Obligation OwensCorning 4.2% ( US690742AD30 ) en USD

OwensCorning

100 % ▼

Etas-Unis

US690742AD30 ( en USD )

4.2% par an ( paiement semestriel )

14/12/2022 - Obligation échue

Prospectus brochure de l'obligation Owens Corning [New] US690742AD30 en USD 4.2%, échue

2 000 USD

600 000 000 USD

690742AD3

BBB ( Qualité moyenne inférieure )

Baa3 ( Qualité moyenne inférieure )

Owens Corning est un fabricant mondial de matériaux de construction et de composition, offrant des solutions pour l'isolation, les toitures et les composites renforcés de fibres.

L'Obligation émise par OwensCorning ( Etas-Unis ) , en USD, avec le code ISIN US690742AD30, paye un coupon de 4.2% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 14/12/2022

L'Obligation émise par OwensCorning ( Etas-Unis ) , en USD, avec le code ISIN US690742AD30, a été notée Baa3 ( Qualité moyenne inférieure ) par l'agence de notation Moody's.

L'Obligation émise par OwensCorning ( Etas-Unis ) , en USD, avec le code ISIN US690742AD30, a été notée BBB ( Qualité moyenne inférieure ) par l'agence de notation Standard & Poor's ( S&P ).

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Table of Contents
Filed Pursuant to Rule 424(b)(2)
Registration No. 333-179542
CALCULATION OF REGISTRATION FEE

Title of each class of
Amount to be
Proposed maximum
Proposed maximum
Amount of
securities to be registered

registered
offering price per unit aggregate offering price registration fee (1)
4.200% Senior Notes due 2022

$600,000,000
99.910%

$599,460,000

$81,766.34

(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(r) under the Securities Act.
(2) Calculated pursuant to Rule 457(r) under the Securities Act at the statutory rate of $136.40 per $1,000,000 of securities
registered and relating to the Registration Statement on Form S-3 (No. 333-179542) filed by Owens Corning on February 16,
2012. Pursuant to Rule 457(p) under the Securities Act, the $160,687.82 remaining of the filing fee previously paid with respect
to unsold securities that were registered pursuant to a Registration Statement on Form S-3 (No. 333-149476) initially filed by
Owens Corning on February 29, 2008, is being carried forward, of which $81,766.34 is set off against the registration fee due
for this offering and of which $78,921.48 remains available for future registration fees. No additional registration fee has been
paid with respect to this offering.
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PROSPECTUS SUPPLEMENT
(To Prospectus Dated February 16, 2012)

$600,000,000
4.200% Senior Notes due 2022

We are offering $600,000,000 aggregate principal amount of 4.200% Senior Notes due 2022, which we refer to in this
prospectus supplement as the "notes." Interest on the notes is payable semi-annually in arrears on June 15 and December 15 each
year, beginning on June 15, 2013. The notes will mature on December 15, 2022. We may redeem the notes at any time and from time
to time prior to maturity, in whole or in part, for cash at the redemption prices described in this prospectus supplement, plus accrued
and unpaid interest to, but not including, the redemption date. See "Description of the Notes--Optional Redemption" beginning on
page S-20 of this prospectus supplement. If we undergo a Change of Control Repurchase Event (as defined herein), holders may
request us to repurchase the notes in whole or in part for cash at a price equal to 101% of the principal amount of the notes to be
purchased, plus any accrued and unpaid interest to, but excluding, the repurchase date. See "Description of the Notes--Change of
Control" beginning on page S-21 of this prospectus supplement. Notes will be issued only in denominations of $2,000 and integral
multiples of $1,000 in excess of $2,000.
We intend to use a portion of the net proceeds from the sale of the notes offered hereby for the purchase of outstanding debt
securities that are tendered pursuant to the Offer to Purchase for cash, dated October 17, 2012, setting forth the terms of our tender
offers for certain of our outstanding debt securities. See "Prospectus Supplement Summary--Tender Offers" beginning on page S-5
for a description of the tender offers. The remaining net proceeds will be used (i) first, to repay outstanding borrowings under our
$800 million revolving credit facility and (ii) second, for general corporate purposes. This offering is not conditioned upon the
successful completion of either of the tender offers.
The notes will be our senior unsecured obligations and will rank equally in right of payment with our other existing and future
senior unsecured indebtedness. The notes will be effectively subordinated to our existing and future secured indebtedness to the extent
of the assets securing that indebtedness. The notes will be fully and unconditionally guaranteed by each of our current and future
domestic subsidiaries that is a borrower or guarantor under our Credit Agreement (as defined herein). The guarantees will be
unsecured and will rank equally in right of payment with all other existing and future senior unsecured indebtedness of the guarantors.
The guarantees will be effectively subordinated to existing and future secured debt of the guarantors to the extent of the assets
securing that indebtedness.
The notes are a new issue of securities with no established trading market. We do not intend to list the notes on any securities
exchange or include the notes in any automated quotation system.
Investing in the notes involves risks. See the section titled "Risk Factors" beginning on page S-11 of this prospectus
supplement for a discussion of certain of the risks you should consider before investing in the notes.

Per Note

Total

Public offering price (1)

99.910%
$599,460,000
Underwriting discount

0.650%
$ 3,900,000
Proceeds, before expenses, to Owens Corning

99.260%
$595,560,000
(1) Plus accrued interest from October 22, 2012, if settlement occurs after that date.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or determined if this prospectus supplement or the accompanying prospectus is truthful or complete. Any representation to
the contrary is a criminal offense.
We expect that the notes will be ready for delivery to investors in book-entry form through The Depository Trust Company and
its participants (including Euroclear Bank, S.A./N.V. and Clearstream Banking, societé anonyme) on or about October 22, 2012.

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Joint Book-Running Managers

BofA Merrill Lynch

Citigroup
J.P. Morgan

Wells Fargo Securities

Senior Co-Managers

Deutsche Bank Securities

Goldman, Sachs & Co.

Morgan Stanley

Co-Managers

Credit Agricole CIB

Fifth Third Securities, Inc.

HSBC
PNC Capital Markets LLC

Scotiabank

US Bancorp

The date of this prospectus supplement is October 17, 2012.
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TABLE OF CONTENTS
Prospectus Supplement

Page
About this Prospectus Supplement
S-1

Cautionary Statement Concerning Forward-Looking Statements
S-2

Where You Can Find More Information
S-3

Prospectus Supplement Summary
S-5

Risk Factors
S-11
Use of Proceeds
S-15
Ratio of Earnings to Fixed Charges
S-16
Capitalization
S-17
Description of the Notes
S-18
Material U.S. Federal Income Tax Considerations
S-28
Underwriting (Conflicts of Interest)
S-33
Legal Matters
S-37
Experts
S-37
Prospectus

Page
About this Prospectus

1

Where You Can Find More Information

2

Cautionary Statement Concerning Forward-Looking Statements

2

Owens Corning

3

Risk Factors

4

Use of Proceeds

4

Ratio of Earnings to Fixed Charges

4

Description of Debt Securities

5

Plan of Distribution

20
Legal Matters

21
Experts

21

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ABOUT THIS PROSPECTUS SUPPLEMENT
This prospectus supplement incorporates by reference important business and financial information about us that is not
included in or delivered with this document. This information, other than exhibits to documents that are not specifically
incorporated by reference in this prospectus supplement, is available to you without charge upon written or oral request to
Owens Corning at the address or telephone number indicated in the section titled "Where You Can Find More Information" in
this prospectus supplement.
This document is in two parts. The first part is this prospectus supplement, which describes the specific terms of the offering of
the notes. The second part is the accompanying prospectus dated February 16, 2012, which we refer to as the "accompanying
prospectus." The accompanying prospectus gives more general information about us and the debt securities we may issue from time to
time, some of which may not apply to the notes.
You should rely only on the information contained in this prospectus supplement and the accompanying prospectus, including the
information incorporated or deemed to be incorporated by reference herein, or in any free writing prospectus that we prepare and
distribute. We have not, and the underwriters have not, authorized anyone to provide you with information different from that
contained in or incorporated by reference into this prospectus supplement, the accompanying prospectus or any such free writing
prospectus. If anyone provides you with different or inconsistent information, you should not rely on it. You should not assume that the
information contained or incorporated by reference in this prospectus supplement or the accompanying prospectus or any information
included in any free writing prospectus that we prepare and distribute is accurate as of any date other than the respective date of such
document. Our business, financial condition, results of operation and prospects may have changed since those dates.
This prospectus supplement and the accompanying prospectus do not constitute an offer to sell or a solicitation of an offer to buy
by anyone in any jurisdiction in which such offer or solicitation is not authorized, or in which the person is not qualified to do so or to
any person to whom it is unlawful to make such offer or solicitation.
Before you invest in the notes, you should carefully read the registration statement (including the exhibits thereto) of which this
prospectus supplement and the accompanying prospectus form a part, this prospectus supplement, the accompanying prospectus and
the documents incorporated by reference into this prospectus supplement and accompanying prospectus. The incorporated documents
are described under "Where You Can Find More Information."
In this prospectus supplement, unless otherwise expressly set forth or as the context otherwise indicates, the terms "Owens
Corning," "Company," "we," "our" and "us" refer to Owens Corning, a Delaware corporation, and its subsidiaries.

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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Our disclosure and analysis in this prospectus supplement and the accompanying prospectus and the materials we have filed or
will file with the Securities and Exchange Commission (the "SEC") (including documents incorporated by reference or deemed
incorporated by reference herein or therein) (as well as information included in our other written or oral statements) contain forward-
looking statements within the meaning of Section 27A of the Securities Act of 1933 (the "Securities Act") and Section 21E of the
Securities Exchange Act of 1934 (the "Exchange Act"). Forward-looking statements present our current forecasts and estimates of
future events. These statements do not strictly relate to historical or current results and can be identified by words such as
"anticipate," "believe," "estimate," "expect," "intend," "likely," "may," "plan," "project," "strategy," "will" and other terms of
similar meaning or import in connection with any discussion of future operating, financial or other performance. These forward-
looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from those
projected in the statements. These risks, uncertainties and other factors include, without limitation: economic and political conditions,
including new legislation or other governmental actions; levels of residential and commercial construction activity; competitive
factors; pricing factors; weather conditions; our level of indebtedness; industry and economic conditions that affect the market and
operating conditions of our customers, suppliers or lenders; availability and cost of raw materials; availability and cost of credit;
interest rate movements; issues related to expansion of our production capacity; issues related to acquisitions, divestitures and joint
ventures; our ability to utilize our net operating loss carryforwards; achievement of expected synergies, cost reductions and/or
productivity improvements; issues involving implementation of new business systems; foreign exchange fluctuations; research and
development activities; difficulties in managing production capacity; and labor disputes.
All forward-looking statements in this prospectus supplement and the accompanying prospectus (including documents
incorporated by reference or deemed incorporated by reference herein or therein) should be considered in the context of the risk and
other factors described above and as detailed from time to time in our SEC filings. Any forward-looking statements speak only as of
the date the statement is made and we undertake no obligation to update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise. It is not possible to identify all of the risks, uncertainties and other factors that may
affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this
prospectus supplement and the accompanying prospectus and the documents incorporated or deemed incorporated by reference herein
and therein may not occur and actual results could differ materially from those anticipated or implied in the forward-looking
statements. Accordingly, users of this prospectus supplement and the accompanying prospectus (including documents incorporated by
reference or deemed incorporated by reference herein or therein) are cautioned not to place undue reliance on the forward-looking
statements.

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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements and other information with the SEC. The SEC allows us to
"incorporate by reference" into this prospectus supplement the information we file with the SEC, which means that we can disclose
important information to you by referring you to those documents. The information incorporated by reference is considered to be part
of this prospectus supplement, and information that we file later with the SEC will automatically update and supersede this
information. SEC rules and regulations also permit us to "furnish" rather than "file" certain reports and information with the SEC.
Any such reports or information which we "furnish" or have "furnished" shall not be deemed to be incorporated by reference into or
otherwise become a part of this prospectus supplement, regardless of when furnished to the SEC.
We incorporate by reference the following documents we have already filed with the SEC (file number 1-33100) and any future
filings that we will make with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act (other than any portion of such
filings that are furnished under applicable SEC rules rather than filed) until the offering of the notes under this prospectus supplement
is complete:

· Annual Report on Form 10-K for the year ended December 31, 2011;

· Quarterly Report on Form 10-Q for the quarter ended March 31, 2012;

· Quarterly Report on Form 10-Q for the quarter ended June 30, 2012;

· Current Report on Form 8-K filed with the SEC on February 23, 2012;

· Current Report on Form 8-K filed with the SEC on April 19, 2012;

· Current Report on Form 8-K filed with the SEC on June 18, 2012; and

· Current Report on Form 8-K filed with the SEC on August 16, 2012.
Our SEC filings are available free of charge through our Internet website at www.owenscorning.com as soon as reasonably
practicable after we electronically file these materials with the SEC. You may access these SEC filings on our website. However, the
information on our website is not a part of this prospectus supplement or the accompanying prospectus or other offering materials.
You may also request a copy of any of these filings at no cost, by writing or telephoning us at:
Owens Corning
One Owens Corning Parkway
Toledo, OH 43659
Attention: Corporate Secretary
Telephone: (419) 248-8000
Our SEC filings are also available at the SEC's website at http://www.sec.gov. You may read and copy any documents that we
file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You can request copies of
these documents by writing to the SEC and paying a fee for the copying cost. Please call the SEC at 1-800-SEC-0330 for more
information on the operation of the Public Reference Room.

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NOTICE TO EEA INVESTORS
This prospectus supplement and the accompanying prospectus are not prospectuses for the purposes of the European Union's
Directive 2003/71/EC (and any amendments thereto, including Directive 2010/73/EU) as implemented in member states of the
European Economic Area (the "Prospectus Directive"). Neither we nor the underwriters have authorized, nor do we or they
authorize, the making of any offer of the notes through any financial intermediary, other than offers made by underwriters which
constitute the final placement of the notes contemplated in this prospectus supplement and the accompanying prospectus.
NOTICE TO UNITED KINGDOM INVESTORS
In addition, in the United Kingdom, this document is being distributed only to, and is directed only at, and any offer subsequently
made may only be directed at persons who are "qualified investors" (as defined in the Prospectus Directive) (i) who have
professional experience in matters relating to investments falling within Article 19 (5) of the Financial Services and Markets Act
2000 (Financial Promotion) Order 2005, as amended (the "Order") and/or (ii) who are high net worth companies (or persons to
whom it may otherwise be lawfully communicated) falling within Article 49(2)(a) to (d) of the Order (all such persons together being
referred to as "relevant persons"). This document must not be acted on or relied on in the United Kingdom by persons who are not
relevant persons. In the United Kingdom, any investment or investment activity to which this document relates is only available to,
and will be engaged in with, relevant persons.

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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights selected information from this prospectus supplement and does not contain all of the
information that you should consider in making your investment decision. You should read this summary together with the
more detailed information appearing elsewhere in this prospectus supplement, as well as the information in the
accompanying prospectus and in the documents incorporated by reference or deemed incorporated by reference into this
prospectus supplement or the accompanying prospectus. You should carefully consider, among other things, the matters
discussed in the sections titled "Risk Factors" in this prospectus supplement and in our Annual Report on Form 10-K for the
year ended December 31, 2011. In addition, certain statements include forward-looking information that involves risks and
uncertainties. See "Cautionary Statement Concerning Forward-Looking Statements" above.
Our Company
Owens Corning is incorporated in Delaware and headquartered in Toledo, Ohio. Owens Corning was founded in 1938.
Since then the Company has continued to grow as a market-leading innovator of glass fiber technology. Owens Corning is a world
leader in composite and building materials systems, delivering a broad range of high-quality products and services. Our products
range from glass fiber used to reinforce composite materials for transportation, electronics, marine, infrastructure, wind-energy
and other high-performance markets to insulation and roofing for residential, commercial and industrial applications.
We operate within two segments: Composites, which includes our Reinforcements and Downstream businesses, and
Building Materials, which includes our Insulation and Roofing businesses.
Our principal executive offices are located at One Owens Corning Parkway, Toledo, Ohio 43659 and our telephone number
is (419) 248-8000.
Tender Offers
Concurrently with this offering, we are conducting offers to purchase an aggregate principal amount of up to $250 million of
our 6.50% senior notes due December 1, 2016 and an aggregate principal amount of up to $100 million of our 9.00% senior notes
due June 15, 2019.
As of September 30, 2012, $650 million aggregate principal amount of our 2016 senior notes and $350 million aggregate
principal amount of our 2019 senior notes were outstanding. The tender offers are not conditioned upon any minimum amount of
notes being tendered, and we may, in our sole discretion, increase the aggregate principal amount of notes of either series that we
are offering to repurchase in the tender offers. The tender offers are conditioned upon the consummation of this offering, as well
as other conditions.
If we purchase the entire $250 million aggregate principal amount of our 2016 senior notes and $100 million aggregate
principal amount of our 2019 senior notes in the tender offers, we anticipate that we will incur a "loss from debt extinguishment"
resulting in a charge of approximately $65 million in the fourth quarter of 2012.

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Recent Developments
Preliminary Third-Quarter Earnings
On October 9, 2012, we announced preliminary third-quarter adjusted earnings before interest and taxes ("EBIT") of $81
million. In the third quarter of 2012, we had $22 million of certain items that were not the result of current operations. Before
adjusting for these items, preliminary third-quarter EBIT is $59 million. In 2011, there were no adjusted items to reported EBIT.
In addition, we lowered our 2012 earnings outlook, reflecting a weaker environment for our Roofing and Composites businesses
and noted that the primary uncertainty through the remainder of the year is attributed to roofing volumes.

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