Item 16. Form 10-K Summary
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Item 16. Form 10-K Summary
The optional summary in Item 16 has not been included in this Form 10-K.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| MASCO CORPORATION | ||
| By: | /s/ John G. Sznewajs | |
| John G. Sznewajs Vice President and Chief Financial Officer |
February 9, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.
| Principal Executive Officer: | ||||
| /s/ Keith Allman | President, Chief Executive Officer and Director | |||
| Keith Allman | ||||
| Principal Financial Officer: | ||||
| /s/ John G. Sznewajs | Vice President and Chief Financial Officer | |||
| John G. Sznewajs | ||||
| Principal Accounting Officer: | ||||
| /s/ John P. Lindow | Vice President, Controller and Chief Accounting Officer | |||
| John P. Lindow | ||||
| /s/ J. Michael Losh | Chairman of the Board | |||
| J. Michael Losh | ||||
| /s/ Mark R. Alexander | Director | |||
| Mark R. Alexander | February 9, 2017 | |||
| /s/ Richard A. Manoogian | Chairman Emeritus | |||
| Richard A. Manoogian | ||||
| /s/ Christopher A. O'Herlihy | Director | |||
| Christopher A. O'Herlihy | ||||
| /s/ Donald R. Parfet | Director | |||
| Donald R. Parfet | ||||
| /s/ Lisa A. Payne | Director | |||
| Lisa A. Payne | ||||
| /s/ John C. Plant | Director | |||
| John C. Plant | ||||
| /s/ Reginald M. Turner, Jr. | Director | |||
| Reginald M. Turner, Jr. | ||||
| /s/ Mary Ann Van Lokeren | Director | |||
| Mary Ann Van Lokeren |
MASCO CORPORATION
SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS
for the years ended December 31, 2016, 2015 and 2014
| (In Millions) | ||||||||||||||||||||||
| Column A | Column B | Column C | Column D | Column E | ||||||||||||||||||
| Additions | ||||||||||||||||||||||
| Description | Balance at Beginning of Period | Charged to Costs and Expenses | Charged to Other Accounts | Deductions | Balance at End of Period | |||||||||||||||||
| Allowances for doubtful accounts, deducted from accounts receivable in the balance sheet (d): | ||||||||||||||||||||||
| 2016 | $ | 11 | $ | 4 | $ | — | $ | (4 | ) | (a) | $ | 11 | ||||||||||
| 2015 | $ | 14 | $ | 4 | $ | — | $ | (7 | ) | (a) | $ | 11 | ||||||||||
| 2014 | $ | 22 | $ | 3 | $ | — | $ | (11 | ) | (a) | $ | 14 | ||||||||||
| Valuation allowance on deferred tax assets: | ||||||||||||||||||||||
| 2016 | $ | 49 | $ | 11 | $ | (15 | ) | (b) | $ | — | $ | 45 | ||||||||||
| 2015 | $ | 66 | $ | 36 | $ | (53 | ) | (c) | $ | — | $ | 49 | ||||||||||
| 2014 | $ | 662 | $ | (539 | ) | $ | (57 | ) | (b) | $ | — | $ | 66 |
| (a) | Deductions, representing uncollectible accounts written off, less recoveries of accounts written off in prior years. |
| (b) | Write off $13 million and $55 million of deferred tax assets on certain state and local net operating loss carryforwards against the valuation allowance, during 2016 and 2014, respectively, as it was determined that there was only a remote likelihood that such carryforwards could be utilized; and $2 million adjustment to the valuation allowance was recorded primarily in other comprehensive income (loss) in both 2016 and 2014. |
| (c) | Valuation allowance on deferred tax assets allocated to TopBuild due to its spin off into a separate stand-alone company on June 30, 2015. |
| (d) | Amounts exclude discontinued operations. |
EXHIBIT INDEX
| Exhibit No. | Incorporated By Reference | Filed Herewith | ||||||||||
| Exhibit Description | Form | Exhibit | Filing Date | |||||||||
| 2 | Separation and Distribution Agreement dated June 29, 2015.1 | 8-K | 2.1 | 07/06/2015 | ||||||||
| 3.a | Restated Certificate of Incorporation of Masco Corporation. | 2015 10-K | 3.i | 02/12/2016 | ||||||||
| 3.b | Bylaws of Masco Corporation, as Amended and Restated May 8, 2012. | X | ||||||||||
| 4.a | Indenture dated as of December 1, 1982 between Masco Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee under agreement originally with Morgan Guaranty Trust Company of New York, as Trustee, and Supplemental Indenture thereto dated as of July 26, 1994; and Directors' resolutions establishing Masco Corporation's: | X | ||||||||||
| (i) | 6.625% Debentures Due April 15, 2018; and | 2013 10-K | 4.a.i(i) | 02/14/2014 | ||||||||
| (ii) | 7-3/4% Debentures Due August 1, 2029. | 2014 10-K | 4.a.i(ii) | 02/13/2015 | ||||||||
| 4.b | Indenture dated as of February 12, 2001 between Masco Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee under agreement originally with Bank One Trust Company, National Association, as Trustee, and Supplemental Indenture thereto dated as of November 30, 2006; and Directors' Resolutions establishing Masco Corporation's: | X | ||||||||||
| (i) | 6-1/2% Notes Due August 15, 2032; | 2012 10-K | 4.b.i(i) | 02/15/2013 | ||||||||
| (ii) | 7.125% Notes Due March 15, 2020; | 2015 10-K | 4.b.i(iv) | 02/12/2016 | ||||||||
| (iii) | 5.950% Notes Due March 15, 2022; | X | ||||||||||
| (iv) | 4.450% Notes Due April 1, 2025; | 8-K | 4.1 | 03/23/2015 | ||||||||
| (v) | 3.500% Notes Due April 1, 2021; and | 8-K | 4.1 | 03/16/2016 | ||||||||
| (vi) | 4.375% Notes Due April 1, 2026. | 8-K | 4.2 | 03/16/2016 | ||||||||
| Note 1: | Other instruments, notes or extracts from agreements defining the rights of holders of long-term debt of Masco Corporation or its subsidiaries have not been filed since (i) in each case the total amount of long-term debt permitted thereunder does not exceed 10 percent of Masco Corporation's consolidated assets, and (ii) such instruments, notes and extracts will be furnished by Masco Corporation to the Securities and Exchange Commission upon request. |
| 1 | The schedules to this agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to supplementally furnish to the Securities and Exchange Commission, upon request, a copy of any omitted schedule. |
| Exhibit No. | Incorporated By Reference | Filed Herewith | |||||||||||
| Exhibit Description | Form | Exhibit | Filing Date | ||||||||||
| 10.a.i | Credit Agreement dated as of March 28, 2013 by and among Masco Corporation and Masco Europe S. à r.l. as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, and Royal Bank of Canada, Deutsche Bank Securities, Inc., PNC Bank, National Association, and SunTrust Bank as Co-Documentation Agents. | 8-K | 10 | 04/03/2013 | |||||||||
| 10.a.ii | Amendment No. 1 dated as of May 29, 2015 to Credit Agreement dated as of March 28, 2013 among Masco Corporation and Masco Europe S. à r.l., as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, and Royal Bank of Canada, Deutsche Bank Securities Inc., PNC Bank, National Association, and SunTrust Bank, as Co-Documentation Agents. | 8-K | 10 | 06/04/2015 | |||||||||
| 10.a.iii | Amendment No. 2 dated as of August 28, 2015 to Credit Agreement dated as of March 28, 2013 among Masco Corporation and Masco Europe S. à r.l., as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, and Royal Bank of Canada, Deutsche Bank Securities Inc., PNC Bank, National Association, and SunTrust Bank, as Co-Documentation Agents. | 10-Q | 10 | 10/27/2015 | |||||||||
| Note 2: | Exhibits 10.b through 10.m constitute the management contracts and executive compensatory plans or arrangements in which certain of the Directors and executive officers of the Company participate. | ||||||||||||
| 10.b.i | Masco Corporation 2005 Long Term Stock Incentive Plan (Amended and Restated May 11, 2010): | 2015 10-K | 10.b.i | 02/12/2016 | |||||||||
| (i) | Form of Restricted Stock Award Agreements: | ||||||||||||
| (A) | for awards on or after January 1, 2013; | 2012 10-K | 10.b.i(i)(A) | 02/15/2013 | |||||||||
| (B) | for awards during 2012; | 2012 10-K | 10.b.i(i)(B) | 02/15/2013 | |||||||||
| (C) | for awards prior to 2012; | 2015 10-K | 10.b.i(i)(C) | 02/12/2016 | |||||||||
| (ii) | Form of Stock Option Grant Agreements: | ||||||||||||
| (A) | for grants on or after January 1, 2013; | 2012 10-K | 10.b.i(ii)(A) | 02/15/2013 | |||||||||
| (B) | for grants during 2012; | 2012 10-K | 10.b.i(ii)(B) | 02/15/2013 | |||||||||
| (C) | for grants prior to 2012; and | 2015 10-K | 10.b.i(ii)(C) | 02/12/2016 | |||||||||
| (iii) | Form of Stock Option Grant for Non- Employee Directors. | 2014 10-K | 10.c.i.iv | 02/13/2015 | |||||||||
| 10.b.ii | Non-Employee Directors Equity Program under Masco Corporation's 2005 Long Term Stock Incentive Plan (Amended July 2012): | 2012 10-K | 10.b.ii | 02/15/2013 | |||||||||
| (i) | Form of Restricted Stock Awards. | 2012 10-K | 10.b.ii(i) | 02/15/2013 | |||||||||
| 10.b.iii | Non-Employee Directors Equity Program under Masco Corporation's 2005 Long Term Stock Incentive Plan (Amended October 2010): | 2015 10-K | 10.b.iii | 02/12/2016 |
| Exhibit No. | Incorporated By Reference | Filed Herewith | ||||||||||
| Exhibit Description | Form | Exhibit | Filing Date | |||||||||
| (i) | Form of Restricted Stock Award for awards 2010 through 2012. | 2012 10-K | 10.b.iii(i) | 02/15/2013 | ||||||||
| 10.b.iv | Non-Employee Directors Equity Program under Masco Corporation's 2005 Long Term Stock Incentive Plan (for awards prior to 2010): | 2012 10-K | 10.b.iv | 02/15/2013 | ||||||||
| (i) | Form of Stock Option Grant Agreement. | 2012 10-K | 10.b.iv(ii) | 02/15/2013 | ||||||||
| 10.c.i | Masco Corporation 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016): | 10-Q | 10.a | 07/26/2016 | ||||||||
| (i) | Form of Restricted Stock Award Agreement; and | 8-K | 10.b | 05/06/2014 | ||||||||
| (ii) | Form of Stock Option Grant Agreement. | 8-K | 10.d | 05/06/2014 | ||||||||
| 10.c.ii | Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016): | 10-Q | 10.b | 07/26/2016 | ||||||||
| (i) | Form of Restricted Stock Award Agreement for Non-Employee Directors. | 8-K | 10.c | 05/06/2014 | ||||||||
| 10.d | Forms of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto: | |||||||||||
| (i) | Richard A. Manoogian; | 2015 10-K | 10.d(i) | 02/12/2016 | ||||||||
| (ii) | John G. Sznewajs (includes amendment freezing benefit accruals); and | 2015 10-K | 10.d(ii) | 02/12/2016 | ||||||||
| (iii) | Gerald Volas (includes amendment freezing benefit accruals). | 10-Q | 10.a | 04/28/2015 | ||||||||
| 10.e | Masco Corporation 1997 Non-Employee Directors Stock Plan (as amended and restated October 27, 2005): | 2015 10-K | 10.e | 02/12/2016 | ||||||||
| (i) | Form of Stock Option Grant. | 2015 10-K | 10.e(i) | 02/12/2016 | ||||||||
| 10.f | Other compensatory arrangements for executive officers. | X | ||||||||||
| 10.g | Form of award letter for the Masco Corporation Long-Term Cash Incentive Program. | 2012 10 K | 10.f.(i) | 02/15/2013 | ||||||||
| 10.h | Compensation of Non-Employee Directors. | X | ||||||||||
| 10.i | Masco Corporation Retirement Benefit Restoration Plan effective January 1, 1995 (as amended and restated December 22, 2010), and amendments thereto effective February 6, 2012 and January 1, 2014. | X | ||||||||||
| 10.j.i | Letter Agreement dated June 29, 2009 between Richard A. Manoogian and Masco Corporation. | 2014 10-K | 10.k.i | 02/13/2015 | ||||||||
| 10.j.ii | Aircraft Time Sharing Agreement dated October 1, 2012 between Richard A. Manoogian and Masco Corporation. | 2012 10-K | 10.i.ii | 02/15/2013 | ||||||||
| 10.k | Employment Offer Letter dated October 23, 2014 between Christopher Kastner and Masco Corporation. | 2014 10-K | 10.m | 02/13/2015 | ||||||||
| 10.l | Employment Offer Letter dated November 1, 2014 between Amit Bhargava and Masco Corporation. | 2014 10-K | 10.n | 02/13/2015 |
| Exhibit No. | Incorporated By Reference | Filed Herewith | ||||||||
| Exhibit Description | Form | Exhibit | Filing Date | |||||||
| 10.m | Agreement dated as of June 11, 2015 between Gerald Volas and Masco Corporation. | 8-K | 10 | 06/15/2015 | ||||||
| 10.n | Tax Matters Agreement dated June 29, 2015. | 8-K | 10.1 | 07/06/2015 | ||||||
| 10.o | Transition Services Agreement dated June 29, 2015. | 8-K | 10.2 | 07/06/2015 | ||||||
| 10.p | Employee Matters Agreement dated June 29, 2015. | 8-K | 10.3 | 07/06/2015 | ||||||
| 12 | Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. | X | ||||||||
| 21 | List of Subsidiaries. | X | ||||||||
| 23 | Consent of Independent Registered Public Accounting Firm relating to Masco Corporation's Consolidated Financial Statements and Financial Statement Schedule. | X | ||||||||
| 31.a | Certification by Chief Executive Officer required by Rule 13a-14(a)/15d-14(a). | X | ||||||||
| 31.b | Certification by Chief Financial Officer required by Rule 13a-14(a)/15d-14(a). | X | ||||||||
| 32 | Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code. | X | ||||||||
| 101 | Interactive Date File. | X |
The Company will furnish to its stockholders a copy of any of the above exhibits not included herein upon the written request of such stockholder and the payment to the Company of the reasonable expenses incurred by the Company in furnishing such copy or copies.
Previous: Item 15. Exhibits and Financial Statement Schedules.