Owens Corning
For the period ended Mar 31, 2025. Filed May 7, 2025.
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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, 2025 · Filed May 7, 2025
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 2024-09-30; filed 2024-11-06.
0001370946-24-000239
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2025-03-31; filed 2025-05-07.
0001628280-25-022858
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of 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 167 previous paragraphs and 146 current paragraphs.
60 unchanged; 52 reworded; 34 added; 54 removed; 1 previous and 0 current paragraphs rearranged.
Tables are not compared: 13 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 (34)
Current report
Glass Reinforcements Divestiture
Current report
On February 13, 2025, the Company entered into a definitive agreement for the sale of our global glass reinforcements (“GR”) business for a purchase price of approximately $436 million, less costs to sell. As of March 31, 2025, the estimated purchase price was $498 million, net of cash, and less costs to sell. The change since signing is due to the changes in customary and transaction-specific price adjustments which are subject to further changes through the date of the final closing adjustments. The GR business, historically part of the Company’s Composites segment, manufactures, fabricates, and sells glass fiber reinforcements for a wide variety of applications in wind energy, infrastructure, industrial, transportation and consumer markets. The sale will complete Owens Corning’s review of strategic alternatives for the business, as previously announced on February 9, 2024, and aligns with our strategy to reshape the Company to focus on building products in North America and Europe. The transaction is expected to close in 2025 and is subject to customary regulatory approvals and other conditions.
Current report
The transaction represents a strategic shift that has a major effect on the Company's operations and financial results. Effective January 1, 2025, the GR business’ financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented. In the first quarter of 2025, net earnings (loss) from discontinued operations attributable to Owens Corning was $348 million on the Consolidated Statements of Earnings, primarily related to the loss recognized upon the classification of the GR business into discontinued operations. The loss on discontinued operations was determined by comparing the carrying value of the discontinued operation to the fair value of the business, as derived from the signed purchase agreement, less estimated costs to sell.
Current report
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 report
After allocating Goodwill to the discontinued operation, the Company compared the carrying value of the discontinued operation to the fair value of the discontinued operation, defined as the sale price less estimated selling costs. During the three months ended March 31, 2025, the Company incurred a pre-tax loss on classification as discontinued operations of $362 million.
Current report
Changes in Reportable Segments
Current report
Effective January 1, 2025, due to a strategic shift in how we manage our business as a result of the agreement to sell the GR business and the classification of the GR business as a discontinued operation, we changed the composition of our reportable segments. As a result, all prior period information was recast to reflect this change. The Company now has three reportable segments: Roofing, Insulation and Doors.
Current report
Tariff and Trade Uncertainties
Current report
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 report
Consolidated Results
Current report
Restructuring Costs
Current report
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization From Continuing Operations
Current report
The table below provides a summary of net sales and EBITDA for the Roofing segment:
Current report
In our Roofing segment, net sales in the first quarter of 2025 increased $22 million compared to the same period in 2024 due to higher selling prices of $37 million, partially offset by lower volumes of approximately 1%.
Current report
EBITDA
Current report
EBITDA
Current report
In our Insulation segment, EBITDA in the first quarter of 2025 increased $2 million compared to the same period in 2024 primarily driven by higher selling prices of $22 million, favorable mix and lower manufacturing costs of $5 million, which were partially offset by lower sales volumes and input cost inflation of $10 million.
Current report
The table below provides a summary of net sales and EBITDA for the Doors segment:
Current report
EBITDA
Current report
EBITDA
Current report
In Corporate, Other and Eliminations, EBITDA expenses for the first quarter of 2025 were lower by $18 million compared to the same period in 2024, primarily driven by lower acquisition-related transaction and restructuring costs, along with gains on sale of certain precious metals, partially offset by increased General corporate expense and other.
Current report
On March 5, 2025, the Company established the CP Program for the issuance of $1.5 billion in unsecured commercial paper notes (the "CP Notes") with maturities up to 397 days from the date of issuance. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under the Senior Revolving Credit Facility.
Current report
Debt
Current report
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 March 31, 2025.
Current report
On March 5, 2025, the Company established a CP Program for the issuance of CP Notes with maturities ranging up to 397 days from the date of issuance. As of March 31, 2025, there were $500 million of CP Notes outstanding under the Program with a weighted average interest rate and weighted average maturity period of 4.62% and 29 days, respectively. We do not intend to have outstanding borrowings under our CP Program in excess of available capacity under our Senior Revolving Credit Facility.
Current 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.
Current report
First Quarter Goodwill Triggering Event
Current 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.
Current 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.
Current 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.
Current report
Re-allocation of Goodwill upon Reorganization
Current 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 as of March 31, 2025 and December 31, 2024. The Company determined the relative fair value of the discontinued operation to the fair value of the Composites business as of January 1, 2025, and then allocated a proportionate share of Composites Goodwill to the discontinued operation, resulting in an allocation of $98 million of Goodwill.
Current 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 March 31, 2025 and December 31, 2024 shown in Note 6 of the Consolidated Financial Statements.
Current report
•our ability to complete the announced divestiture of our GR business on the expected terms and within the anticipated time period, or at all, which is dependent on the parties' ability to satisfy certain closing conditions;
Removed paragraphs (54)
Previous report
Cash and cash equivalents were $499 million as of September 30, 2024, compared to $1,323 million as of September 30, 2023. In the nine months ended September 30, 2024, the Company’s operating activities provided $1,216 million of cash, compared to providing $1,021 million of cash in the same period in 2023. In the nine months ended September 30, 2024, the Company’s investing activities used $3,193 million of cash, compared to using $219 million of cash in the same period in 2023.
Previous report
On May 15, 2024, the Company acquired all of the outstanding shares of Masonite International Corporation (“Masonite”), a leading global designer, manufacturer, marketer and distributor of interior and exterior doors and door systems, for $3.2 billion. The acquisition was funded primarily with debt proceeds from the 364-Day Credit Facility (as defined below) of $2.8 billion and cash on hand. The acquisition of Masonite's market-leading doors business creates a new growth platform for the Company, strengthening the Company's position in building and construction and expanding its offering of branded residential building products. Masonite's operating results and preliminary purchase price allocation have been included in the Company's newly established Doors reportable segment from May 15, 2024, within the Consolidated Financial Statements. Masonite contributed revenues of $573 million and $884 million and EBIT of $36 million and $70 million to the Company for the three and nine months ended September 30, 2024, respectively.
Previous report
On March 1, 2024, the Company entered into a term loan agreement in an aggregate principal amount of $3.0 billion (the “364-Day Credit Facility”). In May 2024, to fund a portion of the purchase of Masonite, the Company borrowed $2.8 billion using Term SOFR plus a spread on the 364-Day Credit Facility. As a result of the borrowing, the Company incurred approximately $16 million of financing fees which were amortized to Interest expense, net on the Consolidated Statements of Earnings. During the quarter, the Company completely repaid the 364-Day Credit Facility with a combination of issuance of new senior notes, borrowings on the receivables securitization and cash on hand. Based on terms of the agreement, no further amounts can be drawn.
Previous report
On May 15, 2024, the Company initially borrowed $295 million under the receivables securitization facility (“Receivables Securitization Facility”) which was used to pay down a portion of the 364-Day Credit Facility. Subsequent to the May 15, 2024 borrowing, the Company repaid and re-borrowed on the Receivables Securitization Facility throughout the second and third quarter of 2024 to pay down portions of the 364-Day Credit facility. As of September 30, 2024, there is no outstanding balance on the Receivables Securitization Facility.
Previous report
On May 1, 2024, in connection with the acquisition of Masonite, we commenced an offer to exchange (the “Exchange Offer”) any and all of Masonite’s outstanding 3.50% Senior Notes due 2030 (the “Masonite 2030 notes”) for new 3.50% Senior Notes due 2030 of Owens Corning (the “Owens Corning 2030 notes”). On May 22, 2024, 99.51% of the outstanding Masonite 2030 notes were exchanged and we issued $373 million of aggregate principal amount of Owens Corning 2030 notes. Following the settlement of the Exchange Offer, approximately $2 million of the Masonite 2030 notes that were not exchanged remain outstanding, which has been recorded on the Consolidated Balance Sheets.
Previous report
On February 9, 2024, the Company announced the decision to review strategic alternatives for its global glass reinforcements (“GR”) business, consistent with our strategy to focus on building and construction materials. The GR business, which operates within our Composites segment, supplies a wide variety of glass fiber products for applications in wind energy, infrastructure, industrial, transportation, and consumer markets. The GR business generates annual revenues of approximately $1.3 billion. While a range of options are under consideration, including a potential sale, spin-off or other strategic option, there can be no assurance that the strategic review will result in any transaction or other outcome. During the first nine months of 2024, the Company incurred $33 million of costs related to this review.
Previous report
During the second quarter of 2023, the Company’s subsidiary, Paroc Group OY (“Paroc”), which the Company acquired in 2018, notified the appropriate European maritime regulatory authorities that specific products in its marine insulation product line may not meet certain fire safety requirements in accordance with their certifications. Paroc voluntarily withdrew these specific products from the market, issued recalls, and suspended distribution and sales of these products (the “Recalled Products”). Paroc continues to cooperate with the applicable regulatory and government authorities and work with its customers and end-users to assist with remediation for the recall. During the first quarter of 2024, the Company discovered potential nonconformances relating to two other marine insulation product lines. In April 2024, Paroc suspended sales of these marine insulation products as a precautionary measure while it reviews the potential nonconformances, but has not issued recalls. The Company has included an estimated liability for expected future costs related to the Recalled Products on its Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023.
Previous report
As part of its review of the Paroc insulation product portfolio, the Company discovered potential nonconformances relating to certain ventilation duct and steel beam insulation products. In January and September 2024, Paroc suspended sales of the affected insulation products as a precautionary measure while it reviews the potential nonconformances, but has not issued recalls. We expect to incur costs associated with the resolution of this matter. The amount or range of any potential loss cannot be reasonably estimated at this time. The Company is continuing its review.
Previous report
On December 1, 2022, the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to an aggregate of 10 million shares of the Company’s outstanding common stock (the “Repurchase Authorization”). The 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. The Company repurchased 1.2 million shares of its common stock for $202 million, inclusive of applicable taxes, in the third quarter of 2024 under the Repurchase Authorization. As of September 30, 2024, 6.9 million shares remained available for repurchase under the Repurchase Authorization.
Previous report
Consolidated Results (in millions)
Previous report
GAIN ON SALE OF SITE
Previous report
In the first quarter of 2023, the Company finalized the sale of the Company’s Insulation site in Santa Clara, California resulting in the recognition of a pre-tax gain of $189 million.
Previous report
Restructuring, Acquisition and Divestiture-Related Costs
Previous report
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) by segment is a non-GAAP measure that consists of EBIT plus depreciation and amortization. Segment EBITDA is used internally by the Company for analysis of performance.
Previous report
The table below provides a summary of net sales, EBIT, depreciation and amortization expense and EBITDA for the Roofing segment (in millions):
Previous report
For year-to-date 2024, net sales in our Roofing segment increased $38 million compared to the same period in 2023. Lower sales volumes of approximately 6% were more than offset by higher selling prices of $129 million and favorable product mix.
Previous report
EBIT
Previous report
In our Roofing segment, EBIT in the third quarter of 2024 increased $16 million compared to the same period in 2023 due to higher selling prices of $42 million and favorable product mix which were slightly offset by lower sales volumes and $9 million of higher manufacturing costs. Favorable delivery of $5 million was more than offset by input cost inflation.
Previous report
For year-to-date 2024, EBIT in our Roofing segment increased $128 million compared to the same period in 2023 due to higher selling prices of $129 million, favorable product mix and $15 million of lower manufacturing costs, which were slightly offset by lower sales volumes. Favorable delivery of $15 million was more than offset by input cost inflation.
Previous report
In our Insulation segment, net sales in the third quarter of 2024 increased $33 million compared to the same period in 2023. The increase was driven primarily by higher selling prices of $29 million and favorable product mix, slightly offset by unfavorable customer mix.
Previous report
For year-to-date 2024, net sales in our Insulation segment increased $29 million compared to the same period in 2023. The increase was driven primarily by higher selling prices of $53 million and favorable product mix partially offset by lower sales volumes of approximately 2%.
Previous report
EBIT
Previous report
In our Insulation segment, EBIT in the third quarter of 2024 increased $33 million compared to the same period in 2023 primarily driven by higher selling prices of $29 million. Higher manufacturing costs of $7 million were more than offset by lower production downtime of $6 million and lower start-up costs, while favorable delivery of $8 million more than offset higher operating expenses.
Previous report
For the year-to-date 2024, EBIT in our Insulation segment increased $58 million compared to the same period in 2023. The increase was driven by higher selling prices of $53 million, favorable delivery of $25 million, and lower start-up costs which more than offset higher manufacturing costs of $16 million, higher operating expenses, inclusive of incremental costs associated with evaluating manufacturing investments, and lower sales volumes. The remaining variance was driven by favorable product mix which more than offset unfavorable customer mix.
Previous report
The table below provides a summary of net sales, EBIT, depreciation and amortization expense and EBITDA for the Doors segment (in millions):
Previous report
EBIT
Previous report
Composites
Previous report
The table below provides a summary of net sales, EBIT, depreciation and amortization expense and EBITDA for the Composites segment (in millions):
Previous report
In our Composites segment, net sales in the third quarter of 2024 decreased $33 million compared to the same period in 2023. The decrease was driven primarily by lower selling prices of $20 million and lower sales volumes of approximately 1%. The remaining variance was driven by unfavorable customer mix which more than offset favorable product mix.
Previous report
EBIT
Previous report
In our Composites segment, EBIT in the third quarter of 2024 decreased $19 million compared to the same period in 2023 primarily driven by lower selling prices of $20 million. Higher start-up costs of $11 million and unfavorable customer mix more than offset lower manufacturing costs of $14 million.
Previous report
For the year-to-date 2024, EBIT in our Composites segment decreased $48 million compared to the same period in 2023. Lower selling prices of $68 million, higher production downtime of $26 million, higher start-up costs of $22 million and unfavorable customer mix more than offset lower manufacturing costs of $65 million and $26 million of favorable delivery and input costs. The remaining variance was driven by lower sales volumes and the unfavorable impact of translating sales denominated in foreign currencies into United States dollars.
Previous report
Global glass reinforcements market demand has several economic indicators including residential, non-residential construction and manufacturing production indices, as well as global wind installations. The Company anticipates continued impacts of economic uncertainty in a dynamic global environment, as well as competitive pricing pressure. The Company remains focused on managing costs, capital expenditures and working capital.
Previous report
EBIT
Previous report
In Corporate, Other and Eliminations, EBIT expenses for the third quarter of 2024 were higher by $20 million compared to the same period in 2023, primarily driven by higher acquisition-related and strategic review-related costs, partially offset by gains on sales of precious metals and lower year over year restructuring charges. For year-to-date 2024, EBIT expenses in Corporate, Other and Eliminations were higher by $322 million primarily driven by the prior-year pre-tax gain on the Santa Clara, California site, as well as higher acquisition-related and strategic review-related costs.
Previous report
For year-to-date, general corporate expense and other were higher by $13 million compared to the same period in 2023.
Previous report
OUTLOOK
Previous report
The following table shows how the Company utilized its primary sources of liquidity (in millions):
Previous report
In the second quarter of 2024, the Company borrowed $2.8 billion using Term SOFR plus a spread on the 364-Day Credit Facility to fund a portion of the purchase of Masonite. As a result of the borrowing, the Company incurred approximately $16 million of financing fees which were amortized to Interest expense, net on the Consolidated Statements of Earnings. During the second quarter, the Company completely repaid the 364-Day Credit Facility with a combination of issuance of new senior notes, borrowings on the Receivables Securitization Facility and cash on hand. Based on terms of the agreement, no further amounts can be drawn.
Previous report
On April 15, 2024, in connection with the acquisition of Masonite, we commenced 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, with Owens Corning making a cash payment on May 16, 2024 of approximately $480 million, inclusive of $7 million of interest and $1 million premium on tender. Following the settlement of the Tender Offer, approximately $29 million of the Masonite 2028 notes that were not tendered remain outstanding, which has been recorded on the Consolidated Balance Sheets. Interest on the Masonite 2028 notes is payable semiannually in arrears on February 1 and August 1 each year.
Showing the first 40 of 54 passages. Open the source sections for the rest.
Reworded paragraphs (52)
Previous wording
Owens Corning is a residential and commercial building products leader committed to building a sustainable future through material innovation. The Company has four reporting segments: Roofing, Insulation, Doors and Composites. Through these lines of business, the Company manufactures and sells products worldwide. We are a market leader in many of our major product categories.
Current 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.
Previous wording
Net earnings attributable to Owens Corning were $321 million in the third quarter of 2024, compared to $337 million in the same period of 2023. The Company generated $582 million in adjusted earnings before interest and taxes (“Adjusted EBIT”) for the third quarter of 2024, compared to $518 million in the same period of 2023. See the Adjusted Earnings Before Interest and Taxes paragraph of the MD&A for further information regarding Adjusted EBIT, including the reconciliation to net earnings attributable to Owens Corning. Third quarter of 2024 earnings before interest and taxes (“EBIT”) performance compared to the same period of 2023 increased $16 million and $33 million in our Roofing and Insulation segments, respectively, and decreased $19 million in our Composites segment. Third quarter of 2024 EBIT for our Doors segment was $36 million. 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 $255 million in the first quarter of 2025, compared to $278 million in the same period of 2024. The Company generated $565 million in adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) from continuing operations for the first quarter of 2025, compared to $515 million in the same period of 2024. See the Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization From Continuing Operations section of the MD&A for further information regarding Adjusted EBITDA from continuing operations, including the reconciliation to net earnings from continuing operations attributable to Owens Corning. First quarter of 2025 segment earnings before interest, taxes, depreciation and amortization (“EBITDA”) performance in our Roofing segment compared to the same period of 2024 decreased $6 million, while our Insulation segment increased $2 million. First quarter of 2025 EBITDA for our Doors segment was $68 million. Within our Corporate, Other and Eliminations category, General corporate expense and other increased by $14 million.
Previous wording
In the third quarter and year-to-date 2024, net sales increased $567 million and increased $762 million, respectively, compared to the same periods in 2023. For the third quarter and year-to-date 2024, the increase in net sales was primarily driven by the revenues from our Doors segment as a result of the Masonite acquisition, higher selling prices and favorable product mix, which was partially offset by lower sales volumes.
Current wording
In the first quarter 2025, net sales increased $513 million compared to the same period in 2024. For the first quarter 2025, the increase in net sales was primarily driven by the revenues from our Doors segment as a result of the Masonite acquisition, which were partially offset by lower sales volumes for our Roofing and Insulation segments.
Previous wording
In the third quarter and year-to-date 2024, gross margin increased $181 million and increased $387 million, respectively, compared to the same periods in 2023. For the third quarter and year to date 2024, the increase was primarily driven by the margins from our Doors segment as a result of the Masonite acquisition. Also contributing to the increase were higher selling prices, slightly offset by lower sales volumes.
Current wording
In the first quarter 2025, gross margin increased $97 million compared to the same period in 2024. For the first quarter 2025, the increase was primarily driven by the margins from our Doors segment as a result of the Masonite acquisition which were partially offset by lower sales volumes.
Previous wording
In the third quarter and year-to-date 2024, marketing and administrative expenses increased $78 million and increased $128 million, respectively, compared to the same periods in 2023. For the third quarter and year-to-date 2024, the increase was primarily driven by the addition of the Doors segment selling, general and administrative expenses and ongoing inflationary pressures throughout the organization.
Current wording
In the first quarter 2025, marketing and administrative expenses increased $71 million compared to the same period in 2024. This increase was primarily driven by the addition of the Doors segment's selling, general, and administrative expenses, along with inflation throughout the rest of the organization.
Previous wording
In the third quarter and year-to-date 2024, other expenses increased $49 million and increased $168 million, respectively, compared to the same periods in 2023. For the third quarter and year-to-date 2024, the increase was primarily driven by higher acquisition and strategic review-related costs which were slightly offset by higher gains on the sale of precious metals.
Current wording
In the first quarter 2025, other expenses, net decreased $13 million compared to the same period in 2024. For the first quarter 2025, the decrease was primarily driven by lower acquisition and strategic review-related costs, which were slightly offset by higher gains on the sale of precious metals.
Previous wording
In the third quarter and year-to-date 2024, interest expense, net, increased $53 million and increased $89 million, respectively, compared to the same periods in 2023. For the third quarter, the increase was driven by interest on the higher long-term debt balances in connection with the Masonite acquisition and lower interest income. For year-to-date, the increase was driven by higher interest on the 364-Day Credit Facility and higher long-term debt balances in connection with the Masonite acquisition.
Current wording
In the first quarter 2025, interest expense, net, increased $48 million compared to the same period in 2024. For the first quarter, the increase was driven by interest on the higher long-term debt balances and lower interest income due to lower cash balances.
Previous wording
Income tax expense for the three and nine months ended September 30, 2024 was $120 million and $318 million, respectively. For the third quarter of 2024 and the nine months ended September 30, 2024, the Company’s effective tax rate was 27% and 26%, 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, 2024 is primarily due to U.S. state and local income tax expense, foreign rate differential and U.S. federal taxes on foreign earnings.
Current wording
Income tax expense for the three months ended March 31, 2025 was $88 million. For the first quarter of 2025, the Company’s effective tax rate was 26%. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended March 31, 2025 is primarily due to U.S. state and local income tax expense and foreign rate differential.
Previous wording
Income tax expense for the three and nine months ended September 30, 2023 was $110 million and $361 million, respectively. For the third quarter of 2023 and the nine months ended September 30, 2023, the Company's effective tax rate was 25%. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended September 30, 2023 is primarily due to U.S. state and local income tax expense, offset slightly by U.S. federal taxes on foreign earnings and U.S. federal income tax credits. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the nine months ended September 30, 2023 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 March 31, 2024 was $83 million. For the first quarter of 2024, the Company's effective tax rate was 23%. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended March 31, 2024 is primarily due to U.S. state and local income tax expense, partially offset by discrete tax benefits related to valuation allowance and stock-based compensation.
Previous wording
The Company has incurred restructuring, transaction and integration costs related to acquisitions and divestitures, along with restructuring and other exit costs in connection with its global cost reduction, product line and productivity initiatives and growth strategy. These costs are recorded within Corporate, Other and Eliminations. Please refer to Note 10 of the Consolidated Financial Statements for further information on the nature of these costs.
Current wording
The Company has incurred restructuring and other exit costs in connection with its global cost reduction, product line and productivity initiatives. These costs are recorded within Corporate, Other and Eliminations. Please refer to Note 11 of the Consolidated Financial Statements for further information on the nature of these costs.
Previous wording
The following table presents the impact and respective location of these income (expense) items on the Consolidated Statements of Earnings (in millions):
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 EBIT 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 EBIT 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 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
Adjusting income (expense) items to EBIT are shown in the table below (in millions):
Current wording
Adjusting income (expense) items to EBITDA are shown in the table below:
Previous wording
The reconciliation from Net earnings attributable to Owens Corning to Adjusted EBIT is shown in the table below (in millions):
Current 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:
Previous wording
Adjusted Earnings Before Interest and Taxes
Current wording
At the beginning of 2025, we changed our segment measure of profitability for our reportable segments from Earnings before interest and taxes ("EBIT") to Earnings before interest, taxes, depreciation and amortization (“EBITDA”), as the measure used for purposes of making decisions about allocating resources to the segments and assessing performance, effective January 1, 2025. Prior period amounts have been recast to reflect the new segment measure for profitability.
Previous wording
EBIT by segment consists of net sales less related costs and expenses and is presented on a basis that is used internally for evaluating segment performance. 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 EBIT for our reportable segments and are included in the Corporate, Other and Eliminations category, which is presented following the discussion of our reportable segments.
Current wording
EBITDA by segment consists of net sales less related costs and expenses plus depreciation and amortization. EBITDA is presented on a basis that is used internally for evaluating segment performance. 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 in the Corporate, Other and Eliminations category, which is presented following the discussion of our reportable segments. Segment EBITDA is the principal measure used by the chief operating decision maker ("CODM") to assess segment performance and make decisions on the allocation of resources.
Previous wording
In our Roofing segment, net sales in the third quarter of 2024 decreased $6 million compared to the same period in 2023 due to lower sales volumes of approximately 7% which more than offset higher selling prices of $42 million and favorable product mix.
Current wording
In our Roofing segment, EBITDA in the first quarter of 2025 decreased $6 million compared to the same period in 2024 due to higher manufacturing costs of $19 million, lower sales volumes, input cost inflation of $8 million and unfavorable mix, which were partially offset by higher selling prices of $37 million.
Previous wording
In our Roofing segment, the Company expects residential repair and remodeling activity to remain solid. Other uncertainties that may impact Roofing demand include demand from storms and other weather-related events, competitive pricing pressure and the cost and availability of raw materials, particularly asphalt. The Company will continue to focus on managing costs, capital expenditures and working capital to best service the market demand.
Current wording
In our Roofing segment, the Company expects non-discretionary residential re-roof and remodeling activity to remain solid. Uncertainties that may impact Roofing demand include demand from storms and other weather-related events, competitive pricing pressure and the cost and availability of raw materials, particularly asphalt. The Company will continue to focus on managing costs, capital expenditures and working capital to best service the market demand.
Previous wording
The table below provides a summary of net sales, EBIT, depreciation and amortization expense and EBITDA for the Insulation segment (in millions):
Current wording
The table below provides a summary of net sales and EBITDA for the Insulation segment:
Previous wording
For year-to-date 2024, net sales in our Composites segment decreased $169 million compared to the same period in 2023. The decrease was driven primarily by lower sales volumes of approximately 4% and lower selling prices of $68 million. The remaining variance was driven by unfavorable customer mix which more than offset favorable product mix, and $5 million of unfavorable impact of translating sales denominated in foreign currencies into United States dollars.
Current wording
In our Insulation segment, net sales in the first quarter of 2025 decreased $48 million compared to the same period in 2024 due to lower sales volumes of approximately 6% and $10 million of unfavorable impact of translating sales denominated in foreign currencies into United States dollars, which were partially offset by higher selling prices of $22 million.
Previous wording
The outlook for Insulation demand is driven by North American new residential construction and remodeling and repair activity, as well as commercial and industrial construction activity in the United States, Canada, Europe, Asia-Pacific and Latin America. Demand in commercial and industrial insulation markets is most closely correlated to industrial production growth and overall economic activity in the global markets we serve. Demand for residential insulation is most closely correlated to U.S. housing starts.
Current wording
The outlook for Insulation demand is driven by North American new residential construction, remodeling and repair activity, as well as non-residential construction activity in the United States, Canada, Europe and Latin America. Demand in non-residential insulation markets is most closely correlated to industrial production growth and overall economic activity in the markets we serve. Demand for residential insulation is most closely correlated to U.S. housing starts.
Previous wording
During the third quarter of 2024, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was approximately 1.326 million, down from an annual average of approximately 1.359 million starts in the third quarter of 2023.
Current wording
During the first quarter of 2025, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was approximately 1.370 million, a decrease from an annual average of approximately 1.415 million starts in the first quarter of 2024.
Previous wording
The Company expects the new residential construction market in North America to be temporarily challenged as the market starts to return to a more normal seasonal pattern, while the North America commercial and industrial construction markets are expected to remain stable. However, due to a period of slow economic growth, the global commercial and industrial construction markets are expected to remain soft temporarily. The Company continues to concentrate on managing costs, capital expenditures and working capital as we evaluate options to expand capacity within our existing manufacturing network.
Current wording
The Company expects the new residential construction market in North America to be temporarily challenged, driven by an overall weakness in housing starts due to mortgage rates. However, due to a period of slow economic growth, the global non-residential construction markets are expected to remain soft temporarily. The Company continues to concentrate on driving productivity, managing costs, capital expenditures and working capital as we position ourselves to expand capacity within our existing manufacturing network.
Previous wording
In our new Doors segment, net sales in the third quarter and year-to-date of 2024 were $573 million and $884 million, respectively, due to the acquisition of Masonite, which was completed on May 15, 2024.
Current wording
In our new Doors segment, net sales in the first quarter 2025 were $540 million, due to the acquisition of Masonite, which was completed on May 15, 2024.
Previous wording
In our newly acquired Doors segment, EBIT in the third quarter and year-to-date 2024 were $36 million and $70 million, respectively, due to the acquisition of Masonite, which was completed on May 15, 2024.
Current wording
In our newly acquired Doors segment, EBITDA in the first quarter 2025 was $68 million, due to the acquisition of Masonite, which was completed on May 15, 2024.
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 to remain 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 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.
Previous wording
The table below provides a summary of EBIT and depreciation and amortization expense for the Corporate, Other and Eliminations category (in millions):
Current wording
The table below provides a summary of EBITDA for the Corporate, Other and Eliminations category:
Previous wording
General corporate expense and other for the third quarter of 2024 were higher by $2 million compared to the same period in 2023.
Current wording
General corporate expense and other for the first quarter of 2025 were higher by $14 million compared to the same period in 2024.
Previous wording
In 2024, we estimate general corporate expenses to be approximately $250 million.
Current wording
In 2025, we estimate general corporate expenses to be approximately $240 million to $260 million.
Previous wording
The Company’s primary sources of liquidity are its balance of Cash and cash equivalents of $499 million as of September 30, 2024, its Senior Revolving Credit Facility (as defined below) and its Receivables Securitization Facility.
Current wording
The Company’s primary sources of liquidity are its balance of Cash and cash equivalents from continuing operations of $400 million as of March 31, 2025, its commercial paper program ("CP Program") and Senior Revolving Credit Facility (as defined below).
Previous wording
The Company has a $1.0 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 2024 to increase the borrowing limit from $800 million to $1.0 billion and extend the maturity date to March 2029. 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 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.
Previous wording
The Receivables Securitization Facility and Senior Revolving Credit Facility mature in February 2025 and March 2029, respectively. The agreements governing our Senior Revolving Credit Facility and Receivables Securitization Facility contain 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, 2024.
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. We were in compliance with these covenants as of March 31, 2025.
Previous wording
The Company has a $300 million Receivables Securitization Facility that has been amended from time to time. The Receivables Securitization Facility was most recently amended in March 2024 to increase the borrowing limit from $280 million to $300 million and extend the maturity date to February 2025. No other significant terms impacting liquidity were amended.
Current wording
The Company had a Receivables Securitization Facility that was amended from time to time. The Receivables Securitization Facility was most recently amended in February 2025 to extend the maturity date to April 2025. Subsequently, on March 31, 2025, the Company terminated the Receivables Securitization Facility.
Previous wording
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, 2024, and December 31, 2023, the Company had $129 million and $114 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 $440 million as of March 31, 2025, compared to $1.3 billion as of March 31, 2024. Cash and cash equivalents held by foreign subsidiaries may be subject to foreign withholding taxes upon repatriation to the U.S. As of March 31, 2025 and December 31, 2024, the Company had $78 million and $95 million, respectively, in cash and cash equivalents in certain of our foreign subsidiaries. The Company continues to assert indefinite reinvestment in accordance with Accounting Standards Codification (“ASC”) 740 based on the laws as of enactment of the tax legislation.
Previous wording
Operating activities: Net cash flow provided by operating activities increased by $195 million for the nine months ended September 30, 2024 compared to the same period in 2023. The increase in cash provided by operating activities was primarily due to lower decreases in accounts payable and higher decreases in inventory when compared to the same period in 2023. These were slightly offset by lower decreases in accounts receivable during the period.
Current wording
Operating activities: Net cash flow used by operating activities increased by $73 million for the three months ended March 31, 2025 compared to the same period in 2024. The increase in cash used by operating activities was primarily due to higher increases in inventory and other operating assets, as well as lower increases in accounts payable. These were partially offset by higher cash earnings and lower increases in accounts receivable when compared to the same period in 2024. For the three months ended March 31, 2025, there was no depreciation and amortization related to discontinued operations.
Previous wording
Investing activities: Net cash flow used for investing activities increased by $3.0 billion for the nine months ended September 30, 2024 compared to the same period in 2023. The increase was primarily driven by the Masonite acquisition and lower proceeds from sale of assets in 2024 due to the Q1 2023 sale of the Santa Clara site.
Current wording
Investing activities: Net cash flow used for investing activities increased by $13 million for the three months ended March 31, 2025 compared to the same period in 2024. The increase was primarily driven by more cash paid for property, plant and equipment, slightly offset by higher proceeds from the sale of assets. For the three months ended March 31, 2025, cash paid for property, plant and equipment related to discontinued operations was $21 million.
Previous wording
Financing activities: Net cash flow provided by financing activities increased by $1.5 billion for the nine months ended September 30, 2024 compared to the same period in 2023. The increase was primarily driven by net proceeds from long-term debt related to the Masonite acquisition, as well as lower treasury stock repurchases. These were slightly offset by payments related to the Tender Offer to purchase Masonite senior notes.
Current wording
Financing activities: Net cash flow provided by financing activities increased by $498 million for the three months ended March 31, 2025 compared to the same period in 2024. The increase was primarily driven by the issuance of CP Notes as well as lower treasury stock repurchases. These were slightly offset by the redemption of the remaining portion of the outstanding Masonite 2028 notes.
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 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 Receivables Securitization Facility, 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, 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.
Previous wording
Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our 2023 Form 10-K for more details on these material cash requirements. During the third quarter of 2024, there have been no material changes to our expected uses of cash and contractual obligations.
Current wording
Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our 2024 Form 10-K for more details on these material cash requirements. During the first quarter of 2025, there have been no material changes to our expected uses of cash and contractual obligations.
Previous wording
As of September 30, 2024, the Company had $5.5 billion of total debt. The Company's current portion of long-term debt includes $400 million of 4.200% senior notes due in the fourth quarter of 2024.
Current wording
As of March 31, 2025, the Company had $5.6 billion of total debt. The Company's Short-term debt includes $500 million of CP Notes.
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Previous report — wording carried elsewhere
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% on May 31, 2024. These senior notes are net of discounts and issuance costs of $4 million, $11 million and $17 million, respectively. The proceeds from these notes were used to repay a portion of the outstanding borrowings under the 364-Day Credit Facility that was used to fund a portion of the purchase of Masonite in the second quarter of 2024 and to pay related fees and expenses.