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.

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”).

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2017

(in millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET SALES	$	—		$	4,639		$	2,250	$	(505	)	$	6,384
COST OF SALES	—			3,572			1,745		(505		)	4,812
Gross margin	—			1,067			505		—			1,572
OPERATING EXPENSES
Marketing and administrative expenses	153			325			142		—			620
Science and technology expenses	—			69			16		—			85
Other expenses, net	32			2			96		—			130
Total operating expenses	185			396			254		—			835
EARNINGS BEFORE INTEREST AND TAXES	(185		)	671			251		—			737
Interest expense, net	96			(1		)	12		—			107
Loss (gain) on extinguishment of debt	71			—			—		—			71
EARNINGS BEFORE TAXES	(352		)	672			239		—			559
Income tax expense	(139		)	334			74		—			269
Equity in net earnings of subsidiaries	502			164			—		(666		)	—
Equity in net earnings (loss) of affiliates	—			—			—		—			—
NET EARNINGS	289			502			165		(666		)	290
Net earnings attributable to noncontrolling interests	—			—			1		—			1
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	289		$	502		$	164	$	(666	)	$	289

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2016

(in millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET SALES	$	—		$	4,103		$	2,046		$	(472	)	$	5,677
COST OF SALES	1			3,203			1,564			(472		)	4,296
Gross margin	(1		)	900			482			—			1,381
OPERATING EXPENSES
Marketing and administrative expenses	148			316			120			—			584
Science and technology expenses	—			68			14			—			82
Other expenses, net	(14		)	24			6			—			16
Total operating expenses	134			408			140			—			682
EARNINGS BEFORE INTEREST AND TAXES	(135		)	492			342			—			699
Interest expense, net	99			(2		)	11			—			108
Loss (gain) on extinguishment of debt	1			—			—			—			1
EARNINGS BEFORE TAXES	(235		)	494			331			—			590
Income tax expense	(89		)	206			71			—			188
Equity in net earnings of subsidiaries	539			251			—			(790		)	—
Equity in net earnings (loss) of affiliates	—			—			(3		)	—			(3		)
NET EARNINGS	393			539			257			(790		)	399
Net earnings attributable to noncontrolling interests	—			—			6			—			6
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	393		$	539		$	251		$	(790	)	$	393

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF EARNINGS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2015

(in millions)



	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET SALES	$	—		$	3,826	$	1,892	$	(368	)	$	5,350
COST OF SALES	1			3,095		1,469		(368		)	4,197
Gross margin	(1		)	731		423		—			1,153
OPERATING EXPENSES
Marketing and administrative expenses	126			285		114		—			525
Science and technology expenses	—			60		13		—			73
Other expenses, net	(48		)	26		29		—			7
Total operating expenses	78			371		156		—			605
EARNINGS BEFORE INTEREST AND TAXES	(79		)	360		267		—			548
Interest expense, net	95			3		2		—			100
Loss (gain) on extinguishment of debt	(5		)	—		—		—			(5		)
EARNINGS BEFORE TAXES	(169		)	357		265		—			453
Income tax expense	(71		)	159		32		—			120
Equity in net earnings of subsidiaries	428			230		—		(658		)	—
Equity in net earnings (loss) of affiliates	—			—		1		—			1
NET EARNINGS	330			428		234		(658		)	334
Net earnings attributable to noncontrolling interests	—			—		4		—			4
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	330		$	428	$	230	$	(658	)	$	330

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2017

(in millions)



	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
NET EARNINGS	$	289		$	502	$	165	$	(666	)	$	290
Currency translation adjustment (net of tax)	101			2		123		(125		)	101
Pension and other postretirement adjustment (net of tax)	98			1		40		(41		)	98
Hedging adjustment (net of tax)	(3		)	—		—		—			(3		)
COMPREHENSIVE EARNINGS	485			505		328		(832		)	486
Comprehensive earnings attributable to noncontrolling interests	—			—		1		—			1
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	485		$	505	$	327	$	(832	)	$	485

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2016

(in millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET EARNINGS	$	393		$	539		$	257		$	(790	)	$	399
Currency translation adjustment (net of tax)	(37		)	(7		)	(33		)	40			(37		)
Pension and other postretirement adjustment (net of tax)	(10		)	41			(30		)	(11		)	(10		)
Hedging adjustment (net of tax)	7			1			1			(2		)	7
COMPREHENSIVE EARNINGS	353			574			195			(763		)	359
Comprehensive earnings attributable to noncontrolling interests	—			—			6			—			6
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	353		$	574		$	189		$	(763	)	$	353

OWENS CORNING AND SUBSIDIARIES

CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2015

(in millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET EARNINGS	$	330		$	428		$	234		$	(658	)	$	334
Currency translation adjustment (net of tax)	(115		)	(5		)	(118		)	123			(115		)
Pension and other postretirement adjustment (net of tax)	(6		)	(2		)	8			(6		)	(6		)
Hedging adjustment (net of tax)	1			4			(1		)	(3		)	1
COMPREHENSIVE EARNINGS	210			425			123			(544		)	214
Comprehensive earnings attributable to noncontrolling interests	—			—			4			—			4
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	210		$	425		$	119		$	(544	)	$	210

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2017

(in millions)



ASSETS	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Consolidated
CURRENT ASSETS
Cash and cash equivalents	$	137		$	2	$	107	$	—		$	246
Receivables, net	—			—		806		—			806
Due from affiliates	—			3,403		—		(3,403		)	—
Inventories	—			475		366		—			841
Other current assets	22			28		42		—			92
Total current assets	159			3,908		1,321		(3,403		)	1,985
Investment in subsidiaries	8,777			2,040		—		(10,817		)	—
Property, plant and equipment, net	465			1,699		1,261		—			3,425
Goodwill and intangible assets, net	—			2,383		553		(69		)	2,867
Other non-current assets	(24		)	221		158		—			355
TOTAL ASSETS	$	9,377		$	10,251	$	3,293	$	(14,289	)	$	8,632
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts and notes payable and other current liabilities	$	87		$	1,083	$	112	$	—		$	1,282
Due to affiliates	2,529			—		874		(3,403		)	—
Total current liabilities	2,616			1,083		986		(3,403		)	1,282
Long-term debt, net of current portion	2,378			10		17		—			2,405
Deferred income taxes	—			—		37		—			37
Other liabilities	221			381		171		(69		)	704
Redeemable equity	—			—		—		—			—
OWENS CORNING STOCKHOLDERS’ EQUITY
Total Owens Corning stockholders’ equity	4,162			8,777		2,040		(10,817		)	4,162
Noncontrolling interests	—			—		42		—			42
Total equity	4,162			8,777		2,082		(10,817		)	4,204
TOTAL LIABILITIES AND EQUITY	$	9,377		$	10,251	$	3,293	$	(14,289	)	$	8,632

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEET

AS OF DECEMBER 31, 2016

(in millions)



ASSETS	Parent			Guarantor Subsidiaries		Non-Guarantor Subsidiaries		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
Other current assets	24			29		33		—			86
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 and intangible assets, net	—			2,197		394		(117		)	2,474
Other non-current assets	(23		)	424		168		—			569
TOTAL ASSETS	$	8,216		$	8,992	$	2,660	$	(12,127	)	$	7,741
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts and notes payable and other current liabilities	$	75		$	834	$	54	$	—		$	963
Due to affiliates	1,941			—		671		(2,612		)	—
Total current liabilities	2,016			834		725		(2,612		)	963
Long-term debt, net of current portion	2,069			12		18		—			2,099
Deferred income taxes	—			—		36		—			36
Other liabilities	282			401		186		(117		)	752
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 TWELVE MONTHS ENDED DECEMBER 31, 2017

(in millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations		Consolidated
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES	$	(101	)	$	774		$	343		$	—	$	1,016
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Cash paid for property, plant and equipment	(16		)	(240		)	(81		)	—		(337		)
Proceeds from the sale of assets or affiliates	—			3			—			—		3
Investment in subsidiaries and affiliates, net of cash acquired	—			(373		)	(197		)	—		(570		)
Other	3			—			—			—		3
Net cash flow used for investing activities	(13		)	(610		)	(278		)	—		(901		)
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	313			—			820			—		1,133
Payments on senior revolving credit and receivables securitization facilities	(313		)	—			(820		)	—		(1,133		)
Proceeds from long-term debt	588			—			—			—		588
Payments on long-term debt	(351		)	—			—			—		(351		)
Proceeds from term loan borrowing	—			—			—			—		—
Payments on term loan borrowing	—			—			—			—		—
Dividends paid	(89		)	—			—			—		(89		)
Net increase (decrease) in short-term debt	—			—			1			—		1
Purchases of treasury stock	(159		)	—			—			—		(159		)
Intercompany dividends paid	—			—			—			—		—
Other	13			—			—			—		13
Other intercompany loans	249			(217		)	(32		)	—		—
Net cash flow provided by (used for) financing activities	251			(217		)	(31		)	—		3
Effect of exchange rate changes on cash	—			—			17			—		17
Net increase in cash, cash equivalents and restricted cash	137			(53		)	51			—		135
Cash, cash equivalents and restricted cash at beginning of period	6			55			57			—		118
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	143		$	2		$	108		$	—	$	253

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2016

(in millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES	$	(113	)	$	497		$	584		$	(25	)	$	943
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Cash paid for property, plant and equipment	(20		)	(281		)	(72		)	—			(373		)
Proceeds from the sale of assets or affiliates	—			—			—			—			—
Investment in subsidiaries and affiliates, net of cash acquired	—			—			(452		)	—			(452		)
Other	10			—			—			—			10
Net cash flow used for investing activities	(10		)	(281		)	(524		)	—			(815		)
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	—			—			669			—			669
Payments on senior revolving credit and receivables securitization facilities	—			—			(669		)	—			(669		)
Proceeds from term loan borrowing	300			—			—			—			300
Payments on term loan borrowing	(300		)	—			—			—			(300		)
Proceeds from long-term debt	395			—			—			—			395
Payments on long-term debt	(160		)	(1		)	(2		)	—			(163		)
Dividends paid	(81		)	—			—			—			(81		)
Net increase (decrease) in short-term debt	—			—			(6		)	—			(6		)
Purchases of treasury stock	(247		)	—			—			—			(247		)
Other	14			—			—			—			14
Intercompany dividends paid	—			—			(25		)	25			—
Other intercompany loans	208			(208		)	—			—			—
Net cash flow provided by (used for) financing activities	129			(209		)	(33		)	25			(88		)
Effect of exchange rate changes on cash	—			—			(18		)	—			(18		)
Net increase in cash, cash equivalents and restricted cash	6			7			9			—			22
Cash, cash equivalents and restricted cash at beginning of period	—			48			48			—			96
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	6		$	55		$	57		$	—		$	118

OWENS CORNING AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS

FOR THE TWELVE MONTHS ENDED DECEMBER 31, 2015

(in millions)



	Parent			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Consolidated
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES	$	(106	)	$	465		$	388		$	(5	)	$	742
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Cash paid for property, plant and equipment	(21		)	(271		)	(109		)	—			(401		)
Proceeds from the sale of assets or affiliates	—			—			28			—			28
Investment in subsidiaries and affiliates, net of cash required	—			—			—			—			—
Other	4			—			—			—			4
Net cash flow used for investing activities	(17		)	(271		)	(81		)	—			(369		)
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES
Proceeds from senior revolving credit and receivables securitization facilities	1,236			—			310			—			1,546
Payments on senior revolving credit and receivables securitization facilities	(1,236		)	—			(416		)	—			(1,652		)
Proceeds from term loan borrowings	—			—			—			—			—
Payments on term loan borrowings	—			—			—			—			—
Proceeds from long-term debt	—			—			—			—			—
Payments on long-term debt	(5		)	(1		)	(2		)	—			(8		)
Dividends paid	(78		)	—			—			—			(78		)
Net increase (decrease) in short-term debt	—			(25		)	3			—			(22		)
Purchases of treasury stock	(138		)	—			—			—			(138		)
Other	19			—			—			—			19
Intercompany dividends paid	—			—			(5		)	5			—
Other intercompany loans	325			(121		)	(204		)	—			—
Net cash flow provided by (used for) financing activities	123			(147		)	(314		)	5			(333		)
Effect of exchange rate changes on cash	—			—			(11		)	—			(11		)
Net increase in cash, cash equivalents and restricted cash	—			47			(18		)	—			29
Cash, cash equivalents and restricted cash at beginning of period	—			1			66			—			67
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	—		$	48		$	48		$	—		$	96