1
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR QUARTER ENDED MARCH 31, 2001. COMMISSION FILE NUMBER 1-5794
MASCO CORPORATION
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 38-1794485
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(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
21001 VAN BORN ROAD, TAYLOR, MICHIGAN 48180
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(313) 274-7400
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(TELEPHONE NUMBER)
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 AND (2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR
THE PAST 90 DAYS.
YES X NO
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INDICATE THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON STOCK, AS OF THE LATEST PRACTICAL DATE.
SHARES OUTSTANDING AT
CLASS MAY 1, 2001
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COMMON STOCK, PAR VALUE $1 PER SHARE 459,855,000
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MASCO CORPORATION
INDEX
PAGE NO.
--------
Part I. Financial Information
Item 1. Financial Statements:
Condensed Consolidated Balance Sheet -
March 31, 2001 and December 31, 2000 1
Condensed Consolidated Statement of
Income for the Three Months Ended
March 31, 2001 and 2000 2
Condensed Consolidated Statement of
Cash Flows for the Three Months Ended
March 31, 2001 and 2000 3
Notes to Condensed Consolidated
Financial Statements 4-7
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of
Operations 8-11
Part II. Other Information and Signature 12-13
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MASCO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEET
March 31, 2001 and December 31, 2000
(Dollars in thousands, except share and per share data)
------------------------
MARCH 31, DECEMBER 31,
ASSETS 2001 2000
------ ---------- ------------
Current assets:
Cash and cash investments $ 89,430 $ 169,430
Accounts and notes receivable, net 1,287,650 1,099,150
Prepaid expenses and other 143,030 126,620
Inventories:
Raw material 382,220 348,420
Finished goods 416,570 377,270
Work in process 189,770 187,270
---------- ----------
988,560 912,960
---------- ----------
Total current assets 2,508,670 2,308,160
Equity investments in affiliates 81,840 87,460
Securities of Furnishings International Inc. 557,950 533,670
Property and equipment, net 1,924,820 1,906,840
Acquired goodwill, net 2,666,120 2,190,770
Other noncurrent assets 834,180 717,100
---------- ----------
Total assets $8,573,580 $7,744,000
========== ==========
LIABILITIES
-----------
Current liabilities:
Notes payable $ 216,610 $ 210,950
Accounts payable 279,330 250,460
Accrued liabilities 603,690 616,640
---------- ----------
Total current liabilities 1,099,630 1,078,050
Long-term debt 3,604,760 3,018,240
Deferred income taxes and other 193,810 221,650
---------- ----------
Total liabilities 4,898,200 4,317,940
---------- ----------
SHAREHOLDERS' EQUITY
--------------------
Common stock, par value $1 per share
Authorized shares: 900,000,000 459,810 444,750
Preferred shares authorized: 1,000,000 --- ---
Paid-in capital 868,440 631,120
Retained earnings 2,573,170 2,519,940
Other comprehensive income (loss) (226,040) (169,750)
---------- ----------
Total shareholders' equity 3,675,380 3,426,060
---------- ----------
Total liabilities and
shareholders' equity $8,573,580 $7,744,000
========== ==========
See notes to condensed consolidated financial statements.
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MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
------------------------
THREE MONTHS ENDED MARCH 31
---------------------------
2001 2000
---------- ----------
Net sales $1,911,000 $1,746,000
Cost of sales 1,337,500 1,171,200
---------- ----------
Gross profit 573,500 574,800
Selling, general and administrative expenses 333,700 292,100
Amortization of acquired goodwill 23,000 14,200
---------- ----------
Operating profit 216,800 268,500
---------- ----------
Other income (expense), net:
Interest expense (58,300) (38,800)
Equity earnings from MascoTech, Inc. --- 4,300
Other, net 18,500 42,000
---------- ----------
(39,800) 7,500
---------- ----------
Income before income taxes 177,000 276,000
Income taxes 62,000 102,000
---------- ----------
Net income $ 115,000 $ 174,000
========== ==========
Earnings per share:
Basic $.25 $.40
==== ====
Diluted $.25 $.39
==== ====
Cash dividends declared and paid per share $.13 $.12
==== ====
See notes to condensed consolidated financial statements.
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MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
(DOLLARS IN THOUSANDS)
------------------------
THREE MONTHS ENDED
MARCH 31
---------------------
2001 2000
-------- ---------
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:
Cash provided by operations $ 138,300 $ 165,210
Increase in receivables (96,630) (133,530)
Increase in inventories (45,560) (64,620)
Increase (decrease) in accounts payable and
accrued liabilities, net (27,810) 51,470
--------- ---------
Total cash from (for) operating activities (31,700) 18,530
--------- ---------
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
Issuance of 6.75% notes 800,000 -
Increase in debt 284,930 287,870
Payment of debt (819,300) (24,730)
Purchase of Company common stock for:
Retirement (25,190) -
Long-term stock incentive award plan (22,950) (840)
Cash dividends paid (59,790) (53,350)
--------- ---------
Total cash from financing activities 157,700 208,950
--------- ---------
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
Acquisition of companies, net of cash acquired (77,620) (170,360)
Capital expenditures (65,260) (86,110)
Investments in non-operating assets, net (80,420) (82,340)
Other, net 17,300 (45,230)
--------- ---------
Total cash (for) investing activities (206,000) (384,040)
--------- ---------
CASH AND CASH INVESTMENTS:
(Decrease) for the quarter (80,000) (156,560)
At January 1 169,430 230,780
--------- ---------
At March 31 $ 89,430 $ 74,220
========= =========
See notes to condensed consolidated financial statements.
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MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
A. In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements contain all adjustments, of a normal
recurring nature, necessary to present fairly its financial position as at
March 31, 2001 and the results of operations and changes in cash flows for
the three months ended March 31, 2001 and 2000. The condensed consolidated
balance sheet at December 31, 2000 was derived from audited financial
statements. As a result of the Financial Accounting Standards Board
Emerging Issues Task Force ("EITF") Issue Number 00-10, "Accounting for
Shipping and Handling Fees and Costs," in late 2000, the Company changed
its policy for the classification of shipping and handling costs. The
change resulted in the reclassification of shipping and handling costs
from selling, general and administrative expenses to cost of sales. Prior
year amounts have been reclassified for this change in policy. This
reclassification did not result in a change in net income or earnings per
share.
On January 1, 2001, the Statement of Financial Accounting Standards
("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging
Activities" became effective. The SFAS No. 133 did not have a material
effect on the Company's financial statements.
B. The following are reconciliations of the numerators and denominators used
in the computations of basic and diluted earnings per share, in thousands:
THREE MONTHS ENDED
MARCH 31
-------------------------
2001 2000
-------- --------
Numerator:
Net income $115,000 $174,000
======== ========
Denominator:
Basic shares (based on weighted average) 451,900 439,700
Add:
Contingent shares 9,000 6,900
Stock option dilution 2,800 1,400
-------- --------
Diluted shares 463,700 448,000
======== ========
C. In January 2001, the Company completed the previously announced
acquisition of BSI Holdings, Inc. BSI Holdings is headquartered in Carmel,
California and is a provider of installed insulation and other products
within the United States and Canada. In April 2001, the Company acquired
two smaller companies. These three acquisitions have combined annualized
net sales of over $800 million.
The aggregate net purchase price of these acquisitions, including assumed
debt of approximately $310 million, was $750 million and included 15
million shares of Company common stock valued at $265 million.
Certain purchase agreements of recent acquisitions provide for the payment
of additional consideration, contingent upon certain conditions being met.
Such additional consideration totaled $15 million, during the quarter
ended March 31, 2001, and has been recorded as additional acquired
goodwill.
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MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
D. Other income (expense), net consists of the following, in thousands:
THREE MONTHS ENDED
MARCH 31
--------------------
2001 2000
-------- --------
Interest expense $(58,300) $(38,800)
Equity earnings from MascoTech, Inc. --- 4,300
Equity earnings (loss), other (1,400) 1,000
Income from cash and cash investments 1,700 1,400
Other interest income 16,100 14,100
Other, net 2,100 25,500
-------- --------
$(39,800) $ 7,500
======== ========
Other interest income for the three months ended March 31, 2001 and 2000
included $14.7 million and $12.8 million, respectively, of interest income
from the 12% pay-in-kind junior debt securities of Furnishings
International Inc. (approximately $476 million at December 31, 2000).
Other, net for the first quarter of 2000 primarily represents income and
gains, net regarding certain non-operating assets.
Interest expense for the first quarter of 2001 increased $19.5 million to
$58.3 million as compared with interest expense of $38.8 million in the
first quarter of 2000. The increase in interest expense primarily pertains
to borrowings related to recent acquisitions.
E. The following table presents information about the Company by segment, in
millions:
THREE MONTHS ENDED MARCH 31
---------------------------------------
2001 2000 2001 2000
---------------------------------------
Net Sales (1) Operating Profit (2)
---------------- ---------------------
The Company's operations by
segment were:
Cabinets and Related Products $ 605 $ 631 $ 67 $ 87
Plumbing Products 419 473 51 92
Decorative Architectural
Products 330 307 57 64
Insulation Installation and
Other Services 426 183 51 25
Other Specialty Products 131 152 15 25
------ ------ ---- ----
Total $1,911 $1,746 $241 $293
====== ====== ==== ====
The Company's operations by
geographic area were:
North America $1,608 $1,414 $209 $251
International, principally
Europe 303 332 32 42
------ ------ ---- ----
Total $1,911 $1,746 241 293
====== ======
General corporate expense, net (24) (25)
---- ----
Operating profit, after general
corporate expense 217 268
Other income (expense), net (40) 8
---- ----
Income before income taxes $177 $276
==== ====
(1) Intra-company sales among segments were not material.
(2) Amortization of acquired goodwill is included in determining
operating profit.
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MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
F. The Company's total comprehensive income was as follows, in thousands:
THREE MONTHS ENDED
MARCH 31
--------------------
2001 2000
-------- -------
Net income $115,000 $174,000
Other comprehensive income (loss) (56,290) (19,150)
-------- --------
Total comprehensive income $ 58,710 $154,850
======== ========
G. During March 2001, the Company issued $800 million of 6 3/4% notes due
2006. Early in the second quarter of 2001, the Company increased its shelf
registration to $2 billion. In early May 2001, the Company issued $500
million of 6% notes due 2004. Proceeds from the debt issuances were used
principally to retire outstanding variable-rate bank debt. The Company now
has on file with the Securities and Exchange Commission an unallocated
shelf registration pursuant to which the Company is able to issue up to a
combined $1.5 billion of debt and equity securities.
H. The Company is subject to lawsuits and claims pending or asserted with
respect to matters arising in the ordinary course of business.
In May 1998, a civil suit was filed in the Grays Harbor County, Washington
Superior Court against Behr Process Corporation, a subsidiary of the
Company. The case involves four exterior wood coating products, which
represent a relatively small part of Behr's total sales. The plaintiffs
allege, among other things, that after applying these products, the wood
surfaces suffered excessive mildewing in the very humid climate of western
Washington. The trial court certified the case as a class action,
including all purchasers of the products who reside in nineteen counties
in western Washington. Behr denies the allegations. Although Behr believes
that the subject products have been purchased by thousands of consumers in
western Washington, consumer complaints in the past have been relatively
small compared to the total volume of products sold. In May 2000, the
court entered a default against Behr as a discovery sanction. Thereafter,
the jury returned a verdict awarding damages to the named plaintiffs. The
damages awarded for the eight homeowner claims (excluding one award to the
owners of a vacation resort) ranged individually from $14,500 to $38,000.
The awards were calculated using a formula based on the product used, the
nature and square footage of wood surface and certain other allowances.
Under the verdict, the same formula will be used for calculating awards on
claims that may be submitted by the subject purchasers of these products.
In July 2000, the court awarded additional damages of $10,000 per claim to
the eight homeowner claims under the Washington Consumer Protection Act.
This increased the total damages awarded on the homeowner claims to
approximately $263,000. The court denied the plaintiffs' request for an
award of additional damages on claims that may be submitted by other class
members. In addition, the court granted the plaintiffs' motion for
attorneys' fees.
Behr is appealing the judgment. At this time, the Company is not in a
position to estimate reliably the number of class members, the number of
claims that may be filed or the awards that class members may seek.
Although Behr is not able to estimate the amount of any potential
liability, Behr believes that there have been numerous rulings by the
trial court that constitute reversible error and that there are valid
defenses to the lawsuit. The Company has made no provision for any
potential loss in the Company's consolidated financial statements.
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MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONCLUDED)
Note H - continued:
Behr has also been served with nineteen complaints filed by consumers in
the state courts in Alabama, Alaska, California, Illinois, New York,
Oregon, and Washington, and in British Columbia, Canada. The complaints
allege that some of Behr's exterior wood coating products fail to perform
as warranted, resulting in damage to the plaintiffs' wood surfaces. Some
of the complaints seek nationwide class action certification; others seek
class action certification for one state or region. Discovery in the
lawsuits has only recently begun. Proceedings in the eleven California
actions will be coordinated in the San Joaquin, California Superior Court.
In addition, Behr and the Company have recently been notified that a
complaint containing similar allegations has been filed in Ontario,
Canada. This complaint has not yet been served.
Behr and the Company are defending the lawsuits and believe that there are
substantial grounds for denial of class action certification and that
there are substantial defenses to the claims.
Two of Behr's liability insurers are participating in Behr's defense of
the class actions subject to a reservation of rights. One insurer has
filed a declaratory judgment action in the Orange County, California
Superior Court seeking a declaration that the claims asserted in the class
action complaints are not covered by Behr's insurance policies. The other
insurer was named as a defendant in the suit and has filed cross-claims
against Behr seeking a similar declaration.
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MASCO CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FIRST QUARTER 2001 VERSUS FIRST QUARTER 2000
SALES AND OPERATIONS
The following table sets forth the Company's net sales and operating
profit margin information by segment and geographic area, dollars in millions.
PERCENT INCREASE
(DECREASE)
----------------
THREE MONTHS ENDED 2001 2001
MARCH 31, VS. VS.
------------------
2001 2000 2000 2000(A)
------------------ ---- -------
NET SALES:
Cabinets and Related Products $ 605 $ 631 (4%) (4%)
Plumbing Products 419 473 (11%) (13%)
Decorative Architectural
Products 330 307 7% (2%)
Insulation Installation and
Other Services 426 183 133% 21%
Other Specialty Products 131 152 (14%) (8%)
------ ------
Total $1,911 $1,746 9% (4%)
====== ======
North America $1,608 $1,414 14% (2%)
International, principally
Europe 303 332 (9%) (12%)
------ ------
Total $1,911 $1,746 9% (4%)
====== ======
OPERATING PROFIT MARGIN: (B)
Cabinets and Related Products 11.1% 13.8%
Plumbing Products 12.2% 19.5%
Decorative Architectural
Products 17.3% 20.8%
Insulation Installation and
Other Services 12.0% 13.7%
Other Specialty Products 11.5% 16.4%
North America 13.0% 17.8%
International, principally
Europe 10.6% 12.7%
Total 12.6% 16.8%
(A) Percentage change in sales, excluding purchase acquisitions and
divestitures.
(B) Before general corporate expense, but including goodwill amortization.
Net sales for the three months ended March 31, 2001 increased 9 percent
from the comparable period in 2000; excluding purchase acquisitions and
divestitures, first quarter 2001 net sales decreased 4 percent from the
comparable period of the prior year. The Company continued to experience weak
economic and business conditions in its markets in the first quarter of 2001,
including a softening in sales of home improvement products in North America and
Europe, customer inventory reduction programs, competitive pricing pressures and
the effect of a stronger U.S. dollar.
Changes in net sales in the following segment and geographic area
discussion exclude the influence of purchase acquisitions and divestitures.
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MASCO CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The previously mentioned conditions contributed to sales declines in the
first quarter of 2001 from the comparable period of the prior year of 4 percent,
13 percent, 2 percent and 8 percent in the Cabinets and Related Products,
Plumbing Products, Decorative Architectural Products and Other Specialty
Products segments, respectively. Net sales of the Company's Insulation
Installation and Other Services segment increased 21 percent in the first
quarter of 2001 principally due to broader geographic U.S. market penetration.
Net sales from North American and International operations for the first
quarter of 2001 declined 2 percent and 12 percent, respectively, as compared
with the first quarter of 2000. A stronger U.S. dollar, principally against the
Euro, had an unfavorable effect on the translation of International sales in the
first quarter of 2001, lowering International sales by approximately 7 percent.
OPERATING PROFIT MARGIN
Cost of sales as a percentage of sales increased to 70.0 percent for the
first quarter of 2001 from 67.1 percent for the comparable period in 2000.
Including amortization of acquired goodwill ($23.0 million and $14.2 million for
the first quarters of 2001 and 2000, respectively), selling, general and
administrative expenses as a percentage of sales increased to 18.7 percent for
the first quarter of 2001 from 17.5 percent for the comparable period in 2000.
Excluding amortization of acquired goodwill, selling, general and administrative
expenses as a percentage of sales were 17.5 percent for the first quarter of
2001 and 16.7 percent for the comparable period of the prior year.
The Company's operating profit margin, before general corporate expense,
was 12.6 percent for the first quarter of 2001 as compared with 16.8 percent for
the first quarter of 2000. Operating profit margin, after general corporate
expense, was 11.3 percent for the first quarter of 2001 as compared with 15.4
percent for the first quarter of 2000. The Company's operating profit margin
decreased in the first quarter of 2001 as compared with the first quarter of
2000, due principally to higher cost of sales and selling, general and
administrative expenses as a percentage of sales and higher goodwill
amortization relating to recent acquisitions.
The increase in cost of sales as a percentage of sales reflects the
under-absorption of fixed costs, in part related to the higher level of capital
expenditures in recent years, as well as sales declines in all of the Company's
business segments except the Insulation Installation and Other Services segment.
Gross margins of certain acquired companies, which were lower than the Company
average, and higher energy costs also contributed to the increase in the cost of
sales percentage, as did a less favorable product mix and competitive pricing
pressures, particularly in the Plumbing Products segment. The increase in
selling, general and administrative expenses as a percentage of sales results
largely from the allocation of fixed costs over a lower sales base.
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MASCO CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
OTHER INCOME (EXPENSE), NET
Included in other interest income for the three months ended March 31,
2001 and 2000 is $14.7 million and $12.8 million, respectively, of interest
income from the 12% pay-in-kind junior debt securities of Furnishings
International Inc.
Other, net for the first quarter of 2000 primarily represents income and
gains, net regarding certain non-operating assets.
Interest expense for the first quarter of 2001 increased $19.5 million to
$58.3 million as compared with interest expense of $38.8 million in the first
quarter of 2000. The increase in interest expense primarily pertains to
borrowings related to recent acquisitions.
NET INCOME AND EARNINGS PER SHARE
Net income and diluted earnings per share for the first quarter of 2001
decreased 34 percent and 36 percent, respectively, to $115.0 million and $.25
from $174.0 million and $.39, respectively, for the comparable period of 2000,
due principally to the previously mentioned items. The Company's effective tax
rate for the three months ended March 31, 2001 was 35.0 percent, as compared
with 37.0 percent for the comparable period of the prior year. The Company
estimates that its effective tax rate should approximate 35.0 percent for 2001.
OTHER FINANCIAL INFORMATION
The Company's current ratio was 2.3 to 1 at March 31, 2001, as compared
with 2.1 to 1 at December 31, 2000.
For the three months ended March 31, 2001, cash of $31.7 million was used
by operating activities. Cash provided by financing activities was $157.7
million, including $265.6 million from a net increase in long-term debt. Cash
used for financing activities included $25.2 million for the acquisition of
Company common stock in open-market transactions, $22.9 million for the
acquisition of Company common stock for the Company's long-term stock incentive
award plan and $59.8 million for cash dividends paid. Cash used for investing
activities was $206.0 million, including $77.6 million for acquisitions, $65.3
million for capital expenditures and $63.1 million for investments in noncurrent
assets and other, net. The aggregate of the preceding items represents a net
cash outflow of $80.0 million. Changes in working capital and debt as indicated
on the statement of cash flows exclude the working capital and debt of acquired
companies at the time of acquisition.
First quarter 2001 cash from operations was affected by an expected and
annually recurring first quarter increase in accounts receivable as compared
with December 31, 2000 (although there was no significant increase in receivable
days). Most of the annual increase in accounts receivable is typically
experienced in the first half of the year.
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13
MASCO CORPORATION
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
During the first quarter of 2001, the Company repurchased approximately
1.1 million of its shares in open-market transactions for retirement. At March
31, 2001, the Company had remaining Board of Directors authorization to
repurchase up to an additional 26.3 million shares of its common stock for
retirement in open-market transactions or otherwise.
During March 2001, the Company issued $800 million of 6 3/4% notes due
2006. Early in the second quarter of 2001, the Company increased its shelf
registration to $2 billion. In early May 2001, the Company issued $500 million
of 6% notes due 2004. Proceeds from the debt issuances were used principally to
retire outstanding variable-rate bank debt. The Company now has on file with the
Securities and Exchange Commission an unallocated shelf registration pursuant to
which the Company is able to issue up to a combined $1.5 billion of debt and
equity securities.
The Company is subject to lawsuits and claims pending or asserted with
respect to matters generally arising in the ordinary course of business. Note H
of the Condensed Consolidated Financial Statements discusses specific claims
pending against the Company and its subsidiary, Behr Process Corporation, with
respect to several of Behr's exterior wood coating products.
The Company believes that its present cash balance, its cash flows from
operations and, to the extent necessary, bank borrowings and future financial
market activities, are sufficient to fund its working capital and other
investment needs.
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PART II. OTHER INFORMATION
MASCO CORPORATION
ITEM 1. LEGAL PROCEEDINGS
Information regarding this item is set forth in Note H to the Company's
Condensed Consolidated Financial Statements included in Part I, Item 1 of this
Report.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
On January 4, 2001, the Company completed its previously announced
acquisition of BSI Holdings, Inc. The shareholders of the acquired company
received 15.0 million unregistered shares of Masco common stock as part of the
consideration paid for this acquisition. The Company relied on the exemption
from registration under Section 3(a)(10) of the Securities Act of 1933.
ITEMS 3 THROUGH 5 ARE NOT APPLICABLE.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS:
12 - Computation of Ratio of Earnings to Fixed Charges
(B) REPORTS ON FORM 8-K:
Report on Form 8-K dated March 28, 2001, filing the
Company's press release regarding its results of operations.
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PART II. OTHER INFORMATION
MASCO CORPORATION
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
(Registrant)
DATE: MAY 14, 2001 BY: /s/ Richard G. Mosteller
--------------------- ------------------------------------
Richard G. Mosteller
Senior Vice-President - Finance
(Chief Financial Officer
and Authorized Signatory)
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MASCO CORPORATION
EXHIBIT INDEX
EXHIBIT
-------
Exhibit 12 Computation of Ratio of Earnings to Fixed Charges