| 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 SEPTEMBER 30, 2015 (in millions)
| | | | | | | | | | | | | | | | | | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | NET SALES | $ | — |
| $ | 1,044 |
| $ | 514 |
| $ | (97 | ) | $ | 1,461 |
| COST OF SALES | (1 | ) | 826 |
| 393 |
| (97 | ) | 1,121 |
| Gross margin | 1 |
| 218 |
| 121 |
| — |
| 340 |
| OPERATING EXPENSES | | | | | | Marketing and administrative expenses | 30 |
| 71 |
| 29 |
| — |
| 130 |
| Science and technology expenses | — |
| 15 |
| 3 |
| — |
| 18 |
| Charges related to cost reduction actions | — |
| — |
| (5 | ) | — |
| (5 | ) | Other expenses (income), net | (24 | ) | — |
| 25 |
| — |
| 1 |
| Total operating expenses | 6 |
| 86 |
| 52 |
| — |
| 144 |
| EARNINGS BEFORE INTEREST AND TAXES | (5 | ) | 132 |
| 69 |
| — |
| 196 |
| Interest expense, net | 25 |
| — |
| 3 |
| — |
| 28 |
| Gain on extinguishment of debt | — |
| — |
| — |
| — |
| — |
| EARNINGS BEFORE TAXES | (30 | ) | 132 |
| 66 |
| — |
| 168 |
| Less: Income tax expense | (10 | ) | 51 |
| 14 |
| — |
| 55 |
| Equity in net earnings of subsidiaries | 132 |
| 51 |
| — |
| (183 | ) | — |
| Equity in net earnings of affiliates | — |
| — |
| — |
| — |
| — |
| NET EARNINGS | 112 |
| 132 |
| 52 |
| (183 | ) | 113 |
| Less: Net earnings attributable to noncontrolling interests | — |
| — |
| 1 |
| — |
| 1 |
| NET EARNINGS ATTRIBUTABLE TO OWENS CORNING | $ | 112 |
| $ | 132 |
| $ | 51 |
| $ | (183 | ) | $ | 112 |
|
OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 (in millions) | | | | | | | | | | | | | | | | | | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | NET SALES | $ | — |
| $ | 964 |
| $ | 511 |
| $ | (93 | ) | $ | 1,382 |
| COST OF SALES | (5 | ) | 795 |
| 434 |
| (93 | ) | 1,131 |
| Gross margin | 5 |
| 169 |
| 77 |
| — |
| 251 |
| OPERATING EXPENSES | | | | | | Marketing and administrative expenses | 24 |
| 55 |
| 31 |
| — |
| 110 |
| Science and technology expenses | — |
| 14 |
| 4 |
| — |
| 18 |
| Charges related to cost reduction actions | — |
| — |
| 19 |
| — |
| 19 |
| Other expenses (income), net | 2 |
| (6 | ) | 1 |
| — |
| (3 | ) | Total operating expenses | 26 |
| 63 |
| 55 |
| — |
| 144 |
| EARNINGS BEFORE INTEREST AND TAXES | (21 | ) | 106 |
| 22 |
| — |
| 107 |
| Interest expense, net | 26 |
| — |
| 2 |
| — |
| 28 |
| EARNINGS BEFORE TAXES | (47 | ) | 106 |
| 20 |
| — |
| 79 |
| Less: Income tax expense | (17 | ) | 37 |
| 7 |
| — |
| 27 |
| Equity in net earnings of subsidiaries | 82 |
| 13 |
| — |
| (95 | ) | — |
| Equity in net earnings of affiliates | — |
| — |
| — |
| — |
| — |
| NET EARNINGS | 52 |
| 82 |
| 13 |
| (95 | ) | 52 |
| Less: Net earnings attributable to noncontrolling interests | — |
| — |
| — |
| — |
| — |
| NET EARNINGS ATTRIBUTABLE TO OWENS CORNING | $ | 52 |
| $ | 82 |
| $ | 13 |
| $ | (95 | ) | $ | 52 |
|
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 | $ | — |
| $ | 2,883 |
| $ | 1,485 |
| $ | (286 | ) | $ | 4,082 |
| COST OF SALES | — |
| 2,347 |
| 1,164 |
| (286 | ) | 3,225 |
| Gross margin | — |
| 536 |
| 321 |
| — |
| 857 |
| OPERATING EXPENSES | | | | | | Marketing and administrative expenses | 92 |
| 209 |
| 88 |
| — |
| 389 |
| Science and technology expenses | — |
| 44 |
| 9 |
| — |
| 53 |
| Charges related to cost reduction actions | — |
| — |
| (5 | ) | — |
| (5 | ) | Other expenses (income), net | (41 | ) | 12 |
| 39 |
| — |
| 10 |
| Total operating expenses | 51 |
| 265 |
| 131 |
| — |
| 447 |
| EARNINGS BEFORE INTEREST AND TAXES | (51 | ) | 271 |
| 190 |
| — |
| 410 |
| Interest expense, net | 73 |
| 2 |
| 5 |
| — |
| 80 |
| Gain on extinguishment of debt | (5 | ) | — |
| — |
| — |
| (5 | ) | EARNINGS BEFORE TAXES | (119 | ) | 269 |
| 185 |
| — |
| 335 |
| Less: Income tax expense | (39 | ) | 97 |
| 54 |
| — |
| 112 |
| Equity in net earnings of subsidiaries | 301 |
| 129 |
| — |
| (430 | ) | — |
| Equity in net earnings of affiliates | — |
| — |
| 1 |
| — |
| 1 |
| NET EARNINGS | 221 |
| 301 |
| 132 |
| (430 | ) | 224 |
| Less: Net earnings attributable to noncontrolling interests | — |
| — |
| 3 |
| — |
| 3 |
| NET EARNINGS ATTRIBUTABLE TO OWENS CORNING | $ | 221 |
| $ | 301 |
| $ | 129 |
| $ | (430 | ) | $ | 221 |
|
OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 (in millions) | | | | | | | | | | | | | | | | | | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | NET SALES | $ | — |
| $ | 2,800 |
| $ | 1,496 |
| $ | (281 | ) | $ | 4,015 |
| COST OF SALES | (9 | ) | 2,314 |
| 1,258 |
| (281 | ) | 3,282 |
| Gross margin | 9 |
| 486 |
| 238 |
| — |
| 733 |
| OPERATING EXPENSES | | | | | | Marketing and administrative expenses | 84 |
| 191 |
| 97 |
| — |
| 372 |
| Science and technology expenses | — |
| 44 |
| 13 |
| — |
| 57 |
| Charges related to cost reduction actions | — |
| 1 |
| 30 |
| — |
| 31 |
| Other expenses (income), net | (14 | ) | 8 |
| (9 | ) | — |
| (15 | ) | Total operating expenses | 70 |
| 244 |
| 131 |
| — |
| 445 |
| EARNINGS BEFORE INTEREST AND TAXES | (61 | ) | 242 |
| 107 |
| — |
| 288 |
| Interest expense, net | 80 |
| 2 |
| 4 |
| — |
| 86 |
| EARNINGS BEFORE TAXES | (141 | ) | 240 |
| 103 |
| — |
| 202 |
| Less: Income tax expense | (53 | ) | 46 |
| 16 |
| — |
| 9 |
| Equity in net earnings of subsidiaries | 281 |
| 87 |
| — |
| (368 | ) | — |
| Equity in net earnings of affiliates | — |
| — |
| 1 |
| — |
| 1 |
| NET EARNINGS | 193 |
| 281 |
| 88 |
| (368 | ) | 194 |
| Less: Net earnings attributable to noncontrolling interests | — |
| — |
| 1 |
| — |
| 1 |
| NET EARNINGS ATTRIBUTABLE TO OWENS CORNING | $ | 193 |
| $ | 281 |
| $ | 87 |
| $ | (368 | ) | $ | 193 |
|
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 |
| $ | 52 |
| $ | (183 | ) | $ | 113 |
| Currency translation adjustment (net of tax) | (38 | ) | — |
| — |
| — |
| (38 | ) | Pension and other postretirement adjustment (net of tax) | 6 |
| — |
| — |
| — |
| 6 |
| Deferred gain (loss) on hedging (net of tax) | (1 | ) | — |
| — |
| — |
| (1 | ) | COMPREHENSIVE EARNINGS | 79 |
| 132 |
| 52 |
| (183 | ) | 80 |
| Less: Net earnings attributable to noncontrolling interests | — |
| — |
| 1 |
| — |
| 1 |
| COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING | $ | 79 |
| $ | 132 |
| $ | 51 |
| $ | (183 | ) | $ | 79 |
|
OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2014 (in millions)
| | | | | | | | | | | | | | | | | | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | NET EARNINGS | $ | 52 |
| $ | 82 |
| $ | 13 |
| $ | (95 | ) | $ | 52 |
| Currency translation adjustment (net of tax) | (59 | ) | — |
| — |
| — |
| (59 | ) | Pension and other postretirement adjustment (net of tax) | 4 |
| — |
| — |
| — |
| 4 |
| Deferred gain (loss) on hedging (net of tax) | — |
| — |
| — |
| — |
| — |
| COMPREHENSIVE EARNINGS | (3 | ) | 82 |
| 13 |
| (95 | ) | (3 | ) | Less: Comprehensive earnings attributable to noncontrolling interests | — |
| — |
| — |
| — |
| — |
| COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING | $ | (3 | ) | $ | 82 |
| $ | 13 |
| $ | (95 | ) | $ | (3 | ) |
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 |
| $ | 132 |
| $ | (430 | ) | $ | 224 |
| Currency translation adjustment (net of tax) | (81 | ) | — |
| — |
| — |
| (81 | ) | Pension and other postretirement adjustment (net of tax) | 12 |
| — |
| — |
| — |
| 12 |
| Deferred gain (loss) on hedging (net of tax) | 2 |
| — |
| — |
| — |
| 2 |
| COMPREHENSIVE EARNINGS | 154 |
| 301 |
| 132 |
| (430 | ) | 157 |
| Less: Net earnings attributable to noncontrolling interests | — |
| — |
| 3 |
| — |
| 3 |
| COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING | $ | 154 |
| $ | 301 |
| $ | 129 |
| $ | (430 | ) | $ | 154 |
|
OWENS CORNING AND SUBSIDIARIES CONSOLIDATING STATEMENT OF COMPREHENSIVE EARNINGS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 (in millions) | | | | | | | | | | | | | | | | | | Parent | Guarantor Subsidiaries | Non-Guarantor Subsidiaries | Eliminations | Consolidated | NET EARNINGS | $ | 193 |
| $ | 281 |
| $ | 88 |
| $ | (368 | ) | $ | 194 |
| Currency translation adjustment (net of tax) | (64 | ) | — |
| — |
| — |
| (64 | ) | Pension and other postretirement adjustment (net of tax) | 6 |
| — |
| — |
| — |
| 6 |
| Deferred gain (loss) on hedging (net of tax) | (1 | ) | — |
| — |
| — |
| (1 | ) | COMPREHENSIVE EARNINGS | 134 |
| 281 |
| 88 |
| (368 | ) | 135 |
| Less: Comprehensive earnings attributable to noncontrolling interests | — |
| — |
| 1 |
| — |
| 1 |
| COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING | $ | 134 |
| $ | 281 |
| $ | 87 |
| $ | (368 | ) | $ | 134 |
|
OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEET AS OF SEPTEMBER 30, 2015 (in millions) | | | | | | | | | | | | | | | | | ASSETS | Parent | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Eliminations | Consolidated | CURRENT ASSETS | | | | | | Cash and cash equivalents | $ | — |
| $ | 2 |
| $ | 60 |
| $ | — |
| $ | 62 |
| Receivables, less allowances | — |
| — |
| 861 |
| — |
| 861 |
| Due from affiliates | — |
| 3,170 |
| — |
| (3,170 | ) | — |
| Inventories | — |
| 444 |
| 257 |
| — |
| 701 |
| Assets held for sale | — |
| — |
| 14 |
| — |
| 14 |
| Other current assets | 11 |
| 136 |
| 90 |
| — |
| 237 |
| Total current assets | 11 |
| 3,752 |
| 1,282 |
| (3,170 | ) | 1,875 |
| Investment in subsidiaries | 7,614 |
| 2,495 |
| 559 |
| (10,668 | ) | — |
| Due from affiliates | — |
| — |
| 815 |
| (815 | ) | — |
| Property, plant and equipment, net | 462 |
| 1,344 |
| 1,079 |
| — |
| 2,885 |
| Goodwill | — |
| 1,127 |
| 40 |
| — |
| 1,167 |
| Intangible assets | — |
| 975 |
| 215 |
| (186 | ) | 1,004 |
| Deferred income taxes | 29 |
| 297 |
| 26 |
| — |
| 352 |
| Other non-current assets | 33 |
| 63 |
| 132 |
| — |
| 228 |
| TOTAL ASSETS | $ | 8,149 |
| $ | 10,053 |
| $ | 4,148 |
| $ | (14,839 | ) | $ | 7,511 |
| LIABILITIES AND EQUITY | | | | | | CURRENT LIABILITIES | | | | | | Accounts payable and accrued liabilities | $ | 88 |
| $ | 631 |
| $ | 244 |
| $ | — |
| $ | 963 |
| Due to affiliates | 2,122 |
| — |
| 1,048 |
| (3,170 | ) | — |
| Short-term debt | — |
| 12 |
| 6 |
| — |
| 18 |
| Long-term debt – current portion | — |
| 2 |
| 1 |
| — |
| 3 |
| Total current liabilities | 2,210 |
| 645 |
| 1,299 |
| (3,170 | ) | 984 |
| Long-term debt, net of current portion | 1,843 |
| 14 |
| 122 |
| — |
| 1,979 |
| Due to affiliates | — |
| 815 |
| — |
| (815 | ) | — |
| Pension plan liability | 257 |
| — |
| 118 |
| — |
| 375 |
| Other employee benefits liability | — |
| 231 |
| 12 |
| — |
| 243 |
| Deferred income taxes | — |
| — |
| 18 |
| — |
| 18 |
| Other liabilities | 104 |
| 175 |
| 45 |
| (186 | ) | 138 |
| OWENS CORNING STOCKHOLDERS’ EQUITY | | | | | | Preferred stock | — |
| — |
| — |
| — |
| — |
| Common stock | 1 |
| — |
| — |
| — |
| 1 |
| Additional paid in capital | 3,959 |
| 6,293 |
| 1,703 |
| (7,996 | ) | 3,959 |
| Accumulated earnings | 966 |
| 1,880 |
| 792 |
| (2,672 | ) | 966 |
| Accumulated other comprehensive deficit | (617 | ) | — |
| — |
| — |
| (617 | ) | Cost of common stock in treasury | (574 | ) | — |
| — |
| — |
| (574 | ) | Total Owens Corning stockholders’ equity | 3,735 |
| 8,173 |
| 2,495 |
| (10,668 | ) | 3,735 |
| Noncontrolling interests | — |
| — |
| 39 |
| — |
| 39 |
| Total equity | 3,735 |
| 8,173 |
| 2,534 |
| (10,668 | ) | 3,774 |
| TOTAL LIABILITIES AND EQUITY | $ | 8,149 |
| $ | 10,053 |
| $ | 4,148 |
| $ | (14,839 | ) | $ | 7,511 |
|
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 NINE MONTHS ENDED SEPTEMBER 30, 2015 (in millions) | | | | | | | | | | | | | | | | | | Parent | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Eliminations | Consolidated | NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES | $ | (54 | ) | $ | 221 |
| $ | 217 |
| $ | — |
| $ | 384 |
| NET CASH FLOW USED FOR INVESTING ACTIVITIES | | | | | | Additions to plant and equipment | (16 | ) | (170 | ) | (54 | ) | — |
| (240 | ) | Proceeds from the sale of assets or affiliates | — |
| — |
| 3 |
| — |
| 3 |
| Purchases of alloy | — |
| — |
| (8 | ) | — |
| (8 | ) | Proceeds from sale of alloy | — |
| — |
| 8 |
| — |
| 8 |
| Net cash flow used for investing activities | (16 | ) | (170 | ) | (51 | ) | — |
| (237 | ) | NET CASH FLOW (USED FOR) PROVIDED BY FINANCING ACTIVITIES | | | | | | Proceeds from senior revolving credit and receivables securitization facilities | 943 |
| — |
| 136 |
| — |
| 1,079 |
| Payments on senior revolving credit and receivables securitization facilities | (942 | ) | — |
| (140 | ) | — |
| (1,082 | ) | Payments on long-term debt | (5 | ) | (1 | ) | (2 | ) | — |
| (8 | ) | Net increase (decrease) in short-term debt | — |
| (13 | ) | 3 |
| — |
| (10 | ) | Cash dividends paid | (58 | ) | — |
| — |
| — |
| (58 | ) | Purchases of treasury stock | (86 | ) | — |
| — |
| — |
| (86 | ) | Other intercompany loans | 200 |
| (36 | ) | (164 | ) | — |
| — |
| Other | 18 |
| — |
| — |
| — |
| 18 |
| Net cash flow provided by financing activities | 70 |
| (50 | ) | (167 | ) | — |
| (147 | ) | Effect of exchange rate changes on cash | — |
| — |
| (5 | ) | — |
| (5 | ) | Net increase 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 |
|
OWENS CORNING AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2014 (in millions) | | | | | | | | | | | | | | | | | | Parent | Guarantor Subsidiaries | Non- Guarantor Subsidiaries | Eliminations | Consolidated | NET CASH FLOW PROVIDED BY (USED FOR) OPERATING ACTIVITIES | $ | (54 | ) | $ | 131 |
| $ | (15 | ) | $ | — |
| $ | 62 |
| NET CASH FLOW USED FOR INVESTING ACTIVITIES | | | | | | Additions to plant and equipment | (9 | ) | (120 | ) | (87 | ) | — |
| (216 | ) | Proceeds from the sale of assets or affiliates | 44 |
| — |
| 21 |
| — |
| 65 |
| Investment in subsidiaries and affiliates, net of cash acquired | — |
| (5 | ) | (7 | ) | — |
| (12 | ) | Proceeds from Hurricane Sandy insurance claims | — |
| — |
| — |
| — |
| — |
| Derivative Settlement | — |
| — |
| 1 |
| — |
| 1 |
| Purchases of alloy | — |
| — |
| (25 | ) | — |
| (25 | ) | Proceeds from sale of alloy | 4 |
| — |
| 21 |
| — |
| 25 |
| Net cash flow used for investing activities | 39 |
| (125 | ) | (76 | ) | — |
| (162 | ) | NET CASH FLOW (USED FOR) PROVIDED BY FINANCING ACTIVITIES | | | | | | Proceeds from senior revolving credit and receivables securitization facilities | 1,018 |
| — |
| 50 |
| — |
| 1,068 |
| Payments on senior revolving credit and receivables securitization facilities | (919 | ) | — |
| — |
| — |
| (919 | ) | Payments on long-term debt | — |
| — |
| (1 | ) | — |
| (1 | ) | Net increase (decrease) in short-term debt | — |
| — |
| 21 |
| — |
| 21 |
| Cash dividends paid | (37 | ) | — |
| — |
| — |
| (37 | ) | Purchase of treasury stock | (44 | ) | — |
| — |
| — |
| (44 | ) | Other intercompany loans | (10 | ) | (3 | ) | 13 |
| — |
| — |
| Other | 7 |
| — |
| — |
| — |
| 7 |
| Net cash flow provided by financing activities | 15 |
| (3 | ) | 83 |
| — |
| 95 |
| Effect of exchange rate changes on cash | — |
| — |
| (1 | ) | — |
| (1 | ) | Net increase in cash and cash equivalents | — |
| 3 |
| (9 | ) | — |
| (6 | ) | Cash and cash equivalents at beginning of period | — |
| 3 |
| 54 |
| — |
| 57 |
| CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | — |
| $ | 6 |
| $ | 45 |
| $ | — |
| $ | 51 |
|
|