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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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Large accelerated filer
þ
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Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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Emerging growth company
¨
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Contents
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Item 1.
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Item 2.
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Item 3.
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Item 4.
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Item 1.
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Item 1A.
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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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Three Months Ended
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Nine Months Ended
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||||||||||
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September 30,
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September 30,
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||||||||||
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2017
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2016
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2017
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2016
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||||||||
NET SALES
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$
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1,703
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$
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1,518
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$
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4,778
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$
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4,294
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COST OF SALES
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1,279
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1,144
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3,602
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3,232
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||||
Gross margin
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424
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374
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1,176
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1,062
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OPERATING EXPENSES
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||||||||
Marketing and administrative expenses
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160
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141
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457
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426
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Science and technology expenses
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22
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20
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64
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60
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Other expenses, net
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15
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6
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68
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13
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||||
Total operating expenses
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197
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167
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589
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499
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EARNINGS BEFORE INTEREST AND TAXES
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227
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207
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587
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563
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||||
Interest expense, net
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28
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28
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81
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80
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Loss on extinguishment of debt
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71
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1
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71
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1
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EARNINGS BEFORE TAXES
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128
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178
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|
435
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482
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Income tax expense
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32
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65
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142
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172
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Equity in net earnings of affiliates
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—
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—
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—
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1
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NET EARNINGS
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96
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113
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293
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311
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Net earnings attributable to noncontrolling interests
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—
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1
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—
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4
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NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
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$
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96
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$
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112
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$
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293
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$
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307
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EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
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||||||||
Basic
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$
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0.86
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$
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0.98
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$
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2.63
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$
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2.67
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Diluted
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$
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0.85
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$
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0.97
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$
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2.59
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$
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2.65
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Dividend
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$
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0.20
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$
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0.18
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$
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0.60
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$
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0.54
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WEIGHTED AVERAGE COMMON SHARES
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||||||||
Basic
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111.0
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114.1
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111.6
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114.9
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Diluted
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112.7
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115.4
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113.2
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116.0
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Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||
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2017
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2016
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2017
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2016
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||||||||
NET EARNINGS
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$
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96
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$
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113
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$
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293
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$
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311
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Currency translation adjustment (net of tax of $3 and $2 for the three months ended September 30, 2017 and 2016, respectively, and $9 and $3 for the nine months ended September 30, 2017 and 2016, respectively)
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27
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(2
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)
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92
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19
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Pension and other postretirement adjustment (net of tax of $(1) for the three months ended September 30, 2017 and 2016, and $(9) and $2 for the nine months ended September 30, 2017 and 2016, respectively)
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2
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4
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16
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14
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Hedging adjustment (net of tax of $0 for the three months ended September 30, 2017 and 2016, and $2 and $(2) for the nine months ended September 30, 2017 and 2016, respectively)
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—
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1
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(3
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)
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5
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COMPREHENSIVE EARNINGS
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125
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116
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398
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349
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Comprehensive earnings attributable to noncontrolling interests
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—
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1
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—
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4
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COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING
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$
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125
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$
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115
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$
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398
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$
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345
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ASSETS
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September 30,
2017 |
December 31,
2016 |
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CURRENT ASSETS
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Cash and cash equivalents
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$
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168
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$
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112
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Receivables, less allowances of $22 at September 30, 2017 and $9 at December 31, 2016
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916
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678
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Inventories
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793
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710
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Assets held for sale
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12
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12
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Other current assets
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74
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74
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Total current assets
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1,963
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1,586
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Property, plant and equipment, net
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3,314
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3,112
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Goodwill
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1,513
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1,336
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Intangible assets, net
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1,367
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1,138
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Deferred income taxes
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297
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375
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Other non-current assets
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202
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194
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TOTAL ASSETS
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$
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8,656
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$
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7,741
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LIABILITIES AND EQUITY
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CURRENT LIABILITIES
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Accounts payable and accrued liabilities
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$
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1,180
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$
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960
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Short-term debt
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2
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—
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Long-term debt – current portion
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3
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3
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Total current liabilities
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1,185
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963
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|
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Long-term debt, net of current portion
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2,539
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2,099
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Pension plan liability
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316
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367
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Other employee benefits liability
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239
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|
221
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|
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Deferred income taxes
|
65
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|
36
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|
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Other liabilities
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198
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|
164
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|
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Redeemable equity
|
—
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2
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OWENS CORNING STOCKHOLDERS’ EQUITY
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||||
Preferred stock, par value $0.01 per share (a)
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—
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—
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Common stock, par value $0.01 per share (b)
|
1
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1
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Additional paid in capital
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3,995
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3,984
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Accumulated earnings
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1,603
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1,377
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Accumulated other comprehensive deficit
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(605
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)
|
(710
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)
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Cost of common stock in treasury (c)
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(920
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)
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(803
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)
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Total Owens Corning stockholders’ equity
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4,074
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3,849
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Noncontrolling interests
|
40
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40
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Total equity
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4,114
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3,889
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|
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TOTAL LIABILITIES AND EQUITY
|
$
|
8,656
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$
|
7,741
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(a)
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10 shares authorized; none issued or outstanding at
September 30, 2017
and
December 31, 2016
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(b)
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400 shares authorized;
135.5
issued and
111.2
outstanding at
September 30, 2017
;
135.5
issued and
112.7
outstanding at
December 31, 2016
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(c)
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24.3 shares at
September 30, 2017
, and
22.8
shares at
December 31, 2016
|
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Nine Months Ended
September 30, |
|||||
|
2017
|
2016
|
||||
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
|
|
|
||||
Net earnings
|
$
|
293
|
|
$
|
311
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
||||
Depreciation and amortization
|
269
|
|
242
|
|
||
Deferred income taxes
|
88
|
|
127
|
|
||
Provision for pension and other employee benefits liabilities
|
34
|
|
6
|
|
||
Stock-based compensation expense
|
30
|
|
25
|
|
||
Other non-cash
|
17
|
|
(7
|
)
|
||
Loss on extinguishment of debt
|
71
|
|
1
|
|
||
Changes in operating assets and liabilities
|
(17
|
)
|
27
|
|
||
Pension fund contributions
|
(68
|
)
|
(60
|
)
|
||
Payments for other employee benefits liabilities
|
(13
|
)
|
(14
|
)
|
||
Other
|
(10
|
)
|
21
|
|
||
Net cash flow provided by operating activities
|
694
|
|
679
|
|
||
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
||||
Cash paid for property, plant and equipment
|
(249
|
)
|
(281
|
)
|
||
Proceeds from the sale of assets or affiliates
|
3
|
|
—
|
|
||
Investment in subsidiaries and affiliates, net of cash acquired
|
(566
|
)
|
(450
|
)
|
||
Other
|
2
|
|
2
|
|
||
Net cash flow used for investing activities
|
(810
|
)
|
(729
|
)
|
||
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
|
|
|
||||
Proceeds from long-term debt
|
588
|
|
395
|
|
||
Proceeds from senior revolving credit and receivables securitization facilities
|
869
|
|
574
|
|
||
Proceeds from term loan borrowing
|
—
|
|
300
|
|
||
Payments on term loan borrowing
|
—
|
|
(300
|
)
|
||
Payments on senior revolving credit and receivables securitization facilities
|
(736
|
)
|
(514
|
)
|
||
Payments on long-term debt
|
(351
|
)
|
(160
|
)
|
||
Net increase (decrease) in short-term debt
|
2
|
|
(5
|
)
|
||
Dividends paid
|
(67
|
)
|
(61
|
)
|
||
Purchases of treasury stock
|
(159
|
)
|
(176
|
)
|
||
Other
|
8
|
|
10
|
|
||
Net cash flow provided by financing activities
|
154
|
|
63
|
|
||
Effect of exchange rate changes on cash
|
19
|
|
1
|
|
||
Net increase in cash, cash equivalents and restricted cash
|
57
|
|
14
|
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
118
|
|
96
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
|
$
|
175
|
|
$
|
110
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
Reportable Segments
|
|
|
|
|
||||||||
Composites
|
$
|
514
|
|
$
|
496
|
|
$
|
1,562
|
|
$
|
1,486
|
|
Insulation
|
568
|
|
476
|
|
1,406
|
|
1,275
|
|
||||
Roofing
|
682
|
|
603
|
|
1,993
|
|
1,711
|
|
||||
Total reportable segments
|
1,764
|
|
1,575
|
|
4,961
|
|
4,472
|
|
||||
Corporate eliminations
|
(61
|
)
|
(57
|
)
|
(183
|
)
|
(178
|
)
|
||||
NET SALES
|
$
|
1,703
|
|
$
|
1,518
|
|
$
|
4,778
|
|
$
|
4,294
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
Reportable Segments
|
|
|
|
|
||||||||
Composites
|
$
|
62
|
|
$
|
61
|
|
$
|
217
|
|
$
|
199
|
|
Insulation
|
64
|
|
38
|
|
98
|
|
83
|
|
||||
Roofing
|
147
|
|
146
|
|
427
|
|
388
|
|
||||
Total reportable segments
|
273
|
|
245
|
|
742
|
|
670
|
|
||||
Restructuring costs
|
(8
|
)
|
(5
|
)
|
(37
|
)
|
(8
|
)
|
||||
Acquisition-related costs
|
(1
|
)
|
(4
|
)
|
(12
|
)
|
(8
|
)
|
||||
Recognition of acquisition inventory fair value step-up
|
(5
|
)
|
(2
|
)
|
(5
|
)
|
(10
|
)
|
||||
Litigation settlement gain, net of legal fees
|
—
|
|
—
|
|
29
|
|
—
|
|
||||
Pension settlement gain (loss)
|
2
|
|
—
|
|
(28
|
)
|
—
|
|
||||
General corporate expense and other
|
(34
|
)
|
(27
|
)
|
(102
|
)
|
(81
|
)
|
||||
Total Corporate, other and eliminations
|
(46
|
)
|
(38
|
)
|
(155
|
)
|
(107
|
)
|
||||
EBIT
|
$
|
227
|
|
$
|
207
|
|
$
|
587
|
|
$
|
563
|
|
|
September 30, 2017
|
December 31, 2016
|
||||
Finished goods
|
$
|
528
|
|
$
|
482
|
|
Materials and supplies
|
265
|
|
228
|
|
||
Total inventories
|
$
|
793
|
|
$
|
710
|
|
|
|
|
Fair Value at
|
||||||
|
Location
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Derivative assets designated as hedging instruments:
|
|
|
|
|
|
||||
Net investment hedges:
|
|
|
|
|
|
||||
Cross currency swaps
|
Other current assets
|
|
$
|
3
|
|
|
$
|
4
|
|
Cross currency swaps
|
Other non-current assets
|
|
$
|
—
|
|
|
$
|
6
|
|
Cash flow hedges:
|
|
|
|
|
|
||||
Natural gas forward swaps
|
Other current assets
|
|
$
|
—
|
|
|
$
|
4
|
|
Derivative liabilities designated as hedging instruments:
|
|
|
|
|
|
||||
Net investment hedges:
|
|
|
|
|
|
||||
Cross currency swaps
|
Other liabilities
|
|
$
|
19
|
|
|
$
|
—
|
|
Cash flow hedges:
|
|
|
|
|
|
||||
Natural gas forward swaps
|
Accounts payable and
accrued liabilities
|
|
$
|
1
|
|
|
$
|
—
|
|
Derivative assets not designated as hedging instruments:
|
|
|
|
|
|
||||
Natural gas forward swaps
|
Other current assets
|
|
$
|
—
|
|
|
$
|
1
|
|
Foreign exchange forward contracts
|
Other current assets
|
|
$
|
2
|
|
|
$
|
1
|
|
Derivative liabilities not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Accounts payable and
accrued liabilities
|
|
$
|
—
|
|
|
$
|
2
|
|
|
|
|
Notional Amount
|
||
|
Unit of Measure
|
|
September 30, 2017
|
||
Net investment hedges:
|
|
|
|
||
Cross currency swaps
|
U.S. Dollars
|
|
$
|
250
|
|
Cash flow hedges:
|
|
|
|
||
Natural gas forward swaps U.S. indices
|
MMBtu
|
|
8
|
|
|
Natural gas forward swaps European indices
|
MMBtu (equivalent)
|
|
2
|
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||
|
Location
|
2017
|
2016
|
2017
|
2016
|
||||||||
Derivative activity designated as hedging instruments:
|
|
|
|
|
|
||||||||
Natural gas:
|
|
|
|
|
|
||||||||
Amount of loss/(gain) reclassified from OCI into earnings (effective portion)
|
Cost of sales
|
$
|
—
|
|
$
|
1
|
|
$
|
(2
|
)
|
$
|
7
|
|
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
|
|
$
|
1
|
|
Derivative activity not designated as hedging instruments:
|
|
|
|
|
|
||||||||
Natural gas:
|
|
|
|
|
|
||||||||
Amount of (gain)/loss recognized in earnings
|
Other expenses, net
|
$
|
—
|
|
$
|
(1
|
)
|
$
|
1
|
|
$
|
(1
|
)
|
Foreign currency:
|
|
|
|
|
|
||||||||
Amount of loss/(gain) recognized in earnings (a)
|
Other expenses, net
|
$
|
2
|
|
$
|
(1
|
)
|
$
|
6
|
|
$
|
5
|
|
(a)
|
Losses and gains 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
.
|
September 30, 2017
|
Weighted
Average
Useful Life
|
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Customer relationships
|
20
|
|
$
|
362
|
|
$
|
(105
|
)
|
$
|
257
|
|
Technology
|
18
|
|
254
|
|
(112
|
)
|
142
|
|
|||
Other
|
8
|
|
47
|
|
(25
|
)
|
22
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
946
|
|
—
|
|
946
|
|
|||
Total intangible assets
|
|
|
$
|
1,609
|
|
$
|
(242
|
)
|
$
|
1,367
|
|
Goodwill
|
|
|
$
|
1,513
|
|
|
|
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
|
|
Trademarks
|
|
Other
|
|
Total
|
||||||||||
Balance at December 31, 2016
|
$
|
252
|
|
|
$
|
216
|
|
|
$
|
845
|
|
|
$
|
45
|
|
|
$
|
1,358
|
|
Acquisitions (see Note 7)
|
107
|
|
|
37
|
|
|
101
|
|
|
—
|
|
|
245
|
|
|||||
Foreign currency translation
|
3
|
|
|
1
|
|
|
—
|
|
|
2
|
|
|
6
|
|
|||||
Balance at September 30, 2017
|
$
|
362
|
|
|
$
|
254
|
|
|
$
|
946
|
|
|
$
|
47
|
|
|
$
|
1,609
|
|
|
Composites
|
|
Insulation
|
|
Roofing
|
|
Total
|
||||||||
Balance at December 31, 2016
|
$
|
55
|
|
|
$
|
888
|
|
|
$
|
393
|
|
|
$
|
1,336
|
|
Acquisitions (see Note 7)
|
2
|
|
|
165
|
|
|
—
|
|
|
167
|
|
||||
Foreign currency translation
|
1
|
|
|
3
|
|
|
6
|
|
|
10
|
|
||||
Balance at September 30, 2017
|
$
|
58
|
|
|
$
|
1,056
|
|
|
$
|
399
|
|
|
$
|
1,513
|
|
|
September 30,
2017 |
December 31, 2016
|
||||
Land
|
$
|
249
|
|
$
|
189
|
|
Buildings and leasehold improvements
|
924
|
|
874
|
|
||
Machinery and equipment
|
4,167
|
|
3,818
|
|
||
Construction in progress
|
225
|
|
250
|
|
||
|
5,565
|
|
5,131
|
|
||
Accumulated depreciation
|
(2,251
|
)
|
(2,019
|
)
|
||
Property, plant and equipment, net
|
$
|
3,314
|
|
$
|
3,112
|
|
Type of Intangible Asset
|
Preliminary Fair Value
|
Weighted Average Useful Life
|
||
Customer relationships
|
$
|
107
|
|
19
|
Technology
|
37
|
|
15
|
|
Trademarks
|
101
|
|
indefinite
|
|
Total
|
$
|
245
|
|
|
|
Nine Months Ended September 30, 2017
|
||
Beginning balance
|
$
|
52
|
|
Amounts accrued for current year
|
16
|
|
|
Settlements of warranty claims
|
(12
|
)
|
|
Ending balance
|
$
|
56
|
|
Location
|
InterWrap Acquisition
|
Pittsburgh Corning Acquisition
|
Total
|
||||||
Marketing and administrative expenses
|
$
|
1
|
|
$
|
2
|
|
$
|
3
|
|
Other expenses, net
|
—
|
|
9
|
|
9
|
|
|||
Total acquisition-related costs
|
$
|
1
|
|
$
|
11
|
|
$
|
12
|
|
9.
|
RESTRUCTURING AND ACQUISITION-RELATED COSTS (continued)
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
Type of cost
|
Location
|
2017
|
2016
|
2017
|
2016
|
||||||||
Accelerated depreciation
|
Cost of sales
|
$
|
7
|
|
$
|
1
|
|
$
|
9
|
|
$
|
2
|
|
Other exit costs
|
Cost of sales
|
—
|
|
2
|
|
2
|
|
4
|
|
||||
Severance
|
Other expenses, net
|
1
|
|
1
|
|
26
|
|
1
|
|
||||
Other exit costs
|
Other expenses, net
|
—
|
|
1
|
|
—
|
|
1
|
|
||||
Total restructuring costs
|
|
$
|
8
|
|
$
|
5
|
|
$
|
37
|
|
$
|
8
|
|
|
2017 Cost Reduction Actions
|
Pittsburgh Corning Acquisition-Related Restructuring
|
2016 Cost Reduction Actions
|
InterWrap Acquisition-Related Restructuring
|
2014 Cost Reduction Actions
|
Total
|
||||||||||||
Balance at December 31, 2016
|
$
|
—
|
|
$
|
—
|
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
$
|
2
|
|
Restructuring costs
|
20
|
|
15
|
|
1
|
|
1
|
|
—
|
|
37
|
|
||||||
Payments
|
—
|
|
(6
|
)
|
—
|
|
—
|
|
(1
|
)
|
(7
|
)
|
||||||
Non-cash items
|
(9
|
)
|
—
|
|
(1
|
)
|
(1
|
)
|
—
|
|
(11
|
)
|
||||||
Balance at September 30, 2017
|
$
|
11
|
|
$
|
9
|
|
$
|
1
|
|
$
|
—
|
|
$
|
—
|
|
$
|
21
|
|
Cumulative charges incurred
|
$
|
20
|
|
$
|
15
|
|
$
|
19
|
|
$
|
4
|
|
$
|
45
|
|
$
|
103
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||||||
|
Carrying Value
|
Fair Value
|
|
Carrying Value
|
Fair Value
|
||||||
9.00% senior notes, net of discount and financing fees, due 2019
|
$
|
—
|
|
—
|
%
|
|
$
|
143
|
|
114
|
%
|
4.20% senior notes, net of discount and financing fees, due 2022
|
597
|
|
106
|
%
|
|
596
|
|
104
|
%
|
||
4.20% senior notes, net of discount and financing fees, due 2024
|
392
|
|
105
|
%
|
|
391
|
|
102
|
%
|
||
3.40% senior notes, net of discount and financing fees, due 2026
|
395
|
|
99
|
%
|
|
395
|
|
95
|
%
|
||
7.00% senior notes, net of discount and financing fees, due 2036
|
400
|
|
129
|
%
|
|
536
|
|
118
|
%
|
||
4.30% senior notes, net of discount and financing fees, due 2047
|
588
|
|
96
|
%
|
|
—
|
|
—
|
%
|
||
Accounts receivable securitization facility, maturing in 2020 (a)
|
133
|
|
100
|
%
|
|
—
|
|
—
|
%
|
||
Various capital leases, due through and beyond 2050 (a)
|
31
|
|
100
|
%
|
|
33
|
|
100
|
%
|
||
Unamortized interest rate swap basis adjustment
|
6
|
|
n/a
|
|
|
8
|
|
n/a
|
|
||
Total long-term debt
|
2,542
|
|
n/a
|
|
|
2,102
|
|
n/a
|
|
||
Less – current portion (a)
|
3
|
|
100
|
%
|
|
3
|
|
100
|
%
|
||
Long-term debt, net of current portion
|
$
|
2,539
|
|
n/a
|
|
|
$
|
2,099
|
|
n/a
|
|
10.
|
DEBT (continued)
|
10.
|
DEBT (continued)
|
|
Balance at September 30, 2017
|
|||||
|
Senior Revolving Credit Facility
|
Receivables Securitization Facility
|
||||
Facility size or borrowing limit
|
$
|
800
|
|
$
|
250
|
|
Outstanding borrowings
|
—
|
|
133
|
|
||
Outstanding letters of credit
|
9
|
|
2
|
|
||
Availability on facility
|
$
|
791
|
|
$
|
115
|
|
11.
|
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
|
|
Three Months Ended September 30,
|
||||||||||||||||||
|
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
|
|
$
|
—
|
|
$
|
2
|
|
Interest cost
|
10
|
|
2
|
|
12
|
|
|
11
|
|
4
|
|
15
|
|
||||||
Expected return on plan assets
|
(14
|
)
|
(4
|
)
|
(18
|
)
|
|
(14
|
)
|
(5
|
)
|
(19
|
)
|
||||||
Amortization of actuarial loss
|
3
|
|
—
|
|
3
|
|
|
3
|
|
—
|
|
3
|
|
||||||
Settlement loss
|
—
|
|
(2
|
)
|
(2
|
)
|
|
—
|
|
—
|
|
—
|
|
||||||
Contractual termination benefit
|
—
|
|
—
|
|
—
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Net periodic pension cost
|
$
|
1
|
|
$
|
(3
|
)
|
$
|
(2
|
)
|
|
$
|
2
|
|
$
|
(1
|
)
|
$
|
1
|
|
|
Nine Months Ended September 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
||||||||||||||||
|
U.S.
|
Non-U.S.
|
Total
|
|
U.S.
|
Non-U.S.
|
Total
|
||||||||||||
Components of Net Periodic Pension Cost
|
|
|
|
|
|
|
|
|
|||||||||||
Service cost
|
$
|
5
|
|
$
|
4
|
|
$
|
9
|
|
|
$
|
5
|
|
$
|
2
|
|
$
|
7
|
|
Interest cost
|
30
|
|
10
|
|
40
|
|
|
33
|
|
13
|
|
46
|
|
||||||
Expected return on plan assets
|
(43
|
)
|
(16
|
)
|
(59
|
)
|
|
(43
|
)
|
(17
|
)
|
(60
|
)
|
||||||
Amortization of actuarial loss
|
10
|
|
3
|
|
13
|
|
|
10
|
|
2
|
|
12
|
|
||||||
Settlement loss
|
—
|
|
28
|
|
28
|
|
|
—
|
|
—
|
|
—
|
|
||||||
Curtailment gain
|
—
|
|
—
|
|
—
|
|
|
—
|
|
(6
|
)
|
(6
|
)
|
||||||
Contractual termination benefit
|
—
|
|
—
|
|
—
|
|
|
—
|
|
2
|
|
2
|
|
||||||
Net periodic pension cost
|
$
|
2
|
|
$
|
29
|
|
$
|
31
|
|
|
$
|
5
|
|
$
|
(4
|
)
|
$
|
1
|
|
11.
|
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (continued)
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
Components of Net Periodic Benefit Cost
|
|
|
|
|
||||||||
Service cost
|
$
|
—
|
|
$
|
—
|
|
$
|
2
|
|
$
|
1
|
|
Interest cost
|
2
|
|
3
|
|
6
|
|
7
|
|
||||
Amortization of prior service cost
|
(1
|
)
|
(1
|
)
|
(3
|
)
|
(3
|
)
|
||||
Amortization of actuarial loss
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
||||
Net periodic benefit cost
|
$
|
1
|
|
$
|
2
|
|
$
|
3
|
|
$
|
5
|
|
12.
|
CONTINGENT LIABILITIES AND OTHER MATTERS
|
12.
|
CONTINGENT LIABILITIES AND OTHER MATTERS (continued)
|
13.
|
STOCK COMPENSATION
|
|
Nine Months Ended
September 30, 2017 |
||||
|
Number of
Options
|
Weighted-
Average
Exercise Price
|
|||
Beginning Balance
|
975,400
|
|
$
|
35.14
|
|
Exercised
|
(317,225
|
)
|
31.71
|
|
|
Forfeited
|
(3,250
|
)
|
37.65
|
|
|
Ending Balance
|
654,925
|
|
$
|
36.79
|
|
|
Options Outstanding
|
Options Exercisable
|
||||||||||
|
Options
Outstanding
|
Weighted-Average
|
Number Exercisable at September 30, 2017
|
Weighted-Average
|
||||||||
Range of Exercise Prices
|
Remaining
Contractual Life
|
Exercise
Price
|
Remaining
Contractual Life
|
Exercise
Price
|
||||||||
$13.89 - $42.16
|
654,925
|
|
4.95
|
$
|
36.79
|
|
587,225
|
|
4.79
|
$
|
36.69
|
|
13.
|
STOCK COMPENSATION (continued)
|
13.
|
STOCK COMPENSATION (continued)
|
|
Nine Months Ended
September 30, 2017 |
||||
|
Number
of PSUs
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Beginning Balance
|
472,300
|
|
$
|
47.19
|
|
Granted
|
221,050
|
|
59.71
|
|
|
Forfeited
|
(18,052
|
)
|
48.98
|
|
|
Ending Balance
|
675,298
|
|
$
|
51.24
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
Net earnings attributable to Owens Corning
|
$
|
96
|
|
$
|
112
|
|
$
|
293
|
|
$
|
307
|
|
Weighted-average number of shares outstanding used for basic earnings per share
|
111.0
|
|
114.1
|
|
111.6
|
|
114.9
|
|
||||
Non-vested restricted and performance shares
|
1.4
|
|
0.9
|
|
1.4
|
|
0.8
|
|
||||
Options to purchase common stock
|
0.3
|
|
0.4
|
|
0.2
|
|
0.3
|
|
||||
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share
|
112.7
|
|
115.4
|
|
113.2
|
|
116.0
|
|
||||
Earnings per common share attributable to Owens Corning common stockholders:
|
|
|
|
|
||||||||
Basic
|
$
|
0.86
|
|
$
|
0.98
|
|
$
|
2.63
|
|
$
|
2.67
|
|
Diluted
|
$
|
0.85
|
|
$
|
0.97
|
|
$
|
2.59
|
|
$
|
2.65
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
Income tax expense
|
$
|
32
|
|
$
|
65
|
|
$
|
142
|
|
$
|
172
|
|
Effective tax rate
|
25
|
%
|
37
|
%
|
33
|
%
|
36
|
%
|
|
Three Months Ended
|
Nine Months Ended
|
||||||||||
|
September 30,
|
September 30,
|
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
Currency Translation Adjustment
|
|
|
|
|
||||||||
Beginning balance
|
$
|
(219
|
)
|
$
|
(226
|
)
|
$
|
(284
|
)
|
$
|
(247
|
)
|
Net investment hedge amounts classified into AOCI, net of tax
|
(6
|
)
|
(3
|
)
|
(15
|
)
|
(5
|
)
|
||||
Gain on foreign currency translation
|
33
|
|
1
|
|
107
|
|
24
|
|
||||
Other comprehensive income/(loss), net of tax
|
27
|
|
(2
|
)
|
92
|
|
19
|
|
||||
Ending balance
|
$
|
(192
|
)
|
$
|
(228
|
)
|
$
|
(192
|
)
|
$
|
(228
|
)
|
Pension and Other Postretirement Adjustment
|
|
|
|
|
||||||||
Beginning balance
|
$
|
(415
|
)
|
$
|
(409
|
)
|
$
|
(429
|
)
|
$
|
(419
|
)
|
Amounts reclassified from AOCI to net earnings, net of tax (a)
|
4
|
|
3
|
|
22
|
|
3
|
|
||||
Amounts classified into AOCI, net of tax
|
(2
|
)
|
1
|
|
(6
|
)
|
11
|
|
||||
Other comprehensive income, net of tax
|
2
|
|
4
|
|
16
|
|
14
|
|
||||
Ending balance
|
$
|
(413
|
)
|
$
|
(405
|
)
|
$
|
(413
|
)
|
$
|
(405
|
)
|
Hedging Adjustment
|
|
|
|
|
||||||||
Beginning balance
|
$
|
—
|
|
$
|
—
|
|
$
|
3
|
|
$
|
(4
|
)
|
Amounts reclassified from AOCI to net earnings, net of tax (b)
|
—
|
|
1
|
|
(1
|
)
|
5
|
|
||||
Amounts classified into AOCI, net of tax
|
—
|
|
—
|
|
(2
|
)
|
—
|
|
||||
Other comprehensive income/(loss), net of tax
|
—
|
|
1
|
|
(3
|
)
|
5
|
|
||||
Ending balance
|
$
|
—
|
|
$
|
1
|
|
$
|
—
|
|
$
|
1
|
|
Total AOCI ending balance
|
$
|
(605
|
)
|
$
|
(632
|
)
|
$
|
(605
|
)
|
$
|
(632
|
)
|
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, 2017-05 and 2017-13.
|
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 fourth quarter 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 2016 Form 10-K) and do not contain multiple element arrangements. 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. We are still analyzing potential quarterly timing differences for our consignment sales arrangements and customized products manufactured for customers, but we expect any such differences to be immaterial to our results of operations. We are also still assessing the standard's new disclosure requirements and impact on internal control over financial reporting.
|
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 implementing 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 do not expect that the adoption of this standard will have a material effect on our Consolidated Financial Statements on an ongoing basis. The standard's retrospective adoption, though, will likely have a significant impact on the classifications in our 2017 Consolidated Statements of Earnings, mainly due to pension settlement losses that were recorded in the second quarter of 2017 (as described in Note 11 of the Consolidated Financial Statements).
|
ASU 2017-12 "Derivatives and Hedging (Topic 815)"
|
This standard changes how an entity assesses effectiveness of derivative instruments, potentially resulting in less ineffectiveness and more derivatives qualifying for hedge accounting. Entities may early adopt the standard in any interim period, with the effect of adoption being applied to existing hedging relationships as of the beginning of the fiscal year of adoption.
|
January 1, 2019
|
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
|
$
|
—
|
|
$
|
1,236
|
|
$
|
598
|
|
$
|
(131
|
)
|
$
|
1,703
|
|
COST OF SALES
|
—
|
|
945
|
|
465
|
|
(131
|
)
|
1,279
|
|
|||||
Gross margin
|
—
|
|
291
|
|
133
|
|
—
|
|
424
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
37
|
|
83
|
|
40
|
|
—
|
|
160
|
|
|||||
Science and technology expenses
|
—
|
|
17
|
|
5
|
|
—
|
|
22
|
|
|||||
Other expenses, net
|
(3
|
)
|
12
|
|
6
|
|
—
|
|
15
|
|
|||||
Total operating expenses
|
34
|
|
112
|
|
51
|
|
—
|
|
197
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(34
|
)
|
179
|
|
82
|
|
—
|
|
227
|
|
|||||
Interest expense, net
|
25
|
|
—
|
|
3
|
|
—
|
|
28
|
|
|||||
Loss on extinguishment of debt
|
71
|
|
—
|
|
—
|
|
—
|
|
71
|
|
|||||
EARNINGS BEFORE TAXES
|
(130
|
)
|
179
|
|
79
|
|
—
|
|
128
|
|
|||||
Income tax expense
|
(50
|
)
|
68
|
|
14
|
|
—
|
|
32
|
|
|||||
Equity in net earnings of subsidiaries
|
176
|
|
65
|
|
—
|
|
(241
|
)
|
—
|
|
|||||
Equity in net earnings of affiliates
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
NET EARNINGS
|
96
|
|
176
|
|
65
|
|
(241
|
)
|
96
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
96
|
|
$
|
176
|
|
$
|
65
|
|
$
|
(241
|
)
|
$
|
96
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
$
|
1,106
|
|
$
|
545
|
|
$
|
(133
|
)
|
$
|
1,518
|
|
COST OF SALES
|
—
|
|
856
|
|
421
|
|
(133
|
)
|
1,144
|
|
|||||
Gross margin
|
—
|
|
250
|
|
124
|
|
—
|
|
374
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
35
|
|
76
|
|
30
|
|
—
|
|
141
|
|
|||||
Science and technology expenses
|
—
|
|
17
|
|
3
|
|
—
|
|
20
|
|
|||||
Other expenses, net
|
(5
|
)
|
(6
|
)
|
17
|
|
—
|
|
6
|
|
|||||
Total operating expenses
|
30
|
|
87
|
|
50
|
|
—
|
|
167
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(30
|
)
|
163
|
|
74
|
|
—
|
|
207
|
|
|||||
Interest expense, net
|
28
|
|
—
|
|
—
|
|
—
|
|
28
|
|
|||||
Loss on extinguishment of debt
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
EARNINGS BEFORE TAXES
|
(59
|
)
|
163
|
|
74
|
|
—
|
|
178
|
|
|||||
Income tax expense
|
(35
|
)
|
93
|
|
7
|
|
—
|
|
65
|
|
|||||
Equity in net earnings of subsidiaries
|
136
|
|
66
|
|
—
|
|
(202
|
)
|
—
|
|
|||||
Equity in net earnings of affiliates
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
NET EARNINGS
|
112
|
|
136
|
|
67
|
|
(202
|
)
|
113
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
112
|
|
$
|
136
|
|
$
|
66
|
|
$
|
(202
|
)
|
$
|
112
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
$
|
3,501
|
|
$
|
1,653
|
|
$
|
(376
|
)
|
$
|
4,778
|
|
COST OF SALES
|
1
|
|
2,692
|
|
1,285
|
|
(376
|
)
|
3,602
|
|
|||||
Gross margin
|
(1
|
)
|
809
|
|
368
|
|
—
|
|
1,176
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
111
|
|
246
|
|
100
|
|
—
|
|
457
|
|
|||||
Science and technology expenses
|
—
|
|
52
|
|
12
|
|
—
|
|
64
|
|
|||||
Other expenses, net
|
(1
|
)
|
(18
|
)
|
87
|
|
—
|
|
68
|
|
|||||
Total operating expenses
|
110
|
|
280
|
|
199
|
|
—
|
|
589
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(111
|
)
|
529
|
|
169
|
|
—
|
|
587
|
|
|||||
Interest expense, net
|
72
|
|
—
|
|
9
|
|
—
|
|
81
|
|
|||||
Loss on extinguishment of debt
|
71
|
|
—
|
|
—
|
|
—
|
|
71
|
|
|||||
EARNINGS BEFORE TAXES
|
(254
|
)
|
529
|
|
160
|
|
—
|
|
435
|
|
|||||
Income tax expense
|
(105
|
)
|
200
|
|
47
|
|
—
|
|
142
|
|
|||||
Equity in net earnings of subsidiaries
|
442
|
|
113
|
|
—
|
|
(555
|
)
|
—
|
|
|||||
Equity in net earnings of affiliates
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
NET EARNINGS
|
293
|
|
442
|
|
113
|
|
(555
|
)
|
293
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
293
|
|
$
|
442
|
|
$
|
113
|
|
$
|
(555
|
)
|
$
|
293
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET SALES
|
$
|
—
|
|
$
|
3,123
|
|
$
|
1,539
|
|
$
|
(368
|
)
|
$
|
4,294
|
|
COST OF SALES
|
2
|
|
2,439
|
|
1,159
|
|
(368
|
)
|
3,232
|
|
|||||
Gross margin
|
(2
|
)
|
684
|
|
380
|
|
—
|
|
1,062
|
|
|||||
OPERATING EXPENSES
|
|
|
|
|
|
||||||||||
Marketing and administrative expenses
|
103
|
|
233
|
|
90
|
|
—
|
|
426
|
|
|||||
Science and technology expenses
|
—
|
|
50
|
|
10
|
|
—
|
|
60
|
|
|||||
Other expenses, net
|
(8
|
)
|
31
|
|
(10
|
)
|
—
|
|
13
|
|
|||||
Total operating expenses
|
95
|
|
314
|
|
90
|
|
—
|
|
499
|
|
|||||
EARNINGS BEFORE INTEREST AND TAXES
|
(97
|
)
|
370
|
|
290
|
|
—
|
|
563
|
|
|||||
Interest expense, net
|
74
|
|
(1
|
)
|
7
|
|
—
|
|
80
|
|
|||||
Loss on extinguishment of debt
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
EARNINGS BEFORE TAXES
|
(172
|
)
|
371
|
|
283
|
|
—
|
|
482
|
|
|||||
Income tax expense
|
(85
|
)
|
188
|
|
69
|
|
—
|
|
172
|
|
|||||
Equity in net earnings of subsidiaries
|
394
|
|
211
|
|
—
|
|
(605
|
)
|
—
|
|
|||||
Equity in net earnings of affiliates
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
NET EARNINGS
|
307
|
|
394
|
|
215
|
|
(605
|
)
|
311
|
|
|||||
Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
4
|
|
—
|
|
4
|
|
|||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
307
|
|
$
|
394
|
|
$
|
211
|
|
$
|
(605
|
)
|
$
|
307
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET EARNINGS
|
$
|
112
|
|
$
|
136
|
|
$
|
67
|
|
$
|
(202
|
)
|
$
|
113
|
|
Currency translation adjustment (net of tax)
|
(2
|
)
|
—
|
|
2
|
|
(2
|
)
|
(2
|
)
|
|||||
Pension and other postretirement adjustment (net of tax)
|
4
|
|
(1
|
)
|
3
|
|
(2
|
)
|
4
|
|
|||||
Hedging adjustment (net of tax)
|
1
|
|
—
|
|
—
|
|
—
|
|
1
|
|
|||||
COMPREHENSIVE EARNINGS
|
115
|
|
135
|
|
72
|
|
(206
|
)
|
116
|
|
|||||
Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
115
|
|
$
|
135
|
|
$
|
71
|
|
$
|
(206
|
)
|
$
|
115
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET EARNINGS
|
$
|
307
|
|
$
|
394
|
|
$
|
215
|
|
$
|
(605
|
)
|
$
|
311
|
|
Currency translation adjustment (net of tax)
|
19
|
|
(3
|
)
|
28
|
|
(25
|
)
|
19
|
|
|||||
Pension and other postretirement adjustment (net of tax)
|
14
|
|
22
|
|
4
|
|
(26
|
)
|
14
|
|
|||||
Hedging adjustment (net of tax)
|
5
|
|
1
|
|
1
|
|
(2
|
)
|
5
|
|
|||||
COMPREHENSIVE EARNINGS
|
345
|
|
414
|
|
248
|
|
(658
|
)
|
349
|
|
|||||
Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
4
|
|
—
|
|
4
|
|
|||||
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
345
|
|
$
|
414
|
|
$
|
244
|
|
$
|
(658
|
)
|
$
|
345
|
|
ASSETS
|
Parent
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
CURRENT ASSETS
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
—
|
|
$
|
8
|
|
$
|
160
|
|
$
|
—
|
|
$
|
168
|
|
Receivables, net
|
—
|
|
—
|
|
916
|
|
—
|
|
916
|
|
|||||
Due from affiliates
|
—
|
|
3,126
|
|
—
|
|
(3,126
|
)
|
—
|
|
|||||
Inventories
|
—
|
|
439
|
|
354
|
|
—
|
|
793
|
|
|||||
Other current assets
|
16
|
|
29
|
|
41
|
|
—
|
|
86
|
|
|||||
Total current assets
|
16
|
|
3,602
|
|
1,471
|
|
(3,126
|
)
|
1,963
|
|
|||||
Investment in subsidiaries
|
8,667
|
|
1,983
|
|
—
|
|
(10,650
|
)
|
—
|
|
|||||
Property, plant and equipment, net
|
466
|
|
1,656
|
|
1,192
|
|
—
|
|
3,314
|
|
|||||
Goodwill and intangible assets, net
|
—
|
|
2,357
|
|
597
|
|
(74
|
)
|
2,880
|
|
|||||
Other non-current assets
|
(24
|
)
|
339
|
|
184
|
|
—
|
|
499
|
|
|||||
TOTAL ASSETS
|
$
|
9,125
|
|
$
|
9,937
|
|
$
|
3,444
|
|
$
|
(13,850
|
)
|
$
|
8,656
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
||||||||||
Accounts and notes payable and other current liabilities
|
$
|
89
|
|
$
|
870
|
|
$
|
226
|
|
$
|
—
|
|
$
|
1,185
|
|
Due to affiliates
|
2,350
|
|
—
|
|
776
|
|
(3,126
|
)
|
—
|
|
|||||
Total current liabilities
|
2,439
|
|
870
|
|
1,002
|
|
(3,126
|
)
|
1,185
|
|
|||||
Long-term debt, net of current portion
|
2,378
|
|
11
|
|
150
|
|
—
|
|
2,539
|
|
|||||
Deferred income taxes
|
—
|
|
—
|
|
65
|
|
—
|
|
65
|
|
|||||
Other liabilities
|
234
|
|
389
|
|
204
|
|
(74
|
)
|
753
|
|
|||||
Redeemable equity
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
OWENS CORNING STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||||||
Total Owens Corning stockholders’ equity
|
4,074
|
|
8,667
|
|
1,983
|
|
(10,650
|
)
|
4,074
|
|
|||||
Noncontrolling interests
|
—
|
|
—
|
|
40
|
|
—
|
|
40
|
|
|||||
Total equity
|
4,074
|
|
8,667
|
|
2,023
|
|
(10,650
|
)
|
4,114
|
|
|||||
TOTAL LIABILITIES AND EQUITY
|
$
|
9,125
|
|
$
|
9,937
|
|
$
|
3,444
|
|
$
|
(13,850
|
)
|
$
|
8,656
|
|
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
|
|
|||||
Other current assets
|
24
|
|
29
|
|
33
|
|
—
|
|
86
|
|
|||||
Total current assets
|
24
|
|
3,118
|
|
1,056
|
|
(2,612
|
)
|
1,586
|
|
|||||
Investment in subsidiaries
|
7,745
|
|
1,653
|
|
—
|
|
(9,398
|
)
|
—
|
|
|||||
Property, plant and equipment, net
|
470
|
|
1,600
|
|
1,042
|
|
—
|
|
3,112
|
|
|||||
Goodwill and intangible assets, net
|
—
|
|
2,197
|
|
394
|
|
(117
|
)
|
2,474
|
|
|||||
Other non-current assets
|
(23
|
)
|
424
|
|
168
|
|
—
|
|
569
|
|
|||||
TOTAL ASSETS
|
$
|
8,216
|
|
$
|
8,992
|
|
$
|
2,660
|
|
$
|
(12,127
|
)
|
$
|
7,741
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
||||||||||
CURRENT LIABILITIES
|
|
|
|
|
|
||||||||||
Accounts and notes payable and other current liabilities
|
$
|
75
|
|
$
|
834
|
|
$
|
54
|
|
$
|
—
|
|
$
|
963
|
|
Due to affiliates
|
1,941
|
|
—
|
|
671
|
|
(2,612
|
)
|
—
|
|
|||||
Total current liabilities
|
2,016
|
|
834
|
|
725
|
|
(2,612
|
)
|
963
|
|
|||||
Long-term debt, net of current portion
|
2,069
|
|
12
|
|
18
|
|
—
|
|
2,099
|
|
|||||
Deferred income taxes
|
—
|
|
—
|
|
36
|
|
—
|
|
36
|
|
|||||
Other liabilities
|
282
|
|
401
|
|
186
|
|
(117
|
)
|
752
|
|
|||||
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
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
|
$
|
(65
|
)
|
$
|
416
|
|
$
|
343
|
|
$
|
—
|
|
$
|
694
|
|
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
|
|
|
||||||||||
Cash paid for property, plant and equipment
|
(8
|
)
|
(192
|
)
|
(49
|
)
|
—
|
|
(249
|
)
|
|||||
Proceeds from the sale of assets or affiliates
|
—
|
|
3
|
|
—
|
|
—
|
|
3
|
|
|||||
Investment in subsidiaries and affiliates, net of cash acquired
|
—
|
|
(369
|
)
|
(197
|
)
|
—
|
|
(566
|
)
|
|||||
Other
|
2
|
|
—
|
|
—
|
|
—
|
|
2
|
|
|||||
Net cash flow used for investing activities
|
(6
|
)
|
(558
|
)
|
(246
|
)
|
—
|
|
(810
|
)
|
|||||
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
588
|
|
—
|
|
—
|
|
—
|
|
588
|
|
|||||
Proceeds from senior revolving credit and receivables securitization facilities
|
285
|
|
—
|
|
584
|
|
—
|
|
869
|
|
|||||
Proceeds from term loan borrowing
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Payments on term loan borrowing
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Payments on senior revolving credit and receivables securitization facilities
|
(285
|
)
|
—
|
|
(451
|
)
|
—
|
|
(736
|
)
|
|||||
Payments on long-term debt
|
(351
|
)
|
—
|
|
—
|
|
—
|
|
(351
|
)
|
|||||
Net increase (decrease) in short-term debt
|
—
|
|
—
|
|
2
|
|
—
|
|
2
|
|
|||||
Dividends paid
|
(67
|
)
|
—
|
|
—
|
|
—
|
|
(67
|
)
|
|||||
Purchases of treasury stock
|
(159
|
)
|
—
|
|
—
|
|
—
|
|
(159
|
)
|
|||||
Intercompany dividends paid
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Other intercompany loans
|
52
|
|
95
|
|
(147
|
)
|
—
|
|
—
|
|
|||||
Other
|
8
|
|
—
|
|
—
|
|
—
|
|
8
|
|
|||||
Net cash flow provided by financing activities
|
71
|
|
95
|
|
(12
|
)
|
—
|
|
154
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
—
|
|
19
|
|
—
|
|
19
|
|
|||||
Net increase in cash, cash equivalents and restricted cash
|
—
|
|
(47
|
)
|
104
|
|
—
|
|
57
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
6
|
|
55
|
|
57
|
|
—
|
|
118
|
|
|||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
|
$
|
6
|
|
$
|
8
|
|
$
|
161
|
|
$
|
—
|
|
$
|
175
|
|
|
Parent
|
Guarantor
Subsidiaries
|
Non-
Guarantor
Subsidiaries
|
Eliminations
|
Consolidated
|
||||||||||
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
|
$
|
(67
|
)
|
$
|
621
|
|
$
|
136
|
|
$
|
(11
|
)
|
$
|
679
|
|
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
|
|
|
||||||||||
Cash paid for property, plant and equipment
|
(11
|
)
|
(216
|
)
|
(54
|
)
|
—
|
|
(281
|
)
|
|||||
Investment in subsidiaries and affiliates, net of cash acquired
|
—
|
|
—
|
|
(450
|
)
|
—
|
|
(450
|
)
|
|||||
Other
|
2
|
|
—
|
|
—
|
|
—
|
|
2
|
|
|||||
Net cash flow used for investing activities
|
(9
|
)
|
(216
|
)
|
(504
|
)
|
—
|
|
(729
|
)
|
|||||
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
|
|
|
|
|
|
||||||||||
Proceeds from long-term debt
|
395
|
|
—
|
|
—
|
|
—
|
|
395
|
|
|||||
Proceeds from senior revolving credit and receivables securitization facilities
|
—
|
|
—
|
|
574
|
|
—
|
|
574
|
|
|||||
Proceeds from term loan borrowing
|
300
|
|
—
|
|
—
|
|
—
|
|
300
|
|
|||||
Payments on term loan borrowing
|
(300
|
)
|
—
|
|
—
|
|
—
|
|
(300
|
)
|
|||||
Payments on senior revolving credit and receivables securitization facilities
|
—
|
|
—
|
|
(514
|
)
|
—
|
|
(514
|
)
|
|||||
Payments on long-term debt
|
(160
|
)
|
—
|
|
—
|
|
—
|
|
(160
|
)
|
|||||
Net increase (decrease) in short-term debt
|
—
|
|
—
|
|
(5
|
)
|
—
|
|
(5
|
)
|
|||||
Dividends paid
|
(61
|
)
|
—
|
|
—
|
|
—
|
|
(61
|
)
|
|||||
Purchases of treasury stock
|
(176
|
)
|
—
|
|
—
|
|
—
|
|
(176
|
)
|
|||||
Intercompany dividends paid
|
—
|
|
—
|
|
(11
|
)
|
11
|
|
—
|
|
|||||
Other intercompany loans
|
103
|
|
(451
|
)
|
348
|
|
—
|
|
—
|
|
|||||
Other
|
10
|
|
—
|
|
—
|
|
—
|
|
10
|
|
|||||
Net cash flow provided by financing activities
|
111
|
|
(451
|
)
|
392
|
|
11
|
|
63
|
|
|||||
Effect of exchange rate changes on cash
|
—
|
|
—
|
|
1
|
|
—
|
|
1
|
|
|||||
Net increase in cash, cash equivalents and restricted cash
|
35
|
|
(46
|
)
|
25
|
|
—
|
|
14
|
|
|||||
Cash, cash equivalents and restricted cash at beginning of period
|
—
|
|
48
|
|
48
|
|
—
|
|
96
|
|
|||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
|
$
|
35
|
|
$
|
2
|
|
$
|
73
|
|
$
|
—
|
|
$
|
110
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
Net sales
|
$
|
1,703
|
|
$
|
1,518
|
|
$
|
4,778
|
|
$
|
4,294
|
|
Gross margin
|
$
|
424
|
|
$
|
374
|
|
$
|
1,176
|
|
$
|
1,062
|
|
% of net sales
|
25
|
%
|
25
|
%
|
25
|
%
|
25
|
%
|
||||
Marketing and administrative expenses
|
$
|
160
|
|
$
|
141
|
|
$
|
457
|
|
$
|
426
|
|
Other expenses, net
|
$
|
15
|
|
$
|
6
|
|
$
|
68
|
|
$
|
13
|
|
Earnings before interest and taxes
|
$
|
227
|
|
$
|
207
|
|
$
|
587
|
|
$
|
563
|
|
Interest expense, net
|
$
|
28
|
|
$
|
28
|
|
$
|
81
|
|
$
|
80
|
|
Loss on extinguishment of debt
|
$
|
71
|
|
$
|
1
|
|
$
|
71
|
|
$
|
1
|
|
Income tax expense
|
$
|
32
|
|
$
|
65
|
|
$
|
142
|
|
$
|
172
|
|
Net earnings attributable to Owens Corning
|
$
|
96
|
|
$
|
112
|
|
$
|
293
|
|
$
|
307
|
|
|
|
Three Months Ended September 30,
|
Nine Months Ended September 30,
|
||||||||||
|
Location
|
2017
|
2016
|
2017
|
2016
|
||||||||
Restructuring costs
|
Cost of sales
|
$
|
(7
|
)
|
$
|
(3
|
)
|
$
|
(11
|
)
|
$
|
(6
|
)
|
Restructuring costs
|
Other expenses, net
|
(1
|
)
|
(2
|
)
|
(26
|
)
|
(2
|
)
|
||||
Acquisition-related costs
|
Marketing and administrative expenses
|
(1
|
)
|
(1
|
)
|
(3
|
)
|
(5
|
)
|
||||
Acquisition-related costs
|
Other expenses, net
|
—
|
|
(3
|
)
|
(9
|
)
|
(3
|
)
|
||||
Recognition of acquisition inventory fair value step-up
|
Cost of sales
|
(5
|
)
|
(2
|
)
|
(5
|
)
|
(10
|
)
|
||||
Total restructuring, acquisition and integration-related costs
|
|
$
|
(14
|
)
|
$
|
(11
|
)
|
$
|
(54
|
)
|
$
|
(26
|
)
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
Restructuring costs
|
$
|
(8
|
)
|
$
|
(5
|
)
|
$
|
(37
|
)
|
$
|
(8
|
)
|
Acquisition-related costs
|
(1
|
)
|
(4
|
)
|
(12
|
)
|
(8
|
)
|
||||
Recognition of acquisition inventory fair value step-up
|
(5
|
)
|
(2
|
)
|
(5
|
)
|
(10
|
)
|
||||
Litigation settlement gain, net of legal fees
|
—
|
|
—
|
|
29
|
|
—
|
|
||||
Pension settlement gain (loss)
|
2
|
|
—
|
|
(28
|
)
|
—
|
|
||||
Total adjusting items
|
$
|
(12
|
)
|
$
|
(11
|
)
|
$
|
(53
|
)
|
$
|
(26
|
)
|
|
Three Months Ended
September 30, |
Nine Months Ended September 30,
|
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
96
|
|
$
|
112
|
|
$
|
293
|
|
$
|
307
|
|
Net earnings attributable to noncontrolling interests
|
—
|
|
1
|
|
—
|
|
4
|
|
||||
NET EARNINGS
|
96
|
|
113
|
|
293
|
|
311
|
|
||||
Equity in net earnings of affiliates
|
—
|
|
—
|
|
—
|
|
1
|
|
||||
Income tax expense
|
32
|
|
65
|
|
142
|
|
172
|
|
||||
EARNINGS BEFORE TAXES
|
128
|
|
178
|
|
435
|
|
482
|
|
||||
Interest expense, net
|
28
|
|
28
|
|
81
|
|
80
|
|
||||
Loss on extinguishment of debt
|
71
|
|
1
|
|
71
|
|
1
|
|
||||
EARNINGS BEFORE INTEREST AND TAXES
|
227
|
|
207
|
|
587
|
|
563
|
|
||||
Adjusting items from above
|
(12
|
)
|
(11
|
)
|
(53
|
)
|
(26
|
)
|
||||
ADJUSTED EBIT
|
$
|
239
|
|
$
|
218
|
|
$
|
640
|
|
$
|
589
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
Net sales
|
$
|
514
|
|
$
|
496
|
|
$
|
1,562
|
|
$
|
1,486
|
|
% change from prior year
|
4
|
%
|
2
|
%
|
5
|
%
|
2
|
%
|
||||
EBIT
|
$
|
62
|
|
$
|
61
|
|
$
|
217
|
|
$
|
199
|
|
EBIT as a % of net sales
|
12
|
%
|
12
|
%
|
14
|
%
|
13
|
%
|
||||
Depreciation and amortization expense
|
$
|
36
|
|
$
|
36
|
|
$
|
107
|
|
$
|
103
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
Net sales
|
$
|
568
|
|
$
|
476
|
|
$
|
1,406
|
|
$
|
1,275
|
|
% change from prior year
|
19
|
%
|
-5
|
%
|
10
|
%
|
-4
|
%
|
||||
EBIT
|
$
|
64
|
|
$
|
38
|
|
$
|
98
|
|
$
|
83
|
|
EBIT as a % of net sales
|
11
|
%
|
8
|
%
|
7
|
%
|
7
|
%
|
||||
Depreciation and amortization expense
|
$
|
36
|
|
$
|
26
|
|
$
|
89
|
|
$
|
78
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
Net sales
|
$
|
682
|
|
$
|
603
|
|
$
|
1,993
|
|
$
|
1,711
|
|
% change from prior year
|
13
|
%
|
20
|
%
|
16
|
%
|
22
|
%
|
||||
EBIT
|
$
|
147
|
|
$
|
146
|
|
$
|
427
|
|
$
|
388
|
|
EBIT as a % of net sales
|
22
|
%
|
24
|
%
|
21
|
%
|
23
|
%
|
||||
Depreciation and amortization expense
|
$
|
13
|
|
$
|
13
|
|
$
|
37
|
|
$
|
34
|
|
|
Three Months Ended
September 30, |
Nine Months Ended
September 30, |
||||||||||
|
2017
|
2016
|
2017
|
2016
|
||||||||
Restructuring costs
|
$
|
(8
|
)
|
$
|
(5
|
)
|
$
|
(37
|
)
|
$
|
(8
|
)
|
Acquisition-related costs
|
(1
|
)
|
(4
|
)
|
(12
|
)
|
(8
|
)
|
||||
Recognition of acquisition inventory fair value step-up
|
(5
|
)
|
(2
|
)
|
(5
|
)
|
(10
|
)
|
||||
Litigation settlement gain, net of legal fees
|
—
|
|
—
|
|
29
|
|
—
|
|
||||
Pension settlement gain (loss)
|
2
|
|
—
|
|
(28
|
)
|
—
|
|
||||
General corporate expense and other
|
(34
|
)
|
(27
|
)
|
(102
|
)
|
(81
|
)
|
||||
EBIT
|
$
|
(46
|
)
|
$
|
(38
|
)
|
$
|
(155
|
)
|
$
|
(107
|
)
|
Depreciation and amortization
|
$
|
16
|
|
$
|
9
|
|
$
|
36
|
|
$
|
27
|
|
|
As of September 30, 2017
|
|||||
|
Senior Revolving Credit Facility
|
Receivables Securitization Facility
|
||||
Facility size or borrowing limit
|
$
|
800
|
|
$
|
250
|
|
Outstanding borrowings
|
—
|
|
133
|
|
||
Outstanding letters of credit
|
9
|
|
2
|
|
||
Availability on facility
|
$
|
791
|
|
$
|
115
|
|
|
Nine Months Ended
September 30, |
|||||
|
2017
|
2016
|
||||
Cash and cash equivalents
|
$
|
168
|
|
$
|
110
|
|
Net cash flow provided by operating activities
|
$
|
694
|
|
$
|
679
|
|
Net cash flow used for investing activities
|
$
|
(810
|
)
|
$
|
(729
|
)
|
Net cash flow provided by financing activities
|
$
|
154
|
|
$
|
63
|
|
Availability on the Senior Revolving Credit Facility
|
$
|
791
|
|
$
|
791
|
|
Availability on the Receivables Securitization Facility
|
$
|
115
|
|
$
|
188
|
|
•
|
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 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**
|
|||||
July 1-31, 2017
|
320,800
|
|
|
$
|
65.79
|
|
320,800
|
|
7,493,976
|
|
August 1-31, 2017
|
1,289
|
|
|
67.29
|
|
—
|
|
7,493,976
|
|
|
September 1-30, 2017
|
116
|
|
|
74.00
|
|
—
|
|
7,493,976
|
|
|
Total
|
322,205
|
|
*
|
$
|
65.80
|
|
320,800
|
|
7,493,976
|
|
*
|
The Company retained an aggregate of
1,405
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
0.3 million shares
of its common stock for
$21 million
during the
three months ended
September 30, 2017
under the Repurchase Authorization. As of
September 30, 2017
,
7.5 million shares
remain available for repurchase under the Repurchase Authorization.
|
Exhibit
Number
|
Description
|
|
|
|
|
|
|
|
|
|
|
|
|
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
|
|
|
|
|
|
OWENS CORNING
|
|
|
|
|
|
|
|
|
|
|
|
Registrant
|
|
|
|
|
|
|
Date:
|
|
October 25, 2017
|
By:
|
|
/s/ Michael C. McMurray
|
|
|
|
|
|
Michael C. McMurray
|
|
|
|
|
|
Senior Vice President and
|
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
Date:
|
|
October 25, 2017
|
By:
|
|
/s/ Kelly J. Schmidt
|
|
|
|
|
|
Kelly J. Schmidt
|
|
|
|
|
|
Vice President and
|
|
|
|
|
|
Controller
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
1.
|
CAPITALIZED TERMS. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Owens Corning;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Owens Corning;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|