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目錄
美國
證券交易委員會
華盛頓特區20549
______________________________________
表格 10-Q
______________________________________

☑ 根據1934年證券交易法第13或15(d)節的季度報告
截至季度結束日期的財務報告2024年9月30日
或者
☐ 根據1934年證券交易法第13或15(d)節的轉型報告書
過渡期從           7,151,500。           
委員會備案號碼：1-33100
______________________________________
歐文斯科寧
(按其章程規定的註冊人的準確名稱
______________________________________
 
特拉華州43-2109021
（設立或組織的其他管轄區域）（納稅人識別號碼）

歐文康寧大道一號
托萊多, 俄亥俄州 43659
（總部地址）（郵政編碼）
(419) 248-8000
(註冊人電話號碼，包括區號)
無數據
（前名稱、地址及財政年度，如果自上次報告以來有更改）
______________________________________
在法案第12(b)條的規定下注冊的證券：
每一類的名稱交易標誌在其上註冊的交易所的名稱
普通股，每股面值0.01美元OC請使用moomoo賬號登錄查看New York Stock Exchange
在過去12個月（或者在註冊人需要提交此類報告的較短時期內），是否按照證券交易所法案第13或15(d)條的規定提交了所有需要提交的報告，並且是否在過去90天內受到了提交報告的要求。檢查標記表示是否：（1）已按照1934年證券交易所法案第13或15(d)條的規定提交了過去12個月（或者在註冊人需要提交此類報告的較短時期內）所有需要提交的報告；並且（2）過去90天一直要求提交此類報告。Yes þ 沒有 ¨
請在以下勾選方框表示註冊人是否已在Regulation S-T Rule 405規定的前12個月(或在註冊人需要提交此類文件的較短期間內)提交了每個互動數據文件。Yes þ 沒有 ¨
請用複選標記表示公司是否爲大型加速支付者、加速支付者、非加速支付者、較小的報告公司或新興成長公司。請參閱《交易所法》規則120億.2中對"大型加速支付者"、"加速支付者"、"較小的報告公司"和"新興成長公司"的定義：
大型加速存取器 
þ
加快推進者
¨
非加速文件提交人
¨較小的報告公司¨
新興成長公司¨
如果公司無法符合證券交易法第13(a)條規定，使用延長過渡期來遵守任何新的或修訂的財務會計準則，請在複選框中指示。 ¨
請勾選以下選項以指示註冊人是否爲外殼公司(根據交易所法規則12b-2定義)。是☐沒有 þ
截至2024年11月1日， 85,784,321 基本報表1. 股東權益變動表                 

目錄
歐文康寧及其子公司
關於10-Q表格的指數
2024年9月30日
項目1。
事項二
第3項。
項目4。
項目1。
項目1A。
事項二
第3項。
事項4。
項目5。
項目6。


目錄
- 3 -
第一部分
項目1 基本報表
歐文康寧及其子公司
2020年11月1日
(未經審計)
(單位：百萬美元，每股金額爲美元)
 
三個月結束
九月三十日，		九個月結束
九月三十日，
  
  
2024202320242023
淨銷售額$3,046 $2,479 $8,135 $7,373 
銷售成本2,138 1,752 5,680 5,305 
毛利率908 727 2,455 2,068 
營業費用
重組和其他項目淨額279 201 740 612 
科學和技術費用36 29 101 85 
出售網站的收益— — — (189)
其他費用，淨額84 35 245 77 
營業費用總計399 265 1,086 585 
營業收入509 462 1,369 1,483 
營業外收入— (1)(1)(1)
利息和稅前收益509 463 1,370 1,484 
利息費用，淨額70 17 151 62 
稅前收入439 446 1,219 1,422 
所得稅費用120 110 318 361 
關聯公司淨收益權益2 1 4 2 
淨收益321 337 905 1,063 
淨損失歸屬於不可贖回和可贖贖回的非控股權益— — — (2)
歐文康寧歸屬淨利潤$321 $337 $905 $1,065 
歸屬於歐文康寧普通股股東的每股收益
Basic$3.69 $3.74 $10.38 $11.75 
Diluted$3.65 $3.71 $10.28 $11.64 
加權平均普通股股數
Basic87.0 90.0 87.2 90.6 
Diluted87.9 90.9 88.0 91.5 
附註是基本報表的一部分。

目錄
- 4 -
歐文康寧及其子公司
綜合收益綜合計入損益表
(未經審計)
（單位百萬）
 
三個月結束
九月三十日，		九個月結束
九月三十日，
  
2024202320242023
淨收益$321 $337 $905 $1,063 
其他綜合收益(損失), 淨額(稅後):
貨幣翻譯調整（稅後$0和$2截至2024年和2023年9月30日三個月的淨收入分別爲$0和$2截至2024年和2023年9月30日的九個月分別爲
68 (73)(37)(33)
養老金和其他養老福利調整（稅後淨額爲$0 和 $0 截至2024年9月30日和2023年的九個月的未實現收益分別爲$0 和 $0 截至2024年和2023年9月30日的九個月分別爲
(4)2 (5)(1)
避險調整（稅後$）0和$2）分別是2024年和2023年截至9月30日的三個月，分別爲$3) and $(4截至2024年9月30日和2023年9月30日分別爲九個月的避險調整
1 5 11 11 
其他綜合收益（損失），淨所得稅後65 (66)(31)(23)
綜合利潤386 271 874 1,040 
歸屬於不可贖回和可贖回非控股權益的綜合損失(1)(1)(3)(4)
歐文康寧歸屬於的綜合收益$387 $272 $877 $1,044 
附註是基本報表的一部分。

Table of Contents
- 5 -
OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(unaudited)
(in millions, except per share amounts)
ASSETSSeptember 30,
2024		December 31,
2023
CURRENT ASSETS
Cash and cash equivalents$499 $1,615 
Receivables, less allowance of $4 at September 30, 2024 and $11 at December 31, 2023
1,577 987 
Inventories1,596 1,198 
Other current assets191 117 
Total current assets3,863 3,917 
Property, plant and equipment, net4,593 3,841 
Operating lease right-of-use assets473 222 
Goodwill2,867 1,392 
Intangible assets, net2,771 1,528 
Deferred income taxes32 24 
Other non-current assets455 313 
TOTAL ASSETS$15,054 $11,237 
LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable$1,401 $1,216 
Current operating lease liabilities88 62 
Long-term debt - current portion437 431 
Other current liabilities756 615 
Total current liabilities2,682 2,324 
Long-term debt, net of current portion5,028 2,615 
Pension plan liability69 69 
Other employee benefits liability109 112 
Non-current operating lease liabilities404 165 
Deferred income taxes733 427 
Other liabilities356 315 
Total liabilities9,381 6,027 
Redeemable noncontrolling interest— 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 capital4,204 4,166 
Accumulated earnings5,541 4,794 
Accumulated other comprehensive deficit(531)(503)
Cost of common stock in treasury (c)(3,592)(3,292)
Total Owens Corning stockholders’ equity5,623 5,166 
Noncontrolling interests50 19 
Total equity5,673 5,185 
TOTAL LIABILITIES AND EQUITY$15,054 $11,237 
(a)10 shares authorized; none issued or outstanding at September 30, 2024 and December 31, 2023
(b)400 shares authorized; 135.5 issued and 85.8 outstanding at September 30, 2024; 135.5 issued and 87.2 outstanding at December 31, 2023
(c)49.7 shares at September 30, 2024 and 48.3 shares at December 31, 2023
The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.


Table of Contents
- 6 -

OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited)
(in millions)

 Common Stock
Outstanding		Treasury
Stock		APIC (a)Accumulated
Earnings		AOCI (b)NCI (c)Total
  SharesPar ValueSharesCost
Balance at December 31, 202387.2 $1 48.3 $(3,292)$4,166 $4,794 $(503)$19 $5,185 
Net earnings attributable to Owens Corning— — — — — 299 — — 299 
Redeemable noncontrolling interest adjustment to redemption value— — — — (1)— — — (1)
Currency translation adjustment— — — — — — (41)(1)(42)
Deferred gain on hedging transactions (net of tax)— — — — — — 5 — 5 
Issuance of common stock under share-based payment plans0.6 — (0.6)21 (20)— — — 1 
Purchases of treasury stock(1.1)— 1.1 (162)— — — — (162)
Stock-based compensation expense— — — — 14 — — — 14 
Dividends declared (d)— — — — — (52)— — (52)
Balance at March 31, 202486.7 $1 48.8 $(3,433)$4,159 $5,041 $(539)$18 $5,247 
Net earnings attributable to Owens Corning— — — — — 285 — — 285 
Net earnings attributable to non-redeemable noncontrolling interests— — — — — — — 1 1 
Currency translation adjustment— — — — — — (62)(1)(63)
Pension and other postretirement adjustment (net of tax)— — — — — — (1)— (1)
Deferred gain on hedging transactions (net of tax)— — — — — — 5 — 5 
Purchases of non-controlling interest— — — — — — — 35 35 
Issuance of common stock under share-based payment plans0.3 — (0.3)60 (47)— — — 13 
Purchases of treasury stock(0.1)— 0.1 (18)— — — — (18)
Stock-based compensation expense— — — — 39 — — — 39 
Fair value of awards included in transaction consideration— — — — 35 — — — 35 
Dividends declared (d)— — — — — (53)— — (53)
Balance at June 30, 202486.9 $1 48.6 $(3,391)$4,186 $5,273 $(597)$53 $5,525 
Net earnings attributable to Owens Corning— — — — — 321 — — 321 
Return of capital to non-redeemable noncontrolling interests— — — — — — — (2)(2)
Currency translation adjustment— — — — — — 69 (1)68 
Pension and other postretirement adjustment (net of tax)— — — — — — (4)— (4)
Deferred gain on hedging transactions (net of tax)— — — — — — 1 — 1 
Issuance of common stock under share-based payment plans0.1 — (0.1)4 (3)— — — 1 
Purchases of treasury stock(1.2)— 1.2 (205)— — — — (205)
Stock-based compensation expense— — — — 21 — — — 21 
Dividends declared (d)— — — — — (53)— — (53)
Balance at September 30, 202485.8 $1 49.7 $(3,592)$4,204 $5,541 $(531)$50 $5,673 
(a)Additional Paid in Capital (“APIC”)
(b)Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”)
(c)Noncontrolling Interests (“NCI”)
(d)Quarterly dividend declaration of $0.60 per share as of September 30, 2024, June 30, 2024 and March 31, 2024









Table of Contents
- 7 -

OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(unaudited)
(in millions)

 Common Stock
Outstanding		Treasury
Stock		APIC (a)Accumulated
Earnings		AOCI (b)NCI (c)Total
  SharesPar ValueSharesCost
Balance at December 31, 202291.9 $1 43.6 $(2,678)$4,139 $3,794 $(681)$21 $4,596 
Net earnings attributable to Owens Corning— — — — — 383 — — 383 
Net earnings attributable to non-redeemable noncontrolling interests— — — — — — — — — 
Redeemable noncontrolling interest adjustment to redemption value— — — — (1)— — — (1)
Currency translation adjustment— — — — — — 31 — 31 
Pension and other postretirement adjustment (net of tax)— — — — — — (1)— (1)
Deferred loss on hedging transactions (net of tax)— — — — — — (1)— (1)
Issuance of common stock under share-based payment plans0.7 — (0.7)23 (22)— — — 1 
Purchases of treasury stock(1.8)— 1.8 (161)— — — — (161)
Stock-based compensation expense— — — — 13 — — — 13 
Dividends declared (d)— — — — — (48)— — (48)
Balance at March 31, 202390.8 $1 44.7 $(2,816)$4,129 $4,129 $(652)$21 $4,812 
Net earnings attributable to Owens Corning— — — — — 345 — — 345 
Net earnings attributable to non-redeemable noncontrolling interests— — — — — — — — — 
Redeemable noncontrolling interest adjustment to redemption value— — — — — — — — — 
Currency translation adjustment— — — — — — 10 (1)9 
Pension and other postretirement adjustment (net of tax)— — — — — — (2)— (2)
Deferred gain on hedging transactions (net of tax)— — — — — — 7 — 7 
Issuance of common stock under share-based payment plans0.1 — (0.1)12 — — — — 12 
Purchases of treasury stock(1.1)— 1.1 (116)— — — — (116)
Stock-based compensation expense — — — — 14 — — — 14 
Dividends declared (d)— — — — — (47)— — (47)
Balance at June 30, 202389.8 $1 45.7 $(2,920)$4,143 $4,427 $(637)$20 $5,034 
Net earnings attributable to Owens Corning— — — — — 337 — — 337 
Net earnings attributable to non-redeemable noncontrolling interests— — — — — — — — — 
Redeemable noncontrolling interest adjustment to redemption value— — — — — — — — — 
Currency translation adjustment— — — — — — (73)— (73)
Pension and other postretirement adjustment (net of tax)— — — — — — 2 — 2 
Deferred gain on hedging transactions (net of tax)— — — — — — 5 — 5 
Redeemable equity redeemed and changes in subsidiary shares from noncontrolling interests— — — — — — — — — 
Issuance of common stock under share-based payment plans0.1 — (0.1)2 (2)— — — — 
Purchases of treasury stock(1.0)— 1.0 (145)— — — — (145)
Stock-based compensation expense— — — — 11 — — — 11 
Dividends declared (d)— — — — — (46)— — (46)
Balance at September 30, 202388.9 $1 46.6 $(3,063)$4,152 $4,718 $(703)$20 $5,125 
(a)Additional Paid in Capital (“APIC”)
(b)Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”)
(c)Noncontrolling Interests (“NCI”)
(d)Quarterly dividend declaration of $0.52 per share as of September 30, 2023, June 30, 2023 and March 31, 2023
The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.




Table of Contents
- 8 -


OWENS CORNING AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(unaudited)
(in millions)
Nine Months Ended
September 30,
  
20242023
NET CASH FLOW PROVIDED BY OPERATING ACTIVITIES
Net earnings$905 $1,063 
Adjustments to reconcile net earnings to cash from operating activities:
Depreciation and amortization483 446 
Deferred income taxes(55)40 
Stock-based compensation expense74 38 
Gains on sale of certain precious metals(19)(2)
Gain on sale of site— (189)
Other adjustments to reconcile net earnings to cash from operating activities(8)23 
Changes in operating assets and liabilities(147)(384)
Pension fund contribution(4)(4)
Payments for other employee benefits liabilities(8)(8)
Other(5)(2)
Net cash flow provided by operating activities1,216 1,021 
NET CASH FLOW USED FOR INVESTING ACTIVITIES
Cash paid for property, plant, and equipment(450)(390)
Proceeds from the sale of assets or affiliates114 189 
Investment in subsidiaries and affiliates, net of cash acquired(2,857)(6)
Other— (12)
Net cash flow used for investing activities(3,193)(219)
NET CASH FLOW PROVIDED BY (USED FOR) FINANCING ACTIVITIES
Proceeds from long-term debt1,968 — 
Payments on long-term debt(473)— 
Proceeds from senior revolving credit and receivables securitization facilities560 — 
Payments on senior revolving credit and receivables securitization facilities(560)— 
Proceeds from term loan borrowing2,784 — 
Payments on term loan borrowing(2,800)— 
Dividends paid(156)(142)
Purchases of treasury stock(388)(419)
Finance lease payments(29)(24)
Other(5)— 
Net cash flow provided by (used for) financing activities901 (585)
Effect of exchange rate changes on cash(28)8 
Net (decrease) increase in cash, cash equivalents, and restricted cash(1,104)225 
Cash, cash equivalents and restricted cash at beginning of period1,623 1,107 
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD$519 $1,332 
The accompanying Notes to the Consolidated Financial Statements are an integral part of these Statements.

Table of Contents
- 9 -
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)

1.    GENERAL
Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning, a Delaware corporation, and its subsidiaries.
The Consolidated Financial Statements included in this report are unaudited, pursuant to certain rules and regulations of the Securities and Exchange Commission (“SEC”), and include, in the opinion of the Company, normal recurring adjustments necessary for a fair statement of the results for the periods indicated, which, however, are not necessarily indicative of results which may be expected for the full year. The December 31, 2023 balance sheet data was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted in the United States (“U.S.”). In connection with the Consolidated Financial Statements and Notes included in this report, reference is made to the Consolidated Financial Statements and Notes contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”). Certain reclassifications have been made to the periods presented for 2023 to conform to the classifications used in the periods presented for 2024.
Acquisition of Masonite International Corporation
On May 15, 2024, the Company acquired all of the outstanding shares of Masonite International Corporation (“Masonite”) at a purchase price of $133.00 per share (the "Arrangement"). Masonite is a leading global designer, manufacturer, marketer and distributor of interior and exterior doors and door systems for residential new construction and residential repair and remodeling. The addition of Masonite's market-leading doors business creates a new growth platform for the Company, strengthening the Company's position in building and construction and expanding its offering of branded residential building products.
Masonite's operating results and preliminary purchase price allocation have been included in the Company's newly established Doors reportable segment from May 15, 2024, the effective date of the Arrangement, within the Consolidated Financial Statements. Please refer to Note 7 of the Consolidated Financial Statements for further information.
Revenue Recognition
As of December 31, 2023, our contract liability balances (for extended warranties, down payments and deposits, collectively) totaled $101 million, of which $19 million was recognized as revenue in the first nine months of 2024. As of September 30, 2024, our contract liability balances totaled $115 million.
As of December 31, 2022, our contract liability balances totaled $89 million, of which $17 million was recognized as revenue in the first nine months of 2023. As of September 30, 2023, our contract liability balances totaled $96 million.
Cash, Cash Equivalents and Restricted Cash
On the Consolidated Statements of Cash Flows, the total of Cash, cash equivalents and restricted cash includes restricted cash of $20 million as of September 30, 2024, $9 million as of September 30, 2023 and $8 million as of December 31, 2023 and December 31, 2022. Restricted cash primarily represents cash we have placed as collateral for standby letters of credit and amounts received from a counterparty related to its performance assurance on an executory contract. The letters of credit guarantee payment to third parties in the event the Company is in breach of contract terms as detailed in each letter of credit. The amounts received from a counterparty are contractually required to be set aside, and the counterparty can exchange the cash for another form of performance assurance at its discretion. These amounts are included in Other current assets on the Consolidated Balance Sheets.
Accounts Receivable
Our customers consist mainly of distributors, home centers, contractors and retailers. Two of our largest customers accounted for 23% and 15%, respectively, of consolidated accounts receivable as of September 30, 2024 and 11% and 11%, respectively, of consolidated accounts receivable as of December 31, 2023.




Table of Contents
- 10 -
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
1.    GENERAL (continued)




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 $20 million and $85 million for the three and nine months ended September 30, 2024, respectively, and $22 million and $72 million for the three and nine months ended September 30, 2023, respectively. As of September 30, 2024 and December 31, 2023, amounts due to the related party supplier were $3 million and $5 million, respectively.
Supplier Finance Programs
We review supplier terms and conditions on an ongoing basis, and have negotiated payment terms extensions in recent years in connection with our efforts to reduce working capital and improve cash flow. Separate from those terms extension actions, certain of our subsidiaries have entered into paying agency agreements with third-party administrators. These voluntary supply chain finance programs (collectively, the “Programs”) generally give participating suppliers the ability to sell, or otherwise pledge as collateral, their receivables from the Company to the participating financial institutions, at the sole discretion of both the suppliers and financial institutions. The Company is not a party to the arrangements between the suppliers and the financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. The Company’s payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. One of the Programs includes a parent guarantee to the participating financial institution for a certain U.S. subsidiary that, at the time of the respective program’s inception in 2015, was a guarantor subsidiary of the Company’s Credit Agreement.
The obligations are presented as Accounts payable within Total current liabilities on the Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flow.
The Company’s confirmed outstanding obligations under the Programs totaled $180 million and $211 million as of September 30, 2024 and December 31, 2023, respectively. The amounts of invoices paid under the Programs totaled $405 million and $454 million for the nine months ended September 30, 2024 and September 30, 2023, respectively.
Strategic Actions
On February 9, 2024, the Company announced the decision to review strategic alternatives for its global glass reinforcements (“GR”) business, consistent with our strategy to focus on building and construction materials. The GR business, which operates within our Composites segment, supplies a wide variety of glass fiber products for applications in wind energy, infrastructure, industrial, transportation, and consumer markets. The GR business generates annual revenues of approximately $1.3 billion. While a range of options are under consideration, including a potential sale, spin-off or other strategic option, there can be no assurance that the strategic review will result in any transaction or other outcome. During the first nine months of 2024, the Company incurred $33 million of costs related to this review.

Accounting Policies
There have been no changes in the significant accounting policies from those that were disclosed in the 2023 Form 10-K.
Critical Accounting Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures 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 from such estimates. Accounting estimates and assumptions discussed in this section are those considered to be the most critical to an understanding of our financial statements because they involve significant judgments and uncertainties. There have been no material changes to our critical accounting estimates previously disclosed in Item 7 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, except as follows:


Table of Contents
- 11 -
OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
1.    GENERAL (continued)




Fair values of assets acquired and liabilities assumed in 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.
Goodwill Impairment Assessment — When it is determined necessary for the Company to perform the quantitative impairment process for goodwill, we estimate fair value using a discounted cash flow approach from the perspective of a market participant, as well as the market approach. For the market approach, we use market multiples derived from a set of similar companies.


Accounting Pronouncements
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:
StandardDescriptionEffective Date for CompanyEffect on the
Consolidated Financial Statements
Recently issued standards:
ASU 2024-01 "Compensation - Stock Compensation" (Topic 718): Scope Application of Profits Interest and Similar AwardsThis 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.Fiscal years beginning after December 15, 2024We do not believe the adoption of this guidance will have a material effect on our Consolidated Financial Statements.
ASU 2024-02 "Codification Improvements - Amendments to Remove References to the Concepts Statements"Amendments in this update remove references to various FASB Concepts Statements.Fiscal years beginning after December 15, 2024We do not believe the adoption of this guidance will have a material effect on our Consolidated Financial Statements.
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.Fiscal years beginning after December 15, 2026We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statements. We do not believe the adoption of this guidance will have a material effect on our results of operations.
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.
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.Fiscal years beginning after December 15, 2023We 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 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.Fiscal years beginning after December 15, 2024We are currently assessing the impact adopting this standard will have on our Consolidated Financial Statements. 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)
(unaudited)
2.    SEGMENT INFORMATION
As a result of our acquisition of Masonite International Corporation, which was completed on May 15, 2024, the Company now has four reportable segments: Roofing, Insulation, Doors, and Composites. Accounting policies for the segments are the same as those for the Company. The Company’s 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.
Insulation – Within our Insulation segment, the Company manufactures and sells thermal and acoustical batts, loose fill 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.
For the three months ended September 30, 2024
Reportable SegmentsRoofingInsulationDoorsCompositesEliminationsConsolidated
Disaggregation Categories
U.S. residential$1,019 $416 $445 $122 $(82)$1,920 
U.S. commercial and industrial43 195 — 181 (2)417 
Total United States1,062 611 445 303 (84)2,337 
Europe— 183 57 107 (1)346 
Asia-Pacific— 34 — 94 — 128 
Rest of world16 118 71 30 — 235 
NET SALES$1,078 $946 $573 $534 $(85)$3,046 
For the three months ended September 30, 2023
Reportable SegmentsRoofingInsulationDoorsCompositesEliminationsConsolidated
Disaggregation Categories
U.S. residential$1,009 $351 $— $98 $(82)$1,376 
U.S. commercial and industrial49 218 — 201 (2)466 
Total United States1,058 569 — 299 (84)1,842 
Europe5 191 — 115 (1)310 
Asia-Pacific— 37 — 111 — 148 
Rest of world21 116 — 42 — 179 
NET SALES$1,084 $913 $— $567 $(85)$2,479 



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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
2.    SEGMENT INFORMATION (continued)


For the nine months ended September 30, 2024
Reportable SegmentsRoofingInsulationDoorsCompositesEliminationsConsolidated
Disaggregation Categories
U.S. residential$2,991 $1,177 $689 $360 $(249)$4,968 
U.S. commercial and industrial100 606 — 536 (7)1,235 
Total United States3,091 1,783 689 896 (256)6,203 
Europe— 543 87 347 (2)975 
Asia-Pacific— 98 1 265 — 364 
Rest of world49 342 107 95 — 593 
NET SALES$3,140 $2,766 $884 $1,603 $(258)$8,135 
For the nine months ended September 30, 2023
Reportable SegmentsRoofingInsulationDoorsCompositesEliminationsConsolidated
Disaggregation Categories
U.S. residential$2,902 $1,045 $— $270 $(230)$3,987 
U.S. commercial and industrial113 647 — 656 (6)1,410 
Total United States3,015 1,692 — 926 (236)5,397 
Europe13 586 — 387 (2)984 
Asia-Pacific1 109 — 334 — 444 
Rest of world73 350 — 125 — 548 
NET SALES$3,102 $2,737 $— $1,772 $(238)$7,373 
Sales to major customers - The Company had two customers that exceeded 10% of consolidated net sales for the nine months ended September 30, 2024. The first customer, which is a customer of both the Roofing and Insulation segments, accounted for approximately 12% of the Company's consolidated net sales for the nine months ended September 30, 2024 and September 30, 2023. The second customer, which is a customer of the Roofing, Insulation and Doors segments, accounted for approximately 12% of the Company's consolidated net sales for the nine months ended September 30, 2024. This customer's sales did not exceed 10% during the nine months ended September 30, 2023.
EARNINGS BEFORE INTEREST AND TAXES
Earnings before interest and taxes (“EBIT”) by segment consist 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.












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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
2.    SEGMENT INFORMATION (continued)


The following table summarizes EBIT by segment (in millions):
  
Three Months Ended
September 30,		Nine Months Ended
September 30,
  
2024202320242023
Reportable Segments
Roofing$359 $343 $1,018 $890 
Insulation183 150 527 469 
Doors36 — 70 — 
Composites61 80 168 216 
Total reportable segments639 573 1,783 1,575 
Restructuring costs(1)(41)(62)(106)
Gain on sale of Santa Clara, California site— — — 189 
Gains on sale of certain precious metals19 — 19 2 
Paroc marine recall(1)(14)(8)(14)
Strategic review-related charges(16)— (33)— 
Acquisition-related transaction costs(2)— (49)— 
Acquisition-related integration costs(53)— (74)— 
Impairment of venture investment(13)— (13)— 
Recognition of acquisition inventory fair value step-up(6)— (18)— 
General corporate expense and other(57)(55)(175)(162)
Total corporate, other and eliminations(130)(110)(413)(91)
EBIT$509 $463 $1,370 $1,484 
3.    INVENTORIES
Inventories consist of the following (in millions):
September 30, 2024December 31, 2023
Finished goods$842 $742 
Materials and supplies754 456 
Total inventories$1,596 $1,198 


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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
4.    DERIVATIVE FINANCIAL INSTRUMENTS
The Company is exposed to, among other risks, the impact of changes in commodity prices, foreign currency exchange rates, and interest rates in the normal course of business. The Company’s risk management program is designed to manage the exposure and volatility arising from these risks, and utilizes derivative financial instruments to offset a portion of these risks. The Company uses derivative financial instruments only to the extent necessary to hedge identified business risks, and does not enter into such transactions for trading purposes.
The Company generally does not require collateral or other security with counterparties to these financial instruments and is therefore subject to credit risk in the event of nonperformance; however, the Company monitors credit risk and currently does not anticipate nonperformance by other parties. Contracts with counterparties generally contain right of offset provisions. These provisions effectively reduce the Company’s exposure to credit risk in situations where the Company has gain and loss positions outstanding with a single counterparty. It is the Company’s policy to offset on the Consolidated Balance Sheets the amounts recognized for derivative instruments with any cash collateral arising from derivative instruments executed with the same counterparty under a master netting agreement. As of September 30, 2024 and December 31, 2023, the Company did not have any amounts on deposit with any of its counterparties, nor did any of its counterparties have any amounts on deposit with the Company.
Derivative Fair Values
Our derivatives consist of natural gas forward swaps and foreign exchange forward contracts, all of which are over-the-counter and not traded through an exchange. The Company uses widely accepted valuation tools to determine fair value, such as discounting cash flows to calculate a present value for the derivatives. The models use Level 2 inputs, such as forward curves and other commonly quoted observable transactions and prices. The fair value of our derivatives and hedging instruments are all classified as Level 2 investments within the three-tier hierarchy.
The following table presents the fair value of derivatives and hedging instruments and their respective location on the Consolidated Balance Sheets (in millions):
  Fair Value at
Location
September 30,
2024
December 31, 2023
Derivative assets designated as hedging instruments:
Cash flow hedges:
Natural gas forward swapsOther current assets$1 $— 
Derivative liabilities designated as hedging instruments:
Cash flow hedges:
Natural gas forward swapsOther current liabilities$2 $15 
Derivative assets not designated as hedging instruments:
Foreign exchange forward contractsOther current assets$1 $1 
Derivative liabilities not designated as hedging instruments:
Foreign exchange forward contractsOther current liabilities$1 $1 







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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
4.    DERIVATIVE FINANCIAL INSTRUMENTS (continued)


Consolidated Statements of Earnings Activity
The following table presents the impact and respective location of derivative activities on the Consolidated Statements of Earnings (in millions):
  
  
Three Months Ended
September 30,		Nine Months Ended
September 30,
  
Location2024202320242023
Derivative activity designated as hedging instruments:
Natural gas cash flow hedges:
Amount of loss reclassified from AOCI (as defined below) into earnings (a)Cost of sales$2 $10 $16 $42 
Treasury interest rate lock:
Amount of gain reclassified from AOCI (as defined below) into earnings (a)Interest expense, net$1 $— $1 $— 
Derivative activity not designated as hedging instruments:
Foreign currency:
Amount of (gain) loss recognized in earnings (b)
Other expense, net$— $— $(4)$4 
(a)Accumulated Other Comprehensive Earnings (Deficit) (“AOCI”)
(b)(Gains)/losses related to foreign currency derivatives were substantially offset by net revaluation impacts on foreign currency denominated balance sheet exposures, which were also recorded in Other expense, net. Please refer to the “Other Derivatives” section below for additional detail.    
Consolidated Statements of Comprehensive Earnings Activity
The following table presents the impact of derivative activities on the Consolidated Statements of Comprehensive Earnings (in millions):
Amount of Gain Recognized in Comprehensive Earnings
Three Months Ended
September 30,		Nine Months Ended
September 30,
Hedging TypeDerivative Financial Instrument2024202320242023
Cash flow hedgeNatural gas forward swaps$1 $6 $14 $14 
Cash Flow Hedges
The Company uses a combination of derivative financial instruments, which qualify as cash flow hedges, and physical contracts to manage forecasted exposure to electricity and natural gas prices. As of September 30, 2024, the notional amounts of these natural gas forward swaps were 7 million MMBtu (or MMBtu equivalent) based on U.S. and European indices. The Company has designated these natural gas forward swaps as cash flow hedges, with the last hedge maturing no later than December 2025. A net unrecognized loss of $1 million related to these natural gas forward swaps was included in AOCI as of September 30, 2024, $1 million of which is expected to be reclassified into earnings within the next twelve months.




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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
4.    DERIVATIVE FINANCIAL INSTRUMENTS (continued)


In 2020, the Company entered into a $175 million forward U.S. Treasury rate lock agreement to manage the U.S. Treasury portion of its interest rate risk associated with the anticipated issuance of certain 10-year fixed rate senior notes. The Company designated this forward U.S. Treasury rate lock agreement, which expired on December 15, 2022, as a cash flow hedge. The locked fixed rate of this agreement was 0.994%. In September 2022, a gain of $6 million was recognized as a result of a change in the forecasted issuance of certain senior notes. In December 2022, the Company received cash of $37 million upon the settlement of the rate lock agreement, of which $31 million will be amortized as a component of interest expense upon the future issuance of senior notes. In May 2024, the Company issued new senior notes and began amortizing the $31 million over the life of the Company's 5.700% senior notes due 2034, of which $1 million was recognized during the nine months ended September 30, 2024. The unrecognized gain of $30 million was included in AOCI as of September 30, 2024.

Other Derivatives
The Company uses forward currency exchange contracts to manage existing exposures to foreign exchange risk related to assets and liabilities recorded on the Consolidated Balance Sheets. As of September 30, 2024, the Company had notional amounts of $131 million for non-designated derivative financial instruments related to foreign currency exposures in United States Dollars primarily related to the Indian Rupee, Brazilian Real, Korean Won, Chinese Yuan, Hong Kong Dollar, and the Japanese Yen. In addition, the Company had notional amounts of $78 million for non-designated derivative financial instruments related to foreign currency exposures in European Euro primarily related to the Polish Złoty, Danish Krone, Norwegian Krone and the Chinese Yuan.
5.     GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill
The Company tests goodwill and indefinite-lived intangible assets for impairment during the fourth quarter of each year, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying value.
During the third quarter of 2024, the Company performed its quarterly assessment to identify potential indicators of impairment for each of its reporting units. Among qualitative and quantitative factors considered, management reviewed key assumptions and information, including updated macroeconomic indicators that impact the markets we serve, and financial forecast information for each reporting unit.
The annual impairment tests performed in the fourth quarter of 2023 indicated that the business enterprise value of the Composites reporting unit exceeded its carrying value by approximately 5%. Given this narrow cushion of Composites reporting unit fair value in excess of carrying value and the ongoing strategic review of the glass reinforcements business, the Company performed an interim goodwill impairment test as of September 30, 2024 for the Composites reporting unit. The interim testing indicated that the business enterprise value of the Composites reporting unit exceeded its carrying value by less than 10%. There is 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 or profitability for this reporting unit, or the outcome of the strategic review.








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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
5.     GOODWILL AND OTHER INTANGIBLE ASSETS (continued)


The changes in the net carrying value of goodwill by segment are as follows (in millions):
RoofingInsulationDoorsCompositesTotal
Gross carrying amount at December 31, 2023
$395 $1,520 $— $425 $2,340 
Acquisitions (see Note 7)
— — 1,473 — 1,473 
Foreign currency translation1 3 — — 4 
Gross carrying amount at September 30, 2024
396 1,523 1,473 425 3,817 
Accumulated impairment losses at December 31, 2023
— (948)— — (948)
Foreign currency translation— (2)— — (2)
Accumulated impairment losses at September 30, 2024
— (950)— — (950)
Balance, net of impairment, at September 30, 2024
$396 $573 $1,473 $425 $2,867 
Other Intangible Assets
The Company amortizes the cost of other intangible assets over their estimated useful lives which, individually, range up to 25 years. The Company’s future cash flows are not materially impacted by its ability to extend or renew agreements related to its amortizable intangible assets.
Other intangible assets consist of the following (in millions):
September 30, 2024December 31, 2023
Gross
Carrying
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Carrying
Amount		Accumulated
Amortization		Net
Carrying
Amount
Indefinite-lived trademarks and trade names$1,232 $— $1,232 $992 $— $992 
Amortizable intangible assets
Customer relationships1,595 (349)1,246 614 (283)331 
Technology432 (233)199 326 (203)123 
Trademarks and trade names 31 (3)28 12 (2)10 
Other (a)67 (1)66 74 (2)72 
Total other intangible assets$3,357 $(586)$2,771 $2,018 $(490)$1,528 
(a) Other primarily includes emissions rights.


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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
5.     GOODWILL AND OTHER INTANGIBLE ASSETS (continued)


There are two indefinite-lived intangible assets that are at an increased risk of impairment, both of which are used by our Insulation segment and were partially impaired in the fourth quarter of 2022. A change in the estimated long-term revenue growth rate or discount rate for the segment could increase the likelihood of a future impairment.

The following table presents the carrying values of these assets as of September 30, 2024:
Trademarks and trade namesSeptember 30, 2024
European building and technical insulation trade name
$91 
Global cellular glass insulation trademark$80 
Amortization expense for intangible assets for the three and nine months ended September 30, 2024 was $42 million and $97 million, respectively. Amortization expense for intangible assets for the three and nine months ended September 30, 2023 was $28 million and $70 million, respectively. Amortization expense for intangible assets is estimated to be $31 million for the remainder of 2024.
The estimated amortization expense for intangible assets for the next five fiscal years ended December 31 is as follows (in millions):
PeriodAmortization
2025$150 
2026$136 
2027$127 
2028$126 
2029$112 
6.    PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consist of the following (in millions):
September 30,
2024		December 31, 2023
Land$225 $168 
Buildings and leasehold improvements1,549 1,263 
Machinery and equipment6,203 5,402 
Construction in progress504 665 
Property, plant and equipment, gross8,481 7,498 
Accumulated depreciation(3,888)(3,657)
Property, plant and equipment, net$4,593 $3,841 
Machinery and equipment include certain precious metals used in our production tooling, which comprise approximately 7% and 10% of total machinery and equipment as of September 30, 2024 and December 31, 2023, respectively. Precious metals used in our production tooling are depleted as they are consumed during the production process, which typically represents an annual expense of approximately 2% of the outstanding carrying value.
Our production tooling needs in our Composites segment are changing due to a strategic shift in the Company's metal ownership portfolio, as well as, in response to changes in economic and technological factors. As a result, the Company sold certain precious metals resulting in gains of $19 million for the three and nine months ended September 30, 2024. These gains are included in Other expense, net on the Consolidated Statements of Earnings and are reflected in the Corporate, Other and Eliminations reporting category. The cash proceeds from the sales are included in Net cash flow used for investing activities in the Consolidated Statements of Cash Flow.

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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
7.    ACQUISITIONS
On February 8, 2024, the Company entered into an Arrangement Agreement (the "Arrangement Agreement") with Masonite International Corporation, a British Columbia corporation ("Masonite"), pursuant to which the Company agreed to acquire all of the issued and outstanding common shares of Masonite at a purchase price of $133.00 per share (the "Arrangement"). On May 15, 2024, as determined by the Arrangement Agreement, the Company completed the acquisition of 100% of the issued and outstanding shares of Masonite for $133.00 per share in cash, without interest for a total purchase price of $3.2 billion. The acquisition was funded primarily with debt proceeds of $2.8 billion and cash on hand. Please refer to the discussion under "364-Day Credit Facility" in Note 11 of the Consolidated Financial Statements for further information.
Masonite is a leading global designer, manufacturer, marketer and distributor of interior and exterior doors and door systems for the residential new construction and residential repair and remodeling markets. The addition of Masonite's market-leading doors business creates a new growth platform for the Company, strengthening the Company's position in building and construction and expanding its offering of branded residential building products.
Masonite's operating results and preliminary purchase price allocation have been included in the Company's newly established Doors reportable segment from May 15, 2024, the effective date of the Arrangement, within the Consolidated Financial Statements. Masonite contributed revenues of $884 million and earnings of $54 million to the Company for the period from May 15, 2024 to September 30, 2024. Please refer to Note 2 of the Consolidated Financial Statements for further information.
For the three and nine months ended September 30, 2024, the Company incurred $2 million and $49 million of transaction costs, respectively, related to the Arrangement. These expenses are included in Other expense, net on the Company's consolidated statement of earnings.
The fair value of the total purchase consideration transferred was determined as follows (in millions):
Fair Value of Purchase Consideration
Closing cash consideration$2,935 
Pre-combination vesting portion of fair value of Masonite outstanding equity awards converted to Owens Corning time vesting RSUs35
Repayment of Masonite term loan facility216
Total transaction consideration$3,186 
The closing cash as part of preliminary estimated consideration was calculated at the price of $133.00 per outstanding Masonite common share. At the close of the acquisition of Masonite, there were 22.07 million Masonite common shares outstanding.












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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
7.    ACQUISITIONS (continued)









The preliminary estimated fair value of Owens Corning common stock underlying Masonite outstanding equity awards that have been converted into awards with respect to Owens Corning common stock is calculated as follows (in millions, except share and per share amounts:
Amount
Number of Masonite stock awards outstanding (a)639,608 
Exchange ratio (b)0.7642
Owens Corning equity awards issued for Masonite outstanding equity awards488,778 
10-day weighted average closing share price of Owens Corning common stock (c)$174.03 
Fair value of Owens Corning time vesting RSUs issued for Masonite outstanding equity awards$85 
Less: Estimated fair value allocated to post-transaction compensation expense(50)
Fair value of awards included in transaction consideration$35 
(a)    Represents the Masonite stock awards that have been converted into Owens Corning equity awards upon completion of the acquisition of Masonite, based on awards outstanding at May 15, 2024. Masonite equity awards include awards issued under various stock incentive plans of Masonite.
(b)    The exchange rate was determined by the consideration amount divided by the volume weighted average closing sale price of one share of Owens Corning common stock for the ten consecutive trading days ended May 15, 2024, in accordance with the terms of the Arrangement Agreement.
(c)    The ten-day weighted average closing share price was calculated for the ten consecutive trading days ended May 15, 2024, in accordance with the terms of the Arrangement Agreement.
On May 15, 2024, the effective date of the Arrangement, the Company transferred consideration to Masonite to repay the Masonite 2027 term loan facility (the "Masonite term loan facility"). This repayment was required by the change in control provision within the terms of the Masonite term loan facility.
The Company has applied the acquisition method of accounting in accordance with Accounting Standards Codification ("ASC") Topic 805, Business Combinations, and recognized assets acquired and liabilities assumed at their fair values as of the effective date of the Arrangement, with the excess purchase consideration recorded to goodwill. The Company has not yet finalized the valuation of the assets acquired and liabilities assumed as of September 30, 2024. The Company is continuing to obtain information to complete its valuation of certain assets and liabilities, and during the three months ended September 30, 2024, the Company recorded measurement period adjustments to the purchase price allocation. Additional adjustments may be recorded to the fair value of intangible assets, property, plant and equipment, goodwill and deferred income taxes among other items during the measurement period, a period not to exceed 12 months from the acquisition date.










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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
7.    ACQUISITIONS (continued)









The following table summarizes the preliminary acquisition date fair value net of measurement period adjustments of net tangible and intangible assets acquired, net of liabilities assumed as part of the Arrangement (in millions):
As originally reportedMeasurement period adjustmentsAs adjusted
Cash and cash equivalents$282 $— $282 
Receivables, net330 — 330 
Inventories379 — 379 
Other current assets82 — 82 
Property, plant and equipment, net861 — 861 
Operating lease right-of-use assets253 — 253 
Intangible assets1,579 (221)1,358 
Deferred income taxes14 — 14 
Other non-current assets91 — 91 
Total assets3,871 (221)3,650 
Accounts payable196 — 196 
Current operating lease liabilities28 — 28 
Other current liabilities187 (3)184 
Long-term debt867 — 867 
Non-current operating lease liabilities235 — 235 
Deferred income taxes413 (56)357 
Other non-current liabilities32 3 35 
Net assets acquired1,913 (165)1,748 
Non-controlling interest(35)— (35)
Goodwill1,308 165 1,473 
Total net assets acquired$3,186 $— $3,186 
The details on the methodology and significant inputs used for fair value of valuation are outlined below.
Goodwill
Preliminary purchase consideration allocation resulted in $1.5 billion in goodwill. During the three months ended September 30, 2024 the Company increased the value of goodwill by $165 million as a result of measurement period adjustments. The goodwill is not deductible for tax purposes. The factors contributing to the recognition of the amount of goodwill are based on several strategic and synergistic benefits that are expected to be realized from the acquisition.
Receivables
The fair value of receivables acquired is $330 million, with the gross contractual amount being $331 million. The Company expects $1 million to be uncollectible.
Inventory
The fair value of inventory was determined by the market selling price of the inventory, less the remaining manufacturing and selling costs and a normal profit margin on those manufacturing and selling efforts. The fair value of inventory has been stepped up by $18 million, this amount has been fully amortized to Cost of Sales as the inventory was sold.



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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
7.    ACQUISITIONS (continued)









Property, Plant and Equipment
The preliminary fair value of property, plant and equipment is $861 million and was determined using cost and market approaches. The cost approach reflects the amount that would be required to replace the asset to service capacity, this approach was used where there was historical data available. Where there was not historical data available the market approach was used, this approach reflects recent sales of identical or comparable assets.
Intangible Assets
The preliminary fair value of acquired intangible assets is $1.4 billion. During the three months ended September 30, 2024, the Company reduced the value of acquired intangibles by $221 million, as we continue to obtain information used to determine the fair value during the measurement period. There were no material impacts to the Consolidated Statements of Earnings as a result of this adjustment. The fair value of customer relationships was determined using the multi-period excess earnings method. Key assumptions under this method are future cash flow estimates, customer attrition, discount rate, contributory asset charges and tax amortization benefits. The fair value of trade names were determined using the relief from royalty method. Key assumptions under this method are future cash flow estimates, royalty rate, discount rate and tax amortization benefits.
Estimated Useful Life (in years)Preliminary Estimated Asset Fair Value
(in millions)
Customer relationships
10 - 21
$979 
Technology
5
120 
Trademarks and trade names (indefinite-lived)Indefinite240 
Trademarks and trade names
10
19 
Identifiable intangible assets, net$1,358 
Debt
The fair value of Masonite's unsecured senior notes was determined using the market approach, based on the trading value of the notes in the market.
Joint Ventures and Non-Controlling Interests
The Company's acquisition of Masonite included joint ventures with Dominance Industries, Inc., 45% owned, and Vanair Design Inc., 30% owned as well as a 25% non-controlling interest in Sacopan Inc. owned by a third party and a 50% non-controlling interest in Magna Foremost SDN BHD owned by a third party. The value of these investments and non-controlling interests were determined using an equally weighted value from the income approach and the market approach.










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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
7.    ACQUISITIONS (continued)









Pro Forma Financial Information
The following table summarizes, on an unaudited pro forma basis, the combined results of operations of the Company for the three months ended and the nine months ended September 30, 2024 and 2023, assuming the acquisition had occurred on January 1, 2023 (in millions).
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Net sales$3,046 $3,099 $9,035 $9,275 
Net earnings$327 $339 $1,004 $993 
The pro forma financial information includes certain adjustments to adhere to the Company's accounting policies and adjustments to the historical results with pro forma adjustments, net of tax, that assume the acquisition occurred on January 1, 2023. This includes removing the results of the Architectural segment that was sold by Masonite prior to the close of the Arrangement, an adjustment to cost of goods sold to expense the step-up of inventory to fair value, increased depreciation expense to reflect the fair value of property, plant and equipment, and increased amortization expense related to the fair value of identifiable amortizable intangible assets. Adjustments were also made to recognize transaction costs incurred by the Company in the beginning of the comparative pro forma period and remove Masonite transaction costs. In addition, adjustments were made to reflect the interest and financing costs of the 364-Day Credit Facility (as defined below) used to fund the purchase price, and the interest, discount amortization, and capitalized financing cost amortization for the 2027, 2034 and 2054 senior notes that were issued to pay off the 364-Day Credit Facility in the comparative pro forma period, see Note 11 for further detail.
Finally, adjustments were made to remove interest expense for the pro forma period related to the Masonite term loan facility that was paid off at closing as part of the consideration for the Arrangement.
Significant adjustments to the pro forma financial information are as follows:
1.Net sales were decreased for the three months ended September 30, 2023 by $83 million and for the nine months ended September 30, 2023 and 2024 by $268 million and $119 million, respectively, to remove the sales of the Architectural segment that was sold by Masonite prior to the close of the Arrangement.
2.Net earnings were decreased by $19 million for the three months ended September 30, 2023 and by $68 million and $14 million for the nine months ended September 30, 2023 and 2024, respectively, to reflect increased amortization expense related to the fair value of identified amortizable intangible assets.
3.Net earnings were adjusted by $56 million, for the nine months ended September 30, 2024, to remove transaction costs incurred by Masonite.
4.Net earnings were increased for the three months ended September 30, 2024 by $2 million and were adjusted by $49 million each, for the nine months ended September 30, 2023 and 2024, to move transaction costs incurred by the Company to the beginning of the comparative period.
5.Net earnings were decreased by $29 million for the three months ended September 30, 2023 and by $78 million and $49 million for the nine months ended September 30, 2023 and 2024, respectively, to reflect the interest expense, discount amortization, and capitalized financing cost amortization for the 2027, 2034 and 2054 senior notes that were issued to pay off the 364-Day Credit Facility.
6.Net earnings were increased by $14 million and decreased by $2 million for the three months ended September 30, 2023 and 2024, respectively, to give effect to the tax impact of pro forma adjustments. Net earnings were increased by $60 million and decreased by $88 million for the nine months ended September 30, 2023 and 2024, respectively, to give effect to the tax impact of pro forma adjustments.
The pro forma financial information does not reflect any anticipated synergies or dis-synergies, operating efficiencies or cost savings that may result from the Arrangement and integration costs that may be incurred.

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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
8.    DIVESTITURES
On March 3, 2023, the Company finalized the sale of its Insulation site in Santa Clara, California for total proceeds of $234 million, net of transaction fees. Total proceeds included a non-refundable deposit of $50 million received in the third quarter of 2021. As a result of this sale, the Company recognized a pre-tax gain of $189 million in the first quarter of 2023, which is recorded in Gain on sale of site on the Consolidated Statements of Earnings.
9.    WARRANTIES
The Company records a liability for warranty obligations at the date the related products are sold. Adjustments are made as new information becomes available. Please refer to Note 1 of our 2023 Form 10-K for information about our separately-priced extended warranty contracts. A reconciliation of the warranty liability is as follows (in millions):
  
Nine Months Ended September 30,
20242023
Beginning balance$97 $88 
Amounts accrued for current year15 18 
Acquired obligations4 — 
Settlements of warranty claims(17)(10)
Ending balance$99 $96 
10.    RESTRUCTURING, ACQUISITION AND DIVESTITURE-RELATED COSTS
The Company may incur restructuring, transaction and integration costs related to acquisitions and divestitures, and may incur restructuring and other exit costs in connection with its global cost reduction, product line and productivity initiatives and the Company’s growth strategy.
ACQUISITION-RELATED TRANSACTION COSTS
During the first nine months of 2024, the Company incurred $49 million of transaction costs related to its recently completed acquisition of Masonite. Please refer to Note 7 of the Consolidated Financial Statements for further information.
ACQUISITION-RELATED INTEGRATION COSTS
During the first nine months of 2024, the Company incurred $74 million of integration costs related to its recently completed acquisition of Masonite. Please refer to Note 7 of the Consolidated Financial Statements for further information.
RESTRUCTURING RELATED COSTS
Acquisition-Related Restructuring
Following the acquisition of Masonite, within the Company's Doors segment, the Company took actions to realize expected synergies from the newly acquired operations. During the nine months ended 2024, the Company recorded $45 million of charges, of which $23 million were non-cash charges, primarily related to the accelerated vesting of equity awards and $22 million of cash charges, primarily related to severance. The Company is continuing to review synergies as a result of this acquisition and expects to incur a material amount of incremental costs throughout 2024 and into future years.






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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
10. RESTRUCTURING, ACQUISITION AND DIVESTITURE-RELATED COSTS (continued)

Global Composites Restructuring
In December 2023, the Company took actions to reduce costs throughout its global Composites segment given current market conditions, primarily through global workforce reductions, as well as streamlining manufacturing and supply chain operations. These actions primarily include salaried workforce reductions and the relocation of the Changzhou, China operations to Hangzhou, China.
In connection with these actions, the Company estimates it will incur cash charges in the range of $20 million to $30 million, primarily related to severance and other exit costs, including termination costs, and non-cash charges in the range of $15 million to $20 million, primarily related to accelerated depreciation.
During the first nine months of 2024, the Company recorded $10 million of charges, of which $8 million were non-cash charges, primarily related to accelerated depreciation and $2 million of cash charges, primarily related to severance and other exit costs.
Protective Packaging Exit
In 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 allowed 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 million to $75 million, primarily related to accelerated depreciation of property, plant and equipment and accelerated amortization of definite-lived intangibles.
During the first nine months of 2024, the Company recorded $4 million of charges, primarily related to other exit costs. The Company does not expect to recognize significant incremental costs related to these actions.
Wabash Facility Closure
In April 2023, the Company took actions to support its strategy to operate a flexible and cost-efficient manufacturing network through decisions to relocate the Wabash, Indiana mineral wool operations to Joplin, Missouri, and to exit the U.S. granulated mineral wool market. These actions resulted in cumulative costs of approximately $30 million in 2023, primarily related to severance and accelerated depreciation.
During the first nine months of 2024, the Company did not incur any charges relating to this project. The Company does not expect to incur any future charges.
European Operating Structure Optimization
In March 2023, the Company took actions to optimize the operating structure of its segments across Europe to increase its competitiveness. These actions are expected to result in cumulative costs of approximately $20 million, primarily related to severance and other exit costs. During the first nine months of 2024, the Company recorded $3 million of charges primarily related to severance. The Company does not expect to recognize significant incremental costs related to these actions.
Composites Strategic Realignment Actions
On July 1, 2022, the Company finalized the sale of the European portion of the DUCS product line located in Chambéry, France, within the Composite’s segment. The Company recorded a pre-tax charge of $30 million in Other expense, net on the Consolidated Statements of Earnings in 2022 to reflect the fair value less cost to sell the assets. The Company also took actions to convert the DUCS manufacturing facilities located in Anderson, South Carolina and Kimchon, Korea to produce other glass fiber products needed to support our growth strategy in building and construction applications. During the first nine months of 2024, the Company did not incur any charges relating to this project and does not expect any future charges.

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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
10. RESTRUCTURING, ACQUISITION AND DIVESTITURE-RELATED COSTS (continued)

Roofing Restructuring Actions
In December 2021, the Company took actions to restructure operations within the Roofing segment’s components product line by relocating production assets from China to India, which allowed the business to optimize its manufacturing network and support a tariff mitigation strategy. During the first nine months of 2024, the Company did not incur any charges relating to this project and does not expect any further charges.
Santa Clara Insulation Site
During the third quarter of 2021, the Company entered into a sales agreement for the Company’s Insulation site in Santa Clara, California, as part of the Company’s ongoing strategy to operate a flexible, cost-efficient manufacturing network and geographically locate its assets to better serve its customers. On March 3, 2023, the Company finalized the sale of this site for total proceeds of $234 million, net of transaction fees. Total proceeds included a non-refundable deposit of $50 million received in the third quarter of 2021. During the first nine months of 2024, the Company did not incur any charges relating to this project and does not expect any further charges.
Consolidated Statements of Earnings Classification
The following table presents the impact and respective location of total restructuring, acquisition and divestiture-related costs on the Consolidated Statements of Earnings, which are included within Corporate, Other and Eliminations (in millions):
  
Three Months Ended September 30,
Nine Months Ended September 30,
Type of costLocation2024202320242023
Accelerated depreciationCost of sales$(1)$(23)$(8)$(46)
Other exit costsCost of sales(1)(7)(6)(15)
Other exit costsMarketing and administrative expenses— — (1)(1)
SeveranceOther expense, net1 — (47)(25)
Other exit costsOther expense, net— — — (1)
Accelerated amortizationOther expense, net— (11)— (18)
Acquisition-related transaction costsOther expense, net(2)— (49)— 
Acquisition-related integration costsOther expense, net(53)— (74)— 
Gain on sale of Santa Clara, California siteGain on sale of site— — — 189 
Total restructuring, acquisition and divestiture-related (costs) gains$(56)$(41)$(185)$83 


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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
10. RESTRUCTURING, ACQUISITION AND DIVESTITURE-RELATED COSTS (continued)

Summary of Unpaid Liabilities
The following table summarizes the status of the unpaid liabilities from the Company’s restructuring activities (in millions):
September 30, 2024
Acquisition-related RestructuringGlobal Composites RestructuringProtective Packaging ExitWabash Facility ClosureEuropean Operating Structure Optimization
Balance at December 31, 2023$— $12 $1 $3 $6 
Restructuring costs45 10 4 — 3 
Payments(21)(4)(3)(3)(4)
Accelerated depreciation and other non-cash items(23)(8)(2)— — 
Balance at September 30, 2024$1 $10 $— $— $5 
Cumulative charges incurred$45 $26 $82 $33 $15 
As of September 30, 2024, the remaining liability balance was comprised of $16 million, inclusive of $2 million of non-current severance and $14 million of severance the Company expects to pay over the next twelve months.
September 30, 2023
Protective Packaging ExitWabash Facility ClosureEuropean Operating Structure OptimizationComposites Strategic Realignment ActionsRoofing Restructuring ActionsSanta Clara Insulation Site
Balance at December 31, 2022$— $— $— $1 $— $7 
Restructuring costs61 23 12 3 2 5 
Payments— — (4)(3)(2)(11)
Accelerated depreciation and other non-cash items(49)(20)— — — (1)
Balance at September 30, 2023$12 $3 $8 $1 $— $— 
Cumulative charges incurred$61 $23 $12 $12 $10 $65 










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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
11.    DEBT
Details of the Company’s outstanding long-term debt, as well as the fair values, are as follows (in millions):
September 30, 2024December 31, 2023
Carrying ValueFair ValueCarrying ValueFair Value
4.200% senior notes, net of discount and financing fees, due 2024
$400 100 %$399 99 %
3.400% senior notes, net of discount and financing fees, due 2026
399 99 %398 96 %
5.500% senior notes, net of discount and financing fees, due 2027
497 103 %N/AN/A
5.375% senior notes, net of discount and financing fees, due 2028
29 100 %N/AN/A
3.950% senior notes, net of discount and financing fees, due 2029
447 98 %447 95 %
3.500% senior notes, net of discount and financing fees, due 2030
2 89 %N/AN/A
3.500% senior notes, net of discount and financing fees, due 2030
336 95 %N/AN/A
3.875% senior notes, net of discount and financing fees, due 2030
298 97 %298 94 %
5.700% senior notes, net of discount and financing fees, due 2034
789 106 %N/AN/A
7.000% senior notes, net of discount and financing fees, due 2036
369 117 %369 116 %
4.300% senior notes, net of discount and financing fees, due 2047
589 85 %589 88 %
4.400% senior notes, net of discount and financing fees, due 2048
391 85 %391 87 %
5.950% senior notes, net of discount and financing fees, due 2054
683 106 %N/AN/A
Various finance leases, due through 2050 (a)236 100 %154 100 %
Other— N/A1 N/A
Total long-term debt5,465 N/A3,046 N/A
Less – current portion of senior notes400 100 %399 99 %
Less – current portion of finance leases and other (a)37 100 %32 100 %
Long-term debt, net of current portion$5,028 N/A$2,615 N/A
(a)The Company determined that the book value of the above noted long-term debt instruments approximates fair value.
The fair values of the Company’s outstanding long-term debt instruments were estimated using market observable inputs, including quoted prices in active markets, market indices and interest rate measurements. Within the hierarchy of fair value measurements, these are Level 2 fair values.
Senior Notes
The Company issued $500 million of 2027 senior notes with an annual interest rate of 5.500%, $800 million of 2034 senior notes with an annual interest rate of 5.700% and $700 million of 2054 senior notes with an annual interest rate of 5.950% on May 31, 2024. 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 (as defined below) that was used to fund a portion of the purchase of Masonite in the second quarter of 2024 and to pay related fees and expenses.
On May 1, 2024, in connection with the acquisition of Masonite, we commenced an offer to exchange (the “Exchange Offer”) any and all of Masonite’s outstanding 3.50% Senior Notes due 2030 (the “Masonite 2030 notes”) for new 3.50% Senior Notes due 2030 of Owens Corning (the “Owens Corning 2030 notes”). On May 22, 2024, 99.51% of the outstanding Masonite 2030 notes were exchanged and we issued $373 million aggregate principal amount of Owens Corning 2030 notes, which was a non-cash financing transaction for the Company. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on August 15, 2024. Following the settlement of the Exchange Offer, approximately $2 million of the Masonite 2030 notes that were not exchanged remain outstanding, which has been recorded on the Consolidated Balance Sheets.

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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
11.    DEBT (continued)

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.
The Company issued $300 million of 2030 senior notes on May 12, 2020. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on December 1, 2020. The proceeds from these notes were used for general corporate purposes.
The Company issued $450 million of 2029 senior notes on August 12, 2019. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on February 15, 2020. The proceeds from these notes were used to repay $416 million of our 2022 senior notes and $34 million of our 2036 senior notes.
The Company issued $400 million of 2048 senior notes on January 25, 2018. Interest on the notes is payable semiannually in arrears on January 30 and July 30 each year, beginning on July 30, 2018. The proceeds from these notes were used, along with borrowings on a $600 million term loan commitment and borrowings on the Receivables Securitization Facility (as defined below), to fund the purchase of Paroc in the first quarter of 2018.
The Company issued $600 million of 2047 senior notes on June 26, 2017. Interest on the notes is payable semiannually in arrears on January 15 and July 15 each year, beginning on January 15, 2018. A portion of the proceeds from these notes was used to fund the purchase of Pittsburgh Corning in 2017 and for general corporate purposes. The remaining proceeds were used to repay $144 million of our 2019 senior notes and $140 million of our 2036 senior notes.
The Company issued $400 million of 2026 senior notes on August 8, 2016. Interest on the notes is payable semiannually in arrears on February 15 and August 15 each year, beginning on February 15, 2017. A portion of the proceeds from these notes was used to repay $158 million of our 2016 senior notes. The remaining proceeds were used to pay down portions of our Receivables Securitization Facility and for general corporate purposes.
The Company issued $400 million of 2024 senior notes on November 12, 2014. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on June 1, 2015. A portion of the proceeds from these notes was used to repay $242 million of our 2016 senior notes and $105 million of our 2019 senior notes. The remaining proceeds were used to pay down our Senior Revolving Credit Facility (as defined below), finance general working capital needs, and for general corporate purposes. As of September 30, 2024, the $400 million outstanding principal related to the 2024 senior notes was recorded in Long-term debt - current portion on the Consolidated Balance Sheets.
The Company issued $550 million of 2036 senior notes on October 31, 2006. Interest on the notes is payable semiannually in arrears on June 1 and December 1 each year, beginning on June 1, 2007. The proceeds of these notes were used to pay certain unsecured and administrative claims, finance general working capital needs and for general corporate purposes.
Collectively, the Company's senior notes above, other than the Masonite 2028 notes or the Masonite 2030 notes, are referred to as the “Senior Notes.” The Senior Notes are general unsecured obligations of the Company and rank pari passu with all existing and future senior unsecured indebtedness of the Company. The Company has the option to redeem all or part of the Senior Notes at any time at a “make-whole” redemption price. The Company is subject to certain covenants in connection with the issuance of the Senior Notes that it believes are usual and customary. The Company was in compliance with these covenants as of September 30, 2024.
Senior Revolving Credit Facility
On March 1, 2024, the Company entered into an amended and restated senior revolving credit facility (the “Senior Revolving Credit Facility”) to increase the available principal amount from $800 million to $1.0 billion and to extend the maturity to March 2029. The Senior Revolving Credit Facility includes both borrowings and letters of credit. Borrowings under the Senior


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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
11.    DEBT (continued)

Revolving Credit Facility may be used for general corporate purposes and working capital. The Company has the discretion to borrow under multiple options, which provide for varying terms and interest rates including the United States prime rate, federal funds rate plus a spread or forward-looking term rate based on the Secured Overnight Financing Rate (“Term SOFR”) plus a spread.
The Senior Revolving Credit Facility contains various covenants, including a maximum allowed leverage ratio, that the Company believes are usual and customary for a senior unsecured credit agreement. The Company was in compliance with these covenants as of September 30, 2024. Please refer to the Credit Facility Utilization section below for liquidity information as of September 30, 2024.
Receivables Securitization Facility
For the receivables securitization facility (the "Receivables Securitization Facility"), the Company has a Receivables Purchase Agreement (“RPA”) that is accounted for as secured borrowings in accordance with ASC 860, “Accounting for Transfers and Servicing.” Owens Corning Sales, LLC and Owens Corning Receivables LLC, each a subsidiary of the Company, have an RPA with certain financial institutions. On March 1, 2024, the Company amended and restated the RPA to increase the facility limit from $280 million to $300 million and to extend the scheduled maturity date to February 2025. Under the RPA, the Company has the ability to borrow at the lenders’ cost of funds, which approximates Term SOFR plus a spread; alternatively, the Company may borrow at the higher of the United States prime rate or the Overnight Bank Funding Rate plus a spread.
The RPA contains various covenants, including a maximum allowed leverage ratio that the Company believes are usual and customary for a securitization facility. The Company was in compliance with these covenants as of September 30, 2024. Please refer to the Credit Facility Utilization section below for liquidity information as of September 30, 2024.
Owens Corning Receivables LLC’s sole business consists of the purchase or acceptance through capital contributions of trade receivables and related rights from Owens Corning Sales, LLC and the subsequent retransfer of or granting of a security interest in such trade receivables and related rights to certain purchasers who are party to the RPA. Owens Corning Receivables LLC is a separate legal entity with its own separate creditors who will be entitled, upon its liquidation, to be satisfied out of Owens Corning Receivables LLC’s assets prior to any assets or value in Owens Corning Receivables LLC becoming available to Owens Corning Receivables LLC’s equity holders. The assets of Owens Corning Receivables LLC are not available to pay creditors of the Company or any other affiliates of the Company or Owens Corning Sales, LLC.    
On May 15, 2024, the Company initially borrowed $295 million on 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 second and third quarter to pay down portions of the 364-Day Credit Facility. As of September 30, 2024, there is no outstanding balance on the Receivables Securitization Facility. Please refer to the Credit Facility Utilization section below for liquidity information as of September 30, 2024.
364-Day Credit Facility
On March 1, 2024, the Company entered into an unsecured term loan agreement in an aggregate principal amount of $3.0 billion, which matures 364 days after the facility is initially funded with a single drawing (the “364-Day Credit Facility”).
In May 2024, to fund a portion of the purchase of Masonite, the Company borrowed $2.8 billion using Term SOFR plus a spread on the 364-Day Credit Facility. As a result of the borrowing, the Company incurred approximately $16 million of financing fees which were amortized to Interest expense, net on the Consolidated Statements of Earnings. During the second quarter, the Company completely repaid the 364-Day Credit Facility with a combination of issuance of new senior notes, borrowings on the Receivables Securitization Facility and cash on hand. Based on terms of the agreement, no further amounts can be drawn.



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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
11.    DEBT (continued)


Credit Facility Utilization

The following table shows how the Company utilized its primary sources of liquidity (in millions):
Balance at September 30, 2024
Senior Revolving Credit FacilityReceivables Securitization Facility
Facility size or borrowing limit$1,000 $300 
Collateral capacity limitation on availabilityN/A— 
Outstanding borrowings— — 
Outstanding letters of credit4 1 
Availability on facility$996 $299 
Short-Term Debt
Short-term borrowings were less than $1 million and $1 million as of September 30, 2024 and December 31, 2023, respectively. Short-term borrowings consisted of various operating lines of credit. The weighted average interest rate on all short-term borrowings was approximately 4.0% and 5.1% as of September 30, 2024 and December 31, 2023, respectively.

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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


12.    PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS
Pension Plans
The Company sponsors defined benefit pension plans. Under the plans, pension benefits are based on an employees’ years of service and, for certain categories of employees, qualifying compensation. Company contributions to these pension plans are determined by an independent actuary to meet or exceed minimum funding requirements. In our U.S. plans, the unrecognized cost of any retroactive amendments and actuarial gains and losses are amortized over the average remaining life expectancy of the inactive participants as substantially all of the plan participants are inactive. In our non-U.S. plans, the unrecognized cost of any retroactive amendments and actuarial gains and losses are amortized over the average future service period of plan participants expected to receive benefits.
The following table presents the components of net periodic pension cost (in millions):    
Three Months Ended September 30,
20242023
  
U.S.Non-U.S.TotalU.S.Non-U.S.Total
Components of Net Periodic Pension Cost
Service cost$1 $— $1 $1 $— $1 
Interest cost4 3 7 8 4 12 
Expected return on plan assets(5)(3)(8)(10)(4)(14)
Amortization of actuarial loss1 1 2 1 1 2 
Net periodic pension cost$1 $1 $2 $— $1 $1 
Nine Months Ended September 30,
20242023
  
U.S.Non-U.S.TotalU.S.Non-U.S.Total
Components of Net Periodic Pension Cost
Service cost$2 $2 $4 $2 $2 $4 
Interest cost13 10 23 24 12 36 
Expected return on plan assets(17)(10)(27)(30)(11)(41)
Amortization of actuarial loss2 3 5 4 2 6 
Net periodic pension cost$— $5 $5 $— $5 $5 
The Company expects to contribute $20 million in cash to its defined benefit pension plans during 2024. Actual contributions to the plans may change as a result of a variety of factors, including changes in laws that impact funding requirements. The Company made cash contributions of $4 million to its defined benefit pension plans during the nine months ended September 30, 2024.
Postemployment and Postretirement Benefits Other than Pensions (“OPEB”)
The Company maintains healthcare and life insurance benefit plans for certain retired employees and their dependents. The health care plans in the United States are non-funded and pay either (1) stated percentages of covered medically necessary expenses, after subtracting payments by Medicare or other providers and after stated deductibles have been met, or (2) fixed amounts of medical expense reimbursement.                                        

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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
12.    PENSION PLANS AND OTHER POSTRETIREMENT BENEFITS (continued)


The following table provides the components of net periodic postretirement benefit income for U.S. plans for the periods indicated (in millions):
  
Three Months Ended
September 30,		Nine Months Ended
September 30,
  
2024202320242023
Components of Net Periodic Postretirement Benefit Income
Service cost$— $— $— $— 
Interest cost1 1 4 4 
Amortization of actuarial gain(2)(2)(6)(6)
Net periodic postretirement benefit income
$(1)$(1)$(2)$(2)
There was no significant net periodic postretirement income attributable to non-U.S. plans.


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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)


13.    CONTINGENT LIABILITIES AND OTHER MATTERS
The Company may be involved in various legal and regulatory proceedings relating to employment, antitrust, tax, product liability, environmental, contracts, intellectual property and other matters (collectively, “Proceedings”). The Company regularly reviews the status of such Proceedings along with legal counsel. Liabilities for such Proceedings are recorded when it is probable that the liability has been incurred and when the amount of the liability can be reasonably estimated. Liabilities are adjusted when additional information becomes available. Except as set forth below under “Litigation and Regulatory Proceedings,” management believes that the amount of any reasonably possible losses in excess of any amounts accrued, if any, with respect to such Proceedings or any other known claim, including the matters described below under the caption Environmental Matters (the “Environmental Matters”), are not material to the Company’s financial statements. While the likelihood is remote, the disposition of the Proceedings and Environmental Matters could have a material impact on the results of operations, cash flows or liquidity in any given reporting period.
Litigation and Regulatory Proceedings
The Company is involved in litigation and regulatory proceedings from time to time in the regular course of its business. The Company believes that adequate provisions for resolution of all contingencies, claims and pending matters have been made for probable losses that are reasonably estimable.
During the second quarter of 2023, the Company’s subsidiary, Paroc Group OY (“Paroc”), which the Company acquired in 2018, notified the appropriate European maritime regulatory authorities that specific products in its marine insulation product line may not meet certain fire safety requirements in accordance with their certifications. Paroc voluntarily withdrew these specific products from the market, issued recalls, and suspended distribution and sales of these products (the “Recalled Products”). Paroc continues to cooperate with the applicable regulatory and government authorities and work with its customers and end-users to assist with remediation for the recall. During the first quarter of 2024, the Company discovered potential nonconformances relating to two other marine insulation product lines. In April 2024, Paroc suspended sales of these marine insulation products as a precautionary measure while it reviews the potential nonconformances, but has not issued recalls. The Company has included an estimated liability for expected future costs related to the Recalled Products on its Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023. The estimated liability is primarily based on assumptions related to the estimated costs of the remedy for the Recalled Products. At this time, we cannot estimate a range of loss for any additional costs related to the Recalled Products that exceed the current estimated liability. We reevaluate these assumptions each period, and the related liability may be adjusted when factors indicate that the liability is either not sufficient to cover or exceeds the estimated costs related to the Recalled Products. Based on the factors currently known, we believe the appropriate liability has been established at this time. It is reasonably possible that additional costs related to the Recalled Products could be incurred that exceed the estimated liability by amounts that could be material to our Consolidated Financial Statements.
As part of its review of the Paroc insulation product portfolio, the Company discovered potential nonconformances relating to certain ventilation duct and steel beam insulation products. In January and September 2024, Paroc suspended sales of the affected insulation products as a precautionary measure while it reviews the potential nonconformances, but has not issued recalls. We expect to incur costs associated with the resolution of this matter. The amount or range of any potential loss cannot be reasonably estimated at this time. The Company is continuing its review.

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



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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
13.    CONTINGENT LIABILITIES AND OTHER MATTERS (continued)

Owens Corning is involved in remedial response activities and is responsible for environmental remediation at a number of sites, including certain of its currently owned or formerly owned plants. These responsibilities arise under a number of laws, including, but not limited to, the Federal Resource Conservation and Recovery Act, and similar state or local laws pertaining to the management and remediation of hazardous materials and petroleum. The Company has also been named a potentially responsible party under the U.S. Federal Superfund law, similar state or local laws pertaining to the management and remediation of hazardous materials and petroleum. The Company became involved in these sites as a result of government action or in connection with business acquisitions. As of September 30, 2024, the Company was involved with a total of 23 sites worldwide, including 9 Superfund and state or country equivalent sites and 14 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 reasonably estimates the costs of remediation to be paid over a period of years. The Company accrues an amount on an undiscounted basis, when a liability is probable and reasonably estimable. Actual cost may differ from these estimates for the reasons mentioned above. At September 30, 2024, the Company had an accrual totaling $4 million for these costs, of which the current portion is $2 million. Changes in required remediation procedures or timing of those procedures, or discovery of contamination at additional sites, could result in material increases to the Company’s environmental obligations.
During the first quarter of 2024, the Procuraduría Federal de Protección al Ambiente (“PROFEPA”) issued a ruling to Owens Corning Mexico, S. de R.L. de C.V., a subsidiary of the Company (“OC Mexico”), citing violations of Mexico’s air emissions regulations at OC Mexico’s facility in Mexico City, Mexico and imposing monetary sanctions of approximately $1 million. OC Mexico previously performed all related corrective action and, as of the date of this report, is in compliance with applicable federal and local environmental laws. OC Mexico is in the process of appealing PROFEPA’s ruling and the resulting monetary sanctions.

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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
14.    STOCK COMPENSATION
Description of the Plan
On April 20, 2023, the Company’s stockholders approved the Owens Corning 2023 Stock Plan (the “2023 Stock Plan”), which authorizes grants of stock options, stock appreciation rights, stock awards (including restricted stock awards, restricted stock units and bonus stock awards), performance share awards and performance share units. At September 30, 2024, the number of shares remaining available under the 2023 Stock Plan for all stock awards was 3.0 million.
Prior to the 2023 Stock Plan, employees were eligible to receive stock awards under the Owens Corning 2019 Stock Plan.
Total Stock-Based Compensation Expense
Stock-based compensation expense included in Marketing and administrative expenses in the accompanying Consolidated Statements of Earnings is as follows (in millions):
Three Months Ended
September 30,		Nine Months Ended
September 30,
2024202320242023
Total stock-based compensation expense$21 $11 $74 $38 
Restricted Stock Units
The Company has granted restricted stock units (“RSUs”) under its stockholder-approved stock plans. Generally, all outstanding RSUs will fully settle in stock. Compensation expense for RSUs is measured based on the closing market price of the stock at date of grant and is recognized on a straight-line basis over the vesting period, which is typically three to four years. The 2023 Stock Plan allows alternate vesting schedules for death, disability, and retirement. The weighted-average grant date fair value of RSUs granted under the 2023 Stock Plan in 2024 was $154.60.
Masonite Equity Awards
On May 15, 2024, the Company converted outstanding Masonite stock-based incentive awards to Masonite employees at a 0.8 equity award exchange ratio. Masonite equity awards include outstanding and unvested awards of restricted stock units and performance stock units (“PRSUs”) under the Masonite International Corporation 2021 Omnibus Incentive Plan (“Masonite Stock Plan”) that were held by employees of Masonite, which were exchanged for time-vesting restricted stock units of Owens Corning RSUs in connection with the completion of the transactions contemplated by the Arrangement Agreement. The converted stock-based incentive awards include 0.2 million PRSUs and 0.3 million restricted stock units.
The equity award exchange ratio was determined by the consideration amount of $133 per share divided by the volume weighted average closing sale price of one share of Owens Corning common stock for the ten consecutive trading days ended March 15, 2024 of $174.03 per share, in accordance with the terms of the Arrangement Agreement.
In accordance with the Arrangement Agreement, the number of Masonite shares underlying the PRSUs was equal to (i) 107.33% of target for PRSUs granted in February 2022, (ii) 100% of target for PRSUs granted in August 2022 and (iii) 122% of target for PRSUs granted in February 2023.
The fair value of the Owens Corning RSUs issued for Masonite outstanding equity awards was $85 million as of the date of acquisition, of which $35 million was related to pre-combination expense and was included in the purchase price. The remaining portion of $50 million relates to post-combination expense, of which $23 million was accelerated as of September 30, 2024. As of September 30, 2024, the future unrecognized expense related to the converted outstanding RSUs was approximately $20 million which will be recognized over the remaining service period of approximately 1.78 years. Please refer to Notes 7 and 10 of the Consolidated Financial Statements for further information. Future equity-based awards to Company employees who were former Masonite employees may be granted from the remaining available shares under the Masonite Stock Plan. At September 30, 2024, the number of shares remaining available under the Masonite Stock Plan was 0.6 million shares of Owens Corning common stock.


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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
14.    STOCK COMPENSATION (continued)


The following table summarizes the Company’s RSU activity:
  
Number of RSUsWeighted-Average
Fair Value
Balance at December 31, 20231,225,668 $79.72 
Granted227,843 154.60 
Assumed (converted Masonite equity awards)488,778 174.03 
Vested(609,245)120.58 
Forfeited(36,528)119.20 
Balance at September 30, 20241,296,516 $108.12 
As of September 30, 2024, there was $65 million of total unrecognized compensation cost related to RSUs. This total includes $20 million of unrecognized compensation related to converted Masonite equity awards and $45 million related to Owens Corning Stock Plans. That cost is expected to be recognized over a weighted-average period of 1.92 years. The total grant date fair value of shares vested during the nine months ended September 30, 2024 and 2023 was $73 million and $24 million, respectively.
Performance Share Units
The Company has granted performance share units (“PSUs”) as a part of its long-term incentive plan. All outstanding PSUs will fully settle in stock. The amount of shares ultimately distributed from all PSUs is contingent on meeting internal company-based metrics or an external-based stock performance metric.
In the nine months ended September 30, 2024, the Company granted both internal company-based and external-based metric PSUs.
Internal Company-based metrics
The internal Company-based metric PSUs are based on various Company metrics and typically vest after a three-year period. The amount of stock distributed will vary from 0% to 200% of PSUs awarded depending on each award’s design and performance versus the company-based metrics.
The initial fair value for all internal company-based metric PSUs assumes that the performance goals will be achieved and is based on the grant date stock price. This assumption is monitored quarterly and if it becomes probable that such goals will not be achieved or will be exceeded, compensation expense recognized will be adjusted and previous surplus compensation expense recognized will be reversed or additional expense will be recognized. The expected term represents the period from the grant date to the end of the three-year performance period. Pro-rata vesting may be utilized in the case of death, disability or retirement and awards, if earned, will be paid at the end of the three-year period.
The following table provides a summary of the grant date fair values of the internal Company-based metric PSUs:
Nine Months Ended September 30,
20242023
Grant date fair value of units granted$147.18 $92.97 

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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
14.    STOCK COMPENSATION (continued)


External-based metrics
The external-based metric PSUs vest after a three-year period. Outstanding grants issued in or after 2018 until 2022 were based on the Company’s total stockholder return relative to the performance of the Dow Jones U.S. Construction & Materials Index. Outstanding grants issued in or after 2023 are based on the Company’s total stockholder return relative to a peer group. The amount of stock distributed will vary from 0% to 200% of PSUs awarded depending on the relative stockholder return performance. The fair value of external-based metric PSUs has been estimated at the grant date using a Monte Carlo simulation that uses various assumptions.
The following table provides a summary of the assumptions for PSUs granted in 2024 and 2023:
Nine Months Ended September 30,
20242023
Expected volatility33.88%44.66%
Risk free interest rate3.94%3.75%
Expected term (in years)2.912.91
Grant date fair value of units granted$195.95$119.33
The risk-free interest rate was based on zero-coupon United States Treasury STRIPS at the grant date. The expected term represents the period from the grant date to the end of the three-year performance period.
PSU Summary
As of September 30, 2024, there was $20 million total unrecognized compensation cost related to PSUs. That cost is expected to be recognized over a weighted-average period of 1.76 years.
The following table summarizes the Company’s PSU activity:
  
Number of PSUsWeighted-Average
Grant Date
Fair Value
Balance at December 31, 2023268,677 $100.57 
Granted95,997 161.12 
Vested(9,063)109.17 
Forfeited(16,152)105.34 
Balance at September 30, 2024339,459 $117.24 
Employee Stock Purchase Plan
The Owens Corning Employee Stock Purchase Plan (“ESPP”) is a tax-qualified plan under Section 423 of the Internal Revenue Code. The purchase price of shares purchased under the ESPP is equal to 85% of the lower of the fair market value of shares of Owens Corning common stock at the beginning or ending of the offering period, which is a six-month period ending on May 31 and November 30 of each year. On April 16, 2020, the Company’s stockholders approved the Amended and Restated Owens Corning Employee Stock Purchase Plan, which increased the number of shares available for issuance under the plan by 4.2 million shares. As of September 30, 2024, 3.1 million shares remain available for purchase.
Included in total stock-based compensation expense is $2 million and $6 million of expense related to the Company’s ESPP recognized during the three and nine months ended September 30, 2024, respectively. During the three and nine months ended September 30, 2023, the Company recognized expense of $1 million and $5 million, respectively, related to the Company’s ESPP. As of September 30, 2024, there was $1 million of total unrecognized compensation cost related to the ESPP.

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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

15.    EARNINGS PER SHARE
The following table is a reconciliation of weighted-average shares for calculating basic and diluted earnings per share (in millions, except per share amounts):
  
Three Months Ended
September 30,		Nine Months Ended
September 30,
  
2024202320242023
Net earnings attributable to Owens Corning
$321 $337 $905 $1,065 
Weighted-average number of shares outstanding used for basic earnings per share
87.0 90.0 87.2 90.6 
Non-vested restricted stock units and performance share units0.9 0.9 0.8 0.9 
Weighted-average number of shares outstanding and common equivalent shares used for diluted earnings per share
87.9 90.9 88.0 91.5 
Earnings per common share attributable to Owens Corning common stockholders:
Basic$3.69 $3.74 $10.38 $11.75 
Diluted$3.65 $3.71 $10.28 $11.64 
For the three and nine months ended September 30, 2024 and September 30, 2023, there were no non-vested RSUs or PSUs that had an anti-dilutive effect on earnings per share.
On December 1, 2022, the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to 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 2.1 million shares of its common stock for $332 million, inclusive of applicable taxes, during the nine months ended September 30, 2024, under the Repurchase Authorization. As of September 30, 2024, 6.9 million shares remain available for repurchase under the Repurchase Authorization.
The Company repurchased 3.6 million shares of its common stock for $391 million, inclusive of applicable taxes, during the nine months ended September 30, 2023.


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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)

16.    INCOME TAXES
The following table provides the Income tax expense (in millions) and effective tax rate for the periods indicated:
  
Three Months Ended September 30,Nine Months Ended September 30,
  
2024202320242023
Income tax expense$120 $110 $318 $361 
Effective tax rate27 %25 %26 %25 %
The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three and nine months ended September 30, 2024 is primarily due to U.S. state and local income tax expense, foreign rate differential and U.S. federal taxes on foreign earnings.
The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended September 30, 2023 is primarily due to U.S. state and local income tax expense, offset slightly by U.S. federal taxes on foreign earnings and U.S. federal income tax credits. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the nine months ended September 30, 2023 is primarily due to U.S. state and local income tax expense and foreign rate differential.
The Company continues to assert indefinite reinvestment in accordance with ASC 740 based on the laws as of enactment of the tax legislation.

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OWENS CORNING AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
(unaudited)
17.    CHANGES IN ACCUMULATED OTHER COMPREHENSIVE DEFICIT
The following table summarizes the changes in accumulated other comprehensive income (deficit) (in millions):
Three Months Ended
September 30,		Nine Months Ended
September 30,
  
  
2024202320242023
Currency Translation Adjustment
Beginning balance$(421)$(339)$(318)$(380)
Gain (loss) on foreign currency translation69 (73)(34)(32)
Other comprehensive income (loss), net of tax69 (73)(34)(32)
Ending balance$(352)$(412)$(352)$(412)
Pension and Other Postretirement Adjustment
Beginning balance$(197)$(304)$(196)$(301)
Amounts reclassified from AOCI to net earnings, net of tax (a)— — (1)— 
Amounts classified into AOCI, net of tax(4)2 (4)(1)
Other comprehensive (loss) income, net of tax(4)2 (5)(1)
Ending balance$(201)$(302)$(201)$(302)
Hedging Adjustment
Beginning balance$21 $6 $11 $— 
Amounts reclassified from AOCI to net earnings, net of tax (b)2 8 12 32 
Amounts classified into AOCI, net of tax(1)(3)(1)(21)
Other comprehensive income, net of tax1 5 11 11 
Ending balance$22 $11 $22 $11 
Total AOCI ending balance$(531)$(703)$(531)$(703)
(a)These AOCI components are included in the computation of total Pension and Other postretirement expense and are recorded in Non-operating income. See Note 12 for additional information.
(b)Amounts reclassified from (loss) gain on cash flow hedges are reclassified from AOCI to income when the hedged item affects earnings and is recognized in Cost of sales or Interest expense, net depending on the hedged item. See Note 4 for additional information.
18.    SUBSEQUENT EVENTS
On November 4, 2024, the Company entered into an agreement to sell its building materials business in China and Korea to a member of the business’s management team. The transaction includes six insulation manufacturing facilities in China and a roofing manufacturing facility in Korea. The building materials business, within the Insulation segment, represents annual revenues of approximately $130 million. The transaction is expected to close mid-2025 and result in a loss that cannot be estimated at this time.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis (“MD&A”) is intended to help investors understand Owens Corning, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes thereto contained in this report. Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning and its subsidiaries.
GENERAL
Owens Corning is a residential and commercial building products leader committed to building a sustainable future through material innovation. The Company has four reporting segments: Roofing, Insulation, Doors and Composites. Through these lines of business, the Company manufactures and sells products worldwide. We are a market leader in many of our major product categories.
EXECUTIVE OVERVIEW
Net earnings attributable to Owens Corning were $321 million in the third quarter of 2024, compared to $337 million in the same period of 2023. The Company generated $582 million in adjusted earnings before interest and taxes (“Adjusted EBIT”) for the third quarter of 2024, compared to $518 million in the same period of 2023. See the Adjusted Earnings Before Interest and Taxes paragraph of the MD&A for further information regarding Adjusted EBIT, including the reconciliation to net earnings attributable to Owens Corning. Third quarter of 2024 earnings before interest and taxes (“EBIT”) performance compared to the same period of 2023 increased $16 million and $33 million in our Roofing and Insulation segments, respectively, and decreased $19 million in our Composites segment. Third quarter of 2024 EBIT for our Doors segment was $36 million. Within our Corporate, Other and Eliminations category, General corporate expense and other increased by $2 million.
Cash and cash equivalents were $499 million as of September 30, 2024, compared to $1,323 million as of September 30, 2023. In the nine months ended September 30, 2024, the Company’s operating activities provided $1,216 million of cash, compared to providing $1,021 million of cash in the same period in 2023. In the nine months ended September 30, 2024, the Company’s investing activities used $3,193 million of cash, compared to using $219 million of cash in the same period in 2023.
On May 15, 2024, the Company acquired all of the outstanding shares of Masonite International Corporation (“Masonite”), a leading global designer, manufacturer, marketer and distributor of interior and exterior doors and door systems, for $3.2 billion. The acquisition was funded primarily with debt proceeds from the 364-Day Credit Facility (as defined below) of $2.8 billion and cash on hand. The acquisition of Masonite's market-leading doors business creates a new growth platform for the Company, strengthening the Company's position in building and construction and expanding its offering of branded residential building products. Masonite's operating results and preliminary purchase price allocation have been included in the Company's newly established Doors reportable segment from May 15, 2024, within the Consolidated Financial Statements. Masonite contributed revenues of $573 million and $884 million and EBIT of $36 million and $70 million to the Company for the three and nine months ended September 30, 2024, respectively.
On March 1, 2024, the Company entered into a term loan agreement in an aggregate principal amount of $3.0 billion (the “364-Day Credit Facility”). In May 2024, to fund a portion of the purchase of Masonite, the Company borrowed $2.8 billion using Term SOFR plus a spread on the 364-Day Credit Facility. As a result of the borrowing, the Company incurred approximately $16 million of financing fees which were amortized to Interest expense, net on the Consolidated Statements of Earnings. During the quarter, the Company completely repaid the 364-Day Credit Facility with a combination of issuance of new senior notes, borrowings on the receivables securitization and cash on hand. Based on terms of the agreement, no further amounts can be drawn.
On May 15, 2024, the Company initially borrowed $295 million under the receivables securitization facility (“Receivables Securitization Facility”) which was used to pay down a portion of the 364-Day Credit Facility. Subsequent to the May 15, 2024 borrowing, the Company repaid and re-borrowed on the Receivables Securitization Facility throughout the second and third quarter of 2024 to pay down portions of the 364-Day Credit facility. As of September 30, 2024, there is no outstanding balance on the Receivables Securitization Facility.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
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 purchase of Masonite in the second quarter of 2024 and to pay related fees and expenses.
On May 1, 2024, in connection with the acquisition of Masonite, we commenced an offer to exchange (the “Exchange Offer”) any and all of Masonite’s outstanding 3.50% Senior Notes due 2030 (the “Masonite 2030 notes”) for new 3.50% Senior Notes due 2030 of Owens Corning (the “Owens Corning 2030 notes”). On May 22, 2024, 99.51% of the outstanding Masonite 2030 notes were exchanged and we issued $373 million of aggregate principal amount of Owens Corning 2030 notes. Following the settlement of the Exchange Offer, approximately $2 million of the Masonite 2030 notes that were not exchanged remain outstanding, which has been recorded on the Consolidated Balance Sheets.
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.
On February 9, 2024, the Company announced the decision to review strategic alternatives for its global glass reinforcements (“GR”) business, consistent with our strategy to focus on building and construction materials. The GR business, which operates within our Composites segment, supplies a wide variety of glass fiber products for applications in wind energy, infrastructure, industrial, transportation, and consumer markets. The GR business generates annual revenues of approximately $1.3 billion. While a range of options are under consideration, including a potential sale, spin-off or other strategic option, there can be no assurance that the strategic review will result in any transaction or other outcome. During the first nine months of 2024, the Company incurred $33 million of costs related to this review.
During the second quarter of 2023, the Company’s subsidiary, Paroc Group OY (“Paroc”), which the Company acquired in 2018, notified the appropriate European maritime regulatory authorities that specific products in its marine insulation product line may not meet certain fire safety requirements in accordance with their certifications. Paroc voluntarily withdrew these specific products from the market, issued recalls, and suspended distribution and sales of these products (the “Recalled Products”). Paroc continues to cooperate with the applicable regulatory and government authorities and work with its customers and end-users to assist with remediation for the recall. During the first quarter of 2024, the Company discovered potential nonconformances relating to two other marine insulation product lines. In April 2024, Paroc suspended sales of these marine insulation products as a precautionary measure while it reviews the potential nonconformances, but has not issued recalls. The Company has included an estimated liability for expected future costs related to the Recalled Products on its Consolidated Balance Sheets as of September 30, 2024 and December 31, 2023.
As part of its review of the Paroc insulation product portfolio, the Company discovered potential nonconformances relating to certain ventilation duct and steel beam insulation products. In January and September 2024, Paroc suspended sales of the affected insulation products as a precautionary measure while it reviews the potential nonconformances, but has not issued recalls. We expect to incur costs associated with the resolution of this matter. The amount or range of any potential loss cannot be reasonably estimated at this time. The Company is continuing its review.
On December 1, 2022, the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to an aggregate of 10 million shares of the Company’s outstanding common stock (the “Repurchase Authorization”). The Repurchase Authorization enables the Company to repurchase shares through the open market, privately negotiated, or other transactions. The actual number of shares repurchased will depend on timing, market conditions and other factors and will be at the Company’s discretion. The Company repurchased 1.2 million shares of its common stock for $202 million, inclusive of applicable taxes, in the third quarter of 2024 under the Repurchase Authorization. As of September 30, 2024, 6.9 million shares remained available for repurchase under the Repurchase Authorization.



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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
RESULTS OF OPERATIONS
Consolidated Results (in millions)
  
Three Months Ended
September 30,		Nine Months Ended
September 30,
  
2024202320242023
Net sales$3,046 $2,479 $8,135 $7,373 
Gross margin$908 $727 $2,455 $2,068 
% of net sales30 %29 %30 %28 %
Marketing and administrative expenses$279 $201 $740 $612 
Gain on sale of site$— $— $— $(189)
Other expense, net$84 $35 $245 $77 
Earnings before interest and taxes$509 $463 $1,370 $1,484 
Interest expense, net$70 $17 $151 $62 
Income tax expense$120 $110 $318 $361 
Net earnings attributable to Owens Corning
$321 $337 $905 $1,065 
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
In the third quarter and year-to-date 2024, net sales increased $567 million and increased $762 million, respectively, compared to the same periods in 2023. For the third quarter and year-to-date 2024, the increase in net sales was primarily driven by the revenues from our Doors segment as a result of the Masonite acquisition, higher selling prices and favorable product mix, which was partially offset by lower sales volumes.
GROSS MARGIN
In the third quarter and year-to-date 2024, gross margin increased $181 million and increased $387 million, respectively, compared to the same periods in 2023. For the third quarter and year to date 2024, the increase was primarily driven by the margins from our Doors segment as a result of the Masonite acquisition. Also contributing to the increase were higher selling prices, slightly offset by lower sales volumes.
MARKETING AND ADMINISTRATIVE EXPENSES
In the third quarter and year-to-date 2024, marketing and administrative expenses increased $78 million and increased $128 million, respectively, compared to the same periods in 2023. For the third quarter and year-to-date 2024, the increase was primarily driven by the addition of the Doors segment selling, general and administrative expenses and ongoing inflationary pressures throughout the organization.
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.
OTHER EXPENSE, NET
In the third quarter and year-to-date 2024, other expenses increased $49 million and increased $168 million, respectively, compared to the same periods in 2023. For the third quarter and year-to-date 2024, the increase was primarily driven by higher acquisition and strategic review-related costs which were slightly offset by higher gains on the sale of precious metals.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
INTEREST EXPENSE, NET
In the third quarter and year-to-date 2024, interest expense, net, increased $53 million and increased $89 million, respectively, compared to the same periods in 2023. For the third quarter, the increase was driven by interest on the higher long-term debt balances in connection with the Masonite acquisition and lower interest income. For year-to-date, the increase was driven by higher interest on the 364-Day Credit Facility and higher long-term debt balances in connection with the Masonite acquisition.
INCOME TAX EXPENSE
Income tax expense for the three and nine months ended September 30, 2024 was $120 million and $318 million, respectively. For the third quarter of 2024 and the nine months ended September 30, 2024, the Company’s effective tax rate was 27% and 26%, respectively. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three and nine months ended September 30, 2024 is primarily due to U.S. state and local income tax expense, foreign rate differential and U.S. federal taxes on foreign earnings.

The realization of deferred tax assets depends on achieving a certain minimum level of future taxable income. Management currently believes that it is not reasonably possible that the minimum level of taxable income will be met within the next 12 months to reduce the valuation allowances of certain foreign jurisdictions.
Income tax expense for the three and nine months ended September 30, 2023 was $110 million and $361 million, respectively. For the third quarter of 2023 and the nine months ended September 30, 2023, the Company's effective tax rate was 25%. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the three months ended September 30, 2023 is primarily due to U.S. state and local income tax expense, offset slightly by U.S. federal taxes on foreign earnings and U.S. federal income tax credits. The difference between the effective tax rate and the U.S. federal statutory tax rate of 21% for the nine months ended September 30, 2023 is primarily due to U.S. state and local income tax expense and foreign rate differential.
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 global cost reduction, product line and productivity initiatives and growth strategy. These costs are recorded within Corporate, Other and Eliminations. Please refer to Note 10 of the Consolidated Financial Statements for further information on the nature of these costs.                        
The following table presents the impact and respective location of these income (expense) items on the Consolidated Statements of Earnings (in millions):
  
Three Months Ended September 30,Nine Months Ended September 30,
Location2024202320242023
Restructuring costsCost of sales$(2)$(30)$(14)$(61)
Restructuring costsMarketing and administrative expenses— — (1)(1)
SeveranceOther expense, net1 — (47)(25)
Other exit costsOther expense, net— (11)— (19)
Gain on sale of Santa Clara, California siteGain on sale of site— — — 189 
Acquisition-related transaction costsOther expense, net(2)— (49)— 
Acquisition-related integration costsOther expense, net(53)— (74)— 
Total restructuring, acquisition and divestiture-related (costs) gains$(56)$(41)$(185)$83 




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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Adjusted Earnings Before Interest and Taxes
Adjusted EBIT is a non-GAAP measure that excludes certain items that management does not allocate to our segment results because it believes they are not representative of the Company’s ongoing operations. Adjusted EBIT is used internally by the Company for various purposes, including reporting results of operations to the Board of Directors of the Company, analysis of performance and related employee compensation measures. Although management believes that these adjustments result in a measure that provides a useful representation of our operational performance, the adjusted measure should not be considered in isolation or as a substitute for Net earnings attributable to Owens Corning as prepared in accordance with accounting principles generally accepted in the United States.
Adjusting income (expense) items to EBIT are shown in the table below (in millions):
  
Three Months Ended
September 30,		Nine Months Ended
September 30,
  2024202320242023
Restructuring costs$(1)$(41)$(62)$(106)
Gain on sale of Santa Clara, California site— — — 189 
Gains on sale of certain precious metals19 — 19 2 
Strategic review-related charges(16)— (33)— 
Paroc marine recall(1)(14)(8)(14)
Acquisition-related transaction costs(2)— (49)— 
Acquisition-related integration costs(53)— (74)— 
Impairment of venture investment(13)— (13)— 
Recognition of acquisition inventory fair value step-up(6)— (18)— 
Total adjusting items$(73)$(55)$(238)$71 
The reconciliation from Net earnings attributable to Owens Corning to Adjusted EBIT is shown in the table below (in millions):
  
Three Months Ended
September 30,		Nine Months Ended September 30,
  
2024202320242023
NET EARNINGS ATTRIBUTABLE TO OWENS CORNING
$321 $337 $905 $1,065 
Net loss attributable to non-redeemable and redeemable noncontrolling interests— — — (2)
NET EARNINGS321 337 905 1,063 
Equity in net earnings of affiliates2 1 4 2 
Income tax expense120 110 318 361 
EARNINGS BEFORE TAXES439 446 1,219 1,422 
Interest expense, net70 17 151 62 
EARNINGS BEFORE INTEREST AND TAXES509 463 1,370 1,484 
Less: Adjusting items from above(73)(55)(238)71 
ADJUSTED EBIT$582 $518 $1,608 $1,413 






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ITEM 2.    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.
Earnings before interest, taxes, depreciation and amortization (“EBITDA”) by segment is a non-GAAP measure that consists of EBIT plus depreciation and amortization. Segment EBITDA is used internally by the Company for analysis of performance.
Roofing
The table below provides a summary of net sales, EBIT, depreciation and amortization expense and EBITDA for the Roofing segment (in millions):
  Three Months Ended
September 30,		Nine Months Ended
September 30,
  2024202320242023
Net sales$1,078 $1,084 $3,140 $3,102 
% change from prior year-1 %8 %1 %8 %
EBIT$359 $343 $1,018 $890 
EBIT as a % of net sales33 %32 %32 %29 %
Depreciation and amortization expense$16 $16 $46 $48 
EBITDA$375 $359 $1,064 $938 
EBITDA as a % of net sales35 %33 %34 %30 %
NET SALES
In our Roofing segment, net sales in the third quarter of 2024 decreased $6 million compared to the same period in 2023 due to lower sales volumes of approximately 7% which more than offset higher selling prices of $42 million and favorable product mix.
For year-to-date 2024, net sales in our Roofing segment increased $38 million compared to the same period in 2023. Lower sales volumes of approximately 6% were more than offset by higher selling prices of $129 million and favorable product mix.
EBIT
In our Roofing segment, EBIT in the third quarter of 2024 increased $16 million compared to the same period in 2023 due to higher selling prices of $42 million and favorable product mix which were slightly offset by lower sales volumes and $9 million of higher manufacturing costs. Favorable delivery of $5 million was more than offset by input cost inflation.
For year-to-date 2024, EBIT in our Roofing segment increased $128 million compared to the same period in 2023 due to higher selling prices of $129 million, favorable product mix and $15 million of lower manufacturing costs, which were slightly offset by lower sales volumes. Favorable delivery of $15 million was more than offset by input cost inflation.
OUTLOOK
In our Roofing segment, the Company expects residential repair and remodeling activity to remain solid. Other uncertainties that may impact Roofing demand include demand from storms and other weather-related events, competitive pricing pressure and the cost and availability of raw materials, particularly asphalt. The Company will continue to focus on managing costs, capital expenditures and working capital to best service the market demand.




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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Insulation
The table below provides a summary of net sales, EBIT, depreciation and amortization expense and EBITDA for the Insulation segment (in millions):
  Three Months Ended
September 30,		Nine Months Ended
September 30,
  2024202320242023
Net sales$946 $913 $2,766 $2,737 
% change from prior year4 %-5 %1 %-1 %
EBIT$183 $150 $527 $469 
EBIT as a % of net sales19 %16 %19 %17 %
Depreciation and amortization expense$52 $51 $154 $159 
EBITDA$235 $201 $681 $628 
EBITDA as a % of net sales25 %22 %25 %23 %
NET SALES
In our Insulation segment, net sales in the third quarter of 2024 increased $33 million compared to the same period in 2023. The increase was driven primarily by higher selling prices of $29 million and favorable product mix, slightly offset by unfavorable customer mix.
For year-to-date 2024, net sales in our Insulation segment increased $29 million compared to the same period in 2023. The increase was driven primarily by higher selling prices of $53 million and favorable product mix partially offset by lower sales volumes of approximately 2%.
EBIT
In our Insulation segment, EBIT in the third quarter of 2024 increased $33 million compared to the same period in 2023 primarily driven by higher selling prices of $29 million. Higher manufacturing costs of $7 million were more than offset by lower production downtime of $6 million and lower start-up costs, while favorable delivery of $8 million more than offset higher operating expenses.
For the year-to-date 2024, EBIT in our Insulation segment increased $58 million compared to the same period in 2023. The increase was driven by higher selling prices of $53 million, favorable delivery of $25 million, and lower start-up costs which more than offset higher manufacturing costs of $16 million, higher operating expenses, inclusive of incremental costs associated with evaluating manufacturing investments, and lower sales volumes. The remaining variance was driven by favorable product mix which more than offset unfavorable customer mix.
OUTLOOK
The outlook for Insulation demand is driven by North American new residential construction and remodeling and repair activity, as well as commercial and industrial construction activity in the United States, Canada, Europe, Asia-Pacific and Latin America. Demand in commercial and industrial insulation markets is most closely correlated to industrial production growth and overall economic activity in the global markets we serve. Demand for residential insulation is most closely correlated to U.S. housing starts.
During the third quarter of 2024, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was approximately 1.326 million, down from an annual average of approximately 1.359 million starts in the third quarter of 2023.
The Company expects the new residential construction market in North America to be temporarily challenged as the market starts to return to a more normal seasonal pattern, while the North America commercial and industrial construction markets are expected to remain stable. However, due to a period of slow economic growth, the global commercial and industrial construction markets are expected to remain soft temporarily. The Company continues to concentrate on managing costs, capital expenditures and working capital as we evaluate options to expand capacity within our existing manufacturing network.


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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Doors
The table below provides a summary of net sales, EBIT, depreciation and amortization expense and EBITDA for the Doors segment (in millions):
  
Three Months Ended
September 30,		Nine Months Ended
September 30,
  
2024202320242023
Net sales$573 $— $884 $— 
% change from prior yearN/AN/AN/AN/A
EBIT$36 $— $70 $— 
EBIT as a % of net sales6 %N/A8 %N/A
Depreciation and amortization expense$53 $— $80 $— 
EBITDA$89 N/A$150 N/A
EBITDA as a % of net sales16 %N/A17 %N/A
NET SALES
In our new Doors segment, net sales in the third quarter and year-to-date of 2024 were $573 million and $884 million, respectively, due to the acquisition of Masonite, which was completed on May 15, 2024.
EBIT
In our newly acquired Doors segment, EBIT in the third quarter and year-to-date 2024 were $36 million and $70 million, respectively, due to the acquisition of Masonite, which was completed on May 15, 2024.
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.


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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Composites
The table below provides a summary of net sales, EBIT, depreciation and amortization expense and EBITDA for the Composites segment (in millions):
  
Three Months Ended
September 30,		Nine Months Ended
September 30,
  
2024202320242023
Net sales$534 $567 $1,603 $1,772 
% change from prior year-6 %-11 %-10 %-14 %
EBIT$61 $80 $168 $216 
EBIT as a % of net sales11 %14 %10 %12 %
Depreciation and amortization expense$46 $43 $135 $130 
EBITDA$107 $123 $303 $346 
EBITDA as a % of net sales20 %22 %19 %20 %
NET SALES
In our Composites segment, net sales in the third quarter of 2024 decreased $33 million compared to the same period in 2023. The decrease was driven primarily by lower selling prices of $20 million and lower sales volumes of approximately 1%. The remaining variance was driven by unfavorable customer mix which more than offset favorable product mix.
For year-to-date 2024, net sales in our Composites segment decreased $169 million compared to the same period in 2023. The decrease was driven primarily by lower sales volumes of approximately 4% and lower selling prices of $68 million. The remaining variance was driven by unfavorable customer mix which more than offset favorable product mix, and $5 million of unfavorable impact of translating sales denominated in foreign currencies into United States dollars.
EBIT
In our Composites segment, EBIT in the third quarter of 2024 decreased $19 million compared to the same period in 2023 primarily driven by lower selling prices of $20 million. Higher start-up costs of $11 million and unfavorable customer mix more than offset lower manufacturing costs of $14 million.
For the year-to-date 2024, EBIT in our Composites segment decreased $48 million compared to the same period in 2023. Lower selling prices of $68 million, higher production downtime of $26 million, higher start-up costs of $22 million and unfavorable customer mix more than offset lower manufacturing costs of $65 million and $26 million of favorable delivery and input costs. The remaining variance was driven by lower sales volumes and the unfavorable impact of translating sales denominated in foreign currencies into United States dollars.
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.                    







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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Corporate, Other and Eliminations
The table below provides a summary of EBIT and depreciation and amortization expense for the Corporate, Other and Eliminations category (in millions):
  
Three Months Ended
September 30,		Nine Months Ended
September 30,
  2024202320242023
Restructuring costs$(1)$(41)$(62)$(106)
Gain on sale of Santa Clara, California site— — — 189 
Gains on sale of certain precious metals19 — 19 2 
Impairment of venture investment(13)— (13)— 
Strategic review-related charges(16)— (33)— 
Paroc marine recall(1)(14)(8)(14)
Acquisition-related transaction costs(2)— (49)— 
Acquisition-related integration costs(53)— (74)— 
Recognition of acquisition inventory fair value step-up(6)(18)— 
General corporate expense and other(57)(55)(175)(162)
EBIT$(130)$(110)$(413)$(91)
Depreciation and amortization$18 $50 $68 $109 
EBIT
In Corporate, Other and Eliminations, EBIT expenses for the third quarter of 2024 were higher by $20 million compared to the same period in 2023, primarily driven by higher acquisition-related and strategic review-related costs, partially offset by gains on sales of precious metals and lower year over year restructuring charges. For year-to-date 2024, EBIT expenses in Corporate, Other and Eliminations were higher by $322 million primarily driven by the prior-year pre-tax gain on the Santa Clara, California site, as well as higher acquisition-related and strategic review-related costs.
General corporate expense and other for the third quarter of 2024 were higher by $2 million compared to the same period in 2023.
For year-to-date, general corporate expense and other were higher by $13 million compared to the same period in 2023.                     
OUTLOOK
In 2024, we estimate general corporate expenses to be approximately $250 million.
LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS
Liquidity
The Company’s primary sources of liquidity are its balance of Cash and cash equivalents of $499 million as of September 30, 2024, its Senior Revolving Credit Facility (as defined below) and its Receivables Securitization Facility.
The Company has a $1.0 billion senior revolving credit facility (the “Senior Revolving Credit Facility”) that has been amended from time to time. The Senior Revolving Credit Facility was most recently amended in March 2024 to increase the borrowing limit from $800 million to $1.0 billion and extend the maturity date to March 2029. No other significant terms impacting liquidity were amended.
The Company has a $300 million Receivables Securitization Facility that has been amended from time to time. The Receivables Securitization Facility was most recently amended in March 2024 to increase the borrowing limit from $280 million to $300 million and extend the maturity date to February 2025. No other significant terms impacting liquidity were amended.    

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
The following table shows how the Company utilized its primary sources of liquidity (in millions):
Balance at September 30, 2024
Senior Revolving Credit FacilityReceivables Securitization Facility
Facility size or borrowing limit$1,000 $300 
Collateral capacity limitation on availability N/A— 
Outstanding borrowings— — 
Outstanding letters of credit4 1 
Availability on facility$996 $299 
The Receivables Securitization Facility and Senior Revolving Credit Facility mature in February 2025 and March 2029, respectively. The agreements governing our Senior Revolving Credit Facility and Receivables Securitization Facility contain various covenants that we believe are usual and customary. These covenants include a maximum allowed leverage ratio. We were in compliance with these covenants as of September 30, 2024.
As of September 30, 2024, the Company had $5.5 billion of total debt. The Company's current portion of long-term debt includes $400 million of 4.200% senior notes due in the fourth quarter of 2024.
In the second quarter of 2024, the Company borrowed $2.8 billion using Term SOFR plus a spread on the 364-Day Credit Facility to fund a portion of the purchase of Masonite. As a result of the borrowing, the Company incurred approximately $16 million of financing fees which were amortized to Interest expense, net on the Consolidated Statements of Earnings. During the second quarter, the Company completely repaid the 364-Day Credit Facility with a combination of issuance of new senior notes, borrowings on the Receivables Securitization Facility and cash on hand. Based on terms of the agreement, no further amounts can be drawn.
On April 15, 2024, in connection with the acquisition of Masonite, we commenced the Tender Offer to purchase any and all of Masonite's outstanding 5.375% Senior Notes due 2028 (the “Masonite 2028 notes”) with an aggregate value of $501 million. On May 13, 2024, 94.25% of the outstanding Masonite 2028 notes were validly tendered, with Owens Corning making a cash payment on May 16, 2024 of approximately $480 million, inclusive of $7 million of interest and $1 million premium on tender. Following the settlement of the Tender Offer, approximately $29 million of the Masonite 2028 notes that were not tendered remain outstanding, which has been recorded on the Consolidated Balance Sheets. Interest on the Masonite 2028 notes is payable semiannually in arrears on February 1 and August 1 each year.
On May 1, 2024, in connection with the acquisition of Masonite, we commenced the Exchange Offer, exchanging any and all of Masonite’s outstanding 3.50% Senior Notes due 2030 for new 3.50% Senior Notes due 2030 of Owens Corning. 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.
The Company issued $500 million of 2027 senior notes with an annual interest rate of 5.500%, $800 million of 2034 senior notes with an annual interest rate of 5.700% and $700 million of 2054 senior notes with an annual interest rate of 5.950% on May 31, 2024. These senior notes are net of discounts and issuance costs of $4 million, $11 million and $17 million, respectively. The proceeds from these notes were used to repay a portion of the outstanding borrowings under the 364-Day Credit Facility that was used to fund a portion of the purchase of Masonite in the second quarter of 2024 and to pay related fees and expenses.
Cash and cash equivalents held by foreign subsidiaries may be subject to foreign withholding taxes upon repatriation to the U.S. As of September 30, 2024, and December 31, 2023, the Company had $129 million and $114 million, respectively, in cash and cash equivalents in certain of our foreign subsidiaries. The Company continues to assert indefinite reinvestment in accordance with Accounting Standards Codification (“ASC”) 740 based on the laws as of enactment of the tax legislation.


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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
As a holding company, we have no operations of our own and most of our assets are held by our direct and indirect subsidiaries. Dividends and other payments or distributions from our subsidiaries will be used to meet our debt service and other obligations and to enable us to pay dividends to our stockholders. Please refer to the Risk Factors disclosed in Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “2023 Form 10-K”) for details on the factors that could inhibit our subsidiaries’ ability to pay dividends or make other distributions to the parent company.
Material Cash Requirements
Our anticipated uses of cash include capital expenditures, working capital needs, share repurchases, meeting financial obligations, payments of any dividends authorized by our Board of Directors, acquisitions, restructuring actions and pension contributions. We expect that our cash on hand, coupled with future cash flows from operations and other available sources of liquidity, including our Senior Revolving Credit Facility and our Receivables Securitization Facility, will provide ample liquidity to enable us to meet our cash requirements.
Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our 2023 Form 10-K for more details on these material cash requirements. During the third quarter of 2024, there have been no material changes to our expected uses of cash and contractual obligations.
Supplier Finance Programs
We review supplier terms and conditions on an ongoing basis, and have negotiated payment terms extensions in recent years in connection with our efforts to reduce working capital and improve cash flow. Separate from those terms extension actions, certain of our subsidiaries have entered into paying agency agreements with third-party administrators. These voluntary supply chain finance programs (collectively, the “Programs”) generally give participating suppliers the ability to sell, or otherwise pledge as collateral, their receivables from the Company to the participating financial institutions, at the sole discretion of both the suppliers and financial institutions. The Company is not a party to the arrangements between the suppliers and the financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. The Company’s payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. One of the Programs includes a parent guarantee to the participating financial institution for a certain U.S. subsidiary that, at the time of the respective program’s inception in 2015, was a guarantor subsidiary of the Company’s credit agreement. The obligations are presented as Accounts payable within Total current liabilities on the Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flow.
The desire of suppliers and financial institutions to participate in the Programs could be negatively impacted by, among other factors, the availability of capital committed by the participating financial institutions, the cost and availability of our suppliers’ capital, a credit rating downgrade or deteriorating financial performance of the Company or its participating subsidiaries, or other changes in financial markets beyond our control. We do not expect these risks, or potential long-term growth of our Programs, to materially affect our overall financial condition, as we expect a significant portion of our payments to continue to be made outside of the Programs. Accordingly, we do not believe the Programs have materially impacted our current period liquidity, and do not believe that the Programs are reasonably likely to materially affect liquidity in the future.
Please refer to the Supplier Finance Programs section in Note 1 of the Consolidated Financial Statements for a description of outstanding obligations and payments under the supplier finance programs.


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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Cash Flows
The following table presents a summary of our cash balance, cash flows, and availability on credit facilities (in millions):
  
Nine Months Ended
September 30,
  
20242023
Cash and cash equivalents$499 $1,323 
Net cash flow provided by operating activities1,216 1,021 
Net cash flow used for investing activities(3,193)(219)
Net cash flow provided by (used for) financing activities901 (585)
Availability on the Senior Revolving Credit Facility996 796 
Availability on the Receivables Securitization Facility299 279 
Operating activities: Net cash flow provided by operating activities increased by $195 million for the nine months ended September 30, 2024 compared to the same period in 2023. The increase in cash provided by operating activities was primarily due to lower decreases in accounts payable and higher decreases in inventory when compared to the same period in 2023. These were slightly offset by lower decreases in accounts receivable during the period.
Investing activities: Net cash flow used for investing activities increased by $3.0 billion for the nine months ended September 30, 2024 compared to the same period in 2023. The increase was primarily driven by the Masonite acquisition and lower proceeds from sale of assets in 2024 due to the Q1 2023 sale of the Santa Clara site.
Financing activities: Net cash flow provided by financing activities increased by $1.5 billion for the nine months ended September 30, 2024 compared to the same period in 2023. The increase was primarily driven by net proceeds from long-term debt related to the Masonite acquisition, as well as lower treasury stock repurchases. These were slightly offset by payments related to the Tender Offer to purchase Masonite senior notes.
Derivatives
Please refer to Note 4 of the Consolidated Financial Statements.
Fair Value Measurement
Please refer to Notes 4, 7, 11, and 12 of the Consolidated Financial Statements.
SAFETY
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. One of our primary safety measures is the Recordable Incident Rate (“RIR”) as defined by the United States Bureau of Labor Statistics. For the three months ended September 30, 2024, our RIR excluding the impact from our Doors segment as a result of the Masonite acquisition, was 0.58, compared to 0.66 as reported in the same period a year ago. For the nine months ended September 30, 2024, our RIR excluding the impact from our Doors segment as a result of the Masonite acquisition, was 0.47 compared to 0.65 as reported in the same period a year ago.
ACCOUNTING PRONOUNCEMENTS
Please refer to Note 1 of the Consolidated Financial Statements.




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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
CRITICAL ACCOUNTING ESTIMATES
Goodwill Impairment Indicator Assessment
The Company tests goodwill for impairment during the fourth quarter of each year, or more frequently should circumstances change or events occur that would more likely than not reduce the fair value of a reporting unit below its carrying value.
During the third quarter of 2024, the Company performed its quarterly assessment to identify potential indicators of impairment for each of its reporting units. Among qualitative and quantitative factors considered, management reviewed key assumptions and information, including updated macroeconomic indicators that impact the markets we serve, and financial forecast information for each reporting unit. The annual impairment tests performed in the fourth quarter of 2023 indicated that the business enterprise value of the Composites reporting unit exceeded its carrying value by approximately 5%. Given this narrow cushion of Composites reporting unit fair value in excess of carrying value and the ongoing strategic review of the glass reinforcements business, the Company performed an interim goodwill impairment test as of September 30, 2024 for the Composites reporting unit.
As a result of this test, we determined that no impairment existed for the reporting unit. Testing indicated that the business enterprise value for the Composites reporting unit exceeded its carrying value by less than 10%. There is 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 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 discount rate, the long-term growth rate and profitability of the reporting unit. If all other assumptions remain constant, a 50 basis point increase in the selected discount rate of 10% would decrease the fair value of the Composites reporting unit by approximately 3%, 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 2%, and a 50 basis point decrease in forecasted annual EBIT margins would decrease the fair value of Composites by approximately 2%.
The following table summarizes the segment allocation of recorded goodwill on our Consolidated Balance Sheet as of September 30, 2024 (in millions):
SegmentSeptember 30, 2024Percent of Total
Roofing$396 14 %
Insulation573 20 %
Doors1,473 51 %
Composites425 15 %
Total goodwill$2,867 100 %











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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Indefinite-lived Intangible Asset Impairment Indicator Assessment
During the first three quarters of 2024, the Company performed its quarterly assessment to identify any potential impairment indicators for each of its indefinite-lived intangible assets. Among qualitative and quantitative factors considered, management reviewed key assumptions and information, including updated macroeconomic indicators that impact the markets we serve and financial forecast information for each reporting unit. After evaluating and weighing all relevant events and circumstances, the Company did not identify any impairment indicators for any of its indefinite-lived intangible assets and determined that it was not more likely than not that the carrying value of any of its indefinite-lived intangible assets exceeded their respective fair values. Consequently, we determined that it was not necessary to perform an interim impairment test for any indefinite-lived intangible assets..

There are two indefinite-lived intangible assets that are at an increased risk of impairment, both of which are used by our Insulation segment and were partially impaired in the fourth quarter of 2022. A change in the estimated long-term revenue growth rate or discount rate for the segment could increase the likelihood of a future impairment.

The following table presents the carrying values of these assets as of September 30, 2024:
Trademarks and trade namesSeptember 30, 2024
European building and technical insulation trade name
$91 
Global cellular glass insulation trademark$80 
Long-lived Asset Recoverability Assessment
There were no changes to the recoverability conclusions for our long-lived assets disclosed in our 2023 Form-10-K. Changes in management intentions, market conditions, operating performance and other similar circumstances could affect the assumptions used in these impairment tests. Changes in the assumptions could result in impairment charges that could be material to our Consolidated Financial Statements in any given period.

ENVIRONMENTAL MATTERS
Please refer to Note 13 of the Consolidated Financial Statements.

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ITEM 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS
Our disclosures and analysis in this report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). Forward-looking statements present our current forecasts and estimates of future events. These statements do not strictly relate to historical or current results and can be identified by words such as “anticipate,” “appear,” “assume,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “seek,” “should,” “strategy,” “will” and other terms of similar meaning or import in connection with any discussion of future operating, financial or other performance. These forward-looking statements are subject to risks, uncertainties and other factors and actual results may differ materially from those results projected in the statements. These risks, uncertainties and other factors include, without limitation:
•levels of residential and 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, interest rate and financial markets volatility, and the viability of banks and other financial institutions;
•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 related to acquisitions, divestitures and joint ventures or expansions;
•climate change, weather conditions and storm activity;
•legislation and related regulations or interpretations, in the United States or elsewhere;
•domestic and international economic and political conditions, policies or other governmental actions, as well as war and civil disturbance;
•changes to tariff, trade or investment policies or laws;
•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;
•our liquidity and the availability and cost of credit;
•our ability to achieve expected synergies, cost reductions and/or productivity improvements, including our ability to achieve the strategic and other objectives relating to the Masonite acquisition;
•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;
•our ability to successfully integrate the Masonite acquisition;
•our ability to achieve the objectives relating to the strategic review of our glass reinforcements business; and
•defined benefit plan funding obligations.
All forward-looking statements in this report should be considered in the context of the risks and other factors described herein, and in Item 1A - Risk Factors in Part I of our 2023 Form 10-K. Users of this report should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. Any forward-looking statements speak only as of the date the statement is made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities laws. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results may differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this report are cautioned not to place undue reliance on the forward-looking statements.

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ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change in our exposure to market risk during the nine months ended September 30, 2024. Please refer to “Quantitative and Qualitative Disclosures about Market Risk” contained in Part II, Item 7A of our 2023 Form 10-K for a discussion of our exposure to market risk.
ITEM 4.    CONTROLS AND PROCEDURES
The Company maintains (a) disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), and (b) internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures are effective.
There has been no change in the Company’s internal control over financial reporting during the quarter ended September 30, 2024 that materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II
ITEM 1.    LEGAL PROCEEDINGS
Information required by this item is incorporated by reference to Note 13 of the Consolidated Financial Statements, Contingent Liabilities and Other Matters.
ITEM 1A.    RISK FACTORS
There have been no material changes to the risk factors disclosed in Item 1A of the Company’s 2023 Form 10-K.
ITEM 2.    UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
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 for each month during the quarterly period covered by this report:
PeriodTotal Number of
Shares (or
Units)
Purchased		 Average
Price Paid
per Share
(or Unit)		Total Number of
Shares (or
Units)
Purchased as
Part of Publicly
Announced
Plans or
Programs**		Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs**
July 1-31, 2024
4,527 $174.40 — 8,076,945 
August 1-31, 2024
565,019 166.09 553,215 7,523,730 
September 1-30, 2024
661,087 166.68 660,043 6,863,687 
Total1,230,633 * $166.44 1,213,258 6,863,687 
*The Company retained an aggregate of 17,375 shares surrendered to satisfy tax withholding obligations in connection with the vesting of restricted share units granted to our employees.
**
On December 1, 2022 the Board of Directors approved a new share repurchase program under which the Company is authorized to repurchase up to an aggregate of 10 million shares of the Company’s outstanding common stock (the “Repurchase Authorization”). 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 2.1 million shares of its common stock for $332 million, inclusive of applicable taxes, during the nine months ended September 30, 2024, under the Repurchase Authorization. As of September 30, 2024, 6.9 million shares remain available for repurchase under the Repurchase Authorization.
ITEM 3.    DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.    MINE SAFETY DISCLOSURES
Not applicable.

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ITEM 5.    OTHER INFORMATION
10b5-1 Plans
On August 20, 2024, 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 5,196 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 August 8, 2025.

On September 13, 2024, Gunner Smith, the Company's President, Roofing, entered into a written plan for the sale of up to 17,450 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 September 5, 2025.

Director Indemnification Agreement

On November 1, 2024, the Company entered into a new form of indemnification agreement (the “Indemnification Agreement”) with each of its directors (each, an “Indemnitee”). The Indemnification Agreement replaced the Company’s existing form of indemnification agreement for directors.

In general, the Indemnification Agreement provides that, subject to the procedures, limitations and exceptions set forth therein, the Company will indemnify the Indemnitee against any and all expenses, judgments, fines, penalties and amounts paid in settlement of any threatened, pending or completed action, suit or proceeding, or any inquiry or investigation, for any event or occurrence related to the fact that the Indemnitee is or was a director, officer, employee, agent or fiduciary of the Company, or is or was serving at the request of the Company as a director, officer, employee, trustee, agent or fiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or other enterprise, or by reason of anything done or not done by the Indemnitee in any such capacity. The Indemnitee will have the right to advancement by the Company of expenses. To the extent the Company maintains an insurance policy or policies providing directors' and officers' liability insurance, Indemnitee will be covered by such policy or policies, in accordance with its or their terms, to the maximum extent of the coverage available for any Company director or officer.

The above description of the Indemnification Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the Indemnification Agreement, which is filed with this Quarterly Report on Form 10-Q as Exhibit 10.1 and is incorporated herein by reference.

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ITEM 6.    EXHIBITS
Exhibit No.
Description
3.1
10.1
31.1
31.2
32.1
32.2
101
The following materials from the Quarterly Report on Form 10-Q for Owens Corning for the period ended September 30, 2024, 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.
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.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Owens Corning has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
    OWENS CORNING
 Registrant
Date:November 6, 2024By: /s/ Todd W. Fister
 Todd W. Fister
 Chief Financial Officer
 
Date:November 6, 2024By: /s/ Mari K. Doerfler
 Mari K. Doerfler
 Vice President and
 Controller