DOCUMENT AND ENTITY INFORMATION
DOCUMENT AND ENTITY INFORMATION - shares | 9 Months Ended | |
Sep. 30, 2023 | Oct. 20, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Sep. 30, 2023 | |
Document Transition Report | false | |
Entity File Number | 1-33100 | |
Entity Registrant Name | Owens Corning | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 43-2109021 | |
Entity Address, Address Line One | One Owens Corning Parkway, | |
Entity Address, City or Town | Toledo, | |
Entity Address, State or Province | OH | |
Entity Address, Postal Zip Code | 43659 | |
City Area Code | 419 | |
Local Phone Number | 248-8000 | |
Title of 12(b) Security | Common Stock, par value $0.01 per share | |
Trading Symbol | OC | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock Shares Outstanding | 88,874,956 | |
Entity Central Index Key | 0001370946 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
CONSOLIDATED STATEMENTS OF EARN
CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) shares in Millions, $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
NET SALES | $ 2,479 | $ 2,529 | $ 7,373 | $ 7,476 |
COST OF SALES | 1,752 | 1,836 | 5,305 | 5,430 |
Gross margin | 727 | 693 | 2,068 | 2,046 |
OPERATING EXPENSES | ||||
Marketing and administrative expenses | 201 | 201 | 612 | 586 |
Science and technology expenses | 29 | 26 | 85 | 73 |
Gain on equity method investment | 0 | (130) | 0 | (130) |
Gain on sale of site | 0 | 0 | (189) | 0 |
Other expense (income), net | 35 | (12) | 77 | (18) |
Total operating expenses | 265 | 85 | 585 | 511 |
OPERATING INCOME | 462 | 608 | 1,483 | 1,535 |
Non-operating income | (1) | (2) | (1) | (6) |
EARNINGS BEFORE INTEREST AND TAXES | 463 | 610 | 1,484 | 1,541 |
Interest expense, net | 17 | 28 | 62 | 82 |
EARNINGS BEFORE TAXES | 446 | 582 | 1,422 | 1,459 |
Income tax expense | 110 | 114 | 361 | 340 |
Equity in net earnings of affiliates | 1 | 1 | 2 | 0 |
NET EARNINGS | 337 | 469 | 1,063 | 1,119 |
Net (loss) earnings attributable to non-redeemable and redeemable noncontrolling interests | 0 | (1) | (2) | 2 |
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING | $ 337 | $ 470 | $ 1,065 | $ 1,117 |
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS | ||||
Basic (in dollars per share) | $ 3.74 | $ 4.88 | $ 11.75 | $ 11.42 |
Diluted (in dollars per share) | $ 3.71 | $ 4.84 | $ 11.64 | $ 11.32 |
WEIGHTED AVERAGE COMMON SHARES | ||||
Basic (in shares) | 90 | 96.3 | 90.6 | 97.8 |
Diluted (in shares) | 90.9 | 97.1 | 91.5 | 98.7 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
NET EARNINGS | $ 337 | $ 469 | $ 1,063 | $ 1,119 |
Other comprehensive (loss) income, net of tax: | ||||
Currency translation adjustment (net of tax of $(2) and $0 for the three months ended September 30, 2023 and 2022, respectively, and $(2) and $(1) for the nine months ended September 30, 2023 and 2022, respectively) | (73) | (161) | (33) | (243) |
Pension and other postretirement adjustment (net of tax of $0 and $0 for the three months ended September 30, 2023 and 2022, respectively, and $0 and $(1) for the nine months ended September 30, 2023 and 2022, respectively) | 2 | 6 | (1) | 15 |
Hedging adjustment (net of tax of $(2) and $(2) for the three months ended September 30, 2023 and 2022, respectively, and $(4) and $(9) for the nine months ended September 30, 2023 and 2022, respectively) | 5 | 6 | 11 | 29 |
Other comprehensive loss, net of tax | (66) | (149) | (23) | (199) |
COMPREHENSIVE EARNINGS | 271 | 320 | 1,040 | 920 |
Comprehensive loss attributable to non-redeemable and redeemable noncontrolling interests | (1) | (2) | (4) | (2) |
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING | $ 272 | $ 322 | $ 1,044 | $ 922 |
CONSOLIDATED STATEMENTS OF CO_2
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Parenthetical) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Statement of Comprehensive Income [Abstract] | ||||
Currency translation tax | $ (2) | $ 0 | $ (2) | $ (1) |
Pension and other postretirement adjustment | 0 | 0 | 0 | (1) |
Hedging tax | $ (2) | $ (2) | $ (4) | $ (9) |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 | |
CURRENT ASSETS | |||
Cash and cash equivalents | $ 1,323 | $ 1,099 | |
Receivables, less allowance of $12 at September 30, 2023 and $11 at December 31, 2022 | 1,300 | 961 | |
Inventories | 1,232 | 1,334 | |
Assets held for sale | 0 | 45 | |
Other current assets | 94 | 117 | |
Total current assets | 3,949 | 3,556 | |
Property, plant and equipment, net | 3,688 | 3,729 | |
Operating lease right-of-use assets | 216 | 204 | |
Goodwill | 1,378 | 1,383 | |
Intangible assets | 1,526 | 1,602 | |
Deferred income taxes | 19 | 16 | |
Other non-current assets | 293 | 262 | |
TOTAL ASSETS | 11,069 | 10,752 | |
CURRENT LIABILITIES | |||
Accounts payable | 1,161 | 1,345 | |
Current operating lease liabilities | 60 | 52 | |
Other current liabilities | 605 | 707 | |
Total current liabilities | 1,826 | 2,104 | |
Long-term debt, net of current portion | 3,002 | 2,992 | |
Pension plan liability | 73 | 78 | |
Other employee benefits liability | 116 | 118 | |
Non-current operating lease liabilities | 156 | 152 | |
Deferred income taxes | 430 | 388 | |
Other liabilities | 316 | 299 | |
Total liabilities | 5,919 | 6,131 | |
Redeemable noncontrolling interest | 25 | 25 | |
OWENS CORNING STOCKHOLDERS’ EQUITY | |||
Preferred stock, par value $0.01 per share | [1] | 0 | 0 |
Common stock, par value $0.01 per share | [2] | 1 | 1 |
Additional paid in capital | 4,152 | 4,139 | |
Accumulated earnings | 4,718 | 3,794 | |
Accumulated other comprehensive deficit | (703) | (681) | |
Cost of common stock in treasury | [3] | (3,063) | (2,678) |
Total Owens Corning stockholders’ equity | 5,105 | 4,575 | |
Noncontrolling interests | 20 | 21 | |
Total equity | 5,125 | 4,596 | |
TOTAL LIABILITIES AND EQUITY | $ 11,069 | $ 10,752 | |
[1]10 shares authorized; none issued or outstanding at September 30, 2023 and December 31, 2022[2]400 shares authorized; 135.5 issued and 88.9 outstanding at September 30, 2023; 135.5 issued and 91.9 outstanding at December 31, 2022[3]46.6 shares at September 30, 2023 and 43.6 shares at December 31, 2022 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 12 | $ 11 |
Preferred stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Preferred stock, authorized (in shares) | 10,000,000 | 10,000,000 |
Preferred stock, outstanding (in shares) | 0 | 0 |
Preferred stock, issued (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 |
Common stock, authorized (in shares) | 400,000,000 | 400,000,000 |
Common stock, issued (in shares) | 135,500,000 | 135,500,000 |
Common stock, outstanding (in shares) | 88,900,000 | 91,900,000 |
Treasury stock (in shares) | 46,600,000 | 43,600,000 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Millions, $ in Millions | Total | Common Stock Outstanding | Treasury Stock | APIC | Accumulated Earnings | AOCI | NCI | ||||
Beginning balance at Dec. 31, 2021 | $ 4,335 | $ 1 | $ (1,922) | $ 4,092 | [1] | $ 2,706 | $ (581) | [2] | $ 39 | [3] | |
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 100.4 | ||||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | 35.1 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net earnings attributable to Owens Corning | 304 | 304 | |||||||||
Net earnings attributable to non-redeemable noncontrolling interests | 3 | 3 | [3] | ||||||||
Currency translation adjustment | (28) | (27) | [2] | (1) | [3] | ||||||
Pension and other postretirement adjustment (net of tax) | 3 | 3 | [2] | ||||||||
Deferred gain (loss) on hedging transactions (net of tax) | 24 | 24 | [2] | ||||||||
Purchases of noncontrolling interest | (9) | 8 | [1] | (17) | [3] | ||||||
Issuance of common stock under share-based payment plans, shares | 0.4 | (0.4) | |||||||||
Issuance of common stock under share-based payment plans | $ 21 | (21) | [1] | ||||||||
Purchases of treasury stock (shares) | (2.7) | 2.7 | |||||||||
Purchases of treasury stock | (243) | $ (243) | |||||||||
Stock-based compensation expense | 12 | 12 | [1] | ||||||||
Dividends declared | [4] | (36) | (36) | ||||||||
Ending balance at Mar. 31, 2022 | 4,365 | $ 1 | $ (2,144) | 4,091 | [1] | 2,974 | (581) | [2] | 24 | [3] | |
Common stock, ending balance (in shares) at Mar. 31, 2022 | 98.1 | ||||||||||
Treasury stock, ending balance (in shares) at Mar. 31, 2022 | 37.4 | ||||||||||
Beginning balance at Dec. 31, 2021 | 4,335 | $ 1 | $ (1,922) | 4,092 | [1] | 2,706 | (581) | [2] | 39 | [3] | |
Common stock, beginning balance (in shares) at Dec. 31, 2021 | 100.4 | ||||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | 35.1 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net earnings attributable to Owens Corning | 1,117 | ||||||||||
Net earnings attributable to non-redeemable noncontrolling interests | 2 | ||||||||||
Ending balance at Sep. 30, 2022 | 4,661 | $ 1 | $ (2,428) | 4,124 | [1] | 3,719 | (776) | [2] | 21 | [3] | |
Common stock, ending balance (in shares) at Sep. 30, 2022 | 94.7 | ||||||||||
Treasury stock, ending balance (in shares) at Sep. 30, 2022 | 40.8 | ||||||||||
Beginning balance at Mar. 31, 2022 | 4,365 | $ 1 | $ (2,144) | 4,091 | [1] | 2,974 | (581) | [2] | 24 | [3] | |
Common stock, beginning balance (in shares) at Mar. 31, 2022 | 98.1 | ||||||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2022 | 37.4 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net earnings attributable to Owens Corning | 343 | 343 | |||||||||
Currency translation adjustment | (54) | (52) | [2] | (2) | [3] | ||||||
Pension and other postretirement adjustment (net of tax) | 6 | 6 | [2] | ||||||||
Deferred gain (loss) on hedging transactions (net of tax) | (1) | (1) | [2] | ||||||||
Issuance of common stock under share-based payment plans, shares | 0.1 | (0.1) | |||||||||
Issuance of common stock under share-based payment plans | 12 | $ 9 | 3 | [1] | |||||||
Purchases of treasury stock (shares) | (1) | 1 | |||||||||
Purchases of treasury stock | (87) | $ (87) | |||||||||
Stock-based compensation expense | 13 | 13 | [1] | ||||||||
Dividends declared | [4] | (35) | (35) | ||||||||
Ending balance at Jun. 30, 2022 | 4,562 | $ 1 | $ (2,222) | 4,107 | [1] | 3,282 | (628) | [2] | 22 | [3] | |
Common stock, ending balance (in shares) at Jun. 30, 2022 | 97.2 | ||||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | 38.3 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net earnings attributable to Owens Corning | 470 | 470 | |||||||||
Net earnings attributable to non-redeemable noncontrolling interests | (1) | ||||||||||
Redeemable noncontrolling interest adjustment to redemption value | (1) | (1) | [1] | ||||||||
Currency translation adjustment | (161) | (160) | [2] | (1) | [3] | ||||||
Pension and other postretirement adjustment (net of tax) | 6 | 6 | [2] | ||||||||
Deferred gain (loss) on hedging transactions (net of tax) | 6 | 6 | [2] | ||||||||
Issuance of common stock under share-based payment plans | 5 | 5 | [1] | ||||||||
Purchases of treasury stock (shares) | (2.5) | 2.5 | |||||||||
Purchases of treasury stock | (206) | $ (206) | |||||||||
Stock-based compensation expense | 13 | 13 | [1] | ||||||||
Dividends declared | [4] | (33) | (33) | ||||||||
Ending balance at Sep. 30, 2022 | 4,661 | $ 1 | $ (2,428) | 4,124 | [1] | 3,719 | (776) | [2] | 21 | [3] | |
Common stock, ending balance (in shares) at Sep. 30, 2022 | 94.7 | ||||||||||
Treasury stock, ending balance (in shares) at Sep. 30, 2022 | 40.8 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ 4,596 | $ 1 | $ (2,678) | 4,139 | [5] | 3,794 | (681) | [6] | 21 | [7] | |
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 91.9 | 91.9 | |||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 43.6 | 43.6 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net earnings attributable to Owens Corning | $ 383 | 383 | |||||||||
Redeemable noncontrolling interest adjustment to redemption value | (1) | (1) | [5] | ||||||||
Currency translation adjustment | 31 | 31 | [6] | ||||||||
Pension and other postretirement adjustment (net of tax) | (1) | (1) | [6] | ||||||||
Deferred gain (loss) on hedging transactions (net of tax) | (1) | (1) | [6] | ||||||||
Issuance of common stock under share-based payment plans, shares | 0.7 | (0.7) | |||||||||
Issuance of common stock under share-based payment plans | 1 | $ 23 | (22) | [5] | |||||||
Purchases of treasury stock (shares) | (1.8) | 1.8 | |||||||||
Purchases of treasury stock | (161) | $ (161) | |||||||||
Stock-based compensation expense | 13 | 13 | [5] | ||||||||
Dividends declared | [8] | (48) | (48) | ||||||||
Ending balance at Mar. 31, 2023 | 4,812 | $ 1 | $ (2,816) | 4,129 | [5] | 4,129 | (652) | [6] | 21 | [7] | |
Common stock, ending balance (in shares) at Mar. 31, 2023 | 90.8 | ||||||||||
Treasury stock, ending balance (in shares) at Mar. 31, 2023 | 44.7 | ||||||||||
Beginning balance at Dec. 31, 2022 | $ 4,596 | $ 1 | $ (2,678) | 4,139 | [5] | 3,794 | (681) | [6] | 21 | [7] | |
Common stock, beginning balance (in shares) at Dec. 31, 2022 | 91.9 | 91.9 | |||||||||
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 43.6 | 43.6 | |||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net earnings attributable to Owens Corning | $ 1,065 | ||||||||||
Net earnings attributable to non-redeemable noncontrolling interests | (2) | ||||||||||
Ending balance at Sep. 30, 2023 | $ 5,125 | $ 1 | $ (3,063) | 4,152 | [5] | 4,718 | (703) | [6] | 20 | [7] | |
Common stock, ending balance (in shares) at Sep. 30, 2023 | 88.9 | 88.9 | |||||||||
Treasury stock, ending balance (in shares) at Sep. 30, 2023 | 46.6 | 46.6 | |||||||||
Beginning balance at Mar. 31, 2023 | $ 4,812 | $ 1 | $ (2,816) | 4,129 | [5] | 4,129 | (652) | [6] | 21 | [7] | |
Common stock, beginning balance (in shares) at Mar. 31, 2023 | 90.8 | ||||||||||
Treasury stock, beginning balance (in shares) at Mar. 31, 2023 | 44.7 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net earnings attributable to Owens Corning | 345 | 345 | |||||||||
Currency translation adjustment | 9 | 10 | [6] | (1) | [7] | ||||||
Pension and other postretirement adjustment (net of tax) | (2) | (2) | [6] | ||||||||
Deferred gain (loss) on hedging transactions (net of tax) | 7 | 7 | [6] | ||||||||
Issuance of common stock under share-based payment plans, shares | 0.1 | (0.1) | |||||||||
Issuance of common stock under share-based payment plans | 12 | $ 12 | |||||||||
Purchases of treasury stock (shares) | (1.1) | 1.1 | |||||||||
Purchases of treasury stock | (116) | $ (116) | |||||||||
Stock-based compensation expense | 14 | 14 | [5] | ||||||||
Dividends declared | [8] | (47) | (47) | ||||||||
Ending balance at Jun. 30, 2023 | 5,034 | $ 1 | $ (2,920) | 4,143 | [5] | 4,427 | (637) | [6] | 20 | [7] | |
Common stock, ending balance (in shares) at Jun. 30, 2023 | 89.8 | ||||||||||
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | 45.7 | ||||||||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||||
Net earnings attributable to Owens Corning | 337 | 337 | |||||||||
Net earnings attributable to non-redeemable noncontrolling interests | 0 | ||||||||||
Currency translation adjustment | (73) | (73) | [6] | ||||||||
Pension and other postretirement adjustment (net of tax) | 2 | 2 | [6] | ||||||||
Deferred gain (loss) on hedging transactions (net of tax) | 5 | 5 | [6] | ||||||||
Issuance of common stock under share-based payment plans, shares | 0.1 | (0.1) | |||||||||
Issuance of common stock under share-based payment plans | $ 2 | (2) | [5] | ||||||||
Purchases of treasury stock (shares) | (1) | 1 | |||||||||
Purchases of treasury stock | (145) | $ (145) | |||||||||
Stock-based compensation expense | 11 | 11 | [5] | ||||||||
Dividends declared | [8] | (46) | (46) | ||||||||
Ending balance at Sep. 30, 2023 | $ 5,125 | $ 1 | $ (3,063) | $ 4,152 | [5] | $ 4,718 | $ (703) | [6] | $ 20 | [7] | |
Common stock, ending balance (in shares) at Sep. 30, 2023 | 88.9 | 88.9 | |||||||||
Treasury stock, ending balance (in shares) at Sep. 30, 2023 | 46.6 | 46.6 | |||||||||
[1]Additional Paid in Capital (“APIC”)[2]Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”)[3]Noncontrolling Interests (“NCI”)[4]Quarterly dividend declaration of $0.35 per share as September 30, 2022, June 30, 2022 and March 31, 2022[5]Additional Paid in Capital (“APIC”)[6]Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”)[7]Noncontrolling Interests (“NCI”)[8]Quarterly dividend declaration of $0.52 per share as of September 30, 2023, June 30, 2023 and March 31, 2023 |
CONSOLIDATED STATEMENTS OF ST_2
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||||||
Dividends (dollars per share) | $ 0.52 | $ 0.52 | $ 0.52 | $ 0.35 | $ 0.35 | $ 0.35 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES | |||||
NET EARNINGS | $ 337 | $ 469 | $ 1,063 | $ 1,119 | |
Adjustments to reconcile net earnings to cash provided by operating activities: | |||||
Depreciation and amortization | 446 | 400 | |||
Deferred income taxes | 40 | 48 | |||
Provision for pension and other employee benefits liabilities | 3 | 2 | |||
Stock-based compensation expense | 38 | 38 | |||
Gains on sale of certain precious metals | (2) | (18) | |||
Gain on equity method investment | 0 | (130) | 0 | (130) | |
Gain on sale of site | 0 | 0 | (189) | 0 | |
Other adjustments to reconcile net earnings to cash provided by operating activities | 20 | (1) | |||
Changes in operating assets and liabilities | (384) | (333) | |||
Pension fund contribution | (4) | (5) | |||
Payments for other employee benefits liabilities | (8) | (5) | |||
Other | (2) | (30) | |||
Net cash flow provided by operating activities | 1,021 | 1,085 | |||
NET CASH FLOW USED FOR INVESTING ACTIVITIES | |||||
Cash paid for property, plant, and equipment | (390) | (306) | |||
Proceeds from the sale of assets or affiliates | 189 | 103 | |||
Investment in subsidiaries and affiliates, net of cash acquired | (6) | (417) | |||
Derivative settlements | 0 | 52 | |||
Other | (12) | (5) | |||
Net cash flow used for investing activities | (219) | (573) | |||
NET CASH FLOW USED FOR FINANCING ACTIVITIES | |||||
Purchases of noncontrolling interest | 0 | (9) | |||
Net decrease in short-term debt | (1) | (5) | |||
Dividends paid | (142) | (103) | |||
Purchases of treasury stock | (419) | (536) | |||
Finance lease payments | (24) | (23) | |||
Other | 1 | 1 | |||
Net cash flow used for financing activities | (585) | (675) | |||
Effect of exchange rate changes on cash | 8 | (45) | |||
Net increase (decrease) in cash, cash equivalents and restricted cash | 225 | (208) | |||
Cash, cash equivalents and restricted cash at beginning of period | 1,107 | 966 | $ 966 | ||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ 1,332 | $ 758 | $ 1,332 | $ 758 | $ 1,107 |
GENERAL
GENERAL | 9 Months Ended |
Sep. 30, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
GENERAL | 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, normal recurring 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, 2022 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 (“U.S.”). 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 annual report on Form 10-K for the year ended December 31, 2022 (the “2022 Form 10-K”). Certain reclassifications have been made to the periods presented for 2022 to conform to the classifications used in the periods presented for 2023. Revenue Recognition As of December 31, 2022, our contract liability balances (for extended warranties, down payments and deposits, collectively) totaled $89 million, of which $17 million was recognized as revenue in the first nine months of 2023. As of September 30, 2023, our contract liability balances totaled $96 million. As of December 31, 2021, our contract liability balances totaled $76 million, of which $16 million was recognized as revenue in the first nine months of 2022. As of September 30, 2022, our contract liability balances totaled $86 million. Cash, Cash Equivalents and Restricted Cash On the Consolidated Statements of Cash Flows, the total of Cash, cash equivalents and restricted cash includes restricted cash of $9 million as of September 30, 2023, $8 million as of December 31, 2022, and $7 million as of September 30, 2022 and December 31, 2021. Restricted cash primarily represents amounts received from a counterparty related to its performance assurance on an executory contract, which is included in Other current assets on the Consolidated Balance Sheets. These amounts are contractually required to be set aside, and the counterparty can exchange the cash for another form of performance assurance at its discretion. Related Party Transactions In the first quarter of 2021, a related party relationship was established as a result of a member of the Company’s Board of Directors being named an executive officer of one of the Company’s preexisting suppliers. The related party transactions with this supplier consist of the purchase of raw materials. Purchases from the related party supplier were $22 million and $72 million for the three and nine months ended September 30, 2023, respectively, and $42 million and $102 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 and December 31, 2022, amounts due to the related party supplier were $5 million and $3 million, respectively. Supplier Finance Programs We review supplier terms and conditions on an ongoing basis, and have negotiated payment terms extensions in recent years in connection with our efforts to reduce working capital and improve cash flow. Separate from those terms extension actions, certain of our subsidiaries have entered into paying agency agreements with third-party administrators. These voluntary supply chain finance programs (collectively, the “Programs”) generally give participating suppliers the ability to sell, or otherwise pledge as collateral, their receivables from the Company to the participating financial institutions, at the sole discretion of both the suppliers and financial institutions. The Company is not a party to the arrangements between the suppliers and the financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. The Company’s payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. One of the Programs includes a parent guarantee to the participating financial institution for a certain U.S. subsidiary that, at the time of the respective program’s inception in 2015, was a guarantor subsidiary of the Company’s Credit Agreement. The obligations are presented as Accounts payable within Total current liabilities on the Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flow. The Company’s confirmed outstanding obligations under the Programs totaled $205 million and $234 million as of September 30, 2023 and December 31, 2022, respectively. The amounts of invoices paid under the Programs totaled $454 million and $481 million for the nine months ended September 30, 2023 and September 30, 2022, respectively. Accounting Pronouncements The following table summarizes recent Accounting Standards Updates (“ASUs”) issued by the Financial Accounting Standards Board (“FASB”) that had an impact or could have an impact on the Company’s Consolidated Financial Statements: Standard Description Effective Date for Company Effect on the Recently issued standards: ASU 2023-05 "Business Combinations - Joint Venture Formations (Subtopic 805-60)" This standard modifies the accounting for contributions made to a joint venture, upon formation, in a joint venture's separate financial statements. January 1, 2025 We do not believe the adoption of this guidance will have a material effect on our consolidated financial statements. |
SEGMENT INFORMATION
SEGMENT INFORMATION | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT INFORMATION | SEGMENT INFORMATION The Company has three reportable segments: Composites, Insulation and Roofing. Accounting policies for the segments are the same as those for the Company. The Company’s three reportable segments are defined as follows: Composites – Within our Composites segment, the Company manufactures, fabricates and sells glass reinforcements in the form of fiber. Glass reinforcement materials are also used by the Composites segment to manufacture and sell high value applications in the form of fabrics, non-wovens and other specialized products. Insulation – Within our Insulation segment, the Company manufactures and sells thermal and acoustical batts, loosefill insulation, spray foam insulation, foam sheathing and accessories. It also manufactures and sells glass fiber pipe insulation, energy efficient flexible duct media, bonded and granulated mineral wool insulation, cellular glass insulation, and foam insulation used in above- and below-grade construction applications. Roofing – Within our Roofing segment, the Company manufactures and sells residential roofing shingles, oxidized asphalt materials, and roofing components used in residential and commercial construction and specialty applications. NET SALES The following tables show a disaggregation of our Net sales by segment and geographic region (in millions). Corporate eliminations (shown below) largely reflect intercompany sales from Composites to Roofing. External customer sales are attributed to geographic region based upon the location from which the product is sold to the external customer. For the three months ended September 30, 2023 Reportable Segments Composites Insulation Roofing Eliminations Consolidated Disaggregation Categories U.S. residential $ 98 $ 351 $ 1,009 $ (82) $ 1,376 U.S. commercial and industrial 201 218 49 (2) 466 Total United States 299 569 1,058 (84) 1,842 Europe 115 191 5 (1) 310 Asia-Pacific 111 37 — — 148 Rest of world 42 116 21 — 179 NET SALES $ 567 $ 913 $ 1,084 $ (85) $ 2,479 For the three months ended September 30, 2022 Reportable Segments Composites Insulation Roofing Eliminations Consolidated Disaggregation Categories U.S. residential $ 96 $ 400 $ 912 $ (75) $ 1,333 U.S. commercial and industrial 222 204 54 — 480 Total United States 318 604 966 (75) 1,813 Europe 141 201 5 (2) 345 Asia-Pacific 126 42 1 — 169 Rest of world 53 118 31 — 202 NET SALES $ 638 $ 965 $ 1,003 $ (77) $ 2,529 For the nine months ended September 30, 2023 Reportable Segments Composites Insulation Roofing Eliminations Consolidated Disaggregation Categories U.S. residential $ 270 $ 1,045 $ 2,902 $ (230) $ 3,987 U.S. commercial and industrial 656 647 113 (6) 1,410 Total United States 926 1,692 3,015 (236) 5,397 Europe 387 586 13 (2) 984 Asia-Pacific 334 109 1 — 444 Rest of world 125 350 73 — 548 NET SALES $ 1,772 $ 2,737 $ 3,102 $ (238) $ 7,373 For the nine months ended September 30, 2022 Reportable Segments Composites Insulation Roofing Eliminations Consolidated Disaggregation Categories U.S. residential $ 277 $ 1,125 $ 2,620 $ (204) $ 3,818 U.S. commercial and industrial 657 585 125 (3) 1,364 Total United States 934 1,710 2,745 (207) 5,182 Europe 543 611 16 (5) 1,165 Asia-Pacific 422 118 5 — 545 Rest of world 172 319 93 — 584 NET SALES $ 2,071 $ 2,758 $ 2,859 $ (212) $ 7,476 EARNINGS BEFORE INTEREST AND TAXES Earnings before interest and taxes (“EBIT”) by segment consist 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 within Corporate, Other and Eliminations. The following table summarizes EBIT by segment (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Reportable Segments Composites $ 80 $ 126 $ 216 $ 434 Insulation 150 173 469 459 Roofing 343 229 890 663 Total reportable segments 573 528 1,575 1,556 Restructuring costs (41) (12) (106) (29) Gain on sale of Shanghai, China facility — — — 27 Gain on sale of Santa Clara, California site — — 189 — Gains on sale of certain precious metals — 7 2 18 Paroc marine recall (14) — (14) — Acquisition and divestiture-related costs — (2) — (5) Impairment loss on Chambery, France assets held for sale — — — (29) Gain on remeasurement of Fiberteq equity investment — 130 — 130 General corporate expense and other (55) (41) (162) (127) Total corporate, other and eliminations (110) 82 (91) (15) EBIT $ 463 $ 610 $ 1,484 $ 1,541 |
INVENTORIES
INVENTORIES | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
INVENTORIES | INVENTORIES Inventories consist of the following (in millions): September 30, 2023 December 31, 2022 Finished goods $ 771 $ 843 Materials and supplies 461 491 Total inventories $ 1,232 $ 1,334 |
DERIVATIVE FINANCIAL INSTRUMENT
DERIVATIVE FINANCIAL INSTRUMENTS | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
DERIVATIVE FINANCIAL INSTRUMENTS | DERIVATIVE FINANCIAL INSTRUMENTS The Company is exposed to, among other risks, the impact of changes in commodity prices, foreign currency exchange rates, and interest 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 offset 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, 2023 and December 31, 2022, 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. Derivative Fair Values Our derivatives consist of natural gas forward swaps and foreign exchange forward contracts, all of which are over-the-counter and not traded through an exchange. The Company uses widely accepted valuation tools to determine fair value, such as discounting cash flows to calculate a present value for the derivatives. The models use Level 2 inputs, such as forward curves and other commonly quoted observable transactions and prices. The fair value of our derivatives and hedging instruments are all classified as Level 2 investments within the three-tier hierarchy. The following table presents the fair value of derivatives and hedging instruments and their respective location on the Consolidated Balance Sheets (in millions): Fair Value at Location September 30, 2023 December 31, 2022 Derivative assets designated as hedging instruments: Cash flow hedges: Natural gas forward swaps Other current assets $ — $ 2 Derivative liabilities designated as hedging instruments: Cash flow hedges: Natural gas forward swaps Other current liabilities $ 15 $ 32 Derivative assets not designated as hedging instruments: Foreign exchange forward contracts Other current assets $ 1 $ 1 Derivative liabilities not designated as hedging instruments: Foreign exchange forward contracts Other current liabilities $ 1 $ 2 Consolidated Statements of Earnings Activity The following table presents the impact and respective location of derivative activities on the Consolidated Statements of Earnings (in millions): Three Months Ended Nine Months Ended Location 2023 2022 2023 2022 Derivative activity designated as hedging instruments: Natural gas cash flow hedges: Amount of loss (gain) reclassified from AOCI (as defined below) into earnings (a) Cost of sales $ 10 $ (21) $ 42 $ (47) Cross-currency swap net investment hedges: Amount of gain recognized in earnings on derivative amounts excluded from effectiveness testing Interest expense, net $ — $ — $ — $ (1) Derivative activity not designated as hedging instruments: Foreign currency: Amount of (gain) loss recognized in earnings (b) Other expense (income), net $ — $ (26) $ 4 $ (54) Treasury interest rate lock: Amount of gain recognized in earnings Other expense (income), net $ — $ (6) $ — $ (6) (a) Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”) (b) Gains related to foreign currency derivatives were substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures, which were also recorded in Other expense (income), net. Please refer to the “Other Derivatives” section below for additional detail. Consolidated Statements of Comprehensive Earnings Activity The following table presents the impact of derivative activities on the Consolidated Statements of Comprehensive Earnings (in millions): Amount of Gain Recognized in Comprehensive Earnings Three Months Ended Nine Months Ended Hedging Type Derivative Financial Instrument 2023 2022 2023 2022 Net investment hedge Cross-currency swaps $ — $ — $ — $ (5) Cash flow hedge Natural gas forward swaps $ (6) $ (4) $ (14) $ (17) Cash flow hedge Treasury interest rate lock $ — $ (2) $ — $ (21) Cash Flow Hedges The Company uses a combination of derivative financial instruments, which qualify as cash flow hedges, and physical contracts to manage forecasted exposure to electricity and natural gas prices. As of September 30, 2023, the notional amounts of these natural gas forward swaps was 7 million MMBtu (or MMBtu equivalent) based on U.S. and European indices. The Company has designated these natural gas forward swaps as cash flow hedges, with the last hedge maturing no later than December 2024. A net unrecognized loss of $15 million related to these natural gas forward swaps was included in AOCI as of September 30, 2023, $15 million of which is expected to be reclassified into earnings within the next twelve months. In 2020, the Company entered into a $175 million forward U.S. Treasury rate lock agreement to manage the U.S. Treasury portion of its interest rate risk associated with the anticipated issuance of certain 10-year fixed rate senior notes. The Company designated this forward U.S. Treasury rate lock agreement, which expired on December 15, 2022, as a cash flow hedge. The locked fixed rate of this agreement was 0.994%. In September 2022, a gain of $6 million was recognized as a result of a change in the forecasted issuance of certain senior notes. In December 2022, the Company received cash of $37 million upon the settlement of the rate lock agreement, of which $31 million will be amortized as a component of interest expense upon the future issuance of senior notes. This unrecognized gain of $31 million was included in AOCI as of September 30, 2023. Net Investment Hedges The Company has translation exposure resulting from translating the financial statements of foreign subsidiaries into United States Dollars, which is recognized in Currency translation adjustment (a component of AOCI). In the second quarter of 2022, the Company terminated the remaining cross-currency forward contracts related to the hedged portions of the net investment in foreign subsidiaries, resulting in cash proceeds of $11 million. 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. As of September 30, 2023, the Company had notional amounts of $159 million for non-designated derivative financial instruments related to foreign currency exposures in United States Dollars primarily related to the Brazilian Real, Chinese Yuan, Indian Rupee, Hong Kong Dollar, South Korean Won, and the European Euro. In addition, the Company had notional amounts of $30 million for non-designated derivative financial instruments related to foreign currency exposures in European Euro primarily related to the Polish Złoty and the British Pound Sterling. |
GOODWILL AND OTHER INTANGIBLE A
GOODWILL AND OTHER INTANGIBLE ASSETS | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
GOODWILL AND OTHER INTANGIBLE ASSETS | GOODWILL AND OTHER 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 value. No testing was deemed necessary in the first nine months of 2023. The changes in the net carrying value of goodwill by segment are as follows (in millions): Composites Insulation Roofing Total Gross carrying amount at December 31, 2022 $ 425 $ 1,499 $ 394 $ 2,318 Acquisitions and Divestitures (1) — — (1) Foreign currency translation — (10) (1) (11) Gross carrying amount at September 30, 2023 424 1,489 393 2,306 Accumulated impairment losses at December 31, 2022 — (935) — (935) Foreign currency translation — 7 — 7 Accumulated impairment losses at September 30, 2023 — (928) — (928) Balance, net of impairment, at September 30, 2023 $ 424 $ 561 $ 393 $ 1,378 Other Intangible Assets Other intangible assets consist of the following (in millions): September 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Accumulated Net Indefinite-lived trademarks and trade names $ 988 $ — $ 988 $ 989 $ — $ 989 Amortizable intangible assets Customer relationships 635 (295) 340 638 (243) 395 Technology 328 (202) 126 330 (187) 143 Trademarks 12 (1) 11 12 — 12 Other (a) 63 (2) 61 66 (3) 63 Total other intangible assets $ 2,026 $ (500) $ 1,526 $ 2,035 $ (433) $ 1,602 (a) Other primarily includes emissions. There are three indefinite-lived intangible assets that are at an increased risk of impairment. These intangible assets were partially impaired in the fourth quarter of 2022. If assumptions or estimates with respect to the Company’s future performance vary from what is expected, including those assumptions relating to interest rates, forecasted revenue, and economic and geopolitical uncertainty in Europe, future impairment analyses could result in a decline in fair value that may trigger a future impairment charge. The following table presents the carrying values of these assets as of September 30, 2023: Trade names and trademarks September 30, 2023 European building and technical insulation trade name $ 86 Global cellular glass insulation trademark $ 80 Components branded roofing trademark $ 42 Amortization expense for intangible assets for the three and nine months ended September 30, 2023 was $28 million and $70 million, respectively. Amortization expense for intangible assets for the three and nine months ended September 30, 2022 was $14 million and $37 million, respectively. Amortization expense for intangible assets is estimated to be $27 million for the remainder of 2023. The estimated amortization expense for intangible assets for the next five fiscal years ended December 31 is as follows (in millions): Period Amortization 2024 $ 64 2025 $ 57 2026 $ 42 2027 $ 34 2028 $ 33 |
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY, PLANT AND EQUIPMENT | PROPERTY, PLANT AND EQUIPMENT Property, plant and equipment consist of the following (in millions): September 30, December 31, 2022 Land $ 165 $ 166 Buildings and leasehold improvements 1,242 1,221 Machinery and equipment 5,349 5,220 Construction in progress 526 522 7,282 7,129 Accumulated depreciation (3,594) (3,400) Property, plant and equipment, net $ 3,688 $ 3,729 Machinery and equipment includes certain precious metals used in our production tooling, which comprise approximately 9% and 10% of total machinery and equipment as of September 30, 2023 and December 31, 2022, 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 about 3% of the outstanding carrying value. Our production tooling needs in our Composites segment are changing in response to economic and technological factors. As a result, we exchanged certain precious metals used in production tooling for certain other precious metals to be used in production tooling. These non-cash investing activities are not included in Net cash flow used for investing activities in the Consolidated Statements of Cash Flows. There were no non-cash exchanges during the three and nine months ended September 30, 2023. During the three and nine months ended September 30, 2022, these non-cash exchanges resulted in a net increase to Machinery and equipment of $7 million and $18 million, respectively, and gains totaling $7 million and $18 million, respectively. The gains are included in Other expense (income), net on the Consolidated Statements of Earnings and are reflected in the Corporate, Other and Eliminations reporting category. We do not expect these exchanges to materially impact our current or future capital expenditure requirements or rate of depletion. |
ACQUISITIONS
ACQUISITIONS | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
ACQUISITIONS | ACQUISITIONS On September 1, 2022, the Company acquired the remaining 50% interest in Fiberteq, LLC (“Fiberteq”), the joint venture between Owens Corning and IKO Industries, Ltd, which produces high-quality wet-formed fiberglass mat for roofing applications, for $140 million, net of cash acquired. During the three months ended September 30, 2023, an additional $6 million of consideration was paid as a result of final working capital adjustments. The acquisition advances the Composites strategy to focus on high-value material solutions and expands Owens Corning’s capacity to produce non-woven mat. The Company’s 50% interest in Fiberteq was accounted for as an equity-method investment and had a carrying value of $17 million at the acquisition date. The Company used the discounted cash flow method to remeasure the previously held equity method investment to its fair value of $147 million, resulting in the recognition of a gain of $130 million, which was recorded in Gain on equity method investment on the 2022 Consolidated Statements of Earnings. The operating results for Fiberteq have been included in the Composites segment within the Consolidated Financial Statements since the date of the acquisition. The purchase price allocation included $58 million in intangible assets, which primarily consists of customer relationships with an estimated weighted average life of 3 years, a $62 million unfavorable contract liability and $242 million in goodwill, of which 50% is tax deductible. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the acquisition. The pro-forma effect of this acquisition on revenues and earnings was not material. On August 1, 2022, the Company acquired Natural Polymers, LLC (“Natural Polymers”), an innovative manufacturer of spray polyurethane foam insulation for building and construction applications for $111 million, net of cash acquired. The acquisition advances the Owens Corning strategy to strengthen the Company’s core building and construction products and expand its addressable markets into higher-growth segments. The operating results for Natural Polymers have been included in the Insulation segment within the Consolidated Financial Statements since the date of the acquisition. The purchase price allocation included $44 million in intangible assets and $62 million in goodwill, all of which is tax deductible. The intangible assets consist of definite-lived trademarks of $5 million with an estimated weighted average life of 10 years, technology of $12 million with an estimated weighted average life of 6 years and customer relationships of $27 million with an estimated weighted average life of 17 years. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the acquisition. The pro-forma effect of this acquisition on revenues and earnings was not material. On June 1, 2022, the Company acquired all of the outstanding assets of WearDeck®, a premium producer of composite weather-resistant decking for commercial and residential applications, for approximately $133 million, net of cash acquired. The acquisition advances the Composites business growth strategy to focus on high-value material solutions within the building and construction industry. The operating results for WearDeck® have been included in the Composites segment within the Consolidated Financial Statements since the date of the acquisition. The purchase price allocation included $38 million in intangible assets and $68 million in goodwill, of which $61 million is tax deductible. The intangible assets consist of definite-lived trademarks of $7 million with an estimated average life of 10 years, technology of $10 million with an estimated weighted average life of 11 years and customer relationships of $21 million with an estimated weighted average life of 15 years. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the acquisition. The pro-forma effect of this acquisition on revenues and earnings was not material. On May 23, 2022, Owens Corning and Pultron Composites (“Pultron”) formed a joint venture (“JV”) to manufacture and sell fiberglass rebar. The Company contributed approximately $47 million to acquire a 65.5% controlling interest and has established a redeemable noncontrolling interest of $25 million related to Pultron, the minority holder. The JV expands Owens Corning’s capability to produce high-value material solutions by combining the Company’s glass-fiber material technology, channel access and extensive industry experience with Pultron’s manufacturing expertise and process efficiency. The fully consolidated operating results for the JV have been included in the Company’s Composites segment within the Consolidated Financial Statements since the date of the formation of the JV. Subsequent to the JV formation, the JV acquired assets and technology from Pultron for approximately $65 million. The purchase price allocation included $15 million in intangible assets, consisting of technology, with an estimated weighted average life of 15 years and $42 million in goodwill, of which $37 million is tax deductible. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the acquisition. The pro-forma effect of this acquisition on revenues and earnings was not material. |
DIVESTITURES
DIVESTITURES | 9 Months Ended |
Sep. 30, 2023 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DIVESTITURES | DIVESTITURES On March 3, 2023, the Company finalized the sale of its Insulation site in Santa Clara, California for total proceeds of $234 million, net of transaction fees. Total proceeds included a non-refundable deposit of $50 million received in the third quarter of 2021. As a result of this sale, the Company recognized a pre-tax gain of $189 million in the first quarter of 2023, which is recorded in Gain on sale of site on the Consolidated Statements of Earnings. On November 24, 2022, the Company finalized the sale of its Russian operations within the Composites and Insulation segments. As a result of this sale, the Company received $104 million, net of cash sold, in consideration and recorded a pre-tax loss of $33 million in Other expense (income), net on the 2022 Consolidated Statements of Earnings. On July 1, 2022, the Company finalized the sale of the European portion of the dry-use chopped strands (“DUCS”) product line located in Chambéry, France, within the Composites segment. As a result of this sale, the Company received $80 million, net of cash sold, in consideration and recorded a pre-tax loss of $30 million in Other expense (income), net on the 2022 Consolidated Statements of Earnings. |
WARRANTIES
WARRANTIES | 9 Months Ended |
Sep. 30, 2023 | |
Product Warranties Disclosures [Abstract] | |
WARRANTIES | 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. Please refer to Note 1 of our 2022 Form 10-K for information about our separately-priced extended warranty contracts. A reconciliation of the warranty liability is as follows (in millions): Nine Months Ended September 30, 2023 2022 Beginning balance $ 88 $ 81 Amounts accrued for current year 18 16 Settlements of warranty claims (10) (9) Ending balance $ 96 $ 88 |
RESTRUCTURING, ACQUISITION AND
RESTRUCTURING, ACQUISITION AND DIVESTITURE-RELATED COSTS | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
RESTRUCTURING, ACQUISITION AND DIVESTITURE-RELATED COSTS | RESTRUCTURING, ACQUISITION AND DIVESTITURE-RELATED COSTS The Company may incur restructuring, transaction and integration costs related to acquisitions and divestitures, and may incur restructuring and other exit costs in connection with its global cost reduction, product line and productivity initiatives and the Company’s growth strategy. Protective Packaging Exit In May 2023, the Company made the decision to exit the Protective Packaging business within the Roofing segment, including the production and sale of wood packaging, metal packaging and custom products. Exiting Protective Packaging will allow the Company to focus resources on the growth of its building materials products, which supports the future growth aspirations of the enterprise. With the exit of the Protective Packaging business, the Company will be closing its plants in Dorval, Quebec and Mission, British Columbia, Canada. The Company will also be significantly scaling back operations at its Novia facility in Qingdao, China. In connection with the exit of the Protective Packaging business, the Company estimates that it will incur cash charges of approximately $20 million, primarily related to severance and other exit costs. Additionally, the Company expects to incur total non-cash charges in the range of $65 to $75 million, primarily related to accelerated depreciation of property, plant and equipment and accelerated amortization of definite-lived intangibles. During the first nine months of 2023, the Company recorded $61 million of charges, of which $49 million were non-cash charges, primarily related to accelerated depreciation and amortization and $12 million of cash charges, primarily related to severance. Wabash Facility Closure In April 2023, the Company took actions to support its strategy to operate a flexible and cost-efficient manufacturing network through decisions to relocate the Wabash, Indiana mineral wool operations to Joplin, Missouri, and to exit the granulated mineral wool market. These actions are expected to result in cumulative incremental costs of approximately $30 million, primarily related to severance and accelerated depreciation. During the first nine months of 2023, the Company recorded $23 million of charges, primarily related to accelerated depreciation and severance. European Operating Structure Optimization In March 2023, the Company took actions to optimize the operating structure of its segments across Europe to increase its competitiveness. These actions are expected to result in cumulative incremental costs of approximately $20 million, primarily related to severance and other exit costs. During the first nine months of 2023, the Company recorded $12 million of charges primarily related to severance costs. Composites Strategic Realignment Actions On July 1, 2022, the Company finalized the sale of the European portion of the DUCS product line located in Chambéry, France, within the Composite’s segment. The Company recorded a pre-tax charge of $30 million in Other expense (income), net on the Consolidated Statements of Earnings in 2022 to reflect the fair value less cost to sell the assets. The Company also took actions to convert the DUCS manufacturing facilities located in Anderson, South Carolina and Kimchon, Korea to produce other glass fiber products needed to support our growth strategy in building and construction applications. As a result, during the first nine months of 2023, the Company recorded $3 million primarily related to other exit costs. The Company does not expect to recognize significant incremental costs related to these actions. Roofing Restructuring Actions In December 2021, the Company took actions to restructure operations within the Roofing segment’s components product line by relocating production assets from China to India, which allowed the business to optimize its manufacturing network and support a tariff mitigation strategy. During the first nine months of 2023, the Company recorded $2 million of charges primarily related to other exit costs. The Company does not expect to recognize significant incremental costs related to these actions. Santa Clara Insulation Site During the third quarter of 2021, the Company entered into a sales agreement for the Company’s Insulation site in Santa Clara, California, as part of the Company’s ongoing strategy to operate a flexible, cost-efficient manufacturing network and geographically locate its assets to better serve its customers. On March 3, 2023, the Company finalized the sale of this site for total proceeds of $234 million, net of transaction fees. Total proceeds included a non-refundable deposit of $50 million received in the third quarter of 2021. During the first nine months of 2023, the Company recorded $5 million of charges, primarily related to other exit costs, associated with this action. The Company does not expect to recognize significant incremental costs related to this action. Consolidated Statements of Earnings Classification The following table presents the impact and respective location of total restructuring, acquisition and divestiture-related costs on the Consolidated Statements of Earnings, which are included within Corporate, Other and Eliminations (in millions): Three Months Ended September 30, Nine Months Ended September 30, Type of cost Location 2023 2022 2023 2022 Accelerated depreciation Cost of sales $ 23 $ 9 $ 46 $ 22 Other exit costs Cost of sales 7 1 15 4 Other exit costs Marketing and administrative expenses — — 1 — Acquisition and divestiture-related costs Marketing and administrative expenses — 2 — 5 Severance Other expense (income), net — — 25 1 Other exit costs Other expense (income), net — 2 1 4 Accelerated amortization Other expense (income), net 11 — 18 — Gain on sale of Santa Clara, California site Gain on sale of site — — (189) — Acquisition-related costs Gain on equity method investment — (130) — (130) Total restructuring, acquisition and divestiture-related costs (gains) $ 41 $ (116) $ (83) $ (94) Summary of Unpaid Liabilities The following table summarizes the status of the unpaid liabilities from the Company’s restructuring activities (in millions): Protective Packaging Exit Wabash Facility Closure European Operating Structure Optimization Composites Strategic Realignment Actions Roofing Restructuring Actions Santa Clara Insulation Site Balance at December 31, 2022 $ — $ — $ — $ 1 $ — $ 7 Restructuring costs 61 23 12 3 2 5 Payments — — (4) (3) (2) (11) Accelerated depreciation and other non-cash items (49) (20) — — — (1) Balance at September 30, 2023 $ 12 $ 3 $ 8 $ 1 $ — $ — Cumulative charges incurred $ 61 $ 23 $ 12 $ 12 $ 10 $ 65 As of September 30, 2023, the remaining liability balance was comprised of $24 million of severance, which the Company expects to pay over the next twelve months. |
DEBT
DEBT | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
DEBT | DEBT Details of the Company’s outstanding long-term debt, as well as the fair values, are as follows (in millions): September 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value 4.200% senior notes, net of discount and financing fees, due 2024 $ 399 98 % $ 398 99 % 3.400% senior notes, net of discount and financing fees, due 2026 398 94 % 398 94 % 3.950% senior notes, net of discount and financing fees, due 2029 447 91 % 446 90 % 3.875% senior notes, net of discount and financing fees, due 2030 298 88 % 298 89 % 7.000% senior notes, net of discount and financing fees, due 2036 368 106 % 368 107 % 4.300% senior notes, net of discount and financing fees, due 2047 589 76 % 589 78 % 4.400% senior notes, net of discount and financing fees, due 2048 391 76 % 390 78 % Various finance leases, due through 2050 (a) 142 100 % 131 100 % Other 1 N/A 2 N/A Total long-term debt 3,033 N/A 3,020 N/A Less – current portion (a) 31 100 % 28 100 % Long-term debt, net of current portion $ 3,002 N/A $ 2,992 N/A (a) The Company determined that the book value of the above noted long-term debt instruments approximates fair value. The fair values of the Company’s outstanding long-term debt instruments were estimated using market observable inputs, including quoted prices in active markets, market indices and interest rate measurements. Within the hierarchy of fair value measurements, these are Level 2 fair values. Senior Notes The Company issued $300 million of 2030 senior notes on May 12, 2020. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on December 1, 2020. The proceeds from these notes were used for general corporate purposes. The Company issued $450 million of 2029 senior notes on August 12, 2019. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on February 15, 2020. The proceeds from these notes were used to repay $416 million of our 2022 senior notes and $34 million of our 2036 senior notes. The Company issued $400 million of 2048 senior notes on January 25, 2018. Interest on the notes is payable semiannually in arrears on January 30 and July 30 each year, beginning on July 30, 2018. The proceeds from these notes were used, along with borrowings on a $600 million term loan commitment and borrowings on the Receivables Securitization Facility (as defined below), to fund the purchase of Paroc in the first quarter of 2018. The Company issued $600 million of 2047 senior notes on June 26, 2017. Interest on the notes is payable semiannually in arrears on January 15 and July 15 each year, beginning on January 15, 2018. A portion of the proceeds from these notes was used to fund the purchase of Pittsburgh Corning in 2017 and for general corporate purposes. The remaining proceeds were used to repay $144 million of our 2019 senior notes and $140 million of our 2036 senior notes. The Company issued $400 million of 2026 senior notes on August 8, 2016. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on February 15, 2017. A portion of the proceeds from these notes was used to repay $158 million of our 2016 senior notes. The remaining proceeds were used to pay down portions of our Receivables Securitization Facility and for general corporate purposes. The Company issued $400 million of 2024 senior notes on November 12, 2014. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on June 1, 2015. A portion of the proceeds from these notes was used to repay $242 million of our 2016 senior notes and $105 million of our 2019 senior notes. The remaining proceeds were used to pay down our Senior Revolving Credit Facility (as defined below), finance general working capital needs, and for general corporate purposes. The Company issued $550 million of 2036 senior notes on October 31, 2006. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on June 1, 2007. The proceeds of these notes were used to pay certain unsecured and administrative claims, finance general working capital needs and for general corporate purposes. Collectively, the senior notes above are 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 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, 2023. Senior Revolving Credit Facility The Company has an $800 million senior revolving credit facility (the “Senior Revolving Credit Facility”) with a maturity date in July 2026 that includes both borrowings and letters of credit. 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, federal funds rate plus a spread or the Secured Overnight Financing Rate (“Term SOFR”) plus a spread. The Senior Revolving Credit Facility contains various covenants, including a maximum allowed leverage ratio, that the Company believes are usual and customary for a senior unsecured credit agreement. The Company was in compliance with these covenants as of September 30, 2023. Please refer to the Credit Facility Utilization section below for liquidity information as of September 30, 2023. In May 2023, the Senior Revolving Credit Facility was amended to formally adopt Term SOFR plus a spread as the benchmark reference rate in anticipation of the June 30, 2023 discontinuation of rhe London Interbank Offered Rate (“LIBOR”). Receivables Securitization Facility The Company has a Receivables Purchase Agreement (“RPA”) that is accounted for as secured borrowings in accordance with Accounting Standards Codification (“ASC”) 860, “Accounting for Transfers and Servicing.” Owens Corning Sales, LLC and Owens Corning Receivables LLC, each a subsidiary of the Company, have a $280 million RPA with certain financial institutions. The Company has the ability to borrow at the lenders’ cost of funds, which approximates A-1/P-1 commercial paper rates vs. Term SOFR, plus a spread. As of the June 30, 2023 discontinuation of LIBOR, fallback language in the RPA took effect to transition the facility to Term SOFR plus a spread. The RPA has been amended from time to time, with a maturity date in April 2024. The RPA contains various covenants, including a maximum allowed leverage ratio that the Company believes are usual and customary for a securitization facility. The Company was in compliance with these covenants as of September 30, 2023. Please refer to the Credit Facility Utilization section below for liquidity information as of September 30, 2023. 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 who are 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. Credit Facility Utilization The following table shows how the Company utilized its primary sources of liquidity (in millions): Balance at September 30, 2023 Senior Revolving Credit Facility Receivables Securitization Facility Facility size or borrowing limit $ 800 $ 280 Collateral capacity limitation on availability N/A — Outstanding borrowings — — Outstanding letters of credit 4 1 Availability on facility $ 796 $ 279 Short-Term Debt Short-term borrowings were less than $1 million and $1 million as of September 30, 2023 and December 31, 2022, respectively. Short-term borrowings consisted of various operating lines of credit. The weighted average interest rate on all short-term borrowings was approximately 3.0% and 2.8% as of September 30, 2023 and December 31, 2022, respectively. |
PENSION PLANS AND OTHER POSTRET
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS | 9 Months Ended |
Sep. 30, 2023 | |
Defined Benefit Plans and Other Postretirement Benefit Plans Disclosures [Abstract] | |
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS | PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS Pension Plans The Company sponsors defined benefit pension plans. Under the plans, pension benefits are based on an employees’ 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. In our U.S. plans, the unrecognized cost of any retroactive amendments and actuarial gains and losses are amortized over the average remaining life expectancy of the inactive participants as substantially all of the plan participants are inactive. In our non-U.S. plans, 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. The following table presents the components of net periodic pension cost (in millions): Three Months Ended September 30, 2023 2022 U.S. Non-U.S. Total U.S. Non-U.S. Total Components of Net Periodic Pension Cost Service cost $ 1 $ — $ 1 $ 3 $ 1 $ 4 Interest cost 8 4 12 6 3 9 Expected return on plan assets (10) (4) (14) (9) (4) (13) Amortization of actuarial loss 1 1 2 2 — 2 Net periodic pension cost $ — $ 1 $ 1 $ 2 $ — $ 2 Nine Months Ended September 30, 2023 2022 U.S. Non-U.S. Total U.S. Non-U.S. Total Components of Net Periodic Pension Cost Service cost $ 2 $ 2 $ 4 $ 5 $ 3 $ 8 Interest cost 24 12 36 18 8 26 Expected return on plan assets (30) (11) (41) (27) (12) (39) Amortization of actuarial loss 4 2 6 8 1 9 Net periodic pension cost $ — $ 5 $ 5 $ 4 $ — $ 4 The Company expects to contribute $20 million in cash to its defined benefit pension plans during 2023. Actual contributions to the plans may change as a result of a variety of factors, including changes in laws that impact funding requirements. The Company made cash contributions of $4 million to its defined benefit pension plans during the nine months ended September 30, 2023. On October 12, 2023, the Company entered into an agreement to purchase a non-participating annuity contract from an insurance company to transfer $291 million of the Company's outstanding pension projected benefit obligation related to certain U.S. and non U.S. pension plans. The transaction is expected to close in the fourth quarter of 2023 and will be funded with pension plan assets of $268 million. As a result of this transaction, the Company will recognize a pre-tax settlement charge in the range of approximately $135 million to $150 million in the fourth quarter of 2023 from the accelerated recognition of a pro rata portion of plan actuarial losses. This charge will be recorded in Non-operating (income) expense on the Consolidated Statements of Earnings. The transaction is not expected to have a material impact on the plans' funded statuses. Postemployment and Postretirement Benefits Other than Pensions (“OPEB”) 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 postretirement benefit income for U.S. plans for the periods indicated (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Components of Net Periodic Postretirement Benefit Income Service cost $ — $ — $ — $ 1 Interest cost 1 1 4 3 Amortization of actuarial gain (2) (2) (6) (6) Net periodic postretirement benefit income $ (1) $ (1) $ (2) $ (2) There was no significant net periodic postretirement income attributable to non-U.S. plans. |
CONTINGENT LIABILITIES AND OTHE
CONTINGENT LIABILITIES AND OTHER MATTERS | 9 Months Ended |
Sep. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
CONTINGENT LIABILITIES AND OTHER MATTERS | CONTINGENT LIABILITIES AND OTHER MATTERS The Company may be involved in various legal and regulatory proceedings relating to employment, antitrust, tax, product liability, environmental, contracts, intellectual property and other matters (collectively, “Proceedings”). The Company regularly reviews the status of such Proceedings along with legal counsel. Liabilities for such Proceedings 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 amount of any reasonably possible losses in excess of any amounts accrued, if any, with respect to such Proceedings or any other known claim, including the matters described below under the caption Environmental Matters (the “Environmental Matters”), are not material to the Company’s financial statements, except as noted below. Management believes that the ultimate disposition of the Proceedings and the Environmental Matters will not have a material adverse effect on the Company’s financial condition. While the likelihood is remote, the disposition of the Proceedings and Environmental Matters could have a material impact on the results of operations, cash flows or liquidity in any given reporting period. Litigation and Regulatory Proceedings The Company is involved in litigation and regulatory proceedings from time to time in the regular course of its business. The Company believes that adequate provisions for resolution of all contingencies, claims and pending matters have been made for probable losses that are reasonably estimable. During the second quarter of 2023, the Company’s subsidiary, Paroc Group OY (“Paroc”), which the Company acquired in 2018, notified the appropriate European maritime regulatory authorities that specific insulation products in its marine insulation product line may not meet certain fire safety requirements in accordance with their certifications. Paroc has voluntarily withdrawn these specific products from the market, issued recalls, and suspended distribution and sales of these products. Paroc is cooperating with the applicable regulatory and government authorities and continues to work with its customers and end-users to assist with remediation. We established an estimated liability for expected future costs related to this matter on our Consolidated Balance Sheet as of September 30, 2023. The estimated liability is primarily based on assumptions related to the estimated costs of the remedy for the recall. We will reevaluate these assumptions each period, and the related liability may be adjusted when factors indicate that the liability is either not sufficient to cover or exceeds the estimated product recall costs. Based on the factors currently known, we believe the appropriate liability has been established at this time. It is reasonably possible that additional product recall costs could be incurred that exceed the estimated liability by amounts that could be material to our consolidated financial statements. Environmental Matters The Company has established policies and procedures designed to ensure that its operations are conducted in compliance with all relevant laws and regulations and that enable the Company to meet its high standards for corporate sustainability and environmental stewardship. Our manufacturing facilities are subject to numerous foreign, federal, state and local laws and regulations relating to the presence of hazardous materials, pollution and protection of the environment, including emissions to air, reductions of greenhouse gases, discharges to water, management of hazardous materials, handling and disposal of solid wastes, use of chemicals in our manufacturing processes, and remediation of contaminated sites. All Company manufacturing facilities are required to use an ISO 14001 or equivalent environmental management system. The Company’s 2030 Sustainability Goals include significant global reductions in energy use, water consumption, waste to landfill, and emissions of greenhouse gases, fine particulate matter, and volatile organic air emissions, and protection of biodiversity. Owens Corning is involved in remedial response activities and is responsible for environmental remediation at a number of sites, including certain of its currently owned or formerly owned plants. These responsibilities arise under a number of laws, including, but not limited to, the Federal Resource Conservation and Recovery Act, and similar state or local laws pertaining to the management and remediation of hazardous materials and petroleum. The Company has also been named a potentially responsible party under the U.S. Federal Superfund law, or state equivalents, at a number of disposal sites. The Company became involved in these sites as a result of government action or in connection with business acquisitions. As of September 30, 2023, the Company was involved with a total of 22 sites worldwide, including 10 Superfund and state or country equivalent sites and 12 owned or formerly owned sites. None of the liabilities for these sites are individually significant to the Company. |
STOCK COMPENSATION
STOCK COMPENSATION | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK COMPENSATION | STOCK COMPENSATION Description of the Plan On April 20, 2023, the Company’s stockholders approved the Owens Corning 2023 Stock Plan (the “2023 Stock Plan”), which authorizes grants of stock options, stock appreciation rights, stock awards (including restricted stock awards, restricted stock units and bonus stock awards), performance share awards and performance share units. At September 30, 2023, the number of shares remaining available under the 2023 Stock Plan for all stock awards was approximately 3.4 million. Prior to the 2023 Stock Plan, employees were eligible to receive stock awards under the Owens Corning 2019 Stock Plan. Total Stock-Based Compensation Expense Stock-based compensation expense included in Marketing and administrative expenses in the accompanying Consolidated Statements of Earnings is as follows (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Total stock-based compensation expense $ 11 $ 13 $ 38 $ 38 Stock Options The Company has granted stock options under its stockholder approved stock plans. 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 closing 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 prior to 2014. Starting with the options granted in 2014, the volatility was based on the Company’s historic volatility. The Company has not granted stock options since the year ended December 31, 2014. As of September 30, 2023, there was no unrecognized compensation cost related to stock options and the exercise price on outstanding stock options was $37.65. The following table summarizes the Company’s stock option activity: Weighted-Average Number of Options Exercise Price Remaining Intrinsic Value (in millions) Outstanding, December 31, 2022 27,000 $ 37.65 1.1 $ 1 Exercised (17,900) 37.65 Outstanding, September 30, 2023 9,100 $ 37.65 0.4 $ 1 Exercisable, September 30, 2023 9,100 $ 37.65 0.4 $ 1 Restricted Stock Units The Company has granted restricted stock units (“RSUs”) under its stockholder approved stock plans. All outstanding RSUs will fully settle in stock. Compensation expense for RSUs is measured based on the closing market price of the stock at date of grant and is recognized on a straight-line basis over the vesting period, which is typically three The following table summarizes the Company’s RSU activity: Number of RSUs Weighted-Average Balance at December 31, 2022 1,276,160 $ 69.16 Granted 353,809 101.19 Vested (355,975) 68.82 Forfeited (64,489) 86.96 Balance at September 30, 2023 1,209,505 $ 77.37 As of September 30, 2023, there was $41 million of total unrecognized compensation cost related to RSUs. That cost is expected to be recognized over a weighted-average period of 2.43 years. The total grant date fair value of shares vested during the nine months ended September 30, 2023 and 2022 was $24 million and $21 million, respectively. Performance Share Units The Company has granted performance share units (“PSUs”) as a part of its long-term incentive plan program under its stockholder approved stock plans. All outstanding performance share units will fully settle in stock. The amount of stock ultimately distributed from all performance share units is contingent on meeting internal Company-based metrics or an external-based stock performance metric. In the nine months ended September 30, 2023, the Company granted both internal Company-based and external-based metric PSUs. Internal Company-based metrics The internal Company-based metric PSUs are based on various Company metrics and typically vest over a three-year period. The amount of stock distributed will vary from 0% to 200% of PSUs awarded depending on each award’s design and performance versus the internal Company-based metrics. The initial fair value for all internal Company-based metric PSUs assumes that the performance goals will be achieved and is based on the grant date stock price. This assumption is monitored quarterly and if it becomes probable that such goals will not be achieved or will be exceeded, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. The expected term represents the period from the grant date to the end of the vesting period. Pro-rata vesting may be utilized in the case of death, disability or approved retirement and awards, if earned, will be paid at the end of the vesting period. External-based metrics The external-based metric PSUs vest after a three-year period. Outstanding grants issued in or after 2018 until 2022 were based on the Company’s total stockholder return relative to the performance of the Dow Jones U.S. Construction & Materials Index. Outstanding grants issued in 2023 are based on the Company’s total stockholder return relative to a peer group. The amount of stock distributed will vary from 0% to 200% of PSUs awarded depending on the relative stockholder return performance. The fair value of external-based metric PSUs has been estimated at the grant date using a Monte Carlo simulation that uses various assumptions. The following table provides a summary of the assumptions for PSUs granted in 2023 and 2022: Nine Months Ended September 30, 2023 2022 Expected volatility 44.66% 41.65% Risk free interest rate 3.75% 1.36% Expected term (in years) 2.91 2.91 Grant date fair value of units granted $ 119.33 $ 122.69 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. PSU Summary As of September 30, 2023, there was $21 million total unrecognized compensation cost related to PSUs. That cost is expected to be recognized over a weighted-average period of 1.75 years. The following table summarizes the Company’s PSU activity: Number Weighted-Average Balance at December 31, 2022 303,716 $ 91.47 Granted 164,128 101.76 Vested (24,120) 76.58 Forfeited (52,491) 94.94 Balance at September 30, 2023 391,233 $ 95.80 Employee Stock Purchase Plan The Owens Corning Employee Stock Purchase Plan (“ESPP”) is a tax-qualified plan under Section 423 of the Internal Revenue Code. The purchase price of shares purchased under the ESPP is equal to 85% of the lower of the fair market value of shares of Owens Corning common stock at the beginning or ending of the offering period, which is a six-month period ending on May 31 and November 30 of each year. On April 16, 2020, the Company’s stockholders approved the Amended and Restated Owens Corning Employee Stock Purchase Plan, which increased the number of shares available for issuance under the plan by 4.2 million shares. As of September 30, 2023, 3.4 million shares remain available for purchase. |
EARNINGS PER SHARE
EARNINGS PER SHARE | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
EARNINGS PER SHARE | EARNINGS PER SHARE The following table is a reconciliation of weighted-average shares for calculating basic and diluted earnings per share (in millions, except per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net earnings attributable to Owens Corning $ 337 $ 470 $ 1,065 $ 1,117 Weighted-average number of shares outstanding used for basic earnings per share 90.0 96.3 90.6 97.8 Non-vested restricted stock units and performance share units 0.9 0.8 0.9 0.9 Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share 90.9 97.1 91.5 98.7 Earnings per common share attributable to Owens Corning common stockholders: Basic $ 3.74 $ 4.88 $ 11.75 $ 11.42 Diluted $ 3.71 $ 4.84 $ 11.64 $ 11.32 For the three and nine months ended September 30, 2023 and September 30, 2022, there were no non-vested RSUs or PSUs that had an anti-dilutive effect on earnings per share. The Board of Directors approved two share repurchase programs in 2022 under which the Company is authorized to repurchase up to an aggregate of 20 million shares of the Company’s outstanding common stock (the “Repurchase Authorization”). The Repurchase Authorization enables the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company’s discretion. The Company repurchased 3.6 million shares of its common stock for $391 million, inclusive of applicable taxes, during the nine months ended September 30, 2023, under the Repurchase Authorization. As of September 30, 2023, 10.8 million shares remain available for repurchase under the Repurchase Authorization. |
INCOME TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The following table provides the Income tax expense (in millions) and effective tax rate for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Income tax expense $ 110 $ 114 $ 361 $ 340 Effective tax rate 25 % 20 % 25 % 23 % The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended September 30, 2023 is primarily due to U.S. state and local income tax expense, offset slightly by U.S. federal taxes on foreign earnings and U.S. federal income tax credits. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the nine months ended September 30, 2023 is primarily due to U.S. state and local income tax expense and foreign rate differential. On August 16, 2022, the U.S. government enacted the Inflation Reduction Act of 2022 (the “Inflation Reduction Act”) into law, which includes a new corporate alternative minimum tax and an excise tax of 1% on the fair market value of net stock repurchases. Both provisions are effective for years after December 31, 2022. The Company does not anticipate being subject to the corporate alternative minimum tax in 2023 and continues to evaluate the potential future impact of the Inflation Reduction Act on its financial position and results of operations. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended September 30, 2022 is primarily due to U.S. state and local income tax expense, non-taxable gain on acquisition, foreign rate differential and other discrete adjustments. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the nine months ended September 30, 2022 is primarily due to U.S. state and local income tax expense, non-taxable gain on acquisition, U.S. federal taxes on foreign earnings, adjustments to valuation allowances against certain deferred tax assets, excess tax benefits related to stock compensation, and other discrete adjustments. The Company continues to assert indefinite reinvestment in accordance with ASC 740 based on the laws as of enactment of the tax legislation. |
CHANGES IN ACCUMULATED OTHER CO
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE DEFICIT The following table summarizes the changes in accumulated other comprehensive income (deficit) (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Currency Translation Adjustment Beginning balance $ (339) $ (358) $ (380) $ (279) Net investment hedge amounts classified into AOCI, net of tax — — — 4 Loss on foreign currency translation (73) (160) (32) (243) Other comprehensive loss, net of tax (73) (160) (32) (239) Ending balance $ (412) $ (518) $ (412) $ (518) Pension and Other Postretirement Adjustment Beginning balance $ (304) $ (309) $ (301) $ (318) Amounts reclassified from AOCI to net earnings, net of tax (a) — — — 2 Amounts classified into AOCI, net of tax 2 6 (1) 13 Other comprehensive income (loss), net of tax 2 6 (1) 15 Ending balance $ (302) $ (303) $ (302) $ (303) Hedging Adjustment Beginning balance $ 6 $ 39 $ — $ 16 Amounts reclassified from AOCI to net earnings, net of tax (b) 8 (16) 32 (35) Amounts classified into AOCI, net of tax (3) 22 (21) 64 Other comprehensive income, net of tax 5 6 11 29 Ending balance $ 11 $ 45 $ 11 $ 45 Total AOCI ending balance $ (703) $ (776) $ (703) $ (776) (a) These AOCI components are included in the computation of total Pension and Other postretirement expense and are recorded in Non-operating income. See Note 12 for additional information. (b) Amounts reclassified from (loss) gain on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings and is recognized in Cost of sales or Interest expense, net depending on the hedged item. See Note 4 for additional information. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) Attributable to Parent | $ 337 | $ 345 | $ 383 | $ 470 | $ 343 | $ 304 | $ 1,065 | $ 1,117 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 shares | Sep. 30, 2023 shares | |
Trading Arrangements, by Individual | ||
Non-Rule 10b5-1 Arrangement Adopted | false | |
Non-Rule 10b5-1 Arrangement Terminated | false | |
Marcio Sandri [Member] | ||
Trading Arrangements, by Individual | ||
Material Terms of Trading Arrangement | On September 14, 2023, Marcio Sandri, the Company's President, Composites, entered into a written plan for the sale of 6,111 shares of Company common stock, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934. This plan is scheduled to terminate no later than September 16, 2024. | |
Name | Marcio Sandri | |
Title | President | |
Rule 10b5-1 Arrangement Adopted | true | |
Adoption Date | September 14, 2023 | |
Rule 10b5-1 Arrangement Terminated | false | |
Arrangement Duration | 368 days | |
Aggregate Available | 6,111 | 6,111 |
SEGMENT INFORMATION (Tables)
SEGMENT INFORMATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Reconciliation of Revenue from Segments to Consolidated | The following tables show a disaggregation of our Net sales by segment and geographic region (in millions). Corporate eliminations (shown below) largely reflect intercompany sales from Composites to Roofing. External customer sales are attributed to geographic region based upon the location from which the product is sold to the external customer. For the three months ended September 30, 2023 Reportable Segments Composites Insulation Roofing Eliminations Consolidated Disaggregation Categories U.S. residential $ 98 $ 351 $ 1,009 $ (82) $ 1,376 U.S. commercial and industrial 201 218 49 (2) 466 Total United States 299 569 1,058 (84) 1,842 Europe 115 191 5 (1) 310 Asia-Pacific 111 37 — — 148 Rest of world 42 116 21 — 179 NET SALES $ 567 $ 913 $ 1,084 $ (85) $ 2,479 For the three months ended September 30, 2022 Reportable Segments Composites Insulation Roofing Eliminations Consolidated Disaggregation Categories U.S. residential $ 96 $ 400 $ 912 $ (75) $ 1,333 U.S. commercial and industrial 222 204 54 — 480 Total United States 318 604 966 (75) 1,813 Europe 141 201 5 (2) 345 Asia-Pacific 126 42 1 — 169 Rest of world 53 118 31 — 202 NET SALES $ 638 $ 965 $ 1,003 $ (77) $ 2,529 For the nine months ended September 30, 2023 Reportable Segments Composites Insulation Roofing Eliminations Consolidated Disaggregation Categories U.S. residential $ 270 $ 1,045 $ 2,902 $ (230) $ 3,987 U.S. commercial and industrial 656 647 113 (6) 1,410 Total United States 926 1,692 3,015 (236) 5,397 Europe 387 586 13 (2) 984 Asia-Pacific 334 109 1 — 444 Rest of world 125 350 73 — 548 NET SALES $ 1,772 $ 2,737 $ 3,102 $ (238) $ 7,373 For the nine months ended September 30, 2022 Reportable Segments Composites Insulation Roofing Eliminations Consolidated Disaggregation Categories U.S. residential $ 277 $ 1,125 $ 2,620 $ (204) $ 3,818 U.S. commercial and industrial 657 585 125 (3) 1,364 Total United States 934 1,710 2,745 (207) 5,182 Europe 543 611 16 (5) 1,165 Asia-Pacific 422 118 5 — 545 Rest of world 172 319 93 — 584 NET SALES $ 2,071 $ 2,758 $ 2,859 $ (212) $ 7,476 |
Schedule of Earnings before Interest and Taxes | The following table summarizes EBIT by segment (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Reportable Segments Composites $ 80 $ 126 $ 216 $ 434 Insulation 150 173 469 459 Roofing 343 229 890 663 Total reportable segments 573 528 1,575 1,556 Restructuring costs (41) (12) (106) (29) Gain on sale of Shanghai, China facility — — — 27 Gain on sale of Santa Clara, California site — — 189 — Gains on sale of certain precious metals — 7 2 18 Paroc marine recall (14) — (14) — Acquisition and divestiture-related costs — (2) — (5) Impairment loss on Chambery, France assets held for sale — — — (29) Gain on remeasurement of Fiberteq equity investment — 130 — 130 General corporate expense and other (55) (41) (162) (127) Total corporate, other and eliminations (110) 82 (91) (15) EBIT $ 463 $ 610 $ 1,484 $ 1,541 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories consist of the following (in millions): September 30, 2023 December 31, 2022 Finished goods $ 771 $ 843 Materials and supplies 461 491 Total inventories $ 1,232 $ 1,334 |
DERIVATIVE FINANCIAL INSTRUME_2
DERIVATIVE FINANCIAL INSTRUMENTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Assets and Liabilities at Fair Value | The following table presents the fair value of derivatives and hedging instruments and their respective location on the Consolidated Balance Sheets (in millions): Fair Value at Location September 30, 2023 December 31, 2022 Derivative assets designated as hedging instruments: Cash flow hedges: Natural gas forward swaps Other current assets $ — $ 2 Derivative liabilities designated as hedging instruments: Cash flow hedges: Natural gas forward swaps Other current liabilities $ 15 $ 32 Derivative assets not designated as hedging instruments: Foreign exchange forward contracts Other current assets $ 1 $ 1 Derivative liabilities not designated as hedging instruments: Foreign exchange forward contracts Other current liabilities $ 1 $ 2 |
Schedule of Fair Value Derivative Instruments Statements of Earnings Location | The following table presents the impact and respective location of derivative activities on the Consolidated Statements of Earnings (in millions): Three Months Ended Nine Months Ended Location 2023 2022 2023 2022 Derivative activity designated as hedging instruments: Natural gas cash flow hedges: Amount of loss (gain) reclassified from AOCI (as defined below) into earnings (a) Cost of sales $ 10 $ (21) $ 42 $ (47) Cross-currency swap net investment hedges: Amount of gain recognized in earnings on derivative amounts excluded from effectiveness testing Interest expense, net $ — $ — $ — $ (1) Derivative activity not designated as hedging instruments: Foreign currency: Amount of (gain) loss recognized in earnings (b) Other expense (income), net $ — $ (26) $ 4 $ (54) Treasury interest rate lock: Amount of gain recognized in earnings Other expense (income), net $ — $ (6) $ — $ (6) (a) Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”) (b) Gains related to foreign currency derivatives were substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures, which were also recorded in Other expense (income), net. Please refer to the “Other Derivatives” section below for additional detail. Consolidated Statements of Comprehensive Earnings Activity The following table presents the impact of derivative activities on the Consolidated Statements of Comprehensive Earnings (in millions): Amount of Gain Recognized in Comprehensive Earnings Three Months Ended Nine Months Ended Hedging Type Derivative Financial Instrument 2023 2022 2023 2022 Net investment hedge Cross-currency swaps $ — $ — $ — $ (5) Cash flow hedge Natural gas forward swaps $ (6) $ (4) $ (14) $ (17) Cash flow hedge Treasury interest rate lock $ — $ (2) $ — $ (21) |
GOODWILL AND OTHER INTANGIBLE_2
GOODWILL AND OTHER INTANGIBLE ASSETS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The changes in the net carrying value of goodwill by segment are as follows (in millions): Composites Insulation Roofing Total Gross carrying amount at December 31, 2022 $ 425 $ 1,499 $ 394 $ 2,318 Acquisitions and Divestitures (1) — — (1) Foreign currency translation — (10) (1) (11) Gross carrying amount at September 30, 2023 424 1,489 393 2,306 Accumulated impairment losses at December 31, 2022 — (935) — (935) Foreign currency translation — 7 — 7 Accumulated impairment losses at September 30, 2023 — (928) — (928) Balance, net of impairment, at September 30, 2023 $ 424 $ 561 $ 393 $ 1,378 |
Schedule of Finite-Lived Intangible Assets | Other intangible assets consist of the following (in millions): September 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Accumulated Net Indefinite-lived trademarks and trade names $ 988 $ — $ 988 $ 989 $ — $ 989 Amortizable intangible assets Customer relationships 635 (295) 340 638 (243) 395 Technology 328 (202) 126 330 (187) 143 Trademarks 12 (1) 11 12 — 12 Other (a) 63 (2) 61 66 (3) 63 Total other intangible assets $ 2,026 $ (500) $ 1,526 $ 2,035 $ (433) $ 1,602 |
Schedule of Impaired Intangible Assets | The following table presents the carrying values of these assets as of September 30, 2023: Trade names and trademarks September 30, 2023 European building and technical insulation trade name $ 86 Global cellular glass insulation trademark $ 80 Components branded roofing trademark $ 42 |
Finite-lived Intangible Assets Amortization Expense | The estimated amortization expense for intangible assets for the next five fiscal years ended December 31 is as follows (in millions): Period Amortization 2024 $ 64 2025 $ 57 2026 $ 42 2027 $ 34 2028 $ 33 |
PROPERTY, PLANT AND EQUIPMENT (
PROPERTY, PLANT AND EQUIPMENT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property, plant and equipment consist of the following (in millions): September 30, December 31, 2022 Land $ 165 $ 166 Buildings and leasehold improvements 1,242 1,221 Machinery and equipment 5,349 5,220 Construction in progress 526 522 7,282 7,129 Accumulated depreciation (3,594) (3,400) Property, plant and equipment, net $ 3,688 $ 3,729 |
WARRANTIES (Tables)
WARRANTIES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Product Warranties Disclosures [Abstract] | |
Schedule of Product Warranty Liability | A reconciliation of the warranty liability is as follows (in millions): Nine Months Ended September 30, 2023 2022 Beginning balance $ 88 $ 81 Amounts accrued for current year 18 16 Settlements of warranty claims (10) (9) Ending balance $ 96 $ 88 |
RESTRUCTURING, ACQUISITION AN_2
RESTRUCTURING, ACQUISITION AND DIVESTITURE-RELATED COSTS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Schedule of Restructuring Costs on the Consolidated Statements of Earnings | The following table presents the impact and respective location of total restructuring, acquisition and divestiture-related costs on the Consolidated Statements of Earnings, which are included within Corporate, Other and Eliminations (in millions): Three Months Ended September 30, Nine Months Ended September 30, Type of cost Location 2023 2022 2023 2022 Accelerated depreciation Cost of sales $ 23 $ 9 $ 46 $ 22 Other exit costs Cost of sales 7 1 15 4 Other exit costs Marketing and administrative expenses — — 1 — Acquisition and divestiture-related costs Marketing and administrative expenses — 2 — 5 Severance Other expense (income), net — — 25 1 Other exit costs Other expense (income), net — 2 1 4 Accelerated amortization Other expense (income), net 11 — 18 — Gain on sale of Santa Clara, California site Gain on sale of site — — (189) — Acquisition-related costs Gain on equity method investment — (130) — (130) Total restructuring, acquisition and divestiture-related costs (gains) $ 41 $ (116) $ (83) $ (94) |
Schedule of Restructuring Reserve by Type of Cost | The following table summarizes the status of the unpaid liabilities from the Company’s restructuring activities (in millions): Protective Packaging Exit Wabash Facility Closure European Operating Structure Optimization Composites Strategic Realignment Actions Roofing Restructuring Actions Santa Clara Insulation Site Balance at December 31, 2022 $ — $ — $ — $ 1 $ — $ 7 Restructuring costs 61 23 12 3 2 5 Payments — — (4) (3) (2) (11) Accelerated depreciation and other non-cash items (49) (20) — — — (1) Balance at September 30, 2023 $ 12 $ 3 $ 8 $ 1 $ — $ — Cumulative charges incurred $ 61 $ 23 $ 12 $ 12 $ 10 $ 65 |
DEBT (Tables)
DEBT (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-term Debt Instruments | Details of the Company’s outstanding long-term debt, as well as the fair values, are as follows (in millions): September 30, 2023 December 31, 2022 Carrying Value Fair Value Carrying Value Fair Value 4.200% senior notes, net of discount and financing fees, due 2024 $ 399 98 % $ 398 99 % 3.400% senior notes, net of discount and financing fees, due 2026 398 94 % 398 94 % 3.950% senior notes, net of discount and financing fees, due 2029 447 91 % 446 90 % 3.875% senior notes, net of discount and financing fees, due 2030 298 88 % 298 89 % 7.000% senior notes, net of discount and financing fees, due 2036 368 106 % 368 107 % 4.300% senior notes, net of discount and financing fees, due 2047 589 76 % 589 78 % 4.400% senior notes, net of discount and financing fees, due 2048 391 76 % 390 78 % Various finance leases, due through 2050 (a) 142 100 % 131 100 % Other 1 N/A 2 N/A Total long-term debt 3,033 N/A 3,020 N/A Less – current portion (a) 31 100 % 28 100 % Long-term debt, net of current portion $ 3,002 N/A $ 2,992 N/A |
Schedule of Line of Credit Facilities | The following table shows how the Company utilized its primary sources of liquidity (in millions): Balance at September 30, 2023 Senior Revolving Credit Facility Receivables Securitization Facility Facility size or borrowing limit $ 800 $ 280 Collateral capacity limitation on availability N/A — Outstanding borrowings — — Outstanding letters of credit 4 1 Availability on facility $ 796 $ 279 |
PENSION PLANS AND OTHER POSTR_2
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Pension Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Schedule of Net Benefit Costs | The following table presents the components of net periodic pension cost (in millions): Three Months Ended September 30, 2023 2022 U.S. Non-U.S. Total U.S. Non-U.S. Total Components of Net Periodic Pension Cost Service cost $ 1 $ — $ 1 $ 3 $ 1 $ 4 Interest cost 8 4 12 6 3 9 Expected return on plan assets (10) (4) (14) (9) (4) (13) Amortization of actuarial loss 1 1 2 2 — 2 Net periodic pension cost $ — $ 1 $ 1 $ 2 $ — $ 2 Nine Months Ended September 30, 2023 2022 U.S. Non-U.S. Total U.S. Non-U.S. Total Components of Net Periodic Pension Cost Service cost $ 2 $ 2 $ 4 $ 5 $ 3 $ 8 Interest cost 24 12 36 18 8 26 Expected return on plan assets (30) (11) (41) (27) (12) (39) Amortization of actuarial loss 4 2 6 8 1 9 Net periodic pension cost $ — $ 5 $ 5 $ 4 $ — $ 4 |
Other Postretirement Benefits Plan | |
Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items] | |
Schedule of Net Benefit Costs | The following table provides the components of net periodic postretirement benefit income for U.S. plans for the periods indicated (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Components of Net Periodic Postretirement Benefit Income Service cost $ — $ — $ — $ 1 Interest cost 1 1 4 3 Amortization of actuarial gain (2) (2) (6) (6) Net periodic postretirement benefit income $ (1) $ (1) $ (2) $ (2) |
STOCK COMPENSATION (Tables)
STOCK COMPENSATION (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | Stock-based compensation expense included in Marketing and administrative expenses in the accompanying Consolidated Statements of Earnings is as follows (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Total stock-based compensation expense $ 11 $ 13 $ 38 $ 38 |
Schedule of Share-based Compensation, Stock Options, Activity | The following table summarizes the Company’s stock option activity: Weighted-Average Number of Options Exercise Price Remaining Intrinsic Value (in millions) Outstanding, December 31, 2022 27,000 $ 37.65 1.1 $ 1 Exercised (17,900) 37.65 Outstanding, September 30, 2023 9,100 $ 37.65 0.4 $ 1 Exercisable, September 30, 2023 9,100 $ 37.65 0.4 $ 1 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity | The following table summarizes the Company’s RSU activity: Number of RSUs Weighted-Average Balance at December 31, 2022 1,276,160 $ 69.16 Granted 353,809 101.19 Vested (355,975) 68.82 Forfeited (64,489) 86.96 Balance at September 30, 2023 1,209,505 $ 77.37 |
Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions | The following table provides a summary of the assumptions for PSUs granted in 2023 and 2022: Nine Months Ended September 30, 2023 2022 Expected volatility 44.66% 41.65% Risk free interest rate 3.75% 1.36% Expected term (in years) 2.91 2.91 Grant date fair value of units granted $ 119.33 $ 122.69 |
Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Performance-Based Units, Vested and Expected to Vest | The following table summarizes the Company’s PSU activity: Number Weighted-Average Balance at December 31, 2022 303,716 $ 91.47 Granted 164,128 101.76 Vested (24,120) 76.58 Forfeited (52,491) 94.94 Balance at September 30, 2023 391,233 $ 95.80 |
EARNINGS PER SHARE (Tables)
EARNINGS PER SHARE (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table is a reconciliation of weighted-average shares for calculating basic and diluted earnings per share (in millions, except per share amounts): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Net earnings attributable to Owens Corning $ 337 $ 470 $ 1,065 $ 1,117 Weighted-average number of shares outstanding used for basic earnings per share 90.0 96.3 90.6 97.8 Non-vested restricted stock units and performance share units 0.9 0.8 0.9 0.9 Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share 90.9 97.1 91.5 98.7 Earnings per common share attributable to Owens Corning common stockholders: Basic $ 3.74 $ 4.88 $ 11.75 $ 11.42 Diluted $ 3.71 $ 4.84 $ 11.64 $ 11.32 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation | The following table provides the Income tax expense (in millions) and effective tax rate for the periods indicated: Three Months Ended September 30, Nine Months Ended September 30, 2023 2022 2023 2022 Income tax expense $ 110 $ 114 $ 361 $ 340 Effective tax rate 25 % 20 % 25 % 23 % |
CHANGES IN ACCUMULATED OTHER _2
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Components of Accumulated Other Comprehensive Income (Loss) | The following table summarizes the changes in accumulated other comprehensive income (deficit) (in millions): Three Months Ended Nine Months Ended 2023 2022 2023 2022 Currency Translation Adjustment Beginning balance $ (339) $ (358) $ (380) $ (279) Net investment hedge amounts classified into AOCI, net of tax — — — 4 Loss on foreign currency translation (73) (160) (32) (243) Other comprehensive loss, net of tax (73) (160) (32) (239) Ending balance $ (412) $ (518) $ (412) $ (518) Pension and Other Postretirement Adjustment Beginning balance $ (304) $ (309) $ (301) $ (318) Amounts reclassified from AOCI to net earnings, net of tax (a) — — — 2 Amounts classified into AOCI, net of tax 2 6 (1) 13 Other comprehensive income (loss), net of tax 2 6 (1) 15 Ending balance $ (302) $ (303) $ (302) $ (303) Hedging Adjustment Beginning balance $ 6 $ 39 $ — $ 16 Amounts reclassified from AOCI to net earnings, net of tax (b) 8 (16) 32 (35) Amounts classified into AOCI, net of tax (3) 22 (21) 64 Other comprehensive income, net of tax 5 6 11 29 Ending balance $ 11 $ 45 $ 11 $ 45 Total AOCI ending balance $ (703) $ (776) $ (703) $ (776) (a) These AOCI components are included in the computation of total Pension and Other postretirement expense and are recorded in Non-operating income. See Note 12 for additional information. (b) Amounts reclassified from (loss) gain on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings and is recognized in Cost of sales or Interest expense, net depending on the hedged item. See Note 4 for additional information. |
GENERAL (Details)
GENERAL (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Related Party Transaction [Line Items] | ||||||
Contract liability | $ 96 | $ 86 | $ 96 | $ 86 | $ 89 | $ 76 |
Contract liability, revenue recognized | 17 | 16 | ||||
Restricted cash | 9 | 7 | 9 | 7 | 8 | $ 7 |
Related party transaction, expenses | 22 | $ 42 | 72 | 102 | ||
Outstanding supplier finance programs | 205 | 205 | 234 | |||
Invoices paid | 454 | $ 481 | ||||
Related Party | ||||||
Related Party Transaction [Line Items] | ||||||
Due to related party supplier | $ 5 | $ 5 | $ 3 |
SEGMENT INFORMATION (Details)
SEGMENT INFORMATION (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) segment | Sep. 30, 2022 USD ($) | |
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Number of reportable segments | segment | 3 | |||
Disaggregated revenue | $ 2,479 | $ 2,529 | $ 7,373 | $ 7,476 |
EBIT | 463 | 610 | 1,484 | 1,541 |
Restructuring costs | (41) | (12) | (106) | (29) |
Gain on sale of Shanghai, China facility | 0 | 0 | 0 | 27 |
Gain on sale of Santa Clara, California site | 0 | 0 | 189 | 0 |
Gains on sale of certain precious metals | 0 | 7 | 2 | 18 |
Paroc marine recall | (14) | 0 | (14) | 0 |
Acquisition and divestiture-related costs | 0 | (2) | 0 | (5) |
Impairment loss on Chambery, France assets held for sale | 0 | 0 | 0 | (29) |
Gain on remeasurement of Fiberteq equity investment | 0 | 130 | 0 | 130 |
General corporate expense and other | (55) | (41) | (162) | (127) |
Eliminations | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | (85) | (77) | (238) | (212) |
EBIT | (110) | 82 | (91) | (15) |
U.S. | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 1,842 | 1,813 | 5,397 | 5,182 |
U.S. | Eliminations | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | (84) | (75) | (236) | (207) |
U.S. | Residential | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 1,376 | 1,333 | 3,987 | 3,818 |
U.S. | Residential | Eliminations | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | (82) | (75) | (230) | (204) |
U.S. | Commercial and Industrial Sector | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 466 | 480 | 1,410 | 1,364 |
U.S. | Commercial and Industrial Sector | Eliminations | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | (2) | 0 | (6) | (3) |
Europe | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 310 | 345 | 984 | 1,165 |
Europe | Eliminations | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | (1) | (2) | (2) | (5) |
Asia Pacific | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 148 | 169 | 444 | 545 |
Asia Pacific | Eliminations | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 0 | 0 | 0 | 0 |
Rest of world | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 179 | 202 | 548 | 584 |
Rest of world | Eliminations | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 0 | 0 | 0 | 0 |
Composites | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 567 | 638 | 1,772 | 2,071 |
EBIT | 80 | 126 | 216 | 434 |
Composites | U.S. | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 299 | 318 | 926 | 934 |
Composites | U.S. | Residential | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 98 | 96 | 270 | 277 |
Composites | U.S. | Commercial and Industrial Sector | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 201 | 222 | 656 | 657 |
Composites | Europe | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 115 | 141 | 387 | 543 |
Composites | Asia Pacific | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 111 | 126 | 334 | 422 |
Composites | Rest of world | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 42 | 53 | 125 | 172 |
Insulation | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 913 | 965 | 2,737 | 2,758 |
EBIT | 150 | 173 | 469 | 459 |
Insulation | U.S. | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 569 | 604 | 1,692 | 1,710 |
Insulation | U.S. | Residential | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 351 | 400 | 1,045 | 1,125 |
Insulation | U.S. | Commercial and Industrial Sector | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 218 | 204 | 647 | 585 |
Insulation | Europe | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 191 | 201 | 586 | 611 |
Insulation | Asia Pacific | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 37 | 42 | 109 | 118 |
Insulation | Rest of world | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 116 | 118 | 350 | 319 |
Roofing | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 1,084 | 1,003 | 3,102 | 2,859 |
EBIT | 343 | 229 | 890 | 663 |
Roofing | U.S. | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 1,058 | 966 | 3,015 | 2,745 |
Roofing | U.S. | Residential | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 1,009 | 912 | 2,902 | 2,620 |
Roofing | U.S. | Commercial and Industrial Sector | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 49 | 54 | 113 | 125 |
Roofing | Europe | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 5 | 5 | 13 | 16 |
Roofing | Asia Pacific | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 0 | 1 | 1 | 5 |
Roofing | Rest of world | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
Disaggregated revenue | 21 | 31 | 73 | 93 |
Total Segments | Operating Segments | ||||
Segment Reporting, Significant Reconciling Item [Line Items] | ||||
EBIT | $ 573 | $ 528 | $ 1,575 | $ 1,556 |
INVENTORIES (Details)
INVENTORIES (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Finished goods | $ 771 | $ 843 |
Materials and supplies | 461 | 491 |
Total inventories | $ 1,232 | $ 1,334 |
DERIVATIVE FINANCIAL INSTRUME_3
DERIVATIVE FINANCIAL INSTRUMENTS BALANCE SHEET (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Other current assets | Designated as Hedging Instrument | Cash Flow Hedging | Energy Related Derivative | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | $ 0 | $ 2 |
Other current assets | Nondesignated as Hedging Instrument | Foreign Exchange Contract | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset, fair value | 1 | 1 |
Other current liabilities | Designated as Hedging Instrument | Cash Flow Hedging | Energy Related Derivative | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | 15 | 32 |
Other current liabilities | Nondesignated as Hedging Instrument | Foreign Exchange Contract | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability, fair value | $ 1 | $ 2 |
DERIVATIVE FINANCIAL INSTRUME_4
DERIVATIVE FINANCIAL INSTRUMENTS INCOME STATEMENT (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Energy Related Derivative | Cash Flow Hedging | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of gain reclassified from AOCI (as defined below) into earnings | $ 15 | |||
Amount of gain recognized in earnings | $ (6) | $ (4) | (14) | $ (17) |
Cross Currency Interest Rate Contract | Net Investment Hedging | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of gain recognized in earnings | 0 | 0 | 0 | (5) |
Treasury interest rate lock | Cash Flow Hedging | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of gain recognized in earnings | 0 | (2) | 0 | (21) |
Designated as Hedging Instrument | Energy Related Derivative | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of gain reclassified from AOCI (as defined below) into earnings | 10 | (21) | 42 | (47) |
Designated as Hedging Instrument | Interest Rate Swap | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of gain recognized in earnings on derivative amounts excluded from effectiveness testing | 0 | 0 | 0 | (1) |
Nondesignated as Hedging Instrument | Foreign Exchange Contract | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of gain recognized in earnings | 0 | (26) | 4 | (54) |
Nondesignated as Hedging Instrument | Treasury interest rate lock | ||||
Derivative Instruments Gain Loss [Line Items] | ||||
Amount of gain recognized in earnings | $ 0 | $ (6) | $ 0 | $ (6) |
DERIVATIVE FINANCIAL INSTRUME_5
DERIVATIVE FINANCIAL INSTRUMENTS DERIVATIVE FINANCIAL INSTRUMENTS CASH FLOW (Details) MMBTU in Millions, $ in Millions | 1 Months Ended | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) MMBTU | Sep. 30, 2022 USD ($) | Jun. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) MMBTU | Sep. 30, 2022 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2020 USD ($) | |
Derivative [Line Items] | ||||||||
Unrecognized gain included in AOCI | $ 31 | |||||||
Energy Related Derivative | Cash Flow Hedging | ||||||||
Derivative [Line Items] | ||||||||
Derivative, nonmonetary notional amount | MMBTU | 7 | 7 | ||||||
Unrecognized loss | $ 15 | |||||||
Loss reclassified from AOCI | 15 | |||||||
Amount of gain recognized in earnings | $ 6 | $ 4 | $ 14 | $ 17 | ||||
Treasury interest rate lock | ||||||||
Derivative [Line Items] | ||||||||
Derivative, notional amount | $ 175 | |||||||
Term of derivatives (in years) | 10 years | |||||||
Derivative, fixed interest rate | 0.994% | |||||||
Amount of gain recognized in earnings | $ 6 | |||||||
Cash received upon settlement | $ 37 | |||||||
Amortized portion part of interest expense for future issuance of debt | $ 31 | |||||||
Cross Currency Interest Rate Contract | ||||||||
Derivative [Line Items] | ||||||||
Proceeds from derivative instrument | $ 11 | |||||||
Euro Member Countries, Euro | Foreign exchange forward contracts | ||||||||
Derivative [Line Items] | ||||||||
Derivative, notional amount | 30 | 30 | ||||||
U.S. | Foreign exchange forward contracts | ||||||||
Derivative [Line Items] | ||||||||
Derivative, notional amount | $ 159 | $ 159 |
GOODWILL AND OTHER INTANGIBLE_3
GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill Rollforward (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Roll Forward] | ||
Balance at beginning of period, gross carrying amount | $ 2,318 | |
Acquisitions and Divestitures | (1) | |
Foreign currency translation | (11) | |
Balance at end of period, gross carrying amount | 2,306 | |
Goodwill, Impaired, Accumulated Impairment [Roll Forward] | ||
Balance at beginning of period, accumulated impairment loss | (935) | |
Foreign currency translation | 7 | |
Balance at end of period, accumulated impairment loss | (928) | |
Goodwill, net | 1,378 | $ 1,383 |
Composites | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period, gross carrying amount | 425 | |
Acquisitions and Divestitures | (1) | |
Foreign currency translation | 0 | |
Balance at end of period, gross carrying amount | 424 | |
Goodwill, Impaired, Accumulated Impairment [Roll Forward] | ||
Balance at beginning of period, accumulated impairment loss | 0 | |
Foreign currency translation | 0 | |
Balance at end of period, accumulated impairment loss | 0 | |
Goodwill, net | 424 | |
Insulation | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period, gross carrying amount | 1,499 | |
Acquisitions and Divestitures | 0 | |
Foreign currency translation | (10) | |
Balance at end of period, gross carrying amount | 1,489 | |
Goodwill, Impaired, Accumulated Impairment [Roll Forward] | ||
Balance at beginning of period, accumulated impairment loss | (935) | |
Foreign currency translation | 7 | |
Balance at end of period, accumulated impairment loss | (928) | |
Goodwill, net | 561 | |
Roofing | ||
Goodwill [Roll Forward] | ||
Balance at beginning of period, gross carrying amount | 394 | |
Acquisitions and Divestitures | 0 | |
Foreign currency translation | (1) | |
Balance at end of period, gross carrying amount | 393 | |
Goodwill, Impaired, Accumulated Impairment [Roll Forward] | ||
Balance at beginning of period, accumulated impairment loss | 0 | |
Foreign currency translation | 0 | |
Balance at end of period, accumulated impairment loss | 0 | |
Goodwill, net | $ 393 |
GOODWILL AND OTHER INTANGIBLE_4
GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 USD ($) intangible_asset | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) intangible_asset | Sep. 30, 2022 USD ($) | |
Finite-Lived Intangible Assets [Line Items] | ||||
Number of indefinite-lived intangible assets are increased risk of impairment | intangible_asset | 3 | 3 | ||
Amortization expense for intangible assets | $ 28 | $ 14 | $ 70 | $ 37 |
Amortization expense for intangible assets for remainder of the year | $ 27 | $ 27 | ||
Maximum | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Weighted average useful life (in years) | 45 years | 45 years |
GOODWILL AND OTHER INTANGIBLE_5
GOODWILL AND OTHER INTANGIBLE ASSETS - Intangible Assets Rollforward (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets, Net [Abstract] | ||
Accumulated Amortization | $ (500) | $ (433) |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Amount | 2,026 | 2,035 |
Accumulated Amortization | (500) | (433) |
Net Carrying Amount | 1,526 | 1,602 |
Indefinite-lived trademarks and trade names | ||
Acquired Indefinite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived trademarks and trade names | 988 | 989 |
Customer relationships | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 635 | 638 |
Accumulated Amortization | (295) | (243) |
Net Carrying Amount | 340 | 395 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (295) | (243) |
Technology | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 328 | 330 |
Accumulated Amortization | (202) | (187) |
Net Carrying Amount | 126 | 143 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (202) | (187) |
Trademarks | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 12 | 12 |
Accumulated Amortization | (1) | 0 |
Net Carrying Amount | 11 | 12 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | (1) | 0 |
Other | ||
Finite-Lived Intangible Assets, Net [Abstract] | ||
Gross Carrying Amount | 63 | 66 |
Accumulated Amortization | (2) | (3) |
Net Carrying Amount | 61 | 63 |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | ||
Accumulated Amortization | $ (2) | $ (3) |
GOODWILL AND OTHER INTANGIBLE_6
GOODWILL AND OTHER INTANGIBLE ASSETS - Impaired Intangible Assets (Details) - USD ($) $ in Millions | Sep. 30, 2023 | Dec. 31, 2022 |
Schedule Of Intangible Assets By Major Class [Line Items] | ||
Intangible assets | $ 1,526 | $ 1,602 |
European building and technical insulation trade name | ||
Schedule Of Intangible Assets By Major Class [Line Items] | ||
Intangible assets | 86 | |
Global cellular glass insulation trademark | ||
Schedule Of Intangible Assets By Major Class [Line Items] | ||
Intangible assets | 80 | |
Components branded roofing trademark | ||
Schedule Of Intangible Assets By Major Class [Line Items] | ||
Intangible assets | $ 42 |
GOODWILL AND OTHER INTANGIBLE_7
GOODWILL AND OTHER INTANGIBLE ASSETS - Amortization Expense (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 64 |
2025 | 57 |
2026 | 42 |
2027 | 34 |
2028 | $ 33 |
PROPERTY, PLANT AND EQUIPMENT_2
PROPERTY, PLANT AND EQUIPMENT (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Property Plant And Equipment [Line Items] | |||||
Property plant and equipment, gross | $ 7,282 | $ 7,282 | $ 7,129 | ||
Accumulated depreciation | (3,594) | (3,594) | (3,400) | ||
Property, plant and equipment, net | $ 3,688 | $ 3,688 | $ 3,729 | ||
Precious metals depletion percentage | 9% | 9% | 10% | ||
Precious metal percent of deprecation expense | 3% | 3% | |||
Increase to property, plant and equipment | $ 0 | $ 7 | $ 0 | $ 18 | |
Other Nonoperating Income (Expense) | |||||
Property Plant And Equipment [Line Items] | |||||
Increase to property, plant and equipment | $ 7 | $ 18 | |||
Land | |||||
Property Plant And Equipment [Line Items] | |||||
Property plant and equipment, gross | 165 | 165 | $ 166 | ||
Buildings and leasehold improvements | |||||
Property Plant And Equipment [Line Items] | |||||
Property plant and equipment, gross | 1,242 | 1,242 | 1,221 | ||
Machinery and equipment | |||||
Property Plant And Equipment [Line Items] | |||||
Property plant and equipment, gross | 5,349 | 5,349 | 5,220 | ||
Construction in progress | |||||
Property Plant And Equipment [Line Items] | |||||
Property plant and equipment, gross | $ 526 | $ 526 | $ 522 |
ACQUISITIONS - Narrative (Detai
ACQUISITIONS - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 01, 2022 | Aug. 01, 2022 | Jun. 01, 2022 | May 23, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | |||||||||
Gain on equity method investment | $ 0 | $ 130 | $ 0 | $ 130 | |||||
Goodwill | 1,378 | $ 1,378 | $ 1,383 | ||||||
Pultron Composites | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of voting rights to be acquired | 65.50% | ||||||||
Business combination, consideration transferred | $ 47 | ||||||||
Goodwill | 42 | ||||||||
Goodwill, expected tax deductible amount | 37 | ||||||||
Redeemable noncontrolling interest | 25 | ||||||||
Assets and technology acquired | $ 65 | ||||||||
Pultron Composites | Technology-Based Intangible Assets | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated weighted average life of finite-lived intangible assets acquired (in years) | 15 years | ||||||||
Intangible assets acquired | $ 15 | ||||||||
WearDeck | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, consideration transferred | $ 133 | ||||||||
Intangible assets acquired other than goodwill | 38 | ||||||||
Goodwill | 68 | ||||||||
Goodwill, expected tax deductible amount | 61 | ||||||||
WearDeck | Trademarks | |||||||||
Business Acquisition [Line Items] | |||||||||
Indefinite lived intangible assets acquired | $ 7 | ||||||||
WearDeck | Technology-Based Intangible Assets | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated weighted average life of finite-lived intangible assets acquired (in years) | 11 years | ||||||||
Intangible assets acquired | $ 10 | ||||||||
WearDeck | Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated weighted average life of finite-lived intangible assets acquired (in years) | 15 years | ||||||||
Intangible assets acquired | $ 21 | ||||||||
WearDeck | Trademarks | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated weighted average life of finite-lived intangible assets acquired (in years) | 10 years | ||||||||
Natural Polymers, LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Business combination, consideration transferred | $ 111 | ||||||||
Intangible assets acquired other than goodwill | 44 | ||||||||
Goodwill | 62 | ||||||||
Natural Polymers, LLC | Trademarks | |||||||||
Business Acquisition [Line Items] | |||||||||
Indefinite lived intangible assets acquired | $ 5 | ||||||||
Natural Polymers, LLC | Technology-Based Intangible Assets | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated weighted average life of finite-lived intangible assets acquired (in years) | 6 years | ||||||||
Intangible assets acquired | $ 12 | ||||||||
Natural Polymers, LLC | Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated weighted average life of finite-lived intangible assets acquired (in years) | 17 years | ||||||||
Intangible assets acquired | $ 27 | ||||||||
Natural Polymers, LLC | Trademarks | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated weighted average life of finite-lived intangible assets acquired (in years) | 10 years | ||||||||
Fiberteq LLC | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of voting rights to be acquired | 50% | ||||||||
Business combination, consideration transferred | $ 140 | ||||||||
Additional consideration transferred | $ 6 | ||||||||
Equity method investment carrying value | 17 | ||||||||
Fair value of equity method investment | 147 | ||||||||
Gain on equity method investment | $ 130 | ||||||||
Intangible assets acquired other than goodwill | 58 | ||||||||
Unfavorable contract liability | 62 | ||||||||
Goodwill | $ 242 | ||||||||
Goodwill, expected tax deductible percentage | 50% | ||||||||
Fiberteq LLC | Customer Relationships [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Estimated weighted average life of finite-lived intangible assets acquired (in years) | 3 years |
DIVESTITURES (Details)
DIVESTITURES (Details) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended | |||||
Mar. 03, 2023 | Nov. 24, 2022 | Jul. 01, 2022 | Mar. 31, 2023 | Sep. 30, 2021 | Dec. 31, 2022 | Sep. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
De-recognition of assets | $ (45) | $ 0 | |||||
Loss on sale of Russian operations | 33 | ||||||
CALIFORNIA | Santa Clara Insulation Site | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestiture of business | $ 234 | ||||||
Non-refundable deposit | $ 50 | ||||||
Gain on sale | $ 189 | ||||||
RUSSIAN FEDERATION | Composites And Insulation | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestiture of business | $ 104 | ||||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Chambery, France Manufacturing Assets | |||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||||
Proceeds from divestiture of business | $ 80 | ||||||
Pre-tax charge | $ 30 |
WARRANTIES (Details)
WARRANTIES (Details) - USD ($) $ in Millions | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Movement In Standard And Extended Product Warranty Increase Decrease Roll Forward | ||
Product warranty accrual, beginning balance | $ 88 | $ 81 |
Amounts accrued for current year | 18 | 16 |
Settlements of warranty claims | (10) | (9) |
Product warranty accrual, ending balance | $ 96 | $ 88 |
RESTRUCTURING, ACQUISITION AN_3
RESTRUCTURING, ACQUISITION AND DIVESTITURE-RELATED COSTS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Mar. 03, 2023 | Jul. 01, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | Apr. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | |||||||||
Acquisition related costs | $ 0 | $ 2 | $ 0 | $ 5 | |||||
Restructuring costs | (41) | 116 | 83 | 94 | |||||
Disposal Group, Held-for-sale, Not Discontinued Operations | Chambery, France Manufacturing Assets | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Pre-tax charge | $ 30 | ||||||||
Proceeds from divestiture of business | $ 80 | ||||||||
Santa Clara Insulation Site | CALIFORNIA | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Proceeds from divestiture of business | $ 234 | ||||||||
Non-refundable deposit | $ 50 | ||||||||
Protective Packaging Exit | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Estimated savings from restructuring | 49 | 49 | |||||||
Restructuring costs | (61) | ||||||||
Restructuring reserve | 12 | 12 | 0 | ||||||
Payments | 0 | ||||||||
Accelerated depreciation and other non-cash items | (49) | ||||||||
Cumulative charges incurred | 61 | 61 | |||||||
Wabash, Indiana Facility Closure | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Estimated savings from restructuring | 12 | 12 | |||||||
Restructuring costs | (23) | ||||||||
Restructuring reserve | 3 | 3 | 0 | ||||||
Payments | 0 | ||||||||
Accelerated depreciation and other non-cash items | (20) | ||||||||
Cumulative charges incurred | 23 | 23 | |||||||
European Operating Structure Optimization | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring cost, expected cost | 20 | 20 | |||||||
Severance costs | 12 | ||||||||
Restructuring costs | (12) | ||||||||
Restructuring reserve | 8 | 8 | 0 | ||||||
Payments | (4) | ||||||||
Accelerated depreciation and other non-cash items | 0 | ||||||||
Cumulative charges incurred | 12 | 12 | |||||||
Composites Strategic Realignment Actions | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | (3) | ||||||||
Restructuring reserve | 1 | 1 | 1 | ||||||
Payments | (3) | ||||||||
Accelerated depreciation and other non-cash items | 0 | ||||||||
Cumulative charges incurred | 12 | 12 | |||||||
Roofing Restructuring Actions | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | (2) | ||||||||
Restructuring reserve | 0 | 0 | 0 | ||||||
Payments | (2) | ||||||||
Accelerated depreciation and other non-cash items | 0 | ||||||||
Cumulative charges incurred | 10 | 10 | |||||||
Roofing Restructuring Actions | Roofing | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | (2) | ||||||||
Santa Clara Insulation Site | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | (5) | ||||||||
Restructuring reserve | 0 | 0 | $ 7 | ||||||
Payments | (11) | ||||||||
Accelerated depreciation and other non-cash items | (1) | ||||||||
Cumulative charges incurred | 65 | 65 | |||||||
Accelerated depreciation | Protective Packaging Exit | Minimum | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring cost, expected cost | 65 | 65 | |||||||
Accelerated depreciation | Protective Packaging Exit | Maximum | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring cost, expected cost | 75 | 75 | |||||||
Accelerated depreciation | Exit of DUCS Product Line | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | (3) | ||||||||
Accelerated depreciation | Cost Reductions Actions 2017 | Cost of sales | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | (23) | (9) | (46) | (22) | |||||
Employee Severance And Other Exit Costs | Protective Packaging Exit | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring cost, expected cost | 20 | 20 | |||||||
Employee Severance And Other Exit Costs | Wabash, Indiana Facility Closure | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring cost, expected cost | $ 30 | ||||||||
Other exit costs | Cost Reductions Actions 2017 | Cost of sales | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | (7) | (1) | (15) | (4) | |||||
Other exit costs | Cost Reductions Actions 2017 | Marketing and administrative expenses | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | 0 | 0 | (1) | 0 | |||||
Severance | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring reserve | 24 | 24 | |||||||
Severance | Wabash, Indiana Facility Closure | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | (23) | ||||||||
Severance | Cost Reductions Actions 2017 | Other Income | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | 0 | 0 | (25) | (1) | |||||
Gain on sale of Santa Clara, California site | Cost Reductions Actions 2017 | Gain on sale of site | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | 0 | 0 | 189 | 0 | |||||
Acquisition and divestiture-related costs | Cost Reductions Actions 2017 | Marketing and administrative expenses | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | 0 | (2) | 0 | (5) | |||||
Acquisition and divestiture-related costs | Cost Reductions Actions 2017 | Gain on equity method investment | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | 0 | 130 | 0 | 130 | |||||
Other exit costs | Cost Reductions Actions 2017 | Other Income | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | 0 | (2) | (1) | (4) | |||||
Accelerated amortization | Cost Reductions Actions 2017 | Other Income | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | $ (11) | $ 0 | (18) | $ 0 | |||||
Asset Write-Off And Employee Severance | Protective Packaging Exit | |||||||||
Restructuring Cost and Reserve [Line Items] | |||||||||
Restructuring costs | $ (61) |
DEBT (Details)
DEBT (Details) - USD ($) $ in Millions | 3 Months Ended | |||||||||
Aug. 12, 2019 | Jun. 26, 2017 | Aug. 08, 2016 | Nov. 12, 2014 | Mar. 31, 2018 | Sep. 30, 2023 | Dec. 31, 2022 | May 12, 2020 | Jan. 25, 2018 | Oct. 31, 2006 | |
Debt Instrument [Line Items] | ||||||||||
Carrying Value | $ 3,033 | $ 3,020 | ||||||||
Fair Value | 100% | 100% | ||||||||
Other | $ 1 | $ 2 | ||||||||
Long-term debt, current maturities | 31 | 28 | ||||||||
Long-term debt, net of current portion | 3,002 | 2,992 | ||||||||
Line of credit facility, maximum borrowing capacity | 800 | |||||||||
Short-term debt (less than) | $ 1 | $ 1 | ||||||||
Short-term debt, weighted average interest rate, at point in time | 3% | 2.80% | ||||||||
Senior Notes Due 2024 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, percentage rate | 4.20% | |||||||||
Carrying Value | $ 399 | $ 398 | ||||||||
Fair Value | 98% | 99% | ||||||||
Debt instrument, face amount | $ 400 | |||||||||
Senior Notes Due 2026 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, percentage rate | 3.40% | |||||||||
Carrying Value | $ 398 | $ 398 | ||||||||
Fair Value | 94% | 94% | ||||||||
Debt instrument, face amount | $ 400 | |||||||||
Senior Notes Due 2029 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, percentage rate | 3.95% | |||||||||
Carrying Value | $ 447 | $ 446 | ||||||||
Fair Value | 91% | 90% | ||||||||
Debt instrument, face amount | $ 450 | |||||||||
Senior Notes, Due 2030 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, percentage rate | 3.875% | |||||||||
Carrying Value | $ 298 | $ 298 | ||||||||
Fair Value | 88% | 89% | ||||||||
Debt instrument, face amount | $ 300 | |||||||||
Senior Notes Due 2036 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, percentage rate | 7% | |||||||||
Carrying Value | $ 368 | $ 368 | ||||||||
Fair Value | 106% | 107% | ||||||||
Debt instrument, face amount | $ 550 | |||||||||
Repayments of debt | 34 | $ 140 | ||||||||
Senior Notes Due 2047 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, percentage rate | 4.30% | |||||||||
Carrying Value | $ 589 | $ 589 | ||||||||
Fair Value | 76% | 78% | ||||||||
Debt instrument, face amount | 600 | |||||||||
Senior Notes Due 2048 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Long-term debt, percentage rate | 4.40% | |||||||||
Carrying Value | $ 391 | $ 390 | ||||||||
Fair Value | 76% | 78% | ||||||||
Debt instrument, face amount | $ 400 | |||||||||
Various finance leases, due through 2032 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Carrying Value | $ 142 | $ 131 | ||||||||
Fair Value | 100% | 100% | ||||||||
Senior Notes Due 2022 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of debt | $ 416 | |||||||||
Senior Notes Due 2019 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of debt | $ 144 | 105 | ||||||||
Senior Notes Due 2016 | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Repayments of debt | $ 158 | $ 242 | ||||||||
Senior Revolving Credit Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Proceeds from issuance of debt | $ 600 | |||||||||
Line of credit facility, maximum borrowing capacity | $ 800 | |||||||||
Receivables Securitization Facility | ||||||||||
Debt Instrument [Line Items] | ||||||||||
Debt instrument, face amount | 280 | |||||||||
Line of credit facility, maximum borrowing capacity | $ 280 |
DEBT - Credit Facility Utilizat
DEBT - Credit Facility Utilization (Details) $ in Millions | Sep. 30, 2023 USD ($) |
Debt Instrument [Line Items] | |
Facility size or borrowing limit | $ 800 |
Senior Revolving Credit Facility | |
Debt Instrument [Line Items] | |
Facility size or borrowing limit | 800 |
Outstanding borrowings | 0 |
Outstanding letters of credit | 4 |
Availability on facility | 796 |
Receivables Securitization Facility | |
Debt Instrument [Line Items] | |
Facility size or borrowing limit | 280 |
Collateral capacity limitation on availability | 0 |
Outstanding borrowings | 0 |
Outstanding letters of credit | 1 |
Availability on facility | $ 279 |
PENSION PLANS AND OTHER POSTR_3
PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||||
Dec. 31, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Oct. 12, 2023 | |
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract] | ||||||
Contributions by employer | $ 4 | |||||
Pension Plan | ||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||||
Service cost | $ 1 | $ 4 | 4 | $ 8 | ||
Interest cost | 12 | 9 | 36 | 26 | ||
Expected return on plan assets | (14) | (13) | (41) | (39) | ||
Amortization of actuarial gain | 2 | 2 | 6 | 9 | ||
Net periodic postretirement benefit income | 1 | 2 | 5 | 4 | ||
Pension Plan | Subsequent Event | ||||||
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract] | ||||||
Outstanding pension projected benefit obligation | $ 291 | |||||
Other Postretirement Benefits Plan | ||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||||
Service cost | 0 | 0 | 0 | 1 | ||
Interest cost | 1 | 1 | 4 | 3 | ||
Amortization of actuarial gain | (2) | (2) | (6) | (6) | ||
Net periodic postretirement benefit income | (1) | (1) | (2) | (2) | ||
U.S. | Pension Plan | ||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||||
Service cost | 1 | 3 | 2 | 5 | ||
Interest cost | 8 | 6 | 24 | 18 | ||
Expected return on plan assets | (10) | (9) | (30) | (27) | ||
Amortization of actuarial gain | 1 | 2 | 4 | 8 | ||
Net periodic postretirement benefit income | 0 | 2 | 0 | 4 | ||
Non-U.S. | Pension Plan | ||||||
Defined Benefit Plan, Net Periodic Benefit Cost (Credit) [Abstract] | ||||||
Service cost | 0 | 1 | 2 | 3 | ||
Interest cost | 4 | 3 | 12 | 8 | ||
Expected return on plan assets | (4) | (4) | (11) | (12) | ||
Amortization of actuarial gain | 1 | 0 | 2 | 1 | ||
Net periodic postretirement benefit income | $ 1 | $ 0 | $ 5 | $ 0 | ||
Scenario, Forecast | Pension Plan | Subsequent Event | ||||||
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract] | ||||||
Pension plan assets | $ 268 | |||||
Minimum | Scenario, Forecast | Pension Plan | Subsequent Event | ||||||
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract] | ||||||
Pre-tax settlement charge | 135 | |||||
Maximum | Scenario, Forecast | Pension Plan | Subsequent Event | ||||||
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract] | ||||||
Pre-tax settlement charge | 150 | |||||
Maximum | Scenario, Forecast | Non-U.S. | ||||||
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract] | ||||||
Expected future employer contributions, current fiscal year | $ 20 |
CONTINGENT LIABILITIES AND OT_2
CONTINGENT LIABILITIES AND OTHER MATTERS (Details) $ in Millions | Sep. 30, 2023 USD ($) site |
Unusual or Infrequent Item, or Both [Line Items] | |
Environmental liability sites | 22 |
Environmental exit costs, accrual | $ | $ 4 |
Environmental exit costs, accrual, current | $ | $ 1 |
Superfund Site | |
Unusual or Infrequent Item, or Both [Line Items] | |
Environmental liability sites | 10 |
Owned or Formally Owned Sites | |
Unusual or Infrequent Item, or Both [Line Items] | |
Environmental liability sites | 12 |
STOCK COMPENSATION - Narrative
STOCK COMPENSATION - Narrative (Details) $ / shares in Units, shares in Millions | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares | Apr. 16, 2020 shares | Apr. 18, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Allocated share based compensation expense (less than) | $ 11,000,000 | $ 13,000,000 | $ 38,000,000 | $ 38,000,000 | ||
Compensation not yet recognized, stock options | 0 | $ 0 | ||||
Maximum employee subscription rate | 85% | |||||
Internal Based Performance Metric | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
External Based Performance Metric | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Options | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Options Maximum term (in years) | 10 years | |||||
Employee emergence equity program expense | $ 1,000,000 | $ 1,000,000 | $ 5,000,000 | 4,000,000 | ||
Options | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Exercise price range, exercisable options, weighted average exercise price | $ / shares | $ 37.65 | $ 37.65 | ||||
Restricted Stock Units (RSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 2 years 5 months 4 days | |||||
Granted, weighted average grant date fair value | $ / shares | $ 101.19 | |||||
Compensation cost not yet recognized | $ 41,000,000 | $ 41,000,000 | ||||
Vested in period, fair value | $ 24,000,000 | $ 21,000,000 | ||||
Restricted Stock Units (RSUs) | Minimum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Restricted Stock Units (RSUs) | Maximum | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 4 years | |||||
Performance Stock Units (PSUs) | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 1 year 9 months | |||||
Granted, weighted average grant date fair value | $ / shares | $ 101.76 | |||||
Compensation cost not yet recognized | 21,000,000 | $ 21,000,000 | ||||
Employee Stock | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Compensation cost not yet recognized | $ 1,000,000 | $ 1,000,000 | ||||
2023 Stock Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for grant | shares | 3.4 | 3.4 | ||||
Internal Based Performance Metric | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Performance stock payout minimum | 0 | |||||
Performance stock payout range maximum | 2 | |||||
External Based Performance Metric | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Vesting period | 3 years | |||||
Performance stock payout minimum | 0 | |||||
Performance stock payout range maximum | 2 | |||||
Employee Stock Purchase Plan | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Number of shares available for grant | shares | 3.4 | 3.4 | 4.2 | |||
Performance Stock Units (PSUs) 2018 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Expected volatility | 44.66% | 41.65% | ||||
Risk free interest rate | 3.75% | 1.36% | ||||
Expected term (in years) | 2 years 10 months 28 days | 2 years 10 months 28 days | ||||
Grant date fair value of units granted | $ / shares | $ 119.33 | $ 122.69 |
STOCK COMPENSATION - Stock Opti
STOCK COMPENSATION - Stock Option Activity (Details) - USD ($) $ / shares in Units, $ in Millions | 9 Months Ended | 12 Months Ended |
Sep. 30, 2023 | Dec. 31, 2022 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | ||
Number of options, beginning balance | 27,000 | |
Exercised (in shares) | (17,900) | |
Number of options, ending balance | 9,100 | 27,000 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ||
Beginning Balance | $ 37.65 | |
Exercised, weighted average exercise price | 37.65 | |
Ending Balance | $ 37.65 | $ 37.65 |
Weighted average remaining contractual term (in years) | 4 months 24 days | 1 year 1 month 6 days |
Exercise price range, exercisable options, weighted average remaining contractual term (in years) | 4 months 24 days | |
Intrinsic value | $ 1 | $ 1 |
Intrinsic value, exercisable | $ 1 |
STOCK COMPENSATION - Restricted
STOCK COMPENSATION - Restricted Stock Unit (Details) - Restricted Stock Units (RSUs) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance at December 31, 2022 | shares | 1,276,160 |
Granted (in shares) | shares | 353,809 |
Vested (in shares) | shares | (355,975) |
Forfeited (in shares) | shares | (64,489) |
Balance at September 30, 2023 | shares | 1,209,505 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Balance at December 31, 2022 | $ / shares | $ 69.16 |
Granted, weighted average grant date fair value | $ / shares | 101.19 |
Vested, weighted average grant date fair value | $ / shares | 68.82 |
Forfeited, weighted average grant date fair value | $ / shares | 86.96 |
Balance at September 30, 2023 | $ / shares | $ 77.37 |
STOCK COMPENSATION - Performanc
STOCK COMPENSATION - Performance Stock Units (Details) - Performance Stock Units (PSUs) | 9 Months Ended |
Sep. 30, 2023 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | |
Balance at December 31, 2022 | shares | 303,716 |
Granted (in shares) | shares | 164,128 |
Vested (in shares) | shares | (24,120) |
Forfeited (in shares) | shares | (52,491) |
Balance at September 30, 2023 | shares | 391,233 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] | |
Balance at December 31, 2022 | $ / shares | $ 91.47 |
Granted, weighted average grant date fair value | $ / shares | 101.76 |
Vested, weighted average grant date fair value | $ / shares | 76.58 |
Forfeited, weighted average grant date fair value | $ / shares | 94.94 |
Balance at September 30, 2023 | $ / shares | $ 95.80 |
EARNINGS PER SHARE (Details)
EARNINGS PER SHARE (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||||
Sep. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) | Sep. 30, 2022 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) | Mar. 31, 2022 USD ($) | Sep. 30, 2023 USD ($) $ / shares shares | Sep. 30, 2022 USD ($) $ / shares shares | Dec. 31, 2022 share_repurchase_program shares | |
Earnings Per Share [Abstract] | |||||||||
Net earnings attributable to Owens Corning | $ | $ 337 | $ 345 | $ 383 | $ 470 | $ 343 | $ 304 | $ 1,065 | $ 1,117 | |
Weighted-average number of shares outstanding used for basic earnings per share | 90,000,000 | 96,300,000 | 90,600,000 | 97,800,000 | |||||
Non-vested restricted stock units and performance share units | 900,000 | 800,000 | 900,000 | 900,000 | |||||
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share | 90,900,000 | 97,100,000 | 91,500,000 | 98,700,000 | |||||
Basic (in dollars per share) | $ / shares | $ 3.74 | $ 4.88 | $ 11.75 | $ 11.42 | |||||
Diluted (in dollars per share) | $ / shares | $ 3.71 | $ 4.84 | $ 11.64 | $ 11.32 | |||||
Antidilutive securities excluded from computation of earnings per share amount | 0 | 0 | 0 | 0 | |||||
Combined Repurchase Programs | |||||||||
Equity Class Of Treasury Stock [Line Items] | |||||||||
Number of share repurchase programs approved by Board of Directors | share_repurchase_program | 2 | ||||||||
Stock repurchase program, number of shares authorized to be repurchased | 10,800,000 | 10,800,000 | 20,000,000 | ||||||
Stock repurchased during period, shares | 3,600,000 | ||||||||
Payments for repurchase of equity | $ | $ 391 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Income tax expense | $ 110 | $ 114 | $ 361 | $ 340 |
Effective tax rate | 25% | 20% | 25% | 23% |
U.S. federal statutory tax rate | 21% | 21% | 21% | 21% |
CHANGES IN ACCUMULATED OTHER _3
CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (Details) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Total AOCI beginning balance | $ (681) | |||
Other comprehensive loss, net of tax | $ (66) | $ (149) | (23) | $ (199) |
Amounts classified into AOCI, net of tax | 5 | 6 | 11 | 29 |
Total AOCI ending balance | (703) | (776) | (703) | (776) |
Currency Translation Adjustment | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Total AOCI beginning balance | (339) | (358) | (380) | (279) |
Net investment hedge amounts classified into AOCI, net of tax | 0 | 0 | 0 | 4 |
Loss on foreign currency translation | (73) | (160) | (32) | (243) |
Other comprehensive loss, net of tax | (73) | (160) | (32) | (239) |
Total AOCI ending balance | (412) | (518) | (412) | (518) |
Pension and Other Postretirement Adjustment | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Total AOCI beginning balance | (304) | (309) | (301) | (318) |
Other comprehensive loss, net of tax | 2 | 6 | (1) | 15 |
Amounts reclassified from AOCI to net earnings, net of tax | 0 | 0 | 0 | 2 |
Amounts classified into AOCI, net of tax | 2 | 6 | (1) | 13 |
Total AOCI ending balance | (302) | (303) | (302) | (303) |
Hedging Adjustment | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Total AOCI beginning balance | 6 | 39 | 0 | 16 |
Other comprehensive loss, net of tax | 5 | 6 | 11 | 29 |
Amounts reclassified from AOCI to net earnings, net of tax | 8 | (16) | 32 | (35) |
Amounts classified into AOCI, net of tax | (3) | 22 | (21) | 64 |
Total AOCI ending balance | $ 11 | $ 45 | $ 11 | $ 45 |