Owens Corning
For the period ended Mar 31, 2026. Filed May 6, 2026.
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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.
Mar 31, 2026 · Filed May 6, 2026
OC$121.31-2.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious 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 OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-06.
0001370946-26-000145
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe 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 172 previous paragraphs and 130 current paragraphs.
77 unchanged; 37 reworded; 13 added; 55 removed; 3 previous and 3 current paragraphs rearranged.
Tables are not compared: 9 previous and 18 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
Following the decision of the U.S. Supreme Court, the Company may be entitled to a refund of tariffs previously paid on certain imported products under the International Emergency Economic Powers Act. The Company estimates that approximately $50 million of tariff payments may be eligible for refund as a result of the decision; however, no asset has been recorded as of March 31, 2026.
Current report
Net sales decreased $265 million in the first quarter 2026 compared to the first quarter 2025. The decrease was primarily driven by lower volumes across all segments. The remaining variance was primarily attributable to lower selling prices, partially offset by favorable mix in all segments.
Current report
Gross margin decreased $215 million in the first quarter 2026 compared to the first quarter 2025. The decrease was primarily driven by lower sales volumes across all three segments, lower selling prices, the impact of production downtime, and input cost inflation.
Current report
Marketing and administrative expenses decreased $3 million in the first quarter 2026 compared to the first quarter 2025.
Current report
Other expense, net increased $73 million in the first quarter 2026 compared to the first quarter 2025. The increase was primarily driven by higher restructuring costs and an increase in the liability for the Paroc marine recall.
Current report
In our Roofing segment, EBITDA decreased $101 million in the first quarter 2026 compared to the first quarter 2025. The decrease was primarily driven by lower volumes, higher manufacturing costs of $17 million, lower selling prices of $13 million, input cost inflation of $6 million, and the impact of production downtime.
Current report
In our Doors segment, EBITDA decreased $34 million in the first quarter 2026 compared to the first quarter 2025. Lower volumes, input cost inflation of $10 million, higher manufacturing costs of $9 million and the impact of production downtime were partially offset by $9 million of lower selling, general and administrative costs and slightly favorable mix.
Current report
The impact on EBITDA from Corporate, Other and Eliminations in the first quarter 2026 was $79 million higher compared to the first quarter 2025. The increase was primarily driven by higher restructuring costs and an increase in the liability for the Paroc marine recall.
Current report
General corporate expense and other in the first quarter 2026 was $3 million higher than in the first quarter 2025.
Current report
Financing activities: Net cash flow provided by financing activities decreased by $29 million for the three months ended March 31, 2026 compared to the same period in 2025. The decrease was primarily driven by lower net proceeds from CP Notes, partially offset by lower treasury stock repurchases and lower payments on long-term debt in the current year.
Current report
Please refer to Note 5 in the Company's 2025 Form 10-K for additional information.
Current report
Please refer to Notes 1 and 10 of the Consolidated Financial Statements.
Current report
Working safely is an expectation at Owens Corning. We believe this organization-wide expectation provides for a safer work environment for employees, improves our manufacturing processes, reduces our costs and enhances our reputation. Furthermore, striving to be a world-class leader in safety provides a platform for all employees to understand and apply the resolve necessary to be a high-performing, global organization. One of our primary safety measures is the Recordable Incidence Rate (“RIR”) as defined by the United States Bureau of Labor Statistics. For the three months ended March 31, 2026, our RIR was 0.46, compared to 0.54 in the same period a year ago.
Removed paragraphs (55)
Previous report
Goodwill Impairment
Previous 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.
Previous report
2025 Share Repurchase Program
Previous 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.
Previous report
Changes in Reportable Segments
Previous report
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 report
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 report
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 report
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 report
GOODWILL IMPAIRMENT CHARGE
Previous 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.
Previous report
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 report
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 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%.
Previous report
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 report
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 report
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 report
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 report
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 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.
Previous report
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 report
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 report
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 report
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 report
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 report
On February 25, 2025, the Company amended the receivables securitization facility (the "Receivables Securitization Facility") to extend the maturity date to April 2025. During the first quarter of 2025, the Company borrowed $299 million under the Receivables Securitization Facility which was subsequently repaid with proceeds from the issuance of CP Notes. Subsequently, on March 31, 2025, the Company terminated the Receivables Securitization Facility.
Previous report
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 report
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 report
Please refer to Notes 5, 8, and 12 of the Consolidated Financial Statements.
Previous report
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 report
CRITICAL ACCOUNTING ESTIMATES
Previous report
Goodwill Impairment Indicator Assessment
Previous report
The Company tests goodwill for impairment during the fourth quarter of each year, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying value.
Previous report
First Quarter Goodwill Triggering Event
Previous report
During the quarter, our internal reporting and management structure changed, resulting in the identification of three new reportable segments: Roofing, Insulation and Doors. As a result of our segment reorganization, we reassigned the former Composites reportable segment assets and liabilities into the Roofing and Insulation reportable segments. As this change was considered a goodwill triggering event, we performed an interim goodwill impairment test both prior and subsequent to the reorganization using a discounted cash flow approach for each of the respective reporting units.
Previous report
Prior to reorganizing the reportable segments, and integrating portions of the former Composites reportable segment, but after allocating Goodwill to discontinued operations, the Company tested the Goodwill for the Roofing, Insulation and Composites reporting units. As a result of this test, we determined that no impairment existed for any of the reporting units and that the business enterprise value for the Roofing, Composites and Insulation reporting units substantially exceeded their carrying values.
Previous report
Subsequent to allocating Goodwill to the Roofing and Insulation reporting units, as part of reorganization, the Company tested the Goodwill for these Roofing and Insulation reporting units. As a result of this test, we determined that no impairment existed for either reporting unit and that the business enterprise value for the Roofing and Insulation reporting units substantially exceeded their carrying values as of the date of our assessment.
Previous report
Re-allocation of Goodwill upon Reorganization
Previous report
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.
Previous report
Remaining Composites Goodwill was allocated between the Roofing and Insulation segments, on a relative fair value basis, based on the discounted cash flows of the portions of the Composites business that were integrated into each. This resulted in an allocation of $263 million of Goodwill to the Roofing reporting unit, and $63 million of Goodwill to the Insulation reporting unit. These amounts are presented as part of the re-segmented reportable segment disclosures as of September 30, 2025 and December 31, 2024 shown in Note 6 of the Consolidated Financial Statements.
Showing the first 40 of 55 passages. Open the source sections for the rest.
Reworded paragraphs (37)
Previous wording
Owens Corning is a building products leader committed to building a sustainable future through material innovation. As described below, the Company now has three reporting segments: Roofing, Insulation and Doors. Through these lines of business, the Company manufactures and sells products that provide durable, sustainable, energy-efficient solutions. We are a market leader in many of our major product categories.
Current wording
Owens Corning is a branded building products leader with three complementary businesses providing roofing, insulation and doors primarily for residential markets in North America and Europe. As described below, the Company has three reportable segments: Roofing, Insulation and Doors. Through these lines of business, the Company manufactures and sells products that provide durable, sustainable and energy-efficient solutions. We are a market leader in many of our major product categories.
Previous 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.
Current wording
Net earnings from continuing operations attributable to Owens Corning were earnings of $38 million in the first quarter of 2026, compared to earnings of $255 million in the first quarter of 2025. The Company generated $369 million in adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) from continuing operations in the first quarter of 2026, compared to $565 million in the first quarter of 2025. 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 2026 segment earnings before interest, taxes, depreciation and amortization (“EBITDA”) performance compared to the first quarter of 2025 decreased $101 million in our Roofing segment, decreased $58 million in our Insulation segment and decreased $34 million in our Doors segment. Within our Corporate, Other and Eliminations category, General corporate expenses and other increased by $3 million.
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 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.
Current wording
The transaction represented a strategic shift that has a major effect on the Company's operations and financial results and therefore, beginning with the quarterly report on Form 10-Q for the period ended March 31, 2025, the GR business financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.
Previous wording
As a result of classifying the GR business as a discontinued operation, a portion of the Goodwill from our former Composites reporting unit was allocated to the Balance Sheets of the discontinued operation as of March 31, 2025 and December 31, 2024. As of the date of classification of the GR business as a discontinued operation, the Company determined the amount of Goodwill to allocate based on the relative fair values of the discontinued operation and the former Composites reporting unit. This resulted in an allocation of $98 million of Goodwill to the discontinued operation.
Current wording
As a result of classifying the GR business as a discontinued operation, a portion of the Goodwill from our former Composites reporting unit was allocated to the balance sheets of the discontinued operation. As of the date of classification of the GR business as a discontinued operation, the Company determined the amount of Goodwill to allocate based on the relative fair values of the discontinued operation and the former Composites reporting unit. This resulted in an allocation of Goodwill to the discontinued operation of $98 million as of the held for sale date.
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 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.
Current wording
On April 14, 2026, the Company entered into an amendment to the GR Agreement ("Amendment") to address changing market conditions. The Amendment includes a $110 million decrease in the purchase price, the transfer of approximately $32 million in carrying value of additional assets at close and elimination of the $225 million promissory notes that were to be issued to the Company by the purchasers. As of March 31, 2026, the estimated purchase price was $413 million, net of cash, less costs to sell. The change since signing is due to revised terms of the transaction as well as other changes in customary and transaction-specific price adjustments. The sale subsequently closed on April 30, 2026. The sale completes Owens Corning’s review of strategic alternatives for the business, announced on February 9, 2024, and aligns with the strategy to reshape the Company to focus on residential and commercial building products in North America and Europe.
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 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.
Current wording
During the three months ended March 31, 2026, the Company incurred a pre-tax loss of $182 million, resulting from the Amendment, which we determined to be indicative of conditions that existed as of March 31, 2026. The loss was determined by comparing the carrying value of the discontinued operation to the fair value of the discontinued operation, defined as the sale price less estimated selling costs. The loss is presented within Net loss from discontinued operations attributable to Owens Corning, net of tax, on the Consolidated Statements of Earnings. An estimated valuation allowance of $590 million is recorded within Non-current assets of discontinued operations, on the Consolidated Balance Sheets.
Previous wording
Beginning in the first quarter of 2025, the U.S. government announced additional tariffs on goods imported into the U.S. from numerous countries and multiple nations have responded with reciprocal tariffs and other actions. The Company continues to monitor the economic effects of such announcements. Based on the current tariff policies, the Company expects to partially offset the operating profit impact of the enacted tariffs with supply chain adjustments and productivity and cost savings actions. To the extent additional tariffs or other trade restrictions are enacted and the Company is unable to offset the tariffs or the tariffs negatively impact demand, the Company’s revenue and profitability could be adversely impacted.
Current wording
Based on the current tariff policies, the Company expects to partially offset the operating profit impact of the enacted tariffs with supply chain adjustments and productivity and cost savings actions. If additional tariffs or other trade restrictions are enacted, or if the Company is unable to offset their impact, then demand for our products and the Company's revenue and profitability could be adversely impacted.
Previous 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.
Current wording
Interest expense, net increased $2 million in the first quarter 2026 compared to the first quarter 2025. The increase was driven by lower interest income due to lower cash balances.
Previous 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.
Current wording
Income tax expense for the three months ended 2026 was $15 million. The Company’s effective tax rate for the first quarter 2026 was 28% on pre-tax income of $54 million. The difference between the 28% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily due to U.S. state and local income tax expense, foreign tax effects, and changes in unrecognized tax benefits.
Previous 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.
Current wording
Income tax expense for the three months ended 2025 was $88 million. The Company’s effective tax rate for the first quarter 2025 was 26%. The difference between the 26% effective tax rate and the U.S. federal statutory tax rate of 21% 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 (Loss) 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 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 (loss) 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 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 (loss) 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 EBITDA and Adjusted EBITDA is shown in the table below:
Previous 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.
Current wording
In our Roofing segment, net sales decreased $160 million in the first quarter 2026 compared to the first quarter 2025. Lower volumes of approximately 14% and lower selling prices of $13 million were slightly offset by favorable mix.
Previous 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.
Current wording
In our Roofing segment, the Company expects non-discretionary roof replacement activity to remain solid in the near-term. Uncertainties that may impact Roofing demand include demand from storms and other weather-related events (including the frequency thereof), competitive pricing pressure and the cost and availability of raw materials, particularly asphalt. The Company expects global non-residential construction markets to be relatively stable in the near-term. The Company will continue to focus on managing costs, capital expenditures and working capital to best service the market demand.
Previous wording
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 wording
In our Insulation segment, net sales decreased $42 million in the first quarter 2026 compared to the first quarter 2025. Lower volumes of 3% and lower selling prices of $21 million were partially offset by slightly favorable mix. A favorable impact of $25 million from translating sales denominated in foreign currencies into United States dollars offset the unfavorable impact from the divestiture of our building materials business in China and Korea.
Previous 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.
Current wording
In our Insulation segment, EBITDA decreased $58 million in the first quarter 2026 compared to the first quarter 2025. The decrease was driven by lower selling prices of $21 million, the impact of production downtime of $20 million and input cost inflation of $11 million. The remaining variance primarily resulted from lower volumes, partially offset favorable mix.
Previous 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.
Current wording
During the first quarter of 2026, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was 1.419 million starts, which was up from 1.370 million starts in the first quarter of 2025.
Previous 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.
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 affordability challenges and consumer uncertainty. 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
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.
Current wording
In our Doors segment, net sales decreased $65 million in the first quarter 2026 compared to the first quarter 2025, primarily due to lower volumes of 12%. A $10 million unfavorable impact from the divestiture of our distribution business was offset by a $6 million favorable impact of translating sales denominated in foreign currencies into United States dollars and favorable mix.
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 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.
Current wording
The outlook for the Doors segment is driven by the new residential 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. The Company will concentrate on managing costs, capturing synergies, capital expenditures and working capital.
Previous wording
In 2025, we estimate general corporate expenses to be approximately $240 million.
Current wording
In 2026, we expect general corporate expenses to be approximately $245 million to $255 million.
Previous 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).
Current wording
The Company's primary sources of liquidity are its balance of Cash and cash equivalents from continuing operations of $272 million as of March 31, 2026, its commercial paper program ("CP Program") and Senior Revolving Credit Facility (as defined below).
Previous wording
The Company has a $1.5 billion senior revolving credit facility (the “Senior Revolving Credit Facility”) that has been amended from time to time. The Senior Revolving Credit Facility was most recently amended in March 2025 to increase the borrowing limit from $1.0 billion to $1.5 billion and extend the maturity date to March 2030. No other significant terms impacting liquidity were amended.
Current wording
The Company has a $1.5 billion senior revolving credit facility (the “Senior Revolving Credit Facility”) that has been amended from time to time. The Senior Revolving Credit Facility was amended in March 2025 to increase the borrowing limit from $1.0 billion to $1.5 billion and extend the maturity date to March 2030. No other significant terms impacting liquidity were amended.
Previous wording
The agreement governing our Senior Revolving Credit Facility contains various covenants that we believe are usual and customary. These covenants include a maximum allowed leverage ratio. We were in compliance with these covenants as of September 30, 2025.
Current wording
The agreement governing our Senior Revolving Credit Facility contains various covenants that we believe are usual and customary. These covenants include a maximum allowed leverage ratio. The Senior Revolving Credit Facility was amended in February 2026 to exclude specified 2025 non‑cash impairment charges from the leverage ratio calculation. We were in compliance with the covenants in the Senior Revolving Credit Facility as of March 31, 2026.
Previous wording
As a holding company, we have no operations of our own and most of our assets are held by our direct and indirect subsidiaries. Dividends and other payments or distributions from our subsidiaries will be used to meet our debt service and other obligations and to enable us to pay dividends to our stockholders. Please refer to the Risk Factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 (the “2024 Form 10-K”) for details on the factors that could inhibit our subsidiaries’ ability to pay dividends or make other distributions to the parent company.
Current wording
As a holding company, we have no operations of our own and most of our assets are held by our direct and indirect subsidiaries. Dividends and other payments or distributions from our subsidiaries will be used to meet our debt service and other obligations and to enable us to pay dividends to our stockholders. Please refer to the Risk Factors disclosed in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) for details on the factors that could inhibit our subsidiaries' abilities to pay dividends or make other distributions to the parent company.
Previous 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.
Current wording
Cash and cash equivalents were $285 million as of March 31, 2026, compared to $440 million as of March 31, 2025. 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, 2026 and December 31, 2025, the Company had $142 million and $97 million, respectively, in cash and cash equivalents in certain of its foreign subsidiaries. The Company continues to assert indefinite reinvestment for certain of its continuing operations 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 $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.
Current wording
Operating activities: Net cash flow used for operating activities increased by $105 million for the three months ended March 31, 2026 compared to the same period in 2025. The increase was primarily due to lower cash earnings, partially offset by the change in working capital. For the three months ended March 31, 2026, there was no depreciation and amortization related to discontinued operations.
Previous 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.
Current wording
Investing activities: Net cash flow used for investing activities increased by $31 million for the three months ended March 31, 2026 compared to the same period in 2025. The increase was primarily driven by higher cash paid for property, plant and equipment and lower proceeds from sale of assets or affiliates. For the three months ended March 31, 2026, cash paid for property, plant and equipment related to discontinued operations was $23 million.
Previous wording
Our anticipated uses of cash include capital expenditures, working capital needs, share repurchases, meeting financial obligations, payments of any dividends authorized by our Board of Directors, acquisitions, restructuring actions, divestitures and pension contributions. We expect that our cash on hand, coupled with future cash flows from operations and other available sources of liquidity, including our Senior Revolving Credit Facility and our CP Program, will provide ample liquidity to enable us to meet our cash requirements.
Current wording
Our anticipated uses of cash include capital expenditures, working capital needs, share repurchases, meeting financial obligations, payments of any dividends authorized by our Board of Directors, acquisitions, restructuring actions and pension contributions. We expect that our cash on hand, coupled with future cash flows from operations and other available sources of liquidity, including our Senior Revolving Credit Facility and our CP Program, will provide ample liquidity to enable us to meet our cash requirements for at least the next 12 months and foreseeable future thereafter.
Previous 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.
Current wording
Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the 2025 Form 10-K for more details on these material cash requirements. During the first quarter of 2026, there have been no material changes to our expected uses of cash and contractual obligations.
Previous 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.
Current wording
As of March 31, 2026, the Company had $5.5 billion of total debt. The Company's current portion of long-term debt primarily relates to $400 million of the current portion 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 10 of the Consolidated Financial Statements. As of March 31, 2026, the Company's Short-term debt includes $380 million of CP Notes.
Previous wording
On March 5, 2025, the Company amended its senior revolving credit facility (the “Senior Revolving Credit Facility”) to increase the available principal amount from $1.0 billion to $1.5 billion and to extend the maturity to March 2030. During the first quarter of 2025, the Company borrowed $30 million under the Senior Revolving Credit Facility, which was subsequently repaid with proceeds from the issuance of CP Notes. The Company had no borrowings outstanding and $1.5 billion available under the Senior Revolving Credit Facility as of September 30, 2025.
Current wording
On March 5, 2025, the Company amended the Senior Revolving Credit Facility to increase the available principal amount from $1.0 billion to $1.5 billion and to extend the maturity to March 2030. The Company had no borrowings outstanding and $1.5 billion available under the Senior Revolving Credit Facility as of March 31, 2026.
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 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.
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 March 31, 2026, there were $380 million of CP Notes outstanding under the CP Program with a weighted average interest rate and weighted average maturity period of 4.10% and 9 days, respectively. We do not intend to have outstanding borrowings under the 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.
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. 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.
Previous wording
Please refer to the Supplier Finance Programs section in Note 1 of the Consolidated Financial Statements for a description of outstanding obligations and payments under the supplier finance programs.
Current wording
Please refer to the Supplier Finance Programs section in Note 1 of the Consolidated Financial Statements for a roll-forward of outstanding obligations under the supplier finance programs.
Previous wording
All forward-looking statements in this report should be considered in the context of the risks and other factors described herein, including in Item 1A - Risk Factors in Part II of this report, and in Item 1A - Risk Factors in Part I of the 2024 Form 10-K. Users of this report should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. Any forward-looking statements speak only as of the date the statement is made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities laws. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results may differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this report are cautioned not to place undue reliance on the forward-looking statements.
Current wording
All forward-looking statements in this report should be considered in the context of the risks and other factors described herein, including in Item 1A - Risk Factors in Part I of the 2025 Form 10-K. Users of this report should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. Any forward-looking statements speak only as of the date the statement is made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities laws. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results may differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this report are cautioned not to place undue reliance on the forward-looking statements.
Rearranged current paragraphs (3)
Current report — wording carried from elsewhere
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. 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.
Current report — wording carried from elsewhere
Beginning in the first quarter of 2025, the U.S. government announced additional tariffs on goods imported into the U.S. from numerous countries and multiple nations have responded with reciprocal tariffs and other actions. The Company continues to monitor the economic effects of such announcements. The Company has implemented short- and long-term mitigation efforts.
Current report — wording carried from elsewhere
Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBITDA for our reportable segments and are included within Corporate, Other and Eliminations.
Rearranged previous paragraphs (3)
Previous report — wording carried elsewhere
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Previous report — wording carried 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.
Previous report — wording carried elsewhere
Please refer to Note 13 of the Consolidated Financial Statements.