UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.   20549

FORM 10-Q

(Mark one)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended

June 30, 2015

or

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from      to

Commission file number 1-9576

OWENS-ILLINOIS, INC.

(Exact name of registrant as specified in its charter)

Delaware	22-2781933
(State or other jurisdiction of	(IRS Employer
incorporation or organization)	Identification No.)
One Michael Owens Way, Perrysburg, Ohio	43551
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:  (567) 336-5000

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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x  No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes o  No x

The number of shares of common stock, par value $.01, of Owens-Illinois, Inc. outstanding as of June 30, 2015 was 160,767,643.

Part I — FINANCIAL INFORMATION

Item 1.  Financial Statements.

The Condensed Consolidated Financial Statements of Owens-Illinois, Inc. (the “Company”) presented herein are unaudited but, in the opinion of management, reflect all adjustments necessary to present fairly such information for the periods and at the dates indicated.  All adjustments are of a normal recurring nature. Because the following unaudited condensed consolidated financial statements have been prepared in accordance with Article 10 of Regulation S-X, they do not contain all information and footnotes normally contained in annual consolidated financial statements; accordingly, they should be read in conjunction with the Consolidated Financial Statements and notes thereto appearing in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

OWENS-ILLINOIS, INC.

CONDENSED CONSOLIDATED RESULTS OF OPERATIONS

(Dollars in millions, except per share amounts)

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Net sales	$	1,543		$	1,797		$	2,964		$	3,436
Cost of goods sold	(1,269		)	(1,439		)	(2,422		)	(2,757		)
Gross profit	274			358			542			679
Selling and administrative expense	(118		)	(131		)	(242		)	(264		)
Research, development and engineering expense	(16		)	(17		)	(31		)	(32		)
Interest expense, net	(74		)	(54		)	(121		)	(108		)
Equity earnings	14			19			29			35
Other income (expense), net	(18		)	4			(15		)	3
Earnings from continuing operations before income taxes	62			179			162			313
Provision for income taxes	(15		)	(39		)	(40		)	(66		)
Earnings from continuing operations	47			140			122			247
Loss from discontinued operations	(2		)	(20		)	(2		)	(21		)
Net earnings	45			120			120			226
Net earnings attributable to noncontrolling interests	(5		)	(6		)	(9		)	(11		)
Net earnings attributable to the Company	$	40		$	114		$	111		$	215
Amounts attributable to the Company:
Earnings from continuing operations	$	42		$	134		$	113		$	236
Loss from discontinued operations	(2		)	(20		)	(2		)	(21		)
Net earnings	$	40		$	114		$	111		$	215
Basic earnings per share:
Earnings from continuing operations	$	0.26		$	0.81		$	0.70		$	1.43
Loss from discontinued operations	(0.01		)	(0.12		)	(0.01		)	(0.13		)
Net earnings	$	0.25		$	0.69		$	0.69		$	1.30
Weighted average shares outstanding (thousands)	160,992			164,906			161,566			164,833
Diluted earnings per share:
Earnings from continuing operations	$	0.26		$	0.80		$	0.69		$	1.42
Loss from discontinued operations	(0.01		)	(0.12		)	(0.01		)	(0.13		)
Net earnings	$	0.25		$	0.68		$	0.68		$	1.29
Weighted average diluted shares outstanding (thousands)	161,907			166,258			162,594			166,212

See accompanying notes.

2

OWENS-ILLINOIS, INC.

CONDENSED CONSOLIDATED COMPREHENSIVE INCOME

(Dollars in millions)

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Net earnings	$	45		$	120		$	120		$	226
Other comprehensive income (loss):
Foreign currency translation adjustments	23			49			(234		)	81
Pension and other postretirement benefit adjustments, net of tax	8			14			45			37
Change in fair value of derivative instruments	(2		)	(1		)	(2		)
Other comprehensive income (loss):	29			62			(191		)	118
Total comprehensive income (loss)	74			182			(71		)	344
Comprehensive income attributable to noncontrolling interests	(1		)	(8		)	(1		)	(10		)
Comprehensive income (loss) attributable to the Company	$	73		$	174		$	(72	)	$	334

See accompanying notes.

3

OWENS-ILLINOIS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Dollars in millions)

	June 30,		December 31,		June 30,
	2015		2014		2014
Assets
Current assets:
Cash and cash equivalents	$	378	$	512	$	194
Receivables	922		744		1,147
Inventories	985		1,035		1,204
Prepaid expenses	100		80		103
Total current assets	2,385		2,371		2,648
Property, plant and equipment, net	2,386		2,445		2,661
Goodwill	1,789		1,893		2,065
Other assets	1,058		1,149		1,217
Total assets	$	7,618	$	7,858	$	8,591
Liabilities and Share Owners’ Equity
Current liabilities:
Short-term loans and long-term debt due within one year	$	555	$	488	$	1,027
Current portion of asbestos-related liabilities	143		143		150
Accounts payable	983		1,137		1,123
Other liabilities	458		560		538
Total current liabilities	2,139		2,328		2,838
Long-term debt	3,217		2,972		2,620
Asbestos-related liabilities	258		292		256
Other long-term liabilities	909		991		955
Share owners’ equity	1,095		1,275		1,922
Total liabilities and share owners’ equity	$	7,618	$	7,858	$	8,591

See accompanying notes.

4

OWENS-ILLINOIS, INC.

CONDENSED CONSOLIDATED CASH FLOWS

(Dollars in millions)

	Six months ended June 30,
	2015			2014
Cash flows from operating activities:
Net earnings	$	120		$	226
Loss from discontinued operations	2			21
Non-cash charges
Depreciation and amortization	197			229
Pension expense	15			29
Restructuring, asset impairment and related charges	22
Cash payments
Pension contributions	(10		)	(20		)
Asbestos-related payments	(35		)	(42		)
Cash paid for restructuring activities	(15		)	(38		)
Change in components of working capital	(401		)	(354		)
Other, net (a)	(5		)	(82		)
Cash utilized in continuing operating activities	(110		)	(31		)
Cash utilized in discontinued operating activities	(2		)	(2		)
Total cash utilized in operating activities	(112		)	(33		)
Cash flows from investing activities:
Additions to property, plant and equipment	(208		)	(196		)
Acquisitions, net of cash acquired	(52		)
Other, net	6			15
Cash utilized in investing activities	(254		)	(181		)
Cash flows from financing activities:
Changes in borrowings, net	400			71
Issuance of common stock	1			5
Treasury shares purchased	(100		)	(12		)
Distributions to noncontrolling interests	(12		)	(35		)
Payment of finance fees	(37		)
Cash provided by financing activities	252			29
Effect of exchange rate fluctuations on cash	(20		)	(4		)
Decrease in cash	(134		)	(189		)
Cash at beginning of period	512			383
Cash at end of period	$	378		$	194

(a) Other, net includes other non cash charges plus other changes in non-current assets and liabilities.

See accompanying notes.

5

OWENS-ILLINOIS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Tabular data dollars in millions, except per share amounts

1.Segment Information

The Company has four reportable segments based on its geographic locations:  Europe, North America, South America and Asia Pacific.  These four segments are aligned with the Company’s internal approach to managing, reporting, and evaluating performance of its global glass operations.  Certain assets and activities not directly related to one of the regions or to glass manufacturing are reported with Retained corporate costs and other.  These include licensing, equipment manufacturing, global engineering, and certain equity investments.  Retained corporate costs and other also includes certain headquarters administrative and facilities costs and certain incentive compensation and other benefit plan costs that are global in nature and are not allocable to the reportable segments.

The Company’s measure of profit for its reportable segments is segment operating profit, which consists of consolidated earnings from continuing operations before interest income, interest expense, and provision for income taxes and excludes amounts related to certain items that management considers not representative of ongoing operations as well as certain retained corporate costs.  The Company’s management uses segment operating profit, in combination with net sales and selected cash flow information, to evaluate performance and to allocate resources.  Segment operating profit for reportable segments includes an allocation of some corporate expenses based on both a percentage of sales and direct billings based on the costs of specific services provided.

Financial information for the three and six months ended June 30, 2015 and 2014 regarding the Company’s reportable segments is as follows:

	Three months ended June 30,				Six months ended June 30,
	2015		2014		2015		2014
Net sales:
Europe	$	637	$	790	$	1,204	$	1,496
North America	530		541		1,000		1,026
South America	207		274		412		513
Asia Pacific	153		184		316		387
Reportable segment totals	1,527		1,789		2,932		3,422
Other	16		8		32		14
Net sales	$	1,543	$	1,797	$	2,964	$	3,436

6

	Three months ended June 30,						Six months ended June 30,
	2015			2014			2015			2014
Segment operating profit:
Europe	$	64		$	109		$	113		$	196
North America	82			83			153			148
South America	27			53			57			94
Asia Pacific	14			17			32			42
Reportable segment totals	187			262			355			480
Items excluded from segment operating profit:
Retained corporate costs and other	(18		)	(29		)	(39		)	(59		)
Restructuring, asset impairment and other charges	(27		)				(27		)
Strategic transaction costs	(6		)				(6		)
Interest expense, net	(74		)	(54		)	(121		)	(108		)
Earnings from continuing operations before income taxes	$	62		$	179		$	162		$	313

Financial information regarding the Company’s total assets is as follows:

	June 30,		December 31,		June 30,
	2015		2014		2014
Total assets:
Europe	$	3,117	$	3,223	$	3,667
North America	2,042		1,971		2,087
South America	1,094		1,300		1,436
Asia Pacific	921		1,018		1,127
Reportable segment totals	7,174		7,512		8,317
Other	444		346		274
Consolidated totals	$	7,618	$	7,858	$	8,591

2.  Receivables

Receivables consist of the following:

	June 30,		December 31,		June 30,
	2015		2014		2014
Trade accounts receivable	$	742	$	583	$	976
Less: allowances for doubtful accounts and discounts	30		34		40
Net trade receivables	712		549		936
Other receivables	210		195		211
	$	922	$	744	$	1,147

The Company uses various factoring programs to sell certain receivables to financial institutions as part of managing its cash flows. The amount of receivables sold by the Company was $285 million, $276 million, and $190 million at June 30, 2015, December 31, 2014, and June 30, 2014, respectively. Any continuing involvement with the sold receivables is immaterial.

7

3.  Inventories

Major classes of inventory are as follows:

	June 30,		December 31,		June 30,
	2015		2014		2014
Finished goods	$	842	$	884	$	1,032
Raw materials	103		110		127
Operating supplies	40		41		45
	$	985	$	1,035	$	1,204

4. Derivative Instruments

The Company has certain derivative assets and liabilities which consist of natural gas forwards and foreign exchange option and forward contracts.  The Company uses an income approach to valuing these contracts.  Natural gas forward rates and foreign exchange rates are the significant inputs into the valuation models.  These inputs are observable in active markets over the terms of the instruments the Company holds, and accordingly, the Company classifies its derivative assets and liabilities as Level 2 in the hierarchy.  The Company also evaluates counterparty risk in determining fair values.

Commodity Forward Contracts Designated as Cash Flow Hedges

In North America, the Company enters into commodity forward contracts related to forecasted natural gas requirements, the objectives of which are to limit the effects of fluctuations in the future market price paid for natural gas and the related volatility in cash flows. The Company continually evaluates the natural gas market and related price risk and periodically enters into commodity forward contracts in order to hedge a portion of its usage requirements. The majority of the sales volume in North America is tied to customer contracts that contain provisions that pass the price of natural gas to the customer.  In certain of these contracts, the customer has the option of fixing the natural gas price component for a specified period of time.  At June 30, 2015 and 2014, the Company had entered into commodity forward contracts covering approximately 5,900,000 MMBTUs and 2,900,000 MMBTUs, respectively, primarily related to customer requests to lock the price of natural gas.

The Company accounts for the above forward contracts as cash flow hedges at June 30, 2015 and recognizes them on the balance sheet at fair value. The effective portion of changes in the fair value of a derivative that is designated as, and meets the required criteria for, a cash flow hedge is recorded in the Accumulated Other Comprehensive Income component of share owners’ equity (“OCI”) and reclassified into earnings in the same period or periods during which the underlying hedged item affects earnings. An unrecognized loss of less than $1 million at June 30, 2015 and an unrecognized gain of less than $1 million at June 30, 2014 related to the commodity forward contracts was included in Accumulated OCI, and will be reclassified into earnings over the next twelve to twenty-four months.  Any material portion of the change in the fair value of a derivative designated as a cash flow hedge that is deemed to be ineffective is recognized in current earnings.  The ineffectiveness related to these natural gas hedges for the three and six months ended June 30, 2015 and 2014 was not material.

8

The effect of the commodity forward contracts on the results of operations for the three months ended June 30, 2015 and 2014 is as follows:

				Amount of Gain
Amount of Gain (Loss)				Reclassified from
Recognized in OCI on				Accumulated OCI into Income
Commodity Forward Contracts				(reported in Cost of goods sold)
(Effective Portion)				(Effective Portion)
2015		2014		2015		2014
$	—	$	—	$	2	$	1

The effect of the commodity forward contracts on the results of operations for the six months ended June 30, 2015 and 2014 is as follows:

				Amount of Gain
Amount of Gain				Reclassified from
Recognized in OCI on				Accumulated OCI into Income
Commodity Forward Contracts				(reported in Cost of goods sold)
(Effective Portion)				(Effective Portion)
2015		2014		2015		2014
$	—	$	2	$	2	$	2

Forward Exchange Derivative Contracts not Designated as Hedging Instruments

The Company may enter into short-term forward exchange or option agreements to purchase foreign currencies at set rates in the future. These agreements are used to limit exposure to fluctuations in foreign currency exchange rates for significant planned purchases of fixed assets or commodities that are denominated in currencies other than the subsidiaries’ functional currency. Subsidiaries may also use forward exchange agreements to offset the foreign currency risk for receivables and payables, including intercompany receivables, payables, and loans, not denominated in, or indexed to, their functional currencies. The Company records these short-term forward exchange agreements on the balance sheet at fair value and changes in the fair value are recognized in current earnings.

At June 30, 2015 and 2014, various subsidiaries of the Company had outstanding forward exchange and option agreements denominated in various currencies covering the equivalent of approximately $606 million and $510 million, respectively, related primarily to intercompany transactions and loans.

The effect of the forward exchange derivative contracts on the results of operations for the three months ended June 30, 2015 and 2014 is as follows:

	Amount of Gain (Loss)
Location of Gain (Loss)	Recognized in Income on
Recognized in Income on	Forward Exchange Contracts
Forward Exchange Contracts	2015			2014
Other expense, net	$	(5	)	$	—

9

The effect of the forward exchange derivative contracts on the results of operations for the six months ended June 30, 2015 and 2014 is as follows:

	Amount of Gain (Loss)
Location of Gain (Loss)	Recognized in Income on
Recognized in Income on	Forward Exchange Contracts
Forward Exchange Contracts	2015		2014
Other expense, net	$	6	$	(1	)

Balance Sheet Classification

The Company records the fair values of derivative financial instruments on the balance sheet as follows: (a) receivables if the instrument has a positive fair value and maturity within one year, (b) other assets if the instrument has a positive fair value and maturity after one year, (c) other liabilities (current) if the instrument has a negative fair value and maturity within one year, and (d) other long-term liabilities if the instrument has a negative fair value and maturity after one year.  The following table shows the amount and classification (as noted above) of the Company’s derivatives:

	Balance	Fair Value
	Sheet Location	June 30, 2015		December 31, 2014		June 30, 2014
Asset Derivatives:
Derivatives designated as hedging instruments:
Commodity forward contracts	a	$	—	$	—	$	1
Derivatives not designated as hedging instruments:
Foreign exchange contracts	a	8		10		3
Total asset derivatives		$	8	$	10	$	4
Liability Derivatives:
Derivatives not designated as hedging instruments:
Foreign exchange contracts	c	5		4		2
Total liability derivatives		$	5	$	4	$	2

10

5.  Restructuring Accruals

Selected information related to the restructuring accruals for the three months ended June 30, 2015 and 2014 is as follows:

	European Asset Optimization		Asia Pacific Restructuring			Other Restructuring Actions			Total Restructuring
Balance at April 1, 2015	$	11	$	10		$	25		$	46
Charges			5			17			22
Write-down of assets to net realizable value			(4		)	(7		)	(11		)
Net cash paid, principally severance and related benefits			(3		)	(2		)	(5		)
Other, including foreign exchange translation									—
Balance at June 30, 2015	$	11	$	8		$	33		$	52

	European Asset Optimization			Asia Pacific Restructuring			Other Restructuring Actions			Total Restructuring
Balance at April 1, 2014	$	27		$	12		$	46		$	85
Net cash paid, principally severance and related benefits	(3		)	(9		)	(5		)	(17		)
Other, including foreign exchange translation	(4		)				1			(3		)
Balance at June 30, 2014	$	20		$	3		$	42		$	65

Selected information related to the restructuring accruals for the six months ended June 30, 2015 and 2014 is as follows:

	European Asset Optimization			Asia Pacific Restructuring			Other Restructuring Actions			Total Restructuring
Balance at January 1, 2015	$	12		$	12		$	36		$	60
Charges				5			17			22
Write-down of assets to net realizable value				(4		)	(7		)	(11		)
Net cash paid, principally severance and related benefits				(4		)	(11		)	(15		)
Other, including foreign exchange translation	(1		)	(1		)	(2		)	(4		)
Balance at June 30, 2015	$	11		$	8		$	33		$	52

	European Asset Optimization			Asia Pacific Restructuring			Other Restructuring Actions			Total Restructuring
Balance at January 1, 2014	$	30		$	20		$	64		$	114
Net cash paid, principally severance and related benefits	(5		)	(13		)	(20		)	(38		)
Other, including foreign exchange translation	(5		)	(4		)	(2		)	(11		)
Balance at June 30, 2014	$	20		$	3		$	42		$	65

The Company’s decisions to curtail selected production capacity have resulted in write downs of certain long-lived assets to the extent their carrying amounts exceeded fair value or fair value less cost to sell.  The Company classified the significant assumptions used to determine the fair value of the impaired assets, which was not material, as Level 3 in the fair value hierarchy as set forth in the general accounting principles for fair value measurements.

11

Asia Pacific Restructuring

During the three and six months ended June 30, 2015, the Company recorded charges of $5 million.  These charges primarily represented the write-down of assets as part of the Company’s Asia Pacific Restructuring program.

Other Restructuring Actions

During the three and six months ended June 30, 2015, the Company recorded charges of $17 million. These charges primarily represented employee costs, write-down of assets, and other exit costs of $13 million that the Company was required to record for furnace closures announced during the second quarter of 2015 in South America as well as $4 million of severance and other exit costs related to a furnace closure in North America.

6.  Pension Benefit Plans

The components of the net periodic pension cost for the three months ended June 30, 2015 and 2014 are as follows:

	U.S.						Non-U.S.
	2015			2014			2015			2014
Service cost	$	6		$	5		$	5		$	7
Interest cost	24			26			12			19
Expected asset return	(42		)	(44		)	(21		)	(24		)
Amortization:
Prior Service cost										(1		)
Actuarial loss	19			19			5			7
Net periodic pension cost	$	7		$	6		$	1		$	8

The components of the net periodic pension cost for the six months ended June 30, 2015 and 2014 are as follows:

	U.S.						Non-U.S.
	2015			2014			2015			2014
Service cost	$	12		$	12		$	9		$	14
Interest cost	48			53			24			37
Expected asset return	(84		)	(87		)	(42		)	(46		)
Amortization:
Prior Service cost										(1		)
Actuarial loss	38			36			10			11
Net periodic pension cost	$	14		$	14		$	1		$	15

12

7.  Income Taxes

The Company performs a quarterly review of the annual effective tax rate and makes changes if necessary based on new information or events. The estimated annual effective tax rate is forecasted quarterly using actual historical information and forward-looking estimates. The estimated annual effective tax rate may fluctuate due to changes in forecasted annual operating income; changes in the forecasted mix of earnings by country; changes to the valuation allowance for deferred tax assets (such changes would be recorded discretely in the quarter in which they occur); changes to actual or forecasted permanent book to tax differences (non-deductible expenses); impacts from future tax settlements with state, federal or foreign tax authorities (such changes would be recorded discretely in the quarter in which they occur); or impacts from tax law changes. To the extent such changes impact deferred tax assets/liabilities, these changes would generally be recorded discretely in the quarter in which they occur.  Additionally, the annual effective tax rate differs from the statutory U.S. Federal tax rate of 35% primarily because of valuation allowances in some jurisdictions and varying non-U.S. tax rates.

In the U.S., the Company had experienced cumulative losses in previous years and has recorded a valuation allowance against its deferred tax assets. The Company’s U.S. operations are in a three-year cumulative income position, but this is not solely determinative of the need for a valuation allowance. The Company considered this factor and all other available positive and negative evidence and concluded that it is still more likely than not that the net deferred tax assets in the U.S. will not be realized, and accordingly continued to record a valuation allowance. The evidence considered included the magnitude of the current three-year cumulative income compared to historical losses, expected impact of tax planning strategies, interest rates, and the overall  business environment. The Company continues to evaluate its cumulative income position and income trend as well as its future projections of sustained profitability and whether this profitability trend constitutes sufficient positive evidence to support a reversal of the valuation allowance (in full or in part). The amount of the valuation allowance recorded in the U.S. as of December 31, 2014 was $927 million.

8.  Debt

The following table summarizes the long-term debt of the Company:

13

	June 30,		December 31,		June 30,
	2015		2014		2014
Secured Credit Agreement:
Revolving Credit Facility:
Revolving Loans	$	—	$	—	$	—
Term Loans:
Term Loan A	900
Term Loan A (€279 million at June 30, 2015)	312
Previous Secured Credit Agreement:
Revolving Credit Facility:
Revolving Loans					65
Term Loans:
Term Loan B (USD tranche)			405		405
Term Loan C (CAD tranche)			70		76
Term Loan D (EURO tranche)			103		116
Senior Notes:
3.00%, Exchangeable, due 2015			18		611
7.375%, due 2016	299		596		595
6.75%, due 2020 (€500 million)	560		608		682
4.875%, due 2021 (€330 million)	369		401		450
5.00%, due 2022	494		494
5.375%, due 2025	296		296
Senior Debentures:
7.80%, due 2018	250		250		250
Capital Leases	64		63		45
Other	21		29		21
Total long-term debt	3,565		3,333		3,316
Less amounts due within one year	348		361		696
Long-term debt	$	3,217	$	2,972	$	2,620

On April 22, 2015, certain of the Company’s subsidiaries entered into a new Senior Secured Credit Facility (the “Agreement”), which amended and restated the previous credit agreement (the “Previous Agreement”).  The proceeds from the Agreement were used to repay all outstanding amounts under the Previous Agreement and $300 million of the 7.375% senior notes due 2016.  The Company recorded $28 million of additional interest charges for note repurchase premiums and the related write-off of unamortized finance fees.

At June 30, 2015, the Agreement includes a $300 million USD revolving credit facility, a $600 million multicurrency revolving credit facility, a $900 million term loan, and a €279 million term loan, each of which has a final maturity date of April 22, 2020.  At June 30, 2015, the Company had unused credit of $860 million available under the Agreement.  The weighted average interest rate on borrowings outstanding under the Agreement at June 30, 2015 was 1.64%.

The Agreement contains various covenants that restrict, among other things and subject to certain exceptions, the ability of the Company to incur certain liens, make certain investments, become liable under contingent obligations in certain defined instances only, make restricted payments, make certain asset sales within guidelines and limits, engage in certain affiliate transactions, participate in sale and leaseback financing arrangements, alter its fundamental business, and amend certain subordinated debt obligations.

14

The Agreement also contains one financial maintenance covenant, a Leverage Ratio, that requires the Company not to exceed a ratio of 4.0x calculated by dividing consolidated total debt, less cash and cash equivalents, by consolidated EBITDA, as defined in the Agreement.  The maximum Leverage Ratio is subject to an increase of 0.5x for the four fiscal quarters following the consummation of certain qualifying acquisitions as defined in the Agreement.  The Leverage Ratio could restrict the ability of the Company to undertake additional financing or acquisitions to the extent that such financing or acquisitions would cause the Leverage Ratio to exceed the specified maximum.

Failure to comply with these covenants and restrictions could result in an event of default under the Agreement.  In such an event, the Company could not request borrowings under the revolving facility, and all amounts outstanding under the Agreement, together with accrued interest, could then be declared immediately due and payable.  If an event of default occurs under the Agreement and the lenders cause all of the outstanding debt obligations under the Agreement to become due and payable, this would result in a default under a number of other outstanding debt securities and could lead to an acceleration of obligations related to these debt securities.  As of June 30, 2015, the Company was in compliance with all covenants and restrictions in the Agreement.  In addition, the Company believes that it will remain in compliance and that its ability to borrow funds under the Agreement will not be adversely affected by the covenants and restrictions.

The interest rate on borrowings under the Agreement is, at the Company’s option, the Base Rate or the Eurocurrency Rate, as defined in the Agreement.  These rates include a margin linked to the Leverage Ratio.  The margins range from 1.25% to 1.75% for Eurocurrency Rate loans and from 0.25% to 0.75% for Base Rate loans.  In addition, a fee is payable on the revolving credit facility commitments ranging from 0.20% to 0.30% per annum linked to the Leverage Ratio.

Borrowings under the Agreement are secured by substantially all of the assets, excluding real estate and certain other excluded assets, of certain of the Company’s domestic subsidiaries and certain foreign subsidiaries.  Borrowings are also secured by a pledge of intercompany debt and equity investments in certain of the Company’s domestic subsidiaries and, in the case of foreign borrowings, of stock of certain foreign subsidiaries.  All borrowings under the Agreement are guaranteed by certain domestic subsidiaries of the Company for the term of the Agreement.

During December 2014, the Company issued senior notes with a face value of $500 million that bear interest at 5.00% and are due January 15, 2022 (the “Senior Notes due 2022”).  The Company also issued senior notes with a face value of $300 million that bear interest at 5.375% and are due January 15, 2025 (the “Senior Notes due 2025,” and together with the Senior Notes due 2022, the “New Senior Notes”).  The New Senior Notes were issued via a private placement and are guaranteed by substantially all of the Company’s domestic subsidiaries.  The net proceeds from the New Senior Notes, after deducting debt issuance costs, totaled approximately $790 million and were used to purchase $611 million aggregate principal amount of the Company’s 3.00% 2015 Exchangeable Senior Notes.  The remaining balance of the Exchangeable Senior Notes was repaid in the second quarter of 2015.

The Company has a €215 million European accounts receivable securitization program, which extends through September 2016, subject to periodic renewal of backup credit lines.

Information related to the Company’s accounts receivable securitization program is as follows:

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	June 30,			December 31,			June 30,
	2015			2014			2014
Balance (included in short-term loans)	$	192		$	122		$	294
Weighted average interest rate	1.12		%	1.41		%	1.44		%

The carrying amounts reported for the accounts receivable securitization program, and certain long-term debt obligations subject to frequently redetermined interest rates, approximate fair value.  Fair values for the Company’s significant fixed rate debt obligations are based on published market quotations, and are classified as Level 1 in the fair value hierarchy.

Fair values at June 30, 2015 of the Company’s significant fixed rate debt obligations are as follows:

			Indicated
	Principal		Market		Fair
	Amount		Price		Value
Senior Notes:
7.375%, due 2016	$	300	$	104.63	$	314
6.75%, due 2020 (€500 million)	560		116.19		651
4.875%, due 2021 (€330 million)	369		106.49		393
5.00%, due 2022	500		99.31		497
5.375%, due 2025	300		98.25		295
Senior Debentures:
7.80%, due 2018	250		110.64		277

9.  Contingencies

Asbestos

The Company is a defendant in numerous lawsuits alleging bodily injury and death as a result of exposure to asbestos dust.  From 1948 to 1958, one of the Company’s former business units commercially produced and sold approximately $40 million of a high-temperature, calcium-silicate based pipe and block insulation material containing asbestos.  The Company exited the pipe and block insulation business in April 1958.  The typical asbestos personal injury lawsuit alleges various theories of liability, including negligence, gross negligence and strict liability and seeks compensatory and in some cases, punitive damages in various amounts (herein referred to as “asbestos claims”).

As of June 30, 2015, the Company has determined that it is a named defendant in asbestos lawsuits and claims involving approximately 2,200 plaintiffs and claimants.  Based on an analysis of the lawsuits pending as of December 31, 2014, approximately 81% of plaintiffs either do not specify the monetary damages sought, or in the case of court filings, claim an amount sufficient to invoke the jurisdictional minimum of the trial court.  Approximately 13% of plaintiffs specifically plead damages above the jurisdictional minimum up to, and including, $15 million or less, and 5% of plaintiffs specifically plead damages greater than $15 million but less than $100 million.  Fewer than 1% of plaintiffs specifically plead damages equal to or greater than $100 million.

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As indicated by the foregoing summary, current pleading practice permits considerable variation in the assertion of monetary damages.  The Company’s experience resolving hundreds of thousands of asbestos claims and lawsuits over an extended period demonstrates that the monetary relief that may be alleged in a complaint bears little relevance to a claim’s merits or disposition value.  Rather, the amount potentially recoverable is determined by such factors as the severity of the plaintiff’s asbestos disease, the product identification evidence against the Company and other defendants, the defenses available to the Company and other defendants, the specific jurisdiction in which the claim is made, and the plaintiff’s medical history and exposure to other disease-causing agents.

In addition to the pending claims set forth above, the Company has claims-handling agreements in place with many plaintiffs’ counsel throughout the country.  These agreements require evaluation and negotiation regarding whether particular claimants qualify under the criteria established by such agreements. The criteria for such claims include verification of a compensable illness and a reasonable probability of exposure to a product manufactured by the Company’s former business unit during its manufacturing period ending in 1958.

The Company has also been a defendant in other asbestos-related lawsuits or claims involving maritime workers, medical monitoring claimants, co-defendants and property damage claimants.  Based upon its past experience, the Company believes that these categories of lawsuits and claims will not involve any material liability and they are not included in the above description of pending matters or in the following description of disposed matters.

Since receiving its first asbestos claim, the Company as of June 30, 2015, has disposed of the asbestos claims of approximately 395,000 plaintiffs and claimants at an average indemnity payment per claim of approximately $9,000.  Certain of these dispositions have included deferred amounts payable.  Deferred amounts payable totaled approximately $10 million at June 30, 2015 ($13 million at December 31, 2014) and are included in the foregoing average indemnity payment per claim.  The Company’s asbestos indemnity payments have varied on a per claim basis, and are expected to continue to vary considerably over time.  As discussed above, a part of the Company’s objective is to achieve, where possible, resolution of asbestos claims pursuant to claims-handling agreements.  Failure of claimants to meet certain medical and product exposure criteria in the Company’s administrative claims handling agreements has generally reduced the number of claims that would otherwise have been received by the Company in the tort system.  In addition, certain courts and legislatures have reduced or eliminated the number of claims that the Company otherwise would have received by the Company in the tort system.  These developments generally have had the effect of increasing the Company’s per-claim average indemnity payment over time.

The Company believes that its ultimate asbestos-related liability (i.e., its indemnity payments or other claim disposition costs plus related legal fees) cannot reasonably be estimated. Beginning with the initial liability of $975 million established in 1993, the Company has accrued a total of approximately $4.4 billion through 2014, before insurance recoveries, for its asbestos-related liability.  The Company’s ability to reasonably estimate its liability has been significantly affected by, among other factors, the volatility of asbestos-related litigation in the United States, the significant number of co-defendants that have filed for bankruptcy, the inherent uncertainty of future disease incidence and claiming patterns against the Company, the significant expansion of the defendants that are now sued in this litigation, and the continuing changes in the extent to which these defendants participate in the resolution of cases in which the Company is also a defendant.

The Company has continued to monitor trends that may affect its ultimate liability and has continued to analyze the developments and variables affecting or likely to affect the resolution of

17

pending and future asbestos claims against the Company. The material components of the Company’s accrued liability are based on amounts determined by the Company in connection with its annual comprehensive review and consist of the following estimates, to the extent it is probable that such liabilities have been incurred and can be reasonably estimated: (i) the liability for asbestos claims already asserted against the Company; (ii) the liability for asbestos claims not yet asserted against the Company, but which the Company believes will be asserted in the next several years; and (iii) the legal defense costs likely to be incurred in connection with the claims the Company believes will be asserted in the next several years.

The significant assumptions underlying the material components of the Company’s accrual relate to:

a)the extent to which settlements are limited to claimants who were exposed to the Company’s asbestos-containing insulation prior to its exit from that business in 1958;

b)the extent to which claims are resolved under the Company’s administrative claims agreements or on terms comparable to those set forth in those agreements;

c)the extent of decrease or increase in the incidence of serious asbestos-related disease cases and claiming patterns against the Company for such cases;

d)the extent to which the Company is able to defend itself successfully at trial or on appeal;

e)the number and timing of additional co-defendant bankruptcies; and

f)the extent to which co-defendants with substantial resources and assets continue to participate significantly in the resolution of future asbestos lawsuits and claims.

As noted above, the Company conducts a comprehensive review of its asbestos-related liabilities and costs annually in connection with finalizing and reporting its annual results of operations, unless significant changes in trends or new developments warrant an earlier review.  If the results of an annual comprehensive review indicate that the existing amount of the accrued liability is insufficient to cover its estimated future asbestos-related costs, then the Company will record an appropriate charge to increase the accrued liability.  The Company believes that a reasonable estimation of the probable amount of the liability for claims not yet asserted against the Company is not possible beyond a period of several years.  Therefore, while the results of future annual comprehensive reviews cannot be determined, the Company expects that the addition of one year to the estimation period will usually result in an annual charge.

The Company’s reported results of operations for 2014 were materially affected by the $135 million fourth quarter charge for asbestos-related costs and asbestos-related payments continue to be substantial. Given the inherent volatility involved in the asbestos litigation, the Company is unable to provide an estimate of possible loss or range of loss beyond the $435 million recorded as of December 31, 2014. Any future additional charge would likewise materially affect the Company’s results of operations for the period in which it is recorded. Also, the continued use of significant amounts of cash for asbestos-related costs has affected and may continue to affect the Company’s cost of borrowing and its ability to pursue global or domestic acquisitions. However, the Company believes that its operating cash flows and other sources of liquidity will be sufficient to pay its obligations for asbestos-related costs and to fund its working capital and capital expenditure requirements on a short-term and long-term basis.

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Other Matters

The Company conducted an internal investigation into conduct in certain of its overseas operations that may have violated the anti-bribery provisions of the United States Foreign Corrupt Practices Act (the “FCPA”), the FCPA’s books and records and internal controls provisions, the Company’s own internal policies, and various local laws.  In October 2012, the Company voluntarily disclosed these matters to the U.S. Department of Justice (the “DOJ”) and the Securities and Exchange Commission (the “SEC”).

On July 18, 2013, the Company received a letter from the DOJ indicating that it presently did not intend to take any enforcement action and is closing its inquiry into the matter.

As disclosed in previous periods, the Company is presently unable to predict the duration, scope or result of an investigation by the SEC, if any, or whether the SEC will commence any legal action.  The SEC has a broad range of civil sanctions under the FCPA and other laws and regulations including, but not limited to, injunctive relief, disgorgement, penalties, and modifications to business practices.  The Company could also be subject to investigation and sanctions outside the United States.  While the Company is currently unable to quantify the impact of any potential sanctions or remedial measures, it does not expect such actions will have a material adverse effect on the Company’s liquidity, results of operations or financial condition.

Other litigation is pending against the Company, in many cases involving ordinary and routine claims incidental to the business of the Company and in others presenting allegations that are non-routine and involve compensatory, punitive or treble damage claims as well as other types of relief.  The Company records a liability for such matters when it is both probable that the liability has been incurred and the amount of the liability can be reasonably estimated.  Recorded amounts are reviewed and adjusted to reflect changes in the factors upon which the estimates are based, including additional information, negotiations, settlements and other events.

10.  Share Owners’ Equity

The activity in share owners’ equity for the three months ended June 30, 2015 and 2014 is as follows:

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	Share Owners’ Equity of the Company
	Common Stock		Capital in Excess of Par Value		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests			Total Share Owners’ Equity
Balance on April 1, 2015	$	2	$	3,056	$	(578	)	$	135	$	(1,710	)	$	123		$	1,028
Issuance of common stock (6,928 shares)			1													1
Reissuance of common stock (75,383 shares)					1											1
Treasury shares purchased (599,760 shares)
Stock compensation			3													3
Net earnings								40					5			45
Other comprehensive income (loss)										33			(4		)	29
Distributions to noncontrolling interests													(12		)	(12		)
Balance on June 30, 2015	$	2	$	3,060	$	(577	)	$	175	$	(1,677	)	$	112		$	1,095

	Share Owners’ Equity of the Company
	Common Stock		Capital in Excess of Par Value		Treasury Stock			Retained Earnings		Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests			Total Share Owners’ Equity
Balance on April 1, 2014	$	2	$	3,052	$	(452	)	$	90	$	(1,062	)	$	130		$	1,760
Issuance of common stock (57,815 shares)			1													1
Reissuance of common stock (49,026 shares)					1											1
Treasury shares purchased (364,436 shares)					(12		)									(12		)
Stock compensation			6													6
Net earnings								114					6			120
Other comprehensive income (loss)										60			2			62
Distributions to noncontrolling interests													(16		)	(16		)
Balance on June 30, 2014	$	2	$	3,059	$	(463	)	$	204	$	(1,002	)	$	122		$	1,922

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The activity in share owners’ equity for the six months ended June 30, 2015 and 2014 is as follows:

	Share Owners’ Equity of the Company
	Common Stock		Capital in Excess of  Par Value			Treasury Stock			Retained Earnings		Accumulated Other  Comprehensive Loss			Non- controlling Interests			Total Share Owners’ Equity
Balance on January 1, 2015	$	2	$	3,066		$	(480	)	$	64	$	(1,494	)	$	117		$	1,275
Issuance of common stock (39,107 shares)			1														1
Reissuance of common stock (132,842 shares)						3											3
Treasury shares purchased (4,109,256 shares)						(100		)									(100		)
Stock compensation			11														11
Net earnings									111					9			120
Other comprehensive income (loss)											(183		)	(8		)	(191		)
Distributions to noncontrolling interests														(12		)	(12		)
Acquisitions of noncontrolling interests			(18		)									6			(12		)
Balance on June 30, 2015	$	2	$	3,060		$	(577	)	$	175	$	(1,677	)	$	112		$	1,095

	Share Owners’ Equity of the Company
	Common Stock		Capital in Excess of Par Value		Treasury Stock			Retained Earnings (loss)			Accumulated Other Comprehensive Income (Loss)			Non- controlling Interests			Total Share Owners’ Equity
Balance on January 1, 2014	$	2	$	3,040	$	(454	)	$	(11	)	$	(1,121	)	$	147		$	1,603
Issuance of common stock (213,542 shares)			5														5
Reissuance of common stock (97,067 shares)					3												3
Treasury shares purchased (364,436 shares)					(12		)										(12		)
Stock compensation			14														14
Net earnings								215						11			226
Other comprehensive income (loss)											119			(1		)	118
Distributions to noncontrolling interests														(35		)	(35		)
Balance on June 30, 2014	$	2	$	3,059	$	(463	)	$	204		$	(1,002	)	$	122		$	1,922

On February 4, 2015, the Company entered into an accelerated share repurchase agreement (“ASR”) with J.P. Morgan Securities LLC (the “ASR Counterparty”) to repurchase $100 million of its common stock. The Company advanced $100 million to the ASR Counterparty on February 5, 2015, and received 3,509,496 shares, which represented eighty five percent of the total shares as calculated using the closing price on February 4, 2015.  The remaining share settlement was received from the ASR Counterparty in the amount of 599,760 shares and was completed on May 26, 2015 based on the daily volume-weighted average price of the Company’s common stock during the term of the ASR. Under the terms of the ASR program, the ASR Counterparty was permitted, in accordance with the applicable requirements of the federal securities laws, to separately trade in the Company’s shares.

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The Company has 250,000,000 shares of common stock authorized with a par value of $.01 per share. Shares outstanding are as follows:

	Shares Outstanding (in thousands)
	June 30,	December 31,	June 30,
	2015	2014	2014
Shares of common stock issued (including treasury shares)	184,462	183,915	183,897
Treasury shares	23,694	19,718	19,053

11. Accumulated Other Comprehensive Loss

The activity in accumulated other comprehensive loss for the three months ended June 30, 2015 and 2014 is as follows:

	Net Effect of Exchange Rate Fluctuations			Change in Certain Derivative Instruments			Employee Benefit Plans			Total Accumulated Other Comprehensive Loss
Balance on April 1, 2015	$	(308	)	$	(11	)	$	(1,391	)	$	(1,710	)
Change before reclassifications	27									27
Amounts reclassified from accumulated other comprehensive income				(2		)(a)	17		(b)	15
Translation effect							(9		)	(9		)
Tax effect										—
Other comprehensive income attributable to the Company	27			(2		)	8			33
Balance on June 30, 2015	$	(281	)	$	(13	)	$	(1,383	)	$	(1,677	)

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Net Effect of
Exchange
Rate
Fluctuations Change in
Certain
Derivative
Instruments Employee
Benefit Plans Total
Accumulated
Other
Comprehensive
Loss