<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, 1997
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, 1997 and 1996
3. Statements of Changes in Net Assets Available for
Benefits - for the years ended December 31, 1997 and 1996
4. Notes to Financial Statements
5. Supplemental Schedules:
Schedule I - Item 27a - Schedule of Assets Held for Investment
Purposes as of December 31, 1997
Schedule II - Item 27d - Schedule of Reportable Transactions for
the Year Ended December 31, 1997
(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 29, 1998
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator
of the 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, 1997 and 1996, 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's management. 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's management, 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, 1997 and 1996, and the
changes in 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, 1997, and reportable transactions
for the year ended December 31, 1997, are presented for the
purpose of additional analysis and are not a required part of
the basic financial statements but are supplementary
information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee
Retirement Income Security Act of 1974. 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 1, 1998
<PAGE>
-1-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
--------------------------------------------------------
Company Managed Inter-
Stock Equity Balanced national
Fund Fund Fund Fund
------------ ------------ ------------- ------------
ASSETS:
Investments (Notes 1 and 2):
Investment in master trust
collective funds $143,023,714 $ - $ - $ -
Investment in mutual funds - 81,867,979 14,864,379 11,813,570
Loans to participants - - - -
Due from Owens Corning
(Note 1) 1,215,639 227,384 55,253 62,931
------------ ------------ ------------ -----------
NET ASSETS AVAILABLE
FOR BENEFITS $144,239,353 $82,095,363 $14,919,632 $ 11,876,501
============ ============ ============= ============
</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, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
--------------------------------------------------------------------------
Spartan US Retirement Growth and Blue Chip
Equity Index Money Mkt Puritan Income Growth
Fund Portfolio Fund Portfolio Fund
------------- ------------ ------------ ------------- -----------
ASSETS:
Investments (Notes 1 and 2):
Investment in master trust
collective funds $ - $ - $ - $ - $ -
Investment in mutual funds 30,753,362 33,691,399 1,713,873 8,038,071 4,948,788
Loans to participants - - - - -
Due from Owens Corning
(Note 1) 106,209 152,560 14,033 55,149 39,768
------------- ----------- ---------- ----------- ------------
NET ASSETS AVAIABLE
FOR BENEFITS $ 30,859,571 $ 33,843,959 $1,727,906 $8,093,220 $ 4,988,556
============= ============ ========== =========== ============
</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, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
--------------------------------------------------------
Emerging Diversified Investment Loans to
Growth International Grade partici-
Fund Fund Bond Fund pants Total
------------ ------------ ------------------------ ------------
ASSETS:
Investments (Notes 1 and 2):
Investment in master trust
collective funds $ - $ - $ - $ - $ 143,023,714
Investment in mutual funds 1,697,541 1,235,511 2,967,483 - 193,591,956
Loans to participants - - - 8,642,610 8,642,610
Due from Owens Corning
(Note 1) 13,923 9,089 7,165 - 1,959,103
----------- ------------ ----------- ---------- --------------
NET ASSETS AVAILABLE
FOR BENEFITS $1,711,464 $ 1,244,600 $ 2,974,648 $8,642,610 $ 347,217,383
============ =========== ============ ========== ==============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-4-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 6
Supplemental Information By Fund
---------------------------------------------------
Company Managed Inter-
Stock Equity Balanced national
Fund Fund Fund Fund
--------- --------- --------- ---------
ASSETS:
Investments (Notes 1 and
2):
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 7,508,149 8,967,518
Loans to participants - - - -
Due from Owens Corning
(Note 1) 3,883,509 631,454 139,586 181,869
Accrued interest income
and other 299,863 - - -
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE
FOR BENEFITS $207,947,456 $66,298,074 $7,647,735 $9,149,387
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-5-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 6
Supplemental Information By Fund
-------------------------------------------
Indexed Fixed Loans to
Equity Income partici-
Fund Fund pants Total
--------- ----------- --------- ---------------
ASSETS:
Investments (Notes 1 and 2):
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 17,532,463 34,128,808 - 133,803,558
Loans to participants - - 7,860,536 7,860,536
Due from Owens Corning
(Note 1) 218,525 410,550 - 5,465,493
Accrued interest income and other - - 50,277 350,140
---------- ----------- ----------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $17,750,988 $34,539,358 $ 7,910,813 $351,243,811
=========== =========== =========== ============
</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, 1997 AND 1996
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
--------------------------------------------------------------
Company Managed Inter-
Stock Equity Balanced national
Fund Fund Fund Fund
------------ ------------ ------------- -------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 291,296 $ 7,757,324 $ 971,372 $1,290,363
Net interest in master trust
investment income (loss) 141,596,227 (18,414,648) (757,574) (666,117)
Interest on loans to participants 167,230 116,319 26,521 29,786
Realized gain on disposition of
investments 8,711,037 4,290,294 540,588 452,076
Unrealized appreciation (depreciation)
of investments (186,166,231) 22,863,284 1,638,804 (79,725)
------------ ------------ ----------- --------------
(35,400,441) 16,612,573 2,419,711 1,026,383
------------ ------------ ----------- --------------
CONTRIBUTIONS (Note 1):
Participants 5,346,286 5,793,313 1,498,763 1,840,532
Owens Corning 7,104,679 231,944 57,303 64,049
------------ ------------ ----------- --------------
12,450,965 6,025,257 1,556,066 1,904,581
------------ ------------ ----------- --------------
</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, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
--------------------------------------------------------------
Indexed Fixed Spartan US Retirement
Equity Income Equity Index Money Mkt
Fund Fund Fund Portfolio
------------ ------------ ------------- -------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ - $ - $ 550,486 $ 1,450,011
Net interest in master trust
investment income (loss) 917,720 350,279 - -
Interest on loans to participants - - 49,747 87,514
Realized gain on disposition of
investments - - 654,718 -
Unrealized appreciation (depreciation) of
investments - - 5,542,464 3,695
------------ ------------ -------------- -------------
917,720 350,279 6,797,415 1,541,220
------------ ------------ -------------- -------------
CONTRIBUTIONS (Note 1):
Participants 681,792 858,289 1,692,212 1,716,804
Owens Corning 3,184 11,076 106,209 152,560
------------ ------------ -------------- -----------
684,976 869,365 1,798,421 1,869,364
------------ ------------ -------------- -----------
</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, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
-------------------------------------------------------
Growth and Blue Chip Emerging
Puritan Income Growth Growth
Fund Portfolio Fund Fund
------------ ------------ ------------- -------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 105,332 $ 284,128 $ 201,670 $ 334,036
Net interest in master trust
investment income (loss) - - - -
Interest on loans to participants 2,535 15,733 13,630 4,140
Realized gain on disposition of
investments 2,116 53,828 27,279 9,747
Unrealized appreciation (depreciation) of
investments (2,619) 329,816 94,051 (298,447)
------------ ------------ --------------- -----------
107,364 683,505 336,630 49,476
------------ ------------ --------------- -----------
CONTRIBUTIONS (Note 1):
Participants 160,603 615,513 486,780 194,361
Owens Corning 14,033 55,149 39,768 13,923
------------ ------------ -------------- -----------
174,636 670,662 526,548 208,284
------------ ------------ -------------- -----------
</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, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
-----------------------------------------
Diversified Investment Loans to
International Grade partici-
Fund Bond Fund pants Total
------------ ------------ ------------- -------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 41,720 $ 63,677 $ - $13,341,415
Net interest in master trust
investment income (loss) - - - 123,025,887
Interest on loans to participants 1,824 865 - 515,844
Realized gain on disposition of
investments 4,676 2,593 - 14,748,952
Unrealized appreciation (depreciation) of
investments (53,572) 46,323 - (156,082,157)
------------ ------------ --------------- -----------
(5,352) 113,458 - (4,450,059)
------------ ------------ --------------- -----------
CONTRIBUTIONS (Note 1):
Participants 153,637 69,210 - 21,108,095
Owens Corning 9,089 7,165 - 7,870,131
------------ ------------ -------------- -----------
162,726 76,375 - 28,978,226
------------ ------------ -------------- -------------
</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, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 6
Supplemental Information By Fund
----------------------------------------------------
Company Managed Inter-
Stock Equity Balanced national
Fund Fund Fund Fund
------------- ---------- ------------- -----------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 615,360 $ - $ - $ -
Net interest in master trust
investment income - 11,781,469 866,874 1,166,106
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) 11,781,469 866,874 1,166,106
------------ ------------ ------------ ------------
CONTRIBUTIONS (Note 1):
Participants 7,082,324 5,156,622 1,071,325 1,440,702
Owens Corning 9,526,023 631,394 139,489 180,522
------------ ------------ ------------ ------------
16,608,347 5,788,016 1,210,814 1,621,224
------------ ------------ ------------ ------------
</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, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 6
Supplemental Information By Fund
-----------------------------------------
Indexed Fixed Loans to
Equity Income Partici-
Fund Fund pants Total
--------- --------- --------- ---------
INVESTMENT INCOME (Note 2):
Interest and dividends $ - $ - $ - $ 615,360
Net interest in master trust
investment income 3,156,355 1,940,944 - 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)
---------- ------------ ------------ ------------
3,156,355 1,940,944 584,279 9,613,524
---------- ------------ ------------ ------------
CONTRIBUTIONS (Note 1):
Participants 1,582,305 2,285,184 - 18,618,462
Owens Corning 218,620 411,652 - 11,107,700
----------- ------------ ------------ ------------
1,800,925 2,696,836 - 29,726,162
----------- ------------ ------------ ------------
</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, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
------------------------------------------------------------
Company Managed Inter-
Stock Equity Balanced National
Fund Fund Fund Fund
------------- ------------ ------------ ------------
OTHER:
Distributions to participants (Note 4) $(21,033,778) $ (8,144,083) $(1,504,734) $(2,025,417)
Administrative expense (Note 1) (135,649) (43,338) (6,701) (5,299)
Election of redistribution among funds
(Note 1) (18,769,723) (797,702) 3,844,461 1,286,645
Participants loan activity (Note 3) (98,106) (109,553) (42,934) 46,040
Rollovers and other (721,371) 2,254,135 1,006,028 494,181
------------- ------------ ------------ ------------
(40,758,627) (6,840,541) 3,296,120 (203,850)
------------- ------------ ------------ ------------
Net increase (decrease) (63,708,103) 15,797,289 7,271,897 2,727,114
------------- ------------ ------------ -----------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 207,947,456 66,298,074 7,647,735 9,149,387
------------- ------------ ------------ ----------
- --
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $144,239,353 $82,095,363 $14,919,632 $11,876,501
============ ============ ============ ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-13-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
------------------------------------------------------------
Indexed Fixed Spartan US Retirement
Equity Income Equity Index Money Mkt
Fund Fund Fund Portfolio
------------- ------------ ------------ ------------
OTHER:
Distributions to participants (Note 4) $ (551,026) $(1,775,663) $(1,638,953) $(2,832,994)
Administrative expense (Note 1) (11,760) (8,169) (960) (6,390)
Election of redistribution among funds
(Note 1) (20,725,248) (39,810,069) 24,496,625 32,732,196
Participants loan activity (Note 3) (57,693) (141,698) (81,101) (167,776)
Rollovers and other 1,992,043 5,976,597 (511,876) 708,339
------------- ------------ ------------ ------------
(19,353,684) (35,759,002) 22,263,735 30,433,375
------------- ------------ ------------ ------------
Net increase (decrease) (17,750,988) (34,539,358) 30,859,571 33,843,959
------------- ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 17,750,988 34,539,358 - -
------------- ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $ - $ - $ 30,859,571 $ 33,843,959
============ ============ ============ =============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-14-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
(Continued)
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
------------------------------------------------------------
Growth and Blue Chip Emerging
Puritan Income Growth Growth
Fund Portfolio Fund Fund
------------- ------------ ------------ ------------
OTHER:
Distributions to participants (Note 4) $ (13,785) $(144,333) $ (69,913) $ (9,101)
Administrative expense (Note 1) (249) (994) (297) (1,411)
Election of redistribution among funds
(Note 1) 1,453,450 6,859,479 4,032,106 1,467,527
Participants loan activity (Note 3) 6,490 (11,767) 18,440 (8,755)
Rollovers and other - 36,668 145,042 5,444
------------- ------------ ------------ -------------
1,445,906 6,739,053 4,125,378 1,453,704
------------- ------------ ------------ -------------
Net increase (decrease) 1,727,906 8,093,220 4,988,556 1,711,464
------------- ------------ ------------ -------------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year - - - -
------------- ------------ ------------ -------------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $ 1,727,906 $8,093,220 $4,988,556 $1,711,464
============ ============ ============ =============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-15-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
(Continued)
<PAGE>
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
--------------------------------------------
Diversified Investment Loans to
International Grade Partici-
Fund Bond Fund pants Total
--------------- ------------ ------------ ------------
OTHER:
Distributions to participants (Note 4) $ (8,220) $ (63,883) $(394,859) $(40,210,742)
Administrative expense (Note 1) (76) (102) - (221,395)
Election of redistribution among funds
(Note 1) 1,088,629 2,841,624 - -
Participants loan activity (Note 3) 6,893 7,176 634,344 -
Rollovers and other - - 492,312 11,877,542
---------- ------------ --------- ------------
1,087,226 2,784,815 731,797 (28,554,595)
------------ ------------ ------------ ------------
Net increase (decrease) 1,244,600 2,974,648 731,797 (4,026,428)
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year - - 7,910,813 351,243,811
------------- ------------ ------------ -------------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $1,244,600 $2,974,648 $8,642,610 $347,217,383
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-16-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 6
Supplemental Information By Fund
-----------------------------------------------------------
Company Managed Inter-
Stock Equity Balanced national
Fund Fund Fund Fund
------------ ------------ --------------------------
OTHER:
Distributions to participants (Note 4) $(14,649,217) $(4,247,780) $(646,288) $ (477,146)
Administrative expense (Note 1) (213,908) (46,720) (9,923) (10,279)
Election of redistribution among funds
(Note 1) (2,414,682) 1,030,788 1,162,198 1,939,893
Participants loan activity (Note 3) 189 2,107 67,145 67,964
Rollovers and other (46,591) 310,691 268,945 22,192
------------ ------------ ------------ -------------
(17,324,209) (2,950,914) 842,077 1,542,624
------------ ------------ ------------ -------------
Net increase (decrease) (10,598,365) 14,618,571 2,919,765 4,329,954
------------ ------------ ------------ --------------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 218,545,821 51,679,503 4,727,970 4,819,433
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $207,947,456 $66,298,074 $7,647,735 $9,149,387
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-17-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 31, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 6
Supplemental Information By Fund
--------------------------------------------------
Indexed Fixed Loans to
Equity Income Partici-
Fund Fund pants Total
------------ --------- --------- ---------
OTHER:
Distributions to participants (Note 4) $(1,421,540) $(4,505,367) $(206,835) $ (26,154,173)
Administrative expense (Note 1) (28,763) (30,138) - (339,731)
Election of redistribution among funds
(Note 1) 822,378 (2,540,575) - -
Participants loan activity (Note 3) 125,427 (412,598) 149,766 -
Rollovers and other 95,634 1,716,241 - 2,367,112
------------ ------------ ------------ ------------
(406,864) (5,772,437) (57,069) (24,126,792)
------------ ------------ ------------ ------------
Net increase (decrease) 4,550,416 (1,134,657) 527,210 15,212,894
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 13,200,572 35,674,015 7,383,603 336,030,917
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $17,750,988 $34,539,358 $7,910,813 $351,243,811
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-18-
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 at any time.
Effective April 1, 1997, the Company changed the Plan's trustee from
Citibank, N.A., New York (the Prior Trustee) to Fidelity Management
Trust Company (the Trustee). The change resulted in the liquidation
of two investment options and the addition of eight investment
options.
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 as soon as deducted from the
participant's paycheck.
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.
The Company matches 35% of participants' contributions up to 10% of
base salary. 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 profit sharing
contribution for approximately $2 million and $5 million in 1997 and
1996, respectively, 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 certain contributions can be made in the form of an
equivalent number of shares of common stock of the Company. No
Company contributions in the form of shares of common stock were made
in 1997. The Company contributed 21,971 shares valued at $945,000 in
1996.
<PAGE>
-19-
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 twelve investment funds are available to
participants:
Company Stock Fund
------------------
Consists primarily of investments in Owens Corning common stock.
Managed Equity Fund
-------------------
Presently invested in shares of the Acorn Fund, 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.
Balanced Fund
-------------
Presently invested in the Dodge & Cox Balanced Fund, which invests
in both debt and equity securities.
International Fund
------------------
Presently invested in the Templeton Foreign Fund I, which invests in
stocks and debt securities of companies and governments outside the
United States.
Spartan US Equity Index Fund
----------------------------
Primarily invested in the companies whose securities make up or are
based upon the value of the Standard & Poor's 500 Index.
Retirement Money Market Portfolio
---------------------------------
Primarily invests in high-quality short-term U.S. dollar denominated
money market securities of domestic and foreign issuers.
Investments include short-term corporate obligations, U.S.
government obligations and certificates of deposit.
Puritan Fund
------------
Primarily invests in high-yielding U.S. and foreign securities,
common and preferred stocks and bonds of any quality or maturity.
Growth and Income Portfolio
---------------------------
Primarily invests in U.S. and foreign stocks.
Blue Chip Growth Fund
---------------------
Primarily invests in common stocks of well-known and established
companies and companies with strong earnings and future growth
potential.
<PAGE>
-20-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING
POLICIES
(Continued)
Diversified International Fund
------------------------------
Primarily invests in stocks of companies located outside the U.S.
that are included in the Morgan Stanley EAFE index.
Investment Grade Bond Fund
--------------------------
Invests in a broad variety of fixed-income obligations that are
primarily rated with medium to high quality an are of any maturity.
Emerging Growth Fund
--------------------
Primarily invests in stocks of small and medium-sized companies in
the developing stages of their life cycle that have the potential
for accelerated earnings or revenue growth.
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 Savings
Contribution are invested as participants direct among the Plan's
investment funds.
Participants may change their investment options and contribution
rate on a daily basis and redistribute their account balances daily.
Participants may discontinue their contributions to the Plan at any
time.
The number of employees with a portion of their account invested in
each fund at December 31, 1997, was as follows:
<TABLE>
<S> <C> <C> <C> <C>
Company Managed Spartan US
Stock Equity Balanced International Equity Index
Fund Fund Fund Fund Fund
- ----------- ------------ ----------- -------------- -------------
3,961 2,329 996 1,164 1,547
Retirement Growth and Blue Chip Emerging
Money Market Puritan Income Growth Growth
Portfolio Fund Portfolio Fund Fund
- --------- -------------- ------------ ------------- -------------
1,813 143 545 449 209
Diversified Investment
International Grade Bond
Fund Fund
- ------------ -------------
195 99
</TABLE>
Basis of Accounting
- -------------------
The accompanying financial statements have been prepared on the
accrual basis. Investments are reported at quoted market value.
<PAGE>
-21-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING POLICIES
(Continued)
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. The
Plan's management believes that the Plan meets the IRS requirements
as to both design and operation and therefore continues to be tax
exempt. 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.
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
Through March 31, 1997, the investments of the Plan were held in the
Owens Corning Savings Plan Master Trust (Savings Trust) maintained by
the prior Trustee for the Plan and another savings plan of the
Company. Investments in the Company Stock Fund were separately
identified to the Plan. Investments in the Managed Equity Fund,
Indexed Equity Fund, Fixed Income Fund, Balanced Fund, and
International Fund were commingled for investment purposes.
Beginning April 1, 1997, investments in the Company Stock Fund are
held in the Owens Corning Stock Fund Master Trust (Stock Trust)
maintained by the Trustee for the Plan and another savings plan of
the Company. Plan interest for the nine months ended December 31,
1997, can be found in a table at the end of this note. Investments
in the Managed Equity Fund, Balanced Fund and International Fund are
now separately identified to the Plan. Plan interest for the first
three months for these funds can be found in the table at the end of
this note. The Indexed Equity Fund and the Fixed Income Fund were
both liquidated on March 31, 1997 and replaced by the Spartan US
Equity Index Fund and the Retirement Money Market Fund, respectively.
Six additional investments were also added effective April 1, 1997,
the Puritan Fund, the Growth and Income Portfolio, the Blue Chip
Growth Fund, the Emerging Growth Fund, and the Diversified
International Fund and the Investment Grade Bond Fund.
<PAGE>
-22-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) INVESTMENTS (Continued)
The Plan has a proportionate claim on the net assets of the Company
Stock Fund as of December 31, 1997 and receives a proportionate share
of the investment income of said fund. Following is a summary of the
Stock Trust financial statement for the Company Stock Fund as of the
nine months ended December 31, 1997, the Plan's interest in net
assets and investment income as of and for the nine months ended
December 31, 1997 and a summary of the Savings Trust and the Plan's
interest in investment income for the three months ended March 31,
1997:
<TABLE>
<S> <C> <C> <C> <C>
Units/ Current or
Contract Contract Plan
Value Cost Value Interest
-------- --------- ------------- ------------------
ASSETS:
Investments:
Owens Corning
Common Stock 5,100,435 $ 47,228,528 $174,052,344 .813
Money Market $2,362,593 2,362,593 2,362,593 .813
Interest and Dividend
Receivable 391,944 .813
-------------
Total Assets $176,806,881
-------------
LIABILITIES:
Payables: 921,296 .813
EQUITY: $175,885,585
==============
</TABLE>
<PAGE>
-23-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(2) INVESTMENTS (Continued)
<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
----------- ----------- ------------ --------- ------------ --------------
INVESTMENT INCOME:
Interest $(237,639) $ 5,578 $ 19,415 $ 16,488 $ 1,745 $ 1,726
Dividends 707,660 - - 963,376 148,057 -
Realized gain
(loss) on
disposition of
investments 14,606,895 204,695 8,102,859 (138,712) - 13,494
Unrealized
appreciation
(depreciation)
ofinvestments 127,682,267 (21,515,233) (7,063,698) (427,864) (974,047) (757,853)
------------ ------------- ------------ ---------- ---------- ---------------
$ 142,759,183 $(21,304,960) $ 1,058,576 $ 413,288 $(824,245) $ (742,633)
============ ============= ============ ========== ========== ===============
Plan Interest .992 .864 .867 .848 .919 .897
<PAGE>
-24-
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. Unrealized
appreciation (depreciation) of investments 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 the disposition 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 lesser of $50,000
or 50% of a participant's 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 interests
equal to the prime rate in effect at the time of the advance. The monthly
loan payment cannot exceed 30% of the borrower's base pay and the interest
is paid to the participant's account.
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 twelve investment funds in accordance with the borrower's
election. In 1996, principal and interest on loans were reflected in the
Loans to Participant account. Beginning in 1997, interest payments are
reflected as income to the appropriate Fund in accordance with the
participants' current investment election.
(4) VESTING, FORFEITURES AND DISTRIBUTIONS
Effective January 1, 1996, the Plan was amended to provide a new vesting
schedule whereby participants became 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 upon the participant attaining 65 years of age with
five years of service, termination of the participant's employment due to
retirement, disability or death, involuntary termination of the
participant's employment (other than for cause), termination of the Plan,
or permanent discontinuance of the prescribed Company contributions to the
Plan. Such vested contributions and earnings thereon are automatically
distributable after termination and upon attaining 65 years of age or
death, whichever is earlier. If termination of employment occurs for any
reason other than attaining 65 years of age or death, the participant's
account will become distributable at 65 years of age or death unless an
election for immediate distribution is filed within 90 day of termination
with the Plan administrator.
Participants may at any time withdraw all or any part of the value of their
contributions excluding contributions designated as deferrals; 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 $85,000 in 1997 and
$60,000 in 1996. 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, 65 years of age or deceased.
<PAGE>
-25-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(Continued)
(4) VESTING, FORFEITURES AND DISTRIBUTIONS (Continued)
Participants may elect to receive their distribution from the Company Stock
Fund in the form of cash or Company stock. Stock distributions for the
first three months of 1997 from the Company Stock Fund totaled 175,550
shares of stock valued at $7,602,000. Stock distributions for the nine
months ended December 31, 1997 from the Stock Trust for both Plans totaled
119,160 shares of stock valued at $4,674,000. Stock distributions totaled
228,503 shares of stock valued at $9,556,000 in 1996.
<PAGE>
-26- SCHEDULE I
OWENS CORNIONG
SAVINGS AND PROFIT SHARING PLAN
EIN: 34-4323452 PLAN: 004
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
</TABLE>
<TABLE>
<S> <C> <C> <C>
Current
Identity of Issuer Description of Investment Cost Value
*Fidelity Management Trust Company Acorn Fund $ 58,993,183 $81,867,979
*Fidelity Management Trust Company Dodge & CoxBalanced Fund 13,236,685 14,864,379
*Fidelity Management Trust Company Templeton Foreign Fund I 11,893,658 11,813,570
*Fidelity Management Trust Company Fidelity Puritan Fund 1,716,492 1,713,873
*Fidelity Management Trust Company Fidelity Investment Grade Bond Fund 2,921,160 2,967,483
*Fidelity Management Trust Company Fidelity Growth and Income Portfolio 7,708,255 8,038,071
*Fidelity Management Trust Company Fidelity Blue Chip Growth Fund 4,854,737 4,948,788
*Fidelity Management Trust Company Fidelity Emerging Growth Fund 1,995,988 1,697,541
*Fidelity Management Trust Company Fidelity Diversified International Fund 1,289,083 1,235,511
*Fidelity Management Trust Company Fidelity Retirement Money Market Portfolio 33,691,399 33,691,399
*Fidelity Management Trust Company Spartan US Equity Index Fund 25,303,571 30,753,362
*Fidelity Management Trust Company Investment in Stock Trust collective
funds $ 98,809,494 $ 143,023,714
*Participant Loans Loans to participants, interest rates
range from 6.0% to 10.75% $ 8,642,610 $ 8,642,610
------------- -------------
$271,056,315 $ 345,258,280
============= ==============
</TABLE>
*Represents a party in interest
<PAGE>
-27- SCHEDULE II
OWENS CORNIONG
SAVINGS AND PROFIT SHARING PLAN
EIN: 34-4323452 PLAN: 004
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1997
<TABLE>
<S> <C> <C> <C> <C> <C>
<C> <C>
Current Value
Trans- Purchase Sales Cost of at Trans- NetGain/
Party Involved Description of Assets actions Price Price Asset action Date (Loss)
*Fidelity Management Acorn Fund 172 $67,869,159 N/A $ 67,869,159 $ 67,869,159 $ -
Trust Company
*Fidelity Management Stock Trust Collective 174 117,281,679 N/A 117,281,679 117,281,679 -
Trust Company Funds
*Fidelity Management Stock Trust Collective 160 N/A 26,675,802 18,472,186 26,675,802 8,203,616
Trust Company Funds
*Fidelity Management Retirement Money Market 173 51,730,203 N/A 51,730,203 51,730,203 -
Trust Company Portfolio
*Fidelity Management Retirement Money Market 159 N/A 18,038,805 18,038,805 18,038,805 -
Trust Company Portfolio
*Fidelity Management Spartan US Equity Index 173 29,902,073 N/A 29,902,073 29,902,073 -
Trust Company Fund
*Citibank, N.A. Liquid Reserve Fund 28 14,602,329 N/A 14,602,329 14,602,329 -
Commingled Employee
Benefit Trust
*Citibank, N.A. Liquid Reserve Fund 18 N/A 14,694,828 14,694,828 14,694,828 -
Commingled Employer
Benefit Trust
</TABLE>
*Represents a party in interest
EXHIBIT 99
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report, dated May 1, 1998,
included in Owens Corning Savings and Profit Sharing Plan's
annual report on Form 11-K for the year ended December 31,
1997, into the Company's previously filed Registration
Statements on Form S-8 and active S-3 (File Nos. 33-9563, 33-
9986, 33-18262, 33-20997, 33-27209, 33-31687, 33-48707, 33-
57886, 33-60487, 333-09367, 333-32145, 333-47961 and 333-
48153).
ARTHUR ANDERSEN LLP
Toledo, Ohio,
June 24, 1998.
