Masco 10-Q 2023-06-30

Filed 2023-07-27. 6 sections, 108K 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 June 30, 2023

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 þ No o

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 þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

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 June 30, 2023
Common stock, par value $1.00 per share224,926,048

MASCO CORPORATION

INDEX

Page
PART I. FINANCIAL INFORMATION
Item 1.Financial Statements (Unaudited):1
Condensed Consolidated Balance Sheets - as of June 30, 2023 and December 31, 20221
Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2023 and 20222
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2023 and 20223
Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2023 and 20224
Condensed Consolidated Statements of Shareholders' Equity for the Three and Six Months Ended June 30, 2023 and 20225
Notes to Condensed Consolidated Financial Statements7
Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations14
Item 4.Controls and Procedures23
PART II. OTHER INFORMATION24
Item 1.Legal Proceedings24
Item 1A.Risk Factors24
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds24
Item 5.Other Information24
Item 6.Exhibits25
Signature26

MASCO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

June 30, 2023 and December 31, 2022

(In Millions, Except Share Data)

June 30, 2023December 31, 2022
ASSETS
Current assets:
Cash and cash investments$380$452

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Item 1. . Legal Proceedings

Information regarding legal proceedings involving us is set forth in Note L 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, 2022.

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 June 30, 2023 under the 2022 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
4/1/23 - 4/30/23517,434$49.32517,434$1,919,001,671
5/1/23 - 5/31/23—$——$1,919,001,671
6/1/23 - 6/30/23—$——$1,919,001,671
Total for the quarter517,434$49.32517,434$1,919,001,671

Item 5. . Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended June 30, 2023, none of our officers or directors adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

MASCO CORPORATION

PART II. OTHER INFORMATION, Continued

Item 6. Exhibits

10.aSeverance and Release Agreement dated May 31, 2023 between Masco Corporation and John G. Sznewajs.
10.bAgreement dated May 31, 2023 between Masco Corporation and John G. Sznewajs.
10.cSeverance and Release Agreement dated July 7, 2023 between Masco Corporation and Richard A. O'Reagan.
31.aCertification by Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
31.bCertification by Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
32Certifications required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.
101The following financial information from Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023, 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 Condensed Consolidated Statements of Shareholders' Equity, and (vi) Notes to Condensed Consolidated Financial Statements.
104Cover 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/ David A. Chaika
David A. Chaika Interim Chief Financial Officer

July 27, 2023