THIS DOCUMENT IS A COPY OF THE FORM 11-K
FILED ON JUNE 29, 1999 PURSUANT TO A RULE 201
TEMPORARY HARDSHIP EXEMPTION.
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 30, 1998
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 Assets Available for Benefits - as of
December 30, 1998 and December 31, 1997
3. Statements of Changes in Assets Available for Benefits -
for the years ended December 30, 1998 and December 31, 1997
4. Notes to Financial Statements
5. Supplemental Schedules:
Schedule I - Item 27a - Schedule of Assets Held for
Investment Purposes as of December 30, 1998
Schedule II - Item 27d - Schedule of Reportable
Transactions for the Year Ended December 30, 1998
(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 28, 1999
<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 assets available for
benefits of the OWENS CORNING SAVINGS AND PROFIT SHARING PLAN as of
December 30, 1998 and December 31, 1997, and the related statements
of changes in 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 assets available for benefits
of the Owens Corning Savings and Profit Sharing Plan as of December
30, 1998 and December 31, 1997, and the changes in 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 30,
1998, and reportable transactions for the year ended December 30,
1998, 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 assets available for benefits and
the statements of changes in assets available for benefits is
presented for purposes of additional analysis rather than to
present the assets available for plan benefits and changes in
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,
June 25, 1999
-1-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 8
Supplemental Information By Fund
-----------------------------------------------------
Company Low- Templeton
Stock Acorn Priced Foreign
Fund Fund Stock Fund
------------ ------------ ------------- ------------
ASSETS:
Investments (Notes 1 and 2):
Investment in
master trust
collective funds $120,078,725 $ - $ - $ -
Investment in
mutual funds - 70,585,886 767,719 9,135,005
Loans to participants - - - -
Due from Owens
Corning (Note 1) 763,156 920,134 21,439 231,572
------------ ----------- ----------- ---------
ASSETS
AVAILABLE
FOR BENEFITS $120,841,881 $71,506,020 $789,158 $9,366,577
============ ============ ============ ==========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-2-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C> <C> <C>
1 9 9 8
Supplemental Information By Fund
----------------------------------------------------------------
Spartan U.S. 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 38,268,524 29,830,127 16,893,408 15,374,831 11,737,586
Loans to
participants - - - - -
Due from
Owens
Corning
(Note 1) 557,361 784,609 337,793 384,351 359,761
----------- ------------ ----------- ---------- ----------
ASSETS
AVAILABLE
FOR
BENEFITS $38,825,885 $30,614,736 $17,231,201 $15,759,182 $12,097,347
=========== ============ =========== =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-3-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C> <C> <C>
1 9 9 8
Supplemental Information By Fund
--------------------------------------------------------------
Aggressive 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 $ - $ - $ - $ - $120,078,725
Investment in
mutual
funds 3,578,925 2,089,884 4,468,232 - 202,730,127
Loans to
participants - - - 9,576,492 9,576,492
Due from
Owens
Corning
(Note 1) 168,103 62,555 62,817 - 4,653,651
------------ ------------ ----------- ---------- ----------
ASSETS
AVAILABLE
FOR
BENEFITS $3,747,028 $2,152,439 $4,531,049 $9,576,492 $337,038,995
============ =========== ========== ========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-4-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
--------------------------------------------------------
Company Dodge Templeton
Stock Acorn & Cox Foreign
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
------------ ------------ ------------ -----------
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>
-5-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
----------------------------------------------------------------
Spartan U.S. 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
------------- ------------ ------------ ---------- ----------
ASSETS
AVAILABLE
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>
-6-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
------------------------------------------------------------
Aggressive 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
------------ ------------ ---------- ---------- -----------
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.
-7-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 8
Supplemental Information By Fund
---------------------------------------------------------------
Company Dodge Templeton
Stock Acorn & Cox Foreign
Fund Fund Fund Fund
----------------------------------------------------------------
INVESTMENT INCOME (Note 2):
Interest
and
dividends $ - $ 4,492,928 $ 273,866 $ 997,664
Net
Interest
in master
trust
investment
income 8,792,590 - - -
Interest
on loans
to
participants - 149,098 8,449 31,580
Realized gain
(loss) on
disposition of
investments - 6,595,433 2,303,016 (8,209)
Unrealized
appreciation
(depreciation)
of investments - (8,585,146) (1,627,695) (1,427,807)
------------ ------------ ------------ ------------
8,792,590 2,652,313 957,636 (406,772)
------------ ------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 3,084,465 4,832,539 393,264 1,347,478
Owens Corning 6,582,098 941,947 - 236,358
------------ ------------ ------------ ------------
9,666,563 5,774,486 393,264 1,583,836
------------ ------------ ------------ ------------
OTHER:
Distributions
to participants
(Note 4) (29,251,895) (13,196,191) (1,307,764) (2,063,702)
Election of
redistribution
among funds
(Note 1) (12,790,772) (5,864,784) (14,971,449) (1,731,889)
Transfer
from
Predecessor
Trustee 15,784 - - 8,831
Participant
loan
activity
(Note 3) 278,727 107,569 10,818 105,604
Administrative
expenses
(Note 1) (138,235) (59,873) (1,765) (5,128)
Other 29,766 (2,863) (372) (704)
------------ ------------ ------------ ------------
(41,856,625) (19,016,142) (16,270,532) (3,686,988)
------------ ------------ ------------ ------------
Net
increase
(decrease) (23,397,472) (10,589,343) (14,919,632) (2,509,924)
------------ ------------ ----------- ------------
ASSETS
AVAILABLE
FOR
BENEFITS -
beginning
of year 144,239,353 82,095,363 14,919,632 11,876,501
------------ ------------ ------------ ------------
ASSETS
AVAILABLE
FOR
BENEFITS -
end of
year $120,841,881 $71,506,020 $ - $9,366,577
============ =========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these statements.
-8-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C>
1 9 9 8
Supplemental Information By Fund
----------------------------------------------
Low- Spartan U.S. Retirement
Priced Equity Index Money Mkt
Stock Fund Fund
----------------------------------------------
INVESTMENT INCOME (Note 2):
Interest and
dividends $ 58,923 $ 760,646 $1,478,569
Net Interest in
master trust
investment income - - -
Interest on loans
to participants 1,496 71,787 117,479
Realized gain
(loss) on
disposition
of investments (41,085) 1,955,877 -
Unrealized
appreciation
(depreciation)
of investments (84,696) 5,810,072 -
------------ ------------ ------------
(65,362) 8,598,382 1,596,048
------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 58,374 2,477,596 1,445,716
Owens Corning 22,151 567,365 830,610
------------ ------------ ------------
80,525 3,044,961 2,276,326
------------ ------------ ------------
OTHER:
Distributions to
participants
(Note 4) (181,103) (5,948,520) (10,262,279)
Election of
redistribution
among funds
(Note 1) 938,997 2,350,994 2,919,495
Transfer from
Predecessor
Trustee 8,832 8,832 237,375
Participant
loan activity
(Note 3) 8,798 (84,995) (80,290)
Administrative
expenses
(Note 1) (1,458) (1,244) (11,653)
Other (71) (2,096) 95,755
------------ ------------ ------------
773,995 (3,677,029) (7,101,597)
------------ ------------ ------------
Net increase
(decrease) 789,158 7,966,314 (3,229,223)
------------ ------------ ------------
ASSETS AVAILABLE
FOR BENEFITS -
beginning
of year - 30,859,571 33,843,959
------------ ------------ ------------
ASSETS AVAILABLE
FOR BENEFITS -
end of year $ 789,158 $38,825,885 $30,614,736
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
-9-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 8
Supplemental Information By Fund
-----------------------------------------------------------
Growth and Blue Chip Diversified
Puritan Income Growth International
Fund Portfolio Fund Fund
------------------------------------------------------------
INVESTMENT INCOME (Note 2):
Interest and
dividends $ 1,591,874 $ 744,049 $ 432,684 $ 79,094
Net Interest
in master trust
investment
income - - - -
Interest on
loans to
participants 28,521 31,300 26,519 4,020
Realized gain
(loss) on
disposition of
investments (24,462) 449,222 222,361 16,815
Unrealized
appreciation
(depreciation)
of investments (199,297) 1,678,056 1,746,448 68,369
------------ ------------ ------------ ------------
1,396,636 2,902,627 2,428,012 168,298
------------ ------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 1,175,980 1,564,004 1,204,730 261,453
Owens Corning 344,578 394,302 367,228 63,669
------------ ------------ ------------ ------------
1,520,558 1,958,306 1,571,958 325,122
------------ ------------ ----------- ------------
OTHER:
Distributions
to participants
(Note 4) (2,825,666) (2,599,105) (1,500,345) (311,587)
Election of
redistribution
among funds
(Note 1) 15,271,246 5,360,097 4,486,983 722,176
Transfer from
Predecessor
Trustee 105,536 8,832 159,802 -
Participant
loan activity
(Note 3) 40,389 42,273 (35,665) 4,502
Administrative
expenses
(Note 1) (3,397) (3,636) (1,732) (151)
Other (2,007) (3,432) (222) (521)
------------ ------------ ------------ ------------
12,586,101 2,805,029 3,108,821 414,419
------------ ------------ ----------- ------------
Net increase
(decrease) 15,503,295 7,665,962 7,108,791 907,839
------------ ------------ ----------- ------------
ASSETS
AVAILABLE
FOR BENEFITS -
beginning
of year 1,727,906 8,093,220 4,988,556 1,244,600
------------ ------------ ------------ ------------
ASSETS
AVAILABLE
FOR BENEFITS -
end of year $17,231,201 $15,759,182 $12,097,347 $2,152,439
=========== =========== ============ ===========
</TABLE>
The accompanying notes are an integral part of these statements.
-10-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 8
Supplemental Information By Fund
-----------------------------------------------
Investment Aggressive Loans to
Grade Growth Partici-
Bond Fund Fund pants Total
------------ ------------ ------------ ------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 205,060 $ 215,603 - $11,330,960
Net Interest in master trust
investment income - - - 8,792,590
Interest on loans to participants 3,033 9,010 - 482,292
Realized gain (loss) on disposition of
investments 35,172 (56,702) - 11,447,438
Unrealized appreciation (depreciation)
of investments 4,080 669,304 - (1,948,312)
------------ ------------ ------------ ------------
247,345 837,215 - 30,104,968
------------ ------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 226,591 491,361 - 18,563,551
Owens Corning 64,843 170,903 - 10,586,052
------------ ----------- ------------ ------------
291,434 662,264 - 29,149,603
------------ ------------ ------------ ------------
OTHER:
Distributions to participants (Note 4) (1,372,638) (485,957) (435,015) (71,741,767)
Election of redistribution among
funds (Note 1) 2,343,439 965,467 - -
Transfer from Predecessor Trustee 70,643 61,844 - 686,311
Participant loan activity (Note 3) (23,245) (2,802) (371,683) -
Administrative expenses (Note 1) (474) (2,382) - (231,128)
Other (103) (85) 1,740,580 1,853,625
------------ ------------ ------------ ------------
1,017,622 536,085 933,882 (69,432,959)
------------ ------------ ------------ ------------
Net increase (decrease) 1,556,401 2,035,564 933,882 (10,178,388)
------------ ------------ ------------ ------------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year 2,974,648 1,711,464 8,642,610 347,217,383
------------ ------------ ------------ ------------
ASSETS AVAILABLE FOR BENEFITS -
end of year $4,531,049 $3,747,028 $9,576,492 $337,038,995
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-11-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
<TABLE> (continued)
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
------------------------------------------------------------
Company Dodge Templeton
Stock Acorn & Cox Foreign
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>
-12-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
---------------------------------------------------------
Indexed Fixed Spartan U.S. 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>
-13-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
---------------------------------------------------------
Growth and Blue Chip Aggressive
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>
-14-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(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>
-15-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
-----------------------------------------------------
Company Managed Templeton
Stock Equity Balanced Foreign
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
------------- ------------ ----------- ------------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year 207,947,456 66,298,074 7,647,735 9,149,387
------------- ------------ ------------ -----------
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>
-16-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
--------------------------------------------------------
Indexed Fixed Spartan U.S. 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
------------- ------------ ----------- -----------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year 17,750,988 34,539,358 - -
------------- ------------ ------------ -----------
ASSETS AVAILABLE FOR BENEFITS -
end of year $ - $ - $30,859,571 $33,843,959
============ ============ =========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.
-17-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(continued)
<TABLE>
<S> <C> <C> <C> <C>
1 9 9 7
Supplemental Information By Fund
--------------------------------------------------------
Growth and Blue Chip Aggressive
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
------------ ------------ ----------- -----------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year - - - -
------------- ------------ ------------ ------------
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.
-18-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN ASSETS AVAILABLE FOR BENEFITS
FOR THE YEARS ENDED DECEMBER 30, 1998 AND DECEMBER 31, 1997
(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)
------------ ------------ ---------- ------------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year - - 7,910,813 351,243,811
------------- ------------ ----------- ------------
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.
-19-
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's 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 remittance of participant
contributions to the Trustee as soon as deducted from the
participants' paychecks.
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.
-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)
Plan Contributions (continued)
- ------------------
The Company matches 35% of participants' contributions up to 10% of
monthly compensation. The Company may, at its discretion, make an
annual profit sharing contribution to the Plan. The Company made a
profit sharing contribution of approximately $5 million and $2
million in 1998 and 1997, respectively, included as Due from Owens
Corning in the financial statements. One-half of the Company's
annual profit sharing contribution, if any, will be invested
exclusively in Company stock.
The Company may, at its option, make Company contributions in the
form of cash or an equivalent number of shares of common stock of the
Company. For 1998 and 1997, the Company contributed shares of stock
to satisfy the portion of the annual profit sharing contribution
invested exclusively in Company stock.
Plan Investment Options
- -----------------------
Each participant elects to have his contribution invested in
increments among the investment funds made available under the Plan.
In 1998, the Dodge & Cox Balanced Fund was eliminated as an
investment option in the Savings and Profit Sharing Plan and the Low-
Priced Stock Fund was added. Currently, the following twelve
investment funds are available to participants:
Company Stock Fund
------------------
Consists primarily of investments in Owens Corning common stock.
Acorn Fund
----------
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.
-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)
Spartan U.S. Equity Index
-------------------------
Primarily invested in the companies whose securities are based
upon the value of the Standard & Poor's 500 Index.
Retirement Money Market Fund
----------------------------
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.
Low-Priced Stock Fund
---------------------
Primarily invests in stocks of smaller, less well-known companies
that are considered undervalued or out of favor with other
investors.
Templeton Foreign Fund
----------------------
Invests in stocks and debt securities of companies and governments
outside the United States.
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.
-22-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING
POLICIES (continued)
Blue Chip Growth Fund
---------------------
Primarily invests in common stocks of well-known and established
companies and companies with strong earnings and future growth
potential.
Aggressive 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.
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 of any maturity.
The Company matching contributions are invested exclusively 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 relating to the
retirement 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 30, 1998, was as follows:
-23-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING
POLICIES (continued)
<TABLE>
<S> <C> <C> <C> <C> <C>
Spartan
U.S. Retirement Low-
Company Equity Money Priced Templeton
Stock Acorn Index Market Stock Foreign
Fund Fund Fund Fund Fund Fund
- ---- ---- ---- ---- --- ---------
3896 2,178 1,550 2,270 112 1,012
Growth Blue
and Chip Aggressive
Puritan Income Growth Growth
Fund Portfolio Fund Fund
- ---- -------- ------ ----------
1,193 953 878 438
Diversified Investment
International Grade Bond
Fund Fund
- ---- ----------
276 223
</TABLE>
Basis of Accounting
- -------------------
The accompanying financial statements have been prepared on the
accrual basis. Investments are reported at quoted market value.
Participant withdrawal requests received by the Plan Administrator
before year end but not yet distributed to the participants are
included in 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.
-24-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING
POLICIES (continued)
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. The Plan had several amendments throughout 1998; however, no
new tax determination letter has been issued. Management believes
that the amendments do not change the Plan's status for meeting the
requirements of Section 401(a) of the Internal Revenue Code and that
the trust is still exempt from taxation.
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. Mutual Fund holdings were commingled for
investment purposes.
-25-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(2) INVESTMENTS (continued)
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. Investments in mutual funds previously
held in the Savings Trust are now separately identified to the Plan.
The Indexed Equity Fund and the Fixed Income Fund were both
liquidated on March 31, 1997 and replaced by the Spartan U.S. 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 Aggressive Growth Fund, the Diversified International Fund
and the Investment Grade Bond Fund. In 1998, the Dodge and Cox
Balanced Fund was liquidated and the Low-Priced Stock Fund was added.
The Plan has a proportionate claim on the net assets of the
Commingled Company Stock Fund and receives a proportionate share of
the investment income of said fund. Following is a summary of the
Stock Trust financial statement for the Commingled Company Stock Fund
and the Plan's interest in net assets as of and for the year ended
December 30, 1998:
<TABLE>
<S> <C> <C> <C> <C>
Current or
Contract Plan
Shares Cost Value Interest
------ ---- --------- --------
ASSETS:
Investments:
Owens Corning
Common
Stock $4,425,321 $53,088,578 $153,026,115 .775
Money Market 1,971,992 1,971,992 1,971,992 .775
Interest and
Dividend
Receivable 399,953 .775
-----------
Total Assets 155,398,060
-----------
LIABILITIES:
Payables 524,555 .775
-----------
PARTICIPATING
PLANS' EQUITY $154,873,505
===========
</TABLE>
-26-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
<TABLE>
<S> <C>
Company Stock Fund
------------------
INVESTMENT INCOME:
Interest 115,873
Dividends 1,435,553
Realized gain on disposition of
Investments 19,615,991
Change in unrealized
appreciation (10,772,259)
of investments -----------
10,395,158
===========
Plan Interest .846
</TABLE>
(2) INVESTMENTS (continued)
Investments are reported at quoted market value. Changes in
unrealized appreciation (depreciation) are reflected currently as
a change in assets available for benefits. Purchases 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 $50,000 or 50% of their
total vested account limited to the total of contributions
designated as deferrals and related earnings. The minimum amount
available for a loan is $1,000. 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 on the last business
day of the month prior to the employee's loan application.
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.
-27-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(4) VESTING, FORFEITURES AND DISTRIBUTIONS
Participants become 100% vested in Company contributions and
earnings thereon after three years of completed service. Such
amounts also become fully vested upon the participant attaining
65 years of age with five years of service, attaining 55 years of
age with 10 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 days 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 non-vested 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 $103,000 in
1998 and $85,000 in 1997. 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.
-28-
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 totaled 3,177,320 shares of stock valued at
$29,530,000 in 1998. 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 totaled
119,160 shares of stock valued at $4,674,000.
(5) PLAN MERGERS AND TRANSFERS
In 1998, two subsidiary plans merged into Savings and Profit
Sharing Plan. Effective January 1, 1998 the Partek Insulations,
Inc. 401(k) Plan merged into the Plan. The OCFL Money Purchase
Pension Plan merged into the Plan effective July 1, 1998. On
each of the effective dates, all amounts were transferred, and
each employee was 100% vested in the amounts under the prior
plan.
Effective September 30, 1998, the Plan was revised in connection
with the transfer of Owens Corning's business of manufacturing
and selling glass fiber yarns and specialty materials to Advanced
Glassfiber Yarns LLC ("AGY"). Those eligible, salaried employees
in the Plan as of September 30, 1998 that were transferred to AGY
are fully vested in their accounts under the Plan. Matching
contributions received after September 30, 1998 will be made in
cash rather than Owens Corning stock. Effective January 1, 2000,
the assets relating to these employees will be transferred into a
separate plan.
(6) SUBSEQUENT EVENT
Effective January 1, 1999, the following subsidiaries' plans
merged into the Savings and Profit Sharing Plan: Employees'
Savings Plan for AmeriMark Building Products, Inc. and
Subsidiaries; Fabwel, Inc. 401(k) Plan; Fibreboard Corporation
401(k) Retirement Plan; and the Falcon Foam Corporation
Retirement Savings Plan (Falcon of California only). During
1999, in connection with these mergers, assets totaling
approximately $52,000,000 will be transferred into the Plan.
Employees will be 100% vested in the amounts transferred under
the prior plans.
-29-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
Schedule I
EIN: 34-4323452 PLAN: 004
Item 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 30, 1998
<TABLE>
<S> <C> <C> <C>
Current
Identity of Issuer Description of Investment Cost Value
- ------------------ ------------------------- ------ -------------
*Fidelity
Management
Trust
Company Acorn Fund $ 56,296,237 $ 70,585,886
Low-Priced Stock Fund $ 852,415 $ 767,719
Templeton Foreign Fund $ 10,642,901 $ 9,135,005
Puritan Fund $ 17,095,323 $ 16,893,408
Investment Grade
Bond Fund $ 4,417,829 $ 4,468,232
Growth and Income
Fund $ 13,366,959 $ 15,374,831
Blue Chip Growth Fund $ 9,987,087 $ 11,737,586
Aggressive Growth Fund $ 3,208,068 $ 3,578,925
Diversified
International
Fund $ 2,075,088 $ 2,089,884
Retirement Money
Market Fund $ 29,830,127 $ 29,830,127
Spartan U.S. Equity
Index Fund $ 27,008,660 $ 38,268,524
*Fidelity
Management
Trust
Company Participant loans $ 9,576,492 $ 9,576,492
*Fidelity
Management
Trust
Company Investment in
Stock Trust
collective funds $ 87,198,024 $120,078,725
------------ ------------
Total $271,555,210 $332,385,344
============ ============
* Represents a party in interest
</TABLE>
-30-
OWENS CORNING
SAVINGS AND PROFIT SHARING PLAN
Schedule II
EIN: 34-4323452 PLAN: 004
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
AS OF DECEMBER 30, 1998
<TABLE>
<S> <C> <C> <C>
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY ACORN FUND 249 $19,640,003
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
N/A $19,640,003 $19,640,003 $ -
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY ACORN FUND 248 N/A
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
$28,910,101 $22,314,668 $28,910,101 $6,595,433
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY STOCK TRUST COLLECTIVE FUNDS 251 $27,693,038
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
N/A $27,693,038 $27,693,038 $ -
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY STOCK TRUST COLLECTIVE FUNDS 248 N/A
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
$58,064,832 $39,264,227 $58,064,832 $18,800,605
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY PURITAN FUND 232 $20,912,505
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
N/A $20,912,505 $20,912,505 $ -
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY PURITAN FUND 187 N/A
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
$5,506,537 $5,531,019 $5,506,537 $(24,482)
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY DODGE & COX BALANCED 86 $1,456,513
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
N/A $1,456,513 $1,456,513 $ -
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY DODGE & COX BALANCED 58 N/A
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
$16,993,309 $14,690,293 $16,993,309 $2,303,016
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY GROWTH & INCOME FUND 242 $12,532,736
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
N/A $12,532,736 $12,532,736 $ -
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY GROWTH & INCOME FUND 196 N/A
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
$7,319,856 $6,870,634 $7,319,856 $449,222
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY SPARTAN U.S. EQUITY INDEX FUND 248 $12,975,010
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
N/A $12,975,010 $12,975,010 $ -
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY SPARTAN U.S. EQUITY INDEX FUND 238 N/A
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
$13,215,832 $11,259,955 $13,215,832 $1,955,877
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY RETIREMENT MONEY MARKET PORTFOLIO 255 $26,348,072
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
N/A $26,348,072 $26,348,072 $ -
PARTY INVOLVED DESCRIPTION OF ASSETS TRANSACTIONS PURCHASE PRICE
- -------------- --------------------- ------------ --------------
*FIDELITY
MANAGEMENT
TRUST
COMPANY RETIREMENT MONEY MARKET PORTFOLIO 249 $30,198,818
SALES PRICE COST OF ASSET CURRENT VALUE AT TRANSACTION DATE NET GAIN
- ----------- ------------- --------------------------------- --------
$30,198,818 $30,198,818 $30,198,818 $ -
*REPRESENTS A PARTY IN INTEREST
</TABLE>
EXHIBIT 99
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report, dated June 25,
1999, included in the Owens Corning Savings and Profit
Sharing Plan's annual report on Form 11-K for the year ended
December 30, 1998, 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, 333-76765).
ARTHUR ANDERSEN LLP
Toledo, Ohio,
June 25, 1999
