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 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, 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.
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 29, 1998
<PAGE>
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To the Plan Administrator
of the 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, 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
Security Plan as of December 31, 1997 and 1996, 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, 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 SECURITY 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 $ 32,861,871 $ - $ - $ -
Investment in mutual funds - 13,988,247 1,608,357 1,385,572
Loans to participants (Note 3) - - - -
Accrued interest income - - - -
Due from Owens Corning (Note 1) 247,940 82,752 10,587 8,524
------------- ------------ ---------- ------------
NET ASSETS AVAILABLE FOR
BENEFITS $ 33,109,811 $ 14,070,999 $ 1,618,944 $ 1,394,096
============= ============ ============ ===========
</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, 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 4,556,444 7,798,845 159,699 895,539 688,375
Loans to participants (Note 3) - - - - -
Accrued interest income - - - - -
Due from Owens Corning (Note 1) 27,894 65,540 1,422 6,243 4,800
-------------- ------------ ----------- ---------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $ 4,584,338 $7,864,385 $ 161,121 $ 901,782 $ 693,175
============== =========== ============ ========== ===========
</TABLE>
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, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
------------------------------------------------- -----------
Diversified Investment Emerging Loans to
International Grade Growth Partici-
Fund Bond Fund Fund pants Total
------------------------------------ ----------- -----------
ASSETS:
Investments (Notes 1 and 2):
Investment in master trust
collective funds $ - $ - $ - $ - $ 32,861,871
Investment in mutual funds 67,959 69,832 240,500 - 31,459,369
Loans to participants (Note 3) - - - 166,760 166,760
Accrued interest income - - - - -
Due from Owens Corning (Note 1) 402 434 1,605 - 458,143
------------ ---------- ---------- ---------- ------------
NET ASSETS AVAILABLE FOR BENEFITS $ 68,361 $ 70,266 $ 242,105 $ 166,760 $ 64,946,143
============ ========== ========== ========== ============
</TABLE>
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, 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 $ 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 - 10,256,273 733,823 1,034,137
Accrued interest income 53,864 - - -
Due from Owens Corning(Note 1) 518,270 28,902 5,885 6,164
------------ ------------ ------------ ---------
NET ASSETS AVAILABLE FOR BENEFITS $36,723,551 $10,285,175 $ 739,708 $1,040,301
============ ============ ========================
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-5-
OWENS CORNING
SAVINGS AND SECURITY PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C>
1 9 9 6
Supplemental Information By Fund
-------------------------------
Indexed Fixed
Equity Income
Fund Fund Total
--------- --------- ---------
ASSETS:
Investments (Notes 1 and 2):
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 2,906,768 7,058,817 21,989,818
Accrued interest income - - 53,864
Due from Owens Corning(Note 1) 6,697 54,349 620,267
------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $2,913,465 $7,113,166 $58,815,366
============ ============ ============
</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, 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 $ 56,759 $ 1,287,975 $ 101,954 $ 141,654
Net interest in master trust
investment income (loss) 1,162,956 (2,890,312) (66,671) (76,518)
Interest on loans to participants 209 285 60 99
Realized gain on disposition of
investments 160,982 628,425 48,729 60,722
Unrealized appreciation (depreciation)
of investments (7,897,539) 3,666,205 135,802 (17,862)
------------ ------------ ------------ ------------
(6,516,633) 2,692,578 219,874 108,095
------------ ------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 4,956,369 2,528,062 436,270 468,177
Owens Corning 3,575,058 3,547 1,462 494
------------ ------------ ------------ ------------
8,531,427 2,531,609 437,732 468,671
------------ ------------ ------------ ------------
OTHER:
Distributions to participants (Note 4) (3,429,661) (1,213,049) (186,640) (175,389)
Election of redistribution among funds
(Note 1) (1,389,796) (133,548) 387,340 (17,776)
Administrative expenses (Note 1) (138,861) (40,964) (2,997) (2,579)
Participant loan activity (Note 3) 905 1,762 66 (81)
Rollovers and other (671,121) (52,564) 23,861 (27,146)
------------ ------------ ------------ ------------
(5,628,534) (1,438,363) 221,630 (222,971)
------------ ------------ ------------ ------------
Net increase (decrease) (3,613,740) 3,785,824 879,236 353,795
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 36,723,551 10,285,175 739,708 1,040,301
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $33,109,811 $14,070,999 $1,618,944 $1,394,096
============ ============ ============ ============
</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, 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 $ - $ - $ 71,014 $ 298,859
Net interest in master trust
investment income (loss) 140,856 63,009 - -
Interest on loans to participants - - 382 8,941
Realized gain on disposition of
investments - - 74,962 -
Unrealized appreciation (depreciation) of
investments - - 699,339 (3,695)
------------ ------------ ----------- -----------
140,856 63,009 845,697 304,105
----------- ----------- ----------- -----------
CONTRIBUTIONS (Notes 1 and 4):
Participants 193,540 414,641 658,774 1,308,893
Owens Corning - - 1,979 21,375
----------- ------------ ------------ ------------
193,540 414,641 660,753 1,330,268
---------- ----------- ------------- -- ------------
OTHER:
Distributions to participants (Note 4) (171,769) (364,287) (262,490) (1,083,753)
Election of redistribution among funds
(Note 1) (3,071,413) (7,217,851) 3,270,208 6,632,380
Administrative expenses (Note 1) (4,193) (8,484) (511) (16,028)
Participant loan activity (Note 3) - - 1,198 (19,659)
Rollovers and other (486) (194) 69,483 717,072
------------ ------------ ------------ ------------
(3,247,861) (7,590,816) 3,077,888 6,230,012
------------ ------------ ------------ ------------
Net increase (decrease) (2,913,465) (7,113,166) 4,584,338 7,864,385
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 2,913,465 7,113,166 - -
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $ - $ - $4,584,338 $7,864,385
============ ============ ============ ============
</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, 1997 AND 1996
(Continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
-----------------------------------------------------------
Growth and Blue Chip Diversified
Puritan Income Growth International
Fund Portfolio Fund Fund
------------ ------------ ------------ ------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 9,475 $ 28,984 $ 28,743 $ 2,179
Net interest in master trust
investment income (loss) - - - -
Interest on loans to participant 83 148 685 -
Realized gain on disposition of
investments 745 3,720 3,413 (219)
Unrealized appreciation (depreciation) of
investments (280) 35,804 14,324 (2,797)
------------ ------------ ------------ ------------
10,023 68,656 47,165 (837)
------------ ------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 43,161 173,255 148,850 30,730
Owens Corning 327 1,133 1,150 37
------------ ------------ ------------ ----------
43,488 174,388 150,000 30,767
------------ ------------ ------------ ----------
OTHER:
Distributions to participants
(Note 4) (5,963) (14,418) (22,880) (2,834)
Election of redistribution among
funds (Note 1) 113,498 655,616 480,032 41,286
Administrative expenses (Note 1) (225) (830) (593) (21)
Participant loan activity (Note 3) 300 (5,083) (10,076) -
Rollovers and other - 23,453 49,527 -
------------ ------------ ------------ ------------
107,610 658,738 496,010 38,431
------------ ------------ ------------ ------------
Net increase (decrease) 161,121 901,782 693,175 68,361
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year - - - -
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $ 161,121 $ 901,782 $693,175 $ 68,361
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-9-
OWENS CORNING
SAVINGS AND SECURITY 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
-----------------------------------------------
Investment Emerging Loans to
Grade Growth Partici-
Bond Fund Fund pants Total
------------ ------------ ------------ ------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 1,339 $ 46,219 - $2,075,154
Net interest in master trust
investment income (loss) - - - (1,666,680)
Interest on loans to participants 39 94 - 11,025
Realized gain on disposition of
investments - 1,359 - 982,838
Unrealized appreciation (depreciation) of
investments 950 (42,502) - (3,412,251)
------------ ------------ ------------ ------------
2,328 5,170 - (2,009,914)
------------ ------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 16,164 47,210 - 11,424,096
Owens Corning 69 145 - 3,606,776
------------ ------------ ----------- -----------
16,233 47,355 - 15,030,872
------------ ------------ ----------- ------------
OTHER:
Distributions to participants (Note 4) (187) (3,410) (9,559) (6,946,289)
Election of redistribution among funds
(Note 1) 51,682 198,342 - -
Administrative expenses (Note 1) (98) (137) - (216,521)
Participant loan activity (Note 3) 308 244 30,116 -
Rollovers and other - (5,459) 146,203 272,629
------------ ------------ ------------ ------------
51,705 189,580 166,760 (6,890,181)
------------ ------------ ------------ ------------
Net increase (decrease) 70,266 242,105 166,760 6,130,777
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year - - - 58,815,366
------------ ------------ ------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $ 70,266 $ 242,105 $ 166,760 $64,946,143
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-10-
OWENS CORNING
SAVINGS AND SECURITY 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 $ 121,585 $ - $ - $ -
Net interest in master trust
investment income (loss) - 1,707,580 75,458 127,667
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 75,458 127,667
------------ ------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 4,934,115 2,282,628 300,971 419,148
Owens Corning 4,165,303 9,026 2,847 1,699
------------ ------------ ------------ ------------
9,099,418 2,291,654 303,818 420,847
------------ ------------ ------------ ------------
OTHER:
Distributions to participants (Note 4) (3,360,743) (920,744) (85,374) (113,288)
Election of redistribution among funds
(Note 1) 158,536 (89,072) 76,547 28,544
Administrative expenses (Note 1) (107,439) (24,772) (1,794) (2,515)
Rollovers and other 14,088 (76,217) (1,239) (5,815)
------------ ------------ ------------ --------------
(3,295,558) (1,110,805) (11,860) (93,074)
------------ ------------ ------------ --------------
Net increase 4,648,763 2,888,429 367,416 455,440
------------ ------------ ------------ --------------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 32,074,788 7,396,746 372,292 584,861
------------ ------------ ------------ --------------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $36,723,551 $10,285,175 $ 739,708 $1,040,301
============ ============ ============ ===============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-11-
OWENS CORNING
SAVINGS AND SECURITY 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>
1 9 9 6
Supplemental Information By Fund
--------------------------------
Indexed Fixed
Equity Income
Fund Fund Total
------------ ------------ -----------
INVESTMENT INCOME (Note 2):
Interest and dividends $ - $ - $ 121,585
Net interest in master trust
investment income (loss) 500,457 391,185 2,802,347
Realized gain on disposition of
investments - - 75,849
Unrealized appreciation (depreciation) of
investment in Owens Corning common stock - - (1,352,531)
------------ ------------ -----------
500,457 391,185 1,647,250
------------ ------------ -----------
CONTRIBUTIONS (Notes 1 and 4):
Participants 678,236 1,693,207 10,308,305
Owens Corning 4,828 45,710 4,229,413
------------ ------------ -----------
683,064 1,738,917 14,537,718
------------ ------------ -----------
OTHER:
Distributions to participants (Note 4) (286,708) (1,047,820) (5,814,677)
Election of redistribution among funds
(Note 1) (7,999) (166,556) -
Administrative expenses (Note 1) (9,406) (19,464) (165,390)
Rollovers and other (23,461) (11,393) (104,037)
------------ ------------ -----------
(327,574) (1,245,233) (6,084,104)
------------ ------------ -----------
Net increase 855,947 884,869 10,100,864
------------ ------------ -----------
NET ASSETS AVAILABLE FOR BENEFITS -
beginning of year 2,057,518 6,228,297 48,714,502
------------ ------------ -----------
NET ASSETS AVAILABLE FOR BENEFITS -
end of year $2,913,465 $7,113,166 $58,815,366
============ ============ ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-12-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING
POLICIES
Operations of the Plan
- ----------------------
The Owens Corning Savings and Security Plan (the Plan) principally
benefits designated groups of employees of Owens Corning and certain
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 Savings 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 participants' contributions at various negotiated
rates. 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 $93,000 and $220,000 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 or 1996.
<PAGE>
-13-
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
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 Group 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 are included in
or 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>
-14-
OWENS CORNING
SAVINGS AND SECURITY 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 and 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
- ----------- ------------ ---------- --------------- -------------
6,011 2,346 636 675 1,348
Retirement Growth and Blue Chip Diversified
Money Market Puritan Income Growth International
Portfolio Fund Portfolio Fund Fund
- --------- -------------- ------------ ------------- -------------
2,546 96 284 277 75
Investment Emerging
Grade Bond Growth
Fund Fund
- ------------ --------------
41 114
</TABLE>
Basis of Accounting
- -------------------
The accompanying financial statements have been prepared on the
accrual basis. Investments are reported at quoted market value.
<PAGE>
-15-
OWENS CORNING
SAVINGS AND SECURITY 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 , 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>
-16-
OWENS CORNING
SAVINGS AND SECURITY 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 .187
Money Market $2,362,593 2,362,593 2,362,593 .187
Interest and Dividend
Receivable 391,944 .187
-------------
Total Assets $176,806,881
-------------
LIABILITIES:
Payables 921,296 .187
EQUITY: $175,885,585
==============
</TABLE>
<PAGE>
-17-
OWENS CORNING
SAVINGS AND SECURITY 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
investmen ts 14,606,895 204,695 8,102,859 (138,712) - 13,494
Unrealized app-
reciation
(depreciation)
of investments 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 .008 .136 .133 .152 .081 .103
</TABLE>
<PAGE>
-18-
OWENS CORNING
SAVINGS AND SECURITY 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 changed in net
assets available for benefits. Purchase and sales are recorded on the
trade date basis. Realized gain and loss on disposition of investments is
computed using average cost.
(3) LOANS
Loan balances represent rollovers from acquisitions made by the Company
during the year. Interest payments are reflected as income to the
appropriate Fund in accordance with the participants' current investment
election. No new loans will be made to active participants as it is
currently not a provision in the plan to do so.
(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 $21,000 in 1997 and
$27,000 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.
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 7,143 shares
of stock valued at $276,000. 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 16,563
shares of stock valued at 629,000 in 1996.
<PAGE>
-19- SCHEDULE I
OWENS CORNING
SAVINGS AND SECURITY PLAN
EIN: 34-4323452 PLAN: 014
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1997
<TABLE>
<S> <C> <C> <C>
Current
Identity of Issuer Description of Investment Cost Value
*Fidelity Management Trust Company Acorn Fund $ 10,333,554 $13,988,247
*Fidelity Management Trust Company Dodge & CoxBalanced Fund 1,461,446 1,608,357
*Fidelity Management Trust Company TempletonForeign Fund I 1,403,070 1,385,572
*Fidelity Management Trust Company Fidelity PuritanFund 159,979 159,699
*Fidelity Management Trust Company Fidelity InvestmentGrade Bond Fund 68,888 69,832
*Fidelity Management Trust Company Fidelity Growth andIncome Portfolio 859,734 895,539
*Fidelity Management Trust Company Fidelity Blue ChipGrowth Fund 674,051 688,375
*Fidelity Management Trust Company Fidelity EmergingGrowth Fund 283,003 240,500
*Fidelity Management Trust Company Fidelity DiversifiedInternational Fund 70,757 67,959
*Fidelity Management Trust Company Fidelity RetirementMoney Market Portfolio 7,798,845 7,798,845
*Fidelity Management Trust Company Spartan US Equity Index Fund 3,764,434 4,556,444
*Fidelity Management Trust Company Investment in StockTrust collective
funds $35,629,251 $ 32,861,871
*Participant Loans Loans to participants, interest rates
range from 7% to 10% $ 166,760 $ 166,760
------------- -------------
$62,673,772 $ 64,488,000
============= ============
</TABLE>
*Represents a party in interest
<PAGE>
-20- SCHEDULE II
OWENS CORNIONG
SAVINGS AND SECURITY PLAN
EIN: 34-4323452 PLAN: 014
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- Net Gain/
Party Involved Description of Assets actions Price Price Asset action Date (Loss)
*Fidelity Management Acorn Fund 178 $11,884,708 $ N/A $11,884,708 $11,884,708 $ -
Trust Company
*Fidelity Management Stock Trust Collective 179 40,031,670 N/A 40,031,670 40,031,670 -
Trust Company Funds
*Fidelity Management Stock Trust Collective 157 N/A 4,616,288 4,402,418 4,616,288 213,870
Trust Company Funds
*Fidelity Management Retirement Money Market 181 11,233,496 N/A 11,233,496 11,233,496 -
Trust Company Portfolio
*Fidelity Management Retirement Money Market 159 N/A 3,434,651 3,434,651 3,434,651 -
Trust Company Portfolio
*Fidelity Management Spartan US Equity Index 179 4,436,458 N/A 4,436,458 4,436,458 -
Trust Company Fund
*Citibank, N.A. Liquid Reserve Fund 26 2,677,758 N/A 2,677,758 2,677,758 -
Commingled Employee
Benefit Trust
*Citibank, N.A. Liquid Reserve Fund 18 N/A 2,683,857 2,683,758 2,683,758 -
Commingled Employee
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 Security 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.
