10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012

or

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to             

Commission File Number: 1-33100

Owens Corning

(Exact name of registrant as specified in its charter)

Delaware	43-2109021
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
One Owens Corning Parkway, Toledo, OH	43659
(Address of principal executive offices)	(Zip Code)

(419) 248-8000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
Common Stock, par value $0.01 per share	New York Stock Exchange
Series A Warrants	—
Series B Warrants	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  þ    No    ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes    ¨    No  þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  þ    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  þ    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.    þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer  þ      Accelerated filer  ¨      Non-accelerated filer  ¨      Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  þ

On June 30, 2012, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of $0.01 par value common stock (the voting stock of the registrant) held by non-affiliates (assuming for purposes of this computation only that the registrant had no affiliates) was approximately $3,399,539,760.

As of January 31, 2013, 118,271,623 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Owens Corning’s proxy statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held on April 18, 2013 (the “2013 Proxy Statement”) are incorporated by reference into Part III hereof.

		Page
PART I
ITEM 1.	Business		1
	Overview		1
	Segment overview		1
	General		3
	Availability of information		5
ITEM 1A.	Risk factors		6
ITEM 1B.	Unresolved staff comments		14
ITEM 2.	Properties		15
ITEM 3.	Legal proceedings		16
ITEM 4.	Mine safety disclosures		16
	Executive officers of Owens Corning		17
PART II
ITEM 5.	Market for Owens Corning’s common equity, related stockholder matters and issuer purchases of equity securities		18
ITEM 6.	Selected financial data		20
ITEM 7.	Management’s discussion and analysis of financial condition and results of operations		22
ITEM 7A.	Quantitative and qualitative disclosures about market risk		40
ITEM 8.	Financial statements and supplementary data		42
ITEM 9.	Changes in and disagreements with accountants on accounting and financial disclosure		42
ITEM 9A.	Controls and procedures		42
ITEM 9B.	Other information		42
PART III
ITEM 10.	Directors, executive officers and corporate governance		43
ITEM 11.	Executive compensation		43
ITEM 12.	Security ownership of certain beneficial owners and management and related stockholder matters		43
ITEM 13.	Certain relationships, related transactions and director independence		43
ITEM 14.	Principal accounting fees and services		44
PART IV
ITEM 15.	Exhibits and financial statement schedules		45
	Signatures		46
	Index to Consolidated Financial Statements		48
	Management’s Report on Internal Control Over Financial Reporting		49
	Report of Independent Registered Public Accounting Firm		50
	Consolidated Financial Statements		51
	Notes to Consolidated Financial Statements		56
	Index to Consolidated Financial Statement schedule		108
	Schedule II		109
	Exhibit index		110

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PART I

ITEM 1. BUSINESS

OVERVIEW

Owens Corning was founded in 1938. Since then the Company has continued to grow as a market-leading innovator of glass fiber technology. Owens Corning is a world leader in composite and building materials systems, delivering a broad range of high-quality products and services. Our products range from glass fiber used to reinforce composite materials for transportation, electronics, marine, infrastructure, wind-energy and other high-performance markets to insulation and roofing for residential, commercial and industrial applications.

Unless the context indicates otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning and its subsidiaries. References to a particular year mean the Company’s year commencing on January 1 and ending on December  31 of that year.

SEGMENT OVERVIEW

We operate within two segments: Composites, which includes our Reinforcements and Downstream businesses; and Building Materials, which includes our Insulation and Roofing businesses. Our Composites and Building Materials reportable segments accounted for approximately 35% and 65% of our total reportable segment net sales, respectively, in 2012.

Note 2 to the Consolidated Financial Statements contains information regarding net sales to external customers and total assets attributable to each of Owens Corning’s reportable segments and geographic regions, earnings before interest and taxes for each of Owens Corning’s reportable segments, and information concerning the dependence of our reportable segments on foreign operations, for each of the years 2012, 2011 and 2010.

Composites

Owens Corning glass fiber materials can be found in over 40,000 end-use applications within seven primary markets: power and energy, housing, water distribution, industrial, transportation, consumer and aerospace/military. Such end-use applications include pipe, roofing shingles, sporting goods, computers, telecommunications cables, boats, aircraft, defense, automotive, industrial containers and wind-energy. Our products are manufactured and sold worldwide. We primarily sell our products directly to parts molders and fabricators. Within the building and construction market, our Composites segment sells glass fiber and/or glass mat directly to a small number of major shingle manufacturers, including our own Roofing business.

Our Composites segment is comprised of our Reinforcements and Downstream businesses. Within the Reinforcements business, the Company manufactures, fabricates and sells glass reinforcements in the form of fiber. Within the Downstream business, the Company manufactures and sells glass fiber products in the form of fabrics, mat, veil and other specialized products.

Demand for composites is driven by general global economic activity and, more specifically, by the increasing replacement of traditional materials such as aluminum, wood and steel with composites that offer lighter weight, improved strength, lack of conductivity and corrosion resistance. We estimate that over the last 15 years, on average, annual global demand for composite materials grew at about 1.5 times global GDP.

We compete with composite manufacturers worldwide. According to various industry reports and Company estimates, our Composites segment is a world leader in the production of glass fiber reinforcement materials. Primary methods of competition include innovation, quality, customer service and global geographic reach. For our commodity products, price is also a method of competition. Significant competitors to the Composites

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ITEM 1. BUSINESS (continued)

segment include China Fiberglass Co., Ltd., Chongqing Polycom International Corporation Ltd (CPIC), PPG Industries, Taishan Glass Fiber Co., Ltd, and Johns Manville.

Our manufacturing operations in this segment are generally continuous in nature, and we warehouse much of our production prior to sale since we operate primarily with short delivery cycles.

Building Materials

Our Building Materials reportable segment is comprised of the following businesses:

Insulation

Our insulating products help customers conserve energy, provide improved acoustical performance and offer convenience of installation and use, making them a preferred insulating product for new home construction and remodeling. These products include thermal and acoustical batts, loose fill insulation, foam sheathing and accessories, and are sold under well-recognized brand names and trademarks such as Owens Corning PINK^® FIBERGLAS™ Insulation. We sell our insulation products primarily to insulation installers, home centers, lumberyards, retailers and distributors in the United States and Canada.

Demand for Owens Corning’s insulating products is driven by new residential construction, remodeling and repair activity, commercial and industrial construction activity, increasingly stringent building codes and the growing need for energy efficiency. Sales in this business typically follow seasonal home improvement, remodeling and renovation and new construction industry patterns. Demand for new residential construction typically follows on a three-month lagged basis. The peak season for home construction and remodeling in our geographic markets generally corresponds with the second and third calendar quarters, and therefore, our sales levels are typically higher during the second half of the year.

Our Insulation business competes primarily with manufacturers in the United States. According to various industry reports and Company estimates, Owens Corning is North America’s largest producer of residential, commercial and industrial insulation, and the second-largest producer of extruded polystyrene foam insulation. Principal methods of competition include innovation and product design, service, location, quality, price and compatibility of systems solutions. Significant competitors in this business include CertainTeed Corporation, Johns Manville, Dow Chemical and Knauf Insulation.

Our Insulation business includes a diverse portfolio with a geographic mix of United States, Canada, Asia-Pacific, Europe and Latin America, a market mix of residential, commercial, industrial and other markets, and a channel mix of retail, contractor and distribution.

Working capital practices for this business historically has followed a seasonal cycle. Typically, our insulation plants run continuously throughout the year. This production plan, along with the seasonal nature of the business, generally results in higher finished goods inventory balances in the first half of the year. Since sales increase during the second half of the year, our accounts receivable balances are typically higher during this period.

Roofing

Our primary products in the Roofing business are laminate and strip asphalt roofing shingles. Other products include oxidized asphalt and roofing accessories. We have been able to meet the growing demand for longer lasting, aesthetically attractive laminate products with modest capital investment.

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ITEM 1. BUSINESS (continued)

We sell shingles and roofing accessories primarily through home centers, lumberyards, retailers, distributors and contractors in the United States and sell other asphalt products internally to manufacture residential roofing products and externally to other roofing manufacturers. We also sell asphalt to roofing contractors and distributors for built-up roofing asphalt systems and to manufacturers in a variety of other industries, including automotive, chemical, rubber and construction.

Demand for products in our Roofing business is generally driven by both residential repair and remodeling activity and by new residential construction. Roofing damage from strong storms can significantly increase demand in this business. As a result, sales in this segment do not always follow seasonal home improvement, remodeling and new construction industry patterns as closely as our Insulation business.

Our Roofing business competes primarily with manufacturers in the United States. According to various industry reports and Company estimates, Owens Corning’s Roofing business is the second largest producer of asphalt roofing shingles in the United States. Principal methods of competition include innovation and product design, proximity to customers and quality. Significant competitors in the Roofing business include GAF-ELK, CertainTeed Corporation and TAMKO.

Our manufacturing operations are generally continuous in nature, and we warehouse much of our production prior to sale since we operate with relatively short delivery cycles. One of the raw materials important to this business is sourced from a sole supplier. We have a long-term supply contract for this material, and have no reason to believe that any availability issues will exist. If this supply was to become unavailable, our production could be interrupted until such time as the supplies again became available or the Company reformulated its products. Additionally, the supply of asphalt, another significant raw material in this segment, has been constricted at times. Although this has not caused an interruption of our production in the past, prolonged asphalt shortages would restrict our ability to produce products in this business.

GENERAL

Major Customers

No one customer accounted for more than 10% of our consolidated net sales for 2012. A significant portion of the net sales in our Building Materials segment is generated from large United States home improvement retailers.

Patents and Trademarks

Owens Corning continuously works toward improving products and processes. Because of this continuous innovation process, patents and trademarks play a key role in each of our businesses. Owens Corning has numerous United States and foreign patents and trademarks issued and applied for relating to products and processes in each business, resulting from research and development efforts. Owens Corning does not expect the expiration of existing patents and trademarks to have a material adverse affect on the business as a whole.

Through continuous and extensive use of the color PINK since 1956, Owens Corning became the first owner of a single color trademark registration in the United States. For over 25 years, Owens Corning has licensed from Metro-Goldwyn-Mayer Studios Inc. (the owner of the Pink Panther character) the exclusive right to use the Pink Panther in all of our major market segments and we make extensive use of the Pink Panther character in the marketing of our products. We believe our PINK trademark and the Pink Panther character are some of the most widely recognized marks in the building products industry.

We have issued royalty-bearing patent licenses to companies in several foreign countries.

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ITEM 1. BUSINESS (continued)

Including registered trademarks for the Owens Corning logo and the color PINK, Owens Corning has approximately 250 trademarks registered in the United States and approximately 1,500 trademarks registered in other countries. Owens Corning has approximately 400 patents in the United States and approximately 1,300 patents issued in other countries.

Backlog

Our customer volume commitments are generally short-term, and we do not have a significant backlog of orders.

Research and Development

The Company’s research and development expense during each of the last three years is presented in the table below (in millions):

Period	Research and Development Expense
Twelve Months Ended December 31, 2012	$	79
Twelve Months Ended December 31, 2011	$	77
Twelve Months Ended December 31, 2010	$	76

Environmental Control

Owens Corning is committed to complying with all environmental laws and regulations that are applicable to our operations. We are dedicated to continuous improvement in our environmental, health and safety performance.

We have not experienced a material adverse effect upon our capital expenditures or competitive position as a result of environmental control legislation and regulations. Operating costs associated with environmental compliance were approximately $33 million in 2012. We continue to invest in equipment and process modifications to remain in compliance with applicable environmental laws and regulations worldwide.

Our manufacturing facilities are subject to numerous national, state and local environmental protection laws and regulations. Regulatory activities of particular importance to our operations include those addressing air pollution, water pollution, waste disposal and chemical control. The most significant current regulatory activity is the United States Environmental Protection Agency’s ongoing evaluation of the past air emission and air permitting activities of the glass industry, including fiberglass insulation. We expect passage and implementation of new laws and regulations specifically addressing climate change, toxic air emissions, ozone forming emissions and fine particulate during the next two to five years. However, based on information known to the Company, including the nature of our manufacturing operations and associated air emissions, at this time we do not expect any of these new laws, regulations or activities to have a material adverse effect on our results of operations, financial condition or long-term liquidity.

We have been deemed by the United States Environmental Protection Agency to be a Potentially Responsible Party (“PRP”) with respect to certain sites under the Comprehensive Environmental Response Compensation and Liability Act. We have also been deemed a PRP under similar state or local laws and in other instances other PRPs have brought suits against us as a PRP for contribution under such federal, state, or local laws. At December 31, 2012, we had environmental remediation liabilities as a PRP at 19 sites where we have a continuing legal obligation to either complete remedial actions or contribute to the completion of remedial actions as part of a group of PRPs. For these sites we estimate a reserve to reflect environmental liabilities that have been asserted or are probable of assertion, in which liabilities are probable and reasonably estimable. At December 31, 2012, our reserve for such liabilities was $7 million.

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ITEM 1. BUSINESS (continued)

Number of Employees

As of December 31, 2012 Owens Corning had approximately 15,000 employees. Approximately 7,100 of such employees are subject to collective bargaining agreements. We believe that our relations with employees are good.

AVAILABILITY OF INFORMATION

Owens Corning makes available, free of charge, through its website the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission. These documents are available through the Investor Relations page of the Company’s website at www.owenscorning.com.

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ITEM 1A. RISK FACTORS

RISKS RELATED TO OUR BUSINESS AND OUR INDUSTRY

Low levels of residential or commercial construction activity can have a material adverse impact on our business and results of operations.

A portion of our products are used in the markets for residential and commercial construction, repair and improvement, and demand for certain of our products is affected in part by the level of new residential construction in the United States, although typically not until a number of months after the change in the level of construction. Historically, construction activity has been cyclical and is influenced by prevailing economic conditions, including the level of interest rates and availability of financing and other factors outside our control.

Worldwide economic conditions and credit tightening could have a material adverse impact on the Company.

The Company’s business may be adversely impacted by changes in United States or global economic conditions, including inflation, deflation, interest rates, availability of capital, consumer spending rates, energy availability and costs, and the effects of governmental initiatives to manage economic conditions. Volatility in financial markets and the deterioration of national and global economic conditions could materially adversely impact the Company’s operations, financial results and/or liquidity including as follows:

• the financial stability of our customers or suppliers may be compromised, which could result in additional bad debts for the Company or non-performance by suppliers;

• one or more of the financial institutions syndicated under the Credit Agreement applicable to our committed senior revolving credit facility may cease to be able to fulfill their funding obligations, which could materially adversely impact our liquidity;

• it may become more costly or difficult to obtain financing or refinance the Company’s debt in the future;

• the value of the Company’s assets held in pension plans may decline; and/or

• the Company’s assets may be impaired or subject to write down or write off.

Uncertainty about global economic conditions may cause consumers of our products to postpone spending in response to tighter credit, negative financial news and/or declines in income or asset values. This could have a material adverse impact on the demand for our products and on our financial condition and operating results. A deterioration of economic conditions would likely exacerbate these adverse effects and could result in a wide-ranging and prolonged impact on general business conditions, thereby negatively impacting our operations, financial results and/or liquidity.

We face significant competition in the markets we serve and we may not be able to compete successfully.

All of the markets we serve are highly competitive. We compete with manufacturers and distributors, both within and outside the United States, in the sale of building products and composite products. Some of our competitors may have superior financial, technical, marking and other resources than we do. In some cases, we face competition from manufacturers in countries able to produce similar products at lower costs. We also face competition from the introduction by competitors of new products or technologies that may address our customers’ needs in a better manner, whether based on considerations of pricing, usability, effectiveness, sustainability or other features or benefits. If we are not able to successfully commercialize our innovation

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ITEM 1A. RISK FACTORS (continued)

efforts, we may lose market share. Price competition or overcapacity may limit our ability to raise prices for our products when necessary, may force us to reduce prices and may also result in reduced levels of demand for our products and cause us to lose market share. In addition, in order to effectively compete, we must continue to develop new products that meet changing consumer preferences and successfully develop, manufacture and market these new products. Our inability to effectively compete could result in the loss of customers and reduce the sales of our products, thereby adversely impacting our business, financial condition and results of operations.

Our sales may fall rapidly in response to declines in demand because we do not operate under long-term volume agreements to supply our customers and because of customer concentration in certain segments.

Many of our customer volume commitments are short-term; therefore, we do not have a significant manufacturing backlog. As a result, we do not benefit from the hedge provided by long-term volume contracts against downturns in customer demand and sales. Further, we are not able to immediately adjust our costs in response to declines in sales. In addition, although no single customer represents more than 10% of our annual sales, sales of some of the products in our building materials product category are dependent on a limited number of customers, who account for a significant portion of such sales. The loss of key customers for these products, or a significant reduction in sales to those customers, could significantly reduce our revenues from these products. In addition, if key customers experience financial pressure, they could attempt to demand more favorable contractual terms, which would place additional pressure on our margins and cash flows. Lower demand for our products could adversely impact our business, financial condition and results of operations.

Adverse weather conditions and the level of severe storms could have a material adverse impact on our results of operations.

Weather conditions and the level of severe storms can have a significant impact on the markets for residential and commercial construction, repair and improvement, which can in turn impact our business as follows:

• Generally, any weather conditions that slow or limit residential or commercial construction activity can adversely impact demand for our products.

• A portion of our annual product demand is attributable to the repair of damage caused by severe storms. In periods with below average levels of severe storms, demand for such products could be reduced.

Lower demand for our products as a result either of these scenarios could adversely impact our business, financial condition and results of operations.

Our level of indebtedness could adversely impact our business, financial condition or results of operations.

Our debt level and degree of leverage could have important consequences, including the following:

• they may limit our ability to obtain additional debt or equity financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes;

• a substantial portion of our cash flows from operations could be required for the payment of principal and interest on our indebtedness and may not be available for other business purposes;

• certain of our borrowings are at variable rates of interest exposing us to the risk of increased interest rates;

• if due to liquidity needs we must replace any indebtedness upon maturity, we would be exposed to the risk that we may not be able to refinance such indebtedness;

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ITEM 1A. RISK FACTORS (continued)

• they may limit our ability to adjust to changing market conditions and place us at a competitive disadvantage compared to our competitors that have less debt; and

• we may be vulnerable in a downturn in general economic conditions or in our business, or we may be unable to carry out important capital spending.

In addition, the credit agreement governing our senior credit facility, the indentures governing our senior notes and the Receivables Purchase Agreement governing our receivables securitization facility contain various covenants that impose operating and financial restrictions on us and/or our subsidiaries.

Our ongoing efforts to increase productivity and reduce costs may not result in anticipated savings in operating costs.

Our cost reduction and productivity efforts, including those related to our existing operations, production capacity expansions and new manufacturing platforms, may not produce anticipated results. Our ability to achieve cost savings and other benefits within expected time frames is subject to many estimates and assumptions. These estimates and assumptions are subject to significant economic, competitive and other uncertainties, some of which are beyond our control. If these estimates and assumptions are incorrect, if we experience delays, or if other unforeseen events occur, our business, financial condition and results of operations could be adversely impacted.

We may be exposed to increases in costs of energy, materials and transportation or reductions in availability of materials and transportation, which could reduce our margins and have a material adverse impact on our business, financial condition and results of operations.

Our business relies heavily on certain commodities and raw materials used in our manufacturing processes. Additionally, we spend a significant amount on natural gas inputs and services that are influenced by energy prices, such as asphalt, a large number of chemicals and resins and transportation costs. Price increases for these inputs could raise costs and reduce our margins if we are not able to offset them by increasing the prices of our products, improving productivity or hedging where appropriate. Availability of certain of the raw materials we use has, from time to time, been limited, and our sourcing of some of these raw materials from a limited number of suppliers, and in some cases a sole supplier, increases the risk of unavailability. Despite our contractual supply agreements with many of our suppliers, it is possible that we could experience a lack of certain raw materials which could limit our ability to produce our products, thereby adversely impacting our business, financial condition and results of operations.

Our hedging activities to address energy price fluctuations may not be successful in offsetting increases in those costs or may reduce or eliminate the benefits of any decreases in those costs.

In order to mitigate short-term variation in our operating results due to commodity price fluctuations, we hedge a portion of our near-term exposure to the cost of energy, primarily natural gas. The results of our hedging practices could be positive, neutral or negative in any period depending on price changes of the hedged exposures.

Our hedging activities are not designed to mitigate long-term commodity price fluctuations and, therefore, will not protect us from long-term commodity price increases. In addition, in the future our hedging positions may not correlate to our actual energy costs, which would cause acceleration in the recognition of unrealized gains and losses on our hedging positions in our operating results.

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ITEM 1A. RISK FACTORS (continued)

The Company’s income tax net operating loss carryforwards may be limited and our results of operations may be adversely impacted.

The Company has substantial deferred tax assets related to net operating losses (NOLs) for United States federal and state income tax purposes, which are available to offset future taxable income. However, the Company’s ability to utilize or realize the current carrying value of the NOLs may be impacted as a result of certain events, such as changes in tax legislation or insufficient future taxable income prior to expiration of the NOLs or annual limits imposed under Section 382 of the Internal Revenue Code, or by state law, as a result of a change in control. A change in control is generally defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling three year period. Changes in the ownership positions of certain stockholders could occur as the result of stock transactions by such stockholders and/or by the issuance of stock by the Company. Such limitations may cause the Company to pay income taxes earlier and in greater amounts than would be the case if the NOLs were not subject to such limitations.

Should the Company determine that it is likely that its recorded NOL benefits are not realizable, the Company would be required to reduce the NOL tax benefit reflected on its financial statements to the net realizable amount either by a direct adjustment to the NOL tax benefit or by establishing a valuation reserve and recording a corresponding charge to current earnings. The corresponding charge to current earnings would have an adverse effect on the Company’s financial condition and results of operations in the period in which it is recorded. Conversely, if the Company is required to increase its NOL tax benefit either by a direct adjustment or reversing any portion of the accounting valuation against its deferred tax assets related to its NOLs, such credit to current earnings could have a positive effect on the Company’s business financial condition and results of operations in the period in which it is recorded.

Our operations require substantial capital, leading to high levels of fixed costs that will be incurred regardless of our level of business activity.

Our businesses are capital intensive, and regularly require capital expenditures to expand operations, maintain equipment, increase operating efficiency and comply with applicable laws and regulations, leading to high fixed costs, including depreciation expense. Also, increased regulatory focus could lead to additional or higher costs in the future. We are limited in our ability to reduce fixed costs quickly in response to reduced demand for our products and these fixed costs may not be fully absorbed, resulting in higher average unit costs and lower gross margins if we are not able to offset this higher unit cost with price increases. Alternatively, we may be limited in our ability to quickly respond to unanticipated increased demand for our products, which could result in an inability to satisfy demand for our products and loss of market share.

We may be subject to liability under and may make substantial future expenditures to comply with environmental laws and regulations.

Our manufacturing facilities are subject to numerous foreign, federal, state and local laws and regulations relating to the presence of hazardous materials, pollution and the protection of the environment, including those governing emissions to air, discharges to water, use, storage and transport of hazardous materials, storage, treatment and disposal of waste, remediation of contaminated sites and protection of worker health and safety.

Liability under these laws involves inherent uncertainties. Violations of environmental, health and safety laws are subject to civil, and, in some cases, criminal sanctions. As a result of these uncertainties, we may incur unexpected interruptions to operations, fines, penalties or other reductions in income which could adversely impact our business, financial condition and results of operations. Continued and increased government and public emphasis on environmental issues is expected to result in increased future investments for environmental controls at ongoing operations, which will be charged against income from future operations. Present and future

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ITEM 1A. RISK FACTORS (continued)

environmental laws and regulations applicable to our operations, and changes in their interpretation, may require substantial capital expenditures or may require or cause us to modify or curtail our operations, which may have a material adverse impact on our business, financial condition and results of operations.

We are subject to risks associated with our international operations.

We sell products and operate plants throughout the world. Our international sales and operations are subject to risks and uncertainties, including:

• difficulties and costs associated with complying with a wide variety of complex and changing laws, treaties and regulations;

• limitations on our ability to enforce legal rights and remedies;

• economic and political conditions, war and civil disturbance;

• tax rate changes;

• tax inefficiencies and currency exchange controls that may adversely impact our ability to repatriate cash from non-United States subsidiaries;

• the imposition of tariffs or other import or export restrictions;

• costs and availability of shipping and transportation;

• nationalization of properties by foreign governments; and

• currency exchange rate fluctuations between the United States dollar and foreign currencies.

As we continue to expand our business globally, we may have difficulty anticipating and effectively managing these and other risks that our international operations may face, which may adversely impact our business outside the United States and our business, financial condition and results of operations.

In addition, we operate in many parts of the world that have experienced governmental corruption and we could be adversely affected by violations of the Foreign Corrupt Practices Act (“FCPA”) and similar worldwide anti-bribery laws. The FCPA and similar anti-bribery laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to non-U.S. officials for the purpose of obtaining or retaining business. Although we mandate compliance with these anti-bribery laws and maintain an anti-corruption compliance program, we cannot assure you that these measures will necessarily prevent violations of these laws by our employees or agents. If we were found to be liable for FCPA violations, we could be liable for criminal or civil penalties or other sanctions, which could have a material adverse impact on our business, financial condition and results of operations.

If our efforts in acquiring and integrating other businesses, establishing joint ventures or expanding our production capacity are not successful, our business may not grow.

We have historically grown our business through acquisitions, joint ventures and the expansion of our production capacity. Our ability to grow our business through these investments depends upon our ability to identify, negotiate and finance suitable arrangements. If we cannot successfully execute on our investments on a timely basis, we may be unable to generate sufficient revenue to offset acquisition, integration or expansion costs, we may incur costs in excess of what we anticipate, and our expectations of future results of operations, including

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ITEM 1A. RISK FACTORS (continued)

cost savings and synergies, may not be achieved. Acquisitions, joint ventures and production capacity expansions involve substantial risks, including:

• unforeseen difficulties in operations, technologies, products, services, accounting and personnel;

• diversion of financial and management resources from existing operations;

• unforeseen difficulties related to entering geographic regions or markets where we do not have prior experience;

• risks relating to obtaining sufficient equity or debt financing;

• difficulty in integrating the acquired business’ standards, processes, procedures and controls with our existing operations;

• potential loss of key employees; and

• potential loss of customers.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions and investments could cause us to fail to realize the anticipated benefits of such acquisitions or investments, incur unanticipated liabilities, and harm our business generally. Future acquisitions and investments could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, or amortization expenses, or write-offs of goodwill, any of which could have a material adverse impact on our business, financial condition. Also, the anticipated benefits of our investments may not materialize.

Our intellectual property rights may not provide meaningful commercial protection for our products or brands, which could adversely impact our business, financial condition and results of operations.

Owens Corning relies on its proprietary intellectual property, including numerous registered trademarks, as well as its licensed intellectual property. We monitor and protect against activities that might infringe, dilute, or otherwise harm our patents, trademarks and other intellectual property and rely on the patent, trademark and other laws of the United States and other countries. However, we may be unable to prevent third parties from using our intellectual property without our authorization. To the extent we cannot protect our intellectual property, unauthorized use and misuse of our intellectual property could harm our competitive position and have a material adverse impact on our business, financial condition and results of operations. In addition, the laws of some non-United States jurisdictions provide less protection for our proprietary rights than the laws of the United States and we therefore may not be able to effectively enforce our intellectual property in these jurisdictions. If we are unable to maintain certain exclusive licenses, our brand recognition could be adversely impacted. Current employees, contractors and suppliers have, and former employees, contractors and suppliers may have, access to information regarding our operations which could be disclosed improperly and in breach of contract to our competitors or otherwise used to harm us.

We could face potential product liability and warranty claims, we may not accurately estimate costs related to such claims, and we may not have sufficient insurance coverage available to cover such claims.

Our products are used and have been used in a wide variety of residential and commercial applications. We face an inherent business risk of exposure to product liability or other claims in the event our products are alleged to be defective or that the use of our products is alleged to have resulted in harm to others or to property. We may in the future incur liability if product liability lawsuits against us are successful. Moreover, any such lawsuits, whether or not successful, could result in adverse publicity to us, which could cause our sales to decline.

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ITEM 1A. RISK FACTORS (continued)

In addition, consistent with industry practice, we provide warranties on many of our products and we may experience costs of warranty or breach of contract claims if our products have defects in manufacture or design or they do not meet contractual specifications. We estimate our future warranty costs based on historical trends and product sales, but we may fail to accurately estimate those costs and thereby fail to establish adequate warranty reserves for them. We maintain insurance coverage to protect us against product liability, warranty and breach of contract claims, but that coverage may not be adequate to cover all claims that may arise or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost. Any liability not covered by insurance or that exceeds our established reserves could materially and adversely impact our business, financial condition and results of operations.

We are subject to litigation in the ordinary course of business and uninsured judgments or a rise in insurance premiums may adversely impact our business, financial condition and results of operations.

In the ordinary course of business, we are subject to various claims and litigation. Any such claims, whether with or without merit, could be time consuming and expensive to defend and could divert management’s attention and resources. In accordance with customary practice, we maintain insurance against some, but not all, of these potential claims. In the future, we may not be able to maintain insurance at commercially acceptable premium levels at all. In addition, the levels of insurance we maintain may not be adequate to fully cover any and all losses or liabilities. If any significant judgment or claim is not fully insured or indemnified against, it could have a material adverse impact on our business, financial condition and results of operations. We cannot assure that the outcome of all current or future litigation will not have a material adverse impact on the Company and its results of operations.

We depend on our senior management team and other skilled and experienced personnel to operate our business effectively, and the loss of any of these individuals or the failure to attract additional personnel could adversely impact our business financial condition and results of operations.

We are highly dependent on the skills and experience of our senior management team and other skilled and experienced personnel. These individuals possess sales, marketing, manufacturing, logistical, financial, business strategy and administrative skills that are important to the operation of our business. The loss of any of these individuals or an inability to attract, retain and maintain additional personnel could prevent us from implementing our business strategy and could adversely impact our business and our future financial condition or results of operations. We cannot assure that we will be able to retain all of our existing senior management personnel or to attract additional qualified personnel when needed.

Increases in the cost of labor, union organizing activity, labor disputes and work stoppages at our facilities could delay or impede our production, reduce sales of our products and increase our costs.

The costs of labor are generally increasing, including the costs of employee benefit plans. We are subject to the risk that strikes or other types of conflicts with personnel may arise or that we may become the subject of union organizing activity at additional facilities. In particular, renewal of collective bargaining agreements typically involves negotiation, with the potential for work stoppages or increased costs at affected facilities.

Downgrades of our credit ratings could adversely impact us.

Our credit ratings are important to our cost of capital. The major debt rating agencies routinely evaluate our debt based on a number of factors, which include financial strength and business risk as well as transparency with rating agencies and timeliness of financial reporting. A downgrade in our debt rating could result in increased interest and other expenses on our existing variable interest rate debt, and could result in increased interest and other financing expenses on future borrowings. Downgrades in our debt rating could also restrict our access to capital markets and affect the value and marketability of our outstanding notes.

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ITEM 1A. RISK FACTORS (continued)

We will not be insured against all potential losses and could be seriously harmed by natural disasters, catastrophes or sabotage.

Many of our business activities involve substantial investments in manufacturing facilities and many products are produced at a limited number of locations. These facilities could be materially damaged by natural disasters such as floods, tornados, hurricanes and earthquakes or by sabotage. We could incur uninsured losses and liabilities arising from such events, including damage to our reputation, and/or suffer material losses in operational capacity, which could have a material adverse impact on our business, financial condition and results of operations.

We are subject to risks relating to our information technology systems, and any failure to adequately protect our critical information technology systems could materially affect our operations.

We rely on information technology systems across our operations, including for management, supply chain and financial information and various other processes and transactions. Our ability to effectively manage our business depends on the security, reliability and capacity of these systems. Information technology system failures, network disruptions or breaches of security could disrupt our operations, causing delays or cancellation of customer orders or impeding the manufacture or shipment of products, processing of transactions or reporting of financial results. An attack or other problem with our systems could also result in the disclosure of proprietary information about our business or confidential information concerning our customers or employees, which could result in significant damage to our business and our reputation.

We have put in place security measures designed to protect against the misappropriation or corruption of our systems, intentional or unintentional disclosure of confidential information, or disruption of our operations. However, advanced cyber-security threats, such as computer viruses, attempts to access to information, and other security breaches, are persistent and continue to evolve making them increasingly difficult to identify and prevent. Protecting against these threats may require significant resources, and we may not be able to implement measures that will protect against all of the significant risks to our information technology systems. In addition, we rely on a number of third party service providers to execute certain business processes and maintain certain IT systems and infrastructure, any breach of security on their part could impair our ability to affectively operate. Moreover, our operations in certain locations, such as China, may be particularly vulnerable to security attacks or other problems. Any breach of our security measures could result in unauthorized access to and misappropriation of our information, corruption of data or disruption of operations or transactions, any of which could have a material adverse effect on our business.

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

The market price of our common stock is subject to volatility.

The market price of our common stock could be subject to wide fluctuations in response to numerous factors, many of which are beyond our control. These factors include actual or anticipated variations in our operational results and cash flow, our earnings relative to our competition, changes in financial estimates by securities analysts, trading volume, sales by holders of large amounts of our common stock, short selling, market conditions within the industries in which we operate, seasonality of our business operations, the general state of the securities markets and the market for stocks of companies in our industry, governmental legislation or regulation and currency and exchange rate fluctuations, as well as general economic and market conditions, such as recessions.

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ITEM 1A. RISK FACTORS (continued)

We are a holding company with no operations of our own and depend on our subsidiaries for cash.

As a holding company, most of our assets are held by our direct and indirect subsidiaries and we will primarily rely on dividends and other payments or distributions from our subsidiaries to meet our debt service and other obligations and to enable us to pay dividends. The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends or other payments), agreements of those subsidiaries, agreements with any co-investors in non-wholly-owned subsidiaries, the terms of our credit facility and senior notes and the covenants of any future outstanding indebtedness we or our subsidiaries may incur.

Provisions in our amended and restated certificate of incorporation and bylaws or Delaware law might discourage, delay or prevent a change in control of our company or changes in our management and therefore depress the trading price of our common stock.

Our amended and restated certificate of incorporation and bylaws contain provisions that could depress the trading price of our common stock through provisions that may discourage, delay or prevent a change in control of our company or changes in our management that our stockholders may deem advantageous.

Additionally, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder and which may discourage, delay or prevent a change in control of our company.

We may pay no cash dividends on our common stock.

The payment of any future cash dividends to our stockholders will depend on decisions that will be made by our Board of Directors and will depend on then existing conditions, including our operating results, financial conditions, contractual restrictions, corporate law restrictions, capital agreements, applicable laws of the State of Delaware and business prospects. We may pay no cash dividends for the foreseeable future.

ITEM 1B. UNRESOLVED STAFF COMMENTS

Owens Corning has nothing to report under this Item.

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ITEM 2. PROPERTIES

Composites

Our Composites segment operates out of 30 manufacturing facilities. Principal manufacturing facilities for our Composites segment, all of which are owned by us except the Ibaraki, Japan facility, which is leased, include the following:

Amarillo, Texas	Kimchon, Korea
Anderson, South Carolina	L’Ardoise, France
Chambery, France	Rio Claro, Brazil
Gous, Russia	Tlaxcala, Mexico
Hangzhou, Zhejiang, China	Yuhang, China
Ibaraki, Japan	Taloja, India
Jackson, Tennessee

Building Materials

Our Building Materials segment operates out of 60 manufacturing facilities, primarily in North America. These facilities are summarized below by each of the businesses within our Building Materials segment.

Our Insulation business operates out of 31 manufacturing facilities. Principal manufacturing facilities for our Insulation business, all of which are owned, include the following:

Delmar, New York	Newark, Ohio
Edmonton, Alberta, Canada	Rockford, Illinois
Fairburn, Georgia	Santa Clara, California
Guangzhou, Guandong, China	Tallmadge, Ohio
Kansas City, Kansas	Toronto, Ontario, Canada
Mexico City, Mexico	Waxahachie, Texas

Our Roofing business operates out of 29 manufacturing facilities. Principal manufacturing facilities for our Roofing business, all of which are owned by us, include the following:

Atlanta, Georgia	Kearny, New Jersey
Compton, California	Medina, Ohio
Denver, Colorado	Portland, Oregon
Irving, Texas	Savannah, Georgia
Jacksonville, Florida	Summit, Illinois

We believe that these properties are in good condition and well maintained, and are suitable and adequate to carry on our business. The capacity of each plant varies depending upon product mix.

Our principal executive offices are located in the Owens Corning World Headquarters, Toledo, Ohio, a leased facility of approximately 400,000 square feet.

Our research and development activities are primarily conducted at our Science and Technology Center, located on approximately 500 acres of land owned by us outside of Granville, Ohio. It consists of approximately 20 structures totaling more than 650,000 square feet. In addition, we have application development and other product and market focused research and development centers in various locations.

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ITEM 3. LEGAL PROCEEDINGS

The Company has nothing to report under this item.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable

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EXECUTIVE OFFICERS OF OWENS CORNING

The name, age and business experience during the past five years of Owens Corning’s executive officers as of February 20, 2013 are set forth below. Each executive officer holds office until his or her successor is elected and qualified or until his or her earlier resignation, retirement or removal. All those listed have been employees of Owens Corning during the past five years except as indicated.

Name and Age	Position*
John W. Christy (54)	Senior Vice President, General Counsel and Secretary since December 2011; formerly Vice President, Interim General Counsel and Secretary (2011), Vice President Deputy General Counsel (2010) and Vice President and Assistant General Counsel, Transactions and Business.
Charles E. Dana (57)	Group President, Building Materials since December 2010; formerly Group President, Composite Solutions (2008) and Vice President and President, Composite Solutions Business.
Arnaud Genis (48)	Group President, Composite Solutions since December 2010; formerly Vice President and Managing Director, European Composite Solutions Business (2007), President of Saint-Gobain Reinforcement and Composites Business and Textile Solutions Business, Paris.
Michael C. McMurray (48)	Senior Vice President and Chief Financial Officer since August 2012; formerly Vice President Finance, Building Materials Group (2011), Vice President Investor Relations and Treasurer (2010), Vice President Finance and Treasurer (2008) and Finance Manager for Royal Dutch Shell.
Kelly J. Schmidt (47)	Vice President, Controller since April 2011; formerly Vice President, Internal Audit (2010), Assistant Controller, Shared Business Services United Technologies Corporation (“UTC”) (2009) and Controller, Sikorsky Helicopter Corporation, a division of UTC.
Daniel T. Smith (47)	Senior Vice President, Human Resources since September 2009; formerly Executive Vice President/Chief Administrative Officer, Borders Group, Inc. (2009), Executive Vice President, Human Resources, Borders Group, Inc.
Michael H. Thaman (48)	President and Chief Executive Officer since December 2007 and also Chairman of the Board since April 2002; Director since January 2002.

* Information in parentheses indicates year during the past five years in which service in position began. The last item listed for each individual represents the position held by such individual at the beginning of the five year period.

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Part II

ITEM 5. MARKET FOR OWENS CORNING’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Owens Corning’s common stock trades on the New York Stock Exchange under the symbol “OC.” The following table sets forth the high and low sales prices per share of Owens Corning common stock for each quarter from January 1, 2011 through December 31, 2012:

Period	High		Low
First Quarter 2011	$	37.70	$	30.33
Second Quarter 2011	$	38.87	$	33.28
Third Quarter 2011	$	38.94	$	21.57
Fourth Quarter 2011	$	31.29	$	18.67
First Quarter 2012	$	38.00	$	29.32
Second Quarter 2012	$	35.85	$	26.36
Third Quarter 2012	$	35.98	$	25.70
Fourth Quarter 2012	$	37.42	$	29.48

Holders of Common Stock

The number of stockholders of record of Owens Corning’s common stock on January 31, 2013 was 478.

Cash Dividends

Owens Corning did not pay cash dividends on its common stock during the two most recent years. The payment of any future cash dividends to our stockholders will depend on decisions that will be made by our Board of Directors and will depend on then existing conditions, including our operating results, financial condition, contractual restrictions, corporate law restrictions, capital requirements, the applicable laws of the State of Delaware and business prospects. Although our Board of Directors is expected to consider from time to time the payment of quarterly cash dividends, there can be no assurance we will pay any cash dividend, or if declared, the amount of such cash dividend.

As a consequence of certain provisions of the Company’s senior notes, senior credit facilities and receivables securitization facility, the Company and its subsidiaries are subject to certain restrictions on their ability to pay dividends and to transfer cash and other assets to each other and to their affiliates.

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

Owens Corning has nothing to report under this Item.

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ITEM 5. MARKET FOR OWENS CORNING’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (continued)

Issuer Purchases of Equity Securities

The following table provides information about Owens Corning’s purchases of its common stock during the three months ended December 31, 2012:

Period	Total Number of Shares (or Units) Purchased			Average Price Paid per Share (or Unit)		Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs**		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs**
October 1-31, 2012		5,169		$	33.51		—		10,000,000
November 1-30, 2012		3,231			33.89		—		10,000,000
December 1-31, 2012		2,057			35.74		—		10,000,000
Total		10,457	*	$	34.06		—

* The Company retained 10,457 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted shares granted to our employees.

** On April 25, 2012, the Company announced a share buy-back program under which the Company is authorized to repurchase up to 10 million shares of Owens Corning’s outstanding common stock. Under the buy-back program, shares may be repurchased through open market, privately negotiated, or other transactions. The timing and actual number of shares repurchased will depend on market conditions and other factors and will be at the Company’s discretion.

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ITEM 6. SELECTED FINANCIAL DATA

	Twelve Months Ended Dec.  31, 2012 (a)			Twelve Months Ended Dec. 31, 2011		Twelve Months Ended Dec. 31, 2010 (b)			Twelve Months Ended Dec.  31, 2009 (c)		Twelve Months Ended Dec.  31, 2008 (d)
	(in millions, except per share amounts)
Statement of Earnings (Loss) Data
Net sales	$	5,172		$	5,335	$	4,997		$	4,803	$	5,847
Gross margin	$	797		$	1,028	$	956		$	849	$	922
Marketing and administrative expenses	$	509		$	525	$	516		$	522	$	617
Earnings from continuing operations before interest and taxes	$	148		$	461	$	206		$	192	$	234
Interest expense, net	$	114		$	108	$	110		$	111	$	116
Loss on extinguishment of debt	$	74		$	—	$	—		$	—	$	—
Income tax expense (benefit)	$	(28	)	$	74	$	(840	)	$	14	$	931
Net earnings (loss)	$	(16	)	$	281	$	940		$	67	$	(811	)
Net earnings (loss) attributable to Owens Corning	$	(19	)	$	276	$	933		$	64	$	(813	)
Amounts attributable to Owens Corning common stockholders:
Earnings (loss) from operations, net of tax	$	(19	)	$	276	$	933		$	64	$	(813	)
Net earnings (loss) attributable to Owens Corning	$	(19	)	$	276	$	933		$	64	$	(813	)
Basic earnings (loss) per common share attributable to Owens Corning common stockholders
Earnings (loss) from operations	$	(0.16	)	$	2.25	$	7.43		$	0.51	$	(6.38	)
Basic earnings (loss) per common share	$	(0.16	)	$	2.25	$	7.43		$	0.51	$	(6.38	)
Diluted earnings (loss) per common share attributable to Owens Corning common stockholders
Earnings (loss) from operations	$	(0.16	)	$	2.23	$	7.37		$	0.50	$	(6.38	)
Diluted earnings (loss) per common share	$	(0.16	)	$	2.23	$	7.37		$	0.50	$	(6.38	)
Weighted-average common shares
Basic		119.4			122.5		125.6			124.8		127.4
Diluted		119.4			123.5		126.6			127.1		127.4
Balance Sheet Data
Total assets	$	7,568		$	7,527	$	7,158		$	7,167	$	7,222
Long-term debt, net of current portion	$	2,076		$	1,930	$	1,629		$	2,177	$	2,172
Total equity	$	3,575		$	3,741	$	3,686		$	2,853	$	2,780

No dividends were declared or paid for any of the periods presented above.

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ITEM 6. SELECTED FINANCIAL DATA (continued)

(a) During 2012, the Company recorded $136 million of charges related to cost reduction actions and related items (comprised of $51 million of severance costs and $85 million of other costs, inclusive of $55 million of accelerated depreciation and $30 million in other related charges). There was also $9 million in losses related to Hurricane Sandy.

(b) During 2010, the Company recorded impairment charges of $117 million, $40 million of charges related to cost reduction actions and related items (comprised of $29 million of severance costs and $11 million of other costs), and charges of $13 million of integration costs related to the acquisition of Saint-Gobain’s reinforcement and composite fabrics business in 2007 (“2007 Acquisition”).

(c) During 2009, the Company recorded $53 million of charges related to cost reduction actions and related items (comprised of $34 million of severance costs, and $19 million of other costs, inclusive of $13 million of accelerated depreciation), charges of $33 million of integration costs related to the 2007 Acquisition, and $29 million for charges related to our employee emergence equity program.

(d) During 2008, the Company recorded $85 million of integration costs related to the 2007 Acquisition (including charges of $10 million to impair assets related to the divestiture in 2008 of two composite manufacturing plants (“2008 Divestiture”)), $26 million of expenses related to our employee emergence equity program, $9 million in expenses related to leases of certain precious metals used in production tooling, $7 million for charges related to cost reduction actions and a gain of $48 million related to the sale of certain precious metals used in production tooling.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) is intended to help the reader understand Owens Corning, our operations and our present business environment. MD&A is provided as a supplement to – and should be read in conjunction with – our Consolidated Financial Statements and the accompanying Notes thereto contained in this report. Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning.

GENERAL

Owens Corning is a leading global producer of glass fiber reinforcements and other materials for composites and of residential and commercial building materials. The Company’s business operations fall within two reportable segments, Composites and Building Materials. Composites includes our Reinforcements and Downstream businesses. Building Materials includes our Insulation and Roofing businesses. Through these lines of business, we manufacture and sell products worldwide. We maintain leading market positions in many of our major product categories.

EXECUTIVE OVERVIEW

We reported $148 million in earnings before interest and taxes (“EBIT”) in 2012 compared to $461 million in 2011. We generated $293 million in adjusted earnings before interest and taxes (“Adjusted EBIT”) in 2012. EBIT in our Building Materials segment declined by $39 million and EBIT in our Composites segment declined by $110 million compared to 2011.

Restructuring actions initiated in 2012 represented $136 million of the amount adjusted out of reported EBIT to arrive at Adjusted EBIT, with the majority of the restructuring charges related to the repositioning of our European assets in our Composites business. We have also adjusted out $9 million of losses related to a flood that occurred in our Kearny, New Jersey roofing manufacturing facility as a result of Hurricane Sandy in late October. The Company believes that related costs and business interruption losses will be substantially covered by insurance. There has been little impact to our customers as we continue to service all customers through our regional manufacturing network. See below for further information regarding adjusted EBIT, including the reconciliation to net earnings attributable to Owens Corning.

In our Composites segment, EBIT in 2012 was $91 million compared to $201 million in 2011 driven primarily by inflation, lower capacity utilization, start up costs and slightly lower selling prices.

In our Building Materials segment, EBIT in 2012 was $293 million compared to $332 million in 2011. In our Roofing business, EBIT declined $98 million on lower sales volumes driven by weakness in the U.S. roofing shingle market, and raw material inflation. Our Insulation business narrowed EBIT losses by $59 million compared to 2011 on the strength of higher sales volumes, manufacturing productivity and improved capacity utilization.

We maintain a strong balance sheet with ample liquidity. We have access to an $800 million senior revolving credit facility with a July 2016 maturity date and a $250 million receivables securitization facility with a December 2014 maturity date. We have no other significant debt maturities before 2016. During the fourth quarter, we further strengthened our liquidity position with the issuance of $600 million of 4.2% senior notes due 2022.

We repurchased 3.7 million shares of the Company’s common stock for $107 million in 2012 under a previously announced repurchase program. As of December 31, 2012, 10 million shares remain available for repurchase under the authorized program.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

RESULTS OF OPERATIONS

Consolidated Results (in millions)

	Twelve Months Ended Dec. 31,
	2012			2011			2010
Net sales	$	5,172		$	5,335		$	4,997
Gross margin	$	797		$	1,028		$	956
% of net sales		15	%		19	%		19	%
Charges related to cost reduction actions	$	51		$	—		$	29
Earnings before interest and taxes	$	148		$	461		$	206
Interest expense, net	$	114		$	108		$	110
Loss on extinguishment of debt	$	74		$	—		$	—
Income tax expense (benefit)	$	(28	)	$	74		$	(840	)
Net earnings (loss) attributable to Owens Corning	$	(19	)	$	276		$	933

The Consolidated Results discussion below provides a summary of our results and the trends affecting our business, and should be read in conjunction with the more detailed Segment Results discussion that follows.

NET SALES

2012 Compared to 2011: Net sales decreased by $163 million in 2012 as compared to 2011 driven by lower sales volumes in our Roofing business, which were partially offset by higher sales volumes in our Insulation business, and the unfavorable impact of translating sales denominated in foreign currencies into United States dollars in our Composites segment.

2011 Compared to 2010: Net sales increased $338 million in 2011 as compared to 2010 driven by increased sales volumes, higher sales prices, and the favorable impact of translating sales denominated in foreign currencies into United States dollars. These increases were partially offset by the impact of the December 2010 divestiture of our United States Masonry Products business and the May 2011 divestiture of our glass reinforcements facility in Capivari, Brazil. All of our businesses delivered increased sales volumes with our Roofing business delivering significant increased volumes based on strong demand supported by storm activity.

GROSS MARGIN

2012 Compared to 2011: Gross margin in 2012 included $85 million in charges resulting from our European restructuring actions, which are reflected in cost of sales. The primary contributor to the remaining change in gross margin as a percentage of net sales was a decrease in gross margin in our Composites segment. Gross margin as a percentage of net sales decreased in our Roofing business; however this was partially offset by an increase in our Insulation business.

2011 Compared to 2010: Gross margin as a percentage of net sales remained flat in 2011 as compared to 2010. Improved unit margins in our Composites business and the favorable impact of our divestiture of the United States Masonry Products business in December 2010 were offset by unit margin declines in our Roofing business. Our Roofing business delivered EBIT margins of 20 percent in 2011.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

CHARGES RELATED TO COST REDUCTION ACTIONS

2012 Compared to 2011: During 2012, we took actions to improve the competitive position of our global Composites manufacturing network through the closure or optimization of certain facilities, primarily in Europe. As a result of these actions, in addition to the charges recorded in cost of sales discussed above, we recognized $51 million in severance charges in 2012. The total charges related to cost reduction actions and related items for 2012 was $136 million. No charges were taken in 2011 as a result of cost reduction actions.

2011 Compared to 2010: There were no charges related to cost reduction actions in 2011. During 2010, as part of our review of our Composites manufacturing network we took actions to further balance global capacity and respond to market conditions.

EARNINGS BEFORE INTEREST AND TAXES

2012 Compared to 2011: EBIT decreased by $313 million in 2012 compared to 2011. In our Composites segment, EBIT decreased by $110 million and EBIT in our Building Materials segment decreased by $39 million compared to 2011. Corporate EBIT losses during 2012 increased by $164 million compared to 2011, primarily related to cost reduction actions and related items of $136 million.

2011 Compared to 2010: EBIT increased by $255 million in 2011 compared to 2010. In our Composites segment, EBIT increased by $26 million and EBIT in our Building Materials segments increased by $51 million compared to 2010. Corporate EBIT losses declined by $178 million in 2011 compared to 2010. Total adjusting items included in Corporate EBIT were $175 million in 2010, compared to none in 2011.

INTEREST EXPENSE, NET

2012 Compared to 2011: Year-to-date 2012 interest expense was higher than in 2011 due primarily to higher average borrowing levels.

2011 Compared to 2010: Interest expense was lower in 2011 than in 2010 due to higher interest income and the favorable impact of the interest rate swap, of which two-thirds was offset by higher average borrowing rates and increased borrowing levels.

LOSS ON EXTINGUISHMENT OF DEBT

2012 Compared to 2011: Year-to-date 2012 loss on extinguishment of debt was $74 million as a result of refinancing portions of our Senior Notes due in 2016 and 2019. We did not record a loss on extinguishment of debt in 2011.

INCOME TAX EXPENSE

Income tax benefit for 2012 was $28 million compared to an expense of $74 million in 2011.

The company’s effective tax rate for 2012 was 70 percent on a pre-tax loss of $40 million. After adjusting for our European restructuring actions, our extinguishment of debt, and the related tax planning initiatives during 2012, the effective tax rate was 23% on adjusted pre-tax income of $179 million. The difference between the 23% effective tax rate and the statutory tax rate of 35% is primarily attributable to lower foreign tax rates and various tax planning initiatives.

The company’s effective tax rate for 2011 was 21 percent. The difference between the 21 percent effective tax rate and the statutory rate of 35 percent is primarily attributable to the favorable impact of various tax planning strategies, lower foreign tax rates and the benefit of a favorable settlement of a long-standing claim with the United States Internal Revenue Service.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Income tax benefit for 2010 was $840 million. The income tax benefit was the result of reversing $937 million of the valuation allowance primarily related to the Company’s United States federal and state deferred tax assets. The valuation allowance was originally established in 2008 based primarily on negative evidence of the Company’s losses before income taxes in the United States during 2007 and 2008.

After removing the effect of valuation allowances during 2010, the effective tax rate was 69%. The difference between the 69% effective tax rate and the statutory tax rate of 35% is primarily attributable to increases in global tax reserves and the impact of the goodwill impairment. The effective rate was decreased by the benefit of lower foreign tax rates and various tax planning initiatives, which have significantly reduced our cash taxes and tax provision related to our international operations.

Adjusted Earnings Before Interest and Taxes (“Adjusted EBIT”)

Adjusted EBIT excludes certain significant items that management does not allocate to our segment results because it believes they are not a result of the Company’s current operations. Adjusted EBIT is used internally by the Company for various purposes, including reporting results of operations to the Board of Directors of the Company, analysis of performance and related employee compensation measures. Although management believes that these adjustments result in a measure that provides a useful representation of our operational performance, the adjusted measure should not be considered in isolation or as a substitute for net earnings attributable to Owens Corning as prepared in accordance with accounting principles generally accepted in the United States.

Adjusting items are shown in the table below (in millions):

	Twelve Months Ended Dec. 31,
	2012			2011		2010
Net precious metal lease expense	$	—		$	—	$	(2	)
Charges related to cost reduction actions and related items		(136	)		—		(40	)
Acquisition integration and transaction costs		—			—		(13	)
Gains (losses) on sales of assets and related charges		—			—		(120	)
Losses related to Hurricane Sandy		(9	)		—		—
Total adjusting items	$	(145	)	$	—	$	(175	)

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The reconciliation from net earnings attributable to Owens Corning to Adjusted EBIT is shown in the table below (in millions):

	Twelve Months Ended Dec. 31,
	2012			2011		2010
NET EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING	$	(19	)	$	276	$	933
Less: Net earnings attributable to noncontrolling interests		3			5		7
NET EARNINGS (LOSS)		(16	)		281		940
Equity in net earnings of affiliates		(4	)		2		4
Income tax expense (benefit)		(28	)		74		(840	)
EARNINGS (LOSS) BEFORE TAXES		(40	)		353		96
Interest expense, net		114			108		110
Loss on extinguishment of debt		74			—		—
EARNINGS BEFORE INTEREST AND TAXES		148			461		206
Less: adjusting items from above		(145	)		—		(175	)
ADJUSTED EBIT	$	293		$	461	$	381

Segment Results

Earnings before interest and taxes (“EBIT”) by segment consists of net sales less related costs and expenses and are presented on a basis that is used internally for evaluating segment performance. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBIT for our reportable segments and are included in the Corporate, Other and Eliminations category, which is presented following the discussion of our reportable segments.

Composites

The table below provides a summary of net sales, EBIT and depreciation and amortization expense for our Composites segment (in millions):

	Twelve Months Ended Dec. 31,
	2012			2011			2010
Net sales	$	1,859		$	1,976		$	1,906
% change from prior year		-6	%		4	%		17	%
EBIT	$	91		$	201		$	175
EBIT as a % of net sales		5	%		10	%		9	%
Depreciation and amortization expense	$	123		$	128		$	117

NET SALES

2012 Compared to 2011: Net sales in our Composites business were $117 million lower in 2012 than in 2011. Net sales were unfavorably impacted by approximately $85 million as a result of translating sales denominated in foreign currencies into United States dollars. Favorable mix and slightly higher sales volumes were more than

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

offset by slightly lower selling prices. The 2012 comparison to 2011 was unfavorably impacted by approximately $20 million from the May 2011 divestiture of our glass reinforcements facility in Capivari, Brazil.

2011 Compared to 2010: Net sales in our Composites business were $70 million higher in 2011 than in 2010. Higher selling prices and the favorable impact of translating sales denominated in foreign currencies into United States dollars contributed equally to the increase in net sales. Partially offsetting these increases in net sales was approximately $30 million in lower sales as a result of the May 2011 divestiture of our glass reinforcements facility in Capivari, Brazil. On a year-over-year basis sales volumes increased on global glass reinforcements market growth of four percent, which was partially offset by unfavorable mix.

EBIT

2012 Compared to 2011: EBIT in our Composites segment was $110 million lower in 2012 than in 2011. Slightly lower selling prices and inflation contributed equally to approximately $60 million of the decline in EBIT. Approximately $30 million of EBIT decline was driven equally by the impact of rebalancing supply and demand in our manufacturing network along with planned start-up and maintenance costs at facilities in Russia, Mexico and the United States. The remaining decline was primarily due to the favorable resolution of an acquisition liability in the first quarter of 2011.

2011 Compared to 2010: EBIT in our Composites segment was $26 million higher in 2011 than in 2010 primarily driven by lower costs achieved through manufacturing productivity. Higher selling prices more than offset inflation in material and energy costs and together this contributed about one-third to the increase in EBIT. Fully offsetting this benefit was the unfavorable impact of our divestiture of our glass reinforcements facility in Capivari, Brazil.

OUTLOOK

Global glass reinforcements market demand has historically grown on average with global industrial production and we believe this relationship will continue. In 2012, global glass reinforcements market demand grew less than the historical average of five percent driven by weaknesses in developing markets and European industrial production. In 2013, we expect global glass reinforcements market demand to grow at comparable levels to what we experienced in 2012. Our margins should benefit from the asset repositioning that we executed in 2012 (see additional discussion on Composites restructuring actions in footnote 14) and we expect increased utilization after bringing our inventory levels down at the end of 2012.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Building Materials

The table below provides a summary of net sales, EBIT and depreciation and amortization expense (in millions) for the Building Materials segment and our businesses within this segment. In 2010, changes were made to reflect the sale of Masonry Products. Other primarily consists of Masonry Products.

	Twelve Months Ended Dec. 31,
	2012			2011			2010
Net sales
Insulation	$	1,468		$	1,368		$	1,309
Roofing		2,014			2,169			1,847
Other		—			—			87
Total Building Materials	$	3,482		$	3,537		$	3,243
% change from prior year		-2	%		9	%		-2	%
EBIT
Insulation	$	(38	)	$	(97	)	$	(102	)
Roofing		331			429			405
Other		—			—			(22	)
Total Building Materials	$	293		$	332		$	281
EBIT as a % of net sales		8	%		9	%		9	%
Depreciation and amortization expense
Insulation	$	105		$	116		$	117
Roofing		38			41			42
Other		—			—			9
Total Building Materials	$	143		$	157		$	168

NET SALES

2012 Compared to 2011: Net sales in our Building Materials segment were $55 million lower in 2012 than in 2011. Higher sales volumes within our Insulation business were more than offset by lower sales volumes in our Roofing business.

In our Roofing business, 2012 net sales were $155 million lower in 2012 than in 2011. The decline in net sales was driven primarily by lower sales volumes, which was partially offset by favorable mix. In 2012, sales volumes decreased as a result of a decline in the size of the United States shingle market compared to 2011, largely resulting from lower year over year storm demand. Selling prices were slightly lower on a year-over-year basis.

In our Insulation business, 2012 net sales were $100 million higher in 2012 than in 2011. The impact of higher sales volumes in 2012 was partially offset by unfavorable mix.

2011 Compared to 2010: Net sales in our Building Materials segment were $294 million higher in 2011 than in 2010, primarily due to higher sales volumes in both our Roofing and Insulation businesses. Offsetting this increase was the loss of net sales from the December 2010 divestiture of our United States Masonry Products business.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

In our Roofing business, 2011 net sales were up $322 million from 2010. More than two-thirds of the increase in net sales was driven by higher sales volumes. Increases in selling prices and favorable product mix contributed equally to the remaining increase in net sales. Sales volumes increased as a result of greater overall United States shingle demand supported by above normal storm activity. Selling prices were slightly higher on a year-over-year basis.

In our Insulation business, 2011 net sales were up $59 million from 2010. Substantially all of the increase in net sales was driven by higher sales volumes. In addition, the increase in net sales from our July 2011 acquisitions of two FiberTEK facilities was offset by unfavorable customer mix.

EBIT

2012 Compared to 2011: EBIT in our Building Materials segment was $39 million lower in 2012 than in 2011. Our Insulation business narrowed EBIT losses on higher sales volumes, favorable manufacturing productivity and improved capacity utilization; however this was more than offset by lower sales volumes and inflation costs within our Roofing business.

In our Roofing business, EBIT was $98 million lower in 2012 than in 2011. The decline in EBIT was driven equally by lower sales volumes and raw material inflation, primarily asphalt. For the year, favorable product mix was offset by slightly lower selling prices.

In our Insulation business, we narrowed EBIT losses by $59 million in 2012 compared to 2011. Approximately $50 million of the increase in EBIT was the result of manufacturing productivity and improved capacity utilization. Unfavorable product mix was more than offset by higher sales volumes and slightly higher selling prices.

2011 Compared to 2010: EBIT in our Building Materials segment was $51 million higher in 2011 as compared to 2010 primarily driven by higher sales volumes within the Roofing business and manufacturing productivity in our Insulation business. Also, contributing to this increase was the favorable impact of our divestiture of the United States Masonry Products business in December 2010.

In our Roofing business, EBIT was $24 million higher in 2011 than in 2010. Favorable manufacturing productivity drove all of the improvement in EBIT. For the full year, increases in selling prices were more than offset by inflation, primarily asphalt. This margin impact offset nearly all of the benefit of higher sales volumes.

In our Insulation business, we reduced EBIT losses by $5 million in 2011 as compared to 2010. Higher sales volumes drove substantially all of the improvement in EBIT. Favorable manufacturing productivity offset raw material and delivery inflation. In addition, the launch of EcoTouch™ was completed during 2011.

OUTLOOK

During the fourth quarter of 2012, the Seasonally Adjusted Annual Rate (“SAAR”) of United States housing starts rose to approximately 900,000 starts versus an annual average in 2012 of approximately 780,000 starts. While the recent information on United States housing starts has been positive, the timing and pace of recovery of the United States housing market remains uncertain.

In our Roofing business, we expect the factors that have driven margins in recent years to continue to deliver profitability. Uncertainties that may impact our Roofing margins include competitive pricing pressure and the cost and availability of raw materials, particularly asphalt.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The Company expects our Insulation business to benefit from an improving U.S. housing market, improved pricing, and continued operating leverage. With a seasonally slower start in the first half, we expect a return to full year profitability in 2013. We believe the geographic, product and channel mix of our portfolio may continue to moderate the impact of any demand-driven variability associated with United States new construction.

Corporate, Other and Eliminations

The table below provides a summary of EBIT and depreciation and amortization expense for the Corporate, Other and Eliminations category (in millions):

	Twelve Months Ended Dec. 31,
	2012			2011			2010
Net precious metal lease expense	$	—		$	—		$	(2	)
Charges related to cost reduction actions and related items		(136	)		(17	)		(40	)
Acquisition integration and transaction costs		—			—			(13	)
Gains (losses) on sales of assets and related charges		—			16			(120	)
Losses related to Hurricane Sandy		(9	)		—			—
General corporate expense		(91	)		(71	)		(75	)
EBIT	$	(236	)	$	(72	)	$	(250	)
Depreciation and amortization	$	83		$	33		$	35

EBIT

2012 Compared to 2011: In Corporate, Other and Eliminations, EBIT losses in 2012 were $164 million higher than in 2011. During 2012, we recorded $136 million in charges related to cost reduction actions and related items, primarily to improve our competitive position in Europe. These charges consist primarily of severance and accelerated depreciation charges. We also incurred $9 million in property damage and related charges as a result of Hurricane Sandy’s impact on our Roofing facility in Kearny, New Jersey.

General corporate expense and other increased by $20 million in 2012 compared to 2011, primarily related to approximately $10 million of higher non-service pension costs and approximately $10 million in reduced foreign currency gains. Corporate cash incentive compensation was approximately $10 million lower on weaker company performance in 2012 compared to 2011, but was offset by higher stock compensation expense resulting from our company stock performance year-over-year. Company-wide cash incentive compensation was approximately $20 million lower year-over-year and $30 million lower than our target for the year.

2011 Compared to 2010: In Corporate, Other and Eliminations, 2011 EBIT losses were $178 million lower than in 2010. We recorded a $16 million gain on the May 2011 divestiture of our glass reinforcements facility in Capivari, Brazil. In December 2010 we recorded $124 million in charges related to the divestiture of our United States Masonry Products business and the impairment of other indefinite-lived intangible assets. The 2011 charges related to cost reduction actions and related items were the result of evaluating market conditions in our Insulation business. In 2010, we took charges associated with actions to balance our global Composites capacity. Acquisition integration and transaction costs were lower in 2011 than in 2010 as integration work associated with the 2007 Acquisition was completed in 2010.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

General corporate expense was favorably impacted by approximately $10 million reduction in incentive compensation expense and a similarly sized improvement related to foreign currency gains and losses in 2011 compared to 2010. A portion of incentive compensation is dependent upon our stock price relative to the performance of the components of the S&P 500 Index, which can drive significant changes on a year-over-year basis. Offsetting these improvements was approximately $10 million increase in non-service pension costs and net increases in other corporate expenses.

OUTLOOK

In 2013, we expect general corporate expense to grow to approximately $110 to $120 million. The primary driver of the increase is higher incentive compensation expense commensurate with anticipated levels of performance, partially offset by a decrease in non-service pension costs.

SAFETY

As of December 31, 2012, we celebrated our eleventh consecutive year of safety improvements. Our continued focus to be a world-class leader in safety has resulted in a 95 percent reduction in Recordable Incidence Rate (“RIR”) since 2001. Working safely is a condition of employment at Owens Corning. We believe this organization-wide expectation provides for a safer work environment for employees, improves our manufacturing processes, reduces our costs and enhances our reputation. Furthermore, striving to be a world-class leader in safety provides a platform for all employees to understand and apply the resolve necessary to be a high-performing, global organization. We measure our progress on safety based on RIR as defined by the United States Department of Labor, Bureau of Labor Statistics. Our full year performance improved 10% in 2012 over our performance in 2011.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Liquidity

We have an $800 million senior revolving credit facility and a $250 million receivables securitization facility, which serve as our primary sources of liquidity. Our senior revolving credit facility matures in July 2016, and our receivables securitization facility matures in December 2014. We have no other significant debt maturities before 2016. As of December 31, 2012, the receivables securitization facility was fully utilized and we had $723 million available on the senior revolving credit facility. As of December 31, 2012, we had $2.1 billion of total debt and cash-on-hand of $55 million.

Cash and cash equivalents held by foreign subsidiaries may be subject to U.S. income taxation upon repatriation to the U.S. We do not provide for U.S. income taxes on the undistributed earnings of these subsidiaries as earnings are reinvested and, in the opinion of management, will continue to be reinvested indefinitely outside of the U.S. As of December 31, 2012, and December 31, 2011, we had approximately $41 million and $46 million, respectively, in cash and cash equivalents in certain of our foreign subsidiaries where we consider undistributed earnings for these foreign subsidiaries to be permanently reinvested.

We expect our cash on hand, coupled with future cash flows from operations and other available sources of liquidity, including our senior revolving credit facility, will provide ample liquidity to allow us to meet our cash requirements. Our anticipated uses of cash include capital expenditures, working capital needs, pension contributions, meeting financial obligations and reducing outstanding amounts under the senior credit facility and the securitization facility. We have an outstanding share repurchase authorization and will evaluate and consider repurchasing shares of our common stock as well as strategic acquisitions, divestitures, joint ventures and other

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

transactions to create stockholder value and enhance financial performance. Such transactions may require cash expenditures beyond current sources of liquidity or generate proceeds.

We are closely monitoring changes in the operating condition of our customers for the potential impact on our operating results. To date, changes in the operating condition of our customers have not had a material adverse impact on our operating results; however, it is possible that we could experience material losses in the future if current economic conditions worsen.

The credit agreements applicable to our senior revolving credit facility and the receivables securitization facility contain various covenants that we believe are usual and customary for agreements of these types. The senior revolving credit facility and the securitization facility each include a maximum allowed leverage ratio and a minimum required interest expense coverage ratio. We were within compliance with these covenants as of December 31, 2012.

Cash flows

The following table presents a summary of our cash balance, cash flows, and unused committed credit lines (in millions):

	Twelve Months Ended Dec. 31,
	2012			2011			2010
Cash balance	$	55		$	52		$	52
Cash provided by operating activities	$	330		$	289		$	488
Cash used for investing activities	$	(253	)	$	(445	)	$	(249	)
Cash provided by (used for) financing activities	$	(76	)	$	174		$	(750	)
Unused committed credit lines under the senior revolving credit facility	$	723		$	739		$	946

Operating activities: In 2012, we generated $330 million of cash from operating activities compared to $289 million in 2011. Cash for both working capital requirements and pension contributions were lower in 2012 than in 2011.

Investing activities: The decrease in cash used for investing activities in 2012 compared to 2011 was primarily the result of reduced capital expenditures of $332 million in 2012 compared to $442 million in 2011. In 2011, we acquired two North American Building Materials facilities for $84 million, which was partially offset by $55 million in proceeds from the sale of our Composites glass reinforcement facility in Capivari, Brazil.

Financing activities: Cash used for financing activities in 2012 was $76 million compared to cash provided by financing activities of $174 million in 2011. In 2012, approximately $600 million in proceeds generated by the issuance of our 2022 Senior Notes was used primarily to fund the tender of $250 million of our 2016 Senior Notes, $100 million of our 2019 Senior Notes and to pay down our Senior Revolving Credit Facility. We recognized a $74 million loss on extinguishment of debt in connection with these actions. We also purchased the noncontrolling interest of one of the Company’s consolidated subsidiaries, Northern Elastomeric Incorporated (“NEI”), for $22 million. In 2011, cash provided by financing activities was primarily a result of borrowings to support our increased working capital requirements and our investing activities. Offsetting these increases in cash provided by financing activities were share repurchases.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

2013 Investments

Capital Expenditures: The Company will continue a balanced approach to the use of its cash flow. Operational cash flow will be used to fund the Company’s growth and innovation. Capital expenditures in 2013 are expected to be slightly higher than depreciation and amortization, excluding the investment required to rebuild our Kearny roofing plant (resulting from damage sustained from Hurricane Sandy). The Company will also continue to evaluate projects and acquisitions that provide opportunities for growth in our businesses, and invest in them when they meet our strategic and financial criteria.

Tax Net Operating Losses

Upon emergence and subsequent distribution of contingent stock and cash in January 2007, we generated a significant United States federal tax net operating loss of approximately $3.0 billion. As of December 31, 2012, our federal tax net operating losses remaining were $2.3 billion. Our net operating losses are subject to the limitations imposed under section 382 of the Internal Revenue Code. These limits are triggered when a change in control occurs, and are computed based upon several variable factors including the share price of the Company’s common stock on the date of the change in control. A change in control is generally defined as a cumulative change of 50% or more in the ownership positions of certain stockholders during a rolling three year period. Our initial three year period for measuring an ownership change started at October 31, 2006.

In addition to the United States net operating losses described above, we have net operating losses in various state and foreign jurisdictions which totaled $3.3 billion and $807 million as of December 31, 2012, respectively. Our ability to utilize these net operating losses may be limited as a result of certain events, such as insufficient future taxable income prior to expiration of the net operating losses or changes in tax legislation. Should we determine that it is likely that our recorded net operating loss benefits are not realizable, we would be required to reduce the net operating loss tax benefits reflected on our Consolidated Financial Statements to the net realizable amount by establishing an accounting valuation allowance and recording a corresponding charge to current earnings. To date, we have recorded valuation allowances against certain of these deferred tax assets.

Pension contributions

The Company has several defined benefit pension plans. The Company made cash contributions of $50 million and $117 million to the plans during the twelve months ended December 31, 2012 and 2011, respectively. The decrease in pension contributions in 2012 was driven by lower pension contributions required to maintain our funded status. The Company expects to contribute $38 million in cash to its pension plans during 2013. Actual contributions to the plans may change as a result of a variety of factors, including changes in laws that impact funding requirements. The ultimate cash flow impact to the Company, if any, of the pension plan liability and the timing of any such impact will depend on numerous variables, including future changes in actuarial assumptions, legislative changes to pension funding laws, and market conditions.

Derivatives

In the normal course of business, the Company is exposed to, among other risks, the impact of changes in commodity prices, foreign currency exchange rates and interest rates. To mitigate some of the near-term volatility in our earnings and cash flows, we use financial and derivative instruments to hedge certain exposures, principally currency- and energy-related. The Company does not enter into such transactions for trading purposes. Our current hedging practice is to hedge a variable percentage of certain energy and energy-related exposures. Going forward, the results of our hedging practice could be positive, neutral or negative in any period depending on price changes in the hedged exposures, and will tend to mitigate near-term volatility in the

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

exposures hedged. The practice is neither intended nor expected to mitigate longer term exposures. See Note 4 to the Consolidated Financial Statements for further discussion.

Our current practice is to manage our interest rate exposure by balancing the mixture of our fixed- and variable-rate instruments. We utilize, among other strategies, interest rate swaps to achieve this balance in interest rate exposures. There are currently no derivatives outstanding which are related to balancing our fixed- and variable-rate instruments.

OFF BALANCE SHEET ARRANGEMENTS

The Company has entered into limited off-balance-sheet arrangements, as defined under Securities and Exchange Commission rules, in the ordinary course of business. The Company does not believe these arrangements will have a material effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

CONTRACTUAL OBLIGATIONS

In the ordinary course of business, the Company enters into contractual obligations to make cash payments to third parties. The Company’s known contractual obligations as of December 31, 2012 are as follows (in millions):

	Payments due by period
	2013		2014		2015		2016		2017		2018 and Beyond		Total
Long-term debt obligations	$	1	$	142	$	1	$	473	$	—	$	1,399	$	2,016
Interest on fixed rate debt		116		112		112		112		86		892		1,430
Interest on variable rate debt (1)		5		5		5		2		—		—		17
Capital lease obligations		3		3		3		4		4		35		52
Operating lease obligations		51		40		26		19		13		50		199
Purchase obligations (2)		124		38		36		22		21		51		292
Deferred acquisition payments		10		5		—		6		4		—		25
Pension contributions (3)		38		62		66		68		44		44		322
Total (4)	$	348	$	407	$	249	$	706	$	172	$	2,471	$	4,353

(1) Interest on variable rate debt is calculated using the weighted-average interest rate in effect as of December 31, 2012 for all future periods.

(2) Purchase obligations are commitments to suppliers to purchase goods or services, and include take-or-pay arrangements, capital expenditures, and contractual commitments to purchase equipment. We did not include ordinary course of business purchase orders in this amount as the majority of such purchase orders may be canceled and are reflected in historical operating cash flow trends. We do not believe such purchase orders will adversely affect our liquidity position.

(3) The 2013 pension contributions are based on estimates the Company currently projects contributions to our pension plans will be. For other years presented, contributions represent the minimum amount that the company is required to contribute to the plan.

(4) The Company has not included its accounting for uncertainty in income taxes liability in the contractual obligation table as the timing of payment, if any, cannot be reasonably estimated. The balance of this liability at December 31, 2012 was $29 million.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments related to these assets, liabilities, revenues and expenses. We believe these estimates to be reasonable under the circumstances. Management bases its estimates and judgments on historical experience, expected future outcomes, and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

We believe that the following accounting estimates are critical to our financial results:

Tax Estimates. The determination of our tax provision is complex due to operations in several tax jurisdictions outside the United States. We apply a more-likely-than-not recognition threshold for all tax uncertainties. Such uncertainties include any claims by the Internal Revenue Service for income taxes, interest, and penalties attributable to audits of open tax years.

In addition, we record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. We estimate future taxable income and the effect of tax planning strategies in our consideration of whether deferred tax assets will more likely than not be realized. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to reduce the net deferred tax assets would be charged to earnings in the period such determination was made. Conversely, if we were to determine that we would be able to realize our net deferred tax assets in the future in excess of their currently recorded amount, an adjustment to increase the net deferred tax assets would be credited to earnings in the period such determination was made.

Impairment of Assets. The Company exercises judgment in evaluating assets for impairment. Goodwill and other indefinite-lived intangible assets are tested for impairment annually, or when circumstances arise which indicate there may be an impairment. Long-lived assets are tested for impairment when economic conditions or management decisions indicate an impairment may exist. These tests require comparing recorded values to estimated fair values for the assets under review.

The Company has recorded its goodwill and conducted testing for potential goodwill impairment at a reporting unit level. Our reporting units represent a business for which discrete financial information is available and segment management regularly reviews the operating results. There are nine reporting units within the Company, with over 90% of the goodwill recorded in two reporting units within the Building Materials operating segment.

Goodwill testing is performed in accordance with ASC 350-20 which allows a company to perform qualitative testing prior to the two-step impairment testing. See Note 1 to the Consolidated Financial Statements for further discussion. Goodwill tests require assessing qualitative factors to determine that a reporting unit’s carrying value would be more-likely-than-not to exceed its fair value. In the event we were to determine that a reporting unit’s carrying value would be more-likely-than not to exceed its fair value, quantitative testing would be performed comparing recorded values to estimated fair values.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

As part of our goodwill qualitative testing process, we evaluate various factors to determine whether it is reasonably likely that management’s assessment would indicate a material impact on the fair value of a reporting unit. Factors assessed in the qualitative approach are cash flow forecasts of our reporting units, the strength of our balance sheet, changes in strategic outlook or organizational structure, industry and market changes and macroeconomic indicators. The cash flow forecasts of the reporting units are based upon management’s long-term view of our markets and are the forecasts that are used by senior management and the Board of Directors to evaluate operating performance. The strength of our balance sheet is sufficient in our view to meet our obligations. Management changes in strategic outlook or organizational structure are our view on internally driven strategic or organizational changes that would have a material impact to our results of operations or product offerings. Industry and market changes are our view on changes outside of our company that would have a material impact to our results of operations or product offerings. Macroeconomic indicators are our view of economic conditions that would have a material impact on future cash flow forecasts. For the testing performed in 2012, we concluded that there were no reasonably likely changes that would materially impact the fair value of a reporting unit. However, changes in strategic outlook by management on the best use of the company’s asset portfolio or decreases in the Company’s long-term view for any of our reporting units could increase the likelihood of recognizing an impairment charge in the future.

Our annual test of goodwill for impairment was conducted as of October 1, 2012, which concluded that no reporting units were more-likely-than-not to having a carrying value in excess of its fair value, and thus, no impairment charges being required.

Generally, when performing goodwill quantitative testing, fair values are estimated using a discounted cash flow approach unless circumstances indicate that a better estimate of fair value is available. Significant estimates in the discounted cash flow approach are cash flow forecasts of our reporting units, the discount rate, the terminal business value and the projected income tax rate. The cash flow forecasts of the reporting units are based upon management’s long-term view of our markets and are the forecasts that are used by senior management and the Board of Directors to evaluate operating performance. The discount rate utilized is management’s estimate of what the market’s weighted average cost of capital is for a company with a similar debt rating and stock volatility, as measured by beta. The projected income tax rates utilized are the cash tax rates that a prospective buyer would most likely factor into a fair value calculation for each reporting unit. Key factors considered are the statutory rate for the countries where each reporting unit operates and the implementation of a reasonable level of income tax planning strategies. The terminal business value is determined by applying a business growth factor to the latest year for which a forecast exists. As part of our goodwill quantitative testing process, we would evaluate whether there are reasonably likely changes to management’s estimates that would have a material impact on the results of the goodwill impairment testing.

For the testing performed in 2012, we assessed qualitative factors and we concluded that there are no reasonably likely changes that would materially impact the fair value of a reporting unit and thus, no quantitative testing being required. However, changes in strategic outlook by management on the best use of the company’s asset portfolio or decreases in the Company’s long-term view for any of our reporting units could increase the likelihood of recognizing an impairment charge in the future.

Other indefinite-lived intangible assets are the Company’s trademarks. Fair values used in testing for potential impairment of our trademarks are calculated by applying an estimated market value royalty rate to the forecasted revenues of the businesses that utilize those assets. The assumed cash flows from this calculation are discounted using the Company’s weighted average cost of capital.

Fair values for long-lived asset testing are calculated by estimating the undiscounted cash flows from the use and ultimate disposition of the asset or by estimating the amount that a willing third party would pay. For impairment

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

testing, long-lived assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. We group long-lived assets based on manufacturing facilities that produce similar products either globally or within a geographic region. Management tests asset groups for potential impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Current market conditions have caused the Company to have idle capacity. We consider such idled capacity to be unimpaired because there has not been a significant change in the forecasted long-term cash flows at the asset group level to indicate that the carrying values may not be recoverable. While management’s current strategy is to utilize this capacity to meet expected future demand, any significant decrease in this expectation or change in management’s strategy could result in future impairment charges related to this excess capacity. We evaluated and concluded that there are not any reasonably likely changes to management’s estimates that would indicate that the carrying value of our long-lived assets is unrecoverable.

In addition, changes in management intentions, market conditions, operating performance and other similar circumstances could affect the assumptions used in these impairment tests. Changes in the assumptions could result in impairment charges that could be material to our Consolidated Financial Statements in any given period.

Pensions and Other Postretirement Benefits. Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, extensive use is made of assumptions about investment returns, discount rates, inflation, mortality, turnover, and medical costs. Changes in assumptions used could result in a material impact to our Consolidated Financial Statements in any given period.

Two key assumptions that could have a significant impact on the measurement of pension liability and pension expense are the discount rate and the expected return on plan assets. For our largest plan, the United States plan, the discount rate used for the December 31, 2012 measurement date was derived by matching projected benefit payments to bond yields obtained from the Towers Watson proprietary United States RATE:Link 40-90 pension discount curve developed as of the measurement date. The Towers Watson United States RATE:Link 40-90 pension discount curve is based on certain corporate bonds rated Aa whose weighted average yields lie within the 40^th to 90^th percentiles of the bonds considered. Corporate bonds are treated as being Aa or better generally if at least half of the available ratings are Aa or better as determined by Moody’s, Standard & Poor’s, Fitch and Dominion Bond Rating Services. The result supported a discount rate of 3.80% at December 31, 2012 compared to 4.60% at December 31, 2011. A 25 basis point increase (decrease) in the discount rate would decrease (increase) the December 31, 2012 projected benefit obligation for the United States pension plans by approximately $38 million. A 25 basis point increase (decrease) in the discount rate would decrease (increase) 2013 net periodic pension cost by approximately $0.5 million.

The expected return on plan assets in the United States plan was derived by taking into consideration the target plan asset allocation, historical rates of return on those assets, projected future asset class returns and net outperformance of the market by active investment managers. We use the target plan asset allocation because we rebalance our portfolio to target on a quarterly basis. An asset return model was used to develop an expected range of returns on plan investments over a 20 year period, with the expected rate of return selected from a best estimate range within the total range of projected results. This process resulted in the selection of an expected return of 7.50% at the December 31, 2012 measurement date, which is used to determine net periodic pension cost for the year 2013. This assumption is .25% higher and .25% lower than the 7.25% return selected at the December 31, 2011 and 7.75% return selected at the December 31, 2010 measurement dates, respectively. A 25 basis point increase (decrease) in return on plan assets assumption would result in a respective decrease (increase) of 2013 net periodic pension cost by approximately $2 million.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

The discount rate for our United States postretirement plan was selected using the same method as described for the pension plan. The result supported a discount rate of 3.50% at December 31, 2012 compared to 4.35% at December 31, 2011. A 25 basis point increase (decrease) in the discount rate would decrease (increase) the United States postretirement benefit obligation by approximately $6 million and decrease (increase) 2013 net periodic postretirement benefit cost by less than $1 million.

The methods corresponding to those described above are used to determine the discount rate and expected return on assets for non-U.S. pension and postretirement plans, to the extent applicable.

ADOPTION OF NEW ACCOUNTING STANDARDS

In July 2012, the Financial Accounting Standards Board issued updated guidance on the periodic testing of indefinite-lived intangible assets for impairment. The updated guidance gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of their indefinite-lived intangible assets are less than its carrying amount and, thus, whether further impairment testing is necessary. The updated accounting guidance is effective for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company believes there will be no impact from the adoption of this standard on its Consolidated Financial Statements.

ENVIRONMENTAL MATTERS

We have been deemed by the United States Environmental Protection Agency to be a Potentially Responsible Party (“PRP”) with respect to certain sites under the Comprehensive Environmental Response Compensation and Liability Act. We have also been deemed a PRP under similar state or local laws and in other instances other PRPs have brought suits against us as a PRP for contribution under such federal, state, or local laws. At December 31, 2012, we had environmental remediation liabilities as a PRP at 19 sites where we have a continuing legal obligation to either complete remedial actions or contribute to the completion of remedial actions as part of a group of PRPs. For these sites we estimate a reserve to reflect environmental liabilities that have been asserted or are probable of assertion, in which liabilities are probable and reasonably estimable. At December 31, 2012, our reserve for such liabilities was $7 million.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Our disclosures and analysis in this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements present our current forecasts and estimates of future events. These statements do not strictly relate to historical or current results and can be identified by words such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “likely,” “may,” “plan,” “project,” “strategy,” “will” and other terms of similar meaning or import in connection with any discussion of future operating, financial or other performance. These forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those projected in the statements. These risks, uncertainties and other factors include, without limitation:

• economic and political conditions, including new legislation or other governmental actions;

• levels of residential and commercial construction activity;

• competitive factors;

• pricing factors;

• weather conditions;

• our level of indebtedness;

• industry and economic conditions that affect the market and operating conditions of our customers, suppliers or lenders;

• availability and cost of raw materials;

• availability and cost of credit;

• interest rate movements;

• issues related to expansion of our production capacity;

• issues related to acquisitions, divestitures and joint ventures;

• our ability to utilize our net operating loss carryforwards;

• achievement of expected synergies, cost reductions and/or productivity improvements;

• issues involving implementation of new business systems;

• foreign exchange fluctuations;

• research and development activities;

• difficulties in managing production capacity; and

• labor disputes.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

All forward-looking statements in this report should be considered in the context of the risk and other factors described above and as detailed from time to time in the Company’s Securities and Exchange Commission filings. Any forward-looking statements speak only as of the date the statement is made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results could differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this report are cautioned not to place undue reliance on the forward-looking statements.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is exposed to the impact of changes in foreign currency exchange rates, interest rates and the prices of various commodities used in the normal course of business. To mitigate some of the near-term volatility in our earnings and cash flows, the Company manages certain of our exposures through the use of certain financial contracts, contracts for physical delivery of a particular commodity, and derivative financial instruments. The Company’s objective with these instruments is to reduce exposure to fluctuations in earnings and cash flows. The Company’s policy enables the use of foreign currency, interest rate and commodity derivative financial instruments only to the extent necessary to manage exposures as described above. The Company does not enter into such transactions for trading purposes.

A discussion of the Company’s accounting policies for derivative financial instruments, as well as the Company’s exposure to market risk, is included in the Notes to the Consolidated Financial Statements.

For purposes of disclosing the market risk inherent in its derivative financial instruments the Company uses sensitivity analysis disclosures that express the potential loss in fair values of market rate sensitive instruments resulting from changes in interest rates, foreign currency exchange rates, and commodity prices that assume instantaneous, parallel shifts in exchange rates, interest rate yield curves, and commodity prices. The following analysis provides such quantitative information regarding market risk. There are certain shortcomings inherent in the sensitivity analyses presented, primarily due to the assumption that exchange rates change instantaneously and that interest rates change in a parallel fashion. In addition, the analyses are unable to reflect the complex market reactions that normally would arise from the market shifts modeled.

Foreign Exchange Rate Risk

The Company has foreign currency exposures related to buying, selling, and financing in currencies other than the local currencies in which it operates. The Company enters into various forward contracts, which change in value as foreign currency exchange rates change, to preserve the carrying amount of foreign currency-denominated assets, liabilities, commitments, and certain anticipated foreign currency transactions. Exposures are primarily related to the US Dollar versus the Japanese Yen, Chinese Yuan, Canadian dollar, Mexican Peso, and European Euro exchange rates. The net fair value of financial instruments used to limit exposure to foreign currency risk was approximately $(2) million and $1 million as of December 31, 2012 and 2011 respectively. The potential change in fair value at both December 31, 2012 and 2011 for such financial instruments from an increase (decrease) of 10% in quoted foreign currency exchange rates would be an increase (decrease) of approximately $18 million and $3 million, respectively.

Interest Rate Risk

The Company is subject to market risk from exposure to changes in interest rates due to its financing, investing, and cash management activities. The Company has a revolving credit facility, receivables securitization facility,

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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (continued)

other floating rate debt and cash and cash equivalents which are exposed to floating interest rates and may impact cash flow. As of December 31, 2012, the Company had $73 million and $141 million outstanding on the senior revolving credit facility and account securitization facility, respectively, with the balance of other floating rate debt of $7 million. As of December 31, 2011, the balance of the senior term loan facility, and other floating rate debt was $136 million, and $158 million, respectively. Cash and cash equivalents were $55 million and $52 million at December 31, 2012 and 2011, respectively. A one percentage point increase (decrease) in interest rates at both December 31, 2012 and 2011 would increase (decrease) our annual net interest expense for each period by $2 million.

The fair market value of the Company’s senior notes are subject to interest rate risk. It is estimated that at December 31, 2012, a one percentage point increase (decrease) in interest rates would (decrease) increase the fair market value of the notes due in 2016 by 4%, the notes due in 2019 by 7%, the notes due in 2022 by 6% and the notes due in 2036 by 13%. At December 31, 2011, it was estimated that a one percentage point increase (decrease) in interest rates would decrease (increase) the fair market value of the notes due in 2016 by 4%, the notes due in 2019 by 6% and the notes due in 2036 by 13%.

Commodity Price Risk

The Company is exposed to changes in prices of commodities used in its operations, primarily associated with energy, such as natural gas, and raw materials, such as asphalt and polystyrene. The Company enters into cash-settled natural gas, electricity and crude oil swap contracts to protect against changes in natural gas and energy prices that mature within 15 months; however, no financial instruments are currently used to protect against changes in raw material costs. At December 31, 2012 and 2011, the net fair value of such swap contracts was a liability of approximately $1 million and $3 million, respectively. The potential change in fair value at December 31, 2012 and 2011 resulting from an increase (decrease) of 10% change in the underlying commodity prices would be an increase (decrease) of approximately $3 million and $2 million, respectively. This amount excludes the offsetting impact of the price risk inherent in the physical purchase of the underlying commodities.

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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Pages 47 through 90 of this filing are incorporated here by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

The Company has nothing to report under this Item.

ITEM 9A. CONTROLS AND PROCEDURES

The Company maintains (a) disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, (the “Exchange Act”)), and (b) internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

A report of the Company’s management on the Company’s internal control over financial reporting is contained on page 45 hereof and is incorporated here by reference. PricewaterhouseCoopers LLP’s report on the effectiveness of internal control over financial reporting is included in the Report of Independent Registered Public Accounting Firm beginning on page 46 hereof.

During the fourth quarter of 2012, the Company upgraded its enterprise resource planning system for one of its businesses as part of its overall information technology strategy. The system change was not made in response to any deficiency in the Company’s internal controls. There were no other changes in the Company’s internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

ITEM 9B. OTHER INFORMATION

The Company has nothing to report under this Item.

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Part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to directors and corporate governance will be presented in the 2013 Proxy Statement in the sections entitled “Information Concerning Directors,” “Governance Information” and “Section 16(a) Beneficial Ownership Reporting Compliance,” and such information is incorporated herein by reference.

Information with respect to executive officers is included herein under Part I, “Executive Officers of Owens Corning.”

Code of Ethics for Senior Financial Officers

Owens Corning has adopted an Ethics Policy for Chief Executive and Senior Financial Officers that applies to our Chief Executive Officer, Chief Financial Officer and Controller. The Company has filed this policy as an exhibit to this Annual Report on Form 10-K.

ITEM 11. EXECUTIVE COMPENSATION

Information regarding executive officer and director compensation will be presented in the 2013 Proxy Statement under the section entitled “Executive Compensation,” exclusive of the subsection entitled “Compensation Committee Report,” and the section entitled “2012 Non-Employee Director Compensation,” and such information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding security ownership of certain beneficial owners and management and related stockholder matters, as well as equity compensation plan information, will be presented in the 2013 Proxy Statement under the sections entitled “Security Ownership of Certain Beneficial Owners and Management” and “Securities Authorized for Issuance Under Equity Compensation Plans,” and such information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS, RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

Information regarding certain relationships and related transactions and director independence will be presented in the 2013 Proxy Statement under the sections entitled “Certain Transactions with Related Persons,” “Review of Transactions with Related Persons,” “Director Qualifications Standards” and “Director Independence,” and such information is incorporated herein by reference.

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The aggregate accounting fees billed and services provided by the Company’s principal accountants for the years ended December 31, 2012 and 2011 are as follows (in thousands):

	2012		2011
Audit Fees (1)	$	4,653	$	4,617
Audit-Related Fees (2)		15		37
Tax Fees		450		427
All Other Fees (3)		258		215
Total Fees	$	5,376	$	5,296

(1) Amounts shown reflect fees for the years ended December 31, 2012 and 2011, respectively.

(2) The fees relate primarily to review of the Company’s required franchise disclosure documents in 2012 and 2011.

(3) Amounts shown include fees related primarily to due diligence work in 2012 and 2011.

It is the Company’s practice that all services provided the Company by its independent registered public accounting firm be pre-approved either by the Audit Committee or by the Chairman of the Audit Committee pursuant to authority delegated by the Audit Committee. No part of the independent registered public accounting firm services related to the Audit-Related Fees, Tax Fees, or All Other Fees listed in the table above was approved by the Audit Committee pursuant to the exemption from pre-approval provided by paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X.

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Part IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) DOCUMENTS FILED AS PART OF THIS REPORT

1. See Index to Consolidated Financial Statements on page 48 hereof.

2. See Index to Financial Statement Schedules on page 108 hereof.

3. See Exhibit Index beginning on page 110 hereof.

Management contracts and compensatory plans and arrangements required to be filed as an exhibit pursuant to Form 10-K are denoted in the Exhibit Index by an asterisk (“*”).

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SIGNATURES

Pursuant to the requirements of the Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

OWENS CORNING

By	/s/ Michael H. Thaman	Date    February 20, 2013
	Michael H. Thaman,
	Chairman of the Board, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Michael H. Thaman	Date    February 20, 2013
Michael H. Thaman,
Chairman of the Board, President,
Chief Executive Officer and Director
/s/ Michael C. McMurray	Date    February 20, 2013
Michael C. McMurray,
Senior Vice President and
Chief Financial Officer
/s/ Kelly J. Schmidt	Date    February 20, 2013
Kelly J. Schmidt,
Vice President and Controller
/s/ Norman P. Blake, Jr.	Date    February 20, 2013
Norman P. Blake, Jr.,
Director
/s/ Gaston Caperton	Date    February 20, 2013
Gaston Caperton,
Director
/s/ J. Brian Ferguson	Date    February 20, 2013
J. Brian Ferguson,
Director
/s/ Ralph F. Hake	Date    February 20, 2013
Ralph F. Hake,
Director
/s/ F. Philip Handy	Date    February 20, 2013
F. Philip Handy,
Director

-47-

/s/ Ann Iverson	Date    February 20, 2013
Ann Iverson,
Director
/s/ James J. McMonagle	Date    February 20, 2013
James J. McMonagle,
Director
/s/ W. Howard Morris	Date    February 20, 2013
W. Howard Morris,
Director
/s/ Joseph F. Neely	Date    February 20, 2013
Joseph F. Neely,
Director
/s/ Suzanne P. Nimocks	Date    February 20, 2013
Suzanne P. Nimocks,
Director
/s/ John D. Williams	Date    February 20, 2013
John D. Williams,
Director

-48-

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

ITEM	PAGE
Management’s Report on Internal Control Over Financial Reporting		49
Report of Independent Registered Public Accounting Firm		50
Consolidated Statements of Earnings		51
Consolidated Statements of Comprehensive Earnings		52
Consolidated Balance Sheets		53
Consolidated Statements of Stockholders’ Equity		54
Consolidated Statements of Cash Flows		55
Notes to Consolidated Financial Statements		56
1. Business and summary of significant accounting policies		56
2. Segment information		60
3. Inventories		64
4. Derivative financial instruments		64
5. Goodwill and other intangible assets		67
6. Property, plant and equipment		68
7. Changes in noncontrolling interests		68
8. Investments in affiliates		69
9. Acquisitions		70
10. Divestitures		70
11. Leases		71
12. Accounts payable and accrued liabilities		71
13. Warranties		71
14. Cost reduction actions		72
15. Debt		73
16. Pension plans		75
17. Postemployment and postretirement benefits other than pensions		80
18. Contingent liabilities and other matters		83
19. Stock compensation		84
20. Accumulated other comprehensive income		89
21. Warrants		89
22. Earnings per share		90
23. Fair value measurement		91
24. Income taxes		93
25. Accounting pronouncements		95
26. Quarterly financial information (unaudited)		96
27. Condensed consolidating financial statements		97

-49-

Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 based on the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework.

PricewaterhouseCoopers LLP has audited the effectiveness of the internal controls over financial reporting as of December 31, 2012 as stated in their Report of Independent Registered Public Accounting Firm on page 46 hereof.

Based on our assessment, management determined that, as of December 31, 2012, the Company’s internal control over financial reporting was effective.

/s/ Michael H. Thaman	Date    February 20, 2013
Michael H. Thaman,
President and Chief Executive Officer
/s/ Michael C. McMurray	Date    February 20, 2013
Michael C. McMurray,
Senior Vice President and Chief Financial Officer

-50-

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Owens Corning:

In our opinion, the accompanying consolidated balance sheets and the related consolidated statements of earnings (loss), comprehensive earnings (loss), stockholders’ equity and cash flows present fairly, in all material respects, the financial position of Owens Corning and its subsidiaries at December 31, 2012 and 2011, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2012 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements and financial statement schedule, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements, on the financial statement schedule, and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ PricewaterhouseCoopers LLP

Toledo, Ohio

February 20, 2013

-51-

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS (LOSS)

(in millions, except per share amounts)

	Twelve Months Ended Dec. 31,
	2012			2011			2010
NET SALES	$	5,172		$	5,335		$	4,997
COST OF SALES		4,375			4,307			4,041
Gross margin		797			1,028			956
OPERATING EXPENSES
Marketing and administrative expenses		509			525			516
Science and technology expenses		79			77			76
Charges related to cost reduction actions		51			—			29
Other expenses (income), net		10			(35	)		129
Total operating expenses		649			567			750
EARNINGS BEFORE INTEREST AND TAXES		148			461			206
Interest expense, net		114			108			110
Loss on extinguishment of debt		74			—			—
EARNINGS (LOSS) BEFORE TAXES		(40	)		353			96
Less: Income tax expense (benefit)		(28	)		74			(840	)
Equity in net earnings of affiliates		(4	)		2			4
NET EARNINGS (LOSS)		(16	)		281			940
Less: Net earnings attributable to noncontrolling interests		3			5			7
NET EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING	$	(19	)	$	276		$	933
EARNINGS (LOSS) PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
Basic	$	(0.16	)	$	2.25		$	7.43
Diluted	$	(0.16	)	$	2.23		$	7.37
WEIGHTED-AVERAGE COMMON SHARES
Basic		119.4			122.5			125.6
Diluted		119.4			123.5			126.6

The accompanying Notes to the Consolidated Financial Statements are an integral part of this Statement.

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS (LOSS)

(in millions)

	Twelve Months Ended Dec. 31,
	2012			2011			2010
NET EARNINGS (LOSS)	$	(16	)	$	281		$	940
Currency translation adjustment		5			(39	)		26
Pension and other postretirement adjustment (net of tax of $(27), $(22) and $(35) for the periods ended December 31, 2012, 2011 and 2010, respectively)		(56	)		(80	)		(36	)
Deferred income (loss) on hedging (net of tax of $0, $(1) and $0 for the periods ended December 31, 2012, 2011 and 2010, respectively)		2			(2	)		2
COMPREHENSIVE EARNINGS (LOSS)		(65	)		160			932
Less: Comprehensive earnings attributable to noncontrolling interests		3			5			8
COMPREHENSIVE EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING	$	(68	)	$	155		$	924

The accompanying Notes to the Consolidated Financial Statements are an integral part of this Statement.

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions)

	Dec. 31, 2012			Dec. 31, 2011
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	55		$	52
Receivables, less allowances of $17 at Dec. 31, 2012 and $15 at Dec. 31, 2011		600			610
Inventories		786			795
Other current assets		171			179
Total current assets		1,612			1,636
Property, plant and equipment, net		2,903			2,904
Goodwill		1,143			1,144
Intangible assets		1,045			1,073
Deferred income taxes		604			538
Other non-current assets		261			232
TOTAL ASSETS	$	7,568		$	7,527
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	897		$	876
Short-term debt		5			28
Long-term debt – current portion		4			4
Total current liabilities		906			908
Long-term debt, net of current portion		2,076			1,930
Pension plan liability		480			435
Other employee benefits liability		274			267
Deferred income taxes		38			51
Other liabilities		219			195
OWENS CORNING STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.01 per share (a)		—			—
Common stock, par value $0.01 per share (b)		1			1
Additional paid in capital		3,925			3,907
Accumulated earnings		451			470
Accumulated other comprehensive deficit		(364	)		(315	)
Cost of common stock in treasury (c)		(475	)		(362	)
Total Owens Corning stockholders’ equity		3,538			3,701
Noncontrolling interests		37			40
Total equity		3,575			3,741
TOTAL LIABILITIES AND EQUITY	$	7,568		$	7,527

(a) 10 shares authorized; none issued or outstanding at Dec. 31, 2012 and Dec. 31, 2011

(b) 400 shares authorized; 135.6 issued and 118.3 outstanding at Dec. 31, 2012; 134.4 issued and 120.9 outstanding at Dec. 31, 2011

(c) 17.3 shares at Dec. 31, 2012 and 13.5 shares at Dec. 31, 2011

The accompanying Notes to the Consolidated Financial Statements are an integral part of this Statement.

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions)

	Common Stock Outstanding					Treasury Stock					APIC (a)			Accumulated Earnings (Deficit)			AOCI (b)			NCI (c)			Total
	Shares			Par Value		Shares		Cost
Balance at December 31, 2009		127.8		$	1		4.8	$	(104	)	$	3,847		$	(739	)	$	(185	)	$	33		$	2,853
Comprehensive earnings:
Net earnings		—			—		—		—			—			933			—			7			940
Currency translation adjustment		—			—		—		—			—			—			25			1			26
Pension and other postretirement adjustment (net of tax)		—			—		—		—			—			—			(36	)		—			(36	)
Deferred gain on hedging transactions (net of tax)		—			—		—		—			—			—			2			—			2
Total comprehensive earnings																								932
Changes in subsidiary shares from noncontrolling interests		—			—		—		—			3			—			—			(3	)		—
Stock issuance		0.1										3												3
Purchases of treasury stock		(4.3	)		—		4.5		(125	)		—			—			—			—			(125	)
Stock-based compensation		0.5			—		—		—			23			—			—			—			23
Balance at December 31, 2010		124.1		$	1		9.3	$	(229	)	$	3,876		$	194		$	(194	)	$	38		$	3,686
Comprehensive earnings:
Net earnings		—			—		—		—			—			276			—			5			281
Currency translation adjustment		—			—		—		—			—			—			(39	)		—			(39	)
Pension and other postretirement adjustment (net of tax)		—			—		—		—			—			—			(80	)		—			(80	)
Deferred gain on hedging transactions (net of tax)		—			—		—		—			—			—			(2	)		—			(2	)
Total comprehensive earnings																								160
Changes in subsidiary shares from noncontrolling interests		—			—		—		—			—			—			—			(3	)		(3	)
Stock issuance		0.1			—		—		—			10			—			—			—			10
Purchases of treasury stock		(4.2	)		—		4.2		(133	)		—			—			—			—			(133	)
Stock-based compensation		0.9			—		—		—			21			—			—			—			21
Balance at December 31, 2011		120.9		$	1		13.5	$	(362	)	$	3,907		$	470		$	(315	)	$	40		$	3,741
Comprehensive earnings:
Net earnings		—			—		—		—			—			(19	)		—			3			(16	)
Currency translation adjustment		—			—		—		—			—			—			5			—			5
Pension and other postretirement adjustment (net of tax)		—			—		—		—			—			—			(56	)		—			(56	)
Deferred loss on hedging transactions (net of tax)		—			—		—		—			—			—			2			—			2
Total comprehensive earnings																								(65	)
Purchase of subsidiary shares from noncontrolling interests		—			—		—		—			(16	)		—			—			(6	)		(22	)
Stock issuance		0.5			—		—		—			11			—			—			—			11
Purchases of treasury stock		(3.8	)		—		3.8		(113	)		—			—			—			—			(113	)
Stock-based compensation		0.7			—		—		—			23			—			—			—			23
Balance at December 31, 2012		118.3		$	1		17.3	$	(475	)	$	3,925		$	451		$	(364	)	$	37		$	3,575

(a) Additional Paid in Capital (“APIC”)

(b) Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”)

(c) Noncontrolling Interest (“NCI”)

The accompanying Notes to the Consolidated Financial Statements are an integral part of this Statement.

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Twelve Months Ended Dec. 31,
	2012			2011			2010
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
Net earnings (loss)	$	(16	)	$	281		$	940
Adjustments to reconcile net earnings (loss) to cash provided by operating activities:
Depreciation and amortization		349			318			320
(Gain) loss on sale of businesses and fixed assets		(17	)		(30	)		2
Asset impairments		6			—			117
Deferred income taxes		(59	)		55			(867	)
Provision for pension and other employee benefits liabilities		36			36			26
Stock-based compensation expense		24			21			23
Other non-cash		(14	)		(22	)		(19	)
Loss on extinguishment of debt		74			—			—
Change in working capital		9			(262	)		15
Pension fund contribution		(50	)		(117	)		(32	)
Payments for other employee benefits liabilities		(22	)		(24	)		(26	)
Other		10			33			(11	)
Net cash flow provided by operating activities		330			289			488
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment		(332	)		(442	)		(314	)
Investment in subsidiaries and affiliates, net of cash acquired		—			(84	)		—
Proceeds from Hurricane Sandy insurance claims		20			—			—
Proceeds from the sale of assets or affiliates		59			81			65
Net cash flow used for investing activities		(253	)		(445	)		(249	)
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities		1,877			1,912			631
Payments on senior revolving credit and receivables securitization facilities		(1,957	)		(1,630	)		(619	)
Proceeds from long-term debt		599			6			5
Payments on long-term debt		(441	)		(10	)		(609	)
Purchases of noncontrolling interest		(22	)		—			(30	)
Net increase (decrease) in short-term debt		(23	)		26			(10	)
Purchases of treasury stock		(113	)		(138	)		(120	)
Other		4			8			2
Net cash flow provided by (used for) financing activities		(76	)		174			(750	)
Effect of exchange rate changes on cash		2			(18	)		(1	)
Net increase (decrease) in cash and cash equivalents		3			—			(512	)
Cash and cash equivalents at beginning of period		52			52			564
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	55		$	52		$	52
DISCLOSURE OF CASH FLOW INFORMATION
Cash paid during the year for income taxes	$	30		$	24		$	16
Cash paid during the year for interest	$	122		$	111		$	108

The accompanying Notes to the Consolidated Financial Statements are an integral part of this Statement.

-56-

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Owens Corning, a Delaware corporation, is a leading global producer of glass fiber reinforcements and other materials for composite systems and of residential and commercial building materials. The Company operates within two segments: Composites, which includes the Company’s Reinforcements and Downstream businesses; and Building Materials, which includes the Company’s Insulation, Roofing, and Other businesses. Through these lines of business, Owens Corning manufactures and sells products worldwide. The Company maintains leading market positions in all of its major product categories.

Basis of Presentation

Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning and its subsidiaries.

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States.

Principles of Consolidation

The Consolidated Financial Statements of the Company include the accounts of majority-owned subsidiaries. Intercompany accounts and transactions are eliminated.

Reclassifications

Certain reclassifications have been made to the 2011 and 2010 Consolidated Financial Statements and Notes to the Consolidated Financial Statements to conform to the classifications used in 2012.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Revenue Recognition

Revenue is recognized when title and risk of loss pass to the customer. Provisions for discounts and rebates to customers, returns, warranties and other adjustments are provided in the same period that the related sales are recorded and are based on historical experience, current conditions and contractual obligations, as applicable.

Cost of Sales

Cost of sales includes material, labor, energy and manufacturing overhead costs, including depreciation and amortization expense associated with the manufacture and distribution of the Company’s products. Distribution costs include inbound freight costs; purchasing and receiving costs; inspection costs; warehousing costs; shipping and handling costs, which include costs incurred relating to preparing, packaging, and shipping products to customers; and other costs of the Company’s distribution network. All shipping and handling costs billed to the customer are included as net sales in the Consolidated Statements of Earnings (Loss).

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.    BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Marketing and Administrative Expenses

Marketing and administrative expenses include selling and administrative costs, including depreciation and amortization expense, not directly associated with the manufacture and distribution of the Company’s products.

Included in marketing and administrative expenses are marketing and advertising costs, which are expensed the first time the advertisement takes place. Marketing and advertising costs include advertising, substantiated customer incentive programs, and marketing communications. Marketing and advertising expenses for the years ended December 31, 2012, 2011, and 2010 were $109 million, $105 million and $111 million, respectively.

Science and Technology Expenses

The Company incurs certain expenses related to science and technology. These expenses include salaries, building and equipment costs, utilities, administrative expenses, materials and supplies associated with the improvement and development of the Company’s products and manufacturing processes. These costs are expensed as incurred.

Earnings (Loss) per Share

Basic earnings (loss)per share are computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss)per share reflect the dilutive effect of common equivalent shares and increased shares that would result from the conversion of equity securities. The effects of anti-dilution are not presented.

Cash and Cash Equivalents

The Company defines cash and cash equivalents as cash and time deposits with original maturities of three months or less when purchased.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is an estimate of the amount of probable credit losses in our existing accounts receivable. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered.

Inventory Valuation

Inventory costs include material, labor, and manufacturing overhead costs, including depreciation and amortization expense associated with the manufacture and distribution of the Company’s products. Inventories are stated at lower of cost or market value. Cost is determined by the first-in, first-out (“FIFO”) method.

Investments in Affiliates

The Company accounts for investments in affiliates of 20% to 50% ownership when the Company does not have a controlling financial interest using the equity method under which the Company’s share of earnings of the affiliate is reflected in earnings and dividends are credited against the investment in affiliate when declared.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.    BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Goodwill and Other Intangible Assets

Goodwill assets are not amortized but are tested for impairment on at least an annual basis. In the current year, the Company used a qualitative approach to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount.

As part of our goodwill qualitative testing process, we evaluate various factors to determine whether it is reasonably likely that management’s assessment would indicate a material impact on the fair value of a reporting unit. Factors assessed in the qualitative approach are cash flow forecasts of our reporting units, the strength of our balance sheet, changes in strategic outlook or organizational structure, industry and market changes and macroeconomic indicators. If this assessment indicates the possibility of impairment, the income approach to test for goodwill impairment would be used unless circumstances indicate that a better estimate of fair value was available. This review is performed annually, or when circumstances would arise which indicate there may be impairment. When applying the income approach, the Company would perform a discounted cash flow analysis based on its expectations of future net earnings from each reporting unit. Significant assumptions used would include projected cash flows, discount rate, projected income tax rate and terminal business value. These inputs are considered Level 3 inputs under the fair value hierarchy as they are the Company’s own data, and are unobservable in the marketplace. See Note 5 to the Consolidated Financial Statements for further discussion.

Other indefinite-lived intangible assets are not amortized but are tested for impairment on at least an annual basis or when determined to have a finite useful life. Substantially all of the indefinite-lived intangible assets are in trademarks and trade names. The Company uses the royalty relief approach to determine whether it is more likely than not that the fair value of these assets is less than its carrying amount. This review is performed annually, or when circumstances arise which indicate there may be impairment. When applying the royalty relief approach, the Company performs a discounted cash flow analysis based on the value derived from owning these trademarks and trade names and being relieved from paying royalty to third parties. Significant assumptions used include projected cash flows, discount rate, projected income tax rate and terminal business value. These inputs are considered Level 3 inputs under the fair value hierarchy as they are the Company’s own data, and are unobservable in the marketplace.

Identifiable intangible assets with a determinable useful life are amortized over that determinable life. Amortization expense for the years ended December 31, 2012, 2011 and 2010 was $21 million, $22 million and $21 million, respectively. See Note 5 to the Consolidated Financial Statements for further discussion.

Properties and Depreciation

Property, plant and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. Property, plant and equipment accounts are relieved of the cost and related accumulated depreciation when assets are disposed of or otherwise retired. Precious metals used in our production tooling are included in property, plant and equipment and are depleted as they are consumed during the production process. Depletion typically represents an annual expense of less than 3 percent of the outstanding value and is recorded in cost of sales on the Consolidated Statements of Earnings (Loss). For the years ended December 31, 2012, 2011 and 2010 depreciation expense was $328 million, $296 million and $299 million, respectively.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.    BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

The range of useful lives for the major components of the Company’s plant and equipment is as follows:

Buildings and leasehold improvements	15 – 40 years
Machinery and equipment
Furnaces	4 – 15 years
Information systems	5 – 10 years
Equipment	5 – 20 years

Expenditures for normal maintenance and repairs are expensed as incurred.

Asset Impairments

The Company exercises judgment in evaluating tangible and intangible long-lived assets for impairment. This requires significant assumptions including projected cash flows, projected income tax rate and terminal business value. These inputs are considered Level 3 inputs under the fair value hierarchy as they are the Company’s own data, and are unobservable in the marketplace. Changes in management intentions, market conditions or operating performance could indicate that impairment charges might be necessary that would be material to the Company’s Consolidated Financial Statements in any given period.

Income Taxes

The Company recognizes current tax liabilities and assets for the estimated taxes payable or refundable on the tax returns for the current year. Deferred tax balances reflect the impact of temporary differences between the carrying amount of assets and liabilities and their tax basis. Amounts are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. In addition, realization of certain deferred tax assets is dependent upon our ability to generate future taxable income. The Company records a valuation allowance to reduce its deferred tax assets to the amount that it believes is more likely than not to be realized. In addition, the Company estimates tax reserves to cover potential taxing authority claims for income taxes and interest attributable to audits of open tax years.

Taxes Collected from Customers and Remitted to Government Authorities and Taxes Paid to Vendors

Taxes are assessed by various governmental authorities at different rates on many different types of transactions. The Company charges sales tax or Value Added Tax (“VAT”) on sales to customers where applicable, as well as capture and claim back all available VAT that has been paid on purchases. VAT is recorded in separate payable or receivable accounts and does not affect revenue or cost of sales line items in the income statement. VAT receivable is recorded as a percentage of qualifying purchases at the time the vendor invoice is processed. VAT payable is recorded as a percentage of qualifying sales at the time an Owens Corning sale to a customer subject to VAT occurs. Amounts are paid to the taxing authority according to the method and collection prescribed by local regulations. Where applicable, VAT payable is netted against VAT receivable. The Company also pays sales tax to vendors who include a tax, required by government regulations, to the purchase price charged to the Company.

Pension and Other Postretirement Benefits

Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, extensive use is made of assumptions about investment returns, discount rates, inflation, mortality, turnover and medical costs.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1.    BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Derivative Financial Instruments

The Company recognizes all derivative instruments as either assets or liabilities at fair value on the balance sheet. To the extent that a derivative is effective as a cash flow hedge, the change in fair value of the derivative is deferred in accumulated other comprehensive deficit (“OCI”). Any portion considered to be ineffective is reported in earnings immediately. To the extent that a derivative is effective as a fair value hedge, the change in the fair value of the derivative is offset by the change in the fair value of the item being hedged in the Consolidated Statements of Earnings (Loss). See Note 4 to the Consolidated Financial Statements for further discussion.

Foreign Currency

The functional currency of the Company’s subsidiaries is generally the applicable local currency. Assets and liabilities of foreign subsidiaries are translated into United States dollars at the period-end rate of exchange, and their Statements of Earnings (Loss) and Statements of Cash Flows are converted on an ongoing basis at the monthly average rate. The resulting translation adjustment is included in accumulated OCI in the Consolidated Balance Sheets and Consolidated Statements of Stockholders’ Equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the Consolidated Statements of Earnings (Loss) as incurred. The Company recorded a foreign currency transaction loss of $3 million, a gain of $5 million and a loss of $8 million during the years ended December 31, 2012, 2011, and 2010, respectively.

2.    SEGMENT INFORMATION

The Company has two reportable segments: Composites and Building Materials. Accounting policies for the segments are the same as those for the Company. The Company’s two reportable segments are defined as follows:

Composites – comprised of our Reinforcements and Downstream businesses. Within the Reinforcements business, the Company manufactures, fabricates and sells glass reinforcements in the form of fiber. Within the Downstream business, the Company manufactures and sells glass fiber products in the form of fabrics, mat, veil and other specialized products.

Building Materials – comprised of our Insulation and Roofing businesses. Within the Insulation business, the Company manufactures and sells fiberglass insulation into residential, commercial, industrial and other markets for both thermal and acoustical applications. It also manufactures and sells glass fiber pipe insulation, energy efficient flexible duct media and foam insulation used in above- and below-grade construction applications. Within the Roofing business, the Company manufactures and sells residential roofing shingles and oxidized asphalt materials used in residential and commercial construction and specialty applications.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.    SEGMENT INFORMATION (continued)

NET SALES

The following table summarizes our net sales by segment and geographic region (in millions). External customer sales are attributed to geographic region based upon the location from which the product is shipped to the external customer.

	Twelve Months Ended Dec. 31,
	2012			2011			2010
Reportable Segments
Composites	$	1,859		$	1,976		$	1,906
Building Materials		3,482			3,537			3,243
Total reportable segments		5,341			5,513			5,149
Corporate eliminations		(169	)		(178	)		(152	)
NET SALES	$	5,172		$	5,335		$	4,997
External Customer Sales by Geographic Region
United States	$	3,504		$	3,552		$	3,231
Europe		558			619			573
Asia Pacific		639			674			678
Canada and other		471			490			515
NET SALES	$	5,172		$	5,335		$	4,997
Sales by Product Group
Composites	$	1,859		$	1,976		$	1,906
Insulation		1,468			1,368			1,309
Roofing		2,014			2,169			1,847
Other		—			—			87
Corporate Eliminations		(169	)		(178	)		(152	)
NET SALES	$	5,172		$	5,335		$	4,997

EARNINGS BEFORE INTEREST AND TAXES

Earnings before interest and taxes (“EBIT”) by segment consists of net sales less related costs and expenses and are presented on a basis that is used internally for evaluating segment performance. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBIT for our reportable segments and are included in the Corporate, Other and Eliminations category.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.    SEGMENT INFORMATION (continued)

The following table summarizes EBIT by segment (in millions):

	Twelve Months Ended Dec. 31,
	2012			2011			2010
Reportable Segments
Composites	$	91		$	201		$	175
Building Materials		293			332			281
Total reportable segments	$	384		$	533		$	456
Corporate, Other and Eliminations
Net precious metal lease expense	$	—		$	—		$	(2	)
Charges related to cost reduction actions and related items (a)		(136	)		(17	)		(40	)
Acquisition integration and transaction costs		—			—			(13	)
Gains (losses) on sales of assets and related charges (b)		—			16			(120	)
Losses related to Hurricane Sandy		(9	)		—			—
General corporate expense		(91	)		(71	)		(75	)
EBIT	$	148		$	461		$	206

(a) For 2012, 2011, and 2010, includes $51 million, $0 million, and $29 million of charges related to cost reduction actions and $85 million, $17 million, and $11 million of other related items.

(b) The gains (losses) on sales of assets and related charges for 2011 includes $16 million gain on sale of Capivari, Brazil facility and for 2010 includes $114 million charge related to the sale of Masonry Products and $10 million of asset impairments.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.    SEGMENT INFORMATION (continued)

TOTAL ASSETS AND PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHIC REGION

The following table summarizes total assets by segment and property, plant and equipment by geographic region (in millions):

	Dec. 31,
TOTAL ASSETS	2012		2011
Reportable Segments
Composites	$	2,414	$	2,471
Building Materials		3,896		3,878
Total reportable segments	$	6,310	$	6,349
Reconciliation to consolidated total assets
Cash and cash equivalents	$	55	$	52
Deferred income taxes		604		538
Investments in affiliates		51		55
Corporate property, plant and equipment and other assets		548		533
CONSOLIDATED TOTAL ASSETS	$	7,568	$	7,527
PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHIC REGION
United States	$	1,460	$	1,487
Europe		576		613
Canada		226		216
Asia Pacific		272		265
Other		369		323
TOTAL PROPERTY, PLANT AND EQUIPMENT	$	2,903	$	2,904

PROVISION FOR DEPRECIATION AND AMORTIZATION

The following table summarizes the provision for depreciation and amortization by segment (in millions):

	Twelve Months Ended Dec. 31,
	2012		2011		2010
Reportable Segments
Composites	$	123	$	128	$	117
Building Materials		143		157		168
Total reportable segments	$	266	$	285	$	285
General corporate depreciation and amortization (a)	$	83	$	33	$	35
CONSOLIDATED PROVISION FOR DEPRECIATION AND AMORTIZATION	$	349	$	318	$	320

(a) 2012 includes $55 million of accelerated depreciation related to cost reduction actions

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2.    SEGMENT INFORMATION (continued)

ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT

The following table summarizes additions to property, plant and equipment by segment (in millions):

	Twelve Months Ended Dec. 31,
	2012		2011		2010
Reportable Segments
Composites	$	167	$	256	$	152
Building Materials		127		151		138
Total reportable segments	$	294	$	407	$	290
General corporate additions		38		35		24
CONSOLIDATED ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT	$	332	$	442	$	314

3.    INVENTORIES

Inventories consist of the following (in millions):

	Dec. 31,
	2012		2011
Finished goods	$	554	$	597
Materials and supplies		232		198
Total inventories	$	786	$	795

4.    DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to, among other risks, the impact of changes in commodity prices, foreign currency exchange rates, and interest rates in the normal course of business. The Company’s risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes derivative financial instruments to offset a portion of these risks. The Company uses derivative financial instruments only to the extent necessary to hedge identified business risks, and does not enter into such transactions for trading purposes.

The Company generally does not require collateral or other security with counterparties to these financial instruments and is therefore subject to credit risk in the event of nonperformance; however, the Company monitors credit risk and currently does not anticipate nonperformance by other parties. Contracts with counterparties generally contain right of offset provisions. These provisions effectively reduce the Company’s exposure to credit risk in situations where the Company has gain and loss positions outstanding with a single counterparty. It is the Company’s policy to offset on the Consolidated Balance Sheets the amounts recognized for derivative instruments with any cash collateral arising from derivative instruments executed with the same counterparty under a master netting agreement. As of December 31, 2012 and 2011, the Company did not have any amounts on deposit with any of its counterparties, nor did any of its counterparties have any amounts on deposit with the Company.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

4.    DERIVATIVE FINANCIAL INSTRUMENTS (continued)

The following table presents the fair value and respective location of derivatives and hedging instruments on the Consolidated Balance Sheets (in millions):

		Fair Value at
	Location	Dec. 31, 2012		Dec. 31, 2011
Derivative assets designated as hedging instruments:
Cash flow hedges:
Natural gas and electricity	Other current assets	$	—	$	1
Amount of gain recognized in OCI (effective portion)	OCI	$	—	$	1
Derivative liabilities designated as hedging instruments:
Cash flow hedges:
Natural gas and electricity	Accounts payable and accrued liabilities	$	1	$	4
Amount of loss recognized in OCI (effective portion)	OCI	$	1	$	4
Derivative assets not designated as hedging instruments:
Foreign exchange contracts	Other current assets	$	1	$	2
Derivative liabilities not designated as hedging instruments:
Natural gas	Accounts payable and accrued liabilities	$	—	$	1
Foreign exchange contracts	Accounts payable and accrued liabilities	$	3	$	1

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

4.    DERIVATIVE FINANCIAL INSTRUMENTS (continued)

The following table presents the impact and respective location of derivative activities on the Consolidated Statements of Earnings (Loss) (in millions):

		Twelve Months Ended Dec. 31,
	Location	2012		2011			2010
Derivative activity designated as hedging instruments:
Natural gas and electricity:
Amount of loss reclassified from OCI into earnings (effective portion)	Cost of sales	$	5	$	4		$	8
Interest rate swaps:
Amount of loss recognized in earnings (ineffective portion)	Interest expense, net	$	—	$	2		$	4
Derivative activity not designated as hedging instruments:
Natural gas and electricity:
Amount of (gain) loss recognized in earnings	Other (income) expenses, net	$	—	$	(1	)	$	1
Foreign currency exchange contract:
Amount of loss (gain) recognized in earnings (a)	Other (income) expenses, net	$	17	$	(14	)	$	(2	)

(a) (Gains) / losses related to foreign currency derivatives were substantially offset by net revaluation impacts on foreign denominated balance sheet exposures, which were also recorded in Other (income) expenses, net.

Cash Flow Hedges

The Company uses forward and swap contracts, which qualify as cash flow hedges, to manage forecasted exposure to natural gas and electricity prices. The effective portion of the change in the fair value of cash flow hedges is deferred in accumulated OCI on the Consolidated Balance Sheets and is subsequently recognized in cost of sales on the Consolidated Statements of Earnings (Loss) for commodity hedges, when the hedged item impacts earnings. Changes in the fair value of derivative assets and liabilities designated as hedging instruments are shown in other within operating activities on the Consolidated Statement of Cash Flows. Any portion of the change in fair value of derivatives designated as hedging instruments that is determined to be ineffective is recorded in other (income) expenses on the Consolidated Statements of Earnings (Loss).

The Company currently has natural gas derivatives designated as hedging instruments that mature within 15 months. The Company’s policy is to hedge up to 75% of its total forecasted exposures for the next two months, up to 50% of its total forecasted natural gas exposures for the following four months, and lesser amounts for the remaining periods. Based on market conditions, approved variation from the standard policy may occur. The Company performs an analysis for effectiveness of its derivatives designated as hedging instruments at the end of each quarter based on the terms of the contract and the underlying item being hedged.

As of December 31, 2012, $1 million of losses included in OCI on the Consolidated Balance Sheets relate to contracts that will impact earnings during the next 12 months. Transactions and events that are expected to occur

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

4.    DERIVATIVE FINANCIAL INSTRUMENTS (continued)

over the next 12 months that will necessitate recognizing these deferred losses include the recognition of the hedged item through earnings.

Fair Value Hedges

The Company manages its interest rate exposure by balancing the mix of its fixed and variable rate instruments at certain times through interest rate swaps. The swaps are carried at fair value and recorded as other assets or liabilities, with the offset to long-term debt on the Consolidated Balance Sheets. Changes in the fair value of these swaps and that of the related debt are recorded in interest expense, net on the Consolidated Statements of Earnings (Loss). In the fourth quarter of 2011, the Company terminated all existing interest rate swaps.

Other Derivatives

The Company uses forward currency exchange contracts to manage existing exposures to foreign exchange risk related to assets and liabilities recorded on the Consolidated Balance Sheets. Gains and losses resulting from the changes in fair value of these instruments are recorded in other expenses (income), net on the Consolidated Statements of Earnings (Loss).

5.    GOODWILL AND OTHER INTANGIBLE ASSETS

Intangible assets and goodwill consist of the following (in millions):

Dec. 31, 2012	Weighted Average Useful Life		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizable intangible assets:
Customer relationships		19	$	169	$	(58	)	$	111
Technology		20		198		(64	)		134
Franchise and other agreements		15		37		(14	)		23
Indefinite-lived intangible assets:
Trademarks				777		—			777
Total intangible assets			$	1,181	$	(136	)	$	1,045
Goodwill			$	1,143
Dec. 31, 2011	Weighted Average Useful Life		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizable intangible assets:
Customer relationships		19	$	170	$	(48	)	$	122
Technology		20		204		(54	)		150
Franchise and other agreements		15		36		(12	)		24
Indefinite-lived intangible assets:
Trademarks				777		—			777
Total intangible assets			$	1,187	$	(114	)	$	1,073
Goodwill			$	1,144

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

5.    GOODWILL AND OTHER INTANGIBLE ASSETS (continued)

The changes in the net carrying amount of goodwill by segment are as follows (in millions):

	Composites			Building Materials		Total
Balance as of December 31, 2011	$	57		$	1,087	$	1,144
Foreign currency adjustments		(1	)		—		(1	)
Balance as of December 31, 2012	$	56		$	1,087	$	1,143

Other Intangible Assets

The Company expects the ongoing amortization expense for amortizable intangible assets to be $21 million in each of the next five fiscal years. The Company’s future cash flows are not materially impacted by its ability to extend or renew agreements related to our amortizable intangible assets.

Goodwill and Indefinite-Lived Intangible Assets

The Company tests goodwill and indefinite-lived intangible assets for impairment as of October 1 each year, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The annual test performed in 2012 resulted in no impairment of goodwill.

6.    PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment consist of the following (in millions):

	Dec. 31, 2012			Dec. 31, 2011
Land	$	222		$	221
Buildings and leasehold improvements		789			727
Machinery and equipment		3,223			2,932
Construction in progress		147			268
		4,381			4,148
Accumulated depreciation		(1,478	)		(1,244	)
Property, plant and equipment, net	$	2,903		$	2,904

Machinery and equipment includes certain precious metals used in the Company’s production tooling, which comprise approximately 18% and 20% of total machinery and equipment as of December 31, 2012 and December 31, 2011, respectively. Precious metals used in our production tooling are depleted as they are consumed during the production process, which typically represents an annual expense of less than 3% of the outstanding carrying value.

7.    CHANGES IN NONCONTROLLING INTERESTS

In the third quarter of 2012, the Company executed a purchase agreement for the remaining noncontrolling interest of Northern Elastomeric Incorporated (“NEI”), one of the Company’s consolidated subsidiaries. As a

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

7.    CHANGES IN NONCONTROLLING INTERESTS (continued)

result of the purchase agreement, NEI became a wholly-owned subsidiary of the Company, with the Company providing $22 million in cash consideration. The transaction resulted in a $6 million decrease in Noncontrolling interests on the Consolidated Balance Sheets.

In the second quarter of 2009, the Company executed an amended shareholder agreement with the noncontrolling interest of Owens-Corning (India) Limited, now known as Owens-Corning (India) Private Limited (“OCIL”), one of the Company’s consolidated subsidiaries. This agreement included a put/call provision outside the control of the company that was exercised in 2010.

The following table discloses the changes in noncontrolling interests on Owens Corning stockholders’ equity and effects on net earnings attributable to Owens Corning (in millions):

	Twelve Months Ended Dec. 31,
	2012			2011		2010
Net earnings (loss) attributable to Owens Corning	$	(19	)	$	276	$	933
Increase (decrease) in Owens Corning additional paid in capital for NEI purchase agreement		(16	)		—		—
Increase (decrease) in Owens Corning additional paid in capital for OCIL shareholder amendment		—			—		3
Change from net earnings (loss) attributable to Owens Corning and change in noncontrolling interests	$	(35	)	$	276	$	936

8.    INVESTMENTS IN AFFILIATES

At December 31, 2012 and 2011, the Company’s ownership percentage in affiliates, which generally are engaged in the manufacture of fibrous glass and related products for the insulation, construction, reinforcements, and textile markets, included:

	Dec. 31,
	2012			2011
Arabian Fiberglass Insulation Company, Ltd. (Saudi Arabia)		49	%		49	%
Fiberteq LLC (United States)		50	%		50	%
Neptco LLC (United States)		50	%		50	%

The following tables provide summarized financial information on a combined 100% basis for the Company’s affiliates accounted for under the equity method (in millions):

	Dec. 31,
	2012		2011
Current assets	$	53	$	57
Non-current assets	$	85	$	71
Current liabilities	$	22	$	17
Non-current liabilities	$	24	$	19

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

8.    INVESTMENTS IN AFFILIATES (continued)

	Twelve Months Ended Dec. 31,
	2012		2011		2010
Net sales	$	140	$	143	$	131
Gross margin	$	11	$	14	$	14
Net earnings	$	5	$	5	$	7

Dividends received from entities accounted for under the equity method were less than $1 million for the years ended 2012, 2011 and 2010. There were no undistributed earnings of affiliates for the year ended December 31, 2012.

9.    ACQUISITIONS

On July 31, 2011, the Company completed the acquisitions of FiberTEK Insulation West, LLC, an insulation manufacturing operation located in Nephi, Utah and FiberTEK Insulation, LLC, an insulation manufacturing operation located in Lakeland, Florida (the “Acquisitions”) from third parties unrelated to the Company (“the Sellers”). As part of the Company’s global growth strategy, these acquisitions strengthen its position as a market leader in the loosefill insulation market. Operating results of these manufacturing facilities are included in the Company’s Building Materials segment within the Consolidated Financial Statements beginning August 1, 2011.

The Company provided total consideration that had a fair value of $105 million at the acquisition date. Total consideration that the Company provided for the Acquisitions consisted of cash payments of $84 million to the Sellers on July 31, 2011, and $25 million in deferred payments starting in 2013 through 2018. The deferred payments are recorded at their net present value of $21 million in other liabilities on the Consolidated Balance Sheets.

Values of assets acquired and liabilities assumed at the date of the acquisitions include: $37 million in property, plant and equipment and other assets; $3 million in intangible assets; $6 million in working capital and $59 million in goodwill. The pro-forma effect of these acquisitions on revenues and earnings was not material to the twelve months ended December 31, 2011.

10.    DIVESTITURES

On May 18, 2011, the Company sold its Composites glass reinforcements facility in Capivari, Brazil to Chongqing Polycomp International Company (“CPIC”), an unrelated third party. At closing, the Company received $55 million in cash and an additional $6 million was placed into escrow to satisfy any potential adjustments or claims. The escrow period expired and the funds were remitted to Owens Corning during the fourth quarter of 2012. The sale and subsequent expiration of the escrow period resulted in a $16 million and $6 million gain, respectively, which is recorded in other expenses (income), net in the Consolidated Statements of Earnings (Loss).

On December 31, 2010, the Company sold its United States Masonry Products business (“Masonry Products”) to Boral Industries Ltd, an unrelated third party. At closing, the Company received $45 million and will receive an additional $45 million in 2014. The $45 million to be received in 2014 was recorded at its net present value of $40 million in noncurrent assets on the Consolidated Balance Sheets. Additionally, the Company could receive contingent proceeds in 2014 based on 2013 financial performance of the former Masonry Products business. The Company will maintain an interest in the former Masonry Products business until the second payment is received. Masonry Products was a component of the Company’s Building Materials segment.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

11.    LEASES

The Company leases certain equipment and facilities under operating leases expiring on various dates through 2028. Some of these leases include cost-escalation clauses. Such cost-escalation clauses are recognized on a straight-line basis over the lease term. Total rental expense was $79 million, $74 million and $70 million in the years ended December 31, 2012, 2011 and 2010, respectively. At December 31, 2012, the minimum future rental commitments under non-cancelable operating leases with initial maturities greater than one year payable over the remaining lives of the leases are (in millions):

Period	Minimum Future Rental Commitments
2013	$	51
2014	$	40
2015	$	26
2016	$	19
2017	$	13
2018 and beyond	$	50

12.    ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

Accounts payable and accrued liabilities consist of the following (in millions):

	Dec. 31,
	2012		2011
Accounts payable	$	498	$	488
Payroll and vacation pay		115		130
Payroll, property, and other taxes		98		104
Other employee benefits liabilities		40		43
Warranties (current portion)		20		17
Legal and audit fees		11		10
Accrued interest		11		8
Charges related to cost reduction actions		45		2
Other		59		74
Total	$	897	$	876

13.    WARRANTIES

The Company records a liability for warranty obligations at the date the related products are sold. Adjustments are made as new information becomes available. A reconciliation of the warranty liability is as follows (in millions):

	Dec. 31,
	2012			2011
Beginning balance	$	38		$	38
Amounts accrued for current year		24			19
Settlements of warranty claims		(21	)		(19	)
Ending balance	$	41		$	38

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

14.    COST REDUCTION ACTIONS

2012 Cost Reduction Actions

As a result of evaluating market conditions, we took actions to improve the competitive position of our global manufacturing network by closing certain facilities primarily in Europe along with other actions that align with our objectives in the region. In conjunction with these actions, the Company recorded $136 million in charges related to cost reduction actions and related items for the twelve months ended 2012; of which, $51 million is related to severance and is included in charges related to cost reduction actions on the Consolidated Statements of Earnings (Loss) and $85 million is related to other charges. The $85 million of other charges is included in cost of sales on the Consolidated Statements of Earnings (Loss) and consist of $55 million in accelerated depreciation and $30 million in other related charges. Cash payments related to these activities are expected to continue through 2015.

Composites

The Company recorded $131 million in charges related to cost reduction actions and related items for the twelve months ended 2012; of which $49 million is related to severance costs and $82 million is related to other charges. The $82 million of other charges consist of $55 million in accelerated depreciation and $27 million in other related charges. Of the $131 million in total charges, $120 million related to actions taken in Europe to improve the competitive position of our global manufacturing network and the remaining $11 million related to other global actions taken in the fourth quarter of 2012.

The Company anticipates incurring approximately $15 million in additional charges throughout 2013 related to these actions, of which approximately $2 million will be presented as charges related to cost reduction actions on the Consolidated Statements of Earnings (Loss).

Building Materials

In the first quarter of 2012, the Company’s actions resulted in $5 million in charges, comprised of $2 million in severance costs and $3 million of other charges.

The following table summarizes the status of the unpaid liabilities from the Company’s 2012 cost reduction actions (in millions):

	Beginning Balance Dec. 31, 2011		Costs Incurred		Payments		Ending Balance Dec. 31, 2012		Cumulative Charges Incurred
Severance	$	—	$	51	$	6	$	45	$	51
Total	$	—	$	51	$	6	$	45	$	51

2010 Cost Reduction Actions

As part of the Company’s continuing review of its manufacturing network, actions were taken during 2010 to further balance global capacity and respond to market conditions. No charges related to these actions were incurred during the twelve months ended December 31, 2012. During the twelve months ended December 31, 2010, the Company recorded $40 million in charges related to these cost reduction actions and related items; of which $29 million related to severance and are presented in charges related to cost reduction actions on the Consolidated Statements of Earnings (Loss) and $11 million related to accelerated depreciation expense and are included in cost of sales on the Consolidated Statements of Earnings (Loss). Payments related to these actions have all been paid as of December 31, 2012.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15.    DEBT

Details of the Company’s outstanding long-term debt are as follows (in millions):

	Dec. 31, 2012		Dec. 31, 2011
6.50% senior notes, net of discount, due 2016	$	400	$	649
9.00% senior notes, net of discount, due 2019		247		346
4.20% senior notes, net of discount, due 2022		599		—
7.00% senior notes, net of discount, due 2036		540		540
Accounts receivable securitization facility, maturing in 2014		141		158
Senior revolving credit facility, maturing in 2016		73		136
Various capital leases, due through and beyond 2050		52		55
Various floating rate debt, maturing through 2017		2		3
Other fixed rate debt, with maturities up to 2016, at rates up to 11.0%		—		8
Fair value adjustment to debt		26		39
Total long-term debt		2,080		1,934
Less – current portion		4		4
Long-term debt, net of current portion	$	2,076	$	1,930

Senior Notes

The Company issued $600 million of 2022 Senior Notes on October 17, 2012. The proceeds of these notes were used to refinance $250 million of our 2016 Senior Notes, $100 million of our 2019 Senior Notes and pay down our Senior Revolving Credit Facility. Interest on the notes is payable semiannually in arrears on June 15 and December 15 each year, beginning on June 15, 2013.

The Company issued $350 million of 2019 Senior Notes on June 3, 2009. On October 31, 2006, we issued $650 million of 2016 Senior Notes and $540 million of 2036 Senior Notes. The proceeds of these notes were used to pay certain unsecured and administrative claims, finance general working capital needs and for general corporate purposes.

The Senior Notes described above are collectively referred to as the “Senior Notes”. The Senior Notes are general unsecured obligations of the Company and rank pari passu with all existing and future senior unsecured indebtedness of the Company. The notes will be fully and unconditionally guaranteed by each of our current and future domestic subsidiaries that is a borrower or guarantor under our Credit Agreement (as defined below). The guarantees will be unsecured and will rank equally in right of payment with all other existing and future senior unsecured indebtedness of the guarantors. The guarantees will be effectively subordinated to existing and future secured debt of the guarantors to the extent of the assets securing that indebtedness.

The Company has the option to redeem all or part of the Senior Notes at any time at a “make whole” redemption price. The Company is subject to certain covenants in connection with the issuance of the Senior Notes that it believes are usual and customary. The Company was in compliance with these covenants as of December 31, 2012.

In the fourth quarter of 2011, the Company terminated all existing interest rate swaps. The swaps were carried at fair value and recorded as other assets or liabilities, with a fair value adjustment to long-term debt on the Consolidated Balance Sheets. The fair value adjustment to debt will be amortized through 2016 as a reduction to interest expense in conjunction with the maturity date of the notes.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15.    DEBT (continued)

Senior Credit Facilities

In July 2011, the Company amended the Senior Revolving Credit Facility to extend the maturity to July 2016 and reduce the pricing. The available principal amount of $800 million on the Senior Revolving Credit Facility includes both borrowings and letters of credit. Borrowings under the Senior Revolving Credit Facility may be used for general corporate purposes and working capital. The Company has the discretion to borrow under multiple options, which provide for varying terms and interest rates including the United States prime rate or LIBOR plus a spread.

The Senior Revolving Credit Facility contains various covenants, including a maximum allowed leverage ratio and a minimum required interest expense coverage ratio that the Company believes are usual and customary for a senior unsecured credit agreement. The Company was in compliance with these covenants as of December 31, 2012.

The Company had $4 million and $42 million of letters of credit outstanding under the Senior Revolving Credit Facility at December 31, 2012 and 2011, respectively.

Receivables Securitization Facility

Included in long-term debt on the Consolidated Balance Sheets are amounts outstanding under a Receivables Purchase Agreement (the “RPA”). Owens Corning Sales, LLC and Owens Corning Receivables LLC, each a subsidiary of the Company, have a $250 million RPA with certain financial institutions. The securitization facility was amended on December 16, 2011 to extend maturity to December 2014. At December 31, 2012, the Company utilized the full amount permitted under the terms of the receivables securitization facility. The Company had $37 million of letters of credit outstanding under the receivables securitization facility at December 31, 2012. There were no letters of credit outstanding under the receivables securitization facility at December 31, 2011.

The receivables securitization facility contains various covenants, including a maximum allowed leverage ratio and a minimum required interest expense coverage ratio that the Company believes are usual and customary for a securitization facility. The Company was in compliance with these covenants as of December 31, 2012.

Owens Corning Receivables LLC’s sole business consists of the purchase or acceptance through capital contributions of trade receivables and related rights from Owens Corning Sales, LLC and the subsequent retransfer of or granting of a security interest in such trade receivables and related rights to certain purchasers party to the RPA. Owens Corning Receivables LLC is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Owens Corning Receivables LLC’s assets prior to any assets or value in Owens Corning Receivables LLC becoming available to Owens Corning Receivables LLC’s equity holders. The assets of Owens Corning Receivables LLC are not available to pay creditors of the Company or any other affiliates of the Company or Owens Corning Sales, LLC.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

15.    DEBT (continued)

Debt Maturities

The aggregate maturities for all long-term debt issues for each of the five years following December 31, 2012 and thereafter are presented in the table below (in millions). The maturities are stated at total cash the Company is contractually obligated to pay third parties and are not stated net of discount. The effects of the interest rate swap are not included in the table below.

Period	Maturities
2013	$	4
2014		145
2015		4
2016		477
2017		4
2018 and beyond		1,434
Total	$	2,068

Short-Term Debt

At December 31, 2012 and December 31, 2011, short-term borrowings were 5 million and 28 million, respectively. The short-term borrowings for both periods consisted of various operating lines of credit and working capital facilities. Certain of these borrowings are collateralized by receivables, inventories or property. The borrowing facilities are typically for one-year renewable terms. The weighted average interest rate on all short-term borrowings was approximately 4.5% for December 31, 2012 and 7.4% for December 31, 2011.

16.    PENSION PLANS

The Company is committed to providing a competitive benefit package to employees. On August 31, 2009 the Company elected to reorganize its postemployment benefit package, by which the Company enhanced its 401(k) Plan and froze the United States Pension Plan for all salaried employees and a significant portion of hourly employees, effective January 1, 2010.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

16.    PENSION PLANS (continued)

The following tables provides a reconciliation of the change in the projected benefit obligation, the change in plan assets and the net amount recognized in the Consolidated Balance Sheets for the years ended December 31, 2012 and 2011 (in millions):

	Dec. 31, 2012									Dec. 31, 2011
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Change in Projected Benefit Obligation
Benefit obligation at beginning of period	$	1,105		$	503		$	1,608		$	1,050		$	488		$	1,538
Service cost		9			5			14			9			5			14
Interest cost		49			23			72			53			25			78
Actuarial loss		111			34			145			81			18			99
Currency (gain) loss		—			16			16			—			(7	)		(7	)
Benefits paid		(87	)		(23	)		(110	)		(87	)		(21	)		(108	)
Settlements / Curtailments		—			(6	)		(6	)		(1	)		(3	)		(4	)
Other		—			2			2			—			(2	)		(2	)
Benefit obligation at end of period	$	1,187		$	554		$	1,741		$	1,105		$	503		$	1,608
Change in Plan Assets
Fair value of assets at beginning of period	$	812		$	360		$	1,172		$	767		$	364		$	1,131
Actual return on plan assets		99			40			139			38			1			39
Currency gain (loss)		—			12			12			—			(5	)		(5	)
Company contributions		32			18			50			94			23			117
Benefits paid		(87	)		(23	)		(110	)		(87	)		(21	)		(108	)
Settlements		—			(3	)		(3	)		—			(2	)		(2	)
Fair value of assets at end of period	$	856		$	404		$	1,260		$	812		$	360		$	1,172
Funded status	$	(331	)	$	(150	)	$	(481	)	$	(293	)	$	(143	)	$	(436	)

	Dec. 31, 2012									Dec. 31, 2011
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Amounts Recognized in the Consolidated Balance Sheets
Prepaid pension cost	$	—		$	1		$	1		$	—		$	4		$	4
Accrued pension cost – current		—			(2	)		(2	)		—			(5	)		(5	)
Accrued pension cost – non-current		(331	)		(149	)		(480	)		(293	)		(142	)		(435	)
Net amount recognized	$	(331	)	$	(150	)	$	(481	)	$	(293	)	$	(143	)	$	(436	)
Amounts Recorded in Accumulated OCI
Net actuarial loss	$	(396	)	$	(95	)	$	(491	)	$	(347	)	$	(82	)	$	(429	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

16.    PENSION PLANS (continued)

The following table presents information about the projected benefit obligation, accumulated benefit obligation (“ABO”) and plan assets of the Company’s pension plans (in millions):

	Dec. 31, 2012						Dec. 31, 2011
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Plans with ABO in excess of fair value of plan assets:
Projected benefit obligation	$	1,187	$	511	$	1,698	$	1,105	$	500	$	1,605
Accumulated benefit obligation	$	1,187	$	487	$	1,674	$	1,105	$	442	$	1,547
Fair value of plan assets	$	856	$	365	$	1,221	$	812	$	354	$	1,166
Plans with fair value of assets in excess of ABO:
Projected benefit obligation	$	—	$	43	$	43	$	—	$	3	$	3
Accumulated benefit obligation	$	—	$	33	$	33	$	—	$	3	$	3
Fair value of plan assets	$	—	$	39	$	39	$	—	$	6	$	6
Total projected benefit obligation	$	1,187	$	554	$	1,741	$	1,105	$	503	$	1,608
Total accumulated benefit obligation	$	1,187	$	520	$	1,707	$	1,105	$	445	$	1,550
Total plan assets	$	856	$	404	$	1,260	$	812	$	360	$	1,172

Weighted-Average Assumptions Used to Determine Benefit Obligation

The following table presents weighted average assumptions used to determine benefit obligations at the measurement dates noted:

	Dec. 31,
	2012			2011
United States Plans
Discount rate		3.80	%		4.60	%
Expected return on plan assets		7.50	%		7.25	%
Non-United States Plans
Discount rate		4.10	%		4.65	%
Expected return on plan assets		6.13	%		7.23	%
Rate of compensation increase		3.50	%		3.75	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

16.    PENSION PLANS (continued)

Components of Net Periodic Pension Cost

The following table presents the components of net periodic pension cost for the periods noted (in millions):

	Twelve Months Ended Dec. 31,
	2012			2011			2010
Service cost	$	15		$	14		$	14
Interest cost		72			78			78
Expected return on plan assets		(86	)		(91	)		(87	)
Amortization of actuarial loss		29			15			3
Curtailment/settlement gain		—			—			(1	)
Net periodic benefit cost	$	30		$	16		$	7

Weighted-Average Assumptions Used to Determine Net Periodic Pension Cost

The following table presents weighted-average assumptions used to determine net periodic pension costs for the periods noted:

	Twelve Months Ended Dec. 31,
	2012			2011			2010
United States Plans
Discount rate		4.60	%		5.30	%		5.80	%
Expected return on plan assets		7.25	%		7.75	%		8.00	%
Rate of compensation increase		N/A	(a)		N/A	(a)		N/A	(a)
Non-United States Plans
Discount rate		4.65	%		5.21	%		5.41	%
Expected return on plan assets		7.23	%		7.25	%		7.25	%
Rate of compensation increase		3.75	%		3.86	%		3.92	%

(a) Not applicable due to changes in plan made on August 1, 2009 that were effective beginning January 1, 2010.

The expected return on plan assets assumption is derived by taking into consideration the target plan asset allocation, historical rates of return on those assets, projected future asset class returns and net outperformance of the market by active investment managers. An asset return model is used to develop an expected range of returns on plan investments over a 20 year period, with the expected rate of return selected from a best estimate range within the total range of projected results. The result is then rounded down to the nearest 25 basis points.

Accumulated Other Comprehensive Earnings (Deficit)

For the year ended December 31, 2012, the Company recorded a debit of $44 million, net of tax, to OCI. Of the $(491) million balance in OCI, $20 million is expected to be recognized as net periodic pension cost during 2013. For the year ended December 31, 2011, the Company recorded a debit of $99 million, net of tax, to OCI.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

16.    PENSION PLANS (continued)

Items Measured at Fair Value

The Company classifies and discloses pension plan assets in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Plan Assets

The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall under United States pension plan assets at December 31, 2012 and 2011 (in millions):

	2012						2011
Asset Category		Level 1		Level 2		Total		Level 1		Level 2		Total
Equity
Domestic actively managed	$	129	$	—	$	129	$	113	$	—	$	113
Domestic passive index		—		55		55		—		49		49
International actively managed		122		—		122		101		—		101
International passive index		—		27		27		—		16		16
Fixed income and cash equivalents
Cash and cash equivalents		1		—		1		15		—		15
Short-term debt		—		24		24		—		3		3
Corporate bonds		—		274		274		—		292		292
Government debt		—		94		94		—		101		101
Real estate investment trusts		27		—		27		23		—		23
Absolute return strategies		—		76		76		—		68		68
Real assets		—		27		27		—		31		31
Total United States plan assets	$	279	$	577	$	856	$	252	$	560	$	812

The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall under non-United States pension plan assets at December 31, 2012 and 2011 (in millions):

	2012						2011
Asset Category		Level 1		Level 2		Total		Level 1		Level 2		Total
Equity
Domestic actively managed	$	29	$	—	$	29	$	32	$	—	$	32
Domestic passive index		—		—		—		—		98		98
International actively managed		55		—		55		46		—		46
International passive index		—		32		32		—		18		18
Fixed income and cash equivalents
Cash and cash equivalents		1		—		1		—		—		—
Corporate bonds		—		185		185		—		166		166
Absolute return strategies		—		102		102		—		—		—
Total non-United States plan assets	$	85	$	319	$	404	$	78	$	282	$	360

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

16.    PENSION PLANS (continued)

The above asset allocations are in compliance with the non-United States pension plan’s current investment policy.

Investment Strategy

The current investment policy for the United States pension plan is to have 38% of assets invested in equities, 3% in real estate, 6% in real assets, and 47% in intermediate and long-term fixed income securities, and 6% in absolute return strategies. Assets are rebalanced periodically to conform to policy tolerances. The Company actively evaluates the reasonableness of its asset mix given changes in the projected benefit obligation and market dynamics.

Estimated Future Benefit Payments

The following table shows estimated future benefit payments from the Company’s pension plans (in millions):

Year	Estimated Benefit Payments
2013	$102
2014	$101
2015	$104
2016	$105
2017	$104
2018-2022	$515

Contributions

Owens Corning expects to contribute $20 million in cash to the United States pension plan during 2013 and another $18 million to non-United States plans. Actual contributions to the plans may change as a result of a variety of factors, including changes in laws that impact funding requirements.

Defined Contribution Plans

The Company sponsors two defined contribution plans which are available to substantially all United States employees. The Company matches a percentage of employee contributions up to a maximum level and, beginning January 1, 2010, contributes 2% of an employee’s wages regardless of employee contributions. The Company recognized expense of $30 million, $27 million and $30 million during the years ended December 31, 2012, 2011 and 2010, respectively, related to these plans.

17.    POSTEMPLOYMENT AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company maintains health care and life insurance benefit plans for certain retired employees and their dependents. The health care plans in the United States are non-funded and pay either (1) stated percentages of covered medically necessary expenses, after subtracting payments by Medicare or other providers and after stated deductibles have been met, or (2) fixed amounts of medical expense reimbursement.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

17.    POSTEMPLOYMENT AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (continued)

Employees become eligible to participate in the United States health care plans upon retirement if they have accumulated 10 years of service after age 45, 48 or 50, depending on the category of employee. For employees hired after December 31, 2005, the Company does not provide subsidized retiree health care. Some of the plans are contributory, with some retiree contributions adjusted annually. The Company has reserved the right to change or eliminate these benefit plans subject to the terms of collective bargaining agreements.

In the fourth quarter of 2011, the Company ratified certain plan amendments which reduced the projected benefit obligation at year end by approximately $30 million. The Company will implement an Employee Group Waiver Plan (EGWP) effective January 1, 2013 to manage its prescription drug benefits for certain retiree groups. The Company also negotiated with certain unionized employees to increase the eligibility age for retiree medical benefits and to eliminate the post-65 retiree reimbursement account benefit for employees retiring on or after January 1, 2014.

The following table provides a reconciliation of the change in the projected benefit obligation and the net amount recognized in the Consolidated Balance Sheets for the years ended December 31, 2012 and 2011 (in millions):

	Dec. 31, 2012									Dec. 31, 2011
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Change in Projected Benefit Obligation
Benefit obligation at beginning of period	$	244		$	20		$	264		$	279		$	21		$	300
Service cost		3			—			3			3			—			3
Interest cost		10			1			11			13			1			14
Actuarial loss (gain)		17			—			17			(4	)		2			(2	)
Currency loss (gain)		—			1			1			—			(1	)		(1	)
Plan amendments		(3	)		—			(3	)		(30	)		—			(30	)
Benefits paid		(19	)		(1	)		(20	)		(17	)		(1	)		(18	)
Curtailment gain		—			—			—			—			(2	)		(2	)
Benefit obligation at end of period	$	252		$	21		$	273		$	244		$	20		$	264
Funded status	$	(252	)	$	(21	)	$	(273	)	$	(244	)	$	(20	)	$	(264	)
Amounts Recognized in the Consolidated Balance Sheets
Accrued benefit obligation – current	$	(20	)	$	(1	)	$	(21	)	$	(24	)	$	(1	)	$	(25	)
Accrued benefit obligation – non-current		(232	)		(20	)		(252	)		(220	)		(19	)		(239	)
Net amount recognized	$	(252	)	$	(21	)	$	(273	)	$	(244	)	$	(20	)	$	(264	)
Amounts Recorded in Accumulated OCI
Net actuarial gain	$	4		$	5		$	9		$	24		$	5		$	29
Net prior service credit		28			—			28			30			—			30
Net amount recognized	$	32		$	5		$	37		$	54		$	5		$	59

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

17.    POSTEMPLOYMENT AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (continued)

Weighted-Average Assumptions Used to Determine Benefit Obligations

The following table presents the discount rates used to determine the benefit obligations:

	Dec. 31,
	2012			2011
United States plans		3.50	%		4.35	%
Non-United States plans		3.80	%		4.10	%

Components of Net Periodic Postretirement Benefit Cost

The following table presents the components of net periodic postretirement benefit cost (in millions):

	Twelve Months Ended Dec. 31,
	2012			2011			2010
Service cost	$	3		$	3		$	3
Interest cost		11			14			15
Amortization of prior service cost		(4	)		—			—
Amortization of actuarial gain		(3	)		(1	)		—
Curtailment gain		(1	)		(2	)		—
Net periodic postretirement benefit cost	$	6		$	14		$	18

Weighted-Average Assumptions Used to Determine Net Periodic Postretirement Benefit Cost

The following table presents the discount rates used to determine net periodic postretirement benefit cost:

	Twelve Months Ended Dec. 31,
	2012			2011			2010
United States plans		4.35	%		5.05	%		5.60	%
Non-United States plans		4.10	%		4.80	%		5.15	%

The following table presents health care cost trend rates used to determine net periodic postretirement benefit cost, as well as information regarding the ultimate rate and the year in which their ultimate rate is reached:

	Twelve Months Ended Dec. 31,
	2012			2011			2010
United States plans
Initial rate at end of year		7.00	%		7.00	%		7.00	%
Ultimate rate		5.00	%		5.00	%		5.00	%
Year in which ultimate rate is reached		2022			2021			2020
Non-United States plans
Initial rate at end of year		6.50	%		6.80	%		7.00	%
Ultimate rate		4.80	%		4.80	%		4.80	%
Year in which ultimate rate is reached		2019			2019			2019

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

17.    POSTEMPLOYMENT AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS (continued)

The health care cost trend rate assumption can have a significant effect on the amounts reported. To illustrate, a one-percentage point change in the December 31, 2012 assumed health care cost trend rate would have the following effects (in millions):

	1-Percentage Point
	Increase		Decrease
Increase (decrease) in total service cost and interest cost components of net periodic postretirement benefit cost	$	1	$	(1	)
Increase (decrease) of accumulated postretirement benefit obligation	$	10	$	(9	)

Accumulated Other Comprehensive Earnings (Deficit)

For the year ended December 31, 2012, the Company recorded a debit of $14 million, net of tax, to OCI. Approximately $5 million of the $37 million balance in accumulated OCI is expected to be recognized as net periodic postretirement benefit cost during 2013. For the year ended December 31, 2011, the Company recorded a credit of $19 million, net of tax, to OCI.

Estimated Future Benefit Payments

The following table shows estimated future benefit payments from the Company’s postretirement benefit plans (in millions):

Year	Estimated Benefit Payments
2013	$	22
2014	$	22
2015	$	22
2016	$	21
2017	$	21
2018-2022	$	95

Postemployment Benefits

The Company may also provide benefits to former or inactive employees after employment but before retirement under certain conditions. These benefits include continuation of benefits such as health care and life insurance coverage. The accrued postemployment benefits liability at December 31, 2012 and 2011 was $22 million and $28 million, respectively. The net periodic postemployment benefit expense was $1 million for each of the years ended December 31, 2012, 2011 and 2010, respectively.

18.    CONTINGENT LIABILITIES AND OTHER MATTERS

The Company is involved in various legal proceedings relating to employment, product liability and other matters. The Company regularly reviews the status of these proceedings along with legal counsel. Liabilities for such items are recorded when it is probable that the liability has been incurred and when the amount of the

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

18.    CONTINGENT LIABILITIES AND OTHER MATTERS (continued)

liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company’s operations or financial condition taken as a whole.

Litigation

The Company has nothing to report under this item.

Environmental Matters

We have been deemed by the United States Environmental Protection Agency to be a Potentially Responsible Party (“PRP”) with respect to certain sites under the Comprehensive Environmental Response Compensation and Liability Act. We have also been deemed a PRP under similar state or local laws and in other instances other PRPs have brought suits against us as a PRP for contribution under such federal, state, or local laws. At December 31, 2012, we had environmental remediation liabilities as a PRP at 19 sites where we have a continuing legal obligation to either complete remedial actions or contribute to the completion of remedial actions as part of a group of PRPs. For these sites we estimate a reserve to reflect environmental liabilities that have been asserted or are probable of assertion, in which liabilities are probable and reasonably estimable. At December 31, 2012, our reserve for such liabilities was $7 million.

Kearny, New Jersey Manufacturing Facility

During the week of October 29, 2012, the Company experienced a flood at its Kearny New Jersey manufacturing facility as a result of Hurricane Sandy. This facility is insured for property damage and business interruption losses related to such events, subject to deductibles and policy limits. In 2012, the Company incurred $9 million in losses (net of insurance proceeds) related to the Hurricane of which $6 million are related to losses reported in Cost of Sales with the remaining $3 million being reported in Other expenses (income) on the Consolidated Statements of Earnings (loss). As of December 31, 2012, we have received insurance advances of $20 million that have been presented on the statement of cash flows as an investing activity based on the nature of the insured items. We are still assessing the damages and currently do not have a full estimate of the total property damage costs and business interruption losses. The Company believes these costs/losses will be substantially covered by insurance. Also, the timing of any recoveries may result in expenses being taken in periods before the insurance receipts are recorded or received.

19.    STOCK COMPENSATION

2010 Stock Plan

On April 22, 2010, the Company’s stockholders approved the Owens Corning 2010 Stock Plan (the “2010 Stock Plan”) which replaced the Owens Corning 2006 Stock Plan (the “2006 Stock Plan”), as amended and restated. The 2010 Stock Plan authorizes grants of stock options, stock appreciation rights, stock awards, restricted stock awards, restricted stock units, bonus stock awards and performance stock awards. Such shares of common stock include shares that were available but not granted, or which were granted but were not issued or delivered due to expiration, termination, cancellation or forfeiture of such awards. At December 31, 2012, the number of shares remaining available under the 2010 Stock Plan for all stock awards was 2.8 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

19.    STOCK COMPENSATION (continued)

Stock Options

The Company has granted stock options under its stockholder approved stock plans. The Company calculates a weighted-average grant-date fair value using a Black-Scholes valuation model for options granted. Compensation expense for options is measured based on the fair market value of the option on the date of grant, and is recognized on a straight-line basis over a four year vesting period. In general, the exercise price of each option awarded was equal to the market price of the Company’s common stock on the date of grant and an option’s maximum term is 10 years. The volatility assumption was based on a benchmark study of our peers.

During 2012, 409,700 stock options were granted with a weighted-average grant date fair value of $15.27. Assumptions used in the Company’s Black-Scholes valuation model to estimate the grant date fair value were expected volatility of 45.8%, expected dividends of 0%, expected term of 6.26 years and a risk-free interest rate of 1.1%.

During 2011, 412,200 stock options were granted with a weighted-average grant date fair value of $15.85. Assumptions used in the Company’s Black-Scholes valuation model to estimate the grant date fair value were expected volatility of 44.3%, expected dividends of 0%, expected term of 6.26 years and a risk-free interest rate of 2.6%.

During 2010, 515,200 stock options were granted with a weighted-average grant date fair value of $11.87. Assumptions used in the Company’s Black-Scholes valuation model to estimate the grant date fair value were expected volatility of 52.0%, expected dividends of 0%, expected term of 6.25 years and a risk-free interest rate of 2.8%.

During the years ended December 31, 2012, 2011 and 2010, the Company recognized expense of $5 million, $4 million and $3 million respectively, related to the Company’s stock options. As of December 31, 2012 there was $8 million of total unrecognized compensation cost related to stock options. That cost is expected to be recognized over a weighted-average period of 2.52 years. The total aggregate intrinsic value of options outstanding as of December 31, 2012, 2011, and 2010 was $28 million, $12 million and $19 million, respectively. Cash received from option exercises was $12 million, $10 million and $2 million for the years ended December 31, 2012, 2011 and 2010, respectively. Tax benefits realized from tax deductions associated with option exercises totaled $2 million, $1 million and less than $1 million for the years ended December 31, 2012, 2011 and 2010, respectively.

The following table summarizes the Company’s stock option activity:

	Twelve Months Ended Dec. 31, 2012					Twelve Months Ended Dec. 31, 2011					Twelve Months Ended Dec. 31, 2010
	Number of Options			Weighted- Average Exercise Price		Number of Options			Weighted- Average Exercise Price		Number of Options			Weighted- Average Exercise Price
Beginning Balance		3,293,545		$	26.26		3,397,858		$	25.06		3,002,470		$	25.02
Granted		409,700			33.73		412,200			33.98		515,200			25.63
Exercised		(520,120	)		22.65		(374,738	)		25.78		(84,050	)		28.74
Forfeited		(157,905	)		28.48		(141,775	)		21.19		(35,762	)		21.09
Ending Balance		3,025,220		$	27.78		3,293,545		$	26.26		3,397,858		$	25.06

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

19.    STOCK COMPENSATION (continued)

The following table summarizes information about the Company’s options outstanding and exercisable:

Options Outstanding							Options Exercisable
			Weighted-Average				Number Exercisable at Dec. 31, 2012		Weighted-Average
Range of Exercise Prices	Options Outstanding		Remaining Contractual Life		Exercise Price				Remaining Contractual Life		Exercise Price
$7.57 - $34.94		3,025,220		5.70	$	27.78		2,062,803		4.65	$	27.21

Restricted Stock Awards and Restricted Stock Units

The Company has granted restricted stock awards and restricted stock units (collectively referred to as “restricted stock”) under its stockholder approved stock plans. Compensation expense for restricted stock is measured based on the market price of the stock at date of grant and is recognized on a straight-line basis over the four year vesting period. Stock restrictions are subject to alternate vesting plans for death, disability, approved early retirement and involuntary termination, over various periods ending in 2015.

During the years ended December 31, 2012, 2011 and 2010, the Company recognized expense of $15 million, $13 million and $15 million respectively, related to the Company’s restricted stock. As of December 31, 2012, there was $23 million of total unrecognized compensation cost related to restricted stock. That cost is expected to be recognized over a weighted-average period of 2.66 years. The total grant date fair value of shares vested during the years ended December 31, 2012, 2011 and 2010, was $12 million, $9 million and $17 million, respectively.

A summary of the status of the Company’s plans that had restricted stock issued as of December 31, 2012, 2011 and 2010 and changes during the twelve months ended December 31, 2012, 2011 and 2010 are presented below:

	Twelve Months Ended Dec. 31, 2012					Twelve Months Ended Dec. 31, 2011					Twelve Months Ended Dec. 31, 2010
	Number of Shares			Weighted- Average Grant Date Fair Value		Number of Shares			Weighted- Average Grant Date Fair Value		Number of Shares			Weighted- Average Grant Date Fair Value
Beginning Balance		1,941,742		$	23.83		1,987,705		$	19.74		2,177,953		$	17.35
Granted		638,618			33.43		565,982			33.47		740,375			26.25
Vested		(544,528	)		22.38		(476,650	)		18.82		(873,490	)		19.35
Forfeited		(160,767	)		28.36		(135,295	)		21.67		(57,133	)		18.96
Ending Balance		1,875,065		$	27.14		1,941,742		$	23.83		1,987,705		$	19.74

Performance Stock Awards and Performance Stock Units

The Company has granted performance stock awards and performance stock units (collectively referred to as “PSUs”) as a part of its long-term incentive plan, of which 50 percent will be settled in stock and 50 percent will be settled in cash. The amount of PSUs ultimately distributed is contingent on meeting various stockholder return goals.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

19.    STOCK COMPENSATION (continued)

Compensation expense for PSUs settled in stock is measured based on the grant date fair value and is recognized on a straight-line basis over the vesting period. Compensation expense for PSUs settled in cash is measured based on the fair value at the end of each quarter and is recognized on a straight-line basis over the vesting period. Vesting will be pro-rated based on the number of full months employed during the performance period in the case of death, disability, change in control or involuntary termination, and pro-rated awards earned will be paid at the end of the three-year period.

During 2012, 2011, and 2010, the Company granted PSUs. The 2012, 2011, and 2010 grants vest after a three-year period based on the Company’s total stockholder return relative to the performance of the components of the S&P 500 Index for the respective three-year period. The amount of PSUs earned will vary from 0% to 200% of PSUs awarded depending on the relative stockholder return performance.

For all PSUs, respectively, during the period ended December 31, 2012, 2011 and 2010, the Company recognized expense of $13 million, $7 million and $13 million. As of December 31, 2012, there was $10 million of total unrecognized compensation cost related to PSUs. That cost is expected to be recognized over a weighted-average period of 1.7 years.

2012 Grant

For the 2012 grant, the portion of the PSUs settled in cash will be revalued every reporting period until the award is fully vested. As a result, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. For the period ended December 31, 2012, the Company estimated the fair value of the cash PSUs granted using a Monte Carlo simulation that used various assumptions that include expected volatility of 35.6%, a risk free rate of 0.3% and an expected term of 2.00 years. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the time of revaluation. The expected term represents the period beginning December 31, 2012 to the end of the three-year performance period.

For the 2012 grant, the fair value of the portion of PSUs settled in stock was estimated at the grant date using a Monte Carlo simulation that used various assumptions that include expected volatility of 48.2%, a risk free interest rate of 0.3% and an expected term of 2.91 years. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.

2011 Grant

For the 2011 grant, the portion of the PSUs settled in cash will be revalued every reporting period until the award is fully vested. As a result, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. For the period ended December 31, 2012, the Company estimated the fair value of the cash PSUs granted using a Monte Carlo simulation that used various assumptions that include expected volatility of 30.6%, a risk free rate of 0.1% and an expected term of 1.00 year. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the time of revaluation. The expected term represents the period beginning December 31, 2012 to the end of the three-year performance period.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

19.    STOCK COMPENSATION (continued)

For the 2011 grant, the fair value of the portion of PSUs settled in stock was estimated at the grant date using a Monte Carlo simulation that used various assumptions that include expected volatility of 57.2%, a risk free interest rate of 1.1% and an expected term of 2.9 years. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.

2010 Grant

For the 2010 grant, the portion of the PSUs settled in cash is revalued every reporting period until the award is fully vested. As a result, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. For the period ended December 31, 2012, the Company estimated the fair value of the PSUs settled in cash using a Monte Carlo simulation that used various assumptions that include expected volatility of 22.6%, a risk-free interest rate of 0% and an expected term of 0 years, which is the remaining life of the grant. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the time of revaluation. The expected term represents the period beginning December 31, 2012 to the end of the three-year performance period.

For the 2010 grant, the fair value of the portion of PSUs settled in stock was estimated at the grant date using a Monte Carlo simulation that used various assumptions that include expected volatility of 58.8%, a risk-free interest rate of 1.4% and an expected term of 2.9 years, which was the remaining life of the grant. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.

	Twelve Months Ended Dec. 31, 2012					Twelve Months Ended Dec. 31, 2011					Twelve Months Ended Dec. 31, 2010
	Number of PSUs			Weighted- Average Grant Date Fair Value		Number of PSUs			Weighted- Average Grant Date Fair Value		Number of PSUs			Weighted- Average Grant Date Fair Value
Beginning Balance		508,616		$	42.24		754,603		$	19.66		1,064,293		$	20.74
Granted		256,400			47.97		354,564			48.61		470,583			36.52
Vested		(260,580	)		36.52		(526,608	)		16.45		(739,115	)		31.15
Forfeited/cancelled		(91,526	)		43.45		(73,943	)		25.98		(41,158	)		34.06
Ending Balance		412,910		$	49.14		508,616		$	42.24		754,603		$	19.66

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

20.    ACCUMULATED OTHER COMPREHENSIVE INCOME

A summary of the balances within each classification of accumulated OCI (deficit) as of December 31, 2012 and 2011 follows (in millions):

	Twelve Months Ended Dec. 31,
	2012			2011
Currency translation adjustment	$	29		$	24
Pension and other postretirement adjustment, net of tax		(393	)		(337	)
Deferred loss on hedging transactions, net of tax		—			(2	)
Accumulated OCI (deficit)	$	(364	)	$	(315	)

21.    WARRANTS

The Company issued 17.5 million Series A warrants (representing the right to purchases one share of the Company’s common stock for $43.00) and 7.8 million Series B warrants (representing the right to purchase one share of the Company’s common stock for $45.25) on October 31, 2006, all of which remain outstanding and exercisable as of December 31, 2012. Such warrants expire on October 31, 2013. The Company has accounted for these warrants as equity instruments since there is no option for cash or net-cash settlement when the warrants are exercised. Future exercises and forfeitures will reduce the amount of warrants. Exercises will increase the amount of common stock outstanding and additional paid in capital.

The aggregate fair value of the warrants at October 31, 2006 of $143 million and $60 million for the Series A warrants and Series B warrants, respectively, was estimated using the Black-Scholes valuation method with the following weighted-average assumptions:

	Warrants
	Series A			Series B
Expected annual dividends		1.5	%		1.5	%
Risk free interest rate		4.6	%		4.6	%
Expected term (in years)		7.0			7.0
Volatility		34.0	%		34.0	%

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

22.    EARNINGS PER SHARE

The following table summarizes the number of shares outstanding as well as our basic and diluted earnings per share for the years ended December 31, 2012, 2011 and 2010 (in millions, except per share amounts):

	Twelve Months Ended Dec. 31,
	2012			2011		2010
Net earnings (loss) attributable to Owens Corning	$	(19	)	$	276	$	933
Weighted-average number of shares outstanding used for basic earnings per share		119.4			122.5		125.6
Non-vested restricted and performance shares		—			0.7		0.8
Options to purchase common stock		—			0.3		0.2
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share		119.4			123.5		126.6
Earnings (loss) per common share attributable to Owens Corning common stockholders:
Basic	$	(0.16	)	$	2.25	$	7.43
Diluted	$	(0.16	)	$	2.23	$	7.37

Basic earnings (loss) per share is calculated by dividing earnings (loss) attributable to Owens Corning by the weighted-average number of shares of the Company’s common stock outstanding during the period. Outstanding shares consist of issued shares less treasury stock.

On April 19, 2012, the Company approved a new share buy-back program under which the Company is authorized to repurchase up to 10 million shares of the Company’s outstanding common stock (the “2012 Repurchase Program”). The 2012 Repurchase Program is in addition to the share buy-back program announced August 4, 2010, (the “2010 Repurchase Program” and collectively with the 2012 Repurchase Program, the “Repurchase Programs”). The Repurchase Programs authorize the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company’s discretion. During the year ended December 31, 2012, 3.7 million shares were repurchased under the Repurchase Programs. As of December 31, 2012, 10 million shares remain available for repurchase under the Repurchase Programs.

For the year ended December 31, 2012, the number of shares used in the calculation of diluted earnings (loss) per share did not include 0.2 million performance shares, 0.5 million non-vested restricted shares, 0.6 million options to purchase common stock, 17.5 million common equivalent shares from Series A Warrants or 7.8 million common equivalent shares from Series B Warrants due to their anti-dilutive effect.

For the year ended December 31, 2011, the number of shares used in the calculation of diluted earnings (loss) per share did not include 0.8 million options to purchase common stock, 17.5 million common equivalent shares from Series A Warrants or 7.8 million common equivalent shares from Series B Warrants due to their anti-dilutive effect.

For the year ended December 31, 2010, the number of shares used in the calculation of diluted earnings (loss) per share did not include 0.2 million performance shares, 2.4 million options to purchase common stock, 17.5 million common equivalent shares from Series A Warrants or 7.8 million common equivalent shares from Series B Warrants due to their anti-dilutive effect.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

23.    FAIR VALUE MEASUREMENT

Items Measured at Fair Value

The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall, for assets and liabilities measured on a recurring basis as of December 31, 2012 (in millions):

	Total Measured at Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	1		$	1	$	—		$	—
Term deposits		1			1
Derivative assets		1			—		1			—
Total assets	$	3		$	2	$	1		$	—
Liabilities:
Derivative liabilities	$	(4	)	$	—	$	(4	)	$	—
Total liabilities	$	(4	)	$	—	$	(4	)	$	—

The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall, for assets and liabilities measured on a recurring basis as of December 31, 2011 (in millions):

	Total Measured at Fair Value			Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	11		$	11	$	—		$	—
Derivative assets		3			—		3			—
Total assets	$	14		$	11	$	3		$	—
Liabilities:
Derivative liabilities	$	(6	)	$	—	$	(6	)	$	—
Total liabilities	$	(6	)	$	—	$	(6	)	$	—

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

23.    FAIR VALUE MEASUREMENT (continued)

Cash equivalents, by their nature, utilize Level 1 inputs in determining fair value. The Company measures the value of its natural gas hedge contracts and foreign currency forward contracts using Level 2 inputs. The fair value of the Company’s natural gas hedges is determined by a mark to market valuation based on forward curves using observable market prices and the fair value of its foreign currency forward contracts is determined using observable market transactions in over-the-counter markets.

Items Disclosed at Fair Value

Long-term notes receivable

The fair value has been calculated using the expected future cash flows discounted at market interest rates. The Company believes that the carrying amounts reasonably approximate the fair values of long-term notes receivable. Long-term notes receivable were $53 million as of December 31, 2012 and are included in other non-current assets on the Consolidated Balance Sheets.

Long-term debt

The fair value of the Company’s long-term debt has been calculated based on quoted market prices for the same or similar issues, or on the current rates offered to the Company for debt of the same remaining maturities.

As of December 31, 2012, the Company’s 6.50% senior notes due 2016 were trading at approximately 112% of par value, the 7.00% senior notes due 2036 were trading at approximately 109% of par value, the 9.00% senior notes due 2019 were trading at approximately 127% of par value and the 4.20% senior notes due 2022 were trading at approximately 102% of par value.

At December 31, 2012, the Company determined that the book value of the remaining long-term debt instruments approximates market value. This approach, using level 1 inputs and utilizing indicative market rates for a new debt issuance, approximated the fair value of the remaining long-term debt at $268 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

24.    INCOME TAXES

	Twelve Months Ended Dec. 31,
	2012			2011			2010
Earnings before taxes:
United States	$	31		$	202		$	2
Foreign		(71	)		151			94
Total	$	(40	)	$	353		$	96
Income tax expense (benefit):
Current
United States	$	1		$	(14	)	$	49
State and local		(2	)		2			—
Foreign		20			28			27
Total current		19			16			76
Deferred
United States		(22	)		61			(881	)
State and local		2			7			(55	)
Foreign		(27	)		(10	)		20
Total deferred		(47	)		58			(916	)
Total income tax expense (benefit)	$	(28	)	$	74		$	(840	)

The reconciliation between the United States federal statutory rate and the Company’s effective income tax rate from continuing operations is:

	Twelve Months Ended Dec. 31,
	2012			2011			2010
United States federal statutory rate		(35	)%		35	%		35 %
State and local income taxes, net of federal tax benefit		(5	)		2			2
Foreign tax rate differential		(60	)		(10	)		(30)
US tax expense/benefit on foreign earnings/loss		(62	)		(1	)		(2)
Valuation allowance		127			2			(944)
Uncertain tax positions and settlements		(2	)		(3	)		53
Goodwill		—			—			11
Other, net		(33	)		(4	)		—
Effective tax rate		(70	)%		21	%		(875)%

As of December 31, 2012, the Company has not recorded a deferred tax liability of approximately $235 million for withholding or United States federal income taxes on approximately $1.210 billion of accumulated undistributed earnings of its foreign subsidiaries and affiliates as they are considered by management to be permanently reinvested.

At December 31, 2012, the Company had federal, state and foreign net operating loss carryforwards of $2.3 billion, $3.3 billion and $807 million, respectively. If not utilized, the federal and state net operating loss

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

24.    INCOME TAXES (continued)

carryforwards will expire through 2032 while the foreign net operating loss carryforwards will begin to expire in 2013, with the majority having no expiration date. Certain of these loss carryforwards are subject to limitation as a result of the changes of control that resulted from the Company’s emergence from bankruptcy in 2006 and the acquisition of certain foreign entities in 2007. However, the Company believes that these limitations on its loss carryforwards will not result in a forfeiture of any of the carryforwards.

The cumulative temporary differences giving rise to the deferred tax assets and liabilities at December 31, 2012 and 2011 are as follows (in millions):

	2012					2011
	Deferred Tax Assets			Deferred Tax Liabilities		Deferred Tax Assets			Deferred Tax Liabilities
Other employee benefits	$	160		$	—	$	166		$	—
Pension plans		161			—		136			—
Operating loss carryforwards		1,080			—		1,040			—
Depreciation		—			332		—			376
Amortization		—			373		—			380
State and local taxes		5			—		4			—
Other		173			—		155			—
Subtotal		1,579			705		1,501			756
Valuation allowances		(228	)		—		(187	)		—
Total deferred taxes	$	1,351		$	705	$	1,314		$	756

The Company had current deferred tax assets of $80 million and $71 million which are included in other current assets in the Consolidated Balance Sheets as of December 31, 2012 and 2011, respectively.

Deferred income taxes are provided for temporary differences between amounts of assets and liabilities for financial reporting purposes and the basis of such assets and liabilities as measured under enacted tax laws and regulations, as well as NOLs, tax credit and other carryforwards. A valuation allowance will be recorded to reduce deferred tax assets if, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods.

The valuation allowance of $228 million and $187 million as of December 31, 2012 and 2011, respectively, related to tax assets for certain state and foreign jurisdictions.

The Company, or one of its subsidiaries, files income tax returns in the United States and other foreign jurisdictions. The Company is no longer subject to U.S. federal tax examinations for years before 2008 or state and foreign examinations for years before 2001. Due to the potential for resolution of federal, state and foreign examinations, and the expiration of various statutes of limitation, it is reasonably possible that the gross unrecognized tax benefits balance may change within the next 12 months by a range of zero to $65 million.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

24.    INCOME TAXES (continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):

	Twelve Months Ended Dec. 31,
	2012			2011			2010
Balance at beginning of period	$	170		$	210		$	167
Tax positions related to the current year
Gross additions		12			8			64
Gross reductions		—			—			(18	)
Tax positions related to prior years
Gross additions		7			6			88
Gross reductions		(14	)		(46	)		(64	)
Settlements		(13	)		(7	)		(24	)
Lapses on statutes of limitations		(1	)		(1	)		(3	)
Balance at end of period	$	161		$	170		$	210

The Company classifies all interest and penalties as income tax expense. As of December 31, 2012, 2011 and 2010, the Company recognized $10 million, $13 million and $20 million respectively, in liabilities for tax related interest and penalties on its Consolidated Balance Sheets and $(3) million, $(15) million and $0 million, respectively, of interest and penalty expense on its Consolidated Statements of Earnings (Loss). If these unrecognized tax benefits were to be recognized as of December 31, 2012, the Company’s income tax expense would decrease by about $133 million.

25.    ACCOUNTING PRONOUNCEMENTS

In July 2012, the Financial Accounting Standards Board issued updated guidance on the periodic testing of indefinite-lived intangible assets for impairment. The updated guidance gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount and, thus, whether further impairment testing is necessary. The updated accounting guidance is effective for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company believes there will be no impact on its Consolidated Financial Statements.

In June 2011, the Financial Accounting Standards Board issued authoritative guidance on the presentation of comprehensive income requiring companies to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance eliminates the option to present components of other comprehensive income as part of the Consolidated Statements of Stockholders’ Equity. There are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. The amendments in this update are to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company elected to present the new requirements in two separate but consecutive statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

26.    QUARTERLY FINANCIAL INFORMATION (unaudited)

Select quarterly financial information is presented in the tables below for the quarterly periods of 2012 and 2011, respectively (in millions, except per share amounts):

	Quarter
	First			Second		Third			Fourth
2012
Net sales	$	1,346		$	1,391	$	1,276		$	1,159
Cost of sales		1,160			1,152		1,074			989
Gross margin		186			239		202			170
Earnings (loss) before interest and taxes		(12	)		85		59			16
Interest expense, net		28			28		29			29
Income tax expense (benefit)		5			17		(14	)		(36	)
Net earnings (loss) attributable to Owens Corning	$	(46	)	$	39	$	44		$	(56	)
BASIC EARNINGS (LOSS) PER COMMON SHARE
ATTRIBUTABLE TO OWENS CORNING
COMMON STOCKHOLDERS	$	(0.38	)	$	0.32	$	0.37		$	(0.47	)
DILUTED EARNINGS (LOSS) PER COMMON SHARE
ATTRIBUTABLE TO OWENS CORNING
COMMON STOCKHOLDERS	$	(0.38	)	$	0.32	$	0.37		$	(0.47	)

During the first, second, third, and fourth quarter 2012 the Company recorded additional pre-tax income (expense) of ($4) million ($3 million after tax expense), $1 million ($1 million after tax), ($7) million ($3 million after tax expense), and ($3) million ($2 million after tax expense) respectively; related to prior periods. The effect was not material to previously issued financial statements.

	Quarter
	First		Second		Third		Fourth
2011
Net sales	$	1,238	$	1,451	$	1,450	$	1,196
Cost of sales		1,036		1,172		1,133		966
Gross margin		202		279		317		230
Earnings before interest and taxes		61		135		177		88
Interest expense, net		25		28		28		27
Income tax expense		11		29		23		11
Net earnings attributable to Owens Corning	$	24	$	78	$	124	$	50
BASIC EARNINGS PER COMMON SHARE
ATTRIBUTABLE TO OWENS CORNING
COMMON STOCKHOLDERS	$	0.19	$	0.63	$	1.02	$	0.41
DILUTED EARNINGS PER COMMON SHARE
ATTRIBUTABLE TO OWENS CORNING
COMMON STOCKHOLDERS	$	0.19	$	0.62	$	1.01	$	0.41

During the three months ended March 31, 2011, the Company recorded additional pre-tax income of $4 million ($4 million after tax) related to prior periods. The effect was not material to previously issued financial statements.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

27.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The following Condensed Consolidating Financial Statements present the financial information required with respect to those entities which guarantee certain of the Company’s debt. The Condensed Consolidating Financial Statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company’s share of the subsidiaries’ cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investment in subsidiaries and intercompany balances and transactions.

Guarantor and Nonguarantor Financial Statements

As described in Note 15, Owens Corning has issued $1.8 billion aggregate principal amount of Senior Notes. The Senior Notes and the Senior Credit Facilities are guaranteed, fully, unconditionally and jointly and severally, by each of Owens Corning’s current and future 100% owned material domestic subsidiaries that is a borrower or a guarantor under Owens Corning’s Credit Agreement, which permits changes to the named guarantors in certain situations (collectively, the “Guarantor Subsidiaries”). The remaining subsidiaries have not guaranteed the Senior Notes and the Senior Credit Facilities (collectively, the “Nonguarantor Subsidiaries”).

The Company discovered that $105 million of interest payments on parent loans were not appropriately classified between the Parent and the Guarantor Subsidiaries within the 2010 Condensed Consolidating Statements of Cash Flows. The misclassification impacted previously reported Parent and Guarantor Subsidiaries net cash flow from operations and net cash flow from financing activities. In addition, the Company discovered that $265 million of pension liabilities and related deferred tax assets of $101 million were not appropriately classified between the Parent and Guarantor Subsidiaries within the 2010 Condensed Consolidating Balance Sheet. This item also resulted in insignificant revisions to the 2010 Condensed Consolidating Statements of Income. The effect of correcting these classifications was not material to the 2010 consolidating financial information, and related amounts presented for 2010 have been revised.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

27.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS (LOSS)

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2012

(in millions)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	—		$	3,616		$	1,932		$	(376	)	$	5,172
COST OF SALES		(9	)		3,015			1,745			(376	)		4,375
Gross margin		9			601			187			—			797
OPERATING EXPENSES
Marketing and administrative expenses		112			259			138			—			509
Science and technology expenses		—			61			18			—			79
Charges related to cost reduction actions		—			—			51			—			51
Other expenses		(37	)		24			23			—			10
Total operating expenses		75			344			230			—			649
EARNINGS BEFORE INTEREST AND TAXES		(66	)		257			(43	)		—			148
Interest expense (income), net		102			2			10			—			114
Loss on extinguishment of debt		74			—			—			—			74
EARNINGS (LOSS) BEFORE TAXES		(242	)		255			(53	)		—			(40	)
Income tax expense (benefit)		(92	)		64			—			—			(28	)
EARNINGS (LOSS) BEFORE EQUITY IN NET EARNINGS OF SUBSIDIARIES AND AFFILIATES		(150	)		191			(53	)		—			(12	)
Equity in net earnings of subsidiaries		131			(55	)		—			(76	)		—
Equity in net earnings of affiliates		—			(5	)		1			—			(4	)
NET EARNINGS (LOSS)		(19	)		131			(52	)		(76	)		(16	)
Less: Net earnings attributable to noncontrolling interest		—			—			3			—			3
NET EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING	$	(19	)	$	131		$	(55	)	$	(76	)	$	(19	)

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

27.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2011

(in millions)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET SALES	$	—		$	3,641		$	2,018	$	(324	)	$	5,335
COST OF SALES		(23	)		3,015			1,639		(324	)		4,307
Gross margin		23			626			379		—			1,028
OPERATING EXPENSES
Marketing and administrative expenses		67			314			144		—			525
Science and technology expenses		—			61			16		—			77
Other (income) expenses		(88	)		15			38		—			(35	)
Total operating expenses		(21	)		390			198		—			567
EARNINGS BEFORE INTEREST AND TAXES		44			236			181		—			461
Interest expense (income), net		105			(3	)		6		—			108
EARNINGS (LOSS) BEFORE TAXES		(61	)		239			175		—			353
Income tax expense (benefit)		(23	)		72			25		—			74
EARNINGS (LOSS) BEFORE EQUITY IN NET EARNINGS (LOSS) OF SUBSIDIARIES AND AFFILIATES		(38	)		167			150		—			279
Equity in net earnings of subsidiaries		314			149			—		(463	)		—
Equity in net earnings (loss) of affiliates		—			(2	)		4		—			2
NET EARNINGS		276			314			154		(463	)		281
Less: Net earnings attributable to noncontrolling interest		—			—			5		—			5
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	276		$	314		$	149	$	(463	)	$	276

-100-

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

27.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2010

(in millions)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	—		$	3,388		$	1,953		$	(344	)	$	4,997
COST OF SALES		(19	)		2,815			1,589			(344	)		4,041
Gross margin		19			573			364			—			956
OPERATING EXPENSES
Marketing and administrative expenses		43			332			141			—			516
Science and technology expenses		—			63			13			—			76
Charges related to cost reduction actions		—			2			27			—			29
Other (income) expenses		(59	)		132			56			—			129
Total operating expenses		(16	)		529			237			—			750
EARNINGS BEFORE INTEREST AND TAXES		35			44			127			—			206
Interest expense (income), net		116			(7	)		1			—			110
EARNINGS BEFORE TAXES		(81	)		51			126			—			96
Income tax expense (benefit)		(59	)		(831	)		50			—			(840	)
EARNINGS BEFORE EQUITY IN NET EARNINGS OF SUBSIDIARIES AND AFFILIATES		(22	)		882			76			—			936
Equity in net earnings of subsidiaries		950			67			—			(1,017	)		—
Equity in net earnings (loss) of affiliates		5			1			(2	)		—			4
NETS EARNINGS		933			950			74			(1,017	)		940
Less: Net earnings attributable to noncontrolling interest		—			—			7			—			7
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	933		$	950		$	67		$	(1,017	)	$	933

-101-

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

27.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS (LOSS)

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2012

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET EARNINGS (LOSS)	$	(19	)	$	131	$	(52	)	$	(76	)	$	(16	)
Currency translation adjustment		5			—		—			—			5
Pension and other postretirement adjustment (net of tax)		(56	)		—		—			—			(56	)
Deferred income on hedging (net of tax)		2			—		—			—			2
COMPREHENSIVE EARNINGS (LOSS)		(68	)		131		(52	)		(76	)		(65	)
Less: Comprehensive earnings attributable to noncontrolling interest		—			—		3			—			3
NET EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING	$	(68	)	$	131	$	(55	)	$	(76	)	$	(68	)

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2011

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	276		$	314	$	154	$	(463	)	$	281
Currency translation adjustment		(39	)		—		—		—			(39	)
Pension and other postretirement adjustment (net of tax)		(80	)		—		—		—			(80	)
Deferred income on hedging (net of tax)		(2	)		—		—		—			(2	)
COMPREHENSIVE EARNINGS		155			314		154		(463	)		160
Less: Comprehensive earnings attributable to noncontrolling interest		—			—		5		—			5
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	155		$	314	$	149	$	(463	)	$	155

-102-

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

27.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2010

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	933		$	950	$	74	$	(1,017	)	$	940
Currency translation adjustment		26			—		—		—			26
Pension and other postretirement adjustment (net of tax)		(36	)		—		—		—			(36	)
Deferred income on hedging (net of tax)		2			—		—		—			2
COMPREHENSIVE EARNINGS		925			950		74		(1,017	)		932
Less: Comprehensive earnings attributable to noncontrolling interest		—			—		8		—			8
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	925		$	950	$	66	$	(1,017	)	$	924

-103-

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

27.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2012

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—		$	3	$	52	$	—		$	55
Receivables, net		—			—		600		—			600
Due from affiliates		—			2,528		—		(2,528	)		—
Inventories		—			473		313		—			786
Other current assets		—			75		96		—			171
Total current assets		—			3,079		1,061		(2,528	)		1,612
Investment in subsidiaries		6,877			2,489		558		(9,924	)		—
Due from affiliates		—			65		1,022		(1,087	)		—
Property, plant and equipment, net		374			1,294		1,235		—			2,903
Goodwill		—			1,068		75		—			1,143
Intangible assets		—			939		302		(196	)		1,045
Deferred income taxes		54			525		25		—			604
Other non-current assets		67			74		120		—			261
TOTAL ASSETS	$	7,372		$	9,533	$	4,398	$	(13,735	)	$	7,568
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	8		$	610	$	279	$	—		$	897
Due to affiliates		1,419			—		1,109		(2,528	)		—
Short-term debt		—			—		5		—			5
Long-term debt – current portion		—			2		2		—			4
Total current liabilities		1,427			612		1,395		(2,528	)		906
Long-term debt, net of current portion		1,884			28		164		—			2,076
Due to affiliates		—			1,022		65		(1,087	)		—
Pension plan liability		331			—		149		—			480
Other employee benefits liability		—			254		20		—			274
Deferred income taxes		—			—		38		—			38
Other liabilities		192			182		41		(196	)		219
OWENS CORNING STOCKHOLDERS’ EQUITY
Common stock		1			—		—		—			1
Additional paid in capital		3,925			6,541		2,062		(8,603	)		3,925
Accumulated earnings		451			894		427		(1,321	)		451
Accumulated other comprehensive deficit		(364	)		—		—		—			(364	)
Cost of common stock in treasury		(475	)		—		—		—			(475	)
Total Owens Corning stockholders’ equity		3,538			7,435		2,489		(9,924	)		3,538
Noncontrolling interest		—			—		37		—			37
Total equity		3,538			7,435		2,526		(9,924	)		3,575
TOTAL LIABILITIES AND EQUITY	$	7,372		$	9,533	$	4,398	$	(13,735	)	$	7,568

-104-

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

27.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2011

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	—		$	—	$	52	$	—		$	52
Receivables, net		—			—		730		(120	)		610
Due from affiliates		529			2,369		—		(2,898	)		—
Inventories		—			447		348		—			795
Other current assets		1			75		103		—			179
Total current assets		530			2,891		1,233		(3,018	)		1,636
Investment in subsidiaries		6,587			2,369		533		(9,489	)		—
Due from affiliates		—			63		997		(1,060	)		—
Property, plant and equipment, net		384			1,278		1,242		—			2,904
Goodwill		—			1,069		75		—			1,144
Intangible assets		—			959		352		(238	)		1,073
Deferred income taxes		71			448		19		—			538
Other non-current assets		60			72		100		—			232
TOTAL ASSETS	$	7,632		$	9,149	$	4,551	$	(13,805	)	$	7,527
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	21		$	553	$	422	$	(120	)	$	876
Due to affiliates		1,676			20		1,202		(2,898	)		—
Short-term debt		8			—		20		—			28
Long-term debt – current portion		—			1		3		—			4
Total current liabilities		1,705			574		1,647		(3,018	)		908
Long-term debt, net of current portion		1,709			29		192		—			1,930
Due to affiliates		—			997		63		(1,060	)		—
Pension plan liability		293			—		142		—			435
Other employee benefits liability		—			247		20		—			267
Deferred income taxes		—			—		51		—			51
Other liabilities		224			182		27		(238	)		195
OWENS CORNING STOCKHOLDERS’ EQUITY
Common stock		1			—		—		—			1
Additional paid in capital		3,907			6,357		1,889		(8,246	)		3,907
Accumulated earnings		470			763		480		(1,243	)		470
Accumulated other comprehensive deficit		(315	)		—		—		—			(315	)
Cost of common stock in treasury		(362	)		—		—		—			(362	)
Total Owens Corning stockholders’ equity		3,701			7,120		2,369		(9,489	)		3,701
Noncontrolling interest		—			—		40		—			40
Total equity		3,701			7,120		2,409		(9,489	)		3,741
TOTAL LIABILITIES AND EQUITY	$	7,632		$	9,149	$	4,551	$	(13,805	)	$	7,527

-105-

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

27.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2012

(in millions)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(108	)	$	239		$	199		$	—	$	330
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment		(35	)		(174	)		(123	)		—		(332	)
Proceeds from Hurricane Sandy		—			20			—			—		20
Proceeds from the sale of assets or affiliates		42			5			12			—		59
Net cash flow provided by (used for) investing activities		7			(149	)		(111	)		—		(253	)
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities		1,564			—			313			—		1,877
Payments on senior revolving credit and receivables securitization facilities		(1,627	)		—			(330	)		—		(1,957	)
Proceeds from long-term debt		599			—			—			—		599
Payments on long-term debt		(430	)		—			(11	)		—		(441	)
Purchases of noncontrolling interests		—			(22	)		—			—		(22	)
Net decrease in short-term debt		(8	)		—			(15	)		—		(23	)
Purchases of treasury stock		(113	)		—			—			—		(113	)
Other		4			—			—			—		4
Other intercompany loans		112			(65	)		(47	)		—		—
Net cash flow provided by (used for) financing activities		101			(87	)		(90	)		—		(76	)
Effect of exchange rate changes on cash		—			—			2			—		2
Net increase (decrease) in cash and cash equivalents		—			3			—			—		3
Cash and cash equivalents at beginning of period		—			—			52			—		52
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	3		$	52		$	—	$	55

-106-

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

27.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2011

(in millions)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(70	)	$	236		$	123		$	—	$	289
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment		(7	)		(222	)		(213	)		—		(442	)
Investment in subsidiaries and affiliates		—			(84	)		—			—		(84	)
Proceeds from the sale of assets or affiliates		—			3			78			—		81
Net cash flow used for investing activities		(7	)		(303	)		(135	)		—		(445	)
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities		1,547			—			365			—		1,912
Payments on senior revolving credit and receivables securitization facilities		(1,423	)		—			(207	)		—		(1,630	)
Proceeds from long-term debt		—			—			6			—		6
Payments on long-term debt		—			—			(10	)		—		(10	)
Net increase in short-term debt		8			—			18			—		26
Purchases of treasury stock		(138	)		—			—			—		(138	)
Other		8			—			—			—		8
Other intercompany loans		72			67			(139	)		—		—
Net cash flow provided by financing activities		74			67			33			—		174
Effect of exchange rate changes on cash		—			—			(18	)		—		(18	)
Net increase (decrease) in cash and cash equivalents		(3	)		—			3			—		—
Cash and cash equivalents at beginning of period		3			—			49			—		52
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	—		$	52		$	—	$	52

-107-

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

27.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2010

(in millions)

	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(105	)	$	370		$	223		$	—	$	488
NET CASH FLOW PROVIDED BY (USED FOR) INVESTING ACTIVITIES
Additions to plant and equipment		—			(139	)		(175	)		—		(314	)
Proceeds from the sale of assets or affiliates		45			—			20			—		65
Net cash flow provided by (used for) investing activities		45			(139	)		(155	)		—		(249	)
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES
Proceeds from senior revolving credit facility		631			—			—			—		631
Payments on senior revolving credit facility		(619	)		—			—			—		(619	)
Proceeds from long-term debt		—			—			5			—		5
Payments on long-term debt		(600	)		—			(9	)		—		(609	)
Purchases of noncontrolling interest		—			—			(30	)		—		(30	)
Net decrease in short-term debt		—			—			(10	)		—		(10	)
Purchase of treasury stock		(120	)		—			—			—		(120	)
Other		2			—			—			—		2
Other intercompany loans		231			(231	)		—			—		—
Net cash flow used for financing activities		(475	)		(231	)		(44	)		—		(750	)
Effect of exchange rate changes on cash		—			—			(1	)		—		(1	)
Net increase (decrease) in cash and cash equivalents		(535	)		—			23			—		(512	)
Cash and cash equivalents at beginning of period		538			—			26			—		564
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	3		$	—		$	49		$	—	$	52

-108-

OWENS CORNING AND SUBSIDIARIES

INDEX TO CONDENSED FINANCIAL STATEMENT SCHEDULE

Number		Description	Page
	II	Valuation and Qualifying Accounts and Reserves – for the years ended December 31, 2012, 2011 and 2010		109

-109-

OWENS CORNING AND SUBSIDIARIES

SCHEDULE II – VALUATION AND QUALIFYING ACCOUNTS AND RESERVES FOR THE YEARS ENDED December 31, 2012, 2011 AND 2010

(in millions)

	Balance at Beginning of Period		Charged to Costs and Expenses			Charged to Other Accounts			Deductions			Acquisitions and Divestitures			Balance at End of Period
FOR THE YEAR ENDED DECEMBER 31, 2012
Allowance for doubtful accounts	$	15	$	3		$	—		$	(1	)(a)	$	—		$	17
Tax valuation allowance	$	187	$	51		$	—		$	(10	)	$	—		$	228
FOR THE YEAR ENDED DECEMBER 31, 2011
Allowance for doubtful accounts	$	19	$	3		$	—		$	(7	)(a)	$	—		$	15
Tax valuation allowance	$	174	$	7		$	—		$	6		$	—		$	187
FOR THE YEAR ENDED DECEMBER 31, 2010
Allowance for doubtful accounts	$	23	$	1		$	—		$	(4	)(a)	$	(1	)	$	19
Tax valuation allowance	$	1,112	$	(906	)	$	(32	)	$	—		$	—		$	174

(a) Uncollectible accounts written off, net of recoveries.

-110-

EXHIBIT INDEX

Exhibit Number		Description
	3.1	Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed November 2, 2006).
	3.2	Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed November 2, 2006).
	4.1	Indenture, dated as of October 31, 2006, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed November 2, 2006).
	4.2	First Supplemental Indenture, dated as of April 13, 2007, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed April 13, 2007).
	4.3	Second Supplemental Indenture, dated as of December 12, 2007, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to Owens Corning’s Annual Report on Form 10-K for the year ended December 31, 2007).
	4.4	Third Supplemental Indenture, dated as of April 24, 2008, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100) for the quarter ended June 30, 2008).
	4.5	Series A Warrant Agreement, dated as of October 31, 2006, between Owens Corning and American Stock Transfer & Trust Company, as Warrant Agent (incorporated by reference to Exhibit 10.3 to Owens Corning’s Post-Effective Amendment No. 1 to Form S-1 Registration Statement (File No. 333-136363), filed December 8, 2006).
	4.6	Series B Warrant Agreement, dated as of October 31, 2006, between Owens Corning and American Stock Transfer & Trust Company, as Warrant Agent (incorporated by reference to Exhibit 10.4 to Owens Corning’s Post-Effective Amendment No. 1 to Form S-1 Registration Statement (File No. 333-136363), filed December 8, 2006).
	4.7	Registration Rights Agreement, dated as of July 7, 2006, and the First Amendment thereto, dated as of October 27, 2006 (incorporated by reference to Exhibit 4.2 of Owens Corning’s Post-Effective Amendment No. 1 to Form S-1 Registration Statement (File No. 333-136363), filed December 8, 2006).
	4.8	Indenture, dated as of June 2, 2009, between Owens Corning, certain of Owens Corning’s subsidiaries and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Registration Statement on Form S-3 (File No. 333-159689), filed June 3, 2009).
	4.9	Supplemental Indenture, dated June 8, 2009, between Owens Corning, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed June 8, 2009).
	4.10	Form of 9.000% Senior Notes due 2019 (incorporated by reference to Exhibit 4.2 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed June 8, 2009).

-111-

4.11	Fourth Supplemental Indenture, dated as of May 26, 2010, by and among Owens Corning, certain subsidiaries, and Wells Fargo Bank, National Association, as successor Trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed May 28, 2010).
4.12	Second Supplemental Indenture, dated as of May 26, 2010, by and among Owens Corning, certain subsidiaries, and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.2 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed May 28, 2010).
10.1	Credit Agreement, dated as of May 26, 2010, by and among Owens Corning, certain of its subsidiaries, the lenders signatory thereto and Wells Fargo Bank, National Association, as Administrative Agent (incorporated by reference to Exhibit 10.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed May 28, 2010).
10.2	First amendment to Credit Agreement, dated as of March 24, 2011(incorporated by reference to Exhibit 10.2 to Owens Corning’s Current Report on Form 10-K (File 1-33100), filed February 15, 2012).
10.3	Second amendment to Credit Agreement, dated as of July 27, 2011 (incorporated by reference to Exhibit 10.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), Filed July 29, 2011).
10.4	Amended and Restated Receivables Purchase Agreement dated as of December 16, 2011 (incorporated by reference to Exhibit 10.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed December 19, 2011).
10.5	Purchase and Sale Agreement dated as of March 31, 2011 between Owens Corning Sales, LLC and Owens Corning Receivables LLC (incorporated by reference to Exhibit 10.2 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed April 5, 2011).
10.6	Performance Guaranty dated as of March 31, 2011 (incorporated by reference to Exhibit 10.3 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed April 5, 2011).
10.7	Key Management Severance Agreement with Charles E. Dana (incorporated by reference to Exhibit 10.18 to Owens Corning’s annual report on Form 10-K (File No. 1-33100) for the year ended December 31, 2008).*
10.8	Agreement with Charles E. Dana (incorporated by reference to Exhibit 10 to Owens Corning Sales, LLC’s Annual Report on Form 10-K (File No. 1-3660) for the year ended December 31, 2003).*
10.11	Amended and restated Key Management Severance Agreement with Michael H. Thaman (incorporated by reference to Exhibit 10 to Owens Corning Sales, LLC’s Annual Report on Form 10-K (File No. 1-3660) for the year ended December 31, 2005).*
10.12	Form of Directors’ Indemnification Agreement (incorporated by reference to Exhibit 10.2 of Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed November 2, 2006).
10.13	Owens Corning Long-Term Incentive Plan (incorporated by reference to Exhibit 10 to Owens Corning Sales, LLC’s Quarterly Report on Form 10-Q (File No. 1-3660) for the quarter ended June 30, 2003).*
10.14	Owens Corning Executive Supplemental Benefit Plan, 2009 Restatement (incorporated by reference to Exhibit 10.28 to Owens Corning’s annual report on Form 10-K (File No. 1-33100) for the year ended December 31, 2008).*
10.15	Corporate Incentive Plan Terms Applicable to Certain Executive Officers (incorporated by reference to Exhibit 10 to Owens Corning Sales, LLC’s Quarterly Report on Form 10-Q (File No. 1-3660) for the quarter ended March 31, 1999).*

-112-

10.16	Owens Corning Supplemental Executive Retirement Plan, as amended and restated, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.30 to Owens Corning’s annual report on Form 10-K (File No. 1-33100) for the year ended December 31, 2008).*
10.17	Corporate Incentive Plan Terms Applicable to Key Employees Other Than Certain Executive Officers (incorporated by reference to Exhibit 10 to Owens Corning Sales, LLC’s Quarterly Report on Form 10-Q (File No. 1-3660) for the quarter ended June 30, 1999).*
10.18	Owens Corning Deferred Compensation Plan, effective as of January 1, 2007 (incorporated by reference to Exhibit 10.5 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100) for the quarter ended March 31, 2007).*
10.19	First Amendment to the Owens Corning Deferred Compensation Plan, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.33 to Owens Corning’s annual report on Form 10-K (File No. 1-33100) for the year ended December 31, 2008).*
10.21	Owens Corning 2010 Stock Plan (incorporated by reference to Exhibit 10.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed April 23, 2010).*
14.1	Ethics Policy for Chief Executive and Senior Financial Officers (filed herewith).
21.1	Subsidiaries of Owens Corning (filed herewith).
23.1	Consent of PricewaterhouseCoopers LLP (filed herewith).
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (filed herewith).
101.INS	XBRL Taxonomy Extension Schema
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

* Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Form 10-K.

Owens Corning agrees to furnish to the Securities and Exchange Commission, upon request, copies of all instruments defining the rights of holders of long-term debt of Owens Corning where the total amount of securities authorized under each issue does not exceed ten percent of the total assets of Owens Corning and its subsidiaries on a consolidated basis.

EX-14.1

Exhibit 14.1

ETHICS POLICY

FOR CHIEF EXECUTIVE AND SENIOR FINANCIAL OFFICERS

The Company is committed to conducting its business in accordance with applicable laws, rules and regulations and standards of business conduct, and to full and accurate financial disclosure in compliance with applicable law. This Policy, applicable to the Company’s Chief Executive Officer, and Chief Financial Officer, and Corporate Controller (together, “Senior Officers”), sets forth specific policies to guide you in the performance of your duties.

As a Senior Officer, you must not only comply with applicable law. You also must engage in and promote honest and ethical conduct.

Compliance With Laws, Rules And Regulations

You are required to comply with the laws, rules and regulations that govern the conduct of our business and to report any suspected violations to Legal or Corporate Audit Services or to any member of the Business Conduct Council. The Company also maintains a confidential reporting system, the Business Council Helpline, at 1-800-241-5689 or, for calls outside the United States, 770-263-4741.

Conflicts Of Interest

No Senior Officer shall make any investment, accept any position or benefits, participate in any transaction or business arrangement, or otherwise act in a manner, that creates or appears to create a conflict of interest unless the Senior Officer makes full disclosure of the facts and circumstances to, and obtains the prior written approval of, the Governance and Nominating Committee of the Board of Directors.

Disclosures

It is Company policy to make full, fair, accurate, timely and understandable disclosure, in compliance with all applicable laws and regulations, in all reports and documents that the Company files with, or submits or furnishes to, the Securities and Exchange Commission and in all other public communications made by the Company.

Compliance With Ethics Policy

If you know of or suspect a violation of this Policy, you must immediately report that information to any member of the Governance and Nominating Committee of the Board of Directors. You will not be subject to retaliation because of a good faith report of a suspected violation.

Violations of this Policy may result in disciplinary action, up to and including discharge. The Governance and Nominating Committee of the Board of Directors shall determine, or shall designate appropriate persons to determine, appropriate action in response to violations of this Policy.

Waivers Of Ethics Policy

If you would like to seek a waiver of this Policy, you must make full disclosure of your particular circumstances to the Governance and Nominating Committee of the Board of Directors. Amendments to and waivers of this Policy will be publicly disclosed as required by applicable law and regulations.

No Rights Created

This Ethics Policy is a statement of certain fundamental principles, policies and procedures that govern the Company’s Senior Officers in the conduct of the Company’s business. It is not intended to and does not create any rights in any employee, customer/client, supplier, competitor, shareholder or any other person or entity.

EX-21.1

Exhibit 21.1

	State or Other
	Jurisdiction
	Under the Laws of
Subsidiaries of Owens Corning (12/31/12)	Which Organized
CDC Corporation	Wisconsin
Crown Mfg. Inc.	Ontario
Dutch OC Cooperatief Invest U.A.	The Netherlands
Engineered Pipe Systems, Inc.	Delaware
EPS Holding AS	Norway
Eric Company	Delaware
European Owens Corning Fiberglas SPRL	Belgium
FiberTEK Insulation, LLC	Florida
FiberTEK Insulation West, LLC	Utah
Instalaciones Especializadas en Confort Termoacustico y Ampliacion, S. de R.L. de C.V.	Mexico
IP Owens Corning I, S. de R.L. de C.V.	Mexico
IPM Inc.	Delaware
Modulo SAS	France
Norske EPS BOT AS	Norway
Northern Elastomeric, Inc.	New Hampshire
OC Canada Finance Inc.	Canada
OC Canada Holdings Company	Nova Scotia
OC Canada Holdings General Partnership	Delaware
OC Celfortec Company	Nova Scotia
OC Latin American Holdings GmbH	Austria
OC NL Invest Cooperatief U.A.	The Netherlands
OC PRO CV	The Netherlands
OCCV1, Inc.	Delaware
OCCV2, LLC	Delaware
OCV (Thailand) Company Limited	Thailand
OCV Chambéry France	France
OCV Chambéry International	France
OCV Composites (China) Co., Ltd.	China
OCV Czech Sro	Czech Republic
OCV Distribution ANZ Pty-Limited	Australia
OCV Fabrics (Changzhou) Co., Ltd.	China
OCV Fabrics UK Ltd.	United Kingdom
OCV Finance, LLC	Delaware
OCV Holdings Belgium Sprl	Belgium
OCV Intellectual Capital, LLC	Delaware
OCV Italia Srl	Italy
OCV Mexico S. de R.L. de C.V.	Mexico
OCV Reinforcements (Beijing) Co., Ltd.	China
OCV Reinforcements (Hangzhou) Co., Ltd.	China
OCV Reinforcements Alcala Spain, S.L.	Spain
OCV Revetex Srl	Italy
OCV Servicios Mexico, S.A. de C.V.	Mexico
OCV Steklovolokno OAO	Russia
Owens Corning (China) Investment Company, Ltd.	China
Owens Corning (Guangzhou) Fiberglas Co., Ltd.	China
Owens Corning (Japan) Co., Ltd.	Japan

Owens Corning (Nanjing) Building Materials Co., Ltd.	China
Owens-Corning (Shanghai) Fiberglas Co., Ltd.	China
Owens Corning (Shanghai) Trading Co., Ltd.	China
Owens Corning (Singapore) Pte Ltd	Singapore
Owens Corning (Tianjin) Building Materials Co., Ltd.	China
Owens Corning (Xi’an) Building Materials Co., Ltd.	China
Owens Corning Alloy Canada GP Inc.	Canada
Owens Corning Alloy Canada LP	Manitoba
Owens Corning Argentina Sociedad de Responsabilidad Limitada	Argentina
Owens Corning (Australia) Pty Limited	Australia
Owens Corning Automotive (UK) Ltd.	United Kingdom
Owens Corning BM (Korea), Ltd	Korea
Owens-Corning Britinvest Limited	United Kingdom
Owens Corning Building Materials Romania SRL	Romania
Owens Corning Canada GP Inc.	Canada
Owens Corning Canada Holdings B.V.	The Netherlands
Owens Corning Canada LP	Manitoba
Owens Corning Cayman (China) Holdings	Cayman Islands
Owens-Corning Cayman Limited	Cayman Islands
Owens Corning Celfortec Canada GP Inc.	Canada
Owens Corning Celfortec LP	Manitoba
Owens Corning Composite Materials, LLC	Delaware
Owens Corning Composite Materials Canada GP Inc.	Nova Scotia
Owens Corning Composite Materials Canada LP	Manitoba
Owens Corning Construction Services, LLC	Delaware
Owens Corning Elaminator Insulation Systems, LLC	Delaware
Owens Corning Enterprise (India) Pvt. Ltd.	India
Owens Corning Fabwel, LLC	Delaware
Owens Corning Fiberglas A.S. Limitada	Brazil
Owens Corning Fiberglas S.R.L.	Uruguay
Owens-Corning Fiberglas Deutschland GmbH	Germany
Owens Corning Fiberglas Espana, SL	Spain
Owens Corning Fiberglas France	France
Owens-Corning Fiberglas (U.K.) Pension Plan Ltd.	United Kingdom
Owens Corning Financial Services ULC	Nova Scotia
Owens Corning Foam Insulation, LLC	Delaware
Owens Corning Franchising, LLC	Delaware
Owens-Corning Funding Corporation	Delaware
Owens Corning Holdings 1 CV	The Netherlands
Owens Corning Holdings 3 CV	The Netherlands
Owens Corning Holdings 4 CV	The Netherlands
Owens Corning Holdings 5 CV	The Netherlands
Owens Corning Holdings Holland B.V.	The Netherlands
Owens Corning HOMExperts, Inc.	Delaware
Owens Corning Hong Kong Limited	Hong Kong
Owens Corning HT, Inc.	Delaware
Owens-Corning (India) Private Limited	India
Owens Corning Industries (India) Private Limited	India
Owens Corning Insulating Systems, LLC	Delaware
Owens Corning Insulating Systems Canada GP Inc.	Canada
Owens Corning Insulating Systems Canada LP	Manitoba
Owens Corning Intellectual Capital, LLC	Delaware
Owens Corning International Holdings C.V.	The Netherlands

Owens Corning Kohold B.V.	The Netherlands
Owens Corning Korea	Korea
Owens Corning Mexico, S. de R.L. de C.V.	Mexico
Owens Corning Non-Woven Technology, LLC	Delaware
Owens Corning Receivables LLC	Delaware
Owens Corning Remodeling Canada GP Inc.	Canada
Owens Corning Remodeling Canada LP	Manitoba
Owens Corning Remodeling Systems, LLC	Delaware
Owens Corning Roofing and Asphalt, LLC	Delaware
Owens Corning Sales, LLC	Delaware
Owens Corning Science and Technology, LLC	Delaware
Owens Corning Sunrooms Franchising, LLC	Delaware
Owens-Corning Sweden AB	Sweden
Owens Corning Technical Fabrics, LLC	Delaware
Owens Corning US Holdings, LLC	Delaware
Owens-Corning Veil Netherlands B.V.	The Netherlands
Owens-Corning Veil U.K. Ltd.	United Kingdom
Soltech, Inc.	Kentucky
Tecnologia Owens Corning I, S. de R.L. de C.V.	Mexico

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 and S-8 (Nos. 333-179542, 333-165008, 333-166347, 333-150770, 333-150771, 333-150772 and 333-138392) of Owens Corning of our report dated February 20, 2013 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting which appears in this Form 10-K.

/s/ PricewaterhouseCoopers LLP

Toledo, Ohio

February 20, 2013

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Michael H. Thaman, certify that:

1. I have reviewed this annual report on Form 10-K of Owens Corning;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 20, 2013

/s/ Michael H. Thaman

Michael H. Thaman

Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Michael C. McMurray certify that:

1. I have reviewed this annual report on Form 10-K of Owens Corning;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 20, 2013

/s/ Michael C. McMurray

Michael C. McMurray

Chief Financial Officer

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATION

In connection with the Annual Report of Owens Corning (the “Company”) on Form 10-K for the fiscal year ended December 31, 2012 (the “Report”), I, Michael H. Thaman, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael H. Thaman

Michael H. Thaman

Chief Executive Officer

February 20, 2013

EX-32.2

Exhibit 32.2

SECTION 1350 CERTIFICATION

In connection with the Annual Report of Owens Corning (the “Company”) on Form 10-K for the fiscal year ended December 31, 2012 (the “Report”), I, Michael C. McMurray, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) Information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Michael C. McMurray

Michael C. McMurray

Chief Financial Officer

February 20, 2013

XML

PROPERTY, PLANT AND EQUIPMENT (TABLE)

12 Months Ended

Dec. 31, 2012

Property, Plant And Equipment [Abstract]

Property Plant And Equipment Text Block

##NPRO. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following (in millions):
	Dec. 31,		Dec. 31,
	2012		2011
Land	$	222	$	221
Buildings and leasehold improvements		789		727
Machinery and equipment		3,223		2,932
Construction in progress		147		268
		4,381		4,148
Accumulated depreciation		(1,478)		(1,244)
Property, plant and equipment, net	$	2,903	$	2,904

XML

QUARTERLY FINANCIAL DATA (TABLE)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Quarterly Financial Data [Abstract]

Schedule of Quarterly Financial Information [Table Text Block]

##NQFI. QUARTERLY FINANCIAL INFORMATION (unaudited)
Select quarterly financial information is presented in the tables below for the quarterly periods of 2012 and 2011, respectively (in millions, except per share amounts):
		Quarter
2012		First		Second		Third		Fourth
Net sales		$	1,346	$	1,391	$	1,276	$	1,159
Cost of sales			1,160		1,152		1,074		989
Gross margin			186		239		202		170
Earnings (loss) before interest and taxes			(12)		85		59		16
Interest expense, net			28		28		29		29
Income tax expense (benefit)			5		17		(14)		(36)
Net earnings (loss) attributable to Owens Corning		$	(46)	$	39	$	44	$	(56)
BASIC EARNINGS (LOSS) PER COMMON SHARE
	ATTRIBUTABLE TO OWENS CORNING
	COMMON STOCKHOLDERS	$	(0.38)	$	0.32	$	0.37	$	(0.47)
DILUTED EARNINGS (LOSS) PER COMMON SHARE
	ATTRIBUTABLE TO OWENS CORNING
	COMMON STOCKHOLDERS	$	(0.38)	$	0.32	$	0.37	$	(0.47)
During the first, second, third, and fourth quarter 2012 the Company recorded additional pre-tax income (expense) of ($4) million ($3 million after tax expense), $1 million ($1 million after tax), ($7) million ($3 million after tax expense), and ($3) million ($2 million after tax expense) respectively; related to prior periods. The effect was not material to previously issued financial statements.

		Quarter
2011		First		Second		Third		Fourth
Net sales		$	1,238	$	1,451	$	1,450	$	1,196
Cost of sales			1,036		1,172		1,133		966
Gross margin			202		279		317		230
Earnings before interest and taxes			61		135		177		88
Interest expense, net			25		28		28		27
Income tax expense			11		29		23		11
Net earnings attributable to Owens Corning		$	24	$	78	$	124	$	50
BASIC EARNINGS PER COMMON SHARE
	ATTRIBUTABLE TO OWENS CORNING
	COMMON STOCKHOLDERS	$	0.19	$	0.63	$	1.02	$	0.41
DILUTED EARNINGS PER COMMON SHARE
	ATTRIBUTABLE TO OWENS CORNING
	COMMON STOCKHOLDERS	$	0.19	$	0.62	$	1.01	$	0.41
During the three months ended March 31, 2011, the Company recorded additional pre-tax income of $4 million ($4 million after tax) related to prior periods. The effect was not material to previously issued financial statements.

XML

STOCK COMPENSATION (TABLE)

12 Months Ended

Dec. 31, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

The following table summarizes the Company's stock option activity:
	Twelve Months Ended			Twelve Months Ended			Twelve Months Ended
	Dec. 31, 2012			Dec. 31, 2011			Dec. 31, 2010
	Number of Options	Weighted-Average Exercise Price		Number of Options	Weighted-Average Exercise Price		Number of Options	Weighted-Average Exercise Price
Beginning Balance	3,293,545	$	26.26	3,397,858	$	25.06	3,002,470	$	25.02
Granted	409,700		33.73	412,200		33.98	515,200		25.63
Exercised	(520,120)		22.65	(374,738)		25.78	(84,050)		28.74
Forfeited	(157,905)		28.48	(141,775)		21.19	(35,762)		21.09
Ending Balance	3,025,220	$	27.78	3,293,545	$	26.26	3,397,858	$	25.06

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable [Table Text Block]

The following table summarizes information about the Company's options outstanding and exercisable:
Options Outstanding					Options Exercisable
		Weighted-Average			Number Exercisable at Dec. 31, 2012	Weighted-Average
Range of Exercise Prices	Options Outstanding	Remaining Contractual Life		Exercise Price			Remaining Contractual Life		Exercise Price
$7.57 - $34.94	3,025,220	5.70	$	27.78	2,062,803	4.65		$	27.21

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

A summary of the status of the Company's plans that had restricted stock issued as of December 31, 2012, 2011 and 2010 and changes during the twelve months ended December 31, 2012, 2011 and 2010 are presented below:
	Twelve Months Ended			Twelve Months Ended			Twelve Months Ended
	Dec. 31, 2012			Dec. 31, 2011			Dec. 31, 2010
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Beginning Balance	1,941,742	$	23.83	1,987,705	$	19.74	2,177,953	$	17.35
Granted	638,618		33.43	565,982		33.47	740,375		26.25
Vested	(544,528)		22.38	(476,650)		18.82	(873,490)		19.35
Forfeited	(160,767)		28.36	(135,295)		21.67	(57,133)		18.96
Ending Balance	1,875,065	$	27.14	1,941,742	$	23.83	1,987,705	$	19.74

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Performance-Based Units, Vested and Expected to Vest [Table Text Block]

	Twelve Months Ended			Twelve Months Ended			Twelve Months Ended
	Dec. 31, 2012			Dec. 31, 2011			Dec. 31, 2010
	Number of PSUs	Weighted-Average Grant Date Fair Value		Number of PSUs	Weighted-Average Grant Date Fair Value		Number of PSUs	Weighted-Average Grant Date Fair Value
Beginning Balance	508,616	$	42.24	754,603	$	19.66	1,064,293	$	20.74
Granted	256,400		47.97	354,564		48.61	470,583		36.52
Vested	(260,580)		36.52	(526,608)		16.45	(739,115)		31.15
Forfeited/cancelled	(91,526)		43.45	(73,943)		25.98	(41,158)		34.06
Ending Balance	412,910	$	49.14	508,616	$	42.24	754,603	$	19.66

XML

ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (DETAIL) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Accounts Payable and Accrued Liabilities [Abstract]
Accounts Payable, Current	$ 498	$ 488
Accrued Salaries and Vacation, Current	115	130
Accrued Payroll, Property and Other Taxes, Current	98	104
Other Employee Related Liabilities, Current	40	43
Product Warranty Accrual, Current	20	17
Accrued Professional Fees, Current	11	10
Interest Payable, Current	11	8
Accrued Restructuring Costs, Current	45	2
Other Accrued Liabilities, Current	59	74
Accounts payable and accrued liabilities	$ 897	$ 876

XML

CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (TABLE)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Condensed Financial Information of Consolidating Company Disclosure [Abstract]

Condensed Consolidating Statement of Earnings [Table Text Block]

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS (LOSS)
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2012
(in millions)
		Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET SALES			$	-	$	3,616	$	1,932	$	(376)	$	5,172
COST OF SALES				(9)		3,015		1,745		(376)		4,375
		Gross margin		9		601		187		-		797
OPERATING EXPENSES
	Marketing and administrative expenses			112		259		138		-		509
	Science and technology expenses			-		61		18		-		79
	Charges related to cost reduction actions			-		-		51		-		51
	Other expenses			(37)		24		23		-		10
		Total operating expenses		75		344		230		-		649
EARNINGS BEFORE INTEREST AND TAXES				(66)		257		(43)		-		148
Interest expense (income), net				102		2		10		-		114
Loss on extinguishment of debt				74		-		-		-		74
EARNINGS (LOSS) BEFORE TAXES				(242)		255		(53)		-		(40)
Income tax expense (benefit)				(92)		64		-		-		(28)
EARNINGS (LOSS) BEFORE EQUITY IN NET EARNINGS
	OF SUBSIDIARIES AND AFFILIATES			(150)		191		(53)		-		(12)
Equity in net earnings of subsidiaries				131		(55)		-		(76)		-
Equity in net earnings of affiliates				-		(5)		1		-		(4)
NET EARNINGS (LOSS)				(19)		131		(52)		(76)		(16)
Less: Net earnings attributable to noncontrolling interest				-		-		3		-		3
NET EARNINGS (LOSS) ATTRIBUTABLE TO
	OWENS CORNING		$	(19)	$	131	$	(55)	$	(76)	$	(19)

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2011
(in millions)
		Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET SALES			$	-	$	3,641	$	2,018	$	(324)	$	5,335
COST OF SALES				(23)		3,015		1,639		(324)		4,307
		Gross margin		23		626		379		-		1,028
OPERATING EXPENSES
	Marketing and administrative expenses			67		314		144		-		525
	Science and technology expenses			-		61		16		-		77
	Other (income) expenses			(88)		15		38		-		(35)
		Total operating expenses		(21)		390		198		-		567
EARNINGS BEFORE INTEREST AND TAXES				44		236		181		-		461
Interest expense (income), net				105		(3)		6		-		108
EARNINGS (LOSS) BEFORE TAXES				(61)		239		175		-		353
Income tax expense (benefit)				(23)		72		25		-		74
EARNINGS (LOSS) BEFORE EQUITY IN NET
	EARNINGS (LOSS) OF SUBSIDIARIES AND
	AFFILIATES			(38)		167		150		-		279
Equity in net earnings of subsidiaries				314		149		-		(463)		-
Equity in net earnings (loss) of affiliates				-		(2)		4		-		2
NET EARNINGS				276		314		154		(463)		281
Less: Net earnings attributable to noncontrolling interest				-		-		5		-		5
NET EARNINGS ATTRIBUTABLE TO
	OWENS CORNING		$	276	$	314	$	149	$	(463)	$	276

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2010
(in millions)
		Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET SALES			$	-	$	3,388	$	1,953	$	(344)	$	4,997
COST OF SALES				(19)		2,815		1,589		(344)		4,041
		Gross margin		19		573		364		-		956
OPERATING EXPENSES
	Marketing and administrative expenses			43		332		141		-		516
	Science and technology expenses			-		63		13		-		76
	Charges related to cost reduction actions			-		2		27		-		29
	Other (income) expenses			(59)		132		56		-		129
		Total operating expenses		(16)		529		237		-		750
EARNINGS BEFORE INTEREST AND TAXES				35		44		127		-		206
Interest expense (income), net				116		(7)		1		-		110
EARNINGS BEFORE TAXES				(81)		51		126		-		96
Income tax expense (benefit)				(59)		(831)		50		-		(840)
EARNINGS BEFORE EQUITY IN NET EARNINGS
	OF SUBSIDIARIES AND AFFILIATES			(22)		882		76		-		936
Equity in net earnings of subsidiaries				950		67		-		(1,017)		-
Equity in net earnings (loss) of affiliates				5		1		(2)		-		4
NETS EARNINGS				933		950		74		(1,017)		940
Less: Net earnings attributable to noncontrolling interest				-		-		7		-		7
NET EARNINGS ATTRIBUTABLE TO
	OWENS CORNING		$	933	$	950	$	67	$	(1,017)	$	933

Condensed Consolidating Statement Of Comprehensive Earnings [Table Text Block]

OWENS CORNING AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS (LOSS)
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2012
(in millions)
Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET EARNINGS (LOSS)	$	(19)	$	131	$	(52)	$	(76)	$	(16)
Currency translation adjustment		5		-		-		-		5
Pension and other postretirement adjustment (net of tax)		(56)		-		-		-		(56)
Deferred income on hedging (net of tax)		2		-		-		-		2
COMPREHENSIVE EARNINGS (LOSS)		(68)		131		(52)		(76)		(65)
Less: Comprehensive earnings attributable to noncontrolling interest		-		-		3		-		3
NET EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING	$	(68)	$	131	$	(55)	$	(76)	$	(68)

OWENS CORNING AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2011
(in millions)
Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET EARNINGS	$	276	$	314	$	154	$	(463)	$	281
Currency translation adjustment		(39)		-		-		-		(39)
Pension and other postretirement adjustment (net of tax)		(80)		-		-		-		(80)
Deferred income on hedging (net of tax)		(2)		-		-		-		(2)
COMPREHENSIVE EARNINGS		155		314		154		(463)		160
Less: Comprehensive earnings attributable to noncontrolling interest		-		-		5		-		5
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	155	$	314	$	149	$	(463)	$	155

OWENS CORNING AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2010
(in millions)
Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET EARNINGS	$	933	$	950	$	74	$	(1,017)	$	940
Currency translation adjustment		26		-		-		-		26
Pension and other postretirement adjustment (net of tax)		(36)		-		-		-		(36)
Deferred income on hedging (net of tax)		2		-		-		-		2
COMPREHENSIVE EARNINGS		925		950		74		(1,017)		932
Less: Comprehensive earnings attributable to noncontrolling interest		-		-		8		-		8
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	925	$	950	$	66	$	(1,017)	$	924

Condensed Consolidating Balance Sheet [Table Text Block]

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2012
(in millions)
ASSETS				Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
CURRENT ASSETS
	Cash and cash equivalents			$	-	$	3	$	52	$	-	$	55
	Receivables, net				-		-		600		-		600
	Due from affiliates				-		2,528		-		(2,528)		-
	Inventories				-		473		313		-		786
	Other current assets				-		75		96		-		171
			Total current assets		-		3,079		1,061		(2,528)		1,612
Investment in subsidiaries					6,877		2,489		558		(9,924)		-
Due from affiliates					-		65		1,022		(1,087)		-
Property, plant and equipment, net					374		1,294		1,235		-		2,903
Goodwill					-		1,068		75		-		1,143
Intangible assets					-		939		302		(196)		1,045
Deferred income taxes					54		525		25		-		604
Other non-current assets					67		74		120		-		261
TOTAL ASSETS				$	7,372	$	9,533	$	4,398	$	(13,735)	$	7,568
LIABILITIES AND EQUITY
CURRENT LIABILITIES
	Accounts payable and accrued liabilities			$	8	$	610	$	279	$	-	$	897
	Due to affiliates				1,419		-		1,109		(2,528)		-
	Short-term debt				-		-		5		-		5
	Long-term debt – current portion				-		2		2		-		4
			Total current liabilities		1,427		612		1,395		(2,528)		906
Long-term debt, net of current portion					1,884		28		164		-		2,076
Due to affiliates					-		1,022		65		(1,087)		-
Pension plan liability					331		-		149		-		480
Other employee benefits liability					-		254		20		-		274
Deferred income taxes					-		-		38		-		38
Other liabilities					192		182		41		(196)		219
OWENS CORNING STOCKHOLDERS’ EQUITY
	Common stock				1		-		-		-		1
	Additional paid in capital				3,925		6,541		2,062		(8,603)		3,925
	Accumulated earnings				451		894		427		(1,321)		451
	Accumulated other comprehensive deficit				(364)		-		-		-		(364)
	Cost of common stock in treasury				(475)		-		-		-		(475)
		Total Owens Corning stockholders’ equity			3,538		7,435		2,489		(9,924)		3,538
	Noncontrolling interest				-		-		37		-		37
Total equity					3,538		7,435		2,526		(9,924)		3,575
TOTAL LIABILITIES AND EQUITY				$	7,372	$	9,533	$	4,398	$	(13,735)	$	7,568

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2011
(in millions)
ASSETS				Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
CURRENT ASSETS
	Cash and cash equivalents			$	-	$	-	$	52	$	-	$	52
	Receivables, net				-		-		730		(120)		610
	Due from affiliates				529		2,369		-		(2,898)		-
	Inventories				-		447		348		-		795
	Other current assets				1		75		103		-		179
			Total current assets		530		2,891		1,233		(3,018)		1,636
Investment in subsidiaries					6,587		2,369		533		(9,489)		-
Due from affiliates					-		63		997		(1,060)		-
Property, plant and equipment, net					384		1,278		1,242		-		2,904
Goodwill					-		1,069		75		-		1,144
Intangible assets					-		959		352		(238)		1,073
Deferred income taxes					71		448		19		-		538
Other non-current assets					60		72		100		-		232
TOTAL ASSETS				$	7,632	$	9,149	$	4,551	$	(13,805)	$	7,527
LIABILITIES AND EQUITY
CURRENT LIABILITIES
	Accounts payable and accrued liabilities			$	21	$	553	$	422	$	(120)	$	876
	Due to affiliates				1,676		20		1,202		(2,898)		-
	Short-term debt				8		-		20		-		28
	Long-term debt – current portion				-		1		3		-		4
			Total current liabilities		1,705		574		1,647		(3,018)		908
Long-term debt, net of current portion					1,709		29		192		-		1,930
Due to affiliates					-		997		63		(1,060)		-
Pension plan liability					293		-		142		-		435
Other employee benefits liability					-		247		20		-		267
Deferred income taxes					-		-		51		-		51
Other liabilities					224		182		27		(238)		195
OWENS CORNING STOCKHOLDERS’ EQUITY
	Common stock				1		-		-		-		1
	Additional paid in capital				3,907		6,357		1,889		(8,246)		3,907
	Accumulated earnings				470		763		480		(1,243)		470
	Accumulated other comprehensive deficit				(315)		-		-		-		(315)
	Cost of common stock in treasury				(362)		-		-		-		(362)
		Total Owens Corning stockholders’ equity			3,701		7,120		2,369		(9,489)		3,701
	Noncontrolling interest				-		-		40		-		40
Total equity					3,701		7,120		2,409		(9,489)		3,741
TOTAL LIABILITIES AND EQUITY				$	7,632	$	9,149	$	4,551	$	(13,805)	$	7,527

Condensed Consolidating Statement of Cash Flows [Table Text Block]

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2012
(in millions)
			Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR)
	OPERATING ACTIVITIES			$	(108)	$	239	$	199	$	-	$	330
NET CASH FLOW USED FOR INVESTING
	ACTIVITIES
		Additions to plant and equipment			(35)		(174)		(123)		-		(332)
		Proceeds from Hurricane Sandy			-		20		-		-		20
		Proceeds from the sale of assets or affiliates			42		5		12		-		59
		Net cash flow provided by (used for) investing activities			7		(149)		(111)		-		(253)
NET CASH FLOW PROVIDED BY FINANCING
	ACTIVITIES
		Proceeds from senior revolving credit and receivables securitization facilities			1,564		-		313		-		1,877
		Payments on senior revolving credit and receivables securitization facilities			(1,627)		-		(330)		-		(1,957)
		Proceeds from long-term debt			599		-		-		-		599
		Payments on long-term debt			(430)		-		(11)		-		(441)
		Purchases of noncontrolling interests			-		(22)		-		-		(22)
		Net decrease in short-term debt			(8)		-		(15)		-		(23)
		Purchases of treasury stock			(113)		-		-		-		(113)
		Other			4		-		-		-		4
		Other intercompany loans			112		(65)		(47)		-		-
		Net cash flow provided by (used for) financing
			activities		101		(87)		(90)		-		(76)
Effect of exchange rate changes on cash					-		-		2		-		2
Net increase (decrease) in cash and cash equivalents					-		3		-		-		3
Cash and cash equivalents at beginning of period					-		-		52		-		52
CASH AND CASH EQUIVALENTS AT END OF
	PERIOD			$	-	$	3	$	52	$	-	$	55

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2011
(in millions)
			Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR)
	OPERATING ACTIVITIES		$	(70)	$	236	$	123	$	-	$	289
NET CASH FLOW USED FOR
	INVESTING ACTIVITIES
		Additions to plant and equipment		(7)		(222)		(213)		-		(442)
		Investment in subsidiaries and affiliates		-		(84)		-		-		(84)
		Proceeds from the sale of assets or affiliates		-		3		78		-		81
		Net cash flow used for investing activities		(7)		(303)		(135)		-		(445)
NET CASH FLOW PROVIDED BY FINANCING
	ACTIVITIES
		Proceeds from senior revolving credit and receivables securitization facilities		1,547		-		365		-		1,912
		Payments on senior revolving credit and receivables securitization facilities		(1,423)		-		(207)		-		(1,630)
		Proceeds from long-term debt		-		-		6		-		6
		Payments on long-term debt		-		-		(10)		-		(10)
		Net increase in short-term debt		8		-		18		-		26
		Purchases of treasury stock		(138)		-		-		-		(138)
		Other		8		-		-		-		8
		Other intercompany loans		72		67		(139)		-		-
		Net cash flow provided by financing activities		74		67		33		-		174
Effect of exchange rate changes on cash				-		-		(18)		-		(18)
Net increase (decrease) in cash and cash equivalents				(3)		-		3		-		-
Cash and cash equivalents at beginning of period				3		-		49		-		52
CASH AND CASH EQUIVALENTS AT END OF
	PERIOD		$	-	$	-	$	52	$	-	$	52

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2010
(in millions)
			Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR)
	OPERATING ACTIVITIES		$	(105)	$	370	$	223	$	-	$	488
NET CASH FLOW PROVIDED BY (USED FOR)
	INVESTING ACTIVITIES
		Additions to plant and equipment		-		(139)		(175)		-		(314)
		Proceeds from the sale of assets or affiliates		45		-		20		-		65
		Net cash flow provided by (used for) investing activities		45		(139)		(155)		-		(249)
NET CASH FLOW PROVIDED BY (USED FOR)
	FINANCING ACTIVITIES
		Proceeds from senior revolving credit facility		631		-		-		-		631
		Payments on senior revolving credit facility		(619)		-		-		-		(619)
		Proceeds from long-term debt		-		-		5		-		5
		Payments on long-term debt		(600)		-		(9)		-		(609)
		Net decrease in short-term debt		-		-		(10)		-		(10)
		Purchases of noncontrolling interest		-		-		(30)		-		(30)
		Purchase of treasury stock		(120)		-		-		-		(120)
		Other		2		-		-		-		2
		Other intercompany loans		231		(231)		-		-		-
		Net cash flow used for financing activities		(475)		(231)		(44)		-		(750)
Effect of exchange rate changes on cash				-		-		(1)		-		(1)
Net increase (decrease) in cash and cash equivalents				(535)		-		23		-		(512)
Cash and cash equivalents at beginning of period				538		-		26		-		564
CASH AND CASH EQUIVALENTS AT END OF
	PERIOD		$	3	$	-	$	49	$	-	$	52

XML

WARRANTS (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 Years	Oct. 31, 2006
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Date from which Warrants or Rights Exercisable	Oct. 31, 2006
Class of Warrant or Right, Date at which Warrants or Rights Expire	Oct. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Method Used	Black-Scholes
Series A Warrant [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	17.5
Warrants and Rights Outstanding		$ 143
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Dividend Rate	1.50%
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate	4.60%
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Term	7.0
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate	34.00%
Series B Warrant [Member]
Class of Warrant or Right [Line Items]
Class of Warrant or Right, Outstanding	7.8
Warrants and Rights Outstanding		$ 60
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Dividend Rate	1.50%
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate	4.60%
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Term	7.0
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Weighted Average Volatility Rate	34.00%

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DEBT (TABLE)

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments [Table Text Block]

##NDEB. DEBT
Details of the Company's outstanding long-term debt are as follows (in millions):
		Dec. 31,		Dec. 31,
		2012		2011
6.50% senior notes, net of discount, due 2016		$	400	$	649
9.00% senior notes, net of discount, due 2019			247		346
4.20% senior notes, net of discount, due 2022			599		-
7.00% senior notes, net of discount, due 2036			540		540
Accounts receivable securitization facility, maturing in 2014			141		158
Senior revolving credit facility, maturing in 2016			73		136
Various capital leases, due through and beyond 2050			52		55
Various floating rate debt, maturing through 2017			2		3
Other fixed rate debt, with maturities up to 2016, at rates up to 11.0%			-		8
Fair value adjustment to debt			26		39
Total long-term debt			2,080		1,934
Less – current portion			4		4
	Long-term debt, net of current portion	$	2,076	$	1,930

Schedule of Maturities of Long-term Debt [Table Text Block]

Debt Maturities
The aggregate maturities for all long-term debt issues for each of the five years following December 31, 2012 and thereafter are presented in the table below (in millions). The maturities are stated at total cash the Company is contractually obligated to pay third parties and are not stated net of discount. The effects of the interest rate swap are not included in the table below.
Period	Maturities
2013	$	4
2014		145
2015		4
2016		477
2017		4
2018 and beyond		1,434
Total	$	2,068

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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Dec. 31, 2010

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Financial Information of Parent Company Only Disclosure [Text Block]

27.       CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

The following Condensed Consolidating Financial Statements present the financial information required with respect to those entities which guarantee certain of the Company's debt. The Condensed Consolidating Financial Statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company's share of the subsidiaries' cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investment in subsidiaries and intercompany balances and transactions.

Guarantor and Nonguarantor Financial Statements

As described in Note 15, Owens Corning has issued $1.8 billion aggregate principal amount of Senior Notes. The Senior Notes and the Senior Credit Facilities are guaranteed, fully, unconditionally and jointly and severally, by each of Owens Corning's current and future 100% owned material domestic subsidiaries that is a borrower or a guarantor under Owens Corning's Credit Agreement, which permits changes to the named guarantors in certain situations (collectively, the “Guarantor Subsidiaries”). The remaining subsidiaries have not guaranteed the Senior Notes and the Senior Credit Facilities (collectively, the “Nonguarantor Subsidiaries”).

The Company discovered that $105 million of interest payments on parent loans were not appropriately classified between the Parent and the Guarantor Subsidiaries within the 2010 Condensed Consolidating Statements of Cash Flows. The misclassification impacted previously reported Parent and Guarantor Subsidiaries net cash flow from operations and net cash flow from financing activities.  In addition, the Company discovered that $265 million of pension liabilities and related deferred tax assets of $101 million were not appropriately classified between the Parent and Guarantor Subsidiaries within the 2010 Condensed Consolidating Balance Sheet. This item also resulted in insignificant revisions to the 2010 Condensed Consolidating Statements of Income.  The effect of correcting these classifications was not material to the 2010 consolidating financial information, and related amounts  presented for 2010 have been revised.

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS (LOSS)
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2012
(in millions)
		Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET SALES			$	-	$	3,616	$	1,932	$	(376)	$	5,172
COST OF SALES				(9)		3,015		1,745		(376)		4,375
		Gross margin		9		601		187		-		797
OPERATING EXPENSES
	Marketing and administrative expenses			112		259		138		-		509
	Science and technology expenses			-		61		18		-		79
	Charges related to cost reduction actions			-		-		51		-		51
	Other expenses			(37)		24		23		-		10
		Total operating expenses		75		344		230		-		649
EARNINGS BEFORE INTEREST AND TAXES				(66)		257		(43)		-		148
Interest expense (income), net				102		2		10		-		114
Loss on extinguishment of debt				74		-		-		-		74
EARNINGS (LOSS) BEFORE TAXES				(242)		255		(53)		-		(40)
Income tax expense (benefit)				(92)		64		-		-		(28)
EARNINGS (LOSS) BEFORE EQUITY IN NET EARNINGS
	OF SUBSIDIARIES AND AFFILIATES			(150)		191		(53)		-		(12)
Equity in net earnings of subsidiaries				131		(55)		-		(76)		-
Equity in net earnings of affiliates				-		(5)		1		-		(4)
NET EARNINGS (LOSS)				(19)		131		(52)		(76)		(16)
Less: Net earnings attributable to noncontrolling interest				-		-		3		-		3
NET EARNINGS (LOSS) ATTRIBUTABLE TO
	OWENS CORNING		$	(19)	$	131	$	(55)	$	(76)	$	(19)

OWENS CORNING AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS (LOSS)
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2012
(in millions)
Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET EARNINGS (LOSS)	$	(19)	$	131	$	(52)	$	(76)	$	(16)
Currency translation adjustment		5		-		-		-		5
Pension and other postretirement adjustment (net of tax)		(56)		-		-		-		(56)
Deferred income on hedging (net of tax)		2		-		-		-		2
COMPREHENSIVE EARNINGS (LOSS)		(68)		131		(52)		(76)		(65)
Less: Comprehensive earnings attributable to noncontrolling interest		-		-		3		-		3
NET EARNINGS (LOSS) ATTRIBUTABLE TO OWENS CORNING	$	(68)	$	131	$	(55)	$	(76)	$	(68)

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2012
(in millions)
ASSETS				Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
CURRENT ASSETS
	Cash and cash equivalents			$	-	$	3	$	52	$	-	$	55
	Receivables, net				-		-		600		-		600
	Due from affiliates				-		2,528		-		(2,528)		-
	Inventories				-		473		313		-		786
	Other current assets				-		75		96		-		171
			Total current assets		-		3,079		1,061		(2,528)		1,612
Investment in subsidiaries					6,877		2,489		558		(9,924)		-
Due from affiliates					-		65		1,022		(1,087)		-
Property, plant and equipment, net					374		1,294		1,235		-		2,903
Goodwill					-		1,068		75		-		1,143
Intangible assets					-		939		302		(196)		1,045
Deferred income taxes					54		525		25		-		604
Other non-current assets					67		74		120		-		261
TOTAL ASSETS				$	7,372	$	9,533	$	4,398	$	(13,735)	$	7,568
LIABILITIES AND EQUITY
CURRENT LIABILITIES
	Accounts payable and accrued liabilities			$	8	$	610	$	279	$	-	$	897
	Due to affiliates				1,419		-		1,109		(2,528)		-
	Short-term debt				-		-		5		-		5
	Long-term debt – current portion				-		2		2		-		4
			Total current liabilities		1,427		612		1,395		(2,528)		906
Long-term debt, net of current portion					1,884		28		164		-		2,076
Due to affiliates					-		1,022		65		(1,087)		-
Pension plan liability					331		-		149		-		480
Other employee benefits liability					-		254		20		-		274
Deferred income taxes					-		-		38		-		38
Other liabilities					192		182		41		(196)		219
OWENS CORNING STOCKHOLDERS’ EQUITY
	Common stock				1		-		-		-		1
	Additional paid in capital				3,925		6,541		2,062		(8,603)		3,925
	Accumulated earnings				451		894		427		(1,321)		451
	Accumulated other comprehensive deficit				(364)		-		-		-		(364)
	Cost of common stock in treasury				(475)		-		-		-		(475)
		Total Owens Corning stockholders’ equity			3,538		7,435		2,489		(9,924)		3,538
	Noncontrolling interest				-		-		37		-		37
Total equity					3,538		7,435		2,526		(9,924)		3,575
TOTAL LIABILITIES AND EQUITY				$	7,372	$	9,533	$	4,398	$	(13,735)	$	7,568

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2012
(in millions)
			Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR)
	OPERATING ACTIVITIES			$	(108)	$	239	$	199	$	-	$	330
NET CASH FLOW USED FOR INVESTING
	ACTIVITIES
		Additions to plant and equipment			(35)		(174)		(123)		-		(332)
		Proceeds from Hurricane Sandy			-		20		-		-		20
		Proceeds from the sale of assets or affiliates			42		5		12		-		59
		Net cash flow provided by (used for) investing activities			7		(149)		(111)		-		(253)
NET CASH FLOW PROVIDED BY FINANCING
	ACTIVITIES
		Proceeds from senior revolving credit and receivables securitization facilities			1,564		-		313		-		1,877
		Payments on senior revolving credit and receivables securitization facilities			(1,627)		-		(330)		-		(1,957)
		Proceeds from long-term debt			599		-		-		-		599
		Payments on long-term debt			(430)		-		(11)		-		(441)
		Purchases of noncontrolling interests			-		(22)		-		-		(22)
		Net decrease in short-term debt			(8)		-		(15)		-		(23)
		Purchases of treasury stock			(113)		-		-		-		(113)
		Other			4		-		-		-		4
		Other intercompany loans			112		(65)		(47)		-		-
		Net cash flow provided by (used for) financing
			activities		101		(87)		(90)		-		(76)
Effect of exchange rate changes on cash					-		-		2		-		2
Net increase (decrease) in cash and cash equivalents					-		3		-		-		3
Cash and cash equivalents at beginning of period					-		-		52		-		52
CASH AND CASH EQUIVALENTS AT END OF
	PERIOD			$	-	$	3	$	52	$	-	$	55

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2011
(in millions)
		Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET SALES			$	-	$	3,641	$	2,018	$	(324)	$	5,335
COST OF SALES				(23)		3,015		1,639		(324)		4,307
		Gross margin		23		626		379		-		1,028
OPERATING EXPENSES
	Marketing and administrative expenses			67		314		144		-		525
	Science and technology expenses			-		61		16		-		77
	Other (income) expenses			(88)		15		38		-		(35)
		Total operating expenses		(21)		390		198		-		567
EARNINGS BEFORE INTEREST AND TAXES				44		236		181		-		461
Interest expense (income), net				105		(3)		6		-		108
EARNINGS (LOSS) BEFORE TAXES				(61)		239		175		-		353
Income tax expense (benefit)				(23)		72		25		-		74
EARNINGS (LOSS) BEFORE EQUITY IN NET
	EARNINGS (LOSS) OF SUBSIDIARIES AND
	AFFILIATES			(38)		167		150		-		279
Equity in net earnings of subsidiaries				314		149		-		(463)		-
Equity in net earnings (loss) of affiliates				-		(2)		4		-		2
NET EARNINGS				276		314		154		(463)		281
Less: Net earnings attributable to noncontrolling interest				-		-		5		-		5
NET EARNINGS ATTRIBUTABLE TO
	OWENS CORNING		$	276	$	314	$	149	$	(463)	$	276

OWENS CORNING AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2011
(in millions)
Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET EARNINGS	$	276	$	314	$	154	$	(463)	$	281
Currency translation adjustment		(39)		-		-		-		(39)
Pension and other postretirement adjustment (net of tax)		(80)		-		-		-		(80)
Deferred income on hedging (net of tax)		(2)		-		-		-		(2)
COMPREHENSIVE EARNINGS		155		314		154		(463)		160
Less: Comprehensive earnings attributable to noncontrolling interest		-		-		5		-		5
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	155	$	314	$	149	$	(463)	$	155

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2011
(in millions)
ASSETS				Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
CURRENT ASSETS
	Cash and cash equivalents			$	-	$	-	$	52	$	-	$	52
	Receivables, net				-		-		730		(120)		610
	Due from affiliates				529		2,369		-		(2,898)		-
	Inventories				-		447		348		-		795
	Other current assets				1		75		103		-		179
			Total current assets		530		2,891		1,233		(3,018)		1,636
Investment in subsidiaries					6,587		2,369		533		(9,489)		-
Due from affiliates					-		63		997		(1,060)		-
Property, plant and equipment, net					384		1,278		1,242		-		2,904
Goodwill					-		1,069		75		-		1,144
Intangible assets					-		959		352		(238)		1,073
Deferred income taxes					71		448		19		-		538
Other non-current assets					60		72		100		-		232
TOTAL ASSETS				$	7,632	$	9,149	$	4,551	$	(13,805)	$	7,527
LIABILITIES AND EQUITY
CURRENT LIABILITIES
	Accounts payable and accrued liabilities			$	21	$	553	$	422	$	(120)	$	876
	Due to affiliates				1,676		20		1,202		(2,898)		-
	Short-term debt				8		-		20		-		28
	Long-term debt – current portion				-		1		3		-		4
			Total current liabilities		1,705		574		1,647		(3,018)		908
Long-term debt, net of current portion					1,709		29		192		-		1,930
Due to affiliates					-		997		63		(1,060)		-
Pension plan liability					293		-		142		-		435
Other employee benefits liability					-		247		20		-		267
Deferred income taxes					-		-		51		-		51
Other liabilities					224		182		27		(238)		195
OWENS CORNING STOCKHOLDERS’ EQUITY
	Common stock				1		-		-		-		1
	Additional paid in capital				3,907		6,357		1,889		(8,246)		3,907
	Accumulated earnings				470		763		480		(1,243)		470
	Accumulated other comprehensive deficit				(315)		-		-		-		(315)
	Cost of common stock in treasury				(362)		-		-		-		(362)
		Total Owens Corning stockholders’ equity			3,701		7,120		2,369		(9,489)		3,701
	Noncontrolling interest				-		-		40		-		40
Total equity					3,701		7,120		2,409		(9,489)		3,741
TOTAL LIABILITIES AND EQUITY				$	7,632	$	9,149	$	4,551	$	(13,805)	$	7,527

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2011
(in millions)
			Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR)
	OPERATING ACTIVITIES		$	(70)	$	236	$	123	$	-	$	289
NET CASH FLOW USED FOR
	INVESTING ACTIVITIES
		Additions to plant and equipment		(7)		(222)		(213)		-		(442)
		Investment in subsidiaries and affiliates		-		(84)		-		-		(84)
		Proceeds from the sale of assets or affiliates		-		3		78		-		81
		Net cash flow used for investing activities		(7)		(303)		(135)		-		(445)
NET CASH FLOW PROVIDED BY FINANCING
	ACTIVITIES
		Proceeds from senior revolving credit and receivables securitization facilities		1,547		-		365		-		1,912
		Payments on senior revolving credit and receivables securitization facilities		(1,423)		-		(207)		-		(1,630)
		Proceeds from long-term debt		-		-		6		-		6
		Payments on long-term debt		-		-		(10)		-		(10)
		Net increase in short-term debt		8		-		18		-		26
		Purchases of treasury stock		(138)		-		-		-		(138)
		Other		8		-		-		-		8
		Other intercompany loans		72		67		(139)		-		-
		Net cash flow provided by financing activities		74		67		33		-		174
Effect of exchange rate changes on cash				-		-		(18)		-		(18)
Net increase (decrease) in cash and cash equivalents				(3)		-		3		-		-
Cash and cash equivalents at beginning of period				3		-		49		-		52
CASH AND CASH EQUIVALENTS AT END OF
	PERIOD		$	-	$	-	$	52	$	-	$	52

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2010
(in millions)
		Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET SALES			$	-	$	3,388	$	1,953	$	(344)	$	4,997
COST OF SALES				(19)		2,815		1,589		(344)		4,041
		Gross margin		19		573		364		-		956
OPERATING EXPENSES
	Marketing and administrative expenses			43		332		141		-		516
	Science and technology expenses			-		63		13		-		76
	Charges related to cost reduction actions			-		2		27		-		29
	Other (income) expenses			(59)		132		56		-		129
		Total operating expenses		(16)		529		237		-		750
EARNINGS BEFORE INTEREST AND TAXES				35		44		127		-		206
Interest expense (income), net				116		(7)		1		-		110
EARNINGS BEFORE TAXES				(81)		51		126		-		96
Income tax expense (benefit)				(59)		(831)		50		-		(840)
EARNINGS BEFORE EQUITY IN NET EARNINGS
	OF SUBSIDIARIES AND AFFILIATES			(22)		882		76		-		936
Equity in net earnings of subsidiaries				950		67		-		(1,017)		-
Equity in net earnings (loss) of affiliates				5		1		(2)		-		4
NETS EARNINGS				933		950		74		(1,017)		940
Less: Net earnings attributable to noncontrolling interest				-		-		7		-		7
NET EARNINGS ATTRIBUTABLE TO
	OWENS CORNING		$	933	$	950	$	67	$	(1,017)	$	933

OWENS CORNING AND SUBSIDIARIES
CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2010
(in millions)
Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET EARNINGS	$	933	$	950	$	74	$	(1,017)	$	940
Currency translation adjustment		26		-		-		-		26
Pension and other postretirement adjustment (net of tax)		(36)		-		-		-		(36)
Deferred income on hedging (net of tax)		2		-		-		-		2
COMPREHENSIVE EARNINGS		925		950		74		(1,017)		932
Less: Comprehensive earnings attributable to noncontrolling interest		-		-		8		-		8
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	925	$	950	$	66	$	(1,017)	$	924

OWENS CORNING AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2010
(in millions)
			Parent		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR)
	OPERATING ACTIVITIES		$	(105)	$	370	$	223	$	-	$	488
NET CASH FLOW PROVIDED BY (USED FOR)
	INVESTING ACTIVITIES
		Additions to plant and equipment		-		(139)		(175)		-		(314)
		Proceeds from the sale of assets or affiliates		45		-		20		-		65
		Net cash flow provided by (used for) investing activities		45		(139)		(155)		-		(249)
NET CASH FLOW PROVIDED BY (USED FOR)
	FINANCING ACTIVITIES
		Proceeds from senior revolving credit facility		631		-		-		-		631
		Payments on senior revolving credit facility		(619)		-		-		-		(619)
		Proceeds from long-term debt		-		-		5		-		5
		Payments on long-term debt		(600)		-		(9)		-		(609)
		Net decrease in short-term debt		-		-		(10)		-		(10)
		Purchases of noncontrolling interest		-		-		(30)		-		(30)
		Purchase of treasury stock		(120)		-		-		-		(120)
		Other		2		-		-		-		2
		Other intercompany loans		231		(231)		-		-		-
		Net cash flow used for financing activities		(475)		(231)		(44)		-		(750)
Effect of exchange rate changes on cash				-		-		(1)		-		(1)
Net increase (decrease) in cash and cash equivalents				(535)		-		23		-		(512)
Cash and cash equivalents at beginning of period				538		-		26		-		564
CASH AND CASH EQUIVALENTS AT END OF
	PERIOD		$	3	$	-	$	49	$	-	$	52

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EARNINGS PER SHARE (DETAIL) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Earnings Per Share Abstract
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$ (56)	$ 44	$ 39	$ (46)	$ 50	$ 124	$ 78	$ 24	$ (19)	$ 276	$ 933
Weighted Average Common Shares, Basic									119.4	122.5	125.6
Incremental Common Shares Attributable To Nonvested Shares With Forfeitable Dividends									0	0.7	0.8
Incremental Common Shares Attributable To Call Options And Warrants									0	0.3	0.2
Earnings Per Share Basic	$ (0.47)	$ 0.37	$ 0.32	$ (0.38)	$ 0.41	$ 1.02	$ 0.63	$ 0.19	$ (0.16)	$ 2.25	$ 7.43
Earnings Per Share Diluted	$ (0.47)	$ 0.37	$ 0.32	$ (0.38)	$ 0.41	$ 1.01	$ 0.62	$ 0.19	$ (0.16)	$ 2.23	$ 7.37
Repurchase Program 2012 [Member]
Equity Class Of Treasury Stock [Line Items]
Stock Repurchase Program, Number of Shares Authorized to be Repurchased	10								10
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased	10								10
Combined Repurchase Programs [Member]
Equity Class Of Treasury Stock [Line Items]
Stock Repurchase Program, Number of Shares Acquired During Period									3.7
Stock Options Member
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount									0.6	0.8	2.4
Series A Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount									17.5	17.5	17.5
Series B Warrants [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount									7.8	7.8	7.8
Performance Stock Units (PSUs) [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount									0.2		0.2
Restricted Stock Member
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount									0.5

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DEBT (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Long-Term Debt [Line Items]
Long Term Debt	$ 2,080	$ 1,934
Fair Value Adjustment to Debt	26	39
Long Term Debt Current	4	4
Long Term Debt Noncurrent	2,076	1,930
Receivables Purchase Agreement, Principal Amount	250
Short-term Debt [Abstract]
Short-term debt	5	28
Short Term Debt Weighted Average Interest Rate	4.50%	7.40%
Maturities of Long-term Debt [Abstract]
Long-term Debt, Maturities, Repayments of Principal in Next Twelve Months	4
Long-term Debt, Maturities, Repayments of Principal in Year Two	145
Long-term Debt, Maturities, Repayments of Principal in Year Three	4
Long-term Debt, Maturities, Repayments of Principal in Year Four	477
Long-term Debt, Maturities, Repayments of Principal in Year Five	4
Long-term Debt, Maturities, Repayments of Principal after Year Five	1,434
Senior Notes Due 2016 [Member]
Long-Term Debt [Line Items]
Long Term Debt	400	649
Debt Instrument Issuance Date	October 31, 2006
Debt Instrument Face Amount	650
Extinguishment of Debt, Amount	250
Senior Notes Due 2036 [Member]
Long-Term Debt [Line Items]
Long Term Debt	540	540
Debt Instrument Face Amount	540
Senior Notes Due 2019 [Member]
Long-Term Debt [Line Items]
Long Term Debt	247	346
Debt Instrument Issuance Date	June 3, 2009
Debt Instrument Face Amount	350
Extinguishment of Debt, Amount	100
Senior Notes Due 2022 [Member]
Long-Term Debt [Line Items]
Long Term Debt	599	0
Debt Instrument Issuance Date	October 17, 2012
Debt Instrument Face Amount	600
Senior Revolving Credit Facility B [Member]
Long-Term Debt [Line Items]
Long Term Debt	73	136
Line Of Credit Facility Expiration Date	July 2016
Line Of Credit Facility Maximum Borrowing Capacity	800
Letter Of Credit Member
Long-Term Debt [Line Items]
Receivables Purchase Agreement, Amount Outstanding	37
Line Of Credit Facility Amount Outstanding	4	42
Capital Lease Obligations Member
Long-Term Debt [Line Items]
Long Term Debt	52	55
Floating Rate Debt [Member]
Long-Term Debt [Line Items]
Long Term Debt	2	3
Other Fixed Rate Debt [Member]
Long-Term Debt [Line Items]
Long Term Debt	0	8
Letter Of Credit Under Receivables Purchase Agreement [Member]
Long-Term Debt [Line Items]
Long Term Debt	$ 141	$ 158
Receivables Purchase Agreement, Expiration Date	December 2014

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Accounting Policies [Abstract]
Amortization of Intangible Assets	$ 21	$ 22	$ 21
Depreciation	328	296	299
Foreign Currency Transaction Gain, before Tax		5	8
Foreign Currency Transaction Loss, before Tax	3
Marketing and Advertising Expense	$ 109	$ 105	$ 111
Building and Building Improvements [Member]
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	15 – 40 years
Furnaces [Member]
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	4 – 15 years
Technology Equipment [Member]
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	5 – 10 years
Equipment [Member]
Property Plant And Equipment [Line Items]
Property, Plant and Equipment, Estimated Useful Lives	5 – 20 years

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STOCK COMPENSATION (DETAIL) (USD $) In Millions, except Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 Years	Dec. 31, 2011	Dec. 31, 2010
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share-based Compensation Arrangement by Share-based Payment Award, Options, Terms of Award, Maximum (in years)	10
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Additional Disclosures Abstract
Share Based Compensation Arrangement By Share Based Payment Award Number Of Shares Available For Grant	2,800,000
Employee emergence equity program expense	$ 0	$ 0	$ 0
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward
Options, Outstanding, Number, Beginning Balance	3,293,545	3,397,858	3,002,470
Options, Outstanding, Number, Grants In Period	409,700	412,200	515,200
Options, Outstanding, Number, Options Exercised	(520,120)	(374,738)	(84,050)
Options, Outstanding, Number, Forfeitures In Period	(157,905)	(141,775)	(35,762)
Options, Outstanding, Number, Ending Balance	3,025,220	3,293,545	3,397,858
Options, Outstanding, Weighted Average Exercise Price, Beginning of Period	$ 26.26	$ 25.06	$ 25.02
Options, Outstanding, Grants In Period Weighted Average Exercise Price	$ 33.73	$ 33.98	$ 25.63
Options, Outstanding, Exercises In Period Weighted Average Exercise Price	$ 22.65	$ 25.78	$ 28.74
Options, Outstanding, Forfeitures In Period Weighted Average Exercise Price	$ 28.48	$ 21.19	$ 21.09
Options, Outstanding, Weighted Average Exercise Price, End of Period	$ 27.78	$ 26.26	$ 25.06
Exercise Price Range One [Member]
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range [Line Items]
Share Based Compensation Shares Authorized Under Stock Option Plans Exercise Price Range Number Of Outstanding Options	3,025,220
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term	5.70
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price, Beginning Balance	$ 27.7764328875255
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	2,062,803
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term	4.65
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price	$ 27.21
Stock Options Member
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated Share Based Compensation Expense	5	4	3
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition	2.52
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Additional Disclosures Abstract
Share Based Compensation Arrangement By Share Based Payment Award Options Grants In Period Weighted Average Grant Date Fair Value	$ 15.27	$ 15.85	$ 11.87
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate	45.80%	44.30%	52.00%
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Dividend Rate	0.00%	0.00%	0.00%
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Term	6.26	6.26	6.25
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate	1.10%	2.60%	2.80%
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized	8
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Intrinsic Value	28	12	19
Employee Service Share-based Compensation, Cash Received from Exercise of Stock Options	12	10	2
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options	2	1	1
Restricted Stock Member
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated Share Based Compensation Expense	15	13	15
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition	2.66
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Additional Disclosures Abstract
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance	1,941,742	1,987,705	2,177,953
Nonoptions, Number, Grants In Period	638,618	565,982	740,375
Nonoptions, Number, Vested In Period	(544,528)	(476,650)	(873,490)
Nonoptions, Number, Forfeited In Period	(160,767)	(135,295)	(57,133)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance	1,875,065	1,941,742	1,987,705
Nonoptions, Weighted Average Fair Value, Beginning Balance	$ 23.83	$ 19.74	$ 17.35
Nonoptions, Weighted Average Fair Value, Grants in Period	$ 33.43	$ 33.47	$ 26.25
Nonoptions, Weighted Average Fair Value, Vested	$ 22.38	$ 18.82	$ 19.35
Nonoptions, Weighted Average Fair Value, Forfeited	$ 28.36	$ 21.67	$ 18.96
Nonoptions, Weighted Average Fair Value, Ending Balance	$ 27.14	$ 23.83	$ 19.74
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized	23
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Vested In Period Total Fair Value	12	9	17
Performance Stock Units (PSUs) [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated Share Based Compensation Expense	13	7	13
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition	1.7
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Additional Disclosures Abstract
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Beginning Balance	508,616	754,603	1,064,293
Nonoptions, Number, Grants In Period	256,400	354,564	470,583
Nonoptions, Number, Vested In Period	(260,580)	(526,608)	(739,115)
Nonoptions, Number, Forfeited In Period	(91,526)	(73,943)	(41,158)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance	412,910	508,616	754,603
Nonoptions, Weighted Average Fair Value, Beginning Balance	$ 42.24	$ 19.66	$ 20.74
Nonoptions, Weighted Average Fair Value, Grants in Period	$ 47.97	$ 48.61	$ 36.52
Nonoptions, Weighted Average Fair Value, Vested	$ 36.52	$ 16.45	$ 31.15
Nonoptions, Weighted Average Fair Value, Forfeited	$ 43.45	$ 25.98	$ 34.06
Nonoptions, Weighted Average Fair Value, Ending Balance	$ 49.14	$ 42.24	$ 19.66
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized	$ 10
Performance Stock Units (PSUs) Stock 2012 [Member]
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Additional Disclosures Abstract
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate	48.20%
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Term	2.91
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate	0.30%
Performance Stock Units (PSUs) Cash 2012 [Member]
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Additional Disclosures Abstract
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate	35.60%
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Term	2.00
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate	0.30%
Performance Stock Units (PSUs) Stock 2011 [Member]
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Additional Disclosures Abstract
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate		57.20%
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Term		2.9
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate		1.10%
Performance Stock Units (PSUs) Cash 2011 [Member]
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Additional Disclosures Abstract
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate	30.60%
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Term	1.00
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate	0.10%
Performance Stock Units (PSUs) Stock 2010 [Member]
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Additional Disclosures Abstract
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate			58.80%
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Term			2.9
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate			1.40%
Performance Stock Units (PSUs) Cash 2010 [Member]
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Additional Disclosures Abstract
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Volatility Rate	22.60%
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Term	0
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate	0.00%

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CONDENSED CONSOLIDATED BALANCE SHEET (DETAIL) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010	Dec. 31, 2009
CURRENT ASSETS
Cash and cash equivalents	$ 55		$ 52		$ 52	$ 564
Receivables, less allowances	600		610
Inventories	786		795
Assets held for sale - current	0		0
Other current assets	171		179
Total current assets	1,612		1,636
Property, plant and equipment, net	2,903		2,904
Goodwill	1,143		1,144
Intangible assets	1,045		1,073
Deferred income taxes	604		538
Assets Held for Sale - Non-Current	0		0
Other non-current assets	261		232
Assets	7,568		7,527
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities, Current	897		876
Short-term debt	5		28
Long-term debt - current portion	4		4
Total current liabilities	906		908
Long-term debt, net of current portion	2,076		1,930
Pension plan liability	480		435
Other employee benefits liability	274		267
Deferred income tax liability	38		51
Other liabilities	219		195
Commitments and Contingencies
OWENS CORNING STOCKHOLDERS' EQUITY
Preferred stock		[1]		[1]
Common stock	1	[2]	1	[2]
Additional paid in capital	3,925		3,907
Accumulated earnings (deficit)	451		470
Accumulated other comprehensive deficit	(364)		(315)
Cost of common stock in treasury	(475)	[3]	(362)	[3]
Total Owens Corning stockholders' equity	3,538		3,701
Noncontrolling interest	37		40
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	3,575		3,741		3,686	2,853
TOTAL LIABILITIES AND EQUITY	7,568		7,527
Parent Company Member
CURRENT ASSETS
Cash and cash equivalents	0		0		3
Receivables, less allowances	0		0
Due From Affiliate Current	0		529
Inventories	0		0
Assets held for sale - current			0
Other current assets	0		1
Total current assets	0		530
Equity Method Investments	6,877		6,587
Due From Affiliate Noncurrent	0		0
Property, plant and equipment, net	374		384
Goodwill	0		0
Intangible assets	0		0
Deferred income taxes	54		71
Assets Held for Sale - Non-Current			0
Other non-current assets	67		60
Assets	7,372		7,632
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities, Current	8		21
Due To Affiliate Current	1,419		1,676
Short-term debt	0		8
Long-term debt - current portion	0		0
Liabilities held for sale - current			0
Total current liabilities	1,427		1,705
Long-term debt, net of current portion	1,884		1,709
Due To Affiliate Noncurrent	0		0
Pension plan liability	331		293
Other employee benefits liability	0		0
Deferred income tax liability	0		0
Other liabilities	192		224
OWENS CORNING STOCKHOLDERS' EQUITY
Common stock	1		1
Additional paid in capital	3,925		3,907
Accumulated earnings (deficit)	451		470
Accumulated other comprehensive deficit	(364)		(315)
Cost of common stock in treasury	(475)		(362)
Total Owens Corning stockholders' equity	3,538		3,701
Noncontrolling interest	0		0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	3,538		3,701
TOTAL LIABILITIES AND EQUITY	7,372		7,632
Guarantor Subsidiaries Member
CURRENT ASSETS
Cash and cash equivalents	3		0		0
Receivables, less allowances	0		0
Due From Affiliate Current	2,528		2,369
Inventories	473		447
Assets held for sale - current			0
Other current assets	75		75
Total current assets	3,079		2,891
Equity Method Investments	2,489		2,369
Due From Affiliate Noncurrent	65		63
Property, plant and equipment, net	1,294		1,278
Goodwill	1,068		1,069
Intangible assets	939		959
Deferred income taxes	525		448
Assets Held for Sale - Non-Current			0
Other non-current assets	74		72
Assets	9,533		9,149
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities, Current	610		553
Due To Affiliate Current	0		20
Short-term debt	0		0
Long-term debt - current portion	2		1
Liabilities held for sale - current			0
Total current liabilities	612		574
Long-term debt, net of current portion	28		29
Due To Affiliate Noncurrent	1,022		997
Pension plan liability	0		0
Other employee benefits liability	254		247
Deferred income tax liability	0		0
Other liabilities	182		182
OWENS CORNING STOCKHOLDERS' EQUITY
Common stock	0		0
Additional paid in capital	6,541		6,357
Accumulated earnings (deficit)	894		763
Accumulated other comprehensive deficit	0		0
Cost of common stock in treasury	0		0
Total Owens Corning stockholders' equity	7,435		7,120
Noncontrolling interest	0		0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	7,435		7,120
TOTAL LIABILITIES AND EQUITY	9,533		9,149
Non Guarantor Subsidiaries Member
CURRENT ASSETS
Cash and cash equivalents	52		52		49
Receivables, less allowances	600		730
Due From Affiliate Current	0		0
Inventories	313		348
Assets held for sale - current			0
Other current assets	96		103
Total current assets	1,061		1,233
Equity Method Investments	558		533
Due From Affiliate Noncurrent	1,022		997
Property, plant and equipment, net	1,235		1,242
Goodwill	75		75
Intangible assets	302		352
Deferred income taxes	25		19
Assets Held for Sale - Non-Current			0
Other non-current assets	120		100
Assets	4,398		4,551
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities, Current	279		422
Due To Affiliate Current	1,109		1,202
Short-term debt	5		20
Long-term debt - current portion	2		3
Liabilities held for sale - current			0
Total current liabilities	1,395		1,647
Long-term debt, net of current portion	164		192
Due To Affiliate Noncurrent	65		63
Pension plan liability	149		142
Other employee benefits liability	20		20
Deferred income tax liability	38		51
Other liabilities	41		27
OWENS CORNING STOCKHOLDERS' EQUITY
Common stock	0		0
Additional paid in capital	2,062		1,889
Accumulated earnings (deficit)	427		480
Accumulated other comprehensive deficit	0		0
Cost of common stock in treasury	0		0
Total Owens Corning stockholders' equity	2,489		2,369
Noncontrolling interest	37		40
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	2,526		2,409
TOTAL LIABILITIES AND EQUITY	4,398		4,551
Consolidation Eliminations Member
CURRENT ASSETS
Cash and cash equivalents	0		0		0
Receivables, less allowances	0		(120)
Due From Affiliate Current	(2,528)		(2,898)
Inventories	0		0
Assets held for sale - current			0
Other current assets	0		0
Total current assets	(2,528)		(3,018)
Equity Method Investments	(9,924)		(9,489)
Due From Affiliate Noncurrent	(1,087)		(1,060)
Property, plant and equipment, net	0		0
Goodwill	0		0
Intangible assets	(196)		(238)
Deferred income taxes	0		0
Assets Held for Sale - Non-Current			0
Other non-current assets	0		0
Assets	(13,735)		(13,805)
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities, Current	0		(120)
Due To Affiliate Current	(2,528)		(2,898)
Short-term debt	0		0
Long-term debt - current portion	0		0
Liabilities held for sale - current			0
Total current liabilities	(2,528)		(3,018)
Long-term debt, net of current portion	0		0
Due To Affiliate Noncurrent	(1,087)		(1,060)
Pension plan liability	0		0
Other employee benefits liability	0		0
Deferred income tax liability	0		0
Other liabilities	(196)		(238)
OWENS CORNING STOCKHOLDERS' EQUITY
Common stock	0		0
Additional paid in capital	(8,603)		(8,246)
Accumulated earnings (deficit)	(1,321)		(1,243)
Accumulated other comprehensive deficit	0		0
Cost of common stock in treasury	0		0
Total Owens Corning stockholders' equity	(9,924)		(9,489)
Noncontrolling interest	0		0
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	(9,924)		(9,489)
TOTAL LIABILITIES AND EQUITY	$ (13,735)		$ (13,805)

[1] 10 shares authorized; none issued or outstanding at Dec. 31, 2012 and Dec. 31, 2011

[2] 400 shares authorized; 135.6 issued and 118.3 outstanding at Dec. 31, 2012; 134.4 issued and 120.9 outstanding at Dec. 31, 2011

[3] 17.3 shares at Dec. 31, 2012 and 13.5 shares at Dec. 31, 2011

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INCOME TAXES (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Income Tax Disclosure [Abstract]
Income (Loss) from Continuing Operations before Income Taxes, Domestic	$ 31	$ 202	$ 2
Income (Loss) from Continuing Operations before Income Taxes, Foreign	(71)	151	94
EARNINGS BEFORE TAXES	(40)	353	96
Current Income Tax Expense (Benefit), Continuing Operations [Abstract]
Current Federal Tax Expense (Benefit)	1	(14)	49
Current State and Local Tax Expense (Benefit)	(2)	2	0
Current Foreign Tax Expense (Benefit)	20	28	27
Current Income Tax Expense (Benefit)	19	16	76
Deferred Income Tax Expense (Benefit), Continuing Operations [Abstract]
Deferred Federal Income Tax Expense (Benefit)	(22)	61	(881)
Deferred State and Local Income Tax Expense (Benefit)	2	7	(55)
Deferred Foreign Income Tax Expense (Benefit)	(27)	(10)	20
Deferred Income Tax Expense (Benefit)	(47)	58	(916)
Income Tax Expense Benefit Continuing Operations	(28)	74	(840)
Effective Income Tax Rate, Continuing Operations, Tax Rate Reconciliation [Abstract]
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate	(35.00%)	35.00%	35.00%
Income Tax Reconciliation, State and Local Income Taxes	(5)	2	2
Income Tax Reconciliation, Foreign Income Tax Rate Differential	(60)	(10)	(30)
Income Tax Rate Reconciliation, Foreign Earnings Under Enacted US Tax Laws	(62)	(1)	(2)
Income Tax Reconciliation, Change in Deferred Tax Assets Valuation Allowance	127	2	(944)
Income Tax Rate Reconciliation, Uncertain Tax Positions and Settlements	(2)	(3)	53
Income Tax Rate Reconciliation, Goodwill	0	0	11
Income Tax Reconciliation, Other Reconciling Items	(33)	(4)	0
Effective Income Tax Rate Continuing Operations	(70.00%)	21.00%	(875.00%)
Components of Deferred Tax Assets [Abstract]
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Postretirement Benefits	160	166
Deferred Tax Assets, Tax Deferred Expense, Compensation and Benefits, Pensions	161	136
Deferred Tax Assets, Operating Loss Carryforwards, Domestic and Foreign	1,080	1,040
Deferred Tax Assets, Operating Loss Carryforwards, State and Local	5	4
Deferred Tax Assets, Other	173	155
Valuation Allowance, Amount	(228)	(187)
Deferred Tax Assets, Net	1,351	1,314
Deferred Tax Assets, Net, Current	80	71
Components of Deferred Tax Liabilities [Abstract]
Deferred Tax Liabilities, Deferred Expense	332	376
Deferred Tax Liabilities, Goodwill and Intangible Assets	373	380
Deferred Tax Liabilities	705	756
Deferred Tax Liabilities, Undistributed Foreign Earnings	1,210
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Abstract]
Significant Change in Unrecognized Tax Benefits is Reasonably Possible, Estimated Range of Change, Upper Bound	65
Income Tax Penalties and Interest [Abstract]
Income Tax Examination, Penalties and Interest Accrued	10	13	20
Income Tax Examination, Penalties and Interest Expense	3	15	0
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized Tax Benefits, Beginning Balance	170	210	167
Unrecognized Tax Benefits, Increases Resulting from Current Period Tax Positions	12	8	64
Unrecognized Tax Benefits, Decreases Resulting from Current Period Tax Positions	0	0	(18)
Unrecognized Tax Benefits, Increases Resulting from Prior Period Tax Positions	7	6	88
Unrecognized Tax Benefits, Decreases Resulting from Prior Period Tax Positions	(14)	(46)	(64)
Unrecognized Tax Benefits, Decreases Resulting from Settlements with Taxing Authorities	(13)	(7)	(24)
Unrecognized Tax Benefits, Reductions Resulting from Lapse of Applicable Statute of Limitations	(1)	(1)	(3)
Unrecognized Tax Benefits, Ending Balance	161	170	210
Unrecognized Tax Benefits that Would Impact Effective Tax Rate	133
Domestic Country [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	2,300
Operating Loss Carryforwards, Expiration Dates	2032
State and Local Jurisdiction [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	3,300
Foreign Country [Member]
Operating Loss Carryforwards [Line Items]
Operating Loss Carryforwards	807
Operating Loss Carryforwards, Expiration Dates	2013
Investments in Foreign Subsidiaries and Foreign Corporate Joint Ventures that are Essentially Permanent in Duration [Member]
Deferred Tax Liability Not Recognized [Line Items]
Deferred Tax Liability Not Recognized, Amount of Unrecognized Deferred Tax Liability	$ 235

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES ABSTRACT
NET EARNINGS	$ (16)	$ 281	$ 940
Adjustments to reconcile net earnings to cash provided by (used for) operating activities:
Depreciation and amortization	349	318	320
Gain on sale of business and fixed assets	(17)	(30)	2
Impairment of long-lived assets	6	0	117
Change in deferred income taxes	(59)	55	(867)
Provision for pension and other employee benefits liabilities	36	36	26
Share Based Compensation	24	21	23
Other non-cash	(14)	(22)	(19)
Change in working capital	9	(262)	15
Pension fund contribution	(50)	(117)	(32)
Payments for other employee benefits liabilities	(22)	(24)	(26)
Other	10	33	(11)
Net cash flow provided by (used for) operating activities	330	289	488
NET CASH FLOW USED FOR INVESTING ACTIVITIES ABSTRACT
Additions to plant and equipment	(332)	(442)	(314)
Payments to Acquire Businesses, Net of Cash Acquired	0	84	0
Proceeds from Insurance Settlement, Investing Activities	20	0	0
Proceeds from Divestiture of Businesses and Interests in Affiliates	59	81	65
Net cash flow used for investing activities	(253)	(445)	(249)
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES ABSTRACT
Proceeds from senior revolving credit and receivables securitization facilities	1,877	1,912	631
Payments on senior revolving credit and receivables securitization facilities	(1,957)	(1,630)	(619)
Proceeds from long-term debt	599	6	5
Payments on long-term debt	(441)	(10)	(609)
Net decrease in short-term debt	(23)	26	(10)
Purchase of noncontrolling interest	(22)	0	(30)
Purchase of treasury stock	(113)	(138)	(120)
Other Financing	4	8	2
Net cash flow provided by (used for) financing activities	(76)	174	(750)
Effect of exchange rate changes on cash	2	(18)	(1)
Net decrease in cash and cash equivalents	3	0	(512)
Cash and cash equivalents at beginning of period	52	52	564
Cash and cash equivalents at end of period	55	52	52
Parent Company Member
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES ABSTRACT
NET EARNINGS	(19)	276	933
Adjustments to reconcile net earnings to cash provided by (used for) operating activities:
Net cash flow provided by (used for) operating activities	(108)	(70)	(105)
NET CASH FLOW USED FOR INVESTING ACTIVITIES ABSTRACT
Additions to plant and equipment	(35)	(7)	0
Payments to Acquire Businesses, Net of Cash Acquired	0	0
Proceeds from Insurance Settlement, Investing Activities	0
Proceeds from Divestiture of Businesses and Interests in Affiliates	42	0	45
Net cash flow used for investing activities	7	(7)	45
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES ABSTRACT
Proceeds from senior revolving credit and receivables securitization facilities	1,564	1,547	631
Payments on senior revolving credit and receivables securitization facilities	(1,627)	(1,423)	(619)
Proceeds from long-term debt	599	0	0
Payments on long-term debt	(430)	0	(600)
Payments for Repurchase of Redeemable Noncontrolling Interest			0
Net decrease in short-term debt	(8)	8	0
Purchase of noncontrolling interest	0		0
Purchase of treasury stock	(113)	(138)	(120)
Proceeds from Loans and Advances from Parent		72	231
Intercompany Loans	112
Other Financing	4	8	2
Net cash flow provided by (used for) financing activities	101	74	(475)
Effect of exchange rate changes on cash	0	0	0
Net decrease in cash and cash equivalents	0	(3)	(535)
Cash and cash equivalents at beginning of period	0	3
Cash and cash equivalents at end of period	0	0	3
Guarantor Subsidiaries Member
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES ABSTRACT
NET EARNINGS	131	314	950
Adjustments to reconcile net earnings to cash provided by (used for) operating activities:
Net cash flow provided by (used for) operating activities	239	236	370
NET CASH FLOW USED FOR INVESTING ACTIVITIES ABSTRACT
Additions to plant and equipment	(174)	(222)	(139)
Payments to Acquire Businesses, Net of Cash Acquired	0	84
Proceeds from Insurance Settlement, Investing Activities	20
Proceeds from Divestiture of Businesses and Interests in Affiliates	5	3	0
Net cash flow used for investing activities	(149)	(303)	(139)
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES ABSTRACT
Proceeds from senior revolving credit and receivables securitization facilities	0	0	0
Payments on senior revolving credit and receivables securitization facilities	0	0	0
Proceeds from long-term debt	0	0	0
Payments on long-term debt	0	0	0
Payments for Repurchase of Redeemable Noncontrolling Interest			0
Net decrease in short-term debt	0	0	0
Purchase of noncontrolling interest	(22)		0
Purchase of treasury stock	0	0	0
Proceeds from Loans and Advances from Parent		67	(231)
Intercompany Loans	(65)
Other Financing	0	0	0
Net cash flow provided by (used for) financing activities	(87)	67	(231)
Effect of exchange rate changes on cash	0	0	0
Net decrease in cash and cash equivalents	3	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	3	0	0
Non Guarantor Subsidiaries Member
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES ABSTRACT
NET EARNINGS	(52)	154	74
Adjustments to reconcile net earnings to cash provided by (used for) operating activities:
Net cash flow provided by (used for) operating activities	199	123	223
NET CASH FLOW USED FOR INVESTING ACTIVITIES ABSTRACT
Additions to plant and equipment	(123)	(213)	(175)
Payments to Acquire Businesses, Net of Cash Acquired	0	0
Proceeds from Insurance Settlement, Investing Activities	0
Proceeds from Divestiture of Businesses and Interests in Affiliates	12	78	20
Net cash flow used for investing activities	(111)	(135)	(155)
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES ABSTRACT
Proceeds from senior revolving credit and receivables securitization facilities	313	365	0
Payments on senior revolving credit and receivables securitization facilities	(330)	(207)	0
Proceeds from long-term debt	0	6	5
Payments on long-term debt	(11)	(10)	(9)
Payments for Repurchase of Redeemable Noncontrolling Interest			0
Net decrease in short-term debt	(15)	18	(10)
Purchase of noncontrolling interest	0		(30)
Purchase of treasury stock	0	0	0
Proceeds from Loans and Advances from Parent		(139)	0
Intercompany Loans	(47)
Other Financing	0	0	0
Net cash flow provided by (used for) financing activities	(90)	33	(44)
Effect of exchange rate changes on cash	2	(18)	(1)
Net decrease in cash and cash equivalents	0	3	23
Cash and cash equivalents at beginning of period	52	49
Cash and cash equivalents at end of period	52	52	49
Consolidation Eliminations Member
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES ABSTRACT
NET EARNINGS	(76)	(463)	(1,017)
Adjustments to reconcile net earnings to cash provided by (used for) operating activities:
Net cash flow provided by (used for) operating activities	0	0	0
NET CASH FLOW USED FOR INVESTING ACTIVITIES ABSTRACT
Additions to plant and equipment	0	0	0
Payments to Acquire Businesses, Net of Cash Acquired	0	0
Proceeds from Insurance Settlement, Investing Activities	0
Proceeds from Divestiture of Businesses and Interests in Affiliates	0	0	0
Net cash flow used for investing activities	0	0	0
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES ABSTRACT
Proceeds from senior revolving credit and receivables securitization facilities	0	0	0
Payments on senior revolving credit and receivables securitization facilities	0	0	0
Proceeds from long-term debt	0	0	0
Payments on long-term debt	0	0	0
Payments for Repurchase of Redeemable Noncontrolling Interest			0
Net decrease in short-term debt	0	0	0
Purchase of noncontrolling interest	0		0
Purchase of treasury stock	0	0	0
Proceeds from Loans and Advances from Parent		0	0
Intercompany Loans	0
Other Financing	0	0	0
Net cash flow provided by (used for) financing activities	0	0	0
Effect of exchange rate changes on cash	0	0	0
Net decrease in cash and cash equivalents	0	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	$ 0	$ 0	$ 0

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ACCUMULATED OTHER COMPREHENSIVE INCOME (DETAIL) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Accumulated Other Comprehensive Income (Loss), Net of Tax [Abstract]
Accumulated Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Net of Tax	$ 29	$ 24
Accumulated Other Comprehensive Income (Loss), Pension and Other Postretirement Benefit Plans, Net of Tax	(393)	(337)
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax	0	(2)
Accumulated other comprehensive deficit	$ (364)	$ (315)

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WARRANTIES (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Movement In Standard And Extended Product Warranty Increase Decrease Roll Forward
Product Warranty Accrual, Beginning Balance	$ 38	$ 38
Product Warranty Accrual Warranties Issued	24	19
Product Warranty Accrual Payments	(21)	(19)
Product Warranty Accrual, Ending Balance	$ 41	$ 38

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STOCK COMPENSATION

12 Months Ended

Dec. 31, 2012

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

STOCK COMPENSATION

19.       STOCK COMPENSATION

2010 Stock Plan

On April 22, 2010, the Company's stockholders approved the Owens Corning 2010 Stock Plan (the “2010 Stock Plan”) which replaced the Owens Corning 2006 Stock Plan (the “2006 Stock Plan”), as amended and restated. The 2010 Stock Plan authorizes grants of stock options, stock appreciation rights, stock awards, restricted stock awards, restricted stock units, bonus stock awards and performance stock awards. Such shares of common stock include shares that were available but not granted, or which were granted but were not issued or delivered due to expiration, termination, cancellation or forfeiture of such awards. At December 31, 2012, the number of shares remaining available under the 2010 Stock Plan for all stock awards was 2.8 million.

Stock Options

The Company has granted stock options under its stockholder approved stock plans. The Company calculates a weighted-average grant-date fair value using a Black-Scholes valuation model for options granted. Compensation expense for options is measured based on the fair market value of the option on the date of grant, and is recognized on a straight-line basis over a four year vesting period. In general, the exercise price of each option awarded was equal to the market price of the Company's common stock on the date of grant and an option's maximum term is 10 years. The volatility assumption was based on a benchmark study of our peers.

During 2012, 409,700 stock options were granted with a weighted-average grant date fair value of $15.27. Assumptions used in the Company's Black-Scholes valuation model to estimate the grant date fair value were expected volatility of 45.8%, expected dividends of 0%, expected term of 6.26 years and a risk-free interest rate of 1.1%.

During 2011, 412,200 stock options were granted with a weighted-average grant date fair value of $15.85. Assumptions used in the Company's Black-Scholes valuation model to estimate the grant date fair value were expected volatility of 44.3%, expected dividends of 0%, expected term of 6.26 years and a risk-free interest rate of 2.6%.

During 2010, 515,200stock options were granted with a weighted-average grant date fair value of $11.87. Assumptions used in the Company's Black-Scholes valuation model to estimate the grant date fair value were expected volatility of 52.0%, expected dividends of 0%, expected term of 6.25 years and a risk-free interest rate of 2.8%.

During theyears ended December 31, 2012, 2011 and 2010,the Company recognized expense of $5million, $4million and $3 million respectively, related to the Company's stock options. As of December 31, 2012 there was $8million of total unrecognized compensation cost related to stock options. That cost is expected to be recognized over a weighted-average period of 2.52years. The total aggregate intrinsic value of options outstanding as of December 31, 2012,2011, and 2010was $28 million, $12 million and $19 million, respectively. Cash received from option exercises was $12 million, $10 million and $2million for the years ended December 31,2012, 2011 and 2010, respectively. Tax benefits realized from tax deductions associated with option exercises totaled $2 million, $1 million and less than $1 million for the years ended December 31, 2012, 2011 and 2010, respectively.

The following table summarizes the Company's stock option activity:
	Twelve Months Ended				Twelve Months Ended			Twelve Months Ended
	Dec. 31, 2012				Dec. 31, 2011			Dec. 31, 2010
	Number of Options	Weighted-Average Exercise Price			Number of Options	Weighted-Average Exercise Price		Number of Options		Weighted-Average Exercise Price
Beginning Balance	3,293,545	$	26.26		3,397,858	$	25.06	3,002,470		$	25.02
Granted	409,700		33.73		412,200		33.98	515,200			25.63
Exercised	(520,120)		22.65		(374,738)		25.78	(84,050)			28.74
Forfeited	(157,905)		28.48		(141,775)		21.19	(35,762)			21.09
Ending Balance	3,025,220	$	27.78		3,293,545	$	26.26	3,397,858		$	25.06
The following table summarizes information about the Company's options outstanding and exercisable:
Options Outstanding							Options Exercisable
			Weighted-Average				Number Exercisable at Dec. 31, 2012	Weighted-Average
Range of Exercise Prices	Options Outstanding		Remaining Contractual Life		Exercise Price				Remaining Contractual Life		Exercise Price
$7.57 - $34.94	3,025,220		5.70	$	27.78		2,062,803	4.65		$	27.21

Restricted Stock Awards and Restricted Stock Units

The Company has granted restricted stock awards and restricted stock units (collectively referred to as “restricted stock”) under its stockholder approved stock plans. Compensation expense for restricted stock is measured based on the market price of the stock at date of grant and is recognized on a straight-line basis over the four year vesting period. Stock restrictions are subject to alternate vesting plans for death, disability, approved early retirement and involuntary termination, over various periods ending in 2015.

During the years ended December 31, 2012, 2011 and 2010, the Company recognized expense of $15 million, $13 million and $15 million respectively, related to the Company's restricted stock.As of December 31, 2012, there was $23million of total unrecognized compensation cost related to restricted stock. That cost is expected to be recognized over a weighted-average period of 2.66years. The total grant date fair value of shares vested during theyears ended December 31, 2012, 2011 and 2010, was $12 million, $9 million and $17 million, respectively.

A summary of the status of the Company's plans that had restricted stock issued as of December 31, 2012, 2011 and 2010 and changes during the twelve months ended December 31, 2012, 2011 and 2010 are presented below:
	Twelve Months Ended			Twelve Months Ended			Twelve Months Ended
	Dec. 31, 2012			Dec. 31, 2011			Dec. 31, 2010
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Beginning Balance	1,941,742	$	23.83	1,987,705	$	19.74	2,177,953	$	17.35
Granted	638,618		33.43	565,982		33.47	740,375		26.25
Vested	(544,528)		22.38	(476,650)		18.82	(873,490)		19.35
Forfeited	(160,767)		28.36	(135,295)		21.67	(57,133)		18.96
Ending Balance	1,875,065	$	27.14	1,941,742	$	23.83	1,987,705	$	19.74

Performance Stock Awards and Performance Stock Units

The Company has granted performance stock awards and performance stock units (collectively referred to as “PSUs”) as a part of its long-term incentive plan, of which 50 percent will be settled in stock and 50 percent will be settled in cash. The amount of PSUs ultimately distributed is contingent on meeting various stockholder return goals.

Compensation expense for PSUs settled in stock is measured based on the grant date fair value and is recognized on a straight-line basis over the vesting period. Compensation expense for PSUs settled in cash is measured based on the fair value at the end of each quarter and is recognized on a straight-line basis over the vesting period. Vesting will be pro-rated based on the number of full months employed during the performance period in the case of death, disability, change in control or involuntary termination, and pro-rated awards earned will be paid at the end of the three-year period.

During 2012, 2011, and 2010, the Company granted PSUs. The 2012, 2011, and 2010 grants vest after a three-year period based on the Company's total stockholder return relative to the performance of the components of the S&P 500 Index for the respective three-year period. The amount of PSUs earned will vary from 0% to 200% of PSUs awarded depending on the relative stockholder return performance.

For all PSUs, respectively, during the period ended December 31, 2012, 2011 and 2010, the Company recognized expense of $13 million, $7 million and $13 million. As of December 31, 2012, there was $10 million of total unrecognized compensation cost related to PSUs. That cost is expected to be recognized over a weighted-average period of 1.7years.

2012 Grant

For the 2012 grant, the portion of the PSUs settled in cash will be revalued every reporting period until the award is fully vested. As a result, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. For the period ended December 31, 2012, the Company estimated the fair value of the cash PSUs granted using a Monte Carlo simulation that used various assumptions that include expected volatility of 35.6%, a risk free rate of 0.3% and an expected term of 2.00 years. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the time of revaluation. The expected term represents the period beginning December 31, 2012 to the end of the three-year performance period.

For the 2012 grant, the fair value of the portion of PSUs settled in stock was estimated at the grant date using a Monte Carlo simulation that used various assumptions that include expected volatility of 48.2%, a risk free interest rate of 0.3% and an expected term of 2.91 years. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.

2011 Grant

For the 2011 grant, the portion of the PSUs settled in cash will be revalued every reporting period until the award is fully vested. As a result, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. For the period ended December 31, 2012, the Company estimated the fair value of the cash PSUs granted using a Monte Carlo simulation that used various assumptions that include expected volatility of 30.6%, a risk free rate of 0.1% and an expected term of 1.00year. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the time of revaluation. The expected term represents the period beginning December 31, 2012 to the end of the three-year performance period.

For the 2011 grant, the fair value of the portion of PSUs settled in stock was estimated at the grant date using a Monte Carlo simulation that used various assumptions that include expected volatility of 57.2%, a risk free interest rate of 1.1% and an expected term of 2.9 years. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.

2010 Grant

For the 2010 grant, the portion of the PSUs settled in cash is revalued every reporting period until the award is fully vested. As a result, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. For the period ended December 31, 2012, the Company estimated the fair value of the PSUs settled in cash using a Monte Carlo simulation that used various assumptions that include expected volatility of 22.6%, a risk-free interest rate of 0% and an expected term of 0 years, which is the remaining life of the grant. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the time of revaluation. The expected term represents the period beginning December 31, 2012 to the end of the three-year performance period.

For the 2010 grant, the fair value of the portion of PSUs settled in stock was estimated at the grant date using a Monte Carlo simulation that used various assumptions that include expected volatility of 58.8%, a risk-free interest rate of 1.4% and an expected term of 2.9 years, which was the remaining life of the grant. Expected volatility was based on a benchmark study of our peers. The risk-free interest rate was based on zero coupon United States Treasury bills at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.

	Twelve Months Ended			Twelve Months Ended			Twelve Months Ended
	Dec. 31, 2012			Dec. 31, 2011			Dec. 31, 2010
	Number of PSUs	Weighted-Average Grant Date Fair Value		Number of PSUs	Weighted-Average Grant Date Fair Value		Number of PSUs	Weighted-Average Grant Date Fair Value
Beginning Balance	508,616	$	42.24	754,603	$	19.66	1,064,293	$	20.74
Granted	256,400		47.97	354,564		48.61	470,583		36.52
Vested	(260,580)		36.52	(526,608)		16.45	(739,115)		31.15
Forfeited/cancelled	(91,526)		43.45	(73,943)		25.98	(41,158)		34.06
Ending Balance	412,910	$	49.14	508,616	$	42.24	754,603	$	19.66

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WARRANTS (TABLE)

12 Months Ended

Dec. 31, 2012

Warrants and Rights Note Disclosure [Abstract]

Schedule of Share-based Payment Award, Employee Stock Warrants, Valuation Assumptions [Table Text Block]

	Warrants
	Series A	Series B
Expected annual dividends	1.5%	1.5%
Risk free interest rate	4.6%	4.6%
Expected term (in years)	7.0	7.0
Volatility	34.0%	34.0%

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LEASES (TABLE)

12 Months Ended

Dec. 31, 2012

Leases [Abstract]

Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block]

Period	Minimum Future Rental Commitments
2013	$	51
2014	$	40
2015	$	26
2016	$	19
2017	$	13
2018 and beyond	$	50

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CONTINGENT LIABILITIES AND OTHER MATTERS (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Loss Contingency Abstract
Environmental Liability Sites	19
Loss Contingency Estimate Of Possible Loss	$ 7
Hurricane Sandy [Member]
Unusual or Infrequent Item [Line Items]
Unusual or Infrequent Item, Insurance Proceeds	20
Loss from Catastrophes	9
Hurricane Sandy [Member] | Cost Of Sales Member
Unusual or Infrequent Item [Line Items]
Loss from Catastrophes	6
Hurricane Sandy [Member] | Other Income [Member]
Unusual or Infrequent Item [Line Items]
Loss from Catastrophes	$ 3

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DERIVATIVE FINANCIAL INSTRUMENTS (TABLE)

12 Months Ended

Dec. 31, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Assets and Liabilities at Fair Value [Table Text Block]

The following table presents the fair value and respective location of derivatives and hedging instruments on the Consolidated Balance Sheets (in millions):
				Fair Value at
				Dec. 31,		Dec. 31,
		Location		2012		2011
Derivative assets designated as hedging instruments:
Cash flow hedges:
	Natural gas and electricity	Other current assets		$	-	$	1
	Amount of gain recognized in OCI (effective portion)	OCI		$	-	$	1
Derivative liabilities designated as hedging instruments:
Cash flow hedges:
		Accounts payable and
	Natural gas and electricity		accrued liabilities	$	1	$	4
	Amount of loss recognized in OCI (effective portion)	OCI		$	1	$	4
Derivative assets not designated as hedging instruments:
	Foreign exchange contracts	Other current assets		$	1	$	2
Derivative liabilities not designated as hedging instruments:
		Accounts payable and
	Natural gas		accrued liabilities	$	-	$	1
		Accounts payable and
	Foreign exchange contracts		accrued liabilities	$	3	$	1

Schedule of Fair Value Derivative Instruments Statements of Earnings Location [Table Text Block]

The following table presents the impact and respective location of derivative activities on the Consolidated Statements of Earnings (Loss) (in millions):
						Twelve Months Ended
						Dec. 31,
			Location		2012		2011		2010
Derivative activity designated as hedging instruments:
Natural gas and electricity:
	Amount of loss reclassified from OCI into earnings
		(effective portion)	Cost of sales		$	5	$	4	$	8
Interest rate swaps:
	Amount of loss recognized in earnings		Interest
		(ineffective portion)		expense, net	$	-	$	2	$	4
Derivative activity not designated as hedging instruments:
Natural gas and electricity:
	Amount of (gain) loss recognized in earnings		Other (income) expenses, net		$	-	$	(1)	$	1
Foreign currency exchange contract:
	Amount of loss (gain) recognized in earnings (a)		Other (income) expenses, net		$	17	$	(14)	$	(2)

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FAIR VALUE MEASUREMENT (TABLE)

12 Months Ended

Dec. 31, 2012

Dec. 31, 2011

Fair Value Disclosures [Abstract]

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]

The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall, for assets and liabilities measured on a recurring basis as of December 31, 2012 (in millions):
		Total Measured at Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	1	$	1	$	-	$	-
Term deposits		1		1
Derivative assets		1		-		1		-
Total assets	$	3	$	2	$	1	$	-
Liabilities:
Derivative liabilities	$	(4)	$	-	$	(4)	$	-
Total liabilities	$	(4)	$	-	$	(4)	$	-

The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall, for assets and liabilities measured on a recurring basis as of December 31, 2011 (in millions):
		Total Measured at Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	11	$	11	$	-	$	-
Derivative assets		3		-		3		-
Total assets	$	14	$	11	$	3	$	-
Liabilities:
Derivative liabilities	$	(6)	$	-	$	(6)	$	-
Total liabilities	$	(6)	$	-	$	(6)	$	-

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ACQUISITIONS (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Business Combinations [Abstract]
Business Acquisition, Effective Date of Acquisition	July 31, 2011
Business Acquisition, Cost of Acquired Entity, Purchase Price [Abstract]
Business Acquisition, Cost of Acquired Entity, Purchase Price	$ 105
Business Acquisition, Cost of Acquired Entity, Cash Paid	84
Business Acquisition, Cost of Acquired Entity, Liabilities Incurred	21
Business Acquisition, Cost of Acquired Entity, Deferred Payments	25
Business Acquisition, Purchase Price Allocation [Abstract]
Business Acquisition, Purchase Price Allocation, Property, Plant and Equipment	37
Business Acquisition, Purchase Price Allocation, Amortizable Intangible Assets	3
Business Acquisition, Purchase Price Allocation, Goodwill Amount	59
Business Acquisition, Purchase Price Allocation, Working Capital	$ 6

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DERIVATIVE FINANCIAL INSTRUMENTS INCOME STMT (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Cost Of Sales Member | Designated as Hedging Instrument [Member] | Natural Gas Contract [Member]
Derivative Instruments Gain Loss [Line Items]
Derivative Instruments Loss Reclassified From Accumulated OCI Into Income Effective Portion	$ 5	$ 4	$ 8
Interest Expense Member | Designated as Hedging Instrument [Member] | Interest Rate Swap Member
Derivative Instruments Gain Loss [Line Items]
Derivative Instruments Loss Recognized In Income Ineffective Portion And Amount Excluded From Effectiveness Testing	0	2	4
Other Expense Member | Nondesignated [Member] | Natural Gas Contract [Member]
Derivative Instruments Gain Loss [Line Items]
Derivative Instruments Gain Loss Recognized In Income Net	0	(1)	1
Other Expense Member | Nondesignated [Member] | Foreign Exchange Contract Member
Derivative Instruments Gain Loss [Line Items]
Derivative Instruments Gain Loss Recognized In Income Net	$ 17	$ (14)	$ (2)

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PENSION AND OTHER POSTRETIREMENT BENEFITS (TABLE)

12 Months Ended

Dec. 31, 2012

Pension Plans, Defined Benefit [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Changes in Projected Benefit Obligations [Table Text Block]

The following tables provides a reconciliation of the change in the projected benefit obligation, the change in plan assets and the net amount recognized in the Consolidated Balance Sheets for the years ended December 31, 2012 and 2011 (in millions):
	Dec. 31, 2012						Dec. 31, 2011
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Change in Projected Benefit Obligation
Benefit obligation at beginning of period	$	1,105	$	503	$	1,608	$	1,050	$	488	$	1,538
Service cost		9		5		14		9		5		14
Interest cost		49		23		72		53		25		78
Actuarial loss		111		34		145		81		18		99
Currency (gain) loss		-		16		16		-		(7)		(7)
Benefits paid		(87)		(23)		(110)		(87)		(21)		(108)
Settlements / Curtailments		-		(6)		(6)		(1)		(3)		(4)
Other		-		2		2		-		(2)		(2)
Benefit obligation at end of period	$	1,187	$	554	$	1,741	$	1,105	$	503	$	1,608

Schedule of Changes in Fair Value of Plan Assets [Table Text Block]

Change in Plan Assets
Fair value of assets at beginning of period	$	812	$	360	$	1,172	$	767	$	364	$	1,131
Actual return on plan assets		99		40		139		38		1		39
Currency gain (loss)		-		12		12		-		(5)		(5)
Company contributions		32		18		50		94		23		117
Benefits paid		(87)		(23)		(110)		(87)		(21)		(108)
Settlements		-		(3)		(3)		-		(2)		(2)
Fair value of assets at end of period	$	856	$	404	$	1,260	$	812	$	360	$	1,172
Funded status	$	(331)	$	(150)	$	(481)	$	(293)	$	(143)	$	(436)

Schedule of Amounts Recognized in Balance Sheet [Table Text Block]

	Dec. 31, 2012						Dec. 31, 2011
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Amounts Recognized in the Consolidated Balance Sheets
Prepaid pension cost	$	-	$	1	$	1	$	-	$	4	$	4
Accrued pension cost - current		-		(2)		(2)		-		(5)		(5)
Accrued pension cost - non-current		(331)		(149)		(480)		(293)		(142)		(435)
Net amount recognized	$	(331)	$	(150)	$	(481)	$	(293)	$	(143)	$	(436)

Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block]

Amounts Recorded in Accumulated OCI
Net actuarial loss	$	(396)	$	(95)	$	(491)	$	(347)	$	(82)	$	(429)

Schedule of Accumulated Benefit Obligations in Excess of Fair Value of Plan Assets [Table Text Block]

The following table presents information about the projected benefit obligation, accumulated benefit obligation ("ABO") and plan assets of the Company's pension plans (in millions):
		Dec. 31, 2012						Dec. 31, 2011
		U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Plans with ABO in excess of fair value
	of plan assets:
Projected benefit obligation		$	1,187	$	511	$	1,698	$	1,105	$	500	$	1,605
Accumulated benefit obligation		$	1,187	$	487	$	1,674	$	1,105	$	442	$	1,547
Fair value of plan assets		$	856	$	365	$	1,221	$	812	$	354	$	1,166
Plans with fair value of assets in
	excess of ABO:
Projected benefit obligation		$	-	$	43	$	43	$	-	$	3	$	3
Accumulated benefit obligation		$	-	$	33	$	33	$	-	$	3	$	3
Fair value of plan assets		$	-	$	39	$	39	$	-	$	6	$	6
Total projected benefit obligation		$	1,187	$	554	$	1,741	$	1,105	$	503	$	1,608
Total accumulated benefit obligation		$	1,187	$	520	$	1,707	$	1,105	$	445	$	1,550
Total plan assets		$	856	$	404	$	1,260	$	812	$	360	$	1,172

Schedule of Assumptions Used to Determine Benefit Obligations [Table Text Block]

Weighted-Average Assumptions Used to Determine Benefit Obligation
The following table presents weighted average assumptions used to determine benefit obligations at the measurement dates noted:
		Dec. 31,
		2012	2011
United States Plans
	Discount rate	3.80%	4.60%
	Expected return on plan assets	7.50%	7.25%
Non-United States Plans
	Discount rate	4.10%	4.65%
	Expected return on plan assets	6.13%	7.23%
	Rate of compensation increase	3.50%	3.75%

Schedule of Net Benefit Costs [Table Text Block]

Components of Net Periodic Pension Cost
The following table presents the components of net periodic pension cost for the periods noted (in millions):
	Twelve Months Ended
	Dec. 31,
	2012		2011		2010
Service cost	$	15	$	14	$	14
Interest cost		72		78		78
Expected return on plan assets		(86)		(91)		(87)
Amortization of actuarial loss		29		15		3
Curtailment/settlement gain		-		-		(1)
Net periodic benefit cost	$	30	$	16	$	7

Schedule of Assumptions Used to Determine Net Benefit Cost [Table Text Block]

Weighted-Average Assumptions Used to Determine Net Periodic Pension Cost
The following table presents weighted-average assumptions used to determine net periodic pension costs for the periods noted:
		Twelve Months Ended
		Dec. 31,
		2012	2011	2010
United States Plans
	Discount rate	4.60%	5.30%	5.80%
	Expected return on plan assets	7.25%	7.75%	8.00%
	Rate of compensation increase	N/A (a)	N/A (a)	N/A (a)
Non-United States Plans
	Discount rate	4.65%	5.21%	5.41%
	Expected return on plan assets	7.23%	7.25%	7.25%
	Rate of compensation increase	3.75%	3.86%	3.92%
(a) Not applicable due to changes in plan made on August 1, 2009 that were effective beginning January 1, 2010.

Schedule of Expected Benefit Payments [Table Text Block]

Estimated Future Benefit Payments
The following table shows estimated future benefit payments from the Company's pension plans (in millions):
Year	Estimated Benefit Payments
2013	$	102
2014	$	101
2015	$	104
2016	$	105
2017	$	104
2018-2022	$	515

United States Pension Plans Of US Entity Defined Benefit Member

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Allocation of Plan Assets [Table Text Block]

Plan Assets
The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall under United States pension plan assets at December 31, 2012 and 2011 (in millions):
		2012						2011
Asset Category		Level 1		Level 2		Total		Level 1		Level 2		Total
Equity
	Domestic actively managed	$	129	$	-	$	129	$	113	$	-	$	113
	Domestic passive index		-		55		55		-		49		49
	International actively managed		122		-		122		101		-		101
	International passive index		-		27		27		-		16		16
Fixed income and cash equivalents
	Cash and cash equivalents		1		-		1		15		-		15
	Short-term debt		-		24		24		-		3		3
	Corporate bonds		-		274		274		-		292		292
	Government debt		-		94		94		-		101		101
Real estate investment trusts			27		-		27		23		-		23
Absolute return strategies			-		76		76		-		68		68
Real assets			-		27		27		-		31		31
Total United States plan assets		$	279	$	577	$	856	$	252	$	560	$	812

Foreign Pension Plans Defined Benefit Member

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Allocation of Plan Assets [Table Text Block]

The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall under non-United States pension plan assets at December 31, 2012 and 2011 (in millions):
		2012						2011
Asset Category		Level 1		Level 2		Total		Level 1		Level 2		Total
Equity
	Domestic actively managed	$	29	$	-	$	29	$	32	$	-	$	32
	Domestic passive index		-		-		-		-		98		98
	International actively managed		55		-		55		46		-		46
	International passive index		-		32		32		-		18		18
Fixed income and cash equivalents
	Cash and cash equivalents		1		-		1		-		-		-
	Corporate bonds		-		185		185		-		166		166
Absolute return strategies			-		102		102		-		-		-
Total non-United States plan assets		$	85	$	319	$	404	$	78	$	282	$	360
The above asset allocations are in compliance with the non-United States pension plan's current investment policy.

Other Postretirement Benefits Other Than Pensions [Member]

Defined Benefit Plans and Other Postretirement Benefit Plans Table Text Block [Line Items]

Schedule of Changes in Projected Benefit Obligations [Table Text Block]

The following table provides a reconciliation of the change in the projected benefit obligation and the net amount recognized in the Consolidated Balance Sheets for the years ended December 31, 2012 and 2011 (in millions):
	Dec. 31, 2012						Dec. 31, 2011
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Change in Projected Benefit Obligation
Benefit obligation at beginning of period	$	244	$	20	$	264	$	279	$	21	$	300
Service cost		3		-		3		3		-		3
Interest cost		10		1		11		13		1		14
Actuarial loss (gain)		17		-		17		(4)		2		(2)
Currency loss (gain)		-		1		1		-		(1)		(1)
Plan amendments		(3)		-		(3)		(30)		-		(30)
Benefits paid		(19)		(1)		(20)		(17)		(1)		(18)
Curtailment gain		-		-		-		-		(2)		(2)
Benefit obligation at end of period	$	252	$	21	$	273	$	244	$	20	$	264
Funded status	$	(252)	$	(21)	$	(273)	$	(244)	$	(20)	$	(264)

Schedule of Amounts Recognized in Balance Sheet [Table Text Block]

Amounts Recognized in the Consolidated
	Balance Sheets
Accrued benefit obligation - current		$	(20)	$	(1)	$	(21)	$	(24)	$	(1)	$	(25)
Accrued benefit obligation - non-current			(232)		(20)		(252)		(220)		(19)		(239)
Net amount recognized		$	(252)	$	(21)	$	(273)	$	(244)	$	(20)	$	(264)

Schedule of Amounts Recognized in Other Comprehensive Income (Loss) [Table Text Block]

Amounts Recorded in Accumulated OCI
Net actuarial gain	$	4	$	5	$	9	$	24	$	5	$	29
Net prior service credit		28		-		28		30		-		30
Net amount recognized	$	32	$	5	$	37	$	54	$	5	$	59

Schedule of Assumptions Used to Determine Benefit Obligations [Table Text Block]

Weighted-Average Assumptions Used to Determine Benefit Obligations
The following table presents the discount rates used to determine the benefit obligations:
	Dec. 31,
	2012		2011
United States plans		3.50%		4.35%
Non-United States plans		3.80%		4.10%

Schedule of Net Benefit Costs [Table Text Block]

Components of Net Periodic Postretirement Benefit Cost
The following table presents the components of net periodic postretirement benefit cost (in millions):
	Twelve Months Ended
	Dec. 31,
	2012		2011		2010
Service cost	$	3	$	3	$	3
Interest cost		11		14		15
Amortization of prior service cost		(4)		-		-
Amortization of actuarial gain		(3)		(1)		-
Curtailment gain		(1)		(2)		-
Net periodic postretirement benefit cost	$	6	$	14	$	18

Schedule of Assumptions Used to Determine Net Benefit Cost [Table Text Block]

Weighted-Average Assumptions Used to Determine Net Periodic Postretirement Benefit Cost
The following table presents the discount rates used to determine net periodic postretirement benefit cost:
	Twelve Months Ended
	Dec. 31,
	2012		2011		2010
United States plans		4.35%		5.05%		5.60%
Non-United States plans		4.10%		4.80%		5.15%

Schedule of Health Care Cost Trend Rates [Table Text Block]

The following table presents health care cost trend rates used to determine net periodic postretirement benefit cost, as well as information regarding the ultimate rate and the year in which their ultimate rate is reached:
		Twelve Months Ended
		Dec. 31,
		2012		2011		2010
United States plans
	Initial rate at end of year		7.00%		7.00%		7.00%
	Ultimate rate		5.00%		5.00%		5.00%
	Year in which ultimate rate is reached		2022		2021		2020
Non-United States plans
	Initial rate at end of year		6.50%		6.80%		7.00%
	Ultimate rate		4.80%		4.80%		4.80%
	Year in which ultimate rate is reached		2019		2019		2019

Schedule of Expected Benefit Payments [Table Text Block]

Estimated Future Benefit Payments
The following table shows estimated future benefit payments from the Company's postretirement benefit plans (in millions):
Year	Estimated Benefit Payments
2013	$	22
2014	$	22
2015	$	22
2016	$	21
2017	$	21
2018-2022	$	95

Schedule of Effect of One-Percentage-Point Change in Assumed Health Care Cost Trend Rates [Table Text Block]

The health care cost trend rate assumption can have a significant effect on the amounts reported. To illustrate, a one-percentage point change in the December 31, 2012 assumed health care cost trend rate would have the following effects (in millions):
		1-Percentage Point
		Increase		Decrease
Increase (decrease) in total service cost and interest cost components of net
	periodic postretirement benefit cost	$	1	$	(1)
Increase (decrease) of accumulated postretirement benefit obligation		$	10	$	(9)

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SEGMENT INFORMATION

12 Months Ended

Dec. 31, 2012

Segment Reporting [Abstract]

SEGMENT INFORMATION

2.SEGMENT INFORMATION

The Company has two reportable segments:Composites and Building Materials. Accounting policies for the segments are the same as those for the Company.The Company's two reportable segments are defined as follows:

Composites – comprised of our Reinforcements and Downstream businesses. Within the Reinforcements business, the Company manufactures, fabricates and sells glass reinforcements in the form of fiber. Within the Downstream business, the Company manufactures and sells glass fiber products in the form of fabrics, mat, veil and other specialized products.

Building Materials – comprised of our Insulation and Roofing businesses. Within the Insulation business, the Company manufactures and sells fiberglass insulation into residential, commercial, industrial and other markets for both thermal and acoustical applications. It also manufactures and sells glass fiber pipe insulation, energy efficient flexible duct media and foam insulation used in above- and below-grade construction applications. Within the Roofing business, the Company manufactures and sells residential roofing shingles and oxidized asphalt materials used in residential and commercial construction and specialty applications.

NET SALES

The following table summarizes our net sales by segment and geographic region (in millions). External customer sales are attributed to geographic region based upon the location from which the product is shipped to the external customer.

		Twelve Months Ended
		Dec. 31,
			2012		2011		2010
Reportable Segments
Composites		$	1,859	$	1,976	$	1,906
Building Materials			3,482		3,537		3,243
	Total reportable segments		5,341		5,513		5,149
Corporate eliminations			(169)		(178)		(152)
NET SALES		$	5,172	$	5,335	$	4,997
External Customer Sales by Geographic Region
United States		$	3,504	$	3,552	$	3,231
Europe			558		619		573
Asia Pacific			639		674		678
Canada and other			471		490		515
NET SALES		$	5,172	$	5,335	$	4,997
Sales by Product Group
Composites		$	1,859	$	1,976	$	1,906
Insulation			1,468		1,368		1,309
Roofing			2,014		2,169		1,847
Other			-		-		87
Corporate Eliminations			(169)		(178)		(152)
NET SALES		$	5,172	$	5,335	$	4,997

Earnings Before Interest and Taxes

Earnings before interest and taxes (“EBIT”) by segment consists of net sales less related costs and expenses and are presented on a basis that is used internally for evaluating segment performance. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBIT for our reportable segments and are included in the Corporate, Other and Eliminations category.

The following table summarizes EBIT by segment (in millions):
		Twelve Months Ended
		Dec. 31,
		2012		2011		2010
Reportable Segments
Composites		$	91	$	201	$	175
Building Materials			293		332		281
	Total reportable segments	$	384	$	533	$	456
Corporate, Other and Eliminations
Net precious metal lease expense		$	-	$	-	$	(2)
Charges related to cost reduction actions and related items (a)			(136)		(17)		(40)
Acquisition integration and transaction costs			-		-		(13)
Gains (losses) on sales of assets and related charges (b)			-		16		(120)
Losses related to Hurricane Sandy			(9)		-		-
General corporate expense			(91)		(71)		(75)
EBIT		$	148	$	461	$	206

(a)       For 2012, 2011, and 2010, includes $51 million, $0 million, and $29 million of charges related to cost reduction actions and $85 million, $17 million, and $11 million of other related items.

(b)The gains (losses) on sales of assets and related charges for 2011 includes $16 million gain on sale of Capivari, Brazil facility and for 2010 includes $114 million charge related to the sale of Masonry Products and $10 million of asset impairments.

TOTAL ASSETS AND PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHIC REGION
The following table summarizes total assets by segment and property, plant and equipment by geographic region (in millions):
			Dec. 31,
TOTAL ASSETS			2012		2011
Reportable Segments
Composites		$	2,414	$	2,471
Building Materials			3,896		3,878
	Total reportable segments	$	6,310	$	6,349
Reconciliation to consolidated total assets
Cash and cash equivalents		$	55	$	52
Deferred income taxes			604		538
Investments in affiliates			51		55
Corporate property, plant and equipment and other assets			548		533
CONSOLIDATED TOTAL ASSETS		$	7,568	$	7,527
PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHIC REGION
United States		$	1,460	$	1,487
Europe			576		613
Canada			226		216
Asia Pacific			272		265
Other			369		323
TOTAL PROPERTY, PLANT AND EQUIPMENT		$	2,903	$	2,904

PROVISION FOR DEPRECIATION AND AMORTIZATION
The following table summarizes the provision for depreciation and amortization by segment (in millions):
		Twelve Months Ended
		Dec. 31,
			2012		2011		2010
Reportable Segments
Composites		$	123	$	128	$	117
Building Materials			143		157		168
	Total reportable segments	$	266	$	285	$	285
General corporate depreciation and amortization (a)		$	83	$	33	$	35
CONSOLIDATED PROVISION FOR DEPRECIATION
	AND AMORTIZATION	$	349	$	318	$	320
(a) 2012 includes $55 million of accelerated depreciation related to cost reduction actions

ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT
The following table summarizes additions to property, plant and equipment by segment (in millions):
		Twelve Months Ended
		Dec. 31,
			2012		2011		2010
Reportable Segments
Composites		$	167	$	256	$	152
Building Materials			127		151		138
	Total reportable segments	$	294	$	407	$	290
General corporate additions			38		35		24
CONSOLIDATED ADDITIONS TO PROPERTY, PLANT AND
	EQUIPMENT	$	332	$	442	$	314

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GOODWILL AND OTHER INTANGIBLE ASSETS (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 Years	Dec. 31, 2011 Years
Intangible Assets [Line Items]
Finite Lived Intangible Assets Gross	$ 1,181	$ 1,187
Finite Lived Intangible Assets Accumulated Amortization	(136)	(114)
Intangible assets	1,045	1,073
Goodwill balance	1,143	1,144
Finite Lived Intangible Assets Future Amortization Expense	21
Customer Relationships [Member]
Intangible Assets [Line Items]
Finite Lived Intangible Assets Average Useful Life	19	19
Finite Lived Intangible Assets Gross	169	170
Finite Lived Intangible Assets Accumulated Amortization	(58)	(48)
Finite-Lived Intangible Assets, Net, Total	111	122
Technology [Member]
Intangible Assets [Line Items]
Finite Lived Intangible Assets Average Useful Life	20	20
Finite Lived Intangible Assets Gross	198	204
Finite Lived Intangible Assets Accumulated Amortization	(64)	(54)
Finite-Lived Intangible Assets, Net, Total	134	150
Franchise and Other Agreements [Member]
Intangible Assets [Line Items]
Finite Lived Intangible Assets Average Useful Life	15	15
Finite Lived Intangible Assets Gross	37	36
Finite Lived Intangible Assets Accumulated Amortization	(14)	(12)
Finite-Lived Intangible Assets, Net, Total	23	24
Trademarks [Member]
Intangible Assets [Line Items]
Indefinite Lived Intangible Assets Excluding Goodwill	$ 777	$ 777

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES (TABLE)

12 Months Ended

Dec. 31, 2012

Accounts Payable and Accrued Liabilities, Current [Abstract]

Schedule of Accounts Payable and Accrued Liabilities [Table Text Block]

##NAPAL. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of the following (in millions):
		Dec. 31,
		2012		2011
Accounts payable		$	498	$	488
Payroll and vacation pay			115		130
Payroll, property, and other taxes			98		104
Other employee benefits liabilities			40		43
Warranties (current portion)			20		17
Legal and audit fees			11		10
Accrued interest			11		8
Charges related to cost reduction actions			45		2
Other			59		74
	Total	$	897	$	876

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FAIR VALUE MEASUREMENT

12 Months Ended

Dec. 31, 2012

Fair Value Disclosures [Abstract]

Fair Value Disclosures [Text Block]

23.       FAIR VALUE MEASUREMENT

Items Measured at Fair Value

The Company classifies and discloses assets and liabilities carried at fair value in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall, for assets and liabilities measured on a recurring basis as of December 31, 2012 (in millions):
		Total Measured at Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	1	$	1	$	-	$	-
Term deposits		1		1
Derivative assets		1		-		1		-
Total assets	$	3	$	2	$	1	$	-
Liabilities:
Derivative liabilities	$	(4)	$	-	$	(4)	$	-
Total liabilities	$	(4)	$	-	$	(4)	$	-
The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall, for assets and liabilities measured on a recurring basis as of December 31, 2011 (in millions):
		Total Measured at Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash equivalents	$	11	$	11	$	-	$	-
Derivative assets		3		-		3		-
Total assets	$	14	$	11	$	3	$	-
Liabilities:
Derivative liabilities	$	(6)	$	-	$	(6)	$	-
Total liabilities	$	(6)	$	-	$	(6)	$	-

Cash equivalents, by their nature, utilize Level 1 inputs in determining fair value. The Company measures the value of its natural gas hedge contracts and foreign currency forward contracts using Level 2 inputs. The fair value of the Company's natural gas hedges is determined by a mark to market valuation based on forward curves using observable market prices and the fair value of its foreign currency forward contracts is determined using observable market transactions in over-the-counter markets.

Items Disclosed at Fair Value

Long-term notes receivable

The fair value has been calculated using the expected future cash flows discounted at market interest rates. The Company believes that the carrying amounts reasonably approximate the fair values of long-term notes receivable. Long-term notes receivable were $53 million as of December 31, 2012 and are included in other non-current assets on the Consolidated Balance Sheets.

Long-term debt

The fair value of the Company's long-term debt has been calculated based on quoted market prices for the same or similar issues, or on the current rates offered to the Company for debt of the same remaining maturities.

As of December 31, 2012, the Company's 6.50% senior notes due 2016 were trading at approximately 112% of par value, the 7.00% senior notes due 2036were trading at approximately 109% of par value,the 9.00% senior notes due 2019 were trading at approximately 127% of par valueand the 4.20% senior notes due 2022 were trading at approximately 102% of par value.

At December 31, 2012, the Company determined that the book value of the remaining long-term debt instruments approximates market value. This approach, using level 1 inputs and utilizingindicative market rates for a new debt issuance, approximated the fair value of the remaining long-term debt at $268 million.

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EARNINGS (LOSS) PER SHARE

12 Months Ended

Dec. 31, 2012

Earnings Per Share Abstract

EARNINGS (LOSS) PER SHARE

22. EARNINGS PER SHARE
The following table summarizes the number of shares outstanding as well as our basic and diluted earnings per share for the years ended December 31, 2012, 2011 and 2010 (in millions, except per share amounts):
			Twelve Months Ended
			Dec. 31,
		2012		2011		2010
Net earnings (loss) attributable to Owens Corning		$	(19)	$	276	$	933
Weighted-average number of shares outstanding used for
	basic earnings per share		119.4		122.5		125.6
Non-vested restricted and performance shares			-		0.7		0.8
Options to purchase common stock			-		0.3		0.2
Weighted-average number of shares outstanding and common
	equivalent shares used for diluted earnings per share		119.4		123.5		126.6
Earnings (loss) per common share attributable to Owens Corning common
	stockholders:
	Basic	$	(0.16)	$	2.25	$	7.43
	Diluted	$	(0.16)	$	2.23	$	7.37

Basic earnings (loss)per share is calculated by dividing earnings (loss)attributable to Owens Corningby the weighted-average number of shares of the Company's common stock outstanding during the period. Outstanding shares consist of issued shares less treasury stock.

On April 19, 2012, the Company approved a new share buy-back program under which the Company is authorized to repurchase up to 10 million shares of the Company's outstanding common stock (the “2012 Repurchase Program”). The 2012 Repurchase Program is in addition to the share buy-back program announced August 4, 2010, (the “2010 Repurchase Program” and collectively with the 2012 Repurchase Program, the “Repurchase Programs”). The Repurchase Programs authorize the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company's discretion. During the year ended December 31, 2012, 3.7 million shares were repurchased under the Repurchase Programs. As of December 31, 2012, 10 million shares remain available for repurchase under the Repurchase Programs.

For the year ended December 31, 2012, the number of shares used in the calculation of diluted earnings (loss)per share did not include 0.2 million performance shares, 0.5 million non-vested restricted shares, 0.6 million options to purchase common stock, 17.5 million common equivalent shares from Series A Warrants or 7.8 million common equivalent shares from Series B Warrants due to their anti-dilutive effect.

For the year ended December 31, 2011, the number of shares used in the calculation of diluted earnings (loss)per share did not include0.8 million options to purchase common stock, 17.5million common equivalent shares from Series A Warrants or 7.8million common equivalent shares from Series B Warrants due to their anti-dilutive effect.

For the year ended December 31, 2010, the number of shares used in the calculation of diluted earnings (loss)per share did not include0.2 million performance shares, 2.4 million options to purchase common stock, 17.5 million common equivalent shares from Series A Warrants or 7.8 million common equivalent shares from Series B Warrants due to their anti-dilutive effect.

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GENERAL (DETAIL) (USD $) In Millions, unless otherwise specified	3 Months Ended				12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011
Prior Period Adjustment Abstract
Prior Period Adjustment, Revenue, Pre Tax			$ 1		$ 4
Prior Period Adjustment, Revenue, After Tax			1		4
Prior Period Adjustment, Expense, Pre Tax	3	7		4
Prior Period Adjustment, Expense, After Tax	$ 2	$ 3		$ 3

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WARRANTIES (TABLE)

12 Months Ended

Dec. 31, 2012

Warranties [Abstract]

Schedule of Product Warranty Liability [Table Text Block]

The Company records a liability for warranty obligations at the date the related products are sold. Adjustments are made as new information becomes available. A reconciliation of the warranty liability is as follows (in millions):
	Dec. 31,
		2012		2011
Beginning balance		$	38	$	38
	Amounts accrued for current year		24		19
	Settlements of warranty claims		(21)		(19)
Ending balance		$	41	$	38

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INCOME TAXES

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

INCOME TAXES

##NINC. INCOME TAXES
			Twelve Months Ended
			Dec. 31,
			2012		2011		2010
Earnings before taxes:
United States			$	31	$	202	$	2
Foreign				(71)		151		94
	Total		$	(40)	$	353	$	96
Income tax expense (benefit):
Current
	United States		$	1	$	(14)	$	49
	State and local			(2)		2		-
	Foreign			20		28		27
		Total current		19		16		76
Deferred
	United States			(22)		61		(881)
	State and local			2		7		(55)
	Foreign			(27)		(10)		20
		Total deferred		(47)		58		(916)
Total income tax expense (benefit)			$	(28)	$	74	$	(840)

The reconciliation between the United States federal statutory rate and the Company's effective income tax rate from continuing operations is:
	Twelve Months Ended
	Dec. 31,
	2012		2011		2010
United States federal statutory rate	(35)	%	35	%	35	%
State and local income taxes, net of federal tax benefit	(5)		2		2
Foreign tax rate differential	(60)		(10)		(30)
US tax expense/benefit on foreign earnings/loss	(62)		(1)		(2)
Valuation allowance	127		2		(944)
Uncertain tax positions and settlements	(2)		(3)		53
Goodwill	-		-		11
Other, net	(33)		(4)		-
Effective tax rate	(70)	%	21	%	(875)	%

As of December 31, 2012, the Company has not recorded a deferred tax liability of approximately $235 million for withholding or United States federal income taxes on approximately $1.210 billion of accumulated undistributed earnings of its foreign subsidiaries and affiliates as they are considered by management to be permanently reinvested.

At December 31, 2012, the Company had federal, state and foreign net operating loss carryforwards of $2.3 billion, $3.3billion and $807 million, respectively. If not utilized, the federal and state net operating loss carryforwards will expire through 2032 while the foreign net operating loss carryforwards will begin to expire in 2013, with the majority having no expiration date. Certain of these loss carryforwards are subject to limitation as a result of the changes of control that resulted from the Company's emergence from bankruptcy in 2006 and the acquisition of certain foreign entities in 2007. However, the Company believes that these limitations on its loss carryforwards will not result in a forfeiture of any of the carryforwards.

The cumulative temporary differences giving rise to the deferred tax assets and liabilities at December 31, 2012 and 2011 are as follows (in millions):
		2012				2011
		Deferred Tax Assets		Deferred Tax Liabilities		Deferred Tax Assets		Deferred Tax Liabilities
Other employee benefits		$	160	$	-	$	166	$	-
Pension plans			161		-		136		-
Operating loss carryforwards			1,080		-		1,040		-
Depreciation			-		332		-		376
Amortization			-		373		-		380
State and local taxes			5		-		4		-
Other			173		-		155		-
	Subtotal		1,579		705		1,501		756
Valuation allowances			(228)		-		(187)		-
Total deferred taxes		$	1,351	$	705	$	1,314	$	756
The Company had current deferred tax assets of $80million and $71 million which are included in other current assets in the
Consolidated Balance Sheets as of December 31, 2012 and 2011, respectively.

Deferred income taxes are provided for temporary differences between amounts of assets and liabilities for financial reporting purposes and the basis of such assets and liabilities as measured under enacted tax laws and regulations, as well as NOLs, tax credit and other carryforwards. A valuation allowance will be recorded to reduce deferred tax assets if, based on all available evidence, it is considered more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods.

The valuation allowance of $228 million and $187 million as of December 31, 2012 and 2011, respectively, related to tax assets for certain state and foreign jurisdictions.

The Company, or one of its subsidiaries, files income tax returns in the United States and other foreign jurisdictions. The Company is no longer subject to U.S. federal tax examinations for years before 2008 or state and foreign examinations for years before 2001. Due to the potential for resolution of federal, state and foreign examinations, and the expiration of various statutes of limitation, it is reasonably possible that the gross unrecognized tax benefits balance may change within the next 12 months by a range of zero to $65 million.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):
		Twelve Months Ended
		Dec. 31,
		2012		2011		2010
Balance at beginning of period		$	170	$	210	$	167
Tax positions related to the current year
	Gross additions		12		8		64
	Gross reductions		-		-		(18)
Tax positions related to prior years
	Gross additions		7		6		88
	Gross reductions		(14)		(46)		(64)
Settlements			(13)		(7)		(24)
Lapses on statutes of limitations			(1)		(1)		(3)
Balance at end of period		$	161	$	170	$	210

The Company classifies all interest and penalties as income tax expense. As of December 31, 2012, 2011 and 2010, the Company recognized $10 million, $13 million and $20 million respectively, in liabilities for tax related interest and penalties on its Consolidated Balance Sheets and $(3) million, $(15) million and $0 million, respectively, of interest and penalty expense on its Consolidated Statements of Earnings (Loss). If these unrecognized tax benefits were to be recognized as of December 31, 2012, the Company's income tax expense would decrease by about $133million.

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ACCOUNTING PRONOUNCEMENTS

12 Months Ended

Dec. 31, 2012

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Accounting Pronouncements [Text Block]

25.ACCOUNTING PRONOUNCEMENTS

In July 2012, the Financial Accounting Standards Board issued updated guidance on the periodic testing of indefinite-lived intangible assets for impairment. The updated guidance gives companies the option to perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount and, thus, whether further impairment testing is necessary. The updated accounting guidance is effective for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company believes there will be no impact on its Consolidated Financial Statements.

In June 2011, the Financial Accounting Standards Board issued authoritative guidance on the presentation of comprehensive income requiring companies to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. This guidance eliminates the option to present components of other comprehensive income as part of the Consolidated Statements of Stockholders' Equity. There are no changes to the components that are recognized in net income or other comprehensive income under current accounting guidance. The amendments in this update are to be applied retrospectively and are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The Company elected to present the new requirements in two separate but consecutive statements.

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

12 Months Ended

Dec. 31, 2012

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Description of Business

Owens Corning, a Delaware corporation, is a leading global producer of glass fiber reinforcements and other materials for composite systems and of residential and commercial building materials. The Company operates within two segments: Composites, which includes the Company's Reinforcements and Downstream businesses; and Building Materials, which includes the Company's Insulation, Roofing, and Other businesses. Through these lines of business, Owens Corning manufactures and sells products worldwide. The Company maintains leading market positions in all of its major product categories.

Basis of Presentation

Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning and its subsidiaries.

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States.

Principles of Consolidation

The Consolidated Financial Statements of the Company include the accounts of majority-owned subsidiaries. Intercompany accounts and transactions are eliminated.

Reclassifications

Certain reclassifications have been made to the 2011 and 2010 Consolidated Financial Statements and Notes to the Consolidated Financial Statements to conform to the classifications used in 2012.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Revenue Recognition

Revenue is recognized when title and risk of loss pass to the customer. Provisions for discounts and rebates to customers, returns, warranties and other adjustments are provided in the same period that the related sales are recorded and are based on historical experience, current conditions and contractual obligations, as applicable.

Cost of Sales

Cost of sales includes material, labor, energy and manufacturing overhead costs, including depreciation and amortization expense associated with the manufacture and distribution of the Company's products. Distribution costs include inbound freight costs; purchasing and receiving costs; inspection costs; warehousing costs; shipping and handling costs, which include costs incurred relating to preparing, packaging, and shipping products to customers; and other costs of the Company's distribution network. All shipping and handling costs billed to the customer are included as net sales in the Consolidated Statements of Earnings (Loss).

Marketing and Administrative Expenses

Marketing and administrative expenses include selling and administrative costs, including depreciation and amortization expense, not directly associated with the manufacture and distribution of the Company's products.

Included in marketing and administrative expenses are marketing and advertising costs, which are expensed the first time the advertisement takes place. Marketing and advertising costs include advertising, substantiated customer incentive programs, and marketing communications. Marketing and advertising expenses for the years endedDecember 31, 2012, 2011, and 2010 were $109 million, $105million and $111 million, respectively.

Science and Technology Expenses

The Company incurs certain expenses related to science and technology. These expenses include salaries, building and equipment costs, utilities, administrative expenses, materials and supplies associated with the improvement and development of the Company'sproducts and manufacturing processes. These costs are expensed as incurred.

Earnings (Loss) per Share

Basic earnings (loss)per share are computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss)per share reflect the dilutive effect of common equivalent shares and increased shares that would result from the conversion of equity securities. The effects of anti-dilution are not presented.

Cash and Cash Equivalents

The Company defines cash and cash equivalents as cash and time deposits with original maturities of three months or less when purchased.

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is an estimate of the amount of probable credit losses in our existing accounts receivable. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered.

Inventory Valuation

Inventory costs include material, labor, and manufacturing overhead costs, including depreciation and amortization expense associated with the manufacture and distribution of the Company's products. Inventories are stated at lower of cost or market value. Cost is determined by the first-in, first-out (“FIFO”) method.

Investments in Affiliates

The Company accounts for investments in affiliates of 20% to 50% ownership when the Company does not have a controlling financial interest using the equity method under which the Company's share of earnings of the affiliate is reflected in earnings and dividends are credited against the investment in affiliate when declared.

Goodwill and Other Intangible Assets

Goodwill assets are not amortized but are tested for impairment on at least an annual basis. In the current year, the Company useda qualitative approach to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount.

As part of our goodwill qualitative testing process, we evaluate various factors to determine whether it is reasonably likely that management's assessment would indicate a material impact on the fair value of a reporting unit. Factors assessed in the qualitative approach are cash flow forecasts of our reporting units, the strength of our balance sheet, changes in strategic outlook or organizational structure, industry and market changes and macroeconomic indicators.If this assessment indicatesthe possibility of impairment, the income approach to test for goodwill impairment would be used unless circumstances indicate that a better estimate of fair value was available. This review is performed annually, or when circumstances would arise which indicate there may be impairment. When applying the income approach, the Company would perform a discounted cash flow analysis based on its expectations of future net earnings from each reporting unit. Significant assumptions used would include projected cash flows, discount rate, projected income tax rate and terminal business value. These inputs are considered Level 3 inputs under the fair value hierarchy as they are the Company's own data, and are unobservable in the marketplace. See Note 5 to the Consolidated Financial Statements for further discussion.

Other indefinite-lived intangible assets are not amortized but are tested for impairment on at least an annual basisor when determined to have a finite useful life. Substantially all of the indefinite-lived intangible assets are in trademarks and trade names. The Company uses the royalty relief approach to determine whether it is more likely than not that the fair value of these assets is less than its carrying amount. This review is performed annually, or when circumstances arise which indicate there may be impairment. When applying the royalty relief approach, the Company performs a discounted cash flow analysis based on the value derived from owning these trademarks and trade names and being relieved from paying royalty to third parties. Significant assumptions used include projected cash flows, discount rate, projected income tax rate and terminal business value. These inputs are considered Level 3 inputs under the fair value hierarchy as they are the Company's own data, and are unobservable in the marketplace.

Identifiable intangible assets with a determinable useful life are amortized over that determinable life. Amortization expense for the years ended December 31, 2012, 2011 and 2010was $21 million, $22 million and $21 million, respectively. See Note 5 to the Consolidated Financial Statements for further discussion.

Properties and Depreciation

Property, plant and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. Property, plant and equipment accounts are relieved of the cost and related accumulated depreciation when assets are disposed of or otherwise retired. Precious metals used in our production tooling are included in property, plant and equipment and are depleted as they are consumed during the production process. Depletion typically represents an annual expense of less than 3 percent of the outstanding value and is recorded in cost of sales on the Consolidated Statements of Earnings (Loss). For the years ended December 31, 2012, 2011 and 2010 depreciation expense was $328 million, $296 million and $299 million, respectively.

The range of useful lives for the major components of the Company's plant and equipment is as follows:

Buildings and leasehold improvements       15 – 40 years

Machinery and equipment       

Furnaces                      4 – 15 years

Information systems               5 – 10 years

Equipment              5 – 20 years

Expenditures for normal maintenance and repairs are expensed as incurred.

Asset Impairments

The Company exercises judgment in evaluating tangible and intangible long-lived assets for impairment. This requires significant assumptions including projected cash flows, projected income tax rate and terminal business value. These inputs are considered Level 3 inputs under the fair value hierarchy as they are the Company's own data, and are unobservable in the marketplace. Changes in management intentions, market conditions or operating performance could indicate that impairment charges might be necessary that would be material to the Company's Consolidated Financial Statements in any given period.

Income Taxes

The Company recognizes current tax liabilities and assets for the estimated taxes payable or refundable on the tax returns for the current year. Deferred tax balances reflect the impact of temporary differences between the carrying amount of assets and liabilities and their tax basis. Amounts are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. In addition, realization of certain deferred tax assets is dependent upon our ability to generate future taxable income. The Company records a valuation allowance to reduce its deferred tax assets to the amount that it believes is more likely than not to be realized. In addition, the Company estimates tax reserves to cover potential taxing authority claims for income taxes and interest attributable to audits of open tax years.

Taxes Collected from Customers and Remitted to Government Authorities and Taxes Paid to Vendors

Taxes are assessed by various governmental authorities at different rates on many different types of transactions.  The Company charges sales tax or Value Added Tax (“VAT”) on sales to customers where applicable, as well as capture and claim back all available VAT that has been paid on purchases.  VAT is recorded in separate payable or receivable accounts and does not affect revenue or cost of sales line items in the income statement.  VAT receivable is recorded as a percentage of qualifying purchases at the time the vendor invoice is processed.  VAT payable is recorded as a percentage of qualifying sales at the time an Owens Corning sale to a customer subject to VAT occurs.  Amounts are paid to the taxing authority according to the method and collection prescribed by local regulations.  Where applicable, VAT payable is netted against VAT receivable. The Company also pays sales tax to vendors who include a tax, required by government regulations, to the purchase price charged to the Company.

Pension and Other Postretirement Benefits

Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, extensive use is made of assumptions about investment returns, discount rates, inflation, mortality, turnover and medical costs.

Derivative Financial Instruments

The Company recognizes all derivative instruments as either assets or liabilities at fair value on the balance sheet. To the extent that a derivative is effective as a cash flow hedge, the change in fair value of the derivative is deferred in accumulated other comprehensive deficit (“OCI”). Any portion considered to be ineffective is reported in earnings immediately. To the extent that a derivative is effective as a fair value hedge, the change in the fair value of the derivative is offset by the change in the fair value of the item being hedged in theConsolidated Statements of Earnings (Loss). See Note 4 to the Consolidated Financial Statements for further discussion.

Foreign Currency

The functional currency of the Company's subsidiaries is generally the applicable local currency. Assets and liabilities of foreign subsidiaries are translated into United States dollars at the period-end rate of exchange, and their Statements of Earnings (Loss)and Statements of Cash Flows are converted on an ongoing basis at the monthly average rate. The resulting translation adjustment is included in accumulated OCI in the Consolidated Balance Sheets and Consolidated Statements of Stockholders' Equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the Consolidated Statements of Earnings (Loss) as incurred. The Company recorded a foreign currency transaction loss of $3 million, a gain of $5 million and aloss of $8 million during the yearsended December 31, 2012, 2011, and 2010, respectively.

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QUARTERLY FINANCIAL INFORMATION

12 Months Ended

Dec. 31, 2012

Selected Quarterly Financial Information [Abstract]

Quarterly Financial Information [Text Block]

##NQFI. QUARTERLY FINANCIAL INFORMATION (unaudited)
Select quarterly financial information is presented in the tables below for the quarterly periods of 2012 and 2011, respectively (in millions, except per share amounts):
		Quarter
2012		First		Second		Third		Fourth
Net sales		$	1,346	$	1,391	$	1,276	$	1,159
Cost of sales			1,160		1,152		1,074		989
Gross margin			186		239		202		170
Earnings (loss) before interest and taxes			(12)		85		59		16
Interest expense, net			28		28		29		29
Income tax expense (benefit)			5		17		(14)		(36)
Net earnings (loss) attributable to Owens Corning		$	(46)	$	39	$	44	$	(56)
BASIC EARNINGS (LOSS) PER COMMON SHARE
	ATTRIBUTABLE TO OWENS CORNING
	COMMON STOCKHOLDERS	$	(0.38)	$	0.32	$	0.37	$	(0.47)
DILUTED EARNINGS (LOSS) PER COMMON SHARE
	ATTRIBUTABLE TO OWENS CORNING
	COMMON STOCKHOLDERS	$	(0.38)	$	0.32	$	0.37	$	(0.47)
During the first, second, third, and fourth quarter 2012 the Company recorded additional pre-tax income (expense) of ($4) million ($3 million after tax expense), $1 million ($1 million after tax), ($7) million ($3 million after tax expense), and ($3) million ($2 million after tax expense) respectively; related to prior periods. The effect was not material to previously issued financial statements.

		Quarter
2011		First		Second		Third		Fourth
Net sales		$	1,238	$	1,451	$	1,450	$	1,196
Cost of sales			1,036		1,172		1,133		966
Gross margin			202		279		317		230
Earnings before interest and taxes			61		135		177		88
Interest expense, net			25		28		28		27
Income tax expense			11		29		23		11
Net earnings attributable to Owens Corning		$	24	$	78	$	124	$	50
BASIC EARNINGS PER COMMON SHARE
	ATTRIBUTABLE TO OWENS CORNING
	COMMON STOCKHOLDERS	$	0.19	$	0.63	$	1.02	$	0.41
DILUTED EARNINGS PER COMMON SHARE
	ATTRIBUTABLE TO OWENS CORNING
	COMMON STOCKHOLDERS	$	0.19	$	0.62	$	1.01	$	0.41
During the three months ended March 31, 2011, the Company recorded additional pre-tax income of $4 million ($4 million after tax) related to prior periods. The effect was not material to previously issued financial statements.

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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2010 Cash Flows From Operating Activities [Member]	Dec. 31, 2010 Pension Plan Liabilities [Member]	Dec. 31, 2012 Deferred Tax Assets [Member]
Prior Period Reclassification Adjustment	$ 105	$ 265	$ 101

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CHANGES IN NONCONTROLLING INTERESTS (TABLE)

12 Months Ended

Dec. 31, 2012

Noncontrolling Interest [Abstract]

Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Table Text Block]

The following table discloses the changes in noncontrolling interests on Owens Corning stockholders' equity and effects on net earnings attributable to Owens Corning (in millions):
		Twelve Months Ended
		Dec. 31,
		2012		2011		2010
Net earnings (loss) attributable to Owens Corning		$	(19)	$	276	$	933
Increase (decrease) in Owens Corning additional paid in capital for
	NEI purchase agreement		(16)		-		-
Increase (decrease) in Owens Corning additional paid in capital for
	OCIL shareholder amendment		-		-		3
Change from net earnings (loss) attributable to Owens Corning and
	change in noncontrolling interests	$	(35)	$	276	$	936

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INCOME TAXES (TABLE)

12 Months Ended

Dec. 31, 2012

Income Tax Disclosure [Abstract]

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

##NINC. INCOME TAXES
		Twelve Months Ended
		Dec. 31,
		2012		2011		2010
Earnings before taxes:
United States		$	31	$	202	$	2
Foreign			(71)		151		94
	Total	$	(40)	$	353	$	96

Schedule of Components of Income Tax Expense (Benefit), By Jurisdiction [Table Text Block]

Income tax expense (benefit):
Current
	United States		$	1	$	(14)	$	49
	State and local			(2)		2		-
	Foreign			20		28		27
		Total current		19		16		76
Deferred
	United States			(22)		61		(881)
	State and local			2		7		(55)
	Foreign			(27)		(10)		20
		Total deferred		(47)		58		(916)
Total income tax expense (benefit)			$	(28)	$	74	$	(840)

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

The reconciliation between the United States federal statutory rate and the Company's effective income tax rate from continuing operations is:
	Twelve Months Ended
	Dec. 31,
	2012		2011		2010
United States federal statutory rate	(35)	%	35	%	35	%
State and local income taxes, net of federal tax benefit	(5)		2		2
Foreign tax rate differential	(60)		(10)		(30)
US tax expense/benefit on foreign earnings/loss	(62)		(1)		(2)
Valuation allowance	127		2		(944)
Uncertain tax positions and settlements	(2)		(3)		53
Goodwill	-		-		11
Other, net	(33)		(4)		-
Effective tax rate	(70)	%	21	%	(875)	%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The cumulative temporary differences giving rise to the deferred tax assets and liabilities at December 31, 2012 and 2011 are as follows (in millions):
		2012				2011
		Deferred Tax Assets		Deferred Tax Liabilities		Deferred Tax Assets		Deferred Tax Liabilities
Other employee benefits		$	160	$	-	$	166	$	-
Pension plans			161		-		136		-
Operating loss carryforwards			1,080		-		1,040		-
Depreciation			-		332		-		376
Amortization			-		373		-		380
State and local taxes			5		-		4		-
Other			173		-		155		-
	Subtotal		1,579		705		1,501		756
Valuation allowances			(228)		-		(187)		-
Total deferred taxes		$	1,351	$	705	$	1,314	$	756
The Company had current deferred tax assets of $80million and $71 million which are included in other current assets in the
Consolidated Balance Sheets as of December 31, 2012 and 2011, respectively.

Summary of Income Tax Contingencies [Table Text Block]

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows (in millions):
		Twelve Months Ended
		Dec. 31,
		2012		2011		2010
Balance at beginning of period		$	170	$	210	$	167
Tax positions related to the current year
	Gross additions		12		8		64
	Gross reductions		-		-		(18)
Tax positions related to prior years
	Gross additions		7		6		88
	Gross reductions		(14)		(46)		(64)
Settlements			(13)		(7)		(24)
Lapses on statutes of limitations			(1)		(1)		(3)
Balance at end of period		$	161	$	170	$	210

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COST REDUCTION ACTIONS (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2012 Cost Reduction Actions 2012 [Member]	Dec. 31, 2012 Cost Reduction Actions 2012 [Member] Composites [Member]	Dec. 31, 2012 Cost Reduction Actions 2012 [Member] Composites [Member] Europe [Member]	Dec. 31, 2012 Cost Reduction Actions 2012 [Member] Composites [Member] Other Geographical [Member]	Dec. 31, 2012 Cost Reduction Actions 2012 [Member] Building Materials [Member]	Dec. 31, 2010 Cost Reduction Actions 2010 [Member]	Dec. 31, 2012 Employee Severance Member	Dec. 31, 2012 Employee Severance Member Cost Reduction Actions 2012 [Member] Composites [Member]
Restructuring Cost and Reserve [Line Items]
Severance Costs		$ 51	$ 49			$ 2	$ 29
Accelerated Depreciation		55	55				11
Other costs related to restructuring		30	27			3
Restructuring and Related Cost, Incurred Cost		136	131	120	11	5	40
Effect on Future Earnings, Amount			15						2
Restructuring Reserve Roll Forward
Restructuring Reserve, Beginning Balance								0
Restructuring Reserve Period Expense								51
Restructuring Reserve Settled With Cash								(6)
Restructuring Reserve, Ending Balance								45
Restructuring And Related Cost Cost Incurred To Date	$ 51

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CONSOLIDATED STATEMENTS OF EARNINGS (USD $) In Millions, except Per Share data, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
CONSOLIDATED STATEMENTS OF EARNINGS
NET SALES	$ 5,172	$ 5,335	$ 4,997
COST OF SALES	4,375	4,307	4,041
Gross margin	797	1,028	956
OPERATING EXPENSES
Marketing and administrative expenses	509	525	516
Science and technology expenses	79	77	76
Charges related to cost reduction actions	51	0	29
Employee emergence equity program expense	0	0	0
Other expenses, net	10	(35)	129
Total operating expenses	649	567	750
Earnings before interest and taxes	148	461	206
Interest expense, net	114	108	110
Gains (Losses) on Extinguishment of Debt	(74)	0	0
EARNINGS BEFORE TAXES	(40)	353	96
Less: Income tax expense (benefit)	(28)	74	(840)
Equity in net earnings of affiliates	(4)	2	4
NET EARNINGS	(16)	281	940
Less: Net earnings attributable to noncontrolling interests	3	5	7
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$ (19)	$ 276	$ 933
Earnings Per Share Abstract
Basic	$ (0.16)	$ 2.25	$ 7.43
Diluted	$ (0.16)	$ 2.23	$ 7.37
Weighted Average Common Shares [Abstract]
Basic	119.4	122.5	125.6
Diluted	119.4	123.5	126.6

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COST REDUCTION ACTIONS (TABLE)

12 Months Ended

Dec. 31, 2012

Restructuring Cost and Reserve [Line Items]

Schedule Of Restructuring Reserve By Type Of Cost Text Block

The following table summarizes the status of the unpaid liabilities from the Company's 2012 cost reduction actions (in millions):
	Beginning Balance Dec. 31, 2011		Costs Incurred		Payments			Ending Balance Dec. 31, 2012	Cumulative Charges Incurred
Severance	$	-	$	51	$	6	$	45	$	51
Total	$	-	$	51	$	6	$	45	$	51

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CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) In Millions, except Share data, unless otherwise specified	Total	Common Stock Member	Treasury Stock Member	Additional Paid In Capital Member	Retained Earnings [Member]	Accumulated Other Comprehensive Income Member	Noncontrolling Interest Member
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Beginning Balance at Dec. 31, 2009	$ 2,853	$ 1	$ (104)	$ 3,847	$ (739)	$ (185)	$ 33
Increase (Decrease) in Stockholders' Equity [Roll Forward]
NET EARNINGS	940					933	7
Comprehensive deficit:
Currency translation adjustment	26					25	1
Pension and other postretirement adjustment (net of tax)	(36)					(36)
Deferred loss on hedging transactions (net of tax)	2					2
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests				3			(3)
Stock Issued During Period, Value, Stock Options Exercised	3			3
Treasury Stock, Value, Acquired, Cost Method	(125)		(125)
Stock Granted During Period, Value, Share-based Compensation, Net of Forfeitures	23			23
Shares, Outstanding		124,100,000	9,300,000
Options, Outstanding, Number, Options Exercised	(84,050)	100,000
Treasury Stock Shares Acquired		(4,300,000)	4,500,000
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures		500,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2010	3,686	1	(229)	3,876	194	(194)	38
Increase (Decrease) in Stockholders' Equity [Roll Forward]
NET EARNINGS	281				276		5
Comprehensive deficit:
Currency translation adjustment	(39)					(39)
Pension and other postretirement adjustment (net of tax)	(80)					(80)
Deferred loss on hedging transactions (net of tax)	(2)					(2)
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests	(3)						(3)
Stock Issued During Period, Value, Stock Options Exercised	10			10
Treasury Stock, Value, Acquired, Cost Method	(133)		(133)
Stock Granted During Period, Value, Share-based Compensation, Net of Forfeitures	21			21
Shares, Outstanding		120,900,000	13,500,000
Options, Outstanding, Number, Options Exercised	(374,738)	100,000
Treasury Stock Shares Acquired		(4,200,000)	4,200,000
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures		900,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2011	3,741	1	(362)	3,907	470	(315)	40
Increase (Decrease) in Stockholders' Equity [Roll Forward]
NET EARNINGS	(16)				(19)		3
Comprehensive deficit:
Currency translation adjustment	5					5
Pension and other postretirement adjustment (net of tax)	(56)					(56)
Deferred loss on hedging transactions (net of tax)	2					2
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests	(22)			(16)			(6)
Stock Issued During Period, Value, Stock Options Exercised	11			11
Treasury Stock, Value, Acquired, Cost Method	(113)
Stock Granted During Period, Value, Share-based Compensation, Net of Forfeitures	23			23
Shares, Outstanding		118,300,000	17,300,000
Options, Outstanding, Number, Options Exercised	(520,120)	500,000
Treasury Stock Shares Acquired		(3,800,000)	3,800,000
Stock Issued During Period, Shares, Share-based Compensation, Net of Forfeitures		700,000
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest, Ending Balance at Dec. 31, 2012	$ 3,575	$ 1	$ (475)	$ 3,925	$ 451	$ (364)	$ 37

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INVENTORIES (DETAIL) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Inventory Disclosure [Abstract]
Inventory Finished Goods	$ 554	$ 597
Inventory Raw Materials And Supplies	232	198
Inventory, Net, Total	$ 786	$ 795

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SEGMENT INFORMATION (TABLE)

12 Months Ended

Dec. 31, 2012

Segment Reporting [Abstract]

Reconciliation of Revenue from Segments to Consolidated [Table Text Block]

		Twelve Months Ended
		Dec. 31,
			2012		2011		2010
Reportable Segments
Composites		$	1,859	$	1,976	$	1,906
Building Materials			3,482		3,537		3,243
	Total reportable segments		5,341		5,513		5,149
Corporate eliminations			(169)		(178)		(152)
NET SALES		$	5,172	$	5,335	$	4,997

Schedule of Revenues by Geographical Areas [Table Text Block]

External Customer Sales by Geographic Region
United States	$	3,504	$	3,552	$	3,231
Europe		558		619		573
Asia Pacific		639		674		678
Canada and other		471		490		515
NET SALES	$	5,172	$	5,335	$	4,997

Reconciliation of Revenue from Product Groups to Consolidated [Table Text Block]

Sales by Product Group
Composites	$	1,859	$	1,976	$	1,906
Insulation		1,468		1,368		1,309
Roofing		2,014		2,169		1,847
Other		-		-		87
Corporate Eliminations		(169)		(178)		(152)
NET SALES	$	5,172	$	5,335	$	4,997

Schedule of Earnings before Interest and Taxes [Table Text Block]

The following table summarizes EBIT by segment (in millions):
		Twelve Months Ended
		Dec. 31,
		2012		2011		2010
Reportable Segments
Composites		$	91	$	201	$	175
Building Materials			293		332		281
	Total reportable segments	$	384	$	533	$	456
Corporate, Other and Eliminations
Net precious metal lease expense		$	-	$	-	$	(2)
Charges related to cost reduction actions and related items (a)			(136)		(17)		(40)
Acquisition integration and transaction costs			-		-		(13)
Gains (losses) on sales of assets and related charges (b)			-		16		(120)
Losses related to Hurricane Sandy			(9)		-		-
General corporate expense			(91)		(71)		(75)
EBIT		$	148	$	461	$	206

Reconciliation of Assets from Segment to Consolidated [Table Text Block]

TOTAL ASSETS AND PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHIC REGION
The following table summarizes total assets by segment and property, plant and equipment by geographic region (in millions):
			Dec. 31,
TOTAL ASSETS			2012		2011
Reportable Segments
Composites		$	2,414	$	2,471
Building Materials			3,896		3,878
	Total reportable segments	$	6,310	$	6,349
Reconciliation to consolidated total assets
Cash and cash equivalents		$	55	$	52
Deferred income taxes			604		538
Investments in affiliates			51		55
Corporate property, plant and equipment and other assets			548		533
CONSOLIDATED TOTAL ASSETS		$	7,568	$	7,527

Schedule of Property, Plant and Equipment by Geographical Areas [Table Text Block]

PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHIC REGION
United States	$	1,460	$	1,487
Europe		576		613
Canada		226		216
Asia Pacific		272		265
Other		369		323
TOTAL PROPERTY, PLANT AND EQUIPMENT	$	2,903	$	2,904

Schedule of Depreciation and Amortization by Segment [Table Text Block]

PROVISION FOR DEPRECIATION AND AMORTIZATION
The following table summarizes the provision for depreciation and amortization by segment (in millions):
		Twelve Months Ended
		Dec. 31,
			2012		2011		2010
Reportable Segments
Composites		$	123	$	128	$	117
Building Materials			143		157		168
	Total reportable segments	$	266	$	285	$	285
General corporate depreciation and amortization (a)		$	83	$	33	$	35
CONSOLIDATED PROVISION FOR DEPRECIATION
	AND AMORTIZATION	$	349	$	318	$	320
(a) 2012 includes $55 million of accelerated depreciation related to cost reduction actions

Schedule of Additions to Property, Plant and Equipment by Segment [Table Text Block]

ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT
The following table summarizes additions to property, plant and equipment by segment (in millions):
		Twelve Months Ended
		Dec. 31,
			2012		2011		2010
Reportable Segments
Composites		$	167	$	256	$	152
Building Materials			127		151		138
	Total reportable segments	$	294	$	407	$	290
General corporate additions			38		35		24
CONSOLIDATED ADDITIONS TO PROPERTY, PLANT AND
	EQUIPMENT	$	332	$	442	$	314

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CHANGES IN NONCONTROLLING INTERESTS (DETAIL) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Noncontrolling Interest [Line Items]
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests									$ (22)	$ (3)
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	(56)	44	39	(46)	50	124	78	24	(19)	276	933
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Change Due to Net Income Attributable to Parent and Effects of Changes, Net									(35)	276	936
NEI [Member]
Noncontrolling Interest [Line Items]
Noncontrolling Interest, Payments to Noncontrolling Interests									22
Noncontrolling Interest, Decrease from Redemptions or Purchase of Interests									6
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Purchase of Interest by Parent									(16)	0	0
OCIL [Member]
Noncontrolling Interest [Line Items]
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Changes, Purchase of Interest by Parent									$ 0	$ 0	$ 3

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DEBT

12 Months Ended

Dec. 31, 2012

Debt Disclosure [Abstract]

DEBT

##NDEB. DEBT
Details of the Company's outstanding long-term debt are as follows (in millions):
		Dec. 31,		Dec. 31,
		2012		2011
6.50% senior notes, net of discount, due 2016		$	400	$	649
9.00% senior notes, net of discount, due 2019			247		346
4.20% senior notes, net of discount, due 2022			599		-
7.00% senior notes, net of discount, due 2036			540		540
Accounts receivable securitization facility, maturing in 2014			141		158
Senior revolving credit facility, maturing in 2016			73		136
Various capital leases, due through and beyond 2050			52		55
Various floating rate debt, maturing through 2017			2		3
Other fixed rate debt, with maturities up to 2016, at rates up to 11.0%			-		8
Fair value adjustment to debt			26		39
Total long-term debt			2,080		1,934
Less – current portion			4		4
	Long-term debt, net of current portion	$	2,076	$	1,930

Senior Notes

The Company issued $600 million of 2022 Senior Noteson October 17, 2012. The proceeds of these notes were used to refinance $250 million of our 2016 Senior Notes, $100 million of our 2019 Senior Notes and pay down our Senior Revolving Credit Facility. Interest on the notes is payable semiannually in arrears on June 15 and December 15 each year, beginning on June 15, 2013.

The Company issued $350 million of 2019 Senior Notes on June 3, 2009. On October 31, 2006, we issued $650 million of 2016 Senior Notes and $540 million of 2036 Senior Notes. The proceeds of these notes were used to pay certain unsecured and administrative claims, finance general working capital needs and for general corporate purposes.

The Senior Notes described above are collectively referred to as the “Senior Notes”. The Senior Notes are general unsecured obligations of the Company and rank pari passu with all existing and future senior unsecured indebtedness of the Company. The notes will be fully and unconditionally guaranteed by each of our current and future domestic subsidiaries that is a borrower or guarantor under our Credit Agreement (as defined below). The guarantees will be unsecured and will rank equally in right of payment with all other existing and future senior unsecured indebtedness of the guarantors. The guarantees will be effectively subordinated to existing and future secured debt of the guarantors to the extent of the assets securing that indebtedness.

The Company has the option to redeem all or part of the Senior Notes at any time at a “make whole” redemption price. The Company is subject to certain covenants in connection with the issuance of the Senior Notes that it believes are usual and customary. The Company was in compliance with these covenants as of December 31, 2012.

In the fourth quarter of 2011, the Company terminated all existing interest rate swaps. The swaps were carried at fair value and recorded as other assets or liabilities, with a fair value adjustment to long-term debt on the Consolidated Balance Sheets. The fair value adjustment to debt will be amortized through 2016 as a reduction to interest expense in conjunction with the maturity date of the notes.

Senior Credit Facilities

In July 2011, the Company amended the Senior Revolving Credit Facility to extend the maturity to July 2016 and reduce the pricing. The available principal amount of $800 million on the Senior Revolving Credit Facility includes both borrowings and letters of credit. Borrowings under the Senior Revolving Credit Facility may be used for general corporate purposes and working capital. The Company has the discretion to borrow under multiple options, which provide for varying terms and interest rates including the United States prime rate or LIBOR plus a spread.

The Senior Revolving Credit Facility contains various covenants, including a maximum allowed leverage ratio and a minimum required interest expense coverage ratio that the Company believes are usual and customary for a senior unsecured credit agreement. The Company was in compliance with these covenants as of December 31, 2012.

The Company had $4million and $42 million of letters of credit outstanding under the Senior Revolving Credit Facility at December 31, 2012 and 2011, respectively.

Receivables Securitization Facility

Included in long-term debt on the Consolidated Balance Sheetsare amounts outstanding under a Receivables Purchase Agreement (the “RPA”). Owens Corning Sales, LLC and Owens Corning Receivables LLC, each a subsidiary of the Company, have a $250 million RPA with certain financial institutions. The securitization facility was amended on December 16, 2011 to extend maturity to December 2014. At December 31, 2012, the Company utilized the full amount permitted under the terms of the receivables securitization facility. The Company had $37 million of letters of credit outstanding under the receivables securitization facility at December 31, 2012. There were no letters of credit outstanding under the receivables securitization facility at December 31, 2011.

The receivables securitization facility contains various covenants, including a maximum allowed leverage ratio and a minimum required interest expense coverage ratio that the Company believes are usual and customary for a securitization facility. The Company was in compliance with these covenants as of December 31, 2012.

Owens Corning Receivables LLC's sole business consists of the purchase or acceptance through capital contributions of trade receivables and related rights from Owens Corning Sales, LLC and the subsequent retransfer of or granting of a security interest in such trade receivables and related rights to certain purchasers party to the RPA. Owens Corning Receivables LLC is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Owens Corning Receivables LLC's assets prior to any assets or value in Owens Corning Receivables LLC becoming available to Owens Corning Receivables LLC's equity holders. The assets of Owens Corning Receivables LLC are not available to pay creditors of the Company or any other affiliates of the Company or Owens Corning Sales, LLC.

Debt Maturities
The aggregate maturities for all long-term debt issues for each of the five years following December 31, 2012 and thereafter are presented in the table below (in millions). The maturities are stated at total cash the Company is contractually obligated to pay third parties and are not stated net of discount. The effects of the interest rate swap are not included in the table below.
Period	Maturities
2013	$	4
2014		145
2015		4
2016		477
2017		4
2018 and beyond		1,434
Total	$	2,068

Short-Term Debt

At December 31, 2012 and December 31, 2011, short-term borrowings were 5million and 28million, respectively. The short-term borrowings for both periods consisted of various operating lines of credit and working capital facilities. Certain of these borrowings are collateralized by receivables, inventories or property. The borrowing facilities are typically for one-year renewable terms. The weighted average interest rate on all short-term borrowings was approximately 4.5% for December 31, 2012 and 7.4% for December 31, 2011.

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INVENTORIES (TABLE)

12 Months Ended

Dec. 31, 2012

Inventory Disclosure [Abstract]

Schedule of Inventory Current [Table Text Block]

##NINV. INVENTORIES
Inventories consist of the following (in millions):
	Dec. 31,
	2012		2011
Finished goods	$	554	$	597
Materials and supplies		232		198
Total inventories	$	786	$	795

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CONTINGENT LIABILITIES AND OTHER MATTERS

12 Months Ended

Dec. 31, 2012

Commitments and Contingencies Disclosure [Abstract]

CONTINGENT LIABILITIES AND OTHER MATTERS TEXT BLOCK

The Company has nothing to report under this item.

18.       CONTINGENT LIABILITIES AND OTHER MATTERS

The Company is involved in various legal proceedings relating to employment, product liability and other matters. The Company regularly reviews the status of these proceedings along with legal counsel. Liabilities for such items are recorded when it is probable that the liabilityhas been incurred and when the amount of the liability can be reasonably estimated. Liabilities areadjusted when additional information becomes available. Management believes that the ultimate disposition of these matters will not have a material adverse effect on the Company's operations or financial condition taken as a whole.

Litigation

Environmental Matters

We have been deemed by the United States Environmental Protection Agency to be a Potentially Responsible Party (“PRP”) with respect to certain sites under the Comprehensive Environmental Response Compensation and Liability Act. We have also been deemed a PRP under similar state or local laws and in other instances other PRPs have brought suits against us as a PRP for contribution under such federal, state, or local laws. At December 31, 2012, we had environmental remediation liabilities as a PRP at 19sites where we have a continuing legal obligation to either complete remedial actions or contribute to the completion of remedial actions as part of a group of PRPs. For these sites we estimate a reserve to reflect environmental liabilities that have been asserted or are probable of assertion, in which liabilities are probable and reasonably estimable. At December 31, 2012, our reserve for such liabilities was$7million.

Kearny, New Jersey Manufacturing Facility

During the week of October 29, 2012, the Company experienced a flood at its Kearny New Jersey manufacturing facility as a result of Hurricane Sandy.  This facility is insured for property damage and business interruption losses related to such events, subject to deductibles and policy limits.  In 2012, the Company incurred $9 million in losses (net of insurance proceeds) related to the Hurricane of which $6 million are related to losses reported in Cost of Sales with the remaining $3 million being reported in Other expenses (income) on the Consolidated Statements of Earnings(loss).   As of December 31, 2012, we have received insurance advances of $20 million that have been presented on the statement of cash flows as an investing activity based on the nature of the insured items. We are still assessing the damages and currently do not have a full estimate of the total property damage costs and business interruption losses.  The Company believes these costs/losses will be substantially covered by insurance. Also, the timing of any recoveries may result in expenses being taken in periods before the insurance receipts are recorded or received. 

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DIVESTITURES (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012 Sale of Capivari [Member]	Dec. 31, 2011 Sale of Capivari [Member]	Dec. 31, 2010 Sale of Masonry Products [Member]
Business Divestitures [Line Items]
Divestiture, Amount of Consideration Received		$ 55	$ 45
Divestiture, Amount of Future Consideration Receivable			45
Divestiture, Amount of Future Consideration Receivable, Present Value			40
Gain Loss On Disposition Of Assets	6	16
Effective Date of Divestiture		May 18, 2011	December 31, 2010
Escrow Deposit Related to Disposition of Assets		$ 6

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CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES
NET EARNINGS	$ (16)	$ 281	$ 940
Adjustments to reconcile net earnings to cash provided by (used for) operating activities:
Depreciation and amortization	349	318	320
Gain on sale of business and fixed assets	(17)	(30)	2
Impairment of long-lived assets	6	0	117
Deferred income taxes	(59)	55	(867)
Provision for pension and other employee benefits liabilities	36	36	26
Share Based Compensation	24	21	23
Other non-cash	(14)	(22)	(19)
Payments of Debt Extinguishment Costs	74	0	0
Change in working capital	9	(262)	15
Pension fund contribution	(50)	(117)	(32)
Payments for other employee benefits liabilities	(22)	(24)	(26)
Other	10	33	(11)
Net cash flow provided by (used for) operating activities	330	289	488
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	(332)	(442)	(314)
Payments to Acquire Businesses, Net of Cash Acquired	0	(84)	0
Proceeds from Insurance Settlement, Investing Activities	20	0	0
Proceeds from Divestiture of Businesses and Interests in Affiliates	59	81	65
Net cash flow used for investing activities	(253)	(445)	(249)
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	1,877	1,912	631
Payments on senior revolving credit and receivables securitization facilities	(1,957)	(1,630)	(619)
Proceeds from long-term debt	599	6	5
Payments on long-term debt	(441)	(10)	(609)
Net decrease in short-term debt	(23)	26	(10)
Purchase of noncontrolling interest	(22)	0	(30)
Purchase of treasury stock	(113)	(138)	(120)
Other Financing	4	8	2
Net cash flow provided by (used for) financing activities	(76)	174	(750)
Effect of exchange rate changes on cash	2	(18)	(1)
Net decrease in cash and cash equivalents	3	0	(512)
Cash and cash equivalents at beginning of period	52	52	564
Cash and cash equivalents at end of period	55	52	52
Income Taxes Paid	30	24	16
Interest Paid	$ 122	$ 111	$ 108

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Statement Of Income And Comprehensive Income Abstract
NET EARNINGS	$ (16)	$ 281	$ 940
Currency translation adjustment	5	(39)	26
Pension and other postretirement adjustment (net of tax)	(56)	(80)	(36)
Deferred loss on hedging transactions (net of tax)	2	(2)	2
Comprehensive Income, Net of Tax, Including Portion Attributable to Noncontrolling Interest, Total	(65)	160	932
Comprehensive Income Net Of Tax Attributable To Noncontrolling Interest	3	5	8
Comprehensive Income, Net of Tax, Attributable to Parent, Total	$ (68)	$ 155	$ 924

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DIVESTITURES

12 Months Ended

Dec. 31, 2012

Business Divestitures [Abstract]

Business Divestitures, Disclosure [Text Block]

10.       DIVESTITURES

On May 18, 2011, the Company sold its Composites glass reinforcements facility in Capivari, Brazil to Chongqing Polycomp International Company ("CPIC"), an unrelated third party. At closing, the Company received $55 million in cash and an additional $6 million was placed into escrow to satisfy any potential adjustments or claims.The escrow period expired and the funds were remitted to Owens Corning during the fourth quarter of 2012. The sale and subsequent expiration of the escrow period resulted in a $16 million and $6 million gain, respectively, which is recorded in other expenses (income), net in the Consolidated Statements of Earnings (Loss).

On December 31, 2010, the Company sold its United States Masonry Products business ("Masonry Products") to Boral Industries Ltd, an unrelated third party. At closing, the Company received $45 million and will receive an additional $45 million in 2014. The $45 million to be received in 2014 was recorded at its net present value of $40 million in noncurrent assets on the Consolidated Balance Sheets. Additionally, the Company could receive contingent proceeds in 2014 based on 2013 financial performance of the former Masonry Products business. The Company will maintain an interest in the former Masonry Products business until the second payment is received. Masonry Products was a component of the Company's Building Materials segment.

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Document and Entity Information (USD $)	12 Months Ended
	Dec. 31, 2012	Jan. 31, 2013	Jun. 30, 2012
Document and Entity Information [Abstract]
Entity Registrant Name	Owens Corning
Entity Central Index Key	0001370946
Document Type	10-K
Document Period End Date	Dec. 31, 2012
Document Fiscal Year Focus	2012
Document Fiscal Period Focus	FY
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Filer Category	Large Accelerated Filer
Entity Public Float			$ 3,399,539,760
Entity Common Stock Shares Outstanding		118,271,623

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LEASES

12 Months Ended

Dec. 31, 2012

Leases [Abstract]

Leases of Lessee Disclosure [Text Block]

11.       LEASES

The Company leases certain equipment and facilities under operating leases expiring on various dates through 2028. Some of these leases include cost-escalation clauses. Such cost-escalation clauses are recognized on a straight-line basis over the lease term. Total rental expense was $79 million, $74 million and $70 million in the years endedDecember 31, 2012, 2011 and 2010, respectively. AtDecember 31, 2012, the minimum future rental commitments under non-cancelable operating leases with initial maturities greater than one year payable over the remaining lives of the leases are (in millions):

Period	Minimum Future Rental Commitments
2013	$	51
2014	$	40
2015	$	26
2016	$	19
2017	$	13
2018 and beyond	$	50

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FAIR VALUE MEASUREMENT (DETAIL) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Assets
Cash And Cash Equivalents Fair Value Disclosure	$ 1	$ 11
Term Deposits, Fair Value Disclosure	1
Derivative Assets	1	3
Total Assets	3	14
Notes Receivable Fair Value Disclosure	53
Liabilities
Derivative Liabilities	4	6
Liabilities	4	6
Long-term Debt, Fair Value	268
Senior Notes Due 2016 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Notes Payable, Fair Value Disclosure, Par Value	112.00%
Senior Notes Due 2036 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Notes Payable, Fair Value Disclosure, Par Value	109.00%
Senior Notes Due 2019 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Notes Payable, Fair Value Disclosure, Par Value	127.00%
Senior Notes Due 2022 [Member]
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Notes Payable, Fair Value Disclosure, Par Value	102.00%
Fair Value Inputs Level 1 Member
Assets
Cash And Cash Equivalents Fair Value Disclosure	1	11
Term Deposits, Fair Value Disclosure	1
Total Assets	2	11
Fair Value Inputs Level 2 Member
Assets
Derivative Assets	1	3
Total Assets	1	3
Liabilities
Derivative Liabilities	4	6
Liabilities	$ 4	$ 6

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CONSOLIDATED BALANCE SHEETS (USD $) In Millions, unless otherwise specified	Dec. 31, 2012		Dec. 31, 2011		Dec. 31, 2010	Dec. 31, 2009
CURRENT ASSETS
Cash and cash equivalents	$ 55		$ 52		$ 52	$ 564
Receivables, less allowances	600		610
Inventories	786		795
Assets held for sale - current	0		0
Other current assets	171		179
Total current assets	1,612		1,636
Property, plant and equipment, net	2,903		2,904
Goodwill	1,143		1,144
Intangible assets	1,045		1,073
Deferred income taxes	604		538
Assets Held for Sale - Non-Current	0		0
Other non-current assets	261		232
TOTAL ASSETS	7,568		7,527
CURRENT LIABILITIES
Accounts Payable and Accrued Liabilities, Current	897		876
Short-term debt	5		28
Long-term debt - current portion	4		4
Total current liabilities	906		908
Long-term debt, net of current portion	2,076		1,930
Pension plan liability	480		435
Other employee benefits liability	274		267
Deferred income taxes	38		51
Other liabilities	219		195
Commitments and Contingencies
OWENS CORNING STOCKHOLDERS' EQUITY
Preferred stock, par value $0.01 per share		[1]		[1]
Common stock, par value $0.01 per share	1	[2]	1	[2]
Additional paid in capital	3,925		3,907
Accumulated earnings (deficit)	451		470
Accumulated other comprehensive deficit	(364)		(315)
Cost of common stock in treasury	(475)	[3]	(362)	[3]
Total Owens Corning stockholders' equity	3,538		3,701
Noncontrolling interest	37		40
Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest	3,575		3,741		3,686	2,853
TOTAL LIABILITIES AND EQUITY	$ 7,568		$ 7,527

[1] 10 shares authorized; none issued or outstanding at Dec. 31, 2012 and Dec. 31, 2011

[2] 400 shares authorized; 135.6 issued and 118.3 outstanding at Dec. 31, 2012; 134.4 issued and 120.9 outstanding at Dec. 31, 2011

[3] 17.3 shares at Dec. 31, 2012 and 13.5 shares at Dec. 31, 2011

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GOODWILL AND OTHER INTANGIBLE ASSETS

12 Months Ended

Dec. 31, 2012

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

##NGOO. GOODWILL AND OTHER INTANGIBLE ASSETS
Intangible assets and goodwill consist of the following (in millions):
Dec. 31, 2012			Weighted Average Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizable intangible assets:
	Customer relationships		19	$	169	$	(58)	$	111
	Technology		20		198		(64)		134
	Franchise and other agreements		15		37		(14)		23
Indefinite-lived intangible assets:
	Trademarks				777		-		777
		Total intangible assets		$	1,181	$	(136)	$	1,045
Goodwill				$	1,143
Dec. 31, 2011			Weighted Average Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizable intangible assets:
	Customer relationships		19	$	170	$	(48)	$	122
	Technology		20		204		(54)		150
	Franchise and other agreements		15		36		(12)		24
Indefinite-lived intangible assets:
	Trademarks				777		-		777
		Total intangible assets		$	1,187	$	(114)	$	1,073
Goodwill				$	1,144

The changes in the net carrying amount of goodwill by segment are as follows (in millions):
	Composites		Building Materials		Total
Balance as of December 31, 2011	$	57	$	1,087	$	1,144
Foreign currency adjustments		(1)		-		(1)
Balance as of December 31, 2012	$	56	$	1,087	$	1,143

Other Intangible Assets

The Company expects the ongoing amortization expense for amortizable intangible assets to be $21 million in each of the next five fiscal years. The Company's future cash flows are not materially impacted by its ability to extend or renew agreements related to our amortizable intangible assets.

Goodwill and Indefinite-Lived Intangible Assets

The Company tests goodwill and indefinite-lived intangible assets for impairment as of October 1 each year, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying amount.The annual test performed in 2012 resulted in no impairment of goodwill.

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DERIVATIVE FINANCIAL INSTRUMENTS

12 Months Ended

Dec. 31, 2012

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

4.       DERIVATIVE FINANCIAL INSTRUMENTS

The Company is exposed to, among other risks, the impact of changes in commodity prices, foreign currency exchange rates, and interest rates in the normal course of business. The Company's risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes derivative financial instruments to offset a portion of these risks. The Company uses derivative financial instruments only to the extent necessary to hedge identified business risks, and does not enter into such transactions for trading purposes.

The Company generally does not require collateral or other security with counterparties to these financial instruments and is therefore subject to credit risk in the event of nonperformance; however, the Company monitors credit risk and currently does not anticipate nonperformance by other parties. Contracts with counterparties generally contain right of offset provisions. These provisions effectively reduce the Company's exposure to credit risk in situations where the Company has gain and loss positions outstanding with a single counterparty. It is the Company's policy to offset on the Consolidated Balance Sheets the amounts recognized for derivative instruments with any cash collateral arising from derivative instruments executed with the same counterparty under a master netting agreement. As of December 31, 2012 and 2011, the Company did not have any amounts on deposit with any of its counterparties, nor did any of its counterparties have any amounts on deposit with the Company.

The following table presents the fair value and respective location of derivatives and hedging instruments on the Consolidated Balance Sheets (in millions):
				Fair Value at
				Dec. 31,		Dec. 31,
		Location		2012		2011
Derivative assets designated as hedging instruments:
Cash flow hedges:
	Natural gas and electricity	Other current assets		$	-	$	1
	Amount of gain recognized in OCI (effective portion)	OCI		$	-	$	1
Derivative liabilities designated as hedging instruments:
Cash flow hedges:
		Accounts payable and
	Natural gas and electricity		accrued liabilities	$	1	$	4
	Amount of loss recognized in OCI (effective portion)	OCI		$	1	$	4
Derivative assets not designated as hedging instruments:
	Foreign exchange contracts	Other current assets		$	1	$	2
Derivative liabilities not designated as hedging instruments:
		Accounts payable and
	Natural gas		accrued liabilities	$	-	$	1
		Accounts payable and
	Foreign exchange contracts		accrued liabilities	$	3	$	1

The following table presents the impact and respective location of derivative activities on the Consolidated Statements of Earnings (Loss) (in millions):
						Twelve Months Ended
						Dec. 31,
			Location		2012		2011		2010
Derivative activity designated as hedging instruments:
Natural gas and electricity:
	Amount of loss reclassified from OCI into earnings
		(effective portion)	Cost of sales		$	5	$	4	$	8
Interest rate swaps:
	Amount of loss recognized in earnings		Interest
		(ineffective portion)		expense, net	$	-	$	2	$	4
Derivative activity not designated as hedging instruments:
Natural gas and electricity:
	Amount of (gain) loss recognized in earnings		Other (income) expenses, net		$	-	$	(1)	$	1
Foreign currency exchange contract:
	Amount of loss (gain) recognized in earnings (a)		Other (income) expenses, net		$	17	$	(14)	$	(2)
(a)		(Gains) / losses related to foreign currency derivatives were substantially offset by net revaluation impacts on foreign denominated balance sheet exposures, which were also recorded in Other (income) expenses, net.

Cash Flow Hedges

The Company uses forward and swap contracts, which qualify as cash flow hedges, to manage forecasted exposure to natural gas and electricity prices. The effective portion of the change in the fair value of cash flow hedges is deferred in accumulated OCI on the Consolidated Balance Sheets and is subsequently recognized in cost of saleson the Consolidated Statements of Earnings (Loss) for commodity hedges, when the hedged item impacts earnings. Changes in the fair value of derivative assets and liabilities designated as hedging instruments are shown in other within operating activities on the Consolidated Statement of Cash Flows. Any portion of the change in fair value of derivatives designated as hedging instruments that is determined to be ineffective is recorded in other (income) expenses on the Consolidated Statements of Earnings (Loss).

The Company currently has natural gas derivatives designated as hedging instruments that mature within 15 months. The Company's policy is to hedge up to 75% of its total forecasted exposures for the next two months, up to 50% of its total forecasted natural gas exposures for the following four months, and lesser amounts for the remaining periods. Based on market conditions, approved variation from the standard policy may occur. The Company performs an analysis for effectiveness of its derivatives designated as hedging instruments at the end of each quarter based on the terms of the contract and the underlying item being hedged.

As of December 31, 2012, $1 million of losses included in OCI on the Consolidated Balance Sheets relate to contracts that will impact earnings during the next 12 months. Transactions and events that are expected to occur over the next 12 months that will necessitate recognizing these deferred losses include the recognition of the hedged item through earnings.

Fair Value Hedges

The Company manages its interest rate exposure by balancing the mix of its fixed and variable rate instruments at certain times through interest rate swaps. The swaps are carried at fair value and recorded as other assets or liabilities, with the offset to long-term debt on the Consolidated Balance Sheets. Changes in the fair value of these swaps and that of the related debt are recorded in interest expense, net on the Consolidated Statements of Earnings (Loss). In the fourth quarter of 2011, the Company terminated all existing interest rate swaps.

Other Derivatives

The Company uses forward currency exchange contracts to manage existing exposures to foreign exchange risk related to assets and liabilities recorded on the Consolidated Balance Sheets. Gains and losses resulting from the changes in fair value of these instruments are recorded in other expenses (income), net on the Consolidated Statements of Earnings (Loss).

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

12 Months Ended

Dec. 31, 2012

Defined Benefit Pension Plans And Defined Benefit Postretirement Plans Disclosure Abstract

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

16.       PENSION PLANS

The Company is committed to providing a competitive benefit package to employees. On August 31, 2009 the Company elected to reorganize its postemployment benefit package, by which the Company enhanced its 401(k) Plan and frozethe United States Pension Plan for all salaried employees and a significant portion of hourly employees, effective January 1, 2010.

The following tables provides a reconciliation of the change in the projected benefit obligation, the change in plan assets and the net amount recognized in the Consolidated Balance Sheets for the years ended December 31, 2012 and 2011 (in millions):
	Dec. 31, 2012						Dec. 31, 2011
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Change in Projected Benefit Obligation
Benefit obligation at beginning of period	$	1,105	$	503	$	1,608	$	1,050	$	488	$	1,538
Service cost		9		5		14		9		5		14
Interest cost		49		23		72		53		25		78
Actuarial loss		111		34		145		81		18		99
Currency (gain) loss		-		16		16		-		(7)		(7)
Benefits paid		(87)		(23)		(110)		(87)		(21)		(108)
Settlements / Curtailments		-		(6)		(6)		(1)		(3)		(4)
Other		-		2		2		-		(2)		(2)
Benefit obligation at end of period	$	1,187	$	554	$	1,741	$	1,105	$	503	$	1,608
Change in Plan Assets
Fair value of assets at beginning of period	$	812	$	360	$	1,172	$	767	$	364	$	1,131
Actual return on plan assets		99		40		139		38		1		39
Currency gain (loss)		-		12		12		-		(5)		(5)
Company contributions		32		18		50		94		23		117
Benefits paid		(87)		(23)		(110)		(87)		(21)		(108)
Settlements		-		(3)		(3)		-		(2)		(2)
Fair value of assets at end of period	$	856	$	404	$	1,260	$	812	$	360	$	1,172
Funded status	$	(331)	$	(150)	$	(481)	$	(293)	$	(143)	$	(436)

	Dec. 31, 2012						Dec. 31, 2011
	U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Amounts Recognized in the Consolidated Balance Sheets
Prepaid pension cost	$	-	$	1	$	1	$	-	$	4	$	4
Accrued pension cost - current		-		(2)		(2)		-		(5)		(5)
Accrued pension cost - non-current		(331)		(149)		(480)		(293)		(142)		(435)
Net amount recognized	$	(331)	$	(150)	$	(481)	$	(293)	$	(143)	$	(436)
Amounts Recorded in Accumulated OCI
Net actuarial loss	$	(396)	$	(95)	$	(491)	$	(347)	$	(82)	$	(429)

The following table presents information about the projected benefit obligation, accumulated benefit obligation ("ABO") and plan assets of the Company's pension plans (in millions):
		Dec. 31, 2012						Dec. 31, 2011
		U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Plans with ABO in excess of fair value
	of plan assets:
Projected benefit obligation		$	1,187	$	511	$	1,698	$	1,105	$	500	$	1,605
Accumulated benefit obligation		$	1,187	$	487	$	1,674	$	1,105	$	442	$	1,547
Fair value of plan assets		$	856	$	365	$	1,221	$	812	$	354	$	1,166
Plans with fair value of assets in
	excess of ABO:
Projected benefit obligation		$	-	$	43	$	43	$	-	$	3	$	3
Accumulated benefit obligation		$	-	$	33	$	33	$	-	$	3	$	3
Fair value of plan assets		$	-	$	39	$	39	$	-	$	6	$	6
Total projected benefit obligation		$	1,187	$	554	$	1,741	$	1,105	$	503	$	1,608
Total accumulated benefit obligation		$	1,187	$	520	$	1,707	$	1,105	$	445	$	1,550
Total plan assets		$	856	$	404	$	1,260	$	812	$	360	$	1,172

Weighted-Average Assumptions Used to Determine Benefit Obligation
The following table presents weighted average assumptions used to determine benefit obligations at the measurement dates noted:
		Dec. 31,
		2012	2011
United States Plans
	Discount rate	3.80%	4.60%
	Expected return on plan assets	7.50%	7.25%
Non-United States Plans
	Discount rate	4.10%	4.65%
	Expected return on plan assets	6.13%	7.23%
	Rate of compensation increase	3.50%	3.75%

Components of Net Periodic Pension Cost
The following table presents the components of net periodic pension cost for the periods noted (in millions):
	Twelve Months Ended
	Dec. 31,
	2012		2011		2010
Service cost	$	15	$	14	$	14
Interest cost		72		78		78
Expected return on plan assets		(86)		(91)		(87)
Amortization of actuarial loss		29		15		3
Curtailment/settlement gain		-		-		(1)
Net periodic benefit cost	$	30	$	16	$	7

Weighted-Average Assumptions Used to Determine Net Periodic Pension Cost
The following table presents weighted-average assumptions used to determine net periodic pension costs for the periods noted:
		Twelve Months Ended
		Dec. 31,
		2012	2011	2010
United States Plans
	Discount rate	4.60%	5.30%	5.80%
	Expected return on plan assets	7.25%	7.75%	8.00%
	Rate of compensation increase	N/A (a)	N/A (a)	N/A (a)
Non-United States Plans
	Discount rate	4.65%	5.21%	5.41%
	Expected return on plan assets	7.23%	7.25%	7.25%
	Rate of compensation increase	3.75%	3.86%	3.92%
(a) Not applicable due to changes in plan made on August 1, 2009 that were effective beginning January 1, 2010.

The expected return on plan assets assumption is derived by taking into consideration the target plan asset allocation, historical rates of return on those assets, projected future asset class returns and net outperformance of the market by active investment managers. An asset return model is used to develop an expected range of returns on plan investments over a 20 year period, with the expected rate of return selected from a best estimate range within the total range of projected results. The result is then rounded down to the nearest 25 basis points.

Accumulated Other Comprehensive Earnings (Deficit)

For the year ended December 31, 2012, the Company recorded a debit of $44 million, net of tax, to OCI. Of the $(491)million balance in OCI, $20 million is expected to be recognized as net periodic pension cost during 2013.For the year ended December 31, 2011, the Company recorded a debit of $99 million, net of tax, to OCI.

Items Measured at Fair Value

The Company classifies and discloses pension plan assets in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Plan Assets
The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall under United States pension plan assets at December 31, 2012 and 2011 (in millions):
		2012						2011
Asset Category		Level 1		Level 2		Total		Level 1		Level 2		Total
Equity
	Domestic actively managed	$	129	$	-	$	129	$	113	$	-	$	113
	Domestic passive index		-		55		55		-		49		49
	International actively managed		122		-		122		101		-		101
	International passive index		-		27		27		-		16		16
Fixed income and cash equivalents
	Cash and cash equivalents		1		-		1		15		-		15
	Short-term debt		-		24		24		-		3		3
	Corporate bonds		-		274		274		-		292		292
	Government debt		-		94		94		-		101		101
Real estate investment trusts			27		-		27		23		-		23
Absolute return strategies			-		76		76		-		68		68
Real assets			-		27		27		-		31		31
Total United States plan assets		$	279	$	577	$	856	$	252	$	560	$	812

The following table summarizes the fair values, and levels within the fair value hierarchy in which the fair value measurements fall under non-United States pension plan assets at December 31, 2012 and 2011 (in millions):
		2012						2011
Asset Category		Level 1		Level 2		Total		Level 1		Level 2		Total
Equity
	Domestic actively managed	$	29	$	-	$	29	$	32	$	-	$	32
	Domestic passive index		-		-		-		-		98		98
	International actively managed		55		-		55		46		-		46
	International passive index		-		32		32		-		18		18
Fixed income and cash equivalents
	Cash and cash equivalents		1		-		1		-		-		-
	Corporate bonds		-		185		185		-		166		166
Absolute return strategies			-		102		102		-		-		-
Total non-United States plan assets		$	85	$	319	$	404	$	78	$	282	$	360
The above asset allocations are in compliance with the non-United States pension plan's current investment policy.

Investment Strategy

The current investment policy for the United States pension plan is to have 38% of assets invested in equities, 3% in real estate, 6% in real assets, and 47% in intermediate and long-term fixed income securities, and 6% in absolute return strategies.  Assets are rebalanced periodically to conform to policy tolerances. The Company actively evaluates the reasonableness of its asset mix given changes in the projected benefit obligation and market dynamics.

Estimated Future Benefit Payments
The following table shows estimated future benefit payments from the Company's pension plans (in millions):
Year	Estimated Benefit Payments
2013	$	102
2014	$	101
2015	$	104
2016	$	105
2017	$	104
2018-2022	$	515

Contributions

Owens Corning expects to contribute $20 million in cash to the United States pension plan during 2013 and another $18 million to non-United States plans. Actual contributions to the plans may change as a result of a variety of factors, including changes in laws that impact funding requirements.

Defined Contribution Plans

The Company sponsors two defined contribution plans which are available to substantially all United States employees. The Company matches a percentage of employee contributions up to a maximum leveland,beginning January 1, 2010,contributes2% of an employee's wages regardless of employee contributions. The Company recognized expense of $30 million, $27 million and$30 million during the years ended December 31, 2012, 2011 and 2010, respectively, related to these plans.

17.       POSTEMPLOYMENT AND POSTRETIREMENT BENEFITS OTHER THAN PENSIONS

The Company maintains health care and life insurance benefit plans for certain retired employees and their dependents. The health care plans in the United States are non-funded and pay either (1) stated percentages of covered medically necessary expenses, after subtracting payments by Medicare or other providers and after stated deductibles have been met, or (2) fixed amounts of medical expense reimbursement.

Employees become eligible to participate in the United States health care plans upon retirement if they have accumulated 10 years of service after age 45, 48 or 50, depending on the category of employee. For employees hired after December 31, 2005, the Company does not provide subsidized retiree health care.Some of the plans are contributory, with some retiree contributions adjusted annually. The Company has reserved the right to change or eliminate these benefit plans subject to the terms of collective bargaining agreements.

In the fourth quarter of 2011, the Company ratified certain plan amendments which reduced the projected benefit obligation at year end by approximately $30 million. The Company will implement an Employee Group Waiver Plan (EGWP) effective January 1, 2013 to manage its prescription drug benefits for certain retiree groups. The Company also negotiated with certain unionized employees to increase the eligibility age for retiree medical benefits and to eliminate the post-65 retiree reimbursement account benefit for employees retiring on or after January 1, 2014.

The following table provides a reconciliation of the change in the projected benefit obligation and the net amount recognized in the Consolidated Balance Sheets for the years ended December 31, 2012 and 2011 (in millions):
		Dec. 31, 2012						Dec. 31, 2011
		U.S.		Non-U.S.		Total		U.S.		Non-U.S.		Total
Change in Projected Benefit Obligation
Benefit obligation at beginning of period		$	244	$	20	$	264	$	279	$	21	$	300
Service cost			3		-		3		3		-		3
Interest cost			10		1		11		13		1		14
Actuarial loss (gain)			17		-		17		(4)		2		(2)
Currency loss (gain)			-		1		1		-		(1)		(1)
Plan amendments			(3)		-		(3)		(30)		-		(30)
Benefits paid			(19)		(1)		(20)		(17)		(1)		(18)
Curtailment gain			-		-		-		-		(2)		(2)
Benefit obligation at end of period		$	252	$	21	$	273	$	244	$	20	$	264
Funded status		$	(252)	$	(21)	$	(273)	$	(244)	$	(20)	$	(264)
Amounts Recognized in the Consolidated
	Balance Sheets
Accrued benefit obligation - current		$	(20)	$	(1)	$	(21)	$	(24)	$	(1)	$	(25)
Accrued benefit obligation - non-current			(232)		(20)		(252)		(220)		(19)		(239)
Net amount recognized		$	(252)	$	(21)	$	(273)	$	(244)	$	(20)	$	(264)
Amounts Recorded in Accumulated OCI
Net actuarial gain		$	4	$	5	$	9	$	24	$	5	$	29
Net prior service credit			28		-		28		30		-		30
Net amount recognized		$	32	$	5	$	37	$	54	$	5	$	59

Weighted-Average Assumptions Used to Determine Benefit Obligations
The following table presents the discount rates used to determine the benefit obligations:
	Dec. 31,
	2012		2011
United States plans		3.50%		4.35%
Non-United States plans		3.80%		4.10%

Components of Net Periodic Postretirement Benefit Cost
The following table presents the components of net periodic postretirement benefit cost (in millions):
	Twelve Months Ended
	Dec. 31,
	2012		2011		2010
Service cost	$	3	$	3	$	3
Interest cost		11		14		15
Amortization of prior service cost		(4)		-		-
Amortization of actuarial gain		(3)		(1)		-
Curtailment gain		(1)		(2)		-
Net periodic postretirement benefit cost	$	6	$	14	$	18
Weighted-Average Assumptions Used to Determine Net Periodic Postretirement Benefit Cost
The following table presents the discount rates used to determine net periodic postretirement benefit cost:
	Twelve Months Ended
	Dec. 31,
	2012		2011		2010
United States plans		4.35%		5.05%		5.60%
Non-United States plans		4.10%		4.80%		5.15%

The following table presents health care cost trend rates used to determine net periodic postretirement benefit cost, as well as information regarding the ultimate rate and the year in which their ultimate rate is reached:
		Twelve Months Ended
		Dec. 31,
		2012		2011		2010
United States plans
	Initial rate at end of year		7.00%		7.00%		7.00%
	Ultimate rate		5.00%		5.00%		5.00%
	Year in which ultimate rate is reached		2022		2021		2020
Non-United States plans
	Initial rate at end of year		6.50%		6.80%		7.00%
	Ultimate rate		4.80%		4.80%		4.80%
	Year in which ultimate rate is reached		2019		2019		2019

The health care cost trend rate assumption can have a significant effect on the amounts reported. To illustrate, a one-percentage point change in the December 31, 2012 assumed health care cost trend rate would have the following effects (in millions):
		1-Percentage Point
		Increase		Decrease
Increase (decrease) in total service cost and interest cost components of net
	periodic postretirement benefit cost	$	1	$	(1)
Increase (decrease) of accumulated postretirement benefit obligation		$	10	$	(9)

Accumulated Other Comprehensive Earnings (Deficit)

For the year ended December 31, 2012, the Company recorded a debit of $14 million, net of tax, to OCI. Approximately $5 million of the $37 million balance in accumulated OCI is expected to be recognized as net periodic postretirement benefit cost during 2013. For the year ended December 31, 2011, the Company recorded a credit of $19 million, net of tax, to OCI.

Estimated Future Benefit Payments
The following table shows estimated future benefit payments from the Company's postretirement benefit plans (in millions):
Year	Estimated Benefit Payments
2013	$	22
2014	$	22
2015	$	22
2016	$	21
2017	$	21
2018-2022	$	95

Postemployment Benefits

The Company may also provide benefits to former or inactive employees after employment but before retirement under certain conditions. These benefits include continuation of benefits such as health care and life insurance coverage. The accrued postemployment benefits liability at December 31, 2012 and 2011was$22 million and $28 million, respectively.The net periodic postemployment benefit expense was $1 million for each of the years ended December 31, 2012, 2011 and 2010, respectively.

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ACCOUNTS PAYABLE AND ACCRUED LIABILITIES

12 Months Ended

Dec. 31, 2012

Accounts Payable and Accrued Liabilities, Current [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

##NAPAL. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities consist of the following (in millions):
		Dec. 31,
		2012		2011
Accounts payable		$	498	$	488
Payroll and vacation pay			115		130
Payroll, property, and other taxes			98		104
Other employee benefits liabilities			40		43
Warranties (current portion)			20		17
Legal and audit fees			11		10
Accrued interest			11		8
Charges related to cost reduction actions			45		2
Other			59		74
	Total	$	897	$	876

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CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (DETAIL) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Condensed Financial Statements Captions [Line Items]
NET SALES	$ 1,159	$ 1,276	$ 1,391	$ 1,346	$ 1,196	$ 1,450	$ 1,451	$ 1,238	$ 5,172	$ 5,335	$ 4,997
COST OF SALES	989	1,074	1,152	1,160	966	1,133	1,172	1,036	4,375	4,307	4,041
Gross margin	170	202	239	186	230	317	279	202	797	1,028	956
OPERATING EXPENSES
Marketing and administrative expenses									509	525	516
Science and technology expenses									79	77	76
Charges related to cost reduction actions									51	0	29
Employee emergence equity program expense									0	0	0
Other Expenses, net									10	(35)	129
Total operating expenses									649	567	750
Earnings Before Interest And Taxes	16	59	85	(12)	88	177	135	61	148	461	206
Interest expense, net	29	29	28	28	27	28	28	25	114	108	110
Gains (Losses) on Extinguishment of Debt									(74)	0	0
EARNINGS BEFORE TAXES									(40)	353	96
Income Tax Expense (Benefit)	36	14	(17)	(5)	(11)	(23)	(29)	(11)	28	(74)	840
Equity in net earnings of affiliates									(4)	2	4
NET EARNINGS									(16)	281	940
Less: Net earnings attributable to noncontrolling interests									3	5	7
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	(56)	44	39	(46)	50	124	78	24	(19)	276	933
Parent Company Member
Condensed Financial Statements Captions [Line Items]
NET SALES									0	0	0
COST OF SALES									(9)	(23)	(19)
Gross margin									9	23	19
OPERATING EXPENSES
Marketing and administrative expenses									112	67	43
Science and technology expenses									0	0	0
Charges related to cost reduction actions									0	0	0
Other Expenses, net									(37)	(88)	(59)
Total operating expenses									75	(21)	(16)
Earnings Before Interest And Taxes									(66)	44	35
Interest expense, net									102	105	116
Gains (Losses) on Extinguishment of Debt									(74)
EARNINGS BEFORE TAXES									(242)	(61)	(81)
Income Tax Expense (Benefit)									92	23	59
Income (Loss) From Continuing Operations Before Minority Interest and Income (Loss) From Equity Method Investments									(150)	(38)	(22)
Equity in net earnings of subsidiaries									131	314	950
Equity in net earnings of affiliates									0	0	5
NET EARNINGS									(19)	276	933
Less: Net earnings attributable to noncontrolling interests									0	0	0
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING									(19)	276	933
Guarantor Subsidiaries Member
Condensed Financial Statements Captions [Line Items]
NET SALES									3,616	3,641	3,388
COST OF SALES									3,015	3,015	2,815
Gross margin									601	626	573
OPERATING EXPENSES
Marketing and administrative expenses									259	314	332
Science and technology expenses									61	61	63
Charges related to cost reduction actions									0	0	2
Other Expenses, net									24	15	132
Total operating expenses									344	390	529
Earnings Before Interest And Taxes									257	236	44
Interest expense, net									2	(3)	(7)
Gains (Losses) on Extinguishment of Debt									0
EARNINGS BEFORE TAXES									255	239	51
Income Tax Expense (Benefit)									(64)	(72)	831
Income (Loss) From Continuing Operations Before Minority Interest and Income (Loss) From Equity Method Investments									191	167	882
Equity in net earnings of subsidiaries									(55)	149	67
Equity in net earnings of affiliates									(5)	(2)	1
NET EARNINGS									131	314	950
Less: Net earnings attributable to noncontrolling interests									0	0	0
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING									131	314	950
Non Guarantor Subsidiaries Member
Condensed Financial Statements Captions [Line Items]
NET SALES									1,932	2,018	1,953
COST OF SALES									1,745	1,639	1,589
Gross margin									187	379	364
OPERATING EXPENSES
Marketing and administrative expenses									138	144	141
Science and technology expenses									18	16	13
Charges related to cost reduction actions									51	0	27
Other Expenses, net									23	38	56
Total operating expenses									230	198	237
Earnings Before Interest And Taxes									(43)	181	127
Interest expense, net									10	6	1
Gains (Losses) on Extinguishment of Debt									0
EARNINGS BEFORE TAXES									(53)	175	126
Income Tax Expense (Benefit)									0	(25)	(50)
Income (Loss) From Continuing Operations Before Minority Interest and Income (Loss) From Equity Method Investments									(53)	150	76
Equity in net earnings of subsidiaries									0	0	0
Equity in net earnings of affiliates									1	4	(2)
NET EARNINGS									(52)	154	74
Less: Net earnings attributable to noncontrolling interests									3	5	7
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING									(55)	149	67
Consolidation Eliminations Member
Condensed Financial Statements Captions [Line Items]
NET SALES									(376)	(324)	(344)
COST OF SALES									(376)	(324)	(344)
Gross margin									0	0	0
OPERATING EXPENSES
Marketing and administrative expenses									0	0	0
Science and technology expenses									0	0	0
Charges related to cost reduction actions									0	0	0
Other Expenses, net									0	0	0
Total operating expenses									0	0	0
Earnings Before Interest And Taxes									0	0	0
Interest expense, net									0	0	0
Gains (Losses) on Extinguishment of Debt									0
EARNINGS BEFORE TAXES									0	0	0
Income Tax Expense (Benefit)									0	0	0
Income (Loss) From Continuing Operations Before Minority Interest and Income (Loss) From Equity Method Investments									0	0	0
Equity in net earnings of subsidiaries									(76)	(463)	(1,017)
Equity in net earnings of affiliates									0	0	0
NET EARNINGS									(76)	(463)	(1,017)
Less: Net earnings attributable to noncontrolling interests									0	0	0
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING									$ (76)	$ (463)	$ (1,017)

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INVESTMENTS IN AFFILIATES

12 Months Ended

Dec. 31, 2012

Equity Method Investments and Joint Ventures [Abstract]

Equity Method Investments Disclosure [Text Block]

##NAFF. INVESTMENTS IN AFFILIATES
At December 31, 2012 and 2011, the Company's ownership percentage in affiliates, which generally are engaged in the manufacture of fibrous glass and related products for the insulation, construction, reinforcements, and textile markets, included:
		Dec. 31,
		2012		2011
Arabian Fiberglass Insulation Company, Ltd. (Saudi Arabia)		49%		49%
Fiberteq LLC (United States)		50%		50%
Neptco LLC (United States)		50%		50%
The following tables provide summarized financial information on a combined 100% basis for the Company's affiliates accounted for under the equity method (in millions):
		Dec. 31,
	2012		2011
Current assets	$	53	$	57
Non-current assets	$	85	$	71
Current liabilities	$	22	$	17
Non-current liabilities	$	24	$	19

	Twelve Months Ended
	Dec. 31,
	2012		2011		2010
Net sales	$	140	$	143	$	131
Gross margin	$	11	$	14	$	14
Net earnings	$	5	$	5	$	7

Dividends received from entities accounted for under the equity method were less than $1 million for the years ended2012, 2011 and 2010. There were noundistributed earnings of affiliates for the year ended December 31, 2012.

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DERIVATIVE FINANCIAL INSTRUMENTS BALANCE SHEET (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011
Derivatives, Fair Value [Line Items]
Derivative Instruments Gain (Loss) Recognized In Other Comprehensive Income Next Twelve Months Net	$ 1
Other Current Assets [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Natural Gas Contract [Member]
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Net	0	1
Other Current Assets [Member] | Nondesignated [Member] | Other Derivatives [Member] | Foreign Exchange Contract Member
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Net	1	2
Accounts Payable and Accrued Liabilities [Member] | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Natural Gas Contract [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Net	1	4
Accounts Payable and Accrued Liabilities [Member] | Nondesignated [Member] | Other Derivatives [Member] | Natural Gas Contract [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Net	0	1
Accounts Payable and Accrued Liabilities [Member] | Nondesignated [Member] | Other Derivatives [Member] | Foreign Exchange Contract Member
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Net	3	1
Other Comprehensive Income Member | Designated as Hedging Instrument [Member] | Cash Flow Hedging [Member] | Natural Gas Contract [Member]
Derivatives, Fair Value [Line Items]
Gain Recognized in OCI, Effective Portion	0	1
Loss Recognized in OCI, Effective Portion	$ 1	$ 4

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PROPERTY, PLANT AND EQUIPMENT

12 Months Ended

Dec. 31, 2012

Property, Plant And Equipment [Abstract]

PROPERTY, PLANT AND EQUIPMENT

##NPRO. PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following (in millions):
	Dec. 31,		Dec. 31,
	2012		2011
Land	$	222	$	221
Buildings and leasehold improvements		789		727
Machinery and equipment		3,223		2,932
Construction in progress		147		268
		4,381		4,148
Accumulated depreciation		(1,478)		(1,244)
Property, plant and equipment, net	$	2,903	$	2,904

Machinery and equipment includes certain precious metals used in the Company's production tooling, which comprise approximately 18% and 20% of total machinery and equipment as of December 31, 2012 and December 31, 2011, respectively. Precious metals used in our production tooling are depleted as they are consumed during the production process, which typically represents an annual expense of less than 3% of the outstanding carrying value.

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CHANGES IN NONCONTROLLING INTERESTS

12 Months Ended

Dec. 31, 2012

Noncontrolling Interest [Abstract]

CHANGES IN NONCONTROLLING INTEREST

7.CHANGES IN NONCONTROLLING INTERESTS

In the third quarter of 2012, the Company executed a purchase agreement for the remaining noncontrolling interest of Northern Elastomeric Incorporated (“NEI”), one of the Company's consolidated subsidiaries. As a result of the purchase agreement, NEI became a wholly-owned subsidiary of the Company, with the Company providing $22 million in cash consideration. The transaction resulted in a $6 million decrease in Noncontrolling interests on the Consolidated Balance Sheets.

In the second quarter of 2009, the Company executed an amended shareholder agreement with the noncontrolling interest of Owens-Corning (India) Limited, now known as Owens-Corning (India) Private Limited (“OCIL”), one of the Company's consolidated subsidiaries. This agreement included a put/call provision outside the control of the company that was exercised in 2010.

The following table discloses the changes in noncontrolling interests on Owens Corning stockholders' equity and effects on net earnings attributable to Owens Corning (in millions):
		Twelve Months Ended
		Dec. 31,
		2012		2011		2010
Net earnings (loss) attributable to Owens Corning		$	(19)	$	276	$	933
Increase (decrease) in Owens Corning additional paid in capital for
	NEI purchase agreement		(16)		-		-
Increase (decrease) in Owens Corning additional paid in capital for
	OCIL shareholder amendment		-		-		3
Change from net earnings (loss) attributable to Owens Corning and
	change in noncontrolling interests	$	(35)	$	276	$	936

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ACQUISITIONS

12 Months Ended

Dec. 31, 2012

Business Combinations [Abstract]

Business Combination Disclosure [Text Block]

9.       ACQUISITIONS

On July 31, 2011, the Company completed the acquisitions of FiberTEK Insulation West, LLC, an insulation manufacturing operation located in Nephi, Utah and FiberTEK Insulation, LLC, an insulation manufacturing operation located in Lakeland, Florida (the "Acquisitions") from third parties unrelated to the Company ("the Sellers"). As part of the Company's global growth strategy, these acquisitions strengthen its position as a market leader in the loosefill insulation market. Operating results of these manufacturing facilities are included in the Company's Building Materials segment within the Consolidated Financial Statements beginning August 1, 2011.

The Company provided total consideration that had a fair value of $105 million at the acquisition date. Total consideration that the Company provided for the Acquisitions consisted of cash payments of $84 million to the Sellers on July 31, 2011, and $25 million in deferred payments starting in 2013 through 2018. The deferred payments are recorded at their net present value of $21 million in other liabilities on the Consolidated Balance Sheets.

Values of assets acquired and liabilities assumed at the date of the acquisitions include: $37 million in property, plant and equipment and other assets; $3 million in intangible assets; $6 million in working capital and $59 million in goodwill. The pro-forma effect of these acquisitions on revenues and earnings was not material to the twelve months ended December 31, 2011.

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PROPERTY, PLANT AND EQUIPMENT (DETAIL) (USD $) In Millions, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Property Plant And Equipment [Line Items]
Property Plant And Equipment Gross	$ 4,381	$ 4,148
Accumulated Depreciation Depletion And Amortization Property Plant And Equipment	1,478	1,244
Property, Plant and Equipment, Net, Total	2,903	2,904
Precious Metals Percentage	18.00%	20.00%
Precious Metals Depletion Percentage	3.00%
Land Member
Property Plant And Equipment [Line Items]
Property Plant And Equipment Gross	222	221
Buildings and Leasehold Improvements [Member]
Property Plant And Equipment [Line Items]
Property Plant And Equipment Gross	789	727
Machinery And Equipment Member
Property Plant And Equipment [Line Items]
Property Plant And Equipment Gross	3,223	2,932
Construction In Progress Member
Property Plant And Equipment [Line Items]
Property Plant And Equipment Gross	$ 147	$ 268

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CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Condensed Financial Statements Captions [Line Items]
NET EARNINGS	$ (16)	$ 281	$ 940
Currency translation adjustment	5	(39)	26
Pension and other postretirement adjustment (net of tax)	(56)	(80)	(36)
Deferred loss on hedging transactions (net of tax)	2	(2)	2
Comprehensive Income, Net of Tax, Including Portion Attributable to Noncontrolling Interest	(65)	160	932
Comprehensive Income Net Of Tax Attributable To Noncontrolling Interest	3	5	8
Comprehensive Income Net Of Tax	(68)	155	924
Parent Company Member
Condensed Financial Statements Captions [Line Items]
NET EARNINGS	(19)	276	933
Currency translation adjustment	5	(39)	26
Pension and other postretirement adjustment (net of tax)	(56)	(80)	(36)
Deferred loss on hedging transactions (net of tax)	2	(2)	2
Comprehensive Income, Net of Tax, Including Portion Attributable to Noncontrolling Interest	(68)	155	925
Comprehensive Income Net Of Tax Attributable To Noncontrolling Interest	0	0	0
Comprehensive Income Net Of Tax	(68)	155	925
Guarantor Subsidiaries Member
Condensed Financial Statements Captions [Line Items]
NET EARNINGS	131	314	950
Currency translation adjustment	0	0	0
Pension and other postretirement adjustment (net of tax)	0	0	0
Deferred loss on hedging transactions (net of tax)	0	0	0
Comprehensive Income, Net of Tax, Including Portion Attributable to Noncontrolling Interest	131	314	950
Comprehensive Income Net Of Tax Attributable To Noncontrolling Interest	0	0	0
Comprehensive Income Net Of Tax	131	314	950
Non Guarantor Subsidiaries Member
Condensed Financial Statements Captions [Line Items]
NET EARNINGS	(52)	154	74
Currency translation adjustment	0	0	0
Pension and other postretirement adjustment (net of tax)	0	0	0
Deferred loss on hedging transactions (net of tax)	0	0	0
Comprehensive Income, Net of Tax, Including Portion Attributable to Noncontrolling Interest	(52)	154	74
Comprehensive Income Net Of Tax Attributable To Noncontrolling Interest	3	5	8
Comprehensive Income Net Of Tax	(55)	149	66
Consolidation Eliminations Member
Condensed Financial Statements Captions [Line Items]
NET EARNINGS	(76)	(463)	(1,017)
Currency translation adjustment	0	0	0
Pension and other postretirement adjustment (net of tax)	0	0	0
Deferred loss on hedging transactions (net of tax)	0	0	0
Comprehensive Income, Net of Tax, Including Portion Attributable to Noncontrolling Interest	(76)	(463)	(1,017)
Comprehensive Income Net Of Tax Attributable To Noncontrolling Interest	0	0	0
Comprehensive Income Net Of Tax	$ (76)	$ (463)	$ (1,017)

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INVESTMENTS IN AFFILIATES (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Summarized Financial Information, Current Assets	$ 53	$ 57
Equity Method Investment, Summarized Financial Information, Noncurrent Assets	85	71
Equity Method Investment, Summarized Financial Information, Current Liabilities	22	17
Equity Method Investment, Summarized Financial Information, Noncurrent Liabilities	24	19
Equity Method Investment, Summarized Financial Information, Revenue	140	143	131
Equity Method Investment, Summarized Financial Information, Gross Profit (Loss)	11	14	14
Equity Method Investment, Summarized Financial Information, Net Income (Loss)	5	5	7
Equity Method Investment, Dividends or Distributions	$ 1
Arabian Fiberglass [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	49.00%	49.00%
Fiberteq LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	50.00%	50.00%
Neptco LLC [Member]
Schedule of Equity Method Investments [Line Items]
Equity Method Investment, Ownership Percentage	50.00%	50.00%

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GOODWILL ROLLFORWARD (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012
Goodwill [Roll Forward]
Goodwill, Beginning Balance	$ 1,144
Goodwill, Acquired During Period	0
Goodwill, Translation Adjustments	1
Goodwill, Ending Balance	1,143
Composites [Member]
Goodwill [Roll Forward]
Goodwill, Beginning Balance	57
Goodwill, Acquired During Period	0
Goodwill, Translation Adjustments	1
Goodwill, Ending Balance	56
Building Materials [Member]
Goodwill [Roll Forward]
Goodwill, Beginning Balance	1,087
Goodwill, Acquired During Period	0
Goodwill, Translation Adjustments	0
Goodwill, Ending Balance	$ 1,087

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (POLICIES)

12 Months Ended

Dec. 31, 2012

Policy Text Block [Abstract]

Business Description and Basis of Presentation Policy [Text Block]

Description of Business

Owens Corning, a Delaware corporation, is a leading global producer of glass fiber reinforcements and other materials for composite systems and of residential and commercial building materials. The Company operates within two segments: Composites, which includes the Company's Reinforcements and Downstream businesses; and Building Materials, which includes the Company's Insulation, Roofing, and Other businesses. Through these lines of business, Owens Corning manufactures and sells products worldwide. The Company maintains leading market positions in all of its major product categories.

Basis of Presentation

Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning and its subsidiaries.

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States.

Consolidation Policy Text Block

Principles of Consolidation

The Consolidated Financial Statements of the Company include the accounts of majority-owned subsidiaries. Intercompany accounts and transactions are eliminated.

Reclassifications Policy [Text Block]

Reclassifications

Certain reclassifications have been made to the 2011 and 2010 Consolidated Financial Statements and Notes to the Consolidated Financial Statements to conform to the classifications used in 2012.

Use Of Estimates

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

Revenue Recognition Policy Text Block

Revenue Recognition

Revenue is recognized when title and risk of loss pass to the customer. Provisions for discounts and rebates to customers, returns, warranties and other adjustments are provided in the same period that the related sales are recorded and are based on historical experience, current conditions and contractual obligations, as applicable.

Cost Of Sales Policy Text Block

Cost of Sales

Cost of sales includes material, labor, energy and manufacturing overhead costs, including depreciation and amortization expense associated with the manufacture and distribution of the Company's products. Distribution costs include inbound freight costs; purchasing and receiving costs; inspection costs; warehousing costs; shipping and handling costs, which include costs incurred relating to preparing, packaging, and shipping products to customers; and other costs of the Company's distribution network. All shipping and handling costs billed to the customer are included as net sales in the Consolidated Statements of Earnings (Loss).

Marketing and Admistrative Expenses Policy [Text Block]

Marketing and Administrative Expenses

Marketing and administrative expenses include selling and administrative costs, including depreciation and amortization expense, not directly associated with the manufacture and distribution of the Company's products.

Included in marketing and administrative expenses are marketing and advertising costs, which are expensed the first time the advertisement takes place. Marketing and advertising costs include advertising, substantiated customer incentive programs, and marketing communications. Marketing and advertising expenses for the years endedDecember 31, 2012, 2011, and 2010 were $109 million, $105million and $111 million, respectively.

Research And Development Expense Policy

Science and Technology Expenses

The Company incurs certain expenses related to science and technology. These expenses include salaries, building and equipment costs, utilities, administrative expenses, materials and supplies associated with the improvement and development of the Company'sproducts and manufacturing processes. These costs are expensed as incurred.

Earnings Per Share Policy Text Block

Earnings (Loss) per Share

Basic earnings (loss)per share are computed using the weighted-average number of common shares outstanding during the period. Diluted earnings (loss)per share reflect the dilutive effect of common equivalent shares and increased shares that would result from the conversion of equity securities. The effects of anti-dilution are not presented.

Cash And Cash Equivalents Policy Text Block

Cash and Cash Equivalents

The Company defines cash and cash equivalents as cash and time deposits with original maturities of three months or less when purchased.

Receivables Policy Text Block

Accounts Receivable

Trade accounts receivable are recorded at the invoiced amount and do not bear interest. The allowance for doubtful accounts is an estimate of the amount of probable credit losses in our existing accounts receivable. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered.

Inventory Policy Text Block

Inventory Valuation

Inventory costs include material, labor, and manufacturing overhead costs, including depreciation and amortization expense associated with the manufacture and distribution of the Company's products. Inventories are stated at lower of cost or market value. Cost is determined by the first-in, first-out (“FIFO”) method.

Investment Policy Text Block

Investments in Affiliates

The Company accounts for investments in affiliates of 20% to 50% ownership when the Company does not have a controlling financial interest using the equity method under which the Company's share of earnings of the affiliate is reflected in earnings and dividends are credited against the investment in affiliate when declared.

Goodwill And Intangible Assets Policy Text Block

Goodwill and Other Intangible Assets

Goodwill assets are not amortized but are tested for impairment on at least an annual basis. In the current year, the Company useda qualitative approach to determine whether it was more likely than not that the fair value of a reporting unit was less than its carrying amount.

As part of our goodwill qualitative testing process, we evaluate various factors to determine whether it is reasonably likely that management's assessment would indicate a material impact on the fair value of a reporting unit. Factors assessed in the qualitative approach are cash flow forecasts of our reporting units, the strength of our balance sheet, changes in strategic outlook or organizational structure, industry and market changes and macroeconomic indicators.If this assessment indicatesthe possibility of impairment, the income approach to test for goodwill impairment would be used unless circumstances indicate that a better estimate of fair value was available. This review is performed annually, or when circumstances would arise which indicate there may be impairment. When applying the income approach, the Company would perform a discounted cash flow analysis based on its expectations of future net earnings from each reporting unit. Significant assumptions used would include projected cash flows, discount rate, projected income tax rate and terminal business value. These inputs are considered Level 3 inputs under the fair value hierarchy as they are the Company's own data, and are unobservable in the marketplace. See Note 5 to the Consolidated Financial Statements for further discussion.

Other indefinite-lived intangible assets are not amortized but are tested for impairment on at least an annual basisor when determined to have a finite useful life. Substantially all of the indefinite-lived intangible assets are in trademarks and trade names. The Company uses the royalty relief approach to determine whether it is more likely than not that the fair value of these assets is less than its carrying amount. This review is performed annually, or when circumstances arise which indicate there may be impairment. When applying the royalty relief approach, the Company performs a discounted cash flow analysis based on the value derived from owning these trademarks and trade names and being relieved from paying royalty to third parties. Significant assumptions used include projected cash flows, discount rate, projected income tax rate and terminal business value. These inputs are considered Level 3 inputs under the fair value hierarchy as they are the Company's own data, and are unobservable in the marketplace.

Identifiable intangible assets with a determinable useful life are amortized over that determinable life. Amortization expense for the years ended December 31, 2012, 2011 and 2010was $21 million, $22 million and $21 million, respectively. See Note 5 to the Consolidated Financial Statements for further discussion.

Property Plant And Equipment Policy Text Block

Properties and Depreciation

Property, plant and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. Property, plant and equipment accounts are relieved of the cost and related accumulated depreciation when assets are disposed of or otherwise retired. Precious metals used in our production tooling are included in property, plant and equipment and are depleted as they are consumed during the production process. Depletion typically represents an annual expense of less than 3 percent of the outstanding value and is recorded in cost of sales on the Consolidated Statements of Earnings (Loss). For the years ended December 31, 2012, 2011 and 2010 depreciation expense was $328 million, $296 million and $299 million, respectively.

The range of useful lives for the major components of the Company's plant and equipment is as follows:

Buildings and leasehold improvements       15 – 40 years

Machinery and equipment       

Furnaces                      4 – 15 years

Information systems               5 – 10 years

Equipment              5 – 20 years

Expenditures for normal maintenance and repairs are expensed as incurred.

Asset Impairments Policy [Text Block]

Asset Impairments

The Company exercises judgment in evaluating tangible and intangible long-lived assets for impairment. This requires significant assumptions including projected cash flows, projected income tax rate and terminal business value. These inputs are considered Level 3 inputs under the fair value hierarchy as they are the Company's own data, and are unobservable in the marketplace. Changes in management intentions, market conditions or operating performance could indicate that impairment charges might be necessary that would be material to the Company's Consolidated Financial Statements in any given period.

Income Tax Policy Text Block

Income Taxes

The Company recognizes current tax liabilities and assets for the estimated taxes payable or refundable on the tax returns for the current year. Deferred tax balances reflect the impact of temporary differences between the carrying amount of assets and liabilities and their tax basis. Amounts are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. In addition, realization of certain deferred tax assets is dependent upon our ability to generate future taxable income. The Company records a valuation allowance to reduce its deferred tax assets to the amount that it believes is more likely than not to be realized. In addition, the Company estimates tax reserves to cover potential taxing authority claims for income taxes and interest attributable to audits of open tax years.

Value Added Tax Policy [Text Block]

Taxes Collected from Customers and Remitted to Government Authorities and Taxes Paid to Vendors

Taxes are assessed by various governmental authorities at different rates on many different types of transactions.  The Company charges sales tax or Value Added Tax (“VAT”) on sales to customers where applicable, as well as capture and claim back all available VAT that has been paid on purchases.  VAT is recorded in separate payable or receivable accounts and does not affect revenue or cost of sales line items in the income statement.  VAT receivable is recorded as a percentage of qualifying purchases at the time the vendor invoice is processed.  VAT payable is recorded as a percentage of qualifying sales at the time an Owens Corning sale to a customer subject to VAT occurs.  Amounts are paid to the taxing authority according to the method and collection prescribed by local regulations.  Where applicable, VAT payable is netted against VAT receivable. The Company also pays sales tax to vendors who include a tax, required by government regulations, to the purchase price charged to the Company.

Pension And Other Postretirement Plans Policy

Pension and Other Postretirement Benefits

Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, extensive use is made of assumptions about investment returns, discount rates, inflation, mortality, turnover and medical costs.

Derivatives Policy Text Block

Derivative Financial Instruments

The Company recognizes all derivative instruments as either assets or liabilities at fair value on the balance sheet. To the extent that a derivative is effective as a cash flow hedge, the change in fair value of the derivative is deferred in accumulated other comprehensive deficit (“OCI”). Any portion considered to be ineffective is reported in earnings immediately. To the extent that a derivative is effective as a fair value hedge, the change in the fair value of the derivative is offset by the change in the fair value of the item being hedged in theConsolidated Statements of Earnings (Loss). See Note 4 to the Consolidated Financial Statements for further discussion.

Foreign Currency Transactions And Translations Policy Text Block

Foreign Currency

The functional currency of the Company's subsidiaries is generally the applicable local currency. Assets and liabilities of foreign subsidiaries are translated into United States dollars at the period-end rate of exchange, and their Statements of Earnings (Loss)and Statements of Cash Flows are converted on an ongoing basis at the monthly average rate. The resulting translation adjustment is included in accumulated OCI in the Consolidated Balance Sheets and Consolidated Statements of Stockholders' Equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the Consolidated Statements of Earnings (Loss) as incurred. The Company recorded a foreign currency transaction loss of $3 million, a gain of $5 million and aloss of $8 million during the yearsended December 31, 2012, 2011, and 2010, respectively.

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EARNINGS PER SHARE (TABLE)

12 Months Ended

Dec. 31, 2012

Earnings Per Share Abstract

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

22. EARNINGS PER SHARE
The following table summarizes the number of shares outstanding as well as our basic and diluted earnings per share for the years ended December 31, 2012, 2011 and 2010 (in millions, except per share amounts):
			Twelve Months Ended
			Dec. 31,
		2012		2011		2010
Net earnings (loss) attributable to Owens Corning		$	(19)	$	276	$	933
Weighted-average number of shares outstanding used for
	basic earnings per share		119.4		122.5		125.6
Non-vested restricted and performance shares			-		0.7		0.8
Options to purchase common stock			-		0.3		0.2
Weighted-average number of shares outstanding and common
	equivalent shares used for diluted earnings per share		119.4		123.5		126.6
Earnings (loss) per common share attributable to Owens Corning common
	stockholders:
	Basic	$	(0.16)	$	2.25	$	7.43
	Diluted	$	(0.16)	$	2.23	$	7.37

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COST REDUCTION ACTIONS

12 Months Ended

Dec. 31, 2012

Restructuring and Related Activities [Abstract]

Restructuring and Related Activities Disclosure [Text Block]

14.       COST REDUCTION ACTIONS

2012 Cost Reduction Actions

As a result of evaluating market conditions, we took actions to improve the competitive position of our global manufacturing network by closing certain facilities primarily in Europe along with other actions that align with our objectives in the region. In conjunction with these actions, the Company recorded $136 million in charges related to cost reduction actions and related items for thetwelve months ended 2012; of which, $51 million is related to severance and is included in charges related to cost reduction actions on the Consolidated Statements of Earnings (Loss) and $85 million is related to other charges. The $85 million of other charges is included in cost of sales on the Consolidated Statements of Earnings (Loss) and consist of $55 million in accelerated depreciation and $30 million in other related charges.Cash payments related to these activities are expected to continue through 2015.

Composites

The Company recorded $131 million in charges related to cost reduction actions and related items for the twelve months ended 2012; of which $49 million is related to severance costs and $82 million is related to other charges. The $82 million of other charges consist of $55 million in accelerated depreciation and $27 million in other related charges. Of the $131 million in total charges, $120 million related to actions taken in Europe to improve the competitive position of our global manufacturing network and the remaining $11 million related to other global actions taken in the fourth quarter of 2012.

The Company anticipates incurring approximately $15 million in additional charges throughout 2013 related to these actions, of which approximately $2 million will be presented as charges related to cost reduction actions on the Consolidated Statements of Earnings (Loss).

Building Materials

In the first quarter of 2012, the Company's actions resulted in $5 million in charges, comprised of $2 million in severance costs and $3 million of other charges.

The following table summarizes the status of the unpaid liabilities from the Company's 2012 cost reduction actions (in millions):
	Beginning Balance Dec. 31, 2011		Costs Incurred		Payments			Ending Balance Dec. 31, 2012	Cumulative Charges Incurred
Severance	$	-	$	51	$	6	$	45	$	51
Total	$	-	$	51	$	6	$	45	$	51

2010 Cost Reduction Actions

As part of the Company's continuing review of its manufacturing network, actions were taken during 2010 to further balance global capacity and respond to market conditions. No charges related to these actions were incurred during the twelve months ended December 31, 2012. During the twelve months ended December 31, 2010, the Company recorded $40 million in charges related to these cost reduction actions and related items; of which $29 million related to severance and are presented in charges related to cost reduction actions on the Consolidated Statements of Earnings (Loss) and $11 million related to accelerated depreciation expense and are included in cost of sales on the Consolidated Statements of Earnings (Loss). Payments related to these actions have all been paid as of December 31, 2012.

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ACCUMULATED OTHER COMPREHENSIVE INCOME

12 Months Ended

Dec. 31, 2012

Comprehensive Income (Loss), Net of Tax, Including Portion Attributable to Noncontrolling Interest [Abstract]

COMPREHENSIVE EARNINGS

20.       ACCUMULATED OTHER COMPREHENSIVE INCOME

A summary of the balances within each classification of accumulated OCI (deficit) as of December 31, 2012 and 2011 follows (in millions):
	Twelve Months Ended
	Dec. 31,
	2012		2011
Currency translation adjustment	$	29	$	24
Pension and other postretirement adjustment, net of tax		(393)		(337)
Deferred loss on hedging transactions, net of tax		-		(2)
Accumulated OCI (deficit)	$	(364)	$	(315)

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ACCUMULATED OTHER COMPREHENSIVE INCOME (TABLE)

12 Months Ended

Dec. 31, 2012

Comprehensive deficit:

Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block]

A summary of the balances within each classification of accumulated OCI (deficit) as of December 31, 2012 and 2011 follows (in millions):
	Twelve Months Ended
	Dec. 31,
	2012		2011
Currency translation adjustment	$	29	$	24
Pension and other postretirement adjustment, net of tax		(393)		(337)
Deferred loss on hedging transactions, net of tax		-		(2)
Accumulated OCI (deficit)	$	(364)	$	(315)

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INVESTMENTS IN AFFILIATES (TABLE)

12 Months Ended

Dec. 31, 2012

Equity Method Investments and Joint Ventures [Abstract]

Ownership Percentage in Affiliates [Table Text Block]

##NAFF. INVESTMENTS IN AFFILIATES
At December 31, 2012 and 2011, the Company's ownership percentage in affiliates, which generally are engaged in the manufacture of fibrous glass and related products for the insulation, construction, reinforcements, and textile markets, included:
	Dec. 31,
	2012	2011
Arabian Fiberglass Insulation Company, Ltd. (Saudi Arabia)	49%	49%
Fiberteq LLC (United States)	50%	50%
Neptco LLC (United States)	50%	50%

Summarized Balance Sheet Information of Affiliates [Table Text Block]

The following tables provide summarized financial information on a combined 100% basis for the Company's affiliates accounted for under the equity method (in millions):
		Dec. 31,
	2012		2011
Current assets	$	53	$	57
Non-current assets	$	85	$	71
Current liabilities	$	22	$	17
Non-current liabilities	$	24	$	19

Summarized Statement of Earnings Information of Affiliates [Table Text Block]

	Twelve Months Ended
	Dec. 31,
	2012		2011		2010
Net sales	$	140	$	143	$	131
Gross margin	$	11	$	14	$	14
Net earnings	$	5	$	5	$	7

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CONSOLIDATED BALANCE SHEETS (Parentheticals) (USD $) In Millions, except Per Share data, unless otherwise specified	Dec. 31, 2012	Dec. 31, 2011
Consolidated Balance Sheets Parentheticals [Abstract]
Allowance for doubtful accounts	$ 17	$ 15
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	10	10
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	400	400
Common stock, issued	135.6	134.4
Common stock, outstanding	118.3	120.9
Treasury stock shares	17.3	13.5

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INVENTORIES

12 Months Ended

Dec. 31, 2012

Inventories Abstract

INVENTORIES

##NINV. INVENTORIES
Inventories consist of the following (in millions):
	Dec. 31,
	2012		2011
Finished goods	$	554	$	597
Materials and supplies		232		198
Total inventories	$	786	$	795

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SEGMENT INFORMATION (DETAIL) (USD $) In Millions, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010	Dec. 31, 2009
Segment Reporting, Significant Reconciling Item [Line Items]
Assets	$ 7,568				$ 7,527				$ 7,568	$ 7,527
Property, plant and equipment, net	2,903				2,904				2,903	2,904
Depreciation and amortization									349	318	320
Additions to plant and equipment									332	442	314
Restructuring Charges and Related Items									(136)	(17)	(40)
Acquisition Integration and Transaction Costs									0	0	(13)
Net Precious Metal Lease Expense									0	0	(2)
(Gain) Loss on Sale of Assets and Other Expenses									0	16	(120)
Employee emergence equity program expense									0	0	0
Gains Losses Related to Hurricane Sandy									(9)	0	0
General Corporate Expense									(91)	(71)	(75)
Earnings Before Interest And Taxes	16	59	85	(12)	88	177	135	61	148	461	206
Cash and cash equivalents	55				52				55	52	52	564
Deferred Tax Assets (Liabilities), Net	604				538				604	538
Investments in and Advances to Affiliates, Balance, Principal Amount	51				55				51	55
Corporate Property, Plant and Equipment, Net	548				533				548	533
United States [Member]
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues									3,504	3,552	3,231
Property, plant and equipment, net	1,460				1,487				1,460	1,487
Europe [Member]
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues									558	619	573
Property, plant and equipment, net	576				613				576	613
Asia Pacific [Member]
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues									639	674	678
Property, plant and equipment, net	272				265				272	265
Canada [Member]
Segment Reporting, Significant Reconciling Item [Line Items]
Property, plant and equipment, net	226				216				226	216
Other Geographical [Member]
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues									471	490	515
Property, plant and equipment, net	369				323				369	323
Composites [Member]
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues									1,859	1,976	1,906
Income (Loss) from Operations before Interest and Taxes Attributable to Segments									91	201	175
Assets	2,414				2,471				2,414	2,471
Depreciation and amortization									123	128	117
Additions to plant and equipment									167	256	152
Building Materials [Member]
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues									3,482	3,537	3,243
Income (Loss) from Operations before Interest and Taxes Attributable to Segments									293	332	281
Assets	3,896				3,878				3,896	3,878
Depreciation and amortization									143	157	168
Additions to plant and equipment									127	151	138
General Corporate [Member]
Segment Reporting, Significant Reconciling Item [Line Items]
Depreciation and amortization									83	33	35
Additions to plant and equipment									38	35	24
Corporate Eliminations [Member]
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues									(169)	(178)	(152)
Roofing [Member]
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues									2,014	2,169	1,847
Insulation [Member]
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues									$ 1,468	$ 1,368	$ 1,309

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QUARTERLY FINANCIAL INFORMATION (DETAIL) (USD $) In Millions, except Per Share data, unless otherwise specified	3 Months Ended								12 Months Ended
	Dec. 31, 2012	Sep. 30, 2012	Jun. 30, 2012	Mar. 31, 2012	Dec. 31, 2011	Sep. 30, 2011	Jun. 30, 2011	Mar. 31, 2011	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Selected Quarterly Financial Information [Abstract]
NET SALES	$ 1,159	$ 1,276	$ 1,391	$ 1,346	$ 1,196	$ 1,450	$ 1,451	$ 1,238	$ 5,172	$ 5,335	$ 4,997
COST OF SALES	989	1,074	1,152	1,160	966	1,133	1,172	1,036	4,375	4,307	4,041
Gross margin	170	202	239	186	230	317	279	202	797	1,028	956
Earnings Before Interest And Taxes	16	59	85	(12)	88	177	135	61	148	461	206
Interest expense, net	29	29	28	28	27	28	28	25	114	108	110
Less: Income tax expense (benefit)	(36)	(14)	17	5	11	23	29	11	(28)	74	(840)
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	(56)	44	39	(46)	50	124	78	24	(19)	276	933
Earnings Per Share Basic	$ (0.47)	$ 0.37	$ 0.32	$ (0.38)	$ 0.41	$ 1.02	$ 0.63	$ 0.19	$ (0.16)	$ 2.25	$ 7.43
Earnings Per Share Diluted	$ (0.47)	$ 0.37	$ 0.32	$ (0.38)	$ 0.41	$ 1.01	$ 0.62	$ 0.19	$ (0.16)	$ 2.23	$ 7.37
Prior Period Adjustment Abstract
Prior Period Adjustment, Revenue, Pre Tax			1							4
Prior Period Adjustment, Revenue, After Tax			1							4
Prior Period Adjustment, Expense, Pre Tax	3	7		4
Prior Period Adjustment, Expense, After Tax	$ 2	$ 3		$ 3

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LEASES (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Operating Leases, Future Minimum Payments Due [Abstract]
Operating Leases, Future Minimum Payments Due, Current	$ 51
Operating Leases, Future Minimum Payments, Due in Two Years	40
Operating Leases, Future Minimum Payments, Due in Three Years	26
Operating Leases, Future Minimum Payments, Due in Four Years	19
Operating Leases, Future Minimum Payments, Due in Five Years	13
Operating Leases, Future Minimum Payments, Due Thereafter	50
Operating Leases, Rent Expense	$ 79	$ 74	$ 70

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WARRANTS

12 Months Ended

Dec. 31, 2012

Warrants and Rights Note Disclosure [Abstract]

Warrants or Rights Outstanding [Text Block]

21.       WARRANTS

The Company issued 17.5 million Series A warrants (representing the right to purchases one share of the Company's common stock for $43.00) and 7.8million Series B warrants (representing the right to purchase one share of the Company's common stock for $45.25) onOctober 31, 2006, all of which remain outstanding and exercisable as of December 31, 2012.Such warrants expire on October 31, 2013. The Company has accounted for these warrants as equity instruments since there is no option for cash or net-cash settlement when the warrants are exercised. Future exercises and forfeitures will reduce the amount of warrants. Exercises will increase the amount of common stock outstanding and additional paid in capital.

The aggregate fair value of the warrants at October 31, 2006 of $143 million and $60 million for the Series A warrants and Series B warrants, respectively, was estimated using the Black-Scholes valuation method with the following weighted-average assumptions:

	Warrants
	Series A	Series B
Expected annual dividends	1.5%	1.5%
Risk free interest rate	4.6%	4.6%
Expected term (in years)	7.0	7.0
Volatility	34.0%	34.0%

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (DETAIL) (USD $) In Millions, unless otherwise specified	12 Months Ended
	Dec. 31, 2012	Dec. 31, 2011	Dec. 31, 2010
Defined Contribution Pension and Other Postretirement Plans Disclosure [Abstract]
Defined Contribution Plan, Company Match Regardless of Employee Contribution	2.00%
Defined Contribution Plan, Cost Recognized	$ 30	$ 27	$ 30
Pension Plans, Defined Benefit [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Defined Benefit Plan, Benefit Obligation, Beginning Balance	1,608	1,538
Defined Benefit Plan, Service Cost	15	14	14
Defined Benefit Plan, Interest Cost	72	78	78
Defined Benefit Plan, Actuarial Net (Gains) Losses	145	99
Defined Benefit Plan, Foreign Currency Exchange Rate Changes, Benefit Obligation	16	(7)
Defined Benefit Plan, Benefits Paid	(110)	(108)
Defined Benefit Plan, Curtailments	(6)	(4)
Defined Benefit Plan, Change in Benefit Obligation, Other	2	(2)
Defined Benefit Plan, Benefit Obligation, Ending Balance	1,741	1,608	1,538
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Beginning Balance	1,172	1,131
Defined Benefit Plan, Actual Return on Plan Assets	139	39
Defined Benefit Plan, Foreign Currency Exchange Rate Changes, Plan Assets	12	(5)
Defined Benefit Plan, Contributions by Employer	50	117
Defined Benefit Plan, Benefits Paid	(110)	(108)
Defined Benefit Plan, Purchases, Sales, and Settlements	(3)	(2)
Defined Benefit Plan, Change in Fair Value of Plan Assets, Other	0	0
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	1,260	1,172	1,131
Defined Benefit Plan, Funded Status of Plan [Abstract]
Defined Benefit Plan, Funded Status of Plan	(481)	(436)
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Defined Benefit Plan, Assets for Plan Benefits	1	4
Pension and Other Postretirement Defined Benefit Plans, Current Liabilities	(2)	(5)
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent	(480)	(435)
Defined Benefit Plan, Amounts Recognized in Balance Sheet	(481)	(436)
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract]
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax	(491)	(429)
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), after Tax	44	99
Pension and Other Postretirement Benefit Plans, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year	20
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract]
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Projected Benefit Obligation	1,698	1,605
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Accumulated Benefit Obligation	1,674	1,547
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Fair Value of Plan Assets	1,221	1,166
Defined Benefit Plan, Plans with Plan Assets in Excess of Accumulated Benefit Obligations [Abstract]
Defined Benefit Plan, Pension Plans with Plan Assets in Excess of Accumulated Benefit Obligations, Aggregate Projected Benefit Obligation	43	3
Defined Benefit Plan, Pension Plans with Plan Assets in Excess of Accumulated Benefit Obligations, Aggregate Accumulated Benefit Obligation	33	3
Defined Benefit Plan, Pension Plans with Plan Assets in Excess of Accumulated Benefit Obligations, Aggregate Fair Value of Plan Assets	39	6
Defined Benefit Plan, Accumulated Benefit Obligation	1,707	1,550
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan, Service Cost	15	14	14
Defined Benefit Plan, Interest Cost	72	78	78
Defined Benefit Plan, Expected Return on Plan Assets	(86)	(91)	(87)
Defined Benefit Plan, Amortization of Gains (Losses)	29	15	3
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments	0	0	(1)
Defined Benefit Plan, Net Periodic Benefit Cost	30	16	7
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract]
Defined Benefit Plan, Expected Future Benefit Payments in Year One	102
Defined Benefit Plan, Expected Future Benefit Payments in Year Two	101
Defined Benefit Plan, Expected Future Benefit Payments in Year Three	104
Defined Benefit Plan, Expected Future Benefit Payments in Year Four	105
Defined Benefit Plan, Expected Future Benefit Payments in Year Five	104
Defined Benefit Plan, Expected Future Benefit Payments in Five Fiscal Years Thereafter	515
United States Pension Plans Of US Entity Defined Benefit Member
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Defined Benefit Plan, Benefit Obligation, Beginning Balance	1,105	1,050
Defined Benefit Plan, Service Cost	9	9
Defined Benefit Plan, Interest Cost	49	53
Defined Benefit Plan, Actuarial Net (Gains) Losses	111	81
Defined Benefit Plan, Foreign Currency Exchange Rate Changes, Benefit Obligation	0	0
Defined Benefit Plan, Benefits Paid	(87)	(87)
Defined Benefit Plan, Curtailments	0	(1)
Defined Benefit Plan, Change in Benefit Obligation, Other	0	0
Defined Benefit Plan, Benefit Obligation, Ending Balance	1,187	1,105	1,050
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Beginning Balance	812	767
Defined Benefit Plan, Actual Return on Plan Assets	99	38
Defined Benefit Plan, Foreign Currency Exchange Rate Changes, Plan Assets	0	0
Defined Benefit Plan, Contributions by Employer	32	94
Defined Benefit Plan, Benefits Paid	(87)	(87)
Defined Benefit Plan, Purchases, Sales, and Settlements	0	0
Defined Benefit Plan, Change in Fair Value of Plan Assets, Other	0	0
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	856	812	767
Defined Benefit Plan, Funded Status of Plan [Abstract]
Defined Benefit Plan, Funded Status of Plan	(331)	(293)
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Defined Benefit Plan, Assets for Plan Benefits	0	0
Pension and Other Postretirement Defined Benefit Plans, Current Liabilities	0	0
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent	(331)	(293)
Defined Benefit Plan, Amounts Recognized in Balance Sheet	(331)	(293)
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract]
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), after Tax	(396)	(347)
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract]
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Projected Benefit Obligation	1,187	1,105
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Accumulated Benefit Obligation	1,187	1,105
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Fair Value of Plan Assets	856	812
Defined Benefit Plan, Plans with Plan Assets in Excess of Accumulated Benefit Obligations [Abstract]
Defined Benefit Plan, Pension Plans with Plan Assets in Excess of Accumulated Benefit Obligations, Aggregate Projected Benefit Obligation	0	0
Defined Benefit Plan, Pension Plans with Plan Assets in Excess of Accumulated Benefit Obligations, Aggregate Accumulated Benefit Obligation	0	0
Defined Benefit Plan, Pension Plans with Plan Assets in Excess of Accumulated Benefit Obligations, Aggregate Fair Value of Plan Assets	0	0
Defined Benefit Plan, Accumulated Benefit Obligation	1,187	1,105
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate	3.80%	4.60%
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Expected Long-term Return on Assets	7.50%	7.25%
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase	0.00%	0.00%
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan, Service Cost	9	9
Defined Benefit Plan, Interest Cost	49	53
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate	4.60%	5.30%	5.80%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets	7.25%	7.75%	8.00%
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract]
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year	20
Defined Benefit Plan, Assets, Target Allocations [Abstract]
Defined Benefit Plan, Target Allocation Percentage of Assets, Equity Securities	38.00%
Defined Benefit Plan, Target Allocation Percentage of Assets, Real Estate	3.00%
Defined Benefit Plan, Target Allocation Percentage of Assets, Real Assets	6.00%
Defined Benefit Plan, Target Allocation Percentage of Assets, Fixed Income Securities	47.00%
Defined Benefit Plan, Target Allocation Percentage of Assets, Absolute Return Securities	6.00%
United States Pension Plans Of US Entity Defined Benefit Member | Fair Value Inputs Level 1 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	279	252
United States Pension Plans Of US Entity Defined Benefit Member | Fair Value Inputs Level 2 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	577	560
United States Pension Plans Of US Entity Defined Benefit Member | Equity Funds, Domestic, Actively Managed [Member] | Fair Value Inputs Level 1 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	129	113
United States Pension Plans Of US Entity Defined Benefit Member | Equity Funds, Domestic, Passive Index [Member] | Fair Value Inputs Level 2 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	55	49
United States Pension Plans Of US Entity Defined Benefit Member | Equity Funds, International, Actively Managed [Member] | Fair Value Inputs Level 1 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	122	101
United States Pension Plans Of US Entity Defined Benefit Member | Equity Funds, International, Passive Index [Member] | Fair Value Inputs Level 2 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	27	16
United States Pension Plans Of US Entity Defined Benefit Member | Cash and Cash Equivalents [Member] | Fair Value Inputs Level 1 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	1	15
United States Pension Plans Of US Entity Defined Benefit Member | Short-term Debt Securities [Member] | Fair Value Inputs Level 2 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	24	3
United States Pension Plans Of US Entity Defined Benefit Member | Corporate Debt Securities [Member] | Fair Value Inputs Level 2 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	274	292
United States Pension Plans Of US Entity Defined Benefit Member | US Treasury and Government [Member] | Fair Value Inputs Level 2 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	94	101
United States Pension Plans Of US Entity Defined Benefit Member | Hedge Funds [Member] | Fair Value Inputs Level 2 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	76	68
United States Pension Plans Of US Entity Defined Benefit Member | Real Estate [Member] | Fair Value Inputs Level 1 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	27	23
United States Pension Plans Of US Entity Defined Benefit Member | Asset-backed Securities [Member] | Fair Value Inputs Level 2 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	27	31
Foreign Pension Plans Defined Benefit Member
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Defined Benefit Plan, Benefit Obligation, Beginning Balance	503	488
Defined Benefit Plan, Service Cost	5	5
Defined Benefit Plan, Interest Cost	23	25
Defined Benefit Plan, Actuarial Net (Gains) Losses	34	18
Defined Benefit Plan, Foreign Currency Exchange Rate Changes, Benefit Obligation	16	(7)
Defined Benefit Plan, Benefits Paid	(23)	(21)
Defined Benefit Plan, Curtailments	(6)	(3)
Defined Benefit Plan, Change in Benefit Obligation, Other	2	(2)
Defined Benefit Plan, Benefit Obligation, Ending Balance	554	503	488
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Beginning Balance	360	364
Defined Benefit Plan, Actual Return on Plan Assets	40	1
Defined Benefit Plan, Foreign Currency Exchange Rate Changes, Plan Assets	12	(5)
Defined Benefit Plan, Contributions by Employer	18	23
Defined Benefit Plan, Benefits Paid	(23)	(21)
Defined Benefit Plan, Purchases, Sales, and Settlements	(3)	(2)
Defined Benefit Plan, Change in Fair Value of Plan Assets, Other	0	0
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	404	360	364
Defined Benefit Plan, Funded Status of Plan [Abstract]
Defined Benefit Plan, Funded Status of Plan	(150)	(143)
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Defined Benefit Plan, Assets for Plan Benefits	1	4
Pension and Other Postretirement Defined Benefit Plans, Current Liabilities	(2)	(5)
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent	(149)	(142)
Defined Benefit Plan, Amounts Recognized in Balance Sheet	(150)	(143)
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract]
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), after Tax	(95)	(82)
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets [Abstract]
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Projected Benefit Obligation	511	500
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Accumulated Benefit Obligation	487	442
Defined Benefit Plan, Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets, Aggregate Fair Value of Plan Assets	365	354
Defined Benefit Plan, Plans with Plan Assets in Excess of Accumulated Benefit Obligations [Abstract]
Defined Benefit Plan, Pension Plans with Plan Assets in Excess of Accumulated Benefit Obligations, Aggregate Projected Benefit Obligation	43	3
Defined Benefit Plan, Pension Plans with Plan Assets in Excess of Accumulated Benefit Obligations, Aggregate Accumulated Benefit Obligation	33	3
Defined Benefit Plan, Pension Plans with Plan Assets in Excess of Accumulated Benefit Obligations, Aggregate Fair Value of Plan Assets	39	6
Defined Benefit Plan, Accumulated Benefit Obligation	520	445
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate	4.10%	4.65%
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Expected Long-term Return on Assets	6.13%	7.23%
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Rate of Compensation Increase	3.50%	3.75%
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan, Service Cost	5	5
Defined Benefit Plan, Interest Cost	23	25
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate	4.65%	5.21%	5.41%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Expected Long-term Return on Assets	7.23%	7.25%	7.25%
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Rate of Compensation Increase	3.75%	3.86%	3.92%
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract]
Defined Benefit Plan, Estimated Future Employer Contributions in Next Fiscal Year	18
Foreign Pension Plans Defined Benefit Member | Fair Value Inputs Level 1 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	85	78
Foreign Pension Plans Defined Benefit Member | Fair Value Inputs Level 2 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	319	282
Foreign Pension Plans Defined Benefit Member | Equity Funds, Domestic, Actively Managed [Member] | Fair Value Inputs Level 1 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	29	32
Foreign Pension Plans Defined Benefit Member | Equity Funds, Domestic, Passive Index [Member] | Fair Value Inputs Level 2 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	0	98
Foreign Pension Plans Defined Benefit Member | Equity Funds, International, Actively Managed [Member] | Fair Value Inputs Level 1 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	55	46
Foreign Pension Plans Defined Benefit Member | Equity Funds, International, Passive Index [Member] | Fair Value Inputs Level 2 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	32	18
Foreign Pension Plans Defined Benefit Member | Cash and Cash Equivalents [Member] | Fair Value Inputs Level 1 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	1
Foreign Pension Plans Defined Benefit Member | Corporate Debt Securities [Member] | Fair Value Inputs Level 2 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	185	166
Foreign Pension Plans Defined Benefit Member | Hedge Funds [Member] | Fair Value Inputs Level 2 Member
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Fair Value of Plan Assets, Ending Balance	102
Other Postretirement Benefit Plans, Defined Benefit [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Defined Benefit Plan, Benefit Obligation, Beginning Balance	264	300
Defined Benefit Plan, Service Cost	3	3	3
Defined Benefit Plan, Interest Cost	11	14	15
Defined Benefit Plan, Actuarial Net (Gains) Losses	17	(2)
Defined Benefit Plan, Foreign Currency Exchange Rate Changes, Benefit Obligation	1	(1)
Defined Benefit Plan, Plan Amendments	(3)	(30)
Defined Benefit Plan, Benefits Paid	(20)	(18)
Defined Benefit Plan, Curtailments	0	(2)
Defined Benefit Plan, Change in Benefit Obligation, Other	0	0
Defined Benefit Plan, Benefit Obligation, Ending Balance	273	264	300
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Benefits Paid	(20)	(18)
Defined Benefit Plan, Funded Status of Plan [Abstract]
Defined Benefit Plan, Funded Status of Plan	(273)	(264)
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Pension and Other Postretirement Defined Benefit Plans, Current Liabilities	(21)	(25)
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent	(252)	(239)
Defined Benefit Plan, Amounts Recognized in Balance Sheet	(273)	(264)
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract]
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax	37	59
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Gain (Loss), before Tax	9	29
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax	28	30
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), after Tax	14	19
Pension and Other Postretirement Benefit Plans, Amounts that Will be Amortized from Accumulated Other Comprehensive Income (Loss) in Next Fiscal Year	5
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan, Service Cost	3	3	3
Defined Benefit Plan, Interest Cost	11	14	15
Defined Benefit Plan, Amortization of Prior Service Cost (Credit)	(4)
Defined Benefit Plan, Amortization of Gains (Losses)	(3)	(1)	0
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Settlements and Curtailments	(1)	(2)	0
Defined Benefit Plan, Net Periodic Benefit Cost	6	14	18
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract]
Defined Benefit Plan, Expected Future Benefit Payments, Excluding Prescription Drug Subsidy Receipts, in Year One	22
Defined Benefit Plan, Expected Future Benefit Payments, Excluding Prescription Drug Subsidy Receipts, in Year Two	22
Defined Benefit Plan, Expected Future Benefit Payments, Excluding Prescription Drug Subsidy Receipts, in Year Three	22
Defined Benefit Plan, Expected Future Benefit Payments, Excluding Prescription Drug Subsidy Receipts, in Year Four	21
Defined Benefit Plan, Expected Future Benefit Payments, Excluding Prescription Drug Subsidy Receipts, in Year Five	21
Defined Benefit Plan, Expected Future Benefit Payments, Excluding Prescription Drug Subsidy Receipts, in Five Fiscal Years Thereafter	95
Defined Benefit Plan, Effect of One-Percentage Point Change in Assumed Health Care Cost Trend Rates [Abstract]
Defined Benefit Plan, Effect of One Percentage Point Increase on Service and Interest Cost Components	1
Defined Benefit Plan, Effect of One Percentage Point Decrease on Service and Interest Cost Components	(1)
Defined Benefit Plan, Effect of One Percentage Point Increase on Accumulated Postretirement Benefit Obligation	10
Defined Benefit Plan, Effect of One Percentage Point Decrease on Accumulated Postretirement Benefit Obligation	(9)
Postemployment Benefits [Abstract]
Defined Benefit Plans, General Information	The Company maintains health care and life insurance benefit plans for certain retired employees and their dependents. The health care plans in the United States are non-funded and pay either (1) stated percentages of covered medically necessary expenses, after subtracting payments by Medicare or other providers and after stated deductibles have been met, or (2) fixed amounts of medical expense reimbursement. Employees become eligible to participate in the United States health care plans upon retirement if they have accumulated 10 years of service after age 45, 48 or 50, depending on the category of employee. For employees hired after December 31, 2005, the Company does not provide subsidized retiree health care. Some of the plans are contributory, with some retiree contributions adjusted annually. The Company has reserved the right to change or eliminate these benefit plans subject to the terms of collective bargaining agreements. In the fourth quarter of 2011, the Company ratified certain plan amendments which reduced the projected benefit obligation at year end by approximately $30 million. The Company will implement an Employee Group Waiver Plan (EGWP) effective January 1, 2013 to manage its prescription drug benefits for certain retiree groups. The Company also negotiated with certain unionized employees to increase the eligibility age for retiree medical benefits and to eliminate the post-65 retiree reimbursement account benefit for employees retiring on or after January 1, 2014.
Postemployment Benefits Liability	22	28
Postemployment Benefits, Period Expense	1
United States Postretirement Benefit Plans of US Entity, Defined Benefit [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Defined Benefit Plan, Benefit Obligation, Beginning Balance	244	279
Defined Benefit Plan, Service Cost	3	3
Defined Benefit Plan, Interest Cost	10	13
Defined Benefit Plan, Actuarial Net (Gains) Losses	17	(4)
Defined Benefit Plan, Foreign Currency Exchange Rate Changes, Benefit Obligation	0	0
Defined Benefit Plan, Plan Amendments	(3)	(30)
Defined Benefit Plan, Benefits Paid	(19)	(17)
Defined Benefit Plan, Curtailments	0	0
Defined Benefit Plan, Change in Benefit Obligation, Other	0	0
Defined Benefit Plan, Benefit Obligation, Ending Balance	252	244	279
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Benefits Paid	(19)	(17)
Defined Benefit Plan, Funded Status of Plan [Abstract]
Defined Benefit Plan, Funded Status of Plan	(252)	(244)
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Pension and Other Postretirement Defined Benefit Plans, Current Liabilities	(20)	(24)
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent	(232)	(220)
Defined Benefit Plan, Amounts Recognized in Balance Sheet	(252)	(244)
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract]
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax	32	54
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Gain (Loss), before Tax	4	24
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax	28	30
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate	3.50%	4.35%
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan, Service Cost	3	3
Defined Benefit Plan, Interest Cost	10	13
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate	4.35%	5.00%	5.60%
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract]
Defined Benefit Plan, Health Care Cost Trend Rate Assumed for Next Fiscal Year	7.00%	7.00%	7.00%
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate	5.00%	5.00%	5.00%
Defined Benefit Plan, Year that Rate Reaches Ultimate Trend Rate	2022	2021	2020
Foreign Postretirement Benefit Plans, Defined Benefit [Member]
Defined Benefit Plan, Change in Benefit Obligation [Roll Forward]
Defined Benefit Plan, Benefit Obligation, Beginning Balance	20	21
Defined Benefit Plan, Service Cost	0	0
Defined Benefit Plan, Interest Cost	1	1
Defined Benefit Plan, Actuarial Net (Gains) Losses	0	2
Defined Benefit Plan, Foreign Currency Exchange Rate Changes, Benefit Obligation	1	(1)
Defined Benefit Plan, Plan Amendments	0	0
Defined Benefit Plan, Benefits Paid	(1)	(1)
Defined Benefit Plan, Curtailments	0	(2)
Defined Benefit Plan, Change in Benefit Obligation, Other	0	0
Defined Benefit Plan, Benefit Obligation, Ending Balance	21	20	21
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Benefits Paid	(1)	(1)
Defined Benefit Plan, Funded Status of Plan [Abstract]
Defined Benefit Plan, Funded Status of Plan	(21)	(20)
Defined Benefit Plan, Amounts Recognized in Balance Sheet [Abstract]
Pension and Other Postretirement Defined Benefit Plans, Current Liabilities	(1)	(1)
Pension and Other Postretirement Defined Benefit Plans, Liabilities, Noncurrent	(20)	(19)
Defined Benefit Plan, Amounts Recognized in Balance Sheet	(21)	(20)
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax [Abstract]
Pension and Other Postretirement Benefit Plans, Accumulated Other Comprehensive Income (Loss), before Tax	5	5
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Gain (Loss), before Tax	5	5
Defined Benefit Plan, Amounts Recognized in Other Comprehensive Income (Loss), Net Prior Service Cost (Credit), before Tax	0	0
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Benefit Obligation [Abstract]
Defined Benefit Plan, Assumptions Used Calculating Benefit Obligation, Discount Rate	3.80%	4.10%
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan, Service Cost	0	0
Defined Benefit Plan, Interest Cost	$ 1	$ 1
Defined Benefit Plan, Weighted Average Assumptions Used in Calculating Net Periodic Benefit Cost [Abstract]
Defined Benefit Plan, Assumptions Used Calculating Net Periodic Benefit Cost, Discount Rate	4.10%	4.80%	5.15%
Defined Benefit Plan, Assumed Health Care Cost Trend Rates [Abstract]
Defined Benefit Plan, Health Care Cost Trend Rate Assumed for Next Fiscal Year	6.50%	6.80%	7.00%
Defined Benefit Plan, Ultimate Health Care Cost Trend Rate	4.80%	4.80%	4.80%
Defined Benefit Plan, Year that Rate Reaches Ultimate Trend Rate	2019	2019	2019

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GOODWILL AND OTHER INTANGIBLE ASSETS (TABLE)

12 Months Ended

Dec. 31, 2012

Goodwill and Other Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill [Table Text Block]

##NGOO. GOODWILL AND OTHER INTANGIBLE ASSETS
Intangible assets and goodwill consist of the following (in millions):
Dec. 31, 2012			Weighted Average Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizable intangible assets:
	Customer relationships		19	$	169	$	(58)	$	111
	Technology		20		198		(64)		134
	Franchise and other agreements		15		37		(14)		23
Indefinite-lived intangible assets:
	Trademarks				777		-		777
		Total intangible assets		$	1,181	$	(136)	$	1,045
Goodwill				$	1,143
Dec. 31, 2011			Weighted Average Useful Life	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortizable intangible assets:
	Customer relationships		19	$	170	$	(48)	$	122
	Technology		20		204		(54)		150
	Franchise and other agreements		15		36		(12)		24
Indefinite-lived intangible assets:
	Trademarks				777		-		777
		Total intangible assets		$	1,187	$	(114)	$	1,073
Goodwill				$	1,144

Schedule of Goodwill [Table Text Block]

The changes in the net carrying amount of goodwill by segment are as follows (in millions):
	Composites		Building Materials		Total
Balance as of December 31, 2011	$	57	$	1,087	$	1,144
Foreign currency adjustments		(1)		-		(1)
Balance as of December 31, 2012	$	56	$	1,087	$	1,143

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WARRANTIES

12 Months Ended

Dec. 31, 2012

Warranties [Abstract]

WARRANTIES

13.       WARRANTIES

The Company records a liability for warranty obligations at the date the related products are sold. Adjustments are made as new information becomes available. A reconciliation of the warranty liability is as follows (in millions):
	Dec. 31,
		2012		2011
Beginning balance		$	38	$	38
	Amounts accrued for current year		24		19
	Settlements of warranty claims		(21)		(19)
Ending balance		$	41	$	38