Owens Corning

On February 13, 2025, the Company entered into a definitive agreement ("GR Agreement") for the sale of our GR business, historically reported within the Composites segment, for a purchase price of approximately $436 million, less costs to sell. The GR business manufactured, fabricated, and sold glass fiber reinforcements for a broad range of end markets.

The transaction represented a strategic shift that has a major effect on the Company's operations and financial results. Accordingly, beginning with the quarterly report on Form 10-Q for the period ended March 31, 2025 and ending with the close of the transaction, including customary post-closing adjustments, the financial results of the GR business are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.

Upon classification as held for sale, the Company allocated $98 million of goodwill from the former Composites reporting unit to the discontinued operation based on relative fair values.

On April 14, 2026, the Company entered into an amendment to the GR Agreement ("Amendment") based on changes in market conditions, including a $110 million decrease in the purchase price, the transfer of approximately $32 million in carrying value of additional assets at closing, and the elimination of previously contemplated $225 million seller financing. The Company completed the sale on April 30, 2026 for proceeds of $370 million, net of cash divested and a deposit received at the announcement of the deal. The final proceeds are subject to customary post-closing adjustments.

During the three months ended September 30, 2026, the Company recognized a pre-tax loss of $8 million, primarily reflecting a preliminary post-closing adjustment of $6 million. During the nine months ended September 30, 2026, the Company recognized a pre-tax loss of $183 million, primarily reflecting revised transaction terms. These losses were measured as the excess of the carrying value of the discontinued operation over the fair value of consideration received, less costs to sell, and are presented within Net (loss) earnings from discontinued operations attributable to Owens Corning, net of tax, on the Consolidated Statements of Earnings.

The Company does not expect to recognize material incremental charges related to the transaction, although final amounts remain subject to customary post-closing adjustments.

The following table summarizes Net (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 nine months ended September 30, 2026 and September 30, 2025 was $28 million and $64 million, respectively.