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DISCONTINUED OPERATIONS | 6 Months Ended
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Jun. 30, 2025
Discontinued Operations and Disposal Groups [Abstract] |
DISCONTINUED OPERATIONS | DISCONTINUED OPERATIONS During the fourth quarter of 2024, the Company determined that certain asset groups should be tested for recoverability, primarily as a result of the progression of the strategic review of GR. Recoverability of the long-lived assets was measured by comparing the carrying amount of the asset groups to the future net undiscounted cash flows expected to be generated by the asset groups. Specifically for the GR asset group, the Company used an undiscounted cash flow model giving consideration to probability weighted cash flows of differing outcomes of the strategic review. The comparison indicated that one of the asset groups, the GR asset group, was not recoverable. Fair value of the GR asset group was calculated using a discounted cash flow model and market information obtained through the strategic review to estimate the fair value of the asset group, with weighting applied. As a result of the analysis performed, the Company recorded pre-tax asset impairment charges for the amount by which the carrying value exceeded its fair value of $483 million for the year ended December 31, 2024, which was included in Impairment due to strategic review on the Consolidated Statements of Earnings within our 2024 Form 10-K. These charges include $439 million related to property, plant and equipment, $30 million related to operating lease right-of-use assets and $14 million related to definite-lived intangible assets. On February 13, 2025, the Company entered into a definitive agreement ("GR Agreement") for the sale of GR for a purchase price of approximately $436 million, less costs to sell. As of June 30, 2025, the estimated purchase price was $515 million, net of cash, less costs to sell. The change since signing is due to the changes in customary and transaction-specific price adjustments which are subject to further changes through the date of the final closing adjustments. The purchase price is inclusive of $225 million of promissory notes to be issued to the Company by the purchasers. The GR business, historically part of the Company’s Composites segment, manufactures, fabricates, and sells glass fiber reinforcements for a wide variety of applications in wind energy, infrastructure, industrial, transportation and consumer markets. The transaction represented a strategic shift that has a major effect on the Company's operations and financial results and therefore, beginning with the quarterly report on Form 10-Q for the period ended March 31, 2025, and including this quarterly report on Form 10-Q for the period ended June 30, 2025, GR’s financial results are reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented. As a result of classifying GR as a discontinued operation, a portion of the Goodwill from our former Composites reporting unit was allocated to the balance sheets of the discontinued operation. As of the date of classification of GR as a discontinued operation, the Company determined the amount of Goodwill to allocate based on the relative fair values of the discontinued operation and the former Composites reporting unit. This resulted in an allocation of $98 million of Goodwill to the discontinued operation. After allocating Goodwill to the discontinued operation, as well as at the end of each subsequent quarter, the Company compared the carrying value of the discontinued operation to the fair value of the discontinued operation, defined as the sale price less estimated selling costs. During the three and six months ended June 30, 2025, the Company incurred a pre-tax loss on classification as discontinued operations of $19 million and $381 million, respectively. The loss is presented within Net earnings (loss) from discontinued operations attributable to Owens Corning, net of tax, on the Consolidated Statements of Earnings. An estimated valuation allowance of $354 million is recorded within Non-current assets of discontinued operations, on the Consolidated Balance Sheets. The following table summarizes Earnings from discontinued operations attributable to Owens Corning, net of tax included within the Consolidated Statements of Earnings:
| Three Months Ended June 30, | Six Months Ended June 30,
(In millions) | 2025 | 2024 | 2025 | 2024
NET SALES | $ | 306 |  | $ | 292 |  | $ | 576 |  | $ | 575 |
COST OF SALES | 230 |  | 238 |  | 434 |  | 469 |
OPERATING EXPENSES |  |  |  |
Marketing and administrative expenses | 18 |  | 20 |  | 35 |  | 42 |
Loss from classification as discontinued operation | 19 |  | — |  | 381 |  | — |
Other expense (income), net | 3 |  | (5) |  | 5 |  | (2) |
Total operating expenses | 40 |  | 15 |  | 421 |  | 40 |
Interest expense, net | 1 |  | 1 |  | 2 |  | 2 |
Income tax expense | 6 |  | 9 |  | 38 |  | 14 |
NET EARNINGS (LOSS) FROM DISCONTINUED OPERATIONS ATTRIBUTABLE TO OWENS CORNING, NET OF TAX | $ | 29 |  | $ | 29 |  | $ | (319) |  | $ | 50 |
Major classes of assets and liabilities of discontinued operations include the following:
(In millions) | June 30, 2025 | December 31, 2024
ASSETS |  |
CURRENT ASSETS |  |
Cash and cash equivalents | $ | 35 |  | $ | 40 |
Receivables, less allowance | 118 |  | 104 |
Inventories | 248 |  | 260 |
Other current assets | 22 |  | 23 |
Current assets of discontinued operations | 423 |  | 427 |
Property, plant and equipment, net | 393 |  | 346 |
Goodwill | 101 |  | 98 |
Deferred income taxes | 5 |  | 46 |
Valuation allowance for discontinued operations | (354) |  | — |
Other non-current assets | 106 |  | 89 |
Non-current assets of discontinued operations | $ | 251 |  | $ | 579 |
LIABILITIES |  |
CURRENT LIABILITIES |  |
Accounts payable | $ | 105 |  | $ | 129 |
Other current liabilities | 77 |  | 97 |
Current liabilities of discontinued operations | 182 |  | 226 |
Other liabilities | 109 |  | 95 |
Non-current liabilities of discontinued operations | $ | 109 |  | $ | 95 |
Cash flows related to discontinued operations are included within the Consolidated Statements of Cash Flows. Selected financial information related to cash flows from discontinued operations are below:
| Six Months Ended June 30,
(In millions) | 2025 | 2024
Depreciation and amortization | $ | — |  | $ | 49 |
Cash paid for property, plant and equipment | $ | 43 |  | $ | 44 |
ASSETS HELD FOR SALE On November 4, 2024, the Company entered into a related party agreement to sell its building materials business in China and Korea to a member of the business' management team. At that time, the Company met the assets held for sale criteria. The disposal further aligns with the strategy to reshape the Company to focus on residential and commercial building products in North America and Europe. The transaction 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. During the fourth quarter of 2024, the Company reclassified $2 million as held for sale within Other current liabilities on the Consolidated Balance Sheets. The Company also recorded the assets at the fair value less cost to sell, which was less than the carrying value and resulted in an impairment of $91 million primarily related to Property, Plant and Equipment and Goodwill. The impairment was included in Loss on sale of business on the Consolidated Statements of Earnings within the Company's 2024 Form 10-K. The Company estimated the fair value of these assets, less cost to sell, using Level 3 inputs. During the three and six months ended June 30, 2025, the Company incurred an additional loss of $24 million and $26 million as a result of amendments to the related party agreement and changes in working capital. This loss is included within Loss on sale of business on the Consolidated Statements of Earnings. These changes also resulted in an adjustment of $4 million as held for sale within Other current liabilities on the Consolidated Balance Sheets. The Company completed the transaction on July 22, 2025. The Company is currently in the process of finalizing certain related transfers, which are expected to be completed by the end of the first quarter of fiscal year 2026.

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- Definition The entire disclosure related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component. + References Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 205 -SubTopic 20 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/205-20/tableOfContent Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 360 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/360/tableOfContent + Details
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