|
|
|
Delaware
|
|
43-2109021
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
|
|
|
One Owens Corning Parkway, Toledo, OH
|
|
43659
|
(Address of principal executive offices)
|
|
(Zip Code)
|
Large accelerated filer
þ
|
Accelerated filer
¨
|
Non-accelerated filer
¨
(Do not check if a smaller reporting company)
|
Smaller reporting company
¨
|
Emerging growth company
¨
|
|
|
Three Months Ended March 31,
|
|||||
|
2017
|
2016
|
||||
NET SALES
|
$
|
1,478
|
|
$
|
1,231
|
|
COST OF SALES
|
1,135
|
|
959
|
|
||
Gross margin
|
343
|
|
272
|
|
||
OPERATING EXPENSES
|
|
|
||||
Marketing and administrative expenses
|
142
|
|
134
|
|
||
Science and technology expenses
|
21
|
|
19
|
|
||
Other expenses, net
|
10
|
|
3
|
|
||
Total operating expenses
|
173
|
|
156
|
|
||
EARNINGS BEFORE INTEREST AND TAXES
|
170
|
|
116
|
|
||
Interest expense, net
|
26
|
|
23
|
|
||
EARNINGS BEFORE TAXES
|
144
|
|
93
|
|
||
Income tax expense
|
43
|
|
34
|
|
||
NET EARNINGS
|
101
|
|
59
|
|
||
Net earnings attributable to noncontrolling interests
|
—
|
|
2
|
|
||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
101
|
|
$
|
57
|
|
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
|
|
|
||||
Basic
|
$
|
0.90
|
|
$
|
0.49
|
|
Diluted
|
$
|
0.89
|
|
$
|
0.49
|
|
Dividend
|
$
|
0.20
|
|
$
|
0.18
|
|
WEIGHTED AVERAGE COMMON SHARES
|
|
|
||||
Basic
|
112.3
|
|
115.5
|
|
||
Diluted
|
113.5
|
|
116.5
|
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
NET EARNINGS
|
$
|
101
|
|
$
|
59
|
|
Currency translation adjustment (net of tax of $0 and $5 for the three months ended March 31, 2017 and 2016, respectively
|
36
|
|
34
|
|
||
Pension and other postretirement adjustment (net of tax of $(1) and $2 for the three months ended March 31, 2017 and 2016, respectively
|
—
|
|
10
|
|
||
Deferred (loss) gain on hedging (net of tax of $1 and $0 for the three months ended March 31, 2017 and 2016, respectively
|
(2
|
)
|
1
|
|
||
COMPREHENSIVE EARNINGS
|
135
|
|
104
|
|
||
Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
2
|
|
||
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
135
|
|
$
|
102
|
|
(a)
|
10 shares authorized; none issued or outstanding at
March 31, 2017
and
December 31, 2016
|
(b)
|
400 shares authorized; 135.5 issued and 112.1 outstanding at
March 31, 2017
; 135.5 issued and 112.7 outstanding at
December 31, 2016
|
(c)
|
23.4 shares at
March 31, 2017
, and 22.8 shares at
December 31, 2016
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
|
|
|
||||
Net earnings
|
$
|
101
|
|
$
|
59
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
||||
Depreciation and amortization
|
84
|
|
76
|
|
||
Deferred income taxes
|
27
|
|
28
|
|
||
Provision for pension and other employee benefits liabilities
|
2
|
|
4
|
|
||
Stock-based compensation expense
|
10
|
|
8
|
|
||
Other non-cash
|
6
|
|
(1
|
)
|
||
Changes in operating assets and liabilities
|
(204
|
)
|
(82
|
)
|
||
Pension fund contribution
|
(6
|
)
|
(7
|
)
|
||
Payments for other employee benefits liabilities
|
(8
|
)
|
(5
|
)
|
||
Other
|
(5
|
)
|
(17
|
)
|
||
Net cash flow provided by operating activities
|
7
|
|
63
|
|
||
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
||||
Cash paid for property, plant and equipment
|
(67
|
)
|
(98
|
)
|
||
Net cash flow used for investing activities
|
(67
|
)
|
(98
|
)
|
||
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES
|
|
|
||||
Proceeds from senior revolving credit and receivables securitization facilities
|
194
|
|
150
|
|
||
Payments on senior revolving credit and receivables securitization facilities
|
(37
|
)
|
(71
|
)
|
||
Net decrease in short-term debt
|
—
|
|
(3
|
)
|
||
Dividends paid
|
(45
|
)
|
(40
|
)
|
||
Purchases of treasury stock
|
(72
|
)
|
(43
|
)
|
||
Other
|
3
|
|
(1
|
)
|
||
Net cash flow provided by (used for) financing activities
|
43
|
|
(8
|
)
|
||
Effect of exchange rate changes on cash
|
6
|
|
1
|
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(11
|
)
|
(42
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
118
|
|
96
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
|
$
|
107
|
|
$
|
54
|
|
1.
|
GENERAL
|
2.
|
SEGMENT INFORMATION
|
2.
|
SEGMENT INFORMATION (continued)
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
Reportable Segments
|
|
|
||||
Composites
|
$
|
511
|
|
$
|
473
|
|
Insulation
|
399
|
|
385
|
|
||
Roofing
|
627
|
|
429
|
|
||
Total reportable segments
|
1,537
|
|
1,287
|
|
||
Corporate eliminations
|
(59
|
)
|
(56
|
)
|
||
NET SALES
|
$
|
1,478
|
|
$
|
1,231
|
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
Reportable Segments
|
|
|
||||
Composites
|
$
|
71
|
|
$
|
64
|
|
Insulation
|
5
|
|
13
|
|
||
Roofing
|
125
|
|
73
|
|
||
Total reportable segments
|
201
|
|
150
|
|
||
Acquisition-related costs
|
(1
|
)
|
(2
|
)
|
||
General corporate expense and other
|
(30
|
)
|
(32
|
)
|
||
EBIT
|
$
|
170
|
|
$
|
116
|
|
3.
|
INVENTORIES
|
|
March 31, 2017
|
December 31, 2016
|
||||
Finished goods
|
$
|
478
|
|
$
|
482
|
|
Materials and supplies
|
248
|
|
228
|
|
||
Total inventories
|
$
|
726
|
|
$
|
710
|
|
4.
|
DERIVATIVE FINANCIAL INSTRUMENTS
|
|
|
|
Fair Value at
|
||||||
|
Location
|
|
March 31, 2017
|
|
December 31, 2016
|
||||
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
|
|
|
$
|
18
|
|
Cash flow hedges:
|
|
|
|
|
|
||||
Natural gas forward swaps
|
Other current assets
|
|
$
|
2
|
|
|
$
|
4
|
|
Amount of gain recognized in OCI (effective portion)
|
OCI
|
|
$
|
1
|
|
|
$
|
4
|
|
Derivative liabilities designated as hedging instruments:
|
|
|
|
|
|
||||
Cash flow hedges:
|
|
|
|
|
|
||||
Amount of loss recognized in OCI related to treasury interest rate lock (effective portion)
|
OCI
|
|
$
|
1
|
|
|
$
|
1
|
|
Derivative assets not designated as hedging instruments:
|
|
|
|
|
|
||||
Natural gas forwards swaps
|
Other current assets
|
|
$
|
—
|
|
|
$
|
1
|
|
Foreign exchange contracts
|
Other current assets
|
|
$
|
2
|
|
|
$
|
1
|
|
Derivative liabilities not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign exchange contracts
|
Accounts payable and
accrued liabilities
|
|
$
|
—
|
|
|
$
|
2
|
|
|
|
|
Notional Amount
|
||
|
Unit of Measure
|
|
March 31, 2017
|
||
Net investment hedges:
|
|
|
|
||
Cross currency swaps
|
U.S. Dollars
|
|
$
|
250
|
|
Cash flow hedges:
|
|
|
|
||
Natural gas forward swaps U.S. indices
|
MMBtu
|
|
9
|
|
|
Natural gas forward swaps European indices
|
MMBtu (equivalent)
|
|
2
|
|
|
|
Three Months Ended
March 31, |
|||||
|
Location
|
2017
|
2016
|
||||
Derivative activity designated as hedging instruments:
|
|
|
|
||||
Natural gas:
|
|
|
|
||||
Amount of (gain)/loss reclassified from OCI into earnings (effective portion)
|
Cost of sales
|
$
|
(1
|
)
|
$
|
3
|
|
Foreign currency:
|
|
|
|
||||
Amount of loss reclassified from OCI into earnings (effective portion)
|
Other expenses, net
|
$
|
—
|
|
$
|
1
|
|
Interest rate:
|
|
|
|
||||
Amount of loss recognized in earnings
|
Interest expense, net
|
$
|
—
|
|
$
|
1
|
|
Derivative activity not designated as hedging instruments:
|
|
|
|
||||
Foreign currency:
|
|
|
|
||||
Amount of loss recognized in earnings (a)
|
Other expenses, net
|
$
|
—
|
|
$
|
3
|
|
(a)
|
Losses related to foreign currency derivatives were substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures, which were also recorded in
Other expenses, net
.
|
March 31, 2017
|
Weighted
Average
Useful Life
|
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Customer relationships
|
22
|
|
$
|
252
|
|
$
|
(97
|
)
|
$
|
155
|
|
Technology
|
19
|
|
216
|
|
(106
|
)
|
110
|
|
|||
Other
|
8
|
|
47
|
|
(24
|
)
|
23
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
845
|
|
—
|
|
845
|
|
|||
Total intangible assets
|
|
|
$
|
1,360
|
|
$
|
(227
|
)
|
$
|
1,133
|
|
Goodwill
|
|
|
$
|
1,337
|
|
|
|
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
|
|
|||
Other
|
9
|
|
45
|
|
(23
|
)
|
22
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
845
|
|
—
|
|
845
|
|
|||
Total intangible assets
|
|
|
$
|
1,358
|
|
$
|
(220
|
)
|
$
|
1,138
|
|
Goodwill
|
|
|
$
|
1,336
|
|
|
|
|
Customer Relationships
|
|
Technology
|
|
Other
|
|
Trademarks
|
|
Total
|
||||||||||
Balance at December 31, 2016
|
$
|
252
|
|
|
$
|
216
|
|
|
$
|
45
|
|
|
$
|
845
|
|
|
$
|
1,358
|
|
Additions
|
—
|
|
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
|||||
Balance at March 31, 2017
|
$
|
252
|
|
|
$
|
216
|
|
|
$
|
47
|
|
|
$
|
845
|
|
|
$
|
1,360
|
|
|
Composites
|
|
Insulation
|
|
Roofing
|
|
Total
|
||||||||
Balance at December 31, 2016
|
$
|
55
|
|
|
$
|
888
|
|
|
$
|
393
|
|
|
$
|
1,336
|
|
Foreign currency translation
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
||||
Balance at March 31, 2017
|
$
|
56
|
|
|
$
|
888
|
|
|
$
|
393
|
|
|
$
|
1,337
|
|
6.
|
PROPERTY, PLANT AND EQUIPMENT
|
|
March 31,
2017 |
December 31, 2016
|
||||
Land
|
$
|
191
|
|
$
|
189
|
|
Buildings and leasehold improvements
|
901
|
|
874
|
|
||
Machinery and equipment
|
3,879
|
|
3,818
|
|
||
Construction in progress
|
237
|
|
250
|
|
||
|
5,208
|
|
5,131
|
|
||
Accumulated depreciation
|
(2,091
|
)
|
(2,019
|
)
|
||
Property, plant and equipment, net
|
$
|
3,117
|
|
$
|
3,112
|
|
|
Three Months Ended March 31, 2017
|
||
Beginning balance
|
$
|
52
|
|
Amounts accrued for current year
|
4
|
|
|
Settlements of warranty claims
|
(2
|
)
|
|
Ending balance
|
$
|
54
|
|
Location
|
InterWrap Acquisition
|
||
Marketing and administrative expenses
|
$
|
1
|
|
Total acquisition-related costs
|
$
|
1
|
|
|
2016 Cost Reduction Actions
|
InterWrap Acquisition-Related Restructuring
|
2014 Cost Reduction Actions
|
Total
|
||||||||
Balance at December 31, 2016
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
$
|
2
|
|
No changes
|
—
|
|
—
|
|
—
|
|
—
|
|
||||
Balance at March 31, 2017
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
$
|
2
|
|
Cumulative charges incurred
|
$
|
18
|
|
$
|
3
|
|
$
|
45
|
|
$
|
66
|
|
10.
|
DEBT
|
|
March 31, 2017
|
December 31, 2016
|
||||
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
|
597
|
|
596
|
|
||
4.20% senior notes, net of discount and financing fees, due 2024
|
391
|
|
391
|
|
||
3.40% senior notes, net of discount and financing fees, due 2026
|
395
|
|
395
|
|
||
7.00% senior notes, net of discount and financing fees, due 2036
|
536
|
|
536
|
|
||
Accounts receivable securitization facility, maturing in 2018
|
158
|
|
—
|
|
||
Various capital leases, due through and beyond 2050
|
32
|
|
33
|
|
||
Fair value adjustment to debt
|
7
|
|
8
|
|
||
Total long-term debt
|
2,259
|
|
2,102
|
|
||
Less – current portion
|
3
|
|
3
|
|
||
Long-term debt, net of current portion
|
$
|
2,256
|
|
$
|
2,099
|
|
10.
|
DEBT (continued)
|
11
.
|
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
|
|
Three Months Ended March 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||
|
U.S.
|
Non-U.S.
|
Total
|
|
U.S.
|
Non-U.S.
|
Total
|
||||||||||||
Components of Net Periodic Pension Cost
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
2
|
|
$
|
1
|
|
$
|
3
|
|
|
$
|
2
|
|
$
|
1
|
|
$
|
3
|
|
Interest cost
|
10
|
|
4
|
|
14
|
|
|
11
|
|
4
|
|
15
|
|
||||||
Expected return on plan assets
|
(14
|
)
|
(6
|
)
|
(20
|
)
|
|
(14
|
)
|
(6
|
)
|
(20
|
)
|
||||||
Amortization of actuarial loss
|
3
|
|
1
|
|
4
|
|
|
3
|
|
1
|
|
4
|
|
||||||
Net periodic pension cost
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
|
$
|
2
|
|
$
|
—
|
|
$
|
2
|
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
Components of Net Periodic Benefit Cost
|
|
|
||||
Service cost
|
$
|
1
|
|
$
|
1
|
|
Interest cost
|
2
|
|
2
|
|
||
Amortization of prior service cost
|
(1
|
)
|
(1
|
)
|
||
Amortization of actuarial gain
|
(1
|
)
|
—
|
|
||
Net periodic benefit cost
|
$
|
1
|
|
$
|
2
|
|
12
.
|
CONTINGENT LIABILITIES AND OTHER MATTERS
|
13.
|
STOCK COMPENSATION
|
|
Options Outstanding
|
Options Exercisable
|
||||||||||
|
Options
Outstanding
|
Weighted-Average
|
Number
Exercisable
at March 31, 2017
|
Weighted-Average
|
||||||||
Range of Exercise Prices
|
Remaining
Contractual Life
|
Exercise
Price
|
Remaining
Contractual Life
|
Exercise
Price
|
||||||||
$13.89-$42.16
|
901,700
|
|
4.96
|
$
|
34.97
|
|
832,750
|
|
4.80
|
$
|
34.75
|
|
13.
|
STOCK COMPENSATION (continued)
|
13.
|
STOCK COMPENSATION (continued)
|
|
Three Months Ended
March 31, 2017 |
||||
|
Number
of PSUs
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Beginning Balance
|
472,300
|
|
$
|
47.19
|
|
Granted
|
221,050
|
|
59.71
|
|
|
Forfeited
|
(8,052
|
)
|
45.93
|
|
|
Ending Balance
|
685,298
|
|
$
|
51.24
|
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
Net earnings attributable to Owens Corning
|
$
|
101
|
|
$
|
57
|
|
Weighted-average number of shares outstanding used for basic earnings per share
|
112.3
|
|
115.5
|
|
||
Non-vested restricted and performance shares
|
0.9
|
|
0.6
|
|
||
Options to purchase common stock
|
0.3
|
|
0.4
|
|
||
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share
|
113.5
|
|
116.5
|
|
||
Earnings per common share attributable to Owens Corning common stockholders:
|
|
|
||||
Basic
|
$
|
0.90
|
|
$
|
0.49
|
|
Diluted
|
$
|
0.89
|
|
$
|
0.49
|
|
|
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
|
|
$
|
—
|
|
|
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
|
|
$
|
—
|
|
|
March 31, 2017
|
December 31, 2016
|
||
9.00% senior notes, net of discount, due 2019
|
113
|
%
|
114
|
%
|
4.20% senior notes, net of discount, due 2022
|
104
|
%
|
104
|
%
|
4.20% senior notes, net of discount, due 2024
|
103
|
%
|
102
|
%
|
3.40% senior notes, net of discount, due 2026
|
97
|
%
|
95
|
%
|
7.00% senior notes, net of discount, due 2036
|
123
|
%
|
118
|
%
|
|
Three Months Ended March 31,
|
|||||
|
2017
|
2016
|
||||
Income tax expense
|
$
|
43
|
|
$
|
34
|
|
Effective tax rate
|
30
|
%
|
37
|
%
|
17.
|
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE DEFICIT
|
|
Three Months Ended March 31,
|
|||||
|
2017
|
2016
|
||||
Currency Translation Adjustment
|
|
|
||||
Beginning balance
|
$
|
(284
|
)
|
$
|
(247
|
)
|
Net investment hedge amounts classified into AOCI, net of tax
|
—
|
|
(7
|
)
|
||
Gain on foreign currency translation
|
36
|
|
41
|
|
||
Other comprehensive income, net of tax
|
36
|
|
34
|
|
||
Ending balance
|
$
|
(248
|
)
|
$
|
(213
|
)
|
|
|
|
||||
|
|
|
||||
Pension and Other Postretirement Adjustment
|
|
|
||||
Beginning balance
|
$
|
(429
|
)
|
$
|
(419
|
)
|
Amounts reclassified from AOCI to net earnings, net of tax (a)
|
1
|
|
2
|
|
||
Amounts classified into AOCI, net of tax
|
(1
|
)
|
8
|
|
||
Other comprehensive income, net of tax
|
—
|
|
10
|
|
||
Ending balance
|
$
|
(429
|
)
|
$
|
(409
|
)
|
|
|
|
||||
|
|
|
||||
Deferred Gain (Loss) on Hedging
|
|
|
||||
Beginning balance
|
$
|
3
|
|
$
|
(4
|
)
|
Amounts reclassified from AOCI to net earnings, net of tax (b)
|
(1
|
)
|
3
|
|
||
Amounts classified into AOCI, net of tax
|
(1
|
)
|
(2
|
)
|
||
Other comprehensive (loss) income, net of tax
|
(2
|
)
|
1
|
|
||
Ending balance
|
$
|
1
|
|
$
|
(3
|
)
|
|
|
|
||||
|
|
|
||||
Total AOCI ending balance
|
$
|
(676
|
)
|
$
|
(625
|
)
|
18.
|
ACCOUNTING PRONOUNCEMENTS
|
Standard
|
Description
|
Effective Date for Company
|
Effect on the
Consolidated Financial Statements
|
Recently issued standards:
|
|
|
|
ASU 2014-09 "Revenue from Contracts with Customers (Topic 606)," as amended by ASU's 2015-14, 2016-08, 2016-10, 2016-11, 2016-12, 2016-20 and 2017-05.
|
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 the Risk Factors disclosed in Item 1A of our Form 10-K for the year-ended December 31, 2016) 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 our 2016 Form 10-K), 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 2016-02 "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 our 2016 Form 10-K). 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 our 2016 Form 10-K) 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.
|
ASU 2017-07 "Compensation - Retirement Benefits (Topic 715)"
|
This standard requires that the other components of net benefit cost be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented. Entities will adopt the presentation elements of this standard on a retrospective basis.
|
January 1, 2018
|
We are currently assessing the impact this standard will have on our Consolidated Financial Statements.
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
$
|
1,094
|
|
$
|
511
|
|
$
|
(127
|
)
|
$
|
1,478
|
|
COST OF SALES
|
1
|
|
866
|
|
395
|
|
(127
|
)
|
1,135
|
|
|||||
Gross margin
|
(1
|
)
|
228
|
|
116
|
|
—
|
|
343
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
36
|
|
77
|
|
29
|
|
—
|
|
142
|
|
|||||
Science and technology expenses
|
—
|
|
17
|
|
4
|
|
—
|
|
21
|
|
|||||
Other expenses, net
|
(2
|
)
|
9
|
|
3
|
|
—
|
|
10
|
|
|||||
Total operating expenses
|
34
|
|
103
|
|
36
|
|
—
|
|
173
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(35
|
)
|
125
|
|
80
|
|
—
|
|
170
|
|
|||||
Interest expense, net
|
23
|
|
—
|
|
3
|
|
—
|
|
26
|
|
|||||
EARNINGS BEFORE TAXES
|
(58
|
)
|
125
|
|
77
|
|
—
|
|
144
|
|
|||||
Income tax expense
|
(28
|
)
|
50
|
|
21
|
|
—
|
|
43
|
|
|||||
Equity in net earnings of subsidiaries
|
131
|
|
56
|
|
—
|
|
(187
|
)
|
—
|
|
|||||
NET EARNINGS
|
101
|
|
131
|
|
56
|
|
(187
|
)
|
101
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
101
|
|
$
|
131
|
|
$
|
56
|
|
$
|
(187
|
)
|
$
|
101
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
$
|
887
|
|
$
|
446
|
|
$
|
(102
|
)
|
$
|
1,231
|
|
COST OF SALES
|
1
|
|
730
|
|
330
|
|
(102
|
)
|
959
|
|
|||||
Gross margin
|
(1
|
)
|
157
|
|
116
|
|
—
|
|
272
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
33
|
|
72
|
|
29
|
|
—
|
|
134
|
|
|||||
Science and technology expenses
|
—
|
|
16
|
|
3
|
|
—
|
|
19
|
|
|||||
Other expenses, net
|
(2
|
)
|
9
|
|
(4
|
)
|
—
|
|
3
|
|
|||||
Total operating expenses
|
31
|
|
97
|
|
28
|
|
—
|
|
156
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(32
|
)
|
60
|
|
88
|
|
—
|
|
116
|
|
|||||
Interest expense, net
|
22
|
|
—
|
|
1
|
|
—
|
|
23
|
|
|||||
EARNINGS BEFORE TAXES
|
(54
|
)
|
60
|
|
87
|
|
—
|
|
93
|
|
|||||
Income tax expense
|
(19
|
)
|
24
|
|
29
|
|
—
|
|
34
|
|
|||||
Equity in net earnings of subsidiaries
|
92
|
|
56
|
|
—
|
|
(148
|
)
|
—
|
|
|||||
NET EARNINGS
|
57
|
|
92
|
|
58
|
|
(148
|
)
|
59
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
57
|
|
$
|
92
|
|
$
|
56
|
|
$
|
(148
|
)
|
$
|
57
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET EARNINGS
|
$
|
57
|
|
$
|
92
|
|
$
|
58
|
|
$
|
(148
|
)
|
$
|
59
|
|
Currency translation adjustment (net of tax)
|
34
|
|
(1
|
)
|
43
|
|
(42
|
)
|
34
|
|
|||||
Pension and other postretirement adjustment (net of tax)
|
10
|
|
(1
|
)
|
3
|
|
(2
|
)
|
10
|
|
|||||
Deferred (loss) gain on hedging (net of tax)
|
1
|
|
1
|
|
(1
|
)
|
—
|
|
1
|
|
|||||
COMPREHENSIVE EARNINGS
|
102
|
|
91
|
|
103
|
|
(192
|
)
|
104
|
|
|||||
Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
102
|
|
$
|
91
|
|
$
|
101
|
|
$
|
(192
|
)
|
$
|
102
|
|
ASSETS
|
Parent
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
1
|
|
$
|
100
|
|
$
|
—
|
|
$
|
101
|
|
Receivables, net
|
—
|
|
—
|
|
918
|
|
—
|
|
918
|
|
|||||
Due from affiliates
|
—
|
|
2,565
|
|
—
|
|
(2,565
|
)
|
—
|
|
|||||
Inventories
|
—
|
|
420
|
|
306
|
|
—
|
|
726
|
|
|||||
Assets held for sale
|
—
|
|
3
|
|
9
|
|
—
|
|
12
|
|
|||||
Other current assets
|
18
|
|
32
|
|
26
|
|
—
|
|
76
|
|
|||||
Total current assets
|
18
|
|
3,021
|
|
1,359
|
|
(2,565
|
)
|
1,833
|
|
|||||
Investment in subsidiaries
|
7,911
|
|
1,720
|
|
—
|
|
(9,631
|
)
|
—
|
|
|||||
Due from affiliates
|
—
|
|
11
|
|
—
|
|
(11
|
)
|
—
|
|
|||||
Property, plant and equipment, net
|
469
|
|
1,604
|
|
1,044
|
|
—
|
|
3,117
|
|
|||||
Goodwill
|
—
|
|
1,159
|
|
178
|
|
—
|
|
1,337
|
|
|||||
Intangible assets, net
|
—
|
|
1,032
|
|
214
|
|
(113
|
)
|
1,133
|
|
|||||
Deferred income taxes
|
(43
|
)
|
338
|
|
54
|
|
—
|
|
349
|
|
|||||
Other non-current assets
|
17
|
|
66
|
|
114
|
|
—
|
|
197
|
|
|||||
TOTAL ASSETS
|
$
|
8,372
|
|
$
|
8,951
|
|
$
|
2,963
|
|
$
|
(12,320
|
)
|
$
|
7,966
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
||||||||||
Accounts payable and accrued liabilities
|
$
|
57
|
|
$
|
625
|
|
$
|
290
|
|
$
|
—
|
|
$
|
972
|
|
Due to affiliates
|
2,066
|
|
—
|
|
499
|
|
(2,565
|
)
|
—
|
|
|||||
Long-term debt – current portion
|
—
|
|
2
|
|
1
|
|
—
|
|
3
|
|
|||||
Total current liabilities
|
2,123
|
|
627
|
|
790
|
|
(2,565
|
)
|
975
|
|
|||||
Long-term debt, net of current portion
|
2,070
|
|
11
|
|
175
|
|
—
|
|
2,256
|
|
|||||
Due to affiliates
|
—
|
|
—
|
|
11
|
|
(11
|
)
|
—
|
|
|||||
Pension plan liability
|
240
|
|
—
|
|
120
|
|
—
|
|
360
|
|
|||||
Other employee benefits liability
|
—
|
|
207
|
|
15
|
|
—
|
|
222
|
|
|||||
Deferred income taxes
|
—
|
|
—
|
|
36
|
|
—
|
|
36
|
|
|||||
Other liabilities
|
34
|
|
195
|
|
55
|
|
(113
|
)
|
171
|
|
|||||
Redeemable equity
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
OWENS CORNING STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||||||
Total Owens Corning stockholders’ equity
|
3,905
|
|
7,911
|
|
1,720
|
|
(9,631
|
)
|
3,905
|
|
|||||
Noncontrolling interests
|
—
|
|
—
|
|
41
|
|
—
|
|
41
|
|
|||||
Total equity
|
3,905
|
|
7,911
|
|
1,761
|
|
(9,631
|
)
|
3,946
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
8,372
|
|
$
|
8,951
|
|
$
|
2,963
|
|
$
|
(12,320
|
)
|
$
|
7,966
|
|
ASSETS
|
Parent
|
Guarantor
Subsidiaries |
Non-
Guarantor Subsidiaries |
Eliminations
|
Consolidated
|
||||||||||
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
|
—
|
|
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
|
)
|
—
|
|
|||||
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
|
|
|
|
|
|
|
|||||||||
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
|
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
Net sales
|
$
|
1,478
|
|
$
|
1,231
|
|
Gross margin
|
$
|
343
|
|
$
|
272
|
|
% of net sales
|
23
|
%
|
22
|
%
|
||
Marketing and administrative expenses
|
$
|
142
|
|
$
|
134
|
|
Earnings before interest and taxes
|
$
|
170
|
|
$
|
116
|
|
Interest expense, net
|
$
|
26
|
|
$
|
23
|
|
Income tax expense
|
$
|
43
|
|
$
|
34
|
|
Net earnings attributable to Owens Corning
|
$
|
101
|
|
$
|
57
|
|
|
|
Three Months Ended March 31,
|
|||||
|
Location
|
2017
|
2016
|
||||
Acquisition-related costs
|
Marketing and administrative expenses
|
$
|
(1
|
)
|
$
|
(2
|
)
|
Total restructuring, acquisition and integration-related costs
|
|
$
|
(1
|
)
|
$
|
(2
|
)
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
Acquisition-related costs
|
$
|
(1
|
)
|
$
|
(2
|
)
|
Total adjusting items
|
$
|
(1
|
)
|
$
|
(2
|
)
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
101
|
|
$
|
57
|
|
Less: Net earnings attributable to noncontrolling interests
|
—
|
|
2
|
|
||
NET EARNINGS
|
101
|
|
59
|
|
||
Income tax expense
|
43
|
|
34
|
|
||
EARNINGS BEFORE TAXES
|
144
|
|
93
|
|
||
Interest expense, net
|
26
|
|
23
|
|
||
EARNINGS BEFORE INTEREST AND TAXES
|
170
|
|
116
|
|
||
Adjusting items from above
|
(1
|
)
|
(2
|
)
|
||
ADJUSTED EBIT
|
$
|
171
|
|
$
|
118
|
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
Net sales
|
$
|
511
|
|
$
|
473
|
|
% change from prior year
|
8
|
%
|
—
|
%
|
||
EBIT
|
$
|
71
|
|
$
|
64
|
|
EBIT as a % of net sales
|
14
|
%
|
14
|
%
|
||
Depreciation and amortization expense
|
$
|
36
|
|
$
|
34
|
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
Net sales
|
$
|
399
|
|
$
|
385
|
|
% change from prior year
|
4
|
%
|
2
|
%
|
||
EBIT
|
$
|
5
|
|
$
|
13
|
|
EBIT as a % of net sales
|
1
|
%
|
3
|
%
|
||
Depreciation and amortization expense
|
$
|
26
|
|
$
|
25
|
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
Net sales
|
$
|
627
|
|
$
|
429
|
|
% change from prior year
|
46
|
%
|
9
|
%
|
||
EBIT
|
$
|
125
|
|
$
|
73
|
|
EBIT as a % of net sales
|
20
|
%
|
17
|
%
|
||
Depreciation and amortization expense
|
$
|
12
|
|
$
|
10
|
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
Acquisition-related costs
|
$
|
(1
|
)
|
$
|
(2
|
)
|
General corporate expense and other
|
(30
|
)
|
(32
|
)
|
||
EBIT
|
$
|
(31
|
)
|
$
|
(34
|
)
|
Depreciation and amortization
|
$
|
10
|
|
$
|
7
|
|
|
Three Months Ended
March 31, |
|||||
|
2017
|
2016
|
||||
Cash balance
|
$
|
101
|
|
$
|
54
|
|
Net cash flow provided by operating activities
|
$
|
7
|
|
$
|
63
|
|
Net cash flow used for investing activities
|
$
|
(67
|
)
|
$
|
(98
|
)
|
Net cash flow provided by (used for) financing activities
|
$
|
43
|
|
$
|
(8
|
)
|
Availability on the Senior Revolving Credit Facility
|
$
|
791
|
|
$
|
791
|
|
Availability on the Receivables Securitization Facility
|
$
|
90
|
|
$
|
151
|
|
Availability on the Term Loan commitment (a)
|
$
|
—
|
|
$
|
300
|
|
•
|
relationships with key customers;
|
•
|
levels of residential and commercial construction activity;
|
•
|
competitive and pricing factors;
|
•
|
levels of global industrial production;
|
•
|
demand for our products;
|
•
|
industry and economic conditions that affect the market and operating conditions of our customers, suppliers or lenders;
|
•
|
domestic and international economic and political conditions, including new legislation or other governmental actions by the 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.
|
Period
|
Total Number of
Shares (or
Units)
Purchased
|
|
Average
Price Paid
per Share
(or Unit)
|
Total Number of
Shares (or
Units)
Purchased as
Part of Publicly
Announced
Plans or
Programs**
|
Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs**
|
|||||
January1-31, 2017
|
321,377
|
|
|
$
|
53.16
|
|
320,195
|
|
9,512,370
|
|
February 1-28, 2017
|
519,388
|
|
|
56.34
|
|
300,000
|
|
9,212,370
|
|
|
March 1-31, 2017
|
423,899
|
|
|
60.85
|
|
423,135
|
|
8,789,235
|
|
|
Total
|
1,264,664
|
|
*
|
$
|
57.04
|
|
1,043,330
|
|
8,789,235
|
|
*
|
The Company retained 221,334 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted shares granted to our employees.
|
**
|
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 the Company’s outstanding common stock (the “Repurchase Authorization”). The Repurchase Authorization enables the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and is at the Company’s discretion. The Company repurchased 1.0 million shares of its common stock for $60 million during the
three
months ended
March 31, 2017
under the Repurchase Authorization. As of
March 31, 2017
, 8.8 million shares remain available for repurchase under the Repurchase Authorization.
|
Name
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
||||
Cesar Conde
|
96,113,697
|
|
72,725
|
|
113,438
|
|
6,985,283
|
|
J. Brian Ferguson
|
96,149,148
|
|
51,506
|
|
99,206
|
|
6,985,283
|
|
Ralph F. Hake
|
95,517,277
|
|
682,962
|
|
99,621
|
|
6,985,283
|
|
F. Philip Handy
|
95,021,741
|
|
1,177,907
|
|
100,212
|
|
6,985,283
|
|
Edward F. Lonergan
|
96,082,794
|
|
117,870
|
|
99,196
|
|
6,985,283
|
|
Maryann T. Mannen
|
96,166,788
|
|
39,523
|
|
93,549
|
|
6,985,283
|
|
James J. McMonagle
|
95,860,374
|
|
339,623
|
|
99,863
|
|
6,985,283
|
|
W. Howard Morris
|
95,869,635
|
|
330,273
|
|
99,952
|
|
6,985,283
|
|
Suzanne P. Nimocks
|
95,232,212
|
|
971,764
|
|
95,884
|
|
6,985,283
|
|
Michael H. Thaman
|
94,350,584
|
|
1,778,981
|
|
170,295
|
|
6,985,283
|
|
John D. Williams
|
95,987,046
|
|
211,677
|
|
101,137
|
|
6,985,283
|
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
|||
101,587,575
|
|
1,558,501
|
|
139,067
|
|
—
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
||||
95,184,273
|
|
980,429
|
|
135,158
|
|
6,985,283
|
|
1 Year
|
2 Years
|
3 Years
|
Abstentions
|
Broker Non-Votes
|
|||||
87,184,778
|
|
64,181
|
|
8,909,108
|
|
141,793
|
|
6,985,283
|
|
|
|
|
|
|
OWENS CORNING
|
|
|
|
|
|
|
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
Date:
|
|
April 26, 2017
|
By:
|
|
/s/ Michael C. McMurray
|
|
|
|
|
|
Michael C. McMurray
|
|
|
|
|
|
Senior Vice President and
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
|
April 26, 2017
|
By:
|
|
/s/ Kelly J. Schmidt
|
|
|
|
|
|
Kelly J. Schmidt
|
|
|
|
|
|
Vice President and
|
|
|
|
|
|
Controller
|
Exhibit
Number
|
Description
|
10.36
|
Sixth Amendment to the Amended and Restated Receivables Purchase Agreement, dated as of March 24, 2017 (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.
|
|
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350.
|
|
|
101.INS
|
XBRL Instance Document
|
|
|
101.SCH
|
XBRL Taxonomy Extension Schema
|
|
|
101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
|
101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
|
101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
|
101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Owens Corning;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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1.
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I have reviewed this quarterly report on Form 10-Q of Owens Corning;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(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;
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(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
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(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
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
|
Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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