-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, b7/ipVOL+AYtuF20Oc+HblV19Q6mm8PHn56kYiAB8s0poXeNROmkc+99mWCQueCL d2M+C70XlWReByh3bbBaEg== 0000075234-94-000011.txt : 19940719 0000075234-94-000011.hdr.sgml : 19940719 ACCESSION NUMBER: 0000075234-94-000011 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940705 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OWENS CORNING FIBERGLAS CORP CENTRAL INDEX KEY: 0000075234 STANDARD INDUSTRIAL CLASSIFICATION: 3290 IRS NUMBER: 344323452 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03660 FILM NUMBER: 94537642 BUSINESS ADDRESS: STREET 1: FIBERGLASS TOWER CITY: TOLEDO STATE: OH ZIP: 43659 BUSINESS PHONE: 4192488000 MAIL ADDRESS: STREET 1: FIBERGLASS TOWER CITY: TOLEDO STATE: OH ZIP: 43659 11-K 1 SDIP & SSP STATEMENTS SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 1993 OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND DEFERRAL INVESTMENT PLAN OWENS-CORNING FIBERGLAS CORPORATION Fiberglas Tower Toledo, Ohio 43659 Commission File No. 1-3660 - - --------------------------------------------------------------- REQUIRED INFORMATION (a) Financial Statements. 1. Report of Independent Public Accountants 2. Statements of Participants' Equity - as of December 31, 1993 and 1992 3. Statements of Changes in Participants' Equity - for the years ended December 31, 1993, 1992 and 1991 4. Notes to Financial Statements (b) Exhibit. Consent of Arthur Andersen & Co. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND DEFERRAL INVESTMENT PLAN By /s/ Michael I. Miller --------------------- Michael I. Miller Chairman, Investment Review Committee DATED: June 30, 1994 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator, Owens-Corning Fiberglas Corporation Savings and Deferral Investment Plan: We have audited the accompanying statements of participants' equity of the OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND DEFERRAL PLAN as of December 31, 1993 and 1992, and the related statements of changes in participants' equity for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the plan administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the plan administrator, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the participants' equity of the Owens-Corning Fiberglas Corporation Savings and Deferral Investment Plan as of December 31, 1993 and 1992, and the changes in its participants' equity for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. Toledo, Ohio, June 9, 1994. PAGE OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND DEFERRAL INVESTMENT PLAN STATEMENTS OF PARTICIPANTS' EQUITY AS OF DECEMBER 31, 1993 AND 1992 1 9 9 3 -------------------------------------------------------------------- Loans to Company Managed Indexed Fixed Partici- Stock Equity Equity Income pants Fund Fund Fund Fund (Note 3) Total --------- --------- --------- --------- --------- --------- ASSETS: Investments (Notes 1, 2, 4 and 5): Short-term investments $ 847,100 $ - $ - $ - $ - $ 847,100 Owens-Corning Fiberglas Corporation common stock, 5,079,001 shares at $44.375 per share (cost $21,068,063) (Note 8) 225,380,669 - - - - 225,380,669 Investment in master trust collective funds - 51,493,798 9,290,932 42,028,759 - 102,813,489 Loans to participants (Note 3) - - - - 8,205,726 8,205,726 Accrued interest on loans to participants (Note 3) - - - - 44,743 44,743 Due from Owens-Corning Fiberglas Corporation (Note 1) 435,956 5,307 900 (5,021) - 437,142 Accrued interest income 450 - - - - 450 ------------ ----------- ----------- ----------- ----------- ------------ Total assets $226,664,175 $51,499,105 $ 9,291,832 $42,023,738 $ 8,250,469 $337,729,319 ============ =========== =========== =========== =========== ============ LIABILITIES (Notes 1 and 6): Accrued expense $ 799,390 $ 2,287 $ 2,075 $ 4,641 $ - $ 808,393 ----------- ----------- ----------- ----------- ----------- ------------ PARTICIPANTS' EQUITY (Notes 1 and 6) 225,864,785 51,496,818 9,289,757 42,019,097 8,250,469 336,920,926 ----------- ----------- ----------- ----------- ----------- ------------ Total liabilities and participants' equity $226,664,175 $51,499,105 $ 9,291,832 $42,023,738 $ 8,250,469 $337,729,319 =========== =========== =========== =========== =========== ============ The accompanying notes are an integral part of these statements.
PAGE OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND DEFERRAL INVESTMENT PLAN STATEMENTS OF PARTICIPANTS' EQUITY AS OF DECEMBER 31, 1993 AND 1992 (Continued) 1 9 9 2 ----------------------------------------------------------------------- Loans to Company Managed Indexed Fixed Partici- Stock Equity Equity Income pants Fund Fund Fund Fund (Note 3) Total --------- --------- --------- --------- --------- --------- ASSETS: Investments (Notes 1, 2, 4 and 5): Short-term investments $ 271,599 $ - $ - $ - $ - $ 271,599 Owens-Corning Fiberglas Corporation common stock, 5,518,159 shares at $36 per share (cost $27,545,384) 198,652,724 - - - - 198,653,724 Investment in master trust collective funds - 32,711,112 8,028,800 37,880,360 - 78,620,272 Loans to participants (Note 3) - - - - 7,255,733 7,255,733 Accrued interest on loans to participants (Note 3) - - - - 46,023 46,023 Due from Owens-Corning Fiberglas Corporation (Note 1) 545,276 152 206 1,974 - 547,608 Accrued interest income 536 - - - - 536 ------------ ----------- ----------- ----------- ----------- ------------ Total assets $199,471,135 $32,711,264 $ 8,029,006 $37,882,334 $ 7,301,756 $285,395,495 ============ =========== =========== =========== =========== ============ LIABILITIES (Notes 1 and 6): Accrued expense $ 213,075 $ 1,653 $ 1,887 $ 2,865 $ - $ 219,480 ----------- ----------- ----------- ----------- ----------- ------------ PARTICIPANTS' EQUITY (Notes 1 and 6) 199,258,060 32,709,611 8,027,119 37,879,469 7,301,756 285,176,015 ----------- ----------- ----------- ----------- ----------- ------------ Total liabilities and participants' equity $199,471,135 $32,711,264 $ 8,029,006 $37,882,334 $ 7,301,756 $285,395,495 =========== =========== =========== =========== =========== ============ PARTICIPANTS' UNITS (Note 7) 16,268,932 7,067,315 1,995,994 13,550,253 UNIT VALUES (Note 7) $ 12.2478 $ 4.6283 $ 4.0216 $ 2.7955 The accompanying notes are an integral part of these statements.
PAGE OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND DEFERRAL INVESTMENT PLAN STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 1 9 9 3 ---------------------------------------------------------------------------- Loans to Company Managed Indexed Fixed Partici- Stock Equity Equity Income pants Fund Fund Fund Fund (Note 3) Total ---------- --------- --------- --------- --------- --------- INVESTMENT INCOME (Note 2): Interest $ 90,544 $ - $ - $ - $ - $ 90,544 Net interest in master trust investment income - 11,337,955 824,124 2,185,004 - 14,347,083 Interest on loans to participants (Note 3) - - - - 530,802 530,802 Realized gain on disposition of investments (Note 4) 11,825,721 - - - - 11,825,721 Change in unrealized appreciation of investment in Owens-Corning Fiberglas Corporation common stock (Note 5) 33,204,266 - - - - 33,204,266 ------------ ----------- ----------- ------------------------------------- 45,120,531 11,337,955 824,124 2,185,004 530,802 59,998,416 ------------ ----------- ----------- ----------- ----------- ------------ CONTRIBUTIONS (Notes 1 and 6): Participants 6,515,186 4,018,581 1,150,426 3,279,363 - 14,963,556 Owens-Corning Fiberglas Corporation 6,645,630 - - - - 6,645,630 ------------ ----------- ----------- ----------- ----------- ------------ 13,160,816 4,018,581 1,150,426 3,279,363 - 21,609,186 ------------ ----------- ----------- ----------- ----------- ------------ OTHER: Distributions to participants (Note 6) (21,810,682) (2,687,453) (545,593) (4,617,086) - (29,660,814) Administrative expense (Note 1) (187,578) (28,077) (25,086) (57,472) - (298,213) Election of redistribution of participants' equity among funds (Note 1) (9,353,902) 5,924,033 (124,837) 3,592,050 (37,344) - Participants loan activity (Note 3) (322,460) 132,133 (16,073) (248,855) 455,255 - Rollovers and other - 90,035 (323) 6,624 - 96,336 ------------ ----------- ----------- ----------- ----------- ------------ (31,674,622) (3,430,671) (711,912) (1,324,739) 417,911 (29,862,691) ------------ ----------- ----------- ----------- ----------- ------------ Net increase 26,606,725 18,787,207 1,262,638 4,139,628 948,713 51,744,911 PARTICIPANTS' EQUITY - beginning of year 199,258,060 32,709,611 8,027,119 37,879,469 7,301,756 285,176,015 ------------ ----------- ----------- ----------- ----------- ------------ PARTICIPANTS' EQUITY - end of year $225,864,785 $51,496,818 $ 9,289,757 $42,019,097 $ 8,250,469 $336,920,926 ============ =========== =========== =========== =========== ============ The accompanying notes are an integral part of these statements.
PAGE OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND DEFERRAL INVESTMENT PLAN STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (Continued) 1 9 9 2 ---------------------------------------------------------------------------- Loans to Company Managed Indexed Fixed Partici- Stock Equity Equity Income pants Fund Fund Fund Fund (Note 3) Total ---------- --------- --------- --------- --------- --------- INVESTMENT INCOME (Note 2): Interest $ 21,827 $ - $ - $ - $ - $ 21,827 Net interest in master trust investment income 158 6,160,456 560,698 2,368,043 - 9,089,355 Interest on loans to participants (Note 3) - - - - 526,355 526,355 Realized gain on disposition of investments (Note 4) 5,362,724 - - - - 5,362,724 Change in unrealized appreciation of investment in Owens-Corning Fiberglas Corporation common stock (Note 5) 71,221,910 - - - - 71,221,910 ------------ ----------- ----------- ------------------------------------- 76,606,619 6,160,456 560,698 2,368,043 526,355 86,222,171 ------------ ----------- ----------- ----------- ----------- ------------ CONTRIBUTIONS (Notes 1 and 6): Participants 6,441,474 3,459,832 1,093,402 3,432,796 - 14,427,504 Owens-Corning Fiberglas Corporation 6,484,729 - - - - 6,484,729 ------------ ----------- ----------- ----------- ----------- ------------ 12,926,203 3,459,832 1,093,402 3,432,796 - 20,912,233 ------------ ----------- ----------- ----------- ----------- ------------ OTHER: Distributions to participants (Note 6) (12,036,710) (1,580,163) (601,685) (4,207,951) - (18,426,509) Administrative expense (Note 1) (155,514) (20,084) (23,795) (41,694) - (241,087) Election of redistribution of participants' equity among funds (Note 1) (6,103,022) 1,544,236 691,667 4,392,201 (525,082) - Participants loan activity (Note 3) (934,468) (126,614) (62,957) (601,219) 1,725,258 - Rollovers and other 44,162 - (323) - - 44,162 ------------ ----------- ----------- ----------- ----------- ------------ (19,185,552) (182,625) 3,230 (458,663) 1,200,176 (18,623,434) ------------ ----------- ----------- ----------- ----------- ------------ Net increase 70,347,270 9,437,663 1,657,330 5,342,176 1,726,531 88,510,970 PARTICIPANTS' EQUITY - beginning of year 128,910,790 23,271,948 6,369,789 32,537,293 5,575,225 196,665,045 ------------ ----------- ----------- ----------- ----------- ------------ PARTICIPANTS' EQUITY - end of year $199,258,060 $32,709,611 $ 8,027,119 $37,879,469 $ 7,301,756 $285,176,015 ============ =========== =========== =========== =========== ============ The accompanying notes are an integral part of these statements.
PAGE OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND DEFERRAL INVESTMENT PLAN STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (Continued) 1 9 9 1 ---------------------------------------------------------------------------- Loans to Company Managed Indexed Fixed Partici- Stock Equity Equity Income pants Fund Fund Fund Fund (Note 3) Total ---------- --------- --------- --------- --------- --------- INVESTMENT INCOME (Note 2): Interest $ 35,437 $ - $ - $ - $ - $ 35,437 Net interest in master trust investment income 730 6,887,153 1,364,693 2,430,613 - 10,683,189 Interest on loans to participants (Note 3) - - - - 437,414 437,414 Realized gain on disposition of investments (Note 4) 5,307,879 - - - - 5,307,879 Change in unrealized appreciation of investment in Owens-Corning Fiberglas Corporation common stock (Note 5) 33,098,650 - - - - 33,098,650 ------------ ----------- ----------- ------------------------------------- 38,442,696 6,887,153 1,364,693 2,430,613 437,414 49,562,569 ------------ ----------- ----------- ----------- ----------- ------------ CONTRIBUTIONS (Notes 1 and 6): Participants 6,731,734 2,630,849 801,818 3,504,886 - 13,669,287 Owens-Corning Fiberglas Corporation 6,157,263 - - - - 6,157,263 ------------ ----------- ----------- ----------- ----------- ------------ 12,888,997 2,630,849 801,818 3,504,886 - 19,826,550 ------------ ----------- ----------- ----------- ----------- ------------ OTHER: Distributions to participants (Note 6) (7,560,898) (851,790) (304,886) (1,285,899) - (10,003,473) Administrative expense (Note 1) (137,696) (15,548) (16,596) (60,400) - (230,240) Election of redistribution of participants' equity among funds (Note 1) (5,996,722) 1,068,553 463,873 4,892,115 (427,819) - Participants loan activity (Note 3) (670,300) (174,123) (50,617) (815,168) 1,710,208 - Rollovers and other 34,122 - - - - 34,122 ------------ ----------- ----------- ----------- ----------- ------------ (14,331,494) 27,092 91,774 2,730,648 1,282,389 (10,199,591) ------------ ----------- ----------- ----------- ----------- ------------ Net increase 37,000,199 9,545,094 2,258,285 8,666,147 1,719,803 59,189,528 PARTICIPANTS' EQUITY - beginning of year 91,910,591 13,726,854 4,111,504 23,871,146 3,855,422 137,475,517 ------------ ----------- ----------- ----------- ----------- ------------ PARTICIPANTS' EQUITY - end of year $128,910,790 $23,271,948 $ 6,369,789 $32,537,293 $ 5,575,225 $196,665,045 ============ =========== =========== =========== =========== ============ The accompanying notes are an integral part of these statements.
PAGE OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND DEFERRAL INVESTMENT PLAN NOTES TO FINANCIAL STATEMENTS (1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES Operations of the Plan - - ---------------------- The Owens-Corning Fiberglas Corporation Savings and Deferral Investment Plan (the Plan) principally benefits salaried employees of Owens-Corning Fiberglas Corporation (the Company) and certain designated subsidiaries. An eligible employee may elect to enroll in the Plan as of the beginning of any calendar month after date of hire. Administrative expenses of the Plan are charged to the Plan and include professional fees, accounting and other administrative expenses. The following descriptions of the Plan provide only general information. Participants should refer to the Plan agreement for a more complete description of the Plan provisions. Plan Contributions - - ------------------ Participants may contribute up to 15% of their base pay to the Plan. All or a portion of the participants' contributions may be designated at the participants' option as deferred income which, pursuant to Section 401(k) of the Internal Revenue Code, is not subject to Federal income tax until such amounts are distributed to the participants. The Plan requires participant contributions to be remitted to the plan's trustee, Citibank N.A., New York, (the Trustee) on a monthly basis. The Company contributes a 50% matching contribution for participant contributions up to 10% of base salary. The Company may, at its option, make Company contributions in the form of cash or shares of common stock of the Company which are valued at the market value of the shares on the date of contribution. Contributions are remitted to the Trustee on or before the last day of the month following employee contributions. The Company satisfied a portion of its plan liability through contributions of common stock of the Company. These contributions totaled 14,218 shares valued at $560,000 in 1993, 45,628 shares valued at $1,526,000 in 1992 and 25,697 shares valued at $514,000 in 1991. Plan Investment Options - - ----------------------- Each participant elects to have his contribution invested in 10% increments among the investment funds made available under the Plan. Currently, the following four investment funds are available to participants: Company Stock Fund - - ------------------ Consists primarily of investments in Owens-Corning Fiberglas Corporation common stock. Managed Equity Fund - - ------------------- Presently invested primarily in shares of the Acorn Fund, Inc., which invests principally in common stocks, but may also include securities convertible into common stocks and equity securities of a class different than common stock. Indexed Equity Fund - - ------------------- Presently invested primarily in a group trust maintained by Wells Fargo Bank, N.A. which consists of a portfolio of equity securities maintained to approximate the total rate of return of the securities of the companies whose stocks make up the Standard & Poors' Composite Index. Fixed Income Fund - - ----------------- Presently invests in insurance contracts, bond funds, money market funds and other instruments providing for the payment of interest at a fixed rate over a specified period. The return on this fund will be a blend of the various investments held by the fund. The income credited to each account is the prorated share of the income received by the fund. The Company contributions are invested only in Company common stock. The Trustee, at its sole discretion subject to any provisions in the trust agreement, may hold any portion of any contributions in cash which it considers necessary to meet anticipated disbursements. Participants may change their investment options and contribution rate on a monthly basis and redistribute their account balances quarterly. Participants may discontinue their contributions to the Plan at any time. The number of employees with a portion of their account invested in each fund at December 31, 1993, was as follows: Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund - - -------- ------- ------- ------- 3,386 1,727 812 1,669 Basis of Accounting - - ------------------- The accompanying financial statements have been prepared on the accrual basis. Investments in the common stock of the Company are reported at quoted market value. Participants' withdrawal requests received by the plan administrator before yearend but not yet distributed to the participants are included as a component of participants' equity. Income Taxes - - ------------ The Internal Revenue Service has issued a determination letter dated March 31, 1989, stating that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code (the Code) and that the trust is exempt from taxation under Section 501(a) of the Code. In the opinion of the plan administrator, subsequent amendments have not affected the tax status of the Plan. Participants generally are not subject to Federal income tax on Company contributions or fund earnings until those amounts are distributed to them. Participants may elect to designate all or a portion of their contributions to the Plan as deferred income pursuant to Section 401(k) of the Code. This election permits the participants to exclude from gross taxable income for Federal tax purposes that portion of their contribution so designated until such time as it is withdrawn from the Plan. Proceedings in the Event of Plan Termination - - -------------------------------------------- Although it has not expressed any intent to do so, the Company has the right to terminate the Plan. In the event of termination or upon a permanent discontinuance of Company contributions, the equity of each participant not previously vested would fully vest. Participants would receive their contributions to the Plan as well as Company contributions to the Plan on their behalf and the earnings on those contributions. (2) INVESTMENTS Investments of the Plan are held in the Owens-Corning Fiberglas Corporation Savings Plans Master Trust (Master Trust) maintained by the Trustee for the Plan and another savings plan of the Company. Investments in the Company Stock Fund are separately identified to the Plan. Investments in the Managed Equity Fund, Indexed Equity Fund and Fixed Income Fund are commingled for investment purposes. The Plan has a proportionate claim on the net assets of the commingled funds and receives a proportionate share of the investment income of said funds. Following is a summary of the Master Trust financial statements for the commingled funds and the Plan's interest in net assets by fund as of and for the year ended December 31, 1993: Shares/ Current or Contract Contract Plan Value Cost Value Interest --------- ------ ----------- ---------- ASSETS: Investments- Managed Equity Fund: - - -------------------- Liquid Reserve Fund Commingled Employee Benefit Trust $ 46,338 $ 46,338 $ 46,338 .9339 Acorn Fund, Inc. 3,949,269 35,701,971 55,092,303 .9339 Accrued interest and dividends N/A N/A 152 .9342 Indexed Equity Fund: - - -------------------- Liquid Reserve Fund Commingled Employee Benefit Trust 145,997 145,997 145,997 .8919 Wells Fargo Bank, N.A. Index Equity Fund 99,753 7,338,028 10,271,060 .8919 Accrued interest and dividends N/A N/A 113 .8947 Fixed Income Fund: - - ------------------ Liquid Reserve Fund Commingled Employee Benefit Trust 329,678 329,678 329,678 .9119 Wells Fargo Money Market Fund 24,918,407 24,918,407 24,918,407 .9119 Wells Fargo 1-3 Year Government Bond Index Fund 175,715 8,665,141 8,545,379 .9119 Principal Mutual Life Insurance Company 12,133,667 N/A 12,133,667 .9119 Accrued interest and dividends N/A N/A 163,501 .9119 ------------ Net assets in Master Trust $111,646,595 ============ /TABLE
Managed Indexed Fixed Equity Equity Income Fund Fund Fund Total -------- -------- ------- ------- INVESTMENT INCOME: Interest $ 15,612 $ 5,024 $2,452,724 $ 2,473,360 Dividends 2,391,153 262,096 - 2,653,249 Realized gain on disposition of investments 315,289 - - 315,289 Change in unrealized appreciation of investments 9,357,478 648,373 (87,664) 9,918,187 ----------- -------- ---------- ----------- $12,079,532 $915,493 $2,365,060 $15,360,085 =========== ======== ========== =========== /TABLE Investments are reported at quoted market value in all funds except guaranteed investment contracts in the Fixed Income Fund which are valued at the contract value (Contract Value). Changes in unrealized appreciation and depreciation are reflected as changes in participants' equity. Purchase and sales are recorded on the trade date basis. Realized gain and loss on sale of investments is computed using average cost. (3) LOANS Loans may be made from the Plan to active participants. The total amount a participant may borrow is 50% of the participant's total vested account limited to the total of the participant's contributions designated as deferrals and related earnings. The minimum amount available for a loan is $1,000 and the maximum is $50,000, reduced for the highest loan balance outstanding in the prior 12 months. Loans advanced are repaid through regular payroll deductions with interest equal to the prime rate in effect at the time of the advance. Loans advanced between November 1, 1989 and December 31, 1990, are repaid with interest equal to the 5-year U.S. Treasury note rate in effect at the time of the advance plus 2%. The monthly loan payment cannot exceed 30% of the borrower's base pay. A loan can be requested for any reason. A borrower has from one to five years to repay the loan. Repayments of principal and interest are invested in one of the four investment funds in accordance with the borrower's election. (4) REALIZED GAIN/LOSS Gains or losses are realized when investments are sold. Cost of investments sold is determined on an average cost basis. Gains realized in the Company Stock Fund on the Company's common stock are summarized below: 1 9 9 3 1 9 9 2 1 9 9 1 ------- ------- ------- Proceeds $13,193,288 $6,153,187 $6,240,286 Cost 1,367,569 790,462 932,407 ----------- ---------- ---------- $11,825,719 $5,362,724 $5,307,879 =========== ========== ========== (5) UNREALIZED APPRECIATION/DEPRECIATION OF INVESTMENTS Unrealized appreciation/depreciation, equal to the difference between cost and quoted market value of investments, is recognized in determining the value of each fund except guaranteed investment contracts in the Fixed Income Fund which are carried at Contract Value. The change in unrealized appreciation/depreciation during each of the three years ended December 31, 1993, is set forth below. The balances for the Managed Equity Fund, Indexed Equity Fund and Fixed Income Fund are the commingled amounts in the Master Trust, while the Company Stock Fund amounts are specific to the Plan. See Note 2 for the Plan's ownership in the commingled funds.
Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund -------- -------- --------- ------- Unrealized appreciation (depreciation) at January 1, 1991 $ 66,787,780 $(1,370,827) $ 764,236 $ - Change in unrealized appreciation during 1991 33,098,650 6,479,245 1,214,792 - ------------ ----------- ---------- --------- Unrealized appreciation at December 31, 1991 99,886,430 5,108,418 1,979,028 - Change in unrealized appreciation (depreciation) during 1992 71,221,910 4,924,431 305,631 (32,107) ------------ ----------- ---------- --------- Unrealized appreciation (depreciation) at December 31, 1992 171,108,340 10,032,849 2,284,659 (32,107) Change in unrealized appreciation (depreciation) during 1993 33,204,266 9,357,478 648,373 (87,664) ------------ ----------- --------- -------- Unrealized appreciation (depreciation) at December 31, 1993 $204,312,606 $19,390,327 $2,933,032 $(119,771) ============ =========== ========== ========= /TABLE (6) VESTING, FORFEITURES AND DISTRIBUTIONS Company contributions and dividends thereon vest at the rate of 20% for each year of service by the participant with the Company. Employees with at least 5 years of service are fully vested in all Company contributions. Such amounts also become fully vested and immediately distributable upon the participant attaining 65 years of age, termination of the participant's employment due to retirement, disability or death, or involuntary termination of the participant's employment (other than for cause), termination of the Plan, or permanent discontinuance of the prescribed Company contributions to the Plan. Participants may at any time withdraw all or any part of the value of their contributions excluding contributions designated as deferrals; however, participants who voluntarily terminate or are terminated for cause will forfeit the nonvested portion of the Company contributions and related earnings which are applicable to the withdrawal. Forfeitures are applied to reduce subsequent Company contributions to the Plan. The market value forfeited by employees withdrawing from the Plan was $40,000 in 1993, $27,000 in 1992 and $34,000 in 1991. Prior to January 1, 1989, participants were not permitted to withdraw any part of the value of their contributions designated as deferrals or earnings thereon except in the event of termination of employment with the Company or upon proof of financial hardship deemed adequate by the plan administrator. Beginning January 1, 1989, earnings on deferred contributions made subsequent to December 31, 1988, may no longer be withdrawn due to hardship and participants may withdraw deferred contributions and earnings thereon upon attainment of age 59-1/2 years. Beginning January 1, 1990, Company contributions and earnings thereon cannot be withdrawn by participants, even if vested, unless terminated, retired or deceased. Participants may elect to receive their distribution from the Company Stock Fund in the form of cash or Company stock. These distributions totaled 224,734 shares of stock valued at $9,610,000 in 1993, 248,682 shares of stock valued at $6,855,000 in 1992 and 372,701 shares of stock valued at $5,299,000 in 1991. Participants' requests for withdrawals made prior to December 31, 1993, and subsequently paid were as follows: Company Stock Fund $1,220,512 Managed Equity Fund 399,466 Indexed Equity Fund 35,786 Fixed Income Fund 411,880 ---------- $2,067,644 ========== (7) UNIT VALUES As of January 1, 1993, the interest of each participant in the Company Stock Fund is represented by shares of Company stock and is represented by dollars for each of the other investment funds. Prior to January 1, 1993, the interest of each participant in the Company Stock Fund was represented by Company stock units and the interest of each participant in each of the other investment funds was represented by investment fund units. On each valuation date (month-end), the fund units were revalued by dividing the total market value of each fund as of the valuation date by the number of outstanding units for each fund as of the end of the prior month. Contributions and dividends received on Company stock were allocated to participants in units, the number of which was calculated by dividing the amount allocated to each participant by the investment fund's most recent unit valuation. Unit values used in the allocation of contributions, forfeitures, transfers and withdrawals to participants during 1992 follow: Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund --------- -------- ------- -------- January $ 8.8701 $3.8427 $3.6020 $2.5885 February 12.5860 3.9832 3.6462 2.6037 March 11.4144 3.9549 3.5761 2.6191 April 11.7930 3.8351 3.6789 2.6353 May 11.2078 3.8493 3.6953 2.6511 June 10.1203 3.7555 3.6397 2.6671 July 11.9134 3.8964 3.7884 2.6842 August 10.9934 3.8350 3.7106 2.6996 September 10.9534 3.9017 3.7538 2.7148 October 10.2443 4.1083 3.7670 2.7257 November 11.2055 4.3511 3.8952 2.7374 December 12.0423 4.5282 3.9409 2.7529 Unit values used in the allocation of contributions, forfeitures, transfers and withdrawals to participants during 1991 follow: Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund --------- ----------- --------- ------- January $ 7.2648 $2.6169 $2.9379 $2.3883 February 8.5212 2.8327 3.1358 2.4028 March 8.1879 2.9481 3.2099 2.4196 April 7.9840 3.0459 3.2337 2.4367 May 9.5364 3.1884 3.3731 2.4533 June 8.9103 3.0509 3.2204 2.4688 July 10.7931 3.1923 3.3696 2.4863 August 11.5437 3.3119 3.4583 2.5031 September 11.2941 3.3155 3.3904 2.5206 October 7.3728 3.4207 3.4383 2.5382 November 5.9082 3.3235 3.2953 2.5552 December 7.4992 3.6452 3.6712 2.5731 (8) SUBSEQUENT EVENT Subsequent to December 31, 1993, the market value of the Company's common stock decreased. This decrease caused a reduction of approximately 27% in the market value of the Company's common stock held by the Plan as of June 9, 1994. CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report, dated June 9, 1994, included in Owens-Corning Fiberglas Corporation Savings and Deferral Investment Plan's annual report on Form 11-K for the year ended December 31, 1993, into the Company's previously filed Registration Statement on Form S-8 (File Nos. 33-9986 and 33- 27209). Toledo, Ohio, June 29, 1994. SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 1993 OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND SECURITY PLAN OWENS-CORNING FIBERGLAS CORPORATION Fiberglas Tower Toledo, Ohio 43659 Commission File No. 1-3660 - - --------------------------------------------------------------- REQUIRED INFORMATION (a) Financial Statements. 1.Report of Independent Public Accountants 2.Statements of Participants' Equity - as of December 31, 1993 and 1992 3.Statements of Changes in Participants' Equity - for the years ended December 31, 1993, 1992 and 1991 4. Notes to Financial Statements (b) Exhibit. Consent of Arthur Andersen & Co. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND DEFERRAL INVESTMENT PLAN By/s/ Michael I. Miller --------------------- Michael I. Miller Chairman, Investment Review Committee DATED: June 30, 1994 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator, Owens-Corning Fiberglas Corporation Savings and Security Plan: We have audited the accompanying statements of participants' equity of the OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND SECURITY PLAN as of December 31, 1993 and 1992, and the related statements of changes in participants' equity for each of the three years in the period ended December 31, 1993. These financial statements are the responsibility of the plan administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the plan administrator, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the participants' equity of the Owens-Corning Fiberglas Corporation Savings and Security Plan as of December 31, 1993 and 1992, and the changes in its participants' equity for each of the three years in the period ended December 31, 1993, in conformity with generally accepted accounting principles. Toledo, Ohio, June 9, 1994. PAGE
OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND SECURITY PLAN STATEMENTS OF PARTICIPANTS' EQUITY AS OF DECEMBER 31, 1993 AND 1992 1 9 9 3 ---------------------------------------------------------- Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund Total --------- --------- --------- --------- --------- ASSETS: Investments (Notes 1, 2, 3 and 4): Short-term investments $ 138,062 $ - $ - $ - $ 138,062 Owens-Corning Fiberglas Corporation common stock, 402,693 shares at $44.375 per share (cost $11,531,843) (Note 7) 17,869,502 - - - 17,869,502 Investment in master trust collective funds - 3,644,995 1,126,239 4,061,874 8,833,108 Accrued interest income 206 - - - 206 Due from Owens-Corning Fiberglas Corporation (Note 1) 351,071 39,315 11,094 41,162 442,642 ----------- ----------- ----------- ----------- ----------- Total assets $18,358,841 $ 3,684,310 $ 1,137,333 $ 4,103,036 $27,283,520 =========== =========== =========== =========== =========== LIABILITIES (Notes 1 and 5): Accrued expenses $ 129,957 $ - $ - $ - $ 129,957 ----------- ----------- ----------- ----------- ----------- PARTICIPANTS' EQUITY (Notes 1 and 5) 18,228,884 3,684,310 1,137,333 4,103,036 27,153,563 ----------- ----------- ----------- ----------- ----------- Total liabilities and participants' equity $18,358,841 $ 3,684,310 $ 1,137,333 $ 4,103,036 $27,283,520 =========== =========== =========== =========== =========== The accompanying notes are an integral part of these statements.
PAGE OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND SECURITY PLAN STATEMENTS OF PARTICIPANTS' EQUITY AS OF DECEMBER 31, 1993 AND 1992 (Continued) 1 9 9 2 ---------------------------------------------------------- Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund Total --------- --------- --------- --------- --------- ASSETS: Investments (Notes 1, 2, 3 and 4): Short-term investments $ 97,873 $ - $ - $ - $ 97,873 Owens-Corning Fiberglas Corporation common stock, 312,899 shares at $36 per share (cost $7,693,226) 11,264,364 - - - 11,264,364 Investment in master trust collective funds - 1,953,166 794,194 2,656,698 5,404,058 Accrued interest income 266 - - - 266 Due from Owens-Corning Fiberglas Corporation (Note 1) 252,587 27,633 10,847 36,349 327,416 ----------- ----------- ----------- ----------- ----------- Total assets $11,615,090 $ 1,980,799 $ 805,041 $ 2,693,047 $17,093,977 =========== =========== =========== =========== =========== LIABILITIES (Notes 1 and 5): Accrued expenses $ 95,973 $ - $ - $ - $ 95,973 ----------- ----------- ----------- ----------- ----------- PARTICIPANTS' EQUITY (Notes 1 and 5) 11,519,117 1,980,799 805,041 2,693,047 16,998,004 ----------- ----------- ----------- ----------- ----------- Total liabilities and participants' equity $11,615,090 $ 1,980,799 $ 805,041 $ 2,693,047 $17,093,977 =========== =========== =========== =========== =========== PARTICIPANTS' UNITS (Note 6) 8,586,222 1,220,210 555,320 2,128,717 =========== =========== =========== =========== UNIT VALUES (Note 6) 1.3416 1.6233 1.4497 1.2651 =========== =========== =========== =========== The accompanying notes are an integral part of these statements.
PAGE OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 1 9 9 3 ---------------------------------------------------------- Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund Total --------- --------- --------- --------- --------- INVESTMENT INCOME (Notes 1, 2, 3 and 4): Interest $ 4,014 $ - $ - $ - $ 4,014 Net interest in master trust investment income - 741,576 91,369 180,056 1,013,001 Change in unrealized appreciation of investment in Owens-Corning Fiberglas Corporation common stock (Note 3) 2,766,520 - - - 2,766,520 ----------- ----------- ----------- ----------- ----------- 2,770,534 741,576 91,369 180,056 3,783,535 ----------- ----------- ----------- ----------- ----------- CONTRIBUTIONS (Notes 1 and 5): Participants 3,369,881 1,144,432 414,042 1,557,351 6,485,706 Owens-Corning Fiberglas Corporation 2,194,422 - - - 2,194,422 ----------- ----------- ----------- ----------- ----------- 5,564,303 1,144,432 414,042 1,557,351 8,680,128 ----------- ----------- ----------- ----------- ----------- OTHER: Distributions to participants (Note 5) (1,366,525) (250,355) (107,059) (470,393) (2,194,332) Election of redistribution of participants' equity among funds (Note 1) (171,299) 69,855 (59,598) 161,042 - Administrative expenses (Note 1) (87,246) (12,336) (6,462) (18,067) (124,111) Rollovers and other - 10,339 - - 10,339 ----------- ----------- ----------- ----------- ----------- (1,625,070) (182,497) (173,119) (327,418) (2,308,104) ----------- ----------- ----------- ----------- ----------- Net increase 6,709,767 1,703,511 332,292 1,409,989 10,155,559 PARTICIPANTS' EQUITY - beginning of year 11,519,117 1,980,799 805,041 2,693,047 16,998,004 ----------- ----------- ----------- ----------- ----------- PARTICIPANTS' EQUITY - end of year $18,228,884 $ 3,684,310 $ 1,137,333 $ 4,103,036 $27,153,563 =========== =========== =========== =========== =========== The accompanying notes are an integral part of these statements.
PAGE OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (Continued) 1 9 9 2 ---------------------------------------------------------- Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund Total --------- --------- --------- --------- --------- INVESTMENT INCOME (Notes 1, 2, 3 and 4): Interest $ 5,676 $ - $ - $ - $ 5,676 Net interest in master trust investment income - 325,944 51,336 134,525 511,805 Change in unrealized appreciation of investment in Owens-Corning Fiberglas Corporation common stock (Note 3) 3,325,111 - - - 3,325,111 ----------- ----------- ----------- ----------- ----------- 3,330,787 325,944 51,336 134,525 3,842,592 ----------- ----------- ----------- ----------- ----------- CONTRIBUTIONS (Notes 1 and 5): Participants 2,285,322 806,023 364,749 1,231,778 4,687,872 Owens-Corning Fiberglas Corporation 1,625,860 - - - 1,625,860 ----------- ----------- ----------- ----------- ----------- 3,911,182 806,023 364,749 1,231,778 6,313,732 ----------- ----------- ----------- ----------- ----------- OTHER: Distributions to participants (Note 5) (706,191) (134,470) (100,065) (269,573) (1,210,299) Election of redistribution of participants' equity among funds (Note 1) (63,329) 10,326 (33,033) 86,036 - Administrative expenses (Note 1) (54,317) (6,863) (4,689) (11,981) (77,850) ----------- ----------- ----------- ----------- ----------- (823,837) (131,007) (137,787) (195,518) (1,288,149) ----------- ----------- ----------- ----------- ----------- Net increase 6,418,132 1,000,960 278,298 1,170,785 8,868,175 PARTICIPANTS' EQUITY - beginning of year 5,100,985 979,839 526,743 1,522,262 8,129,829 ----------- ----------- ----------- ----------- ----------- PARTICIPANTS' EQUITY - end of year $11,519,117 $ 1,980,799 $ 805,041 $ 2,693,047 $16,998,004 =========== =========== =========== =========== =========== The accompanying notes are an integral part of these statements.
PAGE OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN PARTICIPANTS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 1993, 1992 AND 1991 (Continued) 1 9 9 1 ---------------------------------------------------------- Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund Total --------- --------- --------- --------- --------- INVESTMENT INCOME (Notes 1, 2, 3 and 4): Interest $ 5,821 $ - $ - $ - $ 5,821 Net interest in master trust investment income - 221,728 90,147 84,371 396,246 Change in unrealized appreciation of investment in Owens-Corning Fiberglas Corporation common stock (Note 3) 704,842 - - - 704,842 ----------- ----------- ----------- ----------- ----------- 710,663 221,728 90,147 84,371 1,106,909 ----------- ----------- ----------- ----------- ----------- CONTRIBUTIONS (Notes 1 and 5): Participants 1,587,360 503,731 291,143 953,628 3,335,862 Owens-Corning Fiberglas Corporation 1,136,943 - - - 1,136,943 ----------- ----------- ----------- ----------- ----------- 2,724,303 503,731 291,143 953,628 4,472,805 ----------- ----------- ----------- ----------- ----------- OTHER: Distributions to participants (Note 5) (380,564) (56,537) (48,835) (124,244) (610,180) Election of redistribution of participants' equity among funds (Note 1) (89,633) 4,812 (851) 85,672 - Administrative expenses (Note 1) (30,625) (4,033) (4,238) (6,084) (44,980) ----------- ----------- ----------- ----------- ----------- (500,822) (55,758) (53,924) (44,656) (655,160) ----------- ----------- ----------- ----------- ----------- Net increase 2,934,144 669,701 327,366 993,343 4,924,554 PARTICIPANTS' EQUITY - beginning of year 2,166,841 310,138 199,377 528,919 3,205,275 ----------- ----------- ----------- ----------- ----------- PARTICIPANTS' EQUITY - end of year $ 5,100,985 $ 979,839 $ 526,743 $ 1,522,262 $ 8,129,829 =========== =========== =========== =========== =========== The accompanying notes are an integral part of these statements.
PAGE OWENS-CORNING FIBERGLAS CORPORATION SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES Operation of the Plan --------------------- The Owens-Corning Fiberglas Corporation Savings and Security Plan (the Plan) which was adopted effective January 1, 1990, benefits designated groups of hourly employees of Owens-Corning Fiberglas Corporation (the Company) and certain subsidiaries. An eligible employee may elect to participate in the Plan on the first day of February or August by filing an election to participate by the 25th day of the preceding month. Six months of employment prior to the first day of February or August is required for eligibility. Administrative expenses of the Plan including professional fees, accounting fees and other administrative expenses are paid by the Plan or the Company at the discretion of the Company. The Company paid approximately 100% of administrative expenses in 1993, 50% in 1992 and 25% in 1991. The following descriptions of the Plan provide only general information. Participants should refer to the Plan agreement for a more complete description of the Plan provisions. Plan Contributions ------------------ Participants may contribute up to 15% of their base pay. All or a portion of the participants' contributions may be designated at the participants' option as deferred income which, pursuant to Section 401(k) of the Internal Revenue Code, is not subject to federal income tax until such amounts are distributed to the participants. The Plan requires participant contributions to be remitted to the Plan's trustee, Citibank N.A., New York, (the Trustee) on a monthly basis. The Company makes up to a 50% matching contribution for participant contributions up to 4% of the participant's base pay at certain plant locations. Effective January 1, 1992, the Plan was amended to provide a retirement contribution equal to 2% of eligible pay for participants who work at a plant or business unit where a pension plan is not available. The Company may, at its option, make Company contributions in the form of cash or shares of common stock of the Company which are valued at the market value of the shares on the fifteenth trading day of the month in which the contribution is to be made. Contributions are remitted to the Trustee on or before the last day of the month following employee contributions. No contributions in the form of shares of common stock were made in 1993, 1992 or 1991. Plan Investment Options ----------------------- Each participant elects to have his contribution invested in 10% increments among the investment funds made available under the Plan. Currently, the following four investment funds are available to participants: Company Stock Fund ------------------ Consists primarily of investments in Owens-Corning Fiberglas Corporation common stock. Managed Equity Fund ------------------- Presently invested primarily in shares of the Acorn Fund, Inc., which invests principally in common stocks, but may also include securities convertible into common stocks and equity securities of a class different than common stock. Indexed Equity Fund ------------------- Presently invested primarily in a group trust maintained by Wells Fargo Bank, N.A. which consists of a portfolio of equity securities maintained to approximate the total rate of return of the securities of the companies whose stocks make up the Standard & Poor's Composite Index. Fixed Income Fund ----------------- Presently invests in insurance contracts and other instruments providing for the payment of interest at a fixed rate over a specified period. The return on this fund will be a blend of the various investments held by the fund. The income credited to each account is the prorated share of the income received by the fund. The Company contributions are invested only in Company common stock. The Trustee, at its sole discretion subject to any provisions in the trust agreement, may hold any portion of any contributions in cash which it considers necessary to meet anticipated disbursements. Participants may change their investment options, contribution rate and redistribute their account balances twice a year. Participants may discontinue their contributions to the Plan at any time. The number of employees with a portion of their account invested in each fund at December 31, 1993, was as follows: Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund -------- -------- -------- -------- 5,406 1,446 828 1,693 Basis of Accounting ------------------- The accompanying financial statements have been prepared on the accrual basis. Investments in the common stock of the Company are reported at quoted market value. Participants' withdrawal requests received by the plan administrator before yearend but not yet distributed to the participants are included as a component of participants' equity. Income Taxes ------------ The Plan administrator intends to request a determination letter from the Internal Revenue Service stating that the Plan meets the requirements of Section 401(a) of the Internal Revenue Code (the Code) and that the trust is exempt from taxation under Section 501(a) of the Code. The Plan administrator believes that the Plan meets the Internal Revenue Service requirements. Participants in plans that meet the requirements of the Code generally are not subject to Federal income tax on Company contributions or fund earnings until those amounts are distributed to them. Participants may elect to designate all or a portion of their contributions to the Plan as deferred income pursuant to Section 401(k) of the Code. This election permits the participants to exclude from gross taxable income for Federal tax purposes that portion of their contribution so designated until such time as it is withdrawn from the Plan. Proceedings in the Event of Plan Termination -------------------------------------------- Although it has not expressed any intent to do so, the Company has the right to terminate the Plan. In the event of termination or upon a permanent discontinuance of Company contributions, the equity of each participant not previously vested would fully vest. Participants would receive their contributions to the Plan as well as Company contributions to the Plan on their behalf and the earnings on those contributions. (2) INVESTMENTS ----------- Investments of the Plan are held in the Owens-Corning Fiberglas Corporation Savings Plans Master Trust (Master Trust) maintained by the Trustee for the Plan and another savings plan of the Company. Investments in the Company Stock Fund are separately identified to the Plan. Investments in the Managed Equity Fund, Indexed Equity Fund and Fixed Income Fund are commingled for investment purposes. The Plan has a proportionate claim on the net assets of the commingled funds and receives a proportionate share of the investment income of said funds. Following is a summary of the Master Trust financial statements for the commingled funds and the Plan's interest in net assets by fund as of and for the year ended December 31, 1993: Shares/ Current or Contract Contract Plan Value Cost Value Interest --------- --------- ---------- --------- ASSETS: Investments- Managed Equity Fund: -------------------- Liquid Reserve Fund Commingled Employee Benefit Trust $ 46,338 $ 46,338 $ 46,338 .0661 Acorn Fund, Inc. 3,949,269 35,701,971 55,092,303 .0661 Accrued interest and dividends N/A N/A 152 .0658 Indexed Equity Fund: -------------------- Liquid Reserve Fund Commingled Employee Benefit Trust 145,997 145,997 145,997 .1081 Wells Fargo Bank, N.A. Index Equity Fund 99,753 7,338,028 10,271,060 .1081 Accrued interest and dividends N/A N/A 113 .1053 Fixed Income Fund: ------------------ Liquid Reserve Fund Commingled Employee Benefit Trust 329,678 329,678 329,678 .0881 Wells Fargo Money Market Fund 24,918,407 24,918,407 24,918,407 .0881 Wells Fargo 1-3 Year Government Bond Index Fund 175,715 8,665,141 8,545,379 .0881 Principal Mutual Life Insurance Company 12,133,667 N/A 12,133,667 .0881 Accrued interest and dividends N/A N/A 163,501 .0881 ------------ Net assets in Master Trust $111,646,595 ============ /TABLE
Managed Indexed Fixed Equity Equity Income Fund Fund Fund Total --------- --------- ---------- --------- INVESTMENT INCOME: Interest $ 15,612 $ 5,024 $ 2,452,724 $ 2,473,360 Dividends 2,391,153 262,096 - 2,653,249 Realized gain on disposition of investments 315,289 - - 315,289 Change in unrealized appreciation (depreciation) of investments 9,357,478 648,373 (87,664) 9,918,187 ----------- ----------- ----------- ----------- $12,079,532 $ 915,493 $ 2,365,060 $15,360,085 =========== =========== =========== =========== /TABLE Investments are reported at quoted market value in all funds except guaranteed investment contracts in the Fixed Income Fund which are valued at the contract value (Contract Value). Changes in unrealized appreciation and depreciation are reflected as changes in participants' equity. Purchase and sales are recorded on the trade date basis. Realized gain and loss on sale of investments is computed using average cost. (3) UNREALIZED APPRECIATION/DEPRECIATION OF INVESTMENTS Unrealized appreciation/depreciation, equal to the difference between cost and quoted market value of investments, is recognized in determining the value of each fund except for certain investments in the Fixed Income Fund which are carried at Contract Value. The change in unrealized appreciation/depreciation during each of the three years ended December\31, 1993, is set forth below. The balances for the Managed Equity Fund, Indexed Equity Fund and Fixed Income Fund are the commingled amounts in the Master Trust, while the Company Stock Fund amounts are specific to the Plan. See Note 2 for the Plan's ownership in the commingled funds.
Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund --------- --------- ---------- --------- Unrealized appreciation (depreciation) at January 1, 1991 $ (458,815)$(1,370,827) $ 764,236 $ - Change in unrealized appreciation (depreciation) during 1991 704,842 6,479,245 1,214,792 - ----------- ----------- ----------- ----------- Unrealized appreciation at December 31, 1991 246,027 5,108,418 1,979,028 - Change in unrealized appreciation (depreciation) during 1992 3,325,111 4,924,341 305,631 (32,107) ----------- ----------- ----------- ----------- Unrealized appreciation (depreciation) at December 31, 1992 3,571,138 10,032,849 2,284,659 (32,107) Change in unrealized appreciation (depreciation) during 1993 2,766,520 9,357,478 648,373 (87,664) ----------- ----------- ----------- ----------- Unrealized appreciation (depreciation) at December 31, 1993 $ 6,337,658 $19,390,327 $ 2,933,032 $ (119,771) =========== =========== =========== =========== /TABLE (4) REALIZED GAINS/LOSSES Gains or losses are realized when investments are sold. (5) VESTING, FORFEITURES AND DISTRIBUTIONS Company contributions and earnings thereon vest at the rate of 20% on each year following date of hire by the participant with the Company. Employees with at least five years of service are fully vested in all Company contributions. Such amounts also become fully vested upon the participant attaining 65 years of age, termination of the participant's employment due to a permanent plant closing, retirement, disability or death, termination of the Plan, or permanent discontinuance of the prescribed Company contributions to the Plan. Such vested contributions and earnings thereon are automatically distributable upon attaining 65 years of age or death. If termination of employment occurs for any reason other than attaining 65 years of age or death, the participant's account will become distributable at 65 years of age or death unless an election for immediate distribution is filed within 90 days of termination with the Plan administrator. Participants may elect to withdraw all or any part of the value of their contributions excluding contributions designated as deferrals on a semi-annual basis. Withdrawals of deferrals may only be made upon proof of financial hardship deemed adequate by the Plan administrator. Upon attainment of age 59-1/2 years, participants may elect to withdraw deferrals and earnings thereon. Participants who voluntarily terminate or are terminated for cause will forfeit the nonvested portion of the Company contributions and related earnings which are applicable to the distribution. Forfeitures are applied to reduce subsequent Company contributions to the Plan. The market value forfeited by employees receiving distributions from the Plan was approximately $7,000 in 1993 and $6,000 in 1992 and $4,000 in 1991. Participants may elect to receive their distributions from the Company Stock Fund in the form of cash or Company stock. These distributions totaled 2,166 shares of stock valued at $90,000 in 1993, 1,753 shares of stock valued at $49,000 in 1992 and 2,405 shares of stock valued at $46,000 in 1991. Participants' requests for withdrawals made prior to December 31, 1993, and subsequently paid were as follows: Company Stock Fund $133,573 Managed Equity Fund 39,784 Indexed Equity Fund 7,716 Fixed Income Fund 31,048 --------- $212,121 ========= (6) UNIT VALUES As of January 1, 1993, the interest of each participant in the Company Stock Fund was represented by shares of Company stock and was represented by dollars for each of the other investment funds. Prior to January 1, 1993, the interest of each participant in the Company Stock Fund was represented by Company stock units and the interest of each participant in each of the other investment funds was represented by investment fund units. On each valuation date (month-end), the fund units were revalued by dividing the total market value of each fund as of the valuation date by the number of outstanding units for each fund as of the end of the prior month. Contributions and dividends received on Company stock were allocated to participants in units, the number of which was calculated by dividing the amount allocated to each participant by the investment fund's most recent unit valuation. Unit values used in the allocation of contributions, forfeitures, transfers and withdrawals to participants during 1992 are as follow:
Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund --------- --------- ---------- --------- January $0.9919 $1.3729 $1.3289 $1.1880 February 1.4006 1.4243 1.3466 1.1950 March 1.2733 1.4141 1.3204 1.2016 April 1.3143 1.3702 1.3589 1.2089 May 1.2499 1.3744 1.3642 1.2156 June 1.1292 1.3397 1.3419 1.2225 July 1.3274 1.3901 1.3969 1.2299 August 1.2223 1.3661 1.3647 1.2360 September 1.2177 1.3091 1.3804 1.2429 October 1.1404 1.4638 1.3849 1.2475 November 1.2441 1.5491 1.4304 1.2529 December 1.3385 1.6129 1.4466 1.2594 /TABLE Unit values used in the allocation of contributions, forfeitures, transfers and withdrawals to participants during 1991 follow:
Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund --------- --------- ---------- --------- January $0.8166 $0.9276 $1.0825 $1.0959 February 0.9572 1.0103 1.1643 1.1038 March 0.9188 1.0527 1.1925 1.1118 April 0.8935 1.0871 1.1938 1.1195 May 1.0673 1.1390 1.2485 1.1277 June 0.9979 1.0884 1.1899 1.1353 July 1.2064 1.1392 1.2449 1.1434 August 1.2917 1.1842 1.2773 1.1520 September 1.2639 1.1852 1.2558 1.1600 October 0.8305 1.2230 1.2699 1.1678 November 0.6628 1.1849 1.2155 1.1726 December 0.8412 1.3015 1.3565 1.1798 /TABLE (7) SUBSEQUENT EVENT Subsequent to December 31, 1993, the market value of the Company's common stock decreased. This decrease caused a reduction of approximately 27% in the market value of the Company's common stock held by the Plan as of June 9, 1994. CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report, dated June 9, 1994, included in Owens-Corning Fiberglas Corporation Savings and Security Plan's annual report on Form 11-K for the year ended December 31, 1993, into the Company's previously filed Registration Statement on Form S-8 (File No. 33-31687). Toledo, Ohio, June 29, 1994. -----END PRIVACY-ENHANCED MESSAGE-----