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This Management’s Discussion and Analysis (“MD&A”) is intended to help investors understand Owens Corning, our operations and our present business environment. MD&A is provided as a supplement to, and should be read in conjunction with, our Consolidated Financial Statements and the accompanying Notes thereto contained in this report. Unless the context requires otherwise, the terms “Owens Corning,” “Company,” “we” and “our” in this report refer to Owens Corning and its subsidiaries.
GENERAL
Owens Corning is a branded building products leader with three complementary businesses providing roofing, insulation and doors primarily for residential markets in North America and Europe. As described below, the Company has three reportable segments: Roofing, Insulation and Doors. Through these lines of business, the Company manufactures and sells products that provide durable, sustainable and energy-efficient solutions. We are a market leader in many of our major product categories.
EXECUTIVE OVERVIEW
Net earnings from continuing operations attributable to Owens Corning were earnings of $310 million in the second quarter of 2026, compared to earnings of $334 million in the second quarter of 2025. The Company generated $660 million in adjusted earnings before interest, taxes, depreciation and amortization (“Adjusted EBITDA”) from continuing operations in the second quarter of 2026, compared to $703 million in the second quarter of 2025. See the Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization From Continuing Operations section of the MD&A for further information regarding Adjusted EBITDA from continuing operations, including the reconciliation to Net earnings from continuing operations attributable to Owens Corning. Second quarter of 2026 segment earnings before interest, taxes, depreciation and amortization (“EBITDA”) performance compared to the second quarter of 2025 decreased $16 million in our Roofing segment, decreased $12 million in our Insulation segment and decreased $18 million in our Doors segment. Within our Corporate, Other and Eliminations category, General corporate expenses and other increased by $3 million.
Glass Reinforcements Divestiture
On February 13, 2025, the Company entered into a definitive agreement ("GR Agreement") for the sale of our global glass reinforcements ("GR") business, historically reported within the Composites segment, for a purchase price of approximately $436 million, less costs to sell. The GR business manufactured, fabricated, and sold glass fiber reinforcements for a broad range of end markets.
The transaction represented a strategic shift that has a major effect on the Company's operations and financial results. Accordingly, beginning with the quarterly report on Form 10-Q for the period ended March 31, 2025 and ending with the close of the transaction, the financial results of the GR business are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented.
Upon classification as held for sale, the Company allocated $98 million of goodwill from the former Composites reporting unit to the discontinued operation based on relative fair values.
On April 14, 2026, the Company entered into an amendment to the GR Agreement ("Amendment") based on changes in market conditions, including a $110 million decrease in the purchase price, the transfer of approximately $32 million in carrying value of additional assets at closing, and the elimination of previously contemplated $225 million seller financing. The Company completed the sale on April 30, 2026 for proceeds of $370 million, net of cash divested and a deposit received at the announcement of the deal. The final proceeds are subject to customary post-closing adjustments. The sale completed Owens Corning’s review of strategic alternatives for the business, announced on February 9, 2024, and aligns with the strategy to reshape the Company to focus on residential and commercial building products in North America and Europe.
During the three and six months ended June 30, 2026, the Company recognized a pre-tax gain of $7 million and a pre-tax loss of $175 million, respectively, primarily reflecting the revised transaction terms. The loss was measured as the excess of the carrying value of the discontinued operation over the fair value of consideration received and is presented within Net (loss) earnings from discontinued operations attributable to Owens Corning, net of tax, on the Consolidated Statements of Earnings.
The Company does not expect to recognize material incremental charges related to the transaction, although final amounts remain subject to customary post-closing adjustments.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Tariff and Trade Uncertainties
Beginning in the first quarter of 2025, the U.S. government announced additional tariffs on goods imported into the U.S. from numerous countries and multiple nations have responded with reciprocal tariffs and other actions. Following the decision of the U.S. Supreme Court in the first quarter of 2026, the Company may be entitled to a refund of tariffs previously paid on certain imported products under the International Emergency Economic Powers Act. The Company estimates that approximately $50 million of tariff payments may be eligible for refund as a result of the decision. During the six months ended June 30, 2026, $25 million of the total estimated amount was recognized within Cost of sales.
The Company continues to monitor the impact of evolving trade policies and tariff programs.
Based on current tariff policies, the Company expects to partially offset the operating profit impact of enacted tariffs through mitigation actions, including supply chain adjustments and productivity and cost savings actions. However, additional tariffs, changes in trade policies or retaliatory measures by foreign governments, or the Company's inability to fully offset related impacts could adversely affect demand for our products, revenue, profitability and cash flows.
RESULTS OF OPERATIONS
Consolidated Results
Three Months Ended June 30, Six Months Ended June 30,
(In millions) 2026 2025 2026 2025
Net sales $ 2,756 $ 2,747 $ 5,021 $ 5,277
Gross margin $ 793 $ 858 $ 1,303 $ 1,583
% of net sales 29 % 31 % 26 % 30 %
Marketing and administrative expenses $ 252 $ 263 $ 510 $ 524
Other expense, net $ 24 $ 29 $ 119 $ 49
Earnings from continuing operations before interest and taxes $ 482 $ 505 $ 602 $ 912
Interest expense, net $ 69 $ 63 $ 135 $ 127
Income tax expense $ 102 $ 110 $ 117 $ 198
Net earnings from continuing operations attributable to Owens Corning $ 310 $ 334 $ 348 $ 589
Net loss from discontinued operations attributable to Owens Corning, net of tax $ (84) $ 29 $ (227) $ (319)
Net earnings attributable to Owens Corning $ 226 $ 363 $ 121 $ 270
The Consolidated Results discussion below provides a summary of our results and the trends affecting our business, and should be read in conjunction with the more detailed Segment Results discussion that follows.
NET SALES
Net sales increased $9 million and decreased $256 million in the second quarter and year-to-date 2026, respectively, compared to the same periods in 2025. For the second quarter, the increase was primarily driven by higher volumes in the Insulation segment and the favorable impact from translating sales denominated in foreign currencies into United States dollars, which was mostly offset by the unfavorable impact of divestitures in the Insulation and Doors segments. Year-to-date, the decrease was primarily driven by lower volumes in the Roofing and Doors segments and the unfavorable impact of divestitures, which was partially offset by the favorable impact from translating sales denominated in foreign currencies into United States dollar.
GROSS MARGIN
Gross margin decreased $65 million and decreased $280 million in the second quarter and year-to-date 2026, respectively, compared to the same periods in 2025. For the second quarter, higher delivery costs, input cost inflation net of tariff recovery, and the impact of production downtime were partially offset by higher volumes in the Insulation segment and favorable mix. Year-to-date, the decrease was primarily driven by lower sales volumes in the Doors and Roofing segments, input cost inflation, the impact of production downtime, higher delivery costs and lower selling prices.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
MARKETING AND ADMINISTRATIVE EXPENSES
Marketing and administrative expenses decreased $11 million and decreased $14 million in the second quarter and year-to-date 2026 compared to the same periods in 2025, respectively. For the second quarter and year-to-date 2026, the decrease was primarily driven by lower marketing spend and labor expenses due to cost control initiatives.
OTHER EXPENSE, NET
Other expense, net decreased $5 million and increased $70 million in the second quarter and year-to-date 2026 compared to the same periods in 2025, respectively. For the second quarter, the decrease was primarily driven by lower acquisition-related transaction costs and gain related to the sale of a site that was part of a previous restructuring action in the Roofing segment. For year-to-date, the increase was primarily driven by higher restructuring costs and an increase in the liability for the Paroc marine recall.
INTEREST EXPENSE, NET
Interest expense, net increased $6 million and increased $8 million in the second quarter and year-to-date 2026 compared to the same periods in 2025, respectively. For the second quarter and year-to-date 2026, the increase was driven by lower interest income, partially offset by lower interest on commercial paper balances.
INCOME TAX EXPENSE
Income tax expense for the three and six months ended 2026 was $102 million and $117 million, respectively. The Company’s effective tax rate for the second quarter 2026 and the six months ended June 30, 2026 was 25%. The difference between the 25% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily due to U.S. state and local income tax expense and foreign tax effects.
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 six months ended 2025 was $110 million and $198 million, respectively. The Company’s effective tax rate for the second quarter 2025 and the six months ended June 30, 2025 was 25%. The difference between the 25% effective tax rate and the U.S. federal statutory tax rate of 21% is primarily due to U.S. state and local income tax expense and foreign rate differential.
Restructuring Costs
The Company has incurred restructuring and other exit costs in connection with its global cost reduction, product line and productivity initiatives. These costs are recorded within Corporate, Other and Eliminations. Please refer to Note 9 of the Consolidated Financial Statements for further information on the nature of these costs.
The following table presents the impact and respective location of these income (expense) items on the Consolidated Statements of Earnings From Continuing Operations:
Three Months Ended June 30, Six Months Ended June 30,
(In millions) Location 2026 2025 2026 2025
Accelerated depreciation Cost of sales $ (7) $ (9) $ (10) $ (9)
Other exit costs Cost of sales (2) (1) (7) (1)
Other exit costs Marketing & administrative expenses — (1) — (1)
Severance Other expense, net — (7) (32) (9)
Other exit costs Other expense, net (14) — (20) (1)
Total Restructuring Costs $ (23) $ (18) $ (69) $ (21)
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Adjusted Earnings Before Interest, Taxes, Depreciation and Amortization From Continuing Operations
Adjusted EBITDA from continuing operations is a non-GAAP measure that excludes certain items that management does not allocate to our segment results because it believes they are not representative of the Company’s ongoing operations. Adjusted EBITDA from continuing operations is used internally by the Company for various purposes, including reporting results of operations to the Board of Directors of the Company, analysis of performance and related employee compensation measures. Although management believes that these adjustments result in a measure that provides a useful representation of our operational performance, the adjusted measure should not be considered in isolation or as a substitute for Net earnings from continuing operations attributable to Owens Corning as prepared in accordance with accounting principles generally accepted in the United States.
Adjusting income (expense) items to EBITDA are shown in the table below:
Three Months Ended June 30, Six Months Ended June 30,
(In millions) 2026 2025 2026 2025
Restructuring excluding depreciation $ (16) $ (9) $ (59) $ (12)
Acquisition-related integration costs excluding depreciation — (4) (9) (6)
Gains on sale of certain precious metals 10 12 22 21
Impairment of venture investment — — (7) —
Paroc marine recall (1) (1) (33) (2)
Loss on sale of business — (24) — (26)
Gain on sale of site (a) 4 — 4 —
Gain on sale of business — — 4 —
Total Adjusting Items $ (3) $ (26) $ (78) $ (25)
(a)This gain relates to the sale of a site that was part of a previous restructuring action in the Roofing segment.
The reconciliation from Net (loss) earnings from continuing operations attributable to Owens Corning to EBITDA and Adjusted EBITDA is shown in the table below:
Three Months Ended June 30, Six Months Ended June 30,
(In millions) 2026 2025 2026 2025
NET EARNINGS FROM CONTINUING OPERATIONS ATTRIBUTABLE TO OWENS CORNING $ 310 $ 334 $ 348 $ 589
Net earnings (loss) attributable to noncontrolling interests 1 (1) 2 (1)
NET EARNINGS FROM CONTINUING OPERATIONS 311 333 350 588
Equity in net earnings of affiliates — 1 — 1
Income tax expense 102 110 117 198
EARNINGS FROM CONTINUING OPERATIONS BEFORE TAXES 413 442 467 785
Interest expense, net 69 63 135 127
EARNINGS FROM CONTINUING OPERATIONS BEFORE INTEREST AND TAXES 482 505 602 912
Less: Adjusting items from above (3) (26) (78) (25)
Depreciation and amortization 175 172 349 331
ADJUSTED EBITDA FROM CONTINUING OPERATIONS $ 660 $ 703 $ 1,029 $ 1,268
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Segment Results
EBITDA by segment consists of net sales, less related costs and expenses plus depreciation and amortization. EBITDA is presented on a basis that is used internally for evaluating segment performance. Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBITDA for our reportable segments and are included in the Corporate, Other and Eliminations category, which is presented following the discussion of our reportable segments. Segment EBITDA is the principal measure used by the chief operating decision maker ("CODM") to assess segment performance and make decisions on the allocation of resources.
Roofing
The table below provides a summary of net sales and EBITDA for the Roofing segment:
Three Months Ended June 30, Six Months Ended June 30,
(In millions) 2026 2025 2026 2025
Net sales $ 1,313 $ 1,303 $ 2,273 $ 2,423
% change from prior year 1 % 4 % -6 % 3 %
EBITDA $ 441 $ 457 $ 672 $ 789
EBITDA as a % of net sales 34 % 35 % 30 % 33 %
NET SALES
In our Roofing segment, net sales increased $10 million in the second quarter 2026 compared to the second quarter 2025. Lower volumes of approximately 1% were more than offset by favorable mix, a $3 million favorable impact from translating sales denominated in foreign currencies into United States dollars, and relatively flat selling prices.
For year-to-date 2026, net sales in our Roofing segment decreased $150 million compared to the same period in 2025. Lower volumes of approximately 7% and lower selling prices of $11 million were slightly offset by favorable mix and the favorable impact from translating sales denominated in foreign currencies into United States dollars.
EBITDA
In our Roofing segment, EBITDA decreased $16 million in the second quarter 2026 compared to the second quarter 2025. The decrease was primarily driven by higher delivery costs of $23 million and input cost inflation of $19 million, partially offset by favorable mix and lower manufacturing costs of $11 million. The remaining variance was driven by the impact of production downtime, lower volumes, and relatively flat selling prices.
For year-to-date 2026, EBITDA in our Roofing segment decreased $117 million compared to the same period in 2025. The decrease was primarily driven by lower volumes, input cost inflation of $25 million, and higher delivery costs of $23 million. The remaining variance was driven by lower selling prices of $11 million, the impact of production downtime, and higher manufacturing costs of $6 million, which were partially offset by favorable mix.
OUTLOOK
In our Roofing segment, the Company expects non-discretionary roof replacement activity to remain solid in the near-term. The Company expects seasonal storm demand to be in line with historical averages, but the impact of heavier inventory restocking in the second quarter is expected to reduce purchases in the third quarter. The Company expects global non-residential construction markets to be relatively stable in the near-term. The Company will continue to focus on managing costs, capital expenditures and working capital to best service the market demand.
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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 and EBITDA for the Insulation segment:
Three Months Ended June 30, Six Months Ended June 30,
(In millions) 2026 2025 2026 2025
Net sales $ 971 $ 934 $ 1,838 $ 1,843
% change from prior year 4 % -4 % — % -5 %
EBITDA $ 213 $ 225 $ 380 $ 450
EBITDA as a % of net sales 22 % 24 % 21 % 24 %
NET SALES
In our Insulation segment, net sales increased $37 million in the second quarter 2026 compared to the second quarter 2025. Higher volumes of 7% and a $14 million favorable impact from translating sales denominated in foreign currencies into United States dollars were partially offset by the unfavorable impact from the divestiture of our building materials business in China and Korea and lower selling prices of $11 million.
For year-to-date 2026, net sales in our Insulation segment decreased $5 million compared to the same period in 2025. The unfavorable impact from the divestiture of our building materials business in China and Korea and lower selling prices of $32 million were partially offset by higher volumes of 2%. The remaining variance was driven by a $39 million favorable impact from translating sales denominated in foreign currencies into United States dollars and favorable mix.
EBITDA
In our Insulation segment, EBITDA decreased $12 million in the second quarter 2026 compared to the second quarter 2025. Higher volumes and favorable manufacturing costs were more than offset by input cost inflation of $19 million, the impact of production downtime of $15 million, lower selling prices of $11 million, and higher delivery costs.
For year-to-date 2026, EBITDA in our Insulation segment decreased $70 million compared to the same period in 2025. The decrease was primarily driven by the impact of production downtime of $35 million, lower selling prices of $32 million, input cost inflation of $30 million and higher delivery costs, which were partially offset by higher volumes, lower manufacturing costs, and slightly favorable mix.
OUTLOOK
The outlook for Insulation demand is driven by North American new residential construction, remodeling and repair activity, as well as non-residential construction activity in the United States, Canada, Europe and Latin America. Demand in non-residential insulation markets is most closely correlated to industrial production growth and overall economic activity in the markets we serve. Demand for residential insulation is most closely correlated to U.S. housing starts.
During the second quarter of 2026, the average Seasonally Adjusted Annual Rate (“SAAR”) of U.S. housing starts was 1.347 million starts, which was up from 1.327 million starts in the second quarter of 2025.
The Company expects the new residential construction market in North America to remain challenged in the near-term, driven by affordability challenges and consumer uncertainty. The global non-residential construction markets are expected to be relatively stable in the near-term. The Company continues to concentrate on driving productivity, managing costs, capital expenditures and working capital as we position ourselves to expand capacity within our existing manufacturing network.
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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 and EBITDA for the Doors segment:
Three Months Ended June 30, Six Months Ended June 30,
(In millions) 2026 2025 2026 2025
Net sales $ 513 $ 554 $ 988 $ 1,094
% change from prior year -7 % N/A -10 % N/A
EBITDA $ 57 $ 75 $ 91 $ 143
EBITDA as a % of net sales 11 % 14 % 9 % 13 %
NET SALES
In our Doors segment, net sales decreased $41 million in the second quarter 2026 compared to the second quarter 2025 due to lower volumes of 3%, primarily driven by the exit of our Prineville, Oregon facility, a $19 million unfavorable impact from the divestiture of our distribution business and slightly unfavorable mix.
For year-to-date 2026, net sales in our Doors segment decreased $106 million compared to the same period in 2025, primarily due to lower volumes of 8% and a $29 million unfavorable impact from the divestiture of our distribution business. This was partially offset by a $6 million favorable impact of translating sales denominated in foreign currencies into United States dollars and slightly favorable mix.
EBITDA
In our Doors segment, EBITDA decreased $18 million in the second quarter 2026 compared to the second quarter 2025. Higher delivery costs of $11 million, lower volumes, higher manufacturing costs of $7 million, and unfavorable mix were partially offset by $8 million of lower selling, general and administrative costs and lower input cost inflation of $7 million, which includes the impact of tariff refunds.
For year-to-date 2026, EBITDA in our Doors segment decreased $52 million compared to the same period in 2025. The decrease was primarily driven by lower volumes, higher manufacturing costs of $16 million and higher delivery costs of $11 million. Lower selling, general and administrative costs of $17 million were offset by the impact of production downtime, unfavorable mix, and input cost inflation of $3 million, which includes the impact of tariff refunds.
OUTLOOK
The outlook for the Doors segment is driven by the new residential construction and residential repair and remodeling markets in North America and Europe. The Company expects the North America residential new construction market to remain challenged in the near-term, with discretionary residential repair and remodeling activity in North America remaining soft. The Company will concentrate on managing costs, capturing synergies, capital expenditures and working capital.
Corporate, Other and Eliminations
Certain items, such as general corporate expenses or income and certain other expense or income items, are excluded from the internal evaluation of segment performance. Accordingly, these items are not reflected in EBITDA for our reportable segments and are included within Corporate, Other and Eliminations.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
The table below provides a summary of EBITDA for the Corporate, Other and Eliminations category:
Three Months Ended June 30, Six Months Ended June 30,
(In millions) 2026 2025 2026 2025
Restructuring excluding depreciation $ (16) $ (9) $ (59) $ (12)
Acquisition-related integration costs excluding depreciation — (4) (9) (6)
Gains on sale of certain precious metals 10 12 22 21
Impairment of venture investment — — (7) —
Paroc marine recall (1) (1) (33) (2)
Loss on sale of business — (24) — (26)
Gain on sale of site (a) 4 — 4 —
Gain on sale of business — — 4 —
General corporate expense and other (51) (54) (114) (114)
EBITDA $ (54) $ (80) $ (192) $ (139)
(a)This gain relates to the sale of a site that was part of a previous restructuring action in the Roofing segment.
EBITDA
The impact on EBITDA from Corporate, Other and Eliminations was $26 million lower and $53 million higher in the second quarter and year-to-date 2026 compared to the same periods in 2025, respectively. For the second quarter, the decrease was primarily driven by the loss on sale of business in the prior year. For year-to-date, the increase primarily driven by higher restructuring costs and an increase in the liability for the Paroc marine recall, partially offset by the loss on sale of business in the prior year.
General corporate expense and other was $3 million lower and remained flat in the second quarter and year-to-date 2026 compared to the same periods in 2025, respectively.
OUTLOOK
In 2026, we expect general corporate expenses to be approximately $245 million to $255 million.
LIQUIDITY, CAPITAL RESOURCES AND OTHER RELATED MATTERS
Liquidity
The Company's primary sources of liquidity are its balance of Cash and cash equivalents from continuing operations of $271 million as of June 30, 2026, its commercial paper program ("CP Program") and Senior Revolving Credit Facility (as defined below).
The Company has a $1.5 billion senior revolving credit facility (the “Senior Revolving Credit Facility”) that has been amended from time to time. The Senior Revolving Credit Facility was amended in March 2025 to increase the borrowing limit from $1.0 billion to $1.5 billion and extend the maturity date to March 2030. No other significant terms impacting liquidity were amended.
The agreement governing our Senior Revolving Credit Facility contains various covenants that we believe are usual and customary. These covenants include a maximum allowed leverage ratio. The Senior Revolving Credit Facility was amended in February 2026 to exclude specified 2025 non‑cash impairment charges from the leverage ratio calculation. We were in compliance with the covenants in the Senior Revolving Credit Facility as of June 30, 2026.
On March 5, 2025, the Company established the CP Program for the issuance of $1.5 billion in unsecured commercial paper notes (the "CP Notes") with maturities up to 397 days from the date of issuance. We do not intend to have outstanding commercial paper borrowings in excess of available capacity under the Senior Revolving Credit Facility.
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As a holding company, we have no operations of our own and most of our assets are held by our direct and indirect subsidiaries. Dividends and other payments or distributions from our subsidiaries will be used to meet our debt service and other obligations and to enable us to pay dividends to our stockholders. Please refer to the Risk Factors disclosed in Item 1A of the Company's Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”) for details on the factors that could inhibit our subsidiaries' abilities to pay dividends or make other distributions to the parent company.
Cash Flows
Cash and cash equivalents were $271 million as of June 30, 2026, compared to $265 million as of June 30, 2025. Cash and cash equivalents held by foreign subsidiaries may be subject to foreign withholding taxes upon repatriation to the U.S. As of June 30, 2026 and December 31, 2025, the Company had $144 million and $97 million, respectively, in cash and cash equivalents in certain of its foreign subsidiaries. The Company continues to assert indefinite reinvestment for certain of its continuing operations in accordance with Accounting Standards Codification (“ASC”) 740 based on the laws as of enactment of the tax legislation.
Operating activities: Net cash flow provided by operating activities decreased by $34 million for the six months ended June 30, 2026 compared to the same period in 2025. The decrease was primarily due to lower cash earnings, partially offset by the change in working capital. For the six months ended June 30, 2026, there was no depreciation and amortization related to discontinued operations.
Investing activities: Net cash flow provided by investing activities increased by $354 million for the six months ended June 30, 2026 compared to the same period in 2025. The increase was primarily driven by the proceeds from the sale of GR business, partially offset by higher cash paid for property, plant and equipment. For the six months ended June 30, 2026, cash paid for property, plant and equipment related to discontinued operations was $28 million.
Financing activities: Net cash flow used for financing activities increased by $254 million for the six months ended June 30, 2026 compared to the same period in 2025. The increase was primarily driven by lower net proceeds from CP Notes, partially offset by lower treasury stock repurchases in the current year.
Material Cash Requirements
Our anticipated uses of cash include capital expenditures, working capital needs, share repurchases, meeting financial obligations including repayment of senior notes maturing in the next twelve months, 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, our CP Program and access to credit markets will provide ample liquidity to enable us to meet our cash requirements for at least the next twelve months and foreseeable future thereafter.
Please refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in the 2025 Form 10-K for more details on these material cash requirements. During the second quarter of 2026, there have been no material changes to our expected uses of cash and contractual obligations.
Debt
As of June 30, 2026, the Company had $5.2 billion of total debt. The Company's current portion of long-term debt primarily relates to $899 million of the current portion of 3.400% senior notes maturing in the third quarter of 2026 and 5.500% senior notes maturing in the second quarter of 2027. Further discussion of the amount and timing of the future scheduled maturities of our senior notes can be found in Note 10 of the Consolidated Financial Statements. As of June 30, 2026, the Company's Short-term debt includes $65 million of CP Notes.
On March 5, 2025, the Company amended the Senior Revolving Credit Facility to increase the available principal amount from $1.0 billion to $1.5 billion and to extend the maturity to March 2030. The Company had no borrowings outstanding and $1.5 billion available under the Senior Revolving Credit Facility as of June 30, 2026.
On March 5, 2025, the Company established a CP Program for the issuance of CP Notes with maturities ranging up to 397 days from the date of issuance. As of June 30, 2026, there were $65 million of CP Notes outstanding under the CP Program with a weighted average interest rate and weighted average maturity period of 4.00% and 5 days, respectively. We do not intend to have outstanding borrowings under the CP Program in excess of available capacity under our Senior Revolving Credit Facility.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS (continued)
Supplier Finance Programs
We review supplier terms and conditions on an ongoing basis, and have negotiated payment terms extensions in recent years in connection with our efforts to reduce working capital and improve cash flow. Separate from those terms extension actions, certain of our subsidiaries have entered into paying agency agreements with third-party administrators. These voluntary supply chain finance programs (collectively, the “Programs”) generally give participating suppliers the ability to sell, or otherwise pledge as collateral, their receivables from the Company to the participating financial institutions, at the sole discretion of both the suppliers and financial institutions. The Company is not a party to the arrangements between the suppliers and the financial institutions. The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by the suppliers’ decisions to sell, or otherwise pledge as collateral, amounts under these arrangements. The Company’s payment terms to the financial institutions, including the timing and amount of payments, are based on the original supplier invoices. One of the Programs includes a parent guarantee to the participating financial institution for a certain U.S. subsidiary that, at the time of the respective program’s inception in 2015, was a guarantor subsidiary of the Company’s credit agreement. The obligations are presented as Accounts payable within Total current liabilities on the Consolidated Balance Sheets and all activity related to the obligations is presented within operating activities on the Consolidated Statements of Cash Flow.
The desire of suppliers and financial institutions to participate in the Programs could be negatively impacted by, among other factors, the availability of capital committed by the participating financial institutions, the cost and availability of our suppliers’ capital, a credit rating downgrade or deteriorating financial performance of the Company or its participating subsidiaries, or other changes in financial markets beyond our control. We do not expect these risks, or potential long-term growth of our Programs, to materially affect our overall financial condition, as we expect a significant portion of our payments to continue to be made outside of the Programs. Accordingly, we do not believe the Programs have materially impacted our current period liquidity, and do not believe that the Programs are reasonably likely to materially affect liquidity in the future.
Please refer to the Supplier Finance Programs section in Note 1 of the Consolidated Financial Statements for a roll-forward of outstanding obligations under the supplier finance programs.
Derivatives
Please refer to Note 5 in the Company's 2025 Form 10-K for additional information.
Fair Value Measurement
Please refer to Notes 1 and 10 of the Consolidated Financial Statements.
SAFETY
Working safely is an expectation at Owens Corning. We believe this organization-wide expectation provides for a safer work environment for employees, improves our manufacturing processes, reduces our costs and enhances our reputation. Furthermore, striving to be a world-class leader in safety provides a platform for all employees to understand and apply the resolve necessary to be a high-performing, global organization. One of our primary safety measures is the Recordable Incidence Rate (“RIR”) as defined by the United States Bureau of Labor Statistics. For the three months ended June 30, 2026, our RIR was 0.75, compared to 0.60 in the same period a year ago. For the six months ended June 30, 2026, our RIR was 0.65, compared to 0.58 in the same period a year ago.
ACCOUNTING PRONOUNCEMENTS
Please refer to Note 1 of the Consolidated Financial Statements.
ENVIRONMENTAL MATTERS
Please refer to Note 11 of the Consolidated Financial Statements.
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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 non-residential construction activity;
•demand for our products;
•industry and economic conditions including, but not limited to, supply chain disruptions, recessionary conditions, inflationary pressures and interest rate and financial markets volatility;
•additional changes to tariff, trade or investment policies or laws by the United States, or similar actions, including reciprocal actions, by foreign governments;
•availability and cost of energy and raw materials;
•competitive and pricing factors;
•relationships with key customers and customer concentration in certain areas;
•our ability to achieve expected synergies, cost reductions and/or productivity improvements;
•issues related to acquisitions, divestitures and joint ventures or expansions;
•climate change, weather conditions and storm activity;
•legislation and related regulations or interpretations, in the United States or elsewhere;
•domestic and international economic and political conditions, policies or other governmental actions, as well as war and civil disturbance;
•uninsured losses or major manufacturing disruptions, including those from natural disasters, catastrophes, pandemics, theft or sabotage;
•environmental, product-related or other legal and regulatory liabilities, proceedings or actions;
•research and development activities and intellectual property protection;
•issues involving implementation and protection of information technology systems;
•foreign exchange and commodity price fluctuations;
•our level of indebtedness;
•our liquidity and the availability and cost of credit;
•the level of fixed costs required to run our business;
•levels of goodwill or other indefinite-lived intangible assets;
•loss of key employees and labor disputes or shortages; and
•defined benefit plan funding obligations.
All forward-looking statements in this report should be considered in the context of the risks and other factors described herein, including in Item 1A - Risk Factors in Part I of the 2025 Form 10-K. Users of this report should not interpret the disclosure of any risk factor to imply that the risk has not already materialized. Any forward-looking statements speak only as of the date the statement is made and we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by federal securities laws. It is not possible to identify all of the risks, uncertainties and other factors that may affect future results. In light of these risks and uncertainties, the forward-looking events and circumstances discussed in this report may not occur and actual results may differ materially from those anticipated or implied in the forward-looking statements. Accordingly, users of this report are cautioned not to place undue reliance on the forward-looking statements.
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