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Delaware
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38-1794485
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(State of Incorporation)
|
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(I.R.S. Employer Identification No.)
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17450 College Parkway, Livonia, Michigan
|
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48152
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(Address of Principal Executive Offices)
|
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(Zip Code)
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Title of Each Class
|
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Name of Each Exchange
On Which Registered
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Common Stock, $1.00 par value
|
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New York Stock Exchange, Inc.
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
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Smaller reporting company
o
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(Do not check if a smaller reporting company)
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Emerging growth company
o
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Item 1.
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Business.
|
•
|
To drive the full potential of our core businesses, we continued to pursue sales growth opportunities by introducing new products, enhancing services and penetrating adjacent markets. In addition, we continued to reduce costs and capitalize on synergies across our businesses with standardized operating tools, cost saving initiatives and the implementation of lean principles and process improvements in many areas, including production and functional support processes.
|
•
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We also continued to leverage the collective strength of our enterprise as we developed talent, facilitated operational improvements and realized supply chain efficiencies through strategic sourcing and sharing best practices across all of our functional departments.
|
•
|
We actively managed our portfolio and completed the acquisition of The L.D. Kichler Co. ("Kichler") in 2018, and we remain committed to making selective acquisitions in attractive end markets. In addition, we repurchased over 18 million shares of our common stock and increased our quarterly dividend by 14 percent, which further enhanced value for our shareholders.
|
•
|
The majority of our faucet, sink, bathing and showering products are sold in North America and Europe under the brand names DELTA
®
, BRIZO
®
, PEERLESS
®
, HANSGROHE
®
, AXOR
®
, GINGER
®
, NEWPORT BRASS
®
, BRASSTECH
®
and WALTEC
®
. Our BRISTAN™ and HERITAGE™ products are sold primarily in the United Kingdom. These plumbing products include faucets, showerheads, handheld showers, valves, bath hardware and accessories, bathing units, shower bases and enclosures and toilets. We sell these products to home center and online retailers and to wholesalers and distributors that, in turn, sell them to plumbers, building contractors, remodelers, smaller retailers and consumers.
|
•
|
We manufacture acrylic tubs, bath and shower enclosure units
,
and shower bases and trays
.
Our DELTA, PEERLESS and MIROLIN
®
products are sold primarily to home center retailers in North America. Our MIROLIN products are also sold to wholesalers and distributors in Canada. Our HÜPPE
®
shower enclosures and shower trays are sold through wholesale channels primarily in Europe.
|
•
|
Our spas, exercise pools and fitness systems are manufactured and sold under our HOT SPRING
®
, CALDERA
®
, FREEFLOW SPAS
®
, FANTASY SPAS
®
and
ENDLESS POOLS
®
brands, as well as under other trademarks. Our spa and exercise pools are sold worldwide to independent specialty retailers and distributors and to online mass merchant retailers. Certain exercise pools are also available on a consumer-direct basis in North America and Europe, while our fitness systems are sold through independent specialty retailers as well as on a consumer-direct basis in some areas.
|
•
|
Also included in our Plumbing Products segment are brass
,
copper and composite plumbing system components and other non-decorative plumbing products that are sold to plumbing, heating and hardware wholesalers, home center and online retailers, hardware stores, building supply outlets and other mass merchandisers. These products are marketed primarily in North America under our BRASSCRAFT
®
, PLUMB SHOP
®
, COBRA
®
, COBRA PRO™ and MASTER PLUMBER
®
brands and are also sold under private label.
|
•
|
We also supply high-quality, custom thermoplastic extrusions, extruded plastic profiles and specialized fabrications to manufacturers, distributors and wholesalers for use in diverse applications that include faucets and plumbing supplies, appliances, oil and gas equipment, building products and automotive components.
|
•
|
Many products in our Plumbing Products segment are subject to restrictions on the amount of certain materials and chemicals, including lead and mercury, that can be in the product, and on water flow rates.
|
•
|
Our Decorative Architectural Products segment is subject to requirements relating to the emission of volatile organic compounds, which has required us to reformulate paint products and may require further reformulation in the future.
|
•
|
Our Cabinetry Products segment is also subject to requirements relating to the emission of volatile organic compounds, which may impact our sourcing of particleboard and may require us to install special equipment in manufacturing facilities.
|
•
|
consumer confidence levels;
|
•
|
fluctuations in home prices;
|
•
|
existing home sales;
|
•
|
unemployment and underemployment levels;
|
•
|
consumer income and debt levels;
|
•
|
household formation;
|
•
|
the availability of home equity loans and mortgages and the interest rates for and tax deductibility of such loans;
|
•
|
the availability of skilled tradespeople for repair and remodeling work;
|
•
|
trends in lifestyle and housing design; and
|
•
|
weather and natural disasters.
|
•
|
securities matters;
|
•
|
taxation;
|
•
|
anti-bribery/anti-corruption;
|
•
|
employment matters;
|
•
|
health and safety;
|
•
|
the protection of employees and consumers;
|
•
|
product compliance;
|
•
|
competition practices;
|
•
|
trade, including duties and tariffs;
|
•
|
data privacy and the collection and storage of information; and
|
•
|
climate change and environmental issues.
|
Item 2.
|
Properties.
|
Business Segment
|
|
Manufacturing
|
|
Warehouse and
Distribution
|
||
Plumbing Products
|
|
22
|
|
|
7
|
|
Decorative Architectural Products
|
|
8
|
|
|
18
|
|
Cabinetry Products
|
|
8
|
|
|
4
|
|
Windows and Other Specialty Products
|
|
10
|
|
|
3
|
|
Totals
|
|
48
|
|
|
32
|
|
Business Segment
|
|
Manufacturing
|
|
Warehouse and
Distribution
|
||
Plumbing Products
|
|
10
|
|
|
19
|
|
Decorative Architectural Products
|
|
—
|
|
|
—
|
|
Cabinetry Products
|
|
—
|
|
|
—
|
|
Windows and Other Specialty Products
|
|
9
|
|
|
—
|
|
Totals
|
|
19
|
|
|
19
|
|
Item 3.
|
Legal Proceedings.
|
Item 4.
|
Mine Safety Disclosures.
|
Item 5.
|
Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
|
Period
|
Total Number
of Shares
Purchased
|
|
Average Price
Paid Per
Common Share
|
|
Total Number of
Shares Purchased
as Part of
Publicly Announced
Plans or Programs
|
|
Maximum Value of
Shares That May
Yet Be Purchased
Under the Plans
or Programs
|
||||||
10/1/18 - 10/31/18
|
2,305,692
|
|
|
$
|
32.54
|
|
|
2,305,692
|
|
|
$
|
860,879,098
|
|
11/1/18 - 11/30/18
|
5,635,262
|
|
|
$
|
31.24
|
|
|
5,635,262
|
|
|
$
|
684,831,947
|
|
12/1/18 - 12/31/18
|
1,652,685
|
|
|
$
|
29.79
|
|
|
1,652,685
|
|
|
$
|
635,603,772
|
|
Total for the quarter
|
9,593,639
|
|
|
|
|
9,593,639
|
|
|
$
|
635,603,772
|
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
2018
|
||||||||||
Masco
|
$
|
112.29
|
|
|
$
|
145.52
|
|
|
$
|
164.64
|
|
|
$
|
231.40
|
|
|
$
|
155.74
|
|
S&P 500 Index
|
$
|
113.69
|
|
|
$
|
115.26
|
|
|
$
|
129.05
|
|
|
$
|
157.22
|
|
|
$
|
150.33
|
|
S&P Industrials Index
|
$
|
109.83
|
|
|
$
|
107.04
|
|
|
$
|
127.23
|
|
|
$
|
153.99
|
|
|
$
|
133.53
|
|
S&P Consumer Durables & Apparel Index
|
$
|
109.32
|
|
|
$
|
108.49
|
|
|
$
|
102.19
|
|
|
$
|
121.18
|
|
|
$
|
106.69
|
|
Item 6.
|
Selected Financial Data.
|
|
Dollars in Millions (Except Per Common Share Data)
|
||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Net sales
(1) (2)
|
$
|
8,359
|
|
|
$
|
7,642
|
|
|
$
|
7,361
|
|
|
$
|
7,142
|
|
|
$
|
7,006
|
|
Operating profit
(1) (2) (3)
|
1,211
|
|
|
1,194
|
|
|
1,087
|
|
|
914
|
|
|
721
|
|
|||||
Income from continuing operations attributable to Masco Corporation
(1)(2) (4)
|
734
|
|
|
533
|
|
|
493
|
|
|
357
|
|
|
821
|
|
|||||
Income per common share from continuing operations
(2)
:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Basic
|
$
|
2.38
|
|
|
$
|
1.68
|
|
|
$
|
1.49
|
|
|
$
|
1.04
|
|
|
$
|
2.31
|
|
Diluted
|
2.37
|
|
|
1.66
|
|
|
1.48
|
|
|
1.03
|
|
|
2.28
|
|
|||||
Dividends declared
|
0.450
|
|
|
0.410
|
|
|
0.390
|
|
|
0.370
|
|
|
0.345
|
|
|||||
Dividends paid
|
0.435
|
|
|
0.405
|
|
|
0.385
|
|
|
0.365
|
|
|
0.330
|
|
|||||
At December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Total assets
(2) (5)
|
$
|
5,393
|
|
|
$
|
5,534
|
|
|
$
|
5,164
|
|
|
$
|
5,664
|
|
|
$
|
7,208
|
|
Long-term debt
(5)
|
2,971
|
|
|
2,969
|
|
|
2,995
|
|
|
2,403
|
|
|
2,919
|
|
|||||
Shareholders' equity (deficit)
(2) (6)
|
69
|
|
|
183
|
|
|
(96
|
)
|
|
58
|
|
|
1,128
|
|
(1)
|
Amounts exclude discontinued operations in the year 2014 and 2015.
|
(2)
|
Net sales, operating profit, income from continuing operations attributable to Masco Corporation, income per common share from continuing operations, total assets and shareholder's equity for 2014 and 2015 have not been recast for the impact of the adoption of Accounting Standards Codification 606. Refer to Note A to the consolidated financial statements for further information on the adoption of this standard.
|
(3)
|
Operating profit for 2014 and 2015 has not been recast for the impact of the adoption of Accounting Standards Update ("ASU") 2017-07, "Compensation-Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost." Refer to Note A to the consolidated financial statements for further information on the adoption of this standard.
|
(4)
|
The year 2014 includes a $529 million tax benefit from the release of the valuation allowance on deferred tax assets.
|
(5)
|
Total assets and long-term debt for 2014 has not been recast for the impact of the adoption of ASU 2015‑03 “Interest - Imputation of Interest (Subtopic 835-30) - Simplifying the Presentation of Debt Issuance Costs,” as amended by Accounting Standards Update 2015-15, which required the reclassification of certain debt issuance costs from an asset to a liability.
|
(6)
|
The decrease in shareholder's equity from 2014 to 2015 relates primarily to the spin off of TopBuild Corp.
|
Item 7.
|
Management's Discussion and Analysis of Financial Condition and Results of Operations.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net cash from operating activities
|
$
|
1,032
|
|
|
$
|
751
|
|
|
$
|
789
|
|
Retirement of notes
|
(114
|
)
|
|
(535
|
)
|
|
(1,300
|
)
|
|||
Purchase of Company common stock
|
(654
|
)
|
|
(331
|
)
|
|
(459
|
)
|
|||
Cash dividends paid
|
(134
|
)
|
|
(129
|
)
|
|
(128
|
)
|
|||
Dividends paid to noncontrolling interest
|
(89
|
)
|
|
(35
|
)
|
|
(31
|
)
|
|||
Capital expenditures
|
(219
|
)
|
|
(173
|
)
|
|
(180
|
)
|
|||
Debt extinguishment costs
|
—
|
|
|
(104
|
)
|
|
(40
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(549
|
)
|
|
(89
|
)
|
|
—
|
|
|||
Issuance of notes, net of issuance costs
|
—
|
|
|
593
|
|
|
889
|
|
|||
Employee withholding taxes paid on stock-based compensation
|
(42
|
)
|
|
(33
|
)
|
|
(40
|
)
|
|||
Proceeds from disposition of:
|
|
|
|
|
|
|
|
|
|||
Businesses, net of cash disposed
|
—
|
|
|
128
|
|
|
—
|
|
|||
Property and equipment
|
14
|
|
|
24
|
|
|
—
|
|
|||
Financial investments
|
5
|
|
|
7
|
|
|
32
|
|
|||
Decrease in debt, net
|
(1
|
)
|
|
(3
|
)
|
|
(1
|
)
|
|||
Proceeds of short-term bank deposits, net
|
108
|
|
|
112
|
|
|
40
|
|
|||
Effect of exchange rate changes on cash and cash investments
|
4
|
|
|
55
|
|
|
(34
|
)
|
|||
Other, net
|
4
|
|
|
(34
|
)
|
|
(15
|
)
|
|||
Cash (decrease) increase
|
$
|
(635
|
)
|
|
$
|
204
|
|
|
$
|
(478
|
)
|
|
At December 31,
|
||||
|
2018
|
|
2017
|
||
Receivable days
|
53
|
|
|
51
|
|
Inventory days
|
64
|
|
|
59
|
|
Accounts Payable days
|
71
|
|
|
72
|
|
Working capital (receivables plus inventories, less accounts payable) as a percentage of net sales
|
14.0
|
%
|
|
13.4
|
%
|
|
Year Ended
December 31
|
||||||
|
2018
|
|
2017
|
||||
Net sales, as reported
|
$
|
8,359
|
|
|
$
|
7,642
|
|
Acquisitions
|
(377
|
)
|
|
—
|
|
||
Divestitures
|
—
|
|
|
(72
|
)
|
||
Net sales, excluding acquisitions and divestitures
|
7,982
|
|
|
7,570
|
|
||
Currency translation
|
(47
|
)
|
|
—
|
|
||
Net sales, excluding acquisitions, divestitures and the effect of currency translation
|
$
|
7,935
|
|
|
$
|
7,570
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating profit, as reported
|
$
|
1,211
|
|
|
$
|
1,194
|
|
|
$
|
1,087
|
|
Rationalization charges
|
14
|
|
|
4
|
|
|
22
|
|
|||
Kichler inventory step up adjustment
|
40
|
|
|
—
|
|
|
—
|
|
|||
Operating profit, as adjusted
|
$
|
1,265
|
|
|
$
|
1,198
|
|
|
$
|
1,109
|
|
Operating profit margins, as reported
|
14.5
|
%
|
|
15.6
|
%
|
|
14.8
|
%
|
|||
Operating profit margins, as adjusted
|
15.1
|
%
|
|
15.7
|
%
|
|
15.1
|
%
|
|
|
|
|
|
|
|
Percent
Change
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018 vs.
2017
|
|
2017 vs.
2016
|
||||||||
Net Sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Plumbing Products
|
$
|
3,998
|
|
|
$
|
3,732
|
|
|
$
|
3,529
|
|
|
7
|
%
|
|
6
|
%
|
Decorative Architectural Products
|
2,656
|
|
|
2,206
|
|
|
2,092
|
|
|
20
|
%
|
|
5
|
%
|
|||
Cabinetry Products
|
950
|
|
|
934
|
|
|
970
|
|
|
2
|
%
|
|
(4
|
)%
|
|||
Windows and Other Specialty Products
|
755
|
|
|
770
|
|
|
770
|
|
|
(2
|
)%
|
|
—
|
%
|
|||
Total
|
$
|
8,359
|
|
|
$
|
7,642
|
|
|
$
|
7,361
|
|
|
9
|
%
|
|
4
|
%
|
North America
|
$
|
6,763
|
|
|
$
|
6,067
|
|
|
$
|
5,838
|
|
|
11
|
%
|
|
4
|
%
|
International, principally Europe
|
1,596
|
|
|
1,575
|
|
|
1,523
|
|
|
1
|
%
|
|
3
|
%
|
|||
Total
|
$
|
8,359
|
|
|
$
|
7,642
|
|
|
$
|
7,361
|
|
|
9
|
%
|
|
4
|
%
|
|
2018
|
|
2017
|
|
2016
|
||||||
Operating Profit (Loss): (A)
|
|
|
|
|
|
|
|
|
|||
Plumbing Products
|
$
|
715
|
|
|
$
|
702
|
|
|
$
|
654
|
|
Decorative Architectural Products
|
456
|
|
|
438
|
|
|
433
|
|
|||
Cabinetry Products
|
86
|
|
|
92
|
|
|
97
|
|
|||
Windows and Other Specialty Products
|
34
|
|
|
54
|
|
|
(3
|
)
|
|||
Total
|
$
|
1,291
|
|
|
$
|
1,286
|
|
|
$
|
1,181
|
|
|
|
|
|
|
|
||||||
North America
|
$
|
1,094
|
|
|
$
|
1,080
|
|
|
$
|
973
|
|
International, principally Europe
|
197
|
|
|
206
|
|
|
208
|
|
|||
Total
|
1,291
|
|
|
1,286
|
|
|
1,181
|
|
|||
General corporate expense, net
|
(80
|
)
|
|
(92
|
)
|
|
(94
|
)
|
|||
Total operating profit
|
$
|
1,211
|
|
|
$
|
1,194
|
|
|
$
|
1,087
|
|
|
2018
|
|
2017
|
|
2016
|
|||
Operating Profit (Loss) Margin: (A)
|
|
|
|
|
|
|
|
|
Plumbing Products
|
17.9
|
%
|
|
18.8
|
%
|
|
18.5
|
%
|
Decorative Architectural Products
|
17.2
|
%
|
|
19.9
|
%
|
|
20.7
|
%
|
Cabinetry Products
|
9.1
|
%
|
|
9.9
|
%
|
|
10.0
|
%
|
Windows and Other Specialty Products
|
4.5
|
%
|
|
7.0
|
%
|
|
(0.4
|
)%
|
|
|
|
|
|
|
|||
North America
|
16.2
|
%
|
|
17.8
|
%
|
|
16.7
|
%
|
International, principally Europe
|
12.3
|
%
|
|
13.1
|
%
|
|
13.7
|
%
|
Total
|
15.4
|
%
|
|
16.8
|
%
|
|
16.0
|
%
|
|
|
|
|
|
|
|||
Total operating profit margin, as reported
|
14.5
|
%
|
|
15.6
|
%
|
|
14.8
|
%
|
(A)
|
Before general corporate expense, net; refer to Note P to the consolidated financial statements for additional information.
|
|
Payments Due by Period
|
||||||||||||||||||||||
|
2019
|
|
2020-2021
|
|
2022-2023
|
|
Beyond
2023
|
|
Other
|
|
Total
|
||||||||||||
Debt
(A)
|
$
|
8
|
|
|
$
|
605
|
|
|
$
|
332
|
|
|
$
|
2,054
|
|
|
$
|
—
|
|
|
$
|
2,999
|
|
Interest
(A)
|
148
|
|
|
267
|
|
|
209
|
|
|
676
|
|
|
—
|
|
|
1,300
|
|
||||||
Operating leases
|
55
|
|
|
87
|
|
|
50
|
|
|
99
|
|
|
—
|
|
|
291
|
|
||||||
Currently payable income taxes
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
|
||||||
Private equity funds
(B)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
4
|
|
||||||
Purchase commitments
(C)
|
258
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
258
|
|
||||||
Uncertain tax positions, including interest and penalties
(D)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
67
|
|
|
67
|
|
||||||
Total
|
$
|
480
|
|
|
$
|
959
|
|
|
$
|
591
|
|
|
$
|
2,829
|
|
|
$
|
71
|
|
|
$
|
4,930
|
|
(A)
|
We assume that all debt would be held to maturity. Amounts include capital lease obligations.
|
(B)
|
There is no schedule for the capital commitments to the private equity funds; accordingly, we are unable to make a reasonable estimate as to when capital commitments may be paid.
|
(C)
|
Excludes contracts that do not require volume commitments and open or pending purchase orders.
|
(D)
|
Due to the high degree of uncertainty regarding the timing of future cash outflows associated with uncertain tax positions, we are unable to make a reasonable estimate for the year in which cash settlements may occur with applicable tax authorities.
|
Item 8.
|
Financial Statements and Supplementary Data.
|
|
2018
|
|
2017
|
||||
ASSETS
|
|
|
|
|
|
||
Current Assets:
|
|
|
|
|
|
||
Cash and cash investments
|
$
|
559
|
|
|
$
|
1,194
|
|
Short-term bank deposits
|
—
|
|
|
108
|
|
||
Receivables
|
1,153
|
|
|
1,066
|
|
||
Inventories
|
946
|
|
|
784
|
|
||
Prepaid expenses and other
|
108
|
|
|
111
|
|
||
Total current assets
|
2,766
|
|
|
3,263
|
|
||
Property and equipment, net
|
1,223
|
|
|
1,129
|
|
||
Goodwill
|
898
|
|
|
841
|
|
||
Other intangible assets, net
|
406
|
|
|
187
|
|
||
Other assets
|
100
|
|
|
114
|
|
||
Total assets
|
$
|
5,393
|
|
|
$
|
5,534
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
||||
Current Liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
926
|
|
|
$
|
824
|
|
Notes payable
|
8
|
|
|
116
|
|
||
Accrued liabilities
|
750
|
|
|
727
|
|
||
Total current liabilities
|
1,684
|
|
|
1,667
|
|
||
Long-term debt
|
2,971
|
|
|
2,969
|
|
||
Other liabilities
|
669
|
|
|
715
|
|
||
Total liabilities
|
5,324
|
|
|
5,351
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note T)
|
|
|
|
||||
|
|
|
|
||||
EQUITY
|
|
|
|
||||
Masco Corporation's shareholders' equity:
Common shares, par value $1 per share
Authorized shares: 1,400,000,000;
Issued and outstanding: 2018 – 293,900,000; 2017 – 310,400,000
|
294
|
|
|
310
|
|
||
Preferred shares authorized: 1,000,000;
Issued and outstanding: 2018 and 2017 – None
|
—
|
|
|
—
|
|
||
Paid-in capital
|
—
|
|
|
—
|
|
||
Retained deficit
|
(278
|
)
|
|
(298
|
)
|
||
Accumulated other comprehensive loss
|
(127
|
)
|
|
(65
|
)
|
||
Total Masco Corporation's shareholders' deficit
|
(111
|
)
|
|
(53
|
)
|
||
Noncontrolling interest
|
180
|
|
|
236
|
|
||
Total equity
|
69
|
|
|
183
|
|
||
Total liabilities and equity
|
$
|
5,393
|
|
|
$
|
5,534
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net sales
|
$
|
8,359
|
|
|
$
|
7,642
|
|
|
$
|
7,361
|
|
Cost of sales
|
5,670
|
|
|
5,030
|
|
|
4,899
|
|
|||
Gross profit
|
2,689
|
|
|
2,612
|
|
|
2,462
|
|
|||
Selling, general and administrative expenses
|
1,478
|
|
|
1,418
|
|
|
1,375
|
|
|||
Operating profit
|
1,211
|
|
|
1,194
|
|
|
1,087
|
|
|||
Other income (expense), net:
|
|
|
|
|
|
|
|
|
|||
Interest expense
|
(156
|
)
|
|
(278
|
)
|
|
(229
|
)
|
|||
Other, net
|
(13
|
)
|
|
(32
|
)
|
|
(26
|
)
|
|||
|
(169
|
)
|
|
(310
|
)
|
|
(255
|
)
|
|||
Income before income taxes
|
1,042
|
|
|
884
|
|
|
832
|
|
|||
Income tax expense
|
258
|
|
|
304
|
|
|
296
|
|
|||
Net income
|
784
|
|
|
580
|
|
|
536
|
|
|||
Less: Net income attributable to noncontrolling interest
|
50
|
|
|
47
|
|
|
43
|
|
|||
Net income attributable to Masco Corporation
|
$
|
734
|
|
|
$
|
533
|
|
|
$
|
493
|
|
|
|
|
|
|
|
||||||
Income per common share attributable to Masco Corporation:
|
|
|
|
|
|
|
|||||
Basic:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
2.38
|
|
|
$
|
1.68
|
|
|
$
|
1.49
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
2.37
|
|
|
$
|
1.66
|
|
|
$
|
1.48
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Net income
|
$
|
784
|
|
|
$
|
580
|
|
|
$
|
536
|
|
Less: Net income attributable to noncontrolling interest
|
50
|
|
|
47
|
|
|
43
|
|
|||
Net income attributable to Masco Corporation
|
$
|
734
|
|
|
$
|
533
|
|
|
$
|
493
|
|
Other comprehensive (loss) income, net of tax (Note O):
|
|
|
|
|
|
|
|
|
|||
Cumulative translation adjustment
|
$
|
(31
|
)
|
|
$
|
133
|
|
|
$
|
(78
|
)
|
Interest rate swaps
|
2
|
|
|
3
|
|
|
1
|
|
|||
Pension and other post-retirement benefits
|
9
|
|
|
63
|
|
|
(15
|
)
|
|||
Realized loss on available-for-sale securities
|
—
|
|
|
—
|
|
|
12
|
|
|||
Other comprehensive (loss) income, net of tax
|
(20
|
)
|
|
199
|
|
|
(80
|
)
|
|||
Less: Other comprehensive (loss) income attributable to the noncontrolling interest:
|
|
|
|
|
|
|
|
|
|||
Cumulative translation adjustment
|
$
|
(15
|
)
|
|
$
|
28
|
|
|
$
|
(10
|
)
|
Pension and other post-retirement benefits
|
(2
|
)
|
|
1
|
|
|
—
|
|
|||
|
(17
|
)
|
|
29
|
|
|
(10
|
)
|
|||
Other comprehensive (loss) income attributable to Masco Corporation
|
$
|
(3
|
)
|
|
$
|
170
|
|
|
$
|
(70
|
)
|
Total comprehensive income
|
$
|
764
|
|
|
$
|
779
|
|
|
$
|
456
|
|
Less: Total comprehensive income attributable to noncontrolling interest
|
33
|
|
|
76
|
|
|
33
|
|
|||
Total comprehensive income attributable to Masco Corporation
|
$
|
731
|
|
|
$
|
703
|
|
|
$
|
423
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Net income
|
$
|
784
|
|
|
$
|
580
|
|
|
$
|
536
|
|
Depreciation and amortization
|
156
|
|
|
127
|
|
|
134
|
|
|||
Display amortization
|
21
|
|
|
25
|
|
|
25
|
|
|||
Deferred income taxes
|
4
|
|
|
13
|
|
|
130
|
|
|||
Employee withholding taxes paid on stock-based compensation
|
42
|
|
|
33
|
|
|
40
|
|
|||
Gain on disposition of investments, net
|
(4
|
)
|
|
(4
|
)
|
|
(4
|
)
|
|||
Loss on disposition of businesses, net
|
—
|
|
|
13
|
|
|
—
|
|
|||
Pension and other postretirement benefits
|
(47
|
)
|
|
(38
|
)
|
|
(78
|
)
|
|||
Impairment of financial investments
|
—
|
|
|
2
|
|
|
—
|
|
|||
Stock-based compensation
|
27
|
|
|
38
|
|
|
29
|
|
|||
Increase in receivables
|
(46
|
)
|
|
(140
|
)
|
|
(132
|
)
|
|||
Increase in inventories
|
(11
|
)
|
|
(78
|
)
|
|
(37
|
)
|
|||
Increase in accounts payable and accrued liabilities, net
|
108
|
|
|
67
|
|
|
79
|
|
|||
Debt extinguishment costs
|
—
|
|
|
104
|
|
|
40
|
|
|||
Other, net
|
(2
|
)
|
|
9
|
|
|
27
|
|
|||
Net cash from operating activities
|
1,032
|
|
|
751
|
|
|
789
|
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Retirement of notes
|
(114
|
)
|
|
(535
|
)
|
|
(1,300
|
)
|
|||
Purchase of Company common stock
|
(654
|
)
|
|
(331
|
)
|
|
(459
|
)
|
|||
Cash dividends paid
|
(134
|
)
|
|
(129
|
)
|
|
(128
|
)
|
|||
Dividends paid to noncontrolling interest
|
(89
|
)
|
|
(35
|
)
|
|
(31
|
)
|
|||
Issuance of notes, net of issuance costs
|
—
|
|
|
593
|
|
|
889
|
|
|||
Debt extinguishment costs
|
—
|
|
|
(104
|
)
|
|
(40
|
)
|
|||
Increase in debt
|
—
|
|
|
2
|
|
|
3
|
|
|||
Issuance of Company common stock
|
—
|
|
|
—
|
|
|
1
|
|
|||
Proceeds from the exercise of stock options
|
14
|
|
|
—
|
|
|
—
|
|
|||
Employee withholding taxes paid on stock-based compensation
|
(42
|
)
|
|
(33
|
)
|
|
(40
|
)
|
|||
Payment of debt
|
(1
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
Net cash for financing activities
|
(1,020
|
)
|
|
(577
|
)
|
|
(1,109
|
)
|
|||
|
|
|
|
|
|
||||||
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|||
Capital expenditures
|
(219
|
)
|
|
(173
|
)
|
|
(180
|
)
|
|||
Acquisition of businesses, net of cash acquired
|
(549
|
)
|
|
(89
|
)
|
|
—
|
|
|||
Proceeds from disposition of:
|
|
|
|
|
|
|
|
|
|||
Businesses, net of cash disposed
|
—
|
|
|
128
|
|
|
—
|
|
|||
Short-term bank deposits
|
108
|
|
|
218
|
|
|
251
|
|
|||
Property and equipment
|
14
|
|
|
24
|
|
|
—
|
|
|||
Other financial investments
|
5
|
|
|
7
|
|
|
32
|
|
|||
Purchases of short-term bank deposits
|
—
|
|
|
(106
|
)
|
|
(211
|
)
|
|||
Other, net
|
(10
|
)
|
|
(34
|
)
|
|
(16
|
)
|
|||
Net cash for investing activities
|
(651
|
)
|
|
(25
|
)
|
|
(124
|
)
|
|||
Effect of exchange rate changes on cash and cash investments
|
4
|
|
|
55
|
|
|
(34
|
)
|
|||
|
|
|
|
|
|
||||||
CASH AND CASH INVESTMENTS:
|
|
|
|
|
|
|
|
|
|||
(Decrease) increase for the year
|
(635
|
)
|
|
204
|
|
|
(478
|
)
|
|||
At January 1
|
1,194
|
|
|
990
|
|
|
1,468
|
|
|||
At December 31
|
$
|
559
|
|
|
$
|
1,194
|
|
|
$
|
990
|
|
|
Total
|
|
Common
Shares
($1 par value)
|
|
Paid-In
Capital
|
|
Retained
Earnings (Deficit)
|
|
Accumulated
Other
Comprehensive
(Loss) Income
|
|
Noncontrolling
Interest
|
||||||||||||
Balance, January 1, 2016
|
$
|
58
|
|
|
$
|
330
|
|
|
$
|
—
|
|
|
$
|
(300
|
)
|
|
$
|
(165
|
)
|
|
$
|
193
|
|
Cumulative effect of adoption of new revenue recognition accounting standard
|
5
|
|
|
|
|
|
|
|
|
5
|
|
|
|
|
|
|
|
||||||
Balance, January 1, 2016
|
63
|
|
|
330
|
|
|
—
|
|
|
(295
|
)
|
|
(165
|
)
|
|
193
|
|
||||||
Total comprehensive income (loss)
|
456
|
|
|
|
|
|
|
|
|
493
|
|
|
(70
|
)
|
|
33
|
|
||||||
Shares issued
|
(24
|
)
|
|
3
|
|
|
(27
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Shares retired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Repurchased
|
(459
|
)
|
|
(15
|
)
|
|
(14
|
)
|
|
(430
|
)
|
|
|
|
|
|
|
||||||
Surrendered (non-cash)
|
(14
|
)
|
|
|
|
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
||||||
Cash dividends declared
|
(128
|
)
|
|
|
|
|
|
|
|
(128
|
)
|
|
|
|
|
|
|
||||||
Dividends paid to noncontrolling interest
|
(31
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(31
|
)
|
||||||
Stock-based compensation
|
41
|
|
|
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance, December 31, 2016
|
$
|
(96
|
)
|
|
$
|
318
|
|
|
$
|
—
|
|
|
$
|
(374
|
)
|
|
$
|
(235
|
)
|
|
$
|
195
|
|
Total comprehensive income
|
779
|
|
|
|
|
|
|
|
|
533
|
|
|
170
|
|
|
76
|
|
||||||
Shares issued
|
(19
|
)
|
|
2
|
|
|
(21
|
)
|
|
|
|
|
|
|
|
|
|
||||||
Shares retired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repurchased
|
(331
|
)
|
|
(9
|
)
|
|
(8
|
)
|
|
(314
|
)
|
|
|
|
|
|
|
||||||
Surrendered (non-cash)
|
(15
|
)
|
|
(1
|
)
|
|
|
|
|
(14
|
)
|
|
|
|
|
|
|
||||||
Cash dividends declared
|
(129
|
)
|
|
|
|
|
|
|
|
(129
|
)
|
|
|
|
|
|
|
||||||
Dividends paid to noncontrolling interest
|
(35
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(35
|
)
|
||||||
Stock-based compensation
|
29
|
|
|
|
|
|
29
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance, December 31, 2017
|
$
|
183
|
|
|
$
|
310
|
|
|
$
|
—
|
|
|
$
|
(298
|
)
|
|
$
|
(65
|
)
|
|
$
|
236
|
|
Reclassification of disproportionate tax effects (Refer to Note A)
|
—
|
|
|
|
|
|
|
|
|
59
|
|
|
(59
|
)
|
|
|
|
||||||
Total comprehensive income (loss)
|
764
|
|
|
|
|
|
|
|
|
734
|
|
|
(3
|
)
|
|
33
|
|
||||||
Shares issued
|
(9
|
)
|
|
3
|
|
|
(4
|
)
|
|
(8
|
)
|
|
|
|
|
|
|
||||||
Shares retired:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Repurchased
|
(654
|
)
|
|
(19
|
)
|
|
(26
|
)
|
|
(609
|
)
|
|
|
|
|
|
|
||||||
Surrendered (non-cash)
|
(19
|
)
|
|
|
|
|
|
|
|
(19
|
)
|
|
|
|
|
|
|
||||||
Cash dividends declared
|
(137
|
)
|
|
|
|
|
|
|
|
(137
|
)
|
|
|
|
|
|
|
||||||
Dividends paid to noncontrolling interest
|
(89
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(89
|
)
|
||||||
Stock-based compensation
|
30
|
|
|
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
||||||
Balance, December 31, 2018
|
$
|
69
|
|
|
$
|
294
|
|
|
$
|
—
|
|
|
$
|
(278
|
)
|
|
$
|
(127
|
)
|
|
$
|
180
|
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
Net Sales
|
|
Operating
Profit (Loss)
|
||||||||||||
|
As Reported
|
|
As Recast
|
|
As Reported
|
|
As Recast
|
||||||||
Operations by segment:
|
|
|
|
|
|
|
|
||||||||
Plumbing Products
|
$
|
3,526
|
|
|
$
|
3,529
|
|
|
$
|
642
|
|
|
$
|
654
|
|
Decorative Architectural Products
|
2,092
|
|
|
2,092
|
|
|
430
|
|
|
433
|
|
||||
Cabinetry Products
|
970
|
|
|
970
|
|
|
93
|
|
|
97
|
|
||||
Windows and Other Specialty Products
|
769
|
|
|
770
|
|
|
(3
|
)
|
|
(3
|
)
|
||||
Total
|
$
|
7,357
|
|
|
$
|
7,361
|
|
|
1,162
|
|
|
1,181
|
|
||
General corporate expense, net
|
|
|
|
|
(109
|
)
|
|
(94
|
)
|
||||||
Operating profit
|
|
|
|
|
$
|
1,053
|
|
|
$
|
1,087
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
Year Ended
December 31, 2016
|
||||||||||
|
|
|
|
|
As Reported
|
|
As Recast
|
||||||||
Net income attributable to Masco Corporation
|
|
|
|
|
$
|
491
|
|
|
$
|
493
|
|
||||
Income per common share attributable to Masco Corporation:
|
|
|
|
|
|||||||||||
Basic:
|
|
|
|
|
$
|
1.49
|
|
|
$
|
1.49
|
|
||||
Diluted:
|
|
|
|
|
$
|
1.47
|
|
|
$
|
1.48
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
Net Sales
|
|
Operating
Profit (Loss)
|
||||||||||||
|
As Reported
|
|
As Recast
|
|
As Reported
|
|
As Recast
|
||||||||
Operations by segment:
|
|
|
|
|
|
|
|
||||||||
Plumbing Products
|
$
|
3,735
|
|
|
$
|
3,732
|
|
|
$
|
698
|
|
|
$
|
702
|
|
Decorative Architectural Products
|
2,205
|
|
|
2,206
|
|
|
434
|
|
|
438
|
|
||||
Cabinetry Products
|
934
|
|
|
934
|
|
|
90
|
|
|
92
|
|
||||
Windows and Other Specialty Products
|
770
|
|
|
770
|
|
|
52
|
|
|
54
|
|
||||
Total
|
$
|
7,644
|
|
|
$
|
7,642
|
|
|
1,274
|
|
|
1,286
|
|
||
General corporate expense, net
|
|
|
|
|
(105
|
)
|
|
(92
|
)
|
||||||
Operating profit
|
|
|
|
|
$
|
1,169
|
|
|
$
|
1,194
|
|
||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
Year Ended
December 31, 2017
|
||||||||||
|
|
|
|
|
As Reported
|
|
As Recast
|
||||||||
Net income attributable to Masco Corporation
|
|
|
|
|
$
|
533
|
|
|
$
|
533
|
|
||||
Income per common share attributable to Masco Corporation:
|
|
|
|
|
|||||||||||
Basic:
|
|
|
|
|
$
|
1.68
|
|
|
$
|
1.68
|
|
||||
Diluted:
|
|
|
|
|
$
|
1.66
|
|
|
$
|
1.66
|
|
|
Initial
|
|
Revised
|
||||
Receivables
|
$
|
101
|
|
|
$
|
100
|
|
Inventories
|
173
|
|
|
166
|
|
||
Prepaid expenses and other
|
5
|
|
|
5
|
|
||
Property and equipment
|
33
|
|
|
33
|
|
||
Goodwill
|
46
|
|
|
64
|
|
||
Other intangible assets
|
243
|
|
|
240
|
|
||
Accounts payable
|
(24
|
)
|
|
(24
|
)
|
||
Accrued liabilities
|
(25
|
)
|
|
(30
|
)
|
||
Other liabilities
|
(4
|
)
|
|
(5
|
)
|
||
Total
|
$
|
548
|
|
|
$
|
549
|
|
|
Year Ended December 31, 2018
|
||||||||||||||||||
|
Plumbing Products
|
|
Decorative Architectural Products
|
|
Cabinetry Products
|
|
Windows and Other Specialty Products
|
|
Total
|
||||||||||
Primary geographic markets:
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
2,552
|
|
|
$
|
2,656
|
|
|
$
|
950
|
|
|
$
|
605
|
|
|
$
|
6,763
|
|
International, principally Europe
|
1,446
|
|
|
—
|
|
|
—
|
|
|
150
|
|
|
1,596
|
|
|||||
Total
|
$
|
3,998
|
|
|
$
|
2,656
|
|
|
$
|
950
|
|
|
$
|
755
|
|
|
$
|
8,359
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
Plumbing Products
|
|
Decorative Architectural Products
|
|
Cabinetry Products
|
|
Windows and Other Specialty Products
|
|
Total
|
||||||||||
Primary geographic markets:
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
2,362
|
|
|
$
|
2,206
|
|
|
$
|
891
|
|
|
$
|
608
|
|
|
$
|
6,067
|
|
International, principally Europe
|
1,370
|
|
|
—
|
|
|
43
|
|
|
162
|
|
|
1,575
|
|
|||||
Total
|
$
|
3,732
|
|
|
$
|
2,206
|
|
|
$
|
934
|
|
|
$
|
770
|
|
|
$
|
7,642
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Plumbing Products
|
|
Decorative Architectural Products
|
|
Cabinetry Products
|
|
Windows and Other Specialty Products
|
|
Total
|
||||||||||
Primary geographic markets:
|
|
|
|
|
|
|
|
|
|
||||||||||
North America
|
$
|
2,238
|
|
|
$
|
2,092
|
|
|
$
|
908
|
|
|
$
|
600
|
|
|
$
|
5,838
|
|
International, principally Europe
|
1,291
|
|
|
—
|
|
|
62
|
|
|
170
|
|
|
1,523
|
|
|||||
Total
|
$
|
3,529
|
|
|
$
|
2,092
|
|
|
$
|
970
|
|
|
$
|
770
|
|
|
$
|
7,361
|
|
|
(In Millions)
At December 31
|
||||||
|
2018
|
|
2017
|
||||
Finished goods
|
$
|
520
|
|
|
$
|
402
|
|
Raw materials
|
325
|
|
|
277
|
|
||
Work in process
|
101
|
|
|
105
|
|
||
Total
|
$
|
946
|
|
|
$
|
784
|
|
|
Year Ended December 31,
|
||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Foreign currency contracts:
|
|
|
|
|
|
|
|
|
|||
Exchange contracts
|
$
|
1
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
Forward contracts
|
—
|
|
|
1
|
|
|
—
|
|
|||
Metals contracts
|
—
|
|
|
—
|
|
|
5
|
|
|||
Interest rate swaps
|
(2
|
)
|
|
(4
|
)
|
|
(2
|
)
|
|||
Total
|
$
|
(1
|
)
|
|
$
|
(4
|
)
|
|
$
|
3
|
|
|
At December 31, 2018
|
||||||
|
Notional Amount
|
|
Balance Sheet
|
||||
Foreign currency contracts:
|
|
|
|
|
|||
Forward contracts
|
$
|
74
|
|
|
|
||
Receivables
|
|
|
$
|
—
|
|
||
Accrued liabilities
|
|
|
—
|
|
|||
Other liabilities
|
|
|
—
|
|
|
At December 31, 2017
|
||||||
|
Notional Amount
|
|
Balance Sheet
|
||||
Foreign currency contracts:
|
|
|
|
|
|
||
Exchange contracts
|
$
|
14
|
|
|
|
|
|
Accrued liabilities
|
|
|
|
$
|
—
|
|
|
Forward contracts
|
43
|
|
|
|
|
||
Receivables
|
|
|
|
—
|
|
||
Accrued liabilities
|
|
|
|
—
|
|
|
(In Millions)
At December 31
|
||||||
|
2018
|
|
2017
|
||||
Land and improvements
|
$
|
107
|
|
|
$
|
110
|
|
Buildings
|
699
|
|
|
681
|
|
||
Computer hardware and software
|
367
|
|
|
327
|
|
||
Machinery and equipment
|
1,625
|
|
|
1,547
|
|
||
|
2,798
|
|
|
2,665
|
|
||
Less: Accumulated depreciation
|
(1,575
|
)
|
|
(1,536
|
)
|
||
Total
|
$
|
1,223
|
|
|
$
|
1,129
|
|
2019
|
$
|
55
|
|
2020
|
47
|
|
|
2021
|
40
|
|
|
2022
|
30
|
|
|
2023
|
20
|
|
|
2024 and beyond
|
99
|
|
|
Gross Goodwill At December 31, 2018
|
|
Accumulated
Impairment Losses |
|
Net Goodwill At December 31, 2018
|
||||||
Plumbing Products
|
$
|
568
|
|
|
$
|
(340
|
)
|
|
$
|
228
|
|
Decorative Architectural Products
|
358
|
|
|
(75
|
)
|
|
283
|
|
|||
Cabinetry Products
|
181
|
|
|
—
|
|
|
181
|
|
|||
Windows and Other Specialty Products
|
717
|
|
|
(511
|
)
|
|
206
|
|
|||
Total
|
$
|
1,824
|
|
|
$
|
(926
|
)
|
|
$
|
898
|
|
|
Gross Goodwill At December 31, 2017
|
|
Accumulated
Impairment Losses |
|
Net Goodwill At December 31, 2017
|
|
Additions (A)
|
|
Other (C)
|
|
Net Goodwill At December 31, 2018
|
||||||||||||
Plumbing Products
|
$
|
574
|
|
|
$
|
(340
|
)
|
|
$
|
234
|
|
|
$
|
—
|
|
|
$
|
(6
|
)
|
|
$
|
228
|
|
Decorative Architectural Products
|
294
|
|
|
(75
|
)
|
|
219
|
|
|
64
|
|
|
—
|
|
|
283
|
|
||||||
Cabinetry Products
|
181
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
—
|
|
|
181
|
|
||||||
Windows and Other Specialty Products
|
718
|
|
|
(511
|
)
|
|
207
|
|
|
—
|
|
|
(1
|
)
|
|
206
|
|
||||||
Total
|
$
|
1,767
|
|
|
$
|
(926
|
)
|
|
$
|
841
|
|
|
$
|
64
|
|
|
$
|
(7
|
)
|
|
$
|
898
|
|
|
Gross Goodwill At December 31, 2016
|
|
Accumulated
Impairment Losses |
|
Net Goodwill At December 31, 2016
|
|
Additions (A)
|
|
Divestitures (B)
|
|
Other (C)
|
|
Net Goodwill At December 31, 2017
|
||||||||||||||
Plumbing Products
|
$
|
519
|
|
|
$
|
(340
|
)
|
|
$
|
179
|
|
|
$
|
38
|
|
|
$
|
—
|
|
|
$
|
17
|
|
|
$
|
234
|
|
Decorative Architectural Products
|
294
|
|
|
(75
|
)
|
|
219
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
219
|
|
|||||||
Cabinetry Products
|
240
|
|
|
(59
|
)
|
|
181
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
181
|
|
|||||||
Windows and Other Specialty Products
|
987
|
|
|
(734
|
)
|
|
253
|
|
|
—
|
|
|
(47
|
)
|
|
1
|
|
|
207
|
|
|||||||
Total
|
$
|
2,040
|
|
|
$
|
(1,208
|
)
|
|
$
|
832
|
|
|
$
|
38
|
|
|
$
|
(47
|
)
|
|
$
|
18
|
|
|
$
|
841
|
|
(A)
|
Additions consist of acquisitions.
|
(B)
|
Included within divestitures is the disposition of Moores in the Cabinetry Products segment, which includes
$59 million
of both gross goodwill and accumulated impairment losses, and the disposition of Arrow in the Windows and Other Specialty Products segment, which includes
$270 million
of gross goodwill and
$223 million
of accumulated impairment losses.
|
(C)
|
Other consists of the effect of foreign currency translation.
|
|
(In Millions)
At December 31
|
||||||
|
2018
|
|
2017
|
||||
Equity method investments
|
$
|
11
|
|
|
$
|
11
|
|
Private equity funds
|
1
|
|
|
2
|
|
||
In-store displays, net
|
20
|
|
|
31
|
|
||
Deferred tax assets (Note R)
|
42
|
|
|
45
|
|
||
Other
|
26
|
|
|
25
|
|
||
Total
|
$
|
100
|
|
|
$
|
114
|
|
|
(In Millions)
At December 31
|
||||||
|
2018
|
|
2017
|
||||
Salaries, wages and commissions
|
$
|
170
|
|
|
$
|
196
|
|
Advertising and sales promotion
|
173
|
|
|
158
|
|
||
Interest
|
40
|
|
|
42
|
|
||
Warranty (Note T)
|
65
|
|
|
59
|
|
||
Employee retirement plans
|
42
|
|
|
50
|
|
||
Insurance reserves
|
41
|
|
|
40
|
|
||
Property, payroll and other taxes
|
25
|
|
|
27
|
|
||
Dividends payable
|
36
|
|
|
33
|
|
||
Deferred revenue
|
41
|
|
|
32
|
|
||
Product returns
|
26
|
|
|
17
|
|
||
Other
|
91
|
|
|
73
|
|
||
Total
|
$
|
750
|
|
|
$
|
727
|
|
|
(In Millions)
At December 31
|
||||||
|
2018
|
|
2017
|
||||
Notes and debentures:
|
|
|
|
|
|
||
6.625%, due April 15, 2018
|
$
|
—
|
|
|
$
|
114
|
|
7.125%, due March 15, 2020
|
201
|
|
|
201
|
|
||
3.500%, due April 1, 2021
|
399
|
|
|
399
|
|
||
5.950%, due March 15, 2022
|
326
|
|
|
326
|
|
||
4.450%, due April 1, 2025
|
500
|
|
|
500
|
|
||
4.375%, due April 1, 2026
|
498
|
|
|
498
|
|
||
3.500%, due November 15, 2027
|
300
|
|
|
300
|
|
||
7.750%, due August 1, 2029
|
235
|
|
|
234
|
|
||
6.500%, due August 15, 2032
|
200
|
|
|
200
|
|
||
4.500%, due May 15, 2047
|
299
|
|
|
299
|
|
||
Other
|
38
|
|
|
33
|
|
||
Prepaid debt issuance costs
|
(17
|
)
|
|
(19
|
)
|
||
|
2,979
|
|
|
3,085
|
|
||
Less: Current portion
|
8
|
|
|
116
|
|
||
Total long-term debt
|
$
|
2,971
|
|
|
$
|
2,969
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Long-term stock awards
|
$
|
23
|
|
|
$
|
24
|
|
|
$
|
23
|
|
Stock options
|
3
|
|
|
3
|
|
|
2
|
|
|||
Restricted stock units
|
4
|
|
|
2
|
|
|
—
|
|
|||
Phantom stock awards and stock appreciation rights
|
(3
|
)
|
|
9
|
|
|
4
|
|
|||
Total
|
$
|
27
|
|
|
$
|
38
|
|
|
$
|
29
|
|
|
|||||||||||
|
2018
|
|
2017
|
|
2016
|
||||||
Unvested stock award shares at January 1
|
3
|
|
|
4
|
|
|
5
|
|
|||
Weighted average grant date fair value
|
$
|
24
|
|
|
$
|
20
|
|
|
$
|
17
|
|
Stock award shares granted
|
1
|
|
|
1
|
|
|
1
|
|
|||
Weighted average grant date fair value
|
$
|
41
|
|
|
$
|
34
|
|
|
$
|
26
|
|
Stock award shares vested
|
2
|
|
|
2
|
|
|
2
|
|
|||
Weighted average grant date fair value
|
$
|
21
|
|
|
$
|
18
|
|
|
$
|
16
|
|
Stock award shares forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average grant date fair value
|
$
|
31
|
|
|
$
|
24
|
|
|
$
|
20
|
|
Unvested stock award shares at December 31
|
2
|
|
|
3
|
|
|
4
|
|
|||
Weighted average grant date fair value
|
$
|
30
|
|
|
$
|
24
|
|
|
$
|
20
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Option shares outstanding, January 1
|
5
|
|
|
7
|
|
|
12
|
|
|||
Weighted average exercise price
|
$
|
16
|
|
|
$
|
15
|
|
|
$
|
17
|
|
Option shares granted
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average exercise price
|
$
|
42
|
|
|
$
|
34
|
|
|
$
|
26
|
|
Option shares exercised
|
1
|
|
|
2
|
|
|
5
|
|
|||
Aggregate intrinsic value on date of exercise
(A)
|
$
|
55
|
million
|
|
$
|
47
|
million
|
|
$
|
64
|
million
|
Weighted average exercise price
|
$
|
11
|
|
|
$
|
15
|
|
|
$
|
21
|
|
Option shares forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted average exercise price
|
$
|
31
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Option shares outstanding, December 31
|
4
|
|
|
5
|
|
|
7
|
|
|||
Weighted average exercise price
|
$
|
21
|
|
|
$
|
16
|
|
|
$
|
15
|
|
Weighted average remaining option term (in years)
|
5
|
|
4
|
|
4
|
||||||
Option shares vested and expected to vest, December 31
|
4
|
|
|
5
|
|
|
7
|
|
|||
Weighted average exercise price
|
$
|
21
|
|
|
$
|
16
|
|
|
$
|
15
|
|
Aggregate intrinsic value
(A)
|
$
|
36
|
million
|
|
$
|
147
|
million
|
|
$
|
118
|
million
|
Weighted average remaining option term (in years)
|
5
|
|
4
|
|
4
|
||||||
Option shares exercisable (vested), December 31
|
3
|
|
|
4
|
|
|
6
|
|
|||
Weighted average exercise price
|
$
|
16
|
|
|
$
|
13
|
|
|
$
|
13
|
|
Aggregate intrinsic value
(A)
|
$
|
34
|
million
|
|
$
|
123
|
million
|
|
$
|
102
|
million
|
Weighted average remaining option term (in years)
|
4
|
|
3
|
|
3
|
(A)
|
Aggregate intrinsic value is calculated using our stock price at each respective date, less the exercise price (grant date price) multiplied by the number of shares.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Weighted average grant date fair value
|
$
|
12.34
|
|
|
$
|
9.68
|
|
|
$
|
6.43
|
|
Risk-free interest rate
|
2.72
|
%
|
|
2.16
|
%
|
|
1.41
|
%
|
|||
Dividend yield
|
1.02
|
%
|
|
1.19
|
%
|
|
1.49
|
%
|
|||
Volatility factor
|
29.00
|
%
|
|
30.00
|
%
|
|
29.00
|
%
|
|||
Expected option life
|
6 years
|
|
|
6 years
|
|
|
6 years
|
|
|
Option Shares Outstanding
|
|
Option Shares Exercisable
|
||||||||
|
Range of
Prices
|
|
Number of
Shares
|
|
Weighted
Average
Remaining
Option Term
|
|
Weighted
Average Exercise Price |
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price
|
$
|
7 - 13
|
|
1
|
|
2 years
|
|
$11
|
|
1
|
|
$11
|
$
|
17 - 26
|
|
2
|
|
5 years
|
|
$21
|
|
2
|
|
$20
|
$
|
30 - 43
|
|
1
|
|
9 years
|
|
$38
|
|
—
|
|
$34
|
$
|
7 - 43
|
|
4
|
|
5 years
|
|
$21
|
|
3
|
|
$16
|
|
Phantom Stock Awards
|
|
Stock Appreciation Rights
|
||||||||||||
|
At December 31,
|
|
At December 31,
|
||||||||||||
|
2018
|
|
2017
|
|
2018
|
|
2017
|
||||||||
Accrued compensation cost liability
|
$
|
4
|
|
|
$
|
12
|
|
|
$
|
2
|
|
|
$
|
7
|
|
Unrecognized compensation cost
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Equivalent common shares
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Defined-contribution plans
|
$
|
49
|
|
|
$
|
55
|
|
|
$
|
58
|
|
Defined-benefit pension plans
|
17
|
|
|
29
|
|
|
34
|
|
|||
|
$
|
66
|
|
|
$
|
84
|
|
|
$
|
92
|
|
|
2018
|
|
2017
|
||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Qualified
|
|
Non-Qualified
|
||||||||
Changes in projected benefit obligation:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Projected benefit obligation at January 1
|
$
|
961
|
|
|
$
|
170
|
|
|
$
|
1,055
|
|
|
$
|
170
|
|
Service cost
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Interest cost
|
30
|
|
|
6
|
|
|
36
|
|
|
6
|
|
||||
Actuarial (gain) loss, net
|
(48
|
)
|
|
(9
|
)
|
|
34
|
|
|
7
|
|
||||
Foreign currency exchange
|
(7
|
)
|
|
—
|
|
|
20
|
|
|
—
|
|
||||
Benefit payments
|
(43
|
)
|
|
(12
|
)
|
|
(43
|
)
|
|
(13
|
)
|
||||
Divestitures
|
—
|
|
|
—
|
|
|
(144
|
)
|
|
—
|
|
||||
Projected benefit obligation at December 31
|
$
|
896
|
|
|
$
|
155
|
|
|
$
|
961
|
|
|
$
|
170
|
|
Changes in fair value of plan assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Fair value of plan assets at January 1
|
$
|
695
|
|
|
$
|
—
|
|
|
$
|
717
|
|
|
$
|
—
|
|
Actual return on plan assets
|
(25
|
)
|
|
—
|
|
|
77
|
|
|
—
|
|
||||
Foreign currency exchange
|
(4
|
)
|
|
—
|
|
|
8
|
|
|
—
|
|
||||
Company contributions
|
52
|
|
|
12
|
|
|
52
|
|
|
13
|
|
||||
Expenses, other
|
(5
|
)
|
|
—
|
|
|
(7
|
)
|
|
—
|
|
||||
Benefit payments
|
(43
|
)
|
|
(12
|
)
|
|
(43
|
)
|
|
(13
|
)
|
||||
Divestitures
|
—
|
|
|
—
|
|
|
(109
|
)
|
|
—
|
|
||||
Fair value of plan assets at December 31
|
$
|
670
|
|
|
$
|
—
|
|
|
$
|
695
|
|
|
$
|
—
|
|
Funded status at December 31
|
$
|
(226
|
)
|
|
$
|
(155
|
)
|
|
$
|
(266
|
)
|
|
$
|
(170
|
)
|
|
At December 31, 2018
|
|
At December 31, 2017
|
||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Qualified
|
|
Non-Qualified
|
||||||||
Other assets
|
$
|
1
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
—
|
|
Accrued liabilities
|
(1
|
)
|
|
(13
|
)
|
|
(1
|
)
|
|
(13
|
)
|
||||
Other liabilities
|
(226
|
)
|
|
(142
|
)
|
|
(266
|
)
|
|
(157
|
)
|
||||
Total net liability
|
$
|
(226
|
)
|
|
$
|
(155
|
)
|
|
$
|
(266
|
)
|
|
$
|
(170
|
)
|
|
At December 31, 2018
|
|
At December 31, 2017
|
||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Qualified
|
|
Non-Qualified
|
||||||||
Net loss
|
$
|
448
|
|
|
$
|
47
|
|
|
$
|
442
|
|
|
$
|
59
|
|
Net prior service cost
|
3
|
|
|
—
|
|
|
3
|
|
|
—
|
|
||||
Total
|
$
|
451
|
|
|
$
|
47
|
|
|
$
|
445
|
|
|
$
|
59
|
|
|
At December 31
|
||||||||||||||
|
2018
|
|
2017
|
||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Qualified
|
|
Non-Qualified
|
||||||||
Projected benefit obligation
|
$
|
882
|
|
|
$
|
155
|
|
|
$
|
945
|
|
|
$
|
170
|
|
Accumulated benefit obligation
|
$
|
882
|
|
|
$
|
155
|
|
|
$
|
945
|
|
|
$
|
170
|
|
Fair value of plan assets
|
$
|
655
|
|
|
$
|
—
|
|
|
$
|
679
|
|
|
$
|
—
|
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
|
Qualified
|
|
Non-Qualified
|
|
Qualified
|
|
Non-Qualified
|
|
Qualified
|
|
Non-Qualified
|
||||||||||||
Service cost
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
|
$
|
3
|
|
|
$
|
—
|
|
Interest cost
|
36
|
|
|
6
|
|
|
44
|
|
|
6
|
|
|
49
|
|
|
7
|
|
||||||
Expected return on plan assets
|
(48
|
)
|
|
—
|
|
|
(46
|
)
|
|
—
|
|
|
(44
|
)
|
|
—
|
|
||||||
Recognized net loss
|
17
|
|
|
3
|
|
|
19
|
|
|
3
|
|
|
17
|
|
|
2
|
|
||||||
Net periodic pension cost
|
$
|
8
|
|
|
$
|
9
|
|
|
$
|
20
|
|
|
$
|
9
|
|
|
$
|
25
|
|
|
$
|
9
|
|
|
2018
|
|
2017
|
||
Equity securities
|
34
|
%
|
|
55
|
%
|
Debt securities
|
49
|
%
|
|
28
|
%
|
Other
|
17
|
%
|
|
17
|
%
|
Total
|
100
|
%
|
|
100
|
%
|
|
At December 31, 2018
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Valued at NAV
|
|
Total
|
||||||||||
Plan Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Common and Preferred Stocks:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
$
|
81
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21
|
|
|
$
|
102
|
|
International
|
37
|
|
|
—
|
|
|
—
|
|
|
89
|
|
|
126
|
|
|||||
Private Equity and Hedge Funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
—
|
|
|
—
|
|
|
32
|
|
|
—
|
|
|
32
|
|
|||||
International
|
—
|
|
|
—
|
|
|
27
|
|
|
34
|
|
|
61
|
|
|||||
Corporate Debt Securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
34
|
|
|
—
|
|
|
—
|
|
|
102
|
|
|
136
|
|
|||||
International
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Government and Other Debt Securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
—
|
|
|
2
|
|
|
—
|
|
|
130
|
|
|
132
|
|
|||||
International
|
29
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|||||
Common Collective Trust Fund –
United States
|
—
|
|
|
4
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|||||
Buy-in Annuity -
International
|
—
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
11
|
|
|||||
Short-Term and Other Investments:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
International
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
Total Plan Assets
|
$
|
184
|
|
|
$
|
51
|
|
|
$
|
59
|
|
|
$
|
376
|
|
|
$
|
670
|
|
|
At December 31, 2017
|
||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Valued at NAV
|
|
Total
|
||||||||||
Plan Assets
|
|
|
|
|
|
|
|
|
|
||||||||||
Common and Preferred Stocks:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
$
|
144
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47
|
|
|
$
|
191
|
|
International
|
66
|
|
|
—
|
|
|
—
|
|
|
125
|
|
|
191
|
|
|||||
Private Equity and Hedge Funds:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
—
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|||||
International
|
—
|
|
|
—
|
|
|
24
|
|
|
35
|
|
|
59
|
|
|||||
Corporate Debt Securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
31
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
57
|
|
|||||
International
|
—
|
|
|
7
|
|
|
—
|
|
|
21
|
|
|
28
|
|
|||||
Government and Other Debt Securities:
|
|
|
|
|
|
|
|
|
|
||||||||||
United States
|
15
|
|
|
7
|
|
|
—
|
|
|
31
|
|
|
53
|
|
|||||
International
|
31
|
|
|
28
|
|
|
—
|
|
|
—
|
|
|
59
|
|
|||||
Common Collective Trust Fund – United States
|
—
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
|||||
Buy-in Annuity -
International
|
—
|
|
|
12
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Short-Term and Other Investments:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
United States
|
2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|||||
International
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Total Plan Assets
|
$
|
289
|
|
|
$
|
87
|
|
|
$
|
60
|
|
|
$
|
259
|
|
|
$
|
695
|
|
|
2018
|
|
2017
|
||||
Fair Value, January 1
|
$
|
60
|
|
|
$
|
79
|
|
Purchases
|
6
|
|
|
6
|
|
||
Sales
|
(12
|
)
|
|
(31
|
)
|
||
Unrealized gains
|
5
|
|
|
6
|
|
||
Fair Value, December 31
|
$
|
59
|
|
|
$
|
60
|
|
|
Qualified
Plans
|
|
Non-Qualified
Plans
|
||||
2019
|
$
|
48
|
|
|
$
|
13
|
|
2020
|
$
|
49
|
|
|
$
|
13
|
|
2021
|
$
|
50
|
|
|
$
|
12
|
|
2022
|
$
|
51
|
|
|
$
|
12
|
|
2023
|
$
|
52
|
|
|
$
|
12
|
|
2024 - 2028
|
$
|
263
|
|
|
$
|
55
|
|
|
At December 31
|
||||||
|
2018
|
|
2017
|
||||
Cumulative translation adjustments, net
|
$
|
266
|
|
|
$
|
282
|
|
Unrealized loss on interest rate swaps, net
|
(10
|
)
|
|
(12
|
)
|
||
Unrecognized net loss and prior service cost, net
|
(383
|
)
|
|
(335
|
)
|
||
Accumulated other comprehensive loss
|
$
|
(127
|
)
|
|
$
|
(65
|
)
|
Accumulated Other
Comprehensive Income (Loss)
|
|
2018
|
|
2017
|
|
2016
|
|
Statement of Operations Line Item
|
||||||
Amortization of defined benefit pension and other postretirement benefits:
|
|
|
|
|
|
|
|
|
||||||
Actuarial losses, net
|
|
$
|
20
|
|
|
$
|
86
|
|
|
$
|
19
|
|
|
Other income (expense), net
|
Tax (benefit)
|
|
(5
|
)
|
|
(13
|
)
|
|
(7
|
)
|
|
|
|||
Net of tax
(A)
|
|
$
|
15
|
|
|
$
|
73
|
|
|
$
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest rate swaps
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
2
|
|
|
Interest expense
|
Tax (benefit)
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|
|
|||
Net of tax
|
|
$
|
2
|
|
|
$
|
3
|
|
|
$
|
1
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Available-for-sale securities
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
|
Other, net
|
Tax expense
(B)
|
|
—
|
|
|
—
|
|
|
15
|
|
|
|
|||
Net of tax
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
|
(A)
|
The 2017 amortization of defined benefit pension and other postretirement benefits includes
$58 million
, net of tax, due to the disposition of a pension plan in connection with the divestiture of Moores.
|
(B)
|
The tax expense related to the available-for-sale securities in 2016 includes
$14 million
related to the disproportionate tax effect that we recognized as a result of the redemption of all of our auction rate securities. Refer to Note R to the consolidated financial statements for additional information.
|
|
Net Sales
(1)(2)(3)(4)
|
|
Operating Profit
(Loss) (5)
|
|
Assets at
December 31 (6)
|
||||||||||||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||||||||
Our operations by segment were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Plumbing Products
|
$
|
3,998
|
|
|
$
|
3,732
|
|
|
$
|
3,529
|
|
|
$
|
715
|
|
|
$
|
702
|
|
|
$
|
654
|
|
|
$
|
2,253
|
|
|
$
|
2,298
|
|
|
$
|
2,028
|
|
Decorative Architectural Products
|
2,656
|
|
|
2,206
|
|
|
2,092
|
|
|
456
|
|
|
438
|
|
|
433
|
|
|
1,534
|
|
|
965
|
|
|
900
|
|
|||||||||
Cabinetry Products
|
950
|
|
|
934
|
|
|
970
|
|
|
86
|
|
|
92
|
|
|
97
|
|
|
537
|
|
|
526
|
|
|
539
|
|
|||||||||
Windows and Other Specialty Products
|
755
|
|
|
770
|
|
|
770
|
|
|
34
|
|
|
54
|
|
|
(3
|
)
|
|
660
|
|
|
677
|
|
|
746
|
|
|||||||||
Total
|
$
|
8,359
|
|
|
$
|
7,642
|
|
|
$
|
7,361
|
|
|
$
|
1,291
|
|
|
$
|
1,286
|
|
|
$
|
1,181
|
|
|
$
|
4,984
|
|
|
$
|
4,466
|
|
|
$
|
4,213
|
|
Our operations by geographic area were:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
North America
|
$
|
6,763
|
|
|
$
|
6,067
|
|
|
$
|
5,838
|
|
|
$
|
1,094
|
|
|
$
|
1,080
|
|
|
$
|
973
|
|
|
$
|
3,832
|
|
|
$
|
3,236
|
|
|
$
|
3,029
|
|
International, principally Europe
|
1,596
|
|
|
1,575
|
|
|
1,523
|
|
|
197
|
|
|
206
|
|
|
208
|
|
|
1,152
|
|
|
1,230
|
|
|
1,184
|
|
|||||||||
Total, as above
|
$
|
8,359
|
|
|
$
|
7,642
|
|
|
$
|
7,361
|
|
|
1,291
|
|
|
1,286
|
|
|
1,181
|
|
|
4,984
|
|
|
4,466
|
|
|
4,213
|
|
||||||
General corporate expense, net
(6)
|
|
|
|
|
|
|
(80
|
)
|
|
(92
|
)
|
|
(94
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating profit, as reported
|
|
|
|
|
|
|
1,211
|
|
|
1,194
|
|
|
1,087
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other income (expense), net
|
|
|
|
|
|
|
(169
|
)
|
|
(310
|
)
|
|
(255
|
)
|
|
|
|
|
|
|
|
|
|
||||||||||||
Income before income taxes
|
|
|
|
|
|
|
$
|
1,042
|
|
|
$
|
884
|
|
|
$
|
832
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporate assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
409
|
|
|
1,068
|
|
|
951
|
|
||||||||||||
Total assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
5,393
|
|
|
$
|
5,534
|
|
|
$
|
5,164
|
|
|
Property Additions (7)
|
|
Depreciation and
Amortization
|
||||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|
2018
|
|
2017
|
|
2016
|
||||||||||||
Our operations by segment were:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Plumbing Products
|
$
|
120
|
|
|
$
|
115
|
|
|
$
|
110
|
|
|
$
|
77
|
|
|
$
|
63
|
|
|
$
|
57
|
|
Decorative Architectural Products
|
54
|
|
|
19
|
|
|
22
|
|
|
35
|
|
|
16
|
|
|
16
|
|
||||||
Cabinetry Products
|
18
|
|
|
14
|
|
|
8
|
|
|
13
|
|
|
14
|
|
|
21
|
|
||||||
Windows and Other Specialty Products
|
20
|
|
|
13
|
|
|
30
|
|
|
23
|
|
|
21
|
|
|
21
|
|
||||||
|
212
|
|
|
161
|
|
|
170
|
|
|
148
|
|
|
114
|
|
|
115
|
|
||||||
Unallocated amounts, principally related to corporate assets
|
7
|
|
|
12
|
|
|
10
|
|
|
8
|
|
|
13
|
|
|
19
|
|
||||||
Total
|
$
|
219
|
|
|
$
|
173
|
|
|
$
|
180
|
|
|
$
|
156
|
|
|
$
|
127
|
|
|
$
|
134
|
|
(1)
|
Included in net sales were export sales from the U.S. of
$259 million
,
$232 million
and
$226 million
in
2018
,
2017
and
2016
, respectively.
|
(2)
|
Excluded from net sales were intra-company sales between segments of less than
one percent
in
2018
,
2017
and
2016
.
|
(3)
|
Included in net sales were sales to one customer of
$2,670 million
,
$2,535 million
and
$2,480 million
in
2018
,
2017
and
2016
, respectively. Such net sales were included in each of our segments.
|
(4)
|
Net sales from our operations in the U.S. were
$6,587 million
,
$5,819 million
and
$5,609 million
in
2018
,
2017
and
2016
, respectively.
|
(5)
|
General corporate expense, net included those expenses not specifically attributable to our segments.
|
(6)
|
Long-lived assets of our operations in the U.S. and Europe were
$1,928 million
and
$492 million
,
$1,582 million
and
$482 million
, and
$1,508 million
and
$417 million
at
December 31, 2018
,
2017
and
2016
, respectively.
|
(7)
|
Property additions exclude amounts paid for long-lived assets as part of acquisitions. Refer to Note C for further information.
|
|
2018
|
|
2017
|
|
2016
|
||||||
Loss on sales of businesses, net
(A)
|
$
|
—
|
|
|
$
|
(13
|
)
|
|
$
|
—
|
|
Income from cash and cash investments and short-term bank deposits
|
5
|
|
|
4
|
|
|
4
|
|
|||
Equity investment income, net
|
3
|
|
|
1
|
|
|
2
|
|
|||
Realized gains from auction rate securities
|
—
|
|
|
—
|
|
|
3
|
|
|||
Realized gains from private equity funds
|
1
|
|
|
3
|
|
|
5
|
|
|||
Impairment of private equity funds
|
—
|
|
|
(2
|
)
|
|
—
|
|
|||
Foreign currency transaction losses
|
(8
|
)
|
|
—
|
|
|
(3
|
)
|
|||
Net periodic pension and post-retirement benefit cost
|
(14
|
)
|
|
(26
|
)
|
|
(32
|
)
|
|||
Other items, net
|
—
|
|
|
1
|
|
|
(5
|
)
|
|||
Total other, net
|
$
|
(13
|
)
|
|
$
|
(32
|
)
|
|
$
|
(26
|
)
|
|
|
|
|
|
(In Millions)
|
|
|||||
|
2018
|
|
2017
|
|
2016
|
||||||
Income from before income taxes:
|
|
|
|
|
|
||||||
U.S.
|
$
|
821
|
|
|
$
|
730
|
|
|
$
|
616
|
|
Foreign
|
221
|
|
|
154
|
|
|
216
|
|
|||
|
$
|
1,042
|
|
|
$
|
884
|
|
|
$
|
832
|
|
Income tax expense:
|
|
|
|
|
|
||||||
Currently payable:
|
|
|
|
|
|
||||||
U.S. Federal
|
$
|
144
|
|
|
$
|
193
|
|
|
$
|
73
|
|
State and local
|
36
|
|
|
30
|
|
|
24
|
|
|||
Foreign
|
74
|
|
|
68
|
|
|
69
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
U.S. Federal
|
12
|
|
|
12
|
|
|
140
|
|
|||
State and local
|
—
|
|
|
—
|
|
|
2
|
|
|||
Foreign
|
(8
|
)
|
|
1
|
|
|
(12
|
)
|
|||
|
$
|
258
|
|
|
$
|
304
|
|
|
$
|
296
|
|
Deferred tax assets at December 31:
|
|
|
|
|
|
||||||
Receivables
|
$
|
3
|
|
|
$
|
4
|
|
|
|
||
Inventories
|
16
|
|
|
13
|
|
|
|
||||
Other assets, including stock-based compensation
|
23
|
|
|
34
|
|
|
|
||||
Accrued liabilities
|
58
|
|
|
49
|
|
|
|
||||
Long-term liabilities
|
149
|
|
|
169
|
|
|
|
||||
Net operating loss carryforward
|
51
|
|
|
53
|
|
|
|
||||
Capital loss carryforward
|
—
|
|
|
1
|
|
|
|
||||
Tax credit carryforward
|
9
|
|
|
8
|
|
|
|
||||
|
309
|
|
|
331
|
|
|
|
||||
Valuation allowance
|
(43
|
)
|
|
(47
|
)
|
|
|
||||
|
266
|
|
|
284
|
|
|
|
||||
Deferred tax liabilities at December 31:
|
|
|
|
|
|
||||||
Property and equipment
|
87
|
|
|
98
|
|
|
|
||||
Intangibles
|
139
|
|
|
139
|
|
|
|
||||
Investment in foreign subsidiaries
|
9
|
|
|
7
|
|
|
|
||||
Other
|
14
|
|
|
21
|
|
|
|
||||
|
249
|
|
|
265
|
|
|
|
||||
Net deferred tax asset at December 31
|
$
|
17
|
|
|
$
|
19
|
|
|
|
|
2018
|
|
2017
|
|
2016
|
|||
U.S. Federal statutory tax rate
|
21
|
%
|
|
35
|
%
|
|
35
|
%
|
State and local taxes, net of U.S. Federal tax benefit
|
3
|
|
|
2
|
|
|
2
|
|
Higher (lower) taxes on foreign earnings
|
2
|
|
|
(1
|
)
|
|
(2
|
)
|
U.S. and foreign taxes on distributed and undistributed foreign earnings
|
1
|
|
|
1
|
|
|
1
|
|
Domestic production deduction
|
—
|
|
|
(2
|
)
|
|
(1
|
)
|
Stock-based compensation
|
(2
|
)
|
|
(2
|
)
|
|
—
|
|
Business divestitures with no tax impact
|
—
|
|
|
4
|
|
|
—
|
|
Change in U.S. Federal tax law
|
—
|
|
|
(2
|
)
|
|
—
|
|
Other, net
|
—
|
|
|
(1
|
)
|
|
1
|
|
Effective tax rate
|
25
|
%
|
|
34
|
%
|
|
36
|
%
|
|
Uncertain
Tax Positions
|
|
Interest and
Penalties
|
|
Total
|
||||||
Balance at January 1, 2017
|
$
|
46
|
|
|
$
|
9
|
|
|
$
|
55
|
|
Current year tax positions:
|
|
|
|
|
|
||||||
Additions
|
13
|
|
|
—
|
|
|
13
|
|
|||
Prior year tax positions:
|
|
|
|
|
|
||||||
Additions
|
3
|
|
|
—
|
|
|
3
|
|
|||
Reductions
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Lapse of applicable statute of limitations
|
(7
|
)
|
|
—
|
|
|
(7
|
)
|
|||
Interest and penalties recognized in income tax expense
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
|||
Balance at December 31, 2017
|
$
|
54
|
|
|
$
|
8
|
|
|
$
|
62
|
|
Current year tax positions:
|
|
|
|
|
|
||||||
Additions
|
13
|
|
|
—
|
|
|
13
|
|
|||
Reductions
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Prior year tax positions:
|
|
|
|
|
|
||||||
Additions
|
1
|
|
|
—
|
|
|
1
|
|
|||
Reductions
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|||
Lapse of applicable statute of limitations
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||
Interest and penalties recognized in income tax expense
|
—
|
|
|
1
|
|
|
1
|
|
|||
Balance at December 31, 2018
|
$
|
58
|
|
|
$
|
9
|
|
|
$
|
67
|
|
|
2018
|
|
2017
|
|
2016
|
||||||
Numerator (basic and diluted):
|
|
|
|
|
|
||||||
Net income
|
$
|
734
|
|
|
$
|
533
|
|
|
$
|
493
|
|
Less: Allocation to unvested restricted stock awards
|
7
|
|
|
5
|
|
|
6
|
|
|||
Net income available to common shareholders
|
$
|
727
|
|
|
$
|
528
|
|
|
$
|
487
|
|
|
|
|
|
|
|
||||||
Denominator:
|
|
|
|
|
|
||||||
Basic common shares (based upon weighted average)
|
305
|
|
|
314
|
|
|
326
|
|
|||
Add: Stock option dilution
|
2
|
|
|
4
|
|
|
4
|
|
|||
Diluted common shares
|
307
|
|
|
318
|
|
|
330
|
|
|
2018
|
|
2017
|
||||
Balance at January 1
|
$
|
205
|
|
|
$
|
192
|
|
Accruals for warranties issued during the year
|
78
|
|
|
63
|
|
||
Accruals related to pre-existing warranties
|
(1
|
)
|
|
9
|
|
||
Settlements made (in cash or kind) during the year
|
(65
|
)
|
|
(59
|
)
|
||
Balance at December 31
|
$
|
217
|
|
|
$
|
205
|
|
|
|
|
|
Quarters Ended
|
||||||||||||||||
|
|
|
|
(In Millions, Except Per Common Share Data)
|
||||||||||||||||
|
|
Total Year
|
|
December 31
|
|
September 30
|
|
June 30
|
|
March 31
|
||||||||||
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Net sales
|
|
$
|
8,359
|
|
|
$
|
2,041
|
|
|
$
|
2,101
|
|
|
$
|
2,297
|
|
|
$
|
1,920
|
|
Gross profit
|
|
$
|
2,689
|
|
|
$
|
653
|
|
|
$
|
667
|
|
|
$
|
750
|
|
|
$
|
619
|
|
Net income
|
|
$
|
734
|
|
|
$
|
194
|
|
|
$
|
180
|
|
|
$
|
211
|
|
|
$
|
149
|
|
Income per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
2.38
|
|
|
$
|
0.65
|
|
|
$
|
0.59
|
|
|
$
|
0.69
|
|
|
$
|
0.48
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
2.37
|
|
|
$
|
0.64
|
|
|
$
|
0.58
|
|
|
$
|
0.68
|
|
|
$
|
0.47
|
|
2017
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
7,642
|
|
|
$
|
1,853
|
|
|
$
|
1,945
|
|
|
$
|
2,066
|
|
|
$
|
1,778
|
|
Gross profit
|
|
$
|
2,612
|
|
|
$
|
604
|
|
|
$
|
657
|
|
|
$
|
746
|
|
|
$
|
605
|
|
Net income
|
|
$
|
533
|
|
|
$
|
80
|
|
|
$
|
152
|
|
|
$
|
163
|
|
|
$
|
138
|
|
Income per common share:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
1.68
|
|
|
$
|
0.25
|
|
|
$
|
0.48
|
|
|
$
|
0.51
|
|
|
$
|
0.43
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net income
|
|
$
|
1.66
|
|
|
$
|
0.25
|
|
|
$
|
0.48
|
|
|
$
|
0.51
|
|
|
$
|
0.43
|
|
Plan Category
|
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights
|
|
Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights
|
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
|
||||
Equity compensation plans approved by stockholders
|
3,740,874
|
|
|
$
|
21.25
|
|
|
14,733,746
|
|
(1)
|
Financial Statements.
Our consolidated financial statements included in Item 8 hereof, as required at
December 31, 2018
and
2017
, and for the years ended
December 31, 2018
,
2017
and
2016
, consist of the following:
|
(2)
|
Financial Statement Schedule.
|
(3)
|
Exhibits.
|
Exhibit
No.
|
|
|
|
|
|
Incorporated By Reference
|
|
Filed
Herewith
|
||||
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
||||
|
Restated Certificate of Incorporation of Masco Corporation.
|
|
2015 10-K
|
|
3.i
|
|
02/12/2016
|
|
|
|||
|
Bylaws of Masco Corporation, as Amended and Restated May 8, 2012.
|
|
2016 10-K
|
|
3.b
|
|
02/09/2017
|
|
|
|||
|
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:
|
|
2016 10-K
|
|
4.a
|
|
02/09/2017
|
|
|
|||
|
|
|
7-3/4% Debentures Due August 1, 2029.
|
|
2014 10-K
|
|
4.a.i(ii)
|
|
02/13/2015
|
|
|
Exhibit
No.
|
|
|
|
|
|
Incorporated By Reference
|
|
Filed
Herewith
|
||||
|
Exhibit Description
|
|
Form
|
|
Exhibit
|
|
Filing Date
|
|
||||
|
|
|
Form of Stock Option Grant Agreement for Non-Employee Directors.
|
|
2017 10-K
|
|
10.b.ix
|
|
02/08/2018
|
|
|
|
|
Masco Corporation 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016):
|
|
10-Q
|
|
10.a
|
|
07/26/2016
|
|
|
|||
|
|
Form of Restricted Stock Award Agreements:
|
|
|
|
|
|
|
|
|
||
|
|
|
for awards prior to July 1, 2018; and
|
|
8-K
|
|
10.b
|
|
05/06/2014
|
|
|
|
|
|
|
for awards on or after July 1, 2018.
|
|
|
|
|
|
|
|
X
|
|
|
|
Form of Stock Option Grant Agreements
|
|
|
|
|
|
|
|
|
||
|
|
|
for grants prior to July 1, 2018; and
|
|
8-K
|
|
10.d
|
|
05/06/2014
|
|
|
|
|
|
|
for grants on or after July 1, 2018.
|
|
|
|
|
|
|
|
X
|
|
|
Form of Long Term Incentive Program Award
|
|
|
|
|
|
|
|
X
|
|||
|
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
|
|
|
|||
|
|
|
Form of Restricted Stock Award Agreement for Non-Employee Directors for awards prior to July 1, 2018; and
|
|
8-K
|
|
10.c
|
|
05/06/2014
|
|
|
|
|
|
|
Form of Restricted Stock Award Agreement for Non-Employee Directors for awards after July 1, 2018.
|
|
|
|
|
|
|
|
X
|
|
|
Form of award letter for the Masco Corporation Long-Term Cash Incentive Program.
|
|
2017 10-K
|
|
10.d
|
|
02/08/2018
|
|
|
|||
|
Form of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto for Richard A. Manoogian.
|
|
2015 10-K
|
|
10.d.i(i)
|
|
02/12/2016
|
|
|
|||
|
Form of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto (includes amendment freezing benefit accruals) for John G. Sznewajs.
|
|
2015 10-K
|
|
10.d.i(ii)
|
|
02/12/2016
|
|
|
|||
|
Other compensatory arrangements for executive officers.
|
|
2016 10-K
|
|
10.f
|
|
02/09/2017
|
|
|
|||
|
Compensation of Non-Employee Directors.
|
|
|
|
|
|
|
|
X
|
|||
|
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.
|
|
2016 10-K
|
|
10.i
|
|
02/09/2017
|
|
|
|||
|
Letter Agreement dated June 29, 2009 between Richard A. Manoogian and Masco Corporation.
|
|
2014 10-K
|
|
10.k.i
|
|
02/13/2015
|
|
|
|||
|
Aircraft Time Sharing Agreement dated October 1, 2012 between Richard A. Manoogian and Masco Corporation.
|
|
2017 10-K
|
|
10.j.ii
|
|
02/08/2018
|
|
|
|||
|
Employment Offer Letter dated October 23, 2014 between Christopher Kastner and Masco Corporation.
|
|
2014 10-K
|
|
10.m
|
|
02/13/2015
|
|
|
|||
|
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
|
|
||
|
Employment Offer Letter dated July 27, 2018 between Scott McDowell and Masco Corporation.
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10-Q
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10
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10/30/2018
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List of Subsidiaries.
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X
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Consent of Independent Registered Public Accounting Firm relating to Masco Corporation's Consolidated Financial Statements and Financial Statement Schedule.
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X
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Certification by Chief Executive Officer required by Rule 13a-14(a)/15d-14(a).
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X
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Certification by Chief Financial Officer required by Rule 13a-14(a)/15d-14(a).
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X
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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.
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X
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101
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Interactive Date File.
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X
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MASCO CORPORATION
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By:
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/s/ John G. Sznewajs
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John G. Sznewajs
Vice President, Chief Financial Officer
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Principal Executive Officer:
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/s/ Keith J. Allman
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President and Chief Executive
Officer and Director
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Keith J. Allman
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Principal Financial Officer:
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/s/ John G. Sznewajs
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Vice President, Chief
Financial Officer
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John G. Sznewajs
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Principal Accounting Officer:
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/s/ John P. Lindow
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Vice President, Controller
and Chief Accounting Officer
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John P. Lindow
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/s/ J. Michael Losh
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Chairman of the Board
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J. Michael Losh
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/s/ Richard A. Manoogian
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Chairman Emeritus
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Richard A. Manoogian
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/s/ Mark R. Alexander
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Director
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Mark R. Alexander
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February 7, 2019
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/s/ Marie A. Ffolkes
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Director
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Marie A. Ffolkes
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/s/ Christopher A. O'Herlihy
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Director
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Christopher A. O'Herlihy
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/s/ Donald R. Parfet
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Director
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Donald R. Parfet
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/s/ Lisa A. Payne
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Director
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Lisa A. Payne
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/s/ John C. Plant
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Director
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John C. Plant
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/s/ Charles K. Stevens, III
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Charles K. Stevens, III
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Director
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/s/ Reginald M. Turner, Jr.
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Director
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Reginald M. Turner, Jr.
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(In Millions)
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|||||||||||||||||||
Column A
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Column B
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Column C
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Column D
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Column E
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||||||||||||
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Additions
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||||||||||||
Description
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Balance at
Beginning
of Period
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Charged to
Costs and
Expenses
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Charged
to Other
Accounts
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Deductions
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Balance at
End of
Period
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||||||||||
Allowances for doubtful accounts, deducted from accounts receivable in the balance sheet:
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|||||
2018
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$
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13
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$
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6
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$
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—
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$
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(5
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)
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(a)
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$
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14
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2017
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$
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11
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$
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5
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$
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—
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$
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(3
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)
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(a)
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$
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13
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2016
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$
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11
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$
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4
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$
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—
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$
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(4
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)
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(a)
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$
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11
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Valuation allowance on deferred tax assets:
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|||||
2018
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$
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47
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$
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—
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$
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—
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$
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(4
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)
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(b)
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$
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43
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2017
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$
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45
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$
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—
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$
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2
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(c)
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$
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—
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$
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47
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2016
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$
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49
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$
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11
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$
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—
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$
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(15
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)
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(d)
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$
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45
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(a)
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Deductions, representing uncollectible accounts written off, less recoveries of accounts written off in prior years.
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(b)
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$3 million
net reduction to valuation allowance recorded as an income tax benefit and
$1 million
reduction recorded primarily in other comprehensive income (loss).
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(c)
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$2 million
adjustment to the valuation allowance was recorded primarily in other comprehensive income (loss).
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(d)
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Write off
$13 million
of deferred tax assets on certain state and local net operating loss carryforwards against the valuation allowance, 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).
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RE:
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RSU Grant Under the [Insert Performance Period] LTIP Program
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Performance Score Percentages
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Threshold
40
%
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Target
100%
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Maximum
200%
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Three-Year Average ROIC Goals
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___%
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___%
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___%
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•
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If you voluntarily terminate your employment at age sixty-five (65) or later, prior to the Share Award Date, then, in the discretion of the Committee, a cash payment equal to the value of a prorated Share Award (where the prorated amount is determined by the Committee and may be based, in part, on the length of your service) that would otherwise have been made to you, may be made to you at the same time as Share Awards are made; and
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•
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If, prior to the Share Award Date, (1) there is a Change in Control of the Company (as defined in the Plan) and you are terminated from employment at the time of the Change in Control or within a specified period of time after the Change in Control (as determined by the Committee) or you resign from employment for Good Reason (as determined by the Committee) within that specified period, or (2) you die, or (3) you become permanently and totally disabled (as determined by the Committee), then, in the discretion of the Committee, a cash payment equal to the value of a prorated Share Award (where the prorated amount is determined by the Committee and may be based, in part, on the length of your service) that would otherwise have been made to you, may be made to you at the same time as Share Awards are made.
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•
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You have read and you understand this Grant Letter (including Exhibit A, which is incorporated as part of this Grant Letter) and the Agreement;
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•
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You have received or have access to all of the documents referred to in this Grant Letter;
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•
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There are no other commitments or understandings currently outstanding with respect to any other grants of options, restricted stock, restricted stock units, phantom stock, stock appreciation rights, or performance awards, except as may be evidenced by other agreements entered into by you and the Company or Committee;
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•
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You may be required to accept certain terms and conditions at the end of the Performance Period with respect to any Shares that may be issued to you resulting from any portion of the Award that may be achieved;
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•
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This Agreement will be governed by and interpreted in accordance with Michigan
law, unless preempted by applicable Federal law.
The headings in this Grant Letter are for information purposes only and are not a substantive part of the operative Agreement; and
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•
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The LTIP Program is, in all respects, subject to the documents referenced in this Grant Letter and the Committee’s application of its negative discretion, and is intended to comply with, or be exempt from, as the case may be, the provisions of Internal Revenue Code Sections 162(m) and 409A.
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Grant Date
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Shares Awarded
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Vesting Schedule
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(Grant Date)
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(# of Awards Granted)
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(Vesting Schedule Dates & Quantities)
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•
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You have read and understand the Terms and Conditions, and are familiar with the provisions of the Plan.
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•
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You have received or have access to all of the documents referred to in the Terms and Conditions.
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•
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All of your rights to the Grant are embodied in the Terms and Conditions and in the Plan, and there are no other commitments or understandings currently outstanding with respect to any other grants of options, restricted stock, phantom stock or stock appreciation rights, except as may be evidenced by a written agreement between you and the Company.
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Grant Date
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Option Shares Awarded
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Grant Price Per Share
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Vesting Schedule
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Expiration Date
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(Grant Date)
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(# of Awards Granted)
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(Vesting Schedule Dates & Quantities)
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(10 Years from Grant Date)
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•
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You have read and understand the Terms and Conditions, and are familiar with the provisions of the Plan.
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•
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You have received or have access to all of the documents referred to in the Terms and Conditions.
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•
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All of your rights to the Option are embodied in the Terms and Conditions and in the Plan, and there are no other commitments or understandings currently outstanding with respect to any other grants of options, restricted stock, phantom stock or stock appreciation rights, except as may be evidenced by a written agreement between you and the Company.
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(1)
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Upon the demand of the Company you will pay to the Company in cash within 30 days after the date of such termination the amount of income realized for income tax purposes from the exercise of any Subject Options, net of all federal, state and other taxes payable on the amount of such income, plus all costs and expenses of the Company in any effort to enforce its rights hereunder; and
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(2)
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Any right you would otherwise have, pursuant to the terms of the Plan and these Terms and Conditions, to exercise any Subject Options on or after the date of such termination, shall be extinguished as of the date of such termination.
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Grant Date
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Shares Awarded
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Vesting Schedule
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(Grant Date)
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(# of Awards Granted)
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(Vesting Schedule Dates & Quantities)
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•
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You have read and understand the Terms and Conditions, and are familiar with the provisions of the Plan.
|
•
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You have received or have access to all of the documents referred to in the Terms and Conditions.
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•
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All of your rights to the Grant are embodied in the Terms and Conditions and in the Plan, and there are no other commitments or understandings currently outstanding with respect to any other grants of options, restricted stock, phantom stock or stock appreciation rights, except as may be evidenced by a written agreement between you and the Company.
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NAME
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JURISDICTION OF FORMATION
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Airex 3, LLC
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Michigan
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Behr Holdings Corporation
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Delaware
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Behr Process Corporation
(1)
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California
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BEHR PAINTS IT!, INC.
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California
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Behr Process Canada Ltd.
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Canada
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Behr Sales Inc.
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California
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Masterchem Industries LLC
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Missouri
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ColorAxis, Inc.
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California
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Behr Process Paints (India) Private Limited
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India
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BrassCraft Manufacturing Company
(2)
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Michigan
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Brasstech, Inc.
(3)
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California
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Delta Faucet (China) Co. Ltd.
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China
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Delta Faucet Company Mexico, S. de R.L. de C.V.
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Mexico
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Kichler Lighting LLC
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Delaware
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L.D. Kichler Lighting Services (Shanghai) Co., Ltd.
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China
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Landex of Wisconsin, Inc.
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Wisconsin
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Liberty Hardware Mfg. Corp.
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Florida
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Masco Asia (Shenzhen) Co. Ltd.
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China
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Masco Building Products Corp.
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Delaware
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Masco Cabinetry LLC
(4)
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Delaware
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Masco Cabinetry Hong Kong Limited
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Hong Kong
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Masco Cabinetry Middlefield LLC
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Ohio
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Masco Capital Corporation
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Delaware
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Masco Chile Limitada
(5)
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Chile
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Masco Corporation of Indiana
|
Indiana
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Delta Faucet Company
(6)
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Indiana
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Delta Faucet Company of Tennessee
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Delaware
|
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Masco Europe, Inc.
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Delaware
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Masco Europe SCS
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Luxembourg
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Masco Europe S. á r.l.
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Luxembourg
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Behr (Beijing) Paint Company Limited
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China
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Behr Paint (Beijing) Commercial Co., Ltd.
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China
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(1) Also conducts business under the assumed names Behr Paint Company, Behr Pro and Masco Coatings Group.
(2) Also conducts business under the assumed name Cobra Products, Inc. and Plumbers Quality Tool Mfg. Co., Inc.
(3) Also conducts business under the assumed names Ginger, Motiv, Newport Brass and Newport Metal Finishing, Inc.
(4) Also conducts business under the assumed names KraftMaid Cabinetry, Merillat and Quality Cabinets.
(5) Masco Corporation’s ownership is 99.99%.
(6) Also conducts business under the assumed names Brizo Kitchen & Bath, Masco Bathing Company and Peerless Faucet
Company
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||
Date: February 7, 2019
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By:
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/s/ Keith J. Allman
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|
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Keith J. Allman
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President and Chief Executive Officer
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Date: February 7, 2019
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By:
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/s/ John G. Sznewajs
|
|
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John G. Sznewajs
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|
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Vice President, Chief Financial Officer
|
Date:
|
February 7, 2019
|
|
/s/ Keith J. Allman
|
|
|
Name:
|
Keith J. Allman
|
||
|
Title:
|
President and Chief Executive Officer
|
||
Date:
|
February 7, 2019
|
|
/s/ John G. Sznewajs
|
|
|
Name:
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John G. Sznewajs
|
||
|
Title:
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Vice President, Chief Financial Officer
|