CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | CONDENSED CONSOLIDATING 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. 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. 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 “Non-Guarantor Subsidiaries”). OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED JUNE 30, 2017 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 1,171 $ 544 $ (118 ) $ 1,597 COST OF SALES — 881 425 (118 ) 1,188 Gross margin — 290 119 — 409 OPERATING EXPENSES Marketing and administrative expenses 38 86 31 — 155 Science and technology expenses — 18 3 — 21 Other expenses, net 4 (39 ) 78 — 43 Total operating expenses 42 65 112 — 219 EARNINGS BEFORE INTEREST AND TAXES (42 ) 225 7 — 190 Interest expense, net 24 — 3 — 27 EARNINGS BEFORE TAXES (66 ) 225 4 — 163 Income tax expense (27 ) 82 12 — 67 Equity in net earnings of subsidiaries 135 (8 ) — (127 ) — Equity in net earnings of affiliates — — — — — NET EARNINGS 96 135 (8 ) (127 ) 96 Net earnings attributable to noncontrolling interests — — — — — NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 96 $ 135 $ (8 ) $ (127 ) $ 96 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED JUNE 30, 2016 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 1,090 $ 567 $ (112 ) $ 1,545 COST OF SALES 1 821 419 (112 ) 1,129 Gross margin (1 ) 269 148 — 416 OPERATING EXPENSES Marketing and administrative expenses 35 81 35 — 151 Science and technology expenses — 17 4 — 21 Other expenses, net (1 ) 23 (18 ) — 4 Total operating expenses 34 121 21 — 176 EARNINGS BEFORE INTEREST AND TAXES (35 ) 148 127 — 240 Interest expense, net 24 (1 ) 6 — 29 EARNINGS BEFORE TAXES (59 ) 149 121 — 211 Income tax expense (31 ) 71 33 — 73 Equity in net earnings of subsidiaries 166 88 — (254 ) — Equity in net earnings of affiliates — — 1 — 1 NET EARNINGS 138 166 89 (254 ) 139 Net earnings attributable to noncontrolling interests — — 1 — 1 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 138 $ 166 $ 88 $ (254 ) $ 138 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE SIX MONTHS ENDED JUNE 30, 2017 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 2,265 $ 1,055 $ (245 ) $ 3,075 COST OF SALES 1 1,747 820 (245 ) 2,323 Gross margin (1 ) 518 235 — 752 OPERATING EXPENSES Marketing and administrative expenses 74 163 60 — 297 Science and technology expenses — 35 7 — 42 Other expenses, net 2 (30 ) 81 — 53 Total operating expenses 76 168 148 — 392 EARNINGS BEFORE INTEREST AND TAXES (77 ) 350 87 — 360 Interest expense, net 47 — 6 — 53 EARNINGS BEFORE TAXES (124 ) 350 81 — 307 Income tax expense (55 ) 132 33 — 110 Equity in net earnings of subsidiaries 266 48 — (314 ) — Equity in net earnings of affiliates — — — — — NET EARNINGS 197 266 48 (314 ) 197 Net earnings attributable to noncontrolling interests — — — — — NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 197 $ 266 $ 48 $ (314 ) $ 197 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE SIX MONTHS ENDED JUNE 30, 2016 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET SALES $ — $ 1,977 $ 1,025 $ (226 ) $ 2,776 COST OF SALES 2 1,551 761 (226 ) 2,088 Gross margin (2 ) 426 264 — 688 OPERATING EXPENSES Marketing and administrative expenses 68 153 64 — 285 Science and technology expenses — 33 7 — 40 Other expenses, net (3 ) 35 (25 ) — 7 Total operating expenses 65 221 46 — 332 EARNINGS BEFORE INTEREST AND TAXES (67 ) 205 218 — 356 Interest expense, net 46 (1 ) 7 — 52 EARNINGS BEFORE TAXES (113 ) 206 211 — 304 Income tax expense (50 ) 95 62 — 107 Equity in net earnings of subsidiaries 258 147 — (405 ) — Equity in net earnings of affiliates — — 1 — 1 NET EARNINGS 195 258 150 (405 ) 198 Net earnings attributable to noncontrolling interests — — 3 — 3 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 195 $ 258 $ 147 $ (405 ) $ 195 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE THREE MONTHS ENDED JUNE 30, 2017 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 96 $ 135 $ (8 ) $ (127 ) $ 96 Currency translation adjustment (net of tax) 29 — 37 (37 ) 29 Pension and other postretirement adjustment (net of tax) 14 (2 ) 16 (14 ) 14 Hedging adjustment (net of tax) (1 ) — — — (1 ) COMPREHENSIVE EARNINGS 138 133 45 (178 ) 138 Comprehensive earnings attributable to noncontrolling interests — — — — — COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 138 $ 133 $ 45 $ (178 ) $ 138 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE THREE MONTHS ENDED JUNE 30, 2016 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 138 $ 166 $ 89 $ (254 ) $ 139 Currency translation adjustment (net of tax) (13 ) (3 ) (17 ) 20 (13 ) Pension and other postretirement adjustment (net of tax) — 23 (2 ) (21 ) — Hedging adjustment (net of tax) 3 — 2 (2 ) 3 COMPREHENSIVE EARNINGS 128 186 72 (257 ) 129 Comprehensive earnings attributable to noncontrolling interests — — 1 — 1 COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 128 $ 186 $ 71 $ (257 ) $ 128 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE SIX MONTHS ENDED JUNE 30, 2017 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 197 $ 266 $ 48 $ (314 ) $ 197 Currency translation adjustment (net of tax) 65 1 73 (74 ) 65 Pension and other postretirement adjustment (net of tax) 14 (3 ) 14 (11 ) 14 Hedging adjustment (net of tax) (3 ) — — — (3 ) COMPREHENSIVE EARNINGS 273 264 135 (399 ) 273 Comprehensive earnings attributable to noncontrolling interests — — — — — COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 273 $ 264 $ 135 $ (399 ) $ 273 OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE SIX MONTHS ENDED JUNE 30, 2016 (in millions) Parent Guarantor Subsidiaries Non-Guarantor Subsidiaries Eliminations Consolidated NET EARNINGS $ 195 $ 258 $ 150 $ (405 ) $ 198 Currency translation adjustment (net of tax) 21 (4 ) 26 (22 ) 21 Pension and other postretirement adjustment (net of tax) 10 22 1 (23 ) 10 Hedging adjustment (net of tax) 4 1 1 (2 ) 4 COMPREHENSIVE EARNINGS 230 277 178 (452 ) 233 Comprehensive earnings attributable to noncontrolling interests — — 3 — 3 COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 230 $ 277 $ 175 $ (452 ) $ 230 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF JUNE 30, 2017 (in millions) ASSETS Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated CURRENT ASSETS Cash and cash equivalents $ — $ 58 $ 141 $ — $ 199 Receivables, net — — 915 — 915 Due from affiliates — 2,822 — (2,822 ) — Inventories — 435 357 — 792 Assets held for sale — — 10 — 10 Other current assets 18 29 25 — 72 Total current assets 18 3,344 1,448 (2,822 ) 1,988 Investment in subsidiaries 8,460 2,135 — (10,595 ) — Property, plant and equipment, net 468 1,619 1,249 — 3,336 Goodwill — 1,159 325 — 1,484 Intangible assets, net — 1,027 413 (79 ) 1,361 Deferred income taxes (38 ) 293 66 — 321 Other non-current assets 11 64 125 — 200 TOTAL ASSETS $ 8,919 $ 9,641 $ 3,626 $ (13,496 ) $ 8,690 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 72 $ 794 $ 247 $ — $ 1,113 Due to affiliates 1,933 — 889 (2,822 ) — Long-term debt – current portion — 2 1 — 3 Total current liabilities 2,005 796 1,137 (2,822 ) 1,116 Long-term debt, net of current portion 2,658 11 17 — 2,686 Pension plan liability 239 — 133 — 372 Other employee benefits liability — 205 35 — 240 Deferred income taxes — — 75 — 75 Other liabilities 41 169 55 (79 ) 186 Redeemable equity — — — — — OWENS CORNING STOCKHOLDERS’ EQUITY Total Owens Corning stockholders’ equity 3,976 8,460 2,135 (10,595 ) 3,976 Noncontrolling interests — — 39 — 39 Total equity 3,976 8,460 2,174 (10,595 ) 4,015 TOTAL LIABILITIES AND EQUITY $ 8,919 $ 9,641 $ 3,626 $ (13,496 ) $ 8,690 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF DECEMBER 31, 2016 (in millions) ASSETS Parent Guarantor Non- Eliminations Consolidated CURRENT ASSETS Cash and cash equivalents $ — $ 55 $ 57 $ — $ 112 Receivables, net — — 678 — 678 Due from affiliates — 2,612 — (2,612 ) — Inventories — 422 288 — 710 Assets held for sale — 3 9 — 12 Other current assets 24 26 24 — 74 Total current assets 24 3,118 1,056 (2,612 ) 1,586 Investment in subsidiaries 7,745 1,653 — (9,398 ) — Property, plant and equipment, net 470 1,600 1,042 — 3,112 Goodwill — 1,159 177 — 1,336 Intangible assets, net — 1,038 217 (117 ) 1,138 Deferred income taxes (42 ) 360 57 — 375 Other non-current assets 19 64 111 — 194 TOTAL ASSETS $ 8,216 $ 8,992 $ 2,660 $ (12,127 ) $ 7,741 LIABILITIES AND EQUITY CURRENT LIABILITIES Accounts payable and accrued liabilities $ 75 $ 832 $ 53 $ — $ 960 Due to affiliates 1,941 — 671 (2,612 ) — Long-term debt – current portion — 2 1 — 3 Total current liabilities 2,016 834 725 (2,612 ) 963 Long-term debt, net of current portion 2,069 12 18 — 2,099 Pension plan liability 244 — 123 — 367 Other employee benefits liability — 208 13 — 221 Deferred income taxes — — 36 — 36 Other liabilities 38 193 50 (117 ) 164 Redeemable equity — — 2 — 2 OWENS CORNING STOCKHOLDERS’ EQUITY Total Owens Corning stockholders’ equity 3,849 7,745 1,653 (9,398 ) 3,849 Noncontrolling interests — — 40 — 40 Total equity 3,849 7,745 1,693 (9,398 ) 3,889 TOTAL LIABILITIES AND EQUITY $ 8,216 $ 8,992 $ 2,660 $ (12,127 ) $ 7,741 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2017 (in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES $ (55 ) $ 125 $ 322 $ — $ 392 NET CASH FLOW USED FOR INVESTING ACTIVITIES Cash paid for property, plant and equipment (8 ) (129 ) (33 ) — (170 ) Proceeds from the sale of assets or affiliates — 3 — — 3 Investment in subsidiaries and affiliates, net of cash acquired — (362 ) (199 ) — (561 ) Other 3 — — — 3 Net cash flow used for investing activities (5 ) (488 ) (232 ) — (725 ) NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES Proceeds from long-term debt 588 — — — 588 Proceeds from senior revolving credit and receivables securitization facilities — — 337 — 337 Proceeds from term loan borrowing — — — — — Payments on senior revolving credit and receivables securitization facilities — — (337 ) — (337 ) Net decrease in short-term debt — — — — — Dividends paid (45 ) — — — (45 ) Purchases of treasury stock (134 ) — — — (134 ) Intercompany dividends paid — — — — — Other intercompany loans (352 ) 366 (14 ) — — Other 3 — — — 3 Net cash flow provided by financing activities 60 366 (14 ) — 412 Effect of exchange rate changes on cash — — 9 — 9 Net increase (decrease) in cash, cash equivalents and restricted cash — 3 85 — 88 Cash, cash equivalents and restricted cash at beginning of period 6 55 57 — 118 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ 6 $ 58 $ 142 $ — $ 206 OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30, 2016 (in millions) Parent Guarantor Subsidiaries Non- Guarantor Subsidiaries Eliminations Consolidated NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES $ (59 ) $ 225 $ 171 $ (11 ) $ 326 NET CASH FLOW USED FOR INVESTING ACTIVITIES Cash paid for property, plant and equipment (10 ) (125 ) (52 ) — (187 ) Proceeds from the sale of assets or affiliates — — — — — Investment in subsidiaries and affiliates, net of cash acquired — — (450 ) — (450 ) Other 2 — — — 2 Net cash flow used for investing activities (8 ) (125 ) (502 ) — (635 ) NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES Proceeds from long-term debt — — — — — Proceeds from senior revolving credit and receivables securitization facilities — — 434 — 434 Proceeds from term loan borrowing 300 — — — 300 Payments on senior revolving credit and receivables securitization facilities — — (326 ) — (326 ) Net decrease in short-term debt — — (6 ) — (6 ) Dividends paid (40 ) — — — (40 ) Purchases of treasury stock (87 ) — — — (87 ) Intercompany dividends paid — — (11 ) 11 — Other intercompany loans (110 ) (148 ) 258 — — Other 4 — — — 4 Net cash flow provided by financing activities 67 (148 ) 349 11 279 Effect of exchange rate changes on cash — — 1 — 1 Net increase (decrease) in cash, cash equivalents and restricted cash — (48 ) 19 — (29 ) Cash, cash equivalents and restricted cash at beginning of period — 48 48 — 96 CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD $ — $ — $ 67 $ — $ 67 |