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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
¨
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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
March 31, |
|||||
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||||||
|
2019
|
2018
|
||||
NET SALES
|
$
|
1,667
|
|
$
|
1,691
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|
COST OF SALES
|
1,342
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|
1,336
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Gross margin
|
325
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|
355
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OPERATING EXPENSES
|
|
|
||||
Marketing and administrative expenses
|
182
|
|
185
|
|
||
Science and technology expenses
|
22
|
|
23
|
|
||
Other expenses, net
|
5
|
|
20
|
|
||
Total operating expenses
|
209
|
|
228
|
|
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OPERATING INCOME
|
116
|
|
127
|
|
||
Non-operating income
|
(2
|
)
|
(4
|
)
|
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EARNINGS BEFORE INTEREST AND TAXES
|
118
|
|
131
|
|
||
Interest expense, net
|
36
|
|
28
|
|
||
EARNINGS BEFORE TAXES
|
82
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|
103
|
|
||
Income tax expense
|
39
|
|
11
|
|
||
Equity in net earnings of affiliates
|
1
|
|
—
|
|
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NET EARNINGS
|
44
|
|
92
|
|
||
Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
44
|
|
$
|
92
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EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
|
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|
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Basic
|
$
|
0.40
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$
|
0.83
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Diluted
|
$
|
0.40
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$
|
0.82
|
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WEIGHTED AVERAGE COMMON SHARES
|
|
|
||||
Basic
|
109.5
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|
111.5
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|
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Diluted
|
110.1
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|
112.8
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Three Months Ended
March 31, |
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2019
|
2018
|
||||
NET EARNINGS
|
$
|
44
|
|
$
|
92
|
|
Currency translation adjustment (net of tax of $(3) and $6 for the three months ended March 31, 2019 and 2018, respectively)
|
11
|
|
(15
|
)
|
||
Pension and other postretirement adjustment (net of tax of $0 and $(2) for the three months ended March 31, 2019 and 2018, respectively)
|
(1
|
)
|
(2
|
)
|
||
Hedging adjustment (net of tax of $1 and $0 for the three months ended March 31, 2019 and 2018, respectively)
|
(1
|
)
|
1
|
|
||
COMPREHENSIVE EARNINGS
|
53
|
|
76
|
|
||
Comprehensive earnings attributable to noncontrolling interests
|
—
|
|
—
|
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COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
53
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|
$
|
76
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ASSETS
|
March 31,
2019 |
December 31,
2018 |
||||
CURRENT ASSETS
|
|
|
||||
Cash and cash equivalents
|
$
|
82
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|
$
|
78
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|
Receivables, less allowances of $12 at March 31, 2019 and $16 at December 31, 2018
|
1,040
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794
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Inventories
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1,109
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1,072
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Assets held for sale
|
3
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3
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Other current assets
|
99
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|
73
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Total current assets
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2,333
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|
2,020
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|
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Property, plant and equipment, net
|
3,776
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|
3,811
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|
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Operating lease right-of-use assets
|
235
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|
—
|
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Goodwill
|
1,935
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|
1,949
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Intangible assets
|
1,758
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|
1,779
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Deferred income taxes
|
44
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|
43
|
|
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Other non-current assets
|
184
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|
169
|
|
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TOTAL ASSETS
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$
|
10,265
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$
|
9,771
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LIABILITIES AND EQUITY
|
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|
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Current liabilities
|
$
|
1,275
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$
|
1,278
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Long-term debt, net of current portion
|
3,711
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3,362
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Pension plan liability
|
258
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|
268
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|
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Other employee benefits liability
|
187
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|
190
|
|
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Non-current operating lease liabilities
|
168
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|
—
|
|
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Deferred income taxes
|
169
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|
141
|
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Other liabilities
|
195
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|
208
|
|
||
OWENS CORNING STOCKHOLDERS’ EQUITY
|
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|
||||
Preferred stock, par value $0.01 per share (a)
|
—
|
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—
|
|
||
Common stock, par value $0.01 per share (b)
|
1
|
|
1
|
|
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Additional paid in capital
|
4,025
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|
4,028
|
|
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Accumulated earnings
|
2,033
|
|
2,013
|
|
||
Accumulated other comprehensive deficit
|
(647
|
)
|
(656
|
)
|
||
Cost of common stock in treasury (c)
|
(1,150
|
)
|
(1,103
|
)
|
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Total Owens Corning stockholders’ equity
|
4,262
|
|
4,283
|
|
||
Noncontrolling interests
|
40
|
|
41
|
|
||
Total equity
|
4,302
|
|
4,324
|
|
||
TOTAL LIABILITIES AND EQUITY
|
$
|
10,265
|
|
$
|
9,771
|
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(a)
|
10 shares authorized; none issued or outstanding at
March 31, 2019
and
December 31, 2018
|
(b)
|
400 shares authorized;
135.5
issued and
108.6
outstanding at
March 31, 2019
;
135.5
issued and
109.5
outstanding at
December 31, 2018
|
(c)
|
26.9
shares at
March 31, 2019
and
26.0
shares at
December 31, 2018
|
|
Common Stock
Outstanding
|
|
Treasury
Stock
|
|
APIC (a)
|
|
Accumulated
Earnings
|
|
AOCI (b)
|
|
NCI (c)
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
Shares
|
|
Cost
|
|
|||||||||||||||||||||||||
Balance at December 31, 2018
|
109.5
|
|
|
$
|
1
|
|
|
26.0
|
|
|
$
|
(1,103
|
)
|
|
$
|
4,028
|
|
|
$
|
2,013
|
|
|
$
|
(656
|
)
|
|
$
|
41
|
|
|
$
|
4,324
|
|
Net earnings attributable to Owens Corning
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|
—
|
|
|
—
|
|
|
44
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
(1
|
)
|
|
10
|
|
|||||||
Pension and other postretirement adjustment (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Deferred loss on hedging transactions (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||||||
Issuance of common stock under share-based payment plans
|
0.4
|
|
|
—
|
|
|
(0.4
|
)
|
|
14
|
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchases of treasury stock
|
(1.3
|
)
|
|
—
|
|
|
1.3
|
|
|
(61
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||||
Dividends declared (e)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||||||
Balance at March 31, 2019
|
108.6
|
|
|
$
|
1
|
|
|
26.9
|
|
|
$
|
(1,150
|
)
|
|
$
|
4,025
|
|
|
$
|
2,033
|
|
|
$
|
(647
|
)
|
|
$
|
40
|
|
|
$
|
4,302
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
|
Common Stock
Outstanding
|
|
Treasury
Stock
|
|
APIC (a)
|
|
Accumulated
Earnings
|
|
AOCI (b)
|
|
NCI (c)
|
|
Total
|
||||||||||||||||||||
|
Shares
|
|
Par Value
|
|
Shares
|
|
Cost
|
|
|||||||||||||||||||||||||
Balance at December 31, 2017
|
111.5
|
|
|
$
|
1
|
|
|
24.0
|
|
|
$
|
(911
|
)
|
|
$
|
4,011
|
|
|
$
|
1,575
|
|
|
$
|
(514
|
)
|
|
$
|
42
|
|
|
$
|
4,204
|
|
Net earnings attributable to Owens Corning
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|
—
|
|
|
—
|
|
|
92
|
|
|||||||
Currency translation adjustment
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(15
|
)
|
|
1
|
|
|
(14
|
)
|
|||||||
Pension and other postretirement adjustment (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||||
Deferred loss on hedging transactions (net of tax)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
1
|
|
|||||||
Issuance of common stock under share-based payment plans
|
0.6
|
|
|
—
|
|
|
(0.6
|
)
|
|
21
|
|
|
(21
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Purchases of treasury stock
|
(1.1
|
)
|
|
—
|
|
|
1.1
|
|
|
(113
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|||||||
Cumulative effect of accounting change (d)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|||||||
Dividends declared (e)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|
—
|
|
|
—
|
|
|
(24
|
)
|
|||||||
Balance at March 31, 2018
|
111.0
|
|
|
1.0
|
|
|
24.5
|
|
|
$
|
(1,003
|
)
|
|
$
|
3,999
|
|
|
$
|
1,631
|
|
|
$
|
(530
|
)
|
|
$
|
43
|
|
|
$
|
4,141
|
|
(a)
|
Additional Paid in Capital (APIC)
|
(b)
|
Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”)
|
(c)
|
Noncontrolling Interest (“NCI”)
|
(d)
|
Cumulative effect of accounting change relates to our adoption of accounting standard updates (ASU) 2014-09, "Revenue from Contracts with Customers (Topic 606)," and ASU 2016-16, "Intra-Entity Transfers of Assets Other Than Inventory (Topic 740)."
|
(e)
|
Dividends declared of
$0.22
per share and
$0.21
per share as of March 31, 2019 and March 31, 2018, respectively.
|
|
Three Months Ended
March 31, |
|||||
|
2019
|
2018
|
||||
NET CASH FLOW USED FOR OPERATING ACTIVITIES
|
|
|
||||
Net earnings
|
$
|
44
|
|
$
|
92
|
|
Adjustments to reconcile net earnings to cash provided by operating activities:
|
|
|
||||
Depreciation and amortization
|
113
|
|
109
|
|
||
Deferred income taxes
|
29
|
|
1
|
|
||
Stock-based compensation expense
|
11
|
|
9
|
|
||
Other non-cash
|
15
|
|
(1
|
)
|
||
Changes in operating assets and liabilities
|
(346
|
)
|
(284
|
)
|
||
Pension fund contribution
|
(8
|
)
|
(6
|
)
|
||
Payments for other employee benefits liabilities
|
(6
|
)
|
(6
|
)
|
||
Other
|
(3
|
)
|
(4
|
)
|
||
Net cash flow used for operating activities
|
(151
|
)
|
(90
|
)
|
||
NET CASH FLOW USED FOR INVESTING ACTIVITIES
|
|
|
||||
Cash paid for property, plant, and equipment
|
(98
|
)
|
(101
|
)
|
||
Proceeds from the sale of assets or affiliates
|
—
|
|
14
|
|
||
Investment in subsidiaries and affiliates, net of cash acquired
|
—
|
|
(1,121
|
)
|
||
Other
|
3
|
|
1
|
|
||
Net cash flow used for investing activities
|
(95
|
)
|
(1,207
|
)
|
||
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
|
|
|
||||
Proceeds from long-term debt
|
—
|
|
389
|
|
||
Proceeds from senior revolving credit and receivables securitization facilities
|
548
|
|
565
|
|
||
Payments on senior revolving credit and receivables securitization facilities
|
(182
|
)
|
(197
|
)
|
||
Proceeds from term loan borrowing
|
—
|
|
600
|
|
||
Net decrease in short-term debt
|
(13
|
)
|
—
|
|
||
Dividends paid
|
(48
|
)
|
(46
|
)
|
||
Purchases of treasury stock
|
(61
|
)
|
(111
|
)
|
||
Other
|
(3
|
)
|
1
|
|
||
Net cash flow provided by financing activities
|
241
|
|
1,201
|
|
||
Effect of exchange rate changes on cash
|
10
|
|
(10
|
)
|
||
Net increase (decrease) in cash, cash equivalents, and restricted cash
|
5
|
|
(106
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
85
|
|
253
|
|
||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD
|
$
|
90
|
|
$
|
147
|
|
Standard
|
Description
|
Effective Date for Company
|
Effect on the
Consolidated Financial Statements
|
Recently adopted standards:
|
|
|
|
ASU 2016-02, "Leases (Topic 842)," as amended by ASU 2017-13, 2018-01, 2018-10, 2018-11, and 2019-01
|
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 may elect to apply the provisions of the new leasing standard on January 1, 2019, without adjusting the comparative periods presented by recognizing a cumulative-effect adjustment to the opening balance of retained earnings.
|
January 1, 2019
|
We adopted this standard using the optional transition method in the first quarter of 2019. Please refer to Note 9 of the Consolidated Financial Statements for transition disclosures as well as other ongoing disclosure requirements.
|
Recently issued standards:
|
|
|
|
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 2018 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.
|
|
Three Months Ended
March 31, |
|||||
|
2019
|
2018
|
||||
Reportable Segments
|
|
|
||||
Composites
|
$
|
513
|
|
$
|
511
|
|
Insulation
|
591
|
|
596
|
|
||
Roofing
|
614
|
|
642
|
|
||
Total reportable segments
|
1,718
|
|
1,749
|
|
||
Corporate eliminations
|
(51
|
)
|
(58
|
)
|
||
NET SALES
|
$
|
1,667
|
|
$
|
1,691
|
|
|
Three Months Ended
March 31, |
|||||
|
2019
|
2018
|
||||
Reportable Segments
|
|
|
||||
Composites
|
$
|
57
|
|
$
|
60
|
|
Insulation
|
15
|
|
32
|
|
||
Roofing
|
74
|
|
97
|
|
||
Total reportable segments
|
146
|
|
189
|
|
||
Restructuring gains (costs)
|
2
|
|
(5
|
)
|
||
Acquisition-related costs
|
—
|
|
(14
|
)
|
||
Recognition of acquisition inventory fair value step-up
|
—
|
|
(2
|
)
|
||
General corporate expense and other
|
(30
|
)
|
(37
|
)
|
||
Total corporate, other and eliminations
|
(28
|
)
|
(58
|
)
|
||
EBIT
|
$
|
118
|
|
$
|
131
|
|
|
For the three months ended March 31, 2019
|
||||||||||||||
Reportable Segments
|
Composites
|
Insulation
|
Roofing
|
Eliminations
|
Consolidated
|
||||||||||
Disaggregation Categories
|
|
|
|
|
|
||||||||||
U.S. residential
|
$
|
67
|
|
$
|
196
|
|
$
|
551
|
|
$
|
(48
|
)
|
$
|
766
|
|
U.S. commercial and industrial
|
154
|
|
155
|
|
25
|
|
—
|
|
334
|
|
|||||
Europe
|
150
|
|
143
|
|
4
|
|
(1
|
)
|
296
|
|
|||||
Asia-Pacific
|
112
|
|
34
|
|
3
|
|
—
|
|
149
|
|
|||||
Rest of world
|
30
|
|
63
|
|
31
|
|
(2
|
)
|
122
|
|
|||||
NET SALES
|
$
|
513
|
|
$
|
591
|
|
$
|
614
|
|
$
|
(51
|
)
|
$
|
1,667
|
|
|
For the three months ended March 31, 2018
|
||||||||||||||
Reportable Segments
|
Composites
|
Insulation
|
Roofing
|
Eliminations
|
Consolidated
|
||||||||||
Disaggregation Categories
|
|
|
|
|
|
||||||||||
U.S. residential
|
$
|
76
|
|
$
|
222
|
|
$
|
559
|
|
$
|
(53
|
)
|
$
|
804
|
|
U.S. commercial and industrial
|
139
|
|
147
|
|
39
|
|
(1
|
)
|
324
|
|
|||||
Europe
|
157
|
|
119
|
|
3
|
|
—
|
|
279
|
|
|||||
Asia-Pacific
|
106
|
|
33
|
|
3
|
|
—
|
|
142
|
|
|||||
Rest of world
|
33
|
|
75
|
|
38
|
|
(4
|
)
|
142
|
|
|||||
NET SALES
|
$
|
511
|
|
$
|
596
|
|
$
|
642
|
|
$
|
(58
|
)
|
$
|
1,691
|
|
|
March 31, 2019
|
December 31, 2018
|
||||
Finished goods
|
$
|
767
|
|
$
|
730
|
|
Materials and supplies
|
342
|
|
342
|
|
||
Total inventories
|
$
|
1,109
|
|
$
|
1,072
|
|
|
|
|
Fair Value at
|
||||||
|
Location
|
|
March 31, 2019
|
|
December 31, 2018
|
||||
Derivative assets designated as hedging instruments:
|
|
|
|
|
|
||||
Net investment hedges:
|
|
|
|
|
|
||||
Cross-currency swaps
|
Other current assets
|
|
$
|
9
|
|
|
$
|
9
|
|
Cross currency swaps
|
Other non-current assets
|
|
$
|
1
|
|
|
$
|
—
|
|
Derivative liabilities designated as hedging instruments:
|
|
|
|
|
|
||||
Net investment hedges:
|
|
|
|
|
|
||||
Cross-currency swaps
|
Other liabilities
|
|
$
|
5
|
|
|
$
|
17
|
|
Cash flow hedges:
|
|
|
|
|
|
||||
Natural gas forward swaps
|
Accounts payable and
accrued liabilities
|
|
$
|
3
|
|
|
$
|
1
|
|
Derivative assets not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Other current assets
|
|
$
|
17
|
|
|
$
|
1
|
|
Derivative liabilities not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign exchange forward contracts
|
Accounts payable and
accrued liabilities
|
|
$
|
1
|
|
|
$
|
8
|
|
|
|
Three Months Ended
March 31, |
|||||
|
Location
|
2019
|
2018
|
||||
Derivative activity designated as hedging instruments:
|
|
|
|
||||
Cross-currency swap net investment hedges:
|
|
|
|
||||
Amount of gain recognized in earnings on derivative amounts excluded from effectiveness testing
|
Interest expense, net
|
$
|
(3
|
)
|
$
|
(3
|
)
|
Derivative activity not designated as hedging instruments:
|
|
|
|
||||
Foreign currency:
|
|
|
|
||||
Amount of gain recognized in earnings (a)
|
Other expenses, net
|
$
|
(19
|
)
|
$
|
(4
|
)
|
(a)
|
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
. Please refer to the "Other Derivatives" section below for additional detail.
|
|
|
Amount of (Gain) Loss Recognized in Comprehensive Earnings
|
|||||
|
|
Three Months Ended
March 31, |
|||||
Hedging Type
|
Derivative Financial Instrument
|
2019
|
2018
|
||||
Net investment hedge
|
Cross-currency swaps
|
$
|
(13
|
)
|
$
|
25
|
|
Cash flow hedge
|
Natural gas forward swaps
|
$
|
2
|
|
$
|
(1
|
)
|
March 31, 2019
|
Weighted
Average
Useful Life
|
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Customer relationships
|
20 years
|
|
$
|
549
|
|
$
|
(145
|
)
|
$
|
404
|
|
Technology
|
17 years
|
|
319
|
|
(138
|
)
|
181
|
|
|||
Other
|
13 years
|
|
63
|
|
(29
|
)
|
34
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
1,139
|
|
—
|
|
1,139
|
|
|||
Total intangible assets
|
|
|
$
|
2,070
|
|
$
|
(312
|
)
|
$
|
1,758
|
|
Goodwill
|
|
|
$
|
1,935
|
|
|
|
December 31, 2018
|
Weighted
Average
Useful Life
|
|
Gross
Carrying
Amount
|
Accumulated
Amortization
|
Net Carrying
Amount
|
||||||
Amortizable intangible assets:
|
|
|
|
|
|
||||||
Customer relationships
|
20 years
|
|
$
|
554
|
|
$
|
(138
|
)
|
$
|
416
|
|
Technology
|
17 years
|
|
321
|
|
(134
|
)
|
187
|
|
|||
Other
|
14 years
|
|
60
|
|
(28
|
)
|
32
|
|
|||
Indefinite-lived intangible assets:
|
|
|
|
|
|
||||||
Trademarks
|
|
|
1,144
|
|
—
|
|
1,144
|
|
|||
Total intangible assets
|
|
|
$
|
2,079
|
|
$
|
(300
|
)
|
$
|
1,779
|
|
Goodwill
|
|
|
$
|
1,949
|
|
|
|
|
Composites
|
|
Insulation
|
|
Roofing
|
|
Total
|
||||||||
Balance at December 31, 2018
|
$
|
57
|
|
|
$
|
1,495
|
|
|
$
|
397
|
|
|
$
|
1,949
|
|
Foreign currency translation
|
—
|
|
|
(13
|
)
|
|
(1
|
)
|
|
(14
|
)
|
||||
Balance at March 31, 2019
|
$
|
57
|
|
|
$
|
1,482
|
|
|
$
|
396
|
|
|
$
|
1,935
|
|
|
Customer Relationships
|
|
Technology
|
|
Trademarks
|
|
Other
|
|
Total
|
||||||||||
Balance at December 31, 2018
|
$
|
554
|
|
|
$
|
321
|
|
|
$
|
1,144
|
|
|
$
|
60
|
|
|
$
|
2,079
|
|
Other additions, net
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
3
|
|
|||||
Foreign currency translation
|
(5
|
)
|
|
(2
|
)
|
|
(5
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Balance at March 31, 2019
|
$
|
549
|
|
|
$
|
319
|
|
|
$
|
1,139
|
|
|
$
|
63
|
|
|
$
|
2,070
|
|
Period
|
Amortization
|
||
2020
|
$
|
50
|
|
2021
|
$
|
49
|
|
2022
|
$
|
45
|
|
2023
|
$
|
42
|
|
2024
|
$
|
39
|
|
|
March 31,
2019 |
December 31, 2018
|
||||
Land
|
$
|
224
|
|
$
|
224
|
|
Buildings and leasehold improvements
|
1,110
|
|
1,091
|
|
||
Machinery and equipment
|
4,784
|
|
4,628
|
|
||
Construction in progress
|
280
|
|
443
|
|
||
|
6,398
|
|
6,386
|
|
||
Accumulated depreciation
|
(2,622
|
)
|
(2,575
|
)
|
||
Property, plant and equipment, net
|
$
|
3,776
|
|
$
|
3,811
|
|
Type of Intangible Asset
|
Fair Value
|
Weighted Average Useful Life
|
||
Customer relationships
|
$
|
215
|
|
20
|
Technology - Know-how
|
61
|
|
15
|
|
Technology - Patented
|
12
|
|
5
|
|
Quarry Rights
|
7
|
|
45
|
|
Trademarks
|
213
|
|
Indefinite
|
|
Total
|
$
|
508
|
|
|
Leases
|
Classification on Balance Sheet
|
March 31, 2019
|
||
Assets
|
|
|
||
Operating lease assets
|
Operating lease right-of-use assets
|
$
|
235
|
|
Finance lease assets
|
Other non-current assets
|
15
|
|
|
Total lease assets
|
|
$
|
250
|
|
|
|
|
||
Liabilities
|
|
|
||
Current
|
|
|
||
Operating
|
Current liabilities
|
$
|
67
|
|
Finance
|
Current liabilities
|
4
|
|
|
Non-Current
|
|
|
||
Operating
|
Non-current operating lease liabilities
|
168
|
|
|
Finance
|
Long-term debt, net of current portion
|
16
|
|
|
Total lease liabilities
|
|
$
|
255
|
|
Weighted-average remaining lease term (years)
|
March 31, 2019
|
Operating leases
|
4.5
|
Finance leases
|
4.7
|
Weighted-average discount rate
|
March 31, 2019
|
|
Operating leases
|
3.54
|
%
|
Finance leases
|
7.61
|
%
|
Period
|
Minimum Future Rental Commitments
|
||
2019
|
$
|
83
|
|
2020
|
$
|
64
|
|
2021
|
$
|
47
|
|
2022
|
$
|
31
|
|
2023
|
$
|
18
|
|
2024 and beyond
|
$
|
27
|
|
|
Operating Leases
|
Finance Leases
|
||||
2019
|
$
|
79
|
|
$
|
4
|
|
2020
|
69
|
|
5
|
|
||
2021
|
53
|
|
5
|
|
||
2022
|
35
|
|
4
|
|
||
2023
|
20
|
|
3
|
|
||
2024 and beyond
|
31
|
|
2
|
|
||
Total minimum lease payments
|
287
|
|
23
|
|
||
Less: implied interest
|
52
|
|
3
|
|
||
Present value of future minimum lease payments
|
235
|
|
20
|
|
||
Less: current lease obligations
|
67
|
|
4
|
|
||
Long-term lease obligations
|
$
|
168
|
|
$
|
16
|
|
|
Three Months Ended March 31,
|
|||||
|
2019
|
2018
|
||||
Beginning balance
|
$
|
60
|
|
$
|
55
|
|
Amounts accrued for current year
|
4
|
|
5
|
|
||
Settlements of warranty claims
|
(3
|
)
|
(2
|
)
|
||
Ending balance
|
$
|
61
|
|
$
|
58
|
|
|
|
Three Months Ended March 31,
|
|||||
Type of cost
|
Location
|
2019
|
2018
|
||||
Accelerated depreciation
|
Cost of sales
|
$
|
—
|
|
$
|
5
|
|
Other exit costs
|
Cost of sales
|
1
|
|
2
|
|
||
Severance
|
Other expenses, net
|
—
|
|
1
|
|
||
Other exit gains
|
Other expenses, net
|
(3
|
)
|
(3
|
)
|
||
Total restructuring (gains)/costs
|
|
$
|
(2
|
)
|
$
|
5
|
|
11.
|
RESTRUCTURING AND ACQUISITION-RELATED COSTS (continued)
|
|
2017 Cost Reduction Actions
|
Pittsburgh Corning Acquisition-Related Restructuring
|
Total
|
||||||
Balance at December 31, 2018
|
$
|
10
|
|
$
|
7
|
|
$
|
17
|
|
Restructuring gains
|
(2
|
)
|
—
|
|
(2
|
)
|
|||
Payments
|
(5
|
)
|
(2
|
)
|
(7
|
)
|
|||
Non-cash items and reclassifications to other accounts
|
3
|
|
—
|
|
3
|
|
|||
Balance at March 31, 2019
|
$
|
6
|
|
$
|
5
|
|
$
|
11
|
|
Cumulative charges incurred
|
$
|
46
|
|
$
|
20
|
|
$
|
66
|
|
|
March 31, 2019
|
|
December 31, 2018
|
||||||||
|
Carrying Value
|
Fair Value
|
|
Carrying Value
|
Fair Value
|
||||||
4.20% senior notes, net of discount and financing fees, due 2022
|
$
|
598
|
|
103
|
%
|
|
$
|
598
|
|
99
|
%
|
4.20% senior notes, net of discount and financing fees, due 2024
|
394
|
|
101
|
%
|
|
393
|
|
99
|
%
|
||
3.40% senior notes, net of discount and financing fees, due 2026
|
396
|
|
95
|
%
|
|
396
|
|
90
|
%
|
||
7.00% senior notes, net of discount and financing fees, due 2036
|
400
|
|
114
|
%
|
|
400
|
|
112
|
%
|
||
4.30% senior notes, net of discount and financing fees, due 2047
|
588
|
|
81
|
%
|
|
588
|
|
76
|
%
|
||
4.40% senior notes, net of discount and financing fees, due 2048
|
390
|
|
83
|
%
|
|
389
|
|
77
|
%
|
||
Senior revolving credit facility, maturing in 2024 (a)
|
172
|
|
100
|
%
|
|
—
|
|
n/a
|
|
||
Accounts receivables securitization facility, maturing in 2022 (a)
|
270
|
|
100
|
%
|
|
75
|
|
100
|
%
|
||
Various finance leases, due through 2032 (a) (b)
|
20
|
|
100
|
%
|
|
24
|
|
100
|
%
|
||
Term loan borrowing, maturing in 2021 (a)
|
500
|
|
100
|
%
|
|
500
|
|
100
|
%
|
||
Other
|
8
|
|
n/a
|
|
|
8
|
|
n/a
|
|
||
Total long-term debt
|
3,736
|
|
n/a
|
|
|
3,371
|
|
n/a
|
|
||
Less – current portion (a)
|
25
|
|
100
|
%
|
|
9
|
|
100
|
%
|
||
Long-term debt, net of current portion
|
$
|
3,711
|
|
n/a
|
|
|
$
|
3,362
|
|
n/a
|
|
|
Balance at March 31, 2019
|
|||||
|
Senior Revolving Credit Facility
|
Receivables Securitization Facility
|
||||
Facility size or borrowing limit
|
$
|
800
|
|
$
|
280
|
|
Collateral capacity limitation on availability
|
—
|
|
8
|
|
||
Outstanding borrowings
|
172
|
|
270
|
|
||
Outstanding letters of credit
|
9
|
|
2
|
|
||
Availability on facility
|
$
|
619
|
|
$
|
—
|
|
13
.
|
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
|
|
Three Months Ended March 31,
|
||||||||||||||||||
|
2019
|
|
2018
|
||||||||||||||||
|
U.S.
|
Non-U.S.
|
Total
|
|
U.S.
|
Non-U.S.
|
Total
|
||||||||||||
Components of Net Periodic Pension Cost
|
|
|
|
|
|
|
|
||||||||||||
Service cost
|
$
|
1
|
|
$
|
1
|
|
$
|
2
|
|
|
$
|
2
|
|
$
|
1
|
|
$
|
3
|
|
Interest cost
|
9
|
|
3
|
|
12
|
|
|
9
|
|
3
|
|
12
|
|
||||||
Expected return on plan assets
|
(13
|
)
|
(4
|
)
|
(17
|
)
|
|
(14
|
)
|
(5
|
)
|
(19
|
)
|
||||||
Amortization of actuarial loss
|
3
|
|
1
|
|
4
|
|
|
3
|
|
1
|
|
4
|
|
||||||
Net periodic pension cost
|
$
|
—
|
|
$
|
1
|
|
$
|
1
|
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
Three Months Ended
March 31, |
|||||
|
2019
|
2018
|
||||
Components of Net Periodic Benefit Cost
|
|
|
||||
Service cost
|
$
|
—
|
|
$
|
1
|
|
Interest cost
|
2
|
|
2
|
|
||
Amortization of prior service cost
|
(1
|
)
|
(1
|
)
|
||
Amortization of actuarial gain
|
(2
|
)
|
(2
|
)
|
||
Net periodic benefit gain
|
$
|
(1
|
)
|
$
|
—
|
|
14.
|
CONTINGENT LIABILITIES AND OTHER MATTERS
|
15.
|
STOCK COMPENSATION
|
|
Options Outstanding
|
Options Exercisable
|
||||||||||
|
Options
Outstanding
|
Weighted-Average
|
Number Exercisable at March 31, 2019
|
Weighted-Average
|
||||||||
Range of Exercise Prices
|
Remaining
Contractual Life
|
Exercise
Price
|
Remaining
Contractual Life
|
Exercise
Price
|
||||||||
$25.45 - $42.16
|
471,075
|
|
3.82
|
$
|
37.57
|
|
471,075
|
|
3.82
|
$
|
37.57
|
|
15.
|
STOCK COMPENSATION (continued)
|
15.
|
STOCK COMPENSATION (continued)
|
|
Three Months Ended
March 31, 2019 |
||||
|
Number
of PSUs
|
Weighted-Average
Grant-Date
Fair Value
|
|||
Beginning Balance
|
360,977
|
|
$
|
75.23
|
|
Granted
|
205,350
|
|
58.40
|
|
|
Forfeited
|
(1,100
|
)
|
74.04
|
|
|
Ending Balance
|
565,227
|
|
$
|
69.12
|
|
|
Three Months Ended
March 31, |
|||||
|
2019
|
2018
|
||||
Net earnings attributable to Owens Corning
|
$
|
44
|
|
$
|
92
|
|
Weighted-average number of shares outstanding used for basic earnings per share
|
109.5
|
|
111.5
|
|
||
Non-vested restricted and performance shares
|
0.4
|
|
1.0
|
|
||
Options to purchase common stock
|
0.2
|
|
0.3
|
|
||
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share
|
110.1
|
|
112.8
|
|
||
Earnings per common share attributable to Owens Corning common stockholders:
|
|
|
||||
Basic
|
$
|
0.40
|
|
$
|
0.83
|
|
Diluted
|
$
|
0.40
|
|
$
|
0.82
|
|
|
Three Months Ended March 31,
|
|||||
|
2019
|
2018
|
||||
Income tax expense
|
$
|
39
|
|
$
|
11
|
|
Effective tax rate
|
48
|
%
|
11
|
%
|
|
Three Months Ended
March 31, |
|||||
|
||||||
|
2019
|
2018
|
||||
Currency Translation Adjustment
|
|
|
||||
Beginning balance
|
$
|
(306
|
)
|
$
|
(183
|
)
|
Net investment hedge amounts classified into AOCI, net of tax
|
10
|
|
(19
|
)
|
||
Gain on foreign currency translation
|
1
|
|
4
|
|
||
Other comprehensive income/(loss), net of tax
|
11
|
|
(15
|
)
|
||
Ending balance
|
$
|
(295
|
)
|
$
|
(198
|
)
|
Pension and Other Postretirement Adjustment
|
|
|
||||
Beginning balance
|
$
|
(350
|
)
|
$
|
(331
|
)
|
Amounts reclassified from AOCI to net earnings, net of tax (a)
|
1
|
|
1
|
|
||
Amounts classified into AOCI, net of tax
|
(2
|
)
|
(3
|
)
|
||
Other comprehensive loss, net of tax
|
(1
|
)
|
(2
|
)
|
||
Ending balance
|
$
|
(351
|
)
|
$
|
(333
|
)
|
Hedging Adjustment
|
|
|
||||
Beginning balance
|
$
|
—
|
|
$
|
—
|
|
Amounts classified into AOCI, net of tax
|
(1
|
)
|
1
|
|
||
Other comprehensive (loss)/income, net of tax
|
(1
|
)
|
1
|
|
||
Ending balance
|
$
|
(1
|
)
|
$
|
1
|
|
Total AOCI ending balance
|
$
|
(647
|
)
|
$
|
(530
|
)
|
(a)
|
These AOCI components are included in the computation of total Pension and OPEB expense and are recorded in Non-operating income. See
Note 13
for additional information.
|
|
Three Months Ended
March 31, |
|||||
|
2019
|
2018
|
||||
Net sales
|
$
|
1,667
|
|
$
|
1,691
|
|
Gross margin
|
$
|
325
|
|
$
|
355
|
|
% of net sales
|
19
|
%
|
21
|
%
|
||
Marketing and administrative expenses
|
$
|
182
|
|
$
|
185
|
|
Earnings before interest and taxes
|
$
|
118
|
|
$
|
131
|
|
Interest expense, net
|
$
|
36
|
|
$
|
28
|
|
Income tax expense
|
$
|
39
|
|
$
|
11
|
|
Net earnings attributable to Owens Corning
|
$
|
44
|
|
$
|
92
|
|
|
|
Three Months Ended March 31,
|
|||||
|
Location
|
2019
|
2018
|
||||
Restructuring costs
|
Cost of sales
|
$
|
(1
|
)
|
$
|
(7
|
)
|
Restructuring gains
|
Other expenses, net
|
3
|
|
2
|
|
||
Acquisition-related costs
|
Marketing and administrative expenses
|
—
|
|
(5
|
)
|
||
Acquisition-related costs
|
Other expenses, net
|
—
|
|
(9
|
)
|
||
Recognition of acquisition inventory fair value step-up
|
Cost of sales
|
—
|
|
(2
|
)
|
||
Total restructuring, acquisition and integration-related costs
|
|
$
|
2
|
|
$
|
(21
|
)
|
|
Three Months Ended
March 31, |
|||||
|
2019
|
2018
|
||||
Restructuring gains (costs)
|
$
|
2
|
|
$
|
(5
|
)
|
Acquisition-related costs
|
—
|
|
(14
|
)
|
||
Recognition of acquisition inventory fair value step-up
|
—
|
|
(2
|
)
|
||
Total adjusting items
|
$
|
2
|
|
$
|
(21
|
)
|
|
Three Months Ended
March 31, |
|||||
|
2019
|
2018
|
||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
|
$
|
44
|
|
$
|
92
|
|
Net earnings attributable to noncontrolling interests
|
—
|
|
—
|
|
||
NET EARNINGS
|
44
|
|
92
|
|
||
Equity in net earnings of affiliates
|
1
|
|
—
|
|
||
Income tax expense
|
39
|
|
11
|
|
||
EARNINGS BEFORE TAXES
|
82
|
|
103
|
|
||
Interest expense, net
|
36
|
|
28
|
|
||
EARNINGS BEFORE INTEREST AND TAXES
|
118
|
|
131
|
|
||
Adjusting items from above
|
2
|
|
(21
|
)
|
||
ADJUSTED EBIT
|
$
|
116
|
|
$
|
152
|
|
|
Three Months Ended
March 31, |
|||||
|
2019
|
2018
|
||||
Net sales
|
$
|
513
|
|
$
|
511
|
|
% change from prior year
|
—
|
%
|
—
|
%
|
||
EBIT
|
$
|
57
|
|
$
|
60
|
|
EBIT as a % of net sales
|
11
|
%
|
12
|
%
|
||
Depreciation and amortization expense
|
$
|
39
|
|
$
|
37
|
|
|
Three Months Ended
March 31, |
|||||
|
2019
|
2018
|
||||
Net sales
|
$
|
591
|
|
$
|
596
|
|
% change from prior year
|
-1
|
%
|
49
|
%
|
||
EBIT
|
$
|
15
|
|
$
|
32
|
|
EBIT as a % of net sales
|
3
|
%
|
5
|
%
|
||
Depreciation and amortization expense
|
$
|
49
|
|
$
|
45
|
|
|
Three Months Ended
March 31, |
|||||
|
2019
|
2018
|
||||
Net sales
|
$
|
614
|
|
$
|
642
|
|
% change from prior year
|
-4
|
%
|
2
|
%
|
||
EBIT
|
$
|
74
|
|
$
|
97
|
|
EBIT as a % of net sales
|
12
|
%
|
15
|
%
|
||
Depreciation and amortization expense
|
$
|
13
|
|
$
|
12
|
|
|
Three Months Ended
March 31, |
|||||
|
2019
|
2018
|
||||
Restructuring gains (costs)
|
$
|
2
|
|
$
|
(5
|
)
|
Acquisition-related costs
|
—
|
|
(14
|
)
|
||
Recognition of acquisition inventory fair value step-up
|
—
|
|
(2
|
)
|
||
General corporate expense and other
|
(30
|
)
|
(37
|
)
|
||
EBIT
|
$
|
(28
|
)
|
$
|
(58
|
)
|
Depreciation and amortization
|
$
|
12
|
|
$
|
15
|
|
|
Balance at March 31, 2019
|
|||||
|
Senior Revolving Credit Facility
|
Receivables Securitization Facility
|
||||
Facility size or borrowing limit
|
$
|
800
|
|
$
|
280
|
|
Collateral capacity limitation on availability
|
—
|
|
8
|
|
||
Outstanding borrowings
|
172
|
|
270
|
|
||
Outstanding letters of credit
|
9
|
|
2
|
|
||
Availability on facility
|
$
|
619
|
|
$
|
—
|
|
|
Three Months Ended
March 31, |
|||||
|
2019
|
2018
|
||||
Cash and cash equivalents
|
$
|
82
|
|
$
|
140
|
|
Net cash flow used for operating activities
|
$
|
(151
|
)
|
$
|
(90
|
)
|
Net cash flow used for investing activities
|
$
|
(95
|
)
|
$
|
(1,207
|
)
|
Net cash flow provided by financing activities
|
$
|
241
|
|
$
|
1,201
|
|
Availability on the Senior Revolving Credit Facility
|
$
|
619
|
|
$
|
670
|
|
Availability on the Receivables Securitization Facility
|
$
|
—
|
|
$
|
—
|
|
•
|
levels of residential and commercial construction activity;
|
•
|
relationships with key customers and customer concentration in certain areas;
|
•
|
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, policies or other governmental actions, legislation and related regulations or interpretations, in the United States or elsewhere;
|
•
|
changes to tariff, trade or investment policies or laws;
|
•
|
foreign exchange and commodity price fluctuations;
|
•
|
our level of indebtedness;
|
•
|
weather conditions;
|
•
|
issues involving implementation and protection of information technology systems;
|
•
|
availability and cost of credit;
|
•
|
the level of fixed costs required to run our business;
|
•
|
availability and cost of energy and raw materials;
|
•
|
labor disputes or shortages, or loss of key employees;
|
•
|
environmental, product-related or other legal and regulatory liabilities, proceedings or, 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;
|
•
|
levels of goodwill or other indefinite-lived intangible assets;
|
•
|
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**
|
|||||
January 1-31, 2019
|
23,015
|
|
|
$
|
52.39
|
|
—
|
|
4,581,726
|
|
February 1-28, 2019
|
436,855
|
|
|
51.33
|
|
180,000
|
|
4,401,726
|
|
|
March 1-31 ,2019
|
820,728
|
|
|
47.63
|
|
820,000
|
|
3,581,726
|
|
|
Total
|
1,280,598
|
|
*
|
$
|
48.98
|
|
1,000,000
|
|
3,581,726
|
|
*
|
The Company retained an aggregate of
280,598
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 transactions, 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
$48 million
during the three months ended
March 31, 2019
under the Repurchase Authorization. As of
March 31, 2019
,
3.6 million
shares remain available for repurchase under the Repurchase Authorization.
|
Name
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
||||
Adrienne D. Elsner
|
88,381,931
|
|
60,779
|
|
67,914
|
|
6,115,378
|
|
J. Brian Ferguson
|
88,225,208
|
|
218,810
|
|
66,606
|
|
6,115,378
|
|
Ralph F. Hake
|
86,273,843
|
|
2,170,399
|
|
66,382
|
|
6,115,378
|
|
Edward F. Lonergan
|
87,194,286
|
|
1,247,996
|
|
68,342
|
|
6,115,378
|
|
Maryann T. Mannen
|
88,386,558
|
|
59,116
|
|
64,950
|
|
6,115,378
|
|
W. Howard Morris
|
87,743,575
|
|
700,580
|
|
66,469
|
|
6,115,378
|
|
Suzanne P. Nimocks
|
80,862,869
|
|
7,582,496
|
|
65,259
|
|
6,115,378
|
|
Michael H. Thaman
|
87,793,539
|
|
648,001
|
|
69,084
|
|
6,115,378
|
|
John D. Williams
|
88,275,635
|
|
165,625
|
|
69,364
|
|
6,115,378
|
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
||||
93,360,141
|
|
1,195,893
|
|
69,968
|
|
—
|
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
||||
82,663,870
|
|
5,745,478
|
|
101,276
|
|
6,115,378
|
|
Votes For
|
Votes Against
|
Abstentions
|
Broker Non-Votes
|
||||
82,295,093
|
|
6,178,245
|
|
37,286
|
|
6,115,378
|
|
Exhibit
Number
|
Description
|
|
|
|
|
10.1
|
|
|
|
10.2
|
|
|
|
10.3
|
|
|
|
10.4
|
|
|
|
31.1
|
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31.2
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32.1
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32.2
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase
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101.LAB
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XBRL Taxonomy Extension Label Linkbase
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase
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OWENS CORNING
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Registrant
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Date:
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April 24, 2019
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By:
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/s/ Michael C. McMurray
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Michael C. McMurray
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Senior Vice President and
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Chief Financial Officer
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Date:
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April 24, 2019
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By:
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/s/ Kelly J. Schmidt
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Kelly J. Schmidt
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Vice President and
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Controller
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II.
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STOCK OPTIONS AND STOCK APPRECIATION RIGHTS
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III.
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STOCK AWARDS
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IV.
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PERFORMANCE SHARE AWARDS
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V.
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PROVISIONS RELATING TO NON-EMPLOYEE DIRECTORS
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VI.
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GENERAL
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Pricing Level
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Debt Rating
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Ticking Fee
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LIBOR +
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Base Rate +
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I
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≥BBB+/Baa1/BBB+
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0.125%
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0.875%
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0.000%
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II
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BBB/Baa2/BBB
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0.150%
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1.000%
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0.000%
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III
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BBB-/Baa3/BBB-
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0.200%
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1.125%
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0.125%
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IV
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BB+/Ba1/BB+
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0.250%
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1.500%
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0.500%
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V
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≤BB/Ba2/BB
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0.300%
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1.750%
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0.750%
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Assignor
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Assignee
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Facility Assigned
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Aggregate Amount of Term Loans for all Lenders
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Amount of
Term Loans Assigned
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Percentage Assigned of Term Loans
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CUSIP
Number
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Citibank, N.A.
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Bank of America, N.A.
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Term Loan Facility
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$500,000,000
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$93,750,000
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18.750000000%
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By:
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/s/Matthew Fortunak
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By:
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/s/Michael Vondriska
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By:
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/s/Carlos Morales
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LENDER
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OUTSTANDING TERM LOANS
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JPMORGAN CHASE BANK, N.A.
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$125,000,000
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WELLS FARGO BANK, NATIONAL ASSOCIATION
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$187,500,000
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CITIBANK, N.A.
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$93,750,000
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BANK OF AMERICA, N.A.
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$93,750,000
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AGGREGATE OUTSTANDING TERM LOANS
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$500,000,000
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1.
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I have reviewed this quarterly report on Form 10-Q of Owens Corning;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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1.
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I have reviewed this quarterly report on Form 10-Q of Owens Corning;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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