|
|
|
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, |
|||||
|
2016
|
2015
|
||||
NET SALES
|
$
|
1,231
|
|
$
|
1,203
|
|
COST OF SALES
|
959
|
|
994
|
|
||
Gross margin
|
272
|
|
209
|
|
||
OPERATING EXPENSES
|
|
|
||||
Marketing and administrative expenses
|
134
|
|
129
|
|
||
Science and technology expenses
|
19
|
|
17
|
|
||
Other expenses, net
|
3
|
|
5
|
|
||
Total operating expenses
|
156
|
|
151
|
|
||
EARNINGS BEFORE INTEREST AND TAXES
|
116
|
|
58
|
|
||
Interest expense, net
|
23
|
|
26
|
|
||
EARNINGS BEFORE TAXES
|
93
|
|
32
|
|
||
Income tax expense
|
34
|
|
13
|
|
||
NET EARNINGS
|
59
|
|
19
|
|
||
Net earnings attributable to noncontrolling interests
|
2
|
|
1
|
|
||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
57
|
|
$
|
18
|
|
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
|
|
|
||||
Basic
|
$
|
0.49
|
|
$
|
0.15
|
|
Diluted
|
$
|
0.49
|
|
$
|
0.15
|
|
Dividend
|
$
|
0.18
|
|
$
|
0.17
|
|
WEIGHTED AVERAGE COMMON SHARES
|
|
|
||||
Basic
|
115.5
|
|
117.8
|
|
||
Diluted
|
116.5
|
|
118.5
|
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
NET EARNINGS
|
$
|
59
|
|
$
|
19
|
|
Currency translation adjustment (net of tax of $5 and $(5) for the three months ended March 31, 2016 and 2015, respectively)
|
34
|
|
(50
|
)
|
||
Pension and other postretirement adjustment (net of tax of $2 and $(2) for the three months ended March 31, 2016 and 2015, respectively)
|
10
|
|
8
|
|
||
Deferred gain on hedging (net of tax of $0 and $(1) for the three months ended March 31, 2016 and 2015, respectively)
|
1
|
|
1
|
|
||
COMPREHENSIVE EARNINGS (LOSS)
|
104
|
|
(22
|
)
|
||
Comprehensive earnings attributable to noncontrolling interests
|
2
|
|
1
|
|
||
COMPREHENSIVE EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING
|
$
|
102
|
|
$
|
(23
|
)
|
(a)
|
10 shares authorized; none issued or outstanding at
March 31, 2016
and
December 31, 2015
|
(b)
|
400 shares authorized; 135.5 issued and 115.6 outstanding at
March 31, 2016
; 135.5 issued and 115.9 outstanding at
December 31, 2015
|
(c)
|
19.9 shares at
March 31, 2016
, and 19.6 shares at
December 31, 2015
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES
|
|
|
||||
Net earnings
|
$
|
59
|
|
$
|
19
|
|
Adjustments to reconcile net earnings to cash provided by (used for) operating activities:
|
|
|
||||
Depreciation and amortization
|
76
|
|
75
|
|
||
Deferred income taxes
|
28
|
|
4
|
|
||
Provision for pension and other employee benefits liabilities
|
4
|
|
5
|
|
||
Stock-based compensation expense
|
8
|
|
8
|
|
||
Other non-cash
|
(1
|
)
|
—
|
|
||
Change in working capital
|
(82
|
)
|
(211
|
)
|
||
Pension fund contribution
|
(7
|
)
|
(14
|
)
|
||
Payments for other employee benefits liabilities
|
(5
|
)
|
(5
|
)
|
||
Other
|
(17
|
)
|
3
|
|
||
Net cash flow provided by (used for) operating activities
|
63
|
|
(116
|
)
|
||
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
||||
Cash paid for property, plant and equipment
|
(98
|
)
|
(89
|
)
|
||
Net cash flow used for investing activities
|
(98
|
)
|
(89
|
)
|
||
NET CASH FLOW (USED FOR) PROVIDED BY FINANCING ACTIVITIES
|
|
|
||||
Proceeds from senior revolving credit and receivables securitization facilities
|
150
|
|
529
|
|
||
Payments on senior revolving credit and receivables securitization facilities
|
(71
|
)
|
(247
|
)
|
||
Net decrease in short-term debt
|
(3
|
)
|
(17
|
)
|
||
Cash dividends paid
|
(40
|
)
|
(39
|
)
|
||
Purchases of treasury stock
|
(43
|
)
|
(19
|
)
|
||
Other
|
(1
|
)
|
7
|
|
||
Net cash flow (used for) provided by financing activities
|
(8
|
)
|
214
|
|
||
Effect of exchange rate changes on cash
|
1
|
|
1
|
|
||
Net (decrease) increase in cash and cash equivalents
|
(42
|
)
|
10
|
|
||
Cash and cash equivalents at beginning of period
|
96
|
|
67
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
54
|
|
$
|
77
|
|
1.
|
GENERAL
|
2.
|
SEGMENT INFORMATION
|
2.
|
SEGMENT INFORMATION (continued)
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
Reportable Segments
|
|
|
||||
Composites
|
$
|
473
|
|
$
|
474
|
|
Insulation
|
385
|
|
379
|
|
||
Roofing
|
429
|
|
393
|
|
||
Total reportable segments
|
1,287
|
|
1,246
|
|
||
Corporate eliminations
|
(56
|
)
|
(43
|
)
|
||
NET SALES
|
$
|
1,231
|
|
$
|
1,203
|
|
2.
|
SEGMENT INFORMATION (continued)
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
Reportable Segments
|
|
|
||||
Composites
|
$
|
64
|
|
$
|
60
|
|
Insulation
|
13
|
|
7
|
|
||
Roofing
|
73
|
|
20
|
|
||
Total reportable segments
|
150
|
|
87
|
|
||
Restructuring costs
|
—
|
|
(2
|
)
|
||
Acquisition-related costs for InterWrap and Ahlstrom transactions
|
(2
|
)
|
—
|
|
||
General corporate expense and other
|
(32
|
)
|
(27
|
)
|
||
EBIT
|
$
|
116
|
|
$
|
58
|
|
3.
|
INVENTORIES
|
|
March 31, 2016
|
December 31, 2015
|
||||
Finished goods
|
$
|
497
|
|
$
|
436
|
|
Materials and supplies
|
211
|
|
208
|
|
||
Total inventories
|
$
|
708
|
|
$
|
644
|
|
4.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
|
|
|
Fair Value at
|
||||||
|
Location
|
|
March 31, 2016
|
|
December 31, 2015
|
||||
Derivative assets designated as hedging instruments:
|
|
|
|
|
|
||||
Net investment hedges
|
|
|
|
|
|
||||
Cross currency swaps
|
Other current assets
|
|
$
|
4
|
|
|
$
|
4
|
|
Cross currency swaps
|
Other non-current assets
|
|
$
|
—
|
|
|
$
|
6
|
|
Amount of gain recognized in OCI (effective portion)
|
OCI
|
|
$
|
2
|
|
|
$
|
14
|
|
Fair value hedges
|
|
|
|
|
|
||||
Interest rate swaps
|
Other non-current assets
|
|
$
|
—
|
|
|
$
|
4
|
|
Derivative liabilities designated as hedging instruments:
|
|
|
|
|
|
||||
Net investment hedges
|
|
|
|
|
|
||||
Cross currency swaps
|
Other liabilities
|
|
$
|
6
|
|
|
$
|
—
|
|
Cash flow hedges:
|
|
|
|
|
|
||||
Natural gas forward swaps
|
Accounts payable and
accrued liabilities
|
|
$
|
5
|
|
|
$
|
5
|
|
Amount of loss recognized in OCI related to natural gas forward swaps (effective portion)
|
OCI
|
|
$
|
5
|
|
|
$
|
5
|
|
Amount of loss recognized in OCI related to foreign exchange contracts (effective portion)
|
OCI
|
|
$
|
—
|
|
|
$
|
1
|
|
Derivative assets not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Other current assets
|
|
$
|
1
|
|
|
$
|
—
|
|
Derivative liabilities not designated as hedging instruments:
|
|
|
|
|
|
||||
Natural gas forward swaps
|
Accounts payable and
accrued liabilities
|
|
$
|
1
|
|
|
$
|
1
|
|
Foreign exchange contracts
|
Accounts payable and
accrued liabilities
|
|
$
|
3
|
|
|
$
|
—
|
|
|
|
|
Notional Amount
|
||
|
Unit of Measure
|
|
March 31, 2016
|
||
Net investment hedges
|
|
|
|
||
Cross currency swaps
|
U.S. Dollars
|
|
$
|
250
|
|
Cash flow hedges:
|
|
|
|
||
Natural gas forward swaps U.S. indices
|
MMBtu
|
|
7
|
|
|
Natural gas forward swaps European indices
|
MMBtu (equivalent)
|
|
1
|
|
|
|
Three Months Ended
March 31, |
|||||
|
Location
|
2016
|
2015
|
||||
Derivative activity designated as hedging instruments:
|
|
|
|
||||
Natural gas and electricity:
|
|
|
|
||||
Amount of loss reclassified from OCI into earnings (effective portion)
|
Cost of sales
|
$
|
3
|
|
$
|
3
|
|
Foreign Currency
|
|
|
|
||||
Amount of loss reclassified from OCI into earnings (effective portion)
|
Other expenses, net
|
$
|
1
|
|
$
|
—
|
|
Interest rate swaps:
|
|
|
|
||||
Amount of loss recognized in earnings
|
Interest expense, net
|
$
|
1
|
|
$
|
—
|
|
Derivative activity not designated as hedging instruments:
|
|
|
|
||||
Foreign currency exchange contract:
|
|
|
|
||||
Amount of loss recognized in earnings (a)
|
Other expenses, net
|
$
|
3
|
|
$
|
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, net.
|
March 31, 2016
|
Weighted
Average
Useful Life
|
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Customer relationships
|
20
|
|
$
|
172
|
|
$
|
(84
|
)
|
$
|
88
|
|
Technology
|
21
|
|
193
|
|
(95
|
)
|
98
|
|
|||
Franchise and other agreements
|
9
|
|
45
|
|
(21
|
)
|
24
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
786
|
|
—
|
|
786
|
|
|||
Total intangible assets
|
|
|
$
|
1,196
|
|
$
|
(200
|
)
|
$
|
996
|
|
Goodwill
|
|
|
$
|
1,167
|
|
|
|
December 31, 2015
|
Weighted
Average
Useful Life
|
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Customer relationships
|
20
|
|
$
|
172
|
|
$
|
(82
|
)
|
$
|
90
|
|
Technology
|
21
|
|
193
|
|
(93
|
)
|
100
|
|
|||
Franchise and other agreements
|
10
|
|
43
|
|
(20
|
)
|
23
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
786
|
|
—
|
|
786
|
|
|||
Total intangible assets
|
|
|
$
|
1,194
|
|
$
|
(195
|
)
|
$
|
999
|
|
Goodwill
|
|
|
$
|
1,167
|
|
|
|
|
Customer relationships
|
|
Technology
|
|
Franchise and other agreements
|
|
Trademarks
|
|
Total
|
||||||||||
Balance at December 31, 2015
|
$
|
172
|
|
|
$
|
193
|
|
|
$
|
43
|
|
|
$
|
786
|
|
|
$
|
1,194
|
|
Additional Franchises and Agreements
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Balance at March 31, 2016
|
$
|
172
|
|
|
$
|
193
|
|
|
$
|
45
|
|
|
$
|
786
|
|
|
$
|
1,196
|
|
6.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
March 31,
2016 |
December 31, 2015
|
||||
Land
|
$
|
189
|
|
$
|
186
|
|
Buildings and leasehold improvements
|
806
|
|
788
|
|
||
Machinery and equipment
|
3,557
|
|
3,478
|
|
||
Construction in progress
|
368
|
|
359
|
|
||
|
4,920
|
|
4,811
|
|
||
Accumulated depreciation
|
(1,932
|
)
|
(1,855
|
)
|
||
Property, plant and equipment, net
|
$
|
2,988
|
|
$
|
2,956
|
|
|
Three Months Ended March 31, 2016
|
||
Beginning balance
|
$
|
43
|
|
Amounts accrued for current year
|
4
|
|
|
Settlements of warranty claims
|
(2
|
)
|
|
Ending balance
|
$
|
45
|
|
Location
|
Ahlstrom Acquisition
|
InterWrap Acquisition
|
Total
|
||||||
Marketing and administrative expenses
|
$
|
1
|
|
$
|
1
|
|
$
|
2
|
|
Total acquisition-related costs
|
$
|
1
|
|
$
|
1
|
|
$
|
2
|
|
|
2014 Cost Reduction Actions
|
||
Balance at December 31, 2015
|
$
|
7
|
|
Restructuring costs
|
—
|
|
|
Payments
|
(1
|
)
|
|
Non-cash items
|
—
|
|
|
Foreign currency translation
|
—
|
|
|
Balance at March 31, 2016
|
$
|
6
|
|
Cumulative charges incurred
|
$
|
33
|
|
10.
|
DEBT
|
|
March 31, 2016
|
December 31, 2015
|
||||
6.50% senior notes, net of discount and financing fees, due 2016
|
$
|
158
|
|
$
|
158
|
|
9.00% senior notes, net of discount and financing fees, due 2019
|
143
|
|
143
|
|
||
4.20% senior notes, net of discount and financing fees, due 2022
|
596
|
|
596
|
|
||
4.20% senior notes, net of discount and financing fees, due 2024
|
390
|
|
390
|
|
||
7.00% senior notes, net of discount and financing fees, due 2036
|
536
|
|
536
|
|
||
Accounts receivable securitization facility, maturing in 2018
|
79
|
|
—
|
|
||
Various capital leases, due through and beyond 2050
|
36
|
|
36
|
|
||
Fair value adjustment to debt
|
10
|
|
6
|
|
||
Total long-term debt
|
1,948
|
|
1,865
|
|
||
Less – current portion
|
163
|
|
163
|
|
||
Long-term debt, net of current portion
|
$
|
1,785
|
|
$
|
1,702
|
|
10.
|
DEBT (continued)
|
10.
|
DEBT (continued)
|
11
.
|
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
|
|
Three Months Ended March 31,
|
|||||||||||||||||
|
2016
|
2015
|
||||||||||||||||
|
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
|
|
4
|
|
15
|
|
11
|
|
5
|
|
16
|
|
||||||
Expected return on plan assets
|
(14
|
)
|
(6
|
)
|
(20
|
)
|
(15
|
)
|
(6
|
)
|
(21
|
)
|
||||||
Amortization of actuarial loss
|
3
|
|
1
|
|
4
|
|
4
|
|
1
|
|
5
|
|
||||||
Net periodic pension cost
|
$
|
2
|
|
$
|
—
|
|
$
|
2
|
|
$
|
2
|
|
$
|
1
|
|
$
|
3
|
|
11.
|
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (continued)
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
Components of Net Periodic Benefit Cost
|
|
|
||||
Service cost
|
$
|
1
|
|
$
|
1
|
|
Interest cost
|
2
|
|
2
|
|
||
Amortization of prior service cost
|
(1
|
)
|
(1
|
)
|
||
Net periodic benefit cost
|
$
|
2
|
|
$
|
2
|
|
12
.
|
CONTINGENT LIABILITIES AND OTHER MATTERS
|
12.
|
CONTINGENT LIABILITIES AND OTHER MATTERS (continued)
|
13.
|
STOCK COMPENSATION
|
13.
|
STOCK COMPENSATION (continued)
|
|
Options Outstanding
|
Options Exercisable
|
||||||||||
|
Options
Outstanding
|
Weighted-Average
|
Number
Exercisable
at March 31, 2016
|
Weighted-Average
|
||||||||
Range of Exercise Prices
|
Remaining
Contractual Life
|
Exercise
Price
|
Remaining
Contractual Life
|
Exercise
Price
|
||||||||
$13.89-$42.16
|
1,847,425
|
|
4.18
|
$
|
31.07
|
|
1,646,100
|
|
3.77
|
$
|
30.11
|
|
13.
|
STOCK COMPENSATION (continued)
|
|
Three Months Ended
March 31, 2016 |
||||
|
Number of Shares/Units
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Beginning Balance
|
1,707,490
|
|
$
|
35.37
|
|
Granted
|
491,971
|
|
45.20
|
|
|
Vested
|
(358,924
|
)
|
38.00
|
|
|
Forfeited
|
(18,625
|
)
|
37.58
|
|
|
Ending Balance
|
1,821,912
|
|
$
|
37.47
|
|
13.
|
STOCK COMPENSATION (continued)
|
|
Three Months Ended
March 31, 2016 |
||||
|
Number
of PSUs
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Beginning Balance
|
431,400
|
|
$
|
44.52
|
|
Granted
|
244,250
|
|
48.74
|
|
|
Forfeited
|
(9,200
|
)
|
44.52
|
|
|
Ending Balance
|
666,450
|
|
$
|
46.07
|
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
Net earnings attributable to Owens Corning
|
$
|
57
|
|
$
|
18
|
|
Weighted-average number of shares outstanding used for basic earnings per share
|
115.5
|
|
117.8
|
|
||
Non-vested restricted and performance shares
|
0.6
|
|
0.3
|
|
||
Options to purchase common stock
|
0.4
|
|
0.4
|
|
||
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share
|
116.5
|
|
118.5
|
|
||
Earnings per common share attributable to Owens Corning common stockholders:
|
|
|
||||
Basic
|
$
|
0.49
|
|
$
|
0.15
|
|
Diluted
|
$
|
0.49
|
|
$
|
0.15
|
|
|
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
|
$
|
5
|
|
$
|
—
|
|
$
|
5
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
15
|
|
$
|
—
|
|
$
|
15
|
|
$
|
—
|
|
|
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
|
$
|
14
|
|
$
|
—
|
|
$
|
14
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
6
|
|
$
|
—
|
|
$
|
6
|
|
$
|
—
|
|
|
March 31, 2016
|
December 31, 2015
|
||
6.50% senior notes, net of discount, due 2016
|
102
|
%
|
103
|
%
|
9.00% senior notes, net of discount, due 2019
|
115
|
%
|
116
|
%
|
4.20% senior notes, net of discount, due 2022
|
102
|
%
|
99
|
%
|
4.20% senior notes, net of discount, due 2024
|
101
|
%
|
100
|
%
|
7.00% senior notes, net of discount, due 2036
|
109
|
%
|
105
|
%
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
Income tax expense
|
$
|
34
|
|
$
|
13
|
|
Effective tax rate
|
37
|
%
|
41
|
%
|
17.
|
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE DEFICIT
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
Currency Translation Adjustment
|
|
|
||||
Beginning balance
|
$
|
(247
|
)
|
$
|
(132
|
)
|
Gain/(loss) on foreign currency translation
|
41
|
|
(57
|
)
|
||
(Loss)/gain on net investment hedge
|
(12
|
)
|
12
|
|
||
Income tax benefit/(expense) of amount classified into AOCI
|
5
|
|
(5
|
)
|
||
Other comprehensive income/(loss), net of tax
|
34
|
|
(50
|
)
|
||
Ending balance
|
$
|
(213
|
)
|
$
|
(182
|
)
|
|
|
|
||||
|
|
|
||||
Pension and Other Postretirement Adjustment
|
|
|
||||
Beginning balance
|
$
|
(419
|
)
|
$
|
(413
|
)
|
Amortization of actuarial loss (a)
|
4
|
|
5
|
|
||
Amortization of prior service gain (a)
|
(1
|
)
|
(1
|
)
|
||
Income tax benefit of amounts reclassified from AOCI to income
|
(1
|
)
|
(2
|
)
|
||
Net amortization and gain reclassified from AOCI to net income
|
2
|
|
2
|
|
||
Gains arising during the period
|
5
|
|
—
|
|
||
Translation impact on non-US. plans
|
—
|
|
6
|
|
||
Income tax benefit of amounts classified into AOCI
|
3
|
|
—
|
|
||
Net gains arising during the period
|
8
|
|
6
|
|
||
Other comprehensive income, net of tax
|
10
|
|
8
|
|
||
Ending balance
|
$
|
(409
|
)
|
$
|
(405
|
)
|
|
|
|
||||
|
|
|
||||
Deferred Gain (Loss) on Hedging
|
|
|
||||
Beginning balance
|
$
|
(4
|
)
|
$
|
(5
|
)
|
Change in mark to market hedges
|
(3
|
)
|
(1
|
)
|
||
Income tax benefit of amount classified into AOCI
|
1
|
|
—
|
|
||
Net loss on derivative instruments
|
(2
|
)
|
(1
|
)
|
||
Amounts reclassified from AOCI to income (b)
|
4
|
|
3
|
|
||
Income tax benefit of amounts reclassified from AOCI to income
|
(1
|
)
|
(1
|
)
|
||
Net gain reclassified from AOCI to net income
|
3
|
|
2
|
|
||
Other comprehensive income, net of tax
|
1
|
|
1
|
|
||
Ending balance
|
$
|
(3
|
)
|
$
|
(4
|
)
|
|
|
|
||||
|
|
|
||||
Total AOCI ending balance
|
$
|
(625
|
)
|
$
|
(591
|
)
|
18.
|
ACCOUNTING PRONOUNCEMENTS
|
Standard
|
Description
|
Effective Date for Company
|
Effect on the
Consolidated Financial Statements
|
Recently issued standards:
|
|
|
|
ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)," as amended by ASU's 2015-14, 2016-08 and 2016-10
|
This standard outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance.
|
January 1, 2018
|
We are currently assessing the impact this standard will have on our Consolidated Financial Statements.
|
ASU 2016-01 "Financial Instruments - Overall (Subtopic 825-10)"
|
This standard modifies certain aspects of the recognition, measurement, presentation and disclosure of financial instruments. The update simplifies the impairment assessment of equity investments, requires that disclosure of financial instruments be based on an exit price notion, and requires separate presentation of financial assets and liabilities by measurement category and form of financial asset.
|
January 1, 2018
|
We are currently assessing the impact this standard will have on our Consolidated Financial Statements.
|
ASU 2016-02 "Leases (Topic 842)"
|
The standard requires lessees to recognize a right-of-use asset and lease liability for all leases with terms of more than 12 months. The recognition and presentation of expenses will depend on classification as a finance or operating lease.
|
January 1, 2019
|
We are currently assessing the impact this standard will have on our Consolidated Financial Statements.
|
ASU 2016-05 "Derivatives and Hedging (Topic 815)"
|
This standard clarifies that a change in a counterparty (novation) to a derivative instrument that has been designated as the hedging instrument does not require dedesignation of that hedging relationship, provided that all other hedge accounting criteria continue to be met.
|
January 1, 2017
|
We do not expect this update to have a material impact on our Consolidated Financial Statements.
|
ASU 2016-06 "Derivatives and Hedging (Topic 815)"
|
This standard clarifies what steps are required in the embedded derivative analysis of debt instruments, specifically in the area of contingent call or put options.
|
January 1, 2017
|
We do not expect this update to have a material impact on our Consolidated Financial Statements.
|
ASU 2016-09 "Compensation - Stock Compensation (Topic 718)"
|
This standard simplifies several aspects of the accounting for share-based payment transactions, but may increase volatility in income tax expense. All excess tax benefits and tax deficiencies will be recognized as income tax expense or benefit in the income statement. An entity will recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period, subject to normal valuation allowance considerations.
|
January 1, 2017
|
We are currently assessing the impact this standard will have on our Consolidated Financial Statements and disclosures.
|
Recently adopted standards:
|
|
|
|
ASU 2015-07 "Fair Value Measurement (Topic 820)"
|
This standard removes the requirement to categorize within the fair value hierarchy all investments for which fair value is measured using the net asset value per share practical expedient.
|
January 1, 2016
|
This adoption of this standard did not have a material impact on our Consolidated Financial Statements. This standard permits us to separately present certain assets in the plan assets table of the Pension Plans Note to the Consolidated Financial Statements in future Form 10-K filings.
|
ASU 2015-16 "Business Combinations (Topic 805)"
|
This standard requires that an acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amounts are determined.
|
January 1, 2016
|
The adoption of this standard did not have a material impact on our Consolidated Financial Statements
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
$
|
887
|
|
$
|
458
|
|
$
|
(114
|
)
|
$
|
1,231
|
|
COST OF SALES
|
1
|
|
730
|
|
342
|
|
(114
|
)
|
959
|
|
|||||
Gross margin
|
(1
|
)
|
157
|
|
116
|
|
—
|
|
272
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
33
|
|
72
|
|
29
|
|
—
|
|
134
|
|
|||||
Science and technology expenses
|
—
|
|
16
|
|
3
|
|
—
|
|
19
|
|
|||||
Other expenses, net
|
(2
|
)
|
12
|
|
(7
|
)
|
—
|
|
3
|
|
|||||
Total operating expenses
|
31
|
|
100
|
|
25
|
|
—
|
|
156
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(32
|
)
|
57
|
|
91
|
|
—
|
|
116
|
|
|||||
Interest expense, net
|
22
|
|
—
|
|
1
|
|
—
|
|
23
|
|
|||||
EARNINGS BEFORE TAXES
|
(54
|
)
|
57
|
|
90
|
|
—
|
|
93
|
|
|||||
Income tax expense
|
(19
|
)
|
24
|
|
29
|
|
—
|
|
34
|
|
|||||
Equity in net earnings of subsidiaries
|
92
|
|
59
|
|
—
|
|
(151
|
)
|
—
|
|
|||||
NET EARNINGS
|
57
|
|
92
|
|
61
|
|
(151
|
)
|
59
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
57
|
|
$
|
92
|
|
$
|
59
|
|
$
|
(151
|
)
|
$
|
57
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
$
|
841
|
|
$
|
457
|
|
$
|
(95
|
)
|
$
|
1,203
|
|
COST OF SALES
|
—
|
|
721
|
|
368
|
|
(95
|
)
|
994
|
|
|||||
Gross margin
|
—
|
|
120
|
|
89
|
|
—
|
|
209
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
32
|
|
68
|
|
29
|
|
—
|
|
129
|
|
|||||
Science and technology expenses
|
—
|
|
14
|
|
3
|
|
—
|
|
17
|
|
|||||
Other expenses, 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
|
|
|||||
Income tax expense
|
(15
|
)
|
9
|
|
19
|
|
—
|
|
13
|
|
|||||
Equity in net earnings of subsidiaries
|
51
|
|
29
|
|
—
|
|
(80
|
)
|
—
|
|
|||||
NET EARNINGS
|
18
|
|
51
|
|
30
|
|
(80
|
)
|
19
|
|
|||||
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 EARNINGS
|
$
|
57
|
|
$
|
92
|
|
$
|
61
|
|
$
|
(151
|
)
|
$
|
59
|
|
Currency translation adjustment (net of tax)
|
34
|
|
—
|
|
—
|
|
—
|
|
34
|
|
|||||
Pension and other postretirement adjustment (net of tax)
|
10
|
|
—
|
|
—
|
|
—
|
|
10
|
|
|||||
Deferred gain on hedging (net of tax)
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
COMPREHENSIVE EARNINGS (LOSS)
|
102
|
|
92
|
|
61
|
|
(151
|
)
|
104
|
|
|||||
Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||
COMPREHENSIVE EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING
|
$
|
102
|
|
$
|
92
|
|
$
|
59
|
|
$
|
(151
|
)
|
$
|
102
|
|
|
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
|
)
|
|||||
Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
COMPREHENSIVE EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING
|
$
|
(23
|
)
|
$
|
51
|
|
$
|
29
|
|
$
|
(80
|
)
|
$
|
(23
|
)
|
ASSETS
|
Parent
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
—
|
|
$
|
54
|
|
$
|
—
|
|
$
|
54
|
|
Receivables, less allowances
|
—
|
|
—
|
|
785
|
|
—
|
|
785
|
|
|||||
Due from affiliates
|
—
|
|
3,116
|
|
—
|
|
(3,116
|
)
|
—
|
|
|||||
Inventories
|
—
|
|
414
|
|
294
|
|
—
|
|
708
|
|
|||||
Assets held for sale
|
—
|
|
—
|
|
13
|
|
—
|
|
13
|
|
|||||
Other current assets
|
10
|
|
23
|
|
17
|
|
—
|
|
50
|
|
|||||
Total current assets
|
10
|
|
3,553
|
|
1,163
|
|
(3,116
|
)
|
1,610
|
|
|||||
Investment in subsidiaries
|
7,842
|
|
2,657
|
|
559
|
|
(11,058
|
)
|
—
|
|
|||||
Due from affiliates
|
—
|
|
—
|
|
795
|
|
(795
|
)
|
—
|
|
|||||
Property, plant and equipment, net
|
466
|
|
1,421
|
|
1,101
|
|
—
|
|
2,988
|
|
|||||
Goodwill
|
—
|
|
1,127
|
|
40
|
|
—
|
|
1,167
|
|
|||||
Intangible assets, net
|
—
|
|
965
|
|
159
|
|
(128
|
)
|
996
|
|
|||||
Deferred income taxes
|
3
|
|
417
|
|
55
|
|
—
|
|
475
|
|
|||||
Other non-current assets
|
14
|
|
68
|
|
137
|
|
—
|
|
219
|
|
|||||
TOTAL ASSETS
|
$
|
8,335
|
|
$
|
10,208
|
|
$
|
4,009
|
|
$
|
(15,097
|
)
|
$
|
7,455
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
58
|
|
$
|
534
|
|
$
|
301
|
|
$
|
—
|
|
$
|
893
|
|
Due to affiliates
|
2,323
|
|
51
|
|
742
|
|
(3,116
|
)
|
—
|
|
|||||
Short-term debt
|
—
|
|
2
|
|
1
|
|
—
|
|
3
|
|
|||||
Long-term debt – current portion
|
159
|
|
2
|
|
2
|
|
—
|
|
163
|
|
|||||
Total current liabilities
|
2,540
|
|
589
|
|
1,046
|
|
(3,116
|
)
|
1,059
|
|
|||||
Long-term debt, net of current portion
|
1,673
|
|
14
|
|
98
|
|
—
|
|
1,785
|
|
|||||
Due to affiliates
|
—
|
|
795
|
|
—
|
|
(795
|
)
|
—
|
|
|||||
Pension plan liability
|
283
|
|
—
|
|
101
|
|
—
|
|
384
|
|
|||||
Other employee benefits liability
|
—
|
|
226
|
|
11
|
|
—
|
|
237
|
|
|||||
Deferred income taxes
|
—
|
|
—
|
|
9
|
|
—
|
|
9
|
|
|||||
Other liabilities
|
52
|
|
183
|
|
46
|
|
(128
|
)
|
153
|
|
|||||
OWENS CORNING STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||||||
Preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Common stock
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
Additional paid in capital
|
3,956
|
|
6,302
|
|
1,712
|
|
(8,014
|
)
|
3,956
|
|
|||||
Accumulated earnings
|
1,091
|
|
2,099
|
|
945
|
|
(3,044
|
)
|
1,091
|
|
|||||
Accumulated other comprehensive deficit
|
(625
|
)
|
—
|
|
—
|
|
—
|
|
(625
|
)
|
|||||
Cost of common stock in treasury
|
(636
|
)
|
—
|
|
—
|
|
—
|
|
(636
|
)
|
|||||
Total Owens Corning stockholders’ equity
|
3,787
|
|
8,401
|
|
2,657
|
|
(11,058
|
)
|
3,787
|
|
|||||
Noncontrolling interests
|
—
|
|
—
|
|
41
|
|
—
|
|
41
|
|
|||||
Total equity
|
3,787
|
|
8,401
|
|
2,698
|
|
(11,058
|
)
|
3,828
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
8,335
|
|
$
|
10,208
|
|
$
|
4,009
|
|
$
|
(15,097
|
)
|
$
|
7,455
|
|
ASSETS
|
Parent
|
Guarantor
Subsidiaries |
Non-
Guarantor Subsidiaries |
Eliminations
|
Consolidated
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
48
|
|
$
|
48
|
|
$
|
—
|
|
$
|
96
|
|
Receivables, less allowances
|
—
|
|
—
|
|
709
|
|
—
|
|
709
|
|
|||||
Due from affiliates
|
—
|
|
3,148
|
|
—
|
|
(3,148
|
)
|
—
|
|
|||||
Inventories
|
—
|
|
389
|
|
255
|
|
—
|
|
644
|
|
|||||
Assets held for sale
|
—
|
|
—
|
|
12
|
|
—
|
|
12
|
|
|||||
Other current assets
|
11
|
|
21
|
|
15
|
|
—
|
|
47
|
|
|||||
Total current assets
|
11
|
|
3,606
|
|
1,039
|
|
(3,148
|
)
|
1,508
|
|
|||||
Investment in subsidiaries
|
7,704
|
|
2,503
|
|
559
|
|
(10,766
|
)
|
—
|
|
|||||
Due from affiliates
|
—
|
|
—
|
|
739
|
|
(739
|
)
|
—
|
|
|||||
Property, plant and equipment, net
|
463
|
|
1,404
|
|
1,089
|
|
—
|
|
2,956
|
|
|||||
Goodwill
|
—
|
|
1,127
|
|
40
|
|
—
|
|
1,167
|
|
|||||
Intangible assets, net
|
—
|
|
970
|
|
160
|
|
(131
|
)
|
999
|
|
|||||
Deferred income taxes
|
—
|
|
430
|
|
62
|
|
—
|
|
492
|
|
|||||
Other non-current assets
|
25
|
|
64
|
|
133
|
|
—
|
|
222
|
|
|||||
TOTAL ASSETS
|
$
|
8,203
|
|
$
|
10,104
|
|
$
|
3,821
|
|
$
|
(14,784
|
)
|
$
|
7,344
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
56
|
|
$
|
682
|
|
$
|
174
|
|
$
|
—
|
|
$
|
912
|
|
Due to affiliates
|
2,244
|
|
—
|
|
904
|
|
(3,148
|
)
|
—
|
|
|||||
Short-term debt
|
—
|
|
—
|
|
6
|
|
—
|
|
6
|
|
|||||
Long-term debt – current portion
|
160
|
|
2
|
|
1
|
|
—
|
|
163
|
|
|||||
Total current liabilities
|
2,460
|
|
684
|
|
1,085
|
|
(3,148
|
)
|
1,081
|
|
|||||
Long-term debt, net of current portion
|
1,668
|
|
14
|
|
20
|
|
—
|
|
1,702
|
|
|||||
Due to affiliates
|
—
|
|
739
|
|
—
|
|
(739
|
)
|
—
|
|
|||||
Pension plan liability
|
286
|
|
—
|
|
111
|
|
—
|
|
397
|
|
|||||
Other employee benefits liability
|
—
|
|
227
|
|
13
|
|
—
|
|
240
|
|
|||||
Deferred income taxes
|
—
|
|
—
|
|
8
|
|
—
|
|
8
|
|
|||||
Other liabilities
|
50
|
|
177
|
|
41
|
|
(131
|
)
|
137
|
|
|||||
OWENS CORNING STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|||||||||
Preferred stock
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Common stock
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
Additional paid in capital
|
3,965
|
|
6,260
|
|
1,618
|
|
(7,878
|
)
|
3,965
|
|
|||||
Accumulated earnings
|
1,055
|
|
2,003
|
|
885
|
|
(2,888
|
)
|
1,055
|
|
|||||
Accumulated other comprehensive deficit
|
(670
|
)
|
—
|
|
—
|
|
—
|
|
(670
|
)
|
|||||
Cost of common stock in treasury
|
(612
|
)
|
—
|
|
—
|
|
—
|
|
(612
|
)
|
|||||
Total Owens Corning stockholders’ equity
|
3,739
|
|
8,263
|
|
2,503
|
|
(10,766
|
)
|
3,739
|
|
|||||
Noncontrolling interests
|
—
|
|
—
|
|
40
|
|
—
|
|
40
|
|
|||||
Total equity
|
3,739
|
|
8,263
|
|
2,543
|
|
(10,766
|
)
|
3,779
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
8,203
|
|
$
|
10,104
|
|
$
|
3,821
|
|
$
|
(14,784
|
)
|
$
|
7,344
|
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
Net sales
|
$
|
1,231
|
|
$
|
1,203
|
|
Gross margin
|
$
|
272
|
|
$
|
209
|
|
% of net sales
|
22
|
%
|
17
|
%
|
||
Earnings before interest and taxes
|
$
|
116
|
|
$
|
58
|
|
Interest expense, net
|
$
|
23
|
|
$
|
26
|
|
Income tax expense
|
$
|
34
|
|
$
|
13
|
|
Net earnings attributable to Owens Corning
|
$
|
57
|
|
$
|
18
|
|
|
|
Three Months Ended March 31,
|
|||||
|
Location
|
2016
|
2015
|
||||
Restructuring costs
|
Cost of sales
|
$
|
—
|
|
$
|
2
|
|
Acquisition-related costs for InterWrap and Ahlstrom transactions
|
Marketing and administrative expenses
|
2
|
|
—
|
|
||
Total restructuring, acquisition and integration-related costs
|
|
$
|
2
|
|
$
|
2
|
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
Restructuring costs
|
$
|
—
|
|
$
|
(2
|
)
|
Acquisition-related costs for InterWrap and Ahlstrom transactions
|
(2
|
)
|
—
|
|
||
Total adjusting items
|
$
|
(2
|
)
|
$
|
(2
|
)
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
57
|
|
$
|
18
|
|
Net earnings attributable to noncontrolling interests
|
2
|
|
1
|
|
||
NET EARNINGS
|
59
|
|
19
|
|
||
Income tax expense
|
34
|
|
13
|
|
||
EARNINGS BEFORE TAXES
|
93
|
|
32
|
|
||
Interest expense, net
|
23
|
|
26
|
|
||
EARNINGS BEFORE INTEREST AND TAXES
|
116
|
|
58
|
|
||
Less: adjusting items from above
|
(2
|
)
|
(2
|
)
|
||
ADJUSTED EBIT
|
$
|
118
|
|
$
|
60
|
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
Net sales
|
$
|
473
|
|
$
|
474
|
|
% change from prior year
|
—
|
%
|
—
|
%
|
||
EBIT
|
$
|
64
|
|
$
|
60
|
|
EBIT as a % of net sales
|
14
|
%
|
13
|
%
|
||
Depreciation and amortization expense
|
$
|
34
|
|
$
|
32
|
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
Net sales
|
$
|
385
|
|
$
|
379
|
|
% change from prior year
|
2
|
%
|
7
|
%
|
||
EBIT
|
$
|
13
|
|
$
|
7
|
|
EBIT as a % of net sales
|
3
|
%
|
2
|
%
|
||
Depreciation and amortization expense
|
$
|
25
|
|
$
|
24
|
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
Net sales
|
$
|
429
|
|
$
|
393
|
|
% change from prior year
|
9
|
%
|
-21
|
%
|
||
EBIT
|
$
|
73
|
|
$
|
20
|
|
EBIT as a % of net sales
|
17
|
%
|
5
|
%
|
||
Depreciation and amortization expense
|
$
|
10
|
|
$
|
9
|
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
Restructuring costs
|
$
|
—
|
|
$
|
(2
|
)
|
Acquisition-related costs for InterWrap and Ahlstrom transactions
|
(2
|
)
|
—
|
|
||
General corporate expense and other
|
(32
|
)
|
(27
|
)
|
||
EBIT
|
$
|
(34
|
)
|
$
|
(29
|
)
|
Depreciation and amortization
|
$
|
7
|
|
$
|
10
|
|
|
Three Months Ended
March 31, |
|||||
|
2016
|
2015
|
||||
Cash balance
|
$
|
54
|
|
$
|
77
|
|
Net cash flow provided by (used for) operating activities
|
$
|
63
|
|
$
|
(116
|
)
|
Net cash flow used for investing activities
|
$
|
(98
|
)
|
$
|
(89
|
)
|
Net cash flow (used for) provided by financing activities
|
$
|
(8
|
)
|
$
|
214
|
|
Availability on the senior revolving credit facility
|
$
|
791
|
|
$
|
640
|
|
Availability on the receivables securitization facility
|
$
|
151
|
|
$
|
—
|
|
Availability on the term loan commitment
|
$
|
300
|
|
$
|
—
|
|
•
|
relationships with key customers;
|
•
|
levels of residential and commercial construction activity;
|
•
|
competitive and pricing factors;
|
•
|
levels of global industrial production;
|
•
|
demand for our products;
|
•
|
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;
|
•
|
domestic and 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, 2016
|
407,819
|
|
|
$
|
43.88
|
|
406,839
|
|
4,199,165
|
|
February 1-29, 2016
|
201,812
|
|
|
43.95
|
|
50,000
|
|
4,149,165
|
|
|
March 1-31, 2016
|
360,981
|
|
|
45.74
|
|
360,000
|
|
3,789,165
|
|
|
Total
|
970,612
|
|
*
|
$
|
44.59
|
|
816,839
|
|
3,789,165
|
|
*
|
The Company retained 153,773 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.
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
99,172,685
|
573,356
|
54,589
|
—
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
90,529,144
|
2,896,630
|
102,154
|
6,272,702
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
88,717,164
|
4,604,246
|
206,518
|
6,272,702
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
92,243,045
|
1,185,272
|
99,611
|
6,272,702
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
99,646,886
|
76,153
|
77,591
|
—
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
99,640,255
|
80,841
|
79,534
|
—
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
93,402,443
|
65,700
|
59,785
|
6,272,702
|
|
|
|
|
|
OWENS CORNING
|
|
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|
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|
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|
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Registrant
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Date:
|
|
April 27, 2016
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By:
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|
/s/ Michael C. McMurray
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|
|
Michael C. McMurray
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|
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Senior Vice President and
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Chief Financial Officer
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|
|
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Date:
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April 27, 2016
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By:
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/s/ Kelly J. Schmidt
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Kelly J. Schmidt
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Vice President and
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Controller
|
Exhibit
Number
|
Description
|
3.1
|
Amended and Restated Certificate of Incorporation (filed herewith).
|
|
|
3.2
|
Amended and Restated Bylaws (filed herewith).
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|
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10.37
|
First amendment to Credit Agreement, dated as of March 22, 2016 (incorporated by reference to Exhibit 10.1 of Owens Corning's Current Report on Form 8-K (File No. 1-33100), filed April 22, 2016).
|
|
|
10.38
|
Corporate Incentive Plan Terms Applicable to Certain Executive Officers (As Amended and Restated as of January 1, 2016) (filed herewith).*
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|
|
10.39
|
Owens Corning 2016 Stock Plan (filed herewith).*
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|
|
31.1
|
Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).
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|
|
31.2
|
Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).
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|
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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
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|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
(a)
|
The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors. Subject to any rights of the holders of any series of Preferred Stock to elect additional directors under specified circumstances, the number of directors that constitute the whole Board of Directors shall be such number as shall be fixed by, or in the manner provided in, the Bylaws of the Corporation. At each annual meeting of stockholders beginning in 2015, directors shall be elected annually for one-year terms expiring at the next succeeding annual meeting of stockholders. Notwithstanding the foregoing, the Class III directors elected at the 2012 annual meeting of stockholders shall continue to serve until the 2015 annual meeting of stockholders, the Class I directors elected at the 2013 annual meeting of stockholders shall continue to serve until the 2016 annual meeting of stockholders and the Class II directors elected at the 2014 annual meeting of stockholders shall continue to serve until the 2017 annual meeting of stockholders, subject, however, to prior death, resignation, retirement, disqualification or removal from office. Beginning with the 2017 annual meeting of stockholders, the entire Board of Directors shall be subject to election at each annual meeting of stockholders and the Board of Directors will no longer be divided into classes.
|
(b)
|
Notwithstanding any other provisions of this Article Eighth, each director shall serve until his or her successor is duly elected and qualified, unless he or she shall die, resign, retire, become disqualified or be removed. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.
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(c)
|
Any director may tender his or her resignation at any time. Subject to the rights of the holders of any series of Preferred Stock then outstanding with respect to directors appointed by the holders of such series of Preferred Stock, prior to and until the time at which the Board of Directors ceases to be classified pursuant to this Article Eighth, any director may be removed from office at any time, but only for cause and then only by the affirmative vote of the holders of at least a majority of the voting power of the then outstanding Voting Stock (as hereinafter defined), voting together as a single class. For purposes of this Amended and Restated
|
(d)
|
Director vacancies shall be filled in the manner set forth in the Bylaws of the Corporation.
|
(e)
|
Whenever the holders of any one or more series of Preferred Stock issued by the Corporation shall have the right, voting separately by series, to elect directors at an annual or special meeting of stockholders, the election, term of office, filling of vacancies and other features of such directorships shall be governed by this Article Eighth unless expressly otherwise provided by the resolution or resolutions providing for the creation of such series.
|
(f)
|
Elections for directors shall not be by ballot unless demand is made for election by ballot by a stockholder entitled to vote for the election of directors. With respect to the election of directors, each stockholder shall be entitled to cast for any candidate for election as a director only one vote per share and stockholders shall not be entitled to cumulate their votes and cast them in favor of one candidate or distribute them among any two or more candidates.
|
(g)
|
Notwithstanding any other provision of this Amended and Restated Certificate of Incorporation and subject to the other provisions of this Article Eighth, the Board of Directors shall determine the rights, powers, duties, rules and procedures that shall affect the directors’ power to manage and direct the business and affairs of the Corporation. Without limiting the foregoing, the Board of Directors shall designate and empower committees of the Board of Directors, shall elect and empower the officers of the Corporation, may appoint and empower other officers and agents of the Corporation, and shall determine the time and place of, and the notice requirements for, Board meetings, as well as quorum and voting requirements for, and the manner of taking, Board action.
|
(a)
|
The Corporation shall, to the fullest extent authorized or permitted by applicable law, indemnify any person made, or threatened to be made, a party to any action or proceeding (whether civil or criminal or otherwise) by reason of the fact that he or she, his or her testator or intestate, is or was a director or officer of the Corporation or by reason of the fact that such person, at the request of the Corporation, is or was serving as a director, manager, officer, employee or agent of any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise. The indemnification provided in this Article Tenth shall not be deemed exclusive of any rights to which any person may be entitled under any other provision of this Amended and Restated Certificate of Incorporation or any provision of the Bylaws of the Corporation, any agreement, vote of stockholders or disinterested directors, or otherwise.
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(b)
|
No director of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for any breach of fiduciary duty by such a director as a director. Notwithstanding the foregoing sentence, a director shall be liable to the extent provided by applicable law (i) for any breach of the director’s duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) pursuant to Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which such director derived an improper personal benefit.
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(c)
|
No amendment to or repeal of this Article Tenth shall apply to or have any effect on the liability or alleged liability of any director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment.
|
(a)
|
Notwithstanding anything contained in this Amended and Restated Certificate of Incorporation to the contrary, Article Eighth, Article Ninth, Article Tenth and Article Eleventh hereof shall not be altered, amended or repealed and no provision inconsistent therewith shall be adopted by the stockholders without the affirmative vote of the holders of at least 75% of the outstanding Voting Stock, voting together as a single class. Notwithstanding anything contained in this Amended and
|
(b)
|
Subject to Article Eleventh and paragraph (a) of Article Twelfth hereof, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Amended and Restated Certificate of Incorporation, or any amendment thereof, in the manner now or hereafter prescribed by statute, and all rights conferred upon the stockholders herein are granted subject to this reservation.
|
1.
|
Application
|
2.
|
Eligibility
|
3.
|
Administration
|
4.
|
Establishment of Performance Goals and Award Opportunities
|
5.
|
Maximum Award
|
6.
|
Attainment of Performance Goals Required
|
7.
|
Shareholder Approval and Committee Certification Contingencies; Payment of Awards
|
8.
|
Amendment or Termination
|
9.
|
Interpretation and Construction
|
10.
|
Governing Law
|
1.
|
Introduction
.
|
(a)
|
Restricted Stock Units.
|
(b)
|
Grant Date.
|
(c)
|
Vesting Date.
|
(d)
|
Closed Period.
|
(e)
|
Disability.
|
(f)
|
Grant of Restricted Stock Units.
|
(g)
|
Vesting of Stock Units.
|
(h)
|
Holding of Shares.
|
(i)
|
French Participant’s Account.
|
(j)
|
Cash Dividends.
|
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.
|