Owens Corning
For the period ended Dec 31, 2023. Filed Feb 14, 2024.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2023 · Filed Feb 14, 2024
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
5. Goodwill and other intangible assets
-80-
- GOODWILL AND OTHER INTANGIBLE ASSETS
The Company tests goodwill and indefinite-lived intangible assets for impairment as of October 1st each year, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
Goodwill
The changes in the net carrying amount of goodwill by segment are as follows (in millions):
| Roofing | Insulation | Composites | Total | |
|---|---|---|---|---|
| Gross carrying amount at December 31, 2022 | $394 | $1,499 | $425 | $2,318 |
| Acquisitions (see Note 7) | — | — | (1) | (1) |
| Foreign currency translation | 1 | 21 | 1 | 23 |
| Gross carrying amount at December 31, 2023 | 395 | 1,520 | 425 | 2,340 |
| Accumulated impairment losses at December 31, 2022 | — | (935) | — | (935) |
| Foreign currency translation | — | (13) | — | (13) |
| Accumulated impairment losses at December 31, 2023 | — | (948) | — | (948) |
| Balance, net of impairment at December 31, 2023 | $395 | $572 | $425 | $1,392 |
| Roofing | Insulation | Composites | Total | |
|---|---|---|---|---|
| Gross carrying amount at December 31, 2021 | $397 | $1,481 | $75 | $1,953 |
| Acquisitions (see Note 7) | — | 62 | 353 | 415 |
| Foreign currency translation | (3) | (44) | (3) | (50) |
| Gross carrying amount at December 31, 2022 | 394 | 1,499 | 425 | 2,318 |
| Accumulated impairment losses at December 31, 2021 | — | (963) | — | (963) |
| Foreign currency translation | — | 28 | — | 28 |
| Accumulated impairment losses at December 31, 2022 | — | (935) | — | (935) |
| Balance, net of impairment at December 31, 2022 | $394 | $564 | $425 | $1,383 |
The annual tests performed in the fourth quarter of 2023 and 2022 resulted inno impairment of goodwill. The annual 2023 testing indicated that the business enterprise values for the Roofing and Insulation reporting units substantially exceeded their respective carrying values. The business enterprise value of the Composites reporting unit exceeded its carrying value by approximately 5%. There is uncertainty surrounding the macroeconomic factors that impact this reporting unit and a sustained downturn in these factors or a change in the long-term revenue growth or profitability for this reporting unit could increase the likelihood of a future impairment.
-81-
- GOODWILL AND OTHER INTANGIBLE ASSETS (continued)
Other Intangible Assets
Other intangible assets consist of the following (in millions):
| December 31, 2023 | December 31, 2022 | |||||
|---|---|---|---|---|---|---|
| GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount | GrossCarryingAmount | AccumulatedAmortization | NetCarryingAmount | |
| Indefinite-lived trademarks and trade names | $992 | $— | $992 | $989 | $— | $989 |
| Amortizable intangible assets | ||||||
| Customer relationships | 614 | (283) | 331 | 638 | (243) | 395 |
| Technology | 326 | (203) | 123 | 330 | (187) | 143 |
| Trademarks | 12 | (2) | 10 | 12 | — | 12 |
| Other (a) | 74 | (2) | 72 | 66 | (3) | 63 |
| Total other intangible assets | $2,018 | $(490) | $1,528 | $2,035 | $(433) | $1,602 |
(a) Other primarily includes emissions rights.
Indefinite-Lived Intangible Assets
Fair values used in testing for potential impairment of our trademarks and trade names are calculated using the relief-from-royalty method by applying an estimated market value royalty rate to the forecasted revenues of the businesses that utilize those assets. The assumed cash flows from this calculation are discounted at a rate based on a market participant discount rate.
The annual test performed in the fourth quarter of 2023 resulted inno impairment of indefinite-lived intangible assets.
There aretwo indefinite-lived intangible assets that are at an increased risk of impairment, both of which are used by our Insulation segment and were partially impaired in the fourth quarter of 2022. A change in the estimated long-term revenue growth rate or discount rate for the segment could increase the likelihood of a future impairment.
The following table presents the carrying values of these assets as of December 31, 2023 (in millions):
| Trade names and trademarks | December 31, 2023 |
|---|---|
| European building and technical insulation trade name | $90 |
| Global cellular glass insulation trademark | $80 |
All remaining indefinite-lived intangible assets substantially exceeded their carrying values as of December 31, 2023.
The annual tests performed in the fourth quarter of 2022 resulted in impairment offive of the Company's indefinite-lived intangible assets. Based on the results of this testing, the Company recorded pre-tax non-cash impairment charges totaling $96 million in the fourth quarter of 2022. These charges were recorded in Other expense (income), net on the Consolidated Statements of Earnings, and were included in the Corporate, Other and Eliminations reporting category.
These charges included the following within the Insulation segment: a pre-tax impairment charge of $63 million for a trade name used by our European building and technical insulation business due to the effect of a higher discount rate, associated with rising interest rates, and general economic and geopolitical uncertainty within the European markets resulting in a slightly lower profitability outlook; a pre-tax impairment charge of $12 million related to a trademark used on global cellular glass insulation products due to the effect of a higher discount rate, associated with rising interest rates, and general economic and geopolitical uncertainty within the European markets; a pre-tax impairment charge of $8 million for a trademark used on stone wool insulation products sold in the United States due to forecasted profitability of the product line.
-82-
- GOODWILL AND OTHER INTANGIBLE ASSETS (continued)
The remaining $13 million pre-tax impairment charge for trademarks used within the components business in our Roofing segment was due to the effect of a higher discount rate, associated with rising interest rates, and forecasted profitability of a specific product line.
Definite-Lived 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.
Amortization expense for intangible assets for the years ended December 31, 2023, 2022 and 2021 was $94 million, $55 million, and $49 million, respectively. In 2023, amortization expense included $25 million of accelerated amortization related to restructuring actions further explained in Note 12 to the Consolidated Financial Statements.
The estimated amortization expense for intangible assets for the next five years is as follows (in millions):
| Period | Amortization |
|---|---|
| 2024 | $65 |
| 2025 | $58 |
| 2026 | $44 |
| 2027 | $35 |
| 2028 | $34 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.