SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended September 30, 1995
Commission File No. 1-3660
Owens-Corning Fiberglas Corporation
Fiberglas Tower, Toledo, Ohio 43659
Telephone No. (419)248-8000
A Delaware Corporation
I.R.S. Employer Identification No. 34-4323452
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 [ X ] No [ ]
Shares of common stock, par value $.10 per share, outstanding at
October 31, 1995
50,880,397<PAGE>
-2-
<TABLE>
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
Quarter Nine Months
Ended Ended
September 30, September 30,
------------- -------------
1995 1994 1995 1994
---- ---- ---- ----
(In millions of dollars,
except share data)
<S> <C> <C> <C> <C>
NET SALES $ 927 $ 936 $2,648$2,465
COST OF SALES 684 705 1,953 1,872
------ ------ ------------
Gross margin 243 231 695 593
OPERATING EXPENSES
Marketing and administrative
expenses 106 99 322 278
Science and technology expenses 18 18 54 51
Restructuring costs (Note 6) - - - 89
Other (Notes 3, 5, and 12) (3) 6 10 39
------ ------ ------------
Total operating expenses 121 123 386 457
------ ------ ------------
INCOME FROM OPERATIONS 122 108 309 136
Cost of borrowed funds 20 24 69 69
------ ------ ------------
INCOME BEFORE PROVISION FOR INCOME
TAXES 102 84 240 67
Provision for income taxes (Note 9) 35 31 85 34
------ ------ ------------
INCOME BEFORE EQUITY IN NET INCOME
OF AFFILIATES 67 53 155 33
Equity in net income (loss) of
affiliates 3 - 10 (2)
------ ------ ------------
INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGES 70 53 165 31
Cumulative effect of accounting changes
(Notes 7 and 8) - - - 85
------ ------ ------------
NET INCOME $ 70 $ 53 $ 165$ 116
====== ====== ============
</TABLE>
The accompanying notes are an integral part of this statement.<PAGE>
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<TABLE>
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
(Continued)
Quarter Nine Months
Ended Ended
September 30, September 30,
------------- -------------
1995 1994 1995 1994
---- ---- ---- ----
(In millions of dollars,
except share data)
<S> <C> <C> <C> <C>
NET INCOME PER COMMON SHARE
Primary:
Income before cumulative effect
of accounting changes $ 1.35 $ 1.19 $ 3.36$ .71
Cumulative effect of accounting
changes - - - 1.92
------ ------ ------------
Net income per share $ 1.35 $ 1.19 $ 3.36$ 2.63
====== ====== ============
Assuming full dilution:
Income before cumulative effect
of accounting changes $ 1.28 $ 1.09 $ 3.18$ .75
Cumulative effect of accounting
changes - - - 1.70
------ ------ ------------
Net income per share $ 1.28 $ 1.09 $ 3.18$ 2.45
====== ====== ============
Weighted average number of common
shares outstanding and common
equivalent shares during the period
(in millions) (Notes 3, 4, and 5)
Primary 51.4 44.5 49.1 44.1
Assuming full dilution 56.0 50.3 53.4 49.9
</TABLE>
The accompanying notes are an integral part of this statement.<PAGE>
-4-
<TABLE>
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
September 30, December 31,
1995 1994
------------- ------------
ASSETS (In millions of dollars)
<S> <C> <C>
CURRENT
Cash and cash equivalents $ 20 $ 59
Receivables (Note 12) 391 329
Inventories (Note 10) 284 223
Deferred income taxes 158 156
Insurance for asbestos litigation
claims - current portion (Note 13) 125 125
Other current assets 52 38
------ ------
Total current 1,030 930
------ ------
OTHER
Goodwill (Note 4) 201 151
Investments in affiliates 79 74
Deferred income taxes 222 308
Insurance for asbestos litigation
claims (Note 13) 336 556
Other noncurrent assets 189 122
------ ------
Total other 1,027 1,211
------ ------
PLANT AND EQUIPMENT, at cost
Land 53 51
Buildings and leasehold improvements 572 553
Machinery and equipment 2,239 2,172
Construction in progress 173 125
------ ------
3,037 2,901
Less--Accumulated depreciation (1,802) (1,768)
------ ------
Net plant and equipment 1,235 1,133
------ ------
TOTAL ASSETS $3,292 $3,274
====== ======
</TABLE>
The accompanying notes are an integral part of this statement.<PAGE>
-5-
<TABLE>
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Continued)
September 30, December 31,
1995 1994
------------- ------------
(In millions of dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
<S> <C> <C>
CURRENT
Accounts payable and accrued
liabilities $ 527 $ 598
Reserve for asbestos litigation
claims - current portion (Note 13) 300 300
Short-term debt 133 155
Long-term debt - current portion 22 20
Accrued income taxes 33 -
------ ------
Total current 1,015 1,073
------ ------
LONG-TERM DEBT (Note 3) 798 1,037
------ ------
OTHER
Reserve for asbestos litigation
claims (Note 13) 923 1,145
Other employee benefits liability 376 390
Pension plan liability 74 77
Other 207 232
------ ------
Total other 1,580 1,844
------ ------
COMMITMENTS AND CONTINGENCIES (Note 13)
MINORITY INTEREST (Note 5) 194 -
STOCKHOLDERS' EQUITY (Notes 3 and 4)
Preferred stock, no par value; authorized
8,000,000 shares, none outstanding
Common stock, par value $.10 per share;
authorized 100,000,000 shares; issued
50.8 million shares at September 30, 1995,
and 44.2 million shares at December 31, 1994553 348
Deficit (849) (1,012)
Foreign currency translation adjustments 16 (1)
Other (15) (15)
------ ------
Total stockholders' equity (295) (680)
------ ------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$3,292 $3,274
====== ======
</TABLE>
The accompanying notes are an integral part of this statement.<PAGE>
-6-
<TABLE>
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Quarter Nine Months
Ended Ended
September 30, September 30,
------------- -------------
1995 1994 1995 1994
---- ---- ---- ----
(In millions of dollars)
<S> <C> <C> <C> <C>
NET CASH FLOW FROM OPERATIONS
Net income $ 70 $ 53 $ 165$ 116
Reconciliation of net cash provided
by operating activities:
Noncash items:
Cumulative effect of accounting
changes - - - (85)
Provision for depreciation and
amortization 31 30 92 85
Provision for deferred income
taxes 38 23 79 44
Other 3 2 15 7
(Increase) in receivables (Note 12)(28)(24) (46) (104)
(Increase) decrease in inventories32 5 (52) (10)
Increase (decrease) in accounts
payable and accrued liabilities10 - (89) 7
Increase (decrease) in accrued
income taxes 28 7 43 (3)
Other (49) (6) (126) 36
------ ------ ------------
Net cash flow from operations135 90 81 93
------ ------ ------------
NET CASH FLOW FROM INVESTING
Additions to plant and equipment (69) (61) (183) (165)
Investment in subsidiaries, net of
cash acquired (Note 4) (34) (1) (34) (108)
Other - 14 - 16
------ ------ ------------
Net cash flow from investing(103) (48) (217) (257)
------ ------ ------------
</TABLE>
The accompanying notes are an integral part of this statement.<PAGE>
-7-
<TABLE>
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Continued)
Quarter Nine Months
Ended Ended
September 30, September, 30
------------- -------------
1995 1994 1995 1994
---- ---- ---- ----
(In millions of dollars)
<S> <C> <C> <C> <C>
NET CASH FLOW FROM FINANCING (Note 3)
Net additions (reductions) to
long-term credit facilities $ (75)$ (73) $ (5)$ 150
Other additions to long-term debt 5 - 56 -
Other reductions to long-term debt(13) (1) (115) (27)
Net increase (decrease) in
short-term debt (9) 34 (28) 135
Issuance of preferred stock of
subsidiaries, net of fees (Note 5)- - 194 -
Other 3 - (4) 4
------ ------ ------------
Net cash flow from financing (89) (40) 98 262
------ ------ ------------
NET CASH FLOW FROM ASBESTOS-RELATED
ACTIVITIES (Note 13)
Proceeds from insurance for asbestos
litigation claims 140 36 221 64
Payments for asbestos litigation
claims (68) (43) (223) (155)
------ ------ ------------
Net cash flow from asbestos-
related activities 72 (7) (2) (91)
------ ------ ------------
Effect of exchange rate changes on cash(2) - 1 -
Net increase (decrease) in cash
and cash equivalents 13 (5) (39) 7
Cash and cash equivalents at
beginning of period 7 15 59 3
------ ------ ------------
Cash and cash equivalents at end
of period $ 20 $ 10 $ 20$ 10
====== ====== ============
</TABLE>
The accompanying notes are an integral part of this statement.<PAGE>
-8-
<TABLE>
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Quarter Nine Months
Ended Ended
September 30, September 30,
------------- -------------
(1) SEGMENT DATA 1995 1994 1995 1994
---- ---- ---- ----
NET SALES (In millions of dollars)
<S> <C> <C> <C> <C>
Industry Segments
Building Materials
United States $ 548 $ 560 $1,497$1,438
Europe 66 61 193 118
Canada and other 26 39 77 101
------ ------ ------------
Total Building Materials 640 660 1,767 1,657
------ ------ ------------
Composite Materials
United States 141 153 444 465
Europe 111 88 331 250
Canada and other 35 35 106 93
------ ------ ------------
Total Composite Materials 287 276 881 808
------ ------ ------------
Intersegment sales
Building Materials
Composite Materials 25 30 77 80
Eliminations (25) (30) (77) (80)
------ ------ ------------
Net sales $ 927 $ 936 $2,648$2,465
====== ====== ============
Geographic Segments
United States $ 689 $ 713 $1,941$1,903
Europe 177 149 524 368
Canada and other 61 74 183 194
------ ------ ------------
927 936 2,648 2,465
------ ------ ------------
Intersegment sales
United States 14 12 41 31
Europe 4 5 11 20
Canada and other 28 33 73 80
Eliminations (46) (50) (125) (131)
------ ------ ------------
Net sales $ 927 $ 936 $2,648$2,465
====== ====== ============
</TABLE>
During the first quarter of 1994, the Company recorded a $117 million pretax
charge for productivity initiatives and other actions (Note 6). The impact
of this charge was to reduce income from operations for Building Materials
and Composite Materials by $70 million and $22 million, respectively, and to
increase general corporate expense by $25 million. Geographically, income
from operations for Building Materials in the United States and Canada and
other was reduced by $50 million and $20 million, respectively. Income from
operations for Composite Materials in the United States, Europe, and Canada
and other was reduced by $6 million, $13 million, and $3 million,
respectively.<PAGE>
-9-
<TABLE>
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
Quarter Nine Months
Ended Ended
September 30, September 30,
------------- -------------
(1) SEGMENT DATA (Continued) 1995 1994 1995 1994
---- ---- ---- ----
INCOME (LOSS) FROM OPERATIONS (In millions of dollars)
<S> <C> <C> <C> <C>
Industry Segments
Building Materials
United States $ 62 $ 67 $ 150$ 93
Europe 7 10 20 18
Canada and other 5 13 13 4
------ ------ ------------
Total Building Materials 74 90 183 115
------ ------ ------------
Composite Materials
United States 24 31 99 84
Europe 23 - 46 (11)
Canada and other 8 4 17 4
------ ------ ------------
Total Composite Materials 55 35 162 77
------ ------ ------------
General corporate expense (7) (17) (36) (56)
------ ------ ------------
Income from operations 122 108 309 136
Cost of borrowed funds (20) (24) (69) (69)
------ ------ ------------
Income before provision for
income taxes $ 102 $ 84 $ 240$ 67
====== ====== ============
Geographic Segments
United States $ 86 $ 98 $ 249$ 177
Europe 30 10 66 7
Canada and other 13 17 30 8
General corporate expense (7) (17) (36) (56)
------ ------ ------------
Income from operations 122 108 309 136
Cost of borrowed funds (20) (24) (69) (69)
------ ------ ------------
Income before provision for
income taxes $ 102 $ 84 $ 240$ 67
====== ====== ============
</TABLE>
<PAGE>
-10-
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(2) GENERAL
The financial statements included in this Report are condensed and
unaudited, pursuant to certain Rules and Regulations of the Securities and
Exchange Commission, but include, in the opinion of the Company, 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.
In connection with the condensed financial statements and notes included in
this Report, reference is made to the financial statements and notes thereto
contained in the Company's 1994 Annual Report on Form l0-K, as filed with
the Securities and Exchange Commission.
(3) LONG-TERM DEBT AND STOCKHOLDERS' EQUITY
During the first quarter of 1995, the Company called, prior to maturity,
approximately $150 million of its $173 million issue of 8% convertible
junior subordinated debentures; the remaining $23 million of debentures
which were not called were converted by the holders.
The debentures were convertible into shares of the Company's common stock at
a conversion price of $29.75 (33.613 shares of common stock per $1,000
principal amount of debentures). During the first quarter of 1995
approximately $86 million of debentures were converted, including the $23
million of debentures referred to above. During the second quarter of 1995,
the remaining $87 million of debentures were converted. The total
conversion resulted in the issuance of 5.8 million new shares of common
stock.
In conjunction with the calling of the debentures, the Company paid fees of
approximately $3 million which are reflected as other expenses on the
Company's consolidated statement of income for the nine months ended
September 30, 1995.
In May 1995, the Company repurchased a portion of its $140 million issue of
Eurobonds for $79 million. In connection with this repurchase, the Company
recorded $3 million as other expenses on the consolidated statement of
income for the nine months ended September 30, 1995.
<PAGE>
-11-
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(4) ACQUISITIONS
During the third quarter of 1995, the Company acquired Falcon Manufacturing
of Michigan, Inc. (Falcon), a privately held producer of expanded
polystyrene foam insulation with one manufacturing facility in Michigan.
The purchase price of Falcon was $35 million.
Early in the first quarter of 1995, the Company completed the acquisitions
of four privately-owned manufacturing and technology facilities in the
western United States (collectively, Western). The aggregate purchase price
of Western, including possible subsequent contingent consideration, was $26
million. The acquisition of Western was consummated by the exchange of
582,222 shares of the Company's common stock and less than $1 million in
cash for all of the acquired assets and liabilities.
These acquisitions were accounted for under the purchase method of
accounting, whereby the assets acquired and liabilities assumed have been
recorded at their fair values and the results of operations of the
acquisitions have been included in the Company's consolidated financial
statements subsequent to the acquisition dates.
The purchase price allocations were based on preliminary estimates of fair
market value and are subject to revision. The purchase of Falcon included
goodwill of $23 million. The purchase of Western included goodwill of $22
million and a non-competition agreement of $3 million. The goodwill and
non-competition agreement are being amortized on a straight-line basis over
40 years and 7 years, respectively. The pro forma effect of the
acquisitions was not material to net income for the nine months ended
September 30, 1995 or 1994.
(5) CONVERTIBLE MONTHLY INCOME PREFERRED SECURITIES
On May 10, 1995, Owens-Corning Capital, L.L.C., a Delaware limited liability
company, all of the common limited company interests in which are owned
indirectly by the Company, completed a private offering of 4 million shares
of Convertible Monthly Income Preferred Securities ("preferred securities").
The aggregate purchase price for the offering was $200 million.
The preferred securities are guaranteed in certain respects by the Company
and are convertible, at the option of the holders, into Company common stock
at the rate of 1.1416 shares of Company common stock for each preferred
security (equivalent to a conversion price of $43.80 per common share). The
Company cannot initiate any action relating to conversion until after June
1, 1998. Distributions on the preferred securities are cumulative and are
payable at the annual rate of 6-1/2 percent of the liquidation preference of
$50 per preferred security. The distributions are recorded as an increase
in other expenses on the Company's consolidated statement of income.<PAGE>
-12-
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(5) CONVERTIBLE MONTHLY INCOME PREFERRED SECURITIES (Continued)
The proceeds of the offering were loaned to the Company and used by the
Company to repay the $110 million short-term bank credit facility utilized
for the 1994 U.K. acquisition, with the balance used to reduce borrowings
under the Company's revolving credit facilities.
(6) RESTRUCTURING OF OPERATIONS AND OTHER INITIATIVES
During the first quarter of 1994, the Company recorded a $117 million pretax
charge for productivity initiatives and other actions aimed at reducing
costs and enhancing the Company's speed, focus, and efficiency. This $117
million pretax charge is comprised of an $89 million charge associated with
the restructuring of the Company's business segments, as well as a $28
million charge, primarily composed of final costs associated with the
administration of the Company's former commercial roofing business. The
components of the $89 million restructure charge were revised during the
first quarter of 1995 and include: $44 million for personnel reductions,
$20 million for divestiture of non-strategic businesses and facilities, $22
million for business realignments, and $3 million for other actions. The $44
million cost for personnel reductions primarily represents severance and
other personnel costs associated with the elimination of nearly 400
positions worldwide. The primary employee groups affected include science
and technology personnel, field sales personnel, corporate administrative
personnel, and commercial roofing and resin business personnel.
As of September 30, 1995, the Company has recorded approximately $72 million
in cumulative costs against its 1994 restructure reserve, of which $57
million represents actual cash expenditures and $15 million represents the
non-cash effects of asset write-offs and business realignments. The $57
million cash expenditure includes personnel reduction costs of $39 million,
primarily composed of severance costs for over 300 employees. The remaining
$18 million cash expenditure includes $15 million for costs associated with
the divestiture or realignment of businesses and facilities and $3 million
for other actions.
(7) GLASS MELTING FURNACE REBUILDS
Effective January 1, 1994, the Company adopted the capital method of
accounting for the cost of rebuilding glass melting furnaces. Under this
method, costs are capitalized when incurred and depreciated over the
estimated useful lives of the rebuilt furnaces. Previously, the Company
established a reserve for the future rebuilding costs of its glass melting
furnaces through a charge to earnings between dates of rebuilds. The change
to the capital method provides a more appropriate measure of the Company's
capital investment and is consistent with industry practice. The cumulative
effect of this change in accounting method was an increase to earnings of
$123 million, or $2.45 per share, net of related income taxes of $54
million. The effect of this change in accounting method was to increase
depreciation expense and eliminate furnace rebuild provision.<PAGE>
-13-
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(8) POSTEMPLOYMENT AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS
Effective January 1, 1994, the Company adopted Financial Accounting
Standards Board Statement No. 112, "Employers' Accounting for Postemployment
Benefits." This standard requires the Company to recognize the obligation
to provide benefits to former or inactive employees after employment but
before retirement under certain conditions. The cumulative effect of the
adoption of this standard was an undiscounted charge of $28 million, or $.56
per share, net of related income taxes of $18 million.
Effective January 1, 1994, the Company adopted Financial Accounting
Standards Board Statement No. 106, "Employers' Accounting for Postretirement
Benefits Other Than Pensions" for its non-U.S. plans. The cumulative effect
of the adoption of this standard was a charge of $10 million, or $.20 per
share. (The Company adopted Statement No. 106 for its U.S. plans effective
January 1, 1991.)
<TABLE>
(9) INCOME TAXES
The reconciliation between the U.S. federal statutory rate and the Company's
consolidated effective income tax rate is:
Quarter Nine Months
Ended Ended
September 30, September 30,
---------------- ----------------
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
U. S. federal statutory rate35% 35% 35% 35%
Operating losses of foreign
subsidiaries 1 (4) 1 10
Difference between foreign
tax rates and U.S.
statutory rate - 2 - 3
State and local income taxes 2 2 2 4
Adjustment to valuation
allowance - - - (7)
Other (3) 2 (3) 5
------ ------ ------ ------
Effective tax rate 35% 37% 35% 50%
====== ====== ====== ======
/TABLE
<PAGE>
-14-
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
<TABLE>
(10) INVENTORIES
Inventories are summarized as follows:
September 30,December 31,
1995 1994
-------------------------
(In millions of dollars)
<S> <C> <C>
Finished goods $ 243 $ 192
Materials and supplies 133 118
------ ------
376 310
Less: reduction to LIFO basis (92) (87)
------ ------
$ 284 $ 223
====== ======
</TABLE>
Approximately $119 million and $88 million of net inventories were valued
using the LIFO method at September 30, 1995 and December 31, 1994,
respectively.
<TABLE>
(11) CONSOLIDATED STATEMENT OF CASH FLOWS
Cash payments, net of refunds, for income taxes and cost of borrowed funds
are summarized as follows:
Quarter Nine Months
Ended Ended
September 30, September 30,
---------------- ----------------
1995 1994 1995 1994
------ ------ ------ ------
<S> <C> <C> <C> <C>
Income taxes $ (17) $ (5) $ (39) $ (11)
Cost of borrowed funds 7 11 56 54
</TABLE>
See Notes 3 and 4 for supplemental disclosure of Non-cash Investing and
Financing Activities.
<PAGE>
-15-
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(12) ACCOUNTS RECEIVABLE SECURITIZATION
In December 1994, Owens-Corning Funding Corporation (OC Funding) entered
into a three-year agreement whereby it can sell, on a revolving basis, an
undivided percentage ownership interest in a designated pool of accounts
receivable up to a maximum of $100 million. As of September 30, 1995, $100
million has been sold under this agreement and the sale has been reflected
as a reduction of accounts receivable in the Company's consolidated balance
sheet. The discount of $5 million on the sale of receivables has been
recorded as an increase in other expenses on the Company's consolidated
statement of income for the nine months ended September 30, 1995.
The Company maintains an allowance for doubtful accounts based upon the
expected collectibility of all consolidated trade accounts receivable,
including receivables sold by OC Funding.
(13) CONTINGENT LIABILITIES
ASBESTOS LIABILITIES
The Company is a co-defendant with other former manufacturers, distributors
and installers of products containing asbestos and with miners and suppliers
of asbestos fibers (collectively, the Producers) in personal injury and
property damage litigation. The personal injury claimants generally allege
injuries to their health caused by inhalation of asbestos fibers from the
Company's products. Most of the claimants seek punitive damages as well as
compensatory damages. The property damage claims generally allege property
damage to school, public and commercial buildings resulting from the
presence of products containing asbestos. Virtually all of the asbestos-
related lawsuits against the Company arise out of its manufacture,
distribution, sale or installation of an asbestos-containing calcium
silicate, high temperature insulation product, the manufacture of which was
discontinued in 1972.
Status
As of September 30, 1995, approximately 133,600 asbestos personal injury
claims were pending against the Company, 39,200 of which were received in
the first nine months of 1995. The Company received approximately 29,000
such claims in 1994, and 32,300 in 1993.
Through September 30, 1995, the Company had resolved (by settlement or
otherwise) approximately 155,700 asbestos personal injury claims. During
1993, 1994 and the first nine months of 1995, the Company resolved
approximately 55,300 such claims and incurred total indemnity payments of
$567 million (an average of about $10,000 per case). The Company's
indemnity payments have varied considerably over time and from case to case,
and are affected by a multitude of factors. These include the type and
severity of the disease sustained by the claimant (i.e., mesothelioma, lung<PAGE>
-16-
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(13) CONTINGENT LIABILITIES (Continued)
cancer, other types of cancer, asbestosis or pleural changes); the
occupation of the claimant; the extent of the claimant's exposure to
asbestos-containing products manufactured, sold or installed by the Company;
the extent of the claimant's exposure to asbestos-containing products
manufactured, sold or installed by other Producers; the number and financial
resources of other Producer defendants; the jurisdiction of suit; the
presence or absence of other possible causes of the claimant's illness; the
availability or not of legal defenses such as the statute of limitations or
state of the art; whether the claim was resolved on an individual basis or
as part of a group settlement; and whether the claim proceeded to an adverse
verdict or judgment.
Insurance
As of September 30, 1995, the Company had approximately $461 million in
unexhausted insurance coverage (net of deductibles and self-insured
retentions and excluding coverage issued by insolvent carriers) under its
liability insurance policies applicable to asbestos personal injury claims.
This insurance, which is substantially confirmed, includes both products
hazard coverage and the primary level non-products coverage described in the
next paragraph. Portions of this coverage are not available until 1997 and
beyond under agreements with the carriers confirming such coverage. All of
the Company's liability insurance policies cover indemnity payments and
defense fees and expenses subject to applicable policy limits.
In September 1995, the Company reached a settlement of its non-products
insurance claim with its primary liability insurance carrier. The Company
had commenced arbitration with this carrier seeking to confirm the
availability of its non-products coverage for payment of certain asbestos
personal injury liabilities involving the activities of the Company's former
insulation contracting business. The settlement of this claim provides the
Company with $330 million of coverage in the form of cash and the right to
purchase additional insurance through the year 2007. The settlement
agreement contains a funding mechanism which provides for the payment of
cash equivalent to 80 percent of the entire settlement by the end of 1999.
Under this funding plan, the Company received $100 million from the insurer
in the third quarter of 1995.
In addition to its confirmed non-products insurance, the Company has a
significant amount of potential non-products coverage with excess level
carriers. The Company cautions, however, that this coverage is unconfirmed
and that the amount and timing of additional recovery from these policies,
if any, will depend on negotiations or proceedings which have not yet
commenced.
<PAGE>
-17-
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(13) CONTINGENT LIABILITIES (Continued)
Reserve
The Company's estimated total liabilities in respect of indemnity and
defense costs associated with pending and unasserted asbestos personal
injury claims that may be received through the year 1999 (the
"Liabilities"), and its estimated insurance recoveries in respect of such
claims (the "Insurance"), are reported separately as follows:
<TABLE>
Asbestos Litigation Claims
September 30,December 31,
1995 1994
(In millions of dollars)
<S> <C> <C>
Reserve for asbestos litigation claims
Current $ 300 $ 300
Other 923 1,145
------- -------
Total Reserve 1,223 1,445
Insurance for asbestos litigation claims
Current 125 125
Other 336 556
------- -------
Total Insurance 461 681
------- -------
Net Asbestos Liability $ 762 $ 764
======= =======
</TABLE>
Case filing rates have continued at historically high levels with the
receipt of approximately 39,200 new claims during the first nine months of
1995, following the receipt of approximately 29,000 claims in 1994 and
approximately 32,300 claims in 1993. Many of these new claims appear to be
the product of mass screening programs and not to involve significant
asbestos-related impairment. The large number of recent filings and the
uncertain value of these claims have added to the uncertainties involved in
estimating the Company's asbestos liabilities.
Certain of the Company's principal co-defendants, the 20 members of the
Center for Claims Resolution, have entered into a proposed "global"
settlement which would require future claimants to satisfy certain medical
criteria indicative of significant asbestos-related impairment as a pre-
condition to their eligibility for settlement payments. The Company is
using similar criteria in the implementation of its own settlement and
litigation strategy and is also seeking to require more careful proof than
in the past that claimants had significant exposure to the Company's
asbestos-containing product or operations. The Company believes that this
strategy will reduce the overall cost of asbestos personal injury claims in<PAGE>
-18-
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(13) CONTINGENT LIABILITIES (Continued)
the long run by channeling indemnity payments to claimants who can establish
significant asbestos-related impairment and exposure to the Company's
asbestos-containing product or operations and by substantially reducing
indemnity payments to individuals who are unimpaired or who did not have
significant such exposure. The Company's strategy has resulted in an
increased level of trial activity and an increase in the number and amount
of compensatory and punitive damage verdicts and judgments against the
Company. This strategy may have the effect of increasing average per-case
indemnity costs for claims resolved with payment, while also increasing the
number of claims dismissed without payment.
The Company cautions that such factors as the number of future asbestos
personal injury claims received by it, the rate of receipt of such claims,
and the indemnity and defense costs associated with asbestos personal injury
claims, as well as the prospects for confirming additional, applicable
insurance coverage beyond the $461 million referenced above, are influenced
by numerous variables that are difficult to predict, and that estimates,
such as the Company's, which attempt to take account of such variables, are
subject to considerable uncertainty. Depending upon the outcome of the
various uncertainties described above, particularly as they relate to
unimpaired claims, it may be necessary at some point in the future for the
Company to make additional provision for the uninsured costs of asbestos
personal injury claims received through the year 1999 (although no such
amounts are reasonably estimable at this time). The Company remains
confident that its estimate of Liabilities and Insurance will be sufficient
to provide for the costs of all such claims that involve malignancies or
significant asbestos-related functional impairment. The Company has
reviewed and will continue to review the adequacy of its estimate of
Liabilities and Insurance on a periodic basis and make such adjustments as
may be appropriate.
The Company cannot estimate and is not providing for the cost of unasserted
claims which may be received by the Company after the year 1999 because
management is unable to predict the number of claims to be received after
1999, the severity of disease which may be involved and other factors which
would affect the cost of such claims.
Cash Expenditures
The Company's anticipated cash expenditures for uninsured asbestos-related
costs of claims received through 1999 are expected to approximate $762
million, the Company's Liabilities, net of Insurance, before tax benefits.
Cash payments will vary annually depending upon a number of factors,
including the pace of the Company's resolution of claims and the timing of
payment of its Insurance.
<PAGE>
-19-
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
(13) CONTINGENT LIABILITIES (Continued)
Management Opinion
Although any opinion is necessarily judgmental and must be based on
information now known to the Company, in the opinion of management, the
additional uninsured and unreserved costs which may arise out of pending
personal injury and property damage asbestos claims and additional similar
asbestos claims filed in the future will not have a materially adverse
effect on the Company's financial position. While such additional uninsured
and unreserved costs incurred in and after the year 2000 may be substantial
over time, management believes that any such additional costs will not
impair the ability of the Company to meet its obligations, to reinvest in
its businesses or to take advantage of attractive opportunities for growth.
NON-ASBESTOS LIABILITIES
Various other lawsuits and claims arising in the normal course of business
are pending against the Company, some of which allege substantial damages.
Management believes that the outcome of these lawsuits and claims will not
have a materially adverse effect on the Company's financial position or
results of operations.
<PAGE>
-20-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
(All per share information in Item 2 is on a fully diluted basis.)
RESULTS OF OPERATIONS
Net income for the third quarter of 1995 was $70 million, or $1.28 per
share, an increase of 32% from net income of $53 million, or $1.09 per
share, in the third quarter of 1994. Net sales were down 1% to $927 million
during the third quarter of 1995, compared to $936 million during the third
quarter of 1994. Excluding the 1994 consolidated sales of the now 50% owned
unconsolidated polyester resins joint venture, 1995 third quarter sales
showed an improvement of 3% over the 1994 third quarter.
Gross margin for the quarter ended September 30, 1995 increased to 26%,
compared to 25% in 1994, and income from operations showed an improvement of
13% to $122 million in the third quarter of 1995, from $108 million in 1994.
The results for the third quarter were largely driven by the strength of the
Company's worldwide composites business, offset by softness in insulation
sales led by a weak Canadian economy.
For the nine months ended September 30, 1995, the Company reported net
income of $165 million, or $3.18 per share, compared to $116 million, or
$2.45 per share for the comparable 1994 period. This earnings growth
reflects more favorable pricing, improved global composites margins, and an
improved performance of unconsolidated joint ventures and affiliates. Net
sales were $2.648 billion for the nine months ended September 30, 1995,
reflecting a 7% increase from the 1994 level of $2.465 billion. Net sales
reflect an 11% increase for the nine months ended September 30, 1995, when
adjusted for the Company's previously consolidated polyester resins
business. The 1995 sales growth resulted primarily from pricing gains
worldwide. The balance of the sales growth reflects the benefits of the
second quarter 1994 acquisitions of the United Kingdom-based insulation and
industrial supply businesses of Pilkington plc ("the U.K. acquisition") and
the United States-based UC Industries, Inc., the 1995 acquisitions of
Western and Falcon, as well as the favorable impact of a weaker U.S. dollar.
Please see note 4 to the Consolidated Financial Statements. Sales outside
the U.S. represented nearly 27% of the total sales for the nine months ended
1995 compared to 23% in the same period of 1994.
For the nine months ended September 30, 1995, gross margin increased to 26%
from its 1994 level of 24%, while income from ongoing operations showed an
improvement of 22% over the prior year period, due to a reduction in
operating expenses.
In the Building Materials segment, sales for the quarter ended September 30,
1995 were down 3% compared to the third quarter of 1994, but were up 7% for
the first nine months of 1995. Excluding the impact of the first quarter
1994 charge for restructure and other initiatives (please see notes 1 and 6
to the Consolidated Financial Statements), income from ongoing operations
for total Building Materials decreased 18% for the third quarter 1995 when
compared to a strong third quarter 1994 and was down 1% in the first nine
months of 1995. The weak Canadian economy, coupled with the softness in
U.S. retail sales, were only partially offset by the gains from improved
U.S. margins and contributions from the Company's expanding European
business.<PAGE>
-21-
In Asia, the Company announced the sale of its share of Asahi Fiber Glass
Co. Ltd. to its partner Asahi Glass Company. The sale, to be completed in
the first quarter of 1996, will generate proceeds to be reinvested in high-
return growth opportunities in the region. Additionally, the Company
announced plans to build its second insulation plant in China. The plant,
to be built in Shanghai, will take advantage of significant market demand in
that region. Late in the third quarter of 1995, the Company began shipping
product from its insulation manufacturing facility in Guangzhou, China, a
90%-owned consolidated joint venture.
In the Composite Materials segment, total sales increased 4% and 9% for the
third quarter and nine months ended September 30, 1995, respectively,
compared to the 1994 levels. Total Composite Materials sales grew 16%
during the quarter and 21% year to date, when adjusted for the Company's
previously consolidated polyester resins business. Income from operations
was up 57% from the third quarter of 1994, led primarily by increasing
strength in Europe and pricing gains worldwide.
In Europe, where the Company continues to benefit from economic improvement,
Composite sales were up 26% over the third quarter of 1994, primarily
reflecting increased pricing and a favorable currency impact. Income from
operations increased to 21% of sales in the third quarter of 1995 from a
third quarter contribution of zero in 1994, driven largely by improved
margins on composite materials worldwide. The Company expects the European
economic recovery to continue throughout 1995 and into 1996.
Early in the fourth quarter of 1995, the Company announced plans to expand
global composites capacity by 135,000 metric tons, with a significant
portion of the new capacity coming from the refiring of the second furnace
at the previously idled Jackson, Tennessee facility. The remaining
expansion will be at other facilities in the U.S., Europe, Asia and Latin
America.
The Company's cost of borrowed funds of $20 million for the quarter ended
September 30, 1995 was down from $24 million in the third quarter of 1994
reflecting reduced borrowings, offset by somewhat higher interest rates
during the third quarter of 1995. In April 1995, the Company completed the
conversion of its 8% convertible junior subordinated debentures into shares
of common stock. This conversion reduced the Company's overall debt and
saves $13.8 million in annual interest expense. Additionally, the proceeds
of the issuance of $200 million of convertible preferred securities were
partially used to pay off the Company's short-term credit facility which was
established during the second quarter of 1994 to finance the U.K.
acquisition. Please see notes 3 and 5 to the Consolidated Financial
Statements.
LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS
Cash flow from operations, excluding asbestos-related activities, was $135
million for the third quarter of 1995, compared to $90 million for the third
quarter of 1994. Total receivables at September 30, 1995 were $62 million
higher than the December 31, 1994 level due to an increase in sales, offset
largely by the sale of $50 million in receivables which occurred in early
January 1995. Please see note 12 to the Consolidated Financial Statements.
Net inventories increased from $223 million at December 31, 1994 to $284
million at September 30, 1995 due to anticipated seasonal demand for
building materials worldwide, while accounts payable and accrued liabilities
decreased from $598 million at December 31, 1994 to $527 million at
September 30, 1995.<PAGE>
-22-
The Company's net working capital was $15 million and its current ratio was
1.01 at September 30, 1995 compared to negative $143 million and .87,
respectively, at December 31, 1994. The improvement in 1995 was primarily
due to the increase in net inventories as well as the decrease in accounts
payable during the first nine months of 1995.
During the first quarter of 1995, the Company called, prior to maturity,
approximately $150 million of its $173 million issue of 8% convertible
junior subordinated debentures. The $23 million of debentures which were
not called were converted by the holders during the first quarter of 1995.
The debentures were convertible into shares of the Company's common stock at
a conversion price of $29.75 per share, representing 33.613 shares of common
stock per $1,000 principal amount. During March and April 1995, virtually
all of the $173 million issue of debentures were converted, which resulted
in the issuance of 5.8 million new shares of common stock. The conversion
of these debentures into shares of common stock has no impact on the
Company's fully diluted earnings per share as these shares have already been
reflected in that calculation. Debentures not converted were redeemed for
cash at face value with a 5.6% premium and accrued interest.
During the second quarter of 1995, Owens-Corning Capital, L.L.C., a Delaware
limited liability company, of which all of the common limited company
interests are indirectly owned by the Company, issued $200 million of 6.5%
cumulative convertible preferred securities. The proceeds from the issuance
were partially used to repay the Company's short-term credit facility.
Please see note 5 to the Consolidated Financial Statements.
The Company's total borrowings at September 30, 1995 were $953 million, $259
million lower than at year-end 1994. The Company's long term total debt
target is $900 million. During the third quarter of 1995, the Company
increased its available line of credit under its Canadian credit facility,
which now has a commitment of 135 million Canadian dollars ($101 million
U.S. dollars). As of September 30, 1995, the Company had total unused lines
of credit of $377 million available under long-term bank loan facilities and
an additional $144 million under short-term facilities, compared to $293
million and $91 million, respectively, at December 31, 1994. The increase
in unused available lines of credit was created by a decrease in borrowings
coupled with a decrease in outstanding letters of credit supporting appeals
from asbestos trials (which reduce credit availability under the Company's
long-term U.S. bank loan facility).
Capital spending for property, plant and equipment was $69 million during
the third quarter of 1995. At the end of the third quarter, approved
capital projects were $116 million. The Company expects that funding for
these expenditures will be from the Company's operations and external
sources as required.
Gross payments for asbestos litigation claims during the third quarter of
1995, including $11 million in defense costs, were $68 million. Proceeds
from insurance were $140 million, $100 million of which was received in
connection with a recent settlement with a major insurer which confirmed the
Company's access to $330 million of insurance for payment of asbestos
litigation claims. Excluding the impact of the $100 million, third quarter
litigation payments resulted in a net pretax cash outflow of $28 million, or
$17 million after-tax. <PAGE>
-23-
During the third quarter of 1995, the Company received approximately 16,300
new asbestos personal injury cases and closed approximately 2,900 cases.
Over the next twelve months, total payments for asbestos litigation claims,
including defense costs, are expected to be approximately $300 million.
Proceeds from insurance of $125 million are expected to be available to
cover these costs, resulting in a net pretax cash outflow of $175 million,
or $105 million after-tax. Please see note 13 to the Consolidated Financial
Statements.
The Company expects funds generated from operations, together with funds
available under long and short-term bank loan facilities, to be sufficient
to satisfy its debt service obligations under its existing indebtedness, as
well as its contingent liabilities for uninsured asbestos personal injury
claims.
The Company has been deemed by the Environmental Protection Agency (EPA) to
be a potentially responsible party (PRP) with respect to certain sites under
the Comprehensive Environmental Response, Compensation and Liability Act
(Superfund). The Company has also been deemed a PRP under similar state or
local laws, including two state Superfund sites where the Company is the
primary generator. In other instances, other PRPs have brought suits or
claims against the Company as a PRP for contribution under such federal,
state or local laws. During the third quarter of 1995, the Company was
designated as a PRP in such federal, state, local or private proceedings for
four additional sites. At September 30, 1995, a total of 40 such PRP
designations remained unresolved by the Company, some of which designations
the Company believes to be erroneous. The Company is also involved with
environmental investigation or remediation at a number of other sites at
which it has not been designated a PRP. The Company has established a $25
million reserve for its Superfund (and similar state, local and private
action) contingent liabilities. Based upon information presently available
to the Company, and without regard to the application of insurance, the
Company believes that, considered in the aggregate, the additional costs
associated with such contingent liabilities, including any related
litigation costs, will not have a materially adverse effect on the Company's
financial position or results of operations.
The 1990 Clean Air Act Amendments (Act) provide that the EPA will issue
regulations on a number of air pollutants over a period of years. Until
these regulations are developed, the Company cannot determine the extent to
which the Act will affect it. The Company anticipates that its sources to
be regulated will include glass fiber manufacturing and asphalt processing
activities. The Company currently expects glass fiber manufacturing to be
regulated by 1997. Based on information now known to the Company, including
the nature and limited number of regulated materials it emits, the Company
does not expect the Act to have a material adverse effect on the Company's
results of operations, financial condition, or long-term liquidity.
<PAGE>
-24-
FUTURE REQUIRED ACCOUNTING CHANGES
In March 1995, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of" (SFAS No.
121). The Company is required to adopt the new standard no later than
January 1, 1996. The Company does not expect the cumulative effect of the
adoption of SFAS No. 121 to be material to the consolidated financial
statements.
In October 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 123, "Accounting for Stock-Based
Compensation." The Company is required to adopt the new standard no later
than January 1, 1996. The Company anticipates the adoption of this standard
to result in additional financial statement disclosures.
<PAGE>
-25-
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See the paragraphs in Note 13, Contingent Liabilities, to the Consolidated
Financial Statements above, which are incorporated here by reference.
ITEM 2. CHANGES IN SECURITIES
(a) None of the constituent instruments defining the rights of the holders
of any class of the Company's registered securities were materially
modified in the quarter ended September 30, 1995.
(b) None of the rights evidenced by any class of the Company's registered
securities were materially limited or qualified in the quarter ended
September 30, 1995 by the issuance or modification of any other class
of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(a) During the quarter ended September 30, 1995, there was no material
default in the payment of principal, interest, sinking or purchase fund
installments, or any other material default not cured within 30 days,
with respect to any indebtedness of the Company or any of its
significant subsidiaries exceeding 5 percent of the total assets of the
Company and its consolidated subsidiaries.
(b) During the quarter ended September 30, 1995, no material arrearage in
the payment of dividends occurred, and there was no other material
delinquency not cured within 30 days, with respect to any class of
preferred stock of the Company which is registered or which ranks prior
to any class of registered securities, or with respect to any class of
preferred stock of any significant subsidiary of the Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
No matter was submitted to a vote of security holders during the quarter
ended September 30, 1995.
ITEM 5. OTHER INFORMATION
The Company does not elect to report any information under this item.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
See Exhibit Index below, which is incorporated here by reference.
(b) Reports on Form 8-K.
The Company did not file any reports on Form 8-K during the quarter
ended September 30, 1995.<PAGE>
-26-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
OWENS-CORNING FIBERGLAS CORPORATION
Registrant
Date By /s/David W. Devonshire
--------------- -------------------------------
David W. Devonshire
Senior Vice President and Chief
Financial Officer
Date By /s/Domenico Cecere
--------------- -------------------------------
Domenico Cecere
Vice President and Controller
<PAGE>
-27-
EXHIBIT INDEX
Exhibit
Number Document Description
(3) Articles of Incorporation and By-Laws.
Certificate of Incorporation of Owens-Corning Fiberglas
Corporation, as amended (incorporated herein by reference
to Exhibit (3) to the Company's annual report on Form 10-K
for 1986 (File No. 1-3660)).
By-Laws of Owens-Corning Fiberglas Corporation, as amended
(incorporated herein by reference to Exhibit (19) to the
Company's quarterly report on Form 10-Q for the quarter
ended March 31, 1988 (File No. 1-3660)).
(11) Statement re Computation of Per Share Earnings (filed
herewith).
(27) Financial Data Schedule (filed herewith).
(99) Additional Exhibits.
Subsidiaries of Owens-Corning Fiberglas Corporation, as
amended (filed herewith).
-28-
<TABLE>
Exhibit (11)
OWENS-CORNING FIBERGLAS CORPORATION AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
Quarter Ended For the Nine Months
September 30, ended September 30,
1995 1994 1995 1994
---- ---- ---- ----
(In millions of dollars, except
share data and where noted)
<S> <C> <C> <C> <C>
Primary:
- --------
Net Income $ 69 $ 53 $ 165 $ 116
======= ======= ======= =======
Weighted average number of shares
outstanding (thousands) 50,745 43,799 48,582 43,474
Weighted average common equivalent
shares (thousands):
Deferred awards 16 19 15 22
Stock options using average
market price 622 709 463 638
------- ------- ------- -------
Primary weighted average number of
common shares outstanding and
common equivalent shares
(thousands) 51,383 44,527 49,060 44,134
======= ======= ======= =======
Primary per share amount $ 1.35 $ 1.19 $ 3.36 $ 2.63
======= ======= ======= =======
Fully Diluted:
- --------------
Net Income $ 71 $ 55 $ 170 $ 122
======= ======= ======= =======
Weighted average number of shares
outstanding (thousands) 50,745 43,799 48,582 43,474
Weighted average common equivalent
shares (thousands):
Deferred awards 16 19 15 22
Stock options using the higher
of average market price or
market price at end of period 632 729 484 652
Shares from assumed conversion
of debt - 5,798 2,031 5,798
Shares from assumed conversion
of preferred securities 4,566 - 2,283 -
------- ------- ------- -------
Fully diluted weighted average
number of common shares
outstanding and common
equivalent shares (thousands) 55,959 50,345 53,395 49,946
======= ======= ======= =======
Fully diluted per share amount $ 1.28 $ 1.09 $ 3.18 $ 2.45
======= ======= ======= =======
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
SEC form 10-Q and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> SEP-30-1995
<CASH> 20
<SECURITIES> 0
<RECEIVABLES> 350
<ALLOWANCES> 20
<INVENTORY> 284
<CURRENT-ASSETS> 1,030
<PP&E> 3,037
<DEPRECIATION> 1,802
<TOTAL-ASSETS> 3,292
<CURRENT-LIABILITIES> 1,015
<BONDS> 798
<COMMON> 553
0
0
<OTHER-SE> (848)
<TOTAL-LIABILITY-AND-EQUITY> 3,292
<SALES> 2,648
<TOTAL-REVENUES> 2,648
<CGS> 1,953
<TOTAL-COSTS> 1,953
<OTHER-EXPENSES> 372
<LOSS-PROVISION> 4
<INTEREST-EXPENSE> 69
<INCOME-PRETAX> 250
<INCOME-TAX> 85
<INCOME-CONTINUING> 165
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 165
<EPS-PRIMARY> 3.36
<EPS-DILUTED> 3.18
</TABLE>
<TABLE>
-29-
Exhibit (99)
<S> <C>
State or Other
Jurisdiction
Under the Laws
Subsidiaries of Owens-Corning of
Fiberglas Corporation (9/30/95) Which Organized
Barbcorp, Inc. Delaware
Dansk-Svensk Glasfiber A/S Denmark
Deutsche Owens-Corning Glasswool GmbH Germany
Eric Company Delaware
European Owens-Corning Fiberglas S.A. Belgium
Falcon Manufacturing Acquisition Corp. Delaware
FALOC, Inc. Delaware
IPM Inc. Delaware
Kitsons Insulation Products Ltd. United Kingdom
Matcorp, Inc. Delaware
N. V. Owens-Corning S.A. Belgium
O/C/FIRST CORPORATION Ohio
OCFOGO, Inc. Delaware
O.C. Funding B.V. The Netherlands
O/C/SECOND CORPORATION Delaware
OC Utah Four Corporation Utah
Owens-Corning A/S Norway
Owens-Corning Building Products (U.K.) Ltd. United Kingdom
Owens-Corning Canada Inc. Canada
Owens-Corning Capital Holdings I, Inc. Delaware
Owens-Corning Capital Holdings II, Inc. Delaware
Owens-Corning Capital L.L.C. Delaware
Owens-Corning Cayman Limited Cayman Islands
Owens-Corning Changchun Guan Dao Company Ltd. PRC China
Owens-Corning Fiberglas A.S. Limitada Brazil
Owens-Corning Fiberglas Deutschland GmbH Germany
Owens-Corning Fiberglas Espana, S.A. Spain
Owens-Corning Fiberglas France S.A. France
Owens-Corning Fiberglas (G.B.) Ltd. United Kingdom
Owens-Corning Fiberglas (Italy) S.r.l. Italy
Owens-Corning Fiberglas Norway A/S Norway
Owens-Corning Fiberglas S.A. Uruguay
Owens-Corning Fiberglas Sweden AB Sweden
Owens-Corning Fiberglas Sweden Inc. Delaware
Owens-Corning Fiberglas Technology Inc. Illinois
Owens-Corning Fiberglas (U.K.) Ltd. United Kingdom
Owens-Corning Finance (U.K.) plc United Kingdom
Owens-Corning FSC, Inc. Barbados
Owens-Corning Funding Corporation Delaware
Owens-Corning (Guangzhou) Fiberglas Co. Ltd. PRC China
Owens-Corning Holdings Limited Cayman Islands
Owens-Corning Isolation France S.A. France
Owens-Corning Ontario Holdings Inc. Canada
Owens-Corning Overseas Holdings, Inc. Delaware
Owens-Corning (Overseas) Management Limited Cyprus
Owens-Corning Real Estate Corporation Ohio
Owens-Corning Trading, Ltd. British Virgin Islands
Owens-Corning Veil Netherlands B.V. The Netherlands
<PAGE>
-30-
State or Other
Jurisdiction
Subsidiaries of Owens-Corning Under the Laws of
Fiberglas Corporation (9/30/95) Which Organized
Owens-Corning Veil U.K. Ltd. United Kingdom
Owens-Corning Vertriebs GmbH Germany
Palmetto Products, Inc. Delaware
Scanglas Ltd. United Kingdom
THB Development Inc. Delaware
UC Industries, Inc. Delaware
Western Fiberglass, Inc. Utah
Western Fiberglass of Arizona Utah
Western Fiberglass of Texas, Inc. Utah
Willcorp, Inc. Delaware
Wrexham A.R. Glass Ltd. United Kingdom
</TABLE>
