<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year ended December 31, 1996
OWENS CORNING
SAVINGS AND SECURITY PLAN
OWENS CORNING
One Owens Corning Parkway
Toledo, Ohio 43659
Commission File No. 1-3660
- -------------------------------------------------------------
REQUIRED INFORMATION
(a) Financial Statements.
1. Report of Independent Public Accountants
2. Statements of Net Assets Available for Benefits - as
of December 31, 1996 and 1995
3. Statements of Changes in Net Assets
Available for Benefits - for the years
ended December 31, 1996 and 1995
4. Notes to Financial Statements
5. Supplemental Schedules:
Schedule I - Item 27a - Schedule of Assets Held for
Investment Purposes as of December 31, 1996
Schedule II - Item 27d - Schedule of Reportable
Transactions for the Year Ended December 31, 1996
(b) Exhibit.
Consent of Arthur Andersen LLP
In accordance with the instruction to this Form 11-K, "plans
subject to the Employee Retirement Income Security Act of
1974 ("ERISA") may file plan financial statements and
schedules prepared in accordance with the financial reporting
requirements of ERISA." As the Plan is subject to the filing
requirements of ERISA, the aforementioned financial
statements and schedules of the Plan have been prepared in
accordance with such requirements.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the trustees (or other persons who administer the
Plan) have duly caused this annual report to be signed on its
behalf by the undersigned hereunto duly authorized.
OWENS CORNING
SAVINGS AND SECURITY PLAN
By /s/ Michael I. Miller
Michael I. Miller
Chairman, Investment Review Committee
Dated: June 27, 1997
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator,
Owens Corning
Savings and Security Plan:
We have audited the accompanying statements of net assets
available for benefits of the OWENS CORNING SAVINGS AND
SECURITY PLAN as of December 31, 1996 and 1995, and the
related statements of changes in net assets available for
benefits for the years then ended. These financial
statements and supplemental schedules are the responsibility
of the plan administrator. Our responsibility is to express
an opinion on these financial statements and supplemental
schedules based on our audits.
We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and
perform the audits to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by
the plan administrator, as well as evaluating the overall
financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above
present fairly, in all material respects, the net assets
available for benefits of the Owens Corning Savings and
Security Plan as of December 31, 1996 and 1995, and the
changes in its net assets available for benefits for the
years then ended in conformity with generally accepted
accounting principles.
Our audits were performed for the purpose of forming an
opinion on the basic financial statements taken as a whole.
The supplemental schedules of assets held for investment
purposes as of December 31, 1996, and reportable transactions
for the year ended December 31, 1996, are presented for the
purpose of additional analysis and are not a required part of
the basic financial statements, but are supplemental
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. The Fund Information
in the statements of net assets available for benefits and
the statements of changes in net assets available for
benefits is presented for purposes of additional analysis
rather than to present the net assets available for plan
benefits and changes in net assets available for plan
benefits of each fund. The supplemental schedules and Fund
Information have been subjected to the auditing procedures
applied in the audits of the basic financial statements and,
in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
ARTHUR ANDERSEN LLP
Toledo, Ohio,
May 15, 1997
<PAGE>
-1-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 6
Supplemental Information By Fund
---------------------------------------------------
Company Managed Indexed Fixed
Stock Equity Equity Income
Fund Fund Fund Fund
------------ ----------- --------- ---------
ASSETS:
Investments (Notes 1, 2, 3 and 4):
Short-term investments $ 6,099 $ - $ - $ -
Owens Corning common stock,
847,984 shares at $42.625 per
share (cost $28,247,778) 36,145,318 - - -
Investment in master trust
collective funds - 10,256,273 2,906,768 7,058,817
Accrued interest income 53,864 - - -
Due from Owens Corning(Note 1) 518,270 28,902 6,697 54,349
------------ ----------- ---------- ---------
Total assets $ 36,723,551 $10,285,175 $2,913,465 $7,113,166
============ =========== ========== ==========
LIABILITIES (Notes 1 and 5):
Accounts payable to brokers and others $ - $ - $ - $ -
------------ ----------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS
(Notes 1 and 5) 36,723,551 10,285,175 2,913,465 7,113,166
------------ ----------- ---------- ----------
Total liabilities and net assets
available for benefits $ 36,723,551 $10,285,175 $ 2,913,465 $7,113,166
============ =========== =========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-2-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
(Continued)
<TABLE>
<S> <C> <C> <C>
1 9 9 6
Supplemental Information By Fund
---------------------------------
Inter-
Balanced national
Fund Fund Total
--------- --------- ---------
ASSETS:
Investments (Notes 1, 2, 3 and 4):
Short-term investments $ - $ - $ 6,099
Owens Corning common stock, 847,984
shares at $42.625 per share
(cost $28,247,778) - - 36,145,318
Investment in master trust collective
funds 733,823 1,034,137 21,989,818
Accrued interest income - - 53,864
Due from Owens Corning (Note 1) 5,885 6,164 620,267
---------- --------- ----------
Total assets $ 739,708 $1,040,301 $58,815,366
========== ========== ===========
LIABILITIES (Notes 1 and 5):
Accounts payable to brokers and others $ - $ - $ -
--------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS
(Notes 1 and 5) $ 739,708 $1,040,301 $58,815,366
---------- ---------- -----------
Total liabilities and net assets
available for benefits $ 739,708 $1,040,301 $58,815,366
========== ========== ===========
The accompanying notes are an integral part of these statements.
<PAGE>
-3-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
(Continued)
</TABLE>
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 5
Supplemental Information By Fund
-----------------------------------------------------------
Company Managed Indexed Fixed
Stock Equity Equity Income
Fund Fund Fund Fund
------------ ----------- --------- ---------
Investments (Notes 1, 2, 3 and 4):
Short-term investments $ 623,025 $ - $ - $ -
Owens Corning common stock,
702,975 shares at $44.875 per
share (cost $22,295,934) 31,546,003 - - -
Investment in master trust collective
funds - 7,326,491 2,036,894 6,177,196
Accrued interest income 647 - - -
Due from Owens Corning (Note 1) 544,755 75,086 22,066 55,222
------------ ------------ ------------ ---------
Total assets $ 32,714,430 $ 7,401,577 $ 2,058,960 $6,232,418
============ ============ ============ ==========
LIABILITIES (Notes 1 and 5):
Accounts payable to brokers
and others $ 639,642 $ 4,831 $ 1,442 $ 4,121
------------ ------------ ------------ ----------
NET ASSETS AVAILABLE FOR BENEFITS
(Notes 1 and 5) 32,074,788 7,396,746 2,057,518 6,228,297
------------ ------------ ------------ ----------
Total liabilities and net assets
available for benefits $ 32,714,430 $ 7,401,577 $ 2,058,960 $6,232,418
============ ============ ============ ==========
The accompanying notes are an integral part of these statements.
<PAGE>
-4-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
(Continued)
</TABLE>
<TABLE>
<S> <C> <C> <C>
1 9 9 5
Supplemental Information By Fund
----------------------------------------
Inter-
Balanced national
Fund Fund Total
--------- --------- ---------
ASSETS:
Investments (Notes 1, 2, 3 and 4):
Short-term investments $ - $ - $ 623,025
Owens Corning common stock, 702,975
shares at $44.875 per share
(cost $22,295,934) - - 31,546,003
Investment in master trust collective
funds 360,490 570,801 16,471,872
Accrued interest income - - 647
Due from Owens Corning (Note 1) 12,095 14,528 723,752
----------- ---------- ----------
Total assets $ 372,585 $ 585,329 $49,365,299
============ ========== ===========
LIABILITIES (Notes 1 and 5):
Accounts payable to brokers and others $ 293 $ 468 $ 650,797
------------ ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS
(Notes 1 and 5) $ 372,292 $ 584,861 $48,714,502
------------ ---------- -----------
Total liabilities and net assets
available for benefits $ 372,585 $ 585,329 $49,365,299
============ ========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-5-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 6
Supplemental Information By Fund
---------------------------------------------------
Company Managed Indexed Fixed
Stock Equity Equity Income
Fund Fund Fund Fund
------------ ------------ ------------ ------------
INVESTMENT INCOME (Notes 2, 3, and 4):
Interest $ 121,585 $ - $ - $ -
Net interest in master trust
investment income (loss) - 1,707,580 500,457 391,185
Realized gain on disposition of
investments 75,849 - - -
Unrealized appreciation
(depreciation) of investment
in Owens Corning common stock (1,352,531) - - -
----------- ---------- ------------ ---------
(1,155,097) 1,707,580 500,457 391,185
----------- ---------- ------------ ---------
CONTRIBUTIONS (Notes 1 and 5):
Participants 4,934,115 2,282,628 678,236 1,693,207
Owens Corning 4,165,303 9,026 4,828 45,710
---------- ---------- ------------ ---------
9,099,418 2,291,654 683,064 1,738,917
---------- ---------- ------------ ---------
OTHER:
Distributions to participants (Note 5) (3,360,743) (920,744) (286,708) (1,047,820)
Election of redistribution among
funds (Note 1) 158,536 (89,072) (7,999) (166,556)
Administrative expenses (Note 1) (107,439) (24,772) (9,406) (19,464)
Rollovers and other 14,088 (76,217) (23,461) (11,393)
---------- --------- --------- ---------
(3,295,558) (1,110,805) (327,574) (1,245,233)
---------- ---------- -------- ---------
Net increase 4,648,763 2,888,429 855,947 884,869
---------- ---------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 32,074,788 7,396,746 2,057,518 6,228,297
---------- ---------- --------- ----------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $36,723,551 $10,285,175 $2,913,465 $7,113,166
========== =========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-6-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
(Continued)
<TABLE>
<S> <C> <C> <C>
1 9 9 6
Supplemental Information By Fund
-------------------------------------------
Inter-
Balanced national
Fund Fund Total
------------ ------------ -----------
INVESTMENT INCOME (Notes 2, 3, and 4):
Interest $ - $ - $ 121,585
Net interest in master trust
investment income (loss) 75,458 127,667 2,802,347
Realized gain on disposition of
investments - - 75,849
Unrealized appreciation (depreciation) of
investment in Owens Corning common stock - - (1,352,531)
---------- --------- ----------
75,458 127,667 1,647,250
---------- --------- ----------
CONTRIBUTIONS (Notes 1 and 5):
Participants 300,971 419,148 10,308,305
Owens Corning 2,847 1,699 4,229,413
---------- --------- ----------
303,818 420,847 14,537,718
---------- --------- ----------
OTHER:
Distributions to participants (Note 5) (85,374) (113,288) (5,814,677)
Election of redistribution among
funds (Note 1) 76,547 28,544 -
Administrative expenses (Note 1) (1,794) (2,515) (165,390)
Rollovers and other (1,239) (5,815) (104,037)
---------- --------- ----------
(11,860) (93,074) (6,084,104)
---------- --------- ----------
Net increase 367,416 455,440 10,100,864
---------- --------- ----------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 372,292 584,861 48,714,502
---------- --------- ----------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $ 739,708 $1,040,301 $58,815,366
============ ============ ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-7-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 5
Supplemental Information By Fund
-----------------------------------------------------------
Company Managed Indexed Fixed
Stock Equity Equity Income
Fund Fund Fund Fund
------------ ------------ ------------ ------------
INVESTMENT INCOME (Notes 2, 3, and 4):
Interest $ 13,998 $ - $ - $ -
Net interest in master trust
investment income (loss) - 1,118,015 485,399 562,797
Realized gain on disposition of
investments 105,409 - - -
Unrealized appreciation (depreciation)
of investment in Owens Corning
common stock 8,240,377 - - -
------------ ------------ ----------- ----------
8,359,784 1,118,015 485,399 562,797
------------ ------------ ----------- ----------
CONTRIBUTIONS (Notes 1 and 5):
Participants 4,552,962 2,107,032 450,693 1,645,528
Owens Corning 3,902,075 - - -
------------ ------------ ----------- ----------
8,455,037 2,107,032 450,693 1,645,528
------------ ------------ ----------- ----------
OTHER:
Distributions to participants (Note 5) (2,387,229) (676,740) (197,526) (881,878)
Election of redistribution among funds
(Note 1) (674,119) (29,606) 95,354 496,324
Administrative expenses (Note 1) (147,924) (31,478) (10,241) (27,132)
Rollovers and other (517,829) - - 9,409
------------ ------------ ------------ ----------
(3,727,101) (737,824) (112,413) (403,277)
------------ ------------ ------------ ----------
Net increase 13,087,720 2,487,223 823,679 1,805,048
------------ ------------ ------------ ----------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 18,987,068 4,909,523 1,233,839 4,423,249
------------ ------------ ------------ ----------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $ 32,074,788 $ 7,396,746 $ 2,057,518 $ 6,228,297
============ ============ ============ ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-8-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1996 AND 1995
(Continued)
<TABLE>
<S> <C> <C> <C>
1 9 9 5
Supplemental Information By Fund
--------------------------------------
Inter-
Balanced national
Fund Fund Total
------------ ------------ -----------
INVESTMENT INCOME (Notes 2, 3, and 4):
Interest $ - $ - $ 13,998
Net interest in master trust
investment income (loss) 42,115 36,337 2,244,663
Realized gain on disposition of
investments - - 105,409
Unrealized appreciation (depreciation)
of investment in Owens Corning
common stock - - 8,240,377
------------ ---------- ----------
42,115 36,337 10,604,447
------------ ---------- ----------
CONTRIBUTIONS (Notes 1 and 5):
Participants 196,240 368,552 9,321,007
Owens Corning - - 3,902,075
------------ ---------- ----------
196,240 368,552 13,223,082
------------ ---------- ----------
OTHER:
Distributions to participants (Note 5) (27,312) (48,766) (4,219,451)
Election of redistribution among
funds (Note 1) 77,746 34,301 -
Administrative expenses (Note 1) (1,459) (2,553) (220,787)
Rollovers and other - - (508,420)
------------ ---------- ----------
48,975 (17,018) (4,948,658)
------------ ---------- ----------
Net increase 287,330 387,871 18,878,871
------------ ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 84,962 196,990 29,835,631
------------ ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $ 372,292 $ 584,861 $48,714,502
============ ========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-9-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES
Operations of the Plan
----------------------
The Owens Corning Savings and Security Plan (the Plan) which was adopted
effective January 1, 1990, benefits designated groups of employees of
Owens Corning and certain subsidiaries (the Company). An eligible
employee may elect to participate in the Plan on the first day of any
month after employment commences by filing an election to participate by
the 25th day of the preceding month.
Administrative expenses of the Plan including professional fees,
accounting fees and other administrative expenses are paid by the Plan
or the Company at the discretion of the Company. The Plan paid all of
administrative expenses in 1996 and 1995.
The following descriptions of the Plan provide only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan provisions.
Plan Contributions
------------------
Participants may contribute up to 15% of their base pay. All or a
portion of the participants' contributions may be designated at the
participants' option as deferred income which, pursuant to Section
401(k) of the Internal Revenue Code, is not subject to federal income
tax until such amounts are distributed to the participants. The Plan
requires participant contributions to be remitted to the Plan's trustee,
Citibank N.A., New York, (the Trustee) on a monthly basis.
The Plan provides a retirement contribution equal to a specified
percentage of eligible pay (which percentage varies by employee group)
for participants who work at a plant or business unit where a defined
benefit pension plan is not available.
Effective January 1, 1996, the plan was amended to change the Company's
matching contribution from 50% to 35% of participant contributions up to
10% of base salary for certain covered employee groups. Beginning with
the 1996 plan year, the Company may, at its discretion, make an annual
Profit Sharing Contribution to the plan on behalf of one or more covered
employee groups. One-half of the Company's annual Profit Sharing
Contribution, if any, will be invested exclusively in Company stock.
The Company made a 1996 profit sharing contribution for approximately
$220,000, included as due from Owens Corning in the financial
statements.
The Company may, at its option, make Company contributions in the form
of cash or shares of common stock of the Company which are valued at the
market value of the shares on the tenth trading day of the month in
which the contribution is to be made. Contributions are remitted to the
Trustee on or before the last day of the month following employee
contributions. No Company contributions in the form of shares of common
stock were made in 1996 and 1995.
<PAGE>
-10-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES
(Continued)
Plan Investment Options
-----------------------
Each participant elects to have his contribution invested in 10%
increments among the investment funds made available under the Plan.
Currently, the following six investment funds are available to
participants:
Company Stock Fund
------------------
Consists primarily of investments in Owens Corning common stock.
Managed Equity Fund
-------------------
Presently invested primarily in shares of the Acorn Fund, Inc., which
invests principally in domestic and foreign common stocks, but may also
include securities convertible into common stocks and equity securities
of a class different than common stock.
Indexed Equity Fund
-------------------
Presently invested primarily in a group trust maintained by Wells Fargo
Bank, N.A. which consists of a portfolio of equity securities maintained
to approximate the total rate of return of the securities of the
companies whose stocks make up the Standard & Poors' Composite Index.
Fixed Income Fund
-----------------
Presently invested primarily in the Pacific Investment Management
Company (PIMCO) Low Duration Fund, which invests in a variety of short-
term securities such as bonds, notes and debentures, having a maturity
of no longer than three years.
Balanced Fund
-------------
Presently invested primarily in the Dodge & Cox Balanced Fund, which
invests in both debt and equity securities.
International Fund
------------------
Presently invested primarily in the Templeton Group Foreign Fund, which
invests in stocks and debt securities of companies and governments
outside the United States.
<PAGE>
-11-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES
(Continued)
The Company matching contributions are invested only in Company common
stock. The Trustee, at its sole discretion subject to any provisions in
the trust agreement, may hold any portion of any contributions in cash
which it considers necessary to meet anticipated disbursements. Company
contributions under the retirement contribution, for participants who
work at a plant or business unit where a defined benefit pension plan is
not available, are invested as participants direct among the plan's
investment funds.
Participants may change their investment options, contribution rate and
redistribute their account balances monthly. Participants may
discontinue their contributions to the Plan at any time.
The number of employees with a portion of their account invested in each
fund at December 31, 1996, was as follows:
<TABLE>
<S> <C> <C> <C> <C> <C>
Company Managed Indexed Fixed Inter-
Stock Equity Equity Income Balanced national
Fund Fund Fund Fund Fund Fund
------- -------- ------- ------- -------- --------
5,680 2,197 1,196 2,006 461 566
</TABLE>
Basis of Accounting
-------------------
The accompanying financial statements have been prepared on the accrual
basis. Investments are reported at quoted market value. Participants'
withdrawal requests received by the plan administrator before year end
but not yet distributed to the participants are included as a component
of net assets available for benefits.
Use of Estimates
The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities
and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of income and expenses
during the reporting period. Future events could alter such
estimates.
Income Taxes
------------
The Internal Revenue Service (IRS) has issued a determination
letter dated March 27, 1996 stating that the Plan meets the requirements
of Section 401(a) of the Internal Revenue Code (the Code) and that the
trust is exempt from taxation under Section 501(a) of the Code.
Participants generally are not subject to Federal income tax on Company
contributions or fund earnings until those amounts are distributed to
them. Participants may elect to designate all or a portion of their
contributions to the Plan as deferred income pursuant to Section 401(k)
of the Code. This election permits the participants to exclude from
gross taxable income for Federal tax purposes that portion of their
contribution so designated, subject to certain limitations, until such
time as it is withdrawn from the Plan.
<PAGE>
-12-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES
(Continued)
Proceedings in the Event of Plan Termination
--------------------------------------------
Although it has not expressed any intent to do so, the Company
has the right to terminate the Plan. In the event of termination or
upon a permanent discontinuance of Company contributions, the plan
accounts of each participant not previously vested would fully vest.
Participants would, in accordance with the terms of the Plans, receive
their contributions to the Plan as well as Company contributions to the
Plan on their behalf and the earnings on those contributions.
(2) INVESTMENTS
Investments of the Plan are held in the Owens Corning Savings
Plans Master Trust (Master Trust) maintained by the Trustee for the
Plan and another savings plan of the Company. Investments in the
Company Stock Fund are separately identified to the Plan. Investments
in the Managed Equity Fund, Indexed Equity Fund, Fixed Income Fund,
Balanced Fund, and International Fund are commingled for investment
purposes.
The Plan has a proportionate claim on the net assets of the
commingled funds and receives a proportionate share of the investment
income of said funds. Following is a summary of the Master Trust
financial statements for the commingled funds and the Plan's interest
in net assets by fund as of and for the year ended December 31, 1996:
<PAGE>
-13-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) INVESTMENTS (Continued)
<TABLE>
<S> <C> <C> <C> <C>
Shares/ Current or
Contract Contract Plan
Value Cost Value Interest
--------- ------ ----------- --------
ASSETS:
Investments-
Managed Equity Fund:
- --------------------
Liquid Reserve Fund
Commingled Employee
Benefit Trust $ 184,025 $ 184,025 $ 184,025 .1351
Acorn Fund, Inc. 54,222,893 75,738,126 .1351
Accrued interest and
dividends 742 .1348
------------
$ 75,922,893
------------
Indexed Equity Fund:
- --------------------
Liquid Reserve Fund
Commingled Employee
Benefit Trust $ 65,026 $ 65,026 $ 65,026 .1422
Wells Fargo Bank, N.A.
Index Equity Fund 13,310,265 20,373,963 .1422
Accrued interest and
dividends 242 .1434
-----------
$20,439,231
-----------
</TABLE>
<PAGE>
-14-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) INVESTMENTS (Continued)
<TABLE>
<S> <C> <C> <C> <C>
Shares/ Current or
Contract Contract Plan
Value Cost Value Interest
---------- ---------- ----------- ---------
Fixed Income Fund:
- ------------------
Liquid Reserve Fund
Commingled Employee
Benefit Trust $ 992,195 $ 992,195 $ 992,195 .1714
Pacific Investment
Management Company 39,767,114 40,194,977 .1714
Low Duration Fund
Accrued interest and
dividends 453 .1722
-----------
$41,187,625
-----------
Balanced Fund
- -------------
Liquid Reserve Fund
Commingled Employee
Benefit Trust $ 42,120 $ 42,120 $ 42,120 .0890
Dodge & Cox Balanced
Fund 7,225,661 8,199,708 .0890
Accrued interest and
dividends 144 .0903
-----------
$ 8,241,972
-----------
International Fund
- ------------------
Liquid Reserve Fund
Commingled Employee
Benefit Trust $ 53,879 $ 53,879 $ 53,879 .1034
Templeton Foreign Fund 9,189,728 9,947,581 .1034
Accrued interest and
dividends 195 .1031
-----------
$10,001,655
-----------
Net assets in Master Trust $155,793,376
===========
</TABLE>
<PAGE>
-15-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) INVESTMENTS (Continued)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1996
Managed Indexed Fixed Inter-
Equity Equity Income Balanced national
Fund Fund Fund Fund Fund Total
---------- ---------- ------ ----------- --------------------
INVESTMENT INCOME:
Interest $ 17,992 $ 5,889 $ 433,054 $ 3,996 $ 5,213 $ 466,144
Dividends 1,091,874 11 2,165,279 326,261 388,748 3,972,173
Realized gain (loss)
on disposition of
investments 6,395,914 197,960 27,736 13,280 - 6,634,890
Change in unrealized
appreciation
(depreciation)
of investments 5,983,269 3,452,952 (293,940) 598,795 899,812 10,640,888
---------- ----------- --------- -------- ------- ----------
$13,489,049 $3,656,812 $2,332,129 $942,332 $1,293,773 $21,714,095
========== ========== ========== ======== ========== ==========
Plan interest .1266 .1369 .1677 .0881 .0987
========== ========== ========== ======== ==========
</TABLE>
<PAGE>
-16-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) INVESTMENTS (Continued)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
1995
Managed Indexed Fixed Inter-
Equity Equity Income Balanced national
Fund Fund Fund Fund Fund Total
---------- ------------- -------- -------- ---------- -----------
INVESTMENT INCOME:
Interest $ 16,316 $ 4,477 $ 72,623 $ 2,788 $ 4,080 $ 100,284
Dividends 4,640,843 365 2,446,454 199,294 293,823 7,580,779
Realized gain (loss)
on disposition of
investments 511,398 8,103 (88,712) (96) - 430,693
Change in unrealized
appreciation
(depreciation)
of investments 4,356,335 3,704,936 1,649,809 398,945 31,093 10,141,118
---------- ---------- ----------- ------- --------- ------------
$9,524,892 $3,717,881 $4,080,174 $600,931 $ 328,996 $18,252,874
========== ========== =========== ======== ========= ============
Plan interest .1174 .1306 .1379 .0701 .1104
========== ========== =========== ======== =========
</TABLE>
<PAGE>
-17-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) INVESTMENTS (Continued)
Investments are reported at quoted market value in all
funds in 1996 and 1995. Changes in unrealized appreciation
and depreciation are reflected as changes in net assets
available for benefits. Purchase and sales are recorded on
the trade date basis. Realized gain and loss on sale of
investments is computed using average cost.
(3) CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION OF INVESTMENTS
Unrealized appreciation/depreciation, equal to the
difference between cost and quoted market value of
investments, is recognized in determining the value of each
fund. The change in unrealized appreciation/depreciation
during the years ended December 31, 1996 and 1995 is set
forth below. The balances for the Managed Equity Fund,
Indexed Equity Fund, Fixed Income Fund, Balanced Fund and
International Fund are the commingled amounts in the Master
Trust, while the Company Stock Fund amounts are specific to
the Plan. See Note 2 for the Plan's ownership in the
commingled funds.
<PAGE>
-18-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(3) CHANGE IN UNREALIZED APPRECIATION/DEPRECIATION OF INVESTMENTS (Continued)
1996
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
Company Managed Indexed Fixed Inter-
Stock Equity Equity Income Balanced national
Fund Fund Fund Fund Fund Fund
------------------------------------------------------------------
Unrealized appreci-
ation (depre
ciation) at
January 1, 1995 $1,009,692 $11,175,629 $ (94,192) $(928,005) $(23,694) $(173,051)
Change in unrealized
appreciation
(depreciation)
during 1995 8,240,377 4,356,335 3,704,936 1,649,809 398,945 31,093
----------- ---------- --------- --------- -------- ---------
Unrealized appreci-
ation (depre-
ciation) at
December 31,
1995 $ 9,250,069 $15,531,964 $3,610,744 $ 721,804 $375,251 $(141,958)
Change in
appreciation
(depreciation)
during 1996 (1,352,531) 5,983,269 3,452,952 (293,940) 598,795 899,812
----------- ---------- --------- -------- -------- ---------
Unrealized ap-
preciation $7,897,538 $21,515,233 $7,063,696 $427,864 $974,046 $ 757,854
(depreciation) ========== =========== ========== ======== ======== =========
at December
31, 1996
</TABLE>
<PAGE>
-19-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(4)REALIZED GAINS/LOSSES
Gains or losses are realized when investments are sold.
(5)VESTING, FORFEITURES AND DISTRIBUTIONS
Effective January 1, 1996 the plan was amended to provide
a new vesting schedule whereby certain covered employee
groups become 100% vested in Company contributions and
earnings thereon after three years of completed service,
however, affected employees with less than three years of
service on the effective date will continue to vest at
the rate of 20% per year until they reach three years of
service at which time they will become 100% vested. Such
amounts also become fully vested upon the participant
attaining 65 years of age, termination of the
participant's employment due to a permanent plant
closing, retirement, disability or death, termination of
the Plan, or permanent discontinuance of the prescribed
Company contributions to the Plan. Such vested
contributions and earnings thereon are automatically
distributable upon attaining 65 years of age or death. If
termination of employment occurs for any reason other
than attaining 65 years of age or death, the
participant's account will become distributable at 65
years of age or death unless an election for immediate
distribution is filed within 60 days of termination with
the Plan administrator.
Participants may elect to withdraw all or any part of the
value of their contributions excluding contributions
designated as deferrals on a semi-annual basis.
Withdrawals of deferrals may only be made prior to
termination of employment upon proof of financial
hardship deemed adequate by the Plan administrator.
However, upon attainment of age 59-1/2 years,
participants may elect to withdraw deferrals and earnings
thereon. Participants who voluntarily terminate or are
terminated for cause will forfeit the nonvested portion
of the Company contributions and related earnings which
are applicable to the distribution. Forfeitures are
applied to reduce subsequent Company contributions to the
Plan. The market value forfeited by employees receiving
distributions from the Plan was approximately $27,000 in
1996 and $24,000 in 1995.
Participants may elect to receive their distributions
from the Company Stock Fund in the form of cash or
Company stock. Stock distributions totaled 16,563 shares
of stock valued at $629,000 in 1996 and 15,252 shares of
stock valued at $521,000 in 1995.
Participants' requests for cash withdrawals made prior to
December 31, 1996, and subsequently paid were as follows:
<TABLE>
<S> <C>
Company Stock Fund $ 90,718
Managed Equity Fund 12,475
Indexed Equity Fund 1,499
Fixed Income Fund 13,577
Balanced Fund -
International Fund 1,031
----------
$ 119,300
</TABLE>
==========
Participants' requests for distributions in the form of
Company stock made prior to December 31, 1996, and
subsequently distributed were 1,189 shares of stock valued at
$50,681.
<PAGE>
-20-
OWENS CORNING
SAVING AND SECURITY PLAN
EIN: 34-4323452 PN: 014
SCHEDULE I
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<TABLE>
<S> <C> <C> <C>
Identity of Issuer Description of Investment Current Cost Value
*Citibank, N.A. 6,099 shares of Liquid $ 6,099 $ 6,099
Reserve Fund Commingled
Employee Benefit Trust
*Owens Corning 847,984 shares of common $ 28,247,778 $36,145,318
stock
*Citibank, N.A. Investment in master trust $ 17,841,108 $21,989,818
collective funds ------------ -----------
$ 46,094,985 $58,141,235
============ ===========
</TABLE>
* Represents a party in interest
<PAGE>
-21-
OWENS CORNING
SAVING AND SECURITY PLAN
EIN: 34-4323452 PN: 014
SCHEDULE II
Item 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Current
Value at
Trans- Purchase Sales Cost of Transaction Net Gain/
Party Involved Description of Asset actions Price Price Asset Date (Loss)
*Citibank, N.A. Purchase of 9,933,190 78 $9,933,190 N/A $9,933,190 $ 9,933,190 $ -
shares of Liquid Reserve
Fund Commingled Employee
Benefit Trust
*Citibank, N.A. Sale of 10,550,116 46 N/A $10,550,116 $10,550,116 $ 10,550,116 $ -
Shares of Liquid Reserve
Fund Commingled Employee
Benefit Trust
*Owens Corning Purchase of 172,917 16 $6,949,816 N/A $6,949,816 $ 6,949,816 $ -
shares of Owens Corning
common stock.
*Owens Corning Sale of 11,345 shares 2 N/A $ 445,022 $ 369,173 $445,022 $75,849
of Owens Corning Common
Stock
</TABLE>
EXHIBIT 99
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report, dated May 15, 1997,
included in Owens Corning Savings and Security Plan's annual
report on Form 11-K for the year ended December 31, 1996,
into the Company's previously filed Registration Statement on
Form S-8 (File Nos. 33-31687 and 33-57886).
ARTHUR ANDERSEN LLP
Toledo, Ohio,
June 27, 1997.
