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Owens Corning

For the period ended Sep 30, 2025. Filed Nov 5, 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.

Sep 30, 2025 · Filed Nov 5, 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 2025-06-30; filed 2025-08-06.

0001370946-25-000205

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

Current report: 10-Q

Period ended 2025-09-30; filed 2025-11-05.

0001370946-25-000241

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 156 previous paragraphs and 172 current paragraphs.

114 unchanged; 41 reworded; 13 added; 1 removed; 0 previous and 4 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 (13)

Current report

In the third quarter of 2025, the Company conducted an interim goodwill impairment test for the Doors reporting unit due to a narrow valuation cushion and heightened macroeconomic uncertainty, using both income and market approaches. As a result, a $780 million non-cash impairment charge was recorded, which was equal to the excess of the reporting unit's carrying value over its fair value. The remaining goodwill for this reporting unit remains at risk for future impairment if economic conditions or key assumptions deteriorate.

Current report

In the third quarter of 2025, the Company recorded a non-cash impairment charge of $780 million related to the Doors reporting unit, which was equal to the excess of the reporting unit's carrying value over its fair value.

Current report

In our Roofing segment, net sales in the third quarter of 2025 increased $19 million compared to the same period in 2024. Higher selling prices of $37 million were partially offset by unfavorable mix and lower volumes of less than 1%.

Current report

In our Insulation segment, net sales in the third quarter of 2025 decreased $67 million compared to the same period in 2024. Lower sales volumes of approximately 5% and a $33 million unfavorable impact from the divestiture of our building materials business in China and Korea more than offset $12 million favorable impact of translating sales denominated in foreign currencies into United States dollars, slightly favorable mix, and relatively flat selling prices.

Current report

In our Doors segment, EBITDA in the third quarter of 2025 decreased $33 million compared to the same period in 2024. The decrease is primarily due to higher input cost inflation of $17 million, unfavorable manufacturing performance of $13 million, lower volumes, and lower selling prices of $6 million. This was partially offset by lower selling, general, and administrative costs and favorable mix.

Current report

Third Quarter Goodwill and Indefinite Lived Intangibles Triggering Event

Current report

Based on the results of this testing, the Company recorded a $780 million pre-tax non-cash impairment charge, equal to the excess of the Doors reporting unit's carrying value over its fair value, in the third quarter of 2025. This charge was recorded in Goodwill impairment charge on the Consolidated Statement of Earnings, and was included in the Corporate, Other and Eliminations reporting category. The reduction in fair value for the Doors reporting unit, and corresponding impairment charge, was primarily driven by a decrease in near-term revenue, including 2026, as a result of the macroeconomic uncertainty.

Current report

The remaining balance of goodwill for the Doors reporting unit of $732 million as of September, 30, 2025 continues to be at risk for future impairment. Continued uncertainty surrounding the macroeconomic factors impacting this reporting unit or changes in the significant assumptions mentioned above, could increase the likelihood of an additional future impairment.

Current report

Also, in the third quarter of 2025, we performed an interim impairment test for an indefinite-lived tradename used by our Doors reporting unit, based on the macroeconomic conditions that precipitated the interim goodwill impairment test described above. As a result of this test, we determined that no impairment existed for the tradename.

Current report

Fair value used in testing for potential impairment of our tradename was calculated using the relief-from-royalty method by applying an estimated market value royalty rate to the forecasted revenues of the businesses that utilize that asset. The assumed cash flows from this calculation are discounted at a rate based on a market participant discount rate. None of the assumptions were deemed to be significant.

Current report

During the third quarter of 2025, the Company also determined that a certain asset group within our Doors reportable segment should be tested for recoverability, primarily as a result of the goodwill triggering event for our Doors reporting unit. Recoverability of the long-lived assets was measured by comparing the carrying amount of the asset group to the future net undiscounted cash flows expected to be generated by the asset group. This comparison determined that the asset group was recoverable. None of the assumptions were deemed to be significant.
Removed paragraphs (1)

Previous report

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.
Reworded paragraphs (41)

Previous 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.

Current wording

Net (loss) earnings from continuing operations attributable to Owens Corning were $(495) million in the third quarter of 2025, compared to $287 million in the same period of 2024. The Company generated $638 million in adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) from continuing operations for the third quarter of 2025, compared to $705 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 (loss) earnings from continuing operations attributable to Owens Corning. Third 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 $4 million, while our Insulation segment decreased $36 million. Third quarter of 2025 EBITDA for our Doors segment decreased $33 million when compared to the same period of 2024. Within our Corporate, Other and Eliminations category, General corporate expense and other increased by $2 million.

Previous 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.

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 September 30, 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.

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 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.

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 nine months ended September 30, 2025, net earnings (loss) from discontinued operations attributable to Owens Corning was $1 million of earnings and $318 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 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.

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 nine months ended September 30, 2025, the Company incurred a pre-tax loss on classification as discontinued operations of $28 million and $409 million, respectively.

Previous 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.

Current wording

In the third quarter and year-to-date 2025, net sales decreased $79 million and increased $684 million, respectively, compared to the same periods in 2024. For the third quarter, the decrease was primarily driven by lower volumes in our Insulation and Doors segments and the unfavorable impact from the divestiture of our building materials business in China and Korea, while positive pricing from our Roofing segment provided a partial offset. For year-to-date 2025, the increase was primarily driven by the revenues from our Doors segment as a result of the Masonite acquisition and higher selling prices for our Roofing and Insulation segments, which were partially offset by lower sales volumes for our Insulation and Roofing segments.

Previous 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.

Current wording

In the third quarter and year-to-date 2025, gross margin decreased $94 million and increased $48 million, respectively, compared to the same periods in 2024. For the third quarter, the decrease was primarily driven by lower volumes for our Insulation and Doors segments. For 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 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.

Current wording

In the third quarter and year-to-date 2025, marketing and administrative expenses decreased $18 million and increased $87 million, respectively, compared to the same periods in 2024. For the third quarter, the decrease was driven by lower variable compensation, including reduced bonus accruals, and cost synergies from the acquisition of the Doors segment. For 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 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 wording

In the third quarter and year-to-date 2025, other expenses decreased $66 million and decreased $186 million, respectively, compared to the same periods in 2024. For the third quarter, the decrease was primarily driven by lower Masonite acquisition-related integration costs and GR strategic review-related costs. For year-to-date 2025, the decrease was primarily driven by lower acquisition-related, strategic review-related and restructuring costs, offset by higher gains on sale of certain precious metals.

Previous 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.

Current wording

In the third quarter and year-to-date 2025, interest expense, net, decreased $4 million and increased $44 million, respectively, compared to the same periods in 2024. For year-to-date 2025, 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 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.

Current wording

Income tax expense for the three and nine months ended September 30, 2025 was $102 million and $300 million, respectively. For the third quarter of 2025 and the nine months ended September 30, 2025, the Company’s effective tax rate was (26%) and 77%, respectively. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three and nine months ended September 30, 2025 is primarily due to U.S. state and local income tax expense, foreign rate differential and non-deductible goodwill impairment.

Previous 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.

Current wording

Income tax expense for the three and nine months ended September 30, 2024 was $118 million and $302 million, respectively. For the third quarter of 2024 and the nine months ended September 30, 2024, the Company's effective tax rate was 29% and 27%, respectively. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended September 30, 2024 is primarily due to U.S. state and local income tax expense, foreign rate differential and U.S. federal taxes on foreign earnings. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the nine months ended September 30, 2024 is primarily due to U.S. state and local income tax expense and foreign rate differential.

Previous wording

The following table presents the impact and respective location of these income (expense) items on the Consolidated Statements of Earnings From Continuing Operations:

Current wording

The following table presents the impact and respective location of these income (expense) items on the Consolidated Statements of (Loss) Earnings From Continuing Operations:

Previous wording

Adjusted EBITDA from continuing operations is a non-GAAP measure that excludes certain items that management does not allocate to our segment results because it believes they are not representative of the Company’s ongoing operations. Adjusted EBITDA from continuing operations is used internally by the Company for various purposes, including reporting results of operations to the Board of Directors of the Company, analysis of performance and related employee compensation measures. Although management believes that these adjustments result in a measure that provides a useful representation of our operational performance, the adjusted measure should not be considered in isolation or as a substitute for Net earnings from continuing operations attributable to Owens Corning as prepared in accordance with accounting principles generally accepted in the United States.

Current wording

Adjusted EBITDA from continuing operations is a non-GAAP measure that excludes certain items that management does not allocate to our segment results because it believes they are not representative of the Company’s ongoing operations. Adjusted EBITDA from continuing operations is used internally by the Company for various purposes, including reporting results of operations to the Board of Directors of the Company, analysis of performance and related employee compensation measures. Although management believes that these adjustments result in a measure that provides a useful representation of our operational performance, the adjusted measure should not be considered in isolation or as a substitute for Net (loss) earnings from continuing operations attributable to Owens Corning as prepared in accordance with accounting principles generally accepted in the United States.

Previous wording

The reconciliation from Net earnings from continuing operations attributable to Owens Corning to Adjusted EBITDA from continuing operations is shown in the table below:

Current wording

The reconciliation from Net (loss) earnings from continuing operations attributable to Owens Corning to Adjusted EBITDA from continuing operations is shown in the table below:

Previous wording

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 wording

For year-to-date 2025, net sales in our Roofing segment increased $92 million compared to the same period in 2024. Higher selling prices of $125 million were partially offset by lower sales volumes of approximately 1% and slightly unfavorable mix.

Previous wording

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 wording

In our Roofing segment, EBITDA in the third quarter of 2025 increased $4 million compared to the same period in 2024 due to higher selling prices of $37 million, which were partially offset by input cost inflation of $12 million and unfavorable mix. The remaining variance was driven by higher delivery costs of $6 million, higher selling, general, and administrative expenses and slightly lower volumes.

Previous wording

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 wording

For year-to-date 2025, EBITDA in our Roofing segment increased $18 million compared to the same period in 2024. Higher selling prices of $125 million more than offset higher manufacturing costs of $31 million, input cost inflation of $27 million and lower volumes. The remaining variance was driven by higher selling, general, and administrative expenses, unfavorable mix, and higher delivery costs of $6 million.

Previous 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.

Current wording

For year-to-date 2025, net sales in our Insulation segment decreased $155 million compared to the same period in 2024. The decrease was driven primarily by lower sales volumes of approximately 5%, $33 million unfavorable impact from divestiture and unfavorable mix. These items were partially offset by higher selling prices of $36 million and a slightly favorable impact of translating sales denominated in foreign currencies into United States dollars.

Previous wording

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 wording

In our Insulation segment, EBITDA in the third quarter of 2025 decreased $36 million compared to the same period in 2024. The impact of production downtime of $24 million, lower sales volumes and input cost inflation of $11 million more than offset lower manufacturing costs of $10 million, favorable mix, and relatively flat selling price.

Previous wording

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 wording

For the year-to-date 2025, EBITDA in our Insulation segment decreased $55 million compared to the same period in 2024. The decrease was driven by lower sales volumes, the impact of production downtime of $36 million, and input cost inflation of $32 million. This was partially offset by higher selling prices of $36 million, lower manufacturing costs of $21 million, and favorable mix.

Previous 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.

Current wording

During the third quarter of 2025, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was approximately 1.330 million, a slight increase from an annual average of approximately 1.326 million starts in the third quarter of 2024, which is primarily driven by a change in the weighting of single family and multi-family starts.

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. 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.

Current wording

The Company expects the new residential construction market in North America to remain challenged in the near-term, 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 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.

Current wording

In our Doors segment, net sales in the third quarter of 2025 decreased $28 million compared to the same period in 2024 primarily driven by lower volumes of approximately 5% and lower selling prices of $6 million, which was partially offset by favorable mix.

Previous 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.

Current wording

In our Doors segment, net sales year-to-date 2025 increased $755 million compared to the same period in 2024, 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 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.

Current wording

In our Doors segment, EBITDA year-to-date 2025 increased $49 million compared to the same period in 2024, primarily due to the acquisition of Masonite, which was completed on May 15, 2024.

Previous wording

The outlook for the Doors segment is driven by the residential new construction and residential repair and remodeling markets in North America and Europe. The Company expects the North America residential new construction market to be temporarily challenged, with discretionary residential repair and remodeling activity in North America remaining soft. Due to a weaker macroeconomic outlook and higher interest rates in Europe, the Company expects these markets to remain challenged. The Company will concentrate on managing costs, capital expenditures and working capital.

Current wording

The outlook for the Doors segment is driven by the residential new construction and residential repair and remodeling markets in North America and Europe. The Company expects the North America residential new construction market to remain challenged in the near-term, with discretionary residential repair and remodeling activity in North America remaining soft. Due to a weaker macroeconomic outlook, the Company expects these markets to remain challenged. The Company will concentrate on managing costs, capital expenditures and working capital.

Previous 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.

Current wording

In Corporate, Other and Eliminations, EBITDA expenses for the third quarter and year-to-date 2025 were higher by $714 million and $593 million, respectively, compared to the same period in 2024. For the third quarter and year-to-date, the increase was primarily driven by the goodwill impairment charge related to the Doors segment.

Previous 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.

Current wording

General corporate expense and other for the third quarter of 2025 were higher by $2 million compared to the same period in 2024. For year-to-date, general corporate expense and other were higher by $4 million compared to the same period in 2024.

Previous wording

In 2025, we estimate general corporate expenses to be approximately $240 million to $260 million.

Current wording

In 2025, we estimate general corporate expenses to be approximately $240 million.

Previous 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).

Current wording

The Company’s primary sources of liquidity are its balance of Cash and cash equivalents from continuing operations of $286 million as of September 30, 2025, its commercial paper program ("CP Program") and Senior Revolving Credit Facility (as defined below).

Previous 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.

Current wording

Cash and cash equivalents were $343 million as of September 30, 2025, compared to $499 million as of September 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 September 30, 2025 and December 31, 2024, the Company had $114 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 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.

Current wording

Operating activities: Net cash flow provided by operating activities decreased by $20 million for the nine months ended September 30, 2025 compared to the same period in 2024. The decrease was primarily due to higher decreases in accounts payable, partially offset by higher cash earnings and lower increases in accounts receivable when compared to the same period in 2024. For the nine months ended September 30, 2025, there was no depreciation and amortization related to discontinued operations.

Previous 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.

Current wording

Investing activities: Net cash flow used for investing activities decreased by $2,680 million for the nine months ended September 30, 2025 compared to the same period in 2024. The decrease was primarily driven by the Masonite acquisition in the prior year. For the nine months ended September 30, 2025, cash paid for property, plant and equipment related to discontinued operations was $64 million.

Previous 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.

Current wording

Financing activities: Net cash flow used for financing activities increased by $1,684 million for the nine months ended September 30, 2025 compared to the same period in 2024. The increase was primarily driven by higher net proceeds from long-term debt related to the Masonite acquisition and payments related to the tender offer to purchase Masonite senior notes due 2028 in the prior year 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 second 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 the 2024 Form 10-K for more details on these material cash requirements. During the third quarter of 2025, there have been no material changes to our expected uses of cash and contractual obligations.

Previous 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.

Current wording

As of September 30, 2025, the Company had $5.2 billion of total debt. The current portion of long-term debt includes $399 million of 3.4% senior notes maturing in the third quarter of 2026. Further discussion of the amount and timing of the future scheduled maturities of our senior notes can be found in Note 12 of the Consolidated Financial Statements. The Company's Short-term debt includes $40 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 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.

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 September 30, 2025, there were $40 million of CP Notes outstanding under the Program with a weighted average interest rate and weighted average maturity period of 4.25% and 12 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

We review supplier terms and conditions on an ongoing basis, and have negotiated payment terms extensions in recent years in connection with our efforts to reduce working capital and improve cash flow. Separate from those terms extension actions, certain of our subsidiaries have entered into paying agency agreements with third-party administrators. These voluntary supply chain finance programs (collectively, the “Programs”) generally give participating suppliers the ability to sell, or otherwise pledge as collateral, their receivables from the Company to the participating financial institutions, at the sole discretion of both the suppliers and financial institutions. The Company is not a party to the arrangements between the suppliers and the financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. The Company’s payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. One of the Programs includes a parent guarantee to the participating financial institution for a certain U.S. subsidiary that, at the time of the respective program’s inception in 2015, was a guarantor subsidiary of the Company’s credit agreement. The obligations are presented as Accounts payable within Total current liabilities on the Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flow.

Current wording

We review supplier terms and conditions on an ongoing basis, and have negotiated payment terms extensions in recent years in connection with our efforts to reduce working capital and improve cash flow. Separate from those terms extension actions, certain of our subsidiaries have entered into paying agency agreements with third-party administrators. These voluntary supply chain finance programs (collectively, the “Programs”) generally give participating suppliers the ability to sell, or otherwise pledge as collateral, their receivables from the Company to the participating financial institutions, at the sole discretion of both the suppliers and financial institutions. The Company is not a party to the arrangements between the suppliers and the financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. The Company’s payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. One of the Programs includes a parent guarantee to the participating financial institution for a certain U.S. subsidiary that, at the time of the respective program’s inception in 2015, was a guarantor subsidiary of the Company’s credit agreement.

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 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.

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 September 30, 2025, our RIR including the impact from our Doors segment as a result of the Masonite acquisition, was 0.56, compared to 0.58 as reported in the same period a year ago, which does not include the Doors segment. For the nine months ended September 30, 2025, our RIR including the impact from our Doors segment as a result of the Masonite acquisition, was 0.58, compared to 0.47 as reported in the same period a year ago, which does not include the Doors segment.

Previous wording

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 wording

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%. 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.

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Rearranged current paragraphs (4)

Current report — wording carried from elsewhere

The obligations are presented as Accounts payable within Total current liabilities on the Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flow.

Current report — wording carried from elsewhere

In the third 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 our reporting units below their carrying values. The narrow cushion on the Doors reporting unit, due to its recent acquisition, and the continuation of the previously disclosed macroeconomic uncertainty including softness in North America discretionary residential repair and remodeling activity and near-term challenges in North America residential new construction, triggered the Company to perform an interim goodwill impairment test as of September 30, 2025. The fair value of the reporting unit was determined based on a combination of the discounted cash flow analysis, or income approach, as well as the Guideline Public Company Method, or a market approach, based on market multiples of comparable companies.

Current report — wording carried from elsewhere

The most significant assumptions used in the fair value analysis were base year revenue, revenue growth rate, long-term growth rate, adjusted EBITDA margins, discount rate and market multiples under the market approach.

Current report — wording carried from elsewhere

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 1% decrease in the long-term growth rate would decrease the fair value by approximately 3%, 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 11.5% would decrease the fair value by approximately 3%, and a decrease of 1 in the selected market multiples under the market approach would decrease the fair value by approximately 5%.