SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the Quarter Ended June 30, 1996
Commission File No. 1-3660
Owens Corning
Fiberglas Tower, Toledo, Ohio 43659
Telephone No. (419) 248-8000
A Delaware Corporation
I.R.S. Employer Identification No. 34-4323452
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes [ X ] No [ ]
Shares of common stock, par value $.10 per share, outstanding
at July 31, 1996
51,522,580
-2-
PART 1. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<S> <C> <C> <C> <C>
Quarter Six Months
Ended Ended
June 30, June 30,
1996 1995 1996 1995
(In millions of dollars, except share data)
NET SALES $956 $ 877 $1,805 $1,721
COST OF SALES 701 639 1,332 1,269
Gross margin 255 238 473 452
OPERATING EXPENSES
Marketing and administrative
expenses 116 102 244 215
Science and technology expenses 20 19 41 37
Provision for asbestos
litigation claims (8) 875 - 875 -
Other 6 2 3 13
Total operating expenses 1,017 123 1,163 265
INCOME (LOSS) FROM OPERATIONS (762) 115 (690) 187
Cost of borrowed funds 18 23 36 49
INCOME (LOSS) BEFORE PROVISION
FOR INCOME TAXES (780) 92 (726) 138
Provision (credit) for
income taxes (3) (304) 33 (288) 50
INCOME (LOSS) BEFORE EQUITY
IN NET INCOME OF AFFILIATES (476) 59 (438) 88
Equity in net income of
affiliates 3 4 4 7
NET INCOME (LOSS) $(473) $ 63 $(434) $ 95
NET INCOME (LOSS) PER COMMON SHARE
Primary net income (loss)
per share $(9.19) $ 1.25 $ (8.43) $1.98
Fully diluted net income
(loss) per share $(9.19) $ 1.20 $ (8.43) $1.88
Weighted average number
of common shares
outstanding (in millions)
Primary 51.5 50.4 51.5 48.0
Assuming full dilution 51.5 53.4 51.5 52.3
</TABLE>
The accompanying notes are an integral part of this statement.
-3-
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
<TABLE>
<S> <C> <C>
June 30, Dec. 31,
1996 1995
ASSETS (In millions of dollars)
CURRENT
Cash and cash equivalents $ 24 $ 18
Receivables 423 314
Inventories (4) 329 253
Insurance for asbestos litigation
claims - current portion (8) 100 100
Deferred income taxes 70 70
VEBA trust 42 51
Income tax receivable - 50
Investment in affiliate held for sale - 36
Other current assets 29 35
Total current 1,017 927
OTHER
Insurance for asbestos litigation
claims (8) 492 330
Deferred income taxes 597 252
Goodwill (6) 262 249
Investments in affiliates 59 50
Other noncurrent assets 146 147
Total other 1,556 1,028
PLANT AND EQUIPMENT, at cost
Land 56 52
Building and leasehold improvements 596 581
Machinery and equipment 2,308 2,266
Construction in progress 244 168
----- -----
3,204 3,067
Less--Accumulated depreciation (1,797) (1,761)
------ ------
Net plant and equipment 1,407 1,306
TOTAL ASSETS $3,980 $3,261
</TABLE>
The accompanying notes are an integral part of this statement.
-4-
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(Continued)
<TABLE>
<S> <C> <C>
June 30, Dec. 31,
1996 1995
(In millions of dollars)
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT
Accounts payable and accrued liabilities $ 534 $ 587
Reserve for asbestos litigation claims -
current portion (8) 275 250
Short-term debt 152 64
Long-term debt - current portion 18 35
Total current 979 936
LONG-TERM DEBT 972 794
OTHER
Reserve for asbestos litigation claims (8) 1,841 887
Other employee benefits liability 360 367
Pension plan liability 68 75
Other 232 220
Total other 2,501 1,549
COMPANY OBLIGATED CONVERTIBLE
SECURITY OF SUBSIDIARY HOLDING
SOLELY PARENT DEBENTURES (MIPS) 194 194
STOCKHOLDERS' EQUITY
Common stock 584 579
Deficit (7) (1,219) (781)
Foreign currency translation adjustments (12) 9
Other (19) (19)
Total stockholders' equity (666) (212)
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $3,980 $3,261
</TABLE>
The accompanying notes are an integral part of this statement.
-5-
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
Quarter Six Months
Ended Ended
June 30, June 30,
1996 1995 1996 1995
(In millions of dollars)
<TABLE>
<S> <C> <C> <C> <C>
NET CASH FLOW FROM OPERATIONS
Net income (loss) $(473) $ 63 $(434) $ 95
Reconciliation of net cash
provided by operating
activities:
Noncash items:
Provision for asbestos
litigation claims (8) 875 - 875 -
Provision for depreciation
and amortization 32 31 63 61
Provision (credit) for
deferred income taxes (345) 27 (345) 41
Other 4 3 7 12
(Increase) decrease in
receivables (34) (19) (101) (18)
(Increase) decrease in
inventories (18) (44) (69) (84)
Increase (decrease) in accounts
payable and accrued liabilities 2 (31) (66) (99)
Increase (decrease) in accrued
income taxes 7 21 55 15
Other 23 (49) (14) (77)
Net cash flow from operations 73 2 (29) (54)
NET CASH FLOW FROM INVESTING
Additions to plant and equipment (90) (55) (167) (114)
Investment in subsidiaries,
net of cash acquired (6) (39) - (39) -
Proceeds from the sale of
affiliate - - 55 -
Other (6) 2 (12) -
Net cash flow from
investing $(135) $(53) $(163) $(114)
</TABLE>
The accompanying notes are an integral part of this statement.
-6-
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(Continued)
Quarter Six Months
Ended Ended
June 30, June 30,
1996 1995 1996 1995
(In millions of dollars)
<TABLE>
<S> <C> <C> <C> <C>
NET CASH FLOW FROM FINANCING
Net additions (reductions) to
long-term credit facilities $ 86 $ (36) $184 $ 70
Other additions to long-term debt 13 17 13 51
Other reductions to long-term debt (20) (74) (32) (102)
Net increase (decrease) in
short-term debt 47 (32) 88 (19)
Issuance of preferred stock of
subsidiary (MIPS) - 194 - 194
Other - 1 2 (7)
Net cash flow from financing 126 70 255 187
NET CASH FLOW FROM ASBESTOS-RELATED
ACTIVITIES
Proceeds from insurance for asbestos
litigation claims 33 33 63 81
Payments for asbestos litigation
claims (86) (57) (121) (155)
Net cash flow from asbestos-
related activities (53) (24) (58) (74)
Effect of exchange rate changes
on cash - 2 1 3
Net increase (decrease) in cash
and cash equivalents 11 (3) 6 (52)
Cash and cash equivalents at
beginning of period 13 10 18 59
Cash and cash equivalents at end
of period $ 24 $ 7 $ 24 $ 7
</TABLE>
The accompanying notes are an integral part of this statement.
-7-
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
<TABLE>
<S> <C> <C> <C> <C>
Quarter Six Months
Ended Ended
June 30, June 30,
1996 1995 1996 1995
1. SEGMENT DATA (In millions of dollars)
NET SALES
Industry Segments
Building Materials
United States $ 575 $ 493 $1,048 $ 949
Europe 63 62 127 127
Canada and other 25 20 43 51
Total Building Materials 663 575 1,218 1,127
Composite Materials
United States 149 151 297 303
Europe 106 115 215 220
Canada and other 38 36 75 71
Total Composite Materials 293 302 587 594
Intersegment sales
Building Materials - - - -
Composite Materials 29 26 54 52
Eliminations (29) (26) (54) (52)
Net sales $ 956 $ 877 $1,805 $1,721
Geographic Segments
United States $ 724 $ 644 $1,345 $1,252
Europe 169 177 342 347
Canada and other 63 56 118 122
----- ----- ------ ------
956 877 1,805 1,721
Intersegment sales
United States 21 14 38 27
Europe 12 3 21 7
Canada and other 19 25 40 45
Eliminations (52) (42) (99) (79)
Net sales $ 956 $ 877 $1,805 $1,721
</TABLE>
-8-
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
Quarter Six Months
1. SEGMENT DATA (Continued) Ended Ended
June 30, June 30,
1996 1995 1996 1995
(In millions of dollars)
INCOME FROM OPERATIONS (1)
Industry Segments
Building Materials
United States $ 70 $ 56 $ 83 $ 88
Europe 3 5 8 13
Canada and other - 1 (4) 8
Total Building Materials 73 62 87 109
Composite Materials
United States 37 41 68 75
Europe 20 15 40 23
Canada and other 5 6 11 9
Total Composite Materials 62 62 119 107
General corporate expense (897) (9) (896) (29)
Income (loss) from operations (762) 115 (690) 187
Cost of borrowed funds (18) (23) (36) (49)
Income (loss) before provision
for income taxes $(780) $ 92 $(726) $138
Geographic Segments
United States $ 107 $ 97 $ 151 $163
Europe 23 20 48 36
Canada and other 5 7 7 17
General corporate expense (897) (9) (896) (29)
Income (loss) from operations (762) 115 (690) 187
Cost of borrowed funds (18) (23) (36) (49)
Income (loss) before provision
for income taxes $(780) $ 92 $(726) $138
</TABLE>
(1) Income from operations for the quarter and six months
ended June 30, 1996, includes the Company's pretax charge of
$875 million for asbestos litigation claims to be received
after 1999, all of which was recorded as a charge to general
corporate expense. Income from operations for the six months
ended June 30, 1996 includes the Company's pretax gain of $37
million from the sale of its ownership interest in its
Japanese affiliate Asahi Fiber Glass Co. Ltd., all of which
was recorded as a reduction in general corporate expense.
Also included are special charges totaling $42 million
including valuation adjustments associated with prior
divestitures, major product line productivity initiatives and
a contribution to the Owens Corning Foundation. The impact
of these special items was to reduce income from operations
for Building Materials in the United States, Europe, and
Canada and other by $19 million, $1 million and $2 million,
respectively, Composite Materials in the United States and
Europe by $3 million and $2 million, respectively, and to
increase general corporate expense by $15 million.
-9-
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
2. GENERAL
The financial statements included in this Report are
condensed and unaudited, pursuant to certain Rules and
Regulations of the Securities and Exchange Commission, but
include, in the opinion of the Company, adjustments necessary
for a fair statement of the results for the periods
indicated, which, however, are not necessarily indicative of
results which may be expected for the full year.
In connection with the condensed financial statements and
notes included in this Report, reference is made to the
financial statements and notes thereto contained in the
Company's 1995 Annual Report on Form 10-K, as filed with the
Securities and Exchange Commission.
3. INCOME TAXES
The reconciliation between the U.S. federal statutory rate
and the Company's effective income tax rate is:
<TABLE>
<S> <C> <C> <C> <C>
Quarter Six Months
Ended Ended
June 30, June 30,
1996 1995 1996 1995
(In millions of dollars)
U.S. federal statutory rate (35)% 35% (35)% 35%
Adjustment of deferred tax
asset allowance - - (1) -
State and local income taxes (3) 2 (4) 2
Other (1) (1) - (1)
Effective tax rate (39)% 36% (40)% 36%
</TABLE>
During the first quarter of 1996, the Company reversed
approximately $7 million of its valuation allowances, as
management determined that the operating loss carryforwards
of certain foreign subsidiaries are realizable.
4. INVENTORIES
<TABLE>
<S> <C> <C>
Inventories are summarized as follows:
June 30, December 31,
1996 1995
(In millions of dollars)
Finished goods $ 276 $ 210
Materials and supplies 139 127
FIFO inventory 415 337
Less: Reduction to LIFO basis (86) (84)
Inventories $ 329 $ 253
</TABLE>
Approximately $191 million and $175 million of FIFO
inventories were valued using the LIFO method at June 30,
1996 and December 31, 1995, respectively.
-10-
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
5. CONSOLIDATED STATEMENT OF CASH FLOWS
Cash payments, net of refunds, for income taxes and cost of
borrowed funds are summarized as follows:
<TABLE>
<S> <C> <C> <C> <C>
Quarter Six Months
Ended Ended
June 30, June 30,
1996 1995 1996 1995
(In millions of dollars)
Income taxes $ 8 $(23) $ (9) $(22)
Cost of borrowed funds 33 40 39 49
</TABLE>
The Company considers all highly liquid debt instruments
purchased with a maturity of three months or less to be cash
equivalents.
6. ACQUISITIONS
During the second quarter of 1996, the Company made
acquisitions in the U.K. and U.S. Building Materials segment.
The aggregate purchase price of the acquisitions was $39
million.
These acquisitions were accounted for under the purchase
method of accounting, whereby the assets acquired and
liabilities assumed have been recorded at their fair values
and the results of operations of the acquisitions have been
included in the Company's consolidated financial statements
subsequent to the acquisition date.
The purchase price allocations were based on preliminary
estimates of fair market value and are subject to revision.
The purchases included goodwill of $7 million. The goodwill
is being amortized on a straight-line basis over 40 years.
The pro forma effect of the acquisitions was not material to
net income for the six months ended June 30, 1996 or 1995.
7. DIVIDENDS
During the second quarter of 1996, the Board of Directors
approved an annual dividend policy of 25 cents per share and
declared a quarterly dividend of 6-1/4 cents per share
payable on October 15, 1996 to shareholders of record as of
September 30, 1996.
8. CONTINGENT LIABILITIES
ASBESTOS LIABILITIES
The Company is a co-defendant with other former
manufacturers, distributors and installers of products
containing asbestos and with miners and suppliers of asbestos
fibers (collectively, the "Producers") in personal injury and
property damage litigation. The personal injury claimants
generally allege injuries to their health caused by
inhalation of asbestos fibers from the Company's products.
Most of the claimants seek punitive damages as well as
compensatory damages. The property damage claims generally
allege property damage to school, public and commercial
buildings resulting from the presence of products containing
asbestos. Virtually all of the asbestos-related lawsuits
against the Company arise out of its manufacture,
distribution, sale
-11-
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
8. CONTINGENT LIABILITIES (Continued)
or installation of an asbestos-containing calcium silicate,
high temperature insulation product, the manufacture of which
was discontinued in 1972.
Status
As of June 30, 1996, approximately 152,200 asbestos personal
injury claims were pending against the Company, of which
24,300 were received in the first six months of 1996. The
Company received approximately 55,900 such claims in 1995,
29,100 in 1994, and 32,400 in 1993.
Many of the recent claims appear to be the product of mass
screening programs and not to involve malignancies or other
significant asbestos related impairment. The Company
believes that as many as 40,000 of the recent claims involve
plaintiffs whose pulmonary function tests (PFTs) were
improperly administered or manipulated by the testing
laboratory or otherwise inconsistent with proper medical
practice, and it is investigating a number of testing
organizations and their methods. On June 19, 1996 the
Company filed suit in federal court in New Orleans against
the owners and operators of certain lab facilities in the
southeastern U.S. challenging such improper testing
practices.
The Company is engaging in discussions with a group of
approximately 30 leading plaintiffs' law firms to explore
approaches toward resolution of its asbestos liability. The
discussions are expected to cover the possible resolution of
both pending claims and claims that may be filed in the
future. While discussions are ongoing, the law firms
involved in the talks have agreed to refrain from serving any
further asbestos claims on the Company unless they involve
malignancies. This agreement may have impacted the number of
cases received by the Company during the second quarter of
1996.
Through June 30, 1996, the Company had resolved (by
settlement or otherwise) approximately 176,900 asbestos
personal injury claims, including the dismissal in May 1996
of approximately 15,000 maritime cases, which named Owens
Corning as a defendant, for lack of medical proof. During
1993, 1994, and 1995, the Company resolved approximately
60,000 asbestos personal injury claims, over 99% without
trial, and incurred total indemnity payments of $641 million
(an average of about $10,700 per case).
The Company's indemnity payments have varied considerably
over time and from case to case, and are affected by a
multitude of factors. These include the type and severity of
the disease sustained by the claimant (i.e., mesothelioma,
lung cancer, other types of cancer, asbestosis or pleural
changes); the occupation of the claimant; the extent of the
claimant's exposure to asbestos-containing products
manufactured, sold or installed by the Company; the extent of
the claimant's exposure to asbestos-containing products
manufactured, sold or installed by other Producers; the
number and financial resources of other Producer defendants;
the jurisdiction of suit; the presence or absence of other
possible causes of the claimant's illness; the availability
or not of legal defenses such as the statute of limitations
or state of the art; whether the claim was resolved on an
individual basis or as part of a group settlement; and
whether the claim proceeded to an adverse verdict or
judgment.
-12-
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
8. CONTINGENT LIABILITIES (Continued)
Insurance
As of June 30, 1996, the Company had approximately $367
million in unexhausted insurance coverage (net of deductibles
and self-insured retentions and excluding coverage issued by
insolvent carriers) under its liability insurance policies
applicable to asbestos personal injury claims. This
insurance, which is substantially confirmed, includes both
products hazard coverage and primary level non-products
coverage. Portions of this coverage are not available until
1997 and beyond under agreements with the carriers confirming
such coverage. All of the Company's liability insurance
policies cover indemnity payments and defense fees and
expenses subject to applicable policy limits.
In addition to its confirmed primary level non-products
insurance, the Company has a significant amount of
unconfirmed potential non-products coverage with excess level
carriers. For purposes of calculating the amount of
insurance applicable to asbestos liabilities, the Company has
estimated its probable recoveries in respect of this
additional non-products coverage at $225 million, which
amount was recorded in the second quarter of 1996. This
coverage is unconfirmed and the amount and timing of
recoveries from these excess level policies will depend on
subsequent negotiations or proceedings.
Reserve
The Company's 1995 financial statements included a reserve
for the estimated cost associated with asbestos personal
injury claims that may be received through the year 1999.
Such financial statements did not include any provision for
the cost of unasserted claims which might be received in
years subsequent to 1999 because management was unable to
predict the number of such claims and other factors which
would affect the cost of such claims. Throughout 1996, the
Company continued to review the feasibility of making
provision for the cost of unasserted asbestos personal injury
claims with respect to claims which may be received by the
Company during and after the year 2000. In conducting such
review the Company took into account, among other things, the
effect of recent federal court decisions relating to punitive
damages and the certification of class actions in asbestos
cases, the pendency of the discussions with the group of
plaintiffs' law firms referred to above, the results of its
continuing investigations of medical screening practices of
the kind at issue in the New Orleans PFT law suit, recent
developments as to the prospects for federal and state tort
reform, the continued rate of case filings at historically
high levels, additional information on filings received
during the 1993-1995 period and other factors. As a result
of the review, the Company has taken a non-recurring, noncash
charge to earnings of $1.1 billion in the second quarter of
1996. This charge represents the Company's estimate of the
indemnity and defense costs associated with unasserted
asbestos personal injury claims that may be received by the
Company in years subsequent to 1999.
The combined effect of the $1.1 billion charge and the $225
million probable additional non-products insurance recovery
was an $875 million charge in the second quarter of 1996.
The Company's estimated total liabilities in respect of
indemnity and defense costs associated with pending and
unasserted asbestos personal injury claims that may be
received in the future (the
-13-
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
8. CONTINGENT LIABILITIES (Continued)
"Liabilities"), and its estimated insurance recoveries in
respect of such claims (the "Insurance"), are reported
separately as follows:
<TABLE>
Asbestos Litigation Claims
June 30, December 31,
1996 1995
(In millions of dollars)
<S> <C> <C>
Reserve for asbestos
litigation claims
Current $ 275 $ 250
Other 1,841 887
2,116 1,137
Insurance for asbestos
litigation claims
Current 100 100
Other 492 330
Total Insurance 592 430
Net Asbestos Liability $1,524 $ 707
</TABLE>
The Company cautions that such factors as the number of
future asbestos personal injury claims received by it, the
rate of receipt of such claims, and the indemnity and defense
costs associated with asbestos personal injury claims, as
well as the prospects for confirming additional insurance,
including the additional $225 million in non-products
coverage referenced above, are influenced by numerous
variables that are difficult to predict, and that estimates,
such as the Company's, which attempt to take account of such
variables, are subject to considerable uncertainty. The
Company believes that its estimate of Liabilities and
Insurance will be sufficient to provide for the costs of all
pending and future asbestos personal injury claims that
involve malignancies or significant asbestos-related
functional impairment. While such estimates cover unimpaired
claims, the number and cost of unimpaired claims are much
harder to predict and such estimates reflect the Company's
belief that such claims have little or no value. The Company
will continue to review the adequacy of its estimate of
Liabilities and Insurance on a periodic basis and make such
adjustments as may be appropriate.
Management Opinion
Although any opinion is subject to the uncertainties
described above and must be based on information now known to
the Company, in the opinion of management, any additional
uninsured
-14-
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Continued)
8. CONTINGENT LIABILITIES (Continued)
and unreserved costs which may arise out of pending personal
injury and property damage asbestos claims and additional
similar asbestos claims filed in the future will not have a
materially
adverse effect on the Company's financial position.
Management believes that any such additional costs would not
impair the ability of the Company to meet its obligations, to
reinvest in its business or to take advantage of attractive
opportunities for growth.
NON-ASBESTOS LIABILITIES
Various other lawsuits and claims arising in the normal
course of business are pending against the Company, some of
which allege substantial damages. Management believes that
the outcome of these lawsuits and claims will not have a
materially adverse effect on the Company's financial position
or results of operations.
------------------------------------------------------
-15-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITIONS AND RESULTS OF OPERATIONS
(All per share information in Item 2 is on a fully diluted
basis. All references to results from ongoing operations
exclude the impact of special items reported for the relevant
period.)
RESULTS OF OPERATIONS
For the second quarter of 1996, the Company reported a net
loss of $473 million, or $9.19 per share, compared to net
income of $63 million, or $1.20 per share, for the quarter
ended June 30, 1995. The net loss was the result of a $1.1
billion charge taken during the quarter to quantify the
Company's liability for asbestos claims to be received after
1999 as well as a probable $225 million additional recovery
from insurance carriers (collectively, the "asbestos
charge"), having a combined impact after taxes of $542
million. Net income, excluding the impact of the asbestos,
charge increased by 10% to $69 million, or $1.25 per share,
for the quarter when compared to the same period in 1995.
The earnings growth from ongoing operations reflects
primarily the benefits of acquisitions and reduced cost of
borrowed funds, offset in part by increased administrative
charges resulting from the Company's continuing
implementation of its global productivity initiative,
Advantage 2000.
Net sales were $956 million for the quarter ended June 30,
1996, a 9% increase from the 1995 level of $877 million. The
growth is attributable to volume increases in the Building
Materials segment, particularly in the U.S., coupled with the
incremental increases from acquisitions. Gross margin for
the quarter ended June 30 was 27% in both 1996 and 1995.
Earnings before interest and taxes (EBIT) from ongoing
operations was $113 million in the second quarter of 1996,
compared to $115 million in the second quarter of 1995.
For the six months ended June 30, 1996, the Company reported
a net loss of $434 million, or $8.43 per share, compared to
net income of $95 million, or $1.88 per share, for the
comparable 1995 period. Net income ongoing operations for the
first six months of 1996 was $108 million, or $1.98 per
share, an increase of 14% over the comparable prior year
period. Net sales for the six months ended June 30, 1996
were $1.805 billion, a 5% increase over the $1.721 billion
reported in the first six months of 1995. This increase
reflects the incremental sales from the Company's
acquisitions in combination with the improvement in Building
Materials sales in the U.S.
Marketing and administrative expenses from ongoing operations
for the six months ended June 30, 1996 increased
approximately 10% over the same period in 1995, primarily as
a result of incremental administrative expenses from the
acquisitions late in 1995 and early 1996 as well as an impact
from the continuing implementation of the Company's Advantage
2000 program. Advantage 2000 is a business system designed
to accelerate the speed and simplify the processes of doing
business globally. When fully implemented, the Advantage
2000 program will replace over 200 fragmented information
systems with a fully integrated system, leading to increased
productivity and cost savings.
In the Building Materials segment, sales increased 15% and 8%
for the quarterly and six month periods ended June 30, 1996,
respectively, compared to the same periods of the prior year.
This growth reflects the incremental sales from acquisitions
coupled with an increase in volume, particularly in North
America. The second quarter sales increase in North America
was largely driven by the roofing and asphalt business in the
U.S. which benefited from an increase in demand following a
slow first quarter hampered by severe weather conditions.
Additionally, the Company is realizing the benefits of
integrating new products into its distribution systems,
improving the sales of products like Foamular(R). Income
from ongoing operations for Building Materials increased 18%
for the quarter and was relatively unchanged for the six
months ended June 30, 1996 when compared to the same
-16-
periods in 1995. The increase in the second quarter is
primarily due to productivity improvements in the roofing and
asphalt business.
In the second quarter of 1996, the Company acquired certain
U.S. assets of Partek Insulation, Inc., a subsidiary of
Partek North America, Inc. Partek's rockwool-based
insulation will help the Company extend its mechanical
insulation product offering into higher-temperature
applications. Additionally, the Company acquired assets from
the United Kingdom-based Linpac Insulation. With production
facilities in the U.K. and Spain, Linpac's extruded
polystyrene (XPS) PolyFoam(R) insulation will be added to the
Company's European building materials product line.
In the Composite Materials segment, sales decreased slightly
for the quarter and six months ended June 30, 1996, compared
to the prior year periods, as slight gains in the Company's
identified growth regions of Africa/Latin America were more
than offset by declines attributable to a shift in product
mix in North America, currency exchange fluctuations and a
softening demand in Europe. Composite Materials income from
ongoing operations in the second quarter of 1996 was even
with the second quarter of 1995. For the six months ended
June 30, 1996, income from ongoing operations increased 16%
compared to the same period in 1995, primarily due to an
improvement in pricing coupled with productivity initiatives.
During the quarter, the Company announced plans for a new
large-diameter glass reinforced plastic (GRP) pipe joint
venture in Turkey, which is expected to start production in
the first half of 1997. Additionally the previously
announced GRP pipe venture in Cordoba, Argentina began
operations. Generally, the Company's GRP pipe is marketed to
governments and private industry for major infrastructure
projects for the transport of water and waste.
The Company's cost of borrowed funds for the quarter ended
June 30, 1996 was $5 million lower than during second quarter
1995, reflecting decreased borrowings resulting from the
issuance of $200 million of convertible monthly income
preferred securities in May 1995.
LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS
In June 1996 the Company announced that its Board of
Directors had approved an annual dividend policy of 25 cents
per share and declared a quarterly dividend of 6-1/4 cents
per share payable on October 15, 1996 to shareholders of
record as of September 30, 1996.
Cash flow from operations, excluding asbestos-related
activities, was $73 million for the second quarter of 1996,
compared to $2 million for second quarter 1995. The increase
is attributable in part to the partial reimbursement to the
Company from the VEBA trust established in 1995 and a
reduction in the level of appeal bonds supporting asbestos
trials. Inventories at June 30, 1996 increased 30% over
December 31, 1995 levels due to the Company's seasonal
inventory build in the first half of the year and the
incremental inventories of acquisitions. Inventories as a
percent of sales for the six months ended June 30 remained
constant at 18% for 1996 and 1995. Please see Notes 4 and 5
to the Consolidated Financial Statements.
At June 30, 1996, the Company's net working capital was $38
million and its current ratio was 1.04 compared to negative
$9 million and .99, respectively, at December 31, 1995. The
increase in 1996 is in part due to the second quarter 1995
reduction in short-term borrowings and the seasonal build of
inventories. Additionally, during the first quarter of 1996,
the Company established a new long-term revolving credit
facility in the U.K. which replaced several short-term debt
instruments in Europe.
-17-
The Company's total borrowings at June 30, 1996 were $1.142
billion, $249 million higher than at year-end 1995.
Typically, the Company reports greater cash usage during the
first half of the year as the Company builds inventories and
other working capital.
As of June 30, 1996, the Company had unused lines of credit
of $225 million available under long-term bank loan
facilities and an additional $152 million under short-term
facilities, compared to $358 million and $239 million,
respectively, at year-end 1995. The decrease in available
lines of credit is primarily the result of increased
borrowings. Letters of credit issued under the Company's
long-term U.S. loan facility, most of which support appeals
from asbestos trials, reduce credit availability of that
facility. The impact of such reduction is reflected in the
unused lines of credit discussed above.
Capital spending for property, plant and equipment, excluding
acquisitions and investments in affiliates, was $90 million
and $167 million for the quarter and six months ended June
30, 1996, respectively. For the year 1996, the Company
anticipates capital spending, exclusive of acquisitions and
investments in affiliates, to be approximately $313 million.
The Company expects that funding for these expenditures will
be from the Company's operations and external sources as
required.
Gross payments for asbestos litigation claims during the
second quarter of 1996, including $13 million in defense
costs and $1 million for appeal bond and other costs, were
$86 million. Proceeds from insurance were $33 million,
resulting in a net pretax cash outflow of $53 million, or $32
million after-tax. During the second quarter of 1996, the
Company received approximately 11,400 new asbestos personal
injury cases and closed approximately 15,200 cases. Over the
next twelve months, the Company's total payments for asbestos
litigation claims, including defense costs, are expected to
be approximately $275 million. Proceeds from insurance of
$100 million are expected to be available to cover these
costs, resulting in a net pretax cash outflow of $175
million, or $105 million after-tax. The recording of the
$1.1 billion charge relating to asbestos claims to be
received after 1999 and the probable $225 million recovery
from excess level non-products insurance carriers is not
expected to impact cash payments until the year 2000, and
will be spread out over 15 years or more. Please see Note 8
to the Consolidated Financial Statements.
The Company expects funds generated from operations, together
with funds available under long and short term bank loan
facilities, to be sufficient to satisfy its debt service
obligations under its existing indebtedness, as well as its
contingent liabilities for uninsured asbestos personal injury
claims.
In June 1996 the Company filed a lawsuit in the U.S. District
Court for the Eastern District of Louisiana alleging a
massive scheme to defraud the Company in connection with
asbestos litigation cases. The suit alleges that medical
test results in tens of thousands of asbestos claims were
falsified by the owners and operators of three pulmonary
function testing laboratories. The Company believes that as
many as 40,000 claims in its current backlog involve
plaintiffs whose pulmonary function tests were improperly
administered or manipulated by the testing laboratory or
otherwise inconsistent with proper medical practice.
The Company has been deemed by the Environmental Protection
Agency (EPA) to be a potentially responsible party (PRP) with
respect to certain sites under the Comprehensive
Environmental Response, Compensation and Liability Act
(Superfund). The Company has also been deemed a PRP under
similar state or local laws, including two state Superfund
sites where the Company is the primary generator. In other
instances, other PRPs have brought suits or claims against
the Company as a PRP for contribution under such federal,
state or local laws. During the second quarter of 1996, the
Company was not designated a PRP in such federal, state,
local or private proceedings for any additional sites. At
June 30, 1996, a total of 38 such PRP designations remained
unresolved by the Company, some of which designations the
Company believes to be erroneous. The Company is also
involved with environmental investigation or remediation at a
number of other sites at which it has not been designated a
PRP. The Company has established an $18 million reserve for
its Superfund (and
-18-
similar state, local and private action) contingent
liabilities. In addition, based upon information presently
available to the Company, and without regard to the
application of insurance, the Company believes that,
considered in the aggregate, the additional costs associated
with such contingent liabilities, including any related
litigation costs, will not have a materially adverse effect
on the Company's financial position or results of operations.
The 1990 Clean Air Act Amendments (Act) provide that the EPA
will issue regulations on a number of air pollutants over a
period of years. Until these regulations are developed, the
Company cannot determine the extent to which the Act will
affect it. The Company anticipates that its sources to be
regulated will include glass fiber manufacturing and asphalt
processing activities. The EPA's announced schedule is to
issue regulations covering glass fiber manufacturing by late
1997 and asphalt processing activities by late 2000, with
implementation as to existing sources up to three years
thereafter. Based on information now known to the Company,
including the nature and limited number of regulated
materials it emits, the Company does not expect the Act to
have a materially adverse effect on the Company's results of
operations, financial condition or long-term liquidity.
- -------------------------------------------------------------
-19-
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See the paragraphs in Note 8, Contingent Liabilities, to the
Consolidated Financial Statements above, which are
incorporated here by reference.
As previously reported, the Company and more than 100 other c
ompanies have signed individual agreements with the United
States Environmental Protection Agency (EPA) to conduct a
Toxic Substance Control Act (TSCA) Audit Program to determine
compliance status under TSCA section 8(e). Under a further
agreement with EPA, the Company will settle all claims
alleged by EPA in connection with this matter upon payment of
a $122,000 penalty.
ITEM 2. CHANGES IN SECURITIES
(a) None of the constituent instruments defining the rights
of the holders of any class of the Company's registered
securities was materially modified in the quarter ended
June 30, 1996.
(b) None of the rights evidenced by any class of the
Company's registered securities was materially limited or
qualified in the quarter ended June 30, 1996 by the
issuance or modification of any other class of securities.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
(a) During the quarter ended June 30, 1996, there was no
material default in the payment of principal, interest,
sinking or purchase fund installments, or any other
material default not cured within 30 days, with respect to
any indebtedness of the Company or any of its significant
subsidiaries exceeding 5 percent of the total assets of the
Company and its consolidated subsidiaries.
(b) During the quarter ended June 30, 1996, no material
arrearage in the payment of dividends occurred, and there
was no other material delinquency not cured within 30 days,
with respect to any class of preferred stock of the Company
which is registered or which ranks prior to any class of
registered securities, or with respect to any class of
preferred stock of any significant subsidiary of the
Company.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
(a) The Company's annual meeting of stockholders was held
April 18, 1996.
(c) The matters voted upon at the meeting, and the votes cast
with respect to each, were:
1. Election of four directors for a term expiring in
1999: John H. Dasburg - 43,492,957 shares cast for
election and 406,364 shares withheld; Ann Iverson -
43,488,199 shares cast for election and 411,122 shares
withheld; W. Walker Lewis - 43,494,628 shares cast for
election and 404,693 shares withheld; and Furman C.
Moseley, Jr. - 43,491,369 shares cast for election and
407,952 shares withheld.
2. Approval of amendments to the Stock Performance
Incentive Plan: 42,079,923 shares cast for the
proposal; 1,667,028 shares cast against; and 152,370
shares abstained.
3. Approval of the Long-Term Performance Incentive Plan:
42,166,518 shares cast for the proposal; 1,559,645
shares cast against; and 173,158 shares abstained.
-20-
4. Approval of the Corporate Incentive Plan: 41,659,448
shares cast for the proposal; 2,056,472 shares cast
against; and 183,401 shares abstained.
5. Approval of the action of the Board of Directors
in selecting Arthur Andersen LLP as independent public
accountants for the Company for the year 1996:
43,462,484 shares cast for the proposal; 345,980
shares cast against; and 90,857 shares abstained.
There were no broker nonvotes on any matter.
ITEM 5. OTHER INFORMATION
The Company does not elect to report any information under
this item.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits.
See Exhibit Index below, which is incorporated here by
reference.
(b) Reports on Form 8-K.
During the quarter ended June 30, 1996, the Company
filed a Current Report on Form 8-K, dated June 20, 1996,
under Item 5, "Other Events".
-21-
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the Company has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
OWENS CORNING
Registrant
Date: August 14, 1996 By /s/ David W. Devonshire
David W. Devonshire
Senior Vice President and
Chief Financial Officer
(as both duly authorized
officer and principal financial
officer)
-22-
EXHIBIT INDEX
Exhibit
Number Document Description
(3) Articles of Incorporation and By-Laws.
(i) Certificate of Incorporation of Owens Corning, as
amended (incorporated herein by reference to
Exhibit (3) to the Company's annual report on Form
10-K for 1995 (File No. 1-3660)).
(ii) By-Laws of Owens Corning, as amended (incorporated herein
by reference to Exhibit (3) to the Company's annual report
on Form 10-K for 1995 (File No. 1-3660)).
(10) Material Contracts.
Long-Term Performance Incentive Plan Terms Applicable
to Certain Executive Officers (filed herewith).
Long-Term Performance Incentive Plan Terms Applicable
to Officers Other Than Certain Executive Officers
(filed herewith).
Stock Performance Incentive Plan, as amended
(filed herewith).
Corporate Incentive Plan Terms Applicable to Certain
Executive Officers (incorporated herein by reference
to Exhibit (10) to the Company's quarterly report on
Form 10-Q (File No. 1-3660) for the quarter ended
March 31, 1996).
Corporate Incentive Plan Terms Applicable to Key
Employees Other Than Certain Executive Officers
(incorporated herein by reference to Exhibit (10) to
the Company's annual report on Form 10-K for 1995
(File No. 1-3660)).
(11) Statement re Computation of Per Share Earnings (filed
herewith).
(27) Financial Data Schedule (filed herewith).
(99) Additional Exhibits
Subsidiaries of Owens Corning, as amended (filed herewith).
Page 4
Exhibit 10
OWENS CORNING
LONG-TERM PERFORMANCE INCENTIVE PLAN TERMS
APPLICABLE TO CERTAIN EXECUTIVE OFFICERS
(as amended through June 20, 1996)
Set forth below are the Rules and Regulations of
the Compensation Committee, promulgated under the Stock
Performance Incentive Plan as amended on June 15, 1995, that
constitute the long-term performance incentive plan terms
applicable to those employees of the Company and its
Subsidiaries who are executive officers of the Company
and whose remuneration for any
performance period hereunder the Committee anticipates would
not be deductible by the Company in whole or in part
but for compliance with section 162(m)(4)(C) of the Internal
Revenue Code of 1986 as amended (''162(m) Covered
Employee''), including members of the Board of Directors who
are such employees. Such long-term performance incentive plan
terms are hereafter referred to as the ''Long-Term Performance
Incentive Plan'', the ''Plan'' or the ''LTPIP''.
1. All 162(m) Covered Employees shall be eligible to
be selected to participate in this Long-Term Performance
Incentive Plan. The Committee shall select the 162(m) Covered
Employees who shall participate in this Plan in any performance
period no later than 90 days after the commencement of the
performance period (or no later than such earlier or later date
as may be the applicable deadline for any compensation
payable to such 162(m) Covered Employee hereunder for such
performance period to qualify as ''performance-based'' under
section 162(m)(4)(C) of the Internal Revenue Code of 1986 as
amended (the ''Code'')). Selection to participate in this
Plan in any performance period does not require the
Committee to, or imply that the Committee will, select the
same person to participate in the LTPIP in any subsequent
performance period.
2. Being selected to participate in the Long-Term
Performance Incentive Plan in any performance period means that
the individual is being granted the opportunity to earn a cash
award equal to the Fair Market Value of up to a specified
number of shares of Company common stock if the Company
attains performance goals established by the Committee for
such performance period and the participant's employment by
the Company, its Subsidiaries and Affiliates continues without
interruption during that period (''phantom performance
shares''). Payment for each phantom performance share
that is earned shall be based on the Fair Market Value of
a share of Company common stock on the date on which the
Committee certifies (in accordance with paragraph 10 below)
that the performance goals and any other material terms
applicable to such phantom performance share were in
fact satisfied. Phantom performance shares may be redeemed
only for cash and may not be redeemed for equity securities
in lieu of cash, and are not transferable by the participant
other than by will or the laws of descent and distribution
(within the meaning of SEC Rule 16b-3(a)(2)). If (and
only if) the Committee expressly so provides at the time
an eligible employee is selected to participate in the
LTPIP in any performance period, the participant's award for
such performance period may be paid in the form of shares of
Company common stock rather than cash, in which case all
provisions of this LTPIP applicable to phantom performance
shares (other than the preceding sentence) shall likewise
apply to the participant's opportunity to earn such
shares of Company common stock.
3. No later than 90 days after the commencement of
each performance period (or than such earlier or later date as may
be the applicable deadline for compensation payable hereunder
for such performance period to qualify as ''performance-based''
under section 162(m)(4)(C) of the Code), the Committee shall
establish in writing the method for computing the number
of phantom performance shares which each participant in the
Plan for such performance period will earn under the Plan
for such performance period if the performance goals
established by the Committee for such performance period are
attained in whole or in part and if the participant's
employment by the Company, its subsidiaries and affiliates
continues without interruption during that performance period.
Such method shall be stated in terms of an objective
formula or standard that precludes discretion to increase
the amount of the award that would otherwise be due upon
attainment of the goals. No provision hereof is intended to
preclude the Committee from exercising negative discretion
within the meaning of the Treasury regulations under Code
section 162(m).
No later than 90 days after the commencement of
each performance period (or than such earlier or later date as
may be the applicable deadline for compensation payable
hereunder for such performance period to qualify as
''performance-based'' under section 162(m)(4)(C) of the Code),
the Committee shall establish in writing the performance
goals for such performance period, which shall be based on
any of the following performance criteria, either alone or
in any combination, and on either a consolidated or
business unit level, as the Committee may determine:
sales growth, earnings per share growth, cash flow, cash
flow from operations, operating profit growth, net income
growth, operating margin, net income margin, return on
net assets, return on total assets, return on common equity,
return on total capital, and total shareholder return. The
foregoing criteria shall have any reasonable definitions that
the Committee may specify, which may include or exclude any
or all of the following items as the Committee may
specify: extraordinary, unusual or non-recurring items;
effects of accounting changes; effects of currency
fluctuations; effects of financing activities (e.g., effect
on earnings per share of issuance of convertible debt
securities); expenses for restructuring or productivity
initiatives; other non-operating items; spending
for acquisitions; effects of divestitures; and effects of
asbestos activities and settlements. Any such performance
criterion or combination of such criteria may apply to the
participant's award opportunity in its entirety or to any
designated portion or portions of the award opportunity, as
the Committee may specify. Unless the Committee determines
otherwise at any time prior to payment of a participant's
award for any performance period hereunder, extraordinary
items, such as capital gains and losses, which affect any
performance criterion applicable to the award (including but
not limited to the criterion of net income) shall be excluded
or included in determining the extent to which the
corresponding performance goal has been achieved, whichever
will produce the higher award.
4. The first performance period under the LTPIP shall be
the period commencing on July 1, 1995 and ending on December
31, 1997. New performance periods of three years' duration each
shall commence on January 1, 1996 and on each subsequent
anniversary of that date.
5. No later than 90 days after the commencement of
a performance period (or than such earlier or later date as may
be the applicable deadline for compensation hereunder for
such
performance period to qualify as ''performance-based''
under section 162(m)(4)(C) of the Code), the Committee shall
establish in writing the number of phantom performance shares
which each person selected to participate in the LTPIP in
such performance period shall be granted the opportunity
to earn if the performance goals applicable to such performance
period are achieved in whole or in part. In no event shall any
participant be granted the opportunity to earn more than
50,000 shares (or the cash equivalent thereof) with respect
to any performance period hereunder. (The foregoing amount
represents the highest number of shares (or equivalent
amount of cash) which any participant may be granted the
opportunity to earn hereunder for any performance period if
the maximum performance objectives for such performance period
are attained). The foregoing amount shall be appropriately
adjusted to reflect a change in corporate capitalization,
such as a stock split or dividend, or a corporate transaction,
such as any merger, consolidation, separation (including
a spinoff or other distribution of property),
reorganization, or partial or complete liquidation.
6. Any phantom performance shares granted under this
Plan shall be paid solely on account of the attainment
of the performance goals established by the Compensation
Committee with respect to such phantom performance shares,
within the meaning of applicable Treasury regulations.
Payment of any such phantom performance shares shall
also be contingent on continued employment by the Company,
its Subsidiaries and Affiliates during the performance period
to which such phantom performance shares relate. The only
exceptions to these rules apply in the event of termination
of employment by reason of death or Disability (within
the meaning of the Stock Performance Incentive Plan as
amended by the Board of Directors on June 15, 1995 (SPIP)), or
in the event of a Change of Control of the Company (within
the meaning of the SPIP), during a performance period, in which
case the following provisions shall apply. In the event
that the employment of a participant who has been
granted phantom performance shares with respect to a performance
period terminates by reason of death or Disability during
such performance period, the participant shall be paid the cash
value of the number of phantom performance shares, if any,
that the participant would have earned for such performance
period if the participant's employment had not terminated
prior to the end of the performance period, multiplied by a
fraction the numerator of which shall be the number of full
calendar months elapsed in the performance period prior to the
termination of employment and the denominator of which shall
be 30, in the case of the first performance period, or 36,
in the case of subsequent performance periods. Such fractional
amount shall be paid at the time payment would have been
made if the participant's employment had not terminated
prior to the end of the performance period. In the case of
a Change of Control during a performance period, all phantom
performance shares then outstanding shall become fully
vested, earned and payable as if maximum performance levels
were attained and shall be cashed out by the Company as of
the date the Change of Control occurs, if and to the extent so
provided in Article 8 of the SPIP. An additional exception
shall apply in the event of termination of employment by reason
of Retirement during a performance period, but only if and to
the extent it will not prevent any award payable hereunder
(other than an award payable in the event of death,
Disability, Change of Control or Retirement) from
qualifying as ''performance-based compensation'' under the
section 162(m)(4)(C) of the Code. Subject to the preceding
sentence, in the event that the employment of a
participant who has been granted phantom performance shares
with respect to a performance period terminates by
reason of Retirement during such performance period, the
participant may but need not (as the Committee may determine)
be paid the cash value of the number of phantom performance shares, if
any, that the participant would have earned for such
performance period if the participant's employment had not
terminated prior to the end of the performance period,
multiplied by a fraction the numerator of which shall be the
number of full calendar months elapsed in the performance
period prior to termination of employment and the denominator
of which shall be 30, in the case of the first
performance period, or 36, in the case of subsequent
performance periods. Any such payment shall be made at the time
payment would have been made if the participant's employment
had not terminated prior to the end of the performance period.
A participant whose employment terminates prior to the end of
a performance period for any reason not excepted above shall
not be entitled to any payment for phantom performance
shares granted to such participant for that performance
period.
7. With respect to any phantom performance share
granted hereunder, in no event shall the Committee have discretion
to increase the amount of compensation payable that would
otherwise be due upon attainment of the performance goals
applicable to such phantom performance share. This provision
shall be administered in accordance with any applicable
Treasury regulations under Code section 162(m).
8. Payment and vesting any awards granted under this
LTPIP shall be contingent upon stockholder approval at the 1996
Annual Meeting of Stockholders of the amendments to
the Stock Performance Incentive Plan that were adopted by
the Board of Directors on June 15, 1995. Unless and until
such shareholder approval is obtained, no LTPIP award shall
vest or be paid.
9. Payment of any awards granted under this LTPIP shall
be contingent upon shareholder approval, prior to payment, of
the material terms of the performance goals under which such
awards are to be paid, in accordance with applicable
Treasury regulations under Code section 162(m). Unless and
until such shareholder approval is obtained, no such award
shall be paid.
10. Subject to the provisions of paragraph 6 above relating
to death, Disability, Change of Control and Retirement, payment
of any award granted under this LTPIP shall also be contingent
upon the Compensation Committee's certifying in writing
that the performance goals and any other material terms
applicable to such award were in fact satisfied, in
accordance with applicable Treasury regulations under Code
section 162(m). Unless and until the Committee so certifies,
such award shall not be paid.
11. Any amount payable to a participant hereunder shall be
in addition to any other compensation to which the participant
may be contractually entitled for such performance period
pursuant to an employment agreement with the Company, unless
such employment agreement provides otherwise.
12. All phantom performance shares are intended to
constitute Stock Bonus Awards within the meaning of the
SPIP, and are granted under and subject to the terms and
conditions of the SPIP, which shall control in the event
of any conflict. All phantom performance shares shall be
documented by a written instrument issued to the
participant and signed by a duly authorized
representative of the Company. The Plan is not intended
to confer any rights upon any individual to any phantom
performance share or with respect to any phantom
performance share. All such rights, if any, shall be
governed by and determined exclusively in accordance with
the written instrument issued to the participant in
accordance with the foregoing
provisions of this paragraph.
13. Capitalized terms which are used but not defined in
the Plan shall have the meanings ascribed to such terms in the
SPIP, unless the context requires otherwise.
14. The Committee may amend or terminate the Plan at any
time, provided that no such amendment or termination shall
adversely affect any outstanding phantom performance share
without the written consent of the participant.
15. Any provision of this Plan to the
contrary notwithstanding, (a) awards under this Plan are
intended to qualify as performance-based compensation under
Code Section 162(m)(4)(C), and (b) any provision of the
Plan that would prevent an award under the Plan from so
qualifying shall be administered, interpreted and
construed to carry out such intention and any provision
that cannot be so administered, interpreted and construed
shall to that extent be disregarded.
Exhibit 10
OWENS CORNING
LONG-TERM PERFORMANCE INCENTIVE PLAN TERMS
APPLICABLE TO OFFICERS OTHER THAN CERTAIN
EXECUTIVE OFFICERS
(as amended through June 20, 1996)
Set forth below are the Rules and Regulations of the
Compensation Committee, promulgated under the Stock Performance
Incentive Plan as amended on June 15, 1995, that constitute the
long-term performance incentive plan terms applicable to those
employees of the Company and its Subsidiaries who are elected
or appointed officers of the Company, including members of the
Board of Directors who are such employees, other than any such
employees who are executive officers of the Company and whose
remuneration for any performance period hereunder the Committee
anticipates would not be deductible by the Company in whole or
in part but for compliance with section 162(m)(4)(C) of the
Internal Revenue Code of 1986 as amended ("162(m) Covered
Employee"). Such long-term performance incentive plan terms are
hereafter referred to as the "LT Plan".
1. All employees of the Company and its Subsidiaries who
are elected or appointed officers of the Company, including
members of the Board of Directors who are such employees, other
than 162(m) Covered Employees, shall be eligible to be selected
to participate in this LT Plan. The Committee may select the
eligible employees who shall participate in this LT Plan in any
performance period at any time before or during the first half
of the performance period. Selection to participate in this LT
Plan in any performance period does not require the Committee
to, or imply that the Committee will, select the same person to
participate in the LT Plan in any subsequent performance
period.
2. Being selected to participate in this LT Plan in any
performance period means, in the case of eligible executive
officers of the Company, that the individual is being granted
the opportunity to earn a cash award equal to the Fair Market
Value of up to a specified number of shares of Company common
stock if the Company attains performance goals established by
the Committee for such performance period and the participant's
employment by the Company, its Subsidiaries and Affiliates
continues without interruption during that period ("phantom
performance shares"). Payment for each phantom performance
share that is earned shall be based on the Fair Market Value of
a share of Company common stock on the date on which the
Committee determines that the performance goals and any other
material terms applicable to such phantom performance share
were in fact satisfied.
If the "target" performance goals designated by the
Committee for any performance period are not attained or
exceeded, then, any provision above of this paragraph 2 to the
contrary notwithstanding, each executive officer who has been
granted phantom performance shares for such performance period
shall earn the number of such phantom performance shares
determined in accordance with the next sentence if such
officer's employment by the Company, its Subsidiaries and
Affiliates continues for seven years (or such shorter period as
the Committee may specify) after the close of such performance
period. The number of phantom performance shares that shall be
earned in such event shall be equal to (a) minus (b) where (a)
is the number of phantom performance shares which the officer
would have earned if the "target" performance goals had been
attained but not exceeded in such performance period, and (b)
is the number of phantom performance shares which the officer
in fact earned in such performance period. Payment for each
phantom performance share that is earned in such event shall be
based on the Fair Market Value of a share of Company common
stock on the last day of such seven year (or shorter) period
(or, if there is not such share traded on such day, on the next
preceding day on which such a share was traded).
Phantom performance shares may be redeemed only for cash
and may not be redeemed for equity securities in lieu of cash,
and are not transferable by the participant other than by will
or the laws of descent and distribution (within the meaning of
SEC Rule 16b-3(a)(2)). If (and only if) the Committee
expressly so provides at the time an eligible executive officer
is selected to participate in this LT Plan in any performance
period, the participant's award for such performance period may
be paid in the form of shares of Company common stock rather
than cash, in which case all provisions of this LT Plan
applicable to phantom performance shares (other than the
preceding sentence) shall likewise apply to the participant's
opportunity to earn such shares of Company common stock. Being
selected to participate in this LT Plan in any performance
period means, in the case of participants other than executive
officers of the Company, that the individual is being granted a
combination of restricted shares of Company common stock and
performance shares. The restricted shares shall entitle the
participant to vote and receive dividends, but shall be non-
transferable by the participant and shall be forfeited to the
Company unless either (a) the Company achieves performance
goals specified for such performance period and the
participant's employment by the Company, its Subsidiaries and
Affiliates continues without interruption during that period,
or (b) the participant's employment by the Company, its
Subsidiaries and Affiliates continues for seven years (or such
shorter period as the Committee may specify) after the close of
the performance period. The performance shares shall represent
the opportunity to earn up to a specified number of shares of
Company common stock in excess of the number of restricted
shares, or their cash value (as the Committee may determine),
if the Company achieves specified performance goals during the
performance period that exceed the performance goals which must
be achieved to earn the restricted shares and if the
participant's employment by the Company, its Subsidiaries and
Affiliates continues without interruption during that period.
3. At any time before or during the first half of each
performance period, the Committee shall establish the method
for computing the number of phantom performance shares,
restricted shares and performance shares (as applicable) which
each participant in the LT Plan for such performance period
will earn under the LT Plan for such performance period if the
performance goals established by the Committee for such
performance period are attained in whole or in part and if the
participant's employment by the Company, its subsidiaries and
affiliates continues without interruption during that
performance period. At any time before or during the first half
of each performance period, the Committee shall also establish
the performance goals for such performance period, which may be
based on any of the following performance criteria, either
alone or in any combination, and on either a consolidated or
business unit level, as the Committee may determine, or on such
other criteria as the Committee may select: Sales growth,
Earnings Per Share growth, Cash Flow, Cash Flow from Operations,
Operating Profit growth, Net Income growth, Operating Margin,
Net Income Margin, Return on Net Assets, Return on Total Assets,
Return on Common Equity, Return on Total Capital, and Total
Shareholder Return. The foregoing criteria shall have any
definitions that the Committee may specify, which may include or
exclude any or all of the following items as the Committee may specify:
extraordinary, unusual or non-recurring items; effect of
accounting changes; effects of currency fluctuations; effects
of financing activities (e.g., effect on earnings per share of
issuance of convertible debt securities); expenses for
restructuring or productivity initiatives; other non-operating
items; spending for acquisitions; effects of divestitures; and
effects of asbestos activities and settlements. Any such
performance criterion or combination of such criteria may apply
to the participant's award opportunity in its entirety or to
designated portion or portions of the award opportunity, as the
Committee may specify.
At any time prior to payment of an award for a performance
period hereunder, the Committee may determine whether
extraordinary items, such as capital gains and losses, which
affect any performance criterion applicable to the award
(including but not limited to the criterion of Net Income)
shall be excluded or included in determining the extent to
which the corresponding performance goal has been achieved.
The first performance period under this LT Plan shall be
the period commencing on July 1, 1995 and ending on December
31, 1997. New performance periods of three years' duration
each shall commence on January 1, 1996 and on each subsequent
anniversary of that date.
5. At any time before or during the first half of each
performance period, the Committee shall establish the number of
phantom performance shares which each eligible executive
officer selected to participate in this LT Plan in such
performance period, and the number of restricted shares and
performance shares which each other eligible officer selected
to participate in this LT Plan in such performance period,
shall be granted the opportunity to earn if the performance
goals applicable to such performance period are achieved in
whole or in part. In no event shall any participant who is an
executive officer be granted the opportunity to earn more than
50,000 shares (or the cash equivalent thereof) with respect to
any performance period, and in no event shall any participant
who is not an executive officer be granted the opportunity to
earn more than 8,000 restricted shares and 4,000 performance
shares with respect to any performance period. (The foregoing
amounts represent the highest number of shares (or equivalent
amount of cash) which the participants in question may be
granted the opportunity to earn hereunder if the maximum
performance objectives are achieved with respect to any
performance period). The foregoing amounts shall be
appropriately adjusted to reflect a change in corporate
capitalization, such as a stock split or dividend, or a
corporate transaction, such as any merger, consolidation,
separation (including a spinoff or other distribution of
property), reorganization, or partial or complete liquidation.
6. Payment of any phantom performance shares shall be
contingent on continued employment by the Company, its
Subsidiaries and Affiliates during the performance period to
which such phantom performance shares relate. The only
exceptions to this rule apply in the event of termination of
employment by reason of death, Disability or Retirement (within
the meaning of the Stock Performance Incentive Plan as amended
by the Board of Directors on June 15, 1995 (SPIP)), or in the
event of a Change of Control of the Company (within the meaning
of the SPIP), during a performance period, in which case the
following provisions shall apply. In the event that the
employment of a participant who has been granted phantom
performance shares with respect to a performance period
terminates by reason of death or Disability during such
performance period, the participant shall be paid the cash
value of the number of phantom performance shares, if any, that
the participant would have earned for such performance period
if the participant's employment had not terminated prior to the
end of the performance period, multiplied by a fraction the
numerator of which shall be the number of full calendar months
elapsed in the performance period prior to the termination of
employment and the denominator of which shall be 30, in the
case of the first performance period, or 36, in the case of
subsequent performance periods. Such fractional amount shall
be paid at the time payment would have been made if the
participant's employment had not terminated prior to the end of
the performance period. In the case of a Change of Control
during a performance period, all phantom performance shares
then outstanding shall become fully vested, earned and payable
as if maximum performance levels were attained and shall be
cashed out by the Company as of the date the Change of Control
occurs, if and to the extent so provided in Article 8 of the
SPIP. In the event that the employment of a participant who
has been granted phantom performance shares with respect to a
performance period terminates by reason of Retirement during
such performance period, the participant may (but need not, as
the Committee may determine) be paid the cash value of the
number of phantom performance shares, if any, that the
participant would have earned for such performance period if
the participant's employment had not terminated prior to the
end of the performance period, multiplied by a fraction the
numerator of which shall be the number of full calendar months
elapsed in the performance period prior to termination of
employment and the denominator of which shall be 30, in the
case of the first performance period, or 36, in the case of
subsequent performance periods. Any such payment shall be made
at the time payment would have been made if the participant's
employment had not terminated prior to the end of the
performance period. A participant whose employment terminates
prior to the end of a performance period for any reason not
excepted above shall not be entitled to any payment for phantom
performance shares granted to such participant for that
performance period.
7. In the event that the employment of a participant who
has been granted restricted shares and performance shares with
respect to a performance period terminates by reason of death
or Disability during such performance period, the participant
shall vest in that number of the restricted shares, if any, and
shall be issued that number of performance shares, if any, that
the participant would have vested in or been issued at the end
of the performance period if the participant's employment had
not terminated prior to the end of the performance period,
multiplied by a fraction the numerator of which shall be the
number of full calendar months elapsed in the performance
period prior to the termination of employment and the
denominator of which shall be 30, in the case of the first
performance period, or 36, in the case of subsequent
performance periods. Such fractional number of shares shall be
issued free of restrictions at the time shares would have
vested or been issued if the participant's employment had not
terminated prior to the end of the performance period. In the
case of a Change of Control during a performance period, all
restricted shares and performance shares granted with respect
to such performance period that are then outstanding shall
become fully vested, earned and distributable as if maximum
performance levels were attained and shall be cashed out by the
Company as of the date the Change of Control occurs, if and to the
extent so provided in Article 8 of the SPIP. In the event that the
employment of a participant who has been granted restricted
shares and performance shares with respect to a performance
period terminates by reason of Retirement during such
performance period, the participant may (but need not, as the
Committee may determine) vest in the number of restricted
shares and be issued the number of performance shares, if any,
that the participant would have earned for such performance
period if the participant's employment had not terminated prior
to the end of the performance period, multiplied by a fraction
the numerator of which shall be the number of full calendar
months elapsed in the performance period prior to termination
of employment and the denominator of which shall be 30, in the
case of the first performance period, or 36, in the case of
subsequent performance periods. Any such shares shall be
issued free of restrictions at the time shares would have
vested or been issued if the participant's employment had not
terminated prior the end of the performance period. A
participant whose employment terminates prior to the end of a
performance period for any reason not excepted above shall not
be entitled to vest in any restricted shares or be issued any
performance shares granted to such participant for that
performance period. In the case of a Change of Control after a
performance period, vesting of any restricted shares granted
with respect to such performance period that are then
outstanding shall continue to be contingent on the
participant's continued employment for seven years (or such
shorter period as the Committee may specify) after the close of
such performance period, in accordance with paragraph 2 above.
If any termination of employment (whether by reason of death,
Disability, Retirement or otherwise) occurs at any time after
the conclusion of a performance period, any restricted shares
that were granted with respect to such performance period and
that are outstanding on the date of such termination of
employment shall be forfeited.
8. Payment and vesting of any awards granted under this
LT Plan shall be contingent upon stockholder approval at the
1996 Annual Meeting of Stockholders of the amendments to the
Stock Performance Incentive Plan that were adopted by the Board
of Directors on June 15, 1995. Unless and until such
stockholder approval is obtained, no LT Plan award shall vest
or be paid.
9. Except as provided otherwise in this LT Plan or by the
Committee, payment and vesting of any award granted under this
LT Plan shall be contingent upon satisfaction of the
performance goals and employment conditions applicable to such
award.
10. At any time during a performance period, and without
the consent of any participant, the Committee may change the
performance criteria and/or performance goals applicable to
phantom performance shares, restricted shares and performance
shares granted under this LT Plan for such performance period.
Any such change may operate to the detriment or advantage of
the affected participants.
11. All awards granted under this LT Plan, whether
phantom performance shares, restricted shares or performance
shares, are intended to constitute Stock Bonus Awards within
the meaning of the SPIP, and are granted under and subject to
the terms and conditions of the SPIP, which shall control in
the event of any conflict. All such awards shall be documented
by a written instrument issued to the participant and signed by
a duly authorized representative of the Company. This LT Plan
is not intended to confer any rights upon any individual to any
award or with respect to any award. All such rights, if any, shall
be governed by and determined exclusively in accordance with
the written instrument issued to the participant in
accordance with the foregoing provisions of this paragraph.
12. Capitalized terms which are used but not defined in
this LT Plan shall have the meanings ascribed to such terms
in the SPIP, unless the context requires otherwise.
13. The Committee may amend or terminate this LT Plan at
any time, provided that no such amendment or termination
shall adversely affect any outstanding award without the
written consent of the participant.
14. Any provision of this LT Plan to the contrary
notwithstanding, (a) no provision of this LT Plan shall
apply to any 162(m) Covered Employee, and (b) any provision
of this LT Plan that would prevent an award to any 162(m)
Covered Employee under any plan or arrangement other than
this LT Plan from qualifying as "performance-based
compensation" under section 162(m)(4)(C) of the Code shall
be administered, interpreted and construed to enable such
award to so qualify and any provision that cannot be so
administered, interpreted and construed shall to that extent
be disregarded.
Exhibit 10
OWENS CORNING
STOCK PERFORMANCE INCENTIVE PLAN
(as amended through June 20, 1996)
ARTICLE 1. Establishment, Purpose, and Duration
1.1 Establishment of the Plan. Owens-Corning Fiberglas
Corporation, a Delaware corporation (hereinafter referred to
as the ''Company''), hereby establishes an incentive
compensation plan to be known as the ''Owens-Corning
Fiberglas Corporation Stock Performance Incentive Plan''
(such Plan as amended from time to time being hereinafter
referred to as the ''Plan''), as set forth in this document.
The Plan permits the grant of Nonqualified Stock Options,
Incentive Stock Options, and Stock Bonuses (including
Phantom Stock Bonuses and Restricted Stock).
The Board of Directors of the Company approved the Plan on
January 23, 1992, subject to ratification by an affirmative
vote of a majority of Shares of Common Stock present and
entitled to vote at the 1992 Annual Stockholders Meeting.
Following such ratification, the Plan became effective May
1, 1992 (the ''Effective Date''). The Board of Directors of
the Company thereafter amended the Plan on June 15, 1995,
subject to stockholder approval of the amendments at the
1996 Annual Stockholders Meeting. Provided such approval is
obtained, the Plan as so amended is effective as of June 15,
1995, and shall remain in effect as provided in Section 1.3
herein.
1.2 Purpose of the Plan. The purpose of the Plan is to
promote the success and enhance the value of the Company by
linking the personal interests of Participants to those of
Company stockholders. The Plan is further intended to
provide flexibility to the Company in its ability to
motivate, attract, and retain the services of Participants
upon whose judgment, interest, and special effort the
successful conduct of its operation largely is dependent.
1.3 Duration of the Plan. The Plan shall commence on the
Effective Date, as described in Section 1.1 herein, and
shall remain in effect, subject to the right of the Board of
Directors to terminate the Plan at any time pursuant to
Article 9 herein, until all Shares subject to it shall have
been purchased or acquired according to the Plan's
provisions. However, in no event may an Award be granted
under the Plan on or after the tenth anniversary of the
Plan's Effective Date.
ARTICLE 2. Definitions and Construction
2.1 Definitions. Whenever used in the Plan, the following
terms shall have the meanings set forth below and, when the
meaning is intended, the initial letter of the word is
capitalized:
(a) ''Affiliates'' means any corporation (other than a
Subsidiary), partnership, joint venture, or any other
entity in which the Company owns, directly or indirectly,
at least a ten percent (10%) Beneficial Ownership
interest.
(b) ''Award'' means, individually or collectively, a
grant under this Plan of Nonqualified Stock Options,
Incentive Stock Options or Stock Bonuses (including
Phantom Stock Bonuses and Restricted Stock).
(c) ''Beneficial Owner'' shall have the meaning
ascribed to such term in Rule 13d-3 of the General Rules
and Regulations under the Exchange Act.
(d) ''Board'' or ''Board of Directors'' means the Board
of Directors of Owens-Corning Fiberglas Corporation.
(e) ''Cause'' means a felony conviction of a
Participant or the failure of a Participant to contest
prosecution for a felony, or a Participant's willful
misconduct or dishonesty, any of which is directly and
materially harmful to the business or reputation of the
Company, including any Subsidiary, Parent, or Affiliate.
(f) ''Change of Control'' of the Company shall be
deemed to have occurred as of the first day any one or
more of the following conditions shall have been
satisfied:
(i) Any Person (other than the Company, any Company
employee benefit plan (including its trustee), any
Person acting on behalf of the Company in a
distribution of stock to the public, or any entity
owned directly or indirectly by the stockholders
(immediately prior to such transaction) of the Company
in substantially the same proportions as their
ownership of the Company) is or becomes the Beneficial
Owner, directly or indirectly, of securities of the
Company representing fifteen percent (15%) or more of
the combined voting power of the then outstanding
securities of the Company entitled to vote generally
in the election of Directors; or
(ii) The occurrence of any transaction or event
relating to the Company that is required to be
reported in response to the requirements of Item 5(f)
of Schedule 13E-3 of Regulation 13A of the Exchange
Act; or
(iii) When, during any period of two (2) consecutive
years during the existence of the Plan, the
individuals who, at the beginning of such period,
constitute the Board of Directors of the Company,
cease for any reason other than death to constitute at
least a majority thereof, unless each Director who was
not a Director at the beginning of such period was
elected by, or on the recommendation of, at least two
thirds (2/3rds) of the Directors at the beginning of
such period, provided that any Director elected by or
on the recommendation of at least two-thirds (2/3rds)
of the Directors at the beginning of any such two (2)
year period shall be treated as if he or she had been a
Director at the beginning of such period; or
(iv) The occurrence of a transaction requiring
stockholder approval for the acquisition of the
Company by an entity other than the Company or a
Subsidiary through purchase of assets, or by merger,
or otherwise.
(g) ''Change-of-Control Price'' means the highest price
per Share of Company Common Stock paid in any transaction
reported on the New York Stock Exchange Composite Tape,
or paid in any transaction related to a Potential or
actual Change of Control of the Company at any time
during the preceding sixty (60) calendar day period, as
determined by the Committee.
(h) ''Code'' means the Internal Revenue Code of 1986,
as amended from time to time.
(i) ''Committee'' means the committee of two (2) or
more Directors appointed by the Board to administer the
Plan, as further provided in Article 3 herein. When used
herein, ''Committee'' shall also include any person or
persons to whom the Committee's authority has been
lawfully delegated pursuant to Article 3.
(j) ''Company'' means Owens-Corning Fiberglas
Corporation, a Delaware corporation, and any successor
thereto as provided in Article 14 herein.
(k) ''Director'' means any individual who is a member
of the Board of Directors of the Company.
(l) ''Disability'' or ''Disabled'' means disability as
determined under the long-term disability program of the
Company, a Subsidiary or Affiliate applicable to the
Employee.
(m) ''Employee'' means any employee of the Company or a
Subsidiary, including part time employees and employees
who are represented by a collective bargaining agent with
respect to such employment.
(n) ''Exchange Act'' means the Securities Exchange Act
of 1934, as amended from time to time, or any successor
Act thereto.
(o) ''Fair Market Value'' means, as of any given date,
(i) with respect to Incentive Stock Options, the closing
sale price of the Stock on such date on the New York
Stock Exchange Composite Tape; and (ii) with respect to
Nonqualified Stock Options and any other Awards under the
Plan not related to Incentive Stock Options, the closing
sale price of the Stock on such date on the New York
Stock Exchange Composite Tape, or, if (and only if) the
Committee in its discretion so specifies, the average on
such date of the closing price of the Stock on each day
on which the Stock is traded over a period of up to 20
trading days immediately prior to such date. However, if
the foregoing method of determining Fair Market Value is
not consistent with any then applicable regulations of
the U.S. Secretary of the Treasury, then Fair Market
Value shall be determined in accordance with those
regulations.
(p) ''Incentive Stock Options'' or ''ISO'' means an
option to purchase Shares, granted under Article 6
herein, which the Committee designates as an Incentive
Stock Option and is intended by the Committee to qualify
for the tax treatment applicable to incentive stock
options under Section 422 of the Code.
(q) ''Insider'' shall mean an Employee whose
transactions in equity securities of the Company are, at
the time an Award is made under this Plan, subject to
Section 16 of the Exchange Act.
(r) ''Nonqualified Stock Option'' or ''NQSO'' means an
option to purchase Shares, granted under Article 6
herein, which is not intended by the Committee to qualify
for the tax treatment applicable to incentive stock
options under Section 422 of the Code.
(s) ''Option'' or ''Stock Option'' means an Incentive
Stock Option or a Nonqualified Stock Option granted under
Article 6 herein.
(t) ''Option Price'' means the price at which a Share
may be purchased by a Participant pursuant to an Option,
as determined by the Committee, and as further described
in Section 6.3 herein.
(u) ''Parent'' shall have the meaning ascribed to such
term in Rule 12b-2 of the General Rules and Regulations
under the Exchange Act.
(v) ''Participant'' means a current or former eligible
Employee who has outstanding an Award granted under the
Plan.
(w) ''Period of Restriction'' means the period during
which the transfer of Shares of Restricted Stock is
limited in some way (based on the passage of time, the
achievement of performance goals, or upon the occurrence
of other events as determined by the Committee, at its
discretion), and the Shares are subject to a substantial
risk of forfeiture, as provided in Article 7 herein.
(x) ''Person'' shall have the meaning ascribed to such
term in Section 3(a)(9) of the Exchange Act and used in
Sections 13(d)(3) and 14(d)(2) thereof, including a
''group'' as defined in Section 13(d).
(y) ''Phantom Stock Bonus Award'' means an amount of
cash that is determined by reference to the Fair Market
Value of a designated number of Shares, which is paid to
an Employee or which the Committee agrees to pay to an
Employee in the future in lieu of, or as a supplement to,
any other compensation that may have been earned by
services rendered prior to the payment date, subject to
such terms and conditions (if any) as the Committee may
impose. Phantom Stock Bonus Awards are a specific type of
Stock Bonus Award.
(z) ''Potential Change of Control'' of the Company
shall mean the occurrence of one or more of the
following:
(i) The entering into an agreement by the Company,
the consummation of which would result in a Change of
Control; or
(ii) The acquisition of Beneficial Ownership,
directly or indirectly, by any Person (other than the
Company, any Company employee benefit plan (including
its trustee), any Person acting on behalf of the
Company in a distribution of stock to the public, or
any entity owned directly or indirectly by the
stockholders (immediately prior to the acquisition) of
the Company in substantially the same proportions as
their ownership of the Company) of securities of the
Company representing five percent (5%) or more of the
combined voting power of the Company's then
outstanding securities, and the adoption by the Board of
Directors of a resolution to the effect that a
Potential Change of Control of the Company has
occurred for purposes of this Plan.
(aa) ''Restricted Stock'' means an Award granted to a
Participant pursuant to Article 7 herein.
(bb) ''Retirement'' means termination of employment
with the Company, its Subsidiaries and Affiliates at or
after attainment of age 55 with a vested retirement
benefit under a pension plan of the Company, a Subsidiary or
Affiliate.
(cc) ''Share(s)'' or ''Stock'' means the Shares of
common stock, $0.10 par value, of Owens-Corning Fiberglas
Corporation.
(dd) ''Stock Bonus Award'' means Shares, or an amount of
cash that is determined by reference to the Fair Market
Value of Shares, which is distributed or paid to an
Employee or which the Committee agrees to distribute or pay
in the future in lieu of, or as a supplement to, any other
compensation that may have been earned by services
rendered prior to the distribution or payment date,
subject to such terms and conditions (if any) as the
Committee may impose. The amount of any Stock Bonus Award
payable in Shares may but need not be determined by reference
to the Fair Market Value of Stock. Phantom Stock Bonus
Awards and Restricted Stock Awards are specific types of
Stock Bonus Awards.
(ee) ''Subsidiary'' means any corporation in which the
Company owns, directly or indirectly, at least fifty
percent (50%) of the total combined voting power of all
classes of stock, or any other entity (including, but not
limited to, partnerships and joint ventures) in which the
Company owns at least fifty percent (50%) of the combined
equity thereof.
(ff) ''Year'' or ''Plan Year'' means each consecutive
twelve (12) month period beginning January 1 and ending
December 31.
2.2 Gender and Number. Except where otherwise indicated by the
context, any masculine term used herein also shall include
the feminine, the plural shall include the singular, and the
singular shall include the plural.
2.3 Severability. In the event any provision of the Plan
shall be held illegal or invalid for any reason, the
illegality or invalidity shall not affect the remaining
parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been
included.
ARTICLE 3. Administration
3.1 The Committee. The Plan shall be administered by the
Compensation Committee of the Board, or by any other
Committee appointed by the Board consisting of not less than two
(2) Directors who are not Employees. Unless the Board
determines otherwise, the Committee shall be comprised
exclusively of Directors who are not Employees and who (i)
qualify to administer the Plan under Rule 16b-3 under the
Exchange Act as such Rule may be in effect from time to time
(''SEC Rule 16b-3''), and (ii) are ''outside directors''
within the meaning of Section 162(m)(4)(C) of the Code. The
members of the Committee shall be appointed from time to
time by, and shall serve at the discretion of, the Board of
Directors.
3.2 Authority of the Committee. The Committee shall have
full power, subject to the provisions herein, to select
Employees to whom Awards are granted; to determine the size,
types, and frequency of Awards granted hereunder; to
determine the terms and conditions of such Awards in a
manner consistent with the Plan; to establish and administer any
performance goals applicable to awards hereunder and to certify
that any such goals are attained; to construe and interpret
the Plan and any agreement or instrument entered into under the
Plan; to establish, amend, or waive rules and regulations for
the Plan's administration; and to amend the terms and
conditions of any outstanding Award to the extent such terms
and conditions are within the discretion of the Committee as
provided in the Plan. Further, the Committee shall make all
other determinations which may be necessary or advisable for
the administration of the Plan. To the extent permitted by
law, and to the extent allowable by SEC Rule 16b-3, the
Committee may delegate its authorities as identified hereunder.
3.3 Rule 16b-3 Requirements; Code Section 162(m). Any
provision of the Plan to the contrary notwithstanding: (i) the
Committee may impose such conditions on any Award as it may
determine, on the advice of counsel, are necessary or
desirable to satisfy any exemption from Section 16 of the
Exchange Act for which the Company intends transactions by
Insiders to qualify, including without limitation SEC Rule 16b-
3; (ii) transactions by or with respect to Insiders shall
comply with any applicable conditions of SEC Rule 16b3 unless
the Committee determines otherwise; (iii) transactions
with respect to persons whose remuneration would not be
deductible by the Company but for compliance with the
provisions of Section 162(m)(4)(C) of the Code shall conform
to the requirements of Section 162(m)(4)(C) of the Code unless
the Committee determines otherwise; (iv) the Plan is intended
to give the Committee the authority to grant awards that
qualify as performance-based compensation under Code Section
162(m)(4)(C) as well as awards that do not so qualify; and (v)
any provision of the Plan that would prevent the Committee from
exercising the authority referred to in clause (iv) above or
that would prevent an award that the Committee intends to
qualify as performance-based compensation under Code
Section 162(m)(4)(C) from so qualifying or that would prevent
any transaction by or with respect to an Insider from complying
with any applicable condition of SEC Rule 16b-3 with which the
Committee intends such transaction to comply, or that would
prevent any transaction by or with respect to an Insider from
qualifying for any exemption from Section 16 of the Exchange Act
for which the Company intends such transaction to qualify (including
SEC Rule 16b-3), shall be administered, interpreted and
construed to carry out such intention and any provision that
cannot be so administered, interpreted and construed shall to
that extent be disregarded.
3.4 Decisions Binding. All determinations and decisions
made by the Committee pursuant to the provisions of the Plan and
all related orders or resolutions of the Board of
Directors shall be final, conclusive, and binding on all
persons, including the Company, its stockholders, Employees,
Participants, and their estates and beneficiaries.
ARTICLE 4. Shares Subject to the Plan
4.1 Number of Shares. Subject to adjustment as provided in
Section 4.2 herein, the total number of Shares available for
grant under the Plan in each calendar year, during any part of
which the Plan is effective, shall be two percent (2%) of the
total outstanding Shares as of the first day of such calendar
year; provided, however, that Shares not granted in any
calendar year may be carried forward and granted in any of the
three immediately subsequent calendar years (in addition to
the new Shares made available in those years). The maximum
number of Shares with respect to which Options may be granted
to any Employee in any calendar year shall be twenty-five
percent (25%) of the total number of Shares available for
grant under the Plan in such calendar year.
No more than 500,000 Shares may be issued or transferred
pursuant to Incentive Stock Options granted under this Plan. No
more than one-half percent (.5%) of the total outstanding Shares
as of the first day of any calendar year may be granted in
that year in the form of Stock Bonuses (including Phantom Stock
Bonuses and Restricted Stock). However, unused Shares carried
forward from previous years shall retain their character
such that this one-half percent (.5%) limitation shall
increase in direct relationship to those unused Shares
reserved for Stock Bonuses in the prior three years.
The Company may increase the Shares available for Awards in
any calendar year through an advance of up to twenty-five
percent (25%) of the subsequent year's allocation
(determined by using twenty-five percent (25%) of the
current year's allocation), with such Shares retaining their
character as to Stock Bonus grant availability. Any Shares
granted hereunder may consist, in whole, or in part, of
authorized and unissued Shares or Treasury Shares or Shares
purchased in the open market or in private transactions for
purposes of the Plan.
4.2 Adjustments in Authorized Shares. In the event of any
merger, reorganization, consolidation, recapitalization,
separation, liquidation, stock dividend, stock split, Share
combination, or other change in the corporate structure of the
Company affecting the Shares, a substitution or
adjustment shall be made in the number and class of Shares
which may be delivered under the Plan, and in the number and
class of and/or price of Shares subject to outstanding
Options and Stock Bonus awards (including any Restricted
Stock granted hereunder), as may be determined to be
appropriate and equitable by the Committee, in its sole
discretion, to prevent dilution or enlargement of rights; and
further provided that the number of Shares subject to any
Award shall always be a whole number.
4.3 Charging of Shares. If any Shares subject to an Award or,
in the case of a Phantom Stock Bonus Award, the cash value of
any Shares on which such Award is based, shall not be issued,
transferred or paid to an Employee and shall cease to be
issuable, transferable or payable to an Employee
because of the termination, expiration or cancellation, in
whole or in part, of such Award or for any other reason, or if
any such Shares shall, after issuance or transfer, be
reacquired by the Company because of an Employee's failure to
comply with or satisfy the terms and conditions of an Award,
the Shares not so issuable or transferable or, in the case of
a Phantom Stock Bonus Award, the Shares the cash value of
which has ceased to be payable, or the Shares so reacquired by
the Company, as the case may be, shall no longer be charged
against the limitations provided for in section 4.1 above,
may again be made subject to Awards, and
shall be added to the number of Shares available for grant
under the Plan in the calendar year in which the Shares
cease to be issuable or transferable, the cash value ceases to
be payable or the Shares are reacquired (as the case may be).
ARTICLE 5. Eligibility and Participation
5.1 Eligibility. All Employees shall be eligible to be
selected to participate in this Plan, including Employees who
are Directors but excluding Directors who are not
Employees.
5.2 Actual Participation. Subject to the provisions of the
Plan, the Committee may, from time to time, select from all
eligible Employees, those to whom Awards shall be granted and
shall determine the nature and amount of each Award. Awards
may be made on a stand-alone basis or in conjunction with other
Awards hereunder. Except as provided otherwise in Section 6.1
below, the grant of any award may be effective on the date on
which the Committee acts to grant the award or on any
earlier or subsequent date specified by the Committee, and
the effective date specified by the Committee shall be
considered the date of grant of the award for all purposes of
this Plan.
ARTICLE 6. Stock Options
6.1 Grant of Options. Subject to the terms and provisions
of the Plan, the Committee may grant Options under this Plan to
eligible Employees at any time and from time to time, whether
or not they are eligible to receive similar or dissimilar
incentive compensation under any other plan or arrangement of
the Company. Options may be granted in the form of ISOs,
NQSOs or a combination thereof. Nothing in this Article 6
shall be deemed to prevent the grant of NQSOs in excess of the
maximum established by Section 422 of the Code. The grant of
any option may be effective on the date on which the Committee
acts to grant the option or on any subsequent date specified
by the Committee, and the
effective date specified by the Committee shall be
considered the date of grant of the option for all purposes of
this Plan.
6.2 Options to be in Writing. Each Option grant shall be
evidenced in a writing signed by a representative of the
Company duly authorized to do so, that shall specify or
incorporate by reference the Option Price, the duration of the
Option, the number of Shares to which the Option
pertains, and such other provisions as are provided
hereunder and any other terms and conditions that may be
imposed by the Committee. The Option instrument also shall
specify whether the Option is an Incentive Stock Option or a
Nonqualified Stock Option.
6.3 Option Price. In no case shall the Option Price of any
Option granted under this Plan be less than one hundred
percent (100%) of the Fair Market Value of a Share on the
date the Option is granted.
6.4 Duration of Options. Each Option shall expire at such
time as determined at the time of grant; provided, however,
that no Option shall be exercisable later than the tenth
(10th) anniversary date of its grant.
6.5 Exercise of Options. Options granted under the Plan
shall be exercisable at such times and be subject to such
restrictions, terms and conditions as the Committee shall in
each instance approve, which need not be the same for each
grant or for each Participant. However, except as provided in
Article 8 herein, in no event may any Option granted under
this Plan become exercisable prior to six (6) months following
the date of its grant.
Options shall be exercised by the delivery of a written
notice of exercise to the Company, or by giving the Company
notice of such exercise by such other means as the Company may
permit in accordance with applicable law, setting forth the
number of Shares with respect to which the Option is to be
exercised, accompanied by full payment.
The Option Price upon exercise of any Option shall be
payable to the Company in full either: (a) in cash or its
equivalent; or (b) by tendering previously acquired Shares
having a Fair Market Value at the time of exercise equal to the
total Option Price (provided that the Shares which are tendered
must have been held by the Participant for at least six (6)
months prior to their tender or for such other period of
time, if any, as the Committee may direct); or (c) by a
combination of (a) and (b).
The Option Price shall also be deemed fully paid if and
when the Company receives documentation that it determines
satisfies the cashless exercise provisions of the Federal
Reserve Board's Regulation T, or when the Option Price is
paid by any other means which the Committee determines to be
consistent with the Plan's purpose and applicable law.
As soon as practicable after receipt of notification of
exercise acceptable to the Company and full payment
(including tax withholding requirements, if any, as further
provided in Article 12 herein), the Company shall deliver to the
Participant, in the Participant's name, in the name of the
Participant and another person as joint tenants with rights
of survivorship, or in nominee or street name on behalf of
the Participant (as the Participant may direct and the
Committee may permit) Share certificates in an
appropriate amount based upon the number of Shares purchased
under the Option(s).
6.6 Restrictions. At the time of grant, restrictions may be
imposed on any Shares acquired pursuant to the exercise of an
Option under the Plan, including, without limitation,
restrictions under applicable Federal securities laws, under the
requirements of any stock exchange or market upon which such
Shares are then listed and/or traded, and under any blue sky
or state securities laws applicable to such Shares.
6.7 Termination of Employment Due to Death, Disability, or
Retirement.
(a) Termination by Death. In the event the employment of a
participant with the Company and its Subsidiaries is
terminated by reason of death, any outstanding Options may
thereafter be immediately exercised, to the extent then
exercisable (or on such accelerated basis as the Committee
shall determine at or after grant), by the legal
representative of the estate or by the legatee of the
optionee under the will of the optionee, for a period of
three years and six months (or such shorter period as the
Committee shall specify at or after grant) from the date of
such death or until the expiration of the stated term of
such Option, whichever period is shorter.
(b) Termination by Disability. If a Participant's
employment with the Company and its Subsidiaries terminates by
reason of Disability, any Stock Option held by such
Participant may thereafter be exercised, to the extent it was
exercisable at the time of termination due to Disability (or on
such accelerated basis as the Committee shall determine at
or after grant), but may not be exercised after (i) three
years and six months (or such shorter period as the Committee
shall specify at or after grant) from the date of such
termination of employment, or (ii) the expiration of the stated
term of such Stock Option, whichever period is shorter;
provided, however, that, if the Participant dies within such
three-year-and-six-month period (or such shorter period as the
Committee shall specify at or after grant), any unexercised
Stock Option held by such Participant shall thereafter be
exercisable to the extent to which it was exercisable at
the time of death for a period of twelve months (or such
shorter period as the Committee shall specify at or after
grant) from the date of such death or for the stated term of
such Stock Option, whichever period is shorter. If an
Incentive Stock Option is exercised after the expiration of
the exercise periods that apply for purposes of Section 422
of the Code, such Stock Option shall thereafter be treated as a
Nonqualified Stock Option.
(c) Termination by Retirement. If a Participant's
employment with the Company and its Subsidiaries is
terminated by reason of Retirement, any Stock Option held by
such Participant may thereafter be exercised to the extent it
was exercisable at the time of such Retirement (or on such
accelerated basis as the Committee shall determine at or after
grant), but may not be exercised after five years (or such
shorter period as the Committee shall specify at or after grant)
from the date of such termination of employment or the
expiration of the stated term of such Stock Option, whichever
period is shorter; provided, however, that, if the Participant
dies within such five year period (or such shorter period
as the Committee may specify at or after grant), any
unexercised Stock Option held by such Participant shall
thereafter be exercisable, to the extent to which it was
exercisable at the time of death, for the shorter of (i)
and (ii) where (i) is a period of twelve months (or such
shorter period as the Committee shall specify at or after
grant) from the date of such death or, if longer, the
remainder of such five year (or shorter) period from the date
of such termination of employment, and (ii) is the
expiration of the stated term of the Stock Option. In the
event of termination of employment by reason of Retirement,
if an Incentive Stock Option is exercised after the expiration
of the exercise periods that apply for purposes of Section 422
of the Code, such Stock Option shall
thereafter be treated as a Nonqualified Stock Option.
6.8 Termination of Employment for Other Reasons. Unless
otherwise determined by the Committee at or after grant, if a
Participant's employment with the Company and its
Subsidiaries terminates voluntarily (other than by reason of
Retirement or under circumstances constituting Cause), the
Stock Option shall thereupon terminate, except that such
Stock Option may be exercised to the extent it was
exercisable at the time of termination of employment for the
lesser of one year (or such shorter period as the Committee may
specify at or after grant) from the date of employment
termination or the balance of such Stock Option's term. If a
Participant's employment with the Company and its
Subsidiaries is involuntarily terminated by the Company
without Cause, the Option shall thereupon terminate, except
that it may thereafter be exercised to the extent it was
exercisable at the time of termination of employment (or on
such accelerated basis as the Committee shall determine at or
after grant) for the lesser of three years and six months (or
such shorter period as the Committee may specify at or after
grant) from the date of employment termination or the balance
of such Stock Option's term.
If the employment of a Participant shall terminate for
Cause, all outstanding Options held by the Participant
immediately shall be forfeited to the Company and no
additional exercise period shall be allowed, regardless of the
vested status of the Options.
6.9 Nontransferability of Options. No Option granted under
the Plan may be sold, transferred, pledged, assigned, or
otherwise alienated or hypothecated, other than by will or by
the laws of descent and distribution. Further, all Options
granted to a Participant under the Plan shall be exercisable
during his or her lifetime only by such Participant.
Notwithstanding the foregoing and any other provision of the
Plan to the contrary, if the Committee so permits, Options may
be transferred, following the death of a
Participant, to a beneficiary designated by the
Participant in accordance with Article 10 below.
6.10 Hardship Withdrawal Provision. No Employee shall make
any elective contribution or employee contribution to the
Plan (within the meaning of Treasury Regulation section
1.401(k)-1(d)(2)(iv)(B)(4)) during the balance of the
calendar year after the Employee's receipt of a hardship
distribution from a plan of the Company or a related party
within the provisions of Code sections 414(b), (c), (m) or (o)
containing a cash or deferred arrangement under section 401(k)
of the Code, or during the following calendar year. The
preceding sentence shall not apply if and to the extent that
the Company determines it is not necessary to qualify any such
plan as a cash or deferred arrangement under section 401(k)
of the Code.
ARTICLE 7. Restricted Stock
7.1 Grant of Restricted Stock. Subject to the terms and
provisions of the Plan, Restricted Stock may be granted to
eligible Employees at any time and from time to time,
whether or not they are eligible to receive similar or
dissimilar incentive compensation under any other plan or
arrangement of the Company. The purchase price for Shares of
Restricted Stock shall be equal to their par value per
Share.
7.2 Restricted Stock Agreement. Each Restricted Stock
grant shall be evidenced by a Restricted Stock Agreement
that shall specify the Period of Restriction, or Periods, the
number of Restricted Stock Shares granted, and such other
provisions as provided hereunder or as the Committee may
impose.
7.3 Nontransferability of Restricted Stock. Except as
provided in this Article 7, the Shares of Restricted Stock
granted hereunder may not be sold, transferred, pledged,
assigned, or otherwise alienated or hypothecated until the end
of the applicable Period of Restriction as specified in the
Restricted Stock Agreement and the satisfaction of any
conditions determined at the time of grant and specified in the
Restricted Stock Agreement. However, except as provided in
Article 8 herein, in no event may any Restricted Stock granted
under the Plan become vested in a Participant prior to six
(6) months following the date of its grant. All rights with
respect to the Restricted Stock granted to a Participant under
the Plan shall be available during his or her lifetime only to
such Participant.
7.4 Other Restrictions. The Committee shall impose such
other restrictions on any Shares of Restricted Stock granted
pursuant to the Plan as it may deem advisable including,
without limitation, a required purchase price imposed upon
Participants, restrictions based upon the achievement of
specific performance goals (Company-wide, divisional, and/or
individual), and/or restrictions under applicable Federal or
state securities laws; and may legend the certificates
representing Restricted Stock to give appropriate notice of
such restrictions. Further, the Committee at its discretion, may
require that the Shares evidencing such Restricted Stock grants
be held in custody by the Company until any or all
restrictions thereon shall have lapsed.
7.5 Certificate Legend. In addition to any legends placed
on certificates pursuant to Section 7.4 herein, each
certificate representing Shares of Restricted Stock granted
pursuant to the Plan shall bear the following legend:
''The sale or other transfer of the Shares of Stock
represented by this certificate, whether voluntary,
involuntary, or by operation of law, is subject to
certain restrictions on transfer as set forth in the
Owens-Corning Fiberglas Corporation Stock Performance
Incentive Plan, and in the related Restricted Stock
Agreement. A copy of the Plan and such Restricted Stock
Agreement may be obtained from the Secretary of Owens
Corning Fiberglas Corporation.''
7.6 Removal of Restrictions. Except as otherwise provided
in this Article 7, Shares of Restricted Stock covered by
each Restricted Stock grant made under the Plan shall become
freely transferable by the Participant after the last day of the
Period of Restriction, provided the applicable
conditions to vesting of such Shares have been fulfilled.
Once the Shares are released from the restrictions, the
Participant shall be entitled to have the legend required by
Section 7.5 removed from his or her Share certificate.
7.7 Voting Rights. During the Period of Restriction and
prior to any forfeiture of the Shares, Participants holding
Shares of Restricted Stock granted hereunder may exercise
full voting rights with respect to those Shares.
7.8 Dividends and Other Distributions. During the Period of
Restriction and prior to any forfeiture of the Shares,
Participants holding Shares of Restricted Stock granted
hereunder shall be entitled to receive all dividends and
other distributions paid with respect to those Shares while
they are so held. If any such dividends or distributions are
paid in Shares, the Shares shall be subject to the same
restrictions on transferability and forfeitability as the
Shares of Restricted Stock with respect to which they were
paid.
7.9 Termination of Employment. The Committee may but need not
provide at or after the grant of Restricted Stock for the
restrictions on all or any designated portion of the Shares
of Restricted Stock to lapse in the event of death, Disability,
Retirement or other designated termination of employment.
ARTICLE 7A. Stock Bonuses
7A.1 Except as otherwise provided in section 15.3, Stock
Bonus Awards shall be subject to the following provisions:
(a) An eligible Employee may be granted a Stock Bonus
Award whether or not he is eligible to receive similar or
dissimilar incentive compensation under any other plan or
arrangement of the Company.
(b) Shares subject to a Stock Bonus Award (other than a
Phantom Stock Bonus Award) may be issued or transferred to
an Employee, and the cash value of the Shares on which a
Phantom Stock Bonus Award is based may be paid to an
Employee, at the time such Award is granted, or at any
time subsequent thereto, or in installments from time to
time, and subject to such terms and conditions, as the
Committee shall determine. In the event that any such
issuance, transfer or payment shall not be made to the
Employee at the time such Award is granted, the Committee may
but need not provide for payment to such Employee, either
in cash or Shares, from time to time or at the time or
times such Shares shall be issued or transferred or cash
shall be paid to such Employee, of amounts not exceeding
the dividends which would have been payable to such Employee
in respect of such Shares (as adjusted under section
4.2) if such Shares had been issued or transferred to
such Employee at the time such Award was granted.
(c) Any Stock Bonus Award may, in the discretion of the
Committee, be settled in cash, on each date on which
Shares would otherwise have been delivered or become
unrestricted, in an amount equal to the Fair Market Value on
such date of the Shares which would otherwise have been
delivered or become unrestricted. A Phantom Stock Bonus
Award shall be payable only in the form of cash. Subject
to Section 4.3 above, the Shares subject to a Stock Bonus
Award (including a Phantom Stock Bonus Award) shall be
deducted from the number of Shares available for grant under
the Plan, whether the Award is settled in the form of cash or
Shares.
(d) Stock Bonus Awards shall be subject to such terms and
conditions, including, without limitation,
restrictions on the sale or other disposition of any
Shares to be issued or transferred pursuant to such
Award, and conditions calling for forfeiture of the Award or
the Shares issued or transferred or cash paid pursuant thereto
in designated circumstances, as the Committee shall
determine; provided, however, that upon the
issuance or transfer of Shares to an Employee pursuant to any
such Award, the recipient shall, with respect to such Shares,
be and become a shareholder of the Company fully entitled to
receive dividends, to vote and to exercise all other
rights of a stockholder except to the extent otherwise
provided in the Award. All or any portion of a Stock Bonus
Award may but need not be made in the form of a Restricted
Stock Award or a Phantom Stock Bonus Award.
(e) Each Stock Bonus Award shall be evidenced in a
writing, signed by a representative of the Company duly
authorized to do so, which shall be consistent with and
subject to this Plan.
ARTICLE 8. Change of Control
8.1 Acceleration and Cashout. Subject to the provisions of
Section 8.2 herein, upon the occurrence of a Change of
Control of the Company, or, if and to the extent so
determined by the Committee in writing at or after grant
(subject to any right of approval expressly reserved by the
Committee at the time of such determination), in the event of
a Potential Change of Control of the Company, unless
specifically prohibited by the terms of Article 15 herein:
(a) Any Stock Options awarded under the Plan
immediately shall become fully vested and exercisable;
(b) Any restrictions and other conditions pertaining to
outstanding Stock Bonuses (including Phantom Stock
Bonuses and Restricted Stock), including but not limited to
vesting requirements, immediately shall lapse; and
(c) The value of all outstanding Stock Options and
Stock Bonuses (including Phantom Stock Bonuses and
Restricted Stock) shall, to the extent determined by the
Committee at or after grant, be cashed out by the Company on
the basis of the Change-of-Control Price (or, in the case of
Incentive Stock Options, Fair Market Value) as of the date
the Change of Control occurs, or Potential Change of
Control is determined to have occurred, or such other date
as the Committee may determine prior to the occurrence of
the Change of Control or Potential Change of Control.
Notwithstanding the foregoing provisions of this Section
8.1, the Committee may determine, in its sole discretion,
that no Change of Control or Potential Change of Control
shall be deemed to have occurred with respect to a
Participant (i) by reason of any actions or events
(''Interested Actions'') in which the Participant acts in a
capacity other than as a director, officer or employee of the
Company (or a Subsidiary or Affiliate, where
applicable), or (ii) with respect to any such action or
event occurring within 90 days following the public
announcement of any Interested Actions, regardless of
whether the Participant is interested in such action or
event.
8.2 Award Replacement. Notwithstanding Section 8.1 herein, no
acceleration of vesting and exercisability, nor lapse of
restrictions and other conditions, nor cashout shall occur
(pursuant to Sections 8.1(a), (b), and (c) herein) for
outstanding Awards granted hereunder if the Committee
reasonably determines in good faith, prior to the Change of
Control or Potential Change of Control, that such Awards
shall be honored or assumed, or new rights substituted
therefor (such honored, assumed, or substituted award
hereinafter called an ''Alternative Award'') by a
Participant's employer (or the parent or a subsidiary of
such employer) simultaneous with or immediately following the
Change of Control or Potential Change of Control,
provided, however, that any such Alternative Award must:
(a) In the event of Stock Options and Stock Bonuses:
(i) Be based on stock which is traded on an
established securities market, or which will be so
traded within thirty (30) days of the Change of
Control or Potential Change of Control; or
(ii) Have a value based directly upon an objective
standard of valuation (including, but not limited to, a
publicly reported stock index) acceptable to the
Committee under the circumstances and provide each
Participant, subject to requirements as to vesting or
lapse of restrictions, with an opportunity to put the
Shares or other securities covered by the Award to his or
her employer (or the parent, general partner, or a
subsidiary of such employer) for purchase with payment to
be made in cash within ten (10) business days of receipt
of such employee's put;
(b) For all Awards:
(i) Provide such Participant (or each Participant in a
class of Participants) with rights and entitlements
substantially equivalent to or better than the rights,
terms, and conditions applicable under such Awards,
including, but not limited to, an identical or better
vesting schedule and identical or better timing and
methods of payment;
(ii) Have substantially equivalent economic value to
such Awards (determined at the time of the Change of
Control or Potential Change of Control);
(iii) Have terms and conditions which provide that in
the event the Participant's employment is
involuntarily terminated without Cause or
constructively terminated:
(A) Any conditions on a Participant's rights
under, or any restrictions on transfer or
exercisability applicable to, each such Alternative
Award shall be waived or shall lapse, as the case may
be; and
(B) Each Participant shall have the right to
surrender such Alternative Awards within thirty
(30) days following such termination in exchange for
a payment in cash equal to the excess of the Fair
Market Value of the stock subject to the
Alternative Award over the price, if any, that a
Participant would be required to pay to exercise
such Alternative Award.
For this purpose, a constructive termination shall mean a
termination by a Participant following a material reduction in
the Participant's compensation, a reduction in the
Participant's responsibilities, or the relocation of the
Participant's principal place of employment to another
location, in each case without the Participant's advance
written consent.
8.3 Excise Tax Reimbursement. In the event that any
accelerations, lapse of restrictions, cashouts, Award
replacements, and/or any other event under this Plan will
cause a Participant to be subject to the tax (the ''Excise
Tax'') imposed by Section 4999 of the Code (or any similar tax
that may hereafter be imposed), the Company shall pay to the
Participant at the time specified below an additional amount
(the ''Gross-up Payment'') such that the net amount retained
by the Participant, after deduction of any Excise Tax on the
Total Payments (as hereinafter defined) and any Federal, state,
and local income tax and Excise Tax upon the Gross-up Payment
provided for by this Section 8.3, but before deduction for
any Federal, state, or local income tax on the Total Payments,
shall be equal to the Total Payments.
For purposes of determining whether any Participant will be
subject to the Excise Tax and the amount of such Excise Tax:
(a) Any other payments or benefits received or to be
received by a Participant in connection with a Change of
Control of the Company or a Participant's termination of
employment (whether pursuant to the terms of this Plan or any
other plan, arrangement, or agreement with the
Company, any Person whose actions result in a Change of
Control of the Company or any Person affiliated with the
Company or such Person) (which together with the benefits
and/or payments provided hereunder, shall constitute the
''Total Payments'') shall be treated as ''parachute
payments'' within the meaning of Section 280G(b)(2) of the
Code, and all ''excess parachute payments'' within the
meaning of Section 280G(b)(1) of the Code shall be treated
as subject to the Excise Tax unless, in the opinion of
tax counsel selected by the Committee, such other payments
or benefits (in whole or in part) do not constitute
parachute payments, or such excess parachute payments (in
whole or in part) represent reasonable compensation for
services actually rendered within the meaning of Section
280G(b)(4) of the Code in excess of the base amount within
the meaning of Section 280G(b)(3) of the Code or are
otherwise not subject to the Excise Tax;
(b) The amount of the total Payments which shall be
treated as subject to the Excise Tax shall be equal to the
lesser of: (A) the total amount of the Total
Payments; or (B) the amount of excess parachute payments
within the meaning of Section 280G(b)(1) of the Code
(after applying clause (a) above); and
(c) The value of any noncash benefits or any deferred
payment or benefit shall be determined by the Company's
independent auditors in accordance with the principles of
Section 280G(d)(3) of the Code.
For purposes of determining the amount of the Gross-Up
Payment, a Participant shall be deemed to pay Federal income
taxes at the highest marginal rate of Federal income
taxation for the calendar year in which the Gross-Up Payment is
to be made and the applicable state and local income taxes
at the highest marginal rate of taxation for the
calendar year in which the Gross-Up Payment is to be made, net
of the maximum reduction in Federal income taxes which could
be obtained from deduction of such state and local taxes. In
the event that the Excise Tax is subsequently determined to
be less than the amount taken into account hereunder at the
time the Gross-Up Payment is made, a Participant shall repay
to the Company at the time that the
amount of such reduction in Excise Tax is finally determined the
portion of the Gross-Up Payment attributable to such
reduction (plus the portion of the Gross-Up Payment
attributable to the Excise Tax and Federal, state and local
income tax imposed on the portion of the Gross-Up Payment
being repaid by a Participant if such repayment results in a
reduction in Excise Tax and/or a Federal, state, and local
income tax deduction), plus interest on the amount of such
repayment at the rate provided in Section 1274(b)(2)(B) of
the Code. In the event that the Excise Tax is determined to
exceed the amount taken into account hereunder at the time the
Gross-Up Payment is made (including by reason of any
payment the existence or amount of which cannot be
determined at the time of the Gross-Up Payment), the Company
shall make an additional Gross-Up Payment in respect of such
excess (plus any interest payable with respect to such
excess) at the time that the amount of such excess is
finally determined.
The Gross-Up Payment or portion thereof provided for in
this Section 8.3 shall be paid no later than the thirtieth
(30th) calendar day following payment of any amounts under
this section, provided, however, that if the amount of such
Gross-Up Payment or portion thereof cannot be finally
determined on or before such day, the Company shall pay to a
Participant on such day an estimate, as determined in good
faith by the Company, of the minimum amount of such payments and
shall pay the remainder of such payments (together with interest
at the rate provided in Section 1274(b)(2)(B) of
the Code) as soon as the amount thereof can be determined, but
in no event later than the forty-fifth (45th) calendar day
after payment of any amounts under this Section 8.3. In
the event that the amount of the estimated payments exceeds the
amount subsequently determined to have been due, such excess
shall constitute a loan by the Company to each
Participant, payable on the fifth (5th) calendar day after
demand by the Company (together with interest at the rate
provided in Section 1274(b)(2)(B) of the Code).
ARTICLE 9. Amendment, Modification and Termination
9.1 Amendment and Termination. The Board may, at any time and
from time to time, amend or modify the Plan in any
respect without stockholder approval, unless stockholder
approval of the amendment or modification in question is
required under Delaware law, the Code (including without
limitation Code section 162(m)(4) and Code Section 422 and
Treasury regulations issued or proposed thereunder), any
applicable exemption from Section 16 of the Exchange Act
(including without limitation SEC Rule 16b-3) for which the
Company intends transactions by Insiders to qualify, any
national securities exchange or system on which the Stock is
then listed or reported, by any regulatory body having
jurisdiction with respect to the Plan, or under any other
applicable laws, rules or regulations. The Board may also
terminate the Plan at any time. The Committee may amend the
terms of any Award granted under the Plan, prospectively or
retroactively, but no such amendment shall impair the rights of
any Participant without such Participant's consent.
9.2 Awards Previously Granted. No termination, amendment or
modification of the Plan shall in any manner adversely affect
any Award previously granted under the Plan, without the written
consent of the Participant holding such Award
ARTICLE 10. Beneficiary Designation
The Committee may (but need not) permit a Participant,
from time to time and subject to such terms and conditions as
it may impose, to name a beneficiary or beneficiaries (who
may be named contingently or successively) to whom any benefit
under the Plan is to be paid in case of his or her death
before he or she receives any or all of such benefit. Each such
designation shall revoke all prior designations by the same
Participant, shall be in a form prescribed by the Company, and
will be effective only when filed by the Participant in
writing with the Human Resource Department of the Company
during the Participant's lifetime. In the absence of any
such designation, benefits remaining unpaid at the
Participant's death shall be paid to the
Participant's estate.
ARTICLE 11. Rights of Employees; Other Plans and Arrangements
11.1 Employment. Nothing in the Plan shall interfere with or
limit in any way the right of the Company to terminate any
Participant's employment at any time, nor confer upon any
Participant any right to continue in the employ of the Company.
For purposes of the Plan, transfer of employment of a
Participant between the Company and any one of its
Subsidiaries or Affiliates (or between Subsidiaries and
Affiliates) shall not be deemed a termination of employment.
11.2 Participation. No Employee shall have the right to be
selected to receive an Award under this Plan, or, having
been so selected, to be selected to receive a future Award.
11.3 Transferability Restriction. Any derivative security
issued under this Plan (within the meaning of SEC Rule 16b
3(a)(2)) is not transferable by the participant other than by
will or the laws of descent and distribution.
Notwithstanding the foregoing and any other provision of the
Plan to the contrary, if the Committee so permits, an award
under this Plan may be transferred, following the death of a
Participant, to a beneficiary designated by the Participant in
accordance with Article 10 above.
11.4 Other Plans and Arrangements. Nothing in this Plan is
intended to be a substitute for, or shall preclude or limit the
establishment or continuation of, any other plan, practice
or arrangement for the payment of compensation or fringe
benefits to directors, officers, or employees generally,
or to any class or group of such persons, which the Company
or any Subsidiary now has or may hereafter
lawfully put into effect, including, without limitation, any
incentive compensation, retirement, pension, group
insurance, restricted stock, stock purchase, stock bonus,
stock incentive or stock option plan.
ARTICLE 12. Withholding
12.1 Tax Withholding. A Participant shall remit to the
Company an amount sufficient to satisfy any taxes the
Company determines are required by law to be withheld with
respect to any grant, exercise, or payment made under or as a
result of this Plan.
12.2 Share Withholding. With respect to withholding
required upon the exercise of Options, upon the lapse of
restrictions on Restricted Stock, or upon any other taxable
event hereunder, the Committee may permit or require
Participants, subject to such terms and conditions as it may
impose, to satisfy the withholding requirement, in whole or in
part, by having the Company withhold Shares having a Fair Market
Value on the date the tax is to be determined equal to the
maximum marginal total tax which could be imposed on the
transaction or such greater or lesser amount as the
Committee may permit. If the Committee so provides, such
Shares withheld may be already owned Shares which the
Participant tenders in satisfaction of the withholding
requirement or Shares issuable by the Company in connection
with the exercise of Options, the lapse of restrictions on
Restricted Stock or the other taxable event hereunder, or
Shares from any other source.
ARTICLE 13. Indemnification
No member of the Board or the Committee, nor any officer
or employee of the Company acting on behalf of the Board or the
Committee, shall be personally liable for any action,
determination, or interpretation taken or made in good faith
with respect to the Plan, and all members of the Board or the
Committee and each and any officer or employee of the Company
acting on their behalf shall, to the extent permitted by
law, be fully indemnified and protected by the Company in
respect of any such action, determination or interpretation.
ARTICLE 14. Successors
All obligations of the Company under the Plan, with
respect to Awards granted hereunder, shall be binding on any
successor to the Company, whether the existence of such
successor is the result of a direct or indirect purchase,
merger, consolidation, or otherwise, of all or substantially all
of the business and/or assets of the Company.
ARTICLE 15. Requirements of Law
15.1 Requirements of Law. The granting of Awards and the
issuance of Shares under the Plan shall be subject to all
applicable laws, rules, and regulations, and to such
approvals by any governmental agencies or national
securities exchanges, as the Company may determine apply.
15.2 Governing Law. To the extent not preempted by Federal
law, the Plan, and all agreements hereunder, shall be
construed in accordance with and governed by the laws of the
State of Delaware, without reference to the principles of
conflicts of laws of that State.
15.3 Non-U.S. Laws. In the event the laws of a foreign
country, in which the Company, a Subsidiary or Affiliate has
Employees, prescribe certain requirements for stock
incentives to qualify for advantageous treatment under the tax
or other laws or regulations of that country, the proper
officers of the Company, may restate, in whole or in part,
this Plan and may include in such restatement additional
provisions for the purpose of qualifying the restated plan and
stock incentives granted thereunder under such laws and
regulations; provided, however, that (a) the terms and
conditions of any stock-based incentive granted under such
restated plan may not be more favorable to the recipient
than would be permitted if such stock-based incentive had
been granted under the Plan as herein set forth, (b) all
Shares allocated to or utilized for the purposes of such
restated plan shall be subject to the limitations of Article 4,
and (c) the provisions of the restated plan may give the Board
less but not more discretion to amend or terminate such
restated plan than is provided with respect to this Plan by
the provisions of Article 9 hereof
Exhibit (11)
OWENS CORNING AND SUBSIDIARIES
COMPUTATION OF PER SHARE EARNINGS
Quarter Ended Six Months Ended
June 30, June 30,
1996 1995 1996 1995
(In millions of dollars,except share
data and where noted)
<TABLE>
<S> <C> <C> <C> <C>
Primary:
Net income (loss) $ (473) $ 63 $ (434) $ 95
Weighted average number
of shares outstanding
(thousands) 51,538 49,917 51,512 47,648
Weighted average common
equivalent shares
(thousands):
Deferred awards - 15 - 15
Stock options using
weighted average
market price - 469 - 376
Primary weighted average
number of common shares
outstanding and common
equivalent shares
(thousands) 51,538 50,401 51,512 48,039
Primary per share amount $ (9.19) $ 1.25 $ (8.43) $ 1.98
Fully Diluted:
Net income (loss) $ (473) $ 63 $ (434) $ 98
Weighted average number
of shares outstanding
(thousands) 51,538 49,917 51,512 47,648
Weighted average common
equivalent shares
(thousands):
Deferred awards - 15 - 15
Stock options using
the higher of average
market price or market
price at end of period - 490 - 402
Shares from assumed conversion
of debt - 728 - 2,901
Shares from assumed conversion
of preferred securities - 2,283 - 1,305
Fully diluted weighted average
number of common shares
outstanding and common
equivalent shares
(thousands) 51,538 53,433 51,512 52,271
Fully diluted per share
amount $ (9.19) $ 1.20 $ (8.43) $ 1.88
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from
SEC form 10-Q and is qualified in its entirety by reference to such
financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> JUN-30-1996
<CASH> 24
<SECURITIES> 0
<RECEIVABLES> 423
<ALLOWANCES> 0
<INVENTORY> 329
<CURRENT-ASSETS> 1,017
<PP&E> 3,204
<DEPRECIATION> 1,797
<TOTAL-ASSETS> 3,980
<CURRENT-LIABILITIES> 979
<BONDS> 972
<COMMON> 584
0
0
<OTHER-SE> (1,250)
<TOTAL-LIABILITY-AND-EQUITY> 3,980
<SALES> 1,805
<TOTAL-REVENUES> 1,805
<CGS> 1,332
<TOTAL-COSTS> 1,332
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 36
<INCOME-PRETAX> (726)
<INCOME-TAX> (288)
<INCOME-CONTINUING> (434)
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (434)
<EPS-PRIMARY> (8.43)
<EPS-DILUTED> (8.43)
</TABLE>
Exhibit (99)
State or Other
Jurisdiction
Under the Laws of
Subsidiaries of Owens Corning (6/30/96) Which Organized
Barbcorp, Inc. Delaware
Crosslink B.V. Holland
Crown Manufacturing Inc. Canada
Dansk-Svensk Glasfiber A/S Denmark
Deutsche Owens-Corning Glasswool GmbH Germany
Eric Company Delaware
European Owens-Corning Fiberglas, S.A. Belgium
Falcon Foam Corporation Delaware
Fiber-flex Co., Inc. New Jersey
Fiberflex Incorporated Georgia
Fiber-Lite Corporation Delaware
IPM, Inc. Delaware
Kitsons Insulation Products Ltd. United Kingdom
Matcorp, Inc. Delaware
N.V. Owens-Corning S.A. Belgium
O/C/FIRST CORPORATION Ohio
OCFOGO, Inc. Delaware
O.C. Funding B.V. The Netherlands
O/C/SECOND CORPORATION Delaware
OC (UK) Holdings Limited United Kingdom
OC Utah Four Corporation Utah
OCW Corporation (dba, Delsan) Delaware
Owens-Corning A/S Norway
Owens Corning Building Materials Espana S.A. Spain
Owens-Corning Building Products (U.K.) Ltd. United Kingdom
Owens-Corning Canada Inc. Canada
Owens-Corning Capital Holdings I, Inc. Delaware
Owens-Corning Capital Holdings II, Inc. Delaware
Owens-Corning Capital L.L.C. Delaware
Owens Corning Cayman (China) Holdings Cayman Islands
Owens-Corning Cayman Limited Cayman Islands
Owens-Corning Changchun Guan Dao Company Ltd. PRC China
Owens Corning Espana SA Spain
Owens-Corning Fiberglas A.S. Limitada Brazil
Owens-Corning Fiberglas Deutschland GmbH Germany
Owens-Corning Fiberglas Espana, S.A. Spain
Owens-Corning Fiberglas France S.A. France
Owens-Corning Fiberglas (G.B.) Ltd. United Kingdom
Owens-Corning Fiberglas (Italy) S.r.l. Italy
Owens-Corning Fiberglas Norway A/S Norway
Owens-Corning Fiberglas S.A. Uruguay
Owens-Corning Fiberglas Sweden AB Sweden
Owens-Corning Fiberglas Sweden Inc. Delaware
Owens-Corning Fiberglas Technology Inc. Illinois
Owens-Corning Fiberglas (U.K.) Ltd. United Kingdom
Owens-Corning Finance (U.K.) plc United Kingdom
Owens-Corning FSC, Inc. Barbados
State or Other
Jurisdiction
Under the Laws of
Subsidiaries of Owens Corning (6/30/96) Which Organized
Owens-Corning Funding Corporation Delaware
Owens-Corning (Guangzhou) Fiberglas Co., Ltd. PRC China
Owens-Corning Holdings Limited Cayman Islands
Owens Corning HT, Inc. Delaware
Owens-Corning Isolation France S.A. France
Owens-Corning Ontario Holdings Inc. Canada
Owens-Corning Overseas Holdings, Inc. Delaware
Owens-Corning (Overseas) Management Limited Cyprus
Owens Corning Polyfoam UK Ltd. United Kingdom
Owens-Corning Real Estate Corporation Ohio
Owens Corning (Shanghai) Fiberglas Co., Ltd. PRC China
Owens Corning (Singapore) PTE Ltd. Singapore
Owens-Corning Trading, Ltd. British Virgin Islands
Owens-Corning UK Holdings Limited United Kingdom
Owens-Corning Veil Netherlands B.V. The Netherlands
Owens-Corning Veil U.K. Ltd. United Kingdom
Owens-Corning Vertriebs GmbH Germany
Palmetto Products, Inc. Delaware
Scanglas Ltd. United Kingdom
SFF Acquisition Corp. Tennessee
SFF2 Acquisition Corp. Kentucky
Soltech, Inc. Kentucky
UC Industries, Inc. Delaware
WD s.a. Belgium
Western Fiberglass, Inc. Utah
Western Fiberglass of Arizona Utah
Western Fiberglass of Texas, Inc. Utah
Willcorp, Inc. Delaware
Wrexham A.R. Glass Ltd. United Kingdom
Owens Corning Pipe Africa (Pvt) Ltd. Zimbabwe
Zola Castor Holding Corporation Delaware
1053051 Ontario Inc. Canada
1086269 Ontario Inc. Canada
