-----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, J6kREfW91CYTcUhRobxVI9VEHjbEFqu1QS8XDPW+buR/E3IKL4La1GdlQelzm1ky dzDfLtOEoNFREMuTt5tw9g== 0001193125-05-127135.txt : 20050617 0001193125-05-127135.hdr.sgml : 20050617 20050617153240 ACCESSION NUMBER: 0001193125-05-127135 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050617 DATE AS OF CHANGE: 20050617 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: 05903110 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
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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, 2004

 

OWENS CORNING

SAVINGS AND SECURITY PLAN

 

OWENS CORNING

One Owens Corning Parkway

Toledo, Ohio 43659

 

Commission File No. 1-3660

 



Table of Contents

REQUIRED INFORMATION

 

(a) Financial Statements and Schedule.

 

1. 2004 Report of Independent Registered Public Accounting Firm

 

2. Statements of Net Assets Available for Benefits - as of December 31, 2004 and 2003

 

3. Statements of Changes in Net Assets Available for Benefits - for the years ended December 31, 2004 and 2003

 

4. Notes to Financial Statements

 

5. Schedule H, line 4i - Schedule of Assets (Held at End of Year) December 31, 2004

 

(b) Exhibits.

 

Exhibit (23), Consent of Independent Registered Public Accounting Firm

 

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.


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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 AND SECURITY PLAN

By:  

/s/ Richard C. Tober

   

Richard C. Tober

   

Plan Administrator

Dated: June 17, 2005


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Owens Corning

 

Savings and Security Plan

Financial Statements and Supplemental Information

December 31, 2004 and 2003


Table of Contents

Owens Corning

Savings and Security Plan

 

Index

December 31, 2004 and 2003

 

     Page

Financial Statements     

Report of Independent Registered Public Accounting Firm

   2

Statements of Net Assets Available for Benefits as of December 31, 2004 and 2003

   3

Statements of Changes in Net Assets Available for Benefits for the years ended December 31, 2004 and 2003

   4

Notes to Financial Statements

   5-10
Supplemental Information     

Schedule H, line 4i - Schedule of Assets (Held at End of Year) December 31, 2004*

   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.


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Report of Independent Registered Public Accounting Firm

 

To the Participants and Administrator of

Owens Corning Savings and Security 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 and Security Plan (the “Plan”) at December 31, 2004 and 2003, and the changes in net assets available for benefits for the years then ended 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 17, 2005

 


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Owens Corning

Savings and Security Plan

 

Statements of Net Assets Available for Benefits

 

     December 31,

     2004

   2003

Assets:

             

Investments:

             

Mutual funds:

             

Fidelity Retirement Money Market Portfolio

   $ 38,481,769    $ 34,577,058

Fidelity Low-Priced Stock Fund

     22,769,515      17,402,839

Fidelity Blue Chip Growth Fund

     9,419,676      7,977,525

Fidelity Puritan Fund

     9,050,468      8,784,717

Spartan U.S. Equity Index Fund

     8,747,512      7,149,652

Fidelity Growth & Income Portfolio

     6,025,147      5,020,416

Fidelity Diversified International Fund

     5,436,542      3,567,476

Fidelity Growth Companies

     4,619,939      3,050,202

Fidelity Aggressive Growth Fund

     2,763,719      2,969,903

Fidelity Investment Grade Bond Fund

     2,484,759      2,319,050

Fidelity Freedom 2020

     1,229,017      833,297

Fidelity U.S. Bond Index

     1,140,720      921,132

Fidelity Freedom 2010

     1,029,820      685,408

Fidelity Freedom 2030

     826,581      420,648

Spartan Extended Market Index

     462,557      211,227

Fidelity Freedom 2040

     455,904      290,439

Fidelity Freedom Income

     343,418      181,825

Fidelity Freedom 2000

     306,998      165,372
    

  

Total mutual funds

     115,594,061      96,528,186

Company common stock

     3,178,331      361,663

Loans to participants (Note 4)

     6,117,652      5,009,505
    

  

Total investments

     124,890,044      101,899,354
    

  

Due from Owens Corning

     175,467      104,381

Other receivables

     27,534      —  
    

  

Total assets

     125,093,045      102,003,735
    

  

Liabilities:

             

Due to participants

     20,563      —  
    

  

Net assets available for benefits

   $ 125,072,482    $ 102,003,735
    

  

 

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

 

3


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Owens Corning

Savings and Security Plan

 

Statements of Changes in Net Assets Available for Benefits

 

    

For the years ended

December 31,


 
     2004

    2003

 

Investment income (loss):

                

Dividends

   $ 2,723,901     $ 1,325,475  

Interest on loans to participants

     256,034       253,850  

Realized loss on disposition of investments

     (4,698,825 )     (6,531,446 )

Unrealized appreciation of investments

     14,379,255       19,123,249  
    


 


       12,660,365       14,171,128  

Contributions:

                

Participants

     13,465,065       13,040,418  

Owens Corning

     7,907,550       6,428,420  

Transfers in

     501,477       335,656  
    


 


       21,874,092       19,804,494  

Deductions:

                

Distributions to participants

     (10,030,568 )     (13,281,669 )

Transfers out

     (1,244,742 )     (4,308,099 )

Administrative expenses and other

     (190,400 )     (200,371 )
    


 


       (11,465,710 )     (17,790,139 )

Net increase

     23,068,747       16,185,483  
    


 


Net assets available for benefits:

                

Beginning of period

     102,003,735       85,818,252  
    


 


End of period

   $ 125,072,482     $ 102,003,735  
    


 


 

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

 

4


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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 hourly employees of Owens Corning and certain subsidiaries (the “Company”). An eligible employee may elect to enroll in the Plan at any time.

 

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. The Plan does not currently permit new investments in Company stock, but allows participants to elect to transfer amounts currently invested in Company stock to any other investment fund. 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 permitted 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.

 

The Plan may provide a retirement contribution equal to a specified percentage of eligible pay (which percentage varies by employee group) for participants who work at a plant or business unit where a defined benefit pension plan is not available. Company contributions relating to the retirement contribution are invested according to the participant’s elections at the time of contribution.

 

The Company matches 100% of participants’ contributions up to 5% of eligible compensation at most locations. At most remaining locations, the Company matches 50% of all participants’ contributions up to 5% of eligible compensation. The Company may match participant contributions at various negotiated rates at certain locations.

 

5


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Owens Corning

Savings and Security 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 $175,000 and $104,000 for the years ended December 31, 2004 and 2003, respectively. These discretionary profit sharing contributions were fully paid subsequent to the Plan’s year-end and are included as Due from Owens Corning in the related Statement of Net Assets Available for Benefits. All Company contributions are 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, 2004 and December 31, 2003, in the accompanying financial statements is approximately $145,000 and $299,000, respectively, of rollovers from other plans. Included in transfers in for the same years is approximately $501,000 and $336,000, respectively, of transfers from a salaried savings plan maintained by the Company.

 

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.

 

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.

 

6


Table of Contents

Owens Corning

Savings and Security Plan

 

Notes to Financial Statements

 

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

 

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. The Plan has been amended since the determination letter was 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 the Company has not expressed any intent to do so, it 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, if not previously vested, would become fully vested. Participants would, in accordance with the terms of the Plan, receive a distribution of their account balances including their contributions to the Plan and Company contributions to the Plan on their behalf and the earnings on those contributions.

 

2. Plan Sponsor Voluntary Petition For Relief Under Chapter 11

 

As discussed in Note 1 of the Company’s 2004 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. Realized Gains and Losses and Unrealized Appreciation and Depreciation

 

Purchases and sales of investments are reflected on a trade-date basis. Realized 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 the year.

 

7


Table of Contents

Owens Corning

Savings and Security Plan

 

Notes to Financial Statements

 

3. Realized Gains and Losses and Unrealized Appreciation and Depreciation (continued)

 

During 2004 and 2003, the Plan’s investments, including gains and losses on investments bought and sold, as well as held during the year, appreciated by $9,680,430 and $12,591,803, respectively, as follows:

 

     For the years ended December 31,

     2004

   2003

Mutual funds

   $ 6,452,572    $ 12,579,438

Common stock

     3,227,858      12,365
    

  

     $ 9,680,430    $ 12,591,803
    

  

 

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. Under the Plan’s terms, a borrower has from one to five years to repay the loan. Loans transferred into the Plan from other plans are continued under the same terms applicable to the loan when it originated. Some of these transferred loans may have a repayment term that is longer than five years. Repayments of principal and interest are invested in the same manner as the participant’s contributions.

 

5. Vesting, Forfeitures and Distributions

 

At a majority of locations, participants become 100% vested in Company contributions and earnings thereon after five years of completed service at a rate of 20% per year. At most remaining locations participants 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. Employees are always 100% vested in participant contributions.

 

8


Table of Contents

Owens Corning

Savings and Security Plan

 

Notes to Financial Statements

 

5. Vesting, Forfeitures and Distributions (continued)

 

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 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 who voluntarily terminate or are terminated for cause will forfeit 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 $143,000 and $130,000 in the years ended December 31, 2004 and 2003, respectively.

 

Participants aged 59-1/2, or older, may withdraw all or a portion of their before-tax contributions and earnings up to two times each calendar year on the same dates as discussed above. 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.

 

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.

 

Included in transfers out in the accompanying financial statements for the years ended December 31, 2004 and 2003 is approximately $1,245,000 and $50,000, respectively, of transfers to a salaried savings plan maintained by the Company. The remaining transfers out for the year ended December 31, 2003 are the result of the Company’s divestiture of its metals business during 2003.

 

9


Table of Contents

Owens Corning

Savings and Security Plan

 

Notes to Financial Statements

 

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 inherent risk associated with investment securities and the uncertainty related to changes in the value of investment securities, it is at least reasonably possible that the exposure to these various risks and uncertainties 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


Table of Contents

Owens Corning

Savings and Security Plan

Plan Number 014

EIN 34-4323452

 

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

December 31, 2004

 

Identity of Issuer


  

Description of Investment


   Cost *

   Current Value

 
Fidelity **    Retirement Money Market Portfolio         $ 38,481,769  ***
     Low-Priced Stock Fund           22,769,515  ***
     Blue Chip Growth Fund           9,419,676  ***
     Puritan Fund           9,050,468  ***
     Spartan U.S. Equity Index Fund           8,747,512  ***
     Growth & Income Portfolio           6,025,147  
     Diversified International Fund           5,436,542  
     Growth Companies           4,619,939  
     Aggressive Growth Fund           2,763,719  
     Investment Grade Bond Fund           2,484,759  
     Freedom 2020           1,229,017  
     U.S. Bond Index           1,140,720  
     Freedom 2010           1,029,820  
     Freedom 2030           826,581  
     Spartan Extended Market Index           462,557  
     Freedom 2040           455,904  
     Freedom Income           343,418  
     Freedom 2000           306,998  
Owens Corning **    Company common stock           3,178,331  
    

Loans to participants (interest rates ranging from 4%-10%; maturity dates ranging from 2005-2011)

          6,117,652  
              


               $ 124,890,044  
              


 

* Cost not included as all funds are participant directed

 

** Represents a party-in-interest

 

*** Represents five percent or more of Plan assets

 

11

EX-23 2 dex23.htm CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM Consent of Independent Registered Public Accounting Firm

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 17, 2005 relating to the financial statements of Owens Corning Savings and Security Plan, which appears in this Form 11-K.

 

/s/ PricewaterhouseCoopers LLP

 

Toledo, Ohio

June 17, 2005

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