-----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, HdLqGtneBnVHUWXxEnEq35kU+OSslHH2JjPusMBeICYO3jkE+OHxv9KbQXypdRpK DeZysHYYnHTLgOaGwRazdA== 0001193125-04-110505.txt : 20040628 0001193125-04-110505.hdr.sgml : 20040628 20040628172915 ACCESSION NUMBER: 0001193125-04-110505 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20031231 FILED AS OF DATE: 20040628 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: 04886328 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 d11k.htm ANNUAL REPORT Annual Report

 

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, 2003

 

OWENS CORNING

SAVINGS PLAN

 

OWENS CORNING

One Owens Corning Parkway

Toledo, Ohio 43659

 

Commission File No. 1-3660

 


 


REQUIRED INFORMATION

 

(a) Financial Statements and Schedule.

 

1. 2003 Report of Independent Registered Public Accounting Firm

 

2. Statements of Net Assets Available for Benefits - as of December 31, 2003 and 2002 and December 30, 2002

 

3. Statements of Changes in Net Assets Available for Benefits - for the year ended December 31, 2003, the day ended December 31, 2002 and the year ended December 30, 2002

 

4. Notes to Financial Statements

 

5. Schedule H, line 4i - Schedule of Assets (Held at End of Year) December 31, 2003

 

(b) Exhibits.

 

Exhibit (23), Consent of PricewaterhouseCoopers LLP

 

In accordance with the instructions 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. Certain schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure Under ERISA have been omitted because they are not applicable.

 


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 by the undersigned hereunto duly authorized.

 

OWENS CORNING

SAVINGS PLAN

By:  

/s/ Richard C. Tober

   

Richard C. Tober

   

Plan Administrator

Dated: June 24, 2004

 


Owens Corning

Savings Plan

 

Financial Statements and Supplemental Information

December 31, 2003 and 2002

and December 30, 2002


Owens Corning

Savings Plan

 

Index

December 31, 2003 and 2002 and December 30, 2002

 

     Page

Financial Statements

    

Report of Independent Registered Public Accounting Firm

   2

Statements of Net Assets Available for Benefits as of December 31, 2003 and 2002 and December 30, 2002

   3

Statements of Changes in Net Assets Available for Benefits for the year ended December 31, 2003, the day ended December 31, 2002 and the year ended December 30, 2002

   4

Notes to Financial Statements

   5-10

Supplemental Information

    

Schedule H, line 4i - Schedule of Assets (Held at End of Year) December 31, 2003*

   11

 

* Other schedules required by Section 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable.

 


Report of Independent Registered Public Accounting Firm

 

To the Participants and Administrator of

Owens Corning Savings Plan:

 

In our opinion, the accompanying statements of net assets available for benefits and the related statements of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of Owens Corning Savings Plan (the “Plan”) at December 31, 2003 and 2002 and December 30, 2002, and the changes in net assets available for benefits for the years ended December 31, 2003 and December 30, 2002 and the day ended December 31, 2002 in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit 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, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

 

Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule, Schedule H, line 4i – Schedule of Assets (Held at End of Year), is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is 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. This supplemental schedule is the responsibility of the Plan’s management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.

 

/s/ PricewaterhouseCoopers LLP

 

Toledo, Ohio

June 28, 2004

 


Owens Corning

Savings Plan

 

Statements of Net Assets Available for Benefits

 

     December 31,
2003


   December 31,
2002


   December 30,
2002


Assets:

                    

Investments:

                    

Mutual funds:

                    

Fidelity Low-Priced Stock Fund

   $ 70,334,405    $ 47,420,515    $ 47,076,097

Fidelity Retirement Money Market Portfolio

     50,928,537      51,870,420      51,760,447

Spartan U.S. Equity Index Fund

     37,301,320      27,064,407      27,026,150

Fidelity Blue Chip Growth Fund

     37,126,372      27,002,449      27,012,434

Fidelity Growth & Income Portfolio

     27,726,864      21,498,882      21,501,319

Fidelity Diversified International Fund

     26,740,103      16,699,791      16,610,886

Fidelity Puritan Fund

     23,345,130      19,144,254      19,107,882

Fidelity Aggressive Growth Fund

     15,283,587      14,270,227      14,247,569

Fidelity Investment Grade Bond Index

     12,905,110      12,854,464      12,800,837

Fidelity Growth Companies

     12,012,660      2,160,044      2,156,704

Fidelity U.S. Bond Index

     4,842,002      3,985,101      3,976,571

Fidelity Freedom 2020

     2,899,904      1,448,318      1,444,066

Fidelity Freedom 2010

     2,851,736      1,963,481      1,961,606

Spartan Extended Market Index

     2,672,329      463,775      461,122

Fidelity Freedom 2030

     1,573,965      586,863      586,290

Fidelity Freedom Income

     1,049,158      453,150      453,150

Fidelity Freedom 2040

     1,017,792      453,916      453,142

Fidelity Freedom 2000

     491,207      422,931      422,931
    

  

  

Total mutual funds

     331,102,181      249,762,988      249,059,203

Company common stock *

     319,772      439,757      450,256

Loans to participants (Note 4)

     8,102,783      7,694,009      7,730,283
    

  

  

Total investments

     339,524,736      257,896,754      257,239,742

Due from Owens Corning

     —        14,034,261      14,034,261

Net assets available for benefits

   $ 339,524,736    $ 271,931,015    $ 271,274,003
    

  

  

 

* Nonparticipant-directed (Note 3)

 

The accompanying notes are an integral part of the financial statements.

 

3


Owens Corning

Savings Plan

 

Statements of Changes in Net Assets Available for Benefits

 

     For the year ended
December 31, 2003


    For the day ended
December 31, 2002


    For the year ended
December 30, 2002


 

Investment income (loss):

                        

Dividends

   $ 4,840,947     $ 101,614     $ 4,255,685  

Interest on loans to participants

     420,363       345       528,914  

Realized loss on disposition of investments

     (16,358,063 )     (31,034 )     (25,162,891 )

Unrealized appreciation (depreciation) of investments

     74,761,318       514,826       (20,900,633 )
    


 


 


       63,664,565       585,751       (41,278,925 )

Contributions:

                        

Participants

     26,086,766       129,554       27,461,447  

Owens Corning

     12,478,978       —         25,647,058  

Transfers in

     49,589       —         212,590  
    


 


 


       38,615,333       129,554       53,321,095  

Deductions:

                        

Distributions to participants

     (27,383,759 )     (58,247 )     (21,778,666 )

Transfers out

     (7,107,569 )     —         (259,981 )

Administrative expenses and other

     (194,849 )     (46 )     (176,988 )
    


 


 


       (34,686,177 )     (58,293 )     (22,215,635 )

Net increase (decrease)

     67,593,721       657,012       (10,173,465 )

Net assets available for benefits:

                        

Beginning of period

     271,931,015       271,274,003       281,447,468  

End of period

   $ 339,524,736     $ 271,931,015     $ 271,274,003  
    


 


 


 

The accompanying notes are an integral part of the financial statements.

 

4


Owens Corning

Savings Plan

 

Notes to Financial Statements

 

Certain prior year amounts have been reclassified to conform to current year presentation.

 

1. Summary of Significant Provisions of the Plan and Accounting Policies

 

Operations of the Plan

 

The Owens Corning Savings Plan (the “Plan”) principally benefits salaried employees of Owens Corning and certain designated subsidiaries (the “Company”). An eligible employee may elect to enroll in the Plan at any time.

 

Effective December 31, 2001, the Plan elected to change the date of its year-end. Beginning on December 31, 2002, the plan year was the one-day plan year ending on December 31, 2002. Each plan year thereafter shall be the 12-month period beginning on January 1 and ending on the next following December 31.

 

Administrative expenses of the Plan are charged to the Plan and include professional fees, accounting and other administrative expenses.

 

Plan investment elections are shares of mutual funds managed by Fidelity Investments and Company stock. Fidelity Management Trust Company is the trustee (the “Trustee”) as defined by the Plan and the Company is the plan sponsor. Therefore, these transactions qualify as party-in-interest transactions.

 

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’s provisions.

 

Plan contributions

 

Beginning January 31, 2003, participants could elect to contribute from 1% to 50% of their base pay to the Plan. Prior to January 31, 2003, participants could elect to contribute from 1% to 30% of their base pay to the Plan. Participants may designate all or a portion of their contributions as deferred income up to the maximum allowed by federal law, pursuant to Section 401(k) of the Internal Revenue Code. These contributions are not subject to Federal income tax until such amounts are distributed to the participants. The Plan requires remittance of participant contributions to the Trustee when deducted from participants’ paychecks.

 

Beginning January 1, 2003, the Company matched 100% of participants’ contributions up to 5% of eligible compensation. Prior to January 1, 2003, the Company matched 50% of participants’ contributions up to 10% of eligible compensation.

 

5


Owens Corning

Savings Plan

 

Notes to Financial Statements

 

1. Summary of Significant Provisions of the Plan and Accounting Policies (continued)

 

Plan contributions (continued)

 

The participants earned discretionary profit sharing contributions of approximately $14,034,000 for the year ended December 30, 2002, which was fully paid subsequent to the Plan’s year-end and is included as Due from Owens Corning in the related Statement of Net Assets Available for Benefits. The participants earned no discretionary profit sharing contributions for the day ended December 31, 2002. Effective January 1, 2003, profit sharing contributions will no longer be made to the Plan. All Company contributions were invested according to the participant’s elections at the time of the contribution; if a participant has no election on file, contributions are invested in the Fidelity Retirement Money Market Portfolio.

 

Included in participant contributions for the years ended December 31, 2003 and December 30, 2002, in the accompanying financial statements is approximately $959,000 and $3,184,000, respectively, of rollovers from other plans, including the hourly savings plan maintained by the Company. There were no rollovers included in participant contributions for the day ended December 31, 2002.

 

Allocation of contributions

 

Participant contributions are allocated to individual participant accounts each pay period. Company matching contributions are allocated to individual participant accounts each pay period. Each participant account is adjusted on each business day to reflect the fair market value of the investment funds in which the account is invested.

 

Plan investment options

 

Participants elect to have their contributions invested in 1% increments among the investment funds made available under the Plan. 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 Trustee, at its sole discretion subject to the provisions in the trust agreement, may hold any portion of any contribution in cash, which it considers necessary to meet anticipated disbursements.

 

Basis of accounting

 

The accompanying financial statements have been prepared on the accrual basis. Investments are reported at quoted market values and trades are recorded at market value on the date of trade.

 

6


Owens Corning

Savings Plan

 

Notes to Financial Statements

 

1. Summary of Significant Provisions of the Plan and Accounting Policies (continued)

 

Use of estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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. Actual results could differ from those estimates.

 

Realized and unrealized gains and losses and unrealized appreciation and depreciation

 

Purchases and sales of investments are reflected on a trade-date basis. Realized and unrealized gains and losses are calculated using the average historical cost of investments. Unrealized appreciation (depreciation) represents the change in cumulative unrealized appreciation (depreciation) on investments since the beginning of year.

 

Income taxes

 

The Internal Revenue Service has issued a determination letter dated April 8, 2004, 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 contributions so designated, subject to certain limitations, until such time as they are 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 become fully vested. 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.

 

7


Owens Corning

Savings Plan

 

Notes to Financial Statements

 

2. Plan Sponsor Voluntary Petition For Relief Under Chapter 11

 

As discussed in Note 1 of the Company’s 2003 financial statements included in its annual report filed on Form 10-K, the Company filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code on October 5, 2000. The United States Bankruptcy Court for the District of Delaware approved the Company’s motion to continue to operate the Plan. The Plan will continue to be funded in accordance with the Plan Agreement provisions subject to the outcome of the Chapter 11 bankruptcy proceedings noted above.

 

3. Nonparticipant-Directed Investments

 

Information about the significant components of the net assets and changes in net assets available for benefits relating to the nonparticipant-directed investment in Company common stock is as follows:

 

     December 31
2003


    December 31
2002


    December 30
2002


 

Net assets available for benefits:

                        

Plan interest in Company common stock

   $ 319,772     $ 439,757     $ 450,256  
    


 


 


     Year Ended
December 31
2003


    Day Ended
December 31
2002


    Year Ended
December 30
2002


 

Changes in net assets available for benefits:

                        

Realized loss on disposition of assets

   $ (8,197,600 )   $ (18,489 )   $ (10,445,704 )

Unrealized appreciation of investments

     8,194,637       8,022       8,934,829  
    


 


 


       (2,963 )     (10,467 )     (1,510,875 )

Distributions and other

     (117,022 )     (32 )     (531,517 )
    


 


 


Net change

   $ (119,985 )   $ (10,499 )   $ (2,042,392 )
    


 


 


 

8


Owens Corning

Savings Plan

 

Notes to Financial Statements

 

4. Loans

 

Loans may be made from the Plan to active participants. The total amount a participant may borrow is the lesser of $50,000 or 50% of their total vested account balance, limited to the total of contributions designated as before-tax and related earnings. The minimum amount available for a loan is $1,000. The total amount a participant may borrow is reduced by the highest outstanding loan balance in the prior one-year period.

 

Loans advanced are repaid through regular payroll deductions with interest 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 the same manner as the participant’s contributions.

 

5. Vesting, Forfeitures and Distributions

 

Prior to January 1, 2003, employees became 100% vested in Company contributions and earnings thereon after three years of completed service. Beginning January 1, 2003, employees became 100% vested in all Company matching contributions made prior to that date and become 100% vested in future Company matching contributions when made. However, Company profit sharing contributions continue to become 100% vested after three years of completed service. Such amounts also become fully vested upon 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 of employment 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 at any time withdraw all or any part of the value of their contributions, excluding contributions designated as deferrals. Participants aged 59-1/2, or older, may withdraw all or a portion of their before-tax contributions and earnings. Otherwise, before-tax contributions may be withdrawn only under serious financial hardship. Earnings credited to the before-tax contributions before 1989, if any, are available for withdrawal only if participants can show evidence of a serious financial hardship.

 

9


Owens Corning

Savings Plan

 

Notes to Financial Statements

 

5. Vesting, Forfeitures and Distributions (continued)

 

Company contributions and earnings thereon subsequent to December 30, 1989, cannot be withdrawn by Participants, even if vested, unless terminated, retired, 65 years of age or deceased. Prior to January 1, 2003 participants who voluntarily terminated or were terminated for cause forfeited the non-vested portion of the Company contributions and related earnings. Forfeitures are applied to reduce subsequent Company contributions to the Plan. The market value of the underlying investments forfeited by employees withdrawing from the Plan was approximately $604,000 and $1,397,000, respectively, for the years ended December 31, 2003 and December 30, 2002, and $1,000 for the day ended December 31, 2002.

 

Included in distributions to participants in the accompanying financial statements for the years ended December 31, 2003 and December 30, 2002 is approximately $1,449,000 and $1,397,000, respectively, of transfers to an hourly savings plan maintained by the Company. There were no transfers to such hourly savings plan during the day ended December 31, 2002.

 

6. Risks and Uncertainties

 

The Plan’s invested assets ultimately consist of mutual funds and other investment securities. Investment securities are exposed to various risks, such as interest rate, market, and credit. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in risks in the near term would materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits and statement of changes in net assets available for benefits.

 

10


Owens Corning

Savings Plan

Plan Number 004

EIN 34-4323452

 

Schedule H, line 4i - Schedule of Assets (Held at End of Year)

December 30, 2002

 

Identity of Issuer


  

Description of Investment


   Cost

   Current Value

Fidelity **

  

Low-Priced Stock Fund

     *    $ 70,334,405
    

Retirement Money Market Portfolio

     *      50,928,537
    

Spartan U.S. Equity Index Fund

     *      37,301,320
    

Blue Chip Growth Fund

     *      37,126,372
    

Growth & Income Portfolio

     *      27,726,864
    

Diversified International Fund

     *      26,740,103
    

Puritan Fund

     *      23,345,130
    

Aggressive Growth Fund

     *      15,283,587
    

Investment Grade Bond Index

     *      12,905,110
    

Growth Companies

     *      12,012,660
    

U.S. Bond Index

     *      4,842,002
    

Freedom 2020

     *      2,899,904
    

Freedom 2010

     *      2,851,736
    

Spartan Extended Market Index

     *      2,672,329
    

Freedom 2030

     *      1,573,965
    

Freedom Income

     *      1,049,158
    

Freedom 2040

     *      1,017,792
    

Freedom 2000

     *      491,207

Owens Corning **

  

Company common stock

   $ 23,613,564      319,772
    

Loans to participants (interest rates ranging from 4%-11.5%; maturity dates ranging from 2004-2011)

     *      8,102,783
                

                 $ 339,524,736
                

 

* Costs not included, as funds are participant directed

 

** Represents a party-in-interest

 

11

EX-23 2 dex23.htm CONSENT OF PRICEWATERHOUSECOOPERS LLP Consent of PricewaterhouseCoopers LLP

Exhibit 23

 

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 and S-8 (Nos. 33-9563, 33-9986, 33-18262, 33-20997, 33-27209, 33-31687, 33-48707, 33-57886, 33-60487, 333-09367, 333-47961, 333-48153, 333-76715, 333-76717, 333-76765, 333-40818 and 333-40824) of Owens Corning of our report dated June 28, 2004 relating to the financial statements of Owens Corning Savings Plan, which appears in this Form 11-K.

 

/s/ PricewaterhouseCoopers LLP

 

Toledo, Ohio

June 28, 2004

 

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