UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 20, 2014
Owens Corning
(Exact name of registrant as specified in its charter)
Commission File Number: 1-33100
Delaware | 43-2109021 | |
(State or other jurisdiction of incorporation) |
(IRS Employer Identification No.) |
One Owens Corning Parkway
Toledo, OH 43659
(Address of principal executive offices, including zip code)
419-248-8000
(Registrants telephone number, including area code)
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01. Regulation FD Disclosure.
On June 20, 2014, Owens Corning issued a press release updating its 2014 earnings expectations and lowering its 2014 outlook due to continued volume weakness in its Roofing business. A copy of the press release is attached hereto as Exhibit 99.1.
The information in Item 7.01 of this Current Report is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information in Item 7.01 of this Current Report shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.99.1
Press Release dated June 20, 2014
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Owens Corning | ||||
Date: June 20, 2014 | By: | /s/ John W. Christy | ||
John W. Christy | ||||
Senior Vice President, General Counsel and Secretary |
Exhibit 99.1
Media Inquiries: | Investor Inquiries: | |||||
Matt Schroder | Thierry Denis | |||||
419.248.8987 | 419.248.5748 |
Owens Corning Updates 2014 Earnings Expectations;
Lowers 2014 Outlook Due to Continued Volume Weakness in its Roofing Business
TOLEDO, OH June 20, 2014 Owens Corning (NYSE: OC) today lowered its 2014 full-year earnings outlook due to continued volume weakness in its roofing business.
In its first-quarter 2014 earnings release, the company stated that it expected to deliver $500 million in adjusted EBIT for full-year 2014 and noted that first-quarter volume weakness in its roofing business added risk to the companys financial outlook.
The weakness in roofing volumes experienced in the first quarter continued through April and May, and the company now estimates that roofing volumes for the first half of 2014 may be as much as 20 percent lower than first-half 2013 volumes. The company expects to recover a portion of this volume shortfall in the second half of the year. However, continued weakness in the second quarter has introduced further uncertainty in the full-year financial outlook for the companys roofing business.
The company continues to see improvement in the year-over-year performance of both its insulation and composites businesses. Earnings growth in these two businesses is expected to more than offset the weaker financial performance in the roofing business year over year.
The company now expects to deliver full-year 2014 adjusted EBIT that will be greater than the prior year result of $416 million.
Owens Corning second-quarter 2014 results will be announced on July 23, 2014, prior to the opening of the New York Stock Exchange. A conference call to discuss the companys earnings will be held at 11 a.m. (ET) on the same day.
About Owens Corning
Owens Corning (NYSE: OC) is a leading global producer of residential and commercial building materials, glass-fiber reinforcements and engineered materials for composite systems. A Fortune® 500 company for 60 consecutive years and in business for more than 75 years, Owens Corning is a market-leading innovator of glass-fiber technology with sales of $5.3 billion in 2013 and about 15,000 employees in 27 countries. Additional information is available at www.owenscorning.com.
Cautionary Statement
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements are subject to risks, uncertainties and other factors that may cause actual results to differ materially from those projected in these statements. Such factors include, without limitation: economic and political conditions, including; levels of residential and commercial construction activity; competitive factors; levels of global industrial production; relationships with key customers; difficulties in managing production capacity; industry and economic conditions that affect the market and operating conditions of our customers, suppliers or lenders; availability and cost of credit; our level of indebtedness; weather conditions; pricing factors; availability and cost of energy and raw materials; issues involving implementation of new business systems; new legislation or other governmental actions; our ability to use our net operating loss carry-forwards; research and development activities; foreign exchange fluctuations; interest rate movements; labor disputes; issues related to acquisitions, divestitures and joint ventures; uninsured losses; achievement of expected synergies, cost reductions and/or productivity improvements; defined benefit plan funding obligations; and, factors detailed from time to time in the companys Securities and Exchange Commission filings. The information in this news release speaks as of June 20, 2014, and is subject to change. The company does not undertake any obligation to update or revise forward-looking statements beyond what is required by federal securities laws. Any distribution of this news release after that date is not intended and should not be construed as updating or confirming such information.
Non-GAAP measure
This news release makes reference to adjusted EBIT, a non-GAAP measure. Adjusted EBIT is earnings before interest, taxes and other items that management does not allocate to segment results because it believes they are not a result of the companys current operations. Management uses this non-GAAP measure for various purposes, including reporting results of operations to the Board of Directors, analysis of performance and related employee compensation measures. A reconciliation of 2013 adjusted EBIT to the most directly comparable financial measures calculated and presented in accordance with GAAP may be found in the earnings news release dated February 12, 2014.
Owens Corning Investor Relations News