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. In May 2016, the Company entered into an Acknowledgment and Agreement and Second Amendment to its Credit Agreement which, among other things, removed certain subsidiaries from the list of named guarantors. This amendment had no impact on the composition of the Company’s consolidated group and had no effect on the Consolidated Financial Statements including total stockholders' equity in Guarantor Subsidiaries. The Condensed Consolidating Balance Sheet was revised to present the financial statements of the Guarantor Subsidiaries and Nonguarantor Subsidiaries for December 31, 2015, based on their composition at June 30, 2016. The related increases (decreases) from the revisions are shown in the table below (in millions): Description Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Due from affiliates - current $ — $ (287 ) $ — $ 287 $ — Investment in subsidiaries — (452 ) — 452 — Due from affiliates — — (739 ) 739 — TOTAL ASSETS $ — $ (739 ) $ (739 ) $ 1,478 $ — Due to affiliates - current $ — $ — $ (287 ) $ 287 $ — Due to affiliates — (739 ) — 739 — Total equity — — (452 ) 452 — TOTAL LIABILITIES AND EQUITY $ — $ (739 ) $ (739 ) $ 1,478 $ — During the second quarter of 2016, the Company discovered classification errors in the December 31, 2015 Condensed Consolidating Balance Sheet related to intercompany activity recorded in the Due from and Due to affiliates, Investment in subsidiary and Equity line items between and among the Parent, Guarantor Subsidiaries and Non-Guarantor Subsidiaries. These classifications errors had no effect on the Consolidated Financial Statements. The effect of correcting these classification errors was not material to the 2015 Condensed Consolidating Balance Sheet, and the related amounts presented as of December 31, 2015 have been revised. The related increases (decreases) from the revisions are shown in the table below (in millions): Description Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated Due from affiliates - current $ — $ (474 ) $ — $ 474 $ — Investment in subsidiaries (484 ) (569 ) (559 ) 1,612 — TOTAL ASSETS $ (484 ) $ (1,043 ) $ (559 ) $ 2,086 $ — Due to affiliates - current $ (484 ) $ — $ 10 $ 474 $ — Total equity — (1,043 ) (569 ) 1,612 — TOTAL LIABILITIES AND EQUITY $ (484 ) $ (1,043 ) $ (559 ) $ 2,086 $ — The combined impact of the changes to the guarantor list and the classification errors resulted in overstatements of Total assets and Total liabilities and equity of the Parent, Guarantor Subsidiaries and Non-Guarantor subsidiaries in the amounts of $484 million , $1,889 million and $1,354 million , respectively, at March 31, 2016 and $484 million , $1,923 million and $1,439 million , respectively, at December 31, 2014. The combined impact of these changes on the Due from and Due to affiliates, Investment in subsidiaries and Total equity between and among the Parent, Guarantor Subsidiaries and Non-Guarantor Subsidiaries at March 31, 2016 and December 31, 2014 is similar to the impact to these accounts at December 31, 2015 illustrated in the tables above. The effect of correcting the classification errors described above was not material to the March 31, 2016 and December 31, 2014 Condensed Consolidating Balance Sheets. Guarantor and Nonguarantor Financial Statements The Senior Notes and the Senior Revolving Credit Facility are guaranteed, fully, unconditionally and jointly and severally, by certain of Owens Corning’s current and future wholly-owned material domestic subsidiaries that are borrowers or guarantors under the 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”). Additional domestic subsidiaries were added to the Credit Agreement as Guarantor Subsidiaries as of September 30, 2016. As a result, the Condensed Consolidating Financial Statements presented for previous periods were retrospectively revised based on the guarantor structure that existed as of September 30, 2016. The impact of these revisions was not material to the periods presented. OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 1,106 $ 545 $ (133 ) $ 1,518 COST OF SALES — 856 421 (133 ) 1,144 Gross margin — 250 124 — 374 OPERATING EXPENSES Marketing and administrative expenses 35 76 30 — 141 Science and technology expenses — 17 3 — 20 Other expenses (income), net (5 ) (6 ) 17 — 6 Total operating expenses 30 87 50 — 167 EARNINGS BEFORE INTEREST AND TAXES (30 ) 163 74 — 207 Interest expense, net 28 — — — 28 Loss (gain) on extinguishment of debt 1 — — — 1 EARNINGS BEFORE TAXES (59 ) 163 74 — 178 Income tax expense (35 ) 93 7 — 65 Equity in net earnings of subsidiaries 136 66 — (202 ) — Equity in net earnings of affiliates — — — — — NET EARNINGS 112 136 67 (202 ) 113 Net earnings attributable to noncontrolling interests — — 1 — 1 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 112 $ 136 $ 66 $ (202 ) $ 112 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 1,050 $ 494 $ (97 ) $ 1,447 COST OF SALES (1 ) 829 376 (97 ) 1,107 Gross margin 1 221 118 — 340 OPERATING EXPENSES Marketing and administrative expenses 30 71 29 — 130 Science and technology expenses — 15 3 — 18 Other expenses (income), net (24 ) 6 14 — (4 ) Total operating expenses 6 92 46 — 144 EARNINGS BEFORE INTEREST AND TAXES (5 ) 129 72 — 196 Interest expense, net 25 — 3 — 28 Loss (gain) on extinguishment of debt — — — — — EARNINGS BEFORE TAXES (30 ) 129 69 — 168 Income tax expense (10 ) 51 14 — 55 Equity in net earnings of subsidiaries 132 54 — (186 ) — Equity in net earnings of affiliates — — — — — NET EARNINGS 112 132 55 (186 ) 113 Net earnings attributable to noncontrolling interests — — 1 — 1 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 112 $ 132 $ 54 $ (186 ) $ 112 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 3,123 $ 1,539 $ (368 ) $ 4,294 COST OF SALES 2 2,439 1,159 (368 ) 3,232 Gross margin (2 ) 684 380 — 1,062 OPERATING EXPENSES Marketing and administrative expenses 103 233 90 — 426 Science and technology expenses — 50 10 — 60 Other expenses (income), net (8 ) 31 (10 ) — 13 Total operating expenses 95 314 90 — 499 EARNINGS BEFORE INTEREST AND TAXES (97 ) 370 290 — 563 Interest expense, net 74 (1 ) 7 — 80 Loss (gain) on extinguishment of debt 1 — — — 1 EARNINGS BEFORE TAXES (172 ) 371 283 — 482 Income tax expense (85 ) 188 69 — 172 Equity in net earnings of subsidiaries 394 211 — (605 ) — Equity in net earnings of affiliates — — 1 — 1 NET EARNINGS 307 394 215 (605 ) 311 Net earnings attributable to noncontrolling interests — — 4 — 4 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 307 $ 394 $ 211 $ (605 ) $ 307 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 2,909 $ 1,430 $ (286 ) $ 4,053 COST OF SALES — 2,366 1,116 (286 ) 3,196 Gross margin — 543 314 — 857 OPERATING EXPENSES Marketing and administrative expenses 92 212 85 — 389 Science and technology expenses — 44 9 — 53 Other expenses (income), net (41 ) 24 22 — 5 Total operating expenses 51 280 116 — 447 EARNINGS BEFORE INTEREST AND TAXES (51 ) 263 198 — 410 Interest expense, net 73 2 5 — 80 Loss (gain) on extinguishment of debt (5 ) — — — (5 ) EARNINGS BEFORE TAXES (119 ) 261 193 — 335 Income tax expense (39 ) 97 54 — 112 Equity in net earnings of subsidiaries 301 137 — (438 ) — Equity in net earnings of affiliates — — 1 — 1 NET EARNINGS 221 301 140 (438 ) 224 Net earnings attributable to noncontrolling interests — — 3 — 3 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 221 $ 301 $ 137 $ (438 ) $ 221 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2016 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 112 $ 136 $ 67 $ (202 ) $ 113 Currency translation adjustment (net of tax) (2 ) — 2 (2 ) (2 ) Pension and other postretirement adjustment (net of tax) 4 (1 ) 3 (2 ) 4 Deferred gain on hedging (net of tax) 1 — — — 1 COMPREHENSIVE EARNINGS 115 135 72 (206 ) 116 Comprehensive earnings attributable to noncontrolling interests — — 1 — 1 COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 115 $ 135 $ 71 $ (206 ) $ 115 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 112 $ 132 $ 55 $ (186 ) $ 113 Currency translation adjustment (net of tax) (38 ) (1 ) (40 ) 41 (38 ) Pension and other postretirement adjustment (net of tax) 6 (1 ) 6 (5 ) 6 Deferred gain on hedging (net of tax) (1 ) — (1 ) 1 (1 ) COMPREHENSIVE EARNINGS 79 130 20 (149 ) 80 Comprehensive earnings attributable to noncontrolling interests — — 1 — 1 COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 79 $ 130 $ 19 $ (149 ) $ 79 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 307 $ 394 $ 215 $ (605 ) $ 311 Currency translation adjustment (net of tax) 19 (3 ) 28 (25 ) 19 Pension and other postretirement adjustment (net of tax) 14 22 4 (26 ) 14 Deferred gain on hedging (net of tax) 5 1 1 (2 ) 5 COMPREHENSIVE EARNINGS 345 414 248 (658 ) 349 Comprehensive earnings attributable to noncontrolling interests — — 4 — 4 COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 345 $ 414 $ 244 $ (658 ) $ 345 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 221 $ 301 $ 140 $ (438 ) $ 224 Currency translation adjustment (net of tax) (81 ) (1 ) (86 ) 87 (81 ) Pension and other postretirement adjustment (net of tax) 12 (3 ) 8 (5 ) 12 Deferred gain on hedging (net of tax) 2 4 — (4 ) 2 COMPREHENSIVE EARNINGS 154 301 62 (360 ) 157 Comprehensive earnings attributable to noncontrolling interests — — 3 — 3 COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 154 $ 301 $ 59 $ (360 ) $ 154 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTEMBER 30, 2016 (in millions) ASSETS Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS Cash and cash equivalents $ 35 $ 2 $ 73 $ — $ 110 Receivables, less allowances — — 796 — 796 Due from affiliates — 2,530 — (2,530 ) — Inventories — 425 304 — 729 Assets held for sale — 3 10 — 13 Other current assets 11 21 22 — 54 Total current assets 46 2,981 1,205 (2,530 ) 1,702 Investment in subsidiaries 7,666 1,744 — (9,410 ) — Due from affiliates — — — — — Property, plant and equipment, net 467 1,533 1,090 — 3,090 Goodwill — 1,159 179 — 1,338 Intangible assets, net — 1,043 223 (120 ) 1,146 Deferred income taxes (23 ) 341 51 — 369 Other non-current assets 13 68 150 — 231 TOTAL ASSETS $ 8,169 $ 8,869 $ 2,898 $ (12,060 ) $ 7,876 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 83 $ 776 $ 140 $ — $ 999 Due to affiliates 1,849 — 681 (2,530 ) — Short-term debt — — 1 — 1 Long-term debt – current portion — 2 1 — 3 Total current liabilities 1,932 778 823 (2,530 ) 1,003 Long-term debt, net of current portion 2,069 12 79 — 2,160 Due to affiliates — — — — — Pension plan liability 230 — 91 — 321 Other employee benefits liability — 223 14 — 237 Deferred income taxes — — 36 — 36 Other liabilities 45 190 67 (120 ) 182 Redeemable equity — — 2 — 2 OWENS CORNING STOCKHOLDERS’ EQUITY Total Owens Corning stockholders’ equity 3,893 7,666 1,744 (9,410 ) 3,893 Noncontrolling interests — — 42 — 42 Total equity 3,893 7,666 1,786 (9,410 ) 3,935 TOTAL LIABILITIES AND EQUITY $ 8,169 $ 8,869 $ 2,898 $ (12,060 ) $ 7,876 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2015 (in millions) ASSETS Parent Guarantor Non- Eliminations Consolidated CURRENT ASSETS Cash and cash equivalents $ — $ 48 $ 48 $ — $ 96 Receivables, less allowances — — 709 — 709 Due from affiliates — 2,382 — (2,382 ) — Inventories — 392 252 — 644 Assets held for sale — — 12 — 12 Other current assets 11 21 15 — 47 Total current assets 11 2,843 1,036 (2,382 ) 1,508 Investment in subsidiaries 7,220 1,423 — (8,643 ) — Due from affiliates — — — — — Property, plant and equipment, net 463 1,451 1,042 — 2,956 Goodwill — 1,149 18 — 1,167 Intangible assets, net — 986 144 (131 ) 999 Deferred income taxes — 430 62 — 492 Other non-current assets 25 61 136 — 222 TOTAL ASSETS $ 7,719 $ 8,343 $ 2,438 $ (11,156 ) $ 7,344 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 56 $ 703 $ 153 $ — $ 912 Due to affiliates 1,760 — 622 (2,382 ) — Short-term debt — — 6 — 6 Long-term debt – current portion 160 2 1 — 163 Total current liabilities 1,976 705 782 (2,382 ) 1,081 Long-term debt, net of current portion 1,668 14 20 — 1,702 Due to affiliates — — — — — Pension plan liability 286 — 111 — 397 Other employee benefits liability — 227 13 — 240 Deferred income taxes — — 8 — 8 Other liabilities 50 177 41 (131 ) 137 Redeemable equity — — — — — OWENS CORNING STOCKHOLDERS’ EQUITY Total Owens Corning stockholders’ equity 3,739 7,220 1,423 (8,643 ) 3,739 Noncontrolling interests — — 40 — 40 Total equity 3,739 7,220 1,463 (8,643 ) 3,779 TOTAL LIABILITIES AND EQUITY $ 7,719 $ 8,343 $ 2,438 $ (11,156 ) $ 7,344 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016 (in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES $ (67 ) $ 621 $ 136 $ (11 ) $ 679 NET CASH FLOW USED FOR INVESTING ACTIVITIES Cash paid for property, plant and equipment (11 ) (216 ) (54 ) — (281 ) Proceeds from the sale of assets or affiliates — — — — — Investment in subsidiaries and affiliates, net of cash acquired — — (450 ) — (450 ) Purchases of alloy — — — — — Proceeds from sale of alloy — — — — — Other 2 — — — 2 Net cash flow used for investing activities (9 ) (216 ) (504 ) — (729 ) NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES Proceeds from long-term debt 395 — — — 395 Proceeds from senior revolving credit and receivables securitization facilities — — 574 — 574 Proceeds from term loan borrowing 300 — — — 300 Payments on term loan borrowing (300 ) — — — (300 ) Payments on senior revolving credit and receivables securitization facilities — — (514 ) — (514 ) Payments on long-term debt (160 ) — — — (160 ) Net decrease in short-term debt — — (5 ) — (5 ) Cash dividends paid (61 ) — — — (61 ) Purchases of treasury stock (176 ) — — — (176 ) Intercompany dividends paid — — (11 ) 11 — Other intercompany loans 103 (451 ) 348 — — Other 10 — — — 10 Net cash flow provided by (used for) financing activities 111 (451 ) 392 11 63 Effect of exchange rate changes on cash — — 1 — 1 Net increase (decrease) in cash and cash equivalents 35 (46 ) 25 — 14 Cash and cash equivalents at beginning of period — 48 48 — 96 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 35 $ 2 $ 73 $ — $ 110 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015 (in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES $ (54 ) $ 248 $ 216 $ — $ 410 NET CASH FLOW USED FOR INVESTING ACTIVITIES Cash paid for property, plant and equipment (10 ) (203 ) (53 ) — (266 ) Proceeds from the sale of assets or affiliates — — 3 — 3 Investment in subsidiaries and affiliates, net of cash acquired — — — — — Purchases of alloy — — (8 ) — (8 ) Proceeds from sale of alloy — — 8 — 8 Other — — — — — Net cash flow used for investing activities (10 ) (203 ) (50 ) — (263 ) NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES Proceeds from long-term debt — — — — — Proceeds from senior revolving credit and receivables securitization facilities 943 — 136 — 1,079 Proceeds from term loan borrowing — — — — — Payments on term loan borrowing — — — — — Payments on senior revolving credit and receivables securitization facilities (942 ) — (140 ) — (1,082 ) Payments on long-term debt (5 ) (1 ) (2 ) — (8 ) Net decrease in short-term debt — (13 ) 3 — (10 ) Cash dividends paid (58 ) — — — (58 ) Purchase of treasury stock (86 ) — — — (86 ) Intercompany dividends paid — — — — — Other intercompany loans 194 (30 ) (164 ) — — Other 18 — — — 18 Net cash flow provided by (used for) financing activities 64 (44 ) (167 ) — (147 ) Effect of exchange rate changes on cash — — (5 ) — (5 ) Net increase (decrease) in cash and cash equivalents — 1 (6 ) — (5 ) Cash and cash equivalents at beginning of period — 1 66 — 67 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ — $ 2 $ 60 $ — $ 62 |