|
|
|
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
June 30, |
Six Months Ended June 30,
|
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
NET SALES
|
$
|
1,545
|
|
$
|
1,403
|
|
$
|
2,776
|
|
$
|
2,606
|
|
COST OF SALES
|
1,129
|
|
1,095
|
|
2,088
|
|
2,089
|
|
||||
Gross margin
|
416
|
|
308
|
|
688
|
|
517
|
|
||||
OPERATING EXPENSES
|
|
|
|
|
||||||||
Marketing and administrative expenses
|
151
|
|
130
|
|
285
|
|
259
|
|
||||
Science and technology expenses
|
21
|
|
18
|
|
40
|
|
35
|
|
||||
Other expenses, net
|
4
|
|
4
|
|
7
|
|
9
|
|
||||
Total operating expenses
|
176
|
|
152
|
|
332
|
|
303
|
|
||||
EARNINGS BEFORE INTEREST AND TAXES
|
240
|
|
156
|
|
356
|
|
214
|
|
||||
Interest expense, net
|
29
|
|
26
|
|
52
|
|
52
|
|
||||
Gain on extinguishment of debt
|
—
|
|
(5
|
)
|
—
|
|
(5
|
)
|
||||
EARNINGS BEFORE TAXES
|
211
|
|
135
|
|
304
|
|
167
|
|
||||
Income tax expense
|
73
|
|
44
|
|
107
|
|
57
|
|
||||
Equity in net earnings of affiliates
|
1
|
|
1
|
|
1
|
|
1
|
|
||||
NET EARNINGS
|
139
|
|
92
|
|
198
|
|
111
|
|
||||
Net earnings attributable to noncontrolling interests
|
1
|
|
1
|
|
3
|
|
2
|
|
||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
138
|
|
$
|
91
|
|
$
|
195
|
|
$
|
109
|
|
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
|
|
|
|
|
||||||||
Basic
|
$
|
1.20
|
|
$
|
0.77
|
|
$
|
1.69
|
|
$
|
0.93
|
|
Diluted
|
$
|
1.19
|
|
$
|
0.77
|
|
$
|
1.67
|
|
$
|
0.92
|
|
Dividend
|
$
|
0.18
|
|
$
|
0.17
|
|
$
|
0.36
|
|
$
|
0.34
|
|
WEIGHTED AVERAGE COMMON SHARES
|
|
|
|
|
||||||||
Basic
|
115.1
|
|
117.5
|
|
115.3
|
|
117.6
|
|
||||
Diluted
|
116.4
|
|
118.3
|
|
116.5
|
|
118.3
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
NET EARNINGS
|
$
|
139
|
|
$
|
92
|
|
$
|
198
|
|
$
|
111
|
|
Currency translation adjustment (net of tax of $(4) and $3 for the three months ended June 30, 2016 and 2015, respectively, and $1 and $(2) for the six months ended June 30, 2016 and 2015, respectively)
|
(13
|
)
|
7
|
|
21
|
|
(43
|
)
|
||||
Pension and other postretirement adjustment (net of tax of $1 and $(1) for the three months ended June 30, 2016 and 2015, respectively, and $3 and $(3) for the six months ended June 30, 2016 and 2015, respectively)
|
—
|
|
(2
|
)
|
10
|
|
6
|
|
||||
Deferred gain on hedging (net of tax of $(2) and $(1) for the three months ended June 30, 2016 and 2015, respectively, and $(2) and $(2) for the six months ended June 30, 2016 and 2015, respectively)
|
3
|
|
2
|
|
4
|
|
3
|
|
||||
COMPREHENSIVE EARNINGS
|
129
|
|
99
|
|
233
|
|
77
|
|
||||
Comprehensive earnings attributable to noncontrolling interests
|
1
|
|
1
|
|
3
|
|
2
|
|
||||
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
128
|
|
$
|
98
|
|
$
|
230
|
|
$
|
75
|
|
(a)
|
10 shares authorized; none issued or outstanding at
June 30, 2016
and
December 31, 2015
|
(b)
|
400 shares authorized;
135.5
issued and 114.9 outstanding at
June 30, 2016
; 135.5 issued and 115.9 outstanding at
December 31, 2015
|
(c)
|
20.4 shares at
June 30, 2016
, and 19.6 shares at
December 31, 2015
|
|
Six Months Ended June 30,
|
|||||
|
2016
|
2015
|
||||
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
|
|
|
||||
Net earnings
|
$
|
198
|
|
$
|
111
|
|
Adjustments to reconcile net earnings to cash provided by (used for) operating activities:
|
|
|
||||
Depreciation and amortization
|
158
|
|
151
|
|
||
Gain on sale of fixed assets
|
—
|
|
(1
|
)
|
||
Deferred income taxes
|
83
|
|
37
|
|
||
Provision for pension and other employee benefits liabilities
|
3
|
|
7
|
|
||
Stock-based compensation expense
|
17
|
|
14
|
|
||
Other non-cash
|
(5
|
)
|
(11
|
)
|
||
Gain on extinguishment of debt
|
—
|
|
(5
|
)
|
||
Changes in operating assets and liabilities
|
(117
|
)
|
(175
|
)
|
||
Pension fund contribution
|
(9
|
)
|
(25
|
)
|
||
Payments for other employee benefits liabilities
|
(9
|
)
|
(10
|
)
|
||
Other
|
7
|
|
13
|
|
||
Net cash flow provided by operating activities
|
326
|
|
106
|
|
||
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
||||
Cash paid for property, plant and equipment
|
(187
|
)
|
(177
|
)
|
||
Proceeds from the sale of assets or affiliates
|
—
|
|
2
|
|
||
Investment in subsidiaries and affiliates, net of cash acquired
|
(450
|
)
|
—
|
|
||
Purchases of alloy
|
—
|
|
(7
|
)
|
||
Proceeds from sale of alloy
|
—
|
|
7
|
|
||
Other
|
2
|
|
—
|
|
||
Net cash flow used for investing activities
|
(635
|
)
|
(175
|
)
|
||
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
|
|
|
||||
Proceeds from senior revolving credit and receivables securitization facilities
|
434
|
|
819
|
|
||
Proceeds from term loan borrowing
|
300
|
|
—
|
|
||
Payments on senior revolving credit and receivables securitization facilities
|
(326
|
)
|
(634
|
)
|
||
Payments on long-term debt
|
—
|
|
(8
|
)
|
||
Net decrease in short-term debt
|
(6
|
)
|
(19
|
)
|
||
Cash dividends paid
|
(40
|
)
|
(39
|
)
|
||
Purchases of treasury stock
|
(87
|
)
|
(47
|
)
|
||
Other
|
4
|
|
11
|
|
||
Net cash flow provided by financing activities
|
279
|
|
83
|
|
||
Effect of exchange rate changes on cash
|
1
|
|
(1
|
)
|
||
Net (decrease) increase in cash and cash equivalents
|
(29
|
)
|
13
|
|
||
Cash and cash equivalents at beginning of period
|
96
|
|
67
|
|
||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
67
|
|
$
|
80
|
|
1.
|
GENERAL
|
2.
|
SEGMENT INFORMATION
|
2.
|
SEGMENT INFORMATION (continued)
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
Reportable Segments
|
|
|
|
|
||||||||
Composites
|
$
|
517
|
|
497
|
|
$
|
990
|
|
$
|
971
|
|
|
Insulation
|
414
|
|
451
|
|
799
|
|
830
|
|
||||
Roofing
|
679
|
|
503
|
|
1,108
|
|
896
|
|
||||
Total reportable segments
|
1,610
|
|
1,451
|
|
2,897
|
|
2,697
|
|
||||
Corporate eliminations
|
(65
|
)
|
(48
|
)
|
(121
|
)
|
(91
|
)
|
||||
NET SALES
|
$
|
1,545
|
|
$
|
1,403
|
|
$
|
2,776
|
|
$
|
2,606
|
|
2.
|
SEGMENT INFORMATION (continued)
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
Reportable Segments
|
|
|
|
|
||||||||
Composites
|
$
|
74
|
|
67
|
|
$
|
138
|
|
$
|
127
|
|
|
Insulation
|
32
|
|
25
|
|
45
|
|
32
|
|
||||
Roofing
|
169
|
|
90
|
|
242
|
|
110
|
|
||||
Total reportable segments
|
275
|
|
182
|
|
425
|
|
269
|
|
||||
Restructuring costs
|
(2
|
)
|
—
|
|
(2
|
)
|
(2
|
)
|
||||
Acquisition-related costs for InterWrap and Ahlstrom transactions
|
(3
|
)
|
—
|
|
(5
|
)
|
—
|
|
||||
Recognition of InterWrap inventory fair value step-up
|
(8
|
)
|
—
|
|
(8
|
)
|
|
|||||
General corporate expense and other
|
(22
|
)
|
(26
|
)
|
(54
|
)
|
(53
|
)
|
||||
EBIT
|
$
|
240
|
|
$
|
156
|
|
$
|
356
|
|
$
|
214
|
|
3.
|
INVENTORIES
|
|
June 30, 2016
|
December 31, 2015
|
||||
Finished goods
|
$
|
525
|
|
$
|
436
|
|
Materials and supplies
|
228
|
|
208
|
|
||
Total inventories
|
$
|
753
|
|
$
|
644
|
|
4.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
|
|
|
Fair Value at
|
||||||
|
Location
|
|
June 30, 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
|
|
$
|
2
|
|
|
$
|
6
|
|
Amount of gain recognized in OCI (effective portion)
|
OCI
|
|
$
|
11
|
|
|
$
|
14
|
|
Fair value hedges
|
|
|
|
|
|
||||
Interest rate swaps
|
Other non-current assets
|
|
$
|
—
|
|
|
$
|
4
|
|
Cash flow hedges:
|
|
|
|
|
|
||||
Natural gas forward swaps
|
Other current assets
|
|
$
|
3
|
|
|
$
|
—
|
|
Amount of gain recognized in OCI (effective portion)
|
OCI
|
|
$
|
2
|
|
|
$
|
—
|
|
Derivative liabilities designated as hedging instruments:
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
||||
Natural gas forward swaps
|
Accounts payable and
accrued liabilities
|
|
$
|
—
|
|
|
$
|
5
|
|
Amount of loss recognized in OCI related to natural gas forward swaps (effective portion)
|
OCI
|
|
$
|
—
|
|
|
$
|
5
|
|
Amount of loss recognized in OCI related to foreign exchange contracts (effective portion)
|
OCI
|
|
$
|
—
|
|
|
$
|
1
|
|
Treasury interest rate lock
|
Accounts payable and accrued liabilities
|
|
$
|
2
|
|
|
$
|
—
|
|
Amount of loss recognized in OCI related to treasury interest rate lock
|
OCI
|
|
$
|
2
|
|
|
$
|
—
|
|
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
|
|
Foreign exchange contracts
|
Accounts payable and
accrued liabilities
|
|
$
|
3
|
|
|
$
|
—
|
|
|
|
|
Notional Amount
|
||
|
Unit of Measure
|
|
June 30, 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
|
|
|
Treasury interest rate lock
|
U.S. Dollars
|
|
$
|
200
|
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
Location
|
2016
|
2015
|
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
|
|
$
|
6
|
|
$
|
6
|
|
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:
|
|
|
|
|
|
||||||||
Natural gas and electricity:
|
|
|
|
|
|
||||||||
Amount of (gain) recognized in earnings
|
Other expenses, net
|
$
|
—
|
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
(1
|
)
|
Foreign currency exchange contract:
|
|
|
|
|
|
||||||||
Amount of (gain)/loss recognized in earnings (a)
|
Other expenses, net
|
$
|
3
|
|
$
|
(1
|
)
|
$
|
6
|
|
$
|
—
|
|
(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.
|
June 30, 2016
|
Weighted
Average
Useful Life
|
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Customer relationships
|
21
|
|
$
|
253
|
|
$
|
(88
|
)
|
$
|
165
|
|
Technology
|
19
|
|
216
|
|
(97
|
)
|
119
|
|
|||
Franchise and other agreements
|
9
|
|
45
|
|
(22
|
)
|
23
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
845
|
|
—
|
|
845
|
|
|||
Total intangible assets
|
|
|
$
|
1,359
|
|
$
|
(207
|
)
|
$
|
1,152
|
|
Goodwill
|
|
|
$
|
1,344
|
|
|
|
December 31, 2015
|
Weighted
Average
Useful Life
|
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Customer relationships
|
18
|
|
$
|
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
|
|
Acquisitions (see Note 7)
|
81
|
|
|
23
|
|
|
—
|
|
|
59
|
|
|
163
|
|
|||||
Additional Franchises and Agreements
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Balance at June 30, 2016
|
$
|
253
|
|
|
$
|
216
|
|
|
$
|
45
|
|
|
$
|
845
|
|
|
$
|
1,359
|
|
|
Composites
|
|
Insulation
|
|
Roofing
|
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
56
|
|
|
$
|
888
|
|
|
$
|
223
|
|
|
$
|
1,167
|
|
Acquisitions (see Note 7)
|
—
|
|
|
—
|
|
|
178
|
|
|
178
|
|
||||
Foreign currency translation
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Balance at June 30, 2016
|
$
|
55
|
|
|
$
|
888
|
|
|
$
|
401
|
|
|
$
|
1,344
|
|
6.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
June 30,
2016 |
December 31, 2015
|
||||
Land
|
$
|
192
|
|
$
|
186
|
|
Buildings and leasehold improvements
|
863
|
|
788
|
|
||
Machinery and equipment
|
3,731
|
|
3,478
|
|
||
Construction in progress
|
249
|
|
359
|
|
||
|
5,035
|
|
4,811
|
|
||
Accumulated depreciation
|
(1,976
|
)
|
(1,855
|
)
|
||
Property, plant and equipment, net
|
$
|
3,059
|
|
$
|
2,956
|
|
|
Six Months Ended June 30, 2016
|
||
Beginning balance
|
$
|
43
|
|
Amounts accrued for current year
|
11
|
|
|
Settlements of warranty claims
|
(6
|
)
|
|
Ending balance
|
$
|
48
|
|
Location
|
Ahlstrom Acquisition
|
InterWrap Acquisition
|
Total
|
||||||
Cost of sales
|
$
|
—
|
|
$
|
1
|
|
$
|
1
|
|
Marketing and administrative expenses
|
1
|
|
3
|
|
4
|
|
|||
Total acquisition-related costs
|
$
|
1
|
|
$
|
4
|
|
$
|
5
|
|
|
2014 Cost Reduction Actions
|
||
Balance at December 31, 2015
|
$
|
7
|
|
Restructuring costs
|
2
|
|
|
Payments
|
(2
|
)
|
|
Non-cash items and reclassifications to other accounts
|
(2
|
)
|
|
Balance at June 30, 2016
|
$
|
5
|
|
10.
|
DEBT
|
|
June 30, 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
|
391
|
|
390
|
|
||
7.00% senior notes, net of discount and financing fees, due 2036
|
536
|
|
536
|
|
||
Term loan borrowing, due 2020
|
300
|
|
—
|
|
||
Accounts receivable securitization facility, maturing in 2018
|
108
|
|
—
|
|
||
Various capital leases, due through and beyond 2050
|
35
|
|
36
|
|
||
Fair value adjustment to debt
|
9
|
|
6
|
|
||
Total long-term debt
|
2,276
|
|
1,865
|
|
||
Less – current portion
|
177
|
|
163
|
|
||
Long-term debt, net of current portion
|
$
|
2,099
|
|
$
|
1,702
|
|
10.
|
DEBT (continued)
|
10.
|
DEBT (continued)
|
11
.
|
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
|
|
Three Months Ended June 30, 2016
|
Three Months Ended June 30, 2015
|
||||||||||||||||
|
U.S.
|
Non-U.S.
|
Total
|
U.S.
|
Non-U.S.
|
Total
|
||||||||||||
Components of Net Periodic Pension Cost
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
1
|
|
$
|
1
|
|
$
|
2
|
|
$
|
2
|
|
$
|
1
|
|
$
|
3
|
|
Interest cost
|
11
|
|
5
|
|
16
|
|
11
|
|
5
|
|
16
|
|
||||||
Expected return on plan assets
|
(15
|
)
|
(6
|
)
|
(21
|
)
|
(14
|
)
|
(7
|
)
|
(21
|
)
|
||||||
Amortization of actuarial loss
|
4
|
|
1
|
|
5
|
|
3
|
|
1
|
|
4
|
|
||||||
Curtailment gain
|
—
|
|
(6
|
)
|
(6
|
)
|
—
|
|
(1
|
)
|
(1
|
)
|
||||||
Contractual termination benefit
|
—
|
|
2
|
|
2
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic pension cost
|
$
|
1
|
|
$
|
(3
|
)
|
$
|
(2
|
)
|
$
|
2
|
|
$
|
(1
|
)
|
$
|
1
|
|
11.
|
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (continued)
|
|
Six Months Ended June 30, 2016
|
Six Months Ended June 30, 2015
|
||||||||||||||||
|
U.S.
|
Non-U.S.
|
Total
|
U.S.
|
Non-U.S.
|
Total
|
||||||||||||
Components of Net Periodic Pension Cost
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
3
|
|
$
|
2
|
|
$
|
5
|
|
$
|
4
|
|
$
|
2
|
|
$
|
6
|
|
Interest cost
|
22
|
|
9
|
|
31
|
|
22
|
|
10
|
|
32
|
|
||||||
Expected return on plan assets
|
(29
|
)
|
(12
|
)
|
(41
|
)
|
(29
|
)
|
(13
|
)
|
(42
|
)
|
||||||
Amortization of actuarial loss
|
7
|
|
2
|
|
9
|
|
7
|
|
2
|
|
9
|
|
||||||
Curtailment gain
|
—
|
|
(6
|
)
|
(6
|
)
|
—
|
|
(1
|
)
|
(1
|
)
|
||||||
Contractual termination benefit
|
—
|
|
2
|
|
2
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic pension cost
|
$
|
3
|
|
$
|
(3
|
)
|
$
|
—
|
|
$
|
4
|
|
$
|
—
|
|
$
|
4
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
$
|
1
|
|
Interest cost
|
2
|
|
2
|
|
4
|
|
4
|
|
||||
Amortization of prior service cost
|
(1
|
)
|
(1
|
)
|
(2
|
)
|
(2
|
)
|
||||
Net periodic benefit cost
|
$
|
1
|
|
$
|
1
|
|
$
|
3
|
|
$
|
3
|
|
12
.
|
CONTINGENT LIABILITIES AND OTHER MATTERS
|
12.
|
CONTINGENT LIABILITIES AND OTHER MATTERS (continued)
|
13.
|
STOCK COMPENSATION
|
13.
|
STOCK COMPENSATION (continued)
|
|
Six Months Ended June 30, 2016
|
||||
|
Number of
Options
|
Weighted-
Average
Exercise Price
|
|||
Beginning Balance
|
1,953,320
|
|
$
|
31.09
|
|
Exercised
|
(252,145
|
)
|
30.63
|
|
|
Forfeited
|
(11,350
|
)
|
38.50
|
|
|
Ending Balance
|
1,689,825
|
|
$
|
31.11
|
|
|
Options Outstanding
|
Options Exercisable
|
||||||||||
|
Options
Outstanding
|
Weighted-Average
|
Number
Exercisable
at June 30, 2016
|
Weighted-Average
|
||||||||
Range of Exercise Prices
|
Remaining
Contractual Life
|
Exercise
Price
|
Remaining
Contractual Life
|
Exercise
Price
|
||||||||
$13.89-$42.16
|
1,689,825
|
|
4.24
|
$
|
31.11
|
|
1,488,850
|
|
3.83
|
$
|
30.05
|
|
13.
|
STOCK COMPENSATION (continued)
|
|
Six Months Ended
June 30, 2016 |
||||
|
Number of Shares/Units
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Beginning Balance
|
1,707,490
|
|
$
|
35.37
|
|
Granted
|
513,243
|
|
45.32
|
|
|
Vested
|
(378,613
|
)
|
37.55
|
|
|
Forfeited
|
(26,800
|
)
|
38.61
|
|
|
Ending Balance
|
1,815,320
|
|
$
|
37.64
|
|
13.
|
STOCK COMPENSATION (continued)
|
|
Six Months Ended
June 30, 2016 |
||||
|
Number
of PSUs
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Beginning Balance
|
431,400
|
|
$
|
44.52
|
|
Granted
|
244,250
|
|
48.74
|
|
|
Forfeited
|
(11,300
|
)
|
44.50
|
|
|
Ending Balance
|
664,350
|
|
$
|
46.07
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
Net earnings attributable to Owens Corning
|
$
|
138
|
|
$
|
91
|
|
$
|
195
|
|
$
|
109
|
|
Weighted-average number of shares outstanding used for basic earnings per share
|
115.1
|
|
117.5
|
|
115.3
|
|
117.6
|
|
||||
Non-vested restricted and performance shares
|
0.8
|
|
0.4
|
|
0.8
|
|
0.3
|
|
||||
Options to purchase common stock
|
0.5
|
|
0.4
|
|
0.4
|
|
0.4
|
|
||||
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share
|
116.4
|
|
118.3
|
|
116.5
|
|
118.3
|
|
||||
Earnings per common share attributable to Owens Corning common stockholders:
|
|
|
|
|
||||||||
Basic
|
$
|
1.20
|
|
$
|
0.77
|
|
$
|
1.69
|
|
$
|
0.93
|
|
Diluted
|
$
|
1.19
|
|
$
|
0.77
|
|
$
|
1.67
|
|
$
|
0.92
|
|
|
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
|
$
|
10
|
|
$
|
—
|
|
$
|
10
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
5
|
|
$
|
—
|
|
$
|
5
|
|
$
|
—
|
|
|
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
|
|
$
|
—
|
|
|
June 30, 2016
|
December 31, 2015
|
||
6.50% senior notes, net of discount, due 2016
|
102
|
%
|
103
|
%
|
9.00% senior notes, net of discount, due 2019
|
117
|
%
|
116
|
%
|
4.20% senior notes, net of discount, due 2022
|
104
|
%
|
99
|
%
|
4.20% senior notes, net of discount, due 2024
|
105
|
%
|
100
|
%
|
7.00% senior notes, net of discount, due 2036
|
120
|
%
|
105
|
%
|
|
Three Months Ended
June 30, |
Six Months Ended
June 30, |
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
Income tax expense
|
$
|
73
|
|
$
|
44
|
|
$
|
107
|
|
$
|
57
|
|
Effective tax rate
|
35
|
%
|
33
|
%
|
35
|
%
|
34
|
%
|
17.
|
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE DEFICIT
|
|
Three Months Ended June 30,
|
Six Months Ended
June 30, |
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
Currency Translation Adjustment
|
|
|
|
|
||||||||
Beginning balance
|
$
|
(213
|
)
|
$
|
(183
|
)
|
$
|
(247
|
)
|
$
|
(133
|
)
|
Net investment hedge amounts classified into AOCI, net of tax
|
5
|
|
(4
|
)
|
(2
|
)
|
3
|
|
||||
Foreign currency translation amounts classified into AOCI
|
(18
|
)
|
11
|
|
23
|
|
(46
|
)
|
||||
Other comprehensive income/(loss), net of tax
|
(13
|
)
|
7
|
|
21
|
|
(43
|
)
|
||||
Ending balance
|
$
|
(226
|
)
|
$
|
(176
|
)
|
$
|
(226
|
)
|
$
|
(176
|
)
|
|
|
|
|
|
||||||||
|
|
|
|
|
||||||||
Pension and Other Postretirement Adjustment
|
|
|
|
|
||||||||
Beginning balance
|
$
|
(409
|
)
|
$
|
(404
|
)
|
$
|
(419
|
)
|
$
|
(412
|
)
|
Amounts reclassified from AOCI to net earnings, net of tax (a)
|
(2
|
)
|
2
|
|
—
|
|
4
|
|
||||
Amounts classified into AOCI, net of tax
|
2
|
|
(4
|
)
|
10
|
|
2
|
|
||||
Other comprehensive income, net of tax
|
—
|
|
(2
|
)
|
10
|
|
6
|
|
||||
Ending balance
|
$
|
(409
|
)
|
$
|
(406
|
)
|
$
|
(409
|
)
|
$
|
(406
|
)
|
|
|
|
|
|
||||||||
|
|
|
|
|
||||||||
Deferred Gain (Loss) on Hedging
|
|
|
|
|
||||||||
Beginning balance
|
$
|
(3
|
)
|
$
|
(4
|
)
|
$
|
(4
|
)
|
$
|
(5
|
)
|
Amounts reclassified from AOCI to net earnings, net of tax (b)
|
1
|
|
2
|
|
4
|
|
4
|
|
||||
Amounts classified into AOCI, net of tax
|
2
|
|
—
|
|
—
|
|
(1
|
)
|
||||
Other comprehensive income, net of tax
|
3
|
|
2
|
|
4
|
|
3
|
|
||||
Ending balance
|
$
|
—
|
|
$
|
(2
|
)
|
$
|
—
|
|
$
|
(2
|
)
|
|
|
|
|
|
||||||||
|
|
|
|
|
||||||||
Total AOCI ending balance
|
$
|
(635
|
)
|
$
|
(584
|
)
|
$
|
(635
|
)
|
$
|
(584
|
)
|
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, 2016-10, 2016-11 and 2016-12
|
This standard outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers. Entities can adopt this standard either through a retrospective or modified-retrospective approach.
|
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. Entities will adopt this standard through a retrospective approach.
|
January 1, 2019
|
We are currently assessing the impact this standard will have 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.
|
ASU 2016-13 "Financial Instruments - Credit Losses (Topic 326)"
|
This standard replaces the incurred loss methodology for recognizing credit losses with a current expected credit losses model and applies to all financial assets, including trade receivables. Entities will adopt the standard using a modified-retrospective approach.
|
January 1, 2020
|
We are currently assessing the impact this standard will have on our Consolidated Financial Statements.
|
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.
|
Description
|
Parent
|
Guarantor Subsidiaries
|
Non-Guarantor Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
Due from affiliates - current
|
$
|
—
|
|
$
|
(287
|
)
|
$
|
—
|
|
$
|
287
|
|
$
|
—
|
|
Investment in subsidiaries
|
—
|
|
(452
|
)
|
—
|
|
452
|
|
—
|
|
|||||
Due from affiliates
|
—
|
|
—
|
|
(739
|
)
|
739
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
—
|
|
$
|
(739
|
)
|
$
|
(739
|
)
|
$
|
1,478
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||||||
Due to affiliates - current
|
$
|
—
|
|
$
|
—
|
|
$
|
(287
|
)
|
$
|
287
|
|
$
|
—
|
|
Due to affiliates
|
—
|
|
(739
|
)
|
—
|
|
739
|
|
—
|
|
|||||
Total equity
|
—
|
|
—
|
|
(452
|
)
|
452
|
|
—
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
—
|
|
$
|
(739
|
)
|
$
|
(739
|
)
|
$
|
1,478
|
|
$
|
—
|
|
Description
|
Parent
|
Guarantor Subsidiaries
|
Non-Guarantor Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
Due from affiliates - current
|
$
|
—
|
|
$
|
(474
|
)
|
$
|
—
|
|
$
|
474
|
|
$
|
—
|
|
Investment in subsidiaries
|
(484
|
)
|
(569
|
)
|
(559
|
)
|
1,612
|
|
—
|
|
|||||
TOTAL ASSETS
|
$
|
(484
|
)
|
$
|
(1,043
|
)
|
$
|
(559
|
)
|
$
|
2,086
|
|
$
|
—
|
|
|
|
|
|
|
|
||||||||||
Due to affiliates - current
|
$
|
(484
|
)
|
$
|
—
|
|
$
|
10
|
|
$
|
474
|
|
$
|
—
|
|
Total equity
|
—
|
|
(1,043
|
)
|
(569
|
)
|
1,612
|
|
—
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
(484
|
)
|
$
|
(1,043
|
)
|
$
|
(559
|
)
|
$
|
2,086
|
|
$
|
—
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
$
|
1,090
|
|
$
|
567
|
|
$
|
(112
|
)
|
$
|
1,545
|
|
COST OF SALES
|
1
|
|
821
|
|
419
|
|
(112
|
)
|
1,129
|
|
|||||
Gross margin
|
(1
|
)
|
269
|
|
148
|
|
—
|
|
416
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
35
|
|
81
|
|
35
|
|
—
|
|
151
|
|
|||||
Science and technology expenses
|
—
|
|
17
|
|
4
|
|
—
|
|
21
|
|
|||||
Other expenses, net
|
(1
|
)
|
23
|
|
(18
|
)
|
—
|
|
4
|
|
|||||
Total operating expenses
|
34
|
|
121
|
|
21
|
|
—
|
|
176
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(35
|
)
|
148
|
|
127
|
|
—
|
|
240
|
|
|||||
Interest expense, net
|
24
|
|
(1
|
)
|
6
|
|
—
|
|
29
|
|
|||||
Gain on extinguishment of debt
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
EARNINGS BEFORE TAXES
|
(59
|
)
|
149
|
|
121
|
|
—
|
|
211
|
|
|||||
Income tax expense
|
(31
|
)
|
71
|
|
33
|
|
—
|
|
73
|
|
|||||
Equity in net earnings of subsidiaries
|
166
|
|
88
|
|
—
|
|
(254
|
)
|
—
|
|
|||||
Equity in net earnings of affiliates
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
NET EARNINGS
|
138
|
|
166
|
|
89
|
|
(254
|
)
|
139
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
138
|
|
$
|
166
|
|
$
|
88
|
|
$
|
(254
|
)
|
$
|
138
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
$
|
992
|
|
$
|
505
|
|
$
|
(94
|
)
|
$
|
1,403
|
|
COST OF SALES
|
1
|
|
794
|
|
394
|
|
(94
|
)
|
1,095
|
|
|||||
Gross margin
|
(1
|
)
|
198
|
|
111
|
|
—
|
|
308
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
30
|
|
70
|
|
30
|
|
—
|
|
130
|
|
|||||
Science and technology expenses
|
—
|
|
15
|
|
3
|
|
—
|
|
18
|
|
|||||
Other expenses, net
|
(9
|
)
|
6
|
|
7
|
|
—
|
|
4
|
|
|||||
Total operating expenses
|
21
|
|
91
|
|
40
|
|
—
|
|
152
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(22
|
)
|
107
|
|
71
|
|
—
|
|
156
|
|
|||||
Interest expense, net
|
24
|
|
1
|
|
1
|
|
—
|
|
26
|
|
|||||
Gain on extinguishment of debt
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
(5
|
)
|
|||||
EARNINGS BEFORE TAXES
|
(41
|
)
|
106
|
|
70
|
|
—
|
|
135
|
|
|||||
Income tax expense
|
(14
|
)
|
37
|
|
21
|
|
—
|
|
44
|
|
|||||
Equity in net earnings of subsidiaries
|
118
|
|
49
|
|
—
|
|
(167
|
)
|
—
|
|
|||||
Equity in net earnings of affiliates
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
NET EARNINGS
|
91
|
|
118
|
|
50
|
|
(167
|
)
|
92
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
91
|
|
$
|
118
|
|
$
|
49
|
|
$
|
(167
|
)
|
$
|
91
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
$
|
1,977
|
|
$
|
1,025
|
|
$
|
(226
|
)
|
$
|
2,776
|
|
COST OF SALES
|
2
|
|
1,551
|
|
761
|
|
(226
|
)
|
2,088
|
|
|||||
Gross margin
|
(2
|
)
|
426
|
|
264
|
|
—
|
|
688
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
68
|
|
153
|
|
64
|
|
—
|
|
285
|
|
|||||
Science and technology expenses
|
—
|
|
33
|
|
7
|
|
—
|
|
40
|
|
|||||
Other expenses, net
|
(3
|
)
|
35
|
|
(25
|
)
|
—
|
|
7
|
|
|||||
Total operating expenses
|
65
|
|
221
|
|
46
|
|
—
|
|
332
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(67
|
)
|
205
|
|
218
|
|
—
|
|
356
|
|
|||||
Interest expense, net
|
46
|
|
(1
|
)
|
7
|
|
—
|
|
52
|
|
|||||
Gain on extinguishment of debt
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
EARNINGS BEFORE TAXES
|
(113
|
)
|
206
|
|
211
|
|
—
|
|
304
|
|
|||||
Income tax expense
|
(50
|
)
|
95
|
|
62
|
|
—
|
|
107
|
|
|||||
Equity in net earnings of subsidiaries
|
258
|
|
147
|
|
—
|
|
(405
|
)
|
—
|
|
|||||
Equity in net earnings of affiliates
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
NET EARNINGS
|
195
|
|
258
|
|
150
|
|
(405
|
)
|
198
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
3
|
|
—
|
|
3
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
195
|
|
$
|
258
|
|
$
|
147
|
|
$
|
(405
|
)
|
$
|
195
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
$
|
1,833
|
|
$
|
962
|
|
$
|
(189
|
)
|
$
|
2,606
|
|
COST OF SALES
|
1
|
|
1,515
|
|
762
|
|
(189
|
)
|
$
|
2,089
|
|
||||
Gross margin
|
(1
|
)
|
318
|
|
200
|
|
—
|
|
517
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
62
|
|
138
|
|
59
|
|
—
|
|
259
|
|
|||||
Science and technology expenses
|
—
|
|
29
|
|
6
|
|
—
|
|
35
|
|
|||||
Other expenses, net
|
(17
|
)
|
12
|
|
14
|
|
—
|
|
9
|
|
|||||
Total operating expenses
|
45
|
|
179
|
|
79
|
|
—
|
|
303
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(46
|
)
|
139
|
|
121
|
|
—
|
|
214
|
|
|||||
Interest expense, net
|
48
|
|
2
|
|
2
|
|
—
|
|
52
|
|
|||||
Gain on extinguishment of debt
|
(5
|
)
|
—
|
|
—
|
|
—
|
|
(5
|
)
|
|||||
EARNINGS BEFORE TAXES
|
(89
|
)
|
137
|
|
119
|
|
—
|
|
167
|
|
|||||
Income tax expense
|
(29
|
)
|
46
|
|
40
|
|
—
|
|
57
|
|
|||||
Equity in net earnings of subsidiaries
|
169
|
|
78
|
|
—
|
|
(247
|
)
|
—
|
|
|||||
Equity in net earnings of affiliates
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
NET EARNINGS
|
109
|
|
169
|
|
80
|
|
(247
|
)
|
111
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
109
|
|
$
|
169
|
|
$
|
78
|
|
$
|
(247
|
)
|
$
|
109
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET EARNINGS
|
$
|
91
|
|
$
|
118
|
|
$
|
50
|
|
$
|
(167
|
)
|
$
|
92
|
|
Currency translation adjustment (net of tax)
|
7
|
|
—
|
|
—
|
|
—
|
|
7
|
|
|||||
Pension and other postretirement adjustment (net of tax)
|
(2
|
)
|
—
|
|
—
|
|
—
|
|
(2
|
)
|
|||||
Deferred gain on hedging (net of tax)
|
2
|
|
—
|
|
—
|
|
—
|
|
2
|
|
|||||
COMPREHENSIVE EARNINGS
|
98
|
|
118
|
|
50
|
|
(167
|
)
|
99
|
|
|||||
Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
98
|
|
$
|
118
|
|
$
|
49
|
|
$
|
(167
|
)
|
$
|
98
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET EARNINGS
|
$
|
109
|
|
$
|
169
|
|
$
|
80
|
|
$
|
(247
|
)
|
$
|
111
|
|
Currency translation adjustment (net of tax)
|
(43
|
)
|
—
|
|
—
|
|
—
|
|
$
|
(43
|
)
|
||||
Pension and other postretirement adjustment (net of tax)
|
6
|
|
—
|
|
—
|
|
—
|
|
$
|
6
|
|
||||
Deferred gain on hedging (net of tax)
|
3
|
|
—
|
|
—
|
|
—
|
|
$
|
3
|
|
||||
COMPREHENSIVE EARNINGS
|
75
|
|
169
|
|
80
|
|
(247
|
)
|
77
|
|
|||||
Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
75
|
|
$
|
169
|
|
$
|
78
|
|
$
|
(247
|
)
|
$
|
75
|
|
ASSETS
|
Parent
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
—
|
|
$
|
67
|
|
$
|
—
|
|
$
|
67
|
|
Receivables, less allowances
|
—
|
|
—
|
|
879
|
|
—
|
|
879
|
|
|||||
Due from affiliates
|
—
|
|
2,429
|
|
—
|
|
(2,429
|
)
|
—
|
|
|||||
Inventories
|
—
|
|
402
|
|
351
|
|
—
|
|
753
|
|
|||||
Assets held for sale
|
—
|
|
—
|
|
13
|
|
—
|
|
13
|
|
|||||
Other current assets
|
14
|
|
22
|
|
27
|
|
—
|
|
63
|
|
|||||
Total current assets
|
14
|
|
2,853
|
|
1,337
|
|
(2,429
|
)
|
1,775
|
|
|||||
Investment in subsidiaries
|
7,526
|
|
1,818
|
|
—
|
|
(9,344
|
)
|
—
|
|
|||||
Due from affiliates
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Property, plant and equipment, net
|
466
|
|
1,444
|
|
1,149
|
|
—
|
|
3,059
|
|
|||||
Goodwill
|
—
|
|
1,127
|
|
217
|
|
—
|
|
1,344
|
|
|||||
Intangible assets, net
|
—
|
|
1,033
|
|
244
|
|
(125
|
)
|
1,152
|
|
|||||
Deferred income taxes
|
(25
|
)
|
386
|
|
50
|
|
—
|
|
411
|
|
|||||
Other non-current assets
|
14
|
|
69
|
|
153
|
|
—
|
|
236
|
|
|||||
TOTAL ASSETS
|
$
|
7,995
|
|
$
|
8,730
|
|
$
|
3,150
|
|
$
|
(11,898
|
)
|
$
|
7,977
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
57
|
|
$
|
777
|
|
$
|
145
|
|
$
|
—
|
|
$
|
979
|
|
Due to affiliates
|
1,616
|
|
—
|
|
813
|
|
(2,429
|
)
|
—
|
|
|||||
Short-term debt
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Long-term debt – current portion
|
174
|
|
2
|
|
1
|
|
—
|
|
177
|
|
|||||
Total current liabilities
|
1,847
|
|
779
|
|
959
|
|
(2,429
|
)
|
1,156
|
|
|||||
Long-term debt, net of current portion
|
1,959
|
|
13
|
|
127
|
|
—
|
|
2,099
|
|
|||||
Due to affiliates
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Pension plan liability
|
281
|
|
—
|
|
94
|
|
—
|
|
375
|
|
|||||
Other employee benefits liability
|
—
|
|
223
|
|
15
|
|
—
|
|
238
|
|
|||||
Deferred income taxes
|
—
|
|
—
|
|
32
|
|
—
|
|
32
|
|
|||||
Other liabilities
|
44
|
|
189
|
|
64
|
|
(125
|
)
|
172
|
|
|||||
OWENS CORNING STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||||||
Total Owens Corning stockholders’ equity
|
3,864
|
|
7,526
|
|
1,818
|
|
(9,344
|
)
|
3,864
|
|
|||||
Noncontrolling interests
|
—
|
|
—
|
|
41
|
|
—
|
|
41
|
|
|||||
Total equity
|
3,864
|
|
7,526
|
|
1,859
|
|
(9,344
|
)
|
3,905
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
7,995
|
|
$
|
8,730
|
|
$
|
3,150
|
|
$
|
(11,898
|
)
|
$
|
7,977
|
|
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
|
—
|
|
2,387
|
|
—
|
|
(2,387
|
)
|
—
|
|
|||||
Inventories
|
—
|
|
389
|
|
255
|
|
—
|
|
644
|
|
|||||
Assets held for sale
|
—
|
|
—
|
|
12
|
|
—
|
|
12
|
|
|||||
Other current assets
|
11
|
|
21
|
|
15
|
|
—
|
|
47
|
|
|||||
Total current assets
|
11
|
|
2,845
|
|
1,039
|
|
(2,387
|
)
|
1,508
|
|
|||||
Investment in subsidiaries
|
7,220
|
|
1,482
|
|
—
|
|
(8,702
|
)
|
—
|
|
|||||
Due from affiliates
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
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
|
$
|
7,719
|
|
$
|
8,322
|
|
$
|
2,523
|
|
$
|
(11,220
|
)
|
$
|
7,344
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
56
|
|
$
|
682
|
|
$
|
174
|
|
$
|
—
|
|
$
|
912
|
|
Due to affiliates
|
1,760
|
|
—
|
|
627
|
|
(2,387
|
)
|
—
|
|
|||||
Short-term debt
|
—
|
|
—
|
|
6
|
|
—
|
|
6
|
|
|||||
Long-term debt – current portion
|
160
|
|
2
|
|
1
|
|
—
|
|
163
|
|
|||||
Total current liabilities
|
1,976
|
|
684
|
|
808
|
|
(2,387
|
)
|
1,081
|
|
|||||
Long-term debt, net of current portion
|
1,668
|
|
14
|
|
20
|
|
—
|
|
1,702
|
|
|||||
Due to affiliates
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
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
|
|
|
|
|
|
|
|||||||||
Total Owens Corning stockholders’ equity
|
3,739
|
|
7,220
|
|
1,482
|
|
(8,702
|
)
|
3,739
|
|
|||||
Noncontrolling interests
|
—
|
|
—
|
|
40
|
|
—
|
|
40
|
|
|||||
Total equity
|
3,739
|
|
7,220
|
|
1,522
|
|
(8,702
|
)
|
3,779
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
7,719
|
|
$
|
8,322
|
|
$
|
2,523
|
|
$
|
(11,220
|
)
|
$
|
7,344
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
|
$
|
(59
|
)
|
$
|
225
|
|
$
|
171
|
|
$
|
(11
|
)
|
$
|
326
|
|
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
|
|
|
||||||||||
Cash paid for property, plant and equipment
|
(10
|
)
|
(125
|
)
|
(52
|
)
|
—
|
|
(187
|
)
|
|||||
Proceeds from the sale of assets or affiliates
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Investment in subsidiaries and affiliates, net of cash acquired
|
—
|
|
—
|
|
(450
|
)
|
—
|
|
(450
|
)
|
|||||
Purchases of alloy
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Proceeds from sale of alloy
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Other
|
2
|
|
—
|
|
—
|
|
—
|
|
2
|
|
|||||
Net cash flow used for investing activities
|
(8
|
)
|
(125
|
)
|
(502
|
)
|
—
|
|
(635
|
)
|
|||||
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
|
|
|
|
|
|
||||||||||
Proceeds from senior revolving credit and receivables securitization facilities
|
—
|
|
—
|
|
434
|
|
—
|
|
434
|
|
|||||
Proceeds from term loan borrowing
|
300
|
|
—
|
|
—
|
|
—
|
|
300
|
|
|||||
Payments on senior revolving credit and receivables securitization facilities
|
—
|
|
—
|
|
(326
|
)
|
—
|
|
(326
|
)
|
|||||
Payments on long-term debt
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Net decrease in short-term debt
|
—
|
|
—
|
|
(6
|
)
|
—
|
|
(6
|
)
|
|||||
Cash dividends paid
|
(40
|
)
|
—
|
|
—
|
|
—
|
|
(40
|
)
|
|||||
Purchases of treasury stock
|
(87
|
)
|
—
|
|
—
|
|
—
|
|
(87
|
)
|
|||||
Intercompany dividends paid
|
—
|
|
—
|
|
(11
|
)
|
11
|
|
—
|
|
|||||
Other intercompany loans
|
(110
|
)
|
(148
|
)
|
258
|
|
—
|
|
—
|
|
|||||
Other
|
4
|
|
—
|
|
—
|
|
—
|
|
4
|
|
|||||
Net cash flow provided by financing activities
|
67
|
|
(148
|
)
|
349
|
|
11
|
|
279
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
(48
|
)
|
19
|
|
—
|
|
(29
|
)
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
48
|
|
48
|
|
—
|
|
96
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
—
|
|
$
|
—
|
|
$
|
67
|
|
$
|
—
|
|
$
|
67
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
|
$
|
(52
|
)
|
$
|
57
|
|
$
|
101
|
|
$
|
—
|
|
$
|
106
|
|
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
|
|
|
||||||||||
Cash paid for property, plant and equipment
|
(8
|
)
|
(123
|
)
|
(46
|
)
|
—
|
|
(177
|
)
|
|||||
Proceeds from the sale of assets or affiliates
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||
Investment in subsidiaries and affiliates, net of cash acquired
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Purchases of alloy
|
—
|
|
—
|
|
(7
|
)
|
—
|
|
(7
|
)
|
|||||
Proceeds from sale of alloy
|
—
|
|
—
|
|
7
|
|
—
|
|
7
|
|
|||||
Other
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Net cash flow used for investing activities
|
(8
|
)
|
(123
|
)
|
(44
|
)
|
—
|
|
(175
|
)
|
|||||
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
|
|
|
|
|
|
||||||||||
Proceeds from senior revolving credit and receivables securitization facilities
|
683
|
|
—
|
|
136
|
|
—
|
|
819
|
|
|||||
Proceeds from term loan borrowing
|
|
|
|
|
|
||||||||||
Payments on senior revolving credit and receivables securitization facilities
|
(634
|
)
|
—
|
|
—
|
|
—
|
|
(634
|
)
|
|||||
Payments on long-term debt
|
(5
|
)
|
—
|
|
(3
|
)
|
—
|
|
(8
|
)
|
|||||
Net decrease in short-term debt
|
—
|
|
(25
|
)
|
6
|
|
—
|
|
(19
|
)
|
|||||
Cash dividends paid
|
(39
|
)
|
—
|
|
—
|
|
—
|
|
(39
|
)
|
|||||
Purchase of treasury stock
|
(47
|
)
|
—
|
|
—
|
|
—
|
|
(47
|
)
|
|||||
Other intercompany loans
|
91
|
|
95
|
|
(186
|
)
|
—
|
|
—
|
|
|||||
Other
|
11
|
|
—
|
|
—
|
|
—
|
|
11
|
|
|||||
Net cash flow provided by financing activities
|
60
|
|
70
|
|
(47
|
)
|
—
|
|
83
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
—
|
|
(1
|
)
|
—
|
|
(1
|
)
|
|||||
Net (decrease) increase in cash and cash equivalents
|
—
|
|
4
|
|
9
|
|
—
|
|
13
|
|
|||||
Cash and cash equivalents at beginning of period
|
—
|
|
1
|
|
66
|
|
—
|
|
67
|
|
|||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD
|
$
|
—
|
|
$
|
5
|
|
$
|
75
|
|
$
|
—
|
|
$
|
80
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
Net sales
|
$
|
1,545
|
|
$
|
1,403
|
|
$
|
2,776
|
|
$
|
2,606
|
|
Gross margin
|
$
|
416
|
|
$
|
308
|
|
$
|
688
|
|
$
|
517
|
|
% of net sales
|
27
|
%
|
22
|
%
|
25
|
%
|
20
|
%
|
||||
Earnings before interest and taxes
|
$
|
240
|
|
$
|
156
|
|
$
|
356
|
|
$
|
214
|
|
Interest expense, net
|
$
|
29
|
|
$
|
26
|
|
$
|
52
|
|
$
|
52
|
|
Gain on extinguishment of debt
|
$
|
—
|
|
$
|
(5
|
)
|
$
|
—
|
|
$
|
(5
|
)
|
Income tax expense
|
$
|
73
|
|
$
|
44
|
|
$
|
107
|
|
$
|
57
|
|
Net earnings attributable to Owens Corning
|
$
|
138
|
|
$
|
91
|
|
$
|
195
|
|
$
|
109
|
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
Location
|
2016
|
2015
|
2016
|
2015
|
||||||||
Restructuring costs
|
Cost of sales
|
$
|
(2
|
)
|
$
|
(1
|
)
|
$
|
(2
|
)
|
$
|
(3
|
)
|
Restructuring costs
|
Other expenses, net
|
—
|
|
1
|
|
—
|
|
1
|
|
||||
Acquisition-related costs for InterWrap and Ahlstrom transactions
|
Cost of sales
|
(1
|
)
|
—
|
|
(1
|
)
|
—
|
|
||||
Acquisition-related costs for InterWrap and Ahlstrom transactions
|
Marketing and administrative expenses
|
(2
|
)
|
—
|
|
(4
|
)
|
—
|
|
||||
Recognition of InterWrap inventory fair value step-up
|
Cost of sales
|
(8
|
)
|
—
|
|
(8
|
)
|
—
|
|
||||
Total restructuring, acquisition and integration-related costs
|
|
$
|
(13
|
)
|
$
|
—
|
|
$
|
(15
|
)
|
$
|
(2
|
)
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
Restructuring costs
|
$
|
(2
|
)
|
$
|
—
|
|
$
|
(2
|
)
|
$
|
(2
|
)
|
Acquisition-related costs for InterWrap and Ahlstrom transactions
|
(3
|
)
|
—
|
|
(5
|
)
|
—
|
|
||||
Recognition of InterWrap inventory fair value step-up
|
(8
|
)
|
—
|
|
(8
|
)
|
—
|
|
||||
Total adjusting items
|
$
|
(13
|
)
|
$
|
—
|
|
$
|
(15
|
)
|
$
|
(2
|
)
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
138
|
|
$
|
91
|
|
$
|
195
|
|
$
|
109
|
|
Less: Net earnings attributable to noncontrolling interests
|
1
|
|
1
|
|
3
|
|
2
|
|
||||
NET EARNINGS
|
139
|
|
92
|
|
198
|
|
111
|
|
||||
Equity in net earnings of affiliates
|
1
|
|
1
|
|
1
|
|
1
|
|
||||
Income tax expense
|
73
|
|
44
|
|
107
|
|
57
|
|
||||
EARNINGS BEFORE TAXES
|
211
|
|
135
|
|
304
|
|
167
|
|
||||
Interest expense, net
|
29
|
|
26
|
|
52
|
|
52
|
|
||||
Gain on extinguishment of debt
|
—
|
|
(5
|
)
|
—
|
|
(5
|
)
|
||||
EARNINGS BEFORE INTEREST AND TAXES
|
240
|
|
156
|
|
356
|
|
214
|
|
||||
Less: adjusting items from above
|
(13
|
)
|
—
|
|
(15
|
)
|
(2
|
)
|
||||
ADJUSTED EBIT
|
$
|
253
|
|
$
|
156
|
|
$
|
371
|
|
$
|
216
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
Net sales
|
$
|
517
|
|
$
|
497
|
|
$
|
990
|
|
$
|
971
|
|
% change from prior year
|
4
|
%
|
-1
|
%
|
2
|
%
|
—
|
%
|
||||
EBIT
|
$
|
74
|
|
$
|
67
|
|
$
|
138
|
|
$
|
127
|
|
EBIT as a % of net sales
|
14
|
%
|
13
|
%
|
14
|
%
|
13
|
%
|
||||
Depreciation and amortization expense
|
$
|
33
|
|
$
|
31
|
|
$
|
67
|
|
$
|
63
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
Net sales
|
$
|
414
|
|
$
|
451
|
|
$
|
799
|
|
$
|
830
|
|
% change from prior year
|
-8
|
%
|
1
|
%
|
-4
|
%
|
3
|
%
|
||||
EBIT
|
$
|
32
|
|
$
|
25
|
|
$
|
45
|
|
$
|
32
|
|
EBIT as a % of net sales
|
8
|
%
|
6
|
%
|
6
|
%
|
4
|
%
|
||||
Depreciation and amortization expense
|
$
|
27
|
|
$
|
26
|
|
$
|
52
|
|
$
|
50
|
|
|
Three Months Ended June 30,
|
Six Months Ended
June 30, |
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
Net sales
|
$
|
679
|
|
$
|
503
|
|
$
|
1,108
|
|
$
|
896
|
|
% change from prior year
|
35
|
%
|
15
|
%
|
24
|
%
|
-4
|
%
|
||||
EBIT
|
$
|
169
|
|
$
|
90
|
|
$
|
242
|
|
$
|
110
|
|
EBIT as a % of net sales
|
25
|
%
|
18
|
%
|
22
|
%
|
12
|
%
|
||||
Depreciation and amortization expense
|
$
|
11
|
|
$
|
10
|
|
$
|
21
|
|
$
|
19
|
|
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
||||||||||
|
2016
|
2015
|
2016
|
2015
|
||||||||
Restructuring costs
|
$
|
(2
|
)
|
$
|
—
|
|
$
|
(2
|
)
|
$
|
(2
|
)
|
Acquisition-related costs for InterWrap and Ahlstrom transactions
|
(3
|
)
|
—
|
|
(5
|
)
|
—
|
|
||||
Recognition of InterWrap inventory fair value step-up
|
(8
|
)
|
—
|
|
(8
|
)
|
—
|
|
||||
General corporate expense and other
|
(22
|
)
|
(26
|
)
|
(54
|
)
|
(53
|
)
|
||||
EBIT
|
$
|
(35
|
)
|
$
|
(26
|
)
|
$
|
(69
|
)
|
$
|
(55
|
)
|
Depreciation and amortization
|
$
|
11
|
|
$
|
9
|
|
$
|
18
|
|
$
|
19
|
|
|
Six Months Ended June 30,
|
|||||
|
2016
|
2015
|
||||
Cash balance
|
$
|
67
|
|
$
|
80
|
|
Net cash flow provided by operating activities
|
$
|
326
|
|
$
|
106
|
|
Net cash flow used for investing activities
|
$
|
(635
|
)
|
$
|
(175
|
)
|
Net cash flow provided by financing activities
|
$
|
279
|
|
$
|
83
|
|
Availability on the senior revolving credit facility
|
$
|
791
|
|
$
|
743
|
|
Availability on the receivables securitization facility
|
$
|
140
|
|
$
|
—
|
|
Availability on the term loan commitment
|
$
|
—
|
|
$
|
—
|
|
•
|
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;
|
•
|
legal and regulatory proceedings, including litigation and environmental actions;
|
•
|
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**
|
|||||
April 1-30, 2016
|
197,806
|
|
|
$
|
48.67
|
|
196,600
|
|
3,592,565
|
|
May 1-31, 2016
|
301,252
|
|
|
47.04
|
|
300,000
|
|
3,292,565
|
|
|
June 1-30, 2016
|
500,000
|
|
|
49.57
|
|
498,399
|
|
2,794,166
|
|
|
Total
|
999,058
|
|
*
|
$
|
48.63
|
|
994,999
|
|
2,794,166
|
|
*
|
The Company retained 4,059 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.
|
|
|
|
|
|
OWENS CORNING
|
|
|
|
|
|
|
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
Date:
|
|
July 27, 2016
|
By:
|
|
/s/ Michael C. McMurray
|
|
|
|
|
|
Michael C. McMurray
|
|
|
|
|
|
Senior Vice President and
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
|
July 27, 2016
|
By:
|
|
/s/ Kelly J. Schmidt
|
|
|
|
|
|
Kelly J. Schmidt
|
|
|
|
|
|
Vice President and
|
|
|
|
|
|
Controller
|
Exhibit
Number
|
Description
|
|
|
10.38
|
Corporate Incentive Plan Terms Applicable to Certain Executive Officers (As Amended and Restated as of January 1, 2016) (incorporated by reference to Exhibit 10.38 of Owens Corning's Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended March 31, 2016).
|
|
|
10.39
|
Owens Corning 2016 Stock Plan (incorporated by reference to Exhibit 10.39 of Owens Corning's Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended March 31, 2016).
|
|
|
10.40
|
Acknowledgment and Agreement and Second Amendment to Amended and Restated Credit Agreement, dated as of May 27, 2016 (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
|
|
|
|
|
|
DOMESTIC SUBSIDIARIES
|
|
Guarantor
|
|
Immaterial
|
CDC Corporation
|
|
X
|
|
|
Engineered Pipe Systems, Inc.
|
|
X
|
|
|
Eric Company
|
|
X
|
|
|
IPM Inc.
|
|
X
|
|
|
Northern Elastomeric, Inc.
|
|
|
|
X
|
OCV Finance, LLC
|
|
|
|
X
|
OCV Intellectual Capital, LLC
|
|
X
|
|
|
Owens Corning Automotive, LLC
|
|
|
|
X
|
Owens Corning Composite Materials, LLC
|
|
X
|
|
|
Owens Corning Construction Services, LLC
|
|
X
|
|
|
Owens Corning Elaminator Insulation Systems, LLC
|
|
|
|
X
|
Owens Corning Fabwel, LLC
|
|
|
|
X
|
Owens Corning Foam Insulation, LLC
|
|
X
|
|
|
Owens Corning Franchising, LLC
|
|
X
|
|
|
Owens Corning HOMExperts, Inc.
|
|
X
|
|
|
Owens Corning HT, Inc.
|
|
X
|
|
|
Owens Corning Insulating Systems, LLC
|
|
X
|
|
|
Owens Corning Intellectual Capital, LLC
|
|
X
|
|
|
Owens Corning Mineral Wool, LLC
|
|
|
|
X
|
Owens Corning Non-Woven Technology, LLC
|
|
|
|
X
|
Owens Corning Receivables LLC
|
|
|
|
X
|
Owens Corning Remodeling Systems, LLC
|
|
|
|
X
|
Owens Corning Roofing and Asphalt, LLC
|
|
X
|
|
|
Owens Corning Sales, LLC
|
|
X
|
|
|
Owens Corning Science and Technology, LLC
|
|
X
|
|
|
Owens Corning Sunrooms Franchising, LLC
|
|
|
|
X
|
Owens Corning Technical Fabrics, LLC
|
|
|
|
X
|
Owens Corning U.S. Holdings, LLC
|
|
X
|
|
|
Owens-Corning Funding Corporation
|
|
X
|
|
|
Soltech, Inc.
|
|
X
|
|
|
TF Holding Corp.
|
|
|
|
X
|
Thermafiber, Inc.
|
|
|
|
X
|
|
FOREIGN SUBSIDIARIES
|
Crown Mfg. Inc.
|
Dutch OC Cooperatief Invest U.A.
|
EPS Holding AS
|
European Owens Corning Fiberglas SPRL
|
Finefiber (Shanghai) Building Material Co. Ltd.
|
Finefiber Insulation Co. Pte. Ltd.
|
Instalaciones Especializadas en Confort Termoacustico y
|
Ampliacion, S. de R.L. de C.V.
|
Inversiones Owens Corning Chile Holdings Company
|
IP Owens Corning I, S. de R.L. de C.V.
|
Norske EPS BOT AS
|
OC Canada Finance Inc.
|
OC Canada Holdings Company
OC Canada Holdings General Partnership
|
OC Celfortec Company
|
OC Fabrics (Changzhou) Co., Ltd.
|
OC Latin American Holdings GmbH
|
OC NL Invest Cooperatief U.A.
|
OC PRO CV
|
OCCV1, Inc.
OCCV2, LLC
OCV (Thailand) Co. Ltd.
|
OCV Chambéry France
|
OCV Chambéry International
|
OCV Fabrics UK Ltd.
|
OCV Italia Srl
|
OCV Mexico S. de R.L. de C.V.
|
OCV Reinforcements (Hangzhou) Co., Ltd.
|
OCV Reinforcements Alcala Spain S.L.
|
OCV Servicios Mexico, S.A. de C.V.
|
OCV Steklovolokno OAO
|
Owens Corning (Australia) Pty Limited
|
Owens Corning (China) Investment Company Limited
|
Owens Corning (Guangzhou) Fiberglas Co., Ltd.
|
Owens Corning (Nanjing) Building Materials Co., Ltd.
|
Owens Corning (Shanghai) Fiberglas Co. Ltd.
|
Owens Corning (Singapore) Pte Ltd
|
Owens Corning (Tianjin) Building Materials Co. Ltd.
|
Owens Corning (Xi’an) Building Materials Co., Ltd.
|
Owens Corning Alloy Canada GP Inc.
|
Owens Corning Alloy Canada LP
|
|
Owens Corning Argentina Sociedad de Responsabilidad Limitada
|
Owens Corning Automotive (UK) Ltd.
|
Owens Corning BM (Korea), Ltd
|
Owens Corning Canada GP Inc.
|
Owens Corning Canada Holdings B.V.
|
Owens Corning Canada LP
|
Owens Corning Cayman (China) Holdings
|
Owens Corning Celfortec Canada GP Inc.
|
Owens Corning Celfortec LP
|
Owens Corning Composites (China) Co., Ltd.
|
Owens Corning Composite Materials Canada GP Inc.
|
Owens Corning Composite Materials Canada LP
|
Owens Corning Composites (Beijing) Co., Ltd.
|
Owens Corning DC Pension Plan Limited
|
Owens Corning Enterprise (India) Pvt. Ltd.
|
Owens Corning Fiberglas A.S. Limitada
|
Owens Corning Fiberglas Espana SL
|
Owens Corning Fiberglas France
|
Owens Corning Fiberglas S.R.L.
|
Owens Corning Financial Services ULC
|
Owens Corning GlassMetal Services (Suzhou) Co., Ltd.
|
Owens Corning Holdings 1 CV
|
Owens Corning Holdings 3 CV
|
Owens Corning Holdings 4 CV
|
Owens Corning Holdings 5 CV
|
Owens Corning Holdings Holland B.V.
|
Owens Corning Hong Kong Limited
|
Owens Corning Industries (India) Private Limited
|
Owens Corning Insulating Systems Canada GP Inc.
|
Owens Corning Insulating Systems Canada LP
|
Owens Corning International Holdings CV
|
Owens Corning Japan LLC
|
Owens Corning Kohold B.V.
|
Owens Corning Korea
|
Owens Corning Mexico, S. de R.L. de C.V.
|
Owens Corning Remodeling Canada GP Inc.
|
Owens Corning Remodeling Canada LP
|
Owens Corning Supplementary Pension Plan Limited
|
Owens-Corning (India) Private Limited
|
|
Owens-Corning Britinvest Limited
|
Owens-Corning Cayman Limited
|
Owens-Corning Fiberglas (UK) Pension Plan Ltd.
|
Owens-Corning Fiberglas Deutschland GmbH
|
Owens-Corning Sweden AB
|
Owens-Corning Veil Netherlands B.V.
|
Owens-Corning Veil U.K. Ltd.
|
Tecnologia Owens Corning I, S. de R.L. de C.V.
|
Transandina de Comerico S.A
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Name:
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Brad Lazorka
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1.
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I have reviewed this quarterly report on Form 10-Q of Owens Corning;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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1.
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I have reviewed this quarterly report on Form 10-Q of Owens Corning;
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2.
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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;
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3.
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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;
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4.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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
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5.
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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):
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(a)
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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
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(b)
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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.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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