EX-99.2 3 exhibit992-milgardsale.htm EXHIBIT 99.2 Exhibit

 Exhibit 99.2
 
Masco Corporation
Unaudited Pro Forma Consolidated Financial Information
 
On November 6, 2019, Masco Corporation (“Masco”) completed the previously-announced sale (the “Transaction”) of Milgard Manufacturing Incorporated, a Washington corporation, which operates under the name Milgard Windows and Doors ("Milgard"), to MIWD Holding Company LLC, a Delaware limited liability company. The purchase price for the Transaction was $725 million in cash, and we expect to recognize a gain on the divestiture of approximately $395 million. The Transaction closed in accordance with the terms of the stock purchase agreement entered into on September 29, 2019.

On September 6, 2019, Masco completed the sale of the UK Window Group (“UKWG”). We determined that the combined sale of Milgard and UKWG (the “Separations”) represented a strategic shift that will have a major effect on our operations and financial results, as these businesses represented all of our windows businesses and all remaining businesses in the Windows and Other Specialty Products segment. As a result, we believe including UKWG as part of the pro forma financial statements is appropriate and more meaningful than solely depicting the Milgard divestiture, as the pro forma financial statements reflect Masco’s financial results excluding all of the results of our windows businesses.
 
The unaudited pro forma condensed consolidated statements of operations have been prepared as though the Separations occurred on January 1, 2018. The historical financial statements have been recast for periods required under ASC 205-20.  The following unaudited pro forma condensed consolidated balance sheet of Masco as of September 30, 2019 has been prepared as though the Separations occurred on September 30, 2019.
 
The unaudited pro forma condensed consolidated financial statements are for illustrative purposes only, and do not reflect Masco’s financial position or results of operations had the Separations occurred on the dates indicated and are not necessarily indicative of Masco’s future financial position and future results of operations.  Beginning with Masco’s quarterly report for third quarter of 2019, Milgard and UKWG’s historical financial results for periods prior to the Separations were reflected in Masco’s consolidated financial statements within discontinued operations.
 
The information in the Windows Businesses’ Separation column of the unaudited pro forma condensed consolidated statements of operations was derived from Masco’s unaudited financial statements for the nine months ended September 30, 2019 and Masco’s audited financial statements for the years ended December 31, 2018, 2017, and 2016, adjusted to include certain costs that are directly attributable to the windows businesses and are factually supportable, and to exclude corporate overhead costs that were previously allocated to the windows businesses for each period. The information in the Windows Businesses’ Separation column of the unaudited pro forma condensed consolidated balance sheet was derived from Masco’s unaudited financial statements as of September 30, 2019, adjusted to include certain assets and liabilities that are directly attributable to the windows businesses and are factually supportable.
 
The Pro Forma Adjustments column in the unaudited pro forma condensed consolidated balance sheet reflects additional pro forma adjustments which are described in the accompanying notes.
 
These unaudited pro forma condensed consolidated financial statements should be read in conjunction with the related notes to these financial statements and with Masco’s historical consolidated financial statements and the related notes included in Masco’s previous filings with the Securities and Exchange Commission.
 




















1

MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
NINE MONTHS ENDED SEPTEMBER 30, 2019
(In millions, except per share amounts)
 
 
 
Masco Historical
 
Windows Businesses' Separation (A) (B)
 
Notes
 
Pro Forma Masco Continuing Operations
Net Sales
 
$
5,787

 
$
—

 
(C)
 
$
5,787

Cost of sales
 
3,813

 
—

 
 
 
3,813

Gross profit
 
1,974

 
—

 
 
 
1,974

Selling, general and administrative expenses
 
1,047

 
—

 
 
 
1,047

Impairment charge for other intangible assets
 
9

 
—

 
 
 
9

Operating profit
 
918

 
—

 
 
 
918

Interest expense
 
(119
)
 
—

 
 
 
(119
)
Other, net
 
(16
)
 
—

 
 
 
(16
)
Income from continuing operations before income taxes
 
783

 
—

 
 
 
783

Income tax expense
 
202

 
—

 
 
 
202

Income from continuing operations
 
$
581

 
$
—

 
 
 
$
581

 
 
 
 
—

 
 
 
 
Income from continuing operations attributable to Masco Corporation
 
$
546

 
$
—

 
 
 
$
546

 
 
 
 
 
 
 
 
 
Basic income per common share attributable to Masco Corporation:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
1.88

 
 
 
 
 
$
1.88

Weighted average shares outstanding
 
289

 
 
 
 
 
289

 
 
 
 
 
 
 
 
 
Diluted income per common share attributable to Masco Corporation:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
1.87

 
 
 
 
 
$
1.87

Weighted average shares outstanding
 
290

 
 
 
 
 
290





















2

MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2018
(In millions, except per share amounts)
 
 
 
Masco Historical
 
Windows Businesses' Separation (A)
 
Notes
 
Pro Forma Masco Continuing Operations
Net Sales
 
$
8,359

 
$
(755
)
 
(C)
 
$
7,604

Cost of sales
 
5,670

 
(596
)
 
 
 
5,074

Gross profit
 
2,689

 
(159
)
 
 
 
2,530

Selling, general and administrative expenses
 
1,478

 
(119
)
 
 
 
1,359

Operating profit
 
1,211

 
(40
)
 
 
 
1,171

Interest expense
 
(156
)
 
—

 
 
 
(156
)
Other, net
 
(13
)
 
—

 
 
 
(13
)
Income from continuing operations before income taxes
 
1,042

 
(40
)
 
 
 
1,002

Income tax expense
 
258

 
(15
)
 
(D)
 
243

Income from continuing operations
 
$
784

 
$
(25
)
 
 
 
$
759

 
 
 
 
 
 
 
 

Income from continuing operations attributable to Masco Corporation
 
$
734

 
$
(25
)
 
 
 
$
709

 
 
 
 
 
 
 
 
 
Basic income per common share attributable to Masco Corporation:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
2.38

 
 
 
 
 
$
2.30

Weighted average shares outstanding
 
305

 
 
 
 
 
305

 
 
 
 
 
 
 
 
 
Diluted income per common share attributable to Masco Corporation:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
2.37

 
 
 
 
 
$
2.29

Weighted average shares outstanding
 
307

 
 
 
 
 
307



 

















 




3

MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2017
(In millions, except per share amounts)
 
 
 
Masco Historical
 
Windows Businesses' Separation (A)
 
Notes
 
Pro Forma Masco Continuing Operations
Net Sales
 
$
7,642

 
$
(737
)
 
(C)
 
$
6,905

Cost of sales
 
5,030

 
(561
)
 
 
 
4,469

Gross profit
 
2,612

 
(176
)
 
 
 
2,436

Selling, general and administrative expenses
 
1,418

 
(120
)
 
 
 
1,298

Operating profit
 
1,194

 
(56
)
 
 
 
1,138

Interest expense
 
(278
)
 
(1
)
 
 
 
(279
)
Other, net
 
(32
)
 
—

 
 
 
(32
)
Income from continuing operations before income taxes
 
884

 
(57
)
 
 
 
827

Income tax expense
 
304

 
(21
)
 
(D)
 
283

Income from continuing operations
 
$
580

 
$
(36
)
 
 
 
$
544

 
 
 
 
 
 
 
 

Income from continuing operations attributable to Masco Corporation
 
$
533

 
$
(36
)
 
 
 
$
497

 
 
 
 
 
 
 
 
 
Basic income per common share attributable to Masco Corporation:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
1.68

 
 
 
 
 
$
1.57

Weighted average shares outstanding
 
314

 
 
 
 
 
314

 
 
 
 
 
 
 
 
 
Diluted income per common share attributable to Masco Corporation:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
1.66

 
 
 
 
 
$
1.55

Weighted average shares outstanding
 
318

 
 
 
 
 
318


 




















 

4

MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2016
(In millions, except per share amounts)
 
 
 
Masco Historical
 
Windows Businesses' Separation (A)
 
Notes
 
Pro Forma Masco Continuing Operations
Net Sales
 
$
7,361

 
$
(699
)
 
(C)
 
$
6,662

Cost of sales
 
4,899

 
(578
)
 
 
 
4,321

Gross profit
 
2,462

 
(121
)
 
 
 
2,341

Selling, general and administrative expenses
 
1,375

 
(129
)
 
 
 
1,246

Operating profit
 
1,087

 
8

 
 
 
1,095

Interest expense
 
(229
)
 
(2
)
 
 
 
(231
)
Other, net
 
(26
)
 
—

 
 
 
(26
)
Income from continuing operations before income taxes
 
832

 
6

 
 
 
838

Income tax expense
 
296

 
3

 
(D)
 
299

Income from continuing operations
 
$
536

 
$
3

 
 
 
$
539

 
 
 
 
 
 
 
 

Income from continuing operations attributable to Masco Corporation
 
$
493

 
$
3

 
 
 
$
496

 
 
 
 
 
 
 
 
 
Basic income per common share attributable to Masco Corporation:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
1.49

 
 
 
 
 
$
1.50

Weighted average shares outstanding
 
326

 
 
 
 
 
326

 
 
 
 
 
 
 
 
 
Diluted income per common share attributable to Masco Corporation:
 
 
 
 
 
 
 
 
Income from continuing operations
 
$
1.48

 
 
 
 
 
$
1.49

Weighted average shares outstanding
 
330

 
 
 
 
 
330





















 

5

MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2019
(In millions, except share and per share amounts)

 
 
Masco Historical
 
Windows Businesses' Separation (A)
 
Pro Forma Adjustments
 
Notes
 
Pro Forma Masco Continuing Operations
ASSETS
 
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
 
Cash and cash investments
 
$
475

 
$
725

 
$
—

 
 
 
$
1,200

Receivables
 
1,177

 
—

 
—

 
 
 
1,177

Inventories
 
924

 
—

 
—

 
 
 
924

Prepaid expenses and other
 
105

 
—

 
—

 
 
 
105

Assets held for sale
 
111

 
(111
)
 
—

 
 
 
—

Total current assets
 
2,792

 
614

 
—

 
 
 
3,406

Property and equipment, net
 
1,017

 
—

 
—

 
 
 
1,017

Operating lease right-of-use assets
 
183

 
—

 
—

 
 
 
183

Goodwill
 
687

 
—

 
—

 
 
 
687

Other intangible assets, net
 
264

 
—

 
—

 
 
 
264

Other assets
 
85

 
—

 
—

 
 
 
85

Assets held for sale
 
492

 
(492
)
 
—

 
 
 
—

Total assets
 
$
5,520

 
$
122

 
$
—

 
 
 
$
5,642

 
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND EQUITY
 
 
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
 
Accounts payable
 
$
879

 
$
—

 
$
—

 
 
 
$
879

Notes payable
 
208

 
—

 
—

 
 
 
208

Accrued liabilities
 
682

 
—

 
14

 
(E)
 
696

Liabilities held for sale
 
140

 
(140
)
 
—

 
 
 
—

Total current liabilities
 
1,909

 
(140
)
 
14

 
 
 
1,783

Long-term debt
 
2,771

 
—

 
—

 
 
 
2,771

Other liabilities
 
684

 
—

 
—

 
 
 
684

Liabilities held for sale
 
133

 
(133
)
 
—

 
 
 
—

Total liabilities
 
5,497

 
(273
)
 
14

 
 
 
5,238

Equity:
 
 
 
 
 
 
 
 
 
 
Common shares - $1 par value; Authorized shares: 1,400,000,000; Issued and outstanding: 284,100,000
 
284

 
—

 
—

 
 
 
284

Preferred shares authorized: 1,000,000; Issues and outstanding – None
 
—

 
—

 
—

 
 
 
—

Paid-in capital
 
—

 
—

 
—

 
 
 
—

Retained (deficit) equity
 
(309
)
 
395

 
(14
)
 
(F)
 
72

Accumulated other comprehensive loss
 
(118
)
 
—

 
—

 
 
 
(118
)
Total Masco Corporation’s shareholders’ (deficit) equity
 
(143
)
 
395

 
(14
)
 
 
 
238

Noncontrolling interest
 
166

 
—

 
—

 
 
 
166

Total equity
 
23

 
395

 
(14
)
 
 
 
404

Total liabilities and equity
 
$
5,520

 
$
122

 
$
—

 
 
 
$
5,642

 
 


6

MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
 
(A)
The information in the Window Businesses’ Separation column of the unaudited pro forma condensed consolidated statements of operations was derived from Masco’s unaudited financial statements for the nine months ended September 30, 2019 and Masco’s audited financial statements for the years ended December 31, 2018, 2017, and 2016, adjusted to include certain costs that are directly attributable to the windows businesses and are factually supportable, and to exclude corporate overhead costs that were previously allocated to the windows businesses for each period. The information in the Windows Businesses’ Separation column of the unaudited pro forma condensed consolidated balance sheet was derived from Masco’s unaudited financial statements as of September 30, 2019, adjusted to include certain assets and liabilities that are directly attributable to the windows businesses and are factually supportable. The Windows Businesses’ Separation column also reflects the $725 million cash proceeds received in conjunction with the sale of Milgard. The UKWG proceeds were already reflected in the September 30, 2019 unaudited pro forma balance sheet.
 
(B)
Amounts reported in Masco's Quarterly Report on Form 10-Q for the three and nine months ended September 30, 2019, as filed with the Securities and Exchange Commission on October 30, 2019, which presents the results of operations of the Milgard and UKWG businesses as discontinued operations. Therefore, no adjustments are necessary.

(C)
Net sales for Milgard were $432 million, $605 million, $575 million, and $529 million for the nine months ended September 30, 2019 and years ended December 31, 2018, 2017, and 2016, respectively. Net sales for UKWG were $83 million, $150 million, $162 million, and $170 million for the nine months ended September 30, 2019 and years ended December 31, 2018, 2017, and 2016, respectively.

(D)
Represents the tax impact of the Separations of the windows businesses from Masco.
 
(E)
Reflects additional one-time transaction costs of $14 million expected to be incurred subsequent to September 30, 2019.  One-time transaction costs incurred by Masco for the nine months ended September 30, 2019 was $7 million.  Masco expects to incur and pay an aggregate of approximately $21 million of one-time transaction costs associated with the Separations, including legal and advisory costs.
 
(F)
Shareholders’ (deficit) equity was adjusted for the pro forma adjustments specified in Notes (A) and (E), including the $725 million cash proceeds received in conjunction with the sale of Milgard.

7