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 SECURITY PLAN
OWENS CORNING
One Owens Corning Parkway
Toledo, Ohio 43659
Commission File No. 1-3660
- -----------------------------------------------------------------
REQUIRED INFORMATION
(a) Financial Statements.
1. Report of Independent Public Accountants
2. Statements of 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 SECURITY 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 Security Plan:
We have audited the accompanying statements of assets available
for benefits of the OWENS CORNING SAVINGS AND SECURITY 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 Security Plan as of
December 30, 1998 and December 31, 1997, and the changes in its
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
<PAGE>
-1-
OWENS CORNING
SAVINGS AND SECURITY 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 Templeton
Stock Acorn Low-Priced Foreign
Fund Fund Stock Fund
---------------------------------------------
ASSETS:
Investments (Notes 1 and 2):
Investment in master trust
collective funds $34,794,790 $ - $ - $ -
Investment in mutual funds - 14,315,164 99,361 1,411,832
Loans to participants (Note 3) - - - -
Accrued interest income - - - -
Due from Owens Corning
(Note 1) 48,496 49,515 295 6,161
------------- ------------ ----------- -----------
ASSETS AVAILABLE
FOR BENEFITS $34,843,286 $14,364,679 $ 99,656 $1,417,993
============= ============ =========== ============
</TABLE>
The accompanying notes are an integral part of these statements.<PAGE>
-2-
OWENS CORNING
SAVINGS AND SECURITY 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 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 6,324,839 9,915,840 2,642,037 2,357,500 3,013,454
Loans to
participants
(Note 3) - - - - -
Accrued interest
income - - - - -
Due from Owens
Corning
(Note 1) 29,832 275,928 24,915 15,245 23,933
-------------- ---------- ----------- ----------- ---------
ASSETS
AVAILABLE
FOR BENEFITS $6,354,671 $10,191,768 $2,666,952 $2,372,745 $3,037,387
============== =========== =========== ============ ==========
</TABLE>
The accompanying notes are an integral part of these statements.<PAGE>
-3-
OWENS CORNING
SAVINGS AND SECURITY 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
---------------------------------------------------------
Diversified Investment Aggressive Loans to
International Grade Growth Partici-
Fund Bond Fund Fund pants Total
---------------------------------------------------------
ASSETS:
Investments (Notes 1 and 2):
Investment in master trust
collective
funds $ - $ - $ - $ - $34,794,790
Investment in
mutual funds 182,618 526,163 1,098,931 - 41,887,739
Loans to
participants
(Note 3) - - - 2,089,171 2,089,171
Accrued
interest income - - - - -
Due from
Owens Corning
(Note 1) 1,655 3,341 4,267 - 483,583
------------ ---------- ---------- ---------- ----------
ASSETS AVAILABLE
FOR BENEFITS $184,273 $529,504 $1,103,198 $2,089,171 $79,255,283
=========== ========== =========== ========== ==========
</TABLE>
The accompanying notes are an integral part of these statements.<PAGE>
-4-
OWENS CORNING
SAVINGS AND SECURITY 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 $ 32,861,871 $ - $ - $ -
Investment in
mutual funds - 13,988,247 1,608,357 1,385,572
Loans to participants
(Note 3) - - - -
Accrued interest
income - - - -
Due from
Owens Corning
(Note 1) 247,940 82,752 10,587 8,524
------------ ------------ ----------- ------------
ASSETS AVAILABLE
FOR BENEFITS $ 33,109,811 $14,070,999 $1,618,944 $1,394,096
============ ============ =========== ============
</TABLE>
The accompanying notes are an integral part of these statements. <PAGE>
-5-
OWENS CORNING
SAVINGS AND SECURITY 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 4,556,444 7,798,845 159,699 895,539 688,375
Loans to
participants
(Note 3) - - - - -
Accrued
interest
income - - - - -
Due from
Owens Corning
(Note 1) 27,894 65,540 1,422 6,243 4,800
-------------- ---------- ----------- ----------- ----------
ASSETS
AVAILABLE
FOR BENEFITS $4,584,338 $7,864,385 $161,121 $901,782 $693,175
============== =========== ============ ========== ===========
</TABLE>
The accompanying notes are an integral part of these statements.<PAGE>
-6-
OWENS CORNING
SAVINGS AND SECURITY 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
--------------------------------------------------------
Diversified Investment Aggressive Loans to
International Grade Growth Partici-
Fund Bond Fund Fund pants Total
--------------------------------------------------------
ASSETS:
Investments (Notes 1 and 2):
Investment in master trust
collective funds $ - $ - $ - $ - $32,861,871
Investment in
mutual funds 67,959 69,832 240,500 - 31,459,369
Loans to
participants (Note 3) - - - 166,760 166,760
Accrued
interest income - - - - -
Due from
Owens Corning
(Note 1) 402 434 1,605 - 458,143
------------ ---------- ----------- ----------- -----------
ASSETS
AVAILABLE
FOR BENEFITS $68,361 $70,266 $242,105 $166,760 $64,946,143
============ ========== =========== ========= =============
</TABLE>
The accompanying notes are an integral part of these statements.
-7-
OWENS CORNING
SAVINGS AND SECURITY 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 $ - $ 895,498 $ 29,790 $ 151,190
Net Interest in
master trust
investment income 1,602,568 - - -
Interest on loans
to participants - 2,905 17 336
Realized gain (loss)
on disposition of
investments - 641,405 216,388 (27,130)
Unrealized appreciation
(depreciation)
of investments - (1,189,724) (146,911) (206,586)
------------ ------------ ------------ ------------
1,602,568 350,084 99,284 (82,190)
------------ ------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 3,749,077 2,533,275 113,604 426,128
Owens Corning 4,412,024 58,269 210 7,695
------------ ------------ ------------ ------------
8,161,101 2,591,544 113,814 433,823
------------ ------------ ------------ ------------
OTHER:
Distributions to
participants
(Note 4) (4,480,525) (1,453,025) (90,664) (134,103)
Election of redistribution
among funds (Note 1) (3,218,097) (980,106) (1,740,311) (181,296)
Transfer from
Predecessor Trustee 2,088 - - -
Participant loan
activity (Note 3) (142,011) (154,105) 156 (8,117)
Administrative
expenses (Note 1) (176,033) (60,544) (1,217) (3,552)
Other (15,616) (168) (6) (668)
------------ ------------ ------------ ------------
(8,030,194) (2,647,948) (1,832,042) (327,736)
------------ ------------ ------------ ------------
Net increase
(decrease) 1,733,475 293,680 (1,618,944) 23,897
------------ ------------ ------------ ------------
ASSETS
AVAILABLE
FOR BENEFITS -
beginning
of year 33,109,811 14,070,999 1,618,944 1,394,096
------------ ------------ ------------ ------------
ASSETS
AVAILABLE
FOR BENEFITS -
end of year $ 34,843,286 $14,364,679 $ - $1,417,993
============ =========== ============ ==========
</TABLE>
The accompanying notes are an integral part of these statements.
-8-
OWENS CORNING
SAVINGS AND SECURITY 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 $ 4,272 $ 115,035 $ 413,174
Net Interest in
master trust
investment income - - -
Interest on loans
to participants 4 1,657 13,036
Realized gain (loss) on
disposition of
investments (10,275) 233,128 -
Unrealized appreciation
(depreciation)
of investments 1,432 978,458 -
------------ ------------ ------------
(4,567) 1,328,278 426,210
---------- ------------- ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 14,316 970,110 1,733,048
Owens Corning 1,147 35,538 404,472
------------ ------------ ------------
15,463 1,005,648 2,137,520
---------- ----------- -------------
OTHER:
Distributions to
participants (Note 4) (615) (685,256) (2,398,438)
Election of redistribution
among funds
(Note 1) 89,939 198,270 1,626,113
Transfer from Predecessor
Trustee - - 620,766
Participant loan
activity (Note 3) (446) (75,251) (85,772)
Administrative
expenses (Note 1) (72) (1,512) (29,980)
(46) 156 30,964
------------ ------------ ------------
88,760 (563,593) (236,347)
------------ ------------ ------------
Net increase (decrease) 99,656 1,770,333 2,327,383
------------ ------------ ------------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year - 4,584,338 7,864,385
------------ ------------ ------------
ASSETS AVAILABLE
FOR BENEFITS -
end of year $99,656 $6,354,671 $10,191,768
============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
-9-
OWENS CORNING
SAVINGS AND SECURITY 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 $ 246,459 $ 112,219 $ 104,605 $ 6,601
Net Interest in
master trust
investment income - - - -
Interest on loans
to participants 1,079 485 3,049 32
Realized gain (loss)
on disposition of
investments (8,123) 10,887 30,045 (1,575)
Unrealized appreciation
(depreciation)
of investments (15,863) 238,478 386,050 5,276
------------ ------------ ------------ ------------
223,552 362,069 523,749 10,334
------------ ------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 558,087 554,126 578,979 77,159
Owens Corning 31,862 20,118 31,418 2,609
------------ ------------ ------------ ------------
589,949 574,244 610,397 79,768
------------ ------------ ------------ ------------
OTHER:
Distributions to
participants (Note 4) (240,782) (165,029) (271,568) (10,689)
Election of redistribution
among funds (Note 1) 1,705,867 705,307 1,251,259 36,690
Transfer from
Predecessor Trustee 280,963 - 330,435 -
Participant loan
activity (Note 3) (49,213) (2,185) (97,203) (151)
Administrative
expenses (Note 1) (4,417) (3,002) (2,784) (36)
Other (88) (441) (73) (4)
------------ ------------ ------------ ------------
1,692,330 534,650 1,210,066 25,810
------------ ------------ ------------ ------------
Net increase (decrease) 2,505,831 1,470,963 2,344,212 115,912
------------ ------------ ------------ ------------
ASSETS AVAILABLE FOR BENEFITS -
beginning of year 161,121 901,782 693,175 68,361
------------ ------------ ------------ ------------
ASSETS AVAILABLE
FOR BENEFITS -
end of year $2,666,952 $2,372,745 $3,037,387 $184,273
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
-10-
OWENS CORNING
SAVINGS AND SECURITY 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 $ 23,113 $ 65,757 - $2,167,713
Net Interest in
master trust
investment income - - - 1,602,568
Interest on loans
to participants 303 1,186 - 24,089
Realized gain (loss)
on disposition of
investments 4,279 16,822 - 1,105,851
Unrealized appreciation
(depreciation)
of investments 1,556 202,540 - 254,706
------------ ------------ ------------ ------------
29,251 286,305 - 5,154,927
------------ ------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 93,936 202,847 - 11,604,692
Owens Corning 3,384 5,619 - 5,014,365
------------ ------------ ----------- -----------
97,320 208,466 - 16,619,057
------------- ------------ ----------- --------------
OTHER:
Distributions
to participants
(Note 4) (108,541) (144,841) (10,320) (10,194,396)
Election of
redistribution
among funds (Note 1) 287,231 219,134 - -
Transfer from Predecessor
Trustee 175,617 357,020 - 1,766,889
Participant loan
activity (Note 3) (20,881) (63,998) 699,177 -
Administrative
expenses (Note 1) (937) (1,356) - (285,442)
Other 178 363 1,233,554 1,248,105
------------ ------------ ------------ ------------
332,667 366,322 1,922,411 (7,464,844)
------------ ------------ ------------ ------------
Net increase
(decrease) 459,238 861,093 1,922,411 14,309,140
------------ ------------ ------------ ------------
ASSETS
AVAILABLE
FOR BENEFITS -
beginning of year 70,266 242,105 166,760 64,946,143
------------ ------------ ------------ ------------
ASSETS
AVAILABLE
FOR BENEFITS -
end of year $ 529,504 $1,103,198 $2,089,171 $79,255,283
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-11-
OWENS CORNING
SAVINGS AND SECURITY 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 7
Supplemental Information By Fund
-----------------------------------------------------------
Company Dodge Templeton
Stock Acorn & Cox Foreign
Fund Fund Fund Fund
----------------------------------------------------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 56,759 $1,287,975 $ 101,954 $ 141,654
Net interest in
master trust
investment income
(loss) 1,162,956 (2,890,312) (66,671) (76,518)
Interest on loans
to participants 209 285 60 99
Realized gain (loss)
on disposition of
investments 160,982 628,425 48,729 60,722
Unrealized appreciation
(depreciation)
of investments (7,897,539) 3,666,205 135,802 (17,862)
------------ ------------ ------------ ------------
(6,516,633) 2,692,578 219,874 108,095
------------ ------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 4,956,369 2,528,062 436,270 468,177
Owens Corning 3,575,058 3,547 1,462 494
------------ ------------ ------------ -----------
8,531,427 2,531,609 437,732 468,671
------------ ------------ ------------ ------------
OTHER:
Distributions to
participants (Note 4) (3,429,661) (1,213,049) (186,640) (175,389)
Election of redistribution
among funds (Note 1) (1,389,796) (133,548) 387,340 (17,776)
Administrative
expenses (Note 1) (138,861) (40,964) (2,997) (2,579)
Participant loan
activity (Note 3) 905 1,762 66 (81)
Other (671,121) (52,564) 23,861 (27,146)
------------ ------------ ------------ ------------
(5,628,534) (1,438,363) 221,630 (222,971)
------------ ------------ ------------ ------------
Net increase
(decrease) (3,613,740) 3,785,824 879,236 353,795
------------ ------------ ------------ ------------
ASSETS
AVAILABLE
FOR BENEFITS -
beginning of year 36,723,551 10,285,175 739,708 1,040,301
------------ ------------ ------------ ------------
ASSETS
AVAILABLE
FOR BENEFITS -
end of year $33,109,811 $14,070,999 $1,618,944 $1,394,096
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.<PAGE>
-12-
OWENS CORNING
SAVINGS AND SECURITY 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 $ - $ - $ 71,014 $ 298,859
Net interest in
master trust
investment
income (loss) 140,856 63,009 - -
Interest on
loans to participants - - 382 8,941
Realized gain
(loss) on
disposition of
investments - - 74,962 -
Unrealized appreciation
(depreciation)
of investments - - 699,339 (3,695)
------------ ------------ ------------ ------------
140,856 63,009 845,697 304,105
---------- ----------- ----------- ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 193,540 414,641 658,774 1,308,893
Owens Corning - - 1,979 21,375
----------- ----------- ----------- -------------
193,540 414,641 660,753 1,330,268
---------- ----------- ----------- -------------
OTHER:
Distributions to
participants (Note 4) (171,769) (364,287) (262,490) (1,083,753)
Election of
redistribution
among funds (Note 1) (3,071,413) (7,217,851) 3,270,208 6,632,380
Administrative
expenses (Note 1) (4,193) (8,484) (511) (16,028)
Participant loan
activity (Note 3) - - 1,198 (19,659)
Other (486) (194) 69,483 717,072
------------ ------------ ------------ ------------
(3,247,861) (7,590,816) 3,077,888 6,230,012
------------ ------------ ------------ ------------
Net increase
(decrease) (2,913,465) (7,113,166) 4,584,338 7,864,385
------------ ------------ ------------ ------------
ASSETS
AVAILABLE
FOR BENEFITS -
beginning of year 2,913,465 7,113,166 - -
------------ ------------ ------------ ------------
ASSETS
AVAILABLE
FOR BENEFITS -
end of year $ - $ - $4,584,338 $7,864,385
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-13-
OWENS CORNING
SAVINGS AND SECURITY 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 Blue
and Chip Diversified
Puritan Income Growth International
Fund Portfolio Fund Fund
-------------------------------------------------------
INVESTMENT INCOME (Note 2):
Interest and
dividends $ 9,475 $ 28,984 $ 28,743 $ 2,179
Net interest in master trust
investment income (loss) - - - -
Interest on loans
to participants 83 148 685 -
Realized gain
(loss) on
disposition of
investments 745 3,720 3,413 (219)
Unrealized
appreciation
(depreciation)
of investments (280) 35,804 14,324 (2,797)
------------ ------------ ------------ ------------
10,023 68,656 47,165 (837)
------------ ------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 43,161 173,255 148,850 30,730
Owens Corning 327 1,133 1,150 37
------------ ------------ ----------- ------------
43,488 174,388 150,000 30,767
------------ ------------ ------------ ------------
OTHER:
Distributions to
participants
(Note 4) (5,963) (14,418) (22,880) (2,834)
Election of
redistribution
among funds
(Note 1) 113,498 655,616 480,032 41,286
Administrative
expenses (Note 1) (225) (830) (593) (21)
Participant loan
activity (Note 3) 300 (5,083) (10,076) -
Other - 23,453 49,527 -
------------ ------------ ------------ ------------
107,610 658,738 496,010 38,431
------------ ------------ ------------ ------------
Net increase
(decrease) 161,121 901,782 693,175 68,361
------------ ------------ ------------ ------------
ASSETS
AVAILABLE
FOR BENEFITS -
beginning of year - - - -
------------ ------------ ----------- ------------
ASSETS
AVAILABLE
FOR BENEFITS -
end of year $ 161,121 $ 901,782 $ 693,175 $ 68,361
============ ============ ============ ============
</TABLE>
The accompanying notes are an integral part of these statements.
<PAGE>
-14-
OWENS CORNING
SAVINGS AND SECURITY 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
------------------------------------------------------
Investment Aggressive Loans to
Grade Growth Partici-
Bond Fund Fund pants Total
------------------------------------------------------
INVESTMENT INCOME (Note 2):
Interest and dividends $ 1,339 $ 46,219 - $2,075,154
Net interest in
master trust
investment income
(loss) - - - (1,666,680)
Interest on loans
to participants 39 94 - 11,025
Realized gain
(loss) on disposition
of investments - 1,359 - 982,838
Unrealized appreciation
(depreciation) of
investments 950 (42,502) - (3,412,251)
------------ ------------ ------------ ------------
2,328 5,170 - (2,009,914)
------------ ------------ ------------ ------------
CONTRIBUTIONS (Notes 1 and 4):
Participants 16,164 47,210 - 11,424,096
Owens Corning 69 145 - 3,606,776
------------ ------------ ------------ ------------
16,233 47,355 - 15,030,872
------------ ------------ ------------ ------------
OTHER:
Distributions to
participants (Note 4) (187) (3,410) (9,559) (6,946,289)
Election of
redistribution among
funds (Note 1) 51,682 198,342 - -
Administrative
expenses (Note 1) (98) (137) - (216,521)
Participant loan
activity (Note 3) 308 244 30,116 -
Other - (5,459) 146,203 272,629
------------ ------------ ------------- ------------
51,705 189,580 166,760 (6,890,181)
------------ ------------ ------------- ------------
Net increase
(decrease) 70,266 242,105 166,760 6,130,777
------------ ------------ ------------ ------------
ASSETS
AVAILABLE
FOR BENEFITS -
beginning of year - - - 58,815,366
------------ ------------ ----------- ------------
ASSETS
AVAILABLE
FOR BENEFITS -
end of year $ 70,266 $ 242,105 $ 166,760 $ 64,946,143
============ ============ =========== ============
</TABLE>
The accompanying notes are an integral part of these statements.
-15-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING
POLICIES
Operations of the Plan
- -----------------------
The Owens Corning Savings and Security Plan (the Plan)
principally benefits designated groups of employees of Owens
Corning and certain subsidiaries (the Company). An eligible
employee may elect to enroll in the Plan at any time.
Effective April 1, 1997, the Company changed the Plan's trustee
from Citibank N.A., New York to Fidelity Management Trust Company
(the Trustee). The change resulted in the liquidation of two
investment options and the addition of eight investment options.
Administrative expenses of the Plan are charged to the Plan and
include professional fees, accounting and other administrative
expenses.
The following descriptions of the Plan provide only general
information. Participants should refer to the Plan agreement for
a more complete description of the Plan provisions.
Plan Contributions
- ------------------
Participants may contribute up to 15% of their base pay to the
Plan. All or a portion of the participants' contributions may be
designated at the participants' option as deferred income which,
pursuant to Section 401(k) of the Internal Revenue Code, is not
subject to Federal income tax until such amounts are distributed
to the participants. The Plan requires remittance of participant
contributions to the Trustee as soon as deducted from the
participants' paychecks.
The Company matches participant contributions at various
negotiated rates. The Company may, at its discretion, make an
annual profit sharing contribution to the Plan. The Company made
a profit sharing contribution of approximately $484,000 and
$458,000 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.
-16-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING
POLICIES (continued)
Plan Investment Options
- -----------------------
Each participant elects to have his contribution invested in
increments among the investment funds made available under the
Plan. In 1998, the Dodge & Cox Balanced Fund was eliminated as
an investment option in the Savings and Security 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.
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.
-17-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING
POLICIES (continued)
Puritan Fund
------------
Primarily invests in high-yielding U.S. and foreign
securities, common and preferred stocks, and bonds of any
quality or maturity.
Growth and Income Portfolio
---------------------------
Primarily invests in U.S. and foreign stocks.
Blue Chip Growth Fund
---------------------
Primarily invests in common stocks of well-known and
established companies and companies with strong earnings and
future growth potential.
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.
-18-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(1) SUMMARY OF SIGNIFICANT PROVISIONS OF THE PLAN AND ACCOUNTING
POLICIES (continued)
Participants may change their investment options and contribution
rate on a 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:
<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
--- --- ------ --------- ------ --------
5,887 2,302 1,349 3,204 33 608
Growth Blue
and Chip Aggressive Diversified Investment
Puritan Income Growth Growth International Grade Bond
Fund Portfolio Fund Fund Fund Fund
- -------- --------- ----- ------- ------------- ----------
1,212 561 716 303 126 137
</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.
-19-
OWENS CORNING
SAVINGS AND SECURITY 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. Investments in mutual fund
holdings were commingled for investment purposes.
Beginning April 1, 1997, investments in the Company Stock Fund
are held in the Owens Corning Stock Fund Master Trust (Stock
Trust) maintained by the Trustee for the Plan and another savings
plan of the Company. Investments in mutual funds previously held
in the Savings Trust are now separately identified to the Plan.
-20-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(2) INVESTMENTS (continued)
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 & 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 .225
Money Market 1,971,992 1,971,992 1,971,992 .225
Interest and Dividend
Receivable 399,953 .225
-------------
Total Assets 155,398,060
-------------
LIABILITIES:
Payables 524,555 .225
-------------
PARTICIPATING PLANS' EQUITY $ 154,873,505
=============
</TABLE>
-21-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
<TABLE>
<S> <C>
1998
Company Stock Fund
------------------
INVESTMENT INCOME:
Interest 115,873
Dividends 1,435,553
Realized gain on disposition
of Investments 19,615,991
Investments
Change in unrealized
appreciation of (10,772,259)
investments
----------
10,395,158
==========
Plan Interest .154
</TABLE>
-22-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(2) INVESTMENTS (continued)
Investments are reported at quoted market value in all funds.
Unrealized appreciation (depreciation) of investments is
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 disposition of investments is computed
using average cost.
(3) LOANS
Loan balances represent rollovers from acquisitions made by the
Company. No new loans were made to active participants during
January 1, 1997 through August 31, 1998, as there was no
provision in the Plan to do so. Effective September 1, 1998, non-
union employees and union employees at the Hebron, Ohio location
may obtain loans from the Plan. Other union employees may obtain
loans from the Plan following the first re-negotiation of their
applicable collective bargaining agreement after September 1,
1998. Interest payments are reflected as income in the
appropriate Fund in accordance with the participants' current
investment election.
The maximum amount participants 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
interests 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.
-23-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(4) VESTING, FORFEITURES AND DISTRIBUTIONS
Participants become 100% vested in Company contributions and
earnings thereon after five years of completed service at a rate
of 20% per year. Certain participants become 100% vested after
three years of service. Such amounts also become fully vested
upon the participant attaining 65 years of age with five years of
service, termination of the participant's employment due to
retirement, disability or death, involuntary termination of the
participant's employment (other than for cause), termination of
the Plan, or permanent discontinuance of the prescribed Company
contributions to the Plan. Such vested contributions and
earnings thereon are automatically distributable after
termination and upon attaining 65 years of age or death,
whichever is earlier. If termination of employment occurs for
any reason other than attaining 65 years of age or death, the
participant's account will become distributable at 65 years of
age or death unless an election for immediate distribution is
filed within 90 days of termination with the Plan administrator.
Participants may make certain withdrawals from their accounts.
After-tax contributions and the related earnings are eligible for
withdrawal up to two times each calendar year, once between
January 1 and June 30 of the year, and again between July 1 and
December 31 of the year. Participants over age 65 may make
withdrawals of Company contributions during the same periods. No
other withdrawals of Company contributions can be made during
employment.
Participants aged 59-1/2, or older, may withdraw all or a portion
of their before-tax contributions. Otherwise, before-tax
contributions may be withdrawn only under serious financial
hardship. Earnings credited to the before-tax contributions
before 1989, if any, are not available for withdrawal.
Participants may elect to receive their distribution from the
Company Stock Fund in the form of cash or Company stock. Stock
distributions totaled 461,774 shares of stock valued at
$4,310,000 in 1998. Stock distributions for the first three
months of 1997 from the Company Stock Fund totaled 7,143 shares
of stock valued at $276,000. Stock distributions for the nine
months ended December 31, 1997 from the Stock Trust totaled
119,160 shares of stock valued at $4,674,000.
-24-
OWENS CORNING
SAVINGS AND SECURITY PLAN
NOTES TO FINANCIAL STATEMENTS
(continued)
(5) PLAN MERGERS
In 1998, three subsidiary plans merged into the Savings and
Security Plan (SSP). Effective January 1, 1998 the Partek
Insulations, Inc. 401(k) Plan merged into the Savings and
Security Plan. The OCFL 401(k) Savings Plan (Hebron location) and
the OCFL Money Purchase Pension Plan merged into the Plan
effective July 1, 1998. On each of the effective dates, all
amounts were transferred to the SSP and each employee was 100%
vested in the amounts under the prior plan.
(6) SUBSEQUENT EVENT
Effective January 1, 1999, the following subsidiaries' plans
merged into the Savings and Security Plan: AmeriMark Building
Products, Inc. Hourly Employees Retirement Plan; Employees'
Savings Plan for AmeriMark Building Products, Inc. and
Subsidiaries; Fabwel, Inc. 401(k) Plan; Falcon Foam Corporation
Retirement Savings Plan (Falcon of California only) and the
Fibreboard Corporation 401(k) Retirement Plan. Employees will be
100% vested in the amounts transferred under the prior plans.
During 1999, in connection with these mergers, assets totaling
approximately $20,000,000 will be transferred into the Plan.
</page>
-25-
OWENS CORNING
SAVINGS AND SECURITY PLAN
Schedule I
EIN: 34-4323452 PLAN: 014
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 Acorn Fund $11,850,195 $14,315,164
Trust Company Low-Priced Stock Fund $ 97,930 $ 99,361
Templeton Foreign Fund $ 1,635,915 $ 1,411,832
Puritan Fund $ 2,658,180 $ 2,642,037
Investment Grade Bond Fund $ 523,663 $ 526,163
Growth and Income Fund $ 2,083,216 $ 2,357,500
Blue Chip Growth Fund $ 2,613,080 $ 3,013,454
Aggressive Growth Fund $ 938,893 $ 1,098,931
Diversified International
Fund $ 180,138 $ 182,618
Retirement Money Market
Fund $ 9,915,840 $ 9,915,840
Spartan U.S. Equity Index
Fund $ 4,554,370 $ 6,324,839
*Fidelity Management Participant loans $ 2,089,171 $ 2,089,171
Trust Company
*Fidelity Management Investment in Stock Trust
Trust Company collective funds $37,045,493 $34,794,790
----------- -----------
Total $76,186,084 $78,771,700
=========== ===========
* Represents a party in interest
</TABLE>
-26-
OWENS CORNING
SAVINGS AND SECURITY PLAN
Schedule II
EIN: 34-4323452 PLAN: 014
Item 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
AS OF DECEMBER 30, 1998
<TABLE>
<S> <C> <C> <C>
Party Description Trans- Purchase
Involved of Assets actions Price
- -------- ----------- ------- --------
*Fidelity Acorn 250 $5,633,619
Management Fund
Trust Company
Current Value
Sales Cost of at Transaction Net
Price Asset Date Gain
- ----- ------- -------------- ----
$ N/A $5,633,619 $5,633,619 $ -
</TABLE>
<TABLE>
<S> <C> <C> <C>
Party Description Trans- Purchase
Involved of Assets actions Price
- -------- ----------- ------- --------
*Fidelity Acorn 244 $ N/A
Management Fund
Trust Company
Current Value
Sales Cost of at Transaction Net
Price Asset Date Gain
- ----- ------ -------------- ----
$4,758,382 $4,116,977 $4,758,382 $641,405
</TABLE>
<TABLE>
<S> <C> <C> <C>
Party Description Trans- Purchase
Involved of Assets actions Price
- -------- ----------- ------- --------
*Fidelity Stock Trust 250 $14,039,915
Management Collective
Trust Company Funds
Current Value
Sales Cost of at Transaction Net
Price Asset Date Gain
- ----- ------- -------------- ----
N/A $14,039,915 $14,039,915 -
</TABLE>
<TABLE>
<S> <C> <C> <C>
Party Description Trans- Purchase
Involved of Assets actions Price
- -------- ----------- ------- --------
*Fidelity Stock Trust 250 N/A
Management Collective
Trust Funds
Company
Current Value
Purchase Cost of at Transaction Net
Price Asset Date Gain
- -------- ------- -------------- ----
$13,439,059 $12,623,673 $13,439,059 $815,386
</TABLE>
<TABLE>
<S> <C> <C> <C>
Party Description Trans- Purchase
Involved of Assets actions Price
- -------- ----------- ------- --------
*Fidelity Puritan 234 $3,113,266
Management Fund
Trust
Company
Current Value
Sales Cost of at Transaction Net
Price Asset Date Gain
- ----- ------ -------------- ----
N/A $3,113,266 $3,113,266 -
</TABLE>
<TABLE>
<S> <C> <C> <C>
Party Description Trans- Purchase
Involved of Assets actions Price
- -------- ----------- ------- --------
*Fidelity Blue 245 $4,894,564
Management Chip
Trust Fund
Company
Current Value
Sales Cost of at Transaction Net
Price Asset Date Gain
- ----- ---------- -------------- ------
N/A $4,894,564 $4,894,564 -
</TABLE>
<TABLE>
<S> <C> <C> <C>
Party Description Trans- Purchase
Involved of Assets actions Price
- -------- ----------- ------- --------
*Fidelity Retirement 253 $9,626,238
Management Money Market
Trust Portfolio
Company
Current Value
Sales Cost of at Transaction Net
Price Asset Date Gain
- ----- ------- -------------- ----
N/A $9,626,238 $9,626,238 -
</TABLE>
<TABLE>
<S> <C> <C> <C>
Party Description Trans- Purchase
Involved of Assets actions Price
- -------- ----------- ------- --------
*Fidelity Retirement 248 N/A
Management Money
Trust Market
Company Portfolio
Current Value
Sales Cost of at Transaction Net
Price Asset Date Gain
- ----- ------- -------------- ----
$7,509,243 $7,509,243 $7,509,243 -
</TABLE>
* Represents a party in interest
EXHIBIT 99
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference of our report, dated June 25,
1999, included in the Owens Corning Savings and Security
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
