Owens CorningOC
Owens Corning Goodwill & Intangibles Disclosure
GOODWILL AND OTHER INTANGIBLE ASSETS
The Company tests goodwill and indefinite-lived intangible assets for impairment as of October 1st 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 amount.
Goodwill
The changes in the net carrying amount of goodwill by segment are as follows:
| (In millions) | Roofing | Insulation | Doors | Total | ||||||||||
Gross carrying amount at December 31, 2024 | $ | 654 | $ | 1,549 | $ | 1,478 | $ | 3,681 | ||||||
| Foreign currency translation | 7 | 71 | 14 | 92 | ||||||||||
| Purchase price allocation adjustments | — | — | 23 | 23 | ||||||||||
Gross carrying amount at December 31, 2025 | 661 | 1,620 | 1,515 | 3,796 | ||||||||||
Accumulated impairment losses at December 31, 2024 | — | (936) | — | (936) | ||||||||||
| Impairment charge | — | — | (1,135) | (1,135) | ||||||||||
| Foreign currency translation | — | (46) | — | (46) | ||||||||||
Accumulated impairment losses at December 31, 2025 | — | (982) | (1,135) | (2,117) | ||||||||||
Balance, net of impairment at December 31, 2025 | $ | 661 | $ | 638 | $ | 380 | $ | 1,679 | ||||||
| (In millions) | Roofing | Insulation | Doors | Total | ||||||||||
Gross carrying amount at December 31, 2023 | $ | 658 | $ | 1,567 | $ | — | $ | 2,225 | ||||||
Acquisitions (see Note 8) | — | — | 1,491 | 1,491 | ||||||||||
| Foreign currency translation | (4) | (18) | (13) | (35) | ||||||||||
Gross carrying amount at December 31, 2024 | 654 | 1,549 | 1,478 | 3,681 | ||||||||||
Accumulated impairment losses at December 31, 2023 | — | (948) | — | (948) | ||||||||||
| Impairment charge | — | (10) | — | (10) | ||||||||||
| Foreign currency translation | — | 22 | — | 22 | ||||||||||
Accumulated impairment losses at December 31, 2024 | — | (936) | — | (936) | ||||||||||
Balance, net of impairment at December 31, 2024 | $ | 654 | $ | 613 | $ | 1,478 | $ | 2,745 | ||||||
First Quarter Goodwill Triggering Event
During the first quarter of 2025, our internal reporting and management structure changed, resulting in the identification of three new reportable segments: Roofing, Insulation and Doors. As a result of our segment reorganization, we reassigned the former Composites reportable segment assets and liabilities into the Roofing and Insulation reportable segments. As this change was considered a goodwill triggering event, we performed an interim goodwill impairment test both prior and subsequent to the reorganization using a discounted cash flow approach for each of the respective reporting units.
Prior to reorganizing the reportable segments and integrating portions of the former Composites reportable segment, but after allocating Goodwill to discontinued operations, the Company tested the Goodwill for the Roofing, Insulation and Composites reporting units. As a result of this test, we determined that no impairment existed for any of the reporting units and that the business enterprise value for the Roofing, Insulation and Composites reporting units substantially exceeded their carrying values. The remaining Composites Goodwill, after the allocation of Goodwill to discontinued operations, of $325 million was allocated between the Roofing and Insulation reporting units based on the relative fair values of the portions of the Composites business, which were integrated based on the discounted cash flows of each.
Subsequent to allocating Goodwill to the Roofing and Insulation reporting units, as part of reorganization, the Company tested the Goodwill for the Roofing and Insulation reporting units. As a result of this test, we determined that no impairment existed for either reporting unit and that the business enterprise value for the Roofing and Insulation reporting units substantially exceeded their carrying values as of the date of our assessment.
Second Quarter Goodwill Triggering Event
In the second quarter of 2025, the Company performed its ongoing assessment to consider whether events or circumstances had occurred that could more likely than not reduce the fair value of the Doors reporting unit below its carrying value. The narrow cushion on the Doors reporting unit, due to its recent acquisition, and the high level of near-term macroeconomic uncertainty caused by announced tariffs, triggered the Company to perform an interim goodwill impairment test as of June 30, 2025 for the Doors reporting unit. The fair value of the reporting unit was determined based on an equally weighted combination of the discounted cash flow analysis, or income approach, as well as the Guideline Public Company Method, or a market approach, based on market multiples of comparable companies.
As a result of this test, we determined that no impairment existed for the Doors reporting unit as the fair value exceeded the carrying value by approximately 5%. The most significant assumptions used in the fair value analysis were base year revenue, revenue growth rate, adjusted EBITDA margins, discount rate and market multiples under the market approach.
Third Quarter Goodwill Triggering Event
In the third quarter of 2025, the Company performed its ongoing assessment to consider whether events or circumstances had occurred that could more likely than not reduce the fair value of our reporting units below their carrying values. The narrow cushion on the Doors reporting unit, due to its recent acquisition, and the continuation of the previously disclosed macroeconomic uncertainty including softness in North America discretionary residential repair and remodeling activity and near-term challenges in North America residential new construction, triggered the Company to perform an interim goodwill impairment test as of September 30, 2025. The fair value of the reporting unit was determined based on an equally weighted combination of the discounted cash flow analysis, or income approach, as well as the Guideline Public Company Method, or a market approach, based on market multiples of comparable companies.
Based on the results of this testing, the Company recorded a $780 million pre-tax non-cash impairment charge, equal to the excess of the Doors reporting unit's carrying value over its fair value, in the third quarter of 2025. This charge was recorded in Goodwill impairment charge on the Consolidated Statements of Earnings, and was included in the Corporate, Other and Eliminations reporting category. The reduction in fair value for the Doors reporting unit, and corresponding impairment charge, was primarily driven by a decrease in near-term revenue, including 2026, as a result of the macroeconomic uncertainty.
The most significant assumptions used in the fair value analysis were base year revenue, revenue growth rate, long-term growth rate, adjusted EBITDA margins, discount rate and market multiples under the market approach.
Annual Impairment Test
The annual tests performed in the fourth quarter of 2025 and 2024 resulted in no impairment of goodwill. The Company elected to perform the qualitative approach on all of its reporting units. After evaluating and weighing all relevant events and circumstances, including the last quantitative test, we concluded it is more likely than not that the fair value of the Roofing and Insulation reporting units exceeds their respective carrying value amounts while the Doors reporting unit business enterprise value approximates its carrying value given the impairment taken in the third quarter of 2025 and the timing of the annual test.
Fourth Quarter Goodwill Triggering Event
Subsequent to the annual test for our reporting units, the Company performed its ongoing assessment to consider whether events or circumstances had occurred that could more likely than not reduce the fair value of our reporting units below their carrying values. The narrow cushion on the Doors reporting unit, due to the impairment taken in the third quarter of 2025, and the continuation of the previously disclosed macroeconomic uncertainty including sustained softness in North America discretionary residential repair and remodeling activity and increased near-term challenges in North America residential new construction, triggered the Company to perform an interim goodwill impairment test as of December 31, 2025. The fair value of the reporting unit was determined based on an equally weighted combination of the discounted cash flow analysis, or income approach, as well as the Guideline Public Company Method, or a market approach, based on market multiples of comparable companies.
Based on the results of this testing, the Company recorded a $355 million pre-tax non-cash impairment charge, equal to the excess of the Doors reporting unit's carrying value over its fair value, in the fourth quarter of 2025. This charge was recorded in Goodwill impairment charge on the Consolidated Statements of (Loss) Earnings, and was included in the Corporate, Other and Eliminations reporting category. The reduction in fair value for the Doors reporting unit, and corresponding impairment charge, was primarily driven by a further decrease in near-term revenue, including 2026, as a result of the macroeconomic uncertainty.
The most significant assumptions used in the fair value analysis were base year revenue, revenue growth rate, long-term growth rate, adjusted EBITDA margins, discount rate and market multiples under the market approach.
The remaining balance of goodwill for the Doors reporting unit of $380 million as of December 31, 2025 continues to be at risk for future impairment. Continued uncertainty surrounding the macroeconomic factors impacting this reporting unit or changes in the significant assumptions mentioned above, could increase the likelihood of an additional future impairment.
Other Intangible Assets
Other intangible assets consist of the following:
| December 31, 2025 | December 31, 2024 | ||||||||||||||||||||||
| (In millions) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||
| Indefinite-lived trademarks and trade names | $ | 1,197 | $ | — | $ | 1,197 | $ | 1,225 | $ | — | $ | 1,225 | |||||||||||
| Amortizable intangible assets | |||||||||||||||||||||||
| Customer relationships | 1,551 | (431) | 1,120 | 1,570 | (367) | 1,203 | |||||||||||||||||
| Technology | 382 | (241) | 141 | 373 | (199) | 174 | |||||||||||||||||
| Trademarks and trade names | 31 | (7) | 24 | 31 | (4) | 27 | |||||||||||||||||
| Other (a) | 55 | (2) | 53 | 52 | (1) | 51 | |||||||||||||||||
| Total other intangible assets | $ | 3,216 | $ | (681) | $ | 2,535 | $ | 3,251 | $ | (571) | $ | 2,680 | |||||||||||
(a) Other primarily includes emissions rights.
Indefinite-Lived Intangible Assets
Fair values used in testing for potential impairment of our trademarks and trade names are calculated using the relief-from-royalty method by applying an estimated market value royalty rate to the forecasted revenues of the businesses that utilize those assets. The assumed cash flows from this calculation are discounted at a rate based on a market participant discount rate.
As of December 31, 2025, there is one indefinite-lived intangible asset that was at an increased risk of impairment. This asset is used by our Doors segment and had a value of $156 million as of December 31, 2025.
In the third quarter of 2025, we performed an interim impairment test for an indefinite-lived tradename used by our Doors reportable segment, based on the macroeconomic conditions that precipitated the interim goodwill impairment test described above for the third quarter of 2025. As a result of this test, we determined that no impairment existed for the tradename.
Fair value used in testing for potential impairment of our tradename was calculated using the relief-from-royalty method by applying an estimated market value royalty rate to the forecasted revenues of the businesses that utilize that asset. The assumed cash flows from this calculation are discounted at a rate based on a market participant discount rate. None of the assumptions were deemed to be significant.
Also, in the fourth quarter of 2025, we performed an interim impairment test for the indefinite-lived tradename previously tested in the third quarter of 2025, based on the macroeconomic conditions that precipitated the interim goodwill impairment test described above for the fourth quarter of 2025. As a result of this test, the Company recorded a pre-tax non-cash impairment charge of $39 million. This charge was recorded in Intangible assets impairment charge on the Consolidated Statements of (Loss) Earnings and was included in the Corporate, Other and Eliminations reporting category.
Fair value used in testing for potential impairment of our tradename was calculated using the relief-from-royalty method by applying an estimated market value royalty rate to the forecasted revenues of the businesses that utilize that asset. The assumed cash flows from this calculation are discounted at a rate based on a market participant discount rate. None of the assumptions were deemed to be significant.
All remaining indefinite-lived intangible assets substantially exceeded their carrying values as of December 31, 2025. The annual test performed in the fourth quarter of 2025 resulted in no impairment of indefinite-lived intangible assets.
Definite-Lived 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.
Amortization expense for intangible assets for the years ended December 31, 2025, 2024 and 2023 was $148 million, $129 million and $92 million, respectively. In 2024, amortization expenses included $10 million of accelerated amortization related to acquisition-related integration costs. In 2023, amortization expense included $25 million of accelerated amortization related to restructuring actions further explained in Note 13 to the Consolidated Financial Statements.
The estimated amortization expense for intangible assets for the next five years is as follows:
| (In millions) | Amortization | ||||
| 2026 | $ | 134 | |||
| 2027 | $ | 126 | |||
| 2028 | $ | 125 | |||
| 2029 | $ | 110 | |||
| 2030 | $ | 102 | |||
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About Goodwill & Intangibles Disclosures
Goodwill and intangible asset disclosures reveal the premium paid in acquisitions and how management assesses whether that premium retains its value. Since goodwill is no longer amortized under US GAAP, the annual impairment test is the only mechanism that adjusts carrying values downward — making the assumptions behind that test critically important for investors.
Key signals: a history of goodwill impairments suggests management consistently overpays for acquisitions. Watch the gap between reporting unit fair value and carrying amount — when fair value exceeds carrying amount by less than 10-20%, a small decline in business performance could trigger a write-down. For finite-lived intangibles, examine useful life assumptions across customer relationships, technology, and trade names; aggressive estimates inflate near-term earnings. Compare total intangibles-to-total-assets ratios against peers to assess acquisition dependency. Rising goodwill as a percentage of equity can signal balance sheet fragility.