CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | The following Condensed Consolidating Financial Statements present the financial information required with respect to those entities which guarantee certain of the Company’s debt. The Condensed Consolidating Financial Statements are presented on the equity method. Under this method, the investments in subsidiaries are recorded at cost and adjusted for the Company’s share of the subsidiaries’ cumulative results of operations, capital contributions, distributions and other equity changes. The principal elimination entries eliminate investment in subsidiaries and intercompany balances and transactions. During the second quarter of 2015, the Company discovered that certain Property, plant and equipment, net of the Parent was incorrectly classified as assets of the Guarantor Subsidiaries rather than the Parent in the 2014 Condensed Consolidating Balance Sheet. The misclassification increased and decreased previously reported Parent and Guarantor Subsidiaries' Property, plant and equipment, net by $112 million , respectively, decreased the Parent's Investment in subsidiaries by $112 million , and decreased the Guarantor Subsidiaries' Additional paid in capital by $112 million . The effect of correcting these classification errors was not material to the 2014 consolidating financial information, and the related amounts presented for 2014 have been revised. Guarantor and Nonguarantor Financial Statements The Senior Notes and the Senior Revolving Credit Facility are guaranteed, fully, unconditionally and jointly and severally, by each of Owens Corning’s current and future 100% owned material domestic subsidiaries that is a borrower or a guarantor under Owens Corning’s Credit Agreement, which permits changes to the named guarantors in certain situations (collectively, the “Guarantor Subsidiaries”). The remaining subsidiaries have not guaranteed the Senior Notes and the Senior Revolving Credit Facility (collectively, the “Nonguarantor Subsidiaries”). OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED JUNE 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 998 $ 510 $ (94 ) $ 1,414 COST OF SALES 1 800 399 (94 ) 1,106 Gross margin (1 ) 198 111 — 308 OPERATING EXPENSES Marketing and administrative expenses 30 70 30 — 130 Science and technology expenses — 15 3 — 18 Charges related to cost reduction actions — — — — — Other expenses (income), net (9 ) 6 7 — 4 Total operating expenses 21 91 40 — 152 EARNINGS BEFORE INTEREST AND TAXES (22 ) 107 71 — 156 Interest expense, net 24 1 1 — 26 Gain on extinguishment of debt (5 ) — — — (5 ) EARNINGS BEFORE TAXES (41 ) 106 70 — 135 Less: Income tax expense (benefit) (14 ) 37 21 — 44 Equity in net earnings of subsidiaries 118 49 — (167 ) — Equity in net earnings of affiliates — — 1 — 1 NET EARNINGS 91 118 50 (167 ) 92 Less: Net earnings attributable to noncontrolling interests — — 1 — 1 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 91 $ 118 $ 49 $ (167 ) $ 91 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED JUNE 30, 2014 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 925 $ 529 $ (99 ) $ 1,355 COST OF SALES (4 ) 768 442 (99 ) 1,107 Gross margin 4 157 87 — 248 OPERATING EXPENSES Marketing and administrative expenses 28 70 32 — 130 Science and technology expenses — 15 5 — 20 Charges related to cost reduction actions — — — — — Other expenses (income), net (6 ) 12 19 — 25 Total operating expenses 22 97 56 — 175 EARNINGS BEFORE INTEREST AND TAXES (18 ) 60 31 — 73 Interest expense, net 28 1 2 — 31 EARNINGS BEFORE TAXES (46 ) 59 29 — 42 Less: Income tax expense (benefit) (18 ) 22 17 — 21 Equity in net earnings of subsidiaries 49 12 — (61 ) — Equity in net earnings of affiliates — — 1 — 1 NET EARNINGS 21 49 13 (61 ) 22 Less: Net earnings attributable to noncontrolling interests — — 1 — 1 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 21 $ 49 $ 12 $ (61 ) $ 21 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE SIX MONTHS ENDED JUNE 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 1,839 $ 971 $ (189 ) $ 2,621 COST OF SALES 1 1,521 771 (189 ) 2,104 Gross margin (1 ) 318 200 — 517 OPERATING EXPENSES Marketing and administrative expenses 62 138 59 — 259 Science and technology expenses — 29 6 — 35 Charges related to cost reduction actions — — — — — Other expenses (income), net (17 ) 12 14 — 9 Total operating expenses 45 179 79 — 303 EARNINGS BEFORE INTEREST AND TAXES (46 ) 139 121 — 214 Interest expense, net 48 2 2 — 52 Gain on extinguishment of debt (5 ) — — — (5 ) EARNINGS BEFORE TAXES (89 ) 137 119 — 167 Less: Income tax expense (benefit) (29 ) 46 40 — 57 Equity in net earnings of subsidiaries 169 78 — (247 ) — Equity in net earnings of affiliates — — 1 — 1 NET EARNINGS 109 169 80 (247 ) 111 Less: Net earnings attributable to noncontrolling interests — — 2 — 2 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 109 $ 169 $ 78 $ (247 ) $ 109 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE SIX MONTHS ENDED JUNE 30, 2014 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 1,836 $ 985 $ (188 ) $ 2,633 COST OF SALES (4 ) 1,519 824 (188 ) 2,151 Gross margin 4 317 161 — 482 OPERATING EXPENSES Marketing and administrative expenses 60 136 66 — 262 Science and technology expenses — 30 9 — 39 Charges related to cost reduction actions — 1 11 — 12 Other expenses (income), net (16 ) 14 (10 ) — (12 ) Total operating expenses 44 181 76 — 301 EARNINGS BEFORE INTEREST AND TAXES (40 ) 136 85 — 181 Interest expense, net 54 2 2 — 58 EARNINGS BEFORE TAXES (94 ) 134 83 — 123 Less: Income tax expense (benefit) (36 ) 9 9 — (18 ) Equity in net earnings of subsidiaries 199 74 — (273 ) — Equity in net earnings of affiliates — — 1 — 1 NET EARNINGS 141 199 75 (273 ) 142 Less: Net earnings attributable to noncontrolling interests — — 1 — 1 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 141 $ 199 $ 74 $ (273 ) $ 141 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE THREE MONTHS ENDED JUNE 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 91 $ 118 $ 50 $ (167 ) $ 92 Currency translation adjustment (net of tax) 7 — — — 7 Pension and other postretirement adjustment (net of tax) (2 ) — — — (2 ) Deferred gain (loss) on hedging (net of tax) 2 — — — 2 COMPREHENSIVE EARNINGS 98 118 50 (167 ) 99 Less: Net earnings attributable to noncontrolling interests — — 1 — 1 COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 98 $ 118 $ 49 $ (167 ) $ 98 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE THREE MONTHS ENDED JUNE 30, 2014 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 21 $ 49 $ 13 $ (61 ) $ 22 Currency translation adjustment (net of tax) 11 — — — 11 Pension and other postretirement adjustment (net of tax) (1 ) — — — (1 ) Deferred gain (loss) on hedging (net of tax) (1 ) — — — (1 ) COMPREHENSIVE EARNINGS 30 49 13 (61 ) 31 Less: Comprehensive earnings attributable to noncontrolling interests — — 1 — 1 COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 30 $ 49 $ 12 $ (61 ) $ 30 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE SIX MONTHS ENDED JUNE 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 109 $ 169 $ 80 $ (247 ) $ 111 Currency translation adjustment (net of tax) (43 ) — — — (43 ) Pension and other postretirement adjustment (net of tax) 6 — — — 6 Deferred gain (loss) on hedging (net of tax) 3 — — — 3 COMPREHENSIVE EARNINGS 75 169 80 (247 ) 77 Less: Net earnings attributable to noncontrolling interests — — 2 — 2 COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 75 $ 169 $ 78 $ (247 ) $ 75 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE SIX MONTHS ENDED JUNE 30, 2014 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 141 $ 199 $ 75 $ (273 ) $ 142 Currency translation adjustment (net of tax) (5 ) — — — (5 ) Pension and other postretirement adjustment (net of tax) 2 — — — 2 Deferred gain (loss) on hedging (net of tax) (1 ) — — — (1 ) COMPREHENSIVE EARNINGS 137 199 75 (273 ) 138 Less: Comprehensive earnings attributable to noncontrolling interests — — 1 — 1 COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 137 $ 199 $ 74 $ (273 ) $ 137 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 2015 (in millions) ASSETS Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS Cash and cash equivalents $ — $ 5 $ 75 $ — $ 80 Receivables, less allowances — — 853 — 853 Due from affiliates — 3,063 — (3,063 ) — Inventories — 508 278 — 786 Assets held for sale — — 13 — 13 Other current assets 12 144 92 — 248 Total current assets 12 3,720 1,311 (3,063 ) 1,980 Investment in subsidiaries 7,519 2,525 559 (10,603 ) — Due from affiliates — — 851 (851 ) — Property, plant and equipment, net 473 1,325 1,093 — 2,891 Goodwill — 1,127 41 — 1,168 Intangible assets — 980 225 (195 ) 1,010 Deferred income taxes 31 345 27 — 403 Other non-current assets 29 62 136 — 227 TOTAL ASSETS $ 8,064 $ 10,084 $ 4,243 $ (14,712 ) $ 7,679 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 49 $ 726 $ 150 $ — $ 925 Due to affiliates 2,019 — 1,044 (3,063 ) — Short-term debt — — 9 — 9 Long-term debt – current portion — 2 1 — 3 Total current liabilities 2,068 728 1,204 (3,063 ) 937 Long-term debt, net of current portion 1,888 14 263 — 2,165 Due to affiliates — 851 — (851 ) — Pension plan liability 288 — 126 — 414 Other employee benefits liability — 233 14 — 247 Deferred income taxes — — 27 — 27 Other liabilities 112 180 44 (195 ) 141 OWENS CORNING STOCKHOLDERS’ EQUITY Preferred stock — — — — — Common stock 1 — — — 1 Additional paid in capital 3,950 6,334 1,781 (8,115 ) 3,950 Accumulated earnings 874 1,744 744 (2,488 ) 874 Accumulated other comprehensive deficit (584 ) — — — (584 ) Cost of common stock in treasury (533 ) — — — (533 ) Total Owens Corning stockholders’ equity 3,708 8,078 2,525 (10,603 ) 3,708 Noncontrolling interests — — 40 — 40 Total equity 3,708 8,078 2,565 (10,603 ) 3,748 TOTAL LIABILITIES AND EQUITY $ 8,064 $ 10,084 $ 4,243 $ (14,712 ) $ 7,679 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2014 (in millions) ASSETS Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS Cash and cash equivalents $ — $ 1 $ 66 $ — $ 67 Receivables, less allowances — — 674 — 674 Due from affiliates — 2,858 — (2,858 ) — Inventories — 527 290 — 817 Assets held for sale — — 16 — 16 Other current assets 7 132 94 — 233 Total current assets 7 3,518 1,140 (2,858 ) 1,807 Investment in subsidiaries 7,392 2,590 558 (10,540 ) — Due from affiliates — — 881 (881 ) — Property, plant and equipment, net 471 1,285 1,143 — 2,899 Goodwill — 1,127 41 — 1,168 Intangible assets — 989 238 (210 ) 1,017 Deferred income taxes 35 380 29 — 444 Other non-current assets 30 62 128 — 220 TOTAL ASSETS $ 7,935 $ 9,951 $ 4,158 $ (14,489 ) $ 7,555 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 47 $ 667 $ 235 $ — $ 949 Due to affiliates 1,913 — 945 (2,858 ) — Short-term debt — 25 6 — 31 Long-term debt – current portion — 1 2 — 3 Total current liabilities 1,960 693 1,188 (2,858 ) 983 Long-term debt, net of current portion 1,851 15 125 — 1,991 Due to affiliates — 881 — (881 ) — Pension plan liability 310 — 137 — 447 Other employee benefits liability — 237 15 — 252 Deferred income taxes — — 22 — 22 Other liabilities 122 175 43 (210 ) 130 OWENS CORNING STOCKHOLDERS’ EQUITY Preferred stock — — — — — Common stock 1 — — — 1 Additional paid in capital 3,954 6,371 1,927 (8,298 ) 3,954 Accumulated earnings 805 1,579 663 (2,242 ) 805 Accumulated other comprehensive deficit (550 ) — — — (550 ) Cost of common stock in treasury (518 ) — — — (518 ) Total Owens Corning stockholders’ equity 3,692 7,950 2,590 (10,540 ) 3,692 Noncontrolling interests — — 38 — 38 Total equity 3,692 7,950 2,628 (10,540 ) 3,730 TOTAL LIABILITIES AND EQUITY $ 7,935 $ 9,951 $ 4,158 $ (14,489 ) $ 7,555 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2015 (in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES $ (52 ) $ 47 $ 85 $ — $ 80 NET CASH FLOW USED FOR INVESTING ACTIVITIES Additions to plant and equipment (9 ) (112 ) (30 ) — (151 ) Proceeds from the sale of assets or affiliates — — 2 — 2 Purchases of alloy — — (7 ) — (7 ) Proceeds from sale of alloy — — 7 — 7 Net cash flow used for investing activities (9 ) (112 ) (28 ) — (149 ) NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES Proceeds from senior revolving credit and receivables securitization facilities 683 — 136 — 819 Payments on senior revolving credit and receivables securitization facilities (634 ) — — — (634 ) Payments on long-term debt (5 ) — (3 ) — (8 ) Net increase (decrease) in short-term debt — (25 ) 6 — (19 ) Cash dividends paid (39 ) — — — (39 ) Purchases of treasury stock (47 ) — — — (47 ) Other intercompany loans 92 94 (186 ) — — Other 11 — — — 11 Net cash flow provided by financing activities 61 69 (47 ) — 83 Effect of exchange rate changes on cash — — (1 ) — (1 ) Net increase in cash and cash equivalents — 4 9 — 13 Cash and cash equivalents at beginning of period — 1 66 — 67 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 5 $ 75 $ — $ 80 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2014 (in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES $ (53 ) $ (39 ) $ (25 ) $ — $ (117 ) NET CASH FLOW USED FOR INVESTING ACTIVITIES Additions to plant and equipment (6 ) (68 ) (51 ) — (125 ) Proceeds from the sale of assets or affiliates 44 — 18 — 62 Purchases of alloy — (2 ) (15 ) — (17 ) Proceeds from sale of alloy 4 — 11 — 15 Net cash flow used for investing activities 42 (70 ) (37 ) — (65 ) NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES Proceeds from senior revolving credit and receivables securitization facilities 719 — 50 — 769 Payments on senior revolving credit and receivables securitization facilities (522 ) — — — (522 ) Payments on long-term debt — — (1 ) — (1 ) Net increase (decrease) in short-term debt — — 16 — 16 Cash dividends paid (19 ) — — — (19 ) Purchase of treasury stock (44 ) — — — (44 ) Other intercompany loans (130 ) 115 15 — — Other 7 — — — 7 Net cash flow provided by financing activities 11 115 80 — 206 Effect of exchange rate changes on cash — — — — — Net increase in cash and cash equivalents — 6 18 — 24 Cash and cash equivalents at beginning of period — 3 54 — 57 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 9 $ 72 $ — $ 81 |