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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549



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FORM 10-Q



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Quarterly Report Pursuant to Section
13 or 15(d)

of the Securities Exchange Act of 1934



For the Quarter Ended September 30, 2005



Commission File No. 1-3660



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Owens Corning



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One Owens Corning Parkway

Toledo,
Ohio 43659

Area Code (419) 248-8000



A Delaware Corporation



I.R.S. Employer Identification No. 34-4323452



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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  x    No ̈



Indicate by check mark whether the Registrant
is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).     Yes ̈No  x



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



Shares of common stock, par value $0.10 per share, outstanding at September 30, 2005



55,341,765



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##### Table of Contents

(i)



INDEX



|           |  |                                                                                       |  |        
|---------- |  | ------------------------------------------------------------------------------------- |  | -------
|           |  |                                                                                       |  | Page   
|Cover Page |  | 1                                                                                    
|           |  |                                                                                      
|PART I     |  |                                                                                       |  |        
|           |  |                                                                                      
|Item 1.    |  | Financial Statements                                                                  |  |        
|           |  | Consolidated Statement of Income (Loss)                                               |  | 2      
|           |  | Consolidated Balance Sheet                                                            |  | 3 - 4  
|           |  | Consolidated Statement of Cash Flows                                                  |  | 5      
|           |  | Notes to Consolidated Financial Statements                                            |  |        
|           |  | Voluntary Petition for Relief Under Chapter 11                                        |  | 6 - 24 
|           |  | Segment Data                                                                          |  | 25 - 26
|           |  | General                                                                               |  | 27     
|           |  | Inventories                                                                           |  | 27     
|           |  | Goodwill and Other Intangibles                                                        |  | 27     
|           |  | Acquisitions                                                                          |  | 28     
|           |  | Warranties                                                                            |  | 28     
|           |  | Pension Plans and Other Postretirement Benefits                                       |  | 28 - 30
|           |  | Contingent Liabilities and Other Matters                                              |  | 30 - 47
|           |  | Fibreboard Settlement Trust                                                           |  | 48 - 49
|           |  | Stock Compensation                                                                    |  | 50     
|           |  | Earnings per Share                                                                    |  | 50 - 51
|           |  | Comprehensive Income/Loss                                                             |  | 51     
|           |  | Income Taxes                                                                          |  | 51 - 52
|           |  | Accounting Pronouncements                                                             |  | 52     
|           |  |                                                                                      
|Item 2.    |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 53 - 76
|           |  |                                                                                      
|Item 3.    |  | Quantitative and Qualitative Disclosures About Market Risk                            |  | 77     
|           |  |                                                                                      
|Item 4.    |  | Controls and Procedures                                                               |  | 77     
|           |  |                                                                                      
|PART II    |  |                                                                                       |  |        
|           |  |                                                                                      
|Item 1.    |  | Legal Proceedings                                                                     |  | 78 - 82
|           |  |                                                                                      
|Item 2.    |  | Unregistered Sales of Equity Securities and Use of Proceeds                           |  | 83     
|           |  |                                                                                      
|Item 3.    |  | Defaults Upon Senior Securities                                                       |  | 83     
|           |  |                                                                                      
|Item 4.    |  | Submission of Matters to a Vote of Security Holders                                   |  | 83     
|           |  |                                                                                      
|Item 5.    |  | Other Information                                                                     |  | 83     
|           |  |                                                                                      
|Item 6.    |  | Exhibits                                                                              |  | 83     
|           |  |                                                                                      
|           |  | Signatures                                                                            |  | 84     
|           |  |                                                                                      
|           |  | Exhibit Index                                                                         |  | 85 - 87



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PART I

ITEM 1. FINANCIAL STATEMENTS



OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME (LOSS)

(unaudited)



|                                                                                                    |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|--------------------------------------------------------------------------------------------------- |  | ------------------------------------ | ----- | - | ------------------------------ | - | ----- | ---- |  | - | ------ | - |  | - | ----- | -
|                                                                                                    |  | Quarter EndedSeptember 30,           |       |   | Nine Months EndedSeptember 30, |  
|                                                                                                    |  | 2005                                 |       |   | 2004                           |   |       | 2005 |  |   | 2004   |  
|                                                                                                    |  | (In millions, except per share data) |      
|NET SALES                                                                                           |  | $                                    | 1,618 |   |                                | $ | 1,541 |      |  | $ | 4,610  |   |  | $ | 4,191 |  
|COST OF SALES                                                                                       |  |                                      | 1,315 |   |                                |   | 1,244 |      |  |   | 3,760  |   |  |   | 3,459 |  
|                                                                                                    |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|Gross margin                                                                                        |  |                                      | 303   |   |                                |   | 297   |      |  |   | 850    |   |  |   | 732   |  
|                                                                                                    |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|OPERATING EXPENSES                                                                                  |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|Marketing and administrative expenses                                                               |  |                                      | 144   |   |                                |   | 131   |      |  |   | 409    |   |  |   | 375   |  
|Science and technology expenses                                                                     |  |                                      | 15    |   |                                |   | 12    |      |  |   | 43     |   |  |   | 34    |  
|Chapter 11 related reorganization items                                                             |  |                                      | 8     |   |                                |   | (5    | )    |  |   | 40     |   |  |   | 33    |  
|Provision for asbestos litigation claims  Owens Corning                                            |  |                                      | (1    | ) |                                |   | (3    | )    |  |   | 3,434  |   |  |   | (3    | )
|Provision for asbestos litigation claims  Fibreboard                                               |  |                                      |      |   |                                |   |      |      |  |   | 907    |   |  |   |      |  
|Other                                                                                               |  |                                      | (2    | ) |                                |   | 9     |      |  |   | (10    | ) |  |   | 12    |  
|                                                                                                    |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|Total operating expenses                                                                            |  |                                      | 164   |   |                                |   | 144   |      |  |   | 4,823  |   |  |   | 451   |  
|                                                                                                    |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|INCOME (LOSS) FROM OPERATIONS                                                                       |  |                                      | 139   |   |                                |   | 153   |      |  |   | (3,973 | ) |  |   | 281   |  
|                                                                                                    |  |                                      |       |  
|Interest expense (income), net                                                                      |  |                                      | 539   |   |                                |   | (14   | )    |  |   | 540    |   |  |   | (12   | )
|                                                                                                    |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|INCOME (LOSS) BEFORE INCOME TAX EXPENSE                                                             |  |                                      | (400  | ) |                                |   | 167   |      |  |   | (4,513 | ) |  |   | 293   |  
|Income tax expense (benefit)                                                                        |  |                                      | (134  | ) |                                |   | 71    |      |  |   | (83    | ) |  |   | 154   |  
|                                                                                                    |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|INCOME (LOSS) BEFORE MINORITY INTEREST AND EQUITY IN NET EARNINGS OF AFFILIATES                     |  |                                      | (266  | ) |                                |   | 96    |      |  |   | (4,430 | ) |  |   | 139   |  
|Minority interest and equity in net earnings of affiliates                                          |  |                                      | (1    | ) |                                |   | (2    | )    |  |   | (7     | ) |  |   | (7    | )
|                                                                                                    |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|NET INCOME (LOSS)                                                                                   |  | $                                    | (267  | ) |                                | $ | 94    |      |  | $ | (4,437 | ) |  | $ | 132   |  
|                                                                                                    |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|NET INCOME (LOSS) PER COMMON SHARE                                                                  |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|Basic net income (loss) per share                                                                   |  | $                                    | (4.82 | ) |                                | $ | 1.70  |      |  | $ | (80.19 | ) |  | $ | 2.38  |  
|                                                                                                    |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|Diluted net income (loss) per share                                                                 |  | $                                    | (4.82 | ) |                                | $ | 1.57  |      |  | $ | (80.19 | ) |  | $ | 2.20  |  
|                                                                                                    |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING AND COMMON EQUIVALENT SHARES DURING THE PERIOD |  |                                      |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|Basic                                                                                               |  |                                      | 55.3  |   |                                |   | 55.3  |      |  |   | 55.3   |   |  |   | 55.3  |  
|                                                                                                    |  |                                      |       |  
|Diluted                                                                                             |  |                                      | 55.3  |   |                                |   | 59.9  |      |  |   | 55.3   |   |  |   | 59.9  |  



The accompanying notes
to consolidated financial statements are an integral part of this statement.



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##### Table of Contents

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET

(unaudited)



|                                                                            |  |                          |        |   |                   |   |        |  
|--------------------------------------------------------------------------- |  | ------------------------ | ------ | - | ----------------- | - | ------ | -
|                                                                            |  | September 30, 2005       |        |   | December 31, 2004 |  
|                                                                            |  | (In millions of dollars) |       
|ASSETS                                                                      |  |                          |        |   |                   |   |        |  
|                                                                            |  |                         
|CURRENT                                                                     |  |                          |        |   |                   |   |        |  
|Cash and cash equivalents                                                   |  | $                        | 1,213  |   |                   | $ | 1,125  |  
|Receivables, less allowances of $20 million in 2005 and $18 million in 2004 |  |                          | 722    |   |                   |   | 527    |  
|Inventories                                                                 |  |                          | 518    |   |                   |   | 445    |  
|Other current assets                                                        |  |                          | 35     |   |                   |   | 31     |  
|                                                                            |  |                          |        |   |                   |   |        |  
|Total current                                                               |  |                          | 2,488  |   |                   |   | 2,128  |  
|                                                                            |  |                          |        |   |                   |   |        |  
|OTHER                                                                       |  |                          |        |   |                   |   |        |  
|Restricted cash  asbestos and insurance related                            |  |                          | 189    |   |                   |   | 188    |  
|Restricted cash, securities, and other  Fibreboard                         |  |                          | 1,428  |   |                   |   | 1,418  |  
|Deferred income taxes                                                       |  |                          | 1,103  |   |                   |   | 999    |  
|Pension-related assets                                                      |  |                          | 492    |   |                   |   | 499    |  
|Goodwill                                                                    |  |                          | 203    |   |                   |   | 198    |  
|Investment in affiliates                                                    |  |                          | 79     |   |                   |   | 82     |  
|Other noncurrent assets                                                     |  |                          | 195    |   |                   |   | 117    |  
|                                                                            |  |                          |        |   |                   |   |        |  
|Total other                                                                 |  |                          | 3,689  |   |                   |   | 3,501  |  
|                                                                            |  |                          |        |   |                   |   |        |  
|PLANT AND EQUIPMENT, at cost                                                |  |                          |        |   |                   |   |        |  
|Land                                                                        |  |                          | 80     |   |                   |   | 80     |  
|Buildings and leasehold improvements                                        |  |                          | 800    |   |                   |   | 803    |  
|Machinery and equipment                                                     |  |                          | 3,312  |   |                   |   | 3,293  |  
|Construction in progress                                                    |  |                          | 151    |   |                   |   | 128    |  
|                                                                            |  |                          |        |   |                   |   |        |  
|                                                                            |  |                          | 4,343  |   |                   |   | 4,304  |  
|Accumulated depreciation                                                    |  |                          | (2,378 | ) |                   |   | (2,294 | )
|                                                                            |  |                          |        |   |                   |   |        |  
|Net plant and equipment                                                     |  |                          | 1,965  |   |                   |   | 2,010  |  
|                                                                            |  |                          |        |   |                   |   |        |  
|TOTAL ASSETS                                                                |  | $                        | 8,142  |   |                   | $ | 7,639  |  
|                                                                            |  |                          |        |   |                   |   |        |  



The accompanying notes
to consolidated financial statements are an integral part of this statement.



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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEET (continued)

(unaudited)



|                                                                                                  |  |                          |        |   |                   |   |        |  
|------------------------------------------------------------------------------------------------- |  | ------------------------ | ------ | - | ----------------- | - | ------ | -
|                                                                                                  |  | September 30, 2005       |        |   | December 31, 2004 |  
|                                                                                                  |  | (In millions of dollars) |       
|LIABILITIES AND STOCKHOLDERS DEFICIT                                                             |  |                          |        |   |                   |   |        |  
|                                                                                                  |  |                         
|CURRENT                                                                                           |  |                          |        |   |                   |   |        |  
|Accounts payable and accrued liabilities                                                          |  | $                        | 926    |   |                   | $ | 909    |  
|Accrued post-petition interest/fees on pre-petition debt                                          |  |                          | 538    |   |                   |   |       |  
|Short-term debt                                                                                   |  |                          | 16     |   |                   |   | 11     |  
|Long-term debt  current portion                                                                  |  |                          | 32     |   |                   |   | 31     |  
|                                                                                                  |  |                          |        |   |                   |   |        |  
|Total current                                                                                     |  |                          | 1,512  |   |                   |   | 951    |  
|                                                                                                  |  |                          |        |   |                   |   |        |  
|LONG-TERM DEBT                                                                                    |  |                          | 37     |   |                   |   | 38     |  
|                                                                                                  |  |                          |        |   |                   |   |        |  
|OTHER                                                                                             |  |                          |        |   |                   |   |        |  
|Pension plan liability                                                                            |  |                          | 730    |   |                   |   | 731    |  
|Other employee benefits liability                                                                 |  |                          | 407    |   |                   |   | 401    |  
|Other                                                                                             |  |                          | 194    |   |                   |   | 178    |  
|                                                                                                  |  |                          |        |   |                   |   |        |  
|Total other                                                                                       |  |                          | 1,331  |   |                   |   | 1,310  |  
|                                                                                                  |  |                          |        |   |                   |   |        |  
|LIABILITIES SUBJECT TO COMPROMISE                                                                 |  |                          | 13,505 |   |                   |   | 9,171  |  
|                                                                                                  |  |                          |        |   |                   |   |        |  
|COMPANY OBLIGATED SECURITIES OF ENTITIES HOLDING SOLELY PARENT DEBENTURES  SUBJECT TO COMPROMISE |  |                          | 200    |   |                   |   | 200    |  
|                                                                                                  |  |                          |        |   |                   |   |        |  
|COMMITMENTS AND CONTINGENCIES (Notes 9 and 10)                                                    |  |                          |        |   |                   |   |        |  
|                                                                                                  |  |                         
|MINORITY INTEREST                                                                                 |  |                          | 49     |   |                   |   | 49     |  
|                                                                                                  |  |                          |        |   |                   |   |        |  
|STOCKHOLDERS DEFICIT                                                                             |  |                          |        |   |                   |   |        |  
|Common stock                                                                                      |  |                          | 6      |   |                   |   | 6      |  
|Additional paid in capital                                                                        |  |                          | 692    |   |                   |   | 692    |  
|Accumulated deficit                                                                               |  |                          | (8,884 | ) |                   |   | (4,447 | )
|Accumulated other comprehensive loss                                                              |  |                          | (305   | ) |                   |   | (330   | )
|Other                                                                                             |  |                          | (1     | ) |                   |   | (1     | )
|                                                                                                  |  |                          |        |   |                   |   |        |  
|Total stockholders deficit                                                                       |  |                          | (8,492 | ) |                   |   | (4,080 | )
|                                                                                                  |  |                          |        |   |                   |   |        |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT                                                       |  | $                        | 8,142  |   |                   | $ | 7,639  |  
|                                                                                                  |  |                          |        |   |                   |   |        |  



The accompanying notes
to consolidated financial statements are an integral part of this statement.



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##### Table of Contents

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF CASH FLOWS

(unaudited)



|                                                                             |  |                                |        |   |      |   |       |  
|---------------------------------------------------------------------------- |  | ------------------------------ | ------ | - | ---- | - | ----- | -
|                                                                             |  | Nine Months EndedSeptember 30, |       
|                                                                             |  | 2005                           |        |   | 2004 |  
|                                                                             |  | (In millions of dollars)       |       
|NET CASH FLOW FROM OPERATIONS                                                |  |                                |        |   |      |   |       |  
|Net income (loss)                                                            |  | $                              | (4,437 | ) |      | $ | 132   |  
|Reconciliation of net cash from operating activities                         |  |                                |        |   |      |   |       |  
|Noncash items:                                                               |  |                                |        |   |      |   |       |  
|Provision for asbestos litigation claims                                     |  |                                | 4,342  |   |      |   |      |  
|Provision for depreciation and amortization                                  |  |                                | 177    |   |      |   | 167   |  
|Provision for impairment of fixed assets                                     |  |                                | 6      |   |      |   |      |  
|Provision (credit) for deferred income taxes                                 |  |                                | (133   | ) |      |   | 81    |  
|Provision for pension and other employee benefits                            |  |                                | 86     |   |      |   | 88    |  
|Provision for post-petition interest/fees on pre-petition debt               |  |                                | 538    |   |      |   |      |  
|Other                                                                        |  |                                | 13     |   |      |   | 27    |  
|Increase in receivables                                                      |  |                                | (205   | ) |      |   | (200  | )
|Increase in inventories                                                      |  |                                | (81    | ) |      |   | (37   | )
|Increase in accounts payable and accrued liabilities                         |  |                                | 57     |   |      |   | 44    |  
|Pension fund contribution                                                    |  |                                | (47    | ) |      |   | (225  | )
|Payments for other employee benefits                                         |  |                                | (24    | ) |      |   | (23   | )
|Increase in restricted cash, securities, and other  Fibreboard              |  |                                | (11    | ) |      |   | (19   | )
|Proceeds from insurance for asbestos litigation claims, excluding Fibreboard |  |                                | 1      |   |      |   | 3     |  
|Other                                                                        |  |                                | (16    | ) |      |   | 21    |  
|                                                                             |  |                                |        |   |      |   |       |  
|Net cash flow from operations                                                |  |                                | 266    |   |      |   | 59    |  
|                                                                             |  |                                |        |   |      |   |       |  
|NET CASH FLOW FROM INVESTING                                                 |  |                                |        |   |      |   |       |  
|Additions to plant and equipment                                             |  |                                | (175   | ) |      |   | (147  | )
|Investment in subsidiaries, net of cash acquired                             |  |                                | (3     | ) |      |   | (86   | )
|Proceeds from the sale of assets or affiliate                                |  |                                | 8      |   |      |   | 7     |  
|                                                                             |  |                                |        |   |      |   |       |  
|Net cash flow from investing                                                 |  |                                | (170   | ) |      |   | (226  | )
|                                                                             |  |                                |        |   |      |   |       |  
|NET CASH FLOW FROM FINANCING                                                 |  |                                |        |   |      |   |       |  
|Proceeds from issuing long-term debt                                         |  |                                | 7      |   |      |   |      |  
|Payments on long-term debt                                                   |  |                                | (13    | ) |      |   | (13   | )
|Net increase in short-term debt                                              |  |                                | (2     | ) |      |   |      |  
|Net decrease in subject to compromise                                        |  |                                | (3     | ) |      |   | (5    | )
|Other                                                                        |  |                                | 2      |   |      |   |      |  
|                                                                             |  |                                |        |   |      |   |       |  
|Net cash flow from financing                                                 |  |                                | (9     | ) |      |   | (18   | )
|                                                                             |  |                                |        |   |      |   |       |  
|Effect of exchange rate changes on cash                                      |  |                                | 1      |   |      |   | 2     |  
|                                                                             |  |                                |        |   |      |   |       |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                         |  |                                | 88     |   |      |   | (183  | )
|Cash and cash equivalents at beginning of period                             |  |                                | 1,125  |   |      |   | 1,005 |  
|                                                                             |  |                                |        |   |      |   |       |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   |  | $                              | 1,213  |   |      | $ | 822   |  
|                                                                             |  |                                |        |   |      |   |       |  



The accompanying notes
to consolidated financial statements are an integral part of this statement.



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##### Table of Contents

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11



On October 5, 2000 (the Petition Date), Owens Corning and the 17 United States subsidiaries listed below (collectively with Owens Corning, the Debtors) filed voluntary petitions for relief (the Filing)
under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the USBC):



|                                    |  |                                         
|----------------------------------- |  | ----------------------------------------
|CDC Corporation                     |  | Integrex Testing Systems LLC            
|Engineered Yarns America, Inc.      |  | HOMExperts LLC                          
|Falcon Foam Corporation             |  | Jefferson Holdings, Inc.                
|Integrex                            |  | Owens-Corning Fiberglas Technology, Inc.
|Fibreboard Corporation              |  | Owens Corning HT, Inc.                  
|Exterior Systems, Inc.              |  | Owens-Corning Overseas Holdings, Inc.   
|Integrex Ventures LLC               |  | Owens Corning Remodeling Systems, LLC   
|Integrex Professional Services LLC  |  | Soltech, Inc.                           
|Integrex Supply Chain Solutions LLC |  |                                         



The Debtors are currently operating
their businesses as debtors-in-possession in accordance with provisions of the Bankruptcy Code. The Chapter 11 cases of the Debtors (collectively, the Chapter 11 Cases) are being jointly administered under Case No. 00-3837 (JKF).



The referenced Chapter 11 cases do not include any other United States or
foreign subsidiaries of Owens Corning (collectively, the Non-Debtor Subsidiaries). As described more fully below under the heading The Plan of Reorganization, it is possible that certain of such Non-Debtor Subsidiaries that
issued guarantees with respect to Owens Cornings primary pre-petition bank credit facility (the Pre-Petition Credit Facility), which is in default, may file petitions for relief under Chapter 11 of the Bankruptcy Code under certain
circumstances.



The Debtors filed for relief under Chapter 11 to address the
growing demands on Owens Cornings cash flow resulting from its multi-billion dollar asbestos liability. This liability is discussed in greater detail in Note 9 to the Consolidated Financial Statements.



Overseeing Federal District Court



In late 2001, all of the asbestos-related Chapter 11 cases pending in the District of
Delaware (the Chapter 11 Cases of Owens Corning and the cases of Armstrong World Industries, Inc., W.R. Grace & Co., Federal-Mogul Global, Inc., and USG Corporation) were ordered transferred to the United States District Court for the District
of Delaware (the District Court) before Judge Alfred M. Wolin to facilitate development and implementation of a coordinated plan for management (the Administrative Consolidation). The District Court entered an order referring
the Chapter 11 Cases back to the USBC, where they were previously pending, subject to its ongoing right to withdraw such referral with respect to any proceedings or issues (the applicable court from time to time responsible for any particular aspect
of the Chapter 11 Cases being hereinafter referred to as the Bankruptcy Court).



On May 27, 2004, the United States Court of Appeals for the Third Circuit (the Third Circuit) assigned Judge John P. Fullam of the United States District Court, Eastern District of Pennsylvania, to replace
Judge Wolin in the Chapter 11 Cases. In addition, the Third Circuit assigned other judges to sit on other of the cases that had previously been consolidated under the terms of the Administrative Consolidation, effectively terminating the
consolidation.



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



Consequence of the Filing



As a consequence of the Filing, all pending litigation against the Debtors was stayed
automatically by section 362 of the Bankruptcy Code and, absent further order of the Bankruptcy Court, no party may take any action to recover on pre-petition claims against the Debtors. In addition, pursuant to section 365 of the Bankruptcy Code,
the Debtors may reject or assume pre-petition executory contracts and unexpired leases, and other parties to contracts or leases that are rejected may assert rejection damages claims as permitted by the Bankruptcy Code.



Two creditors committees, one representing asbestos claimants (the Official
Committee of Asbestos Claimants) and the other representing unsecured creditors (the Official Committee of Unsecured Creditors), have been appointed as official committees in the Chapter 11 Cases. In addition, the Bankruptcy Court
has appointed James J. McMonagle as Legal Representative for the class of future asbestos personal injury claimants against one or more of the Debtors. The two committees and the Legal Representative have the right to be heard on all matters that
come before the Bankruptcy Court.



Owens Corning anticipates that substantially
all liabilities of the Debtors as of the Petition Date will be resolved under one or more Chapter 11 plans of reorganization to be proposed and voted on in the Chapter 11 Cases in accordance with the provisions of the Bankruptcy Code. On January 17,
2003, the Debtors, together with the Official Committee of Asbestos Claimants and the Legal Representative for the class of future asbestos claimants, filed a proposed joint plan of reorganization in the USBC. The same proponents filed a proposed
amended joint plan of reorganization in the USBC on March 28, 2003, a proposed second amended joint plan of reorganization in the USBC on May 23, 2003, a proposed third amended joint plan of reorganization in the USBC on August 8, 2003, and a
proposed fourth amended joint plan of reorganization (as so amended through such fourth amendment, the Plan) in the USBC on October 24, 2003.



The holders of the debt under the Pre-Petition Credit Facility, and certain other members of the major non-asbestos creditor groups, have indicated that they continue to
oppose the Plan. There can be no assurance that a plan supported by Owens Corning and less than all of the major creditor groups will be confirmed by the Bankruptcy Court and consummated. The Debtors have the exclusive right to file and solicit
acceptances to a plan of reorganization through November 14, 2005. In addition, Owens Corning is unable to predict what impact the disposition of any of the litigation and other matters described below will have on the timing of the confirmation of
a plan or plans of reorganization or its effect, if any, on the terms thereof.



Any plan of reorganization is subject to confirmation by the Bankruptcy Court. Because the Plan is based on certain assumptions, negotiating positions and valuations that have changed in light of, among other things, the legal developments
discussed below or are otherwise subject to change, it is expected that the Plan will be significantly amended prior to confirmation. In particular, the Plan, as it relates to Debtors other than Fibreboard, is currently premised upon the substantive
consolidation of Owens Corning and certain of its direct and indirect subsidiaries (but not the Fibreboard Settlement Trust (see Note 10 to the Consolidated Financial Statements)) for the purposes of voting, determining which claims and interests
will be entitled to vote to accept or reject the Plan, confirmation of the Plan, and the resultant discharge of and cancellation of claims and interests and distribution of assets, interests and other property under the Plan. On October 5, 2004, the
District Court issued a Memorandum and Order Concerning Substantive Consolidation (the Substantive Consolidation Order). In the Substantive Consolidation Order, the District Court granted the Debtors motion for substantive
consolidation. On October 13, 2004, the holders of the debt under the Pre-Petition Credit Facility filed an appeal of the Substantive Consolidation



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



Order with the Third Circuit. On August 15, 2005, the Third Circuit reversed the Substantive
Consolidation Order. The Legal Representative for the class of future asbestos personal injury claimants and certain designated members of the Official Committee of Unsecured Creditors subsequently filed petitions for rehearing en banc of the Third
Circuits decision. Those petitions for rehearing were denied by the Third Circuit on September 28, 2005. The Third Circuits reversal of the District Courts Substantive Consolidation Order, unless reversed by the United States
Supreme Court (if an appeal from the Third Circuits decision is filed), is expected to result in significant modifications of the Plan and may impact the relative amounts ultimately payable to the Companys various creditor classes,
including the extent to which post-petition interest and certain other post-petition fees may be payable on the Pre-Petition Credit Facility.



As a result of the Third Circuits reversal of the District Courts Substantive Consolidation Order and Owens Cornings current evaluation of the
distributable values (considered on a non-substantively consolidated basis) of Owens Corning and certain of its Debtor and non-Debtor subsidiaries, Owens Corning has recorded, for the period ended September 30, 2005, expenses with respect to the
Pre-Petition Credit Facility for the period from the Petition Date through September 30, 2005, in the amount of $531 million ($322 million after tax) relating to post-petition interest and $7 million ($4 million after tax) relating to certain other
post-petition fees. These expenses have been accrued at this time because Owens Corning has determined that, based upon the Third Circuits reversal of the Substantive Consolidation Order and Owens Cornings resulting evaluation of the
distributable values (considered on a non-substantively consolidated basis) of Owens Corning and certain of its Debtor and non-Debtor subsidiaries, it is probable that such expenses will be payable by certain of the Debtors and/or non-Debtor
subsidiaries which are either obligors under, or guarantors of, the Pre-Petition Credit Facility. The recorded amount of $538 million is Owens Cornings best estimate of the potential liability for post-petition interest and certain other
post-petition fees on the Pre-Petition Credit Facility through September 30, 2005 and, with respect to interest, reflects the application of the Base Rate plus 2% (as described below) applied on a non-compounding basis. However, this estimate is
based on numerous factual and legal uncertainties, including the interpretation of contractual provisions concerning such interest and other fees, and Owens Corning reserves the right to object, if and as appropriate in its judgment, to the ultimate
entitlements to such interest and other fees and to the amount of such interest and other fees in the Chapter 11 Cases (or other proceedings). Moreover, the actual amount of post-petition interest and fees, if any, that may be payable with respect
to the Pre-Petition Credit Facility is subject to various factors, including the outcome of negotiations among various creditor constituencies and/or the resolution of litigation between various claimants regarding the liability of Owens Corning and
its subsidiaries for certain pre-petition liabilities. Absent developments that alter Owens Cornings determination as to the probability that post-petition interest and other fees will be payable or the best estimate of the amount of
post-petition interest and other fees that may be payable, and subject to the distributable values it estimates from time to time are available to satisfy such post-petition interest and other fees under the Pre-Petition Credit Facility on a
non-substantively consolidated basis, Owens Corning expects to continue to accrue interest on the Pre-Petition Credit Facility in future periods, to the extent required under applicable law, at a rate equal to the Base Rate (as defined in the
Pre-Petition Credit Facility) plus 2%. The Base Rate (as defined in the Pre-Petition Credit Facility) is a floating rate equal to the higher of (i) the prime commercial lending rate of Credit Suisse First Boston and (ii) the Federal Funds Rate plus
0.50% per annum. Actual amounts of post-petition interest and other fees, if any, that are ultimately determined payable under the Pre-Petition Credit Facility for the period from the Petition Date through September 30, 2005 or for future periods
may be significantly higher or lower than the amounts indicated above. For example, certain holders of debt under the Pre-Petition Credit Facility have taken the position that the provisions of the Pre-Petition Credit Facility should be interpreted
as providing for post-petition interest amounts that are in the range of double the amounts indicated above, whereas certain other parties have taken the position that there exist legal theories under which no post-petition interest would be
payable.



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



As to Fibreboard, the Plan contemplates that the assets available to satisfy Fibreboard
liabilities (which are generally limited to asbestos-related liabilities) will be limited to the assets of the Fibreboard Settlement Trust and certain other specified assets.



A six-day claims estimation hearing was held before the District Court beginning January 13, 2005. The purpose of the claims estimation
hearing was to establish the amount of Owens Cornings and Fibreboards current and future asbestos liability to be allowed as claims in the Chapter 11 Cases. In general, the holders of the debt under the Pre-Petition Credit Facility
argued that the amount of such asbestos liability should be set at an amount significantly lower than the amounts reserved for asbestos claims on the financial statements of the Debtors, and the Official Committee of Asbestos Claimants and the Legal
Representative for the class of future asbestos claimants argued that such asbestos liability should be set at a significantly higher level. On March 31, 2005, the District Court issued a Memorandum and Order estimating the total amount of
contingent and unliquidated claims against Owens Corning for personal injury or death caused by exposure to asbestos (including pending claims, future claims and contract claims) at $7 billion. After the District Court denied their motion for
reconsideration, the holders of the debt under the Pre-Petition Credit Facility, as well as certain other parties, appealed the District Courts ruling to the Third Circuit. Briefing with respect to such appeal has not yet been completed. As a
result of the District Courts estimation, Owens Corning increased its reserve for potential asbestos-related liability by $3.435 billion for the period ended March 31, 2005, so that its recorded reserve equaled the level of asbestos liability
estimated by the District Court (see Note 9 to the Consolidated Financial Statements). Although the District Courts Memorandum and Order did not specifically address the potential asbestos-related liability of Fibreboard, based upon the
analysis that the District Court had followed in establishing estimated asbestos liability for Owens Corning, Owens Corning also increased Fibreboards recorded reserve for potential asbestos-related liability by $907 million for the period
ended March 31, 2005.



Related Developments



PROPOSED ASBESTOS LEGISLATION



Senators Arlen Specter (R-PA) and Patrick Leahy (D-VT) co-sponsored an asbestos litigation
reform bill (S-852) introduced in the United States Senate on April 19, 2005. The proposed legislation is entitled the Fairness in Asbestos Injury Resolution Act of 2005 (the FAIR Act). The proposed legislation was voted out of the
Senate Judiciary Committee on May 26, 2005, but it has not yet been considered by the full Senate, and no action to do so has yet been scheduled.



If enacted into law, the FAIR Act would establish an administrative claims resolution structure through which all asbestos personal injury claims would be channeled and
reviewed. The FAIR Act would also establish a national trust fund, funded through mandated contributions from defendant companies, insurance companies and existing trusts, that would be the source of compensation of all approved claims. Under terms
of the FAIR Act, companies like Owens Corning and Fibreboard, that have filed for bankruptcy but have not yet emerged through a confirmed plan of reorganization, would be included as participants in the resolution structure.



The legislative fate of the FAIR Act remains uncertain, and Owens Corning is unable to
predict whether the FAIR Act will be enacted or, if it is enacted, what its final form would be or what the effect, if any,



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



would be on Owens Corning and Fibreboard or their plan or plans of reorganization. The
provisions of any legislation ultimately enacted may have a material effect on the amount of liability that Owens Corning and Fibreboard ultimately have for asbestos-related claims, which could be less than the amounts reserved for in Owens
Cornings financial statements.



OTHER
MATTERS FILED IN THE USBC



On or about October 17, 2003, the Official
Committee of Unsecured Creditors filed a motion in the USBC requesting appointment of a Chapter 11 trustee to assume control of the Chapter 11 Cases due to alleged breach of the Debtors fiduciary duty of undivided loyalty to act in the best
interest of all creditors. After such motion was dismissed by the USBC for failure to comply with local court rules, the Official Committee of Unsecured Creditors re-filed such motion on October 30, 2003. A supplement to the motion of the Official
Committee of Unsecured Creditors was filed on May 28, 2004, and various filings in opposition to such supplemented motion were filed by the Debtors, the Legal Representative for the class of future asbestos claimants, and the Official Committee of
Asbestos Claimants. Further proceedings on this matter have been voluntarily continued by the movants on a monthly basis.



On or about May 24, 2004, Credit Suisse First Boston, Kensington International Limited, Springfield Associates LLC and Angelo Gordon filed a motion in the USBC requesting
the appointment of a Chapter 11 examiner to examine (i) allegations of improper conduct by management of the Debtors, (ii) alleged breaches of fiduciary duty by management of the Debtors resulting from the influence of the Legal Representative for
the class of future asbestos claimants and the Official Committee of Asbestos Claimants on the process of developing a Plan and the tort estimation process, (iii) alleged connections between the asbestos plaintiffs interests, a Court appointed
mediator, and the Debtors asbestos liability estimation firm, and (iv) other alleged improper conduct. Owens Corning, the Legal Representative for the class of future asbestos claimants, and the Official Committee of Asbestos Claimants have
each filed responsive pleadings to the motion. The USBC has continued further proceedings on the motion pending issuance of a final order on the motion (described in the preceding paragraph) requesting appointment of a Chapter 11 trustee.



The Debtors believe that the two motions described above are without merit and
intend to continue to vigorously oppose them in appropriate proceedings.



The Plan of Reorganization



In light of the Third
Circuits reversal of the Substantive Consolidation Order described above, Owens Corning expects that the terms, conditions and provisions of the Plan will change significantly and will likely remain the subject of continuing negotiations or
litigation to resolve differences among the creditor constituencies as to their treatment. For example, the Third Circuits reversal of the District Courts Substantive Consolidation Order, unless reversed by the United States Supreme
Court, may impact the relative amounts ultimately payable to the Companys various creditor classes, including the extent to which post-petition interest may be payable on the Pre-Petition Credit Facility. Accordingly, Owens Corning is unable
to predict at this time what the treatment of creditors and equity holders of the respective Debtors will ultimately be under any plan or plans of reorganization finally confirmed.



The current Plan provides for partial payment of all unsecured creditors allowed claims, in the form of distributions of new common
stock and notes of the reorganized company, and cash. Additional distributions from potential insurance and other third-party claims may also be paid to certain classes of unsecured creditors, but the Plan currently contemplates that all classes of
pre-petition unsecured creditors



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



will be impaired. Therefore, the Plan also provides that the existing common stock of Owens
Corning will be cancelled, and that current shareholders will receive no distribution or other consideration in exchange for their shares. It is impossible to predict at this time the terms and provisions of any plan or plans of reorganization that
may ultimately be confirmed, when a plan or plans of reorganization will be confirmed, or the treatment of creditors and equity holders thereunder.



As part of the Plan, Owens Corning intends to effect an internal restructuring in order to adopt a holding company structure. This internal restructuring is expected to
be refined further as steps are taken to implement it.



The percentage recovery
and value of the payments ultimately made under the Plan to each class of creditors will depend upon a number of factors. Those factors include the value of the shares of new common stock and notes to be issued by the Company, the amount of cash
available for distribution, the resolution of certain inter-creditor issues, and the ultimate amount of Owens Cornings and Fibreboards current and future asbestos liability.



The Plan provides that the amount of the current and future asbestos personal injury claims to be allowed in the Chapter 11 Cases against
Owens Corning and Fibreboard would be determined by the Bankruptcy Court. A six-day claims estimation hearing was held before the District Court beginning January 13, 2005. The purpose of the claims estimation hearing was to establish the amount of
current and future asbestos liability to be allowed in the Chapter 11 Cases. In general, the holders of the debt under the Pre-Petition Credit Facility argued that the amount of the Companys current and future asbestos liability should be set
at an amount significantly lower than the amounts reserved for asbestos claims on the financial statements of the Debtors, and the Official Committee of Asbestos Claimants and the Legal Representative for the class of future asbestos claimants
argued that such asbestos liability should be set at a significantly higher level. On March 31, 2005, the District Court issued a Memorandum and Order estimating the total amount of contingent and unliquidated claims against Owens Corning for
personal injury or death caused by exposure to asbestos (including pending claims, future claims and contract claims) at $7 billion. After the District Court denied their motion for reconsideration, the holders of the debt under the Pre-Petition
Credit Facility, as well as certain other parties, appealed the District Courts ruling to the Third Circuit. Briefing with respect to such appeal has not yet been completed. As a result of the District Courts estimation, Owens Corning
increased its reserve for potential asbestos-related liability by $3.435 billion for the period ended March 31, 2005, so that its recorded reserve equaled the level of asbestos liability estimated by the District Court. Although the District
Courts Memorandum and Order did not specifically address the potential asbestos-related liability of Fibreboard, based upon the analysis that the District Court had followed in establishing estimated asbestos liability for Owens Corning, Owens
Corning also increased Fibreboards recorded reserve for potential asbestos-related liability by $907 million for the period ended March 31, 2005.



Any disagreements raised by creditors with the terms of the Plan are expected to be handled through negotiation or litigation as part of the confirmation process. Owens
Corning is unable to predict the timing or outcome of such negotiation or litigation.



Under the Plan, a majority of the newly issued common stock, together with notes, and cash, as well as the assets of the existing Fibreboard Settlement Trust (see Note 10 to the Consolidated Financial Statements) and specified other assets,
will fund a new trust created under the Plan intended to qualify under section 524(g) of the Bankruptcy Code. The section 524(g) trust will, through separate sub-accounts for Owens Corning and Fibreboard, assume all asbestos-related liability of
Owens Corning and Fibreboard and will, through those separate sub-accounts, make payments to claimants in accordance with



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



the trust distribution procedures included as part of the Plan. The Plan contemplates that
the assets of the existing Fibreboard Settlement Trust and certain other assets will fund only the separate Fibreboard sub-account and, as a result, those amounts will not be available under the Plan to pay claims against Owens Corning. Conversely,
only the assets in the Fibreboard sub-account will be available to pay claims against Fibreboard. In addition, the Plan provides for an injunction by the Bankruptcy Court pursuant to section 524(g) of the Bankruptcy Code that will enjoin actions
against the reorganized Debtors, their respective subsidiaries, and certain of their affiliates, for the purpose of, directly or indirectly, collecting, recovering or receiving payment of, on, or with respect to any claims resulting from
asbestos-containing products allegedly manufactured, sold or installed by Owens Corning, Fibreboard, or any other Debtor, which claims will be paid in whole or in part by the section 524(g) trust. Similar plans of reorganization have been confirmed
in the Chapter 11 cases of other companies involved in asbestos-related litigation. Section 524(g) of the Bankruptcy Code provides that, if certain specified conditions are satisfied, a court may issue a supplemental permanent injunction barring the
assertion of asbestos-related claims or demands against the reorganized company and channeling those claims to an independent trust.



Since, as described above, it is likely that the Plan will be substantially revised and will be the subject of continuing negotiations or litigation, Owens Corning is
unable to predict at this time what the treatment of inter-company claims, and other inter-company and intra-company arrangements, transactions and relationships that were entered into prior to the Petition Date, will ultimately be under any plan or
plans of reorganization finally confirmed. Such matters and other arrangements, transactions and relationships may be challenged by various parties in the Chapter 11 Cases and payments and other obligations in respect thereof may be restricted or
modified by order of, or subject to review and approval by, the Bankruptcy Court. The outcome of such challenges and other actions, if any, may have an impact on the treatment of various claims under the plan or plans ultimately confirmed and on the
respective assets, liabilities and results of operations of Owens Corning and its direct and indirect subsidiaries. For example, Owens Corning is unable to predict at this time what the treatment will ultimately be under any such plan or plans with
respect to (1) the guarantees issued by certain of Owens Cornings U.S. subsidiaries, including Owens-Corning Fiberglas Technology Inc. (OCFT) and IPM Inc., a Non-Debtor Subsidiary that holds Owens Cornings ownership interest
in a majority of Owens Cornings foreign subsidiaries (IPM), with respect to Owens Cornings Pre-Petition Credit Facility or (2) OCFTs license agreements with Owens Corning and Exterior Systems, Inc.
(Exterior), an indirect wholly-owned subsidiary of Owens Corning, pursuant to which OCFT licenses intellectual property to Owens Corning and Exterior. As described above, as a result of the Third Circuits reversal of the District
Courts Substantive Consolidation Order and Owens Cornings current evaluation of the distributable values (considered on a non-substantively consolidated basis) of Owens Corning and certain of its Debtor and non-Debtor subsidiaries, Owens
Corning has recorded, for the period ended September 30, 2005, expenses with respect to the Pre-Petition Credit Facility for the period from the Petition Date through September 30, 2005, in the amount of $531 million ($322 million after tax)
relating to post-petition interest and $7 million ($4 million after tax) relating to certain other post-petition fees. These expenses have been accrued at this time because Owens Corning has determined that, based upon the Third Circuits
reversal of the Substantive Consolidation Order and Owens Cornings resulting evaluation of the distributable values (considered on a non-substantively consolidated basis) of Owens Corning and certain of its Debtor and non-Debtor subsidiaries,
it is probable that such expenses will be payable by certain of the Debtors and/or non-Debtor subsidiaries which are either obligors under, or guarantors of, the Pre-Petition Credit Facility. In the event that no acceptable alternative arrangement
is reached to release such entities from their guaranty obligations, it is possible that IPM as well as Vytec Corporation and Owens-Corning Fiberglas Sweden Inc., two other Non-Debtor Subsidiaries that have issued guarantees in connection with the
Pre-Petition Credit Facility, may file for relief under Chapter 11 of the Bankruptcy Code, and may join in the proposal of a plan or plans of reorganization consistent with the Plan as such may be modified as discussed above.



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



The Bankruptcy Court may confirm a plan of reorganization only upon making certain findings
required by the Bankruptcy Code, and a plan may be confirmed over the dissent of non-accepting creditors and equity security holders if certain requirements of the Bankruptcy Code are met. In this respect, unless a consensual arrangement among all
impaired creditor classes is agreed to, the Companys plan of reorganization is expected to provide for certain cramdown provisions, whereby the plan could be confirmed over the objections of one or more classes of unapproving
creditors in the event that certain percentages in dollar amount and in number of specified classes of creditors accept the plan and vote in favor of it.



The payment rights and other entitlements of pre-petition creditors and Owens Cornings shareholders may be substantially altered by any plan or plans of
reorganization confirmed in the Chapter 11 Cases, and the pre-petition creditors of some Debtors may be treated differently than those of other Debtors.



Pursuant to the Bankruptcy Code, schedules have been filed by the Debtors with the Bankruptcy Court setting forth the assets and liabilities of the Debtors as of the
Petition Date. Differences between amounts recorded by the Debtors and claims filed by creditors will be investigated and resolved as part of the proceedings in the Chapter 11 Cases.



Bar Dates for Filing Claims



GENERAL BAR DATE



In connection with the Chapter 11 Cases, the Bankruptcy Court set April 15, 2002 as the last date by which holders of certain pre-petition claims against the Debtors must
file their claims (the General Bar Date). The General Bar Date does not apply to asbestos-related personal injury claims and asbestos-related wrongful death claims (other than claims for contribution, indemnity, reimbursement, or
subrogation). Generally, any holder of a claim that was required to file a claim by the General Bar Date and did not do so will be barred from asserting such claim against any of the Debtors and will not participate in any distribution in any of the
Chapter 11 Cases on account of such claim.



Approximately 25,000 proofs of
claim (including late-filed claims), totaling approximately $16.6 billion, alleging a right to payment from a Debtor were filed with the Bankruptcy Court in response to the General Bar Date. As to the Pre-Petition Credit Facility, the claim total
reflects only a single claim (in the amount of approximately $1.6 billion) although the holders have asserted this claim against Owens Corning and each of six other Debtors that issued a guarantee with respect to the facility. Owens Corning
continues to investigate the filed claims to determine their validity. The Bankruptcy Court will ultimately determine liability amounts that will be allowed for claims in the Chapter 11 Cases.



In its review of the filed claims, Owens Corning identified approximately 16,000 claims,
totaling approximately $8.6 billion, which it believed should be disallowed by the Bankruptcy Court, primarily because they appeared to be duplicate claims or claims that were not related to the indicated Debtor (the Objectionable
Claims). Owens Corning filed omnibus objections to certain of these Objectionable Claims and likely will file additional objections. As of September 30, 2005, approximately 7,000 of the Objectionable Claims, totaling approximately $5.7
billion, had either been withdrawn by the claimants or disallowed by the Bankruptcy Court, and other of such claims had been reduced by the claimants by approximately $1.8 billion. While the Bankruptcy Court will ultimately determine liability
amounts, if any, that will be allowed as part of the Chapter 11 Cases, Owens Corning believes that all or substantially all of the remaining Objectionable Claims will be disallowed.



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



In addition to the Objectionable Claims described above, the remaining filed proofs of claim
included approximately 9,000 claims, totaling approximately $8.0 billion. As of September 30, 2005, approximately 1,000 of these claims, totaling approximately $0.4 billion, had either been withdrawn by the claimants, disallowed by the Bankruptcy
Court, or otherwise resolved, and other of such claims had been reduced by the claimants by approximately $0.3 billion. The remaining claims consist of:



| |  | Approximately 2,900 claims, totaling approximately $1.4 billion, associated with asbestos-related contribution, indemnity, reimbursement, or subrogation claims. Owens Corning will
address all asbestos-related personal injury and wrongful death claims in the future as part of the Chapter 11 Cases. See Note 9 to the Consolidated Financial Statements for additional information concerning asbestos-related liabilities.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Approximately 100 claims, totaling approximately $0.6 billion, alleging asbestos-related property damage. Most of these claims were submitted with insufficient documentation to
assess their validity. Owens Corning expects to vigorously defend any asserted asbestos-related property damage claims in the Bankruptcy Court. Based upon its historic experience in respect of asbestos-related property damage claims, Owens Corning
does not anticipate significant liability from any such claims.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Approximately 5,000 claims, totaling approximately $5.3 billion, alleging rights to payment for financing, environmental, trade debt and other matters (the General
Claims). The Company has recorded approximately $3.5 billion in liabilities for these claims. Based upon the claims information submitted, the General Claims with the largest variance from the recorded amounts are: claims by the United States
Department of Treasury, totaling approximately $538 million, in connection with taxes (see discussion regarding the tax claims and related settlement under the heading Tax Claim in Note 9 to the Consolidated Financial Statements); a
contingent claim for approximately $458 million by the Pension Benefit Guaranty Corporation, as described more fully under the heading PBGC Claim in Note 9 to the Consolidated Financial Statements; a $275 million class action claim
involving alleged problems with a specialty roofing product, (see discussion of this claim and pending settlement under the heading Specialty Roofing Claim in Note 9 to the Consolidated Financial Statements); environmental claims
totaling approximately $109 million; and claims for contract rejections, totaling approximately $95 million, of which approximately $28 million are protective claims covering contracts which have not been rejected by the Debtors as of September 30,
2005.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Owens Corning has recorded liability amounts for those
claims that can be reasonably estimated and which it believes are probable of being allowed by the Bankruptcy Court. At this time, it is impossible to reasonably estimate the value of all the claims that will ultimately be allowed by the Bankruptcy
Court, due to the uncertainties of the Chapter 11 process, the in-progress state of Owens Cornings investigation of submitted claims, and the lack of documentation submitted in support of many claims. Owens Corning continues to evaluate claims
filed in the Chapter 11 Cases and will make such adjustments as may be appropriate. Any such adjustments could be material to the Companys consolidated financial position and results of operations in any given period. For a discussion of
liability amounts in respect of asbestos personal injury claims, see Note 9 to the Consolidated Financial Statements.



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



ASBESTOS BAR DATE



A bar date for filing proofs of claim against the Debtors with respect to asbestos-related
personal injury claims and asbestos-related wrongful death claims (other than claims for contribution, indemnity, reimbursement, or subrogation) has not been set. On April 11, 2003, the Official Committee of Unsecured Creditors filed a motion
seeking establishment of a bar date for such asbestos-related claims. On April 25, 2003, the District Court entered an order withdrawing the reference of the Chapter 11 Cases to the USBC with respect to such motion, and staying all proceedings on
such motion pending further order of the District Court.



As indicated above,
the General Bar Date does not apply to asbestos-related personal injury claims and asbestos-related wrongful death claims (other than claims for contribution, indemnity, reimbursement, or subrogation). Despite this, approximately 3,300 proofs of
claim (in addition to claims described above under General Bar Date), totaling approximately $2.6 billion, with respect to asbestos-related personal injury or wrongful death were filed with the Bankruptcy Court in response to the General
Bar Date. Of these claims, Owens Corning has identified approximately 1,200, totaling approximately $0.5 billion, as Objectionable Claims. Of the remaining claims, Owens Corning believes that a substantial majority represent claimants that had
previously asserted asbestos-related claims against the Company.



As noted
above, under the Plan, all asbestos-related personal injury and wrongful death claims will be channeled to the section 524(g) trust, subject to approval by the Bankruptcy Court. See Note 9 to the Consolidated Financial Statements for additional
information concerning asbestos-related liabilities.



As described above, on
March 31, 2005, the District Court issued a Memorandum and Order estimating the total amount of contingent and unliquidated claims against Owens Corning for personal injury or death caused by exposure to asbestos (including pending claims, future
claims and contract claims) at $7 billion. After the District Court denied their motion for reconsideration, the holders of the debt under the Pre-Petition Credit Facility, as well as certain other parties, appealed the District Courts ruling
to the Third Circuit. Briefing with respect to such appeal has not yet been completed. The Memorandum and Order did not specifically address the potential asbestos-related liability of Fibreboard. In addition, the Memorandum and Order did not
address whether a bar date would be established for asbestos-related personal injury or wrongful death claims as to either Owens Corning or Fibreboard.



Avoidance Actions



Under the Bankruptcy Code, October 4, 2002 was the deadline by which the Debtors, on behalf of the bankruptcy estates, could bring adversary actions seeking the return of
potentially avoidable transfers made by the Debtors to certain parties within a prescribed period prior to the commencement of the Chapter 11 Cases. As part of their review of potentially avoidable transactions, the Debtors (1) negotiated tolling
agreements with some of the recipients of the preferential transfers in order to toll the time period in which to bring an avoidance action; (2) determined not to prosecute certain of those potential avoidance actions that were not the subject of
tolling agreements; and (3) instituted, prior to the October 4, 2002 deadline, a total of 19 adversarial actions, including 3 preference actions, 1 turnover action, and 15 avoidance actions, as described further below. All such actions were
commenced in the USBC.



Among the parties who were identified by the Debtors as
having received potentially avoidable transfers were (a) 12 present and former officers that received certain pre-petition incentive payments exceeding a threshold in the aggregate per officer; (b) one director that received a pre-petition pension
payment; and (c) a joint venture affiliate of the Company that received approximately $3.8 million in the one-year period prior to the commencement of the Chapter 11 Cases.



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



The Debtors have executed tolling agreements with all 12 present and former officers and the
director, as well as with certain other parties identified as having received potentially avoidable transfers. After initially being covered by a tolling agreement, the claim against the joint venture affiliate was subsequently released as part of a
Bankruptcy Court approved settlement with the affiliate, entered into in connection with the affiliates separate bankruptcy proceedings.



The adversary actions were commenced against various other defendants seeking, among other things, (a) avoidance of certain guarantees and certain preferential payments
made in connection with Owens Cornings Pre-Petition Credit Facility (the Pre-Petition Credit Facility Action); (b) the return of up to approximately $515 million paid by the Company to shareholders of Fibreboard in connection with
the Companys purchase of Fibreboard in 1997 (the FBD Shareholder Action); (c) the return of up to approximately $61.8 million paid by the Company to shareholders in dividends in the period 1996 through 2000 (the Dividend
Action); and (d) the return of approximately $133 million paid by the Company to Bank of America Corp. in connection with Owens Cornings purchase of Fibreboard in 1997. Both the FBD Shareholder Action and the Dividend Action are
defendant class actions. Certain present or former officers or directors of the Company may be members of either or both defendant classes. Certain holders of Owens Corning debt securities have filed a Complaint in Intervention in connection with
the Pre-Petition Credit Facility Action, seeking to assert securities fraud related claims against five subsidiaries of Owens Corning that issued guarantees in connection with the Pre-Petition Credit Facility. The Company has opposed such
intervention. It is expected that such matter will be determined by the Bankruptcy Court in conjunction with the Pre-Petition Credit Facility Action.



Separately, and at the request of the Official Committee of Unsecured Creditors and the direction of the Bankruptcy Court, the Debtors either obtained tolling agreements
from, or filed actions against, approximately 115 law firms that entered into NSP or non-NSP agreements (see Note 9 to the Consolidated Financial Statements) with the Debtors on behalf of claimants asserting asbestos-related personal injury or
wrongful death claims. Lawsuits were brought initially against the 11 law firms that did not sign tolling agreements, seeking two forms of relief: (a) first, a declaratory judgment as to whether payments made, or obligations incurred, under NSP and
non-NSP agreements were in exchange for reasonably equivalent value; and (b) second, in the event reasonably equivalent value was not received, the recovery or avoidance of payments made and obligations incurred under the relevant NSP and non-NSP
agreements pursuant to applicable state and federal fraudulent conveyance law. On or before September 29, 2003, similar lawsuits were brought against 5 additional law firms whose tolling agreements were about to expire. The Official Committee of
Unsecured Creditors was named as a defendant in all such lawsuits, solely with respect to the declaratory relief sought. During the first quarter of 2004, the lawsuit against one of the law firms was dismissed with the consent of the Official
Committee of Unsecured Creditors and Bankruptcy Court approval.



By motions
filed on various dates, the Debtors have requested a stay of the foregoing litigation pending its disposition in a plan of reorganization. Pursuant to rulings of the Bankruptcy Court, all of the foregoing litigation, other than the Pre-Petition
Credit Facility Action and two commercial preference actions, has been stayed until February 28, 2006. The Pre-Petition Credit Facility Action has been continued indefinitely by the District Court.



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



Certain Post-Petition Matters



The Debtors have received approval from the Bankruptcy Court to pay or otherwise honor
certain of their pre-petition obligations, including employee wages, salaries, benefits and other employee obligations, pre-petition claims of critical vendors, and certain other pre-petition claims including certain customer program and warranty
claims.



While operating in Chapter 11 proceedings, a debtor company is
generally prohibited from paying interest on unsecured pre-petition debts. As a result of the Filing, contractual interest expense on pre-petition debt of the Debtors other than the Pre-Petition Credit Facility has not been accrued or recorded since
the Petition Date. From the Petition Date through September 30, 2005, the contractual interest expense not accrued or recorded on such pre-petition debt (calculated using ordinary, non-default interest rates and without regard to debt maturity)
totaled approximately $513 million, of which $26 million relates to the third quarter of 2005, $77 million relates to the first nine months of 2005, and $26 million and $77 million, respectively, relates to the same two periods of 2004. In addition,
as a result of the Filing, contractual interest expense on Owens Cornings Pre-Petition Credit Facility had not been accrued or recorded between the Petition Date and the quarter ended September 30, 2005. As a result of the Third Circuits
reversal of the District Courts Substantive Consolidation Order and Owens Cornings current evaluation of the distributable values (considered on a non-substantively consolidated basis) of Owens Corning and certain of its Debtor and
non-Debtor subsidiaries, Owens Corning has recorded, for the period ended September 30, 2005, expenses with respect to the Pre-Petition Credit Facility for the period from the Petition Date through September 30, 2005, in the amount of $531 million
($322 million after tax) relating to post-petition interest and $7 million ($4 million after tax) relating to certain other post-petition fees. These expenses have been accrued at this time because Owens Corning has determined that, based upon the
Third Circuits reversal of the Substantive Consolidation Order and Owens Cornings resulting evaluation of the distributable values (considered on a non-substantively consolidated basis) of Owens Corning and certain of its Debtor and
non-Debtor subsidiaries, it is probable that such expenses will be payable by certain of the Debtors and/or non-Debtor subsidiaries which are either obligors under, or guarantors of, the Pre-Petition Credit Facility. The recorded amount of $538
million is Owens Cornings best estimate of the potential liability for post-petition interest and certain other post-petition fees on the Pre-Petition Credit Facility through September 30, 2005 and, with respect to interest, reflects the
application of the Base Rate plus 2% (as described below) applied on a non-compounding basis. However, this estimate is based on numerous factual and legal uncertainties, including the interpretation of contractual provisions concerning such
interest and other fees, and Owens Corning reserves the right to object, if and as appropriate in its judgment, to the ultimate entitlements to such interest and other fees and to the amount of such interest and other fees in the Chapter 11 Cases
(or other proceedings). Moreover, the actual amount of post-petition interest and fees, if any, that may be payable with respect to the Pre-Petition Credit Facility is subject to various factors, including the outcome of negotiations among various
creditor constituencies and/or the resolution of litigation between various claimants regarding the liability of Owens Corning and its subsidiaries for certain pre-petition liabilities. Absent developments that alter Owens Cornings
determination as to the probability that post-petition interest and other fees will be payable or the best estimate of the amount of post-petition interest and other fees that may be payable, and subject to the distributable values it estimates from
time to time are available to satisfy such post-petition interest and other fees under the Pre-Petition Credit Facility on a non-substantively consolidated basis, Owens Corning expects to continue to accrue interest on the Pre-Petition Credit
Facility in future periods, to the extent required under applicable law, at a rate equal to the Base Rate (as defined in the Pre-Petition Credit Facility) plus 2%. The Base Rate (as defined in the Pre-Petition Credit Facility) is a floating rate
equal to the higher of (i) the prime commercial lending rate of Credit Suisse First Boston and (ii) the Federal Funds Rate plus 0.50% per annum. Actual amounts of post-petition



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



interest and other fees, if any, that are ultimately determined payable under the
Pre-Petition Credit Facility for the period from the Petition Date through September 30, 2005 or for future periods may be significantly higher or lower than the amounts indicated above. For example, certain holders of debt under the Pre-Petition
Credit Facility have taken the position that the provisions of the Pre-Petition Credit Facility should be interpreted as providing for post-petition interest amounts that are in the range of double the amounts indicated above, whereas certain other
parties have taken the position that there exist legal theories under which no post-petition interest would be payable.



At September 30, 2005, the Company had $1.213 billion of cash and cash equivalents.



In connection with the Filing, the Debtors obtained a $500 million debtor-in-possession credit facility from a group of lenders led by Bank
of America, N.A. (the DIP Financing), which was originally scheduled to expire November 15, 2002. Effective October 31, 2002, the DIP Financing was amended to, among other things, reduce the maximum available credit amount to $250
million and extend the scheduled expiration to November 15, 2004. Effective September 20, 2004, the DIP Financing was further amended by a Second Amendment which, among other things, extended the scheduled expiration to November 15, 2006. There were
no borrowings outstanding under the DIP Financing at September 30, 2005; however, approximately $148 million of the availability under this credit facility was utilized as a result of the issuance of standby letters of credit and similar uses.



As a consequence of the Filing and the impact of certain provisions of the
Companys DIP Financing and in a cash management order entered by the Bankruptcy Court, the Company and its subsidiaries are now subject to certain restrictions, including on their ability to pay dividends and to transfer cash and other assets
to each other and to their affiliates.



The Company believes, based on
information presently available to it, that its cash and cash equivalents, and cash available from operations, will provide sufficient liquidity to allow it to continue as a going concern for the foreseeable future. However, the ability of the
Company to continue as a going concern (including its ability to meet post-petition obligations of the Debtors and to meet obligations of the Non-Debtor Subsidiaries) and the appropriateness of using the going concern basis for its financial
statements are dependent upon, among other things, (i) the Companys ability to comply with the terms of any cash management order entered by the Bankruptcy Court from time to time in connection with the Chapter 11 Cases, (ii) the ability of
the Company to maintain adequate cash on hand, (iii) the ability of the Company to generate cash from operations, (iv) the ability of the Non-Debtor Subsidiaries to obtain necessary financing, (v) confirmation of a plan or plans of reorganization
under the Bankruptcy Code, and (vi) the Companys ability to maintain profitability following such confirmation.



Financial Statement Presentation



The Companys Consolidated Financial Statements have been prepared in accordance with AICPA Statement of Position 90-7 (SOP 90-7), Financial
Reporting by Entities in Reorganization Under the Bankruptcy Code, and on a going concern basis, which contemplates continuity of operations, realization of assets and liquidation of liabilities in the ordinary course of business. However, as
a result of the Filing, such realization of assets and liquidation of liabilities are subject to uncertainty. While operating as debtors-in-possession under the protection of Chapter 11 of the Bankruptcy Code, and subject to Bankruptcy Court
approval or otherwise as permitted in the ordinary course of business, the Debtors, or some of them, may sell or otherwise dispose of assets and liquidate or settle liabilities for amounts other than those reflected in the Consolidated Financial
Statements. Further, a plan of reorganization could materially change the amounts and classifications reported in the consolidated historical financial statements.



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



Substantially all of the Companys pre-petition debt is now in default due to the
Filing. As described below, the accompanying Consolidated Financial Statements present the Debtors pre-petition debt under the caption Liabilities Subject to Compromise. This includes debt under the Pre-Petition Credit Facility and
approximately $1.5 billion of other outstanding debt. As required by SOP 90-7, at the Petition Date the Company recorded the Debtors pre-petition debt instruments at the allowed amount, as defined by SOP 90-7.



As reflected in the Consolidated Financial Statements, Liabilities Subject to
Compromise refers to Debtors liabilities incurred prior to the commencement of the Chapter 11 Cases. The amounts of the various liabilities that are subject to compromise are set forth below following the debtor-in-possession financial
statements. These amounts represent Owens Cornings estimate of known or potential pre-petition claims to be resolved in connection with the Chapter 11 Cases. Such claims remain subject to future adjustments. Adjustments may result from (1)
negotiations; (2) actions of the Bankruptcy Court; (3) further developments with respect to disputed claims; (4) rejection of executory contracts and unexpired leases; (5) the determination as to the value of any collateral securing claims; (6)
proofs of claim; or (7) other events. Payment terms for these amounts will be established in connection with the Chapter 11 Cases.



As noted above, the Consolidated Financial Statements reflect expenses with respect to the Pre-Petition Credit Facility in the amount of $538 million relating to
post-petition interest and certain other post-petition fees for the period from the Petition Date through September 30, 2005. Since the Company is in default on the debt underlying these amounts, the accrual is recorded as a current liability on the
Consolidated Financial Statements.



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



OWENS CORNING AND SUBSIDIARIES

DEBTOR-IN-POSSESSION STATEMENT OF INCOME (LOSS)



|                                                                  |  |                            |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|----------------------------------------------------------------- |  | -------------------------- | ----- | - | ------------------------------ | - | ----- | ---- |  | - | ------ | - |  | - | ----- | -
|                                                                  |  | Quarter EndedSeptember 30, |       |   | Nine Months EndedSeptember 30, |  
|                                                                  |  | 2005                       |       |   | 2004                           |   |       | 2005 |  |   | 2004   |  
|                                                                  |  | (In millions of dollars)   |      
|NET SALES                                                         |  | $                          | 1,384 |   |                                | $ | 1,331 |      |  | $ | 3,951  |   |  | $ | 3,611 |  
|COST OF SALES                                                     |  |                            | 1,151 |   |                                |   | 1,111 |      |  |   | 3,302  |   |  |   | 3,077 |  
|                                                                  |  |                            |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|Gross margin                                                      |  |                            | 233   |   |                                |   | 220   |      |  |   | 649    |   |  |   | 534   |  
|                                                                  |  |                            |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|OPERATING EXPENSES                                                |  |                            |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|Marketing and administrative expenses                             |  |                            | 126   |   |                                |   | 116   |      |  |   | 357    |   |  |   | 330   |  
|Science and technology expenses                                   |  |                            | 13    |   |                                |   | 10    |      |  |   | 38     |   |  |   | 30    |  
|Chapter 11 related reorganization items                           |  |                            | 8     |   |                                |   | (5    | )    |  |   | 40     |   |  |   | 33    |  
|Provision (credit) for asbestos litigation claims  Owens Corning |  |                            | (1    | ) |                                |   | (3    | )    |  |   | 3,434  |   |  |   | (3    | )
|Provision for asbestos litigation claims  Fibreboard             |  |                            |      |   |                                |   |      |      |  |   | 907    |   |  |   |      |  
|Other                                                             |  |                            | (15   | ) |                                |   | (9    | )    |  |   | (58    | ) |  |   | (38   | )
|                                                                  |  |                            |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|Total operating expenses                                          |  |                            | 131   |   |                                |   | 109   |      |  |   | 4,718  |   |  |   | 352   |  
|                                                                  |  |                            |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|INCOME (LOSS) FROM OPERATIONS                                     |  |                            | 102   |   |                                |   | 111   |      |  |   | (4,069 | ) |  |   | 182   |  
|                                                                  |  |                            |       |  
|Interest expense, net                                             |  |                            | 538   |   |                                |   | 1     |      |  |   | 539    |   |  |   | 2     |  
|                                                                  |  |                            |       |  
|Interest income from non-Debtors                                  |  |                            | 14    |   |                                |   | 15    |      |  |   | 42     |   |  |   | 42    |  
|                                                                  |  |                            |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|INCOME (LOSS) BEFORE INCOME TAX EXPENSE                           |  |                            | (422  | ) |                                |   | 125   |      |  |   | (4,566 | ) |  |   | 222   |  
|Income tax expense (benefit)                                      |  |                            | (146  | ) |                                |   | 42    |      |  |   | (102   | ) |  |   | 115   |  
|                                                                  |  |                            |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|INCOME (LOSS) BEFORE EQUITY IN NET EARNINGS OF AFFILIATES         |  |                            | (276  | ) |                                |   | 83    |      |  |   | (4,464 | ) |  |   | 107   |  
|                                                                  |  |                            |       |  
|Equity in net earnings of affiliates                              |  |                            |      |   |                                |   |      |      |  |   | 1      |   |  |   | 1     |  
|                                                                  |  |                            |       |   |                                |   |       |      |  |   |        |   |  |   |       |  
|NET INCOME (LOSS)                                                 |  | $                          | (276  | ) |                                | $ | 83    |      |  | $ | (4,463 | ) |  | $ | 108   |  
|                                                                  |  |                            |       |   |                                |   |       |      |  |   |        |   |  |   |       |  



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



OWENS CORNING AND SUBSIDIARIES

DEBTOR-IN-POSSESSION BALANCE SHEET



|                                                     |  |                          |        |   |                   |   |        |  
|---------------------------------------------------- |  | ------------------------ | ------ | - | ----------------- | - | ------ | -
|                                                     |  | September 30, 2005       |        |   | December 31, 2004 |  
|                                                     |  | (In millions of dollars) |       
|ASSETS                                               |  |                          |        |   |                   |   |        |  
|                                                     |  |                         
|CURRENT                                              |  |                          |        |   |                   |   |        |  
|Cash and cash equivalents                            |  | $                        | 847    |   |                   | $ | 725    |  
|Receivables (net of allowance for doubtful accounts) |  |                          | 554    |   |                   |   | 408    |  
|Receivables  non-Debtors                            |  |                          | 1,137  |   |                   |   | 1,085  |  
|Inventories                                          |  |                          | 353    |   |                   |   | 295    |  
|Other current assets                                 |  |                          | 24     |   |                   |   | 34     |  
|                                                     |  |                          |        |   |                   |   |        |  
|Total current                                        |  |                          | 2,915  |   |                   |   | 2,547  |  
|                                                     |  |                          |        |   |                   |   |        |  
|OTHER                                                |  |                          |        |   |                   |   |        |  
|Restricted cash  asbestos and insurance related     |  |                          | 189    |   |                   |   | 188    |  
|Restricted cash, securities, and other  Fibreboard  |  |                          | 1,428  |   |                   |   | 1,418  |  
|Deferred income taxes                                |  |                          | 996    |   |                   |   | 887    |  
|Pension-related assets                               |  |                          | 405    |   |                   |   | 415    |  
|Goodwill                                             |  |                          | 55     |   |                   |   | 55     |  
|Investment in affiliates                             |  |                          | 31     |   |                   |   | 30     |  
|Investment in non-Debtor subsidiaries                |  |                          | 762    |   |                   |   | 762    |  
|Other noncurrent assets                              |  |                          | 139    |   |                   |   | 68     |  
|                                                     |  |                          |        |   |                   |   |        |  
|Total other                                          |  |                          | 4,005  |   |                   |   | 3,823  |  
|                                                     |  |                          |        |   |                   |   |        |  
|PLANT AND EQUIPMENT, at cost                         |  |                          |        |   |                   |   |        |  
|Land                                                 |  |                          | 38     |   |                   |   | 39     |  
|Buildings and leasehold improvements                 |  |                          | 593    |   |                   |   | 597    |  
|Machinery and equipment                              |  |                          | 2,321  |   |                   |   | 2,270  |  
|Construction in progress                             |  |                          | 96     |   |                   |   | 93     |  
|                                                     |  |                          |        |   |                   |   |        |  
|                                                     |  |                          | 3,048  |   |                   |   | 2,999  |  
|Accumulated depreciation                             |  |                          | (1,705 | ) |                   |   | (1,632 | )
|                                                     |  |                          |        |   |                   |   |        |  
|Net plant and equipment                              |  |                          | 1,343  |   |                   |   | 1,367  |  
|                                                     |  |                          |        |   |                   |   |        |  
|TOTAL ASSETS                                         |  | $                        | 8,263  |   |                   | $ | 7,737  |  
|                                                     |  |                          |        |   |                   |   |        |  



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



OWENS CORNING AND SUBSIDIARIES

DEBTOR-IN-POSSESSION BALANCE SHEET (continued)



|                                                         |  |                          |        |   |                   |   |        |  
|-------------------------------------------------------- |  | ------------------------ | ------ | - | ----------------- | - | ------ | -
|                                                         |  | September 30, 2005       |        |   | December 31, 2004 |  
|                                                         |  | (In millions of dollars) |       
|LIABILITIES AND STOCKHOLDERS DEFICIT                    |  |                          |        |   |                   |   |        |  
|                                                         |  |                         
|CURRENT                                                  |  |                          |        |   |                   |   |        |  
|Accounts payable and accrued liabilities                 |  | $                        | 715    |   |                   | $ | 649    |  
|Accounts payable and accrued liabilities  non-Debtors   |  |                          | 21     |   |                   |   | 25     |  
|Accrued post-petition interest/fees on pre-petition debt |  |                          | 538    |   |                   |   |       |  
|Long-term debt  current portion                         |  |                          | 1      |   |                   |   | 1      |  
|                                                         |  |                          |        |   |                   |   |        |  
|Total current                                            |  |                          | 1,275  |   |                   |   | 675    |  
|                                                         |  |                          |        |   |                   |   |        |  
|LONG-TERM DEBT                                           |  |                          | 10     |   |                   |   | 7      |  
|                                                         |  |                          |        |   |                   |   |        |  
|OTHER                                                    |  |                          |        |   |                   |   |        |  
|Pension plan liability                                   |  |                          | 618    |   |                   |   | 617    |  
|Other employee benefits liability                        |  |                          | 390    |   |                   |   | 384    |  
|Other                                                    |  |                          | 177    |   |                   |   | 159    |  
|                                                         |  |                          |        |   |                   |   |        |  
|Total other                                              |  |                          | 1,185  |   |                   |   | 1,160  |  
|                                                         |  |                          |        |   |                   |   |        |  
|LIABILITIES SUBJECT TO COMPROMISE                        |  |                          | 14,164 |   |                   |   | 9,831  |  
|                                                         |  |                          |        |   |                   |   |        |  
|STOCKHOLDERS DEFICIT                                    |  |                          |        |   |                   |   |        |  
|Common stock                                             |  |                          | 6      |   |                   |   | 6      |  
|Additional paid in capital                               |  |                          | 692    |   |                   |   | 692    |  
|Accumulated deficit                                      |  |                          | (8,734 | ) |                   |   | (4,271 | )
|Accumulated other comprehensive loss                     |  |                          | (329   | ) |                   |   | (358   | )
|Other                                                    |  |                          | (6     | ) |                   |   | (5     | )
|                                                         |  |                          |        |   |                   |   |        |  
|Total stockholders deficit                              |  |                          | (8,371 | ) |                   |   | (3,936 | )
|                                                         |  |                          |        |   |                   |   |        |  
|TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT              |  | $                        | 8,263  |   |                   | $ | 7,737  |  
|                                                         |  |                          |        |   |                   |   |        |  



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



OWENS CORNING AND SUBSIDIARIES

DEBTOR-IN-POSSESSION STATEMENT OF CASH FLOWS



|                                                                                                                |  |                                |        |   |      |   |      |  
|--------------------------------------------------------------------------------------------------------------- |  | ------------------------------ | ------ | - | ---- | - | ---- | -
|                                                                                                                |  | Nine Months EndedSeptember 30, |       
|                                                                                                                |  | 2005                           |        |   | 2004 |  
|                                                                                                                |  | (In millions of dollars)       |       
|NET CASH FLOW FROM OPERATIONS                                                                                   |  |                                |        |   |      |   |      |  
|Net income (loss)                                                                                               |  | $                              | (4,463 | ) |      | $ | 108  |  
|Reconciliation of net cash from operating activities                                                            |  |                                |        |   |      |   |      |  
|Noncash items:                                                                                                  |  |                                |        |   |      |   |      |  
|Provision for asbestos litigation claims                                                                        |  |                                | 4,342  |   |      |   |     |  
|Provision for depreciation and amortization                                                                     |  |                                | 127    |   |      |   | 121  |  
|Provision for impairment of fixed assets                                                                        |  |                                | 6      |   |      |   |     |  
|Provision (credit) for deferred income taxes                                                                    |  |                                | (130   | ) |      |   | 75   |  
|Provision for pension and other employee benefits                                                               |  |                                | 78     |   |      |   | 78   |  
|Provision for post-petition interest/fees on pre-petition debt                                                  |  |                                | 538    |   |      |   |     |  
|Other                                                                                                           |  |                                | 6      |   |      |   | 28   |  
|Increase in receivables and receivables  non-Debtors                                                           |  |                                | (198   | ) |      |   | (243 | )
|Increase in inventories                                                                                         |  |                                | (59    | ) |      |   | (19  | )
|Increase in accounts payable and accrued liabilities and accounts payable and accrued liabilities  non-Debtors |  |                                | 59     |   |      |   | 73   |  
|Payments for other employee benefits                                                                            |  |                                | (22    | ) |      |   | (22  | )
|Increase in restricted cash, securities, and other  Fibreboard                                                 |  |                                | (11    | ) |      |   | (19  | )
|                                                                                                                |  |                               
|Proceeds from insurance for asbestos litigation claims, excluding Fibreboard                                    |  |                                | 1      |   |      |   | 3    |  
|Pension fund contribution                                                                                       |  |                                | (39    | ) |      |   | (222 | )
|Other                                                                                                           |  |                                | 6      |   |      |   | 16   |  
|                                                                                                                |  |                                |        |   |      |   |      |  
|Net cash flow from operations                                                                                   |  |                                | 241    |   |      |   | (23  | )
|                                                                                                                |  |                                |        |   |      |   |      |  
|NET CASH FLOW FROM INVESTING                                                                                    |  |                                |        |   |      |   |      |  
|                                                                                                                |  |                               
|Additions to plant and equipment                                                                                |  |                                | (120   | ) |      |   | (104 | )
|Investment in subsidiaries, net of cash acquired                                                                |  |                                | 4      |   |      |   | (3   | )
|                                                                                                                |  |                                |        |   |      |   |      |  
|Net cash flow from investing                                                                                    |  |                                | (116   | ) |      |   | (107 | )
|                                                                                                                |  |                                |        |   |      |   |      |  
|NET CASH FLOW FROM FINANCING                                                                                    |  |                                |        |   |      |   |      |  
|                                                                                                                |  |                               
|Net decrease in subject to compromise                                                                           |  |                                | (3     | ) |      |   | (5   | )
|Other                                                                                                           |  |                                |       |   |      |   | 1    |  
|                                                                                                                |  |                                |        |   |      |   |      |  
|Net cash flow from financing                                                                                    |  |                                | (3     | ) |      |   | (4   | )
|                                                                                                                |  |                                |        |   |      |   |      |  
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS                                                            |  |                                | 122    |   |      |   | (134 | )
|                                                                                                                |  |                               
|Cash and cash equivalents at beginning of period                                                                |  |                                | 725    |   |      |   | 645  |  
|                                                                                                                |  |                                |        |   |      |   |      |  
|CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                                      |  | $                              | 847    |   |      | $ | 511  |  
|                                                                                                                |  |                                |        |   |      |   |      |  







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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



1. VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11 (continued)



The amounts subject to compromise in the Consolidated and Debtor-in-Possession Balance
Sheets consist of the following items:



|                                                       |  |                          |        |                   |   |      
|------------------------------------------------------ |  | ------------------------ | ------ | ----------------- | - | -----
|                                                       |  | September 30, 2005       |        | December 31, 2004
|                                                       |  | (In millions of dollars)
|Accounts payable                                       |  | $                        | 208    |                   | $ | 209  
|Accrued interest payable                               |  |                          | 40     |                   |   | 40   
|Debt                                                   |  |                          | 2,952  |                   |   | 2,958
|Income taxes payable                                   |  |                          | 89     |                   |   | 90   
|Reserve for asbestos litigation claims  Owens Corning |  |                          | 7,000  |                   |   | 3,565
|Reserve for asbestos-related claims  Fibreboard       |  |                          | 3,216  |                   |   | 2,309
|                                                       |  |                          |        |                   |   |      
|Total consolidated                                     |  |                          | 13,505 |                   |   | 9,171
|                                                       |  |                          |        |                   |   |      
|Payables to non-Debtors                                |  |                          | 659    |                   |   | 660  
|                                                       |  |                          |        |                   |   |      
|Total Debtor                                           |  | $                        | 14,164 |                   | $ | 9,831
|                                                       |  |                          |        |                   |   |      



The amounts for Chapter 11 related
reorganization items in the Consolidated and Debtor-in-Possession Statements of Income (Loss) consist of the following:



|                         |  |                            |     |   |                                |   |     |      |  |   |      |   |  |   |     |  
|------------------------ |  | -------------------------- | --- | - | ------------------------------ | - | --- | ---- |  | - | ---- | - |  | - | --- | -
|                         |  | Quarter EndedSeptember 30, |     |   | Nine Months EndedSeptember 30, |  
|                         |  | 2005                       |     |   | 2004                           |   |     | 2005 |  |   | 2004 |  
|                         |  | (In millions of dollars)   |    
|Professional fees        |  | $                          | 11  |   |                                | $ | 11  |      |  | $ | 51   |   |  | $ | 39  |  
|Payroll and compensation |  |                            | 6   |   |                                |   | 5   |      |  |   | 16   |   |  |   | 12  |  
|Investment income        |  |                            | (10 | ) |                                |   | (23 | )    |  |   | (25  | ) |  |   | (22 | )
|Other, net               |  |                            | 1   |   |                                |   | 2   |      |  |   | (2   | ) |  |   | 4   |  
|                         |  |                            |     |   |                                |   |     |      |  |   |      |   |  |   |     |  
|Total                    |  | $                          | 8   |   |                                | $ | (5  | )    |  | $ | 40   |   |  | $ | 33  |  
|                         |  |                            |     |   |                                |   |     |      |  |   |      |   |  |   |     |  



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



2. SEGMENT DATA



The Company has reviewed its
segments in accordance with Statement of Financial Accounting Standards No. 131 Disclosures about Segments of an Enterprise and Related Information (SFAS No. 131) and concluded that the aggregation of its operating segments
into two reportable segments remained appropriate. The Company has reported financial and descriptive information about each of the Companys two reportable segments below on a basis that is used internally for evaluating segment performance
and deciding how to allocate resources to those segments.



|                                             |  |                            |       |                                |   |       |  |      |       |  |   |      
|-------------------------------------------- |  | -------------------------- | ----- | ------------------------------ | - | ----- |  | ---- | ----- |  | - | -----
|                                             |  | Quarter EndedSeptember 30, |       | Nine Months EndedSeptember 30,
|                                             |  | 2005                       |       | 2004                           |   | 2005  |  | 2004
|                                             |  | (In millions of dollars)  
|NET SALES                                    |  |                            |       |                                |   |       |  |      |       |  |   |      
|                                             |  |                            |       |                               
|Reportable Segments                          |  |                            |       |                                |   |       |  |      |       |  |   |      
|                                             |  |                            |       |                               
|Building Materials Systems                   |  |                            |       |                                |   |       |  |      |       |  |   |      
|United States                                |  | $                          | 1,209 |                                | $ | 1,162 |  | $    | 3,404 |  | $ | 3,113
|Europe                                       |  |                            | 1     |                                |   | 2     |  |      | 2     |  |   | 7    
|Canada and other                             |  |                            | 98    |                                |   | 90    |  |      | 258   |  |   | 227  
|                                             |  |                            |       |                                |   |       |  |      |       |  |   |      
|Total Building Materials Systems             |  |                            | 1,308 |                                |   | 1,254 |  |      | 3,664 |  |   | 3,347
|                                             |  |                            |       |                                |   |       |  |      |       |  |   |      
|Composite Solutions                          |  |                            |       |                                |   |       |  |      |       |  |   |      
|United States                                |  |                            | 151   |                                |   | 139   |  |      | 459   |  |   | 413  
|Europe                                       |  |                            | 93    |                                |   | 93    |  |      | 300   |  |   | 272  
|Canada and other                             |  |                            | 66    |                                |   | 55    |  |      | 187   |  |   | 159  
|                                             |  |                            |       |                                |   |       |  |      |       |  |   |      
|Total Composite Solutions                    |  |                            | 310   |                                |   | 287   |  |      | 946   |  |   | 844  
|                                             |  |                            |       |                                |   |       |  |      |       |  |   |      
|Total reportable segments                    |  | $                          | 1,618 |                                | $ | 1,541 |  | $    | 4,610 |  | $ | 4,191
|                                             |  |                            |       |                                |   |       |  |      |       |  |   |      
|External Customer Sales by Geographic Region |  |                            |       |                                |   |       |  |      |       |  |   |      
|                                             |  |                            |       |                               
|United States                                |  | $                          | 1,360 |                                | $ | 1,301 |  | $    | 3,863 |  | $ | 3,526
|Europe                                       |  |                            | 94    |                                |   | 95    |  |      | 302   |  |   | 279  
|Canada and other                             |  |                            | 164   |                                |   | 145   |  |      | 445   |  |   | 386  
|                                             |  |                            |       |                                |   |       |  |      |       |  |   |      
|NET SALES                                    |  | $                          | 1,618 |                                | $ | 1,541 |  | $    | 4,610 |  | $ | 4,191
|                                             |  |                            |       |                                |   |       |  |      |       |  |   |      



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



2. SEGMENT DATA (continued)



|                                                                |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|--------------------------------------------------------------- |  | -------------------------- | ---- | - | ------------------------------ | - | --- | ---- |  | - | ------ | - |  | - | --- | -
|                                                                |  | Quarter EndedSeptember 30, |      |   | Nine Months EndedSeptember 30, |  
|                                                                |  | 2005                       |      |   | 2004                           |   |     | 2005 |  |   | 2004   |  
|                                                                |  | (In millions of dollars)   |     
|INCOME FROM OPERATIONS                                          |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|                                                                |  |                            |      |  
|Reportable Segments                                             |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|                                                                |  |                            |      |  
|Building Materials Systems                                      |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|United States                                                   |  | $                          | 153  |   |                                | $ | 139 |      |  | $ | 398    |   |  | $ | 293 |  
|Europe                                                          |  |                            |     |   |                                |   |    |      |  |   |       |   |  |   |    |  
|Canada and other                                                |  |                            | 17   |   |                                |   | 26  |      |  |   | 41     |   |  |   | 48  |  
|                                                                |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|Total Building Materials Systems                                |  |                            | 170  |   |                                |   | 165 |      |  |   | 439    |   |  |   | 341 |  
|                                                                |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|Composite Solutions                                             |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|United States                                                   |  |                            | 21   |   |                                |   | 18  |      |  |   | 59     |   |  |   | 41  |  
|Europe                                                          |  |                            | 1    |   |                                |   | (2  | )    |  |   | 3      |   |  |   | (8  | )
|Canada and other                                                |  |                            | 1    |   |                                |   | 5   |      |  |   | 6      |   |  |   | 20  |  
|                                                                |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|Total Composite Solutions                                       |  |                            | 23   |   |                                |   | 21  |      |  |   | 68     |   |  |   | 53  |  
|                                                                |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|Total reportable segments                                       |  | $                          | 193  |   |                                | $ | 186 |      |  | $ | 507    |   |  | $ | 394 |  
|                                                                |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|Geographic Regions                                              |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|                                                                |  |                            |      |  
|United States                                                   |  | $                          | 174  |   |                                | $ | 157 |      |  | $ | 457    |   |  | $ | 334 |  
|Europe                                                          |  |                            | 1    |   |                                |   | (2  | )    |  |   | 3      |   |  |   | (8  | )
|Canada and other                                                |  |                            | 18   |   |                                |   | 31  |      |  |   | 47     |   |  |   | 68  |  
|                                                                |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|Total reportable segments                                       |  | $                          | 193  |   |                                | $ | 186 |      |  | $ | 507    |   |  | $ | 394 |  
|                                                                |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|Reconciliation to Consolidated Income Before Income Tax Expense |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|                                                                |  |                            |      |  
|Other credits                                                   |  |                            |     |   |                                |   |    |      |  |   | 13     |   |  |   | 5   |  
|Chapter 11 related reorganization items                         |  |                            | (8   | ) |                                |   | 5   |      |  |   | (40    | ) |  |   | (33 | )
|Provisions for asbestos litigation claims                       |  |                            | 1    |   |                                |   | 3   |      |  |   | (4,341 | ) |  |   | 3   |  
|General corporate expense                                       |  |                            | (47  | ) |                                |   | (41 | )    |  |   | (112   | ) |  |   | (88 | )
|Interest expense (income), net                                  |  |                            | (539 | ) |                                |   | 14  |      |  |   | (540   | ) |  |   | 12  |  
|                                                                |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  
|CONSOLIDATED INCOME (LOSS) BEFORE INCOME TAX EXPENSE            |  | $                          | (400 | ) |                                | $ | 167 |      |  | $ | (4,513 | ) |  | $ | 293 |  
|                                                                |  |                            |      |   |                                |   |     |      |  |   |        |   |  |   |     |  



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



3. GENERAL



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, 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. Certain reclassifications have been made to the period presented for 2004 to conform to the classifications used in the period presented
for 2005.



In connection with the Consolidated Financial Statements and notes
included in this Report, reference is made to the Consolidated Financial Statements and notes thereto contained in the Companys 2004 annual report on Form 10-K, as filed with the Securities and Exchange Commission.



4. INVENTORIES



Inventories are summarized as
follows:



|                         |  |                          |      |   |                   |   |      |  
|------------------------ |  | ------------------------ | ---- | - | ----------------- | - | ---- | -
|                         |  | September 30, 2005       |      |   | December 31, 2004 |  
|                         |  | (In millions of dollars) |     
|Finished goods           |  | $                        | 484  |   |                   | $ | 425  |  
|Materials and supplies   |  |                          | 173  |   |                   |   | 139  |  
|                         |  |                          |      |   |                   |   |      |  
|FIFO inventory           |  |                          | 657  |   |                   |   | 564  |  
|Excess of FIFO over LIFO |  |                          | (139 | ) |                   |   | (119 | )
|                         |  |                          |      |   |                   |   |      |  
|Total inventories        |  | $                        | 518  |   |                   | $ | 445  |  
|                         |  |                          |      |   |                   |   |      |  



Approximately $301 million and $274
million of FIFO inventories were valued using the LIFO method at September 30, 2005 and December 31, 2004, respectively.



5. GOODWILL AND OTHER INTANGIBLES



The Company
complies with Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS No. 142), to account for goodwill and other intangibles. SFAS No. 142 requires at least an annual review for
impairment using a fair value methodology. The Company conducts its annual review for impairment in the second quarter. No impairments were identified during the 2005 and the 2004 reviews.



Excluding fluctuations in currency, the only significant changes in goodwill during the
nine-month period ended September 30, 2005 were the result of final purchase accounting adjustments related to the Companys acquisition of Vitro-Fibras, S.A. (OC Mexico), including allocating the goodwill recorded on this purchase
between business segments. The $203 million balance of goodwill at September 30, 2005 was comprised of $36 million for the Composite Solutions segment and $167 million for the Building Materials Systems segment.



Substantially all of the Companys acquired other intangible assets are subject to
amortization. Other intangible asset amortization expense was approximately $2 million in the first nine months of both 2005 and 2004. The Company estimates that amortization of intangibles will be approximately $2 to $3 million annually for each of
the next five years. As of September 30, 2005, the weighted average lives of intangibles ranged between 7 and 13 years, with a net carrying amount of approximately $13 million.



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



6. ACQUISITIONS



On April 2, 2004, the Company
purchased the remaining 60% ownership interest in its Mexican affiliate, OC Mexico, for approximately $73 million. The Company accounted for this transaction under the purchase method of accounting. During the first quarter of 2004, this affiliate
was accounted for under the equity method. The Company began consolidating this subsidiary in April 2004. The proforma effect of this acquisition on revenues and earnings was not material.



7. 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 liabilities for the quarter ended September 30, 2005 is as follows:



|                                            |  |                          |     |  
|------------------------------------------- |  | ------------------------ | --- | -
|                                            |  | (In millions of dollars) |    
|Balance at December 31, 2004                |  | $                        | 48  |  
|Amounts accrued for current year            |  |                          | 13  |  
|Adjustment of preexisting accrual estimates |  |                          | 13  |  
|Settlements of warranty claims              |  |                          | (13 | )
|                                            |  |                          |     |  
|Balance at September 30, 2005               |  | $                        | 61  |  
|                                            |  |                          |     |  



8. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS



Pension Plans



The Company has several defined benefit
pension plans covering most employees. 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. Contributions to the U.S. pension plan are based on amounts needed to meet or exceed minimum funding requirements. The unrecognized cost of retroactive amendments and actuarial gains and losses are amortized over the
average future service period of plan participants expected to receive benefits.



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



8. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (continued)



The following table provides information regarding pension expense recognized during the
year:



|                                        |  |                                 |     |   |          |   |     |       |  |   |      |   |  |          |     |   |       |   |     |   |  |   |     |  
|--------------------------------------- |  | ------------------------------- | --- | - | -------- | - | --- | ----- |  | - | ---- | - |  | -------- | --- | - | ----- | - | --- | - |  | - | --- | -
|                                        |  | Quarter Ended September 30,     |    
|                                        |  | 2005                            |     |   | 2004     |  
|                                        |  | U.S.                            |     |   | Non-U.S. |   |     | Total |  |   | U.S. |   |  | Non-U.S. |     |   | Total |  
|                                        |  | (In millions of dollars)        |    
|Components of Net Periodic Pension Cost |  |                                 |     |  
|                                        |  |                                 |     |   |          |  
|Service cost                            |  | $                               | 6   |   |          | $ | 1   |       |  | $ | 7    |   |  | $        | 5   |   |       | $ | 1   |   |  | $ | 6   |  
|Interest cost                           |  |                                 | 14  |   |          |   | 5   |       |  |   | 19   |   |  |          | 14  |   |       |   | 5   |   |  |   | 19  |  
|Expected return on plan assets          |  |                                 | (15 | ) |          |   | (5  | )     |  |   | (20  | ) |  |          | (14 | ) |       |   | (5  | ) |  |   | (19 | )
|Amortization of transition amount       |  |                                 |    |   |          |   | (1  | )     |  |   | (1   | ) |  |          |    |   |       |   |    |   |  |   |    |  
|Amortization of prior service cost      |  |                                 | 1   |   |          |   |    |       |  |   | 1    |   |  |          |    |   |       |   |    |   |  |   |    |  
|Amortization of actuarial loss          |  |                                 | 10  |   |          |   | 2   |       |  |   | 12   |   |  |          | 11  |   |       |   | 2   |   |  |   | 13  |  
|                                        |  |                                 |     |   |          |   |     |       |  |   |      |   |  |          |     |   |       |   |     |   |  |   |     |  
|Net periodic pension cost               |  | $                               | 16  |   |          | $ | 2   |       |  | $ | 18   |   |  | $        | 16  |   |       | $ | 3   |   |  | $ | 19  |  
|                                        |  |                                 |     |   |          |   |     |       |  |   |      |   |  |          |     |   |       |   |     |   |  |   |     |  
|                                        | 
|                                        |  | Nine Months Ended September 30, |    
|                                        |  | 2005                            |     |   | 2004     |  
|                                        |  | U.S.                            |     |   | Non-U.S. |   |     | Total |  |   | U.S. |   |  | Non-U.S. |     |   | Total |  
|                                        |  | (In millions of dollars)        |    
|Components of Net Periodic Pension Cost |  |                                 |     |  
|                                        |  |                                 |     |   |          |  
|Service cost                            |  | $                               | 16  |   |          | $ | 3   |       |  | $ | 19   |   |  | $        | 16  |   |       | $ | 2   |   |  | $ | 18  |  
|Interest cost                           |  |                                 | 43  |   |          |   | 15  |       |  |   | 58   |   |  |          | 43  |   |       |   | 15  |   |  |   | 58  |  
|Expected return on plan assets          |  |                                 | (45 | ) |          |   | (15 | )     |  |   | (60  | ) |  |          | (41 | ) |       |   | (14 | ) |  |   | (55 | )
|Amortization of transition amount       |  |                                 |    |   |          |   | (1  | )     |  |   | (1   | ) |  |          |    |   |       |   | (1  | ) |  |   | (1  | )
|Amortization of prior service cost      |  |                                 | 3   |   |          |   |    |       |  |   | 3    |   |  |          |    |   |       |   |    |   |  |   |    |  
|Amortization of actuarial loss          |  |                                 | 31  |   |          |   | 6   |       |  |   | 37   |   |  |          | 31  |   |       |   | 7   |   |  |   | 38  |  
|                                        |  |                                 |     |   |          |   |     |       |  |   |      |   |  |          |     |   |       |   |     |   |  |   |     |  
|Net periodic pension cost               |  | $                               | 48  |   |          | $ | 8   |       |  | $ | 56   |   |  | $        | 49  |   |       | $ | 9   |   |  | $ | 58  |  
|                                        |  |                                 |     |   |          |   |     |       |  |   |      |   |  |          |     |   |       |   |     |   |  |   |     |  



Postretirement Benefits Other
than Pension Plans



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



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



8. PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (continued)



The following table provides the components of net periodic benefit cost for aggregated U.S.
and Non-U.S. Plans for the year:



|                                        |  |                            |    |   |                                |   |    |      |  |   |      |   |  |   |    |  
|--------------------------------------- |  | -------------------------- | -- | - | ------------------------------ | - | -- | ---- |  | - | ---- | - |  | - | -- | -
|                                        |  | Quarter EndedSeptember 30, |    |   | Nine Months EndedSeptember 30, |  
|                                        |  | 2005                       |    |   | 2004                           |   |    | 2005 |  |   | 2004 |  
|                                        |  | (In millions of dollars)   |   
|Components of Net Periodic Benefit Cost |  |                            |    |  
|                                        |  |                            |    |  
|Service cost                            |  | $                          | 2  |   |                                | $ | 3  |      |  | $ | 7    |   |  | $ | 6  |  
|Interest cost                           |  |                            | 6  |   |                                |   | 7  |      |  |   | 19   |   |  |   | 21 |  
|Amortization of prior service cost      |  |                            | (1 | ) |                                |   | (1 | )    |  |   | (4   | ) |  |   | (4 | )
|Amortization of actuarial loss          |  |                            | 1  |   |                                |   | 1  |      |  |   | 2    |   |  |   | 5  |  
|                                        |  |                            |    |   |                                |   |    |      |  |   |      |   |  |   |    |  
|Net periodic benefit cost               |  | $                          | 8  |   |                                | $ | 10 |      |  | $ | 24   |   |  | $ | 28 |  
|                                        |  |                            |    |   |                                |   |    |      |  |   |      |   |  |   |    |  



During the third quarter of 2005, the
Company announced plans to change certain provisions of the U.S. postretirement health care plans, effective January 1, 2006. Based on a preliminary estimate, it is anticipated that the change will initially result in a decrease of the accumulated
postretirement benefits obligation by approximately $35 million.



9. CONTINGENT LIABILITIES AND OTHER MATTERS



Asbestos Liabilities



ITEM A. - OWENS CORNING (EXCLUDING FIBREBOARD)



Numerous claims have
been asserted against Owens Corning alleging personal injuries arising from inhalation of asbestos fibers. Virtually all of these claims arise out of Owens Cornings manufacture, distribution, sale or installation of an asbestos-containing
calcium silicate, high temperature insulation product, the manufacture and distribution of which was discontinued in 1972. Owens Corning received approximately 18,000 asbestos personal injury claims during 2000, approximately 32,000 such claims
during 1999 and approximately 69,000 such claims during 1998. Owens Corning cautions that it has limited information about many of such claims, and the actual numbers of claims asserted remain subject to adjustment.



Prior to October 5, 2000, when the Debtors, including Fibreboard (see Item B below), filed
voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code, the vast majority of asserted asbestos personal injury claims were in the process of being resolved through the National Settlement Program described below. As a
result of the Filing, all pre-petition asbestos claims and pending litigation against the Debtors, including without limitation claims arising under the National Settlement Program, were automatically stayed (see Note 1 to the Consolidated Financial
Statements). Owens Corning expects that all pending and future asbestos claims against Owens Corning and Fibreboard will be resolved pursuant to a plan or plans of reorganization. Owens Corning is unable to determine at this time whether
asbestos-related claims asserted against Fibreboard will be treated in the same manner as those asserted against Owens Corning in any such plan or plans ultimately confirmed.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



As more fully discussed in Note 1 to the Consolidated Financial Statements, the Debtors,
together with the Official Committee of Asbestos Claimants and the Legal Representative for the class of future asbestos claimants, filed on October 24, 2003 a proposed fourth amended joint plan of reorganization for the Debtors. Ultimately, it is
anticipated that Owens Cornings total liability for asbestos claims will be determined after a lengthy period of negotiations and, if necessary, by the Bankruptcy Court, taking into account numerous factors not present in the Companys
pre-petition environment. Such factors include the claims of competing creditor groups as to the appropriate treatment of their allowed claims in the plan or plans of reorganization, the size of the total asbestos liability, the total number of
present asbestos claims allowed, and the total amount of future asbestos claims allowed. In this respect, a six-day claims estimation hearing to establish the amount of current and future asbestos liability to be allowed in the Chapter 11 Cases was
held before the District Court beginning January 13, 2005. In general, the holders of the debt under the Pre-Petition Credit Facility argued that the amount of the Companys current and future asbestos liability should be set at an amount
significantly lower than the amounts reserved for asbestos claims on the financial statements of the Debtors, and the Official Committee of Asbestos Claimants and the Legal Representative for the class of future asbestos claimants argued that it
should be set at a significantly higher level. On March 31, 2005, the District Court issued a Memorandum and Order estimating the total amount of contingent and unliquidated claims against Owens Corning for personal injury or death caused by
exposure to asbestos (including pending claims, future claims and contract claims) at $7 billion. After the District Court denied their motion for reconsideration, the holders of the debt under the Pre-Petition Credit Facility, as well as certain
other parties, appealed the District Courts ruling to the Third Circuit. Briefing with respect to such appeal has not yet been completed. The $7 billion asbestos liability estimated by the District Court for Owens Corning exceeded the high end
of the range of estimates of Owens Cornings liability for asbestos claims that had been provided by Owens Cornings asbestos valuation experts but was below the range of estimates of such liability provided by the valuation experts of the
Official Committee of Asbestos Claimants and the Legal Representative for the class of future asbestos claimants. As described more fully under the heading Reserve below, as a result of the District Courts estimation, Owens Corning
increased its reserve for potential asbestos-related liability by $3.435 billion for the period ended March 31, 2005, so that its recorded reserve equaled the level of asbestos liability estimated by the District Court. Although the District
Courts Memorandum and Order did not specifically address the potential asbestos-related liability of Fibreboard, based upon the analysis that the District Court had followed in establishing estimated asbestos liability for Owens Corning, Owens
Corning also increased Fibreboards recorded reserve for potential asbestos-related liability by $907 million for the period ended March 31, 2005.



National Settlement Program Claims



Beginning in late 1998, Owens Corning implemented a National Settlement Program (NSP) to resolve personal injury asbestos claims through settlement agreements
with individual plaintiffs law firms. The NSP was intended to better manage the asbestos liabilities of Owens Corning and Fibreboard (see Item B below), and to help Owens Corning better predict the timing and amount of indemnity payments for
both pending and future asbestos claims.



The number of law firms participating
in the NSP expanded from approximately 50 when the NSP was established to approximately 120 as of the Petition Date. Each of these participating law firms agreed to a long-term settlement agreement which varied by firm (NSP Agreement)
extending through at least 2008 which provided for the resolution of their existing asbestos claims, including unfiled claims pending with the participating law firm at the time it entered into an NSP Agreement (Initial Claims). The NSP



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



agreements also established procedures and fixed payments for resolving, without litigation,
claims against either Owens Corning or Fibreboard, or both, arising after a participating firm entered into an NSP Agreement (Future Claims).



Settlement amounts for both Initial Claims and Future Claims were negotiated with each firm participating in the NSP, and each firm was to communicate with its respective
clients to obtain authority to settle individual claims. Payments to individual claimants were to vary based on a number of factors, including the type and severity of disease, age and occupation. All such payments were subject to delivery of
satisfactory evidence of a qualifying medical condition and exposure to Owens Cornings and/or Fibreboards products, delivery of customary releases by each claimant, and other conditions. Certain claimants settling non-malignancy claims
with Owens Corning and/or Fibreboard were entitled to an agreed pre-determined amount of additional compensation if they later developed a more severe asbestos-related medical condition.



As to Future Claims, each participating NSP firm agreed (consistent with applicable legal requirements) to recommend to its future clients,
based on appropriately exercised professional judgment, to resolve their asbestos personal injury claims against Owens Corning and/or Fibreboard through an administrative processing arrangement, rather than litigation. In the case of Future Claims
involving non-malignancy, claimants were required to present medical evidence of functional impairment, as well as the product exposure criteria and other requirements set forth above, to be entitled to compensation.



As of the Petition Date, the NSP covered approximately 239,000 Initial Claims against Owens
Corning, approximately 150,000 of which had satisfied all conditions to final settlement, including receipt of executed releases, or other resolution (the Final NSP Settlements) at an average cost per claim of approximately $9,300. As of
the Petition Date, approximately 89,000 of such Final NSP Settlements had been paid in full or otherwise resolved, and approximately 61,000 were unpaid in whole or in part. As of such date, the remaining balance payable under NSP Agreements in
connection with these unpaid Final NSP Settlements was approximately $510 million. Through the Petition Date, Owens Corning had received approximately 6,000 Future Claims under the NSP.



At this time, Owens Corning is unable to predict the manner in which the NSP Agreements and the resolution of claims thereunder will
ultimately be treated under the terms of any plan or plans of reorganization. However, the claims covered by the NSP Agreements were taken into account by the District Court in estimating the amount of Owens Cornings current and future
asbestos liability at $7 billion. Owens Corning therefore expects that the amount of such NSP Claims will not be in addition to the $7 billion amount estimated by the District Court, but rather included within that amount.



Non-NSP Claims



As of the Petition Date, approximately 29,000 asbestos personal injury claims were pending against Owens Corning outside the NSP. This
compares to approximately 25,000 such claims pending on December 31, 1999. The information needed for a critical evaluation of pending claims, including the nature and severity of disease and definitive identifying information concerning claimants,
typically becomes available only through the discovery process or as a result of settlement negotiations, neither of which have occurred since the Filing. As a result, Owens Corning has limited information about many of such claims.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



Owens Corning resolved (by settlement or otherwise) approximately 10,000 asbestos personal
injury claims outside the NSP during 1998, 5,000 such claims during 1999 and 3,000 such claims during 2000 prior to the Petition Date. The average cost of resolution was approximately $35,900 per claim for claims resolved during 1998, $34,600 per
claim for claims resolved during 1999, and $44,800 per claim for claims resolved during 2000 prior to the Petition Date. Generally, these claims were settled as they were scheduled for trial, and they typically involved more serious injuries and
diseases. Accordingly, Owens Corning does not believe that such average costs of resolution are representative of the value of the non-NSP claims then pending against the Company.



At this time, Owens Corning is unable to predict the manner in which non-NSP claims will ultimately be treated under the terms of any plan
or plans of reorganization.



Asbestos-Related Payments



As a result of the Filing, Owens Corning has not made any asbestos-related payments since
the Petition Date except for approximately $20 million paid on its behalf by third parties pursuant to appeal bonds issued prior to the Petition Date. During 1999 and 2000 (prior to the Petition Date), Owens Corning (excluding Fibreboard) made
asbestos-related payments falling within four major categories: (1) Settlements in respect of verdicts incurred or claims resolved prior to the implementation of the NSP (Pre-NSP Settlements); (2) NSP settlements; (3) Non-NSP settlements
covering cases not resolved by the NSP; and (4) Defense, claims processing and administrative expenses, as follows:



|                                                       |  |                          |     |                                |   |    
|------------------------------------------------------ |  | ------------------------ | --- | ------------------------------ | - | ---
|                                                       |  | 1999                     |     | 2000 (through October 4, 2000)
|                                                       |  | (In millions of dollars)
|Pre-NSP Settlements                                    |  | $                        | 170 |                                | $ | 51 
|NSP Settlements                                        |  |                          | 570 |                                |   | 538
|Non-NSP Settlements                                    |  |                          | 30  |                                |   | 42 
|Defense, Claims Processing and Administrative Expenses |  |                          | 90  |                                |   | 54 
|                                                       |  |                          |     |                                |   |    
|                                                       |  | $                        | 860 |                                | $ | 685
|                                                       |  |                          |     |                                |   |    



All amounts discussed above are before
tax and application of insurance recoveries.



Prior to the Petition Date, Owens
Corning deposited certain amounts in escrow accounts to facilitate claims processing under the NSP (Administrative Deposits). Amounts deposited into escrow in Administrative Deposits during a reporting period are included in the payments
shown for NSP Settlements during the period. At September 30, 2005, approximately $106 million of Administrative Deposits previously made by Owens Corning had not been finally distributed to claimants (Undistributed Administrative
Deposits) and, accordingly, are reflected in Owens Cornings Consolidated Balance Sheet as restricted assets (under the caption Restricted cash - asbestos and insurance related) and have not been subtracted from Owens
Cornings reserve for asbestos personal injury claims (discussed below).



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



At this time, Owens Corning is unable to predict what the treatment of funds held in
Undistributed Administrative Deposits will ultimately be under the terms of any plan or plans of reorganization. However, in 2001, the holder of approximately $49 million of Undistributed Administrative Deposits for Owens Corning (and approximately
$28 million of similar Undistributed Administrative Deposits for Fibreboard) filed a motion with the Bankruptcy Court requesting an order authorizing distribution of the deposits it holds (Subject Deposits) to the escrow beneficiaries.
As the result of hearings held on June 20 and July 22, 2002, the Bankruptcy Court has ruled that escrow beneficiaries that had received both written notice of approval for payment and an initial payment from the Subject Deposits prior to the
Petition Date would be entitled to receive their remaining payments (plus post-judgment interest after June 20, 2002) from the principal of the Subject Deposits, with the balance of the Subject Deposits, if any, plus any other investment proceeds to
be returned to Owens Corning (or Fibreboard, as appropriate) as contributor of the deposits. The Official Committee of Unsecured Creditors and the Legal Representative for the class of future asbestos claimants have each filed a notice of appeal
from the order, and the matter has been fully briefed but has not been decided by the District Court.



Reserve



Owens Corning estimates a
reserve in accordance with generally accepted accounting principles to reflect asbestos-related liabilities that have been asserted or are probable of assertion, in which liabilities are probable and reasonably estimable. This reserve was
established initially through a charge to income in 1991, with additional charges to income of approximately $1.1 billion in 1996, $1.4 billion in 1998, $1.0 billion in 2000 and $1.4 billion in 2002. For the reasons stated below, as a result of the
Memorandum and Order of the District Court issued on March 31, 2005, estimating the total asbestos-related liability of Owens Corning at $7 billion, Owens Corning increased its reserve for potential asbestos-related liabilities by $3.435 billion for
the first quarter of 2005, so that its recorded reserve for Owens Cornings asbestos-related liabilities equaled the District Courts estimate. Consequently, as of September 30, 2005, a reserve of $7 billion in respect of Owens
Cornings asbestos-related liabilities was one of the items included in Owens Cornings Consolidated Balance Sheet under the category Liabilities Subject to Compromise.



As Owens Corning has discussed in previous public filings, and as the District Court
emphasized in its March 31, 2005 Memorandum and Order, any estimate of its liabilities for pending and expected future asbestos claims is subject to considerable uncertainty because such liabilities are influenced by numerous variables that are
inherently difficult to predict. Prior to the Petition Date, such variables included, among others, the cost of resolving pending non-NSP claims; the disease mix and severity of disease of pending NSP claims; the number, severity of disease, and
jurisdiction of claims filed in the future (especially the number of mesothelioma claims); how many future claimants were covered by an NSP Agreement; the extent, if any, to which individual claimants exercised a right to opt out of an NSP Agreement
and/or engage counsel not participating in the NSP; the extent, if any, to which counsel not bound by an NSP Agreement undertook the representation of asbestos personal injury plaintiffs against Owens Corning; the extent, if any, to which Owens
Corning exercised its right to terminate one or more of the NSP Agreements due to excessive opt-outs or for other reasons; and Owens Cornings success in controlling the costs of resolving future non-NSP claims.



The Chapter 11 Cases significantly increased the inherent difficulties and uncertainties
involved in estimating the number and cost of resolution of present and future asbestos-related claims against Owens Corning. As described more fully below in Items A and B, however, the District Courts order on March 31, 2005, estimating
Owens Cornings personal injury asbestos-related liability has served to narrow the range of possible values of asbestos-related liabilities for both Owens Corning and Fibreboard.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



In connection with the process of negotiating a plan or plans of reorganization, or other
resolution of the Chapter 11 Cases by the Bankruptcy Court, a number of interested constituencies, including the representatives of the pre-petition and future asbestos claimants and other pre-petition creditors, have developed analyses of liability
for both pre-petition and future asbestos claims. Owens Corning and Fibreboard also developed their own analyses in connection with the Chapter 11 Cases. Such analyses by the Debtors and other interested constituencies are required in connection
with the establishment, as part of the plan of reorganization, of a section 524(g) trust for the benefit of asbestos claimants. In this regard, in October 2002, Owens Corning and Fibreboard completed analyses of liability for pre-petition and future
asbestos claims, which, as to future asbestos claims, were prepared by an outside consultant experienced in estimating asbestos-related claims in asbestos-related bankruptcies. These analyses indicated net present values for pre-petition and future
asbestos claims of Owens Corning and Fibreboard combined of approximately $5.874 billion, if NSP settlement values were assumed, and $8.547 billion, if 5-year historical settlement values for Owens Corning and Fibreboard, respectively, were used.
Based upon these analyses and the information then available from Owens Cornings discussions and negotiations with the various creditor constituencies concerning their relative positions on the terms of an acceptable plan of reorganization,
Owens Corning decided, in connection with its financial statements for the third quarter of 2002, to increase its and Fibreboards aggregate asbestos-related reserve to the lower of the two net present value numbers indicated by Owens
Cornings and Fibreboards analyses. In addition, since the reserve for Fibreboard asbestos-related liabilities exceeded the funds held in the Fibreboard Settlement Trust, the residual amount payable to charity under the terms of the Trust
(see Note 10 to the Consolidated Financial Statements) was reduced to zero as of September 30, 2002.



As part of the District Courts order scheduling the estimation hearing for January 13, 2005, the District Court ordered that all parties intending to present expert testimony at such hearing file any expert
reports by October 15, 2004. In response, in addition to the analyses of liability prepared on behalf of Owens Corning and Fibreboard (described above), asbestos liability estimates were filed with the District Court on behalf of various interested
parties, including the Official Committee of Asbestos Claimants, the Legal Representative for the class of future asbestos claimants, and the holders of the debt under the Pre-Petition Credit Facility. The net present values of the aggregate
asbestos liabilities estimated in such filings ranged from approximately $2.2 billion to approximately $11.1 billion for Owens Corning, and up to approximately $7.5 billion for Fibreboard.



Owens Corning notes that the amounts estimated in the above analyses of asbestos liabilities
varied substantially from one another, and certain of them varied substantially from the amounts then recorded in Owens Cornings and Fibreboards respective asbestos reserves. Owens Corning further notes that such analyses generally do
not involve the same type of estimation process required in connection with the preparation of financial statements under generally accepted accounting principles. In general, such accounting principles require accruals with respect to contingent
liabilities (including asbestos liabilities) only to the extent that such liabilities are both probable and reasonably estimable. With respect to such liabilities that are probable as to which a reasonable estimate can be made only in terms of a
range (with no point within the range determined to be more probable than any other point in such range), such accounting principles require only the accrual of the amount representing the low point in such range. In contrast, analyses prepared by
interested constituencies in asbestos-related bankruptcy cases (including those developed by Owens Corning and Fibreboard) customarily cover potential liabilities over a 50-year



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



period (at the end of which it is anticipated that potential asbestos claimants would in any
event have died as a result of other non-asbestos-related causes). Owens Corning believes, and the District Court emphasized in its March 31, 2005 Memorandum and Order, that any such analyses, and any assumptions utilized in the preparation of such
analyses, are inherently speculative for a number of reasons, including the variables and uncertainties described in this Note. Moreover, because such analyses are prepared solely for use in the negotiation of a plan of reorganization or otherwise
resolving the Chapter 11 Cases, they naturally reflect the respective interests of the different constituencies putting them forward. Certain constituencies, for example, may have an interest in presenting an analysis that estimates such liability
at the highest level that can arguably be justified; others may have an interest in estimating such liability at the lowest possible level; while others may have an interest in estimating such liability at a point between the two extremes, in an
effort to achieve consensus in the negotiation of the plan of reorganization or otherwise facilitate resolution of the Chapter 11 Cases. In addition, interested constituencies in the Chapter 11 Cases may also take into account the implications of
any such analyses prepared for use in the Chapter 11 Cases on their position in one or more of the other asbestos-related bankruptcy cases pending in the District of Delaware or elsewhere.



On March 31, 2005, the District Court issued a Memorandum and Order estimating the total
amount of contingent and unliquidated claims against Owens Corning for personal injury or death caused by exposure to asbestos (including pending claims, future claims and contract claims) at $7 billion. In its March 31, 2005 Memorandum and Order,
the District Court observed that the range of projected liabilities that were reflected in the various expert reports submitted to it resulted from the attempt to make predictions based upon other predictions and assumptions, and that relatively
minor variations in underlying assumptions can skew the end result enormously. The District Court further noted that it was estimating not how much each potential claimant would actually be entitled to receive but rather the total amount that the
claimants, as a group, could legitimately have claimed as compensation (or, in the case of future claimants, what their claims would have been worth in the tort system) as of the Petition Date. After the District Court denied their motion for
reconsideration, the holders of the debt under the Pre-Petition Credit Facility, as well as certain other parties, appealed the District Courts ruling to the Third Circuit. Briefing with respect to such appeal has not yet been completed.



Despite the District Courts estimation order, Owens Corning notes that
there continues to be uncertainty about the ultimate size of Owens Cornings asbestos-related liabilities, including due to the possibility of consensual agreement of the parties or asbestos reform legislation. However, Owens Corning believes
that the District Courts estimation serves to establish an amount within the range of possible values of Owens Cornings asbestos liability that is more probable than other possible values in the context of Chapter 11 cases. Accordingly,
as a result of the District Courts estimation, Owens Corning increased its reserve for potential asbestos-related liability by $3.435 billion for the period ended March 31, 2005, so that its recorded reserve equaled the level of asbestos
liability estimated by the District Court. Although the District Courts Memorandum and Order did not specifically address the potential asbestos-related liability of Fibreboard, based upon the analysis that the District Court had followed in
establishing estimated asbestos liability for Owens Corning, Owens Corning also increased Fibreboards recorded reserve for potential asbestos-related liability by $907 million for the period ended March 31, 2005 (see Item B below).



As described above, since Owens Corning believes that the District Courts estimation
serves to establish an amount within the range of possible values of Owens Cornings asbestos liability for personal injury or death that is more probable than the other possibilities, Owens Cornings reserve for asbestos-related



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



liabilities has been set equal to such estimate. Given the nature of the Chapter 11
proceedings, described above, Owens Corning cautions that the total asbestos-related liability ultimately established in the Chapter 11 Cases may be either higher or lower than the Companys reserve. Owens Corning notes that it expects an
ongoing high level of negotiations and information exchanges with the various creditor constituencies and other parties for the duration of the Chapter 11 Cases. Owens Corning will continue to review its asbestos reserve on a periodic basis and make
such adjustments as may be appropriate in light of such information and future developments in the Chapter 11 Cases. Any such revision could be material to the Companys consolidated financial position and results of operations in any given
period.



Senators Arlen Specter (R-PA) and Patrick Leahy (D-VT) co-sponsored an
asbestos litigation reform bill (S-852) introduced in the United States Senate on April 19, 2005. The proposed legislation is entitled the Fairness in Asbestos Injury Resolution Act of 2005 (the FAIR Act). The proposed legislation was
voted out of the Senate Judiciary Committee on May 26, 2005, but it has not yet been considered by the full Senate, and no action to do so has yet been scheduled.



If enacted into law, the FAIR Act would establish an administrative claims resolution structure through which all asbestos personal injury
claims would be channeled and reviewed. The FAIR Act would also establish a national trust fund, funded through mandated contributions from defendant companies, insurance companies and existing trusts, that would be the source of compensation of all
approved claims. Under terms of the FAIR Act, companies like Owens Corning and Fibreboard, that have filed for bankruptcy but have not yet emerged through a confirmed plan of reorganization, would be included as participants in the resolution
structure.



The legislative fate of the FAIR Act remains uncertain, and Owens
Corning is unable to predict whether the FAIR Act will be enacted or, if it is enacted, what its final form would be or what the effect, if any, would be on Owens Corning and Fibreboard or their plan or plans of reorganization. The provisions of any
legislation ultimately enacted may have a material effect on the amount of liability that Owens Corning and Fibreboard ultimately have for asbestos-related claims, which could be less than the amounts reserved for in Owens Cornings financial
statements.



|ITEM | B. - FIBREBOARD (EXCLUDING OWENS CORNING)
|---- | -----------------------------------------



Prior to 1972, Fibreboard manufactured asbestos containing products, including insulation products. Fibreboard has since been named as defendant in many thousands of
personal injury claims for injuries allegedly caused by asbestos exposure. Fibreboard received approximately 22,000 asbestos personal injury claims during 2000. Prior to the Petition Date, the vast majority of Fibreboard asbestos personal injury
claims were in the process of being resolved through the NSP, as described below. As a result of the Filing, all pre-petition asbestos claims and pending litigation against the Debtors were automatically stayed (see Note 1 to the Consolidated
Financial Statements). Owens Corning expects that all pending and future asbestos claims against Owens Corning and Fibreboard will be resolved pursuant to a plan or plans of reorganization. Owens Corning is unable to determine at this time whether
asbestos-related claims asserted against Fibreboard will be treated in the same manner as those asserted against Owens Corning in any such plan or plans ultimately confirmed.



As discussed in Item A above, the Debtors (including Fibreboard), together with the Official
Committee of Asbestos Claimants and the Legal Representative for the class of future asbestos claimants, filed on October 24, 2003 a proposed fourth amended joint plan of reorganization for the Debtors (including



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



Fibreboard). Ultimately, it is anticipated that Fibreboards (and Owens Cornings)
total liability for asbestos claims will be finally determined after a lengthy period of negotiations and, if necessary, by the Bankruptcy Court, taking into account numerous factors not present in the Companys pre-petition environment. Such
factors include the claims of competing creditor groups as to the appropriate treatment of their allowed claims in the plan or plans of reorganization, the size of the total asbestos liability, the total number of present asbestos claims allowed,
and the total amount of future asbestos claims allowed.



National Settlement Program Claims



Fibreboard is a
participant in the NSP and is a party to the NSP Agreements discussed in Item A. The NSP Agreements became effective as to Fibreboard in the fourth quarter of 1999, when the Insurance Settlement (discussed below) became effective. The NSP Agreements
settled asbestos personal injury claims that had been filed against Fibreboard by participating plaintiffs law firms and claims that could have been filed against Fibreboard by such firms following the lifting, in the third quarter of 1999, of
an injunction which had barred the filing of asbestos personal injury claims against Fibreboard.



As of the Petition Date, the NSP covered approximately 206,000 Initial Claims against Fibreboard, approximately 118,000 of which had satisfied all conditions to final settlement, including receipt of executed
releases, or other resolution as Final NSP Settlements at an average cost per claim of approximately $7,400. As of the Petition Date, approximately 62,000 of such Final NSP Settlements had been paid in full or otherwise resolved and approximately
56,000 were unpaid in whole or in part. As of such date, the remaining balance payable under NSP Agreements in connection with these unpaid Final NSP Settlements was approximately $330 million. The NSP Agreements also provided for the resolution of
Future Claims against Fibreboard through the administrative processing arrangement described in Item A. Through the Petition Date, Fibreboard had received approximately 6,000 Future Claims under the NSP.



At this time, Owens Corning is unable to predict the manner in which the NSP Agreements and
the resolution of Fibreboard claims thereunder will ultimately be treated under the terms of any plan or plans of reorganization.



Non-NSP Claims



As of the Petition Date, approximately 9,000 asbestos personal injury claims were pending against Fibreboard outside the NSP. This compares to approximately 1,000 such claims pending on December 31, 1999. Fibreboard
resolved (by settlement or otherwise) approximately 2,000 asbestos personal injury claims outside the NSP during 2000 prior to the Petition Date at an average cost of resolution of approximately $45,000 per claim. Generally, these claims were
settled as they were scheduled for trial, and they typically involved more serious injuries and diseases. Accordingly, Owens Corning does not believe that such average cost of resolution is representative of the value of the non-NSP claims then
pending against Fibreboard.



At this time, Owens Corning is unable to predict
the manner in which Fibreboard non-NSP claims will ultimately be treated under the terms of any plan or plans of reorganization.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



Insurance Settlement



In 1993, Fibreboard and two of its insurers, Continental Casualty Company (Continental) and Pacific Indemnity Company
(Pacific), entered into the Insurance Settlement. The Insurance Settlement became effective in the fourth quarter of 1999.



Since 1993, Continental and Pacific paid, either directly or through an escrow account funded by them, for substantially all settlements of asbestos claims reached prior
to the initiation of the NSP. Under the Insurance Settlement, Continental and Pacific provided $1.873 billion during the fourth quarter of 1999 to fund costs of resolving pending and future Fibreboard asbestos-related liabilities, whether under the
NSP, in the tort system, or otherwise.



As of September 30, 2005, the remaining
Insurance Settlement funds were held in and invested by the Fibreboard Settlement Trust. As of that date, $1.301 billion was held in the Fibreboard Settlement Trust and $127 million was held in Undistributed Administrative Deposits in respect of
Fibreboard claims. On an ongoing basis, the funds held in the Fibreboard Settlement Trust will be subject to investment earnings/losses and will be reduced if and as applied to satisfy asbestos-related liabilities. Under the terms of the Fibreboard
Settlement Trust, any of such assets that ultimately are not used to fund Fibreboards asbestos-related liabilities must be distributed to charity. However, since the reserve for Fibreboard asbestos-related liabilities exceeds the funds held in
the Fibreboard Settlement Trust, the residual amount payable to charity under the terms of the Trust (see Note 10 to the Consolidated Financial Statements) was reduced to zero as of September 30, 2002.



Funds held in the Fibreboard Settlement Trust and Fibreboards Undistributed
Administrative Deposits are reflected on Owens Cornings Consolidated Balance Sheet as restricted assets. At September 30, 2005, these assets were reflected as non-current assets, under the category Restricted cash, securities and other -
Fibreboard. See Note 10 to the Consolidated Financial Statements for additional information concerning the Fibreboard Settlement Trust.



At this time, Owens Corning is unable to predict what the treatment of funds held in the Fibreboard Settlement Trust and in Undistributed Administrative Deposits in
respect of Fibreboard claims (see Item A) will ultimately be under the terms of any plan or plans of reorganization.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



Asbestos-Related Payments



As a result of the Filing, Fibreboard has not made any asbestos-related payments since the
Petition Date. During 2000 (prior to the Petition Date), gross payments for asbestos-related claims against Fibreboard, all of which were paid/reimbursed by the Fibreboard Settlement Trust, fell within four major categories, as follows:



|                                                       |  |                                |    
|------------------------------------------------------ |  | ------------------------------ | ---
|                                                       |  | 2000 (through October 4, 2000)
|                                                       |  | (In millions of dollars)      
|Pre-NSP Settlements                                    |  | $                              | 29 
|NSP Settlements                                        |  |                                | 705
|Non-NSP Settlements                                    |  |                                | 41 
|Defense, Claims Processing and Administrative Expenses |  |                                | 45 
|                                                       |  |                                |    
|                                                       |  | $                              | 820
|                                                       |  |                                |    



The payments for NSP Settlements
include Administrative Deposits during the reporting period in respect of Fibreboard claims.



Reserve



Owens Corning estimates a
reserve for Fibreboard in accordance with generally accepted accounting principles to reflect asbestos-related liabilities. As described in Item A above, on March 31, 2005, the District Court issued a Memorandum and Order estimating the total amount
of contingent and unliquidated claims against Owens Corning for personal injury or death caused by exposure to asbestos. The amount estimated by the Court exceeded the high end of the range of estimates of Owens Cornings liability for asbestos
claims that had been provided by Owens Cornings asbestos valuation experts but was below the range of estimates of such liability provided by the valuation experts of the Official Committee of Asbestos Claimants and the Legal Representative
for the class of future asbestos claimants. Although the District Courts Memorandum and Order did not specifically address the potential asbestos-related liability of Fibreboard, based upon the analysis that the District Court had followed in
establishing estimated asbestos liability for Owens Corning, Owens Corning increased Fibreboards recorded reserve for potential asbestos-related liability by $907 million for the period ended March 31, 2005, so that it equaled the high end of
the range of estimates of Fibreboards liability for asbestos claims that had been provided by Owens Cornings valuation experts for use in the estimation hearing. Consequently, as of September 30, 2005, a reserve of approximately $3.216
billion in respect of Fibreboards asbestos-related liabilities was one of the items included in Owens Cornings Consolidated Balance Sheet under the category Liabilities Subject to Compromise.



As noted in Item A above as to Owens Corning, the estimate of Fibreboards liabilities
for pending and expected future asbestos claims is subject to considerable uncertainty because such liabilities are influenced by numerous variables that are inherently difficult to predict. Ultimately, it is anticipated that the aggregate value of
Fibreboards current and future asbestos personal injury claims will be determined as a result of negotiations involving the Official Committee of Asbestos Claimants, the Legal Representative for the class of future asbestos claimants and other
interested constituencies or, if necessary, by the Bankruptcy Court. It is not possible to predict the outcome of such negotiations or court determination at this time. The ultimate determination of such liabilities will take into account



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



numerous factors not present in the Companys pre-petition environment. Such factors
include the claims of competing creditor groups as to the appropriate treatment of their allowed claims in the plan or plans of reorganization, the size of the total asbestos liability, the total number of present asbestos claims allowed, and the
total amount of future asbestos claims allowed. In light of the above, at this time Owens Corning is unable to predict what the treatment of funds held in the Fibreboard Settlement Trust and in Undistributed Administrative Deposits in respect of
Fibreboard claims will be under the terms of any plan or plans of reorganization ultimately confirmed.



Owens Corning believes that Fibreboards reserve for asbestos claims represents at least a minimum in a range of possible outcomes of the plan negotiation process as to the amount of Fibreboards total
liability for asbestos-related claims against it as determined through the Chapter 11 process. Given the nature of the Chapter 11 proceedings, described above, Owens Corning cautions that the total asbestos-related liability ultimately established
in the Chapter 11 Cases may be either higher or lower than Fibreboards reserve. Owens Corning notes that it expects an ongoing high level of negotiations and information exchanges with the various creditor constituencies and other parties for
the duration of the Chapter 11 Cases. Owens Corning will continue to review Fibreboards asbestos reserve on a periodic basis and make such adjustments as may be appropriate in light of such information and future developments in the Chapter 11
Cases. Any such revision could be material to the Companys consolidated financial position and results of operations in any given period.



As noted in Item A above, Senators Arlen Specter (R-PA) and Patrick Leahy (D-VT) co-sponsored an asbestos litigation reform bill (S-852) introduced in the United States
Senate on April 19, 2005. The proposed legislation is entitled the Fairness in Asbestos Injury Resolution Act of 2005 (the FAIR Act). The proposed legislation was voted out of the Senate Judiciary Committee on May 26, 2005, but it has
not yet been considered by the full Senate, and no action to do so has yet been scheduled.



If enacted into law, the FAIR Act would establish an administrative claims resolution structure through which all asbestos personal injury claims would be channeled and reviewed. The FAIR Act would also establish a
national trust fund, funded through mandated contributions from defendant companies, insurance companies and existing trusts, that would be the source of compensation of all approved claims. Under terms of the FAIR Act, companies like Owens Corning
and Fibreboard, that have filed for bankruptcy but have not yet emerged through a confirmed plan of reorganization, would be included as participants in the resolution structure.



The legislative fate of the FAIR Act remains uncertain, and Owens Corning is unable to predict whether the FAIR Act will be enacted or, if
it is enacted, what its final form would be or what the effect, if any, would be on Owens Corning and Fibreboard or their plan or plans of reorganization. The provisions of any legislation ultimately enacted may have a material effect on the amount
of liability that Owens Corning and Fibreboard ultimately have for asbestos-related claims, which could be less than the amounts reserved for in Owens Cornings financial statements.



ITEM C. - OTHER ASBESTOS-RELATED MATTERS



Other Asbestos-Related Litigation



As previously reported, the Company believes that it has spent significant amounts to resolve claims of asbestos claimants whose injuries were caused or exacerbated by
cigarette smoking. As described below,



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



Owens Corning and Fibreboard instituted litigation against tobacco companies to obtain
payment of monetary damages (including punitive damages) for payments made by Owens Corning and Fibreboard to asbestos claimants who developed smoking-related diseases.



In October 1998, the Circuit Court for Jefferson County, Mississippi granted leave to file an amended complaint in an existing action to add
claims by Owens Corning against seven tobacco companies and several other tobacco industry defendants. On June 17, 2001, the Jefferson court entered an order dismissing Owens Cornings case in response to the defendants motion for summary
judgment on the basis that Owens Cornings injuries were indirect and thus too remote under Mississippi law to allow recovery. The Supreme Court of Mississippi issued an opinion upholding the dismissal on March 18, 2004.



In addition to the Mississippi lawsuit, a lawsuit brought in December 1997 by Owens Corning
and Fibreboard is pending in the Superior Court for Alameda County, California against the same tobacco companies. In August 2001, the defendants filed motions to dismiss Owens Cornings and Fibreboards claims on the basis of the decision
in the Mississippi lawsuit as well as California law. As the result of a hearing on these motions on November 20, 2001, the California court denied the motion to dismiss Fibreboards claims on the basis of the decision in the Mississippi
lawsuit and otherwise stayed the proceeding pending the outcome of the Mississippi suit. The proceeding remains stayed. There can be no assurance that this litigation will go to trial or be successful.



Insurance



As of September 30, 2005, Owens Cornings Consolidated Financial Statements reflect $4 million in unexhausted insurance coverage (net
of deductibles and self-insured retentions) under its liability insurance policies applicable to asbestos personal injury claims. This amount represented unconfirmed potential non-products coverage with excess level insurance carriers, as to which
Owens Corning had estimated its probable recoveries.



Owens Corning also has
other unconfirmed potential non-products coverage with excess level carriers. Owens Corning is actively pursuing non-products insurance recoveries under these policies. In October, 2001, Owens Corning filed a lawsuit in Lucas County, Ohio, against
ten excess level carriers for declaratory relief and damages for failure to make payments under its non-products insurance coverage. As described in the following paragraph, Owens Corning reached final settlements with two of such carriers in late
2004. The amount and timing of recoveries from excess level policies with the remaining carriers will depend on the outcome of litigation or other proceedings, possible settlements of those proceedings, or other negotiations.



As indicated above, in late 2004 Owens Corning entered into settlement agreements with two of
its excess insurance carriers, resolving disputes concerning coverage from such insurers for non-products asbestos-related personal injury claims. As a result, the two carriers funded approximately $21 million into escrow accounts to be released in
conjunction with implementation of an approved plan of reorganization. In 2001, Owens Corning entered into a settlement agreement with another of its excess insurance carriers, whereby the carrier funded $55 million into a similar escrow account.
The escrowed funds described above, plus earnings, are reflected on Owens Cornings Consolidated Balance Sheet as restricted assets, under the category Restricted cash  asbestos and insurance related.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



During 2005, Owens Corning received payments of approximately $1 million in respect of a
previous settlement with a bankrupt insurance carrier concerning coverage for asbestos-related personal injury claims.



Other Matters



SECURITIES AND CERTAIN OTHER LITIGATION



On or about April 30, 2001, certain of the Companys current and former directors and officers, as well as certain underwriters, were named as defendants in a
lawsuit captioned John Hancock Life Insurance Company, et al. v. Goldman, Sachs & Co., et al. in the United States District Court for the District of Massachusetts. An amended complaint was filed by the plaintiffs on or about July 5, 2001. Owens
Corning is not named in the lawsuit. The suit purports to be a securities class action on behalf of purchasers of certain unsecured debt securities of Owens Corning in offerings occurring on or about April 30, 1998 and July 23, 1998. The complaint
alleges that the registration statements pursuant to which the offerings were made contained untrue and misleading statements of material fact and omitted to state material facts which were required to be stated therein and which were necessary to
make the statements therein not misleading, in violation of sections 11, 12(a)(2) and 15 of the Securities Act of 1933. The amended complaint seeks an unspecified amount of damages or, where appropriate, rescission of the plaintiffs purchases.
The defendants filed a motion to dismiss the action on November 20, 2001. A hearing was held on this motion on April 11, 2002, and the Court issued a decision denying the motion on August 26, 2002. On March 9, 2004, the Court granted class
certification as to those claims relating to written representations but denied certification as to claims relating to alleged oral representations. A status conference on this matter is set for November 8, 2005. Owens Corning believes that the
claim is without merit.



On or about January 27, 2003, certain of
the Companys current and former directors and officers were named as defendants in a lawsuit captioned Robert Greenburg, et al. v. Glen Hiner, et al. in the United States District Court for the Northern District of Ohio, Western Division.
Subsequent to January 27, 2003, three substantially similar actions, with named plaintiffs Nicholas Radosevich, Howard E. Leppla, and William Benanchietti, respectively, were filed against the same defendants in the same court. On July 30, 2003, the
court consolidated the four cases under the caption Robert Greenburg, et al. v. Glen Hiner, et al., and appointed lead plaintiffs JKF Investment Co., Icarus Trading, Inc. and HGK Asset Management. An amended complaint was filed by the plaintiffs on
or about September 8, 2003. Owens Corning was not named in the lawsuit. The suit purported to be a class action for securities fraud under sections 10(b) and 20(a) of the Securities Exchange Act of 1934, on behalf of a class comprised of persons who
purchased stock of Owens Corning during the period from September 20, 1999, through October 4, 2000. The complaint sought an unspecified amount of damages and/or, where appropriate, rescission. On March 3, 2005, the Court granted the
defendants motion to dismiss the action, on the grounds that the plaintiffs claims are time-barred under the applicable statute of limitations. The plaintiffs have filed a notice of appeal of the dismissal. Owens Corning believes that
the claim is without merit.



On or about September 2, 2003,
certain of the Companys current and former directors and officers were named as defendants in a lawsuit captioned Kensington International Limited, et al. v. Glen Hiner, et al. in the Supreme Court of the State of New York, County of New York.
Owens Corning is not named in the lawsuit. The suit, which was brought by Kensington International Limited and Springfield



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



Associates, LLC, two assignees of lenders under the Pre-Petition Credit Facility, alleges
causes of action (1) against all defendants for breach of fiduciary duty, and (2) against certain defendants for fraud in connection with certain loans made under the Pre-Petition Credit Facility. The complaint seeks an unspecified amount of
damages. On October 6, 2003, the Company filed in the USBC a Complaint for Temporary Restraining Order, Preliminary Injunction and Enforcement of the Automatic Stay, requesting a preliminary injunction against further prosecution of the suit until
after confirmation of a plan of reorganization for the Company. By order of the USBC, the New York action has been stayed, with limited exceptions, until the earlier of the entry of an order confirming a plan of reorganization for the Company or
further order of the Court. Owens Corning believes that the claim is without merit.



Owens Corning holds an indirect ownership interest in ServiceLane.com, Inc. (ServiceLane), which is in Chapter 7 bankruptcy proceedings in the United States Bankruptcy Court for the Northern District of Texas, Dallas Division,
Case No. 01-36044-HCA-7 (Abrahamson, B.J.). Two former employees of ServiceLane (the SL Plaintiffs) have filed proofs of claim (Claims No. 8651 and 8622) against Owens Corning in the Chapter 11 Cases, alleging fraud and
misrepresentation. Additionally, on July 24, 2003, the SL Plaintiffs, along with ServiceLanes Chapter 7 trustee, brought suit against two Owens Corning officers, who also were directors of ServiceLane, in the United States District Court for
the Northern District of Ohio, Western Division, under the caption ServiceLane.com, Inc., et al. v. Stein, et al. In the complaint, ServiceLane alleged a breach of fiduciary duty against both officers and the SL Plaintiffs alleged fraud against one
officer. Owens Corning was not named in the lawsuit. On September 10, 2003, Owens Corning filed in the USBC an objection to the proofs of claim filed by the SL Plaintiffs as well as a counterclaim seeking declaratory relief in the form of a
declaration that neither Owens Corning nor the two officers harmed the SL Plaintiffs. On October 1, 2003, the two officers filed a similar adversary proceeding in the USBC. In October 2003, the SL Plaintiffs filed a motion to dismiss Owens
Cornings counterclaim and, in November 2003, the SL Plaintiffs filed a motion to dismiss the adversary proceeding by the two officers. Hearings on both motions to dismiss were held on January 23, 2004. The USBC denied the motion to dismiss
Owens Cornings counterclaim and deferred action on the other motion to dismiss. Subsequently, the SL Plaintiffs and the two officers agreed to a dismissal of the Ohio action and a refiling in the USBC. As a result, all such proceedings are now
pending in the USBC. On January 19, 2005, the USBC denied the motion of the SL Plaintiffs for leave to amend their complaint. Owens Corning believes that the claims of the SL Plaintiffs and the claims of ServiceLanes Chapter 7 trustee are
without merit.



The named officer and director defendants in each of the above
proceedings have each filed contingent indemnification claims with respect to such litigation against Owens Corning pursuant to the General Bar Date process described below.



GENERAL BAR DATE CLAIMS



In connection with the Chapter 11 Cases, the Bankruptcy Court set April 15, 2002 as the last date by which holders of certain pre-petition
claims against the Debtors must file their claims (the General Bar Date). The General Bar Date does not apply to asbestos-related personal injury claims and asbestos-related wrongful death claims (other than claims for contribution,
indemnity, reimbursement, or subrogation). Approximately 25,000 proofs of claim (including the claims described below under the headings PBGC Claim, Tax Claim and Specialty Roofing Claim), totaling approximately
$16.6 billion, alleging a right to payment from a Debtor were filed with the Bankruptcy Court in response to the General Bar Date. As to the Pre-Petition Credit Facility, the claim total reflects only a single claim (in the



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(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



amount of approximately $1.6 billion) although the holders have asserted this claim against
Owens Corning and each of six other Debtors that issued a guarantee with respect to the facility. For further information concerning the filed claims, see Note 1 to the Consolidated Financial Statements, under the heading General Bar
Date.



PBGC CLAIM



In connection with the General Bar Date described above, the Pension Benefit Guaranty
Corporation (PBGC), an agency of the United States, has filed a claim, in the amount of approximately $458 million, in connection with statutory liability for unfunded benefit liabilities of the Owens Corning Merged Retirement Plan (the
Pension Plan). The claim states that it is contingent upon termination of the Pension Plan. Since Owens Corning does not anticipate that the Debtors plan or plans of reorganization will provide for termination of the Pension Plan,
it believes that this claim ultimately will become moot.



TAX CLAIM



Owens Cornings federal income
tax returns typically are audited by the Internal Revenue Service (IRS) in multi-year audit cycles. The audit for the years 1992-1995 was completed in late 2000. Due to the Filing, the IRS also accelerated and completed the audit for the
years 1996-1999 by March of 2001. As the result of these audits and unresolved issues from prior audit cycles, the IRS asserted claims for unpaid income taxes plus interest thereon. As the result of settlement negotiations, in the fourth quarter of
2004 the Company and the IRS reached an agreement in principle to settle such claims in return for total settlement payments by the Company of approximately $69 million, plus interest of approximately $30 million, as calculated by the Company. The
settlement was approved by the Bankruptcy Court by order dated November 15, 2004 and by the Congressional Joint Committee on Taxation on May 17, 2005. The IRS is currently in the process of implementing the settlement, including performing its
calculation of the interest component, which could vary from the amount of interest as calculated by the Company.



Pending audit of Owens Cornings federal income tax return for the year 2000, the IRS has also filed a protective claim in the amount of approximately $50 million
plus interest, covering a tax refund received by Owens Corning for such year.



As described in Note 1 to the Consolidated Financial Statements, under the heading General Bar Date, the United States Department of Treasury has filed proofs of claim, totaling approximately $538 million, in connection with
these tax claims. As part of the implementation of the settlement described above, the filed proofs of claim will be amended appropriately.



In accordance with generally accepted accounting principles, Owens Corning maintains tax reserves to cover audit issues. While Owens Corning believes that the existing
reserves are appropriate in light of the audit issues involved, its defenses, its prior experience in resolving audit issues, and its ability to realize certain challenged deductions in subsequent tax returns if the IRS were successful, there can be
no assurance that such reserves will be sufficient. Owens Corning will continue to review its tax reserves on a periodic basis and make such adjustments as may be appropriate. Any such revision could be material to the Companys consolidated
financial position and results of operations in any given period.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



SPECIALTY ROOFING CLAIM



Three purchasers of a specialty roofing product have filed proofs of claim in the aggregate
amount of $275 million on behalf of themselves individually and on behalf of a purported class of pre-petition claimants with respect to such product, and have moved the USBC to certify such class. The USBC has continued class certification for
pre-petition claimants pending mediation of the claims. In addition, Owens Corning has been named a defendant in a purported class action, originally filed in the Superior Court for the County of San Joaquin, California, on behalf of post-petition
claimants with respect to such product. Subsequently, Owens Corning removed the California proceeding to the United States Bankruptcy Court for the Eastern District of California (CBC), and the CBC, upon Owens Cornings motion,
ordered that the proceeding be transferred to the USBC. In late October, 2005, Owens Corning reached an agreement in principle to settle both purported class actions. The settlement is subject to final documentation and to approval by the Bankruptcy
Court. The settlement amount is fully reserved in the Consolidated Financial Statements as of September 30, 2005.



AVOIDANCE ACTIONS



Under the Bankruptcy Code, October 4, 2002 was the deadline by which the Debtors, on behalf of the bankruptcy estates, could bring adversary actions seeking the return of
potentially avoidable transfers made by the Debtors to certain parties within a prescribed period prior to the commencement of the Chapter 11 Cases. As part of their review of potentially avoidable transactions, the Debtors (1) negotiated tolling
agreements with some of the recipients of the preferential transfers in order to toll the time period in which to bring an avoidance action; (2) determined not to prosecute certain of those potential avoidance actions that were not the subject of
tolling agreements; and (3) instituted, prior to the October 4, 2002 deadline, a total of 19 adversarial actions, including 3 preference actions, 1 turnover action, and 15 avoidance actions, as described further below. All such actions were
commenced in the USBC.



Among the parties who were identified by the Debtors as
having received potentially avoidable transfers were (a) 12 present and former officers that received certain pre-petition incentive payments exceeding a threshold in the aggregate per officer; (b) one director that received a pre-petition pension
payment; and (c) a joint venture affiliate of the Company that received approximately $3.8 million in the one-year period prior to the commencement of the Chapter 11 Cases.



The Debtors have executed tolling agreements with all 12 present and former officers and the director, as well as with certain other parties
identified as having received potentially avoidable transfers. After initially being covered by a tolling agreement, the claim against the joint venture affiliate was subsequently released as part of a Bankruptcy Court approved settlement with the
affiliate, entered into in connection with the affiliates separate bankruptcy proceedings.



The adversary actions were commenced against various other defendants seeking, among other things, (a) avoidance of certain guarantees and certain preferential payments made in connection with Owens Cornings
Pre-Petition Credit Facility (the Pre-Petition Credit Facility Action); (b) the return of up to approximately $515 million paid by the Company to shareholders of Fibreboard in connection with the Companys purchase of Fibreboard in
1997 (the FBD Shareholder Action); (c) the return of up to approximately $61.8 million paid by the Company to shareholders in dividends in the period 1996 through 2000 (the Dividend Action); and (d) the return of
approximately $133 million paid by the



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(unaudited)



9. CONTINGENT LIABILITIES AND OTHER MATTERS (continued)



Company to Bank of America Corp. in connection with Owens Cornings purchase of Fibreboard in 1997. Both the FBD Shareholder Action and the Dividend Action are
defendant class actions. Certain present or former officers or directors of the Company may be members of either or both defendant classes. Certain holders of Owens Corning debt securities have filed a Complaint in Intervention in connection with
the Pre-Petition Credit Facility Action, seeking to assert securities fraud related claims against five subsidiaries of Owens Corning that issued guarantees in connection with the Pre-Petition Credit Facility. The Company has opposed such
intervention. It is expected that such matter will be determined by the Bankruptcy Court in conjunction with the Pre-Petition Credit Facility Action.



Separately, and at the request of the Official Committee of Unsecured Creditors and the direction of the Bankruptcy Court, the Debtors either obtained tolling agreements
from, or filed actions against, approximately 115 law firms that entered into NSP or non-NSP agreements with the Debtors on behalf of claimants asserting asbestos-related personal injury or wrongful death claims. Lawsuits were brought initially
against the 11 law firms that did not sign tolling agreements, seeking two forms of relief: (a) first, a declaratory judgment as to whether payments made, or obligations incurred, under NSP and non-NSP agreements were in exchange for reasonably
equivalent value; and (b) second, in the event reasonably equivalent value was not received, the recovery or avoidance of payments made and obligations incurred under the relevant NSP and non-NSP agreements pursuant to applicable state and federal
fraudulent conveyance law. On or before September 29, 2003, similar lawsuits were brought against 5 additional law firms whose tolling agreements were about to expire. The Official Committee of Unsecured Creditors was named as a defendant in all
such lawsuits, solely with respect to the declaratory relief sought. During the first quarter of 2004, the lawsuit against one of the law firms was dismissed with the consent of the Official Committee of Unsecured Creditors and Bankruptcy Court
approval.



By motions filed on various dates, the Debtors have requested a stay
of the foregoing litigation pending its disposition in a plan of reorganization. Pursuant to a ruling of the Bankruptcy Court, all of the foregoing litigation, other than the Pre-Petition Credit Facility Action and two commercial preference actions,
has been stayed until February 28, 2006. The Pre-Petition Credit Facility Action has been continued indefinitely by the District Court.



OTHER BANKRUPTCY RELATED MATTERS



See Note 1 to the Consolidated Financial Statements for a discussion of other bankruptcy related matters.



TALOJA, INDIA MANUFACTURING FACILITY



During the week of July 24, 2005, the Company experienced a flood at its Taloja, India
manufacturing facility, a 60% owned joint venture. This facility is insured for property damage and business interruption losses related to such events, subject to deductibles and policy limits. The Company estimates it has incurred, or will incur,
a total of $45 million to $55 million of property damage costs and business interruption losses in 2005 and 2006 associated with the Taloja flood. The Company believes these costs/losses will be substantially covered by insurance. However, should
the expected recoveries not be received, the uncovered costs and losses could have a material adverse impact on the Composite Solutions business. Also, the timing of any recoveries may result in expenses being taken in periods before the insurance
receipts are recorded or received.



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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



10. FIBREBOARD SETTLEMENT TRUST



Under the
Insurance Settlement described in Note 9 to the Consolidated Financial Statements, two of Fibreboards insurers provided $1.873 billion during the fourth quarter of 1999 to fund the costs of resolving pending and future Fibreboard
asbestos-related liabilities. As of September 30, 2005, the remaining Insurance Settlement funds were held in and invested by the Fibreboard Settlement Trust (the Trust). On an ongoing basis, the funds held in the Trust will be subject
to investment earnings/losses and will be reduced if and as applied to satisfy Fibreboard asbestos-related liabilities. Under the terms of the Trust, any Trust assets that ultimately are not used to fund Fibreboards asbestos-related
liabilities must be distributed to charity. Based on currently available information, Owens Corning does not believe that any such assets will remain for distribution at the conclusion of the Chapter 11 Cases.



The Trust is a qualified settlement fund for federal income tax purposes, and is taxed
separately from Owens Corning on its net taxable income, after deduction for related administrative expenses.



At this time, Owens Corning is unable to predict what the treatment of the Fibreboard Settlement Trust will ultimately be under the terms of any plan or plans of reorganization.



General Accounting Treatment



The assets of the Trust are comprised of cash and marketable securities (collectively, the
Trust Assets) and, with Fibreboards Undistributed Administrative Deposits, are reflected on Owens Cornings Consolidated Balance Sheet as restricted assets. At September 30, 2005, these assets were reflected as non-current
assets, under the category Restricted cash, securities and other  Fibreboard. Owens Corning estimates a reserve for Fibreboard in accordance with generally accepted accounting principles to reflect asbestos-related liabilities (see
Note 9, Item B, to the Consolidated Financial Statements). As of September 30, 2005, these liabilities were one of the items included in Owens Cornings Consolidated Balance Sheet under the category Liabilities Subject to
Compromise. At September 30, 2005, the Consolidated Financial Statements reflect Fibreboards reserve for asbestos litigation claims at $3.216 billion.



For accounting purposes, the Trust Assets are classified as trading securities and are recorded at fair market value in the
Consolidated Financial Statements in accordance with Statement of Financial Accounting Standards No. 115, Accounting for Certain Investments in Debt and Equity Securities. Earnings, realized gains/losses and unrealized
increases/decreases in fair market value of Trust Assets are reflected as an increase/decrease in the carrying amount of such assets on the Consolidated Balance Sheet as well as a decrease/increase in Chapter 11 related reorganization items on the
Consolidated Statement of Income (Loss). Cost for purposes of computing realized gains/losses is determined using the specific identification method. The residual obligation to charity is included with Fibreboards reserve for asbestos
litigation claims as the asbestos-related liabilities exceeded the Trust Assets.



Results for the Periods Ended September 30, 2005 and 2004



The Trust Assets generated interest/dividend earnings of approximately $15 million and $14 million, respectively, during the third quarters of 2005 and 2004, for totals of $45 million and $43 million for the first nine months of 2005 and
2004, respectively. These amounts were recorded as Chapter 11 related reorganization items in the Consolidated Statement of Income (Loss).



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



10. FIBREBOARD SETTLEMENT TRUST (continued)



During the third quarters of 2005 and 2004, the fair market value adjustment for those
securities designated as trading securities resulted in an unrealized loss of approximately $6 million and an unrealized gain of approximately $10 million, respectively, recorded as a change in the carrying amount of the assets on the Consolidated
Balance Sheet. For the nine month periods ended September 30, 2005 and 2004, the Company recorded unrealized losses of $23 million and $17 million, respectively. These adjustments were recorded as Chapter 11 related reorganization items in the
Consolidated Statement of Income (Loss).



As a result of the Filing, there were
no payments for asbestos litigation claims from the Trust during the quarterly or nine month periods ended September 30, 2005 or 2004. No payments were made for taxes during the quarterly or nine month periods ended September 30, 2005 or 2004. The
sale of securities resulted in realized losses of approximately $6 million and $3 million during the third quarters of 2005 and 2004, respectively (a loss of $12 million and $8 million, respectively, during the first nine months of such years).
Realized gains or losses from the sale of securities are reflected on the Companys financial statements in the same manner as actual returns on Trust Assets, described above.



During the first quarter of 2005, the Company increased Fibreboards recorded reserve for potential asbestos-related liability by $907
million, to an aggregate $3.216 billion.



At September 30, 2005, the fair value
of Trust Assets and Administrative Deposits was $1.428 billion, which was comprised of Trust Assets of $1.301 billion of marketable securities and Administrative Deposits of $127 million.



The table below summarizes Trust and Administrative Deposits activity for the nine months ended September 30, 2005:



|                                                               |  |                          |       |   |                        |   |                 |  |   |               |   |  |           |     |   |                |   |      |   |  |   |        |  
|-------------------------------------------------------------- |  | ------------------------ | ----- | - | ---------------------- | - | --------------- |  | - | ------------- | - |  | --------- | --- | - | -------------- | - | ---- | - |  | - | ------ | -
|                                                               |  | Balance 12/31/04         |       |   | Interest and Dividends |   | Unrealized Loss |  |   | Realized Loss |   |  | Provision |     |   | Balance9/30/05 |  
|                                                               |  | (In millions of dollars) |      
|Assets                                                         |  |                          |       |   |                        |   |                 |  |   |               |   |  |           |     |   |                |   |      |   |  |   |        |  
|Trust Assets:                                                  |  |                          |       |   |                        |   |                 |  |   |               |   |  |           |     |   |                |   |      |   |  |   |        |  
|Marketable securities  trading                                |  | $                        | 1,291 |   |                        | $ | 45              |  | $ | (23           | ) |  | $         | (12 | ) |                | $ |     |   |  | $ | 1,301  |  
|Administrative Deposits                                        |  |                          | 127   |   |                        |   |                |  |   |              |   |  |           |    |   |                |   |     |   |  |   | 127    |  
|                                                               |  |                          |       |   |                        |   |                 |  |   |               |   |  |           |     |   |                |   |      |   |  |   |        |  
|Total assets                                                   |  | $                        | 1,418 |   |                        | $ | 45              |  | $ | (23           | ) |  | $         | (12 | ) |                | $ |     |   |  | $ | 1,428  |  
|                                                               |  |                          |       |   |                        |   |                 |  |   |               |   |  |           |     |   |                |   |      |   |  |   |        |  
|Liabilities                                                    |  |                          |       |   |                        |   |                 |  |   |               |   |  |           |     |   |                |   |      |   |  |   |        |  
|Accounts payable                                               |  | $                        | 19    |   |                        | $ |                |  | $ |              |   |  | $         |    |   |                | $ |     |   |  | $ | 19     |  
|Asbestos litigation claims                                     |  |                          | 2,309 |   |                        |   |                |  |   |              |   |  |           |    |   |                |   | 907  |   |  |   | 3,216  |  
|                                                               |  |                          |       |   |                        |   |                 |  |   |               |   |  |           |     |   |                |   |      |   |  |   |        |  
|Total Trust liabilities                                        |  |                          | 2,328 |   |                        |   |                |  |   |              |   |  |           |    |   |                |   | 907  |   |  |   | 3,235  |  
|                                                               |  |                          |       |   |                        |  
|Liabilities in excess of assets                                |  |                          | (910  | ) |                        |   | 45              |  |   | (23           | ) |  |           | (12 | ) |                |   | (907 | ) |  |   | (1,807 | )
|                                                               |  |                          |       |   |                        |   |                 |  |   |               |   |  |           |     |   |                |   |      |   |  |   |        |  
|Total Trust liabilities net of liabilities in excess of assets |  | $                        | 1,418 |   |                        | $ | 45              |  | $ | (23           | ) |  | $         | (12 | ) |                | $ |     |   |  | $ | 1,428  |  
|                                                               |  |                          |       |   |                        |   |                 |  |   |               |   |  |           |     |   |                |   |      |   |  |   |        |  



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



11. STOCK COMPENSATION



In December 2004, the
Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS No. 123R), which eliminates the alternative to apply the intrinsic value method of
accounting for stock based compensation permitted under Statement of Financial Accounting Standards No. 123, Accounting for Stock-Based Compensation (SFAS No. 123). The Company adopted the provisions of SFAS No. 123R during
the second quarter of 2005. None of the Companys previously issued stock-based awards were materially impacted by the adoption of this standard and the Company does not expect to issue additional stock-based compensation while it remains in
Chapter 11 proceedings.



Prior to adoption of SFAS No. 123R, the Company
utilized the intrinsic value method of accounting for expense recognition related to its stock-based compensation plans as permitted by SFAS No. 123. In accordance with pro forma disclosures required by SFAS No. 123, there would have been no impact
to reported net income (loss) for 2004 or 2005 had compensation cost for the Companys stock-based compensation plans been determined based on the fair value at the grant dates for awards under those plans.



12. EARNINGS PER SHARE



The following table
reconciles the weighted average number of shares used in the basic earnings per share calculation to the weighted average number of shares used to compute diluted earnings per share.



|                                                                                                                           |  |                            |        |                                |      |   |        |  |   |        |   |  |   |       
|-------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------ | ------------------------------ | ---- | - | ------ |  | - | ------ | - |  | - | ------
|                                                                                                                           |  | Quarter EndedSeptember 30, |        | Nine Months EndedSeptember 30,
|                                                                                                                           |  | 2005                       |        |                                | 2004 |   | 2005   |  |   | 2004  
|Net income used for basic and diluted earnings per share (millions)                                                        |  | $                          | (267   | )                              |      | $ | 94     |  | $ | (4,437 | ) |  | $ | 132   
|                                                                                                                           |  |                            |        |                                |      |   |        |  |   |        |   |  |   |       
|Weighted-average number of shares outstanding used for basic earnings per share (thousands)                                |  |                            | 55,327 |                                |      |   | 55,310 |  |   | 55,324 |   |  |   | 55,306
|                                                                                                                           |  |                            |        |                               
|Non-vested restricted shares (thousands)                                                                                   |  |                            |       |                                |      |   | 34     |  |   |       |   |  |   | 38    
|                                                                                                                           |  |                            |        |                               
|Deferred awards (thousands)                                                                                                |  |                            |       |                                |      |   | 24     |  |   |       |   |  |   | 24    
|                                                                                                                           |  |                            |        |                               
|Shares from assumed conversion of preferred securities (thousands)                                                         |  |                            |       |                                |      |   | 4,566  |  |   |       |   |  |   | 4,566 
|                                                                                                                           |  |                            |        |                                |      |   |        |  |   |        |   |  |   |       
|Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share (thousands) |  |                            | 55,327 |                                |      |   | 59,934 |  |   | 55,324 |   |  |   | 59,934
|                                                                                                                           |  |                            |        |                                |      |   |        |  |   |        |   |  |   |       



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



12. EARNINGS PER SHARE (continued)



Due to their anti-dilutive effect, the following shares were not included in the number of shares used in the calculation of diluted
earnings per share for the third quarter and nine months ended September 30, 2005:



|                                                       |  |                          |  |            
|------------------------------------------------------ |  | ------------------------ |  | -----------
|                                                       |  | Quarter                  |  | Nine Months
|                                                       |  | (In thousands of shares)
|Non-vested restricted shares                           |  | 15                       |  | 18         
|Deferred awards                                        |  | 24                       |  | 24         
|Shares from assumed conversion of preferred securities |  | 4,566                    |  | 4,566      
|                                                       |  |                          |  |            
|Total shares not included due to anti-dilutive effect  |  | 4,605                    |  | 4,608      
|                                                       |  |                          |  |            



13. COMPREHENSIVE INCOME/LOSS



The following
table presents comprehensive income (loss) for the periods indicated:



|                            |  |                            |      |                                |      |   |      |  |   |        |   |  |   |    
|--------------------------- |  | -------------------------- | ---- | ------------------------------ | ---- | - | ---- |  | - | ------ | - |  | - | ---
|                            |  | Quarter EndedSeptember 30, |      | Nine Months EndedSeptember 30,
|                            |  | 2005                       |      |                                | 2004 |   | 2005 |  |   | 2004  
|                            |  | (In millions of dollars)  
|Net income (loss)           |  | $                          | (267 | )                              |      | $ | 94   |  | $ | (4,437 | ) |  | $ | 132
|Other comprehensive income  |  |                            | 49   |                                |      |   | 32   |  |   | 25     |   |  |   | 17 
|                            |  |                            |      |                                |      |   |      |  |   |        |   |  |   |    
|Comprehensive income (loss) |  | $                          | (218 | )                              |      | $ | 126  |  | $ | (4,412 | ) |  | $ | 149
|                            |  |                            |      |                                |      |   |      |  |   |        |   |  |   |    



The Companys other comprehensive
income (loss) includes: (1) foreign currency adjustments; (2) minimum pension liability adjustments; and (3) deferred gains and losses on certain hedging transactions recorded at fair value.



14. INCOME TAXES



In the first quarter of 2005,
the Company increased its asbestos-related reserves through charges to income of $3.435 billion for Owens Corning asbestos-related liabilities and $907 million for Fibreboard asbestos-related liabilities, for an aggregate charge of $4.342 billion.
The Company evaluated the realization of the $1.720 billion deferred tax assets resulting from the aggregate $4.342 billion charge in light of the Companys financial position and the Chapter 11 proceedings. As a result of such assessment, the
Company increased its valuation allowance related to charges for asbestos-related liabilities by $1.645 billion, resulting in a $75 million net tax benefit in the first quarter of 2005.



On June 30, 2005, new Ohio state tax legislation, which among other changes phases out the Ohio state corporate income tax, was signed into
law. This legislation impacted the Companys ability to utilize its deferred tax assets, including previously recorded state of Ohio tax net operating loss carryforwards. As a result of this new legislation, the Company incurred $31 million of
additional tax expense during the second quarter to record its deferred tax assets and net operating loss carryforwards at realizable value.



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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

(unaudited)



14. INCOME TAXES (continued)



On October 22, 2004, the President signed the American Jobs Creation Act of 2004 (the Act). The Act creates a temporary
incentive for U.S. corporations to repatriate accumulated income earned abroad by providing an 85 percent dividend received deduction for certain dividends from controlled foreign corporations repatriated during 2005. During the fourth quarter of
2005, the Company intends to repatriate approximately $220 million of earnings currently considered as permanently reinvested, resulting in a tax liability of approximately $12 million. This liability was recorded as additional tax provision during
the third quarter of 2005.



15. ACCOUNTING PRONOUNCEMENTS



In December 2004,
the Financial Accounting Standards Board issued Statement of Financial Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS No. 123R), which eliminates the alternative to apply the intrinsic value method of
accounting for stock-based compensation permitted under Statement of Financial Accounting Statements No. 123, Accounting for Stock-Based Compensation. The Company adopted the provisions of SFAS No. 123R during the second quarter of 2005.
None of the Companys previously issued stock-based awards were materially impacted by the adoption of this standard and the Company does not expect to issue additional stock-based compensation while it remains in Chapter 11 proceedings.



In March 2005, the Financial Accounting Standards Board issued Interpretation
Number 47, Accounting for Conditional Asset Retirement Obligations (FIN 47). This statement clarifies the meaning of the term conditional asset retirement as used in Statement of Financial Accounting Standards No.
143, Accounting for Asset Retirement Obligations, and clarifies when an entity has sufficient information to reasonably estimate the fair value of an asset retirement obligation. The statement requires the accelerated recognition of
certain asset retirement obligations when a fair value of such obligations can be estimated. This statement becomes effective for the Company in the fourth quarter of 2005. Adoption of this standard will not have a material impact on the Company.



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



(All per share information discussed below is on a diluted basis. References in this Report to the Consolidated
Financial Statements refer to the Consolidated Financial Statements included in this Report.)



OVERVIEW



Chapter 11 Overview



October 5thof this year marked the fifth anniversary of our filing for Chapter 11 bankruptcy protection to resolve our Companys historic asbestos liability. Since
that time, we have worked diligently to formulate a plan of reorganization that will both resolve that liability and treat all of our creditors fairly and equitably. Our objective has been to work with all of our creditors in an attempt to
facilitate a plan that could be supported by all of them (Consensual Plan). To date, we have been unable to reach a Consensual Plan, but we remain committed to emerging as soon as possible, even if our plan of reorganization does not
enjoy the support of all of our creditor groups and we are required to seek its confirmation over the objections of certain creditors.



For the past few years, uncertainty surrounding two primary issues has negatively impacted progress in our case. Those issues were (1) the substantive consolidation of
Owens Corning and its debtor subsidiaries for purposes of our Chapter 11 proceedings, and (2) estimation of the total amount of the Companys asbestos liabilities. As described below, the uncertainty related to those two issues has now been
largely resolved. Consequently, we enter the fourth quarter of 2005 with hope that significant progress in the negotiations among our creditors on a plan of reorganization can be made prior to the end of 2005.



Substantive Consolidation



Applying substantive consolidation in our case would result in all of the distributable
value of our estate, whether held at the parent company or subsidiary level, being consolidated for purposes of our plan of reorganization. All creditors having claims against Owens Corning or any of its Debtor subsidiaries would then seek recovery
from the consolidated estate rather than from the individual debtor entities.



The Plan originally filed by the Company was premised upon substantive consolidation applying in our case. The holders of the Companys pre-petition bank debt, however, took the position that the Companys estate should not be
substantively consolidated. They argued that certain pre-petition loan guarantees provided to them by subsidiaries of Owens Corning should entitle the holders of bank debt to a preferred recovery over all other unsecured creditors to the extent of
the value in those subsidiaries.



Judge Fullam, the Federal District Court
Judge overseeing our case, issued an Order in 2004 granting the Companys motion requesting substantive consolidation. The holders of the companys pre-petition bank debt then appealed Judge Fullams Order to the Third Circuit Court
of Appeals. On August 15thof this year, the Third Circuit Court of Appeals reversed Judge Fullams decision.
The Court found that the law regarding substantive consolidation was unclear, and it then created a new test. Applying that new test to the facts of our case, the Court held that substantive consolidation was not appropriate. The Third Circuit also
denied a motion for reconsideration of its decision that was filed by the Legal Representative for the class of future asbestos claimants and holders of the bond debt in our case. Unless the decision is appealed to the United States Supreme Court,
the uncertainty regarding substantive consolidation has therefore been resolved in our case.



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



Asbestos Estimation



The other primary issue creating uncertainty in our Chapter 11 proceeding has been the determination of the Companys current and
future asbestos liability. Judge Fullam conducted a six-day asbestos estimation hearing in mid-January of 2005. On March 31, 2005, he then issued an Order estimating Owens Cornings asbestos liability at $7 billion.



Judge Fullams Order did not specifically address the asbestos liability of Fibreboard.
At this time, it is not clear when or if Judge Fullam will estimate Fibreboards asbestos liability. Furthermore, based on the reasoning of his decision regarding Owens Cornings liability, it may not be necessary for him to assign a
specific number to Fibreboards liability to enable Owens Corning to emerge from Chapter 11 under either a Consensual or non-Consensual Plan.



Holders of the Companys bank debt and bond debt and certain insurance companies have appealed Judge Fullams order to the Third Circuit Court of Appeals, but
the Third Circuit has not yet taken any action on that appeal.



With the
uncertainty surrounding asbestos estimation and substantive consolidation now largely eliminated in our case, we are hopeful that significant progress towards a negotiated Consensual Plan can be made by the end of 2005. Furthermore, on September 26,
Judge Fitzgerald, our bankruptcy court judge, indicated at our regularly scheduled hearing that she expected the Company to file a revised plan of reorganization and disclosure statement with the Bankruptcy Court by the end of 2005. The Company
fully intends to comply with Judge Fitzgeralds request.



An additional
factor that has also weighed upon the negotiations among our various creditor groups has been the proposed Federal asbestos reform legislation pending in the United States Senate (the FAIR Act). The Companys non-asbestos creditors
have believed that the FAIR Act would reduce the amount of asbestos liability owed by the Company, and would therefore increase the recoveries of non-asbestos creditors.



Senators Arlen Specter (R-PA) and Patrick Leahy (D-VT) co-sponsored the FAIR Act introduced in the United States Senate as S-852 on April
19, 2005. On May 26, 2005, the Senate Judiciary Committee passed the FAIR Act out of Committee. However, the FAIR Act has not yet been introduced on the floor of the Senate, and the timing of any such introduction remains uncertain. The legislative
fate of the FAIR Act, therefore, remains uncertain, and Owens Corning is unable to predict whether the FAIR Act will be enacted or, if it is enacted, what its final form would be or what the effect, if any, would be on Owens Corning and Fibreboard
or their plan or plans of reorganization.



As a result of the uncertainty
surrounding the FAIR Act, the Companys current strategy is to continue to move forward in our Chapter 11 notwithstanding the pendency of the bill. The Company will continue to monitor the legislative progress of the FAIR Act, and we will
evaluate any significant developments and their potential impact on our Chapter 11 Cases.



Our strategy going forward continues to be two-fold: (1) look for a compromise that will result in a Consensual Plan supported by all of our creditors and (2) in the absence of a Consensual Plan, proceed as quickly as
possible to confirm our plan of reorganization even if it does not have the support of all creditor groups and emerge from Chapter 11.



At this time, however, we cannot predict when the Company will be able to confirm a plan of reorganization and successfully emerge.



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



Throughout the first three quarters of 2005, we have continued to grow our business while operating in Chapter 11,
while also funding our pension obligations and serving our customers needs. For the foreseeable future, we do not believe that continuing to operate in Chapter 11 will inhibit our continued ability to successfully run and grow our business.



Operations Overview



Sales during the third quarter of 2005 were the highest quarterly sales in the history of
the Company. The table below provides a summary of our sales and income (loss) from operations for the third quarters and first nine months of 2005 and 2004:



|                                                  |  |                            |       |   |                                |   |       |      |  |   |        |    |  |   |       |  
|------------------------------------------------- |  | -------------------------- | ----- | - | ------------------------------ | - | ----- | ---- |  | - | ------ | -- |  | - | ----- | -
|                                                  |  | Quarter EndedSeptember 30, |       |   | Nine Months EndedSeptember 30, |  
|                                                  |  | 2005                       |       |   | 2004                           |   |       | 2005 |  |   | 2004   |   
|                                                  |  | (In millions of dollars)   |      
|Sales                                             |  | $                          | 1,618 |   |                                | $ | 1,541 |      |  | $ | 4,610  |    |  | $ | 4,191 |  
|                                                  |  |                            |       |   |                                |   |       |      |  |   |        |    |  |   |       |  
|Percent change from prior year                    |  |                            | 5.0   | % |                                |   | 14.2  | %    |  |   | 10.0   | %  |  |   | 12.6  | %
|                                                  |  |                            |       |  
|Income (loss) from operations                     |  | $                          | 139   |   |                                | $ | 153   |      |  | $ | (3,973 | )  |  | $ | 281   |  
|                                                  |  |                            |       |   |                                |   |       |      |  |   |        |    |  |   |       |  
|Income (loss) from operations as percent of sales |  |                            | 8.6   | % |                                |   | 9.9   | %    |  |   | (86.2  | )% |  |   | 6.7   | %



Our sales growth in 2005 reflects
continued strong demand in many of our markets combined with year over year price increases for some products, largely reflective of higher costs, particularly energy and energy-related costs. These items resulted in sales increases of 10% for the
first nine months of 2005 compared to the same period of 2004. The 5% sales increase for the third quarter of 2005 compared to the same period of the prior year primarily relates to improved pricing in a similar economic environment.



Because of the nature of certain costs and expenses related to our Chapter 11 proceedings,
asbestos liability, and restructuring activities, management does not find reported income from operations to be the most useful financial measure of the Companys year-to-year operational performance. These costs and expenses are related
primarily to the Chapter 11 process, liabilities that are not the result of current operations of the Company and activities necessitated by our anticipated plan of reorganization. Management does not expect these costs and expenses to continue on
an ongoing basis after the Company emerges from bankruptcy. In addition, results for the first nine months of 2005 reflect a one-time credit of approximately $13 million due to a legislative change related to Ohio tax law.



Management measures operating performance by excluding Chapter 11 related reorganization
items, provisions for asbestos litigation claims and the other costs and expenses referenced in the preceding paragraph for various purposes, including reporting results to the Board of Directors of the Company, and for analysis of performance and
related employee compensation measures. Although management believes that these adjustments to income from operations provide a more meaningful representation of the Companys performance, our operating performance excluding these items should
not be considered in isolation or as a substitute for income from operations prepared in accordance with generally accepted accounting principles. In addition, such presentation is not necessarily indicative of the results that the Company would
have achieved if the Company was not subject to Chapter 11 proceedings.



Reported income from operations decreased 9.2%, to $139 million, for the third quarter of 2005, compared to $153 million in the same period of 2004. Income from operations for the first nine months of 2005 was a loss of $3.973 billion,
primarily as a result of an additional $4.342 billion provision for asbestos liability, which we recognized during the first quarter as a result of the District Court that



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



oversees our Chapter 11 proceedings issuing an opinion estimating Owens Cornings contingent personal injury
asbestos liability. Results for the first nine months of 2005 also reflect the $13 million credit, recorded in the second quarter, resulting from the legislative change related to Ohio tax law.



As previously noted, management excludes certain items when it evaluates year-to-year
operating performance. The table below provides detail of such items.



|                                                  |  |                            |    |   |                                |   |    |      |  |   |       |   |  |   |    |  
|------------------------------------------------- |  | -------------------------- | -- | - | ------------------------------ | - | -- | ---- |  | - | ----- | - |  | - | -- | -
|                                                  |  | Quarter endedSeptember 30, |    |   | Nine months endedSeptember 30, |  
|                                                  |  | 2005                       |    |   | 2004                           |   |    | 2005 |  |   | 2004  |  
|                                                  |  | (In millions of dollars)   |   
|Chapter 11 related reorganization items           |  | $                          | 8  |   |                                | $ | (5 | )    |  | $ | 40    |   |  | $ | 33 |  
|Provision (credit) for asbestos litigation claims |  |                            | (1 | ) |                                |   | (3 | )    |  |   | 4,341 |   |  |   | (3 | )
|Restructuring and other charges (credits)         |  |                            |   |   |                                |   |   |      |  |   | (13   | ) |  |   | (5 | )
|                                                  |  |                            |    |   |                                |   |    |      |  |   |       |   |  |   |    |  
|Total of items                                    |  | $                          | 7  |   |                                | $ | (8 | )    |  | $ | 4,368 |   |  | $ | 25 |  
|                                                  |  |                            |    |   |                                |   |    |      |  |   |       |   |  |   |    |  



Excluding these items, operating
performance improved 1% during the third quarter and improved 29% for the first nine months of 2005 compared to the same periods of 2004. The results for the third quarter reflect favorable pricing partially offset by volume declines, and increases
in energy, material and delivery costs. The quarterly growth compared to the prior year has declined from recently reported quarters as we begin to compare to prior year results with similar underlying economic factors. For the nine month period,
these results reflect continued strong demand, improved pricing and increased manufacturing productivity, partially offset by manufacturing cost increases, particularly in energy and delivery costs.



Major factors affecting the performance of our Building Materials Systems segment through the
first nine months of 2005 include the following:



| |  |  | A continued attractive interest rate environment for mortgages and refinancing in 2005 resulted in continued strength in the United States housing markets, positively impacting
demand for products. However, recent increases in interest rates are expected to exert pressure on demand.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | The high demand for Building Materials Systems segment products has enabled us to improve our operating efficiency with several of our manufacturing facilities continuing to operate
at very high utilization rates.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Continued increases in costs for energy-related commodities (including natural gas, asphalt, and resin) and services (including delivery costs) impacted all of our product lines
within this segment to some extent. While not the case for each product line, in total we have been able to mitigate the impact of these higher costs through improved operating efficiencies and by achieving additional price increases where
appropriate.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | During the first half of 2005, we experienced increased demand for our residential roofing products in the southeastern United States driven in part by the Florida hurricanes in
2004. However, during the third quarter of 2005, we have experienced some softening in demand for our asphalt and roofing products, particularly in the midwestern United States where the housing market has declined from historical highs.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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Major factors affecting the performance of our Composites Solutions segment during 2005 include the following:



| |  |  | Overall Global demand for glass fibers has remained strong during 2005 with favorable growth in certain regions.
| | - |  | ----------------------------------------------------------------------------------------------------------------



| |  |  | We have maintained market share in regions where growth is not as robust and have capitalized on our strategy of obtaining long term contracts with industry leading customers.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Continued increases in costs for energy-related commodities and services adversely impacted this segment; however, the stabilized pricing environment and higher volumes offset the
impact of these increased costs.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Approximately $9 million of the year-to-date improvement in income from operations is the result of flood related costs which adversely affected the 2004 period. Through the first
nine months of 2004, we recorded $11 million in expenses associated with the flood of our LArdoise, France manufacturing facility, which was recovered from insurance proceeds in the fourth quarter of 2004. For the first nine months of 2005, we
have recorded $2 million in flood related costs associated with our manufacturing facility in Taloja, India. We expect substantially all of these costs to be recovered from insurance in future periods.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Liquidity



Cash flow provided by operations was $266 million for the first nine months of 2005, compared to $59 million for the same period of 2004.
This increase in cash from operations was primarily driven by a smaller contribution to our pension fund in 2005 compared to 2004. We ended the quarter with a cash balance of $1.213 billion.



To mitigate some of the near term volatility in our earnings and cash flows, we use financial
and derivative financial instruments to hedge certain exposures, principally currency and energy related. Our current hedging practice has been to hedge a variable percentage of certain energy and energy related exposures on a rolling 12  36
month forward basis. The recent unprecedented increases in energy and energy related commodities have been favorable to our hedging portfolio, resulting in unrealized gains in commodity derivatives of approximately $48 million as of September 30,
2005, the majority of which relates to hedges maturing in the next 12 months. Should prices remain at current levels, such gains will be realized through income to partially offset purchases of the hedged items. During the third quarter of 2005, we
recognized $11 million of income to offset increased costs of purchases of energy and energy related commodities. Going forward, the results of our hedging practice could be positive, neutral, or negative in any period depending on price changes in
the hedged exposures, and will tend to mitigate near term volatility in the exposures hedged. The practice is neither intended nor expected to mitigate longer term exposures.



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Safety



We have made safety a top Company priority. We measure our progress on safety based on two measures, the OSHA Recordable Incident Rate (ORIR) and the Combined
Occupational Disability Index (CODI). CODI is a subset of ORIR and includes the more severe incidents that involve lost or restricted time. The table below provides our performance for the first nine months of 2005 and the years ending
2004 and 2003. The numbers shown reflect information available as of September 30, 2005, and are based on the Companys active work sites for 2005; such numbers are subject to change based upon receipt of additional information or change in the
Companys active work sites.



|                    |  |                                    |   |  |                |   |  |                |  
|------------------- |  | ---------------------------------- | - |  | -------------- | - |  | -------------- | -
|                    |  | Nine MonthsEndedSeptember 30, 2005 |   |  | Year Ended2004 |   |  | Year Ended2003 |  
|ORIR                |  | 2.08                               |   |  | 3.14           |   |  | 3.84           |  
|Percent improvement |  | 34                                 | % |  | 18             | % |  | 31             | %
|                    |  |                                    |  
|CODI rate           |  | 1.27                               |   |  | 1.93           |   |  | 2.05           |  
|Percent improvement |  | 34                                 | % |  | 6              | % |  | 30             | %



Outlook



Based on market data through the first nine months of 2005, our outlook for the remainder of
the year remains positive, and our sales in some of our markets are constrained due to currently available production capacity. Longer term, we continue to be cautious about the ability of the United States economy to maintain the current level of
housing demand and believe a continued rising interest rate environment could cause the United States housing market to soften from the recent high levels. Two factors that may serve to mitigate this softening are the Energy Policy Act of 2005 and
the effect of recent hurricanes in the southeastern United States.



On August
8, 2005, the Energy Policy Act of 2005 (Energy Act) became law. Beginning January 1, 2006, the Energy Act provides, among other things, that homebuilders may receive tax credits for the construction of homes that are significantly more
energy efficient than the current standards and consumers may receive tax credits for energy efficient improvements such as insulation or other systems designed to reduce heat loss. We believe the Energy Act will stimulate additional demand for our
products in 2006 and 2007.



Historically, natural disasters such as hurricanes
have led to increased demand for our products, particularly residential roofing and siding. Consequently, we expect additional demand due to the recent hurricanes affecting the northern Gulf Coast and Florida. However, due to the levels of
devastation and population impacted by the hurricanes in the northern Gulf Coast, we believe the rebuilding in this area will take several years and will not create as large of a demand surge for our products as we experienced from the 2004
hurricanes in Florida.



The global demand and increased costs for energy
related commodities and services is likely to continue to exert pressure on our margins. We anticipate we will need to continue to realize price increases to offset inflation.



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



RESULTS OF OPERATIONS



Sales and Profitability for the Quarters Ended September 30, 2005 and 2004



NET SALES



Net sales for the quarter ended September 30, 2005 were $1.618 billion, a 5% increase from
the 2004 level of $1.541 billion. This increase was primarily the result of favorable pricing actions in both operating segments compared to last year partially offset by volume declines in our Building Materials segment. The decreased volumes are
primarily the result of lower volumes in our roofing and asphalt business during the third quarter of 2005 compared to 2004, driven in part by softening in demand for these products, particularly in the midwestern United States where the housing
market has declined from historical highs. Sales growth has declined somewhat from our recently reported quarters as we begin to compare to prior year results with similar underlying economic factors.



Sales outside the United States represented 16% of total sales for the quarters ended
September 30, 2005 and 2004.



PROFITABILITY



|                                     |  |                            |       |   |      |   |       |  
|------------------------------------ |  | -------------------------- | ----- | - | ---- | - | ----- | -
|                                     |  | Quarter endedSeptember 30, |      
|                                     |  | 2005                       |       |   | 2004 |  
|                                     |  | (In millions of dollars)   |      
|Sales                                |  | $                          | 1,618 |   |      | $ | 1,541 |  
|Gross margin                         |  | $                          | 303   |   |      | $ | 297   |  
|As a percent of sales                |  |                            | 18.7  | % |      |   | 19.3  | %
|Marketing and administrative expense |  | $                          | 144   |   |      | $ | 131   |  
|As a percent of sales                |  |                            | 8.9   | % |      |   | 8.5   | %
|Income from operations               |  | $                          | 139   |   |      | $ | 153   |  
|Interest expense (income), net       |  | $                          | 539   |   |      | $ | (14   | )
|Income tax expense (benefit)         |  | $                          | (134  | ) |      | $ | 71    |  
|Net income (loss)                    |  | $                          | (267  | ) |      | $ | 94    |  



GROSS
MARGIN



Gross margin increased $6 million or 2% in the third quarter of 2005
compared to the same period of 2004 as increased pricing and improved manufacturing efficiencies were generally able to offset higher energy, material and delivery costs.



The recent Gulf Coast hurricanes combined with a high global demand has had a significant impact on the cost of energy and petroleum related
products. This has both a positive and negative impact on Owens Corning. On the positive side, an increase in energy and heating oil prices can help to stimulate demand for our insulation products. On the negative side, we consume natural gas and
other petroleum related products in our manufacturing and distribution processes. For natural gas, we estimate that a $1 increase



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in the cost per million British thermal units (MMBtu) would increase our annual operating expense by approximately
$22 million. To mitigate such variation in our operating results, we partially hedge a variable portion of our near term exposures to the cost of energy and some energy-related commodities. During the third quarter, such hedges resulted in an $11
million reduction in the prices paid for the purchases of the underlying commodity. We have also recorded $48 million of unrealized gains in the fair value of our commodity hedging instruments as Accumulated other comprehensive loss on
our Consolidated Balance Sheet, the majority of which relates to hedges maturing in the next 12 months. Should prices remain at current levels, such gains will be realized through income to reduce costs and partially offset purchases of the hedged
items. Under the recent environment of rising commodity prices, our hedging activities have served to partially offset our increased energy costs; however, should commodity prices decline, our hedging instruments could adversely impact our margins
and cost position compared to the market.



MARKETING AND ADMINISTRATIVE EXPENSES



Marketing and administrative
expenses were $144 million during the quarter ended September 30, 2005. As a percent of sales, these expenses increased slightly compared to the third quarter of 2004. This increase is due to the timing of certain expenses and higher investment in
growth businesses.



INCOME FROM OPERATIONS



The decrease in income from operations was due to the items mentioned above
and an increase in Chapter 11 related charges. Our Chapter 11 related activities generated expense of $7 million during the third quarter of 2005 compared to income of $8 million for the same period of 2004. The change in these Chapter 11 activities
is the result of investment income, primarily on assets held in the Fibreboard Settlement Trust, of $10 million in the third quarter of 2005 compared to $23 million in the same quarter of the prior year.



INTEREST EXPENSE



On August 15, 2005, as more fully described in the Voluntary Petition for Relief Under
Chapter 11 section below, the United States Court of Appeals for the Third Circuit (the Third Circuit) issued a decision in our bankruptcy proceedings that may impact the relative amounts ultimately payable to the Companys
various creditor classes, including the extent to which post-petition interest and certain other post-petition fees may be payable on the Pre-Petition Credit Facility. As a result of the Third Circuits decision and our current evaluation of
the distributable values of Owens Corning and certain of its Debtor and non-Debtor subsidiaries, we recorded, for the period ended September 30, 2005, expenses with respect to the Pre-Petition Credit Facility for the period from the Petition Date
through September 30, 2005, in the amount of $531 million ($322 million after tax) relating to post-petition interest and $7 million ($4 million after tax) relating to certain other post-petition fees. Of these expenses, $31 million relate to the
quarterly period ended September 30, 2005.



Additionally, the results for the
third quarter of 2004 reflect a $16 million pre-tax gain due to the reversal of accrued interest as the result of the settlement of certain guaranteed subsidiary debt.



INCOME TAX EXPENSE



Income tax expense for the third quarter of 2005 includes a benefit of approximately $212 million related to the accrual of interest
described above and approximately $12 million of additional tax provision for the impact of our decision under the American Jobs Creation Act to repatriate approximately $220 million of earnings previously considered permanently reinvested.



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



NET INCOME



For the quarter ended September 30, 2005, Owens Corning reported a net loss of $267 million, or ($4.82) per share, compared to net income of
$94 million, or $1.57 per share, for the third quarter of the prior year. The decrease was primarily due to the accrual of $538 million ($326 million after tax) of interest and fees recorded on the Pre-Petition Credit Facility during the third
quarter of 2005. The remainder of the decrease was primarily due to the other factors described above.



Sales and Profitability for the Nine Months Ended September 30, 2005 and 2004



NET SALES



Net sales for the nine months ended September 30, 2005 were $4.610 billion, a 10% increase from the 2004 level of $4.191 billion. This increase was primarily the result
of favorable pricing actions and higher volumes in both operating segments. The increased volumes are a result of continued strength in the United States housing and remodeling markets, an improved global economy, and strong demand for our
residential roofing products in the southeastern United States during the first half of 2005, driven in part by the Florida hurricanes in 2004.



Sales outside the United States represented 16% of total sales for the first nine months of both 2005 and 2004.



PROFITABILITY



|                                                  |  |                                |        |   |      |   |       |  
|------------------------------------------------- |  | ------------------------------ | ------ | - | ---- | - | ----- | -
|                                                  |  | Nine Months endedSeptember 30, |       
|                                                  |  | 2005                           |        |   | 2004 |  
|                                                  |  | (In millions of dollars)       |       
|Sales                                             |  | $                              | 4,610  |   |      | $ | 4,191 |  
|Gross margin                                      |  | $                              | 850    |   |      | $ | 732   |  
|As a percent of sales                             |  |                                | 18.4   | % |      |   | 17.5  | %
|Marketing and administrative                      |  | $                              | 409    |   |      | $ | 375   |  
|As a percent of sales                             |  |                                | 8.9    | % |      |   | 8.9   | %
|Provision (credit) for asbestos litigation claims |  | $                              | 4,341  |   |      | $ | (3    | )
|Income (loss) from operations                     |  | $                              | (3,973 | ) |      | $ | 281   |  
|Interest expense (income), net                    |  | $                              | 540    |   |      | $ | (12   | )
|Income tax expense (benefit)                      |  | $                              | (83    | ) |      | $ | 154   |  
|Net income (loss)                                 |  | $                              | (4,437 | ) |      | $ | 132   |  



GROSS
MARGIN



Gross margin as a percent of sales for the nine months ended September
30, 2005 improved by 0.9% compared to the same period of 2004. The improvement in gross margin is primarily attributable to improved pricing, higher volumes and operating efficiencies. These gains more than offset energy, material and product
delivery related inflation. However, as the rate of inflation in petroleum related products continues to increase, gross margin as a percent of sales continues to be pressured. As described above, to mitigate near term volatility in our operating
results, we partially hedge our exposures to the



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cost of energy and some energy-related commodities. During the first nine months of 2005, such hedges resulted in a
$12 million reduction in the prices paid for the purchases of the underlying commodity. Under the recent environment of rising commodity prices, our hedging activities have served to reduce our costs, however, should commodity prices decline, our
hedging instruments could adversely impact gross margins and our cost position compared to the market.



MARKETING AND ADMINISTRATIVE EXPENSES



Marketing and administrative expenses were $409 million for the first nine months of 2005. As a percent of sales, these expenses remained flat compared to 2004.



PROVISION FOR ASBESTOS LITIGATION CLAIMS



During the first quarter of 2005, the District Court that oversees our
Chapter 11 proceedings provided an estimate of $7 billion for Owens Cornings contingent personal injury asbestos liability. While uncertainty remains concerning the amount of such liability, as a result of this ruling, the Company determined
that this estimate was a more likely outcome than any other in the range of possible outcomes and recorded an additional provision for asbestos litigation claims for Owens Corning of $3.435 billion, bringing the total reserve recorded for Owens
Corning to $7 billion.



The Company also re-evaluated its reserve for
Fibreboards asbestos claims. Although the Court did not provide an estimate for Fibreboards asbestos liability, management evaluated the Courts process for determining Owens Cornings liability and determined that the range of
possible outcomes had narrowed. Consequently, the Company determined that an additional $907 million liability should be recorded for Fibreboard, bringing the total reserve recorded for Fibreboard to $3.216 billion.



The total provision recorded for asbestos litigation claims during the first quarter 2005 was
$4.342 billion. See Note 9 to the Consolidated Financial Statements for further information concerning the provision for asbestos litigation claims.



INCOME FROM OPERATIONS



The decrease in income from operations was due to the $4.342 billion provision for asbestos litigation claims taken during the first quarter of 2005. Additionally, as
described more fully below, as the result of Ohio state tax legislation during the second quarter of 2005, the Company recorded $13 million of other income to establish a long term asset for credits that can be used to offset certain future Ohio tax
obligations.



INTEREST EXPENSE



As described above, we recorded, for the period ended September 30, 2005, expenses with
respect to the Pre-Petition Credit Facility for the period from the Petition Date through September 30, 2005, in the amount of $538 million ($326 million after tax) relating to post-petition interest and certain other post-petition fees.



Additionally, the results for the third quarter of 2004 reflect a $16 million pre-tax gain
due to the reversal of accrued interest as the result of the settlement of certain guaranteed subsidiary debt.



INCOME TAX EXPENSES



In connection with the provision for asbestos litigation claims, management evaluated the amount of deferred tax assets and likelihood of realization of such deferred tax
assets related to asbestos liability in



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light of the Companys financial position and the Chapter 11 proceedings. As a result of such assessment, a $75
million net tax benefit was recorded in the first quarter of 2005. This was the only tax benefit recorded in connection with the first quarter 2005 asbestos-related charges, as a valuation allowance was established against the related deferred tax
assets for the balance of the charges.



On June 30, 2005, new Ohio state tax
legislation was signed into law. This legislation created several changes impacting the amount and type of tax the Company will pay the State of Ohio in the future. Some of the significant changes impacting the Company include the phase out of the
Ohio state corporate income and franchise taxes, the phase in of a new tax based on gross receipts in the state of Ohio, and the elimination of Ohio tangible personal property and inventory taxes. The net impact of this new legislation is expected
to be favorable to the Company, as the Company has historically paid more for the taxes being phased out or eliminated than it will for the new taxes being created.



Due to the phase out of Ohio corporate income taxes, the Company recognized an additional tax provision of approximately $31 million during
the second quarter of 2005, primarily due to the write-off of Ohio deferred tax assets, including net operating loss carryforwards that will no longer be utilized to offset income taxes. However, the state of Ohio will allow us to recognize, over a
25 year period, approximately $25 million of the amounts written off as credits to the new gross receipts tax. Therefore, the Company recognized the present value of these credits during the second quarter of 2005, resulting in additional income
from operations of approximately $13 million. Accordingly, the impact of this new legislation on net income during the second quarter was a charge of $18 million.



Income tax expense for the third quarter of 2005 includes a benefit of approximately $212 million related to the accrual of interest and
fees described above and approximately $12 million of additional tax provision for the impact of our decision under the American Jobs Creation Act to repatriate approximately $220 million of earnings previously considered permanently reinvested.



Based on our current income tax planning, we are of the opinion that the
Company will have sufficient net operating loss carryforwards to substantially offset United States federal tax liabilities through 2005.



NET INCOME



For the first nine months of 2005, Owens Corning reported a net loss of $4.437 billion, or ($80.19) per share, compared to net income of $132 million, or $2.20 per share, for the first nine months of the prior year.
The decrease in 2005 reflects the provision for asbestos litigation claims, the accrual of post-petition interest and fees on the Pre-Petition Credit Facility and other items mentioned above.



TALOJA, INDIA MANUFACTURING FACILITY



During the week of July 24, 2005, the Company experienced a flood at its Taloja, India
manufacturing facility, a 60% owned joint venture. The Company consolidates this joint venture such that all losses and recoveries related to the flood are or will be recorded within the Companys financial statements. The portion of losses and
recoveries related to our joint venture partner will appear in Minority interest and equity in net earnings of affiliates and Minority interest in our Consolidated Statement of Income (Loss) and Consolidated Balance Sheet,
respectively. The facility is insured for property damage and business interruption losses relating to such events under a policy maintained by the joint venture and under the Owens Corning global insurance policy, each subject to policy limits. The
losses are subject to a deductible of $250,000, which was incurred and expensed in the third quarter of 2005.



The Company estimates it has incurred, or will incur, a total of $45 million to $55 million of property damage costs and business interruption losses in 2005 and 2006 associated with the Taloja flood. The Company
believes these costs/losses will be substantially covered by insurance. In the third quarter of 2005,



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the Company recorded approximately $12 million in receivables for flood related costs. In addition, approximately $2
million of business interruption costs related to the flood were expensed in the quarter. Should the expected recoveries not be received, the uncovered costs and losses could have a material adverse impact on the Composite Solutions business. Also,
the timing of any recoveries may result in expenses being taken in periods before the insurance receipts are recorded or received.



LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS



We ended the third quarter of 2005 with a cash balance of $1.213 billion, an increase of $88 million from December 31, 2004. The following table provides information
regarding our liquidity.



|                                    |  |                                |       |   |      |   |      |  
|----------------------------------- |  | ------------------------------ | ----- | - | ---- | - | ---- | -
|                                    |  | Nine Months EndedSeptember 30, |      
|                                    |  | 2005                           |       |   | 2004 |  
|                                    |  | (In millions of dollars)       |      
|Cash balance                        |  | $                              | 1,213 |   |      | $ | 822  |  
|Cash flow from operations           |  | $                              | 266   |   |      | $ | 59   |  
|Cash flow from investing activities |  | $                              | (170  | ) |      | $ | (226 | )
|Unused committed credit lines       |  | $                              | 102   |   |      | $ | 147  |  



Cash flow from operations was a
positive $266 million for the first nine months of 2005, compared to $59 million for the same period of 2004. This increase in cash from operations was primarily driven by a smaller contribution to our pension fund in 2005 compared to 2004. Net
working capital and the current ratio at September 30, 2005 were $976 million and 1.65, respectively, compared to $1.118 billion and 2.30 as of September 30, 2004. The decline in both working capital and current ratio is due to the accrual of
post-petition interest and certain other post-petition fees under the Companys Pre-Petition Credit Facility which was recorded as a current liability, partially offset by an increase in inventory due to inflation and larger inventory builds in
our Composites Solutions segment.



Investing activities consumed $170 million
in cash during the first nine months of 2005, compared to $226 million during the same period in 2004. The investing activities in 2004 included approximately $73 million for the acquisition of OC Mexico. Under expected market conditions, we
anticipate spending approximately $150 million in capital investments in the fourth quarter of 2005, a portion of which was uncommitted as of September 30, 2005. We expect these expenditures will be funded from the Companys operations and
existing cash on hand.



Financing activities during the first nine months of
2005 resulted in a use of cash of $9 million, compared to $18 million for the same period in 2004. The use of cash in both years primarily relates to payments of outstanding debt in India, partially offset in 2005 by additional borrowings in India
to refinance debt.



At September 30, 2005, we had $2.952 billion of debt
subject to compromise and $85 million of other debt, compared to $2.958 billion of debt subject to compromise and $80 million of other debt at December 31, 2004.



The Company has several defined benefit pension plans. The Company made a $39 million contribution to the United States pension plans during
the third quarter of 2005. The contribution was made from the Companys cash balance and cash generated from operations. The Companys pension related assets decreased to $492 million at September 30, 2005, from $507 million at September
30, 2004, primarily due to interest cost accrued, amortization of prior actuarial losses and additional service costs partially offset by contributions to the pension plans and return on plan assets. The Companys recorded long-term pension
plan liability increased to $730 million at September 30, 2005, from $701 million at September



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30, 2004. 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 and market conditions.



In connection with the Filing, the Debtors obtained a $500 million debtor-in-possession credit facility from a group of lenders led by Bank of America, N.A. (the
DIP Financing), which was originally scheduled to expire November 15, 2002. In October 2002, the Debtors reached agreement with the lenders to renew the DIP Financing for an additional term of two years, with a reduced maximum
availability of $250 million. In September 2004, the credit facility was renewed for an additional 2 years. There were no borrowings outstanding under the DIP Financing at September 30, 2005; however, approximately $148 million of the availability
under this facility was utilized as the result of the issuance of standby letters of credit and similar uses.



As a consequence of the Filing and the impact of certain provisions of the Companys DIP Financing and in a cash management order entered by the Bankruptcy Court, the Company and its subsidiaries are now subject
to certain restrictions, including on their ability to pay dividends and to transfer cash and other assets to each other and to affiliates.



The Company believes, based on information currently available to it, that its cash and cash equivalents, and cash available from operations, will provide sufficient
liquidity to allow it to continue as a going concern for the foreseeable future. However, the ability of the Company to continue as a going concern (including its ability to meet post-petition obligations of the Debtors and to meet obligations of
the Non-Debtor Subsidiaries) and the appropriateness of using the going concern basis for its financial statements are dependent upon, among other things, (i) the Companys ability to comply with the terms of any cash management order entered
by the Bankruptcy Court in connection with the Chapter 11 Cases, (ii) the ability of the Company to maintain adequate cash on hand, (iii) the ability of the Company to generate cash from operations, (iv) the ability of the Non-Debtor Subsidiaries to
obtain necessary financing, (v) confirmation of a plan or plans of reorganization under the Bankruptcy Code, and (vi) the Companys ability to achieve profitability following such confirmation.



OFF BALANCE SHEET ARRANGEMENTS



The Company enters into certain off balance sheet arrangements in the ordinary course of
business, such as securitization of accounts receivable and guarantees with respect to unconsolidated affiliates and other entities. There have been no significant changes in the Companys off balance sheet arrangements during the nine months
ended September 30, 2005.



Other than those effects inherent to the types of
arrangements described, the Company does not believe these arrangements will have a material effect on the Companys financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources.



CONTRACTUAL OBLIGATIONS



In the course of business, the Company
enters into contractual obligations to make payments to third parties. During the first nine months of 2005, there were no material changes to such contractual obligations outside the ordinary course of the Companys business.



ADOPTION OF NEW ACCOUNTING STANDARDS



In December 2004, the Financial Accounting Standards Board issued Statement of Financial
Accounting Standards No. 123 (revised 2004), Share-Based Payment (SFAS No. 123R), which eliminates the alternative to apply the intrinsic value method of accounting for stock-based compensation permitted under Statement of
Financial Accounting Statements No. 123, Accounting for Stock-Based Compensation. The



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Company adopted the provisions of SFAS No. 123R during the second quarter of 2005. None of the Companys
previously issued stock-based awards were materially impacted by the adoption of this standard and the Company does not expect to issue additional stock-based compensation while it remains in Chapter 11 proceedings.



In March 2005, the Financial Accounting Standards Board issued Interpretation Number 47,
Accounting for Conditional Asset Retirement Obligations (FIN 47). This statement clarifies the meaning of the term conditional asset retirement as used in Statement of Financial Accounting Standards No. 143,
Accounting for Asset Retirement Obligations, and clarifies when an entity has sufficient information to reasonably estimate the fair value of an asset retirement obligation. The statement requires the accelerated recognition of certain
asset retirement obligations when a fair value of such obligations can be estimated. This statement becomes effective for the Company in the fourth quarter of 2005. Adoption of this standard will not have a material impact on the Company.



ENVIRONMENTAL MATTERS



The Company has been deemed by the United States Environmental Protection Agency
(EPA) to be a Potentially Responsible Party (PRP) with respect to certain sites under the Comprehensive Environmental Response, Compensation and Liability Act (Superfund). The Company has also been deemed a PRP under similar
state or local laws. In other instances, other PRPs have brought suits against the Company as a PRP for contribution under such federal, state or local laws. At September 30, 2005, a total of 60 such PRP designations remained unresolved by the
Company. In most cases the Company is only one of many PRPs with potential liability for investigation and remediation at the applicable site. The Company is also involved with environmental investigation or remediation at a number of other sites at
which it has not been designated a PRP.



The Company estimates a reserve in
accordance with generally accepted accounting principles to reflect environmental liabilities that have been asserted or are probable of assertion, in which liabilities are probable and reasonably estimable. At September 30, 2005, the Companys
reserve for such liabilities was $14 million. In connection with the Filing, the Company initiated a program to identify and discharge contingent environmental liabilities as part of its plan or plans of reorganization. Under the program, the
Company is seeking settlements, subject to approval of the Bankruptcy Court, with various federal, state and local authorities, as well as private claimants. On July 23, 2003, the Bankruptcy Court approved one such settlement agreement with the
United States resolving certain environmental liabilities with respect to the EPA, including liabilities associated with some of the PRP designations noted above. The Company will continue to review its environmental reserve in light of such program
and make such adjustments as may be appropriate.



The 1990 Clean Air Act
Amendments (Act) provide that the EPA will issue regulations on a number of air pollutants over a period of years. The EPA has issued final regulations for wool fiberglass and mineral wool, amino/phenolic resin manufacturing, wet formed
fiberglass mat production, reinforced plastic composites production, and for asphalt roofing and processing. The Company anticipates that other relevant sources to be regulated in the near future include large burners and boilers. Based on
information now known to the Company, including the nature and limited number of regulated materials Owens Corning emits, we do not expect the Act to have a materially adverse effect on our results of operations, financial condition or long-term
liquidity.



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VOLUNTARY PETITION FOR RELIEF UNDER CHAPTER 11



On October 5, 2000 (the Petition Date), Owens Corning and the 17 United States subsidiaries listed below (collectively with
Owens Corning, the Debtors) filed voluntary petitions for relief (the Filing) under Chapter 11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of
Delaware (the USBC):



|                                    |  |                                         
|----------------------------------- |  | ----------------------------------------
|CDC Corporation                     |  | Integrex Testing Systems LLC            
|Engineered Yarns America, Inc.      |  | HOMExperts LLC                          
|Falcon Foam Corporation             |  | Jefferson Holdings, Inc.                
|Integrex                            |  | Owens-Corning Fiberglas Technology, Inc.
|Fibreboard Corporation              |  | Owens Corning HT, Inc.                  
|Exterior Systems, Inc.              |  | Owens-Corning Overseas Holdings, Inc.   
|Integrex Ventures LLC               |  | Owens Corning Remodeling Systems, LLC   
|Integrex Professional Services LLC  |  | Soltech, Inc.                           
|Integrex Supply Chain Solutions LLC |  |                                         



The Debtors are currently operating
their businesses as debtors-in-possession in accordance with provisions of the Bankruptcy Code. The Chapter 11 cases of the Debtors (collectively, the Chapter 11 Cases) are being jointly administered under Case No. 00-3837 (JKF).



The referenced Chapter 11 cases do not include any other United States or
foreign subsidiaries of Owens Corning (collectively, the Non-Debtor Subsidiaries). As described more fully below under the heading The Plan of Reorganization, it is possible that certain of such Non-Debtor Subsidiaries that
issued guarantees with respect to Owens Cornings primary pre-petition bank credit facility (the Pre-Petition Credit Facility), which is in default, may file petitions for relief under Chapter 11 of the Bankruptcy Code under certain
circumstances.



The Debtors filed for relief under Chapter 11 to address the
growing demands on Owens Cornings cash flow resulting from its multi-billion dollar asbestos liability. This liability is discussed in greater detail in Note 9 to the Consolidated Financial Statements.



Overseeing Federal District Court



In late 2001, all of the asbestos-related Chapter 11 cases pending in the District of
Delaware (the Chapter 11 Cases of Owens Corning and the cases of Armstrong World Industries, Inc., W.R. Grace & Co., Federal-Mogul Global, Inc., and USG Corporation) were ordered transferred to the United States District Court for the District
of Delaware (the District Court) before Judge Alfred M. Wolin to facilitate development and implementation of a coordinated plan for management (the Administrative Consolidation). The District Court entered an order referring
the Chapter 11 Cases back to the USBC, where they were previously pending, subject to its ongoing right to withdraw such referral with respect to any proceedings or issues (the applicable court from time to time responsible for any particular aspect
of the Chapter 11 Cases being hereinafter referred to as the Bankruptcy Court).



On May 27, 2004, the United States Court of Appeals for the Third Circuit (the Third Circuit) assigned Judge John P. Fullam of the United States District Court, Eastern District of Pennsylvania, to replace
Judge Wolin in the Chapter 11 Cases. In addition, the Third Circuit assigned other judges to sit on other of the cases that had previously been consolidated under the terms of the Administrative Consolidation, effectively terminating the
consolidation.



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Consequence of the Filing



As a consequence of the Filing, all pending litigation against the Debtors was stayed automatically by section 362 of the Bankruptcy Code
and, absent further order of the Bankruptcy Court, no party may take any action to recover on pre-petition claims against the Debtors. In addition, pursuant to section 365 of the Bankruptcy Code, the Debtors may reject or assume pre-petition
executory contracts and unexpired leases, and other parties to contracts or leases that are rejected may assert rejection damages claims as permitted by the Bankruptcy Code.



Two creditors committees, one representing asbestos claimants (the Official Committee of Asbestos Claimants) and the other
representing unsecured creditors (the Official Committee of Unsecured Creditors), have been appointed as official committees in the Chapter 11 Cases. In addition, the Bankruptcy Court has appointed James J. McMonagle as Legal
Representative for the class of future asbestos personal injury claimants against one or more of the Debtors. The two committees and the Legal Representative have the right to be heard on all matters that come before the Bankruptcy Court.



Owens Corning anticipates that substantially all liabilities of the Debtors as
of the Petition Date will be resolved under one or more Chapter 11 plans of reorganization to be proposed and voted on in the Chapter 11 Cases in accordance with the provisions of the Bankruptcy Code. On January 17, 2003, the Debtors, together with
the Official Committee of Asbestos Claimants and the Legal Representative for the class of future asbestos claimants, filed a proposed joint plan of reorganization in the USBC. The same proponents filed a proposed amended joint plan of
reorganization in the USBC on March 28, 2003, a proposed second amended joint plan of reorganization in the USBC on May 23, 2003, a proposed third amended joint plan of reorganization in the USBC on August 8, 2003, and a proposed fourth amended
joint plan of reorganization (as so amended through such fourth amendment, the Plan) in the USBC on October 24, 2003.



The holders of the debt under the Pre-Petition Credit Facility, and certain other members of the major non-asbestos creditor groups, have indicated that they continue to
oppose the Plan. There can be no assurance that a plan supported by Owens Corning and less than all of the major creditor groups will be confirmed by the Bankruptcy Court and consummated. The Debtors have the exclusive right to file and solicit
acceptances to a plan of reorganization through November 14, 2005. In addition, Owens Corning is unable to predict what impact the disposition of any of the litigation and other matters described below will have on the timing of the confirmation of
a plan or plans of reorganization or its effect, if any, on the terms thereof.



Any plan of reorganization is subject to confirmation by the Bankruptcy Court. Because the Plan is based on certain assumptions, negotiating positions and valuations that have changed in light of, among other things, the legal developments
discussed below or are otherwise subject to change, it is expected that the Plan will be significantly amended prior to confirmation. In particular, the Plan, as it relates to Debtors other than Fibreboard, is currently premised upon the substantive
consolidation of Owens Corning and certain of its direct and indirect subsidiaries (but not the Fibreboard Settlement Trust (see Note 10 to the Consolidated Financial Statements)) for the purposes of voting, determining which claims and interests
will be entitled to vote to accept or reject the Plan, confirmation of the Plan, and the resultant discharge of and cancellation of claims and interests and distribution of assets, interests and other property under the Plan. On October 5, 2004, the
District Court issued a Memorandum and Order Concerning Substantive Consolidation (the Substantive Consolidation Order). In the Substantive Consolidation Order, the District Court granted the Debtors motion for substantive
consolidation. On October 13, 2004, the holders of the debt under the Pre-Petition Credit Facility filed an appeal of the Substantive Consolidation Order with the Third Circuit. On August 15, 2005, the Third Circuit reversed the Substantive
Consolidation Order. The Legal Representative for the class of future asbestos personal injury claimants and certain designated members of the Official Committee of Unsecured Creditors subsequently filed



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petitions for rehearing en banc of the Third Circuits decision. Those petitions for rehearing were denied by
the Third Circuit on September 28, 2005. The Third Circuits reversal of the District Courts Substantive Consolidation Order, unless reversed by the United States Supreme Court (if an appeal from the Third Circuits decision is
filed), is expected to result in significant modifications of the Plan and may impact the relative amounts ultimately payable to the Companys various creditor classes, including the extent to which post-petition interest and certain other
post-petition fees may be payable on the Pre-Petition Credit Facility.



As a
result of the Third Circuits reversal of the District Courts Substantive Consolidation Order and Owens Cornings current evaluation of the distributable values (considered on a non-substantively consolidated basis) of Owens Corning
and certain of its Debtor and non-Debtor subsidiaries, Owens Corning has recorded, for the period ended September 30, 2005, expenses with respect to the Pre-Petition Credit Facility for the period from the Petition Date through September 30, 2005,
in the amount of $531 million ($322 million after tax) relating to post-petition interest and $7 million ($4 million after tax) relating to certain other post-petition fees. These expenses have been accrued at this time because Owens Corning has
determined that, based upon the Third Circuits reversal of the Substantive Consolidation Order and Owens Cornings resulting evaluation of the distributable values (considered on a non-substantively consolidated basis) of Owens Corning
and certain of its Debtor and non-Debtor subsidiaries, it is probable that such expenses will be payable by certain of the Debtors and/or non-Debtor subsidiaries which are either obligors under, or guarantors of, the Pre-Petition Credit Facility.
The recorded amount of $538 million is Owens Cornings best estimate of the potential liability for post-petition interest and certain other post-petition fees on the Pre-Petition Credit Facility through September 30, 2005 and, with respect to
interest, reflects the application of the Base Rate plus 2% (as described below) applied on a non-compounding basis. However, this estimate is based on numerous factual and legal uncertainties, including the interpretation of contractual provisions
concerning such interest and other fees, and Owens Corning reserves the right to object, if and as appropriate in its judgment, to the ultimate entitlements to such interest and other fees and to the amount of such interest and other fees in the
Chapter 11 Cases (or other proceedings). Moreover, the actual amount of post-petition interest and fees, if any, that may be payable with respect to the Pre-Petition Credit Facility is subject to various factors, including the outcome of
negotiations among various creditor constituencies and/or the resolution of litigation between various claimants regarding the liability of Owens Corning and its subsidiaries for certain pre-petition liabilities. Absent developments that alter Owens
Cornings determination as to the probability that post-petition interest and other fees will be payable or the best estimate of the amount of post-petition interest and other fees that may be payable, and subject to the distributable values it
estimates from time to time are available to satisfy such post-petition interest and other fees under the Pre-Petition Credit Facility on a non-substantively consolidated basis, Owens Corning expects to continue to accrue interest on the
Pre-Petition Credit Facility in future periods, to the extent required under applicable law, at a rate equal to the Base Rate (as defined in the Pre-Petition Credit Facility) plus 2%. The Base Rate (as defined in the Pre-Petition Credit Facility) is
a floating rate equal to the higher of (i) the prime commercial lending rate of Credit Suisse First Boston and (ii) the Federal Funds Rate plus 0.50% per annum. Actual amounts of post-petition interest and other fees, if any, that are ultimately
determined payable under the Pre-Petition Credit Facility for the period from the Petition Date through September 30, 2005 or for future periods may be significantly higher or lower than the amounts indicated above. For example, certain holders of
debt under the Pre-Petition Credit Facility have taken the position that the provisions of the Pre-Petition Credit Facility should be interpreted as providing for post-petition interest amounts that are in the range of double the amounts indicated
above, whereas certain other parties have taken the position that there exist legal theories under which no post-petition interest would be payable.



As to Fibreboard, the Plan contemplates that the assets available to satisfy Fibreboard liabilities (which are generally limited to asbestos-related liabilities) will be
limited to the assets of the Fibreboard Settlement Trust and certain other specified assets.



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A six-day claims estimation hearing was held before the District Court beginning January 13, 2005. The purpose of the
claims estimation hearing was to establish the amount of Owens Cornings and Fibreboards current and future asbestos liability to be allowed as claims in the Chapter 11 Cases. In general, the holders of the debt under the Pre-Petition
Credit Facility argued that the amount of such asbestos liability should be set at an amount significantly lower than the amounts reserved for asbestos claims on the financial statements of the Debtors, and the Official Committee of Asbestos
Claimants and the Legal Representative for the class of future asbestos claimants argued that such asbestos liability should be set at a significantly higher level. On March 31, 2005, the District Court issued a Memorandum and Order estimating the
total amount of contingent and unliquidated claims against Owens Corning for personal injury or death caused by exposure to asbestos (including pending claims, future claims and contract claims) at $7 billion. After the District Court denied their
motion for reconsideration, the holders of the debt under the Pre-Petition Credit Facility, as well as certain other parties, appealed the District Courts ruling to the Third Circuit. Briefing with respect to such appeal has not yet been
completed. As a result of the District Courts estimation, Owens Corning increased its reserve for potential asbestos-related liability by $3.435 billion for the period ended March 31, 2005, so that its recorded reserve equaled the level of
asbestos liability estimated by the District Court (see Note 9 to the Consolidated Financial Statements). Although the District Courts Memorandum and Order did not specifically address the potential asbestos-related liability of Fibreboard,
based upon the analysis that the District Court had followed in establishing estimated asbestos liability for Owens Corning, Owens Corning also increased Fibreboards recorded reserve for potential asbestos-related liability by $907 million for
the period ended March 31, 2005.



Related Developments



PROPOSED ASBESTOS LEGISLATION



Senators Arlen Specter (R-PA) and Patrick Leahy (D-VT) co-sponsored an
asbestos litigation reform bill (S-852) introduced in the United States Senate on April 19, 2005. The proposed legislation is entitled the Fairness in Asbestos Injury Resolution Act of 2005 (the FAIR Act). The proposed legislation was
voted out of the Senate Judiciary Committee on May 26, 2005, but it has not yet been considered by the full Senate, and no action to do so has yet been scheduled.



If enacted into law, the FAIR Act would establish an administrative claims resolution structure through which all asbestos personal injury
claims would be channeled and reviewed. The FAIR Act would also establish a national trust fund, funded through mandated contributions from defendant companies, insurance companies and existing trusts, that would be the source of compensation of all
approved claims. Under terms of the FAIR Act, companies like Owens Corning and Fibreboard, that have filed for bankruptcy but have not yet emerged through a confirmed plan of reorganization, would be included as participants in the resolution
structure.



The legislative fate of the FAIR Act remains uncertain, and Owens
Corning is unable to predict whether the FAIR Act will be enacted or, if it is enacted, what its final form would be or what the effect, if any, would be on Owens Corning and Fibreboard or their plan or plans of reorganization. The provisions of any
legislation ultimately enacted may have a material effect on the amount of liability that Owens Corning and Fibreboard ultimately have for asbestos-related claims, which could be less than the amounts reserved for in Owens Cornings financial
statements.



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OTHER MATTERS FILED IN THE USBC



On or about October 17, 2003, the Official Committee of Unsecured Creditors filed a motion
in the USBC requesting appointment of a Chapter 11 trustee to assume control of the Chapter 11 Cases due to alleged breach of the Debtors fiduciary duty of undivided loyalty to act in the best interest of all creditors. After such motion was
dismissed by the USBC for failure to comply with local court rules, the Official Committee of Unsecured Creditors re-filed such motion on October 30, 2003. A supplement to the motion of the Official Committee of Unsecured Creditors was filed on May
28, 2004, and various filings in opposition to such supplemented motion were filed by the Debtors, the Legal Representative for the class of future asbestos claimants, and the Official Committee of Asbestos Claimants. Further proceedings on this
matter have been voluntarily continued by the movants on a monthly basis.



On or about May 24, 2004, Credit Suisse First Boston, Kensington International Limited, Springfield Associates LLC and Angelo Gordon filed a motion in the USBC requesting the appointment of a Chapter 11 examiner to examine (i) allegations
of improper conduct by management of the Debtors, (ii) alleged breaches of fiduciary duty by management of the Debtors resulting from the influence of the Legal Representative for the class of future asbestos claimants and the Official Committee of
Asbestos Claimants on the process of developing a Plan and the tort estimation process, (iii) alleged connections between the asbestos plaintiffs interests, a Court appointed mediator, and the Debtors asbestos liability estimation firm,
and (iv) other alleged improper conduct. Owens Corning, the Legal Representative for the class of future asbestos claimants, and the Official Committee of Asbestos Claimants have each filed responsive pleadings to the motion. The USBC has continued
further proceedings on the motion pending issuance of a final order on the motion (described in the preceding paragraph) requesting appointment of a Chapter 11 trustee.



The Debtors believe that the two motions described above are without merit and intend to continue to vigorously oppose them in appropriate
proceedings.



The Plan of Reorganization



In light of the Third Circuits reversal of the Substantive Consolidation Order
described above, Owens Corning expects that the terms, conditions and provisions of the Plan will change significantly and will likely remain the subject of continuing negotiations or litigation to resolve differences among the creditor
constituencies as to their treatment. For example, the Third Circuits reversal of the District Courts Substantive Consolidation Order, unless reversed by the United States Supreme Court, may impact the relative amounts ultimately payable
to the Companys various creditor classes, including the extent to which post-petition interest may be payable on the Pre-Petition Credit Facility. Accordingly, Owens Corning is unable to predict at this time what the treatment of creditors and
equity holders of the respective Debtors will ultimately be under any plan or plans of reorganization finally confirmed.



The current Plan provides for partial payment of all unsecured creditors allowed claims, in the form of distributions of new common stock and notes of the
reorganized company, and cash. Additional distributions from potential insurance and other third-party claims may also be paid to certain classes of unsecured creditors, but the Plan currently contemplates that all classes of pre-petition unsecured
creditors will be impaired. Therefore, the Plan also provides that the existing common stock of Owens Corning will be cancelled, and that current shareholders will receive no distribution or other consideration in exchange for their shares. It is
impossible to predict at this time the terms and provisions of any plan or plans of reorganization that may ultimately be confirmed, when a plan or plans of reorganization will be confirmed, or the treatment of creditors and equity holders
thereunder.



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As part of the Plan, Owens Corning intends to effect an internal restructuring in order to adopt a holding company
structure. This internal restructuring is expected to be refined further as steps are taken to implement it.



The percentage recovery and value of the payments ultimately made under the Plan to each class of creditors will depend upon a number of factors. Those factors include the value of the shares of new common stock and
notes to be issued by the Company, the amount of cash available for distribution, the resolution of certain inter-creditor issues, and the ultimate amount of Owens Cornings and Fibreboards current and future asbestos liability.



The Plan provides that the amount of the current and future asbestos personal
injury claims to be allowed in the Chapter 11 Cases against Owens Corning and Fibreboard would be determined by the Bankruptcy Court. A six-day claims estimation hearing was held before the District Court beginning January 13, 2005. The purpose of
the claims estimation hearing was to establish the amount of current and future asbestos liability to be allowed in the Chapter 11 Cases. In general, the holders of the debt under the Pre-Petition Credit Facility argued that the amount of the
Companys current and future asbestos liability should be set at an amount significantly lower than the amounts reserved for asbestos claims on the financial statements of the Debtors, and the Official Committee of Asbestos Claimants and the
Legal Representative for the class of future asbestos claimants argued that such asbestos liability should be set at a significantly higher level. On March 31, 2005, the District Court issued a Memorandum and Order estimating the total amount of
contingent and unliquidated claims against Owens Corning for personal injury or death caused by exposure to asbestos (including pending claims, future claims and contract claims) at $7 billion. After the District Court denied their motion for
reconsideration, the holders of the debt under the Pre-Petition Credit Facility, as well as certain other parties, appealed the District Courts ruling to the Third Circuit. Briefing with respect to such appeal has not yet been completed. As a
result of the District Courts estimation, Owens Corning increased its reserve for potential asbestos-related liability by $3.435 billion for the period ended March 31, 2005, so that its recorded reserve equaled the level of asbestos liability
estimated by the District Court. Although the District Courts Memorandum and Order did not specifically address the potential asbestos-related liability of Fibreboard, based upon the analysis that the District Court had followed in
establishing estimated asbestos liability for Owens Corning, Owens Corning also increased Fibreboards recorded reserve for potential asbestos-related liability by $907 million for the period ended March 31, 2005.



Any disagreements raised by creditors with the terms of the Plan are expected to be handled
through negotiation or litigation as part of the confirmation process. Owens Corning is unable to predict the timing or outcome of such negotiation or litigation.



Under the Plan, a majority of the newly issued common stock, together with notes, and cash, as well as the assets of the existing Fibreboard
Settlement Trust (see Note 10 to the Consolidated Financial Statements) and specified other assets, will fund a new trust created under the Plan intended to qualify under section 524(g) of the Bankruptcy Code. The section 524(g) trust will, through
separate sub-accounts for Owens Corning and Fibreboard, assume all asbestos-related liability of Owens Corning and Fibreboard and will, through those separate sub-accounts, make payments to claimants in accordance with the trust distribution
procedures included as part of the Plan. The Plan contemplates that the assets of the existing Fibreboard Settlement Trust and certain other assets will fund only the separate Fibreboard sub-account and, as a result, those amounts will not be
available under the Plan to pay claims against Owens Corning. Conversely, only the assets in the Fibreboard sub-account will be available to pay claims against Fibreboard. In addition, the Plan provides for an injunction by the Bankruptcy Court
pursuant to section 524(g) of the Bankruptcy Code that will enjoin actions against the reorganized Debtors, their respective subsidiaries, and certain of their affiliates, for the purpose of, directly or indirectly, collecting, recovering or
receiving payment of, on, or with respect to any claims resulting from asbestos-containing products allegedly manufactured, sold or installed by Owens Corning, Fibreboard, or any other Debtor,



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which claims will be paid in whole or in part by the section 524(g) trust. Similar plans of reorganization have been
confirmed in the Chapter 11 cases of other companies involved in asbestos-related litigation. Section 524(g) of the Bankruptcy Code provides that, if certain specified conditions are satisfied, a court may issue a supplemental permanent injunction
barring the assertion of asbestos-related claims or demands against the reorganized company and channeling those claims to an independent trust.



Since, as described above, it is likely that the Plan will be substantially revised and will be the subject of continuing negotiations or litigation, Owens Corning is
unable to predict at this time what the treatment of inter-company claims, and other inter-company and intra-company arrangements, transactions and relationships that were entered into prior to the Petition Date, will ultimately be under any plan or
plans of reorganization finally confirmed. Such matters and other arrangements, transactions and relationships may be challenged by various parties in the Chapter 11 Cases and payments and other obligations in respect thereof may be restricted or
modified by order of, or subject to review and approval by, the Bankruptcy Court. The outcome of such challenges and other actions, if any, may have an impact on the treatment of various claims under the plan or plans ultimately confirmed and on the
respective assets, liabilities and results of operations of Owens Corning and its direct and indirect subsidiaries. For example, Owens Corning is unable to predict at this time what the treatment will ultimately be under any such plan or plans with
respect to (1) the guarantees issued by certain of Owens Cornings U.S. subsidiaries, including Owens-Corning Fiberglas Technology Inc. (OCFT) and IPM Inc., a Non-Debtor Subsidiary that holds Owens Cornings ownership interest
in a majority of Owens Cornings foreign subsidiaries (IPM), with respect to Owens Cornings Pre-Petition Credit Facility or (2) OCFTs license agreements with Owens Corning and Exterior Systems, Inc.
(Exterior), an indirect wholly-owned subsidiary of Owens Corning, pursuant to which OCFT licenses intellectual property to Owens Corning and Exterior. As described above, as a result of the Third Circuits reversal of the District
Courts Substantive Consolidation Order and Owens Cornings current evaluation of the distributable values (considered on a non-substantively consolidated basis) of Owens Corning and certain of its Debtor and non-Debtor subsidiaries, Owens
Corning has recorded, for the period ended September 30, 2005, expenses with respect to the Pre-Petition Credit Facility, for the period from the Petition Date through September 30, 2005, in the amount of $531 million ($322 million after tax)
relating to post-petition interest and $7 million ($4 million after tax) relating to certain other post-petition fees. These expenses have been accrued at this time because Owens Corning has determined that, based upon the Third Circuits
reversal of the Substantive Consolidation Order and Owens Cornings resulting evaluation of the distributable values (considered on a non-substantively consolidated basis) of Owens Corning and certain of its Debtor and non-Debtor subsidiaries,
it is probable that such expenses will be payable by certain of the Debtors and/or non-Debtor subsidiaries which are either obligors under, or guarantors of, the Pre-Petition Credit Facility. In the event that no acceptable alternative arrangement
is reached to release such entities from their guaranty obligations, it is possible that IPM as well as Vytec Corporation and Owens-Corning Fiberglas Sweden Inc., two other Non-Debtor Subsidiaries that have issued guarantees in connection with the
Pre-Petition Credit Facility, may file for relief under Chapter 11 of the Bankruptcy Code, and may join in the proposal of a plan or plans of reorganization consistent with the Plan as such may be modified as discussed above.



The Bankruptcy Court may confirm a plan of reorganization only upon making certain findings
required by the Bankruptcy Code, and a plan may be confirmed over the dissent of non-accepting creditors and equity security holders if certain requirements of the Bankruptcy Code are met. In this respect, unless a consensual arrangement among all
impaired creditor classes is agreed to, the Companys plan of reorganization is expected to provide for certain cramdown provisions, whereby the plan could be confirmed over the objections of one or more classes of unapproving
creditors in the event that certain percentages in dollar amount and in number of specified classes of creditors accept the plan and vote in favor of it.



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The payment rights and other entitlements of pre-petition creditors and Owens Cornings shareholders may be
substantially altered by any plan or plans of reorganization confirmed in the Chapter 11 Cases, and the pre-petition creditors of some Debtors may be treated differently than those of other Debtors.



Pursuant to the Bankruptcy Code, schedules have been filed by the Debtors with the Bankruptcy
Court setting forth the assets and liabilities of the Debtors as of the Petition Date. Differences between amounts recorded by the Debtors and claims filed by creditors will be investigated and resolved as part of the proceedings in the Chapter 11
Cases.



Bar Dates for Filing Claims



GENERAL BAR DATE



In connection with the Chapter 11 Cases, the Bankruptcy Court set April 15, 2002 as the last
date by which holders of certain pre-petition claims against the Debtors must file their claims (the General Bar Date). The General Bar Date does not apply to asbestos-related personal injury claims and asbestos-related wrongful death
claims (other than claims for contribution, indemnity, reimbursement, or subrogation). Generally, any holder of a claim that was required to file a claim by the General Bar Date and did not do so will be barred from asserting such claim against any
of the Debtors and will not participate in any distribution in any of the Chapter 11 Cases on account of such claim.



Approximately 25,000 proofs of claim (including late-filed claims), totaling approximately $16.6 billion, alleging a right to payment from a Debtor were filed with the
Bankruptcy Court in response to the General Bar Date. As to the Pre-Petition Credit Facility, the claim total reflects only a single claim (in the amount of approximately $1.6 billion) although the holders have asserted this claim against Owens
Corning and each of six other Debtors that issued a guarantee with respect to the facility. Owens Corning continues to investigate the filed claims to determine their validity. The Bankruptcy Court will ultimately determine liability amounts that
will be allowed for claims in the Chapter 11 Cases.



In its review of the filed
claims, Owens Corning identified approximately 16,000 claims, totaling approximately $8.6 billion, which it believed should be disallowed by the Bankruptcy Court, primarily because they appeared to be duplicate claims or claims that were not related
to the indicated Debtor (the Objectionable Claims). Owens Corning filed omnibus objections to certain of these Objectionable Claims and likely will file additional objections. As of September 30, 2005, approximately 7,000 of the
Objectionable Claims, totaling approximately $5.7 billion, had either been withdrawn by the claimants or disallowed by the Bankruptcy Court, and other of such claims had been reduced by the claimants by approximately $1.8 billion. While the
Bankruptcy Court will ultimately determine liability amounts, if any, that will be allowed as part of the Chapter 11 Cases, Owens Corning believes that all or substantially all of the remaining Objectionable Claims will be disallowed.



In addition to the Objectionable Claims described above, the remaining filed proofs of claim
included approximately 9,000 claims, totaling approximately $8.0 billion. As of September 30, 2005, approximately 1,000 of these claims, totaling approximately $0.4 billion, had either been withdrawn by the claimants, disallowed by the Bankruptcy
Court, or otherwise resolved, and other of such claims had been reduced by the claimants by approximately $0.3 billion. The remaining claims consist of:



| |  | Approximately 2,900 claims, totaling approximately $1.4 billion, associated with asbestos-related contribution, indemnity, reimbursement, or subrogation claims. Owens Corning will
address all asbestos-related personal injury and wrongful death claims in the future as part of the Chapter 11 Cases. See Note 9 to the Consolidated Financial Statements for additional information concerning asbestos-related liabilities.
|- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



| |  | Approximately 100 claims, totaling approximately $0.6 billion, alleging asbestos-related property damage. Most of these claims were submitted with insufficient documentation to
assess their validity. Owens Corning expects to vigorously defend any asserted asbestos-related property damage claims in the Bankruptcy Court. Based upon its historic experience in respect of asbestos-related property damage claims, Owens Corning
does not anticipate significant liability from any such claims.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Approximately 5,000 claims, totaling approximately $5.3 billion, alleging rights to payment for financing, environmental, trade debt and other matters (the General
Claims). The Company has recorded approximately $3.5 billion in liabilities for these claims. Based upon the claims information submitted, the General Claims with the largest variance from the recorded amounts are: claims by the United States
Department of Treasury, totaling approximately $538 million, in connection with taxes (see discussion regarding the tax claims and related settlement under the heading Tax Claim in Note 9 to the Consolidated Financial Statements); a
contingent claim for approximately $458 million by the Pension Benefit Guaranty Corporation, as described more fully under the heading PBGC Claim in Note 9 to the Consolidated Financial Statements; a $275 million class action claim
involving alleged problems with a specialty roofing product, (see discussion of this claim and pending settlement under the heading Specialty Roofing Claim in Note 9 to the Consolidated Financial Statements); environmental claims
totaling approximately $109 million; and claims for contract rejections, totaling approximately $95 million, of which approximately $28 million are protective claims covering contracts which have not been rejected by the Debtors as of September 30,
2005.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Owens Corning has recorded liability amounts for those
claims that can be reasonably estimated and which it believes are probable of being allowed by the Bankruptcy Court. At this time, it is impossible to reasonably estimate the value of all the claims that will ultimately be allowed by the Bankruptcy
Court, due to the uncertainties of the Chapter 11 process, the in-progress state of Owens Cornings investigation of submitted claims, and the lack of documentation submitted in support of many claims. Owens Corning continues to evaluate claims
filed in the Chapter 11 Cases and will make such adjustments as may be appropriate. Any such adjustments could be material to the Companys consolidated financial position and results of operations in any given period. For a discussion of
liability amounts in respect of asbestos personal injury claims, see Note 9 to the Consolidated Financial Statements.



ASBESTOS BAR DATE



A bar date for filing proofs of claim against the Debtors with respect to asbestos-related personal injury claims and asbestos-related wrongful death claims (other than claims for contribution, indemnity,
reimbursement, or subrogation) has not been set. On April 11, 2003, the Official Committee of Unsecured Creditors filed a motion seeking establishment of a bar date for such asbestos-related claims. On April 25, 2003, the District Court entered an
order withdrawing the reference of the Chapter 11 Cases to the USBC with respect to such motion, and staying all proceedings on such motion pending further order of the District Court.



As indicated above, the General Bar Date does not apply to asbestos-related personal injury claims and asbestos-related wrongful death
claims (other than claims for contribution, indemnity, reimbursement, or subrogation). Despite this, approximately 3,300 proofs of claim (in addition to claims described above under General Bar Date), totaling approximately $2.6 billion,
with respect to asbestos-related personal injury or wrongful death were filed with the Bankruptcy Court in response to the General Bar Date. Of these claims, Owens Corning has identified approximately 1,200, totaling approximately $0.5 billion, as
Objectionable Claims. Of the remaining claims, Owens Corning believes that a substantial majority represent claimants that had previously asserted asbestos-related claims against the Company.



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



As noted above, under the Plan, all asbestos-related personal injury and wrongful death claims will be channeled to
the section 524(g) trust, subject to approval by the Bankruptcy Court. See Note 9 to the Consolidated Financial Statements for additional information concerning asbestos-related liabilities.



As described above, on March 31, 2005, the District Court issued a Memorandum and Order
estimating the total amount of contingent and unliquidated claims against Owens Corning for personal injury or death caused by exposure to asbestos (including pending claims, future claims and contract claims) at $7 billion. After the District Court
denied their motion for reconsideration, the holders of the debt under the Pre-Petition Credit Facility, as well as certain other parties, appealed the District Courts ruling to the Third Circuit. Briefing with respect to such appeal has not
yet been completed. The Memorandum and Order did not specifically address the potential asbestos-related liability of Fibreboard. In addition, the Memorandum and Order did not address whether a bar date would be established for asbestos-related
personal injury or wrongful death claims as to either Owens Corning or Fibreboard.



CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS



Our disclosure 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, as amended, 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 and uncertainties that could cause actual
results to differ materially from those projected in the statements. Some of the important factors that may influence possible differences include:



| |  |  | competitive factors
| | - |  | -------------------



| |  |  | pricing pressures
| | - |  | -----------------



| |  |  | availability and cost of energy and materials
| | - |  | ---------------------------------------------



| |  |  | construction activity
| | - |  | ---------------------



| |  |  | interest rate movements
| | - |  | -----------------------



| |  |  | issues involving implementation of new business systems
| | - |  | -------------------------------------------------------



| |  |  | achievement of expected cost reductions and/or productivity improvements
| | - |  | ------------------------------------------------------------------------



| |  |  | developments in and the outcome of the Chapter 11 proceedings described in this report
| | - |  | --------------------------------------------------------------------------------------



| |  |  | general economic and political conditions, including new legislation
| | - |  | --------------------------------------------------------------------



| |  |  | foreign exchange fluctuations
| | - |  | -----------------------------



| |  |  | the success of research and development activities
| | - |  | --------------------------------------------------



| |  |  | difficulties or delays in manufacturing
| | - |  | ---------------------------------------



| |  |  | labor disputes
| | - |  | --------------



In addition to the list above, in connection with the Chapter 11 proceedings and the development of a plan or plans of reorganization, we anticipate that additional restructuring and similar charges, including asset
impairment and wind-up costs, may be identified and recorded in future periods. Such charges could be material to the consolidated financial position and results of operations of the Company in any given period. In addition, Owens Corning notes that
certain of our businesses are operated wholly or in part through subsidiary entities. To the extent that any restructuring or similar charges impact such subsidiary entities, the financial condition or results of operations of such subsidiary
entities, and potentially other entities holding obligations of such subsidiary entities, may be adversely impacted, perhaps materially.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



Please refer to the Companys 2004 annual report on Form 10-K for the Companys quantitative and qualitative disclosures about 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, as amended (the Exchange Act)), designed to ensure that information required to be
disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported on a timely basis, 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 have not been any changes in the Companys internal control over financial
reporting during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting.



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PART II



ITEM 1. LEGAL PROCEEDINGS



Contingent
Liabilities and Other Matters



Note 9 to the Consolidated Financial
Statements, entitled Contingent Liabilities and Other Matters, is incorporated here by reference.



Chapter 11 Proceedings



On
October 5, 2000 (the Petition Date), Owens Corning and the 17 United States subsidiaries listed below (collectively with Owens Corning, the Debtors) filed voluntary petitions for relief (the Filing) under Chapter
11 of the United States Bankruptcy Code (the Bankruptcy Code) in the United States Bankruptcy Court for the District of Delaware (the USBC):



|                                    |  |                                         
|----------------------------------- |  | ----------------------------------------
|CDC Corporation                     |  | Integrex Testing Systems LLC            
|Engineered Yarns America, Inc.      |  | HOMExperts LLC                          
|Falcon Foam Corporation             |  | Jefferson Holdings, Inc.                
|Integrex                            |  | Owens-Corning Fiberglas Technology, Inc.
|Fibreboard Corporation              |  | Owens Corning HT, Inc.                  
|Exterior Systems, Inc.              |  | Owens-Corning Overseas Holdings, Inc.   
|Integrex Ventures LLC               |  | Owens Corning Remodeling Systems, LLC   
|Integrex Professional Services LLC  |  | Soltech, Inc.                           
|Integrex Supply Chain Solutions LLC |  |                                         



The Debtors are currently operating
their businesses as debtors-in-possession in accordance with provisions of the Bankruptcy Code. The Chapter 11 cases of the Debtors (collectively, the Chapter 11 Cases) are being jointly administered under Case No. 00-3837 (JKF).



The referenced Chapter 11 cases do not include any other United States or
foreign subsidiaries of Owens Corning (collectively, the Non-Debtor Subsidiaries).



In late 2001, all of the asbestos-related Chapter 11 cases pending in the District of Delaware (the Chapter 11 Cases of Owens Corning and the cases of Armstrong World Industries, Inc., W.R. Grace & Co.,
Federal-Mogul Global, Inc., and USG Corporation) were ordered transferred to the United States District Court for the District of Delaware (the District Court) before Judge Alfred M. Wolin to facilitate development and implementation of
a coordinated plan for management (the Administrative Consolidation). The District Court entered an order referring the Chapter 11 Cases back to the USBC, where they were previously pending, subject to its ongoing right to withdraw such
referral with respect to any proceedings or issues (the applicable court from time to time responsible for any particular aspect of the Chapter 11 Cases being hereinafter referred to as the Bankruptcy Court).



On May 27, 2004, the United States Court of Appeals for the Third Circuit (the Third
Circuit) assigned Judge John P. Fullam of the United States District Court, Eastern District of Pennsylvania, to replace Judge Wolin in the Chapter 11 Cases. In addition, the Third Circuit assigned other judges to sit on other of the cases
that had previously been consolidated under the terms of the Administrative Consolidation, effectively terminating the consolidation.



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ITEM 1. LEGAL PROCEEDINGS (continued)



As a consequence of the Filing, all pending litigation against the Debtors was stayed automatically by section 362 of the Bankruptcy Code
and, absent further order of the Bankruptcy Court, no party may take any action to recover on pre-petition claims against the Debtors. In addition, pursuant to section 365 of the Bankruptcy Code, the Debtors may reject or assume pre-petition
executory contracts and unexpired leases, and other parties to contracts or leases that are rejected may assert rejection damages claims as permitted by the Bankruptcy Code.



Two creditors committees, one representing asbestos claimants (the Official Committee of Asbestos Claimants) and the other
representing unsecured creditors (the Official Committee of Unsecured Creditors), have been appointed as official committees in the Chapter 11 Cases. In addition, the Bankruptcy Court has appointed James J. McMonagle as Legal
Representative for the class of future asbestos personal injury claimants against one or more of the Debtors. The two committees and the Legal Representative have the right to be heard on all matters that come before the Bankruptcy Court.



Owens Corning anticipates that substantially all liabilities of the Debtors as
of the Petition Date will be resolved under one or more Chapter 11 plans of reorganization to be proposed and voted on in the Chapter 11 Cases in accordance with the provisions of the Bankruptcy Code. On January 17, 2003, the Debtors, together with
the Official Committee of Asbestos Claimants and the Legal Representative for the class of future asbestos claimants, filed a proposed joint plan of reorganization in the USBC. The same proponents filed a proposed amended joint plan of
reorganization in the USBC on March 28, 2003, a proposed second amended joint plan of reorganization in the USBC on May 23, 2003, a proposed third amended joint plan of reorganization in the USBC on August 8, 2003, and a proposed fourth amended
joint plan of reorganization (as so amended through such fourth amendment, the Plan) in the USBC on October 24, 2003.



The holders of the debt under the Pre-Petition Credit Facility, and certain other members of the major non-asbestos creditor groups, have indicated that they continue to
oppose the Plan. There can be no assurance that a plan supported by Owens Corning and less than all of the major creditor groups will be confirmed by the Bankruptcy Court and consummated. The Debtors have the exclusive right to file and solicit
acceptances to a plan of reorganization through November 14, 2005.



Any plan of
reorganization is subject to confirmation by the Bankruptcy Court. Because the Plan is based on certain assumptions, negotiating positions and valuations that have changed in light of, among other things, the legal developments discussed below or
are otherwise subject to change, it is expected that the Plan will be significantly amended prior to confirmation. In particular, the Plan, as it relates to Debtors other than Fibreboard, is currently premised upon the substantive consolidation of
Owens Corning and certain of its direct and indirect subsidiaries (but not the Fibreboard Settlement Trust (see Note 10 to the Consolidated Financial Statements)) for the purposes of voting, determining which claims and interests will be entitled to
vote to accept or reject the Plan, confirmation of the Plan, and the resultant discharge of and cancellation of claims and interests and distribution of assets, interests and other property under the Plan. On October 5, 2004, the District Court
issued a Memorandum and Order Concerning Substantive Consolidation (the Substantive Consolidation Order). In the Substantive Consolidation Order, the District Court granted the Debtors motion for substantive consolidation. On
October 13, 2004, the holders of the debt under the Pre-Petition Credit Facility filed an appeal of the Substantive Consolidation Order with the Third Circuit. On August 15, 2005, the Third Circuit reversed the Substantive Consolidation Order. The
Legal Representative for the class of future asbestos personal injury claimants and certain designated members of the Official Committee of Unsecured Creditors subsequently filed petitions for rehearing en banc of the Third Circuits decision.
Those petitions for rehearing were denied by the Third Circuit on September 28, 2005. The Third Circuits reversal of the District Courts Substantive Consolidation Order, unless reversed by the United States Supreme Court (if an appeal
from the Third Circuits decision is filed), is expected to result in significant modifications of the Plan and may



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ITEM 1. LEGAL PROCEEDINGS (continued)



impact the relative amounts ultimately payable to the Companys various creditor classes, including the extent to which post-petition
interest and certain other post-petition fees may be payable on the Pre-Petition Credit Facility.



As a result of the Third Circuits reversal of the District Courts Substantive Consolidation Order and Owens Cornings current evaluation of the distributable values (considered on a non-substantively
consolidated basis) of Owens Corning and certain of its Debtor and non-Debtor subsidiaries, Owens Corning has recorded, for the period ended September 30, 2005, expenses with respect to the Pre-Petition Credit Facility for the period from the
Petition Date through September 30, 2005, in the amount of $531 million ($322 million after tax) relating to post-petition interest and $7 million ($4 million after tax) relating to certain other post-petition fees. These expenses have been accrued
at this time because Owens Corning has determined that, based upon the Third Circuits reversal of the Substantive Consolidation Order and Owens Cornings resulting evaluation of the distributable values (considered on a non-substantively
consolidated basis) of Owens Corning and certain of its Debtor and non-Debtor subsidiaries, it is probable that such expenses will be payable by certain of the Debtors and/or non-Debtor subsidiaries which are either obligors under, or guarantors of,
the Pre-Petition Credit Facility. The recorded amount of $538 million is Owens Cornings best estimate of the potential liability for post-petition interest and certain other post-petition fees on the Pre-Petition Credit Facility through
September 30, 2005 and, with respect to interest, reflects the application of the Base Rate plus 2% (as described below) applied on a non-compounding basis. However, this estimate is based on numerous factual and legal uncertainties, including the
interpretation of contractual provisions concerning such interest and other fees, and Owens Corning reserves the right to object, if and as appropriate in its judgment, to the ultimate entitlements to such interest and other fees and to the amount
of such interest and other fees in the Chapter 11 Cases (or other proceedings). Moreover, the actual amount of post-petition interest and fees, if any, that may be payable with respect to the Pre-Petition Credit Facility is subject to various
factors, including the outcome of negotiations among various creditor constituencies and/or the resolution of litigation between various claimants regarding the liability of Owens Corning and its subsidiaries for certain pre-petition liabilities.
Absent developments that alter Owens Cornings determination as to the probability that post-petition interest and other fees will be payable or the best estimate of the amount of post-petition interest and other fees that may be payable, and
subject to the distributable values it estimates from time to time are available to satisfy such post-petition interest and other fees under the Pre-Petition Credit Facility on a non-substantively consolidated basis, Owens Corning expects to
continue to accrue interest on the Pre-Petition Credit Facility in future periods, to the extent required under applicable law, at a rate equal to the Base Rate (as defined in the Pre-Petition Credit Facility) plus 2%. The Base Rate (as defined in
the Pre-Petition Credit Facility) is a floating rate equal to the higher of (i) the prime commercial lending rate of Credit Suisse First Boston and (ii) the Federal Funds Rate plus 0.50% per annum. Actual amounts of post-petition interest and other
fees, if any, that are ultimately determined payable under the Pre-Petition Credit Facility for the period from the Petition Date through September 30, 2005 or for future periods may be significantly higher or lower than the amounts indicated above.
For example, certain holders of debt under the Pre-Petition Credit Facility have taken the position that the provisions of the Pre-Petition Credit Facility should be interpreted as providing for post-petition interest amounts that are in the range
of double the amounts indicated above, whereas certain other parties have taken the position that there exist legal theories under which no post-petition interest would be payable.



As to Fibreboard, the Plan contemplates that the assets available to satisfy Fibreboard liabilities (which are generally limited to
asbestos-related liabilities) will be limited to the assets of the Fibreboard Settlement Trust and certain other specified assets.



A six-day claims estimation hearing was held before the District Court beginning January 13, 2005. The purpose of the claims estimation hearing was to establish the
amount of Owens Cornings and



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ITEM 1. LEGAL PROCEEDINGS (continued)



Fibreboards current and future asbestos liability to be allowed as claims in the Chapter 11 Cases. In general, the holders of the debt
under the Pre-Petition Credit Facility argued that the amount of such asbestos liability should be set at an amount significantly lower than the amounts reserved for asbestos claims on the financial statements of the Debtors, and the Official
Committee of Asbestos Claimants and the Legal Representative for the class of future asbestos claimants argued that such asbestos liability should be set at a significantly higher level. On March 31, 2005, the District Court issued a Memorandum and
Order estimating the total amount of contingent and unliquidated claims against Owens Corning for personal injury or death caused by exposure to asbestos (including pending claims, future claims and contract claims) at $7 billion. After the District
Court denied their motion for reconsideration, the holders of the debt under the Pre-Petition Credit Facility, as well as certain other parties, appealed the District Courts ruling to the Third Circuit. Briefing with respect to such appeal has
not yet been completed. As a result of the District Courts estimation, Owens Corning increased its reserve for potential asbestos-related liability by $3.435 billion for the period ended March 31, 2005, so that its recorded reserve equaled the
level of asbestos liability estimated by the District Court (see Note 9 to the Consolidated Financial Statements). Although the District Courts Memorandum and Order did not specifically address the potential asbestos-related liability of
Fibreboard, based upon the analysis that the District Court had followed in establishing estimated asbestos liability for Owens Corning, Owens Corning also increased Fibreboards recorded reserve for potential asbestos-related liability by $907
million for the period ended March 31, 2005.



In light of the Third
Circuits reversal of the Substantive Consolidation Order described above, Owens Corning expects that the terms, conditions and provisions of the Plan will change significantly and will likely remain the subject of continuing negotiations or
litigation to resolve differences among the creditor constituencies as to their treatment. For example, the Third Circuits reversal of the District Courts Substantive Consolidation Order, unless reversed by the United States Supreme
Court, may impact the relative amounts ultimately payable to the Companys various creditor classes, including the extent to which post-petition interest may be payable on the Pre-Petition Credit Facility. Accordingly, Owens Corning is unable
to predict at this time what the treatment of creditors and equity holders of the respective Debtors will ultimately be under any plan or plans of reorganization finally confirmed.



The current Plan provides for partial payment of all unsecured creditors allowed claims, in the form of distributions of new common
stock and notes of the reorganized company, and cash. Additional distributions from potential insurance and other third-party claims may also be paid to certain classes of unsecured creditors, but the Plan currently contemplates that all classes of
pre-petition unsecured creditors will be impaired. Therefore, the Plan also provides that the existing common stock of Owens Corning will be cancelled, and that current shareholders will receive no distribution or other consideration in exchange for
their shares. It is impossible to predict at this time the terms and provisions of any plan or plans of reorganization that may ultimately be confirmed, when a plan or plans of reorganization will be confirmed, or the treatment of creditors and
equity holders thereunder. The Plan is discussed in greater detail in Note 1 to the Consolidated Financial Statements.



On or about October 17, 2003, the Official Committee of Unsecured Creditors filed a motion in the USBC requesting appointment of a Chapter 11 trustee to assume control of
the Chapter 11 Cases due to alleged breach of the Debtors fiduciary duty of undivided loyalty to act in the best interest of all creditors. After such motion was dismissed by the USBC for failure to comply with local court rules, the Official
Committee of Unsecured Creditors re-filed such motion on October 30, 2003. A supplement to the motion of the Official Committee of Unsecured Creditors was filed on May 28, 2004, and various filings in opposition to such supplemented motion were
filed by the Debtors, the Legal Representative for the class of future asbestos claimants, and the Official Committee of Asbestos Claimants. Further proceedings on this matter have been voluntarily continued by the movants on a monthly
basis.



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ITEM 1. LEGAL PROCEEDINGS (continued)



On or about May 24, 2004, Credit Suisse First Boston, Kensington International Limited, Springfield Associates LLC and Angelo Gordon filed a
motion in the USBC requesting the appointment of a Chapter 11 examiner to examine (i) allegations of improper conduct by management of the Debtors, (ii) alleged breaches of fiduciary duty by management of the Debtors resulting from the influence of
the Legal Representative for the class of future asbestos claimants and the Official Committee of Asbestos Claimants on the process of developing a Plan and the tort estimation process, (iii) alleged connections between the asbestos plaintiffs
interests, a Court appointed mediator, and the Debtors asbestos liability estimation firm, and (iv) other alleged improper conduct. Owens Corning, the Legal Representative for the class of future asbestos claimants, and the Official Committee
of Asbestos Claimants have each filed responsive pleadings to the motion. The USBC has continued further proceedings on the motion pending issuance of a final order on the motion (described in the preceding paragraph) requesting appointment of a
Chapter 11 trustee.



Notice Procedures and Transfer Restrictions on
Trading of Equity Securities



On February 23, 2005, the Debtors filed
a motion in the USBC for the entry of interim and final orders pursuant to Sections 105(a), 362(a)(3) and 541 of the Bankruptcy Code to enable the Debtors to avoid limitations on the use of their tax net operating loss carryforwards and certain
other tax attributes by imposing certain notice procedures and transfer restrictions on the trading of equity securities of Owens Corning. The USBC granted the requested interim order (the Interim Equity Order) on March 1, 2005, and
granted the requested final order (the Final Equity Order) on April 15, 2005.



In general, the Final Equity Order applies to any person or entity that, directly or indirectly, beneficially owns (or would beneficially own as a result of a proposed transfer) at least 4.75% of the outstanding
equity securities of Owens Corning. Under the Final Equity Order, all persons or entities who at the time of the Final Equity Order or in the future beneficially own at least 4.75% of the outstanding equity securities of Owens Corning (each a
Substantial Equityholder) is required to file with the USBC and serve upon the Debtors and the Debtors counsel a notice of such status. In addition, the Final Equity Order provides that a person or entity that would become a
Substantial Equityholder by reason of a proposed acquisition of equity securities of Owens Corning is also required to comply with the notice and service provisions before effecting that transaction. The Final Equity Order gives the Debtors the
right to object in the USBC to certain acquisitions or sales of Owens Corning common stock if the acquisition or sale would pose a material risk of adversely affecting the Debtors ability to utilize such tax attributes.



Under the Final Equity Order, prior to any proposed acquisition of equity securities that
would result in an increase in the amount of Owens Corning equity securities owned by a Substantial Equityholder, or that would result in a person or entity becoming a Substantial Equityholder, such person, entity or Substantial Equityholder is
required to file with the USBC, and serve on the Debtors and the Debtors counsel, a Notice of Intent to Purchase, Acquire or Otherwise Accumulate an Equity Security. In addition, prior to effecting any disposition of Owens Cornings
equity securities that would result in a decrease in the amount of Owens Corning equity securities beneficially owned by a Substantial Equityholder, such Substantial Equityholder is required to file with the USBC, and serve on the Debtors and the
Debtors counsel, a Notice of Intent to Sell, Trade or Otherwise Transfer Equity Securities.



Any purchase, sale or other transfer of Owens Corning equity securities in violation of the restrictions of the Final Equity Order would be null and void ab initio as an act in violation of the Final Equity Order and
would therefore confer no rights on a proposed transferee.



A copy of the
Interim Equity Order is filed as Exhibit 99.1 to Owens Cornings current report on Form 8-K filed March 3, 2005, and is incorporated here by reference. A copy of the Final Equity Order is filed as Exhibit 99.1 to Owens Cornings current
report on Form 8-K filed April 19, 2005, and is incorporated here by reference.



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



As a consequence of the Filing and the impact of certain provisions of the Companys DIP Financing and in a cash management order entered by the Bankruptcy Court, the Company and its subsidiaries are subject to
certain restrictions on their ability to pay dividends and to transfer cash and other assets to each other and to their affiliates. See Note 1 to the Consolidated Financial Statements.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



Substantially all of the Companys pre-petition debt is now in default due to the Filing. See Note 1 to the Consolidated Financial Statements. As described in Note 1, the Consolidated Financial Statements present the Debtors
pre-petition debt under the caption Liabilities Subject to Compromise. This includes debt under the Pre-Petition Credit Facility and approximately $1.5 billion of other outstanding debt. As required by Statement of Position (SOP) 90-7,
at the Petition Date the Company recorded the Debtors pre-petition debt instruments at the allowed amount, as defined by SOP 90-7. The Consolidated Financial Statements present pre-petition debt of Non-Debtor Subsidiaries that is in default
due to the Filing, in the amount of approximately $7 million, as current on the Consolidated Balance Sheet as of September 30, 2005.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



No matter was submitted to a vote of security holders during the quarter ended September 30, 2005.



ITEM 5. OTHER INFORMATION



No information is
reported under this Item.



ITEM 6. EXHIBITS



See Exhibit Index below, which
is incorporated here 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: November 2, 2005 |  | By: |  | /s/ Michael H. Thaman
|                       |  |     |  |                       |  | Michael H. Thaman                                
|                       |  |     |  |                       |  | Chairman of the Board and Chief Financial Officer
|                       |  |     |  |                       |  | (as duly authorized officer)                     
|                       |  |    
|Date: November 2, 2005 |  | By: |  | /s/ Roy D. Dean      
|                       |  |     |  |                       |  | Roy D. Dean                                      
|                       |  |     |  |                       |  | Vice President and Corporate Controller          



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Document Description                                                                                                                                                                                                                                                                                                                                      
|(2)           |  | Plan of Acquisition, Reorganization, Arrangement, Liquidation or Succession.                                                                                                                                                                                                                                                                              
|              | 
|              |  | Fourth Amended Joint Plan of Reorganization of Owens Corning and Its Affiliated Debtors and Debtors-In-Possession, filed in the United States Bankruptcy Court for the District of Delaware on
October 24, 2003 (incorporated herein by reference to Exhibit (2) to Owens Cornings current report on Form 8-K (File No. 1-3660), filed October 27, 2003).
|              | 
|              |  | Third Amended Joint Plan of Reorganization of Owens Corning and Its Affiliated Debtors and Debtors-In-Possession, filed in the United States Bankruptcy Court for the District of Delaware on
August 8, 2003 (incorporated herein by reference to Exhibit (2) to Owens Cornings current report on Form 8-K (File No. 1-3660), filed August 8, 2003).     
|              | 
|              |  | Second Amended Joint Plan of Reorganization of Owens Corning and Its Affiliated Debtors and Debtors-In-Possession, filed in the United States Bankruptcy Court for the District of Delaware on
May 23, 2003 (incorporated herein by reference to Exhibit (2) to Owens Cornings current report on Form 8-K (File No. 1-3660), filed May 27, 2003).        
|              | 
|              |  | Amended Joint Plan of Reorganization of Owens Corning and Its Affiliated Debtors and Debtors-In-Possession, filed in the United States Bankruptcy Court for the District of Delaware on March
28, 2003 (incorporated herein by reference to Exhibit (2) to Owens Cornings current report on Form 8-K (File No. 1-3660), filed March 28, 2003).           
|              | 
|              |  | Joint Plan of Reorganization of Owens Corning and Its Affiliated Debtors and Debtors-In-Possession, filed in the United States Bankruptcy Court for the District of Delaware on January 17,
2003 (incorporated herein by reference to Exhibit (2) to Owens Cornings current report on Form 8-K (File No. 1-3660), filed January 17, 2003).               
|              | 
|(3)           |  | Articles of Incorporation and By-Laws.                                                                                                                                                                                                                                                                                                                    
|              | 
|              |  | (i)     Certificate of Incorporation of Owens Corning, as amended (incorporated herein by reference to Exhibit (3)
to Owens Cornings quarterly report on Form 10-Q (File No. 1-3660) for the quarter ended March 31, 1997).                                                                                                                              
|              | 
|              |  | (ii)    By-Laws of Owens Corning, as amended (incorporated herein by reference to Exhibit (3) to Owens Cornings
annual report on Form 10-K (File No. 1-3660) for the year 1999).                                                                                                                                                                         



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EXHIBIT INDEX



|              |  |                                                                                                                                                                                                                                                                                                                                                           
|------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Document Description                                                                                                                                                                                                                                                                                                                                      
|(4)           |  | Instruments Defining the Rights of Security Holders, Including Indentures.                                                                                                                                                                                                                                                                                
|              | 
|              |  | Memorandum and Order dated March 31, 2005 (incorporated herein by reference to Exhibit (4) to Owens Cornings quarterly report on Form 10-Q (File No. 1-3660) for the quarter ended March
31, 2005).                                                                                                                                                      
|              | 
|              |  | Final Order Pursuant to Sections 105(a), 362(a)(3) and 541 of the Bankruptcy Code (A) Limiting Certain Transfers of Equity Securities of the Debtors and (B) Approving Related Notice
Procedures (incorporated herein by reference to Exhibit 99.1 to Owens Cornings current report on Form 8-K (File No. 1-3660), filed April 19, 2005).                
|              | 
|              |  | Interim Order Pursuant to Sections 105(a), 362(a)(3) and 541 of the Bankruptcy Code (A) Limiting Certain Transfers of Equity Securities of the Debtors and (B) Approving Related Notice
Procedures (incorporated herein by reference to Exhibit 99.1 to Owens Cornings current report of Form 8-K (File No. 1-3660), filed March 3, 2005).               
|              | 
|              |  | Fourth Amended Joint Plan of Reorganization of Owens Corning and Its Affiliated Debtors and Debtors-In-Possession, filed in the United States Bankruptcy Court for the District of Delaware on
October 24, 2003 (incorporated herein by reference to Exhibit (2) to Owens Cornings current report on Form 8-K (File No. 1-3660), filed October 27, 2003).
|              | 
|              |  | Third Amended Joint Plan of Reorganization of Owens Corning and Its Affiliated Debtors and Debtors-In-Possession, filed in the United States Bankruptcy Court for the District of Delaware on
August 8, 2003 (incorporated herein by reference to Exhibit (2) to Owens Cornings current report on Form 8-K (File No. 1-3660), filed August 8, 2003).     
|              | 
|              |  | Second Amended Joint Plan of Reorganization of Owens Corning and Its Affiliated Debtors and Debtors-In-Possession, filed in the United States Bankruptcy Court for the District of Delaware on
May 23, 2003 (incorporated herein by reference to Exhibit (2) to Owens Cornings current report on Form 8-K (File No. 1-3660), filed May 27, 2003).        
|              | 
|              |  | Amended Joint Plan of Reorganization of Owens Corning and Its Affiliated Debtors and Debtors-In-Possession, filed in the United States Bankruptcy Court for the District of Delaware on March
28, 2003 (incorporated herein by reference to Exhibit (2) to Owens Cornings current report on Form 8-K (File No. 1-3660), filed March 28, 2003).           
|              | 
|              |  | Joint Plan of Reorganization of Owens Corning and Its Affiliated Debtors and Debtors-In-Possession, filed in the United States Bankruptcy Court for the District of Delaware on January 17,
2003 (incorporated herein by reference to Exhibit (2) to Owens Cornings current report on Form 8-K (File No. 1-3660), filed January 17, 2003).               



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##### Table of Contents

- 87 -



EXHIBIT INDEX



|              |  |                                                                                         
|------------- |  | ----------------------------------------------------------------------------------------
|ExhibitNumber |  | Document Description                                                                    
|(31)          |  | Rule 13a-14(a)/15d-14(a) Certifications                                                 
|              | 
|              |  | Certification of Chief Executive Officer (principal executive officer) (filed herewith).
|              | 
|              |  | Certification of Chief Financial Officer (principal financial officer) (filed herewith).
|              | 
|(32)          |  | Section 1350 Certifications                                                             
|              | 
|              |  | Certification of Chief Executive Officer (principal executive officer) (filed herewith).
|              | 
|              |  | Certification of Chief Financial Officer (principal financial officer) (filed herewith).
|              | 
|(99)          |  | Subsidiaries of Owens Corning, as amended (filed herewith).