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, 199
- -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>
Company
Stock
Fund
- ----
Acorn
Fund
- ----
Spartan
U.S.
Equity
Index
Fund
- ----
Retirement
Money
Market
Fund
- ----
Low-
Priced
Stock
Fund
- ----
Templeton
Foreign Fund
- ------------
3896
2,178
1,550
2,270
112
1,012
Puritan
Fund
- ----
Growth
and
Income
Portfolio
- ---------
Blue Chip
Growth
Fund
- ----
Aggressive
Growth
Fund
- ----
Diversified
International
Fund
- ----
Investment
Grade Bond
Fund
- ----
1,193
953
878
438
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>
Shares
- ------
Cost
- ----
Current or
Contract
Value
- ---------
Plan
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
of investments
(10,772,259)
- -----------
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>
Identity of Issuer
Description of Investment
Cost
Current
Value
- ------------------
- -------------------------
----
-----
*Fidelity Management Trust Company
Acorn Fund
Low-Priced Stock Fund
Templeton Foreign Fund
Puritan Fund
Investment Grade Bond Fund
Growth and Income Fund
Blue Chip Growth Fund
Aggressive Growth Fund
Diversified International Fund
Retirement Money Market Fund
Spartan U.S. Equity Index Fund
$ 56,296,237
$ 852,415
$ 10,642,901
$ 17,095,323
$ 4,417,829
$ 13,366,959
$ 9,987,087
$ 3,208,068
$ 2,075,088
$ 29,830,127
$ 27,008,660
$ 70,585,886
$ 767,719
$ 9,135,005
$ 16,893,408
$ 4,468,232
$ 15,374,831
$ 11,737,586
$ 3,578,925
$ 2,089,884
$ 29,830,127
$ 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 27a - SCHEDULE OF REPORTABLE TRANSACTIONS
AS OF DECEMBER 30, 1998
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
Current Value
Trans- Purchase Sales Cost of at Trans-
Party Involved Description of Assets actions Price Price Asset action Date Net Gain
- -------------- --------------------- ------ --------- ----- ------ ------------- ----------
*Fidelity Management Acorn Fund 249 $ 19,640,003 $ N/A $ 19,640,003 $19,640,003 $ -
Trust Company
*Fidelity Management Acorn Fund 248 N/A 28,910,101 22,314,668 28,910,101 6,595,433
Trust Company
*Fidelity Management Stock Trust Collective 251 27,693,038 N/A 27,693,038 27,693,038 -
Trust Company Funds
*Fidelity Management Stock Trust Collective 248 N/A 58,064,832 39,264,227 58,064,832 18,800,605
Trust Company Funds
*Fidelity Management Puritan Fund 232 20,912,505 N/A
20,912,505 20,912,505 -
Trust Company
*Fidelity Management Puritan Fund 187 N/A 5,506,537 5,531,019 5,506,537
(24,482)
Trust Company
*Fidelity Management Dodge & Cox Balanced 86 1,456,513 N/A
1,456,513 1,456,513 -
Trust Company
*Fidelity Management Dodge & Cox Balanced 58 N/A 16,993,309 14,690,293
16,993,309 2,303,016
Trust Company
*Fidelity Management Growth and Income Fund 242 12,532,736 N/A 12,532,736
12,532,736 -
Trust Company
*Fidelity Management Growth and Income Fund 196 N/A
7,319,856 6,870,634 7,319,856 449,222
Trust Company
*Fidelity Management Spartan U.S. Equity Index 248 12,975,010 N/A 12,975,010
12,975,010 -
Trust Company Fund
*Fidelity Management Spartan U.S. Equity Index 238 N/A
13,215,832 11,259,955 13,215,832 1,955,877
Trust Company Fund
*Fidelity Management Retirement Money Market 255 26,348,072 N/A
26,348,072 26,348,072 -
Trust Company Portfolio
*Fidelity Management Retirement Money Market 249 30,198,818
30,198,818 30,198,818 30,198,818 -
Trust Company Portfolio
</TABLE>
*Represents a party in interest
16
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
