Owens Corning

On February 13, 2025, the Company entered into a definitive agreement ("GR Agreement") for the sale of our 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.

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, GR’s financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.

As a result of classifying our 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 GR 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, which resulted in an allocation of Goodwill to the discontinued operation of $98 million as of the held for sale date.

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.

During the three months ended March 31, 2026, the Company incurred a pre-tax loss of $182 million, resulting primarily 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. The Company closed the sale on April 30, 2026 and does not expect to recognize material incremental charges related to the transaction.

The following table summarizes (Loss)/Earnings from discontinued operations attributable to Owens Corning, net of tax included within the Consolidated Statements of Earnings:

Major classes of assets and liabilities of discontinued operations include the following:

Cash flows related to discontinued operations are included within the Consolidated Statements of Cash Flows. Cash paid for property, plant and equipment for the three months ended March 31, 2026 and March 31, 2025 was $23 million and $21 million, respectively.