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What changed in Owens Corning's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Owens Corning's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+314 added−320 removedSource: 10-K (2026-02-25) vs 10-K (2025-02-24)

Top changes in Owens Corning's 2025 10-K

314 paragraphs added · 320 removed · 211 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

58 edited+17 added−14 removed81 unchanged
Biggest changeRISK FACTORS (continued) • unforeseen difficulties related to entering geographic regions, markets or product lines where we do not have prior experience; • risks relating to obtaining sufficient financing; • difficulty in integrating the acquired business’ standards, processes, procedures and controls with our existing operations; • potential loss of key employees; • unanticipated competitive responses; • potential loss of customers or suppliers; and • undisclosed or undiscovered liabilities or claims, or retention of unpredictable future liabilities.
Biggest changeAcquisitions, joint ventures, production capacity expansions and divestitures involve substantial risks, including: • unforeseen difficulties in operations, technologies, products, services, accounting and personnel; • increased cybersecurity threats or incidents; • diversion of financial and management resources from existing operations; • unforeseen difficulties related to entering geographic regions, markets or product lines where we do not have prior experience; • risks relating to obtaining sufficient financing; • difficulty in integrating the acquired business’ standards, processes, procedures and controls with our existing operations in a cost-effective manner, or at all; • realizing the full benefits of the growth opportunities and cost synergies expected from integrating the acquired business within anticipated time frames, or at all; • potential loss of key employees; • unanticipated competitive responses; • potential loss of customers or suppliers; and • undisclosed or undiscovered liabilities or claims, or retention of unpredictable future liabilities.
Taking these factors into account, Owens Corning 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.
Taking these factors into account, Owens Corning 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 costs may differ from these estimates for the reasons mentioned above.
Some of our products, particularly in our Insulation business, are used in industrial applications, such as piping and storage tanks. Lower levels of industrial production and other macroeconomic factors affecting industrial construction activity could lessen demand for those products and lead to lower revenues or profitability.
Lastly, some of our products, particularly in our Insulation business, are used in industrial applications, such as piping and storage tanks. Lower levels of industrial production and other macroeconomic factors affecting industrial construction activity could lessen demand for those products and lead to lower revenues or profitability.
AI is a new and emerging technology in early stages of commercial use and presents a number of risks inherent in its use by us, our customers, suppliers and other business partners and third-party providers, or through the use of third-party hardware and software.
AI is a relatively new and emerging technology in early stages of commercial use and presents a number of risks inherent in its use by us, our customers, suppliers and other business partners and third-party providers, or through the use of third-party hardware and software.
For a discussion of the risks associated with certain applicable laws and regulations, see Item 1A, “Risk Factors.” Sustainability As a worldwide leader in our industry, our goal is to be at the forefront of corporate sustainability efforts.
For a discussion of the risks associated with certain applicable laws and regulations, see Item 1A, “Risk Factors.” Sustainability As a leader in our industry, our goal is to be at the forefront of corporate sustainability efforts.
On February 13, 2025, the Company entered into a definitive agreement for the sale of our GR business (see "Item 1 - Business - Overview"). There can be no assurance that we will obtain the required regulatory or third-party approvals and consents to the sale, or that we will close the sale within the anticipated time period, or at all.
On February 13, 2025, the Company entered into the GR Agreement for the sale of our GR business (see "Item 1 - Business - Overview"). There can be no assurance that we will obtain the required regulatory or third-party approvals and consents to the sale, or that we will close the sale within the anticipated time period, or at all.
Please see “Item 1 - Business - Environmental Control” for information on costs and accruals related to environmental remediation. To the extent that the required remediation procedures or timing of those procedures change, additional contamination is identified, or the financial condition of other potentially responsible parties is adversely affected, the estimate of our environmental liabilities may change.
Please see “Item 1 - Business - Environmental Control” for information on costs related to environmental remediation. To the extent that the required remediation procedures or timing of those procedures change, additional contamination is identified, or the financial condition of other potentially responsible parties is adversely affected, the estimate of our environmental liabilities may change.
If we cannot successfully execute on such arrangements or receive any required regulatory approvals on a timely basis, we may be unable to generate desired returns, and our expectations of future results of operations, including cost savings and synergies, may not be achieved.
If we cannot successfully execute on such arrangements or receive any required regulatory approvals on a timely basis, we may be unable to generate desired returns, and our expectations of future results of operations, including growth opportunities, cost savings and synergies, may not be achieved.
A large portion of our products are used in the markets for residential and commercial construction and repair and remodeling. Demand for certain of our products is affected in part by the level of new residential construction in the United States and elsewhere, although typically not until a number of months after the change in the level of construction.
A large portion of our products are used in the markets for residential and non-residential construction and repair and remodeling. Demand for certain of our products is affected in part by the level of new residential construction in the United States and elsewhere, although typically not until a number of months after the change in the level of construction.
Lower demand in the regions and markets where our products are sold could result in lower revenues and lower profitability. Historically, construction activity has been cyclical and is influenced by prevailing economic conditions, including the level of interest rates and availability of financing, inflation, employment levels, consumer spending habits, consumer confidence and other macroeconomic factors outside our control.
Lower demand in the regions and markets where our products are sold results in lower revenues and lower profitability. Historically, construction activity has been cyclical and is influenced by prevailing economic conditions, including the level of interest rates and availability of financing, inflation, employment levels, consumer spending habits, consumer confidence and other macroeconomic factors outside our control.
Residential and commercial construction is also affected by the cost and availability of skilled labor, which could impact both the cost and pace of construction activity, as well as the construction methods used, all of which could adversely affect demand for our products.
Residential and non-residential construction is also affected by the cost and availability of skilled labor, which could impact both the cost and pace of construction activity, as well as the construction methods used, all of which could adversely affect demand for our products.
Additionally, we regularly move data across national borders to conduct our operations and, consequently, are subject to a variety of laws and regulations in the United States and other jurisdictions regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data, including the European Union General Data Protection Regulation.
RISK FACTORS (continued) Additionally, we regularly move data across national borders to conduct our operations and, consequently, are subject to a variety of laws and regulations in the United States and other jurisdictions regarding privacy, data protection, and data security, including those related to the collection, storage, handling, use, disclosure, transfer, and security of personal data, including the European Union General Data Protection Regulation.
RISK FACTORS (continued) For example, during the second quarter of 2023, the Company’s subsidiary, Paroc Group OY (“Paroc”), which was acquired in 2018, notified the appropriate European maritime regulatory authorities that specific insulation products in its marine insulation product line may not meet certain fire safety requirements in accordance with their certifications.
For example, during the second quarter of 2023, the Company’s subsidiary, Paroc Group OY (“Paroc”), which was acquired in 2018, notified the appropriate European maritime regulatory authorities that specific insulation products in its marine insulation product line may not meet certain fire safety requirements in accordance with their certifications.
Any breach of our security measures, or those of our third-party business partners, could result in unauthorized access to and misappropriation of our information, corruption or alteration of data or disruption of operations or transactions, any of which could have a material adverse effect on our business strategy, results of operations or financial condition, including costs related to remediation or the payment of ransom, litigation including individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs, damage to our reputation and relationships with our business partners, and possible prolonged negative publicity.
Any breach of our security measures, or those of our third-party business partners, could result in unauthorized access to and misappropriation of our information, corruption or alteration of data or disruption of operations or transactions, any of which could have a material adverse effect on our business strategy, results of operations or financial condition, including costs related to remediation or the payment of ransom, litigation including individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs, damage to our reputation and relationships with our business partners, and possible prolonged negative publicity. 11 Table of Contents ITEM 1A.
We are also dependent on third-party freight carriers to transport some of our raw materials and products. We may be unable to transport our raw materials or products in a timely manner or at economically favorable rates in certain circumstances, particularly in cases of adverse market conditions or disruptions to transportation infrastructure.
RISK FACTORS (continued) We are also dependent on third-party freight carriers to transport some of our raw materials and products. We may be unable to transport our raw materials or products in a timely manner or at economically favorable rates in certain circumstances, particularly in cases of adverse market conditions or disruptions to transportation infrastructure.
Although we experience cybersecurity incidents from time to time as part of our operations, we have not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have had or are reasonable likely to have, a material impact on our business strategy, results of systems, operations or financial condition.
Although we experience cybersecurity incidents from time to time as part of our operations, we have not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have had or are reasonably likely to have, a material impact on our business strategy, outputs from systems, results of operations or financial condition.
Present and future environmental laws and regulations applicable to our operations, and changes in their interpretation, may require substantial capital expenditures or may require or cause us to modify or curtail our operations, which may have a material adverse impact on our business, financial condition and results of operations.
Present and future environmental laws and regulations applicable to our operations, and changes in their interpretation, may require substantial capital expenditures or may require or cause us to modify or curtail our operations, which may have a material adverse impact on our business, financial condition and results of 13 Table of Contents
RISK FACTORS (continued) With the volatility in the current global economic climate, inflation and geopolitical events around the world, it is difficult for us to predict the future impact of the foregoing matters on our business and results of operations.
With the volatility in the current global economic climate, inflation and geopolitical events around the world, it is difficult for us to predict the future impact of the foregoing matters on our business and results of operations.
RISK FACTORS (continued) In addition, we operate in many parts of the world that have experienced governmental corruption and we could be adversely affected by violations of the Foreign Corrupt Practices Act (“FCPA”) and similar worldwide anti-corruption laws.
In addition, we operate in many parts of the world that have experienced governmental corruption and we could be adversely affected by violations of the Foreign Corrupt Practices Act (“FCPA”) and similar worldwide anti-corruption laws.
Despite our efforts, we may fail to identify or mitigate certain risks, which could have a material and adverse impact on our business, financial condition, value and results of operations in future periods. MACROECONOMIC, MARKET AND OPERATIONAL RISKS Low levels of residential, commercial or industrial construction activity can have a material adverse impact on our business and results of operations.
Despite our efforts, we may fail to identify or mitigate certain risks, which could have a material and adverse impact on our business, financial condition, value and results of operations in future periods. MACROECONOMIC, MARKET AND OPERATIONAL RISKS Low levels of residential or non-residential construction activity have a material adverse impact on our business and results of operations.
Although price is a significant basis of competition in our industry, we also compete on the basis of on-time delivery and our reputation for quality and customer service.
RISK FACTORS (continued) Although price is a significant basis of competition in our industry, we also compete on the basis of on-time delivery and our reputation for quality and customer service.
We are subject to risks relating to our information technology systems (including cybersecurity) risks, and any failure to adequately protect our critical information technology systems could materially affect our operations and financial results.
We are subject to risks relating to our information technology systems (including cybersecurity) risks, and any failure to adequately protect or successfully upgrade our critical information technology systems could materially affect our operations and financial results.
We could incur uninsured losses and liabilities arising from such events, including damage to our reputation, and/or suffer material losses in operational capacity, which could have a material adverse impact on our business, financial condition and results of operations.
We could incur uninsured losses and liabilities arising from such events, including damage to our reputation, and/or suffer material losses in operational capacity, which could have a material adverse impact on our business, financial condition and results of operations. 12 Table of Contents ITEM 1A.
LEGAL, REGULATORY AND COMPLIANCE RISKS We could face potential product liability and warranty claims, we may not accurately estimate costs related to such claims, and we may not have sufficient insurance coverage available to cover such claims. Our products are used and have been used in a wide variety of residential, commercial and industrial applications.
RISK FACTORS (continued) LEGAL, REGULATORY AND COMPLIANCE RISKS We could face potential product liability and warranty claims, we may not accurately estimate costs related to such claims, and we may not have sufficient insurance coverage available to cover such claims. Our products are used and have been used in a wide variety of residential and non-residential applications.
We compete with manufacturers and distributors, both within and outside the United States. Some of our competitors may have superior financial, technical, marketing and other resources. In some cases, we face competition from manufacturers in countries able to produce similar products at lower costs.
All of the markets we serve are highly competitive. We compete with manufacturers and distributors, both within and outside the United States. Some of our competitors may have superior financial, technical, marketing and other resources. In some cases, we face competition from manufacturers in countries able to produce similar products at lower costs.
Additionally, with our Healthy Living platform, we provide a multifaceted well-being program designed to drive sustainable, long-term change, improve the health and lives of employees, and strengthen the culture and work experience. Employee Performance and Related Objectives We also focus on evaluating and managing employee performance, development, succession planning and turnover.
Additionally, with our Healthy Living platform, we provide a multifaceted well-being program designed to drive sustainable, long-term change, improve the health and lives of employees, and strengthen the culture and work experience. 5 Table of Contents ITEM 1. BUSINESS (continued) Employee Performance and Related Objectives We also focus on evaluating and managing employee performance, development, succession planning and turnover.
Supply constraints and increases in the cost of energy could have a material adverse impact on our business or results of operations. The cost of producing our products is sensitive to the price of energy, including its impact on transport costs which is subject to factors outside of our control.
Supply constraints and increases in the cost of energy could have a material adverse impact on our business or results of operations, and our mitigation efforts may not be successful. The cost of producing our products is sensitive to the price of energy, including its impact on transport costs which is subject to factors outside of our control.
Our inability to effectively compete could result in the loss of customers and reduce the sales of our products, which could have a material adverse impact on our business, financial condition and results of operations.
Our inability to effectively compete could result in the loss of customers and reduce the sales of our products, which could have a material adverse impact on our business, financial condition and results of operations. 9 Table of Contents ITEM 1A.
As of December 31, 2024, Owens Corning had approximately 25,000 employees, of which approximately 12,000 were located outside the United States. Approximately 60% of hourly employees are subject to collective bargaining agreements. The Company regularly engages its salaried, non-represented and represented primary employees to collect feedback.
As of December 31, 2025, Owens Corning had approximately 25,000 total employees, of which approximately 11,000 were located outside the United States. Approximately 61% of total hourly employees are subject to collective bargaining agreements. The Company regularly engages its salaried, non-represented and represented primary employees to collect feedback.
At the end of 2024, the Company was involved with a total of 24 sites worldwide, including 9 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.
At the end of 2025, the Company was involved with a total of 25 sites worldwide, including 10 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.
We may have difficulty anticipating and effectively managing these and other risks that our international operations may face, which may adversely impact our business, financial condition and results of operations. 8 Table of Contents ITEM 1A.
We may have difficulty anticipating and effectively managing these and other risks that our international operations may face, which may adversely impact our business, financial condition and results of operations.
Any liability not covered by insurance or that exceeds our established reserves could materially and adversely impact our business, financial condition and results of operations. 12 Table of Contents ITEM 1A.
Any liability not covered by insurance or that exceeds our established reserves could materially and adversely impact our business, financial condition and results of operations.
These laws and regulations generally prohibit competitors from fixing prices, boycotting competitors, or engaging in other conduct that 4 Table of Contents ITEM 1. BUSINESS (continued) unreasonably restrains competition, and such laws and regulations may impact potential business relationships or transactions with third parties in the future.
These laws and regulations generally prohibit competitors from fixing prices, boycotting competitors, or engaging in other conduct that unreasonably restrains competition, and such laws and regulations may impact potential business relationships or transactions with third parties in the future.
Interest rates increased substantially in the past few years, remained elevated in 2024, and are currently expected to decrease slightly but stay relatively high in 2025. The combination of high interest rates and high levels of inflation reduces the affordability of mortgages and other financing options, and increases the cost of home improvement projects.
Interest rates increased substantially in the past few years, remained high with slight decreases in 2025, and are currently expected to decrease further but stay relatively high in 2026. The combination of high interest rates and high levels of inflation reduces the affordability of mortgages and other financing options, and increases the cost of home improvement projects.
For the year ended December 31, 2024, our RIR, excluding the impact from our Doors segment as a result of the recent Masonite acquisition, was 0.48, compared to 0.60 as reported in the same period for the prior year.
For the year ended December 31, 2025, our RIR, including the Doors segment, was 0.60, compared to 0.48 as reported in the same period in the prior year, which excluded the impact from our Doors segment as a result of the Masonite acquisition.
The Company is dedicated to continuous improvement in its environmental, health and safety performance and to achieving its 2030 Sustainability Goals. The Company has not experienced a material adverse effect upon its capital expenditures or competitive position as a result of environmental control legislation and regulations. Operating costs associated with environmental compliance were approximately $59 million in 2024.
The Company is dedicated to continuous improvement in its environmental, health and safety performance and to achieving its 2030 Sustainability Goals. The Company has not experienced a material adverse effect upon its capital expenditures or competitive position as a result of environmental control legislation and regulations.
The loss of one or more of these key customers, a consolidation of key customers or a significant reduction in sales to those customers could significantly reduce our revenues from these products.
The commercial activities of these key customers, including the loss of a key customer, a consolidation of key customers or a significant reduction in sales to those customers could significantly reduce our revenues from these products.
These trends have likely resulted in reduced levels of repair and remodel as well as new construction activity and demand for our products. Additionally, market reactions to the new U.S. federal administration's trade policies, deregulation efforts, and stance towards the Federal Reserve could create economic uncertainty, potentially leading to fluctuations in inflation and interest rates.
These trends have likely resulted in reduced levels of repair and remodel as well as new construction activity and demand for our products. Additionally, market reactions to the U.S. government's policies and stances have created economic uncertainty, leading to fluctuations in inflation and interest rates.
If we were found liable for violations of anti-corruption laws, we could be liable for criminal or civil penalties or other sanctions, which could have a material adverse impact on our business, financial condition and results of operations.
If we were found liable for violations of anti-corruption laws, we could be liable for criminal or civil penalties or other sanctions, which could have a material adverse impact on our business, financial condition and results of operations. We face significant competition in the markets we serve and we may not be able to compete successfully.
Our ability to sell some of the products in our Insulation, Roofing, and Doors segments is dependent on a limited number of customers, who account for a significant portion of such sales. In 2024, we had two customers that represented 13% and 11% of our annual net sales.
Our ability to sell some of our products is dependent on a limited number of customers, who account for a significant portion of such sales. In 2025, we had two customers that represented 16% and 12% of our annual net sales, respectively.
The information on our website is not, and will not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any of our other filings with the SEC. 6 Table of Contents ITEM 1A. RISK FACTORS In an enterprise as diverse as ours, a wide range of factors could affect future performance.
The information on our website is not, and will not be deemed to be, a part of this Annual Report on Form 10-K or incorporated into any of our other filings with the SEC. 6 Table of Contents ITEM 1A.
The Company is also required to comply with increasingly complex and changing laws and regulations enacted to protect business and personal data in the United States and other jurisdictions regarding privacy, data protection and data security, including those related to the collection, storage, use, transmission and protection of personal information and other consumer, customer, vendor or employee data.
The Company is also required to comply with increasingly complex and changing laws and regulations enacted to protect business and personal data in the United States and other jurisdictions regarding privacy, data protection and data security, including those related to the 4 Table of Contents ITEM 1.
We discuss in this section some of the risk factors that could materially and adversely affect our business, financial condition, value and results of operations. You should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.
RISK FACTORS We discuss in this section some of the risk factors that could materially and adversely affect our business, financial condition, value and results of operations.
BUSINESS (continued) Safety and Well-Being One of our primary objectives is the safety and well-being of our employees. Working safely is an unconditional, organization-wide expectation at Owens Corning, which we believe directly benefits employees’ lives, improves our manufacturing processes and reduces our costs.
Safety and Well-Being One of our primary objectives is the safety and well-being of our employees. Working safely is an unconditional, organization-wide expectation at Owens Corning, which we believe directly benefits employees’ lives, improves our manufacturing processes and reduces our costs. The Company maintains comprehensive safety programs focused on identifying hazards and eliminating risks that can lead to severe injuries.
The Company continues to invest in equipment and process modifications to remain in compliance with applicable environmental laws and regulations worldwide. Our manufacturing facilities are subject to numerous national, state and local environmental protection laws and regulations. Regulatory activities of particular importance to our operations include those addressing air pollution, water pollution, waste disposal and chemical control.
Operating costs, including labor costs, associated with environmental compliance were approximately $78 million in 2025. The Company continues to invest in equipment and process modifications to remain in compliance with applicable environmental laws and regulations worldwide. Regulatory activities of particular importance to our operations include those addressing air pollution, water pollution, waste disposal and chemical control.
Natural gas supply shortages could lead to additional price increases, energy supply rationing, or temporary reduction in our European operations, which could have a material adverse impact on our business or results of operations. We are subject to risks and uncertainties associated with our international operations. We sell products and operate plants throughout the world.
Natural gas supply shortages could lead to additional price increases, energy supply rationing, or temporary reduction in our European operations, which could have a material adverse impact on our business or results of operations.
For example, market reactions to the new U.S. federal administration’s proposed tariffs and evolving trade policies with countries such as Canada, Mexico and China could disrupt our supply chains, increase our costs for raw materials, and negatively impact our business margins and financial results.
These trade actions and evolving U.S. trade policies with countries such as Canada, Mexico and China could disrupt our supply chains, increase our costs for raw materials, increase costs the Company may incur on finished goods shipped to customers, and negatively impact our business margins and financial results.
Although we believe that some of our product categories, such as insulation and composites, could experience increased demand due to environmental benefits, such as energy efficiency and renewable energy, the timing and impact of such increased demand is uncertain.
Although we believe that some of our product categories, such as insulation, could experience increased demand due to environmental benefits, such as energy efficiency, the timing and impact of such increased demand is uncertain. Generally, any weather conditions that slow or limit residential or non-residential construction activity can adversely impact demand for our products.
Many of our business activities globally involve substantial investments in manufacturing facilities and many products are produced at a limited number of locations. These facilities could be materially damaged by natural disasters such as floods, tornados, hurricanes, fires, earthquakes, pandemics or by theft or sabotage.
We may not be insured against potential material manufacturing losses or disruptions and could be seriously harmed by natural disasters, catastrophes, pandemics, theft or sabotage. Many of our business activities globally involve substantial investments in manufacturing facilities and many products are produced at a limited number of locations.
These changes and conditions could materially and adversely impact the Company’s operations, financial results and/or liquidity, including: • the financial stability of our customers or suppliers may be compromised, which could result in reduced demand for our products, additional bad debts for the Company or non-performance by suppliers; • one or more of the financial institutions associated with our credit facilities could cease to fulfill their funding obligations, or the amount of eligible receivables under our receivables securitization facility could decrease, which could materially and adversely impact our liquidity; • it may become more expensive or difficult to obtain financing or refinance the Company’s debt in the future; • the value of the Company’s assets held in pension plans may decline; and • the Company’s assets may be impaired or subject to write-down or write-off. 10 Table of Contents ITEM 1A.
RISK FACTORS (continued) • one or more of the financial institutions associated with our senior revolving credit facility could cease to fulfill their funding obligations, which could materially and adversely impact our liquidity; • it may become more expensive or difficult to obtain financing or refinance the Company’s debt in the future; • the value of the Company’s assets held in pension plans may decline; and • the Company’s assets may be impaired or subject to write-down or write-off.
RISK FACTORS (continued) we may ultimately be unsuccessful in identifying or resolving issues, such as accuracy issues, cybersecurity risks, unintended biases, and discriminatory outputs, before they arise.
While we aim to develop, integrate and use AI responsibly, including attempting to identify and mitigate ethical or legal issues presented by its use, we may ultimately be unsuccessful in identifying or resolving issues, such as accuracy issues, cybersecurity risks, unintended biases, and discriminatory outputs, before they arise.
One of our primary safety measures is the Recordable Incident Rate (“RIR”) as defined by the United States Bureau of Labor Statistics.
Since 2023, the Company has utilized its employee-developed “Safer Together” initiative, which is intended to increase employee focus and collective engagement on safety. One of our primary safety measures is the Recordable Incident Rate (“RIR”) as defined by the United States Bureau of Labor Statistics.
New environmental and chemical regulations could impact our ability to expand production or construct new facilities in every geographic region in which we operate. Continued and increased government and public emphasis on environmental issues is expected to result in increased future investments for environmental controls at ongoing operations, which will be charged against income from future operations.
New environmental and chemical regulations could impact our ability to expand production or construct new facilities in every geographic region in which we operate.
Furthermore, some of our sales are concentrated in certain geographic areas, and market growth that is skewed to other geographic areas may negatively impact our rate of growth or market share. We face significant competition in the markets we serve and we may not be able to compete successfully. All of the markets we serve are highly competitive.
Furthermore, some of our sales are concentrated in certain geographic areas, and market growth that is skewed to other geographic areas may negatively impact our rate of growth or market share. Government trade actions may create significant uncertainty in the global market and could have a material adverse impact on our business, financial condition and results of operations.
Our efforts to comply with privacy and data protection laws may impose significant costs and challenges that are likely to increase over time. Emerging issues related to our development, integration and use of artificial intelligence (“AI”) could give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business .
Disruptions or delays in these implementation initiatives, or failing to complete them at all, could materially affect our operations and financial results. Emerging issues related to our development, integration and use of artificial intelligence (“AI”) could give rise to legal or regulatory action, damage our reputation or otherwise materially harm our business .
In periods with below average levels of severe storms, demand for such products could be reduced. Lower demand for our products as a result of either of these weather-related scenarios could have a material adverse impact on our business, financial condition and results of operations.
Lower demand for our products as a result of weather-related scenarios could have a material adverse impact on our business, financial condition and results of operations. Additionally, severely low or high temperatures may lead to significant and immediate cost increases in natural gas, electricity and other commodities that could negatively affect our results of operations.
Our development, integration and use of AI technology in our operations remains in the early phases. We have started to assess the use of AI technology to drive productivity and data analytics. While we aim to develop, integrate and use AI responsibly, 11 Table of Contents ITEM 1A.
We increasingly develop, integrate and use AI technology in our operations, including to drive productivity and data analytics.
These factors could impact our business as follows: • generally, any weather conditions that slow or limit residential or commercial construction activity can adversely impact demand for our products; and • a portion of our annual product demand is attributable to the repair of damage caused by severe storms.
In addition, a portion of our annual product demand is attributable to the repair of damage caused by severe storms. The frequency and magnitude of severe storms can have a significant impact on the markets for residential and non-residential construction, repair and improvement projects. In periods with below average levels of severe storms, demand for such products is reduced.
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At December 31, 2024, the Company had an accrual totaling $4 million for its environmental liabilities, of which the current portion is $2 million. Changes in required remediation procedures or timing of those procedures at existing legacy sites, or discovery of contamination at additional sites, could result in material increases to the Company’s environmental obligations.
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BUSINESS (continued) collection, storage, use, transmission and protection of personal information and other consumer, customer, vendor or employee data.
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In 2024, the Company engaged in the Pulse Survey, a new biannual survey that is designed to improve the employee experience, which had a 71% participation rate. Out of the 19,000 employees that participated, approximately 80% found their work engaging and were satisfied with their jobs.
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To mitigate short-term variation in our operating results due to commodity price fluctuations in certain geographic markets, we may hedge a portion of our near-term exposure to the cost of energy. The results of our hedging practices could be positive, neutral or negative in any future period depending on price changes of the hedged exposures.
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In 2023, the Company also engaged in an Employee Value Proposition survey and considered employee feedback in formulating its value proposition, including changes to compensation and benefits offerings such as sick leave enhancements for primary employees and improvements to our facilities, including the roll-out of personal dignity spaces. 5 Table of Contents ITEM 1.
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Our hedging activities are not designed to mitigate long-term commodity price fluctuations and, therefore, would not protect us from long-term commodity price increases. In addition, in the future, our hedging positions may not correlate to our actual energy costs, which would cause acceleration in the recognition of unrealized gains and losses on our hedging positions in our operating results.
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The Company maintains comprehensive safety programs focused on identifying hazards and eliminating risks that can lead to severe injuries. Since 2023, the Company has utilized its employee-developed “Safer Together” initiative, which is intended to increase employee focus and collective engagement on safety.
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The Company’s business is global in scope, and government trade actions may materially and adversely impact our business, financial condition and results of operations.
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RISK FACTORS (continued) In addition, steps taken by the United States government to apply or increase tariffs on certain products and materials could potentially disrupt our existing supply chains and impose additional costs on our business, including costs with respect to raw materials upon which our business depends.
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In 2025, the U.S. government took, and may continue to take, trade actions that impact or could impact our operations, including, but not limited to, imposing tariffs on certain goods and raw materials imported into the U.S. and baseline tariffs on products from all countries and additional individualized reciprocal tariffs on the countries with which the United States has the largest trade deficits, including China.
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The increased costs may negatively impact our margins as we may not be able to pass on the additional costs to customers by increasing the prices of our products.
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In addition, several governments, including the European Union, China and India, have imposed tariffs, including reciprocal tariffs, on certain goods imported from the United States. The U.S. government has announced various modifications to its tariffs, and further changes may be made in the future, including in response to pending litigation.
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Acquisitions, joint ventures, production capacity expansions and divestitures involve substantial risks, including: • unforeseen difficulties in operations, technologies, products, services, accounting and personnel; • increased cybersecurity threats or incidents; • diversion of financial and management resources from existing operations; 9 Table of Contents ITEM 1A.
Added
The Company has implemented short- and long-term mitigation efforts to partially offset the impact of the enacted tariffs on its operating profits with supply chain adjustments and productivity and cost savings actions.
Removed
We may not realize the growth opportunities and cost synergies that are anticipated from the acquisition of Masonite. The benefits that are expected to result from the acquisition of Masonite will depend, in part, on our ability to realize the anticipated growth opportunities and cost synergies as a result of the acquisition.
Added
To the extent additional tariffs or other trade restrictions are enacted and the Company is unable to offset the tariffs or the tariffs negatively impact demand, the Company’s revenue and profitability could be adversely impacted.
Removed
Our success in realizing these growth opportunities and cost synergies, and the timing of this realization, depends on the successful integration of Masonite. There can be no assurance that we will successfully or cost-effectively integrate Masonite. The failure to do so could have a material adverse effect on our business, financial condition, and results of operations.
Added
Declines in our business as a result of tariffs, along with other factors, may also result in an impairment of our tangible and intangible assets, which could result in material non-cash charges.
Removed
Even if we are able to integrate Masonite successfully, this integration may not result in the realization of the full benefits of the growth opportunities and cost synergies that we currently expect from this integration, and we cannot guarantee that these benefits will be achieved within anticipated time frames or at all.
Added
Although we evaluate the impact of current and anticipated tariffs and trade actions on our supply chain, costs, sales and profitability, and implement strategies that are designed to mitigate the impact of such trade actions, we can provide no assurance that any strategies we implement will be successful.
Removed
While it is anticipated that certain expenses will be incurred to achieve cost synergies, such expenses are difficult to estimate accurately, and may exceed current estimates. Accordingly, the benefits from the acquisition may be offset by costs incurred to, or delays in, integrating the businesses. Worldwide economic conditions and credit tightening could have a material adverse impact on the Company.
Added
Furthermore, tariffs, other trade restrictions, or ongoing developments or litigation regarding government trade actions, may lead to continuing uncertainty and volatility in 8 Table of Contents ITEM 1A. RISK FACTORS (continued) U.S. and global financial and economic conditions and commodity markets, significant inflation, and ultimately reduced demand for our products.

… 9 more changes not shown on this page.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

21 edited+6 added−8 removed49 unchanged
Biggest changeAdditionally, instruments and agreements governing our future indebtedness may impose other restrictive conditions or covenants that could restrict our ability to conduct our business operations or pursue growth strategies. Downgrades of our credit ratings could adversely impact us. Our credit ratings are important to our cost of capital.
Biggest changeThe credit agreement governing our senior revolving credit facility, and the indentures governing our senior notes, contain various covenants that impose operating and financial restrictions on us and our subsidiaries. Additionally, instruments and agreements governing our future indebtedness may impose other restrictive conditions or covenants that could restrict our ability to conduct our business operations or pursue growth strategies.
Our debt level and degree of leverage could have important consequences, including the following: • our ability to obtain additional debt or equity financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes may be limited; • a substantial portion of our cash flow could be required for the payment of principal and interest on our indebtedness, and may not be available for other business purposes; • certain of our available borrowings are at variable rates of interest, exposing us to the risk of increased interest rates to borrow in the future; • if due to liquidity needs we must replace any indebtedness upon maturity, we would be exposed to the risk that we may not be able to refinance such indebtedness; • our ability to adjust to changing market conditions may be limited and place us at a competitive disadvantage compared to our competitors if they have less debt; and • we may be vulnerable in a downturn in general economic conditions or in our business, or we may be unable to carry out important capital spending.
Our debt level and degree of leverage could have important consequences, including the following: • our ability to obtain additional debt or equity financing for working capital, capital expenditures, debt service requirements, acquisitions and general corporate or other purposes may be limited; • a substantial portion of our cash flow could be required for the payment of principal and interest on our indebtedness, and may not be available for other business purposes; • certain of our available borrowings are at variable rates of interest, exposing us to the risk of increased interest rates to borrow in the future; • if due to liquidity needs we must replace any indebtedness upon maturity, we would be exposed to the risk that we may not be able to refinance such indebtedness, and, if we are able to refinance such indebtedness, vulnerable to interest rate increases; • our ability to adjust to changing market conditions may be limited and place us at a competitive disadvantage compared to our competitors if they have less debt; and • we may be vulnerable in a downturn in general economic conditions or in our business, or we may be unable to carry out important capital spending.
Additionally, we are subject to Section 203 of the Delaware General Corporation Law, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder and which may discourage, delay or prevent a change in control of our company.
Additionally, we are subject to Section 203 of the General Corporation Law of the State of Delaware, which generally prohibits a Delaware corporation from engaging in any of a broad range of business combinations with any “interested” stockholder for a period of three years following the date on which the stockholder became an “interested” stockholder and which may discourage, delay or prevent a change in control of our company.
We cannot assure that we will be able to retain all of our existing senior management personnel and skilled and experienced personnel. The loss of any of these individuals or an inability to attract additional qualified personnel could prevent us from implementing our business strategy and could adversely impact our business and our future financial condition or results of operations.
We cannot assure that we will be able to retain all of our existing senior management personnel and skilled and experienced personnel. The loss of any of these individuals or an inability to attract additional qualified personnel could prevent us from implementing our business strategy and could adversely impact our business financial condition or results of operations.
Our businesses are capital intensive, and regularly require capital expenditures to expand operations, maintain equipment, increase operating efficiency and comply with applicable laws and regulations, leading to high fixed costs, including depreciation expense. Increased regulatory requirements for our operations could lead to additional or higher fixed costs in the future.
Our businesses are capital intensive, and regularly require capital expenditures to expand operations, maintain equipment and technology systems, increase operating efficiency and comply with applicable laws and regulations, leading to high fixed costs, including depreciation expense. Increased regulatory requirements for our operations could lead to additional or higher fixed costs in the future.
Our cost reduction and productivity efforts, including those related to our existing operations, production capacity expansions, new manufacturing platforms, or other capital expenditures, may not produce anticipated results. Our ability to achieve cost savings and other benefits within expected time frames is subject to many estimates and assumptions.
Our cost reduction and productivity efforts, including those related to our existing operations, production capacity expansions, new manufacturing platforms, technology systems, or other capital expenditures, may not produce anticipated results. Our ability to achieve cost savings and other benefits within expected time frames is subject to many estimates and assumptions.
RISK FACTORS (continued) We are subject to various legal and regulatory proceedings, including litigation in the ordinary course of business, and uninsured judgments or a rise in insurance premiums may have a material adverse impact on our business, financial condition and results of operations.
We are subject to various legal and regulatory proceedings, including litigation in the ordinary course of business, and uninsured judgments or a rise in insurance premiums may have a material adverse impact on our business, financial condition and results of operations.
Failure to achieve or delays in achieving projected levels of efficiencies and cost savings from such measures, or unanticipated inefficiencies resulting from in-process or contemplated manufacturing and administrative reorganization actions, could adversely affect our business, financial condition, results of operations and cash flows. 17 Table of Contents ITEM 1A.
Failure to achieve or delays in achieving projected levels of efficiencies and cost savings from such measures, or unanticipated inefficiencies resulting from in-process or contemplated manufacturing and administrative reorganization actions, or legal challenges to a reorganization action, could adversely affect our business, financial condition, results of operations and cash flows. 17 Table of Contents ITEM 1A.
As a result, we expect to be subject to overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions.
As a result, we could be subject to overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions.
Claims of intellectual property infringement also may require us to redesign affected products, pay costly damage awards, or face injunctions prohibiting us from manufacturing, importing, marketing or selling certain of our products. Even if we have agreements to indemnify us, indemnifying parties may be unable or unwilling to do so. 14 Table of Contents ITEM 1A.
Claims of intellectual property infringement also may require us to redesign affected products, pay costly damage awards, or face injunctions prohibiting us from manufacturing, importing, marketing or selling certain of our products. Even if we have agreements to indemnify us, indemnifying parties may be unable or unwilling to do so.
Compliance with foreign, federal, state and local legislation and regulations concerning climate-related disclosures, including compliance with the European Commission’s Corporate Sustainability Reporting Directive and climate disclosure requirements that may be implemented by the SEC, may result in additional costs and capital expenditures, and the failure to comply with such legislation and regulations could result in fines to us and could affect our business, financial condition, results of operations and cash flows.
Compliance with foreign, federal, state and local legislation and regulations concerning climate-related disclosures, including compliance with the European Commission’s Corporate Sustainability Reporting Directive, may result in additional costs and capital expenditures, and the failure to comply with such legislation and regulations could result in fines to us and could affect our business, financial condition, results of operations and cash flows.
The ability of our subsidiaries to pay dividends or make other payments or distributions to us will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends or other payments), agreements of those subsidiaries, agreements with any co-investors in non-wholly-owned subsidiaries, the terms of our credit and receivables facilities and senior notes and the covenants of any future indebtedness we or our subsidiaries may incur.
The ability of our subsidiaries to pay dividends or make other payments or distributions to us in a tax efficient manner, or at all, will depend on their respective operating results and may be restricted by, among other things, the laws of their jurisdiction of organization (which may limit the amount of funds available for the payment of dividends or other payments), agreements of those subsidiaries, agreements with any co-investors in non-wholly-owned subsidiaries, the terms of our senior revolving credit facility and senior notes, and the covenants of any future indebtedness we or our subsidiaries may incur.
Downgrades in our debt rating could also restrict our access to capital markets and affect the value and marketability of our outstanding senior notes. 15 Table of Contents ITEM 1A. RISK FACTORS (continued) Our operations require substantial capital, leading to high levels of fixed costs that will be incurred regardless of our level of business activity.
Downgrades in our debt rating could also restrict our access to capital markets and affect the value and marketability of our outstanding senior notes. Our operations require substantial capital, leading to high levels of fixed costs that will be incurred regardless of our level of business activity.
ITEM 1A. RISK FACTORS (continued) Proposed or future laws or regulations aimed at addressing climate change, including, but not limited to, local building codes, Environmental Protection Agency regulations on greenhouse gas emissions ( “ GHG ”) , laws or regulations impacting energy supply, and climate-related disclosure requirements, may materially impact demand for our products or our cost of doing business.
Laws or regulations aimed at addressing climate change, including, but not limited to, local building codes, Environmental Protection Agency regulations on greenhouse gas ("GHG") emissions, laws or regulations impacting energy supply, and associated disclosure requirements, may materially impact demand for our products or our cost of doing business.
The major debt rating agencies routinely evaluate our debt based on a number of factors, which include financial strength and business risk as well as transparency with rating agencies and timeliness of financial reporting.
Our credit ratings are important to our cost of capital. The major debt rating agencies routinely evaluate our debt based on a number of factors, which include financial strength and business risk as well as transparency with rating agencies and timeliness of financial reporting.
If any significant judgment or claim is not fully insured or indemnified against, it could have a material adverse impact on our business, financial condition and results of operations. FINANCIAL RISKS Our level of indebtedness could adversely impact our business, financial condition or results of operations.
If any significant judgment or claim is not fully insured or indemnified against, it could have a material adverse impact on our business, financial condition and results of operations. FINANCIAL RISKS Our level of indebtedness could adversely impact our business, financial condition or results of operations. At December 31, 2025, we had total debt of approximately $5.2 billion.
Our results of operations in a given period may be impacted by price volatility in certain renewable-generated energy markets. In connection with our sustainability goals to reduce GHG and toxic air emissions, we entered into contracts pursuant to which we have agreed to purchase renewable-generated electricity from third parties.
Our results of operations in a given period may be impacted by price volatility in certain renewable-generated energy markets. In connection with our sustainability goals to reduce GHG emissions, we entered into contracts to purchase renewable-generated electricity from third parties. Under these contracts, we do not take physical delivery of renewable-generated electricity.
There are no assurances that we will be able to successfully execute our strategies and achieve our targets. Failures or delays (whether actual or perceived) to achieve our targets or strategies related to climate change and other environmental matters could damage our reputation, customer and investor relationships, adversely affect our business, operations and increase risk of litigation.
There are no assurances that we will be able to successfully execute our strategies and achieve our targets. Failures or delays (whether actual or perceived) to achieve our targets or strategies related to climate change and other 14 Table of Contents ITEM 1A.
Due to this potential volatility, it is possible that these contracts, or similar contracts we execute in the future, could have an impact on our results of operations in a given reporting period.
For example, renewable-generated energy output fluctuates due to climactic and other factors beyond our control and can be constrained by available transmission capacity, thereby significantly impacting pricing. Due to this potential volatility, it is possible that these contracts, or similar contracts we execute in the future, could have an impact on our results of operations in a given reporting period.
Under these contracts, we do not take physical delivery of renewable-generated electricity. The generated electricity is instead sold by our counterparties to local grid operators at the prevailing market price and we obtain the associated non-tax renewable energy credits.
The generated electricity is instead sold by our counterparties to local grid operators at the prevailing market price and we obtain the associated non-tax renewable energy credits. The prevailing market pricing for renewable-generated electricity can be affected by factors beyond our control and is subject to significant period over period volatility.
Additional adjustments may be recorded to the fair value of goodwill and intangible assets during the measurement period, a period not to exceed 12 months from the acquisition date. Accordingly, any determination requiring the write-off of a significant portion of goodwill or intangible assets could negatively impact our results of operations.
This asset remains at an increased risk of impairment and had a value of $156 million as of December 31, 2025. Accordingly, any determination requiring the write-off of a significant portion of goodwill or intangible assets could negatively impact our results of operations.
Removed
We believe that ongoing scientific and political focus on climate change may lead to new and more restrictive environmental laws and regulations in certain jurisdictions, which may impact our financial condition, results of operations, and cash flows.
Added
ITEM 1A. RISK FACTORS (continued) operations. Laws and regulations focused on product and chemical hazards, including regulations concerning the impact of product manufacturing and use on climate change, and resulting preferential product selection could also impact our ability to manufacture and sell certain products or require significant research and development investment and capital expenditures to meet regulatory requirements.
Removed
In connection with our acquisition of Masonite, we significantly increased our outstanding indebtedness, including the issuance of $2.0 billion of senior notes. At December 31, 2024, we had total debt of approximately $5.1 billion. As a result, our debt service obligations for 2025 and beyond have increased from prior amounts.
Added
RISK FACTORS (continued) environmental matters could damage our reputation, customer and investor relationships, adversely affect our business, operations and increase risk of litigation.
Removed
The credit agreement governing our senior revolving credit facility, the indentures governing our senior notes, and the receivables purchase agreement governing our receivables securitization facility contain various covenants that impose operating and financial restrictions on us and our subsidiaries.
Added
Any failure to comply with covenants in the instruments governing our debt could result in an event of default which, if not cured or waived, would have a material adverse effect on us. 15 Table of Contents ITEM 1A. RISK FACTORS (continued) Downgrades of our credit ratings could adversely impact us.
Removed
The prevailing market pricing for renewable-generated electricity can be affected by factors beyond our control and is subject to significant period over period volatility. For example, renewable-generated energy output fluctuates due to climactic and other factors beyond our control and can be constrained by available transmission capacity, thereby significantly impacting pricing.
Added
RISK FACTORS (continued) In 2025, as a result of interim goodwill impairment testing, we recorded $1,135 million in pre-tax non-cash impairment charges, equal to the excess of the Doors reporting unit's carrying value over its fair value.
Removed
Our hedging activities to address energy price fluctuations may not be successful in offsetting increases in those costs or may reduce or eliminate the benefits of any decreases in those costs.
Added
The remaining balance of goodwill for the Doors reporting unit of $380 million as of December 31, 2025 continues to be at risk for future impairment. Continued uncertainty surrounding the macroeconomic factors impacting the Doors reporting unit or changes in the significant assumptions mentioned above, could increase the likelihood of an additional future impairment.
Removed
To mitigate short-term variation in our operating results due to commodity price fluctuations in certain geographic markets, we may hedge a portion of our near-term exposure to the cost of energy. The results of our hedging practices could be positive, neutral or negative in any period depending on price changes of the hedged exposures.
Added
We also performed an interim impairment test for an indefinite-lived tradename used by our Doors segment, based on the macroeconomic conditions that precipitated the interim goodwill impairment test. As a result of this test, the Company recorded a pre-tax non-cash impairment charge of $39 million.
Removed
Our hedging activities are not designed to mitigate long-term commodity price fluctuations and, therefore, would not protect us from long-term commodity price increases. In addition, in the future, our hedging positions may not correlate to our actual energy costs, which would cause acceleration in the recognition of unrealized gains and losses on our hedging positions in our operating results.
Removed
RISK FACTORS (continued) As a result of the acquisition of Masonite in 2024, we acquired $1.5 billion in goodwill and $1.4 billion in intangible assets. The Company has not yet finalized the valuation of these acquired assets as of December 31, 2024.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

7 edited+2 added−2 removed9 unchanged
Biggest changeThese regular reports inform our CIO and Vice President, Global Information Security as they monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents under the oversight of the risk committee. Our Global Information Services team is regularly engaged in cybersecurity training and awareness and incorporates relevant reviews in technology design and development.
Biggest changeOur information security organization provides security monitoring and response and provides regular reports to our CIO and Vice President, Global Information Security. These regular reports inform our CIO and Vice President, Global Information Security as they monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents under the oversight of the risk committee.
We have cloud security and other tools and governance processes designed to assess, identify and manage material risks from cybersecurity threats. In addition, we maintain an information security training program designed to address phishing and email security, password security, data handling security, cloud security, operational technology security processes, and cybersecurity incident response and reporting processes.
We have cloud security and other tools and governance processes designed to assess, identify, audit and manage material risks from cybersecurity threats. In addition, we maintain an information security training program designed to address phishing and email security, password security, data handling security, cloud security, operational technology security processes, and cybersecurity incident response and reporting processes.
We periodically have external information security assessments performed by third parties to analyze our information technology systems and to stay informed of information security risks. Additionally, we have a supplier validation process, which provides for review and approval by our cybersecurity group for cloud services.
We periodically have external information security assessments performed by third parties to analyze our information technology systems and to stay informed of information security risks. Additionally, we have a supplier validation process, which provides for review and approval by our cybersecurity group for material cloud services.
Although we experience cybersecurity incidents from time to time as part of our operations, we have not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have had or are reasonably likely to have, a material impact on our business strategy, results of operations or financial condition.
Although we experience cybersecurity events and incidents from time to time as part of our operations, we have not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have had or are reasonably likely to have, a material impact on our business strategy, results of operations or financial condition.
CYBERSECURITY (continued) The Company’s cybersecurity program is overseen by our CIO, who is responsible for global information technology, including cybersecurity. Our Vice President, Global Information Security, is primarily responsible for assessing and managing material risks from cybersecurity threats, including monitoring the measures used for prevention, detection, mitigation and remediation of cybersecurity incidents.
Our Vice President, Global Information Security, is primarily responsible for assessing and managing material risks from cybersecurity threats, including monitoring the measures used for prevention, detection, mitigation and remediation of cybersecurity incidents. Our CIO is responsible for our information security organization, which is comprised of internal Owens Corning employees and external security suppliers.
Management also provides the Audit Committee with a cybersecurity dashboard, which the full Board of Directors can access as well. Additionally, the Audit Committee regularly provides updates to the Board on the status of the Company’s cybersecurity risk management process. 19 ITEM 1C.
Management also provides the Audit Committee with a cybersecurity dashboard, which the full Board of Directors can access as well.
Our CIO has 20 years of experience in the information technology industry, including engagement with cybersecurity strategy and oversight. Our CIO reports directly to our Chief Executive Officer. Our Vice President, Global Information Security has 28 years of experience in the cybersecurity industry, including previous experience in the U.S.
Our Vice President, Global Information Security has 29 years of experience in the cybersecurity industry, including previous experience in the U.S. Air Force, consulting, and 23 years with Owens Corning, and reports directly to our CIO.
Removed
Our CIO is responsible for our information security organization, which is comprised of internal Owens Corning employees and external security suppliers. Our information security organization provides security monitoring and response and provides regular reports to our CIO and Vice President, Global Information Security.
Added
Additionally, the Audit Committee regularly provides updates to the Board on the status of the Company’s cybersecurity risk management process. 19 Table of Contents The Company’s cybersecurity program is overseen by our CIO, who is responsible for global information technology, including cybersecurity.
Removed
Air Force, consulting, and 22 years with Owens Corning, and reports directly to our CIO.
Added
Our Global Information Services team is regularly engaged in cybersecurity training and awareness and incorporates relevant reviews in technology design and development. Our CIO has 21 years of experience in the information technology industry, including engagement with cybersecurity strategy and oversight. Our CIO reports directly to our Chief Executive Officer.

Item 2. Properties

Properties — owned and leased real estate

3 edited+1 added−0 removed1 unchanged
Biggest changeIt consists of approximately 20 structures totaling more than 650,000 square feet. In addition, we have application development and other product and market focused research and development centers in various locations. As of December 31, 2024, we operated in 152 manufacturing facilities, of which 110 were owned.
Biggest changeOur research and development activities are primarily conducted at our Science and Technology Center, located on approximately 500 acres of land owned by the Company outside of Granville, Ohio and consists of approximately 20 structures totaling more than 650,000 square feet. In addition, we have application development and other product and market focused research and development centers in various locations.
ITEM 2. PROPERTIES Our principal executive offices are located at the Owens Corning World Headquarters in Toledo, Ohio, an owned facility of approximately 400,000 square feet. Our research and development activities are primarily conducted at our Science and Technology Center, located on approximately 500 acres of land owned by the Company outside of Granville, Ohio.
ITEM 2. PROPERTIES Our principal executive offices are located at the Owens Corning World Headquarters in Toledo, Ohio, an owned facility of approximately 400,000 square feet.
The following table summarizes manufacturing facilities by reportable segment and geographical region: Roofing Insulation Doors Composites Total United States 29 20 34 11 94 Europe — 8 7 7 22 Asia-Pacific 1 7 1 4 13 Rest of world 3 5 10 5 23 Total manufacturing facilities 33 40 52 27 152 The capacity of each plant varies depending upon product mix.
The following table summarizes manufacturing facilities by reportable segment and geographical region: Roofing Insulation Doors Total United States 35 22 32 89 Europe 3 7 7 17 Rest of world 3 7 10 20 Total manufacturing facilities from continuing operations 41 36 49 126 Total manufacturing facilities from continuing operations 126 Total manufacturing facilities from discontinued operations 17 Total manufacturing facilities 143 The capacity of each plant varies depending upon product mix.
Added
As of December 31, 2025, we operated in 143 manufacturing facilities, of which 103 were owned.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

6 edited+1 added−1 removed1 unchanged
Biggest changeMéndez-Andino (51) Executive Vice President, Chief Research and Development Officer since April 2021; formerly Vice President of Science and Technology for Insulation and Roofing (2019) Paula J. Russell (47) Executive Vice President, Chief Human Resources Officer since January 2021; formerly Senior Vice President, Chief Human Resources Officer (December 2019); formerly Vice President, Chief Human Resources Officer (April 2019) Gunner S.
Biggest changeMéndez-Andino (52) Executive Vice President, Chief Innovation Officer since December 2025; Executive Vice President, Chief Research and Development Officer (2021); formerly Vice President of Science and Technology for Insulation and Roofing (2019) * Information in parentheses indicates year in which service in position began.
Beredo (50) Executive Vice President, General Counsel and Corporate Secretary since June 2021; formerly Executive Vice President, General Counsel and Corporate Secretary of Nordson Corporation (a precision technology manufacturing company) (NASDAQ: NDSN) (2018) Brian D.
Beredo (51) Executive Vice President, Chief Administrative Officer, and General Counsel since March 2025; formerly Executive Vice President, General Counsel and Corporate Secretary (2021); formerly Executive Vice President, General Counsel and Corporate Secretary of Nordson Corporation (a precision technology manufacturing company) (NASDAQ: NDSN) (2018) Brian D.
Smith (51) President, Roofing since August 2018 * Information in parentheses indicates year during the past five years in which service in position began. The last item listed for each individual represents the position held by such individual at the beginning of the five-year period. 21 Table of Contents Part II
The last item listed for each individual represents the position held by such individual at the beginning of the five-year period. 21 Table of Contents Part II
Chambers (58) Board Chair, President and Chief Executive Officer since April 2020; formerly President and Chief Executive Officer (2019) Nicolas Del Monaco (47) President, Insulation since September 2023; formerly Senior Vice President and Managing Director, Europe (2021); formerly Vice President for Non-Wovens and Glass Reinforcements Europe (2018) Mari K.
Chambers (59) Board Chair, President and Chief Executive Officer since April 2020 Jose Canovas (52) President, Insulation since July 2025; formerly Vice President and General Manager of Commercial and Industrial Insulation (2023); formerly Vice President and General Manager of North America Technical Insulation (2020) Nicolas Del Monaco (48) President, Roofing since July 2025; formerly President, Insulation (2023); formerly Senior Vice President and Managing Director, Europe (2021); formerly Vice President for Nonwovens and Glass Reinforcements Europe (2018) Mari K.
Doerfler (42) Vice President and Controller since April 2023; formerly Assistant Controller (2021); formerly Americas Accounting Director (2019) Todd W. Fister (50) Executive Vice President and Chief Financial Officer since September 2023; formerly President, Insulation (2019); formerly Vice President of Global Insulation and Strategy (2019) José L.
Doerfler (43) Vice President and Controller since April 2023; formerly Assistant Controller (2021); formerly Americas Accounting Director (2019) Todd W.
All of the listed executive officers have been employees of Owens Corning during the past five years except as indicated below.
All of the listed executive officers have been employees of Owens Corning during the past five years except as indicated below. Name and Age Position* Annie Baymiller (43) Executive Vice President, Chief Information Officer since December 2025; formerly Senior Vice President, Chief Information Officer (2023); formerly Vice President, Global Information Technology Services (2019) Gina A.
Removed
Name and Age Position* Christopher Ball (47) President, Doors since May 2024; formerly President of the Global Residential Door Business, Masonite (a door manufacturer to the residential construction industry) (formerly NYSE: DOOR) (2021); formerly President - Americas, Cooper Tire & Rubber Company (a tire manufacturing company) (formerly NYSE: CTB) (2018) Gina A.
Added
Fister (51) Executive Vice President and Chief Financial Officer since September 2023; formerly President, Insulation (2019); formerly Vice President of Global Insulation and Strategy (2019) Rachel Marcon (48) President, Doors since May 2025; formerly Vice President and General Manager, Global Nonwovens (2021); formerly Market Director, Nonwovens (2019) José L.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

10 edited+3 added−1 removed2 unchanged
Biggest changeThe Repurchase Authorization enables the Company to repurchase shares through the open market, privately negotiated or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company's discretion.
Biggest changeThe 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 2.1 million shares of its common stock for $232 million, inclusive of applicable taxes, during the three months ended December 31, 2025 under the Repurchase Authorizations.
The criteria used in determining this peer group included the size of the companies (measured in terms of annual revenue and market capitalization), industries and geographies in which the companies operate, stock price correlation and volatility relative to Owens Corning, and increased representation of comparator companies used by shareholder advisory firms.
The criteria used in determining this new peer group included the size of the companies (measured in terms of annual revenue and market capitalization), industries and geographies in which the companies operate, stock price correlation and volatility relative to Owens Corning, and increased representation of peer group companies used by shareholder advisory firms.
Smith Corporation; Advance Drainage Systems, Inc.; Allegion plc; Armstrong World Industries, Inc.; Ball Corporation; Builders FirstSource, Inc.; Carlisle Companies Incorporated; Carrier Global Corporation; Celanese Corporation; Eastman Chemical Company; Fortune Brands Innovations, Inc.; Greif, Inc.; JELD-WEN Holding, Inc.; Johnson Controls International plc; Lennox International Inc.; Louisiana-Pacific Corporation; Masco Corporation; Mohawk Industries, Inc.; O-I Glass, Inc.; PPG Industries, Inc.; Resideo Technologies, Inc.; RPM International Inc.; Stanley Black & Decker, Inc.; The Sherwin-Williams Company; Trane Technologies; Trex Company, Inc.; and UFP Industries, Inc.
Smith Corporation; Advance Drainage Systems, Inc.; Allegion plc; Armstrong World Industries, Inc.; Ball Corporation; Builders FirstSource, Inc.; Carlisle Companies Incorporated; Carrier Global Corporation; Celanese Corporation; Eastman Chemical Company; Fortune Brands Innovations, Inc..; JELD-WEN Holding, Inc.; Johnson Controls International plc; Lennox International Inc.; Masco Corporation; Mohawk Industries, Inc.; O-I Glass, Inc.; PPG Industries, Inc.; Resideo Technologies, Inc.; RPM International Inc.; Stanley Black & Decker, Inc.; The Sherwin-Williams Company; Trane Technologies; Trex Company, Inc.; and UFP Industries, Inc.
MARKET FOR OWENS CORNING’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (continued) Performance Graph The annual changes for the five-year period shown in the graph below are based on the assumption that $100 had been invested in Owens Corning (OC) stock, the Standard & Poor’s 500 Stock Index (“S&P 500”), and a peer group index on December 31, 2019, and that all quarterly dividends were reinvested.
MARKET FOR OWENS CORNING’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES (continued) Performance Graph The annual changes for the five-year period shown in the graph below are based on the assumption that $100 had been invested in Owens Corning (OC) stock, the Standard & Poor’s 500 Stock Index (“S&P 500”), and two peer group indices on December 31, 2020, and that all quarterly dividends were reinvested.
The Company’s subsidiaries are subject to certain restrictions on their ability to pay dividends under the agreements governing our senior revolving credit facility and our receivables securitization facility. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities None.
The Company’s subsidiaries are subject to certain restrictions on their ability to pay dividends under the agreements governing our senior revolving credit facility. Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities None.
ITEM 5. MARKET FOR OWENS CORNING’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Owens Corning’s common stock trades on the New York Stock Exchange under the symbol “OC.” Holders of Common Stock The number of stockholders of record of Owens Corning’s common stock on February 20, 2025 was 55.
ITEM 5. MARKET FOR OWENS CORNING’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market Information Owens Corning’s common stock trades on the New York Stock Exchange under the symbol “OC.” Holders of Common Stock The number of stockholders of record of Owens Corning’s common stock on February 20, 2026 was 54.
The total cumulative dollar returns shown on the graph represent the value that such investments would have had on December 31, 2024. We chose to use a self-selected peer group consisting of the companies noted below to include in the performance graph as we believe this peer group aligns with our specific industry, markets and global exposure.
For December 31,2025, we chose to use a new self-selected peer group consisting of the companies noted below to include in the performance graph as we believe this peer group more appropriately aligns with our specific industry, markets and global exposure.
Issuer Purchases of Equity Securities The following table provides information about Owens Corning’s purchases of its common stock during the three months ended December 31, 2024: Period Total Number of Shares (or Units) Purchased* Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs** Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs** October 1-31, 2024 6,190 $ 178.52 — 6,863,687 November 1-30, 2024 425,787 194.78 422,211 6,441,476 December 1-31, 2024 91,551 198.59 89,370 6,352,106 Total 523,528 $ 195.25 511,581 * The Company retained 11,947 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock units granted to our employees. ** On December 1, 2022, the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to an aggregate of 10 million shares of the Company's outstanding common stock (the “Repurchase Authorization”).
Issuer Purchases of Equity Securities The following table provides information about Owens Corning’s purchases of its common stock during the three months ended December 31, 2025: Period Total Number of Shares (or Units) Purchased* Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs** Maximum Number of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs** October 1-31, 2025 6,720 $ 134.28 — 14,596,044 November 1-30, 2025 1,305,248 103.62 1,300,292 13,295,752 December 1-31, 2025 845,373 113.74 838,053 12,457,699 Total 2,157,341 $ 107.68 2,138,345 * The Company retained 18,996 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock units granted to our employees. ** On May 13, 2025, the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to 12 million shares of the Company’s outstanding common stock (the “2025 Repurchase Authorization”).
The Company repurchased 0.5 million shares of its common stock for $101 million, inclusive of applicable taxes, during the three months ended December 31, 2024 under the Repurchase Authorization. As of December 31, 2024, 6.4 million shares remain available for repurchase under the Repurchase Authorization. 22 Table of Contents ITEM 5.
As of December 31, 2025, 12.5 million shares remain available for repurchase under the Repurchase Authorizations. 22 Table of Contents ITEM 5.
Performance Graph 2019 2020 2021 2022 2023 2024 OC $ 100 $ 118 $ 143 $ 137 $ 242 $ 283 S&P 500 $ 100 $ 118 $ 152 $ 125 $ 158 $ 197 Peer Group $ 100 $ 122 $ 167 $ 118 $ 159 $ 175 The peer group index is comprised of the following companies: A.O.
Performance Graph 2020 2021 2022 2023 2024 2025 OC $ 100 $ 121 $ 116 $ 205 $ 239 $ 160 S&P 500 $ 100 $ 129 $ 105 $ 133 $ 166 $ 196 2024 Peer Group $ 100 $ 137 $ 97 $ 130 $ 144 $ 142 2025 Peer Group $ 100 $ 136 $ 96 $ 129 $ 142 $ 141 The 2025 peer group index is comprised of the following companies: A.O.
Removed
With the acquisition of Masonite, Masonite International Corporation has been removed from the peer group index for all years presented.
Added
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.
Added
The total cumulative dollar returns shown on the graph represent the value that such investments would have had on December 31, 2025.
Added
For 2025, we removed Greif, Inc. and Louisiana-Pacific Corporation from our peer group. These companies are included in the 2024 peer group index.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

19 edited+18 added−24 removed2 unchanged
Biggest changeThe following table presents the impact and respective location of these income (expense) items on the Consolidated Statements of Earnings: Twelve Months Ended December 31, (In millions) Location 2024 2023 Restructuring costs Cost of sales $ (21) $ (102) Restructuring costs Marketing and administrative expenses (2) (2) Severance Other expense, net (63) (34) Other exit costs Other expense, net — (31) Acquisition-related integration costs Other expense, net (83) — Acquisition-related transaction costs Other expense, net (49) — Loss on sale of business Loss on sale of business (91) — Gain on sale of Santa Clara, California site Gain on sale of site — 189 Total restructuring, acquisition and divestiture-related (costs) gains $ (309) $ 20 27 Table of Contents
Biggest changeThe following table presents the impact and respective location of these income (expense) items on the Consolidated Statements of (Loss) Earnings From Continuing Operations: Twelve Months Ended December 31, (In millions) Location 2025 2024 Accelerated depreciation Cost of sales $ (37) $ (13) Other exit costs Cost of sales (6) (8) Other exit costs Marketing and administrative expenses (1) (2) Severance Other expense, net (20) (63) Other exit costs Other expense, net — — Accelerated amortization Other expense, net — — Total restructuring costs $ (64) $ (86) 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.
Discussions of 2022 items and year-to-year comparisons between 2023 and 2022 that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
Discussions of 2023 items and year-to-year comparisons between 2024 and 2023 that are not included in this Form 10-K can be found in “Management's Discussion and Analysis of Financial Condition and Results of Operations” in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
This section of this Annual Report on Form 10-K generally discusses 2024 and 2023 items and year-to-year comparisons between 2024 and 2023.
This section of this Annual Report on Form 10-K generally discusses 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
The sale will complete 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 2024, the Company incurred $46 million of costs related to this review.
The sale will complete 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.
The GR business, 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. In 2024, the GR business generated annual revenues of approximately $1.1 billion.
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.
GENERAL Owens Corning is a residential and commercial building products leader committed to building a sustainable future through material innovation. The Company has four reportable segments: Roofing, Insulation, Doors and Composites. Through these lines of business, the Company manufactures and sells products worldwide. We are a market leader in many of our major product categories.
GENERAL Owens Corning is a building products leader committed to building a sustainable future through material innovation. 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.
The difference between the 25% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily attributable to U.S. state and local income tax expense. See Note 21 for additional information.
The Company’s effective tax rate for 2024 was 26% on pre-tax income of $1,275 million. The difference between the 26% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily attributable to U.S. state and local income tax expense. See Note 21 for additional information.
See the Adjusted Earnings Before Interest and Taxes paragraph of the MD&A for further information regarding Adjusted EBIT, including the reconciliation to net earnings attributable to Owens Corning.
See the Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization From Continuing Operations section of the MD&A for further information regarding Adjusted EBITDA from continuing operations, including the reconciliation to Net (loss) earnings from continuing operations attributable to Owens Corning.
The difference between the 30% 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, valuation allowances and uncertain tax positions. The Company’s effective tax rate for 2023 was 25% on pre-tax income of $1,591 million.
The Company’s effective tax rate for 2025 was 282% on pre-tax income of $104 million. The difference between the 282% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily due to non-deductible goodwill impairment, U.S. state and local income tax expense, and foreign tax effects.
Within our Corporate, Other and Eliminations category, General corporate expenses and other increased by $26 million. Glass Reinforcements Divestiture On February 13, 2025, the Company entered into a definitive agreement for the sale of our global glass reinforcements (“GR”) business for a purchase price of approximately $436 million, less costs to sell.
Glass Reinforcements Divestiture On February 13, 2025, the Company entered into the GR agreement for the sale of our global GR business for a purchase price of approximately $436 million, less costs to sell. As of December 31, 2025, the estimated purchase price was $474 million, net of cash, and less costs to sell.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) RESULTS OF OPERATIONS Consolidated Results Twelve Months Ended December 31, (In millions) 2024 2023 Net sales $ 10,975 $ 9,677 Gross margin $ 3,254 $ 2,683 % of net sales 30 % 28 % Marketing and administrative expenses $ 1,044 $ 831 Loss on sale of business $ 91 $ — Impairment due to strategic review $ 483 $ — Gain on sale of site $ — $ (189) Other expense, net $ 365 $ 106 Non-operating (income) expense, net $ (1) $ 145 Earnings before interest and taxes $ 1,128 $ 1,667 Interest expense, net $ 212 $ 76 Income tax expense $ 275 $ 401 Net earnings attributable to Owens Corning $ 647 $ 1,196 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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) RESULTS OF OPERATIONS Consolidated Results Twelve Months Ended December 31, (In millions) 2025 2024 Net sales $ 10,103 $ 9,851 Gross margin $ 2,838 $ 3,041 % of net sales 28 % 31 % Marketing and administrative expenses $ 1,014 $ 959 Goodwill impairment charge $ 1,135 $ — Other expense, net $ 110 $ 378 Earnings from continuing operations before interest and taxes $ 360 $ 1,483 Interest expense, net $ 256 $ 208 Income tax expense $ 293 $ 334 Net (loss) earnings from continuing operations attributable to Owens Corning $ (188) $ 947 Net (loss) earnings from discontinued operations attributable to Owens Corning, net of tax $ (334) $ (300) Net (loss) earnings attributable to Owens Corning $ (522) $ 647 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.
EXECUTIVE OVERVIEW Net earnings attributable to Owens Corning were $647 million in 2024, compared to $1,196 million in 2023. The Company generated $2,038 million in adjusted earnings before interest and taxes (“Adjusted EBIT”) in 2024 compared to $1,805 million in 2023.
EXECUTIVE OVERVIEW Net (loss) earnings from continuing operations attributable to Owens Corning were a loss of $188 million in 2025, compared to earnings of $947 million in 2024. The Company generated $2,268 million in adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) from continuing operations in 2025, compared to $2,468 million in 2024.
Restructuring, Acquisition and Divestiture-Related Costs The Company has incurred restructuring, transaction and integration costs related to acquisitions and divestitures, along with restructuring and other exit costs in connection with our global cost reduction, product line and productivity initiatives and growth strategy. These costs are recorded within Corporate, Other and Eliminations.
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 13 of the Consolidated Financial Statements for further information on the nature of these costs.
NET SALES Net sales increased $1,298 million in 2024 compared to 2023. The increase in net sales was primarily driven by the revenues from our Doors segment as a result of the Masonite acquisition, which was partially offset by lower sales volumes. GROSS MARGIN Gross margin increased $571 million in 2024 compared to 2023.
NET SALES Net sales increased $252 million in 2025 compared to 2024. The increase was primarily driven by the a full year of revenues from our Doors segment and higher selling prices for our Roofing and Insulation segments, which were partially offset by lower sales volumes across all three segments.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) OTHER EXPENSE, NET Other expense, net increased $259 million in 2024 compared to 2023. The increase was primarily driven by higher acquisition and strategic review-related costs.
The decrease was primarily driven by lower acquisition-related, strategic review-related and restructuring costs and higher gains on sale of certain precious metals. INTEREST EXPENSE, NET Interest expense, net increased $48 million in 2025 compared to 2024.
The increase was primarily driven by the margins from our Doors segment as a result of the Masonite acquisition. Also contributing to the increase were higher selling prices, slightly offset by lower sales volumes. MARKETING AND ADMINISTRATIVE EXPENSES Marketing and administrative expenses increased $213 million in 2024 compared to 2023.
GROSS MARGIN Gross margin decreased $203 million in 2025 compared to 2024. The decrease was primarily driven by lower sales volumes across all three segments, which were partially offset by a full year of margins from our Doors segment and higher selling prices for our Roofing and Insulation segments.
The increase was primarily driven by the addition of the Doors segment selling, general and administrative expenses and ongoing inflationary pressures throughout the organization. LOSS ON SALE OF BUSINESS In 2024, the Company entered into a related party agreement to sell its building materials business in China and Korea.
MARKETING AND ADMINISTRATIVE EXPENSES Marketing and administrative expenses increased $55 million in 2025 compared to 2024. The increase was primarily driven by a full-year impact of the Doors segment's selling, general, and administrative expenses, and ongoing inflationary pressures throughout the organization, partially offset by cost savings actions.
The increase was driven by higher interest on the 364-Day Credit Facility and higher long-term debt balances in connection with the Masonite acquisition. INCOME TAX EXPENSE Income tax expense for 2024 was $275 million compared to $401 million in 2023. The Company’s effective tax rate for 2024 was 30% on pre-tax income of $916 million.
The increase was driven by interest on the higher long-term debt balances and lower interest income due to lower cash balances. 26 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) INCOME TAX EXPENSE Income tax expense for 2025 was $293 million compared to $334 million in 2024.
The transaction represents 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 ending March 31, 2025, the GR business’ financial results will be reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.
Effective January 1, 2025, the GR business’ financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.
Removed
Segment earnings before interest and taxes (“EBIT”) performance compared to 2023 increased $124 million in our Roofing segment, increased $63 million in our Insulation segment and decreased $27 million in our Composites segment. The Doors segment contributed revenues of $1,448 million and EBIT of $99 million to the Company for the period from May 15, 2024 to December 31, 2024.
Added
Segment earnings before interest, taxes, depreciation and amortization (“EBITDA”) performance compared to 2024 decreased $121 million in our Roofing segment, decreased $97 million in our Insulation segment and remained flat in our Doors segment. Within our Corporate, Other and Eliminations category, General corporate expenses and other decreased by $18 million.
Removed
The transaction is expected to close in 2025 and is subject to customary regulatory approvals and other conditions. The Company expects to incur a material loss on disposal which cannot be estimated at this time.
Added
Goodwill Impairment In 2025, as a result of interim goodwill impairment testing, we recorded $1,135 million in pre-tax non-cash impairment charges, equal to the excess of the Doors reporting unit's carrying value over its fair value.
Removed
The Company intends to reorganize its operations and reporting structure and begin to manage its operations under three reporting segments. During the fourth quarter of 2024, the Company determined that certain asset groups should be tested for recoverability, primarily as a result of the progression of the strategic review of the GR business.
Added
The remaining balance of goodwill for the Doors reporting unit of $380 million as of December 31, 2025 continues to be at risk for future impairment. 2025 Share Repurchase Program On May 13, 2025, the Board of Directors approved the 2025 Repurchase Authorization.
Removed
The comparison indicated that the GR asset group was not recoverable.
Added
The 2025 Repurchase Authorization enables the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company’s discretion. This authorization is in addition to the previously announced share repurchase program.
Removed
As a result of the analysis performed, the Company recorded pre-tax asset impairment charges for the amount by which the carrying value exceeds its fair value of $483 million for the year ended December 31, 2024, which is included in Impairment due to strategic review on the Consolidated Statements of Earnings.
Added
The change since signing is due to the changes in customary and transaction-specific price adjustments which are subject to further changes through the date of the final closing adjustments.
Removed
These charges include $439 million related to property, plant and equipment, $30 million related to operating lease right-of-use assets and $14 million related to definite-lived intangible assets. 24 Table of Contents ITEM 7.
Added
The transaction is expected to close in the first few months of 2026 and is subject to customary regulatory approvals and other conditions. 24 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) The transaction represents a strategic shift that has a major effect on the Company's operations and financial results.
Removed
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Assets Held for Sale 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, meeting the assets held for sale criteria.
Added
During the twelve months ended December 31, 2025, net loss from discontinued operations attributable to Owens Corning was $334 million on the Consolidated Statement of Earnings, primarily related to the loss recognized upon the classification of the GR business into discontinued operations.
Removed
The transaction includes six insulation manufacturing facilities in China and a roofing manufacturing facility in Korea. The building materials business, within the Insulation segment, represents annual revenues of approximately $130 million. The Company reclassified $2 million as held for sale within Other current liabilities on the Consolidated Balance Sheets.
Added
The loss on discontinued operations was determined by comparing the carrying value of the discontinued operation to the fair value of the business, as derived from the signed GR Agreement, less estimated costs to sell.
Removed
The Company recorded the assets at the fair value less cost to sell, which was less than the carrying value and resulted in an impairment of $91 million related primarily to Property, Plant and Equipment and Goodwill. The transaction is expected to close mid-2025, and any additional loss on disposal is expected to be immaterial.
Added
As a result of classifying the GR business as a discontinued operation, a portion of the Goodwill from our former Composites reporting unit was allocated to the Balance Sheets of the discontinued operation as of March 31, 2025 and December 31, 2024.
Removed
Masonite Acquisition On May 15, 2024, the Company acquired all of the outstanding shares of Masonite International Corporation (“Masonite”), a leading global designer, manufacturer, marketer and distributor of interior and exterior doors and door systems, for $3.2 billion primarily funded with debt proceeds and cash on hand.
Added
As of the date of classification of the GR business as a discontinued operation, the Company determined the amount of Goodwill to allocate based on the relative fair values of the discontinued operation and the former Composites reporting unit. This resulted in an allocation of $98 million of Goodwill to the discontinued operation.
Removed
The acquisition of Masonite's market-leading doors business creates a new growth platform for the Company, strengthening the Company's position in building and construction and expanding the Company's offering of branded residential building products.
Added
After allocating Goodwill to the discontinued operation, the Company compared the carrying value of the discontinued operation to the fair value of the discontinued operation, defined as the sale price less estimated selling costs. During the twelve months ended December 31, 2025, the Company incurred a pre-tax loss on classification as discontinued operations of $451 million.
Removed
Masonite's operating results and preliminary purchase price allocation have been included in the Company's newly established Doors reportable segment from May 15, 2024, within the Consolidated Financial Statements.
Added
Changes in Reportable Segments Effective January 1, 2025, due to a strategic shift in how we manage our business as a result of the GR Agreement and the classification of the GR business as a discontinued operation, we changed the composition of our reportable segments. As a result, all prior period information was recast to reflect this change.
Removed
The Company issued $2.0 billion of senior notes, the proceeds of which were used to repay a portion of the outstanding borrowings under the 364-Day Credit Facility, which was used to fund a portion of the acquisition, and to pay related fees and expenses.
Added
The Company now has three reportable segments: Roofing, Insulation and Doors. 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.
Removed
Refer to Liquidity, Capital Resources and Other Related Matters for further discussions on the current year debt instruments.
Added
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.
Removed
Paroc Recall 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.
Added
To the extent additional tariffs or other trade restrictions are enacted and the Company is unable to offset the tariffs or the tariffs negatively impact demand, the Company’s revenue and profitability could be adversely impacted. 25 Table of Contents ITEM 7.
Removed
Paroc voluntarily withdrew these specific products from the market, issued recalls and suspended distribution and sales of these products (the “Recalled Products”). Paroc continues to cooperate with the applicable regulatory and government authorities and work with its customers and end-users to assist with remediation for the recall.
Added
GOODWILL IMPAIRMENT CHARGE In 2025, as a result of goodwill impairment testing, we recorded $1,135 million in pre-tax non-cash impairment charges, equal to the excess of the Doors reporting unit's carrying value over its fair value. OTHER EXPENSE, NET Other expense, net decreased $268 million in 2025 compared to 2024.
Removed
The Company has included an estimated liability for expected future costs related to the Recalled Products on its Consolidated Balance Sheets as of December 31, 2024 and December 31, 2023. Due to these nonconformances, the Company reviewed the Paroc insulation product portfolio. The review has concluded.
Added
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.
Removed
In addition to addressing the Recalled Products, the Company continues to assess potential nonconformances related to certain ventilation duct and steel beam insulation products. Paroc suspended sales of these affected insulation products as a precautionary measure while it reviews the potential nonconformances, but has not issued recalls. We expect to incur costs associated with the resolution of this matter.
Added
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. 27 Table of Contents
Removed
The amount or range of any potential loss cannot be reasonably estimated at this time. 25 Table of Contents ITEM 7.
Removed
As a result of classifying the business as held for sale at December 31, 2024, we recorded a loss of $91 million included in Loss on sale of business on the Consolidated Statements of Earnings.
Removed
IMPAIRMENT DUE TO STRATEGIC REVIEW As a result of the ongoing strategic review of the glass reinforcements business, in 2024 the Company recorded a $483 million impairment charge included in Impairment due to strategic review on the Consolidated Statements of Earnings, and was included in the Corporate, Other and Eliminations reporting category.
Removed
GAIN ON SALE OF SITE In 2023, the Company finalized the sale of the Company's Insulation site in Santa Clara, California resulting in the recognition of a pre-tax gain of $189 million. 26 Table of Contents ITEM 7.
Removed
NON-OPERATING (INCOME) EXPENSE, NET Non-operating (income) expense, net was income of $1 million in 2024 compared to $145 million of expense in 2023. The decrease is due to the pension settlement loss in the fourth quarter of 2023. INTEREST EXPENSE, NET Interest expense, net increased $136 million in 2024 compared to 2023.
Removed
Please refer to Note 13 of the Consolidated Financial Statements for further information on the nature of these costs.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

75 edited+52 added−58 removed38 unchanged
Biggest changeAdjusting (expense) income items to EBIT are shown in the table below: Twelve Months Ended December 31, (In millions) 2024 2023 Restructuring costs $ (86) $ (169) Acquisition-related integration costs (83) — Gains on sale of certain precious metals 19 2 Loss on sale of business (91) — Strategic review-related charges (46) — Recognition of acquisition inventory fair value step-up (18) — Pension settlement losses — (145) Impairment due to strategic review (483) — Acquisition-related transaction costs (49) — Gain on sale of Santa Clara, California site — 189 Paroc marine recall (58) (15) Impairment of venture investments $ (15) $ — Total adjusting items $ (910) $ (138) The reconciliation from Net earnings attributable to Owens Corning to EBIT and Adjusted EBIT is shown in the table below: Twelve Months Ended December 31, (In millions) 2024 2023 NET EARNINGS ATTRIBUTABLE TO OWENS CORNING $ 647 $ 1,196 Net loss attributable to non-redeemable and redeemable noncontrolling interests — (3) NET EARNINGS 647 1,193 Equity in net earnings of affiliates 6 3 Income tax expense 275 401 EARNINGS BEFORE TAXES 916 1,591 Interest expense, net 212 76 EARNINGS BEFORE INTEREST AND TAXES 1,128 1,667 Less: Adjusting items from above (910) (138) ADJUSTED EBIT $ 2,038 $ 1,805 Segment Results EBIT by segment consists of net sales less related costs and expenses and is presented on a basis that is used internally for evaluating segment performance.
Biggest changeMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Adjusting income (expense) items to EBITDA are shown in the table below: Twelve Months Ended December 31, (In millions) 2025 2024 Restructuring excluding depreciation and amortization $ (27) $ (73) Acquisition-related integration costs excluding amortization (26) (73) Gains on sale of certain precious metals 45 19 Impairment of venture investment — (15) Strategic review-related charges — (46) Acquisition-related transaction costs — (49) Recognition of acquisition inventory fair value step-up — (18) Paroc marine recall (2) (58) Loss on sale of business (30) (91) Goodwill impairment charge (1,135) — Intangible assets impairment charge (39) — Total Adjusting Items $ (1,214) $ (404) The reconciliation from Net (loss) earnings from continuing operations attributable to Owens Corning to EBITDA and Adjusted EBITDA is shown in the table below: Twelve Months Ended December 31, (In millions) 2025 2024 NET (LOSS) EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO OWENS CORNING $ (188) $ 947 Net loss attributable to non-redeemable and redeemable noncontrolling interests — — NET (LOSS) EARNINGS FROM CONTINUING OPERATIONS (188) 947 Equity in net earnings of affiliates 1 6 Income tax expense 293 334 EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES 104 1,275 Interest expense, net 256 208 EARNINGS FROM CONTINUING OPERATIONS BEFORE INTEREST AND TAXES 360 1,483 Less: Adjusting items from above (1,214) (404) Depreciation and amortization 694 581 ADJUSTED EBITDA FROM CONTINUING OPERATIONS $ 2,268 $ 2,468 Segment Results Effective January 1, 2025, we changed our segment measure of profitability for our reportable segments from Earnings before interest and taxes ("EBIT") to EBITDA, as the measure used for purposes of making decisions about allocating resources to the segments and assessing performance.
The assumed cash flows from this calculation are discounted at a rate based on a market-participant discount rate. Our annual test of indefinite-lived intangibles was conducted as of October 1, 2024. The fair value of each of our indefinite-lived intangible assets exceeded the carrying value as of the date of our assessment.
The assumed cash flows from this calculation are discounted at a rate based on a market-participant discount rate. Our annual test of indefinite-lived intangibles was conducted as of October 1, 2025. The fair value of each of our indefinite-lived intangible assets exceeded the carrying value as of the date of our assessment.
These risks, uncertainties and other factors include, without limitation: • levels of residential and commercial or industrial 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; • changes to tariff, trade or investment policies or laws; • 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; • our ability to complete the announced divestiture of our GR business on the expected terms and within the anticipated time period, or at all, which is dependent on the parties' ability to satisfy certain closing conditions; • 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; • price volatility in certain wind energy markets in the U.S.; • loss of key employees and labor disputes or shortages; and • defined benefit plan funding obligations.
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; • our ability to complete the announced divestiture of our GR business on the expected terms and within the anticipated time period, or at all, which is dependent on the parties' ability to satisfy certain closing conditions; • 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.
Significant assumptions used in the discounted cash flow approach are the revenue growth rates and EBIT margins used in estimating discrete period cash flow forecasts of the reporting unit, the discount rate, the reporting unit tax rate and the long-term revenue growth rate and EBIT margin used in estimating the terminal business value.
Significant assumptions used in the discounted cash flow approach are the revenue growth rates and EBITDA margins used in estimating discrete period cash flow forecasts of the reporting unit, the discount rate, the reporting unit tax rate and the long-term revenue growth rate and EBITDA margin used in estimating the terminal business value.
As of December 31, 2024, we had a total of $463 million of minimum finance lease payments. Further discussion of the future maturities of these lease liabilities can be found in Note 10 of the Consolidated Financial Statements. Operating Lease Obligations Our operating lease obligations primarily consist of real estate and material handling equipment.
As of December 31, 2025, we had a total of $430 million of minimum finance lease payments. Further discussion of the future maturities of these lease liabilities can be found in Note 10 of the Consolidated Financial Statements. Operating Lease Obligations Our operating lease obligations primarily consist of real estate and material handling equipment.
Capital Expenditures Our capital expenditures are primarily related to the maintenance and rebuild of our long-term assets, as well as investing in projects that support growth and innovation to further our enterprise strategy. Our capital expenditures were $647 million in 2024. We expect to have capital expenditures of approximately $800 million in 2025.
Capital Expenditures Our capital expenditures are primarily related to the maintenance and rebuild of our long-term assets, as well as investing in projects that support growth and innovation to further our enterprise strategy. Our capital expenditures were $824 million in 2025. We expect to have capital expenditures of approximately $800 million in 2026.
Other Strategic Uses of Cash We will evaluate and consider payments of any dividends authorized by our Board of Directors, strategic acquisitions, joint ventures, debt repurchases or repayments and other transactions to create stockholder value and enhance financial performance. Such transactions may require cash expenditures beyond current sources of liquidity or generated proceeds.
Other Strategic Uses of Cash We will evaluate and consider payments of any dividends authorized by our Board of Directors, strategic acquisitions, joint ventures, debt repurchases or repayments and other transactions to create stockholder value and enhance financial performance. Such transactions may require cash expenditures beyond current sources of liquidity or generated proceeds. 33 Table of Contents ITEM 7.
Demand in commercial and industrial insulation markets is most closely correlated to industrial production growth and overall economic activity in the global markets we serve. Demand for residential insulation is most closely correlated to U.S. housing starts.
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.
Our estimated cost of our standard warranty obligations is calculated using a 10-year historical average of claims paid for each major product category, the estimated future cost to manufacture the replacement shingles, and the estimated future cost for contractor labor, subject to the applicable warranty coverage, for a 20-year period from the date of installation. 39 Table of Contents ITEM 7.
Our estimated cost of our standard warranty obligations is calculated using a 10-year historical average of claims paid for each major product category, the estimated future cost to manufacture the replacement shingles, and the estimated future cost for contractor labor, subject to the applicable warranty coverage, for a 20-year period from the date of installation.
Cash and cash equivalents held by foreign subsidiaries may be subject to foreign withholding taxes upon repatriation to the U.S. As of December 31, 2024 and December 31, 2023, the Company had $95 million and $114 million, respectively, in cash and cash equivalents in certain of its foreign subsidiaries.
Cash and cash equivalents held by foreign subsidiaries may be subject to foreign withholding taxes upon repatriation to the U.S. As of December 31, 2025 and December 31, 2024, the Company had $97 million and $95 million, respectively, in cash and cash equivalents in certain of its foreign subsidiaries.
As of December 31, 2024, we had a total of $580 million of minimum operating lease payments. Further discussion of the future maturities of these lease liabilities can be found in Note 10 of the Consolidated Financial Statements.
As of December 31, 2025, we had a total of $663 million of minimum operating lease payments. Further discussion of the future maturities of these lease liabilities can be found in Note 10 of the Consolidated Financial Statements.
During the fourth quarter of 2024, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was approximately 1.379 million starts, which is down from 1.454 million starts in the fourth quarter of 2023.
During the fourth quarter of 2025, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was approximately 1.330 million starts, which is down from 1.379 million starts in the fourth quarter of 2024.
As part of our goodwill quantitative testing process, the Company evaluates whether there are reasonably likely changes to management’s estimates that would have a material impact on the results of the goodwill impairment testing. 37 Table of Contents ITEM 7.
As part of our goodwill quantitative testing process, the Company evaluates whether there are reasonably likely changes to management’s estimates that would have a material impact on the results of the goodwill impairment testing.
Purchase Obligations Purchase obligations are commitments to suppliers to purchase goods or services, and include take-or-pay arrangements, capital expenditures, and contractual commitments to purchase equipment. As of December 31, 2024, the total of these obligations was $411 million, inclusive of $287 million payable in the next 12 months.
Purchase Obligations Purchase obligations are commitments to suppliers to purchase goods or services, and include take-or-pay arrangements, capital expenditures, and contractual commitments to purchase equipment. As of December 31, 2025, the total of these obligations was $482 million, inclusive of $326 million payable in the next 12 months.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) The following discussion of material cash requirements evaluates known contractual and other obligations, but does not include amounts that are contingent on events or other factors that are uncertain or unknown at this time including legal contingencies and uncertain tax positions among others.
The following discussion of material cash requirements evaluates known contractual and other obligations, but does not include amounts that are contingent on events or other factors that are uncertain or unknown at this time including legal contingencies and uncertain tax positions among others.
The Company did not include ordinary course of business purchase orders in this amount as the majority of such purchase orders may be canceled and are reflected in historical operating cash flow trends. The Company does not believe such purchase orders will adversely affect our liquidity position. Pension Contributions The Company has several defined benefit pension plans.
The Company did not include ordinary course of business purchase orders in this amount as the majority of such purchase orders may be canceled and are reflected in historical operating cash flow trends. The Company does not believe such purchase orders will adversely affect our liquidity position.
We have no material off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or other resources. Cash Flows Cash and cash equivalents were $361 million as of December 31, 2024, compared to $1.6 billion as of December 31, 2023.
We have no material off-balance sheet arrangements that have or are reasonably likely to have a material current or future effect on our financial condition, results of operations, liquidity, capital expenditures or other resources. Cash Flows Cash and cash equivalents were $407 million as of December 31, 2025, compared to $369 million as of December 31, 2024.
We expect that our cash on hand, coupled with future cash flows from operations and other available sources of liquidity, including our Senior Revolving Credit Facility and our Receivables Securitization Facility, will provide ample liquidity to enable us to meet our cash requirements for at least the next 12 months and foreseeable future thereafter. 33 Table of Contents ITEM 7.
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.
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.
Subsequently, on March 31, 2025, the Company terminated the Receivables Securitization Facility. 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.
After evaluating and weighing all relevant events and circumstances, we concluded it is more likely than not that the fair value of the Roofing and Insulation reporting units exceeds their respective carrying value amounts while the Doors reporting unit business enterprise value approximates its carrying value given the acquisition that occurred in May 2024.
After evaluating and weighing all relevant events and circumstances, we concluded it is more likely than not that the fair value of the Roofing and Insulation reporting units exceeds their respective carrying value amounts while the Doors reporting unit business enterprise value approximates its carrying value given the impairment taken in the third quarter of 2025 and the timing of the annual test.
The Company has a $1.0 billion Senior Revolving Credit Facility that has been amended from time to time. The Senior Revolving Credit Facility was most recently amended in March 2024 to increase the borrowing limit from $800 million to $1.0 billion and extend the maturity date to March 2029. No other significant terms impacting liquidity were amended.
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.
However, segment EBIT is the principal measure used by the chief operating decision maker ("CODM") to assess segment performance and make decisions on the allocation of resources.
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. 28 Table of Contents ITEM 7.
The Repurchase Authorization enables the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company’s discretion.
Share Repurchases On May 13, 2025, the Board of Directors approved the 2025 Repurchase Authorization. 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.
If all other assumptions remain constant, a 2% decrease in the base year revenue would decrease the fair value by approximately 1%, a 1% decrease in the revenue growth rates would decrease the fair value by approximately 1%, a 50 basis point decrease in forecasted annual EBIT margins would decrease the fair value by approximately 2%, a 50 basis point decrease in the selected long-term growth rate of 2% would decrease the fair value by approximately 2%, and a 50 basis point increase in the selected discount rate of 11.5% would decrease the fair value by approximately 3%.
If all other assumptions remain constant, a 1% decrease in the base year revenue would decrease the fair value by approximately 1%, a 1% decrease in the revenue growth rates would decrease the fair value by approximately 4%, a 1% decrease in the long-term growth rate would decrease the fair value by approximately 3%, a 0.5% decrease in forecasted adjusted EBITDA margins would decrease the fair value by approximately 4%, a 0.5% increase in the selected discount rate of 11.5% would decrease the fair value by approximately 3%, and a decrease of 1 in the selected market multiples under the market approach would decrease the fair value by approximately 5%.
Doors The table below provides a summary of net sales, EBIT, depreciation and amortization expense and EBITDA for the Doors segment: Twelve Months Ended December 31, (In millions) 2024 2023 Net sales $ 1,448 $ — % change from prior year — % N/A EBIT $ 99 $ — EBIT as a % of net sales 7 % N/A Depreciation and amortization expense $ 133 $ — EBITDA $ 232 $ — EBITDA as a % of net sales 16 % N/A NET SALES In our new Doors segment, 2024 net sales were $1,448 million due to the acquisition of Masonite, which was completed on May 15, 2024.
Doors The table below provides a summary of net sales and EBITDA for the Doors segment: Twelve Months Ended December 31, (In millions) 2025 2024 Net sales $ 2,125 $ 1,448 % change from prior year 47 % N/A EBITDA $ 232 $ 232 EBITDA as a % of net sales 11 % 16 % NET SALES In our Doors segment, 2025 net sales increased $677 million compared to 2024, primarily due to the acquisition of Masonite, which was completed on May 15, 2024.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Additionally, the Company sells contractors extended warranties that extend coverage beyond our standard product warranty. The extended warranties revenue is deferred and recognized over the related coverage period, ranging from 16 to 20 years.
Additionally, the Company sells contractors extended warranties that extend coverage beyond our standard product warranty. The extended warranties revenue is deferred and recognized over the related coverage period, ranging from 16 to 20 years. 39 Table of Contents ITEM 7.
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 EBIT for our reportable segments and are included within Corporate, Other and Eliminations. 31 Table of Contents ITEM 7.
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.
In addition, we record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized. We estimate future taxable income and the effect of tax planning strategies in our consideration of whether deferred tax assets will more likely than not be realized.
We estimate future taxable income and the effect of tax planning strategies in our consideration of whether deferred tax assets will more likely than not be realized.
The Company repurchased 2.6 million shares of the Company’s common stock for $433 million, inclusive of applicable taxes, under previously announced repurchase authorizations. As of December 31, 2024, 6.4 million shares remained available for repurchase under the repurchase authorizations.
In 2025, the Company repurchased 5.9 million shares of the Company’s common stock for $777 million, inclusive of applicable taxes, under previously announced Repurchase Authorizations. As of December 31, 2025, 12.5 million shares remained available for repurchase under the Repurchase Authorizations.
OUTLOOK The outlook for Insulation demand is driven by North American new residential construction, remodeling and repair activity, as well as commercial and industrial construction activity in the United States, Canada, Europe, Asia-Pacific and Latin America.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) 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.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Annual 2024 Indefinite-lived Intangible Asset Impairment Assessment Fair values used in testing for potential impairment of our trademarks and trade names are calculated by applying an estimated market value royalty rate to the forecasted revenues of the businesses that utilize those assets.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Fair value used in testing for potential impairment of our tradename was calculated using the relief-from-royalty method by applying an estimated market value royalty rate to the forecasted revenues of the businesses that utilize that asset.
Accordingly, these items are not reflected in EBIT for our reportable segments and are included in the Corporate, Other and Eliminations category, which is presented following the discussion of our reportable segments. 28 Table of Contents ITEM 7.
Accordingly, these items are not reflected in EBITDA for our reportable segments and are included within Corporate, Other and Eliminations. 30 Table of Contents ITEM 7.
See Note 7 of the Consolidated Financial Statements for further information on the fair values of assets acquired and liabilities assumed in recent business combinations, as well as the measurement period adjustments to the purchase price allocation. 36 Table of Contents ITEM 7.
See Note 8 of the Consolidated Financial Statements for further information on the fair values of assets acquired and liabilities assumed in recent business combinations, as well as the measurement period adjustments to the purchase price allocation. On May 15, 2024, the Company completed the acquisition of Masonite for a total purchase price of $3.2 billion.
Accordingly, users of this Annual Report on Form 10-K are cautioned not to place undue reliance on the forward-looking statements. 41 Table of Contents
Accordingly, users of this Annual Report on Form 10-K are cautioned not to place undue reliance on the forward-looking statements. RECENT ACCOUNTING PRONOUNCEMENTS Please refer to Note 1 of the Consolidated Financial Statements. ENVIRONMENTAL MATTERS Please refer to Note 17 of the Consolidated Financial Statements. 40 Table of Contents
Tax Estimates The determination of our tax provision is complex due to operations in several tax jurisdictions outside the United States. We apply a more-likely-than-not recognition threshold for all tax uncertainties. Such uncertainties include any claims by the Internal Revenue Service for income taxes, interest, and penalties attributable to audits of open tax years.
We apply a more-likely-than-not recognition threshold for all tax uncertainties. Such uncertainties include any claims by the Internal Revenue Service for income taxes, interest, and penalties attributable to audits of open tax years. In addition, we record a valuation allowance to reduce our deferred tax assets to the amount that we believe is more likely than not to be realized.
The interim testing indicated that the business enterprise value of the Composites reporting unit exceeded its carrying value by less than 10%. Annual Goodwill Testing Our annual test of goodwill for impairment was conducted as of October 1, 2024. The Company elected to perform the qualitative approach on all of its reporting units.
Annual Goodwill Testing Our annual test of goodwill for impairment was conducted as of October 1, 2025. The Company elected to perform the qualitative approach on all of its reporting units.
Product Warranty The Company records a liability for warranty obligations at the date the related products are sold. Most significant are the standard warranties on our roofing products. The standard warranties generally provide full coverage of labor and materials for a period of 5-10 years from the original installation date and prorated materials for the remaining life of the roof.
The standard warranties generally provide full coverage of labor and materials for a period of 5-10 years from the original installation date and prorated materials for the remaining life of the roof.
The Company has four reporting units: Roofing, Insulation, Doors and Composites. 2024 Goodwill Impairment Assessments Goodwill is an intangible asset that is not subject to amortization; however, annual tests are required to be performed to determine whether impairment exists.
Our reporting units represent a business for which discrete financial information is available and segment management regularly reviews the operating results. The Company has three reporting units: Roofing, Insulation and Doors. 2025 Goodwill Impairment Assessments Goodwill is an intangible asset that is not subject to amortization; however, annual tests are required to be performed to determine whether impairment exists.
LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS Liquidity The Company's primary sources of liquidity are its balance of Cash and cash equivalents of $361 million as of December 31, 2024, its senior revolving credit facility (the “Senior Revolving Credit Facility”) and Receivables Securitization Facility.
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 $345 million as of December 31, 2025, its commercial paper program ("CP Program") and Senior Revolving Credit Facility (as defined below).
The anticipated increase in capital expenditures in 2025 is primarily driven by growth, manufacturing productivity and sustainability projects. We expect that capital expenditures will be funded through cash flows from operations. See Note 2 and Note 6 of the Consolidated Financial Statements for additional information on Property, plant and equipment.
We expect that capital expenditures will primarily be funded through cash flows from operations. See Note 3 and Note 7 of the Consolidated Financial Statements for additional information on Property, plant and equipment. 32 Table of Contents ITEM 7.
Following the settlement of the Tender Offer, approximately $29 million of the Masonite 2028 notes that were not tendered remain outstanding, which has been recorded on the Consolidated Balance Sheets. Interest on the Masonite 2028 notes is payable semiannually in arrears on February 1 and August 1 each year.
On May 13, 2024, 94.25% of the outstanding Masonite 2028 notes were validly tendered. Following the settlement of the Tender Offer, approximately $29 million of the Masonite 2028 notes that were not tendered remain outstanding, which has been recorded on the Consolidated Balance Sheets.
Derivatives Please refer to Note 4 of the Consolidated Financial Statements. Fair Value Measurement Please refer to Notes 1, 4, 14, 15 and 16 of the Consolidated Financial Statements.
Derivatives Please refer to Note 5 of the Consolidated Financial Statements. 34 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Fair Value Measurement Please refer to Notes 1, 5, 14, 15 and 16 of the Consolidated Financial Statements.
As a result of this test, we determined that no impairment existed for the reporting unit. Testing indicated that the business enterprise value for the Composites reporting unit exceeded its carrying value by less than 5%.
As a result of this test, we determined that no impairment existed for any of the reporting units and that the business enterprise value for the Roofing, Composites and Insulation reporting units substantially exceeded their carrying values.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) The following table summarizes these items and depreciation and amortization expense included within Corporate, Other and Eliminations: Twelve Months Ended December 31, (In millions) 2024 2023 Restructuring costs $ (86) $ (169) Gain on sale of Santa Clara, California site — 189 Pension settlement losses — (145) Acquisition-related integration costs (83) — Gains on sale of certain precious metals 19 2 Strategic review-related charges (46) — Acquisition-related transaction costs (49) — Loss on sale of business (91) — Recognition of acquisition inventory fair value step-up (18) — Paroc marine recall (58) (15) Impairment of venture investments (15) — Impairment due to strategic review (483) — General corporate expense and other (256) (230) Total Corporate, Other and Eliminations EBIT $ (1,166) $ (368) Depreciation and amortization $ 90 $ 163 EBIT The impact on EBIT from Corporate, Other and Eliminations in 2024 was $798 million higher compared to 2023.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) The table below provides a summary of EBITDA for the Corporate, Other and Eliminations category: Twelve Months Ended December 31, (In millions) 2025 2024 Restructuring excluding depreciation and amortization $ (27) $ (73) Acquisition-related integration costs excluding amortization (26) (73) Gains on sale of certain precious metals 45 19 Impairment of venture investment — (15) Strategic review-related charges — (46) Acquisition-related transaction costs — (49) Recognition of acquisition inventory fair value step-up — (18) Paroc marine recall (2) (58) Loss on sale of business (30) (91) Goodwill impairment charge (1,135) — Intangible assets impairment charge (39) — General corporate expense and other (223) (241) EBITDA $ (1,437) $ (645) EBITDA The impact on EBITDA from Corporate, Other and Eliminations in 2025 was $792 million higher compared to 2024.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) 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.
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.
If all other assumptions remain constant, a 50 basis point increase in the selected discount rate of 11.5% would decrease the fair value by approximately 5%, and a 50 basis point decrease in the selected long-term growth rate of 2.0% would decrease the fair value by approximately 4%.
If all other assumptions remain constant, a 1% decrease in the base year revenue would decrease the fair value by approximately 1%, a 1% decrease in the revenue growth rates would decrease the fair value by approximately 4%, a 0.5% decrease in forecasted adjusted EBITDA margins would decrease the fair value by approximately 4%, a 0.5% increase in the selected discount rate of 10.0% would decrease the fair value by approximately 4%, and a decrease of 1 in the selected market multiples under the market approach would decrease the fair value by approximately 5%.
Long-lived Asset Recoverability and Impairment Assessments The recoverable value for long-lived asset testing are calculated by estimating the undiscounted cash flows from the use and ultimate disposition of the asset. For impairment testing, long-lived assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities.
The fair value of the remaining assets substantially exceeded their carrying value as of the date of our assessment. Long-lived Asset Recoverability and Impairment Assessments The recoverable value for long-lived asset testing are calculated by estimating the undiscounted cash flows from the use and ultimate disposition of the asset.
Long-term Debt Obligations, including Current Portion of Long-term Debt As of December 31, 2024, the Company had $5.1 billion of total debt, which mostly consists of long-term debt relating to various outstanding senior notes. In addition, the Company's current portion of long-term debt of $38 million primarily relates to the current portion of finance leases.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Long-term Debt Obligations, including Current Portion of Long-term Debt As of December 31, 2025, the Company had $5.2 billion of total debt, which mostly consists of long-term debt relating to various outstanding senior notes.
These tests require comparing recorded values to estimated fair values for the assets under review. The Company has recorded its goodwill and conducted testing for potential goodwill impairment at a reporting unit level. Our reporting units represent a business for which discrete financial information is available and segment management regularly reviews the operating results.
These tests require comparing recorded values to estimated fair values for the assets under review. 35 Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) The Company has recorded its goodwill and conducted testing for potential goodwill impairment at a reporting unit level.
However, due to a period of slow economic growth, the global commercial and industrial construction markets are expected to remain soft temporarily. The Company continues to concentrate on managing costs, capital expenditures and working capital as we position ourselves to expand capacity within our existing manufacturing network.
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.
Insulation The table below provides a summary of net sales, EBIT, depreciation and amortization expense and EBITDA for the Insulation segment: Twelve Months Ended December 31, (In millions) 2024 2023 Net sales $ 3,692 $ 3,668 % change from prior year 1 % -1 % EBIT $ 682 $ 619 EBIT as a % of net sales 18 % 17 % Depreciation and amortization expense $ 210 $ 210 EBITDA $ 892 $ 829 EBITDA as a % of net sales 24 % 23 % 29 Table of Contents ITEM 7.
Insulation The table below provides a summary of net sales and EBITDA for the Insulation segment: Twelve Months Ended December 31, (In millions) 2025 2024 Net sales $ 3,700 $ 3,926 % change from prior year -6 % 1 % EBITDA $ 848 $ 945 EBITDA as a % of net sales 23 % 24 % NET SALES In our Insulation segment, 2025 net sales decreased $226 million compared to 2024.
Other uncertainties that may impact Roofing demand include demand from storms and other weather-related events, competitive pricing pressure and the cost and availability of raw materials, particularly asphalt. The Company will continue to focus on managing costs, capital expenditures and working capital to best service the market demand.
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.
In the fourth quarter of 2024, the Company repaid the 2024 senior notes of $400 million at maturity. Further discussion of the amount and timing of the future scheduled maturities of our senior notes can be found in Note 14 of the Consolidated Financial Statements.
Further discussion of the amount and timing of the future scheduled maturities of our senior notes can be found in Note 14 of the Consolidated Financial Statements. There were no outstanding borrowings on our Senior Revolving Credit Facility as of December 31, 2025.
The fair value of customer relationships was determined using the multi-period excess earnings method. Key assumptions under this method are the revenue growth rate, adjusted EBITDA margin (including the adjusted terminal EBITDA margin), customer attrition rate, discount rate, tax rate and contributory asset charges.
Key assumptions under this method are the revenue growth rate, adjusted EBITDA margin (including the adjusted terminal EBITDA margin), customer attrition rate, discount rate, tax rate and contributory asset charges. Tax Estimates The determination of our tax provision is complex due to operations in several tax jurisdictions outside the United States.
These covenants include a maximum allowed leverage ratio. We were in compliance with these covenants as of December 31, 2024. As a holding company, we have no operations of our own and most of our assets are held by our direct and indirect subsidiaries.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) As a holding company, we have no operations of our own and most of our assets are held by our direct and indirect subsidiaries.
However, changes in management intentions, market conditions, operating performance and other similar circumstances could affect the assumptions used in these impairment tests. Changes in the assumptions could result in additional impairment charges that could be material to our Consolidated Financial Statements in any given period.
Management tests asset groups for potential impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. However, changes in management intentions, market conditions, operating performance and other similar circumstances could affect the assumptions used in these impairment tests.
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.
Due to a weak macroeconomic outlook, the Company expects these markets to remain challenged. 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.
The most significant assumptions used in our analysis to determine the fair value of the Composites reporting unit are the revenue growth rates, EBIT margins, long-term growth rate, and the discount rate.
The most significant assumptions used in the fair value analysis were base year revenue, revenue growth rate, long-term growth rate, adjusted EBITDA margins, discount rate and market multiples under the market approach.
The increase was primarily driven by the Masonite acquisition and lower proceeds from sale of assets in 2024 due to the sale of the Santa Clara site in 2023. Financing activities: Net cash flow provided by financing activities increased by $1.2 billion for the twelve months ended December 31, 2024 compared to the same period in 2023.
Investing activities: Net cash flow used for investing activities decreased by $2,628 million for the twelve months ended December 31, 2025 compared to the same period in 2024. The decrease was primarily driven by the Masonite acquisition in the prior year.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) OUTLOOK The outlook for the Doors segment is driven by the residential new construction and residential repair and remodeling markets in North America and Europe.
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 fair value of the Roofing and Insulation reporting units substantially exceeded the carrying value as of the date of our assessment.
As a result of this test, we determined that no impairment existed for either reporting unit and that the business enterprise value for the Roofing and Insulation reporting units substantially exceeded their carrying values as of the date of our assessment.
The decrease was primarily driven by lower selling prices of $83 million, lower sales volumes of approximately 1%, unfavorable customer mix and $11 million of unfavorable impact of translating sales denominated in foreign currencies into United States dollars. EBIT EBIT in our Composites segment decreased $27 million in 2024 compared to 2023.
These items were partially offset by favorable selling prices of $27 million and a $23 million favorable impact of translating sales denominated in foreign currencies into United States dollars. EBITDA In our Insulation segment, EBITDA decreased $97 million in 2025 compared to 2024.
Recoverability of the long-lived assets was measured by comparing the carrying amount of the asset groups to the future net undiscounted cash flows expected to be generated by the asset groups. Specifically for the glass reinforcements asset group, the Company used an undiscounted cash flow model giving consideration to probability weighted cash flows of differing outcomes of the strategic review.
Recoverability of the long-lived assets was measured by comparing the carrying amount of the asset group to the future net undiscounted cash flows expected to be generated by the asset group. This comparison determined that the asset group was recoverable. None of the assumptions were deemed to be significant.
The increase was primarily driven by net proceeds from long-term debt related to the Masonite acquisition, as well as lower treasury stock repurchases. These were slightly offset by payments related to the tender offer to purchase Masonite senior notes due 2028 and the repayment at maturity of the Company's 2024 senior notes.
The increase was primarily driven by lower net proceeds from long-term debt and higher treasury stock repurchases in the current year, slightly offset by the issuance of CP Notes.
Operating activities: Net cash flow provided by operating activities increased by $173 million for the twelve months ended December 31, 2024 compared to the same period in 2023. The increase in cash provided by operating activities was primarily due to lower increases in accounts payable and higher decreases in inventory when compared to the same period in 2023.
For the twelve months ended December 31, 2025, cash paid for property, plant and equipment related to discontinued operations was $89 million. Financing activities: Net cash flow used for financing activities increased by $1,406 million for the twelve months ended December 31, 2025 compared to the same period in 2024.
During the fourth quarter of 2024, the Company determined that certain asset groups should be tested for recoverability, primarily as a result of the progression of the strategic review of the glass reinforcements business.
During the third quarter of 2025, the Company also determined that a certain asset group within our Doors reportable segment should be tested for recoverability, primarily as a result of the goodwill triggering event for our Doors reporting unit.
The Company continues to assert indefinite reinvestment in accordance with Accounting Standards Codification (“ASC”) 740 based on the laws as of enactment of the tax legislation commonly known as the U.S. Tax Cuts and Jobs Act of 2017.
The Company continues to assert indefinite reinvestment in accordance with Accounting Standards Codification (“ASC”) 740 based on the laws as of enactment of the tax legislation. Operating activities: Net cash flow provided by operating activities decreased by $106 million for the twelve months ended December 31, 2025 compared to the same period in 2024.
Composites The table below provides a summary of net sales, EBIT, depreciation and amortization expense and EBITDA for the Composites segment: Twelve Months Ended December 31, (In millions) 2024 2023 Net sales $ 2,118 $ 2,286 % change from prior year -7 % -14 % EBIT $ 215 $ 242 EBIT as a % of net sales 10 % 11 % Depreciation and amortization expense $ 182 $ 172 EBITDA $ 397 $ 414 EBITDA as a % of net sales 19 % 18 % NET SALES Net sales in our Composites segment decreased $168 million in 2024 compared to 2023.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Roofing The table below provides a summary of net sales and EBITDA for the Roofing segment: Twelve Months Ended December 31, (In millions) 2025 2024 Net sales $ 4,437 $ 4,630 % change from prior year -4 % — % EBITDA $ 1,411 $ 1,532 EBITDA as a % of net sales 32 % 33 % NET SALES In our Roofing segment, net sales decreased $193 million in 2025 compared to 2024.
The Company expects the new residential construction market in North America to be temporarily challenged as the market starts to return to a more normal seasonal pattern, while the North America commercial and industrial construction markets are expected to remain stable.
The Company expects the new residential construction market in North America to remain challenged in the near-term, driven by an overall weakness in housing starts due to mortgage rates. The global non-residential construction markets are expected to be relatively stable in the near-term.
Based on interest rates and scheduled maturities as of December 31, 2024, these interest obligations range from $199 million to $242 million annually over the next five years. Finance Lease Obligations Our finance lease obligations primarily consist of real estate, oxygen plants, computers and software and fleet vehicles.
Interest on Debt We are obligated to make periodic interest payments at fixed rates, depending on the terms of the applicable debt agreements. Based on interest rates and scheduled maturities as of December 31, 2025, these interest obligations range from $169 million to $241 million annually over the next five years.
The Company groups long-lived assets based on manufacturing facilities that produce similar products either globally or within a geographic region. Management tests asset groups for potential impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.
For impairment testing, long-lived assets are grouped at the lowest level for which identifiable cash flows are largely independent of the cash flows of other groups of assets and liabilities. The Company groups long-lived assets based on manufacturing facilities that produce similar products either globally or within a geographic region.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) NET SALES In our Insulation segment, 2024 net sales increased $24 million compared to 2023. The increase was driven primarily by higher selling prices of $81 million and favorable product mix, partially offset by lower sales volumes of approximately 2% and unfavorable customer mix.
This was partially offset by lower volumes of approximately 8% and lower selling prices of $3 million, partially offset by slightly favorable mix. EBITDA In our Doors segment, EBITDA remained flat in 2025 compared to 2024.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) On May 15, 2024, the Company completed the acquisition of Masonite for a total purchase price of $3.2 billion. As part of the acquisition the Company acquired $979 million of intangible assets related to customer relationships, which mainly consists of one customer relationship.
As part of the acquisition the Company acquired $979 million of intangible assets related to customer relationships, which mainly consists of one customer relationship. The fair value of customer relationships was determined using the multi-period excess earnings method.
EBIT In our Roofing segment, EBIT increased $124 million in 2024 compared to 2023 driven primarily by higher selling prices of $165 million, favorable product mix and favorable delivery of $22 million, slightly offset by lower sales volumes and input cost inflation. OUTLOOK In our Roofing segment, the Company expects residential repair and remodeling activity to remain solid.
Lower volumes of approximately 7% were partially offset by higher selling prices of $129 million. EBITDA In our Roofing segment, EBITDA decreased $121 million in 2025 compared to 2024. Lower volumes, input cost inflation of $52 million, and higher manufacturing costs of $20 million were partially offset by higher selling prices of $129 million.
Changes in assumptions used could result in a material impact to our Consolidated Financial Statements in any given period. Two key assumptions that could have a significant impact on the measurement of pension liabilities and pension expense are the discount rate and the expected return on plan assets.
Changes in the assumptions could result in additional impairment charges that could be material to our Consolidated Financial Statements in any given period. Product Warranty The Company records a liability for warranty obligations at the date the related products are sold. Most significant are the standard warranties on our roofing products.
Removed
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued) Adjusted Earnings Before Interest and Taxes (“Adjusted EBIT”) Adjusted EBIT is a non-GAAP measure that excludes certain items that management does not allocate to our segment results because it believes they are not representative of the Company’s ongoing operations.
Added
Prior period amounts have been recast to reflect the new segment measure for profitability. 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.
Removed
Adjusted EBIT is used internally by the Company for various purposes, including reporting results of operations to the Board of Directors of the Company, analysis of performance and related employee compensation measures.
Added
The remaining variance was driven by unfavorable mix, higher selling, general, and administrative expenses, and higher delivery costs of $7 million. OUTLOOK In our Roofing segment, the Company expects non-discretionary roof replacement activity to ease in the near-term.
Removed
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 (loss) attributable to Owens Corning as prepared in accordance with accounting principles generally accepted in the United States.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeIn addition, exposures in European Euro primarily relate to the Polish Złoty, Danish Krone and the U.S. Dollar. These transactional risks are mitigated through the use of derivative financial instruments and balancing of cash deposits and loans.
Biggest changeDollars primarily relate to the Mexican Peso, Indian Rupee, Brazilian Real, Hong Kong Dollar, European Euro, South Korean Won, Japanese Yen and the Chinese Yuan. In addition, exposures in European Euro primarily relate to the Polish Złoty, U.S. Dollar, Danish Krone and the Norwegian Krone.
A discussion of the Company’s accounting policies for derivative financial instruments, as well as the Company’s exposure to market risk, is included in Notes 1 and 4 to the Consolidated Financial Statements. Please refer to Note 4 for details of the fair values of derivative financial instruments and their classification on the Consolidated Balance Sheets.
A discussion of the Company’s accounting policies for derivative financial instruments, as well as the Company’s exposure to market risk, is included in Notes 1 and 5 to the Consolidated Financial Statements. Please refer to Note 5 for details of the fair values of derivative financial instruments and their classification on the Consolidated Balance Sheets.
As of December 31, 2024, the potential change in fair value for such financial instruments from an increase of 10% in the quoted foreign currency exchange rates would be a decrease of approximately $6 million. We have translation exposure resulting from translating the financial statements of foreign subsidiaries into United States Dollars.
As of December 31, 2025, the potential change in fair value for such financial instruments from an increase of 10% in the quoted foreign currency exchange rates would be a decrease of approximately $14 million. We have translation exposure resulting from translating the financial statements of foreign subsidiaries into United States Dollars.
Our most significant translation exposures are the European Euro, Canadian Dollar, Chinese Yuan, Polish Złoty and Great Britain Pound in relation to the United States Dollar. Interest Rate Risk The Company is subject to market risk from exposure to changes in interest rates due to its financing, investing and cash management activities.
Our most significant translation exposures are the European Euro, Canadian Dollar, Polish Złoty, Swedish Krona and Chinese Yuan in relation to the United States Dollar. Interest Rate Risk The Company is subject to market risk from exposure to changes in interest rates due to its financing, investing and cash management activities.
The following table shows how a one percentage point increase in interest rates would impact the fair market value of the senior notes: Senior Notes Maturity Year As of December 31, 2024: 2026 2027 2028 2029 2030 2034 2036 2047 2048 2054 Decrease in fair value 2% 2% 3% 4% 5% 7% 8% 12% 12% 12% 42 Table of Contents ITEM 7A.
The following table shows how a one percentage point increase in interest rates would impact the fair market value of the senior notes: Senior Notes Maturity Year As of December 31, 2025: 2026 2027 2029 2030 2034 2036 2047 2048 2054 Decrease in fair value 1% 1% 3% 4% 6% 7% 12% 12% 12% 41 Table of Contents ITEM 7A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to the impact of changes in foreign currency exchange rates, interest rates and the prices of various commodities used in the normal course of business.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK The Company is exposed to, among other risks, the impact of changes in commodity prices, foreign currency exchange rates, and interest rates in the normal course of business.
The Company enters into cash-settled natural gas swap contracts in certain markets to protect against changes in natural gas prices that mature within 15 months; however, no financial instruments are currently used to protect against changes in raw material costs. At December 31, 2024, the net fair value of such swap contracts was an asset of $3 million.
The Company enters into cash-settled natural gas forward swap contracts in certain markets to protect against changes in natural gas prices that mature within 15 months; however, no financial instruments are currently used to protect against changes in raw material costs.
The Company enters into various forward contracts, which change in value as foreign currency exchange rates change, to preserve the carrying amount of foreign currency-denominated assets, liabilities, commitments and certain anticipated foreign currency transactions. Exposures in U.S. Dollars primarily relate to the Indian Rupee, Brazilian Real, South Korean Won, Chinese Yuan, Hong Kong Dollar and the European Euro exchange rates.
The Company enters into various forward contracts, which change in value as foreign currency exchange rates change, to preserve the carrying amount of foreign currency-denominated assets, liabilities, commitments and certain anticipated foreign currency transactions. Exposures in U.S.
Based on the year-end outstanding balances on floating rate debt, a one percentage point increase in interest rates at December 31, 2024 would increase our annual net interest expense by less than $1 million. The fair market value of the Company’s senior notes are subject to interest rate risk.
The impact of a one percentage point increase in the interest rate of the Company's outstanding borrowings commercial paper at December 31, 2025 would have been an increase to annual net interest expense of less than $1 million. The fair market value of the Company’s senior notes are subject to interest rate risk.
The Company has a Senior Revolving Credit Facility, Receivables Securitization Facility, other floating rate debt and cash and cash equivalents which are exposed to floating interest rates and may impact cash flow.
The Company has a Senior Revolving Credit Facility, commercial paper program and cash and cash equivalents which are exposed to floating interest rates and may impact cash flow. As of December 31, 2025 and 2024, the Company had no borrowings on its Senior Revolving Credit Facility.
An increase of 10% in the underlying commodity prices would result in an increase in fair value of $4 million as of December 31, 2024. This amount excludes the offsetting impact of the price risk inherent in the physical purchase of the underlying commodities. 43 Table of Contents
This amount excludes the offsetting impact of the price risk inherent in the physical purchase of the underlying commodities. 42 Table of Contents
The net fair value of derivative financial instruments used to limit exposure to foreign currency risk was a liability of less than $1 million as of December 31, 2024.
These transactional risks are mitigated through the use of derivative financial instruments and balancing of cash deposits and loans. The net fair value of derivative financial instruments used to limit exposure to foreign exchange rate risk was an asset of approximately $1 million as of December 31, 2025.
Removed
As of December 31, 2024 and 2023, the Company had no borrowings on its Senior Revolving Credit Facility or Receivables Securitization Facility, with the balance of other floating-rate debt of $1 million. Cash and cash equivalents were $361 million and $1.6 billion at December 31, 2024 and 2023, respectively.
Added
Commercial paper borrowings were $50 million as of December 31, 2025 and are subject to changes in short-term interest rates. Cash and cash equivalents were $345 million and $321 million at December 31, 2025 and 2024, respectively.
Added
The Company uses a combination of derivative financial instruments and physical contracts to manage forecasted exposure to electricity and natural gas prices.
Added
At December 31, 2025, the net fair value of such natural gas forward swap contracts was a liability of $2 million. An increase of 10% in the underlying commodity prices would result in an increase in fair value of $3 million as of December 31, 2025.

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