8K Cover Page 12312014
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): February 11, 2015
Owens Corning
(Exact name of registrant as specified in its charter)
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DE | | 1-33100 | | 43-2109021 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
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One Owens Corning Parkway Toledo, OH | 43659 |
(Address of principal executive offices) | (Zip Code) |
419-248-8000
(Registrant’s 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:
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o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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Item 2.02 | Results of Operations and Financial Condition |
On February 11, 2015, Owens Corning (the "Company") issued a press release announcing its financial results for the fourth quarter of 2014 and the fiscal year ended December 31, 2014.
Exhibit 99.1 contains certain financial measures that are considered "non-GAAP financial measures" as defined in the federal securities laws and contains a reconciliation of these non-GAAP financial measures to their most directly comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the United States.
The information in Item 2.02 of this Current Report is being furnished pursuant to General Instructions B.2 of Form 8-K and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Item 2.02 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 8.01 Other Information
The Board of Directors of the Company has declared a dividend of $0.17 per common share for the first quarter of 2015. The dividend will be payable on April 2, 2015 to shareholders of record as of March 13, 2015.
Future dividend declarations will be made at the discretion of the Board of Directors and will be based on such factors as the Company's earnings, financial condition, cash requirements, future prospects and other factors.
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Item 9.01 | Financial Statements and Exhibits |
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Exhibit No. | Description |
99.1 | Press Release, dated February 11, 2015 |
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.
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| Owens Corning |
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Date: February 11, 2015 | By: | /s/ John W. Christy |
| | John W. Christy |
| | Senior Vice President, General Counsel and Secretary |
EXHIBIT INDEX
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Exhibit No. | Description |
99.1 | Press Release, February 11, 2015. |