10-Q
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2011

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number:    1-33100

Owens Corning

(Exact name of registrant as specified in its charter)

 

Delaware   43-2109021
(State or other jurisdiction of incorporation or organization)   (I.R.S. Employer Identification No.)
One Owens Corning Parkway, Toledo, OH   43659
(Address of principal executive offices)   (Zip Code)

(419) 248-8000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ            No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ            No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer þ    Accelerated filer ¨
Non-accelerated filer ¨ (Do not check if a smaller reporting company)    Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨            No þ

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

Yes þ            No ¨

As of October 14, 2011, 120,883,439 shares of registrant’s common stock, par value $0.01 per share, were outstanding.


Table of Contents

Contents

 

Cover Page

     1   
PART I – FINANCIAL INFORMATION (unaudited)   
  Item 1.   

Financial Statements

  
    

Consolidated Statements of Earnings

     3   
    

Consolidated Balance Sheets

     4   
    

Consolidated Statements of Cash Flows

     5   
    

Notes to Consolidated Financial Statements

  
    

1.   General

     6   
    

2.   Segment Information

     6   
    

3.   Inventories

     8   
    

4.   Derivative Financial Instruments

     8   
    

5.   Goodwill and Other Intangible Assets

     11   
    

6.   Property, Plant and Equipment

     12   
    

7.   Divestitures

     12   
    

8.   Acquisitions

     13   
    

9.   Warranties

     13   
    

10. Cost Reduction Actions

     13   
    

11. Debt

     14   
    

12. Pension Plans and Other Postretirement Benefits

     15   
    

13. Contingent Liabilities and Other Matters

     17   
    

14. Stock Compensation

     17   
    

15. Earnings per Share

     21   
    

16. Comprehensive Earnings

     21   
    

17. Fair Value Measurement

     22   
    

18. Income Taxes

     23   
    

19. Accounting Pronouncements

     23   
    

20. Condensed Consolidating Financial Statements

     23   
  Item 2.   

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     32   
  Item 3.   

Quantitative and Qualitative Disclosures About Market Risk

     43   
  Item 4.   

Controls and Procedures

     43   
PART II – OTHER INFORMATION   
  Item 1.   

Legal Proceedings

     44   
  Item 1A.   

Risk Factors

     44   
  Item 2.   

Unregistered Sales of Equity Securities and Use of Proceeds

     44   
  Item 3.   

Defaults Upon Senior Securities

     44   
  Item 4.   

(Removed and Reserved)

     44   
  Item 5.   

Other Information

     44   
  Item 6.   

Exhibits

     44   
    

Signatures

     45   
    

Exhibit Index

     46   


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- 3 -

PART I

ITEM 1. FINANCIAL STATEMENTS

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(unaudited)

(in millions, except per share amounts)

 

      Three Months Ended
Sept. 30,
    Nine Months Ended
Sept. 30,
 
          2011              2010             2011             2010      

NET SALES

   $       1,450      $       1,186     $       4,139     $       3,829  

COST OF SALES

     1,133        950       3,341       3,073  

 

 

Gross margin

     317        236       798       756  

OPERATING EXPENSES

         

Marketing and administrative expenses

     119        123       395       385  

Science and technology expenses

     20        19       58       55  

Charges related to cost reduction actions

     -         15       -        24  

Other (income) expenses, net

     1        10       (28     15  

 

 

Total operating expenses

     140        167       425       479  

 

 

EARNINGS BEFORE INTEREST AND TAXES

     177        69       373       277  

Interest expense, net

     28        28       81       85  

 

 

EARNINGS BEFORE TAXES

     149        41       292       192  

Less: Income tax expense (benefit)

     23        (19     63       (854

Equity in net earnings of affiliates

     -         1       1       3  

 

 

NET EARNINGS

     126        61       230       1,049  

Less: Net earnings attributable to noncontrolling interests

     2        3       4       6  

 

 

NET EARNINGS ATTRIBUTABLE TO OWENS CORNING

   $ 124      $ 58     $ 226     $ 1,043  

 

 

EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS
CORNING COMMON STOCKHOLDERS

         

Basic

   $ 1.02      $ 0.46     $ 1.83     $ 8.27  

Diluted

   $ 1.01      $ 0.46     $ 1.82     $ 8.19  

WEIGHTED-AVERAGE COMMON SHARES

         

Basic

     121.7        125.1       123.2       126.1  

Diluted

     122.6        126.6       124.2       127.4  

The accompanying Notes to the Consolidated Financial Statements are an integral part of this Statement.


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- 4 -

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

(in millions)

 

ASSETS    Sept. 30,
2011
    Dec. 31,
2010
 

CURRENT ASSETS

    

Cash and cash equivalents

   $ 50     $ 52  

Receivables, less allowances of $15 at Sept. 30, 2011 and $19 at Dec. 31, 2010

     783       546  

Inventories

     746       620  

Assets held for sale – current

     -        16  

Other current assets

     214       174  

 

 

Total current assets

     1,793       1,408  

Property, plant and equipment, net

     2,839       2,754  

Goodwill

     1,145       1,088  

Intangible assets

     1,079       1,090  

Deferred income taxes

     517       529  

Assets held for sale – non-current

     -        26  

Other non-current assets

     293       263  

 

 

TOTAL ASSETS

   $       7,666     $       7,158  

 

 

LIABILITIES AND EQUITY

    

 

 

CURRENT LIABILITIES

    

Accounts payable and accrued liabilities

   $ 960     $ 942  

Short-term debt

     221       1  

Long-term debt – current portion

     3       5  

Liabilities held for sale – current

     -        7  

 

 

Total current liabilities

     1,184       955  

Long-term debt, net of current portion

     1,832       1,629  

Pension plan liability

     311       378  

Other employee benefits liability

     295       298  

Deferred income taxes

     60       75  

Other liabilities

     203       137  

Commitments and contingencies

    

OWENS CORNING STOCKHOLDERS’ EQUITY

    

Preferred stock, par value $0.01 per share (a)

     -        -   

Common stock, par value $0.01 per share (b)

     1       1  

Additional paid in capital

     3,900       3,876  

Accumulated earnings

     420       194  

Accumulated other comprehensive deficit

     (217     (194

Cost of common stock in treasury (c)

     (362     (229

 

 

Total Owens Corning stockholders’ equity

     3,742       3,648  

Noncontrolling interests

     39       38  

 

 

Total equity

     3,781       3,686  

 

 

TOTAL LIABILITIES AND EQUITY

   $ 7,666     $ 7,158  

 

 

 

 

  (a) 10 shares authorized; none issued or outstanding at Sept. 30, 2011 and Dec. 31, 2010
  (b) 400 shares authorized; 134.4 issued and 120.9 outstanding at Sept. 30, 2011; 133.2 issued and 123.9 outstanding at Dec. 31, 2010
  (c) 13.5 shares at Sept. 30, 2011 and 9.3 shares at Dec. 31, 2010

The accompanying Notes to the Consolidated Financial Statements are an integral part of this Statement.


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- 5 -

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in millions)

 

      Nine Months Ended
Sept. 30,
 
          2011             2010      

NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES

    

Net earnings

   $ 230     $ 1,049  

Adjustments to reconcile net earnings to cash provided by operating activities:

    

Depreciation and amortization

     243       242  

Gain on sale of businesses and fixed assets

     (30     (4

Deferred income taxes

     29       (874

Provision for pension and other employee benefits liabilities

     26       23  

Stock-based compensation expense

     16       16  

Other non-cash

     (18     (6

Change in working capital

     (330     (132

Pension fund contribution

     (104     (29

Payments for other employee benefits liabilities

     (17     (19

Other

     14       15  

 

 

Net cash flow provided by operating activities

     59       281  

 

 

NET CASH FLOW USED FOR INVESTING ACTIVITIES

    

Additions to plant and equipment

     (303     (199

Investment in subsidiaries and affiliates, net of cash acquired

     (84     -   

Proceeds from the sale of assets or affiliates

     81       16  

 

 

Net cash flow used for investing activities

     (306     (183

 

 

NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES

    

Proceeds from senior revolving credit facility

     805       406  

Payments on senior revolving credit facility

     (629     (315

Proceeds from long-term debt

     6       1  

Payments on long-term debt

     (10     (606

Net increase (decrease) in short-term debt

     219       (8

Purchases of treasury stock

     (138     (102

Other

     12       2  

 

 

Net cash flow provided by (used for) financing activities

     265       (622

 

 

Effect of exchange rate changes on cash

     (20     (5

 

 

Net decrease in cash and cash equivalents

     (2     (529

Cash and cash equivalents at beginning of period

     52       564  

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $       50     $       35  

 

 

The accompanying Notes to the Consolidated Financial Statements are an integral part of this Statement.


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- 6 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

 

1. GENERAL

Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning, a Delaware corporation, and its subsidiaries.

The Consolidated Financial Statements included in this report are unaudited, pursuant to certain rules and regulations of the Securities and Exchange Commission, and include, in the opinion of the Company, adjustments necessary for a fair statement of the results for the periods indicated, which, however, are not necessarily indicative of results which may be expected for the full year. The December 31, 2010 balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States. In connection with the Consolidated Financial Statements and Notes included in this report, reference is made to the Consolidated Financial Statements and Notes contained in the Company’s 2010 annual report on Form 10-K. During the nine months ended September 30, 2010, the Company recorded additional net pre-tax income of $2 million ($3 million after tax expense) related to prior periods. The effect was not material to the previously issued financial statements. Certain reclassifications have been made to the periods presented for 2010 to conform to the classifications used in the periods presented for 2011.

 

2. SEGMENT INFORMATION

The Company has two reportable segments: Composites and Building Materials. Accounting policies for the segments are the same as those for the Company. The Company’s reportable segments are defined as follows:

Composites – comprised of our Reinforcements and Downstream businesses. Within the Reinforcements business, the Company manufactures, fabricates and sells glass reinforcements in the form of fiber. Within the Downstream business, the Company manufactures and sells glass fiber products in the form of fabrics, mat, veil and other specialized products.

Building Materials – comprised of our Insulation and Roofing businesses. Within the Insulation business, the Company manufactures and sells fiberglass insulation into residential, commercial, industrial and other markets for both thermal and acoustical applications. It also manufactures and sells glass fiber pipe insulation, energy efficient flexible duct media and foam insulation used in above- and below-grade construction applications. Within the Roofing business, the Company manufactures and sells residential roofing shingles and oxidized asphalt materials used in residential and commercial construction and specialty applications.


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- 7 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

2. SEGMENT INFORMATION (continued)

 

NET SALES

The following table summarizes our net sales by segment and geographic region (in millions). External customer sales are attributed to geographic region based upon the location from which the product is shipped to the external customer.

 

      Three Months Ended
Sept. 30,
    Nine Months Ended
Sept. 30,
 
      2011     2010     2011     2010  

Reportable Segments

        

Composites

   $ 496     $ 477     $ 1,517     $ 1,431  

Building Materials

     1,009       742       2,766       2,526  

 

 

Total reportable segments

     1,505       1,219       4,283       3,957  

Corporate eliminations

     (55     (33     (144     (128

 

 

NET SALES

   $ 1,450     $ 1,186     $ 4,139     $ 3,829  

 

 

External Customer Sales by Geographic Region

        

United States

   $ 1,008     $ 748     $ 2,781     $ 2,529  

Europe

     147       135       487       423  

Asia Pacific

     171       173       504       504  

Other

     124       130       367       373  

 

 

NET SALES

   $       1,450     $       1,186     $       4,139     $       3,829  

 

 

EARNINGS BEFORE INTEREST AND TAXES

Earnings before interest and taxes (“EBIT”) by segment consists of net sales less related costs and expenses and are presented on a basis that is used internally for evaluating segment performance. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBIT for our reportable segments and are included in the Corporate, Other and Eliminations category.

The following table summarizes EBIT by segment (in millions):

 

      Three Months Ended
Sept. 30,
    Nine Months Ended
Sept. 30,
 
          2011             2010             2011             2010      

Reportable Segments

        

Composites

   $ 49     $ 43     $ 152     $ 116  

Building Materials

     144       67       277       272  

 

 

Total reportable segments

   $ 193     $ 110     $ 429     $ 388  

 

 

Corporate, Other and Eliminations

        

Charges related to cost reduction actions and related items

   $ -      $ (16   $ (17   $ (33

Acquisition integration, transaction, and other costs

     -        (4     -        (6

Net precious metal lease expense

     -        (1     -        (1

Gain on sale of Capivari, Brazil facility

     -        -        16       -   

General corporate expense and other

     (16     (20     (55     (71

 

 

EBIT

   $       177     $       69     $       373     $       277  

 

 


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- 8 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

3. INVENTORIES

Inventories consist of the following (in millions):

 

      Sept. 30,
2011
     Dec. 31,
2010
 

Finished goods

   $ 537      $ 452  

Materials and supplies

     209        168  

 

 

Total inventories

   $       746      $       620  

 

 

 

4. DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to, among other risks, the impact of changes in commodity prices, foreign currency exchange rates, interest rates, and precious metals lease rates in the normal course of business. The Company’s risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes derivative financial instruments to offset a portion of these risks. The Company uses derivative financial instruments only to the extent necessary to hedge identified business risks, and does not enter into such transactions for trading purposes.

The Company generally does not require collateral or other security with counterparties to these financial instruments and is therefore subject to credit risk in the event of nonperformance; however, the Company monitors credit risk and currently does not anticipate nonperformance by other parties. Contracts with counterparties generally contain right of setoff provisions. These provisions effectively reduce the Company’s exposure to credit risk in situations where the Company has gain and loss positions outstanding with a single counterparty. It is the Company’s policy to offset on the Consolidated Balance Sheets the amounts recognized for derivative instruments with any cash collateral arising from derivative instruments executed with the same counterparty under a master netting agreement. As of September 30, 2011 and December 31, 2010 the Company did not have any amounts on deposit with any of its counterparties, nor did any of its counterparties have any amounts on deposit with the Company.

Assets and liabilities designated as hedged items are assessed for impairment or for the need to recognize an increased obligation. Such assessments are made after hedge accounting has been applied to the asset or liability and exclude consideration of (1) any anticipated effects of hedge accounting and (2) the fair value of any related hedging instrument that is recognized as a separate asset or liability. The assessment for an impairment of an asset, however, includes a consideration of the losses that have been deferred in other comprehensive deficit (“OCI”) as a result of a cash flow hedge of that asset.


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- 9 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

4. DERIVATIVE FINANCIAL INSTRUMENTS (continued)

 

The following table presents the fair value of derivatives and hedging instruments and the respective location on the Consolidated Balance Sheets (in millions):

 

            Fair Value at  
      Location    Sept. 30,
2011
     Dec. 31,
2010
 

Derivative assets designated as hedging instruments:

        

Cash flow hedges:

        

Natural gas

   Other current assets    $       -       $       2  

Amount of gain recognized in OCI (effective portion)

   OCI    $ -       $ 2  

Fair value hedges:

        

Interest rate swaps

   Other non-current assets    $ 41      $ 12  

Derivative liabilities designated as hedging instruments:

        

Cash flow hedges:

        

Natural gas

   Accounts payable and
accrued liabilities
   $ 2      $ 3  

Amount of loss recognized in OCI (effective portion)

   OCI    $ 2      $ 3  

Derivative assets not designated as hedging instruments:

        

Cash flow hedges:

        

Natural gas

   Other current assets    $ 2      $ -   

Other derivatives:

        

Foreign exchange contracts

   Other current assets    $ -       $ 3  

Derivative liabilities not designated as hedging instruments:

        

Cash flow hedges:

        

Natural gas

   Accounts payable and
accrued liabilities
   $ 1      $ 2  

Other derivatives:

        

Energy supply contract

   Accounts payable and
accrued liabilities
   $ 1      $ 1  

 

 


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- 10 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

4. DERIVATIVE FINANCIAL INSTRUMENTS (continued)

 

The following table presents the impact and respective location of derivative activities on the Consolidated Statements of Earnings (in millions):

 

              Three Months Ended
Sept. 30,
    Nine Months Ended
Sept. 30,
 
      Location          2011             2010             2011             2010      

Derivative activity designated as hedging instruments:

           

Natural gas:

           

Amount of loss reclassified from OCI into earnings (effective portion)

     Cost of sales       $       -      $       2     $       2     $       6  

Interest rate swaps:

           

Amount of loss recognized in earnings (ineffective portion)

     Interest expense, net       $ 1     $ 2     $ -      $ 5  

Derivative activity not designated as hedging instruments:

           

Natural gas:

           

Amount of (gain) loss recognized in earnings

     Other expenses       $ -      $ -      $ (1   $ 2  

Energy supply contract:

           

Amount of loss recognized in earnings

     Other expenses       $ -      $ -      $ -      $ 1  

Foreign currency exchange contract:

           

Amount of (gain) loss recognized in earnings

     Other expenses       $ (1   $ (1   $ -      $ 3  

 

 

Cash Flow Hedges

The Company uses forward and swap contracts, which qualify as cash flow hedges, to manage forecasted exposure to natural gas price and foreign exchange risk. The effective portion of the change in the fair value of cash flow hedges is deferred in accumulated OCI and is subsequently recognized in other expenses on the Consolidated Statements of Earnings for foreign exchange hedges, and in cost of sales on the Consolidated Statements of Earnings for commodity hedges, when the hedged item impacts earnings. Cash flow hedges related to foreign exchange risk were immaterial for all periods presented. Changes in the fair value of derivative assets and liabilities designated as hedging instruments are shown in other on the Consolidated Statement of Cash Flows. Any portion of the change in fair value of derivatives designated as hedging instruments that is determined to be ineffective is recorded in other (income) expenses on the Consolidated Statements of Earnings.

The Company currently has natural gas derivatives designated as hedging instruments that mature within 15 months. The Company’s policy is to hedge up to 75% of its total forecasted natural gas exposures for the next two months, up to 50% of its total forecasted natural gas exposures for the following four months, and lesser amounts for the remaining periods. The Company performs an analysis for effectiveness of its derivatives designated as hedging instruments at the end of each quarter based on the terms of the contract and the underlying item being hedged.

As of September 30, 2011, $1 million of gains included in accumulated OCI on the Consolidated Balance Sheets relate to contracts that will impact earnings during the next 12 months. Transactions and events that are expected to occur over the next 12 months that will necessitate recognizing these deferred amounts include the recognition of the hedged item through earnings.

Fair Value Hedges

The Company uses forward currency exchange contracts, some of which qualify as fair value hedges, to manage existing exposures to foreign exchange risk related to assets and liabilities recorded on the Consolidated Balance Sheets. Gains and losses resulting from the changes in fair value of these instruments are recorded in other (income) expenses on the Consolidated Statements of Earnings.


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- 11 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

4. DERIVATIVE FINANCIAL INSTRUMENTS (continued)

 

The Company manages its interest rate exposure by balancing the mixture of its fixed and variable rate instruments. The Company has entered into several interest rate swaps to manage its interest rate exposure by converting fixed rate debt to variable rate debt. These swaps are carried at fair value and recorded as other non-current assets or other liabilities, with the offset to long-term debt on the Consolidated Balance Sheets. Changes in the fair value of these swaps and that of the related debt are recorded in interest expense, net on the Consolidated Statements of Earnings.

Other Derivatives

The Company uses forward currency exchange contracts to manage existing exposures to foreign exchange risk related to assets and liabilities recorded on the Consolidated Balance Sheets. Gains and losses resulting from the changes in fair value of these instruments are recorded in other (income) expenses on the Consolidated Statements of Earnings.

Separately, as a result of first quarter 2009 capacity curtailments taken at certain facilities, the normal purchase scope exception was no longer met for one of the Company’s energy supply contracts. The contract is now required to be marked to market each quarter through its termination date of January 31, 2012. Going forward, the impact of this contract could be positive, neutral or negative in any period depending on market fluctuations.

 

5. GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets and goodwill consist of the following (in millions):

 

Sept. 30, 2011    Weighted
Average
Useful Life
     Gross
Carrying
Amount
     Accumulated
Amortization
    Net Carrying
Amount
 

Amortizable intangible assets:

          

Customer relationships

     19      $       170      $ (46   $ 124  

Technology

     20        205        (52     153  

Franchise and other agreements

     15        36        (11     25  

Indefinite-lived intangible assets:

          

Trademarks

        777                -              777  

 

 

Total intangible assets

      $ 1,188      $ (109   $ 1,079  

 

 

Goodwill

      $ 1,145       

 

 

 

Dec. 31, 2010    Weighted
Average
Useful Life
     Gross
Carrying
Amount
     Accumulated
Amortization
    Net Carrying
Amount
 

Amortizable intangible assets:

          

Customer relationships

     19      $ 169      $ (38   $ 131  

Technology

     20        202        (45     157  

Franchise and other agreements

     15        34        (9     25  

Indefinite-lived intangible assets:

          

Trademarks

              777                -              777  

 

 

Total intangible assets

      $ 1,182      $ (92   $ 1,090  

 

 

Goodwill

      $ 1,088       

 

 


Table of Contents

 

- 12 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

5. GOODWILL AND OTHER INTANGIBLE ASSETS (continued)

 

The changes in the net carrying amount of goodwill by segment are as follows (in millions):

 

      Composites     Building
Materials
     Total  

Balance as of December 31, 2010

   $ 60     $ 1,028      $ 1,088  

Acquisitions (see Note 8)

     -        59        59  

Foreign currency adjustments

     (2     -         (2

 

 

Balance as of September 30, 2011

   $       58     $       1,087      $       1,145  

 

 

Other Intangible Assets

The Company expects the ongoing amortization expense for amortizable intangible assets to be approximately $21 million in each of the next five fiscal years. The Company’s future cash flows are not materially impacted by its ability to extend or renew agreements related to our amortizable intangible assets.

Goodwill

The Company tests goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of each year, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying amount.

 

6. PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following (in millions):

 

      Sept. 30,
2011
    Dec. 31,
2010
 

Land

   $ 220     $ 218  

Buildings and leasehold improvements

     718       687  

Machinery and equipment

     2,884       2,699  

Construction in progress

     208       167  

 

 
     4,030       3,771  

Accumulated depreciation

     (1,191     (1,017

 

 

Property, plant and equipment, net

   $       2,839     $       2,754  

 

 

Machinery and equipment includes certain precious metals used in our production tooling, which comprise approximately 20% and 21% of total machinery and equipment as of September 30, 2011 and December 31, 2010, respectively. Precious metals used in our production tooling are depleted as they are consumed during the production process, which typically represents an annual expense of less than 3% of the outstanding carrying value.

 

7. DIVESTITURES

On May 18, 2011, the Company sold its Composites glass reinforcements facility in Capivari, Brazil to Chongqing Polycomp International Company (“CPIC”), an unrelated third party. At closing, the Company received $55 million in cash and an additional $6 million was placed into escrow to satisfy any potential adjustments or claims. The sale resulted in a $16 million gain that is recorded in other (income) expenses on the Consolidated Statements of Earnings. The Company is a guarantor of the performance of the Capivari facility as a lessor of precious metals used in production tooling. Pursuant to the purchase agreement, CPIC covenanted to use all reasonable efforts to substitute and release the Company from such guarantees. The Company estimates that at September 30, 2011 the maximum future payment that the Company could be required to make under the guarantees was $25 million. The majority of guarantees terminate within the next year. CPIC has agreed to indemnify the Company in the event that the Company suffers any liability in connection with such guarantees.


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- 13 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

7. DIVESTITURES (continued)

 

On December 31, 2010, the Company sold its United States Masonry Products business (“Masonry Products”) to Boral Industries Ltd, an unrelated third party. At closing, the Company received $45 million and will receive an additional $45 million in 2014. The $45 million to be received in 2014 was recorded at its net present value of $40 million in noncurrent assets on the Consolidated Balance Sheets. Additionally, the Company could receive contingent proceeds in 2014 based on 2013 financial performance of the former Masonry Products business. The Company will maintain an interest in the former Masonry Products business until the second payment is received. Masonry Products was a component of the Company’s Building Materials segment.

 

8. ACQUISITIONS

On July 31, 2011, the Company completed the acquisitions of FiberTEK Insulation West, LLC, an insulation manufacturing operation located in Nephi, Utah and FiberTEK Insulation, LLC, an insulation manufacturing operation located in Lakeland, Florida (the “Acquisitions”) from third parties unrelated to the Company (“the Sellers”). As part of the Company’s global growth strategy, these acquisitions strengthen its position as a market leader in the loosefill insulation market. Operating results of these manufacturing facilities are included in the Company’s Building Materials segment within the Consolidated Financial Statements beginning August 1, 2011.

The Company provided total consideration that had a fair value of $105 million at the acquisition date. Total consideration that the Company provided for the Acquisitions consisted of cash payments of $84 million to the Sellers on July 31, 2011, and $25 million in deferred payments starting in 2013 through 2018. The deferred payments are recorded at their net present value of $21 million in other liabilities on the Consolidated Balance Sheets.

Values of assets acquired and liabilities assumed at the date of the acquisitions include: $37 million in property, plant and equipment and other assets; $3 million in intangible assets; $6 million in working capital and $59 million in goodwill. The pro-forma effect of these acquisitions on revenues and earnings was not material to the three and nine months ended September 30, 2011.

 

9. WARRANTIES

The Company records a liability for warranty obligations at the date the related products are sold. Adjustments are made as new information becomes available. A reconciliation of the warranty liability is as follows (in millions):

 

      Nine Months Ended
Sept. 30, 2011
 

Beginning balance

   $ 38  

Amounts accrued for current year

     15  

Settlements of warranty claims

     (12

 

 

Ending balance

   $       41  

 

 

 

10. COST REDUCTION ACTIONS

2010 Cost Reduction Actions

As part of the Company’s continuing review of its manufacturing network, actions were taken during 2010 to further balance global capacity and respond to market conditions. No charges related to these actions were incurred during the nine months ended September 30, 2011. During the three and nine months ended September 30, 2010, the Company recorded $16 million and $33 million in charges related to these cost reduction actions and related items; of which $15 million and $24 million related to severance and are presented in charges related to cost reduction actions on the Consolidated Statements of Earnings and $1 million and $9 million related to accelerated depreciation expense and are included in cost of sales on the Consolidated Statements of Earnings, respectively. Payments related to these activities will continue throughout 2011.


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- 14 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

10. COST REDUCTION ACTIONS (continued)

 

The following table summarizes the status of the unpaid liabilities from the Company’s 2010 cost reduction actions (in millions):

 

      Beginning
Balance
Dec. 31,
2010
     Costs
Incurred
     Payments      Ending
Balance
Sept. 30,
2011
     Cumulative
Charges
Incurred
 

Severance

   $       17      $       -       $       13      $       4      $       29  

 

 

Total

   $ 17      $ -       $ 13      $ 4      $ 29  

 

 

 

11. DEBT

Details of the Company’s outstanding long-term debt are as follows (in millions):

 

      Sept. 30,
2011
     Dec. 31,
2010
 

6.50% senior notes, net of discount, due 2016

   $ 649      $ 649  

7.00% senior notes, net of discount, due 2036

     540        540  

9.00% senior notes, net of discount, due 2019

     346        345  

Senior revolving credit facility, maturing in 2016

     188        12  

Various capital leases, due through and beyond 2050

     56        52  

Various floating rate debt, maturing through 2017

     3        11  

Other fixed rate debt, with maturities up to 2025, at rates up to 11.0%

     9        10  

Effects of interest rate swap on 6.50% senior notes, due 2016

     44        15  

 

 

Total long-term debt

     1,835        1,634  

Less – current portion

     3        5  

 

 

Long-term debt, net of current portion

   $       1,832      $       1,629  

 

 

Senior Notes

The Company issued $350 million of senior notes on June 3, 2009 and $1.2 billion of senior notes on October 31, 2006, which are collectively referred to as the “Senior Notes.” The Senior Notes are general unsecured obligations of the Company and rank pari passu with all existing and future senior unsecured indebtedness of the Company.

The Senior Notes are fully and unconditionally guaranteed by each of the Company’s current and future domestic subsidiaries that are a borrower or guarantor under the Company’s Credit Agreement (as defined below). The guarantees are unsecured and rank equally in right of payment with all other existing and future senior unsecured indebtedness of the guarantors. The guarantees are effectively subordinated to existing and future secured debt of the guarantors to the extent of the assets securing that indebtedness.

The Company has the option to redeem all or part of the Senior Notes at any time at a “make whole” redemption price. The Company is subject to certain covenants in connection with the issuance of the Senior Notes that it believes are usual and customary. The Company was in compliance with these covenants as of September 30, 2011.

In the fourth quarter of 2009, the Company entered into several interest rate swaps to manage its interest rate exposure by swapping $500 million of fixed rate to variable rate interest designated against the 6.50% senior notes. The swaps are carried at fair value and recorded as other assets, with the offset to long-term debt on the Consolidated Balance Sheets. See Note 4 for further information.


Table of Contents

 

- 15 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

11. DEBT (continued)

 

Senior Credit Facilities

On May 26, 2010, the Company entered into a credit agreement (the “Credit Agreement”) that established a new $800 million multi-currency senior revolving credit facility (the “Senior Revolving Credit Facility”). Also on May 26, 2010, the Company terminated the credit agreement dated as of October 31, 2006, which contained a $1.0 billion multi-currency senior revolving credit facility (the “Prior Revolving Credit Facility”) and a $600 million senior term loan facility.

The available principal amount of $800 million on the Senior Revolving Credit Facility includes both borrowings and letters of credit. The Company amended the Senior Revolving Credit Facility in July 2011 to extend the maturity date and reduce the pricing. The facility matures in July 2016. Borrowings under the Senior Revolving Credit Facility may be used for general corporate purposes and working capital. The Company has the discretion to borrow under multiple options, which provide for varying terms and interest rates including the United States prime rate or LIBOR plus a spread.

The Senior Revolving Credit Facility contains various covenants, including a maximum allowed leverage ratio and a minimum required interest expense coverage ratio that the Company believes are usual and customary for a senior unsecured credit agreement. The Company was well within compliance with these covenants as of September 30, 2011.

At September 30, 2011, the Company had no letters of credit outstanding under the Senior Revolving Credit Facility. At December 31, 2010, the Company had $49 million of letters of credit outstanding under the Senior Revolving Credit Facility.

Short-Term Debt

At September 30, 2011 and December 31, 2010, short-term borrowings were $ 221 million and $ 1 million, respectively.

Included in short-term debt are amounts outstanding under a Receivable Purchase Agreement (the “RPA”). Owens Corning Sales, LLC and Owens Corning Receivables LLC, each a subsidiary of the Company, have a $250 million RPA with certain financial institutions. The RPA includes a letter of credit sub-facility. At September 30, 2011, the Company had $43 million of letters of credit outstanding under the RPA. In addition, at September 30, 2011, $202 million of borrowings were outstanding under the RPA, which is included in short-term debt on the Consolidated Balance Sheets. The commitments of the financial institutions under the RPA expire on March 29, 2012.

Owens Corning Receivables LLC’s sole business consists of the purchase or acceptance through capital contributions of trade receivables and related rights from Owens Corning Sales, LLC and the subsequent retransfer of or granting of a security interest in such trade receivables and related rights to certain purchasers party to the RPA. Owens Corning Receivables LLC is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Owens Corning Receivables LLC’s assets prior to any assets or value in Owens Corning Receivables LLC becoming available to Owens Corning Receivables LLC’s equity holders. The assets of Owens Corning Receivables LLC are not available to pay creditors of the Company or any other affiliates of the Company or Owens Corning Sales, LLC.

The remaining short-term borrowings for both periods consisted of various operating lines of credit and working capital facilities. Certain of these borrowings are collateralized by receivables, inventories or property. The borrowing facilities are typically for one-year renewable terms. The weighted average interest rate on all short-term borrowings was approximately 0.9% for September 30, 2011 and 2.5% for December 31, 2010.

 

12. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Pension Plans

The Company sponsors defined benefit pension plans. Under the plans, pension benefits are based on an employee’s years of service and, for certain categories of employees, qualifying compensation. Company contributions to these pension plans are determined by an independent actuary to meet or exceed minimum funding requirements. The unrecognized cost of any retroactive amendments and actuarial gains and losses are amortized over the average future service period of plan participants expected to receive benefits.


Table of Contents

 

- 16 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

12. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (continued)

 

The following tables provide information regarding pension expense recognized (in millions):

 

      Three Months Ended
Sept. 30, 2011
    Three Months Ended
Sept. 30, 2010
 
      U.S.     Non-U.S.     Total     U.S.     Non-U.S.     Total  
Components of Net Periodic Pension Cost             

Service cost

   $ 2     $ 1     $ 3     $ 3     $ 1     $ 4  

Interest cost

           13               5             18             13             6             19  

Expected return on plan assets

     (16     (5     (21     (16     (6     (22

Amortization of actuarial loss

     3       -        3       1       1       2  

 

 

Net periodic pension cost

   $ 2     $ 1     $ 3     $ 1     $ 2     $ 3  

 

 

 

      Nine Months Ended
Sept. 30, 2011
    Nine Months Ended
Sept. 30, 2010
 
      U.S.     Non-U.S.     Total     U.S.     Non-U.S.     Total  
Components of Net Periodic Pension Cost             

Service cost

   $ 6     $ 4     $ 10     $ 7     $ 4     $ 11  

Interest cost

           40             18             58             41             18             59  

Expected return on plan assets

     (48     (19     (67     (48     (18     (66

Amortization of actuarial loss

     9       1       10       1       2       3  

 

 

Net periodic pension cost

   $ 7     $ 4     $ 11     $ 1     $ 6     $ 7  

 

 

The Company expects to contribute approximately $94 million in cash to the United States Pension Plans and approximately $22 million to non-United States plans during 2011. The Company made cash contributions of approximately $104 million to the plans during the nine months ended September 30, 2011.

Postemployment and Postretirement Benefits Other than Pension Plans

The Company maintains healthcare and life insurance benefit plans for certain retired employees and their dependents. The health care plans in the United States are non-funded and pay either (1) stated percentages of covered medically necessary expenses, after subtracting payments by Medicare or other providers and after stated deductibles have been met, or (2) fixed amounts of medical expense reimbursement.

The following table provides the components of net periodic benefit cost for aggregated United States and non-United States Plans for the periods indicated (in millions):

 

      Three Months Ended
Sept. 30,
     Nine Months Ended
Sept. 30,
 
      2011      2010      2011     2010  
Components of Net Periodic Benefit Cost           

Service cost

   $       -       $       1      $       2     $       3  

Interest cost

     4        4        11       12  

Amortization of actuarial gain

     -         -         (1     (1

 

 

Net periodic benefit cost

   $ 4      $ 5      $ 12     $ 14  

 

 


Table of Contents

 

- 17 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

13. CONTINGENT LIABILITIES AND OTHER MATTERS

Litigation

The Company is involved in various legal proceedings relating to employment, product liability and other matters. The Company regularly reviews the status of these proceedings along with legal counsel. Liabilities for such items are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company’s operations or financial condition taken as a whole.

Environmental Matters

We have been deemed by the Environmental Protection Agency (“EPA”) to be a Potentially Responsible Party (“PRP”) with respect to certain sites under the Comprehensive Environmental Response Compensation and Liability Act. We have also been deemed a PRP under similar state or local laws and in other instances other PRPs have brought suits against us as a PRP for contribution under such federal, state, or local laws. At September 30, 2011, we had environmental remediation liabilities as a PRP at 21 sites where we have a continuing legal obligation to either complete remedial actions or contribute to the completion of remedial actions as part of a group of PRPs. For these sites we estimate a reserve to reflect environmental liabilities that have been asserted or are probable of assertion, in which liabilities are probable and reasonably estimable. At September 30, 2011, our estimated liability for such items was $9 million.

Other Items

On December 17, 2010, the French tax authorities made a claim in the amount of approximately 123 million Euros against a subsidiary the Company acquired as part of the acquisition of Saint-Gobain’s reinforcement and composite fabrics business in 2007 (the “2007 Acquisition”). The claim relates to transactions that occurred prior to the closing of the 2007 Acquisition. Pursuant to the purchase agreement governing the 2007 Acquisition, Saint-Gobain is required to indemnify Owens Corning and its subsidiaries for pre-closing tax claims and related damages, attorney fees and expenses. On assessment of the information available to the Company, including discussions with Saint-Gobain, the Company believes that it is likely that the claim will not be sustained during the administrative process; therefore, the Company has not recorded an accrual for the claim or a corresponding receivable with respect to the Company’s contractual indemnification rights. The Company does not expect this tax claim to have a material impact on its results.

 

14. STOCK COMPENSATION

2010 Stock Plan

On April 22, 2010, the Company’s stockholders approved the Owens Corning 2010 Stock Plan (the “2010 Stock Plan”) which replaced the Owens Corning 2006 Stock Plan (the “2006 Stock Plan”), as amended and restated. The 2010 Stock Plan authorizes grants of stock options, stock appreciation rights, stock awards, restricted stock awards, restricted stock units, bonus stock awards and performance stock awards. Such shares of common stock include shares that were available but not granted, or which were granted but were not issued or delivered due to expiration, termination, cancellation or forfeiture of such awards. At September 30, 2011, the number of shares remaining available under the 2010 Stock Plan for all stock awards was 3.6 million.

Stock Options

The Company has granted stock options under its employee emergence equity program, its officer appointment program and its long-term incentive plans (“LTIP”). The Company calculates a weighted-average grant-date fair value using a Black-Scholes valuation model for options granted. Compensation expense for options is measured based on the fair market value of the option on the date of grant, and is recognized on a straight-line basis over a four year vesting period. In general, the exercise price of each option awarded was equal to the market price of the Company’s common stock on the date of grant and an option’s maximum term is 10 years. The volatility assumption was based on a benchmark study of our peers.


Table of Contents

 

- 18 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

14. STOCK COMPENSATION (continued)

 

During the nine months ended September 30, 2011, 412,200 stock options were granted with a weighted-average grant date fair value of $15.85. Assumptions used in the Company’s Black-Scholes valuation model to estimate the grant date fair value were expected volatility of 44.3%, expected dividends of 0%, expected term of 6.26 years and a risk-free interest rate of 2.6%.

During the three and nine months ended September 30, 2011, the Company recognized expense of $1 million and $3 million respectively, related to the Company’s stock options. During the three and nine months ended September 30, 2010, the Company recognized expense of less than $1 million and $2 million respectively, related to the Company’s stock options. As of September 30, 2011 there was $9 million of total unrecognized compensation cost related to stock options. That cost is expected to be recognized over a weighted-average period of 2.79 years. The total aggregate intrinsic value of options outstanding as of September 30, 2011 and 2010 was $6 million and $11 million.

The following table summarizes the Company’s stock option activity for the nine months ended Sept. 30, 2011:

 

      Nine Months Ended
Sept. 30, 2011
 
      Number
of
Options
    Weighted-
Average
Exercise Price
 

Beginning Balance

     3,397,858     $ 25.06  

Granted

     412,200       33.98  

Exercised

     (363,413     26.19  

Forfeited

     (111,525     20.82  

 

 

Ending Balance

     3,335,120     $ 26.18  

 

 

The following table summarizes information about the Company’s options outstanding and exercisable:

 

      Options Outstanding      Options Exercisable  
            Weighted-Average     

Number

Exercisable at
Sept. 30, 2011

     Weighted-Average  
Range of Exercise Prices    Options
Outstanding
     Remaining
Contractual Life
     Exercise
Price
        Remaining
Contractual Life
     Exercise
Price
 

 

 

$7.57- $34.94

     3,335,120        6.45      $       26.18        2,210,086        5.58      $       27.00  

 

 

Restricted Stock Awards and Restricted Stock Units

The Company has granted restricted stock awards and restricted stock units (collectively referred to as “restricted stock”) under its employee emergence equity program, non-employee director programs, LTIP and officer appointment program. Compensation expense for restricted stock is measured based on the market price of the stock at date of grant and is recognized on a straight-line basis over the vesting period. Stock restrictions are subject to alternate vesting plans for death, disability, approved early retirement and involuntary termination, over various periods ending in 2014.

During the three and nine months ended September 30, 2011, the Company recognized expense of $4 million and $10 million respectively, related to the Company’s restricted stock. During the three and nine months ended September 30, 2010, the Company recognized expense of $4 million and $10 million respectively. As of September 30, 2011 there was $24 million of total unrecognized compensation cost related to restricted stock. That cost is expected to be recognized over a weighted-average period of 2.72 years. The total fair value of shares vested during the nine months ended September 30, 2011 and 2010 was $8 million and $6 million, respectively.


Table of Contents

 

- 19 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

14. STOCK COMPENSATION (continued)

 

A summary of the status of the Company’s plans that had restricted stock issued as of September 30, 2011 and changes during the nine months ended September 30, 2011 are presented below. The weighted-average grant-date fair value of the restricted stock granted during the nine months ended September 30, 2010 was $26.22.

 

      Nine Months Ended
Sept. 30, 2011
 
      Number
of
Shares
     Weighted-
Average
Grant-
Date Fair
Value
 

Beginning Balance

     1,987,705      $       19.74  

Granted

     533,067        33.86  

Vested

     (445,678      18.92  

Forfeited

     (111,079      21.79  

 

 

Ending Balance

     1,964,015      $ 23.64  

 

 

Performance Stock Awards and Performance Stock Units

The Company has granted performance stock awards and performance stock units (collectively referred to as “PSUs”) as a part of its LTIP, of which 50 percent will be settled in stock and 50 percent will be settled in cash. The amount of the PSUs ultimately distributed is contingent on meeting stockholder return goals.

Compensation expense for PSUs settled in stock is measured based on the grant date fair value and is recognized on a straight-line basis over the vesting period. Compensation expense for PSUs settled in cash is measured based on the fair value at the end of each quarter and is recognized on a straight-line basis over the vesting period. Performance stock award restrictions are subject to alternate vesting plans for death, disability, approved early retirement and involuntary termination, over various periods ending in 2014.

In the first nine months of 2011, the Company granted PSUs. The 2011 grant vests after a three-year period based on the Company’s total stockholder return relative to the performance of the components of the S&P 500 Index for the respective three-year period. The amount of PSUs earned will vary from 0% to 200% of PSUs awarded depending on the relative stockholder return performance.

For all PSUs, respectively, during the three and nine months ended September 30, 2011 the Company recognized income of $9 million and expense of $2 million. During the three and nine months ended September 30, 2010, the Company recognized expense of $1 million and $9 million, respectively, related to PSUs. As of September 30, 2011, there was $9 million of total unrecognized compensation cost related to PSUs. That cost is expected to be recognized over a weighted-average period of 1.81 years.

2011 Grant

For the 2011 grant, the portion of the PSUs settled in cash will be revalued every reporting period until the award is fully vested. As a result, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. For the nine month period ended September 30, 2011, the Company estimated the fair value of the PSUs granted using a Monte Carlo simulation that used various assumptions that include expected volatility of 39.8%, a risk-free interest rate of 0.3% and an expected term of 2.26 years. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the time of revaluation. The expected term represents the period beginning September 30, 2011 to the end of the three-year performance period.

For the 2011 grant, the fair value of the portion of PSUs settled in stock was estimated at the grant date using a Monte Carlo simulation that used various assumptions that include expected volatility of 57.2%, a risk free interest rate of 1.1% and an


Table of Contents

 

- 20 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

14. STOCK COMPENSATION (continued)

 

expected term of 2.91 years. Expected volatility was based on a benchmark study of ourselves and our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.

2010 Grant

For the 2010 grant, the portion of the PSUs settled in cash will be revalued every reporting period until the award is fully vested. As a result, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. For the nine month period ended September 30, 2011, the Company estimated the fair value of the PSUs granted using a Monte Carlo simulation that used various assumptions that include expected volatility of 37.3%, a risk free rate of 0.2% and an expected term of 1.26 years. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the time of revaluation. The expected term represents the period beginning September 30, 2011 to the end of the three-year performance period.

For the 2010 grant, the fair value of the portion of PSUs settled in stock was estimated at the grant date using a Monte Carlo simulation that used various assumptions that include expected volatility of 58.8%, a risk free interest rate of 1.4% and an expected term of 2.91 years. Expected volatility was based on a benchmark study of ourselves and our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.

A summary of the status of the Company’s plans that had issued PSUs as of September 30, 2011, and changes during the nine months ended September 30, 2011 are presented below:

 

      Nine Months Ended
Sept. 30, 2011
 
      Number
of
PSUs
    Weighted-
Average
Grant-
Date Fair
Value
 

Beginning Balance

     1,255,689     $       22.41  

Granted

     485,554       34.06  

Vested

     (745,801     19.91  

Forfeited

     (80,184     27.71  

 

 

Ending Balance

     915,258     $ 30.16  

 

 


Table of Contents

 

- 21 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

15. EARNINGS PER SHARE

The following table summarizes the number of shares outstanding as well as our basic and diluted earnings per share (in millions, except per share amounts):

 

      Three Months Ended
Sept. 30,
     Nine Months Ended
Sept. 30,
 
      2011      2010      2011      2010  

Net earnings attributable to Owens Corning

   $ 124      $ 58      $ 226      $ 1,043  

 

 

Weighted-average number of shares outstanding used for basic
earnings per share

           121.7              125.1              123.2              126.1  

Non-vested restricted and performance shares

     0.6        1.3        0.6        1.1  

Options to purchase common stock

     0.3        0.2        0.4        0.2  

 

 

Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share

     122.6        126.6        124.2        127.4  

 

 

Earnings per common share attributable to Owens Corning
common stockholders:

           

 

 

Basic

   $ 1.02      $ 0.46      $ 1.83      $ 8.27  

Diluted

   $ 1.01      $ 0.46      $ 1.82      $ 8.19  

 

 

Basic earnings per share is calculated by dividing earnings attributable to Owens Corning by the weighted-average number of shares of the Company’s common stock outstanding during the period. Outstanding shares consist of issued shares less treasury stock.

On August 1, 2010, the Company approved a new 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 Program”). The Repurchase Program authorizes the Company to repurchase shares through open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company’s discretion. As of September 30, 2011, 3.7 million shares were available for repurchase under the Repurchase Program.

For each of the three and nine months ended September 30, 2011, the number of shares used in the calculation of diluted earnings per share did not include 2.6 million and 0.4 million options, respectively, to purchase common stock, 17.5 million common equivalent shares from Series A Warrants or 7.8 million common equivalent shares from Series B Warrants due to their anti-dilutive effect.

For each of the three and nine months ended September 30, 2010, the number of shares used in the calculation of diluted earnings per share did not include 2.4 million options to purchase common stock; 17.5 million common equivalent shares from Series A Warrants or 7.8 million common equivalent shares from Series B Warrants due to their anti-dilutive effect.

 

16. COMPREHENSIVE EARNINGS

The following table presents the comprehensive earnings attributable to Owens Corning (in millions):

 

      Three Months Ended
Sept. 30,
    Nine Months Ended
Sept. 30,
 
      2011      2010     2011     2010  

Net earnings

   $       126      $       61     $       230     $       1,049  

Currency translation adjustment

     (84      75       (23     22  

Pension and other postretirement adjustment

     2        (1     1       (1

Deferred loss on hedging

     (3      -        (1     -   

 

 

Comprehensive earnings

     41        135       207       1,070  

Less: Comprehensive earnings attributable to noncontrolling interests

     2        3       4       5  

 

 

Comprehensive earnings attributable to Owens Corning

   $ 39      $ 132     $ 203     $ 1,065  

 

 


Table of Contents

 

- 22 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

17. FAIR VALUE MEASUREMENT

Items Measured at Fair Value

The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall, for assets and liabilities measured on a recurring basis as of September 30, 2011 (in millions):

 

      Total
Measured at
Fair Value
    Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)
     Significant
Other
Observable
Inputs
(Level 2)
    Significant
Unobservable
Inputs
(Level 3)
 
Assets:          

Derivative assets

   $       43     $       -       $       43     $       -   

 

 

Total assets

   $ 43     $ -       $ 43     $ -   

 

 
Liabilities:          

Derivative liabilities

   $ (4   $ -       $ (3   $ (1

 

 

Total liabilities

   $ (4   $ -       $ (3   $ (1

 

 

Cash equivalents, by their nature, utilize Level 1 inputs in determining fair value. The Company measures the value of its natural gas hedge contracts and foreign currency forward contracts using Level 2 inputs. The fair value of the Company’s natural gas hedges is determined by a mark to market valuation based on forward curves using observable market prices and the fair value of its foreign currency forward contracts is determined using observable market transactions in over-the-counter markets. The fair value of the Company’s interest rate swaps is determined by a mark to market valuation based on forward curves observable in the market using Level 2 inputs. A significant portion of the value of the Company’s energy supply derivative contract uses Level 3 inputs. The fair value of the Company’s energy supply derivative contract is determined by a mark to market valuation based on forward curves and on broker quotes.

The following table provides a rollforward of assets and liabilities measured at fair value on a recurring basis using significant unobservable inputs (Level 3) (in millions):

 

      Fair Value
Measurements
Using
Significant
Unobservable
Inputs
(Level 3)
Derivatives
 

December 31, 2010

   $       (1

Total losses included in net earnings attributable to Owens Corning

     -  

 

 

September 30, 2011

   $ (1

 

 

Changes in the fair value of this energy supply derivative contract are included in other (income) expenses on the Consolidated Statements of Earnings.


Table of Contents

 

- 23 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

17. FAIR VALUE MEASUREMENT (continued)

 

Items Disclosed at Fair Value

Long-term notes receivable

The fair value has been calculated using the expected future cash flows discounted at market interest rates. The Company believes that the carrying amounts reasonably approximate the fair values of long-term notes receivable. Long-term notes receivable were $47 million as of September 30, 2011.

Long-term debt

The fair value of the Company’s long-term debt has been calculated based on quoted market prices for the same or similar issues, or on the current rates offered to the Company for debt of the same remaining maturities.

As of September 30, 2011, the Company’s 6.50% senior notes due 2016 were trading at approximately 106% of par value, the 7.00% senior notes due 2036 were trading at approximately 100% of par value and the 9.00% senior notes due 2019 were trading at approximately 117% of par value.

At September 30, 2011, the Company used a market participant approach to value the remaining long-term debt instruments. This approach, which utilized indicative market rates for a new debt issuance, approximated the fair value of the remaining long-term debt at $256 million.

 

18. INCOME TAXES

The Company’s effective tax rate for the three and nine months ended September 30, 2011 was 15 percent and 22 percent, respectively. Excluding the effect of discrete items related to the reversal of the valuation allowance and uncertain tax positions, in the nine months ended September 30, 2011, the adjusted effective tax rate was 28 percent. The difference between the 28 percent adjusted effective tax rate and the statutory rate of 35 percent is primarily attributable to lower foreign tax rates and various tax planning initiatives.

Income tax benefit of $854 million for the nine months ended September 30, 2010, was a result of the reversal of a $858 million valuation allowance against certain of the Company’s United States deferred tax assets. The valuation allowance was originally established in 2008 based on the Company’s losses before income taxes in the United States during 2007 and 2008, as well as the Company’s then estimates for near-term results in the United States. Financial performance in the United States during that time period was adversely impacted by the decline in United States housing starts. Since that time, earnings performance in our United States operations has strengthened and our forecasts have improved.

 

19. ACCOUNTING PRONOUNCEMENTS

In September 2011, the Financial Accounting Standards Board (“FASB”) issued updated guidance on the periodic testing of goodwill for impairment. The updated guidance gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendment is intended to reduce the cost and complexity of the annual goodwill impairment test by providing entities an option to perform a qualitative assessment to determine whether further impairment testing is necessary. The updated accounting guidance is effective for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company currently believes there will be no impact on its consolidated financial statements.

 

20. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The following Condensed Consolidating Financial Statements present the financial information required with respect to those entities which guarantee certain of the Company’s debt. The Condensed Consolidating Financial Statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company’s share of the subsidiaries’ cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investment in subsidiaries and intercompany balances and transactions.

Guarantor and Nonguarantor Financial Statements

The Senior Notes and the Senior Revolving Credit Facility are guaranteed, fully, unconditionally and jointly and severally, by each of Owens Corning’s current and future 100% owned material domestic subsidiaries that is a borrower or a guarantor under Owens Corning’s Credit Agreement, which permits changes to the named guarantors in certain situations (collectively, the “Guarantor Subsidiaries”). The remaining subsidiaries have not guaranteed the Senior Notes and the Senior Revolving Credit Facility (collectively, the “Nonguarantor Subsidiaries”).


Table of Contents

 

- 24 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

20. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

 

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF EARNINGS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2011

(in millions)

 

      Parent     Guarantor
Subsidiaries
    Non-
Guarantor
Subsidiaries
    Eliminations     Consolidated  

NET SALES

   $ -      $       1,028     $       507     $ (85   $       1,450  

COST OF SALES

     (6     809       415       (85     1,133  

 

 

Gross margin

     6       219       92       -        317  

OPERATING EXPENSES

          

Marketing and administrative expenses

     14       68       37       -        119  

Science and technology expenses

               -        16       4                 -        20  

Other expenses, net

     (24     6       19       -        1  

 

 

Total operating expenses

     (10     90       60       -        140  

 

 

EARNINGS BEFORE INTEREST AND TAXES

     16       129       32       -        177  

Interest expense, net

     25       1       2       -        28  

 

 

EARNINGS BEFORE TAXES

     (9     128       30       -        149  

Less: Income tax expense (benefit)

     (2     26       (1     -        23  

Equity in net earnings (loss) of subsidiaries

     131       30       -        (161     -   

Equity in net earnings (loss) of affiliates

     -        (1     1       -        -   

 

 

NET EARNINGS

     124       131       32       (161     126  

Less: Net earnings attributable to noncontrolling interest

     -        -        2       -        2  

 

 

NET EARNINGS ATTRIBUTABLE TO OWENS CORNING

   $ 124     $ 131     $ 30     $ (161   $ 124  

 

 


Table of Contents

 

- 25 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

20. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

 

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF EARNINGS

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2010

(in millions)

 

      Parent     Guarantor
Subsidiaries
    Non-
Guarantor
Subsidiaries
    Eliminations     Consolidated  

NET SALES

   $           -      $       787     $       490     $ (91   $       1,186  

COST OF SALES

     (3     647       397       (91     950  

 

 

Gross margin

     3       140       93                 -        236  

OPERATING EXPENSES

          

Marketing and administrative expenses

           11       78       34       -        123  

Science and technology expenses

     -        16       3       -        19  

Charges related to cost reduction actions

     -        -        15       -        15  

Other expenses, net

     (27     33       4       -        10  

 

 

Total operating expenses

     (16     127       56       -        167  

 

 

EARNINGS BEFORE INTEREST AND TAXES

     19       13       37       -        69  

Interest expense, net

     30       (2     -        -        28  

 

 

EARNINGS BEFORE TAXES

     (11     15       37       -        41  

Less: Income tax expense (benefit)

     (4     (14     (1     -        (19

Equity in net earnings (loss) of subsidiaries

     65       36       -        (101     -   

Equity in net earnings (loss) of affiliates

     -        -        1       -        1  

 

 

NET EARNINGS

     58       65       39       (101     61  

Less: Net earnings attributable to noncontrolling interest

     -        -        3       -        3  

 

 

NET EARNINGS ATTRIBUTABLE TO OWENS CORNING

   $ 58     $ 65     $ 36     $ (101   $ 58  

 

 


Table of Contents

 

- 26 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

20. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

 

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF EARNINGS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(in millions)

 

      Parent     Guarantor
Subsidiaries
    Non-
Guarantor
Subsidiaries
     Eliminations     Consolidated  

NET SALES

   $           -      $       2,865     $       1,527      $ (253   $       4,139  

COST OF SALES

     (19     2,371       1,242        (253     3,341  

 

 

Gross margin

     19       494       285                  -        798  

OPERATING EXPENSES

           

Marketing and administrative expenses

     40       248       107        -        395  

Science and technology expenses

     -        47       11        -        58  

Other expenses, net

     (81     41       12        -        (28

 

 

Total operating expenses

     (41     336       130        -        425  

 

 

EARNINGS BEFORE INTEREST AND TAXES

     60       158       155        -        373  

Interest expense, net

     79       (2     4        -        81  

 

 

EARNINGS BEFORE TAXES

     (19     160       151        -        292  

Less: Income tax expense (benefit)

     (4     35       32        -        63  

Equity in net earnings (loss) of subsidiaries

     241       118       -         (359     -   

Equity in net earnings (loss) of affiliates

     -        (2     3        -        1  

 

 

NET EARNINGS

     226       241       122        (359     230  

Less: Net earnings attributable to noncontrolling interest

     -        -        4        -        4  

 

 

NET EARNINGS ATTRIBUTABLE TO OWENS CORNING

   $ 226     $ 241     $ 118      $ (359   $ 226  

 

 


Table of Contents

 

- 27 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

20. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

 

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF LOSS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010

(in millions)

 

     Parent     Guarantor
Subsidiaries
    Non-
Guarantor
Subsidiaries
    Eliminations     Consolidated  

NET SALES

  $           -      $       2,650     $       1,443     $ (264   $       3,829  

COST OF SALES

    (9     2,157       1,189       (264     3,073  

 

 

Gross margin

    9       493       254       -        756  

OPERATING EXPENSES

         

Marketing and administrative expenses

    39       246       100       -        385  

Science and technology expenses

    -        46       9       -        55  

Charges related to cost reduction actions

    -        -        24       -        24  

Other expenses, net

    (79     56       38       -        15  

 

 

Total operating expenses

    (40     348       171       -        479  

 

 

EARNINGS BEFORE INTEREST AND
TAXES

    49       145       83       -        277  

Interest expense, net

    89       (5     1       -        85  

 

 

EARNINGS BEFORE TAXES

    (40     150       82       -        192  

Less: Income tax expense (benefit)

    (32     (841     19       -        (854

Equity in net earnings (loss) of subsidiaries

    1,051       59       -        (1,110     -   

Equity in net earnings (loss) of affiliates

    -        1       2       -        3  

 

 

NET EARNINGS

    1,043       1,051       65       (1,110     1,049  

Less: Net earnings attributable to noncontrolling interest

    -        -        6       -        6  

 

 

NET EARNINGS ATTRIBUTABLE TO OWENS CORNING

  $ 1,043     $ 1,051     $ 59     $       (1,110)      $ 1,043  

 

 


Table of Contents

 

- 28 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

20. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

 

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF SEPTEMBER 30, 2011

(in millions)

 

ASSETS    Parent     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations     Consolidated  

CURRENT ASSETS

          

Cash and cash equivalents

   $ 50     $ -      $ -      $ -      $ 50  

Receivables, net

     -        -        943       (160     783  

Due from affiliates

     640       2,325       -        (2,965     -   

Inventories

     -        409       337       -        746  

Other current assets

     1       92       121       -        214  

 

 

Total current assets

     691       2,826       1,401       (3,125     1,793  

Investment in subsidiaries

     6,351       2,505       533       (9,389     -   

Due from affiliates

     -        92       950       (1,042     -   

Property, plant and equipment, net

     496       1,135       1,208       -        2,839  

Goodwill

     -        1,068       77       -        1,145  

Intangible assets

     -        964       364       (249     1,079  

Deferred income taxes

     (26     524       19       -        517  

Other non-current assets

     106       78       109       -        293  

 

 

TOTAL ASSETS

   $ 7,618     $ 9,192     $ 4,661     $ (13,805   $ 7,666  

 

 

LIABILITIES AND EQUITY

          

 

 

CURRENT LIABILITIES

          

Accounts payable and accrued liabilities

   $ 37     $ 646     $ 437     $ (160   $ 960  

Due to affiliates

     1,808       -        1,157       (2,965     -   

Short-term debt

     -        -        221       -        221  

Long-term debt – current portion

     -        1       2       -        3  

 

 

Total current liabilities

     1,845       647       1,817       (3,125     1,184  

Long-term debt, net of current portion

     1,767       30       35       -        1,832  

Due to affiliates

     36       950       56       (1,042     -   

Pension plan liability

     -        205       106       -        311  

Other employee benefits liability

     -        276       19       -        295  

Deferred income taxes

     -        -        60       -        60  

Other liabilities

     228       200       24       (249     203  

Commitments and contingencies

          

OWENS CORNING STOCKHOLDERS’ EQUITY

          

Common stock

     1       -        -        -        1  

Additional paid in capital

     3,900       6,158       2,052       (8,210     3,900  

Accumulated earnings (deficit)

     420       726       453       (1,179     420  

Accumulated other comprehensive deficit

     (217     -        -        -        (217

Cost of common stock in treasury

     (362     -        -        -        (362

 

 

Total Owens Corning stockholders’ equity

     3,742       6,884       2,505       (9,389     3,742  

Noncontrolling interest

     -        -        39       -        39  

 

 

Total equity

     3,742       6,884       2,544       (9,389     3,781  

 

 

TOTAL LIABILITIES AND EQUITY

   $       7,618     $       9,192     $       4,661     $       (13,805)      $       7,666  

 

 


Table of Contents

 

- 29 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

20. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

 

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2010

(in millions)

 

ASSETS    Parent     Guarantor
Subsidiaries
     Non-Guarantor
Subsidiaries
     Eliminations     Consolidated  

CURRENT ASSETS

            

Cash and cash equivalents

   $ 3     $ -       $ 49      $ -      $ 52  

Receivables, net

     1       229        316        -        546  

Due from affiliates

     788       1,934        285              (3,007     -   

Inventories

     -        369        251        -        620  

Assets held for sale – current

     -        -         16        -        16  

Other current assets

     1       83        90        -        174  

 

 

Total current assets

     793       2,615        1,007        (3,007     1,408  

Investment in subsidiaries

     5,841       2,230        440        (8,511     -   

Due from affiliates

     -        40        924        (964     -   

Property, plant and equipment, net

     462       1,145        1,147        -        2,754  

Goodwill

     -        1,068        20        -        1,088  

Intangible assets

     -        980        488        (378     1,090  

Deferred income taxes

     (28     535        22        -        529  

Assets held for sale – noncurrent

     -        -         26        -        26  

Other non-current assets

     71       79        113        -        263  

 

 

TOTAL ASSETS

   $ 7,139     $ 8,692      $ 4,187      $ (12,860   $ 7,158  

 

 

LIABILITIES AND EQUITY

            

 

 

CURRENT LIABILITIES

            

Accounts payable and accrued liabilities

   $ 28     $ 426      $ 488      $ -      $ 942  

Due to affiliates

     1,547       347        1,113        (3,007     -   

Short-term debt

     -        -         1        -        1  

Long-term debt – current portion

     -        1        4        -        5  

Liabilities held for sale – current

     -        -         7        -        7  

 

 

Total current liabilities

     1,575       774        1,613        (3,007     955  

Long-term debt, net of current portion

     1,560       32        37        -        1,629  

Due to affiliates

     -        924        40        (964     -   

Pension plan liability

     -        265        113        -        378  

Other employee benefits liability

     -        277        21        -        298  

Deferred income taxes

     -        -         75        -        75  

Other liabilities

     356       139        20        (378     137  

Commitments and contingencies

            

OWENS CORNING STOCKHOLDERS’ EQUITY

            

Preferred stock

     -        -         -         -        -   

Common stock

     1       -         -         -        1  

Additional paid in capital

     3,876       5,796        1,895        (7,691     3,876  

Accumulated earnings (deficit)

     194       485        335        (820     194  

Accumulated other comprehensive deficit

     (194     -         -         -        (194

Cost of common stock in treasury

     (229     -         -         -        (229

 

 

Total Owens Corning stockholders’ equity

     3,648       6,281        2,230        (8,511     3,648  

Noncontrolling interest

     -        -         38        -        38  

 

 

Total equity

     3,648       6,281        2,268        (8,511     3,686  

 

 

TOTAL LIABILITIES AND EQUITY

   $       7,139     $       8,692      $       4,187      $ (12,860   $       7,158  

 

 


Table of Contents

 

- 30 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

20. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

 

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2011

(in millions)

 

      Parent     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations      Consolidated  

NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES

   $ -      $ 47     $ 12     $       -       $       59  

NET CASH FLOW USED FOR INVESTING ACTIVITIES

           

Additions to plant and equipment

     (3     (155     (145     -         (303

Investment in subsidiaries and affiliates, net of cash acquired

     -        (84     -        -         (84

Proceeds from the sale of assets or affiliates

     -        3       78       -         81  

 

 

Net cash flow used for investing activities

     (3     (236     (67     -         (306

 

 

NET CASH FLOW USED FOR FINANCING ACTIVITIES

           

Proceeds from senior revolving credit facility

     805       -        -        -         805  

Payments on senior revolving credit facility

     (629     -        -        -         (629

Proceeds from long-term debt

     -        -        6       -         6  

Payments on long-term debt

     -        -        (10     -         (10

Net decrease in short-term debt

     -        -              219       -         219  

Purchases of treasury stock

     (138     -        -        -         (138

Intercompany loans

     -              189       (189     -         -   

Other

     12       -        -        -         12  

 

 

Net cash flow provided used for financing activities

     50       189        26        -         265  

 

 

Effect of exchange rate changes on cash

     -        -        (20     -         (20

 

 

Net increase (decrease) in cash and cash equivalents

     47       -        (49     -         (2

Cash and cash equivalents at beginning of period

     3       -        49       -         52  

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $       50     $ -      $ -      $ -       $ 50  

 

 


Table of Contents

 

- 31 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

 

20. CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

 

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2010

(in millions)

 

      Parent     Guarantor
Subsidiaries
    Non-Guarantor
Subsidiaries
    Eliminations      Consolidated  

NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES

   $ -      $       170     $       111     $       -       $ 281  

NET CASH FLOW USED FOR INVESTING ACTIVITIES

           

Additions to plant and equipment

     -        (99     (100     -         (199

Proceeds from the sale of assets or affiliates

     -        -        16       -         16  

 

 

Net cash flow used for investing activities

     -        (99     (84     -         (183

 

 

NET CASH FLOW USED FOR FINANCING ACTIVITIES

           

Proceeds from senior revolving credit facility

           406       -        -        -               406  

Payments on senior revolving credit facility

     (315     -        -        -         (315

Proceeds from long-term debt

     -        -        1       -         1  

Payments on long-term debt

     (600     -        (6     -         (606

Net decrease in short-term debt

     -        -        (8     -         (8

Purchase of treasury stock

     (102     -        -        -         (102

Parent loans and advances

     71       (71     -        -         -   

Other

     2       -        -        -         2  

 

 

Net cash flow used for financing activities

     (538     (71     (13     -         (622

 

 

Effect of exchange rate changes on cash

     -        -        (5     -         (5

 

 

Net increase (decrease) in cash and cash equivalents

     (538     -        9       -         (529

Cash and cash equivalents at beginning of period

     538       -        26       -         564  

 

 

CASH AND CASH EQUIVALENTS AT END OF PERIOD

   $ -      $ -      $ 35     $ -       $ 35  

 

 


Table of Contents

 

- 32 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand Owens Corning, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes thereto contained in this report. Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning.

GENERAL

Owens Corning is a leading global producer of glass fiber reinforcements and other materials for composites and of residential and commercial building materials. The Company’s business operations fall within two reportable segments, Composites and Building Materials. Composites includes our Reinforcements and Downstream businesses. Building Materials includes our Insulation and Roofing businesses. Through these lines of business, we manufacture and sell products worldwide. We maintain leading market positions in many of our major product categories.

EXECUTIVE OVERVIEW

The Company generated $177 million in EBIT for the third quarter 2011, which was nearly 100 percent higher than adjusted EBIT in the third quarter 2010. Our portfolio of businesses performed well despite continued weakness in some of our end markets. Our Composites segment continued to grow its profitability with lower costs achieved through manufacturing productivity in the third quarter. In our Building Materials segment, our Roofing business delivered strong performance on about a 60 percent increase in volumes compared to 2010. Our Insulation business delivered higher sales despite a continued weak United States housing market.

In our Composites segment, EBIT improved by 14 percent from the third quarter 2010 as a result of lower costs achieved through manufacturing productivity and higher selling prices. The overall improvement in price that began in late 2009 has returned prices across our key product groups to the levels seen prior to the 2008 global economic downturn.

In our Building Materials segment, our Roofing business delivered EBIT of $156 million for the three months ended September 30, 2011, up about 71 percent on strong growth in shingle demand supported by storm activity. Our Insulation business reduced EBIT losses primarily as a result of productivity improvements and cost.

We maintain a strong balance sheet with ample liquidity. We have access to an $800 million senior revolving credit facility and a $250 million receivables securitization facility. As of September 30, 2011, we had $612 million available under the senior revolving credit facility and $5 million under the securitization facility.

We repurchased 2.8 million shares of the Company’s common stock for $85 million during the third quarter of 2011 under a previously announced repurchase program. As of September 30, 2011, 3.7 million shares remain available for repurchase under the authorized program.

RESULTS OF OPERATIONS

Consolidated Results (in millions)

 

      Three Months Ended
Sept. 30,
    Nine Months Ended
Sept. 30,
      
          2011             2010             2011             2010           

Net sales

   $       1,450     $       1,186     $       4,139     $       3,829    

Gross margin

   $ 317     $ 236     $ 798     $ 756    

% of net sales

     22     20     19     20  

Earnings before interest and taxes

   $ 177     $ 69     $ 373     $ 277    

Interest expense, net

   $ 28     $ 28     $ 81     $ 85    

Income tax expense (benefit)

   $ 23     $ (19   $ 63     $ (854  

Net earnings attributable to Owens Corning

   $ 124     $ 58     $ 226     $ 1,043    

 


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- 33 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

The Consolidated Results discussion below provides a summary of our results and the trends affecting our business, and should be read in conjunction with the more detailed Segment Results discussion that follows.

NET SALES

Third quarter and year-to-date net sales in 2011 increased from the same periods in 2010 due to increased sales volumes, higher sales prices, and the impact of translating sales denominated in foreign currencies into United States dollars. Our Roofing business delivered higher net sales as a result of significantly increased volumes based on strong demand supported by storm activity. Despite continued weakness in the United States housing market, our Insulation business delivered higher net sales driven by increased United States shipments and growth in some of our international markets compared to the same period in 2010. These increases were partially offset by the impact of the fourth quarter 2010 divestiture of our United States Masonry Products business.

GROSS MARGIN

The increase in gross margin in the third quarter 2011 as compared to the third quarter 2010 was the result of higher sales volumes within the Building Materials group and improved gross margins in our Composites business. During the first nine months of 2011, gross margin increased as a result of higher sales volumes within our Roofing business and improved unit margins in our Composites business. These impacts were offset by charges related to actions we took to reduce costs and eliminate unprofitable product lines in our Insulation business during the second quarter.

OTHER ITEMS IMPACTING EARNINGS BEFORE INTEREST AND TAXES

In addition to the items noted above, the year-over-year comparability of earnings before interest and taxes was positively impacted by the $16 million gain from the sale of our Composites glass reinforcement facility in Capivari, Brazil in May 2011. A gain on the sale of precious metals used in production tooling in the first half 2011 also increased EBIT on a year-to-date basis. The gain on the sale of the facility and precious metals are recorded in other (income) expenses on the Consolidated Statements of Earnings.

INTEREST EXPENSE, NET

Interest expense for the nine months ended September 30, 2011 was lower than 2010 due to the impact of the interest rate swap and higher interest income partially offset by higher average borrowing rates.

INCOME TAX EXPENSE

The Company’s effective tax rate for the three and nine months ended September 30, 2011 was 15 percent and 22 percent, respectively. Excluding the effect of discrete items related to the reversal of the valuation allowance and uncertain tax positions, in the nine months ended September 30, 2011, the adjusted effective tax rate was 28 percent. The difference between the 28 percent adjusted effective tax rate and the statutory rate of 35 percent is primarily attributable to lower foreign tax rates and various tax planning initiatives.

Income tax benefit of $854 million for the nine months ended September 30, 2010, was a result of the reversal of a $858 million valuation allowance against certain of the Company’s United States deferred tax assets. The valuation allowance was originally established in 2008 based on the Company’s losses before income taxes in the United States during 2007 and 2008, as well as the Company’s then estimates for near-term results in the United States. Financial performance in the United States during that time period was adversely impacted by the decline in United States housing starts. Since that time, earnings performance in our United States operations has strengthened and our forecasts have improved.

Adjusted Earnings Before Interest and Taxes (“Adjusted EBIT”)

Adjusted EBIT excludes certain significant items that management does not allocate to our segment results because it believes they are not a result of the Company’s current operations. Adjusted EBIT is used internally by the Company for various purposes, including reporting results of operations to the Board of Directors of the Company, analysis of performance and related employee compensation measures. Although management believes that these adjustments result in a measure that provides it a useful representation of our operational performance, the adjusted measure should not be considered in isolation or as a substitute for net earnings attributable to Owens Corning as prepared in accordance with accounting principles generally accepted in the United States.


Table of Contents

 

- 34 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Adjusting items are shown in the table below (in millions):

 

      Three Months Ended
Sept. 30,
    Nine Months Ended
Sept. 30,
 
      2011      2010     2011      2010  

Charges related to cost reduction actions and related items

   $       -       $ (16   $       -       $ (33

Acquisition, integration, transaction, and other costs

     -         (4     -         (6

Net precious metal lease expense

     -         (1     -         (1

 

 

Total adjusting items

   $ -       $ (21   $ -       $ (40

 

 

The reconciliation from net earnings attributable to Owens Corning to Adjusted EBIT is shown in the table below (in millions):

 

      Three Months Ended
Sept. 30,
    Nine Months Ended
Sept. 30,
 
      2011      2010     2011      2010  

NET EARNINGS ATTRIBUTABLE TO OWENS CORNING

   $ 124      $ 58     $ 226      $ 1,043   

Less: Net earnings attributable to noncontrolling interests

     2        3       4         

 

 

NET EARNINGS

     126        61       230        1,049   

Equity in net earnings of affiliates

     -         1       1         

Income tax expense (benefit)

     23        (19     63        (854)   

 

 

EARNINGS BEFORE TAXES

     149        41       292        192   

Interest expense, net

     28        28       81        85   

 

 

EARNINGS BEFORE INTEREST AND TAXES

     177        69       373        277   

Less: adjusting items from above

     -         (21     -         (40)   

 

 

ADJUSTED EARNINGS BEFORE INTEREST AND TAXES

   $       177      $       90     $       373      $       317   

 

 

Segment Results

Earnings before interest and taxes (“EBIT”) by segment consists of net sales less related costs and expenses and are presented on a basis that is used internally for evaluating segment performance. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBIT for our reportable segments and are included in the Corporate, Other and Eliminations category, which is presented following the discussion of our reportable segments.

Composites

The table below provides a summary of net sales, EBIT and depreciation and amortization expense for the Composites segment (in millions):

 

      Three Months Ended
Sept. 30,
    Nine Months Ended
Sept. 30,
 
      2011     2010     2011     2010  

Net sales

   $       496     $       477     $       1,517     $       1,431     

% change from prior year

     4     6     6     21%   

EBIT

   $ 49     $ 43     $ 152     $ 116     

EBIT as a % of net sales

     10     9     10     8%   

Depreciation and amortization expense

   $ 31     $ 32     $ 97     $ 90     

 

 


Table of Contents

 

- 35 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

NET SALES

Net sales for our Composites segment increased for both the quarter and year-to-date comparison. For the third quarter 2011 as compared to 2010, increased sales volume and higher selling prices contributed about equally to the increase in net sales. In addition, the favorable impact of translating sales denominated in foreign currencies into United States dollars, which accounted for more than three fourths of the increase over third quarter 2010, was offset by the divestiture of our Capivari, Brazil facility in May 2011. For the year-to-date comparison, higher selling prices contributed nearly one-half of the increase in net sales. Favorable product mix, which contributed about one-fourth of the increase in net sales, was offset by the divestiture of our Capivari, Brazil facility in May 2011. The remainder of the change in net sales was the impact of translating sales denominated in foreign currencies into United States dollars for 2011 as compared to 2010.

EBIT

For the three months ended September 30, 2011, EBIT was up $6 million. Lower costs achieved through manufacturing productivity drove all of the increase in EBIT as compared to the same period in 2010. In addition, higher selling prices partially offset inflation in material and energy costs. For the nine months ended September 30, 2011, EBIT was up $36 million. Lower costs achieved through manufacturing productivity drove substantially all of the increase in EBIT as compared to the same period in 2010. Higher selling prices more than offset inflation in material and energy costs and there were increases in our selling, general and administrative expenses.

OUTLOOK

We believe demand in this segment has grown with regional industrial demand around the world and that, this relationship will continue. The rate and extent of the market growth is expected to vary among products, end-use markets, geographic regions, and to vary with the global economic cycle. Over time, we expect to increase our production capacity in line with overall global market growth, particularly in developing markets. We have previously announced capacity expansions in Russia and Mexico.

Building Materials

The table below provides a summary of net sales, EBIT and depreciation and amortization expense for the Building Materials segment and our businesses within this segment (in millions):

 

      Three Months Ended
Sept. 30,
    Nine Months Ended
Sept. 30,
 
          2011             2010             2011             2010      

Net sales

        

Insulation

   $       365     $       315     $       981     $       953  

Roofing

     644       404       1,785       1,507  

Other

     -        23       -        66  

Total Building Materials

   $ 1,009     $ 742     $ 2,766     $ 2,526  

% change from prior year

     36     -21     10     -2

EBIT

        

Insulation

   $ (12   $ (18   $ (97   $ (80

Roofing

     156       91       374       368  

Other

     -        (6     -        (16

Total Building Materials

   $ 144     $ 67     $ 277     $ 272  

EBIT as a % of net sales

     14     9     10     11

Depreciation and amortization expense

        

Insulation

   $ 30     $ 34     $ 89     $ 94  

Roofing

     10       9       31       30  

Total Building Materials

   $ 40     $ 43     $ 120     $ 124  


Table of Contents

 

- 36 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

NET SALES

Net sales in our Building Materials segment were higher in both the third quarter 2011 and nine month period ended September 30, 2011, as compared to 2010. The increase in net sales during the third quarter was the result of increased sales volumes within both the Roofing and Insulation businesses. Offsetting this increase was the loss of sales from the divestiture of the United States Masonry Products business.

In our Roofing business, net sales increased significantly for both the three and nine month periods ended September 30, 2011. Sales volume increased for both periods as a result of greater overall United States shingle demand supported by storm activity and market conditions in 2011 as compared to 2010. Weakness in market demand that began in June 2010 persisted throughout the third quarter 2010. Higher sales volume accounted for about three-fourths of the increase in net sales for the three months ended September 30, 2011. The remaining increase in net sales between the third quarter 2011 and 2010 was due to higher selling prices and favorable product mix. Nearly all of the increase in year-to-date sales was due to higher sales volumes and product mix. Selling prices were higher in the third quarter 2011 compared to 2010 as price increases in the second and third quarter 2011 offset price declines in the second half 2010 and the first quarter 2011. On a year-to-date basis, selling prices have been in line with 2010.

In our Insulation business, net sales increased for both the third quarter and year-to-date comparison. Higher sales volumes accounted for more than three-fourths of the increase in net sales in the third quarter 2011 as compared to 2010. Our experience shows that our residential insulation demand lags United States housing starts by approximately three months. Lagged United States housing starts for both the third quarter and year-to-date were down 5 percent. Strength in our United States retail and contractor channels and favorable geographical mix in 2011 as compared to 2010 offset the impact of the decline in United States housing starts. The remaining increase in net sales was about equally impacted by our July 2011 acquisitions of the two FiberTEK facilities and by higher selling prices. For the year-to-date comparison, higher sales volume and customer mix accounted for nearly one-half of the increase in net sales. The remaining increase for the nine months ended September 30, 2011, was due to slightly higher sales prices and the favorable impact of translating sales denominated in foreign currencies into United States dollars.

EBIT

EBIT for our Building Materials segment increased $77 million and $5 million for the three and nine month periods ended September 30, 2011, respectively.

In our Roofing business, EBIT increased by 71 percent in the third quarter 2011 as a result of strong demand supported by storm activity as compared to 2010. Substantially all of the increase during the third quarter 2011 was due to higher sales volumes. The quarter-over-quarter comparison benefitted from storm related demand in 2011 and relative weakness in market demand in the third quarter 2010. Higher selling prices during the third quarter offset raw material inflation, primarily asphalt. For the nine month period ended September 30, 2011, EBIT increased slightly due to higher sales volumes on relatively flat prices. Price increases in the second and third quarter 2011 brought year-to-date selling prices in line with 2010. The benefit of higher sales volumes was offset by significant raw material inflation, primarily asphalt, which negatively impacted year-to-date unit margins as compared to 2010.

In our Insulation business, we reduced EBIT losses for the three month period ended September 30, 2011 as compared to 2010. For the three month period ended September 30, 2011, the increase was driven by favorable manufacturing productivity and cost reductions. Higher sales volumes and selling prices were offset by inflation in raw materials. For the nine month period ended September 30, 2011, higher selling prices were more than offset by inflation, contributing about half of the increase in EBIT losses as compared to 2010. The remaining change was due to lower sales volumes in the first half of 2011 as compared to 2010 and costs associated with the launch of EcoTouch™.


Table of Contents

 

- 37 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

OUTLOOK

We expect that continued weakness in the United States housing industry will depress new residential construction-related demand through the remainder of the year and into 2012. The timing and pace of recovery of the United States housing market remains uncertain.

In our Roofing business, we expect that the margins seen in recent years will continue to drive profitability. Uncertainties that may impact our Roofing margins include competitive pricing pressure and the cost and availability of raw materials, particularly asphalt.

In our Insulation business, we believe the geographic, product, and channel mix of our portfolio may continue to moderate the impact of sustained demand-driven weakness associated with United States new construction. Should the recovery of new construction be sooner and faster than anticipated, we are prepared to respond to increased demand by bringing additional production capacity back on-line.

Corporate, Other and Eliminations

The table below provides a summary of EBIT and depreciation and amortization expense for the Corporate, Other and Eliminations category (in millions):

 

      Three Months Ended
Sept. 30,
    Nine Months Ended
Sept. 30,
 
          2011             2010             2011             2010      

Charges related to cost reduction actions and related items

   $ -      $ (16   $ (17   $ (33

Acquisition, integration, transaction and other costs

     -        (4     -        (6

Net precious metal lease expense

     -        (1     -        (1

Gain on sale of Capivari, Brazil facility

     -        -        16       -   

General corporate expense and other

     (16     (20     (55     (71

 

 

EBIT

   $ (16   $ (41   $ (56   $ (111

 

 

Depreciation and amortization

   $       7     $       8     $       26     $       28  

 

 

EBIT

In Corporate, Other and Eliminations, EBIT losses reduced for the third quarter 2011 primarily because there were no charges related to cost reduction actions and integration costs in 2011 compared to the charges which incurred in the third quarter 2010. General corporate expenses decreased in the third quarter 2011 as compared to 2010 due to lower stock-based compensation expense and reduced foreign currency losses partially offset by increases in other corporate expenses. A portion of stock based compensation is dependent upon our stock price, which decreased significantly during the third quarter 2011 which resulted in lower stock based compensation expense.

In Corporate, Other and Eliminations, EBIT losses reduced for the nine months ended September 30, 2011 primarily as a result of lower charges related to cost reduction actions and integration costs in 2011 compared to 2010. The 2011 charges related to actions we took as a result of evaluating ongoing market conditions in our Insulation business. The 2010 charges were related to actions we took to balance our global Composites capacity. In addition, the nine month period of 2011 was impacted by a $16 million gain on sale of our glass reinforcements facility in Capivari, Brazil in May 2011. General corporate expense and other for the nine months ended September 30, 2011 as compared to 2010 benefited from gains from the sale of precious metal used in production tooling in the first half 2011, reduced foreign currency losses and lower stock-based compensation expense. These impacts were offset by increases in other corporate expenses. The decrease in stock based compensation expense was driven by the significant decrease in our stock price during the third quarter of 2010.


Table of Contents

 

- 38 -

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Liquidity

We have an $800 million senior revolving credit facility and a $250 million receivables securitization facility, which serve as our primary sources of liquidity. We amended the credit facility on July 27, 2011, to mature in July 2016 and reduce pricing. The receivables securitization facility was established on March 31, 2011, and will mature on March 29, 2012. We have no other significant debt maturities before 2016. As of September 30, 2011, we had $5 million available on the securitization facility and we had $612 million available on the senior revolving credit facility. As of September 30, 2011, we had $2.1 billion of total debt and cash-on-hand of $50 million.

We expect that our cash on hand, coupled with future cash flows from operations and other available sources of liquidity, including our senior revolving credit facility, will provide ample liquidity to allow us to meet our cash requirements. Our anticipated uses of cash include capital expenditures, working capital needs, pension contributions, meeting financial obligations and reducing outstanding amounts under the senior revolving credit facility and receivables securitization facility. We have an outstanding share repurchase authorization and will evaluate and consider repurchasing shares of our common stock as well as strategic acquisitions, divestitures, joint ventures and other transactions to create stockholder value and enhance financial performance. Such transactions may require cash expenditures beyond current sources of liquidity or generate proceeds.

While the general economic environment has improved, we are closely monitoring the potential impact of changes in the operating conditions of our customers on our operating results. To date, changes in the operating conditions of our customers have not had a material adverse impact on our operating results; however, it is possible that we could experience material losses in the future if current economic conditions continue or worsen.

The credit agreement applicable to our senior revolving credit facility and the receivables securitization facility contain various covenants that we believe are usual and customary for agreements of these types. The senior revolving credit facility includes a maximum allowed leverage ratio and a minimum required interest expense coverage ratio. We were well within compliance with these covenants as of September 30, 2011.

Cash Flows

The following table presents a summary of our cash balance and cash flows (in millions):

 

      Three Months Ended
Sept. 30,
    Nine Months Ended
Sept. 30,
 
          2011             2010             2011             2010      

Cash balance

   $       50     $ 35     $ 50     $ 35  

Cash provided by operating activities

   $ 193     $       147     $ 59     $       281  

Cash used for investing activities

   $ (171   $ (76   $ (306   $ (183

Cash provided by (used for) financing activities

   $ -      $ (68   $       265     $ (622

Unused committed credit available under the senior revolving credit facility

   $ 612     $ 658     $ 612     $ 658  

 

 

Operating activities: In the first nine months of 2011, we generated $59 million of cash from operations compared to $281 million in the same period in 2010. Nearly all of this decrease in cash from operations was due to increases in working capital primarily related to higher demand for our roofing shingles and higher inventory in our Composites business. In addition, during the first nine months of 2011, we contributed $75 million more to our pension plans than we did in the same period in 2010.

Investing activities: The increase in cash flow used for investing activities in the nine months ended September 30, 2011, compared to the first nine months in 2010 was primarily the result of greater additions to plant and equipment, particularly in our Composites business, and the acquisitions of two FiberTEK facilities for $84 million. Offsetting this use of cash were $55 million of proceeds from the sale of the Company’s Composites glass reinforcements facility in Capivari, Brazil.

Financing activities: Cash used for financing activities for the nine months ended September 30, 2010 was primarily due to the repayment of our $600 million senior term loan. The 2011 increase in cash provided by financing is due to borrowings to support our increased working capital and our investing activities. Offsetting this increase in cash provided by financing activities were share repurchases during the nine months ended September 30, 2011.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

2011 Investments

Capital Expenditures: The Company will continue a balanced approach to the use of its cash flow. Operational cash flow will be used to fund the Company’s growth and innovation. Capital expenditures, excluding purchases of precious metals, in 2011 are expected to be greater than those in 2010, and more than depreciation and amortization expense.

The Company will also continue to evaluate projects and acquisitions that provide opportunities for growth in our businesses, and invest in them when they meet our strategic and financial criteria. On July 31, 2011, the Company’s subsidiary, Owens Corning Insulating Systems, LLC completed two acquisitions. It acquired FiberTEK Insulation West, LLC, an insulation manufacturing operation located in Nephi, Utah and FiberTEK Insulation, LLC, an insulation manufacturing operation located in Lakeland, Florida from third parties unrelated to the Company, for a total of $84 million in cash and $25 million in deferred payments.

Tax Net Operating Losses

Upon emergence and subsequent distribution of contingent stock and cash in January 2007, we generated a significant United States federal tax net operating loss of approximately $3.0 billion. As of September 30, 2011, our federal tax net operating losses remaining were $2.3 billion. Our net operating losses are subject to the limitations imposed under section 382 of the Internal Revenue Code. These limits are triggered when a change in control occurs, and are computed based upon several variable factors including the share price of the Company’s common stock on the date of the change in control. A change in control is generally defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling three year period. Our initial three year period for measuring an ownership change started at October 31, 2006.

In addition to the United States net operating losses described above, we have net operating losses in various foreign jurisdictions, which totaled $552 million as of December 31, 2010. Our ability to utilize these net operating losses may be limited as a result of certain events, such as insufficient future taxable income prior to expiration of the net operating losses. Should we determine that it is likely that our recorded net operating loss benefits are not realizable, we would be required to reduce the net operating loss tax benefits reflected on our Consolidated Financial Statements to the net realizable amount by establishing an accounting valuation allowance and recording a corresponding charge to current earnings. To date, we have recorded valuation allowances against certain of these deferred tax assets.

Pension Contributions

The Company has several defined benefit pension plans. The Company made cash contributions of approximately $104 million and $29 million to the plans during the nine months ended September 30, 2011 and 2010, respectively. The Company expects to contribute $116 million in cash to its global pension plans during 2011. Actual contributions to the plans may change as a result of a variety of factors, including changes in laws that impact funding requirements. The ultimate cash flow impact to the Company, if any, of the pension plan liability and the timing of any such impact will depend on numerous variables, including future changes in actuarial assumptions, legislative changes to pension funding laws, and market conditions.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Derivatives

To mitigate some of the near-term volatility in our earnings and cash flows, we use financial and derivative instruments to hedge certain exposures, principally currency- and energy-related. Our current hedging practice is to hedge a variable percentage of certain energy and energy-related exposures. Our policy is to hedge up to 75 percent of our total forecasted natural gas exposures for the next two months, up to 50 percent for the following four months, and lesser amounts for the remaining periods. We currently have hedged a portion of our exposures for the next 15 months. Going forward, the results of our hedging practice could be positive, neutral or negative in any period depending on price changes in the hedged exposures, and will tend to mitigate near-term volatility in the exposures hedged. The practice is neither intended nor expected to mitigate longer term exposures.

Our current practice is to manage our interest rate exposure by balancing the mixture of our fixed and variable rate instruments. We utilize, among other strategies, interest rate swaps to achieve this balance in interest rate exposures. In 2009, we entered into interest rate swaps to convert $500 million of our fixed rate debt due in 2016 to a variable rate based on LIBOR.

Fair Value Measurement

Items Measured at Fair Value

The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Off Balance Sheet Arrangements

The Company has entered into limited off balance sheet arrangements, as defined under Securities and Exchange Commission rules, in the ordinary course of business. These arrangements include a limited amount of unrecorded contingent payment obligations under acquisition purchase agreements which are not material. The Company does not believe these arrangements will have a material effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations

In the normal course of business, we enter into contractual obligations to make payments to third parties. During the nine months ended September 30, 2011, there were no material changes to such contractual obligations outside the ordinary course of our business.


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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

SAFETY

Working safely is a condition of employment at Owens Corning. We believe this organization-wide expectation provides for a safer work environment for employees, improves our manufacturing processes, reduces our costs and enhances our reputation. Furthermore, striving to be a world-class leader in safety provides a platform for all employees to understand and apply the resolve necessary to be a high-performing, global organization. We measure our progress on safety based on Recordable Incidence Rate (“RIR”) as defined by the United States Department of Labor, Bureau of Labor Statistics. In the nine months ended September 30, 2011, our RIR improved approximately 25% over our full year performance throughout 2010.

ADOPTION OF NEW ACCOUNTING STANDARDS

In September 2011, the Financial Accounting Standards Board (“FASB”) issued updated guidance on the periodic testing of goodwill for impairment. The updated guidance gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendment is intended to reduce the cost and complexity of the annual goodwill impairment test by providing entities an option to perform a qualitative assessment to determine whether further impairment testing is necessary. The updated accounting guidance is effective for fiscal years beginning after December 15, 2011, with early adoption permitted. The Company currently believes there will be no impact on its consolidated financial statements.

ENVIRONMENTAL MATTERS

We have been deemed by the Environmental Protection Agency (“EPA”) to be a Potentially Responsible Party (“PRP”) with respect to certain sites under the Comprehensive Environmental Response Compensation and Liability Act. We have also been deemed a PRP under similar state or local laws and in other instances other PRPs have brought suits against us as a PRP for contribution under such federal, state, or local laws. At September 30, 2011, we had environmental remediation liabilities as a PRP at 21 sites where we have a continuing legal obligation to either complete remedial actions or contribute to the completion of remedial actions as part of a group of PRPs. For these sites we estimate a reserve to reflect environmental liabilities that have been asserted or are probable of assertion, in which liabilities are probable and reasonably estimable. At September 30, 2011, our estimated liability for such items was $9 million.


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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Our disclosures and analysis in this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements present our current forecasts and estimates of future events. These statements do not strictly relate to historical or current results and can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “project,” “strategy,” “will” and other terms of similar meaning or import in connection with any discussion of future operating, financial or other performance. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected in the statements. These risks, uncertainties and other factors include, without limitation:

 

 

economic and political conditions, including new legislation or other governmental actions;

 

 

levels of residential and commercial construction activity;

 

 

competitive factors;

 

 

pricing factors;

 

 

weather conditions;

 

 

our level of indebtedness;

 

 

industry and economic conditions that affect the market and operating conditions of our customers, suppliers or lenders;

 

 

availability and cost of raw materials;

 

 

availability and cost of credit;

 

 

interest rate movements;

 

 

issues related to acquisitions, divestitures and joint ventures;

 

 

our ability to utilize our net operating loss carryforwards;

 

 

achievement of expected synergies, cost reductions and/or productivity improvements;

 

 

issues involving implementation of new business systems;

 

 

foreign exchange fluctuations;

 

 

research and development activities;

 

 

difficulties in managing production capacity; and

 

 

labor disputes.

All forward-looking statements in this report should be considered in the context of the risk and other factors described above and as detailed from time to time in the Company’s Securities and Exchange Commission filings. Any forward-looking statements speak only as of the date the statement is made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this report are cautioned not to place undue reliance on the forward-looking statements.


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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Please refer to the Company’s 2010 annual report on Form 10-K for the Company’s quantitative and qualitative disclosures about market risk.

 

ITEM 4. CONTROLS AND PROCEDURES

The Company maintains (a) disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, (the “Exchange Act”)), and (b) internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

There have not been any changes in the Company’s internal control over financial reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.


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PART II

 

ITEM 1. LEGAL PROCEEDINGS

The Company has nothing to report under this Item.

 

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors as disclosed in the Company’s annual report on Form 10-K for the year ended December 31, 2010.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Owens Corning has nothing to report under this Item.

Issuer Purchases of Equity Securities

The following table provides information about Owens Corning’s purchases of its common stock during each month during the quarterly period covered by this report:

 

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, 2011

     600,000     $       36.51        600,000        5,880,497  

August 1-31, 2011

     2,220,712       28.54        2,219,200        3,661,297  

September 1-30, 2011

     -        -         -         3,661,297  

 

 

Total

     2,820,712   $ 30.24        2,819,200     

 

 

 

* The Company retained 1,512 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted shares granted to our employees.

 

** On August 4, 2010, the Company announced a share buy-back program under which the Company is authorized to repurchase up to 10 million shares of Owens Corning’s outstanding common stock. Under the buy-back program, shares may be repurchased through open market, privately negotiated, or other transactions. The timing and actual number of shares repurchased will depend on market conditions and other factors and will be at the Company’s discretion.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has nothing to report under this Item.

 

ITEM 4. (REMOVED AND RESERVED)

 

ITEM 5. OTHER INFORMATION

The Company has nothing to report under this Item.

 

ITEM 6. EXHIBITS

See Exhibit Index below, which is incorporated here by reference.


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Owens Corning has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

      OWENS CORNING
      Registrant

Date:

 

October 26, 2011

  By:  

/s/ Duncan J. Palmer

     

Duncan J. Palmer

     

Senior Vice President and

     

Chief Financial Officer

     

(as duly authorized officer)

Date:

 

October 26, 2011

  By:  

/s/ Mark W. Mayer

     

Mark W. Mayer

     

Vice President and

     

Chief Accounting Officer


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- 46 -

EXHIBIT INDEX

 

Exhibit
Number

  

Description

10.1    Second amendment to Credit Agreement, dated as of July 27, 2011 (incorporated by reference to Exhibit 10.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed July 29, 2011).
31.1    Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).
31.2    Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).
32.1    Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
32.2    Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
99.1    Subsidiaries of Owens Corning (filed herewith).
101.INS    XBRL Instance Document
101.SCH    XBRL Taxonomy Extension Schema
101.CAL    XBRL Taxonomy Extension Calculation Linkbase
101.DEF    XBRL Taxonomy Extension Definition Linkbase
101.LAB    XBRL Taxonomy Extension Label Linkbase
101.PRE    XBRL Taxonomy Extension Presentation Linkbase