UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
Form 8-K
CURRENT
REPORT
PURSUANT TO
SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of
earliest event reported): October
26, 2017 (October
26, 2017)
USG Corporation |
(Exact name of registrant as specified in its charter) |
Commission File Number: 1-8864
Delaware |
36-3329400 |
|
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
550 West Adams Street, Chicago, Illinois |
60661-3676 |
|
(Address of principal executive offices) |
(Zip Code) |
(312) 436-4000 |
||
Registrant’s telephone number, including area code |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
⃞
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
⃞
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
⃞
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
⃞
Pre-commencement
communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act of
1933 (§ 230.405 of this chapter) or Rule 12b– 2 of the Securities
Exchange Act of 1934 (§ 240.12b–2 of this chapter).
Emerging
growth company □
If an emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to
Section 13(a) of the Exchange Act. □
Section 2 – Financial Information
Item 2.02 Results of Operations and Financial Condition.
On October 26, 2017, USG Corporation (“USG”) issued a press release containing earnings information for the quarter ended September 30, 2017. A copy of the press release is furnished as Exhibit 99.1 hereto. As previously announced, a conference call and webcast to discuss third quarter 2017 results will be held at 8:00 a.m. Central Time on October 26, 2017. A copy of the slides to be presented as part of the webcast is available on USG’s investor relations website, investor.usg.com.
The information contained in this report, including the Exhibit hereto, shall not be deemed to be filed for purposes of the Securities Exchange Act of 1934, as amended, and it shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing. The information on USG’s website is not, and will not be deemed to be, a part of this report or incorporated into any of USG’s other filings with the Securities and Exchange Commission except where USG expressly incorporates such information.
Section 9 – Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1 – USG Corporation press release dated October 26, 2017.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
USG CORPORATION |
||||
Registrant |
||||
Date: |
October 26, 2017 |
By: |
/s/ Matthew F. Hilzinger |
|
Matthew F. Hilzinger, |
||||
Executive Vice President |
||||
and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. |
Exhibit |
|
Exhibit 99.1
USG Corporation Reports Third Quarter 2017 Results
Business Highlights
Third Quarter 2017 vs. Third Quarter 2016
CHICAGO--(BUSINESS WIRE)--October 26, 2017--USG Corporation (NYSE:USG), an industry leading manufacturer of building products and innovative solutions, today reported results for the third quarter of 2017.
“We had positive momentum in the third quarter, with increased net sales and wallboard volume,” said Jennifer Scanlon, President and CEO of USG Corporation. “We are well positioned for growth as we continue to provide innovative solutions for our customers’ challenges.”
On a consolidated basis in the third quarter of 2017, net sales were $795 million, compared to $767 million in the third quarter of 2016. Operating profit decreased to $93 million from $97 million, while adjusted operating profit decreased to $111 million from $127 million in the third quarter of 2017 compared to the third quarter of 2016. Higher input costs in the Gypsum and Ceilings businesses were the primary driver of the decrease.
USG generated $66 million in net income and $0.46 per diluted share in the third quarter of 2017. On an adjusted basis, the corporation earned $68 million in net income and $0.47 per diluted share in the third quarter of 2017, compared to $69 million and $0.46 per diluted share, respectively, in the third quarter of 2016. A full reconciliation of GAAP to adjusted metrics is set forth on an attached schedule.
The corporation’s Gypsum segment generated $85 million of operating profit in the third quarter of 2017. On an adjusted basis, operating profit of $88 million in the Gypsum segment decreased by $13 million from the third quarter of 2016. US wallboard volumes increased by 5% in the third quarter of 2017. The average realized selling price for US wallboard decreased by approximately 2% sequentially and was impacted by freight costs and changes in wallboard product mix due to hurricanes Harvey and Irma. US wallboard manufacturing costs increased by $10 million due primarily to increased waste paper costs.
The Ceilings segment earned $28 million of operating profit in the third quarter of 2017, a $5 million decrease from the third quarter of 2016 primarily on higher input costs across both tile and grid products.
The USG Boral business generated $15 million of equity income in the third quarter of 2017. On an adjusted basis, equity income of $15 million decreased by $3 million from the third quarter of 2016. The impact of increased plasterboard volumes was more than offset by unfavorable operational reserve adjustments in India and higher plasterboard manufacturing costs across the business.
Ms. Scanlon continued, “I am proud of everyone at USG for their efforts and commitment to putting our customers first in the wake of the challenges presented by recent storms. Our customer service, supply chain and plant teams worked around the clock to ensure we were ready and able to support our loyal customers in a time of need.”
A conference call is being held today at 9:00 a.m. Eastern time (8:00 a.m. Central time) during which USG senior management will discuss the corporation’s operating results. The conference call will be webcast on the USG investor relations website, investor.usg.com, where the accompanying presentation materials can be found. The dial-in number for the conference call is 1-888-771-4371 in the United States and Canada (1-847-585-4405 for other international callers), and the pass code is 45799104. After the live webcast, a replay of the webcast will be available on the USG website. In addition, a telephonic replay of the call will be available until Friday, November 24, 2017. The replay dial-in number is 1-888-843-7419 (1-630-652-3042 for international callers), and the pass code is 45799104.
About USG Corporation
USG Corporation is an industry-leading manufacturer of building products and innovative solutions. Headquartered in Chicago, USG serves construction markets around the world through its United States Gypsum Company and USG Interiors, LLC subsidiaries and its international subsidiaries, including its USG Boral Building Products joint venture. Its wall, ceiling, flooring, sheathing and roofing products provide the solutions that enable customers to build the outstanding spaces where people live, work and play. Its USG Boral Building Products joint venture is a leading plasterboard and ceilings producer across Asia, Australasia and the Middle East. For additional information, visit www.usg.com.
Non-GAAP Financial Measures
In this press release, the corporation’s financial results are provided both in accordance with accounting principles generally accepted in the United States of America (GAAP) and using certain non-GAAP financial measures. In particular, the corporation presents the non-GAAP financial measures adjusted operating profit, adjusted net income, adjusted selling and administrative expenses, adjusted equity income from USG Boral Building Products, and adjusted earnings per diluted share, which exclude certain items. The non-GAAP financial measures are included as a complement to results provided in accordance with GAAP because management believes these non-GAAP financial measures help investors’ ability to analyze underlying trends in the corporation’s business, evaluate its performance relative to other companies in its industry and provide useful information to both management and investors by excluding certain items that may not be indicative of the corporation’s core operating results. In addition, adjusted operating profit includes the income from the corporation's equity method investments, including USG Boral Building Products, because management views the joint ventures as a business unit, even though the corporation’s share of the joint ventures are 50%. In addition, the corporation uses adjusted net income as a component in the measurement of incentive compensation. Prior year adjusted results also exclude results from Gypsum Transportation Limited (GTL), a shipping operation that the corporation has exited. Adjustments to net earnings are shown net of the tax effect computed at applicable statutory rates. The non-GAAP measures should not be considered a substitute for or superior to GAAP results and may vary from others in the industry. For further information related to the corporation’s use of non-GAAP financial measures, and reconciliations to the nearest GAAP measures, see the schedules attached hereto.
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 related to management’s expectations about future conditions, including, but not limited to, USG’s growth. Actual business, market or other conditions may differ materially from management’s expectations and, accordingly, may affect our sales and profitability or other results and liquidity. 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 and we undertake no obligation to update any forward-looking statement. Actual results may differ materially due to various other factors, including: economic conditions, such as employment, household formation, home ownership rate, existing home price trends, availability of mortgage financing, interest rates, consumer confidence, job growth and discretionary business investment; our ability to maintain or achieve price increases; the loss of one or more major customers; the impact on our performance and financial results due to the disposition of L&W Supply, one of our largest customers; competitive conditions, such as price, quality and range of products; unexpected operational difficulties or catastrophic events at our facilities; an increasing number of our customers having significant buying power; increased costs, or decreased availability, of key raw materials or energy; our ability to successfully operate the joint venture with Boral Limited, including risks that our joint venture partner, Boral Limited, may not fulfill its obligations as an investor or may take actions that are inconsistent with our objectives; exposure to risks of operating internationally; our ability to innovate and protect our intellectual property and other proprietary rights; our ability to make capital expenditures and achieve the expected return on investment; a disruption in our information technology systems; significant changes in factors and assumptions used to measure our defined benefit plan obligations; changes in laws or regulations, including environmental and safety regulations; the outcome in legal and governmental proceedings; the ability of a small number of stockholders to influence our business and stock price; our ability to successfully pursue and complete acquisitions, joint ventures and other transactions to complement or expand our businesses; our ability to return capital to stockholders; the occurrence of an “ownership change” within the meaning of the Internal Revenue Code; ability to incur substantial additional indebtedness; the effects of acts of terrorism or war upon domestic and international economies and financial markets; and acts of God. We assume no obligation to update any forward-looking information contained in this press release. Additional information concerning these and other factors may be found in our filings with the Securities and Exchange Commission, including the “Risk Factors” in our most recent Annual Report on Form 10-K. |
USG CORPORATION | ||||||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF INCOME | ||||||||||||||||
(dollars in millions, except share and per share data) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net sales | $ | 795 | $ | 767 | $ | 2,373 | $ | 2,283 | ||||||||
Cost of products sold | 632 | 586 | 1,878 | 1,728 | ||||||||||||
Gross profit | 163 | 181 | 495 | 555 | ||||||||||||
Selling and administrative expenses | 70 | 74 | 215 | 213 | ||||||||||||
Long-lived asset impairment charges | — | 10 | — | 10 | ||||||||||||
Recovery of receivable | — | — | — | (3 | ) | |||||||||||
Operating profit | 93 | 97 | 280 | 335 | ||||||||||||
Income from equity method investments | 15 | 14 | 42 | 37 | ||||||||||||
Interest expense | (15 | ) | (37 | ) | (54 | ) | (115 | ) | ||||||||
Interest income | 1 | — | 2 | 3 | ||||||||||||
Loss on extinguishment of debt | — | (1 | ) | (22 | ) | (5 | ) | |||||||||
Other (expense) income, net | (1 | ) | 1 | (5 | ) | 6 | ||||||||||
Income from continuing operations before income taxes | 93 | 74 | 243 | 261 | ||||||||||||
Income tax expense | (27 | ) | (18 | ) | (76 | ) | (78 | ) | ||||||||
Income from continuing operations | 66 | 56 | 167 | 183 | ||||||||||||
(Loss) income from discontinued operations, net of tax | — | 6 | (10 | ) | 20 | |||||||||||
Net income | $ | 66 | $ | 62 | $ | 157 | $ | 203 | ||||||||
Earnings per average common share - basic: | ||||||||||||||||
Income from continuing operations | $ | 0.47 | $ | 0.39 | $ | 1.16 | $ | 1.26 | ||||||||
(Loss) income from discontinued operations | — | 0.04 | (0.07 | ) | 0.13 | |||||||||||
Net income | $ | 0.47 | $ | 0.43 | $ | 1.09 | $ | 1.39 | ||||||||
Earnings per average common share - diluted: | ||||||||||||||||
Income from continuing operations | $ | 0.46 | $ | 0.38 | $ | 1.14 | $ | 1.25 | ||||||||
(Loss) income from discontinued operations | — | 0.04 | (0.07 | ) | 0.13 | |||||||||||
Net income | $ | 0.46 | $ | 0.42 | $ | 1.07 | $ | 1.38 | ||||||||
Average common shares | 142,103,717 | 146,043,791 | 145,054,965 | 145,892,390 | ||||||||||||
Average diluted common shares | 144,681,691 | 148,387,637 | 147,584,023 | 147,520,891 |
USG CORPORATION | ||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | ||||||||
(dollars in millions, except share data) | ||||||||
(Unaudited) | ||||||||
As of | As of | |||||||
September 30, 2017 | December 31, 2016 | |||||||
Assets | ||||||||
Cash and cash equivalents | $ | 347 | $ | 427 | ||||
Short-term marketable securities | 61 | 62 | ||||||
Receivables (net of reserves - 2017 - $9 and 2016 - $8) | 237 | 183 | ||||||
Inventories | 252 | 236 | ||||||
Other current assets | 38 | 41 | ||||||
Total current assets | 935 | 949 | ||||||
Long-term marketable securities | 37 | 29 | ||||||
Property, plant and equipment (net of accumulated | ||||||||
depreciation and depletion - 2017 - $2,046 and 2016 - $1,960) | 1,733 | 1,707 | ||||||
Deferred income taxes | 450 | 492 | ||||||
Equity method investments | 676 | 628 | ||||||
Other assets | 61 | 64 | ||||||
Total assets | $ | 3,892 | $ | 3,869 | ||||
Liabilities and Stockholders' Equity | ||||||||
Accounts payable | $ | 253 | $ | 237 | ||||
Accrued expenses | 140 | 175 | ||||||
Income taxes payable | 1 | 10 | ||||||
Total current liabilities | 394 | 422 | ||||||
Long-term debt | 1,077 | 1,083 | ||||||
Deferred income taxes | 4 | 4 | ||||||
Pension and other postretirement benefits | 250 | 290 | ||||||
Other liabilities | 185 | 184 | ||||||
Total liabilities | 1,910 | 1,983 | ||||||
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: 2017 - 141,475,000 shares and 2016 - 146,167,000 shares | 15 | 15 | ||||||
Treasury stock at cost; 2017 - 5,038,000 shares and 2016 - 0 shares | (150 | ) | — | |||||
Additional paid-in capital | 3,053 | 3,038 | ||||||
Accumulated other comprehensive loss | (336 | ) | (385 | ) | ||||
Retained earnings (accumulated deficit) | (600 | ) | (782 | ) | ||||
Total stockholders' equity | 1,982 | 1,886 | ||||||
Total liabilities and stockholders' equity | $ | 3,892 | $ | 3,869 | ||||
Other Information: | ||||||||
Total cash and cash equivalents and marketable securities | $ | 445 | $ | 518 | ||||
Borrowing availability under existing credit facilities | 189 | 85 | ||||||
Total Liquidity | $ | 634 | 603 |
USG CORPORATION | ||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||
(dollars in millions) | ||||||||
(Unaudited) | ||||||||
Nine months ended September 30, | ||||||||
2017 | 2016 | |||||||
Operating Activities | ||||||||
Net income | $ | 157 | $ | 203 | ||||
Less: (Loss) income from discontinued operations, net of tax | (10 | ) | 20 | |||||
Income from continuing operations | 167 | 183 | ||||||
Adjustments to reconcile income from continuing operations to net cash: | ||||||||
Depreciation, depletion and amortization | 98 | 100 | ||||||
Loss on extinguishment of debt | 22 | 5 | ||||||
Long-lived asset impairment charges | — | 10 | ||||||
Recovery of receivable | — | (3 | ) | |||||
Share-based compensation expense | 13 | 14 | ||||||
Deferred income taxes | 75 | 85 | ||||||
Gain on asset dispositions | — | (10 | ) | |||||
Income from equity method investments | (42 | ) | (37 | ) | ||||
Dividends received from equity method investments | 23 | 18 | ||||||
Pension settlement | 10 | 3 | ||||||
Change in operating assets and liabilities | (164 | ) | (95 | ) | ||||
Other, net | 1 | 12 | ||||||
Net cash provided by operating activities of continuing operations | 203 | 285 | ||||||
Net cash (used for) provided by operating activities of discontinued operations | (1 | ) | 12 | |||||
Net cash provided by operating activities | $ | 202 | $ | 297 | ||||
Investing Activities | ||||||||
Purchases of marketable securities | (75 | ) | (183 | ) | ||||
Sales or maturities of marketable securities | 69 | 310 | ||||||
Capital expenditures | (109 | ) | (44 | ) | ||||
Net proceeds from asset dispositions | 2 | 12 | ||||||
Other investing activities | 1 | 10 | ||||||
Net cash (used for) provided by investing activities of continuing operations | (112 | ) | 105 | |||||
Net cash (used for) provided by investing activities of discontinued operations | 6 | (1 | ) | |||||
Net cash (used for) provided by investing activities | $ | (106 | ) | $ | 104 | |||
Financing Activities | ||||||||
Issuance of debt | 500 | — | ||||||
Repayment of debt | (520 | ) | (205 | ) | ||||
Payment of debt issuance fees | (8 | ) | — | |||||
Issuances of common stock | 3 | 3 | ||||||
Repurchase of common stock | (153 | ) | — | |||||
Repurchases of common stock to satisfy employee tax withholding obligations | (4 | ) | (2 | ) | ||||
Net cash used for financing activities of continuing operations | $ | (182 | ) | $ | (204 | ) | ||
Effect of exchange rate changes on cash | 6 | (3 | ) | |||||
Net (decrease) increase in cash and cash equivalents from continuing operations | $ | (85 | ) | $ | 183 | |||
Net increase in cash and cash equivalents from discontinued operations | 5 | 11 | ||||||
Change in cash balance included in discontinued operations | — | (2 | ) | |||||
Net (decrease) increase in cash and cash equivalents | (80 | ) | 192 | |||||
Cash and cash equivalents at beginning of period | 427 | 442 | ||||||
Cash and cash equivalents at end of period | $ | 347 | $ | 634 |
USG CORPORATION | ||||||||||||||||
SEGMENT BUSINESS RESULTS | ||||||||||||||||
(dollars in millions) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Net Sales |
||||||||||||||||
Gypsum | ||||||||||||||||
United States | $ | 558 | $ | 534 | $ | 1,695 | $ | 1,609 | ||||||||
Canada | 88 | 86 | 263 | 254 | ||||||||||||
Mexico / Latin America | 55 | 48 | 156 | 141 | ||||||||||||
Eliminations | (36 | ) | (33 | ) | (112 | ) | (105 | ) | ||||||||
Total | 665 | 635 | 2,002 | 1,899 | ||||||||||||
Ceilings | ||||||||||||||||
United States | 125 | 126 | 355 | 365 | ||||||||||||
Canada | 12 | 13 | 37 | 40 | ||||||||||||
Mexico / Latin America | 8 | 8 | 22 | 24 | ||||||||||||
Eliminations | (12 | ) | (12 | ) | (35 | ) | (38 | ) | ||||||||
Total | 133 | 135 | 379 | 391 | ||||||||||||
Eliminations | (3 | ) | (3 | ) | (8 | ) | (7 | ) | ||||||||
Total USG Corporation Net Sales | $ | 795 | $ | 767 | $ | 2,373 | $ | 2,283 | ||||||||
Operating Profit (Loss) |
||||||||||||||||
Gypsum | ||||||||||||||||
United States | $ | 78 | $ | 95 | $ | 255 | $ | 302 | ||||||||
Canada | 2 | 6 | 5 | 17 | ||||||||||||
Mexico / Latin America | 3 | 2 | 6 | 8 | ||||||||||||
Canadian Mining | 2 | (14 | ) | — | (20 | ) | ||||||||||
Gypsum Transportation Limited | — | — | — | 3 | ||||||||||||
Total | 85 | 89 | 266 | 310 | ||||||||||||
Ceilings | ||||||||||||||||
United States | 26 | 31 | 70 | 86 | ||||||||||||
Canada | 1 | 1 | 2 | 4 | ||||||||||||
Mexico / Latin America | 1 | 1 | 2 | 3 | ||||||||||||
Total | 28 | 33 | 74 | 93 | ||||||||||||
Corporate | (20 | ) | (25 | ) | (60 | ) | (68 | ) | ||||||||
Total USG Corporation Operating Profit | $ | 93 | $ | 97 | $ | 280 | $ | 335 | ||||||||
USG Boral Building Products (UBBP) | ||||||||||||||||
Net sales | $ | 324 | $ | 276 | $ | 887 | $ | 778 | ||||||||
Operating profit | 43 | 41 | 118 | 105 | ||||||||||||
Net income attributable to UBBP | 30 | 28 | 83 | 74 | ||||||||||||
USG share of income from UBBP | 15 | 14 | 42 | 37 |
USG CORPORATION | ||||||||||||||||
RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES | ||||||||||||||||
(dollars in millions, except share and per share data) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three months ended |
Nine months ended |
|||||||||||||||
September 30, |
September 30, |
|||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Income from equity method investments - GAAP | $ | 15 | $ | 14 | $ | 42 | $ | 37 | ||||||||
Less: Income from other USG equity method investments | — | — | — | — | ||||||||||||
USG's share of UBBP impairment charges | — | 4 | — | 4 | ||||||||||||
Adjusted equity income from UBBP - Non-GAAP | $ | 15 | $ | 18 | $ | 42 | $ | 41 | ||||||||
Operating profit - GAAP | $ | 93 | $ | 97 | $ | 280 | $ | 335 | ||||||||
Income from equity method investments | 15 | 14 | 42 | 37 | ||||||||||||
Pension settlement charge | 3 | — | 10 | — | ||||||||||||
USG's share of UBBP impairment charges | — | 4 | — | 4 | ||||||||||||
Long-lived asset impairment and severance charges | — | 12 | — | 12 | ||||||||||||
Gain on sale of surplus property | — | — | — | (11 | ) | |||||||||||
GTL recovery of receivable / shipping operations | — | — | — | (3 | ) | |||||||||||
Adjusted operating profit - Non-GAAP | $ | 111 | $ | 127 | $ | 332 | $ | 374 | ||||||||
Gypsum operating profit - GAAP | $ | 85 | $ | 89 | $ | 266 | $ | 310 | ||||||||
Pension settlement charge | 3 | — | 8 | — | ||||||||||||
Long-lived asset impairment and severance charges | — | 12 | — | 12 | ||||||||||||
Gain on sale of surplus property | — | — | — | (11 | ) | |||||||||||
GTL recovery of receivable | — | — | — | (3 | ) | |||||||||||
Gypsum adjusted operating profit - Non-GAAP | $ | 88 | $ | 101 | $ | 274 | $ | 308 | ||||||||
US Gypsum operating profit - GAAP | $ | 78 | $ | 95 | $ | 255 | $ | 302 | ||||||||
Pension settlement charge | 3 | — | 8 | — | ||||||||||||
Gain on sale of surplus property | — | — | — | (11 | ) | |||||||||||
US Gypsum adjusted operating profit - Non-GAAP | $ | 81 | $ | 95 | $ | 263 | $ | 291 | ||||||||
Ceilings operating profit - GAAP | $ | 28 | $ | 33 | $ | 74 | $ | 93 | ||||||||
Pension settlement charge | — | — | 1 | — | ||||||||||||
Ceilings adjusted operating profit - Non-GAAP | $ | 28 | $ | 33 | $ | 75 | $ | 93 | ||||||||
US Ceilings operating profit - GAAP | $ | 26 | $ | 31 | $ | 70 | $ | 86 | ||||||||
Pension settlement charge | — | — | 1 | — | ||||||||||||
US Ceilings adjusted operating profit - Non-GAAP | $ | 26 | $ | 31 | $ | 71 | $ | 86 | ||||||||
UBBP operating profit - GAAP | $ | 43 | $ | 41 | $ | 118 | $ | 105 | ||||||||
Income from equity method investments owned by UBBP | 4 | 3 | 12 | 9 | ||||||||||||
Operating profit attributable to non-controlling interest, pre-tax | (2 | ) | (2 | ) | (5 | ) | (6 | ) | ||||||||
Long-lived asset impairment charges | — | 8 | — | 8 | ||||||||||||
Severance charge | — | — | — | 1 | ||||||||||||
UBBP adjusted operating profit - Non-GAAP | $ | 45 | $ | 50 | $ | 125 | $ | 117 |
USG CORPORATION | ||||||||||||||||
RECONCILIATION OF NON-GAAP MEASURES TO GAAP MEASURES | ||||||||||||||||
(dollars in millions, except share and per share data) | ||||||||||||||||
(Unaudited) | ||||||||||||||||
Three months ended | Nine months ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Selling and Administrative Expenses - GAAP | $ | 70 | $ | 74 | $ | 215 | $ | 213 | ||||||||
Pension settlement charge | — | — | (2 | ) | — | |||||||||||
Adjusted Selling and Administrative Expenses - Non-GAAP | $ | 70 | $ | 74 | $ | 213 | $ | 213 | ||||||||
Net income - GAAP | $ | 66 | $ | 62 | $ | 157 | $ | 203 | ||||||||
Loss (income) from discontinued operations, net of tax | — | (6 | ) | 10 | (20 | ) | ||||||||||
Loss on extinguishment of debt | — | 1 | 22 | 5 | ||||||||||||
Pension settlement charge | 3 | — | 10 | — | ||||||||||||
USG's share of UBBP impairment charges | — | 4 | — | 4 | ||||||||||||
Long-lived asset impairment and severance charges | — | 12 | — | 12 | ||||||||||||
Gain on sale of surplus property | — | — | — | (11 | ) | |||||||||||
GTL recovery of receivable | — | — | — | (8 | ) | |||||||||||
Tax expense (benefit) on adjustments (a) | (1 | ) | (4 | ) | (12 | ) | 1 | |||||||||
Adjusted net income - Non-GAAP | $ | 68 | $ | 69 | $ | 187 | $ | 186 | ||||||||
Earnings per average diluted common share - GAAP | $ | 0.46 | $ | 0.42 | $ | 1.07 | $ | 1.38 | ||||||||
Adjustments per average diluted common share: | ||||||||||||||||
Loss (income) from discontinued operations, net of tax | — | (0.04 | ) | 0.07 | (0.14 | ) | ||||||||||
Loss on extinguishment of debt | — | 0.01 | 0.15 | 0.04 | ||||||||||||
Pension settlement charge | 0.02 | — | 0.07 | — | ||||||||||||
USG's share of UBBP impairment charges | — | 0.03 | — | 0.03 | ||||||||||||
Long-lived asset impairment and severance charges | — | 0.08 | — | 0.08 | ||||||||||||
Gain on sale of surplus property | — | — | — | (0.08 | ) | |||||||||||
GTL recovery of receivable | — | — | — | (0.05 | ) | |||||||||||
Tax expense (benefit) on adjustments (a) | (0.01 | ) | (0.04 | ) | (0.08 | ) | — | |||||||||
Adjusted earnings per adjusted average diluted common share – Non-GAAP | $ | 0.47 | $ | 0.46 | $ | 1.28 | $ | 1.26 | ||||||||
Average diluted common shares – GAAP | 144,681,691 | 148,387,637 | 147,584,023 | 147,520,891 | ||||||||||||
Adjustment to add common shares that would be dilutive based on adjusted net income | — | — | — | — | ||||||||||||
Adjusted average diluted common shares – Non-GAAP | 144,681,691 | 148,387,637 | 147,584,023 | 147,520,891 | ||||||||||||
(a) - Tax effect on adjustments is calculated using country specific statutory rates. | ||||||||||||||||
CONTACT:
USG Corporation
Media
Kathleen Prause
(312) 436-6607
kprause@usg.com
or
Investors
Ryan
Flanagan
(312) 436-5304
investorrelations@usg.com