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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 cost	Location	2024		2023		2024		2023
Accelerated depreciation	Cost of sales	$	(1)	$	(23)	$	(8)	$	(46)
Other exit costs	Cost of sales	(1)		(7)		(6)		(15)
Other exit costs	Marketing and administrative expenses	—		—		(1)		(1)
Severance	Other expense, net	1		—		(47)		(25)
Other exit costs	Other expense, net	—		—		—		(1)
Accelerated amortization	Other expense, net	—		(11)		—		(18)
Acquisition-related transaction costs	Other expense, net	(2)		—		(49)		—
Acquisition-related integration costs	Other expense, net	(53)		—		(74)		—
Gain on sale of Santa Clara, California site	Gain on sale of site	—		—		—		189

Total restructuring, acquisition and divestiture-related (costs) gains		$	(56)	$	(41)	$	(185)	$	83


	September 30, 2024
	Acquisition-related Restructuring		Global Composites Restructuring		Protective Packaging Exit		Wabash Facility Closure		European Operating Structure Optimization
Balance at December 31, 2023	$	—	$	12	$	1	$	3	$	6
Restructuring costs	45		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 Exit		Wabash Facility Closure		European Operating Structure Optimization		Composites Strategic Realignment Actions		Roofing Restructuring Actions		Santa Clara Insulation Site
Balance at December 31, 2022	$	—	$	—	$	—	$	1	$	—	$	7
Restructuring costs	61		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