UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
For the quarterly period ended June 30, 2024
or
For the transition period from ___________ to ___________
Commission file number: 1-5794
(Exact name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||||||||
| | ||||||||||||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||||||||
(313 ) 274-7400
(Registrant's telephone number, including area code)
Securities Registered Pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol | Name of Each Exchange On Which Registered | ||||||||||||
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
☑ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| Emerging growth company | ||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.
| Class | Shares Outstanding at June 30, 2024 | |||||||
| Common stock, par value $1.00 per share | ||||||||
MASCO CORPORATION
INDEX
| Page | ||||||||||||||
MASCO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)
June 30, 2024 and December 31, 2023
(In Millions, Except Share Data)
| June 30, 2024 | December 31, 2023 | ||||||||||
| ASSETS | |||||||||||
| Current assets: | |||||||||||
| Cash and cash investments | $ | $ | |||||||||
| Receivables | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Goodwill | |||||||||||
| Other intangible assets, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Notes payable | |||||||||||
| Accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt | |||||||||||
| Noncurrent operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | $ | $ | |||||||||
| Commitments and contingencies (Note L) | |||||||||||
| Redeemable noncontrolling interest | |||||||||||
| EQUITY | |||||||||||
| Masco Corporation's shareholders' equity: | |||||||||||
Common shares, par value $ Authorized shares: Issued and outstanding: 2024 – | |||||||||||
Preferred shares authorized: Issued and outstanding: 2024 and 2023 – | |||||||||||
| Paid-in capital | |||||||||||
| Retained deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
| Total Masco Corporation's shareholders' deficit | ( | ( | |||||||||
| Noncontrolling interest | |||||||||||
| Total equity | |||||||||||
| Total liabilities and equity | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
Amounts may not add due to rounding.
1
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For the Three and Six Months Ended June 30, 2024 and 2023
(In Millions, Except Per Common Share Data)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net sales | $ | $ | $ | $ | |||||||||||||||||||
| Cost of sales | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||
| Other income (expense), net: | |||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | |||||||||||||||||||
| Other, net | ( | ( | ( | ( | |||||||||||||||||||
| ( | ( | ( | ( | ||||||||||||||||||||
| Income before income taxes | |||||||||||||||||||||||
| Income tax expense | |||||||||||||||||||||||
| Net income | |||||||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | |||||||||||||||||||||||
| Net income attributable to Masco Corporation | $ | $ | $ | $ | |||||||||||||||||||
| Income per common share attributable to Masco Corporation: | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
See notes to condensed consolidated financial statements.
Amounts may not add due to rounding.
2
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
For the Three and Six Months Ended June 30, 2024 and 2023
(In Millions)
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Net income attributable to noncontrolling interest | |||||||||||||||||||||||
| Net income attributable to Masco Corporation | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
| Cumulative translation adjustment | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Pension and other post-retirement benefits | |||||||||||||||||||||||
| Other comprehensive (loss) income, net of tax | ( | ( | ( | ||||||||||||||||||||
| Less: Other comprehensive loss attributable to noncontrolling interest | ( | ( | ( | ||||||||||||||||||||
| Other comprehensive (loss) income attributable to Masco Corporation | $ | ( | $ | ( | $ | ( | $ | ||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Total comprehensive income attributable to noncontrolling interest | |||||||||||||||||||||||
| Total comprehensive income attributable to Masco Corporation | $ | $ | $ | $ | |||||||||||||||||||
See notes to condensed consolidated financial statements.
Amounts may not add due to rounding.
3
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For the Six Months Ended June 30, 2024 and 2023
(In Millions)
| Six Months Ended June 30, | |||||||||||
| 2024 | 2023 | ||||||||||
| CASH FLOWS FROM (FOR) OPERATING ACTIVITIES: | |||||||||||
| Cash provided by operations | $ | $ | |||||||||
| Increase in receivables | ( | ( | |||||||||
| (Increase) decrease in inventories | ( | ||||||||||
| Decrease in accounts payable and accrued liabilities, net | ( | ( | |||||||||
| Net cash from operating activities | |||||||||||
| CASH FLOWS FROM (FOR) FINANCING ACTIVITIES: | |||||||||||
| Purchase of Company common stock | ( | ( | |||||||||
| Cash dividends paid | ( | ( | |||||||||
| Purchase of redeemable noncontrolling interest | ( | ||||||||||
| Dividends paid to noncontrolling interest | ( | ( | |||||||||
| Proceeds from short-term borrowings | |||||||||||
| Payment of term loan | ( | ||||||||||
| Proceeds from the exercise of stock options | |||||||||||
| Employee withholding taxes paid on stock-based compensation | ( | ( | |||||||||
| Decrease in debt, net | ( | ( | |||||||||
| Net cash for financing activities | ( | ( | |||||||||
| CASH FLOWS FROM (FOR) INVESTING ACTIVITIES: | |||||||||||
| Capital expenditures | ( | ( | |||||||||
| Acquisition of business | ( | ||||||||||
| Other, net | ( | ( | |||||||||
| Net cash for investing activities | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash investments | ( | ||||||||||
| CASH AND CASH INVESTMENTS: | |||||||||||
| Decrease for the period | ( | ( | |||||||||
| At January 1 | |||||||||||
| At June 30 | $ | $ | |||||||||
See notes to condensed consolidated financial statements.
Amounts may not add due to rounding.
4
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
For the Three and Six Months Ended June 30, 2024 and 2023
(In Millions, Except Per Common Share Data)
| Total | Common Shares ($ | Paid-In Capital | Retained (Deficit) Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | ||||||||||||||||||||||||||||||
| Balance, January 1, 2023 | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||
| Total comprehensive income | — | — | |||||||||||||||||||||||||||||||||
| Shares issued | — | — | — | ||||||||||||||||||||||||||||||||
| Shares retired: | |||||||||||||||||||||||||||||||||||
| Repurchased | ( | ( | ( | ( | — | — | |||||||||||||||||||||||||||||
| Surrendered (non-cash) | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Cash dividends declared | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, March 31, 2023 | $ | ( | $ | $ | $ | ( | $ | $ | |||||||||||||||||||||||||||
| Total comprehensive income (loss) | — | — | ( | ||||||||||||||||||||||||||||||||
| Shares issued | — | — | — | ||||||||||||||||||||||||||||||||
| Shares retired: | |||||||||||||||||||||||||||||||||||
| Repurchased | ( | ( | ( | ( | — | — | |||||||||||||||||||||||||||||
| Cash dividends declared | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, June 30, 2023 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
5
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (Concluded)
For the Three and Six Months Ended June 30, 2024 and 2023
(In Millions, Except Per Common Share Data)
| Total | Common Shares ($ | Paid-In Capital | Retained (Deficit) Earnings | Accumulated Other Comprehensive Income (Loss) | Noncontrolling Interest | ||||||||||||||||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Total comprehensive income (loss) | — | — | ( | ||||||||||||||||||||||||||||||||
| Shares issued | — | — | — | ||||||||||||||||||||||||||||||||
| Shares retired: | |||||||||||||||||||||||||||||||||||
| Repurchased | ( | ( | ( | ( | — | — | |||||||||||||||||||||||||||||
| Surrendered (non-cash) | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Cash dividends declared | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Redemption of redeemable noncontrolling interest | — | — | — | — | |||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
| Total comprehensive income (loss) | — | — | ( | ||||||||||||||||||||||||||||||||
| Shares retired: | |||||||||||||||||||||||||||||||||||
| Repurchased | ( | ( | ( | ( | — | — | |||||||||||||||||||||||||||||
| Cash dividends declared | ( | — | — | ( | — | — | |||||||||||||||||||||||||||||
| Dividends declared to noncontrolling interest | ( | — | — | — | — | ( | |||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
| Balance, June 30, 2024 | $ | $ | $ | $ | ( | $ | $ | ||||||||||||||||||||||||||||
See notes to condensed consolidated financial statements.
Amounts may not add due to rounding.
6
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
A. ACCOUNTING POLICIES
In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, of a normal recurring nature, necessary to fairly state our financial position at June 30, 2024, our results of operations and comprehensive income (loss) for the three and six months ended June 30, 2024 and 2023, cash flows for the six months ended June 30, 2024 and 2023 and changes in shareholders' equity for the three and six months ended June 30, 2024 and 2023. The condensed consolidated balance sheet at December 31, 2023 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted ("GAAP") in the United States of America. Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes.
Recently Adopted Accounting Pronouncements. In November 2023, the Financial Accounting Standards Board ("FASB") issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires additional disclosures regarding an entity's reportable segments, particularly regarding significant segment expenses, as well as information relating to the chief operating decision maker. We adopted this standard on a retrospective basis for annual periods beginning January 1, 2024, and will adopt this standard for interim periods beginning in 2025. The adoption of this guidance will modify our annual disclosures in 2024, but will not have an impact on our financial position and results of operations.
In March 2023, the FASB issued ASU 2023-02, "Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method,” which permits an entity to elect to account for their tax equity investments using the proportional amortization method if certain conditions are met, regardless of the tax credit program from which the income tax credits are received. We adopted this standard beginning January 1, 2024. The adoption of this new standard did not have an impact on our financial position or results of operations.
In September 2022, the FASB issued ASU 2022-04, "Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires that an entity that uses a supplier finance program in connection with the purchase of goods or services disclose information about the program’s nature, activity during the period, changes from period to period, and potential magnitude. We adopted this standard for annual periods on a retrospective basis, including interim periods within those annual periods, beginning January 1, 2023. We also adopted the amendment on rollforward information, which became effective prospectively for annual periods beginning January 1, 2024. The adoption of this guidance modified our disclosures and will modify our annual disclosures for the rollforward information in 2024, but did not have an impact on our financial position and results of operations.
Recently Issued Accounting Pronouncements. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires additional income tax disclosures, particularly regarding the effective tax rate reconciliation and income taxes paid. ASU 2023-09 is effective on a prospective basis for annual periods beginning January 1, 2025, with early adoption permitted. The adoption of this guidance will modify our disclosures, but will not have an impact on our financial position and results of operations.
7
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
B. ACQUISITIONS
In the third quarter of 2023, we acquired all of the share capital of Sauna360 Group Oy (“Sauna360”) for approximately €124 million ($136 million), net of cash acquired. Sauna360 has a portfolio of products that includes traditional, infrared, and wood-burning saunas as well as steam showers. The business is included within the Plumbing Products segment. In connection with this acquisition, we recognized $22 million of indefinite-lived intangible assets, which is related to trademarks, and $45 million of definite-lived intangible assets, primarily related to customer relationships. The definite-lived intangible assets are being amortized on a straight-line basis over a weighted average amortization period of 16 years. We also recognized $60 million of goodwill, which is not tax deductible, and is related primarily to the expected synergies from combining the operations into our business. During the fourth quarter of 2023, we updated the allocation of the purchase price to certain identifiable assets and liabilities based on analysis of information as of the acquisition date, which resulted in a $1 million decrease to goodwill. The purchase price allocation for this acquisition is based on analysis of information as of the acquisition date that was available through June 30, 2024, and will be updated through the measurement period, if necessary.
In the first quarter of 2021, our Hansgrohe SE subsidiary acquired a 75.1 percent equity interest in Easy Sanitary Solutions B.V. ("ESS"). The remaining 24.9 percent equity interest in ESS was subject to a call and put option that was exercisable by Hansgrohe SE or the sellers, respectively, any time after December 31, 2023. The redemption value of the call and put option was the same and based on a floating EBITDA value. The call and put options were determined to be embedded within the redeemable noncontrolling interest and were recorded as temporary equity in the condensed consolidated balance sheets. We elected to adjust the redeemable noncontrolling interest to its full redemption amount directly into retained deficit.
In the first quarter of 2024, the sellers exercised their put option to sell the remaining 24.9 percent equity interest in ESS for €13 million ($15 million). The transaction was accounted for as an equity purchase transaction.
C. REVENUE
Our revenues are derived from sales to customers in the following geographic areas: North America and International, which are particularly in Europe. Net sales from these geographic areas, by segment, were as follows, in millions:
| Three Months Ended June 30, 2024 | |||||||||||||||||
| Plumbing Products | Decorative Architectural Products | Total | |||||||||||||||
| Primary geographic areas: | |||||||||||||||||
| North America | $ | $ | $ | ||||||||||||||
| International | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Six Months Ended June 30, 2024 | |||||||||||||||||
| Plumbing Products | Decorative Architectural Products | Total | |||||||||||||||
| Primary geographic areas: | |||||||||||||||||
| North America | $ | $ | $ | ||||||||||||||
| International | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
8
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
C. REVENUE (Concluded)
| Three Months Ended June 30, 2023 | |||||||||||||||||
| Plumbing Products | Decorative Architectural Products | Total | |||||||||||||||
| Primary geographic areas: | |||||||||||||||||
| North America | $ | $ | $ | ||||||||||||||
| International | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
| Six Months Ended June 30, 2023 | |||||||||||||||||
| Plumbing Products | Decorative Architectural Products | Total | |||||||||||||||
| Primary geographic areas: | |||||||||||||||||
| North America | $ | $ | $ | ||||||||||||||
| International | |||||||||||||||||
| Total | $ | $ | $ | ||||||||||||||
We recognized $4 million and $3 million of revenue for the three months ended June 30, 2024 and 2023, respectively, related to performance obligations settled in previous quarters of the same year. We recognized $2 4 million and $5 million of revenue for the three and six months ended June 30, 2023, respectively, related to performance obligations settled in previous years.
Our contract asset balance was $2 million and $3 million at June 30, 2024 and December 31, 2023, respectively. Our contract liability balance was $18 million and $45 million at June 30, 2024 and December 31, 2023, respectively.
Changes in the allowance for credit losses deducted from accounts receivable were as follows, in millions:
| Six Months Ended June 30, 2024 | Twelve Months Ended December 31, 2023 | ||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Provision for expected credit losses during the period | |||||||||||
| Write-offs charged against the allowance | ( | ( | |||||||||
| Recoveries of amounts previously written off | |||||||||||
| Balance at end of period | $ | $ | |||||||||
D. DEPRECIATION AND AMORTIZATION
Depreciation and amortization expense was $76 million and $70 million for the six months ended June 30, 2024 and 2023, respectively.
E. INVENTORIES
The components of inventory were as follows, in millions:
| At June 30, 2024 | At December 31, 2023 | ||||||||||
| Finished goods | $ | $ | |||||||||
| Raw materials | |||||||||||
| Work in process | |||||||||||
| Total | $ | $ | |||||||||
9
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
F. GOODWILL AND OTHER INTANGIBLE ASSETS
Goodwill at June 30, 2024, by segment, was as follows, in millions:
| Gross Goodwill At June 30, 2024 | Accumulated Impairment Losses | Net Goodwill At June 30, 2024 | |||||||||||||||
| Plumbing Products | $ | $ | ( | $ | |||||||||||||
| Decorative Architectural Products | ( | ||||||||||||||||
| Total | $ | $ | ( | $ | |||||||||||||
The changes in the carrying amount of goodwill for the six months ended June 30, 2024, by segment, were as follows, in millions:
| Gross Goodwill At December 31, 2023 | Accumulated Impairment Losses | Net Goodwill At December 31, 2023 | Acquisitions (A) | Foreign Currency Translation | Net Goodwill At June 30, 2024 | ||||||||||||||||||||||||||||||
| Plumbing Products | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
| Decorative Architectural Products | ( | ||||||||||||||||||||||||||||||||||
| Total | $ | $ | ( | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||
(A) In the second quarter of 2024, we recognized $4 million of goodwill in our Decorative Architectural Products segment related to an immaterial acquisition.
G. SUPPLIER FINANCE PROGRAM
We facilitate a voluntary supply chain finance program (the "program") to provide certain of our suppliers with the opportunity to sell receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. A third party administers the program; our responsibility is limited to making payment on the terms originally negotiated with our supplier, regardless of whether the supplier sells its receivable to a financial institution. We do not enter into agreements with any of the participating financial institutions in connection with the program. Our current payment terms with a majority of our suppliers generally range from 45 to 90 days. The range of payment terms we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the program.
10
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
H. DEBT
On April 26, 2022, we entered into a revolving credit agreement (the “2022 Credit Agreement”) with an aggregate commitment of $1.0 billion and a maturity date of April 26, 2027. Under the 2022 Credit Agreement, at our request and subject to certain conditions, we can increase the aggregate commitment up to an additional $500 million with the current lenders or new lenders.
The 2022 Credit Agreement provides for an unsecured revolving credit facility available to us and one of our foreign subsidiaries in U.S. dollars, European euros, British pounds sterling and certain other currencies for revolving credit loans, swingline loans and letters of credit. Borrowings under the revolving credit loans denominated in any agreed upon currency other than U.S. dollars are limited to the equivalent of $500 million. We can also borrow swingline loans up to $125 million and obtain letters of credit of up to $25 million. Outstanding letters of credit under the 2022 Credit Agreement reduce our borrowing capacity and we had no outstanding letters of credit under the 2022 Credit Agreement at June 30, 2024.
The 2022 Credit Agreement contains financial covenants requiring us to maintain (A) a net leverage ratio, as adjusted for certain items, not exceeding 4.0 to 1.0, and (B) an interest coverage ratio, as adjusted for certain items, not less than 2.5 to 1.0.
In order for us to borrow under the 2022 Credit Agreement, there must not be any default in our covenants in the 2022 Credit Agreement (i.e., in addition to the two financial covenants described above, principally limitations on subsidiary debt, negative pledge restrictions, and requirements relating to legal compliance, maintenance of our properties and insurance) and our representations and warranties in the 2022 Credit Agreement must be true in all material respects on the date of borrowing (i.e., principally no material adverse change or litigation likely to result in a material adverse change, since December 31, 2021, no material ERISA or environmental non-compliance, and no material tax deficiency). We were in compliance with all covenants and no borrowings were outstanding at June 30, 2024.
On April 26, 2022, we entered into a 364 -day $500 million senior unsecured delayed draw term loan (the "term loan") due April 26, 2023 with a syndicate of lenders. The term loan and commitments thereunder were subject to prepayment or termination at our option and the loans bore interest at SOFR plus a spread adjustment and 0.70 %. The covenants, including the financial covenants, were substantially the same as those in the 2022 Credit Agreement. We repaid $300 million during 2022 and the remaining $200 million upon the maturity of the term loan on April 26, 2023.
On May 9, 2023, our Hansgrohe SE subsidiary entered into €70 million ($77 million) of short-term borrowings to support working capital needs. The loans contained no financial covenants and the full amount remained borrowed and outstanding at a weighted average interest rate of 4.173 % at June 30, 2023, and was fully repaid at December 31, 2023.
11
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
I. SEGMENT INFORMATION
Information by segment and geographic area was as follows, in millions:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||||||||||||||||||||||
| Net Sales (A) | Operating Profit | Net Sales (A) | Operating Profit | ||||||||||||||||||||||||||||||||||||||||||||
| Our operations by segment were: | |||||||||||||||||||||||||||||||||||||||||||||||
| Plumbing Products | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Decorative Architectural Products | |||||||||||||||||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| Our operations by geographic area were: | |||||||||||||||||||||||||||||||||||||||||||||||
| North America | $ | $ | $ | $ | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||
| International | |||||||||||||||||||||||||||||||||||||||||||||||
| Total, as above | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
| General corporate expense, net | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Operating profit | |||||||||||||||||||||||||||||||||||||||||||||||
| Other income (expense), net | ( | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
| Income before income taxes | $ | $ | $ | $ | |||||||||||||||||||||||||||||||||||||||||||
(A) Inter-segment sales were not material.
J. INCOME TAXES
Our effective tax rate was 26 24 16 million and $12 million of income tax benefits, respectively. For both periods, the income tax benefits primarily resulted from stock-based compensation and a reduction in the liability for uncertain tax positions resulting from the expiration of statutes of limitation.
12
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
K. INCOME PER COMMON SHARE
Reconciliations of the numerators and denominators used in the computations of basic and diluted income per common share were as follows, in millions:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Numerator (basic and diluted): | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Less: Allocation to unvested restricted stock awards | |||||||||||||||||||||||
| Net income attributable to common shareholders | $ | $ | $ | $ | |||||||||||||||||||
| Denominator: | |||||||||||||||||||||||
| Basic common shares (based upon weighted average) | |||||||||||||||||||||||
| Add: Dilutive effect of stock options and other stock-based incentives | |||||||||||||||||||||||
| Diluted common shares | |||||||||||||||||||||||
For the three and six months ended June 30, 2024 and 2023, we allocated dividends and undistributed earnings to the unvested restricted stock awards.
The following stock options, restricted stock units and performance restricted stock units were excluded from the computation of weighted-average diluted common shares outstanding due to their anti-dilutive effect, in thousands:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||||||||||
| Number of stock options | |||||||||||||||||||||||
| Number of restricted stock units | |||||||||||||||||||||||
| Number of performance restricted stock units | |||||||||||||||||||||||
Effective October 20, 2022, our Board of Directors authorized the repurchase, for retirement, of up to $2.0 billion of shares of our common stock, exclusive of excise tax, in open-market transactions or otherwise. During the six months ended June 30, 2024, we repurchased and retired approximately 4.1 million shares of our common stock (including 0.4 million shares to offset the dilutive impact of restricted stock units granted in the six months ended June 30, 2024) for approximately $292 million, inclusive of excise tax of $2 million. At June 30, 2024, we had approximately $1.4 billion remaining under the 2022 authorization.
13
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Concluded)
L. OTHER COMMITMENTS AND CONTINGENCIES
Litigation. We are involved in claims and litigation, including class actions, mass torts and regulatory proceedings, which arise in the ordinary course of our business. The types of matters may include, among others: advertising, competition, contract, data privacy, employment, environmental, insurance coverage, intellectual property, personal injury, product compliance, product liability, securities and warranty. We believe we have adequate defenses in these matters. We are also subject to product safety regulations, product recalls and direct claims for product liabilities. We believe the likelihood that the outcome of these claims, litigation and product safety matters would have a material adverse effect on us is remote. However, there is no assurance that we will prevail in these matters, and we could, in the future, incur judgments or penalties, enter into settlements of claims or revise our expectations regarding the outcome of these matters, which could materially impact our results of operations.
Warranty. Changes in our warranty liability were as follows, in millions:
| Six Months Ended June 30, 2024 | Twelve Months Ended December 31, 2023 | ||||||||||
| Balance at January 1 | $ | $ | |||||||||
| Accruals for warranties issued during the period | |||||||||||
| Accruals related to pre-existing warranties | |||||||||||
| Settlements made (in cash or kind) during the period | ( | ( | |||||||||
| Other, net (including currency translation and acquisitions) | ( | ||||||||||
| Balance at end of period | $ | $ | |||||||||
14
| MASCO CORPORATION | |||||
| Item 2. | |||||
| MANAGEMENT'S DISCUSSION AND ANALYSIS OF | |||||
| FINANCIAL CONDITION AND RESULTS OF OPERATIONS | |||||
Overview
Due to changing market conditions, we are experiencing, and may continue to experience, lower market demand for our products. We have been experiencing, and may continue to experience, elevated commodity and other input costs, as well as employee-related cost inflation. We aim to offset the potential unfavorable impact of our costs and lower demand for our products with productivity improvements, pricing, and other initiatives.
We continue to execute our strategies of leveraging our strong brand portfolio, our industry-leading positions and the Masco Operating System, our methodology to drive growth and productivity, to create long-term shareholder value. We remain confident in the fundamentals of our business and long-term strategy. We believe that our strong financial position and cash flow generation, together with our investments in our industry-leading branded building products, our continued focus on innovation and customer service and disciplined capital allocation, will allow us to drive long-term growth and create value for our shareholders.
SECOND QUARTER 2024 AND THE FIRST SIX MONTHS 2024 VERSUS
SECOND QUARTER 2023 AND THE FIRST SIX MONTHS 2023
SECOND QUARTER 2023 AND THE FIRST SIX MONTHS 2023
Consolidated Results of Operations
We report our financial results in accordance with accounting principles generally accepted in the United States of America ("GAAP"). However, we believe that certain non-GAAP performance measures and ratios used in managing the business may provide users of this financial information with additional meaningful comparisons between current results and results in prior periods. Non-GAAP performance measures and ratios should be viewed in addition to, and not as an alternative for, our reported results under GAAP. Within the tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes.
The following discussion of consolidated results of operations refers to the three and six months ended June 30, 2024 compared to the same periods of 2023.
NET SALES
Below is a summary of our net sales, in millions, for the three and six months ended June 30, 2024 and 2023:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Change | 2024 | 2023 | Change | ||||||||||||||||||||||||||||||
| Net sales, as reported | $ | 2,091 | $ | 2,127 | (2) | % | $ | 4,017 | $ | 4,106 | (2) | % | |||||||||||||||||||||||
| Acquisitions | (23) | — | (45) | — | |||||||||||||||||||||||||||||||
| Net sales, excluding acquisitions | 2,068 | 2,127 | (3) | % | 3,973 | 4,106 | (3) | % | |||||||||||||||||||||||||||
| Currency translation | 14 | — | 18 | — | |||||||||||||||||||||||||||||||
| Net sales, excluding acquisitions and the effect of currency translation | $ | 2,082 | $ | 2,127 | (2) | % | $ | 3,991 | $ | 4,106 | (3) | % | |||||||||||||||||||||||
15
Our net sales for the three months ended June 30, 2024 were $2,091 million, which decreased two percent compared to the three months ended June 30, 2023. Excluding acquisitions and the effect of currency translation, net sales decreased two percent. Our net sales for the three months ended June 30, 2024 decreased primarily due to lower sales volume driven by paints and other coating products which decreased sales by two percent and unfavorable sales mix of plumbing products which decreased sales by one percent.
Our net sales for the six months ended June 30, 2024 were $4,017 million, which decreased two percent compared to the six months ended June 30, 2023. Excluding acquisitions and the effect of currency translation, net sales decreased three percent. Our net sales for the six months ended June 30, 2024 decreased primarily due to lower sales volume across the entire company which decreased sales by three percent and unfavorable sales mix of plumbing products which decreased sales by one percent. These amounts were partially offset by higher net selling prices which increased sales by one percent, driven by plumbing products.
RESULTS OF OPERATIONS
Below is a summary of our results of operations for the three and six months ended June 30, 2024 and 2023:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Favorable / (Unfavorable) | 2024 | 2023 | Favorable / (Unfavorable) | ||||||||||||||||||||||||||||||
Net sales | $ | 2,091 | $ | 2,127 | (2) | % | $ | 4,017 | $ | 4,106 | (2) | % | |||||||||||||||||||||||
Cost of sales | (1,306) | (1,358) | 4 | % | (2,547) | (2,668) | 5 | % | |||||||||||||||||||||||||||
| Gross profit | $ | 785 | $ | 769 | 2 | % | $ | 1,470 | $ | 1,438 | 2 | % | |||||||||||||||||||||||
| Gross margin | 37.5 | % | 36.2 | % | 130 bps | 36.6 | % | 35.0 | % | 160 bps | |||||||||||||||||||||||||
| Selling, general and administrative expenses | $ | (388) | $ | (366) | (6) | % | $ | (755) | $ | (720) | (5) | % | |||||||||||||||||||||||
Selling, general and administrative expenses as a percent of net sales | (18.6) | % | (17.2) | % | (140) bps | (18.8) | % | (17.5) | % | (130) bps | |||||||||||||||||||||||||
| Operating profit | $ | 397 | $ | 403 | (1) | % | $ | 715 | $ | 718 | — | % | |||||||||||||||||||||||
| Operating profit margin | 19.0 | % | 18.9 | % | 10 bps | 17.8 | % | 17.5 | % | 30 bps | |||||||||||||||||||||||||
Three Months Ended June 30, 2024
Our gross profit for the three months ended June 30, 2024 was $785 million, which increased two percent, was positively impacted by cost savings initiatives and lower commodity costs, partially offset by unfavorable sales mix and two percent due to lower sales volume.
Our selling, general and administrative expenses for the three months ended June 30, 2024 were $388 million, which increased six percent, primarily impacted by higher employee-related costs.
Our operating profit for the three months ended June 30, 2024 was $397 million, which decreased one percent, was negatively impacted by higher selling, general and administrative expenses, partially offset by increased gross profit.
16
Six Months Ended June 30, 2024
Our gross profit for the six months ended June 30, 2024 was $1,470 million, which increased two percent, was positively impacted by cost savings initiatives, two percent due to higher net selling prices, as well as lower commodity costs. These amounts were partially offset by three percent due to lower sales volume, as well as unfavorable sales mix.
Our selling, general and administrative expenses for the six months ended June 30, 2024 were $755 million, which increased five percent, primarily impacted by higher employee-related costs.
Our operating profit for the six months ended June 30, 2024 was $715 million, which remained relatively flat, was negatively impacted by higher selling, general and administrative expenses, mostly offset by increased gross profit.
OTHER INCOME (EXPENSE), NET
Below is a summary of our other income (expense), net, in millions, for the three and six months ended June 30, 2024 and 2023:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Favorable / (Unfavorable) | 2024 | 2023 | Favorable / (Unfavorable) | ||||||||||||||||||||||||||||||
| Interest expense | $ | (26) | $ | (28) | 7 | % | $ | (50) | $ | (56) | 11 | % | |||||||||||||||||||||||
| Other, net | (5) | (1) | (400) | % | (10) | (3) | (233) | % | |||||||||||||||||||||||||||
Other income (expense), net | $ | (31) | $ | (29) | (7) | % | $ | (61) | $ | (59) | (3) | % | |||||||||||||||||||||||
INCOME TAXES
Below is a summary of our income tax expense, in millions, and our effective tax rate for the three and six months ended June 30, 2024 and 2023:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Favorable / (Unfavorable) | 2024 | 2023 | Favorable / (Unfavorable) | ||||||||||||||||||||||||||||||
| Income tax expense | $ | (94) | $ | (96) | 2% | $ | (154) | $ | (160) | 4% | |||||||||||||||||||||||||
| Effective tax rate | (26) | % | (26) | % | — bps | (24) | % | (24) | % | — bps | |||||||||||||||||||||||||
Our effective tax rate for the six months ended June 30, 2024 and 2023 was favorably impacted by $16 million and $12 million of income tax benefits, respectively. For both periods, the income tax benefits primarily resulted from stock-based compensation and a reduction in the liability for uncertain tax positions resulting from the expiration of statutes of limitation.
NET INCOME AND INCOME PER COMMON SHARE - ATTRIBUTABLE TO MASCO CORPORATION
Below is a summary of our net income, in millions, and diluted income per common share for the three and six months ended June 30, 2024 and 2023:
| Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||||||||||||||||||||||||||
| 2024 | 2023 | Favorable / (Unfavorable) | 2024 | 2023 | Favorable / (Unfavorable) | ||||||||||||||||||||||||||||||
| Net income | $ | 258 | $ | 263 | (2) | % | $ | 473 | $ | 468 | 1 | % | |||||||||||||||||||||||
| Diluted income per common share | $ | 1.17 | $ | 1.16 | 1 | % | $ | 2.14 | $ | 2.07 | 3 | % | |||||||||||||||||||||||
17
Business Segment and Geographic Area Results
The following tables set forth our net sales and operating profit information by business segment and geographic area, dollars in millions.
| Three Months Ended June 30, | Percent Change | Six Months Ended June 30, | Percent Change | ||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 vs. 2023 | 2024 | 2023 | 2024 vs. 2023 | ||||||||||||||||||||||||||||||
| Net Sales: | |||||||||||||||||||||||||||||||||||
| Plumbing Products | $ | 1,253 | $ | 1,225 | 2 | % | $ | 2,445 | $ | 2,447 | — | % | |||||||||||||||||||||||
| Decorative Architectural Products | 838 | 902 | (7) | % | 1,572 | 1,659 | (5) | % | |||||||||||||||||||||||||||
| Total | $ | 2,091 | $ | 2,127 | (2) | % | $ | 4,017 | $ | 4,106 | (2) | % | |||||||||||||||||||||||
| North America | $ | 1,695 | $ | 1,718 | (1) | % | $ | 3,220 | $ | 3,273 | (2) | % | |||||||||||||||||||||||
International | 397 | 409 | (3) | % | 797 | 833 | (4) | % | |||||||||||||||||||||||||||
| Total | $ | 2,091 | $ | 2,127 | (2) | % | $ | 4,017 | $ | 4,106 | (2) | % | |||||||||||||||||||||||
| Three Months Ended June 30, | Percent Change | Six Months Ended June 30, | Percent Change | ||||||||||||||||||||||||||||||||
| 2024 | 2023 | 2024 vs. 2023 | 2024 | 2023 | 2024 vs. 2023 | ||||||||||||||||||||||||||||||
Operating Profit: | |||||||||||||||||||||||||||||||||||
| Plumbing Products | $ | 247 | $ | 244 | 1 | % | $ | 472 | $ | 450 | 5 | % | |||||||||||||||||||||||
| Decorative Architectural Products | 174 | 180 | (3) | % | 299 | 312 | (4) | % | |||||||||||||||||||||||||||
| Total | $ | 421 | $ | 424 | (1) | % | $ | 771 | $ | 762 | 1 | % | |||||||||||||||||||||||
| North America | $ | 360 | $ | 358 | 1 | % | $ | 645 | $ | 624 | 3 | % | |||||||||||||||||||||||
International | 61 | 66 | (8) | % | 126 | 138 | (9) | % | |||||||||||||||||||||||||||
| Total | 421 | 424 | (1) | % | 771 | 762 | 1 | % | |||||||||||||||||||||||||||
| General corporate expense, net | (24) | (21) | 14 | % | (55) | (44) | 25 | % | |||||||||||||||||||||||||||
| Total operating profit | $ | 397 | $ | 403 | (1) | % | $ | 715 | $ | 718 | — | % | |||||||||||||||||||||||
The following discussion of business segment and geographic area results refers to the three and six months ended June 30, 2024 compared to the same periods of 2023. Changes in operating profit in the following business segment and geographic area results discussion exclude general corporate expense, net.
18
BUSINESS SEGMENT RESULTS DISCUSSION
Plumbing Products
Sales
Net sales in the Plumbing Products segment increased two percent for the three months ended June 30, 2024, and remained flat for the six months ended June 30, 2024. In local currencies (including sales in currencies outside their respective functional currencies), net sales increased three percent and one percent for the three and six months ended June 30, 2024, respectively. Higher net selling prices increased sales by two percent and the acquisition of Sauna360 Group Oy ("Sauna360") increased sales by two percent for both the three and six months ended June 30, 2024. For the three months ended June 30, 2024, these amounts were partially offset by unfavorable sales mix which decreased sales by one percent. For the six months ended June 30, 2024, these amounts were mostly offset by lower sales volume which decreased sales by three percent and unfavorable sales mix which decreased sales by one percent.
Operating Results
Operating profit in the Plumbing Products segment for the three and six months ended June 30, 2024 was positively impacted by higher net selling prices and cost savings initiatives. These amounts were partially offset by lower sales volume for the six months ended June 30, 2024 and unfavorable sales mix and increased employee-related costs for the three and six months ended June 30, 2024.
Decorative Architectural Products
Sales
Net sales in the Decorative Architectural Products segment decreased seven percent and five percent for the three and six months ended June 30, 2024, respectively. These decreases were due primarily to lower sales volume for paints and other coating products and builders' hardware products and lower net selling prices for paints and other coating products for both periods.
Operating Results
Operating profit in the Decorative Architectural Products segment for the three and six months ended June 30, 2024 was negatively impacted by lower net selling prices and lower sales volume, partially offset by lower commodity costs and cost savings initiatives. For the three months ended June 30, 2024, operating profit was also positively impacted by lower marketing costs.
GEOGRAPHIC AREA RESULTS DISCUSSION
North America
Sales
North America net sales decreased one percent and two percent for the three and six months ended June 30, 2024, respectively. Lower sales volume decreased sales by two percent and three percent for the three and six months ended June 30, 2024, respectively, and unfavorable sales mix decreased sales by one percent for both periods. This was partially offset by the acquisition of Sauna360 which increased sales by one percent for both periods.
Operating Results
North America operating profit for the three and six months ended June 30, 2024 was positively impacted by cost saving initiatives and lower commodity costs. For the three and six months ended June 30, 2024, these amounts were partially offset by lower sales volume, increased employee-related costs and unfavorable sales mix.
19
International
Sales
International net sales decreased three percent and four percent for the three and six months ended June 30, 2024, respectively. In local currencies (including sales in currencies outside their respective functional currencies), net sales decreased one percent and three percent for the three and six months ended June 30, 2024, respectively. Lower sales volume decreased sales by two percent for the six months ended June 30, 2024 and unfavorable sales mix decreased sales by two percent and one percent for the three and six months ended June 30, 2024, respectively. These amounts were partially offset by higher net selling prices which increased sales by one percent for both periods.
Operating Results
International operating profit for the three and six months ended June 30, 2024 was negatively impacted by unfavorable sales mix and unfavorable foreign currency translation. For the six months ended June 30, 2024, operating profit was also negatively impacted by lower sales volume. For the three and six months ended June 30, 2024, these amounts were partially offset by cost saving initiatives and increased net selling prices.
Liquidity and Capital Resources
Overview of Capital Structure
We had cash and cash investments of approximately $398 million and $634 million at June 30, 2024 and December 31, 2023, respectively. Our cash and cash investments consist of overnight interest bearing money market demand accounts, time deposit accounts, and money market mutual funds containing government securities and treasury obligations. While we attempt to diversify these investments in a prudent manner to minimize risk, it is possible that future changes in the financial markets could affect the security or availability of these investments. Of the cash and cash investments we held at June 30, 2024 and December 31, 2023, $284 million and $323 million, respectively, was held in our foreign subsidiaries. If these funds were needed for our operations in the U.S., their repatriation into the U.S. would not result in significant additional U.S. income tax or foreign withholding tax, as we have recorded such taxes on substantially all undistributed foreign earnings, except for those that are legally restricted.
Our current ratio was 1.8 to 1 and 1.7 to 1 at June 30, 2024 and December 31, 2023, respectively.
We believe that our present cash balance and cash flows from operations, and borrowing availability under our revolving credit agreement, are sufficient to fund our near-term working capital and other investment needs. We believe that our longer-term working capital and other general corporate requirements will be satisfied through cash flows from operations and, to the extent necessary, from bank borrowings and future financial market activities. However, due to the changing market conditions and its impact on our customers and suppliers, we are unable to fully estimate the extent of the impact that the changing market conditions may have on our future financial condition.
Credit Agreement
On April 26, 2022, we entered into a revolving credit agreement (the “2022 Credit Agreement”) with an aggregate commitment of $1.0 billion and a maturity date of April 26, 2027.
Under the 2022 Credit Agreement, at our request and subject to certain conditions, we can increase the aggregate commitment up to an additional $500 million with the current lenders or new lenders. See Note H to the condensed consolidated financial statements for additional information.
The 2022 Credit Agreement contains financial covenants requiring us to maintain (A) a net leverage ratio, as adjusted for certain items, not exceeding 4.0 to 1.0, and (B) an interest coverage ratio, as adjusted for certain items, not less than 2.5 to 1.0. We were in compliance with all covenants and no borrowings were outstanding at June 30, 2024.
20
364-day Term Loan
On April 26, 2022, we entered into a 364-day $500 million senior unsecured delayed draw term loan (the "term loan") due April 26, 2023 with a syndicate of lenders. The term loan and commitments thereunder were subject to prepayment or termination at our option and the loans bore interest at SOFR plus a spread adjustment and 0.70%. The covenants, including the financial covenants, were substantially the same as those in the 2022 Credit Agreement. We repaid $300 million during 2022 and the remaining $200 million upon the maturity of the term loan on April 26, 2023.
Other Liquidity and Capital Resource Activities
On May 9, 2023, our Hansgrohe SE subsidiary entered into €70 million ($77 million) of short-term borrowings to support working capital needs. The loans contained no financial covenants and the full amount remained borrowed and outstanding at a weighted average interest rate of 4.173% at June 30, 2023, and was fully repaid at December 31, 2023.
As part of our ongoing efforts to improve our cash flow and related liquidity, we work with suppliers to optimize our terms and conditions, including extending payment terms. We also facilitate a voluntary supply chain finance program (the "program") to provide certain of our suppliers with the opportunity to sell receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. The amounts confirmed as valid under the program and included in accounts payable were $53 million at both June 30, 2024 and December 31, 2023. Of the amounts confirmed as valid under the program, the amounts owed to participating financial institutions were $21 million and $28 million at June 30, 2024 and December 31, 2023, respectively. All payments made under the program are recorded as a decrease in accounts payable and accrued liabilities, net, in our condensed consolidated statements of cash flows. A downgrade in our credit rating or changes in the financial markets could limit the financial institutions’ willingness to commit funds to, and participate in, the program. We do not believe such risk would have a material impact on our working capital or cash flows, as substantially all of our payments are made outside of the program.
Share Repurchases
Effective October 20, 2022, our Board of Directors authorized the repurchase, for retirement, of up to $2.0 billion of shares of our common stock, exclusive of excise tax, in open-market transactions or otherwise. During the six months ended June 30, 2024, we repurchased and retired approximately 4.1 million shares of our common stock (including 0.4 million shares to offset the dilutive impact of restricted stock units granted in the six months ended June 30, 2024) for approximately $292 million, inclusive of excise tax of $2 million. At June 30, 2024, we had approximately $1.4 billion remaining under the 2022 authorization.
Cash Flows
For the six months ended June 30, 2024, net cash provided by operations was $252 million, primarily driven by operating profit, partially offset by changes in working capital.
For the six months ended June 30, 2024, net cash used for financing activities was $404 million, primarily due to $290 million for the repurchase and retirement of our common stock, $128 million for the payment of cash dividends, $33 million for employee withholding taxes paid on stock-based compensation, $15 million for the purchase of the remaining equity interest in Easy Sanitary Solutions B.V., and $12 million for dividends paid to noncontrolling interest. These uses of cash were partially offset by $75 million of proceeds from the exercise of stock options.
For the six months ended June 30, 2024, net cash used for investing activities was $80 million, primarily driven by $74 million of capital expenditures.
21
Cautionary Statement Concerning Forward-Looking Statements
This Report contains statements that reflect our views about our future performance and constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "outlook," "believe," "anticipate," "appear," "may," "will," "should," "intend," "plan," "estimate," "expect," "assume," "seek," "forecast," and similar references to future periods. Our views about future performance involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. We caution you against relying on any of these forward-looking statements.
Our future performance may be affected by the levels of residential repair and remodel activity, and to a lesser extent, new home construction, our ability to maintain our strong brands, to develop innovative products and respond to changing consumer purchasing practices and preferences, our ability to maintain our public image and reputation, our ability to maintain our competitive position in our industries, our reliance on key customers, the cost and availability of materials, our dependence on suppliers and service providers, extreme weather events and changes in climate, risks associated with our international operations and global strategies, our ability to achieve the anticipated benefits of our strategic initiatives, our ability to successfully execute our acquisition strategy and integrate businesses that we have acquired and may in the future acquire, our ability to attract, develop and retain a talented and diverse workforce, risks associated with cybersecurity vulnerabilities, threats and attacks and risks associated with our reliance on information systems and technology.
These and other factors are discussed in detail in Item 1A. "Risk Factors" in our most recent Annual Report on Form 10-K, as well as in other filings we make with the Securities and Exchange Commission. Any forward-looking statement made by us speaks only as of the date on which it was made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Unless required by law, we undertake no obligation to update publicly any forward-looking statements as a result of new information, future events or otherwise.
22
| MASCO CORPORATION | |||||
| Item 4. | |||||
| CONTROLS AND PROCEDURES | |||||
a.Evaluation of Disclosure Controls and Procedures.
The Company's Principal Executive Officer and Principal Financial Officer have concluded, based on an evaluation of the Company's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15 that, as of June 30, 2024, the Company's disclosure controls and procedures were effective.
b. Changes in Internal Control over Financial Reporting.
In connection with the evaluation of the Company's internal control over financial reporting that occurred during the quarter ended June 30, 2024, which is required under the Securities Exchange Act of 1934 by paragraph (d) of Exchange Rules 13a-15 or 15d-15 (as defined in paragraph (f) of Rule 13a-15), management determined that there was no change that materially affected or is reasonably likely to materially affect internal control over financial reporting.
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MASCO CORPORATION
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Information regarding legal proceedings involving us is set forth in Note L to our condensed consolidated financial statements included in Part I, Item 1 of this Report and is incorporated herein by reference.
Item 1A. Risk Factors
There have been no material changes to the risk factors of the Company set forth in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table provides information regarding the repurchase of our common stock for the three months ended June 30, 2024 under the 2022 share repurchase authorization:
| 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 | ||||||||||||||||||||||
| 4/1/24 - 4/30/24 | 776,908 | $ | 73.38 | 776,908 | $ | 1,442,487,966 | ||||||||||||||||||||
| 5/1/24 - 5/31/24 | 776,946 | $ | 70.03 | 776,946 | $ | 1,388,081,164 | ||||||||||||||||||||
| 6/1/24 - 6/30/24 | 463,613 | $ | 67.74 | 463,613 | $ | 1,356,677,192 | ||||||||||||||||||||
| Total for the quarter | 2,017,467 | $ | 70.79 | 2,017,467 | $ | 1,356,677,192 | ||||||||||||||||||||
Item 5. Other Information
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended June 30, 2024, none of our officers or directors adopted terminated
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MASCO CORPORATION
PART II. OTHER INFORMATION, Continued
Item 6. Exhibits
Non-Employee Directors Equity Program under Masco Corporation's 2024 Long Term Stock Incentive Plan. | ||||||||
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors (for awards on or after May 10, 2024). | ||||||||
| Certification by Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. | ||||||||
| Certification by Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934. | ||||||||
| Certifications required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code. | ||||||||
| 101 | The following financial information from Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, formatted in Inline XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders' Equity, and (vi) Notes to Condensed Consolidated Financial Statements. | |||||||
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101) | |||||||
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MASCO CORPORATION
PART II. OTHER INFORMATION, Concluded
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.
| MASCO CORPORATION | ||||||||
| By: | /s/ Richard J. Westenberg | |||||||
Richard J. Westenberg Vice President, Chief Financial Officer and Treasurer | ||||||||
July 25, 2024
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