Masco 10-Q 2021-09-30

Filed 2021-10-27. 5 sections, 131K characters. Original on sec.gov · Markdown · JSON

Cover and table of contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2021

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 1-5794

Masco Corporation

(Exact name of Registrant as Specified in its Charter)

Delaware38-1794485
(State or Other Jurisdiction of Incorporation or Organization)(I.R.S. Employer Identification No.)
17450 College Parkway,Livonia,Michigan48152
(Address of Principal Executive Offices)(Zip Code)

(313) 274-7400

(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $1.00 par valueMASNew York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

☐ Yes ☒ No

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

ClassShares Outstanding at September 30, 2021
Common stock, par value $1.00 per share244,087,493

MASCO CORPORATION

INDEX

Page No.
PART I.FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited):
Condensed Consolidated Balance Sheets — as of September 30, 2021 and December 31, 20201
Condensed Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2021 and 20202
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2021 and 20203
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2021 and 20204
Consolidated Statements of Shareholders’ Equity for the Three and Nine Months Ended September 30, 2021 and 20205
Notes to Condensed Consolidated Financial Statements7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 4.Controls and Procedures29
PART II.OTHER INFORMATION30
Item 1.Legal Proceedings30
Item 1A.Risk Factors30
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds30
Item 6.Exhibits31
Signature32

MASCO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

September 30, 2021 and December 31, 2020

(In Millions, Except Share Data)

September 30, 2021December 31, 2020
ASSETS
Current Assets:
Cash and cash investments$854$1,326
Receivables1,3301,138
Prepaid expenses and other113149
Inventories:
Finished goods642552
Raw material357242
Work in process10882
1,1

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Item 1. . Legal Proceedings

Information regarding legal proceedings involving us is set forth in Note P to our condensed consolidated financial statements included in Part I, Item 1 of this Report and is incorporated herein by reference.

Item 1A. . Risk Factors

There have been no material changes to the risk factors of the Company set forth in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2020.

Item 2. . Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information regarding the repurchase of our common stock for the three months ended September 30, 2021 under the 2021 share repurchase authorization:

PeriodTotal Number Of Shares PurchasedAverage Price Paid Per Common ShareTotal Number Of Shares Purchased As Part Of Publicly Announced Plans or ProgramsMaximum Value Of Shares That May Yet Be Purchased Under The Plans Or Programs
7/1/21 - 7/31/21 (A)919,664$—919,664$1,404,421,924
8/1/21 - 8/31/21798,780$61.07798,780$1,355,640,528
9/1/21 - 9/30/211,354,032$58.481,354,032$1,276,454,529
Total for the quarter3,072,476$41.653,072,476$1,276,454,529

(A) In June 2021, we entered into an accelerated stock repurchase transaction whereby we agreed to repurchase a total of $350 million of our common stock with an initial delivery of 5.1 million shares. This transaction was completed in July 2021, at which time we received, at no additional cost, 0.9 million additional shares of our common stock resulting from changes in the volume weighted average stock price of our common stock over the term of the transaction, less a discount.

MASCO CORPORATION

PART II. OTHER INFORMATION, Continued

Item 6. . Exhibits

31a–Certification by Chief Executive Officer Required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31b–Certification by Chief Financial Officer Required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32–Certification Required by Rule 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code
101–The following financial information from Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders' Equity, and (vi) Notes to Condensed Consolidated Financial Statements.
104–Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

MASCO CORPORATION

PART II. OTHER INFORMATION, Concluded

SIGNATURE

Pursuant to the requirements 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
Name:John G. Sznewajs
Title:Vice President, Chief Financial Officer

October 27, 2021