-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LtGzhxiIITpkyFuj3Azb4TspxOho5c3O0Qg6NAqDU8hnr3rwbkVgqdRMA0NdCg87 lOw1HNqcx5rgBgV2d0XqaQ== 0000075234-97-000009.txt : 19970630 0000075234-97-000009.hdr.sgml : 19970630 ACCESSION NUMBER: 0000075234-97-000009 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970627 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OWENS CORNING CENTRAL INDEX KEY: 0000075234 STANDARD INDUSTRIAL CLASSIFICATION: ABRASIVE ASBESTOS & MISC NONMETALLIC MINERAL PRODUCTS [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: 97631915 BUSINESS ADDRESS: STREET 1: OWENS CORNING WORLD HEADQUARTERS STREET 2: ONE OWENS CORNING PKWY CITY: TOLEDO STATE: OH ZIP: 43659 BUSINESS PHONE: 4192488000 MAIL ADDRESS: STREET 1: OWENS CORNING WORLD HEADQUARTERS STREET 2: ONE OWENS CORNING PARKWAY CITY: TOLEDO STATE: OH ZIP: 43659 FORMER COMPANY: FORMER CONFORMED NAME: OWENS CORNING FIBERGLAS CORP DATE OF NAME CHANGE: 19920703 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the Fiscal Year ended December 31, 1996 OWENS CORNING SAVINGS AND PROFIT SHARING PLAN OWENS CORNING One Owens Corning Parkway Toledo, Ohio 43659 Commission File No. 1-3660 - ------------------------------------------------------------- REQUIRED INFORMATION (a) Financial Statements. 1. Report of Independent Public Accountants 2. Statements of Net Assets Available for Benefits - as of December 31, 1996 and 1995 3. Statements of Changes in Net Assets Available for Benefits - for the years ended December 31, 1996 and 1995 4. Notes to Financial Statements 5. Supplemental Schedules: Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1996 Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1996 (b) Exhibit. Consent of Arthur Andersen LLP In accordance with the instruction to this Form 11-K, "plans subject to the Employee Retirement Income Security Act of 1974 ("ERISA") may file plan financial statements and schedules prepared in accordance with the financial reporting requirements of ERISA." As the Plan is subject to the filing requirements of ERISA, the aforementioned financial statements and schedules of the Plan have been prepared in accordance with such requirements. 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 SAVINGS AND PROFIT SHARING PLAN By /s/ Michael I. Miller Michael I. Miller Chairman, Investment Review Committee Dated: June 27, 1997 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator, Owens Corning Savings and Profit Sharing Plan: We have audited the accompanying statements of net assets available for benefits of the OWENS CORNING SAVINGS AND PROFIT SHARING PLAN as of December 31, 1996 and 1995, and the related statements of changes in net assets available for benefits for the years then ended. These financial statements and supplemental schedules are the responsibility of the plan administrator. Our responsibility is to express an opinion on these financial statements and supplemental schedules 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 net assets available for benefits of the Owens Corning Savings and Profit Sharing Plan as of December 31, 1996 and 1995, and the changes in its net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules of assets held for investment purposes as of December 31, 1996, and reportable transactions for the year ended December 31, 1996, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplemental information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The Fund Information in the statements of net assets available for benefits and the statements of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan benefits of each fund. The supplemental schedules and Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. ARTHUR ANDERSEN LLP Toledo, Ohio, May 15, 1997 -1- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1996 AND 1995 1 9 9 6 Supplemental Information By Fund ---------------------------------------------- Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund --------- --------- --------- --------- ASSETS: Investments (Notes 1, 2, 3, 4 and 5): Short-term investments $ 92,499 $ - $ - $ - Owens Corning common stock, 4,778,219 shares at $42.625 per share (cost $17,505,352) 203,671,585 - - - Investment in master trust collective funds - 65,666,620 17,532,463 34,128,808 Loans to participants - - - - Accrued interest on loans to participants (Note 3) - - - - Due from Owens Corning (Note 1) 3,883,509 631,454 218,525 410,550 Accrued interest income and other 299,863 - - - ------------ ------------ ------------ ------------ Total assets $207,947,456 $ 66,298,074 $17,750,988 $ 34,539,358 ============ ============ ============ ============ LIABILITIES (Notes 1 and 6): Accounts payable to brokers and others $ - $ - $ - $ - ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS (Notes 1 and 6) 207,947,456 66,298,074 17,750,988 34,539,358 ------------ ------------ ------------ ------------ Total liabilities and net assets available for benefits $207,947,456 $ 66,298,074 $ 17,750,988 $ 34,539,358 ============ ============ ============ ============
The accompanying notes are an integral part of these statements. -2- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1996 AND 1995 (Continued) 1 9 9 6 Supplemental Information By Fund ----------------------------------------------- Inter- Loans to Balanced national partici- Fund Fund pants Total --------- --------- --------- -------- ASSETS: Investments (Notes 1, 2, 3, 4 and 5): Short-term investments $ - $ - $ - $ 92,499 OWENS CORNING common stock, 4,778,219 shares at $42.625 per share (cost $17,505,352) - - - 203,671,585 Investment in master trust collective funds 7,508,149 8,967,518 - 133,803,558 Loans to participants - - 7,860,536 7,860,536 Accrued interest on loans to participants (Note 3) - - 50,277 50,277 Due from Owens Corning (Note 1) 139,586 181,869 - 5,465,493 Accrued interest income and other - - - 299,863 ------------ ------------ ------------ ------------ Total assets $7,647,735 $9,149,387 $7,910,813 $351,243,811 ============ ============ ============ ============ LIABILITIES (Notes 1 and 6): Accounts payable to brokers and others $ - $ - $ - $ - ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS (Notes 1 and 6) 7,647,735 9,149,387 7,910,813 351,243,811 ------------ ------------ ------------ ------------ Total liabilities and net assets available for benefits $7,647,735 $9,149,387 $7,910,813 $351,243,811 ============ ============ ============ ============
The accompanying notes are an integral part of these statements. -3- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1996 AND 1995 1 9 9 5 Supplemental Information By Fund ---------------------------------------------- Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund --------- --------- --------- --------- ASSETS: Investments (Notes 1, 2, 3, 4 and 5): Short-term investments $ 61,477 $ - $ - $ - Owens Corning common stock, 4,853,852 shares at $44.875 per share (cost $18,919,524) 217,816,609 - - - Investment in master trust collective funds - 51,678,083 13,200,137 35,669,782 Loans to participants - - - - Accrued interest on loans to participants (Note 3) - - - - Due from Owens Corning (Note 1) 573,722 1,420 435 4,233 Accrued interest income and other 198,013 - - - ------------ ------------ ------------ ------------ Total assets $218,649,821 $ 51,679,503 $ 13,200,572 $35,674,015 ============ ============ ============ ============ LIABILITIES (Notes 1 and 6): Accounts payable to brokers and others $ 104,000 $ - $ - $ - ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS (Notes 1 and 6) 218,545,821 51,679,503 13,200,572 35,674,015 ------------ ------------ ------------ ------------ Total liabilities and net assets available for benefits $218,649,821 $ 51,679,503 $ 13,200,572 $ 35,674,015 ============ ============ ============ ============
The accompanying notes are an integral part of these statements. -4- SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1996 AND 1995 (Continued) 1 9 9 5 Supplemental Information By Fund ------------------------------------------ Inter- Loans to Balanced national partici- Fund Fund pants Total --------- --------- --------- --------- ASSETS: Investments (Notes 1, 2, 3, 4 and 5): Short-term investments $ - $ - $ - $ 61,477 OWENS CORNING common stock, 4,853,852 shares at $44.875 per share (cost $18,919,524) - - - 217,816,609 Investment in master trust collective funds 4,727,818 4,818,712 - 110,094,532 Loans to participants - - 7,338,641 7,338,641 Accrued interest on loans to participants (Note 3) - - 44,962 44,962 Due from Owens Corning (Note 1) 152 721 - 580,683 Accrued interest income and other - - - 198,013 ------------ ------------ ---------- -- --------- Total assets $ 4,727,970 $ 4,819,433 $7,383,603 $336,134,917 ============ =========== ========== ============ LIABILITIES (Notes 1 and 6): Accounts payable to brokers and others$ - $ - $ - $ 104,000 ------------ ----------- ---------- ------------ NET ASSETS AVAILABLE FOR BENEFITS (Notes 1 and 6) 4,727,970 4,819,433 7,383,603 336,030,917 ------------ ----------- ---------- ------------ Total liabilities and net assets available for benefits $ 4,727,970 $ 4,819,433 $7,383,603 $336,134,917 ============ =========== ========== ============
The accompanying notes are an integral part of these statements. -5- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 1 9 9 6 Supplemental Information By Fund ------------------------------------------------ Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund --------- --------- --------- --------- INVESTMENT INCOME (Notes 2, 3, 4, and 5): Interest $ 615,360 $ - $ - $ - Net interest in master trust investment income - 11,781,469 3,156,355 1,940,944 Interest on loans to participants - - - - Realized gain on disposition of investments 2,232,989 - - - Unrealized appreciation (depreciation) of investment in Owens Corning common stock (12,730,852) - - - ------------ ------------ ---------- ---------- (9,882,503) 11,781,469 3,156,355 1,940,944 ------------ ------------ ---------- ---------- CONTRIBUTIONS (Notes 1 and 6): Participants 7,082,324 5,156,622 1,582,305 2,285,184 Owens Corning 9,526,023 631,394 218,620 411,652 ------------ ------------ ---------- ---------- 16,608,347 5,788,016 1,800,925 2,696,836 ------------ ------------ ---------- ----------
The accompanying notes are an integral part of these statements. -6- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 (Continued) 1 9 9 6 Supplemental Information By Fund --------------------------------------------- Inter- Loans to Balanced national Partici- Fund Fund pants Total --------- --------- --------- -------- INVESTMENT INCOME (Notes 2, 3, 4, and 5): Interest $ - $ - $ - $ 615,360 Net interest in master trust investment income 866,874 1,166,106 - 18,911,748 Interest on loans to participants - - 584,279 584,279 Realized gain on disposition of investments - - - 2,232,989 Unrealized appreciation (depreciation) of investment in Owens Corning common stock - - - (12,730,852) ---------- ---------- --------- ----------- 866,874 1,166,106 584,279 9,613,524 ---------- ---------- --------- ----------- CONTRIBUTIONS (Notes 1 and 6): Participants 1,071,325 1,440,702 - 18,618,462 Owens Corning 139,489 180,522 - 11,107,700 ---------- ---------- --------- ----------- 1,210,814 1,621,224 - 29,726,162 ---------- ---------- --------- -----------
The accompanying notes are an integral part of these statements. -7- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 (Continued) 1 9 9 6 Supplemental Information By Fund ----------------------------------------------------------- Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund ------------ ------------ ------------------------ OTHER: Distributions to participants (Note 6) (14,649,217) (4,247,780) (1,421,540) (4,505,367) Administrative expense (Note 1) (213,908) (46,720) (28,763) (30,138) Election of redistribution among funds (Note 1) (2,414,682) 1,030,788 822,378 (2,540,575) Participants loan activity (Note 3) 189 2,107 125,427 (412,598) Rollovers and other (46,591) 310,691 95,634 1,716,241 ------------ ---------- ---------- ---------- (17,324,209) (2,950,914) (406,864) (5,772,437) ------------ ---------- ---------- ---------- Net increase (decrease) (10,598,365) 14,618,571 4,550,416 (1,134,657) ------------ ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 218,545,821 51,679,503 13,200,572 35,674,015 ------------ ---------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS - end of year $207,947,456 $66,298,074 $17,750,988 $34,539,358 ============ =========== =========== ===========
The accompanying notes are an integral part of these statements. -8- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 (Continued) 1 9 9 6 Supplemental Information By Fund --------------------------------------------------- Inter- Loans to Balanced national Partici- Fund Fund pants Total ------------ --------- --------- --------- OTHER: Distributions to participants (Note 6) (646,288) (477,146) (206,835) (26,154,173) Administrative expense (Note 1) (9,923) (10,279) - (339,731) Election of redistribution among funds (Note 1) 1,162,198 1,939,893 - - Participants loan activity (Note 3) 67,145 67,964 149,766 - Rollovers and other 268,945 22,192 - 2,367,112 --------- --------- -------- ----------- 842,077 1,542,624 (57,069) (24,126,792) --------- --------- -------- ----------- Net increase (decrease) 2,919,765 4,329,954 527,210 15,212,894 --------- --------- -------- ----------- NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 4,727,970 4,819,433 7,383,603 336,030,917 --------- --------- --------- ----------- NET ASSETS AVAILABLE FOR BENEFITS - end of year $7,647,735 $9,149,387 $7,910,813 $351,243,811 ========== ========== ========== ============
The accompanying notes are an integral part of these statements. -9- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 1 9 9 5 Supplemental Information By Fund -------------------------------------------------- Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund ------------- ---------- -------------- --------- INVESTMENT INCOME (Notes 2, 3, 4, and 5): Interest $ 33,575 $ - $ - $ - Net interest in master trust investment income - 8,406,877 3,232,482 3,517,377 Interest on loans to participants - - - - Realized gain on disposition of investments 5,697,681 - - - Unrealized appreciation (depreciation) of investment in Owens Corning common stock 59,462,361 - - - ------------ ------------ ------------ ----------- 65,193,617 8,406,877 3,232,482 3,517,377 ------------ ------------ ------------ ----------- CONTRIBUTIONS (Notes 1 and 6): Participants 7,374,146 4,407,123 1,105,936 2,319,130 Owens Corning 7,900,648 - - - ------------ ------------ ------------ ----------- 15,274,794 4,407,123 1,105,936 2,319,130 ------------ ------------ ------------ -----------
The accompanying notes are an integral part of these statements. -10- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 (Continued) 1 9 9 5 Supplemental Information By Fund --------------------------------------------- Inter- Loans to Balanced national Partici- Fund Fund pants Total --------- --------- --------- --------- INVESTMENT INCOME (Notes 2, 3, 4, and 5): Interest $ - $ - $ - $ 33,575 Net interest in master trust investment income 558,816 292,659 - 16,008,211 Interest on loans to participants - - 482,859 482,859 Realized gain on disposition of investments - - - 5,697,681 Unrealized appreciation (depreciation) of investment in Owens Corning common stock - - - 59,462,361 ---------- --------- --------- ----------- 558,816 292,659 482,859 81,684,687 ---------- --------- --------- ----------- CONTRIBUTIONS (Notes 1 and 6): Participants 594,328 899,628 - 16,700,291 Owens Corning - - - 7,900,648 ---------- --------- --------- ----------- 594,328 899,628 - 24,600,939 ---------- --------- --------- -----------
The accompanying notes are an integral part of these statements. -11- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 (Continued) 1 9 9 5 Supplemental Information By Fund -------------------------------------------------- Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund ----------- ---------- ---------- ---------- OTHER: Distributions to participants (Note 6) (25,279,565) (4,826,481) (833,771) (5,343,361) Administrative expense (Note 1) (201,627) (38,375) (19,792) (26,852) Election of redistribution among funds (Note 1) (9,120,567) 1,163,173 1,147,187 2,884,532 Participants loan activity (Note 3) 229,838 76,868 38,382 (100,303) Rollovers and other 234,836 158,333 19,208 263,667 ----------- ---------- --------- ---------- (34,137,085) (3,466,482) 351,214 (2,322,317) ----------- ---------- --------- ---------- Net increase (decrease) 46,331,326 9,347,518 4,689,632 3,514,190 ----------- ---------- --------- ---------- NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 172,214,495 42,331,985 8,510,940 32,159,825 ----------- ---------- --------- ---------- NET ASSETS AVAILABLE FOR BENEFITS - end of year $218,545,821 $51,679,503 $13,200,572 $35,674,015 ============ =========== =========== ===========
The accompanying notes are an integral part of these statements. -12- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995 (Continued) 1 9 9 5 Supplemental Information By Fund --------------------------------------------------- Inter- Loans to Balanced national Partici- Fund Fund pants Total ------------ --------- --------- --------- OTHER: Distributions to participants (Note 6) (175,427) (197,636) (117,253) (36,773,494) Administrative expense (Note 1) (7,251) (7,551) - (301,448) Election of redistribution among funds (Note 1) 2,156,188 1,769,487 - - Participants loan activity (Note 3) 40,112 81,642 (366,539) - Rollovers and other 152,458 8,527 - 837,029 ----------- --------- --------- ----------- 2,166,080 1,654,469 (483,792) (36,237,913) ----------- --------- --------- ----------- Net increase (decrease) 3,319,224 2,846,756 (933) 70,047,713 ----------- --------- --------- ----------- NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 1,408,746 1,972,677 7,384,536 265,983,204 ----------- --------- --------- ----------- NET ASSETS AVAILABLE FOR BENEFITS - end of year $ 4,727,970 $ 4,819,433 $ 7,383,603 $336,030,917 =========== =========== =========== ============ The accompanying notes are an integral part of these statements. -13- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES Operations of the Plan - ---------------------- The Owens Corning Savings and Profit Sharing Plan (the Plan) principally benefits salaried employees of Owens Corning and certain designated subsidiaries (the Company). 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 Plan provides a retirement contribution of up to 4% of eligible pay for participants who work at a plant or business unit where a defined benefit pension plan is not available. Effective January 1, 1996 the plan was amended to change the Company's matching contribution percentage from 50% to 35% of participants contribution up to 10% of base salary. Beginning with the 1996 plan year the Company may at its discretion, make an Annual Profit Sharing Contribution to the plan. One-half of the Company's Annual Profit Sharing Contribution, if any, will be invested exclusively in Company stock. The Company made a 1996 profit sharing contribution for approximately $5 million, included as due from Owens Corning in the financial statements. 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 21,971 shares valued at $945,000 in 1996 and 21,125 shares valued at $822,000 in 1995. -14- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES (Continued) Plan Investment Options - ----------------------- Each participant elects to have his contribution invested in increments among the investment funds made available under the Plan. Currently, the following six investment funds are available to participants: Company Stock Fund - ------------------ Consists primarily of investments in Owens Corning common stock. Managed Equity Fund - ------------------- Presently invested primarily in shares of the Acorn Fund, Inc., which invests principally in domestic and foreign 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 invested primarily in the Pacific Investment Management Company (PIMCO) Low Duration Fund, which invests in a variety of short-term securities such as bonds, notes and debentures, having a maturity of no longer than three years. Balanced Fund - ------------- Presently invested primarily in the Dodge & Cox Balanced Fund, which invests in both debt and equity securities. International Fund - ------------------ Presently invested primarily in the Templeton Group Foreign Fund, which invests in stocks and debt securities of companies and governments outside the United States. The Company matching 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. Company contributions under the retirement contribution are invested as participants direct among the Plan's investment funds. -15- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES (Continued) Participants may change their investment options and contribution rate on a monthly basis and redistribute their account balances monthly. 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, 1996, was as follows:
Company Managed Indexed Fixed Inter- Stock Equity Equity Income Balanced national Fund Fund Fund Fund Fund Fund - ---------------- -------- -------- -------- -------- 3,354 1,961 1,106 1,448 635 832
Basis of Accounting - ------------------- The accompanying financial statements have been prepared on the accrual basis. Investments are reported at quoted market value. Participants' withdrawal requests received by the plan administrator before year end but not yet distributed to the participants are included as a component of net assets available for benefits. Use of Estimates - ---------------- The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Future events could alter such estimates. Income Taxes - ------------ The Internal Revenue Service (IRS) has issued a determination letter dated March 27, 1996, 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. 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, subject to certain limitations, until such time as it is withdrawn from the Plan. -16- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) 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 Plan accounts of each participant not previously vested would fully vest. Participants would, in accordance with the terms of the Plan, 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 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, Fixed Income Fund, Balanced Fund, and International 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 statement for the commingled funds and the Plan's interest in net assets by fund as of and for the year ended December 31, 1996: -17- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Shares/ Current or Contract Contract Plan Value Cost Value Interest -------- -------- -------- -------- ASSETS: Investments- Managed Equity Fund: - -------------------- Liquid Reserve Fund Commingled Employee Benefit Trust $ 184,025 $ 184,025 $ 184,025 .8649 Acorn Fund, Inc. 54,222,893 75,738,126 .8649 Accrued interest and dividends 742 .8652 ----------- $75,922,893 ----------- Indexed Equity Fund: - -------------------- Liquid Reserve Fund Commingled Employee Benefit Trust $ 65,026 $ 65,026 $65,026 .8578 Wells Fargo Bank, N.A. Index Equity Fund 13,310,265 20,373,963 .8578 Accrued interest and dividends 242 .8566 ----------- $20,439,231 ----------- Fixed Income Fund: - ------------------ Liquid Reserve Fund Commingled Employee Benefit Trust $ 992,195$ 992,195 $ 992,195 .8286 Pacific Investment Management Company Low Duration Fund 39,767,114 40,194,977 .8286 Accrued interest and dividends 453 .8278 ----------- $41,187,625 -----------
-18- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) Shares/ Current or Contract Contract Plan Value Cost Value Interest -------- -------- ---------- -------- Balanced Fund - ------------- Liquid Reserve Fund Commingled Employee Benefit Trust $ 42,120 $ 42,120 $42,120 .9110 Dodge & Cox Balanced Fund 7,225,661 8,199,708 .9110 Accrued interest and dividends 144 .9097 ----------- $ 8,241,972 ----------- International Fund - ------------------ Liquid Reserve Fund Commingled Employee Benefit Trust $ 53,879 $ 53,879 $ 53,879 .8966 Templeton Foreign Fund 9,189,728 9,947,581 .8966 Accrued interest and dividends 195 .8969 ----------- $10,001,655 ----------- Net assets in Master Trust $155,793,376
============ -19- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (2) INVESTMENTS (Continued) 1996 Managed Indexed Fixed Inter- Equity Equity Income Balanced national Fund Fund Fund Fund Fund Total -------- -------- -------- -------- -------- -------- INVESTMENT INCOME: Interest $ 17,992 $ 5,889 $ 433,054 $ 3,996 $ 5,213 $ 466,144 Dividends 1,091,874 11 2,165,279 326,261 388,748 3,972,173 Realized gain (loss) on disposition of investments 6,395,914 197,960 27,736 13,280 - 6,634,890 Change in unrealized appreciation of investments 5,983,269 3,452,952 (293,940) 598,795 899,812 10,640,888 ----------- ----------- ----------- ----------- ---------- ----------- $13,489,049 $3,656,812 $2,332,129 $ 942,332 $1,293,773 $21,714,095 =========== =========== =========== =========== ========== =========== Plan interest .8734 .8631 .8323 .9199 .9013 =========== =========== =========== =========== ==========
-20- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (2) INVESTMENTS (Continued) 1995 Managed Indexed Fixed Inter- Equity Equity Income Balanced national Fund Fund Fund Fund Fund Total -------- -------- -------- -------- -------- -------- INVESTMENT INCOME: Interest $ 16,316 $ 4,477 $ 72,623 $ 2,788 $ 4,080 $ 100,284 Dividends 4,640,843 365 2,446,454 199,294 293,823 7,580,779 Realized gain (loss) on disposition of investments 511,398 8,103 (88,712) (96) - 430,693 Change in unrealized appreciation of investments 4,356,335 3,704,936 1,649,809 398,945 31,093 10,141,118 ----------- ----------- ----------- ---------- ---------- -- ---------- $9,524,892 $3,717,881 $4,080,174 $ 600,931 $ 328,996 $18,252,874 =========== =========== =========== ========== ========== ============= Plan interest .8826 .8694 .8621 .9299 .8896 =========== =========== =========== =========== ==========
-21- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (2) INVESTMENTS (Continued) Investments are reported at quoted market value in all funds in 1996 and 1995. Changes in unrealized appreciation are reflected as changes in net assets available for benefits. 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. The maximum amount available for a loan is the lessor of $50,000 or 50% of a participants vested accounts. The loan limit is 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 six investment funds in accordance with the borrower's election. (4) REALIZED GAINS/LOSSES 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 are summarized below: 1 9 9 6 1 9 9 5 ------------- ------------- Proceeds $15,311,319 $23,427,367 Cost 13,078,330 17,729,686 ------------ ------------ $2,232,989 $5,697,681 ============ ============
-22- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (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. The change in unrealized appreciation/depreciation during the years ended December 31, 1996 and 1995, is set forth below. The balances for the Managed Equity Fund, Indexed Equity Fund, Fixed Income Fund, Balanced Fund, and International 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 fund Company Managed Indexed Fixed Inter- Stock Equity Equity Income Balanced national Fund Fund Fund Fund Fund Fund ----------- ---------- ---------- --------- ---------- ----------- Unrealized appreci- ation (depreciation) at January 1, 1995 139,434,724 11,175,629 (94,192) (928,005) (23,694) (173,051) Change in unrealized appreciation (depre- ciation) during 1995 59,462,361 4,356,335 3,704,936 1,649,809 398,945 31,093 ----------- ---------- --------- --------- ------- -------- Unrealized appreciation (depreciation) at December 31, 1995 $198,897,085 $15,531,964 $3,610,744 $ 721,804 $375,251 $(141,958) Change in unrealized appreciation (depre- ciation) during 1996 (12,730,852) 5,983,269 3,452,952 (293,940) 598,795 899,812 ------------ ---------- ---------- ---------- ------- --------- Unrealized appreci- ation (depreciation) at December 31, 1996 186,166,233 21,515,233 7,063,696 427,864 974,046 757,854 =========== ========== ========= ======= ======= =========
-23- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (6) VESTING, FORFEITURES AND DISTRIBUTIONS Effective January 1, 1996 the plan was amended to provide a new vesting schedule whereby participants become 100% vested in Company contributions and earnings thereon after three years of completed service, however, employees with less than three years of service on the effective date will continue to vest at the rate of 20% per year until they reach three years of service at which time they will become 100% vested. 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 $60,000 in 1996 and $37,000 in 1995. 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, but, 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. Stock distributions totaled 228,503 shares of stock valued at $9,556,000 in 1996 and 617,254 shares of stock valued at $24,150,000 in 1995. Participants' requests for cash withdrawals made prior to December 31, 1996, and subsequently paid were as follows: Company Stock Fund $1,324,634 Managed Equity Fund 579,077 Indexed Equity Fund 216,266 Fixed Income Fund 275,294 Balanced Fund 34,670 International Fund 276,078 ---------- $2,706,019 ==========
Participants' requests for distributions in the form of Company stock made prior to December 31, 1996, and subsequently distributed were 17,190 shares of stock valued at $732,724. -24- OWENS CORNING SAVING AND PROFIT SHARING PLAN SCHEDULE I EIN: 34-4323452 PLAN: 004 Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1996 Current Identity of Issuer Description of Investment Cost Value ------------------ ------------------------- ------------- ------------ *Citibank, N.A. 92,499 shares of Liquid $ 92,499 $ 92,499 Reserve Fund Commingled Employee Benefit Trust *Owens Corning 4,778,219 shares of $ 17,505,352 $203,671,585 common stock * Participant loans $ 7,860,536 $ 7,860,536 *Citibank, N.A. Investment in master trust collective funds $ 107,211,798 $133,803,558 $ 132,670,185 $345,428,178
* Represents a party in interest -25- OWENS CORNING SAVING AND PROFIT SHARING PLAN SCHEDULE II EIN: 34-4323452 Plan: 004 Item 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 Party Involved Description of Asset Transactions Price - -------------- ----------------------- ------------ ----------- Citibank, N.A. Purchase of 12,898,339 62 $12,898,339 shares of Liquid Reserve Fund Commingled Employee Benefit Trust Citibank, N.A. Sale of 12,867,317 48 $ N/A Shares of Liquid Reserve Fund Commingled Employee Benefit Trust Owens Corning Purchase of 188,727 14 $ 7,502,907 shares of Owens Corning Common Stock Owens Corning Sale of 57,693 shares 9 $ N/A of Owens Corning Common Stock
Current Value at Sales Price Cost of Asset Transaction Date Net Gain/(Loss) - ----------- ------------- ---------------- --------------- $ N/A $ 12,898,339 $ 12,898,339 $ - $12,867,317 $ 12,867,317 $ 12,867,317 $ - $ N/A $ 7,502,907 $ 7,502,907 $ - $ 2,444,002 $ 211,013 $ 2,444,002 $ 2,232,989
EX-99 2 EXHIBIT 99 CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS As independent public accountants, we hereby consent to the incorporation by reference of our report, dated May 15, 1997, included in Owens Corning Savings and Profit Sharing Plan's annual report on Form 11-K for the year ended December 31, 1996, into the Company's previously filed Registration Statement on Form S-8 (File Nos. 33-31687 and 33-57886). ARTHUR ANDERSEN LLP Toledo, Ohio, June 27, 1997. -----END PRIVACY-ENHANCED MESSAGE-----