<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 PROFIT SHARING 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 PROFIT SHARING 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 Profit Sharing Plan:
We have audited the accompanying statements of net assets
available for benefits of the OWENS CORNING SAVINGS AND
PROFIT SHARING 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
Profit Sharing 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 PROFIT SHARING 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, 4 and 5):
Short-term investments $ 92,499 $ - $ - $ -
Owens Corning common stock, 4,778,219
shares at $42.625 per share
(cost $17,505,352) 203,671,585 - - -
Investment in master trust collective
funds - 65,666,620 17,532,463 34,128,808
Loans to participants - - - -
Accrued interest on loans to
participants (Note 3) - - - -
Due from Owens Corning
(Note 1) 3,883,509 631,454 218,525 410,550
Accrued interest income and other 299,863 - - -
------------ ------------ ------------ ------------
Total assets $207,947,456 $ 66,298,074 $17,750,988 $ 34,539,358
============ ============ ============ ============
LIABILITIES (Notes 1 and 6):
Accounts payable to brokers and others $ - $ - $ - $ -
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS
(Notes 1 and 6) 207,947,456 66,298,074 17,750,988 34,539,358
------------ ------------ ------------ ------------
Total liabilities and net assets
available for benefits $207,947,456 $ 66,298,074 $ 17,750,988 $ 34,539,358
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-2-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 6
Supplemental Information By Fund
-----------------------------------------------
Inter- Loans to
Balanced national partici-
Fund Fund pants Total
--------- --------- --------- --------
ASSETS:
Investments (Notes 1, 2, 3, 4 and 5):
Short-term investments $ - $ - $ - $ 92,499
OWENS CORNING common stock, 4,778,219
shares at $42.625 per share
(cost $17,505,352) - - - 203,671,585
Investment in master trust collective
funds 7,508,149 8,967,518 - 133,803,558
Loans to participants - - 7,860,536 7,860,536
Accrued interest on loans to
participants (Note 3) - - 50,277 50,277
Due from Owens Corning
(Note 1) 139,586 181,869 - 5,465,493
Accrued interest income and other - - - 299,863
------------ ------------ ------------ ------------
Total assets $7,647,735 $9,149,387 $7,910,813 $351,243,811
============ ============ ============ ============
LIABILITIES (Notes 1 and 6):
Accounts payable to brokers and others $ - $ - $ - $ -
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS
(Notes 1 and 6) 7,647,735 9,149,387 7,910,813 351,243,811
------------ ------------ ------------ ------------
Total liabilities and net assets
available for benefits $7,647,735 $9,149,387 $7,910,813 $351,243,811
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-3-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF 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
--------- --------- --------- ---------
ASSETS:
Investments (Notes 1, 2, 3, 4 and 5):
Short-term investments $ 61,477 $ - $ - $ -
Owens Corning common stock, 4,853,852
shares at $44.875 per share
(cost $18,919,524) 217,816,609 - - -
Investment in master trust
collective funds - 51,678,083 13,200,137 35,669,782
Loans to participants - - - -
Accrued interest on loans to
participants (Note 3) - - - -
Due from Owens Corning
(Note 1) 573,722 1,420 435 4,233
Accrued interest income and other 198,013 - - -
------------ ------------ ------------ ------------
Total assets $218,649,821 $ 51,679,503 $ 13,200,572 $35,674,015
============ ============ ============ ============
LIABILITIES (Notes 1 and 6):
Accounts payable to brokers and others $ 104,000 $ - $ - $ -
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS
(Notes 1 and 6) 218,545,821 51,679,503 13,200,572 35,674,015
------------ ------------ ------------ ------------
Total liabilities and net assets
available for benefits $218,649,821 $ 51,679,503 $ 13,200,572 $ 35,674,015
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-4-
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1996 AND 1995
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 5
Supplemental Information By Fund
------------------------------------------
Inter- Loans to
Balanced national partici-
Fund Fund pants Total
--------- --------- --------- ---------
ASSETS:
Investments (Notes 1, 2, 3, 4 and 5):
Short-term investments $ - $ - $ - $ 61,477
OWENS CORNING common stock, 4,853,852
shares at $44.875 per share
(cost $18,919,524) - - - 217,816,609
Investment in master trust collective
funds 4,727,818 4,818,712 - 110,094,532
Loans to participants - - 7,338,641 7,338,641
Accrued interest on loans to
participants (Note 3) - - 44,962 44,962
Due from Owens Corning
(Note 1) 152 721 - 580,683
Accrued interest income and other - - - 198,013
------------ ------------ ---------- -- ---------
Total assets $ 4,727,970 $ 4,819,433 $7,383,603 $336,134,917
============ =========== ========== ============
LIABILITIES (Notes 1 and 6):
Accounts payable to brokers and others$ - $ - $ - $ 104,000
------------ ----------- ---------- ------------
NET ASSETS AVAILABLE FOR BENEFITS
(Notes 1 and 6) 4,727,970 4,819,433 7,383,603 336,030,917
------------ ----------- ---------- ------------
Total liabilities and net assets
available for benefits $ 4,727,970 $ 4,819,433 $7,383,603 $336,134,917
============ =========== ========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-5-
OWENS CORNING
SAVINGS AND PROFIT SHARING 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, 4,
and 5):
Interest $ 615,360 $ - $ - $ -
Net interest in master trust
investment income - 11,781,469 3,156,355 1,940,944
Interest on loans to participants - - - -
Realized gain on disposition of
investments 2,232,989 - - -
Unrealized appreciation (depreciation)
of investment in Owens Corning
common stock (12,730,852) - - -
------------ ------------ ---------- ----------
(9,882,503) 11,781,469 3,156,355 1,940,944
------------ ------------ ---------- ----------
CONTRIBUTIONS (Notes 1 and 6):
Participants 7,082,324 5,156,622 1,582,305 2,285,184
Owens Corning 9,526,023 631,394 218,620 411,652
------------ ------------ ---------- ----------
16,608,347 5,788,016 1,800,925 2,696,836
------------ ------------ ---------- ----------
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-6-
OWENS CORNING
SAVINGS AND PROFIT SHARING 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> <C>
1 9 9 6
Supplemental Information By Fund
---------------------------------------------
Inter- Loans to
Balanced national Partici-
Fund Fund pants Total
--------- --------- --------- --------
INVESTMENT INCOME (Notes 2, 3, 4, and 5):
Interest $ - $ - $ - $ 615,360
Net interest in master trust
investment income 866,874 1,166,106 - 18,911,748
Interest on loans to participants - - 584,279 584,279
Realized gain on disposition of
investments - - - 2,232,989
Unrealized appreciation (depreciation)
of investment in Owens Corning
common stock - - - (12,730,852)
---------- ---------- --------- -----------
866,874 1,166,106 584,279 9,613,524
---------- ---------- --------- -----------
CONTRIBUTIONS (Notes 1 and 6):
Participants 1,071,325 1,440,702 - 18,618,462
Owens Corning 139,489 180,522 - 11,107,700
---------- ---------- --------- -----------
1,210,814 1,621,224 - 29,726,162
---------- ---------- --------- -----------
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-7-
OWENS CORNING
SAVINGS AND PROFIT SHARING 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> <C>
1 9 9 6
Supplemental Information By Fund
-----------------------------------------------------------
Company Managed Indexed Fixed
Stock Equity Equity Income
Fund Fund Fund Fund
------------ ------------ ------------------------
OTHER:
Distributions to participants
(Note 6) (14,649,217) (4,247,780) (1,421,540) (4,505,367)
Administrative expense (Note 1) (213,908) (46,720) (28,763) (30,138)
Election of redistribution among
funds (Note 1) (2,414,682) 1,030,788 822,378 (2,540,575)
Participants loan activity (Note 3) 189 2,107 125,427 (412,598)
Rollovers and other (46,591) 310,691 95,634 1,716,241
------------ ---------- ---------- ----------
(17,324,209) (2,950,914) (406,864) (5,772,437)
------------ ---------- ---------- ----------
Net increase (decrease) (10,598,365) 14,618,571 4,550,416 (1,134,657)
------------ ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 218,545,821 51,679,503 13,200,572 35,674,015
------------ ---------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $207,947,456 $66,298,074 $17,750,988 $34,539,358
============ =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-8-
OWENS CORNING
SAVINGS AND PROFIT SHARING 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> <C>
1 9 9 6
Supplemental Information By Fund
---------------------------------------------------
Inter- Loans to
Balanced national Partici-
Fund Fund pants Total
------------ --------- --------- ---------
OTHER:
Distributions to participants (Note 6) (646,288) (477,146) (206,835) (26,154,173)
Administrative expense (Note 1) (9,923) (10,279) - (339,731)
Election of redistribution among funds
(Note 1) 1,162,198 1,939,893 - -
Participants loan activity (Note 3) 67,145 67,964 149,766 -
Rollovers and other 268,945 22,192 - 2,367,112
--------- --------- -------- -----------
842,077 1,542,624 (57,069) (24,126,792)
--------- --------- -------- -----------
Net increase (decrease) 2,919,765 4,329,954 527,210 15,212,894
--------- --------- -------- -----------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 4,727,970 4,819,433 7,383,603 336,030,917
--------- --------- --------- -----------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $7,647,735 $9,149,387 $7,910,813 $351,243,811
========== ========== ========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-9-
OWENS CORNING
SAVINGS AND PROFIT SHARING 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, 4, and 5):
Interest $ 33,575 $ - $ - $ -
Net interest in master trust
investment income - 8,406,877 3,232,482 3,517,377
Interest on loans to participants - - - -
Realized gain on disposition of
investments 5,697,681 - - -
Unrealized appreciation (depreciation)
of investment in Owens Corning
common stock 59,462,361 - - -
------------ ------------ ------------ -----------
65,193,617 8,406,877 3,232,482 3,517,377
------------ ------------ ------------ -----------
CONTRIBUTIONS (Notes 1 and 6):
Participants 7,374,146 4,407,123 1,105,936 2,319,130
Owens Corning 7,900,648 - - -
------------ ------------ ------------ -----------
15,274,794 4,407,123 1,105,936 2,319,130
------------ ------------ ------------ -----------
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-10-
OWENS CORNING
SAVINGS AND PROFIT SHARING 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> <C>
1 9 9 5
Supplemental Information By Fund
---------------------------------------------
Inter- Loans to
Balanced national Partici-
Fund Fund pants Total
--------- --------- --------- ---------
INVESTMENT INCOME (Notes 2, 3, 4, and 5):
Interest $ - $ - $ - $ 33,575
Net interest in master trust
investment income 558,816 292,659 - 16,008,211
Interest on loans to participants - - 482,859 482,859
Realized gain on disposition of
investments - - - 5,697,681
Unrealized appreciation (depreciation)
of investment in Owens Corning
common stock - - - 59,462,361
---------- --------- --------- -----------
558,816 292,659 482,859 81,684,687
---------- --------- --------- -----------
CONTRIBUTIONS (Notes 1 and 6):
Participants 594,328 899,628 - 16,700,291
Owens Corning - - - 7,900,648
---------- --------- --------- -----------
594,328 899,628 - 24,600,939
---------- --------- --------- -----------
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-11-
OWENS CORNING
SAVINGS AND PROFIT SHARING 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> <C>
1 9 9 5
Supplemental Information By Fund
--------------------------------------------------
Company Managed Indexed Fixed
Stock Equity Equity Income
Fund Fund Fund Fund
----------- ---------- ---------- ----------
OTHER:
Distributions to participants (Note 6) (25,279,565) (4,826,481) (833,771) (5,343,361)
Administrative expense (Note 1) (201,627) (38,375) (19,792) (26,852)
Election of redistribution among funds
(Note 1) (9,120,567) 1,163,173 1,147,187 2,884,532
Participants loan activity (Note 3) 229,838 76,868 38,382 (100,303)
Rollovers and other 234,836 158,333 19,208 263,667
----------- ---------- --------- ----------
(34,137,085) (3,466,482) 351,214 (2,322,317)
----------- ---------- --------- ----------
Net increase (decrease) 46,331,326 9,347,518 4,689,632 3,514,190
----------- ---------- --------- ----------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 172,214,495 42,331,985 8,510,940 32,159,825
----------- ---------- --------- ----------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $218,545,821 $51,679,503 $13,200,572 $35,674,015
============ =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-12-
OWENS CORNING
SAVINGS AND PROFIT SHARING 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> <C>
1 9 9 5
Supplemental Information By Fund
---------------------------------------------------
Inter- Loans to
Balanced national Partici-
Fund Fund pants Total
------------ --------- --------- ---------
OTHER:
Distributions to participants (Note 6) (175,427) (197,636) (117,253) (36,773,494)
Administrative expense (Note 1) (7,251) (7,551) - (301,448)
Election of redistribution among funds
(Note 1) 2,156,188 1,769,487 - -
Participants loan activity (Note 3) 40,112 81,642 (366,539) -
Rollovers and other 152,458 8,527 - 837,029
----------- --------- --------- -----------
2,166,080 1,654,469 (483,792) (36,237,913)
----------- --------- --------- -----------
Net increase (decrease) 3,319,224 2,846,756 (933) 70,047,713
----------- --------- --------- -----------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 1,408,746 1,972,677 7,384,536 265,983,204
----------- --------- --------- -----------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $ 4,727,970 $ 4,819,433 $ 7,383,603 $336,030,917
=========== =========== =========== ============
The accompanying notes are an integral part of these statements.
<PAGE>
-13-
OWENS CORNING
SAVINGS AND PROFIT SHARING 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 Profit Sharing Plan (the Plan) principally
benefits salaried employees of Owens Corning and certain designated
subsidiaries (the Company). An eligible employee may elect to enroll in
the Plan as of the beginning of any calendar month after date of hire.
Administrative expenses of the Plan are charged to the Plan and include
professional fees, accounting and other administrative expenses.
The following descriptions of the Plan provide only general information.
Participants should refer to the Plan agreement for a more complete
description of the Plan provisions.
Plan Contributions
- ------------------
Participants may contribute up to 15% of their base pay to the Plan. All
or a portion of the participants' contributions may be designated at the
participants' option as deferred income which, pursuant to Section 401(k)
of the Internal Revenue Code, is not subject to Federal income tax until
such amounts are distributed to the participants. The Plan requires
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 of up to 4% of eligible pay
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 percentage from 50% to 35% of participants
contribution up to 10% of base salary. Beginning with the 1996 plan year
the Company may at its discretion, make an Annual Profit Sharing
Contribution to the plan. 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 $5 million, 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 date of contribution. Contributions
are remitted to the Trustee on or before the last day of the month
following employee contributions. The Company satisfied a portion of its
plan liability through contributions of common stock of the Company.
These contributions totaled 21,971 shares valued at $945,000 in 1996 and
21,125 shares valued at $822,000 in 1995.
<PAGE>
-14-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING
POLICIES
(Continued)
Plan Investment Options
- -----------------------
Each participant elects to have his contribution invested in increments
among the investment funds made available under the Plan. 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.
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 are invested as
participants direct among the Plan's investment funds.
<PAGE>
-15-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING
POLICIES
(Continued)
Participants may change their investment options and contribution rate on
a monthly basis 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>
<TABLE>
<S> <C> <C> <C> <C> <C>
Company Managed Indexed Fixed Inter-
Stock Equity Equity Income Balanced national
Fund Fund Fund Fund Fund Fund
- ---------------- -------- -------- -------- --------
3,354 1,961 1,106 1,448 635 832
</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>
-16-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(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 Plan, receive their
contributions to the Plan as well as Company contributions to the Plan on
their behalf and the earnings on those contributions.
(2) INVESTMENTS
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 statement
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>
-17-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(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 .8649
Acorn Fund, Inc. 54,222,893 75,738,126 .8649
Accrued interest and
dividends 742 .8652
-----------
$75,922,893
-----------
Indexed Equity Fund:
- --------------------
Liquid Reserve Fund
Commingled Employee
Benefit Trust $ 65,026 $ 65,026 $65,026 .8578
Wells Fargo Bank, N.A.
Index Equity Fund 13,310,265 20,373,963 .8578
Accrued interest and
dividends 242 .8566
-----------
$20,439,231
-----------
Fixed Income Fund:
- ------------------
Liquid Reserve Fund
Commingled Employee
Benefit Trust $ 992,195$ 992,195 $ 992,195 .8286
Pacific Investment
Management Company
Low Duration Fund 39,767,114 40,194,977 .8286
Accrued interest and
dividends 453 .8278
-----------
$41,187,625
-----------
</TABLE>
<PAGE>
-18-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
<TABLE>
<S> <C> <C> <C> <C>
NOTES TO FINANCIAL STATEMENTS
(Continued)
Shares/ Current or
Contract Contract Plan
Value Cost Value Interest
-------- -------- ---------- --------
Balanced Fund
- -------------
Liquid Reserve Fund
Commingled Employee
Benefit Trust $ 42,120 $ 42,120 $42,120 .9110
Dodge & Cox Balanced
Fund 7,225,661 8,199,708 .9110
Accrued interest and
dividends 144 .9097
-----------
$ 8,241,972
-----------
International Fund
- ------------------
Liquid Reserve Fund
Commingled Employee
Benefit Trust $ 53,879 $ 53,879 $ 53,879 .8966
Templeton Foreign Fund 9,189,728 9,947,581 .8966
Accrued interest and
dividends 195 .8969
-----------
$10,001,655
-----------
Net assets in Master
Trust $155,793,376
</TABLE> ============
<PAGE>
-19-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
(2) INVESTMENTS (Continued)
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
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 .8734 .8631 .8323 .9199 .9013
=========== =========== =========== =========== ==========
</TABLE>
<PAGE>
-20-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
<TABLE>
<S> <C> <C> <C> <C> <C> <C>
(2) INVESTMENTS (Continued)
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
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 .8826 .8694 .8621 .9299 .8896
=========== =========== =========== =========== ==========
</TABLE>
<PAGE>
-21-
OWENS CORNING
SAVINGS AND PROFIT SHARING 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 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) LOANS
Loans may be made from the Plan to active participants. The total amount a
participant may borrow is 50% of the participant's total vested account
limited to the total of the participant's contributions designated as
deferrals and related earnings. The minimum amount available for a loan is
$1,000. The maximum amount available for a loan is the lessor of $50,000 or
50% of a participants vested accounts. The loan limit is reduced for the
highest loan balance outstanding in the prior 12 months.
Loans advanced are repaid through regular payroll deductions with interest
equal to the prime rate in effect at the time of the advance. Loans
advanced between November 1, 1989 and December 31, 1990, are repaid with
interest equal to the 5-year U.S. Treasury note rate in effect at the time
of the advance plus 2%. The monthly loan payment cannot exceed 30% of the
borrower's base pay.
A loan can be requested for any reason. A borrower has from one to five
years to repay the loan. Repayments of principal and interest are invested
in one of the six investment funds in accordance with the borrower's
election.
(4) REALIZED GAINS/LOSSES
Gains or losses are realized when investments are sold. Cost of
investments sold is determined on an average cost basis.
Gains realized in the Company Stock Fund are summarized below:
<TABLE>
<S> <C> <C>
1 9 9 6 1 9 9 5
------------- -------------
Proceeds $15,311,319 $23,427,367
Cost 13,078,330 17,729,686
------------ ------------
$2,232,989 $5,697,681
============ ============
</TABLE>
<PAGE>
-22-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(5) 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 fund
<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 (depreciation)
at January 1, 1995 139,434,724 11,175,629 (94,192) (928,005) (23,694) (173,051)
Change in unrealized
appreciation (depre-
ciation) during 1995 59,462,361 4,356,335 3,704,936 1,649,809 398,945 31,093
----------- ---------- --------- --------- ------- --------
Unrealized appreciation
(depreciation) at
December 31, 1995 $198,897,085 $15,531,964 $3,610,744 $ 721,804 $375,251 $(141,958)
Change in unrealized
appreciation (depre-
ciation) during 1996 (12,730,852) 5,983,269 3,452,952 (293,940) 598,795 899,812
------------ ---------- ---------- ---------- ------- ---------
Unrealized appreci-
ation (depreciation)
at December 31, 1996 186,166,233 21,515,233 7,063,696 427,864 974,046 757,854
=========== ========== ========= ======= ======= =========
</TABLE>
<PAGE>
-23-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(6) VESTING, FORFEITURES AND DISTRIBUTIONS
Effective January 1, 1996 the plan was amended to provide a new vesting
schedule whereby participants become 100% vested in Company contributions
and earnings thereon after three years of completed service, however,
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 and immediately distributable upon the participant
attaining 65 years of age, termination of the participant's employment due
to retirement, disability or death, or involuntary termination of the
participant's employment (other than for cause), termination of the Plan,
or permanent discontinuance of the prescribed Company contributions to the
Plan.
Participants may at any time withdraw all or any part of the value of their
contributions excluding contributions designated as deferrals; however,
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 withdrawal. Forfeitures are applied
to reduce subsequent Company contributions to the Plan. The market value
forfeited by employees withdrawing from the Plan was $60,000 in 1996 and
$37,000 in 1995. Prior to January 1, 1989, participants were not permitted
to withdraw any part of the value of their contributions designated as
deferrals or earnings thereon except in the event of termination of
employment with the Company or upon proof of financial hardship deemed
adequate by the plan administrator. Beginning January 1, 1989, earnings on
deferred contributions made subsequent to December 31, 1988, may no longer
be withdrawn due to hardship, but, participants may withdraw deferred
contributions and earnings thereon upon attainment of age 59 1/2 years.
Beginning January 1, 1990, Company contributions and earnings thereon
cannot be withdrawn by participants, even if vested, unless terminated,
retired or deceased.
Participants may elect to receive their distribution from the Company Stock
Fund in the form of cash or Company stock. Stock distributions totaled
228,503 shares of stock valued at $9,556,000 in 1996 and 617,254 shares of
stock valued at $24,150,000 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 $1,324,634
Managed Equity Fund 579,077
Indexed Equity Fund 216,266
Fixed Income Fund 275,294
Balanced Fund 34,670
International Fund 276,078
----------
$2,706,019
==========
</TABLE>
Participants' requests for distributions in the form of Company stock made
prior to December 31, 1996, and subsequently distributed were 17,190 shares
of stock valued at $732,724.
<PAGE>
-24-
OWENS CORNING
SAVING AND PROFIT SHARING PLAN
SCHEDULE I
EIN: 34-4323452 PLAN: 004
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1996
<TABLE>
<S> <C> <C> <C>
Current
Identity of Issuer Description of Investment Cost Value
------------------ ------------------------- ------------- ------------
*Citibank, N.A. 92,499 shares of Liquid $ 92,499 $ 92,499
Reserve Fund Commingled
Employee Benefit Trust
*Owens Corning 4,778,219 shares of $ 17,505,352 $203,671,585
common stock
* Participant loans $ 7,860,536 $ 7,860,536
*Citibank, N.A. Investment in master
trust collective funds $ 107,211,798 $133,803,558
$ 132,670,185 $345,428,178
</TABLE>
* Represents a party in interest
<PAGE>
-25-
OWENS CORNING
SAVING AND PROFIT SHARING PLAN
SCHEDULE II
EIN: 34-4323452 Plan: 004
Item 27D - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1996
<TABLE>
<S> <C> <C> <C>
Party Involved Description of Asset Transactions Price
- -------------- ----------------------- ------------ -----------
Citibank, N.A. Purchase of 12,898,339 62 $12,898,339
shares of Liquid Reserve
Fund Commingled Employee
Benefit Trust
Citibank, N.A. Sale of 12,867,317 48 $ N/A
Shares of Liquid Reserve
Fund Commingled Employee
Benefit Trust
Owens Corning Purchase of 188,727 14 $ 7,502,907
shares of Owens Corning
Common Stock
Owens Corning Sale of 57,693 shares 9 $ N/A
of Owens Corning
Common Stock
</TABLE>
<TABLE>
<S> <C> <C> <C>
Current Value at
Sales Price Cost of Asset Transaction Date Net Gain/(Loss)
- ----------- ------------- ---------------- ---------------
$ N/A $ 12,898,339 $ 12,898,339 $ -
$12,867,317 $ 12,867,317 $ 12,867,317 $ -
$ N/A $ 7,502,907 $ 7,502,907 $ -
$ 2,444,002 $ 211,013 $ 2,444,002 $ 2,232,989
</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 Profit Sharing 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.
