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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________________________________

FORM 10-K

______________________________________

☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2023~~2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number: 1-33100

______________________________________

Owens Corning

Delaware

43-2109021

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

One Owens Corning Parkway,

Toledo,

43659

(Address of principal executive offices)

(Zip Code)

(Exact name of registrant as specified in its charter)

______________________________________

Delaware

43-2109021

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

One Owens Corning Parkway

Toledo, OH 43659

(Address of principal executive offices) (Zip Code)

(419) 248-8000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	OC	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ No r

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes r No þ

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No r

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No r

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer þ Accelerated filer r Non-accelerated filer r Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. r

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☑

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. r

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). r

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No þ

On June 3028, ~~2023~~2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate market value of $0.01 par value common stock (the voting stock of the registrant) held by non-affiliates (assuming for purposes of this computation only that the registrant had no affiliates) was approximately $1115,~~723~~103,~~204~~269,~~804~~437.

As of February 920, ~~2024~~2025, 8785,~~006~~540,~~138~~564 shares of the registrant’s common stock, par value $0.01 per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Owens Corning’s proxy statement to be delivered to stockholders in connection with the Annual Meeting of Stockholders to be held on or about April 1815, ~~2024~~2025 (the “~~2024~~2025 Proxy Statement”) are incorporated by reference into Part III hereof.

		Page
PART I
ITEM 1.	Business	1
	Overview	1
	Segment overview	1
	General	3
	Availability of information	6
ITEM 1A.	Risk factors	7
ITEM 1B.	Unresolved staff comments	18
ITEM 1C.	Cybersecurity	19
ITEM 2.	Properties	21
ITEM 3.	Legal proceedings	22
ITEM 4.	Mine safety disclosures	22
	Information about our Executive Officers	23
PART II
ITEM 5.	Market for Owens Corning’s common equity, related stockholder matters and issuer purchases of equity securities	24
ITEM 6.	Reserved	25
ITEM 7.	Management’s discussion and analysis of financial condition and results of operations	26
ITEM 7A.	Quantitative and qualitative disclosures about market risk	44
ITEM 8.	Financial statements and supplementary data	46
ITEM 9.	Changes in and disagreements with accountants on accounting and financial disclosure	46
ITEM 9A.	Controls and procedures	46
ITEM 9B.	Other information	46
ITEM 9C.	Disclosure regarding foreign jurisdictions that prevent inspections	46
PART III
ITEM 10.	Directors, executive officers and corporate governance	47
ITEM 11.	Executive compensation	47
ITEM 12.	Security ownership of certain beneficial owners and management and related stockholder matters	47
ITEM 13.	Certain relationships and related transactions, and director independence	47
ITEM 14.	Principal accountant fees and services	47
PART IV
ITEM 15.	Exhibits and financial statement schedules	48
ITEM 16.	Form 10-K Summary	53
	Signatures	54
	Index to Consolidated Financial Statements	57
	Management’s Report on Internal Control Over Financial Reporting	58
	Report of Independent Registered Public Accounting Firm	59
	Consolidated Financial Statements	61
	Notes to Consolidated Financial Statements	66
	Index to Consolidated Financial Statement Schedule	116
	Schedule II	117

OWENS CORNING AND SUBSIDIARIES

INDEX TO ANNUAL REPORT ON FORM 10-K

December 31, 2024


		Page
PART I

Item 1.	Business	1
	Overview	1
	Segment overview	1
	General	3
	Availability of information	6

Item 1A.	Risk factors	7

Item 1B.	Unresolved staff comments	19

Item 1C.	Cybersecurity	19

Item 2.	Properties	20

Item 3.	Legal proceedings	20

Item 4.	Mine safety disclosures	20

	Information about our Executive Officers	21

PART II

Item 5.	Market for Owens Corning’s common equity, related stockholder matters and issuer purchases of equity securities	22

Item 6.	Reserved	23

Item 7.	Management’s discussion and analysis of financial condition and results of operations	24

Item 7A.	Quantitative and qualitative disclosures about market risk	42

Item 8.	Financial statements and supplementary data	44
	Index to Consolidated Financial Statements	44
	Management’s Report on Internal Control Over Financial Reporting	45
	Report of Independent Registered Public Accounting Firm	46
	Consolidated Financial Statements	49
	Notes to Consolidated Financial Statements	54

Item 9.	Changes in and disagreements with accountants on accounting and financial disclosure	108

Item 9A.	Controls and procedures	108

Item 9B.	Other information	108

Item 9C.	Disclosure regarding foreign jurisdictions that prevent inspections	108

PART III

Item 10.	Directors, executive officers and corporate governance	109

Item 11.	Executive compensation	109

Item 12.	Security ownership of certain beneficial owners and management and related stockholder matters	109

Item 13.	Certain relationships and related transactions, and director independence	109

Item 14.	Principal accountant fees and services	109

PART IV

Item 15.	Exhibits and financial statement schedules	110

Item 16.	Form 10-K Summary	114
	Signatures	115

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PART I


ITEM 1.			BUSINESS

Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we,” “its,” and “our” in this Annual Report on Form 10-K refer to Owens Corning and its subsidiaries.

OVERVIEW

Owens Corning is a ~~global~~residential ~~building~~ and ~~construction~~commercial ~~materials~~building products leader committed to building a sustainable future through material innovation. Its roofing products and systems enhance curb appeal ofand protect people’s homes ~~and protect residential and commercial buildings~~. Its insulation products conserve energy and improve acoustics, fire resistance and air quality in the spaces where people live, work and play. Its doors and door systems provide comfort, safety and style for the interior and exterior of homes. Its fiberglass composites make thousands of products lighter, stronger and more durable.

~~The~~We ~~business~~are is global in scope, human in scale with ~~operations~~more than 25,000 employees in 3031 countries, ~~and~~dedicated ~~human~~to ingenerating ~~scale,~~value ~~with~~for ~~approximately~~our ~~18,000~~customers ~~employees~~and shareholders and ~~longstanding,~~making ~~local~~a ~~relationships~~difference ~~with~~in ~~its~~the ~~customers~~communities where we work and live. Founded in 1938 and based in Toledo, Ohio, Owens Corning recorded net sales in ~~2023~~2024 of $911.70 billion.

~~Unless~~Glass ~~the~~Reinforcements context indicates otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning and its subsidiaries. References to a particular year mean the Company’s year commencing on January 1 and ending on December 31 of that year.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. 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 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 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.

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. The Company intends to reorganize its operations and reporting structure and begin to manage its operations under three reporting segments.

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. 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. 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.

SEGMENT OVERVIEW

~~The~~At December 31, 2024, the Company ~~has~~had an integrated business model with ~~three~~four reportable segments: Roofing, Insulation ~~and Composites. Our Roofing~~, ~~Insulation~~Doors and Composites, ~~reportable~~which ~~segments~~ accounted for approximately 4036%, 3732%, 13% and 2319% of our total reportable segment net sales, respectively, in ~~2023~~2024.

Roofing

Our primary products in the Roofing segment are laminate and strip asphalt roofing shingles. Other products include roofing components and oxidized asphalt. We have been able to ~~meet~~service the growing demand for longer lasting, aesthetically attractive laminate products with ~~modest~~efficient capital investment.

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ITEM 1.			BUSINESS (continued)

We sell shingles and roofing components primarily through distributors, home centers and lumberyards in the United States. Oxidized asphalt is a significant input used in the production of our asphalt roofing shingles. We are vertically integrated and have manufacturing facilities that process asphalt for use in our roofing shingles manufacturing process. In addition, we sell processed asphalt to other shingle manufacturers, to roofing contractors for built-up roofing asphalt systems and to manufacturers in a variety of other industries, including automotive, chemical, rubber and construction. Asphalt input costs and third-party asphalt sales prices are correlated to crude oil prices.

Demand for products in our Roofing segment is generally driven by both residential repair and remodeling activity and by new residential construction. Roofing damage from major storms can significantly increase demand in this segment. As a result, sales in this segment do not always follow seasonal home improvement, remodeling and new construction industry patterns as closely as our Insulation segment.

Our Roofing segment competes primarily with asphalt shingle manufacturers in the United States. According to various industry reports and Company estimates, Owens Corning’s Roofing segment is the second largest producer of asphalt roofing shingles in the United States. Principal methods of competition include innovation and product design, proximity to customers, quality and price.

Our manufacturing operations are generally continuous in nature, and we warehouse much of our production prior to sale since we operate with relatively short delivery cycles. One of the raw materials important to this segment is sourced from a sole supplier. We have a long-term supply contract for this material, and have no reason to believe that any availability issues will exist. If this supply was to become unavailable, our production could be interrupted until such time as the supplies again became available or the Company reformulated its products. Additionally, the supply of asphalt, another significant raw material in this segment, has been constricted at times. Although this has not caused a significant interruption of our production in the past, prolonged asphalt shortages would restrict our ability to produce products in this segment.

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ITEM 1. BUSINESS (continued)

Insulation

Our insulating products provide a variety of benefits such as energy conservation, thermal functionality, improved acoustical performance and convenience of installation and use. Our Insulation segment includes a diverse portfolio of high, mid and low-temperature products with a geographic mix of United States, Canada, Europe, Asia-Pacific and Latin America, a market mix of residential, commercial, industrial and other markets, and a channel mix of retail, contractor and distribution.

Our products in the North American residential market include thermal and acoustical batts, loosefill insulation, spray foam, foam sheathing and accessories, and are sold under well-recognized brand names and trademarks, such as Owens Corning PINK® Next Gen™ FIBERGLAS™ Insulation. Our products in the commercial and industrial markets include glass fiber pipe insulation, energy efficient flexible duct media, bonded and granulated stone wool insulation, cellular glass insulation and foam insulation used in above- and below-grade construction applications, and are sold under well-recognized brand names and trademarks, such as FOAMULAR®, FOAMGLAS® and Paroc®. We sell our insulation products primarily to insulation installers, home centers, lumberyards, retailers and distributors in the United States, Canada, Europe, Asia-Pacific and Latin America.

Demand for Owens Corning’s insulating products is driven by North American new residential construction, repair and remodeling activity, commercial and industrial construction activity in the United States, Canada, Europe, Asia-Pacific and Latin America, and increasingly stringent building codes and the growing need for energy efficiency. Demand in the segment typically follows seasonal home improvement, remodeling and renovation and residential, commercial and industrial construction industry patterns. Demand for residential insulation in North America typically follows housing starts on a three-month lagged basis, although the new residential construction cycle can elongate due to labor availability and other factors beyond our control. The peak season for home construction and remodeling in our geographic markets generally corresponds with the second and third calendar quarters. Demand for commercial and industrial applications is more heavily tied to industrial production growth, commercial construction activity, and overall economic conditions in the global markets we serve.

Our Insulation segment competes primarily with fiberglass insulation manufacturers in the United States, with an international presence in Canada, Europe, Asia-Pacific and Latin America. According to industry reports and Company estimates, Owens Corning is North America’s largest producer of residential, commercial and industrial fiberglass insulation. Principal methods of competition include innovation and product design, service, location, quality, price and compatibility of systems solutions.

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ITEM 1.			BUSINESS (continued)

Doors

Our primary products in the Doors segment are residential interior and exterior doors made of wood, glass, fiberglass and metal, and door components such as frames, sills, weather-stripping, hinges and locks. Other products in this segment are aluminum-framed glass doors and window solutions for luxury homes. Our doors are available in good, better and best options and provide a range of benefits including energy efficiency, comfort, privacy and security and curb appeal.

We serve the needs of the residential repair, remodel and new construction markets in the United States, Canada and the United Kingdom. Doors are sold through wholesale and retail distribution channels. In the wholesale channel, we sell through distribution partners to homebuilders, contractors, lumberyards, dealers and building products retailers. One-step distributors sell doors directly to homebuilders and remodeling contractors, while two-step distributors purchase doors in bulk quantities for local door dealers who often perform additional value-added services such as pre-hanging or pre-finishing the door before installation. The retail channel serves consumers and contractors through retail home centers, both in-store and online.

Demand for products in Owens Corning’s Doors segment is driven by new construction and overall economic conditions in the markets we serve. The Doors segment’s vertically integrated operations extend from raw material to final assembly and fabrication. According to various industry reports and Company estimates, Owens Corning is one of North America’s largest producers of interior and exterior doors. Primary methods of competition include service, quality, innovation, and product customization.

Composites

Owens Corning glass fiber materials can be found in over 40,000 end-use applications primarily within three markets: building and construction, renewable energy and infrastructure. Such end-use applications include building structures, roofing shingles, tubs and showers, pools, decking, flooring, marine, auto, pipes and tanks, poles, electrical equipment and wind-energy turbine blades. Our products are manufactured and sold worldwide. We primarily sell our products directly to parts molders and fabricators. Within the building and construction market, our Composites segment sells glass fiber and/or glass mat directly to a small number of major shingle manufacturers, including our own Roofing segment.

Our Composites segment includes vertically integrated material solutions. The Company manufactures, fabricates and sells glass reinforcements in the form of fiber and mats. Glass reinforcement materials are also used downstream by the Composites segment to manufacture and sell glass fiber products in the form of non-wovens, fabrics and composite lumber.

Demand for composites is driven by general global economic activity and, more specifically, by the increasing replacement of traditional materials, such as aluminum, wood, paper and steel with composites that offer lighter weight, improved strength, lack of conductivity and corrosion resistance.

We compete with glass fiber and building material manufacturers worldwide. According to various industry reports and Company estimates, our Composites segment is a world leader in the production of glass fiber reinforcement and other building materials. Primary methods of competition include innovation, quality, customer service, global geographic reach, sustainability and product customization.

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ITEM 1. BUSINESS (continued)

GENERAL

Intellectual Property

The Company relies on a combination of intellectual property laws, as well as confidentiality procedures and contractual provisions, to protect our intellectual property, proprietary technology and our brands. Through continuous and extensive use of the color PINK® since 1956, Owens Corning became the first owner of a single color trademark registration. In addition to our Owens Corning and PINK® brands, the Company has registered, and applied for the registration of, U.S. and international trademarks, service marks, and domain names. Additionally, the Company owns numerous U.S. and international patents and patent applications, covering certain of our proprietary technology resulting from research and development efforts. Over time, the Company has assembled a portfolio of intellectual property rights including patents, trademarks, service marks, copyrights, domain names, know-how and trade secrets covering our products, services and manufacturing processes. Our proprietary technology is not dependent on any single or group of intellectual property rights and the Company does not expect the expiration of existing intellectual property to have a material adverse effect on the business as a whole. The Company believes the duration of our patents is adequate relative to the expected lives of our products. Although the Company protects its intellectual property and proprietary technology, any significant impairment of, or third-party claim against, our intellectual property rights could harm our business or our ability to compete.

~~Environmental Control~~3

Owens Corning has established policies and procedures to ensure that its operations are conducted in compliance with all relevant laws and regulations and that enable the Company to meet its high standards for corporate sustainability and environmental stewardship. Our manufacturing facilities are subject to numerous foreign, federal, state and local laws and regulations relating to the presence of hazardous materials, pollution and protection of the environment, including emissions to air, reductions of greenhouse gases, discharges to water, management of hazardous materials, handling and disposal of solid wastes, use of chemicals in our manufacturing processes, and remediation of contaminated sites. All Company manufacturing facilities are either ISO 14001 certified or deploy environmental management systems based on ISO 14001 principles. The Company’s 2030 Sustainability Goals include targets related to significant global reductions in energy use, water consumption, waste to landfill, and emissions of greenhouse gases, fine particulate matter, and volatile organic air emissions, and protection of biodiversity. 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 $49 million in 2023. 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. It is possible that new laws and regulations will specifically address climate change, volatile organic compounds, ozone forming emissions and fine particulate matter. New environmental and chemical regulations could impact our ability to expand production or construct new facilities in geographic regions in which we operate. However, based on information known to the Company, including the nature of our manufacturing operations and associated air emissions, at this time we do not expect any of these new laws, regulations or activities to have a material adverse effect on our results of current operations, financial condition or long-term liquidity.

Owens Corning is involved in remedial response activities and is responsible for environmental remediation at a number of sites, including certain of its currently owned or formerly owned plants. These responsibilities arise under a number of laws, including, but not limited to, the Federal Resource Conservation and Recovery Act, and similar state or local laws pertaining to the management and remediation of hazardous materials and petroleum. The Company has also been named a potentially responsible party under the United States Federal Superfund law, or state equivalents, at a number of disposal sites. The Company became involved in these sites as a result of government action or in connection with business acquisitions. At the end of 2023, the Company was involved with a total of 22 sites worldwide, including 10 Superfund and state or country equivalent sites and 12 owned or formerly owned sites. None of the liabilities for these sites are individually significant to the Company.

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ITEM 1.			BUSINESS (continued)

Environmental Control

Owens Corning has established policies and procedures that are intended to ensure that its operations are conducted in compliance with all relevant laws and regulations and that enable the Company to meet its high standards for corporate sustainability and environmental stewardship. Our manufacturing facilities are subject to numerous foreign, federal, state and local laws and regulations relating to the presence of hazardous materials, pollution and protection of the environment, including emissions to air, reductions of greenhouse gases, discharges to water, management of hazardous materials, handling and disposal of solid wastes, use of chemicals in our manufacturing processes and remediation of contaminated sites. All Company manufacturing facilities are either ISO 14001 certified or deploy environmental management systems based on ISO 14001 principles. The Company’s 2030 Sustainability Goals include targets related to significant global reductions in energy use, water consumption, waste to landfill, and emissions of greenhouse gases, fine particulate matter, and volatile organic air emissions, and protection of biodiversity. 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 continues to invest in equipment and process modifications to remain in compliance with applicable environmental laws and regulations worldwide.

Owens Corning is involved in remedial response activities and is responsible for environmental remediation at a number of sites, including certain of its currently owned or formerly owned plants. These responsibilities arise under a number of laws, including, but not limited to, the Federal Resource Conservation and Recovery Act, and similar state or local laws pertaining to the management and remediation of hazardous materials and petroleum. The Company has also been named a potentially responsible party under the United States Federal Superfund law, similar state or local laws pertaining to the management and remediation of hazardous materials and petroleum. The Company became involved in these sites as a result of government action or in connection with business acquisitions. 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.

Remediation activities generally involve a potential range of activities and costs related to soil, groundwater and sediment contamination. This can include pre-cleanup activities such as fact finding and investigation, risk assessment, feasibility studies, remedial action design and implementation (where actions may range from monitoring to removal of contaminants, to installation of longer-term remediation systems). A number of factors affect the cost of environmental remediation, including the number of parties involved in a particular site, the determination of the extent of contamination, the length of time the remediation may require, the complexity of environmental regulations, variability in clean-up standards, the need for legal action, and changes in remediation technology. Taking these factors into account, Owens Corning 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.

At December 31, ~~2023~~2024, the Company had an accrual totaling $4 million for its environmental liabilities, of which the current portion is $12 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.

Additional Government Laws and Regulations

In addition to environmental laws and regulations, we are subject to various laws and regulations around the world. For example, trade regulations, including tariffs or other import or export restrictions, may increase the cost of some of our raw materials or cross-border shipments, and limit our ability to do business in certain countries or with certain individuals. Our business is also subject to competition laws in the various jurisdictions where we operate, including the Sherman Antitrust Act and related federal and state antitrust laws in the United States, as well as similar foreign laws and regulations. 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. In addition, health and safety regulations have necessitated, and may continue to necessitate, increased operating costs or capital investments to promote a safe working environment. 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. Further, an increasing number of 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. With respect to the laws and regulations noted above, as well as other applicable laws and regulations, the Company’s compliance programs, may under certain circumstances, involve material investments in the form of additional processes, training, personnel, information technology and capital. For a discussion of the risks associated with certain applicable laws and regulations, see Item 1A, “Risk Factors.”

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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. In addition, health and safety regulations have necessitated, and may continue to necessitate, increased operating costs or capital investments to promote a safe working environment. 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. Further, an increasing number of 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. With respect to the laws and regulations noted above, as well as other applicable laws and regulations, the Company’s compliance programs, may under certain circumstances, involve material investments in the form of additional processes, training, personnel, information technology and capital. 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. It is our ambition to be a ~~net-positive~~ company, ~~that is, one~~ whose positive impact of our people and products, is greater than the negative impact of manufacturing our products. We work to continually increase the good our people and products do while we concurrently strive to reduce the negative environmental impact of our operations.

Our climate-related sustainability efforts have led Owens Corning to develop a range of strategies and tactics that have had a significant impact on the way we conduct our business. We strive to reduce the greenhouse gas emissions released throughout the entire life cycle of our products by improving the use-phase impacts of our products, making our manufacturing processes more energy-efficient, sourcing more renewable electricity, improving our supply chain logistics, increasing recycled content, and developing end-of-life recycling solutions. Together, this work helps to reduce the environmental impact of our operations and lowers the embodied carbon in our products – an attribute of growing importance to our customers.

Many of Owens Corning’s products are made using heavy, industrialized manufacturing processes. While we strive to continue our progress to reduce our impact, our factories produce various emissions, including greenhouse gases. Owens Corning is subject to or has chosen to voluntarily participate in Emissions Trading Schemes around the world. Broad and gradual tightening of national, regional, and state government limits on emissions could disrupt our access to energy sources or specific raw materials, which in turn could disrupt the manufacturing of products dependent upon them. Owens Corning invests in research and development on climate-related risks and opportunities.

Human Capital Resources

The Company’s long-term success is dependent upon its access to and development of management and primary employees who are sufficiently skilled and capable of the work necessary to achieve the Company’s short- and long-term business objectives. To maintain employee engagement, Owens Corning strives to ensure its people feel valued, included, and engaged – from recruitment to retirement. That is why Owens Corning is dedicated to fostering an environment of learning and growth within a supportive, caring culture. We are committed to providing a safe, healthy workplace and a meaningful, engaging employee experience.

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. 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. 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.

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ITEM 1.			BUSINESS (continued)

Human Capital Resources

The Company’s long-term success is dependent upon its access to and development of management and primary employees who are sufficiently skilled and capable of the work necessary to achieve the Company’s short-and long-term business objectives. To maintain employee engagement, Owens Corning strives to ensure its people feel valued, included, and engaged – from recruitment to retirement. That is why Owens Corning is dedicated to fostering an environment of learning and growth within a supportive, caring culture. We are committed to providing a safe, healthy workplace and a meaningful, engaging employee experience.

As of December 31, 2023, Owens Corning had approximately 18,000 employees, of which approximately 9,000 were located outside the United States. Approximately 8,200 (46%) of hourly employees are subject to collective bargaining agreements. The Company regularly engages its salaried, non-represented and represented primary employees to collect feedback and based on that feedback believes employee engagement and relations are good. 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.

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. In ~~the~~Since ~~fall of~~ 2023, the Company ~~kicked~~has ~~off~~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. For the year ended December 31, ~~2023~~2024, our RIR, excluding the impact from our Doors segment as a result of the recent Masonite acquisition, was 0.6048, compared to 0.6560 as reported in the same period for the prior year.

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. Our goal is to create a high-performance culture and teams that are diverse, capable and engaged. We strive to have clear objectives, effective performance management, and a structure that includes regular feedback, talent reviews, succession planning, development, and compensation analysis.

Corporate Culture

Another objective we pursue is maintaining a corporate culture focused on inclusion and diversity, ethics and compliance, training and positive employee relations and engagement. The Company believes its success and sustainability are enhanced by an inclusive and diverse workforce. We believe that inclusion and diversity add value to the business by fostering an environment that leads to high engagement and innovative thinking in the workplace. Five years following the Company's pledge to diversity & inclusion, there is more work to be done, and the Company continues to pursue diversity in its workforce through diverse candidate slates, diversity on hiring committees, and development programs, and the continued focus on development of management skills needed to sustain progress in this area through the roll-out of inclusive leadership training across the organization. Owens Corning operates programs that foster gender and ethnic diversity as well as equality within its workforce, including supporting various employee-led affinity groups, so its employees feel valued and appreciated for the distinct voices they bring to the team.

As of December 31, 2023, the composition of our Board of Directors was 60% demographically diverse, which includes gender, race, ethnicity, nationality, national origin or other elements of one’s identity. Leadership positions were comprised of approximately 29% women globally and 18% people of color in the United States. Our 2030 diversity goals set targets for our leadership positions of 35% women globally and 22% people of color in the United States.

The Company has a robust pay equity system, which includes multiple processes and controls to prevent pay equity gaps from occurring. We perform a biennial pay equity review with the assistance of a third-party vendor who utilizes a strong, statistical analysis of pay equity across our global salaried workforce. We promptly remediate all identified and substantiated pay gaps through pay increases.

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ITEM 1. BUSINESS (continued)

Ethics and compliance efforts include our support of the Owens Corning Code of Conduct (“Code of Conduct”), which is dedicated to encouraging compliance with a range of legal guidelines and our corporate values. Our training efforts encompass the Code of Conduct and other areas of compliance and development as relevant to employees. We also seek to foster positive and productive relations with the labor organizations representing them.

Owens Corning employees contribute service hours to boards, special causes and nonprofit organizations in the communities where they live and operate. These programs aim to enable the Company’s employees to connect with the community, further improve its reputation locally and globally, and instill a sense of pride in the workforce.

Owens Corning is a recognized leader on advancing social issues, including issues related to diversity, equity and inclusion and human rights. Select awards and honors earned by the Company include:

•Earned a Top 50 ranking on the Fair 360 survey as leaders in workplace fairness;

•Earned a Top 10 ranking on the 100 Best Corporate Citizens in 2023 by 3BL Media for the sixth year in a row; and

•Recognized as one of the “2023 World’s Most Ethical Companies” by Ethisphere Institute for the sixth year in a row.

More information about Owens Corning’s approach to human capital and other social issues can be found in our Sustainability Report on our website.1

AVAILABILITY OF INFORMATION

Owens Corning makes available, free of charge, through its website, the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and all amendments to those reports as soon as reasonably practicable after such material is electronically filed with or furnished to the Securities and Exchange Commission (the "SEC"). These documents are available through the Investor Relations page of the Company’s website at www.owenscorning.com. Copies of any materials we file with the SEC can also be obtained free of charge through the SEC’s website at http://www.sec.gov. 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.

1 The information on our website, including our Sustainability Report, 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

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ITEM 1A.			RISK FACTORS

In an enterprise as diverse as ours, a wide range of factors could affect future performance. 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. You should consider these risk factors in connection with evaluating the forward-looking statements contained in this Annual Report on Form 10-K because these risk factors could cause our actual results and financial condition to differ materially from those projected in forward-looking statements.

The Company maintains processes that aim to manage enterprise risks through identification and mitigation of those risks. 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.

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. 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. Interest rates increased substantially in ~~fiscal~~the past few years, ~~2022~~remained ~~and~~elevated ~~2023~~in 2024, and ~~may~~are ~~continue~~currently expected to ~~increase~~decrease slightly but stay relatively high in 2025. The combination of high interest rates and high levels of inflation ~~have~~reduces ~~reduced~~ the affordability of mortgages and other financing options, and ~~increased~~increases the cost of home improvement projects. These trends have likely resulted in reduced levels of repair and remodel as well as new construction activity and demand for our products. Additionally, ~~and~~market wereactions ~~expect~~to ~~these~~the ~~trends~~new ~~may~~U.S. ~~continue~~federal ~~for~~administration's trade policies, deregulation efforts, and stance towards the ~~foreseeable~~Federal ~~future~~Reserve could create economic uncertainty, potentially leading to fluctuations in inflation and interest rates. WeDue to this uncertainty, we cannot predict if or when interest rates or inflation levels will stabilize or ~~decline or~~ the impact that ~~any~~this ~~such~~uncertainty ~~decline~~ may have on repair and remodel activity, new construction activity, demand for our products, our business generally, or our financial condition.

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.

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.

We may be exposed to cost increases or reduced availability of raw materials or transportation, which could reduce our margins and have a material adverse impact on our business, financial condition and results of operations.

Our business relies heavily on certain commodities and raw materials used in our manufacturing processes. Additionally, we spend a significant amount on inputs that are influenced by energy prices, such as asphalt, chemicals, resins, and transportation. Price increases for these inputs could raise costs and reduce our margins if we are not able to offset them by increasing the prices of our products, improving productivity or hedging, where appropriate.

Availability of certain of the raw materials we use has occasionally been limited, and our sourcing of some of these raw materials from a limited number of suppliers, and in some cases a sole supplier, increases the risk of unavailability. For example, if one of the raw materials important to our business is sourced from a sole supplier, our production could be interrupted regardless of whether we have a long-term supply contract for the material. Global economic conditions may also result in global or regional supply chain issues that adversely impact our access to raw materials and supplies. Despite our contractual supply agreements with many of our suppliers, and despite any programs we may undertake to mitigate supply risks, it is possible that we could experience a lack of certain raw materials that limits our ability to manufacture our products, thereby materially and adversely impacting our business, financial condition and results of operations.

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In addition, westeps ~~are~~taken ~~dependent~~by onthe ~~third-party~~United ~~freight~~States ~~carriers~~government to ~~transport~~apply ~~some~~or ofincrease 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 ~~and~~upon ~~products~~which our business depends. WeThe increased costs may negatively impact our margins as we may not be ~~unable~~able to ~~transport~~pass ~~our~~on ~~raw~~the ~~materials~~additional orcosts to customers by increasing the prices of our products. inFor aexample, ~~timely~~market ~~manner~~reactions orto atthe ~~economically~~new ~~favorable~~U.S. ~~rates~~federal inadministration’s ~~certain~~proposed ~~circumstances~~tariffs and evolving trade policies with countries such as Canada, ~~particularly~~Mexico inand ~~cases~~China ofcould ~~adverse~~disrupt ~~market~~our ~~conditions~~supply orchains, ~~disruptions~~increase toour ~~transportation~~costs ~~infrastructure~~for raw materials, and negatively impact our business margins and financial results.

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.

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. Energy prices, in particular oil and natural gas, have fluctuated in recent years. For example, natural gas forms the primary energy source for our European operations and our European operations can be directly affected by volatility in the cost and availability of natural gas. 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. Our international sales and operations are subject to risks and uncertainties, including:

•difficulties and costs associated with complying with a wide variety of complex and changing laws, including securities laws, climate-related laws, tax laws, employment and pension-related laws, competition laws, U.S. and foreign export and trading laws, and laws governing improper business practices, treaties and regulations;

•limitations on our ability to enforce legal rights and remedies;

•adverse domestic or international economic and political conditions, business interruption, war and civil disturbance;

•changes to tax, currency, or other laws or policies that may adversely impact our ability to repatriate cash from non-United States subsidiaries, make cross-border investments, or engage in other intercompany transactions;

•future tax legislation, regulations, or related guidance or interpretations;

•changes to ~~tariffs or other~~ import or export restrictions, penalties or sanctions, including modification or elimination of international agreements covering trade or investment;

•costs and availability of shipping and transportation;

•nationalization or forced relocation of properties by foreign governments;

•currency exchange rate fluctuations between the United States Dollar and foreign currencies; and

•uncertainty with respect to any potential changes to laws, regulations and policies that could exacerbate the risks described above.

AsWe ~~we continue to expand our business globally, 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.

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. The FCPA and similar anti-corruption laws in other jurisdictions generally prohibit companies and their intermediaries from making improper payments to officials for the purpose of obtaining or retaining business. Although we mandate compliance with these anti-corruption laws and maintain an anti-corruption compliance program, these measures may not prevent our employees or agents from violating these laws. 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.8

Our sales may fall rapidly in response to declines in demand because we do not operate under long-term volume agreements to supply our customers and because of customer concentration in certain segments.

Many of our customer volume commitments are short-term; therefore, we do not have a significant manufacturing backlog. As a result, we do not benefit from the visibility provided by long-term volume contracts against downturns in customer demand and sales. Further, we are not able to immediately adjust our costs in response to declines in sales. Our ability to sell some of the products in our Insulation and Roofing segments is dependent on a limited number of customers, who account for a significant portion of such sales. In 2023, we had one customer that represented 11% of our annual sales. The loss of key customers for these products, a consolidation of key customers or a significant reduction in sales to those customers, could significantly reduce our revenues from these products. In addition, if key customers experience financial pressure or

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ITEM 1A.			RISK FACTORS (continued)

~~consolidate~~In addition, ~~they~~we ~~could~~operate ~~attempt~~in tomany ~~demand~~parts ~~more~~of ~~favorable~~the ~~contractual~~world ~~terms,~~that ~~which~~have ~~would~~experienced ~~place~~governmental ~~additional~~corruption ~~pressure~~and onwe ~~our~~could ~~margins~~be adversely affected by violations of the Foreign Corrupt Practices Act (“FCPA”) and ~~cash~~similar ~~flows~~worldwide anti-corruption laws. ~~Lower~~The ~~demand~~FCPA ~~for~~and ~~our~~similar ~~products,~~anti-corruption ~~loss~~laws ofin ~~key~~other ~~customers~~jurisdictions generally prohibit companies and ~~material~~their ~~changes~~intermediaries from making improper payments to ~~contractual~~officials ~~terms~~for ~~could~~the ~~materially~~purpose ~~and~~of ~~adversely~~obtaining ~~impact~~or ~~our~~retaining business,. ~~financial~~Although ~~condition~~we mandate compliance with these anti-corruption laws and ~~results~~maintain ofan ~~operations.~~anti-corruption ~~Furthermore~~compliance program, ~~some~~these ofmeasures may not prevent our ~~sales~~employees ~~are~~or ~~concentrated~~agents infrom ~~certain~~violating ~~geographic~~these ~~areas~~laws. If we were found liable for violations of anti-corruption laws, ~~and~~we ~~market~~could ~~growth~~be ~~that~~liable isfor ~~skewed~~criminal toor civil penalties or other ~~geographic~~sanctions, ~~areas~~which ~~may~~could ~~negatively~~have a material adverse impact on our ~~rate~~business, offinancial ~~growth~~condition orand ~~market~~results ~~share.~~of operations.

~~Worldwide~~Our ~~economic~~sales ~~conditions~~may fall rapidly in response to declines in demand because of customer concentration in certain segments and ~~credit~~because ~~tightening~~we ~~could~~do ~~have~~not aoperate ~~material~~under ~~adverse~~long-term ~~impact~~volume onagreements ~~the~~to ~~Company~~supply our customers .

~~The~~Many ~~Company’s~~of ~~business~~our ~~may~~customer bevolume ~~materially~~commitments ~~and~~are ~~adversely~~short-term; ~~impacted~~therefore, bywe ~~changes~~do innot ~~United~~have ~~States~~a orsignificant ~~global~~manufacturing ~~economic~~backlog. ~~conditions~~As a result, ~~including~~we ~~global~~do ~~industrial~~not ~~production~~benefit ~~rates,~~from ~~inflation,~~the ~~deflation,~~visibility ~~interest~~provided ~~rates,~~by ~~availability~~long-term ofvolume ~~capital,~~contracts ~~consumer~~against ~~spending~~downturns ~~rates,~~in ~~energy~~customer ~~availability~~demand and ~~commodity~~sales. ~~prices~~Further, ~~trade~~we ~~laws~~are not able to immediately adjust our costs in response to declines in sales. Our ability to sell some of the products in our Insulation, Roofing, and ~~the~~Doors ~~effects~~segments is dependent on a limited number of ~~governmental~~customers, ~~initiatives~~who toaccount ~~manage~~for ~~economic~~a ~~conditions~~significant portion of such sales. ~~Changes~~In in2024, we had two customers that represented 13% and/ 11% of our annual net sales. The loss of one or ~~new~~more ~~laws~~of these key customers, ~~regulations~~a ~~and~~consolidation ~~policies~~of ~~that~~key ~~may~~customers beor ~~enacted~~a significant reduction in ~~the~~sales ~~United~~to ~~States~~those customers could significantly reduce our revenues from these products. In addition, if key customers experience financial pressure or ~~elsewhere~~consolidate, they could ~~also~~attempt ~~materially~~to ~~impact~~demand ~~economic~~more ~~conditions~~favorable ~~and~~contractual ~~the~~terms, ~~Company's~~which ~~business~~would place additional pressure on our margins and ~~results~~cash flows. Lower demand for our products, loss of ~~operations.~~key ~~These~~customers and material changes ~~and~~to ~~conditions~~contractual terms could materially and adversely impact ~~the~~our ~~Company’s operations~~business, financial condition and results of operations. 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 ~~liquidity,~~market ~~including:~~share.

~~•the~~We ~~financial~~face ~~stability~~significant ofcompetition ~~our customers or suppliers may be compromised, which could result~~ in ~~reduced~~the ~~demand~~markets ~~for~~we ~~our~~serve ~~products,~~and ~~additional~~we ~~bad~~may ~~debts~~not ~~for~~be ~~the~~able ~~Company~~to orcompete ~~non-performance by suppliers;~~successfully.

~~•one~~All ~~or more~~ of the ~~financial~~markets ~~institutions~~we ~~associated~~serve are highly competitive. We compete with manufacturers and distributors, both within and outside the United States. Some of our ~~credit~~competitors ~~facilities~~may ~~could~~have ~~cease~~superior tofinancial, ~~fulfill~~technical, ~~their~~marketing ~~funding~~and ~~obligations~~other resources. In some cases, we face competition from manufacturers in countries able to produce similar products at lower costs. Price competition or overcapacity may limit our ability to raise prices for our products, may force us to reduce prices and may also result in reduced levels of demand for our products and cause us to lose market share. We also face competition from the ~~amount~~introduction of ~~eligible~~new ~~receivables~~products ~~under~~or technologies, by competitors, that may address our ~~receivables~~customers’ ~~securitization~~needs ~~facility~~in a better manner, whether based on considerations of pricing, usability, effectiveness, sustainability, quality or other features or benefits. In addition, to effectively compete, we must continue to develop new products that meet changing consumer preferences and successfully develop, manufacture and market these new products. If we are not able to successfully commercialize our innovation efforts, we may lose market share. Our inability to effectively compete could ~~decrease~~result in the loss of customers and reduce the sales of our products, which could ~~materially~~have ~~and~~a ~~adversely~~material adverse impact on our ~~liquidity;~~business, financial condition and results of operations.

~~•it~~Although ~~may~~price ~~become~~is ~~more~~a ~~expensive~~significant orbasis ~~difficult~~of tocompetition ~~obtain~~in ~~financing~~our orindustry, ~~refinance~~we also compete on the ~~Company’s~~basis ~~debt~~of inon-time delivery and our reputation for quality and customer service. If we fail to maintain our current standards for product quality, the ~~future;~~scope of our distribution capabilities or our customer relationships, our reputation, financial condition, results of operations and cash flows could be adversely affected.

•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.

With the volatility in the current global economic climate, inflation and geopolitical events around the world, including the Russian invasion of Ukraine and the Israel-Hamas conflict, it is difficult for us to predict the complete impact of the foregoing matters on our business and results of operations.

Uncertainty about global economic conditions may also cause consumers of our products to reduce or postpone spending in response to tighter credit, negative financial news and/or declines in income or asset values. This could have a material adverse impact on the demand for our products and on our financial condition and operating results. A deterioration of economic conditions may exacerbate these adverse effects and could result in a wide-ranging and prolonged impact on general business conditions, thereby negatively impacting our operations, financial results and/or liquidity.

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.

We rely on information technology systems across our operations, including for management, supply chain and financial information and various other processes and transactions. Our ability to effectively manage our business depends on the security, reliability and capacity of these systems. Our information technology systems, some of which are dependent on services provided by third parties, may be vulnerable to damage, interruption, or shutdown due to any number of causes outside of our control such as catastrophic events, natural disasters, fires, power outages, systems failures, telecommunications failures, employee error or malfeasance, security breaches, computer viruses or other malicious codes, ransomware, unauthorized access attempts, denial of service attacks, phishing, hacking, and other cyberattacks. In addition, our operations in certain geographic locations may be particularly vulnerable to cybersecurity attacks or other problems. Any such damage, interruption, or shutdown could cause delays or cancellation of customer orders or impede the manufacture or shipment of products, processing of transactions or reporting of financial results. An attack or other problem with our systems could also result in the disclosure of proprietary information about our business or confidential information concerning our customers or employees, which could result in significant damage to our business and our reputation.

We have established a range of security measures that are designed to protect against the unauthorized access to and misappropriation of our information, corruption of data, intentional or unintentional disclosure of confidential information, or disruption of operations. However, advanced cybersecurity threats, such as malware, ransomware, and phishing attacks, attempts to access information, and other security breaches, are persistent and continue to evolve, making them increasingly difficult to identify and prevent. Protecting against these threats may require significant resources, and we may not be able to implement measures that will protect against all of the significant risks to our information technology systems. In addition, we rely on a number of third-party service providers to execute certain business processes and maintain certain information technology systems and infrastructure, and any breach of security on their part could impair our ability to effectively operate.

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ITEM 1A. RISK FACTORS (continued)

Any breach of our security measures, or those of our third-party service providers, could result in unauthorized access to and misappropriation of our information, corruption 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.

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. Our efforts to comply with privacy and data protection laws may impose significant costs and challenges that are likely to increase over time.

Our efforts in acquiring and integrating other businesses, establishing joint ventures, expanding our production capacity or divesting assets are subject to a number of risks.

Some of the ways we have historically grown or restructured our business have been through acquisitions, including our 2024 acquisition of Masonite, joint ventures, the expansion of our production capacity and divestitures, including the divestiture of our GR business. Our ability to grow or restructure our business depends upon our ability to identify, negotiate and finance suitable arrangements. 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. 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;

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ITEM 1A.			RISK 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.

Our failure to address these risks or other problems encountered in connection with our past or future acquisitions, including the ~~planned~~ acquisition of Masonite, investments and divestitures, including the divestiture of our GR business, could cause us to fail to realize the anticipated benefits of such transactions, incur unanticipated liabilities, and harm our business generally. 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. Future acquisitions and investments could also result in dilutive issuances of our equity securities, the incurrence of debt, contingent liabilities, or amortization expenses, or write-offs of goodwill, any of which could have a material adverse impact on our business, financial condition and results of operations. Also, the anticipated benefits of our investments may not materialize.

We ~~recently~~may ~~announced~~not ~~that~~realize wethe ~~have~~growth ~~decided~~opportunities ~~to review strategic alternatives for our global glass reinforcements business, consistent with our strategy to expand our building materials offering~~ and ~~focus~~cost onsynergies ~~products~~that ~~and applications where we can build market-leading positions. While a range of options~~ are ~~under~~anticipated ~~consideration,~~from ~~including a potential sale, spin-off or other strategic option, there can be no assurance that~~ the ~~strategic~~acquisition ~~review~~of ~~will result in any transaction or other outcome, or that we will realize our strategic and other objectives in connection with any such transaction or outcome~~Masonite.

WeThe ~~face~~benefits ~~significant~~that ~~competition~~are expected to result from the acquisition of Masonite will depend, in part, on our ability to realize the ~~markets~~anticipated wegrowth ~~serve~~opportunities and wecost ~~may~~synergies ~~not~~as a result of the acquisition. 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 ~~able~~no toassurance ~~compete~~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.

~~All~~Even ofif ~~the markets~~ we ~~serve~~ are ~~highly~~able ~~competitive.~~to Weintegrate ~~compete~~Masonite ~~with~~successfully, ~~manufacturers~~this ~~and~~integration ~~distributors,~~may ~~both~~not ~~within~~result ~~and~~in ~~outside~~ the ~~United~~realization ~~States. Some~~ of ~~our~~the ~~competitors~~full ~~may~~benefits ~~have~~of ~~superior~~the ~~financial,~~growth ~~technical,~~opportunities ~~marketing~~ and ~~other~~cost ~~resources.~~synergies Inthat ~~some cases,~~ we ~~face~~currently ~~competition~~expect from ~~manufacturers~~this inintegration, ~~countries~~and ~~able~~we tocannot ~~produce~~guarantee ~~similar~~that ~~products~~these atbenefits ~~lower~~will ~~costs.~~be ~~Price~~achieved ~~competition~~within oranticipated ~~overcapacity~~time ~~may~~frames ~~limit~~or ~~our~~at ~~ability~~all. toWhile ~~raise~~it ~~prices~~is ~~for~~anticipated ~~our~~that ~~products,~~certain ~~may~~expenses ~~force~~will usbe incurred to ~~reduce~~achieve ~~prices~~cost ~~and~~synergies, ~~may~~such ~~also~~expenses ~~result~~are indifficult ~~reduced~~to ~~levels~~estimate ofaccurately, ~~demand for our products~~ and ~~cause~~may usexceed tocurrent ~~lose market share~~estimates. WeAccordingly, ~~also~~the ~~face~~benefits ~~competition~~ from the ~~introduction~~acquisition ~~by competitors of new products or technologies that~~ may ~~address~~be ~~our~~offset ~~customers’~~by ~~needs~~costs inincurred ~~a better manner~~to, ~~whether based on considerations of pricing, usability, effectiveness, sustainability, quality~~ or ~~other~~delays ~~features or benefits. In addition~~in, tointegrating ~~effectively~~the businesses.

Worldwide economic conditions and credit tightening could have a material adverse impact on the Company.

The Company’s business may be materially and adversely impacted by changes in United States or global economic conditions, including inflation, deflation, interest rates, availability of capital, consumer spending rates, energy availability and commodity prices, trade laws, and the effects of governmental initiatives to manage economic conditions. Changes in and/or new laws, regulations and policies that may be enacted in the United States or elsewhere could also materially impact economic conditions and the Company's business and results of operations. 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.

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ITEM 1A.			RISK FACTORS (continued)

~~compete,~~With wethe ~~must~~volatility ~~continue~~in tothe ~~develop~~current ~~new~~global ~~products~~economic ~~that meet changing consumer preferences and successfully develop~~climate, ~~manufacture~~inflation and ~~market~~geopolitical ~~these~~events ~~new~~around ~~products.~~the ~~If we are not able to successfully commercialize our innovation efforts~~world, weit ~~may~~is ~~lose~~difficult ~~market~~for ~~share.~~us ~~Our inability~~ to ~~effectively~~predict ~~compete could result in~~ the ~~loss~~future impact of ~~customers and reduce~~ the ~~sales~~foregoing ofmatters ~~our products, which could have a material adverse impact~~ on our business, ~~financial condition~~ and results of operations.

Uncertainty about global economic conditions may also cause consumers of our products to reduce or postpone spending or purchase alternative products in response to tighter credit, negative financial news and/or declines in income or asset values. This could have a material adverse impact on the demand for our products and on our financial condition and operating results. A deterioration of economic conditions may exacerbate these adverse effects and could result in a wide-ranging and prolonged impact on general business conditions, thereby negatively impacting our operations, financial results and/or liquidity.

We rely on information technology systems, including information technology systems of our third-party business partners, across our operations, including for management, supply chain and financial information and various other processes and transactions. Our ability to effectively manage our business depends on the security, reliability and capacity of these systems. Our information technology systems, some of which are dependent on services provided by third parties, may be vulnerable to damage, interruption, or shutdown due to any number of causes outside of our control such as catastrophic events, natural disasters, fires, power outages, systems failures, telecommunications failures, employee error or malfeasance, security breaches, computer viruses or other malicious codes, ransomware, unauthorized access attempts, denial of service attacks, phishing or other social engineering attempts, hacking, and other cybersecurity incidents. Cybersecurity threat actors also may attempt to exploit vulnerabilities in software that is commonly used by companies in cloud-based services and bundled software. In addition, our operations in certain geographic locations may be particularly vulnerable to cybersecurity incidents or other problems. Any such damage, interruption, or shutdown could cause delays or cancellation of customer orders or impede the manufacture or shipment of products, processing of transactions or reporting of financial results. A cybersecurity incident or other problem with our systems could also result in the disclosure of proprietary information about our business or confidential information concerning our customers, suppliers or employees, which could result in significant damage to our business and our reputation.

We have established a range of security measures that are designed to protect against the unauthorized access to and misappropriation of our information, corruption or alteration of data, intentional or unintentional disclosure of confidential information, or disruption of operations. However, advanced cybersecurity threats, such as malware, ransomware, and phishing attacks, attempts to access information, and other security breaches, are persistent and continue to evolve, making them increasingly difficult to identify and prevent. Protecting against these threats requires significant resources, and is expected to continue to require significant resources, and we may not be able to implement measures that will protect against all of the significant risks to our information technology systems. In addition, we rely on a number of third-party business partners to execute certain business processes and maintain certain information technology systems and infrastructure, evaluate defenses and implement recommendations and any breach of security on their part could impair our ability to effectively operate.

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. 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.

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.

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, we may ultimately be unsuccessful in identifying or resolving issues, such as accuracy issues, cybersecurity risks, unintended biases, and discriminatory outputs, before they arise. AI is a new and emerging technology in early stages of commercial use and presents a number of risks inherent in its use, including, but not limited to, ethical considerations, public perception, intellectual property protection, regulatory compliance, privacy concerns and data security, all of which could have a material adverse effect on our business, results of operations and financial position. As a result, we cannot predict future developments in AI and related impacts to our business and our industry. If we are unable to successfully and accurately develop, integrate and use AI technology, as well as address the risks and challenges associated with AI, our business, results of operations and financial position could be negatively impacted. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our reputation, business, financial condition, and results of operations may be adversely affected.

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ITEM 1A.			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. 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. These risks include, but are not limited to, ethical considerations, public perception, intellectual property protection, regulatory compliance, privacy concerns and data security, all of which could have a material adverse effect on our business, results of operations and financial position. As a result, we cannot predict future developments in AI and related impacts to our business and our industry. If we are unable to successfully and accurately develop, integrate and use AI technology, as well as address the risks and challenges associated with AI, our business, results of operations and financial position could be negatively impacted. Additionally, if the content, analyses, or recommendations that AI applications assist in producing are or are alleged to be deficient, inaccurate, or biased, our reputation, business, financial condition, and results of operations may be materially adversely affected.

Climate change, weather conditions and storm activity could have a material adverse impact on our business, financial condition and results of operations.

Climate change could have an impact on several aspects of our business, financial condition and results of operations. Weather phenomena associated with climate change, such as flooding or altered storm activity, may impact our ability to operate our manufacturing facilities and corporate offices in some locations. For example, our Doors headquarters is located in Tampa, Florida, a coastal area that is susceptible to hurricanes and tropical storms. In addition, customer preferences for lower-carbon and more environmentally friendly solutions could impact demand for our products. 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.

Weather conditions and the level of severe storms can have a significant impact on the markets for residential and commercial construction, repair and improvement projects. 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 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. Additionally, severely low or high temperatures may lead to significant and immediate spikes in costs of natural gas, electricity and other commodities that could negatively affect our results of operations.

We ~~will~~may not be insured against ~~all~~ 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 facilities could be materially damaged by natural disasters such as floods, tornados, hurricanes, fires, earthquakes, pandemics or by theft or sabotage. 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.

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. We face an inherent business risk of exposure to product liability or other claims in the event our products are alleged to be defective or that the use of our products is alleged to have resulted in harm to others or to property. We may, in the future, incur liability if product liability lawsuits against us are successful. Moreover, any such lawsuits, whether or not successful, could result in adverse publicity to us, which could cause our sales to decline. We maintain insurance coverage to protect us against product liability claims, but that coverage may not be adequate to cover all claims that may arise or we may not be able to maintain adequate insurance coverage in the future at an acceptable cost. 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.

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ITEM 1A.			RISK FACTORS (continued)

For example, during the ~~use~~second quarter of ~~our~~2023, ~~products~~the isCompany’s ~~alleged~~subsidiary, toParoc ~~have~~Group ~~resulted~~OY (“Paroc”), which was acquired in ~~harm~~2018, tonotified ~~others~~the orappropriate toEuropean ~~property.~~maritime Weregulatory authorities that specific insulation products in its marine insulation product line may, not meet certain fire safety requirements in accordance with their certifications. Paroc voluntarily withdrew these specific products from the ~~future~~market, ~~incur~~issued ~~liability~~recalls, ifand ~~product~~suspended ~~liability~~distribution ~~lawsuits~~and ~~against~~sales usof ~~are~~these ~~successful~~products. ~~Moreover,~~Paroc ~~any~~is ~~such~~cooperating ~~lawsuits,~~with ~~whether~~the orapplicable ~~not~~regulatory ~~successful,~~and ~~could~~government ~~result~~authorities, inand ~~adverse~~continues ~~publicity~~ to ~~us,~~work ~~which~~with ~~could~~its ~~cause~~customers ~~our~~and ~~sales~~end-users to ~~decline~~assist with remediation. WeAlthough ~~maintain~~we ~~insurance~~established ~~coverage~~an toestimated ~~protect~~liability usfor ~~against~~expected ~~product~~future ~~liability~~costs ~~claims~~related to this matter, ~~but~~it is reasonably possible that ~~coverage~~additional ~~may~~product ~~not~~recall costs could be ~~adequate~~incurred tothat ~~cover~~exceed ~~all~~the ~~claims~~estimated liability by amounts that ~~may~~could ~~arise~~be ormaterial weto ~~may~~our ~~not~~consolidated befinancial ~~able~~statements. Due to ~~maintain~~these ~~adequate~~nonconformances, ~~insurance~~the ~~coverage~~Company inreviewed the ~~future~~Paroc atinsulation anproduct ~~acceptable~~portfolio. ~~cost~~The review has concluded. ~~Any~~In ~~liability~~addition ~~not~~to ~~covered~~addressing bythe ~~insurance~~recalled ormarine ~~that~~products, ~~exceeds~~the ~~our~~Company ~~established~~continues ~~reserves~~to ~~could~~assess ~~materially~~potential nonconformances related to certain ventilation duct and ~~adversely~~steel ~~impact~~beam ~~our~~insulation ~~business,~~products. ~~financial~~These ~~condition~~matters may also result in harm to our reputation and results of operations.

For example, during the second quarter of 2023, the Company’s subsidiary, Paroc Group OY (“Paroc”), 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. Paroc voluntarily withdrew these specific products from the market, issued recalls, and suspended distribution and sales of these products. Paroc is cooperating with the applicable regulatory and government authorities, and continues to work with its customers and end-users to assist with remediation. Although we established an estimated liability for expected future costs related to this matter, it is reasonably possible that additional product recall costs could be incurred that exceed the estimated liability by amounts that could be material to our consolidated financial statements. These actions may also result in harm to our reputation and results of operations.

In addition, consistent with industry practice, we provide warranties on many of our products. We may experience costs of warranty claims when the product is not performing to the satisfaction of the claimant even though it has not caused harm to others or property. We estimate our future warranty costs based on historical trends and product sales, but we may fail to accurately estimate those costs and thereby fail to establish adequate warranty reserves for them. Warranty claims are not insurable.

We may be subject to liability under and may make substantial future expenditures to comply with environmental and emerging product-based laws and regulations.

Our manufacturing facilities are subject to numerous foreign, federal, state and local laws and regulations relating to the presence of hazardous materials, pollution and the protection of the environment, including those governing emissions to air, discharges to water, use, storage and transport of hazardous materials, storage, treatment and disposal of waste, remediation of contaminated sites and protection of worker health and safety. We are also subject to laws, rules and regulations relating to certain raw materials used in our business or in our products.

Liability under these laws involves inherent uncertainties. Environmental liability estimates may be affected by changing determinations of what constitutes an environmental exposure or an acceptable level of cleanup. For example, remediation activities generally involve a potential range of activities and costs related to soil and groundwater contamination. This can include pre-cleanup activities, such as fact finding and investigation, risk assessment, feasibility studies, remedial action design and implementation (where actions may range from monitoring to removal of contaminants, to installation of longer-term remediation systems). 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. Change in required remediation procedures or timing of those procedures at existing legacy sites, or discovery of contamination at additional sites, could result in increases to our environmental obligations. Violations of environmental, health and safety laws are subject to civil, and, in some cases, criminal sanctions.

As a result of these uncertainties, we may incur unexpected interruptions to operations, fines, penalties or other reductions in income which could adversely impact our business, financial condition and results of operations. It is possible that new laws and regulations will specifically address climate change, toxic air emissions, ozone forming emissions and fine particulate matter. 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. 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. Although emerging in nature, an increasing number of 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.

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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 ~~other~~climate-related ~~laws~~disclosure ~~or regulations~~requirements, may materially impact demand for our products or our cost of doing business.

We believe ~~it is likely~~ that ~~the~~ongoing scientific and political ~~attention~~focus toon ~~issues concerning the extent and causes of~~ climate change ~~will~~may ~~continue,~~lead ~~with~~to new and more restrictive environmental laws and regulations ~~focusing~~in oncertain ~~environmental~~jurisdictions, ~~social~~which ~~and~~may ~~governance~~impact ~~(“ESG”) initiatives that could affect~~ our financial condition, results of operations, and cash flows. Foreign, federal, state and local regulatory and legislative bodies have enacted or proposed various legislative and regulatory measures relating to increased transparency and standardization of reporting matters that may include climate change, regulating GHG emissions, water usage, deforestation, recycling of plastic materials, and energy policies, including waste tax, and other governmental charges and mandates. As a result, we expect to be subject to overlapping, yet distinct, climate-related disclosure requirements in multiple jurisdictions. 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 ~~the SEC’s proposed~~ 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. In addition, judicial decisions or executive actions limiting the authority of regulatory agencies, or decisions impacting current regulations and policies implemented by such agencies, could create uncertainty regarding the regulatory landscape and impact the Company’s ability to plan for future investments. We could also face increased costs related to defending and resolving legal claims and other litigation related to climate change and the alleged impact of our operations on climate change. In addition, energy prices could increase as a result of climate change legislation or other environmental mandates, which could have an adverse effect on our results of operations.

In addition, from time to time, we establish targets, strategies and expectations related to climate change and other environmental matters. Our ability to achieve any such targets, strategies or expectations is subject to risks and uncertainties, many of which are outside of our control. These risks and uncertainties include, but are not limited to, our ability to execute our strategies and achieve our goals within the currently projected costs and expected timeframes, availability, use and success of on and off-site renewable energy, evolving regulatory and other standards, processes, and assumptions, the pace of scientific and technological developments, increased costs and availability of requisite financing, market trends that may alter business opportunities, the conduct of third-party manufacturers and suppliers, constraints or disruptions to our supply chain, and changes in carbon markets. 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.

Our intellectual property rights may not provide meaningful commercial protection for our products or brands and third parties may assert that we violate their intellectual property rights, which could have a material adverse impact on our business, financial condition and results of operations.

We rely on our intellectual property, including numerous patents, trademarks, trade secrets, confidential information, as well as our licensed intellectual property, to differentiate our products and brands in the marketplace. We monitor and protect against activities that might infringe, dilute, or otherwise harm our intellectual property and rely on the laws of the United States and other countries to protect our rights. However, in some instances, we may be unaware of unauthorized use of our intellectual property. To the extent we cannot protect our innovations or are unable to enforce our intellectual property rights, unauthorized use and misuse of our intellectual property or innovations could harm our competitive position and have a material adverse impact on our business, financial condition and results of operations. In addition, the laws of some foreign jurisdictions provide less protection for our proprietary rights than the laws of the United States and we therefore may not be able to effectively enforce our intellectual property rights in these jurisdictions. If we are unable to maintain certain exclusive licenses, our brand recognition and sales could be adversely impacted. Current employees, contractors and suppliers have, and former employees, contractors and suppliers may have, access to trade secrets and confidential information regarding our operations that could be disclosed improperly and in breach of contract to our competitors or otherwise used to harm us.

Third parties may also claim that we are infringing upon their intellectual property rights. If we are unable to successfully defend or license such alleged infringing intellectual property or if we are required to substitute similar technology from another source, our operations could be adversely affected. Even if we believe that such intellectual property claims are without merit, defending such claims can be costly, time consuming and require significant resources. 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.

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ITEM 1A.			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.

In the ordinary course of business, we are subject to various legal and regulatory proceedings, which may include but are not limited to those involving antitrust, tax, trade, environmental, intellectual property, data privacy and other matters, including general commercial litigation. Any claims raised in legal and regulatory proceedings, whether with or without merit, could be time consuming and expensive to defend and could divert management’s attention and resources. Additionally, the outcome of legal and regulatory proceedings may differ from our expectations because the outcomes of these proceedings are often difficult to predict reliably. Various factors and developments can lead to changes in our estimates of liabilities and related insurance receivables, where applicable, or may require us to make additional estimates, including new or modified estimates, that may be appropriate due to a judicial ruling or judgment, a settlement, regulatory developments or changes in applicable law. A future adverse ruling, settlement or unfavorable development could result in charges that could have a material adverse effect on our results of operations in any particular period.

In accordance with customary practice, we maintain insurance against some, but not all, of these potential claims. In the future, we may not be able to maintain insurance at commercially acceptable premium levels. In addition, the levels of insurance we maintain may not be adequate to fully cover any and all losses or liabilities. 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.

AtIn ~~December~~connection ~~31,~~with ~~2023,~~our weacquisition ~~had total debt~~ of ~~approximately~~Masonite, ~~$3.0~~we ~~billion.~~significantly Onincreased ~~February~~our 8,outstanding ~~2024~~indebtedness, weincluding ~~entered~~the ~~into~~issuance aof ~~definitive~~$2.0 billion ~~agreement~~of tosenior ~~acquire~~notes. ~~Masonite~~At ~~International~~December ~~Corporation~~31, ~~("Masonite")~~2024, ~~subject~~we tohad ~~the~~total ~~satisfaction~~debt ~~or waiver~~ of ~~specified conditions. We expect to incur~~ approximately $35.01 billion. ofAs ~~debt to pay~~ a ~~substantial~~result, ~~portion~~our ofdebt ~~the~~service ~~purchase~~obligations ~~price~~ for ~~the~~2025 ~~acquisition~~and ofbeyond ~~Masonite,~~have asincreased ~~well~~from asprior ~~assume up to $875 million of Masonite’s senior unsecured notes~~amounts.

Our debt level and degree of leverage, ~~particularly if we complete the Masonite acquisition,~~ 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.

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. 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.

Downgrades of our credit ratings could adversely impact us.

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. A downgrade in our debt rating could result in increased interest on our existing variable interest rate debt, increased interest and other expenses for future borrowings, and reduced ability for our suppliers to utilize supply chain financing programs. Downgrades in our debt rating could also restrict our access to capital markets and affect the value and marketability of our outstanding senior notes.

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ITEM 1A.			RISK FACTORS (continued)

interest rate debt, increased interest and other expenses for future borrowings, and reduced ability for our suppliers to utilize supply chain financing programs. 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.

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. We are limited in our ability to reduce fixed costs quickly in response to reduced demand for our products and these fixed costs may not be fully absorbed, resulting in higher average unit costs and lower gross margins if we are not able to offset this higher unit cost with price increases. Alternatively, we may be limited in our ability to quickly respond to unanticipated increased demand for our products, which could result in an inability to satisfy demand for our products and loss of market share.

Our ongoing efforts to increase productivity and reduce costs may not result in anticipated savings in operating costs.

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. These estimates and assumptions are subject to significant economic, competitive, legal and other uncertainties, some of which are beyond our control. If these estimates and assumptions are incorrect, if we experience delays, or if other unforeseen events occur, our business, financial condition and results of operations could be adversely impacted.

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. 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 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. 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.

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.

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.

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.

If we were required to write down all or part of our goodwill or other indefinite-lived intangible assets, our results of operations or financial condition could be materially adversely affected in a particular period.

Declines in our business may result in an impairment of our tangible and intangible assets, which could result in a material non-cash charge. A significant or prolonged decrease in our market capitalization, including a decline in stock price, a negative long-term performance outlook, or an increase in discount rates could result in an impairment of our tangible and intangible assets which results when the carrying value of the Company’s assets exceed their fair value.

At least annually, we assess our goodwill and intangible assets for impairment. When we utilize a discounted cash flow methodology to calculate the fair value of our reporting units, weak demand for a specific product line or business could result in an impairment.

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ITEM 1A.			RISK FACTORS (continued)

As a result of the acquisition of Masonite in an2024, ~~impairment~~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. 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.

HUMAN CAPITAL RISKS

We depend on our senior management team and other skilled and experienced personnel to operate our business effectively, and the loss of any of these individuals or the failure to attract additional qualified personnel could adversely impact our business, financial condition and results of operations.

We are highly dependent on the skills and experience of our senior management team and other skilled and experienced personnel. These individuals possess sales, marketing, manufacturing, logistical, financial, business strategy and administrative skills that are important to the operation of our business. 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. The current and future labor markets may impact our ability to retain these individuals.

Labor shortages and increased turnover rates, increased employee-related costs, and labor disputes could have a material adverse impact on our operations, results of operations, liquidity and cash flows.

Our operations depend on the availability and relative costs of labor and maintaining good relations with our personnel and the labor unions. Several factors have had and may continue to have adverse effects on the labor force available to us, including general economic uncertainty, government regulations, laws and regulations related to workers’ health and safety, inflation, wage and hour practices and immigration. Labor shortages and increased turnover rates within our personnel have led to and could in the future lead to increased costs, such as increased costs associated with training new employees and increased wage rates to attract and retain employees. An overall or prolonged labor shortage, lack of skilled labor, increased turnover or labor inflation could have a material adverse impact on our operations, results of operations, liquidity and cash flows.

We are also subject to the risk that labor strikes or other types of conflicts with personnel may arise or that we may become the subject of union organizing activity at additional facilities. Renewal of collective bargaining agreements typically involves negotiation, with the potential for work stoppages or increased costs at affected facilities.

We may incur rationalization costs and there can be no assurance that our efforts to reduce costs will be successful.

We continually review our manufacturing operations to address market conditions and have reorganized portions of our operations from time to time. We expect to continue to implement initiatives necessary or desirable to improve our business portfolio, address underperforming assets, improve our cost structure, and generate additional cash. The optimization of our manufacturing operations and cost savings programs involve substantial planning and may require additional capital investment, consolidation, integration and upgrading of facilities, functions and systems. These actions could result in a decrease in our short-term earnings as a result of restructuring charges and related impairments and other expenses, including severance costs.

While we expect these initiatives to result in profit opportunities and savings throughout our organization, our estimated profits and savings are based on assumptions that may prove to be inaccurate, and as a result, there can be no assurance that we will realize profits and cost savings or that, if realized, these profits and cost savings will be sustained. 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.

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ITEM 1A.			RISK FACTORS (continued)

Significant changes in the factors and assumptions used to measure our defined benefit plan obligations, actual investment returns on pension assets and other factors could have a negative impact on our financial condition or liquidity.

We have certain defined benefit pension plans and other post-employment benefit (“OPEB”) plans. Our future funding requirements for defined benefit pension and OPEB plans depend upon a number of factors and assumptions, including our actual experience against assumptions with regard to interest rates used to determine funding levels, return on plan assets, benefit levels, participant experience (e.g., mortality and retirement rates), health care cost trends, and applicable regulatory changes. To the extent actual results are less favorable than our assumptions, there could be a material adverse impact on our financial condition and results of operations.

Additional risks exist due to the nature and magnitude of our investments, including the implementation of or changes to the investment policy, insufficient market capacity to absorb a particular investment strategy or high-volume transactions, and the inability to quickly rebalance illiquid and long-term investments.

If our cash flows and capital resources are insufficient to fund our pension or OPEB obligations, we could be forced to reduce or delay investments and capital expenditures, seek additional capital, or restructure or refinance our indebtedness.

RISKS RELATED TO OUR PLANNED ACQUISITION OF MASONITE

Our planned acquisition of Masonite may not occur at all or may not occur in the expected time frame, which may negatively affect the trading prices of our stock and our future business and financial results.

Completion of the planned acquisition of Masonite is subject to the satisfaction or waiver of customary and other closing conditions. The acquisition is not assured and is subject to risks and uncertainties, including the risk that the necessary regulatory approvals or shareholder approval will not be obtained or that other closing conditions will not be satisfied. We cannot predict whether and when such approvals will be received, or such conditions will be satisfied.

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ITEM 1A. RISK FACTORS (continued)

Our obligation to complete the planned acquisition of Masonite is not subject to a financing condition.

Our obligation to complete the planned acquisition of Masonite is not subject to a financing condition. We have obtained committed financing for $3.0 billion to pay a substantial portion of the purchase price for the acquisition of Masonite. If any of the banks in the committed financing facility are unable to perform their commitments, we may be required to finance a portion of the purchase price of the planned acquisition at interest rates higher than currently expected.

We may not realize the growth opportunities and cost synergies that are anticipated from the planned acquisition of Masonite.

The benefits that are expected to result from the planned acquisition of Masonite will depend, in part, on our ability to realize the anticipated growth opportunities and cost synergies as a result of the planned acquisition. 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.

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. For example, we may not be able to eliminate duplicative costs. Additionally, we may incur substantial expenses in connection with the integration of Masonite. 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 planned acquisition may be offset by costs incurred to, or delays in, integrating the businesses.

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

The market price of our common stock is subject to volatility.

The market price of our common stock could be subject to wide fluctuations in response to numerous factors, many of which are beyond our control. These factors include actual or anticipated variations in our operational results and cash flow, our earnings relative to our competition, changes in financial estimates by securities analysts, trading volume, sales by holders of large amounts of our common stock, short selling, market conditions within the industries in which we operate, seasonality of our business operations, the general state of the securities markets and the market for stocks of companies in our industry, governmental legislation or regulation and currency and exchange rate fluctuations, as well as general economic and market conditions, such as recessions.

We are a holding company with no operations of our own and depend on our subsidiaries for cash.

As a holding company, most of our assets are held by our direct and indirect subsidiaries and we will primarily rely on dividends and other payments or distributions from our subsidiaries to meet our debt service and other obligations and to enable us to pay dividends. 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.

Provisions in our amended and restated certificate of incorporation and bylaws or Delaware law may discourage, delay or prevent a change in control of the Company or changes in our management and therefore depress the trading price of our common stock.

Our amended and restated certificate of incorporation and bylaws contain provisions that could depress the trading price of our common stock through provisions that may discourage, delay or prevent a change in control of the Company or changes in our management that our stockholders may deem advantageous.

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.

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ITEM 1A. RISK FACTORS (continued)

Dividend payments on our common stock are not guaranteed and are declared at the discretion of our Board of Directors.

Since February 2014, our Board of Directors has declared a quarterly dividend on our common stock. The payment of any future cash dividends to our stockholders is not guaranteed and will depend on decisions that will be made by our Board of Directors and will depend on then-existing conditions, including our operating results, financial conditions, contractual restrictions, corporate law restrictions, capital agreements, applicable laws of the State of Delaware and business prospects.

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ITEM 1B.			UNRESOLVED STAFF COMMENTS

None.

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ITEM 1C.			CYBERSECURITY

Risk Management and Strategy

We have a range of security measures that are designed to protect against the unauthorized access to and misappropriation of our information, corruption of data, intentional or unintentional disclosure of confidential information, or disruption of operations. These security measures include controls, security processes and monitoring of our manufacturing systems. 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 ~~cyber-~~cybersecurity incident response and reporting processes.

Our cybersecurity strategy includes defense in depth, zero trust, and standards-based controls intended to protect our information technology systems. We perform incident response tabletop exercises that include members of the Company’s senior management team to validate, test, and assess the effectiveness and adequacy of certain roles and decision-making processes in the event of a cybersecurity incident. We also assess, identify, and manage ~~cyber~~cybersecurity risk associated with divestiture and merger and acquisition activities.

The oversight of our cybersecurity risk management process is integrated into our overall risk management process. The risk committee is responsible for overseeing and monitoring our risk assessment and mitigation-related actions, including with respect to cybersecurity risks. The risk committee is not a committee of our Board of Directors. It is a cross-functional committee that includes members across many areas of expertise and is structurally independent of our business lines. The risk committee’s membership is designed to provide diversity of thought and perspective related to risk, including cybersecurity risks. The risk committee identifies risks and mitigation strategies, and it provides key updates to executive officers and the Audit Committee of our Board of Directors.

We use third-party service providers to execute certain business processes, maintain certain information systems and infrastructure, evaluate defenses, and implement recommendations. 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.

Although we experience cybersecurity incidents from time to time as part of our operations, we have not ~~experienced~~identified any ~~information~~risks ~~security~~from ~~breach~~cybersecurity threats, including as a result of previous cybersecurity incidents, that have had, or isare reasonably likely to have, a material impact on our business strategy, results of operations or financial condition. Any breach of our security measures, or those of our third-party service providers, could result in unauthorized access to and misappropriation of our information, corruption of data or disruption of systems, operations or transactions, any of which could have a material adverse effect on our business strategy, results of operations or financial condition. See “Item 1A. Risk Factors” onof ~~page~~this 9Annual ofReport ~~this~~on Form 10-K for further discussion of the risks related to cybersecurity threats.

Governance

The Board of Directors is responsible for overseeing risk for the Company and has delegated to the Audit Committee responsibility for overseeing the cybersecurity risk management strategy for the Company. The Audit Committee receives regular updates on our cybersecurity risk management process from members of management, including our Chief Information Officer (“CIO”). The Audit Committee ~~review~~reviews our comprehensive cybersecurity framework, including reviewing our cybersecurity reporting protocol that provides for the notification, escalation and communication of significant cybersecurity events to a crisis management team and appropriate levels of management, including our CIO, as well as to the Audit Committee. 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.

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. The information security organization is comprised of internal Owens Corning employees and external security suppliers who provide security monitoring and response. Our Global Information Services team is regularly engaged in cybersecurity training and awareness and incorporates relevant reviews in technology design and development. 19

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ITEM 1C.			CYBERSECURITY (continued)

~~Our~~The ~~CIO~~Company’s ~~has~~cybersecurity 19program ~~years~~is ofoverseen ~~experience~~by inour ~~the~~CIO, who is responsible for global information technology ~~industry~~, including ~~engagement~~cybersecurity. ~~with~~Our Vice President, Global Information Security, is primarily responsible for assessing and managing material risks from cybersecurity ~~strategy~~threats, including monitoring the measures used for prevention, detection, mitigation and ~~oversight~~remediation of cybersecurity incidents. Our CIO ~~reports~~is ~~directly~~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 ~~Chief~~CIO ~~Executive~~and ~~Officer~~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. Our Global Information Services team is regularly engaged in cybersecurity training and awareness and incorporates relevant reviews in technology design and development.

Our ~~Vice~~CIO ~~President, Global Information Security~~ has 2720 years of experience in the ~~cybersecurity~~information technology industry, including ~~previous~~engagement ~~experience~~with incybersecurity ~~the~~strategy ~~U.S. Air Force, consulting,~~ and 21oversight. ~~years~~Our ~~with~~CIO ~~Owens Corning, and~~ reports directly to our ~~CIO~~Chief Executive Officer.

~~Table~~Our Vice President, Global Information Security has 28 years of ~~Contents~~experience in the cybersecurity industry, including previous experience in the U.S. Air Force, consulting, and 22 years with Owens Corning, and reports directly to our CIO.

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ITEM 2.			PROPERTIES

~~Roofing~~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. It 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. The following table summarizes manufacturing facilities by reportable segment and geographical region:

Our Roofing segment operates out of 33 manufacturing facilities. This number separately counts multiple roofing and asphalt manufacturing facilities that are located at the same site. In connection with our exit of the Protective Packaging business, the Company has ceased operations at the Qingdao, China facility. Principal manufacturing facilities for our Roofing segment, all of which are owned by the Company, include the following:


	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

~~Brookville,~~The ~~Indiana~~capacity ~~Minneapolis,~~of ~~Minnesota~~each ~~Denver,~~plant ~~Colorado~~varies ~~Portland,~~depending ~~Oregon~~upon ~~Irving,~~product ~~Texas~~mix. ~~Savannah,~~We ~~Georgia~~believe ~~Kearny,~~that ~~New~~these ~~Jersey~~properties ~~Silvassa,~~are ~~India~~in ~~Medina,~~good ~~Ohio~~condition ~~Summit,~~and ~~Illinois~~well ~~Memphis~~maintained, ~~Tennessee~~and are suitable and adequate to carry on our business.

Insulation

Our Insulation segment operates out of 41 manufacturing facilities. The Company ceased operations at the Wabash, Indiana facility in the fourth quarter of 2023. Principal manufacturing facilities for our Insulation segment, all of which are owned by the Company, include the following:

Delmar, New York Rockford, Illinois Edmonton, Alberta, Canada Sedalia, Missouri Fairburn, Georgia Tallmadge, Ohio Guangzhou, Guandong, China Tessenderlo, Belgium Hällekis, Sweden Toronto, Ontario, Canada Joplin, Missouri Trzemeszno, Poland Kansas City, Kansas Vilnius, Lithuania Mexico City, Mexico Waxahachie, Texas Newark, Ohio

Composites

Our Composites segment operates out of 29 manufacturing facilities. Principal manufacturing facilities for our Composites segment, all of which are owned by the Company, include the following:

Aiken, South Carolina Hangzhou, China Amarillo, Texas Jackson, Tennessee Anderson, South Carolina Kimchon, Korea Apeldoorn, The Netherlands L’Ardoise, France Danville, Illinois Rio Claro, Brazil Fort Smith, Arkansas Taloja, India Gastonia, North Carolina Tlaxcala, Mexico

We believe that these properties are in good condition and well maintained, and are suitable and adequate to carry on our business. The capacity of each plant varies depending upon product mix.

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. It 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.

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ITEM 3.			LEGAL PROCEEDINGS

Environmental Legal Proceedings

None.

Litigation, Other Regulatory Proceedings and Environmental Matters

Additional information required by this item is incorporated by reference to Note 1617, Contingent Liabilities and Other Matters.


ITEM 4.			MINE SAFETY DISCLOSURES

Not applicable.

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INFORMATION ABOUT OUR EXECUTIVE OFFICERS

The name, age and business experience during the past five years of Owens Corning’s executive officers ~~as of January 1, 2024~~ are set forth below. Each executive officer holds office until his or her successor is elected and qualified or until his or her earlier resignation, retirement or removal. 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*
Gina A. Beredo (49)						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)
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)
Brian D. Chambers (57)						Board Chair, President and Chief Executive Officer since April 2020; formerly President and Chief Executive Officer (2019); formerly President and Chief Operating Officer (2018)
Gina A. 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)
Nicolas Del Monaco (46)						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)
Brian D. Chambers (58)						Board Chair, President and Chief Executive Officer since April 2020; formerly President and Chief Executive Officer (2019)
Mari K. Doerfler (41)						Vice President and Controller since April 2023; formerly Assistant Controller (2021); formerly Americas Accounting Director (2019); formerly Global Internal Controls Leader (2016)
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)
Todd W. Fister (49)						Executive Vice President and Chief Financial Officer since September 2023; formerly President, Insulation (2019); formerly Vice President of Global Insulation and Strategy (2019); formerly Vice President and Managing Director for Europe Insulation and Global Foamglas® (2018)
Mari K. Doerfler (42)						Vice President and Controller since April 2023; formerly Assistant Controller (2021); formerly Americas Accounting Director (2019)
José L. Méndez-Andino (50)						Executive Vice President, Chief Research and Development Officer since April 2021; formerly Vice President of Science and Technology for Insulation and Roofing (2019); formerly Vice President of Science and Technology for Insulation (2015)
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)
Paula J. Russell (46)						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); formerly Vice President of Total Rewards and Center of Excellence (2018)
José L. Méndez-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)
Marcio A. Sandri (60)						President, Composites since May 2018
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. Smith (50)						President, Roofing since August 2018
Gunner S. 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.

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Part II


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 920, ~~2024~~2025 was 55.

Cash Dividends

The payment of any future cash dividends to our stockholders will depend on decisions that will be made by our Board of Directors and will depend on then existing conditions, including our operating results, financial conditions, contractual restrictions, corporate law restrictions, capital agreements, applicable laws of the State of Delaware and business prospects.

Under the credit agreement applicable to our senior revolving credit facility, the Company may not declare a cash dividend if a default or event of default exists or would come to exist at the time of declaration or if a dividend declaration violates the provisions of our formation documents or other material agreements.

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.

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, ~~2023~~2024:

Period	Total Number ofShares (or Units)Purchased*	Average PricePaid per Share(or Unit)		Total Number ofShares (or Units)Purchased as Part ofPublicly AnnouncedPlans or Programs**	Maximum Number ofShares (or Units) thatMay Yet BePurchased Under thePlans or Programs**
October 1-31, 2023	1,001	$	132.31	—	10,767,634
October 1-31, 2024	6,190	$	178.52	—	6,863,687
November 1-30, 2023	1,492,377	129.00		1,485,065	9,282,569
November 1-30, 2024	425,787	194.78		422,211	6,441,476
December 1-31, 2023	344,062	143.08		337,367	8,945,202
December 1-31, 2024	91,551	198.59		89,370	6,352,106
Total	1523,~~837,440~~528	$	~~131~~195.6425	1511,~~822,432~~581	~~8,945,202~~

* The Company retained 1511,~~008~~947 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted stock units granted to our employees.

** ~~The~~On December 1, 2022, the Board of Directors approved ~~two~~a new share repurchase ~~programs~~program ~~in 2022~~ under which the Company is authorized to repurchase up to an aggregate of 2010 million shares of the Company's outstanding common stock (the “Repurchase Authorization”). The Repurchase Authorization enables the Company to repurchase shares through the open market, privately negotiated or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company's discretion. The Company repurchased 10.85 million shares of its common stock for $~~238~~101 million, inclusive of applicable taxes, during the three months ended December 31, ~~2023~~2024 under the Repurchase Authorization. As of December 31, ~~2023~~2024, 86.94 million shares remain available for repurchase under the Repurchase Authorization.

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ITEM 5.			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 onbelow ~~this page~~ 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, ~~2018~~2019, and that all quarterly dividends were reinvested. The total cumulative dollar returns shown on the graph represent the value that such investments would have had on December 31, ~~2023~~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. 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.

Performance Graph

	2018		2019		2020		2021		2022		2023
	2019		2020		2021		2022		2023		2024
OC	$	100	$	~~151~~118	$	~~178~~143	$	~~215~~137	$	~~206~~242	$	~~365~~283
S&P 500	$	100	$	~~131~~118	$	~~156~~152	$	~~200~~125	$	~~164~~158	$	~~207~~197
Peer Group	$	100	$	~~140~~122	$	~~171~~167	$	~~235~~118	$	~~166~~159	$	~~222~~175

The peer group index is comprised of the following companies: A.O. 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; ~~Masonite International 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.

With the acquisition of Masonite, Masonite International Corporation has been removed from the peer group index for all years presented.


ITEM 6.			RESERVED

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ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis (“MD&A”) is intended to help investors understand Owens Corning, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes thereto contained in this ~~report~~Annual Report on Form 10-K. Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we,” “its,” and “our” in this Annual Report on Form 10-K refer to Owens Corning and its subsidiaries.

This section of this Annual Report on Form 10-K generally discusses ~~2023~~2024 and ~~2022~~2023 items and year-to-year comparisons between ~~2023~~2024 and ~~2022~~2023. Discussions of ~~2021~~2022 items and year-to-year comparisons between ~~2022~~2023 and ~~2021~~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, ~~2022~~2023.

GENERAL

Owens Corning is a ~~global~~residential ~~building~~ and ~~construction~~commercial ~~materials~~building products leader committed to building a sustainable future through material innovation. The Company has ~~three~~four ~~reporting~~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.

EXECUTIVE OVERVIEW

Net earnings attributable to Owens Corning were $~~1,196~~647 million in ~~2023~~2024, compared to $1,~~241~~196 million in ~~2022~~2023. The Company generated $12,~~805~~038 million in adjusted earnings before interest and taxes (“Adjusted EBIT”) in ~~2023~~2024 compared to $1,~~762~~805 million in ~~2022~~2023. See the Adjusted Earnings Before Interest and Taxes paragraph of the MD&A for further information regarding Adjusted EBIT, including the reconciliation to net earnings attributable to Owens Corning. Segment earnings before interest and taxes (“EBIT”) performance compared to ~~2022~~2023 increased $~~343~~124 million in our Roofing segment, increased $763 million in our Insulation segment and decreased $~~256~~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. Within our Corporate, Other and Eliminations category, General corporate expenses and other increased by $5126 million.

~~Cash~~Glass ~~and~~Reinforcements cash equivalents were $1.6 billion as of December 31, 2023, compared to $1.1 billion as of December 31, 2022. In 2023, the Company's operating activities provided $1,719 million of cash flow, compared to $1,760 million in 2022.Divestiture

On February 8 13, ~~2024~~2025, the Company entered into a definitive agreement tofor ~~purchase~~the ~~all~~sale of ~~the~~our ~~outstanding~~global ~~shares~~glass ofreinforcements ~~Masonite.~~(“GR”) ~~The~~business for a purchase price ~~for~~of ~~the~~approximately ~~acquisition~~$436 ofmillion, ~~Masonite~~less iscosts ~~approximately~~to $3sell.9 ~~billion~~The inGR ~~cash~~business, ~~which~~part weof ~~expect~~the toCompany’s ~~fund~~Composites ~~with~~segment, ~~cash~~manufactures, onfabricates, ~~hand~~ and ~~new~~sells ~~committed~~glass ~~financing. Masonite~~fiber isreinforcements for a ~~leading~~wide ~~global~~variety ~~designer~~of applications in wind energy, ~~manufacturer~~infrastructure, ~~marketer~~industrial, transportation and ~~distributor~~consumer ofmarkets. ~~interior~~In ~~and~~2024, ~~exterior~~the ~~doors~~GR ~~and~~business ~~door~~generated ~~systems~~annual ~~for~~revenues ~~the~~of ~~new~~approximately ~~construction~~$1.1 ~~and~~billion. ~~repair,~~The ~~renovation~~sale ~~and~~will ~~remodeling~~complete ~~sectors~~Owens ofCorning’s ~~the~~review ~~residential~~of ~~and~~strategic ~~non-residential~~alternatives ~~building~~for ~~construction~~the ~~markets.~~business, ~~The~~announced ~~transaction~~on ~~was~~February 9, ~~unanimously~~2024, ~~approved~~and byaligns with the ~~board~~strategy ofto ~~directors~~reshape ofthe ~~both~~Company ~~companies~~to ~~and~~focus ison ~~expected~~residential toand ~~close~~commercial ~~mid-2024,~~building ~~subject~~products toin ~~regulatory~~North America and ~~other~~Europe. ~~customary~~During ~~closing conditions~~2024, ~~including~~ the ~~approval~~Company incurred $46 million of ~~Masonite~~costs ~~shareholders.~~related to this review.

OnThe ~~February~~transaction 9,is ~~2024,~~expected ~~the Company announced the decision~~ to ~~review~~close ~~strategic~~in ~~alternatives~~2025 ~~for~~and ~~its~~is ~~global~~subject ~~glass reinforcements (“GR”) business, consistent with our strategy~~ to ~~focus~~customary onregulatory ~~building~~approvals and ~~construction~~other ~~materials~~conditions. The GRCompany ~~business,~~expects ~~which~~to ~~operates~~incur ~~within our Composites segment, supplies~~ a ~~wide~~material ~~variety~~loss ofon ~~glass~~disposal ~~fiber~~which ~~products~~cannot for applications in wind energy, infrastructure, industrial, transportation, and consumer markets. The GR business generates annual revenues of approximately $1.3 billion and has operations in 11 countries, with 18 manufacturing facilities. While a range of options are under consideration, including a potential sale, spin-off or other strategic option, there can be noestimated ~~assurance~~at ~~that~~this ~~the strategic review will result in any transaction or other outcome~~time.

InThe ~~the~~transaction ~~fourth~~represents ~~quarter~~a ofstrategic ~~2023,~~shift ~~the~~that ~~Company~~has ~~entered~~a ~~into~~major ~~two~~effect ~~agreements~~on ~~to purchase non-participating annuity contracts from insurance companies to transfer $291 million of~~ the Company's ~~outstanding~~operations ~~pension~~and ~~projected~~financial ~~benefit~~results ~~obligations related to certain U.S.~~ and ~~non-U.S.~~therefore, ~~pension~~beginning ~~plans.~~with ~~These~~the ~~transactions~~quarterly ~~were~~report ~~funded~~on ~~with~~Form ~~pension~~10-Q ~~plan~~for ~~assets~~the ofperiod ~~$268 million.~~ending AsMarch a31, ~~result of these transactions~~2025, the ~~Company~~GR ~~recognized~~business’ afinancial ~~pre-tax~~results ~~settlement~~will ~~charge~~be ofreflected ~~$145 million~~ in the ~~fourth~~Company’s ~~quarter~~consolidated offinancial ~~2023~~statements ~~from~~as ~~the~~discontinued ~~accelerated~~operations ~~recognition~~for ofall aperiods ~~pro rata portion of plan actuarial losses~~presented. ~~This~~The ~~charge~~Company ~~was~~intends ~~recorded~~to inreorganize ~~Non-operating~~its ~~expense~~operations ~~(income),~~and ~~net~~reporting onstructure ~~the~~and ~~Consolidated~~begin ~~Statements~~to ofmanage ~~Earnings.~~its ~~These~~operations ~~transactions~~under ~~did~~three ~~not~~reporting ~~have a material effect on the plans' funded statuses~~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. The comparison indicated that the GR asset group was not recoverable. 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. 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.

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ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~During~~Assets ~~the~~Held second quarter of 2023, the Company’s subsidiary, Paroc Group OY (“Paroc”), which the Company acquired in 2018, notified the appropriate European maritime regulatory authorities that specific products in its marine insulation product line may not meet certain fire safety requirements in accordance with their certifications. Paroc voluntarily withdrew these specific products from the market, issued recalls, and suspended distribution and sales of these products. Paroc continues to cooperate with the applicable regulatory and government authorities and work with its customers and end-users to assist with remediation. During 2023, the Company established an estimated liability for ~~expected future costs related to the marine recall on our Consolidated Balance Sheet as of December 31, 2023.~~ Sale

AsOn ~~part~~November of4, 2024, the Company entered into a related party agreement to sell its ~~review~~building materials business in China and Korea to a member of the ~~Paroc~~business’ ~~insulation~~management ~~product portfolio~~team, meeting the ~~Company~~assets ~~discovered~~held ~~potential~~for ~~nonconformances~~sale ~~relating~~criteria. toThe ~~certain~~transaction ~~ventilation~~includes ~~duct~~six insulation ~~products~~manufacturing facilities in China and a roofing manufacturing facility in Korea. In ~~January~~The ~~2024~~building materials business, ~~Paroc~~within ~~suspended~~the ~~sales~~Insulation segment, represents annual revenues of ~~the~~approximately ~~affected~~$130 million. ~~insulation~~The ~~products~~Company reclassified $2 million as aheld ~~precautionary~~for ~~measure~~sale ~~while~~within itOther ~~reviews~~current liabilities on the ~~potential~~Consolidated ~~nonconformances~~Balance Sheets. 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 ~~continuing~~expected ~~its~~to ~~review~~close mid-2025, and any additional loss on disposal is expected to be immaterial.

InMasonite May 2023, the Company made the decision to exit the Protective Packaging business within the Roofing segment, including the production and sale of wood packaging, metal packaging and custom products. Exiting Protective Packaging will allow the Company to focus resources on the growth of its building materials products, which supports the future growth aspirations of the enterprise. With the exit of the Protective Packaging business, the Company closed its plants in Dorval, Quebec and Mission, British Columbia, Canada. The Company also ceased operations at its Qingdao, China facility. In connection with the exit of the Protective Packaging business, the Company estimates that it will incur cash charges of approximately $15 million, primarily related to severance and other exit costs. Additionally, the Company expects to incur total non-cash charges in the range of $70 to $75 million, primarily related to accelerated depreciation of property, plant and equipment and accelerated amortization of definite-lived intangibles. The Company has exited the majority of the business and expects to generate savings of approximately $7 million annually beginning 2024. During the twelve months ended 2023, the Company recorded $78 million of charges, primarily related to accelerated depreciation, accelerated amortization and severance.Acquisition

InOn ~~March~~May 15, ~~2023~~2024, the Company ~~finalized~~acquired all of the ~~sale~~outstanding shares of ~~its~~Masonite ~~Insulation~~International ~~site~~Corporation in(“Masonite”), ~~Santa~~a ~~Clara~~leading global designer, ~~California~~manufacturer, ~~for~~marketer ~~total~~and ~~proceeds~~distributor of interior and exterior doors and door systems, for $~~234~~3.2 ~~million,~~billion ~~net~~primarily offunded ~~transaction~~with ~~fees~~debt proceeds and cash on hand. ~~Total~~The ~~proceeds~~acquisition ~~included~~of aMasonite's ~~non~~market-~~refundable~~leading ~~deposit~~doors ofbusiness ~~$50 million~~creates ~~received~~a new growth platform for the Company, strengthening the Company's position in building and construction and expanding the ~~third~~Company's ~~quarter~~offering ~~2021~~of branded residential building products. AsMasonite's aoperating ~~result,~~results and preliminary purchase price allocation have been included in the Company's ~~recognized~~newly aestablished ~~pre-tax~~Doors ~~gain~~reportable ofsegment from May 15, 2024, within the Consolidated Financial Statements. The Company issued $~~189~~2.0 ~~million~~billion inof senior notes, the ~~first~~proceeds ~~quarter~~of which were used to repay a portion of ~~2023~~the outstanding borrowings under the 364-Day Credit Facility, which iswas ~~recorded~~used into ~~Gain~~fund ona ~~sale~~portion of ~~site~~the acquisition, and to pay related fees and expenses. Refer to Liquidity, Capital Resources and Other Related Matters for further discussions on the ~~Consolidated~~current ~~Statements~~year ofdebt ~~Earnings~~instruments.

InParoc 2023, the Company repurchased 5.4 million shares of the Company’s common stock for $629 million, inclusive of applicable taxes, under previously announced repurchase authorizations. As of December 31, 2023, 8.9 million shares remained available for repurchase under the repurchase authorizations. 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. 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. 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. 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. The amount or range of any potential loss cannot be reasonably estimated at this time.

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ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

RESULTS OF OPERATIONS

Consolidated Results

	Twelve Months Ended December 31,
	2023			2022			2021
(In millions)	2024			2023
Net sales	$	910,~~677~~975		$	9,~~761~~677		$	~~8,498~~
Gross margin	$	23,~~683~~254		$	2,~~616~~683		$	~~2,217~~
% of net sales	2830		%	2728		%	26		%
Marketing and administrative expenses	$	~~831~~1,044		$	~~803~~831		$	~~757~~
Gain on equity method investment	$	—		$	(130)		$	—
Loss on sale of business	$	91		$	—
Gain on sale of site	$	(189)		$	—		$	—
Impairment due to strategic review	$	483		$	—
Other expense (income), net	$	106		$	123		$	(69)
Gain on sale of site	$	—		$	(189)
Non-operating expense (income), net	$	145		$	(9)		$	(10)
Other expense, net	$	365		$	106
Earnings before interest and taxes	$	1,667		$	1,723		$	1,448
Non-operating (income) expense, net	$	(1)		$	145
Interest expense, net	$	76		$	109		$	126
Earnings before interest and taxes	$	1,128		$	1,667
Loss on extinguishment of debt	$	—		$	—		$	9
Interest expense, net	$	212		$	76
Income tax expense	$	~~401~~275		$	~~373~~401		$	~~319~~
Net earnings attributable to Owens Corning	$	~~1,196~~647		$	1,~~241~~196		$	~~995~~

The Consolidated Results discussion below provides a summary of our results and the trends affecting our business, and should be read in conjunction with the more detailed Segment Results discussion that follows.

NET SALES

Net sales ~~decreased~~increased $841,298 million in ~~2023~~2024 compared to ~~2022~~2023. The ~~decrease~~increase in net sales was primarily driven by ~~lower~~the ~~sales~~revenues ~~volumes~~from inour ~~both~~Doors ~~Insulation~~segment ~~and~~as ~~Composites~~a ~~segments,~~result ~~partially~~of ~~offset~~the byMasonite ~~higher selling prices across all three segments. The remaining variance was driven by favorable customer mix~~acquisition, which was partially offset by ~~the~~lower ~~unfavorable~~sales ~~net impact of acquisitions and divestitures~~volumes.

GROSS MARGIN

Gross margin increased $67571 million in ~~2023~~2024 compared to ~~2022~~2023. The increase ~~in gross margin~~ was primarily driven by ~~higher~~the ~~selling~~margins ~~prices~~from ~~across~~our ~~all~~Doors ~~three~~segment ~~segments,~~as ~~which~~a ~~was~~result ~~partially~~of ~~offset~~the byMasonite ~~lower~~acquisition. ~~sales~~Also ~~volumes~~contributing into ~~both~~the ~~Insulation~~increase ~~and~~were ~~Composites segments and~~ higher ~~production~~selling ~~downtime. Favorable~~prices, ~~delivery~~slightly ~~and favorable customer and product mix more than~~ offset ~~higher~~by ~~input~~lower ~~costs~~sales ~~and the unfavorable net impact of acquisitions and divestitures~~volumes.

MARKETING AND ADMINISTRATIVE EXPENSES

Marketing and administrative expenses increased $28213 million in ~~2023~~2024 compared to ~~2022~~2023. The increase was ~~driven~~ primarily driven by ~~ongoing~~the ~~inflationary~~addition ~~pressures,~~of asthe ~~well~~Doors assegment ~~higher~~selling, general ~~corporate~~and administrative expenses and ongoing inflationary pressures throughout the organization.

~~GAIN~~LOSS ON ~~EQUITY~~SALE ~~METHOD~~OF ~~INVESTMENT~~BUSINESS

In ~~2022~~2024, the Company ~~recognized~~entered into a ~~non-cash~~related ~~gain~~party ofagreement ~~$130~~to ~~million~~sell ~~from~~its ~~the~~building ~~remeasurement~~materials business in China and Korea. As a result of classifying the ~~previously~~business as held ~~equity~~for ~~method~~sale ~~investment~~at inDecember 31, ~~Fiberteq~~2024, ~~LLC~~we ~~upon~~recorded ~~the~~a ~~Company’s~~loss ~~acquisition~~ of ~~the~~$91 ~~remaining~~million ~~50%~~included in Loss on sale of business on the ~~joint~~Consolidated ~~venture~~Statements ~~with~~of ~~IKO~~Earnings.

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.

GAIN ON SALE OF SITE

In ~~the first quarter of~~ 2023, the Company finalized the sale of the Company's Insulation site in Santa Clara, California resulting in the recognition of a pre-tax gain of $189 million.

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ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

OTHER EXPENSE ~~(INCOME)~~, NET

Other expense ~~(income)~~, net ~~decreased~~increased $17259 million in ~~2023~~2024 compared to ~~2022~~2023. ~~Higher~~The ~~restructuring~~increase ~~costs,~~was ~~lower~~primarily ~~gains~~driven ~~on the sale of precious metals and the establishment of the estimated liability for the Paroc marine recall matter in 2023 were more than offset~~ by ~~the~~higher ~~favorable~~acquisition ~~comparison year-over-year to indefinite-lived intangible asset impairment charges of $96 million~~ and ~~the~~strategic ~~net loss from divestiture~~ review-related ~~activities~~costs.

NON-OPERATING ~~EXPENSE~~ (INCOME) EXPENSE, NET

Non-operating ~~expense~~ (income) expense, net ~~increased~~was income of $~~154~~1 million in ~~2023~~2024 compared to ~~2022~~$145 million of expense in 2023. The ~~increase~~decrease ~~was~~is ~~driven~~due byto the pension settlement loss in the fourth quarter of 2023.

INTEREST EXPENSE, NET

Interest expense, net ~~decreased~~increased $33136 million in ~~2023~~2024 compared to ~~2022~~2023. The ~~decrease~~increase was driven by higher interest ~~income~~on ~~related to~~ the ~~increase~~364-Day inCredit ~~cash~~Facility and ~~interest rates, as well as~~ higher ~~capitalized~~long-term ~~interest~~debt ~~resulting~~balances ~~from~~in ~~higher~~connection ~~construction~~with inthe ~~progress~~Masonite ~~balances~~acquisition.

INCOME TAX EXPENSE

Income tax expense for ~~2023~~2024 was $~~401~~275 million compared to $~~373~~401 million in ~~2022~~2023. The Company’s effective tax rate for ~~2023~~2024 was 2530% on pre-tax income of $~~1,591~~916 million. The difference between the 2530% 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 ~~2022~~2023 was 2325% on pre-tax income of $1,~~614~~591 million. The difference between the 2325% 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~~, adjustments to R&D tax credits, and other adjustments~~.

See Note 2021 for additional information.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

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 ~~its~~our global cost reduction, product line and productivity initiatives and growth strategy. These costs are recorded within Corporate, Other and Eliminations. Please refer to Note 1213 of the Consolidated Financial Statements for further information on the nature of these costs.

		Twelve Months Ended December 31,
	Location	2023		2022		2021
Restructuring costs	Cost of sales	$	(102)	$	(42)	$	(14)
Restructuring costs	Marketing and administrative expenses	(2)		—		(2)
Severance	Other expense (income), net	(34)		(1)		(11)
Other exit costs	Other expense (income), net	(31)		(5)		(5)
Gain on sale of land in India	Other expense (income), net	—		—		15
Restructuring costs	Non-operating (income) expense	—		—		(2)
Recognition of acquisition inventory fair value step-up	Cost of sales	—		—		(1)
Acquisition and divestiture-related costs	Marketing and administrative expenses	—		(7)		—
Gain on sale of Santa Clara, California site	Gain on sale of site	189		—		—
Gain on sale of Shanghai, China facility	Other expense (income), net	—		27		—
Loss on sale of Chambery, France DUCS business	Other expense (income), net	—		(30)		—
Gain on remeasurement of Fiberteq equity investment	Gain on equity method investment	—		130		—
Loss on sale of Russian operations	Other expense (income), net	—		(33)		—
Total restructuring, acquisition and divestiture-related gains (costs)		$	20	$	39	$	(20)

The 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

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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. Adjusted EBIT is used internally by the Company for various purposes, including reporting results of operations to the Board of Directors of the Company, analysis of performance and related employee compensation measures. Although management believes that these adjustments result in a measure that provides a useful representation of our operational performance, the adjusted measure should not be considered in isolation or as a substitute for Net earnings (loss) attributable to Owens Corning as prepared in accordance with accounting principles generally accepted in the United States.

	Twelve Months Ended December 31,
	2023		2022		2021
Restructuring costs	$	(169)	$	(48)	$	(34)
Gain on sale of land in India	—		—		15
Gains on sale of certain precious metals	2		18		53
Intangible assets impairment charge	—		(96)		—
Recognition of acquisition inventory fair value step-up	—		—		(1)
Pension settlement losses	(145)		—		—
Acquisition and divestiture-related costs	—		(7)		—
Gain on sale of Santa Clara, California site	189		—		—
Gain on sale of Shanghai, China facility	—		27		—
Gain on remeasurement of Fiberteq equity investment	—		130		—
Paroc marine recall	(15)		—		—
Loss on sale of Chambery, France DUCS business	—		(30)		—
Loss on sale of Russian operations	—		(33)		—
Total adjusting items	$	(138)	$	(39)	$	33

Adjusting (expense) income items to EBIT are shown in the table below:

	Twelve Months Ended December 31,
	2023		2022		2021
(In millions)	2024		2023
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	1,196	$	1,241	$	995
Restructuring costs	$	(86)	$	(169)
Net loss attributable to non-redeemable and redeemable noncontrolling interests	(3)		—		—
Acquisition-related integration costs	(83)		—
NET EARNINGS	1,193		1,241		995
Gains on sale of certain precious metals	19		2
Equity in net earnings of affiliates	3		—		1
Loss on sale of business	(91)		—
Income tax expense	401		373		319
Strategic review-related charges	(46)		—
EARNINGS BEFORE TAXES	1,591		1,614		1,313
Recognition of acquisition inventory fair value step-up	(18)		—
Interest expense, net	76		109		126
Pension settlement losses	—		(145)
Loss on extinguishment of debt	—		—		9
Impairment due to strategic review	(483)		—
EARNINGS BEFORE INTEREST AND TAXES	1,667		1,723		1,448
Acquisition-related transaction costs	(49)		—
Less: Adjusting items from above	(138)		(39)		33
Gain on sale of Santa Clara, California site	—		189
ADJUSTED EBIT	$	1,805	$	1,762	$	1,415
Paroc marine recall	(58)		(15)
Impairment of venture investments	$	(15)	$	—
Total adjusting items	$	(910)	$	(138)

~~Table~~The ofreconciliation ~~Contents~~from Net earnings attributable to Owens Corning to EBIT and Adjusted EBIT is shown in the table below:

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	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

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

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. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBIT for our reportable segments and are included in the Corporate, Other and Eliminations category, which is presented following the discussion of our reportable segments.

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ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Earnings before interest, taxes, depreciation and amortization (“EBITDA”) by segment is a non-GAAP measure that consists of EBIT plus depreciation and amortization. Segment EBITDA is used internally by the Company for analysis of our performance. 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.

Roofing

The table below provides a summary of net sales, EBIT, depreciation and amortization expense, and EBITDA for the Roofing segment:

	Twelve Months Ended December 31,
	2023			2022			2021
(In millions)	2024			2023
Net sales	$	4,~~030~~052		$	34,~~658~~030		$	~~3,209~~
% change from prior year	101		%	1410		%	19		%
EBIT	$	1,~~174~~298		$	~~831~~1,174		$	~~753~~
EBIT as a % of net sales	2932		%	2329		%	23		%
Depreciation and amortization expense	$	6462		$	6264		$	59
EBITDA	$	1,~~238~~360		$	~~893~~1,238		$	~~812~~
EBITDA as a % of net sales	3134		%	2431		%	25		%

NET SALES

In our Roofing segment, net sales increased $~~372~~22 million in ~~2023~~2024 compared to ~~2022~~2023 due to higher ~~sales volumes of approximately 5% and higher~~ selling prices of $~~166~~165 million. ~~Favorable product~~ and ~~customer~~favorable product mix, ~~were~~mostly ~~partially~~ offset by lower ~~third-party~~volumes ~~asphalt sales~~ of ~~$44~~approximately ~~million~~6%.

EBIT

In our Roofing segment, EBIT increased $~~343~~124 million in ~~2023~~2024 compared to ~~2022~~2023 driven primarily by higher selling prices of $~~166~~165 million., ~~The remaining improvement was driven by~~ favorable ~~input~~product ~~costs~~mix and ~~delivery of $80 million, higher sales volumes, and~~ favorable ~~customer~~delivery ~~and product mix~~ of $4822 million, ~~which~~slightly ~~were partially~~ offset by ~~higher~~lower ~~selling,~~sales ~~general~~volumes and ~~administrative~~input ~~expenses~~cost ~~and $8 million of higher production costs~~inflation.

OUTLOOK

In our Roofing segment, the Company expects ~~North~~residential ~~American~~repair ~~new~~and ~~residential~~remodeling ~~construction~~activity ~~market~~ to ~~temporarily~~ remain ~~soft~~solid. Other uncertainties that may impact Roofing demand include demand from storms and other weather-related events, ~~demand from repair and remodeling activity,~~ 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.

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		%

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ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Insulation

	Twelve Months Ended December 31,
	2023			2022			2021
Net sales	$	3,668		$	3,714		$	3,184
% change from prior year	-1		%	17		%	22		%
EBIT	$	619		$	612		$	446
EBIT as a % of net sales	17		%	16		%	14		%
Depreciation and amortization expense	$	210		$	206		$	208
EBITDA	$	829		$	818		$	654
EBITDA as a % of net sales	23		%	22		%	21		%

NET SALES

In our Insulation segment, ~~2023~~2024 net sales ~~decreased~~increased $4624 million compared to ~~2022~~2023. The ~~decrease~~increase was driven primarily by ~~lower sales volumes of approximately 10%, which more than offset~~ higher selling prices of $~~245~~81 million and favorable ~~customer and~~ product mix., ~~The~~partially ~~favorable~~offset ~~net~~by ~~impact~~lower ofsales ~~acquisitions~~volumes ~~and divestitures and $5 million~~ of ~~favorable~~approximately ~~impact~~2% ofand ~~translating~~unfavorable ~~sales~~customer ~~denominated in foreign currencies into United States dollars also contributed to the offset of decreased volumes~~mix.

EBIT

In our Insulation segment, EBIT increased $763 million in ~~2023~~2024 compared to ~~2022~~2023. ~~Higher~~The ~~selling~~increase ~~prices~~was ofdriven ~~$245~~by ~~million~~higher ~~more~~selling ~~than~~prices ~~offset lower sales volumes and $57 million~~ of ~~input cost inflation. Higher manufacturing costs of~~ $2981 million, ~~and higher production downtime were partially offset by~~ favorable delivery of $2134 million, ~~and~~lower ~~favorable~~start-up ~~customer~~costs and favorable product mix., ~~The~~which ~~remaining~~more ~~variance~~than ~~was~~offset ~~driven~~higher bymanufacturing ~~the~~costs of $735 million, ~~negative~~higher ~~impact~~operating expenses, inclusive of ~~translating~~incremental ~~profits~~costs ~~denominated~~associated inwith ~~foreign~~evaluating ~~currencies~~manufacturing ~~into~~investments, ~~United~~lower ~~States~~sales ~~dollars~~volumes and ~~higher~~unfavorable ~~start-up~~customer ~~costs~~mix.

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. 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.

During the fourth quarter of ~~2023~~2024, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was approximately 1.~~454~~379 million starts, which is updown from 1.~~403~~454 million starts in the fourth quarter of ~~2022~~2023.

The Company expects ~~both~~ the ~~North American~~ new residential construction market ~~and~~in ~~global~~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 toare ~~temporarily~~expected to remain ~~soft~~stable. ~~with~~However, ~~the~~due ~~weaker~~to ~~macro-~~a period of slow economic ~~outlook~~growth, ~~higher~~the ~~interest~~global ~~rates~~commercial and ~~continued~~industrial ~~input~~construction ~~cost~~markets ~~inflation~~are expected to remain soft temporarily. The Company ~~remains~~continues ~~focused~~to concentrate on managing costs, capital expenditures, and working capital as we position ourselves to expand capacity within our existing manufacturing network.

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.

EBIT

In our newly acquired Doors segment, EBIT was $99 million in 2024 due to the acquisition of Masonite, which was completed on May 15, 2024.

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ITEM 7.			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. The Company expects the North America residential new construction market to be temporarily challenged, with discretionary residential repair and remodeling activity in North America to remain soft. Due to a weaker macroeconomic outlook and higher interest rates in Europe, the Company expects these markets to remain challenged. The Company will concentrate on managing costs, capital expenditures and working capital.

Composites

The table below provides a summary of net sales, EBIT, depreciation and amortization expense and EBITDA for the Composites segment ~~(in millions)~~:

	Twelve Months Ended December 31,
	2023			2022			2021
(In millions)	2024			2023
Net sales	$	2,~~286~~118		$	2,~~660~~286		$	~~2,341~~
% change from prior year	-147		%	-14		%	19		%
EBIT	$	~~242~~215		$	~~498~~242		$	~~376~~
EBIT as a % of net sales	1110		%	1911		%	16		%
Depreciation and amortization expense	$	~~172~~182		$	~~175~~172		$	~~162~~
EBITDA	$	~~414~~397		$	~~673~~414		$	~~538~~
EBITDA as a % of net sales	1819		%	2518		%	23		%

NET SALES

Net sales in our Composites segment decreased $~~374~~168 million in ~~2023~~2024 compared to ~~2022~~2023. The decrease was primarily driven by lower ~~sales~~selling ~~volumes~~prices of ~~approximately~~$83 ~~12%~~million, ~~and~~lower ~~the~~sales ~~net~~volumes ~~unfavorable impact~~ of ~~divestitures~~approximately ~~and~~1%, ~~acquisitions.~~unfavorable ~~Unfavorable~~ customer mix ofand $1611 million ~~was partially offset by higher selling prices~~ of $9unfavorable ~~million and the favorable~~ impact of translating sales denominated in foreign currencies into United States dollars.

EBIT

EBIT in our Composites segment decreased $~~256~~27 million in ~~2023~~2024 compared to ~~2022~~2023. ~~The~~Lower ~~decrease~~selling ~~was~~prices ~~driven~~of ~~by lower sales volumes,~~ $83 million, ~~of higher production downtime and the net~~ unfavorable ~~impact~~customer ofmix, ~~divestitures~~higher ~~and~~start-up ~~acquisitions~~costs of $3718 million~~. Higher~~, ~~input~~higher ~~cost~~production ~~inflation~~downtime of $4113 million ~~was offset by favorable delivery~~ and ~~higher selling prices. The remaining variance was driven by unfavorable customer mix, higher rebuild costs and the~~ $57 million ~~negative~~of unfavorable impact of translating ~~profits~~sales denominated in foreign currencies into United States dollars, which ~~was~~more ~~partially~~than offset bylower manufacturing costs of $90 million and $23 million of favorable ~~manufacturing~~delivery and input costs.

OUTLOOK

Global glass reinforcements market demand has several economic indicators, including residential, non-residential construction and manufacturing production indices, as well as global wind installations. The Company anticipates continued impacts of economic uncertainty in a dynamic global environment, as well as competitive pricing pressure. The Company remains focused on managing costs, capital expenditures, and working capital.

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.

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ITEM 7.			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,
	2023		2022		2021
(In millions)	2024		2023
Restructuring costs	$	(~~169~~86)	$	(48169)	$	~~(34)~~
Gain on sale of land in India	—		—		15
Gain on sale of Santa Clara, California site	—		189
Gains on sale of certain precious metals	2		18		53
Pension settlement losses	—		(145)
Intangible assets impairment charge	—		(96)		—
Acquisition-related integration costs	(83)		—
Recognition of acquisition inventory fair value step-up	—		—		(1)
Gains on sale of certain precious metals	19		2
Pension settlement losses	(145)		—		—
Strategic review-related charges	(46)		—
Acquisition and divestiture-related costs	—		(7)		—
Acquisition-related transaction costs	(49)		—
Gain on sale of Santa Clara, California site	189		—		—
Loss on sale of business	(91)		—
Gain on sale of Shanghai, China facility	—		27		—
Recognition of acquisition inventory fair value step-up	(18)		—
Gain on remeasurement of Fiberteq equity investment	—		130		—
Paroc marine recall	(58)		(15)
Paroc marine recall	(15)		—		—
Impairment of venture investments	(15)		—
Loss on sale of Chambery, France DUCS business	—		(30)		—
Impairment due to strategic review	(483)		—
Loss on sale of Russian operations	—		(33)		—
General corporate expense and other	(256)		(230)
General corporate expense and other	(230)		(179)		(160)
Total Corporate, Other and Eliminations EBIT	$	(1,166)	$	(368)
EBIT	$	(368)	$	(218)	$	(127)
Depreciation and amortization	$	90	$	163
Depreciation and amortization	$	163	$	88	$	73

EBIT

The impact on EBIT from Corporate, Other and Eliminations in ~~2023~~2024 was $~~150~~798 million higher compared to ~~2022~~2023. The increase was primarily driven by ~~pension~~impairment ~~settlement~~charges ~~losses~~on ~~and~~the ~~higher~~glass ~~restructuring~~reinforcements ~~costs~~strategic review, ~~partially~~the ~~offset~~prior byyear ~~the~~pre-tax gain on the sale of the Santa Clara, California site., loss on the sale of our building materials business in China and Korea in the current year as well as higher acquisition-related costs, partially offset by gains on sales of precious metals and lower year over year restructuring charges.

General corporate expense and other in ~~2023~~2024 was $5126 million higher than in ~~2022~~2023.

OUTLOOK

In ~~2024~~2025, we expect general corporate expenses to range between $240 and $~~250~~260 million~~, without considering the effect of the planned acquisition of Masonite~~.

LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS

Liquidity

The Company's primary sources of liquidity are its balance of Cash and cash equivalents of $~~1.6~~361 ~~billion~~million as of December 31, ~~2023~~2024, its senior revolving credit facility (the “Senior Revolving Credit Facility”) and ~~its~~ Receivables Securitization Facility ~~(each as defined below)~~.

The Company has ana $~~800~~1.0 billion ~~million senior revolving credit facility (the “~~Senior Revolving Credit Facility”) that has been amended from time to time,. ~~which~~The ~~matures~~Senior Revolving Credit Facility was most recently amended in ~~July~~March ~~2026~~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 $~~280~~ 300 million ~~securitization facility (the “~~Receivables Securitization Facility”) that has been amended from time to time,. ~~which~~The ~~matures~~Receivables Securitization Facility was most recently amended in ~~April~~March 2024 to increase the borrowing limit from $280 million to $300 million and extend the maturity date to February 2025. No other significant terms impacting liquidity were amended. With the maturity of our Receivables Securitization Facility, we may consider other sources of liquidity, including the issuance of commercial paper.

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ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

	As of December 31, 2023
	Senior Revolving Credit Facility		Receivables Securitization Facility
Facility size	$	800	$	280
Collateral capacity limitation on availability	N/A		—
Outstanding borrowings	—		—
Outstanding letters of credit	4		1
Availability on facility	$	796	$	279

The following table shows how the Company utilized its primary sources of liquidity:

The Receivables Securitization Facility and Senior Revolving Credit Facility mature in 2024 and 2026, respectively. The Company's 4.2% senior notes mature in the fourth quarter of 2024. As of December 31, 2023, the Company had $3.0 billion of total debt and cash and cash equivalents of $1.6 billion. The agreements governing our Senior Revolving Credit Facility and Receivables Securitization Facility contain various covenants that we believe are usual and customary. These covenants include a maximum allowed leverage ratio. We were in compliance with these covenants as of December 31, 2023.


	As of December 31, 2024
(In millions)	Senior Revolving Credit Facility		Receivables Securitization Facility
Facility size or borrowing limit	$	1,000	$	300
Collateral capacity limitation on availability	N/A		—
Outstanding borrowings	—		—
Outstanding letters of credit	4		1
Availability on facility	$	996	$	299

OnThe ~~February~~agreements 8,governing ~~2024,~~our ~~the Company entered into a commitment letter with Morgan Stanley~~ Senior ~~Funding,~~Revolving ~~Inc.~~Credit ~~(“MSSF”),~~Facility ~~pursuant~~and toReceivables ~~which~~Securitization ~~MSSF~~Facility ~~has~~contain ~~committed~~various tocovenants ~~provide,~~that ~~subject~~we tobelieve ~~the~~are ~~satisfaction~~usual ofand customary ~~closing conditions, a 364-day senior unsecured term loan facility in an aggregate principal amount of up to $3~~.0 ~~billion~~These ~~for~~covenants ~~purposes~~include ~~of funding~~ a ~~substantial~~maximum ~~portion~~allowed ofleverage ~~the Masonite acquisition~~ratio. We ~~expect~~were toin ~~assume~~compliance upwith tothese ~~$875~~covenants ~~million~~as of ~~Masonite’s outstanding senior unsecured notes. On February 9~~December 31, 2024~~, the three major credit rating agencies reaffirmed our investment-grade debt ratings~~.

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, 2023 and December 31, 2022, the Company had $114 million and $188 million, respectively, in cash and cash equivalents in certain of its foreign subsidiaries. The Company continues to assert indefinite reinvestment in accordance with Accounting Standards Codification (“ASC”) 740 based on the laws as of enactment of the tax legislation commonly known as the U.S. Tax Cuts and Jobs Act of 2017.

As a holding company, we have no operations of our own and most of our assets are held by our direct and indirect subsidiaries. Dividends and other payments or distributions from our subsidiaries will be used to meet our debt service and other obligations and to enable us to pay dividends to our stockholders. Please refer to the Risk Factors disclosed in Item 1A of this Annual Report on Form 10-K for details on the factors that could inhibit our subsidiaries' abilities to pay dividends or make other distributions to the parent company.

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. 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. 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.

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. These were slightly offset by increases in accounts receivable during the period.

Investing activities: Net cash flow used for investing activities increased by $3.0 billion for the twelve months ended December 31, 2024 compared to the same period in 2023. The increase was primarily driven by the Masonite acquisition and lower proceeds from sale of assets in 2024 due to the 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. 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.

Material Cash Requirements

Our anticipated uses of cash include capital expenditures, working capital needs, share repurchases, meeting financial obligations, payments of any dividends authorized by our Board of Directors, acquisitions, ~~including the planned acquisition of Masonite,~~ restructuring actions and pension contributions. We expect that our cash on hand, coupled with future cash flows from operations and other available sources of liquidity, including our Senior Revolving Credit Facility and our Receivables Securitization Facility, will provide ample liquidity to enable us to meet our cash requirements for at least the next 12 months and foreseeable future thereafter. ~~We expect to use cash on hand and new committed financing to fund the purchase price of the Masonite acquisition and for any required repurchases of Masonite's outstanding senior unsecured notes.~~

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 amounts presented are based on various estimates, including estimates regarding the timing of payments, prevailing interest rates, the occurrence of certain events and other factors. Actual results may vary materially from the amounts discussed below. 33

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 on a

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ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~cash~~The ~~basis~~following ~~were~~discussion ~~$526~~of ~~million~~material incash ~~2023.~~requirements ~~Without~~evaluates ~~considering~~known ~~the~~contractual ~~effect~~and ofother ~~the~~obligations, ~~planned~~but ~~acquisition~~does ofnot ~~Masonite,~~include weamounts ~~expect~~that toare ~~have~~contingent ~~capital expenditures~~ on aevents ~~cash~~or ~~basis~~other offactors ~~approximately~~that ~~$550~~are ~~million~~uncertain inor ~~2024.~~unknown ~~The~~at ~~anticipated~~this ~~increase~~time inincluding ~~capital~~legal ~~expenditures~~contingencies inand ~~2024~~uncertain istax ~~primarily~~positions ~~driven~~among byothers. ~~growth,~~The ~~manufacturing~~amounts ~~productivity~~presented ~~and~~are ~~sustainability~~based ~~projects~~on ~~across~~various ~~all~~estimates, ~~three~~including ~~segments.~~estimates Weregarding ~~expect~~the ~~that~~timing ~~capital~~of ~~expenditures~~payments, ~~will~~prevailing beinterest ~~funded~~rates, ~~through~~the ~~cash~~occurrence ~~flows~~of ~~from~~certain ~~operations.~~events ~~See Note 2~~ and ~~Note~~other 6factors. ofActual ~~the~~results ~~Consolidated~~may ~~Financial~~vary ~~Statements~~materially ~~for~~from ~~additional~~the ~~information~~amounts ondiscussed ~~property, plant and equipment~~below.

~~Long-term~~Capital debt obligations, including current portion of long-term debt: As of December 31, 2023, total long-term debt of $3.0 billion primarily consists of various outstanding senior notes. The current portion of long-term debt includes $399 million of 4.2% senior notes maturing in the fourth quarter of 2024. Further discussion of the amount and timing of the future scheduled maturities of our senior notes can be found in Note 13 of the Consolidated Financial Statements. There were no borrowings on our Senior Revolving Credit Facility or our Receivables Securitization Facility as of December 31, 2023.Expenditures

~~Interest~~Our oncapital ~~debt:~~expenditures We are ~~obligated~~primarily related to ~~make~~the ~~periodic~~maintenance ~~interest~~and ~~payments~~rebuild atof ~~fixed~~our ~~rates~~long-term assets, ~~depending~~as onwell ~~the~~as ~~terms~~investing ofin ~~the~~projects ~~applicable~~that ~~debt~~support ~~agreements~~growth and innovation to further our enterprise strategy. ~~Based~~Our oncapital ~~interest~~expenditures ~~rates~~were ~~and~~$647 ~~scheduled~~million ~~maturities~~in as2024. We expect to have capital expenditures of ~~December~~approximately $800 ~~31,~~million ~~2023~~in 2025. The anticipated increase in capital expenditures in 2025 is primarily driven by growth, ~~these~~manufacturing ~~interest~~productivity ~~obligations~~and ~~range~~sustainability projects. We expect that capital expenditures will be funded through cash flows from ~~$99~~operations. ~~million~~See toNote ~~$130~~2 ~~million~~and ~~annually~~Note ~~over~~6 of the ~~next~~Consolidated ~~five~~Financial ~~years.~~Statements for additional information on Property, plant and equipment.

~~Finance~~Long-term ~~lease~~Debt ~~obligations: Our finance lease obligations primarily consist of real estate~~Obligations, ~~oxygen~~including ~~plants,~~Current ~~computers~~Portion ~~and software, and fleet vehicles. As~~ of ~~December 31,~~Long-term 2023 we had a total of $196 million of minimum finance lease payments. Further discussion of the future maturities of these lease liabilities can be found in Note 9 of the Consolidated Financial Statements. Debt

~~Operating~~As ~~lease~~of ~~obligations:~~December 31, ~~Our~~2024, ~~operating~~the ~~lease~~Company ~~obligations~~had ~~primarily~~$5.1 billion ~~consist~~of total debt, which mostly consists of ~~real~~long-term ~~estate~~debt ~~and~~relating ~~material~~to ~~handling~~various ~~equipment.~~outstanding Assenior ofnotes. ~~December 31,~~In ~~2023~~addition, wethe ~~had~~Company's acurrent ~~total~~portion of long-term debt of $~~248~~38 million primarily relates to the current portion of ~~minimum~~finance ~~operating~~leases. ~~lease~~In ~~payments~~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 ~~these~~our ~~lease~~senior ~~liabilities~~notes can be found in Note 914 of the Consolidated Financial Statements. There were no outstanding borrowings on our Senior Revolving Credit Facility or our Receivables Securitization Facility as of December 31, 2024.

~~Purchase~~Interest ~~obligations:~~on 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, 2023, the total of these obligations was $328 million, inclusive of $241 million payable in the next 12 months. 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.Debt

~~Pension~~We ~~Contributions: The~~are ~~Company~~obligated ~~has~~to ~~several~~make ~~defined~~periodic ~~benefit~~interest ~~pension~~payments ~~plans.~~at ~~The~~fixed ~~Company~~rates, ~~made~~depending ~~cash~~on ~~contributions~~the terms of ~~$18~~the ~~million~~applicable ~~and~~debt $8agreements. ~~million~~Based toon ~~the~~interest ~~plans~~rates ~~during~~and ~~the~~scheduled ~~twelve~~maturities ~~months~~as ~~ended~~of December 31, ~~2023 and 2022~~2024, ~~respectively.~~these ~~The~~interest ~~Company~~obligations ~~expects~~range tofrom ~~contribute~~ $20199 million ~~in cash~~ to ~~its~~$242 million ~~pension~~annually ~~plans~~over ~~during 2024. Actual contributions to~~ the ~~plans~~next ~~may~~five ~~change as a result of several factors, including changes in laws that impact funding requirements~~years. The ultimate cash flow impact to the Company, if any, of the pension plan liability and the timing of any such impact will depend on numerous variables, including future changes in actuarial assumptions, legislative changes to pension funding laws, and market conditions. Further discussion of the Company's defined benefit pension plans can be found in Note 14 of the Consolidated Financial Statements.

~~Other~~Finance ~~Strategic~~Lease Uses of Cash: We have outstanding share repurchase authorizations and will evaluate and consider repurchasing shares of our common stock, as well as 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.Obligations

Our finance lease obligations primarily consist of real estate, oxygen plants, computers and software and fleet vehicles. 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, 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.

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. 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 made cash contributions of $7 million and $18 million to the plans during the twelve months ended December 31, 2024 and 2023, respectively. The Company expects to contribute $20 million in cash to its pension plans during 2025. Actual contributions to the plans may change as a result of several factors, including changes in laws that impact funding requirements. The ultimate cash flow impact to the Company, if any, of the pension plan liability and the timing of any such impact will depend on numerous variables, including future changes in actuarial assumptions, legislative changes to pension funding laws, and market conditions. Further discussion of the Company's defined benefit pension plans can be found in Note 15 of the Consolidated Financial Statements.

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ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Share Repurchases

On December 1, 2022, the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to an aggregate of 10 million shares of the Company’s outstanding common stock (the “Repurchase Authorization”). The Repurchase Authorization enables the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company’s discretion. The Company repurchased 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.

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.

Debt

On March 1, 2024, the Company entered into an unsecured term loan agreement in an aggregate principal amount of $3.0 billion (the “364-Day Credit Facility”). On May 15, 2024, to fund a portion of the Masonite acquisition, the Company borrowed $2.8 billion using Term SOFR plus a spread on the 364-Day Credit Facility. As a result of the borrowing, the Company incurred approximately $16 million of financing fees which were amortized to Interest expense, net on the Consolidated Statements of Earnings. During the second quarter of 2024, the Company completely repaid the 364-Day Credit Facility with a combination of proceeds from the issuance of new senior notes, borrowings on the Receivables Securitization Facility and cash on hand. Based on terms of the agreement, no further amounts can be drawn.

On April 15, 2024, in connection with the acquisition of Masonite, we commenced a tender offer (the “Tender Offer”) to purchase any and all of Masonite's outstanding 5.375% Senior Notes due 2028 (the “Masonite 2028 notes”) with an aggregate value of $501 million. On May 13, 2024, 94.25% of the outstanding Masonite 2028 notes were validly tendered, with Owens Corning making a cash payment on May 16, 2024 of approximately $480 million, inclusive of $7 million of interest and $1 million premium on tender. Following the settlement of the Tender Offer, approximately $29 million of the Masonite 2028 notes that were not tendered 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 1, 2024 in connection with the acquisition of Masonite, we commenced an offer to exchange (the “Exchange Offer”) any and all of Masonite’s outstanding 3.50% Senior Notes due 2030 (the “Masonite 2030 notes”) for new 3.50% Senior Notes due 2030 of Owens Corning (the “Owens Corning 2030 notes”). On May 22, 2024, 99.51% of the outstanding Masonite 2030 notes were exchanged and we issued $373 million of aggregate principal amount of Owens Corning 2030 notes. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on August 15, 2024. Following the settlement of the Exchange Offer, approximately $2 million of the Masonite 2030 notes that were not exchanged remain outstanding, which has been recorded on the Consolidated Balance Sheets.

On May 15, 2024, the Company initially borrowed $295 million under the Receivables Securitization Facility which was used to pay down a portion of the 364-Day Credit Facility. Subsequent to the May 15, 2024 borrowing, the Company repaid and re-borrowed on the Receivables Securitization Facility throughout the year principally to pay down the 364-Day Credit Facility. As of December 31, 2024, there was no outstanding balance on the Receivables Securitization Facility.

On May 31, 2024, the Company issued $500 million of 2027 senior notes with an annual interest rate of 5.500%, $800 million of 2034 senior notes with an annual interest rate of 5.700% and $700 million of 2054 senior notes with an annual interest rate of 5.950%. These senior notes are net of discounts and issuance costs of $4 million, $11 million and $17 million, respectively. The proceeds from these notes were used to repay a portion of the outstanding borrowings under the 364-Day Credit Facility that was used to fund a portion of the Masonite acquisition in the second quarter of 2024 and to pay related fees and expenses.

Supplier Finance Programs

We review supplier terms and conditions on an ongoing basis, and have negotiated payment terms extensions in recent years in connection with our efforts to reduce working capital and improve cash flow. Separate from those terms extension actions, certain of our subsidiaries have entered into paying agency agreements with third-party administrators. These voluntary supply chain finance programs (collectively, the “Programs”) generally give participating suppliers the ability to sell, or otherwise pledge as collateral, their receivables from the Company to the participating financial institutions, at the sole discretion of both the suppliers and financial institutions. The Company is not a party to the arrangements between the suppliers and the financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. The Company's payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. One of our Programs includes a parent guarantee to the participating financial institution for a certain U.S. subsidiary that, at the time of the respective Program’s inception in 2015, was a guarantor subsidiary of the Company’s Credit Agreement. The obligations are presented as Accounts payable within Total current liabilities on the Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flow.

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ITEM 7.			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. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. The Company’s payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. One of the Programs includes a parent guarantee to the participating financial institution for a certain U.S. subsidiary that, at the time of the respective program’s inception in 2015, was a guarantor subsidiary of the Company’s credit agreement. The obligations are presented as Accounts payable within Total current liabilities on the Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flow.

The desire of suppliers and financial institutions to participate in the Programs could be negatively impacted by, among other factors, the availability of capital committed by the participating financial institutions, the cost and availability of our suppliers’ capital, a credit rating downgrade or deteriorating financial performance of the Company or its participating subsidiaries, or other changes in financial markets beyond our control. We do not expect these risks, or potential long-term growth of our Programs, to materially affect our overall financial condition, as we expect a significant portion of our payments to continue to be made outside of the Programs. Accordingly, we do not believe the Programs have materially impacted our current period liquidity, and do not believe that the Programs are reasonably likely to materially affect liquidity in the future.

Please refer to the Supplier Finance Programs section in Note 1 of the Consolidated Financial Statements for a rollforward of outstanding obligations under the supplier finance programs.~~Cash Flows~~

	Twelve Months Ended December 31,
	2023		2022		2021
Cash and cash equivalents	$	1,615	$	1,099	$	959
Net cash flow provided by operating activities	$	1,719	$	1,760	$	1,503
Net cash flow used for investing activities	$	(356)	$	(623)	$	(377)
Net cash flow used for financing activities	$	(877)	$	(974)	$	(881)
Availability on the Senior Revolving Credit Facility	$	796	$	796	$	796
Availability on the Receivables Securitization Facility	$	279	$	279	$	279

Operating activities: In 2023, the Company generated $1,719 million of cash from operating activities compared to $1,760 million in 2022. The decrease in cash provided by operating activities was primarily due to reductions in payables and lower earnings in 2023, which were partially offset by inventory reductions.

Investing activities: The cash used for investing activities in 2023 was $356 million compared to $623 million in 2022. This decrease was due to lower spending on acquisitions in 2023 compared to 2022 (see Note 7 for additional information). This was partially offset by higher capital spending and lower cash from derivative settlements compared to the prior year.

Financing activities: Net cash used for financing activities in 2023 was $877 million compared to $974 million in 2022. The year-over-year decrease was primarily due to lower purchases of treasury stock which were partially offset by higher 2023 dividend payments.

Derivatives

Please refer to Note 4 of the Consolidated Financial Statements.

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

Fair Value Measurement

Please refer to Notes 1, 4, 1314, 1415 and 1516 of the Consolidated Financial Statements.

CRITICAL ACCOUNTING ESTIMATES

Our discussion and analysis of our financial condition and results of operations is based upon our Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The preparation of these financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an ongoing basis, management evaluates its estimates and judgments related to these assets, liabilities, revenues and expenses. We believe these estimates to be reasonable under the circumstances. Management bases its estimates and judgments on historical experience, expected future outcomes, and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates.

The Company believes that the following accounting estimates are critical to our financial results:

~~Tax~~Fair ~~Estimates.~~Values ~~The determination~~ of ~~our~~Assets ~~tax~~Acquired ~~provision~~and isLiabilities ~~complex~~Assumed ~~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.Acquisitions

Assets acquired and liabilities assumed in a business combination are recorded at their estimated fair values on the date of acquisition. The difference between the purchase price amount and the net fair value of assets acquired and liabilities assumed is recognized as goodwill on the balance sheet if the purchase price exceeds the estimated net fair value or as a bargain purchase gain on the income statement if the purchase price is less than the estimated net fair value. We apply significant judgment in estimating the fair value of assets acquired and liabilities assumed, which involves the use of significant estimates and assumptions. Changes in these judgments or estimates can have a material impact on the valuation of the respective assets and liabilities acquired and our results of operations in periods after acquisition. The allocation of the purchase price is preliminary for up to one year after the acquisition date as more information is obtained about the fair value of assets acquired and liabilities assumed. 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.

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ITEM 7.			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. 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.

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.

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. In the event we were to determine that we would not be able to realize all or part of our net deferred tax assets in the future, an adjustment to reduce the net deferred tax assets would be charged to earnings in the period such determination was made. Conversely, if we were to determine that we would be able to realize our net deferred tax assets in the future in excess of their currently recorded amount, an adjustment to increase the net deferred tax assets would be credited to earnings in the period such determination was made.

Impairment of Assets. The Company exercises judgment in evaluating assets for impairment. Goodwill and other indefinite-lived intangible assets are tested for impairment annually, or when circumstances arise which indicate there may be an impairment. Long-lived assets are tested for impairment when economic conditions or management decisions indicate an impairment may exist. These tests require comparing recorded values to estimated fair values for the assets under review.

The Company ~~has~~exercises ~~recorded~~judgment ~~its~~in ~~goodwill~~evaluating assets for impairment. Goodwill and ~~conducted~~other ~~testing~~indefinite-lived ~~for~~intangible ~~potential~~assets ~~goodwill~~are tested for impairment atannually, aor ~~reporting~~when ~~unit~~circumstances ~~level.~~arise ~~Our~~which ~~reporting~~indicate ~~units~~there ~~represent~~may abe ~~business~~an ~~for~~impairment. ~~which~~Long-lived ~~discrete~~assets ~~financial~~are ~~information~~tested isfor ~~available~~impairment ~~and~~when ~~segment~~economic conditions or management ~~regularly~~decisions ~~reviews~~indicate ~~the~~an ~~operating~~impairment ~~results~~may exist. ~~The~~ ~~Company~~These ~~has~~tests ~~three~~require ~~reporting~~comparing ~~units:~~recorded ~~Roofing,~~values ~~Insulation~~to ~~and~~estimated ~~Composites~~fair values for the assets under review.

~~2023~~The ~~Annual~~Company ~~Goodwill~~has ~~Impairment~~recorded ~~Assessment~~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. 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. Prior to performing the impairment testing process described in ASC 350-20, the guidance permits companies to assess qualitative factors to determine if it is more likely than not that a reporting unit’s fair value is less than its carrying value. If, based on the review of the qualitative factors, we determine it is not more likely than not that the fair value of a reporting unit is less than its carrying value, we would bypass the quantitative impairment test. Events and circumstances we consider in performing the qualitative assessment include macro-economic conditions, market and industry conditions, internal cost factors, and the operational stability and the overall financial performance of the reporting units. If it is more likely than not that a reporting unit’s fair value is less than or close to its carrying value, then the quantitative impairment test must be performed to determine if impairment is required.

When it is determined necessary for the Company to perform the quantitative impairment process for goodwill, we estimate fair values using a discounted cash flow approach from the perspective of a market participant, as well as the market approach. 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. The cash flow forecasts of the reporting unit are based upon management’s long-term view of our markets and are the forecasts that are used by senior management and the Board of Directors to evaluate operating performance. The discount rate utilized is management’s estimate of what the market’s weighted average cost of capital is for a company with a similar debt rating and stock volatility, as measured by beta. The reporting unit specific tax rate is based on blended global historical rates. The terminal business value is determined by applying the long-term growth rate to the latest year for which a forecast exists. For the market approach, we use market multiples derived from a set of similar companies. 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.

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ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~When~~Third itQuarter isGoodwill ~~determined~~Triggering necessary for the Company to perform the quantitative impairment process for goodwill, we estimate fair values using a discounted cash flow approach from the perspective of a market participant. 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. The cash flow forecasts of the reporting unit are based upon management’s long-term view of our markets and are the forecasts that are used by senior management and the Board of Directors to evaluate operating performance. The discount rate utilized is management’s estimate of what the market’s weighted average cost of capital is for a company with a similar debt rating and stock volatility, as measured by beta. The reporting unit specific tax rate is based on blended global historical rates. The terminal business value is determined by applying the long-term growth rate to the latest year for which a forecast exists. 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.Event

~~Our~~The annual ~~test~~impairment oftests ~~goodwill~~performed ~~for~~in ~~impairment~~the ~~was~~fourth ~~conducted~~quarter as of ~~October~~2023 1,indicated ~~2023.~~that ~~The~~the ~~Company~~business ~~elected~~enterprise tovalue ~~perform~~of the ~~qualitative~~Composites ~~approach~~reporting onunit ~~all~~exceeded of its ~~reporting~~carrying ~~units:~~value ~~Roofing,~~by ~~Insulation~~approximately ~~and Composites~~5%. ~~After~~Given ~~evaluating~~this ~~and~~narrow ~~weighing~~cushion ~~all~~of ~~relevant~~Composites ~~events~~reporting ~~and~~unit ~~circumstances,~~fair wevalue ~~concluded~~in itexcess isof ~~more~~carrying ~~likely~~value ~~than~~and ~~not that~~ the ~~fair~~ongoing ~~value~~strategic review of the ~~Roofing~~glass ~~and~~reinforcements ~~Insulation~~business, ~~reporting~~the ~~units~~Company ~~exceeds~~performed ~~their~~an ~~respective~~interim ~~carrying~~goodwill ~~value~~impairment ~~amounts.~~test ~~Consequently~~as of September 30, we2024 ~~did~~for ~~not~~the ~~perform~~Composites areporting ~~quantitative~~unit. ~~analysis~~The ~~for~~interim testing indicated that the ~~Roofing~~business ~~and~~enterprise ~~Insulation~~value ~~reporting~~of ~~units~~the ~~and~~Composites ~~determined~~reporting ~~that~~unit ~~their~~exceeded ~~goodwill~~its ~~was~~carrying ~~not~~value ~~impaired~~by ~~for~~less ~~2023.~~than 10%.

~~For~~Annual ~~the~~Goodwill Composites reporting unit, based on the qualitative assessment we concluded that it is more likely than not that the fair value of the reporting unit was less than its carrying amount. Therefore, we performed a quantitative analysis as described above. 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 approximately 5%. There is uncertainty surrounding the macroeconomic factors that impact this reporting unit and a sustained downturn in these factors or a change in the long-term revenue growth or profitability for this reporting unit could increase the likelihood of a future impairment. The most significant assumptions used in our analysis to determine the fair value of the Composites reporting unit are the discount rate and long-term growth rate. If all other assumptions remain constant, a 50 basis point increase in the selected discount rate of 11% would decrease the fair value of the Composites reporting unit by approximately 5%, and a 50 basis point decrease in the selected long-term growth rate of 2.5% would decrease the fair value of the Composites reporting unit by approximately 4%.

Our annual test of goodwill for impairment was conducted as of October 1, 2024. The ~~following~~Company ~~table~~elected ~~summarizes~~to perform the ~~segment~~qualitative ~~allocation~~approach on all of ~~recorded~~its ~~goodwill~~reporting onunits. ~~our~~After ~~Consolidated~~evaluating ~~Balance~~and ~~Sheet~~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. Given the narrow cushion of the Composites reporting unit fair value in excess of carrying value as a result of ~~December 31~~the third quarter impairment testing, ~~2023~~the ~~(in~~Company ~~millions):~~performed a quantitative analysis for the Composites reporting unit as of October 1, 2024. Testing indicated that the cushion remained less than 10 %.

Segment	December 31, 2023		Percent of Total
Roofing	$	395	28	%
Insulation	572		41	%
Composites	425		31	%
Total goodwill	$	1,392	100	%

Due to the passage of time since the last quantitative analysis, the Company elected to perform a quantitative analysis for the Roofing and Insulation reporting units. The fair value of each of our reporting units was in excess of its carrying value and thus, no impairment exists. The fair value of the Roofing and Insulation reporting units substantially exceeded the carrying value as of the date of our assessment.

~~Annual~~Fourth ~~2023~~Quarter ~~Indefinite-lived~~Goodwill ~~Intangible~~Triggering ~~Asset Impairment Assessment~~Event

~~Fair~~Subsequent ~~values~~to ~~used~~the inannual ~~testing~~test for ~~potential~~the ~~impairment~~Composites ofreporting ~~our~~unit, ~~trademarks~~the ~~and~~Company ~~trade~~performed ~~names are calculated by applying~~ an ~~estimated~~interim ~~market~~goodwill ~~value~~impairment ~~royalty~~test ~~rate~~during to the ~~forecasted~~fourth ~~revenues~~quarter of ~~the~~2024 ~~businesses~~primarily ~~that~~as ~~utilize~~a ~~those~~result ~~assets.~~of ~~The~~the ~~assumed~~progression ~~cash~~of ~~flows~~the ~~from~~strategic ~~this~~review ~~calculation~~of ~~are~~the ~~discounted~~glass atreinforcements abusiness. ~~rate~~As ~~based on~~ a ~~market-participant~~result ~~discount~~of ~~rate.~~this ~~Our annual~~ test, ofwe ~~indefinite-lived~~determined ~~intangibles~~that ~~was~~no ~~conducted~~impairment asexisted offor ~~October~~the 1,reporting ~~2023~~unit. ~~The~~Testing ~~fair~~indicated ~~value~~that ofthe ~~each~~business ofenterprise ~~our~~value ~~indefinite-lived~~for ~~intangible~~the ~~assets~~Composites reporting unit exceeded ~~the~~its carrying value asby ofless ~~the~~than ~~date of our assessment~~5%.

There was uncertainty as to the outcome of the strategic review of our glass reinforcements business and the macroeconomic factors that impact this reporting unit. The likelihood of a future impairment could be increased by a sustained downturn in these macroeconomic factors, a change in the long-term revenue growth rate or profitability for this reporting unit, or the outcome of the strategic review. 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.

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%.

The following table summarizes the segment allocation of recorded goodwill on our Consolidated Balance Sheet as of December 31, 2024:


(In millions)	December 31, 2024		Percent of Total
Roofing	$	392	14	%
Insulation	550		19	%
Doors	1,478		52	%
Composites	423		15	%
Total goodwill	$	2,843	100	%

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ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~Testing~~Annual ~~indicated~~2024 that the fair values of a trade name used by our European building and technical insulation business and a trademark used on global cellular glass insulation products exceeded their carrying values by 2% and 1%, respectively. A change in the estimated longIndefinite-~~term~~lived ~~revenue~~Intangible ~~growth~~Asset ~~rate~~Impairment or increase in the discount rate assumption could increase the likelihood of a future impairment for these assets. For the trade name used by our European building and technical insulation business, if all other assumptions remain constant, a 50 basis point increase in the selected discount rate of 12.5% 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%. For the trademark used on global cellular glass insulation products, if all other assumptions remain constant, a 50 basis point increase in the selected discount rate of 12.0% 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%. Assessment

~~The~~Fair ~~carrying~~ values ofused ~~the~~in ~~European~~testing ~~building~~for ~~and~~potential ~~technical~~impairment ~~insulation~~of ~~trade~~our ~~name~~trademarks and trade names are calculated by applying an estimated market value royalty rate to the ~~global~~forecasted ~~cellular~~revenues ~~glass~~of ~~insulation~~the ~~trademark~~businesses that utilize those assets. The assumed cash flows from this calculation are ~~$90~~discounted ~~million~~at ~~and~~a ~~$80~~rate ~~million~~based on a market-participant discount rate. Our annual test of indefinite-lived intangibles was conducted as of October 1, ~~respectively~~2024. ~~Both~~The fair value of ~~these~~each of our indefinite-lived intangible assets ~~are~~exceeded ~~included~~the ~~within~~carrying value as of the ~~Insulation~~date ~~segment.~~of our assessment.

Testing indicated that the fair value of a trade name used by our European building and technical insulation business exceeded its carrying values by 3%. A change in the estimated long-term revenue growth rate or increase in the discount rate assumption could increase the likelihood of a future impairment for this asset. 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%. The carrying value of the European building and technical insulation trade name is $84 million as of December 31, 2024. This asset is included within the Insulation segment.

The fair value of the remaining assets substantially exceeded their carrying value as of the date of our assessment.

Long-lived Asset Recoverability ~~Assessment~~and Impairment Assessments

~~Fair~~The ~~values~~recoverable value for long-lived asset testing are calculated by estimating the undiscounted cash flows from the use and ultimate disposition of the asset ~~or by estimating the amount that a willing third party would pay~~. 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 tests asset groups for potential impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. ~~We evaluated and concluded that there are not any reasonably likely changes to management’s estimates that would indicate that the carrying value of our long-lived assets is unrecoverable.~~

~~However,~~During ~~changes~~the infourth ~~management~~quarter ~~intentions~~of 2024, ~~market~~the ~~conditions~~Company determined that certain asset groups should be tested for recoverability, ~~operating~~primarily ~~performance~~as ~~and~~a ~~other~~result ~~similar~~of ~~circumstances~~the ~~could~~progression ~~affect~~of the ~~assumptions~~strategic ~~used~~review inof ~~these~~the ~~impairment~~glass ~~tests~~reinforcements business. ~~Changes~~Recoverability inof the ~~assumptions~~long-lived ~~could~~assets ~~result~~was inmeasured ~~impairment~~by ~~charges~~comparing ~~that~~the ~~could~~carrying amount of the asset groups to the future net undiscounted cash flows expected to be ~~material~~generated by the asset groups. Specifically for the glass reinforcements asset group, the Company used an undiscounted cash flow model giving consideration to ~~our~~probability ~~Consolidated~~weighted ~~Financial~~cash ~~Statements~~flows inof ~~any~~differing ~~given~~outcomes ~~period~~of the strategic review. The comparison indicated that one of the asset groups, the glass reinforcements asset group, was not recoverable.

~~Product~~Fair ~~Warranty:~~value ~~The~~of ~~Company~~the ~~records~~glass reinforcements asset group was calculated using a ~~liability~~discounted ~~for~~cash ~~warranty~~flow ~~obligations~~model atand market information obtained through the ~~date~~strategic review to estimate the ~~related~~fair ~~products~~value ~~are~~of ~~sold~~the asset group, with weighting applied. ~~Most~~ ~~significant~~As ~~are~~a result of the ~~standard~~analysis ~~warranties~~performed, onthe ~~our~~Company ~~roofing~~recorded ~~products.~~pre-tax ~~The~~asset ~~standard~~impairment ~~warranties~~charges ~~generally~~for ~~provide~~the ~~full~~amount ~~coverage~~by ofwhich ~~labor~~the ~~and~~carrying ~~materials~~value ~~for~~exceeded aits ~~period~~fair value of ~~5-10~~$483 ~~years~~million ~~from~~for the ~~original~~year ~~installation~~ended ~~date~~December 31, ~~and~~2024, ~~prorated~~which ~~materials~~is ~~for~~included in Impairment due to strategic review on the ~~remaining~~Consolidated ~~life~~Statements of ~~the~~Earnings. ~~roof~~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.

~~Our~~The ~~estimated~~most ~~cost~~significant ofassumption ~~our~~used ~~standard~~in ~~warranty~~the ~~obligations~~fair isvalue ~~calculated~~analysis ~~using~~was athe ~~5-year~~weighting ~~historical average~~ of ~~claims~~the ~~paid~~discounted ~~for~~cash ~~each~~flow ~~major~~model ~~product~~and ~~category,~~market ~~the~~information. ~~estimated~~If ~~future~~all ~~cost~~other toassumptions ~~manufacture~~remain ~~the replacement shingles~~constant, ~~and~~a ~~the~~5% ~~estimated~~change ~~future~~in ~~cost~~the ~~for~~weighting ~~contractor~~would ~~labor,~~change ~~subject to~~ the ~~applicable~~fair ~~warranty~~value ~~coverage,~~of ~~for~~the aasset ~~20-year~~group ~~period~~by ~~from~~approximately ~~the date of installation~~2%.

~~Additionally,~~Please ~~the~~refer ~~Company~~to ~~sells~~Note ~~contractors~~5, ~~extended~~Note ~~warranties~~6 ~~that extend coverage beyond our standard product warranty. The extended warranties revenue is deferred~~ and ~~recognized~~Note ~~over~~10 ~~the~~for ~~related~~additional ~~coverage~~detail ~~period,~~on ~~ranging~~impairment ~~from~~charges 16recorded toin ~~20 years~~2024.

~~Pensions~~However, ~~and~~changes ~~Other~~in ~~Postretirement~~management ~~Benefits.~~intentions, ~~Accounting~~market ~~for~~conditions, ~~pensions~~operating performance and other ~~postretirement~~similar ~~benefits~~circumstances ~~involves~~could ~~estimating~~affect the ~~cost~~assumptions ofused ~~benefits~~in tothese beimpairment ~~provided~~tests. ~~well~~Changes ~~into~~in the ~~future and attributing that cost over the time period each employee works. To accomplish this, extensive use is made of~~ assumptions ~~about~~could ~~investment~~result ~~returns,~~in ~~discount~~additional ~~rates,~~impairment ~~inflation,~~charges ~~mortality,~~that ~~turnover, and medical costs. Changes in assumptions used~~ could ~~result~~be ~~in a~~ material ~~impact~~ to our Consolidated Financial Statements in any given period.

~~Two~~Product 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. For our largest plan, the United States plan, the discount rate used for the December 31, 2023 measurement date is based on a yield curve approach where the expected future benefit payments are matched with a yield curve derived from certain AA-rated corporate bonds. Warranty

The ~~result~~Company ~~supported~~records a ~~discount~~liability ~~rate~~for ofwarranty ~~5.00%~~obligations at ~~December 31,~~the ~~2023~~date ~~compared~~the torelated ~~5.15%~~products atare ~~December 31, 2022~~sold. AMost 25significant ~~basis~~are ~~point increase (decrease) in~~ the ~~discount~~standard ~~rate~~warranties ~~would~~on ~~(decrease)~~our ~~increase~~roofing ~~the~~products. ~~December 31,~~The ~~2023~~standard ~~projected~~warranties ~~benefit~~generally ~~obligation~~provide ~~for~~full ~~the~~coverage ~~United~~of ~~States~~labor ~~pension~~and ~~plan~~materials byfor ~~approximately~~a $9period ~~million.~~of A5-10 25years ~~basis~~from ~~point increase (decrease) in~~ the ~~discount~~original ~~rate~~installation ~~would~~date ~~(decrease)~~and ~~increase~~prorated ~~2024~~materials ~~net~~for ~~periodic~~the ~~pension~~remaining ~~cost~~life byof ~~less~~the ~~than $1 million~~roof.

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.

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ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

~~The expected return on plan assets in the United States was derived by taking into consideration the target plan asset allocation~~Additionally, ~~historical rates of return on those assets, projected future asset class returns and net outperformance of~~ the ~~market by active investment managers and plan related and investment related expenses paid from the plan trust. The~~ Company ~~uses~~sells ~~the~~contractors ~~target~~extended ~~plan~~warranties ~~asset~~that ~~allocation~~extend ~~because~~coverage webeyond ~~rebalance~~ our ~~portfolio~~standard toproduct ~~target on at least a quarterly basis~~warranty. AnThe ~~asset~~extended ~~return~~warranties ~~model~~revenue ~~was~~is ~~used~~deferred toand ~~develop~~recognized ~~an expected range of returns on plan investments~~ over athe ~~20-year~~related coverage period, ~~with~~ranging ~~the expected rate of return selected~~ from a16 ~~best estimate range within the total range of projected results. This process resulted in the selection of an expected return of 5.75% at the December 31, 2023 measurement date, which is used~~ to ~~determine~~20 ~~net periodic pension cost for the year 2024~~years. The expected return selected at the December 31, 2022 measurement date was 5.75%, which was used to determine the net periodic pension cost for the year 2023. A 25 basis point increase (decrease) in return on plan assets assumption would result in a respective decrease (increase) of 2024 net periodic pension cost by approximately $1 million.

~~The~~Pensions discount rate for our United States postretirement plan was selected using the same method as described for the pension plan. The result supported a discount rate of 4.90% at December 31, 2023 compared to 5.10% at December 31, 2022. A 25 basis point increase (decrease) in the discount rate would (decrease) increase the United States postretirement benefit obligation by approximately $2 million and ~~(decrease)~~Other ~~increase~~Postretirement ~~2024~~Benefits ~~net periodic postretirement benefit cost by less than $1 million.~~

Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, extensive use is made of assumptions about investment returns, discount rates, inflation, mortality, turnover and medical costs. 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. For our largest plan, the United States plan, the discount rate used for the December 31, 2024 measurement date is based on a yield curve approach where the expected future benefit payments are matched with a yield curve derived from certain AA-rated corporate bonds.

The result supported a discount rate of 5.65% at December 31, 2024 compared to 5.00% at December 31, 2023. A 25 basis point increase (decrease) in the discount rate would (decrease) increase the December 31, 2024 projected benefit obligation for the United States pension plan by approximately $8 million. A 25 basis point increase (decrease) in the discount rate would (decrease) increase 2025 net periodic pension cost by less than $1 million.

The expected return on plan assets in the United States was derived by taking into consideration the target plan asset allocation, historical rates of return on those assets, projected future asset class returns and net out performance of the market by active investment managers and plan related and investment related expenses paid from the plan trust. The Company uses the target plan asset allocation because we rebalance our portfolio to target on at least a quarterly basis. An asset return model was used to develop an expected range of returns on plan investments over a 20-year period, with the expected rate of return selected from a best estimate range within the total range of projected results. This process resulted in the selection of an expected return of 6.00% at the December 31, 2024 measurement date, which is used to determine net periodic pension cost for the year 2025. The expected return selected at the December 31, 2023 measurement date was 5.75%, which was used to determine the net periodic pension cost for the year 2024. A 25 basis point decrease in return on plan assets assumption would result in a respective increase of 2025 net periodic pension cost by less than $1 million.

The discount rate for our United States postretirement plan was selected using the same method as described for the pension plan. The result supported a discount rate of 5.55% at December 31, 2024 compared to 4.90% at December 31, 2023. A 25 basis point increase (decrease) in the discount rate would (decrease) increase the United States postretirement benefit obligation by approximately $2 million and (decrease) increase 2025 net periodic postretirement benefit cost by less than $1 million.

The methods corresponding to those described above are used to determine the discount rate and expected return on assets for non-U.S. pension and postretirement plans, to the extent applicable.

RECENT ACCOUNTING PRONOUNCEMENTS

Please refer to Note 1 of the Consolidated Financial Statements.

ENVIRONMENTAL MATTERS

Please refer to Note 1617 of the Consolidated Financial Statements.

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ITEM 7.			MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

Our disclosures and analysis in this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements present our current forecasts and estimates of future events. These statements do not strictly relate to historical or current results and can be identified by words such as “anticipate,” “appear,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “will” and other terms of similar meaning or import in connection with any discussion of future operating, financial or other performance. These forward-looking statements are subject to risks, uncertainties and other factors and actual results may differ materially from those results projected in the statements. These risks, uncertainties and other factors include, without limitation:

•levels of residential and 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~~, and the viability of banks and other financial institutions~~;

•changes to tariff, trade or investment policies or laws;

•availability and cost of energy and raw materials;

•levels of global industrial production;

•competitive and pricing factors;

•relationships with key customers and customer concentration in certain areas;

•~~issues~~our ~~related~~ability to ~~acquisitions,~~achieve ~~divestitures~~expected ~~and~~synergies, ~~joint~~cost ~~ventures~~reductions and/or ~~expansions,~~productivity ~~including the planned acquisition of Masonite~~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;

•~~changes~~uninsured tolosses ~~tariff~~or major manufacturing disruptions, ~~trade~~including orthose ~~investment~~from ~~policies~~natural disasters, catastrophes, pandemics, theft or ~~laws~~sabotage;

•uninsured losses, 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; ~~including the planned acquisition of Masonite;~~

•our liquidity and the availability and cost of credit;

•our ability to achieve expected synergies, cost reductions and/or productivity improvements;

•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

•our ability to complete and successfully integrate the Masonite acquisition;

•any material adverse changes in the business of Masonite

•the ability to obtain required regulatory, shareholder or other third-party approvals and consents and otherwise complete the Masonite acquisition;

•our ability to achieve the strategic and other objectives relating to the Masonite acquisition, including any expected synergies, and the strategic review of our GR business; and

•defined benefit plan funding obligations.

All forward-looking statements in this Annual Report on Form 10-K should be considered in the context of the risks and other factors described herein, and in Item 1A above, and as detailed from time to time in the Company’s filings with the U.S. Securities and Exchange Commission. ~~Users of this Annual Report on Form 10-K should not interpret the disclosure of any risk factor to imply that the risk has not already materialized.~~ Any forward-looking statements speak only as of the date the statement is made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities laws. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this Annual Report on Form 10-K may not occur and actual results may differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this Annual Report on Form 10-K are cautioned not to place undue reliance on the forward-looking statements.

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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. To mitigate some of the near-term volatility in our earnings and cash flows, the Company manages certain of our exposures through the use of financial contracts, contracts for physical delivery of a particular commodity, and derivative financial instruments. The Company’s objective with these instruments is to reduce exposure to near-term fluctuations in earnings and cash flows. The Company’s policy enables the use of foreign currency, interest rate and commodity derivative financial instruments only to the extent necessary to manage exposures as described above. The Company does not enter into such transactions for trading purposes.

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.

For purposes of disclosing the market risk inherent in its derivative financial instruments the Company uses sensitivity analysis disclosures that express the potential loss in fair values of market rate sensitive instruments resulting from changes in interest rates, foreign currency exchange rates, and commodity prices that assume instantaneous, parallel shifts in exchange rates, interest rate yield curves, and commodity prices. The following analysis provides such quantitative information regarding market risk. There are certain shortcomings inherent in the sensitivity analysis presented, primarily due to the assumption that exchange rates change instantaneously and that interest rates change in a parallel fashion. In addition, the analyses are unable to reflect the complex market reactions that normally would arise from the market shifts modeled.

Foreign Exchange Rate Risk

The Company has transactional foreign currency exposures related to buying, selling, and financing in currencies other than the local currencies in which it operates. 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 ~~are~~in ~~related~~U.S. toDollars ~~the United States Dollar~~ primarily ~~relative~~relate to the Indian Rupee, Brazilian Real, ~~Indian~~South ~~Rupee~~Korean Won, Chinese Yuan, Hong Kong Dollar, ~~South Korean Won,~~ and the European Euro exchange rates. ~~Also~~In addition, ~~there are additional~~ exposures ~~related~~in ~~to the~~ European Euro primarily ~~versus~~relate to the Polish Złoty, ~~British~~Danish ~~Pound~~Krone ~~Sterling,~~ and the U.S. Dollar. 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 currency risk was a liability of less than $1 million ~~and a liability of $1 million~~ as of December 31, ~~2023 and 2022, respectively~~2024. As of December 31, ~~2023~~2024, the potential change in fair value for such financial instruments from an increase ~~(decrease)~~ of 10% in the quoted foreign currency exchange rates would be a (decrease) ~~increase~~ of approximately $~~4 million and $3 million, respectively. As of December~~6 31, 2022, the potential change in fair value for such financial instruments from an increase (decrease) of 10% in the quoted foreign currency exchange rates would be a (decrease) increase of approximately $7 million ~~and $5 million, respectively~~.

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, ~~European~~Polish ~~Euro,~~Złoty ~~Indian Rupee,~~ and ~~Polish~~Great ~~Złoty~~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. 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. 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. ~~As of December 31, 2022, 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 $~~1.6~~361 ~~billion~~million and $1.16 billion at December 31, ~~2023~~2024 and ~~2022~~2023, respectively. Based on the year-end outstanding balances on floating rate debt, a one percentage point increase ~~(decrease)~~ in interest rates at December 31, ~~2023~~2024 ~~and 2022~~ would increase ~~(decrease)~~ our annual net interest expense by less than $1 million ~~for each year~~.

The fair market value of the Company’s senior notes are subject to interest rate risk. 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%

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ITEM 7A.			QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK (continued)

	Senior Notes Maturity Year
As of December 31, 2023:	2024	2026	2029	2030	2036	2047	2048
Increase in interest rates
Decrease in fair value	1%	2%	5%	5%	8%	13%	13%
Decrease in interest rates
Increase in fair value	1%	3%	5%	6%	9%	16%	16%
	Senior Notes Maturity Year
As of December 31, 2022:	2024	2026	2029	2030	2036	2047	2048
Increase in interest rates
Decrease in fair value	2%	3%	6%	6%	8%	12%	12%
Decrease in interest rates
Increase in fair value	2%	3%	6%	7%	10%	15%	15%

Commodity Price Risk

The Company is exposed to changes in prices of commodities used in its operations, primarily associated with energy, such as natural gas, and raw materials, such as asphalt and polystyrene. 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, ~~2023 and 2022~~2024, the net fair value of such swap contracts was aan ~~liability~~asset of $15 3 million ~~and a liability of $30 million, respectively~~. ~~The~~An ~~potential change in fair value at December 31, 2023 and 2022 resulting from an~~ increase ~~(decrease)~~ of 10% in the underlying commodity prices would beresult in an increase ~~(decrease)~~in fair value of $4 million ~~for~~as ~~2023 and an increase (decrease)~~ of $8December 31, ~~million for 2022~~2024. This amount excludes the offsetting impact of the price risk inherent in the physical purchase of the underlying commodities.

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ITEM 8.			FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Pages 61 through 115 of this filing are incorporated herein by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9A. CONTROLS AND PROCEDURES

The Company maintains (a) disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and (b) internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.

There has been no change in the Company's internal control over financial reporting during the quarter ended December 31, 2023 that materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.

A report of the Company’s management on the Company’s internal control over financial reporting is contained on page 58 hereof and is incorporated here by reference. PricewaterhouseCoopers LLP’s report on the effectiveness of internal control over financial reporting is included in the Report of Independent Registered Public Accounting Firm beginning on page 59 hereof.

ITEM 9B. OTHER INFORMATION

10b5-1 Plans

On October 31, 2023, Gunner Smith, the Company's President, Roofing, entered into a written plan for the sale of shares of Company common stock, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Securities Exchange Act of 1934 (the “Exchange Act”). Mr. Smith’s plan provides for the sale of 12,515 shares of Company common stock in the aggregate underlying future vesting restricted stock units and performance stock units (“PSUs”) that are expected to vest during the term of the plan. The amount of shares disclosed above has not been reduced by the number of shares that may be withheld for income taxes, and assumes that the PSUs will vest at 100% attainment. The actual number of PSUs that may vest can vary between 0% - 200% of the target award amount, subject to the achievement of certain performance conditions as set forth in the PSU award agreement, and the number of shares sold pursuant to Mr. Smith’s plan may increase or decrease accordingly. This plan is scheduled to terminate no later than October 25, 2024.

On December 13, 2023, José Méndez-Andino, the Company's Executive Vice President, Chief Research and Development Officer, entered into a written plan for the sale of up to 2,833 shares of Company common stock, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. This plan is scheduled to terminate no later than December 13, 2024.

On December 14, 2023, Paula Russell, the Company's Executive Vice President, Chief Human Resources Officer, entered into a written plan for the sale of up to 3,765 shares of Company common stock, intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act. This plan is scheduled to terminate no later than November 29, 2024.

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

Not applicable.

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Part III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Information with respect to directors, corporate governance, and compliance with Section 16(a) of the Exchange Act will be presented in the 2024 Proxy Statement in the sections titled “Information Concerning Directors,” “Governance Information,” and “Delinquent Section 16(a) Reports,” and such information is incorporated herein by reference.

Information with respect to our executive officers is included herein under Part I, “Information about our Executive Officers”.

Code of Ethics

Owens Corning has adopted an Ethics Policy for Chief Executive and Senior Financial Officers (“Ethics Policy”) that applies to our Chief Executive Officer, Chief Financial Officer and Controller. This Ethics Policy is available on our website (www.owenscorning.com) under the “Corporate Governance” tab located in the “Investing in Owens Corning” section and print copies will be made available free of charge upon request to the Corporate Secretary of the Company. To the extent required by applicable SEC rules or New York Stock Exchange listing standards, the Company intends to post any amendments or waivers to the above referenced codes of ethics to our website, under the tab entitled “Corporate Governance.”

ITEM 11. EXECUTIVE COMPENSATION

Information regarding executive officer and director compensation will be presented in the 2024 Proxy Statement under the section titled “Executive Compensation,” exclusive of the subsection titled “Compensation Committee Report,” and the section titled “2023 Non-Management Director Compensation,” and such information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information regarding security ownership of certain beneficial owners and management and related stockholder matters, as well as equity compensation plan information, will be presented in the 2024 Proxy Statement under the sections titled “Beneficial Ownership of Shares,” “Security Ownership of Executive Officers and Directors” and “Equity Compensation Plan Information,” and such information is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding certain relationships and related transactions and director independence will be presented in the 2024 Proxy Statement under the sections titled “Review of Transactions with Related Persons,” “Director Qualifications Standards” and “Director Independence,” and such information is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Information regarding principal accounting fees and services will be presented in the 2024 Proxy Statement under the sections titled “Principal Accountant Fees and Services,” and such information is incorporated herein by reference.

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Part IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a)DOCUMENTS FILED AS PART OF THIS REPORT

1.See Index to Consolidated Financial Statements on page 57 hereof.

2.See Index to Financial Statement Schedules on page 116 hereof.

EXHIBIT INDEX

ExhibitNumber						Description
2.1						Arrangement Agreement, dated as of February 8, 2024, among Owens Corning, Masonite International Corporation and MT Acquisition Co ULC (incorporated by reference to Exhibit 2.1 to Owens Corning's Current Report on Form 8-K (File No. 1-33100), filed February 9, 2024).+
3.1						Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended March 31, 2016).
3.2						Fourth Amended and Restated Bylaws of Owens Corning (as adopted on June 15, 2023) (incorporated by reference to Exhibit 3.1 to Owens Corning's Current Report on Form 8-K (File No. 1-33100), filed June 22, 2023).
4.1						Indenture, dated as of October 31, 2006, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed November 2, 2006).
4.2						Form of 7.000% Senior Notes due 2036 (incorporated by reference to Exhibit 4.1 to Owens Corning's Current Report on Form 8-K (File No. 1-33100), filed November 2, 2006).
4.3						First Supplemental Indenture, dated as of April 13, 2007, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed April 13, 2007).
4.4						Second Supplemental Indenture, dated as of December 12, 2007, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 4.3 to Owens Corning’s Annual Report on Form 10-K (File No. 1-33100), for the year ended December 31, 2007).
4.5						Third Supplemental Indenture, dated as of April 24, 2008, by and among Owens Corning, each of the guarantors named therein and LaSalle Bank National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended June 30, 2008).
4.6						Fourth Supplemental Indenture, dated as of May 26, 2010, by and among Owens Corning, each of the guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed May 28, 2010).

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4.7						Fifth Supplemental Indenture, dated as of October 3, 2016, by and among Owens Corning, each of the guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.7 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100) for the year ended December 31, 2017).
4.8						Sixth Supplemental Indenture, dated as of February 27, 2017, by and among Owens Corning, each of the guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.8 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100), for the year ended December 31, 2017).
4.9						Seventh Supplemental Indenture, dated as of August 23, 2017, by and among Owens Corning, the guarantor named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.5 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended September 30, 2017).
4.10						Indenture, dated as of June 2, 2009, by and among Owens Corning, certain of Owens Corning’s subsidiaries and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Registration Statement on Form S-3 (File No. 333-159689), filed June 3, 2009).
4.11						Third Supplemental Indenture, dated as of October 22, 2012, by and among Owens Corning, certain subsidiaries, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Form 8-K (File No. 1-33100), filed October 22, 2012).
4.12						Fourth Supplemental Indenture, dated as of November 12, 2014, by and among Owens Corning, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed November 12, 2014).
4.13						Form of 4.200% Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed November 12, 2014).
4.14						Fifth Supplemental Indenture, dated as of August 8, 2016, by and among the Owens Corning, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed August 8, 2016).
4.15						Form of 3.400% Senior Notes due 2026 (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed August 8, 2016).
4.16						Sixth Supplemental Indenture, dated as of October 3, 2016, by and among Owens Corning, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.9 to Post-Effective Amendment No. 1 to Owens Corning’s Registration Statement on Form S-3 (Registration No. 333-202011), filed June 21, 2017).
4.17						Seventh Supplemental Indenture, dated as of February 27, 2017, by and among Owens Corning, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.10 to Post-Effective Amendment No. 1 to Owens Corning’s Registration Statement on Form S-3 (Registration No. 333-202011), filed June 21, 2017).
4.18						Eighth Supplemental Indenture, dated as of June 26, 2017, by and among Owens Corning, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed June 26, 2017).
4.19						Form of 4.300% Senior Notes due 2047 (incorporated by reference to Exhibit 4.2 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed June 26, 2017).
4.20						Ninth Supplemental Indenture, dated as of August 23, 2017, by and among Owens Corning, the guarantor named therein and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.6 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended September 30, 2017).

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4.21						Tenth Supplemental Indenture, dated as of January 25, 2018, by and among Owens Corning, the guarantors party thereto and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed January 25, 2018).
4.22						Form of 4.400% Senior Notes due 2048 (incorporated by reference to Exhibit 4.2 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed January 25, 2018).
4.23						Eleventh Supplemental Indenture, dated as of August 12, 2019, by and between Owens Corning and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed August 12, 2019).
4.24						Form of 3.950% Senior Notes due 2029 (incorporated by reference to Exhibit 4.2 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed August 12, 2019).
4.25						Twelfth Supplemental Indenture, dated as of May 12, 2020, by and between Owens Corning and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.1 to Owens Corning's Current Report on Form 8-K (File No. 1-33100), filed May 12, 2020).
4.26						Form of 3.875% Senior Notes due 2030 (incorporated by reference to Exhibit 4.2 to Owens Corning's Current Report on Form 8-K (File No. 1-33100), filed May 12, 2020).
4.27						Description of Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.26 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100), for the year ended December 31, 2019).
10.1						Amended and Restated Credit Agreement, dated as of July 23, 2021, by and among Owens Corning, as borrower, the lenders signatory thereto and Wells Fargo Bank, National Association, as administrative agent (incorporated by reference to Exhibit 10.1 to Owens Corning's Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended September 30, 2021).
10.2						First Amendment to Amended and Restated Credit Agreement dated as of June 13, 2022, by and among Owens Corning and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.1 to Owens Corning's Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended June 30, 2022).
10.3						Second Amendment to Amended and Restated Credit Agreement, dated as of May 24, 2023, by and among Owens Corning and Wells Fargo Bank, National Association (incorporated by references to Exhibit 10.1 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended June 30, 2023).
10.4						Second Amended and Restated Receivables Purchase Agreement, dated as of May 5, 2017 (incorporated by reference to Exhibit 10.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed May 9, 2017).
10.5						First Amendment, dated April 12, 2018, related to the Second Amended and Restated Receivables Purchase Agreement, dated as of May 5, 2017 (incorporated by reference to Exhibit 10.1 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended March 31, 2018).
10.6						Second Amendment to Second Amended and Restated Receivables Purchase Agreement, dated April 8, 2019 (incorporated by reference to Exhibit 10.1 to Owens Corning's Quarterly Report on Form 10-Q (File No. 1-133100), for the quarter ended June 30, 2019).
10.7						Third Amendment to Second Amended and Restated Receivables Purchase Agreement, dated as of April 26, 2021, by and among Owens Corning Sales, LLC, Owens Corning Receivables LLC, PNC Bank, National Association and the other parties thereto (incorporated by reference to Exhibit 10.1 to Owens Corning's Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended June 30, 2021).
10.8						Purchase and Sale Agreement, dated as of March 31, 2011, between Owens Corning Sales, LLC and Owens Corning Receivables, LLC (incorporated by reference to Exhibit 10.2 to Owens Corning's Current Report on Form 8-K (File No. 1-33100), filed April 5, 2011).

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10.9						First Amendment to Purchase and Sale Agreement, dated as of May 5, 2017, by and between Owens Corning Sales, LLC and Owens Corning Receivables LLC (incorporated by reference to Exhibit 10.2 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended June 30, 2017).
10.10						Second Amendment to Purchase and Sale Agreement, dated as of April 26, 2021, by and between Owens Corning Sales, LLC and Owens Corning Receivables, LLC (incorporated by reference to Exhibit 10.2 to Owens Corning's Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended June 30, 2021).
10.11						Amended and Restated Performance Guaranty, dated as of May 5, 2017 (incorporated by reference to Exhibit 10.3 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended June 30, 2017).
10.12						Form of Key Management Severance Agreement for Executive Officers (incorporated by reference to Exhibit 10.10 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100), for the year ended December 31, 2013).*
10.13						Form of Directors’ Indemnification Agreement (incorporated by reference to Exhibit 10.2 of Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed November 2, 2006).
10.14						Owens Corning Executive Supplemental Benefit Plan, 2009 Restatement (incorporated by reference to Exhibit 10.28 to Owens Corning’s Annual Report on Form 10-K (File No. 1-33100), for the year ended December 31, 2008).*
10.15						Owens Corning Supplemental Executive Retirement Plan, as amended and restated, effective as of January 1, 2009 (incorporated by reference to Exhibit 10.30 to Owens Corning’s Annual Report on Form 10-K (File No. 1-33100), for the year ended December 31, 2008).*
10.16						Owens Corning 2021 Corporate Incentive Plan (incorporated by reference to Exhibit 10.16 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100), for the year ended December 31, 2020).*
10.17						Owens Corning Amended and Restated Deferred Compensation Plan, effective as of January 1, 2021 (incorporated by reference to Exhibit 10.17 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100), for the year ended December 31, 2020).*
10.18						Owens Corning 2010 Stock Plan (incorporated by reference to Exhibit 10.1 to Owens Corning’s Current Report on Form 8-K (File No. 1-33100), filed April 23, 2010).*
10.19						Owens Corning 2013 Stock Plan (incorporated by reference to Annex C to Owens Corning’s Definitive Proxy Statement (File No 1-33100), filed March 14, 2013).*
10.20						Owens Corning 2016 Stock Plan (incorporated by reference to Exhibit 10.39 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended March 31, 2016).*
10.21						Owens Corning 2019 Stock Plan (incorporated by reference to Exhibit 10.1 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended March 31, 2019).*
10.22						Owens Corning 2023 Stock Plan (incorporated by reference to Exhibit 10.1 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended March 31, 2023.*
10.23						Amended and Restated Owens Corning Employee Stock Purchase Plan, effective April 16, 2020 (incorporated by reference to Exhibit 10.1 to Owens Corning's Current Report on Form 8-K (File No. 1-33100), filed April 21, 2020).*
10.24						Form of Owens Corning 2013 Long Term Incentive Program Award Agreement for Option Award (incorporated by reference to Exhibit 10.27 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100), for the year ended December 31, 2013).*

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10.25						Form of Owens Corning 2018 Long Term Incentive Program Award Agreement for Performance Share Units (incorporated by reference to Exhibit 10.2 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended March 31, 2018). *
10.26						Form of Owens Corning 2018 Long Term Incentive Program Award Agreement for Restricted Stock (incorporated by reference to Exhibit 10.3 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended March 31, 2018).*
10.27						Form of Owens Corning 2019 Long Term Incentive Program Award Agreement pursuant to the Owens Corning 2016 Stock Plan for Restricted Stock Unit Award (incorporated by reference to Exhibit 10.2 to Owens Corning's Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended March 31, 2019).*
10.28						Form of Deferred Stock Unit Award Agreement for Directors (incorporated by reference to Exhibit 10.32 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended June 30, 2015).*
10.29						Form of Long Term Incentive Program Award Agreement for Restricted Stock Unit (incorporated by reference to Exhibit 10.33 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended June 30, 2015).*
10.30						Form of Long Term Incentive Program Award Agreement for Performance Share Unit (incorporated by reference to Exhibit 10.34 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended June 30, 2015).*
10.31						Form of Owens Corning 2020 Long Term Incentive Program Award Agreement pursuant to the Owens Corning 2019 Stock Plan for Performance Share Unit Award (incorporated by reference to Exhibit 10.30 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100), for the year ended December 31, 2020).*
10.32						Form of Long Term Incentive Program Award Agreement for Restricted Stock (incorporated by reference to Exhibit 10.35 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended June 30, 2015).*
10.33						Form of Owens Corning 2020 Long Term Incentive Program Award Agreement pursuant to the Owens Corning 2019 Stock Plan for Restricted Stock Unit Award (incorporated by reference to Exhibit 10.32 to Owens Corning's Annual Report on Form 10-K (File No. 1-33100), for the year ended December 31, 2020).*
10.34						Form of Owens Corning 2022 Long Term Incentive Program Award Agreement pursuant to the Owens Corning 2019 Stock Plan for Restricted Stock Unit Award (incorporated by reference to Exhibit 10.1 to Owens Corning's Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended March 31, 2022).*
10.35						Form of Owens Corning 2022 Long Term Incentive Program Award Agreement pursuant to the Owens Corning 2019 Stock Plan for Performance Share Unit Award (incorporated by reference to Exhibit 10.2 to Owens Corning's Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended March 31, 2022).*
10.36						Form of Owens Corning Restricted Stock Unit Award Agreement (incorporated by reference to Exhibit 10.2 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended September 30, 2023.*
10.37						Retirement Transition Agreement, dated as of August 4, 2023, by and between Owens Corning and Dan Smith (incorporated by reference to Exhibit 10.1 to Owens Corning’s Quarterly Report on Form 10-Q (File No. 1-33100), for the quarter ended September 30, 2023.*
21.1						Subsidiaries of Owens Corning (filed herewith).
23.1						Consent of PricewaterhouseCoopers LLP (filed herewith).
31.1						Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).

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31.2						Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a) (filed herewith).
32.1						Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).
32.2						Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 (furnished herewith).
97.1						Owens Corning Clawback Policy (filed herewith).
101						The following materials from the Annual Report on Form 10-K for Owens Corning for the period ended December 31, 2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) Consolidated Statements of Earnings; (ii) Consolidated Statements of Comprehensive Earnings; (iii) Consolidated Balance Sheets; (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows; (vi) related notes to these financial statements; and (vii) document and entity information.
104						The cover page from this Annual Report on Form 10-K, formatted as Inline XBRL

+			Schedules and similar attachments have been omitted from this filing pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or similar attachment will be furnished to the Securities and Exchange Commission upon request.
*			Denotes management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Form 10-K.

Owens Corning agrees to furnish to the U.S. Securities and Exchange Commission, upon request, copies of all instruments defining the rights of holders of long-term debt of Owens Corning where the total amount of securities authorized under each issue does not exceed 10% of the total assets of Owens Corning and its subsidiaries on a consolidated basis.

ITEM 16. FORM 10-K SUMMARY

None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Brian D. Chambers

February 14, 2024

Brian D. Chambers

Chief Executive Officer(Principal Executive Officer)

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Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

/s/ Brian D. Chambers

February 14, 2024

Brian D. Chambers,

Chief Executive Officer and Director(Principal Executive Officer)

/s/ Todd W. Fister

February 14, 2024

Todd W. Fister,

Chief Financial Officer (Principal Financial Officer)

/s/ Mari K. Doerfler

February 14, 2024

Mari K. Doerfler,

Vice President and Controller

/s/ Eduardo E. Cordeiro

February 14, 2024

Eduardo E. Cordeiro,

Director

/s/ Adrienne D. Elsner

February 14, 2024

Adrienne D. Elsner,

Director

/s/ Alfred E. Festa

February 14, 2024

Alfred E. Festa,

Director

/s/ Edward F. Lonergan

February 14, 2024

Edward F. Lonergan,

Director

/s/ Maryann T. Mannen

February 14, 2024

Maryann T. Mannen,

Director

/s/ Paul E. Martin

February 14, 2024

Paul E. Martin,

Director

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/s/ W. Howard Morris

February 14, 2024

W. Howard Morris,

Director

/s/ Suzanne P. Nimocks

February 14, 2024

Suzanne P. Nimocks,

Director

/s/ John D. Williams

February 14, 2024

John D. Williams,

Director

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

ITEM			PAGE
Management’s Report on Internal Control Over Financial Reporting			58
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			59
Consolidated Statements of Earnings			61
Consolidated Statements of Comprehensive Earnings			62
Consolidated Balance Sheets			63
Consolidated Statements of Stockholders’ Equity			64
Consolidated Statements of Cash Flows			65
Notes to Consolidated Financial Statements			66
1. Business and summary of significant accounting policies			66
2. Segment information			73
3. Inventories			77
4. Derivative financial instruments			77
5. Goodwill and other intangible assets			80
6. Property, plant and equipment			82
7. Acquisitions			83
8. Divestitures			84
9. Leases			85
10. Other current liabilities			87
11. Warranties			87
12. Restructuring, acquisition and divestiture-related costs			88
13. Debt			92
14. Pension plans			95
15. Postemployment and postretirement benefits other than pensions			102
16. Contingent liabilities and other matters			105
17. Stock compensation			106
18. Changes in accumulated other comprehensive deficit			110
19. Earnings per share			111
20. Income taxes			112
21. Subsequent events			115

December 31, 2024



ITEM 8			Page

Management’s Report on Internal Control Over Financial Reporting			45

Report of Independent Registered Public Accounting Firm (PCAOB ID 238)			46

Consolidated Statements of Earnings			49

Consolidated Statements of Comprehensive Earnings			50

Consolidated Balance Sheets			51

Consolidated Statements of Stockholders’ Equity			52

Consolidated Statements of Cash Flows			53

Notes to Consolidated Financial Statements			54
1. Business and Summary of Significant Accounting Policies			54
2. Segment Information			62
3. Inventories			66
4. Derivative Financial Instruments			66
5. Goodwill and Other Intangible Assets			69
6. Property, Plant and Equipment			72
7. Acquisitions			73
8. Divestitures			78
9 . Assets Held for Sale			78
10. Leases			79
11. Other Current Liabilities			80
12. Warranties			81
13. Restructuring, Acquisition and Divestiture-Related Costs			81
14. Debt			85
15. Pension Plans			88
16. Postemployment and Postretirement Benefits Other Than Pensions			95
17. Contingent Liabilities and Other Matters			97
18. Stock Compensation			99
19. Changes in Accumulated Other Comprehensive Deficit			102
20. Earnings per Share			103
21. Income Taxes			104
22. Supplemental Cash Flow Information			107
23. Subsequent Events			107

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Management’s Report on Internal Control Over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934.

Management has assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, ~~2023~~2024 based on criteria established in the Internal Control-Integrated Framework in 2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

~~PricewaterhouseCoopers~~On ~~LLP~~May ~~has~~15, ~~audited~~2024, the ~~effectiveness~~Company completed its acquisition of Masonite International Corporation ("Masonite"). As a result, the Company's management excluded the operations of Masonite from its assessment of internal ~~controls~~control over financial reporting as of December 31, ~~2023~~2024. Masonite represented 11% of the Company's consolidated total assets as ~~stated~~of inDecember 31, ~~their~~2024, ~~Report~~and 13% of ~~Independent~~the ~~Registered~~Company's ~~Public~~consolidated ~~Accounting~~Net ~~Firm~~sales onfor ~~page~~the year ended December 5931, ~~hereof~~2024. SEC guidelines permit companies to omit an acquired entity's internal control over financial reporting from its management assessment during the first year of the acquisition. We plan to fully integrate Masonite into our internal control over financial reporting in 2025.

~~Based~~PricewaterhouseCoopers onLLP ~~our~~has ~~assessment,~~audited ~~management~~the ~~determined~~effectiveness ~~that,~~of the internal controls over financial reporting as of December 31, ~~2023~~2024, ~~the~~as ~~Company’s~~stated ~~internal~~in ~~control~~their ~~over~~Report ~~financial~~of ~~reporting~~Independent ~~was~~Registered ~~effective~~Public Accounting Firm within Item 8. Financial Statements and Supplementary Data.

/s/ Brian D. Chambers

February 14, 2024

Brian D. Chambers,

Chief Executive Officer(Principal Executive Officer)

/s/ Todd W. Fister

February 14, 2024

Todd W. Fister,

Chief Financial Officer (Principal Financial Officer)

Based on our assessment, management determined that, as of December 31, 2024, the Company’s internal control over financial reporting was effective.

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of Owens Corning

Opinions on the Financial Statements and Internal Control over Financial Reporting

We have audited the accompanying consolidated balance sheets of Owens Corning and its subsidiaries (the “"Company”") as of December 31, ~~2023~~2024 and ~~2022~~2023, and the related consolidated statements of earnings, of comprehensive earnings, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, ~~2023~~2024, including the related notes ~~and schedule of valuation and qualifying accounts and reserves for each of the three years in the period ended December 31, 2023 appearing on page 117~~ (collectively referred to as the “"consolidated financial statements”"). We also have audited the Company's internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2023~~2024 and ~~2022~~2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, ~~2023~~2024 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2023~~2024, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.

Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

As described in Management’s Report on Internal Control Over Financial Reporting, management has excluded Masonite International Corporation from its assessment of internal control over financial reporting as of December 31, 2024 because it was acquired by the Company in a purchase business combination during 2024. We have also excluded Masonite International Corporation from our audit of internal control over financial reporting. Masonite International Corporation is a wholly-owned subsidiary whose total assets and total revenues excluded from management’s assessment and our audit of internal control over financial reporting represent 11% and 13%, respectively, of the related consolidated financial statement amounts as of and for the year ended December 31, 2024.

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Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

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Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit ~~matter~~matters communicated below isare amatters ~~matter~~ arising from the current period audit of the consolidated financial statements that ~~was~~were communicated or required to be communicated to the audit committee and that (i) ~~relates~~relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit ~~matter~~matters below, providing a separate ~~opinion~~opinions on the critical audit ~~matter~~matters or on the accounts or disclosures to which itthey ~~relates~~relate.

~~Goodwill~~Acquisition ~~Impairment~~of ~~Assessment~~Masonite – ~~Composites~~Valuation ~~Reporting~~of ~~Unit~~Certain Customer Relationships

As described in Notes 1 and 57 to the consolidated financial statements, ~~the~~on ~~Company’s~~May ~~consolidated goodwill balance was $1~~15,~~392~~ ~~million as of December 31~~2024, ~~2023, and~~ the ~~goodwill~~Company ~~associated~~completed ~~with~~ the ~~Composites~~acquisition ~~reporting~~of ~~unit~~Masonite ~~was~~for ~~$425~~a ~~million.~~total ~~Management~~purchase ~~tests~~price ~~goodwill~~of ~~for~~$3.2 ~~impairment~~billion. asOf ofthe ~~October~~acquired 1intangible ~~each year~~assets, orcertain ~~more~~customer ~~frequently~~relationships ~~should~~made ~~circumstances~~up ~~change or events occur that would more likely than not reduce~~ the ~~fair~~majority ~~value~~ of atotal ~~reporting~~customer ~~unit~~relationships ~~below~~recorded ~~its~~of ~~carrying~~$979 ~~amount~~million. ~~Management~~The ~~estimates~~ fair value ~~using~~of acustomer ~~discounted~~relationships ~~cash~~was ~~flow~~determined ~~approach~~using ~~from~~ the ~~perspective~~multi-period ofexcess aearnings ~~market participant~~method. ~~Significant~~Key assumptions ~~used~~under inthis ~~the~~method ~~discounted cash flow approach~~ are the revenue growth ~~rates~~rate, ~~and~~adjusted ~~earnings~~EBITDA ~~before~~margin ~~interest and taxes~~ (~~“EBIT”)~~including ~~margins used in estimating~~ the ~~discrete~~adjusted ~~period~~terminal ~~cash~~EBITDA ~~flow~~margin), ~~forecasts~~customer ofattrition ~~the reporting unit~~rate, ~~the~~ discount rate, ~~and~~tax ~~the long-term revenue growth~~ rate and ~~EBIT~~contributory ~~margin~~asset ~~used in estimating the terminal business value~~charges.

The principal considerations for our determination that performing procedures relating to the ~~goodwill~~valuation ~~impairment~~of ~~assessment~~certain ofcustomer relationships acquired in the ~~Composites~~acquisition ~~reporting~~of ~~unit~~Masonite is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the ~~Composites~~customer ~~reporting~~relationships ~~unit~~acquired; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant assumptions related to the revenue growth rates, ~~and~~adjusted ~~EBIT~~terminal ~~margins~~EBITDA ~~used~~margin, incustomer ~~estimating~~attrition ~~the discrete period cash flow forecasts of the reporting unit~~rate, ~~the~~ discount rate, ~~and~~tax ~~the long-term revenue growth~~ rate and ~~EBIT~~contributory ~~margin~~asset ~~used in estimating the terminal business value~~charges; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to ~~management’s~~the ~~goodwill~~acquisition ~~impairment assessment~~accounting, including controls over ~~the~~management’s valuation of ~~the~~certain ~~Composites~~customer ~~reporting~~relationships ~~unit~~acquired. These procedures also included, among others, (i) reading the purchase agreement; (ii) testing management’s process for developing the fair value estimate of the customer relationships acquired; (iiiii) evaluating the appropriateness of the ~~discounted~~multi-period ~~cash~~excess ~~flow~~earnings ~~approach~~method used by management; (~~iii~~iv) testing the completeness and accuracy of the underlying data used in the ~~discounted~~multi-period ~~cash~~excess ~~flow~~earnings ~~approach~~method; and (ivv) evaluating the reasonableness of the significant assumptions used by management related to the revenue growth rates, ~~and~~adjusted ~~EBIT~~terminal ~~margins~~EBITDA ~~used~~margin, incustomer ~~estimating~~attrition ~~the discrete period cash flow forecasts~~rate, ~~the~~ discount rate, ~~and~~tax ~~the long-term revenue growth~~ rate, and ~~EBIT~~contributory ~~margin~~asset ~~used in estimating the terminal business value~~charges. Evaluating management’s assumptions related to the revenue growth rates, ~~and~~adjusted ~~EBIT~~terminal ~~margins~~EBITDA ~~used~~margin, ~~in estimating the discrete period cash flow forecasts~~ and ~~EBIT~~tax ~~margin~~rate ~~used in estimating the terminal business value~~ involved ~~evaluating whether the assumptions used by management were reasonable~~ considering (i) the current and past performance of the ~~reporting~~Masonite ~~unit~~business; (ii) the consistency with external market and industry data; and (iii) whether the assumptions were consistent with evidence obtained in other areas of the audit. Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of ~~management’s~~the ~~discounted~~multi-period ~~cash~~excess ~~flow~~earnings ~~approach~~method and (ii) the reasonableness of the ~~discount~~customer attrition rate, ~~assumption~~discount rate, and ~~the~~contributory ~~long-term~~asset ~~revenue~~charges ~~growth rate assumption~~assumptions.

~~/s/~~Interim ~~PricewaterhouseCoopers~~Goodwill ~~LLP~~Impairment ~~Toledo,~~Test ~~Ohio~~– ~~February~~Composites ~~14,~~Reporting ~~2024~~Unit

As described in Notes 1 and 5 to the consolidated financial statements, the Company’s goodwill balance was $2.8 billion as of December 31, 2024, and the goodwill associated with the Composites reporting unit was $423 million. Management tests goodwill for impairment as of October 1 each year, or more frequently should circumstances change or events occur that would

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more likely than not reduce the fair value of a reporting unit below its carrying amount. Subsequent to the annual test for the Composites reporting unit, management performed an interim goodwill impairment test during the fourth quarter of 2024 primarily as a result of the progression of the strategic review of the glass reinforcements business, which resulted in no impairment for the reporting unit. Management estimates fair value using a discounted cash flow approach from the perspective of a market participant, as well as the market approach. Significant assumptions used to determine fair value of the Composites reporting unit are the revenue growth rates, earnings before interest and taxes (“EBIT”) margins, long-term growth rate, and the discount rate.

The principal considerations for our determination that performing procedures relating to the interim goodwill impairment test of the Composites reporting unit is a critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the Composites reporting unit; (ii) a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating management’s significant assumptions in the discounted cash flow approach related to revenue growth rates, EBIT margins, the long-term growth rate and discount rate for a portion of the Composites reporting unit; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.


/s/ PricewaterhouseCoopers LLP
Toledo, Ohio
February 24, 2025

We have served as the Company’s auditor since 2002.

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF EARNINGS

(in millions, except per share amounts)

	Twelve Months Ended December 31,
	2023		2022		2021
	2024		2023		2022
NET SALES	$	910,~~677~~975	$	9,~~761~~677	$	89,~~498~~761
COST OF SALES	67,~~994~~721		76,~~145~~994		67,~~281~~145
Gross margin	23,~~683~~254		2,~~616~~683		2,~~217~~616
OPERATING EXPENSES
Marketing and administrative expenses	~~831~~1,044		~~803~~831		~~757~~803
Science and technology expenses	~~123~~144		~~106~~123		91106
Gain on sale of site	(189)		—		—
Loss on sale of business	91		—		—
Gain on equity method investment	—		(130)		—
Impairment due to strategic review	483		—		—
Other expense (income), net	106		123		(69)
Gain on sale of site	—		(189)		—
Total operating expenses	871		902		779
Gain on equity method investment	—		—		(130)
OPERATING INCOME	1,812		1,714		1,438
Other expense, net	365		106		123
Non-operating expense (income), net	145		(9)		(10)
Total operating expenses	2,127		871		902
EARNINGS BEFORE INTEREST AND TAXES	1,667		1,723		1,448
OPERATING INCOME	1,127		1,812		1,714
Interest expense, net	76		109		126
Non-operating (income) expense, net	(1)		145		(9)
Loss on extinguishment of debt	—		—		9
EARNINGS BEFORE INTEREST AND TAXES	1,128		1,667		1,723
EARNINGS BEFORE TAXES	1,591		1,614		1,313
Interest expense, net	212		76		109
Income tax expense	401		373		319
EARNINGS BEFORE TAXES	916		1,591		1,614
Equity in net earnings of affiliates	3		—		1
Income tax expense	275		401		373
NET EARNINGS	1,193		1,241		995
Equity in net earnings of affiliates	6		3		—
Net loss attributable to non-redeemable and redeemable noncontrolling interests	(3)		—		—
NET EARNINGS	647		1,193		1,241
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	1,196	$	1,241	$	995
Net loss attributable to non-redeemable and redeemable noncontrolling interests	—		(3)		—
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING	$	647	$	1,196	$	1,241
EARNINGS PER COMMON SHARE ATTRIBUTABLE TO OWENS CORNING COMMON STOCKHOLDERS
Basic	$	137.2745	$	1213.8527	$	912.6185
Diluted	$	137.1437	$	1213.7014	$	912.5470
WEIGHTED AVERAGE COMMON SHARES
Basic	90.1		96.6		103.5
Diluted	91.0		97.7		104.3

The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(in millions)

		Twelve Months Ended December 31,
		2023		2022		2021
		2024		2023		2022
NET EARNINGS		$	~~1,193~~647	$	1,~~241~~193	$	~~995~~1,241
Other comprehensive income (loss), net of tax
Other comprehensive (loss) income, net of tax
	Currency translation adjustment (net of tax of $(2), $(1) and $(3), for the periods ended December 31, 2023, 2022 and 2021, respectively)	61		(104)		(59)
	Currency translation adjustment (net of tax of $0, $(2) and $(1), for the periods ended December 31, 2024, 2023 and 2022, respectively)	(221)		61		(104)
	Pension and other postretirement adjustment (net of tax of $(36), $(3) and $(18), for the periods ended December 31, 2023, 2022 and 2021, respectively)	105		17		54
	Pension and other postretirement adjustment (net of tax of $(5), $(36) and $(3), for the periods ended December 31, 2024, 2023 and 2022, respectively)	15		105		17
	Hedging adjustment (net of tax of $(4), $6 and $(4), for the periods ended December 31, 2023, 2022 and 2021, respectively)	11		(16)		12
	Hedging adjustment (net of tax of $(4), $(4) and $6, for the periods ended December 31, 2024, 2023 and 2022, respectively)	13		11		(16)
	Total other comprehensive income (loss), net of tax	177		(103)		7
	Total other comprehensive (loss) income, net of tax	(193)		177		(103)
TOTAL COMPREHENSIVE EARNINGS		~~1,370~~454		1,~~138~~370		1,~~002~~138
Comprehensive loss attributable to non-redeemable and redeemable noncontrolling interests		(46)		(34)		—(3)
COMPREHENSIVE EARNINGS ATTRIBUTABLE TO OWENS CORNING		$	~~1,374~~460	$	1,~~141~~374	$	1,~~002~~141

The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(in millions)

	December 31,		~~December 31,~~
ASSETS	~~2023~~2024		~~2022~~2023
CURRENT ASSETS
Cash and cash equivalents	$	~~1,615~~361	$	1,~~099~~615
Receivables, less allowances of $11 at December 31, 2023 and 2022	987		961
Receivables, less allowance of $4 at December 31, 2024 and $11 at December 31, 2023	1,244		987
Inventories	1,~~198~~587		1,~~334~~198
Assets held for sale	—		45
Other current assets	186		117
Other current assets	117		117
Total current assets	3,378		3,917
Total current assets	3,917		3,556
Property, plant and equipment, net	4,164		3,841
Property, plant and equipment, net	3,841		3,729
Operating lease right-of-use assets	414		222
Operating lease right-of-use assets	222		204
Goodwill	2,843		1,392
Goodwill	1,392		1,383
Intangible assets, net	2,688		1,528
Intangible assets, net	1,528		1,602
Deferred income taxes	54		24
Deferred income taxes	24		16
Other non-current assets	534		313
Other non-current assets	313		262
TOTAL ASSETS	$	14,075	$	11,237
TOTAL ASSETS	$	11,237	$	10,752
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	1,~~216~~430	$	1,~~345~~216
Current operating lease liabilities	6287		5262
Long-term debt – current portion	~~431~~38		28431
Other current liabilities	~~615~~742		~~679~~615
Total current liabilities	2,~~324~~297		2,~~104~~324
Long-term debt, net of current portion	25,~~615~~116		2,~~992~~615
Pension plan liability	6949		7869
Other employee benefits liability	~~112~~102		~~118~~112
Non-current operating lease liabilities	~~165~~375		~~152~~165
Deferred income taxes	~~427~~719		~~388~~427
Other liabilities	~~315~~297		~~299~~315
Total liabilities	68,~~027~~955		6,~~131~~027
Redeemable noncontrolling interest	25—		25
OWENS CORNING STOCKHOLDERS’ EQUITY
Preferred stock, par value $0.01 per share (a)	—		—
Common stock, par value $0.01 per share (b)	1		1
Additional paid in capital	4,~~166~~228		4,~~139~~166
Accumulated earnings	45,~~794~~224		34,794
Accumulated other comprehensive deficit	(~~503~~691)		(~~681~~503)
Cost of common stock in treasury (c)	(3,~~292~~685)		(23,~~678~~292)
Total Owens Corning stockholders’ equity	5,~~166~~077		45,~~575~~166
Noncontrolling interests	1943		2119
Total equity	5,~~185~~120		45,~~596~~185
TOTAL LIABILITIES AND EQUITY	$	1114,~~237~~075	$	1011,~~752~~237

(a)10 shares authorized; none issued or outstanding at December 31, ~~2023~~2024 and December 31, ~~2022~~2023

(b)400 shares authorized; 135.5 issued and 8785.24 outstanding at December 31, ~~2023~~2024; 135.5 issued and 9187.92 outstanding at December 31, ~~2022~~2023

The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(in millions)

	Common StockOutstanding				TreasuryStock				APIC (a)		AccumulatedEarnings		AOCI (b)		NCI (c)		Total
	December 31,
	Shares		Par Value		Shares		Cost
	2024		2023		2022
Balance at December 31, 2020	105.6		$	1	29.9		$	(1,400)	$	4,059	$	1,829	$	(588)	$	40	$	3,941
Total equity, beginning of period	$	5,185	$	4,596	$	4,355
Net earnings attributable to Owens Corning	—		—		—		—		—		995		—		—		995
Common stock, $0.01 par value per share
Currency translation adjustment	—		—		—		—		—		—		(59)		(1)		(60)
Beginning of period	1		1		1
Pension and other postretirement adjustment (net of tax)	—		—		—		—		—		—		54		—		54
End of period	1		1		1
Deferred gain on hedging transactions (net of tax)	—		—		—		—		—		—		12		—		12
Treasury stock, $0.01 par value per share
Issuance of common stock under share-based payment plans	1.0		—		(1.0)		48		(17)		—		—		—		31
Beginning of period	(3,292)		(2,678)		(1,922)
Purchases of treasury stock	(6.2)		—		6.2		(570)		—		—		—		—		(570)
Issuance of common stock under share-based payment plans	95		48		39
Stock-based compensation expense	—		—		—		—		50		—		—		—		50
Purchase of treasury stock	(488)		(662)		(795)
Dividends declared (d)	—		—		—		—		—		(118)		—		—		(118)
End of period	(3,685)		(3,292)		(2,678)
Balance at December 31, 2021	100.4		$	1	35.1		$	(1,922)	$	4,092	$	2,706	$	(581)	$	39	$	4,335
Additional paid-in capital (APIC):
Net earnings attributable to Owens Corning	—		—		—		—		—		1,241		—		—		1,241
Beginning of period	4,166		4,139		4,092
Net earnings attributable to non-redeemable noncontrolling interests	—		—		—		—		—		—		—		2		2
Redeemable noncontrolling interest adjustment to redemption value	(1)		(2)		(2)
Redeemable noncontrolling interest adjustment to redemption value	—		—		—		—		(2)		—		—		—		(2)
Reductions of noncontrolling interest	—		—		8
Currency translation adjustment	—		—		—		—		—		—		(101)		(3)		(104)
Issuance of common stock under share-based payment plans	(65)		(22)		(10)
Pension and other postretirement adjustment (net of tax)	—		—		—		—		—		—		17		—		17
Stock-based compensation expense	93		51		51
Deferred loss on hedging transactions (net of tax)	—		—		—		—		—		—		(16)		—		(16)
Fair value of awards included in transaction consideration	35		—		—
Purchases of noncontrolling interest	—		—		—		—		8		—		—		(17)		(9)
End of period	4,228		4,166		4,139
Issuance of common stock under share-based payment plans	0.7		—		(0.7)		39		(10)		—		—		—		29
Accumulated earnings:
Purchases of treasury stock	(9.2)		—		9.2		(795)		—		—		—		—		(795)
Beginning of period	4,794		3,794		2,706
Stock-based compensation expense	—		—		—		—		51		—		—		—		51
Net earnings attributable to Owens Corning	647		1,196		1,241
Dividends declared (d)	—		—		—		—		—		(153)		—		—		(153)
Dividends declared (Dividend declarations of $2.49 per share as of December 31, 2024, $2.16 per share as of December 31, 2023, and $1.57 per share as of December 31, 2022.)	(217)		(196)		(153)
Balance at December 31, 2022	91.9		$	1	43.6		$	(2,678)	$	4,139	$	3,794	$	(681)	$	21	$	4,596
End of period	5,224		4,794		3,794
Net earnings attributable to Owens Corning	—		—		—		—		—		1,196		—		—		1,196
Accumulated other comprehensive earnings/deficit (AOCI):
Net earnings attributable to non-redeemable noncontrolling interests	—		—		—		—		—		—		—		1		1
Beginning of period	(503)		(681)		(581)
Redeemable noncontrolling interest adjustment to redemption value	—		—		—		—		(2)		—		—		—		(2)
Currency translation adjustment	(216)		62		(101)
Dividends distributed to non-redeemable noncontrolling interests	—		—		—		—		—		—		—		(2)		(2)
Pension and other postretirement adjustment (net of tax)	15		105		17
Currency translation adjustment	—		—		—		—		—		—		62		(1)		61
Deferred gain (loss) on hedging transactions (net of tax)	13		11		(16)
Pension and other postretirement adjustment (net of tax)	—		—		—		—		—		—		105		—		105
End of period	(691)		(503)		(681)
Deferred gain on hedging transactions (net of tax)	—		—		—		—		—		—		11		—		11
Noncontrolling Interest (NCI):
Issuance of common stock under share-based payment plans	1.1		—		(1.1)		48		(22)		—		—		—		26
Beginning of period	19		21		39
Purchases of treasury stock	(5.8)		—		5.8		(662)		—		—		—		—		(662)
Net earnings attributable to non-redeemable noncontrolling interests	—		1		2
Stock-based compensation expense	—		—		—		—		51		—		—		—		51
Return of capital to non-redeemable noncontrolling interests	(3)		—		—
Dividends declared (d)	—		—		—		—		—		(196)		—		—		(196)
Dividends distributed to non-redeemable noncontrolling interests	(3)		(2)		—
Balance at December 31, 2023	87.2		$	1	48.3		$	(3,292)	$	4,166	$	4,794	$	(503)	$	19	$	5,185
Currency translation adjustment	(5)		(1)		(3)
Purchases (reductions) of noncontrolling interest	35		—		(17)
End of period	43		19		21
Total equity, end of period	$	5,120	$	5,185	$	4,596
Common shares outstanding:
Beginning of period	87.2		91.9		100.4
Issuance of common stock under share-based payment plans	1.1		1.1		0.7
Purchase of treasury stock	(2.9)		(5.8)		(9.2)
End of period	85.4		87.2		91.9
Treasury shares outstanding:
Beginning of period	48.3		43.6		35.1
Issuance of common stock under share-based payment plans	(1.1)		(1.1)		(0.7)
Purchase of treasury stock	2.9		5.8		9.2
End of period	50.1		48.3		43.6

(a)Additional Paid in Capital (APIC)

(b)Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”)

(c)Noncontrolling Interest (“NCI”)

(d)Dividend declarations of $2.16 per share as of December 31, 2023, $1.57 per share as of December 31, 2022, and $1.13 per share as of December 31, 2021.

The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.

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OWENS CORNING AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Twelve Months Ended December 31,
	2023		2022		2021
	2024		2023		2022
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
Net earnings	$	~~1,193~~647	$	1,~~241~~193	$	~~995~~1,241
Adjustments to reconcile net earnings to cash provided by operating activities
Depreciation and amortization	~~609~~677		~~531~~609		~~502~~531
Deferred income taxes	26		37		44
Loss on sale of business	91		—		—
Pension annuity settlement charge	145		—		—
Impairment due to strategic review	483		—		—
Stock-based compensation expense	51		51		50
Deferred income taxes	(92)		26		37
Intangible assets impairment charge	—		96		—
Pension annuity settlement charge	—		145		—
Loss on extinguishment of debt	—		—		9
Stock-based compensation expense	93		51		51
Gains on sale of certain precious metals	(2)		(18)		(53)
Intangible assets impairment charge	—		—		96
Gain on equity method investment	—		(130)		—
Gains on sale certain precious metals	(19)		(2)		(18)
Gain on sale of site	(189)		—		—
Gain on equity method investment	—		—		(130)
Net loss on sale of assets or affiliates	—		36		—
Gain on sale of site	—		(189)		—
Other adjustments to reconcile net earnings to cash provided by operating activities	(44)		4		11
Net loss on sale of assets or affiliates	—		—		36
Other adjustments to reconcile net earnings to cash provided by operating activities	(15)		(44)		4
Change in operating assets and liabilities:
Changes in receivables, net	~~(26)~~6		(1426)		(2814)
Changes in inventories	~~148~~(43)		~~(287)~~148		(~~227~~287)
Changes in accounts payable and accrued liabilities	~~(158)~~13		~~363~~(158)		~~302~~363
Changes in other operating assets and liabilities	371		~~(81)~~3		(6581)
Pension fund contributions	(18)		(8)		(21)
Pension fund contribution	(7)		(18)		(8)
Payments for other employee benefits liabilities	(1110)		(11)		(1311)
Other	(83)		(508)		(350)
Net cash flow provided by operating activities	1,~~719~~892		1,~~760~~719		1,~~503~~760
NET CASH FLOW USED BY INVESTING ACTIVITIES
Cash paid for property, plant and equipment	(~~526~~647)		(~~446~~526)		(~~416~~446)
Derivative settlements	—		44—		~~(4)~~44
Proceeds from the sale of assets or affiliates	~~194~~115		~~212~~194		89212
Investment in subsidiaries and affiliates, net of cash acquired	(62,857)		(~~417~~6)		(42417)
Other	(184)		(1618)		(416)
Net cash flow used by investing activities	(~~356~~3,393)		(~~623~~356)		(~~377~~623)
NET CASH FLOW USED BY FINANCING ACTIVITIES
NET CASH FLOW PROVIDED (USED) BY FINANCING ACTIVITIES
Payments on long-term debt	—		—		(193)
Proceeds from senior revolving credit and receivables securitization facilities	720		—		—
Purchase of noncontrolling interest	—		(9)		—
Payments on senior revolving credit and receivables securitization facilities	(720)		—		—
Dividends paid	(188)		(136)		(108)
Proceeds from term loan borrowing	2,784		—		—
Purchases of treasury stock	(657)		(795)		(570)
Payments on term loan borrowing	(2,800)		—		—
Finance lease payments	(33)		(30)		(23)
Proceeds from long-term debt	1,968		—		—
Other	1		(4)		13
Payments on long-term debt	(873)		—		—
Net cash flow used by financing activities	(877)		(974)		(881)
Purchase of noncontrolling interest	—		—		(9)
Effect of exchange rate changes on cash	30		(22)		(3)
Dividends paid	(208)		(188)		(136)
Net increase in cash, cash equivalents and restricted cash	516		141		242
Purchases of treasury stock	(491)		(657)		(795)
Cash, cash equivalents and restricted cash at beginning of period	1,107		966		724
Finance lease payments	(41)		(33)		(30)
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	1,623	$	1,107	$	966
Other	(5)		1		(4)
DISCLOSURE OF CASH FLOW INFORMATION
Net cash flow provided (used) by financing activities	334		(877)		(974)
Cash paid during the year for income taxes	$	428	$	319	$	244
Effect of exchange rate changes on cash	(87)		30		(22)
Cash paid during the year for interest	$	135	$	123	$	133
Net (decrease) increase in cash, cash equivalents and restricted cash	(1,254)		516		141
Cash, cash equivalents and restricted cash at beginning of period	1,623		1,107		966
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD	$	369	$	1,623	$	1,107

The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING ~~POLICIESDescription of Business~~POLICIES

Owens Corning, a Delaware corporation, is a global building and construction materials leader committed to building a sustainable future through material innovation. The Company operates within three segments: Roofing, Insulation and Composites. Through these lines of business, Owens Corning manufactures and sells products worldwide. The Company maintains leading market positions in many of its major product categories.General

On February 1, 2024, the Board of Directors declared a quarterly dividend of $0.60 per common share payable on April 4, 2024 to shareholders of record as of March 4, 2024.Basis of Presentation

Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in these notes refer to Owens Corning and its subsidiaries.

~~The~~Description ~~accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States.Principles~~ of ~~Consolidation~~Business

~~The~~Owens ~~Consolidated~~Corning, ~~Financial~~a ~~Statements~~Delaware ofcorporation, ~~the~~is a residential and commercial building products leader committed to building a sustainable future through material innovation. The Company ~~include~~operates ~~the~~within ~~accounts~~four ofsegments: ~~majority-owned~~Roofing, ~~subsidiaries~~Insulation, Doors and Composites. ~~Intercompany~~Through ~~accounts~~these lines of business, Owens Corning manufactures and ~~transactions~~sells products worldwide. We are ~~eliminated~~a market leader in many of our major product categories.~~Reclassifications~~

~~Certain~~Acquisition ~~reclassifications have been made to the 2022 and 2021 Consolidated Financial Statements and Notes to the Consolidated Financial Statements to conform to the classifications used in 2023. Use~~ of ~~Estimates~~Masonite ~~and~~International ~~Assumptions~~Corporation

~~The~~On ~~preparation~~May of15, ~~financial~~2024, ~~statements~~the inCompany ~~conformity~~acquired ~~with~~all ~~accounting~~of ~~principles~~the ~~generally~~outstanding ~~accepted~~shares inof ~~the~~Masonite ~~United~~International ~~States~~Corporation ~~requires~~(“Masonite”) ~~management~~at toa ~~make~~purchase ~~estimates~~price ~~and~~of ~~assumptions~~$133.00 ~~that~~per ~~affect~~share (the ~~reported~~"Arrangement"). ~~amounts~~Masonite ofis ~~assets~~a ~~and~~leading ~~liabilities~~global designer, manufacturer, marketer and ~~disclosure~~distributor of ~~contingent~~interior ~~assets~~and exterior doors and ~~liabilities~~door atsystems ~~the~~for ~~date~~residential ofnew ~~the~~construction ~~financial~~and ~~statements~~residential repair and ~~the~~remodeling. ~~reported~~The ~~amounts~~addition of ~~revenues~~Masonite's ~~and~~market-leading ~~expenses~~doors ~~during~~business creates a new growth platform for the ~~reporting~~Company, ~~period.~~strengthening ~~Actual~~the ~~results~~Company's ~~could~~position ~~differ~~in ~~materially~~building ~~from~~and ~~those~~construction ~~estimates~~and expanding its offering of branded residential building products.~~Revenue~~ ~~Recognition~~

WeMasonite's ~~recognize~~operating ~~revenue~~results asand ~~the~~preliminary ~~amount~~purchase ofprice ~~consideration~~allocation ~~that~~have webeen ~~expect~~included ~~to receive~~ in ~~exchange for transferring promised goods or services to customers. We do not adjust~~ the ~~transaction~~Company's ~~price~~newly ~~for~~established ~~the~~Doors ~~effects~~reportable ofsegment afrom ~~significant~~May ~~financing~~15, ~~component~~2024, as the ~~time~~effective ~~period~~date ~~between control transfer~~ of ~~goods and services and expected payment is one year or less. At~~ the ~~time of sale~~Arrangement, wewithin ~~estimate~~the ~~provisions~~Consolidated ~~for~~Financial ~~different forms of variable consideration (discounts, rebates, returns and other refund liabilities) based on historical experience, current conditions and contractual obligations, as applicable~~Statements. ~~The~~ ~~estimated~~Please ~~transaction~~refer ~~price is typically not subject~~ to ~~significant~~Note ~~reversals. We~~7 ~~adjust~~of ~~these estimates when~~ the ~~most~~Consolidated ~~likely~~Financial ~~amount~~Statements offor ~~consideration~~further ~~we expect to receive changes, although these changes are typically minor~~information. ~~Sales, value-added and other similar taxes that we collect are excluded from revenue.~~

~~Many~~Glass ofReinforcements our customer volume commitments are short-term and our performance obligations are generally limited to single purchase orders. Substantially all of our revenue is recognized at a point-in-time when control of goods transfers to the customer. Control transfer typically occurs when goods are shipped from our facilities or at other predetermined control transfer points (for instance, destination terms or consignment arrangements). Divestiture

On February 13, 2025, the Company entered into a definitive agreement for the sale of the global glass reinforcements (“GR”) business for a purchase price of approximately $436 million, less costs to sell. 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. Please refer to Note 23 of the Consolidated Financial Statements for further information.

Dividends

On February 6, 2025, the Board of Directors declared a quarterly dividend of $0.69 per common share payable on April 10, 2025 to shareholders of record as of March 10, 2025.

Basis of Presentation

The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States.

Principles of Consolidation

The Consolidated Financial Statements of the Company include the accounts of majority-owned subsidiaries. Intercompany accounts and transactions are eliminated.

Reclassifications

Certain reclassifications have been made to the 2023 and 2022 Consolidated Financial Statements and Notes to the Consolidated Financial Statements to conform to the classifications used in 2024.

Use of Estimates and Assumptions

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ materially from those estimates.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition ~~(continued)~~

We recognize revenue as the amount of consideration that we expect to receive in exchange for transferring promised goods or services to customers. We do not adjust the transaction price for the effects of a significant financing component, as the time period between control transfer of goods and services and expected payment is one year or less. At the time of sale, we estimate provisions for different forms of variable consideration (discounts, rebates, returns and other refund liabilities) based on historical experience, current conditions and contractual obligations, as applicable. The estimated transaction price is typically not subject to significant reversals. We adjust these estimates when the most likely amount of consideration we expect to receive changes, although these changes are typically minor. Sales, value-added and other similar taxes that we collect are excluded from revenue.

Many of our customer volume commitments are short-term and our performance obligations are generally limited to single purchase orders. Substantially all of our revenue is recognized at a point-in-time when control of goods transfers to the customer. Control transfer typically occurs when goods are shipped from our facilities or at other predetermined control transfer points (for instance, destination terms or consignment arrangements).

We typically do not satisfy performance obligations without obtaining an unconditional right to payment from customers and, therefore, do not carry contract asset balances on the Consolidated Balance Sheets. Contract liability balances are recorded separately from receivables on the Consolidated Balance Sheets in either Total current liabilities or Other liabilities, depending on the timing of performance obligation satisfaction.

We sell separately-priced warranties that extend certain product and workmanship coverages beyond our standard product warranty, which is described in Note 1112. The up-front consideration on extended warranty contracts is deferred and recognized as revenue over time, based on the respective coverage period, ranging from 16 to 20 years. On an annual basis, we expect to recognize approximately $79 million of revenue associated with these extended warranty contracts. Additionally, in certain limited cases, we receive consideration before goods or services are transferred to the customer. These customer down payments and deposits are deferred, and typically recognized as revenue in the following quarters when we satisfy the related performance obligations.

As of December 31, ~~2023~~2024, our contract liability balances (for extended warranties, down payments and deposits, collectively) totaled $~~101~~118 million. As of December 31, ~~2022~~2023, our contract liability balances totaled $89101 million, of which $1821 million was recognized as revenue throughout ~~2023~~2024. As of December 31, ~~2021~~2022, our contract liability balances (for extended warranties, down payments and deposits, collectively) totaled $7689 million, of which $17 18 million was recognized as revenue throughout ~~2022~~2023. As of December 31, ~~2020~~2021, our contract liability balances (for extended warranties, down payments and deposits, collectively) totaled $6676 million, of which $17 million was recognized as revenue throughout ~~2021~~2022.

As a practical expedient, we recognize incremental costs of obtaining a contract, if any, as an expense when incurred if the amortization period of the asset would have been one year or less. We do not have any costs to obtain or fulfill a contract that are capitalized under Accounting Standards Codification (“ASC”) 606.~~Cost of Sales~~

Cost of Sales

Cost of sales includes material, labor, energy and manufacturing overhead costs, including depreciation and amortization expense associated with the manufacture and distribution of the Company’s products. Provisions for warranties are provided in the same period that the related sales are recorded and are based on historical experience, current conditions and contractual obligations, as applicable. Distribution costs include inbound freight costs; purchasing and receiving costs; inspection costs; warehousing costs; shipping and handling costs, which include costs incurred relating to preparing, packaging, and shipping products to customers; and other costs of the Company’s distribution network. We account for shipping and handling activities that occur after control of the related good transfers as fulfillment activities instead of performance obligations. All shipping and handling costs billed to the customer are included as net sales in the Consolidated Statements of Earnings.

Marketing and ~~Advertising~~Administrative Expenses

Marketing and administrative expenses on the Consolidated Statements of Earnings are primarily related to employee salary and benefits, outside service fees, contributions to retirement plans, healthcare plans and other administrative expenses. Marketing and advertising expenses are included in Marketing and administrative expenses. These costs include advertising and marketing communications, which are expensed the first time the advertisement takes place. Marketing and advertising expenses for the years ended December 31, ~~2023~~2024, ~~2022~~2023 and ~~2021~~2022 were $~~134~~148 million, $~~125~~134 million and $~~110~~125 million, respectively.~~Science and Technology Expenses~~

The Company incurs certain expenses related to science and technology. These expenses include salaries, building and equipment costs, utilities, administrative expenses, materials and supplies associated with the improvement and development of the Company’s products and manufacturing processes. These costs are expensed as incurred.Earnings per Share55

Basic earnings per share are computed using the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflect the dilutive effect of common equivalent shares and increased shares that would result from the conversion of equity securities. The effects of anti-dilution are not presented.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Science and Technology Expenses

Earnings per Share

Cash, Cash Equivalents and Restricted Cash

The Company defines cash and cash equivalents as cash and time deposits with maturities of three months or less when purchased. On the Consolidated Statements of Cash Flows, the total of Cash, cash equivalents and restricted cash includes restricted cash of $8 million, $8 million and $7 million as of December 31, 2023, 2022 and 2021, respectively. Restricted cash primarily represents amounts received from a counterparty related to its performance assurance on an executory contract, and is included in Other current assets on the Consolidated Balance Sheets. These amounts are contractually required to be set aside, and the counterparty can exchange the cash for another form of performance assurance at its discretion. ~~Accounts~~Please ~~Receivable~~refer to Note 22 for additional disclosures related to Supplemental Cash Flow Information.

~~Trade~~Accounts accounts receivable are recorded at the invoiced amount and do not bear interest. Consistent with the requirements of ASU 2016-13, “Financial Instruments - Credit Losses (Topic 236),” the allowance for credit losses is based on the Company’s assessment of the expected losses of customer accounts. The Company regularly reviews the allowance by considering factors such as historical experience, credit quality, the age of the accounts receivable balances, and current economic conditions that may affect a customer’s ability to pay. Account balances are charged off against the allowance when the Company believes it is probable the receivable will not be recovered. Inventory ValuationReceivable

~~Inventory~~Trade ~~costs~~accounts ~~include~~receivable ~~material,~~are ~~labor,~~recorded at the invoiced amount and ~~manufacturing~~do ~~overhead~~not ~~costs~~bear interest. Consistent with the requirements of ASU 2016-13, ~~including~~“Financial ~~depreciation~~Instruments ~~and~~- ~~amortization~~Credit ~~expense~~Losses ~~associated~~(Topic ~~with~~236),” the ~~manufacture~~allowance ~~and~~for ~~distribution~~credit oflosses is based on the Company’s ~~products~~assessment of the expected losses of customer accounts. ~~Inventories~~The ~~are~~Company ~~stated~~regularly atreviews ~~lower~~the ofallowance ~~cost~~by orconsidering ~~net~~factors ~~realizable~~such ~~value~~as ~~and~~historical ~~expense~~experience, ~~estimates~~credit ~~are~~quality, ~~made~~the ~~for~~age ~~excess~~of the accounts receivable balances, and ~~obsolete~~current ~~inventories~~economic conditions that may affect a customer’s ability to pay. ~~Cost~~Account isbalances ~~determined~~are bycharged off against the ~~first-in,~~allowance ~~first-out~~when ~~(“FIFO”)~~the ~~method.Investments~~Company inbelieves ~~Affiliates~~it is probable the receivable will not be recovered.

~~The~~Inventory Company accounts for investments in affiliates of 20% to 50% ownership when the Company does not have a controlling financial interest using the equity method under which the Company’s share of earnings and losses of the affiliate is reflected in earnings, and dividends are credited against the investment in affiliate when declared. Investments in affiliates are recorded in Other non-current assets on the Consolidated Balance Sheets, and as of December 31, 2023 and 2022, the total value of investments was $29 million and $27 million, respectively.Goodwill and Other Intangible AssetsValuation

Inventory costs include material, labor, and manufacturing overhead costs, including depreciation and amortization expense associated with the manufacture and distribution of the Company’s products. Inventories are stated at lower of cost or net realizable value and expense estimates are made for excess and obsolete inventories. Cost is determined by the first-in, first-out (“FIFO”) method.

Investments in Affiliates

The Company accounts for investments in affiliates of 20% to 50% ownership when the Company does not have a controlling financial interest using the equity method under which the Company’s share of earnings and losses of the affiliate is reflected in earnings, and dividends are credited against the investment in affiliate when declared. Investments in affiliates are recorded in Other non-current assets on the Consolidated Balance Sheets, and as of December 31, 2024 and 2023, the total value of investments was $86 million and $29 million, respectively.

Goodwill and Other Intangible Assets

Goodwill assets are not amortized but are tested for impairment on at least an annual basis. The Company has the option to use a qualitative approach to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value as a basis for determining whether it is necessary to perform a quantitative test. In the current year, as part of the annual assessment, the Company used both a qualitative and quantitative approach to determine whether the fair value of a reporting unit was less than its carrying amount.

Events and circumstances we consider in performing the qualitative assessment include macro-economic conditions, market and industry conditions, internal cost factors, and the operational stability and the overall financial performance of the reporting units. When it is determined necessary for the Company to perform the quantitative testing process for goodwill, the Company estimates fair values using a discounted cash flow approach from the perspective of a market participant. Significant assumptions used in the discounted cash flow approach are revenue growth rates and earnings before interest and taxes (“EBIT”) margins used in estimating discrete period cash flow forecasts of the reporting unit, the discount rate, and the long-term revenue growth rate and EBIT margin used in estimating the terminal business value. The cash flow forecasts of the reporting units are based upon management’s long-term view of our markets and are the forecasts that are used by senior management and the Board of Directors to evaluate operating performance. The discount rate utilized is management’s estimate of what the market’s weighted average cost of capital is for a company with a similar debt rating and stock volatility, as measured by beta. The terminal business value is determined by applying the long-term growth rate to the latest year for which a forecast exists. As part of our goodwill quantitative testing process, we would evaluate whether there are reasonably likely changes to management’s estimates that would have a material impact on the results of the goodwill impairment testing.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

~~Goodwill~~management and ~~Other~~the ~~Intangible~~Board ~~Assets~~of ~~(continued)~~Directors to evaluate operating performance. The discount rate utilized is management’s estimate of what the market’s weighted average cost of capital is for a company with a similar debt rating and stock volatility, as measured by beta. The terminal business value is determined by applying the long-term growth rate to the latest year for which a forecast exists. As part of our goodwill quantitative testing process, we would evaluate whether there are reasonably likely changes to management’s estimates that would have a material impact on the results of the goodwill impairment testing.

Other indefinite-lived intangible assets are not amortized but are tested for impairment on at least an annual basis or when determined to have a finite useful life. Substantially all of the indefinite-lived intangible assets are in trademarks and trade names. The Company uses the royalty relief approach to determine whether it is more likely than not that the fair value of these assets is less than its carrying amount. This review is performed annually, or when circumstances arise which indicate there may be impairment. When applying the royalty relief approach, the Company performs a discounted cash flow analysis based on the value derived from owning these trademarks and trade names and being relieved from paying royalty to third parties. Significant assumptions used include the discrete period revenue growth rates, long-term revenue growth rate, royalty rates, discount rates and terminal value.

The inputs for the goodwill and indefinite-lived intangible tests are considered Level 3 inputs under the fair value hierarchy as they are the Company’s own data, and are unobservable in the marketplace. Indefinite-lived intangible assets purchased through acquisitions are generally tested qualitatively for impairment in the first year following the acquisition before transitioning to the standard methodology described herein in subsequent years.

Please refer to Note 5 for additional disclosures related to Goodwill and Other Intangible Assets.~~Emissions Rights~~

~~The~~Emissions Company is allotted carbon emission credit allowances (“emissions rights”) from several of the governments under which it operates. These emissions rights are recorded at market value as of the date of issuance and are classified as Intangible assets on the Consolidated Balance Sheets. When the Company emits more than the allotted amounts, additional emissions rights must be purchased. Properties and DepreciationRights

~~Property,~~The ~~plant~~Company ~~and~~is ~~equipment~~allotted ~~are~~carbon ~~stated~~emission atcredit ~~cost~~allowances ~~and~~(“emissions ~~depreciated~~rights”) ~~over~~from ~~their~~several ~~estimated~~of ~~useful~~the ~~lives~~governments ~~using~~under ~~the~~which ~~straight-line~~it ~~method~~operates. ~~When~~These ~~assets~~emissions rights are ~~disposed~~recorded orat ~~otherwise~~market ~~retired,~~value ~~Property,~~as ~~plant~~of ~~and~~the ~~equipment~~date ~~accounts~~of issuance and are ~~relieved~~classified ofas Intangible assets on the ~~cost~~Consolidated ~~and~~Balance ~~related~~Sheets. ~~accumulated~~When ~~depreciation~~the ~~and~~Company ~~any~~emits ~~gain~~more orthan ~~loss~~the isallotted ~~included~~amounts, inadditional ~~the~~emissions ~~Consolidated~~rights ~~Statements~~must ofbe ~~Earnings~~purchased.

Property, Plant and Equipment

Property, plant and equipment are stated at cost and depreciated over their estimated useful lives using the straight-line method. The range of useful lives for the major components of the Company’s property, plant and equipment is as follows:


			Useful Life (Years)
Buildings and leasehold improvements			15 – 40 years
Machinery and equipment
Furnaces			4 – 15 years
Information systems			5 – 10 years
Equipment			5 – 20 years

When assets are retired or otherwise disposed, their carrying values and accumulated depreciation are removed from the accounts and any gain or loss is included in the Consolidated Statements of Earnings. Expenditures for normal maintenance and repairs are expensed as incurred.

Precious metals used in our production tooling are included in property, plant and equipment and are depleted as they are consumed during the production process. Depletion typically represents an annual expense of 2% of the outstanding value and is recorded in Cost of sales on the Consolidated Statements of Earnings.

Buildings and leasehold improvements			15 – 40 years
Machinery and equipment
Furnaces			4 – 15 years
Information systems			5 – 10 years
Equipment			5 – 20 years

Leases

~~Expenditures~~The ~~for~~Company ~~normal~~leases ~~maintenance~~certain equipment and ~~repairs~~facilities ~~are~~under ~~expensed~~both asoperating ~~incurred~~and finance leases expiring on various dates through 2050.~~Asset~~ ~~Impairments~~The nature of these leases generally fall into the following five categories: real estate, material handling equipment, fleet vehicles, office equipment and energy equipment.

The Company evaluates tangible and intangible long-lived assets for impairment when triggering events have occurred. This requires significant assumptions including projected cash flows, projected income tax rate and terminal business value. These inputs are considered Level 3 inputs under the fair value hierarchy as they are the Company’s own data, and are unobservable in the marketplace. Changes in management intentions, market conditions or operating performance could indicate that impairment charges might be necessary that could be material to the Company’s Consolidated Financial Statements in any given period. Please refer to Note 5 for additional detail on impairment charges recorded in 2022.57

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

For leases with initial terms greater than 12 months, we consider these our right-of-use assets and record the related asset and obligation at the present value of lease payments over the term. For leases with initial terms equal to or less than 12 months, we do not consider them as right-of-use assets and instead consider them short-term lease costs that are recognized on a straight-line basis over the lease term.

Our leases may include escalation clauses, renewal options and/or termination options that are factored into our determination of lease payments when reasonably certain. These options to extend or terminate a lease are at our discretion. We have elected to take the practical expedient and not separate lease and non-lease components of contracts. We estimate our incremental borrowing rate to discount the lease payments based on information available at lease commencement. Our lease agreements do not contain any material residual value guarantees.

Asset Impairments

The Company evaluates tangible and intangible long-lived assets for impairment when triggering events have occurred. This requires significant assumptions including projected cash flows, projected income tax rate and terminal business value. These inputs are considered Level 3 inputs under the fair value hierarchy as they are the Company’s own data and are unobservable in the marketplace. Changes in management intentions, market conditions or operating performance could indicate that impairment charges might be necessary that could be material to the Company’s Consolidated Financial Statements in any given period.

Please refer to Note 5, Note 6 and Note 10 for additional detail on impairment charges recorded in 2022 and 2024.

Supplier Finance Programs

We review supplier terms and conditions on an ongoing basis, and have negotiated payment terms extensions in recent years in connection with our efforts to reduce working capital and improve cash flow. Separate from those terms extension actions, certain of our subsidiaries have entered into paying agency agreements with third-party administrators. These voluntary supply chain finance programs (collectively, the “Programs”) generally give participating suppliers the ability to sell, or otherwise pledge as collateral, their receivables from the Company to the participating financial institutions, at the sole discretion of both the suppliers and financial institutions. The Company is not a party to the arrangements between the suppliers and the financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. The Company's payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. One of our ~~programs~~Programs includes a parent guarantee to the participating financial institution for a certain U.S. subsidiary that, at the time of the respective program’s inception in 2015, was a guarantor subsidiary of the Company’s ~~Credit~~credit ~~Agreement~~agreement. The obligations are presented as Accounts payable within Total current liabilities on the Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flow.

The Company's outstanding obligations under the ~~programs~~Programs for the twelve months ended December 31, ~~2023~~2024 and ~~2022~~2023 are as follows ~~(in millions)~~:

	Twelve Months Ended December 31,
	2023		2022
(In millions)	2024		2023
Confirmed obligations outstanding at the beginning of the year	$	~~234~~211	$	~~226~~234
Invoices confirmed during the year	~~569~~566		~~656~~569
Confirmed invoices paid during the year	(~~592~~543)		(~~648~~592)
Confirmed obligations outstanding at the end of the year	$	~~211~~234	$	~~234~~211

The Company recognizes current tax liabilities and assets for the estimated taxes payable or refundable on the tax returns for the current year. Deferred tax balances reflect the impact of temporary differences between the carrying amount of assets and liabilities and their tax basis. Amounts are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. In addition, realization of certain deferred tax assets is dependent upon our ability to generate future taxable income. The Company records a valuation allowance to reduce its deferred tax assets to the amount that it believes is more likely than not to be realized. In addition, the Company estimates tax reserves to cover potential taxing authority claims for income taxes and interest attributable to audits of open tax years. Please refer to Note 20 for additional disclosures related to Income Taxes.Taxes Collected from Customers and Remitted to Government Authorities and Taxes Paid to Vendors58

Taxes are assessed by various governmental authorities at different rates on many different types of transactions. The Company charges sales tax or value-added tax (“VAT”) on sales to customers where applicable, as well as captures and claims back all available VAT that has been paid on purchases. VAT is recorded in separate payable or receivable accounts and does not affect Net Sales or Cost of Sales line items on the Consolidated Statement of Earnings. VAT receivable is recorded as a percentage of qualifying purchases at the time the vendor invoice is processed. VAT payable is recorded as a percentage of qualifying sales at the time an Owens Corning sale to a customer subject to VAT occurs. Amounts are paid to the taxing authority according to the method and collection prescribed by local regulations. Where applicable, VAT payable is netted against VAT receivable. The Company also pays sales tax to vendors who include a tax, required by government regulations, to the purchase price charged to the Company.

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Income Taxes

The Company recognizes current tax liabilities and assets for the estimated taxes payable or refundable on the tax returns for the current year. Deferred tax balances reflect the impact of temporary differences between the carrying amount of assets and liabilities and their tax basis. Amounts are stated at enacted tax rates expected to be in effect when taxes are actually paid or recovered. In addition, realization of certain deferred tax assets is dependent upon our ability to generate future taxable income. The Company records a valuation allowance to reduce its deferred tax assets to the amount that it believes is more likely than not to be realized. In addition, the Company estimates tax reserves to cover potential taxing authority claims for income taxes and interest attributable to audits of open tax years. Please refer to Note 21 for additional disclosures related to Income Taxes.

Taxes Collected from Customers and Remitted to Government Authorities and Taxes Paid to Vendors

Pension and Other Postretirement Benefits

Accounting for pensions and other postretirement benefits involves estimating the cost of benefits to be provided well into the future and attributing that cost over the time period each employee works. To accomplish this, extensive use is made of assumptions about investment returns, discount rates, inflation, mortality, turnover and medical costs. Please refer to Notes 1415 and 1516 for additional disclosures related to ~~Pension~~pension ~~Plans~~plans and ~~Other~~other ~~Postretirement~~postretirement ~~Benefits~~benefits, respectively.~~Derivative Financial Instruments~~

Derivative Financial Instruments

The Company recognizes all derivative instruments as either assets or liabilities at fair value on the balance sheet. Please refer to Note 4 for further disclosure on derivatives.

The Company performs an analysis for effectiveness of its derivatives designated as hedging instruments at the end of each quarter based on the terms of the contracts and the underlying items being hedged. The change in the fair value of cash flow hedges is deferred in Accumulated other comprehensive ~~income (~~deficit) (“AOCI”) and is subsequently recognized in Cost of sales (for commodity and foreign currency cash flow hedges) on the Consolidated Statements of Earnings in order to mirror the location of the hedged items impacting earnings. Cash settlements for commodity and foreign currency hedges qualifying as cash flow hedges are included in Operating activities in the Consolidated Statements of Cash Flows.

The Company has translation exposure resulting from translating the financial statements of foreign subsidiaries into U.S. Dollars, which is recognized in Currency translation adjustment (a component of AOCI). The Company uses cross-currency forward contracts to hedge portions of the net investment in foreign subsidiaries against fluctuations in foreign exchange rates. The changes in fair values of these derivative instruments are recognized in Currency translation adjustment (a component of AOCI), with recognition of the excluded components amortized to Interest expense, net on the Consolidated Statements of Earnings. Cash settlements for derivatives qualifying as net investment hedges are included in Investing activities in the Consolidated Statements of Cash Flows.

The Company uses forward currency exchange contracts to manage existing exposures to foreign exchange rate risks related to assets and liabilities recorded on the Consolidated Balance Sheets. Gains and losses resulting from the changes in fair value of these instruments are recorded in Other expense ~~(income)~~, net on the Consolidated Statements of Earnings, and are substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures (which are also recorded in Other expense ~~(income)~~, net). Cash settlements for non-designated derivatives are included in the Consolidated Statements of Cash Flows in the category that is consistent with the nature of the derivative instrument, which is generally the same category as the underlying item being hedged.~~Fair Value Measurements~~

~~The carrying value of cash and cash equivalents, accounts receivable and short-term debt approximate fair value because of the short-term maturity of the instruments.~~ 59

Please refer to Notes 4, 13, 14 and 15 for fair value disclosures of derivative financial instruments, long-term debt, pension plans and postemployment and postretirement benefits other than pensions.Foreign Currency

The functional currency of the Company’s subsidiaries is generally the applicable local currency. Assets and liabilities of foreign subsidiaries are translated into United States Dollars at the period-end rate of exchange, and their Statements of Earnings (Loss) and Statements of Cash Flows are converted at the monthly average rate. The resulting translation adjustment is included in AOCI in the Consolidated Balance Sheets and Consolidated Statements of Stockholders’ Equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are recorded in Other expense (income), net in the Consolidated Statements of Earnings as incurred. As discussed in the Derivative Financial Instruments section above, the Company uses non-designated foreign currency derivative financial instruments to mitigate this risk. The Company recorded foreign currency transactional (losses)/gains, net of associated derivative activity, of $(2) million, $(4) million and $1 million during the years ended December 31, 2023, 2022, and 2021, respectively. Please refer to Note 4 for additional disclosures related to non-designated derivatives.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Fair Value Measurements

The carrying value of cash and cash equivalents, accounts receivable and short-term debt approximate fair value because of the short-term maturity of the instruments.

Please refer to Notes 4, 7, 14, 15 and 16 for fair value disclosures of derivative financial instruments, acquisitions, long-term debt, pension plans and postemployment and postretirement benefits other than pensions.

Foreign Currency

The functional currency of the Company’s subsidiaries is generally the applicable local currency. Assets and liabilities of foreign subsidiaries are translated into United States Dollars at the period-end rate of exchange, and their Statements of Earnings (Loss) and Statements of Cash Flows are converted at the monthly average rate. The resulting translation adjustment is included in AOCI in the Consolidated Balance Sheets and Consolidated Statements of Stockholders’ Equity. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are recorded in Other expense, net in the Consolidated Statements of Earnings as incurred. As discussed in the Derivative Financial Instruments section above, the Company uses non-designated foreign currency derivative financial instruments to mitigate this risk. The Company recorded foreign currency transactional losses, net of associated derivative activity, of less than $1 million for the year ended December 31, 2024. The Company recorded foreign currency transactional losses, net of associated derivative activity, of $2 million and $4 million during the years ended December 31, 2023 and 2022, respectively. Please refer to Note 4 for additional disclosures related to non-designated derivatives.

Related Party Transactions

In the first quarter of 2021, a related party relationship was established as a result of a member of the Company’s Board of Directors being named an executive officer of one of the Company’s preexisting suppliers. The related party transactions with this supplier consist of the purchase of raw materials. Purchases from the related party supplier were $92100 million ~~for the year ended December 31~~, ~~2023. As of December 31, 2023, amounts due to the related party supplier were~~ $~~5 million.~~92 ~~Purchases from the related party supplier were $129~~ million and $87 129 million for the ~~years~~twelve months ended December 31, ~~2022~~2024, 2023 and ~~December 31~~2022, ~~2021,~~ respectively. As of December 31, ~~2022~~2024, 2023 and ~~December 31~~2022, ~~2021,~~ amounts due to the related party supplier were $3 million, $5 million and $1 3 million, respectively.~~Failed~~ ~~Sale-Leaseback - Fort Smith, Arkansas Municipal Tax Incentive~~

Failed Sale-Leaseback - Fort Smith, Arkansas Municipal Tax Incentive

In the fourth quarter of 2023, the Company signed a municipal tax incentive agreement, as part of which, the Company sold its Fort Smith, Arkansas plant and equipment (together, the “facility”) to the municipality of Fort Smith for cash of $165 million. The Company then, on the same day, entered into an agreement to lease the facility from the municipality of Fort Smith over ten years for a total lease liability of $165 million and immediately purchased ten-year municipal bonds at 6.7% interest issued by the municipality of Fort Smith with cash of $165 million. In the Consolidated Statements of Cash Flows, the cash proceeds from the sale of the facility and the cash used for the bond purchase are presented on a net basis within the Net cash flows used by investing activities.

The monthly lease payments under the financing lease obligation and the semi-annual bond coupon payments associated with the bond investment are legally offset and, as such, the offset lease obligation and bond investment amounts are presented on a net basis on the Consolidated Balance Sheets. There will be no cash payments made by either party over the ten-year period. At the termination of the lease agreement, a non-cash exchange will occur where the municipality will call the bond and return title of the facility to the Company.

The ~~transaction~~Company ~~did~~will ~~not~~have ~~qualify~~the ~~for~~opportunity ~~sale-leaseback~~to ~~treatment~~purchase ~~under~~additional ~~ASC~~bonds ~~842~~representing ~~and,~~the ~~therefore,~~incremental capital expenditures up to $240 million. In the ~~plant’s~~fourth ~~net~~quarter ~~book~~of ~~value~~2024, asthe ~~well~~Company assold additional equipment purchased after the ~~net~~initial ~~book~~bonds ~~value~~for cash of ~~the~~$15 million. ~~equipment sold~~Accordingly, ~~remains~~on inDecember ~~Property~~27, ~~plant~~2024, ~~and~~the ~~equipment,~~Company ~~net~~purchased onadditional ~~the~~ten-year ~~Consolidated~~municipal ~~Balance~~bonds ~~Sheets~~at 6.7% ~~Depreciation~~interest ~~expense~~issued onby the ~~assets~~municipality ~~sold~~of ~~remains~~Fort ~~within~~Smith ~~Cost~~with cash of ~~Sales~~$15 million based on eligible spend incurred in 2024. In the Consolidated Statements of ~~Earnings~~Cash Flows, the cash proceeds from the sale of the equipment and the cash used for the bond purchase are presented on a net basis within the Net cash flows used by investing activities.

The transactions did not qualify for sale-leaseback treatment under ASC 842 and, therefore, the plant’s net book value, as well as the net book value of the equipment sold, remains in Property, plant and equipment, net on the Consolidated Balance Sheets. Depreciation expense on the assets sold remains within Cost of Sales on the Consolidated Statements of Earnings.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

1. BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Accounting Pronouncements

Standard	Description	Effective Date for Company	Effect on the Consolidated Financial Statements
Recently issued standards:
ASU 2023-06 “Disclosure Improvements”	The amendments in this update modify the disclosure or presentation requirements of a variety of Topics	The effective date for each topic is contingent on future SEC rule setting.	We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on the results of operations.
ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”	The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.	January 1, 2024	We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on the results of operations.
ASU 2023-08 “Intangibles—Goodwill and Other—Crypto Assets (Subtopic 350-60): Accounting for and Disclosure of Crypto Assets”	This standard provides that certain crypto assets should be accounted for under fair value methodology rather than as indefinite-lived intangibles.	January 1, 2024	We do not believe the adoption of this guidance will have a material effect on our Consolidated Financial Statements.
ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”	This standard modifies the rate reconciliation and income taxes paid disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, as well as requiring income taxes paid to be disaggregated by jurisdiction.	January 1, 2025	We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statements.

The following table summarizes recent Accounting Standard Updates (“ASU”) issued by the Financial Accounting Standards Board (“FASB”) that could have an impact on the Company's Consolidated Financial Statements:


Standard	Description	Effective Date for Company	Effect on the Consolidated Financial Statements
ASU 2025-01, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)"	The amendment in this update clarifies the effective date of update 2024-03, which is that public business entities are required to adopt the guidance in interim periods within annual reporting periods beginning after December 15, 2027.	January 1, 2027	We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
ASU 2024-03, "Income Statement – Reporting Comprehensive Income- Expense Disaggregation Disclosures (Subtopic 220-40)	The amendments in this update require disclosure, in the notes to financial statements, of specified information about certain costs and expenses.	January 1, 2027	We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.
ASU 2024-02 "Codification Improvements - Amendments to Remove References to the Concepts Statements"	Amendments in this update remove references to various FASB Concepts Statements.	January 1, 2025	We have assessed and determined that this guidance does not have a material effect on our Consolidated Financial Statements.
ASU 2024-01 "Compensation - Stock Compensation" (Topic 718): Scope Application of Profits Interest and Similar Awards"	This amendment adds an illustrative example to demonstrate how an entity should apply the scope guidance in paragraph 718-10-15-3 to determine whether profits interest and similar awards should be accounted for in accordance with Topic 718.	January 1, 2025	We have assessed and determined that this guidance does not have a material effect on our Consolidated Financial Statements.
ASU 2023-09 “Income Taxes (Topic 740): Improvements to Income Tax Disclosures”	This standard modifies the rate reconciliation and income taxes paid disclosures by requiring consistent categories and greater disaggregation of information in the rate reconciliation, as well as requiring income taxes paid to be disaggregated by jurisdiction.	January 1, 2025	We have assessed and determined that this guidance does not have a material effect on our Consolidated Financial Statement disclosures.
ASU 2023-07 “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures”	The amendments in this update improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses.	January 1, 2024	We have adopted and determined that this guidance does not have a material effect on our Consolidated Financial Statement disclosures.
ASU 2023-06 “Disclosure Improvements”	The amendments in this update modify the disclosure or presentation requirements of a variety of Topics	The effective date for each topic is contingent on future SEC rule setting.	We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statement disclosures. We do not believe the adoption of this guidance will have a material effect on our results of operations.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. SEGMENT INFORMATION

The Company has ~~three~~four reportable segments: Roofing, Insulation, Doors and Composites. Accounting policies for the segments are the same as those for the Company. The Company’s ~~three~~four reportable segments are defined as follows:

Roofing – Within our Roofing segment, the Company manufactures and sells residential roofing shingles, oxidized asphalt materials, and roofing components primarily used in residential and commercial construction ~~and specialty applications~~.

Insulation – Within our Insulation segment, the Company manufactures and sells thermal and acoustical batts, loosefill insulation, spray foam insulation, foam sheathing and accessories. It also manufactures and sells glass fiber pipe insulation, energy efficient flexible duct media, bonded and granulated stone wool insulation, cellular glass insulation, and foam insulation used in above- and below-grade construction applications.

Doors - Within our new Doors segment, the Company manufactures and sells interior and exterior doors and door systems primarily used in residential construction.

Composites – Within our Composites segment, the Company manufactures, fabricates and sells glass reinforcements in the form of fiber. Glass reinforcement materials are also used by the Composites segment to manufacture and sell high value applications in the form of non-wovens, fabrics and composite lumber.

NET SALES

The following tables show a disaggregation of our net sales by segment and geographic region ~~(in millions)~~. Corporate eliminations (shown below) largely reflect intercompany sales from Composites to Roofing. External customer sales are attributed to geographic region based upon the location from which the product is sold to the external customer.

	Twelve Months Ended December 31, 2023
	Twelve Months Ended December 31, 2024
Reportable Segments	Roofing		Insulation		Composites		Eliminations		Consolidated
(In millions)	Roofing		Insulation		Doors		Composites				Eliminations		Consolidated
Disaggregation Categories
U.S. residential	$	3,~~781~~867	$	1,~~407~~578	$	~~359~~1,127	$	~~(296)~~476	$	~~5,251~~	$	(323)	$	6,725
U.S. commercial and industrial	~~137~~128		~~869~~809		~~845~~—		~~(8)~~715		$	~~1,843~~	(9)		$	1,643
Total United States	3,~~918~~995		2,~~276~~387		1,~~204~~127		~~(304)~~1,191		$	~~7,094~~	(332)		$	8,368
Europe	19—		~~771~~711		~~492~~143		~~(3)~~450		$	~~1,279~~	(3)		$	1,301
Asia-Pacific	1—		~~147~~133		~~429~~1		—355		$	~~577~~	—		$	489
Rest of world	9257		~~474~~461		~~161~~177		—122		$	~~727~~	—		$	817
NET SALES	$	4,~~030~~052	$	3,~~668~~692	$	21,~~286~~448	$	~~(307)~~2,118	$	~~9,677~~	$	(335)	$	10,975

Twelve Months Ended December 31, 2022

Twelve Months Ended December 31, 2023

Reportable Segments

Roofing

Insulation

Composites

Eliminations

Consolidated

(In millions)

Roofing

Insulation

Doors

Composites

Eliminations

Consolidated

Disaggregation Categories

U.S. residential

3,~~355~~781

1,~~523~~407

~~352~~—

~~(262)~~359

~~4,968~~(296)

5,251

U.S. commercial and industrial

~~160~~137

~~796~~869

~~872~~—

~~(4)~~845

$(8)

~~1,824~~

1,843

Total United States

3,~~515~~918

2,~~319~~276

~~1,224~~—

~~(266)~~1,204

$(304)

~~6,792~~

7,094

Europe

2119

~~805~~771

~~671~~—

~~(5)~~492

$(3)

~~1,492~~

1,279

Asia-Pacific

~~160~~147

~~550~~—

—429

$—

~~716~~

577

Rest of world

~~116~~92

~~430~~474

~~215~~—

—161

$—

~~761~~

727

NET SALES

34,~~658~~030

3,~~714~~668

~~2,660~~—

~~(271)~~2,286

~~9,761~~(307)

9,677

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

	Twelve Months Ended December 31, 2021
Reportable Segments	Roofing		Insulation		Composites		Eliminations		Consolidated
Disaggregation Categories
U.S. residential	$	2,958	$	1,194	$	312	$	(230)	$	4,234
U.S. commercial and industrial	120		705		637		—		$	1,462
Total United States	3,078		1,899		949		(230)		$	5,696
Europe	19		718		653		(6)		$	1,384
Asia-Pacific	7		187		552		—		$	746
Rest of world	105		380		187		—		$	672
NET SALES	$	3,209	$	3,184	$	2,341	$	(236)	$	8,498

2. SEGMENT INFORMATION (continued)


	Twelve Months Ended December 31, 2022
(In millions)	Roofing		Insulation		Doors		Composites		Eliminations		Consolidated
Disaggregation Categories
U.S. residential	$	3,355	$	1,523	$	—	$	352	$	(262)	$	4,968
U.S. commercial and industrial	160		796		—		872		(4)		$	1,824
Total United States	3,515		2,319		—		1,224		(266)		$	6,792
Europe	21		805		—		671		(5)		$	1,492
Asia-Pacific	6		160		—		550		—		$	716
Rest of world	116		430		—		215		—		$	761
NET SALES	$	3,658	$	3,714	$	—	$	2,660	$	(271)	$	9,761

Our contracts with customers are broadly similar in nature throughout our reportable segments, but the amount, timing and uncertainty of revenue and cash flows may vary in each reportable segment due to geographic and end-market economic factors.

Sales to major customer - ~~One~~The Company had two customers that exceeded 10% of consolidated net sales for the twelve months ended December 31, 2024. The first customer, which is a customer of ~~both~~ the Roofing, Insulation and ~~Insulation~~Doors segments, accounted for ~~$1 billion~~approximately ~~(11~~13%) of the Company's consolidated net sales in 2024. The second customer, which is a customer of both the Roofing and ~~$895 million~~Insulation (segments, accounted for approximately 11%) of the Company's consolidated sales in ~~2023~~2024 and ~~2021, respectively~~2023. No individual customers accounted for 10% or more of consolidated sales in 2022.

In the United States, sales are primarily related to the residential housing market and commercial and industrial applications. Residential market demand is driven by housing starts and repair and remodeling activity (influenced by existing home sales, seasonal home improvement and damage from major storms). Significant portions of our residential products across our ~~three~~four reportable segments are used interchangeably in both new construction and repair and remodeling, and our customers typically distribute (or use) the products for both applications. U.S. commercial and industrial revenues are largely driven by U.S. industrial production growth, commercial construction activity and overall economic conditions in the U.S.

Outside of the United States (Europe, Asia-Pacific and Rest of world), sales are primarily related to commercial and industrial applications and, to a lesser extent, residential applications in certain countries. Throughout the international regions, demand is primarily driven by industrial production growth, commercial construction activity and overall economic conditions in each respective geographical region.

EARNINGS BEFORE INTEREST AND TAXES

The Company identifies the Chief Executive Officer as the chief operating decision maker ("CODM"). In applying the criteria set forth in the standards for reporting information about segments in financial statements, we have determined that we have four reportable segments – Roofing, Insulation, Doors and Composites. The key factors used to identify these reportable segments are the organization and alignment of our internal operations and the nature of our products. The CODM uses Earnings Before Interest and Taxes ("EBIT") for each reportable segment to assess segment performance and make decisions on the allocation of resources. Segment EBIT targets are established on an annual basis and used by the CODM throughout the year to compare with actual results. Quarterly forecasts supplement annual targets and provide incremental information utilized to assess the performance of a segment. Segment EBIT variance analysis further provides insight into segment operational cost optimization.

The Company does not regularly provide significant segment expense detail to the CODM. EBIT by segment consists of net sales less related costs and expenses, which are mainly comprised of cost of sales and marketing and administrative costs. EBIT is presented on a basis that is used internally for evaluating segment performance. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBIT for our reportable segments and are included within Corporate, Other and Eliminations.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

~~EARNINGS~~2. SEGMENT ~~BEFORE INTEREST AND TAXES~~INFORMATION (continued)

~~Earnings~~The ~~before~~following ~~interest~~table ~~and~~summarizes ~~taxes (~~EBIT) by segment consists of net sales less related costs and expenses and are presented on a basis that is used internally for evaluating segment performance. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBIT for our reportable segments and are included within Corporate, Other and Eliminations. :

	Twelve Months Ended December 31,
	2023		2022		2021
(In millions)	2024		2023		2022
Reportable Segments
Roofing	$	1,~~174~~298	$	~~831~~1,174	$	~~753~~831
Insulation	~~619~~682		~~612~~619		~~446~~612
Composites	242		498		376
Doors	99		—		—
Total reportable segments	2,035		1,941		1,575
Composites	215		242		498
Corporate, Other and Eliminations
Total reportable segments	2,294		2,035		1,941
Restructuring costs	(169)		(48)		(34)
Corporate, Other and Eliminations
Gain on sale of Santa Clara, California site	189		—		—
Restructuring costs	(86)		(169)		(48)
Pension settlement losses	(145)		—		—
Gain on sale of Santa Clara, California site	—		189		—
Gain on sale of land in India	—		—		15
Pension settlement losses	—		(145)		—
Gain on sale of Shanghai, China facility	—		27		—
Acquisition-related integration costs	(83)		—		—
Gains on sale of certain precious metals	2		18		53
Gain on sale of Shanghai, China facility	—		—		27
Intangible assets impairment charge	—		(96)		—
Gains on sale of certain precious metals	19		2		18
Acquisition and divestiture-related costs	—		(7)		—
Strategic review-related charges	(46)		—		—
Recognition of acquisition inventory fair value step-up	—		—		(1)
Intangible assets impairment charge	—		—		(96)
Paroc marine recall	(15)		—		—
Acquisition-related transaction costs	(49)		—		(7)
Loss on sale of Chambery, France DUCS business	—		(30)		—
Loss on sale of business	(91)		—		—
Loss on sale of Russian operations	—		(33)		—
Recognition of acquisition inventory fair value step-up	(18)		—		—
Gain on remeasurement of Fiberteq equity investment	—		130		—
Impairment due to strategic review	(483)		—
General corporate expense and other	(230)		(179)		(160)
Paroc marine recall	(58)		(15)		—
Total Corporate, other and eliminations	(368)		(218)		(127)
Loss on sale of Chambery, France DUCS business	—		—		(30)
EBIT	$	1,667	$	1,723	$	1,448
Loss on sale of Russian operations	—		—		(33)
Gain on remeasurement of Fiberteq equity investment	—		—		130
Impairment of venture investments	(15)		—		—
General corporate expense and other	(256)		(230)		(179)
Total Corporate, other and eliminations	(1,166)		(368)		(218)
CONSOLIDATED EBIT	1,128		1,667		1,723
Interest expense, net	212		76		109
EARNINGS BEFORE TAXES	$	916	$	1,591	$	1,614

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. SEGMENT INFORMATION (continued)

TOTAL ASSETS AND PROPERTY, PLANT AND EQUIPMENT

	December 31,
TOTAL ASSETS	2023		2022
Reportable Segments
Roofing	$	1,863	$	1,897
Insulation	3,934		3,930
Composites	3,153		3,202
Total reportable segments	8,950		9,029
Cash and cash equivalents	1,615		1,099
Noncurrent deferred income taxes	24		16
Investments in affiliates	29		27
Assets held for sale	—		45
Corporate property, plant and equipment, other assets and eliminations	619		536
CONSOLIDATED TOTAL ASSETS	$	11,237	$	10,752

The following table summarizes total assets by segment:

	December 31,
PROPERTY, PLANT AND EQUIPMENT BY GEOGRAPHIC REGION	2023		2022
(In millions)	2024		2023
United States	$	2,508	$	2,383
Net assets allocated to reportable segments
Europe	606		541
Roofing	$	2,026	$	1,863
Asia-Pacific	462		541
Insulation	3,912		3,934
Rest of world	265		264
Doors	4,454		—
CONSOLIDATED PROPERTY, PLANT AND EQUIPMENT	$	3,841	$	3,729
Composites	2,523		3,153
Total net assets allocated to reportable segments	12,915		8,950
Net assets not allocated to reportable segments
Cash and cash equivalents	361		1,615
Noncurrent deferred income taxes	54		24
Investments in affiliates	86		29
Corporate property, plant and equipment, other assets and eliminations	659		619
CONSOLIDATED TOTAL ASSETS	$	14,075	$	11,237

~~PROVISION~~The ~~FOR~~following ~~DEPRECIATION~~table ~~AND~~summarizes ~~AMORTIZATION~~total property, plant and equipment, net by geographic region:

	Twelve Months Ended December 31,
	December 31,
	2023		2022		2021
(In millions)	2024		2023
Reportable Segments
United States	$	3,114	$	2,508
Roofing	$	64	$	62	$	59
Europe	573		606
Insulation	210		206		208
Asia-Pacific	167		462
Composites	172		175		162
Rest of world	310		265
Total reportable segments	446		443		429
CONSOLIDATED PROPERTY, PLANT AND EQUIPMENT, NET	$	4,164	$	3,841
General corporate depreciation and amortization (a)	163		88		73
CONSOLIDATED PROVISION FOR DEPRECIATION AND AMORTIZATION	$	609	$	531	$	502

~~(a)In 2023~~Property, ~~2022~~plant and ~~2021~~equipment, ~~General~~net ~~corporate~~in ~~depreciation~~any ~~and~~single ~~amortization~~country, ~~expense~~excluding ~~included~~the ~~$101~~United ~~million~~States, ~~$26~~was ~~million~~less ~~and~~than ~~$13~~10% ~~million, respectively,~~ of ~~accelerated~~consolidated ~~depreciation~~property, plant and ~~amortization~~equipment, ~~related to restructuring actions further explained in Note 12 to the Consolidated Financial Statements~~net.

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OWENS CORNING AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

2. SEGMENT INFORMATION (continued)

DEPRECIATION AND AMORTIZATION EXPENSE

The following table summarizes the depreciation and amortization expense by segment:


	Twelve Months Ended December 31,
(In millions)	2024		2023		2022
Reportable Segments
Roofing	$	62	$	64	$	62
Insulation	210		210		206
Doors	133		—		—
Composites	182		172		175
Total reportable segments	587		446		443
General corporate depreciation and amortization (a)	90		163		88
CONSOLIDATED DEPRECIATION AND AMORTIZATION EXPENSE	$	677	$	609	$	531

(a)In 2024, 2023 and 2022, General corporate depreciation and amortization expense included $13 million, $101 million and $26 million, respectively, of accelerated depreciation and amortization related to restructuring actions further explained in Note 13 to the Consolidated Financial Statements.

ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT

	Twelve Months Ended December 31,
	2023		2022		2021
Reportable Segments
Roofing	$	65	$	50	$	54
Insulation	182		196		144
Composites	212		151		153
Total reportable segments	459		397		351
General corporate additions	67		49		65
CONSOLIDATED ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT	$	526	$	446	$	416

The following table summarizes cash paid for property, plant and equipment by segment:


	Twelve Months Ended December 31,
(In millions)	2024		2023		2022
Reportable Segments
Roofing	$	125	$	65	$	50
Insulation	221		182		196
Doors	73		—		—
Composites	173		212		151
Total reportable segments	592		459		397
General corporate additions	55		67		49
CONSOLIDATED ADDITIONS TO PROPERTY, PLANT AND EQUIPMENT	$	647	$	526

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