þ
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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r
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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43-2109021
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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One Owens Corning Parkway,
Toledo, OH
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43659
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common Stock, par value $0.01 per share
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New York Stock Exchange
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Page
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ITEM 1.
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ITEM 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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ITEM 15.
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ITEM 16.
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ITEM 1.
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BUSINESS
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Period
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Research and
Development Expense
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Twelve Months Ended December 31, 2016
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$
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82
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Twelve Months Ended December 31, 2015
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$
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73
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Twelve Months Ended December 31, 2014
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$
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76
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ITEM 1A.
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RISK FACTORS
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•
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the financial stability of our customers or suppliers may be compromised, which could result in reduced demand for our products, additional bad debts for the Company or non-performance by suppliers;
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one or more of the financial institutions syndicated under the credit agreement governing our revolving credit facility may cease to be able to fulfill their funding obligations, which could materially adversely impact our liquidity;
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it may become more costly or difficult to obtain financing or refinance the Company’s debt in the future;
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the value of the Company’s assets held in pension plans may decline; and/or
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the Company’s assets may be impaired or subject to write-down or write-off.
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our ability to obtain additional debt or equity financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes may be limited;
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a substantial portion of our cash flow from operations could be required for the payment of principal and interest on our indebtedness, and may not be available for other business purposes;
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certain of our borrowings are at variable rates of interest, exposing us to the risk of increased interest rates;
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if due to liquidity needs we must replace any indebtedness upon maturity, we would be exposed to the risk that we may not be able to refinance such indebtedness;
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our ability to adjust to changing market conditions may be limited and place us at a competitive disadvantage compared to our competitors that have less debt; and
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we may be vulnerable in a downturn in general economic conditions or in our business, or we may be unable to carry out important capital spending.
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generally, any weather conditions that slow or limit residential or commercial construction activity can adversely impact demand for our products; and
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a portion of our annual product demand is attributable to the repair of damage caused by severe storms. In periods with below average levels of severe storms, demand for such products could be reduced.
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difficulties and costs associated with complying with a wide variety of complex and changing laws, including securities laws, tax laws, employment and pension-related laws, competition laws, U.S. and foreign export and trading laws, and laws governing improper business practices, treaties and regulations;
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limitations on our ability to enforce legal rights and remedies;
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adverse economic and political conditions, business interruption, war and civil disturbance;
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tax inefficiencies and currency exchange controls that may adversely impact our ability to repatriate cash from non-United States subsidiaries;
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the imposition of tariffs or other import or export restrictions;
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costs and availability of shipping and transportation;
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nationalization of properties by foreign governments;
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currency exchange rate fluctuations between the United States dollar and foreign currencies; and
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uncertainty with respect to the new U.S. presidential administration and Congress and potential changes that may be made in laws, regulations and policies that could exacerbate the risks described above.
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unforeseen difficulties in operations, technologies, products, services, accounting and personnel;
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diversion of financial and management resources from existing operations;
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unforeseen difficulties related to entering geographic regions, markets or product lines where we do not have prior experience;
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risks relating to obtaining sufficient public or private financing;
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difficulty in integrating the acquired business’ standards, processes, procedures and controls with our existing operations;
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potential loss of key employees;
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potential loss of customers; and
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undisclosed or undiscovered liabilities or claims.
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ITEM 1B.
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UNRESOLVED STAFF COMMENTS
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ITEM 2.
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PROPERTIES
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Aiken, South Carolina
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Jackson, Tennessee
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Amarillo, Texas
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Kimchon, Korea
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Anderson, South Carolina
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L’Ardoise, France
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Besana, Italy
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Rio Claro, Brazil
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Chambery, France
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Taloja, India
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Gastonia, North Carolina
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Tlaxcala, Mexico
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Gous, Russia
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Yuhang, China
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Delmar, New York
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Newark, Ohio
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Edmonton, Alberta, Canada
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Rockford, Illinois
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Fairburn, Georgia
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Santa Clara, California
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Guangzhou, Guandong, China
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Tallmadge, Ohio
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Kansas City, Kansas
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Toronto, Ontario, Canada
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Mexico City, Mexico
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Wabash, Indiana
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Mt. Vernon, Ohio
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Waxahachie, Texas
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Brookville, Indiana
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Medina, Ohio
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Compton, California
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Minneapolis, Minnesota
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Denver, Colorado
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Portland, Oregon
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Irving, Texas
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Qingdao, China
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Jacksonville, Florida
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Silvassa, India
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Kearny, New Jersey
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Summit, Illinois
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ITEM 3.
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LEGAL PROCEEDINGS
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ITEM 4.
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MINE SAFETY DISCLOSURES
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Name and Age
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Position*
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Brian D. Chambers (50)
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President, Roofing and Asphalt since October 2014; formerly Vice President and General Manager, Roofing and Asphalt (2013); Vice President and Managing Director, Composites Solutions Business (2011).
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Julian Francis (50)
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President, Insulation Business since October 2014; formerly Vice President and General Manager, Residential Insulation (2012); Vice President and General Manager, Glass Reinforcements (2011).
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Arnaud Genis (52)
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Group President, Composite Solutions since December 2010.
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Ava Harter (47)
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Senior Vice President, General Counsel and Secretary since May 2015; formerly General Counsel, Chief Compliance Officer and Corporate Secretary, Taleris America LLC, an operating service provider to airlines and cargo carriers (2012).
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Michael C. McMurray (51)
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Senior Vice President and Chief Financial Officer since August 2012; formerly Vice President Finance, Building Materials Group (2011).
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Kelly J. Schmidt (51)
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Vice President, Controller since April 2011.
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Daniel T. Smith (51)
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Senior Vice President, Organization and Administration since November 2014; formerly Senior Vice President, Information Technology and Human Resources (2009).
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Michael H. Thaman (52)
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President and Chief Executive Officer since December 2007 and Chairman of the Board since April 2002; Director since 2002.
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*
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Information in parentheses indicates year during the past five years in which service in position began. The last item listed for each individual represents the position held by such individual at the beginning of the five-year period.
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ITEM 5.
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MARKET FOR OWENS CORNING’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
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Period
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High
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Low
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Declared Dividend
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First Quarter 2015
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$
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43.67
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$
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34.73
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$
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0.17
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Second Quarter 2015
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$
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45.70
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$
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37.29
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$
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0.17
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Third Quarter 2015
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$
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47.90
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$
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38.95
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$
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0.17
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Fourth Quarter 2015
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$
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48.50
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$
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41.59
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$
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0.17
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First Quarter 2016
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$
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47.78
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$
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38.96
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$
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0.18
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Second Quarter 2016
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$
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52.52
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$
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45.46
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$
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0.18
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Third Quarter 2016
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$
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58.69
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$
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50.33
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$
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0.18
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Fourth Quarter 2016
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$
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56.12
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$
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46.45
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$
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0.20
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ITEM 5.
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MARKET FOR OWENS CORNING’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (continued)
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Period
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Total Number of
Shares (or Units)
Purchased
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Average Price
Paid per Share
(or Unit)
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Total Number of
Shares (or Units)
Purchased as Part of
Publicly Announced
Plans or Programs**
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Maximum Number of
Shares (or Units) that
May Yet Be
Purchased Under the
Plans or Programs**
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October 1-31, 2016
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631,447
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$
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51.89
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630,000
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10,552,565
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November 1-30, 2016
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501,314
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49.79
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500,000
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10,052,565
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December 1-31, 2016
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220,000
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52.50
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220,000
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9,832,565
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Total
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1,352,761
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*
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$
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51.21
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1,350,000
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9,832,565
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*
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The Company retained 1,447, 1,314, and 0 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted shares granted to our employees in October, November and December, respectively.
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**
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On October 24, 2016, the Board of Directors approved 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 (the “2016 Repurchase Authorization"). The 2016 Repurchase Authorization is in addition to the share buy-back program announced April 19, 2012 (the 2012 Repurchase Authorization and collectively with the 2016 Repurchase Authorization, the "Repurchase Authorization"). The Repurchase Authorization enables the Company to repurchase shares 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.
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ITEM 5.
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MARKET FOR OWENS CORNING’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (continued)
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2011
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2012
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2013
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2014
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2015
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2016
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OC
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$
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100
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$
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129
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$
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142
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$
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127
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$
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169
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$
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188
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S&P 500
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$
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100
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$
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116
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$
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154
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$
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175
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$
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177
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$
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198
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DJ Bld. Mat.
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$
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100
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$
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152
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$
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195
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$
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216
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$
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247
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$
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292
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ITEM 6.
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SELECTED FINANCIAL DATA
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Twelve Months Ended December 31,
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||||||||||||||||||
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2016(a)
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2015(b)
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2014(c)(f)
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2013(d)(f)
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2012(e)(f)
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(in millions, except per share amounts)
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Statement of Earnings (Loss) Data
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Net sales
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$
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5,677
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$
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5,350
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$
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5,260
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$
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5,295
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$
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5,172
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Gross margin
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$
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1,381
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$
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1,153
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$
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976
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$
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966
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$
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797
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Marketing and administrative expenses
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$
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584
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$
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525
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|
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$
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487
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$
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530
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$
|
509
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Earnings before interest and taxes
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$
|
699
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$
|
548
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$
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392
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$
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385
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$
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148
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Interest expense, net
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$
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108
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$
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100
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$
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114
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$
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112
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$
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114
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Loss (gain) on extinguishment of debt
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$
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1
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$
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(5
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)
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$
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46
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$
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—
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$
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74
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Income tax expense (benefit)
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$
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188
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$
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120
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$
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5
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$
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68
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$
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(28
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)
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Net earnings (loss)
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$
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399
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$
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334
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$
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228
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$
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205
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$
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(16
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)
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Net earnings (loss) attributable to Owens Corning
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$
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393
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$
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330
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$
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226
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$
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204
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$
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(19
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)
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Earnings (loss) per common share attributable to Owens Corning common stockholders
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Basic
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$
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3.44
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$
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2.82
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$
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1.92
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$
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1.73
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$
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(0.16
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)
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Diluted
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$
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3.41
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$
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2.79
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|
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$
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1.91
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$
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1.71
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$
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(0.16
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)
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Dividend
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$
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0.74
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|
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$
|
0.68
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$
|
0.64
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$
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—
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$
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—
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Weighted-average common shares
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|
|
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||||||||||
Basic
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114.4
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117.2
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117.5
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118.2
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119.4
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Diluted
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115.4
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118.2
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118.3
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119.1
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119.4
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Balance Sheet Data
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Total assets
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$
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7,741
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|
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$
|
7,326
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|
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$
|
7,483
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|
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$
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7,572
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|
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$
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7,491
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Long-term debt, net of current portion
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$
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2,099
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|
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$
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1,702
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|
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$
|
1,978
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|
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$
|
2,012
|
|
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$
|
2,064
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Total equity
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$
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3,889
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|
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$
|
3,779
|
|
|
$
|
3,730
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|
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$
|
3,830
|
|
|
$
|
3,575
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(a)
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During 2016, the Company recorded $28 million of restructuring costs, comprised of $19 million of accelerated depreciation, $6 million of facility-related charges and $3 million of personnel-related charges. In connection with our previously announced acquisitions, mainly InterWrap Holdings, Inc. ("InterWrap"), we recognized $9 million of acquisition-related costs and a $10 million charge related to inventory fair value step-up.
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(b)
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During 2015, the Company recorded $2 million of charges related to cost reduction actions and related items. This was comprised of a $(6) million benefit in charges related to cost reduction actions, mainly due to changes in severance estimates and pension-related adjustments, and $8 million in other related charges, inclusive of $3 million in accelerated depreciation and $5 million in other related charges.
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(c)
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During 2014, the Company recorded $36 million of charges related to cost reduction actions and related items, comprised of $34 million of severance costs, $3 million of contract termination costs, and $(1) million of other related gains. There was also a gain of $45 million related to the sale of the Hangzhou, China facility, a $20 million loss related to the sale of the European Stone Business, $3 million related to the impairment loss on Alcala, Spain facility, and $6 million related to Hurricane Sandy costs.
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(d)
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During 2013, the Company recorded $26 million of charges related to cost reduction actions and related items (comprised of $8 million of severance costs and $18 million of other costs, inclusive of $9 million of accelerated depreciation and $9 million in other related charges). There was also $20 million in accelerated depreciation related to a change in the useful life of assets and a $15 million net gain related to Hurricane Sandy insurance activity.
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(e)
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During 2012, the Company recorded $136 million of charges related to cost reduction actions and related items (comprised of $51 million of severance costs and $85 million of other costs, inclusive of $55 million of accelerated depreciation and $30 million in other related charges). There was also $9 million in losses related to Hurricane Sandy insurance activity.
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(f)
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As discussed in Note 1 of the Consolidated Financial Statements, we revised the December 31, 2015 Consolidated Balance Sheet to correct an error in which certain Value Added Tax balances were inappropriately reported gross versus net. Accordingly, we have also revised the previously reported figures here by decreasing Total assets for 2014, 2013 and 2012 by $59 million, $63 million and $65 million, respectively. These revisions were not material to any previously issued financial statements.
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
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ITEM 7.
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MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
5,677
|
|
|
$
|
5,350
|
|
|
$
|
5,260
|
|
Gross margin
|
$
|
1,381
|
|
|
$
|
1,153
|
|
|
$
|
976
|
|
% of net sales
|
24
|
%
|
|
22
|
%
|
|
19
|
%
|
|||
Marketing and administrative expenses
|
$
|
584
|
|
|
$
|
525
|
|
|
$
|
487
|
|
Earnings before interest and taxes
|
$
|
699
|
|
|
$
|
548
|
|
|
$
|
392
|
|
Interest expense, net
|
$
|
108
|
|
|
$
|
100
|
|
|
$
|
114
|
|
Loss (gain) on extinguishment of debt
|
$
|
1
|
|
|
$
|
(5
|
)
|
|
$
|
46
|
|
Income tax expense
|
$
|
188
|
|
|
$
|
120
|
|
|
$
|
5
|
|
Net earnings attributable to Owens Corning
|
$
|
393
|
|
|
$
|
330
|
|
|
$
|
226
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
Location
|
|
2016
|
|
2015
|
|
2014
|
||||||
Restructuring costs
|
Cost of sales
|
|
$
|
(25
|
)
|
|
$
|
(10
|
)
|
|
$
|
(3
|
)
|
Restructuring costs
|
Other expenses, net
|
|
(3
|
)
|
|
8
|
|
|
(33
|
)
|
|||
Acquisition-related costs for InterWrap and Ahlstrom transactions
|
Marketing and administrative expenses
|
|
(6
|
)
|
|
—
|
|
|
—
|
|
|||
Acquisition-related costs for Ahlstrom transaction
|
Other expenses, net
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Recognition of InterWrap inventory fair value step-up
|
Cost of sales
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||
Total restructuring, acquisition and integration-related costs
|
|
|
$
|
(47
|
)
|
|
$
|
(2
|
)
|
|
$
|
(36
|
)
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Restructuring costs
|
$
|
(28
|
)
|
|
$
|
(2
|
)
|
|
$
|
(36
|
)
|
Acquisition-related costs for InterWrap and Ahlstrom transactions
|
(9
|
)
|
|
—
|
|
|
—
|
|
|||
Recognition of InterWrap inventory fair value step-up
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss on sale of European Stone Business
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||
Impairment loss on Alcala, Spain facility held for sale
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Gain on sale of Hangzhou, China facility
|
—
|
|
|
—
|
|
|
45
|
|
|||
Net loss related to Hurricane Sandy
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
Total adjusting items
|
$
|
(47
|
)
|
|
$
|
(2
|
)
|
|
$
|
(20
|
)
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
393
|
|
|
$
|
330
|
|
|
$
|
226
|
|
Less: Net earnings attributable to noncontrolling interests
|
6
|
|
|
4
|
|
|
2
|
|
|||
NET EARNINGS
|
399
|
|
|
334
|
|
|
228
|
|
|||
Equity in net earnings (loss) of affiliates
|
(3
|
)
|
|
1
|
|
|
1
|
|
|||
Income tax expense
|
188
|
|
|
120
|
|
|
5
|
|
|||
EARNINGS BEFORE TAXES
|
590
|
|
|
453
|
|
|
232
|
|
|||
Interest expense, net
|
108
|
|
|
100
|
|
|
114
|
|
|||
Loss (gain) on extinguishment of debt
|
1
|
|
|
(5
|
)
|
|
46
|
|
|||
EARNINGS BEFORE INTEREST AND TAXES
|
699
|
|
|
548
|
|
|
392
|
|
|||
Less: adjusting items from above
|
(47
|
)
|
|
(2
|
)
|
|
(20
|
)
|
|||
ADJUSTED EBIT
|
$
|
746
|
|
|
$
|
550
|
|
|
$
|
412
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
1,952
|
|
|
$
|
1,902
|
|
|
$
|
1,919
|
|
% change from prior year
|
3
|
%
|
|
-1
|
%
|
|
4
|
%
|
|||
EBIT
|
$
|
264
|
|
|
$
|
232
|
|
|
$
|
149
|
|
EBIT as a % of net sales
|
14
|
%
|
|
12
|
%
|
|
8
|
%
|
|||
Depreciation and amortization expense
|
$
|
138
|
|
|
$
|
125
|
|
|
$
|
129
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
1,748
|
|
|
$
|
1,850
|
|
|
$
|
1,746
|
|
% change from prior year
|
-6
|
%
|
|
6
|
%
|
|
6
|
%
|
|||
EBIT
|
$
|
126
|
|
|
$
|
160
|
|
|
$
|
108
|
|
EBIT as a % of net sales
|
7
|
%
|
|
9
|
%
|
|
6
|
%
|
|||
Depreciation and amortization expense
|
$
|
106
|
|
|
$
|
101
|
|
|
$
|
101
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
$
|
2,194
|
|
|
$
|
1,766
|
|
|
$
|
1,748
|
|
% change from prior year
|
24
|
%
|
|
1
|
%
|
|
-11
|
%
|
|||
EBIT
|
$
|
486
|
|
|
$
|
266
|
|
|
$
|
232
|
|
EBIT as a % of net sales
|
22
|
%
|
|
15
|
%
|
|
13
|
%
|
|||
Depreciation and amortization expense
|
$
|
46
|
|
|
$
|
39
|
|
|
$
|
39
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Restructuring costs
|
$
|
(28
|
)
|
|
$
|
(2
|
)
|
|
$
|
(36
|
)
|
Acquisition-related costs for InterWrap and Ahlstrom transactions
|
(9
|
)
|
|
—
|
|
|
—
|
|
|||
Recognition of InterWrap inventory fair value step-up
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss on sale of European Stone Business
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||
Impairment loss on Alcala, Spain facility held for sale
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Gain on sale of Hangzhou, China facility
|
—
|
|
|
—
|
|
|
45
|
|
|||
Net loss related to Hurricane Sandy
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
General corporate expense and other
|
(130
|
)
|
|
(108
|
)
|
|
(77
|
)
|
|||
EBIT
|
$
|
(177
|
)
|
|
$
|
(110
|
)
|
|
$
|
(97
|
)
|
Depreciation and amortization
|
$
|
53
|
|
|
$
|
35
|
|
|
$
|
35
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cash and cash equivalents
|
$
|
112
|
|
|
$
|
96
|
|
|
$
|
67
|
|
Cash provided by operating activities
|
$
|
943
|
|
|
$
|
742
|
|
|
$
|
452
|
|
Cash used for investing activities
|
$
|
(815
|
)
|
|
$
|
(369
|
)
|
|
$
|
(297
|
)
|
Cash used for financing activities
|
$
|
(88
|
)
|
|
$
|
(333
|
)
|
|
$
|
(142
|
)
|
Availability on the senior revolving credit facility
|
$
|
791
|
|
|
$
|
791
|
|
|
$
|
791
|
|
Availability on the receivables securitization facility
|
$
|
248
|
|
|
$
|
228
|
|
|
$
|
56
|
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
|
Payments due by period
|
||||||||||||||||||||||||||
|
2017
|
|
2018
|
|
2019
|
|
2020
|
|
2021
|
|
2022 and
Beyond
|
|
Total
|
||||||||||||||
Long-term debt obligations
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,950
|
|
|
$
|
2,094
|
|
Interest on variable rate debt (1), fixed rate debt, capital lease payments
|
113
|
|
|
112
|
|
|
104
|
|
|
97
|
|
|
95
|
|
|
723
|
|
|
1,244
|
|
|||||||
Capital lease obligations
|
4
|
|
|
4
|
|
|
4
|
|
|
5
|
|
|
5
|
|
|
11
|
|
|
33
|
|
|||||||
Operating lease obligations
|
63
|
|
|
50
|
|
|
42
|
|
|
29
|
|
|
22
|
|
|
48
|
|
|
254
|
|
|||||||
Purchase obligations (2)
|
239
|
|
|
95
|
|
|
56
|
|
|
51
|
|
|
50
|
|
|
104
|
|
|
595
|
|
|||||||
Deferred acquisition payments
|
2
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||||
Pension contributions (3)
|
59
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|||||||
Total (4)
|
$
|
480
|
|
|
$
|
265
|
|
|
$
|
350
|
|
|
$
|
182
|
|
|
$
|
172
|
|
|
$
|
2,836
|
|
|
$
|
4,285
|
|
(1)
|
Interest on variable rate debt is calculated using the weighted-average interest rate in effect as of
December 31, 2016
for all future periods.
|
(2)
|
Purchase obligations are commitments to suppliers to purchase goods or services, and include take-or-pay arrangements, capital expenditures, and contractual commitments to purchase equipment. The Company did not include ordinary course of business purchase orders in this amount as the majority of such purchase orders may be canceled and are reflected in historical operating cash flow trends. The Company does not believe such purchase orders will adversely affect our liquidity position.
|
(3)
|
Pension contributions include estimated contributions for our defined benefit pension plans. The Company is not presenting estimated payments in the table above beyond
2017
as funding can vary significantly from year to year based upon changes in the fair value of plan assets, funding regulations and actuarial assumptions.
|
(4)
|
The Company has not included its accounting for uncertainty in income taxes liability in the contractual obligation table as the timing of payment, if any, cannot be reasonably estimated. The balance of this liability at
December 31, 2016
was $29 million.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
Segment
|
December 31, 2016
|
Percent of Total
|
|||
Composites
|
$
|
55
|
|
4
|
%
|
Insulation
|
$
|
888
|
|
67
|
%
|
Roofing
|
$
|
393
|
|
29
|
%
|
Total goodwill
|
$
|
1,336
|
|
100
|
%
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
•
|
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;
|
•
|
domestic and international economic and political conditions, including new legislation, policies or other governmental actions by the new U.S. presidential administration and Congress;
|
•
|
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;
|
•
|
labor disputes;
|
•
|
legal and regulatory proceedings, including litigation and environmental actions;
|
•
|
our ability to utilize our net operating loss carryforwards;
|
•
|
research and development activities and intellectual property protection;
|
•
|
interest rate movements;
|
•
|
uninsured losses;
|
•
|
issues related to acquisitions, divestitures and joint ventures;
|
•
|
achievement of expected synergies, cost reductions and/or productivity improvements;
|
•
|
defined benefit plan funding obligations; and
|
•
|
price volatility in certain wind energy markets in the U.S.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (continued)
|
|
Senior Notes Maturity Year
|
|||||||||||
As of December 31, 2016:
|
2016
|
2019
|
2022
|
2024
|
2026
|
2036
|
||||||
Increase in interest rates
|
|
|
|
|
|
|
||||||
Decrease in fair value
|
—
|
%
|
2
|
%
|
5
|
%
|
6
|
%
|
8
|
%
|
11
|
%
|
Decrease in interest rates
|
|
|
|
|
|
|
||||||
Increase in fair value
|
—
|
%
|
2
|
%
|
5
|
%
|
7
|
%
|
8
|
%
|
12
|
%
|
|
|
|
|
|
|
|
||||||
|
Senior Notes Maturity Year
|
|||||||||||
As of December 31, 2015:
|
2016
|
2019
|
2022
|
2024
|
2026
|
2036
|
||||||
Increase in interest rates
|
|
|
|
|
|
|
||||||
Decrease in fair value
|
1
|
%
|
2
|
%
|
6
|
%
|
7
|
%
|
—
|
%
|
10
|
%
|
Decrease in interest rates
|
|
|
|
|
|
|
||||||
Increase in fair value
|
1
|
%
|
5
|
%
|
6
|
%
|
8
|
%
|
—
|
%
|
12
|
%
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
DOCUMENTS FILED AS PART OF THIS REPORT
|
ITEM 16.
|
SUMMARY
|
|
|
|
|
|
By
|
|
/s/ Michael H. Thaman
|
|
February 8, 2017
|
|
|
Michael H. Thaman,
|
|
|
|
|
Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Michael H. Thaman
|
|
February 8, 2017
|
|
|
Michael H. Thaman,
|
|
|
|
|
Chairman of the Board, President,
|
|
|
|
|
Chief Executive Officer and Director
|
|
|
|
|
|
|
|
|
|
/s/ Michael C. McMurray
|
|
February 8, 2017
|
|
|
Michael C. McMurray,
|
|
|
|
|
Senior Vice President and
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
/s/ Kelly J. Schmidt
|
|
February 8, 2017
|
|
|
Kelly J. Schmidt,
|
|
|
|
|
Vice President and Controller
|
|
|
|
|
|
|
|
|
|
/s/ Cesar Conde
|
|
February 8, 2017
|
|
|
Cesar Conde,
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ J. Brian Ferguson
|
|
February 8, 2017
|
|
|
J. Brian Ferguson,
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Ralph F. Hake
|
|
February 8, 2017
|
|
|
Ralph F. Hake,
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ F. Philip Handy
|
|
February 8, 2017
|
|
|
F. Philip Handy,
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Ann Iverson
|
|
February 8, 2017
|
|
|
Ann Iverson,
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Edward F. Lonergan
|
|
February 8, 2017
|
|
|
Edward F. Lonergan,
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Maryann T. Mannen
|
|
February 8, 2017
|
|
|
Maryann T. Mannen,
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ James J. McMonagle
|
|
February 8, 2017
|
|
|
James J. McMonagle,
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ W. Howard Morris
|
|
February 8, 2017
|
|
|
W. Howard Morris,
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ Suzanne P. Nimocks
|
|
February 8, 2017
|
|
|
Suzanne P. Nimocks,
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
/s/ John D. Williams
|
|
February 8, 2017
|
|
|
John D. Williams,
|
|
|
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM
|
PAGE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Michael H. Thaman
|
|
February 8, 2017
|
|
|
Michael H. Thaman,
|
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
/s/ Michael C. McMurray
|
|
February 8, 2017
|
|
|
Michael C. McMurray,
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
/s/ PricewaterhouseCoopers LLP
|
Toledo, OH
|
February 8, 2017
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
NET SALES
|
$
|
5,677
|
|
|
$
|
5,350
|
|
|
$
|
5,260
|
|
COST OF SALES
|
4,296
|
|
|
4,197
|
|
|
4,284
|
|
|||
Gross margin
|
1,381
|
|
|
1,153
|
|
|
976
|
|
|||
OPERATING EXPENSES
|
|
|
|
|
|
||||||
Marketing and administrative expenses
|
584
|
|
|
525
|
|
|
487
|
|
|||
Science and technology expenses
|
82
|
|
|
73
|
|
|
76
|
|
|||
Other expenses, net
|
16
|
|
|
7
|
|
|
21
|
|
|||
Total operating expenses
|
682
|
|
|
605
|
|
|
584
|
|
|||
EARNINGS BEFORE INTEREST AND TAXES
|
699
|
|
|
548
|
|
|
392
|
|
|||
Interest expense, net
|
108
|
|
|
100
|
|
|
114
|
|
|||
Loss (gain) on extinguishment of debt
|
1
|
|
|
(5
|
)
|
|
46
|
|
|||
EARNINGS BEFORE TAXES
|
590
|
|
|
453
|
|
|
232
|
|
|||
Less: Income tax expense
|
188
|
|
|
120
|
|
|
5
|
|
|||
Equity in net earnings (loss) of affiliates
|
(3
|
)
|
|
1
|
|
|
1
|
|
|||
NET EARNINGS
|
399
|
|
|
334
|
|
|
228
|
|
|||
Less: Net earnings attributable to noncontrolling interests
|
6
|
|
|
4
|
|
|
2
|
|
|||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
393
|
|
|
$
|
330
|
|
|
$
|
226
|
|
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
|
|
|
|
|
|
||||||
Basic
|
$
|
3.44
|
|
|
$
|
2.82
|
|
|
$
|
1.92
|
|
Diluted
|
$
|
3.41
|
|
|
$
|
2.79
|
|
|
$
|
1.91
|
|
Dividend
|
$
|
0.74
|
|
|
$
|
0.68
|
|
|
$
|
0.64
|
|
WEIGHTED AVERAGE COMMON SHARES
|
|
|
|
|
|
||||||
Basic
|
114.4
|
|
|
117.2
|
|
|
117.5
|
|
|||
Diluted
|
115.4
|
|
|
118.2
|
|
|
118.3
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
NET EARNINGS
|
$
|
399
|
|
|
$
|
334
|
|
|
$
|
228
|
|
Currency translation adjustment, including net investment hedge (net of tax of $(2), $(5), and $0, for the periods ended December 31, 2016, 2015 and 2014, respectively)
|
(37
|
)
|
|
(115
|
)
|
|
(134
|
)
|
|||
Pension and other postretirement adjustment (net of tax of $15, $1, and $67, for the periods ended December 31, 2016, 2015 and 2014, respectively)
|
(10
|
)
|
|
(6
|
)
|
|
(113
|
)
|
|||
Deferred income (loss) on hedging (net of tax of $(3), $(1), and $3 for the periods ended December 31, 2016, 2015 and 2014, respectively)
|
7
|
|
|
1
|
|
|
(6
|
)
|
|||
COMPREHENSIVE EARNINGS (LOSS)
|
359
|
|
|
214
|
|
|
(25
|
)
|
|||
Less: Comprehensive earnings attributable to noncontrolling interests
|
6
|
|
|
4
|
|
|
2
|
|
|||
COMPREHENSIVE EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING
|
$
|
353
|
|
|
$
|
210
|
|
|
$
|
(27
|
)
|
|
December 31,
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
CURRENT ASSETS
|
|
|
|
||||
Cash and cash equivalents
|
$
|
112
|
|
|
$
|
96
|
|
Receivables, less allowances of $9 at December 31, 2016 and $8 at December 31, 2015
|
678
|
|
|
709
|
|
||
Inventories
|
710
|
|
|
644
|
|
||
Assets held for sale – current
|
12
|
|
|
12
|
|
||
Other current assets
|
74
|
|
|
47
|
|
||
Total current assets
|
1,586
|
|
|
1,508
|
|
||
Property, plant and equipment, net
|
3,112
|
|
|
2,956
|
|
||
Goodwill
|
1,336
|
|
|
1,167
|
|
||
Intangible assets, net
|
1,138
|
|
|
999
|
|
||
Deferred income taxes
|
375
|
|
|
492
|
|
||
Other non-current assets
|
194
|
|
|
204
|
|
||
TOTAL ASSETS
|
$
|
7,741
|
|
|
$
|
7,326
|
|
LIABILITIES AND EQUITY
|
|
|
|
||||
CURRENT LIABILITIES
|
|
|
|
||||
Accounts payable and accrued liabilities
|
$
|
960
|
|
|
$
|
894
|
|
Short-term debt
|
—
|
|
|
6
|
|
||
Long-term debt – current portion
|
3
|
|
|
163
|
|
||
Total current liabilities
|
963
|
|
|
1,063
|
|
||
Long-term debt, net of current portion
|
2,099
|
|
|
1,702
|
|
||
Pension plan liability
|
367
|
|
|
397
|
|
||
Other employee benefits liability
|
221
|
|
|
240
|
|
||
Deferred income taxes
|
36
|
|
|
8
|
|
||
Other liabilities
|
164
|
|
|
137
|
|
||
Redeemable equity
|
2
|
|
|
—
|
|
||
OWENS CORNING STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Preferred stock, par value $0.01 per share (a)
|
—
|
|
|
—
|
|
||
Common stock, par value $0.01 per share (b)
|
1
|
|
|
1
|
|
||
Additional paid in capital
|
3,984
|
|
|
3,965
|
|
||
Accumulated earnings
|
1,377
|
|
|
1,055
|
|
||
Accumulated other comprehensive deficit
|
(710
|
)
|
|
(670
|
)
|
||
Cost of common stock in treasury (c)
|
(803
|
)
|
|
(612
|
)
|
||
Total Owens Corning stockholders’ equity
|
3,849
|
|
|
3,739
|
|
||
Noncontrolling interests
|
40
|
|
|
40
|
|
||
Total equity
|
3,889
|
|
|
3,779
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
7,741
|
|
|
$
|
7,326
|
|
(a)
|
10 shares authorized; none issued or outstanding at
December 31, 2016
and
December 31, 2015
|
(b)
|
400 shares authorized; 135.5 issued and 112.7 outstanding at
December 31, 2016
; 135.5 issued and 115.9 outstanding at
December 31, 2015
|
(c)
|
22.8 shares at
December 31, 2016
and 19.6 shares at
December 31, 2015
|
|
Common Stock
Outstanding
|
|
Treasury
Stock
|
|
APIC (a)
|
|
Accumulated
Earnings
|
|
AOCI (b)
|
|
NCI (c)
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
Shares
|
|
Cost
|
|
|||||||||||||||||||||||||
Balance at December 31, 2013
|
117.8
|
|
|
$
|
1
|
|
|
17.7
|
|
|
$
|
(504
|
)
|
|
$
|
3,938
|
|
|
$
|
655
|
|
|
$
|
(297
|
)
|
|
$
|
37
|
|
|
$
|
3,830
|
|
Net earnings attributable to Owens Corning
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
226
|
|
|
—
|
|
|
—
|
|
|
226
|
|
|||||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(134
|
)
|
|
(1
|
)
|
|
(135
|
)
|
|||||||
Pension and other postretirement adjustment (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
(113
|
)
|
|||||||
Deferred gain on hedging transactions (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||
Stock issuance
|
0.3
|
|
|
|
|
(0.3
|
)
|
|
9
|
|
|
(1
|
)
|
|
|
|
|
|
|
|
8
|
|
|||||||||||
Purchases of treasury stock
|
(1.0
|
)
|
|
—
|
|
|
1.0
|
|
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||||||
Stock-based compensation
|
0.7
|
|
|
—
|
|
|
(0.7
|
)
|
|
21
|
|
|
17
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|
—
|
|
|
—
|
|
|
(76
|
)
|
|||||||
Balance at December 31, 2014
|
117.8
|
|
|
$
|
1
|
|
|
17.7
|
|
|
$
|
(518
|
)
|
|
$
|
3,954
|
|
|
$
|
805
|
|
|
$
|
(550
|
)
|
|
$
|
38
|
|
|
$
|
3,730
|
|
Net earnings attributable to Owens Corning
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
330
|
|
|
—
|
|
|
—
|
|
|
330
|
|
|||||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(115
|
)
|
|
(2
|
)
|
|
(117
|
)
|
|||||||
Pension and other postretirement adjustment (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||||
Deferred gain on hedging transactions (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Stock issuance
|
0.7
|
|
|
—
|
|
|
(0.7
|
)
|
|
21
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
20
|
|
|||||||
Purchases of treasury stock
|
(3.3
|
)
|
|
—
|
|
|
3.3
|
|
|
(140
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(140
|
)
|
|||||||
Stock-based compensation
|
0.7
|
|
|
—
|
|
|
(0.7
|
)
|
|
25
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
(80
|
)
|
|||||||
Balance at December 31, 2015
|
115.9
|
|
|
$
|
1
|
|
|
19.6
|
|
|
$
|
(612
|
)
|
|
$
|
3,965
|
|
|
$
|
1,055
|
|
|
$
|
(670
|
)
|
|
$
|
40
|
|
|
$
|
3,779
|
|
Net earnings attributable to Owens Corning
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
393
|
|
|
—
|
|
|
—
|
|
|
393
|
|
|||||||
Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|
6
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(37
|
)
|
|
(2
|
)
|
|
(39
|
)
|
|||||||
Pension and other postretirement adjustment (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10
|
)
|
|
—
|
|
|
(10
|
)
|
|||||||
Deferred loss on hedging transactions (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
7
|
|
|||||||
Redeemable equity issued
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|||||||
Stock issuance
|
1.0
|
|
|
—
|
|
|
(1.0
|
)
|
|
32
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27
|
|
|||||||
Purchases of treasury stock
|
(4.9
|
)
|
|
—
|
|
|
4.9
|
|
|
(248
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(248
|
)
|
|||||||
Stock-based compensation
|
0.7
|
|
|
—
|
|
|
(0.7
|
)
|
|
25
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|||||||
Cumulative effect of accounting change (d)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||||
Dividends declared
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
—
|
|
|
(4
|
)
|
|
(89
|
)
|
|||||||
Balance at December 31, 2016
|
112.7
|
|
|
$
|
1
|
|
|
22.8
|
|
|
$
|
(803
|
)
|
|
$
|
3,984
|
|
|
$
|
1,377
|
|
|
$
|
(710
|
)
|
|
$
|
40
|
|
|
$
|
3,889
|
|
(a)
|
Additional Paid in Capital (“APIC”)
|
(b)
|
Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”)
|
(c)
|
Noncontrolling Interest (“NCI”)
|
(d)
|
Cumulative effect of accounting change relates to our adoption of ASU 2016-09. Please refer to Note 20 of the Consolidated Financial Statements for further detail on the adoption of this accounting standard.
|
|
Twelve Months Ended December 31,
|
||||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||||
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
|
|
|
|
|
|
||||||||
Net earnings
|
$
|
399
|
|
|
$
|
334
|
|
|
$
|
228
|
|
||
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
|
|
|
||||||||
Depreciation and amortization
|
343
|
|
|
300
|
|
|
304
|
|
|||||
Gain on sale of assets or affiliates
|
—
|
|
|
(2
|
)
|
|
(55
|
)
|
|||||
Net loss on sale of European Stone Business
|
—
|
|
|
—
|
|
|
20
|
|
|||||
Deferred income taxes
|
136
|
|
|
64
|
|
|
(15
|
)
|
|||||
Provision for pension and other employee benefits liabilities
|
11
|
|
|
15
|
|
|
18
|
|
|||||
Stock-based compensation expense
|
41
|
|
|
30
|
|
|
29
|
|
|||||
Other non-cash
|
4
|
|
|
(11
|
)
|
|
(30
|
)
|
|||||
Loss (gain) on extinguishment of debt
|
1
|
|
|
(5
|
)
|
|
46
|
|
|||||
Change in operating assets and liabilities:
|
|
|
|
|
|
||||||||
Changes in receivables, net
|
55
|
|
|
(71
|
)
|
|
(10
|
)
|
|||||
Changes in inventories
|
5
|
|
|
150
|
|
|
(29
|
)
|
|||||
Changes in accounts payable and accrued liabilities
|
25
|
|
|
28
|
|
|
3
|
|
|||||
Changes in other current and non-current assets
|
(4
|
)
|
|
(19
|
)
|
|
(3
|
)
|
|||||
Pension fund contribution
|
(63
|
)
|
|
(60
|
)
|
|
(52
|
)
|
|||||
Payments for other employee benefits liabilities
|
(18
|
)
|
|
(20
|
)
|
|
(22
|
)
|
|||||
Other
|
8
|
|
|
9
|
|
|
20
|
|
|||||
Net cash flow provided by operating activities
|
943
|
|
—
|
|
742
|
|
—
|
|
452
|
|
|||
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
|
|
|
||||||||
Cash paid for property, plant and equipment
|
(373
|
)
|
|
(393
|
)
|
|
(374
|
)
|
|||||
Derivative settlements
|
—
|
|
|
4
|
|
|
5
|
|
|||||
Proceeds from the sale of assets or affiliates
|
—
|
|
|
20
|
|
|
65
|
|
|||||
Investment in subsidiaries and affiliates, net of cash acquired
|
(452
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Purchases of alloy
|
—
|
|
|
(8
|
)
|
|
|
(28
|
)
|
||||
Proceeds from sale of alloy
|
—
|
|
|
8
|
|
|
|
47
|
|
||||
Other
|
10
|
|
|
|
—
|
|
|
—
|
|
||||
Net cash flow used for investing activities
|
(815
|
)
|
—
|
|
(369
|
)
|
—
|
|
(297
|
)
|
|||
NET CASH FLOW USED FOR FINANCING ACTIVITIES
|
|
|
|
|
|
||||||||
Proceeds from senior revolving credit and receivables securitization facilities
|
669
|
|
|
1,546
|
|
|
1,276
|
|
|||||
Payments on senior revolving credit and receivables securitization facilities
|
(669
|
)
|
|
(1,652
|
)
|
|
(1,344
|
)
|
|||||
Proceeds from term loan
|
300
|
|
|
|
—
|
|
|
—
|
|
||||
Payments on term loan
|
(300
|
)
|
|
|
—
|
|
|
—
|
|
||||
Proceeds from long-term debt
|
395
|
|
|
—
|
|
|
390
|
|
|||||
Payments on long-term debt
|
(163
|
)
|
|
(8
|
)
|
|
(402
|
)
|
|||||
Dividends paid
|
(81
|
)
|
|
(78
|
)
|
|
(56
|
)
|
|||||
Net (decrease) increase in short-term debt
|
(6
|
)
|
|
(22
|
)
|
|
30
|
|
|||||
Purchases of treasury stock
|
(247
|
)
|
|
(138
|
)
|
|
(44
|
)
|
|||||
Other
|
14
|
|
|
19
|
|
|
8
|
|
|||||
Net cash flow used for financing activities
|
(88
|
)
|
—
|
|
(333
|
)
|
—
|
|
(142
|
)
|
|||
Effect of exchange rate changes on cash
|
(18
|
)
|
|
(11
|
)
|
|
(3
|
)
|
|||||
Net increase in cash, cash equivalents and restricted cash
|
22
|
|
|
29
|
|
|
10
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
96
|
|
|
67
|
|
|
57
|
|
|||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
|
$
|
118
|
|
|
$
|
96
|
|
|
$
|
67
|
|
||
DISCLOSURE OF CASH FLOW INFORMATION
|
|
|
|
|
|
||||||||
Cash paid during the year for income taxes
|
$
|
69
|
|
|
$
|
33
|
|
|
$
|
19
|
|
||
Cash paid during the year for interest
|
$
|
118
|
|
|
$
|
113
|
|
|
$
|
122
|
|
Buildings and leasehold improvements
|
15 – 40 years
|
Machinery and equipment
|
|
Furnaces
|
4 – 15 years
|
Information systems
|
5 – 10 years
|
Equipment
|
5 – 20 years
|
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, 2016-12 and 2016-20.
|
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. We expect to complete our assessment in the second half of 2017 and plan to use the modified-retrospective method of adoption. Many of our customer volume commitments are short-term (as explained on pg. 5 of Item 1A Risk Factors) and contain single performance obligations. As a result, we do not expect many elements of this standard to be applicable to our business model.
Under our current accounting policy (as described in Note 1 of the Consolidated Financial Statements), we recognize revenue when title and risk of loss pass to the customer and collectability is reasonably assured, and we estimate variable consideration based on historical experience, current conditions and contractual obligations. We believe our current variable consideration estimates are largely consistent with the new standard, but we are still analyzing potential quarterly timing differences for our consignment sales arrangements and customized products manufactured for customers. We are also still assessing the standard's new disclosure requirements, including the disaggregation of segment revenue.
|
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 eliminates certain disclosure requirements for financial instruments measured at amortized cost, 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 do not expect the adoption of this standard to have a material impact 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 potential impact of this standard adoption on our financial reporting processes and disclosures. We believe that our adoption of the standard will likely have a material impact to our Consolidated Balance Sheets for the recognition of certain operating leases as right-of-use assets and lease liabilities. Our operating lease obligations are described in Note 8 of the Consolidated Financial Statements. We are in the process of analyzing our lease portfolio and evaluating systems to comply with the standard's retrospective adoption requirements.
|
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. Our current accounts receivable policy (as described in Note 1 of the Consolidated Financial Statements) uses historical and current information to estimate the amount of probable credit losses in our existing accounts receivable. We have not yet analyzed our current systems and methods to determine the impact of using forward-looking information to estimate expected credit losses.
|
ASU 2016-16 "Income Taxes (Topic 740)"
|
This standard clarifies that an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs.
|
January 1, 2018
|
We are currently assessing the impact this standard will have on our Consolidated Financial Statements.
|
Recently adopted standards:
|
|
|
|
ASU 2014-15 "Presentation of Financial Statements - Going Concern (Subtopic 205-40)"
|
This standard provides guidance on management's responsibility to evaluate whether there is substantial doubt about an entity's ability to continue as a going concern and to provide related footnote disclosures in the event of such doubt.
|
January 1, 2016
|
The adoption of this standard did not have a material impact on our Consolidated Financial Statements.
|
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
|
The adoption of this standard did not have a material impact on our Consolidated Financial Statements. This standard permitted us to separately present certain assets in the pension plan assets table of Note 13 to the Consolidated Financial Statements.
|
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.
|
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, 2016
|
The adoption of this standard did not have a material impact on our Consolidated Financial Statements. Please refer to Note 20 of the Consolidated Financial Statements for a detailed explanation of the cumulative effect of adoption recognized on January 1, 2016 and the impact to our Consolidated Statements of Earnings.
|
ASU 2016-15 "Statement of Cash Flows (Topic 230)"
|
This standard addresses the presentation and classification of eight specific cash flow issues, including debt prepayment and extinguishment costs. Entities will adopt the standard using a retrospective method.
|
January 1, 2016
|
The adoption of this standard did not have a material impact on our Consolidated Financial Statements.
|
ASU 2016-18 "Statement of Cash Flows (Topic 230)"
|
This standard requires that a statement of cash flows explain the change in the total of cash, cash equivalents and amounts generally described as restricted cash. Entities will adopt the standard using a retrospective method.
|
January 1, 2016
|
The adoption of this standard did not have a material impact on our Consolidated Financial Statements.
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Reportable Segments
|
|
|
|
|
|
||||||
Composites
|
$
|
1,952
|
|
|
$
|
1,902
|
|
|
$
|
1,919
|
|
Insulation
|
1,748
|
|
|
1,850
|
|
|
1,746
|
|
|||
Roofing
|
2,194
|
|
|
1,766
|
|
|
1,748
|
|
|||
Total reportable segments
|
5,894
|
|
|
5,518
|
|
|
5,413
|
|
|||
Corporate eliminations
|
(217
|
)
|
|
(168
|
)
|
|
(153
|
)
|
|||
NET SALES
|
$
|
5,677
|
|
|
$
|
5,350
|
|
|
$
|
5,260
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Reportable Segments
|
|
|
|
|
|
||||||
Composites
|
$
|
264
|
|
|
$
|
232
|
|
|
$
|
149
|
|
Insulation
|
126
|
|
160
|
|
108
|
||||||
Roofing
|
486
|
|
|
266
|
|
|
232
|
|
|||
Total reportable segments
|
876
|
|
|
658
|
|
|
489
|
|
|||
Restructuring costs
|
(28
|
)
|
|
(2
|
)
|
|
(36
|
)
|
|||
Acquisition-related costs for InterWrap and Ahlstrom transactions
|
(9
|
)
|
|
—
|
|
|
—
|
|
|||
Recognition of InterWrap inventory fair value step-up
|
(10
|
)
|
|
—
|
|
|
—
|
|
|||
Net loss on sale of European Stone Business
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||
Impairment loss on Alcala, Spain facility held for sale
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Gain on sale of Hangzhou, China facility
|
—
|
|
|
—
|
|
|
45
|
|
|||
Net loss related to Hurricane Sandy
|
—
|
|
|
—
|
|
|
(6
|
)
|
|||
General corporate expense and other
|
(130
|
)
|
|
(108
|
)
|
|
(77
|
)
|
|||
EBIT
|
$
|
699
|
|
|
$
|
548
|
|
|
$
|
392
|
|
|
December 31,
|
||||||
TOTAL ASSETS
|
2016
|
|
2015
|
||||
Reportable Segments
|
|
|
|
||||
Composites
|
$
|
2,375
|
|
|
$
|
2,359
|
|
Insulation
|
2,864
|
|
|
2,873
|
|
||
Roofing
|
1,553
|
|
|
1,055
|
|
||
Total reportable segments
|
6,792
|
|
|
6,287
|
|
||
Cash and cash equivalents
|
112
|
|
|
96
|
|
||
Current and noncurrent deferred income taxes
|
375
|
|
|
492
|
|
||
Investments in affiliates
|
50
|
|
|
54
|
|
||
Assets held for sale – current
|
12
|
|
|
12
|
|
||
Corporate property, plant and equipment, other assets and eliminations
|
400
|
|
|
385
|
|
||
CONSOLIDATED TOTAL ASSETS
|
$
|
7,741
|
|
|
$
|
7,326
|
|
|
December 31,
|
||||||
PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHIC REGION
|
2016
|
|
2015
|
||||
United States
|
$
|
2,070
|
|
|
$
|
1,918
|
|
Europe
|
351
|
|
|
359
|
|
||
Asia Pacific
|
360
|
|
|
347
|
|
||
Canada and other
|
331
|
|
|
332
|
|
||
TOTAL PROPERTY, PLANT AND EQUIPMENT
|
$
|
3,112
|
|
|
$
|
2,956
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Reportable Segments
|
|
|
|
|
|
||||||
Composites
|
$
|
138
|
|
|
$
|
125
|
|
|
$
|
129
|
|
Insulation
|
106
|
|
|
101
|
|
|
101
|
|
|||
Roofing
|
46
|
|
|
39
|
|
|
39
|
|
|||
Total reportable segments
|
290
|
|
|
265
|
|
|
269
|
|
|||
General corporate depreciation and amortization (a)
|
53
|
|
|
35
|
|
|
35
|
|
|||
CONSOLIDATED PROVISION FOR DEPRECIATION AND AMORTIZATION
|
$
|
343
|
|
|
$
|
300
|
|
|
$
|
304
|
|
(a)
|
In
2016
,
2015
and 2014, General corporate depreciation and amortization expense included
$19 million
,
$3 million
and
$1 million
, respectively, of accelerated depreciation related to restructuring actions further explained in Note 11 to the Consolidated Financial Statements. In 2014, depreciation expense also included
$3 million
of impairment losses on held for sale assets.
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Reportable Segments
|
|
|
|
|
|
||||||
Composites
|
$
|
152
|
|
|
$
|
186
|
|
|
$
|
239
|
|
Insulation
|
154
|
|
|
141
|
|
|
78
|
|
|||
Roofing
|
66
|
|
|
44
|
|
|
41
|
|
|||
Total reportable segments
|
372
|
|
|
371
|
|
|
358
|
|
|||
General corporate additions
|
42
|
|
|
40
|
|
|
33
|
|
|||
CONSOLIDATED ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT
|
$
|
414
|
|
|
$
|
411
|
|
|
$
|
391
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Finished goods
|
$
|
482
|
|
|
$
|
436
|
|
Materials and supplies
|
228
|
|
|
208
|
|
||
Total inventories
|
$
|
710
|
|
|
$
|
644
|
|
|
|
|
Fair Value at
|
||||||
|
Location
|
|
December 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
|
|
|
$
|
6
|
|
Amount of gain recognized in OCI (effective portion)
|
OCI
|
|
$
|
18
|
|
|
$
|
14
|
|
Fair value hedges
|
|
|
|
|
|
||||
Interest rate swaps
|
Other non current assets
|
|
$
|
—
|
|
|
$
|
4
|
|
Cash flow hedges:
|
|
|
|
|
|
||||
Natural gas forward swaps
|
Other current assets
|
|
$
|
4
|
|
|
$
|
—
|
|
Amount of gain recognized in OCI (effective portion)
|
OCI
|
|
$
|
4
|
|
|
$
|
—
|
|
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
|
|
Amount of loss recognized in OCI related to treasury interest rate lock (effective portion)
|
OCI
|
|
$
|
1
|
|
|
$
|
—
|
|
Derivative assets not designated as hedging instruments:
|
|
|
|
|
|
||||
Natural gas forward swaps
|
Other current assets
|
|
$
|
1
|
|
|
$
|
—
|
|
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
|
|
$
|
2
|
|
|
$
|
—
|
|
|
|
|
Twelve Months Ended December 31,
|
||||||||||
|
Location
|
|
2016
|
|
2015
|
|
2014
|
||||||
Derivative activity designated as hedging instruments:
|
|
|
|
|
|
|
|
||||||
Natural gas and electricity:
|
|
|
|
|
|
|
|
||||||
Amount of loss reclassified from OCI into earnings (effective portion)
|
Cost of sales
|
|
$
|
6
|
|
|
$
|
10
|
|
|
$
|
—
|
|
Foreign Currency
|
|
|
|
|
|
|
|
||||||
Amount of loss reclassified from OCI into earnings (effective portion)
|
|
|
$
|
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) loss recognized in earnings
|
Other expenses, net
|
|
$
|
(2
|
)
|
|
$
|
1
|
|
|
$
|
1
|
|
Foreign currency exchange contract:
|
|
|
|
|
|
|
|
||||||
Amount of (gain) loss recognized in earnings (a)
|
Other expenses, net
|
|
$
|
3
|
|
|
$
|
(6
|
)
|
|
$
|
1
|
|
(a)
|
(Gains) / 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
.
|
December 31, 2016
|
Weighted
Average
Useful
Life
|
|
Gross
Carrying
Amount
|
|
Accumulated
Amortization
|
|
Net
Carrying
Amount
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
|
|
||||||
Customer relationships
|
22
|
|
$
|
252
|
|
|
$
|
(94
|
)
|
|
$
|
158
|
|
Technology
|
19
|
|
216
|
|
|
(103
|
)
|
|
113
|
|
|||
Franchise and other agreements
|
9
|
|
45
|
|
|
(23
|
)
|
|
22
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
|
|
||||||
Trademarks
|
|
|
845
|
|
|
—
|
|
|
845
|
|
|||
Total intangible assets
|
|
|
$
|
1,358
|
|
|
$
|
(220
|
)
|
|
$
|
1,138
|
|
Goodwill
|
|
|
$
|
1,336
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
||||||
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
|
|
|||||
Foreign currency translation
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|||||
Balance at December 31, 2016
|
$
|
252
|
|
|
$
|
216
|
|
|
$
|
45
|
|
|
$
|
845
|
|
|
$
|
1,358
|
|
|
Composites
|
|
Insulation
|
|
Roofing
|
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
56
|
|
|
$
|
888
|
|
|
$
|
223
|
|
|
$
|
1,167
|
|
Foreign currency translation
|
(1
|
)
|
|
—
|
|
|
(3
|
)
|
|
(4
|
)
|
||||
Acquisitions (see Note 7)
|
—
|
|
|
—
|
|
|
173
|
|
|
173
|
|
||||
Balance at December 31, 2016
|
$
|
55
|
|
|
$
|
888
|
|
|
$
|
393
|
|
|
$
|
1,336
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
Land
|
$
|
189
|
|
|
$
|
186
|
|
Buildings and leasehold improvements
|
874
|
|
|
788
|
|
||
Machinery and equipment
|
3,818
|
|
|
3,478
|
|
||
Construction in progress
|
250
|
|
|
359
|
|
||
|
5,131
|
|
|
4,811
|
|
||
Accumulated depreciation
|
(2,019
|
)
|
|
(1,855
|
)
|
||
Property, plant and equipment, net
|
$
|
3,112
|
|
|
$
|
2,956
|
|
Period
|
Minimum
Future Rental
Commitments
|
||
2017
|
$
|
63
|
|
2018
|
$
|
50
|
|
2019
|
$
|
42
|
|
2020
|
$
|
29
|
|
2021
|
$
|
22
|
|
2022 and beyond
|
$
|
48
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Accounts payable
|
$
|
615
|
|
|
$
|
535
|
|
Payroll, vacation pay and incentive compensation
|
160
|
|
|
153
|
|
||
Payroll, property and other taxes
|
46
|
|
|
56
|
|
||
Other employee benefits liabilities
|
36
|
|
|
38
|
|
||
Dividends payable
|
23
|
|
|
21
|
|
||
Warranties (current portion)
|
13
|
|
|
14
|
|
||
Deferred revenue (current portion)
|
11
|
|
|
9
|
|
||
Legal and audit fees
|
8
|
|
|
7
|
|
||
Accrued interest
|
11
|
|
|
7
|
|
||
Restructuring costs
|
2
|
|
|
7
|
|
||
Other
|
35
|
|
|
47
|
|
||
Total
|
$
|
960
|
|
|
$
|
894
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Beginning balance
|
$
|
43
|
|
|
$
|
40
|
|
Amounts accrued for current year
|
21
|
|
|
15
|
|
||
Settlements of warranty claims
|
(12
|
)
|
|
(12
|
)
|
||
Ending balance
|
$
|
52
|
|
|
$
|
43
|
|
Location
|
Ahlstrom Acqusition
|
InterWrap Acquisition
|
Total
|
||||||
Marketing and administrative expenses
|
$
|
1
|
|
$
|
5
|
|
$
|
6
|
|
Other expenses, net
|
3
|
|
—
|
|
3
|
|
|||
Total acquisition-related costs
|
$
|
4
|
|
$
|
5
|
|
$
|
9
|
|
|
Twelve Months Ended December 31,
|
||||||||
Location
|
2016
|
2015
|
2014
|
||||||
Cost of sales
|
$
|
25
|
|
$
|
10
|
|
$
|
3
|
|
Other expenses, net
|
3
|
|
(8
|
)
|
33
|
|
|||
Total restructuring costs
|
$
|
28
|
|
$
|
2
|
|
$
|
36
|
|
|
2016 Cost Reduction Actions
|
InterWrap Acquisition- Related Restructuring
|
2014 Cost Reduction Actions
|
Total
|
||||||||
Balance at December 31, 2015
|
$
|
—
|
|
$
|
—
|
|
$
|
7
|
|
$
|
7
|
|
Restructuring costs
|
18
|
|
3
|
|
7
|
|
28
|
|
||||
Payments
|
—
|
|
—
|
|
(11
|
)
|
(11
|
)
|
||||
Non-cash items and reclassifications to other accounts
|
(17
|
)
|
(3
|
)
|
(2
|
)
|
(22
|
)
|
||||
Balance at December 31, 2016
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
$
|
2
|
|
Cumulative charges incurred
|
$
|
18
|
|
$
|
3
|
|
$
|
45
|
|
$
|
66
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||
6.50% senior notes, net of discount and financing fees, due 2016
|
$
|
—
|
|
|
$
|
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
|
|
||
3.40% senior notes, net of discount and financing fees, due 2026
|
395
|
|
|
—
|
|
||
7.00% senior notes, net of discount and financing fees, due 2036
|
536
|
|
|
536
|
|
||
Various capital leases, due through and beyond 2050
|
33
|
|
|
36
|
|
||
Fair value adjustment to debt
|
8
|
|
|
6
|
|
||
Total long-term debt
|
2,102
|
|
|
1,865
|
|
||
Less – current portion
|
3
|
|
|
163
|
|
||
Long-term debt, net of current portion
|
$
|
2,099
|
|
|
$
|
1,702
|
|
Period
|
Maturities
|
||
2017
|
$
|
6
|
|
2018
|
6
|
|
|
2019
|
150
|
|
|
2020
|
6
|
|
|
2021
|
6
|
|
|
2022 and beyond
|
1,964
|
|
|
Total
|
$
|
2,138
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of period
|
$
|
1,092
|
|
|
$
|
485
|
|
|
$
|
1,577
|
|
|
$
|
1,193
|
|
|
$
|
571
|
|
|
$
|
1,764
|
|
Service cost
|
7
|
|
|
3
|
|
|
10
|
|
|
8
|
|
|
4
|
|
|
12
|
|
||||||
Interest cost
|
44
|
|
|
18
|
|
|
62
|
|
|
44
|
|
|
19
|
|
|
63
|
|
||||||
Actuarial (gain) loss
|
5
|
|
|
75
|
|
|
80
|
|
|
(50
|
)
|
|
(19
|
)
|
|
(69
|
)
|
||||||
Currency (gain)
|
—
|
|
|
(46
|
)
|
|
(46
|
)
|
|
—
|
|
|
(55
|
)
|
|
(55
|
)
|
||||||
Benefits paid
|
(82
|
)
|
|
(21
|
)
|
|
(103
|
)
|
|
(101
|
)
|
|
(21
|
)
|
|
(122
|
)
|
||||||
Settlements/curtailments
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
||||||
Other
|
—
|
|
|
5
|
|
|
5
|
|
|
(2
|
)
|
|
(7
|
)
|
|
(9
|
)
|
||||||
Benefit obligation at end of period
|
$
|
1,066
|
|
|
$
|
512
|
|
|
$
|
1,578
|
|
|
$
|
1,092
|
|
|
$
|
485
|
|
|
$
|
1,577
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Change in Plan Assets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value of assets at beginning of period
|
$
|
806
|
|
|
$
|
379
|
|
|
$
|
1,185
|
|
|
$
|
883
|
|
|
$
|
437
|
|
|
$
|
1,320
|
|
Actual return on plan assets
|
47
|
|
|
53
|
|
|
100
|
|
|
(23
|
)
|
|
2
|
|
|
(21
|
)
|
||||||
Currency (loss)
|
—
|
|
|
(29
|
)
|
|
(29
|
)
|
|
—
|
|
|
(46
|
)
|
|
(46
|
)
|
||||||
Company contributions
|
50
|
|
|
13
|
|
|
63
|
|
|
47
|
|
|
13
|
|
|
60
|
|
||||||
Benefits paid
|
(82
|
)
|
|
(21
|
)
|
|
(103
|
)
|
|
(101
|
)
|
|
(21
|
)
|
|
(122
|
)
|
||||||
Settlements/curtailments
|
—
|
|
|
(4
|
)
|
|
(4
|
)
|
|
—
|
|
|
(7
|
)
|
|
(7
|
)
|
||||||
Other
|
1
|
|
|
2
|
|
|
3
|
|
|
—
|
|
|
1
|
|
|
1
|
|
||||||
Fair value of assets at end of period
|
$
|
822
|
|
|
$
|
393
|
|
|
$
|
1,215
|
|
|
$
|
806
|
|
|
$
|
379
|
|
|
$
|
1,185
|
|
Funded status
|
$
|
(244
|
)
|
|
$
|
(119
|
)
|
|
$
|
(363
|
)
|
|
$
|
(286
|
)
|
|
$
|
(106
|
)
|
|
$
|
(392
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Amounts Recognized in the Consolidated Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Prepaid pension cost
|
$
|
—
|
|
|
$
|
5
|
|
|
$
|
5
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
6
|
|
Accrued pension cost – current
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Accrued pension cost – non-current
|
(244
|
)
|
|
(123
|
)
|
|
(367
|
)
|
|
(286
|
)
|
|
(111
|
)
|
|
(397
|
)
|
||||||
Net amount recognized
|
$
|
(244
|
)
|
|
$
|
(119
|
)
|
|
$
|
(363
|
)
|
|
$
|
(286
|
)
|
|
$
|
(106
|
)
|
|
$
|
(392
|
)
|
Amounts Recorded in Accumulated OCI
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial loss
|
$
|
(433
|
)
|
|
$
|
(129
|
)
|
|
$
|
(562
|
)
|
|
$
|
(431
|
)
|
|
$
|
(96
|
)
|
|
$
|
(527
|
)
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Plans with ABO in excess of fair value
of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation
|
$
|
1,066
|
|
|
$
|
310
|
|
|
$
|
1,376
|
|
|
$
|
1,092
|
|
|
$
|
314
|
|
|
$
|
1,406
|
|
Accumulated benefit obligation
|
$
|
1,066
|
|
|
$
|
305
|
|
|
$
|
1,371
|
|
|
$
|
1,092
|
|
|
$
|
311
|
|
|
$
|
1,403
|
|
Fair value of plan assets
|
$
|
822
|
|
|
$
|
192
|
|
|
$
|
1,014
|
|
|
$
|
806
|
|
|
$
|
206
|
|
|
$
|
1,012
|
|
Plans with fair value of assets in excess of ABO:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Projected benefit obligation
|
$
|
—
|
|
|
$
|
202
|
|
|
$
|
202
|
|
|
$
|
—
|
|
|
$
|
171
|
|
|
$
|
171
|
|
Accumulated benefit obligation
|
$
|
—
|
|
|
$
|
187
|
|
|
$
|
187
|
|
|
$
|
—
|
|
|
$
|
156
|
|
|
$
|
156
|
|
Fair value of plan assets
|
$
|
—
|
|
|
$
|
201
|
|
|
$
|
201
|
|
|
$
|
—
|
|
|
$
|
173
|
|
|
$
|
173
|
|
Total projected benefit obligation
|
$
|
1,066
|
|
|
$
|
512
|
|
|
$
|
1,578
|
|
|
$
|
1,092
|
|
|
$
|
485
|
|
|
$
|
1,577
|
|
Total accumulated benefit obligation
|
$
|
1,066
|
|
|
$
|
492
|
|
|
$
|
1,558
|
|
|
$
|
1,092
|
|
|
$
|
467
|
|
|
$
|
1,559
|
|
Total plan assets
|
$
|
822
|
|
|
$
|
393
|
|
|
$
|
1,215
|
|
|
$
|
806
|
|
|
$
|
379
|
|
|
$
|
1,185
|
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
United States Plans
|
|
|
|
||
Discount rate
|
3.95
|
%
|
|
4.20
|
%
|
Expected return on plan assets
|
6.75
|
%
|
|
7.00
|
%
|
Non-United States Plans
|
|
|
|
||
Discount rate
|
3.14
|
%
|
|
3.88
|
%
|
Expected return on plan assets
|
5.92
|
%
|
|
6.23
|
%
|
Rate of compensation increase
|
4.25
|
%
|
|
3.97
|
%
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
10
|
|
|
$
|
12
|
|
|
$
|
13
|
|
Interest cost
|
62
|
|
|
63
|
|
|
71
|
|
|||
Expected return on plan assets
|
(81
|
)
|
|
(84
|
)
|
|
(84
|
)
|
|||
Amortization of actuarial loss
|
16
|
|
|
18
|
|
|
11
|
|
|||
Settlement/curtailment
|
(6
|
)
|
|
(3
|
)
|
|
—
|
|
|||
Other
|
2
|
|
|
1
|
|
|
—
|
|
|||
Net periodic benefit cost
|
$
|
3
|
|
|
$
|
7
|
|
|
$
|
11
|
|
|
Twelve Months Ended December 31,
|
|||||||||||||
|
2016
|
|
|
|
2015
|
|
|
|
2014
|
|
|
|||
United States Plans
|
|
|
|
|
|
|
|
|
|
|
|
|||
Discount rate
|
4.20
|
%
|
|
|
|
3.85
|
%
|
|
|
|
4.65
|
%
|
|
|
Expected return on plan assets
|
7.00
|
%
|
|
|
|
7.00
|
%
|
|
|
|
7.00
|
%
|
|
|
Rate of compensation increase
|
N/A
|
|
|
(a)
|
|
N/A
|
|
|
(a)
|
|
N/A
|
|
|
(a)
|
Non-United States Plans
|
|
|
|
|
|
|
|
|
|
|
|
|||
Discount rate
|
3.88
|
%
|
|
|
|
3.60
|
%
|
|
|
|
4.45
|
%
|
|
|
Expected return on plan assets
|
6.23
|
%
|
|
|
|
6.27
|
%
|
|
|
|
6.38
|
%
|
|
|
Rate of compensation increase
|
3.97
|
%
|
|
|
|
4.01
|
%
|
|
|
|
3.94
|
%
|
|
|
(a)
|
Not applicable due to changes in plan made on August 1, 2009 that were effective beginning January 1, 2010.
|
|
December 31, 2016
|
||||||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Not subject to leveling
|
|
Total
|
||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic actively managed
|
$
|
69
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
50
|
|
|
$
|
119
|
|
Domestic passive index
|
—
|
|
|
—
|
|
|
—
|
|
|
71
|
|
|
71
|
|
|||||
International actively managed
|
81
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
114
|
|
|||||
International passive index
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
|||||
Fixed income and cash equivalents
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Cash
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Short-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
26
|
|
|||||
Corporate bonds
|
200
|
|
|
25
|
|
|
—
|
|
|
28
|
|
|
253
|
|
|||||
Government debt
|
86
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
86
|
|
|||||
Real estate investment trusts
|
24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
Absolute return strategies
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
52
|
|
|||||
Real assets
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
51
|
|
|||||
Total United States plan assets
|
$
|
460
|
|
|
$
|
25
|
|
|
$
|
—
|
|
|
$
|
337
|
|
|
$
|
822
|
|
|
December 31, 2015
|
||||||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Not subject to leveling
|
|
Total
|
||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic actively managed
|
$
|
85
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
36
|
|
|
$
|
121
|
|
Domestic passive index
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
51
|
|
|||||
International actively managed
|
79
|
|
|
—
|
|
|
—
|
|
|
31
|
|
|
110
|
|
|||||
International passive index
|
—
|
|
|
—
|
|
|
—
|
|
|
23
|
|
|
23
|
|
|||||
Fixed income and cash equivalents
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Cash
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
Short-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
33
|
|
|
33
|
|
|||||
Corporate bonds
|
204
|
|
|
27
|
|
|
—
|
|
|
25
|
|
|
256
|
|
|||||
Government debt
|
88
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
88
|
|
|||||
Real estate investment trusts
|
25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|||||
Absolute return strategies
|
—
|
|
|
—
|
|
|
—
|
|
|
52
|
|
|
52
|
|
|||||
Real assets
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|
46
|
|
|||||
Total United States plan assets
|
$
|
481
|
|
|
$
|
27
|
|
|
$
|
—
|
|
|
$
|
298
|
|
|
$
|
806
|
|
|
December 31, 2016
|
||||||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Not subject to leveling
|
|
Total
|
||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic actively managed
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
28
|
|
|
$
|
29
|
|
Domestic passive index
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
International actively managed
|
—
|
|
|
2
|
|
|
—
|
|
|
58
|
|
|
60
|
|
|||||
International passive index
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||
Fixed income and cash equivalents
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Cash and cash equivalents
|
—
|
|
|
36
|
|
|
—
|
|
|
1
|
|
|
37
|
|
|||||
Corporate bonds
|
—
|
|
|
5
|
|
|
—
|
|
|
163
|
|
|
168
|
|
|||||
Government Debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Absolute return strategies
|
—
|
|
|
—
|
|
|
—
|
|
|
95
|
|
|
95
|
|
|||||
Total non-United States plan assets
|
$
|
—
|
|
|
$
|
44
|
|
|
$
|
—
|
|
|
$
|
349
|
|
|
$
|
393
|
|
|
December 31, 2015
|
||||||||||||||||||
Asset Category
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Not subject to leveling
|
|
Total
|
||||||||||
Equity
|
|
|
|
|
|
|
|
|
|
||||||||||
Domestic actively managed
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
22
|
|
|
$
|
24
|
|
Domestic passive index
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|||||
International actively managed
|
39
|
|
|
5
|
|
|
—
|
|
|
18
|
|
|
62
|
|
|||||
International passive index
|
—
|
|
|
—
|
|
|
—
|
|
|
25
|
|
|
25
|
|
|||||
Fixed income and cash equivalents
|
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Cash and cash equivalents
|
—
|
|
|
24
|
|
|
—
|
|
|
2
|
|
|
26
|
|
|||||
Corporate bonds
|
—
|
|
|
11
|
|
|
—
|
|
|
138
|
|
|
149
|
|
|||||
Government Debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Absolute return strategies
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
92
|
|
|||||
Total non-United States plan assets
|
$
|
39
|
|
|
$
|
42
|
|
|
$
|
—
|
|
|
$
|
298
|
|
|
$
|
379
|
|
Year
|
|
Estimated
Benefit
Payments
|
||
2017
|
|
$
|
100
|
|
2018
|
|
$
|
96
|
|
2019
|
|
$
|
98
|
|
2020
|
|
$
|
97
|
|
2021
|
|
$
|
94
|
|
2022-2026
|
|
$
|
460
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||
|
U.S.
|
|
Non-U.S.
|
|
Total
|
|
U.S.
|
|
Non-U.S.
|
|
Total
|
||||||||||||
Change in Projected Benefit Obligation
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Benefit obligation at beginning of period
|
$
|
230
|
|
|
$
|
13
|
|
|
$
|
243
|
|
|
$
|
238
|
|
|
$
|
16
|
|
|
$
|
254
|
|
Service cost
|
2
|
|
|
—
|
|
|
2
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||||
Interest cost
|
9
|
|
|
—
|
|
|
9
|
|
|
8
|
|
|
1
|
|
|
9
|
|
||||||
Actuarial gain
|
(15
|
)
|
|
—
|
|
|
(15
|
)
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
||||||
Currency gain
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(2
|
)
|
||||||
Plan amendments
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Benefits paid
|
(14
|
)
|
|
(1
|
)
|
|
(15
|
)
|
|
(15
|
)
|
|
(1
|
)
|
|
(16
|
)
|
||||||
Other
|
—
|
|
|
1
|
|
|
1
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Benefit obligation at end of period
|
$
|
212
|
|
|
$
|
13
|
|
|
$
|
225
|
|
|
$
|
230
|
|
|
$
|
13
|
|
|
$
|
243
|
|
Funded status
|
$
|
(212
|
)
|
|
$
|
(13
|
)
|
|
$
|
(225
|
)
|
|
$
|
(230
|
)
|
|
$
|
(13
|
)
|
|
$
|
(243
|
)
|
Amounts Recognized in the Consolidated
Balance Sheets
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Accrued benefit obligation – current
|
$
|
(17
|
)
|
|
$
|
(1
|
)
|
|
$
|
(18
|
)
|
|
$
|
(17
|
)
|
|
$
|
(1
|
)
|
|
$
|
(18
|
)
|
Accrued benefit obligation – non-current
|
(195
|
)
|
|
(12
|
)
|
|
(207
|
)
|
|
(213
|
)
|
|
(12
|
)
|
|
(225
|
)
|
||||||
Net amount recognized
|
$
|
(212
|
)
|
|
$
|
(13
|
)
|
|
$
|
(225
|
)
|
|
$
|
(230
|
)
|
|
$
|
(13
|
)
|
|
$
|
(243
|
)
|
Amounts Recorded in Accumulated OCI
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net actuarial gain
|
$
|
(19
|
)
|
|
$
|
(4
|
)
|
|
$
|
(23
|
)
|
|
$
|
(4
|
)
|
|
$
|
(4
|
)
|
|
$
|
(8
|
)
|
Net prior service credit
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|
(17
|
)
|
|
—
|
|
|
(17
|
)
|
||||||
Net amount recognized
|
$
|
(31
|
)
|
|
$
|
(4
|
)
|
|
$
|
(35
|
)
|
|
$
|
(21
|
)
|
|
$
|
(4
|
)
|
|
$
|
(25
|
)
|
|
December 31,
|
||||
|
2016
|
|
2015
|
||
United States plans
|
3.80
|
%
|
|
4.00
|
%
|
Non-United States plans
|
3.55
|
%
|
|
3.80
|
%
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Service cost
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
2
|
|
Interest cost
|
9
|
|
|
9
|
|
|
10
|
|
|||
Amortization of prior service cost
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Amortization of actuarial gain
|
(1
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|||
Other
|
1
|
|
|
1
|
|
|
—
|
|
|||
Net periodic postretirement benefit cost
|
$
|
7
|
|
|
$
|
7
|
|
|
$
|
6
|
|
|
Twelve Months Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
United States plans
|
4.00
|
%
|
|
3.70
|
%
|
|
4.35
|
%
|
Non-United States plans
|
3.80
|
%
|
|
3.70
|
%
|
|
4.45
|
%
|
|
Twelve Months Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
United States plans
|
|
|
|
|
|
|||
Initial rate at end of year
|
6.78
|
%
|
|
7.00
|
%
|
|
7.00
|
%
|
Ultimate rate
|
5.00
|
%
|
|
5.00
|
%
|
|
5.00
|
%
|
Year in which ultimate rate is reached
|
2025
|
|
|
2025
|
|
|
2024
|
|
Non-United States plans
|
|
|
|
|
|
|||
Initial rate at end of year
|
5.07
|
%
|
|
5.25
|
%
|
|
5.43
|
%
|
Ultimate rate
|
4.70
|
%
|
|
4.70
|
%
|
|
4.70
|
%
|
Year in which ultimate rate is reached
|
2019
|
|
|
2019
|
|
|
2019
|
|
|
1-Percentage Point
|
||||||
|
Increase
|
|
Decrease
|
||||
Increase (decrease) in total service cost and interest cost components of net periodic postretirement benefit cost
|
$
|
1
|
|
|
$
|
—
|
|
Increase (decrease) of accumulated postretirement benefit obligation
|
$
|
8
|
|
|
$
|
(7
|
)
|
Year
|
Estimated
Benefit
Payments
|
||
2017
|
$
|
19
|
|
2018
|
$
|
19
|
|
2019
|
$
|
19
|
|
2020
|
$
|
18
|
|
2021
|
$
|
18
|
|
2022-2026
|
$
|
81
|
|
|
Twelve Months Ended December 31
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number of
Options
|
|
Weighted-
Average
Exercise Price
|
|
Number of
Options
|
|
Weighted-
Average
Exercise Price
|
|
Number of
Options
|
|
Weighted-
Average
Exercise Price
|
|||||||||
Beginning Balance
|
1,953,320
|
|
|
$
|
31.09
|
|
|
2,754,895
|
|
|
$
|
31.04
|
|
|
2,748,720
|
|
|
$
|
29.55
|
|
Granted
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
374,500
|
|
|
37.65
|
|
|||
Exercised
|
(960,570
|
)
|
|
26.90
|
|
|
(691,375
|
)
|
|
29.75
|
|
|
(328,875
|
)
|
|
25.23
|
|
|||
Forfeited
|
(11,350
|
)
|
|
38.50
|
|
|
(105,100
|
)
|
|
38.09
|
|
|
(35,400
|
)
|
|
38.09
|
|
|||
Expired
|
(6,000
|
)
|
|
30.00
|
|
|
(5,100
|
)
|
|
41.89
|
|
|
(4,050
|
)
|
|
34.50
|
|
|||
Ending Balance
|
975,400
|
|
|
$
|
35.14
|
|
|
1,953,320
|
|
|
$
|
31.09
|
|
|
2,754,895
|
|
|
$
|
31.04
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||||||||||
|
|
|
|
Weighted-Average
|
|
Number
Exercisable at
Dec. 31, 2016
|
|
Weighted-Average
|
||||||||||
Range of
Exercise
Prices
|
|
Options
Outstanding
|
|
Remaining
Contractual
Life
|
|
Exercise Price
|
|
Remaining
Contractual
Life
|
|
Exercise Price
|
||||||||
$13.89-$42.16
|
|
975,400
|
|
|
5.25
|
|
$
|
35.14
|
|
|
774,425
|
|
|
4.84
|
|
$
|
34.14
|
|
|
Twelve Months Ended December 31
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number of
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Number of
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Number of
Shares
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||||||||
Beginning Balance
|
1,707,490
|
|
|
$
|
35.37
|
|
|
1,727,741
|
|
|
$
|
33.58
|
|
|
1,735,824
|
|
|
$
|
32.49
|
|
Granted
|
544,627
|
|
|
45.61
|
|
|
625,652
|
|
|
39.75
|
|
|
522,994
|
|
|
36.72
|
|
|||
Vested
|
(398,751
|
)
|
|
37.55
|
|
|
(504,704
|
)
|
|
34.24
|
|
|
(459,359
|
)
|
|
32.49
|
|
|||
Forfeited
|
(52,809
|
)
|
|
39.80
|
|
|
(141,199
|
)
|
|
38.20
|
|
|
(71,718
|
)
|
|
37.17
|
|
|||
Ending Balance
|
1,800,557
|
|
|
$
|
37.78
|
|
|
1,707,490
|
|
|
$
|
35.37
|
|
|
1,727,741
|
|
|
$
|
33.58
|
|
|
Twelve Months Ended December 31
|
|||||||||||||||||||
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
|
Number of
PSUs
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Number of
PSUs
|
|
Weighted-
Average
Grant Date
Fair Value
|
|
Number of
PSUs
|
|
Weighted-
Average
Grant Date
Fair Value
|
|||||||||
Beginning Balance
|
431,400
|
|
|
$
|
44.52
|
|
|
416,250
|
|
|
$
|
49.53
|
|
|
410,500
|
|
|
$
|
53.04
|
|
Granted
|
244,250
|
|
|
48.74
|
|
|
252,200
|
|
|
43.88
|
|
|
248,950
|
|
|
44.43
|
|
|||
Vested
|
(186,750
|
)
|
|
44.43
|
|
|
(151,700
|
)
|
|
56.71
|
|
|
(199,450
|
)
|
|
52.11
|
|
|||
Forfeited/canceled
|
(16,600
|
)
|
|
44.48
|
|
|
(85,350
|
)
|
|
48.66
|
|
|
(43,750
|
)
|
|
41.71
|
|
|||
Ending Balance
|
472,300
|
|
|
$
|
47.19
|
|
|
431,400
|
|
|
$
|
44.52
|
|
|
416,250
|
|
|
$
|
49.53
|
|
|
Twelve Months Ended December 31,
|
|||||
|
2016
|
2015
|
||||
Currency Translation Adjustment
|
|
|
||||
Beginning balance
|
$
|
(247
|
)
|
$
|
(132
|
)
|
Net investment hedge amounts classified into AOCI, net of tax
|
2
|
|
9
|
|
||
Loss on foreign currency translation
|
(39
|
)
|
(124
|
)
|
||
Other comprehensive loss, net of tax
|
(37
|
)
|
(115
|
)
|
||
Ending balance
|
$
|
(284
|
)
|
$
|
(247
|
)
|
|
|
|
||||
|
|
|
||||
Pension and Other Postretirement Adjustment
|
|
|
||||
Beginning balance
|
$
|
(419
|
)
|
$
|
(413
|
)
|
Amounts reclassified from AOCI to net earnings, net of tax (a)
|
4
|
|
6
|
|
||
Amounts classified into AOCI, net of tax
|
(14
|
)
|
(12
|
)
|
||
Other comprehensive loss, net of tax
|
(10
|
)
|
(6
|
)
|
||
Ending balance
|
$
|
(429
|
)
|
$
|
(419
|
)
|
|
|
|
||||
|
|
|
||||
Deferred Gain (Loss) on Hedging
|
|
|
||||
Beginning balance
|
$
|
(4
|
)
|
$
|
(5
|
)
|
Amounts reclassified from AOCI to net earnings, net of tax (b)
|
5
|
|
6
|
|
||
Amounts classified into AOCI, net of tax
|
2
|
|
(5
|
)
|
||
Other comprehensive income, net of tax
|
7
|
|
1
|
|
||
Ending balance
|
$
|
3
|
|
$
|
(4
|
)
|
|
|
|
||||
|
|
|
||||
Total AOCI ending balance
|
$
|
(710
|
)
|
$
|
(670
|
)
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net earnings attributable to Owens Corning
|
$
|
393
|
|
|
$
|
330
|
|
|
$
|
226
|
|
Weighted-average number of shares outstanding used for basic earnings per share
|
114.4
|
|
|
117.2
|
|
|
117.5
|
|
|||
Non-vested restricted and performance shares
|
0.8
|
|
|
0.6
|
|
|
0.4
|
|
|||
Options to purchase common stock
|
0.2
|
|
|
0.4
|
|
|
0.4
|
|
|||
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share
|
115.4
|
|
|
118.2
|
|
|
118.3
|
|
|||
Earnings per common share attributable to Owens Corning common stockholders:
|
|
|
|
|
|
||||||
Basic
|
$
|
3.44
|
|
|
$
|
2.82
|
|
|
$
|
1.92
|
|
Diluted
|
$
|
3.41
|
|
|
$
|
2.79
|
|
|
$
|
1.91
|
|
|
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
|
$
|
16
|
|
|
$
|
—
|
|
|
$
|
16
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
||||||||
Derivative liabilities
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
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
|
|
|
$
|
—
|
|
|
December 31, 2016
|
December 31, 2015
|
||
6.50% senior notes, net of discount, due 2016
|
—
|
%
|
103
|
%
|
9.00% senior notes, net of discount, due 2019
|
114
|
%
|
116
|
%
|
4.20% senior notes, net of discount, due 2022
|
104
|
%
|
99
|
%
|
4.20% senior notes, net of discount, due 2024
|
102
|
%
|
100
|
%
|
3.40% senior notes, net of discount, due 2026
|
95
|
%
|
—
|
%
|
7.00% senior notes, net of discount, due 2036
|
118
|
%
|
105
|
%
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Earnings before taxes:
|
|
|
|
|
|
||||||
United States
|
$
|
281
|
|
|
$
|
214
|
|
|
$
|
106
|
|
Foreign
|
309
|
|
|
239
|
|
|
126
|
|
|||
Total
|
$
|
590
|
|
|
$
|
453
|
|
|
$
|
232
|
|
Income tax expense:
|
|
|
|
|
|
||||||
Current
|
|
|
|
|
|
||||||
United States
|
$
|
(7
|
)
|
|
$
|
2
|
|
|
$
|
(2
|
)
|
State and local
|
4
|
|
|
1
|
|
|
—
|
|
|||
Foreign
|
55
|
|
|
53
|
|
|
22
|
|
|||
Total current
|
52
|
|
|
56
|
|
|
20
|
|
|||
Deferred
|
|
|
|
|
|
||||||
United States
|
117
|
|
|
83
|
|
|
(6
|
)
|
|||
State and local
|
8
|
|
|
10
|
|
|
8
|
|
|||
Foreign
|
11
|
|
|
(29
|
)
|
|
(17
|
)
|
|||
Total deferred
|
136
|
|
|
64
|
|
|
(15
|
)
|
|||
Total income tax expense
|
$
|
188
|
|
|
$
|
120
|
|
|
$
|
5
|
|
|
Twelve Months Ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
United States federal statutory rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
State and local income taxes, net of federal tax benefit
|
2
|
|
|
2
|
|
|
1
|
|
Foreign tax rate differential
|
(4
|
)
|
|
2
|
|
|
(15
|
)
|
U.S. tax expense (benefit) on foreign earnings/loss
|
2
|
|
|
4
|
|
|
(5
|
)
|
Valuation allowance
|
(3
|
)
|
|
(16
|
)
|
|
(1
|
)
|
Uncertain tax positions and settlements
|
1
|
|
|
—
|
|
|
(18
|
)
|
Other, net
|
(1
|
)
|
|
—
|
|
|
5
|
|
Effective tax rate
|
32
|
%
|
|
27
|
%
|
|
2
|
%
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||
|
Deferred
Tax
Assets
|
|
Deferred
Tax
Liabilities
|
|
Deferred
Tax
Assets
|
|
Deferred
Tax
Liabilities
|
||||||||
Other employee benefits
|
$
|
117
|
|
|
$
|
—
|
|
|
$
|
120
|
|
|
$
|
—
|
|
Pension plans
|
146
|
|
|
—
|
|
|
156
|
|
|
—
|
|
||||
Operating loss and tax credit carryforwards
|
826
|
|
|
—
|
|
|
957
|
|
|
—
|
|
||||
Depreciation
|
—
|
|
|
330
|
|
|
—
|
|
|
315
|
|
||||
Amortization
|
—
|
|
|
384
|
|
|
—
|
|
|
367
|
|
||||
State and local taxes
|
5
|
|
|
—
|
|
|
6
|
|
|
—
|
|
||||
Other
|
62
|
|
|
—
|
|
|
62
|
|
|
—
|
|
||||
Subtotal
|
1,156
|
|
|
714
|
|
|
1,301
|
|
|
682
|
|
||||
Valuation allowances
|
(103
|
)
|
|
—
|
|
|
(135
|
)
|
|
—
|
|
||||
Total deferred taxes
|
$
|
1,053
|
|
|
$
|
714
|
|
|
$
|
1,166
|
|
|
$
|
682
|
|
|
Expiration
Dates
|
|
Amounts
|
||
U.S. federal loss carryforwards
|
2027 – 2032
|
|
$
|
584
|
|
U.S. state loss carryforwards (a)
|
2017 – 2034
|
|
72
|
|
|
Foreign loss and tax credit carryforwards
|
Indefinite
|
|
72
|
|
|
Foreign loss and tax credit carryforwards (a)
|
2017 – 2034
|
|
59
|
|
|
U.S. alternative minimum tax credit
|
Indefinite
|
|
19
|
|
|
Other U.S. federal and state tax credits
|
2028 – 2034
|
|
20
|
|
|
Total operating loss and tax credit carryforwards
|
|
|
$
|
826
|
|
(a)
|
As of
December 31, 2016
,
$17 million
of U.S. state and
$13 million
of foreign deferred tax assets related to loss carryforwards are set to expire over the next
three years
.
|
|
Twelve Months Ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Balance at beginning of period
|
$
|
84
|
|
|
$
|
106
|
|
|
$
|
155
|
|
Tax positions related to the current year
|
|
|
|
|
|
||||||
Gross additions
|
1
|
|
|
1
|
|
|
2
|
|
|||
Tax positions related to prior years
|
|
|
|
|
|
||||||
Gross additions
|
19
|
|
|
2
|
|
|
10
|
|
|||
Gross reductions
|
(5
|
)
|
|
(18
|
)
|
|
(57
|
)
|
|||
Settlements
|
(1
|
)
|
|
(7
|
)
|
|
(1
|
)
|
|||
Lapses on statutes of limitations
|
—
|
|
|
—
|
|
|
(3
|
)
|
|||
Balance at end of period
|
$
|
98
|
|
|
$
|
84
|
|
|
$
|
106
|
|
|
Quarter
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,231
|
|
|
$
|
1,545
|
|
|
$
|
1,518
|
|
|
$
|
1,383
|
|
Gross margin
|
$
|
272
|
|
|
$
|
416
|
|
|
$
|
374
|
|
|
$
|
319
|
|
Net earnings attributable to Owens Corning
|
$
|
57
|
|
|
$
|
138
|
|
|
$
|
112
|
|
|
$
|
86
|
|
|
|
|
|
|
|
|
|
||||||||
BASIC EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
|
$
|
0.49
|
|
|
$
|
1.20
|
|
|
$
|
0.98
|
|
|
$
|
0.77
|
|
|
|
|
|
|
|
|
|
||||||||
DILUTED EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING STOCKHOLDERS
|
$
|
0.49
|
|
|
$
|
1.19
|
|
|
$
|
0.97
|
|
|
$
|
0.76
|
|
|
Quarter
|
||||||||||||||
|
First
|
|
Second
|
|
Third
|
|
Fourth
|
||||||||
2015
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
1,203
|
|
|
$
|
1,403
|
|
|
$
|
1,447
|
|
|
$
|
1,297
|
|
Gross margin
|
$
|
209
|
|
|
$
|
308
|
|
|
$
|
340
|
|
|
$
|
296
|
|
Net earnings attributable to Owens Corning
|
$
|
18
|
|
|
$
|
91
|
|
|
$
|
112
|
|
|
$
|
109
|
|
|
|
|
|
|
|
|
|
||||||||
BASIC EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
|
$
|
0.15
|
|
|
$
|
0.77
|
|
|
$
|
0.96
|
|
|
$
|
0.94
|
|
|
|
|
|
|
|
|
|
||||||||
DILUTED EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING STOCKHOLDERS
|
$
|
0.15
|
|
|
$
|
0.77
|
|
|
$
|
0.95
|
|
|
$
|
0.92
|
|
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
|
$
|
—
|
|
|
$
|
4,103
|
|
|
$
|
2,046
|
|
|
$
|
(472
|
)
|
|
$
|
5,677
|
|
COST OF SALES
|
1
|
|
|
3,203
|
|
|
1,564
|
|
|
(472
|
)
|
|
4,296
|
|
|||||
Gross margin
|
(1
|
)
|
|
900
|
|
|
482
|
|
|
—
|
|
|
1,381
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
148
|
|
|
316
|
|
|
120
|
|
|
—
|
|
|
584
|
|
|||||
Science and technology expenses
|
—
|
|
|
68
|
|
|
14
|
|
|
—
|
|
|
82
|
|
|||||
Other expenses, net
|
(14
|
)
|
|
24
|
|
|
6
|
|
|
—
|
|
|
16
|
|
|||||
Total operating expenses
|
134
|
|
|
408
|
|
|
140
|
|
|
—
|
|
|
682
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(135
|
)
|
|
492
|
|
|
342
|
|
|
—
|
|
|
699
|
|
|||||
Interest expense, net
|
99
|
|
|
(2
|
)
|
|
11
|
|
|
—
|
|
|
108
|
|
|||||
Loss (gain) on extinguishment of debt
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
EARNINGS BEFORE TAXES
|
(235
|
)
|
|
494
|
|
|
331
|
|
|
—
|
|
|
590
|
|
|||||
Less: Income tax expense
|
(89
|
)
|
|
206
|
|
|
71
|
|
|
—
|
|
|
188
|
|
|||||
EARNINGS BEFORE EQUITY IN NET EARNINGS OF SUBSIDIARIES AND AFFILIATES
|
(146
|
)
|
|
288
|
|
|
260
|
|
|
—
|
|
|
402
|
|
|||||
Equity in net earnings of subsidiaries
|
539
|
|
|
251
|
|
|
—
|
|
|
(790
|
)
|
|
—
|
|
|||||
Equity in net earnings (loss) of affiliates
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
NET EARNINGS
|
393
|
|
|
539
|
|
|
257
|
|
|
(790
|
)
|
|
399
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
393
|
|
|
$
|
539
|
|
|
$
|
251
|
|
|
$
|
(790
|
)
|
|
$
|
393
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
|
$
|
3,826
|
|
|
$
|
1,892
|
|
|
$
|
(368
|
)
|
|
$
|
5,350
|
|
COST OF SALES
|
1
|
|
|
3,095
|
|
|
1,469
|
|
|
(368
|
)
|
|
4,197
|
|
|||||
Gross margin
|
(1
|
)
|
|
731
|
|
|
423
|
|
|
—
|
|
|
1,153
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
126
|
|
|
285
|
|
|
114
|
|
|
—
|
|
|
525
|
|
|||||
Science and technology expenses
|
—
|
|
|
60
|
|
|
13
|
|
|
—
|
|
|
73
|
|
|||||
Other expenses, net
|
(48
|
)
|
|
26
|
|
|
29
|
|
|
—
|
|
|
7
|
|
|||||
Total operating expenses
|
78
|
|
|
371
|
|
|
156
|
|
|
—
|
|
|
605
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(79
|
)
|
|
360
|
|
|
267
|
|
|
—
|
|
|
548
|
|
|||||
Interest expense, net
|
95
|
|
|
3
|
|
|
2
|
|
|
—
|
|
|
100
|
|
|||||
Loss (gain) on extinguishment of debt
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
EARNINGS BEFORE TAXES
|
(169
|
)
|
|
357
|
|
|
265
|
|
|
—
|
|
|
453
|
|
|||||
Less: Income tax expense
|
(71
|
)
|
|
159
|
|
|
32
|
|
|
—
|
|
|
120
|
|
|||||
EARNINGS BEFORE EQUITY IN NET EARNINGS OF SUBSIDIARIES AND AFFILIATES
|
(98
|
)
|
|
198
|
|
|
233
|
|
|
—
|
|
|
333
|
|
|||||
Equity in net earnings of subsidiaries
|
428
|
|
|
230
|
|
|
—
|
|
|
(658
|
)
|
|
—
|
|
|||||
Equity in net earnings (loss) of affiliates
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
NET EARNINGS
|
330
|
|
|
428
|
|
|
234
|
|
|
(658
|
)
|
|
334
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
330
|
|
|
$
|
428
|
|
|
$
|
230
|
|
|
$
|
(658
|
)
|
|
$
|
330
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
|
$
|
3,699
|
|
|
$
|
1,936
|
|
|
$
|
(375
|
)
|
|
$
|
5,260
|
|
COST OF SALES
|
(12
|
)
|
|
3,065
|
|
|
1,606
|
|
|
(375
|
)
|
|
4,284
|
|
|||||
Gross margin
|
12
|
|
|
634
|
|
|
330
|
|
|
—
|
|
|
976
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
112
|
|
|
252
|
|
|
123
|
|
|
—
|
|
|
487
|
|
|||||
Science and technology expenses
|
—
|
|
|
58
|
|
|
18
|
|
|
—
|
|
|
76
|
|
|||||
Other expenses, net
|
(37
|
)
|
|
9
|
|
|
49
|
|
|
—
|
|
|
21
|
|
|||||
Total operating expenses
|
75
|
|
|
319
|
|
|
190
|
|
|
—
|
|
|
584
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(63
|
)
|
|
315
|
|
|
140
|
|
|
—
|
|
|
392
|
|
|||||
Interest expense, net
|
106
|
|
|
3
|
|
|
5
|
|
|
—
|
|
|
114
|
|
|||||
Loss (gain) on extinguishment of debt
|
46
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
46
|
|
|||||
EARNINGS BEFORE TAXES
|
(215
|
)
|
|
312
|
|
|
135
|
|
|
—
|
|
|
232
|
|
|||||
Less: Income tax expense
|
(81
|
)
|
|
85
|
|
|
1
|
|
|
—
|
|
|
5
|
|
|||||
EARNINGS BEFORE EQUITY IN NET EARNINGS OF SUBSIDIARIES AND AFFILIATES
|
(134
|
)
|
|
227
|
|
|
134
|
|
|
—
|
|
|
227
|
|
|||||
Equity in net earnings of subsidiaries
|
360
|
|
|
133
|
|
|
—
|
|
|
(493
|
)
|
|
—
|
|
|||||
Equity in net earnings (loss) of affiliates
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||
NET EARNINGS
|
226
|
|
|
360
|
|
|
135
|
|
|
(493
|
)
|
|
228
|
|
|||||
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
226
|
|
|
$
|
360
|
|
|
$
|
133
|
|
|
$
|
(493
|
)
|
|
$
|
226
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
NET EARNINGS
|
$
|
393
|
|
|
$
|
539
|
|
|
$
|
257
|
|
|
$
|
(790
|
)
|
|
$
|
399
|
|
Currency translation adjustment, including net investment hedge
|
(37
|
)
|
|
(7
|
)
|
|
(33
|
)
|
|
40
|
|
|
(37
|
)
|
|||||
Pension and other postretirement adjustment (net of tax)
|
(10
|
)
|
|
41
|
|
|
(30
|
)
|
|
(11
|
)
|
|
(10
|
)
|
|||||
Deferred income (loss) on hedging (net of tax)
|
7
|
|
|
1
|
|
|
1
|
|
|
(2
|
)
|
|
7
|
|
|||||
COMPREHENSIVE EARNINGS (LOSS)
|
353
|
|
|
574
|
|
|
195
|
|
|
(763
|
)
|
|
359
|
|
|||||
Less: Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
COMPREHENSIVE EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING
|
$
|
353
|
|
|
$
|
574
|
|
|
$
|
189
|
|
|
$
|
(763
|
)
|
|
$
|
353
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
NET EARNINGS
|
$
|
330
|
|
|
$
|
428
|
|
|
$
|
234
|
|
|
$
|
(658
|
)
|
|
$
|
334
|
|
Currency translation adjustment, including net investment hedge
|
(115
|
)
|
|
(5
|
)
|
|
(118
|
)
|
|
123
|
|
|
(115
|
)
|
|||||
Pension and other postretirement adjustment (net of tax)
|
(6
|
)
|
|
(2
|
)
|
|
8
|
|
|
(6
|
)
|
|
(6
|
)
|
|||||
Deferred income (loss) on hedging (net of tax)
|
1
|
|
|
4
|
|
|
(1
|
)
|
|
(3
|
)
|
|
1
|
|
|||||
COMPREHENSIVE EARNINGS (LOSS)
|
210
|
|
|
425
|
|
|
123
|
|
|
(544
|
)
|
|
214
|
|
|||||
Less: Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|
4
|
|
|||||
COMPREHENSIVE EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING
|
$
|
210
|
|
|
$
|
425
|
|
|
$
|
119
|
|
|
$
|
(544
|
)
|
|
$
|
210
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
NET EARNINGS
|
$
|
226
|
|
|
$
|
360
|
|
|
$
|
135
|
|
|
$
|
(493
|
)
|
|
$
|
228
|
|
Currency translation adjustment, including net investment hedge
|
(134
|
)
|
|
(17
|
)
|
|
(118
|
)
|
|
135
|
|
|
(134
|
)
|
|||||
Pension and other postretirement adjustment (net of tax)
|
(113
|
)
|
|
85
|
|
|
(30
|
)
|
|
(55
|
)
|
|
(113
|
)
|
|||||
Deferred income (loss) on hedging (net of tax)
|
(6
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
6
|
|
|
(6
|
)
|
|||||
COMPREHENSIVE EARNINGS (LOSS)
|
(27
|
)
|
|
423
|
|
|
(14
|
)
|
|
(407
|
)
|
|
(25
|
)
|
|||||
Less: Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
COMPREHENSIVE EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING
|
$
|
(27
|
)
|
|
$
|
423
|
|
|
$
|
(16
|
)
|
|
$
|
(407
|
)
|
|
$
|
(27
|
)
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
55
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
112
|
|
Receivables, net
|
—
|
|
|
—
|
|
|
678
|
|
|
—
|
|
|
678
|
|
|||||
Due from affiliates
|
—
|
|
|
2,612
|
|
|
—
|
|
|
(2,612
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
422
|
|
|
288
|
|
|
—
|
|
|
710
|
|
|||||
Assets held for sale – current
|
—
|
|
|
3
|
|
|
9
|
|
|
—
|
|
|
12
|
|
|||||
Other current assets
|
24
|
|
|
26
|
|
|
24
|
|
|
—
|
|
|
74
|
|
|||||
Total current assets
|
24
|
|
|
3,118
|
|
|
1,056
|
|
|
(2,612
|
)
|
|
1,586
|
|
|||||
Investment in subsidiaries
|
7,745
|
|
|
1,653
|
|
|
—
|
|
|
(9,398
|
)
|
|
—
|
|
|||||
Due from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Property, plant and equipment, net
|
470
|
|
|
1,600
|
|
|
1,042
|
|
|
—
|
|
|
3,112
|
|
|||||
Goodwill
|
—
|
|
|
1,159
|
|
|
177
|
|
|
—
|
|
|
1,336
|
|
|||||
Intangible assets, net
|
—
|
|
|
1,038
|
|
|
217
|
|
|
(117
|
)
|
|
1,138
|
|
|||||
Deferred income taxes
|
(42
|
)
|
|
360
|
|
|
57
|
|
|
—
|
|
|
375
|
|
|||||
Other non-current assets
|
19
|
|
|
64
|
|
|
111
|
|
|
—
|
|
|
194
|
|
|||||
TOTAL ASSETS
|
$
|
8,216
|
|
|
$
|
8,992
|
|
|
$
|
2,660
|
|
|
$
|
(12,127
|
)
|
|
$
|
7,741
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
75
|
|
|
$
|
832
|
|
|
$
|
53
|
|
|
$
|
—
|
|
|
$
|
960
|
|
Due to affiliates
|
1,941
|
|
|
—
|
|
|
671
|
|
|
(2,612
|
)
|
|
—
|
|
|||||
Short-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt – current portion
|
—
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
3
|
|
|||||
Total current liabilities
|
2,016
|
|
|
834
|
|
|
725
|
|
|
(2,612
|
)
|
|
963
|
|
|||||
Long-term debt, net of current portion
|
2,069
|
|
|
12
|
|
|
18
|
|
|
—
|
|
|
2,099
|
|
|||||
Due to affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Pension plan liability
|
244
|
|
|
—
|
|
|
123
|
|
|
—
|
|
|
367
|
|
|||||
Other employee benefits liability
|
—
|
|
|
208
|
|
|
13
|
|
|
—
|
|
|
221
|
|
|||||
Deferred income taxes
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|||||
Other liabilities
|
38
|
|
|
193
|
|
|
50
|
|
|
(117
|
)
|
|
164
|
|
|||||
Redeemable equity
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
OWENS CORNING
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Additional paid in capital
|
3,984
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,984
|
|
|||||
Accumulated earnings
|
1,377
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,377
|
|
|||||
Accumulated other comprehensive deficit
|
(710
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(710
|
)
|
|||||
Cost of common stock in treasury
|
(803
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(803
|
)
|
|||||
Total Owens Corning stockholders’ equity
|
3,849
|
|
|
7,745
|
|
|
1,653
|
|
|
(9,398
|
)
|
|
3,849
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|||||
Total equity
|
3,849
|
|
|
7,745
|
|
|
1,693
|
|
|
(9,398
|
)
|
|
3,889
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
8,216
|
|
|
$
|
8,992
|
|
|
$
|
2,660
|
|
|
$
|
(12,127
|
)
|
|
$
|
7,741
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
96
|
|
Receivables, net
|
—
|
|
|
—
|
|
|
709
|
|
|
—
|
|
|
709
|
|
|||||
Due from affiliates
|
—
|
|
|
2,382
|
|
|
—
|
|
|
(2,382
|
)
|
|
—
|
|
|||||
Inventories
|
—
|
|
|
392
|
|
|
252
|
|
|
—
|
|
|
644
|
|
|||||
Assets held for sale – current
|
—
|
|
|
—
|
|
|
12
|
|
|
—
|
|
|
12
|
|
|||||
Other current assets
|
11
|
|
|
21
|
|
|
15
|
|
|
—
|
|
|
47
|
|
|||||
Total current assets
|
11
|
|
|
2,843
|
|
|
1,036
|
|
|
(2,382
|
)
|
|
1,508
|
|
|||||
Investment in subsidiaries
|
7,220
|
|
|
1,423
|
|
|
—
|
|
|
(8,643
|
)
|
|
—
|
|
|||||
Due from affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Property, plant and equipment, net
|
463
|
|
|
1,451
|
|
|
1,042
|
|
|
—
|
|
|
2,956
|
|
|||||
Goodwill
|
—
|
|
|
1,149
|
|
|
18
|
|
|
—
|
|
|
1,167
|
|
|||||
Intangible assets, net
|
—
|
|
|
986
|
|
|
144
|
|
|
(131
|
)
|
|
999
|
|
|||||
Deferred income taxes
|
—
|
|
|
430
|
|
|
62
|
|
|
—
|
|
|
492
|
|
|||||
Other non-current assets
|
25
|
|
|
61
|
|
|
118
|
|
|
—
|
|
|
204
|
|
|||||
TOTAL ASSETS
|
$
|
7,719
|
|
|
$
|
8,343
|
|
|
$
|
2,420
|
|
|
$
|
(11,156
|
)
|
|
$
|
7,326
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
56
|
|
|
$
|
703
|
|
|
$
|
135
|
|
|
$
|
—
|
|
|
$
|
894
|
|
Due to affiliates
|
1,760
|
|
|
—
|
|
|
622
|
|
|
(2,382
|
)
|
|
—
|
|
|||||
Short-term debt
|
—
|
|
|
—
|
|
|
6
|
|
|
—
|
|
|
6
|
|
|||||
Long-term debt – current portion
|
160
|
|
|
2
|
|
|
1
|
|
|
—
|
|
|
163
|
|
|||||
Total current liabilities
|
1,976
|
|
|
705
|
|
|
764
|
|
|
(2,382
|
)
|
|
1,063
|
|
|||||
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
|
|
|||||
Redeemable equity
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
OWENS CORNING
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
|
|
||||||||||
Preferred stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Common stock
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Additional paid in capital
|
3,965
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,965
|
|
|||||
Accumulated earnings
|
1,055
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,055
|
|
|||||
Accumulated other comprehensive deficit
|
(670
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(670
|
)
|
|||||
Cost of common stock in treasury
|
(612
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(612
|
)
|
|||||
Total Owens Corning stockholders’ equity
|
3,739
|
|
|
7,220
|
|
|
1,423
|
|
|
(8,643
|
)
|
|
3,739
|
|
|||||
Noncontrolling interests
|
—
|
|
|
—
|
|
|
40
|
|
|
—
|
|
|
40
|
|
|||||
Total equity
|
3,739
|
|
|
7,220
|
|
|
1,463
|
|
|
(8,643
|
)
|
|
3,779
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
7,719
|
|
|
$
|
8,343
|
|
|
$
|
2,420
|
|
|
$
|
(11,156
|
)
|
|
$
|
7,326
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
|
$
|
(113
|
)
|
|
$
|
497
|
|
|
$
|
584
|
|
|
$
|
(25
|
)
|
|
$
|
943
|
|
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for property, plant and equipment
|
(20
|
)
|
|
(281
|
)
|
|
(72
|
)
|
|
—
|
|
|
(373
|
)
|
|||||
Derivative settlements
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from the sale of assets or affiliates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Investment in subsidiaries and affiliates, net of cash acquired
|
—
|
|
|
—
|
|
|
(452
|
)
|
|
—
|
|
|
(452
|
)
|
|||||
Purchases of alloy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other
|
10
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|||||
Proceeds from the sale of alloy
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash flow used for investing activities
|
(10
|
)
|
|
(281
|
)
|
|
(524
|
)
|
|
—
|
|
|
(815
|
)
|
|||||
NET CASH FLOW USED FOR FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from senior revolving credit and receivables securitization facilities
|
—
|
|
|
—
|
|
|
669
|
|
|
—
|
|
|
669
|
|
|||||
Payments on senior revolving credit and receivables securitization facilities
|
—
|
|
|
—
|
|
|
(669
|
)
|
|
—
|
|
|
(669
|
)
|
|||||
Proceeds from long-term debt
|
395
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
395
|
|
|||||
Payments on long-term debt
|
(160
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(163
|
)
|
|||||
Proceeds from term loan
|
300
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
300
|
|
|||||
Payments on term loan
|
(300
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(300
|
)
|
|||||
Dividends paid
|
(81
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(81
|
)
|
|||||
Net (decrease) increase in short-term debt
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
—
|
|
|
(6
|
)
|
|||||
Purchases of treasury stock
|
(247
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(247
|
)
|
|||||
Intercompany dividends paid
|
—
|
|
|
—
|
|
|
(25
|
)
|
|
25
|
|
|
—
|
|
|||||
Other
|
14
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14
|
|
|||||
Other intercompany loans
|
208
|
|
|
(208
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash flow used for financing activities
|
129
|
|
|
(209
|
)
|
|
(33
|
)
|
|
25
|
|
|
(88
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(18
|
)
|
|
—
|
|
|
(18
|
)
|
|||||
Net increase in cash, cash equivalents and restricted cash
|
6
|
|
|
7
|
|
|
9
|
|
|
—
|
|
|
22
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
—
|
|
|
48
|
|
|
48
|
|
|
—
|
|
|
96
|
|
|||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
|
$
|
6
|
|
|
$
|
55
|
|
|
$
|
57
|
|
|
$
|
—
|
|
|
$
|
118
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
|
$
|
(106
|
)
|
|
$
|
465
|
|
|
$
|
388
|
|
|
$
|
(5
|
)
|
|
$
|
742
|
|
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for property, plant and equipment
|
(21
|
)
|
|
(271
|
)
|
|
(101
|
)
|
|
—
|
|
|
(393
|
)
|
|||||
Derivative settlements
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Proceeds from the sale of assets or affiliates
|
—
|
|
|
—
|
|
|
20
|
|
|
—
|
|
|
20
|
|
|||||
Investment in subsidiaries and affiliates, net of cash acquired
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Purchases of alloy
|
—
|
|
|
—
|
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Proceeds from sale of alloy
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
8
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash flow used for investing activities
|
(17
|
)
|
|
(271
|
)
|
|
(81
|
)
|
|
—
|
|
|
(369
|
)
|
|||||
NET CASH FLOW USED FOR FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from senior revolving credit and receivables securitization facilities
|
1,236
|
|
|
—
|
|
|
310
|
|
|
—
|
|
|
1,546
|
|
|||||
Payments on senior revolving credit and receivables securitization facilities
|
(1,236
|
)
|
|
—
|
|
|
(416
|
)
|
|
—
|
|
|
(1,652
|
)
|
|||||
Proceeds from term loan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments on term loan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from long-term debt
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments on long-term debt
|
(5
|
)
|
|
(1
|
)
|
|
(2
|
)
|
|
—
|
|
|
(8
|
)
|
|||||
Dividends paid
|
(78
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(78
|
)
|
|||||
Net (decrease) increase in short-term debt
|
—
|
|
|
(25
|
)
|
|
3
|
|
|
—
|
|
|
(22
|
)
|
|||||
Purchases of treasury stock
|
(138
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(138
|
)
|
|||||
Other
|
19
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19
|
|
|||||
Intercompany dividends paid
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
5
|
|
|
—
|
|
|||||
Other intercompany loans
|
325
|
|
|
(121
|
)
|
|
(204
|
)
|
|
—
|
|
|
—
|
|
|||||
Net cash flow used for financing activities
|
123
|
|
|
(147
|
)
|
|
(314
|
)
|
|
5
|
|
|
(333
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(11
|
)
|
|
—
|
|
|
(11
|
)
|
|||||
Net increase in cash, cash equivalents and restricted cash
|
—
|
|
|
47
|
|
|
(18
|
)
|
|
—
|
|
|
29
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
—
|
|
|
1
|
|
|
66
|
|
|
—
|
|
|
67
|
|
|||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
|
$
|
—
|
|
|
$
|
48
|
|
|
$
|
48
|
|
|
$
|
—
|
|
|
$
|
96
|
|
|
Parent
|
|
Guarantor
Subsidiaries
|
|
Non-Guarantor
Subsidiaries
|
|
Eliminations
|
|
Consolidated
|
||||||||||
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
|
$
|
(110
|
)
|
|
$
|
474
|
|
|
$
|
94
|
|
|
$
|
(6
|
)
|
|
$
|
452
|
|
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash paid for property, plant and equipment
|
(13
|
)
|
|
(223
|
)
|
|
(138
|
)
|
|
—
|
|
|
(374
|
)
|
|||||
Derivative settlements
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
5
|
|
|||||
Proceeds from the sale of assets or affiliates
|
44
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|
65
|
|
|||||
Investment in subsidiaries and affiliates, net of cash required
|
—
|
|
|
(5
|
)
|
|
(7
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Purchases of alloy
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
—
|
|
|
(28
|
)
|
|||||
Proceeds from sale of alloy
|
4
|
|
|
—
|
|
|
43
|
|
|
—
|
|
|
47
|
|
|||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net cash flow used for investing activities
|
35
|
|
|
(228
|
)
|
|
(104
|
)
|
|
—
|
|
|
(297
|
)
|
|||||
NET CASH FLOW USED FOR FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
|
||||||||||
Proceeds from senior revolving credit and receivables securitization facilities
|
1,226
|
|
|
—
|
|
|
50
|
|
|
—
|
|
|
1,276
|
|
|||||
Payments on senior revolving credit and receivables securitization facilities
|
(1,238
|
)
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
(1,344
|
)
|
|||||
Proceeds from term loan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Payments on term loan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Proceeds from long-term debt
|
390
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
390
|
|
|||||
Payments on long-term debt
|
(400
|
)
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(402
|
)
|
|||||
Dividends paid
|
(56
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(56
|
)
|
|||||
Net (decrease) increase in short-term debt
|
—
|
|
|
25
|
|
|
5
|
|
|
—
|
|
|
30
|
|
|||||
Purchases of treasury stock
|
(44
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(44
|
)
|
|||||
Other
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|||||
Intercompany dividends paid
|
—
|
|
|
—
|
|
|
(6
|
)
|
|
6
|
|
|
—
|
|
|||||
Other intercompany loans
|
189
|
|
|
(273
|
)
|
|
84
|
|
|
—
|
|
|
—
|
|
|||||
Net cash flow used for financing activities
|
75
|
|
|
(248
|
)
|
|
25
|
|
|
6
|
|
|
(142
|
)
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
|
—
|
|
|
(3
|
)
|
|
—
|
|
|
(3
|
)
|
|||||
Net increase in cash, cash equivalents and restricted cash
|
—
|
|
|
(2
|
)
|
|
12
|
|
|
—
|
|
|
10
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
—
|
|
|
3
|
|
|
54
|
|
|
—
|
|
|
57
|
|
|||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
66
|
|
|
$
|
—
|
|
|
$
|
67
|
|
Number
|
|
Description
|
Page
|
II
|
|
Valuation and Qualifying Accounts and Reserves – for the years ended December 31, 2016, 2015 and 2014
|
|
Balance at
Beginning
of Period
|
|
Charged to
Costs and
Expenses
|
|
Charged to
Other
Accounts
|
|
Deductions
|
|
|
Acquisitions
and
Divestitures
|
|
Balance
at End
of Period
|
||||||||||||
FOR THE YEAR ENDED DECEMBER 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
8
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(1
|
)
|
(a)
|
|
$
|
—
|
|
|
$
|
9
|
|
Tax valuation allowance
|
$
|
135
|
|
|
$
|
(27
|
)
|
|
$
|
(5
|
)
|
|
$
|
—
|
|
|
|
$
|
—
|
|
|
$
|
103
|
|
FOR THE YEAR ENDED DECEMBER 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
(a)
|
|
$
|
—
|
|
|
$
|
8
|
|
Tax valuation allowance
|
$
|
227
|
|
|
$
|
(73
|
)
|
|
$
|
(18
|
)
|
|
$
|
(1
|
)
|
|
|
$
|
—
|
|
|
$
|
135
|
|
FOR THE YEAR ENDED DECEMBER 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Allowance for doubtful accounts
|
$
|
14
|
|
|
$
|
2
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
(a)
|
|
$
|
—
|
|
|
$
|
10
|
|
Tax valuation allowance
|
$
|
270
|
|
|
$
|
(15
|
)
|
|
$
|
(17
|
)
|
|
$
|
(11
|
)
|
|
|
$
|
—
|
|
|
$
|
227
|
|
(a)
|
Uncollectible accounts written off, net of recoveries.
|
Exhibit
Number
|
|
Description
|
3.1
|
|
Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended March 31, 2016).
|
|
|
|
3.2
|
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to Owens Corning’s Quarterly Report on Form 10-Q (File 1-33100), for the quarter ended March 31, 2016).
|
|
|
|
4.1
|
|
Indenture, dated as of October 31, 2006, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed November 2, 2006).
|
|
|
|
4.2
|
|
First Supplemental Indenture, dated as of April 13, 2007, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed April 13, 2007).
|
|
|
|
4.3
|
|
Second Supplemental Indenture, dated as of December 12, 2007, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to Owens Corning’s Annual Report on Form 10-K (File No. 1-33100) for the year ended December 31, 2007).
|
|
|
|
4.4
|
|
Third Supplemental Indenture, dated as of April 24, 2008, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100) for the quarter ended June 30, 2008).
|
|
|
|
4.5
|
|
Indenture, dated as of June 2, 2009, between Owens Corning, certain of Owens Corning’s subsidiaries and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Registration Statement on Form S-3 (File No. 333-159689), filed June 3, 2009).
|
|
|
|
4.6
|
|
First Supplemental Indenture, dated June 8, 2009, between Owens Corning, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed June 8, 2009).
|
|
|
|
4.7
|
|
Form of 9.000% Senior Notes due 2019 (incorporated by reference to Exhibit 4.2 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed June 8, 2009).
|
|
|
|
4.8
|
|
Form of 4.200% Senior Notes due 2022 (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed October 22, 2013).
|
|
|
|
4.9
|
|
Form of 4.200% Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed November 12, 2014).
|
|
|
|
4.10
|
|
Second Supplemental Indenture, dated as of May 26, 2010, by and among Owens Corning, certain subsidiaries, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed May 28, 2010).
|
|
|
|
4.11
|
|
Third Supplemental Indenture, dated as of October 22, 2012, by and among Owens Corning, certain subsidiaries, and Wells Fargo Bank, National Association, as successor Trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Form 8-K (File No. 1-33100), filed October 22, 2012).
|
|
|
|
4.12
|
|
Fourth Supplemental Indenture, dated as of November 12, 2014, by and among Owens Corning, the guarantors named therein and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100) filed November12, 2014).
|
|
|
|
4.13
|
|
Fifth Supplemental Indenture, dated as of August 8, 2016, by and among the Company, the guarantors party thereto and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100) filed August 8, 2016).
|
|
|
|
4.14
|
|
Form of 3.400% Senior Notes due 2026 (incorporated by reference to Exhibit 4.2 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100) filed August 8, 2016).
|
|
|
|
10.1
|
|
Amended and Restated Credit Agreement, dated as of November 13, 2015, by and among the Company, certain of its subsidiaries, the lenders signatory thereto and Wells Fargo Bank, National Association, as Administrative Agent, (incorporated by reference to Exhibit 10.1 of Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed November 17, 2015).
|
|
|
|
10.2
|
|
First Amendment to the Amended and Restated Credit Agreement, dated as of March 22, 2016, by and among the Company, certain of its subsidiaries, the lenders signatory thereto and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed April 22, 2016).
|
|
|
|
10.3
|
|
Acknowledgment and Agreement and Second Amendment to Amended and Restated Credit Agreement, dated as of May 27, 2016, (incorporated by reference to Exhibit 10.40 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended June 30, 2016.
|
|
|
|
10.4
|
|
Purchase and Sale Agreement dated as of March 31, 2011 between Owens Corning Sales, LLC and Owens Corning Receivables LLC (incorporated by reference to Exhibit 10.2 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed April 5, 2011).
|
|
|
|
10.5
|
|
Amended and Restated Receivables Purchase Agreement dated as of December 16, 2011 (incorporated by reference to Exhibit 10.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed December 19, 2011).
|
|
|
|
10.6
|
|
Second Amendment to Amended and Restated Purchase Agreement dated as of July 26, 2013 (incorporated by reference to Exhibit 10.1 to Owens Corning Current Report on Form 8-K (File No. 1-33100), filed July 29, 2013).
|
|
|
|
10.7
|
|
Performance Guaranty dated as of March 31, 2011 (incorporated by reference to Exhibit 10.3 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed April 5, 2011).
|
|
|
|
10.8
|
|
Key Management Severance Agreement with Charles E. Dana (incorporated by reference to Exhibit 10.18 to Owens Corning’s annual report on Form 10-K (File No. 1-33100) for the year ended December 31, 2008).*
|
|
|
|
10.9
|
|
Form of Key Management Severance Agreement for Executive Officers* (incorporated by reference to Exhibit 10.10 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100) for the year ended December 31, 2013).*
|
|
|
|
10.10
|
|
Amended and restated Key Management Severance Agreement with Michael H. Thaman (incorporated by reference to Exhibit 10 to Owens Corning Sales, LLC’s Annual Report on Form 10-K (File No. 1-3660) for the year ended December 31, 2005).*
|
|
|
|
10.11
|
|
Amendment, dated April 16, 2015, to Key Management Severance Agreement with Michael H. Thaman (incorporated by reference to Exhibit 10.31 to Owens Corning’s Quarterly Report on Form 10-Q (File 1-33100), for the quarter ended March 31, 2015).*
|
|
|
|
10.12
|
|
Form of Directors’ Indemnification Agreement (incorporated by reference to Exhibit 10.2 of Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed November 2, 2006).
|
|
|
|
10.13
|
|
Owens Corning Long-Term Incentive Plan (incorporated by reference to Exhibit 10 to Owens Corning Sales, LLC’s Quarterly Report on Form 10-Q (File No. 1-3660) for the quarter ended June 30, 2003).*
|
|
|
|
10.14
|
|
Owens Corning Executive Supplemental Benefit Plan, 2009 Restatement (incorporated by reference to Exhibit 10.28 to Owens Corning’s annual report on Form 10-K (File No. 1-33100) for the year ended December 31, 2008).*
|
|
|
|
10.15
|
|
Corporate Incentive Plan Terms Applicable to Certain Executive Officers (incorporated by reference to Exhibit 10 to Owens Corning Sales, LLC’s Quarterly Report on Form 10-Q (File No. 1-3660) for the quarter ended March 31, 1999).*
|
|
|
|
10.16
|
|
Amended and Restated Corporate Incentive Plan Terms Applicable to Certain Executive Officers (incorporated by reference to Annex B to Owens Corning’s Proxy Statement (File No. 1-33100), filed March 16, 2011).*
|
|
|
|
10.17
|
|
Owens Corning Supplemental Executive Retirement Plan, as amended and restated, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.30 to Owens Corning’s annual report on Form 10-K (File No. 1-33100) for the year ended December 31, 2008).*
|
|
|
|
10.18
|
|
Corporate Incentive Plan Terms Applicable to Key Employees Other Than Certain Executive Officers (incorporated by reference to Exhibit 10 to Owens Corning Sales, LLC’s Quarterly Report on Form 10-Q (File No. 1-3660) for the quarter ended June 30, 1999).*
|
|
|
|
10.19
|
|
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 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100) for the quarter ended March 31, 2016).*
|
|
|
|
10.20
|
|
Owens Corning Deferred Compensation Plan, effective as of January 1, 2007 (incorporated by reference to Exhibit 10.5 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100) for the quarter ended March 31, 2007).*
|
|
|
|
10.21
|
|
First Amendment to the Owens Corning Deferred Compensation Plan, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.33 to Owens Corning’s annual report on Form 10-K (File No. 1-33100) for the year ended December 31, 2008).*
|
|
|
|
10.22
|
|
Owens Corning Amended and Restated Deferred Compensation Plan, effective as of January 1, 2014 (incorporated by reference to Exhibit 10.22 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100) for the year ended December 31, 2013).*
|
|
|
|
10.23
|
|
Owens Corning 2010 Stock Plan (incorporated by reference to Exhibit 10.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed April 23, 2010).*
|
|
|
|
10.24
|
|
Owens Corning 2013 Stock Plan (incorporated by reference to Annex C to Owens Corning’s Proxy Statement (File No 1-33100), filed March 14, 2013).*
|
|
|
|
10.25
|
|
Owens Corning 2016 Stock Plan (incorporated by reference to Exhibit 10.39 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100) for the quarter ended March 31, 2016).*
|
|
|
|
10.26
|
|
Owens Corning Employee Stock Purchase Plan, effective as of April 18, 2013, (incorporated by reference to Annex B to Owens Corning’s Proxy Statement (File No. 1-33100), filed March 14, 2013).*
|
|
|
|
10.27
|
|
Form of Owens Corning 2013 Long Term Incentive Program Award Agreement for Option Award (incorporated by reference to Exhibit 10.27 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100) for the year ended December 31, 2013).*
|
|
|
|
10.28
|
|
Form of Owens Corning 2013 Long Term Incentive Program Award Agreement for Performance Share Unit (incorporated by reference to Exhibit 10.28 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100) for the year ended December 31, 2013).*
|
|
|
|
10.29
|
|
Form of Owens Corning 2016 Long Term Incentive Program Award Agreement for Performance Share Unit (filed herewith)*
|
|
|
|
10.30
|
|
Form of Owens Corning 2013 Long Term Incentive Program Award Agreement for Restricted Stock Unit (incorporated by reference to Exhibit 10.29 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100) for the year ended December 31, 2013).*
|
|
|
|
10.31
|
|
Form of Owens Corning 2013 Long Term Incentive Program Award Agreement for Restricted Stock (incorporated by reference to Exhibit 10.30 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100) for the year ended December 31, 2013).*
|
|
|
|
10.32
|
|
Form of Deferred Stock Unit Award Agreement for Directors (incorporated by reference to Exhibit 10.32 to Owens Corning’s Quarterly Report on Form 10-Q (File 1-33100), for the quarter ended June 30, 2015).*
|
|
|
|
10.33
|
|
Form of Long Term Incentive Program Award Agreement for Restricted Stock Unit (incorporated by reference to Exhibit 10.33 to Owens Corning’s Quarterly Report on Form 10-Q (File 1-33100), for the quarter ended June 30, 2015).*
|
|
|
|
10.34
|
|
Form of Long Term Incentive Program Award Agreement for Performance Share Unit (incorporated by reference to Exhibit 10.34 to Owens Corning’s Quarterly Report on Form 10-Q (File 1-33100), for the quarter ended June 30, 2015).*
|
|
|
|
10.35
|
|
Form of Long Term Incentive Program Award Agreement for Restricted Stock (incorporated by reference to Exhibit 10.35 to Owens Corning’s Quarterly Report on Form 10-Q (File 1-33100), for the quarter ended June 30, 2015).*
|
|
|
|
21.1
|
|
Subsidiaries of Owens Corning (filed herewith).
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP (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 Taxonomy Extension Schema
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase
|
*
|
Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Form 10-K.
|
(a)
|
In exchange for the consideration provided by the Company in this Agreement, Holder agrees that, during the Covenant Period, Holder shall not, without the prior written consent of the Company: i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, , lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; ii)
participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; iii)
directly or indirectly, on behalf of Holder or any other person or entity
,
offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to Holder’s knowledge, potential customer of the Company or any Subsidiary; or iv)
directly or indirectly engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any employee, independent contractor, consultant, sales representative, vendor, supplier, distributor, independent contractor, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date.
|
Subsidiaries of Owens Corning (12/31/2016)
|
State or Other Jurisdiction Under the Laws of Which Organized
|
0979301 B.C. Ltd.
|
British Columbia
|
CDC Corporation
|
Wisconsin
|
Crown Mfg. Inc.
|
Ontario
|
Dutch OC Coöperatief Invest U.A.
|
The Netherlands
|
Engineered Pipe Systems, Inc.
|
Delaware
|
Eric Company
|
Delaware
|
European Owens Corning Fiberglas SPRL
|
Belgium
|
Finefiber (Shanghai) Building Material Co. Ltd.
|
China
|
Finefiber Insulation Co. Pte. Ltd.
|
Singapore
|
IBCO SRL
|
Barbados
|
Instalaciones Especializadas en Confort Termoacustico y Ampliacion,
|
|
S. de R.L. de C.V.
|
Mexico
|
International Packaging Products Pvt. Ltd.
|
India
|
InterWrap (Hong Kong) Ltd.
|
Hong Kong
|
InterWrap (Qingdao) Trading Co., Ltd.
|
China
|
InterWrap B.V.
|
The Netherlands
|
InterWrap Coöperatief U.A.
|
The Netherlands
|
InterWrap Corp.
|
Oregon
|
InterWrap Corp. Pvt. Ltd.
|
India
|
InterWrap Inc.
|
British Columbia
|
Inversiones Owens Corning Chile Holdings Limitada
|
Chile
|
IP Owens Corning I, S. de R.L. de C.V.
|
Mexico
|
IPM Inc.
|
Delaware
|
OC Canada Finance Inc.
|
Canada
|
OC Canada Holdings Company
|
Nova Scotia
|
OC Canada Holdings General Partnership
|
Delaware
|
OC Celfortec Company
|
Nova Scotia
|
OC Latin American Holdings GmbH
|
Austria
|
OC NL Invest Coöperatief U.A.
|
The Netherlands
|
OC PRO CV
|
The Netherlands
|
OCCV1, Inc.
|
Delaware
|
OCCV2, LLC
|
Delaware
|
OCV (Thailand) Company Limited
|
Thailand
|
OCV Chambéry France
|
France
|
OCV Chambéry International
|
France
|
OCV Finance, LLC
|
Delaware
|
OCV Intellectual Capital, LLC
|
Delaware
|
OCV Italia Srl
|
Italy
|
OCV Mexico S. de R.L. de C.V.
|
Mexico
|
OCV Reinforcements Alcala Spain, S.L.
|
Spain
|
OCV Servicios Mexico, S.A. de C.V.
|
Mexico
|
OCV Steklovolokno OAO
|
Russia
|
Owens Corning (Australia) Pty Limited
|
Australia
|
Owens Corning (China) Investment Company Limited
|
China
|
Owens Corning (Guangzhou) Fiberglas Co., Ltd.
|
China
|
Owens Corning (Nanjing) Building Materials Co., Ltd.
|
China
|
Owens Corning (Shanghai) Fiberglas Co., Ltd.
|
China
|
Owens Corning (Singapore) Pte Ltd
|
Singapore
|
Owens Corning (Tianjin) Building Materials Co., Ltd.
|
China
|
Owens Corning (Xi’an) Building Materials Co., Ltd.
|
China
|
Owens Corning Alloy Canada GP Inc.
|
Canada
|
Owens Corning Alloy Canada LP
|
Manitoba
|
Owens Corning Argentina Sociedad de Responsabilidad Limitada
|
Argentina
|
Owens Corning Automotive, LLC
|
Delaware
|
Owens Corning BM (Korea), Ltd
|
Korea
|
Owens-Corning Britinvest Limited
|
United Kingdom
|
Owens Corning Canada GP Inc.
|
Canada
|
Owens Corning Canada Holdings B.V.
|
The Netherlands
|
Owens Corning Canada LP
|
Manitoba
|
Owens Corning Cayman (China) Holdings
|
Cayman Islands
|
Owens-Corning Cayman Limited
|
Cayman Islands
|
Owens Corning Celfortec Canada GP Inc.
|
Canada
|
Owens Corning Celfortec LP
|
Manitoba
|
Owens Corning Composites (Beijing) Co., Ltd.
|
China
|
Owens Corning Composites (China) Co., Ltd.
|
China
|
Owens Corning Composite Materials Canada GP Inc.
|
Nova Scotia
|
Owens Corning Composite Materials Canada LP
|
Manitoba
|
Owens Corning Composite Materials, LLC
|
Delaware
|
Owens Corning Construction Services, LLC
|
Delaware
|
Owens Corning DC Pension Plan Limited
|
United Kingdom
|
Owens Corning Elaminator Insulation Systems, LLC
|
Delaware
|
Owens Corning Enterprise (India) Pvt. Ltd.
|
India
|
Owens Corning Fabrics (Changzhou) Co., Ltd.
|
China
|
Owens Corning Fabwel, LLC
|
Delaware
|
Owens Corning Fiberglas A.S. Limitada
|
Brazil
|
Owens-Corning Fiberglas Deutschland GmbH
|
Germany
|
Owens Corning Fiberglas Espana, SL
|
Spain
|
Owens Corning Fiberglas France
|
France
|
Owens Corning Fiberglas S.R.L.
|
Uruguay
|
Owens Corning Fiberglas (U.K.) Pension Plan Ltd.
|
United Kingdom
|
Owens Corning Financial Services ULC
|
Nova Scotia
|
Owens Corning Finland Oy
|
Finland
|
Owens Corning Foam Insulation, LLC
|
Delaware
|
Owens Corning Franchising, LLC
|
Delaware
|
Owens-Corning Funding Corporation
|
Delaware
|
Owens Corning GlassMetal Services (Suzhou) Co., Ltd.
|
China
|
Owens Corning Global Holdings LP
|
British Columbia
|
Owens Corning Holdings 1 CV
|
The Netherlands
|
Owens Corning Holdings 3 CV
|
The Netherlands
|
Owens Corning Holdings 4 CV
|
The Netherlands
|
Owens Corning Holdings 5 CV
|
The Netherlands
|
Owens Corning Holdings Holland B.V.
|
The Netherlands
|
Owens Corning HOMExperts, Inc.
|
Delaware
|
Owens Corning Hong Kong Limited
|
Hong Kong
|
Owens Corning HT, Inc.
|
Delaware
|
Owens-Corning (India) Private Limited
|
India
|
Owens Corning Industries (India) Private Limited
|
India
|
Owens Corning Insulating Systems, LLC
|
Delaware
|
Owens Corning Insulating Systems Canada GP Inc.
|
Canada
|
Owens Corning Insulating Systems Canada LP
|
Manitoba
|
Owens Corning Intellectual Capital, LLC
|
Delaware
|
Owens Corning International Holdings C.V.
|
The Netherlands
|
Owens Corning Japan, LLC
|
Japan
|
Owens Corning Kohold B.V.
|
The Netherlands
|
Owens Corning Korea
|
Korea
|
Owens Corning Mexico, S. de R.L. de C.V.
|
Mexico
|
Owens Corning Mineral Wool, LLC
|
Delaware
|
Owens Corning Non-Woven Technology, LLC
|
Delaware
|
Owens Corning Receivables LLC
|
Delaware
|
Owens Corning Reinforcements (Hangzhou) Co., Ltd.
|
China
|
Owens Corning Remodeling Canada GP Inc.
|
Canada
|
Owens Corning Remodeling Canada LP
|
Manitoba
|
Owens Corning Remodeling Systems, LLC
|
Delaware
|
Owens Corning Roofing and Asphalt, LLC
|
Delaware
|
Owens Corning Sales, LLC
|
Delaware
|
Owens Corning Science and Technology, LLC
|
Delaware
|
Owens Corning Sunrooms Franchising, LLC
|
Delaware
|
Owens Corning Supplementary Pension Plan Limited
|
United Kingdom
|
Owens Corning Technical Fabrics, LLC
|
Delaware
|
Owens Corning U.S. Holdings, LLC
|
Delaware
|
Owens-Corning Veil Netherlands B.V.
|
The Netherlands
|
Owens-Corning Veil U.K. Ltd.
|
United Kingdom
|
Qingdao Novia Polymer Co., Ltd.
|
China
|
Soltech, Inc.
|
Kentucky
|
Tecnologia Owens Corning I, S. de R.L. de C.V.
|
Mexico
|
TF Holding Corp.
|
Delaware
|
Thermafiber, Inc.
|
Delaware
|
Transandina de Comercio S.A.
|
Chile
|
1.
|
I have reviewed this annual report on Form 10-K 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 annual report on Form 10-K 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.
|