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Owens Corning

For the period ended Jun 30, 2025. Filed Aug 6, 2025.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 6, 2025

OC$121.31-2.4%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-07.

0001628280-25-022858

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-06.

0001370946-25-000205

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 146 previous paragraphs and 156 current paragraphs.

108 unchanged; 36 reworded; 12 added; 2 removed; 0 previous and 0 current paragraphs rearranged.

Tables are not compared: 9 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (12)

Current report

On May 13, 2025, the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to 12 million shares of the Company’s outstanding common stock (the “2025 Repurchase Authorization”). The 2025 Repurchase Authorization enables the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company’s discretion. This authorization is in addition to the previously announced share repurchase program.

Current report

In the second quarter and year-to-date 2025, other expenses decreased $105 million and decreased $120 million, respectively, compared to the same periods in 2024. For the second quarter and year-to-date 2025, the decrease was primarily driven by lower acquisition-related transaction and restructuring costs, along with gains on sale of certain precious metals.

Current report

For year-to-date 2025, net sales in our Roofing segment increased $73 million compared to the same period in 2024. Higher selling prices of $88 million and favorable mix were partially offset by lower sales volumes of approximately 1%.

Current report

In our Roofing segment, EBITDA in the second quarter of 2025 increased $20 million compared to the same period in 2024 due to higher selling prices of $51 million, which were partially offset by higher manufacturing costs of $12 million. The remaining variance was driven by input cost inflation of $7 million, higher selling, general, and administrative expenses and slightly lower volumes.

Current report

For year-to-date 2025, EBITDA in our Roofing segment increased $14 million compared to the same period in 2024. Higher selling prices of $88 million more than offset higher manufacturing costs of $31 million, input cost inflation of $15 million and lower volumes. The remaining difference was driven about equally by higher selling, general, and administrative expenses and unfavorable mix.

Current report

In our Insulation segment, EBITDA in the second quarter of 2025 decreased $21 million compared to the same period in 2024. The impact of production downtime, unfavorable mix, input cost inflation of $11 million and lower sales volumes were partially offset by higher selling prices of $12 million and lower manufacturing costs of $6 million.

Current report

For the year-to-date 2025, EBITDA in our Insulation segment decreased $19 million compared to the same period in 2024. The decrease was driven by lower sales volumes, input cost inflation of $21 million, and the impact of production downtime. This was partially offset by higher selling prices of $34 million and lower manufacturing costs of $11 million.

Current report

In the second quarter of 2025, the Company performed its ongoing assessment to consider whether events or circumstances had occurred that could more likely than not reduce the fair value of the Doors reporting unit below its carrying value. The narrow cushion on the Doors reporting unit, due to its recent acquisition, and the high level of near-term macroeconomic uncertainty caused by recently announced tariffs, triggered the Company to perform an interim goodwill impairment test as of June 30, 2025 for the Doors reporting unit. The fair value of the reporting unit was determined based on a discounted cash flow analysis, or income approach, as well as a market approach, based on market multiples of comparable companies.

Current report

As a result of this test, we determined that no impairment existed for the Doors reporting unit as the fair value exceeded the carrying value by approximately 5%. Changes in assumptions or estimates used in our goodwill impairment testing could materially affect the determination of the fair value of the reporting unit. Additional tariffs or trade restrictions that the Company is unable to offset, negative impacts from tariffs on demand, or further declines in the macroeconomic outlook could result in declines in revenues and margins necessitating the need for impairment assessments in future periods. The most significant assumptions used in the fair value analysis were base year revenue, revenue growth rate, adjusted EBITDA margins, discount rate and market multiples under the market approach.

Current report

If all other assumptions remain constant, a 1% decrease in the base year revenue would decrease the fair value by approximately 1%, a 1% decrease in the revenue growth rates would decrease the fair value by approximately 4%, a 0.5% decrease in forecasted adjusted EBITDA margins would decrease the fair value by approximately 4%, a 0.5% increase in the selected discount rate of 10.0% would decrease the fair value by approximately 4%, and a decrease of 1 in the selected market multiples under the market approach would decrease the fair value by approximately 5%.
Removed paragraphs (2)

Previous report

In the first quarter 2025, other expenses, net decreased $13 million compared to the same period in 2024. For the first quarter 2025, the decrease was primarily driven by lower acquisition and strategic review-related costs, which were slightly offset by higher gains on the sale of precious metals.

Previous report

In our Insulation segment, EBITDA in the first quarter of 2025 increased $2 million compared to the same period in 2024 primarily driven by higher selling prices of $22 million, favorable mix and lower manufacturing costs of $5 million, which were partially offset by lower sales volumes and input cost inflation of $10 million.
Reworded paragraphs (36)

Previous wording

Net earnings from continuing operations attributable to Owens Corning were $255 million in the first quarter of 2025, compared to $278 million in the same period of 2024. The Company generated $565 million in adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) from continuing operations for the first quarter of 2025, compared to $515 million in the same period of 2024. See the Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization From Continuing Operations section of the MD&A for further information regarding Adjusted EBITDA from continuing operations, including the reconciliation to net earnings from continuing operations attributable to Owens Corning. First quarter of 2025 segment earnings before interest, taxes, depreciation and amortization (“EBITDA”) performance in our Roofing segment compared to the same period of 2024 decreased $6 million, while our Insulation segment increased $2 million. First quarter of 2025 EBITDA for our Doors segment was $68 million. Within our Corporate, Other and Eliminations category, General corporate expense and other increased by $14 million.

Current wording

Net earnings from continuing operations attributable to Owens Corning were $334 million in the second quarter of 2025, compared to $256 million in the same period of 2024. The Company generated $703 million in adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) from continuing operations for the second quarter of 2025, compared to $678 million in the same period of 2024. See the Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization From Continuing Operations section of the MD&A for further information regarding Adjusted EBITDA from continuing operations, including the reconciliation to net earnings from continuing operations attributable to Owens Corning. Second quarter of 2025 segment earnings before interest, taxes, depreciation and amortization (“EBITDA”) performance in our Roofing segment compared to the same period of 2024 increased $20 million, while our Insulation segment decreased $21 million. Second quarter of 2025 EBITDA for our Doors segment increased $14 million when compared to the same period of 2024. Within our Corporate, Other and Eliminations category, General corporate expense and other decreased by $12 million.

Previous wording

On February 13, 2025, the Company entered into a definitive agreement for the sale of our global glass reinforcements (“GR”) business for a purchase price of approximately $436 million, less costs to sell. As of March 31, 2025, the estimated purchase price was $498 million, net of cash, and less costs to sell. The change since signing is due to the changes in customary and transaction-specific price adjustments which are subject to further changes through the date of the final closing adjustments. The GR business, historically part of the Company’s Composites segment, manufactures, fabricates, and sells glass fiber reinforcements for a wide variety of applications in wind energy, infrastructure, industrial, transportation and consumer markets. The sale will complete Owens Corning’s review of strategic alternatives for the business, as previously announced on February 9, 2024, and aligns with our strategy to reshape the Company to focus on building products in North America and Europe. The transaction is expected to close in 2025 and is subject to customary regulatory approvals and other conditions.

Current wording

On February 13, 2025, the Company entered into a definitive agreement ("GR Agreement") for the sale of our global glass reinforcements (“GR”) business for a purchase price of approximately $436 million, less costs to sell. As of June 30, 2025, the estimated purchase price was $515 million, net of cash, and less costs to sell. The change since signing is due to the changes in customary and transaction-specific price adjustments which are subject to further changes through the date of the final closing adjustments. The GR business, historically part of the Company’s Composites segment, manufactures, fabricates, and sells glass fiber reinforcements for a wide variety of applications in wind energy, infrastructure, industrial, transportation and consumer markets. The sale will complete Owens Corning’s review of strategic alternatives for the business, as previously announced on February 9, 2024, and aligns with our strategy to reshape the Company to focus on building products in North America and Europe. The transaction is expected to close in 2025 and is subject to customary regulatory approvals and other conditions.

Previous wording

The transaction represents a strategic shift that has a major effect on the Company's operations and financial results. Effective January 1, 2025, the GR business’ financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented. In the first quarter of 2025, net earnings (loss) from discontinued operations attributable to Owens Corning was $348 million on the Consolidated Statements of Earnings, primarily related to the loss recognized upon the classification of the GR business into discontinued operations. The loss on discontinued operations was determined by comparing the carrying value of the discontinued operation to the fair value of the business, as derived from the signed purchase agreement, less estimated costs to sell.

Current wording

The transaction represents a strategic shift that has a major effect on the Company's operations and financial results. Effective January 1, 2025, the GR business’ financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented. In the three and six months ended June 30, 2025, net earnings (loss) from discontinued operations attributable to Owens Corning was $29 million of earnings and $319 million of loss, respectively, on the Consolidated Statements of Earnings, primarily related to the loss recognized upon the classification of the GR business into discontinued operations. The loss on discontinued operations was determined by comparing the carrying value of the discontinued operation to the fair value of the business, as derived from the signed GR Agreement, less estimated costs to sell.

Previous wording

After allocating Goodwill to the discontinued operation, the Company compared the carrying value of the discontinued operation to the fair value of the discontinued operation, defined as the sale price less estimated selling costs. During the three months ended March 31, 2025, the Company incurred a pre-tax loss on classification as discontinued operations of $362 million.

Current wording

After allocating Goodwill to the discontinued operation, the Company compared the carrying value of the discontinued operation to the fair value of the discontinued operation, defined as the sale price less estimated selling costs. During the three and six months ended June 30, 2025, the Company incurred a pre-tax loss on classification as discontinued operations of $19 million and $381 million, respectively.

Previous wording

Effective January 1, 2025, due to a strategic shift in how we manage our business as a result of the agreement to sell the GR business and the classification of the GR business as a discontinued operation, we changed the composition of our reportable segments. As a result, all prior period information was recast to reflect this change. The Company now has three reportable segments: Roofing, Insulation and Doors.

Current wording

Effective January 1, 2025, due to a strategic shift in how we manage our business as a result of the GR Agreement and the classification of the GR business as a discontinued operation, we changed the composition of our reportable segments. As a result, all prior period information was recast to reflect this change. The Company now has three reportable segments: Roofing, Insulation and Doors.

Previous wording

In the first quarter 2025, net sales increased $513 million compared to the same period in 2024. For the first quarter 2025, the increase in net sales was primarily driven by the revenues from our Doors segment as a result of the Masonite acquisition, which were partially offset by lower sales volumes for our Roofing and Insulation segments.

Current wording

In the second quarter and year-to-date 2025, net sales increased $250 million and increased $763 million, respectively, compared to the same periods in 2024. For the second quarter and year-to-date 2025, the increase in net sales was primarily driven by the revenues from our Doors segment as a result of the Masonite acquisition and higher selling prices, which were partially offset by lower sales volumes for our Insulation and Roofing segments.

Previous wording

In the first quarter 2025, gross margin increased $97 million compared to the same period in 2024. For the first quarter 2025, the increase was primarily driven by the margins from our Doors segment as a result of the Masonite acquisition which were partially offset by lower sales volumes.

Current wording

In the second quarter and year-to-date 2025, gross margin increased $45 million and increased $142 million, respectively, compared to the same periods in 2024. For the second quarter and year to date 2025, the increase was primarily driven by the margins from our Doors segment as a result of the Masonite acquisition and higher selling prices, which were partially offset by lower sales volumes.

Previous wording

In the first quarter 2025, marketing and administrative expenses increased $71 million compared to the same period in 2024. This increase was primarily driven by the addition of the Doors segment's selling, general, and administrative expenses, along with inflation throughout the rest of the organization.

Current wording

In the second quarter and year-to-date 2025, marketing and administrative expenses increased $34 million and increased $105 million, respectively, compared to the same periods in 2024. For the second quarter and year-to-date 2025, the increase was primarily driven by the addition of the Doors segment's selling, general, and administrative expenses, along with inflation throughout the rest of the organization.

Previous wording

In the first quarter 2025, interest expense, net, increased $48 million compared to the same period in 2024. For the first quarter, the increase was driven by interest on the higher long-term debt balances and lower interest income due to lower cash balances.

Current wording

In the second quarter and year-to-date 2025, interest expense, net, remained flat and increased $48 million, respectively, compared to the same periods in 2024. For year-to-date, the increase was driven by interest on the higher long-term debt balances and lower interest income due to lower cash balances.

Previous wording

Income tax expense for the three months ended March 31, 2025 was $88 million. For the first quarter of 2025, the Company’s effective tax rate was 26%. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended March 31, 2025 is primarily due to U.S. state and local income tax expense and foreign rate differential.

Current wording

Income tax expense for the three and six months ended June 30, 2025 was $110 million and $198 million, respectively. For the second quarter of 2025 and the six months ended June 30, 2025, the Company’s effective tax rate was 25% and 25%, respectively. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three and six months ended June 30, 2025 is primarily due to U.S. state and local income tax expense, and foreign rate differential.

Previous wording

Income tax expense for the three months ended March 31, 2024 was $83 million. For the first quarter of 2024, the Company's effective tax rate was 23%. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended March 31, 2024 is primarily due to U.S. state and local income tax expense, partially offset by discrete tax benefits related to valuation allowance and stock-based compensation.

Current wording

Income tax expense for the three and six months ended June 30, 2024 was $101 million and $184 million, respectively. For the second quarter of 2024 and the six months ended June 30, 2024, the Company's effective tax rate was 28% and 26%, respectively. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended June 30, 2024 is primarily due to U.S. state and local income tax expense, foreign rate differential, U.S. federal taxes on foreign earnings and permanently non-deductible expenses both of which were related to the acquisition of Masonite. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the six months ended June 30, 2024 is primarily due to U.S. state and local income tax expense and foreign rate differential, partially offset by discrete tax benefits related to valuation allowance and stock-based compensation.

Previous wording

At the beginning of 2025, we changed our segment measure of profitability for our reportable segments from Earnings before interest and taxes ("EBIT") to Earnings before interest, taxes, depreciation and amortization (“EBITDA”), as the measure used for purposes of making decisions about allocating resources to the segments and assessing performance, effective January 1, 2025. Prior period amounts have been recast to reflect the new segment measure for profitability.

Current wording

Effective January 1, 2025, we changed our segment measure of profitability for our reportable segments from Earnings before interest and taxes ("EBIT") to EBITDA, as the measure used for purposes of making decisions about allocating resources to the segments and assessing performance. Prior period amounts have been recast to reflect the new segment measure for profitability.

Previous wording

In our Roofing segment, net sales in the first quarter of 2025 increased $22 million compared to the same period in 2024 due to higher selling prices of $37 million, partially offset by lower volumes of approximately 1%.

Current wording

In our Roofing segment, net sales in the second quarter of 2025 increased $51 million compared to the same period in 2024 due to higher selling prices of $51 million. Lower volumes of approximately 1% were offset by favorable mix.

Previous wording

In our Roofing segment, the Company expects non-discretionary residential re-roof and remodeling activity to remain solid. Uncertainties that may impact Roofing demand include demand from storms and other weather-related events, competitive pricing pressure and the cost and availability of raw materials, particularly asphalt. The Company will continue to focus on managing costs, capital expenditures and working capital to best service the market demand.

Current wording

In our Roofing segment, the Company expects non-discretionary residential re-roof and remodeling activity to moderate in the near-term. Uncertainties that may impact Roofing demand include demand from storms and other weather-related events, competitive pricing pressure and the cost and availability of raw materials, particularly asphalt. The Company will continue to focus on managing costs, capital expenditures and working capital to best service the market demand.

Previous wording

In our Roofing segment, EBITDA in the first quarter of 2025 decreased $6 million compared to the same period in 2024 due to higher manufacturing costs of $19 million, lower sales volumes, input cost inflation of $8 million and unfavorable mix, which were partially offset by higher selling prices of $37 million.

Current wording

In our Insulation segment, net sales in the second quarter of 2025 decreased $40 million compared to the same period in 2024 due to lower sales volumes of approximately 4% and unfavorable mix, which were partially offset by higher selling prices of $12 million.

Previous wording

In our Insulation segment, net sales in the first quarter of 2025 decreased $48 million compared to the same period in 2024 due to lower sales volumes of approximately 6% and $10 million of unfavorable impact of translating sales denominated in foreign currencies into United States dollars, which were partially offset by higher selling prices of $22 million.

Current wording

For year-to-date 2025, net sales in our Insulation segment decreased $88 million compared to the same period in 2024. The decrease was driven primarily by lower sales volumes of approximately 5%, unfavorable mix, and $10 million of unfavorable impact of translating sales denominated in foreign currencies into United States dollars, which were partially offset by higher selling prices of $34 million.

Previous wording

During the first quarter of 2025, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was approximately 1.370 million, a decrease from an annual average of approximately 1.415 million starts in the first quarter of 2024.

Current wording

During the second quarter of 2025, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was approximately 1.327 million, a decrease from an annual average of approximately 1.348 million starts in the second quarter of 2024.

Previous wording

The Company expects the new residential construction market in North America to be temporarily challenged, driven by an overall weakness in housing starts due to mortgage rates. However, due to a period of slow economic growth, the global non-residential construction markets are expected to remain soft temporarily. The Company continues to concentrate on driving productivity, managing costs, capital expenditures and working capital as we position ourselves to expand capacity within our existing manufacturing network.

Current wording

The Company expects the new residential construction market in North America to be temporarily challenged, driven by an overall weakness in housing starts due to mortgage rates. The global non-residential construction markets are expected to be relatively stable in the near-term. The Company continues to concentrate on driving productivity, managing costs, capital expenditures and working capital as we position ourselves to expand capacity within our existing manufacturing network.

Previous wording

In our new Doors segment, net sales in the first quarter 2025 were $540 million, due to the acquisition of Masonite, which was completed on May 15, 2024.

Current wording

In our new Doors segment, net sales in the second quarter and year-to-date of 2025 were $554 million and $1,094 million, respectively, primarily due to the acquisition of Masonite, which was completed on May 15, 2024.

Previous wording

In our newly acquired Doors segment, EBITDA in the first quarter 2025 was $68 million, due to the acquisition of Masonite, which was completed on May 15, 2024.

Current wording

In our newly acquired Doors segment, EBITDA in the second quarter and year-to-date 2025 were $75 million and $143 million, respectively, primarily due to the acquisition of Masonite, which was completed on May 15, 2024.

Previous wording

In Corporate, Other and Eliminations, EBITDA expenses for the first quarter of 2025 were lower by $18 million compared to the same period in 2024, primarily driven by lower acquisition-related transaction and restructuring costs, along with gains on sale of certain precious metals, partially offset by increased General corporate expense and other.

Current wording

In Corporate, Other and Eliminations, EBITDA expenses for the second quarter and year-to-date 2025 were lower by $103 million and $121 million, respectively, compared to the same period in 2024, primarily driven by lower acquisition-related transaction and restructuring costs, along with gains on sale of certain precious metals.

Previous wording

General corporate expense and other for the first quarter of 2025 were higher by $14 million compared to the same period in 2024.

Current wording

General corporate expense and other for the second quarter of 2025 were lower by $12 million compared to the same period in 2024. For year-to-date, general corporate expense and other were higher by $2 million compared to the same period in 2024.

Previous wording

The Company’s primary sources of liquidity are its balance of Cash and cash equivalents from continuing operations of $400 million as of March 31, 2025, its commercial paper program ("CP Program") and Senior Revolving Credit Facility (as defined below).

Current wording

The Company’s primary sources of liquidity are its balance of Cash and cash equivalents from continuing operations of $230 million as of June 30, 2025, its commercial paper program ("CP Program") and Senior Revolving Credit Facility (as defined below).

Previous wording

The Company had a Receivables Securitization Facility that was amended from time to time. The Receivables Securitization Facility was most recently amended in February 2025 to extend the maturity date to April 2025. Subsequently, on March 31, 2025, the Company terminated the Receivables Securitization Facility.

Current wording

The Company had a Receivables Securitization Facility that was amended from time to time. Effective March 31, 2025, the Company terminated the Receivables Securitization Facility.

Previous wording

Cash and cash equivalents were $440 million as of March 31, 2025, compared to $1.3 billion as of March 31, 2024. Cash and cash equivalents held by foreign subsidiaries may be subject to foreign withholding taxes upon repatriation to the U.S. As of March 31, 2025 and December 31, 2024, the Company had $78 million and $95 million, respectively, in cash and cash equivalents in certain of our foreign subsidiaries. The Company continues to assert indefinite reinvestment in accordance with Accounting Standards Codification (“ASC”) 740 based on the laws as of enactment of the tax legislation.

Current wording

Cash and cash equivalents were $265 million as of June 30, 2025, compared to $296 million as of June 30, 2024. Cash and cash equivalents held by foreign subsidiaries may be subject to foreign withholding taxes upon repatriation to the U.S. As of June 30, 2025 and December 31, 2024, the Company had $106 million and $95 million, respectively, in cash and cash equivalents in certain of our foreign subsidiaries. The Company continues to assert indefinite reinvestment in accordance with Accounting Standards Codification (“ASC”) 740 based on the laws as of enactment of the tax legislation.

Previous wording

Operating activities: Net cash flow used by operating activities increased by $73 million for the three months ended March 31, 2025 compared to the same period in 2024. The increase in cash used by operating activities was primarily due to higher increases in inventory and other operating assets, as well as lower increases in accounts payable. These were partially offset by higher cash earnings and lower increases in accounts receivable when compared to the same period in 2024. For the three months ended March 31, 2025, there was no depreciation and amortization related to discontinued operations.

Current wording

Operating activities: Net cash flow provided by operating activities decreased by $239 million for the six months ended June 30, 2025 compared to the same period in 2024. The decrease was primarily due to higher decreases in accounts payable and higher increases in inventory, partially offset by higher cash earnings when compared to the same period in 2024. For the six months ended June 30, 2025, there was no depreciation and amortization related to discontinued operations.

Previous wording

Investing activities: Net cash flow used for investing activities increased by $13 million for the three months ended March 31, 2025 compared to the same period in 2024. The increase was primarily driven by more cash paid for property, plant and equipment, slightly offset by higher proceeds from the sale of assets. For the three months ended March 31, 2025, cash paid for property, plant and equipment related to discontinued operations was $21 million.

Current wording

Investing activities: Net cash flow used for investing activities decreased by $2,807 million for the six months ended June 30, 2025 compared to the same period in 2024. The decrease was primarily driven by the Masonite acquisition in the prior year. For the six months ended June 30, 2025, cash paid for property, plant and equipment related to discontinued operations was $43 million.

Previous wording

Financing activities: Net cash flow provided by financing activities increased by $498 million for the three months ended March 31, 2025 compared to the same period in 2024. The increase was primarily driven by the issuance of CP Notes as well as lower treasury stock repurchases. These were slightly offset by the redemption of the remaining portion of the outstanding Masonite 2028 notes.

Current wording

Financing activities: Net cash flow used for financing activities increased by $1,433 million for the six months ended June 30, 2025 compared to the same period in 2024. The increase was primarily driven by higher net proceeds from long-term debt and the Receivables Securitization Facility in the prior year related to the Masonite acquisition as well as higher treasury stock repurchases in the current year. These were slightly offset by the issuance of CP Notes.

Previous wording

Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our 2024 Form 10-K for more details on these material cash requirements. During the first quarter of 2025, there have been no material changes to our expected uses of cash and contractual obligations.

Current wording

Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our 2024 Form 10-K for more details on these material cash requirements. During the second quarter of 2025, there have been no material changes to our expected uses of cash and contractual obligations.

Previous wording

As of March 31, 2025, the Company had $5.6 billion of total debt. The Company's Short-term debt includes $500 million of CP Notes.

Current wording

As of June 30, 2025, the Company had $5.5 billion of total debt. The Company's Short-term debt includes $420 million of CP Notes.

Previous wording

On March 5, 2025, the Company established a CP Program for the issuance of CP Notes with maturities ranging up to 397 days from the date of issuance. As of March 31, 2025, there were $500 million of CP Notes outstanding under the Program with a weighted average interest rate and weighted average maturity period of 4.62% and 29 days, respectively. We do not intend to have outstanding borrowings under our CP Program in excess of available capacity under our Senior Revolving Credit Facility.

Current wording

On March 5, 2025, the Company established a CP Program for the issuance of CP Notes with maturities ranging up to 397 days from the date of issuance. As of June 30, 2025, there were $420 million of CP Notes outstanding under the Program with a weighted average interest rate and weighted average maturity period of 4.60% and 27 days, respectively. We do not intend to have outstanding borrowings under our CP Program in excess of available capacity under our Senior Revolving Credit Facility.

Previous wording

On April 15, 2024, in connection with the acquisition of Masonite, we commenced a tender offer (the "Tender Offer") to purchase any and all of Masonite's outstanding 5.375% Senior Notes due 2028 (the “Masonite 2028 notes”) with an aggregate value of $501 million. On May 13, 2024, 94.25% of the outstanding Masonite 2028 notes were validly tendered, Following the settlement of the Tender Offer, approximately $29 million of the Masonite 2028 notes that were not tendered remained outstanding, which was been recorded on the Consolidated Balance Sheets as of December 31, 2024. On February 1, 2025 the Company redeemed the remaining portion of the outstanding Masonite 2028 notes for $30 million inclusive of accrued interest.

Current wording

On April 15, 2024, in connection with the acquisition of Masonite, we commenced a tender offer (the "Tender Offer") to purchase any and all of Masonite's outstanding 5.375% Senior Notes due 2028 (the “Masonite 2028 notes”) with an aggregate value of $501 million. On May 13, 2024, 94.25% of the outstanding Masonite 2028 notes were validly tendered. Following the settlement of the Tender Offer, approximately $29 million of the Masonite 2028 notes that were not tendered remained outstanding, which has been recorded on the Consolidated Balance Sheets as of December 31, 2024. On February 1, 2025, the Company redeemed the remaining portion of the outstanding Masonite 2028 notes for $30 million inclusive of accrued interest.

Previous wording

On May 31, 2024, the Company issued $500 million of 2027 senior notes with an annual interest rate of 5.500%, $800 million of 2034 senior notes with an annual interest rate of 5.700% and $700 million of 2054 senior notes with an annual interest rate of 5.950%. These senior notes are net of discounts and issuance costs of $4 million, $11 million and $17 million, respectively.

Current wording

On May 31, 2024, the Company issued $500 million of 2027 senior notes with an annual interest rate of 5.500%, $800 million of 2034 senior notes with an annual interest rate of 5.700% and $700 million of 2054 senior notes with an annual interest rate of 5.950%.

Previous wording

Please refer to Notes 5, 8, 12, and 12 of the Consolidated Financial Statements.

Current wording

Please refer to Notes 5, 8, and 12 of the Consolidated Financial Statements.

Previous wording

One of our primary objectives is the safety and well-being of our employees. Working safely is an unconditional, organization-wide expectation at Owens Corning, which we believe directly benefits employees’ lives, improves our manufacturing processes and reduces our costs. The Company maintains comprehensive safety programs focused on identifying hazards and eliminating risks that can lead to severe injuries. One of our primary safety measures is the Recordable Incident Rate (“RIR”) as defined by the United States Bureau of Labor Statistics. For the three months ended March 31, 2025, our RIR including the impact from our Doors segment as a result of the Masonite acquisition, was 0.54, compared to 0.31 as reported in the same period a year ago, which does not include the Doors segment.

Current wording

One of our primary objectives is the safety and well-being of our employees. Working safely is an unconditional, organization-wide expectation at Owens Corning, which we believe directly benefits employees’ lives, improves our manufacturing processes and reduces our costs. The Company maintains comprehensive safety programs focused on identifying hazards and eliminating risks that can lead to severe injuries. One of our primary safety measures is the Recordable Incident Rate (“RIR”) as defined by the United States Bureau of Labor Statistics. For the three months ended June 30, 2025, our RIR including the impact from our Doors segment as a result of the Masonite acquisition, was 0.60, compared to 0.46 as reported in the same period a year ago, which does not include the Doors segment. For the six months ended June 30, 2025, our RIR including the impact from our Doors segment as a result of the Masonite acquisition, was 0.58, compared to 0.39 as reported in the same period a year ago, which does not include the Doors segment.

Previous wording

As a result of classifying the GR business as a discontinued operation during the first quarter of 2025, a portion of Composites Goodwill was allocated to the discontinued operation as of March 31, 2025 and December 31, 2024. The Company determined the relative fair value of the discontinued operation to the fair value of the Composites business as of January 1, 2025, and then allocated a proportionate share of Composites Goodwill to the discontinued operation, resulting in an allocation of $98 million of Goodwill.

Current wording

As a result of classifying the GR business as a discontinued operation during the first quarter of 2025, a portion of Composites Goodwill was allocated to the discontinued operation. The Company determined the relative fair value of the discontinued operation to the fair value of the Composites business as of January 1, 2025, and then allocated a proportionate share of Composites Goodwill to the discontinued operation, resulting in an allocation of $98 million of Goodwill.