Thierry Denis Michael H. Thaman - Chairman, Chief Executive Officer, President and Chairman of Executive Committee Michael C.

McMurray - Chief Financial Officer, Senior Vice President and Treasurer

Stephen Kim - Barclays Capital, Research Division George L. Staphos - BofA Merrill Lynch, Research Division Michael Jason Rehaut - JP Morgan Chase & Co, Research Division Mike Wood - Macquarie Research Kenneth R.

Zener - KeyBanc Capital Markets Inc., Research Division Robert C. Wetenhall - RBC Capital Markets, LLC, Research Division Dennis McGill - Zelman & Associates, LLC

Thank you, Larissa and good morning, everyone. Thank you for taking the time to join us today for the conference call in review of our business results for the fourth quarter and full year 2012.

Joining us today are Mike Thaman, Owens Corning's Chairman and CEO and Michael McMurray, Chief Financial Officer. Following our presentation this morning, we will open this 1 hour call to your questions.

[Operator Instructions]. Earlier this morning, we issued a news release and filed a 10-K that detailed our results for the quarter and full year.

For the purposes of our discussion today, we've prepared presentation slides that summarize our performance and results for the fourth quarter and full year 2012. We will refer to these slides during this call.

You can access the slides at our website, owenscorning.com. We have a link on our homepage and a link on the Investors section of our website.

This call and the supporting slides will be recorded and available on our website for future reference. Please reference Slide 2 before we begin where we offer a couple of reminders.

First, today's presentation will include forward-looking statements based on our current forecasts and estimates of future events. Second, these statements are subject to risks, uncertainties and other factors that could cause our actual results to differ materially.

Please refer to the cautionary statements and the risk factors identified in our SEC filings for a more detailed explanation of the inherent limitations of such forward-looking statements. This presentation and today's prepared remarks contain non-GAAP financial measures.

Reconciliations of GAAP to non-GAAP are found within the financial tables of our earnings release. Consistent with our historical practice, we've excluded items that we believe are unrepresentative of our ongoing operations to arrive at adjusted EBIT, our primary measure to look at period-over-period comparisons.

We believe that adjusted EBIT is helpful to investors for comparing our results from period to period. We adjust our effective tax rate to remove the effect of quarter-to-quarter fluctuations, which have the potential to be significant in arriving at adjusted earnings and adjusted earnings per share.

The company's full year effective tax rate on adjusted earnings for 2012 was 23%. For those of you following along with our slide presentation, we will begin on Slide 4.

And now opening remarks from our Chairman and CEO, Mike Thaman, who will be followed by CFO, Michael McMurray. Mike will then provide comments on our outlook prior to the Q&A session.

Mike?

Thank you, Thierry and good morning, everyone. We appreciate you joining us today to discuss our fourth quarter and full year 2012 results.

Owens Corning consolidated revenue for 2012 was $5.2 billion compared to $5.3 billion 1 year ago. Full year adjusted EBIT was $293 million, down from $461 million in 2011, and adjusted earnings for the year were $131 million compared to $276 million.

Fourth quarter revenue of $1.2 billion was essentially even with that in the same period 1 year ago. Adjusted EBIT for the quarter was $52 million, down from $88 million [indiscernible] down from $48 million from the fourth quarter 2011.

2011 presented a number of financial challenges for us. I'm encouraged with the way that we finished the year, and believe that we've positioned the company well heading into 2013.

Let me now review a few of the key highlights. We continue to make progress towards our goal of creating an injury-free workplace.

We reduced our rate of injuries by 10% compared with our full-year 2011 performance. This marks our 11th consecutive year of safety improvement, a proud achievement for our entire team.

Our Roofing business had good margin management in the fourth quarter despite weak year-end volumes. We came into 2013 with stronger margins and a more disciplined winter buy program than our experience in 2012.

We know that a strong start is critical to improved full year performance in Roofing. Our Insulation business completed its second consecutive quarter of profitability and significantly narrowed losses for the year.

An improving housing market and a strong outlook, underpins our belief that we will be able to sustain our performance into 2013. We continue to focus on improving our financial performance through better pricing, volume growth and increased capacity utilization.

Our Composites business had a difficult second half due to heavy production curtailments associated with our previously announced inventory reduction plan. We are largely complete with our asset and cost actions, and expect that demand growth in 2013 will allow us to ramp up our production and return to positive operating leverage.

As we look ahead to 2013, we're expecting an environment of continued strong improvement in the U.S. housing market and continued modest growth in the global economy and industrial production.

We believe that this macro environment will support improvement of EBIT in each of our 3 businesses. We would expect over all corporate improvement of at least $100 million in EBIT, and we would anticipate that the rate of the U.S.

housing recovery and our ability to improve margins in our Roofing and Insulation businesses will largely determine the upside to our guidance. Before I turn it over to Michael for more financial details on the quarter and the year, I'd like to take a moment to discuss the current position and outlook in each of our businesses.

Let me start with Roofing. We expect overall market conditions in Roofing to continue to improve.

New construction and reroof volumes should trend higher, tracking housing starts and increased home sale activities. Storm volumes are always difficult to forecast, but at average levels, would fall below 2012 demand.

Given these assumptions, we'd expect the overall roofing market opportunity in 2013 to be at or above 2012 levels. Our main near-term focus has been to start the year with better margins and more discipline in our winter buy programs.

Our early indications are that we are off to a better start than last year, which is very good news. In Insulation, we showed good improvement and nice operating leverage in 2012.

We believe that the outlook for continued improvement in U.S. housing starts would translate into another year of improved asset utilization and better pricing levels, continuing our financial recovery, marked by a return to profitability this year.

We still have a long way to go to return this business to our historical volumes, price levels and returns. We're heartened by our recent progress and are optimistic that a sustained housing recovery will provide us with the market conditions to achieve those goals.

Our Composites business is also expected to improve in 2013. The global composites market will not enjoy nearly as favorable market conditions as we expect in the U.S.

construction markets. That said, we are seeing definite signs of improvement in the 2 largest geographic markets: China and the United States.

The pace of recovery in India and Brazil is a bit more uncertain, but it is expected to strengthen through the year. We're planning Europe industrial production as basically flat, with continued small declines in the first half and modest growth in the second.

However, European recovery remains quite uncertain. Improvements in financial performance in Composites will come from capitalizing on the good work done by our team in 2012 to right-size inventories, rationalize high-cost European assets, commission low-cost melters in Mexico and Russia, and launch new products in multiple market segments.

Our performance will improve as the year progresses as we restore production, matching it to demand. Some of our cost leverage will be offset by continued input cost inflation, which we were not able to fully offset with price increases as we entered 2013.

As we move through the year, one of our key objectives will be to continue to look for opportunities to support our margins in this business with improved pricing. First, to cover our input cost inflation and ultimately, to restore margins and returns to attractive levels.

Now let me turn it over to Michael who will review our business and corporate performance. I'll then return to recap our 2013 outlook and open it up for questions.

Michael?

Thanks, Mike, and good morning, everyone. As we acknowledged on our third quarter call, 2012 was a challenging year.

I'm pleased to report that we finished the year at the midpoint of our revised guidance that we shared on the third quarter call and with positive momentum in each of our businesses. We believe these actions we've taken in 2012, combined with recovering markets, will drive improved performance in all 3 of our businesses in 2013.

Now let's start on Slide 5, which summarizes our key financial data for the year and for the fourth quarter. You will find more detailed financial information in the tables of today's news release and the Form 10-K.

Today, we reported 2012 consolidated net sales of $5.2 billion compared with $5.3 billion in 2011. Net sales in our Insulation business grew by 7% on improved demand.

In our Roofing business, net sales were down 7% on lower sales volumes, as we had a difficult comparison with very strong 2011 storm volumes. Lastly, net sales in our Composites business were down 6% primarily due to foreign currency translation.

In a moment, I'll review our reconciliation of items to get to adjusted EBIT, our primary measure to look at period-to-period comparisons. Adjusted EBIT for 2012 was $293 million compared with $461 million in 2011.

Adjusted earnings for 2012 were $131 million or $1.10 per diluted share compared to $276 million or $2.23 per diluted share in 2011. In addition to the items excluded from adjusted EBIT, we have excluded from our adjusted earnings the $74 million loss that we incurred in conjunction with our debt tender offer.

Fourth quarter 2012 adjusted EBIT was $52 million compared to $88 million in the fourth quarter 2011. Adjusted earnings for the fourth quarter were $13 million or $0.11 per diluted share compared to adjusted earnings of $48 million or $0.40 per diluted share in the fourth quarter of 2011.

Fourth quarter 2012 adjusted earnings per share were impacted by $4 million impairment of an investment in a small affiliate. Our 2012 effective tax rate on adjusted earnings was 23%, better than our previous guidance of 25%.

Our mix of income, ongoing tax planning and sustainable tax strategies drove the improvement in our rate versus our previous guidance. Depreciation and amortization.

Depreciation and amortization expense was $349 million for 2012, including $55 million of accelerated depreciation related to the asset repositioning in Europe. Capital expenditures for 2012 were $332 million compared with $442 million in 2011.

We completed our Composites melter investment program in the first half of 2012 with our new low-cost capacity in Mexico and Russia. As a result, we are not anticipating adding any new melter capacity for at least 2 years.

Capital expenditures in 2012 were approximately 10% higher than our depreciation and amortization for the year, excluding the impact of our asset restructuring in Europe. Our net debt increased by approximately $130 million in 2012.

This was primarily the result of ongoing investments in our core businesses, continued share repurchase and costs associated with the successful repurchase of $350 million of outstanding senior notes, which improved our liquidity and maturity profile. Next, let me reconcile 2012 adjusted EBIT of $293 million to our reported EBIT of $148 million, as detailed in Table 2 of today's news release.

Restructuring actions initiated in 2012 represented $136 million of the amount adjusted out of reported EBIT with the majority of the restructuring charges related to the repositioning of our European assets in our Composites business. We have also adjusted out $9 million of losses related to a flood that occurred at our Kearny, New Jersey, Roofing facility as a result of storm surge associated with Hurricane Sandy.

We believe that the overall financial impact will be minimal as substantially all costs, including business interruption, will be covered by our insurance policies. However, it is important to note that the timing of any recoveries will result in expenses being taken in periods before the insurance receipts are recorded or received.

We will continue to adjust out the impact of gains and losses throughout the year. Also, we have taken action to ensure that there will be little impact to our customers, and we continue to service all customers to our regional manufacturing network.

Final assessments of damages are nearing completion, and we expect the rebuilding of our facility to be complete later this year. Now please turn to Slide 6, and I'll provide a high-level review of our adjusted EBIT performance comparing full-year 2012 with 2011.

As I previously mentioned, adjusted EBIT for 2012 was $293 million compared to $461 million in 2011. The $59 million improvement in our Insulation business was more than offset by a decline in Roofing EBIT of $98 million and a decline in Composites EBIT of $110 million.

General corporate expenses were $91 million in 2012 compared to $71 million in 2011 due primarily to higher pension cost and reduced foreign currency gains. General corporate expenses were less than our original 2012 guidance of $110 million to $120 million due primarily to lower incentive compensation expenses, as our financial performance for the year was below the targets we had established going into the year.

With that review of key financial highlights, I'll ask you to turn to Slide 7, where we provide a more detailed review of our businesses starting with Building Materials. For the fourth quarter, Building Materials net sales were $763 million, a 1% decline compared to the prior year with higher sales in Insulation being more than offset by a decline in Roofing sales.

Building Materials delivered $51 million in EBIT in the fourth quarter of 2012, down from $55 million of EBIT for the same period in 2011. For the full-year 2012, Building Materials net sales were $3.5 billion, down 2% compared to 2011.

Building Materials delivered $293 million in EBIT in 2012 compared with $332 million of EBIT in 2011. Slide 8 provides an overview of our Roofing business.

Roofing net sales for the quarter were $350 million, a 9% decline compared with the same period a year ago. EBIT in the quarter was $42 million, down $13 million compared to the same period in 2011.

Roofing net sales for the year were $2 billion, a 7% decline compared with 2011, driven largely by lower sales volumes. Market volumes for 2012 were down in the low single digits compared to last year, primarily to the challenging comparison we have with very strong 2011 storm volumes.

EBIT margins were 16% for the year, down from 20% in 2011, driven in large part by the aggressive discounting we experienced in the first quarter of 2012. The business benefited from strong price execution in the balance of the year, and we experienced a stable pricing environment with healthy contribution margins in the fourth quarter.

As we look forward to 2013, the outlook for U.S. housing supports improvement in new residential construction, modest growth in reroof and the potential for negative storm demand comparison as 2012 storm volumes were above the historical average.

We are also confident that we'll reduce first quarter winter discounting levels compared to 2012, and we expect to benefit from announced first quarter pricing actions. We also expect to sustain our market position and therefore, would expect improved performance in our Roofing business for 2013.

Now Slide 9 provides a summary of our Insulation business. Net sales for the quarter in Insulation were $413 million or up 7% from the same period a year ago, reflecting higher sales volumes and strong commercial execution across the business.

The business delivered EBIT of $9 million in the fourth quarter compared to a breakeven result in the same period 1 year ago. This was the second consecutive profitable quarter in our Insulation business, and we significantly narrowed full-year losses by almost $60 million.

Approximately $50 million of the performance improvement was the result of manufacturing productivity and improved capacity utilization. The remaining improvement was largely a result of higher sales, volumes and slightly higher selling prices.

For the full year, net sales in Insulation of $1.5 billion were up 7% compared to 2011. The business reported strong operating leverage measured as the ratio of incremental EBIT to incremental sales year-over-year of nearly 60%.

We have seen sequential improvement throughout the quarters in 2012 in both revenue and EBIT, driven by cost reductions, strong commercial execution and overall housing market improvements during the year. As the U.S.

housing market continues to recover, we expect to see further sales growth. The blue-chip consensus forecast for 2013 U.S.

housing starts recently rose to 990,000 starts, which was supported by the run rate in the fourth quarter of 2012. With continued U.S.

housing momentum, we expect to see an improved pricing environment in 2013 as the industry's capacity utilization continues to tighten. With a seasonally slower start to the year, we would expect to lose money in the first quarter, but return to profitability in our Insulation business for the full year in 2013.

Now I'll ask you to turn your attention to Slide 10 for a review of our Composites business. Net sales in our Composites business for the quarter were $426 million, a 7% decrease compared to the same period in 2011.

Fourth quarter sales were negatively impacted by approximately $15 million in foreign currency translation. Full year net sales were $1.9 billion, a 6% decrease compared to the same period in 2011.

Full year sales were unfavorably impacted by approximately $85 million in foreign currency translation and approximately $20 million related to the divestiture of our facility in Capivari, Brazil, last year. Excluding the impact of these items, sales were relatively flat for the year as slightly higher sales volumes were offset by the impact of a low-single-digit decline in selling prices.

While prices are slightly down compared to the prior year, prices stabilized during the second quarter, and have remained so through the balance of the year. EBIT for the quarter was $23 million compared to $49 million in the same period last year due primarily to year-over-year inflation and the impact of plant curtailments during the fourth quarter.

EBIT for the full year was $91 million compared to $201 million in 2011. The year was negatively impacted by plant start-up and rebuild cost, curtailments, inflation and slightly lower selling prices.

We were committed to reducing inventory levels in 2012 and operated at lower production levels in the second half of the year in order to reduce our finished goods inventory by about $50 million. This inventory reduction was below our target of $70 million due primarily to lower-than-anticipated sales volumes in the fourth quarter.

The repositioning of our European manufacturing network to a low-delivered-cost asset base is substantially complete and our Mexico and Russia startups met fourth quarter performance expectations. With these efforts now behind us, we are increasing production levels during the first quarter of 2013 to meet expected demand levels for the balance of the year.

In 2012, global reinforcements demand grew less than the historical average trend rate of 5%. In 2013, we expect global reinforcements demand to grow, but again, at a pace below the long-term historical trend.

We expect the benefits of our asset transformation, increased utilization of our lower cost asset base and modest growth in global reinforcements demand will result in improved margins in 2013 compared to 2012. The first quarter of 2013 will compare negatively to 2012 as we have lower production levels and some year-on-year inflation.

As we ramp capacity utilization through the first quarter, we expect full year 2013 to compare positively to full year 2012. Now let me turn your attention to Slide 11.

In 2012, the company continued its disciplined approach to balance sheet and capital management for the long-term benefit of investors, and we strengthened our portfolio through the execution of several key transactions. During 2012, we repurchased 3.7 million shares of the company's stock for $107 million under a previously announced share repurchase program.

Since 2008, we have repurchased 16.6 million shares for approximately $450 million at an average price of $27.35. As of year end, 10 million shares remained available for repurchase under the company's current authorization.

These share buybacks represent a return of capital to our shareholders and reflect our strong outlook for growth in earnings and free cash flow generation. Our $2.3 billion U.S.

tax NOL will significantly offset cash taxes for some time to come. In 2012, our tax position delivered a third straight year of significant cash tax savings and our cash taxes paid in 2012 were $30 million.

As we discussed in our third quarter call, we were pleased with the $600 million bond offering that funded early in the fourth quarter. This transaction extends our maturities, adds to liquidity and strengthens our investment-grade balance sheet.

We used a portion of the proceeds to purchase $350 million of our outstanding senior notes through a tender offer. As a result of this tender offer, we incurred a fourth quarter charge of $74 million associated with the extinguishment of this debt, which is consistent with what we had told you on our third quarter call.

With that review of 2012 performance, I now ask that you turn to Slide 12, where I will touch on some additional corporate guidance for 2013 before I hand it back to Mike for final comments. We anticipate that corporate expense in 2013 will grow to about $110 million to $120 million.

Expenses will be higher in anticipation of incentive compensation levels consistent with improved performance. We have continued to focus on spending discipline and this will continue into 2013.

For 2013, we expect capital spending to be about $380 million. Reported capital spending will include approximately $50 million of spending to rebuild our Kearny, New Jersey, Roofing facility, which was damaged during Hurricane Sandy and is covered by insurance.

As a result, net capital spending will be roughly in line with depreciation and amortization of about $350 million. As a result of our tax NOL and successful tax planning, we expect our cash tax rate in 2013 to be approximately 10% to 12% on adjusted earnings.

Our effective tax rate on adjusted earnings in 2013 will be 25% to 28%. Thank you, and now I'll hand the call back to Mike.

Thank you, Michael. As I said earlier, our focus in 2013 is to deliver improved financial performance in all 3 of our businesses.

On the strength of an improving housing market in the U.S. and modest global growth, we anticipate overall improvement of at least $100 million in EBIT, and we anticipate that the rate of the U.S.

recovery and margin performance in Building Materials businesses will largely determine the upside to our guidance. We believe that we're off to a good start through the first month and a half, and are looking forward to delivering improved financial performance this year.

Now I'd like to turn the call over to Thierry, who will lead us in the question-and-answer session. Thierry?

Thank you, Mike. Larissa, we're now ready to begin the Q&A session.

A lot of questions, but let me just limit it to 2. If you could elaborate a little bit more on the Roofing outlook.

Obviously, we've been hearing good things about pricing and you've indicated as much. But I was curious if you could give us an idea of what we should anticipate here in terms of the first quarter or second quarter benefit from any of the price activities that you've mentioned and if you could incorporate in your answer a discussion of maybe any pull forward of volume and how that may affect the numbers we might see in 1Q or 2Q.

Sure, Stephen, thanks, and thanks for joining the call. Let me talk a little bit about kind of the shape of the year and the difference we see in how we finished out 2011 versus 2012.

Through the course of the fourth quarter of 2011, we did see roofing prices falling a bit, and then we saw pretty aggressive winter discounting into the first quarter of 2012. So we were coming off of a quarter where prices had weakened, and then we had aggressive discounting in addition, and sold a lot of volume in the first quarter at those depressed margins, and that really cast a shadow over all of 2012 performance in Roofing.

This year, we saw stable pricing through the fourth quarter so we didn't see that decline into the year end, and then we saw a bit more discipline in the winter buy program that we were able to put into the marketplace with our customers. Our expectation would be that volumes may be a bit weaker in the first quarter this year than they were last year.

We would say that's a good thing. We would expect that volumes in the second quarter would probably track replenishment rates for our customers, and that's very hard for us to forecast because that's going to be weather-dependent.

That's going to be storm-dependent, and that's going to be dependent on the rate of overall recovery of the reroof market. But we would expect that once we get out of the first quarter, our distribution customers in particular will broaden some inventories -- probably not as pronounced a position as they were in last year.

They would have done that at a little bit better margins for us based on the shape of how prices have played out through the first quarter. And then on a full year basis, given that we feel comfortable with our share position and we feel comfortable with the overall market outlook that it should be stable to up, we'd expect that through the year, we would see full year volumes that are probably comparable to what we saw last year.

I guess, within that, I'm just trying to zero-in a little bit more on understanding the roofing margins that we could expect in 1Q. Oftentimes, there's -- those are the first Q in -- fourth Q and 1Q are typically the weakest, but curious as to whether or not we're going to, in 1Q, see any benefit from the price increases that you -- that I think the industry put through in February or if it's likely that, that won't be seen in 1Q.

Right now, when you talk about the announced price increase, we announced a price increase here in the first quarter that's effective, really, at the end of the first quarter, early second quarter. I think we will primarily see that price increase impacting our performance in the second quarter.

We'll need that pricing though, in that we do expect that we will see cost inflation. I think those of us who are following gasoline prices and refinery economics know that you are seeing quite a bottleneck today in refineries and that refined products are getting more expensive.

We expect that will have an impact on asphalt. So we will expect to see inflation through the year.

We feel like we're in a good position though from a pricing point of view that we should be able to recover the inflation we see. But for the first quarter, I don't think the impact on margins will be so much related to the price increases we've announced this year.

It will be much more related to finishing last year with a little bit better pricing and margins than we saw at the end of '11, and then a more disciplined approach to the winter buys in the first quarter 2013 than what we saw in '12. I think those would be the 2 benefits that you'll potentially pick up in first quarter margin this year.

First question on Composites. At one point in time, you had talked about a $60 million improvement in total EBIT for the segment as I recall, based on your action, based on what you're expecting from the market.

I was wondering whether that still held in your mind or whether what appears to be a little bit weaker fourth quarter than you were expecting moderated your view there. And a related point, as I look at the international component within Composite revenues, it dropped at a quicker rate in the fourth quarter than the third quarter.

I'm assuming that's related to the market weakness, but did you think that you lost any market share there?

Okay, let me take this, George. This is Mike.

Let me take the second half of your question first, and then I'll come back to the first half. I think, primarily, the reduction in revenue in the international segments was exchange-rate driven.

So we saw that, obviously, the euro was weaker versus the dollar last year than it had been in the prior years, and I think that's primarily exchange rate. We saw some inventory adjustments, I think, particularly in Europe in the fourth quarter.

I wouldn't think that we lost share. So from a share point of view, we think our share position is stable and that, primarily, that would be year-end inventory reductions by our customers that would have driven weaker demand for us as well as exchange rate.

I think most of us who -- most of our investors who follow the Composites business carefully do know that our market share in China is a bit weaker than our market share in Europe and the U.S. So any year where China grows faster than the U.S.

or Europe, on a mix basis, we do lose some market share, but we tend to measure our market share by geography, and we're pretty comfortable that our market share by geography is stable. To your first question, our prior guidance, when we talked about the asset rationalization in Europe, the commissioning of the 2 low-cost melters, some of the other headcounts and other cost reductions that we had executed in our Composites business, we said it would lead to $60 million of operating leverage in 2013.

I think maybe I could have been clearer when I gave that guidance that, that was the operating leverage piece of the P&L. And then, obviously, the 2 other factors that would have a big impact on the P&L would also be what happens to price year-over-year and then what happens to inflation year-over-year.

If you look at our K, where we detailed 2012, we had about $100 million decline in performance in Composites, and we broke that out in the K as being about $60 million, which was pricing inflation, and we said that was about half-half. We said it was equal parts pricing inflation.

The remainder was kind of negative operating leverage. So last year, we declined by about $100 million, and we did that with negative price, negative inflation and negative operating leverage.

I think what we're saying this year is we still feel comfortable that we should see about $60 million of positive operating leverage in the year. We think nominal prices are about flat.

We've gotten price in some parts of the world. We've gotten price in some product lines.

There's some other places where it's been a bit more competitive, and we've lost a bit of price. So on balance, we didn't go backwards on price the way we did entering 2012.

We didn't make enough progress on price, though, to offset our inflation, and we'd say probably our inflation outlook for 2013 is pretty comparable to what we had in 2012. So whereas last year, we were negative in all 3 variables, negative price, negative inflation, negative operating leverage.

This year, we still see the big positive operating leverage we advertised earlier probably neither impacted significantly, positively or negatively, by price based on where we sit today, and probably some offset related to inflation. Now as we get further into the year, I did say in my prepared comments, one of our focal points in that business is at some point, we need to get back to the ability to price our products in a way to recover at a minimum inflation, and then, ultimately, we'd like to get in a position where we can get some price authority that would allow us to start to expand margins and improve returns.

First question on just going back to the Composites segment for a moment. I was wondering if you could kind of review the pluses and minuses of 4Q margins versus 3Q margins.

The 4Q margins were certainly better than we were looking for, and I know that you mentioned -- I believe you mentioned that you didn't fully hit your inventory reduction target for the quarter. I don't know if I heard that correctly, but I was wondering if you could kind of discuss that potential impact on 4Q results relative to 3Q, and if there were any other kind of pluses or minuses and how that translates into your outlook for down year-over-year margins in 1Q.

Michael, at a high-level, let me hit a couple of the points that come to my mind on that question, and then I'll look to Michael to see if he wants to add anything else. I think one thing that would have impacted margins sequentially is, if you remember, when we talked in the third quarter, we did have a little bit of challenge with the startup of our facility, particularly in Mexico.

So that was a bit of a drag on margins in the third quarter. We got that facility running pretty effectively by the end of the third quarter.

We did have some higher cost inventory from that facility carry over into the fourth, but I would say that was a net adder from the third quarter to the fourth quarter, the improved performance in Mexico. We do have some year-end accruals in our Composites business that are -- tend to be volume related with us some of our customers.

And given that it was a little bit weaker volume year for us -- in weaker volume years that tends to support fourth quarter margins a little bit, where we're accruing that stuff through the year and then we get a little bit of benefit in the fourth quarter. I would say that probably helped the sequential third quarter to fourth quarter review.

I think, if you look at fourth quarter of '12 versus fourth quarter of '11, that's probably a less prevalent impact because year end is year end. In both of those years, volumes were a little bit weaker than we expected.

And then I would say the third thing is we did ramp production a little bit earlier than we expected. We looked at our ramp up plan and realized that we had maybe put some risk into 2013 by trying to turn on a lot of new production positions all at once.

Our technical teams had been really working very hard to commission new melters and do some of the asset rationalization. We decided to stretch that ramp curve a bit and brought some of the ramp-up in the fourth quarter, pushed the first quarter where we spread it a bit more through the first quarter.

So I think you hear in the nature of our remarks today that maybe helped our fourth quarter a little bit. It will maybe drag a little bit more through the first quarter.

Michael said today that we do not expect to comp positively in the first quarter, but by the end of the first quarter, we'll have got that whole ramp done, and then we feel pretty good about the rest of the year.

Great. And it's a helpful walk through.

The second question on the Insulation margins, continue to see positive results in 4Q, but if you look at also 3Q, you had a $15 million year-over-year profit improvement. In 4Q, you had a $9 million profit improvement.

I was just wondering if there was anything seasonally or sequentially that impacted 4Q that the year-over-year improvement dropped off just a little bit and how you're looking at pricing trends going into 2013.

Okay, great. We've been pretty much characterizing our view of what we're looking for from the Insulation business in operating leverage terms and have cautioned investors -- and I think we've been on the good side of this story and the challenging side of this story a couple of times in the quarter over the course of the last year -- that we think about 50% operating leverage over a 3-year period of time, 2012, '13, '14 is what we're looking for from the business.

We're not going to see that every quarter. We're going to have some quarters that are better, some quarters that are worse.

Our operating leverage rev and EBIT change to revenue change wasn't quite as strong in the fourth quarter, but we'd just come off 2 very strong quarters. So in the second quarter, it was over 100%.

In the third quarter, it was about 80%. I think the operating leverage you're referencing now on the fourth quarter will be closer to 39% or 40%.

For the full year, we were at 59%, which we felt pretty good about. That's above the trend line of 50%.

So I wouldn't read anything specifically into the fourth quarter number besides the timing of pricing, the timing of shipments, the timing of production. We're not always going to have exactly the same operating leverage in any given quarter.

Your follow-on question related to kind of what's the price outlook now. We're very happy with the price execution we saw on the year-end price increase.

So we had a year-end price increase that was effective right around January 1. That has gone into the industry in a way that our customers are buying at that price, and we feel that that's a pretty stable price for us.

So we believe we've established a new price level with our customers, which is very, very important to us. And obviously, our uncertainty around the guidance relates to how far and how fast we can continue to make progress on pricing.

And just remind us that price increase?

It was an 8% to 10% price increase.

On the Roofing side, can you actually quantify what the drag will be in 2013 from the normalization of storm activity that you talked about? And just putting that together with -- I recall, in 2012, it was a particularly hot summer, and there were some destocking that occurred.

So just how that comes together to impact volumes.

Yes, that's fine, Mike. Let me start from kind of a macro level and work my way down, which is we put out a slide in our investor deck.

We don't put it out quarterly with our earnings, but we tend to update it in our Investor deck, which is we break the Roofing market into 3 parts of a bar chart. There's the reroof piece, there's the new construction piece, and then there's the storm piece.

And when you go through that chart, which is out on our website in our investor deck, the new construction piece at these levels of new construction has been less than 20% of the overall market. The reroof piece has continued to be kind of 75% of the overall market and average storm demand, which has been kind of in the 8 million to 10 million squares range has been the more volatile portion of the market.

So coming into this year, if we look at our estimates versus where we finished '12, we would expect new construction demand to be up. So that's going to pretty much track housing starts we would expect.

So we'll get some growth there. We think reroof demand has now been flat to growing the last couple of years, and generally, the most important macro for that has been existing home sales.

So as you see more house activity and you tend to see more reroof demand, that's been a little bit muted in this recovery, and we think, largely, that's driven by house prices and a lack of equity in homes. So now that we're starting to see recovery in house prices and improvement in existing home sales, we'd expect that within those transactions, we're going to see more roofs, get reroofs.

So we certainly wouldn't expect reroof in 2013 to be worse than 2012, and we would expect to start seeing a recovery back to historical levels. Right now, reroof demand is 10% to 15% below what we believe is a normal level.

So there's some good progress to be made in terms of growth with reroof recovering. Now we put storm demand in 2012 as being maybe 20% above what would be a 15-year average, but in that storm demand, it's typically about 10% of the market.

That's a couple of points of overall market. So if we were to see storms at average, that's maybe a 2% or 3% headwind in terms of what we would see in terms of overall market growth.

We would expect new construction in reroof would offset that. So probably at the low end of our estimate, we think it's about a flat market.

And then if we were to see some pick up in reroof or maybe some upside performance in new construction, maybe we'd see actual market growth in 2013 on average storms. Now you can have below average storms so that could be even more of a challenge for us or, obviously, if we saw some storms earlier in the year or in the second half of the year, that would be something that would drive more demand.

I hope that's a fuller explanation that helps you.

Okay. And price not fully offsetting cost in the Composites segment, is this something that is from your current viewpoint or are you going to try to anticipate additional price increases to recoup that cost inflation?

Generally, pricing in Composites, the most active time of the year for price negotiation and price heading in the Composites industry tends to be around year end. So we have reasonably good visibility as we enter the year on what we think happened at the year-end price negotiations, which tend to be the most active.

We are expecting this year we've now seen about 4 straight years where the rate of capacity addition in the industry is well below the demand growth. So even though demand has not been as vibrant as we would have hoped, I think you've seen some of our investor presentations where we believe in China, the rate of capacity addition has not kept up with the rate of capacity, the rate of demand growth in China.

So China, excess capacity has been net shrinking. We've seen additional rationalization by us and other players in the industry.

So demand is slowly growing into capacity in the industry, and we're seeing some product lines in some geographies where, potentially, we would have the opportunity to come back through the middle of the year and look for opportunities to take price because we think that the products may be in more demand. So while we certainly don't give an outlook to that and it's very uncertain because we don't have a great and strong pricing track record on our Composites business.

We do feel pretty comfortable today saying that price deterioration for 2013 would be contained. We think the year-end price negotiations have left us in a position where pricing is fairly neutral to maybe slightly positive coming into '13 in total, and that potentially through this year, we'd have an opportunity to improve upon that outlook.

Mike, you talked about upside to '13 guidance. I think I'm a little confused, I guess, and if you could clarify because it seems to be one of the big questions I've had today.

How much price do you have in your at least $100 million EBIT growth? You talked about Insulation.

Price has gone in, you said you're confident, you don't know how much. So how much of that 8 to 10 in Insulation is in?

How much of the 10 to 14 in Roofing is in? So we could have some degree of what "at least" means for your EBIT leverage?

It's obviously a great question. So one thing that we're sensitive to, obviously, is we have had quite a bit of challenges forecasting, I think, in particular, our Building Materials businesses as it relates to margins.

And so as we look at our outlook, there's the things we have in hand today and there's the things we know could have an impact on margin performance through the year, some of which are price-related, but candidly, some of which are inflation-related as associated with asphalt cost in Roofing, and some of which are weather-related like storm demand in Roofing. So there's still a bunch of variables out there in terms of input cost, overall demand levels.

We're going to see 10.5 more months develop through the year before we have [indiscernible] our guidance today is primarily based on what we see today. So we know that we came into the year with better prices in Insulation so we feel comfortable incorporating that into our guidance.

We know that we came out of 2012 with better prices in Roofing so we've incorporated that into our guidance, and we know that we created $60 million [indiscernible] average in Composites, which will be in some ways offset by inflation, and we've incorporated that into our guidance. As we move through the year, market conditions, demand levels and inflation [ph] allow us to continue to make progress on margins in our Building Materials business.

That would largely be the upside to the guidance we've given.

Okay. Mr.

McMurray, you commented in Composites that 1Q '13 would be -- I think you said worse than '12. Were you referring to the fiscal year margins, first quarter margins in '12 -- I mean they're pretty similar, a?

And then b, the $60 million, which you talked about before, Mike, in the Composites -- it's going to be a little bit less than that -- but you did have $30 million of cost inflation or input inflation, is that -- you said that was going to be a similar number, is that kind of the ballpark that we should think about the benefit you get and then there's still the drag on input cost given kind of a flat pricing outlook?

On your first quarter question, so in my prepared remarks, I talked about first quarter '13 versus first quarter '12, and that we expected that performance to be down year-on-year primarily because we expect to produce less in the first quarter of '13 versus '12 as we're ramping up our asset base. Now in regards to your inflation question, yes, I think as we sit here today, our expectation around inflation would probably be similar to what we've seen in 2012.

Not sure if you want to add anything else to that, Mike?

No. I would say that we're enjoying pretty low energy costs here in the United States so it's a little bit easy to lose track of inflation in global businesses.

But in the rest of the world, energy inputs, transportation costs, chemicals that come off of energy -- chemicals that come off of oil-related feedstocks, we're seeing inflation in those categories similar to what we saw last year and we're seeing labor cost inflation. Now that's a little bit of a drag on our performance this year, but I think it's a bit of a good news, bad news story because the places where we're seeing the most labor cost inflation are developing countries like China and India -- that also tends to be where we're seeing the fiercest competition on an export basis into places like Europe and the United States.

So given that we have a low-cost asset base sited in Europe and the United States, where in particular in the United States, we see more muted inflation and in Europe, we're improving our cost position, having some inflation in developing countries will put pressure on exporters that are coming into markets where we think we're well-positioned with low-cost assets.

I was just trying to kind of understand better. You historically said that the Composite business could do a 10% operating margin and obviously, you're doing some strong operational moves to reposition the asset base to lower-cost geographies, but there are also some takes there.

What do you think -- is the 10% margin achievable on a consistent basis? Or do you feel that these headwinds will make that difficult to achieve in the near term?

Or what's your longer-term view on the business?

Well, I think in today's call, Bob, we maybe brought the Composites pricing story a little bit more prominently into our discussion of the business, and that's probably appropriate at this time. If you look at 2011 operating margins -- our 2012 operating margins were around 5%.

In 2011, we were at 10% so we demonstrated that level of performance. We had negative operating margin -- negative operating leverage in 2012, but as we detailed in the K, we had about $60 [ph] million of negative real price.

So inflation plus nominal price declines were $60 million, which is about 3% of revenues. So even with operating leverage at 0 or positive, we gave up 3 points of margin to real price decline and then this year, what we're saying is we're going to lose about 1/2 of that related to real price decline, and that nominal prices are basically about flat.

If you listened to our comments, we think the inflation level's about the same. So if we lost 3% of real price last year, we lost 1.5 on real price this year, that's 4.5 points of margin.

The theme on the cost side is we've got some operating leverage that will allow us to get some improvement. At $60 million, that was about 3 points of operating leverage to revenue, but it now has a headwind of about 4.5 points of real price decline.

So we're digging our way back out of a cost program that was designed to get us back to double-digit margins, which today is really being used primarily to overcome real price declines. I think we need to see the market get back to a condition in terms of utilization where we can at least get nominal prices to cover inflation, and we stop losing real price so that we can start keeping our own productivity as a way to enhance our margins and then, ultimately, we'd like to see nominal prices exceed inflation and actually see real prices increase and start to add to our margin rates.

Typically, in this industry, that has been utilization-driven. We talked at our last Investor Day last year and will update that this year when we do our Investor Day of what our view is on capacity utilization, but certainly, the trend there are that there has been demand growth without a lot of capacity being added.

So capacity utilization is healing. It's healing at different rates based on products and different rates based on geographies.

So I don't think we're going to see a broad-based tightness in the industry, but we do expect that this year, we'll start to see some tightness in some product lines and some geographies, which should potentially allow us to demonstrate to our investors the ability to get nominal price, start covering some of this inflation and start working our margins back. So I don't think double digit margins are at all unrealistic for this business.

We don't think the returns that we're experiencing are acceptable. Our competitive benchmarking would say that we don't believe our competitors' returns are acceptable.

So at some point, price is going to have to be part of the equation to get returns back to acceptable levels before we see reinvestment. And right now, we're not seeing reinvestment so our view on the market is pretty consistent with the actions that we're seeing in the marketplace.

That's very helpful. That makes sense.

Can you talk about Insulation just for a second? What are you expecting in terms of volume growth on the international and commercial side as opposed to residential for this year?

Yes, let me talk about international and maybe I'll have Michael talk about commercial. On the Insulation side, our international markets, we report the U.S.

and Canada together. So our primary market that we're reporting in the Insulation business is Asia Pacific when we talk about international, which is a pretty nice business that we built primarily in China.

We're actually putting some capital into that business this year. So we're going to build out some additional capacity and go further inland.

I think that's pretty consistent with most companies in China, in that they're seeing more opportunity and growth in some of the bigger cities in Western China. Today, I think some of our growth opportunity is limited there because of our geographic footprint, also our capacity.

So we're not looking for a big year of growth in the international segment, but I think that's not so much opportunity-driven. I think that's more -- we're at a next kind of step in our progress to be able to move geographic and market opportunity for ourselves, which will allow us to grow again.

So I would say modest growth and certainly something that will be overwhelmed by our expectations of how much growth we'd see in new construction in the U.S. I'll let Michael talk about the U.S.

and Canadian commercial market.

Yes, thanks, Mike. To talk a little bit about commercial, I mean, one thing that I'd point out about our commercial Insulation business is that it tends to be more specified and more engineered.

And so during the downturn, the price compression was far less than what we've experienced in, say, our residential channel. From a demand perspective, I mean our outlook is probably consistent with others.

I mean, we expect that commercial is going to lag residential probably 12 to 18 months. So we would not expect to see the same type of growth rates in commercial for '13 versus residential.

We expect to see some growth, but it's going to be pretty moderate.

Mike, I guess just the one question is trying to understand some of the pricing actions on the Roofing side just from a timing standpoint. I think most of the industry, including yourself, had initially announced for an early February price increase, and then that got delayed, and you said today that you don't think that price announcements will really impact results until late first quarter, early second quarter.

So can you just talk about what goes into a decision like that to delay the price and how that should be thought of in the context of more disciplined actions, thus far, on the pre-buy?

Sure. I think the facts that Dennis is referring to, would be that early this year or late last year -- I don't have the timing in front of me -- we announced a price increase that would have been for February of the first quarter.

I think it was late in 2012. Around that same time, we were trying to figure out what we thought would be a competitive program for winter buys, really achieving the 3 objectives I laid out in our third quarter call.

So we've said we think winter buys are an appropriate part of the market. That said, our goal would be to try to pass some lower-cost asphalt in the winter to our customers to give them a little bit lower cost inventory to give them an incentive to help us run our facilities in the winter, which is seasonally weak, and also to ensure that they have some of our inventory in their distribution yards in the first quarter so that if we get an early thaw, if we get some storms, if the reroof market picks up early, we're not scrambling to try to get them some product and we miss some sales.

So there's good logic to why the industry has historically done winter buys. What we saw last year was we gave incentives that were far too aggressive in terms of achieving those goals and in fact, we distorted the entire year by putting a lot of very, very low-cost inventory into the distribution channel in the first quarter, which hurt us as a manufacturer and also hurt our customers because many of the distributors spent the year trying to figure out where was market pricing based on the value of their inventories and the value of their competitor's inventory, and it wasn't a constructive environment for distribution either.

So when we came into this year as we were framing out our winter buy program, we also announced a price increase for the first quarter. I think as the quarter came into focus, most of the negotiation came around how much volume would we have customers buy from us under the program that we had given them for winter buys.

That tended to dominate the discussion and made it pretty difficult to see how you would work a price increase into that discussion during the quarter. So effectively what's happened is we have the winter buy volumes that will ship in the first quarter.

That price will become effective on non-winter buy volumes, which will effectively be the volumes that aren't bought in the first quarter, and that's why it becomes effective at the end of the quarter or beginning of the second quarter. So that's kind of the dynamic.

It's much more the negotiation of the volumes inside the buys and then you get to the price increase once those volumes have been satisfied, and that's the way we're managing our market position with our customers.

That's fairly helpful. So how do you as a manufacturer and other manufacturers protect against significant buys in the first quarter that ultimately kick that price increase down even further because there's not the need to reorder?

Well, I certainly can't speak for the other manufacturers. I can only speak for Owens Corning's view on this.

But our view was to go back and spend a lot of time with our team reminding them why we do winter buys, and I think those 3 principles I laid out are 3 principles that are probably hanging in a lot of offices in Owens Corning in terms of trying to make sure that we had very, very clear discipline on what we wanted to accomplish with winter buys. Obviously, the distributors have an incentive to want to buy a lot of low-cost inventory in the first quarter, but if you give lower discounts, then the risk profile of them bringing in too much inventory and the incentive for them bringing too much inventory swings a bit, and I think it becomes much more rational for them to want to buy some product, and then let the year progress and bring additional product in on a replenishment basis.

So last year, where our buy program was so aggressive, there was really no trade-off. The risk profile for our distributor -- they were much more biased.

They just wanted to bring in lots and lots of inventory. I think we found a sweeter spot this year where we've given them enough incentive that they're helping us ship some product and load some business here in the first quarter, but it hasn't been such an aggressive incentive that they want to buy a full year's worth of production here in the first quarter.

So that's the balancing act, and I think it got a lot of our focus and a lot of our intention, and we've tried to manage that very effectively over the course of the last 90 days.

Okay. And then if I could just ask one quick one on Composites, what's the underlying volume assumption that's embedded in the $60 million of operating leverage in the year?

About 3% market growth on a global basis, which is about consistent with what we've said in the third quarter. We had originally -- a couple of years ago, when we had talked about getting to double-digit operating margins, we had embedded in that what our historical levels of market growth, which is kind of in that 5% to 6% range.

I think it was the third quarter call, maybe in the second quarter call where we said we think 2012 growth would only be about 3%. We also now think 2013 growth would be at about that level.

So in effect, it's taking us 2 years of growth today to get to what looks like should be about a year of growth 2 years ago, and that's primarily related to Europe. The thing I want to emphasize though and draw a line underneath is we're still talking about growth here.

So we have seen, despite the turmoil in Europe, despite some weakness and disappointment last year in India and Brazil, despite China slowing down for a period of time, all the different themes that we've talked about that have impacted the global Composites market, we've continued to see fairly consistent growth in that market since the 2008 crisis -- just not at the levels we had hoped for.

Excellent. Well, thank you, everyone, for joining us for today's call and with that, I'll hand it over back to Mike for some closing remarks.

Okay, thanks, Thierry. Well, first of all, thank you, everyone, for joining us on today's call.

We always appreciate your interest in our company, and your diligence in your evaluation of our performance. I hope you heard from today's call that the Owens Corning team is in action, working on those things that are most important to delivering shareholder value.

In addition to our great safety performance and our ongoing focus on safety, we have a clear and I think distinct focus on improving the margins in our Building Materials businesses through the year, a clear and distinct focus on getting the operating leverage in Composites that we worked so diligently in 2012 to create, to get at least a portion of that through to our financial results in 2013, and it's really that focus and that action that underpins the core guidance we've given today. In 2013, we do expect to deliver improved financial performance in all of our businesses.

With improved housing and modest global growth, we anticipate that, that improvement will be at least $100 million on the EBIT line, and we anticipate that the rate of the U.S. recovery and the margin performance in our Building Materials businesses will largely determine the upside to our guidance.

So we're coming into the year energized. We're coming into the year focused, and we're certainly excited to start putting some quarters behind us with improved financial results so that we can talk about the progress we have made and the future that we see for our company.

Thanks for joining us. Bye-bye.