10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended June 30, 2015

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)

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 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 ¨ (Do not check if a smaller reporting company)	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨             No þ

As of July 15, 2015, 117,568,883 shares of registrant’s common stock, par value $0.01 per share, were outstanding.

			Contents
Cover Page			1
PART I – FINANCIAL INFORMATION (unaudited)
	Item 1.	Financial Statements
		Consolidated Statements of Earnings	3
		Consolidated Statements of Comprehensive Earnings	4
		Consolidated Balance Sheets	5
		Consolidated Statements of Cash Flows	6
		Notes to Consolidated Financial Statements
		1.    General	7
		2.    Segment Information	7
		3.    Inventories	9
		4.    Derivative Financial Instruments	10
		5.    Goodwill and Other Intangible Assets	12
		6.    Property, Plant and Equipment	13
		7.    Assets Held for Sale	14
		8.  Warranties	14
		9.  Cost Reduction Actions	14
		10.  Debt	15
		11.  Pension Plans and Other Postretirement Benefits	18
		12.  Contingent Liabilities and Other Matters	20
		13.  Stock Compensation	21
		14.  Earnings per Share	24
		15.  Fair Value Measurement	24
		16.  Income Taxes	26
		17.  Changes in Accumulated Other Comprehensive Deficit	27
		18.  Accounting Pronouncements	28
		19.  Condensed Consolidating Financial Statements	29
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk	51
	Item 4.	Controls and Procedures	51
PART II – OTHER INFORMATION
	Item 1.	Legal Proceedings	52
	Item 1A.	Risk Factors	52
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	52
	Item 3.	Defaults Upon Senior Securities	52
	Item 4.	Mine Safety Disclosures	52
	Item 5.	Other Information	53
	Item 6.	Exhibits	53
		Signatures	54
		Exhibit Index	55

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PART I

ITEM 1. FINANCIAL STATEMENTS

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(unaudited)

(in millions, except per share amounts)

	Three Months Ended   June 30,					Six Months Ended   June 30,
	2015			2014		2015			2014
NET SALES	$	1,414		$	1,355	$	2,621		$	2,633
COST OF SALES	1,106			1,107		2,104			2,151
Gross margin	308			248		517			482
OPERATING EXPENSES
Marketing and administrative expenses	130			130		259			262
Science and technology expenses	18			20		35			39
Charges related to cost reduction actions	—			—		—			12
Other expenses (income), net	4			25		9			(12		)
Total operating expenses	152			175		303			301
EARNINGS BEFORE INTEREST AND TAXES	156			73		214			181
Interest expense, net	26			31		52			58
Gain on extinguishment of debt	(5		)	—		(5		)	—
EARNINGS BEFORE TAXES	135			42		167			123
Less: Income tax expense (benefit)	44			21		57			(18		)
Equity in net earnings of affiliates	1			1		1			1
NET EARNINGS	92			22		111			142
Less: Net earnings attributable to noncontrolling interests	1			1		2			1
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	91		$	21	$	109		$	141
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
Basic	$	0.77		$	0.18	$	0.93		$	1.20
Diluted	$	0.77		$	0.18	$	0.92		$	1.19
Dividend	$	0.17		$	0.16	$	0.34		$	0.32
WEIGHTED AVERAGE COMMON SHARES
Basic	117.5			117.4		117.6			117.6
Diluted	118.3			118.3		118.3			118.5

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 COMPREHENSIVE EARNINGS

(unaudited)

(in millions)

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
NET EARNINGS	$	92		$	22		$	111		$	142
Currency translation adjustment (net of tax of $3, $0, $(2), and $0 for the three and six months ended June 30, 2015 and 2014, respectively)	7			11			(43		)	(5		)
Pension and other postretirement adjustment (net of tax of $(1), $(1), $(3), and $(2) for the three and six months ended June 30, 2015 and 2014, respectively)	(2		)	(1		)	6			2
Deferred gain (loss) on hedging (net of tax of $(1), $1, $(2), and $1 for the three and six months ended June 30, 2015 and 2014, respectively)	2			(1		)	3			(1		)
COMPREHENSIVE EARNINGS	99			31			77			138
Less: Comprehensive earnings attributable to noncontrolling interests	1			1			2			1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	98		$	30		$	75		$	137

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

(unaudited)

(in millions, except per share amounts)

ASSETS	June 30, 2015			December 31, 2014
CURRENT ASSETS
Cash and cash equivalents	$	80		$	67
Receivables, less allowances of $10 at June 30, 2015 and December 31, 2014	853			674
Inventories	786			817
Assets held for sale	13			16
Other current assets	248			233
Total current assets	1,980			1,807
Property, plant and equipment, net	2,891			2,899
Goodwill	1,168			1,168
Intangible assets	1,010			1,017
Deferred income taxes	403			444
Other non-current assets	227			220
TOTAL ASSETS	$	7,679		$	7,555
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	925		$	949
Short-term debt	9			31
Long-term debt – current portion	3			3
Total current liabilities	937			983
Long-term debt, net of current portion	2,165			1,991
Pension plan liability	414			447
Other employee benefits liability	247			252
Deferred income taxes	27			22
Other liabilities	141			130
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	3,950			3,954
Accumulated earnings	874			805
Accumulated other comprehensive deficit	(584		)	(550		)
Cost of common stock in treasury (c)	(533		)	(518		)
Total Owens Corning stockholders’ equity	3,708			3,692
Noncontrolling interests	40			38
Total equity	3,748			3,730
TOTAL LIABILITIES AND EQUITY	$	7,679		$	7,555

(a) 10 shares authorized; none issued or outstanding at June 30, 2015, and December 31, 2014

(b) 400 shares authorized; 135.5 issued and 117.6 outstanding at June 30, 2015; 135.5 issued and 117.8 outstanding at December 31, 2014

(c) 17.9 shares at June 30, 2015, and 17.7 shares at December 31, 2014

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

(unaudited)

(in millions)

	Six Months Ended   June 30,
	2015			2014
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES
Net earnings	$	111		$	142
Adjustments to reconcile net earnings to cash provided by (used for) operating activities:
Depreciation and amortization	151			154
Gain on sale of fixed assets	(1		)	(47		)
Impairment loss on European Stone business	—			19
Deferred income taxes	37			(29		)
Provision for pension and other employee benefits liabilities	7			9
Stock-based compensation expense	14			14
Other non-cash	(11		)	(13		)
Gain on extinguishment of debt	(5		)	—
Change in working capital	(201		)	(336		)
Pension fund contribution	(25		)	(24		)
Payments for other employee benefits liabilities	(10		)	(12		)
Other	13			6
Net cash flow provided by (used for) operating activities	80			(117		)
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	(151		)	(125		)
Proceeds from the sale of assets or affiliates	2			62
Purchases of alloy	(7		)	(17		)
Proceeds from sale of alloy	7			15
Net cash flow used for investing activities	(149		)	(65		)
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	819			769
Payments on senior revolving credit and receivables securitization facilities	(634		)	(522		)
Payments on long-term debt	(8		)	(1		)
Net increase (decrease) in short-term debt	(19		)	16
Cash dividends paid	(39		)	(19		)
Purchases of treasury stock	(47		)	(44		)
Other	11			7
Net cash flow provided by financing activities	83			206
Effect of exchange rate changes on cash	(1		)	—
Net increase in cash and cash equivalents	13			24
Cash and cash equivalents at beginning of period	67			57
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	80		$	81

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

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

1. GENERAL

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

The Consolidated Financial Statements included in this report are unaudited, pursuant to certain rules and regulations of the Securities and Exchange Commission, and include, in the opinion of the Company, normal recurring adjustments necessary for a fair statement of the results for the periods indicated, which, however, are not necessarily indicative of results which may be expected for the full year. The December 31, 2014, balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States (U.S.). In connection with the Consolidated Financial Statements and Notes included in this report, reference is made to the Consolidated Financial Statements and Notes contained in the Company’s 2014 annual report on Form 10-K. Certain reclassifications have been made to the periods presented for 2014 to conform to the classifications used in the periods presented for 2015.

In the second quarter of 2015, the Company recorded additional income tax expense of $4 million related to prior periods. The effect was not material to the current or any previously issued financial statements.

2. SEGMENT INFORMATION

In the fourth quarter of 2014, Owens Corning announced organizational changes to streamline the Company's management structure and reduce costs. As a result of this action, the Building Materials Group organizational structure was eliminated. The Company's management structure now has three reportable segments: Composites, Insulation and Roofing. As a result, the 2014 segment information in this Note has been presented to reflect the new structure. Accounting policies for the segments are the same as those for the Company. The Company’s 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.

Insulation – Within our 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, bonded and granulated mineral wool insulation and foam insulation used in above- and below-grade construction applications.

Roofing – Within our 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)

(unaudited)

2. SEGMENT INFORMATION (continued)

NET SALES

The following table summarizes our net sales by segment and geographic region (in millions). Corporate eliminations (shown below) largely reflect intercompany sales from Composites to Roofing. External customer sales are attributed to geographic region based upon the location from which the product is shipped to the external customer.

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Reportable Segments
Composites	$	508		$	505		$	986		$	982
Insulation	451			447			830			802
Roofing	503			437			896			934
Total reportable segments	1,462			1,389			2,712			2,718
Corporate eliminations	(48		)	(34		)	(91		)	(85		)
NET SALES	$	1,414		$	1,355		$	2,621		$	2,633

External Customer Sales by Geographic Region
United States	$	980	$	899	$	1,796	$	1,788
Europe	136		160		265		309
Asia Pacific	174		169		314		306
Other	124		127		246		230
NET SALES	$	1,414	$	1,355	$	2,621	$	2,633

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

2. SEGMENT INFORMATION (continued)

EARNINGS BEFORE INTEREST AND TAXES

Earnings before interest and taxes (“EBIT”) by segment consist 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):

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Reportable Segments
Composites	$	67		$	37		$	127		$	64
Insulation	25			18			32			19
Roofing	90			62			110			142
Total reportable segments	182			117			269			225
Charges related to cost reduction actions and related items	—			—			(2		)	(12		)
Impairment loss on European Stone business	—			(19		)	—			(19		)
Gain on sale of Hangzhou, China facility	—			—			—			45
Net loss related to Hurricane Sandy	—			(4		)	—			(6		)
General corporate expense and other	(26		)	(21		)	(53		)	(52		)
EBIT	$	156		$	73		$	214		$	181

3. INVENTORIES

Inventories consist of the following (in millions):

	June 30, 2015		December 31, 2014
Finished goods	$	550	$	568
Materials and supplies	236		249
Total inventories	$	786	$	817

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

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 June 30, 2015, and December 31, 2014, 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 of derivatives and hedging instruments and the respective location on the Consolidated Balance Sheets (in millions):

		Fair Value at
	Location	June 30, 2015		December 31, 2014
Derivative assets designated as hedging instruments:
Net investment hedges:
Cross currency swaps	Other current assets	$	3	$	—
Amount of gain recognized in OCI (effective portion)	OCI	$	5	$	—
Fair value hedges:
Interest rate swaps	Other non current assets	$	2	$	—
Derivative liabilities designated as hedging instruments:
Cash flow hedges:
Natural gas and electricity, and foreign exchange contracts	Accounts payable and accrued liabilities	$	3	$	9
Amount of loss recognized in OCI (effective portion)	OCI	$	4	$	8
Fair value hedges:
Interest rate swaps	Other Liabilities	$	—	$	(3	)
Derivative assets not designated as hedging instruments:
Foreign exchange contracts	Other current assets	$	1	$	1
Derivative liabilities not designated as hedging instruments:
Foreign exchange contracts	Accounts payable and accrued liabilities	$	1	$	2

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

4. DERIVATIVE FINANCIAL INSTRUMENTS (continued)

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

		Three Months Ended   June 30,					Six Months Ended   June 30,
	Location	2015			2014		2015			2014
Derivative activity designated as hedging instruments:
Natural gas and electricity:
Amount of (gain) loss reclassified from OCI into earnings (effective portion)	Cost of sales	$	3		$	—	$	6		$	(1	)
Interest rate swaps:
Amount of loss recognized in earnings	Interest expense, net	$	—		$	1	$	—		$	1
Derivative activity not designated as hedging instruments:
Natural gas and electricity:
Amount of (gain) recognized in earnings	Other expenses (income), net	$	—		$	—	$	(1	)	$	—
Foreign currency exchange contract:
Amount of (gain) loss recognized in earnings (a)	Other expenses (income), net	$	(1	)	$	2	$	—		$	1

(a) 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 expenses (income), 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 and is subsequently recognized in Cost of Sales on the Consolidated Statements of Earnings 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 Statements 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 expenses (income), net on the Consolidated Statements of Earnings.

The Company currently has natural gas derivatives designated as hedging instruments that mature within 15 months. The Company’s policy for natural gas exposures is to hedge up to 75% of its total forecasted exposures for the next two months, up to 60% of its total forecasted exposures for the following four months, and lesser amounts for the remaining periods. The Company's policy for electricity exposures is to hedge up to 75% of its total forecasted exposures for the current calendar year and up to 65% of its total forecasted exposures for the first calendar year forward. 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 June 30, 2015, $4 million of losses included in accumulated OCI on the Consolidated Balance Sheets relate to contracts that are expected to 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 amounts include the recognition of the hedged item through earnings.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

4. DERIVATIVE FINANCIAL INSTRUMENTS (continued)

Fair Value Hedges

The Company manages its interest rate exposure by balancing the mixture of its fixed and variable rate instruments 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.

Net Investment Hedges

During the first quarter of 2015, the Company entered into cross currency forward contracts to hedge a portion of the net investment in foreign subsidiaries against fluctuations in foreign exchange rates. For derivative instruments that are designated and qualify as hedges of net investments in foreign operations, settlements and changes in fair values of the derivative instruments are recognized in Currency translation adjustment, a component of Accumulated OCI, to offset the changes in the values of the net investments being hedged. Any portion of net investment hedges that is determined to be ineffective is recorded in Other expenses (income), net on the Consolidated Statements of Earnings.

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.

5. GOODWILL AND OTHER INTANGIBLE ASSETS

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

June 30, 2015	Weighted Average Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizable intangible assets:
Customer relationships	19	$	172	$	(77	)	$	95
Technology	20	193		(88		)	105
Franchise and other agreements	12	44		(20		)	24
Indefinite-lived intangible assets:
Trademarks		786		—			786
Total intangible assets		$	1,195	$	(185	)	$	1,010
Goodwill		$	1,168

December 31, 2014	Weighted Average Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizable intangible assets:
Customer relationships	19	$	172	$	(72	)	$	100
Technology	20	193		(83		)	110
Franchise and other agreements	12	39		(18		)	21
Indefinite-lived intangible assets:
Trademarks		786		—			786
Total intangible assets		$	1,190	$	(173	)	$	1,017
Goodwill		$	1,168

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

5.     GOODWILL AND OTHER INTANGIBLE ASSETS (continued)

The changes in the gross carrying amount of amortizable intangible assets by asset group are as follows (in millions):

	Customer relationships		Technology		Franchise and other agreements		Trademarks		Total
Balance at December 31, 2014	$	172	$	193	$	39	$	786	$	1,190
Additional Franchises and Agreements	—		—		5		—		5
Balance at June 30, 2015	$	172	$	193	$	44	$	786	$	1,195

Other Intangible Assets

The Company expects the ongoing amortization expense for amortizable intangible assets to be approximately $22 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

The Company tests goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of 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. No testing was deemed necessary in the first half of 2015.

6. PROPERTY, PLANT AND EQUIPMENT

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

	June 30, 2015			December 31, 2014
Land	$	191		$	196
Buildings and leasehold improvements	790			789
Machinery and equipment	3,421			3,405
Construction in progress	284			233
	4,686			4,623
Accumulated depreciation	(1,795		)	(1,724		)
Property, plant and equipment, net	$	2,891		$	2,899

Machinery and equipment includes certain precious metals used in our production tooling, which comprise approximately 16% and 15% of total machinery and equipment as of June 30, 2015, and December 31, 2014, 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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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

7.     ASSETS HELD FOR SALE

Assets held for sale consists of Property, Plant and Equipment related to two closed facilities in Alcala, Spain and Vado, Italy. During the second quarter of 2015, a portion of the Vado, Italy facility was sold resulting in a $1 million gain on sale.

8. 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):

	Six Months Ended June 30, 2015
Beginning balance	$	40
Amounts accrued for current year	10
Settlements of warranty claims	(7		)
Ending balance	$	43

9.     COST REDUCTION ACTIONS

2014 Cost Reduction Actions

The Company took actions in the third quarter of 2014 to reduce costs in its Composites segment. These actions related to our decision to not rebuild two sub-scale high cost furnaces that will result in closing a facility in Japan and optimizing a facility in Canada. For the year-to-date 2015, the Company recorded offsetting amounts in charges related to cost reduction actions, comprised of $1 million in charges for a contract termination and a $1 million net gain in severance related to a pension curtailment, and $2 million of net charges in other items related to cost reduction actions.

The Company initiated other cost reduction actions in 2014 to streamline its management structure and reduce costs. No additional costs were incurred in the first six months of 2015 related to those actions.

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

	Balance at December 31, 2014		Costs Incurred			Payments		Foreign Currency Translation			Balance at June 30, 2015		Cumulative Charges Incurred
Severance	$	31	$	(1	)	$	7	$	(1	)	$	22	$	35
Contract Termination	3		1			—		—			4		4
Total	$	34	$	—		$	7	$	(1	)	$	26	$	39

The Company expects the unpaid balance of these severance and contract termination charges to be paid over the next year.

- 15 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

10.    DEBT

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

	June 30, 2015		December 31, 2014
6.50% senior notes, net of discount, due 2016	$	158	$	158
9.00% senior notes, net of discount, due 2019	143		143
4.20% senior notes, net of discount, due 2022	600		600
4.20% senior notes, net of discount, due 2024	393		392
7.00% senior notes, net of discount, due 2036	540		540
Accounts receivable securitization facility, maturing in 2018	242		106
Senior revolving credit facility, maturing in 2018	48		—
Various capital leases, due through and beyond 2050	38		47
Fair value adjustment to debt	6		8
Total long-term debt	2,168		1,994
Less – current portion	3		3
Long-term debt, net of current portion	$	2,165	$	1,991

Senior Notes

The Company issued $400 million of 2024 senior notes on November 12, 2014 at 4.20%. The Company paid $4 million in loan costs in connection with the 2024 notes. These costs were deferred and are being amortized over the term of the 2024 notes. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on June 1, 2015. The proceeds from these notes were used to repay $242 million of our 2016 senior notes, $105 million of our 2019 senior notes and to pay down our Senior Revolving Credit Facility.

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, the Company 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.

Collectively, the notes above are 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 Senior Notes are fully and unconditionally guaranteed by each of the Company’s current and future domestic subsidiaries that are a borrower or guarantor under the Company’s Credit Agreement (as defined below). The guarantees are unsecured and rank equally in right of payment with all other existing and future senior unsecured indebtedness of the guarantors. The guarantees are 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 June 30, 2015.

In the fourth quarter of 2011, the Company terminated the interest rate swaps designated to hedge a portion of the 6.50% senior notes due 2016. The swaps were carried at fair value and recorded as other assets or liabilities, with a fair value adjustment to

- 16 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

10. DEBT (continued)

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.

On June 28, 2013, the Company entered into interest rate swap agreements effective July 1, 2013 to manage its interest rate exposure by swapping $100 million of fixed rate to variable rate exposure designated against our 4.20% senior notes due 2022. The swaps are 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.

Senior Credit Facility

In November 2013, the Company amended the credit agreement (the “Credit Agreement”) for the $800 million multi-currency senior revolving credit facility (the “Senior Revolving Credit Facility”) to extend the maturity to November 2018 and reduce the letters of credit sublimit to $100 million. 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 June 30, 2015.

As of June 30, 2015, the Company utilized its senior revolving credit facility for $48 million of borrowings and $9 million of outstanding letters of credit, and has $743 million available on this facility.

Receivables Securitization Facility

Included in long-term debt on the Consolidated Balance Sheets are amounts outstanding under a Receivables Purchase Agreement (the “RPA”) that are accounted for as secured borrowings in accordance with Accounting Standards Codification ("ASC") 860, Accounting for Transfers and Servicing. 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 in November of 2013 to extend its maturity to July 2016 and to reduce the size of the facility to $200 million during the months of November, December, and January. The securitization facility was amended in January of 2015 to extend its maturity to January 2018 and remove the seasonal reduction of the facility restoring the full $250 million of facility capacity during the months of November, December, and January. As of June 30, 2015, the Company fully utilized its receivables securitization facility for $242 million in borrowings and $8 million of outstanding letters of credit. The Company has the ability to borrow at the lenders' cost of funds, which approximates A-1/P-1 commercial paper rates, plus a fixed spread.

The RPA 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 June 30, 2015.

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.

Capital Leases

The Company purchased its World Headquarters facility which had previously been classified as a capital lease. As a result, the Company reduced its capital lease obligation by $10 million and recorded a $5 million gain on extinguishment of debt in the second quarter of 2015.

- 17 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

10. DEBT (continued)

Short-Term Debt

At June 30, 2015 and December 31, 2014, short-term borrowings were $9 million and $31 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 3.3% for June 30, 2015 and 7.2% for December 31, 2014.

- 18 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

11.        PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Pension Plans

The Company sponsors defined benefit pension plans. Under the plans, pension benefits are based on an employee’s years of service and, for certain categories of employees, qualifying compensation. Company contributions to these pension plans are determined by an independent actuary to meet or exceed minimum funding requirements. In our Non-U.S. plans, the unrecognized cost of any retroactive amendments and actuarial gains and losses are amortized over the average future service period of plan participants expected to receive benefits. In our U.S. plans, the unrecognized cost of any retroactive amendments and actuarial gains and losses are amortized over the average remaining life expectancy of the inactive participants as substantially all of the plan participants are inactive.

The following tables provide information regarding pension expense recognized (in millions):

	Three Months Ended June 30, 2015									Three Months Ended June 30, 2014
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Components of Net Periodic Pension Cost
Service cost	$	2		$	1		$	3		$	2		$	2		$	4
Interest cost	11			5			16			12			6			18
Expected return on plan assets	(14		)	(7		)	(21		)	(15		)	(7		)	(22		)
Amortization of actuarial loss	3			1			4			3			—			3
Curtailment gain	—			(1		)	(1		)	—			—			—
Net periodic pension cost	$	2		$	(1	)	$	1		$	2		$	1		$	3

	Six Months Ended June 30, 2015									Six Months Ended June 30, 2014
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Components of Net Periodic Pension Cost
Service cost	$	4		$	2		$	6		$	4		$	3		$	7
Interest cost	22			10			32			24			12			36
Expected return on plan assets	(29		)	(13		)	(42		)	(29		)	(14		)	(43		)
Amortization of actuarial loss	7			2			9			5			1			6
Curtailment gain	—			(1		)	(1		)	—			—			—
Net periodic pension cost	$	4		$	—		$	4		$	4		$	2		$	6

The Company expects to contribute approximately $48 million in cash to the United States Pension Plans and another $14 million to non-United States plans during 2015. The Company made cash contributions of approximately $25 million to the plans during the six months ended June 30, 2015.

- 19 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

11.        PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (continued)

Postemployment and Postretirement Benefits Other than Pension Plans

The Company maintains healthcare 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.

The following table provides the components of net periodic benefit cost for aggregated United States and non-United States Plans for the periods indicated (in millions):

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Components of Net Periodic Benefit Cost
Service cost	$	—		$	—		$	1		$	1
Interest cost	2			2			4			5
Amortization of prior service cost	(1		)	(1		)	(2		)	(2		)
Amortization of actuarial gain	—			—			—			(1		)
Net periodic benefit cost	$	1		$	1		$	3		$	3

- 20 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

12.    CONTINGENT LIABILITIES AND OTHER MATTERS

The Company is involved in various legal proceedings relating to employment, product liability and other matters (collectively, “Proceedings”). The Company regularly reviews the status of such Proceedings with legal counsel. Liabilities for such Proceedings are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Management believes that the amount of any reasonably possible losses in excess of any amounts accrued, if any, with respect to such Proceedings or any other known claims, including the matters described below under the caption Environmental Matters (the “Environmental Matters”) will not be material to the Company’s financial statements. Management believes that the ultimate disposition of the Proceedings and the Environmental Matters will not have a material adverse effect on the Company’s operations or financial condition taken as a whole.

Litigation

The Company is involved in litigation from time to time in the regular course of its business. The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses that are reasonably estimable. The Company does not believe that the ultimate outcome of these actions will have a material adverse effect on its financial condition, results of operations or cash flows.

Environmental Matters

The Company has 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. The Company has also been deemed a PRP under similar state or local laws and in other instances other PRPs have brought suits against it as a PRP for contribution under such federal, state, or local laws. At June 30, 2015, the Company had environmental remediation liabilities as a PRP at 19 sites where it has a continuing legal obligation to either complete remedial actions or contribute to the completion of remedial actions as part of a group of PRPs. Environmental liability estimates may be affected by changing determinations of what constitutes an environmental exposure or an acceptable level of cleanup. To the extent that the required remediation procedures or timing of those procedures change, additional contamination is identified, or the financial condition of other PRPs is adversely affected, the estimate of our environmental liabilities may change. For these sites the Company estimates a reserve to reflect environmental liabilities that have been asserted or are probable of assertion, in which liabilities are probable and reasonably estimable. At June 30, 2015, our reserve for such liabilities was $2 million. Changes in required remediation procedures or timing of those procedures at existing legacy sites, or discovery of contamination at additional sites, could result in increases to our environmental obligations.

- 21 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

13.    STOCK COMPENSATION

Stock Plans

On April 18, 2013, the Company’s stockholders approved the Owens Corning 2013 Stock Plan (the “2013 Stock Plan”) which replaced the 2010 Stock Plan. The 2013 Stock Plan authorizes grants of stock options, stock appreciation rights, restricted stock awards, restricted stock units, bonus stock awards and performance stock awards. Under the 2013 Stock Plan, 1.5 million shares of common stock may be granted in addition to the shares of Company common stock that rolled over from the 2010 Stock Plan. 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. There will be no future grants made under the 2010 Stock Plan. At June 30, 2015, the number of shares remaining available under the 2013 Stock Plan for all stock awards was 2.0 million.

Stock Options

The Company did not grant any stock options during the six months ended June 30, 2015. 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.

During the three and six months ended June 30, 2015 the Company recognized expense of $1 million and $2 million respectively, related to the Company's stock options. During the three and six months ended June 30, 2014, the Company recognized expense of $1 million, and $3 million related to the Company’s stock options, respectively. As of June 30, 2015, there was $6 million of total unrecognized compensation cost related to stock options. That cost is expected to be recognized over a weighted-average period of 2.17 years. The total aggregate intrinsic value of options outstanding as of June 30, 2015 was $24 million.

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

	Six Months Ended   June 30, 2015
	Number of Options		Weighted- Average Exercise Price
Beginning Balance	2,754,895		$	31.04
Exercised	(376,725	)	29.94
Forfeited	(99,350	)	38.18
Expired	(5,100	)	41.89
Ending Balance	2,273,720		$	30.89

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

	Options Outstanding				Options Exercisable
	Options Outstanding	Weighted-Average			Number Exercisable at June 30, 2015	Weighted-Average
Range of Exercise Prices		Remaining Contractual Life	Exercise Price			Remaining Contractual Life	Exercise Price
$13.89-$42.16	2,273,720	4.54	$	30.89	1,866,295	3.79	$	29.25

- 22 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

13. STOCK COMPENSATION (continued)

Restricted Stock Awards and Restricted Stock Units

The Company has granted restricted stock awards and restricted stock units (collectively referred to as “restricted stock”) as a part of its long-term incentive plan. 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 2019.

During the three and six months ended June 30, 2015, the Company recognized expense of $4 million and $8 million respectively, related to the Company's restricted stock. During the three and six months ended June 30, 2014, the Company recognized expense of $4 million and $9 million, respectively, related to the Company’s restricted stock. As of June 30, 2015, there was $33 million of total unrecognized compensation cost related to restricted stock. That cost is expected to be recognized over a weighted-average period of 2.91 years. The total fair value of shares vested during the six months ended June 30, 2015 and 2014 was $17 million and $14 million, respectively.

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

	Six Months Ended   June 30, 2015
	Number of Shares		Weighted-Average Grant-Date Fair Value
Beginning Balance	1,727,741		$	33.58
Granted	582,305		39.48
Vested	(484,744	)	34.32
Forfeited	(116,274	)	38.10
Ending Balance	1,709,028		$	35.21

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. All outstanding performance grants will fully settle in stock. The amount of stock ultimately distributed from the 2015 grants is contingent on meeting internal company-based metrics or an external-based stock performance metric. The amount of stock ultimately distributed from 2014 and prior grants is contingent on meeting an external based stock performance metric.

In the first six months of 2015, the Company granted both internal company-based and external-based metric PSUs.

Internal based metrics

The internal company-based metrics vest after a three-year period and are based on return on invested capital over a three-year period. The amount of stock distributed will vary from 0% to 300% of PSUs awarded depending on performance versus the company-based metrics.

The initial fair value for all internal company-based metric PSUs assumes that the performance goals will be achieved and is based on the grant date stock price. This assumption is monitored quarterly and if it becomes probable that such goals will not be achieved or will be exceeded, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. The expected term represents the period from the grant date to the end of the three-year performance period. Vesting will be accelerated in the case of death or disability, and awards earned will be paid at the end of the three-year period.

External based metrics

The external-based metric vests after a three-year period. Outstanding grants issued in 2015 forward will be based on the Company's total stockholder return relative to the performance of the S&P Building & Construction Industry Index. Outstanding grants issued

- 23 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

13. STOCK COMPENSATION (continued)

prior to 2015 are based on the Company's total stockholder return relative to the performance of the companies in the S&P 500 Index. The amount of stock distributed will vary from 0% to 200% of PSUs awarded depending on the relative stockholder return performance.

The Company estimated the fair value of the external-based metric performance stock grants using a Monte Carlo simulation that uses various assumptions that include expected volatility of 29.2%, and a risk free interest rate of 1.1% both of which were based on an expected term of 2.90 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 grant. The expected term represents the period from the grant date to the end of the three-year performance period. Compensation expense for external based metric PSUs is measured based on the grant date fair value and is recognized on a straight-line basis over the vesting period. Vesting will be accelerated in the case of death or disability, and awards earned will be paid at the end of the three-year period.

During the three and six months ended June 30, 2015 the Company recognized expense of $1 million and $3 million respectively, related to the Company's PSUs. During the three and six months ended June 30, 2014, the Company recognized expense of $0 million and $2 million related to the Company’s PSUs, respectively. As of June 30, 2015, there was $14 million of total unrecognized compensation cost related to PSUs. That cost is expected to be recognized over a weighted-average period of 1.96 years.

The following table summarizes the Company’s PSU activity:

	Six Months Ended   June 30, 2015
	Number of PSUs		Weighted-Average Grant-Date Fair Value
Beginning Balance	416,250		$	49.53
Granted	251,600		43.88
Forfeited	(72,750	)	48.55
Ending Balance	595,100		$	47.26

Employee Stock Purchase Plan

On April 18, 2013, the Company’s stockholders approved the Owens Corning Employee Stock Purchase Plan (“ESPP”). The ESPP is a tax-qualified plan under Section 423 of the Internal Revenue Code. The purchase price of shares purchased under the ESPP is equal to 85% of the lower of the fair market value of shares of Owens Corning common stock at the beginning or ending of the offering period, which is a six-month period ending on May 31 and November 30 of each year. At the approval date, 2 million shares were available for purchase under the ESPP. As of June 30, 2015, 1.7 million share remain available for purchase.

During the three and six months ended June 30, 2015 the Company recognized expense of $1 million and $1 million respectively, related to the Company's ESPP. During the three and six months ended June 30, 2014, the Company recognized expense of less than $1 million, and $1 million respectively related to the Company’s ESPP. As of June 30, 2015, there was $1 million of total unrecognized compensation cost related to the ESPP.

- 24 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

14.    EARNINGS PER SHARE

The following table is a reconciliation of weighted-average shares for calculating basic and diluted earnings per-share (in millions, except per share amounts):

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2015		2014		2015		2014
Net earnings attributable to Owens Corning	$	91	$	21	$	109	$	141
Weighted-average number of shares outstanding used for basic earnings per share	117.5		117.4		117.6		117.6
Non-vested restricted and performance shares	0.4		0.4		0.3		0.4
Options to purchase common stock	0.4		0.5		0.4		0.5
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share	118.3		118.3		118.3		118.5
Earnings per common share attributable to Owens Corning common stockholders:
Basic	$	0.77	$	0.18	$	0.93	$	1.20
Diluted	$	0.77	$	0.18	$	0.92	$	1.19

In 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 “Repurchase Program”). The Repurchase Program authorizes the Company to repurchase shares through the open market, in 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. The Company repurchased 1.1 million shares of its common stock for $42 million during the six months ended June 30, 2015 under the Repurchase Program. As of June 30, 2015, 6.6 million shares remain available for repurchase under the Repurchase Program.

For the three and six months ended June 30, 2015, the number of shares used in the calculation of diluted earnings per share did not include 0.1 million non-vested Restricted and Performance shares and 0.6 million of options to purchase common stock, due to their anti-dilutive effect.

For the three and six months ended June 30, 2014, the number of shares used in the calculation of diluted earnings per share did not include 0.7 million of options to purchase common stock, due to their anti-dilutive effect.

15.    FAIR VALUE MEASUREMENT

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.

Items Measured at Fair Value

The carrying value of cash and cash equivalents, accounts receivable and short-term debt approximate fair value because of the short-term maturity of the instruments.

Derivatives

The Company executes financial derivative contracts for the purpose of mitigating risk exposure that is generated from our normal operations. These derivatives consist of natural gas swaps, interest rate swaps, cross currency swaps, and foreign exchange forward contracts, all of which are over-the-counter and not traded through an exchange. The Company uses widely

- 25 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

15.    FAIR VALUE MEASUREMENT (continued)

accepted valuation tools to determine fair value, such as discounting cash flows to calculate a present value for the derivatives. The models use Level 2 inputs, such as forward curves and other commonly quoted observable transactions and prices.

Contingent consideration

In connection with our third quarter 2014 acquisition, we recorded contingent consideration pertaining to amounts payable to the former owners related to a put/call option that is to be determined based on a multiple of 2016 EBITDA that contains a cap of $7 million and a floor of $4 million. The valuation of contingent consideration uses assumptions we believe would be made by a market participant and has been based on a significant input not observable in the market. The significant unobservable input used in the fair value measurement of our contingent consideration includes our internal forecast of business performance, which is a Level 3 input. The fair value of the put/call as of June 30, 2015 is $6 million and has been recorded in Other liabilities on the Consolidated Balance Sheet. The change in fair value of $1 million for the six months ended June 30, 2015 was recognized in Interest expense, net on the Consolidated Statements of Earnings.

The following table summarizes the fair values and levels within the fair value hierarchy in which the fair value measurements fall as of June 30, 2015 (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:
Derivative assets	$	6	$	—	$	6	$	—
Liabilities:
Derivative liabilities	$	4	$	—	$	4	$	—
Contingent consideration	6		—		—		6
Total liabilities	$	10	$	—	$	4	$	6

The following table summarizes the fair values and levels within the fair value hierarchy in which the fair value measurements fall as of December 31, 2014 (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:
Derivative assets	$	1	$	—	$	1	$	—
Liabilities:
Derivative liabilities	$	8	$	—	$	8	$	—
Contingent consideration	5		—		—		5
Total liabilities	$	13	$	—	$	8	$	5

- 26 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

15.    FAIR VALUE MEASUREMENT (continued)

Items Disclosed at Fair Value

Long-term debt

The following table shows the fair value of the Company’s long-term debt as calculated based on quoted market prices for the same or similar issues (Level 2 input), or on the current rates offered to the Company for debt of the same remaining maturities:

	June 30, 2015		December 31, 2014
6.50% senior notes, net of discount, due 2016	106	%	109	%
9.00% senior notes, net of discount, due 2019	123	%	119	%
4.20% senior notes, net of discount, due 2022	101	%	101	%
4.20% senior notes, net of discount, due 2024	101	%	99	%
7.00% senior notes, net of discount, due 2036	116	%	124	%

The Company determined that the book value of the remaining long-term debt instruments approximates market value.

16.    INCOME TAXES

The following table provides the Income tax expense and effective tax rate for the periods indicated:

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Income tax expense (benefit)	$	44		$	21		$	57		$	(18	)
Effective tax rate	33		%	50		%	34		%	(15		)%

The difference between the effective tax rate and the U.S. federal statutory tax rate of 35% for the three and six months ended June 30, 2015 is primarily attributable to the tax accounting treatment of various locations which are currently in a loss position, the benefit of lower foreign tax rates and other discrete tax adjustments.

For the second quarter and year-to-date 2014, the Company’s effective tax rate was 50% and (15)%, respectively. For the second quarter, the difference between the effective tax rate and the statutory rate of 35% is primarily attributable to the tax accounting treatment related to various locations which are currently in a loss position. For the year-to-date period, the difference between the effective tax rate and the statutory rate of 35% is primarily attributable to the resolution of an uncertain tax position upon receiving final notification from the IRS that it had completed its audit examination for the taxable years 2008 through 2010 and the reversal of a valuation allowance recorded in prior years against certain European net deferred tax assets which cumulatively totaled $78 million. The remaining differences relate to other discrete adjustments in the quarter and the accounting treatment of various locations which are currently in a loss position in the second quarter 2014.

- 27 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

17.    CHANGES IN ACCUMULATED OTHER COMPREHENSIVE DEFICIT

The following table summarizes the changes in accumulated other comprehensive income (deficit) (“AOCI”) (in millions):

	Three Months Ended   June 30,						Six Months  Ended  June 30,
	2015			2014			2015			2014
Currency Translation Adjustment
Beginning balance	$	(183	)	$	(14	)	$	(133	)	$	2
Gain/(loss) on foreign currency translation	11			11			(46		)	(5		)
Gain/(loss) on net investment hedge	(7		)	—			5			—
Income tax (expense)/benefit of amount classified into AOCI	3			—			(2		)	—
Net gain/(loss) on foreign currency translation	7			11			(43		)	(5		)
Other comprehensive income/(loss), net of tax	7			11			(43		)	(5		)
Ending balance	$	(176	)	$	(3	)	$	(176	)	$	(3	)
Pension and Other Postretirement Adjustment
Beginning balance	$	(404	)	$	(296	)	$	(412	)	$	(299	)
Amortization of actuarial (gain)/loss (a)	4			3			9			5
Amortization of prior service (gain)/loss (a)	(1		)	(1		)	(2		)	(2		)
Income tax expense/(benefit) of amounts reclassified from AOCI to income	(1		)	(1		)	(3		)	(2		)
Net amortization and gain/(loss) reclassified from AOCI to net income	2			1			4			1
Translation impact on non-US. Plans	(4		)	(2		)	2			1
Other comprehensive income/(loss), net of tax	(2		)	(1		)	6			2
Ending balance	$	(406	)	$	(297	)	$	(406	)	$	(297	)
Deferred Gain (Loss) on Hedging
Beginning balance	$	(4	)	$	—		$	(5	)	$	—
Change in mark to market hedges	—			—			(1		)	1
Income tax (expense)/benefit of amount classified into AOCI	—			1			—			1
Net gain/(loss) on derivative instruments	—			(1		)	(1		)	—
Amounts reclassified from AOCI to income (b)	3			—			6			(1		)
Income tax expense/(benefit) of amounts reclassified from AOCI to income	(1		)	—			(2		)	—
Net gain/(loss) reclassified from AOCI to net income	2			—			4			(1		)
Other comprehensive income/(loss), net of tax	2			(1		)	3			(1		)
Ending balance	$	(2	)	$	(1	)	$	(2	)	$	(1	)
Total AOCI ending balance	$	(584	)	$	(301	)	$	(584	)	$	(301	)

(a)These AOCI components are included in the computation of total Pension and OPEB expense and are recorded in cost of sales and marketing and administrative expenses. See Note 12 for additional information.

(b) Amounts reclassified from gain/(loss) on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings and is recognized in cost of sales. See Note 4 for additional information.

- 28 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

18.    ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures. ASU 2014-09 is effective, as amended, for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. Accordingly, the standard is effective for the Company on January 1, 2018.

In April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The update is not expected to have a material impact on the Company's Consolidated Financial Statements. ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Accordingly, the standard is effective for the Company on January 1, 2016.

In April 2015, the FASB issued ASU No. 2015-04, "Compensation—Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets" ("ASU 2015-04"). ASU 2015-04 provides a practical expedient for entities to use when a significant event occurs in an interim period that requires remeasurement of defined benefit plan assets and obligations. Entities are permitted to remeasure defined benefit plan assets and obligations using the month-end that is closest to the date of the significant event. The update is not expected to have a material impact on the Company's Consolidated Financial Statements. ASU 2015-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and early adoption is permitted. Accordingly, the standard is effective for the Company on January 1, 2016.

In July 2015, the FASB issued ASU No. 2015-07, "Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)" ("ASU 2015-07"). ASU 2015-07 modifies the practical expedient that permits an entity to measure the fair value of certain investments using the net asset value per share of the investment. The amendment removes the requirement to categorize investments within the fair value hierarchy that are measured using this practical expedient. The amendment also limits disclosure to investments for which the practical expedient has been elected instead of all investments eligible for the practical expedient. The Company is currently assessing the impact that adopting this new accounting guidance will have on the footnote disclosures to its consolidated financial statements. ASU 2015-07 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and early adoption is permitted. Accordingly, the standard is effective for the Company on January 1, 2016.

- 29 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

19.    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.

During the second quarter of 2015, the Company discovered that certain Property, plant and equipment, net of the Parent was incorrectly classified as assets of the Guarantor Subsidiaries rather than the Parent in the 2014 Condensed Consolidating Balance Sheet. The misclassification increased and decreased previously reported Parent and Guarantor Subsidiaries' Property, plant and equipment, net by $112 million, respectively, decreased the Parent's Investment in subsidiaries by $112 million, and decreased the Guarantor Subsidiaries' Additional paid in capital by $112 million. The effect of correcting these classification errors was not material to the 2014 consolidating financial information, and the related amounts presented for 2014 have been revised.

Guarantor and Nonguarantor Financial Statements

The Senior Notes and the Senior Revolving Credit Facility 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 Revolving Credit Facility (collectively, the “Nonguarantor Subsidiaries”).

- 30 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

19.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF EARNINGS

FOR THE THREE MONTHS ENDED JUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET SALES	$	—		$	998	$	510	$	(94	)	$	1,414
COST OF SALES	1			800		399		(94		)	1,106
Gross margin	(1		)	198		111		—			308
OPERATING EXPENSES
Marketing and administrative expenses	30			70		30		—			130
Science and technology expenses	—			15		3		—			18
Charges related to cost reduction actions	—			—		—		—			—
Other expenses (income), net	(9		)	6		7		—			4
Total operating expenses	21			91		40		—			152
EARNINGS BEFORE INTEREST AND TAXES	(22		)	107		71		—			156
Interest expense, net	24			1		1		—			26
Gain on extinguishment of debt	(5		)	—		—		—			(5		)
EARNINGS BEFORE TAXES	(41		)	106		70		—			135
Less: Income tax expense (benefit)	(14		)	37		21		—			44
Equity in net earnings of subsidiaries	118			49		—		(167		)	—
Equity in net earnings of affiliates	—			—		1		—			1
NET EARNINGS	91			118		50		(167		)	92
Less: Net earnings attributable to noncontrolling interests	—			—		1		—			1
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	91		$	118	$	49	$	(167	)	$	91

- 31 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

19.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF EARNINGS

FOR THE THREE MONTHS ENDED JUNE 30, 2014

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET SALES	$	—		$	925	$	529	$	(99	)	$	1,355
COST OF SALES	(4		)	768		442		(99		)	1,107
Gross margin	4			157		87		—			248
OPERATING EXPENSES
Marketing and administrative expenses	28			70		32		—			130
Science and technology expenses	—			15		5		—			20
Charges related to cost reduction actions	—			—		—		—			—
Other expenses (income), net	(6		)	12		19		—			25
Total operating expenses	22			97		56		—			175
EARNINGS BEFORE INTEREST AND TAXES	(18		)	60		31		—			73
Interest expense, net	28			1		2		—			31
EARNINGS BEFORE TAXES	(46		)	59		29		—			42
Less: Income tax expense (benefit)	(18		)	22		17		—			21
Equity in net earnings of subsidiaries	49			12		—		(61		)	—
Equity in net earnings of affiliates	—			—		1		—			1
NET EARNINGS	21			49		13		(61		)	22
Less: Net earnings attributable to noncontrolling interests	—			—		1		—			1
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	21		$	49	$	12	$	(61	)	$	21

- 32 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

19.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF EARNINGS

FOR THE SIX MONTHS ENDEDJUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET SALES	$	—		$	1,839	$	971	$	(189	)	$	2,621
COST OF SALES	1			1,521		771		(189		)	2,104
Gross margin	(1		)	318		200		—			517
OPERATING EXPENSES
Marketing and administrative expenses	62			138		59		—			259
Science and technology expenses	—			29		6		—			35
Charges related to cost reduction actions	—			—		—		—			—
Other expenses (income), net	(17		)	12		14		—			9
Total operating expenses	45			179		79		—			303
EARNINGS BEFORE INTEREST AND TAXES	(46		)	139		121		—			214
Interest expense, net	48			2		2		—			52
Gain on extinguishment of debt	(5		)	—		—		—			(5		)
EARNINGS BEFORE TAXES	(89		)	137		119		—			167
Less: Income tax expense (benefit)	(29		)	46		40		—			57
Equity in net earnings of subsidiaries	169			78		—		(247		)	—
Equity in net earnings of affiliates	—			—		1		—			1
NET EARNINGS	109			169		80		(247		)	111
Less: Net earnings attributable to noncontrolling interests	—			—		2		—			2
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	109		$	169	$	78	$	(247	)	$	109

- 33 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

19.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF EARNINGS

FOR THE SIX MONTHS ENDEDJUNE 30, 2014

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	—		$	1,836	$	985		$	(188	)	$	2,633
COST OF SALES	(4		)	1,519		824			(188		)	2,151
Gross margin	4			317		161			—			482
OPERATING EXPENSES
Marketing and administrative expenses	60			136		66			—			262
Science and technology expenses	—			30		9			—			39
Charges related to cost reduction actions	—			1		11			—			12
Other expenses (income), net	(16		)	14		(10		)	—			(12		)
Total operating expenses	44			181		76			—			301
EARNINGS BEFORE INTEREST AND TAXES	(40		)	136		85			—			181
Interest expense, net	54			2		2			—			58
EARNINGS BEFORE TAXES	(94		)	134		83			—			123
Less: Income tax expense (benefit)	(36		)	9		9			—			(18		)
Equity in net earnings of subsidiaries	199			74		—			(273		)	—
Equity in net earnings of affiliates	—			—		1			—			1
NET EARNINGS	141			199		75			(273		)	142
Less: Net earnings attributable to noncontrolling interests	—			—		1			—			1
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	141		$	199	$	74		$	(273	)	$	141

- 34 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

19.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE THREE MONTHS ENDED JUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	91		$	118	$	50	$	(167	)	$	92
Currency translation adjustment (net of tax)	7			—		—		—			7
Pension and other postretirement adjustment (net of tax)	(2		)	—		—		—			(2		)
Deferred gain (loss) on hedging (net of tax)	2			—		—		—			2
COMPREHENSIVE EARNINGS	98			118		50		(167		)	99
Less: Net earnings attributable to noncontrolling interests	—			—		1		—			1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	98		$	118	$	49	$	(167	)	$	98

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE THREE MONTHS ENDED JUNE 30, 2014

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	21		$	49	$	13	$	(61	)	$	22
Currency translation adjustment (net of tax)	11			—		—		—			11
Pension and other postretirement adjustment (net of tax)	(1		)	—		—		—			(1		)
Deferred gain (loss) on hedging (net of tax)	(1		)	—		—		—			(1		)
COMPREHENSIVE EARNINGS	30			49		13		(61		)	31
Less: Comprehensive earnings attributable to noncontrolling interests	—			—		1		—			1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	30		$	49	$	12	$	(61	)	$	30

- 35 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

19.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE SIX MONTHS ENDEDJUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	109		$	169	$	80	$	(247	)	$	111
Currency translation adjustment (net of tax)	(43		)	—		—		—			(43		)
Pension and other postretirement adjustment (net of tax)	6			—		—		—			6
Deferred gain (loss) on hedging (net of tax)	3			—		—		—			3
COMPREHENSIVE EARNINGS	75			169		80		(247		)	77
Less: Net earnings attributable to noncontrolling interests	—			—		2		—			2
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	75		$	169	$	78	$	(247	)	$	75

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE SIX MONTHS ENDEDJUNE 30, 2014

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	141		$	199	$	75	$	(273	)	$	142
Currency translation adjustment (net of tax)	(5		)	—		—		—			(5		)
Pension and other postretirement adjustment (net of tax)	2			—		—		—			2
Deferred gain (loss) on hedging (net of tax)	(1		)	—		—		—			(1		)
COMPREHENSIVE EARNINGS	137			199		75		(273		)	138
Less: Comprehensive earnings attributable to noncontrolling interests	—			—		1		—			1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	137		$	199	$	74	$	(273	)	$	137

- 36 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

19.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JUNE 30, 2015

(in millions)

ASSETS	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
CURRENT ASSETS
Cash and cash equivalents	$	—		$	5	$	75	$	—		$	80
Receivables, less allowances	—			—		853		—			853
Due from affiliates	—			3,063		—		(3,063		)	—
Inventories	—			508		278		—			786
Assets held for sale	—			—		13		—			13
Other current assets	12			144		92		—			248
Total current assets	12			3,720		1,311		(3,063		)	1,980
Investment in subsidiaries	7,519			2,525		559		(10,603		)	—
Due from affiliates	—			—		851		(851		)	—
Property, plant and equipment, net	473			1,325		1,093		—			2,891
Goodwill	—			1,127		41		—			1,168
Intangible assets	—			980		225		(195		)	1,010
Deferred income taxes	31			345		27		—			403
Other non-current assets	29			62		136		—			227
TOTAL ASSETS	$	8,064		$	10,084	$	4,243	$	(14,712	)	$	7,679
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	49		$	726	$	150	$	—		$	925
Due to affiliates	2,019			—		1,044		(3,063		)	—
Short-term debt	—			—		9		—			9
Long-term debt – current portion	—			2		1		—			3
Total current liabilities	2,068			728		1,204		(3,063		)	937
Long-term debt, net of current portion	1,888			14		263		—			2,165
Due to affiliates	—			851		—		(851		)	—
Pension plan liability	288			—		126		—			414
Other employee benefits liability	—			233		14		—			247
Deferred income taxes	—			—		27		—			27
Other liabilities	112			180		44		(195		)	141
OWENS CORNING STOCKHOLDERS’ EQUITY
Preferred stock	—			—		—		—			—
Common stock	1			—		—		—			1
Additional paid in capital	3,950			6,334		1,781		(8,115		)	3,950
Accumulated earnings	874			1,744		744		(2,488		)	874
Accumulated other comprehensive deficit	(584		)	—		—		—			(584		)
Cost of common stock in treasury	(533		)	—		—		—			(533		)
Total Owens Corning stockholders’ equity	3,708			8,078		2,525		(10,603		)	3,708
Noncontrolling interests	—			—		40		—			40
Total equity	3,708			8,078		2,565		(10,603		)	3,748
TOTAL LIABILITIES AND EQUITY	$	8,064		$	10,084	$	4,243	$	(14,712	)	$	7,679

- 37 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

19.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2014

(in millions)

ASSETS	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
CURRENT ASSETS
Cash and cash equivalents	$	—		$	1	$	66	$	—		$	67
Receivables, less allowances	—			—		674		—			674
Due from affiliates	—			2,858		—		(2,858		)	—
Inventories	—			527		290		—			817
Assets held for sale	—			—		16		—			16
Other current assets	7			132		94		—			233
Total current assets	7			3,518		1,140		(2,858		)	1,807
Investment in subsidiaries	7,392			2,590		558		(10,540		)	—
Due from affiliates	—			—		881		(881		)	—
Property, plant and equipment, net	471			1,285		1,143		—			2,899
Goodwill	—			1,127		41		—			1,168
Intangible assets	—			989		238		(210		)	1,017
Deferred income taxes	35			380		29		—			444
Other non-current assets	30			62		128		—			220
TOTAL ASSETS	$	7,935		$	9,951	$	4,158	$	(14,489	)	$	7,555
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	47		$	667	$	235	$	—		$	949
Due to affiliates	1,913			—		945		(2,858		)	—
Short-term debt	—			25		6		—			31
Long-term debt – current portion	—			1		2		—			3
Total current liabilities	1,960			693		1,188		(2,858		)	983
Long-term debt, net of current portion	1,851			15		125		—			1,991
Due to affiliates	—			881		—		(881		)	—
Pension plan liability	310			—		137		—			447
Other employee benefits liability	—			237		15		—			252
Deferred income taxes	—			—		22		—			22
Other liabilities	122			175		43		(210		)	130
OWENS CORNING STOCKHOLDERS’ EQUITY
Preferred stock	—			—		—		—			—
Common stock	1			—		—		—			1
Additional paid in capital	3,954			6,371		1,927		(8,298		)	3,954
Accumulated earnings	805			1,579		663		(2,242		)	805
Accumulated other comprehensive deficit	(550		)	—		—		—			(550		)
Cost of common stock in treasury	(518		)	—		—		—			(518		)
Total Owens Corning stockholders’ equity	3,692			7,950		2,590		(10,540		)	3,692
Noncontrolling interests	—			—		38		—			38
Total equity	3,692			7,950		2,628		(10,540		)	3,730
TOTAL LIABILITIES AND EQUITY	$	7,935		$	9,951	$	4,158	$	(14,489	)	$	7,555

- 38 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

19.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDEDJUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(52	)	$	47		$	85		$	—	$	80
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	(9		)	(112		)	(30		)	—		(151		)
Proceeds from the sale of assets or affiliates	—			—			2			—		2
Purchases of alloy	—			—			(7		)	—		(7		)
Proceeds from sale of alloy	—			—			7			—		7
Net cash flow used for investing activities	(9		)	(112		)	(28		)	—		(149		)
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	683			—			136			—		819
Payments on senior revolving credit and receivables securitization facilities	(634		)	—			—			—		(634		)
Payments on long-term debt	(5		)	—			(3		)	—		(8		)
Net increase (decrease) in short-term debt	—			(25		)	6			—		(19		)
Cash dividends paid	(39		)	—			—			—		(39		)
Purchases of treasury stock	(47		)	—			—			—		(47		)
Other intercompany loans	92			94			(186		)	—		—
Other	11			—			—			—		11
Net cash flow provided by financing activities	61			69			(47		)	—		83
Effect of exchange rate changes on cash	—			—			(1		)	—		(1		)
Net increase in cash and cash equivalents	—			4			9			—		13
Cash and cash equivalents at beginning of period	—			1			66			—		67
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	5		$	75		$	—	$	80

- 39 -

OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)

19.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (continued)

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDEDJUNE 30, 2014

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(53	)	$	(39	)	$	(25	)	$	—	$	(117	)
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	(6		)	(68		)	(51		)	—		(125		)
Proceeds from the sale of assets or affiliates	44			—			18			—		62
Purchases of alloy	—			(2		)	(15		)	—		(17		)
Proceeds from sale of alloy	4			—			11			—		15
Net cash flow used for investing activities	42			(70		)	(37		)	—		(65		)
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	719			—			50			—		769
Payments on senior revolving credit and receivables securitization facilities	(522		)	—			—			—		(522		)
Payments on long-term debt	—			—			(1		)	—		(1		)
Net increase (decrease) in short-term debt	—			—			16			—		16
Cash dividends paid	(19		)	—			—			—		(19		)
Purchase of treasury stock	(44		)	—			—			—		(44		)
Other intercompany loans	(130		)	115			15			—		—
Other	7			—			—			—		7
Net cash flow provided by financing activities	11			115			80			—		206
Effect of exchange rate changes on cash	—			—			—			—		—
Net increase in cash and cash equivalents	—			6			18			—		24
Cash and cash equivalents at beginning of period	—			3			54			—		57
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	9		$	72		$	—	$	81

- 40 -

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) is intended to help investors 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 and its subsidiaries.

GENERAL

Owens Corning is a leading global producer of glass fiber reinforcements and other materials for composites and of residential and commercial building materials. In the fourth quarter of 2014, Owens Corning announced organizational changes to streamline the Company's management structure and reduce costs. As a result of this action, the Building Materials Group organizational structure was eliminated. The Company’s management structure and business operations now contain three reportable segments: Composites, Insulation and Roofing. 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

The Company reported $156 million in earnings before interest and taxes (“EBIT”) for the second quarter of 2015 compared to $73 million in the same period of 2014. The Company generated $156 million in adjusted earnings before interest and taxes (“Adjusted EBIT”) for the second quarter of 2015 compared to $96 million in the same period of 2014. See below for further information regarding EBIT and Adjusted EBIT, including the reconciliation to net earnings attributable to Owens Corning. EBIT performance compared to the same period of 2014 improved in all three segments, with a $30 million increase in our Composites segment, a $28 million increase in our Roofing segment, and a $7 million increase in our Insulation segment. Excluding restructuring actions and adjusting items, Corporate Adjusted EBIT losses increased by $5 million.

In our Composites segment, EBIT in the second quarter of 2015 was $67 million compared to $37 million in the same period in 2014 driven primarily by increased contribution margins. In our Insulation segment, EBIT in the second quarter of 2015 was $25 million compared to $18 million in the same period in 2014 driven primarily by higher selling prices. In our Roofing segment, EBIT in the second quarter of 2015 was $90 million compared to $62 million in the same period in 2014 driven primarily by higher sales volumes and cost deflation, primarily asphalt.

In the six months ended June 30, 2015, the Company's operating activities provided $80 million in cash flow, compared to $117 million used for operating activities in the same period in 2014. This increase in cash provided by operating activities was primarily due to changes in working capital.

The Company repurchased 0.7 million shares of the Company's common stock for $28 million in the second quarter of 2015 under a previously announced repurchase program. As of June 30, 2015, 6.6 million shares remain available for repurchase under the authorization program.

- 41 -

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

RESULTS OF OPERATIONS

Consolidated Results (in millions)

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Net sales	$	1,414		$	1,355		$	2,621		$	2,633
Gross margin	$	308		$	248		$	517		$	482
% of net sales	22		%	18		%	20		%	18		%
Charges related to cost reduction actions	$	—		$	—		$	—		$	12
Earnings before interest and taxes	$	156		$	73		$	214		$	181
Interest expense, net	$	26		$	31		$	52		$	58
Gain on extinguishment of debt	$	(5	)	$	—		$	(5	)	$	—
Income tax expense (benefit)	$	44		$	21		$	57		$	(18	)
Net earnings attributable to Owens Corning	$	91		$	21		$	109		$	141

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

Second quarter and year-to-date net sales increased$59 million and decreased$12 million, respectively, compared to the same periods in 2014. For the second quarter, the increase in net sales was mainly due to higher sales volumes in our Roofing segment, This increase was partially offset by the negative impact of translating sales denominated in foreign currencies into United States dollars, primarily in our Composites and Insulation segments. For the year-to-date comparison, higher sales volumes in our Composites, Insulation and Roofing segments were more than offset by lower selling prices in our Roofing segment and the negative impact of foreign currency translation, primarily in our Composites and Insulation segments.

GROSS MARGIN

In the second quarter of 2015, gross margin as a percentage of sales increased four percentage points compared to the second quarter of 2014. The increase was driven by input cost deflation in our Roofing segment, and increased contribution margins in our Composites and Insulation segments. For the year-to-date 2015, gross margin as a percentage of sales increased two percentage points compared to the same period of 2014. The increase was driven by increased contribution margins in our Composites and Insulation segments, partially offset by lower selling prices in our Roofing segment.

CHARGES RELATED TO COST REDUCTION ACTIONS

During 2014, the Company took actions to reduce costs throughout our global Composites network, mainly through the decision to close a facility in Japan and optimize a facility in Canada, in addition to other cost reduction actions. The Company also took actions in 2014 to streamline its management structure and reduce costs, resulting in the elimination of the Building Materials Group organizational structure.

The following table presents the impact and respective location of charges related to cost reduction actions and related items on the Consolidated Statement of Earnings (in millions):

- 42 -

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

	Three Months Ended June 30,					Six Months Ended   June 30,
Location	2015			2014		2015			2014
Cost of sales	$	1		$	—	$	3		$	—
Charges related to cost reduction actions	—			—		—			12
Other (income) expenses, net	(1		)	—		(1		)	—
Total charges related to cost reduction actions and related items	$	—		$	—	$	2		$	12

EARNINGS BEFORE INTEREST AND TAXES

EBIT increased by $83 million for the second quarter of 2015 compared to the same period in 2014. Second quarter EBIT in our Composites segment increased by $30 million. In our Insulation segment, second quarter EBIT increased by $7 million. In our Roofing segment, second quarter EBIT increased by $28 million. Corporate EBIT losses for the second quarter decreased by $18 million, due primarily to the impairment loss on our European Stone business that was recognized in the second quarter of 2014.

For the year-to-date 2015, EBIT increased by $33 million compared to the same period in 2014. Year-to-date EBIT in our Composites segment increased by $63 million. In our Insulation segment, year-to-date EBIT increased by $13 million. In our Roofing segment, year-to-date EBIT decreased by $32 million. Corporate EBIT losses for the year-to-date increased by $11 million, due primarily to the gain on sale of our Hangzhou, China facility that was recognized in the first quarter of 2014, partially offset by the impairment loss on our European Stone business that was recognized in the second quarter of 2014.

INTEREST EXPENSE, NET

Second quarter and year-to-date interest expense, net decreased$5 million and decreased$6 million, respectively, compared to the same periods in 2014. The reduction was primarily due to reduced interest expense following the November 2014 refinancing of portions of our Senior Notes due in 2016 and 2019.

GAIN ON EXTINGUISHMENT OF DEBT

The Company purchased its World Headquarters facility, which had previously been classified as a capital lease. As a result, the Company recorded a $5 million gain on extinguishment of debt in the second quarter of 2015. For the six months ended June 30, 2014, there were no extinguishments of debt.

INCOME TAX EXPENSE

Income tax expense (benefit) for the three and six months ended June 30, 2015 was an expense of $44 million and $57 million, respectively. For the second quarter and year-to-date 2015, the Company’s effective tax rate was 33% and 34%, respectively. The difference between the effective tax rate and the U.S. federal statutory tax rate of 35% for the three and six months ended June 30, 2015 is primarily attributable to the tax accounting treatment of various locations which are currently in a loss position, the benefit of lower foreign tax rates and other discrete tax adjustments.

Realization of deferred tax assets depends on achieving a certain minimum level of future taxable income. Management currently believes that it is at least reasonably possible that the minimum level of taxable income will be met within the next 12 months to reduce the valuation allowance of certain foreign jurisdictions by a range of $0 million to $11 million.

Income taxes for the three and six months ended June 30, 2014, was an expense of $21 million and a benefit of $18 million, respectively. For the second quarter and year-to-date 2014, the Company’s effective tax rate was 50% and (15)%, respectively. For the second quarter, the difference between the effective tax rate and the US statutory tax rate of 35% is primarily attributable to the tax accounting treatment related to various locations which are currently in a loss position. For the year-to-date period, the difference between the effective tax rate and the US statutory tax rate of 35% is primarily attributable to the resolution of an uncertain tax position upon receiving final notification from the IRS that it had completed its audit examination for the taxable years 2008 through 2010 and the reversal of a valuation allowance recorded in prior years against certain European net deferred tax assets which cumulatively totaled $78 million. The remaining differences relate to other discrete adjustments in the quarter and the accounting treatment of various locations which are currently in a loss position in the second quarter 2014.

- 43 -

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

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

Adjusted EBIT excludes certain 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):

	Three Months Ended   June 30,					Six Months Ended   June 30,
	2015		2014			2015			2014
Charges related to cost reduction actions and related items	$	—	$	—		$	(2	)	$	(12	)
Impairment loss on European Stone business	—		(19		)	—			(19		)
Gain on sale of Hangzhou, China facility	—		—			—			45
Net loss related to Hurricane Sandy	—		(4		)	—			(6		)
Total adjusting items	$	—	$	(23	)	$	(2	)	$	8

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

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	91		$	21		$	109		$	141
Less: Net earnings attributable to noncontrolling interests	1			1			2			1
NET EARNINGS	92			22			111			142
Equity in net earnings of affiliates	1			1			1			1
Less: Income tax expense (benefit)	44			21			57			(18		)
EARNINGS BEFORE TAXES	135			42			167			123
Interest expense, net	26			31			52			58
Gain on extinguishment of debt	(5		)	—			(5		)	—
EARNINGS BEFORE INTEREST AND TAXES	156			73			214			181
Less: adjusting items from above	—			(23		)	(2		)	8
ADJUSTED EBIT	$	156		$	96		$	216		$	173

Segment Results

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.

- 44 -

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Composites

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

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Net sales	$	508		$	505		$	986		$	982
% change from prior year	1		%	7		%	—		%	5		%
EBIT	$	67		$	37		$	127		$	64
EBIT as a % of net sales	13		%	7		%	13		%	7		%
Depreciation and amortization expense	$	31		$	34		$	63		$	68

NET SALES

In our Composites business, net sales in the second quarter and year-to-date of 2015 increased $3 million and $4 million, respectively, compared to the same periods in 2014. For the second quarter, the quarter-over-quarter impact of translating sales denominated in foreign currencies into United States dollars negatively impacted sales by $47 million. Increased sales volumes of 2% and higher selling prices equally offset the currency impact. The remaining improvement in sales was driven by favorable product mix. For the year-to-date, foreign currency translation negatively impacted sales by $92 million, and was entirely offset by higher selling prices of $18 million, higher sales volumes, and favorable product mix.

EBIT

In our Composites business, EBIT was $30 millionhigher in the second quarter of 2015 compared to the same period in 2014. Higher selling prices, the favorable impact of product mix and improved manufacturing performance contributed equally to the $30 million quarter-over-quarter improvement. The negative impact of translating sales denominated in foreign currencies into United States dollars was offset equally by higher sales volumes and lower selling, general and administrative expenses.

EBIT in our Composites business for the year-to-date 2015 was $63 millionhigher compared to the same period in 2014. The favorable impact of product mix, higher selling prices of $18 million and improved manufacturing performance drove the year-over-year EBIT improvement. The negative impact of translating sales denominated in foreign currencies into United States dollars was offset equally by higher sales volumes and lower selling, general and administrative expenses.

OUTLOOK

Global glass reinforcements market demand has historically grown on average with global industrial production and we believe this relationship will continue. In 2015, we expect moderate global industrial production growth.

- 45 -

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Insulation

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

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Net sales	$	451		$	447		$	830		$	802
% change from prior year	1		%	8		%	3		%	8		%
EBIT	$	25		$	18		$	32		$	19
EBIT as a % of net sales	6		%	4		%	4		%	2		%
Depreciation and amortization expense	$	26		$	26		$	50		$	51

NET SALES

In our Insulation business, net sales in the second quarter and year-to-date of 2015increased$4 million and $28 million, respectively, compared to the same periods in 2014. For the second-quarter, higher selling prices of $7 million were offset by the negative impact of translating sales denominated in foreign currencies into United States dollars. Sales volumes were relatively flat, and the remaining increase was driven by favorable customer mix. For the year-to-date comparison, the increase was driven about equally by higher selling prices of $13 million and higher sales volumes. Foreign currency translation negatively impacted sales by $13 million, and was offset about equally by the impact of our third quarter 2014 acquisition of a building materials company in Chile and favorable customer mix.

EBIT

In our Insulation business, EBIT increased by $7 million and $13 million in the second quarter and year-to-date 2015 compared to the same periods in 2014. This increase for both comparisons was driven primarily by higher selling prices.

OUTLOOK

During the second quarter of 2015, the average Seasonally Adjusted Annual Rate (“SAAR”) of United States housing starts was approximately 1.150 million, up from an annual average of approximately 975 thousand starts in the second quarter of 2014. While the information on United States housing starts has been positive over the past couple of years, the timing and pace of recovery of the United States housing market remains uncertain.

The Company expects its Insulation business to continue to benefit from an overall strengthening of the U.S. housing market, improved pricing, and higher capacity utilization. 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.

Roofing

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

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Net sales	$	503		$	437		$	896		$	934
% change from prior year	15		%	-14		%	-4		%	-16		%
EBIT	$	90		$	62		$	110		$	142
EBIT as a % of net sales	18		%	14		%	12		%	15		%
Depreciation and amortization expense	$	10		$	10		$	19		$	19

- 46 -

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

NET SALES

In our Roofing business, net sales in the second quarter and year-to-date of 2015 were $66 millionhigher and $38 millionlower, respectively, compared to the same periods in 2014. For the second quarter, the increase was driven by higher sales volumes, partially offset by lower selling prices of $45 million. For the year-to-date, the decrease was driven by lower selling prices of $71 million, partially offset by slightly higher sales volumes.

EBIT

In our Roofing business, EBIT in the second quarter and year-to-date of 2015increased$28 million and decreased$32 million, respectively, compared to the same periods in 2014. For the second quarter, lower selling prices compared to prior year negatively impacted EBIT by $45 million. About three-quarters of the remaining second quarter increase in EBIT was driven by the favorable impact of higher sales volumes and higher production levels, with the remaining improvement coming from asphalt deflation. For the year-to-date comparison, lower selling prices negatively impacted EBIT by $71 million. The impact of lower selling prices was partially offset by slightly higher sales volumes and asphalt deflation. The unfavorable impact of lower production volumes in the first quarter was largely offset by the favorable impact of higher production volumes in the second quarter.

OUTLOOK

In our roofing business, we expect the factors that have driven strong margins in recent years will continue to deliver profitability. The overall market size will impact our financial outlook for this year. Other uncertainties that may impact our Roofing margins include competitive pricing pressure and the cost and availability of raw materials, particularly asphalt.

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):

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Charges related to cost reduction actions and related items	—			—			(2		)	(12		)
Impairment loss on European Stone business	—			(19		)	—			(19		)
Gain on sale of Hangzhou, China facility	—			—			—			45
Net loss related to Hurricane Sandy	—			(4		)	—			(6		)
General corporate expense and other	(26		)	(21		)	(53		)	(52		)
EBIT	$	(26	)	$	(44	)	$	(55	)	$	(44	)
Depreciation and amortization	$	9		$	8		$	19		$	16

EBIT

In Corporate, Other and Eliminations, EBIT losses for the second quarter and year-to-date 2015 were $18 millionlower and $11 millionhigher, respectively, compared to the same period in 2014. The changes compared to 2014 are largely driven by the timing of adjusting items, which are shown in the table above and further explained in the Adjusted Earnings Before Interest and Taxes paragraph of the MD&A.

Excluding adjusting items, general corporate expense and other in the second quarter of 2015 was $5 millionhigher compared to the same period in 2014, primarily due to higher incentive compensation from stronger company performance. For the year-to-date 2015, general corporate expense and other was $1 millionhigher compared to the same period in 2014, as increased incentive compensation was largely offset by decreased Corporate functions spending and overall lower general corporate expenses.

Depreciation and amortization in the second quarter of 2015 was flat to the same period in 2014. For the year-to-date 2015, depreciation and amortization is $3 million higher than the same period in 2014, primarily due to including $3 million of accelerated depreciation related to our Japan and Canada restructuring plan in the 2015 results.

- 47 -

ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

OUTLOOK

In 2015, we now expect general corporate expenses to be on the low end of our previous guidance of $120 million to $130 million.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Liquidity

The Company's primary sources of liquidity are its senior revolving credit facility and its receivables securitization facility.

The Company has an $800 million senior revolving credit facility which matures in November 2018.

The Company has a $250 million receivables securitization facility which matures in January 2018. In July 2013, the Company amended its receivables securitization facility to extend its maturity to July 2016 and to reduce the size of the facility to $200 million during the months of November, December, and January. In January 2015, the Company amended its receivables securitization facility to extend its maturity to January 2018 and remove the seasonal reduction of the facility restoring the full $250 million of facility capacity during the months of November, December, and January.

As of June 30, 2015, the Company fully utilized its receivables securitization facility for $242 million of borrowings and $8 million of outstanding letters of credit. As of June 30, 2015, the Company utilized its senior revolving credit facility for $48 million of borrowings and $9 million of outstanding letters of credit, and has $743 million available on this facility.

The Company has no significant debt maturities before the fourth quarter of 2016. As of June 30, 2015, the Company had $2.2 billion of total debt and cash-on-hand of $80 million.

Cash and cash equivalents held by foreign subsidiaries may be subject to U.S. income tax and foreign withholding taxes upon repatriation to the U.S. The Company does 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 June 30, 2015, and December 31, 2014, the Company had approximately $69 million and $46 million, respectively, in cash and cash equivalents in certain of our foreign subsidiaries. We consider the majority of this amount held by foreign subsidiaries to be undistributed earnings that are permanently reinvested.

As a holding company, we have no operations of our own and most of our assets are held by our direct and indirect subsidiaries. Dividends and other payments or distributions from our subsidiaries will be used to meet our debt service and other obligations and to enable us to pay dividends to our stockholders. Please refer to p. 11 of the Risk Factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 for details on the factors that could inhibit our subsidiaries ability to pay dividends or make other distributions to the parent company.

We expect that 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 enable us to meet our cash requirements. Our anticipated uses of cash include capital expenditures, working capital needs, pension contributions, meeting financial obligations, payments of quarterly dividends as authorized by our Board of Directors, and reducing outstanding amounts under the senior revolving credit facility and receivables securitization facility.

We have outstanding share repurchase authorizations and will evaluate and consider repurchasing shares of our common stock, as well as strategic acquisitions, divestitures, joint ventures and other transactions to create stockholder value and enhance financial performance. Such transactions may require cash expenditures beyond current sources of liquidity or generate proceeds.

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 in compliance with these covenants as of June 30, 2015.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Cash Flows

The following table presents a summary of our cash balance and cash flows (in millions):

	Six Months Ended   June 30,
	2015			2014
Cash balance	$	80		$	81
Net cash flow provided by (used for) operating activities	$	80		$	(117	)
Net cash flow used for investing activities	$	(149	)	$	(65	)
Net cash flow provided by financing activities	$	83		$	206
Availability on the senior revolving credit facility	$	743		$	587
Availability on the receivables securitization facility	$	—		$	—

Operating activities: For the six months endedJune 30, 2015, the Company's operating activities provided $80 million of cash compared to $117 million used for operating activities in the same period in 2014. The change in cash provided by (used for) operating activities was primarily due to a smaller increase in working capital in 2015 compared to the same period of 2014.

Investing activities: Net cash flow used for investing activities increased$84 million for the six months ended June 30, 2015 compared to the same period of 2014. For the six months ended June 30, 2014, the Company received $77 million related to the sale of assets or affiliates, negatively impacting the year-over-year comparison.

Financing activities: Net cash provided by financing activities was $123 millionlower for the six months ended June 30, 2015 compared to the same period in 2014. The decrease in cash provided by financing activities was due primarily to lower net borrowings on both our senior revolving credit facility and short-term debt arrangements.

2015 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 2015 are expected to be approximately $380 million, which is roughly $70 million greater than expected depreciation and amortization. Capital spending in excess of depreciation and amortization is primarily due to the construction of our non-woven composites plant in Gastonia, North Carolina and construction of our recently announced mineral wool insulation plant in Joplin, Missouri. 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

There have been no material changes to the disclosure in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

Pension Contributions

Please refer to Note 12 of the Consolidated Financial Statements. The Company expects to contribute $62 million in cash to its global pension plans during 2015. Actual contributions to the plans may change as a result of several 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

Please refer to Note 4 of the Consolidated Financial Statements.

Fair Value Measurement

Please refer to Note 15of the Consolidated Financial Statements.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Contractual Obligations

In the normal course of business, we enter into contractual obligations to make payments to third parties. During the six months ended June 30, 2015, there were no material changes to such contractual obligations outside the ordinary course of our business.

SAFETY

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 Recordable Incidence Rate (“RIR”) as defined by the United States Department of Labor, Bureau of Labor Statistics. For the three months ended June 30, 2015, our RIR was 0.42 as compared to 0.52 in the same period a year ago. For the six months ended June 30, 2015, our RIR was 0.53 as compared to 0.50 in the same period a year ago.

ACCOUNTING PRONOUNCEMENTS

Please refer to Note 18 of the Consolidated Financial Statements.

ENVIRONMENTAL MATTERS

Please refer to Note 12 of the Consolidated Financial Statements.

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, as amended. 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:

• levels of residential and commercial construction activity;

• competitive and pricing factors;

• levels of global industrial production;

• demand for our products;

• relationships with key customers;

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

• foreign exchange and commodity price fluctuations;

• our level of indebtedness;

• weather conditions;

• availability and cost of credit;

• availability and cost of energy and raw materials;

• issues involving implementation and protection of information technology systems;

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

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

• our ability to utilize our net operating loss carryforwards;

• research and development activities and intellectual property protection;

• interest rate movements;

• labor disputes and litigation;

• uninsured losses;

• issues related to acquisitions, divestitures and joint ventures;

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

• defined benefit plan funding obligations.

All forward-looking statements in this report should be considered in the context of the risks and other factors described above and in Item 1A - Risk factors in Part I of our Annual Report on Form 10-K for the year ended December 31, 2014. 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, except as required by federal securities laws. 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.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in our exposure to market risk during the six months ended June 30, 2015. Please refer to "Quantitative and Qualitative Disclosures about Market Risk" contained in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2014 for a discussion of our exposure to market risk.

ITEM 4.    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.

There has been no change in the Company's internal control over financial reporting during the period covered by this report that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

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PART II

ITEM 1.    LEGAL PROCEEDINGS

The information required by this item is incorporated by reference to Note 12, "Contingent Liabilities and Other Matters".

ITEM 1A.    RISK FACTORS

There have been no material changes to the risk factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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

None.

Issuer Purchases of Equity Securities

The following table provides information about Owens Corning’s purchases of its common stock during each month during the quarterly period covered by this report:

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**
April 1-30, 2015	339,195		$	40.28	338,101	7,019,165
May 1-31, 2015	370,028		39.17		370,000	6,649,165
June 1-30, 2015	1,568		41.10		—	6,649,165
Total	710,791	*	$	39.70	708,101	6,649,165

* The Company retained 2,690 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.

ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.    MINE SAFETY DISCLOSURES

Not applicable.

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ITEM 5.    OTHER INFORMATION

None.

ITEM 6.    EXHIBITS

See Exhibit Index below, which is incorporated herein by reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Owens Corning has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

			OWENS CORNING
			Registrant
Date:	July 22, 2015	By:	/s/ Michael C. McMurray
			Michael C. McMurray
			Senior Vice President and
			Chief Financial Officer
Date:	July 22, 2015	By:	/s/ Kelly J. Schmidt
			Kelly J. Schmidt
			Vice President and
			Controller

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EXHIBIT INDEX

Exhibit Number	Description
10.32	Form of Deferred Stock Unit Award Agreement for Directors (filed herewith)*.
10.33	Form of Long Term Incentive Program Award Agreement for Restricted Stock Unit (filed herewith)*.
10.34	Form of Long Term Incentive Program Award Agreement for Performance Share Unit (filed herewith)*.
10.35	Form of Long Term Incentive Program Award Agreement for Restricted Stock (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 Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.PRE	XBRL Taxonomy Extension Presentation Linkbase

*Denotes management contract or compensatory plan or arrangement

EX-10.32

Exhibit 10.32

OWENS CORNING 2013 STOCK PLAN

DEFERRED STOCK UNIT AWARD AGREEMENT

OWENS CORNING, a Delaware corporation (the “Company”), will grant to [Participant Name] (the “Holder”), effective [Date], pursuant to the provisions of the Owens Corning 2013 Stock Plan (the “Plan”), certain deferred stock units (the “Units”) relating to shares of the Company’s Common Stock, $0.01 par value (“Stock”), upon and subject to the restrictions, terms and conditions set forth below (the “Award”). The Units reflect: (1) the Holder’s election to defer receipt of shares granted to the Holder for service as a Non-Employee Director; and (2) the Holder’s election to receive the Units in lieu of all or part of the Holder’s cash retainer and meeting fees that would otherwise be payable to the Holder for the Holder’s service as a Non-Employee Director. The Units that become subject to this Award shall be determined and granted to the Holder as of each date during [Year] on which shares of Stock or cash would have otherwise been issued or paid to the Holder if the Holder had not made an election to receive Units in lieu of such shares and cash payments (each, a “Grant Date”). The number of Units subject to this Award shall be equal to (i) the number of shares of Stock that otherwise would have been issued to the Holder as of the applicable Grant Date and (ii) the amount of cash that otherwise would have been paid to the Holder as of the applicable Grant Date divided by the Fair Market Value of a share of Stock as of such Grant Date. The parties intend for this Award Agreement to apply to all Units granted to the Holder in [Year] pursuant to the attached Election Form. Each Unit shall provide for the issuance and transfer to the Holder of one share of Stock. Upon issuance and transfer of the shares of Stock subject to the Units, the Holder shall have all rights incident to ownership of such shares, including but not limited to voting rights and the right to receive dividends. Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Delivery of Certificates. Subject to the remainder of this Agreement, the Company shall deliver or cause to be delivered one or more certificates representing the number of whole shares of Stock represented by this Award on the distribution date and in the manner elected by the Holder in his or her [Year] Director’s Compensation Stock/Cash Election Form (the “Election Form”). The distribution shall commence as soon as administratively practicable, but in no event later than 90 days, following the date elected by the Holder. Notwithstanding the foregoing, (i) in the event of the Holder’s death, the shares of Stock subject to the Award shall be distributed to the Holder’s Beneficiary in a lump sum within 90 days following the date of the Holder’s death, (ii) in the event of a change in control event, within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the shares of Stock subject to the Award or, at the election of the Board as constituted immediately prior to such change in control event, a cash payment equal to the Fair Market Value of such shares shall be distributed to the Holder in a lump sum not later than five business days after the date of such change in control event [and (iii) as of the date of the Holder’s separation from service, within the meaning of Section 409A of the Code, the Company shall make a cash payment to the Holder equal to the Fair Market Value of any fractional share of Stock subject to this Award].

2. Rights as a Stockholder. Prior to the settlement of this Award in accordance with this Agreement and the Election Form, the Holder will be credited with additional whole andfractional Units to reflect dividends payable with respect to the shares of Stock represented by the Units, with the increase in the number of Units equal to the number of shares of Stock that could be purchased with the dividends based on the value of the Stock at the time such dividends are paid. Units credited pursuant to the preceding sentence shall be paid to the Holder in the time and manner as provided under this Agreement and the attached Election Form. No dividends will be credited with respect to record dates occurring prior the applicable Grant Date. The Holder shall not be a shareholder of record with respect to the shares of Stock underlying the Units and shall have no voting rights with respect to such shares prior to the Holder’s receipt of such shares. The Parties agree that in the absence of a specific agreement to the contrary, the Holder’s rights as a shareholder for all prior equity grants and awards shall be subject to the same terms and conditions as set forth in this Section 2.

3. Additional Terms and Conditions of Units.

3.1    Nontransferability of Units. Prior to the settlement of the Award in accordance with this Agreement and the Election Form, the Units subject to the Award may not be transferred by the Holder other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing, prior to the settlement of the Award, the shares of Stock subject to the Award may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process.

3.2    Adjustment. In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Stock other than a regular cash dividend, the number and class of securities subject to the Award shall

be appropriately adjusted by the Committee. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

3.3    Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares subject to the Units upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the delivery of shares hereunder, the shares of Stock subject to the Units shall not be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. Further, Holder agrees that to the extent issuance of shares in the Holder’s jurisdiction is impossible, illegal, unauthorized, or in the Company’s discretion is imprudent or is otherwise impracticable for any reason, that the Company may, in its discretion, either deem the Award to be a cash award of equivalent cash value or may direct the sale of all shares subject to the Award and settle the Award in cash locally with the Holder.

3.4    Award Confers No Rights to Continued Service. The granting of the Units does not entitle the Holder to any award other than that specifically granted under the Plan, nor to any future award under the Plan or any similar plan. In no event shall the granting of the Award or its acceptance by the Holder, or any provision of the Agreement, give or be deemed to give the Holder any right to continued service as a Non-Employee Director. The Holder hereby waives any and all rights to compensation or damages as a result of the termination of service with the Company for any reason whatsoever insofar as those rights result or may result from: (a) the loss or diminution in value of any rights under the Plan; or (b) the Holder ceasing to have any rights under, or ceasing to be entitled to any rights under, the Plan as a result of such termination.

3.5    Decisions of Board or Committee. The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Administration of the Award has been delegated to the Company. Any interpretation, determination or other action made or taken by the Board or the Committee, or the Company as its delegate, regarding the Plan or this Agreement shall be final, binding and conclusive.

3.6    Incorporation of the Plan. The Plan, as it exists on the date of this Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Award and this Agreement shall be subject to all terms and conditions of the Plan and any subsequent amendments to the Plan. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise. The Holder hereby acknowledges receipt of a copy of the Plan.

3.7     Value of Units and Stock. The Company makes no representation as to the value of the Units. The Company is not responsible for any fluctuations in the value of the Stock.

3.8    Investment Representation. The Holder hereby represents and covenants that (a) any shares of Stock acquired under the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities law; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (i) is true and correct as of the date of acquisition of any shares hereunder or (ii) is true and correct as of the date of any sale of any such shares, as applicable. As a further condition precedent to the delivery to the Holder of any shares subject to the Units, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

3.9    Notices and Electronic Delivery. The Company may, in its sole discretion, deliver any documents (other than certificates), notices or other communications related to the Units and the Holder’s participation in the Plan by electronic means. The Holder hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Any documents, notices or other communications which are not delivered electronically pursuant to this section shall be in writing, and shall be deemed to have been duly given when received, if delivered personally, or when mailed, if sent by first class mail, postage paid, addressed as follows:

(a)if to the Company or the Committee, to the attention of the Vice President, Total Rewards, Owens Corning World Headquarters, One Owens Corning Parkway, Toledo, Ohio 43659, or to the attention of such other person or at such other address as the Company, by notice to the Holder, may designate in writing from time to time, and

(b)if to the Holder, at his address as shown on the records of the Company, or at such other address as the Holder, by notice to the Company, may designate in writing from time to time.

3.10    Miscellaneous.

(a)Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any right hereunder in accordance with the Plan.

(b)Entire Understanding. The Plan and this Agreement constitute the entire agreement and understanding between the parties with respect to the matters described herein and supersede all prior and contemporaneous agreements and understandings, oral and written, between the parties with respect to such subject matter.

(c)Modification. No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

(d)Waiver. The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

(e)Fees and Expenses; Legal Compliance. The Company shall pay all fees and expenses necessarily incurred by the Company in connection with this Agreement and will from time to time use its reasonable efforts to comply with all laws and regulations which, in the opinion of counsel to the Company, are applicable thereto.

(f)Governing Law. This Agreement shall be governed and construed and the legal relationships of the parties determined in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.

(g)Data Privacy. By signing this Agreement, including by way of electronic acceptance by means acceptable to the Company of the Agreement, the Holder explicitly consents to the collection, processing, and transfer (electronically or otherwise) of personal data by the Company and any third parties as necessary. Moreover, the Holder explicitly acknowledges and agrees that personal data (including but not limited to Holder’s name, home address, telephone number, and tax identification number) may be transferred to third parties assisting the Company with the implementation of the Plan. The Holder expressly authorizes such transfer to and processing by third parties. The Company will take reasonable measures to keep the Holder’s personal data private, confidential, and accurate. The Holder may obtain details with respect to the collection and transfer of his or her personal data in relation to the Plan participation and may also request access to and updates of such personal data, if needed, by contacting Vice President, Total Rewards, Owens Corning World Headquarters, One Owens Corning Parkway, Toledo, Ohio 43659.

(h)Company to Reserve Shares. The Company shall at all times prior to the expiration or termination of the Units reserve and keep available, either in its treasury or out of its authorized but unissued shares of Stock, the full number of shares subject to the Units from time to time.

(j)    Compliance with Section 409A of the Code. To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. The Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder). Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

ACCEPTED AND AGREED TO:

By: ________________________________

(Name)

Date: ______________________________

(Date)

EX-10.33

Exhibit 10.33

[YEAR] LONG TERM INCENTIVE PROGRAM

AWARD AGREEMENT

pursuant to the

OWENS CORNING

2013 STOCK PLAN

RESTRICTED STOCK UNIT AWARD

OWENS CORNING, a Delaware corporation (the “Company”), hereby grants to [Participant Name] (the “Holder”), as of [Grant Date]( the “Grant Date”), pursuant to the provisions of the Owens Corning 2013 Stock Plan (the “Plan”), [Number of Shares Granted] restricted stock units (the “Units”) relating to shares of the Company’s Common Stock, $0.01 par value (“Stock”), upon and subject to the restrictions, terms and conditions set forth below (the “Award”). Each Unit shall provide for the issuance and transfer to the Holder of one share of Stock upon the lapse of the restrictions set forth in Section 1 hereof. Upon issuance and transfer of the shares of Stock subject to the Units following the lapse of the Restriction Period, the Holder shall have all rights incident to ownership of such shares, including but not limited to voting rights and the right to receive dividends. References to employment by the Company shall also mean employment by a Subsidiary. Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Restriction Period and Vesting.

(a)The Units shall vest and the restrictions shall lapse as follows: (i) 25% of the Units shall vest and restrictions shall lapse on each anniversary of the grant date (the “Vesting Dates”) until the award is fully vested, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 of the Plan (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture.

(b)If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of death or Disability, the Units that are then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination.

(c)If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death or Disability, the Units that are then unvested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company.

(d)In the event of a Change in Control, as defined in the Plan, the Units shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan; provided, however, that in the event that (i) the Units constitute the payment of nonqualified deferred compensation within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) the Change in Control does not constitute a “change in control event’ within the meaning of Section 409A of the Code, the Units shall not immediately vest upon such Change in Control, but instead shall vest and be payable in accordance with the vesting schedule set forth in clause (i) of Section 1(a) hereof, or earlier pursuant to Section 1(b) hereof.

2. Rights as a Stockholder.

During the Restricted Period, the Holder will be credited with additional Units to reflect dividends payable with respect to the shares of Stock represented by the Units, with the increase in the number of Units equal to the number of shares of Stock that could be purchased with the dividends based on the value of the Stock at the time such dividends are paid; provided, however, that in lieu of crediting a Unit with respect to a fraction of a share, the Company will be entitled to pay to the Holder an amount equal to the fair market value of such fractional share. Units credited pursuant to the preceding sentence shall be subject to the restrictions set forth in Section 1 hereof and shall be paid to the Holder in the time and manner as provided under this Agreement. No dividends will be credited with respect to record dates occurring prior the Grant Date, or with respect to record dates occurring after the Holder forfeits the Units. The Holder shall not be a shareholder of record with respect to the shares of Stock underlying the Units and shall have no voting rights with respect to such shares during the Restricted Period.

3. Withholding Taxes.

(a)As a condition precedent to the delivery to the Holder of any shares of Stock upon the lapse of the Restriction Period, the Holder agrees that, upon request by the Company, the Holder shall pay to the Company such amount of cash as may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to such Unit. If the Holder shall fail to advance the Required Tax Payments after request by the Company, the Holder agrees that the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Holder. The Holder, other than a Holder subject to Section 16(b) of the Securities Exchange Act of 1934 and rules thereunder, also agrees that the Company may direct the sale of the number shares subject to the award sufficient to satisfy Required Tax Payments as the Company may deem necessary and subject to the limitations set forth in the Plan.

(b)The Company may direct or may permit the Holder to elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company pursuant to Section 3(a), (2) for other than Canadian employees, delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Stock (for which the Holder has good title, free and clear of all liens and encumbrances) having a Fair Market Value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Unit (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold from the shares of Stock otherwise to be delivered to the Holder pursuant to the Unit having a Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) a cash payment by a broker-dealer acceptable to the Company through whom the Holder has sold the shares with respect to which the Required Tax Payments have arisen or (5) any combination of (1), (2) and (3). Notwithstanding any other provision of Section 3(a) and (b) of this Agreement, in the absence of any direction by the Company of permitted election by the Holder, the default method of satisfying the Required Tax Payments shall be through share withholding. No certificate representing a share of Stock shall be delivered to the Holder until the Required Tax Payments have been satisfied in full.

4. Additional Terms and Conditions of Units.

4.1Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder shall accept this Agreement by executing it in an enforceable manner, including through an electronic acceptance, in such form as is determined to be acceptable within the discretion of the Committee.

4.2Agreement Not To Compete and Not To Solicit

(a)In exchange for the consideration provided by the Company in this Agreement, Holder agrees that, during the Covenant Period, Holder shall not, without the prior written consent of the Company: i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; iii) directly or indirectly, on behalf of Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to Holder’s knowledge, potential customer of the Company or any Subsidiary; or iv) directly or indirectly engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any employee, independent contractor, consultant, sales representative, vendor, supplier, distributor, independent contractor, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date.

(b)If any covenant or other term in this Agreement (including without limitation any covenant in Section 4.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time

or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court.

(c)Holder agrees that money damages would not be a sufficient remedy for any breach of this Section 4.2 by Holder and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Holder further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy.

(d)Holder agrees and acknowledges that (i) the services rendered by Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 4.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to Holder is good and sufficient consideration for such covenants, and (v) Holder’s compliance with such covenants will not preclude or unreasonably restrict Holder from engaging in other activities for the purpose of earning a livelihood.

(e)As used herein, i) the term “Competitor” means any person, or entity that A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which Holder performed any work or services at any time during the last twenty-four (24) months during which Holder was employed by Company or any Subsidiary and B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where Holder has engaged in business activities on behalf of the Company or any Subsidiary: and ii) the term “Covenant Period” means the period ending on the second anniversary of the date Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

4.3Nontransferability of Units. During the Restriction Period, the Units subject to the Award and not then vested may not be transferred by the Holder other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing, during the Restriction Period, the shares of Stock subject to the Award and not then vested may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to sell, transfer, assign, pledge, hypothecate or encumber, or otherwise dispose of such Units, the Award shall immediately become null and void.

4.4Adjustment. In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Stock other than a regular cash dividend, the number and class of securities subject to the Units shall be appropriately adjusted by the Committee. If any adjustment would result in a fractional security being subject to the Units, the Company shall pay the Holder in connection with the vesting, if any, of such fractional security an amount in cash determined by multiplying such fraction (rounded to the nearest hundredth) by the Fair Market Value on the Vesting Date. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

4.5Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares subject to the Units upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of shares hereunder, the shares of Stock subject to the Units shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. Further, Holder agrees that to the extent issuance of shares in the Holder’s jurisdiction is impossible, illegal, unauthorized, or in the Company’s discretion is imprudent or is otherwise impracticable for any reason, that the Company may, in its discretion, either deem the Award to be a cash award of equivalent cash value or may direct the sale of all shares subject to the Award and settle the Award in cash locally with the Holder.

4.6Delivery of Certificates. Subject to the foregoing paragraph, promptly following the vesting of the Units, in whole or in part, but in any event not more than two and one-half months thereafter, the Company, subject to the withholding provisions of Section 3, shall deliver or cause to be delivered one or more certificates representing the number of shares of

Stock represented by the vested Units. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 3.

4.7Award Confers No Rights to Continued Employment. The granting of the Units does not entitle the Holder to any award other than that specifically granted under the Plan, nor to any future award under the Plan or any similar plan. The Award does not become part of the contract of employment or any other employment relationship with the Holder’s employer, and the Award is not a guarantee of continued employment. Moreover, the Award or any future awards do not become a term or condition of employment. The Holder understands and accepts that the Units granted under the Plan are entirely at the discretion of the Company and that the Company retains the right to amend or terminate the Plan and/or the Holder's participation therein, at any time, at the Company’s sole discretion and without notice. The benefits and rights provided under the Plan are not, and should not be considered part of the Holder’s salary or compensation for purposes of any other calculation, including calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind, except as required by applicable law. The Holder hereby waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: (a) the loss or diminution in value of any rights under the Plan; or (b) the Holder ceasing to have any rights under, or ceasing to be entitled to any rights under, the Plan as a result of such termination.

4.8Decisions of Board or Committee. The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Administration of the Awards has been delegated to the Company. Any interpretation, determination or other action made or taken by the Board or the Committee, or the Company as its delegate, regarding the Plan or this Agreement shall be final, binding and conclusive.

4.9Incorporation of the Plan. The Plan, as it exists on the date of this Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Award and this Agreement shall be subject to all terms and conditions of the Plan and any subsequent amendments to the Plan. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise. The Holder hereby acknowledges receipt of a copy of the Plan.

4.10Value of Units and Common Stock. The Company makes no representation as to the value of the Units. The Company is not responsible for any fluctuations in the value of the Company’s Common Stock.

4.11Investment Representation. The Holder hereby represents and covenants that (a) any shares of Stock acquired upon the vesting of the Units will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities law; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (i) is true and correct as of the date of acquisition of any shares hereunder or (ii) is true and correct as of the date of any sale of any such shares, as applicable. As a further condition precedent to the delivery to the Holder of any shares subject to the Units, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

4.12Notices and Electronic Delivery. The Company may, in its sole discretion, deliver any documents (other than certificates), notices or other communications related to the Units and the Holder’s participation in the Plan by electronic means. The Holder hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Any documents, notices or other communications which are not delivered electronically pursuant to this section shall be in writing, and shall be deemed to have been duly given when received, if delivered personally, or when mailed, if sent by first class mail, postage paid, addressed as follows:

(a)if to the Company or the Committee, to the attention of the Vice President, Total Rewards, Owens Corning World Headquarters, One Owens Corning Parkway, Toledo, Ohio 43659, or to the attention of such other person or at such other address as the Company, by notice to the Holder, may designate in writing from time to time, and

(b)if to the Holder, at his address as shown on the records of the Company, or at such other address as the Holder, by notice to the Company, may designate in writing from time to time.

4.13Deferral of Shares

(a)Deferral Election.If the Holder made an election, in accordance with the terms and conditions prescribed by the Company and Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), to defer the receipt of the shares of Stock that become vested pursuant to Section 2, such shares shall be payable at the time and form elected by the Holder.

(b)Dividend Equivalents.Until the distribution of shares of Stock deferred pursuant to this Section 4.13 (the “Deferral Period”), such shares shall continue to be credited with dividend equivalents, which shall be reinvested as additional deferred shares, in accordance with Section 1 hereof.

(c)Section 409A.Theprovisions of this Agreement shall be construed and interpreted in a manner consistent with the requirements for avoiding taxes or penalties under Section 409A of the Code. If the Company determines that any amounts payable hereunder may be taxable to the Holder under Section 409A of the Code, the Company may (i) adopt such amendments to the Agreement and appropriate policies and procedures, including amendments and policies with retroactive effect, that the Company determines necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement and/or (ii) take such other actions as the Company determines necessary or appropriate to avoid or limit the imposition of an additional tax under Section 409A; provided, that neither the Company nor any of its Affiliates nor any other person or entity shall have any liability to the Holder with respect to the tax imposed by Section 409A of the Code. To the extent any amounts under this Agreement are payable by reference to the Holder’s “termination of employment,” such term shall be deemed to refer to the Holder’s “separation from service,” within the meaning of Section 409A of the Code. Notwithstanding any other provision in this Agreement, if the Holder is a “specified employee,” as defined in Section 409A of the Code, as of the date of the Holder’s separation from service, then to the extent any amount payable to the Holder is payable upon the Holder’s separation from service, such payment shall be delayed until the earlier to occur of (A) the first business day following the six-month anniversary of the separation from service and (B) the date of the Holder’s death.

4.14Miscellaneous.

(a)Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any right hereunder in accordance with the Plan.

(b)Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement.

(c)Entire Understanding. The Plan and this Agreement constitute the entire agreement and understanding between the parties with respect to the matter described herein and supersede all prior and contemporaneous agreements and understandings, oral and written, between the parties with respect to such subject matter; provided, however, that the covenants contained in Section 4.2 shall complement and shall be in addition to, and shall not supersede similar covenants made by Holder to the Company or any Subsidiary in the Agreement-Protection of Owens Corning Proprietary Interests or the Intellectual Property Agreement if Holder has executed such an agreement.

(d)Modification. No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

(e)Waiver. The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

(f)Fees and Expenses; Legal Compliance. The Company shall pay all fees and expenses necessarily incurred by the Company in connection with this Agreement and will from time to time use its reasonable efforts to comply with all laws and regulations which, in the opinion of counsel to the Company, are applicable thereto.

(g)Governing Law. This Agreement shall be governed and construed and the legal relationships of the parties determined in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.

(h)Data Privacy. By signing this Agreement, including by way of electronic acceptance by means acceptable to the Company of the Agreement, the Holder explicitly consents to the collection, processing, and transfer (electronically or otherwise) of personal data by the Company, the Holder’s employer, and any third parties as necessary. Moreover, the Holder explicitly acknowledges and agrees that personal data (including but not limited to Holder’s name, home address, telephone number, employment status, tax identification number, and data for tax withholding purposes) may be transferred to third parties assisting the Company with the implementation of the Plan. The Holder expressly authorizes such transfer to and processing by third parties. Furthermore, the Holder explicitly consents to the transfer of the Holder’s personal data to countries other than his or her country of employment. The Company will take reasonable measures to keep the Holder’s personal data private, confidential, and accurate. The Holder may obtain details with respect to the collection and transfer of his or her personal data in relation to the Plan participation and may also request access to and updates of such personal data, if needed, by contacting his or her local Human Resources contact.

(i)Company to Reserve Shares. The Company shall at all times prior to the expiration or termination of the Units reserve and keep available, either in its treasury or out of its authorized but unissued shares of Stock, the full number of shares subject to the Units from time to time.

(j)    Compliance with Section 409A of the Code.

(i)To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. The Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).

(ii)To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in this Agreement, issuance of shares in payment of the Units will be made, to the extent necessary to comply with Section 409A of the Code, to the Holder on the earliest of: (1) the date of the end of the Restriction Period with respect to such shares; (2) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (ii) shall be the date that is six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).

(iii)Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

5.15    Provisions Relating to Non-U.S. Jurisdictions.

(a)Local Compliance. The Holder remains personally responsible for any local compliance requirements resulting from his or her receipt, ownership, and subsequent sale of Common Stock, as well as the transfer of funds abroad, the making of a foreign investment, and the opening or use of a U.S. brokerage account in relation to his or her receipt of Common Stock. If the Award to the Holder under this Agreement is subject to China SAFE regulations, the Holder agrees to abide by applicable requirements for disposal of vested shares following termination of employment and hereby affirmatively authorizes the Company to direct the sale or disposal of shares within 6 months following termination of employment in order to comply with these requirements.

(b)Exchange Rate Fluctuation. The Company is not responsible for any foreign exchange fluctuations between the Holder’s local currency and the U.S. dollar.

(c)Language Translation. To the extent that the Holder has been provided with a translation of this Agreement, the English language version of this Agreement shall prevail in case of any discrepancies or ambiguities due to translation.

(d)Cash Settlement Relating to Holders in certain Jurisdictions. The delivery of shares of Stock under this Agreement, if any, shall be effective only at any applicable time as counsel to the Company shall have determined that the

issuance and delivery of such Stock is in compliance with all applicable laws and regulations of such jurisdiction and the requirements of any securities exchange on which such Stock is traded. Notwithstanding any other provision of the Plan or this Agreement to the contrary, if at any time it is determined by counsel to the Company that the issuance and delivery of shares of Stock pursuant to this Agreement to a Holder in such jurisdiction would for any reason be unenforceable or prohibited as a matter of law or would result in material adverse consequences for the Company or the Holder, then the Award shall instead be settled in cash in an amount equal to the value of the shares of Stock, determined using the closing price on the Vesting Date, that would have been delivered under the Award.

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Sign Name

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Print Name

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Date

EX-10.34

Exhibit 10.34

[YEAR] LONG TERM INCENTIVE PROGRAM

AWARD AGREEMENT

pursuant to the

OWENS CORNING

2013 STOCK PLAN

PERFORMANCE SHARE UNIT AWARD

Owens Corning, a Delaware corporation (the “Company”), hereby grants to [Participant Name] (the “Holder”), as of[Grant Date], (the “Grant Date”), pursuant to the provisions of the Owens Corning 2013 Stock Plan (the “Plan”), [Number of Shares Granted] share-settled Performance Share Units (the “Units”) relating to shares of the Company’s Common Stock, $0.01 par value (“Stock”), upon and subject to the terms and conditions set forth below (the “Award”). The Units comprising the Award may be recorded in an unfunded Unit account in the Holder’s name maintained by the Company. Units shall have no distribution, dividend or voting rights. The Holder will have no rights as a stockholder of the Company by virtue of any award of Units until shares of Stock, if any, are issued to the Holder as described in this Agreement. Capitalized terms not defined herein shall have the meanings specified in the Plan.

1.Performance Criteria; Performance Targets; Performance Period.

(a)For purposes of the Award, performance criteria consist of one or more specific “Performance Measures,” as defined in Section 1.2 of the Plan, which have been selected by the Compensation Committee (the “Committee”) in accordance with the Plan. Based on such performance criteria, the Committee shall determine if, and to the extent, the Award shall become vested and payable to the Holder as a result of the achievement of performance targets which have been established by the Committee at the “Entry,” “Target” and “Maximum” levels. These performance criteria and performance targets have been communicated to the Holder in a written document separate from the Award (“Performance Document”). The Award shall be payable as follows: (i) if the Entry level is not achieved, no amount shall be payable pursuant to this Award, (ii) if the Target level is achieved, the Target amount shall be payable pursuant to the Award, (iii) if the Maximum level is achieved, two times the Target amount shall be payable pursuant to the Award, and (iv) the amount payable pursuant to the Award shall be interpolated on a linear basis for achievement between the Entry level and the Target level and between the Target level and the Maximum level. The Committee may elect additional performance measure(s) to incent above-maximum performance, which if achieved as described in the Performance Document, will result in an additional Target-level payout.

(b)The achievement of the performance targets specified in Section 1(a) hereof shall be for the performance period commencing as of January 1, [YEAR] and ending on December 31, [YEAR] (the “Performance Period”) and such achievement shall be determined by the Committee as of December 31, [YEAR] (the “Determination Date”).

2.Vesting.

(a)Continuous Service. Subject to the terms and conditions of this Agreement, the Units shall become fully vested on the Determination Date; provided that the Holder remains in continuous service with the Company or any subsidiary or affiliate of the Company as an employee, director or consultant (“Continuous Service”) through and including the Determination Date. As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture.

(b)Termination of Continuous Service.

(i)If, after the Grant Date and prior to the Determination Date and prior to a Change in Control, the Holder’s Continuous Service is terminated by reason of (A) death or (B) Disability, then the payment of the Award shall be determined in accordance with the achievement of the performance criteria, and the Holder shall at the time of such termination be vested in full. Settlement of the Units under this section, if any, shall be made as soon as practicable after the Determination Date, but in no event later than March 15, [YEAR].

(ii)If, after the Grant Date and prior to the Determination Date and prior to a Change in Control, the Holder’s Continuous Service is terminated for any reason other than death or Disability, then the Holder shall forfeit the Award.

3.Payment. The Units that vest in accordance with the terms of Section 2 shall be paid to the Holder in shares of unrestricted Stock or deferred stock units pursuant to Section 6.14(k); provided, however, that no fractional share of

Stock shall be issued pursuant to the Award. All shares of Stock payable pursuant to this Section 3 shall be paid to the Holder after the Determination Date but in no event later than March 15, [YEAR]. Notwithstanding any provisions of this Agreement to the contrary, no payment shall occur pursuant to this Section 3 unless and until the Committee has certified that the applicable performance criteria have been satisfied, which certification shall occur within 60 days of the date on which the Performance Period ends.

4.Change in Control. In the event of a Change in Control, as defined in the Plan, after the Grant Date and prior to the Determination Date, the performance criteria shall be deemed to be satisfied at maximum level and the Units shall become fully vested. The Units vested in accordance with the terms of this Section 4 shall be paid to the Holder within 30 days following such Change in Control in shares of unrestricted Stock as provided in Section 3 hereof.

5.Withholding Taxes.

(a)As a condition precedent to the delivery to the Holder of any shares of Stock payable pursuant to the Award, the Holder agrees that, upon request by the Company, the holder shall pay to the Company such amount of cash as may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to the Award. If the Holder shall fail to advance the Required Tax Payments after request by the Company, the Holder agrees that the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Holder. The Holder, other than a Holder subject to Section 16(b) of the Securities Exchange Act of 1934 and rules thereunder, also agrees that the Company may direct the sale of the number shares subject to the award sufficient to satisfy Required Tax Payments as the Company may deem necessary and subject to the limitations set forth in the Plan.

(b)The Company may direct or may permit the Holder to elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company pursuant to Section 5(a), (2) for other than Canadian employees, delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Stock (for which the Holder has good title, free and clear of all liens and encumbrances) having a Fair Market Value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Award (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold from the shares of Stock otherwise to be delivered to the Holder pursuant to the Award shares of Stock having a Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) a cash payment by a broker-dealer acceptable to the Company through whom the Holder has sold the shares with respect to which the Required Tax Payments have arisen or (5) any combination of (1), (2) and (3). Notwithstanding any other provision of Section 2(a) and (b) of this Agreement, in the absence of any direction by the Company of permitted election by the Holder, the default method of satisfying the Required Tax Payments shall be through withholding shares. No certificate representing a share of Stock shall be delivered to the Holder until the Required Tax Payments have been satisfied in full.

6.Additional Terms and Conditions of Award.

6.1Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder shall accept this Agreement by executing it in an enforceable manner, including through an electronic acceptance, in such form as is determined to be acceptable within the discretion of the Committee.

6.2    Agreement Not To Compete and Not To Solicit

(a)    In exchange for the consideration provided by the Company in this Agreement, Holder agrees that, during the Covenant Period, Holder shall not, without the prior written consent of the Company: i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, , lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; iii) directly or indirectly, on behalf of Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to Holder’s knowledge, potential customer of the Company or any Subsidiary; or iv) directly or indirectly engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any employee, independent contractor, consultant, sales representative, vendor, supplier, distributor, independent contractor, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose

capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date.

(b)     If any covenant or other term in this Agreement (including without limitation any covenant in Section 4.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court..

(c)     Holder agrees that money damages would not be a sufficient remedy for any breach of this Section 4.2 by Holder and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Holder further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy.

(d)    Holder agrees and acknowledges that (i) the services rendered by Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 4.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to Holder is good and sufficient consideration for such covenants, and (v) Holder’s compliance with such covenants will not preclude or unreasonably restrict Holder from engaging in other activities for the purpose of earning a livelihood.

(e)    As used herein, i) the term “Competitor” means any person, or entity that A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which Holder performed any work or services at any time during the last twenty-four (24) months during which Holder was employed by Company or any Subsidiary and B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where Holder has engaged in business activities on behalf of the Company or any Subsidiary: and ii) the term “Covenant Period” means the period ending on the second anniversary of the date Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

6.3.Nontransferability of Units. Prior to the Determination Date, the Units subject to the Award and not then vested may not be transferred by the Holder other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing, prior to the Determination Date, the shares of Stock subject to the Award and not then vested may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to sell, transfer, assign, pledge, hypothecate or encumber, or otherwise dispose of such Units, the Award shall immediately become null and void.

6.4.Adjustment. In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Stock other than a regular cash dividend, the number of Units subject to the Award shall be appropriately adjusted by the Committee to reflect certain corporate transactions which affect the number, type or value of the Units. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

6.5.Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of shares hereunder, the Units subject to the Award shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not

acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. Further, Holder agrees that to the extent issuance of shares in the Holder’s jurisdiction is impossible, illegal, unauthorized, or in the Company’s discretion is imprudent or is otherwise impracticable for any reason, that the Company may, in its discretion, either deem the Award to be a cash award of equivalent cash value or may direct the sale of all shares subject to the Award and settle the Award in cash locally with the Holder.

6.6.Delivery of Certificates. The Company, subject to the withholding provisions of Section 5, shall promptly deliver or cause to be delivered one or more certificates representing the number of shares of Stock represented by the vested Units which are payable under Section 3. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 5.

6.7.Award Confers No Rights to Continued Employment. The granting of this Award does not entitle the Holder to any award other than that specifically granted under the Plan, nor to any future awards under the Plan or any similar plan. The Award does not become part of the contract of employment or any other employment relationship with the Holder’s employer, and the Award is not a guarantee of continued employment. Moreover, the Award or any future awards do not become a term or condition of employment. The Holder understands and accepts that the awards granted under the Plan are entirely at the discretion of the Company and that the Company retains the right to amend or terminate the Plan and/or the Holder's participation therein, at any time, at the Company’s sole discretion and without notice. The benefits and rights provided under the Plan are not, and should not be considered part of the Holder’s salary or compensation for purposes of any other calculation, including calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind, except as required by applicable law. The Holder hereby waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: (a) the loss or diminution in value of any rights under the Plan; or (b) the Holder ceasing to have any rights under, or ceasing to be entitled to any rights under the Plan as a result of such termination.

6.8.Decisions of Board or Committee. The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Administration of the Awards has been delegated to the Company. Any interpretation, determination or other action made or taken by the Board or the Committee, or the Company as its delegate, regarding the Plan or this Agreement shall be final, binding and conclusive.

6.9.Incorporation of the Plan. The Plan, as it exists on the date of this Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Award and this Agreement shall be subject to all terms and conditions of the Plan and any subsequent amendments to the Plan. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise. The Holder hereby acknowledges receipt of a copy of the Plan.

6.10.Value of Units and Common Stock. The Company makes no representation as to the value of the Units. The Company is not responsible for any fluctuations in the value of the Company’s Common Stock.

6.11.Investment Representation. The Holder hereby represents and covenants that (a) any shares of Stock acquired upon payment of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities law; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (i) is true and correct as of the date of acquisition of any shares hereunder or (ii) is true and correct as of the date of any sale of any such shares, as applicable. As a further condition precedent to the delivery to the Holder of any shares subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

6.12.Notices and Electronic Delivery. The Company may, in its sole discretion, deliver any documents (other than certificates), notices or other communications related to the Award and the Holder’s participation in the Plan by electronic means. The Holder hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Any documents, notices or other communications which are not delivered electronically pursuant to this section shall be in writing and shall be deemed to have been duly given when received, if delivered personally, or when mailed, if sent by first class mail, postage paid, addressed as follows:

(a) if to the Company or the Committee, to the attention of the Vice President, Total Rewards, Owens Corning World Headquarters, One Owens Corning Parkway, Toledo, Ohio 43659, or to the attention of such other person or at such other address as the Company, by notice to the Holder, may designate in writing from time to time, and

(b) if to the Holder, at his address as shown on the records of the Company, or at such other address as the Holder, by notice to the Company, may designate in writing from time to time.

6.13.Miscellaneous.

(a)Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any right hereunder in accordance with the Plan.

(b)Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement.

(c)Entire Understanding. The Plan and this Agreement constitute the entire agreement and understanding between the parties with respect to the matters described herein and supersede all prior and contemporaneous agreements and understandings, oral and written, between the parties with respect to such subject matter; provided, however, that the covenants contained in Section 6.2 shall complement and shall be in addition to, and shall not supersede similar covenants made by Holder to the Company or any Subsidiary in the Agreement-Protection of Owens Corning Proprietary Interests or the Intellectual Property Agreement if Holder has executed such an agreement.

(d)Modification. No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

(e)Waiver. The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

(f)Fees and Expenses; Legal Compliance. The Company shall pay all fees and expenses necessarily incurred by the Company in connection with this Agreement and will from time to time use its reasonable efforts to comply with all laws and regulations which, in the opinion of counsel to the Company, are applicable thereto.

(g)Governing Law. This Agreement shall be governed and construed and the legal relationships of the parties determined in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.

(h)Data Privacy. By signing this Agreement, including by way of electronic acceptance by means acceptable to the Company of the Agreement, the Holder explicitly consents to the collection, processing, and transfer (electronically or otherwise) of personal data by the Company, the Holder’s employer, and any third parties as necessary. Moreover, the Holder explicitly acknowledges and agrees that personal data (including but not limited to Holder’s name, home address, telephone number, employment status, tax identification number, and data for tax withholding purposes) may be transferred to third parties assisting the Company with the implementation of the Plan. The Holder expressly authorizes such transfer to and processing by third parties. Furthermore, the Holder explicitly consents to the transfer of the Holder’s personal data to countries other than his or her country of employment. The Company will take reasonable measures to keep the Holder’s personal data private, confidential, and accurate. The Holder may obtain details with respect to the collection and transfer of his or her personal data in relation to the Plan participation and may also request access to and updates of such personal data, if needed, by contacting his or her local Human Resources contact.

(i)Company to Reserve Shares. The Company shall at all times prior to the expiration or termination of the Units reserve and keep available, either in its treasury or out of its authorized but unissued shares of Stock, the full number of shares subject to the Units from time to time.

(j)Compliance with Section 409A of the Code.

(i)To the extent applicable, it is intended that the Agreement and the Plan comply with the provisions of Section 409A of the Code, so that the income inclusion provisions of Section 409A(a)(1) of the Code do not apply to the Holder. The Agreement and the Plan shall be administered in a manner consistent with this intent, and any provision that would cause the Agreement or the Plan to fail to satisfy Section 409A of the Code shall have no force and effect until amended to comply with Section 409A of the Code (which amendment may be retroactive to the extent permitted by Section 409A of the Code and may be made by the Company without the consent of the Holder).

(ii)To the extent the Holder has a right to receive payment pursuant to this Agreement, the payment is subject to Section 409A, and the event triggering the right to payment does not constitute a permitted distribution event under Section 409A(a)(2) of the Code, then notwithstanding anything to the contrary in Section 3 hereof, issuance of shares in payment of the Units will be made, to the extent necessary to comply with Section 409A of the Code, to the Holder on the earliest of: (1) the Determination Date; (2) the Holder’s “separation from service” with the Company (determined in accordance with Section 409A of the Code), provided, that if the Holder is a “specified employee” (within the meaning of Section 409A of the Code), the Holder’s date of payment of the Award pursuant to this clause (2) shall be the date that is six months after the date of the Holder’s separation of service with the Company; (3) the Holder’s death; (4) the Holder’s permanent disability (within the meaning of Section 409A(a)(2)(C) of the Code); or (5) a change in control event (within the meaning of Section 409A of the Code).

(iii)Reference to Section 409A of the Code will also include any regulations, or any other guidance, promulgated with respect to such Section by the U.S. Department of the Treasury or the Internal Revenue Service.

(k)Deferred Stock Units. Performance share units may be settled in the form of deferred stock units pursuant to a valid deferral election by the Holder. The Holder shall have all rights incident to ownership of such share units, including but not limited to the right to receive dividend equivalents in the form of additional deferred stock units.

6.14.Non-U.S. Jurisdictions.

(a)Local Compliance. The Holder remains personally responsible for any local compliance requirements resulting from his or her receipt, ownership, and subsequent sale of Common Stock, as well as the transfer of funds abroad, the making of a foreign investment, and the opening or use of a U.S. brokerage account in relation to his or her receipt of Common Stock. For Holder’s whose Award under this Agreement is subject to China SAFE regulations, the Holder agrees to abide by applicable requirements for disposal of vested shares following termination of employment and hereby affirmatively authorizes the Company to direct the sale or disposal of shares within 6 months following termination of employment in order to comply with these requirements.

(b)Exchange Rate Fluctuation. The Company is not responsible for any foreign exchange fluctuations between the Holder’s local currency and the U.S. dollar.

(c)Language Translation. To the extent that the Holder has been provided with a translation of this Agreement, the English language version of this Agreement shall prevail in case of any discrepancies or ambiguities due to translation.

(d)Certain Requirements Relating to the French Plan. For grants made pursuant to the French Plan, where such grants are intended to be qualified grants under the terms of the French Plan, except in the event of death and except as otherwise provided by the French Commercial Code, the disposal of shares of Stock delivered is prohibited for a minimum period of two years beginning on their delivery. Once delivered, shares may not be sold within the periods as set forth in Article L. 225-197-1, I of the French Commercial Code.

(e)Cash Settlement Relating to Holders in certain Jurisdictions. For the Holder under the laws of their applicable jurisdiction, the delivery of shares of Stock under this Agreement, if any, shall be effective only at such time as counsel to the Company shall have determined that the issuance and delivery of such Stock is in compliance with all applicable laws and regulations of such jurisdiction and the requirements of any securities exchange on which such Stock is traded. Notwithstanding any other provision of the Plan or this Agreement to the contrary, if at any time it is determined by counsel to the Company that the issuance and delivery of shares of Stock pursuant to this Agreement to a Holder in such jurisdiction would for any reason be unenforceable or prohibited as a matter of law or would result in material adverse consequences for the

Company or the Holder, then the portion of the Award that would have been settled in shares of Stock shall instead be settled in cash in an amount equal to the value of the shares of Stock that would have been delivered under the Award.

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Sign Name

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Print Name

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Date

EX-10.35

Exhibit 10.35

[YEAR] LONG TERM INCENTIVE PROGRAM

AWARD AGREEMENT

pursuant to the

OWENS CORNING

2013 STOCK PLAN

RESTRICTED STOCK AWARD

OWENS CORNING, a Delaware corporation (the “Company”), hereby grants to [Participant Name] (the “Holder”), as of [Grant Date]( the “Grant Date”), pursuant to the provisions of the Owens Corning 2013 Stock Plan (the “Plan”), a restricted stock award (the “Award”) of [Number of Shares Granted] shares of the Company’s Common Stock, $0.01 par value (“Stock”), upon and subject to the restrictions, terms and conditions set forth below. References to employment by the Company shall also mean employment by a Subsidiary or Affiliate. Capitalized terms not defined herein shall have the meanings specified in the Plan.

1. Rights as a Stockholder.

The Holder shall have the right to vote the shares of Stock subject to the Award and to accrue cash dividends and other distributions thereon unless and until such shares are forfeited pursuant to this Agreement; provided, however, that during the Restriction Period, cash dividends or other distributions with respect to shares of Stock (including, without limitation, a Stock dividend or a Stock split) shall be delivered to the Company and shall be payable only upon vesting. Any right to receive cash dividends or other distributions with respect to shares of Stock which are accrued and credited pursuant to the preceding sentence shall be subject to the same restrictions and vesting period as the shares of Stock with respect to which such cash dividend or other distribution was made.

2. Custody and Delivery of Certificates Representing Shares.

The Holder shall execute and return this Agreement. As soon as practicable after the Holder has executed this Agreement and any stock power or powers as required by the Company and returned the same to the Company, the Company shall cause to be issued in the Holder’s name a stock certificate or certificates representing the total number of shares of Stock subject to the Award. The Company shall hold the certificate or certificates representing the shares of Stock subject to the Award until such Award shall have vested, in whole or in part, pursuant to this Agreement, and the Company shall as soon thereafter as practicable, subject to the terms, conditions and limitations of this Agreement, deliver the certificate or certificates for the vested shares to the Holder and destroy any stock power or powers relating to the vested shares. The Company may require the execution and delivery to the Company of one or more irrevocable stock powers to facilitate the transfer to the Company (or its assignee or nominee) of all or a portion of the shares subject to the Award if shares are forfeited pursuant to the vesting and forfeiture provisions of this Agreement or if required under applicable laws or regulations relating to any shares that are the subject of this Stock Award.

3. Restriction Period and Vesting.

(a) The Award shall vest and the restrictions shall lapse as follows: (i) 25% of the Award shall vest and restrictions shall lapse on each anniversary of the grant date (the “Vesting Dates”) until the award is fully vested, or (ii) earlier pursuant to this Agreement or in accordance with Section 6.8 of the Plan (the “Restriction Period”). As used herein, the term “vest” shall mean no longer subject to a substantial risk of forfeiture.

(b) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates by reason of death or Disability, the portion of the Award that is then unvested shall vest in full, and restrictions shall lapse, as of the date of such termination.

(c) If, prior to the end of the Restriction Period, the Holder’s employment with the Company terminates for any reason other than death or Disability, the portion of the Award which is not vested as of the effective date of the Holder’s termination of employment shall be forfeited by the Holder and such portion shall be cancelled by the Company.

(d) In the event of a Change in Control, as defined in the Plan, the Award shall immediately vest in full and the restrictions shall lapse as provided in Section 6.8 of the Plan.

4. Withholding Taxes.

(a) As a condition precedent to the delivery to the Holder of any shares of Stock upon the lapse of the Restriction Period, the Holder agrees that, upon request by the Company, the Holder shall pay to the Company such amount of cash as may be required, under all applicable federal, state, local or other laws or regulations, to withhold and pay over as income or other withholding taxes (the “Required Tax Payments”) with respect to such Unit. If the Holder shall fail to advance the Required Tax Payments after request by the Company, the Holder agrees that the Company may, in its discretion, deduct any Required Tax Payments from any amount then or thereafter payable by the Company to the Holder. The Holder, other than a Holder subject to Section 16(b) of the Securities Exchange Act of 1934 and rules thereunder, also agrees that the Company may direct the sale of the number shares subject to the award sufficient to satisfy Required Tax Payments as the Company may deem necessary and subject to the limitations set forth in the Plan.

(b) The Company may direct or may permit the Holder to elect to satisfy his or her obligation to advance the Required Tax Payments by any of the following means: (1) a cash payment to the Company pursuant to Section 4(a), (2) for other than Canadian employees, delivery (either actual delivery or by attestation procedures established by the Company) to the Company of previously owned whole shares of Stock (for which the Holder has good title, free and clear of all liens and encumbrances) having a Fair Market Value, determined as of the date the obligation to withhold or pay taxes first arises in connection with the Award (the “Tax Date”), equal to the Required Tax Payments, (3) authorizing the Company to withhold from the shares of Stock otherwise to be delivered to the Holder pursuant to the Award having a Fair Market Value, determined as of the Tax Date, equal to the Required Tax Payments, (4) a cash payment by a broker-dealer acceptable to the Company through whom the Holder has sold the shares with respect to which the Required Tax Payments have arisen or (5) any combination of (1), (2) and (3). Notwithstanding any other provision of Section 4(a) and (b) of this Agreement, in the absence of any direction by the Company of permitted election by the Holder, the default method of satisfying the Required Tax Payments shall be through share withholding. No certificate representing a share of Stock shall be delivered to the Holder until the Required Tax Payments have been satisfied in full.

5. Additional Terms and Conditions of Award.

5.1    Award Subject to Acceptance of Agreement. The Award shall be null and void unless the Holder shall accept this Agreement by executing it in an enforceable manner, including through an electronic acceptance, in such form as is determined to be acceptable within the discretion of the Committee.

5.2    Agreement Not To Compete and Not To Solicit.

(a)    In exchange for the consideration provided by the Company in this Agreement, Holder agrees that, during the Covenant Period, Holder shall not, without the prior written consent of the Company: i) become directly or indirectly engaged or involved, as an owner, principal, employee, officer, director, manager, independent contractor, consultant, representative, seller, distributor, agent, advisor, , lender or in any other capacity, with or for any Competitor of the Company or any Subsidiary; ii) participate in the research or development, manufacture, and/or any business, fabrication, marketing, sale or distribution of any products or services that are competitive with or similar to any products or services then being developed, manufactured, fabricated, marketed, sold or distributed by the Company or any Subsidiary; iii) directly or indirectly, on behalf of Holder or any other person or entity, offer, market, sell or distribute, or participate in offering, marketing, selling or distributing any products or services that are competitive with or similar to any products or services then offered , marketed, sold or distributed by the Company or any Subsidiary to any customer of the Company or any Subsidiary, or to Holder’s knowledge, potential customer of the Company or any Subsidiary; or iv) directly or indirectly engage, or attempt to engage, on behalf of any Competitor of the Company or any Subsidiary, any employee, independent contractor, consultant, sales representative, vendor, supplier, distributor, independent contractor, agent or other business relationship of the Company or any Subsidiary, or engage in any other action that would reasonably be expected to terminate or negatively impact any such business relationship of the Company or any Subsidiary; provided, however, that Holder’s direct or indirect ownership of less than 1% of the outstanding capital stock of a company whose capital stock is listed on a national securities exchange or regularly traded in an over-the-counter market, shall not be deemed to be a violation of this Agreement. Notwithstanding any provision of the Plan or of this Agreement to the contrary, any violation of this section by Holder shall result in the immediate forfeiture and cancellation of the portion of the Award which is not vested as of such date.

(b)    If any covenant or other term in this Agreement (including without limitation any covenant in Section 4.2 hereof) is determined by a court of competent jurisdiction to be wholly or partially unenforceable , Holder agrees that: i) this Agreement or any portion hereof may be reformed so that such covenant or other term is enforceable to the maximum extent permitted by law; ii) such determination shall not be a bar to or in any way diminish the Company’s right to enforce any such covenant or other term in any other jurisdiction; and iii) the unaffected provisions of this Agreement shall be unimpaired and shall remain in full force and effect. Without limiting the generality of the foregoing, if any covenant in this Agreement shall be determined by a court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a

geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extend in all other respect as to which it may be enforceable, all as determined by such court..

(c)    Holder agrees that money damages would not be a sufficient remedy for any breach of this Section 4.2 by Holder and that, in addition to all other remedies which may be available to the Company, the Company shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach. Holder further agrees to waive any requirement for the securing or posting of any bond in connection with any such remedy.

(d)    Holder agrees and acknowledges that (i) the services rendered by Holder to the Company are special and of great value to the Company, (ii) the market for the Company’s products and services is worldwide and the Company regularly transacts business on a worldwide basis, (iii) the covenants contained in this Section 4.2 are reasonable and necessary for the protection of the Company’s legitimate business interests, (iv) the grant of the Award to Holder is good and sufficient consideration for such covenants, and (v) Holder’s compliance with such covenants will not preclude or unreasonably restrict Holder from engaging in other activities for the purpose of earning a livelihood.

(e)    As used herein, i) the term “Competitor” means any person, or entity that A) is engaged in, or that has plans to become engaged in the research, development, manufacture, fabrication, marketing, sale or distribution of products or services that are the same as, or serve a substantially similar purpose or function as any products or services that were researched, developed, manufactured, fabricated, marketed, sold, or distributed by any business unit of the Company or any Subsidiary for which Holder performed any work or services at any time during the last twenty-four (24) months during which Holder was employed by Company or any Subsidiary and B) directly or indirectly conducts any business operations anywhere within North America or anywhere else in the world where Holder has engaged in business activities on behalf of the Company or any Subsidiary: and ii) the term “Covenant Period” means the period ending on the second anniversary of the date Holder’s termination of employment with the Company or any Subsidiary, regardless of the circumstances relating to such termination of employment (e.g., resignation, retirement, disability, termination by the Company for cause, or termination by the Company without cause).

5.3    Nontransferability of Award. During the Restriction Period, the shares of Stock subject to the Award and not then vested may not be transferred by the Holder other than by will, the laws of descent and distribution or pursuant to beneficiary designation procedures approved by the Company. Except to the extent permitted by the foregoing, during the Restriction Period, the shares of Stock subject to the Award and not then vested may not be sold, transferred, assigned, pledged, hypothecated, encumbered or otherwise disposed of (whether by operation of law or otherwise) or be subject to execution, attachment or similar process. Upon any attempt to sell, transfer, assign, pledge, hypothecate or encumber, or otherwise dispose of such shares, the Award shall immediately become null and void.

5.4    Adjustment. In the event of any stock split, stock dividend, recapitalization, reorganization, merger, consolidation, combination, exchange of shares, liquidation, spin-off or other similar change in capitalization or event, or any distribution to holders of Stock other than a regular cash dividend, the number and class of securities subject to the Award shall be appropriately adjusted by the Committee. If any adjustment would result in a fractional security being subject to the Award, the Company shall pay the Holder in connection with the vesting, if any, of such fractional security an amount in cash determined by multiplying such fraction (rounded to the nearest hundredth) by the Fair Market Value on the Vesting Date. The decision of the Committee regarding any such adjustment shall be final, binding and conclusive.

5.5    Compliance with Applicable Law. The Award is subject to the condition that if the listing, registration or qualification of the shares subject to the Award upon any securities exchange or under any law, or the consent or approval of any governmental body, or the taking of any other action is necessary or desirable as a condition of, or in connection with, the vesting or delivery of shares hereunder, the shares of Stock subject to the Award shall not vest or be delivered, in whole or in part, unless such listing, registration, qualification, consent or approval shall have been effected or obtained, free of any conditions not acceptable to the Company. The Company agrees to use reasonable efforts to effect or obtain any such listing, registration, qualification, consent or approval. Further, Holder agrees that to the extent issuance of shares in the Holder’s jurisdiction is impossible, illegal, unauthorized, or in the Company’s discretion is imprudent or is otherwise impracticable for any reason, that the Company may, in its discretion, either deem the Award to be a cash award of equivalent cash value or may direct the sale of all shares subject to the Award and settle the Award in cash locally with the Holder.

5.6    Delivery of Certificates. Subject to Section 4, upon the vesting of the Award, in whole or in part, the Company shall deliver or cause to be delivered one or more certificates representing the number of vested shares. The Company shall pay all original issue or transfer taxes and all fees and expenses incident to such delivery, except as otherwise provided in Section 4.

5.7    Award Confers No Rights to Continued Employment. The granting of this Award does not entitle the Holder to any award other than that specifically granted under the Plan, nor to any future awards or under the Plan or any similar plan. The Award does not become part of the contract of employment any other employment relationship with the Holder’s employer, and the Award is not a guarantee of continued employment. Moreover, the Award or any future awards do not become a term or condition of employment. The Holder understands and accepts that the awards granted under the Plan are entirely at the discretion of the Company and that the Company retains the right to amend or terminate the Plan and/or the Holder's participation therein, at any time, at the Company’s sole discretion and without notice. The benefits and rights provided under the Plan are not, and should not be considered part of the Holder’s salary or compensation for purposes of any other calculation, including calculating any severance, resignation, redundancy or other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits or rights of any kind, except as required by applicable law. The Holder hereby waives any and all rights to compensation or damages as a result of the termination of employment with the Company for any reason whatsoever insofar as those rights result or may result from: (a) the loss or diminution in value of any rights under the Plan; or (b) the Holder ceasing to have any rights under, or ceasing to be entitled to any rights under, the Plan as a result of such termination.

5.8    Decisions of Board or Committee. The Board or the Committee shall have the right to resolve all questions which may arise in connection with the Award. Administration of the Awards has been delegated to the Company. Any interpretation, determination or other action made or taken by the Board or the Committee, or the Company as its delegate, regarding the Plan or this Agreement shall be final, binding and conclusive.

5.9    Incorporation of the Plan. The Plan, as it exists on the date of this Agreement and as amended from time to time, is hereby incorporated by reference and made a part hereof, and the Award and this Agreement shall be subject to all terms and conditions of the Plan and any subsequent amendments to the Plan. In the event of any conflict between the provisions of this Agreement and the provisions of the Plan, the terms of the Plan shall control, except as expressly stated otherwise. The Holder hereby acknowledges receipt of a copy of the Plan.

5.10    Value of Common Stock. The Company makes no representation as to the value of the Award. The Company is not responsible for any fluctuations in the value of the Company’s Common Stock.

5.11    Investment Representation. The Holder hereby represents and covenants that (a) any shares of Stock acquired upon the vesting of the Award will be acquired for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the “Securities Act”), unless such acquisition has been registered under the Securities Act and any applicable state securities law; (b) any subsequent sale of any such shares shall be made either pursuant to an effective registration statement under the Securities Act and any applicable state securities laws, or pursuant to an exemption from registration under the Securities Act and such state securities laws; and (c) if requested by the Company, the Holder shall submit a written statement, in form satisfactory to the Company, to the effect that such representation (x) is true and correct as of the date of acquisition of any shares hereunder or (y) is true and correct as of the date of any sale of any such shares, as applicable. As a further condition precedent to the delivery to the Holder of any shares subject to the Award, the Holder shall comply with all regulations and requirements of any regulatory authority having control of or supervision over the issuance of the shares and, in connection therewith, shall execute any documents which the Board or any committee authorized by the Board shall in its sole discretion deem necessary or advisable.

5.12    Notices and Electronic Delivery. The Company may, in its sole discretion, deliver any documents (other than certificates), notices or other communications related to the Award and the Holder’s participation in the Plan by electronic means. The Holder hereby consents to receive such documents by electronic delivery and, if requested, agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

Any documents, notices or other communications which are not delivered electronically pursuant to this section shall be in writing and shall be deemed to have been duly given when received, if delivered personally, or when mailed, if sent by first class mail, postage paid, addressed as follows:

(a)     if to the Company or the Committee, to the attention of the Vice President, Total Rewards, Owens Corning World Headquarters, One Owens Corning Parkway, Toledo, Ohio 43659, or to the attention of such other person or at such other address as the Company, by notice to the Holder, may designate in writing from time to time, and

(b) if to the Holder, at his address as shown on the records of the Company, or at such other address as the Holder, by notice to the Company, may designate in writing from time to time.

5.13    Miscellaneous.

(a)    Successors. This Agreement shall be binding upon and inure to the benefit of any successor or successors of the Company and any person or persons who shall, upon the death of the Holder, acquire any right hereunder in accordance with the Plan.

(b)    Counterparts. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one agreement.

(c)    Entire Understanding. The Plan and this Agreement constitute the entire agreement and understanding between the parties with respect to the matters described herein and supersede all prior and contemporaneous agreements and understandings, oral and written, between the parties with respect to such subject matter; provided, however, that the covenants contained in Section 5.2 shall complement and shall be in addition to, and shall not supersede similar covenants made by Holder to the Company or any Subsidiary in the Agreement-Protection of Owens Corning Proprietary Interests or the Intellectual Property Agreement if Holder has executed such an agreement.

(d)    Modification. No modification or waiver of any of the provisions of this Agreement shall be effective unless in writing and signed by the party against whom it is sought to be enforced.

(e)    Waiver. The failure of any party hereto at any time to require performance by another party of any provision of this Agreement shall not affect the right of such party to require performance of that provision, and any waiver by any party of any breach of any provision of this agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself, or a waiver of any right under this Agreement.

(f)    Fees and Expenses; Legal Compliance. The Company shall pay all fees and expenses necessarily incurred by the Company in connection with this Agreement and will from time to time use its reasonable efforts to comply with all laws and regulations which, in the opinion of counsel to the Company, are applicable thereto.

(g)    Governing Law. This Agreement shall be governed and construed and the legal relationships of the parties determined in accordance with the laws of the State of Delaware without reference to principles of conflict of laws.

(h)    Data Privacy. By signing this Agreement, including by way of electronic acceptance by means acceptable to the Company of the Agreement, the Holder explicitly consents to the collection, processing, and transfer (electronically or otherwise) of personal data by the Company, the Holder’s employer, and any third parties as necessary. Moreover, the Holder explicitly acknowledges and agrees that personal data (including but not limited to Holder’s name, home address, telephone number, employment status, tax identification number, and data for tax withholding purposes) may be transferred to third parties assisting the Company with the implementation of the Plan. The Holder expressly authorizes such transfer to and processing by third parties. Furthermore, the Holder explicitly consents to the transfer of the Holder’s personal data to countries other than his or her country of employment. The Company will take reasonable measures to keep the Holder’s personal data private, confidential, and accurate. The Holder may obtain details with respect to the collection and transfer of his or her personal data in relation to the Plan participation and may also request access to and updates of such personal data, if needed, by contacting his or her local Human Resources contact.

5.14    Provisions Relating to Non-U.S. Jurisdictions.

(a)    Local Compliance. The Holder remains personally responsible for any local compliance requirements resulting from his or her receipt, ownership, and subsequent sale of Common Stock, as well as the transfer of funds abroad, the making of a foreign investment, and the opening or use of a U.S. brokerage account in relation to his or her receipt of Common Stock.

(b)    Exchange Rate Fluctuation. The Company is not responsible for any foreign exchange fluctuations between the Holder’s local currency and the U.S. dollar.

(c)    Language Translation. To the extent that the Holder has been provided with a translation of this Agreement, the English language version of this Agreement shall prevail in case of any discrepancies or ambiguities due to translation.

________________________________

Sign Name

________________________________

Print Name

________________________________

Date

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Michael H. Thaman, certify that:

1. I have reviewed this quarterly report on Form 10-Q 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: July 22, 2015

/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 quarterly report on Form 10-Q 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: July 22, 2015

/s/  Michael C. McMurray  

Michael C. McMurray

Chief Financial Officer

EX-32.1

Exhibit 32.1

SECTION 1350 CERTIFICATION

In connection with the Quarterly Report on Form 10-Q of Owens Corning (the “Company”) for the quarterly period ended June 30, 2015 (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

July 22, 2015

EX-32.2

Exhibit 32.2

SECTION 1350 CERTIFICATION

In connection with the Quarterly Report on Form 10-Q of Owens Corning (the “Company”) for the quarterly period ended June 30, 2015 (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

July 22, 2015

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CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (Tables)

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

Changes In Accumulated Other Comprehensive Income

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE DEFICIT

The following table summarizes the changes in accumulated other comprehensive income (deficit) (“AOCI”) (in millions):

	Three Months Ended   June 30,						Six Months  Ended  June 30,
	2015			2014			2015			2014
Currency Translation Adjustment
Beginning balance	$	(183	)	$	(14	)	$	(133	)	$	2
Gain/(loss) on foreign currency translation	11			11			(46		)	(5		)
Gain/(loss) on net investment hedge	(7		)	—			5			—
Income tax (expense)/benefit of amount classified into AOCI	3			—			(2		)	—
Net gain/(loss) on foreign currency translation	7			11			(43		)	(5		)
Other comprehensive income/(loss), net of tax	7			11			(43		)	(5		)
Ending balance	$	(176	)	$	(3	)	$	(176	)	$	(3	)
Pension and Other Postretirement Adjustment
Beginning balance	$	(404	)	$	(296	)	$	(412	)	$	(299	)
Amortization of actuarial (gain)/loss (a)	4			3			9			5
Amortization of prior service (gain)/loss (a)	(1		)	(1		)	(2		)	(2		)
Income tax expense/(benefit) of amounts reclassified from AOCI to income	(1		)	(1		)	(3		)	(2		)
Net amortization and gain/(loss) reclassified from AOCI to net income	2			1			4			1
Translation impact on non-US. Plans	(4		)	(2		)	2			1
Other comprehensive income/(loss), net of tax	(2		)	(1		)	6			2
Ending balance	$	(406	)	$	(297	)	$	(406	)	$	(297	)
Deferred Gain (Loss) on Hedging
Beginning balance	$	(4	)	$	—		$	(5	)	$	—
Change in mark to market hedges	—			—			(1		)	1
Income tax (expense)/benefit of amount classified into AOCI	—			1			—			1
Net gain/(loss) on derivative instruments	—			(1		)	(1		)	—
Amounts reclassified from AOCI to income (b)	3			—			6			(1		)
Income tax expense/(benefit) of amounts reclassified from AOCI to income	(1		)	—			(2		)	—
Net gain/(loss) reclassified from AOCI to net income	2			—			4			(1		)
Other comprehensive income/(loss), net of tax	2			(1		)	3			(1		)
Ending balance	$	(2	)	$	(1	)	$	(2	)	$	(1	)
Total AOCI ending balance	$	(584	)	$	(301	)	$	(584	)	$	(301	)

Components of Accumulated Other Comprehensive Income (Loss)

The following table summarizes the changes in accumulated other comprehensive income (deficit) (“AOCI”) (in millions):

	Three Months Ended   June 30,						Six Months  Ended  June 30,
	2015			2014			2015			2014
Currency Translation Adjustment
Beginning balance	$	(183	)	$	(14	)	$	(133	)	$	2
Gain/(loss) on foreign currency translation	11			11			(46		)	(5		)
Gain/(loss) on net investment hedge	(7		)	—			5			—
Income tax (expense)/benefit of amount classified into AOCI	3			—			(2		)	—
Net gain/(loss) on foreign currency translation	7			11			(43		)	(5		)
Other comprehensive income/(loss), net of tax	7			11			(43		)	(5		)
Ending balance	$	(176	)	$	(3	)	$	(176	)	$	(3	)
Pension and Other Postretirement Adjustment
Beginning balance	$	(404	)	$	(296	)	$	(412	)	$	(299	)
Amortization of actuarial (gain)/loss (a)	4			3			9			5
Amortization of prior service (gain)/loss (a)	(1		)	(1		)	(2		)	(2		)
Income tax expense/(benefit) of amounts reclassified from AOCI to income	(1		)	(1		)	(3		)	(2		)
Net amortization and gain/(loss) reclassified from AOCI to net income	2			1			4			1
Translation impact on non-US. Plans	(4		)	(2		)	2			1
Other comprehensive income/(loss), net of tax	(2		)	(1		)	6			2
Ending balance	$	(406	)	$	(297	)	$	(406	)	$	(297	)
Deferred Gain (Loss) on Hedging
Beginning balance	$	(4	)	$	—		$	(5	)	$	—
Change in mark to market hedges	—			—			(1		)	1
Income tax (expense)/benefit of amount classified into AOCI	—			1			—			1
Net gain/(loss) on derivative instruments	—			(1		)	(1		)	—
Amounts reclassified from AOCI to income (b)	3			—			6			(1		)
Income tax expense/(benefit) of amounts reclassified from AOCI to income	(1		)	—			(2		)	—
Net gain/(loss) reclassified from AOCI to net income	2			—			4			(1		)
Other comprehensive income/(loss), net of tax	2			(1		)	3			(1		)
Ending balance	$	(2	)	$	(1	)	$	(2	)	$	(1	)
Total AOCI ending balance	$	(584	)	$	(301	)	$	(584	)	$	(301	)

(a)These AOCI components are included in the computation of total Pension and OPEB expense and are recorded in cost of sales and marketing and administrative expenses. See Note 12 for additional information.

(b) Amounts reclassified from gain/(loss) on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings and is recognized in cost of sales. See Note 4 for additional information.

XML

STOCK COMPENSATION (DETAIL) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) $ / shares shares	Jun. 30, 2014 USD ($)	Apr. 18, 2013 shares
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Number Of Shares Available For Grant	2,000,000		2,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period			4 years
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Risk Free Interest Rate			1.10%
Share-based Compensation Arrangement by Share-based Payment Award, Maximum Employee Subscription Rate					85.00%
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate			29.20%
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Additional Disclosures Abstract
Number of shares granted			251,600
Number of shares forfeited			(72,750)
Share-based Goods and Nonemployee Services Transaction, Valuation Method, Expected Term			2 years 10 months 25 days
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Weighted average fair value of grants | $ / shares			$ 43.88
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward
Share-based compensation number of options beginning balance			2,754,895
Exercises in period number of options			(376,725)
Forfeitures in period number of options			(99,350)
Share-based compensation number of options ending balance	2,273,720		2,273,720
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period			(5,100)
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract]
Beginning Balance | $ / shares			$ 31.04
Exercises in period weighted average exercise price | $ / shares			29.94
Forfeitures n period weighted average exercise price | $ / shares			38.18
Ending Balance | $ / shares	$ 30.89		30.89
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price | $ / shares			$ 41.89
Exercise Price Range One
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	2,273,720		2,273,720
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Remaining Contractual Term			4 years 6 months 14 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Outstanding Options, Weighted Average Exercise Price, Beginning Balance | $ / shares	$ 30.89		$ 30.89
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options	1,866,295		1,866,295
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Remaining Contractual Term			3 years 9 months 14 days
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Exercisable Options, Weighted Average Exercise Price | $ / shares	$ 29.25		$ 29.25
Minimum
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, Exercisable Options, Weighted Average Exercise Price | $ / shares	13.89		13.89
Maximum
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, Exercisable Options, Weighted Average Exercise Price | $ / shares	$ 42.16		$ 42.16
Stock Plan Member, 2013
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Number Of Shares Available For Grant					1,500,000.0
EmployeeStock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Number Of Shares Available For Grant					2,000,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Terms of Award, Maximum (in years)				10 years
Allocated Share Based Compensation Expense | $	$ 1.0	$ 1.0	$ 2.0	$ 3.0
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized | $	6.0		$ 6.0
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition			2 years 2 months
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Intrinsic Value | $	24.0		$ 24.0
Employee emergence equity program expense | $	1.0	1.0	$ 1.0	1.0
Restricted Stock
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Share Based Compensation Arrangement By Share Based Payment Award Fair Value Assumptions Expected Term			2 years 10 months 27 days
Allocated Share Based Compensation Expense | $	4.0	4.0	$ 8.0	9.0
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized | $	$ 33.0		33.0
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Other Than Options Vested In Period Total Fair Value | $			$ 17.0	14.0
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			1,727,741
Number of shares granted			582,305
Number of shares vested			(484,744)
Number of shares forfeited			(116,274)
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance	1,709,028		1,709,028
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning Balance | $ / shares			$ 33.58
Weighted average fair value of grants | $ / shares			39.48
Weighted average fair value of vested | $ / shares			34.32
Weighted average fair value of forfeited | $ / shares			38.10
Ending Balance | $ / shares	$ 35.21		$ 35.21
Performance Stock Units (PSUs)
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated Share Based Compensation Expense | $	$ 1.0	$ 0.0	$ 3.0	$ 2.0
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized | $	$ 14.0		$ 14.0
Employee Service Share Based Compensation Nonvested Awards Total Compensation Cost Not Yet Recognized Period For Recognition			1 year 11 months 15 days
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			416,250
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number, Ending Balance	595,100		595,100
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]
Beginning Balance | $ / shares			$ 49.53
Weighted average fair value of forfeited | $ / shares			48.55
Ending Balance | $ / shares	$ 47.26		$ 47.26
Employee Stock Purchase Plan
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Allocated Share Based Compensation Expense | $			$ 1.0
Internal Based Performance Metric [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Performance Stock Payout Minimum			0
Performance Stock Payout Range Maximum			3
External Based Performance Metric [Member]
Share Based Compensation Arrangement By Share Based Payment Award [Line Items]
Performance Stock Payout Minimum			0
Performance Stock Payout Range Maximum			2

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PROPERTY, PLANT AND EQUIPMENT (DETAIL) $ in Millions	Jun. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)
Property Plant And Equipment [Line Items]
Property Plant And Equipment Gross	$ 4,686	$ 4,623
Accumulated depreciation	(1,795)	(1,724)
Property, plant and equipment, net	$ 2,891	$ 2,899
Precious Metals Percentage	0.16	0.15
Precious Metals Depletion Percentage	0.00%
precious metal percent of deprecation expense	0.03
Land
Property Plant And Equipment [Line Items]
Property Plant And Equipment Gross	$ 191	$ 196
Buildings and Leasehold Improvements
Property Plant And Equipment [Line Items]
Property Plant And Equipment Gross	790	789
Machinery And Equipment
Property Plant And Equipment [Line Items]
Property Plant And Equipment Gross	3,421	3,405
Construction In Progress
Property Plant And Equipment [Line Items]
Property Plant And Equipment Gross	$ 284	$ 233

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EARNINGS PER SHARE (DETAIL) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014	Apr. 25, 2012
Equity Class Of Treasury Stock [Line Items]
Stock Repurchase Program, Remaining Number of Shares Authorized to be Repurchased	6,600,000		6,600,000
Net earnings attributable to Owens Corning	$ 91	$ 21	$ 109	$ 141
Weighted-average number of shares outstanding used for basic earnings per share	117,500,000	117,400,000	117,600,000	117,600,000
Non-vested restricted and performance shares	400,000	400,000	300,000	400,000
Options to purchase common stock	400,000	500,000	400,000	500,000
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share	118,300,000	118,300,000	118,300,000	118,500,000
Basic (in dollars per share)	$ 0.77	$ 0.18	$ 0.93	$ 1.20
Diluted (in dollars per share)	$ 0.77	$ 0.18	$ 0.92	$ 1.19
Stock Repurchased During Period, Shares			1,100,000
Payments for Repurchase of Equity	$ 42
Repurchase Program 2012
Equity Class Of Treasury Stock [Line Items]
Stock Repurchase Program, Number of Shares Authorized to be Repurchased					10,000,000
Restricted Stock
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	100,000
Equity Option
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	600,000			700,000
Performance Shares [Member]
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount		100,000

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DERIVATIVE FINANCIAL INSTRUMENTS INCOME STATEMENT (DETAIL) - USD ($) $ in Millions		3 Months Ended		6 Months Ended
		Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Cost Of Sales | Designated as Hedging Instrument | Natural Gas Contract
Derivative Instruments Gain Loss [Line Items]
Amount of (gain) loss reclassified from OCI into earnings (effective portion)		$ 3	$ 0	$ 6	$ (1)
Interest Expense | Designated as Hedging Instrument | Interest Rate Swap
Derivative Instruments Gain Loss [Line Items]
Amount of loss recognized in earnings		0	1	0	1
Other Expense | Nondesignated | Natural Gas Contract
Derivative Instruments Gain Loss [Line Items]
Derivative Instruments, Gain (Loss) Recognized in Income, Ineffective Portion and Amount Excluded from Effectiveness Testing, Net		0	0	1	0
Other Expense | Nondesignated | Foreign Exchange Contract
Derivative Instruments Gain Loss [Line Items]
Amount of (gain) loss recognized in earnings (a)	[1]	$ (1)	$ 2	$ 0	$ 1

[1] 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 expenses (income), net.

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COST REDUCTION ACTIONS (TABLE)

6 Months Ended

Jun. 30, 2015

Cost Reduction Actions 2014

Restructuring Cost and Reserve [Line Items]

Schedule of Restructuring Reserve by Type of Cost

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

	Balance at December 31, 2014		Costs Incurred			Payments		Foreign Currency Translation			Balance at June 30, 2015		Cumulative Charges Incurred
Severance	$	31	$	(1	)	$	7	$	(1	)	$	22	$	35
Contract Termination	3		1			—		—			4		4
Total	$	34	$	—		$	7	$	(1	)	$	26	$	39

The Company expects the unpaid balance of these severance and contract termination charges to be paid over the next year.

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INCOME TAXES (DETAIL) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Tax Disclosure [Abstract]
Current Income Tax Expense (Benefit)	$ 44	$ 21	$ 57	$ (18)
Effective Income Tax Rate Continuing Operations	0.00%	100.00%	0.00%	0.00%
Effective Income Tax Rate Reconciliation, at Federal Statutory Income Tax Rate, Percent	0.00%
Tax Credit Carryforward, Valuation Allowance	$ 78		$ 78

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ACCOUNTING PRONOUNCEMENTS

6 Months Ended

Jun. 30, 2015

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

ACCOUNTING PRONOUNCEMENTS

ACCOUNTING PRONOUNCEMENTS

In May 2014, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update ("ASU") No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” (“ASU 2014-09”). ASU 2014-09 outlines a new, single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. This new revenue recognition model provides a five-step analysis in determining when and how revenue is recognized. The new model will require revenue recognition to depict the transfer of promised goods or services to customers in an amount that reflects the consideration a company expects to receive in exchange for those goods or services. The Company is currently assessing the impact that adopting this new accounting guidance will have on its consolidated financial statements and footnote disclosures. ASU 2014-09 is effective, as amended, for fiscal years, and interim periods within those years, beginning after December 15, 2017, and early adoption is permitted. Accordingly, the standard is effective for the Company on January 1, 2018.

In April 2015, the FASB issued ASU No. 2015-03, "Interest—Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs ("ASU 2015-03"). ASU 2015-03 requires debt issuance costs to be presented in the balance sheet as a direct deduction from the carrying value of the associated debt liability, consistent with the presentation of a debt discount. Prior to the issuance of the standard, debt issuance costs were required to be presented in the balance sheet as an asset. The update is not expected to have a material impact on the Company's Consolidated Financial Statements. ASU 2015-03 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015. Accordingly, the standard is effective for the Company on January 1, 2016.

In April 2015, the FASB issued ASU No. 2015-04, "Compensation—Retirement Benefits (Topic 715): Practical Expedient for the Measurement Date of an Employer's Defined Benefit Obligation and Plan Assets" ("ASU 2015-04"). ASU 2015-04 provides a practical expedient for entities to use when a significant event occurs in an interim period that requires remeasurement of defined benefit plan assets and obligations. Entities are permitted to remeasure defined benefit plan assets and obligations using the month-end that is closest to the date of the significant event. The update is not expected to have a material impact on the Company's Consolidated Financial Statements. ASU 2015-04 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and early adoption is permitted. Accordingly, the standard is effective for the Company on January 1, 2016.

In July 2015, the FASB issued ASU No. 2015-07, "Fair Value Measurement (Topic 820): Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent)" ("ASU 2015-07"). ASU 2015-07 modifies the practical expedient that permits an entity to measure the fair value of certain investments using the net asset value per share of the investment. The amendment removes the requirement to categorize investments within the fair value hierarchy that are measured using this practical expedient. The amendment also limits disclosure to investments for which the practical expedient has been elected instead of all investments eligible for the practical expedient. The Company is currently assessing the impact that adopting this new accounting guidance will have on the footnote disclosures to its consolidated financial statements. ASU 2015-07 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, and early adoption is permitted. Accordingly, the standard is effective for the Company on January 1, 2016.

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COST REDUCTION ACTIONS (DETAIL) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Restructuring Reserve Roll Forward
Restructuring Reserve, Beginning Balance			$ 34
Charges related to cost reduction actions	$ 0	$ 0	0	$ 12
Restructuring Reserve, Ending Balance	26		26
Cumulative charges incurred	39
Severance Costs			1
Other costs related to restructuring			2
Restructuring Reserve	26		34
Payments for Restructuring			7
Restructuring Reserve, Translation and Other Adjustment			(1)
Employee Severance
Restructuring Reserve Roll Forward
Restructuring Reserve, Beginning Balance			31
Restructuring Reserve, Ending Balance	22		22
Cumulative charges incurred	35
Other costs related to restructuring			(1)
Restructuring Reserve	22		31
Payments for Restructuring			7
Restructuring Reserve, Translation and Other Adjustment			(1)
Contract Termination
Restructuring Reserve Roll Forward
Restructuring Reserve, Beginning Balance			3
Restructuring Reserve, Ending Balance	4		4
Cumulative charges incurred	4
Other costs related to restructuring			1
Restructuring Reserve	$ 4		3
Payments for Restructuring			0
Restructuring Reserve, Translation and Other Adjustment			$ 0

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GENERAL (DETAIL) $ in Millions	3 Months Ended
	Jun. 30, 2015 USD ($)
Error Corrections and Prior Period Adjustments Restatement [Line Items]
Restatement of Prior Year Income, Tax Effects	$ 4

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EARNINGS PER SHARE (TABLE)

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted

The following table is a reconciliation of weighted-average shares for calculating basic and diluted earnings per-share (in millions, except per share amounts):

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2015		2014		2015		2014
Net earnings attributable to Owens Corning	$	91	$	21	$	109	$	141
Weighted-average number of shares outstanding used for basic earnings per share	117.5		117.4		117.6		117.6
Non-vested restricted and performance shares	0.4		0.4		0.3		0.4
Options to purchase common stock	0.4		0.5		0.4		0.5
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share	118.3		118.3		118.3		118.5
Earnings per common share attributable to Owens Corning common stockholders:
Basic	$	0.77	$	0.18	$	0.93	$	1.20
Diluted	$	0.77	$	0.18	$	0.92	$	1.19

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (DETAIL) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	$ 3	$ 4	$ 6	$ 7
Interest cost	16	18	32	36
Expected return on plan assets	(21)	(22)	(42)	(43)
Amortization of actuarial loss	4	3	9	6
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments	(1)	0	(1)	0
Net periodic pension cost	1	3	4	6
Defined Benefit Plan, Change in Fair Value of Plan Assets [Roll Forward]
Defined Benefit Plan, Contributions by Employer			25
United States Pension Plans Of US Entity Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	2	2	4	4
Interest cost	11	12	22	24
Expected return on plan assets	(14)	(15)	(29)	(29)
Amortization of actuarial loss	3	3	7	5
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments	0	0	0	0
Net periodic pension cost	2	2	4	4
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract]
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year			48
Foreign Pension Plans Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	1	2	2	3
Interest cost	5	6	10	12
Expected return on plan assets	(7)	(7)	(13)	(14)
Amortization of actuarial loss	1	0	2	1
Defined Benefit Plan, Recognized Net Gain (Loss) Due to Curtailments	(1)	0	(1)	0
Net periodic pension cost	(1)	1	0	2
Defined Benefit Plan, Estimated Future Benefit Payments [Abstract]
Defined Benefit Plan, Estimated Future Employer Contributions in Current Fiscal Year			14
Other Postretirement Benefit Plans, Defined Benefit
Defined Benefit Plan, Net Periodic Benefit Cost [Abstract]
Service cost	0	0	1	1
Interest cost	2	2	4	5
Amortization of actuarial loss	0	0	0	(1)
Amortization of prior service cost	(1)	(1)	(2)	(2)
Net periodic pension cost	$ 1	$ 1	$ 3	$ 3

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CONDENSED CONSOLIDATED STATEMENT OF COMPREHENSIVE EARNINGS (DETAIL) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Financial Statements Captions [Line Items]
NET EARNINGS	$ 92	$ 22	$ 111	$ 142
Currency translation adjustment (net of tax)	7	11	(43)	(5)
Pension and other postretirement adjustment (net of tax)	(2)	(1)	6	2
Deferred loss on hedging transactions (net of tax)	2	(1)	3	(1)
COMPREHENSIVE EARNINGS	99	31	77	138
Less: Net earnings attributable to noncontrolling interests	1	1	2	1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	98	30	75	137
Parent Company
Condensed Financial Statements Captions [Line Items]
NET EARNINGS	91	21	109	141
Currency translation adjustment (net of tax)	7	11	(43)	(5)
Pension and other postretirement adjustment (net of tax)	(2)	(1)	6	2
Deferred loss on hedging transactions (net of tax)	2	(1)	3	(1)
COMPREHENSIVE EARNINGS	98	30	75	137
Less: Net earnings attributable to noncontrolling interests	0	0	0	0
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	98	30	75	137
Guarantor Subsidiaries
Condensed Financial Statements Captions [Line Items]
NET EARNINGS	118	49	169	199
Currency translation adjustment (net of tax)	0	0	0	0
Pension and other postretirement adjustment (net of tax)	0	0	0	0
Deferred loss on hedging transactions (net of tax)	0	0	0	0
COMPREHENSIVE EARNINGS	118	49	169	199
Less: Net earnings attributable to noncontrolling interests	0	0	0	0
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	118	49	169	199
Non Guarantor Subsidiaries
Condensed Financial Statements Captions [Line Items]
NET EARNINGS	50	13	80	75
Currency translation adjustment (net of tax)	0	0	0	0
Pension and other postretirement adjustment (net of tax)	0	0	0	0
Deferred loss on hedging transactions (net of tax)	0	0	0	0
COMPREHENSIVE EARNINGS	50	13	80	75
Less: Net earnings attributable to noncontrolling interests	1	1	2	1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	49	12	78	74
Consolidation Eliminations
Condensed Financial Statements Captions [Line Items]
NET EARNINGS	(167)	(61)	(247)	(273)
Currency translation adjustment (net of tax)	0	0	0	0
Pension and other postretirement adjustment (net of tax)	0	0	0	0
Deferred loss on hedging transactions (net of tax)	0	0	0	0
COMPREHENSIVE EARNINGS	(167)	(61)	(247)	(273)
Less: Net earnings attributable to noncontrolling interests	0	0	0	0
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$ (167)	$ (61)	$ (247)	$ (273)

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GOODWILL AND OTHER INTANGIBLE ASSETS (DETAIL) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2015	Jun. 30, 2015	Dec. 31, 2014
Goodwill [Roll Forward]
Balance as of December 31, 2014		$ 1,168,000,000
Balance as of March 31, 2015	$ 1,168,000,000	1,168,000,000	$ 1,168,000,000
Intangible Assets [Line Items]
Gross carrying amount	1,195,000,000	1,195,000,000	1,190,000,000
Accumulated amortization	(185,000,000)	(185,000,000)	(173,000,000)
Intangible assets	1,010,000,000	1,010,000,000	$ 1,017,000,000
Intangible assets amortization expense remainder of year	22,000,000	22,000,000
Intangible assets amortization expense year two	22,000,000	22,000,000
Intangible assets amortization expense year three	22,000,000	22,000,000
Intangible assets amortization expense year four	22,000,000	22,000,000
Intangible assets amortization expense year five	22,000,000	$ 22,000,000
Finite-lived Intangible Assets Acquired	5,000,000
Customer Relationships
Intangible Assets [Line Items]
Weighted average useful life		19 days	19 years
Gross carrying amount	172,000,000	$ 172,000,000	$ 172,000,000
Accumulated amortization	(77,000,000)	(77,000,000)	(72,000,000)
Net carrying amount	95,000,000	$ 95,000,000	$ 100,000,000
Finite-lived Intangible Assets Acquired	0
Technology
Intangible Assets [Line Items]
Weighted average useful life		20 days	20 years
Gross carrying amount	193,000,000	$ 193,000,000	$ 193,000,000
Accumulated amortization	(88,000,000)	(88,000,000)	(83,000,000)
Net carrying amount	105,000,000	$ 105,000,000	$ 110,000,000
Finite-lived Intangible Assets Acquired	0
Franchise and Other Agreements
Intangible Assets [Line Items]
Weighted average useful life		12 days	12 years
Gross carrying amount	44,000,000	$ 44,000,000	$ 39,000,000
Accumulated amortization	(20,000,000)	(20,000,000)	(18,000,000)
Net carrying amount	24,000,000	24,000,000	21,000,000
Finite-lived Intangible Assets Acquired	5,000,000
Trademarks
Intangible Assets [Line Items]
Gross carrying amount	786,000,000	786,000,000	786,000,000
Accumulated amortization			0
Indefinite-lived intangible assets	786,000,000	$ 786,000,000	$ 786,000,000
Finite-lived Intangible Assets Acquired	$ 0

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SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

SEGEMENT INFORMATION

SEGMENT INFORMATION

In the fourth quarter of 2014, Owens Corning announced organizational changes to streamline the Company's management structure and reduce costs. As a result of this action, the Building Materials Group organizational structure was eliminated. The Company's management structure now has three reportable segments: Composites, Insulation and Roofing. As a result, the 2014 segment information in this Note has been presented to reflect the new structure. Accounting policies for the segments are the same as those for the Company. The Company’s 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.

Insulation – Within our 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, bonded and granulated mineral wool insulation and foam insulation used in above- and below-grade construction applications.

Roofing – Within our 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). Corporate eliminations (shown below) largely reflect intercompany sales from Composites to Roofing. External customer sales are attributed to geographic region based upon the location from which the product is shipped to the external customer.

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Reportable Segments
Composites	$	508		$	505		$	986		$	982
Insulation	451			447			830			802
Roofing	503			437			896			934
Total reportable segments	1,462			1,389			2,712			2,718
Corporate eliminations	(48		)	(34		)	(91		)	(85		)
NET SALES	$	1,414		$	1,355		$	2,621		$	2,633

External Customer Sales by Geographic Region
United States	$	980	$	899	$	1,796	$	1,788
Europe	136		160		265		309
Asia Pacific	174		169		314		306
Other	124		127		246		230
NET SALES	$	1,414	$	1,355	$	2,621	$	2,633

EARNINGS BEFORE INTEREST AND TAXES

Earnings before interest and taxes (“EBIT”) by segment consist 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):

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Reportable Segments
Composites	$	67		$	37		$	127		$	64
Insulation	25			18			32			19
Roofing	90			62			110			142
Total reportable segments	182			117			269			225
Charges related to cost reduction actions and related items	—			—			(2		)	(12		)
Impairment loss on European Stone business	—			(19		)	—			(19		)
Gain on sale of Hangzhou, China facility	—			—			—			45
Net loss related to Hurricane Sandy	—			(4		)	—			(6		)
General corporate expense and other	(26		)	(21		)	(53		)	(52		)
EBIT	$	156		$	73		$	214		$	181

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CONDENSED CONSOLIDATED BALANCE SHEET (DETAIL) - USD ($) $ in Millions		6 Months Ended
		Jun. 30, 2014	Jun. 30, 2015	Dec. 31, 2014	Mar. 31, 2014	Dec. 31, 2013
CURRENT ASSETS
Cash and cash equivalents			$ 80	$ 67	$ 81	$ 57
Receivables, less allowances			853	674
Due from affiliates			0	0
Inventories			786	817
Assets held for sale			13	16
Other current assets			248	233
Total current assets			1,980	1,807
Condensed Consolidating Financial Statement Balance Sheet Prior Period Reclass		$ 112
Investment in subsidiaries			0	0
Due from affiliates			0	0
Property, plant and equipment, net			2,891	2,899
Goodwill			1,168	1,168
Intangible assets			1,010	1,017
Deferred income taxes			403	444
Other non-current assets			227	220
TOTAL ASSETS			7,679	7,555
CURRENT LIABILITIES
Accounts payable and accrued liabilities			925	949
Due to affiliates			0	0
Short-term debt			9	31
Long-term debt – current portion			3	3
Total current liabilities			937	983
Long-term debt, net of current portion			2,165	1,991
Due to affiliates			0	0
Pension plan liability			414	447
Other employee benefits liability			247	252
Deferred income taxes			27	22
Other liabilities			141	130
OWENS CORNING STOCKHOLDERS' EQUITY
Preferred stock	[1]		0	0
Common stock	[2]		1	1
Additional paid in capital			3,950	3,954
Accumulated earnings			874	805
Accumulated other comprehensive deficit		$ (301)	(584)	(550)
Cost of common stock in treasury	[3]		(533)	(518)
Total Owens Corning stockholders’ equity			3,708	3,692
Noncontrolling interests			40	38
Total equity			3,748	3,730
TOTAL LIABILITIES AND EQUITY			7,679	7,555
Parent Company
CURRENT ASSETS
Cash and cash equivalents			0	0	0	0
Receivables, less allowances			0	0
Due from affiliates			0	0
Inventories			0	0
Assets held for sale			0	0
Other current assets			12	7
Total current assets			12	7
Investment in subsidiaries			7,519	7,392
Due from affiliates			0	0
Property, plant and equipment, net			473	471
Goodwill			0	0
Intangible assets			0	0
Deferred income taxes			31	35
Other non-current assets			29	30
TOTAL ASSETS			8,064	7,935
CURRENT LIABILITIES
Accounts payable and accrued liabilities			49	47
Due to affiliates			2,019	1,913
Short-term debt			0	0
Long-term debt – current portion			0	0
Total current liabilities			2,068	1,960
Long-term debt, net of current portion			1,888	1,851
Due to affiliates			0	0
Pension plan liability			288	310
Other employee benefits liability			0	0
Deferred income taxes			0	0
Other liabilities			112	122
OWENS CORNING STOCKHOLDERS' EQUITY
Preferred stock			0	0
Common stock			1	1
Additional paid in capital			3,950	3,954
Accumulated earnings			874	805
Accumulated other comprehensive deficit			(584)	(550)
Cost of common stock in treasury			(533)	(518)
Total Owens Corning stockholders’ equity			3,708	3,692
Noncontrolling interests			0	0
Total equity			3,708	3,692
TOTAL LIABILITIES AND EQUITY			8,064	7,935
Guarantor Subsidiaries
CURRENT ASSETS
Cash and cash equivalents			5	1	9	3
Receivables, less allowances			0	0
Due from affiliates			3,063	2,858
Inventories			508	527
Assets held for sale			0	0
Other current assets			144	132
Total current assets			3,720	3,518
Investment in subsidiaries			2,525	2,590
Due from affiliates			0	0
Property, plant and equipment, net			1,325	1,285
Goodwill			1,127	1,127
Intangible assets			980	989
Deferred income taxes			345	380
Other non-current assets			62	62
TOTAL ASSETS			10,084	9,951
CURRENT LIABILITIES
Accounts payable and accrued liabilities			726	667
Due to affiliates			0	0
Short-term debt			0	25
Long-term debt – current portion			2	1
Total current liabilities			728	693
Long-term debt, net of current portion			14	15
Due to affiliates			851	881
Pension plan liability			0	0
Other employee benefits liability			233	237
Deferred income taxes			0	0
Other liabilities			180	175
OWENS CORNING STOCKHOLDERS' EQUITY
Preferred stock			0	0
Common stock			0	0
Additional paid in capital			6,334	6,371
Accumulated earnings			1,744	1,579
Accumulated other comprehensive deficit			0	0
Cost of common stock in treasury			0	0
Total Owens Corning stockholders’ equity			8,078	7,950
Noncontrolling interests			0	0
Total equity			8,078	7,950
TOTAL LIABILITIES AND EQUITY			10,084	9,951
Non Guarantor Subsidiaries
CURRENT ASSETS
Cash and cash equivalents			75	66	72	54
Receivables, less allowances			853	674
Due from affiliates			0	0
Inventories			278	290
Assets held for sale			13	16
Other current assets			92	94
Total current assets			1,311	1,140
Investment in subsidiaries			559	558
Due from affiliates			851	881
Property, plant and equipment, net			1,093	1,143
Goodwill			41	41
Intangible assets			225	238
Deferred income taxes			27	29
Other non-current assets			136	128
TOTAL ASSETS			4,243	4,158
CURRENT LIABILITIES
Accounts payable and accrued liabilities			150	235
Due to affiliates			1,044	945
Short-term debt			9	6
Long-term debt – current portion			1	2
Total current liabilities			1,204	1,188
Long-term debt, net of current portion			263	125
Due to affiliates			0	0
Pension plan liability			126	137
Other employee benefits liability			14	15
Deferred income taxes			27	22
Other liabilities			44	43
OWENS CORNING STOCKHOLDERS' EQUITY
Preferred stock			0	0
Common stock			0	0
Additional paid in capital			1,781	1,927
Accumulated earnings			744	663
Accumulated other comprehensive deficit			0	0
Cost of common stock in treasury			0	0
Total Owens Corning stockholders’ equity			2,525	2,590
Noncontrolling interests			40	38
Total equity			2,565	2,628
TOTAL LIABILITIES AND EQUITY			4,243	4,158
Consolidation Eliminations
CURRENT ASSETS
Cash and cash equivalents			0	0	$ 0	$ 0
Receivables, less allowances			0	0
Due from affiliates			(3,063)	(2,858)
Inventories			0	0
Assets held for sale			0	0
Other current assets			0	0
Total current assets			(3,063)	(2,858)
Investment in subsidiaries			(10,603)	(10,540)
Due from affiliates			(851)	(881)
Property, plant and equipment, net			0	0
Goodwill			0	0
Intangible assets			(195)	(210)
Deferred income taxes			0	0
Other non-current assets			0	0
TOTAL ASSETS			(14,712)	(14,489)
CURRENT LIABILITIES
Accounts payable and accrued liabilities			0	0
Due to affiliates			(3,063)	(2,858)
Short-term debt			0	0
Long-term debt – current portion			0	0
Total current liabilities			(3,063)	(2,858)
Long-term debt, net of current portion			0	0
Due to affiliates			(851)	(881)
Pension plan liability			0	0
Other employee benefits liability			0	0
Deferred income taxes			0	0
Other liabilities			(195)	(210)
OWENS CORNING STOCKHOLDERS' EQUITY
Preferred stock			0	0
Common stock			0	0
Additional paid in capital			(8,115)	(8,298)
Accumulated earnings			(2,488)	(2,242)
Accumulated other comprehensive deficit			0	0
Cost of common stock in treasury			0	0
Total Owens Corning stockholders’ equity			(10,603)	(10,540)
Noncontrolling interests			0	0
Total equity			(10,603)	(10,540)
TOTAL LIABILITIES AND EQUITY			$ (14,712)	$ (14,489)

[1] 10 shares authorized; none issued or outstanding at June 30, 2015, and

[2] 400 shares authorized; 135.5 issued and 117.6 outstanding at June 30, 2015; 135.5 issued and 117.8 outstanding at

[3] shares at June 30, 2015, and 17.7 shares at

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SEGMENT INFORMATION (DETAIL)	3 Months Ended		6 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2014 USD ($)	Jun. 30, 2015 USD ($) segment	Jun. 30, 2014 USD ($)
Segment Reporting, Significant Reconciling Item [Line Items]
NET SALES	$ 1,414,000,000	$ 1,355,000,000	$ 2,621,000,000	$ 2,633,000,000
Income (loss) from Reportable Segments	182,000,000	117,000,000	269,000,000	225,000,000
Restructuring Charges and Related Items	0	0	(2,000,000)	(12,000,000)
Net loss related to Hurricane Sandy	0	(4,000,000)	0	(6,000,000)
General corporate expense and other	(26,000,000)	(21,000,000)	(53,000,000)	(52,000,000)
EBIT	156,000,000	73,000,000	214,000,000	181,000,000
Charges related to cost reduction actions	0	0	0	12,000,000
Other costs related to restructuring			$ 2,000,000
Number of Reportable Segments | segment			3
United States
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues	980,000,000	899,000,000	$ 1,796,000,000	1,788,000,000
Europe
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues	136,000,000	160,000,000	265,000,000	309,000,000
Asia Pacific
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues	174,000,000	169,000,000	314,000,000	306,000,000
Other Geographical
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues	124,000,000	127,000,000	246,000,000	230,000,000
Composites
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues	508,000,000	505,000,000	986	982,000,000
Income (loss) from Reportable Segments			127	64,000,000
EBIT	67,000,000	37,000,000
Building Materials
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues			896,000,000	934,000,000
Income (loss) from Reportable Segments			110,000,000	142,000,000
Total Segments
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues	1,462,000,000	1,389,000,000	2,712,000,000	2,718,000,000
Corporate Eliminations
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues	(48,000,000)	(34,000,000)	(91,000,000)	(85,000,000)
Insulation
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues	451,000,000	447,000,000	830,000,000	802,000,000
EBIT	25,000,000	18,000,000	32,000,000	19,000,000
Roofing
Segment Reporting, Significant Reconciling Item [Line Items]
Revenues	503,000,000	437,000,000
EBIT	90,000,000	62,000,000
Hangzhou
Segment Reporting, Significant Reconciling Item [Line Items]
Restructuring Charges and Related Items	0	0	0	45,000,000
European Stone [Member]
Segment Reporting, Significant Reconciling Item [Line Items]
Restructuring Charges and Related Items	$ 0	$ (19,000,000)	$ 0	$ (19,000,000)

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DERIVATIVE FINANCIAL INSTRUMENTS (TABLE)

6 Months Ended

Jun. 30, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Derivative Assets and Liabilities at Fair Value

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

		Fair Value at
	Location	June 30, 2015		December 31, 2014
Derivative assets designated as hedging instruments:
Net investment hedges:
Cross currency swaps	Other current assets	$	3	$	—
Amount of gain recognized in OCI (effective portion)	OCI	$	5	$	—
Fair value hedges:
Interest rate swaps	Other non current assets	$	2	$	—
Derivative liabilities designated as hedging instruments:
Cash flow hedges:
Natural gas and electricity, and foreign exchange contracts	Accounts payable and accrued liabilities	$	3	$	9
Amount of loss recognized in OCI (effective portion)	OCI	$	4	$	8
Fair value hedges:
Interest rate swaps	Other Liabilities	$	—	$	(3	)
Derivative assets not designated as hedging instruments:
Foreign exchange contracts	Other current assets	$	1	$	1
Derivative liabilities not designated as hedging instruments:
Foreign exchange contracts	Accounts payable and accrued liabilities	$	1	$	2

Schedule of Fair Value Derivative Instruments Statements of Earnings Location

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

		Three Months Ended   June 30,					Six Months Ended   June 30,
	Location	2015			2014		2015			2014
Derivative activity designated as hedging instruments:
Natural gas and electricity:
Amount of (gain) loss reclassified from OCI into earnings (effective portion)	Cost of sales	$	3		$	—	$	6		$	(1	)
Interest rate swaps:
Amount of loss recognized in earnings	Interest expense, net	$	—		$	1	$	—		$	1
Derivative activity not designated as hedging instruments:
Natural gas and electricity:
Amount of (gain) recognized in earnings	Other expenses (income), net	$	—		$	—	$	(1	)	$	—
Foreign currency exchange contract:
Amount of (gain) loss recognized in earnings (a)	Other expenses (income), net	$	(1	)	$	2	$	—		$	1

(a) 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 expenses (income), net.

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INVENTORIES (TABLE)

6 Months Ended

Jun. 30, 2015

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventories consist of the following (in millions):

	June 30, 2015		December 31, 2014
Finished goods	$	550	$	568
Materials and supplies	236		249
Total inventories	$	786	$	817

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FAIR VALUE MEASUREMENT (DETAIL) - USD ($)	6 Months Ended
	Jun. 30, 2015	Dec. 31, 2014
Assets:
Derivative assets	$ 6,000,000	$ 1,000,000
Liabilities:
Derivative liabilities	4,000,000	8,000,000
Total liabilities	10,000,000	$ 13,000,000
Contingent consideration change in fair value	$ 1,000,000
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Notes Payable, Fair Value Disclosure, Par Value	100.00%	100.00%
Senior Notes Due 2036
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	7.00%	7.00%
Senior Notes Due 2019
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	9.00%	9.00%
Fair Value Inputs Level 1
Assets:
Derivative assets	$ 0	$ 0
Liabilities:
Derivative liabilities	0	0
Total liabilities	0	0
Fair Value Inputs Level 2
Assets:
Derivative assets	6,000,000	1,000,000
Liabilities:
Derivative liabilities	4,000,000	8,000,000
Total liabilities	4,000,000	8,000,000
Fair Value Inputs Level 3
Assets:
Derivative assets	0	0
Liabilities:
Derivative liabilities	0	0
Contingent consideration	6,000,000	5,000,000
Total liabilities	6,000,000	$ 5,000,000
Maximum Payout
Liabilities:
Contingent consideration	7,000,000
Minimum Payout
Liabilities:
Contingent consideration	$ 4,000,000

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INVENTORIES (DETAIL) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Inventory Disclosure [Abstract]
Finished goods	$ 550	$ 568
Materials and supplies	236	249
Total inventories	$ 786	$ 817

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GOODWILL AND OTHER INTANGIBLE ASSETS (TABLE)

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets [Table Text Block]

The changes in the gross carrying amount of amortizable intangible assets by asset group are as follows (in millions):

	Customer relationships		Technology		Franchise and other agreements		Trademarks		Total
Balance at December 31, 2014	$	172	$	193	$	39	$	786	$	1,190
Additional Franchises and Agreements	—		—		5		—		5
Balance at June 30, 2015	$	172	$	193	$	44	$	786	$	1,195

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PROPERTY, PLANT AND EQUIPMENT (TABLE)

6 Months Ended

Jun. 30, 2015

Property, Plant and Equipment [Abstract]

Property, Plant and Equipment

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

	June 30, 2015			December 31, 2014
Land	$	191		$	196
Buildings and leasehold improvements	790			789
Machinery and equipment	3,421			3,405
Construction in progress	284			233
	4,686			4,623
Accumulated depreciation	(1,795		)	(1,724		)
Property, plant and equipment, net	$	2,891		$	2,899

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GENERAL

6 Months Ended

Jun. 30, 2015

General Disclosure [Abstract]

GENERAL

GENERAL

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

The Consolidated Financial Statements included in this report are unaudited, pursuant to certain rules and regulations of the Securities and Exchange Commission, and include, in the opinion of the Company, normal recurring adjustments necessary for a fair statement of the results for the periods indicated, which, however, are not necessarily indicative of results which may be expected for the full year. The December 31, 2014, balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States (U.S.). In connection with the Consolidated Financial Statements and Notes included in this report, reference is made to the Consolidated Financial Statements and Notes contained in the Company’s 2014 annual report on Form 10-K. Certain reclassifications have been made to the periods presented for 2014 to conform to the classifications used in the periods presented for 2015.

In the second quarter of 2015, the Company recorded additional income tax expense of $4 million related to prior periods. The effect was not material to the current or any previously issued financial statements.

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WARRANTIES (TABLE)

6 Months Ended

Jun. 30, 2015

Product Warranties Disclosures [Abstract]

Schedule of Product Warranty Liability

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):

	Six Months Ended June 30, 2015
Beginning balance	$	40
Amounts accrued for current year	10
Settlements of warranty claims	(7		)
Ending balance	$	43

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CONDENSED CONSOLIDATING FINANCIAL STATEMENTS (TABLE)

6 Months Ended

Jun. 30, 2015

Jun. 30, 2014

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

Condensed Consolidating Statement of Earnings

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET SALES	$	—		$	998	$	510	$	(94	)	$	1,414
COST OF SALES	1			800		399		(94		)	1,106
Gross margin	(1		)	198		111		—			308
OPERATING EXPENSES
Marketing and administrative expenses	30			70		30		—			130
Science and technology expenses	—			15		3		—			18
Charges related to cost reduction actions	—			—		—		—			—
Other expenses (income), net	(9		)	6		7		—			4
Total operating expenses	21			91		40		—			152
EARNINGS BEFORE INTEREST AND TAXES	(22		)	107		71		—			156
Interest expense, net	24			1		1		—			26
Gain on extinguishment of debt	(5		)	—		—		—			(5		)
EARNINGS BEFORE TAXES	(41		)	106		70		—			135
Less: Income tax expense (benefit)	(14		)	37		21		—			44
Equity in net earnings of subsidiaries	118			49		—		(167		)	—
Equity in net earnings of affiliates	—			—		1		—			1
NET EARNINGS	91			118		50		(167		)	92
Less: Net earnings attributable to noncontrolling interests	—			—		1		—			1
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	91		$	118	$	49	$	(167	)	$	91

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET SALES	$	—		$	925	$	529	$	(99	)	$	1,355
COST OF SALES	(4		)	768		442		(99		)	1,107
Gross margin	4			157		87		—			248
OPERATING EXPENSES
Marketing and administrative expenses	28			70		32		—			130
Science and technology expenses	—			15		5		—			20
Charges related to cost reduction actions	—			—		—		—			—
Other expenses (income), net	(6		)	12		19		—			25
Total operating expenses	22			97		56		—			175
EARNINGS BEFORE INTEREST AND TAXES	(18		)	60		31		—			73
Interest expense, net	28			1		2		—			31
EARNINGS BEFORE TAXES	(46		)	59		29		—			42
Less: Income tax expense (benefit)	(18		)	22		17		—			21
Equity in net earnings of subsidiaries	49			12		—		(61		)	—
Equity in net earnings of affiliates	—			—		1		—			1
NET EARNINGS	21			49		13		(61		)	22
Less: Net earnings attributable to noncontrolling interests	—			—		1		—			1
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	21		$	49	$	12	$	(61	)	$	21

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	—		$	1,836	$	985		$	(188	)	$	2,633
COST OF SALES	(4		)	1,519		824			(188		)	2,151
Gross margin	4			317		161			—			482
OPERATING EXPENSES
Marketing and administrative expenses	60			136		66			—			262
Science and technology expenses	—			30		9			—			39
Charges related to cost reduction actions	—			1		11			—			12
Other expenses (income), net	(16		)	14		(10		)	—			(12		)
Total operating expenses	44			181		76			—			301
EARNINGS BEFORE INTEREST AND TAXES	(40		)	136		85			—			181
Interest expense, net	54			2		2			—			58
EARNINGS BEFORE TAXES	(94		)	134		83			—			123
Less: Income tax expense (benefit)	(36		)	9		9			—			(18		)
Equity in net earnings of subsidiaries	199			74		—			(273		)	—
Equity in net earnings of affiliates	—			—		1			—			1
NET EARNINGS	141			199		75			(273		)	142
Less: Net earnings attributable to noncontrolling interests	—			—		1			—			1
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	141		$	199	$	74		$	(273	)	$	141

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF EARNINGS

FOR THE SIX MONTHS ENDEDJUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET SALES	$	—		$	1,839	$	971	$	(189	)	$	2,621
COST OF SALES	1			1,521		771		(189		)	2,104
Gross margin	(1		)	318		200		—			517
OPERATING EXPENSES
Marketing and administrative expenses	62			138		59		—			259
Science and technology expenses	—			29		6		—			35
Charges related to cost reduction actions	—			—		—		—			—
Other expenses (income), net	(17		)	12		14		—			9
Total operating expenses	45			179		79		—			303
EARNINGS BEFORE INTEREST AND TAXES	(46		)	139		121		—			214
Interest expense, net	48			2		2		—			52
Gain on extinguishment of debt	(5		)	—		—		—			(5		)
EARNINGS BEFORE TAXES	(89		)	137		119		—			167
Less: Income tax expense (benefit)	(29		)	46		40		—			57
Equity in net earnings of subsidiaries	169			78		—		(247		)	—
Equity in net earnings of affiliates	—			—		1		—			1
NET EARNINGS	109			169		80		(247		)	111
Less: Net earnings attributable to noncontrolling interests	—			—		2		—			2
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	109		$	169	$	78	$	(247	)	$	109

Condensed Consolidating Statement Of Comprehensive Earnings

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	109		$	169	$	80	$	(247	)	$	111
Currency translation adjustment (net of tax)	(43		)	—		—		—			(43		)
Pension and other postretirement adjustment (net of tax)	6			—		—		—			6
Deferred gain (loss) on hedging (net of tax)	3			—		—		—			3
COMPREHENSIVE EARNINGS	75			169		80		(247		)	77
Less: Net earnings attributable to noncontrolling interests	—			—		2		—			2
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	75		$	169	$	78	$	(247	)	$	75

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE THREE MONTHS ENDED JUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	91		$	118	$	50	$	(167	)	$	92
Currency translation adjustment (net of tax)	7			—		—		—			7
Pension and other postretirement adjustment (net of tax)	(2		)	—		—		—			(2		)
Deferred gain (loss) on hedging (net of tax)	2			—		—		—			2
COMPREHENSIVE EARNINGS	98			118		50		(167		)	99
Less: Net earnings attributable to noncontrolling interests	—			—		1		—			1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	98		$	118	$	49	$	(167	)	$	98

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE SIX MONTHS ENDEDJUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	109		$	169	$	80	$	(247	)	$	111
Currency translation adjustment (net of tax)	(43		)	—		—		—			(43		)
Pension and other postretirement adjustment (net of tax)	6			—		—		—			6
Deferred gain (loss) on hedging (net of tax)	3			—		—		—			3
COMPREHENSIVE EARNINGS	75			169		80		(247		)	77
Less: Net earnings attributable to noncontrolling interests	—			—		2		—			2
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	75		$	169	$	78	$	(247	)	$	75

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE SIX MONTHS ENDEDJUNE 30, 2014

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	141		$	199	$	75	$	(273	)	$	142
Currency translation adjustment (net of tax)	(5		)	—		—		—			(5		)
Pension and other postretirement adjustment (net of tax)	2			—		—		—			2
Deferred gain (loss) on hedging (net of tax)	(1		)	—		—		—			(1		)
COMPREHENSIVE EARNINGS	137			199		75		(273		)	138
Less: Comprehensive earnings attributable to noncontrolling interests	—			—		1		—			1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	137		$	199	$	74	$	(273	)	$	137

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	21		$	49	$	13	$	(61	)	$	22
Currency translation adjustment (net of tax)	11			—		—		—			11
Pension and other postretirement adjustment (net of tax)	(1		)	—		—		—			(1		)
Deferred gain (loss) on hedging (net of tax)	(1		)	—		—		—			(1		)
COMPREHENSIVE EARNINGS	30			49		13		(61		)	31
Less: Comprehensive earnings attributable to noncontrolling interests	—			—		1		—			1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	30		$	49	$	12	$	(61	)	$	30

Condensed Consolidating Balance Sheet

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JUNE 30, 2015

(in millions)

ASSETS	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
CURRENT ASSETS
Cash and cash equivalents	$	—		$	5	$	75	$	—		$	80
Receivables, less allowances	—			—		853		—			853
Due from affiliates	—			3,063		—		(3,063		)	—
Inventories	—			508		278		—			786
Assets held for sale	—			—		13		—			13
Other current assets	12			144		92		—			248
Total current assets	12			3,720		1,311		(3,063		)	1,980
Investment in subsidiaries	7,519			2,525		559		(10,603		)	—
Due from affiliates	—			—		851		(851		)	—
Property, plant and equipment, net	473			1,325		1,093		—			2,891
Goodwill	—			1,127		41		—			1,168
Intangible assets	—			980		225		(195		)	1,010
Deferred income taxes	31			345		27		—			403
Other non-current assets	29			62		136		—			227
TOTAL ASSETS	$	8,064		$	10,084	$	4,243	$	(14,712	)	$	7,679
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	49		$	726	$	150	$	—		$	925
Due to affiliates	2,019			—		1,044		(3,063		)	—
Short-term debt	—			—		9		—			9
Long-term debt – current portion	—			2		1		—			3
Total current liabilities	2,068			728		1,204		(3,063		)	937
Long-term debt, net of current portion	1,888			14		263		—			2,165
Due to affiliates	—			851		—		(851		)	—
Pension plan liability	288			—		126		—			414
Other employee benefits liability	—			233		14		—			247
Deferred income taxes	—			—		27		—			27
Other liabilities	112			180		44		(195		)	141
OWENS CORNING STOCKHOLDERS’ EQUITY
Preferred stock	—			—		—		—			—
Common stock	1			—		—		—			1
Additional paid in capital	3,950			6,334		1,781		(8,115		)	3,950
Accumulated earnings	874			1,744		744		(2,488		)	874
Accumulated other comprehensive deficit	(584		)	—		—		—			(584		)
Cost of common stock in treasury	(533		)	—		—		—			(533		)
Total Owens Corning stockholders’ equity	3,708			8,078		2,525		(10,603		)	3,708
Noncontrolling interests	—			—		40		—			40
Total equity	3,708			8,078		2,565		(10,603		)	3,748
TOTAL LIABILITIES AND EQUITY	$	8,064		$	10,084	$	4,243	$	(14,712	)	$	7,679

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2014

(in millions)

ASSETS	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
CURRENT ASSETS
Cash and cash equivalents	$	—		$	1	$	66	$	—		$	67
Receivables, less allowances	—			—		674		—			674
Due from affiliates	—			2,858		—		(2,858		)	—
Inventories	—			527		290		—			817
Assets held for sale	—			—		16		—			16
Other current assets	7			132		94		—			233
Total current assets	7			3,518		1,140		(2,858		)	1,807
Investment in subsidiaries	7,392			2,590		558		(10,540		)	—
Due from affiliates	—			—		881		(881		)	—
Property, plant and equipment, net	471			1,285		1,143		—			2,899
Goodwill	—			1,127		41		—			1,168
Intangible assets	—			989		238		(210		)	1,017
Deferred income taxes	35			380		29		—			444
Other non-current assets	30			62		128		—			220
TOTAL ASSETS	$	7,935		$	9,951	$	4,158	$	(14,489	)	$	7,555
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	47		$	667	$	235	$	—		$	949
Due to affiliates	1,913			—		945		(2,858		)	—
Short-term debt	—			25		6		—			31
Long-term debt – current portion	—			1		2		—			3
Total current liabilities	1,960			693		1,188		(2,858		)	983
Long-term debt, net of current portion	1,851			15		125		—			1,991
Due to affiliates	—			881		—		(881		)	—
Pension plan liability	310			—		137		—			447
Other employee benefits liability	—			237		15		—			252
Deferred income taxes	—			—		22		—			22
Other liabilities	122			175		43		(210		)	130
OWENS CORNING STOCKHOLDERS’ EQUITY
Preferred stock	—			—		—		—			—
Common stock	1			—		—		—			1
Additional paid in capital	3,954			6,371		1,927		(8,298		)	3,954
Accumulated earnings	805			1,579		663		(2,242		)	805
Accumulated other comprehensive deficit	(550		)	—		—		—			(550		)
Cost of common stock in treasury	(518		)	—		—		—			(518		)
Total Owens Corning stockholders’ equity	3,692			7,950		2,590		(10,540		)	3,692
Noncontrolling interests	—			—		38		—			38
Total equity	3,692			7,950		2,628		(10,540		)	3,730
TOTAL LIABILITIES AND EQUITY	$	7,935		$	9,951	$	4,158	$	(14,489	)	$	7,555

Condensed Consolidating Statement of Cash Flows

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDEDJUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(52	)	$	47		$	85		$	—	$	80
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	(9		)	(112		)	(30		)	—		(151		)
Proceeds from the sale of assets or affiliates	—			—			2			—		2
Purchases of alloy	—			—			(7		)	—		(7		)
Proceeds from sale of alloy	—			—			7			—		7
Net cash flow used for investing activities	(9		)	(112		)	(28		)	—		(149		)
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	683			—			136			—		819
Payments on senior revolving credit and receivables securitization facilities	(634		)	—			—			—		(634		)
Payments on long-term debt	(5		)	—			(3		)	—		(8		)
Net increase (decrease) in short-term debt	—			(25		)	6			—		(19		)
Cash dividends paid	(39		)	—			—			—		(39		)
Purchases of treasury stock	(47		)	—			—			—		(47		)
Other intercompany loans	92			94			(186		)	—		—
Other	11			—			—			—		11
Net cash flow provided by financing activities	61			69			(47		)	—		83
Effect of exchange rate changes on cash	—			—			(1		)	—		(1		)
Net increase in cash and cash equivalents	—			4			9			—		13
Cash and cash equivalents at beginning of period	—			1			66			—		67
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	5		$	75		$	—	$	80

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDEDJUNE 30, 2014

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(53	)	$	(39	)	$	(25	)	$	—	$	(117	)
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	(6		)	(68		)	(51		)	—		(125		)
Proceeds from the sale of assets or affiliates	44			—			18			—		62
Purchases of alloy	—			(2		)	(15		)	—		(17		)
Proceeds from sale of alloy	4			—			11			—		15
Net cash flow used for investing activities	42			(70		)	(37		)	—		(65		)
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	719			—			50			—		769
Payments on senior revolving credit and receivables securitization facilities	(522		)	—			—			—		(522		)
Payments on long-term debt	—			—			(1		)	—		(1		)
Net increase (decrease) in short-term debt	—			—			16			—		16
Cash dividends paid	(19		)	—			—			—		(19		)
Purchase of treasury stock	(44		)	—			—			—		(44		)
Other intercompany loans	(130		)	115			15			—		—
Other	7			—			—			—		7
Net cash flow provided by financing activities	11			115			80			—		206
Effect of exchange rate changes on cash	—			—			—			—		—
Net increase in cash and cash equivalents	—			6			18			—		24
Cash and cash equivalents at beginning of period	—			3			54			—		57
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	9		$	72		$	—	$	81

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CONTINGENT LIABILITIES AND OTHER MATTERS (DETAIL) - Jun. 30, 2015 $ in Millions	USD ($) Number
Unusual or Infrequent Item [Line Items]
Environmental Liability Sites	19
Environmental Exit Costs, Reasonably Possible Additional Losses, Best Estimate | $	$ 2

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CONSOLIDATED STATEMENTS OF EARNINGS - USD ($) shares in Millions, $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Income Statement [Abstract]
NET SALES	$ 1,414	$ 1,355	$ 2,621	$ 2,633
COST OF SALES	1,106	1,107	2,104	2,151
Gross margin	308	248	517	482
OPERATING EXPENSES
Marketing and administrative expenses	130	130	259	262
Science and technology expenses	18	20	35	39
Charges related to cost reduction actions	0	0	0	12
Other expenses (income), net	4	25	9	(12)
Total operating expenses	152	175	303	301
EARNINGS BEFORE INTEREST AND TAXES	156	73	214	181
Interest expense, net	26	31	52	58
Gains (Losses) on Extinguishment of Debt	(5)	0	(5)	0
EARNINGS BEFORE TAXES	135	42	167	123
Less: Income tax expense (benefit)	44	21	57	(18)
Equity in net earnings of affiliates	1	1	1	1
NET EARNINGS	92	22	111	142
Less: Net earnings attributable to noncontrolling interests	1	1	2	1
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$ 91	$ 21	$ 109	$ 141
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
Basic (in dollars per share)	$ 0.77	$ 0.18	$ 0.93	$ 1.20
Diluted (in dollars per share)	0.77	0.18	0.92	1.19
Dividend (in dollars per share)	$ 0.17	$ 0.16	$ 0.34	$ 0.32
WEIGHTED AVERAGE COMMON SHARES
Basic (in shares)	117.5	117.4	117.6	117.6
Diluted (in shares)	118.3	118.3	118.3	118.5

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DERIVATIVE FINANCIAL INSTRUMENTS BALANCE SHEET (DETAIL) $ in Millions	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2015 USD ($)	Jun. 30, 2015 USD ($)	Dec. 31, 2014 USD ($)
Derivatives, Fair Value [Line Items]
Loss Recognized in OCI, Effective Portion		$ 4
Two Months
Derivatives, Fair Value [Line Items]
Percent of exposures hedged	0	0
Exposure Time		2 months
Four Months
Derivatives, Fair Value [Line Items]
Percent of exposures hedged	0	0
Exposure Time		4 months
Twelve Months [Domain]
Derivatives, Fair Value [Line Items]
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimate of Time to Transfer	12 months
Beyond Twelve Months [Domain]
Derivatives, Fair Value [Line Items]
Derivative Instruments, Gain (Loss) Reclassification from Accumulated OCI to Income, Estimate of Time to Transfer	12 months
Natural Gas Contract
Derivatives, Fair Value [Line Items]
Derivative, Remaining Maturity		15 months
Interest Rate Swap
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Net	$ 2	$ 2	$ 0
Electricity and Foreign Exchange Contracts [Member] | Twelve Months [Domain]
Derivatives, Fair Value [Line Items]
Percent of exposures hedged	0	0
Electricity and Foreign Exchange Contracts [Member] | Beyond Twelve Months [Domain]
Derivatives, Fair Value [Line Items]
Percent of exposures hedged	0	0
Other Current Assets | Designated as Hedging Instrument | Net Investment Hedging [Member] | Foreign Exchange Contract
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Net	$ 3	$ 3	0
Other Current Assets | Nondesignated | Electricity and Foreign Exchange Contracts [Member]
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Net	1	1	1
Other Comprehensive Income | Designated as Hedging Instrument | Cash Flow Hedging | Natural Gas Contract
Derivatives, Fair Value [Line Items]
Loss Recognized in OCI, Effective Portion		4	8
Other Comprehensive Income | Designated as Hedging Instrument | Net Investment Hedging [Member] | Foreign Exchange Contract
Derivatives, Fair Value [Line Items]
Derivative Asset, Fair Value, Net	5	5
Accounts Payable and Accrued Liabilities | Designated as Hedging Instrument | Cash Flow Hedging | Natural Gas Contract
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Net	3	3	9
Accounts Payable and Accrued Liabilities | Nondesignated | Foreign Exchange Contract
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Net	1	1	2
Other Liabilities [Member] | Designated as Hedging Instrument | Cash Flow Hedging | Interest Rate Swap
Derivatives, Fair Value [Line Items]
Derivative Liability, Fair Value, Net	$ 0	$ 0	$ (3)

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CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Millions	Jun. 30, 2015	Dec. 31, 2014
Statement of Financial Position [Abstract]
Allowance for doubtful accounts	$ 10	$ 10
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	10,000,000	10,000,000
Preferred stock, issued	0	0
Preferred stock, outstanding	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	400,000,000	400,000,000
Common stock, issued	135,500,000	135,500,000
Common stock, outstanding	117,600,000	117,800,000
Treasury stock shares	17,900,000	17,700,000

XML

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME COMPONENTS OF ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) (Details) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total AOCI beginning balance			$ (550)
Other comprehensive income/(loss), net of tax	$ 2	$ (1)	3	$ (1)
Translation impact on non-US. Plans	7	11	(43)	(5)
Other comprehensive income/(loss), net of tax	(2)	(1)	6	2
Total AOCI ending balance	(584)	(301)	(584)	(301)
Currency Translation Adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total AOCI beginning balance	(183)	(14)	(133)	2
Gain/(loss) on foreign currency translation	11	11	(46)	(5)
Gain/(loss) on net investment hedge	7	0	5	0
Income tax (expense)/benefit of amount classified into AOCI	(3)	0	(2)	0
Net gain/(loss) on foreign currency translation	7	11	(43)	(5)
Translation impact on non-US. Plans	7	11	(43)	(5)
Total AOCI ending balance	(176)	(3)	(176)	(3)
Ending balance
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total AOCI beginning balance	(4)	0	(5)	0
Change in mark to market hedges	0	0	(1)	1
Income tax (expense)/benefit of amount classified into AOCI	0	(1)	0	1
Net gain/(loss) on derivative instruments	0	(1)	(1)	0
Amounts reclassified from AOCI to income	(3)	0	6	(1)
Income tax expense/(benefit) of amounts reclassified from AOCI to income	(1)	0	(2)	0
Net gain/(loss) reclassified from AOCI to net income	(2)	0	4	(1)
Other comprehensive income/(loss), net of tax	2	(1)	3	(1)
Total AOCI ending balance	(2)	(1)	(2)	(1)
Pension and Other Postretirement Adjustment
Accumulated Other Comprehensive Income (Loss) [Line Items]
Total AOCI beginning balance	(404)	(296)	(412)	(299)
Amortization of actuarial (Gain)/Loss	(4)	(3)	9	5
Amortization of prior service (Gain)/Cost	(1)	(1)	(2)	(2)
Income tax Expense/(Benefit) of amounts reclassified from AOCI to income	1	1	(3)	(2)
Net amortization and Gains/(Losses) reclassified from AOCI to net income	2	1	4	1
Translation impact on non-US. Plans	(4)	(2)	2	1
Other comprehensive income/(loss), net of tax	2	1	6	2
Total AOCI ending balance	$ (406)	$ (297)	$ (406)	$ (297)

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PENSION AND OTHER POSTRETIREMENT BENEFITS (TABLE)

6 Months Ended

Jun. 30, 2015

Pension Plan, Defined Benefit

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

Schedule of Net Benefit Costs

The following tables provide information regarding pension expense recognized (in millions):

	Three Months Ended June 30, 2015									Three Months Ended June 30, 2014
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Components of Net Periodic Pension Cost
Service cost	$	2		$	1		$	3		$	2		$	2		$	4
Interest cost	11			5			16			12			6			18
Expected return on plan assets	(14		)	(7		)	(21		)	(15		)	(7		)	(22		)
Amortization of actuarial loss	3			1			4			3			—			3
Curtailment gain	—			(1		)	(1		)	—			—			—
Net periodic pension cost	$	2		$	(1	)	$	1		$	2		$	1		$	3

	Six Months Ended June 30, 2015									Six Months Ended June 30, 2014
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Components of Net Periodic Pension Cost
Service cost	$	4		$	2		$	6		$	4		$	3		$	7
Interest cost	22			10			32			24			12			36
Expected return on plan assets	(29		)	(13		)	(42		)	(29		)	(14		)	(43		)
Amortization of actuarial loss	7			2			9			5			1			6
Curtailment gain	—			(1		)	(1		)	—			—			—
Net periodic pension cost	$	4		$	—		$	4		$	4		$	2		$	6

Other Postretirement Benefits Other Than Pensions

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

Schedule of Net Benefit Costs

The following table provides the components of net periodic benefit cost for aggregated United States and non-United States Plans for the periods indicated (in millions):

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Components of Net Periodic Benefit Cost
Service cost	$	—		$	—		$	1		$	1
Interest cost	2			2			4			5
Amortization of prior service cost	(1		)	(1		)	(2		)	(2		)
Amortization of actuarial gain	—			—			—			(1		)
Net periodic benefit cost	$	1		$	1		$	3		$	3

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FAIR VALUE MEASUREMENT

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

FAIR VALUE MEASUREMENT

FAIR VALUE MEASUREMENT

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.

Items Measured at Fair Value

The carrying value of cash and cash equivalents, accounts receivable and short-term debt approximate fair value because of the short-term maturity of the instruments.

Derivatives

The Company executes financial derivative contracts for the purpose of mitigating risk exposure that is generated from our normal operations. These derivatives consist of natural gas swaps, interest rate swaps, cross currency swaps, and foreign exchange forward contracts, all of which are over-the-counter and not traded through an exchange. The Company uses widely accepted valuation tools to determine fair value, such as discounting cash flows to calculate a present value for the derivatives. The models use Level 2 inputs, such as forward curves and other commonly quoted observable transactions and prices.

Contingent consideration

In connection with our third quarter 2014 acquisition, we recorded contingent consideration pertaining to amounts payable to the former owners related to a put/call option that is to be determined based on a multiple of 2016 EBITDA that contains a cap of $7 million and a floor of $4 million. The valuation of contingent consideration uses assumptions we believe would be made by a market participant and has been based on a significant input not observable in the market. The significant unobservable input used in the fair value measurement of our contingent consideration includes our internal forecast of business performance, which is a Level 3 input. The fair value of the put/call as of June 30, 2015 is $6 million and has been recorded in Other liabilities on the Consolidated Balance Sheet. The change in fair value of $1 million for the six months ended June 30, 2015 was recognized in Interest expense, net on the Consolidated Statements of Earnings.

The following table summarizes the fair values and levels within the fair value hierarchy in which the fair value measurements fall as of June 30, 2015 (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:
Derivative assets	$	6	$	—	$	6	$	—
Liabilities:
Derivative liabilities	$	4	$	—	$	4	$	—
Contingent consideration	6		—		—		6
Total liabilities	$	10	$	—	$	4	$	6

The following table summarizes the fair values and levels within the fair value hierarchy in which the fair value measurements fall as of December 31, 2014 (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:
Derivative assets	$	1	$	—	$	1	$	—
Liabilities:
Derivative liabilities	$	8	$	—	$	8	$	—
Contingent consideration	5		—		—		5
Total liabilities	$	13	$	—	$	8	$	5

Items Disclosed at Fair Value

Long-term debt

The following table shows the fair value of the Company’s long-term debt as calculated based on quoted market prices for the same or similar issues (Level 2 input), or on the current rates offered to the Company for debt of the same remaining maturities:

	June 30, 2015		December 31, 2014
6.50% senior notes, net of discount, due 2016	106	%	109	%
9.00% senior notes, net of discount, due 2019	123	%	119	%
4.20% senior notes, net of discount, due 2022	101	%	101	%
4.20% senior notes, net of discount, due 2024	101	%	99	%
7.00% senior notes, net of discount, due 2036	116	%	124	%

The Company determined that the book value of the remaining long-term debt instruments approximates market value.

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STOCK COMPENSATION (TABLE)

6 Months Ended

Jun. 30, 2015

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

Schedule of Share-based Compensation, Stock Options, Activity

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

	Six Months Ended   June 30, 2015
	Number of Options		Weighted- Average Exercise Price
Beginning Balance	2,754,895		$	31.04
Exercised	(376,725	)	29.94
Forfeited	(99,350	)	38.18
Expired	(5,100	)	41.89
Ending Balance	2,273,720		$	30.89

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding and Exercisable

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

	Options Outstanding				Options Exercisable
	Options Outstanding	Weighted-Average			Number Exercisable at June 30, 2015	Weighted-Average
Range of Exercise Prices		Remaining Contractual Life	Exercise Price			Remaining Contractual Life	Exercise Price
$13.89-$42.16	2,273,720	4.54	$	30.89	1,866,295	3.79	$	29.25

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity

	Six Months Ended   June 30, 2015
	Number of Shares		Weighted-Average Grant-Date Fair Value
Beginning Balance	1,727,741		$	33.58
Granted	582,305		39.48
Vested	(484,744	)	34.32
Forfeited	(116,274	)	38.10
Ending Balance	1,709,028		$	35.21

Schedule of Share-based Compensation Arrangement by Share-based Payment Award, Performance-Based Units, Vested and Expected to Vest

	Six Months Ended   June 30, 2015
	Number of PSUs		Weighted-Average Grant-Date Fair Value
Beginning Balance	416,250		$	49.53
Granted	251,600		43.88
Forfeited	(72,750	)	48.55
Ending Balance	595,100		$	47.26

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CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

6 Months Ended

Jun. 30, 2015

Equity [Abstract]

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME

CHANGES IN ACCUMULATED OTHER COMPREHENSIVE DEFICIT

The following table summarizes the changes in accumulated other comprehensive income (deficit) (“AOCI”) (in millions):

	Three Months Ended   June 30,						Six Months  Ended  June 30,
	2015			2014			2015			2014
Currency Translation Adjustment
Beginning balance	$	(183	)	$	(14	)	$	(133	)	$	2
Gain/(loss) on foreign currency translation	11			11			(46		)	(5		)
Gain/(loss) on net investment hedge	(7		)	—			5			—
Income tax (expense)/benefit of amount classified into AOCI	3			—			(2		)	—
Net gain/(loss) on foreign currency translation	7			11			(43		)	(5		)
Other comprehensive income/(loss), net of tax	7			11			(43		)	(5		)
Ending balance	$	(176	)	$	(3	)	$	(176	)	$	(3	)
Pension and Other Postretirement Adjustment
Beginning balance	$	(404	)	$	(296	)	$	(412	)	$	(299	)
Amortization of actuarial (gain)/loss (a)	4			3			9			5
Amortization of prior service (gain)/loss (a)	(1		)	(1		)	(2		)	(2		)
Income tax expense/(benefit) of amounts reclassified from AOCI to income	(1		)	(1		)	(3		)	(2		)
Net amortization and gain/(loss) reclassified from AOCI to net income	2			1			4			1
Translation impact on non-US. Plans	(4		)	(2		)	2			1
Other comprehensive income/(loss), net of tax	(2		)	(1		)	6			2
Ending balance	$	(406	)	$	(297	)	$	(406	)	$	(297	)
Deferred Gain (Loss) on Hedging
Beginning balance	$	(4	)	$	—		$	(5	)	$	—
Change in mark to market hedges	—			—			(1		)	1
Income tax (expense)/benefit of amount classified into AOCI	—			1			—			1
Net gain/(loss) on derivative instruments	—			(1		)	(1		)	—
Amounts reclassified from AOCI to income (b)	3			—			6			(1		)
Income tax expense/(benefit) of amounts reclassified from AOCI to income	(1		)	—			(2		)	—
Net gain/(loss) reclassified from AOCI to net income	2			—			4			(1		)
Other comprehensive income/(loss), net of tax	2			(1		)	3			(1		)
Ending balance	$	(2	)	$	(1	)	$	(2	)	$	(1	)
Total AOCI ending balance	$	(584	)	$	(301	)	$	(584	)	$	(301	)

(a)These AOCI components are included in the computation of total Pension and OPEB expense and are recorded in cost of sales and marketing and administrative expenses. See Note 12 for additional information.

(b) Amounts reclassified from gain/(loss) on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings and is recognized in cost of sales. See Note 4 for additional information.

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CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
Statement of Cash Flows [Abstract]
Net Income (Loss) Attributable to Parent	$ 109	$ 141
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES
NET EARNINGS	111	142
Adjustments to reconcile net earnings to cash provided by (used for) operating activities:
Depreciation and amortization	151	154
Gain on sale of fixed assets	(1)	(47)
Impairment loss on European Stone business	0	19
Deferred income taxes	37	(29)
Provision for pension and other employee benefits liabilities	7	9
Stock-based compensation expense	14	14
Other non-cash	(11)	(13)
Gains (Losses) on Extinguishment of Debt	(5)	0
Change in working capital	(201)	(336)
Pension fund contribution	(25)	(24)
Payments for other employee benefits liabilities	(10)	(12)
Other	13	6
Net cash flow provided by (used for) operating activities	80	(117)
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	(151)	(125)
Proceeds from the sale of assets or affiliates	2	62
Net cash flow used for investing activities	(149)	(65)
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	819	769
Payments on senior revolving credit and receivables securitization facilities	(634)	(522)
Payments on long-term debt	(8)	(1)
Net increase (decrease) in short-term debt	(19)	16
Cash dividends paid	(39)	(19)
Purchases of treasury stock	(47)	(44)
Other	11	7
Net cash flow provided by financing activities	83	206
Effect of exchange rate changes on cash	(1)	0
Net increase in cash and cash equivalents	13	24
Cash and cash equivalents at beginning of period	67	$ 57
Cash and cash equivalents at end of period	$ 80

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Statement of Comprehensive Income [Abstract]
NET EARNINGS	$ 92	$ 22	$ 111	$ 142
Currency translation adjustment (net of tax)	7	11	(43)	(5)
Pension and other postretirement adjustment (net of tax of $(1), $(1), $(3), and $(2) for the three and six months ended June 30, 2015 and 2014, respectively)	(2)	(1)	6	2
Deferred gain (loss) on hedging (net of tax of $(1), $1, $(2), and $1 for the three and six months ended June 30, 2015 and 2014, respectively)	2	(1)	3	(1)
COMPREHENSIVE EARNINGS	99	31	77	138
Less: Comprehensive earnings attributable to noncontrolling interests	1	1	2	1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$ 98	$ 30	$ 75	$ 137

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DEBT

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

DEBT

DEBT

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

	June 30, 2015		December 31, 2014
6.50% senior notes, net of discount, due 2016	$	158	$	158
9.00% senior notes, net of discount, due 2019	143		143
4.20% senior notes, net of discount, due 2022	600		600
4.20% senior notes, net of discount, due 2024	393		392
7.00% senior notes, net of discount, due 2036	540		540
Accounts receivable securitization facility, maturing in 2018	242		106
Senior revolving credit facility, maturing in 2018	48		—
Various capital leases, due through and beyond 2050	38		47
Fair value adjustment to debt	6		8
Total long-term debt	2,168		1,994
Less – current portion	3		3
Long-term debt, net of current portion	$	2,165	$	1,991

Senior Notes

The Company issued $400 million of 2024 senior notes on November 12, 2014 at 4.20%. The Company paid $4 million in loan costs in connection with the 2024 notes. These costs were deferred and are being amortized over the term of the 2024 notes. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on June 1, 2015. The proceeds from these notes were used to repay $242 million of our 2016 senior notes, $105 million of our 2019 senior notes and to pay down our Senior Revolving Credit Facility.

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, the Company 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.

Collectively, the notes above are 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 Senior Notes are fully and unconditionally guaranteed by each of the Company’s current and future domestic subsidiaries that are a borrower or guarantor under the Company’s Credit Agreement (as defined below). The guarantees are unsecured and rank equally in right of payment with all other existing and future senior unsecured indebtedness of the guarantors. The guarantees are 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 June 30, 2015.

In the fourth quarter of 2011, the Company terminated the interest rate swaps designated to hedge a portion of the 6.50% senior notes due 2016. 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.

On June 28, 2013, the Company entered into interest rate swap agreements effective July 1, 2013 to manage its interest rate exposure by swapping $100 million of fixed rate to variable rate exposure designated against our 4.20% senior notes due 2022. The swaps are 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.

Senior Credit Facility

In November 2013, the Company amended the credit agreement (the “Credit Agreement”) for the $800 million multi-currency senior revolving credit facility (the “Senior Revolving Credit Facility”) to extend the maturity to November 2018 and reduce the letters of credit sublimit to $100 million. 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 June 30, 2015.

As of June 30, 2015, the Company utilized its senior revolving credit facility for $48 million of borrowings and $9 million of outstanding letters of credit, and has $743 million available on this facility.

Receivables Securitization Facility

Included in long-term debt on the Consolidated Balance Sheets are amounts outstanding under a Receivables Purchase Agreement (the “RPA”) that are accounted for as secured borrowings in accordance with Accounting Standards Codification ("ASC") 860, Accounting for Transfers and Servicing. 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 in November of 2013 to extend its maturity to July 2016 and to reduce the size of the facility to $200 million during the months of November, December, and January. The securitization facility was amended in January of 2015 to extend its maturity to January 2018 and remove the seasonal reduction of the facility restoring the full $250 million of facility capacity during the months of November, December, and January. As of June 30, 2015, the Company fully utilized its receivables securitization facility for $242 million in borrowings and $8 million of outstanding letters of credit. The Company has the ability to borrow at the lenders' cost of funds, which approximates A-1/P-1 commercial paper rates, plus a fixed spread.

The RPA 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 June 30, 2015.

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.

Capital Leases

The Company purchased its World Headquarters facility which had previously been classified as a capital lease. As a result, the Company reduced its capital lease obligation by $10 million and recorded a $5 million gain on extinguishment of debt in the second quarter of 2015.

Short-Term Debt

At June 30, 2015 and December 31, 2014, short-term borrowings were $9 million and $31 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 3.3% for June 30, 2015 and 7.2% for December 31, 2014.

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Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2015	Jul. 15, 2015
Document and Entity Information [Abstract]
Entity Registrant Name	Owens Corning
Entity Central Index Key	0001370946
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Document Type	10-Q
Document Period End Date	Jun. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q2
Entity Well Known Seasoned Issuer	Yes
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Amendment Flag	false
Entity Common Stock Shares Outstanding		117,568,883

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PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

6 Months Ended

Jun. 30, 2015

Defined Benefit Pension Plans and Defined Benefit Postretirement Plans Disclosure [Abstract]

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS

Pension Plans

The Company sponsors defined benefit pension plans. Under the plans, pension benefits are based on an employee’s years of service and, for certain categories of employees, qualifying compensation. Company contributions to these pension plans are determined by an independent actuary to meet or exceed minimum funding requirements. In our Non-U.S. plans, the unrecognized cost of any retroactive amendments and actuarial gains and losses are amortized over the average future service period of plan participants expected to receive benefits. In our U.S. plans, the unrecognized cost of any retroactive amendments and actuarial gains and losses are amortized over the average remaining life expectancy of the inactive participants as substantially all of the plan participants are inactive.

The following tables provide information regarding pension expense recognized (in millions):

	Three Months Ended June 30, 2015									Three Months Ended June 30, 2014
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Components of Net Periodic Pension Cost
Service cost	$	2		$	1		$	3		$	2		$	2		$	4
Interest cost	11			5			16			12			6			18
Expected return on plan assets	(14		)	(7		)	(21		)	(15		)	(7		)	(22		)
Amortization of actuarial loss	3			1			4			3			—			3
Curtailment gain	—			(1		)	(1		)	—			—			—
Net periodic pension cost	$	2		$	(1	)	$	1		$	2		$	1		$	3

	Six Months Ended June 30, 2015									Six Months Ended June 30, 2014
	U.S.			Non-U.S.			Total			U.S.			Non-U.S.			Total
Components of Net Periodic Pension Cost
Service cost	$	4		$	2		$	6		$	4		$	3		$	7
Interest cost	22			10			32			24			12			36
Expected return on plan assets	(29		)	(13		)	(42		)	(29		)	(14		)	(43		)
Amortization of actuarial loss	7			2			9			5			1			6
Curtailment gain	—			(1		)	(1		)	—			—			—
Net periodic pension cost	$	4		$	—		$	4		$	4		$	2		$	6

The Company expects to contribute approximately $48 million in cash to the United States Pension Plans and another $14 million to non-United States plans during 2015. The Company made cash contributions of approximately $25 million to the plans during the six months ended June 30, 2015.

11.        PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (continued)

Postemployment and Postretirement Benefits Other than Pension Plans

The Company maintains healthcare 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.

The following table provides the components of net periodic benefit cost for aggregated United States and non-United States Plans for the periods indicated (in millions):

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Components of Net Periodic Benefit Cost
Service cost	$	—		$	—		$	1		$	1
Interest cost	2			2			4			5
Amortization of prior service cost	(1		)	(1		)	(2		)	(2		)
Amortization of actuarial gain	—			—			—			(1		)
Net periodic benefit cost	$	1		$	1		$	3		$	3

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CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS (Parenthetical) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Statement of Comprehensive Income [Abstract]
Pension and other postretirement tax	$ (1)	$ (1)	$ (3)	$ (2)
Deferred loss on hedging tax	(1)	$ 1	(2)	1
Other Comprehensive Income (Loss), Foreign Currency Translation Adjustment, Tax	$ 3		$ (2)	$ 0

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GOODWILL AND OTHER INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2015

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

GOODWILL AND OTHER INTANGIBLE ASSETS

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

June 30, 2015	Weighted Average Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizable intangible assets:
Customer relationships	19	$	172	$	(77	)	$	95
Technology	20	193		(88		)	105
Franchise and other agreements	12	44		(20		)	24
Indefinite-lived intangible assets:
Trademarks		786		—			786
Total intangible assets		$	1,195	$	(185	)	$	1,010
Goodwill		$	1,168

December 31, 2014	Weighted Average Useful Life	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Amortizable intangible assets:
Customer relationships	19	$	172	$	(72	)	$	100
Technology	20	193		(83		)	110
Franchise and other agreements	12	39		(18		)	21
Indefinite-lived intangible assets:
Trademarks		786		—			786
Total intangible assets		$	1,190	$	(173	)	$	1,017
Goodwill		$	1,168

The changes in the gross carrying amount of amortizable intangible assets by asset group are as follows (in millions):

	Customer relationships		Technology		Franchise and other agreements		Trademarks		Total
Balance at December 31, 2014	$	172	$	193	$	39	$	786	$	1,190
Additional Franchises and Agreements	—		—		5		—		5
Balance at June 30, 2015	$	172	$	193	$	44	$	786	$	1,195

Other Intangible Assets

The Company expects the ongoing amortization expense for amortizable intangible assets to be approximately $22 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

The Company tests goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of 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. No testing was deemed necessary in the first half of 2015.

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DERIVATIVE FINANCIAL INSTRUMENTS

6 Months Ended

Jun. 30, 2015

Derivative Instruments and Hedging Activities Disclosure [Abstract]

DERIVATIVE FINANCIAL INSTRUMENTS

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 June 30, 2015, and December 31, 2014, 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 of derivatives and hedging instruments and the respective location on the Consolidated Balance Sheets (in millions):

		Fair Value at
	Location	June 30, 2015		December 31, 2014
Derivative assets designated as hedging instruments:
Net investment hedges:
Cross currency swaps	Other current assets	$	3	$	—
Amount of gain recognized in OCI (effective portion)	OCI	$	5	$	—
Fair value hedges:
Interest rate swaps	Other non current assets	$	2	$	—
Derivative liabilities designated as hedging instruments:
Cash flow hedges:
Natural gas and electricity, and foreign exchange contracts	Accounts payable and accrued liabilities	$	3	$	9
Amount of loss recognized in OCI (effective portion)	OCI	$	4	$	8
Fair value hedges:
Interest rate swaps	Other Liabilities	$	—	$	(3	)
Derivative assets not designated as hedging instruments:
Foreign exchange contracts	Other current assets	$	1	$	1
Derivative liabilities not designated as hedging instruments:
Foreign exchange contracts	Accounts payable and accrued liabilities	$	1	$	2

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

		Three Months Ended   June 30,					Six Months Ended   June 30,
	Location	2015			2014		2015			2014
Derivative activity designated as hedging instruments:
Natural gas and electricity:
Amount of (gain) loss reclassified from OCI into earnings (effective portion)	Cost of sales	$	3		$	—	$	6		$	(1	)
Interest rate swaps:
Amount of loss recognized in earnings	Interest expense, net	$	—		$	1	$	—		$	1
Derivative activity not designated as hedging instruments:
Natural gas and electricity:
Amount of (gain) recognized in earnings	Other expenses (income), net	$	—		$	—	$	(1	)	$	—
Foreign currency exchange contract:
Amount of (gain) loss recognized in earnings (a)	Other expenses (income), net	$	(1	)	$	2	$	—		$	1

(a) 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 expenses (income), 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 and is subsequently recognized in Cost of Sales on the Consolidated Statements of Earnings 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 Statements 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 expenses (income), net on the Consolidated Statements of Earnings.

The Company currently has natural gas derivatives designated as hedging instruments that mature within 15 months. The Company’s policy for natural gas exposures is to hedge up to 75% of its total forecasted exposures for the next two months, up to 60% of its total forecasted exposures for the following four months, and lesser amounts for the remaining periods. The Company's policy for electricity exposures is to hedge up to 75% of its total forecasted exposures for the current calendar year and up to 65% of its total forecasted exposures for the first calendar year forward. 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 June 30, 2015, $4 million of losses included in accumulated OCI on the Consolidated Balance Sheets relate to contracts that are expected to 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 amounts include the recognition of the hedged item through earnings.

Fair Value Hedges

The Company manages its interest rate exposure by balancing the mixture of its fixed and variable rate instruments 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.

Net Investment Hedges

During the first quarter of 2015, the Company entered into cross currency forward contracts to hedge a portion of the net investment in foreign subsidiaries against fluctuations in foreign exchange rates. For derivative instruments that are designated and qualify as hedges of net investments in foreign operations, settlements and changes in fair values of the derivative instruments are recognized in Currency translation adjustment, a component of Accumulated OCI, to offset the changes in the values of the net investments being hedged. Any portion of net investment hedges that is determined to be ineffective is recorded in Other expenses (income), net on the Consolidated Statements of Earnings.

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.

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INCOME TAXES

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

INCOME TAXES

INCOME TAXES

The following table provides the Income tax expense and effective tax rate for the periods indicated:

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Income tax expense (benefit)	$	44		$	21		$	57		$	(18	)
Effective tax rate	33		%	50		%	34		%	(15		)%

The difference between the effective tax rate and the U.S. federal statutory tax rate of 35% for the three and six months ended June 30, 2015 is primarily attributable to the tax accounting treatment of various locations which are currently in a loss position, the benefit of lower foreign tax rates and other discrete tax adjustments.

For the second quarter and year-to-date 2014, the Company’s effective tax rate was 50% and (15)%, respectively. For the second quarter, the difference between the effective tax rate and the statutory rate of 35% is primarily attributable to the tax accounting treatment related to various locations which are currently in a loss position. For the year-to-date period, the difference between the effective tax rate and the statutory rate of 35% is primarily attributable to the resolution of an uncertain tax position upon receiving final notification from the IRS that it had completed its audit examination for the taxable years 2008 through 2010 and the reversal of a valuation allowance recorded in prior years against certain European net deferred tax assets which cumulatively totaled $78 million. The remaining differences relate to other discrete adjustments in the quarter and the accounting treatment of various locations which are currently in a loss position in the second quarter 2014.

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CONTINGENT LIABILITIES AND OTHER MATTERS

6 Months Ended

Jun. 30, 2015

Commitments and Contingencies Disclosure [Abstract]

CONTINGENT LIABILITIES AND OTHER MATTERS

CONTINGENT LIABILITIES AND OTHER MATTERS

The Company is involved in various legal proceedings relating to employment, product liability and other matters (collectively, “Proceedings”). The Company regularly reviews the status of such Proceedings with legal counsel. Liabilities for such Proceedings are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Management believes that the amount of any reasonably possible losses in excess of any amounts accrued, if any, with respect to such Proceedings or any other known claims, including the matters described below under the caption Environmental Matters (the “Environmental Matters”) will not be material to the Company’s financial statements. Management believes that the ultimate disposition of the Proceedings and the Environmental Matters will not have a material adverse effect on the Company’s operations or financial condition taken as a whole.

Litigation

The Company is involved in litigation from time to time in the regular course of its business. The Company believes that adequate provisions for resolution of all contingencies, claims and pending litigation have been made for probable losses that are reasonably estimable. The Company does not believe that the ultimate outcome of these actions will have a material adverse effect on its financial condition, results of operations or cash flows.

Environmental Matters

The Company has 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. The Company has also been deemed a PRP under similar state or local laws and in other instances other PRPs have brought suits against it as a PRP for contribution under such federal, state, or local laws. At June 30, 2015, the Company had environmental remediation liabilities as a PRP at 19 sites where it has a continuing legal obligation to either complete remedial actions or contribute to the completion of remedial actions as part of a group of PRPs. Environmental liability estimates may be affected by changing determinations of what constitutes an environmental exposure or an acceptable level of cleanup. To the extent that the required remediation procedures or timing of those procedures change, additional contamination is identified, or the financial condition of other PRPs is adversely affected, the estimate of our environmental liabilities may change. For these sites the Company estimates a reserve to reflect environmental liabilities that have been asserted or are probable of assertion, in which liabilities are probable and reasonably estimable. At June 30, 2015, our reserve for such liabilities was $2 million. Changes in required remediation procedures or timing of those procedures at existing legacy sites, or discovery of contamination at additional sites, could result in increases to our environmental obligations.

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WARRANTIES

6 Months Ended

Jun. 30, 2015

Product Warranties Disclosures [Abstract]

WARRANTIES

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):

	Six Months Ended June 30, 2015
Beginning balance	$	40
Amounts accrued for current year	10
Settlements of warranty claims	(7		)
Ending balance	$	43

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CONDENSED CONSOLIDATED STATEMENT OF EARNINGS (DETAIL) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Condensed Financial Statements Captions [Line Items]
NET SALES	$ 1,414	$ 1,355	$ 2,621	$ 2,633
COST OF SALES	1,106	1,107	2,104	2,151
Gross margin	308	248	517	482
OPERATING EXPENSES
Marketing and administrative expenses	130	130	259	262
Science and technology expenses	18	20	35	39
Charges related to cost reduction actions	0	0	0	12
Other (income) expenses, net	4	25	9	(12)
Total operating expenses	152	175	303	301
EARNINGS BEFORE INTEREST AND TAXES	156	73	214	181
Interest expense, net	26	31	52	58
EARNINGS BEFORE TAXES	135	42	167	123
Less: Income tax expense (benefit)	44	21	57	(18)
Equity in net earnings of subsidiaries	0	0	0	0
Equity in net earnings of affiliates	1	1	1	1
NET EARNINGS	92	22	111	142
Less: Net earnings attributable to noncontrolling interests	1	1	2	1
Gains (Losses) on Extinguishment of Debt	(5)	0	(5)	0
Net Income (Loss) Attributable to Parent	91	21	109	141
Parent Company
Condensed Financial Statements Captions [Line Items]
NET SALES	0	0	0	0
COST OF SALES	1	(4)	1	(4)
Gross margin	(1)	4	(1)	4
OPERATING EXPENSES
Marketing and administrative expenses	30	28	62	60
Science and technology expenses	0	0	0	0
Charges related to cost reduction actions	0	0	0	0
Other (income) expenses, net	(9)	(6)	(17)	(16)
Total operating expenses	21	22	45	44
EARNINGS BEFORE INTEREST AND TAXES	(22)	(18)	(46)	(40)
Interest expense, net	24	28	48	54
EARNINGS BEFORE TAXES	(41)	(46)	(89)	(94)
Less: Income tax expense (benefit)	(14)	(18)	(29)	(36)
Equity in net earnings of subsidiaries	118	49	169	199
Equity in net earnings of affiliates	0	0	0	0
NET EARNINGS	91	21	109	141
Less: Net earnings attributable to noncontrolling interests	0	0	0	0
Gains (Losses) on Extinguishment of Debt	(5)		(5)
Net Income (Loss) Attributable to Parent	91	21	109	141
Guarantor Subsidiaries
Condensed Financial Statements Captions [Line Items]
NET SALES	998	925	1,839	1,836
COST OF SALES	800	768	1,521	1,519
Gross margin	198	157	318	317
OPERATING EXPENSES
Marketing and administrative expenses	70	70	138	136
Science and technology expenses	15	15	29	30
Charges related to cost reduction actions	0	0	0	1
Other (income) expenses, net	6	12	12	14
Total operating expenses	91	97	179	181
EARNINGS BEFORE INTEREST AND TAXES	107	60	139	136
Interest expense, net	1	1	2	2
EARNINGS BEFORE TAXES	106	59	137	134
Less: Income tax expense (benefit)	37	22	46	9
Equity in net earnings of subsidiaries	49	12	78	74
Equity in net earnings of affiliates	0	0	0	0
NET EARNINGS	118	49	169	199
Less: Net earnings attributable to noncontrolling interests	0	0	0	0
Gains (Losses) on Extinguishment of Debt	0		0
Net Income (Loss) Attributable to Parent	118	49	169	199
Non Guarantor Subsidiaries
Condensed Financial Statements Captions [Line Items]
NET SALES	510	529	971	985
COST OF SALES	399	442	771	824
Gross margin	111	87	200	161
OPERATING EXPENSES
Marketing and administrative expenses	30	32	59	66
Science and technology expenses	3	5	6	9
Charges related to cost reduction actions	0	0	0	11
Other (income) expenses, net	7	19	14	(10)
Total operating expenses	40	56	79	76
EARNINGS BEFORE INTEREST AND TAXES	71	31	121	85
Interest expense, net	1	2	2	2
EARNINGS BEFORE TAXES	70	29	119	83
Less: Income tax expense (benefit)	21	17	40	9
Equity in net earnings of subsidiaries	0	0	0	0
Equity in net earnings of affiliates	1	1	1	1
NET EARNINGS	50	13	80	75
Less: Net earnings attributable to noncontrolling interests	1	1	2	1
Gains (Losses) on Extinguishment of Debt	0		0
Net Income (Loss) Attributable to Parent	49	12	78	74
Consolidation Eliminations
Condensed Financial Statements Captions [Line Items]
NET SALES	(94)	(99)	(189)	(188)
COST OF SALES	(94)	(99)	(189)	(188)
Gross margin	0	0	0	0
OPERATING EXPENSES
Marketing and administrative expenses	0	0	0	0
Science and technology expenses	0	0	0	0
Charges related to cost reduction actions	0	0	0	0
Other (income) expenses, net	0	0	0	0
Total operating expenses	0	0	0	0
EARNINGS BEFORE INTEREST AND TAXES	0	0	0	0
Interest expense, net	0	0	0	0
EARNINGS BEFORE TAXES	0	0	0	0
Less: Income tax expense (benefit)	0	0	0	0
Equity in net earnings of subsidiaries	(167)	(61)	(247)	(273)
Equity in net earnings of affiliates	0	0	0	0
NET EARNINGS	(167)	(61)	(247)	(273)
Less: Net earnings attributable to noncontrolling interests	0	0	0	0
Gains (Losses) on Extinguishment of Debt	0		0
Net Income (Loss) Attributable to Parent	$ (167)	$ (61)	$ (247)	$ (273)

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PROPERTY, PLANT AND EQUIPMENT

6 Months Ended

Jun. 30, 2015

Property, Plant and Equipment [Abstract]

PROPERTY, PLANT AND EQUIPTMENT

PROPERTY, PLANT AND EQUIPMENT

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

	June 30, 2015			December 31, 2014
Land	$	191		$	196
Buildings and leasehold improvements	790			789
Machinery and equipment	3,421			3,405
Construction in progress	284			233
	4,686			4,623
Accumulated depreciation	(1,795		)	(1,724		)
Property, plant and equipment, net	$	2,891		$	2,899

Machinery and equipment includes certain precious metals used in our production tooling, which comprise approximately 16% and 15% of total machinery and equipment as of June 30, 2015, and December 31, 2014, 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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ASSETS HELD FOR SALE - 6 months ended Jun. 30, 2015 - USD ($)
$ in Millions

Total

Discontinued Operations and Disposal Groups [Abstract]

ASSETS HELD FOR SALE

ASSETS HELD FOR SALE

Assets held for sale consists of Property, Plant and Equipment related to two closed facilities in Alcala, Spain and Vado, Italy. During the second quarter of 2015, a portion of the Vado, Italy facility was sold resulting in a $1 million gain on sale.

Gain (Loss) on Sale of Properties

$ 1

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COST REDUCTION ACTIONS

6 Months Ended

Jun. 30, 2015

Restructuring and Related Activities [Abstract]

COST REDUCTION ACTIONS

COST REDUCTION ACTIONS

2014 Cost Reduction Actions

The Company took actions in the third quarter of 2014 to reduce costs in its Composites segment. These actions related to our decision to not rebuild two sub-scale high cost furnaces that will result in closing a facility in Japan and optimizing a facility in Canada. For the year-to-date 2015, the Company recorded offsetting amounts in charges related to cost reduction actions, comprised of $1 million in charges for a contract termination and a $1 million net gain in severance related to a pension curtailment, and $2 million of net charges in other items related to cost reduction actions.

The Company initiated other cost reduction actions in 2014 to streamline its management structure and reduce costs. No additional costs were incurred in the first six months of 2015 related to those actions.

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

	Balance at December 31, 2014		Costs Incurred			Payments		Foreign Currency Translation			Balance at June 30, 2015		Cumulative Charges Incurred
Severance	$	31	$	(1	)	$	7	$	(1	)	$	22	$	35
Contract Termination	3		1			—		—			4		4
Total	$	34	$	—		$	7	$	(1	)	$	26	$	39

The Company expects the unpaid balance of these severance and contract termination charges to be paid over the next year.

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (DETAIL) - USD ($) $ in Millions	6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$ 80	$ (117)
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	(151)	(125)
Proceeds from the sale of assets or affiliates	2	62
Purchases of alloy	(7)	(17)
Proceeds from sale of alloy	7	15
Net cash flow used for investing activities	(149)	(65)
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	819	769
Payments on senior revolving credit and receivables securitization facilities	(634)	(522)
Payments on long-term debt	(8)	(1)
Net increase (decrease) in short-term debt	(19)	16
Cash dividends paid	(39)	(19)
Purchases of treasury stock	(47)	(44)
Other intercompany loans	0	0
Other	11	7
Net cash flow provided by financing activities	83	206
Effect of exchange rate changes on cash	(1)	0
Net increase in cash and cash equivalents	13	24
Cash and cash equivalents at beginning of period	67	57
Cash and cash equivalents at end of period	80
Parent Company
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	(52)	(53)
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	(9)	(6)
Proceeds from the sale of assets or affiliates	0	44
Purchases of alloy	0	0
Proceeds from sale of alloy	0	4
Net cash flow used for investing activities	(9)	42
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	683	719
Payments on senior revolving credit and receivables securitization facilities	(634)	(522)
Payments on long-term debt	(5)	0
Net increase (decrease) in short-term debt	0	0
Cash dividends paid	(39)	(19)
Purchases of treasury stock	(47)	(44)
Other intercompany loans	92	(130)
Other	11	7
Net cash flow provided by financing activities	61	11
Effect of exchange rate changes on cash	0	0
Net increase in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	0
Cash and cash equivalents at end of period	0
Guarantor Subsidiaries
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	47	(39)
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	(112)	(68)
Proceeds from the sale of assets or affiliates	0	0
Purchases of alloy	0	(2)
Proceeds from sale of alloy	0	0
Net cash flow used for investing activities	(112)	(70)
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	0	0
Payments on senior revolving credit and receivables securitization facilities	0	0
Payments on long-term debt	0	0
Net increase (decrease) in short-term debt	(25)	0
Cash dividends paid	0	0
Purchases of treasury stock	0	0
Other intercompany loans	94	115
Other	0	0
Net cash flow provided by financing activities	69	115
Effect of exchange rate changes on cash	0	0
Net increase in cash and cash equivalents	4	6
Cash and cash equivalents at beginning of period	1	3
Cash and cash equivalents at end of period	5
Non Guarantor Subsidiaries
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	85	(25)
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	(30)	(51)
Proceeds from the sale of assets or affiliates	2	18
Purchases of alloy	(7)	(15)
Proceeds from sale of alloy	7	11
Net cash flow used for investing activities	(28)	(37)
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	136	50
Payments on senior revolving credit and receivables securitization facilities	0	0
Payments on long-term debt	(3)	(1)
Net increase (decrease) in short-term debt	6	16
Cash dividends paid	0	0
Purchases of treasury stock	0	0
Other intercompany loans	(186)	15
Other	0	0
Net cash flow provided by financing activities	(47)	80
Effect of exchange rate changes on cash	(1)	0
Net increase in cash and cash equivalents	9	18
Cash and cash equivalents at beginning of period	66	54
Cash and cash equivalents at end of period	75
Consolidation Eliminations
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	0	0
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	0	0
Proceeds from the sale of assets or affiliates	0	0
Purchases of alloy	0	0
Proceeds from sale of alloy	0	0
Net cash flow used for investing activities	0	0
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	0	0
Payments on senior revolving credit and receivables securitization facilities	0	0
Payments on long-term debt	0	0
Net increase (decrease) in short-term debt	0	0
Cash dividends paid	0	0
Purchases of treasury stock	0	0
Other intercompany loans	0	0
Other	0	0
Net cash flow provided by financing activities	0	0
Effect of exchange rate changes on cash	0	0
Net increase in cash and cash equivalents	0	0
Cash and cash equivalents at beginning of period	0	$ 0
Cash and cash equivalents at end of period	$ 0

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DEBT (TABLE)

6 Months Ended

Jun. 30, 2015

Debt Disclosure [Abstract]

Schedule of Long-term Debt Instruments

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

	June 30, 2015		December 31, 2014
6.50% senior notes, net of discount, due 2016	$	158	$	158
9.00% senior notes, net of discount, due 2019	143		143
4.20% senior notes, net of discount, due 2022	600		600
4.20% senior notes, net of discount, due 2024	393		392
7.00% senior notes, net of discount, due 2036	540		540
Accounts receivable securitization facility, maturing in 2018	242		106
Senior revolving credit facility, maturing in 2018	48		—
Various capital leases, due through and beyond 2050	38		47
Fair value adjustment to debt	6		8
Total long-term debt	2,168		1,994
Less – current portion	3		3
Long-term debt, net of current portion	$	2,165	$	1,991

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DEBT (DETAIL) - USD ($) $ in Millions	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Dec. 31, 2012	Jun. 30, 2015	Jun. 30, 2014	Dec. 31, 2014	Dec. 31, 2013	Nov. 12, 2014	Jun. 30, 2013	Oct. 17, 2012	Dec. 31, 2011
Long-Term Debt [Line Items]
Long Term Debt	$ 2,168	$ 1,994			$ 2,168		$ 1,994
Fair Value Adjustment to Debt	6	8			6		8
Long Term Debt Current	3	3			3		3
Long Term Debt Noncurrent	2,165	1,991			2,165		1,991
Interest Rate Swap Agreement, Principal Amount										$ 100
Line Of Credit Facility Maximum Borrowing Capacity								$ 800
Short-term debt	$ 9	$ 31			$ 9		$ 31
Short-term Debt, Weighted Average Interest Rate	0.00%	0.00%			0.00%		0.00%
letters of credit sublimit								$ 100
Reduction In Capital Lease Obligation					$ 10
Gains (Losses) on Extinguishment of Debt	$ (5)		$ 0		(5)	$ 0
Senior Notes Due 2016
Long-Term Debt [Line Items]
Long Term Debt	158	$ 158			158		$ 158
Debt Instrument Face Amount											$ 650
Repayments of Debt		242		$ 250
Debt Instrument, Interest Rate, Stated Percentage												0.00%
Senior Notes Due 2019
Long-Term Debt [Line Items]
Long Term Debt	$ 143	$ 143			$ 143		$ 143
Debt Instrument Face Amount											350
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	9.00%	9.00%			9.00%		9.00%
Repayments of Debt		$ 105		$ 100
Senior Notes Due 2022
Long-Term Debt [Line Items]
Long Term Debt	$ 600	600			$ 600		$ 600
Debt Instrument Face Amount											600
Debt Instrument, Interest Rate, Stated Percentage												0.00%
Senior Notes Due 2036
Long-Term Debt [Line Items]
Long Term Debt	$ 540	$ 540			$ 540		$ 540
Debt Instrument Face Amount											$ 540
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate	7.00%	7.00%			7.00%		7.00%
Letter Of Credit Under Receivables Purchase Agreement
Long-Term Debt [Line Items]
Long Term Debt	$ 242	$ 106			$ 242		$ 106
Line Of Credit Facility Amount Outstanding	242				242
Letters of Credit Outstanding, Amount	8				8
Line of Credit Facility, Current Borrowing Capacity	250				250
Line of Credit Facility, Current Borrowing Capacity, In Fourth Quarter					200
Senior Revolving Credit Facility B
Long-Term Debt [Line Items]
Long Term Debt	48	0			48		0
Line Of Credit Facility Amount Outstanding	48				48
Letters of Credit Outstanding, Amount	9				9
Line of Credit Facility, Current Borrowing Capacity	743				743
Capital Lease Obligations
Long-Term Debt [Line Items]
Long Term Debt	38	47			38		47
Senior Notes Due 2024 [Member]
Long-Term Debt [Line Items]
Long Term Debt	$ 393	$ 392			$ 393		392
Debt Instrument Face Amount									$ 400
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate									0.00%
Debt Issuance Cost							$ 4

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EARNINGS PER SHARE

6 Months Ended

Jun. 30, 2015

Earnings Per Share [Abstract]

EARNINGS PER SHARE

EARNINGS PER SHARE

The following table is a reconciliation of weighted-average shares for calculating basic and diluted earnings per-share (in millions, except per share amounts):

	Three Months Ended   June 30,				Six Months Ended   June 30,
	2015		2014		2015		2014
Net earnings attributable to Owens Corning	$	91	$	21	$	109	$	141
Weighted-average number of shares outstanding used for basic earnings per share	117.5		117.4		117.6		117.6
Non-vested restricted and performance shares	0.4		0.4		0.3		0.4
Options to purchase common stock	0.4		0.5		0.4		0.5
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share	118.3		118.3		118.3		118.5
Earnings per common share attributable to Owens Corning common stockholders:
Basic	$	0.77	$	0.18	$	0.93	$	1.20
Diluted	$	0.77	$	0.18	$	0.92	$	1.19

In 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 “Repurchase Program”). The Repurchase Program authorizes the Company to repurchase shares through the open market, in 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. The Company repurchased 1.1 million shares of its common stock for $42 million during the six months ended June 30, 2015 under the Repurchase Program. As of June 30, 2015, 6.6 million shares remain available for repurchase under the Repurchase Program.

For the three and six months ended June 30, 2015, the number of shares used in the calculation of diluted earnings per share did not include 0.1 million non-vested Restricted and Performance shares and 0.6 million of options to purchase common stock, due to their anti-dilutive effect.

For the three and six months ended June 30, 2014, the number of shares used in the calculation of diluted earnings per share did not include 0.7 million of options to purchase common stock, due to their anti-dilutive effect.

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CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

6 Months Ended

Jun. 30, 2015

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

CONDENSED CONSOLIDATED 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.

During the second quarter of 2015, the Company discovered that certain Property, plant and equipment, net of the Parent was incorrectly classified as assets of the Guarantor Subsidiaries rather than the Parent in the 2014 Condensed Consolidating Balance Sheet. The misclassification increased and decreased previously reported Parent and Guarantor Subsidiaries' Property, plant and equipment, net by $112 million, respectively, decreased the Parent's Investment in subsidiaries by $112 million, and decreased the Guarantor Subsidiaries' Additional paid in capital by $112 million. The effect of correcting these classification errors was not material to the 2014 consolidating financial information, and the related amounts presented for 2014 have been revised.

Guarantor and Nonguarantor Financial Statements

The Senior Notes and the Senior Revolving Credit Facility 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 Revolving Credit Facility (collectively, the “Nonguarantor Subsidiaries”).

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF EARNINGS

FOR THE THREE MONTHS ENDED JUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET SALES	$	—		$	998	$	510	$	(94	)	$	1,414
COST OF SALES	1			800		399		(94		)	1,106
Gross margin	(1		)	198		111		—			308
OPERATING EXPENSES
Marketing and administrative expenses	30			70		30		—			130
Science and technology expenses	—			15		3		—			18
Charges related to cost reduction actions	—			—		—		—			—
Other expenses (income), net	(9		)	6		7		—			4
Total operating expenses	21			91		40		—			152
EARNINGS BEFORE INTEREST AND TAXES	(22		)	107		71		—			156
Interest expense, net	24			1		1		—			26
Gain on extinguishment of debt	(5		)	—		—		—			(5		)
EARNINGS BEFORE TAXES	(41		)	106		70		—			135
Less: Income tax expense (benefit)	(14		)	37		21		—			44
Equity in net earnings of subsidiaries	118			49		—		(167		)	—
Equity in net earnings of affiliates	—			—		1		—			1
NET EARNINGS	91			118		50		(167		)	92
Less: Net earnings attributable to noncontrolling interests	—			—		1		—			1
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	91		$	118	$	49	$	(167	)	$	91

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF EARNINGS

FOR THE THREE MONTHS ENDED JUNE 30, 2014

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET SALES	$	—		$	925	$	529	$	(99	)	$	1,355
COST OF SALES	(4		)	768		442		(99		)	1,107
Gross margin	4			157		87		—			248
OPERATING EXPENSES
Marketing and administrative expenses	28			70		32		—			130
Science and technology expenses	—			15		5		—			20
Charges related to cost reduction actions	—			—		—		—			—
Other expenses (income), net	(6		)	12		19		—			25
Total operating expenses	22			97		56		—			175
EARNINGS BEFORE INTEREST AND TAXES	(18		)	60		31		—			73
Interest expense, net	28			1		2		—			31
EARNINGS BEFORE TAXES	(46		)	59		29		—			42
Less: Income tax expense (benefit)	(18		)	22		17		—			21
Equity in net earnings of subsidiaries	49			12		—		(61		)	—
Equity in net earnings of affiliates	—			—		1		—			1
NET EARNINGS	21			49		13		(61		)	22
Less: Net earnings attributable to noncontrolling interests	—			—		1		—			1
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	21		$	49	$	12	$	(61	)	$	21

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF EARNINGS

FOR THE SIX MONTHS ENDEDJUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET SALES	$	—		$	1,839	$	971	$	(189	)	$	2,621
COST OF SALES	1			1,521		771		(189		)	2,104
Gross margin	(1		)	318		200		—			517
OPERATING EXPENSES
Marketing and administrative expenses	62			138		59		—			259
Science and technology expenses	—			29		6		—			35
Charges related to cost reduction actions	—			—		—		—			—
Other expenses (income), net	(17		)	12		14		—			9
Total operating expenses	45			179		79		—			303
EARNINGS BEFORE INTEREST AND TAXES	(46		)	139		121		—			214
Interest expense, net	48			2		2		—			52
Gain on extinguishment of debt	(5		)	—		—		—			(5		)
EARNINGS BEFORE TAXES	(89		)	137		119		—			167
Less: Income tax expense (benefit)	(29		)	46		40		—			57
Equity in net earnings of subsidiaries	169			78		—		(247		)	—
Equity in net earnings of affiliates	—			—		1		—			1
NET EARNINGS	109			169		80		(247		)	111
Less: Net earnings attributable to noncontrolling interests	—			—		2		—			2
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	109		$	169	$	78	$	(247	)	$	109

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF EARNINGS

FOR THE SIX MONTHS ENDEDJUNE 30, 2014

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	—		$	1,836	$	985		$	(188	)	$	2,633
COST OF SALES	(4		)	1,519		824			(188		)	2,151
Gross margin	4			317		161			—			482
OPERATING EXPENSES
Marketing and administrative expenses	60			136		66			—			262
Science and technology expenses	—			30		9			—			39
Charges related to cost reduction actions	—			1		11			—			12
Other expenses (income), net	(16		)	14		(10		)	—			(12		)
Total operating expenses	44			181		76			—			301
EARNINGS BEFORE INTEREST AND TAXES	(40		)	136		85			—			181
Interest expense, net	54			2		2			—			58
EARNINGS BEFORE TAXES	(94		)	134		83			—			123
Less: Income tax expense (benefit)	(36		)	9		9			—			(18		)
Equity in net earnings of subsidiaries	199			74		—			(273		)	—
Equity in net earnings of affiliates	—			—		1			—			1
NET EARNINGS	141			199		75			(273		)	142
Less: Net earnings attributable to noncontrolling interests	—			—		1			—			1
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	141		$	199	$	74		$	(273	)	$	141

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE THREE MONTHS ENDED JUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	91		$	118	$	50	$	(167	)	$	92
Currency translation adjustment (net of tax)	7			—		—		—			7
Pension and other postretirement adjustment (net of tax)	(2		)	—		—		—			(2		)
Deferred gain (loss) on hedging (net of tax)	2			—		—		—			2
COMPREHENSIVE EARNINGS	98			118		50		(167		)	99
Less: Net earnings attributable to noncontrolling interests	—			—		1		—			1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	98		$	118	$	49	$	(167	)	$	98

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE THREE MONTHS ENDED JUNE 30, 2014

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	21		$	49	$	13	$	(61	)	$	22
Currency translation adjustment (net of tax)	11			—		—		—			11
Pension and other postretirement adjustment (net of tax)	(1		)	—		—		—			(1		)
Deferred gain (loss) on hedging (net of tax)	(1		)	—		—		—			(1		)
COMPREHENSIVE EARNINGS	30			49		13		(61		)	31
Less: Comprehensive earnings attributable to noncontrolling interests	—			—		1		—			1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	30		$	49	$	12	$	(61	)	$	30

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE SIX MONTHS ENDEDJUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	109		$	169	$	80	$	(247	)	$	111
Currency translation adjustment (net of tax)	(43		)	—		—		—			(43		)
Pension and other postretirement adjustment (net of tax)	6			—		—		—			6
Deferred gain (loss) on hedging (net of tax)	3			—		—		—			3
COMPREHENSIVE EARNINGS	75			169		80		(247		)	77
Less: Net earnings attributable to noncontrolling interests	—			—		2		—			2
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	75		$	169	$	78	$	(247	)	$	75

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE SIX MONTHS ENDEDJUNE 30, 2014

(in millions)

	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	141		$	199	$	75	$	(273	)	$	142
Currency translation adjustment (net of tax)	(5		)	—		—		—			(5		)
Pension and other postretirement adjustment (net of tax)	2			—		—		—			2
Deferred gain (loss) on hedging (net of tax)	(1		)	—		—		—			(1		)
COMPREHENSIVE EARNINGS	137			199		75		(273		)	138
Less: Comprehensive earnings attributable to noncontrolling interests	—			—		1		—			1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	137		$	199	$	74	$	(273	)	$	137

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF JUNE 30, 2015

(in millions)

ASSETS	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
CURRENT ASSETS
Cash and cash equivalents	$	—		$	5	$	75	$	—		$	80
Receivables, less allowances	—			—		853		—			853
Due from affiliates	—			3,063		—		(3,063		)	—
Inventories	—			508		278		—			786
Assets held for sale	—			—		13		—			13
Other current assets	12			144		92		—			248
Total current assets	12			3,720		1,311		(3,063		)	1,980
Investment in subsidiaries	7,519			2,525		559		(10,603		)	—
Due from affiliates	—			—		851		(851		)	—
Property, plant and equipment, net	473			1,325		1,093		—			2,891
Goodwill	—			1,127		41		—			1,168
Intangible assets	—			980		225		(195		)	1,010
Deferred income taxes	31			345		27		—			403
Other non-current assets	29			62		136		—			227
TOTAL ASSETS	$	8,064		$	10,084	$	4,243	$	(14,712	)	$	7,679
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	49		$	726	$	150	$	—		$	925
Due to affiliates	2,019			—		1,044		(3,063		)	—
Short-term debt	—			—		9		—			9
Long-term debt – current portion	—			2		1		—			3
Total current liabilities	2,068			728		1,204		(3,063		)	937
Long-term debt, net of current portion	1,888			14		263		—			2,165
Due to affiliates	—			851		—		(851		)	—
Pension plan liability	288			—		126		—			414
Other employee benefits liability	—			233		14		—			247
Deferred income taxes	—			—		27		—			27
Other liabilities	112			180		44		(195		)	141
OWENS CORNING STOCKHOLDERS’ EQUITY
Preferred stock	—			—		—		—			—
Common stock	1			—		—		—			1
Additional paid in capital	3,950			6,334		1,781		(8,115		)	3,950
Accumulated earnings	874			1,744		744		(2,488		)	874
Accumulated other comprehensive deficit	(584		)	—		—		—			(584		)
Cost of common stock in treasury	(533		)	—		—		—			(533		)
Total Owens Corning stockholders’ equity	3,708			8,078		2,525		(10,603		)	3,708
Noncontrolling interests	—			—		40		—			40
Total equity	3,708			8,078		2,565		(10,603		)	3,748
TOTAL LIABILITIES AND EQUITY	$	8,064		$	10,084	$	4,243	$	(14,712	)	$	7,679

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2014

(in millions)

ASSETS	Parent			Guarantor Subsidiaries		Non- Guarantor Subsidiaries		Eliminations			Consolidated
CURRENT ASSETS
Cash and cash equivalents	$	—		$	1	$	66	$	—		$	67
Receivables, less allowances	—			—		674		—			674
Due from affiliates	—			2,858		—		(2,858		)	—
Inventories	—			527		290		—			817
Assets held for sale	—			—		16		—			16
Other current assets	7			132		94		—			233
Total current assets	7			3,518		1,140		(2,858		)	1,807
Investment in subsidiaries	7,392			2,590		558		(10,540		)	—
Due from affiliates	—			—		881		(881		)	—
Property, plant and equipment, net	471			1,285		1,143		—			2,899
Goodwill	—			1,127		41		—			1,168
Intangible assets	—			989		238		(210		)	1,017
Deferred income taxes	35			380		29		—			444
Other non-current assets	30			62		128		—			220
TOTAL ASSETS	$	7,935		$	9,951	$	4,158	$	(14,489	)	$	7,555
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable and accrued liabilities	$	47		$	667	$	235	$	—		$	949
Due to affiliates	1,913			—		945		(2,858		)	—
Short-term debt	—			25		6		—			31
Long-term debt – current portion	—			1		2		—			3
Total current liabilities	1,960			693		1,188		(2,858		)	983
Long-term debt, net of current portion	1,851			15		125		—			1,991
Due to affiliates	—			881		—		(881		)	—
Pension plan liability	310			—		137		—			447
Other employee benefits liability	—			237		15		—			252
Deferred income taxes	—			—		22		—			22
Other liabilities	122			175		43		(210		)	130
OWENS CORNING STOCKHOLDERS’ EQUITY
Preferred stock	—			—		—		—			—
Common stock	1			—		—		—			1
Additional paid in capital	3,954			6,371		1,927		(8,298		)	3,954
Accumulated earnings	805			1,579		663		(2,242		)	805
Accumulated other comprehensive deficit	(550		)	—		—		—			(550		)
Cost of common stock in treasury	(518		)	—		—		—			(518		)
Total Owens Corning stockholders’ equity	3,692			7,950		2,590		(10,540		)	3,692
Noncontrolling interests	—			—		38		—			38
Total equity	3,692			7,950		2,628		(10,540		)	3,730
TOTAL LIABILITIES AND EQUITY	$	7,935		$	9,951	$	4,158	$	(14,489	)	$	7,555

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDEDJUNE 30, 2015

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(52	)	$	47		$	85		$	—	$	80
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	(9		)	(112		)	(30		)	—		(151		)
Proceeds from the sale of assets or affiliates	—			—			2			—		2
Purchases of alloy	—			—			(7		)	—		(7		)
Proceeds from sale of alloy	—			—			7			—		7
Net cash flow used for investing activities	(9		)	(112		)	(28		)	—		(149		)
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	683			—			136			—		819
Payments on senior revolving credit and receivables securitization facilities	(634		)	—			—			—		(634		)
Payments on long-term debt	(5		)	—			(3		)	—		(8		)
Net increase (decrease) in short-term debt	—			(25		)	6			—		(19		)
Cash dividends paid	(39		)	—			—			—		(39		)
Purchases of treasury stock	(47		)	—			—			—		(47		)
Other intercompany loans	92			94			(186		)	—		—
Other	11			—			—			—		11
Net cash flow provided by financing activities	61			69			(47		)	—		83
Effect of exchange rate changes on cash	—			—			(1		)	—		(1		)
Net increase in cash and cash equivalents	—			4			9			—		13
Cash and cash equivalents at beginning of period	—			1			66			—		67
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	5		$	75		$	—	$	80

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE SIX MONTHS ENDEDJUNE 30, 2014

(in millions)

	Parent			Guarantor Subsidiaries			Non- Guarantor Subsidiaries			Eliminations		Consolidated
NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES	$	(53	)	$	(39	)	$	(25	)	$	—	$	(117	)
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Additions to plant and equipment	(6		)	(68		)	(51		)	—		(125		)
Proceeds from the sale of assets or affiliates	44			—			18			—		62
Purchases of alloy	—			(2		)	(15		)	—		(17		)
Proceeds from sale of alloy	4			—			11			—		15
Net cash flow used for investing activities	42			(70		)	(37		)	—		(65		)
NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	719			—			50			—		769
Payments on senior revolving credit and receivables securitization facilities	(522		)	—			—			—		(522		)
Payments on long-term debt	—			—			(1		)	—		(1		)
Net increase (decrease) in short-term debt	—			—			16			—		16
Cash dividends paid	(19		)	—			—			—		(19		)
Purchase of treasury stock	(44		)	—			—			—		(44		)
Other intercompany loans	(130		)	115			15			—		—
Other	7			—			—			—		7
Net cash flow provided by financing activities	11			115			80			—		206
Effect of exchange rate changes on cash	—			—			—			—		—
Net increase in cash and cash equivalents	—			6			18			—		24
Cash and cash equivalents at beginning of period	—			3			54			—		57
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	—		$	9		$	72		$	—	$	81

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WARRANTIES (DETAIL) $ in Millions	6 Months Ended
	Jun. 30, 2015 USD ($)
Movement In Standard And Extended Product Warranty Increase Decrease Roll Forward
Product Warranty Accrual, Beginning Balance	$ 40
Amounts accrued for current year	10
Settlements of warranty claims	(7)
Product Warranty Accrual, Ending Balance	$ 43

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INCOME TAXES (TABLES) (Tables)

6 Months Ended

Jun. 30, 2015

Income Tax Disclosure [Abstract]

Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]

The following table provides the Income tax expense and effective tax rate for the periods indicated:

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Income tax expense (benefit)	$	44		$	21		$	57		$	(18	)
Effective tax rate	33		%	50		%	34		%	(15		)%

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CONDENSED CONSOLIDATED BALANCE SHEET - USD ($) $ in Millions		Jun. 30, 2015	Dec. 31, 2014	Jun. 30, 2014	Mar. 31, 2014	Dec. 31, 2013
CURRENT ASSETS
Cash and cash equivalents		$ 80	$ 67		$ 81	$ 57
Receivables, less allowances of $10 at June 30, 2015 and December 31, 2014		853	674
Inventories		786	817
Assets held for sale		13	16
Other current assets		248	233
Total current assets		1,980	1,807
Property, plant and equipment, net		2,891	2,899
Goodwill		1,168	1,168
Intangible assets		1,010	1,017
Deferred income taxes		403	444
Other non-current assets		227	220
TOTAL ASSETS		7,679	7,555
CURRENT LIABILITIES
Accounts payable and accrued liabilities		925	949
Short-term debt		9	31
Long-term debt – current portion		3	3
Total current liabilities		937	983
Long-term debt, net of current portion		2,165	1,991
Pension plan liability		414	447
Other employee benefits liability		247	252
Deferred income taxes		27	22
Other liabilities		141	130
OWENS CORNING STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.01 per share (a)	[1]	0	0
Common stock, par value $0.01 per share (b)	[2]	1	1
Additional paid in capital		3,950	3,954
Accumulated earnings		874	805
Accumulated other comprehensive deficit		(584)	(550)	$ (301)
Cost of common stock in treasury (c)	[3]	(533)	(518)
Total Owens Corning stockholders’ equity		3,708	3,692
Noncontrolling interests		40	38
Total equity		3,748	3,730
TOTAL LIABILITIES AND EQUITY		$ 7,679	$ 7,555

[1] 10 shares authorized; none issued or outstanding at June 30, 2015, and

[2] 400 shares authorized; 135.5 issued and 117.6 outstanding at June 30, 2015; 135.5 issued and 117.8 outstanding at

[3] shares at June 30, 2015, and 17.7 shares at

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INVENTORIES

6 Months Ended

Jun. 30, 2015

Inventory, Net [Abstract]

INVENTORIES

INVENTORIES

Inventories consist of the following (in millions):

	June 30, 2015		December 31, 2014
Finished goods	$	550	$	568
Materials and supplies	236		249
Total inventories	$	786	$	817

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CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (DETAIL) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2015	Jun. 30, 2014	Jun. 30, 2015	Jun. 30, 2014
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward]
Total AOCI beginning balance			$ (550)
Deferred loss on hedging transactions (net of tax)	$ 2	$ (1)	3	$ (1)
Pension and other postretirement adjustment (net of tax)	(2)	(1)	6	2
Translation impact on non-US. Plans	7	11	(43)	(5)
Total AOCI ending balance	$ (584)	$ (301)	$ (584)	$ (301)

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SEGMENT INFORMATION (TABLE)

6 Months Ended

Jun. 30, 2015

Segment Reporting [Abstract]

Reconciliation of Revenue from Segments to Consolidated

The following table summarizes our net sales by segment and geographic region (in millions). Corporate eliminations (shown below) largely reflect intercompany sales from Composites to Roofing. External customer sales are attributed to geographic region based upon the location from which the product is shipped to the external customer.

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Reportable Segments
Composites	$	508		$	505		$	986		$	982
Insulation	451			447			830			802
Roofing	503			437			896			934
Total reportable segments	1,462			1,389			2,712			2,718
Corporate eliminations	(48		)	(34		)	(91		)	(85		)
NET SALES	$	1,414		$	1,355		$	2,621		$	2,633

Schedule of Revenues by Geographical Areas

External Customer Sales by Geographic Region
United States	$	980	$	899	$	1,796	$	1,788
Europe	136		160		265		309
Asia Pacific	174		169		314		306
Other	124		127		246		230
NET SALES	$	1,414	$	1,355	$	2,621	$	2,633

Schedule of Earnings before Interest and Taxes

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

	Three Months Ended   June 30,						Six Months Ended   June 30,
	2015			2014			2015			2014
Reportable Segments
Composites	$	67		$	37		$	127		$	64
Insulation	25			18			32			19
Roofing	90			62			110			142
Total reportable segments	182			117			269			225
Charges related to cost reduction actions and related items	—			—			(2		)	(12		)
Impairment loss on European Stone business	—			(19		)	—			(19		)
Gain on sale of Hangzhou, China facility	—			—			—			45
Net loss related to Hurricane Sandy	—			(4		)	—			(6		)
General corporate expense and other	(26		)	(21		)	(53		)	(52		)
EBIT	$	156		$	73		$	214		$	181

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FAIR VALUE MEASUREMENT (TABLE)

6 Months Ended

Jun. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value of Long Term Debt [Table Text Block]

Long-term debt

The following table shows the fair value of the Company’s long-term debt as calculated based on quoted market prices for the same or similar issues (Level 2 input), or on the current rates offered to the Company for debt of the same remaining maturities:

	June 30, 2015		December 31, 2014
6.50% senior notes, net of discount, due 2016	106	%	109	%
9.00% senior notes, net of discount, due 2019	123	%	119	%
4.20% senior notes, net of discount, due 2022	101	%	101	%
4.20% senior notes, net of discount, due 2024	101	%	99	%
7.00% senior notes, net of discount, due 2036	116	%	124	%

Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis

The following table summarizes the fair values and levels within the fair value hierarchy in which the fair value measurements fall as of June 30, 2015 (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:
Derivative assets	$	6	$	—	$	6	$	—
Liabilities:
Derivative liabilities	$	4	$	—	$	4	$	—
Contingent consideration	6		—		—		6
Total liabilities	$	10	$	—	$	4	$	6

The following table summarizes the fair values and levels within the fair value hierarchy in which the fair value measurements fall as of December 31, 2014 (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:
Derivative assets	$	1	$	—	$	1	$	—
Liabilities:
Derivative liabilities	$	8	$	—	$	8	$	—
Contingent consideration	5		—		—		5
Total liabilities	$	13	$	—	$	8	$	5

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STOCK COMPENSATION

6 Months Ended

Jun. 30, 2015

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

STOCK COMPENSATION

STOCK COMPENSATION

Stock Plans

On April 18, 2013, the Company’s stockholders approved the Owens Corning 2013 Stock Plan (the “2013 Stock Plan”) which replaced the 2010 Stock Plan. The 2013 Stock Plan authorizes grants of stock options, stock appreciation rights, restricted stock awards, restricted stock units, bonus stock awards and performance stock awards. Under the 2013 Stock Plan, 1.5 million shares of common stock may be granted in addition to the shares of Company common stock that rolled over from the 2010 Stock Plan. 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. There will be no future grants made under the 2010 Stock Plan. At June 30, 2015, the number of shares remaining available under the 2013 Stock Plan for all stock awards was 2.0 million.

Stock Options

The Company did not grant any stock options during the six months ended June 30, 2015. 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.

During the three and six months ended June 30, 2015 the Company recognized expense of $1 million and $2 million respectively, related to the Company's stock options. During the three and six months ended June 30, 2014, the Company recognized expense of $1 million, and $3 million related to the Company’s stock options, respectively. As of June 30, 2015, there was $6 million of total unrecognized compensation cost related to stock options. That cost is expected to be recognized over a weighted-average period of 2.17 years. The total aggregate intrinsic value of options outstanding as of June 30, 2015 was $24 million.

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

	Six Months Ended   June 30, 2015
	Number of Options		Weighted- Average Exercise Price
Beginning Balance	2,754,895		$	31.04
Exercised	(376,725	)	29.94
Forfeited	(99,350	)	38.18
Expired	(5,100	)	41.89
Ending Balance	2,273,720		$	30.89

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

	Options Outstanding				Options Exercisable
	Options Outstanding	Weighted-Average			Number Exercisable at June 30, 2015	Weighted-Average
Range of Exercise Prices		Remaining Contractual Life	Exercise Price			Remaining Contractual Life	Exercise Price
$13.89-$42.16	2,273,720	4.54	$	30.89	1,866,295	3.79	$	29.25

Restricted Stock Awards and Restricted Stock Units

The Company has granted restricted stock awards and restricted stock units (collectively referred to as “restricted stock”) as a part of its long-term incentive plan. 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 2019.

During the three and six months ended June 30, 2015, the Company recognized expense of $4 million and $8 million respectively, related to the Company's restricted stock. During the three and six months ended June 30, 2014, the Company recognized expense of $4 million and $9 million, respectively, related to the Company’s restricted stock. As of June 30, 2015, there was $33 million of total unrecognized compensation cost related to restricted stock. That cost is expected to be recognized over a weighted-average period of 2.91 years. The total fair value of shares vested during the six months ended June 30, 2015 and 2014 was $17 million and $14 million, respectively.

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

	Six Months Ended   June 30, 2015
	Number of Shares		Weighted-Average Grant-Date Fair Value
Beginning Balance	1,727,741		$	33.58
Granted	582,305		39.48
Vested	(484,744	)	34.32
Forfeited	(116,274	)	38.10
Ending Balance	1,709,028		$	35.21

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. All outstanding performance grants will fully settle in stock. The amount of stock ultimately distributed from the 2015 grants is contingent on meeting internal company-based metrics or an external-based stock performance metric. The amount of stock ultimately distributed from 2014 and prior grants is contingent on meeting an external based stock performance metric.

In the first six months of 2015, the Company granted both internal company-based and external-based metric PSUs.

Internal based metrics

The internal company-based metrics vest after a three-year period and are based on return on invested capital over a three-year period. The amount of stock distributed will vary from 0% to 300% of PSUs awarded depending on performance versus the company-based metrics.

The initial fair value for all internal company-based metric PSUs assumes that the performance goals will be achieved and is based on the grant date stock price. This assumption is monitored quarterly and if it becomes probable that such goals will not be achieved or will be exceeded, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. The expected term represents the period from the grant date to the end of the three-year performance period. Vesting will be accelerated in the case of death or disability, and awards earned will be paid at the end of the three-year period.

External based metrics

The external-based metric vests after a three-year period. Outstanding grants issued in 2015 forward will be based on the Company's total stockholder return relative to the performance of the S&P Building & Construction Industry Index. Outstanding grants issued prior to 2015 are based on the Company's total stockholder return relative to the performance of the companies in the S&P 500 Index. The amount of stock distributed will vary from 0% to 200% of PSUs awarded depending on the relative stockholder return performance.

The Company estimated the fair value of the external-based metric performance stock grants using a Monte Carlo simulation that uses various assumptions that include expected volatility of 29.2%, and a risk free interest rate of 1.1% both of which were based on an expected term of 2.90 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 grant. The expected term represents the period from the grant date to the end of the three-year performance period. Compensation expense for external based metric PSUs is measured based on the grant date fair value and is recognized on a straight-line basis over the vesting period. Vesting will be accelerated in the case of death or disability, and awards earned will be paid at the end of the three-year period.

During the three and six months ended June 30, 2015 the Company recognized expense of $1 million and $3 million respectively, related to the Company's PSUs. During the three and six months ended June 30, 2014, the Company recognized expense of $0 million and $2 million related to the Company’s PSUs, respectively. As of June 30, 2015, there was $14 million of total unrecognized compensation cost related to PSUs. That cost is expected to be recognized over a weighted-average period of 1.96 years.

The following table summarizes the Company’s PSU activity:

	Six Months Ended   June 30, 2015
	Number of PSUs		Weighted-Average Grant-Date Fair Value
Beginning Balance	416,250		$	49.53
Granted	251,600		43.88
Forfeited	(72,750	)	48.55
Ending Balance	595,100		$	47.26

Employee Stock Purchase Plan

On April 18, 2013, the Company’s stockholders approved the Owens Corning Employee Stock Purchase Plan (“ESPP”). The ESPP is a tax-qualified plan under Section 423 of the Internal Revenue Code. The purchase price of shares purchased under the ESPP is equal to 85% of the lower of the fair market value of shares of Owens Corning common stock at the beginning or ending of the offering period, which is a six-month period ending on May 31 and November 30 of each year. At the approval date, 2 million shares were available for purchase under the ESPP. As of June 30, 2015, 1.7 million share remain available for purchase.

During the three and six months ended June 30, 2015 the Company recognized expense of $1 million and $1 million respectively, related to the Company's ESPP. During the three and six months ended June 30, 2014, the Company recognized expense of less than $1 million, and $1 million respectively related to the Company’s ESPP. As of June 30, 2015, there was $1 million of total unrecognized compensation cost related to the ESPP.