|
|
|
Delaware
|
|
43-2109021
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
One Owens Corning Parkway, Toledo, OH
|
|
43659
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
NET SALES
|
$
|
1,207
|
|
$
|
1,278
|
|
COST OF SALES
|
998
|
|
1,044
|
|
||
Gross margin
|
209
|
|
234
|
|
||
OPERATING EXPENSES
|
|
|
||||
Marketing and administrative expenses
|
129
|
|
132
|
|
||
Science and technology expenses
|
17
|
|
19
|
|
||
Charges related to cost reduction actions
|
—
|
|
12
|
|
||
Other expenses (income), net
|
5
|
|
(37
|
)
|
||
Total operating expenses
|
151
|
|
126
|
|
||
EARNINGS BEFORE INTEREST AND TAXES
|
58
|
|
108
|
|
||
Interest expense, net
|
26
|
|
27
|
|
||
EARNINGS BEFORE TAXES
|
32
|
|
81
|
|
||
Less: Income tax expense (benefit)
|
13
|
|
(39
|
)
|
||
NET EARNINGS
|
19
|
|
120
|
|
||
Less: Net earnings attributable to noncontrolling interests
|
1
|
|
—
|
|
||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
18
|
|
$
|
120
|
|
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
|
|
|
||||
Basic
|
$
|
0.15
|
|
$
|
1.02
|
|
Diluted
|
$
|
0.15
|
|
$
|
1.01
|
|
Dividend
|
$
|
0.17
|
|
$
|
0.16
|
|
WEIGHTED AVERAGE COMMON SHARES
|
|
|
||||
Basic
|
117.8
|
|
117.8
|
|
||
Diluted
|
118.5
|
|
118.7
|
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
NET EARNINGS
|
$
|
19
|
|
$
|
120
|
|
Currency translation adjustment (net of tax of $(5) and $0 three months ended March 31, 2015 and 2014, respectively)
|
(50
|
)
|
(16
|
)
|
||
Pension and other postretirement adjustment (net of tax of $(2) and $(1) three months ended March 31, 2015 and 2014, respectively)
|
8
|
|
3
|
|
||
Deferred gain on hedging (net of tax of $(1) and $0 for the three months ended March 31, 2015 and 2014, respectively)
|
1
|
|
—
|
|
||
COMPREHENSIVE EARNINGS (LOSS)
|
(22
|
)
|
107
|
|
||
Less: Comprehensive earnings attributable to noncontrolling interests
|
1
|
|
—
|
|
||
COMPREHENSIVE EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING
|
$
|
(23
|
)
|
$
|
107
|
|
(a)
|
10 shares authorized; none issued or outstanding at
March 31, 2015
, and
December 31, 2014
|
(b)
|
400 shares authorized; 135.5 issued and 118.0 outstanding at
March 31, 2015
; 135.5 issued and 117.8 outstanding at
December 31, 2014
|
(c)
|
17.5 shares at
March 31, 2015
, and 17.7 shares at
December 31, 2014
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
NET CASH FLOW USED FOR OPERATING ACTIVITIES
|
|
|
||||
Net earnings
|
$
|
18
|
|
$
|
120
|
|
Adjustments to reconcile net earnings to cash used for operating activities:
|
|
|
||||
Depreciation and amortization
|
75
|
|
76
|
|
||
Gain on sale of fixed assets
|
—
|
|
(45
|
)
|
||
Deferred income taxes
|
4
|
|
(45
|
)
|
||
Provision for pension and other employee benefits liabilities
|
5
|
|
5
|
|
||
Stock-based compensation expense
|
8
|
|
8
|
|
||
Other non-cash
|
—
|
|
(1
|
)
|
||
Change in working capital
|
(244
|
)
|
(377
|
)
|
||
Pension fund contribution
|
(14
|
)
|
(14
|
)
|
||
Payments for other employee benefits liabilities
|
(5
|
)
|
(6
|
)
|
||
Other
|
4
|
|
7
|
|
||
Net cash flow used for operating activities
|
(149
|
)
|
(272
|
)
|
||
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
||||
Additions to plant and equipment (including alloy)
|
(56
|
)
|
(51
|
)
|
||
Proceeds from the sale of assets (including alloy) or affiliates
|
—
|
|
(3
|
)
|
||
Net cash flow used for investing activities
|
(56
|
)
|
(54
|
)
|
||
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
|
|
|
||||
Proceeds from senior revolving credit and receivables securitization facilities
|
529
|
|
484
|
|
||
Payments on senior revolving credit and receivables securitization facilities
|
(247
|
)
|
(149
|
)
|
||
Net increase (decrease) in short-term debt
|
(17
|
)
|
24
|
|
||
Cash dividends paid
|
(39
|
)
|
—
|
|
||
Purchases of treasury stock
|
(19
|
)
|
(29
|
)
|
||
Other
|
7
|
|
5
|
|
||
Net cash flow provided by financing activities
|
214
|
|
335
|
|
||
Effect of exchange rate changes on cash
|
1
|
|
(1
|
)
|
||
Net increase in cash and cash equivalents
|
10
|
|
8
|
|
||
Cash and cash equivalents at beginning of period
|
67
|
|
57
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
77
|
|
$
|
65
|
|
1.
|
GENERAL
|
2.
|
SEGMENT INFORMATION
|
2.
|
SEGMENT INFORMATION (continued)
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
Reportable Segments
|
|
|
||||
Composites
|
$
|
478
|
|
$
|
477
|
|
Insulation
|
379
|
|
355
|
|
||
Roofing
|
393
|
|
497
|
|
||
Total reportable segments
|
1,250
|
|
1,329
|
|
||
Corporate eliminations
|
(43
|
)
|
(51
|
)
|
||
NET SALES
|
$
|
1,207
|
|
$
|
1,278
|
|
2.
|
SEGMENT INFORMATION (continued)
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
Reportable Segments
|
|
|
||||
Composites
|
$
|
60
|
|
$
|
27
|
|
Insulation
|
7
|
|
1
|
|
||
Roofing
|
20
|
|
80
|
|
||
Total reportable segments
|
87
|
|
108
|
|
||
Charges related to cost reduction actions
|
—
|
|
(12
|
)
|
||
Other items related to cost reduction actions
|
(2
|
)
|
—
|
|
||
Gain on sale of Hangzhou, China facility
|
—
|
|
45
|
|
||
Net loss related to Hurricane Sandy
|
—
|
|
(2
|
)
|
||
General corporate expense and other
|
(27
|
)
|
(31
|
)
|
||
EBIT
|
$
|
58
|
|
$
|
108
|
|
3.
|
INVENTORIES
|
|
March 31, 2015
|
December 31, 2014
|
||||
Finished goods
|
$
|
580
|
|
$
|
568
|
|
Materials and supplies
|
245
|
|
249
|
|
||
Total inventories
|
$
|
825
|
|
$
|
817
|
|
4.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
|
|
Fair Value at
|
|||||
|
Location
|
March 31, 2015
|
December 31, 2014
|
||||
Derivative assets designated as hedging instruments:
|
|
|
|
||||
Net investment hedges:
|
|
|
|
||||
Cross currency swaps
|
Other current assets
|
$
|
3
|
|
$
|
—
|
|
Cross currency swaps
|
Other non current assets
|
$
|
9
|
|
$
|
—
|
|
Amount of gain recognized in OCI (effective portion)
|
OCI
|
$
|
12
|
|
$
|
—
|
|
Fair value hedges:
|
|
|
|
||||
Interest rate swaps
|
Other non current assets
|
$
|
5
|
|
$
|
—
|
|
Derivative liabilities designated as hedging instruments:
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
||||
Natural gas and electricity, and foreign exchange contracts
|
Accounts payable and
accrued liabilities
|
$
|
6
|
|
$
|
9
|
|
Amount of loss recognized in OCI (effective portion)
|
OCI
|
$
|
7
|
|
$
|
8
|
|
Fair value hedges:
|
|
|
|
||||
Interest rate swaps
|
Other Liabilities
|
$
|
—
|
|
$
|
(3
|
)
|
Derivative assets not designated as hedging instruments:
|
|
|
|
||||
Foreign exchange contracts
|
Other current assets
|
$
|
1
|
|
$
|
1
|
|
Derivative liabilities not designated as hedging instruments:
|
|
|
|
||||
Foreign exchange contracts
|
Accounts payable and
accrued liabilities
|
$
|
1
|
|
$
|
2
|
|
|
|
Three Months Ended
March 31, |
|||||
|
Location
|
2015
|
2014
|
||||
Derivative activity designated as hedging instruments:
|
|
|
|
||||
Natural gas and electricity:
|
|
|
|
||||
Amount of loss reclassified from OCI into earnings (effective portion)
|
Cost of sales
|
$
|
3
|
|
$
|
(1
|
)
|
Derivative activity not designated as hedging instruments:
|
|
|
|
||||
Foreign currency exchange contract:
|
|
|
|
||||
Amount of loss recognized in earnings (a)
|
Other expenses (income), net
|
$
|
1
|
|
$
|
(1
|
)
|
(a)
|
Losses related to foreign currency derivatives were substantially offset by net revaluation impacts on foreign denominated balance sheet exposures, which were also recorded in other expenses (income), net.
|
5.
|
GOODWILL AND OTHER INTANGIBLE ASSETS
|
March 31, 2015
|
Weighted
Average
Useful Life
|
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Customer relationships
|
19
|
|
$
|
172
|
|
$
|
(75
|
)
|
$
|
97
|
|
Technology
|
20
|
|
193
|
|
(85
|
)
|
108
|
|
|||
Franchise and other agreements
|
11
|
|
41
|
|
(19
|
)
|
22
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
786
|
|
—
|
|
786
|
|
|||
Total intangible assets
|
|
|
$
|
1,192
|
|
$
|
(179
|
)
|
$
|
1,013
|
|
Goodwill
|
|
|
$
|
1,168
|
|
|
|
December 31, 2014
|
Weighted
Average
Useful Life
|
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Customer relationships
|
19
|
|
$
|
172
|
|
$
|
(72
|
)
|
$
|
100
|
|
Technology
|
20
|
|
193
|
|
(83
|
)
|
110
|
|
|||
Franchise and other agreements
|
12
|
|
39
|
|
(18
|
)
|
21
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
786
|
|
—
|
|
786
|
|
|||
Total intangible assets
|
|
|
$
|
1,190
|
|
$
|
(173
|
)
|
$
|
1,017
|
|
Goodwill
|
|
|
$
|
1,168
|
|
|
|
|
Customer relationships
|
|
Technology
|
|
Franchise and other agreements
|
|
Trademarks
|
|
Total
|
||||||||||
Balance at December 31, 2014
|
$
|
172
|
|
|
$
|
193
|
|
|
$
|
39
|
|
|
$
|
786
|
|
|
$
|
1,190
|
|
Additional Franchises and Agreements
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Balance at March 31, 2015
|
$
|
172
|
|
|
$
|
193
|
|
|
$
|
41
|
|
|
$
|
786
|
|
|
$
|
1,192
|
|
6.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
March 31,
2015 |
December 31, 2014
|
||||
Land
|
$
|
191
|
|
$
|
196
|
|
Buildings and leasehold improvements
|
785
|
|
789
|
|
||
Machinery and equipment
|
3,389
|
|
3,405
|
|
||
Construction in progress
|
238
|
|
233
|
|
||
|
4,603
|
|
4,623
|
|
||
Accumulated depreciation
|
(1,752
|
)
|
(1,724
|
)
|
||
Property, plant and equipment, net
|
$
|
2,851
|
|
$
|
2,899
|
|
7.
|
DIVESTITURES
|
9.
|
WARRANTIES
|
|
Three Months Ended March 31, 2015
|
||
Beginning balance
|
$
|
40
|
|
Amounts accrued for current year
|
5
|
|
|
Settlements of warranty claims
|
(3
|
)
|
|
Ending balance
|
$
|
42
|
|
10.
|
COST REDUCTION ACTIONS
|
|
Balance at December 31, 2014
|
|
Costs
Incurred
|
|
Payments
|
|
Foreign Currency Translation
|
|
Balance at March 31, 2015
|
|
Cumulative
Charges
Incurred
|
||||||||||||
Severance
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
27
|
|
|
$
|
36
|
|
Contract Termination
|
3
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
||||||
Total
|
$
|
34
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
(1
|
)
|
|
$
|
30
|
|
|
$
|
39
|
|
11.
|
DEBT
|
|
March 31, 2015
|
December 31, 2014
|
||||
6.50% senior notes, net of discount, due 2016
|
$
|
158
|
|
$
|
158
|
|
9.00% senior notes, net of discount, due 2019
|
143
|
|
143
|
|
||
4.20% senior notes, net of discount, due 2022
|
600
|
|
600
|
|
||
4.20% senior notes, net of discount, due 2024
|
393
|
|
392
|
|
||
7.00% senior notes, net of discount, due 2036
|
540
|
|
540
|
|
||
Accounts receivable securitization facility, maturing in 2018
|
237
|
|
106
|
|
||
Senior revolving credit facility, maturing in 2018
|
151
|
|
—
|
|
||
Various capital leases, due through and beyond 2050
|
46
|
|
47
|
|
||
Fair value adjustment to debt
|
9
|
|
8
|
|
||
Total long-term debt
|
2,277
|
|
1,994
|
|
||
Less – current portion
|
3
|
|
3
|
|
||
Long-term debt, net of current portion
|
$
|
2,274
|
|
$
|
1,991
|
|
11.
|
DEBT (continued)
|
12.
|
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
|
|
Three Months Ended March 31, 2015
|
Three Months Ended March 31, 2014
|
||||||||||||||||
|
U.S.
|
Non-U.S.
|
Total
|
U.S.
|
Non-U.S.
|
Total
|
||||||||||||
Components of Net Periodic Pension Cost
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
2
|
|
$
|
1
|
|
$
|
3
|
|
$
|
2
|
|
$
|
1
|
|
$
|
3
|
|
Interest cost
|
11
|
|
5
|
|
16
|
|
12
|
|
6
|
|
18
|
|
||||||
Expected return on plan assets
|
(15
|
)
|
(6
|
)
|
(21
|
)
|
(14
|
)
|
(7
|
)
|
(21
|
)
|
||||||
Amortization of actuarial loss
|
4
|
|
1
|
|
5
|
|
2
|
|
1
|
|
3
|
|
||||||
Net periodic pension cost
|
$
|
2
|
|
$
|
1
|
|
$
|
3
|
|
$
|
2
|
|
$
|
1
|
|
$
|
3
|
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
Components of Net Periodic Benefit Cost
|
|
|
||||
Service cost
|
$
|
1
|
|
$
|
1
|
|
Interest cost
|
2
|
|
3
|
|
||
Amortization of prior service cost
|
(1
|
)
|
(1
|
)
|
||
Amortization of actuarial gain
|
—
|
|
(1
|
)
|
||
Net periodic benefit cost
|
$
|
2
|
|
$
|
2
|
|
|
Options Outstanding
|
Options Exercisable
|
||||||||||
|
Options
Outstanding
|
Weighted-Average
|
Number
Exercisable
at March 31, 2015
|
Weighted-Average
|
||||||||
Range of Exercise Prices
|
Remaining
Contractual Life
|
Exercise
Price
|
Remaining
Contractual Life
|
Exercise
Price
|
||||||||
$13.89-$42.16
|
2,498,520
|
|
4.71
|
$
|
31.15
|
|
2,011,245
|
|
4.01
|
$
|
29.40
|
|
14.
|
STOCK COMPENSATION (continued)
|
14.
|
STOCK COMPENSATION (continued)
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
Net earnings attributable to Owens Corning
|
$
|
18
|
|
$
|
120
|
|
Weighted-average number of shares outstanding used for basic earnings per share
|
117.8
|
|
117.8
|
|
||
Non-vested restricted and performance shares
|
0.3
|
|
0.4
|
|
||
Options to purchase common stock
|
0.4
|
|
0.5
|
|
||
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share
|
118.5
|
|
118.7
|
|
||
Earnings per common share attributable to Owens Corning common stockholders:
|
|
|
||||
Basic
|
$
|
0.15
|
|
$
|
1.02
|
|
Diluted
|
$
|
0.15
|
|
$
|
1.01
|
|
|
Total
Measured at
Fair Value
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
||||||||
Derivative assets
|
$
|
18
|
|
$
|
—
|
|
$
|
18
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
7
|
|
$
|
—
|
|
$
|
7
|
|
$
|
—
|
|
Contingent consideration
|
6
|
|
—
|
|
—
|
|
6
|
|
||||
Total liabilities
|
$
|
13
|
|
$
|
—
|
|
$
|
7
|
|
$
|
6
|
|
|
Total
Measured at
Fair Value
|
Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
|
Significant
Other
Observable
Inputs
(Level 2)
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
Assets:
|
|
|
|
|
||||||||
Derivative assets
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
8
|
|
$
|
—
|
|
$
|
8
|
|
$
|
—
|
|
Contingent consideration
|
5
|
|
—
|
|
—
|
|
5
|
|
||||
Total liabilities
|
$
|
13
|
|
$
|
—
|
|
$
|
8
|
|
$
|
5
|
|
|
March 31, 2015
|
December 31, 2014
|
||
6.50% senior notes, net of discount, due 2016
|
108
|
%
|
109
|
%
|
9.00% senior notes, net of discount, due 2019
|
121
|
%
|
119
|
%
|
4.20% senior notes, net of discount, due 2022
|
105
|
%
|
101
|
%
|
4.20% senior notes, net of discount, due 2024
|
103
|
%
|
99
|
%
|
7.00% senior notes, net of discount, due 2036
|
124
|
%
|
124
|
%
|
|
Cash Flow
Hedge
Activity
|
Defined
Benefit
Pension Plan
Activity
|
OCI
Valuation
Allowance
Activity
|
Foreign
Currency
Translation
Adjustment
|
Total
|
||||||||||
Balance as of December 31, 2014, net of tax
|
$
|
(5
|
)
|
$
|
(290
|
)
|
$
|
(122
|
)
|
$
|
(133
|
)
|
$
|
(550
|
)
|
Amounts classified into AOCI, net of tax (a)
|
1
|
|
2
|
|
2
|
|
(50
|
)
|
(45
|
)
|
|||||
Amounts reclassified from AOCI, net of tax
|
—
|
|
4
|
|
—
|
|
—
|
|
4
|
|
|||||
Change in AOCI, net of tax
|
1
|
|
6
|
|
2
|
|
(50
|
)
|
(41
|
)
|
|||||
Balance as of March 31, 2015, net of tax
|
$
|
(4
|
)
|
$
|
(284
|
)
|
$
|
(120
|
)
|
$
|
(183
|
)
|
$
|
(591
|
)
|
(a)
|
$8 million
of the amounts classified into AOCI, net of tax from Foreign Currency Translation Adjustment was due to the company's net investment hedge, as discussed in Note 4.
|
|
Cash Flow
Hedge
Activity
|
Defined
Benefit
Pension Plan
Activity
|
OCI
Valuation
Allowance
Activity
|
Foreign
Currency
Translation
Adjustment
|
Total
|
||||||||||
Balance as of December 31, 2013, net of tax
|
$
|
—
|
|
$
|
(184
|
)
|
$
|
(115
|
)
|
$
|
2
|
|
$
|
(297
|
)
|
Amounts classified into AOCI, net of tax
|
—
|
|
4
|
|
—
|
|
(16
|
)
|
(12
|
)
|
|||||
Amounts reclassified from AOCI, net of tax
|
—
|
|
(1
|
)
|
—
|
|
—
|
|
(1
|
)
|
|||||
Change in AOCI, net of tax
|
—
|
|
3
|
|
—
|
|
(16
|
)
|
(13
|
)
|
|||||
Balance as of March 31, 2014, net of tax
|
$
|
—
|
|
$
|
(181
|
)
|
$
|
(115
|
)
|
$
|
(14
|
)
|
$
|
(310
|
)
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
Defined Benefit Pension Plan Activity:
|
|
|
||||
Cost of sales
|
$
|
4
|
|
$
|
(1
|
)
|
Total reclassifications from AOCI
|
$
|
4
|
|
$
|
(1
|
)
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
$
|
841
|
|
$
|
461
|
|
$
|
(95
|
)
|
$
|
1,207
|
|
COST OF SALES
|
—
|
|
721
|
|
372
|
|
(95
|
)
|
998
|
|
|||||
Gross margin
|
—
|
|
120
|
|
89
|
|
—
|
|
209
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
32
|
|
68
|
|
29
|
|
—
|
|
129
|
|
|||||
Science and technology expenses
|
—
|
|
14
|
|
3
|
|
—
|
|
17
|
|
|||||
Charges related to cost reduction actions
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Other expenses (income), net
|
(8
|
)
|
6
|
|
7
|
|
—
|
|
5
|
|
|||||
Total operating expenses
|
24
|
|
88
|
|
39
|
|
—
|
|
151
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(24
|
)
|
32
|
|
50
|
|
—
|
|
58
|
|
|||||
Interest expense, net
|
24
|
|
1
|
|
1
|
|
—
|
|
26
|
|
|||||
EARNINGS BEFORE TAXES
|
(48
|
)
|
31
|
|
49
|
|
—
|
|
32
|
|
|||||
Less: Income tax expense (benefit)
|
(15
|
)
|
9
|
|
19
|
|
—
|
|
13
|
|
|||||
Equity in net earnings of subsidiaries
|
51
|
|
29
|
|
—
|
|
(80
|
)
|
—
|
|
|||||
NET EARNINGS
|
18
|
|
51
|
|
30
|
|
(80
|
)
|
19
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
18
|
|
$
|
51
|
|
$
|
29
|
|
$
|
(80
|
)
|
$
|
18
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
$
|
911
|
|
$
|
456
|
|
$
|
(89
|
)
|
$
|
1,278
|
|
COST OF SALES
|
—
|
|
751
|
|
382
|
|
(89
|
)
|
1,044
|
|
|||||
Gross margin
|
—
|
|
160
|
|
74
|
|
—
|
|
234
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
32
|
|
66
|
|
34
|
|
—
|
|
132
|
|
|||||
Science and technology expenses
|
—
|
|
15
|
|
4
|
|
—
|
|
19
|
|
|||||
Charges related to cost reduction actions
|
—
|
|
1
|
|
11
|
|
—
|
|
12
|
|
|||||
Other expenses (income), net
|
(10
|
)
|
2
|
|
(29
|
)
|
—
|
|
(37
|
)
|
|||||
Total operating expenses
|
22
|
|
84
|
|
20
|
|
—
|
|
126
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(22
|
)
|
76
|
|
54
|
|
—
|
|
108
|
|
|||||
Interest expense, net
|
26
|
|
1
|
|
—
|
|
—
|
|
27
|
|
|||||
EARNINGS BEFORE TAXES
|
(48
|
)
|
75
|
|
54
|
|
—
|
|
81
|
|
|||||
Less: Income tax expense (benefit)
|
(18
|
)
|
(13
|
)
|
(8
|
)
|
—
|
|
(39
|
)
|
|||||
Equity in net earnings of subsidiaries
|
150
|
|
62
|
|
—
|
|
(212
|
)
|
—
|
|
|||||
NET EARNINGS
|
120
|
|
150
|
|
62
|
|
(212
|
)
|
120
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
120
|
|
$
|
150
|
|
$
|
62
|
|
$
|
(212
|
)
|
$
|
120
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET EARNINGS
|
$
|
18
|
|
$
|
51
|
|
$
|
30
|
|
$
|
(80
|
)
|
$
|
19
|
|
Currency translation adjustment (net of tax)
|
(50
|
)
|
—
|
|
—
|
|
—
|
|
(50
|
)
|
|||||
Pension and other postretirement adjustment (net of tax)
|
8
|
|
—
|
|
—
|
|
—
|
|
8
|
|
|||||
Deferred gain on hedging (net of tax)
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
COMPREHENSIVE EARNINGS (LOSS)
|
(23
|
)
|
51
|
|
30
|
|
(80
|
)
|
(22
|
)
|
|||||
Less: Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
COMPREHENSIVE EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING
|
$
|
(23
|
)
|
$
|
51
|
|
$
|
29
|
|
$
|
(80
|
)
|
$
|
(23
|
)
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET EARNINGS
|
$
|
120
|
|
$
|
150
|
|
$
|
62
|
|
$
|
(212
|
)
|
$
|
120
|
|
Currency translation adjustment (net of tax)
|
(16
|
)
|
—
|
|
—
|
|
—
|
|
(16
|
)
|
|||||
Pension and other postretirement adjustment (net of tax)
|
3
|
|
—
|
|
—
|
|
—
|
|
3
|
|
|||||
Deferred gain on hedging (net of tax)
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
COMPREHENSIVE EARNINGS (LOSS)
|
107
|
|
150
|
|
62
|
|
(212
|
)
|
107
|
|
|||||
Less: Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
COMPREHENSIVE EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING
|
$
|
107
|
|
$
|
150
|
|
$
|
62
|
|
$
|
(212
|
)
|
$
|
107
|
|
ASSETS
|
Parent
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
4
|
|
$
|
73
|
|
$
|
—
|
|
$
|
77
|
|
Receivables, less allowances
|
—
|
|
—
|
|
844
|
|
—
|
|
844
|
|
|||||
Due from affiliates
|
—
|
|
2,666
|
|
76
|
|
(2,742
|
)
|
—
|
|
|||||
Inventories
|
—
|
|
540
|
|
285
|
|
—
|
|
825
|
|
|||||
Assets held for sale
|
—
|
|
—
|
|
14
|
|
—
|
|
14
|
|
|||||
Other current assets
|
8
|
|
138
|
|
89
|
|
—
|
|
235
|
|
|||||
Total current assets
|
8
|
|
3,348
|
|
1,381
|
|
(2,742
|
)
|
1,995
|
|
|||||
Investment in subsidiaries
|
7,502
|
|
2,457
|
|
559
|
|
(10,518
|
)
|
—
|
|
|||||
Due from affiliates
|
—
|
|
—
|
|
826
|
|
(826
|
)
|
—
|
|
|||||
Property, plant and equipment, net
|
359
|
|
1,404
|
|
1,088
|
|
—
|
|
2,851
|
|
|||||
Goodwill
|
—
|
|
1,127
|
|
41
|
|
—
|
|
1,168
|
|
|||||
Intangible assets
|
—
|
|
985
|
|
231
|
|
(203
|
)
|
1,013
|
|
|||||
Deferred income taxes
|
31
|
|
380
|
|
23
|
|
—
|
|
434
|
|
|||||
Other non-current assets
|
42
|
|
66
|
|
127
|
|
—
|
|
235
|
|
|||||
TOTAL ASSETS
|
$
|
7,942
|
|
$
|
9,767
|
|
$
|
4,276
|
|
$
|
(14,289
|
)
|
$
|
7,696
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
57
|
|
$
|
454
|
|
$
|
384
|
|
$
|
—
|
|
$
|
895
|
|
Due to affiliates
|
1,816
|
|
—
|
|
926
|
|
(2,742
|
)
|
—
|
|
|||||
Short-term debt
|
—
|
|
—
|
|
14
|
|
—
|
|
14
|
|
|||||
Long-term debt – current portion
|
—
|
|
1
|
|
2
|
|
—
|
|
3
|
|
|||||
Total current liabilities
|
1,873
|
|
455
|
|
1,326
|
|
(2,742
|
)
|
912
|
|
|||||
Long-term debt, net of current
|
2,004
|
|
15
|
|
255
|
|
—
|
|
2,274
|
|
|||||
Due to affiliates
|
—
|
|
826
|
|
—
|
|
(826
|
)
|
—
|
|
|||||
Pension plan liability
|
302
|
|
—
|
|
122
|
|
—
|
|
424
|
|
|||||
Other employee benefits liability
|
—
|
|
235
|
|
14
|
|
—
|
|
249
|
|
|||||
Deferred income taxes
|
—
|
|
—
|
|
22
|
|
—
|
|
22
|
|
|||||
Other liabilities
|
119
|
|
175
|
|
41
|
|
(203
|
)
|
132
|
|
|||||
OWENS CORNING STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||||||
Preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Common stock
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
Additional paid in capital
|
3,946
|
|
6,433
|
|
1,763
|
|
(8,196
|
)
|
3,946
|
|
|||||
Accumulated earnings
|
803
|
|
1,628
|
|
694
|
|
(2,322
|
)
|
803
|
|
|||||
Accumulated other comprehensive deficit
|
(591
|
)
|
—
|
|
—
|
|
—
|
|
(591
|
)
|
|||||
Cost of common stock in treasury
|
(515
|
)
|
—
|
|
—
|
|
—
|
|
(515
|
)
|
|||||
Total Owens Corning stockholders’ equity
|
3,644
|
|
8,061
|
|
2,457
|
|
(10,518
|
)
|
3,644
|
|
|||||
Noncontrolling interests
|
—
|
|
—
|
|
39
|
|
—
|
|
39
|
|
|||||
Total equity
|
3,644
|
|
8,061
|
|
2,496
|
|
(10,518
|
)
|
3,683
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
7,942
|
|
$
|
9,767
|
|
$
|
4,276
|
|
$
|
(14,289
|
)
|
$
|
7,696
|
|
ASSETS
|
Parent
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
1
|
|
$
|
66
|
|
$
|
—
|
|
$
|
67
|
|
Receivables, less allowances
|
—
|
|
—
|
|
674
|
|
—
|
|
674
|
|
|||||
Due from affiliates
|
—
|
|
2,858
|
|
—
|
|
(2,858
|
)
|
—
|
|
|||||
Inventories
|
—
|
|
527
|
|
290
|
|
—
|
|
817
|
|
|||||
Assets held for sale
|
—
|
|
—
|
|
16
|
|
—
|
|
16
|
|
|||||
Other current assets
|
7
|
|
132
|
|
94
|
|
—
|
|
233
|
|
|||||
Total current assets
|
7
|
|
3,518
|
|
1,140
|
|
(2,858
|
)
|
1,807
|
|
|||||
Investment in subsidiaries
|
7,504
|
|
2,590
|
|
558
|
|
(10,652
|
)
|
—
|
|
|||||
Due from affiliates
|
—
|
|
—
|
|
881
|
|
(881
|
)
|
—
|
|
|||||
Property, plant and equipment, net
|
359
|
|
1,397
|
|
1,143
|
|
—
|
|
2,899
|
|
|||||
Goodwill
|
—
|
|
1,127
|
|
41
|
|
—
|
|
1,168
|
|
|||||
Intangible assets
|
—
|
|
989
|
|
238
|
|
(210
|
)
|
1,017
|
|
|||||
Deferred income taxes
|
35
|
|
380
|
|
29
|
|
—
|
|
444
|
|
|||||
Other non-current assets
|
30
|
|
62
|
|
128
|
|
—
|
|
220
|
|
|||||
TOTAL ASSETS
|
$
|
7,935
|
|
$
|
10,063
|
|
$
|
4,158
|
|
$
|
(14,601
|
)
|
$
|
7,555
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
47
|
|
$
|
667
|
|
$
|
235
|
|
$
|
—
|
|
$
|
949
|
|
Due to affiliates
|
1,913
|
|
—
|
|
945
|
|
(2,858
|
)
|
—
|
|
|||||
Short-term debt
|
—
|
|
25
|
|
6
|
|
—
|
|
31
|
|
|||||
Long-term debt – current portion
|
—
|
|
1
|
|
2
|
|
—
|
|
3
|
|
|||||
Total current liabilities
|
1,960
|
|
693
|
|
1,188
|
|
(2,858
|
)
|
983
|
|
|||||
Long-term debt, net of current portion
|
1,851
|
|
15
|
|
125
|
|
—
|
|
1,991
|
|
|||||
Due to affiliates
|
—
|
|
881
|
|
—
|
|
(881
|
)
|
—
|
|
|||||
Pension plan liability
|
310
|
|
—
|
|
137
|
|
—
|
|
447
|
|
|||||
Other employee benefits liability
|
—
|
|
237
|
|
15
|
|
—
|
|
252
|
|
|||||
Deferred income taxes
|
—
|
|
—
|
|
22
|
|
—
|
|
22
|
|
|||||
Other liabilities
|
122
|
|
175
|
|
43
|
|
(210
|
)
|
130
|
|
|||||
OWENS CORNING STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||||||
Preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Common stock
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
Additional paid in capital
|
3,954
|
|
6,483
|
|
1,927
|
|
(8,410
|
)
|
3,954
|
|
|||||
Accumulated earnings
|
805
|
|
1,579
|
|
663
|
|
(2,242
|
)
|
805
|
|
|||||
Accumulated other comprehensive deficit
|
(550
|
)
|
—
|
|
—
|
|
—
|
|
(550
|
)
|
|||||
Cost of common stock in treasury
|
(518
|
)
|
—
|
|
—
|
|
—
|
|
(518
|
)
|
|||||
Total Owens Corning stockholders’ equity
|
3,692
|
|
8,062
|
|
2,590
|
|
(10,652
|
)
|
3,692
|
|
|||||
Noncontrolling interests
|
—
|
|
—
|
|
38
|
|
—
|
|
38
|
|
|||||
Total equity
|
3,692
|
|
8,062
|
|
2,628
|
|
(10,652
|
)
|
3,730
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
7,935
|
|
$
|
10,063
|
|
$
|
4,158
|
|
$
|
(14,601
|
)
|
$
|
7,555
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET CASH FLOW USED FOR OPERATING ACTIVITIES
|
$
|
—
|
|
$
|
(157
|
)
|
$
|
8
|
|
$
|
—
|
|
$
|
(149
|
)
|
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
|
|
|
||||||||||
Additions to plant and equipment (including alloy)
|
(3
|
)
|
(43
|
)
|
(10
|
)
|
—
|
|
(56
|
)
|
|||||
Proceeds from the sale of assets (including alloy) or affiliates
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Net cash flow used for investing activities
|
(3
|
)
|
(43
|
)
|
(10
|
)
|
—
|
|
(56
|
)
|
|||||
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
|
|
|
|
|
|
||||||||||
Proceeds from senior revolving credit and receivables securitization facilities
|
398
|
|
—
|
|
131
|
|
—
|
|
529
|
|
|||||
Payments on senior revolving credit and receivables securitization facilities
|
(247
|
)
|
—
|
|
—
|
|
—
|
|
(247
|
)
|
|||||
Net increase (decrease) in short-term debt
|
—
|
|
(25
|
)
|
8
|
|
—
|
|
(17
|
)
|
|||||
Cash dividends paid
|
(39
|
)
|
—
|
|
—
|
|
—
|
|
(39
|
)
|
|||||
Purchases of treasury stock
|
(19
|
)
|
—
|
|
—
|
|
—
|
|
(19
|
)
|
|||||
Other intercompany loans
|
(97
|
)
|
228
|
|
(131
|
)
|
—
|
|
—
|
|
|||||
Other
|
7
|
|
—
|
|
—
|
|
—
|
|
7
|
|
|||||
Net cash flow provided by financing activities
|
3
|
|
203
|
|
8
|
|
—
|
|
214
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
Net increase in cash and cash equivalents
|
—
|
|
3
|
|
7
|
|
—
|
|
10
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
1
|
|
66
|
|
—
|
|
67
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
—
|
|
$
|
4
|
|
$
|
73
|
|
$
|
—
|
|
$
|
77
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET CASH FLOW USED FOR OPERATING ACTIVITIES
|
$
|
—
|
|
$
|
(222
|
)
|
$
|
(50
|
)
|
$
|
—
|
|
$
|
(272
|
)
|
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
|
|
|
||||||||||
Additions to plant and equipment (including alloy)
|
(3
|
)
|
(26
|
)
|
(22
|
)
|
—
|
|
(51
|
)
|
|||||
Proceeds from the sale of assets (including alloy) or affiliates
|
—
|
|
—
|
|
(3
|
)
|
—
|
|
(3
|
)
|
|||||
Net cash flow used for investing activities
|
(3
|
)
|
(26
|
)
|
(25
|
)
|
—
|
|
(54
|
)
|
|||||
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
|
|
|
|
|
|
||||||||||
Proceeds from senior revolving credit and receivables securitization facilities
|
433
|
|
—
|
|
51
|
|
—
|
|
484
|
|
|||||
Payments on senior revolving credit and receivables securitization facilities
|
(149
|
)
|
—
|
|
—
|
|
—
|
|
(149
|
)
|
|||||
Net increase (decrease) in short-term debt
|
—
|
|
1
|
|
23
|
|
—
|
|
24
|
|
|||||
Cash dividends paid
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Purchase of treasury stock
|
(29
|
)
|
—
|
|
—
|
|
—
|
|
(29
|
)
|
|||||
Other intercompany loans
|
(257
|
)
|
247
|
|
10
|
|
—
|
|
—
|
|
|||||
Other
|
5
|
|
—
|
|
—
|
|
—
|
|
5
|
|
|||||
Net cash flow provided by financing activities
|
3
|
|
248
|
|
84
|
|
—
|
|
335
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
(1
|
)
|
|||||
Net increase in cash and cash equivalents
|
—
|
|
—
|
|
8
|
|
—
|
|
8
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
3
|
|
54
|
|
—
|
|
57
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
—
|
|
$
|
3
|
|
$
|
62
|
|
$
|
—
|
|
$
|
65
|
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
Net sales
|
$
|
1,207
|
|
$
|
1,278
|
|
Gross margin
|
$
|
209
|
|
$
|
234
|
|
% of net sales
|
17
|
%
|
18
|
%
|
||
Charges related to cost reduction actions
|
$
|
—
|
|
$
|
12
|
|
Earnings before interest and taxes
|
$
|
58
|
|
$
|
108
|
|
Interest expense, net
|
$
|
26
|
|
$
|
27
|
|
Income tax expense (benefit)
|
$
|
13
|
|
$
|
(39
|
)
|
Net earnings attributable to Owens Corning
|
$
|
18
|
|
$
|
120
|
|
|
Three Months Ended March 31,
|
|||||
Location
|
2015
|
2014
|
||||
Cost of sales
|
$
|
2
|
|
$
|
—
|
|
Charges related to cost reduction actions
|
—
|
|
12
|
|
||
Total charges related to cost reduction actions and related items
|
$
|
2
|
|
$
|
12
|
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
Charges related to cost reduction actions
|
$
|
—
|
|
$
|
(12
|
)
|
Other items related to cost reduction actions
|
(2
|
)
|
—
|
|
||
Gain on sale of Hangzhou, China facility
|
—
|
|
45
|
|
||
Net loss related to Hurricane Sandy
|
—
|
|
(2
|
)
|
||
Total adjusting items
|
$
|
(2
|
)
|
$
|
31
|
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
18
|
|
$
|
120
|
|
Less: Net earnings attributable to noncontrolling interests
|
1
|
|
—
|
|
||
NET EARNINGS
|
19
|
|
120
|
|
||
Less: Income tax expense (benefit)
|
13
|
|
(39
|
)
|
||
EARNINGS BEFORE TAXES
|
32
|
|
81
|
|
||
Interest expense, net
|
26
|
|
27
|
|
||
EARNINGS BEFORE INTEREST AND TAXES
|
58
|
|
108
|
|
||
Less: adjusting items from above
|
(2
|
)
|
31
|
|
||
ADJUSTED EBIT
|
$
|
60
|
|
$
|
77
|
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
Net sales
|
$
|
478
|
|
$
|
477
|
|
% change from prior year
|
—
|
%
|
4
|
%
|
||
EBIT
|
$
|
60
|
|
$
|
27
|
|
EBIT as a % of net sales
|
13
|
%
|
6
|
%
|
||
Depreciation and amortization expense
|
$
|
32
|
|
$
|
34
|
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
Net sales
|
$
|
379
|
|
$
|
355
|
|
% change from prior year
|
7
|
%
|
8
|
%
|
||
EBIT
|
$
|
7
|
|
$
|
1
|
|
EBIT as a % of net sales
|
2
|
%
|
—
|
%
|
||
Depreciation and amortization expense
|
$
|
24
|
|
$
|
25
|
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
Net sales
|
$
|
393
|
|
$
|
497
|
|
% change from prior year
|
-21
|
%
|
-18
|
%
|
||
EBIT
|
$
|
20
|
|
$
|
80
|
|
EBIT as a % of net sales
|
5
|
%
|
16
|
%
|
||
Depreciation and amortization expense
|
$
|
9
|
|
$
|
9
|
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
Charges related to cost reduction actions
|
$
|
—
|
|
$
|
(12
|
)
|
Other items related to cost reduction actions
|
(2
|
)
|
—
|
|
||
Gain on sale of Hangzhou, China facility
|
—
|
|
45
|
|
||
Net loss related to Hurricane Sandy
|
—
|
|
(2
|
)
|
||
General corporate expense and other
|
(27
|
)
|
(31
|
)
|
||
EBIT
|
$
|
(29
|
)
|
$
|
—
|
|
Depreciation and amortization
|
$
|
10
|
|
$
|
8
|
|
|
Three Months Ended
March 31, |
|||||
|
2015
|
2014
|
||||
Cash balance
|
$
|
77
|
|
$
|
65
|
|
Net cash flow used for operating activities
|
$
|
(149
|
)
|
$
|
(272
|
)
|
Net cash flow used for investing activities
|
$
|
(56
|
)
|
$
|
(54
|
)
|
Net cash flow provided by financing activities
|
$
|
214
|
|
$
|
335
|
|
Availability on the senior revolving credit facility
|
$
|
640
|
|
$
|
500
|
|
Availability on the receivables securitization facility
|
$
|
—
|
|
$
|
—
|
|
•
|
levels of residential and commercial construction activity;
|
•
|
competitive and pricing factors;
|
•
|
levels of global industrial production;
|
•
|
demand for our products;
|
•
|
relationships with key customers;
|
•
|
industry and economic conditions that affect the market and operating conditions of our customers, suppliers or lenders;
|
•
|
foreign exchange and commodity price fluctuations;
|
•
|
our level of indebtedness;
|
•
|
weather conditions;
|
•
|
availability and cost of credit;
|
•
|
availability and cost of energy and raw materials;
|
•
|
issues involving implementation and protection of information technology systems;
|
•
|
international economic and political conditions, including new legislation or other governmental actions;
|
•
|
our ability to utilize our net operating loss carryforwards;
|
•
|
research and development activities and intellectual property protection;
|
•
|
interest rate movements;
|
•
|
labor disputes and litigation;
|
•
|
uninsured losses;
|
•
|
issues related to acquisitions, divestitures and joint ventures;
|
•
|
achievement of expected synergies, cost reductions and/or productivity improvements; and
|
•
|
defined benefit plan funding obligations.
|
Period
|
Total Number of
Shares (or
Units)
Purchased
|
|
Average
Price Paid
per Share
(or Unit)
|
Total Number of
Shares (or
Units)
Purchased as
Part of Publicly
Announced
Plans or
Programs**
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs**
|
|||||
January 1-31, 2015
|
7,307
|
|
|
$
|
37.13
|
|
—
|
|
7,700,000
|
|
February 1-28, 2015
|
137,133
|
|
|
39.52
|
|
—
|
|
7,700,000
|
|
|
March 1-31, 2015
|
345,307
|
|
|
39.22
|
|
342,734
|
|
7,357,266
|
|
|
Total
|
489,747
|
|
*
|
$
|
39.27
|
|
342,734
|
|
7,357,266
|
|
*
|
The Company retained 147,013 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted shares granted to our employees.
|
**
|
On April 25, 2012, the Company announced a share buy-back program under which the Company is authorized to repurchase up to 10 million shares of Owens Corning’s outstanding common stock. Under the buy-back program, shares may be repurchased through open market, privately negotiated, or other transactions. The timing and actual number of shares repurchased will depend on market conditions and other factors and will be at the Company’s discretion.
|
Name
|
For
|
Withheld
|
Broker Non-Votes
|
James J. McMonagle
|
96,700,056
|
4,242,308
|
5,429,888
|
W. Howard Morris
|
94,989,444
|
5,952,920
|
5,429,888
|
Suzanne P. Nimocks
|
96,672,571
|
4,269,793
|
5,429,888
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
102,998,036
|
1,915,539
|
1,458,677
|
—
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
88,556,599
|
4,510,439
|
7,875,326
|
5,429,888
|
|
|
|
|
|
OWENS CORNING
|
|
|
|
|
|
|
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
Date:
|
|
April 22, 2015
|
By:
|
|
/s/ Michael C. McMurray
|
|
|
|
|
|
Michael C. McMurray
|
|
|
|
|
|
Senior Vice President and
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
|
April 22, 2015
|
By:
|
|
/s/ Kelly J. Schmidt
|
|
|
|
|
|
Kelly J. Schmidt
|
|
|
|
|
|
Vice President and
|
|
|
|
|
|
Controller
|
|
|
Exhibit
Number
|
Description
|
10.31
|
Amendment, dated April 16, 2015, to Key Management Severance Agreement with Michael H. Thaman (filed herewith)*.
|
|
|
31.1
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).
|
|
|
31.2
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).
|
|
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
|
|
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Owens Corning;
|
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 registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’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 15d-15(f)) for the registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Owens Corning;
|
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 registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’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 15d-15(f)) for the registrant 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 registrant, 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 registrant’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 registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’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 registrant’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 registrant’s internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|