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ACQUISITIONS (Tables) | 6 Months Ended
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Jun. 30, 2025
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Fair Value of Total Purchase Consideration Transferred | The fair value of the total purchase consideration transferred was determined as follows:
(In millions) | Fair Value of Purchase Consideration
Closing cash consideration | $ | 2,935 |
Pre-combination vesting portion of fair value of Masonite outstanding equity awards converted to Owens Corning time vesting RSUs | 35 |
Repayment of Masonite term loan facility | 216 |
Total transaction consideration | $ | 3,186 |
Preliminary Estimated Fair Value Of Common Stock | The fair value of Owens Corning common stock underlying Masonite outstanding equity awards that have been converted into awards with respect to Owens Corning common stock is calculated as follows:
(In millions, except share and per share amounts) | Amount
Number of Masonite stock awards outstanding (a) | 639,608 |
Exchange ratio (b) | 0.7642
Owens Corning equity awards issued for Masonite outstanding equity awards | 488,778 |
10-day weighted average closing share price of Owens Corning common stock (c) | $ | 174.03 |
Fair value of Owens Corning time vesting RSUs issued for Masonite outstanding equity awards | $ | 85 |
Less: Fair value allocated to post-transaction compensation expense | (50) |
Fair value of awards included in transaction consideration | $ | 35 |
(a) Represents the Masonite stock awards that have been converted into Owens Corning equity awards upon completion of the acquisition of Masonite, based on awards outstanding at May 15, 2024. Masonite equity awards include awards issued under various stock incentive plans of Masonite. (b) The exchange rate was determined by the consideration amount divided by the volume weighted average closing sale price of one share of Owens Corning common stock for the ten consecutive trading days ended May 15, 2024, in accordance with the terms of the Arrangement Agreement. (c) The ten-day weighted average closing share price was calculated for the ten consecutive trading days ended May 15, 2024, in accordance with the terms of the Arrangement Agreement.
Preliminary Acquisition Date Fair Value of Net Intangible Assets Acquired, Net Of Liabilities Assumed | The following table summarizes the acquisition date fair value net of measurement period adjustments of net tangible and intangible assets acquired, net of liabilities assumed as part of the Arrangement:
(In millions) | As originally reported | Measurement period adjustments | As adjusted
Cash and cash equivalents | $ | 282 |  | $ | — |  | $ | 282 |
Receivables, net | 330 |  | — |  | 330 |
Inventories | 379 |  | (2) |  | 377 |
Other current assets | 82 |  | (4) |  | 78 |
Property, plant and equipment, net | 861 |  | (3) |  | 858 |
Operating lease right-of-use assets | 253 |  | — |  | 253 |
Intangible assets | 1,579 |  | (221) |  | 1,358 |
Deferred income taxes | 14 |  | — |  | 14 |
Other non-current assets | 91 |  | — |  | 91 |
Total assets | 3,871 |  | (230) |  | 3,641 |
Accounts payable | 196 |  | — |  | 196 |
Current operating lease liabilities | 28 |  | — |  | 28 |
Other current liabilities | 187 |  | 6 |  | 193 |
Long-term debt | 867 |  | — |  | 867 |
Non-current operating lease liabilities | 235 |  | — |  | 235 |
Deferred income taxes | 413 |  | (43) |  | 370 |
Other non-current liabilities | 32 |  | 13 |  | 45 |
Net assets acquired | 1,913 |  | (206) |  | 1,707 |
Non-controlling interest | (35) |  | — |  | (35) |
Goodwill | 1,308 |  | 206 |  | 1,514 |
Total net assets acquired | $ | 3,186 |  | $ | — |  | $ | 3,186 |
(In millions, except useful life amounts) |  | Estimated Useful Life (in years) |  | Estimated Asset Fair Value
Customer relationships |  | 10 - 21 |  | $ | 979 |
Technology |  | 5 |  | 120 |
Trademarks and trade names (indefinite-lived) |  | Indefinite |  | 240 |
Trademarks and trade names |  | 10 |  | 19 |
Identifiable intangible assets, net |  |  |  | $ | 1,358 |
Pro Forma Financial Information | The following table summarizes, on an unaudited pro forma basis, the combined results of operations from continuing operations of the Company for the three and six months ended June 30, 2024, assuming the acquisition had occurred on January 1, 2023.
| Three Months Ended June 30, | Six Months Ended June 30,
(In millions) | 2024 | 2024
Pro Forma net sales from continuing operations | $ | 2,807 |  | $ | 5,414 |
Pro Forma net earnings from continuing operations attributable to Owens Corning | $ | 308 |  | $ | 631 |

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