-----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, LfrHYsQKrO7QvAau5acvS61DEyvYL8hXoJ1LZOn/Hb7hP+y52PDo1wb0HMTSVHxG YZshUuBY8crFTgf/LQFADg== 0000075234-99-000017.txt : 19990702 0000075234-99-000017.hdr.sgml : 19990702 ACCESSION NUMBER: 0000075234-99-000017 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990628 FILED AS OF DATE: 19990701 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: 99658094 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 THIS DOCUMENT IS A COPY OF THE FORM 11-K FILED ON JUNE 29, 1999 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION. 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 30, 1998 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 Assets Available for Benefits - as of December 30, 1998 and December 31, 1997 3. Statements of Changes in Assets Available for Benefits - for the years ended December 30, 1998 and December 31, 1997 4. Notes to Financial Statements 5. Supplemental Schedules: Schedule I - Item 27a - Schedule of Assets Held for Investment Purposes as of December 30, 1998 Schedule II - Item 27d - Schedule of Reportable Transactions for the Year Ended December 30, 1998 (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 28, 1999 REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS To the Plan Administrator of the Owens Corning Savings and Security Plan: We have audited the accompanying statements of assets available for benefits of the OWENS CORNING SAVINGS AND SECURITY PLAN as of December 30, 1998 and December 31, 1997, and the related statements of changes in 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 assets available for benefits of the Owens Corning Savings and Security Plan as of December 30, 1998 and December 31, 1997, and the changes in its 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 30, 1998, and reportable transactions for the year ended December 30, 1998, 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 assets available for benefits and the statements of changes in assets available for benefits is presented for purposes of additional analysis rather than to present the assets available for plan benefits and changes in 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 25, 1999 -1- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997 1 9 9 8 Supplemental Information By Fund -------------------------------------------- Company Templeton Stock Acorn Low-Priced Foreign Fund Fund Stock Fund --------------------------------------------- ASSETS: Investments (Notes 1 and 2): Investment in master trust collective funds $34,794,790 $ - $ - $ - Investment in mutual funds - 14,315,164 99,361 1,411,832 Loans to participants (Note 3) - - - - Accrued interest income - - - - Due from Owens Corning (Note 1) 48,496 49,515 295 6,161 ------------- ------------ ----------- ----------- ASSETS AVAILABLE FOR BENEFITS $34,843,286 $14,364,679 $ 99,656 $1,417,993 ============= ============ =========== ============
The accompanying notes are an integral part of these statements. -2- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997 (continued) 1 9 9 8 Supplemental Information By Fund -------------------------------------------------------------- Spartan U.S. 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 6,324,839 9,915,840 2,642,037 2,357,500 3,013,454 Loans to participants (Note 3) - - - - - Accrued interest income - - - - - Due from Owens Corning (Note 1) 29,832 275,928 24,915 15,245 23,933 -------------- ---------- ----------- ----------- --------- ASSETS AVAILABLE FOR BENEFITS $6,354,671 $10,191,768 $2,666,952 $2,372,745 $3,037,387 ============== =========== =========== ============ ==========
The accompanying notes are an integral part of these statements. -3- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997 (continued) 1 9 9 8 Supplemental Information By Fund --------------------------------------------------------- Diversified Investment Aggressive Loans to International Grade Growth Partici- Fund Bond Fund Fund pants Total --------------------------------------------------------- ASSETS: Investments (Notes 1 and 2): Investment in master trust collective funds $ - $ - $ - $ - $34,794,790 Investment in mutual funds 182,618 526,163 1,098,931 - 41,887,739 Loans to participants (Note 3) - - - 2,089,171 2,089,171 Accrued interest income - - - - - Due from Owens Corning (Note 1) 1,655 3,341 4,267 - 483,583 ------------ ---------- ---------- ---------- ---------- ASSETS AVAILABLE FOR BENEFITS $184,273 $529,504 $1,103,198 $2,089,171 $79,255,283 =========== ========== =========== ========== ==========
The accompanying notes are an integral part of these statements. -4- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997 (continued) 1 9 9 7 Supplemental Information By Fund ----------------------------------------------------------- Company Dodge Templeton Stock Acorn & Cox Foreign 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 ------------ ------------ ----------- ------------ 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. -5- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997 (continued) 1 9 9 7 Supplemental Information By Fund ---------------------------------------------------------------- Spartan U.S. 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 -------------- ---------- ----------- ----------- ---------- 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. -6- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997 (continued) 1 9 9 7 Supplemental Information By Fund -------------------------------------------------------- Diversified Investment Aggressive 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 ------------ ---------- ----------- ----------- ----------- 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. -7- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997 1 9 9 8 Supplemental Information By Fund --------------------------------------------------------- Company Dodge Templeton Stock Acorn & Cox Foreign Fund Fund Fund Fund --------------------------------------------------------- INVESTMENT INCOME (Note 2): Interest and dividends $ - $ 895,498 $ 29,790 $ 151,190 Net Interest in master trust investment income 1,602,568 - - - Interest on loans to participants - 2,905 17 336 Realized gain (loss) on disposition of investments - 641,405 216,388 (27,130) Unrealized appreciation (depreciation) of investments - (1,189,724) (146,911) (206,586) ------------ ------------ ------------ ------------ 1,602,568 350,084 99,284 (82,190) ------------ ------------ ------------ ------------ CONTRIBUTIONS (Notes 1 and 4): Participants 3,749,077 2,533,275 113,604 426,128 Owens Corning 4,412,024 58,269 210 7,695 ------------ ------------ ------------ ------------ 8,161,101 2,591,544 113,814 433,823 ------------ ------------ ------------ ------------ OTHER: Distributions to participants (Note 4) (4,480,525) (1,453,025) (90,664) (134,103) Election of redistribution among funds (Note 1) (3,218,097) (980,106) (1,740,311) (181,296) Transfer from Predecessor Trustee 2,088 - - - Participant loan activity (Note 3) (142,011) (154,105) 156 (8,117) Administrative expenses (Note 1) (176,033) (60,544) (1,217) (3,552) Other (15,616) (168) (6) (668) ------------ ------------ ------------ ------------ (8,030,194) (2,647,948) (1,832,042) (327,736) ------------ ------------ ------------ ------------ Net increase (decrease) 1,733,475 293,680 (1,618,944) 23,897 ------------ ------------ ------------ ------------ ASSETS AVAILABLE FOR BENEFITS - beginning of year 33,109,811 14,070,999 1,618,944 1,394,096 ------------ ------------ ------------ ------------ ASSETS AVAILABLE FOR BENEFITS - end of year $ 34,843,286 $14,364,679 $ - $1,417,993 ============ =========== ============ ==========
The accompanying notes are an integral part of these statements. -8- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997 (continued) 1 9 9 8 Supplemental Information By Fund ----------------------------------------------- Low- Spartan U.S. Retirement Priced Equity Index Money Mkt Stock Fund Fund ------------------------------------------------ INVESTMENT INCOME (Note 2): Interest and dividends $ 4,272 $ 115,035 $ 413,174 Net Interest in master trust investment income - - - Interest on loans to participants 4 1,657 13,036 Realized gain (loss) on disposition of investments (10,275) 233,128 - Unrealized appreciation (depreciation) of investments 1,432 978,458 - ------------ ------------ ------------ (4,567) 1,328,278 426,210 ---------- ------------- ------------ CONTRIBUTIONS (Notes 1 and 4): Participants 14,316 970,110 1,733,048 Owens Corning 1,147 35,538 404,472 ------------ ------------ ------------ 15,463 1,005,648 2,137,520 ---------- ----------- ------------- OTHER: Distributions to participants (Note 4) (615) (685,256) (2,398,438) Election of redistribution among funds (Note 1) 89,939 198,270 1,626,113 Transfer from Predecessor Trustee - - 620,766 Participant loan activity (Note 3) (446) (75,251) (85,772) Administrative expenses (Note 1) (72) (1,512) (29,980) (46) 156 30,964 ------------ ------------ ------------ 88,760 (563,593) (236,347) ------------ ------------ ------------ Net increase (decrease) 99,656 1,770,333 2,327,383 ------------ ------------ ------------ ASSETS AVAILABLE FOR BENEFITS - beginning of year - 4,584,338 7,864,385 ------------ ------------ ------------ ASSETS AVAILABLE FOR BENEFITS - end of year $99,656 $6,354,671 $10,191,768 ============ ============ ============
The accompanying notes are an integral part of these statements. -9- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997 (continued) 1 9 9 8 Supplemental Information By Fund ---------------------------------------------------------- Growth and Blue Chip Diversified Puritan Income Growth International Fund Portfolio Fund Fund ------------ ------------ ------------ ------------ INVESTMENT INCOME (Note 2): Interest and dividends $ 246,459 $ 112,219 $ 104,605 $ 6,601 Net Interest in master trust investment income - - - - Interest on loans to participants 1,079 485 3,049 32 Realized gain (loss) on disposition of investments (8,123) 10,887 30,045 (1,575) Unrealized appreciation (depreciation) of investments (15,863) 238,478 386,050 5,276 ------------ ------------ ------------ ------------ 223,552 362,069 523,749 10,334 ------------ ------------ ------------ ------------ CONTRIBUTIONS (Notes 1 and 4): Participants 558,087 554,126 578,979 77,159 Owens Corning 31,862 20,118 31,418 2,609 ------------ ------------ ------------ ------------ 589,949 574,244 610,397 79,768 ------------ ------------ ------------ ------------ OTHER: Distributions to participants (Note 4) (240,782) (165,029) (271,568) (10,689) Election of redistribution among funds (Note 1) 1,705,867 705,307 1,251,259 36,690 Transfer from Predecessor Trustee 280,963 - 330,435 - Participant loan activity (Note 3) (49,213) (2,185) (97,203) (151) Administrative expenses (Note 1) (4,417) (3,002) (2,784) (36) Other (88) (441) (73) (4) ------------ ------------ ------------ ------------ 1,692,330 534,650 1,210,066 25,810 ------------ ------------ ------------ ------------ Net increase (decrease) 2,505,831 1,470,963 2,344,212 115,912 ------------ ------------ ------------ ------------ ASSETS AVAILABLE FOR BENEFITS - beginning of year 161,121 901,782 693,175 68,361 ------------ ------------ ------------ ------------ ASSETS AVAILABLE FOR BENEFITS - end of year $2,666,952 $2,372,745 $3,037,387 $184,273 ============ ============ ============ ============
The accompanying notes are an integral part of these statements. -10- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997 (continued) 1 9 9 8 Supplemental Information By Fund --------------------------------------------------- Investment Aggressive Loans to Grade Growth Partici- Bond Fund Fund pants Total --------------------------------------------------- INVESTMENT INCOME (Note 2): Interest and dividends $ 23,113 $ 65,757 - $2,167,713 Net Interest in master trust investment income - - - 1,602,568 Interest on loans to participants 303 1,186 - 24,089 Realized gain (loss) on disposition of investments 4,279 16,822 - 1,105,851 Unrealized appreciation (depreciation) of investments 1,556 202,540 - 254,706 ------------ ------------ ------------ ------------ 29,251 286,305 - 5,154,927 ------------ ------------ ------------ ------------ CONTRIBUTIONS (Notes 1 and 4): Participants 93,936 202,847 - 11,604,692 Owens Corning 3,384 5,619 - 5,014,365 ------------ ------------ ----------- ----------- 97,320 208,466 - 16,619,057 ------------- ------------ ----------- -------------- OTHER: Distributions to participants (Note 4) (108,541) (144,841) (10,320) (10,194,396) Election of redistribution among funds (Note 1) 287,231 219,134 - - Transfer from Predecessor Trustee 175,617 357,020 - 1,766,889 Participant loan activity (Note 3) (20,881) (63,998) 699,177 - Administrative expenses (Note 1) (937) (1,356) - (285,442) Other 178 363 1,233,554 1,248,105 ------------ ------------ ------------ ------------ 332,667 366,322 1,922,411 (7,464,844) ------------ ------------ ------------ ------------ Net increase (decrease) 459,238 861,093 1,922,411 14,309,140 ------------ ------------ ------------ ------------ ASSETS AVAILABLE FOR BENEFITS - beginning of year 70,266 242,105 166,760 64,946,143 ------------ ------------ ------------ ------------ ASSETS AVAILABLE FOR BENEFITS - end of year $ 529,504 $1,103,198 $2,089,171 $79,255,283 ============ ============ ============ ============
The accompanying notes are an integral part of these statements. -11- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997 1 9 9 7 Supplemental Information By Fund ----------------------------------------------------------- Company Dodge Templeton Stock Acorn & Cox Foreign 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 (loss) 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) 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 ------------ ------------ ------------ ------------ ASSETS AVAILABLE FOR BENEFITS - beginning of year 36,723,551 10,285,175 739,708 1,040,301 ------------ ------------ ------------ ------------ 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. -12- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997 (continued) 1 9 9 7 Supplemental Information By Fund ------------------------------------------------------- Indexed Fixed Spartan U.S. 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 (loss) 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) 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 ------------ ------------ ------------ ------------ ASSETS AVAILABLE FOR BENEFITS - beginning of year 2,913,465 7,113,166 - - ------------ ------------ ------------ ------------ ASSETS AVAILABLE FOR BENEFITS - end of year $ - $ - $4,584,338 $7,864,385 ============ ============ ============ ============
The accompanying notes are an integral part of these statements. -13- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997 (continued) 1 9 9 7 Supplemental Information By Fund -------------------------------------------------------- Growth Blue and 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 participants 83 148 685 - Realized gain (loss) 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) - Other - 23,453 49,527 - ------------ ------------ ------------ ------------ 107,610 658,738 496,010 38,431 ------------ ------------ ------------ ------------ Net increase (decrease) 161,121 901,782 693,175 68,361 ------------ ------------ ------------ ------------ ASSETS AVAILABLE FOR BENEFITS - beginning of year - - - - ------------ ------------ ----------- ------------ 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. -14- OWENS CORNING SAVINGS AND SECURITY PLAN STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997 (continued) 1 9 9 7 Supplemental Information By Fund ------------------------------------------------------ Investment Aggressive 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 (loss) 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 - 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 ------------ ------------ ------------ ------------ ASSETS AVAILABLE FOR BENEFITS - beginning of year - - - 58,815,366 ------------ ------------ ----------- ------------ 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. -15- 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 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 remittance of participant contributions to the Trustee as soon as deducted from the participants' paychecks. The Company matches participant contributions at various negotiated rates. The Company may, at its discretion, make an annual profit sharing contribution to the Plan. The Company made a profit sharing contribution of approximately $484,000 and $458,000 in 1998 and 1997, respectively, included as Due from Owens Corning in the financial statements. One-half of the Company's annual profit sharing contribution, if any, will be invested exclusively in Company stock. The Company may, at its option, make Company contributions in the form of cash or an equivalent number of shares of common stock of the Company. For 1998 and 1997, the Company contributed shares of stock to satisfy the portion of the annual profit sharing contribution invested exclusively in Company stock. -16- 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. In 1998, the Dodge & Cox Balanced Fund was eliminated as an investment option in the Savings and Security Plan and the Low- Priced Stock Fund was added. Currently, the following twelve investment funds are available to participants: Company Stock Fund ------------------ Consists primarily of investments in Owens Corning common stock. Acorn Fund ---------- 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. Spartan U.S. Equity Index ------------------------- Primarily invested in the companies whose securities are based upon the value of the Standard & Poor's 500 Index. Retirement Money Market Fund ----------------------------- 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. Low-Priced Stock Fund --------------------- Primarily invests in stocks of smaller, less well-known companies that are considered undervalued or out of favor with other investors. Templeton Foreign Fund ---------------------- Invests in stocks and debt securities of companies and governments outside the United States. -17- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (continued) (1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES (continued) 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. Aggressive 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. 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 of any maturity. The Company matching contributions are invested exclusively 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. -18- OWENS CORNING SAVINGS AND SECURITY 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 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 30, 1998, was as follows: Spartan U.S. Retirement Low- Company Equity Money Priced Templeton Stock Acorn Index Market Stock Foreign Fund Fund Fund Fund Fund Fund --- --- ------ --------- ------ -------- 5,887 2,302 1,349 3,204 33 608 Growth Blue and Chip Aggressive Diversified Investment Puritan Income Growth Growth International Grade Bond Fund Portfolio Fund Fund Fund Fund - -------- --------- ----- ------- ------------- ---------- 1,212 561 716 303 126 137
Basis of Accounting - ------------------- The accompanying financial statements have been prepared on the accrual basis. Investments are reported at quoted market value. Participant withdrawal requests received by the Plan Administrator before year end but not yet distributed to the participants are included in 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. -19- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (continued) (1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES (continued) 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. The Plan had several amendments throughout 1998; however, no new tax determination letter has been issued. Management believes that the amendments do not change the Plan's status for meeting the requirements of Section 401(a) of the Internal Revenue Code and that the trust is still exempt from taxation. 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 mutual fund holdings 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. Investments in mutual funds previously held in the Savings Trust are now separately identified to the Plan. -20- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (continued) (2) INVESTMENTS (continued) The Indexed Equity Fund and the Fixed Income Fund were both liquidated on March 31, 1997 and replaced by the Spartan U.S. Equity Index Fund and the Retirement Money Market Fund, respectively. Six additional investments were also added effective April 1, 1997, the Puritan Fund, the Growth and Income Portfolio, the Blue Chip Growth Fund, the Aggressive Growth Fund, the Diversified International Fund and the Investment Grade Bond Fund. In 1998, the Dodge & Cox Balanced Fund was liquidated and the Low-Priced Stock Fund was added. The Plan has a proportionate claim on the net assets of the Commingled Company Stock Fund and receives a proportionate share of the investment income of said fund. Following is a summary of the Stock Trust financial statement for the Commingled Company Stock Fund and the Plan's interest in net assets as of and for the year ended December 30, 1998: Current or Contract Plan Shares Cost Value Interest ------ ---- ---------- -------- ASSETS: Investments: Owens Corning Common Stock 4,425,321 $53,088,578 $153,026,115 .225 Money Market 1,971,992 1,971,992 1,971,992 .225 Interest and Dividend Receivable 399,953 .225 ------------- Total Assets 155,398,060 ------------- LIABILITIES: Payables 524,555 .225 ------------- PARTICIPATING PLANS' EQUITY $ 154,873,505 =============
-21- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (continued) 1998 Company Stock Fund ------------------ INVESTMENT INCOME: Interest 115,873 Dividends 1,435,553 Realized gain on disposition of Investments 19,615,991 Investments Change in unrealized appreciation of (10,772,259) investments ---------- 10,395,158 ========== Plan Interest .154
-22- 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 is reflected currently as a change in assets available for benefits. Purchases 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. No new loans were made to active participants during January 1, 1997 through August 31, 1998, as there was no provision in the Plan to do so. Effective September 1, 1998, non- union employees and union employees at the Hebron, Ohio location may obtain loans from the Plan. Other union employees may obtain loans from the Plan following the first re-negotiation of their applicable collective bargaining agreement after September 1, 1998. Interest payments are reflected as income in the appropriate Fund in accordance with the participants' current investment election. The maximum amount participants may borrow is $50,000 or 50% of their total vested account limited to the total of contributions designated as deferrals and related earnings. The minimum amount available for a loan is $1,000. 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 interests equal to the prime rate in effect on the last business day of the month prior to the employee's loan application. 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 twelve investment funds in accordance with the borrower's election. -23- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (continued) (4) VESTING, FORFEITURES AND DISTRIBUTIONS Participants become 100% vested in Company contributions and earnings thereon after five years of completed service at a rate of 20% per year. Certain participants become 100% vested after three years of service. 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 days of termination with the Plan administrator. Participants may make certain withdrawals from their accounts. After-tax contributions and the related earnings are eligible for withdrawal up to two times each calendar year, once between January 1 and June 30 of the year, and again between July 1 and December 31 of the year. Participants over age 65 may make withdrawals of Company contributions during the same periods. No other withdrawals of Company contributions can be made during employment. Participants aged 59-1/2, or older, may withdraw all or a portion of their before-tax contributions. Otherwise, before-tax contributions may be withdrawn only under serious financial hardship. Earnings credited to the before-tax contributions before 1989, if any, are not available for withdrawal. Participants may elect to receive their distribution from the Company Stock Fund in the form of cash or Company stock. Stock distributions totaled 461,774 shares of stock valued at $4,310,000 in 1998. 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 totaled 119,160 shares of stock valued at $4,674,000. -24- OWENS CORNING SAVINGS AND SECURITY PLAN NOTES TO FINANCIAL STATEMENTS (continued) (5) PLAN MERGERS In 1998, three subsidiary plans merged into the Savings and Security Plan (SSP). Effective January 1, 1998 the Partek Insulations, Inc. 401(k) Plan merged into the Savings and Security Plan. The OCFL 401(k) Savings Plan (Hebron location) and the OCFL Money Purchase Pension Plan merged into the Plan effective July 1, 1998. On each of the effective dates, all amounts were transferred to the SSP and each employee was 100% vested in the amounts under the prior plan. (6) SUBSEQUENT EVENT Effective January 1, 1999, the following subsidiaries' plans merged into the Savings and Security Plan: AmeriMark Building Products, Inc. Hourly Employees Retirement Plan; Employees' Savings Plan for AmeriMark Building Products, Inc. and Subsidiaries; Fabwel, Inc. 401(k) Plan; Falcon Foam Corporation Retirement Savings Plan (Falcon of California only) and the Fibreboard Corporation 401(k) Retirement Plan. Employees will be 100% vested in the amounts transferred under the prior plans. During 1999, in connection with these mergers, assets totaling approximately $20,000,000 will be transferred into the Plan. -25- OWENS CORNING SAVINGS AND SECURITY PLAN Schedule I EIN: 34-4323452 PLAN: 014 Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AS OF DECEMBER 30, 1998 Current Identity of Issuer Description of Investment Cost Value - ------------------ ------------------------- ---- ------- *Fidelity Management Acorn Fund $11,850,195 $14,315,164 Trust Company Low-Priced Stock Fund $ 97,930 $ 99,361 Templeton Foreign Fund $ 1,635,915 $ 1,411,832 Puritan Fund $ 2,658,180 $ 2,642,037 Investment Grade Bond Fund $ 523,663 $ 526,163 Growth and Income Fund $ 2,083,216 $ 2,357,500 Blue Chip Growth Fund $ 2,613,080 $ 3,013,454 Aggressive Growth Fund $ 938,893 $ 1,098,931 Diversified International Fund $ 180,138 $ 182,618 Retirement Money Market Fund $ 9,915,840 $ 9,915,840 Spartan U.S. Equity Index Fund $ 4,554,370 $ 6,324,839 *Fidelity Management Participant loans $ 2,089,171 $ 2,089,171 Trust Company *Fidelity Management Investment in Stock Trust Trust Company collective funds $37,045,493 $34,794,790 ----------- ----------- Total $76,186,084 $78,771,700 =========== =========== * Represents a party in interest
-26- OWENS CORNING SAVINGS AND SECURITY PLAN Schedule II EIN: 34-4323452 PLAN: 014 Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS AS OF DECEMBER 30, 1998 Party Description Trans- Purchase Involved of Assets actions Price - -------- ----------- ------- -------- *Fidelity Acorn 250 $5,633,619 Management Fund Trust Company Current Value Sales Cost of at Transaction Net Price Asset Date Gain - ----- ------- -------------- ---- $ N/A $5,633,619 $5,633,619 $ -
Party Description Trans- Purchase Involved of Assets actions Price - -------- ----------- ------- -------- *Fidelity Acorn 244 $ N/A Management Fund Trust Company Current Value Sales Cost of at Transaction Net Price Asset Date Gain - ----- ------ -------------- ---- $4,758,382 $4,116,977 $4,758,382 $641,405
Party Description Trans- Purchase Involved of Assets actions Price - -------- ----------- ------- -------- *Fidelity Stock Trust 250 $14,039,915 Management Collective Trust Company Funds Current Value Sales Cost of at Transaction Net Price Asset Date Gain - ----- ------- -------------- ---- N/A $14,039,915 $14,039,915 -
Party Description Trans- Purchase Involved of Assets actions Price - -------- ----------- ------- -------- *Fidelity Stock Trust 250 N/A Management Collective Trust Funds Company Current Value Purchase Cost of at Transaction Net Price Asset Date Gain - -------- ------- -------------- ---- $13,439,059 $12,623,673 $13,439,059 $815,386
Party Description Trans- Purchase Involved of Assets actions Price - -------- ----------- ------- -------- *Fidelity Puritan 234 $3,113,266 Management Fund Trust Company Current Value Sales Cost of at Transaction Net Price Asset Date Gain - ----- ------ -------------- ---- N/A $3,113,266 $3,113,266 -
Party Description Trans- Purchase Involved of Assets actions Price - -------- ----------- ------- -------- *Fidelity Blue 245 $4,894,564 Management Chip Trust Fund Company Current Value Sales Cost of at Transaction Net Price Asset Date Gain - ----- ---------- -------------- ------ N/A $4,894,564 $4,894,564 -
Party Description Trans- Purchase Involved of Assets actions Price - -------- ----------- ------- -------- *Fidelity Retirement 253 $9,626,238 Management Money Market Trust Portfolio Company Current Value Sales Cost of at Transaction Net Price Asset Date Gain - ----- ------- -------------- ---- N/A $9,626,238 $9,626,238 -
Party Description Trans- Purchase Involved of Assets actions Price - -------- ----------- ------- -------- *Fidelity Retirement 248 N/A Management Money Trust Market Company Portfolio Current Value Sales Cost of at Transaction Net Price Asset Date Gain - ----- ------- -------------- ---- $7,509,243 $7,509,243 $7,509,243 -
* 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 June 25, 1999, included in the Owens Corning Savings and Security Plan's annual report on Form 11-K for the year ended December 30, 1998, 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, 333-76765). ARTHUR ANDERSEN LLP Toledo, Ohio, June 25, 1999 -----END PRIVACY-ENHANCED MESSAGE-----