-----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, I6yDQ1wwbcgNT+xi4kNof1DGSvoIGRqCR7yH3i1P5A5OaHx7FN5Tnp2K8OOwxk7i +SslVu7OQNk1/MotzSGObQ== 0000075234-96-000014.txt : 19960625 0000075234-96-000014.hdr.sgml : 19960625 ACCESSION NUMBER: 0000075234-96-000014 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960624 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: 96584639 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 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, 1995 OWENS CORNING SAVINGS AND PROFIT SHARING PLAN OWENS CORNING Fiberglas Tower 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, 1995 and 1994 3. Statements of Changes in Net Assets Available for Benefits - for the years ended December 31, 1995, 1994 and 1993 4. Notes to Financial Statements 5. Supplemental Schedules: Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1995 Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1995 (b) Exhibit. Consent of Arthur Andersen LLP 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 20, 1996 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, 1995 and 1994, and the related statements of changes in net assets available for benefits for each of the three years in the period ended December 31, 1995. 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, 1995 and 1994, and the changes in its net assets available for benefits for each of the three years in the period ended December 31, 1995, 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, 1995, and reportable transactions for the year ended December 31, 1995, 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, June 10, 1996. -1- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1995 AND 1994 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. -2- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1995 AND 1994 (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. -3- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1995 AND 1994 (Continued) 1 9 9 4 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 $ 1,698,262 $ - $ - $ - Owens Corning common stock, 5,382,034 shares at $31.875 per share (cost $32,117,610) 171,552,334 - - - Investment in master trust collective funds - 42,333,889 8,512,989 32,161,424 Loans to participants - - - - Accrued interest on loans to participants (Note 3) - - - - Due from Owens Corning (Note 1) 576,583 1,119 157 2,338 Accrued interest income 2,545 - - - ------------ ------------ ------------ ------------ Total assets $173,829,724 $ 42,335,008 $ 8,513,146 $ 32,163,762 ============ ============ ============ ============ LIABILITIES (Notes 1 and 6): Accounts payable to brokers and others $ 1,615,229 $ 3,023 $ 2,206 $ 3,937 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS (Notes 1 and 6) 172,214,495 42,331,985 8,510,940 32,159,825 ------------ ------------ ------------ ------------ Total liabilities and net assets available for benefits $173,829,724 $ 42,335,008 $ 8,513,146 $ 32,163,762 ============ ============ ============ ============
The accompanying notes are an integral part of these statements. -4- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1995 AND 1994 (Continued) 1 9 9 4 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 $ - $ - $ - $ 1,698,262 Owens Corning common stock, 5,382,034 shares at $31.875 per share (cost $32,117,610) - - - 171,552,334 Investment in master trust collective funds 1,409,052 1,972,356 - 86,389,710 Loans to participants - - 7,343,828 7,343,828 Accrued interest on loans to participants (Note 3) - - 40,708 40,708 Due from Owens Corning (Note 1) 38 676 - 580,911 Accrued interest income - - - 2,545 ------------ ------------ ------------ ------------ Total assets $1,409,090 $ 1,973,032 $ 7,384,536 $267,608,298 ============ ============ ============ ============ LIABILITIES (Notes 1 and 6): Accounts payable to brokers and others $ 344 $ 355 $ - $ 1,625,094 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS (Notes 1 and 6) 1,408,746 1,972,677 7,384,536 265,983,204 ------------ ------------ ------------ ------------ Total liabilities and net assets available for benefits $1,409,090 $1,973,032 $ 7,384,536 $267,608,298 ============ ============ ============ ============
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, 1995, 1994 AND 1993 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. -6- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (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. -7- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (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. -8- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (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. -9- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued) 1 9 9 4 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 $ 27,954 $ - $ - $ - Net interest in master trust investment income - (3,692,796) 118,601 1,076,970 Interest on loans to participants - - - - Realized gain on disposition of investments 573,694 - - - Unrealized appreciation (depreciation) of investment in Owens Corning common stock (64,877,882) - - - ------------ ------------ ------------ ------------ (64,276,234) (3,692,796) 118,601 1,076,970 ------------ ------------ ------------ ------------ CONTRIBUTIONS (Notes 1 and 6): Participants 7,151,607 4,594,277 1,068,789 2,768,488 Owens Corning 7,581,076 - - - ------------ ------------ ------------ ------------ 14,732,683 4,594,277 1,068,789 2,768,488 ------------ ------------ ------------ ------------
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 YEAR ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued) 1 9 9 4 Supplemental Information By Fund ---------------------------------------------- Inter- Loans to Balanced national Partici- Fund Fund pants Total ----------- ----------- ----------- ----------- INVESTMENT INCOME (Notes 2, 3, 4, and 5): Interest $ - $ - $ - $ 27,954 Net interest in master trust investment income 17,996 (45,716) - (2,524,945) Interest on loans to participants - - 574,977 574,977 Realized gain on disposition of investments - - - 573,694 Unrealized appreciation (depreciation) of investment in Owens Corning common stock - - - (64,877,882) ------------ ------------ ------------ ------------ 17,996 (45,716) 574,977 (66,226,202) ------------ ------------ ------------ ------------ CONTRIBUTIONS (Notes 1 and 6): Participants 176,551 314,719 - 16,074,431 Owens Corning - - - 7,581,076 ------------ ------------ ------------ ------------ 176,551 314,719 - 23,655,507 ------------ ------------ ------------ ------------
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, 1995, 1994 AND 1993 (Continued) 1 9 9 4 Supplemental Information By Fund -------------------------------------------- Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund ------------ ------------ ------------ ------------ OTHER: Distributions to participants (Note 6) (16,876,670) (5,773,478) (887,705) (4,181,640) Administrative expense (Note 1) (188,089) (37,013) (26,603) (46,543) Election of redistribution among funds (Note 1) 12,217,557 (4,474,808) (1,073,655) (9,668,800) Participants loan activity (Note 3) 623,632 214,007 10,990 (98,546) Rollovers and other 116,831 4,978 10,766 290,799 ------------ ------------ ------------ ------------ (4,106,739) (10,066,314) (1,966,207) (13,704,730) ------------ ------------ ------------ ------------ Net increase (decrease) (53,650,290) (9,164,833) (778,817) (9,859,272) ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 225,864,785 51,496,818 9,289,757 42,019,097 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - end of year $172,214,495 $ 42,331,985 $ 8,510,940 $ 32,159,825 ============ ============ ============ ============
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, 1995, 1994 AND 1993 (Continued) 1 9 9 4 Supplemental Information By Fund -------------------------------------------- Inter- Loans to Balanced national Partici- Fund Fund pants Total ------------ ------------ ------------ ------------ OTHER: Distributions to participants (Note 6) (46,157) (6,370) (713,182) (28,485,202) Administrative expense (Note 1) (3,441) (3,554) - (305,243) Election of redistribution among funds (Note 1) 1,226,196 1,663,360 110,150 - Participants loan activity (Note 3) 37,601 50,194 (837,878) - Rollovers and other - 44 - 423,418 ------------ ------------ ------------ ------------ 1,214,199 1,703,674 (1,440,910) (28,367,027) ------------ ------------ ------------ ------------ Net increase (decrease) 1,408,746 1,972,677 (865,933) (70,937,722) ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - beginning of year - - 8,250,469 336,920,926 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - end of year $1,408,746 $1,972,677 $ 7,384,536 $265,983,204 ============ ============ ============ ============
The accompanying notes are an integral part of these statements. -13- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued) 1 9 9 3 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 $ 90,544 $ - $ - $ - Net interest in master trust investment income - 11,337,955 824,124 2,185,004 Interest on loans to participants - - - - Realized gain on disposition of investments 11,825,721 - - - Unrealized appreciation (depreciation) of investment in Owens Corning common stock 33,204,266 - - - ------------ ------------ ------------ ------------ 45,120,531 11,337,955 824,124 2,185,004 ------------ ------------ ------------ ------------ CONTRIBUTIONS (Notes 1 and 6): Participants 6,515,186 4,018,581 1,150,426 3,279,363 Owens Corning 6,645,630 - - - ------------ ------------ ------------ ------------ 13,160,816 4,018,581 1,150,426 3,279,363 ------------ ------------ ------------ ------------
The accompanying notes are an integral part of these statements. -14- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued) 1 9 9 3 Supplemental Information By Fund ------------- Loans to Partici- pants Total ------------ --------- INVESTMENT INCOME (Notes 2, 3, 4, and 5): Interest $ - $ 90,544 Net interest in master trust investment income - 14,347,083 Interest on loans to participants 530,802 530,802 Realized gain on disposition of investments - 11,825,721 Unrealized appreciation (depreciation) of investment in Owens Corning common stock - 33,204,266 ------------ ------------ 530,802 59,998,416 ------------ ------------ CONTRIBUTIONS (Notes 1 and 6): Participants - 14,963,556 Owens Corning - 6,645,630 ------------ ------------ - 21,609,186 ------------ ------------
The accompanying notes are an integral part of these statements. -15- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued) 1 9 9 3 Supplemental Information By Fund ---------------------------------------------------------------- Company Managed Indexed Fixed Stock Equity Equity Income Fund Fund Fund Fund ------------ ------------ ------------ ------------ OTHER: Distributions to participants (Note 6) (21,810,682) (2,687,453) (545,593) (4,617,086) Administrative expense (Note 1) (187,578) (28,077) (25,086) (57,472) Election of redistribution among funds (Note 1)(9,353,902)5,924,033 (124,837) 3,592,050 Participants loan activity (Note 3) (322,460) 132,133 (16,073) (248,855) Rollovers and other - 90,035 (323) 6,624 ------------ ------------ ------------ ------------ (31,674,622) 3,430,671 (711,912) (1,324,739) ------------ ------------ ------------ ------------ Net increase (decrease) 26,606,725 18,787,207 1,262,638 4,139,628 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 199,258,060 32,709,611 8,027,119 37,879,469 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - end of year $225,864,785 $ 51,496,818 $ 9,289,757 $ 42,019,097 ============ ========================= ============
The accompanying notes are an integral part of these statements. -16- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1995, 1994 AND 1993 (Continued) 1 9 9 3 Supplemental Information By Fund ------------- Loans to Partici- pants Total ------------ ------------ OTHER: Distributions to participants (Note 6) - (29,660,814) Administrative expense (Note 1) - (298,213) Election of redistribution among funds (Note 1) (37,344) - Participants loan activity (Note 3) 455,255 - Rollovers and other - 96,336 ------------ ------------ 417,911 (29,862,691) ------------ ------------ Net increase (decrease) 948,713 51,744,911 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 7,301,756 285,176,015 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - end of year $ 8,250,469 $336,920,926 ============ ============
The accompanying notes are an integral part of these statements. -17- 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 (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. Effective January 1, 1994, the Plan was amended to provide 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. 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 21,125 shares valued at $822,000 in 1995, 16,439 shares valued at $570,000 in 1994, and 14,218 shares valued at $560,000 in 1993. 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: -18- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES (Continued) 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. -19- 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, 1995, was as follows: Company Managed Indexed Fixed Inter- Stock Equity Equity Income Balanced national Fund Fund Fund Fund Fund Fund - ---------------- -------- -------- -------- -------- 3,196 1,767 887 1,444 437 568
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 revenues 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. -20- 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, 1995: -21- 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 $ 211,625 $ 211,625 $ 211,625 .8758 Acorn Fund, Inc. 4,322,946 43,260,104 58,792,069 .8758 Accrued interest and dividends N/A N/A 880 .8761 ----------- $59,004,574 ----------- Indexed Equity Fund: - -------------------- Liquid Reserve Fund Commingled Employee Benefit Trust $ 55,737 $ 55,737 $ 55,737 .8663 Wells Fargo Bank, N.A. Index Equity Fund 840,567 11,570,307 15,181,052 .8663 Accrued interest and dividends N/A N/A 242 .8678 ----------- $15,237,031 ----------- Fixed Income Fund: - ------------------ Liquid Reserve Fund Commingled Employee Benefit Trust $ 127,222 $ 127,222 $ 127,222 .8524 Pacific Investment Management Company Low Duration Fund 4,126,568 40,997,798 41,719,601 .8524 Accrued interest and dividends N/A N/A 155 .8516 ----------- $41,846,978 -----------
-22- 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 $ 32,266 $ 32,266 $ 32,266 .9292 Dodge & Cox Balanced Fund 92,598 4,680,620 5,055,872 .9292 Accrued interest and dividends N/A N/A 170 .9294 ----------- $ 5,088,308 ----------- International Fund - ------------------ Liquid Reserve Fund Commingled Employee Benefit Trust $ 45,277 $ 45,277 $ 45,277 .8941 Templeton Foreign Fund 582,137 5,485,980 5,344,021 .8941 Accrued interest and dividends N/A N/A 215 .8930 ----------- $ 5,389,513 ----------- Net assets in Master Trust $126,566,404 ===========
-23- 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 =========== =========== =========== =========== ======== ===========
-24- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (2) INVESTMENTS (Continued) 1994 Managed Indexed Fixed Inter- Equity Equity Income Balanced national Fund Fund Fund Fund Fund Total ---------- ---------- ------ ----------- -------------------- INVESTMENT INCOME: Interest $ 9,459 $ 3,122 $ 699,169 $ 542 $ 986 $ 713,278 Dividends 2,483,356 201,648 1,668,162 39,283 123,017 4,515,466 Realized gain (loss) on disposition of investments 1,697,490 2,958,570 (363,796) 2,558 - 4,294,822 Change in unrealized appreciation (depreciation) of investments (8,214,698) (3,027,224) (808,234) (23,694) (173,051) (12,246,901) ---------- -------------------------------- ---------------------- $(4,024,393) $136,116$1,195,301 $ 18,689 $ (49,048) $(2,723,335) ========== ================================ ======================
-25- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (2) INVESTMENTS (Continued) 1993 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 (loss) 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 ========== ===================== =============
-26- 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 1995, 1994 and 1993 except guaranteed investment contracts in the Fixed Income Fund which were valued at the contract value (Contract Value) in 1994 and 1993. 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 5 1 9 9 4 1 9 9 3 ------------------------------------- Proceeds $23,427,367 $22,676,443 $13,193,290 Cost 17,729,686 22,102,749 1,367,569 ----------- ----------- ------------ $ 5,697,681 $ 573,694 $11,825,721 =======================================
-27- 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 except guaranteed investment contracts in the Fixed Income Fund which were carried at Contract Value in 1994 and 1993. The change in unrealized appreciation/depreciation during each of the three years ended December 31, 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 funds. Company Managed Indexed Fixed Inter- Stock Equity Equity Income Balanced national Fund Fund Fund Fund Fund Fund ----------- -------- -------- ------ ---------- -------- Unrealized appreciation 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, 199 204,312,606 19,390,327 2,933,032 (119,771) - - Change in unrealized appreciation (depreciation) during 1994 (64,877,882) (8,214,698) (3,027,224) (808,234) (23,694) (173,051) ------------------------------------------- ------------------------ Unrealized appreci- ation (depreciation) at December 31, 1994 139,434,724 11,175,629 (94,192) (928,005) (23,694) (173,051) Change in unrealized appreciation (depreciation) 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) ==================================================================
-28- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (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 $37,000 in 1995 and $26,000 in 1994, and $40,000 in 1993. 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 617,254 shares of stock valued at $24,150,000 in 1995, 303,575 shares of stock valued at $10,780,000 in 1994, and 224,734 shares of stock valued at $9,610,000 in 1993. Participants' requests for cash withdrawals made prior to December 31, 1995, and subsequently paid were as follows: Company Stock Fund $1,366,129 Managed Equity Fund 768,430 Indexed Equity Fund 401,005 Fixed Income Fund 810,975 Balanced Fund 39,791 International Fund 21,248 ---------- $3,407,578 ==========
-29- OWENS CORNING SAVINGS AND PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (6) VESTING, FORFEITURES AND DISTRIBUTIONS (Continued) Participants' requests for distributions in the form of Company stock made prior to December 31, 1995, and subsequently distributed were 50,293 shares of stock valued at $2,257,000. (7) SUBSEQUENT EVENT Subsequent to year end Owens Corning adopted several amendments revising the Savings and Profit Sharing Plan. The most significant amendments affect Company matching and profit sharing contributions and the vesting schedule. Effective January 1, 1996 the Company's matching contribution percentage will be lowered from 50% to 35% of participants contribution up to 10% of base salary. Also effective in 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. Effective January 1, 1996 a new vesting schedule was adopted 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. -30- OWENS CORNING SAVING AND PROFIT SHARING PLAN SCHEDULE II EIN: 34-4323452 PLAN: 004 Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1995 Current Identity of Issuer Description of Investment Cost Value *Citibank, N.A. 61,477 shares of Liquid $ 61,477 $ 61,477 Reserve Fund Commingled Employee Benefit Trust *Owens Corning 4,853,852 shares of common $18,919,524 $217,816,609 stock * Participant loans $ 7,338,641 $ 7,338,641 *Citibank, N.A. Investment in master trust $92,525,527 $110,094,532 collective funds $118,845,169 $335,311,259
* Represents a party in interest -31- OWENS CORNING SAVING AND PROFIT SHARING PLAN EIN: 34-4323452 Plan: 004 SCHEDULE IIItem 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1995 Current Current Value at Description Trans- Purchase Sales Cost of Transaction Party Involved of Asset actions Price Price Asset Date (Loss) Citibank, N.A. Purchase of 60 $15,475,692 N/A$15,475,692 $15,475,692 N/A 15,475,692 shares of Liquid Reserve Fund Commingled Employee Benefit Trust Citibank, N.A. Sale of 55 N/A $17,112,477$17,112,477$17,112,477 $ - 17,112,477 shares of Liquid Reserve Fund Commingled Employee Benefit Trust Owens Corning Purchase of 19 $5,725,337 N/A $ 5,725,337 $5,725,337 N/A 150,724 shares of Owens Corning common stock Owens Corning Purchase of 16 $7,694,693 N/A $ 7,694,693 $7,694,693 N/A 217,566 shares of Owens Corning common stock Owens Corning Sale of 7 N/A $6,314,890 $617,209 $6,314,890 $5,697,681 149,619 shares of Owens Corning common stock
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 June 20, 1996, included in Owens Corning Savings and Profit Sharing Plan's annual report on Form 11-K for the year ended December 31, 1995, into the Company's previously filed Registration Statements on Form S-8 (File Nos. 33-9986 and 33-27209). ARTHUR ANDERSEN LLP Toledo, Ohio, June 20, 1996. -----END PRIVACY-ENHANCED MESSAGE-----