DE | 1-33100 | 43-2109021 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
One Owens Corning Parkway Toledo, OH | 43659 |
(Address of principal executive offices) | (Zip Code) |
o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition |
Item 9.01 | Financial Statements and Exhibits |
Exhibit No. | Description |
99.1 | Press Release, dated April 26, 2017 |
Owens Corning | ||
April 26, 2017 | By: | /s/ Ava Harter |
Ava Harter | ||
Senior Vice President, General Counsel and Secretary |
Exhibit No. | Description |
99.1 | Press Release, dated April 26, 2017 |
Media Inquiries: | Investor Inquiries: | |||
Chuck Hartlage | Thierry Denis | |||
419.248.5395 | 419.248.5748 |
• | Company grew adjusted EBIT by 45% |
• | Roofing produced EBIT of $125 million, with EBIT margins of 20% |
• | Composites delivered record first-quarter EBIT of $71 million, with EBIT margins of 14% |
• | Insulation resumed revenue growth and generated EBIT of $5 million |
• | Owens Corning sustained a high level of safety performance in first-quarter 2017, with a recordable incident rate of 0.49, compared with 0.55 in first-quarter 2016, representing an 11% reduction. |
• | Reported earnings before interest and taxes (EBIT) for first-quarter 2017 were $170 million, compared with $116 million during the same period in 2016. Adjusted EBIT in first-quarter 2017 was $171 million, up from $118 million in 2016 (See Table 2). |
• | During first-quarter 2017, Owens Corning repurchased 1.0 million shares of its common stock for $60 million. As of the end of the quarter, 8.8 million shares were available for repurchase under the current authorization. |
• | The company continues to expect an environment consistent with consensus expectations for U.S. housing starts and moderate global industrial production growth. |
• | In Roofing, the company expects continued growth in new construction and reroof demand in 2017. This growth is not expected to offset anticipated declines in the storm markets, particularly Texas. First-quarter shipments were influenced by the timing of a March price increase. Despite strong first-quarter growth in volume, the company expects flat volumes in the first half of the year. |
• | In Composites, the company expects continued growth in the glass fiber market, driven by moderate global industrial production growth. The company anticipates a third consecutive year of record EBIT, with growth of about $25 million primarily from improved operating performance. Continued strong volume performance could provide some improvement to this outlook. |
• | In Insulation, the business returned to revenue growth in the quarter, benefiting from continued recovery in the U.S. residential market. The company continues to expect to deliver revenue growth of about $100 million, with EBIT of $160 million or more. |
• | The company estimates an effective tax rate of 32 percent to 34 percent, and a cash tax rate of 10 percent to 12 percent on adjusted pre-tax earnings, due to the company’s $1.8 billion U.S. tax net operating loss carryforward. |
• | The company continues to expect general corporate expenses to be between $120 million and $130 million in 2017. Capital additions in 2017 are expected to total approximately $375 million. Interest expense is expected to be about $110 million. |
Three Months Ended March 31, | ||||||
2017 | 2016 | |||||
NET SALES | $ | 1,478 | $ | 1,231 | ||
COST OF SALES | 1,135 | 959 | ||||
Gross margin | 343 | 272 | ||||
OPERATING EXPENSES | ||||||
Marketing and administrative expenses | 142 | 134 | ||||
Science and technology expenses | 21 | 19 | ||||
Other expenses, net | 10 | 3 | ||||
Total operating expenses | 173 | 156 | ||||
EARNINGS BEFORE INTEREST AND TAXES | 170 | 116 | ||||
Interest expense, net | 26 | 23 | ||||
EARNINGS BEFORE TAXES | 144 | 93 | ||||
Income tax expense | 43 | 34 | ||||
NET EARNINGS | 101 | 59 | ||||
Net earnings attributable to noncontrolling interests | — | 2 | ||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING | $ | 101 | $ | 57 | ||
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS | ||||||
Basic | $ | 0.90 | $ | 0.49 | ||
Diluted | $ | 0.89 | $ | 0.49 | ||
Dividend | $ | 0.20 | $ | 0.18 | ||
WEIGHTED AVERAGE COMMON SHARES | ||||||
Basic | 112.3 | 115.5 | ||||
Diluted | 113.5 | 116.5 |
Three Months Ended March 31, | ||||||
2017 | 2016 | |||||
Acquisition-related costs | $ | (1 | ) | $ | (2 | ) |
Total adjusting items | $ | (1 | ) | $ | (2 | ) |
Three Months Ended March 31, | ||||||
2017 | 2016 | |||||
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING | $ | 101 | $ | 57 | ||
Less: Net earnings attributable to noncontrolling interests | — | 2 | ||||
NET EARNINGS | 101 | 59 | ||||
Income tax expense | 43 | 34 | ||||
EARNINGS BEFORE TAXES | 144 | 93 | ||||
Interest expense, net | 26 | 23 | ||||
EARNINGS BEFORE INTEREST AND TAXES | 170 | 116 | ||||
Adjusting items from above | (1 | ) | (2 | ) | ||
ADJUSTED EBIT | $ | 171 | $ | 118 |
Three Months Ended March 31, | ||||||
2017 | 2016 | |||||
RECONCILIATION TO ADJUSTED EARNINGS | ||||||
Net earnings attributable to Owens Corning | $ | 101 | $ | 57 | ||
Adjustment to remove adjusting items (a) | 1 | 2 | ||||
Adjustment to remove tax benefit on adjusting items (b) | — | (1 | ) | |||
Adjustment to tax expense to reflect pro forma tax rate (c) | (5 | ) | 4 | |||
ADJUSTED EARNINGS | $ | 97 | $ | 62 | ||
RECONCILIATION TO ADJUSTED DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS | ||||||
DILUTED EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS | $ | 0.89 | $ | 0.49 | ||
Adjustment to remove adjusting items (a) | 0.01 | 0.02 | ||||
Adjustment to remove tax benefit on adjusting items (b) | — | (0.01 | ) | |||
Adjustment to tax expense to reflect pro forma tax rate (c) | (0.05 | ) | 0.03 | |||
ADJUSTED DILUTED EARNINGS PER SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS | $ | 0.85 | $ | 0.53 | ||
RECONCILIATION TO DILUTED SHARES OUTSTANDING | ||||||
Weighted-average number of shares outstanding used for basic earnings per share | 112.3 | 115.5 | ||||
Non-vested restricted and performance shares | 0.9 | 0.6 | ||||
Options to purchase common stock | 0.3 | 0.4 | ||||
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share | 113.5 | 116.5 |
(a) | Please refer to Table 2 "EBIT Reconciliation Schedules" for additional information on adjusting items. |
(b) | The tax impact of adjusting items is based on our expected tax accounting treatment and rate for the jurisdiction of each adjusting item. |
(c) | To compute adjusted earnings, we apply a full year pro forma effective tax rate to each quarter presented. For 2017, we have used a full year pro forma effective tax rate of 33%, which is the mid-point of our 2017 effective tax rate guidance of 32% to 34%. For comparability, in 2016, we have used an effective tax rate of 33%, which was our 2016 effective tax rate excluding the reversal of a valuation allowance against certain European net deferred tax assets. |
ASSETS | March 31, 2017 | December 31, 2016 | ||||
CURRENT ASSETS | ||||||
Cash and cash equivalents | $ | 101 | $ | 112 | ||
Receivables, less allowances of $12 at March 31, 2017 and $9 at December 31, 2016 | 918 | 678 | ||||
Inventories | 726 | 710 | ||||
Assets held for sale | 12 | 12 | ||||
Other current assets | 76 | 74 | ||||
Total current assets | 1,833 | 1,586 | ||||
Property, plant and equipment, net | 3,117 | 3,112 | ||||
Goodwill | 1,337 | 1,336 | ||||
Intangible assets, net | 1,133 | 1,138 | ||||
Deferred income taxes | 349 | 375 | ||||
Other non-current assets | 197 | 194 | ||||
TOTAL ASSETS | $ | 7,966 | $ | 7,741 | ||
LIABILITIES AND EQUITY | ||||||
CURRENT LIABILITIES | ||||||
Accounts payable and accrued liabilities | $ | 972 | $ | 960 | ||
Long-term debt – current portion | 3 | 3 | ||||
Total current liabilities | 975 | 963 | ||||
Long-term debt, net of current portion | 2,256 | 2,099 | ||||
Pension plan liability | 360 | 367 | ||||
Other employee benefits liability | 222 | 221 | ||||
Deferred income taxes | 36 | 36 | ||||
Other liabilities | 171 | 164 | ||||
Redeemable equity | — | 2 | ||||
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 | 3,979 | 3,984 | ||||
Accumulated earnings | 1,455 | 1,377 | ||||
Accumulated other comprehensive deficit | (676 | ) | (710 | ) | ||
Cost of common stock in treasury (c) | (854 | ) | (803 | ) | ||
Total Owens Corning stockholders’ equity | 3,905 | 3,849 | ||||
Noncontrolling interests | 41 | 40 | ||||
Total equity | 3,946 | 3,889 | ||||
TOTAL LIABILITIES AND EQUITY | $ | 7,966 | $ | 7,741 |
Three Months Ended March 31, | ||||||
2017 | 2016 | |||||
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES | ||||||
Net earnings | $ | 101 | $ | 59 | ||
Adjustments to reconcile net earnings to cash provided by operating activities: | ||||||
Depreciation and amortization | 84 | 76 | ||||
Deferred income taxes | 27 | 28 | ||||
Provision for pension and other employee benefits liabilities | 2 | 4 | ||||
Stock-based compensation expense | 10 | 8 | ||||
Other non-cash | 6 | (1 | ) | |||
Changes in operating assets and liabilities | (204 | ) | (82 | ) | ||
Pension fund contribution | (6 | ) | (7 | ) | ||
Payments for other employee benefits liabilities | (8 | ) | (5 | ) | ||
Other | (5 | ) | (17 | ) | ||
Net cash flow provided by operating activities | 7 | 63 | ||||
NET CASH FLOW USED FOR INVESTING ACTIVITIES | ||||||
Cash paid for property, plant and equipment | (67 | ) | (98 | ) | ||
Net cash flow used for investing activities | (67 | ) | (98 | ) | ||
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES | ||||||
Proceeds from senior revolving credit and receivables securitization facilities | 194 | 150 | ||||
Payments on senior revolving credit and receivables securitization facilities | (37 | ) | (71 | ) | ||
Net decrease in short-term debt | — | (3 | ) | |||
Dividends paid | (45 | ) | (40 | ) | ||
Purchases of treasury stock | (72 | ) | (43 | ) | ||
Other | 3 | (1 | ) | |||
Net cash flow provided by (used for) financing activities | 43 | (8 | ) | |||
Effect of exchange rate changes on cash | 6 | 1 | ||||
Net decrease in cash, cash equivalents and restricted cash | (11 | ) | (42 | ) | ||
Cash, cash equivalents and restricted cash at beginning of period | 118 | 96 | ||||
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | 107 | $ | 54 |
Three Months Ended March 31, | ||||||
2017 | 2016 | |||||
Net sales | $ | 511 | $ | 473 | ||
% change from prior year | 8 | % | — | % | ||
EBIT | $ | 71 | $ | 64 | ||
EBIT as a % of net sales | 14 | % | 14 | % | ||
Depreciation and amortization expense | $ | 36 | $ | 34 |
Three Months Ended March 31, | ||||||
2017 | 2016 | |||||
Net sales | $ | 399 | $ | 385 | ||
% change from prior year | 4 | % | 2 | % | ||
EBIT | $ | 5 | $ | 13 | ||
EBIT as a % of net sales | 1 | % | 3 | % | ||
Depreciation and amortization expense | $ | 26 | $ | 25 |
Three Months Ended March 31, | ||||||
2017 | 2016 | |||||
Net sales | $ | 627 | $ | 429 | ||
% change from prior year | 46 | % | 9 | % | ||
EBIT | $ | 125 | $ | 73 | ||
EBIT as a % of net sales | 20 | % | 17 | % | ||
Depreciation and amortization expense | $ | 12 | $ | 10 |
Three Months Ended March 31, | ||||||
2017 | 2016 | |||||
Acquisition-related costs | $ | (1 | ) | $ | (2 | ) |
General corporate expense and other | (30 | ) | (32 | ) | ||
EBIT | $ | (31 | ) | $ | (34 | ) |
Depreciation and amortization | $ | 10 | $ | 7 |
Three Months Ended March 31, | |||||||
2017 | 2016 | ||||||
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES | $ | 7 | $ | 63 | |||
Less: Cash paid for property, plant and equipment | (67 | ) | (98 | ) | |||
FREE CASH FLOW | $ | (60 | ) | $ | (35 | ) |
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