8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington D.C., 20549

Form 8-K

Current Report

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date Of Report (Date Of Earliest Event Reported): 01/27/2006

Owens Corning

(Exact Name of Registrant as Specified in its Charter)

Commission File Number: 1-3660

DE	34-4323452
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

One Owens Corning Parkway, Toledo, OH 43659

(Address of Principal Executive Offices, Including Zip Code)

419-248-8000

(Registrant’s Telephone Number, Including Area Code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act(17CFR240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act(17CFR240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act(17CFR240.13e-4(c))

Items to be Included in this Report

Item 8.01. Other Events.

As previously reported, on October 5, 2000, Owens Corning and certain of its United States subsidiaries (collectively, the “Debtors”) filed voluntary petitions with the United States Bankruptcy Court for the District of Delaware (the “Court”) seeking relief under Chapter 11 of the United States Bankruptcy Code.

Also as previously reported, on December 31, 2005, the Debtors, together with the Official Committee of Asbestos claimants and the Legal Representative for the class of future asbestos claimants (collectively, the “Proponents”), filed with the Court a Fifth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors And Debtors-In-Possession (the “Fifth Amended Plan”) and a Disclosure Statement with respect to the Fifth Amended Plan (the “Amended Disclosure Statement”).

On January 27, 2006, the Proponents filed with the Court Appendix B to the Amended Disclosure Statement, “Projected Financial Information” (“Appendix B”), and Appendix C to the Amended Disclosure Statement, “Liquidation Analysis” (“Appendix C”). The information contained in Appendix B and Appendix C was prepared in connection with the filing of the Amended Disclosure Statement in December and is preliminary. The Amended Disclosure Statement has not been approved by the Court and is therefore subject to amendment. The information provided in Appendix B and Appendix C is expected to be updated as part of any amendments and revisions to the Amended Disclosure Statement. A copy of Appendix B is being filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. A copy of Appendix C is being filed as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Appendix B to the Disclosure Statement With Respect To Fifth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors and Debtors-In-Possession.
99.2	Appendix C to the Disclosure Statement With Respect To Fifth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors and Debtors-In-Possession.

Signature(s)

Pursuant to the Requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the Undersigned hereunto duly authorized.

	Owens Corning
Date: January 27, 2006	By:	/s/ Stephen K. Krull
		Stephen K. Krull
		Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Appendix B to the Disclosure Statement With Respect To Fifth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors and Debtors-In-Possession.
99.2	Appendix C to the Disclosure Statement With Respect To Fifth Amended Joint Plan Of Reorganization For Owens Corning And Its Affiliated Debtors and Debtors-In-Possession.

EX-99.1

EXHIBIT 99.1

APPENDIX B¹

PROJECTED FINANCIAL INFORMATION ²

Owens Corning, et. al.

The Debtors believe that the Plan meets the Bankruptcy Code’s feasibility requirement that Plan confirmation is not likely to be followed by liquidation, or the need for further financial reorganization of the Debtors or any successor under the Plan. In connection with the development of the Plan, and for the purposes of determining whether the Plan satisfies this feasibility standard, the Debtors analyzed their ability to satisfy their financial obligations while maintaining sufficient liquidity and capital resources. Management, with Lazard’s assistance, developed and refined a business plan and prepared financial projections (the “Projections”) for the calendar years ending December 31, 2006 through 2008 (the “Projection Period”).

The Debtors do not, as a matter of course, publish their business plans and strategies or financial projections, anticipated financial position or results of operations. Accordingly, the Debtors do not anticipate that they will, and disclaim any obligation to, furnish updated business plans or projections to holders of Claims or Interests after the Confirmation Date, or to include such information in documents required to be filed with the SEC or otherwise make such information public.

In connection with the planning and development of the Plan, the Projections were prepared by the Debtors, with Lazard’s assistance, to reflect the anticipated impact of the Plan. The Projections assume that the Plan will be implemented in accordance with its stated terms. The Projections are based on forecasts of key economic variables and may be significantly affected by changes in the competitive environment, the Company’s ability to create the efficiency gains it is forecasting, and a variety of other factors. Accordingly, the estimates and assumptions underlying the Projections are inherently uncertain and are subject to significant business, economic and competitive uncertainties. Therefore, such Projections, estimates and assumptions may not necessarily be indicative of future performance, which may be significantly less favorable or more favorable than as set forth. The Projections included herein were prepared in December 2005.

The projections should be read in conjunction with the significant assumptions, qualifications and notes set forth below and with the audited consolidated financial statements for the fiscal year ended December 31, 2004, contained in the 2004 Form 10-K, and with Owens Corning’s third quarter 2005 Form 10-Q. The Forms 10-K and 10-Q are available free of charge from Owens Corning’s website, www.owenscorning.com.

ALTHOUGH EVERY REASONABLE EFFORT WAS MADE TO BE ACCURATE, THE PROJECTIONS ARE ONLY AN ESTIMATE, AND ACTUAL RESULTS MAY VARY CONSIDERABLY FROM THE PROJECTIONS. IN ADDITION, THE UNCERTAINTIES WHICH ARE INHERENT IN THE PROJECTIONS INCREASE FOR LATER YEARS IN THE

¹ The information set forth in this Appendix “B” is preliminary and subject to further modification and supplementation. It is anticipated that the Plan and Disclosure Statement may be further modified or supplemented as may be appropriate to conform to certain financial information contained herein to the extent such information may be more current than that set forth in the Plan and Disclosure Statement filed on December 31, 2005.

² Any capitalized term used but not defined in this Appendix “B” will have the meaning ascribed to such term in the Plan.

PROJECTION PERIOD, DUE TO INCREASED DIFFICULTY ASSOCIATED WITH FORECASTING LEVELS OF ECONOMIC ACTIVITY AND PERFORMANCE AT MORE DISTANT POINTS IN THE FUTURE. CONSEQUENTLY, THE PROJECTED INFORMATION INCLUDED HEREIN SHOULD NOT BE REGARDED AS A REPRESENTATION BY THE DEBTORS, THE DEBTORS’ ADVISORS, OR ANY OTHER PERSON THAT THE DEBTORS WILL ACHIEVE THE PROJECTED RESULTS. ALTHOUGH EVERY EFFORT WAS MADE TO PREPARE THE PROJECTIONS IN COMPLIANCE WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES, THE PROJECTIONS HAVE NOT BEEN AUDITED OR REVIEWED BY THE DEBTORS’ INDEPENDENT CERTIFIED ACCOUNTANTS. CREDITORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THE FOLLOWING PROJECTIONS IN DETERMINING WHETHER TO VOTE TO ACCEPT OR REJECT THE PLAN.

For purposes of the Disclosure Statement, the Financial Projections have been prepared on the assumption that the Effective Date of the Plan will be December 31, 2005. Although the Debtors presently intend to seek to cause the Effective Date to occur as soon as practicable, there can be no assurance that the Effective Date will actually occur near this date. The balance sheet adjustments in the column captioned “Reorganization Adjustments” reflect the assumed effect of Confirmation and the consummation of the transactions contemplated by the Plan, including the settlement of various liabilities and incurrence of new indebtedness.

The Financial Projections are based on, and assume the successful implementation of the Reorganized Debtors’ business plan.

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I. Pro Forma Reorganized Balance Sheet (Unaudited) ^(a)

(As of December 31, 2005)

Owens Corning and Subsidiaries

($ in millions)	Estimated Pre-Reorg. Balance Sheet			Reorganization Adjustments										Pro-Forma Reorg. Balance Sheet
				Reorg. Adj.					“Fresh Start” Adj.
Assets:
Cash and cash equivalents	$	1,509		$	(1,100	)	(b	)	$	—				$	409
Accounts receivable, net		635			—					—					635
Inventories		473			—					203		(l	)		676
Other current assets		30			—					—					30
Total current assets		2,647			(1,100	)				203					1,750
Property, plant & equipment, net		2,018			—					650		(m	)		2,668
Goodwill		214			—					(214	)	(n	)		—
Intangibles		11			—					100		(n	)		111
Excess reorganization value		—			—					1,420		(n	)		1,420
Fibreboard trust and restricted cash		1,428			(1,428	)	(c	)		—					—
OC restricted cash		189			(189	)	(d	)		—					—
Asbestos tax asset		844			—					(844	)	(o	)		—
Deferred tax assets		247			—					693		(o	)		940
Pension related assets		455			—					(455	)	(p	)		—
Other non-current assets		248			—					—					248
Total assets	$	8,301		$	(2,717	)			$	1,553				$	7,137
Liabilities and Shareholders’ Equity
Accounts payable	$	499		$	—				$	—				$	499
Accrued liabilities		489			—					—					489
New debt - current portion		—			10		(e	)		—					10
Non-debtor debt - current portion		32			—		(f	)		—					32
Chapter 11 liabilities		25			(25	)	(g	)		—					—
Accrued post-petition interest expense/fees		735			(735	)	(h	)		—					—
Total current liabilities		1,780			(750	)				—					1,030
New debt		—			1,851		(e	)		—					1,851
Non-debtor debt		38			—		(f	)		—					38
Liabilities subject to compromise		13,505			(13,505	)	(i	)		—					—
Total long term debt		13,543			(11,654	)				—					1,889
Pension plan liabilities		730			—					(430	)	(p	)		300
Other employee benefit liabilities		414			—					36		(q	)		450
Other non-current liabilities		196			—					—					196
Total liabilities		16,663			(12,404	)				(394	)				3,865
Minority interest		48			—					—					48
Monthly income preferred securities (MIPS)		200			(200	)	(j	)		—					—
Shareholders’ equity		(8,610	)		9,887		(k	)		1,947		(k	)		3,224
Total Liab. and Shareholders’ Equity	$	8,301		$	(2,717	)			$	1,553				$	7,137

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Notes To Pro Forma Reorganized Balance Sheet

Fresh Start Accounting

The American Institute of Certified Public Accountants (“AICPA”) has issued Statement of Position 90-7, “Financial Reporting by Entities in Reorganization Under the Bankruptcy Code” (“SOP 90-7”). The Financial Projections have been prepared in accordance with the fresh-start reporting principles set forth in the SOP 90-7, giving effect thereto as of December 31, 2005, subject to significant simplifying assumptions.

The Pro Forma Reorganized Balance Sheet (“Reorganized Balance Sheet”) is based on an Estimated Pre-Reorganization Balance Sheet, as modified by estimated “Recapitalization Adjustments” and “Fresh-Start Adjustments.” The Pre-Reorganization Balance Sheet provides estimates of assets and liabilities just prior to confirmation, including liabilities subject to compromise recorded in accordance with the SOP 90-7. The Recapitalization Adjustments reflect the implementation of the Plan including the discharge of administrative claims and of estimated claims allowed by the Court upon confirmation. The Fresh-Start Adjustments further adjust the Pre-Reorganization Balance Sheet of the emerging entity to:

1. Reflect the reorganization value of the assets;

2. Allocate the reorganization value among the assets; and

3. Reflect each liability at the plan confirmation date at its fair value.

Reorganization value approximates the fair value of the entity before considering liabilities and approximates the amount a willing buyer would pay for the assets immediately after restructuring. Determination of the reorganization value requires a detailed valuation of all of the Reorganized Debtors’ identifiable assets as of the Effective Date, including working capital assets, fixed assets and identifiable intangible assets such as third-party contracts. Allocation of the reorganization value among assets involves revaluing each of these assets at its fair value. Each liability of the emerging entity is reflected at its fair value.

The foregoing assumptions and resulting computations were made solely for purposes of preparing the Financial Projections. The Reorganized Debtors will be required to determine their actual reorganization value as of the Effective Date. The actual reorganization and fresh start adjustments will depend on the balance sheet as of the actual Effective Date and a final determination of the fair value appraisals. Such fair value appraisals could be materially higher or lower than the values assumed in the foregoing computations. In all events, the determination of reorganization value and the fair value of Reorganized Debtors’ assets and the determination of their actual liabilities, will be made as of the Effective Date, and the changes between the amounts of any or all of the foregoing items as assumed in the Financial Projections and the actual amounts thereof as of the Effective Date may be material.

Notes

(a) The pro forma balance sheet adjustments contained herein account for (i) the reorganization and related transactions pursuant to the Plan of Reorganization, and (ii) the implementation of “fresh start” accounting pursuant to Statement of Position 90-7 as issued by the AICPA. The fresh start adjustments are based on an estimated Reorganized Owens Corning equity value of $3.269 billion (before adjusting for restricted shares which may be issued to employees upon emergence pursuant to the employee incentive plan with a value of approximately $45 million) as more fully described in the Disclosure Statement (see Section XIV.E – Valuation of the Reorganized Debtors). Under SOP 90-7, reorganization value is generally allocated first to tangible assets, then to identifiable intangible assets, and lastly to excess reorganization value. Please note that although management has followed the principles of fresh start accounting, the actual adjustments will be determined at a later date and may be materially different from those presented herein upon completion of the required asset appraisals.

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(b) The Company’s cash and cash equivalents reflect the use of $1.100 billion to implement the Plan of Reorganization. The balance of $409 million at the Effective Date will be used to fund working capital requirements and the 2006 pension fund contribution, among other uses.

(c) The Fibreboard Insurance Settlement Trust with an estimated balance of $1.301 billion and Fibreboard Restricted Cash totaling $127 million will be transferred to the Asbestos Personal Injury Trust or otherwise distributed pursuant to the Plan.

(d) The OCD Restricted Cash and the OCD Insurance Escrow will be transferred to the Asbestos Personal Injury Trust or otherwise distributed pursuant to the Plan.

(e) Approximately $1.861 billion of new debt will be issued pursuant to the Plan. It is anticipated that new debt will include $1.800 billion of Senior Notes (in one or more series – to be determined) and $61 million of Tax Notes issued to the IRS in satisfaction of the Allowed Priority Tax Claim. In addition, it is anticipated that the Debtors will obtain an Exit Facility as of the Effective Date (no amounts are projected to be outstanding at emergence or at year-end during the projection period other than letters of credit).

(f) Debt of non-filing subsidiaries includes debt owed primarily by foreign Non-Debtor Subsidiaries including consolidated joint ventures.

(g) Reflects payment of Chapter 11 related accrued expenses pursuant to the Plan consisting primarily of accrued professional fees.

(h) Reflects accrued expenses for post-petition interest and fees related to the Pre-Petition Credit Facility for the period from the Petition Date through December 31, 2005 in the amount of $735 million.

(i) The Debtors’ liabilities subject to compromise, including asbestos related liabilities, will be eliminated at emergence pursuant to the Plan’s discharge, channeling injunction, and other injunction provisions. The liabilities subject to compromise include the following: $7.000 billion Owens Corning asbestos reserve, $3.216 Fibreboard asbestos reserve, $1.525 billion of bond and other debt obligations, $1.467 billion related to the Pre-Petition Credit Facility, and $297 million of trade and other obligations.

(j) The Debtors’ Monthly Income Preferred Securities (MIPS) will be discharged at emergence pursuant to the Plan.

(k) The increase in shareholders’ equity reflects the gain from the cancellation of indebtedness pursuant to the Plan. New Common Stock of Reorganized Owens Corning will be issued with an estimated value of $3.269 billion, prior to reduction for restricted shares which may be issued to employees upon emergence pursuant to the employee incentive plan with a value of approximately $45 million. A Deferred Stock Compensation contra-account will reduce Shareholders’ Equity to $3.224 billion. To the extent that additional restricted stock is issued pursuant to the management incentive plan, it would be treated in a similar manner. The existing Owens Corning Common Stock will be cancelled pursuant to the Plan.

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(l) In adjusting the balance sheet accounts to fair market value in accordance with SOP 90-7, the Company’s preliminary estimate indicates that Inventories should be increased by approximately $203 million to approximate fair market value.

(m) In adjusting the balance sheet accounts to fair market value in accordance with SOP 90-7, the Company’s preliminary estimate indicates that PP&E should be increased by $650 million to approximate fair market value. The Company estimates that this adjustment will result in a $25 million annual increase in depreciation expense. The actual fresh start adjustment to PP&E will be determined at a later date following the completion of asset appraisals.

(n) In accordance with SOP 90-7, existing goodwill is eliminated and excess reorganization value is recorded for amounts in excess of value allocable to identifiable assets. In adjusting the balance sheet accounts to fair market value in accordance with SOP 90-7, the Company’s preliminary estimate indicates that Intangibles should be increased by $100 million to approximate fair market value. The Company estimates that this adjustment will result in a $5 million annual increase in amortization expense. The actual fresh start adjustment to Intangibles will be determined at a later date following the completion of appraisals.

(o) As described more fully in Section XIII entitled “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN,” it is expected that Reorganized OC will receive tax deductions for cash and the value of stock distributed to the Asbestos Personal Injury Trust upon such distribution. With respect to any debt securities that may be distributed to the Asbestos Personal Injury Trust, tax deductions are taken as any such debt securities are repaid. These tax deductions may result in tax net operating loss carryovers (“NOLs”). The NOL carryovers may be reduced by the amount of debt cancellation (excluding asbestos liabilities) including certain other pre-petition liabilities cancelled in the reorganization. Based upon numerous assumptions, the Debtors estimate that Reorganized OC will have deferred tax assets of approximately $940 million at emergence.

(p) A $430 million adjustment is required to record pension liabilities at fair value and a related $455 million adjustment is required to eliminate pension related assets, in accordance with SOP 90-7 (subject to revision following actuarial valuation).

(q) A $36 million adjustment is required to record post-retirement benefits liability at fair value, in accordance with SOP 90-7 (subject to revision following actuarial valuation).

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II. Projected Statements of Operations (Unaudited)

Owens Corning and Subsidiaries

($ in millions)	Projected Fiscal Year Ended December 31,
	2006			2007			2008
Net sales	$	6,600		$	7,000		$	7,400
Cost of sales		5,346			5,657			5,968
Gross profit		1,254			1,343			1,432
Marketing and administrative expenses		570			606			640
Science and technology expenses		64			68			72
Other expenses		20			20			19
Total operating expenses		654			693			732
Income from operations before fresh start adj.	$	600		$	650		$	700
Expenses related to fresh start adjustments		105			45			45
Income from operations	$	495		$	605		$	655
Interest expense, net		124			116			107
Income before income tax expense	$	371		$	489		$	548
Income tax expense		149			196			219
Income after taxes	$	223		$	293		$	329
Minority interest and equity in net earnings of affiliates		(7	)		(7	)		(7	)
Net income	$	230		$	300		$	336
Memo:
Income from operations	$	495		$	605		$	655
Plus: Expenses related to fresh start adj. (non-cash)		105			45			45
Adjusted income from operations	$	600		$	650		$	700
Plus: Depreciation and amortization		265			275			285
Adjusted EBITDA	$	865		$	925		$	985

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III. Projected Balance Sheets (Unaudited)

Owens Corning and Subsidiaries

	Projected Fiscal Year Ended December 31,
($ in millions)	2006		2007		2008
Assets
Cash and cash equivalents	$	685	$	900	$	1,302
Accounts receivable, net		671		712		743
Inventories		582		618		648
Other current assets		30		30		30
Total current assets	$	1,968	$	2,261	$	2,723
Property, plant & equipment, net		2,728		2,778		2,818
Intangibles		106		101		96
Excess reorganization value		1,420		1,420		1,420
Deferred tax assets		892		845		798
Pension related assets		—		—		—
Other non-current assets		262		278		294
Total assets	$	7,375	$	7,682	$	8,148
Liabilities and Shareholders’ Equity
Accounts payable	$	461	$	484	$	501
Accrued liabilities		516		548		579
New debt - current portion		10		10		10
Non-debtor debt - current portion		10		10		10
Total current liabilities		998		1,052		1,099
New debt		1,841		1,831		1,821
Non-debtor debt		28		18		8
Total long term debt		1,869		1,849		1,829
Pension plan liabilities		325		260		325
Other employee benefit liabilities		460		470		480
Other non-current liabilities		207		220		232
Total liabilities		3,858		3,850		3,965
Minority interest		48		48		48
Shareholders’ equity		3,469		3,784		4,135
Total liab. and shareholders’ equity	$	7,375	$	7,682	$	8,148

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IV. Projected Statements of Cash Flow (Unaudited)

Owens Corning and Subsidiaries

	Projected Fiscal Year Ended December 31,
($ in millions)	2006			2007			2008
Cash Flows From Operations:
Net Income (loss)	$	230		$	300		$	336
Depreciation and amortization		265			275			285
Fresh start adjustments		105			45			45
Deferred income taxes		48			47			47
(Increase) decrease in receivables		(36	)		(41	)		(31	)
(Increase) decrease in inventories		35			(37	)		(29	)
(Increase) decrease in other assets		(14	)		(16	)		(16	)
Increase (decrease) in accounts payable		(38	)		23			17
Increase (decrease) in accrued liabilities		27			31			31
Increase (decrease) in pension liabilities		25			(65	)		65
Increase (decrease) in other employee benefits		10			10			10
Increase (decrease) in liabilities		11			13			13
Net cash flows from operations	$	668		$	586		$	772
Cash flows from investing:
Capital expenditures	$	(350	)	$	(350	)	$	(350	)
Net cash flows from investing	$	(350	)	$	(350	)	$	(350	)
Cash flows from financing:
New debt	$	(10	)	$	(10	)	$	(10	)
Non-debtor debt		(32	)		(10	)		(10	)
Net cash flows from financing	$	(42	)	$	(20	)	$	(20	)
Net increase (decrease) in cash and equivalents	$	276		$	215		$	402
Beginning cash and cash equivalents	$	409		$	685		$	900
Net increase (decrease) in cash		276			215			402
Ending cash and cash equivalents	$	685		$	900		$	1,302

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Principal Assumptions For The Financial Projections

Projections

The Debtors, with Lazard’s assistance, prepared the attached projected consolidated financial results, the Projections, for the three years ending December 31, 2006, December 31, 2007 and December 31, 2008. The Projections are based on a number of assumptions made by management with respect to the future performance of the Company’s various lines of business. The Projections should be reviewed in conjunction with these assumptions, including the qualifications and footnotes set forth herein. While management has prepared the Projections in good faith and believes the assumptions to be reasonable, it is important to note that the Debtors can provide no assurance that such assumptions will be realized. As outlined in Section XV, a variety of risk factors could affect the Company’s financial results and must be considered.

The following summarizes the underlying assumptions behind the Projections.

Key Assumptions

A. General

1. Methodology. The Financial Projections for 2006 were prepared using a “bottoms-up” approach, while the Financial Projections for 2007 and 2008 were prepared using a “top-down” approach. Management prepared operating forecasts for each of the Company’s reportable business segments: Building Materials Systems (Insulating Systems, Roofing & Asphalt, Siding Solutions, and Cultured Stone) and Composite Solutions.

2. Macroeconomic and Industry Environment. The Financial Projections were prepared under the assumption that the macroeconomic environment during the projection period will be stable and similar to that experienced in 2005. It is important to note that a number of the Debtors’ business segments are “cyclical” and are subject to significant price and volume erosion as a result of weakening economic fundamentals.

B. Projected Statements of Operations

1. Net Sales. Consolidated net sales are projected to increase by 5.6%, 6.1% and 5.7% to $6.6 billion, $7.0 billion and $7.4 billion in 2006, 2007 and 2008, respectively.

2. Gross Margin. Gross margin is projected to improve from 18.7% in 2005 to 19.0% in 2006 and remain relatively stable throughout the Projections period.

3. Depreciation Expense. Depreciation is projected based on estimates of useful life of the plant and equipment. Depreciation expense is projected to be $265 million, $275 million and $285 million in 2006, 2007 and 2008, respectively. In adjusting the balance sheet accounts to fair market value in accordance with SOP 90-7, the Debtors’ preliminary analysis indicates that property, plant and equipment should be increased by $650 million. Accordingly, depreciation expense has been increased by $25 million in each year to account for this adjustment (this amount is included in Expenses Related to Fresh Start Adjustments).

4. Marketing and Administrative Expenses. Marketing and Administrative expenses are projected to decline from 9.0% of Net Sales in 2005 to 8.7% in 2006 and remain relatively constant thereafter. This improvement reflects the Debtors’ continued cost-cutting initiatives and efficiency improvements.

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5. Science and Technology Expenses. Science and Technology expenses are projected to remain relatively constant at approximately 1.0% of Net Sales.

6. Expenses Related to Fresh Start Adjustments. Reflects adjustments resulting from implementation of SOP 90-7. Adjustment includes (i) $25 million increase in depreciation expense due to write-up of property and equipment (non-cash expense), (ii) $15 million expense related to deferred stock compensation expense (non-cash expense), and (iii) $5 million increase in amortization expense due to write-up of intangibles (non-cash expense). In addition, in fiscal 2006, approximately $60 million related to the write-up of inventories is included as an expense related to fresh start adjustments.

7. Interest Expense, net. Reflects interest expense on (i) the Debtors’ New Debt assuming a blended rate of 7.25% per annum, and (ii) on the existing indebtedness of non-debtor subsidiaries and joint ventures at a blended rate of 10.3% per annum. Cost of borrowed funds is shown net of interest income assuming a rate of 2.5% per annum.

8. Income Tax Expense. Income tax expense assumes a 40% effective rate and includes a statutory federal income tax rate of 35% and an additional 5% due primarily to foreign and state income taxes.

C. Projected Balance Sheet Statement

1. Cash and Cash Equivalents. For purposes of these projections, increases in cash are not used to prepay Reorganized Owens Corning’s indebtedness.

2. Property, Plant and Equipment. Additions to property, plant and equipment are projected to be $350 million per annum in 2006, 2007 and 2008.

3. Deferred Income Taxes. As described more fully in Section XIII of the Disclosure Statement, entitled “CERTAIN UNITED STATES FEDERAL INCOME TAX CONSEQUENCES OF THE PLAN,” it is expected that Reorganized OC will receive tax deductions for cash and the value of stock distributed to the Asbestos Personal Injury Trust upon such distribution. With respect to any debt securities that may be distributed to the Asbestos Personal Injury Trust, tax deductions are taken as any such debt securities are repaid. These tax deductions may result in tax net operating loss carryovers (“NOLs”). The NOL carryovers may be reduced by the amount of debt cancellation (excluding asbestos liabilities) including certain other pre-petition liabilities cancelled in the reorganization. Based upon numerous assumptions (including the ultimate asbestos related claims, the ultimate recovery of unsecured creditors, the form of consideration received by the Asbestos Personal Injury Trust, etc.), the Debtors estimate that Reorganized OC will have Federal NOL carryovers of approximately $2.200 billion available following the year after emergence (after reduction for cancellation of indebtedness). For purposes of these financial projections, the Debtors have assumed that Reorganized OC’s NOLs will be subject to the limitations imposed by Section 382 (l)(6) of the Internal Revenue Code (see Section XIII). Accordingly, the Debtors have assumed that $142 million of NOLs are available annually through expiration to reduce taxable income, based on an assumed long-term tax-exempt rate of 4.4% multiplied by the post-emergence equity value of $3.224 billion (after adjusting for restricted shares which may be issued to employees upon emergence pursuant to the employee incentive plan with a value of approximately $45 million)

4. Long Term Debt. It is anticipated that approximately $1.800 billion of new debt will be issued pursuant to the Plan. It is anticipated that new debt will include Senior Notes (in one or more series – to be determined). In addition, $61 million of New Tax Notes will be issued pursuant to the Plan. The New Tax Notes will be repaid in annual installments over a six-year period.

11

5. Pension Plan Liabilities. Pension plan liabilities are projected to increase from $300 million in 2005 to $325 million in 2006, to decrease to $265 million in 2007, and to increase to $325 million in 2008. The change in pension plan liabilities is related to the Company’s expected pension plan contributions of $55 million in 2006, $155 million in 2007 and $15 million in 2008. Offsetting these contributions are projected annual pension expenses of approximately $80 million per year.

6. Other Employee Benefit Liabilities. Other employee benefit liabilities is projected to increase by approximately $10 million per year.

12

EX-99.2

EXHIBIT 99.2

APPENDIX C¹

LIQUIDATION ANALYSIS

Pursuant to section 1129(a)(7) of the Bankruptcy Code (often called the “Best Interests Test”), each holder of an impaired Claim or equity Interest must either (a) accept the Plan or (b) receive or retain under the Plan property of a value, as of the Plan’s Effective Date, that is not less than the value such non-accepting holder would receive or retain if the Debtors were to be liquidated under Chapter 7 of the Bankruptcy Code on the Effective Date. In determining whether the Best Interests Test has been met, the first step is to determine the dollar amount that would be generated from a hypothetical liquidation of the Debtors’ assets in Chapter 7. The gross amount of cash available would be the sum of the proceeds from the disposition of the Debtors’ assets and the cash held by the Debtors at the commencement of their Chapter 7 cases. Such amount then would be reduced by the costs and expenses of the liquidation. Prior to determining whether the Best Interests Test has been met, available cash and asset liquidation proceeds would first be applied to secured claims and amounts necessary to satisfy Administrative, Tax, and Priority Claims that are senior to General Unsecured Claims, including any incremental Administrative Claims that may result from the termination of the Debtors’ business and the liquidation of their assets. Any remaining cash would be available for distribution to general unsecured creditors and shareholders in accordance with the distribution hierarchy established by section 726 of the Bankruptcy Code.

The Liquidation Analysis below reflects the estimated cash proceeds, net of liquidation-related costs that would be available to the Debtors’ creditors if they were to be liquidated in Chapter 7 cases. Underlying the Liquidation Analysis are a number of estimates and assumptions regarding liquidation proceeds that, although developed and considered reasonable by management, Lazard and the Debtors’ legal advisors, are inherently subject to significant business, economic and competitive uncertainties and contingencies beyond the control of the Company and its management. ACCORDINGLY, THERE CAN BE NO ASSURANCE THAT THE VALUES REFLECTED IN THE LIQUIDATION ANALYSIS WOULD BE REALIZED IF THE DEBTORS (TOGETHER WITH THE NON-DEBTOR SUBSIDIARIES) WERE, IN FACT, TO UNDERGO SUCH A LIQUIDATION, AND ACTUAL RESULTS COULD VARY MATERIALLY FROM THOSE SHOWN HERE.

The following Liquidation Analysis should be read in conjunction with the accompanying notes.

¹ The information set forth in this Appendix “C” is preliminary and subject to further modification and supplementation. It is anticipated that the Plan and Disclosure Statement may be further modified or supplemented as may be appropriate to conform to certain financial information contained herein to the extent such information may be more current than that set forth in the Plan and Disclosure Statement filed on December 31, 2005.

IMPORTANT CONSIDERATIONS AND ASSUMPTIONS

1. Treatment of Each of the Debtors. The Liquidation Analysis has been prepared on a Debtor-by-Debtor basis consistent with the deconsolidated structure of the Plan. Accordingly, claims have been identified and allocated, by class, to each of the Debtors and the analysis assumes that that liquidation proceeds would be distributed in accordance with Bankruptcy Code sections 726 and 1129(b).

The following Debtors are not included in this analysis as they are believed to have de minimus claims and assets: Engineered Yarns America, Inc., Falcon Foam Corp., Integrex Ventures LLC, Integrex Professional Services LLC, Integrex Supply Chain Solutions LLC, Integrex Testing Systems LLC, Homexperts LLC, Jefferson Holdings, Inc., and Owens Corning Overseas Holdings, Inc.

The Liquidation Analysis has been prepared assuming that, as described in greater detail in the Plan, certain Non-Debtor Subsidiaries (IPM Inc., Vytec Corp., and Owens-Corning Fiberglas Sweden, Inc.) may file for relief under Chapter 11 of the Bankruptcy Code, and that their cases would also be converted to Chapter 7.

In addition, certain foreign Non-Debtor Subsidiaries which are wholly owned subsidiaries of Owens Corning Delaware have been aggregated in a separate analysis titled as “All Other OCD Non-Debtors”, with the residual equity value of such subsidiaries included in the liquidation value of Owens Corning Delaware. Similarly, certain foreign Non-Debtor Subsidiaries (including Owens-Corning Sweden, Inc.) which are wholly owned subsidiaries of IPM Inc. have been aggregated in a separate analysis titled as “All Other IPM Non-Debtors” and the residual equity value of these subsidiaries included in the liquidation value of IPM.

2. Liquidation of the Debtors. This liquidation analysis assumes it would not be possible to sell Owens Corning Delaware as a going concern in a Chapter 7 case, precipitating the shutdown of both Debtor and Non-Debtor Subsidiaries. Consistent with previous disclosure statement proceedings before this Court, this liquidation analysis also assumes no rational purchaser would be willing to assume the risk of billions of dollars in potential tort liability based on mere legal arguments or even court decisions on such issues, especially when the purchaser could not predict in which jurisdiction successor liability claims would be brought. The Plan Proponents and Lazard have therefore assumed that a Chapter 7 trustee would be forced to sell assets in a traditional “bricks and mortar” liquidation with the loss of most if not all “going-concern” value attributable to the Debtors’ assets.

The Liquidation Analysis was prepared by Lazard with the assistance of management and the Debtors’ other advisors, and assumes that the Debtors’ cases would convert to Chapter 7 as of December 31, 2005. The analysis assumes that the Debtors would begin to wind-down daily operations immediately and that all manufacturing operations would be closed and secured within sixty days. During this period, the Debtors would notify employees of their pending termination under the WARN Act. During the sixty-day period, all employees would be expected to assist with the wind-down and securing of the facilities. All hourly employees would be terminated after the sixty-day period. Approximately 85% of corporate employees would be terminated after the sixty-day period and the remaining employees would assist with

-2-

the wind-down of the operations including the collection of receivables and the sale of inventory. Approximately 15% of the corporate employees would remain until the end of the fourth month, and 5% of the employees would remain until the end of the twelve months.

The Liquidation Analysis assumes that the liquidation of the Debtors would commence under the direction of a Court-appointed Chapter 7 trustee and continue for 24 months, during which time all of the Company’s major assets would be sold and the cash proceeds, net of liquidation-related costs, would be distributed to creditors. The Debtors have assumed that the collection of receivables, sale of assets, and wind-down of operations would be substantially concluded within a twelve-month period. The Debtors have also assumed that the Chapter 7 trustee would need an additional twelve months to complete the liquidation process, resolve litigation and determine a mechanism for distributing liquidation proceeds to thousands of asbestos plaintiffs and other creditors. There can be no assurances that all assets would be completely liquidated during this time period.

The liquidation analysis was prepared based upon a review of the Debtors’ assets and estimates of hypothetical liquidation values were determined primarily by assessing classes of assets. For the preparation of this analysis, the Debtors did not retain third party experts to value individual assets. The Liquidation Analysis assumes that there are no proceeds from the recoveries of any potential preferences, fraudulent conveyances, or other causes of action.

3. Treatment of the Non-Debtor Subsidiaries. As noted above, the Liquidation Analysis assumes that the conversion to Chapter 7 by the Debtors would result in the insolvency of the Non-Debtor Subsidiaries and a cessation of operations. Accordingly, the Liquidation Analysis also assumes the orderly liquidation of the Non-Debtor Subsidiaries. This assumption is premised on several factors including the following:

• Owens Corning’s operations are organized based on a centralized management structure. As a result, the Non-Debtor Subsidiaries have minimal management structure and rely upon Owens Corning’s corporate staff to perform much of their administrative and accounting functions.

• Production is optimized based upon a global sourcing matrix. As a result, each of the Non-Debtor Subsidiaries, both individually and collectively, represents only a portion of the global portfolio of products sold by Owens Corning.

• Generally, customer relationships are handled on a global basis by the Debtors’ employees from its Toledo headquarters and not by the Non-Debtor Subsidiaries. The liquidation of the Debtors would likely result in a significant erosion in the level of orders placed by customers on a global basis, thereby significantly eroding the financial performance of the Non-Debtor Subsidiaries.

• The withdrawal of financial and managerial support provided by the Debtors would likely lead to an unwillingness by local vendors to extend payment terms to the Non-Debtor Subsidiaries, thereby leading to liquidity issues.

-3-

• The Directors of many of the individual Non-Debtor Subsidiaries would be required to place their legal entities into administrative proceedings unless alternative local financing sources were procured. It is likely that the cash management program currently in place among the Non-Debtor Subsidiaries would be discontinued in the event of the liquidation of the Debtors.

For purposes of this analysis, it was assumed that inter-company liabilities owed by the foreign Non-Debtor entities to the Debtors would be treated by European and Asian Administrators as subordinate to third party liabilities. Accordingly, the estimated recovery to the Debtors from the orderly liquidation of the Non-Debtor Subsidiaries assumes that the Debtors’ inter-company claims are subordinated to those of third party creditors of the Non-Debtor Subsidiaries. The residual value of Non-Debtor entities which are wholly owned by Owens Corning Delaware and IPM Inc. are reflected in the analysis.

4. Allocation of Bank Claims and Recoveries by Debtor

As discussed in the Plan, the following Debtors are guarantors of the pre-petition Bank Credit Facility: Exterior Systems Inc., Fibreboard Corp., Integrex Inc., IPM Inc., Owens Corning Delaware, OC Fiberglass Technology, Soltech, and Vytec Corp. For purposes of the liquidation analysis, a bank claim in the amount of $1.544 billion has been reflected for each of the guarantors. In addition, with respect to IPM Inc. and Vytec, the claim amount has been increased to $2.282 billion to account for post-filing interest and fees.

The recoveries to holders of bank claims would be as follows:

Borrower/Guarantor	Claim ($)	% Recovery		Value ($)
Owens Corning Delaware	1,544.3	5.0	%	76.6
Owens Corning Fiberglass Tech	1,544.3	42.2	%	651.5
Integrex	1,544.3	13.7	%	212.0
Soltech	1,544.3	1.5	%	23.2
Vytec	2,282.0	0.0	%	0.0
Fibreboard	1,544.3	1.0	%	15.1
Exterior Systems	1,544.3	15.3	%	236.4
IPM	2,282.0	14.8	%	337.5
Total	1,544.3	100.5	%	1,552.3

5. Execution Risk of a Liquidation. A liquidation of Owens Corning would be unprecedented in scale and scope. The assets of the Debtors and Non-Debtor Subsidiaries include billions of dollars worth of manufacturing assets which utilize proprietary technology and are strategically placed worldwide to create an integrated product sourcing matrix. The assets are located throughout the world, cross many national borders, and would be subject to the laws of numerous states within the United States and numerous foreign jurisdictions. Given the complexity of such an undertaking, the Debtors believe significant execution risk exists if a liquidation were actually pursued. The Debtors are not aware of any successful liquidation of similar magnitude or complexity.

-4-

Net Liquidation Proceeds and Recoveries by Debtor

Hypothetical Liquidation Analysis Owens Corning Delware

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	917.2	100.0	%	100.0	%	$	917.2		$	917.2
Accounts Receivable, Net (c)		415.8	65.0	%	75.0	%		270.3			311.9
Inventory (d)		367.1	40.0	%	50.0	%		146.8			183.5
Net Property, Plant & Equipment: Land (e)		34.7	100.0	%	100.0	%		34.7			34.7
Net Property, Plant & Equipment: Alloy Metals (e)		207.0	302.9	%	302.9	%		627.0			627.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		1,030.1	10.0	%	20.0	%		103.0			206.0
Restricted Cash (f)		189.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		602.1	24.2	%	24.2	%		145.9			145.9
Total	$	3,763.1					$	2,244.9		$	2,426.2
Payroll/Overhead Related to Wind-down Costs (h)							$	(165.8	)	$	(165.8	)
Professional Fees (h)								(15.0	)		(15.0	)
Trustee/Administrator Fees (h)			3.0	%	3.0	%		(67.3	)		(72.8	)
Total Costs Associated with Liquidation								(248.2	)		(253.6	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	1,996.7		$	2,172.6
Mid-Point Estimate								$2,084.7

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(956.6	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						170.9
Residual Equity Value of Owned Subsidiaries (i)						51.6
Net Estimated Proceeds Available for Distribution to Stakeholders					$	1,350.6
Secured Claims (j)		12.9	100.0	%		12.9
Administrative/Priority Claims (k)		765.0	100.0	%		765.0
Net Estimated Proceeds Available to Unsecured Claimants					$	572.7
Bank Claims		1,544.3	5.0	%		76.6
Bond Claims		1,389.2	5.0	%		68.9
General Unsecured Claims		212.3	5.0	%		10.5
Total Senior Unsecured Claims (l)	$	3,145.8	5.0	%	$	156.0
General Unsecured Claims		826.8	4.6	%		37.7
Asbestos Claims		6,811.0	4.6	%		310.4
Inter-Company Claims		1,504.0	4.6	%		68.6
Subordinated Unsecured Claims		276.6	0.0	%		0.0
Total Junior Unsecured Claims (l)	$	9,418.4	4.4	%	$	416.7
Residual Value						(0.0	)

-5-

Hypothetical Liquidation Analysis: Owens Corning Fiberglass Tech

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	0.0	100.0	%	100.0	%	$	0.0		$	0.0
Accounts Receivable, Net (c)		0.0	65.0	%	75.0	%		0.0			0.0
Inventory (d)		0.0	40.0	%	50.0	%		0.0			0.0
Net Property, Plant & Equipment: Land (e)		0.0	100.0	%	100.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	302.9	%	302.9	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.2	10.0	%	20.0	%		0.0			0.0
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		25.0			50.0
Total	$	0.2					$	25.0		$	50.1
Trustee/Administrator Fees (h)			3.0	%	3.0	%	($	0.8	)	($	1.5	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	24.3		$	48.6
Mid-Point Estimate								$36.4

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						795.1
Net Recovery on Pre-Petition Inter-Company Receivables (i)						35.8
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	867.3
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	867.3
Bank Claims		1,544.3	42.2	%		651.5
Bond Claims		0.0	42.2	%		0.0
General Unsecured Claims		0.2	42.2	%		0.1
Total Senior Unsecured Claims (l)	$	1,544.5	42.2	%	$	651.6
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		511.5	42.2	%		215.8
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	511.5	42.2	%	$	215.8
Residual Value						0.0

-6-

Hypothetical Liquidation Analysis: Integrex

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	0.0	100.0	%	100.0	%	$	0.0		$	0.0
Accounts Receivable, Net (c)		0.0	65.0	%	75.0	%		0.0			0.0
Inventory (d)		0.0	40.0	%	50.0	%		0.0			0.0
Net Property, Plant & Equipment: Land (e)		0.0	100.0	%	100.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	302.9	%	302.9	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		1.0	10.0	%	20.0	%		0.1			0.2
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	1.0					$	0.1		$	0.2
Trustee/Administrator Fees (h)			3.0	%	3.0	%	($	0.0	)	($	0.0	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	0.1		$	0.2
Mid-Point Estimate								$0.1

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(4.4	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						334.7
Residual Equity Value of Owned Subsidiaries (i)						(0.0	)
Net Estimated Proceeds Available for Distribution to Stakeholders					$	330.4
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	330.4
Bank Claims		1,544.3	13.7	%		212.0
Bond Claims		0.0	13.7	%		0.0
General Unsecured Claims		4.5	13.7	%		0.6
Total Senior Unsecured Claims (l)	$	1,548.8	13.7	%	$	212.7
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		857.6	13.7	%		117.8
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	857.6	13.7	%	$	117.8
Residual Value						0.0

-7-

Hypothetical Liquidation Analysis: Soltech

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	5.2	100.0	%	100.0	%	$	5.2		$	5.2
Accounts Receivable, Net (c)		10.9	65.0	%	75.0	%		7.1			8.1
Inventory (d)		4.0	40.0	%	50.0	%		1.6			2.0
Net Property, Plant & Equipment: Land (e)		0.0	100.0	%	100.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	302.9	%	302.9	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		4.7	10.0	%	20.0	%		0.5			0.9
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	24.7					$	14.3		$	16.3
Trustee/Administrator Fees (h)			3.0	%	3.0	%	($	0.4	)	($	0.5	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	13.9		$	15.8
Mid-Point Estimate								$14.8

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						10.1
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	24.9
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		1.4	100.0	%		1.4
Net Estimated Proceeds Available to Unsecured Claimants					$	23.5
Bank Claims		1,544.3	1.5	%		23.2
Bond Claims		0.0	1.5	%		0.0
General Unsecured Claims		1.7	1.5	%		0.0
Total Senior Unsecured Claims (l)	$	1,546.0	1.5	%	$	23.2
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		17.6	1.5	%		0.3
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	17.6	1.5	%	$	0.3
Residual Value						0.0

-8-

Hypothetical Liquidation Analysis: CDC

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	1.3	100.0	%	100.0	%	$	1.3		$	1.3
Accounts Receivable, Net (c)		2.2	65.0	%	75.0	%		1.5			1.7
Inventory (d)		0.9	40.0	%	50.0	%		0.4			0.5
Net Property, Plant & Equipment: Land (e)		0.0	100.0	%	100.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	302.9	%	302.9	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.3	10.0	%	20.0	%		0.0			0.1
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	4.8					$	3.2		$	3.5
Trustee/Administrator Fees (h)			3.0	%	3.0	%	($	0.1	)	($	0.1	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	3.1		$	3.4
Mid-Point Estimate								$3.3

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(3.0	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	0.3
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants						0.3
Bank Claims		0.0	NA			0.0
Bond Claims		0.0	27.8	%		0.0
General Unsecured Claims		0.7	27.8	%		0.2
Total Senior Unsecured Claims (l)	$	0.7	27.8	%	$	0.2
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		0.4	27.8	%		0.1
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	0.4	27.8	%	$	0.1
Residual Value						0.0

-9-

Hypothetical Liquidation Analysis: OC HT

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	0.0	100.0	%	100.0	%	$	0.0		$	0.0
Accounts Receivable, Net (c)		0.0	65.0	%	75.0	%		0.0			0.0
Inventory (d)		0.0	40.0	%	50.0	%		0.0			0.0
Net Property, Plant & Equipment: Land (e)		0.0	100.0	%	100.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	302.9	%	302.9	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.2	10.0	%	20.0	%		0.0			0.0
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	0.2					$	0.0		$	0.0
Trustee/Administrator Fees (h)			3.0	%	3.0	%	($	0.0	)	($	0.0	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	0.0		$	0.0
Mid-Point Estimate								$0.0

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						16.2
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						(0.0	)
Net Estimated Proceeds Available for Distribution to Stakeholders					$	16.2
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	16.2
Bank Claims		0.0	NA			0.0
Bond Claims		0.0	100.0	%		0.0
General Unsecured Claims		0.8	100.0	%		0.8
Total Senior Unsecured Claims (l)	$	0.8	100.0	%	$	0.8
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		6.6	100.0	%		6.6
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	6.6	100.0	%	$	6.6
Residual Value					$	8.8

-10-

Hypothetical Liquidation Analysis: OC Remodeling

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	0.0	100.0	%	100.0	%	$	0.0		$	0.0
Accounts Receivable, Net (c)		3.2	65.0	%	75.0	%		2.1			2.4
Inventory (d)		0.0	40.0	%	50.0	%		0.0			0.0
Net Property, Plant & Equipment: Land (e)		0.0	100.0	%	100.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	302.9	%	302.9	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.1	10.0	%	20.0	%		0.0			0.0
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	3.3					$	2.1		$	2.4
Trustee/Administrator Fees (h)			3.0	%	3.0	%	($	0.1	)	($	0.1	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	2.0		$	2.4
Mid-Point Estimate								$2.2

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(0.3	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	1.9
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		3.0	63.9	%		1.9
Net Estimated Proceeds Available to Unsecured Claimants						0.0
Bank Claims		0.0	NA			0.0
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.0	NA			0.0
Total Senior Unsecured Claims (l)	$	0.0	NA		$	0.0
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		1.8	0.0	%		0.0
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	1.8	0.0	%	$	0.0
Residual Value						0.0

-11-

Hypothetical Liquidation Analysis: Vytec

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	32.6	100.0	%	100.0	%	$	32.6		$	32.6
Accounts Receivable, Net (c)		0.3	65.0	%	75.0	%		0.2			0.2
Inventory (d)		5.6	40.0	%	50.0	%		2.3			2.8
Net Property, Plant & Equipment: Land (e)		0.4	100.0	%	100.0	%		0.4			0.4
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	302.9	%	302.9	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		9.0	10.0	%	20.0	%		0.9			1.8
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	48.0					$	36.4		$	37.9
Trustee/Administrator Fees (h)			3.0	%	3.0	%	($	1.1	)	($	1.1	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	35.3		$	36.7
Mid-Point Estimate								$36.0

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(36.9	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.3
Residual Equity Value of Owned Subsidiaries (i)						0.6
Net Estimated Proceeds Available for Distribution to Stakeholders					$	0.0
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	0.0
Bank Claims		2,282.0	0.0	%		0.0
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.0	NA			0.0
Total Senior Unsecured Claims (l)	$	2,282.0	0.0	%	$	0.0
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		0.0	NA			0.0
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	0.0	0.0	%	$	0.0
Residual Value						0.0

-12-

Hypothetical Liquidation Analysis: Fibreboard

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low		High
Cash and Equivalents (b)	$	0.0	100.0	%	100.0	%	$	0.0	$	0.0
Accounts Receivable, Net (c)		0.0	65.0	%	75.0	%		0.0		0.0
Inventory (d)		0.0	40.0	%	50.0	%		0.0		0.0
Net Property, Plant & Equipment: Land (e)		0.0	100.0	%	100.0	%		0.0		0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	302.9	%	302.9	%		0.0		0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.0	10.0	%	20.0	%		0.0		0.0
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0		0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0		0.0
Total	$	0.0					$	0.0	$	0.0
Trustee/Administrator Fees (h)			3.0	%	3.0	%	$	0.0	$	0.0
Net Estimated Proceeds Available for Distribution to Stakeholders							$	0.0	$	0.0
Mid-Point Estimate								$0.0

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						(8.6	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)						43.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	34.4
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	34.4
Bank Claims		1,544.3	1.0	%		15.1
Bond Claims		0.0	1.0	%		0.0
General Unsecured Claims		4.4	1.0	%		0.0
Total Senior Unsecured Claims (l)	$	1,548.7	1.0	%	$	15.1
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		1,772.0	1.0	%		17.3
Inter-Company Claims		202.9	1.0	%		2.0
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	1,974.9	1.0	%	$	19.3
Residual Value						0.0

-13-

Hypothetical Liquidation Analysis: Fibreboard Trust

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low		High
Cash and Equivalents (b)	$	0.0	100.0	%	100.0	%	$	0.0	$	0.0
Accounts Receivable, Net (c)		0.0	65.0	%	75.0	%		0.0		0.0
Inventory (d)		0.0	40.0	%	50.0	%		0.0		0.0
Net Property, Plant & Equipment: Land (e)		0.0	100.0	%	100.0	%		0.0		0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	302.9	%	302.9	%		0.0		0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.0	10.0	%	20.0	%		0.0		0.0
Restricted Cash (f)		1,428.0	100.0	%	100.0	%		1,428.0		1,428.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0		0.0
Total	$	1,428.0					$	1,428.0	$	1,428.0
Trustee/Administrator Fees (h)							$	0.0	$	0.0
Net Estimated Proceeds Available for Distribution to Stakeholders							$	1,428.0	$	1,428.0
Mid-Point Estimate								$1,428.0

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						0.0
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	1,428.0
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	1,428.0
Bank Claims		0.0	NA			0.0
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.0	NA			0.0
Total Senior Unsecured Claims (l)	$	0.0	NA		$	0.0
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		3,200.0	44.6	%		1,428.0
Inter-Company Claims		0.0	NA			0.0
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	3,200.0	44.6	%	$	1,428.0
Residual Value						0.0

-14-

Hypothetical Liquidation Analysis: Exterior Systems, Inc.

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	13.4	100.0	%	100.0	%	$	13.4		$	13.4
Accounts Receivable, Net (c)		121.3	65.0	%	75.0	%		78.9			91.0
Inventory (d)		118.3	40.0	%	50.0	%		47.3			59.2
Net Property, Plant & Equipment: Land (e)		3.2	100.0	%	100.0	%		3.2			3.2
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	302.9	%	302.9	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		61.7	10.0	%	20.0	%		6.2			12.3
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	318.0					$	148.9		$	179.1
Trustee/Administrator Fees (h)			3.0	%	3.0	%	($	4.5	)	($	5.4	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	144.5		$	173.7
Mid-Point Estimate								$159.1

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						257.8
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	416.9
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		103.8	100.0	%		103.8
Net Estimated Proceeds Available to Unsecured Claimants					$	313.1
Bank Claims		1,544.3	15.3	%		236.4
Bond Claims		0.0	15.3	%		0.0
General Unsecured Claims		63.6	15.3	%		9.7
Total Senior Unsecured Claims (l)	$	1,607.9	15.3	%	$	246.1
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		437.7	15.3	%		67.0
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	437.7	15.3	%	$	67.0
Residual Value						0.0

-15-

Hypothetical Liquidation Analysis: IPM Inc.

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	13.3	100.0	%	100.0	%	$	13.3		$	13.3
Accounts Receivable, Net (c)		0.0	65.0	%	75.0	%		0.0			0.0
Inventory (d)		0.0	40.0	%	50.0	%		0.0			0.0
Net Property, Plant & Equipment: Land (e)		0.0	100.0	%	100.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	302.9	%	302.9	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.0	10.0	%	20.0	%		0.0			0.0
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	13.3					$	13.3		$	13.3
Trustee/Administrator Fees (h)			3.0	%	3.0	%	($	0.4	)	($	0.4	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	12.9		$	12.9
Mid-Point Estimate								$12.9

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						0.0
Net Recovery on Pre-Petition Inter-Company Receivables (i)						7.9
Residual Equity Value of Owned Subsidiaries (i)						433.9
Net Estimated Proceeds Available for Distribution to Stakeholders					$	454.7
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	454.7
Bank Claims		2,282.0	14.8	%		337.5
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.0	NA			0.0
Total Senior Unsecured Claims (l)	$	2,282.0	14.8	%	$	337.5
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		792.1	14.8	%		117.2
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	792.1	14.8	%	$	117.2
Residual Value						0.0

-16-

Hypothetical Liquidation Analysis: All Other IPM Non-Debtors

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %					Amount
			Low		High			Low			High
Cash and Equivalents (b)	$	281.7	100.0	%		100.0	%	$	281.7		$	281.7
Accounts Receivable, Net (c)		138.5	65.0	%		75.0	%		90.0			103.9
Inventory (d)		138.1	40.0	%		50.0	%		55.2			69.0
Net Property, Plant & Equipment: Land (e)		34.8	100.0	%		100.0	%		34.8			34.8
Net Property, Plant & Equipment: Alloy Metals (e)		31.8	302.9	%		302.9	%		96.4			96.4
Net Property, Plant & Equipment: Other Fixed Assets (e)		491.0	10.0	%		20.0	%		49.1			98.2
Restricted Cash (f)		0.0	0.0	%		0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%		0.0	%		0.0			0.0
Total	$	1,116.0						$	607.3		$	684.1
Trustee/Administrator Fees (h)			3.0	%		3.0	%	($	18.2	)	($	20.5	)
Net Estimated Proceeds Available for Distribution to Stakeholders								$	589.1		$	663.5
Mid-Point Estimate									$626.3
					Claim ($)			% Recovery			Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)												(69.4	)
Net Recovery on Pre-Petition Inter-Company Receivables (i)												0.0
Residual Equity Value of Owned Subsidiaries (i)												0.0
Net Estimated Proceeds Available for Distribution to Stakeholders											$	556.9
Existing Debt (j)						46.3			100.0	%		46.3
Trade Payables (k)						76.7			100.0	%		76.7
Administrative/Priority Claims (k)						0.0			NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants											$	433.9
Bank Claims						0.0			NA			0.0
Bond Claims						0.0			NA			0.0
General Unsecured Claims						0.0			NA			0.0
Total Senior Unsecured Claims (l)					$	0.0			NA		$	0.0
General Unsecured Claims						0.0			NA			0.0
Asbestos Claims						0.0			NA			0.0
Inter-Company Claims						0.0			NA			0.0
						0.0			NA			0.0
Total Junior Unsecured Claims (l)					$	0.0			0.0	%	$	0.0
Residual Value											$	433.9

-17-

Hypothetical Liquidation Analysis: All Other OCD Debtors

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	0.0	100.0	%	100.0	%	$	0.0		$	0.0
Accounts Receivable, Net (c)		1.0	65.0	%	75.0	%		0.7			0.8
Inventory (d)		2.2	40.0	%	50.0	%		0.9			1.1
Net Property, Plant & Equipment: Land (e)		0.0	100.0	%	100.0	%		0.0			0.0
Net Property, Plant & Equipment: Alloy Metals (e)		0.0	302.9	%	302.9	%		0.0			0.0
Net Property, Plant & Equipment: Other Fixed Assets (e)		0.0	10.0	%	20.0	%		0.0			0.0
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	3.2					$	1.5		$	1.9
Trustee/Administrator Fees (h)			3.0	%	3.0	%	($	0.0	)	($	0.1	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	1.5		$	1.8
Mid-Point Estimate								$1.6

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						0.0
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.3
Residual Equity Value of Owned Subsidiaries (i)						(0.0	)
Net Estimated Proceeds Available for Distribution to Stakeholders					$	1.9
Secured Claims (j)		0.0	NA			0.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	1.9
Bank Claims		0.0	NA			0.0
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.0	NA			0.0
Total Senior Unsecured Claims (l)	$	0.0	NA		$	0.0
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		0.0	NA			0.0
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	0.0	0.0	%	$	0.0
Residual Value					$	1.9

-18-

Hypothetical Liquidation Analysis: All Other OCD Non-Debtors

Estimated Liquidation Proceeds

($ in millions)

	Book Value 9/30/2005 (a)		Hypothetical Liquidation Value Range
			Recovery %				Amount
			Low		High		Low			High
Cash and Equivalents (b)	$	37.7	100.0	%	100.0	%	$	37.7		$	37.7
Accounts Receivable, Net (c)		29.7	65.0	%	75.0	%		19.3			22.3
Inventory (d)		18.0	40.0	%	50.0	%		7.2			9.0
Net Property, Plant & Equipment: Land (e)		6.8	100.0	%	100.0	%		6.8			6.8
Net Property, Plant & Equipment: Alloy Metals (e)		0.4	302.9	%	302.9	%		1.4			1.4
Net Property, Plant & Equipment: Other Fixed Assets (e)		48.0	10.0	%	20.0	%		4.8			9.6
Restricted Cash (f)		0.0	0.0	%	0.0	%		0.0			0.0
Other Assets (g)		0.0	0.0	%	0.0	%		0.0			0.0
Total	$	140.7					$	77.2		$	86.8
Trustee/Administrator Fees (h)			3.0	%	3.0	%	($	2.3	)	($	2.6	)
Net Estimated Proceeds Available for Distribution to Stakeholders							$	74.9		$	84.2
Mid-Point Estimate								$79.6

	Claim ($)		% Recovery		Value ($)
Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables (i)						0.0
Net Recovery on Pre-Petition Inter-Company Receivables (i)						0.0
Residual Equity Value of Owned Subsidiaries (i)						0.0
Net Estimated Proceeds Available for Distribution to Stakeholders					$	79.6
Existing Debt (j)		23.7	100.0	%		23.7
Trade Payables (k)		15.0	100.0	%		15.0
Administrative/Priority Claims (k)		0.0	NA			0.0
Net Estimated Proceeds Available to Unsecured Claimants					$	40.9
Bank Claims		0.0	NA			0.0
Bond Claims		0.0	NA			0.0
General Unsecured Claims		0.0	NA			0.0
Total Senior Unsecured Claims (l)	$	0.0	NA		$	0.0
General Unsecured Claims		0.0	NA			0.0
Asbestos Claims		0.0	NA			0.0
Inter-Company Claims		0.0	NA			0.0
Subordinated Unsecured Claims		0.0	NA			0.0
Total Junior Unsecured Claims (l)	$	0.0	0.0	%	$	0.0
Residual Value					$	40.9

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Notes to Liquidation Analysis

A summary of the assumptions used by Lazard and Debtors’ management in preparing the liquidation analysis is set forth below (Assumptions were assumed to be valid for each of the Debtors unless noted otherwise).

Note A – Book Values as of September 30, 2005

Unless stated otherwise, the book values used in this Liquidation Analysis reflect the unaudited book values as of September 30, 2005 and are assumed to be representative of the Debtors’ assets and liabilities as of December 31, 2005.

Note B – Cash and Cash Equivalents

It is assumed that cash and cash equivalents of approximately $937 million held in Debtor accounts and $365 million held in Non-Debtor accounts as of September 30, 2005, would be 100% collectible. A significant portion of the Non-Debtor cash will be repatriated in the ordinary course pursuant to the American Job Creation Act of 2004. The Liquidation Analysis assumes that approximately $90 million of cash is generated during the fourth quarter of fiscal 2005 and is included as cash held by Owens Corning Delaware.

Note C – Accounts Receivable

Proceeds from the collection of accounts receivable were estimated based upon an analysis of the Debtors’ accounts receivable including a review of the Debtors’ receivables aging schedule. The following collection rates were assumed as part of the analysis: 0-30 days (70%), 31-60 days (50%), 61-90 days (20%), and over 91 days (10%). The weighted average recovery rate based on this methodology was approximately 70%. For purposes of this analysis, Lazard assumed a range of between 65% and 75%.

Note D – Inventory

Inventories are comprised of raw materials, work-in-process, and finished goods. Proceeds from the sale of inventories were estimated based upon a review of the Debtors’ inventories and the likely discount required to induce third parties to purchase and distribute these inventories. A significant portion of the Debtors’ inventories include “high weight / low value” and “high volume / low value” products (for example, an entire truck-load of insulation has a retail value of approximately $9,500). These characteristics increase the costs to an intermediary who is required to pick-up, ship and store the Debtors’ inventories prior to resale. In addition, it is unlikely that the Debtors’ competitors would be interested in purchasing the Debtors’ branded inventories for resale to their own customers (for example, “pink” insulation).

Raw materials inventory and work-in-process were assumed to be recoverable at 20% of book value. Finished goods inventory was assumed to be recoverable at 50% of book value. This methodology resulted in an overall inventory recovery of 42% of book value (excluding the LIFO Reserve). For purposes of this analysis, Lazard assumed a range of between 35% and 45%.

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Note E – Property, Plant & Equipment, Net

Property, Plant & Equipment includes land, buildings, machinery and equipment, alloy metals, and construction-in-progress. The orderly liquidation value for land was assumed to be 100% of net book value. The recovery rate on alloy metals was based upon an analysis of the quantity of the alloy’s bases metals, platinum and rhodium. The liquidation value of the alloy was determined based upon current market prices, less a discount for collection and processing costs to separate the alloy into the base metals (approximately 10%). Other Fixed Assets including buildings, machinery and equipment was assumed to have an orderly liquidation value of between 10% and 20%.

Note F – Restricted Cash

Restricted Cash includes the following:

• Owens Corning Delaware – Restricted cash of $109 million held by law firms on behalf of Owens Corning asbestos plaintiffs is assumed to be not recoverable by the Chapter 7 trustee and is used to reduce Owens Corning Asbestos Personal Injury Claims. Owens Corning Insurance Escrows in the amount of $80 million are assumed to be not recoverable by the Chapter 7 trustee and is used to reduce Owens Corning Asbestos Personal Injury Claims.

• Fibreboard – The Fibreboard Insurance Settlement Trust with funds totaling $1.301 billion is assumed to be not recoverable by the Chapter 7 trustee and is used to reduce Fibreboard Asbestos Personal Injury Claims. Restricted Cash of $127 million held by law firms on behalf of Fibreboard asbestos plaintiffs is assumed to not be recoverable by the Chapter 7 trustee and is used to reduce Fibreboard Asbestos Personal Injury Claims.

Note G – Other Assets

Other Assets include the following:

• Owens Corning Delaware – Intangibles include, inter alia, the Owens Corning brand name and various related trade-marks such as the color pink (with respect to insulation products). Based upon a review of royalty rates for commercial and industrial trade-names, the liquidation value of the Owens Corning brand name and related trade marks is estimated to be approximately $75 million. Although this amount is included in the calculation of liquidation value, there is no precedent for determination of the ability to sell the brand name of an enterprise with substantial asbestos liabilities, as the prospective purchaser might anticipate being subjected to litigation. Other Assets include insurance receivable, long-term deposits and hedging assets. Other Assets, not including intangibles, were assumed to be held entirely at Owens Corning Delaware, and were deemed to have a liquidation value of approximately 12% of book value.

• Owens Corning Fiberglass Technology – The Liquidation Analysis assumes that the patents and proprietary technology would have a value of approximately $25 million to $50 million. The proprietary technology owned by OCFT consists

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primarily of manufacturing processes and “know-how”. As a result of the cessation of operations and dismantling of the manufacturing facilities, it has been assumed that the liquidation value of the proprietary technology will be significantly impaired.

Note H – Costs Associated with Liquidation

The Liquidation Analysis assumes that all employees are given immediate notice of their pending termination pursuant to the WARN Act. Employees at the facilities are utilized during the sixty-day period to assist with the wind-down and securing of the facilities. Corporate employees are utilized during the sixty-day period to assist with the collection of receivables and the sale of inventory. Total payroll for the Debtors is estimated to total approximately $150 million during the sixty-day period. Following the sixty-day period, it is estimated that 15% of the corporate employees would remain until the end of the fourth month, and 5% would remain until the end of the twelve months. Corporate payroll and overhead costs associated with the liquidation after the sixty-day period were calculated based on a $22 million monthly run-rate which reflects the actual costs for September 2005.

Chapter 7 Trustee Fees include those fees associated with the appointment of a Chapter 7 trustee in accordance with Section 326 of the Bankruptcy Code. Trustee fees are estimated based on historical experience in other similar cases and are calculated at 3% of the total cash generated from non-cash assets during the liquidation. Of course, depending upon the ultimate facts on a case-by-case basis, the costs of liquidation also may include costs of sales, publication notice costs, professional costs and other administrative overhead other than trustee fees.

Chapter 7 Professional Fees include legal and accounting fees incurred during the twenty-four month liquidation period. Monthly professional fees are assumed to be $1.0 million per month for six months and $0.5 million per month for eighteen months.

The costs of administering a Chapter 7 liquidation are estimated as follows:

Corporate payroll & Overhead Costs	$	166 million
Trustee Fees	$	100 million
Professional Fees	$	15 million
Total	$	281 million

Note I – Other Sources of Distributable Value

• Net Recovery (Payment) of Post-Petition Inter-Company Receivables/Payables – For purposes of this analysis, it was assumed that Post-Petition Payables owed between Debtors (on a net basis) are Administrative Claims and are paid in full. For example, Owens Corning Delaware owes approximately $957 million on account of post-petition payables (on a net basis) to other Debtors.

• Net Recovery on Pre-Petition Inter-Company Receivables – As the Liquidation Analysis is premised on a deconsolidated Plan, each Debtor receives its respective recovery, if any, on account of pre-petition claims at the other Debtors.

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• Residual Equity Value of Owned Subsidiaries – To the extent that a Debtor or Non-Debtor entity has residual equity value, the value of that equity is attributed to the Debtor or Non-Debtor holding such equity.

Note J – Secured Creditor Claims

Secured creditor claims are assumed to be as follows:

• Owens Corning Delaware – Secured claims include certain industrial revenue bonds and mechanics liens.

Note K – Administrative and Priority Claims

Administrative and priority claims are assumed to be as follows:

• Owens Corning Delaware – total $765 million and are assumed to include the following:

i. Administrative and priority claims of $110 million as described in the Plan

ii. Post-petition letters of credit under the DIP Facility totaling $175 million which are assumed to be drawn as a result of the conversion to Chapter 7;

iii. Post-petition accounts payable of $277 million;

iv. Post-petition accrued expenses of $203 million, which has been adjusted to exclude reserves and other accrued expenses unlikely to become claims.

• Administrative and priority claims at Soltech, CDC, OC Remodeling and Exterior Systems Inc. are comprised of post-petition trade payables and accrued liabilities.

Note L – Pre-petition Unsecured Claims

As discussed in the Plan, unsecured claims at Owens Corning Delaware have been classified as “senior” unsecured claims to the extent they are deemed to benefit from the subordination provisions of certain pre-petition lending arrangements.

As discussed in the Plan, the following Debtors are guarantors of the pre-petition Bank Credit Facility: Exterior Systems Inc., Fibreboard Corp., Integrex Inc., IPM Inc., Owens Corning Delaware, OC Fiberglass Technology, OC Sweden, Soltech, and Vytec Corp. For purposes of the liquidation analysis, a bank claim in the amount of $1.544 billion has been reflected for each of the guarantors. In addition, with respect to IPM Inc. and Vytec, the claim amount has been increased to $2.282 billion to account for post-filing interest and fees.

Pre-petition Unsecured Claims are assumed to be as follows:

• Owens Corning Delaware

i. Bank claims (senior) of $1.544 billion, which assumes the $1.475 billion claim amount in the Plan plus an additional $69 million of issued but undrawn pre-petition letters of credit;

ii. Bond claims of $1.389 billion (senior);

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iii. General unsecured claims (senior) of $212 million, which includes $207 million of claims as included in the Plan, $5 million of claims classified as convenience claims in the Plan;

iv. General unsecured claims (junior) of $827 million, which includes $77 million of claims as included in the Plan, an additional claim from the PBGC estimated at $450 million, and an additional claim estimated at $300 million related to the rejection of executory contracts and operating leases, including contracts and leases that were previously assumed during the pendancy of these cases;

v. The OC Asbestos Personal Injury Claims (both current and future claims) are assumed to total $6.811 billion. This amount assumes a gross claim of $7.000 billion less Restricted Cash of $109 million and less OC Asbestos Personal Injury Liability Insurance Assets of $80 million (estimated amounts as of December 31, 2005).

vi. Inter-Company claims of $1.504 billion (on a net basis between Debtors)

vii. Subordinated claims of $277 million including $253 million related to an inter-company claim owed to OC Capital Corp. and $23 million related to an inter-company claim owed to OC Funding B.V. Corp.

• Integrex – For purposes of this analysis, it has been assumed that there are no direct asbestos personal injury claims against Integrex.

• Fibreboard – The FB Asbestos Personal Injury Claims (both current and future claims) are assumed to total $1.772 billion. This amount assumes a gross claim of $3.200 billion less Restricted Cash of $127 million and less the Fibreboard Insurance Settlement Trust of $1.301 billion (estimated amounts as of December 31, 2005).

• Fibreboard Trust – The full amount of the Fibreboard Insurance Settlement Trust and the Restricted Cash will be for the benefit of FB Asbestos Personal Injury Claims. As with the estimate of recoveries under the Plan in the Disclosure Statement, the Liquidation Analysis estimates the recovery prior to paying the costs of administering the Fibreboard Insurance Settlement Trust and Restricted cash for the benefit of the FB Asbestos Personal Injury Claims.

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