions:      
Expected volatility (as a percent) 42.70% 54.93% 60.97%
Risk-free rate 1.09% 0.63% 0.35%
Expected term 2 years 11 months 13 days 2 years 11 months 10 days 2 years 4 months 18 days
Expected dividends $ 0 $ 0 $ 0
v3.3.1.900
Share-Based Compensation - MSUs Activity (Details) - MSUs - $ / shares
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Weighted Number of Shares      
Nonvested at beginning of period (in shares) 511,000    
Granted (in shares) 474,000    
Vested (in shares) (155,595)    
Forfeited (in shares) (86,000)    
Nonvested at end of period (in shares) 743,000 511,000  
Weighted Average Grant Date Fair Value      
Nonvested at January 1 (in dollars per share) $ 38.43    
Granted (in dollars per share) 30.06 $ 40.20 $ 34.55
Vested (in dollars per share) 34.80    
Forfeited (in dollars per share) 34.34    
Nonvested at December 31 (in dollars per share) $ 34.33 $ 38.43  
v3.3.1.900
Share-Based Compensation - RSUs Activity (Details) - RSUs - $ / shares
shares in Thousands
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Number of Shares      
Nonvested at beginning of period (in shares) 423    
Granted (in shares) 94    
Vested (in shares) (220)    
Forfeited (in shares) (27)    
Nonvested at end of period (in shares) 270 423  
Weighted Average Grant Date Fair Value      
Nonvested at January 1 (in dollars per share) $ 20.12    
Granted (in dollars per share) 28.56 $ 32.50 $ 29.44
Vested (in dollars per share) 17.84    
Forfeited (in dollars per share) 24.36    
Nonvested at December 31 (in dollars per share) $ 24.49 $ 20.12  
v3.3.1.900
Share-Based Compensation - Performance Shares Assumptions (Details) - Performance shares - USD ($)
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Assumptions:      
Expected volatility (as a percent) 42.70% 54.93% 59.98%
Risk-free rate 1.09% 0.63% 0.43%
Expected term 2 years 11 months 13 days 2 years 11 months 10 days 2 years 10 months 18 days
Expected dividends $ 0 $ 0 $ 0
v3.3.1.900
Share-Based Compensation - Performance Shares Activity (Details) - Performance shares - $ / shares
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Weighted Number of Shares      
Nonvested at beginning of period (in shares) 203,000    
Granted (in shares) 147,000    
Vested (in shares) (89,040)    
Forfeited (in shares) (39,000)    
Nonvested at end of period (in shares) 222,000 203,000  
Weighted Average Grant Date Fair Value      
Nonvested at January 1 (in dollars per share) $ 42.82    
Granted (in dollars per share) 30.63 $ 46.46 $ 38.89
Vested (in dollars per share) 38.89    
Forfeited (in dollars per share) 24.12    
Nonvested at December 31 (in dollars per share) $ 37.20 $ 42.82  
v3.3.1.900
Supplemental Balance Sheet Information - Inventories (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Inventory, Net [Abstract]    
Finished goods $ 210 $ 232
Work in progress 36 35
Raw materials 68 62
Total $ 314 $ 329
v3.3.1.900
Supplemental Balance Sheet Information - Property, Plant and Equipment (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Property, Plant and Equipment [Abstract]    
Land and mineral deposits $ 131 $ 135
Buildings and improvements 1,088 1,095
Machinery and equipment 2,505 2,563
Property, plant and equipment, gross 3,724 3,793
Reserves for depreciation and depletion (1,936) (1,885)
Total 1,788 1,908
Annual depreciation and depletion expense $ 130 $ 134
v3.3.1.900
Supplemental Balance Sheet Information - Accrued Expenses (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Accrued Liabilities, Current [Abstract]    
Self-insurance reserves $ 20 $ 21
Employee compensation 40 42
Interest 45 45
Restructuring 0 1
Derivatives 17 18
Pension and other postretirement benefits 18 22
Environmental 16 16
Other 58 55
Total $ 214 $ 220
v3.3.1.900
Supplemental Balance Sheet Information - Changes in Balances of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Accumulated Other Comprehensive Income (Loss) [Roll Forward]      
Balance at beginning of period $ (338) $ 24 $ (233)
Other comprehensive income (loss) before reclassifications 2 (355) 234
Less: Amounts reclassified from AOCI, net of tax (22) 7 (23)
Other comprehensive income (loss), net of tax 24 (362) 257
Balance at end of period (314) (338) 24
Derivatives      
Accumulated Other Comprehensive Income (Loss) [Roll Forward]      
Balance at beginning of period 16 35 32
Other comprehensive income (loss) before reclassifications (5) (15) 4
Less: Amounts reclassified from AOCI, net of tax (9) 4 1
Other comprehensive income (loss), net of tax 4 (19) 3
Balance at end of period 20 16 35
Pension and Other Postretirement Benefit Plans      
Accumulated Other Comprehensive Income (Loss) [Roll Forward]      
Balance at beginning of period (302) (32) (303)
Other comprehensive income (loss) before reclassifications 74 (272) 247
Less: Amounts reclassified from AOCI, net of tax (7) (2) (24)
Other comprehensive income (loss), net of tax 81 (270) 271
Balance at end of period (221) (302) (32)
Foreign Currency Translation      
Accumulated Other Comprehensive Income (Loss) [Roll Forward]      
Balance at beginning of period (52) 21 38
Other comprehensive income (loss) before reclassifications (67) (68) (17)
Less: Amounts reclassified from AOCI, net of tax (6) 5 0
Other comprehensive income (loss), net of tax (61) (73) (17)
Balance at end of period $ (113) $ (52) $ 21
v3.3.1.900
Supplemental Balance Sheet Information - Amounts Reclassified from AOCI (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]      
Cost of products sold $ (3,085) $ (3,070) $ (2,989)
Net reclassification from ACOI for cash flow hedges included in income and gain from the sale of equity method investment to related party 13 2 2
Selling and administrative expenses (317) (339) (320)
Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) (729) 7 11
Net income 991 38 $ 46
Derivatives | Reclassification out of accumulated other comprehensive income      
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]      
Cost of products sold (8) 4  
Net reclassification from ACOI for cash flow hedges included in income and gain from the sale of equity method investment to related party 1 0  
Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) 2 0  
Net income (9) 4  
Pension and postretirement benefits | Reclassification out of accumulated other comprehensive income      
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]      
Cost of products sold (5) 7  
Selling and administrative expenses (3) (10)  
Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) (1) (1)  
Net income (7) (2)  
Foreign Currency Translation | Reclassification out of accumulated other comprehensive income      
Reclassification Adjustment out of Accumulated Other Comprehensive Income on Derivatives [Line Items]      
Selling and administrative expenses (6) 5  
Less: Income tax expense on reclassification from AOCI included in income tax expense (benefit) 0 0  
Net income $ (6) $ 5  
v3.3.1.900
Supplemental Balance Sheet Information - Textuals (Details)
$ in Millions
 12 Months Ended
Dec. 31, 2015
USD ($)
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Net after-tax loss on derivatives reclassified from AOCI $ 9
v3.3.1.900
Supplemental Balance Sheet Information - Asset Retirement Obligations (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Asset Retirement Obligation, Roll Forward Analysis [Roll Forward]    
Balance as of beginning of period $ 123 $ 132
Accretion expense 7 7
Liabilities incurred 1 2
Changes in estimated cash flows (5) (13)
Liabilities settled (2) (2)
Foreign currency translation (5) (3)
Balance as of end of period $ 119 $ 123
v3.3.1.900
Long-Lived Asset Impairment Charges - Impairment Charges (Details) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Restructuring Cost and Reserve [Line Items]          
Long-lived asset impairment charges   $ 30 $ 0 $ 90 $ 0
Self-unloading ocean vessels          
Restructuring Cost and Reserve [Line Items]          
Long-lived asset impairment charges $ 60     60  
Machinery and equipment | Empire, Nevada and New Orleans, Louisiana          
Restructuring Cost and Reserve [Line Items]          
Long-lived asset impairment charges       16  
Machinery and equipment | Gypsum, Ohio          
Restructuring Cost and Reserve [Line Items]          
Long-lived asset impairment charges       2  
Future manufacturing facilities          
Restructuring Cost and Reserve [Line Items]          
Long-lived asset impairment charges       $ 12  
v3.3.1.900
Long-Lived Asset Impairment Charges - Textuals (Details)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2014
USD ($)
facility
Sep. 30, 2014
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
facility
Dec. 31, 2013
USD ($)
Apr. 30, 2015
ocean_vessel
Restructuring Cost and Reserve [Line Items]            
Long-lived asset impairment charges   $ 30 $ 0 $ 90 $ 0  
Self-unloading ocean vessels | ocean_vessel           2
Future facilities | facility 2     2    
Self-unloading ocean vessels            
Restructuring Cost and Reserve [Line Items]            
Long-lived asset impairment charges $ 60     $ 60    
Machinery and equipment | Empire, Nevada and New Orleans, Louisiana            
Restructuring Cost and Reserve [Line Items]            
Long-lived asset impairment charges       16    
Machinery and equipment | Gypsum, Ohio            
Restructuring Cost and Reserve [Line Items]            
Long-lived asset impairment charges       2    
Future manufacturing facilities            
Restructuring Cost and Reserve [Line Items]            
Long-lived asset impairment charges       $ 12    
v3.3.1.900
Gypsum Transportation Limited (Details)
$ in Millions
 1 Months Ended 3 Months Ended 12 Months Ended
Apr. 30, 2015
USD ($)
ocean_vessel
Dec. 31, 2015
USD ($)
Sep. 30, 2015
USD ($)
Jun. 30, 2015
USD ($)
Mar. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Sep. 30, 2014
USD ($)
Jun. 30, 2014
USD ($)
Mar. 31, 2014
USD ($)
Dec. 31, 2015
USD ($)
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Property, Plant and Equipment [Line Items]                        
Self-unloading ocean vessels | ocean_vessel 2                      
Long-lived asset impairment charges             $ 30     $ 0 $ 90 $ 0
Contract termination charge                     6  
Provision for bad debt                   0 1 0
Proceeds from sale of assets                   61 16 2
Gain on asset disposition                   15 12 1
Early termination costs paid $ 7                      
Cost to exit shipping operations       $ 6                
Gain on disposal of shipping operations, net                   1 0 0
Contract termination and (recovery) loss on receivable           $ 15       (6) 15 0
Operating profit (loss)   $ 98 $ 102 $ 105 $ 76 (24) $ 22 $ 98 $ 66 381 162 258
Gypsum Transportation Limited                        
Property, Plant and Equipment [Line Items]                        
Operating profit (loss)                   7 (52) $ 20
GTL trading partner                        
Property, Plant and Equipment [Line Items]                        
Provision for bad debt                     9  
Receivable per release and debt settlement agreement   14               14    
Loss on trade receivable   9               9    
Remaining receivable that will be recorded when realization is assured   $ 5               $ 5    
Self-unloading ocean vessels                        
Property, Plant and Equipment [Line Items]                        
Long-lived asset impairment charges           $ 60         $ 60  
Proceeds from sale of assets 42                      
Gain on asset disposition $ 7                      
v3.3.1.900
Segments - Textuals (Details) - segment
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Segment Reporting [Abstract]      
Number of reportable segments 4    
Net Sales | Home Depot, Inc.      
Segment Reporting Information [Line Items]      
Percentage of major customer net sales 16.00% 16.00% 15.00%
v3.3.1.900
Segments - Gypsum, Ceilings and Distribution (Details) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Net Sales:                      
Net sales $ 925 $ 972 $ 970 $ 909 $ 954 $ 972 $ 948 $ 850 $ 3,776 $ 3,724 $ 3,570
Operating Profit (Loss):                      
Operating profit (loss) 98 $ 102 $ 105 $ 76 (24) $ 22 $ 98 $ 66 381 162 258
Depreciation, Depletion and Amortization:                      
Depreciation, depletion and amortization                 142 154 155
Capital Expenditures:                      
Capital expenditures                 94 132 124
Assets 4,736       3,936       4,736 3,936  
Operating Segments | Gypsum                      
Net Sales:                      
Net sales                 2,397 2,403 2,262
Operating Profit (Loss):                      
Operating profit (loss)                 348 169 261
Depreciation, Depletion and Amortization:                      
Depreciation, depletion and amortization                 106 116 115
Capital Expenditures:                      
Capital expenditures                 86 96 66
Assets 1,991       2,106       1,991 2,106  
Operating Segments | Ceilings                      
Net Sales:                      
Net sales                 499 513 568
Operating Profit (Loss):                      
Operating profit (loss)                 89 87 98
Depreciation, Depletion and Amortization:                      
Depreciation, depletion and amortization                 16 14 14
Capital Expenditures:                      
Capital expenditures                 3 30 54
Assets 276       285       276 285  
Operating Segments | Distribution                      
Net Sales:                      
Net sales                 1,428 1,345 1,245
Operating Profit (Loss):                      
Operating profit (loss)                 27 16 6
Depreciation, Depletion and Amortization:                      
Depreciation, depletion and amortization                 11 12 12
Capital Expenditures:                      
Capital expenditures                 5 5 3
Assets 376       412       376 412  
Corporate                      
Operating Profit (Loss):                      
Operating profit (loss)                 (95) (109) (93)
Depreciation, Depletion and Amortization:                      
Depreciation, depletion and amortization                 9 12 14
Capital Expenditures:                      
Capital expenditures                 0 1 1
Assets 1,487       489       1,487 489  
Eliminations                      
Net Sales:                      
Net sales                 (548) (537) (505)
Operating Profit (Loss):                      
Operating profit (loss)                 12 (1) $ (14)
Capital Expenditures:                      
Assets (76)       (91)       (76) (91)  
Equity method investments                      
Capital Expenditures:                      
Assets $ 682       $ 735       $ 682 $ 735  
v3.3.1.900
Segments - Geographic Information (Details) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Geographic Areas, Revenues from External Customers [Abstract]                      
Net sales $ 925 $ 972 $ 970 $ 909 $ 954 $ 972 $ 948 $ 850 $ 3,776 $ 3,724 $ 3,570
Geographic Areas, Long-Lived Assets [Abstract]                      
Long-lived assets 1,788       1,908       1,788 1,908  
Reportable geographical components | United States                      
Geographic Areas, Revenues from External Customers [Abstract]                      
Net sales                 3,387 3,220 3,029
Geographic Areas, Long-Lived Assets [Abstract]                      
Long-lived assets 1,622       1,665       1,622 1,665  
Reportable geographical components | Canada                      
Geographic Areas, Revenues from External Customers [Abstract]                      
Net sales                 379 406 417
Geographic Areas, Long-Lived Assets [Abstract]                      
Long-lived assets 90       112       90 112  
Reportable geographical components | Other Foreign                      
Geographic Areas, Revenues from External Customers [Abstract]                      
Net sales                 196 283 309
Geographic Areas, Long-Lived Assets [Abstract]                      
Long-lived assets $ 76       $ 131       76 131  
Geographic transfers                      
Geographic Areas, Revenues from External Customers [Abstract]                      
Net sales                 $ (186) $ (185) $ (185)
v3.3.1.900
Segments - UBBP (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Segment Reporting Information [Line Items]    
Assets $ 4,736 $ 3,936
USG Boral Building Products    
Segment Reporting Information [Line Items]    
Net sales 1,003 927
Operating profit 124 95
Net income attributable to UBBP 96 67
Depreciation, depletion, and amortization 43 31
Capital expenditures 49 40
Assets 1,303 1,435
Geographic Areas, Long-Lived Assets [Abstract]    
Long-lived assets 680 731
USG Boral Building Products | Reportable geographical components | Australia    
Segment Reporting Information [Line Items]    
Net sales 345 312
Geographic Areas, Long-Lived Assets [Abstract]    
Long-lived assets 216 245
USG Boral Building Products | Reportable geographical components | South Korea    
Segment Reporting Information [Line Items]    
Net sales 200 197
Geographic Areas, Long-Lived Assets [Abstract]    
Long-lived assets 106 113
USG Boral Building Products | Reportable geographical components | China    
Segment Reporting Information [Line Items]    
Net sales 120 122
Geographic Areas, Long-Lived Assets [Abstract]    
Long-lived assets 116 127
USG Boral Building Products | Reportable geographical components | Oman    
Geographic Areas, Long-Lived Assets [Abstract]    
Long-lived assets 103 96
USG Boral Building Products | Reportable geographical components | Thailand    
Segment Reporting Information [Line Items]    
Net sales 145 133
Geographic Areas, Long-Lived Assets [Abstract]    
Long-lived assets 72 72
USG Boral Building Products | Reportable geographical components | Other    
Segment Reporting Information [Line Items]    
Net sales 234 206
Geographic Areas, Long-Lived Assets [Abstract]    
Long-lived assets 67 78
USG Boral Building Products | Geographic transfers    
Segment Reporting Information [Line Items]    
Net sales $ (41) $ (43)
v3.3.1.900
Income Taxes - Income from Continuing Operations (Details) - USD ($)
$ in Millions
 12 Months Ended 15 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2015
Income (loss) before income taxes        
U.S. $ 178 $ 27 $ 17 $ 194
Foreign 84 19 42  
Income from continuing operations before income taxes $ 262 $ 46 $ 59  
v3.3.1.900
Income Taxes - Income Tax Expense (Benefit) on Continuing Operations (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Current:      
Federal $ 0 $ 0 $ 0
Foreign 12 2 10
State 1 1 1
Income tax expense (benefit) on continuing operations 13 3 11
Deferred:      
Federal (621) 0 (2)
Foreign (4) 4 2
State (117) 0 0
Deferred income tax expense (benefit) on continuing operations (742) 4 0
Provision for income tax expense $ (729) $ 7 $ 11
v3.3.1.900
Income Taxes - Textuals (Details) - USD ($)
 12 Months Ended 15 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Dec. 31, 2015
Income Tax Disclosure [Abstract]        
Federal statutory rate 35.00% 35.00% 35.00%  
Pre-tax earnings $ 178,000,000 $ 27,000,000 $ 17,000,000 $ 194,000,000
Decrease in valuation allowance against deferred tax assets 948,000,000      
Amount related to evaluation for need for valuation allowance against deferred tax assets 731,000,000      
Decrease in underlying deferred tax assets 217,000,000      
Income Tax Examination [Line Items]        
Net deferred tax assets 723,000,000 1,000,000   723,000,000
Valuation allowance 75,000,000 1,023,000,000   75,000,000
Approximate federal net operating loss carryforwards 1,755,000,000     1,755,000,000
Approximate 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 1,870,000,000     1,870,000,000
State deferred tax assets 230,000,000     230,000,000
Approximate gross deferred tax assets operating loss and tax credit carry forwards that will expire in current year 27,000,000     27,000,000
Foreign deferred tax assets $ 1,000,000     1,000,000
Percentage of change in ownership (more than) 50.00%      
Period of change in ownership 3 years      
Annual U.S. federal NOL utilization $ 92,000,000     92,000,000
Total amounts of tax penalties and interest expense recognized on consolidated balance sheet 1,000,000 3,000,000   1,000,000
Total amounts of interest and penalties recognized in consolidated statements of operations 0 0 0  
Total amount of unrecognized tax benefit that would affect our effective tax rate $ 17,000,000 $ 5,000,000 $ 7,000,000 17,000,000
Income tax examinations, possible period for resolution 12 months      
Undistributed earnings $ 682,000,000     682,000,000
Minimum        
Income Tax Examination [Line Items]        
Period of statutes of limitations 3 years      
Maximum        
Income Tax Examination [Line Items]        
Period of statutes of limitations 5 years      
State and local jurisdiction        
Income Tax Examination [Line Items]        
Valuation allowance $ 74,000,000     74,000,000
Foreign tax authority        
Income Tax Examination [Line Items]        
Valuation allowance $ 1,000,000     $ 1,000,000
v3.3.1.900
Income Taxes - Differences Between Provisions for Income Taxes (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Differences between actual provisions for income taxes and provisions for income taxes at the U.S. federal statutory rate (35%)      
Taxes on income from continuing operations at U.S. federal statutory rate $ 92 $ 16 $ 21
Foreign earnings subject to different tax rates (3) 16 (6)
State income tax, net of federal benefit 9 1 1
Change in valuation allowance (827) (9) (8)
Income from equity method investments (16) (12) 0
Withholding taxes 0 2 6
Other, net 2 (1) (3)
Tax release from AOCI 0 (2) 0
Gain on deconsolidation 0 (7) 0
Benefits from unrecognized tax positions (6) 0 0
Tax benefit not realized on pension loss 0 3 0
Tax on distribution of foreign earnings 20 0 0
Provision for income tax expense $ (729) $ 7 $ 11
Effective income tax rate (277.70%) 15.30% 18.60%
v3.3.1.900
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($)
$ in Millions
Dec. 31, 2015
Dec. 31, 2014
Deferred Tax Assets:    
Net operating loss and tax credit carryforwards $ 779 $ 944
Pension and postretirement benefits 150 196
Goodwill and other intangible assets 24 29
Reserves not deductible until paid 29 47
Self insurance 11 15
Capitalized interest 13 15
Inventories 8 8
Share-based compensation 33 37
Other 5 11
Deferred tax assets before valuation allowance 1,052 1,302
Valuation allowance (75) (1,023)
Total deferred tax assets 977 279
Deferred Tax Liabilities:    
Property, plant and equipment 254 278
Other 0 0
Total deferred tax liabilities 254 278
Net deferred tax assets $ 723 $ 1
v3.3.1.900
Income Taxes - Reconciliation of Unrecognized Tax Benefits (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Reconciliation of the beginning and ending amount of unrecognized tax benefits      
Balance as of beginning of period $ 22 $ 22 $ 16
Tax positions related to the current period:      
Gross increase 4 2 4
Gross decrease 0 0 0
Tax positions related to prior periods:      
Gross increase 0 0 2
Gross decrease (1) 0 0
Settlements (6) (2) 0
Lapse of statutes of limitations (1) 0 0
Balance as of end of period $ 18 $ 22 $ 22
v3.3.1.900
Earnings Per Share - Reconciliation of Basic Income Per Share to Diluted Income Per Share (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Earnings Per Share [Abstract]                      
Income from continuing operations $ 812 $ 76 $ 79 $ 24 $ (53) $ (11) $ 58 $ 45 $ 991 $ 39 $ 48
Net income (loss) attributable to noncontrolling interest                 0 1 (1)
Income from continuing operations attributable to USG                 991 38 49
Loss from discontinued operations 0 0 0 0 0 0 (1) 0 0 (1) (2)
Net income attributable to USG $ 812 $ 76 $ 79 $ 24 $ (53) $ (12) $ 57 $ 45 991 37 47
Effect of dilutive securities - Deferred compensation program for non-employee directors                 (1) 0 0
Income available to shareholders                 $ 990 $ 37 $ 47
Average common shares (in shares)                 145,457,208 141,722,616 108,891,703
Dilutive RSUs, MSUs, performance shares and stock options (in shares)                 1,600,000 2,400,000 2,500,000
Deferred shares associated with a deferred compensation program for non-employee directors (in shares)                 100,000 200,000 0
Average diluted common shares (in shares)                 147,246,600 144,296,316 111,434,543
Basic earnings (loss) per average common share:                      
Income from continuing operations (in dollars per share) $ 5.58 $ 0.52 $ 0.54 $ 0.16 $ (0.36) $ (0.09) $ 0.40 $ 0.33 $ 6.81 $ 0.27 $ 0.45
Loss from discontinued operations (in dollars per share)                 0.00 (0.01) (0.02)
Net income (in dollars per share)                 6.81 0.26 0.43
Diluted earnings (loss) per average common share:                      
Income from continuing operations (in dollars per share) $ 5.51 $ 0.52 $ 0.54 $ 0.16 $ (0.36) $ (0.09) $ 0.39 $ 0.32 6.73 0.26 0.44
Loss from discontinued operations (in dollars per share)                 0.00 (0.01) (0.02)
Net income (in dollars per share)                 $ 6.73 $ 0.25 $ 0.42
v3.3.1.900
Earnings Per Share - Textuals (Details) - 10% convertible senior notes due 2018 - USD ($)
$ in Millions
 1 Months Ended
Apr. 30, 2014
Dec. 31, 2013
Dec. 31, 2015
Earnings (Loss) Per Share [Line Items]      
Stated interest rate     10.00%
Converted debt aggregate principal amount $ 75 $ 325  
v3.3.1.900
Earnings Per Share - Anti-Dilutive Securities (Details) - shares
shares in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Stock options, RSUs, MSUs and performance shares      
Earnings (Loss) Per Share [Line Items]      
Anti-dilutive securities excluded from computation of diluted earnings (loss) per share (in shares) 1.9 2.1 2.2
Convertible debt securities | 10% convertible senior notes due 2018      
Earnings (Loss) Per Share [Line Items]      
Shares issuable upon conversion of convertible senior notes not included in computation of diluted earnings (loss) per share (in shares) 0.0 0.0 6.6
Deferred shares associated with a deferred compensation program for non-employee directors      
Earnings (Loss) Per Share [Line Items]      
Anti-dilutive securities excluded from computation of diluted earnings (loss) per share (in shares) 0.0 0.0 0.2
v3.3.1.900
Stockholder Rights Plan (Details)
 12 Months Ended
Mar. 22, 2013
Dec. 31, 2015
May. 09, 2013
Equity [Abstract]      
Ownership interest to cause cumulative change in ownership (or more than) (as a percent) 5.00%    
Period of cumulative change in ownership 3 years    
Beneficial owner of common stock percentage (or more than) 4.90%   4.90%
Period of review   3 years  
Beneficial ownership percentage post standstill period (up to)   50.00%  
Beneficial owner of common stock percentage in future (more than)   50.00%  
Period of offer to purchase common stock   60 days  
v3.3.1.900
Lease Commitments - Textuals (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Lease Commitments [Abstract]      
Lease expense $ 75 $ 75 $ 73
v3.3.1.900
Lease Commitments - Future Minimum Lease Payments (Details)
$ in Millions
Dec. 31, 2015
USD ($)
Future minimum lease payments  
2016 $ 72
2017 65
2018 53
2019 40
2020 26
After 2020 $ 32
v3.3.1.900
Litigation (Details)
$ in Thousands
 3 Months Ended 12 Months Ended
Sep. 30, 2014
USD ($)
Dec. 31, 2015
USD ($)
person
Dec. 31, 2014
USD ($)
Dec. 31, 2013
USD ($)
Mar. 31, 2015
USD ($)
Defendants
Homebuilder
Commitments and Contingencies Disclosure [Abstract]          
Litigation settlement charge $ 48,000 $ 0 $ 48,000 $ 0  
Direct purchaser settlement charge 39,250        
Indirect purchaser settlement charge $ 8,750        
Number of people that appealed final judgement | person   1      
Number of defendants named in lawsuit | Defendants         7
Number of homebuilders asserting individual claims | Homebuilder         12
Original litigation settlement         $ 48,000
Accrual potential liability for environmental cleanup   $ 16,000 $ 16,000    
v3.3.1.900
Quarterly Financial Data (unaudited) - Quarterly Financial Data (Details) - USD ($)
$ / shares in Units, $ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2015
Sep. 30, 2015
Jun. 30, 2015
Mar. 31, 2015
Dec. 31, 2014
Sep. 30, 2014
Jun. 30, 2014
Mar. 31, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]                      
Net sales $ 925 $ 972 $ 970 $ 909 $ 954 $ 972 $ 948 $ 850 $ 3,776 $ 3,724 $ 3,570
Gross profit 172 183 183 153 160 176 175 143 691 654 581
Operating profit (loss) 98 102 105 76 (24) 22 98 66 381 162 258
Income (loss) from continuing operations 812 76 79 24 (53) (11) 58 45 991 39 48
Loss from discontinued operations, net of tax 0 0 0 0 0 0 (1) 0 0 (1) (2)
Net income (loss) attributable to USG $ 812 $ 76 $ 79 $ 24 $ (53) $ (12) $ 57 $ 45 $ 991 $ 37 $ 47
Income from continuing operations per common share:                      
Basic (in dollars per share) $ 5.58 $ 0.52 $ 0.54 $ 0.16 $ (0.36) $ (0.09) $ 0.40 $ 0.33 $ 6.81 $ 0.27 $ 0.45
Diluted (in dollars per share) $ 5.51 $ 0.52 $ 0.54 $ 0.16 $ (0.36) $ (0.09) $ 0.39 $ 0.32 $ 6.73 $ 0.26 $ 0.44
v3.3.1.900
Quarterly Financial Data (unaudited) - Textuals (Details) - USD ($)
$ in Millions
 3 Months Ended 12 Months Ended
Dec. 31, 2014
Sep. 30, 2014
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Quarterly Financial Information Disclosure [Abstract]          
Reversal of income tax valuation allowance     $ 731    
Litigation settlement charge   $ 48 0 $ 48 $ 0
Property, Plant and Equipment [Line Items]          
Long-lived asset impairment charges   $ 30 0 90 0
Contract termination charge and (recovery) loss on receivable $ 15   (6) 15 0
Pension settlement charges 13   $ 1 13 $ 16
Self-unloading ocean vessels          
Property, Plant and Equipment [Line Items]          
Long-lived asset impairment charges $ 60     $ 60  
v3.3.1.900
Schedule II - Valuation And Qualifying Accounts (Details) - USD ($)
$ in Millions
 12 Months Ended
Dec. 31, 2015
Dec. 31, 2014
Dec. 31, 2013
Doubtful accounts      
Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at beginning of period $ 20 $ 10 $ 14
Charged to costs and expenses (6) 9 0
Charged to other accounts 0 1 1
Deductions (3) 0 (5)
Balance at end of period 11 20 10
Cash discounts      
Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at beginning of period 2 2 2
Charged to costs and expenses 49 45 42
Charged to other accounts 0 0 0
Deductions (48) (45) (42)
Balance at end of period 3 2 2
Income tax valuation allowance      
Movement in Valuation Allowances and Reserves [Roll Forward]      
Balance at beginning of period 1,023 995 1,125
Charged to costs and expenses 0 1 (2)
Charged to other accounts 0 112 0
Deductions (948) (85) (128)
Balance at end of period $ 75 $ 1,023 $ 995
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