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Owens Corning Reports 2008 Third-Quarter Results
 
Strong Roofing and Composites Performance Drives Results

TOLEDO, Ohio, Oct. 29 /PRNewswire-FirstCall/ - Owens Corning (NYSE: OC) reported today that consolidated net sales increased 28 percent to $1.6 billion during the third quarter, compared with $1.3 billion in the third quarter of 2007. Third-quarter sales were up due to strong performance in the Roofing and Asphalt and Composites businesses.

Excluding comparability items, Owens Corning's adjusted earnings from continuing operations were $94 million, or $0.72 per adjusted diluted share, compared with $56 million, or $0.42 per adjusted diluted share during the third quarter last year. See Tables 2 and 3 for a discussion and reconciliation of items that affect comparability.

As the result of a non-cash charge of $899 million to establish an accounting valuation allowance against net U.S. deferred tax assets related to its net operating losses, Owens Corning's third-quarter earnings from continuing operations were a loss of $810 million, or $6.36 per share. The non-cash charge will have no impact on the company's ability to utilize the net operating losses to offset future U.S. profits. The company believes its U.S. operations will have sufficient profitability during the remaining tax- loss carryforward period to realize substantially all of the economic value of the net operating losses before they expire.

    Consolidated Third-Quarter and Nine-Month Results

    -- Earnings before interest and taxes (EBIT) from continuing operations in
       the third quarter of 2008 were $98 million, compared with $83 million
       during the same period in 2007, an increase of 18 percent. Excluding
       comparability items (see Table 2), adjusted EBIT from continuing
       operations for the third quarter of 2008 was $111 million compared with
       $102 million during the same period in 2007.

    -- For the first nine months, EBIT was $181 million, compared with $191
       million during the same period of 2007. Excluding comparability items
       (see Table 2), adjusted EBIT for the first nine months of 2008 was $242
       million, compared with $253 million during the same period in 2007.

    -- Gross margin as a percentage of sales for the third quarter of 2008
       declined by one percentage point compared to the third quarter of 2007,
       while it declined by two percentage points for the nine months ended
       September 30, 2008 compared to the same period in 2007. This was a
       result of margin improvements in our Composite Solutions and Roofing
       and Asphalt segments and lower margins in our Insulating Systems
       segment.

    -- Owens Corning's organization-wide safety expectation provides a safer
       work environment for employees, improves manufacturing processes and
       reduces costs. For the nine-month period ending September 30, 2008, the
       company reduced workplace injuries by 35 percent, compared with its
       2007 year-end rate.

"I'm pleased with the quarter as the results are in line with our objectives for the year," said Mike Thaman, chairman and chief executive officer. "The integration of our composites acquisition is on track. We are exceeding our year-one synergy goals. Our Roofing and Asphalt business has improved performance with a streamlined asset base, significant productivity and an improved product mix. Our Insulation business will be profitable for the year in a very difficult U.S. housing market. We've maintained a strong balance sheet and are benefiting from a solid capital structure that provides more than adequate liquidity."

Owens Corning continues to estimate that 2008 adjusted EBIT will be at least $265 million. The company previously announced that strength in Roofing and Asphalt performance creates an additional upside of up to 10 percent in that adjusted EBIT guidance. The company excludes from this estimate items impacting comparability.

Non-Cash Charge Establishes Accounting Valuation Allowance Against U.S. Deferred Tax Assets

Owens Corning recorded a non-cash charge of $899 million in the third quarter of 2008 to establish an accounting valuation allowance against net U.S. deferred tax assets related to its net operating losses. The action was taken in accordance with Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").

The company concluded that an accounting valuation allowance was required based on the company's U.S. losses before income taxes in 2007 and so far in 2008, and its current estimates for near term U.S. results during the continuing U.S. housing downturn. Owens Corning has significant non-U.S. profitability.

The accounting valuation allowance is a non-cash charge and will have no impact on Owens Corning's cash flow, liquidity or credit facilities. The charge reduced Owens Corning's reported third quarter diluted earnings per share by $7.06.

This accounting valuation allowance is necessary under U.S. GAAP guidelines to adjust the value of the company's net U.S. deferred tax assets based on its outlook for near-term future fiscal periods.

For federal tax purposes, the net operating losses begin to expire in 2026. For state tax purposes, the expiration period could be sooner. The company will periodically review the accounting valuation allowance and will reverse the charge partially or totally, when, and if, appropriate under SFAS 109.

    Other Financial Items

    -- During the first quarter of 2007, Owens Corning announced a share buy-
       back program under which the company was authorized to repurchase up to
       5 percent of Owens Corning's outstanding common stock. During the third
       quarter, the company repurchased 1.9 million shares at an average price
       of $22.23 per share. For the nine-month period ending September 30,
       2008, the company repurchased 2.9 million shares at an average price of
       $22.70 per share. On September 30, 2008, the company had 128.8 million
       shares outstanding and approximately 3.6 million shares remaining
       available for repurchase under the current program.

    -- As part of the operational integration of its composites acquisition,
       Owens Corning sold precious metals during the third quarter of 2008
       that resulted in a net gain of $26 million. The sales were part of the
       company's ongoing program to reduce its operational requirements for
       certain precious metals and to use the proceeds to acquire other
       precious metals in order to reduce metal lease obligations.

    -- At the end of the third quarter of 2008, Owens Corning had net debt of
       approximately $2.0 billion, comprised of $2.1 billion of short- and
       long-term debt and cash-on-hand of $76 million. Net debt is currently
       expected to be at about last year's level of $1.9 billion at year's
       end.

    -- Owens Corning's federal tax net operating loss carryforward, primarily
       resulting from the distribution of cash and stock to settle its prior
       Chapter 11 case in 2006, was $3.0 billion at the end of the third
       quarter of 2008. The company's U.S. cash tax rate is now expected to be
       less than 2 percent for at least the next 10 to 15 years.

    -- During the third quarter of 2008, depreciation and amortization totaled
       $84 million. Owens Corning currently estimates that depreciation and
       amortization from continuing operations will total approximately $315
       million in 2008.


    Outlook

Owens Corning expects its Composites business to have a solid fourth quarter. Synergy achievements and improved productivity will help to offset a somewhat weaker global market. The company now estimates that it will achieve at least $50 million in acquisition-related synergies in 2008, up from its prior estimate of $30 million.

Overall weakness in the U.S. housing market will continue to affect demand for Owens Corning's residential insulation products into 2009.

Consistent with stronger performance year-to-date and the opportunity to advance certain investments to create shareholder value, capital expenditures in 2008 could be somewhat higher than prior guidance of $350 million. Capital investments will be accelerated to achieve growth and synergies in the Composites business and to fund energy-reduction programs company-wide.

Before the accounting valuation allowance, Owens Corning anticipates that its 2008 global effective tax rate will be substantially below the U.S. federal income tax rate. The company expects its U.S. cash taxes will be minimal, and that its cash effective tax rate in its foreign operations will be 15 percent or less in 2008.

    Business Segment Highlights

    Composite Solutions
    -- Net sales for the third quarter of 2008 were $589 million, a 48-percent
       increase from $397 million during the same period in 2007.
       Substantially all of the increase was the result of incremental sales
       from the company's composites acquisition. The effect of translating
       sales from foreign currencies into U.S. dollars increased sales by $12
       million during the third quarter and $72 million through the first nine
       months compared with the same periods in 2007.

    -- EBIT from continuing operations for the third quarter of 2008 was $54
       million, compared with $26 million during the same period in 2007.
       Approximately two-thirds of the increase was due to incremental
       earnings associated with the company's composites acquisition, net of
       divestitures. The remainder of the increase was due to improved
       manufacturing productivity and the effect of translating profits from
       foreign currencies into U.S. dollars.


    Insulating Systems
    -- Net sales for the third quarter of 2008 were $412 million, an 11-
       percent decrease from $462 million during the same period in 2007.
       Sales for residential insulation products continue to be significantly
       impacted by the reduction in new residential construction and repair
       and remodeling in the U.S.

    -- EBIT from continuing operations for the third quarter of 2008 was break
       even, compared with $42 million during the same period in 2007.
       Approximately two-thirds of the decrease in EBIT was due to lower
       selling prices and inflation in raw materials, energy and delivery
       costs.


    Roofing and Asphalt
    -- Net sales for the third quarter of 2008 were a record $616 million, a
       63-percent increase from $379 million during the same period in 2007.
       The increase was the result of higher selling prices as a result of
       inflation in raw material and delivery costs, and higher volumes and
       improved product mix.

    -- EBIT from continuing operations for the third quarter of 2008 was $95
       million, compared with $15 million during the same period in 2007. The
       increase was due to higher prices, improvements in manufacturing and
       material efficiencies, benefits from a streamlined asset base, enhanced
       product mix and increased sales volumes.


    Other Building Materials and Services
    -- Net sales for the third quarter of 2008 were $67 million, a 14-percent
       decrease from $78 million during the same period in 2007. The decrease
       was primarily the result of declines in the company's Masonry Products
       business related to the lower demand from new construction and repair
       and remodeling markets in the U.S.

    -- EBIT from continuing operations for the third quarter of 2008 was a
       loss of $3 million, compared with earnings of $7 million during the
       same period in 2007. The change was primarily due to the decline in
       sales volumes and higher idle facility costs in Masonry Products
       related to the continued weakness in new construction and repair and
       remodeling markets in the U.S.

Full-year 2008 results are currently scheduled to be announced on February 18, 2009.

    Conference Call and Presentation
    Wednesday, October 29, 2008
    11 a.m. ET

    All Callers
    Live dial-in telephone number: 1-866-543-6411 or 1-617-213-8900
    (Please dial in 10 minutes before conference call start time)
    Passcode: 44640815

Presentation

To view the slide presentation during the conference call, please log on to the live webcast at http://www.owenscorning.com/investors.

A telephone replay will be available through November 12, 2008 at 1-888- 286-8010 or 1-617-801-6888. Passcode: 35081730. A replay of the webcast will also be available at www.owenscorning.com/investors.

About Owens Corning

Owens Corning (NYSE: OC) is a leading global producer of residential and commercial building materials, glass fiber reinforcements and engineered materials for composite systems. A Fortune 500 company for 54 consecutive years, Owens Corning is committed to driving sustainability through delivering solutions, transforming markets and enhancing lives. Founded in 1938, Owens Corning is a market-leading innovator of glass fiber technology with sales of $5 billion in 2007 and 18,000 employees in 26 countries on five continents. Additional information is available at www.owenscorning.com.

This news release contains 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. These forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside the control of the company, which could cause actual results to differ materially from those projected in these statements and from the company's historical results and experience. Such factors include competitive factors, pricing pressures, availability and cost of energy and materials, acquisitions and achievement of expected synergies therefrom, general economic conditions, the effect of industry and economic conditions on the market and operating conditions of our customers and factors detailed from time to time in the company's Securities and Exchange Commission filings. Since it is not possible to predict or identify all of the risks, uncertainties and other factors that may affect future results, the above list should not be considered a complete list. Any forward-looking statement speaks only as of the date on which such statement is made, and the company undertakes no obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.



                                   Table 1
                        Owens Corning and Subsidiaries
                  Consolidated Statements of Earnings (Loss)
                                 (Unaudited)
                     (in millions, except per share data)

                                     Three      Three      Nine       Nine
                                     Months     Months     Months     Months
                                     Ended      Ended      Ended      Ended
                                   September  September  September  September
                                       30,        30,        30,        30,
                                      2008       2007       2008       2007


    NET SALES                        $1,629     $1,268     $4,556     $3,674
    COST OF SALES                     1,373      1,055      3,861      3,036
      Gross Margin                      256        213        695        638

    OPERATING EXPENSES
      Marketing and
       administrative expenses          151        102        458        365
      Science and technology
       expenses                          16         15         52         46
      Restructuring costs (credits)       2         (1)         8         (3)
      Chapter 11-related
       reorganization items               -          1          -          4
      Employee emergence equity
       program expense                    6          8         20         28
      Gain (loss) on sale of fixed
       assets and other                 (17)         5        (24)         7
        Total operating expenses        158        130        514        447

    EARNINGS FROM CONTINUING
     OPERATIONS BEFORE INTEREST AND
     TAXES                               98         83        181        191

    Interest expense, net                29         27         90         90

    EARNINGS FROM CONTINUING
     OPERATIONS BEFORE TAXES             69         56         91        101

    Income tax expense                  880         16        884         30

    EARNINGS (LOSS) FROM CONTINUING
     OPERATIONS BEFORE MINORITY
     INTEREST AND EQUITY IN NET
     EARNINGS (LOSS) OF AFFILIATES     (811)        40       (793)        71

    Minority interest and equity in
     net earnings (loss) of
     affiliates                           1         (2)        (1)        (4)

    EARNINGS (LOSS) FROM
     CONTINUING OPERATIONS             (810)        38       (794)        67

    Discontinued operations               -          -          -          -
      Earnings from discontinued
       operations, net of tax of
       $3 and $5 respectively, for
       each of the three months and
       nine months ended September
       30, 2007                           -          8          -          9
      Gain on sale of discontinued
       operations, net of tax of $41      -         66          -         66
        Total earnings from
         discontinued operations          -         74          -         75

    NET EARNINGS (LOSS)               $(810)      $112      $(794)      $142

    BASIC EARNINGS (LOSS) PER
     COMMON SHARE

        Earnings (loss) from
         continuing operations       $(6.36)     $0.30     $(6.17)     $0.52
        Earnings from
         discontinued operations          -       0.57          -       0.59
          Basic net earnings
           (loss) per common share   $(6.36)     $0.87     $(6.17)     $1.11

    DILUTED EARNINGS (LOSS) PER
     COMMON SHARE

        Earnings (loss) from
         continuing operations       $(6.36)     $0.30     $(6.17)     $0.52
        Earnings from discontinued
         operations                       -       0.57          -       0.58
          Diluted net earnings
           (loss) per common share   $(6.36)     $0.87     $(6.17)     $1.10

    WEIGHTED AVERAGE COMMON SHARES

      Basic                           127.4      128.4      128.6      128.3
      Diluted                         127.4      129.0      128.6      128.9



                                   Table 2
                        Owens Corning and Subsidiaries
                        EBIT Reconciliation Schedules
                                 (Unaudited)
                                (in millions)

For purposes of internal review of Owens Corning's year-over-year operational performance, management excludes from net earnings (loss) certain items it believes are not the result of current operations, and therefore affect comparability. Additionally, management views net precious metal lease (expense) income as a financing item included in net interest expense rather than as a product cost included in cost of sales. The adjusted financial measures resulting from these adjustments are used internally by Owens Corning for various purposes, including reporting results of operations to the Board of Directors, analysis of performance and related employee compensation measures. Although management believes that these adjustments result in measurements that provides it a useful representation of its operational performance, the adjusted measures should not be considered in isolation or as a substitute for net earnings (loss) as prepared in accordance with accounting principles generally accepted in the United States. Items affecting comparability and a reconciliation of net earnings (loss) to adjusted earnings from continuing operations before interest and taxes are shown in the tables below.


                                      Three      Three      Nine       Nine
                                      Months     Months     Months     Months
                                      Ended      Ended      Ended      Ended
                                    September  September  September  September
                                        30,        30,        30,        30,
                                       2008       2007       2008       2007

    ITEMS AFFECTING COMPARABILITY
      Chapter 11-related
       reorganization items              $-        $(1)        $-       $(4)
      Net precious metal lease
       (expense) income                  (1)         3         (7)        6
      Restructuring and other (costs)
       credits                           (2)         1         (8)        3
      Acquisition integration and
       transaction costs                (20)        (3)       (52)      (21)
      Gains (losses) on sales of
       assets and other                  16          -         36        (7)
      Employee emergence equity
       program expense                   (6)        (8)       (20)      (28)
      Asset impairments                   -        (11)       (10)      (11)
        Total items affecting
         comparability                 $(13)      $(19)      $(61)     $(62)


    RECONCILIATION TO ADJUSTED
     EARNINGS FROM CONTINUING
     OPERATIONS BEFORE INTEREST
     AND TAXES

    NET EARNINGS (LOSS)               $(810)      $112      $(794)     $142
      Earnings from discontinued
       operations, net of tax of
       $3 and $5 respectively,
       for each of the three months
       and nine months ended
       September 30, 2007                 -          8          -         9
      Gain on sale of discontinued
       operations                         -         66          -        66
    Total earnings from
     discontinued operations              -         74          -        75
    EARNINGS (LOSS) FROM CONTINUING
     OPERATIONS                        (810)        38       (794)       67
      Minority interest and equity
       in net earnings (loss) of
       affiliates                         1         (2)        (1)       (4)
    EARNINGS (LOSS) FROM CONTINUING
     OPERATIONS BEFORE MINORITY
     INTEREST AND EQUITY IN NET
     EARNINGS (LOSS) OF AFFILIATES     (811)        40       (793)       71
      Income tax expense                880         16        884        30
    EARNINGS FROM CONTINUING
     OPERATIONS BEFORE TAXES             69         56         91       101
      Interest expense, net              29         27         90        90
    EARNINGS FROM CONTINUING
     OPERATIONS BEFORE INTEREST AND
     TAXES                               98         83        181       191
      Adjustment to remove items
       affecting comparability           13         19         61        62
    ADJUSTED EARNINGS FROM
     CONTINUING OPERATIONS BEFORE
     INTEREST AND TAXES                $111       $102       $242      $253



                                   Table 3
                        Owens Corning and Subsidiaries
                         EPS Reconciliation Schedules
                                 (Unaudited)
                     (in millions, except per share data)

For purposes of internal review of Owens Corning's year-over-year operational performance, management excludes from net earnings (loss) certain items it believes are not the result of current operations, and therefore affect comparability. Additionally, management views net precious metal lease (expense) income as a financing item included in net interest expense rather than as a product cost included in cost of sales. Furthermore, management believes the non-cash charge to establish an accounting valuation allowance against U.S. deferred tax assets, should be excluded from adjusted earnings from continuing operations. The adjusted financial measures resulting from these adjustments are used internally by Owens Corning for various purposes, including reporting results of operations to the Board of Directors, analysis of performance and related employee compensation measures. Although management believes that these adjustments result in measurements that provides it a useful representation of its operational performance, the adjusted measures should not be considered in isolation or as a substitute for net earnings (loss) as prepared in accordance with accounting principles generally accepted in the United States. Items affecting comparability, a reconciliation from net earnings (loss) to adjusted earning from continuing operations, a reconciliation from diluted earnings (loss) per share from continuing operations to adjusted diluted earnings per share and a reconciliation from weighted-average shares outstanding used for diluted earnings per share to adjusted diluted shares outstanding are shown in the tables below.


                                      Three      Three      Nine       Nine
                                      Months     Months     Months     Months
                                      Ended      Ended      Ended      Ended
                                    September  September  September  September
                                        30,        30,        30,        30,
                                       2008       2007       2008       2007

    ITEMS AFFECTING COMPARABILITY
      Chapter 11-related
       reorganization items               $-        $(1)        $-       $(4)
      Net precious metal lease
       (expense) income                   (1)         3         (7)        6
      Restructuring and other (costs)
       credits                            (2)         1         (8)        3
      Acquisition integration and
       transaction costs                 (20)        (3)       (52)      (21)
      Gains (losses) on sales of
       assets and other                   16          -         36        (7)
      Employee emergence equity
       program expense                    (6)        (8)       (20)      (28)
      Asset impairments                    -        (11)       (10)      (11)
        Total items affecting
         comparability                  $(13)      $(19)      $(61)     $(62)


    RECONCILIATION TO ADJUSTED
     EARNINGS FROM CONTINUING
     OPERATIONS

    NET EARNINGS (LOSS)                $(810)      $112      $(794)     $142
      Earnings from discontinued
       operations, net of tax of
       $3 and $5 respectively, for
       each of the three months and
       nine months ended September
       30, 2007                            -          -          8         -
      Gain on sale of discontinued
       operations                          -          -         66         -
    EARNINGS (LOSS) FROM CONTINUING
     OPERATIONS                         (810)        38       (794)       67
      Adjustment to remove items
       affecting comparability            13         19         61        62
      Adjustment to classify net
       metal lease (expense) income
       as interest                        (1)         3         (7)        6
      Adjustment to remove accounting
       valuation for U.S. deferred tax
       assets                            899          -        899         -
      Tax effect of adjustments of
       58%*, 18%, 39% and 29%,
       respectively                       (7)        (4)       (21)      (20)
    ADJUSTED EARNINGS FROM CONTINUING
     OPERATIONS                          $94        $56       $138      $115


    RECONCILIATION TO ADJUSTED DILUTED
     EARNINGS PER SHARE FROM CONTINUING
     OPERATIONS

    DILUTED EARNINGS (LOSS) PER SHARE
     FROM CONTINUING OPERATIONS       $(6.36)     $0.30     $(6.17)    $0.52
      Convert to diluted earnings
       per share on net earnings        0.12          -       0.09         -
      Adjustment to remove items
       affecting comparability          0.10       0.13       0.47      0.47
      Adjustment to classify net
       precious metal lease (expense)
       income as interest              (0.01)      0.02      (0.05)     0.05
      Adjustment to remove accounting
       valuation for U.S. deferred
       tax assets                       6.92          -       6.88         -
      Tax effect of adjustments of
       58%*, 18%, 39% and 29%,
       respectively                    (0.05)     (0.03)     (0.16)    (0.15)
    ADJUSTED DILUTED EARNINGS PER
     SHARE FROM CONTINUING OPERATIONS  $0.72      $0.42      $1.06     $0.89

    RECONCILIATION TO ADJUSTED DILUTED
     SHARES OUTSTANDING

    Weighted-average shares
     outstanding used for diluted
     earnings per share                127.4      129.0      128.6     128.9
      Non-vested restricted shares **    1.5          -        1.1         -
      Shares related to employee
       emergence program                 1.0        2.8        1.0       2.8
    Adjusted diluted shares
     outstanding                       129.9      131.8      130.7     131.7


    *  The 58% tax rate on the items impacting comparability for the three
       months ended September 30, 2008 is the result of gains on sales of
       assets and other producing tax expense at an effective rate of 15%,
       while all other items produced a net tax benefit at an effective rate
       of 34%.

    ** For the three and nine months ending September 30, 2008, Owens Corning
       reported a net loss, and therefore earnings per share was not diluted.
       When management internally reviews its performance and excludes the
       items impacting comparability as shown above, the result is an adjusted
       earnings from continuing operations. As such, the dilutive effect of
       non-vested restricted shares is now included in the computation of
       adjusted diluted earnings per share from continuing operations.



                                     Table 4
                         Owens Corning and Subsidiaries
                           Consolidated Balance Sheets
                                   (Unaudited)
                                  (in millions)

                                               September 30,      December 31,
                                                   2008              2007

    ASSETS
    CURRENT ASSETS
         Cash and cash equivalents                     $76              $135
         Receivables, less allowances of
          $22 in 2008 and $23 in 2007                  957               721
         Inventories                                   810               821
         Restricted cash - disputed
          distribution reserve                          31                33
         Assets held for sale - current                  9                53
         Other current assets                          115                92
           Total current assets                      1,998             1,855
    Property, plant and equipment, net               2,782             2,776
    Goodwill                                         1,124             1,174
    Intangible assets                                1,204             1,210
    Deferred income taxes                                -               484
    Assets held for sale - non-current                   5               174
    Other non-current assets                           227               199
    TOTAL ASSETS                                    $7,340            $7,872

    LIABILITIES AND STOCKHOLDERS' EQUITY
     CURRENT LIABILITIES
         Accounts payable and accrued
          liabilities                               $1,294            $1,137
         Accrued interest                               31                12
         Short-term debt                                40                47
         Long-term debt - current portion                5                10
         Liabilities held for sale - current             6                40
           Total current liabilities                 1,376             1,246
    Long-term debt, net of current portion           2,045             1,993
    Pension plan liability                              78               146
    Other employee benefits liability                  294               293
    Deferred income taxes                              291                 -
    Liabilities held for sale - non- current             1                 8
    Other liabilities                                  116               161
    Commitments and contingencies
    Minority interest                                   42                37
    STOCKHOLDERS' EQUITY
         Preferred stock, par value $0.01 per
          share 10 shares authorized; none issued
           or outstanding at September 30, 2008
           and December 31, 2007                         -                 -
         Common stock, par value $0.01 per
          share 400 shares authorized; 131.7 and
          130.8 issued and outstanding at
          September 30, 2008 and December 31,
          2007, respectively                             1                 1
         Additional paid in capital                  3,816             3,784
         Accumulated earnings (deficit)               (763)               31
         Accumulated other comprehensive earnings      109               173
         Cost of common stock in treasury; 2.9
          shares at September 30, 2008                 (66)               (1)
           Total stockholders' equity                3,097             3,988
    TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY      $7,340            $7,872



                                     Table 5
                          Owens Corning and Subsidiaries
                      Consolidated Statements of Cash Flows
                                   (Unaudited)
                                  (in millions)

                                          Nine Months Ended  Nine Months Ended
                                            September 30,      September 30,
                                                 2008              2007

    NET CASH FLOW USED FOR OPERATING
     ACTIVITIES
       Net earnings                                $(794)          $142
       Adjustments to reconcile net
        earnings to cash used for
        operating activities:
          Depreciation and amortization              240            239
          Gain on sale of businesses and
           fixed assets                              (49)          (110)
          Impairment of fixed and
           intangible assets                          11             22
          Deferred income taxes                      857             43
          Provision for pension and other
           employee benefits liabilities              29             31
          Employee emergence equity
           program expense                            20             28
          Stock-based compensation expense            15              6
        Decrease in restricted cash -
         disputed distribution reserve                 2             31
       Payments related to Chapter 11 filings         (2)           (26)
       Increase in receivables                      (264)          (161)
       Increase in inventories                       (25)           (31)
       Increase in prepaid and other assets          (19)            (1)
       Increase (decrease) in accounts
        payable and accrued liabilities               54           (113)
       Pension fund contribution                     (69)          (117)
       Payments for other employee
        benefits liabilities                         (18)           (20)
       Other                                          (5)            (2)
             Net cash flow used for
              operating activities                   (17)           (39)

    NET CASH FLOW USED FOR INVESTING
     ACTIVITIES
       Additions to plant and equipment             (294)          (167)
       Investment in subsidiaries and
        affiliates, net of cash acquired               -            (31)
       Proceeds from the sale of assets
        or affiliates                                269            437
             Net cash flow used for
              investing activities                   (25)           239

    NET CASH FLOW PROVIDED BY (USED FOR)
     FINANCING ACTIVITIES
       Proceeds from long-term debt                   12            617
       Payments on long-term debt                     (8)           (78)
       Proceeds from revolving credit facility       457            383
       Payments on revolving credit facility        (415)          (383)
       Payment of note payable to 524(g) Trust         -         (1,390)
       Net increase (decrease) in short-
        term debt                                     (7)             3
       Purchases of treasury stock                   (62)             -
             Net cash flow provided by
             (used for) financing activities         (23)          (848)

    Effect of exchange rate changes on cash            6              9
    NET DECREASE IN CASH AND CASH EQUIVALENTS        (59)          (639)
    Cash and cash equivalents at beginning of
     period                                          135          1,089
    CASH AND CASH EQUIVALENTS AT END OF PERIOD       $76           $450



                                     Table 6
                         Owens Corning and Subsidiaries
                          Business Segment Information
                                   (Unaudited)
                                  (in millions)

                                      Three      Three      Nine       Nine
                                      Months     Months     Months     Months
                                      Ended      Ended      Ended      Ended
                                    September  September  September  September
                                        30,        30,        30,        30,
                                       2008       2007       2008       2007

    NET SALES
    Reportable Segments
      Composite Solutions               $589      $397      $1,915    $1,152
      Insulating Systems                 412       462       1,198     1,322
      Roofing and Asphalt                616       379       1,397     1,099
      Other Building Materials and
       Services                           67        78         189       234
        Total reportable segments      1,684     1,316       4,699     3,807
      Corporate eliminations             (55)      (48)       (143)     (133)
        Consolidated net sales        $1,629    $1,268      $4,556    $3,674

    EARNINGS (LOSS) FROM CONTINUING
     OPERATIONS BEFORE INTEREST AND
     TAXES
    Reportable Segments
      Composite Solutions                $54       $26        $189       $77
      Insulating Systems                   -        42          23       137
      Roofing and Asphalt                 95        15         115        36
      Other Building Materials and
       Services                           (3)        7         (11)       18
        Total reportable segments       $146       $90        $316      $268


    RECONCILIATION TO CONSOLIDATED
     EARNINGS FROM CONTINUING
     OPERATIONS BEFORE INTEREST AND
     TAXES
      Chapter 11-related
       reorganization items               $-       $(1)         $-       $(4)
      Net precious metal lease
       (expense) income                   (1)        3          (7)        6
      Restructuring and other (costs)
       credits                            (2)        1          (8)        3
      Acquisition integration and
       transaction costs                 (20)       (3)        (52)      (21)
      Gains (losses) on sales of
       assets and other                   16         -          36        (7)
      Employee emergence equity
       program expense                    (6)       (8)        (20)      (28)
      Asset impairments                    -       (11)        (10)      (11)
      General corporate (expense)
       income                            (35)       12         (74)      (15)
    CONSOLIDATED EARNINGS FROM
     CONTINUING OPERATIONS BEFORE
     INTEREST AND TAXES                  $98       $83        $181      $191


SOURCE Owens Corning