-----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, UGIX6rGZ4pgiVO4uPJ1ucJH7nTsOsSen/mjRsbFuuwdKktO6FHv4B3ue1a/PsMGi iHQTCegtN0sfJiwzBqccgA== 0000075234-97-000010.txt : 19970630 0000075234-97-000010.hdr.sgml : 19970630 ACCESSION NUMBER: 0000075234-97-000010 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: 97631923 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 SECURITY 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 SECURITY 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 Security Plan: We have audited the accompanying statements of net assets available for benefits of the OWENS CORNING SAVINGS AND SECURITY 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 Security 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 SECURITY 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 and 4): Short-term investments $ 6,099 $ - $ - $ - Owens Corning common stock, 847,984 shares at $42.625 per share (cost $28,247,778) 36,145,318 - - - Investment in master trust collective funds - 10,256,273 2,906,768 7,058,817 Accrued interest income 53,864 - - - Due from Owens Corning(Note 1) 518,270 28,902 6,697 54,349 ------------ ----------- ---------- --------- Total assets $ 36,723,551 $10,285,175 $2,913,465 $7,113,166 ============ =========== ========== ========== LIABILITIES (Notes 1 and 5): Accounts payable to brokers and others $ - $ - $ - $ - ------------ ----------- ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS (Notes 1 and 5) 36,723,551 10,285,175 2,913,465 7,113,166 ------------ ----------- ---------- ---------- Total liabilities and net assets available for benefits $ 36,723,551 $10,285,175 $ 2,913,465 $7,113,166 ============ =========== =========== ==========
The accompanying notes are an integral part of these statements. -2- OWENS CORNING SAVINGS AND SECURITY 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- Balanced national Fund Fund Total --------- --------- --------- ASSETS: Investments (Notes 1, 2, 3 and 4): Short-term investments $ - $ - $ 6,099 Owens Corning common stock, 847,984 shares at $42.625 per share (cost $28,247,778) - - 36,145,318 Investment in master trust collective funds 733,823 1,034,137 21,989,818 Accrued interest income - - 53,864 Due from Owens Corning (Note 1) 5,885 6,164 620,267 ---------- --------- ---------- Total assets $ 739,708 $1,040,301 $58,815,366 ========== ========== =========== LIABILITIES (Notes 1 and 5): Accounts payable to brokers and others $ - $ - $ - --------- ---------- ----------- NET ASSETS AVAILABLE FOR BENEFITS (Notes 1 and 5) $ 739,708 $1,040,301 $58,815,366 ---------- ---------- ----------- Total liabilities and net assets available for benefits $ 739,708 $1,040,301 $58,815,366 ========== ========== =========== The accompanying notes are an integral part of these statements. -3- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF 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 ------------ ----------- --------- --------- Investments (Notes 1, 2, 3 and 4): Short-term investments $ 623,025 $ - $ - $ - Owens Corning common stock, 702,975 shares at $44.875 per share (cost $22,295,934) 31,546,003 - - - Investment in master trust collective funds - 7,326,491 2,036,894 6,177,196 Accrued interest income 647 - - - Due from Owens Corning (Note 1) 544,755 75,086 22,066 55,222 ------------ ------------ ------------ --------- Total assets $ 32,714,430 $ 7,401,577 $ 2,058,960 $6,232,418 ============ ============ ============ ========== LIABILITIES (Notes 1 and 5): Accounts payable to brokers and others $ 639,642 $ 4,831 $ 1,442 $ 4,121 ------------ ------------ ------------ ---------- NET ASSETS AVAILABLE FOR BENEFITS (Notes 1 and 5) 32,074,788 7,396,746 2,057,518 6,228,297 ------------ ------------ ------------ ---------- Total liabilities and net assets available for benefits $ 32,714,430 $ 7,401,577 $ 2,058,960 $6,232,418 ============ ============ ============ ========== The accompanying notes are an integral part of these statements. -4- OWENS CORNING SAVINGS AND SECURITY 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- Balanced national Fund Fund Total --------- --------- --------- ASSETS: Investments (Notes 1, 2, 3 and 4): Short-term investments $ - $ - $ 623,025 Owens Corning common stock, 702,975 shares at $44.875 per share (cost $22,295,934) - - 31,546,003 Investment in master trust collective funds 360,490 570,801 16,471,872 Accrued interest income - - 647 Due from Owens Corning (Note 1) 12,095 14,528 723,752 ----------- ---------- ---------- Total assets $ 372,585 $ 585,329 $49,365,299 ============ ========== =========== LIABILITIES (Notes 1 and 5): Accounts payable to brokers and others $ 293 $ 468 $ 650,797 ------------ ---------- ----------- NET ASSETS AVAILABLE FOR BENEFITS (Notes 1 and 5) $ 372,292 $ 584,861 $48,714,502 ------------ ---------- ----------- Total liabilities and net assets available for benefits $ 372,585 $ 585,329 $49,365,299 ============ ========== ===========
The accompanying notes are an integral part of these statements. -5- OWENS CORNING SAVINGS AND SECURITY 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, and 4): Interest $ 121,585 $ - $ - $ - Net interest in master trust investment income (loss) - 1,707,580 500,457 391,185 Realized gain on disposition of investments 75,849 - - - Unrealized appreciation (depreciation) of investment in Owens Corning common stock (1,352,531) - - - ----------- ---------- ------------ --------- (1,155,097) 1,707,580 500,457 391,185 ----------- ---------- ------------ --------- CONTRIBUTIONS (Notes 1 and 5): Participants 4,934,115 2,282,628 678,236 1,693,207 Owens Corning 4,165,303 9,026 4,828 45,710 ---------- ---------- ------------ --------- 9,099,418 2,291,654 683,064 1,738,917 ---------- ---------- ------------ --------- OTHER: Distributions to participants (Note 5) (3,360,743) (920,744) (286,708) (1,047,820) Election of redistribution among funds (Note 1) 158,536 (89,072) (7,999) (166,556) Administrative expenses (Note 1) (107,439) (24,772) (9,406) (19,464) Rollovers and other 14,088 (76,217) (23,461) (11,393) ---------- --------- --------- --------- (3,295,558) (1,110,805) (327,574) (1,245,233) ---------- ---------- -------- --------- Net increase 4,648,763 2,888,429 855,947 884,869 ---------- ---------- -------- ---------- NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 32,074,788 7,396,746 2,057,518 6,228,297 ---------- ---------- --------- ---------- NET ASSETS AVAILABLE FOR BENEFITS - end of year $36,723,551 $10,285,175 $2,913,465 $7,113,166 ========== =========== ========== ==========
The accompanying notes are an integral part of these statements. -6- OWENS CORNING SAVINGS AND SECURITY 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- Balanced national Fund Fund Total ------------ ------------ ----------- INVESTMENT INCOME (Notes 2, 3, and 4): Interest $ - $ - $ 121,585 Net interest in master trust investment income (loss) 75,458 127,667 2,802,347 Realized gain on disposition of investments - - 75,849 Unrealized appreciation (depreciation) of investment in Owens Corning common stock - - (1,352,531) ---------- --------- ---------- 75,458 127,667 1,647,250 ---------- --------- ---------- CONTRIBUTIONS (Notes 1 and 5): Participants 300,971 419,148 10,308,305 Owens Corning 2,847 1,699 4,229,413 ---------- --------- ---------- 303,818 420,847 14,537,718 ---------- --------- ---------- OTHER: Distributions to participants (Note 5) (85,374) (113,288) (5,814,677) Election of redistribution among funds (Note 1) 76,547 28,544 - Administrative expenses (Note 1) (1,794) (2,515) (165,390) Rollovers and other (1,239) (5,815) (104,037) ---------- --------- ---------- (11,860) (93,074) (6,084,104) ---------- --------- ---------- Net increase 367,416 455,440 10,100,864 ---------- --------- ---------- NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 372,292 584,861 48,714,502 ---------- --------- ---------- NET ASSETS AVAILABLE FOR BENEFITS - end of year $ 739,708 $1,040,301 $58,815,366 ============ ============ ===========
The accompanying notes are an integral part of these statements. -7- OWENS CORNING SAVINGS AND SECURITY 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, and 4): Interest $ 13,998 $ - $ - $ - Net interest in master trust investment income (loss) - 1,118,015 485,399 562,797 Realized gain on disposition of investments 105,409 - - - Unrealized appreciation (depreciation) of investment in Owens Corning common stock 8,240,377 - - - ------------ ------------ ----------- ---------- 8,359,784 1,118,015 485,399 562,797 ------------ ------------ ----------- ---------- CONTRIBUTIONS (Notes 1 and 5): Participants 4,552,962 2,107,032 450,693 1,645,528 Owens Corning 3,902,075 - - - ------------ ------------ ----------- ---------- 8,455,037 2,107,032 450,693 1,645,528 ------------ ------------ ----------- ---------- OTHER: Distributions to participants (Note 5) (2,387,229) (676,740) (197,526) (881,878) Election of redistribution among funds (Note 1) (674,119) (29,606) 95,354 496,324 Administrative expenses (Note 1) (147,924) (31,478) (10,241) (27,132) Rollovers and other (517,829) - - 9,409 ------------ ------------ ------------ ---------- (3,727,101) (737,824) (112,413) (403,277) ------------ ------------ ------------ ---------- Net increase 13,087,720 2,487,223 823,679 1,805,048 ------------ ------------ ------------ ---------- NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 18,987,068 4,909,523 1,233,839 4,423,249 ------------ ------------ ------------ ---------- NET ASSETS AVAILABLE FOR BENEFITS - end of year $ 32,074,788 $ 7,396,746 $ 2,057,518 $ 6,228,297 ============ ============ ============ ===========
The accompanying notes are an integral part of these statements. -8- OWENS CORNING SAVINGS AND SECURITY 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- Balanced national Fund Fund Total ------------ ------------ ----------- INVESTMENT INCOME (Notes 2, 3, and 4): Interest $ - $ - $ 13,998 Net interest in master trust investment income (loss) 42,115 36,337 2,244,663 Realized gain on disposition of investments - - 105,409 Unrealized appreciation (depreciation) of investment in Owens Corning common stock - - 8,240,377 ------------ ---------- ---------- 42,115 36,337 10,604,447 ------------ ---------- ---------- CONTRIBUTIONS (Notes 1 and 5): Participants 196,240 368,552 9,321,007 Owens Corning - - 3,902,075 ------------ ---------- ---------- 196,240 368,552 13,223,082 ------------ ---------- ---------- OTHER: Distributions to participants (Note 5) (27,312) (48,766) (4,219,451) Election of redistribution among funds (Note 1) 77,746 34,301 - Administrative expenses (Note 1) (1,459) (2,553) (220,787) Rollovers and other - - (508,420) ------------ ---------- ---------- 48,975 (17,018) (4,948,658) ------------ ---------- ---------- Net increase 287,330 387,871 18,878,871 ------------ ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 84,962 196,990 29,835,631 ------------ ---------- ---------- NET ASSETS AVAILABLE FOR BENEFITS - end of year $ 372,292 $ 584,861 $48,714,502 ============ ========== ===========
The accompanying notes are an integral part of these statements. -9- OWENS CORNING SAVINGS AND SECURITY 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 Security Plan (the Plan) which was adopted effective January 1, 1990, benefits designated groups of employees of Owens Corning and certain subsidiaries (the Company). An eligible employee may elect to participate in the Plan on the first day of any month after employment commences by filing an election to participate by the 25th day of the preceding month. 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 Plan paid all of administrative expenses in 1996 and 1995. 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 Plan provides a retirement contribution equal to a specified percentage of eligible pay (which percentage varies by employee group) 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 from 50% to 35% of participant contributions up to 10% of base salary for certain covered employee groups. Beginning with the 1996 plan year, the Company may, at its discretion, make an annual Profit Sharing Contribution to the plan on behalf of one or more covered employee groups. 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 $220,000, 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 tenth 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 Company contributions in the form of shares of common stock were made in 1996 and 1995. -10- OWENS CORNING SAVINGS AND SECURITY 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 10% 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. -11- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES (Continued) 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, for participants who work at a plant or business unit where a defined benefit pension plan is not available, are invested as participants direct among the plan's investment funds. Participants may change their investment options, contribution rate 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 ------- -------- ------- ------- -------- -------- 5,680 2,197 1,196 2,006 461 566
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. -12- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES (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 Plans, 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 statements for the commingled funds and the Plan's interest in net assets by fund as of and for the year ended December 31, 1996: -13- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (2) INVESTMENTS (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 .1351 Acorn Fund, Inc. 54,222,893 75,738,126 .1351 Accrued interest and dividends 742 .1348 ------------ $ 75,922,893 ------------ Indexed Equity Fund: - -------------------- Liquid Reserve Fund Commingled Employee Benefit Trust $ 65,026 $ 65,026 $ 65,026 .1422 Wells Fargo Bank, N.A. Index Equity Fund 13,310,265 20,373,963 .1422 Accrued interest and dividends 242 .1434 ----------- $20,439,231 -----------
-14- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (2) INVESTMENTS (Continued) Shares/ Current or Contract Contract Plan Value Cost Value Interest ---------- ---------- ----------- --------- Fixed Income Fund: - ------------------ Liquid Reserve Fund Commingled Employee Benefit Trust $ 992,195 $ 992,195 $ 992,195 .1714 Pacific Investment Management Company 39,767,114 40,194,977 .1714 Low Duration Fund Accrued interest and dividends 453 .1722 ----------- $41,187,625 ----------- Balanced Fund - ------------- Liquid Reserve Fund Commingled Employee Benefit Trust $ 42,120 $ 42,120 $ 42,120 .0890 Dodge & Cox Balanced Fund 7,225,661 8,199,708 .0890 Accrued interest and dividends 144 .0903 ----------- $ 8,241,972 ----------- International Fund - ------------------ Liquid Reserve Fund Commingled Employee Benefit Trust $ 53,879 $ 53,879 $ 53,879 .1034 Templeton Foreign Fund 9,189,728 9,947,581 .1034 Accrued interest and dividends 195 .1031 ----------- $10,001,655 ----------- Net assets in Master Trust $155,793,376 ===========
-15- OWENS CORNING SAVINGS AND SECURITY 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 (depreciation) 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 .1266 .1369 .1677 .0881 .0987 ========== ========== ========== ======== ==========
-16- OWENS CORNING SAVINGS AND SECURITY 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 (depreciation) 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 .1174 .1306 .1379 .0701 .1104 ========== ========== =========== ======== =========
-17- OWENS CORNING SAVINGS AND SECURITY 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 and depreciation 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) CHANGE IN 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 funds. -18- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (3) CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION OF INVESTMENTS (Continued) 1996 Company Managed Indexed Fixed Inter- Stock Equity Equity Income Balanced national Fund Fund Fund Fund Fund Fund ------------------------------------------------------------------ Unrealized appreci- ation (depre ciation) at January 1, 1995 $1,009,692 $11,175,629 $ (94,192) $(928,005) $(23,694) $(173,051) Change in unrealized appreciation (depreciation) during 1995 8,240,377 4,356,335 3,704,936 1,649,809 398,945 31,093 ----------- ---------- --------- --------- -------- --------- Unrealized appreci- ation (depre- ciation) at December 31, 1995 $ 9,250,069 $15,531,964 $3,610,744 $ 721,804 $375,251 $(141,958) Change in appreciation (depreciation) during 1996 (1,352,531) 5,983,269 3,452,952 (293,940) 598,795 899,812 ----------- ---------- --------- -------- -------- --------- Unrealized ap- preciation $7,897,538 $21,515,233 $7,063,696 $427,864 $974,046 $ 757,854 (depreciation) ========== =========== ========== ======== ======== ========= at December 31, 1996
-19- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (4)REALIZED GAINS/LOSSES Gains or losses are realized when investments are sold. (5)VESTING, FORFEITURES AND DISTRIBUTIONS Effective January 1, 1996 the plan was amended to provide a new vesting schedule whereby certain covered employee groups become 100% vested in Company contributions and earnings thereon after three years of completed service, however, affected 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 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 60 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 prior to termination of employment upon proof of financial hardship deemed adequate by the Plan administrator. However, 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 $27,000 in 1996 and $24,000 in 1995. Participants may elect to receive their distributions from the Company Stock Fund in the form of cash or Company stock. Stock distributions totaled 16,563 shares of stock valued at $629,000 in 1996 and 15,252 shares of stock valued at $521,000 in 1995. Participants' requests for cash withdrawals made prior to December 31, 1996, and subsequently paid were as follows: Company Stock Fund $ 90,718 Managed Equity Fund 12,475 Indexed Equity Fund 1,499 Fixed Income Fund 13,577 Balanced Fund - International Fund 1,031 ---------- $ 119,300
========== Participants' requests for distributions in the form of Company stock made prior to December 31, 1996, and subsequently distributed were 1,189 shares of stock valued at $50,681. -20- OWENS CORNING SAVING AND SECURITY PLAN EIN: 34-4323452 PN: 014 SCHEDULE I Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1996 Identity of Issuer Description of Investment Current Cost Value *Citibank, N.A. 6,099 shares of Liquid $ 6,099 $ 6,099 Reserve Fund Commingled Employee Benefit Trust *Owens Corning 847,984 shares of common $ 28,247,778 $36,145,318 stock *Citibank, N.A. Investment in master trust $ 17,841,108 $21,989,818 collective funds ------------ ----------- $ 46,094,985 $58,141,235 ============ ===========
* Represents a party in interest -21- OWENS CORNING SAVING AND SECURITY PLAN EIN: 34-4323452 PN: 014 SCHEDULE II Item 27D - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1996 Current Value at Trans- Purchase Sales Cost of Transaction Net Gain/ Party Involved Description of Asset actions Price Price Asset Date (Loss) *Citibank, N.A. Purchase of 9,933,190 78 $9,933,190 N/A $9,933,190 $ 9,933,190 $ - shares of Liquid Reserve Fund Commingled Employee Benefit Trust *Citibank, N.A. Sale of 10,550,116 46 N/A $10,550,116 $10,550,116 $ 10,550,116 $ - Shares of Liquid Reserve Fund Commingled Employee Benefit Trust *Owens Corning Purchase of 172,917 16 $6,949,816 N/A $6,949,816 $ 6,949,816 $ - shares of Owens Corning common stock. *Owens Corning Sale of 11,345 shares 2 N/A $ 445,022 $ 369,173 $445,022 $75,849 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 May 15, 1997, included in Owens Corning Savings and Security 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-----