Owens Corning - Quarter Report: 2021 September (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended September 30, 2021

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

For the transition period from to

Commission File Number: 1-33100

Owens Corning

(Exact name of registrant as specified in its charter)

Delaware

43-2109021

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

One Owens Corning Parkway,

Toledo,

43659

(Address of principal executive offices)

(Zip Code)

(419) 248-8000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

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

Yes þ No ¨

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

Yes þ No ¨

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


Large Accelerated Filer	þ	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	☐
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. ¨

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

Yes ☐ No þ

As of October 22, 2021, 100,486,652 shares of registrant’s common stock, par value $0.01 per share, were outstanding.

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			Contents

Cover Page			1

PART I – FINANCIAL INFORMATION (unaudited)

	Item 1.	Financial Statements
		Consolidated Statements of Earnings (Loss)	4
		Consolidated Statements of Comprehensive Earnings (Loss)	5
		Consolidated Balance Sheets	6
		Consolidated Statements of Stockholders' Equity	7
		Consolidated Statements of Cash Flows	9
		Notes to Consolidated Financial Statements
		1. General	10
		2. Segment Information	11

		3. Inventories	13
		4. Derivative Financial Instruments	14
		5. Goodwill and Other Intangible Assets	17
		6. Property, Plant and Equipment	18

		7. Acquisitions	19

		8. Warranties	19
		9. Restructuring and Acquisition-Related Costs	19
		10. Debt	22
		11. Pension Plans and Other Postretirement Benefits	25
		12. Contingent Liabilities and Other Matters	26
		13. Stock Compensation	28
		14. Earnings per Share	31
		15. Income Taxes	32
		16. Changes in Accumulated Other Comprehensive Deficit	33


	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34

	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	46

	Item 4.	Controls and Procedures	46

PART II – OTHER INFORMATION

	Item 1.	Legal Proceedings	47

	Item 1A.	Risk Factors	47

	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	47

	Item 3.	Defaults Upon Senior Securities	47

	Item 4.	Mine Safety Disclosures	47

	Item 5.	Other Information	47

	Item 6.	Exhibits	48

		Signatures	49

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PART I

ITEM 1. FINANCIAL STATEMENTS

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

(unaudited)

(in millions, except per share amounts)


	Three Months Ended September 30,				Nine Months Ended September 30,

	2021		2020		2021		2020
NET SALES	$	2,213	$	1,904	$	6,367	$	5,130
COST OF SALES	1,617		1,427		4,709		4,004
Gross margin	596		477		1,658		1,126
OPERATING EXPENSES
Marketing and administrative expenses	186		163		548		493
Science and technology expenses	21		20		63		59

Goodwill impairment charge	—		—		—		944
Other (income) expenses, net	(3)		2		(68)		40
Total operating expenses	204		185		543		1,536
OPERATING INCOME (LOSS)	392		292		1,115		(410)
Non-operating income	(2)		(4)		(8)		(11)
EARNINGS (LOSS) BEFORE INTEREST AND TAXES	394		296		1,123		(399)
Interest expense, net	31		35		97		98
Loss on extinguishment of debt	9		—		9		—
EARNINGS (LOSS) BEFORE TAXES	354		261		1,017		(497)
Income tax expense	94		56		250		119
Equity in net (loss) earnings of affiliates	(1)		1		—		1
NET EARNINGS (LOSS)	259		206		767		(615)
Net loss attributable to noncontrolling interests	(1)		—		(1)		—
NET EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING	$	260	$	206	$	768	$	(615)
EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
Basic	$	2.52	$	1.89	$	7.36	$	(5.66)
Diluted	$	2.50	$	1.88	$	7.30	$	(5.66)

WEIGHTED AVERAGE COMMON SHARES
Basic	103.1		108.8		104.4		108.7
Diluted	103.9		109.5		105.2		108.7

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

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (LOSS)

(unaudited)

(in millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
NET EARNINGS (LOSS)	$	259	$	206	$	767	$	(615)
Currency translation adjustment (net of tax of $(1) and $3 for the three months ended September 30, 2021 and 2020, respectively, and $(2) and $(7) for the nine months ended September 30, 2021 and 2020, respectively)	(35)		37		(48)		(32)
Pension and other postretirement adjustment (net of tax of $(10) and $0 for the three months ended September 30, 2021 and 2020, respectively, and $(10) and $0 for the nine months ended September 30, 2021 and 2020, respectively)	33		(3)		31		2
Hedging adjustment (net of tax of $(5) and $(1) for the three months ended September 30, 2021 and 2020, respectively, and $(8) and $(1) for the nine months ended September 30, 2021 and 2020, respectively)	12		3		22		2
COMPREHENSIVE EARNINGS (LOSS)	269		243		772		(643)
Comprehensive loss attributable to noncontrolling interests	(1)		—		(1)		—
COMPREHENSIVE EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING	$	270	$	243	$	773	$	(643)

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

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(unaudited)

(in millions, except per share amounts)


ASSETS	September 30, 2021		December 31, 2020
CURRENT ASSETS
Cash and cash equivalents	$	920	$	717
Receivables, less allowance of $9 and $10 at September 30, 2021 and December 31, 2020, respectively	1,141		919
Inventories	949		855

Other current assets	133		115
Total current assets	3,143		2,606
Property, plant and equipment, net	3,767		3,809
Operating lease right-of-use assets	145		154
Goodwill	995		989
Intangible assets	1,629		1,667
Deferred income taxes	39		28
Other non-current assets	263		228
TOTAL ASSETS	$	9,981	$	9,481
LIABILITIES AND EQUITY
CURRENT LIABILITIES



Current operating lease liabilities	$	52	$	55

Other current liabilities	1,634		1,385
Total current liabilities	1,686		1,440
Long-term debt, net of current portion	2,958		3,126
Pension plan liability	109		159
Other employee benefits liability	167		171
Non-current operating lease liabilities	93		99
Deferred income taxes	397		332
Other liabilities	322		213

OWENS CORNING STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.01 per share (a)	—		—
Common stock, par value $0.01 per share (b)	1		1
Additional paid in capital	4,076		4,059
Accumulated earnings	2,515		1,829
Accumulated other comprehensive deficit	(583)		(588)
Cost of common stock in treasury (c)	(1,799)		(1,400)
Total Owens Corning stockholders’ equity	4,210		3,901
Noncontrolling interests	39		40
Total equity	4,249		3,941
TOTAL LIABILITIES AND EQUITY	$	9,981	$	9,481

(a)10 shares authorized; none issued or outstanding at September 30, 2021 and December 31, 2020

(b)400 shares authorized; 135.5 issued and 101.6 outstanding at September 30, 2021; 135.5 issued and 105.6 outstanding at December 31, 2020

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

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited)

(in millions)


	Common Stock Outstanding			Treasury Stock			APIC (a)		Accumulated Earnings		AOCI (b)		NCI (c)		Total
	Shares	Par Value		Shares	Cost
Balance at December 31, 2020	105.6	$	1	29.9	$	(1,400)	$	4,059	$	1,829	$	(588)	$	40	$	3,941
Net earnings attributable to Owens Corning	—	—		—	—		—		210		—		—		210

Currency translation adjustment	—	—		—	—		—		—		(45)		(1)		(46)
Pension and other postretirement adjustment (net of tax)	—	—		—	—		—		—		1		—		1
Deferred gain on hedging transactions (net of tax)	—	—		—	—		—		—		12		—		12

Issuance of common stock under share-based payment plans	0.5	—		(0.5)	22		(15)		—		—		—		7
Purchases of treasury stock	(1.8)	—		1.8	(142)		—		—		—		—		(142)
Stock-based compensation expense	—	—		—	—		12		—		—		—		12

Dividends declared (d)	—	—		—	—		—		(28)		—		—		(28)
Balance at March 31, 2021	104.3	$	1	31.2	$	(1,520)	$	4,056	$	2,011	$	(620)	$	39	$	3,967
Net earnings attributable to Owens Corning	—	—		—	—		—		298		—		—		298

Currency translation adjustment	—	—		—	—		—		—		32		—		32
Pension and other postretirement adjustment (net of tax)	—	—		—	—		—		—		(3)		—		(3)
Deferred loss on hedging transactions (net of tax)	—	—		—	—		—		—		(2)		—		(2)

Issuance of common stock under share-based payment plans	0.3	—		(0.3)	14		(4)		—		—		—		10
Purchases of treasury stock	(1.3)	—		1.3	(131)		—		—		—		—		(131)
Stock-based compensation expense	—	—		—	—		12		—		—		—		12

Dividends declared (d)	—	—		—	—		—		(27)		—		—		(27)
Balance at June 30, 2021	103.3	$	1	32.2	$	(1,637)	$	4,064	$	2,282	$	(593)	$	39	$	4,156
Net earnings attributable to Owens Corning	—	—		—	—		—		260		—		—		260
Net loss attributable to noncontrolling interests	—	—		—	—		—		—		—		(1)		(1)
Currency translation adjustment	—	—		—	—		—		—		(35)		1		(34)
Pension and other postretirement adjustment (net of tax)	—	—		—	—		—		—		33		—		33
Deferred loss on hedging transactions (net of tax)	—	—		—	—		—		—		12		—		12


Purchases of treasury stock	(1.7)	—		1.7	(162)		—		—		—		—		(162)
Stock-based compensation expense	—	—		—	—		12		—		—		—		12

Dividends declared (d)	—	—		—	—		—		(27)		—		—		(27)
Balance at September 30, 2021	101.6	$	1	33.9	$	(1,799)	$	4,076	$	2,515	$	(583)	$	39	$	4,249

(a)Additional Paid in Capital (APIC)

(b)Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”)

(c)Noncontrolling Interest (“NCI”)

(d)Quarterly dividend declarations of $0.26 per share as of September 30, 2021, June 30, 2021 and March 31, 2021

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

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited)

(in millions)


	Common Stock Outstanding			Treasury Stock			APIC (a)		Accumulated Earnings		AOCI (b)		NCI (c)		Total
	Shares	Par Value		Shares	Cost
Balance at December 31, 2019	109.0	$	1	26.5	$	(1,130)	$	4,051	$	2,319	$	(610)	$	40	$	4,671
Net loss attributable to Owens Corning	—	—		—	—		—		(917)		—		—		(917)
Net earnings attributable to noncontrolling interests	—	—		—	—		—		—		—		1		1
Currency translation adjustment	—	—		—	—		—		—		(122)		(2)		(124)
Pension and other postretirement adjustment (net of tax)	—	—		—	—		—		—		7		—		7
Deferred loss on hedging transactions (net of tax)	—	—		—	—		—		—		(1)		—		(1)

Issuance of common stock under share-based payment plans	0.4	—		(0.4)	16		(16)		—		—		—		—
Purchases of treasury stock	(1.6)	—		1.6	(96)		—		—		—		—		(96)
Stock-based compensation expense	—	—		—	—		11		—		—		—		11

Dividends declared (d)	—	—		—	—		—		(26)		—		—		(26)
Balance at March 31, 2020	107.8	$	1	27.7	$	(1,210)	$	4,046	$	1,376	$	(726)	$	39	$	3,526
Net earnings attributable to Owens Corning	—	—		—	—		—		96		—		—		96
Net loss attributable to noncontrolling interests	—	—		—	—		—		—		—		(1)		(1)
Currency translation adjustment	—	—		—	—		—		—		53		1		54
Pension and other postretirement adjustment (net of tax)	—	—		—	—		—		—		(2)		—		(2)


Issuance of common stock under share-based payment plans	0.2	—		(0.2)	9		(1)		—		—		—		8

Stock-based compensation expense	—	—		—	—		9		—		—		—		9

Dividends declared (d)	—	—		—	—		—		(27)		—		—		(27)
Balance at June 30, 2020	108.0	$	1	27.5	$	(1,201)	$	4,054	$	1,445	$	(675)	$	39	$	3,663
Net earnings attributable to Owens Corning	—	—		—	—		—		206		—		—		206

Currency translation adjustment	—	—		—	—		—		—		37		1		38
Pension and other postretirement adjustment (net of tax)	—	—		—	—		—		—		(3)		—		(3)
Deferred loss on hedging transactions (net of tax)	—	—		—	—		—		—		3		—		3

Issuance of common stock under share-based payment plans	—	—		—	1		(1)		—		—		—		—

Stock-based compensation expense	—	—		—	—		11		—		—		—		11

Dividends declared (d)	—	—		—	—		—		(26)		—				(26)
Balance at September 30, 2020	108.0	$	1	27.5	$	(1,200)	$	4,064	$	1,625	$	(638)	$	40	$	3,892

(a)Additional Paid in Capital (APIC)

(b)Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”)

(c)Noncontrolling Interest (“NCI”)

(d)Quarterly dividend declarations of $0.24 per share as of September 30, 2020, June 30, 2020 and March 31, 2020

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

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

(in millions)


	Nine Months Ended September 30,
	2021		2020
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
Net earnings (loss)	$	767	$	(615)
Adjustments to reconcile net earnings (loss) to cash provided by operating activities:
Depreciation and amortization	370		352


Deferred income taxes	54		95
Provision for pension and other employee benefits liabilities	2		(2)
Stock-based compensation expense	36		31
Goodwill impairment charge	—		944
Intangible assets impairment charge	—		43
Other adjustments to reconcile net earnings (loss) to cash provided by operating activities	(27)		(41)
Loss on extinguishment of debt	9		—
Changes in operating assets and liabilities	(26)		(53)
Pension fund contribution	(5)		(20)
Payments for other employee benefits liabilities	(9)		(10)
Other	(3)		(7)
Net cash flow provided by operating activities	1,168		717
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Cash paid for property, plant, and equipment	(243)		(203)

Proceeds from the sale of assets or affiliates	70		50
Investment in subsidiaries and affiliates, net of cash acquired	(42)		—

Derivative settlements	(23)		49


Other	(4)		—
Net cash flow used for investing activities	(242)		(104)
NET CASH FLOW USED FOR FINANCING ACTIVITIES
Proceeds from long-term debt	—		297
Payments on long-term debt	(193)		—
Proceeds from senior revolving credit and receivables securitization facilities	—		876
Payments on senior revolving credit and receivables securitization facilities	—		(876)

Payments on term loan borrowing	—		(200)
Net increase (decrease) in short-term debt	1		(20)
Dividends paid	(81)		(78)
Purchases of treasury stock	(435)		(96)
Other	(8)		(9)
Net cash flow used for financing activities	(716)		(106)
Effect of exchange rate changes on cash	(7)		(32)
Net increase in cash, cash equivalents, and restricted cash	203		475
Cash, cash equivalents and restricted cash at beginning of period	724		179
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	927	$	654

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

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. GENERAL

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

The Consolidated Financial Statements included in this report are unaudited, pursuant to certain rules and regulations of the Securities and Exchange Commission, and include, in the opinion of the Company, 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, 2020 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 Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K"). Certain reclassifications have been made to the periods presented for 2020 to conform to the classifications used in the periods presented for 2021.

Revenue Recognition

As of December 31, 2020, our contract liability balances (for extended warranties, down payments and deposits, collectively) totaled $66 million, of which $15 million was recognized as revenue in the first nine months of 2021. As of September 30, 2021, our contract liability balances totaled $78 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 $7 million as of September 30, 2021, December 31, 2020, September 30, 2020 and December 31, 2019. 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 $23 million and $70 million for the three and nine months ended September 30, 2021, respectively. As of September 30, 2021, amounts due to the related party supplier were $4 million.

Leases

During the first quarter of 2021, the Company entered into a lease for a warehouse located near our manufacturing facility in Fort Smith, Arkansas that is expected to commence in 2022. The lease is for a to-be-constructed warehouse where the Company will serve as the construction agent for the landlord. At no point during the construction period will the Company control the underlying asset as defined in Accounting Standards Codification (ASC) 842 (Leases). This lease will result in finance lease right-of-use assets and corresponding lease liabilities of approximately $35 million at the time of lease commencement.

Accounting Pronouncements

The following table summarizes recent Accounting Standards Updates (ASU's) issued by the Financial Accounting Standards Board (FASB) that had an impact on the Company's Consolidated Financial Statements:


Standard	Description	Effective Date for Company	Effect on the Consolidated Financial Statements
Recently adopted standards:


ASU 2019-12 "Income Taxes (Topic 740)"	This standard simplifies accounting for income taxes including such topics as intraperiod tax allocations, franchise taxes and separate company financial statements.	January 1, 2021	The adoption of this standard did not have a material effect on our consolidated financial statements.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

2. 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 – The Company manufactures, fabricates and sells glass reinforcements in the form of fiber. Glass reinforcement materials are also used downstream by the Composites segment to manufacture and sell glass fiber products in the form of fabrics, nonwovens and other specialized products.

Insulation – Within our Insulation segment, the Company manufactures and sells fiberglass insulation into residential, commercial, industrial and other markets for both thermal and acoustical applications. It also manufactures and sells glass fiber pipe insulation, 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, roofing components used in residential and commercial construction and specialty applications, and synthetic packaging materials.

NET SALES

The following table summarizes 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, 2021
Reportable Segments	Composites		Insulation		Roofing		Eliminations		Consolidated
Disaggregation Categories
U.S. residential	$	83	$	312	$	796	$	(60)	$	1,131
U.S. commercial and industrial	163		181		38		—		382
Total United States	246		493		834		(60)		1,513
Europe	161		179		5		(2)		343
Asia-Pacific	136		48		1		—		185
Rest of world	48		95		29		—		172
NET SALES	$	591	$	815	$	869	$	(62)	$	2,213


	For the three months ended September 30, 2020
Reportable Segments	Composites		Insulation		Roofing		Eliminations		Consolidated
Disaggregation Categories
U.S. residential	$	76	$	257	$	691	$	(56)	$	968
U.S. commercial and industrial	136		150		43		(3)		326
Total United States	212		407		734		(59)		1,294
Europe	131		155		3		—		289
Asia-Pacific	141		43		3		—		187
Rest of world	37		76		21		—		134
NET SALES	$	521	$	681	$	761	$	(59)	$	1,904

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

2. SEGMENT INFORMATION (continued)


	For the nine months ended September 30, 2021
Reportable Segments	Composites		Insulation		Roofing		Eliminations		Consolidated
Disaggregation Categories
U.S. residential	$	241	$	860	$	2,302	$	(181)	$	3,222
U.S. commercial and industrial	471		520		93		—		1,084
Total United States	712		1,380		2,395		(181)		4,306
Europe	484		526		13		(3)		1,020
Asia-Pacific	403		137		6		—		546
Rest of world	134		278		83		—		495
NET SALES	$	1,733	$	2,321	$	2,497	$	(184)	$	6,367


	For the nine months ended September 30, 2020
Reportable Segments	Composites		Insulation		Roofing		Eliminations		Consolidated
Disaggregation Categories
U.S. residential	$	200	$	683	$	1,798	$	(151)	$	2,530
U.S. commercial and industrial	397		448		110		(3)		952
Total United States	597		1,131		1,908		(154)		3,482
Europe	379		444		10		(1)		832
Asia-Pacific	346		107		8		—		461
Rest of world	91		197		67		—		355
NET SALES	$	1,413	$	1,879	$	1,993	$	(155)	$	5,130

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

2. SEGMENT INFORMATION (continued)

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 September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Reportable Segments
Composites	$	101	$	55	$	278	$	105
Insulation	124		73		318		144
Roofing	212		196		602		408
Total reportable segments	437		324		1,198		657
Restructuring costs	(20)		—		(22)		(10)
Gain on sale of land in India	15		—		15		—
Gains on sale of certain precious metals	—		7		41		26
Goodwill impairment charge	—		—		—		(944)
Intangible assets impairment charge	—		—		—		(43)
Recognition of acquisition inventory fair value step-up	(1)		—		(1)		—

General corporate expense and other	(37)		(35)		(108)		(85)
Total corporate, other and eliminations	(43)		(28)		(75)		(1,056)
EBIT	$	394	$	296	$	1,123	$	(399)

3. INVENTORIES

Inventories consist of the following (in millions):


	September 30, 2021		December 31, 2020
Finished goods	$	559	$	532
Materials and supplies	390		323
Total inventories	$	949	$	855

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

4. 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, 2021 and December 31, 2020, 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, cross-currency swaps, foreign exchange forward contracts and U.S. treasury rate lock agreements, 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 the respective location on the Consolidated Balance Sheets (in millions):


		Fair Value at
	Location	September 30, 2021		December 31, 2020
Derivative assets designated as hedging instruments:
Net investment hedges:
Cross-currency swaps	Other current assets	$	5	$	5




Cash flow hedges:
Natural gas forward swaps	Other current assets	$	25	$	2

Treasury interest rate lock	Other non-current assets	$	12	$	4
Derivative liabilities designated as hedging instruments:
Net investment hedges:

Cross-currency swaps	Other liabilities	$	2	$	11




Cash flow hedges:


Foreign exchange forward contracts	Other current liabilities	$	1	$	—
Derivative assets not designated as hedging instruments:

Foreign exchange forward contracts	Other current assets	$	13	$	2
Derivative liabilities not designated as hedging instruments:

Foreign exchange forward contracts	Other current liabilities	$	1	$	45

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

4. DERIVATIVE FINANCIAL INSTRUMENTS (continued)

Consolidated Statements of Earnings (Loss) Activity

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


		Three Months Ended September 30,				Nine Months Ended September 30,
	Location	2021		2020		2021		2020
Derivative activity designated as hedging instruments:
Natural gas cash flow hedges:
Amount of (gain)/loss reclassified from AOCI (as defined below) into earnings (a)	Cost of sales	$	(4)	$	1	$	(6)	$	5


Cross-currency swap net investment hedges:
Amount of gain recognized in earnings on derivative amounts excluded from effectiveness testing	Interest expense, net	$	(1)	$	(1)	$	(4)	$	(6)


Derivative activity not designated as hedging instruments:


Foreign currency:
Amount of (gain)/loss recognized in earnings (b)	Other (income) expenses, net	$	(14)	$	29	$	(30)	$	20

(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 (income) expenses, net. Please refer to the "Other Derivatives" section below for additional detail.

Consolidated Statements of Comprehensive Earnings (Loss) Activity

The following table presents the impact of derivative activities on the Consolidated Statements of Comprehensive Earnings (Loss) (in millions):


		Amount of (Gain) Loss Recognized in Comprehensive Earnings (Loss)
		Three Months Ended September 30,				Nine Months Ended September 30,
Hedging Type	Derivative Financial Instrument	2021		2020		2021		2020
Net investment hedge	Cross-currency swaps	$	(5)	$	11	$	(9)	$	(27)
Cash flow hedge	Natural gas forward swaps	$	(17)	$	(3)	$	(23)	$	(3)
Cash flow hedge	Treasury interest rate lock	$	—	$	(1)	$	(8)	$	1
Cash flow hedge	Foreign exchange forward contracts	$	—	$	—	$	1	$	—

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, 2021, the notional amounts of these natural gas forward swaps was 2 million MMBtu (or MMBtu equivalent) based on European indices.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

4. DERIVATIVE FINANCIAL INSTRUMENTS (continued)

In March 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 before the end of 2022. The Company intends to cash settle this agreement upon a future issuance of certain senior notes thereby effectively locking in the U.S. Treasury fixed interest rate in effect at the time the agreement was initiated. The locked fixed rate of this agreement is 0.994%. The Company has designated this outstanding forward U.S. Treasury rate lock agreement, which expires on December 15, 2022, as a cash flow hedge.

In June 2021, the Company entered into five currency forward contracts with unrelated counterparties totaling $26 million to mitigate against unwanted or anticipated moves in the European Euro exchange rate against the U.S. Dollar, pertaining to forecasted Euro denominated invoices for capital expenditures. The Company has designated each of the individual contracts as cash flow hedges, with the last hedge maturing no later than December 2023.

Net Investment Hedges

The Company has translation exposure resulting from translating the financial statements of foreign subsidiaries into U.S. Dollars, which is recognized in Currency translation adjustment (a component of AOCI). The Company uses cross-currency forward contracts to hedge portions of the net investment in foreign subsidiaries against fluctuations in foreign exchange rates. As of September 30, 2021, the notional amount of these derivative financial instruments was $218 million related to the U.S. Dollar and European Euro. In the second quarter of 2020, the Company unwound certain net investment hedge contracts, resulting in cash proceeds of $30 million.

Other Derivatives

The Company uses forward currency exchange contracts to manage existing exposures to foreign exchange risk related to assets and liabilities recorded on the Consolidated Balance Sheets. As of September 30, 2021, the Company had notional amounts of $706 million for non-designated derivative financial instruments related to foreign currency exposures in U.S. Dollars primarily related to Brazilian Real, Chinese Yuan, European Euro, Hong Kong Dollar, Indian Rupee, and South Korean Won. In addition, the Company had notional amounts of $91 million for non-designated derivative financial instruments related to foreign currency exposures in European Euro primarily related to the Russian Ruble.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

5. 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 2021. The changes in the net carrying value of goodwill by segment are as follows (in millions):


	Composites		Insulation		Roofing		Total
Balance at December 31, 2020	$	57	$	532	$	400	$	989


Acquisitions (see Note 7)	16		—		—		16
Additions	3		—		—		3
Foreign Currency Translation	(1)		(10)		(2)		(13)
Balance at September 30, 2021	$	75	$	522	$	398	$	995

During the first quarter of 2020, the Company’s significant share price reduction during the COVID-19 pandemic was determined to be an indicator of impairment under ASC 350. The COVID-19 pandemic was expected to have a negative impact on results for the remainder of 2020 and create uncertainty in our markets. The narrow cushion on the Insulation reporting unit and the high level of macroeconomic uncertainty caused the Company to perform an interim goodwill impairment test as of March 31, 2020 over the Insulation reporting unit. After evaluating and weighing all relevant events and circumstances, and considering the substantial excess fair values for the Roofing and Composites reporting units, we concluded that it was not more likely than not that the fair values of these reporting units were less than their carrying values. Consequently, we determined that it was not necessary to perform an interim impairment test for the Roofing and Composites reporting units.

Based on the results of this interim testing over the Insulation reporting unit, the Company recorded a $944 million pre-tax non-cash impairment charge in the first quarter of 2020. This charge was recorded in Goodwill impairment charge on the Consolidated Statements of Earnings (Loss), and was included in the Corporate, Other and Eliminations reporting category.

Other Intangible Assets

The Company amortizes the cost of other intangible assets over their estimated useful lives which, individually, range up to 45 years. The Company's future cash flows are not materially impacted by its ability to extend or renew agreements related to its amortizable intangible assets.

Other intangible assets consist of the following (in millions):


	September 30, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Trademarks	$	1,102	$	—	$	1,102	$	1,109	$	—	$	1,109
Customer relationships	567		(215)		352		570		(200)		370
Technology	321		(185)		136		327		(172)		155
Other (a)	43		(4)		39		36		(3)		33
Total other intangible assets	$	2,033	$	(404)	$	1,629	$	2,042	$	(375)	$	1,667

(a) Other primarily includes emissions and quarry rights.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

5. GOODWILL AND OTHER INTANGIBLE ASSETS (continued)

In the first quarter of 2020, we performed an interim impairment test of certain indefinite-lived trademarks and trade names used by our Insulation segment, based on the macroeconomic conditions that precipitated the interim goodwill impairment test described above.

Based on the results of this testing, the Company recorded pre-tax non-cash impairment charges totaling $43 million in the first quarter of 2020 related to two of the Insulation trademarks and trade names. These charges were recorded in Other (income) expenses, net on the Consolidated Statements of Earnings (Loss), and were included in the Corporate, Other and Eliminations reporting category.

Non-cash impairment charges included a pre-tax impairment charge of $34 million for a trade name used by our European building and technical insulation business, and a pre-tax impairment charge of $9 million related to a trademark used on global cellular glass insulation products.

There is one trade name used by our European building and technical insulation business within our Insulation segment that is at an increased risk of impairment. A change in the estimated long-term revenue growth rate or increase in the discount rate assumption could increase the likelihood of a future impairment for this asset. The affected asset had a carrying value of $164 million as of September 30, 2021.

The estimated amortization expense for intangible assets for the next five years is as follows (in millions):


Period	Amortization
2022	$	45
2023	$	43
2024	$	39
2025	$	38
2026	$	38

6. PROPERTY, PLANT AND EQUIPMENT

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


	September 30, 2021		December 31, 2020
Land	$	222	$	222
Buildings and leasehold improvements	1,255		1,241
Machinery and equipment	5,277		5,155
Construction in progress	270		292
	7,024		6,910
Accumulated depreciation	(3,257)		(3,101)
Property, plant and equipment, net	$	3,767	$	3,809

Machinery and equipment includes certain precious metals used in our production tooling, which comprise approximately 10% of total machinery and equipment as of both September 30, 2021 and December 31, 2020. 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.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

6. PROPERTY, PLANT AND EQUIPMENT (continued)

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. During the three and nine months ended September 30, 2021, these non-cash exchanges resulted in a net increase to Machinery and equipment of less than $1 million and $41 million, respectively, and gains totaling less than $1 million and $41 million, respectively, which are included in Other (income) expenses, net on the Consolidated Statements of Earnings (Loss) and are reflected in the Corporate, Other and Eliminations reporting category. These non-cash investing activities are not included in Net cash flow used for investing activities in the Consolidated Statements of Cash Flows. We do not expect these exchanges to materially impact our current or future capital expenditure requirements or rate of depletion.

7. ACQUISITIONS

On July 13, 2021, the Company acquired vliepa GmbH ("vliepa"), which specializes in the coating, printing, and finishing of nonwovens, paper, and film for the building materials industry in Europe, for $42 million, net of cash acquired. The acquisition broadens the Company’s global nonwovens portfolio to better serve European customers and accelerate growth of building and construction market applications in the region. The operating results and a preliminary purchase price allocation for vliepa have been included in the Company’s Composites segment within the Consolidated Financial Statements since the date of the acquisition. The purchase price allocation is preliminary until the Company obtains final information regarding fair values. The acquisition resulted in the recognition of $13 million in intangible assets and $16 million in goodwill. The pro-forma effect of this acquisition on revenues and earnings was not material.

8. 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 2020 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,
	2021		2020
Beginning balance	$	72	$	64
Amounts accrued for current year	17		16
Settlements of warranty claims	(10)		(10)
Ending balance	$	79	$	70

9. RESTRUCTURING AND ACQUISITION-RELATED COSTS

The Company may incur restructuring, transaction and integration costs related to acquisitions, and may incur restructuring costs in connection with its global cost reduction and productivity initiatives.

Santa Clara Insulation Site

During the third quarter of 2021, the Company entered into a purchase and sale agreement for the Company's Insulation site in Santa Clara, California. The Company expects to continue operations at this facility through the third quarter of 2022 and complete the transaction in the first quarter of 2023. This action is part of the Company's on-going strategy to operate a flexible, cost-efficient manufacturing network and geographically locate its assets to better service its customers. Cumulative cash pre-tax charges associated with the transaction are expected to be in the range of $30 million to $40 million, primarily related to severance and one-time employee termination benefits, demolition costs, and other closing costs. In addition, cumulative non-cash charges are expected to be in the range of $75 million to $85 million, primarily consisting of accelerated depreciation of property, plant and equipment and derecognition of the carrying value of land, which will offset the gross proceeds at closing.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

9. RESTRUCTURING AND ACQUISITION-RELATED COSTS (continued)

In the third quarter, the Company recorded $19 million of charges, comprised of $12 million of severance, $5 million of accelerated depreciation and $2 million of pension related charges in the quarter, associated with this agreement.

2020 Insulation Restructuring Actions

During the fourth quarter of 2020, the Company took actions to avoid future capital outlays and reduce costs in its global Insulation segment, mainly through decisions to close certain manufacturing facilities in Shanghai, China and Fresno, Texas, and optimize a facility in Parainen, Finland. During the first nine months of 2021, the Company recorded $3 million of charges primarily related to accelerated depreciation. The Company expects to recognize approximately $1 million of incremental charges in 2021 related to these actions.

2020 Composites Restructuring Actions

During 2020, the Company took actions to reduce costs throughout its global Composites segment primarily through global workforce reductions, closure of manufacturing lines and other asset write-offs. The Company does not expect to recognize significant incremental costs related to these actions.

Acquisition-Related Restructuring

Following the acquisitions of Paroc Group Oy ("Paroc") and Pittsburgh Corning Corporation and Pittsburgh Corning Europe NV (collectively, "Pittsburgh Corning") into the Company's Insulation segment, the Company took actions to realize expected synergies from the newly acquired operations. The Company does not expect to recognize significant incremental costs related to these actions.

Consolidated Statements of Earnings (Loss) Classification

The following table presents the impact and respective location of total restructuring costs on the Consolidated Statements of Earnings (Loss), which are included within Corporate, Other and Eliminations (in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,
Type of cost	Location	2021		2020		2021		2020
Accelerated depreciation	Cost of sales	$	6	$	—	$	8	$	1
Other exit costs	Cost of sales	—		—		—		3
Other exit costs	Marketing and administrative expenses	—		—		1		—
Severance	Other (income) expenses, net	12		—		10		5
Other exit (gains)/costs (a)	Other (income) expenses, net	(15)		—		(14)		1
Other exit costs	Non-operating income	2		—		2		—
Total restructuring costs		$	5	$	—	$	7	$	10

(a) Other exit (gains)/costs in the third quarter of 2021 includes a $15 million gain related to the sale of land in Thimmapur, India. Please refer to Note 11 of our 2017 Form 10-K for more information about the 2017 Cost Reduction actions.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

9. RESTRUCTURING AND ACQUISITION-RELATED COSTS (continued)

Summary of Unpaid Liabilities

The following table summarizes the status of the unpaid liabilities from the Company's restructuring activities (in millions):


	Santa Clara Insulation Site		2020 Insulation Restructuring Actions		2020 Composites Restructuring Actions		Acquisition-Related Restructuring
Balance at December 31, 2020	$	—	$	2	$	2	$	9
Restructuring costs/(gains)	19		3		—		(1)
Payments	—		(2)		(2)		(2)
Accelerated depreciation and other non-cash items	(7)		(2)		—		—


Balance at September 30, 2021	$	12	$	1	$	—	$	6
Cumulative charges incurred	$	19	$	26	$	13	$	28

As of September 30, 2021, the remaining liability balance is comprised of $19 million of severance, inclusive of $14 million of non-current severance and $5 million of severance the Company expects to pay over the next twelve months.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

10. DEBT

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


	September 30, 2021				December 31, 2020
	Carrying Value		Fair Value		Carrying Value		Fair Value

4.200% senior notes, net of discount and financing fees, due 2022	$	—	n/a		$	184	106	%
4.200% senior notes, net of discount and financing fees, due 2024	396		109	%	396		111	%
3.400% senior notes, net of discount and financing fees, due 2026	397		108	%	397		111	%
3.950% senior notes, net of discount and financing fees, due 2029	446		112	%	445		115	%
3.875% senior notes, net of discount and financing fees, due 2030	297		111	%	297		115	%
7.000% senior notes, net of discount and financing fees, due 2036	368		144	%	368		142	%
4.300% senior notes, net of discount and financing fees, due 2047	589		116	%	588		120	%
4.400% senior notes, net of discount and financing fees, due 2048	390		118	%	390		121	%


Various finance leases, due through 2036 (a)	97		100	%	78		100	%
Other	2		n/a		2		n/a
Total long-term debt	2,982		n/a		3,145		n/a
Less – current portion (a)	24		100	%	19		100	%
Long-term debt, net of current portion	$	2,958	n/a		$	3,126	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.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

10. DEBT (continued)

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 $600 million of 2022 senior notes on October 17, 2012. Interest on the notes is payable semiannually in arrears on June 15 and December 15 each year, beginning on June 15, 2013. The proceeds of these notes were used to repay $250 million of our 2016 senior notes and $100 million of our 2019 senior notes and pay down our Senior Revolving Credit Facility. On August 19, 2021, the Company issued a make-whole call to repay the remaining portion of its outstanding 2022 senior notes, and the redemption was completed in the third quarter of 2021. The Company recognized approximately $9 million of loss on extinguishment of debt in the third quarter of 2021 associated with these actions.

On October 31, 2006, the Company issued $550 million of 2036 senior notes. 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, 2021.

Senior Revolving Credit Facility

The Company has an $800 million senior revolving credit facility (the "Senior Revolving Credit Facility") 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 LIBOR plus a spread.

In July 2021, the Senior Revolving Credit Facility was amended to extend the maturity date to July 2026. The new agreement also includes fallback language related to a benchmark reference rate replacement, when a LIBOR transition occurs, and eliminated the minimum required interest expense coverage ratio covenant.

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, 2021. Please refer to the Credit Facility Utilization section below for liquidity information as of September 30, 2021.

Receivables Securitization Facility

The Company has a Receivables Purchase Agreement (RPA) that is accounted for as secured borrowings in accordance with 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. LIBOR, plus a fixed spread. In April 2021, the securitization facility (the "Receivables Securitization Facility") was amended to extend the maturity date to April 2024. The new agreement also includes fallback language related to a benchmark reference rate replacement, when a LIBOR transition occurs.

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, 2021. Please refer to the Credit Facility Utilization section below for liquidity information as of September 30, 2021.

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

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

10. DEBT (continued)

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, 2021
	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 $2 million and $1 million as of September 30, 2021 and December 31, 2020, respectively. The short-term borrowings consisted of various operating lines of credit. The weighted average interest rate on all short-term borrowings was approximately 1.4% and 1.1% as of September 30, 2021 and December 31, 2020, respectively.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

11. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Pension Plans

The Company sponsors defined benefit pension plans. Under the plans, pension benefits are based on an employee’s years of service and, for certain categories of employees, qualifying compensation. Company contributions to these pension plans are determined by an independent actuary to meet or exceed minimum funding requirements. 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. 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.

The following table provides information regarding pension expense recognized (in millions):


	Three Months Ended September 30,
	2021						2020
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Components of Net Periodic Pension Cost
Service cost	$	1	$	1	$	2	$	1	$	1	$	2
Interest cost	6		3		9		7		2		9
Expected return on plan assets	(9)		(5)		(14)		(11)		(4)		(15)

Amortization of actuarial loss	3		1		4		3		1		4


Contractual termination benefit	2		—		2		—		—		—

Net periodic pension cost	$	3	$	—	$	3	$	—	$	—	$	—


	Nine Months Ended September 30,
	2021						2020
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Components of Net Periodic Pension Cost
Service cost	$	4	$	4	$	8	$	4	$	3	$	7
Interest cost	17		7		24		21		7		28
Expected return on plan assets	(27)		(14)		(41)		(34)		(12)		(46)

Amortization of actuarial loss	9		3		12		9		3		12


Contractual termination benefit	2		—		2		—		—		—

Net periodic pension cost	$	5	$	—	$	5	$	—	$	1	$	1

The Company does not expect to contribute to the U.S. pension plans during 2021. The Company expects to contribute $25 million in cash to non-U.S. plans during 2021. The Company made cash contributions of $3 million to the plans during the nine months ended September 30, 2021.

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.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

11. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (continued)

The following table provides the components of net periodic benefit cost for aggregated U.S. and non-U.S. plans for the periods indicated (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Components of Net Periodic Benefit Cost
Service cost	$	—	$	—	$	1	$	1
Interest cost	1		1		3		4
Amortization of prior service credit	—		—		(1)		(2)
Amortization of actuarial gain	(2)		(2)		(6)		(6)
Net periodic benefit income	$	(1)	$	(1)	$	(3)	$	(3)

12. 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. 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.

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 operate using 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.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

12. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)

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, 2021, the Company was involved with a total of 22 sites worldwide, including 9 Superfund and state equivalent sites and 13 owned or formerly owned sites. None of the liabilities for these sites are individually significant to the Company.

Remediation activities generally involve a potential range of activities and costs related to soil, groundwater, and sediment contamination. This can include pre-cleanup activities such as fact-finding and investigation, risk assessment, feasibility studies, remedial action design and implementation (where actions may range from monitoring to removal of contaminants, to installation of longer-term remediation systems). A number of factors affect the cost of environmental remediation, including the number of parties involved in a particular site, the determination of the extent of contamination, the length of time the remediation may require, the complexity of environmental regulations, variability in clean-up standards, the need for legal action, and changes in remediation technology. Taking these factors into account, Owens Corning has predicted the costs of remediation reasonably estimated to be paid over a period of years. The Company accrues an amount on an undiscounted basis, consistent with the reasonable estimates of these costs when it is probable that a liability has been incurred. Actual cost may differ from these estimates for the reasons mentioned above. At September 30, 2021, the Company had an accrual totaling $4 million for these costs, of which the current portion is $1 million. Changes in required remediation procedures or timing of those procedures, or discovery of contamination at additional sites, could result in material increases to the Company’s environmental obligations.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

13. STOCK COMPENSATION

Description of the Plan

On April 18, 2019, the Company’s stockholders approved the Owens Corning 2019 Stock Plan (the “2019 Stock Plan”) which authorizes grants of stock options, stock appreciation rights, restricted stock awards, restricted stock units, bonus stock awards and performance share awards. At September 30, 2021, the number of shares remaining available under the 2019 Stock Plan for all stock awards was approximately 3.1 million.

Prior to 2019, employees were eligible to receive stock awards under the Owens Corning 2016 Stock Plan and the Owens Corning 2013 Stock Plan.

Total Stock-Based Compensation Expense

Stock-based compensation expense included in Marketing and administrative expenses in the accompanying Consolidated Statements of Earnings (Loss) is as follows (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Total stock-based compensation expense	$	12	$	11	$	36	$	31

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, 2021, there was no unrecognized compensation cost related to stock options and the range of exercise prices on outstanding stock options was $37.65 - $42.16.

The following table summarizes the Company’s stock option activity:


		Weighted-Average
	Number of Options	Exercise Price		Remaining Contractual Life (in years)	Intrinsic Value (in millions)
Outstanding, December 31, 2020	361,775	$	37.77	1.50	$	14

Exercised	(215,875)	37.42


Outstanding, September 30, 2021	145,900	$	38.30	1.09	$	7
Exercisable, September 30, 2021	145,900	$	38.30	1.09	$	7

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

13. STOCK COMPENSATION (continued)

Restricted Stock Awards and Restricted Stock Units

The Company has granted restricted stock awards and restricted stock units (collectively referred to as “RSUs”) under its stockholder approved stock plans. 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 or four years. The Stock Plan allows alternate vesting schedules for death, disability, and retirement. The weighted average grant date fair value of RSUs granted in 2021 was $83.72.

The following table summarizes the Company’s RSU plans:



	Number of RSUs	Weighted-Average Fair Value
Balance at December 31, 2020	1,419,454	$	54.99
Granted	352,126	83.72
Vested	(449,207)	56.51
Forfeited	(46,074)	66.15
Balance at September 30, 2021	1,276,299	$	61.83

As of September 30, 2021, there was $37 million of total unrecognized compensation cost related to RSUs. That cost is expected to be recognized over a weighted-average period of 2.44 years. The total grant date fair value of shares vested during the nine months ended September 30, 2021 and 2020 was $25 million and $22 million, respectively.

Performance Share Awards and Performance Share Units

The Company has granted performance share awards and performance share units (collectively referred to as “PSUs”) as a part of its long-term incentive plan. All outstanding performance grants will fully settle in stock. The amount of stock ultimately distributed from all performance shares is contingent on meeting internal company-based metrics or an external-based stock performance metric.

In the nine months ended September 30, 2021, the Company granted both internal company-based and external-based metric PSUs.

Internal Company-based metrics

The internal company-based metrics are based on various Company metrics and typically vest over a three-year period. The amount of stock distributed will vary from 0% to 300% 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 metrics vest after a three-year period. Outstanding grants are based on the Company's total stockholder return relative to the performance of the Dow Jones U.S. Construction & Materials Index. 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.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

13. STOCK COMPENSATION (continued)

In the nine months ended September 30, 2021, the Company granted separate tranches of external-based metric PSU's subject to a Monte Carlo simulation. The following table provides a range of the assumptions for shares granted in 2021:




Expected volatility			42.74% — 43.67%
Risk free interest rate			0.18% — 0.24%
Expected term (in years)			2.56 — 2.90
Grant date fair value of units granted			$99.19 — $127.37

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, 2021, there was $21 million total unrecognized compensation cost related to PSUs. That cost is expected to be recognized over a weighted-average period of 1.84 years. There were no shares vested during the nine months ended September 30, 2021. The total grant date fair value of shares vested during the nine months ended September 30, 2020 was $1 million.

The following table summarizes the Company’s PSU activity:



	Number of PSUs	Weighted-Average Grant-Date Fair Value
Balance at December 31, 2020	323,361	$	61.78
Granted	153,858	85.81

Forfeited	(23,130)	65.59
Balance at September 30, 2021	454,089	$	69.63

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, 2021, 4.0 million shares remain available for purchase.

Included in total stock-based compensation expense is $1 million and $4 million of expense related to the Company's ESPP recognized during the three and nine months ended September 30, 2021, respectively. During the three and nine months ended September 30, 2020, the Company recognized expense of $1 million and $4 million, respectively, related to the Company's ESPP. As of September 30, 2021, there was $1 million of total unrecognized compensation cost related to the ESPP.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

14. EARNINGS PER SHARE

The following table is a reconciliation of weighted-average shares for calculating basic and diluted earnings (loss) per-share (in millions, except per share amounts):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Net earnings (loss) attributable to Owens Corning	$	260	$	206	$	768	$	(615)
Weighted-average number of shares outstanding used for basic earnings (loss) per share	103.1		108.8		104.4		108.7
Non-vested restricted and performance shares	0.7		0.6		0.7		—
Options to purchase common stock	0.1		0.1		0.1		—
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings (loss) per share	103.9		109.5		105.2		108.7
Earnings (loss) per common share attributable to Owens Corning common stockholders:
Basic	$	2.52	$	1.89	$	7.36	$	(5.66)
Diluted	$	2.50	$	1.88	$	7.30	$	(5.66)

For the three and nine months ended September 30, 2021, there were no non-vested restricted or performance shares that had an anti-dilutive effect on earnings per share. For the three months ended September 30, 2020, there were no non-vested restricted or performance shares that had an anti-dilutive effect on earnings per share. For the nine months ended September 30, 2020, diluted earnings per share was equal to basic earnings per share due to the net loss attributable to Owens Corning.

On December 3, 2020, the Board of Directors approved a share buy-back program under which the Company is authorized to repurchase up to 10 million shares of the Company’s outstanding common stock (the “Repurchase Authorization”). The Repurchase Authorization enables the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and is at the Company’s discretion. The Company repurchased 4.6 million shares of its common stock for $422 million during the nine months ended September 30, 2021, under the Repurchase Authorization. As of September 30, 2021, 4.9 million shares remain available for repurchase under the Repurchase Authorization.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

15. 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,
	2021			2020			2021			2020
Income tax expense	$	94		$	56		$	250		$	119
Effective tax rate	27		%	21		%	25		%	(24)		%

The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended September 30, 2021 is primarily due to U.S. state and local income tax expense, U.S. federal taxes on foreign earnings, 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, 2021 is primarily due to U.S. state and local income tax expense, 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 effective tax rate and the U.S. federal statutory tax rate for the three months ended September 30, 2020 is 21%. The effective tax rate was positively impacted by final regulations on global intangible low-taxed income (GILTI), offset by the impact of taxes on foreign earnings, U.S. state and local income tax expense, 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, 2020 is primarily a result of charges related to the impairment of goodwill and certain other indefinite-lived intangible assets recorded in the first quarter of 2020, which were mostly non-deductible. In addition, non-cash charges of $15 million were recorded related to adjustments to valuation allowances against certain deferred tax assets. The remaining difference between the statutory rate of 21% and the effective rate was driven by the impact of recording U.S. state and local income tax expense and U.S. federal taxes on foreign earnings.

On July 20, 2020, the Internal Revenue Service (IRS) issued final regulations under IRC Section 951A permitting a taxpayer to elect to exclude from its inclusion of GILTI items of income subject to a high effective rate of foreign tax. As a result of the final regulations, the Company recorded a net non-cash income tax benefit of $13 million in the third quarter of 2020 relating to the 2018 and 2019 tax years and an increase in the valuation allowance.

The Company continues its current practice of asserting indefinite reinvestment in accordance with ASC 740 based on the laws as of enactment of the tax legislation commonly known as the U.S. Tax Cuts and Jobs Act of 2017.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

16. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

The following table summarizes the changes in accumulated other comprehensive income (deficit) (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,

	2021		2020		2021		2020
Currency Translation Adjustment
Beginning balance	$	(233)	$	(351)	$	(220)	$	(282)
Net investment hedge amounts classified into AOCI, net of tax	4		(9)		7		20




Gain/(loss) on foreign currency translation	(39)		46		(55)		(52)
Other comprehensive income/(loss), net of tax	(35)		37		(48)		(32)
Ending balance	$	(268)	$	(314)	$	(268)	$	(314)
Pension and Other Postretirement Adjustment
Beginning balance	$	(374)	$	(321)	$	(372)	$	(326)
Amounts reclassified from AOCI to net earnings, net of tax (a)	2		(3)		4		4
Amounts classified into AOCI, net of tax (b)	31		—		27		(2)









Other comprehensive income/(loss), net of tax	33		(3)		31		2
Ending balance	$	(341)	$	(324)	$	(341)	$	(324)
Hedging Adjustment
Beginning balance	$	14	$	(3)	$	4	$	(2)


Amounts reclassified from AOCI to net earnings, net of tax (c)	(3)		2		(5)		(2)
Amounts classified into AOCI, net of tax	15		1		27		4








Other comprehensive income, net of tax	12		3		22		2
Ending balance	$	26	$	—	$	26	$	—
Total AOCI ending balance	$	(583)	$	(638)	$	(583)	$	(638)

(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 11 for additional information.

(b)Amounts classified into AOCI, net of tax includes the impact of a pension plan remeasurement that occurred in the third quarter of 2021 related to the purchase and sale agreement for the Company's Insulation site in Santa Clara, California. See Note 9 for additional information.

(c)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.

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

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

GENERAL

Owens Corning is a leading global producer of residential and commercial building materials and of glass fiber reinforcements and other materials for composites. The Company has three reportable segments: Composites, Insulation and Roofing. Through these lines of business, we manufacture and sell products worldwide. We maintain leading market positions in many of our major product categories.

EXECUTIVE OVERVIEW

Throughout the first nine months of 2021, the impact of the COVID-19 pandemic on our operations continued to wane due to the resumption of widespread economic activity and ensuing recovery in many of the markets we serve globally. Despite this lessening impact throughout 2021, we continue to monitor the COVID-19 pandemic for potential impacts on our business and take precautions to provide a safe environment for our employees and customers. The spread of the COVID-19 pandemic in 2020 caused an economic downturn on a global scale, the impact of which was felt across the markets served by our three segments. Our financial results in the three and nine months ended September 30, 2020, which serve as the basis for comparison in the paragraphs below, reflect the impact of the COVID-19 pandemic.

Net earnings attributable to Owens Corning were $260 million in the third quarter of 2021, compared to $206 million in the same period of 2020. The Company reported $394 million in earnings before interest and taxes (EBIT) for the third quarter of 2021 compared to $296 million in the same period of 2020. The Company generated $400 million in adjusted earnings before interest and taxes (“Adjusted EBIT”) for the third quarter of 2021 compared to $289 million in the same period of 2020. See the Adjusted Earnings Before Interest and Taxes paragraph of the MD&A for further information regarding EBIT and Adjusted EBIT, including the reconciliation to net earnings (loss) attributable to Owens Corning. Third quarter of 2021 EBIT performance compared to the same period of 2020 increased $51 million, $46 million, and $16 million in our Insulation, Composites, and Roofing segments, respectively. Within our Corporate, Other and Eliminations category, General corporate expense and other was relatively flat.

Cash and cash equivalents were $920 million as of September 30, 2021, compared to $647 million as of September 30, 2020, as a result of strong cash flow provided by operating activities. In the nine months ended September 30, 2021, the Company's operating activities provided $1,168 million of cash flow, compared to $717 million in the same period in 2020. The change was primarily driven by higher earnings.

On August 19, 2021, the Company issued a make-whole call to repay the remaining portion of its outstanding 2022 senior notes, and the redemption was completed in the third quarter of 2021. The Company recognized $9 million of loss on extinguishment of debt in the third quarter of 2021 associated with these actions.

The Company repurchased 1.7 million shares of its common stock for $160 million in the third quarter of 2021 under a previously announced repurchase authorization (the "Share Repurchase Authorization"). As of September 30, 2021, 4.9 million shares remained available for repurchase under the Share Repurchase Authorization.

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

On July 28, 2021, the Company entered into a purchase and sale agreement for the Company’s Insulation site in Santa Clara, California to commercial real estate developer Panattoni for expected gross proceeds of approximately $240 million, including a non-refundable deposit of $50 million received at signing. The Company expects to continue operations at this facility through third-quarter 2022 and complete the transaction in first-quarter 2023. This action is part of the Company’s on-going strategy to operate a flexible, cost-efficient manufacturing network and geographically locate its assets to better service its customers. Cumulative cash pre-tax charges associated with the transaction are expected to be in the range of $30 million to $40 million, primarily related to severance and one-time employee termination benefits, demolition costs, and other closing costs. In addition, cumulative non-cash charges are expected to be in the range of $75 million to $85 million, primarily consisting of accelerated depreciation of property, plant and equipment and derecognition of the carrying value of land, which will offset the gross proceeds at closing.

RESULTS OF OPERATIONS

Consolidated Results (in millions)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net sales	$	2,213		$	1,904		$	6,367		$	5,130
Gross margin	$	596		$	477		$	1,658		$	1,126
% of net sales	27		%	25		%	26		%	22		%
Marketing and administrative expenses	$	186		$	163		$	548		$	493
Goodwill impairment charge	$	—		$	—		$	—		$	944
Other (income) expenses, net	$	(3)		$	2		$	(68)		$	40
Earnings (loss) before interest and taxes	$	394		$	296		$	1,123		$	(399)
Interest expense, net	$	31		$	35		$	97		$	98
Loss on extinguishment of debt	$	9		$	—		$	9		$	—
Income tax expense	$	94		$	56		$	250		$	119
Net earnings (loss) attributable to Owens Corning	$	260		$	206		$	768		$	(615)

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

NET SALES

In the third quarter and year-to-date 2021, net sales increased $309 million and $1,237 million, respectively, compared to the same periods in 2020. For the third quarter, the increase in net sales was driven by the impact of higher selling prices in all three segments and higher sales volumes in Insulation and Roofing. For the year-to-date comparison, the increase in net sales was driven by the impact of higher sales volumes and higher selling prices in all three segments, and the positive impact of translating sales denominated in foreign currencies into United States dollars.

GROSS MARGIN

In the third quarter and year-to-date 2021, gross margin increased $119 million and $532 million, respectively, compared to the same periods in 2020. For the third quarter, the increase in gross margin was driven by higher selling prices, partially offset by higher input cost inflation in all three segments. For the year-to-date comparison, the increase in gross margin was driven by the impact of higher sales volumes and higher selling prices in all three segments, partially offset by higher input cost inflation in all three segments. The favorable comparison year-over-year to curtailment costs in our Composites and Insulation segments in 2020 provided additional benefit.

MARKETING AND ADMINISTRATIVE EXPENSES

In the third quarter and year-to-date 2021, marketing and administrative expenses increased $23 million and $55 million, respectively, compared to the same periods in 2020. For the third quarter and year-to-date, the increase in marketing and

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

administrative expenses was driven primarily by higher performance-based compensation associated with an improved outlook for 2021 and higher general corporate expenses as business activities return to a more typical, post-pandemic level.

GOODWILL IMPAIRMENT CHARGE

The Company recorded a pre-tax non-cash impairment charge of $944 million in the first quarter of 2020 related to the Insulation reporting unit, which was equal to the excess of the reporting unit's carrying value over its fair value.

OTHER (INCOME) EXPENSES, NET

In the third quarter and year-to-date 2021, other (income) expenses, net decreased $5 million and $108 million, respectively, compared to the same period in 2020. For the third quarter, the decrease was driven primarily by the $15 million gain on the sale of land in India partially offset by $12 million of severance charges. For the year-to-date comparison, the decrease was driven by the favorable comparison year-over-year to intangible asset impairment charges of $43 million recognized in 2020. The remaining difference was driven by $25 million of gains on settlements from contracts to purchase and sell wind-generated electricity, $15 million of higher gains on sale of precious metals and the $15 million gain on the sale of land in India.

INTEREST EXPENSE, NET

In the third quarter and year-to-date 2021, interest expense, net, was relatively flat compared to the same periods in 2020.

LOSS ON EXTINGUISHMENT OF DEBT

During the third quarter of 2021, the Company recognized a $9 million loss on extinguishment of debt in connection with the make-whole call to repay the remaining portion of its outstanding 2022 senior notes.

INCOME TAX EXPENSE

Income tax expense for the three and nine months ended September 30, 2021 was $94 million and $250 million, respectively. For the third quarter of 2021, the Company's effective tax rate was 27% and for the nine months ended September 30, 2021, the Company's effective tax rate was 25%. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended September 30, 2021 is primarily due to U.S. state and local income tax expense, U.S. federal taxes on foreign earnings, 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, 2021 is primarily due to U.S. state and local income tax expense, 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 realization of deferred tax assets depends on achieving a certain minimum level of future taxable income. Management currently believes that it is at least reasonably possible that the minimum level of taxable income will be met within the next 12 months to reduce the valuation allowances of certain foreign jurisdictions by a range of zero to $5 million.

Income tax expense for the three and nine months ended September 30, 2020 was $56 million and $119 million, respectively. For the third quarter of 2020, the Company's effective tax rate was 21% and for the nine months ended September 30, 2020, the Company's effective tax rate was (24)%. The effective tax rate and the U.S. federal statutory tax rate for the three months ended September 30, 2020 is 21%. The effective tax rate was positively impacted by final regulations on global intangible low-taxed income (GILTI), offset by the impact of taxes on foreign earnings, U.S. state and local income tax expense, 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, 2020 is primarily a result of charges related to the impairment of goodwill and certain other indefinite-lived intangible assets recorded in the first quarter of 2020, which were mostly non-deductible. Non-cash charges of $15 million were recorded related to adjustments to valuation allowances against certain deferred tax assets. The remaining difference between the statutory rate of 21% and the effective rate was driven by the impact of recording U.S. state and local income tax expense and U.S. federal taxes on foreign earnings.

On July 20, 2020 the Internal Revenue Service (IRS) issued final regulations under IRC Section 951A permitting a taxpayer to elect to exclude from its inclusion of GILTI items of income subject to a high effective rate of foreign tax. As a result of the final regulations, the Company recorded a net non-cash income tax benefit of $13 million in the third quarter of 2020 relating to the 2018 and 2019 tax years and an increase in the valuation allowance.

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

Restructuring and Acquisition-Related Costs

The Company has incurred restructuring, transaction and integration costs related to acquisitions, along with restructuring costs in connection with its global cost reduction and productivity initiatives. These costs are recorded within Corporate, Other and Eliminations. Please refer to Notes 7 and 9 of the Consolidated Financial Statements for further information on the nature of these costs.

The following table presents the impact and respective location of these income (expense) items on the Consolidated Statements of Earnings (Loss) (in millions):


		Three Months Ended September 30,				Nine Months Ended September 30,
	Location	2021		2020		2021		2020
Restructuring costs	Cost of sales	$	(6)	$	—	$	(8)	$	(4)
Restructuring costs	Marketing and administrative expenses	—		—		(1)		—
Severance	Other (income) expenses, net	(12)		—		(10)		(5)
Other exit costs	Other (income) expenses, net	—		—		(1)		(1)
Gain on sale of land in India	Other (income) expenses, net	15		—		15		—
Restructuring costs	Non-operating income	(2)		—		(2)		—


Recognition of acquisition inventory fair value step-up	Cost of sales	(1)		—		(1)		—
Total restructuring, acquisition and integration-related costs		$	(6)	$	—	$	(8)	$	(10)

Adjusted Earnings Before Interest and Taxes

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Restructuring costs	$	(20)	$	—	$	(22)	$	(10)
Gain on sale of land in India	15		—		15		—
Gains on sale of certain precious metals	—		7		41		26
Goodwill impairment charge	—		—		—		(944)
Intangible assets impairment charge	—		—		—		(43)

Recognition of acquisition inventory fair value step-up	(1)		—		(1)		—


Total adjusting items	$	(6)	$	7	$	33	$	(971)

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

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


	Three Months Ended September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
NET EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING	$	260	$	206	$	768	$	(615)
Net loss attributable to noncontrolling interests	(1)		—		(1)		—
NET EARNINGS (LOSS)	259		206		767		(615)
Equity in net (loss) earnings of affiliates	(1)		1		—		1
Income tax expense	94		56		250		119
EARNINGS (LOSS) BEFORE TAXES	354		261		1,017		(497)
Interest expense, net	31		35		97		98
Loss on extinguishment of debt	9		—		9		—
EARNINGS (LOSS) BEFORE INTEREST AND TAXES	394		296		1,123		(399)
Adjusting items from above	(6)		7		33		(971)
ADJUSTED EBIT	$	400	$	289	$	1,090	$	572

Segment Results

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

Composites

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net sales	$	591		$	521		$	1,733		$	1,413
% change from prior year	13		%	-2		%	23		%	-11		%
EBIT	$	101		$	55		$	278		$	105
EBIT as a % of net sales	17		%	11		%	16		%	7		%
Depreciation and amortization expense	$	42		$	40		$	119		$	117

NET SALES

In our Composites segment, net sales in the third quarter of 2021 increased $70 million compared to the same period in 2020. Favorable customer mix and $35 million of higher selling prices drove the increase. The impact of slightly lower volumes of 4% was largely offset by the acquisition of vliepa and the favorable impact of translating sales denominated in foreign currencies into United States dollars.

For the year-to-date 2021, net sales in our Composites segment increased $320 million compared to the same period in 2020. The increase was primarily driven by higher sales volumes of approximately 10%. The remaining variance was driven by favorable customer and product mix, higher selling prices of $60 million and $34 million from the favorable impact of translating sales denominated in foreign currencies into United States dollars.

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

EBIT

In our Composites segment, EBIT in the third quarter of 2021 increased $46 million compared to the same period in 2020. Higher selling prices of $35 million more than offset $23 million of input cost inflation and $9 million in higher transportation costs. The favorable comparison quarter-over-quarter to curtailment costs in 2020 contributed to $29 million of the improvement. The remaining variance was driven by favorable customer mix.

For the year-to-date 2021, EBIT in our Composites segment increased $173 million compared to the same period in 2020. Higher selling prices of $60 million offset $39 million of input cost inflation and $19 million of higher transportation costs. The benefit from lower curtailment costs in 2021 compared to 2020 of $66 million and higher sales volumes contributed to the increase. The remaining variance was driven about equally by favorable customer mix and the favorable impact of improved manufacturing performance year-over-year.

OUTLOOK

Global glass reinforcements market demand has historically been correlated with global industrial production, and we believe this relationship will continue. The Company expects continued strength in global industrial production for the remainder of 2021. Uncertainties that may impact our Composites financial results include the cost of input materials and the potential for continuing supply chain challenges.

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 September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net sales	$	815		$	681		$	2,321		$	1,879
% change from prior year	20		%	-2		%	24		%	-3		%
EBIT	$	124		$	73		$	318		$	144
EBIT as a % of net sales	15		%	11		%	14		%	8		%
Depreciation and amortization expense	$	52		$	51		$	156		$	149

NET SALES

In our Insulation segment, net sales in the third quarter of 2021 increased $134 million compared to the same period in 2020. The increase was due to higher selling prices of $65 million, higher sales volumes of about 8% and favorable customer mix. The remaining variance was driven by the favorable impact of translating sales denominated in foreign currencies into United States dollars of $11 million.

For the year-to-date 2021, net sales in our Insulation segment increased $442 million compared to the same period in 2020. The majority of the increase was due to higher sales volumes of about 15% and higher selling prices of $113 million. The $66 million favorable impact of translating sales denominated in foreign currencies into United States dollars was slightly offset by unfavorable product mix.

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

EBIT

In our Insulation segment, EBIT in the third quarter of 2021 increased $51 million compared to the same period in 2020. Higher selling prices of $65 million more than offset $37 million of input cost inflation and $10 million in higher transportation costs. The remaining improvement was driven by the $18 million benefit of fixed cost absorption on higher production volumes and the impact of higher sales volumes.

For the year-to-date 2021, EBIT in our Insulation segment increased $174 million compared to the same period in 2020. Higher selling prices of $113 million more than offset $67 million of input cost inflation and $32 million in higher transportation costs. The remaining improvement was driven by the impact of higher sales volumes, the $67 million benefit of fixed cost absorption on higher production volumes and $15 million of favorable manufacturing performance.

OUTLOOK

The outlook for Insulation demand is driven by North American new residential construction, remodeling and repair activity, as well as commercial and industrial construction activity in the United States, Canada, Europe and Asia-Pacific. Demand in commercial and industrial insulation markets is most closely correlated to industrial production growth and overall economic activity in the global markets we serve. Demand for residential insulation is most closely correlated to lagged U.S. housing starts.

During the third quarter of 2021, the average Seasonally Adjusted Annual Rate (SAAR) of U.S. housing starts was approximately 1.566 million, up from an annual average of approximately 1.430 million starts in the third quarter of 2020. The Company expects continued strength in the SAAR of U.S. housing starts for the remainder of 2021. Uncertainties that may impact our Insulation financial results include the cost of input materials and the potential for continuing supply chain challenges.

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 September 30,						Nine Months Ended September 30,
	2021			2020			2021			2020
Net sales	$	869		$	761		$	2,497		$	1,993
% change from prior year	14		%	7		%	25		%	-5		%
EBIT	$	212		$	196		$	602		$	408
EBIT as a % of net sales	24		%	26		%	24		%	20		%
Depreciation and amortization expense	$	15		$	15		$	44		$	44

NET SALES

In our Roofing segment, net sales in the third quarter of 2021 increased $108 million compared to the same period in 2020. The increase was driven by higher selling prices of $114 million. Slightly higher sales volumes of 2% were more than offset by unfavorable product mix.

For the year-to-date 2021, net sales in our Roofing segment increased $504 million compared to the same period in 2020. The increase was primarily driven by higher sales volumes of 14% and higher selling prices of $239 million, slightly offset by unfavorable product and customer mix.

EBIT

In our Roofing segment, EBIT in the third quarter of 2021 increased $16 million compared to the same period in 2020. Higher selling prices of $114 million more than offset input cost inflation, primarily asphalt and other petroleum-based products, of $70 million and $13 million of higher transportation costs. Unfavorable customer and product mix more than offset the impact of slightly higher sales volumes.

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

For the year-to-date 2021, EBIT in our Roofing segment increased $194 million compared to the same period in 2020. Higher selling prices of $239 million more than offset input cost inflation, primarily asphalt and other petroleum-based products, of $115 million and $37 million of higher transportation costs. The impact of higher sales volumes and favorable manufacturing performance were partially offset by unfavorable customer and product mix.

OUTLOOK

In our Roofing segment, we expect the factors that have driven strong margins in recent years, such as growth from remodeling demand, to continue to deliver profitability. Uncertainties that may impact our Roofing margins include demand from storm and other weather events, demand from new construction, competitive pricing pressure, the cost of input materials and the potential for continuing supply chain challenges.

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 September 30,				Nine Months Ended September 30,
	2021		2020		2021		2020
Restructuring costs	$	(20)	$	—	$	(22)	$	(10)
Gain on sale of land in India	15		—		15		—
Gains on sale of certain precious metals	—		7		41		26
Goodwill impairment charge	—		—		—		(944)
Intangible assets impairment charge	—		—		—		(43)

Recognition of acquisition inventory fair value step-up	(1)		—		(1)		—


General corporate expense and other	(37)		(35)		(108)		(85)
EBIT	$	(43)	$	(28)	$	(75)	$	(1,056)
Depreciation and amortization	$	20	$	14	$	51	$	42

EBIT

In Corporate, Other and Eliminations, EBIT expenses for the third quarter of 2021 were higher by $15 million compared to the same period in 2020. For the year-to-date 2021, EBIT expenses in Corporate, Other and Eliminations were lower by $981 million primarily driven by the favorable comparison year-over-year to the goodwill impairment charge of $944 million and intangible asset charges of $43 million recorded in the first quarter of 2020. Additional details of these charges are further explained in Note 5 of the Consolidated Financial Statements. The remaining difference was driven by $15 million of higher gains on sale of certain precious metals.

General corporate expense and other for the third quarter and year-to-date 2021 were higher by $2 million and $23 million compared to the same periods in 2020, driven primarily by higher performance-based compensation associated with an improved outlook for 2021 and higher general corporate expenses as business activities return to a more typical, post-pandemic level.

OUTLOOK

In 2021, we estimate general corporate expenses to be in the range of $150 million and $155 million.

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

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Liquidity

The Company's primary external sources of liquidity are its Senior Revolving Credit Facility and its Receivables Securitization Facility (each as defined below).

The Company has an $800 million senior revolving credit facility (the "Senior Revolving Credit Facility") that has been amended from time to time. In July 2021, the Senior Revolving Credit Facility was amended to extend the maturity date to July 2026.

The Company has a $280 million receivables securitization facility (the "Receivables Securitization Facility") that has been amended from time to time. In April 2021, the Receivables Securitization Facility was amended to extend the maturity date to April 2024.

The following table shows how the Company utilized its primary sources of liquidity (in millions):


	Balance at September 30, 2021
	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

On August 19, 2021, the Company issued a make-whole call to repay the remaining portion of its outstanding 2022 senior notes, and the redemption was completed in the third quarter of 2021. The Company recognized approximately $9 million of loss on extinguishment of debt in the third quarter of 2021 associated with these actions.

The Company issued $300 million of 2030 senior notes on May 12, 2020 subject to $3 million of discounts and issuance costs. 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 Receivables Securitization Facility and Senior Revolving Credit Facility mature in 2024 and 2026, respectively. The Company has no significant debt maturities of senior notes before the fourth quarter of 2024. As of September 30, 2021, the Company had $3.0 billion of total debt and cash and cash equivalents of $920 million.

Cash and cash equivalents held by foreign subsidiaries may be subject to foreign withholding taxes upon repatriation to the U.S. As of September 30, 2021, and December 31, 2020, the Company had $159 million and $71 million, respectively, in cash and cash equivalents in certain of our foreign subsidiaries. The Company continues to assert indefinite reinvestment in accordance with ASC 740 based on the laws as of enactment of the tax legislation commonly known as the U.S. Tax Cuts and Jobs Act of 2017.

As a holding company, we have no operations of our own and most of our assets are held by our direct and indirect subsidiaries. Dividends and other payments or distributions from our subsidiaries will be used to meet our debt service and other obligations and to enable us to pay dividends to our stockholders. Please refer to page 15 of the Risk Factors disclosed in Item 1A of the Company's Form 10-K for the year ended December 31, 2020 (the "2020 Form 10-K") for details on the factors that could inhibit our subsidiaries' ability to pay dividends or make other distributions to the parent company.

Our anticipated uses of cash include capital expenditures, working capital needs, share repurchases, meeting financial obligations, payments of any dividends authorized by our Board of Directors, acquisitions, restructuring actions and pension contributions. We expect that our cash on hand, coupled with future cash flows from operations and other available sources of liquidity, including our Senior Revolving Credit Facility and our Receivables Securitization Facility, will provide ample liquidity to enable us to meet our cash requirements.

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

The agreements governing our Senior Revolving Credit Facility and Receivables Securitization Facility contain various covenants that we believe are usual and customary. These covenants include a maximum allowed leverage ratio. We were in compliance with these covenants as of September 30, 2021. In July 2021, the Senior Revolving Credit Facility was amended to eliminate the minimum required interest expense coverage ratio covenant.

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. One of our 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 Senior Revolving Credit Facility.

The payables associated with suppliers choosing to voluntarily participate in the Programs were presented as accounts payable within Total current liabilities on the Consolidated Balance Sheets, and totaled $215 million and $170 million as of September 30, 2021 and December 31, 2020, respectively. The amounts paid that are associated with suppliers once they chose to voluntarily participate in the Programs for the nine months ended September 30, 2021 and 2020 were $373 million, and $277 million, respectively, with all activity related to the obligations presented within operating activities on the Consolidated Statements of Cash Flows.

The desire of suppliers and financial institutions to participate in the Programs could be negatively impacted by, among other factors, the availability of capital committed by the participating financial institutions, the cost and availability of our suppliers’ capital, a credit rating downgrade or deteriorating financial performance of the Company or its participating subsidiaries, or other changes in financial markets beyond our control. We do not expect these risks, or potential long-term growth of our programs, to materially affect our overall financial condition, as we expect a significant portion of our payments to continue to be made outside of the Programs. Accordingly, we do not believe the programs have materially impacted our current period liquidity, and do not believe that the programs are reasonably likely to materially affect liquidity in the future.

Cash Flows

The following table presents a summary of our cash balance, cash flows, and availability on credit facilities (in millions):


	Nine Months Ended September 30,
		2021		2020
Cash and cash equivalents		$	920	$	647
Net cash flow provided by operating activities		$	1,168	$	717
Net cash flow used for investing activities		$	(242)	$	(104)
Net cash flow used for financing activities		$	(716)	$	(106)
Availability on the Senior Revolving Credit Facility		$	796	$	796
Availability on the Receivables Securitization Facility		$	279	$	279

Cash and cash equivalents: Cash and cash equivalents as of September 30, 2021 increased $273 million compared to September 30, 2020 primarily due to higher cash flow provided by operating activities.

Operating activities: For the nine months ended September 30, 2021, the Company's operating activities provided $1,168 million of cash compared to $717 million provided in the same period in 2020. The change in cash provided by operating activities was due to higher earnings compared to the same period in 2020.

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

Investing activities: Net cash flow used for investing activities increased $138 million for the nine months ended September 30, 2021 compared to the same period of 2020, primarily driven by cash outflows from derivative settlements, higher spending on acquisitions, and higher cash paid for property, plant and equipment.

Financing activities: Net cash used for financing activities was $716 million for the nine months ended September 30, 2021, compared to net cash used for financing activities of $106 million in the same period in 2020. The change was primarily due to higher purchases of treasury stock and repayment of the remaining portion of outstanding 2022 senior notes.

2021 Investments

Capital Expenditures: The Company will continue a balanced approach to the use of its cash flows. Operational cash flow will be used to fund the Company’s growth and innovation. Capital expenditures in 2021 are expected to be approximately $460 million.

Tax Net Operating Losses and U.S. Foreign Tax Credits

There have been no material changes to the disclosure in our 2020 Form 10-K.

Pension Contributions

Please refer to Note 11 of the Consolidated Financial Statements. The Company expects to contribute $25 million in cash to its global pension plans during 2021. Actual contributions to the plans may change as a result of several factors, including changes in laws that impact funding requirements. The ultimate cash flow impact to the Company, if any, of the pension plan liability and the timing of any such impact will depend on numerous variables, including future changes in actuarial assumptions, legislative changes to pension funding laws, and market conditions.

Derivatives

Please refer to Note 4 of the Consolidated Financial Statements.

Fair Value Measurement

Please refer to Notes 4 and 10 of the Consolidated Financial Statements.

Contractual Obligations

In the normal course of business, we enter into contractual obligations to make payments to third parties. During the nine months ended September 30, 2021, there were no material changes to such contractual obligations outside the ordinary course of our business.

SAFETY

Working safely is a condition of employment at Owens Corning. We believe this organization-wide expectation provides for a safer work environment for employees, improves our manufacturing processes, reduces our costs and enhances our reputation. Furthermore, striving to be a world-class leader in safety provides a platform for all employees to understand and apply the resolve necessary to be a high-performing global organization. We measure our progress on safety based on Recordable Incidence Rate (“RIR”) as defined by the United States Department of Labor, Bureau of Labor Statistics. For the three months ended September 30, 2021, our RIR was 0.64 as compared to 0.75 in the same period a year ago. For the nine months ended September 30, 2021, our RIR was 0.61 as compared to 0.70 in the same period a year ago.

ACCOUNTING PRONOUNCEMENTS

Please refer to Note 1 of the Consolidated Financial Statements.

ENVIRONMENTAL MATTERS

Please refer to Note 12 of the Consolidated Financial Statements.

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

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Our disclosures and analysis in this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements present our current forecasts and estimates of future events. These statements do not strictly relate to historical or current results and can be identified by words such as “anticipate,” "appear," "assume," “believe,” “estimate,” “expect,” "forecast," “intend,” “likely,” “may,” “plan,” “project,” "seek," "should," “strategy,” "will" and other terms of similar meaning or import in connection with any discussion of future operating, financial or other performance. These forward-looking statements are subject to risks, uncertainties and other factors and actual results may differ materially from those 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 and commercial or industrial construction activity;

•levels of global industrial production;

•availability and cost of energy and raw materials;

•issues related to acquisitions, divestitures and joint ventures or expansions;

•competitive and pricing factors;

•demand for our products;

•relationships with key customers and customer concentration in certain areas;

•legislation and related regulations or interpretations, in the United States or elsewhere;

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

•domestic and international economic and political conditions, policies or other governmental actions;

•climate change, weather conditions and storm activity;

•uninsured losses, including those from natural disasters, catastrophes, pandemics, theft or sabotage;

•environmental, product-related or other legal and regulatory liabilities, proceedings or, 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; and

•defined benefit plan funding obligations.

All forward-looking statements in this report should be considered in the context of the risks and other factors described herein, and in Item 1A - Risk factors in Part I of our 2020 Form 10-K. Users of this report should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. Any forward-looking statements speak only as of the date the statement is made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities laws. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results may differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this report are cautioned not to place undue reliance on the forward-looking statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in our exposure to market risk during the nine months ended September 30, 2021. Please refer to "Quantitative and Qualitative Disclosures about Market Risk" contained in Part II, Item 7A of our 2020 Form 10-K for a discussion of our exposure to market risk.

ITEM 4. CONTROLS AND PROCEDURES

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

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

There has been no change in the Company's internal control over financial reporting during the quarter ended September 30, 2021 that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II

ITEM 1. LEGAL PROCEEDINGS

Information required by this item is incorporated by reference to Note 12 of the Consolidated Financial Statements, Contingent Liabilities and Other Matters.

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors disclosed in Item 1A of the Company’s 2020 Form 10-K.

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

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

None.

Issuer Purchases of Equity Securities

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


Period	Total Number of Shares (or Units) Purchased		Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs**	Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs**
July 1-31, 2021	209,313		$	98.03	200,000	6,390,255
August 1-31, 2021	650,000		95.34		650,000	5,740,255
September 1-30, 2021	853,827		92.85		850,000	4,890,255
Total	1,713,140	*	$	94.43	1,700,000	4,890,255

* The Company retained an aggregate of 13,140 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted shares granted to our employees.

** On December 3, 2020, the Board of Directors approved a share buy-back program under which the Company is authorized to repurchase up to 10 million shares of the Company’s outstanding common stock (the “Repurchase Authorization”). The Repurchase Authorization enables the Company to repurchase shares through the open market, privately negotiated transactions, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and is at the Company’s discretion. The Company repurchased 1.7 million shares of its common stock for $160 million during the three months ended September 30, 2021 under the Repurchase Authorization. As of September 30, 2021, 4.9 million shares remain available for repurchase under the Repurchase Authorization.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS


Exhibit Number			Description





























3.1			Third Amended and Restated Bylaws of Owens Corning (as adopted on July 28, 2021) (incorporated by reference to Exhibit 3.1 to Owens Corning's Quarterly Report on Form 10-Q (File No. 1-33100) for the quarter ended June 30, 2021).

10.1			Amended and Restated Credit Agreement dated as of July 23, 2021, by and among Owens Corning, as borrower, the lenders signatory thereto and Wells Fargo Bank, National Association, as administrative agent (filed herewith).

31.1			Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).

31.2			Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).

32.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).

32.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).

101			The following materials from the Quarterly Report on Form 10-Q for Owens Corning for the period ended September 30, 2021, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Earnings (Loss), (ii) Consolidated Statements of Comprehensive Earnings (Loss); (iii) Consolidated Balance Sheets (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, (vi) related notes to these financial statements and (vii) document and entity information.












104			The cover page from this Quarterly Report on Form 10-Q, formatted as Inline XBRL.

Owens Corning agrees to furnish to the U.S. Securities and Exchange Commission, upon request, copies of all instruments defining the rights of holders of long-term debt of Owens Corning where the total amount of securities authorized under each issue does not exceed 10% of the total assets of Owens Corning and its subsidiaries on a consolidated basis.

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SIGNATURES

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

OWENS CORNING

Registrant

Date:

October 27, 2021

By:

/s/ Kenneth S. Parks

Kenneth S. Parks

Chief Financial Officer

Date:

October 27, 2021

By:

/s/ Kelly J. Schmidt

Kelly J. Schmidt

Vice President and

Controller