ITEM 1. FINANCIAL STATEMENTS
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)
(in millions, except per share amounts)
| | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | 2026 | 2025 | |
| | | | | | | |
| | NET SALES | | | $ | 2,265 | | $ | 2,530 | | |
| | COST OF SALES | | | 1,755 | | 1,805 | | |
| | Gross margin | | | 510 | | 725 | | |
| | OPERATING EXPENSES | | | | | |
| | Marketing and administrative expenses | | | 258 | | 261 | | |
| | Science and technology expenses | | | 37 | | 35 | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | Other expense, net | | | 95 | | 22 | | |
| | Total operating expenses | | | 390 | | 318 | | |
| | OPERATING INCOME | | | 120 | | 407 | | |
| | Non-operating expense | | | — | | — | | |
| | EARNINGS FROM CONTINUING OPERATIONS BEFORE INTEREST AND TAXES | | | 120 | | 407 | | |
| | Interest expense, net | | | 66 | | 64 | | |
| | EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES | | | 54 | | 343 | | |
| | Income tax expense | | | 15 | | 88 | | |
| | | | | | | |
| | NET EARNINGS FROM CONTINUING OPERATIONS | | | 39 | | 255 | | |
| | Net loss from discontinued operations attributable to Owens Corning, net of tax | | | (143) | | (348) | | |
| | NET LOSS | | | $ | (104) | | $ | (93) | | |
| | | | | | | |
| | NET EARNINGS FROM CONTINUING OPERATIONS | | | $ | 39 | | $ | 255 | | |
| | Net earnings attributable to non-redeemable and redeemable noncontrolling interests | | | 1 | | — | | |
| | NET EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO OWENS CORNING | | | 38 | | 255 | | |
| | Net loss from discontinued operations attributable to Owens Corning, net of tax | | | (143) | | (348) | | |
| | NET LOSS ATTRIBUTABLE TO OWENS CORNING | | | $ | (105) | | $ | (93) | | |
| | EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS | | | | | |
| | Basic - continuing operations | | | $ | 0.47 | | $ | 2.97 | | |
| | Basic - discontinued operations | | | $ | (1.77) | | $ | (4.05) | | |
| | Basic | | | $ | (1.30) | | $ | (1.08) | | |
| | | | | | | |
| | Diluted - continuing operations | | | $ | 0.47 | | $ | 2.95 | | |
| | Diluted - discontinued operations | | | $ | (1.76) | | $ | (4.03) | | |
| | Diluted | | | $ | (1.29) | | $ | (1.08) | | |
| | | | | | | |
The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(unaudited)
(in millions)
| | | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | | | | 2026 | 2025 | |
| NET LOSS | | | $ | (104) | | $ | (93) | | |
| Other comprehensive (loss) income, net of tax | | | | | |
| Currency translation adjustment (net of tax of $0 and $0 for the three months ended March 31, 2026 and 2025, respectively) | | | (39) | | 75 | | |
| Pension and other postretirement adjustment (net of tax of $0 and $0 for the three months ended March 31, 2026 and 2025, respectively) | | | 2 | | (3) | | |
| Hedging adjustment (net of tax of $2 and $0 for the three months ended March 31, 2026 and 2025, respectively) | | | 1 | | 1 | | |
| Total other comprehensive (loss) income, net of tax | | | (36) | | 73 | | |
| TOTAL COMPREHENSIVE LOSS | | | (140) | | (20) | | |
| Comprehensive loss attributable to non-redeemable and redeemable noncontrolling interests | | | — | | — | | |
| COMPREHENSIVE LOSS ATTRIBUTABLE TO OWENS CORNING | | | $ | (140) | | $ | (20) | | |
| | | | | | |
The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in millions, except per share amounts)
| | | | | | | | |
| March 31, | December 31, |
| ASSETS | 2026 | 2025 |
| CURRENT ASSETS | | |
| Cash and cash equivalents | $ | 272 | | $ | 345 | |
Receivables, less allowance of $4 at March 31, 2026 and $4 at December 31, 2025 | 1,353 | | 937 | |
| Inventories | 1,492 | | 1,472 | |
| Other current assets | 175 | | 165 | |
| Current assets of discontinued operations | 431 | | 426 | |
| Total current assets | 3,723 | | 3,345 | |
| Property, plant and equipment, net | 4,121 | | 4,170 | |
| Operating lease right-of-use assets | 485 | | 507 | |
| Goodwill | 1,664 | | 1,679 | |
| Intangible assets, net | 2,498 | | 2,535 | |
| Deferred income taxes | 13 | | 10 | |
| Other non-current assets | 475 | | 480 | |
| Non-current assets of discontinued operations | 112 | | 254 | |
| TOTAL ASSETS | $ | 13,091 | | $ | 12,980 | |
| LIABILITIES AND EQUITY | | |
| CURRENT LIABILITIES | | |
| Accounts payable | $ | 1,274 | | $ | 1,257 | |
| Current operating lease liabilities | 84 | | 83 | |
| Short-term debt | 383 | | 50 | |
| Long-term debt - current portion | 438 | | 435 | |
| Other current liabilities | 644 | | 613 | |
| Current liabilities of discontinued operations | 189 | | 222 | |
| Total current liabilities | 3,012 | | 2,660 | |
| Long-term debt, net of current portion | 4,686 | | 4,687 | |
| Pension plan liability | 38 | | 38 | |
| Other employee benefits liability | 93 | | 96 | |
| Non-current operating lease liabilities | 432 | | 450 | |
| Deferred income taxes | 742 | | 737 | |
| Other liabilities | 309 | | 323 | |
| Non-current liabilities of discontinued operations | 96 | | 96 | |
| Total liabilities | 9,408 | | 9,087 | |
| OWENS CORNING STOCKHOLDERS’ EQUITY | | |
Preferred stock, par value $0.01 per share (a) | — | | — | |
Common stock, par value $0.01 per share (b) | 1 | | 1 | |
| Additional paid-in capital | 4,237 | | 4,256 | |
| Accumulated earnings | 4,293 | | 4,463 | |
| Accumulated other comprehensive deficit | (472) | | (437) | |
| Cost of common stock in treasury (c) | (4,415) | | (4,430) | |
| Total Owens Corning stockholders’ equity | 3,644 | | 3,853 | |
| Noncontrolling interests | 39 | | 40 | |
| Total equity | 3,683 | | 3,893 | |
| TOTAL LIABILITIES AND EQUITY | $ | 13,091 | | $ | 12,980 | |
(a)10 shares authorized; none issued or outstanding at March 31, 2026 and December 31, 2025
(b)400 shares authorized; 135.5 issued and 80.5 outstanding at March 31, 2026; 135.5 issued and 80.2 outstanding at December 31, 2025
(c)55.0 shares at March 31, 2026 and 55.3 shares at December 31, 2025
The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(unaudited)
(in millions)
| | | | | | | | | | | |
| | Three Months Ended March 31, |
| | | 2026 | 2025 | |
| Total equity, beginning of period | | | $ | 3,893 | | $ | 5,120 | | |
Common stock, $0.01 par value per share | | | | | |
| Beginning of period | | | 1 | | 1 | | |
| | | | | |
| | | | | |
| End of period | | | 1 | | 1 | | |
| | | | | |
Treasury stock, $0.01 par value per share | | | | | |
| Beginning of period | | | (4,430) | | (3,685) | | |
| Issuance of common stock under share-based payment plans | | | 37 | | 40 | | |
| Purchase of treasury stock | | | (22) | | (137) | | |
| End of period | | | (4,415) | | (3,782) | | |
| | | | | |
| Additional paid-in capital (APIC): | | | | | |
| Beginning of period | | | 4,256 | | 4,228 | | |
| | | | | |
| | | | | |
| Issuance of common stock under share-based payment plans | | | (37) | | (40) | | |
| Stock-based compensation expense | | | 18 | | 21 | | |
| | | | | |
| End of period | | | 4,237 | | 4,209 | | |
| | | | | |
| Accumulated earnings: | | | | | |
| Beginning of period | | | 4,463 | | 5,224 | | |
| Net earnings attributable to Owens Corning | | | (105) | | (93) | | |
| Dividends declared (a) | | | (65) | | (59) | | |
| End of period | | | 4,293 | | 5,072 | | |
| | | | | |
| Accumulated other comprehensive earnings/deficit (AOCI): | | | | | |
| Beginning of period | | | (437) | | (691) | | |
| Currency translation adjustment | | | (38) | | 75 | | |
| | | | | |
| Pension and other postretirement adjustment (net of tax) | | | 2 | | (3) | | |
| Deferred gain (loss) on hedging transactions (net of tax) | | | 1 | | 1 | | |
| End of period | | | (472) | | (618) | | |
| | | | | |
| Noncontrolling Interest (NCI): | | | | | |
| Beginning of period | | | 40 | | 43 | | |
| Net earnings attributable to non-redeemable noncontrolling interests | | | 1 | | — | | |
| | | | | |
| Dividends distributed to non-redeemable noncontrolling interests | | | (1) | | (1) | | |
| Currency translation adjustment | | | (1) | | — | | |
| | | | | |
| End of period | | | 39 | | 42 | | |
| | | | | |
| Total equity, end of period | | | $ | 3,683 | | $ | 4,924 | | |
| | | | | |
| Common shares outstanding: | | | | | |
| Beginning of period | | | 80.2 | | 85.4 | | |
| Issuance of common stock under share-based payment plans | | | 0.5 | | 0.5 | | |
| Purchase of treasury stock | | | (0.2) | | (0.9) | | |
| End of period | | | 80.5 | | 85.0 | | |
| | | | | |
| Treasury shares outstanding: | | | | | |
| Beginning of period | | | 55.3 | | 50.1 | | |
| Issuance of common stock under share-based payment plans | | | (0.5) | | (0.5) | | |
| Purchase of treasury stock | | | 0.2 | | 0.9 | | |
| End of period | | | 55.0 | | 50.5 | | |
(a)Dividend declarations of $0.79 and $0.69 per share as of the three months ended March 31, 2026 and 2025, respectively.
The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in millions)
| | | | | | | | | | |
| Three Months Ended March 31, | |
| 2026 | 2025 | | |
| NET CASH FLOW USED FOR OPERATING ACTIVITIES | | | | |
| Net earnings | $ | (104) | | $ | (93) | | | |
| Adjustments to reconcile net losses to cash used for operating activities: | | | | |
| Gain/(Loss) on discontinued operations | 182 | | 362 | | | |
| Depreciation and amortization | 174 | | 159 | | | |
| | | | |
| | | | |
| Deferred income taxes | 6 | | 16 | | | |
| | | | |
| Stock-based compensation expense | 18 | | 21 | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Gains on sale of certain precious metals | (12) | | (9) | | | |
| Other adjustments to reconcile net earnings to cash from operating activities | — | | (21) | | | |
| Change in operating assets and liabilities | (404) | | (481) | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Pension fund contribution | (2) | | (1) | | | |
| Payments for other employee benefits liabilities | (4) | | (3) | | | |
| Other | (8) | | 1 | | | |
| Net cash flow used for operating activities | (154) | | (49) | | | |
| NET CASH FLOW USED FOR INVESTING ACTIVITIES | | | | |
| Cash paid for property, plant and equipment | (233) | | (203) | | | |
| Proceeds from sale of assets or affiliates | 43 | | 52 | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Other | — | | (8) | | | |
| Net cash flow used for investing activities | (190) | | (159) | | | |
| NET CASH FLOW PROVIDED BY FINANCING ACTIVITIES | | | | |
| Proceeds from senior revolving credit and receivables securitization facilities | — | | 329 | | | |
| Payments on senior revolving credit and receivables securitization facilities | — | | (329) | | | |
| Net proceeds from commercial paper | 330 | | 501 | | | |
| | | | |
| | | | |
| | | | |
| Payments on long-term debt | — | | (29) | | | |
| | | | |
| Dividends paid | (63) | | (59) | | | |
| Purchases of treasury stock | (22) | | (136) | | | |
| Finance lease payments | (13) | | (11) | | | |
| Other | 3 | | (2) | | | |
| Net cash flow provided by financing activities | 235 | | 264 | | | |
| Effect of exchange rate changes on cash | (5) | | 23 | | | |
| Net (decrease) increase in cash, cash equivalents and restricted cash | (114) | | 79 | | | |
| Cash, cash equivalents and restricted cash, beginning of period | 407 | | 369 | | | |
| CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD | $ | 293 | | $ | 448 | | | |
The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in these notes refer to Owens Corning and its subsidiaries.
The Consolidated Financial Statements included in this report are unaudited, pursuant to certain rules and regulations of the Securities and Exchange Commission (“SEC”), and include, in the opinion of the Company, normal recurring adjustments necessary for a fair statement of the results for the periods indicated, which, however, are not necessarily indicative of results which may be expected for the full year. The December 31, 2025 balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States (“U.S.”). In connection with the Consolidated Financial Statements and Notes included in this report, reference is made to the Consolidated Financial Statements and Notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”). Certain prior year amounts have been reclassified in order to conform to the current year presentation. On February 14, 2025, the Company announced the sale of its glass reinforcements ("GR") business. 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, and including this quarterly report on Form 10-Q for the period ended March 31, 2026, the GR financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented. Unless otherwise specified, these notes to the Consolidated Financial Statements reflect continuing operations. The Consolidated Statements of Cash Flows present cash flows from both continuing and discontinued operations. Please refer to Note 2 of the Consolidated Financial Statements for further information.
Revenue Recognition
As of March 31, 2026, our contract liability balances (for extended warranties, down payments and deposits, collectively) totaled $133 million. As of December 31, 2025, our contract liability balances totaled $133 million, of which $17 million was recognized as revenue in the three months ended March 31, 2026. As of December 31, 2024, our contract liability balances (for extended warranties, down payments and deposits, collectively) totaled $118 million, of which $12 million was recognized as revenue in the three months ended March 31, 2025.
Cash, Cash Equivalents and Restricted Cash
The Company defines cash and cash equivalents as cash and time deposits with maturities of three months or less when purchased. Restricted cash primarily represents amounts received from a counterparty related to its performance assurance on an executory contract, and is included in Other current assets on the Consolidated Balance Sheets. These amounts are contractually required to be set aside, and the counterparty can exchange the cash for another form of performance assurance at its discretion. Please refer to Note 16 for additional disclosures related to Supplemental Cash Flow Information.
Accounts Receivable
Our customers consist mainly of distributors, home centers, contractors and retailers. Two of our largest customers accounted for approximately 20% and 16%, respectively, of accounts receivable as of March 31, 2026.
Supplier Finance Programs
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 our 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.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The Company’s confirmed outstanding obligations under the Programs totaled $168 million and $196 million as of March 31, 2026 and December 31, 2025, respectively. The amounts of invoices paid under the Programs totaled $155 million and $152 million for the three months ended March 31, 2026 and March 31, 2025, respectively.
Pension and Other Postretirement Benefits
The Company sponsors defined benefit pension plans. Under the plans, pension benefits are based on an employees’ years of service and, for certain categories of employees, qualifying compensation. Company contributions to these pension plans are determined by an independent actuary to meet or exceed minimum funding requirements.
The Company maintains healthcare and life insurance benefit plans for certain retired employees and their dependents. The health care plans in the United States are non-funded and pay either (1) stated percentages of covered medically necessary expenses, after subtracting payments by Medicare or other providers and after stated deductibles have been met, or (2) fixed amounts of medical expense reimbursement.
Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, extensive use is made of assumptions about investment returns, discount rates, inflation, mortality, turnover and medical costs.
Derivative Financial Instruments
The Company is exposed to commodity price, foreign currency exchange rate, and interest rate risks in the normal course of business. The Company’s risk management program uses derivative financial instruments to manage a portion of the volatility associated with these exposures and does not enter into derivatives for trading purposes.
Derivatives designated as cash flow hedges are assessed for effectiveness quarterly. Changes in the fair value of effective cash flow hedges are recorded in Accumulated other comprehensive deficit (“AOCI”) and reclassified into Cost of sales on the Consolidated Statements of Earnings in order to mirror the location of the hedged items impacting earnings. Cash settlements related to commodity cash flow hedges are included in Operating activities in the Consolidated Statements of Cash Flows.
The Company uses foreign exchange forward contracts to manage foreign currency risk associated with certain monetary assets and liabilities recorded on the Consolidated Balance Sheets. Gains and losses from the changes in the fair value of these instruments are recorded in Other (income) expense, net on the Consolidated Statements of Earnings, and are substantially offset by remeasurement impacts on the related foreign currency denominated balances. As of March 31, 2026, the Company had total notional amounts of $176 million for non-designated derivative financial instruments related to foreign currency exposures in U.S. Dollars primarily related to the Mexican Peso, Indian Rupee, Chinese Yuan, Hong Kong Dollar, South Korean Won, Brazilian Real, Chilean Peso and the Japanese Yen. In addition, the Company had notional amounts of $142 million for non-designated derivative financial instruments related to foreign currency exposures in European Euro primarily related to the Polish Złoty, Danish Krone and the Norwegian Krone.
In 2020, the Company entered into a $175 million forward U.S. Treasury rate lock agreement to manage the U.S. Treasury portion of its interest rate risk associated with anticipated debt issuance. The agreement was designated as a cash flow hedge and was settled in December 2022. Upon settlement, the Company received cash proceeds of $37 million, of which $31 million was deferred into AOCI and is being amortized to interest expense over the term of the Company's 5.700% senior notes due 2034. During the three months ended March 31, 2026, less than $1 million was recognized in interest expense related to amortization. As of March 31, 2026, $26 million of unrecognized gains related to the rate lock agreement remained in AOCI.
There have been no significant changes in the Company's objectives, strategies, or derivative programs since December 31, 2025. For a complete discussion of the Company's derivative instruments and hedging activities, see Note 5 of the Consolidated Financial Statements within our 2025 Form 10-K.
Related Party Transactions
In the first quarter of 2021, a related party relationship was established as a result of a former member of the Company’s Board of Directors being named an executive officer of one of the Company’s preexisting suppliers. The related party transactions with this supplier consist of the purchase of raw materials. Purchases from the related party supplier were $17 million and $25 million for the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026 and December 31, 2025, amounts due to the related party supplier were $6 million and $2 million, respectively.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Accounting Pronouncements
New Pronouncements Adopted
In July 2025, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Updates (“ASU”) 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets," which provides entities with a practical expedient when estimating expected credit losses for current accounts receivable and contract assets arising from transactions accounted for under ASC 606. The guidance is effective January 1, 2026. We have adopted and determined that this guidance did not have a material effect on our Consolidated Financial Statements.
New Pronouncements Issued
In December 2025, the FASB issued ASU 2025-11, "Interim Reporting (Topic 270): Narrow-Scope Improvements," which improves the navigability and clarity of the interim reporting guidance. The guidance is effective January 1, 2028. We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
In December 2025, the FASB issued ASU 2025-10, "Government Grants (Topic 832): Accounting for Government Grants Received by Business Entities," which establishes recognition, measurement, and presentation guidance for government grants received by business entities. The guidance is effective January 1, 2029. We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
In November 2025, the FASB issued ASU 2025-09, "Derivatives and Hedging (Topic 815): Hedge Accounting Improvements," which enhances hedge accounting by aligning financial reporting more closely with actual economic risk management and introduces certain targeted refinements. The guidance is effective January 1, 2027. We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software," which includes targeted improvements to recognition guidance for capitalizing software costs, replacing the previous stage-based model with a principles-based framework. The guidance is effective January 1, 2028. We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
In November 2024, the FASB issued ASU 2024‑03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220‑40)," which requires enhanced expense‑category disclosures in the notes to the financial statements. In November 2024, the FASB issued ASU 2025‑01, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)," which clarifies the effective date of ASU 2024‑03. The guidance is effective January 1, 2027 for the Company, with interim adoption beginning in 2028. The Company is currently assessing the impact adoption of this standard will have on its consolidated financial statement disclosures and does not believe adoption will have a material effect on its results of operations.
In October 2023, the FASB issued ASU 2023-06, "Disclosure Improvements," which modifies the disclosure or presentation requirements for a variety of Topics. The effective date for each topic is contingent on future SEC rule setting. We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
| | | | | |
2. | DISCONTINUED OPERATIONS |
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.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
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:
| | | | | | | | | | | |
| | Three Months Ended March 31, |
(In millions) | | | 2026 | 2025 | |
| NET SALES | | | $ | 312 | | $ | 270 | | |
| COST OF SALES | | | 248 | | 204 | | |
| OPERATING EXPENSES | | | | | |
| Marketing and administrative expenses | | | 20 | | 17 | | |
| Loss from classification as discontinued operation | | | 182 | | 362 | | |
| | | | | |
| Other expense, net | | | 6 | | 2 | | |
| Total operating expenses | | | 208 | | 381 | | |
| | | | | |
| Interest expense, net | | | — | | 1 | | |
| Income tax expense | | | (1) | | 32 | | |
| NET LOSS ATTRIBUTABLE FROM DISCONTINUED OPERATIONS TO OWENS CORNING, NET OF TAX | | | $ | (143) | | $ | (348) | | |
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Major classes of assets and liabilities of discontinued operations include the following:
| | | | | | | | |
(In millions) | March 31, 2026 | December 31, 2025 |
| ASSETS | | |
| CURRENT ASSETS | | |
| Cash and cash equivalents | $ | 13 | | $ | 54 | |
| Receivables, less allowance | 193 | | 135 | |
| Inventories | 204 | | 218 | |
| Other current assets | 21 | | 19 | |
| Current assets of discontinued operations | 431 | | 426 | |
| Property, plant and equipment, net | 498 | | 454 | |
| Goodwill | 99 | | 100 | |
| Deferred income taxes | — | | 2 | |
| Valuation allowance for discontinued operations | (590) | | (408) | |
| Other non-current assets | 105 | | 106 | |
| Non-current assets of discontinued operations | $ | 112 | | $ | 254 | |
| LIABILITIES | | |
| CURRENT LIABILITIES | | |
| Accounts payable | $ | 106 | | $ | 130 | |
| Other current liabilities | 83 | | 92 | |
| Current liabilities of discontinued operations | 189 | | 222 | |
| Other liabilities | 96 | | 96 | |
| | |
| Non-current liabilities of discontinued operations | $ | 96 | | $ | 96 | |
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.
Effective January 1, 2025, due to a strategic shift in how we manage our business as a result of the GR Agreement, we reorganized our reportable segments to align to our new operating and management structure. The Company now has three reportable segments: Roofing, Insulation and Doors. The Company's vertically integrated glass nonwoven business that supports the Company’s Roofing business and other building products customers, along with its composite lumber business, were integrated into the Roofing segment. Two glass melting plants, which make fiber for the nonwoven business, were integrated into the Insulation segment.
Operating segments are aggregated into reportable segments based on consideration of the following factors: similarity of economic characteristics, the nature of business activities, the management structure directly accountable to our chief operating decision maker ("CODM") for operating and administrative activities, availability of discrete financial information and information presented to the Board of Directors and investors. Accounting policies for the segments are the same as those for the Company. The Company’s three reportable segments are defined as follows:
Roofing – Within our Roofing segment, the Company manufactures and sells residential roofing shingles, oxidized asphalt materials, roofing components and composite lumber primarily used in residential construction. Roofing also manufactures and sells glass mat and specialty veil materials used in building and construction applications.
Insulation – Within our Insulation segment, the Company manufactures and sells thermal and acoustical batts, loose fill insulation, spray foam insulation, wet use chopped strand, foam sheathing and accessories. It also manufactures and sells glass fiber pipe insulation, energy efficient flexible duct media, bonded and granulated stone wool insulation, cellular glass insulation, and foam insulation used in above- and below-grade construction applications.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Doors - Within our Doors segment, the Company manufactures and sells interior and exterior doors and door systems, including entry doors, interior doors, and related door components. These products are primarily used in residential construction and remodeling applications.
NET SALES
The following tables show a disaggregation of our net sales by segment and geographic region. Corporate eliminations (shown below) largely reflect intercompany sales from Insulation and Roofing. External customer sales are attributed to geographic region based upon the location from which the product is sold to the external customer.
| | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2026 |
| (In millions) | Roofing | Insulation | Doors | Subtotal | Eliminations | Consolidated |
| Disaggregation Categories | | | | | | |
| North America Residential | $ | 803 | | $ | 346 | | $ | 413 | | $ | 1,562 | | $ | (34) | | $ | 1,528 | |
| North America Non-Residential | 103 | | 332 | | — | | 435 | | (2) | | 433 | |
| Total North America | 906 | | 678 | | 413 | | 1,997 | | (36) | | 1,961 | |
| Europe | 52 | | 185 | | 59 | | 296 | | (1) | | 295 | |
| Asia-Pacific | 2 | | — | | — | | 2 | | — | | 2 | |
| Rest of world | — | | 4 | | 3 | | 7 | | — | | 7 | |
| NET SALES | $ | 960 | | $ | 867 | | $ | 475 | | $ | 2,302 | | $ | (37) | | $ | 2,265 | |
| | | | | | | | | | | | | | | | | | | | |
| Three Months Ended March 31, 2025 |
| (In millions) | Roofing | Insulation | Doors | Subtotal | Eliminations | Consolidated |
| Disaggregation Categories | | | | | | |
| North America Residential | $ | 968 | | $ | 382 | | $ | 479 | | $ | 1,829 | | $ | (35) | | $ | 1,794 | |
| North America Non-Residential | 100 | | 332 | | — | | 432 | | (2) | | 430 | |
| Total North America | 1,068 | | 714 | | 479 | | 2,261 | | (37) | | 2,224 | |
| Europe | 48 | | 166 | | 56 | | 270 | | (2) | | 268 | |
| Asia-Pacific | 4 | | 25 | | — | | 29 | | — | | 29 | |
| Rest of world | — | | 4 | | 5 | | 9 | | — | | 9 | |
| NET SALES | $ | 1,120 | | $ | 909 | | $ | 540 | | $ | 2,569 | | $ | (39) | | $ | 2,530 | |
EARNINGS BEFORE INTEREST, TAXES, DEPRECIATION AND AMORTIZATION
The Company identifies the Chief Executive Officer as the chief operating decision maker ("CODM"). In applying the criteria set forth in the standards for reporting information about segments in financial statements, we have determined that we have three reportable segments – Roofing, Insulation, and Doors. The key factors used to identify these reportable segments are the organization and alignment of our internal operations and the nature of our products. The CODM uses earnings before interest, taxes, depreciation and amortization (“EBITDA”) for each reportable segment to assess segment performance and make decisions on the allocation of resources. Segment EBITDA targets are established on an annual basis and used by the CODM throughout the year to compare with actual results. Quarterly forecasts supplement annual targets and provide incremental information utilized to assess the performance of a segment. Segment EBITDA variance analysis further provides insight into segment operational cost optimization.
The Company does not regularly provide significant segment expense detail to the CODM. EBITDA by segment consists of net sales less related costs and expenses, which are mainly comprised of cost of sales and marketing and administrative costs. 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 within Corporate, Other and Eliminations.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table summarizes EBITDA by segment:
| | | | | | | | | | | |
| | | Three Months Ended March 31, |
| (In millions) | | | 2026 | 2025 | |
| Reportable Segments | | | | | |
| Roofing | | | $ | 231 | | $ | 332 | | |
| Insulation | | | 167 | | 225 | | |
| Doors | | | 34 | | 68 | | |
| Total reportable segments | | | 432 | | 625 | | |
| Corporate, Other and Eliminations | | | | | |
| Restructuring excluding depreciation | | | (43) | | (3) | | |
| Acquisition-related integration costs excluding depreciation | | | (9) | | (2) | | |
| Gains on sale of certain precious metals | | | 12 | | 9 | | |
| Impairment of venture investment | | | (7) | | — | | |
| | | | | |
| | | | | |
| | | | | |
| Paroc marine recall | | | (32) | | (1) | | |
| Gain (Loss) on sale of businesses | | | 4 | | (2) | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| General corporate expense and other | | | (63) | | (60) | | |
| Total Corporate, other and eliminations | | | (138) | | (59) | | |
| Depreciation and amortization | | | (174) | | (159) | | |
| Interest expense, net | | | (66) | | (64) | | |
| EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES | | | $ | 54 | | $ | 343 | | |
TOTAL ASSETS AND PROPERTY, PLANT AND EQUIPMENT
The following table summarizes total assets by segment:
| | | | | | | | |
| (In millions) | March 31, 2026 | December 31, 2025 |
| Assets allocated to reportable segments | | |
| Roofing | $ | 3,614 | | $ | 3,223 | |
| Insulation | 4,606 | | 4,548 | |
| Doors | 3,178 | | 3,234 | |
| Total reportable segments | 11,398 | | 11,005 | |
| Assets not allocated to reportable segments | | |
| Cash and cash equivalents | 272 | | 345 | |
| Non-current deferred income taxes | 13 | | 10 | |
| Investments in affiliates | 62 | | 62 | |
| Corporate property, plant and equipment, other assets and eliminations | 803 | | 878 | |
| TOTAL ASSETS FROM CONTINUING OPERATIONS | $ | 12,548 | | $ | 12,300 | |
| | |
| | |
| | |
| | |
| | |
The following table summarizes total property, plant and equipment, net by geographic region:
| | | | | | | | |
| (In millions) | March 31, 2026 | December 31, 2025 |
| North America | $ | 3,387 | | $ | 3,421 | |
| Europe | 634 | | 646 | |
| Asia Pacific | 61 | | 63 | |
| Rest of world | 39 | | 40 | |
| PROPERTY, PLANT AND EQUIPMENT, NET FROM CONTINUING OPERATIONS | $ | 4,121 | | $ | 4,170 | |
| | |
| | |
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT
The following table summarizes cash paid for property, plant and equipment by segment:
| | | | | | | | | | | |
| | | Three Months Ended March 31, |
| (In millions) | | | 2026 | 2025 | |
| Reportable Segments | | | | | |
| Roofing | | | $ | 69 | | $ | 62 | | |
| Insulation | | | 102 | | 81 | | |
| Doors | | | 18 | | 18 | | |
| Total reportable segments | | | 189 | | 161 | | |
| General corporate additions | | | 21 | | 21 | | |
| ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT FROM CONTINUING OPERATIONS | | | $ | 210 | | $ | 182 | | |
| | | | | |
| | | | | |
| | | | | |
Inventories consist of the following: | | | | | | | | |
| | |
| (In millions) | March 31, 2026 | December 31, 2025 |
| Finished goods | $ | 848 | | $ | 824 | |
| Materials and supplies | 644 | | 648 | |
| Total inventories | $ | 1,492 | | $ | 1,472 | |
| | |
| | |
| | | | | |
5. | GOODWILL AND OTHER INTANGIBLE ASSETS |
The Company tests goodwill and indefinite-lived intangible assets for impairment as of October 1st 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 amount.
Goodwill
The changes in the net carrying amount of goodwill by segment are as follows:
| | | | | | | | | | | | | | |
| (In millions) | Roofing | Insulation | Doors | Total |
Gross carrying amount at December 31, 2025 | $ | 661 | | $ | 1,620 | | $ | 1,515 | | $ | 3,796 | |
| | | | |
| | | | |
| Divestiture | — | | — | | (7) | | (7) | |
| Foreign currency translation | (1) | | (12) | | (3) | | (16) | |
| | | | |
Gross carrying amount at March 31, 2026 | 660 | | 1,608 | | 1,505 | | 3,773 | |
| | | | |
Accumulated impairment losses at December 31, 2025 | — | | (982) | | (1,135) | | (2,117) | |
| | | | |
| Foreign currency translation | — | | 8 | | — | | 8 | |
Accumulated impairment losses at March 31, 2026 | — | | (974) | | (1,135) | | (2,109) | |
| | | | |
Balance, net of impairment at March 31, 2026 | $ | 660 | | $ | 634 | | $ | 370 | | $ | 1,664 | |
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Other Intangible Assets
Other intangible assets consist of the following:
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2026 | | December 31, 2025 |
| (In millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | | Gross
Carrying
Amount | Accumulated
Amortization | Net
Carrying
Amount |
| Indefinite-lived trademarks and trade names | $ | 1,195 | | $ | — | | $ | 1,195 | | | $ | 1,197 | | $ | — | | $ | 1,197 | |
| Amortizable intangible assets | | | | | | | |
| Customer relationships | 1,544 | | (453) | | 1,091 | | | 1,551 | | (431) | | 1,120 | |
| Technology | 381 | | (249) | | 132 | | | 382 | | (241) | | 141 | |
| Trademarks and trade names | 30 | | (7) | | 23 | | | 31 | | (7) | | 24 | |
| Other (a) | 59 | | (2) | | 57 | | | 55 | | (2) | | 53 | |
| Total other intangible assets | $ | 3,209 | | $ | (711) | | $ | 2,498 | | | $ | 3,216 | | $ | (681) | | $ | 2,535 | |
| | | | | | | |
| | | | | | | |
(a) Other primarily includes emissions rights.
Indefinite-Lived Intangible Assets
As of March 31, 2026, there is one indefinite-lived intangible asset that was at an increased risk of impairment. This asset is used by our Doors segment and had a value of $156 million as of March 31, 2026.
Definite-Lived Intangible Assets
The Company amortizes the cost of other intangible assets over their estimated useful lives which, individually, range up to 25 years. The Company's future cash flows are not materially impacted by its ability to extend or renew agreements related to its amortizable intangible assets.
Amortization expense for intangible assets for the three months ended March 31, 2026 and 2025 was $34 million and $38 million, respectively. Amortization expense for intangible assets is estimated to be $100 million for the remainder of 2026.
The estimated amortization expense for intangible assets for the next five years is as follows:
| | | | | |
| (In millions) | Amortization |
| |
| 2027 | $ | 126 | |
| 2028 | $ | 125 | |
| 2029 | $ | 110 | |
| 2030 | $ | 102 | |
| 2031 | $ | 101 | |
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
| | | | | |
6. | PROPERTY, PLANT AND EQUIPMENT |
Property, plant and equipment consist of the following:
| | | | | | | | |
| (In millions) | March 31, 2026 | December 31, 2025 |
| Land | $ | 183 | | $ | 185 | |
| Buildings and leasehold improvements | 1,452 | | 1,418 | |
| Machinery and equipment | 5,497 | | 5,471 | |
| Construction in progress | 505 | | 535 | |
| Property, plant and equipment, gross | 7,637 | | 7,609 | |
| Accumulated depreciation | (3,516) | | (3,439) | |
| Property, plant and equipment, net | $ | 4,121 | | $ | 4,170 | |
Machinery and equipment includes certain precious metals used in our production tooling, which comprise approximately 3% and 4% of total machinery and equipment as of March 31, 2026 and December 31, 2025, respectively.
Our production tooling needs are changing due to the announced sale of our GR business. As a result, the Company sold certain precious metals resulting in gains of $2 million and $9 million for the three months ended March 31, 2026 and March 31, 2025, respectively. These gains are included in Other expense, net on the Consolidated Statements of Earnings and are reflected in the Corporate, Other and Eliminations reporting category. The cash proceeds from the sales are included in Net cash flow used for investing activities in the Consolidated Statements of Cash Flow.
We also exchanged certain precious metals used in production tooling for certain other precious metals to be used in production tooling. During the three months ended March 31, 2026, these non-cash exchanges resulted in a net increase to Machinery and equipment of $10 million and a gain of $10 million. There were no significant non-cash exchanges during the three months ended March 31, 2025. These gains are included in Other expense, net on the Consolidated Statements of Earnings and reflected in the Corporate, Other and Eliminations reporting category. These non-cash investing activities are not included in Net cash flow used by investing activities in the Consolidated Statements of Cash Flows. We do not expect these non-cash exchanges to materially impact our current or future capital expenditure requirements or rate of depletion.
On February 24, 2026, the Company entered into an agreement and sold its distribution business, that was part of the Doors segment, which further aligns with our strategy to streamline operations in the segment. The business represented annual net revenues of approximately $70 million. As a result of the sale, the Company received consideration of approximately $40 million, net of cash sold and subject to customary working capital adjustments, and recognized a pre‑tax gain on sale of approximately $4 million during the three months ended March 31, 2026, which is recorded in Other expense, net on the Consolidated Statements of Earnings.
On November 4, 2024, the Company entered into a related party agreement to sell its building materials business in China and Korea to a member of the business' management team. The disposal further aligns with the strategy to reshape the Company to focus on residential and commercial building products in North America and Europe. The transaction included six insulation manufacturing facilities in China and a roofing manufacturing facility in Korea. The building materials business, within the Insulation segment, represented annual revenues of approximately $130 million. The Company completed the transaction in July 2025 and is in the process of finalizing certain related transfers, which are expected to be completed by the end of the second quarter of fiscal year 2026.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The Company records a liability for warranty obligations at the date the related products are sold. Adjustments are made as new information becomes available. Please refer to Note 1 of the Consolidated Financial Statements within our 2025 Form 10-K for information about our separately-priced extended warranty contracts. The warranty liability is included in Other liabilities and Other current liabilities on the Consolidated Balance Sheets. A reconciliation of the warranty liability is as follows:
| | | | | | | | |
| | March 31, |
| (In millions) | 2026 | 2025 |
| Beginning balance | $ | 91 | | $ | 99 | |
| Amounts accrued for current year | 6 | | 6 | |
| | |
Settlements/adjustments of warranty claims
| (10) | | (6) | |
| Ending balance | $ | 87 | | $ | 99 | |
The Company may incur restructuring, and other exit costs in connection with its global cost reduction, product line and productivity initiatives and the Company’s growth strategy.
Global Corporate Restructuring
In the first quarter of 2026, the Company took actions to reduce operating expenses. These actions are expected to result in cumulative charges of approximately $58 million, primarily related to severance and other exit costs. During the first three months of 2026, the Company recorded $32 million of cash charges related to severance.
Roofing Integration Restructuring
In September 2025, the Company took actions to reduce costs in its Roofing segment, primarily through relocation of its lumber facility. These actions are expected to result in cumulative charges of approximately $22 million, primarily related to accelerated depreciation, asset write-offs, and other exit costs. During the first three months of 2026, the Company recorded $1 million of non-cash charges related to accelerated depreciation.
Building Materials Business Sale Restructuring
On November 4, 2024, the Company entered into a related party agreement to sell its Insulation segment's building materials business in China and Korea to a member of the business’ management team. Following the signing of the agreement, the Company took actions to reduce headcount and implement cost savings initiatives. These actions are expected to result in cumulative costs of approximately $15 million, primarily related to severance and other exit costs. During the first three months of 2025 and 2026, the Company did not incur any charges related to this project. The Company does not expect to recognize significant incremental costs related to these actions.
Acquisition-Related Restructuring
Following the acquisition of Masonite, within the Company's Doors segment, the Company took actions to realize expected synergies from the newly acquired operations by closing certain locations and consolidating production. These actions include the decision to close the Santiago, Chile facility in 2024. In the second quarter of 2025, the Company announced the closure of the Prineville, Oregon facility. In the third quarter of 2025, the Company announced the closure of the Greenville, Texas facility. In the fourth quarter of 2025, the Company announced the closure of the Aldergrove, British Columbia facility and the Mesquite, Texas facility.
In connection with the Prineville closure, the Company estimates it will incur cash charges of approximately $12 million, primarily related to contract termination costs, severance and other exit costs, and non-cash charges of approximately $30 million, primarily related to accelerated depreciation and write-offs of inventory.
In connection with the Greenville closure, the Company estimates it will incur cash charges of approximately $7 million, primarily related to severance and other exit costs, and non-cash charges of approximately $10 million, primarily related to accelerated depreciation.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
In connection with the Aldergrove closure, the Company estimates it will incur cash charges of approximately $22 million, primarily related to lease termination and severance, and non-cash charges of approximately $7 million primarily related to accelerated depreciation.
In connection with the Mesquite closure, the Company estimates it will incur cash charges of approximately $2 million, primarily related to other exit costs, and non-cash charges of approximately $7 million, primarily related to accelerated depreciation.
During the first three months of 2026, the Company recorded $13 million, consisting primarily of non-cash charges related to other exit costs and accelerated depreciation. During the first three months of 2025, the Company recorded $4 million of charges related to these actions. The Company is continuing to review synergies as a result of this acquisition and expects to incur incremental costs throughout 2026.
Global Composites Restructuring
In December 2023, the Company took actions to reduce costs throughout our former global Composites segment due to market conditions, primarily through global workforce reductions, as well as streamlining manufacturing and supply chain operations. These actions primarily include salaried workforce reductions and the relocation of the Changzhou, China operations to Hangzhou, China.
In connection with these actions, the Company estimates it will incur cash charges in the range of $20 million to $30 million, primarily related to severance and other exit costs, including termination costs, and non-cash charges in the range of $15 million to $20 million, primarily related to accelerated depreciation.
During the first three months of 2025 and 2026, the Company did not incur any charges related to this project. The Company does not expect to recognize significant incremental costs related to these actions.
European Operating Structure Optimization
In March 2023, the Company took actions to optimize the operating structure of its segments across Europe to increase its competitiveness. These actions are expected to result in cumulative costs of approximately $20 million, primarily related to severance and other exit costs.
During the first three months of 2026, the Company did not incur any charges related to this project. During the first three months of 2025, the Company recorded $1 million of income primarily related to a reduction in severance. The Company does not expect to recognize significant incremental costs related to these actions.
Consolidated Statements of Earnings From Continuing Operations Classification
The following table presents the impact and respective location of total restructuring on the Consolidated Statements of Earnings From Continuing Operations, which are included within Corporate, Other and Eliminations:
| | | | | | | | | | | | |
| | Three Months Ended March 31, |
| (In millions) | Location | 2026 | 2025 | |
| Accelerated depreciation | Cost of sales | $ | (3) | | $ | — | | |
| Other exit costs | Cost of sales | (5) | | — | | |
| | | | |
| Severance | Other expense, net | (32) | | (2) | | |
| Other exit costs | Other expense, net | (6) | | (1) | | |
| Total Restructuring Costs | | $ | (46) | | $ | (3) | | |
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Summary of Unpaid Liabilities
The following tables summarize the status of the unpaid liabilities from the Company’s restructuring activities:
| | | | | | | | | | | | | | | | | | | | |
| March 31, 2026 |
| (In millions) | Building Materials Business Sale | Acquisition-related Restructuring | Global Composites Restructuring | European Operating Structure Optimization | Roofing Integration Restructuring | Global Corporate Restructuring |
| Balance at December 31, 2025 | $ | — | | $ | 11 | | $ | 10 | | $ | — | | $ | 1 | | $ | — | |
| Restructuring costs | — | | 13 | | — | | — | | 1 | | 32 | |
| Payments | — | | (7) | | (4) | | — | | (1) | | (2) | |
| Accelerated depreciation and other non-cash items | — | | (12) | | — | | — | | (1) | | — | |
| Balance at March 31, 2026 | $ | — | | $ | 5 | | $ | 6 | | $ | — | | $ | — | | $ | 30 | |
| Cumulative charges incurred | $ | 4 | | $ | 122 | | $ | 40 | | $ | 12 | | $ | 9 | | $ | 32 | |
As of March 31, 2026, the remaining liability balance was primarily comprised of $41 million related to severance, which the Company expects to pay over the next twelve months.
| | | | | | | | | | | | | | |
| March 31, 2025 |
| (In millions) | Building Materials Business Sale | Acquisition-related Restructuring | Global Composites Restructuring | European Operating Structure Optimization |
| Balance at December 31, 2024 | $ | 6 | | $ | 3 | | $ | 14 | | $ | 5 | |
| Restructuring costs | — | | 4 | | — | | (1) | |
| Payments | — | | (4) | | (1) | | (1) | |
| Accelerated depreciation and other non-cash items | — | | — | | — | | (1) | |
| Balance at March 31, 2025 | $ | 6 | | $ | 3 | | $ | 13 | | $ | 2 | |
| Cumulative charges incurred | $ | 6 | | $ | 59 | | $ | 33 | | $ | 14 | |
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Details of the Company’s outstanding long-term debt, as well as the fair values, are as follows:
| | | | | | | | | | | | | | |
| March 31, 2026 | December 31, 2025 |
| (In millions) | Carrying
Value | Fair
Value | Carrying
Value | Fair
Value |
3.400% senior notes, net of discount and financing fees, due 2026 | $ | 400 | | 100 | % | $ | 399 | | 100 | % |
5.500% senior notes, net of discount and financing fees, due 2027 | 498 | | 101 | % | 498 | | 102 | % |
| | | | |
3.950% senior notes, net of discount and financing fees, due 2029 | 448 | | 98 | % | 448 | | 99 | % |
3.500% senior notes, net of discount and financing fees, due 2030 | 2 | | 90 | % | 2 | | 100 | % |
3.500% senior notes, net of discount and financing fees, due 2030 | 345 | | 96 | % | 343 | | 97 | % |
3.875% senior notes, net of discount and financing fees, due 2030 | 299 | | 97 | % | 299 | | 98 | % |
5.700% senior notes, net of discount and financing fees, due 2034 | 791 | | 103 | % | 791 | | 105 | % |
7.000% senior notes, net of discount and financing fees, due 2036 | 369 | | 112 | % | 369 | | 114 | % |
4.300% senior notes, net of discount and financing fees, due 2047 | 590 | | 79 | % | 590 | | 82 | % |
4.400% senior notes, net of discount and financing fees, due 2048 | 391 | | 80 | % | 391 | | 82 | % |
| | | | |
5.950% senior notes, net of discount and financing fees, due 2054 | 683 | | 99 | % | 683 | | 102 | % |
Various finance leases, due through 2050 (a) | 308 | | 100 | % | 309 | | 100 | % |
| | | | |
| Total long-term debt | 5,124 | | N/A | 5,122 | | N/A |
| Less – current portion of senior notes | 400 | | 100 | % | 399 | | 100 | % |
| Less – current portion of finance leases and other (a) | 38 | | 100 | % | 36 | | 100 | % |
| Long-term debt, net of current portion | $ | 4,686 | | N/A | $ | 4,687 | | N/A |
(a)The Company determined that the book value of the above noted long-term debt instruments approximates fair value.
The fair values of the Company's outstanding long-term debt instruments were estimated using market observable inputs, including quoted prices in active markets, market indices and interest rate measurements. Within the hierarchy of fair value measurements, these are Level 2 fair values.
Senior Notes
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. The proceeds from these notes were used to repay a portion of the outstanding borrowings under the 364-Day Credit Facility (as defined below) 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.
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 aggregate principal amount of Owens Corning 2030 notes, which was a non-cash financing transaction for the Company. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on August 15, 2024. 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.
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, 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 remained outstanding. On February 1, 2025, the Company issued a par call to repay the remaining portion of its outstanding Masonite 2028 notes for $30 million inclusive of accrued interest.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The Company issued $300 million of 2030 senior notes on May 12, 2020. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on December 1, 2020. The proceeds from these notes were used for general corporate purposes.
The Company issued $450 million of 2029 senior notes on August 12, 2019. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on February 15, 2020. The proceeds from these notes were used to repay $416 million of our 2022 senior notes and $34 million of our 2036 senior notes.
The Company issued $400 million of 2048 senior notes on January 25, 2018. Interest on the notes is payable semiannually in arrears on January 30 and July 30 each year, beginning on July 30, 2018. The proceeds from these notes were used, along with borrowings on a $600 million term loan commitment and borrowings on the Receivables Securitization Facility (as defined below), to fund the purchase of Paroc in the first quarter of 2018.
The Company issued $600 million of 2047 senior notes on June 26, 2017. Interest on the notes is payable semiannually in arrears on January 15 and July 15 each year, beginning on January 15, 2018. A portion of the proceeds from these notes was used to fund the purchase of Pittsburgh Corning in 2017 and for general corporate purposes. The remaining proceeds were used to repay $144 million of our 2019 senior notes and $140 million of our 2036 senior notes.
The Company issued $400 million of 2026 senior notes on August 8, 2016. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on February 15, 2017. A portion of the proceeds from these notes was used to redeem $158 million of our 2016 senior notes. The remaining proceeds were used to pay down portions of our Receivables Securitization Facility and for general corporate purposes. As of March 31, 2026, the $400 million outstanding balance related to the 2026 senior notes was recorded in Long-term debt – current portion on the Consolidated Balance Sheets.
The Company issued $550 million of 2036 senior notes on October 31, 2006. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on June 1, 2007. The proceeds of these notes were used to pay certain unsecured and administrative claims, finance general working capital needs and for general corporate purposes.
Collectively, the Company's senior notes above, other than the Masonite 2028 notes or the Masonite 2030 notes, are referred to as the “Senior Notes.” The Senior Notes are general unsecured obligations of the Company and rank pari passu with all existing and future senior unsecured indebtedness of the Company. The Company has the option to redeem all or part of the Senior Notes at any time at a “make-whole” redemption price. The Company is subject to certain covenants in connection with the issuance of the Senior Notes that it believes are usual and customary. The Company was in compliance with these covenants as of March 31, 2026.
Senior Revolving Credit Facility
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. The Senior Revolving Credit Facility includes both borrowings and letters of credit. Borrowings under the Senior Revolving Credit Facility may be used for general corporate purposes and working capital. The Company has the discretion to borrow under multiple options, which provide for varying terms and interest rates including the United States prime rate, federal funds rate plus a spread or forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”) plus a spread.
The Senior Revolving Credit Facility contains various covenants, including a maximum allowed leverage ratio, that the Company believes are usual and customary for a senior unsecured credit agreement. The Senior Revolving Credit Facility was amended in February 2026 to exclude specified 2025 non‑cash impairment charges from the leverage ratio calculation. The Company was in compliance with the covenants in the Senior Revolving Credit Facility as of March 31, 2026.
Commercial Paper
On March 5, 2025, the Company established a $1.5 billion commercial paper program ("CP Program") for the issuance of unsecured commercial paper notes (the “CP Notes”) with maturities ranging up to 397 days from the date of issuance. The CP Notes may not be voluntarily prepaid or redeemed by the Company prior to maturity and rank pari passu with all existing and future senior unsecured indebtedness of the Company. The proceeds from the CP Notes will be used to finance the Company’s short-term liquidity needs and other general corporate purposes. The Senior Revolving Credit Facility is designated to be a liquidity backstop for the CP Notes outstanding under the CP Program. We do not intend to have outstanding borrowings under the CP Program in excess of available capacity under our Senior Revolving Credit Facility. 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. As of December 31, 2025, there were $50 million of CP Notes outstanding
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
under the CP Program with a weighted average interest rate and weighted average maturity period of 3.95% and 13 days, respectively. The CP Notes are reported net of any discount and are included within Short-term debt on the Company's Consolidated Balance Sheets.
| | | | | |
11. | CONTINGENT LIABILITIES AND OTHER MATTERS |
The Company may be involved in various legal and regulatory proceedings relating to employment, antitrust, tax, product liability, environmental, contracts, intellectual property and other matters (collectively, “Proceedings”). The Company regularly reviews the status of such Proceedings along with legal counsel. Liabilities for such Proceedings are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Except as set forth below under “Litigation and Regulatory Proceedings,” management believes that the amount of any reasonably possible losses in excess of any amounts accrued, if any, with respect to such Proceedings or any other known claim, including the matters described below under the caption Environmental Matters (the “Environmental Matters”), are not material to the Company’s financial statements. While the likelihood is remote, the disposition of the Proceedings and Environmental Matters could have a material impact on the results of operations, cash flows or liquidity in any given reporting period.
Litigation and Regulatory Proceedings
The Company is involved in litigation and regulatory proceedings from time to time in the regular course of its business. The Company believes that adequate provisions for resolution of all contingencies, claims and pending matters have been made for probable losses that are reasonably estimable.
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"). As of March 31, 2026 we have included a liability within Other current liabilities on the Consolidated Balance Sheets in the amount of $83 million to cover the costs of the remediation associated with the Recalled Products. We do not expect to incur further material charges related to the Recalled Products.
Due to the discovery of these nonconformances, the Company reviewed the Paroc insulation product portfolio. That review has concluded. The review included the Company's assessment of potential nonconformances related to certain ventilation duct and steel beam insulation products. Paroc suspended sales of these affected insulation products but has not issued any recalls. While we expect to incur costs associated with the resolution of the identified ventilation duct and steel beam insulation products, the amount or range of any potential loss cannot be reasonably estimated at this time.
Environmental Matters
The Company has established policies and procedures designed to ensure that its operations are conducted in compliance with all relevant laws and regulations and that enable the Company to meet its high standards for corporate sustainability and environmental stewardship. Our manufacturing facilities are subject to numerous foreign, federal, state and local laws and regulations relating to the presence of hazardous materials, pollution and protection of the environment, including emissions to air, reductions of greenhouse gases, discharges to water, management of hazardous materials, handling and disposal of solid wastes, use of chemicals in our manufacturing processes and remediation of contaminated sites. All Company manufacturing facilities are either ISO 14001 certified or deploy environmental management systems based on ISO 14001 principles. The Company’s 2030 Sustainability Goals include significant global reductions in energy use, water consumption, waste to landfill, and emissions of greenhouse gases, fine particulate matter, and volatile organic air emissions and protection of biodiversity.
Owens Corning is involved in remedial response activities and is responsible for environmental remediation at a number of sites, including certain of its currently owned or formerly owned plants. These responsibilities arise under a number of laws, including, but not limited to, the Federal Resource Conservation and Recovery Act, and similar state or local laws pertaining to the management and remediation of hazardous materials and petroleum. The Company has also been named a potentially responsible party under the U.S. Federal Superfund law, similar state or local laws pertaining to the management and remediation of hazardous materials and petroleum. The Company became involved in these sites as a result of government action or in connection with business acquisitions. As of March 31, 2026, the Company was involved with a total of 27 sites worldwide, including 12 Superfund and state or country equivalent sites and 15 owned or formerly owned sites. None of the liabilities for these sites are individually significant to the Company.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Remediation activities generally involve a potential range of activities and costs related to soil, groundwater and sediment contamination. This can include pre-cleanup activities such as fact-finding and investigation, risk assessment, feasibility studies, remedial action design and implementation (where actions may range from monitoring to removal of contaminants, to installation of longer-term remediation systems). A number of factors affect the cost of environmental remediation, including the number of parties involved in a particular site, the determination of the extent of contamination, the length of time the remediation may require, the complexity of environmental regulations, variability in clean-up standards, the need for legal action and changes in remediation technology. Taking these factors into account, Owens Corning reasonably estimates the costs of remediation to be paid over a period of years. The Company accrues an amount on an undiscounted basis, when a liability is probable and reasonably estimable. Actual cost may differ from these estimates for the reasons mentioned above. Changes in required remediation procedures or timing of those procedures, or discovery of contamination at additional sites, could result in material increases to the Company’s environmental obligations.
Other Matters
As a result of the decision of the U.S. Supreme Court in February 2026, 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. As of March 31, 2026, the Company has not recorded an asset related to this matter. The Company continues to evaluate the matter and will recognize a refund when the right to receive such amounts becomes realized or realizable in accordance with ASC 450, Contingencies.
Description of the Plan
On April 20, 2023, the Company's stockholders approved the Owens Corning 2023 Stock Plan (the “2023 Stock Plan”) which authorizes grants of stock options, stock appreciation rights, stock awards (including restricted stock awards, restricted stock units and bonus stock awards), performance share awards and performance share units. At March 31, 2026, the number of shares remaining available under the 2023 Stock Plan for all stock awards was 2.2 million. Future equity-based awards to Company employees who were former Masonite employees may be granted from the remaining available shares under the Masonite Stock Plan. At March 31, 2026, the number of shares remaining available under the Masonite Stock Plan was 0.6 million shares of Owens Corning common stock.
Prior to the 2023 Stock Plan, employees were eligible to receive stock awards under the Owens Corning 2019 Stock Plan.
Total Stock-Based Compensation Expense
Stock-based compensation expense included in Marketing and administrative expenses in the accompanying Consolidated Statements of Earnings is as follows:
| | | | | | | | | | | |
| | Three Months Ended March 31, |
| (In millions) | | | 2026 | 2025 | |
| Total stock-based compensation expense from continuing operations | | | $ | 17 | | $ | 20 | | |
| Total stock-based compensation expense from discontinued operations | | | 1 | | 1 | | |
| Total stock-based compensation expense | | | $ | 18 | | $ | 21 | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
Restricted Stock Units
The Company has granted restricted stock units (“RSUs”) under its stockholder-approved stock plans. Generally, all outstanding RSUs will fully settle in stock. Compensation expense for RSUs is measured based on the closing market price of the stock at date of grant and is recognized on a straight-line basis over the vesting period, which is typically three years. The Stock Plan allows alternate vesting schedules for death, disability and retirement.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table shows a summary of the Company’s RSU activity:
| | | | | | | | |
| | Number of
RSUs | Weighted-Average
Fair Value |
| Balance at December 31, 2025 | 994,201 | | $ | 122.10 | |
| Granted | 322,440 | | 131.86 | |
| | |
| Vested | (307,257) | | 135.03 | |
| Forfeited | (16,636) | | 142.27 | |
| Balance at March 31, 2026 | 992,748 | | $ | 120.92 | |
As of March 31, 2026, there was $71 million of total unrecognized compensation cost related to RSUs. That cost is expected to be recognized over a weighted-average period of 1.96 years. The total grant date fair value of stock vested during the three months ended March 31, 2026 and 2025 was $41 million and $40 million, respectively.
Performance Share Units
The Company has granted performance share units (“PSUs”) as a part of its long-term incentive plan. All outstanding PSUs will fully settle in stock. The amount of shares ultimately distributed from PSUs will vary depending on each award's design and are contingent on meeting the applicable internal performance metrics and external stock performance metrics. PSUs typically vest after a three-year period.
Performance of these metrics is monitored quarterly and if it becomes probable that the internal-based performance goals will not be achieved or will be exceeded, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. The expected term represents the period from the grant date to the end of the three-year performance period. Pro-rata vesting may be utilized in the case of death, disability or retirement, and awards, if earned, will be paid at the end of the three-year period.
PSUs granted from 2023-2025
The initial fair value for all internal performance metric PSUs is based on the grant date stock price. Internal performance metric PSU grants issued from 2023 through 2025 contained both a service and performance condition. In the three months ended March 31, 2025, the grant date fair value of the granted PSUs was $171.94.
The external-based metric PSUs vest after a three-year period. Outstanding grants issued from 2023 to 2025 are based on the Company’s total stockholder return relative to a peer group. The amount of stock distributed will vary depending on the relative stockholder return performance. The fair value of external-based metric PSUs has been estimated at the grant date using a Monte Carlo simulation that uses various assumptions.
The following table provides a summary of the assumptions for PSUs granted in 2025:
| | | | | | |
| Three Months Ended March 31, |
| 2025 | |
| Expected volatility | 32.78% | |
| Risk free interest rate | 4.14% | |
| Expected term (in years) | 2.90 | |
| Grant date fair value of units granted | $221.54 | |
The risk-free interest rate was based on zero-coupon United States Treasury STRIPS at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.
PSUs granted in 2026
Beginning in 2026, all PSUs issued are internal performance metric PSUs that are subject to a modifier adjustment based on the Company’s total shareholder return relative to a peer group. The number of shares earned depends on the achievement of both performance and market conditions. The fair value of PSUs granted for the three months ended March 31, 2026 has been estimated at the grant date using a Monte Carlo simulation with various assumptions.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table provides a summary of the assumptions for PSUs granted in 2026:
| | | | | |
| Three Months Ended March 31, |
| 2026 |
| Expected volatility | 32.66% |
| Risk free interest rate | 3.60% |
| Expected term (in years) | 2.90 |
| Grant date fair value of units granted | $132.81 |
The risk-free interest rate was based on zero-coupon United States Treasury STRIPS at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.
PSU Summary
As of March 31, 2026, there was $29 million total unrecognized compensation cost related to PSUs. That cost is expected to be recognized over a weighted-average period of 2.23 years.
The following table shows a summary of the Company's PSU activity:
| | | | | | | | |
| | Number of
PSUs | Weighted-Average
Grant Date
Fair Value |
| Balance at December 31, 2025 | 172,611 | | $ | 177.12 | |
| Granted | 138,924 | | 132.81 | |
| Vested | — | | — | |
Other (1) | 44,729 | | 50.97 | |
| Forfeited | (6,450) | | 162.73 | |
| Balance at March 31, 2026 | 349,814 | | $ | 157.25 | |
(1) Represents PSUs that are vested and undistributed.
Employee Stock Purchase Plan
The Owens Corning Employee Stock Purchase Plan (“ESPP”) is a tax-qualified plan under Section 423 of the Internal Revenue Code. The purchase price of shares purchased under the ESPP is equal to 85% of the lower of the fair market value of shares of Owens Corning common stock at the beginning or ending of the offering period, which is a six month period ending on May 31 and November 30 of each year. On April 16, 2020, the Company's stockholders approved the Amended and Restated Owens Corning Employee Stock Purchase Plan which increased the number of shares available for issuance under the plan by 4.2 million shares. As of March 31, 2026, 2.8 million shares remain available for purchase.
Included in total stock-based compensation is $3 million of expense related to the Company's ESPP for each of the three months ended March 31, 2026 and 2025, respectively. As of March 31, 2026, the Company had $2 million of total unrecognized compensation costs related to the ESPP.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
| | | | | |
13. | CHANGES IN ACCUMULATED OTHER COMPREHENSIVE DEFICIT |
The following table summarizes the changes in accumulated other comprehensive income (deficit):
| | | | | | | | | | |
| | Three Months Ended March 31, |
| (In millions) | | | 2026 | 2025 |
| Currency Translation Adjustment | | | | |
| Beginning balance | | | $ | (266) | | $ | (534) | |
| | | | |
| (Loss) gain on foreign currency translation | | | (38) | | 75 | |
| Other comprehensive income (loss), net of tax | | | (38) | | 75 | |
| Ending balance | | | $ | (304) | | $ | (459) | |
| Pension and Other Postretirement Adjustment | | | | |
| Beginning balance | | | $ | (189) | | $ | (181) | |
| Amounts reclassified from AOCI to net earnings, net of tax (a) | | | — | | — | |
| | | | |
| Amounts classified into AOCI, net of tax | | | 2 | | (3) | |
| Other comprehensive income, net of tax | | | 2 | | (3) | |
| Ending balance | | | $ | (187) | | $ | (184) | |
| Hedging Adjustment | | | | |
| Beginning balance | | | $ | 18 | | $ | 24 | |
| Amounts reclassified from AOCI to net earnings, net of tax (b) | | | (2) | | (2) | |
| Amounts classified into AOCI, net of tax | | | 3 | | 3 | |
| Other comprehensive income (loss), net of tax | | | 1 | | 1 | |
| Ending balance | | | $ | 19 | | $ | 25 | |
| Total AOCI ending balance | | | $ | (472) | | $ | (618) | |
(a)These AOCI components are included in the computation of total Pension and Other Postretirement cost and are recorded in Non-operating income.
(b)Amounts reclassified from (loss) gain on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings and is recognized in Cost of sales or Interest expense, net depending on the hedged item. See Note 5 of the Consolidated Financial Statements within our 2025 Form 10-K.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table is a reconciliation of weighted-average shares for calculating basic and diluted earnings per-share:
| | | | | | | | | | | |
| | | Three Months Ended March 31, |
| (In millions, except per share amounts) | | | 2026 | 2025 | |
| Net earnings from continuing operations attributable to Owens Corning | | | $ | 38 | | $ | 255 | | |
| Net loss from discontinued operations attributable to Owens Corning, net of tax | | | (143) | | (348) | | |
| NET LOSS ATTRIBUTABLE TO OWENS CORNING | | | $ | (105) | | $ | (93) | | |
| Weighted-average number of shares outstanding used for basic earnings per share | | | 80.7 | | 85.8 | | |
| Unvested restricted stock units and performance share units | | | 0.4 | | 0.5 | | |
| Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share | | | 81.1 | | 86.3 | | |
| Earnings (Loss) per common share attributable to Owens Corning common stockholders: | | | | | |
| Basic - continuing operations | | | $ | 0.47 | | $ | 2.97 | | |
| Basic - discontinued operations | | | $ | (1.77) | | $ | (4.05) | | |
| Basic | | | $ | (1.30) | | $ | (1.08) | | |
| | | | | |
| Diluted - continuing operations | | | $ | 0.47 | | $ | 2.95 | | |
| Diluted - discontinued operations | | | $ | (1.76) | | $ | (4.03) | | |
| Diluted | | | $ | (1.29) | | $ | (1.08) | | |
Basic earnings per share is calculated by dividing earnings attributable to Owens Corning by the weighted-average number of shares of the Company’s common stock outstanding during the period. Outstanding shares consist of issued shares less treasury stock.
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”). On December 1, 2022, the Board of Directors approved a share repurchase program under which the Company is authorized to repurchase up to 10 million shares of the Company’s outstanding common stock (together with the 2025 Repurchase Authorization, the "Repurchase Authorizations"). The Repurchase Authorizations enable 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 no shares of its common stock during the three months ended March 31, 2026 under the Repurchase Authorizations. As of March 31, 2026, 12.5 million shares remained available for repurchase under the Repurchase Authorizations. The Company repurchased 0.7 million shares of its common stock for $101 million, inclusive of applicable taxes, during the three months ended March 31, 2025.
For each of the three months ended March 31, 2026 and March 31, 2025, the Company did not have any non-vested restricted stock units or non-vested performance share units that had an anti-dilutive effect on earnings per share.
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
The following table provides the Income tax expense and effective tax rate for the periods indicated:
| | | | | | | | | | |
| | Three Months Ended March 31, |
(In millions, except effective tax rate) | | | 2026 | 2025 |
| Income tax expense | | | $ | 15 | | $ | 88 | |
| Effective tax rate | | | 28 | % | 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, 2026 is primarily due to U.S. state and local income tax expense, foreign tax effects, and changes in unrecognized tax benefits.
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.
| | | | | |
16. | SUPPLEMENTAL CASH FLOW INFORMATION |
Certain cash and non-cash transactions were as follows for the periods indicated:
| | | | | | | | | |
| Three Months Ended March 31, |
| (In millions) | 2026 | 2025 | |
| Transactions involving cash: | | | |
| Cash paid for income taxes | $ | 36 | | $ | 36 | | |
| Cash paid for interest | $ | 51 | | $ | 50 | | |
Cash paid for operating leases | $ | 32 | | $ | 30 | | |
Cash paid for finance leases for financing activities | $ | 13 | | $ | 11 | | |
Cash paid for finance leases for operating activities | $ | 4 | | $ | 4 | | |
| Non-cash transactions from operating activities | | | |
| Right-of-use assets acquired under operating leases | $ | 20 | | $ | 12 | | |
Right-of-use assets acquired under finance leases | $ | 12 | | $ | 15 | | |
The following reconciles total cash, cash equivalents and restricted cash as of the dates indicated:
| | | | | | | | | |
| | March 31, |
| (In millions) | 2026 | 2025 | |
| Cash and cash equivalents from continuing operations | $ | 272 | | $ | 400 | | |
| Restricted cash from continuing operations | 8 | | 8 | | |
| Cash, cash equivalents and restricted cash from discontinued operations | 13 | | 40 | | |
| Total cash, cash equivalents and restricted cash | $ | 293 | | $ | 448 | | |
Property, plant and equipment additions in accounts payable were $93 million and $65 million as of March 31, 2026 and 2025, respectively.
| | | | | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
This Management’s Discussion and Analysis (“MD&A”) is intended to help investors understand Owens Corning, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes thereto contained in this report. Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning and its subsidiaries.
GENERAL
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.
EXECUTIVE OVERVIEW
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.
Glass Reinforcements Divestiture
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.
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.
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.
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.
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.
| | | | | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
Tariff and Trade Uncertainties
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.
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.
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.
RESULTS OF OPERATIONS
Consolidated Results | | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| | (In millions) | | | 2026 | 2025 |
| | | | | | |
| | Net sales | | | $ | 2,265 | | $ | 2,530 | |
| | Gross margin | | | $ | 510 | | $ | 725 | |
| | % of net sales | | | 23 | % | 29 | % |
| | Marketing and administrative expenses | | | $ | 258 | | $ | 261 | |
| | | | | | |
| | | | | | |
| | Other expense, net | | | $ | 95 | | $ | 22 | |
| | | | | | |
| | Earnings from continuing operations before interest and taxes | | | $ | 120 | | $ | 407 | |
| | Interest expense, net | | | $ | 66 | | $ | 64 | |
| | Income tax expense | | | $ | 15 | | $ | 88 | |
| | Net earnings from continuing operations attributable to Owens Corning | | | $ | 38 | | $ | 255 | |
| | Net loss from discontinued operations attributable to Owens Corning, net of tax | | | $ | (143) | | $ | (348) | |
| | Net loss attributable to Owens Corning | | | $ | (105) | | $ | (93) | |
The Consolidated Results discussion below provides a summary of our results and the trends affecting our business, and should be read in conjunction with the more detailed Segment Results discussion that follows.
NET SALES
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.
GROSS MARGIN
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.
MARKETING AND ADMINISTRATIVE EXPENSES
Marketing and administrative expenses decreased $3 million in the first quarter 2026 compared to the first quarter 2025.
OTHER EXPENSE, NET
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.
| | | | | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
INTEREST EXPENSE, NET
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.
INCOME TAX EXPENSE
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.
The realization of deferred tax assets depends on achieving a certain minimum level of future taxable income. Management currently believes that it is not reasonably possible that the minimum level of taxable income will be met within the next 12 months to reduce the valuation allowances of certain foreign jurisdictions.
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.
Restructuring Costs
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 9 of the Consolidated Financial Statements for further information on the nature of these costs.
The following table presents the impact and respective location of these income (expense) items on the Consolidated Statements of Earnings From Continuing Operations:
| | | | | | | | | | | |
| | Three Months Ended March 31, |
| (In millions) | Location | 2026 | 2025 |
| Accelerated depreciation | Cost of sales | $ | (3) | | $ | — | |
| Other exit costs | Cost of sales | (5) | | — | |
| | | |
| Severance | Other expense, net | (32) | | (2) | |
| Other exit costs | Other expense, net | (6) | | (1) | |
| Total Restructuring Costs | | $ | (46) | | $ | (3) | |
Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization From Continuing Operations
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.
| | | | | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
Adjusting income (expense) items to EBITDA are shown in the table below:
| | | | | | | | | | |
| | | Three Months Ended March 31, |
| (In millions) | | | 2026 | 2025 |
| Restructuring excluding depreciation | | | $ | (43) | | $ | (3) | |
| Acquisition-related integration costs excluding depreciation | | | (9) | | (2) | |
| Gains on sale of certain precious metals | | | 12 | | 9 | |
| Impairment of venture investment | | | (7) | | — | |
| | | | |
| | | | |
| | | | |
| | | | |
| Paroc marine recall | | | (32) | | (1) | |
| Gain (Loss) on sale of businesses | | | 4 | | (2) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Total Adjusting Items | | | $ | (75) | | $ | 1 | |
The reconciliation from Net (loss) earnings from continuing operations attributable to Owens Corning to EBITDA and Adjusted EBITDA is shown in the table below:
| | | | | | | | | | | | |
| | | | Three Months Ended March 31, |
| (In millions) | | | | 2026 | 2025 |
| | | | | | |
| NET EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO OWENS CORNING | | | | $ | 38 | | $ | 255 | |
| Net earnings attributable to non-redeemable and redeemable noncontrolling interests | | | | 1 | | — | |
| NET EARNINGS FROM CONTINUING OPERATIONS | | | | 39 | | 255 | |
| | | | | | |
| Income tax expense | | | | 15 | | 88 | |
| EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES | | | | 54 | | 343 | |
| Interest expense, net | | | | 66 | | 64 | |
| EARNINGS FROM CONTINUING OPERATIONS BEFORE INTEREST AND TAXES | | | | 120 | | 407 | |
| Less: Adjusting items from above | | | | (75) | | 1 | |
| Depreciation and amortization | | | | 174 | | 159 | |
| ADJUSTED EBITDA FROM CONTINUING OPERATIONS | | | | $ | 369 | | $ | 565 | |
Segment Results
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.
Roofing
The table below provides a summary of net sales and EBITDA for the Roofing segment:
| | | | | | | | | | |
| | | Three Months Ended March 31, |
| (In millions) | | | 2026 | 2025 |
| Net sales | | | $ | 960 | | $ | 1,120 | |
| % change from prior year | | | -14 | % | 2 | % |
| EBITDA | | | $ | 231 | | $ | 332 | |
| EBITDA as a % of net sales | | | 24 | % | 30 | % |
| | | | | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
NET SALES
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.
EBITDA
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.
OUTLOOK
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.
Insulation
The table below provides a summary of net sales and EBITDA for the Insulation segment:
| | | | | | | | | | |
| | | Three Months Ended March 31, |
| (In millions) | | | 2026 | 2025 |
| Net sales | | | $ | 867 | | $ | 909 | |
| % change from prior year | | | -5 | % | -5 | % |
| EBITDA | | | $ | 167 | | $ | 225 | |
| EBITDA as a % of net sales | | | 19 | % | 25 | % |
NET SALES
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.
EBITDA
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.
OUTLOOK
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.
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.
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.
| | | | | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
Doors
The table below provides a summary of net sales and EBITDA for the Doors segment:
| | | | | | | | | | |
| | | Three Months Ended March 31, |
| (In millions) | | | 2026 | 2025 |
| Net sales | | | $ | 475 | | $ | 540 | |
| % change from prior year | | | -12 | % | N/A |
| EBITDA | | | $ | 34 | | $ | 68 | |
| EBITDA as a % of net sales | | | 7 | % | 13 | % |
NET SALES
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.
EBITDA
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.
OUTLOOK
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.
Corporate, Other and Eliminations
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.
The table below provides a summary of EBITDA for the Corporate, Other and Eliminations category:
| | | | | | | | | | |
| | | Three Months Ended March 31, |
| (In millions) | | | 2026 | 2025 |
| Restructuring excluding depreciation | | | $ | (43) | | $ | (3) | |
| Acquisition-related integration costs excluding depreciation | | | (9) | | (2) | |
| Gains on sale of certain precious metals | | | 12 | | 9 | |
| Impairment of venture investment | | | (7) | | — | |
| | | | |
| | | | |
| | | | |
| Paroc marine recall | | | (32) | | (1) | |
| Gain (Loss) on sale of businesses | | | 4 | | (2) | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| | | | |
| General corporate expense and other | | | (63) | | (60) | |
| EBITDA | | | $ | (138) | | $ | (59) | |
EBITDA
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.
General corporate expense and other in the first quarter 2026 was $3 million higher than in the first quarter 2025.
| | | | | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
OUTLOOK
In 2026, we expect general corporate expenses to be approximately $245 million to $255 million.
LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS
Liquidity
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).
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.
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.
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.
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.
Cash Flows
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.
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.
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.
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.
| | | | | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
Material Cash Requirements
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.
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.
Debt
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.
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.
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.
Supplier Finance Programs
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.
The desire of suppliers and financial institutions to participate in the Programs could be negatively impacted by, among other factors, the availability of capital committed by the participating financial institutions, the cost and availability of our suppliers’ capital, a credit rating downgrade or deteriorating financial performance of the Company or its participating subsidiaries, or other changes in financial markets beyond our control. We do not expect these risks, or potential long-term growth of our Programs, to materially affect our overall financial condition, as we expect a significant portion of our payments to continue to be made outside of the Programs. Accordingly, we do not believe the Programs have materially impacted our current period liquidity, and do not believe that the Programs are reasonably likely to materially affect liquidity in the future.
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.
Derivatives
Please refer to Note 5 in the Company's 2025 Form 10-K for additional information.
| | | | | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
Fair Value Measurement
Please refer to Notes 1 and 10 of the Consolidated Financial Statements.
SAFETY
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.
ACCOUNTING PRONOUNCEMENTS
Please refer to Note 1 of the Consolidated Financial Statements.
ENVIRONMENTAL MATTERS
Please refer to Note 11 of the Consolidated Financial Statements.
| | | | | |
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) |
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Our disclosures and analysis in this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements present our current forecasts and estimates of future events. These statements do not strictly relate to historical or current results and can be identified by words such as “anticipate,” “appear,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “will” and other terms of similar meaning or import in connection with any discussion of future operating, financial or other performance. These forward-looking statements are subject to risks, uncertainties and other factors and actual results may differ materially from those results projected in the statements. These risks, uncertainties and other factors include, without limitation:
•levels of residential and non-residential construction activity;
•demand for our products;
•industry and economic conditions including, but not limited to, supply chain disruptions, recessionary conditions, inflationary pressures and interest rate and financial markets volatility;
•additional changes to tariff, trade or investment policies or laws by the United States, or similar actions, including reciprocal actions, by foreign governments;
•availability and cost of energy and raw materials;
•competitive and pricing factors;
•relationships with key customers and customer concentration in certain areas;
•our ability to achieve expected synergies, cost reductions and/or productivity improvements;
•issues related to acquisitions, divestitures and joint ventures or expansions;
•climate change, weather conditions and storm activity;
•legislation and related regulations or interpretations, in the United States or elsewhere;
•domestic and international economic and political conditions, policies or other governmental actions, as well as war and civil disturbance;
•uninsured losses or major manufacturing disruptions, including those from natural disasters, catastrophes, pandemics, theft or sabotage;
•environmental, product-related or other legal and regulatory liabilities, proceedings or actions;
•research and development activities and intellectual property protection;
•issues involving implementation and protection of information technology systems;
•foreign exchange and commodity price fluctuations;
•our level of indebtedness;
•our liquidity and the availability and cost of credit;
•the level of fixed costs required to run our business;
•levels of goodwill or other indefinite-lived intangible assets;
•loss of key employees and labor disputes or shortages; and
•defined benefit plan funding obligations.
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.
| | | | | |
ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
There has been no material change in our exposure to market risk during the three months ended March 31, 2026. Please refer to “Quantitative and Qualitative Disclosures about Market Risk” contained in Part II, Item 7A of the 2025 Form 10-K for a discussion of our exposure to market risk.
| | | | | |
ITEM 4. | CONTROLS AND PROCEDURES |
The Company maintains (a) disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and (b) internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.
There has been no change in the Company’s internal control over financial reporting during the quarter ended March 31, 2026 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.