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ACQUISITIONS (Tables)
6 Months Ended
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 RSUs35 
Repayment of Masonite term loan facility216 
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 awards488,778 
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 reportedMeasurement period adjustmentsAs adjusted
Cash and cash equivalents$282 $— $282 
Receivables, net330 — 330 
Inventories379 (2)377 
Other current assets82 (4)78 
Property, plant and equipment, net861 (3)858 
Operating lease right-of-use assets253 — 253 
Intangible assets1,579 (221)1,358 
Deferred income taxes14 — 14 
Other non-current assets91 — 91 
Total assets3,871 (230)3,641 
Accounts payable196 — 196 
Current operating lease liabilities28 — 28 
Other current liabilities187 193 
Long-term debt867 — 867 
Non-current operating lease liabilities235 — 235 
Deferred income taxes413 (43)370 
Other non-current liabilities32 13 45 
Net assets acquired1,913 (206)1,707 
Non-controlling interest(35)— (35)
Goodwill1,308 206 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)Indefinite240 
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)20242024
Pro Forma net sales from continuing operations$2,807 $5,414 
Pro Forma net earnings from continuing operations attributable to Owens Corning$308 $631