Owens Corning Inc filed SEC Form 8-K: Regulation FD Disclosure, Financial Statements and Exhibits
$OC
Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Form 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 5, 2025
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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| Item 7.01. | Regulation FD Disclosure. | ||||
Unaudited Financial Information Recast for Changes in Segments
As previously disclosed, on February 13, 2025, Owens Corning (the "Company") entered into a definitive agreement (the "Agreement") for the sale of its glass reinforcements business ("GR Business"). Consequently, as previously disclosed, beginning with the Quarterly Report on Form 10-Q for the period ended March 31, 2025 (the "First Quarter 2025 10-Q"), the GR Business’s financial results will be reflected in the Company’s consolidated financial statements as discontinued operations for all periods presented. Effective January 1, 2025, due to a strategic shift in how the Company manages its business as a result of the Agreement, the Company reorganized its reportable segments to align to the new operating and management structure. The Company now has three reportable segments: Roofing, Insulation and Doors. The Company's vertically integrated glass non-wovens business that supports the Company’s Roofing business and other building products customers, along with its structural lumber business, were integrated into the Roofing business segment. Two glass melting plants, which make fiber for the non-wovens business, were integrated into the Insulation segment. The Company will begin reporting its financial results based on these segment changes with the filing of its First Quarter 2025 10-Q, with prior periods adjusted accordingly.
Because the operating results of the new segments for prior 2024 periods will not be reported until the Quarterly Report on Form 10-Q is filed for each quarter of 2025 and the Annual Report on Form 10-K for the year ending December 31, 2025, management desires to provide more timely information to investors to enhance understanding of the operating performance of the Company's reorganized segments. Therefore, Exhibit 99.1 to this Current Report on Form 8-K presents selected quarterly and annual unaudited financial information recast for changes in segments for the year ended December 31, 2024 to supplement financial disclosures included in the Company's previously filed reports and to recast previously disclosed segment financial information under the new reporting structure. The recast of the previous segment financial information is not a restatement of previous financial statements and does not affect the Company's consolidated reported net income, earnings per share, operating income, or total assets or liabilities for any of the previously reported periods. This information shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits. | ||||
(d) Exhibits.
| Exhibit No. | Description | ||||
| 99.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Owens Corning | ||||||||
| May 5, 2025 | By: | /s/ Todd W. Fister | ||||||
| Todd W. Fister | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||