Owens Corning Announces Pricing of Cash Tender Offers for Up to $350 Million Aggregate Principal Amount of Certain of its

 Owens Corning Announces Pricing of Cash Tender Offers for Up to $350 Million
Aggregate Principal Amount of Certain of its Outstanding Notes and Election of
                               Early Settlement

PR Newswire

TOLEDO, Ohio, Nov. 1, 2012

TOLEDO, Ohio, Nov. 1, 2012 /PRNewswire/ --Owens Corning (NYSE: OC) today
announced the determination of the pricing for its previously announced cash
tender offers to purchase up to $250 million aggregate principal amount of its
6.500% Senior Notes due 2016 (the "2016 Notes") and up to $100 million
aggregate principal amount of its 9.000% Senior Notes due 2019 (the "2019
Notes" and together with the 2016 Notes, the "Outstanding Notes") and its
election, with respect to Outstanding Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Date (as defined below), to make
payment for such Outstanding Notes on November 2, 2012.

The terms and conditions of the Tender Offers are described in the Offers to
Purchase For Cash, dated October 17, 2012 (the "Offer to Purchase"), which
sets forth a complete description of the terms and conditions of the Tender
Offers, as amended by press releases dated October 19, 2012 and October 29,
2012, and the related Letter of Transmittal (the "Letter of Transmittal").

Owens Corning will pay holders who validly tendered and did not validly
withdraw their Outstanding Notes at or prior to 5 p.m., New York City time, on
November 1, 2012 (the "Early Tender Date") the Total Tender Offer
Consideration of $1,179.38 for each $1,000 principal amount of its 2016 Notes
accepted for purchase and $1,321.22 for each $1,000 principal amount of its
2019 Notes accepted for purchase, plus, in each case, accrued and unpaid
interest up to, but not including, the Early Settlement Date, which is
expected to be November 2, 2012. The applicable Total Tender Offer
Consideration for each $1,000 principal amount of Outstanding Notes validly
tendered and accepted for purchase was determined in the manner described in
the Offer to Purchase by reference to the applicable fixed spread over the
bid-side yield of the applicable reference security, calculated as of 2 p.m.,
New York City time, on November 1, 2012.

The Total Tender Offer Consideration is detailed in the table below.

                   Aggregate                                         Total Tender
                                Reference Reference Fixed  Reference
CUSIP     Title of Principal                                         Offer
                                Treasury  Treasury  Spread Yield
Number    Security Amount                                            Consideration
                                Security  Security  (bps)  
                   Outstanding                                       (1)(2)
          6.500%                due
690742AA9 Notes    $650,000,000 September PX1       + 120  0.709%    $1,179.38
          due 2016
          9.000%                1.625%
690742AC5 Notes    $350,000,000 August    PX1       + 180  1.717%    $1,321.22
          due 2019

(1) Per $1,000 principal amount of Outstanding Notes tendered and validly
accepted assuming a settlement date of November 2, 2012.
(2) Includes the Early Tender Premium of $30 per $1,000 principal amount
of Outstanding Notes.

The table below identifies the principal amount of each series of Outstanding
Notes validly tendered and the principal amount of each series that Owens
Corning has accepted for purchase, as well as the relevant proration factor
for each series of Outstanding Notes.

                                               Principal    Principal    
CUSIP       Title of Principal    
                                               Amount       Amount       
Number Security Amount       
                                               Tendered     Accepted     Proration
                     Outstanding  Series Cap
            6.500%                             $313,915,000
            Senior                                          $250,000,000
690742AA9   Notes    $650,000,000 $250,000,000                          79.716%
            due 2016                           
                                               $120,436,000 $99,999,000
690742AC5   Senior   $350,000,000 $100,000,000                           83.168%

            due 2019

Because the Tender Offers are fully subscribed as of the Early Tender Date,
Holders who validly tender Outstanding Notes after the Early Tender Date will
not have any of their Outstanding Notes accepted for payment.

Merrill Lynch, Pierce, Fenner & Smith Incorporated and Wells Fargo Securities,
LLC are acting as dealer managers for the Tender Offers. The tender and
information agent for the Tender Offers is D.F. King & Co., Inc.

This news release is neither an offer to sell nor a solicitation of an offer
to buy any securities and shall not constitute an offer, solicitation or sale
in any jurisdiction in which such offer, solicitation or sale would be
unlawful. The Tender Offers are made only by and pursuant to the terms of the
Offer to Purchase and the related Letter of Transmittal. The Tender Offers
are not being made in any jurisdiction in which the making or acceptance
thereof would not be in compliance with the securities, "blue sky" or other
laws of such jurisdiction. In any jurisdiction in which the securities or
"blue sky" laws require offers to be made by a licensed broker or dealer, any
offer will be deemed to be made on behalf of Owens Corning by a dealer
manager, or one or more registered brokers or dealers that are licensed under
the laws of such jurisdiction. None of Owens Corning, the dealer managers or
the tender and information agent makes any recommendations as to whether
holders should tender their Outstanding Notes pursuant to the Tender Offers.

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 58 consecutive
years, Owens Corning is committed to driving sustainability by delivering
solutions, transforming markets and enhancing lives. Celebrating its 75th
anniversary in 2013, Owens Corning is a market-leading innovator of
glass-fiber technology with sales of $5.3 billion in 2011 and about 15,000
employees in 28 countries on five continents. Additional information is
available at: www.owenscorning.com.

This news release contains forward-looking statements. These forward-looking
statements are subject to risks, uncertainties and other factors that could
cause actual results to differ materially from those projected in these
statements. Such factors include, without limitation: economic and political
conditions, including new legislation or other governmental actions; levels of
residential and commercial construction activity; competitive factors; pricing
factors; weather conditions; our level of indebtedness; industry and economic
conditions that affect the market and operating conditions of our customers,
suppliers or lenders; availability and cost of energy and materials;
availability and cost of credit; interest rate movements; issues related to
expansion of our production capacity; issues related to acquisitions,
divestitures and joint ventures; our ability to use our net operating loss
carry-forwards; achievement of expected synergies, cost reductions and/or
productivity improvements; issues involving implementation of new business
systems; foreign exchange fluctuations; research and development activities;
difficulties in managing production capacity; labor disputes; and factors
detailed from time to time in the company's Securities and Exchange Commission
filings. The information in this news release speaks as of the date November
1, 2012, and is subject to change. The company does not undertake any duty to
update or revise forward-looking statements. Any distribution of this news
release after that date is not intended and will not be construed as updating
or confirming such information.

SOURCE Owens Corning

Website: http://www.owenscorning.com
Contact: Media Inquiries: Matt Schroder, +1-419-248-8987, or Investor
Inquiries: Thierry Denis, +1-419-248-5748
Press spacebar to pause and continue. Press esc to stop.