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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
  Form 8-K 
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 27, 2022
Owens Corning
(Exact name of registrant as specified in its charter)
  
DE 1-33100 43-2109021
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
 
One Owens Corning Parkway Toledo, Ohio 43659
(Address of principal executive offices) (Zip Code)
419-248-8000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report) 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class Trading Symbol Name of each exchange
on which registered
Common Stock, par value $0.01 per share OC New York Stock Exchange







Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company 
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 2.02 Results of Operations and Financial Condition
On July 27, 2022, Owens Corning issued a press release announcing its financial results for the quarter ended June 30, 2022.
Exhibit 99.1 contains certain financial measures that are considered “non-GAAP financial measures” as defined in the federal securities laws and contains an explanation and, as applicable, a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States.
The information in Item 2.02 of this Current Report is being furnished pursuant to General Instructions B.2 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933.
 
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
Exhibit No. Description
99.1
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Owens Corning
July 27, 2022 By: /s/ Kenneth S. Parks
Kenneth S. Parks
Executive Vice President and Chief Financial Officer



EX-99.1 2 a2022-06x30xpressrelease.htm EX-99.1 Document

Exhibit 99.1
image1.jpg
Owens Corning Delivers Record Net Sales of $2.6 Billion;
Generates Net Earnings of $343 Million and Adjusted EBIT of $525 Million

TOLEDO, Ohio – July 27, 2022 - Owens Corning (NYSE: OC), a global building and construction materials leader, today reported second-quarter 2022 results.

•Reported Net Sales Increase of 16% to $2.6 Billion

•Expanded Adjusted EBIT Margins to 20% and Adjusted EBITDA Margins to 25%

•Delivered Diluted EPS of $3.49 and Adjusted Diluted EPS of $3.83

•Generated Operating Cash Flow of $466 Million and Free Cash Flow of $361 Million

•Returned $136 Million of Free Cash Flow to Shareholders through Dividends and Share Repurchases

“Owens Corning delivered another outstanding quarter while advancing our enterprise strategy which accelerates our growth, strengthens our earnings power, and creates additional value for our shareholders. Our global teams continue to execute at a high level as we make strategic investments to expand our total addressable markets and enhance our market-leading positions,” said Chair and Chief Executive Officer Brian Chambers. “For the second half of the year, we remain focused on delivering strong financial results and positioning the company for long-term success.”

Enterprise Performance

($ in millions, except per share amounts) Second-Quarter Six Months
2022 2021 Change 2022 2021 Change
Net Sales $2,601 $2,239 $362 16% $4,947 $4,154 $793 19%
Net Earnings 343 298 45 15% 650 508 142 28%
Adjusted EBIT 525 408 117 29% 942 690 252 37%
As a Percent of Net Sales 20  % 18  % N/A N/A 19  % 17  % N/A N/A
Adjusted EBITDA 656 529 127 24% 1,199 929 270 29%
As a Percent of Net Sales 25  % 24  % N/A N/A 24  % 22  % N/A N/A
Diluted EPS 3.49 2.82 0.67 24% 6.52 4.80 1.72 36%
Adjusted Diluted EPS 3.83 2.68 1.15 43% 6.67 4.47 2.20 49%
Operating Cash Flow 466 498 (32) (6%) 624 702 (78) (11%)
Free Cash Flow 361 405 (44) (11%) 412 525 (113) (22%)















Enterprise Strategy Highlights

•Owens Corning continues to invest in accelerating new product and process innovation to support customers and generate additional growth. In the second quarter, it launched 15 new or refreshed products.

•On June 6, Owens Corning announced that it completed its acquisition of WearDeck®, a premium producer of composite weather-resistant decking for commercial and residential applications. This transaction advances the company’s strategy to pivot its Composites business to focus on higher-value material solutions within the building and construction industry. WearDeck® is estimated to generate annual sales of approximately $60 million in 2022.

•On June 8, Owens Corning and Pultron Composites announced the formation of a joint venture to manufacture industry-leading fiberglass rebar. This agreement solidified the companies’ commitment to provide more sustainable product solutions and higher-performance concrete reinforcement products. It also increases market access to PINKBAR®+ Fiberglas Rebar used for flatwork and residential applications, and MATEENBAR™ Fiberglas™ Rebar used for heavy-load structural applications.

•On June 21, Owens Corning announced that it signed an agreement to acquire Natural Polymers, LLC, an innovative manufacturer of spray polyurethane foam insulation for building and construction applications. The transaction is anticipated to close in the third quarter. This acquisition advances the company’s strategy to strengthen its core building and construction products and expand its addressable markets into higher-growth segments. Natural Polymers expects to deliver annual sales of approximately $100 million in 2022.

•On July 15, the company entered into an agreement to acquire the remaining 50% interest in an existing joint venture based in the U.S., that produces nonwoven roofing mat. The acquisition is anticipated to close in the third quarter.

•On July 1, the company completed the sale of its European dry-use chopped strand (DUCS) manufacturing assets located in Chambéry, France. This transaction will result in a divestiture of approximately $100 million of annual sales. Consistent with its strategy to accelerate growth and generate higher and more sustainable margins, the company will convert the other two DUCS facilities to produce glass fiber supporting building and construction applications.

Cash Returned to Shareholders

•During the first six months of 2022, the company returned $400 million to shareholders through dividends and share repurchases. In the second quarter, the company paid dividends of $35 million and repurchased 1.0 million shares of common stock for $86 million. As of the end of the quarter, 9.9 million shares were available for repurchase under the current authorization.

•In June, Owens Corning announced that its Board of Directors declared a quarterly cash dividend of $0.35 per common share, a 35% increase compared with the same period in 2021.

“In the first half of 2022, we generated $624 million of operating cash flow and $412 million of free cash flow,” said Executive Vice President and Chief Financial Officer Ken Parks. “Our strong and consistent cash generation combined with our solid financial position provide us the flexibility to execute on our enterprise strategy, while remaining committed to returning at least 50% of free cash flow to shareholders over time.”

Other Key Highlights

•Owens Corning sustained a high level of safety performance in the second quarter with a recordable incident rate (RIR) of 0.81.

•In May, Owens Corning ranked No. 1 on the 100 Best Corporate Citizens list for 2022, which recognizes outstanding environmental, social and governance (ESG) performance and transparency among the largest, publicly traded U.S. companies. The company was the first to earn the top ranking for four consecutive years.

•As reported in April, Owens Corning made the decision to exit Russia through a transfer or sale of its facilities and halted all future investments in Russia. The company continues working to expedite its exit, while remaining committed to the safety and security of its employees in the country. 2021 net sales in Russia were approximately $100 million.




Segment Performance

•Composites net sales increased 23% to $719 million in second-quarter 2022 compared with second-quarter 2021, primarily due to higher selling prices and the favorable impact of customer mix. EBIT increased $56 million to $154 million, with 21% EBIT margins, on higher selling prices and favorable mix, which more than offset input cost inflation and increased transportation costs.

•Insulation net sales increased 16% to $934 million in second-quarter 2022 compared with second-quarter 2021, as a result of higher selling prices and the impact of favorable customer mix, partially offset by the negative impact of foreign currency. EBIT increased $45 million to $157 million, with 17% EBIT margins, on higher selling prices and favorable mix, which more than offset accelerating energy, material and transportation inflation.

•Roofing net sales increased 11% to $1.0 billion in second-quarter 2022 compared with second-quarter 2021, with higher selling prices partially offset by lower sales volumes. EBIT increased $24 million to $258 million, with 25% EBIT margins, primarily due to higher selling prices which more than offset accelerating cost inflation, primarily asphalt, and increased transportation costs.

Third-Quarter and Full-Year 2022 Outlook

•The key economic factors that impact the company’s businesses are residential repair and remodeling activity, U.S. housing starts, global commercial construction activity, and global industrial production.

•In the near term, the company expects the U.S. residential housing market and global commercial and industrial markets to remain positive. The company continues to closely manage the ongoing impacts of inflation, supply chain disruptions, and the regional impacts of the COVID-19 pandemic on the business.

•For third-quarter 2022, the company expects overall performance to result in net sales and adjusted EBIT growth for the quarter, versus the comparable quarter in the prior year.

Current 2022 financial outlook is presented below:

General Corporate Expenses
$170 million to $180 million(1)
Interest Expense $115 million to $125 million
Effective Tax Rate on Adjusted Earnings 25% to 27%
Cash Tax Rate on Adjusted Earnings 22% to 24%
Capital Additions Approximately $480 million
Depreciation and Amortization Approximately $520 million

The above outlook excludes the impact of any acquisitions or divestitures not yet completed.
(1) Previously $160 million to $170 million.

Second-Quarter 2022 Conference Call and Presentation

Wednesday, July 27, 2022
9 a.m. Eastern Time

All Callers

•Live dial-in telephone number: U.S. 1.844.200.6205; Canada 1.833.950.0062; and other international +1.929.526.1599.
•Entry number: 873980 (Please dial in 10-15 minutes before conference call start time)
•Live webcast: https://events.q4inc.com/attendee/192344854

Telephone and Webcast Replay

•Telephone replay will be available one hour after the end of the call through August 3, 2022. In the U.S., call 1.866.813.9403. In Canada, call 1.226.828.7578. In other international locations, call +44 204.525.0658.
•Conference replay number: 228223.
•Webcast replay will be available for one year using the above link.




About Owens Corning

Owens Corning is a global building and construction materials leader committed to building a sustainable future through material innovation. Our three integrated businesses – Composites, Insulation, and Roofing – provide durable, sustainable, energy-efficient solutions that leverage our unique material science, manufacturing, and market knowledge to help our customers win and grow. We are global in scope, human in scale with approximately 20,000 employees in 33 countries dedicated to generating value for our customers and shareholders, and making a difference in the communities where we work and live. Founded in 1938 and based in Toledo, Ohio, USA, Owens Corning posted 2021 sales of $8.5 billion. For more information, visit www.owenscorning.com.

Use of Non-GAAP Measures

Owens Corning uses non-GAAP measures in its earnings press release that are intended to supplement investors’ understanding of the company’s financial information. These non-GAAP measures include EBIT, adjusted EBIT, EBITDA, adjusted EBITDA, adjusted earnings, adjusted diluted earnings per share attributable to Owens Corning common stockholders (“adjusted EPS”), adjusted pre-tax earnings, free cash flow and free cash flow conversion. When used to report historical financial information, reconciliations of these non-GAAP measures to the corresponding GAAP measures are included in the financial tables of this press release. Specifically, see Table 2 for EBIT, adjusted EBIT, EBITDA and adjusted EBITDA, Table 3 for adjusted earnings and adjusted EPS, and Table 8 for free cash flow.

For purposes of internal review of Owens Corning’s year-over-year operational performance, management excludes from net earnings attributable to Owens Corning certain items it believes are not representative of ongoing operations. The non-GAAP financial measures resulting from these adjustments (including adjusted EBIT, adjusted EBITDA, adjusted earnings, adjusted EPS and adjusted pre-tax earnings) are used internally by Owens Corning for various purposes, including reporting results of operations to the Board of Directors, analysis of performance, and related employee compensation measures. Management believes that these adjustments result in a measure that provides a useful representation of its operational performance; however, the adjusted measures should not be considered in isolation or as a substitute for net earnings attributable to Owens Corning as prepared in accordance with GAAP.

Free cash flow is a non-GAAP liquidity measure used by investors, financial analysts and management to help evaluate the company's ability to generate cash to pursue opportunities that enhance shareholder value. Free cash flow is not a measure of residual cash flow available for discretionary expenditures due to the company’s mandatory debt service requirements. As a conversion ratio, free cash flow is compared to adjusted earnings. Free cash flow and free cash flow conversion are used internally by the company for various purposes, including reporting results of operations to the Board of Directors of the company and analysis of performance.

Management believes that these measures provide a useful representation of our operational performance and liquidity; however, the measures should not be considered in isolation or as a substitute for net cash flow provided by operating activities or net earnings attributable to Owens Corning as prepared in accordance with GAAP.

When the company provides forward-looking expectations for non-GAAP measures, the most comparable GAAP measures and a reconciliation between the non-GAAP expectations and the corresponding GAAP measures are generally not available without unreasonable effort due to the variability, complexity and limited visibility of the adjusting items that would be excluded from the non-GAAP measures in future periods. The variability in timing and amount of adjusting items could have significant and unpredictable effect on our future GAAP results.

Forward-Looking Statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to risks, uncertainties and other factors and actual results may differ materially from any results projected in the statements. These risks, uncertainties and other factors include, without limitation: the severity and duration of the current COVID-19 pandemic on our operations, customers and suppliers, as well as related actions taken by governmental authorities and other third parties in response, each of which is uncertain, rapidly changing and difficult to predict; levels of residential, commercial and industrial construction activity; levels of global industrial production; availability and cost of energy, transportation, raw materials or other inputs; issues related to acquisitions, divestitures, joint ventures or expansions; competitive and pricing factors; demand for our products; relationships with key customers; domestic and international economic and political conditions, including new legislation, policies or other governmental actions in the U.S. or elsewhere; industry and economic conditions that affect the market and operating conditions of our customers, suppliers or lenders; climate change, weather conditions and storm activity; uninsured losses, including those from natural disasters, pandemics, catastrophe, theft or sabotage; legal and regulatory proceedings, including litigation and environmental actions; changes to tariff, trade or investment policies or laws; research and development activities and intellectual property protection; issues involving implementation and protection of Information technology systems; achievement of expected synergies, cost reductions and/or productivity improvements; the level of fixed costs required to run our business; foreign exchange and commodity price fluctuations; our level of indebtedness; our liquidity and the availability and cost of credit; levels of goodwill or other indefinite-lived intangible assets; price volatility in certain wind energy markets in the U.S.; loss of key employees, labor disputes or shortages; defined benefit plan funding obligations; and factors detailed from time to time in the company’s Securities and Exchange Commission filings. The information in this news release speaks as of July 27, 2022, and is



subject to change. The company does not undertake any duty to update or revise forward-looking statements except as required by federal securities laws. Any distribution of this news release after that date is not intended and should not be construed as updating or confirming such information.

Media Inquiries: Investor Inquiries:
Todd Romain Amber Wohlfarth
419.248.7826 419.248.5639

Owens Corning Company News / Owens Corning Investor Relations News



Table 1
Owens Corning and Subsidiaries
Consolidated Statements of Earnings
(unaudited)
(in millions, except per share amounts)
  
Three Months Ended
June 30,
Six Months Ended
June 30,
  
2022 2021 2022 2021
NET SALES $ 2,601  $ 2,239  $ 4,947  $ 4,154 
COST OF SALES 1,867  1,621  3,594  3,092 
Gross margin 734  618  1,353  1,062 
OPERATING EXPENSES
Marketing and administrative expenses 201  188  385  362 
Science and technology expenses 24  22  47  42 
Other expense (income), net 22  (17) (6) (65)
Total operating expenses 247  193  426  339 
OPERATING INCOME 487  425  927  723 
Non-operating income (2) (3) (4) (6)
EARNINGS BEFORE INTEREST AND TAXES 489  428  931  729 
Interest expense, net 26  33  54  66 
EARNINGS BEFORE TAXES 463  395  877  663 
Income tax expense 119  97  226  156 
Equity in net (loss) earnings of affiliates (1) —  (1)
NET EARNINGS 343  298  650  508 
Net earnings attributable to non-redeemable and redeemable noncontrolling interests —  —  — 
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 343  $ 298  $ 647  $ 508 
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
Basic $ 3.51  $ 2.85  $ 6.56  $ 4.84 
Diluted $ 3.49  $ 2.82  $ 6.52  $ 4.80 
WEIGHTED AVERAGE COMMON SHARES
Basic 97.6  104.6  98.6  105.0 
Diluted 98.4  105.5  99.3  105.9 
















Table 2
Owens Corning and Subsidiaries
EBIT Reconciliation Schedules
(unaudited)

Adjusting income (expense) items to EBIT are shown in the table below (in millions):

  
Three Months Ended
June 30,
Six Months Ended
June 30,
  
2022 2021 2022 2021
Restructuring costs $ (11) $ (1) $ (17) $ (2)
Gain on sale of Shanghai, China facility —  —  27  — 
Gains on sale of certain precious metals 21  11  41 
Acquisition-related costs (3) —  (3) — 
Impairment loss on Chambery, France assets held for sale (29) —  (29) — 
Total adjusting items $ (36) $ 20  $ (11) $ 39 

The reconciliation from Net earnings attributable to Owens Corning to EBIT and Adjusted EBIT, and the reconciliation from EBIT to EBITDA and adjusted EBITDA are shown in the table below (in millions):
  
Three Months Ended
June 30,
Six Months Ended
June 30,
  
2022 2021 2022 2021
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 343  $ 298  $ 647  $ 508 
Net earnings attributable to non-redeemable and redeemable noncontrolling interests —  —  — 
NET EARNINGS 343  298  650  508 
Equity in net (loss) earnings of affiliates (1) —  (1)
Income tax expense 119  97  226  156 
EARNINGS BEFORE TAXES 463  395  877  663 
Interest expense, net 26  33  54  66 
EARNINGS BEFORE INTEREST AND TAXES 489  428  931  729 
Less: Adjusting items from above (36) 20  (11) 39 
ADJUSTED EBIT $ 525  $ 408  $ 942  $ 690 
Net Sales $ 2,601  $ 2,239  $ 4,947  $ 4,154 
ADJUSTED EBIT as a % of Net sales 20  % 18  % 19  % 17  %
EARNINGS BEFORE INTEREST AND TAXES 489  428  931  729 
Depreciation and amortization 138  122  270  241 
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION 627  550  1,201  970 
Less: Adjusting items from above (36) 20  (11) 39 
Accelerated depreciation included in restructuring (7) (1) (13) (2)
ADJUSTED EBITDA $ 656  $ 529  $ 1,199  $ 929 
Net sales $ 2,601  $ 2,239  $ 4,947  $ 4,154 
ADJUSTED EBITDA as a % of Net sales 25  % 24  % 24  % 22  %











Table 3
Owens Corning and Subsidiaries
EPS Reconciliation Schedules
(unaudited)
(in millions, except per share data)
A reconciliation from Net earnings attributable to Owens Corning to adjusted earnings and a reconciliation from diluted earnings per share to adjusted diluted earnings per share are shown in the tables below:
  
Three Months Ended June 30, Six Months Ended June 30,
  
2022 2021 2022 2021
RECONCILIATION TO ADJUSTED EARNINGS
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 343  $ 298  $ 647  $ 508 
Adjustment to remove adjusting items (a)
36  (20) 11  (39)
Adjustment to remove tax expense on adjusting items (b)
(2)
Adjustment to tax expense to reflect pro forma tax rate (c)
—  —  (5)
ADJUSTED EARNINGS
$ 377  $ 283  $ 662  $ 473 
RECONCILIATION TO ADJUSTED DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
DILUTED EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
$ 3.49  $ 2.82  $ 6.52  $ 4.80 
Adjustment to remove adjusting items (a)
0.36  (0.19) 0.11  (0.37)
Adjustment to remove tax expense on adjusting items (b)
(0.02) 0.04  0.04  0.08 
Adjustment to tax expense to reflect pro forma tax rate (c)
—  0.01  —  (0.04)
ADJUSTED DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
$ 3.83  $ 2.68  $ 6.67  $ 4.47 
RECONCILIATION TO DILUTED SHARES OUTSTANDING
Weighted-average number of shares outstanding used for basic earnings per share 97.6  104.6  98.6  105.0 
Non-vested restricted and performance shares 0.8  0.8  0.7  0.8 
Options to purchase common stock —  0.1  —  0.1 
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share 98.4  105.5  99.3  105.9 
(a) Please refer to Table 2 "EBIT Reconciliation Schedules" for additional information on adjusting items.
(b) The tax impact of adjusting items is based on our expected tax accounting treatment and rate for the jurisdiction of each adjusting item. There is no tax benefit from the Chambéry, France assets held for sale impairment loss due to the entity being under a full valuation allowance.
(c) To compute adjusted earnings, we apply a full year pro forma effective tax rate to each quarter presented. For 2022, we have used a full year pro forma effective tax rate of 26%, which is the mid-point of our 2022 effective tax rate guidance of 25% to 27%, excluding the adjusting items referenced in (a), (b) and (c). For comparability, in 2021, we have used an effective tax rate of 24%, which was our 2021 effective tax rate, excluding the adjusting items referenced in (a) and (b).



Table 4
Owens Corning and Subsidiaries
Consolidated Balance Sheets
(unaudited)
(in millions, except per share data)
 
ASSETS June 30,
2022
December 31,
2021
CURRENT ASSETS
Cash and cash equivalents $ 810  $ 959 
Receivables, less allowance of $10 at June 30, 2022 and $9 at December 31, 2021, respectively 1,358  939 
Inventories 1,254  1,078 
Assets held for sale 81  — 
Other current assets 186  121 
Total current assets 3,689  3,097 
Property, plant and equipment, net 3,684  3,873 
Operating lease right-of-use assets 189  158 
Goodwill 1,079  990 
Intangible assets 1,614  1,617 
Deferred income taxes 21  31 
Other non-current assets 267  249 
TOTAL ASSETS $ 10,543  $ 10,015 
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable $ 1,327  $ 1,095 
Current operating lease liabilities 54  49 
Other current liabilities 593  553 
Total current liabilities 1,974  1,697 
Long-term debt, net of current portion 2,989  2,960 
Pension plan liability 62  77 
Other employee benefits liability 154  157 
Non-current operating lease liabilities 135  109 
Deferred income taxes 376  376 
Other liabilities 266  304 
Total liabilities 5,956  5,680 
Redeemable noncontrolling interest 25  — 
OWENS CORNING STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.01 per share (a) —  — 
Common stock, par value $0.01 per share (b)
Additional paid in capital 4,107  4,092 
Accumulated earnings 3,282  2,706 
Accumulated other comprehensive deficit (628) (581)
Cost of common stock in treasury (c) (2,222) (1,922)
Total Owens Corning stockholders’ equity 4,540  4,296 
Noncontrolling interests 22  39 
Total equity 4,562  4,335 
TOTAL LIABILITIES AND EQUITY $ 10,543  $ 10,015 

(a)10 shares authorized; none issued or outstanding at June 30, 2022, and December 31, 2021
(b)400 shares authorized; 135.5 issued and 97.2 outstanding at June 30, 2022; 135.5 issued and 100.4 outstanding at December 31, 2021
(c)38.3 shares at June 30, 2022, and 35.1 shares at December 31, 2021




Table 5
Owens Corning and Subsidiaries
Consolidated Statements of Cash Flows
(unaudited)
(in millions)
  
Six Months Ended
June 30,
  
2022 2021
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
Net earnings $ 650  $ 508 
Adjustments to reconcile net earnings to cash provided by operating activities:
Depreciation and amortization 270  241 
Deferred income taxes 16  35 
Provision for pension and other employee benefits liabilities — 
Stock-based compensation expense 25  24 
Gains on sale of certain precious metals (11) (41)
Other adjustments to reconcile net earnings to cash provided by operating activities 22 
Changes in operating assets and liabilities (330) (62)
Pension fund contribution (2) (3)
Payments for other employee benefits liabilities (5) (6)
Other (12) (3)
Net cash flow provided by operating activities 624  702 
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Cash paid for property, plant, and equipment (212) (177)
Proceeds from the sale of assets or affiliates 27 
Investment in subsidiaries and affiliates, net of cash acquired (173) — 
Derivative settlements 20  (32)
Other (2) (5)
Net cash flow used for investing activities (340) (213)
NET CASH FLOW USED FOR FINANCING ACTIVITIES
Purchases of noncontrolling interest (9) — 
Net decrease in short-term debt (5) — 
Dividends paid (70) (55)
Purchases of treasury stock (330) (263)
Other (15) (2)
Net cash flow used for financing activities (429) (320)
Effect of exchange rate changes on cash (4)
Net (decrease) increase in cash, cash equivalents, and restricted cash (149) 171 
Cash, cash equivalents and restricted cash at beginning of period 966  724 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 817  $ 895 




Table 6
Owens Corning and Subsidiaries
Segment Information
(unaudited)

Composites
The table below provides a summary of net sales, EBIT and depreciation and amortization expense for the Composites segment (in millions):
  
Three Months Ended
June 30,
Six Months Ended
June 30,
  
2022 2021 2022 2021
Net sales $ 719  $ 583  $ 1,433  $ 1,142 
% change from prior year 23  % 46  % 25  % 28  %
EBIT $ 154  $ 98  $ 308  $ 177 
EBIT as a % of net sales 21  % 17  % 21  % 15  %
Depreciation and amortization expense $ 48  $ 39  $ 91  $ 77 


Insulation
The table below provides a summary of net sales, EBIT and depreciation and amortization expense for the Insulation segment (in millions):
  
Three Months Ended
June 30,
Six Months Ended
June 30,
  
2022 2021 2022 2021
Net sales $ 934  $ 806  $ 1,793  $ 1,506 
% change from prior year 16  % 35  % 19  % 26  %
EBIT $ 157  $ 112  $ 286  $ 194 
EBIT as a % of net sales 17  % 14  % 16  % 13  %
Depreciation and amortization expense $ 51  $ 53  $ 104  $ 104 


Roofing
The table below provides a summary of net sales, EBIT and depreciation and amortization expense for the Roofing segment (in millions):
  
Three Months Ended
June 30,
Six Months Ended
June 30,
  
2022 2021 2022 2021
Net sales $ 1,018  $ 917  $ 1,856  $ 1,628 
% change from prior year 11  % 35  % 14  % 32  %
EBIT $ 258  $ 234  $ 434  $ 390 
EBIT as a % of net sales 25  % 26  % 23  % 24  %
Depreciation and amortization expense $ 17  $ 14  $ 31  $ 29 







Table 7
Owens Corning and Subsidiaries
Corporate, Other and Eliminations
(unaudited)
Corporate, Other and Eliminations
The table below provides a summary of EBIT and depreciation and amortization expense for the Corporate, Other and Eliminations category (in millions):
  
Three Months Ended
June 30,
Six Months Ended
June 30,
  
2022 2021 2022 2021
Restructuring costs $ (11) $ (1) $ (17) $ (2)
Gain on sale of Shanghai, China facility —  —  27  — 
Gains on sale of certain precious metals 21  11  41 
Acquisition-related costs (3) —  (3) — 
Impairment loss on Chambery, France assets held for sale (29) —  (29) — 
General corporate expense and other (44) (36) (86) (71)
EBIT $ (80) $ (16) $ (97) $ (32)
Depreciation and amortization $ 22  $ 16  $ 44  $ 31 

 


 


































Table 8
Owens Corning and Subsidiaries
Free Cash Flow Reconciliation Schedule
(unaudited)

The reconciliation from net cash flow provided by operating activities to free cash flow is shown in the table below (in millions):
   Three Months Ended
June 30,
Six Months Ended June 30,
   2022 2021 2022 2021
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES $ 466  $ 498  $ 624  $ 702 
Less: Cash paid for property, plant and equipment (105) (93) (212) (177)
FREE CASH FLOW $ 361  $ 405  $ 412  $ 525