-----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, GxYtx25f64fewwU8pdzDbs8Gw7BFd9yMB3FxBEtD2TYiSwAw199jf+wytz05osQW IUkDQF3HOHFgaZpthbzu1w== 0000075234-98-000021.txt : 19980701 0000075234-98-000021.hdr.sgml : 19980701 ACCESSION NUMBER: 0000075234-98-000021 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980630 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: SEC FILE NUMBER: 001-03660 FILM NUMBER: 98657474 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, 1997 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, 1997 and 1996 3. Statements of Changes in Net Assets Available for Benefits - for the years ended December 31, 1997 and 1996 4. Notes to Financial Statements 5. Supplemental Schedules: Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of December 31, 1997 Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended December 31, 1997 (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 29, 1998 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of the 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, 1997 and 1996, 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's management. 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's management, 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, 1997 and 1996, 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, 1997, and reportable transactions for the year ended December 31, 1997, are presented for the purpose of additional analysis and are not a required part of the basic financial statements, but are supplementary 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 1, 1998 -1- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1997 AND 1996 1 9 9 7 Supplemental Information By Fund ------------------------------------------------------------ Company Managed Inter- Stock Equity Balanced national Fund Fund Fund Fund ------------- ------------- --------- --------------- ASSETS: Investments (Notes 1 and 2): Investment in master trust collective funds $ 32,861,871 $ - $ - $ - Investment in mutual funds - 13,988,247 1,608,357 1,385,572 Loans to participants (Note 3) - - - - Accrued interest income - - - - Due from Owens Corning (Note 1) 247,940 82,752 10,587 8,524 ------------- ------------ ---------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 33,109,811 $ 14,070,999 $ 1,618,944 $ 1,394,096 ============= ============ ============ ===========
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, 1997 AND 1996 (Continued) 1 9 9 7 Supplemental Information By Fund ----------------------------------------------------------------------- Spartan US Retirement Growth and Blue Chip Equity Index Money Mkt Puritan Income Growth Fund Portfolio Fund Portfolio Fund --------------- ------------ ----------- ------------ ------------ ASSETS: Investments (Notes 1 and 2): Investment in master trust collective funds $ - $ - $ - $ - $ - Investment in mutual funds 4,556,444 7,798,845 159,699 895,539 688,375 Loans to participants (Note 3) - - - - - Accrued interest income - - - - - Due from Owens Corning (Note 1) 27,894 65,540 1,422 6,243 4,800 -------------- ------------ ----------- ---------- ----------- NET ASSETS AVAILABLE FOR BENEFITS $ 4,584,338 $7,864,385 $ 161,121 $ 901,782 $ 693,175 ============== =========== ============ ========== ===========
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, 1997 AND 1996 (Continued) 1 9 9 7 Supplemental Information By Fund ------------------------------------------------- ----------- Diversified Investment Emerging Loans to International Grade Growth Partici- Fund Bond Fund Fund pants Total ------------------------------------ ----------- ----------- ASSETS: Investments (Notes 1 and 2): Investment in master trust collective funds $ - $ - $ - $ - $ 32,861,871 Investment in mutual funds 67,959 69,832 240,500 - 31,459,369 Loans to participants (Note 3) - - - 166,760 166,760 Accrued interest income - - - - - Due from Owens Corning (Note 1) 402 434 1,605 - 458,143 ------------ ---------- ---------- ---------- ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 68,361 $ 70,266 $ 242,105 $ 166,760 $ 64,946,143 ============ ========== ========== ========== ============
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, 1997 AND 1996 (Continued) 1 9 9 6 Supplemental Information By Fund ------------------------------------------------- Company Managed Inter- Stock Equity Balanced national Fund Fund Fund Fund ------------ ----------- --------- --------- ASSETS: Investments (Notes 1 and 2): 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 - 10,256,273 733,823 1,034,137 Accrued interest income 53,864 - - - Due from Owens Corning(Note 1) 518,270 28,902 5,885 6,164 ------------ ------------ ------------ --------- NET ASSETS AVAILABLE FOR BENEFITS $36,723,551 $10,285,175 $ 739,708 $1,040,301 ============ ============ ========================
The accompanying notes are an integral part of these statements. -5- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 31, 1997 AND 1996 (Continued) 1 9 9 6 Supplemental Information By Fund ------------------------------- Indexed Fixed Equity Income Fund Fund Total --------- --------- --------- ASSETS: Investments (Notes 1 and 2): 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 2,906,768 7,058,817 21,989,818 Accrued interest income - - 53,864 Due from Owens Corning(Note 1) 6,697 54,349 620,267 ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $2,913,465 $7,113,166 $58,815,366 ============ ============ ============
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, 1997 AND 1996 1 9 9 7 Supplemental Information By Fund -------------------------------------------------- Company Managed Inter- Stock Equity Balanced national Fund Fund Fund Fund ------------ ------------ ------------ ------------ INVESTMENT INCOME (Note 2): Interest and dividends $ 56,759 $ 1,287,975 $ 101,954 $ 141,654 Net interest in master trust investment income (loss) 1,162,956 (2,890,312) (66,671) (76,518) Interest on loans to participants 209 285 60 99 Realized gain on disposition of investments 160,982 628,425 48,729 60,722 Unrealized appreciation (depreciation) of investments (7,897,539) 3,666,205 135,802 (17,862) ------------ ------------ ------------ ------------ (6,516,633) 2,692,578 219,874 108,095 ------------ ------------ ------------ ------------ CONTRIBUTIONS (Notes 1 and 4): Participants 4,956,369 2,528,062 436,270 468,177 Owens Corning 3,575,058 3,547 1,462 494 ------------ ------------ ------------ ------------ 8,531,427 2,531,609 437,732 468,671 ------------ ------------ ------------ ------------ OTHER: Distributions to participants (Note 4) (3,429,661) (1,213,049) (186,640) (175,389) Election of redistribution among funds (Note 1) (1,389,796) (133,548) 387,340 (17,776) Administrative expenses (Note 1) (138,861) (40,964) (2,997) (2,579) Participant loan activity (Note 3) 905 1,762 66 (81) Rollovers and other (671,121) (52,564) 23,861 (27,146) ------------ ------------ ------------ ------------ (5,628,534) (1,438,363) 221,630 (222,971) ------------ ------------ ------------ ------------ Net increase (decrease) (3,613,740) 3,785,824 879,236 353,795 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 36,723,551 10,285,175 739,708 1,040,301 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - end of year $33,109,811 $14,070,999 $1,618,944 $1,394,096 ============ ============ ============ ============
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, 1997 AND 1996 (Continued) 1 9 9 7 Supplemental Information By Fund ----------------------------------------------------------- Indexed Fixed Spartan US Retirement Equity Income Equity Index Money Mkt Fund Fund Fund Portfolio ---------- ---------- ------------- ------- ----- ------- INVESTMENT INCOME (Note 2): Interest and dividends $ - $ - $ 71,014 $ 298,859 Net interest in master trust investment income (loss) 140,856 63,009 - - Interest on loans to participants - - 382 8,941 Realized gain on disposition of investments - - 74,962 - Unrealized appreciation (depreciation) of investments - - 699,339 (3,695) ------------ ------------ ----------- ----------- 140,856 63,009 845,697 304,105 ----------- ----------- ----------- ----------- CONTRIBUTIONS (Notes 1 and 4): Participants 193,540 414,641 658,774 1,308,893 Owens Corning - - 1,979 21,375 ----------- ------------ ------------ ------------ 193,540 414,641 660,753 1,330,268 ---------- ----------- ------------- -- ------------ OTHER: Distributions to participants (Note 4) (171,769) (364,287) (262,490) (1,083,753) Election of redistribution among funds (Note 1) (3,071,413) (7,217,851) 3,270,208 6,632,380 Administrative expenses (Note 1) (4,193) (8,484) (511) (16,028) Participant loan activity (Note 3) - - 1,198 (19,659) Rollovers and other (486) (194) 69,483 717,072 ------------ ------------ ------------ ------------ (3,247,861) (7,590,816) 3,077,888 6,230,012 ------------ ------------ ------------ ------------ Net increase (decrease) (2,913,465) (7,113,166) 4,584,338 7,864,385 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 2,913,465 7,113,166 - - ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - end of year $ - $ - $4,584,338 $7,864,385 ============ ============ ============ ============
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, 1997 AND 1996 (Continued) 1 9 9 7 Supplemental Information By Fund ----------------------------------------------------------- Growth and Blue Chip Diversified Puritan Income Growth International Fund Portfolio Fund Fund ------------ ------------ ------------ ------------ INVESTMENT INCOME (Note 2): Interest and dividends $ 9,475 $ 28,984 $ 28,743 $ 2,179 Net interest in master trust investment income (loss) - - - - Interest on loans to participant 83 148 685 - Realized gain on disposition of investments 745 3,720 3,413 (219) Unrealized appreciation (depreciation) of investments (280) 35,804 14,324 (2,797) ------------ ------------ ------------ ------------ 10,023 68,656 47,165 (837) ------------ ------------ ------------ ------------ CONTRIBUTIONS (Notes 1 and 4): Participants 43,161 173,255 148,850 30,730 Owens Corning 327 1,133 1,150 37 ------------ ------------ ------------ ---------- 43,488 174,388 150,000 30,767 ------------ ------------ ------------ ---------- OTHER: Distributions to participants (Note 4) (5,963) (14,418) (22,880) (2,834) Election of redistribution among funds (Note 1) 113,498 655,616 480,032 41,286 Administrative expenses (Note 1) (225) (830) (593) (21) Participant loan activity (Note 3) 300 (5,083) (10,076) - Rollovers and other - 23,453 49,527 - ------------ ------------ ------------ ------------ 107,610 658,738 496,010 38,431 ------------ ------------ ------------ ------------ Net increase (decrease) 161,121 901,782 693,175 68,361 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - beginning of year - - - - ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - end of year $ 161,121 $ 901,782 $693,175 $ 68,361 ============ ============ ============ ============
The accompanying notes are an integral part of these statements. -9- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (Continued) 1 9 9 7 Supplemental Information By Fund ----------------------------------------------- Investment Emerging Loans to Grade Growth Partici- Bond Fund Fund pants Total ------------ ------------ ------------ ------------ INVESTMENT INCOME (Note 2): Interest and dividends $ 1,339 $ 46,219 - $2,075,154 Net interest in master trust investment income (loss) - - - (1,666,680) Interest on loans to participants 39 94 - 11,025 Realized gain on disposition of investments - 1,359 - 982,838 Unrealized appreciation (depreciation) of investments 950 (42,502) - (3,412,251) ------------ ------------ ------------ ------------ 2,328 5,170 - (2,009,914) ------------ ------------ ------------ ------------ CONTRIBUTIONS (Notes 1 and 4): Participants 16,164 47,210 - 11,424,096 Owens Corning 69 145 - 3,606,776 ------------ ------------ ----------- ----------- 16,233 47,355 - 15,030,872 ------------ ------------ ----------- ------------ OTHER: Distributions to participants (Note 4) (187) (3,410) (9,559) (6,946,289) Election of redistribution among funds (Note 1) 51,682 198,342 - - Administrative expenses (Note 1) (98) (137) - (216,521) Participant loan activity (Note 3) 308 244 30,116 - Rollovers and other - (5,459) 146,203 272,629 ------------ ------------ ------------ ------------ 51,705 189,580 166,760 (6,890,181) ------------ ------------ ------------ ------------ Net increase (decrease) 70,266 242,105 166,760 6,130,777 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - beginning of year - - - 58,815,366 ------------ ------------ ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS - end of year $ 70,266 $ 242,105 $ 166,760 $64,946,143 ============ ============ ============ ============
The accompanying notes are an integral part of these statements. -10- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (Continued) 1 9 9 6 Supplemental Information By Fund ----------------------------------------------------------- Company Managed Inter- Stock Equity Balanced national Fund Fund Fund Fund ------------ ------------ ------------ ------------ INVESTMENT INCOME (Note 2): Interest and dividends $ 121,585 $ - $ - $ - Net interest in master trust investment income (loss) - 1,707,580 75,458 127,667 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 75,458 127,667 ------------ ------------ ------------ ------------ CONTRIBUTIONS (Notes 1 and 4): Participants 4,934,115 2,282,628 300,971 419,148 Owens Corning 4,165,303 9,026 2,847 1,699 ------------ ------------ ------------ ------------ 9,099,418 2,291,654 303,818 420,847 ------------ ------------ ------------ ------------ OTHER: Distributions to participants (Note 4) (3,360,743) (920,744) (85,374) (113,288) Election of redistribution among funds (Note 1) 158,536 (89,072) 76,547 28,544 Administrative expenses (Note 1) (107,439) (24,772) (1,794) (2,515) Rollovers and other 14,088 (76,217) (1,239) (5,815) ------------ ------------ ------------ -------------- (3,295,558) (1,110,805) (11,860) (93,074) ------------ ------------ ------------ -------------- Net increase 4,648,763 2,888,429 367,416 455,440 ------------ ------------ ------------ -------------- NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 32,074,788 7,396,746 372,292 584,861 ------------ ------------ ------------ -------------- NET ASSETS AVAILABLE FOR BENEFITS - end of year $36,723,551 $10,285,175 $ 739,708 $1,040,301 ============ ============ ============ ===============
The accompanying notes are an integral part of these statements. -11- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996 (Continued) 1 9 9 6 Supplemental Information By Fund -------------------------------- Indexed Fixed Equity Income Fund Fund Total ------------ ------------ ----------- INVESTMENT INCOME (Note 2): Interest and dividends $ - $ - $ 121,585 Net interest in master trust investment income (loss) 500,457 391,185 2,802,347 Realized gain on disposition of investments - - 75,849 Unrealized appreciation (depreciation) of investment in Owens Corning common stock - - (1,352,531) ------------ ------------ ----------- 500,457 391,185 1,647,250 ------------ ------------ ----------- CONTRIBUTIONS (Notes 1 and 4): Participants 678,236 1,693,207 10,308,305 Owens Corning 4,828 45,710 4,229,413 ------------ ------------ ----------- 683,064 1,738,917 14,537,718 ------------ ------------ ----------- OTHER: Distributions to participants (Note 4) (286,708) (1,047,820) (5,814,677) Election of redistribution among funds (Note 1) (7,999) (166,556) - Administrative expenses (Note 1) (9,406) (19,464) (165,390) Rollovers and other (23,461) (11,393) (104,037) ------------ ------------ ----------- (327,574) (1,245,233) (6,084,104) ------------ ------------ ----------- Net increase 855,947 884,869 10,100,864 ------------ ------------ ----------- NET ASSETS AVAILABLE FOR BENEFITS - beginning of year 2,057,518 6,228,297 48,714,502 ------------ ------------ ----------- NET ASSETS AVAILABLE FOR BENEFITS - end of year $2,913,465 $7,113,166 $58,815,366 ============ ============ ===========
The accompanying notes are an integral part of these statements. -12- 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) principally benefits designated groups of employees of Owens Corning and certain subsidiaries (the Company). An eligible employee may elect to enroll in the Plan at any time. Effective April 1, 1997, the Company changed the Plan's trustee from Citibank, N.A., New York (the prior Trustee) to Fidelity Management Trust Company (the Trustee). The change resulted in the liquidation of two investment options and the addition of eight investment options. 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 as soon as deducted from the participant's paycheck. The Plan provides a Savings 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. The Company matches participants' contributions at various negotiated rates. 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 profit sharing contribution for approximately $93,000 and $220,000 in 1997 and 1996, respectively, 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 certain contributions can be made in the form of an equivalent number of shares of common stock of the Company. No Company contributions in the form of shares of common stock were made in 1997 or 1996. -13- 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 increments among the investment funds made available under the Plan. Currently, the following twelve investment funds are available to participants: Company Stock Fund ------------------ Consists primarily of investments in Owens Corning common stock. Managed Equity Fund ------------------- Presently invested in shares of the Acorn Fund, 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. Balanced Fund ------------- Presently invested in the Dodge & Cox Balanced Fund, which invests in both debt and equity securities. International Fund ------------------ Presently invested in the Templeton Group Foreign Fund I, which invests in stocks and debt securities of companies and governments outside the United States. Spartan US Equity Index Fund ---------------------------- Primarily invested in the companies whose securities are included in or based upon the value of the Standard & Poor's 500 Index. Retirement Money Market Portfolio --------------------------------- Primarily invests in high-quality short-term U.S. dollar denominated money market securities of domestic and foreign issuers. Investments include short-term corporate obligations, U.S. government obligations and certificates of deposit. Puritan Fund ------------ Primarily invests in high-yielding U.S. and foreign securities, common and preferred stocks, and bonds of any quality or maturity. Growth and Income Portfolio --------------------------- Primarily invests in U.S. and foreign stocks. Blue Chip Growth Fund --------------------- Primarily invests in common stocks of well-known and established companies and companies with strong earnings and future growth potential. -14- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES (Continued) Diversified International Fund ------------------------------ Primarily invests in stocks of companies located outside the U.S. that are included in the Morgan Stanley EAFE index. Investment Grade Bond Fund -------------------------- Invests in a broad variety of fixed-income obligations that are primarily rated with medium to high quality and are of any maturity. Emerging Growth Fund -------------------- Primarily invests in stocks of small and medium-sized companies in the developing stages of their life cycle that have the potential for accelerated earnings or revenue growth. 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 Savings Contribution are invested as participants direct among the Plan's investment funds. Participants may change their investment options and contribution rate on a daily basis and redistribute their account balances daily. 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, 1997, was as follows: Company Managed Spartan US Stock Equity Balanced International Equity Index Fund Fund Fund Fund Fund - ----------- ------------ ---------- --------------- ------------- 6,011 2,346 636 675 1,348 Retirement Growth and Blue Chip Diversified Money Market Puritan Income Growth International Portfolio Fund Portfolio Fund Fund - --------- -------------- ------------ ------------- ------------- 2,546 96 284 277 75 Investment Emerging Grade Bond Growth Fund Fund - ------------ -------------- 41 114
Basis of Accounting - ------------------- The accompanying financial statements have been prepared on the accrual basis. Investments are reported at quoted market value. -15- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES (Continued) 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. The Plan's management believes that the Plan meets the IRS requirements as to both design and operation and therefore continues to be tax exempt. 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. 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 Through March 31, 1997, the investments of the Plan were held in the Owens Corning Savings Plan Master Trust (Savings Trust) maintained by the prior Trustee for the Plan and another savings plan of the Company. Investments in the Company Stock Fund were separately identified to the Plan. Investments in the Managed Equity Fund, Indexed Equity Fund, Fixed Income Fund, Balanced Fund, and International Fund were commingled for investment purposes. Beginning April 1, 1997, investments in the Company Stock Fund are held in the Owens Corning Stock Fund Master Trust (Stock Trust) maintained by the Trustee for the Plan and another savings plan of the Company. Plan interest for the nine months ended December 31, 1997, can be found in a table at the end of this note. Investments in the Managed Equity Fund, Balanced Fund and International Fund are now separately identified to the Plan. Plan interest for the first three months for these funds can be found in the table at the end of this note. The Indexed Equity Fund and the Fixed Income Fund were both liquidated on March 31, 1997 and replaced by the Spartan US Equity Index Fund and the Retirement Money Market Fund, respectively. Six additional investments were also added effective April , 1997, the Puritan Fund, the Growth and Income Portfolio, the Blue Chip Growth Fund, the Emerging Growth Fund, and the Diversified International Fund and the Investment Grade Bond Fund. -16- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (2) INVESTMENTS (Continued) The plan has a proportionate claim on the net assets of the Company Stock Fund as of December 31, 1997, and receives a proportionate share of the investment income of said fund. Following is a summary of the Stock Trust financial statement for the Company Stock Fund as of the nine months ended December 31, 1997, the Plan's interest in net assets and investment income as of and for the nine months ended December 31, 1997 and a summary of the Savings Trust and the Plan's interest in investment income for the three months ended March 31, 1997: Units/ Current or Contract Contract Plan Value Cost Value Interest -------- --------- ------------- -------------- ASSETS: Investments: Owens Corning Common Stock 5,100,435 $ 47,228,528 $174,052,344 .187 Money Market $2,362,593 2,362,593 2,362,593 .187 Interest and Dividend Receivable 391,944 .187 ------------- Total Assets $176,806,881 ------------- LIABILITIES: Payables 921,296 .187 EQUITY: $175,885,585 ==============
-17- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (2) INVESTMENTS (Continued) Company Managed Indexed Fixed Inter- Stock Equity Equity Income Balanced national Fund Fund Fund Fund Fund Fund ----------- ----------- ------------ --------- ----------- ------- INVESTMENT INCOME: Interest $ (237,639) $ 5,578 $ 19,415 $ 16,488 $ 1,745 $ 1,726 Dividends 707,660 - - 963,376 148,057 - Realized gain (loss) on disposition of investmen ts 14,606,895 204,695 8,102,859 (138,712) - 13,494 Unrealized app- reciation (depreciation) of investments 127,682,267 (21,515,233) (7,063,698) (427,864) (974,047) (757,853) ----------- -------------- ------------ ----------- ---------- --------- $142,759,183 $(21,304,960) $1,058,576 $ 413,288 $(824,245) $(742,633) =========== ============== ============ =========== ========== ========= Plan Interest .008 .136 .133 .152 .081 .103
-18- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (Continued) (2) INVESTMENTS (Continued) Investments are reported at quoted market value in all funds. Unrealized appreciation (depreciation) of investments are reflected as changed in net assets available for benefits. Purchase and sales are recorded on the trade date basis. Realized gain and loss on disposition of investments is computed using average cost. (3) LOANS Loan balances represent rollovers from acquisitions made by the Company during the year. Interest payments are reflected as income to the appropriate Fund in accordance with the participants' current investment election. No new loans will be made to active participants as it is currently not a provision in the plan to do so. (4) VESTING, FORFEITURES AND DISTRIBUTIONS Effective January 1, 1996, the Plan was amended to provide a new vesting schedule whereby participants became 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 upon the participant attaining 65 years of age with five years of service, termination of the participant's employment due to retirement, disability or death, 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. Such vested contributions and earnings thereon are automatically distributable after termination and upon attaining 65 years of age or death, whichever is earlier. If termination of employment occurs for any reason other than attaining 65 years of age or death, the participant's account will become distributable at 65 years of age or death unless an election for immediate distribution is filed within 90 day of termination with the Plan administrator. 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 $21,000 in 1997 and $27,000 in 1996. 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, 65 years of age or deceased. Participants may elect to receive their distribution from the Company Stock Fund in the form of cash or Company stock. Stock distributions for the first three months of 1997 from the Company Stock Fund totaled 7,143 shares of stock valued at $276,000. Stock distributions for the nine months ended December 31, 1997 from the Stock Trust for both Plans totaled 119,160 shares of stock valued at $4,674,000. Stock distributions totaled 16,563 shares of stock valued at 629,000 in 1996. -19- SCHEDULE I OWENS CORNING SAVINGS AND SECURITY PLAN EIN: 34-4323452 PLAN: 014 Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 31, 1997 Current Identity of Issuer Description of Investment Cost Value *Fidelity Management Trust Company Acorn Fund $ 10,333,554 $13,988,247 *Fidelity Management Trust Company Dodge & CoxBalanced Fund 1,461,446 1,608,357 *Fidelity Management Trust Company TempletonForeign Fund I 1,403,070 1,385,572 *Fidelity Management Trust Company Fidelity PuritanFund 159,979 159,699 *Fidelity Management Trust Company Fidelity InvestmentGrade Bond Fund 68,888 69,832 *Fidelity Management Trust Company Fidelity Growth andIncome Portfolio 859,734 895,539 *Fidelity Management Trust Company Fidelity Blue ChipGrowth Fund 674,051 688,375 *Fidelity Management Trust Company Fidelity EmergingGrowth Fund 283,003 240,500 *Fidelity Management Trust Company Fidelity DiversifiedInternational Fund 70,757 67,959 *Fidelity Management Trust Company Fidelity RetirementMoney Market Portfolio 7,798,845 7,798,845 *Fidelity Management Trust Company Spartan US Equity Index Fund 3,764,434 4,556,444 *Fidelity Management Trust Company Investment in StockTrust collective funds $35,629,251 $ 32,861,871 *Participant Loans Loans to participants, interest rates range from 7% to 10% $ 166,760 $ 166,760 ------------- ------------- $62,673,772 $ 64,488,000 ============= ============
*Represents a party in interest -20- SCHEDULE II OWENS CORNIONG SAVINGS AND SECURITY PLAN EIN: 34-4323452 PLAN: 014 Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS FOR THE YEAR ENDED DECEMBER 31, 1997 Current Value Trans- Purchase Sales Cost of at Trans- Net Gain/ Party Involved Description of Assets actions Price Price Asset action Date (Loss) *Fidelity Management Acorn Fund 178 $11,884,708 $ N/A $11,884,708 $11,884,708 $ - Trust Company *Fidelity Management Stock Trust Collective 179 40,031,670 N/A 40,031,670 40,031,670 - Trust Company Funds *Fidelity Management Stock Trust Collective 157 N/A 4,616,288 4,402,418 4,616,288 213,870 Trust Company Funds *Fidelity Management Retirement Money Market 181 11,233,496 N/A 11,233,496 11,233,496 - Trust Company Portfolio *Fidelity Management Retirement Money Market 159 N/A 3,434,651 3,434,651 3,434,651 - Trust Company Portfolio *Fidelity Management Spartan US Equity Index 179 4,436,458 N/A 4,436,458 4,436,458 - Trust Company Fund *Citibank, N.A. Liquid Reserve Fund 26 2,677,758 N/A 2,677,758 2,677,758 - Commingled Employee Benefit Trust *Citibank, N.A. Liquid Reserve Fund 18 N/A 2,683,857 2,683,758 2,683,758 - Commingled Employee Benefit Trust
*Represents a party in interest 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 1, 1998, included in Owens Corning Savings and Security Plan's annual report on Form 11-K for the year ended December 31, 1997, into the Company's previously filed Registration Statements on Form S-8 and active S-3 (File Nos. 33-9563, 33- 9986, 33-18262, 33-20997, 33-27209, 33-31687, 33-48707, 33- 57886, 33-60487, 333-09367, 333-32145, 333-47961 and 333- 48153). ARTHUR ANDERSEN LLP Toledo, Ohio, June 24, 1998. -----END PRIVACY-ENHANCED MESSAGE-----