-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Hbm7o9NzCjhs2QI4yqCeeg1oIrIDihuDaQKfcNh1Ru6SVEZ2mkV9xfA04558UnGw vRzbys78N0wZxuaxHep1Pg== 0000950124-05-001611.txt : 20060831 0000950124-05-001611.hdr.sgml : 20060831 20050316172430 ACCESSION NUMBER: 0000950124-05-001611 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 16 CONFORMED PERIOD OF REPORT: 20041231 FILED AS OF DATE: 20050316 DATE AS OF CHANGE: 20060209 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MASCO CORP /DE/ CENTRAL INDEX KEY: 0000062996 STANDARD INDUSTRIAL CLASSIFICATION: MILLWOOD, VENEER, PLYWOOD & STRUCTURAL WOOD MEMBERS [2430] IRS NUMBER: 381794485 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05794 FILM NUMBER: 05686608 BUSINESS ADDRESS: STREET 1: 21001 VAN BORN RD CITY: TAYLOR STATE: MI ZIP: 48180 BUSINESS PHONE: 3132747400 MAIL ADDRESS: STREET 1: 21001 VAN BORN ROAD CITY: TAYLOR STATE: MI ZIP: 48180 FORMER COMPANY: FORMER CONFORMED NAME: MASCO SCREW PRODUCTS CO DATE OF NAME CHANGE: 19731025 10-K 1 k90992e10vk.txt ANNUAL REPORT FOR FISCAL YEAR ENDED 12/31/04 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-K FOR ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2004 COMMISSION FILE NUMBER 1-5794 MASCO CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 38-1794485 (State of Incorporation) (I.R.S. Employer Identification No.) 21001 VAN BORN ROAD, TAYLOR, MICHIGAN 48180 (Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: 313-274-7400 Securities Registered Pursuant to Section 12(b) of the Act:
NAME OF EACH EXCHANGE TITLE OF EACH CLASS ON WHICH REGISTERED ------------------- --------------------- Common Stock, $1.00 par value New York Stock Exchange, Inc. Series A Participating Cumulative Preferred Stock Purchase Rights New York Stock Exchange, Inc. Zero Coupon Convertible Senior Notes Due 2031 New York Stock Exchange, Inc. Zero Coupon Convertible Senior Notes Series B Due 2031 New York Stock Exchange, Inc.
Securities Registered Pursuant to Section 12(g) of the Act: None 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 [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the Registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [X] No [ ] The aggregate market value of the Registrant's Common Stock held by non-affiliates of the Registrant on June 30, 2004 (based on the closing sale price of $31.18 of the Registrant's Common Stock, as reported by the New York Stock Exchange on such date) was approximately $13,202,337,000. Number of shares outstanding of the Registrant's Common Stock at January 31, 2005: 445,200,000 shares of Common Stock, par value $1.00 per share DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant's definitive Proxy Statement to be filed for its 2005 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- MASCO CORPORATION 2004 ANNUAL REPORT ON FORM 10-K TABLE OF CONTENTS
ITEM PAGE - ---- ---- PART I 1. Business.................................................... 2 2. Properties.................................................. 7 3. Legal Proceedings........................................... 8 4. Submission of Matters to a Vote of Security Holders......... 8 Supplementary Item. Executive Officers of the Registrant.... 8 PART II 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities......... 9 6. Selected Financial Data..................................... 10 7. Management's Discussion and Analysis of Financial Condition and Results of Operations................................. 10 7A. Quantitative and Qualitative Disclosures About Market Risk...................................................... 28 8. Financial Statements and Supplementary Data................. 29 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.................................. 69 9A. Controls and Procedures..................................... 69 9B. Other Information........................................... 70 PART III 10. Directors and Executive Officers of the Registrant.......... 70 11. Executive Compensation...................................... 70 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters................ 70 13. Certain Relationships and Related Transactions.............. 70 14. Principal Accountant Fees and Services...................... 70 PART IV 15. Exhibits and Financial Statement Schedule................... 71 Signatures.................................................. 74 FINANCIAL STATEMENT SCHEDULE Valuation and Qualifying Accounts........................... 75
1 PART I ITEM 1. BUSINESS. Masco Corporation manufactures, sells and installs home improvement and building products, with emphasis on brand name products and services holding leadership positions in their markets. The Company is among the largest manufacturers in North America of brand name consumer products designed for the home improvement and new construction markets. The Company's operations consist of five business segments that are based on similarities in products and services. The following table sets forth, for the three years ended December 31, 2004, the contribution of the Company's segments to net sales and operating profit. Additional financial information concerning the Company's operations by segment as well as general corporate expense as of and for the three years ended December 31, 2004 is set forth in Note P to the Company's Consolidated Financial Statements included in Item 8 of this Report.
(IN MILLIONS) NET SALES (1) -------------------------- 2004 2003 2002 ------- ------- ------ Cabinets and Related Products.................... $ 3,289 $ 2,879 $2,644 Plumbing Products................................ 3,057 2,684 2,068 Installation and Other Services.................. 2,771 2,411 1,845 Decorative Architectural Products................ 1,610 1,449 1,292 Other Specialty Products......................... 1,347 1,148 982 ------- ------- ------ Total.................................. $12,074 $10,571 $8,831 ======= ======= ======
OPERATING PROFIT (1)(2)(3) ------------------------------ 2004 (4) 2003 (4) 2002 (5) -------- -------- -------- Cabinets and Related Products..................... $ 496 $ 441 $ 367 Plumbing Products................................. 370 343 341 Installation and Other Services................... 358 368 304 Decorative Architectural Products................. 269 210 307 Other Specialty Products.......................... 233 178 193 ------- ------- ------ Total................................... $ 1,726 $ 1,540 $1,512 ======= ======= ======
-------------------------------------- (1) Amounts have been restated to exclude the operations of businesses sold in 2004 and 2003, and those held for sale at December 31, 2004. (2) Operating profit is before general corporate expense, gains on sale of corporate fixed assets, net, and accelerated benefit expense related to the unexpected passing of the Company's President and Chief Operating Officer in 2003. (3) Operating profit is before the Behr litigation settlement (income) charge, net, of $(30) million, $(72) million and $147 million in 2004, 2003 and 2002, respectively, pertaining to the Decorative Architectural Products segment. (4) Operating profit includes goodwill impairment charges as follows: For 2004 - Cabinets and Related Products - $56 million; Plumbing Products - $25 million; Decorative Architectural Products - $62 million; and Other Specialty Products - $25 million. For 2003 - Plumbing Products - $17 million; Decorative Architectural Products - $5 million; and Other Specialty Products - $31 million. (5) Operating profit for 2002 includes a pre-tax gain of $16 million related to certain long-lived assets in the Plumbing Products segment which were previously written down in December 2000 as part of a plan for disposition. 2 Approximately 80 percent of the Company's sales are generated by operations in North America (primarily in the United States). International operations comprise the balance and are located principally in Belgium, Denmark, Germany, Italy, The Netherlands and the United Kingdom. See Note P to the Company's Consolidated Financial Statements included in Item 8 of this Report. The Company reviews its business portfolio on an ongoing basis as part of its corporate strategic planning. In the first quarter of 2004, the Company determined that several European businesses were not core to the Company's long-term growth strategy and, accordingly, embarked on a plan of disposition. These businesses had combined 2003 net sales in excess of $350 million. Additional information is set forth in "Management's Discussion and Analysis of Financial Condition and Results of Operations" included in Item 7 of this Report. Except as the context otherwise indicates, the terms "Masco" and the "Company" refer to Masco Corporation and its consolidated subsidiaries. CABINETS AND RELATED PRODUCTS In North America, the Company manufactures and sells economy, stock, semi-custom, assembled and ready-to-assemble cabinetry for kitchen, bath, storage, home office and home entertainment applications in a broad range of styles and price points. In Europe, the Company manufactures assembled and ready-to-assemble kitchen, bath, storage, home office and home entertainment cabinetry and other products. These products are sold under a number of trademarks including KRAFTMAID(R), MILL'S PRIDE(R) and TVILUM-SCANBIRK(TM) primarily to dealers and home centers, and under the names ARAN(R), BLUESTONE(TM), MERILLAT(R), MOORES(TM), NEWFORM(TM) and QUALITY CABINETS(R), primarily to distributors and direct to builders for both the home improvement and new construction markets. The cabinet manufacturing industry in the United States and Europe is highly competitive, with several large and hundreds of smaller competitors. The Company believes that it is the largest manufacturer of kitchen and bath cabinetry in North America based on sales revenue for 2004. Significant North American competitors include American Woodmark, Aristokraft, Omega and Schrock. In order to respond to an increased demand for the Company's cabinet products and to maintain desired delivery times, the Company is implementing significant capacity additions to its North American cabinet operations. Construction is anticipated to commence in 2005 and to be completed in late 2006. PLUMBING PRODUCTS In North America, the Company manufactures and sells a wide variety of faucet and showering devices under several brand names. The most widely known of these are the DELTA(R), PEERLESS(R) and NEWPORT BRASS(R) single and double handle faucets used in kitchen, lavatory and other sinks and in bath and shower applications. DELTA, PEERLESS and NEWPORT BRASS faucets are sold by manufacturers' representatives and Company sales personnel to major retail accounts and to distributors who sell the faucets to plumbers, building contractors, remodelers, smaller retailers and others. Showerheads, handheld showers and valves are sold under the ALSONS(R), DELTA and PLUMB SHOP(R) brand names. The Company manufactures kitchen and bath faucets and various other plumbing products for European markets under the brand names AXOR(TM), BRISTAN(TM), DAMIXA(R), GUMMERS(TM), HANSGROHE(R), MARIANI(R) and NEWTEAM(TM) and sells them through multiple distribution channels. AXOR and HANSGROHE products are also distributed in North America through retailers and distributors. Masco believes that its faucet operations are among the leaders in the North American market, with American Standard, Kohler, Moen and Price Pfister as major brand competitors. The Company also faces significant competition from private label and import producers, including Friedrich Grohe 3 and Globe Union. There are several major competitors among the European manufacturers of faucets and accessories, primarily in Germany and Italy, and hundreds of smaller competitors throughout Europe and Asia. Other plumbing products manufactured and sold by the Company include AQUA GLASS(R) and MIROLIN(R) acrylic and gelcoat bath and shower units, which are sold primarily to wholesale plumbing distributors and major retail accounts for the home improvement and new home construction markets. Bath and shower enclosure units, shower trays and laundry tubs are manufactured and sold under the brand names AMERICAN SHOWER & BATH(TM), PLASKOLITE(TM) and TRAYCO(TM). These products are sold to home centers, hardware stores and mass merchandisers for the "do-it-yourself" market. The Company's spas and hot tubs are manufactured and sold under HOT SPRING(R), CALDERA(R) and other trademarks directly to retailers. Other plumbing products for the international market include HUPPE(R) luxury bath and shower enclosures sold by the Company through wholesale channels primarily in Germany. HERITAGE(TM) ceramic and acrylic bath fixtures and faucets are principally sold in the United Kingdom directly to selected retailers and in the United States under the brand name CHATSWORTH(R). GLASS(TM) and PHARO(TM) acrylic bathtubs and steam shower enclosures are sold in Europe. Also included in the Plumbing Products segment are brass and copper plumbing system components and other plumbing specialties, which are sold to plumbing, heating and hardware wholesalers and to home centers, hardware stores, building supply outlets and other mass merchandisers. These products are marketed in North America for the wholesale trade under the BRASSCRAFT(R) and BRASSTECH(R) trademarks and for the "do-it-yourself" market under the MASTER PLUMBER(R) and PLUMB SHOP(R) trademarks and are also sold under private label. The Company features a durable coating on many of its decorative faucets and other products that offers tarnish protection and scratch resistance under the trademark BRILLIANCE(R). This finish is currently available on many of the Company's kitchen and bath products. INSTALLATION AND OTHER SERVICES The Company's Installation and Other Services segment operates over 300 local installation branch offices throughout most of the United States and in Canada that supply and install primarily insulation and, in many locations, other building products including cabinetry, fireplaces, gutters, bath accessories, garage doors and windows. The Company also operates 60 local distribution branch offices throughout the United States that supply insulation and other products including insulation accessories, cabinetry, roofing, gutters, fireplaces and drywall. Installation services are provided primarily to production home builders and custom home builders in the new construction market and distribution sales are made directly to contractors. Installation operations are conducted in local markets through such names as Gale Industries, Cary Insulation and Davenport Insulation. The Company's competitors in this market include several regional and numerous local installers. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" under Item 7 of this Report for additional information regarding the availability of insulation and price changes for this material. Net sales of insulation comprised 15 percent, 16 percent and 15 percent of the Company's consolidated net sales for the years ended December 31, 2004, 2003 and 2002, respectively. Non-insulation products net sales have increased over the last several years and represented approximately 34 percent of the segment's revenues for 2004. DECORATIVE ARCHITECTURAL PRODUCTS The Company manufactures architectural coatings including paints, specialty paint products, stains, varnishes and waterproofings. BEHR(R) paint and stain products, such as PREMIUM PLUS(R), and MASTERCHEM(R) specialty paint products, including KILZ(R) branded products, are sold in the United States and Canada primarily to the "do-it-yourself" market through home centers and other retailers. 4 Net sales of architectural coatings, including paints and stains, comprised approximately 10 percent, 11 percent and 12 percent of the Company's consolidated net sales for the years ended December 31, 2004, 2003 and 2002, respectively. Competitors in the architectural coatings market include large multinational companies such as ICI Paints, PPG Industries, Inc., Sherwin-Williams and Valspar as well as many smaller regional and national companies. The Company has established Color Solutions Centers(TM) in over 1,500 Home Depot stores throughout the United States. These centers enhance the paint-buying experience by allowing consumers to interactively design and choose their product selection. Behr's PREMIUM PLUS brand, its principal product line, is sold exclusively through The Home Depot stores. The Company manufactures and sells decorative bath hardware and shower accessories under the brand names FRANKLIN BRASS(R) and BATH UNLIMITED(R) to distributors, home centers and other retailers. Competitors in these product lines include Moen and Globe Union. Also in the Decorative Architectural Products segment is LIBERTY(R) cabinet, decorative door and builders' hardware, which is manufactured for the Company and sold to home centers, other retailers, original equipment manufacturers and wholesale markets. Key competitors in these product lines in North America include Amerock, Belwith, National, Umbra and Stanley. Imported products are also a significant factor in this market. AVOCET(TM) builders' hardware products, including locks and door and window hardware, are manufactured and sold to home centers and other retailers, builders and original equipment door and window manufacturers primarily in the United Kingdom. OTHER SPECIALTY PRODUCTS The Company manufactures and sells windows and patio doors under the MILGARD(R) brand name direct to the new construction and home improvement markets, principally in the western United States. The Company fabricates and sells vinyl windows and sunrooms under the GRIFFIN(TM) and CAMBRIAN(TM) brand names for the United Kingdom building trades. The Company extrudes and sells vinyl frame components for windows, doors and sunrooms under the brand name DURAFLEX(TM) for the European building trades. The Company manufactures a complete line of manual and electric staple gun tackers, staples and other fastening tools under the brand names ARROW(R) and POWERSHOT(R). These products are sold through various distribution channels including wholesalers, home centers and other retailers. SAFLOK(R) electronic locksets are sold primarily to the hospitality market, and LAGARD(R) commercial safe and ATM locks are manufactured and sold to commercial markets. The Company also manufactures residential hydronic radiators and heat convectors under the brand names BRUGMAN(R), SUPERIA(TM), THERMIC(TM) and VASCO(R), which are sold to the European wholesale market from operations in Belgium, The Netherlands and Poland. ADDITIONAL INFORMATION - The consolidation of customers in the Company's major distribution channels has increased the size and importance of individual customers. Larger customers are able to effect significant changes in their volume of purchases from individual vendors. These same customers, in expanding their markets and targeted customers, at times have also become competitors of the Company. The Company believes that its relationships with home centers are particularly important. Sales of the Company's product lines to home center retailers are substantial. In 2004, sales to the Company's largest customer, The Home Depot, were $2.6 billion (approximately 22 percent of total sales). Although builders, dealers and other retailers represent other channels of distribution for the Company's products, the Company believes that the loss of a substantial portion of its sales to The Home Depot would have a material adverse impact on the Company. 5 - The major markets for the Company's products and services are highly competitive. Competition in all of the Company's product lines is based largely on performance, quality, brand reputation, style, delivery, customer service, exclusivity and price. Competition in the markets for the Company's services businesses is based primarily on price, customer service and breadth of product offering. Although the relative importance of such factors varies among product categories, price is often a primary factor. - The Company's international operations are subject to political, monetary, economic and other risks attendant generally to international businesses. These risks generally vary from country to country. Results of existing European operations have been adversely influenced in recent years, in part due to softness in the Company's European markets, competitive pricing pressures on certain products and the effect of a higher percentage of lower margin sales to total European sales. - Financial information concerning the Company's export sales and foreign and United States operations, including the net sales, operating profit and assets attributable to the Company's segments and to the Company's North American and International operations, as of and for the three years ended December 31, 2004, is set forth in Item 8 of this Report in Note P to the Company's Consolidated Financial Statements. - The peak season for home construction and remodeling generally corresponds with the second and third calendar quarters. As a result, the Company generally experiences stronger sales during these quarters. - The Company does not consider backlog orders to be material. - Compliance with federal, state and local regulations relating to the discharge of materials into the environment, or otherwise relating to the protection of the environment, is not expected to result in material capital expenditures by the Company or to have a material adverse effect on the Company's earnings or competitive position. - In general, raw materials required by the Company are obtainable from various sources and in the quantities desired, although from time to time certain operations of the Company, such as the Installation and Other Services segment, may encounter shortages or unusual price changes. Discussion of various factors that may affect the Company's results of operations can be found under "Management's Discussion and Analysis of Financial Condition and Results of Operations" under Item 7 of this Report. AVAILABLE INFORMATION The Company's website is www.masco.com. The Company's periodic reports and all amendments to those reports required to be filed or furnished pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 are available free of charge through its website. During the period covered by this Report, the Company posted its periodic reports on Form 10-K and Form 10-Q and its current reports on Form 8-K and any amendments to those documents to its website as soon as reasonably practicable after those reports were filed or furnished electronically with the Securities and Exchange Commission. The Company will continue to post to its website such reports and amendments to those reports as soon as reasonably practicable after those reports are filed with or furnished to the Securities and Exchange Commission. Material contained on the Company's website is not incorporated by reference into this Report on Form 10-K. PATENTS AND TRADEMARKS The Company holds United States and foreign patents covering its vapor deposition finish and various design features and valve constructions used in certain of its faucets and holds numerous other patents and patent applications, licenses, trademarks and trade names. As a manufacturer of brand 6 name consumer products, the Company views its trademarks and other proprietary rights as important, but does not believe that there is any reasonable likelihood of a loss of such rights that would have a material adverse effect on the Company's present business as a whole. EMPLOYEES At December 31, 2004, the Company employed approximately 62,000 people. Satisfactory relations have generally prevailed between the Company and its employees. ITEM 2. PROPERTIES. The table below lists the Company's principal North American properties for segments other than Installation and Other Services.
WAREHOUSE AND BUSINESS SEGMENT MANUFACTURING DISTRIBUTION ---------------- ------------- ------------- Cabinets and Related Products..................... 20 40 Plumbing Products................................. 28 14 Decorative Architectural Products................. 10 13 Other Specialty Products.......................... 25 7 -- -- Totals.......................................... 83 74 == ==
Most of the Company's North American manufacturing facilities range in size from single buildings of approximately 10,000 square feet to complexes that exceed 1,000,000 square feet. The Company owns or has options to acquire most of its North American manufacturing facilities, none of which is subject to significant encumbrances. A substantial number of its warehouse and distribution facilities are leased. In addition, the Company's Installation and Other Services segment operates over 300 branch service locations and 60 distribution centers in North America, the majority of which are leased. The table below lists the Company's principal properties outside of North America excluding properties of businesses held for sale.
WAREHOUSE AND BUSINESS SEGMENT MANUFACTURING DISTRIBUTION ---------------- ------------- ------------- Cabinets and Related Products..................... 11 22 Plumbing Products................................. 24 34 Decorative Architectural Products................. 3 3 Other Specialty Products.......................... 13 5 -- -- Totals.......................................... 51 64 == ==
Most of these international facilities are located in Belgium, China, Denmark, Germany, Italy, The Netherlands, Poland and the United Kingdom. The Company generally owns its international manufacturing facilities, none of which is subject to significant encumbrances, and leases its warehouse and distribution facilities. The Company's corporate headquarters are located in Taylor, Michigan and are owned by the Company. The Company owns an additional building near its corporate headquarters that is used by its corporate research and development department. Each of the Company's operating divisions assesses the manufacturing, distribution and other facilities needed to meet its operating requirements. The Company's buildings, machinery and equipment have been generally well maintained and are in good operating condition. As noted, the Company is implementing significant capacity additions to its cabinet operations, but otherwise, generally, 7 the Company believes that its facilities have sufficient capacity and are adequate for its production and distribution requirements. ITEM 3. LEGAL PROCEEDINGS. Information regarding legal proceedings involving the Company is set forth in Note T to the Company's consolidated financial statements included in Item 8 of this Report. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. SUPPLEMENTARY ITEM. EXECUTIVE OFFICERS OF THE REGISTRANT (PURSUANT TO INSTRUCTION 3 TO ITEM 401(b) OF REGULATION S-K).
OFFICER NAME POSITION AGE SINCE ---- ---------------------------------------- --- ------- Richard A. Manoogian......................... Chairman of the Board, 68 1962 Chief Executive Officer Alan H. Barry................................ President and Chief Operating Officer 62 2003 David A. Doran............................... Vice President - Taxes 63 1984 Daniel R. Foley.............................. Vice President - Human Resources 63 1996 Eugene A. Gargaro, Jr. ...................... Vice President and Secretary 62 1993 John R. Leekley.............................. Senior Vice President and 61 1979 General Counsel Robert B. Rosowski........................... Vice President and Treasurer 64 1973 Timothy Wadhams.............................. Senior Vice President and 56 2001 Chief Financial Officer
Executive officers, who are elected by the Board of Directors, serve for a term of one year or less. Each elected executive officer has been employed in a managerial capacity with the Company for over five years except Mr. Wadhams. Mr. Wadhams was employed by the Company from 1976 to 1984. From 1984 until he rejoined the Company in 2001, he was an executive of Metaldyne Corporation (formerly MascoTech, Inc.), most recently serving as its Executive Vice President - Finance and Administration and Chief Financial Officer. Mr. Barry was elected to his present position in April 2003. He had served as a Group President of the Company since 1996. 8 PART II ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. The New York Stock Exchange is the principal market on which the Company's Common Stock is traded. The following table indicates the high and low sales prices of the Company's Common Stock as reported by the New York Stock Exchange and the cash dividends declared per common share for the periods indicated:
MARKET PRICE --------------- DIVIDENDS QUARTER HIGH LOW DECLARED - ------- ------ ------ --------- 2004 Fourth................................. $37.02 $32.87 $.18 Third.................................. 35.00 29.69 .18 Second................................. 31.47 26.29 .16 First.................................. 30.80 25.88 .16 ---- Total............................... $.68 ==== 2003 Fourth................................. $28.44 $24.61 $.16 Third.................................. 25.99 22.45 .16 Second................................. 25.58 18.60 .14 First.................................. 21.96 16.59 .14 ---- Total............................... $.60 ====
On March 11, 2005 there were approximately 6,300 holders of record of the Company's Common Stock. The Company expects that its practice of paying quarterly dividends on its Common Stock will continue, although the payment of future dividends is at the discretion of the Company's Board of Directors and will depend upon the Company's earnings, capital requirements, financial condition and other factors. In December 2003, the Company's Board of Directors authorized the purchase of up to 50 million shares of the Company's common stock in open-market transactions or otherwise. The following table provides information regarding the Company's purchase of Company common stock for the three months ended December 31, 2004, in millions except average price paid per common share data:
TOTAL NUMBER OF SHARES MAXIMUM NUMBER OF PURCHASED AS PART OF SHARES THAT MAY YET TOTAL NUMBER OF AVERAGE PRICE PAID PUBLICLY ANNOUNCED BE PURCHASED UNDER PERIOD SHARES PURCHASED PER COMMON SHARE PLANS OR PROGRAMS THE PLANS OR PROGRAMS - ------ ---------------- ------------------ ---------------------- --------------------- 10/01/04 - 10/31/04..... 1 $33.89 1 20 11/01/04 - 11/30/04..... 1 $36.08 1 19 12/01/04 - 12/31/04..... 2 $36.41 2 17 -- -- Total for the quarter... 4 $35.45 4 == ==
For information regarding securities authorized for issuance under the Company's equity compensation plans, see Part III, Item 12 of this Report. 9 ITEM 6. SELECTED FINANCIAL DATA. The following table sets forth summary consolidated financial information for the Company's continuing operations, for the years and dates indicated.
(IN MILLIONS, EXCEPT PER SHARE DATA) 2004 2003 2002 2001 2000 ------- ------- ------- ------ ------ Net sales (1)................................. $12,074 $10,571 $ 8,831 $7,705 $6,506 Operating profit (1),(2),(3),(4),(5).......... $ 1,569 $ 1,484 $ 1,267 $1,011 $ 888 Income from continuing operations (1),(2),(3),(4),(5),(6),(7),(8)... $ 930 $ 790 $ 547 $ 183 $ 540 Per share of common stock: Income from continuing operations (1) Basic.................................... $ 2.09 $ 1.65 $ 1.13 $ 0.40 $ 1.22 Diluted.................................. $ 2.04 $ 1.61 $ 1.06 $ 0.39 $ 1.20 Dividends declared.......................... $ 0.68 $ 0.60 $ 0.55 $ 0.53 $ 0.50 Dividends paid.............................. $ 0.66 $ 0.58 $ 0.54 1/2 $ 0.52 1/2 $ 0.49 At December 31: Total assets................................ $12,541 $12,173 $12,050 $9,021 $7,604 Long-term debt.............................. $ 4,187 $ 3,848 $ 4,316 $3,628 $3,018 Shareholders' equity........................ $ 5,423 $ 5,456 $ 5,294 $3,958 $3,286
- ------------------------------ (1) Data have been restated to exclude discontinued operations. (2) The year 2004 includes a non-cash goodwill impairment charge of $141 million after tax ($168 million pre-tax) and income of $19 million after tax ($30 million pre-tax) related to the Behr litigation settlement. See Note T to the Consolidated Financial Statements. (3) The year 2003 includes a non-cash goodwill impairment charge of $47 million after tax ($53 million pre-tax) and income of $45 million after tax ($72 million pre-tax) related to the Behr litigation settlement. See Note T to the Consolidated Financial Statements. (4) The year 2002 includes a $92 million after tax ($147 million pre-tax), net charge for the Behr litigation settlement and pre-tax income of $16 million for the planned disposition of a business. (5) Operating profit for 2001 and 2000 includes goodwill amortization of $87 million and $60 million, respectively. (6) The year 2002 includes a $92 million after-tax ($117 million pre-tax), non-cash goodwill impairment charge recognized as a cumulative effect of a change in accounting principle. (7) The year 2001 includes a $344 million after-tax ($530 million pre-tax), non-cash charge for the write-down of certain investments, principally securities of Furnishings International Inc. (8) The year 2000 includes a $94 million after-tax ($145 million pre-tax), non-cash charge for the planned disposition of businesses and the write-down of certain investments. ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The financial and business analysis below provides information which the Company believes is relevant to an assessment and understanding of the Company's consolidated financial position, results of operations and cash flows. This financial and business analysis should be read in conjunction with the consolidated financial statements and related notes. The following discussion and certain other sections of this report contain statements reflecting the Company's views about its future performance and constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. These views involve risks and uncertainties that are 10 difficult to predict and, accordingly, the Company's actual results may differ materially from the results discussed in such forward-looking statements. Readers should consider that various factors, including changes in general economic conditions and competitive market conditions; pricing pressures; relationships with key customers; industry consolidation of retailers, wholesalers and builders; shifts in distribution; the influence of e-commerce; and other factors discussed in the "Executive Level Overview," "Critical Accounting Policies and Estimates" and "Outlook for the Company" sections, may affect the Company's performance. The Company undertakes no obligation to update publicly any forward-looking statements as a result of new information, future events or otherwise. EXECUTIVE LEVEL OVERVIEW The Company is engaged principally in the manufacture and sale of home improvement and building products. These products are sold to the home improvement and home construction markets through mass merchandisers, hardware stores, home centers, builders, distributors and other outlets for consumers and contractors. The Company also supplies and installs insulation and other building products for builders in the new residential construction market. Factors that affect the Company's results of operations include the levels of home improvement and residential construction activity principally in North America and Europe (including repair and remodeling and new construction), the Company's ability to effectively manage its overall cost structure, fluctuations in European currencies (primarily the European euro and Great Britain pound), the importance of and the Company's relationships with home centers (including The Home Depot, which represented approximately 22 percent of the Company's sales in 2004) as distributors of home improvement and building products and the Company's ability to maintain its leadership positions in its markets in the face of increasing global competition. Historically, the Company has been able to largely offset the impact on its revenues of cyclical declines in the new construction and home improvement markets through new product introductions and acquisitions as well as market share gains. CRITICAL ACCOUNTING POLICIES AND ESTIMATES The Company's discussion and analysis of its financial condition and results of operations are based on the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires the Company to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The Company regularly reviews its estimates, which are based on historical experience and on various other factors and assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of certain assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates and assumptions. The Company believes that the following critical accounting policies are affected by significant judgments and estimates used in the preparation of its consolidated financial statements. RECEIVABLES AND INVENTORIES The Company records estimated reductions to revenue for customer programs and incentive offerings, including special pricing arrangements, promotions and other volume-based incentives. Allowances for doubtful accounts receivable are maintained for estimated losses resulting from the inability of customers to make required payments. Inventories are recorded at the lower of cost or net realizable value with expense estimates made for obsolescence or unsaleable inventory equal to the difference between the recorded cost of inventories and their estimated market value based on assumptions about future demand and market conditions. On an on-going basis, the Company monitors these estimates and records adjustments for differences between estimates and actual experience. 11 Historically, actual results have not significantly deviated from those determined using these estimates. FINANCIAL INVESTMENTS The Company maintains investments in marketable securities, which aggregated $263 million, and a number of private equity funds, which aggregated $308 million, at December 31, 2004. The investments in private equity funds are carried at cost and are evaluated for impairment at each reporting period, or when circumstances indicate an impairment may exist, using information made available by the fund managers and other assumptions. The investments in marketable equity securities are carried at fair value, and unrealized gains and unrealized losses (that are deemed to be temporary) are recorded as a component of shareholders' equity, net of tax effect, in other comprehensive income (loss). The Company records an impairment charge to earnings when an investment has experienced a decline in value that is deemed to be other-than-temporary. Future changes in market conditions, the performance of underlying investments or new information provided by private equity fund managers could affect the recorded values of such investments and the amounts realized upon liquidation. In the fourth quarter of 2004, the Company recognized an impairment charge of $21 million related to the Company's investment in Furniture Brands International (NYSE: FBN). The FBN common stock was received in June 2002 from the Company's investment in Furnishings International Inc. debt. Based on its review, the Company considers the decline in market value related to this investment to be other-than-temporary and recorded a pre-tax impairment charge of $21 million to reduce the cost basis from $30.25 per share to $25.05 per share; at December 31, 2004, the aggregate carrying value after the adjustment was $100 million. GOODWILL AND OTHER INTANGIBLE ASSETS The Company records the excess of purchase cost over the fair value of net tangible assets of acquired companies as goodwill or other identifiable intangible assets. In accordance with SFAS No. 142 "Goodwill and Other Intangible Assets," the Company is no longer recording amortization expense related to goodwill and other indefinite-lived intangible assets. In the fourth quarter of each year, or as an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount, the Company completes the impairment testing of goodwill and other indefinite-lived intangible assets utilizing a discounted cash flow method. This test for 2004 indicated that goodwill related to certain European businesses was impaired. The Company recognized a non-cash, pre-tax impairment charge of $168 million ($141 million, after tax) in the fourth quarter of 2004. Intangible assets with finite useful lives are amortized over their estimated lives. The Company evaluates the remaining useful lives of amortizable intangible assets at each reporting period to determine whether events and circumstances warrant a revision to the remaining periods of amortization. Determining market values using a discounted cash flow method requires the Company to make significant estimates and assumptions, including long-term projections of cash flows, market conditions and appropriate discount rates. The Company's judgments are based on historical experience, current market trends, consultations with external valuation specialists and other information. While the Company believes that the estimates and assumptions underlying the valuation methodology are reasonable, different assumptions could result in a different outcome. In estimating future cash flows, the Company relies on internally generated five-year forecasts for sales and operating profits, including capital expenditures and generally a three percent long-term assumed growth rate of cash flows for periods after the five-year forecast. The Company generally develops these forecasts based on recent sales data for existing products, planned timing of new product launches, housing starts and repair and remodeling estimates for existing homes. 12 In the fourth quarter of 2004, the Company estimated that future discounted cash flows projected for most of its business units were greater than the carrying values. Any increases in estimated discounted cash flows would have no impact on the reported value of goodwill. EMPLOYEE RETIREMENT PLANS Accounting for defined-benefit pension plans involves estimating the cost of benefits to be provided in the future, based on vested years of service, and attributing those costs over the time period each employee works. Pension costs and obligations of the Company are developed from actuarial valuations. Inherent in these valuations are key assumptions regarding inflation, expected return on plan assets, mortality rates, compensation increases and discount rates for obligations. The Company considers current market conditions, including changes in interest rates, in selecting these assumptions. The Company selects these assumptions with assistance from outside advisors such as consultants, lawyers and actuaries. Changes in assumptions used could result in changes to the related pension costs and obligations within the Company's consolidated financial statements in any given period. In 2004, the Company decreased its discount rate for obligations to 5.75 percent from 6.25 percent, which reflects the decline in long-term interest rates. The assumed asset return is 8.5 percent, reflecting the expected long-term return on plan assets. The Company's underfunded amount for the difference between the projected benefit obligation and plan assets decreased to $193 million from $217 million in 2003. This is primarily the result of asset returns above projections and Company contributions. Qualified domestic pension plan assets in 2004 had a net gain of approximately 12 percent as compared with average returns of 10 percent for the largest 1,000 Plan Benchmark. The Company's projected benefit obligation relating to the unfunded non-qualified supplemental defined-benefit pension plans was $125 million at December 31, 2004 compared with $115 million at December 31, 2003. The Company expects pension expense for its qualified defined-benefit pension plans in 2005 to approximate such expense in 2004. If the Company assumed that the future return on plan assets was 8 percent instead of 8.5 percent, the pension expense for 2005 would increase by approximately $2 million. INCOME TAXES The Company has considered future income and gains from investments and other identified tax-planning strategies, including the potential sale of certain operating assets, and identified potential sources of future foreign taxable income in assessing the need for establishing a valuation allowance against its deferred tax assets at December 31, 2004, particularly related to its after-tax capital loss carryforward of $21 million and its after-tax foreign tax credit carryforward of $50 million. Should the Company determine that it would not be able to realize all or part of its deferred tax assets in the future, a valuation allowance would be recorded in the period such determination is made. Changes to the U.S. tax law enacted in the fourth quarter of 2004 significantly impacted the taxation of foreign earnings distributions. As a result, the Company made a dividend distribution of accumulated earnings from certain of its foreign subsidiaries of approximately $500 million in the fourth quarter of 2004. Such earnings had been permanently reinvested, pursuant to the provisions of Accounting Principles Board Opinion No. 23, prior to the fourth quarter of 2004 under the Company's previous tax planning strategy to invest such earnings in operating and non-operating foreign investments. This dividend generated significant foreign tax credits that were used to offset the majority of the U.S. tax on the 2004 dividend and created a $50 million foreign tax credit carryforward at December 31, 2004. The Company believes that the foreign tax credit carryforward will be utilized before the newly 13 enacted 10-year carryforward period expires on December 31, 2014, principally with identified potential sources of future income taxed in foreign jurisdictions at rates less than the present U.S. rate of 35 percent. Therefore, a valuation allowance was not recorded at December 31, 2004. Because the Company changed its position with respect to the repatriation of foreign earnings, the Company recorded a $38 million deferred tax liability in the fourth quarter of 2004, primarily related to the excess of its book basis over the tax basis of investments in foreign subsidiaries. OTHER COMMITMENTS AND CONTINGENCIES Certain of the Company's products and product finishes and services are generally covered by a warranty to be free from defects in material and workmanship for periods ranging from one year to the life of the product. At the time of the sale, the Company accrues a warranty liability for estimated costs to provide products, parts or services to repair or replace products in satisfaction of warranty obligations. The Company's estimate of costs to service its warranty obligations is based on historical experience and expectations of future conditions. To the extent that the Company experiences any changes in warranty claim activity or costs associated with servicing those claims, its warranty liability is adjusted accordingly. The Company is subject to lawsuits and pending or asserted claims (including income taxes) with respect to matters generally arising in the ordinary course of business. Liabilities and costs associated with these matters require estimates and judgments based on the professional knowledge and experience of management and its legal counsel. When estimates of the Company's exposure for lawsuits and pending or asserted claims meet the criteria for recognition under SFAS No. 5, "Accounting for Contingencies," amounts are recorded as charges to earnings. The ultimate resolution of any such exposure to the Company may differ due to subsequent developments. See Note T to the Company's consolidated financial statements for information regarding legal proceedings involving the Company. The Company used estimates for the number of claims expected and the average cost per claim to determine the liability related to the Behr litigation settlement in 2002. In 2004, the Company estimated that the remaining unpaid claims and administration costs related to the Washington State Settlement would be less than originally estimated and reduced the related accrual (recognizing income) for litigation settlement by $20 million. INTERNAL CONTROLS AND PROCEDURES The Company's operations are highly decentralized and financial and transaction processing and control systems are distributed across the Company's multiple business units. The Company maintains monitoring controls through its group oversight function, a Company-wide accounting policy manual and a well-resourced internal audit function that works closely with an international accounting firm, which is not the Company's external auditor. Additionally, the Company believes it fosters an effective control environment through a strong corporate governance structure driven by the membership and activities of its Board of Directors and Audit Committee, its Code of Business Ethics and various Company-wide programs related to legal and ethical compliance. In 2004, the Company conducted and concluded its first comprehensive evaluation of internal control over financial reporting under the new requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the "Act"). During the course of this process, the Company determined that there was a lapse in controls associated with a business integration involving two of the Company's business units. Management concluded that the lapse in controls was a material weakness based on the potential for possible error and impact of such potential error on the Company's consolidated financial statements. Accordingly, based on the requirements of the Act, the Company concluded that its internal control over financial reporting did not operate effectively as of December 31, 2004. After extensive review and additional testing procedures that the Company considered appropriate under the circumstances, the Company determined that this material weakness condition did not result in a material misstatement in the Company's consolidated financial statements as of, and for the year ended, December 31, 2004. 14 Management has taken a number of remediation steps and is in the process of taking additional steps associated with this matter as disclosed in Management's Remediation Plan in Item 8 of this Report. In addition to the incremental external costs and expenses of approximately $34 million (primarily professional fees) associated with complying with Section 404 of the Act, the Company has also invested significantly in training and additional infrastructure, including additional human resources, technological enhancements and process improvements. The Company believes it has incurred a disproportionate level of expense related to this initiative, relative to other companies of comparable size, due to its disaggregated business model. While the Company's decentralized operating structure and the number of autonomous business units serve to disperse risk, these factors also resulted in a more time-consuming and costly environment for the Company to implement the requirements of the Act. The Company, with senior management actively involved, began its Section 404 implementation process in early 2003. The Company's compliance with the Section 404 requirements was highly complex and involved, given the continuing refinement of guidance related to the Act's requirements and the Company's decentralized operating structure, including disparate business systems, its relatively smaller foreign business units with different languages and cultures, and its installation services businesses with approximately 360 small branch locations. Nevertheless, the Company expects to continue to benefit from the implementation of the Act's requirements and is committed to a continuous improvement model of internal control, as evidenced through its significant investment of resources and its historic strong "tone at the top" philosophy of internal control. CORPORATE DEVELOPMENT STRATEGY Acquisitions in past years have enabled the Company to build a critical mass that has given the Company a strong position in the markets it serves and has increased the Company's importance to its customers. The Company is now intensifying its focus on leveraging the critical mass to build greater value for its shareholders. The Company's focus includes additional cost reduction initiatives as well as increased utilization of synergies among the Company's business units. The Company expects to maintain a more balanced growth strategy of internal growth, share repurchases and fewer acquisitions with increased emphasis on cash flow and return on invested capital. As part of its strategic planning, the Company continues to review all of its businesses to determine which businesses are not core to continuing operations. The Company reviews its business portfolio on an ongoing basis as part of its corporate strategic planning and, in the first quarter of 2004, determined that several European businesses were not core to the Company's long-term growth strategy and, accordingly, embarked on a plan of disposition. These businesses had combined 2003 net sales in excess of $350 million and an approximate net book value of $330 million. The Company originally estimated expected proceeds from the sale of these businesses to approximate $300 million. The Company reduced its estimate of expected proceeds during 2004 (recognizing pre-tax charges of $139 million ($151 million, after tax) for those businesses expected to be divested at a loss) for these operations as a result of lower-than-expected operating results as well as a weaker-than-expected demand for the businesses that the Company planned to divest. Any gains resulting from the dispositions are recognized as such transactions are completed. The Company expects aggregate net proceeds to approximate $250 million upon completion of the dispositions, of which $172 million was received in 2004. During 2004, in separate transactions, the Company completed the sale of its Jung Pumpen, The Alvic Group, Alma Kuchen, E. Missel and SKS Group businesses in Europe. Jung Pumpen manufactures a wide variety of submersible and drainage pumps, The Alvic Group and Alma Kuchen manufacture kitchen cabinets, E. Missel manufactures acoustic insulation for baths and showers and SKS Group manufactures rolling shutters and ventilation systems; all of these businesses were included in discontinued operations. Total gross proceeds from the sale of these companies were $199 million, including cash of $193 million and notes receivable of $6 million. The Company recognized a pre-tax, 15 net gain (principally related to the sale of Jung Pumpen) on the disposition of these businesses of $106 million. In 2003, the Company completed the sale of its Baldwin Hardware, Weiser Lock and Marvel Group businesses. In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company has accounted for the businesses held for sale at December 31, 2004 as well as businesses which were sold in 2004 and 2003 as discontinued operations. The sales and results of operations of the businesses sold in 2004 and 2003 and those held for sale at December 31, 2004 are included in the Company's results from discontinued operations through the date of disposition. During the time the Company owned these businesses, they had net sales of $357 million, $563 million and $589 million in 2004, 2003 and 2002, respectively, and income (loss) from discontinued operations before income taxes of $29 million, $(43) million and $64 million in 2004, 2003 and 2002, respectively. LIQUIDITY AND CAPITAL RESOURCES Historically, the Company has largely funded its growth through cash provided by a combination of its operations, long-term bank debt and other borrowings, and by the issuance of Company common stock, including issuances for certain mergers and acquisitions. Bank credit lines are maintained to ensure the availability of funds. At December 31, 2004, debt agreements with banks syndicated in the United States relate to a $2.0 billion 5-year Revolving Credit Agreement due and payable in November 2009. This agreement allows for borrowings denominated in U.S. dollars or European euros. Interest is payable on borrowings under this agreement based on various floating-rate options as selected by the Company. The previous 364-day revolving credit agreement expired in November 2004. Certain debt agreements contain limitations on additional borrowings; at December 31, 2004, the Company had additional borrowing capacity, subject to availability, of up to $3.9 billion. Certain debt agreements also contain a requirement for maintaining a certain level of net worth; at December 31, 2004, the Company's net worth exceeded such requirement by approximately $1.7 billion. In December 2002, the Company replenished the amount of debt and equity securities issuable under its unallocated shelf registration statement with the Securities and Exchange Commission pursuant to which the Company was able to issue up to a combined $2 billion of debt and equity securities. The Company had cash and cash investments of $1,256 million at December 31, 2004 as a result of strong cash flows from operations and proceeds from the disposition of certain businesses and financial investments. In the fourth quarter of 2004, the Company repatriated cash related to accumulated earnings from certain of its foreign subsidiaries to the United States of approximately $500 million. During 2004, the Company increased its quarterly common stock dividend 12.5 percent to $.18 per common share. This marks the 46th consecutive year in which dividends have been increased. Although the Company is aware of the greater interest in yield by many investors and has maintained an increased dividend payout in recent years, the Company continues to believe that its shareholders' long-term interests are best served by investing a significant portion of its earnings in the future growth of the Company. Maintaining high levels of liquidity and cash flow are among the Company's financial strategies. The Company's total debt as a percent of total capitalization increased to 44 percent at December 31, 2004 from 43 percent at December 31, 2003. Repurchases and retirement of Company common stock contributed to the increase in the total debt to total capitalization ratio. The Company's working capital ratio was 2.1 to 1 and 1.7 to 1 at December 31, 2004 and 2003, respectively. The Company has limited involvement with derivative financial instruments and does not use derivatives for trading purposes. The derivatives used by the Company during the year ended 16 December 31, 2004 consist of interest rate swaps entered into in 2004, for the purpose of effectively converting a portion of fixed-rate debt to variable-rate debt, which is expected to reduce interest expense, given current interest rates. Generally, under interest rate swap agreements, the Company agrees with a counter party to exchange the difference between fixed-rate and floating-rate interest amounts calculated by reference to an agreed notional principal amount. The derivative contracts are with two major creditworthy institutions, thereby minimizing the risk of credit loss. The interest rate swap agreements are designated as fair-value hedges, and the interest rate differential on interest rate swaps used to hedge existing debt is recognized as an adjustment to interest expense over the term of the agreement. For fair-value hedge transactions, changes in the fair value of the derivative and changes in the fair value of the item hedged are recognized in determining earnings. The average variable interest rates are based on the London Interbank Offered Rate ("LIBOR") plus a fixed adjustment factor. The average effective rate on the interest rate swaps is 3.302%. At December 31, 2004, the interest rate swap agreements cover a notional amount of $850 million of the Company's fixed-rate debt due July 15, 2012 at an interest rate of 5.875%. The hedges are considered 100 percent effective because all of the critical terms of the derivative financial instruments match those of the hedged item. Accordingly, no gain or loss on the value of the hedges was recognized in the Company's consolidated statements of income for the years ended December 31, 2004 and 2003. The amount recognized as a reduction of interest expense was $22 million for the year ended December 31, 2004. Certain of the Company's European operations also entered into foreign currency forward contracts for the purpose of managing exposure to currency fluctuations primarily related to the United States dollar and the Great Britain pound. CASH FLOWS Significant sources and (uses) of cash in the past three years are summarized as follows, in millions:
2004 2003 2002 ------ ------ ------ Net cash from operating activities.......................... $1,454 $1,421 $1,225 (Decrease) increase in debt, net............................ (13) (541) 634 Net proceeds from disposition of: Businesses................................................ 172 284 21 Equity investment......................................... - 75 - Proceeds from settlement of swaps........................... 55 - - Issuance of Company common shares........................... 58 37 598 Acquisition of businesses, net of cash acquired............. (16) (239) (736) Capital expenditures........................................ (310) (271) (285) Cash dividends paid......................................... (302) (286) (268) Purchase of Company common shares for: Retirement................................................ (903) (779) (166) Long-term stock incentive award plan...................... (40) (48) (31) Proceeds (purchases) of financial investments, net.......... 330 55 (327) Effect of exchange rates.................................... 29 52 59 Other, net.................................................. (15) (32) 31 ------ ------ ------ Cash increase (decrease).......................... $ 499 $ (272) $ 755 ====== ====== ======
The Company's cash and cash investments increased $461 million (net of cash at businesses held for sale) to $1,256 million at December 31, 2004, from $795 million at December 31, 2003. Net cash provided by operations in 2004 of $1.5 billion consisted primarily of net income adjusted for non-cash items, including depreciation and amortization of $237 million, income of $30 million related to the Behr litigation settlement, a $168 million charge related to goodwill impairment, a 17 $21 million charge for the impairment of an investment and other items. Net working capital increased by approximately $10 million. The Company continues to emphasize balance sheet management, including working capital management and cash flow generation. Days sales in accounts receivable decreased to 49 days at December 31, 2004 from 53 days at December 31, 2003, and accounts payable days increased to 36 days at December 31, 2004 compared with 35 days at December 31, 2003, primarily due to the Company's working capital improvement initiatives. Days sales in inventories increased slightly to 49 days at December 31, 2004 from 48 days at December 31, 2003. Cash used for financing activities in 2004 was $1.1 billion, and included cash outflows of $302 million for cash dividends paid, $266 million for the retirement of notes, $903 million for the acquisition and retirement of Company common stock in open-market transactions, $40 million for the acquisition of Company common stock for the Company's long-term stock incentive award plan and $40 million principally for the net payment of other debt. Cash provided by financing activities included $293 million from the issuance of notes (net of issuance costs), $58 million from the issuance of Company common stock, primarily from the exercise of stock options and $55 million from interest rate swap transactions. At December 31, 2004, the Company had remaining Board of Directors' authorization to repurchase up to an additional 17 million shares of its common stock in open-market transactions or otherwise. In January and February 2005, the Company repurchased an additional six million shares of Company common stock (including approximately two million shares which were subsequently reissued for the long-term stock incentive award plan) and expects to continue its Company common share repurchase program throughout 2005. Cash provided by investing activities was $161 million in 2004 and included $172 million of net proceeds from the disposition of businesses and $330 million from the net sale of financial investments. Cash used for investing activities included $310 million for capital expenditures, $16 million for acquisitions and additional acquisition-related consideration relating to previously acquired companies and $15 million for other net cash outflows. The Company expects to continue to monetize the marketable securities portfolio over the next several quarters. The Company continues to invest in automating its manufacturing operations and increasing its capacity and its productivity, in order to be a more efficient producer and to improve customer service. Capital expenditures for 2004 were $310 million, compared with $271 million for 2003 and $285 million for 2002; for 2005, capital expenditures, excluding those of any potential 2005 acquisitions, are expected to approximate $400 million. Capital expenditures for 2005 include significant capacity additions to the Company's North American cabinet operations for which construction is anticipated to commence in 2005 and to be completed in 2006. Depreciation and amortization expense for 2004 totaled $237 million, compared with $244 million for 2003 and $220 million for 2002; for 2005, depreciation and amortization expense, excluding any potential 2005 acquisitions, is expected to approximate $240 million. Amortization expense totaled $26 million, $32 million and $39 million in 2004, 2003 and 2002, respectively. Costs of environmental responsibilities and compliance with existing environmental laws and regulations have not had, nor in the opinion of the Company are they expected to have, a material effect on the Company's capital expenditures, financial position or results of operations. The Company believes that its present cash balance and cash flows from operations are sufficient to fund its near-term working capital and other investment needs. The Company believes that its 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, future financial market activities and proceeds from asset sales. 18 CONSOLIDATED RESULTS OF OPERATIONS The Company reports its financial results in accordance with generally accepted accounting principles ("GAAP") in the United States. However, the Company believes 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, the Company's reported results. SALES AND OPERATIONS Net sales for 2004 were $12.1 billion, representing an increase of 14 percent over 2003. Excluding results from acquisitions, net sales also increased 14 percent (including a two percent increase relating to the effect of currency translation) compared with 2003. The increase in net sales in 2004 is principally due to higher unit sales volumes of assembled cabinets, architectural coatings, installation services, vinyl and fiberglass windows and patio doors, and faucets. The following table reconciles reported net sales to net sales excluding acquisitions and the effect of currency translation, in millions:
TWELVE MONTHS ENDED DECEMBER 31 ------------------ 2004 2003 ------- ------- Net sales, as reported...................................... $12,074 $10,571 - Acquisitions............................................ (46) - ------- ------- Net sales, excluding acquisitions........................... 12,028 10,571 - Currency translation.................................... (209) - ------- ------- Net sales, excluding acquisitions and the effect of currency.................................................. $11,819 $10,571 ======= =======
The Company's gross profit margins were 30.8 percent, 30.7 percent and 31.6 percent for the years ended December 31, 2004, 2003 and 2002, respectively. The increase in the 2004 gross profit margins reflects increased sales volume and increased selling prices, offset in part by increased commodity costs as well as sales in segments with somewhat lower gross margins. In addition, operating results for the year ended December 31, 2003 were reduced by non-cash, pre-tax charges of $59 million relating to two United Kingdom business units, one in the Decorative Architectural Products segment and the other in the Plumbing Products segment. Offsetting the charges related to these United Kingdom business units, operating profit for the year ended December 31, 2003 also benefited from $72 million of Behr litigation income. Operating profit for the year ended December 31, 2004 includes $30 million of Behr litigation income. Selling, general and administrative expenses, excluding general corporate expense, as a percent of sales were 15.0 percent in 2004 compared with 15.7 percent in 2003 and 14.6 percent in 2002. Selling, general and administrative expenses for the year ended December 31, 2004 include the effect of lower promotion and advertising costs as a percent of sales, compared with 2003. This reduction was partially offset by increased costs and expenses associated with complying with the new requirements of the Sarbanes-Oxley Legislation as well as increased expenses associated with stock options. Selling, general and administrative expenses for the year ended December 31, 2003 include $16 million of accelerated benefit expense related to the unexpected passing of the Company's President and Chief Operating Officer. Operating profit margins, as reported, were 13.0 percent, 14.0 percent and 14.3 percent in 2004, 2003 and 2002, respectively. Operating profit margins, excluding general corporate expense, the income/charge for litigation settlement (2004, 2003 and 2002), the goodwill impairment charge (2004 and 2003), and income from the planned disposition of a business (2002), were 15.7 percent, 14.9 percent and 17.0 percent in 2004, 2003 and 2002, respectively. 19 OTHER INCOME (EXPENSE), NET In 2004, 2003 and 2002, the Company recorded $21 million, $19 million and $24 million, respectively, of non-cash, pre-tax charges for the write-down of certain financial investments. In the fourth quarter of 2004, the Company recognized the above-mentioned impairment charge of $21 million related to the Company's investment in Furniture Brands International (NYSE: FBN). The FBN common stock was received in June 2002 from the Company's investment in Furnishings International Inc. debt. Based on its review, the Company considers the decline in market value related to this investment to be other-than-temporary and recorded an impairment charge to reduce the cost basis from $30.25 per share to $25.05 per share; the aggregate carrying value after the adjustment is $100 million. Other, net in 2004 includes $50 million of realized gains, net, from the sale of marketable equity securities, dividend income of $27 million and $42 million of income, net, from other investments. Other, net in 2004 also includes realized foreign currency exchange gains of $26 million and other miscellaneous items. Other, net in 2003 includes $23 million of realized gains, net, from the sale of marketable equity securities, dividend income of $25 million and $17 million of income, net, from other investments. Other, net in 2003 also includes a $5 million gain from the sale of the Company's equity investment in Emco, $7 million of losses on the early retirement of debt, realized foreign currency exchange losses of $4 million and other miscellaneous items. Other, net in 2002 includes $39 million of realized losses, net, from the sale of marketable equity securities and dividend income of $17 million. In addition, the Company incurred $14 million of losses related to interest ratelock transactions entered into in anticipation of the Company issuing fixed-rate debt in 2002. Other items, net, in 2002 include realized foreign currency exchange losses of $3 million and other miscellaneous items. Interest expense was $217 million, $261 million and $235 million in 2004, 2003 and 2002, respectively. The decrease in interest expense in 2004 is primarily due to debt retirement as well as the effect of the interest rate swap agreements that converted a certain amount of fixed-rate debt to lower variable-rate debt and reduced interest expense by $22 million for the year ended December 31, 2004. INCOME AND EARNINGS PER COMMON SHARE FROM CONTINUING OPERATIONS Income from continuing operations and diluted earnings per common share for 2004 were $930 million and $2.04 per common share, respectively. Income from continuing operations for 2004 includes a non-cash, pre-tax goodwill impairment charge of $168 million ($141 million, after tax) and income related to the Behr litigation settlement of $30 million pre-tax ($19 million, after tax). Income from continuing operations and diluted earnings per common share for 2003 were $790 million and $1.61 per common share, respectively. Income from continuing operations for 2003 includes a non-cash, pre-tax goodwill impairment charge of $53 million ($47 million, after tax) and income related to the Behr litigation settlement of $72 million pre-tax ($45 million, after tax). Income from continuing operations and diluted earnings per common share for 2002 were $639 million and $1.24 per common share, respectively. Income from continuing operations in 2002 was negatively affected by a $147 million pre-tax charge for the Behr litigation settlement ($92 million, after tax). The Company's effective tax rate for income from continuing operations was 37 percent in 2004 and 2003 compared with 34 percent in 2002. The increase in the tax rate in 2004 and 2003 was due principally to a lower tax benefit related to the goodwill impairment charges. The Company estimates that its effective tax rate should approximate 35 percent for 2005. 20 OUTLOOK FOR THE COMPANY The Company experienced significant commodity cost increases during 2004, which reduced expected gross margins, including in the fourth quarter. Higher commodity costs reflecting cost increases in 2004 and additional cost increases in 2005 are expected to impact 2005 first half results. The Company already has implemented and continues to implement additional selling price increases on a number of its products, and believes that by the end of the second quarter, many of these commodity cost increases will be largely offset by such price increases. The Company believes that the impact of the delay in offsetting these recent cost increases with increased selling prices, and the shortage of certain materials will negatively impact earnings in the first half of 2005, largely in the first quarter. This impact has been reflected in the Company's previously announced guidance. The Company believes that it will achieve further organic sales growth in 2005, and, based on current business trends, believes that it will achieve mid-to high-single-digit organic growth in 2005 resulting in record sales and earnings. The Company expects its 2005 operating results to be impacted by a decline in housing starts of five percent from 2004 levels, share repurchases of a minimum 12 million common shares, modest margin improvement reflecting selling price increases and anticipated income from the sale of financial investments. In addition, the Company is assuming no further significant commodity cost increases beyond what it has already experienced in early 2005. 21 BUSINESS SEGMENT AND GEOGRAPHIC AREA RESULTS The following table sets forth the Company's net sales and operating profit information by business segment and geographic area, dollars in millions.
PERCENT INCREASE ----------------- 2004 2003 VS. VS. 2004 2003 2002 2003 2002 ------- ------- ------ ------- ------ NET SALES: Cabinets and Related Products........................... $ 3,289 $ 2,879 $2,644 14% 9% Plumbing Products....................................... 3,057 2,684 2,068 14% 30% Installation and Other Services......................... 2,771 2,411 1,845 15% 31% Decorative Architectural Products....................... 1,610 1,449 1,292 11% 12% Other Specialty Products................................ 1,347 1,148 982 17% 17% ------- ------- ------ TOTAL............................................... $12,074 $10,571 $8,831 14% 20% ======= ======= ====== North America........................................... $ 9,879 $ 8,763 $7,686 13% 14% International, principally Europe....................... 2,195 1,808 1,145 21% 58% ------- ------- ------ TOTAL............................................... $12,074 $10,571 $8,831 14% 20% ======= ======= ======
2004 2004(B) 2003 2003(B) 2002 ------- ------- ------ ------- ------ OPERATING PROFIT: (A) Cabinets and Related Products........................... $ 496 $ 552 $ 441 $ 441 $ 367 Plumbing Products....................................... 370 395 343 360 341 Installation and Other Services......................... 358 358 368 368 304 Decorative Architectural Products....................... 269 331 210 215 307 Other Specialty Products................................ 233 258 178 209 193 ------- ------- ------ ------ ------ TOTAL............................................... $ 1,726 $ 1,894 $1,540 $1,593 $1,512 ------- ------- ------ ------ ------ North America........................................... $ 1,639 $ 1,639 $1,433 $1,433 $1,347 International, principally Europe....................... 87 255 107 160 165 ------- ------- ------ ------ ------ TOTAL............................................... 1,726 1,894 1,540 1,593 1,512 General corporate expense, net.......................... (194) (194) (115) (115) (101) Gains on sale of corporate fixed assets, net............ 7 7 3 3 3 Income (charge) for litigation settlement, net.......... 30 30 72 72 (147) Expense related to accelerated benefits, net............ - - (16) (16) - ------- ------- ------ ------ ------ TOTAL, AS REPORTED.................................. $ 1,569 $ 1,737 $1,484 $1,537 $1,267 ======= ======= ====== ====== ======
2004 2004(B) 2003 2003(B) 2002 ------- ------- ------ ------- ------ OPERATING PROFIT MARGIN: (A) Cabinets and Related Products........................... 15.1% 16.8% 15.3% 15.3% 13.9% Plumbing Products....................................... 12.1% 12.9% 12.8% 13.4% 16.5% Installation and Other Services......................... 12.9% 12.9% 15.3% 15.3% 16.5% Decorative Architectural Products....................... 16.7% 20.6% 14.5% 14.8% 23.8% Other Specialty Products................................ 17.3% 19.2% 15.5% 18.2% 19.7% North America........................................... 16.6% 16.6% 16.4% 16.4% 17.5% International, principally Europe....................... 4.0% 11.6% 5.9% 8.8% 14.4% TOTAL............................................... 14.3% 15.7% 14.6% 15.1% 17.1% TOTAL OPERATING PROFIT MARGIN, AS REPORTED.............. 13.0% N/A 14.0% N/A 14.3%
(A) Before: general corporate expense; accelerated benefit expense related to the unexpected passing of the Company's President and Chief Operating Officer in 2003; and income (charge) regarding the Behr litigation settlement (related to the Decorative Architectural Products segment). (B) Excluding goodwill impairment charge. The 2004 goodwill impairment charge was as follows: Cabinets and Related Products - $56 million; Plumbing Products - $25 million; Decorative Architectural Products - $62 million; and Other Specialty Products - $25 million. The 2003 goodwill impairment charge was as follows: Plumbing Products - $17 million; Decorative Architectural Products - $5 million; and Other Specialty Products - $31 million. These 2004 and 2003 charges relate to European businesses. 22 BUSINESS SEGMENT RESULTS DISCUSSION Changes in operating profit margins in the following Business Segment and Geographic Area Results discussion exclude general corporate expense, the income/charge for the litigation settlement, net in 2004, 2003 and 2002, and the goodwill impairment charges in 2004 and 2003. CABINETS AND RELATED PRODUCTS Net sales of Cabinets and Related Products increased 14 percent in 2004 compared with 2003 and 9 percent in 2003 compared with 2002. The sales increases are due primarily to increased sales volume of assembled cabinets largely through North American retail distribution channels at major home centers and through the new construction market in the United States, as well as a more favorable product mix. This segment was also favorably influenced by a weaker U.S. dollar in 2004 and 2003, which affected the translation of local currencies of European operations included in this segment. Operating profit margins were 16.8 percent, 15.3 percent and 13.9 percent for the years ended December 31, 2004, 2003 and 2002, respectively. Operating profit margins in 2004 reflect the positive impact of higher sales volume as well as certain cost improvement initiatives. Operating profit margins in 2003 reflect the positive effect of higher sales volume as well as lower fixed costs resulting from the rationalization of existing manufacturing capacity. Operating profit margins in 2002 were positively influenced by strong sales volume, offset in part by costs related to a discontinued product line. PLUMBING PRODUCTS Net sales of Plumbing Products increased 14 percent in 2004 compared with 2003 primarily due to increased sales volume in the retail markets in North America and Europe and in the new construction markets in North America. Net sales of Plumbing Products increased 30 percent in 2003 compared with 2002 primarily due to acquisitions (principally the acquisition of the majority interest in Hansgrohe in December 2002). A weaker U.S. dollar also had a favorable impact on the translation of local currencies of European operations included in this segment in 2004 and 2003. Operating profit margins were 12.9 percent, 13.4 percent and 16.5 percent for the years ended December 31, 2004, 2003 and 2002, respectively. Operating profit margins in 2004 reflect an increase in European sales (which are generally at lower margins) as well as increased material costs, offset in part by increased sales volume. Operating profit margins in 2003 include the effect of an acquired company that has lower margins than the segment average as well as inventory adjustments and a decline in operating margins of certain European operations. Operating profit margins in 2002 include the favorable effect of a $16 million pre-tax gain relating to the reclassification of certain assets to held and used in accordance with SFAS No. 144. During 2003, the Company detected that an employee at a United Kingdom business unit in the Plumbing Products segment had circumvented internal controls and overstated operating results by approximately $4 million in 2002. This overstatement was corrected in the third quarter of 2003. The Company made the appropriate personnel changes and completed its review of the business unit in the fourth quarter of 2003 and determined that no further adjustment was necessary. INSTALLATION AND OTHER SERVICES Net sales of Installation and Other Services increased 15 percent in 2004 compared with 2003 and 31 percent in 2003 compared with 2002. The increase in net sales in 2004 is primarily due to increased selling prices, increased sales volume of non-insulation products and a strong new housing market. The increase in net sales in 2003 was principally attributable to acquisitions (principally the acquisition of Service Partners in September 2002) and a stronger new-housing market as well as increased sales volume of non-insulation products. Operating profit margins were 12.9 percent, 15.3 percent and 16.5 percent for the years ended December 31, 2004, 2003 and 2002, respectively. The decline in the 2004 operating profit margins is 23 primarily attributable to the time lag in implementing price increases related to material cost increases as well as an increase in sales of generally lower-margin, non-insulation products. Historically, the Company has generally been able to increase its selling prices to reflect certain material cost increases. However, the Company has not yet been able to increase selling prices to offset all such cost increases, contributing to a decline in operating profit margins. The decline in operating profit margins in 2003 is primarily attributable to adverse weather conditions (which reduced sales) experienced in the first half of 2003 as well as increased sales of generally lower-margin, non-insulation products. Within the Installation and Other Services segment, the availability of fiberglass insulation to support the Company's installation and distribution activities was constrained throughout 2004. The high level of demand for fiberglass insulation as a result of the strength of the new residential construction market has outpaced the industry's capacity to produce additional product. The Company believes that these conditions will persist in 2005 and is working with its diverse supplier base to secure the appropriate amount of material. At the current time, the Company believes that it will be able to do so, but if the Company cannot obtain the required amount of material, this could have a negative impact on its operations. DECORATIVE ARCHITECTURAL PRODUCTS Net sales of Decorative Architectural Products increased 11 percent in 2004 compared with 2003, and 12 percent in 2003 compared with 2002. The increases in net sales in 2004 and 2003 are primarily due to higher unit sales volume of paints and stains as well as increased sales of decorative hardware. Operating profit margins were 20.6 percent, 14.8 percent and 23.8 percent for the years ended December 31, 2004, 2003 and 2002, respectively. The margin improvement in 2004 includes the effect of increased sales volume of paints and stains and increased sales volume and improved operating performance of the Company's decorative hardware businesses, offset in part by increased material and promotion costs. Operating profit margins for this segment in 2003 were impacted by increased advertising costs, including additional costs associated with new in-store paint display centers, and fixed asset and inventory adjustments reflecting excess, obsolete and resourced products related to decorative hardware. As previously discussed, operating profit in this segment for 2003 was negatively affected by non-cash, pre-tax charges of $55 million related to a United Kingdom business unit. The charges relate primarily to a business system implementation failure which allowed former management of the business unit to circumvent internal controls and artificially inflate the unit's operating profit in years prior to 2003. The operating profit margins in 2002 reflect the leveraging of fixed costs over higher unit sales volume. OTHER SPECIALTY PRODUCTS Net sales of Other Specialty Products increased 17 percent in 2004 compared with 2003, principally due to increased sales of vinyl and fiberglass windows and doors in North America. Net sales of Other Specialty Products increased 17 percent in 2003 compared with 2002, principally due to acquisitions as well as increased sales of vinyl windows. A weaker U.S. dollar in 2004 and 2003 also had a favorable effect on the translation of local currencies of European operations included in this segment. Operating profit margins were 19.2 percent, 18.2 percent and 19.7 percent for the years ended December 31, 2004, 2003 and 2002, respectively. The margin improvement in 2004 is primarily attributable to increased sales volume of windows. The lower operating profit margins in 2003 are primarily due to increased material and insurance costs as well as lower results of European operations. The operating profit margins in 2002 were positively influenced by acquisitions, which in aggregate had higher operating profit margins than the segment average. 24 GEOGRAPHIC AREA RESULTS DISCUSSION NORTH AMERICA Net sales from North American operations increased 13 percent in 2004 compared with 2003, and 14 percent in 2003 compared with 2002, primarily due to increased unit sales volume of assembled cabinets, faucets, installed sales of insulation and non-insulation products, paints and stains, and vinyl and fiberglass windows and doors. Operating profit margins were 16.6 percent, 16.4 percent and 17.5 percent for the years ended December 31, 2004, 2003 and 2002, respectively. Operating profit margins in 2004 were positively affected by increases in sales volume of assembled cabinets, faucets, paints and stains, vinyl and fiberglass windows and doors and installed sales of insulation and non-insulation products. Operating profit margins for 2004 were negatively impacted by increased commodity costs, which offset lower sales promotion costs. The decline in operating profit margins for 2003 principally reflect increased sales in segments that have somewhat lower operating profit margins, increased commodity and energy costs as well as increased advertising and promotion costs. The operating profit margins for 2002 principally reflect the leveraging of fixed costs over increased sales volume and product mix. INTERNATIONAL, PRINCIPALLY EUROPE Net sales of the Company's International operations increased 21 percent in 2004 compared with 2003, due to increased local currency sales of plumbing products, ready-to-assemble cabinets and windows. Net sales of the Company's International operations increased 58 percent in 2003 compared with 2002, primarily due to acquisitions. A weaker U.S. dollar had a positive effect on the translation of European results in 2004 and 2003, increasing European net sales in 2004 by approximately 12 percent and in 2003 by 16 percent. Operating profit margins were 11.6 percent, 8.8 percent and 14.4 percent for the years ended December 31, 2004, 2003 and 2002, respectively. Operating profit margins for 2004 were positively affected by increases in sales volume of plumbing products, ready-to-assemble cabinets and windows. Operating profit margins for International operations for 2003 were adversely affected by the non-cash, pre-tax charges relating to accounting irregularities discussed previously, as well as lower margins of recently acquired companies. OTHER MATTERS COMMITMENTS AND CONTINGENCIES Litigation Information regarding legal proceedings involving the Company is set forth in Note T to the consolidated financial statements. Other Commitments With respect to the Company's investments in private equity funds, the Company, at December 31, 2004, has, under certain circumstances, commitments to contribute additional capital to such funds of up to $123 million. During 2000, approximately 300 of the Company's key employees purchased from the Company 8.4 million shares of Company common stock for cash totaling $156 million under an Executive Stock Purchase Program ("Program"). The stock was purchased at $18.50 per share, the approximate market price of the common stock at the time of purchase. Participants in the Program financed their purchases with five-year full recourse personal loans, at a market interest rate, from a bank syndicate. Each participant is fully responsible at all times for repaying their bank loans when they become due and is personally responsible for 100 percent of any loss in the market value of the purchased stock. 25 The Company has guaranteed repayment of the loans, for which the aggregate amount outstanding was approximately $47 million at December 31, 2004, only in the event of a default by a participant. The Company believes that the likelihood of any significant defaults by participants on payment of these loans, which are due in mid-2005, is remote. The Company enters into contracts, which include reasonable and customary indemnifications that are standard for the industries in which it operates. Such indemnifications include claims made against builders by homeowners for issues relating to the Company's products and workmanship. In conjunction with divestitures and other transactions, the Company occasionally provides reasonable and customary indemnifications relating to various items, including: the enforceability of trademarks; legal and environmental issues; provisions for sales returns; and asset valuations. The Company has never had to pay a material amount related to these indemnifications, and evaluates the probability that amounts may be incurred and appropriately records an estimated liability when probable. Warranty Certain of the Company's products and product finishes and services are generally covered by a warranty to be free from defects in material and workmanship for periods ranging from one year to the life of the product. At the time of sale, the Company accrues a warranty liability for estimated costs to provide products, parts or services to repair or replace products in satisfaction of warranty obligations. The Company's estimate of costs to service its warranty obligations is based on historical experience and expectations of future conditions. To the extent that the Company experiences any changes in warranty claim activity or costs associated with servicing those claims, its warranty liability is adjusted accordingly. See Note T to the consolidated financial statements for the tabular disclosure. A significant portion of the Company's business is at the consumer retail level through home centers and major retailers. A consumer may return a product to a retail outlet that is a warranty return. However, certain retail outlets do not distinguish between warranty and other types of returns when they claim a return deduction from the Company. The Company's revenue recognition policy takes into account this type of return when recognizing revenue, and deductions are recorded at the time of sale. CONTRACTUAL OBLIGATIONS The following table provides payment obligations related to current contracts at December 31, 2004, in millions:
PAYMENTS DUE BY PERIOD ----------------------------------------------- LESS THAN 2-3 4-5 MORE THAN 1 YEAR YEARS YEARS 5 YEARS TOTAL --------- ------ ----- --------- ------ Long-term debt.......................... $ 80 $2,242 $117 $1,828 $4,267 Operating leases........................ 115 146 41 113 415 Private equity funds.................... 41 41 41 - 123 Acquisition-related commitments......... 20 - - - 20 Defined-benefit plans................... 13 - - - 13 Purchase commitments (A)................ 143 7 - - 150 ---- ------ ---- ------ ------ Total......................... $412 $2,436 $199 $1,941 $4,988 ==== ====== ==== ====== ======
(A) Does not include contracts that do not require volume commitments or open or pending purchase orders. RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS In December 2004, the Emerging Issues Task Force ("EITF") Issue Summary No. 04-08, "Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings Per Share" became effective. EITF No. 04-08 would have required the Company to include 26 24 million shares in the calculation of diluted earnings per common share related to the Company's Zero Coupon Convertible Senior Notes due 2031 ("Notes"), with the add-back of the related interest expense to net income. In December 2004, the Company exchanged the Zero Coupon Convertible Senior Notes ("Old Notes") for Zero Coupon Convertible Senior Notes ("New Notes"). The New Notes have substantially the same terms as the Old Notes, except that upon conversion of the New Notes, the Company will pay the conversion price, up to the accreted value of the New Notes, in cash, and any value greater than the accreted value will be settled in cash or shares of Company common stock, at the option of the Company. At December 31, 2004, the Company included approximately one million shares in the calculation of diluted earnings per common share as the price of the Company common stock at December 31, 2004 exceeded the accreted value of the New Notes. In the first quarter of 2004, the Company adopted Financial Accounting Standards Board ("FASB") Interpretation No. 46 - Revised ("FIN 46R"), "Consolidation of Variable Interest Entities." FIN 46R requires that a company that is the primary beneficiary of a variable interest entity consolidate the assets, liabilities and results of operations of the variable interest entity in the company's financial statements. The adoption of FIN 46R did not have a material impact on the Company's consolidated financial statements. In December 2004, the FASB issued a revision to SFAS No. 123 ("SFAS No. 123R"), "Accounting for Stock-Based Compensation," which supersedes Accounting Principles Bulletin ("APB") No. 25, "Accounting For Stock Issued to Employees." SFAS No. 123R requires companies to measure and recognize the cost (fair value) of employee services received in exchange for stock options. SFAS No. 123R also clarifies and expands guidance in several areas including measuring fair value and classification of employee stock-based compensation, including stock options, restricted stock awards and stock appreciation rights. The Company will adopt SFAS No. 123R effective January 1, 2005 using the Modified Prospective Application ("MPA"). The MPA method does not require restatement of prior-year information and will require the Company to expense unvested stock options that were awarded prior to January 1, 2003 through their remaining vesting periods. The Company expects this additional expense to approximate $10 million in 2005. The Company has been using the fair value method for options granted, modified or settled subsequent to January 1, 2003. The Company is currently evaluating the impact that the other provisions of SFAS No. 123R will have on its consolidated financial statements. 27 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. The Company has considered the provisions of Financial Reporting Release No. 48, "Disclosure of Accounting Policies for Derivative Financial Instruments and Derivative Commodity Instruments, and Disclosure of Quantitative and Qualitative Information about Market Risk Inherent in Derivative Financial Instruments, Other Financial Instruments and Derivative Commodity Instruments." The Company is exposed to the impact of changes in interest rates and foreign currency exchange rates in the normal course of business and to market price fluctuations related to its marketable equity securities and other investments. The Company has limited involvement with derivative financial instruments and uses such instruments only to the extent necessary to manage exposure to fluctuations in interest rates and foreign currency fluctuations. The Company does not use derivatives for trading purposes. See Note G to the consolidated financial statements for additional information regarding the Company's derivative instruments. The derivatives used by the Company for the year ended December 31, 2004 consist of interest rate swap agreements entered into in 2003 and 2004, for the purpose of effectively converting a portion of fixed-rate debt to variable-rate debt, which is expected to reduce interest expense, given current interest rates. Certain of the Company's European operations also entered into foreign currency forward contracts for the purpose of managing exposure to currency fluctuations related primarily to the United States dollar and the Great Britain pound. At December 31, 2004, the Company performed sensitivity analyses to assess the potential loss in the fair values of market risk sensitive instruments resulting from a hypothetical change of 200 basis points in average interest rates, a 10 percent change in foreign currency exchange rates or a 10 percent decline in the market value of the Company's long-term investments. Based on the analyses performed, such changes would not be expected to materially affect the Company's financial position, results of operations or cash flows. 28 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING The management of Masco Corporation is responsible for establishing and maintaining adequate internal control over financial reporting. Masco Corporation's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Management of Masco Corporation assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2004. In making this assessment, it used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in "Internal Control - Integrated Framework". A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. As of December 31, 2004, in connection with the integration of two business units, the Company did not maintain effective controls over the conversion of certain accounting functions. This condition resulted in: (i) business unit management's override of controls over the authorization and recording of manual journal entries to accounts payable and cost of sales, (ii) ineffective controls over the preparation, review and approval of account reconciliations for accounts payable, and (iii) inadequate communication of control deficiencies to corporate management. These control deficiencies did not result in a material misstatement to the 2004 annual or interim consolidated financial statements. However, these control deficiencies could result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, management determined that these control deficiencies constitute a material weakness. Because of this material weakness, management concluded that the Company did not maintain effective internal control over financial reporting as of December 31, 2004 based on the criteria in the "Internal Control - Integrated Framework." Management's assessment of the effectiveness of Masco Corporation's internal control over financial reporting as of December 31, 2004 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report (which expressed an unqualified opinion on management's assessment and an adverse opinion on the effectiveness of Masco Corporation's internal control over financial reporting as of December 31, 2004). Additionally, PricewaterhouseCoopers LLP expressed an unqualified opinion on the Company's 2004 consolidated financial statements. This report appears under Item 8. Financial Statements and Supplementary Data under the heading Report of Independent Registered Public Accounting Firm. 29 MANAGEMENT'S REMEDIATION PLAN Management has taken, or is in the process of taking, the following steps with respect to the material weakness described in Management's Report on Internal Control over Financial Reporting: - All significant accounts impacted by the control lapse have been properly reconciled. - An information systems consultant has been retained to address technical information systems issues to enable systematic and timely reconciliation of unvouchered payables. Until a systematic solution is developed and implemented, the unvouchered payables account will be manually monitored, and adjustments will be made timely on a monthly basis. - Staff training and process improvement initiatives at the business unit have been identified and will be implemented over the course of first and second fiscal quarters of 2005. - Business unit management is in the process of recruiting three key financial management positions. - Group controller monitoring activities have been expanded to include the performance of extended review procedures over key account reconciliations and significant journal entries on a quarterly basis. - The group president has expanded and reinforced the need for timeliness and transparency of communication around significant financial and business matters between the business unit and group oversight management. - The Company will extend the risk management framework of its information technology risk management program launched in early 2004 to other major business change initiatives such as business integrations. 30 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Masco Corporation: We have completed an integrated audit of Masco Corporation's 2004 consolidated financial statements and of its internal control over financial reporting as of December 31, 2004 and audits of its 2003 and 2002 consolidated financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Our opinions, based on our audits, are presented below. CONSOLIDATED FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULE In our opinion, the consolidated financial statements listed in the index appearing under Item 15(a)(1) present fairly, in all material respects, the financial position of Masco Corporation and its subsidiaries at December 31, 2004 and 2003, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2004 in conformity with accounting principles generally accepted in the United States of America. In addition, in our opinion, the financial statement schedule listed in the index appearing under Item 15(a)(2) presents fairly, in all material respects, the information set forth therein when read in conjunction with the related consolidated financial statements. These financial statements and financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements and financial statement schedule based on our audits. We conducted our audits of these statements in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. INTERNAL CONTROL OVER FINANCIAL REPORTING Also, we have audited management's assessment, included in Management's Report on Internal Control over Financial Reporting appearing under Item 8, that Masco Corporation did not maintain effective internal control over financial reporting as of December 31, 2004, because the Company did not maintain effective controls over the conversion of certain accounting functions in connection with the integration of two business units, based on criteria established in Internal Control -- Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company's management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express opinions on management's assessment and on the effectiveness of the Company's internal control over financial reporting based on our audit. We conducted our audit of internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. An audit of internal control over financial reporting includes obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we consider necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal 31 control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. A material weakness is a control deficiency, or combination of control deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected. The following material weakness has been identified and included in management's assessment. As of December 31, 2004, in connection with the integration of two business units, the Company did not maintain effective controls over the conversion of certain accounting functions. This condition resulted in: (i) business unit management's override of controls over the authorization and recording of manual journal entries to accounts payable and cost of sales, (ii) ineffective controls over the preparation, review and approval of account reconciliations for accounts payable, and (iii) inadequate communication of control deficiencies to corporate management. These control deficiencies did not result in a material misstatement to the 2004 annual or interim consolidated financial statements. However, these control deficiencies could result in a material misstatement to the annual or interim consolidated financial statements that would not be prevented or detected. Accordingly, management determined that these control deficiencies constitute a material weakness. This material weakness was considered in determining the nature, timing, and extent of audit tests applied in our audit of the 2004 consolidated financial statements, and our opinion regarding the effectiveness of the Company's internal control over financial reporting does not affect our opinion on those consolidated financial statements. In our opinion, management's assessment that Masco Corporation did not maintain effective internal control over financial reporting as of December 31, 2004, is fairly stated, in all material respects, based on criteria established in Internal Control -- Integrated Framework issued by the COSO. Also, in our opinion, because of the effect of the material weakness described above on the achievement of the objectives of the control criteria, Masco Corporation has not maintained effective internal control over financial reporting as of December 31, 2004, based on criteria established in Internal Control -- Integrated Framework issued by the COSO. PRICEWATERHOUSECOOPERS LLP Detroit, Michigan March 16, 2005 32 MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED BALANCE SHEETS AT DECEMBER 31, 2004 AND 2003
(IN MILLIONS, EXCEPT SHARE DATA) ASSETS 2004 2003 ------- ------- Current Assets: Cash and cash investments................................. $ 1,256 $ 795 Receivables............................................... 1,732 1,674 Inventories............................................... 1,132 1,019 Prepaid expenses and other................................ 282 316 ------- ------- Total current assets.............................. 4,402 3,804 Property and equipment, net................................. 2,272 2,339 Goodwill.................................................... 4,408 4,491 Other intangible assets, net................................ 326 344 Assets held for sale........................................ 163 - Other assets................................................ 970 1,195 ------- ------- Total Assets...................................... $12,541 $12,173 ======= ======= LIABILITIES AND SHAREHOLDERS' EQUITY Current Liabilities: Notes payable............................................. $ 80 $ 334 Accounts payable.......................................... 837 715 Accrued liabilities....................................... 1,230 1,148 ------- ------- Total current liabilities......................... 2,147 2,197 Long-term debt.............................................. 4,187 3,848 Liabilities held for sale................................... 44 - Deferred income taxes and other............................. 740 672 ------- ------- Total Liabilities................................. 7,118 6,717 ------- ------- Commitments and contingencies Shareholders' Equity: Preferred shares authorized: 1,000,000; issued: 2004 - ; 2003 - 20,000.......................................... - - Common shares authorized: 1,400,000,000; issued: 2004 - 446,720,000; 2003 - 458,380,000................. 447 458 Paid-in capital........................................... 642 1,443 Retained earnings......................................... 3,880 3,299 Accumulated other comprehensive income (loss)............. 627 421 Less: Restricted stock awards............................. (173) (165) ------- ------- Total Shareholders' Equity........................ 5,423 5,456 ------- ------- Total Liabilities and Shareholders' Equity........ $12,541 $12,173 ======= =======
See notes to consolidated financial statements. 33 MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(IN MILLIONS, EXCEPT PER SHARE DATA) 2004 2003 2002 ------- ------- ------- Net sales................................................... $12,074 $10,571 $ 8,831 Cost of sales............................................... 8,356 7,330 6,040 ------- ------- ------- Gross profit......................................... 3,718 3,241 2,791 Selling, general and administrative expenses................ 2,011 1,776 1,393 (Income) from planned disposition of a business............. - - (16) (Income) charge for litigation settlement, net.............. (30) (72) 147 Goodwill impairment charge.................................. 168 53 - ------- ------- ------- Operating profit..................................... 1,569 1,484 1,267 ------- ------- ------- Other income (expense), net: Impairment charge for investments......................... (21) (19) (24) Other, net................................................ 187 76 (42) Interest expense.......................................... (217) (261) (235) ------- ------- ------- (51) (204) (301) ------- ------- ------- Income from continuing operations before income taxes and minority interest............................. 1,518 1,280 966 Income taxes................................................ 569 477 327 ------- ------- ------- Income from continuing operations before minority interest.......................................... 949 803 639 Minority interest........................................... 19 13 - ------- ------- ------- Income from continuing operations.................... 930 790 639 (Loss) income from discontinued operations, net of income taxes..................................................... (37) 16 43 Cumulative effect of accounting change, net................. - - (92) ------- ------- ------- Net income........................................... $ 893 $ 806 $ 590 ======= ======= ======= Earnings per common share: Basic: Income from continuing operations...................... $2.09 $1.65 $1.32 (Loss) income from discontinued operations, net of income taxes......................................... (.08) .03 .09 Cumulative effect of accounting change, net............ - - (.19) ------- ------- ------- Net income............................................. $2.01 $1.68 $1.22 ======= ======= ======= Diluted: Income from continuing operations...................... $2.04 $1.61 $1.24 (Loss) income from discontinued operations, net of income taxes......................................... (.08) .03 .08 Cumulative effect of accounting change, net............ - - (.18) ------- ------- ------- Net income............................................. $1.96 $1.64 $1.15 ======= ======= =======
See notes to consolidated financial statements. 34 MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(IN MILLIONS) 2004 2003 2002 ------- ------- ------- Cash Flows From (For): Operating Activities: Net income............................................. $ 893 $ 806 $ 590 Depreciation and amortization.......................... 237 244 220 Deferred income taxes.................................. 91 179 64 Loss (gain) on disposition of businesses, net.......... 33 (89) - Loss on early retirement of debt....................... - 7 - (Gain) loss on disposition of investments, net......... (92) (40) 53 European charges....................................... - 54 - Cumulative effect of accounting change, net............ - - 92 Litigation settlement, net............................. (30) (72) 147 Impairment charges: Investments.......................................... 21 19 24 Goodwill............................................. 168 142 - Other items, net....................................... 143 135 47 Increase in receivables................................ (114) (126) (99) (Increase) decrease in inventories..................... (138) 39 11 Increase in accounts payable and accrued liabilities, net.................................................. 242 123 76 ------- ------- ------- Net cash from operating activities................ 1,454 1,421 1,225 ------- ------- ------- Financing Activities: (Decrease) increase in principally bank debt........... (12) 46 375 Payment of principally bank debt....................... (28) (135) (1,179) Retirement of notes.................................... (266) (452) - Issuance of notes, net................................. 293 - 1,438 Proceeds from settlement of swaps...................... 55 - - Purchase of Company common shares for: Retirement........................................... (903) (779) (166) Long-term stock incentive award plan................. (40) (48) (31) Issuance of Company common shares...................... 58 37 598 Cash dividends paid.................................... (302) (286) (268) ------- ------- ------- Net cash (for) from financing activities.......... (1,145) (1,617) 767 ------- ------- ------- Investing Activities: Capital expenditures................................... (310) (271) (285) Purchases of marketable securities..................... (349) (377) (582) Net proceeds from disposition of: Marketable securities................................ 629 421 306 Businesses........................................... 172 284 21 Equity investment.................................... - 75 - Proceeds (purchases) of other investments, net......... 50 11 (51) Acquisition of businesses, net of cash acquired........ (16) (239) (736) Other, net............................................. (15) (32) 31 ------- ------- ------- Net cash from (for) investing activities.......... 161 (128) (1,296) ------- ------- ------- Effect of exchange rates on cash and cash investments..... 29 52 59 ------- ------- ------- Cash and Cash Investments: Increase (decrease) for the year....................... 499 (272) 755 Cash at businesses held for sale....................... (38) - - At January 1........................................... 795 1,067 312 ------- ------- ------- At December 31......................................... $ 1,256 $ 795 $ 1,067 ======= ======= =======
See notes to consolidated financial statements. 35 MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(IN MILLIONS, EXCEPT PER SHARE DATA) ACCUMULATED PREFERRED COMMON OTHER RESTRICTED SHARES SHARES PAID-IN RETAINED COMPREHENSIVE STOCK TOTAL ($1 PAR VALUE) ($1 PAR VALUE) CAPITAL EARNINGS INCOME (LOSS) AWARDS ------ -------------- -------------- ------- -------- ------------- ---------- Balance, January 1, 2002............. $3,958 $ - $459 $1,381 $ 2,469 $(189) $(162) Net income........................... 590 590 Cumulative translation adjustments... 239 239 Unrealized loss on marketable securities, net of income tax credit of $9....................... (14) (14) Minimum pension liability, net of income tax credit of $34........... (58) (58) ------ Total comprehensive income......... 757 Shares issued........................ 1,016 38 978 Shares repurchased................... (166) (8) (158) Cash dividends declared.............. (275) (275) Sock-based compensation.............. 4 6 (2) ------ ----- ---- ------ ------- ----- ----- Balance, December 31, 2002........... 5,294 - 489 2,207 2,784 (22) (164) Net income........................... 806 806 Cumulative translation adjustments... 393 393 Unrealized gain on marketable securities, net of income tax of $31................................ 53 53 Minimum pension liability, net of income tax credit of $1............ (3) (3) ------ Total comprehensive income......... 1,249 Shares issued........................ 64 5 59 Shares repurchased................... (779) (35) (744) Settlement of stock-price guarantees......................... (67) (67) Cash dividends declared.............. (291) (291) Stock-based compensation............. (14) (1) (12) (1) ------ ----- ---- ------ ------- ----- ----- Balance, December 31, 2003........... 5,456 - 458 1,443 3,299 421 (165) Net income........................... 893 893 Cumulative translation adjustments... 214 214 Unrealized loss on marketable securities, net of income tax credit of $2....................... (3) (3) Minimum pension liability, net of income tax credit of $3............ (5) (5) ------ Total comprehensive income......... 1,099 Shares issued, net................... 58 20 38 Shares retired: Repurchased........................ (903) (31) (872) Surrendered........................ (15) (15) Cash dividends declared.............. (312) (312) Stock-based compensation............. 40 48 (8) ------ ----- ---- ------ ------- ----- ----- Balance, December 31, 2004........... $5,423 $ - $447 $ 642 $ 3,880 $ 627 $(173) ====== ===== ==== ====== ======= ===== =====
See notes to consolidated financial statements. 36 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS A. ACCOUNTING POLICIES Principles of Consolidation. The consolidated financial statements include the accounts of Masco Corporation and all majority-owned subsidiaries. All significant intercompany transactions have been eliminated. In the first quarter of 2004, the Company adopted Financial Accounting Standards Board ("FASB") Interpretation No. 46 - Revised ("FIN 46R"), "Consolidation of Variable Interest Entities." In accordance with FIN 46R, the Company consolidates the assets, liabilities and results of operations of variable interest entities (as defined by FIN 46R) for which the Company is the primary beneficiary. Use of Estimates and Assumptions in the Preparation of Financial Statements. The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires the Company to make certain estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of any contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates and assumptions. Revenue Recognition. The Company recognizes revenue as title to products and risk of loss is transferred to customers or services are rendered, net of applicable provisions for discounts, returns and allowances. The Company generally recognizes customer program costs, including cooperative advertising and customer incentives, as a reduction to net sales. Amounts billed for shipping and handling are included in net sales, while costs incurred for shipping and handling are included in cost of sales. Foreign Currency. The financial statements of the Company's foreign subsidiaries are measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at exchange rates as of the balance sheet date. Revenues and expenses are translated at average exchange rates in effect during the year. The resulting cumulative translation adjustments have been recorded in other comprehensive income. Realized foreign currency transaction gains and losses are included in the consolidated statements of income. Cash and Cash Investments. The Company considers all highly liquid investments with an initial maturity of three months or less to be cash and cash investments. Receivables. The Company does significant business with a number of individual customers, including certain home centers. The Company monitors its exposure for credit losses and maintains related allowances for doubtful accounts. Allowances are estimated based upon specific customer balances where a risk of default has been identified and also include a provision for non-customer specific defaults based upon historical collection, return and write-off activity. A separate allowance is maintained for customer incentive rebates and is generally based upon sales activity. Accounts and notes receivable are presented net of certain allowances (including allowances for doubtful accounts) of $82 million and $84 million at December 31, 2004 and 2003, respectively. Property and Equipment. Property and equipment, including significant betterments to existing facilities, are recorded at cost. Upon retirement or disposal, the cost and accumulated depreciation are removed from the accounts and any gain or loss is included in the consolidated statements of income. Maintenance and repair costs are charged against earnings as incurred. Customer Promotion Costs. The Company records estimated reductions to revenue for customer programs and incentive offerings, including special pricing arrangements, promotions and other volume-based incentives. In-store displays that are owned by the Company and used to market the Company's products are included in other assets in the consolidated balance sheets and are amortized 37 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) A. ACCOUNTING POLICIES - (CONTINUED) over the expected useful life of three years; related amortization expense is classified in selling expense in the consolidated statements of income. Depreciation. Depreciation expense is computed principally using the straight-line method over the estimated useful lives of the assets. Annual depreciation rates are as follows: buildings and land improvements, 2 to 10 percent, and machinery and equipment, 5 to 33 percent. Depreciation expense was $209 million, $192 million and $164 million in 2004, 2003 and 2002, respectively. Goodwill and Other Intangible Assets. On January 1, 2002, Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets," became effective. In accordance with SFAS No. 142, the Company is no longer recording amortization expense related to goodwill and other indefinite-lived intangible assets. The Company performs impairment testing of goodwill and other indefinite-lived intangible assets in the fourth quarter of each year or as events occur or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount. The Company compares the fair value of the reporting units to the carrying value of the reporting units. Fair value is determined using a discounted cash flow method. Intangible assets with finite useful lives are amortized using the straight-line method over their estimated useful lives. Fair Value of Financial Instruments and Derivative Instruments. The carrying value of financial instruments reported in the consolidated balance sheets for current assets, current liabilities and long-term variable-rate debt approximates fair value. The fair value of financial instruments that are carried as non-current investments (other than those accounted for using the equity method of accounting) is based principally on information from investment fund managers and other assumptions, on quoted market prices for those or similar investments, by estimating the fair value of consideration to be received or by discounting future cash flows using a discount rate that reflects the risk of the underlying investments. The fair value of the Company's long-term fixed-rate debt instruments is based principally on quoted market prices for the same or similar issues or the current rates available to the Company for debt with similar terms and remaining maturities. The aggregate market value of non-current investments and long-term debt at December 31, 2004 was approximately $794 million and $4,027 million, as compared with the aggregate carrying value of $785 million and $4,188 million, respectively, and at December 31, 2003 such aggregate market value was approximately $956 million and $4,129 million, as compared with the aggregate carrying value of $980 million and $3,849 million, respectively. The Company has limited involvement with derivative financial instruments and does not use derivatives for trading purposes. The Company may use derivative financial instruments to manage exposure to fluctuations in earnings and cash flows resulting from changes in foreign currency exchange rates and interest rates. Derivative financial instruments are recorded in the consolidated balance sheets as either an asset or liability measured at fair value. For each derivative instrument that is designated and qualifies as a fair value hedge, the gain or loss on the derivative instrument as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in determining current earnings during the period of the change in fair values. For derivative instruments not designated as hedging instruments, the gain or loss is recognized in determining current earnings during the period of change. Stock Options and Awards. The Company elected to change its method of accounting for stock-based compensation and implemented the fair value method prescribed by SFAS No. 123, "Accounting for Stock-Based Compensation," effective January 1, 2003. The Company is using the prospective method, as defined by SFAS No. 148, "Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment to SFAS No. 123," for determining stock-based compensation expense. 38 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) A. ACCOUNTING POLICIES - (CONTINUED) Accordingly, options granted, modified or settled subsequent to January 1, 2003 are accounted for using the fair value method, and options granted prior to January 1, 2003 continue to be accounted for using the intrinsic value method. In 2004 and 2003, 5,627,000 and 5,121,800 option shares, respectively, including restoration option shares, net of cancellations, were awarded and the related expense of $21 million and $3 million was included in the Company's consolidated statements of income for the years ended December 31, 2004 and 2003, respectively. The following table illustrates the pro forma effect on net income and earnings per common share as if the fair value method were applied to all previously issued stock options, in millions, except per common share amounts:
2004 2003 2002 ----- ----- ----- Net income, as reported................................. $ 893 $ 806 $ 590 Add: Stock-based employee compensation expense included in reported net income, net of tax.................... 48 41 21 Deduct: Stock-based employee compensation expense, net of tax................................................ (48) (41) (21) Stock-based employee compensation expense determined under the fair value based method for stock options granted prior to 2003, net of tax.................. (12) (12) (17) ----- ----- ----- Pro forma net income.................................... $ 881 $ 794 $ 573 ===== ===== ===== Earnings per common share: Basic as reported..................................... $2.01 $1.68 $1.22 Basic pro forma....................................... $1.98 $1.66 $1.18 Diluted as reported................................... $1.96 $1.64 $1.15 Diluted pro forma..................................... $1.93 $1.62 $1.12
For SFAS No. 123 calculation purposes, the weighted average grant date fair values of option shares, including restoration options, granted in 2004, 2003 and 2002, were $10.36, $8.89 and $6.66, respectively. The fair values of these options were estimated at the grant dates using a Black-Scholes option pricing model with the following assumptions for 2004, 2003 and 2002, respectively: risk-free interest rate - 4.4%, 3.3% and 3.8%; dividend yield - 2.1%, 2.3% and 2.7%; volatility factor - 37%, 37% and 37%; and expected option life - 6 years, 7 years and 6 years. Reclassifications. Certain prior-year amounts have been reclassified to conform to the 2004 presentation in the consolidated financial statements. The results of operations related to 2004 and 2003 dispositions of businesses and 2004 businesses held for sale have been reclassified and separately stated in the accompanying consolidated statements of income for 2004, 2003 and 2002. The assets and liabilities of these 2004 discontinued operations have not been reclassified in the accompanying consolidated balance sheet as of December 31, 2003 and related notes. In the Company's consolidated statements of cash flows, the cash flows from discontinued operations are not separately classified. Recently Issued Accounting Pronouncements. In December 2004, the Emerging Issues Task Force ("EITF") Issue Summary No. 04-08, "Accounting Issues Related to Certain Features of Contingently Convertible Debt and the Effect on Diluted Earnings Per Share," became effective. EITF No. 04-08 would have required the Company to include 24 million shares in the calculation of diluted earnings per common share related to the Company's Zero Coupon Convertible Senior Notes due 2031 ("Notes"), with the add-back of the related interest expense to net income. In December 2004, the Company exchanged the Zero Coupon Convertible Senior Notes ("Old Notes") for Zero Coupon 39 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) A. ACCOUNTING POLICIES - (CONCLUDED) Convertible Senior Notes ("New Notes"). The New Notes have substantially the same terms as the Old Notes, except that upon conversion of the New Notes, the Company will pay the conversion price, up to the accreted value of the New Notes, in cash, and any value greater than the accreted value will be settled in cash or shares of Company common stock, at the option of the Company. At December 31, 2004, the Company included approximately one million shares in the calculation of diluted earnings per common share as the price of the Company common stock at December 31, 2004 exceeded the accreted value of the New Notes on an equivalent per share basis. In the first quarter of 2004, the Company adopted FASB Interpretation No. 46 - Revised ("FIN 46R"), "Consolidation of Variable Interest Entities." FIN 46R requires that a company that is the primary beneficiary of a variable interest entity consolidate the assets, liabilities and results of operations of the variable interest entity in the company's financial statements. The adoption of FIN 46R did not have a material impact on the Company's consolidated financial statements. In December 2004, the FASB issued a revision to SFAS No. 123, ("SFAS No. 123R") "Accounting for Stock-Based Compensation," which supersedes Accounting Principles Bulletin ("APB") No. 25, "Accounting for Stock Issued to Employees." SFAS No. 123R requires companies to measure and recognize the cost (fair value) of employee services received in exchange for stock options. SFAS No. 123R also clarifies and expands guidance in several areas including measuring fair value and classification of employee stock-based compensation, including stock options, restricted stock awards and stock appreciation rights. The Company will adopt SFAS No. 123R effective January 1, 2005 using the Modified Prospective Application ("MPA"). The MPA method does not require restatement of prior-year information and will require the Company to expense unvested stock options that were awarded prior to January 1, 2003 through their remaining vesting periods. The Company expects this additional expense to approximate $10 million in 2005. The Company has been using the fair value method for options granted, modified or settled subsequent to January 1, 2003. The Company is currently evaluating the impact that the other provisions of SFAS No. 123R will have on its consolidated financial statements. B. DISCONTINUED OPERATIONS On January 1, 2002, SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," became effective. This statement addresses the accounting and reporting for the impairment or disposal of long-lived assets. SFAS No. 144 broadens the presentation of discontinued operations to include a component of the Company, which comprises operations and cash flows, that can be clearly distinguished from the rest of the Company. In the first quarter of 2004, the Company determined that several European businesses were not core to the Company's long-term growth strategy and, accordingly, embarked on a plan of disposition. The Company originally estimated expected proceeds from the sale of these businesses to approximate $300 million. During 2004, the Company reduced its estimate of expected proceeds (recognizing pre-tax charges of $139 million ($151 million, after tax) for those businesses that are expected to be divested at a loss) for these operations as a result of lower-than-expected operating results as well as weaker-than-expected demand for the businesses that the Company is divesting. Any gains resulting from the dispositions are recognized as such transactions are completed. The Company expects aggregate net proceeds to approximate $250 million upon completion of the dispositions, of which $178 million (including $6 million of notes receivable) was received in 2004. The remaining dispositions are expected to be completed by March 31, 2005. 40 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) B. DISCONTINUED OPERATIONS - (CONTINUED) During 2004, in separate transactions, the Company completed the sale of its Jung Pumpen, The Alvic Group, Alma Kuchen, E. Missel and SKS Group businesses in Europe. Jung Pumpen manufactures a wide variety of submersible and drainage pumps, The Alvic Group and Alma Kuchen manufacture kitchen cabinets, E. Missel manufactures acoustic insulation for baths and showers and SKS Group manufactures window shutters and ventilation systems; all of these businesses were included in discontinued operations. Total gross proceeds from the sale of these companies were $199 million, including cash of $193 million and notes receivable of $6 million. The Company recognized a pre-tax net gain (principally related to the sale of Jung Pumpen) on the disposition of these businesses of $106 million. Selected financial information for the 2004 and 2003 discontinued operations, during the period owned by the Company, is as follows for the years ended December 31, 2004, 2003 and 2002, in millions:
2004 2003 2002 ----- ---- ---- Net sales................................................... $ 357 $563 $589 ===== ==== ==== Income (loss) from discontinued operations.................. 29 (43) 64 Gain on disposal of discontinued operations, net............ 106 89 - Impairment charge for assets held for sale.................. (139) - - ----- ---- ---- (Loss) income before income tax............................. (4) 46 64 Income tax.................................................. (33) (30) (21) ----- ---- ---- (Loss) income from discontinued operations, net of income tax.................................................... $ (37) $ 16 $ 43 ===== ==== ====
Included in income tax above is income tax (credit) related to income (loss) from discontinued operations of $9 million, $(7) million and $21 million in 2004, 2003, and 2002, respectively. (Loss) income before income tax above includes a non-cash, pre-tax goodwill impairment charge of $89 million for the year ended December 31, 2003. The unusual relationship between income tax and (loss) income before income tax (including the impairment charge for assets held for sale and the net gain on disposals) in 2004 results primarily from the expected loss providing no current tax benefit in the countries where the loss is anticipated to be incurred and from the expensing of deferred tax assets of the discontinued operations which are no longer expected to be realized. For 2004, the Company also recorded approximately $5 million of severance and termination benefit expenses related to the discontinued operations, included in (loss) income before income tax in the above table. In addition, the Company expects such costs totaling $1 million to be recognized in the first quarter of 2005. The impairment charge for assets held for sale primarily includes the write-down of goodwill of $61 million and fixed assets of $54 million for the year ended December 31, 2004. In 2003, the Company completed the sale of its Baldwin Hardware, Weiser Lock and Marvel Group businesses. In accordance with SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," the Company has accounted for the businesses held for sale at December 31, 2004 as well as businesses which were sold in 2004 and 2003 as discontinued operations. 41 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) B. DISCONTINUED OPERATIONS - (CONCLUDED) Total assets and liabilities of 2004 discontinued operations held for sale at December 31, 2004 consisted primarily of the following, in millions: Cash........................................................ $ 38 Accounts receivable......................................... 40 Inventories................................................. 16 Property and equipment, net................................. 64 Goodwill.................................................... 4 Other assets................................................ 1 ---- Total assets.............................................. $163 ==== Accounts payable............................................ $ 17 Accrued salaries, wages and related benefits................ 21 Other accrued expenses...................................... 6 ---- Total liabilities......................................... $ 44 ====
The discontinued operations were previously included in each of the Company's segments, except the Installation and Other Services segment. C. ACQUISITIONS During 2004, the Company acquired several relatively small installation services companies (Installation and Other Services segment). The results of these acquisitions are included in the consolidated financial statements from the respective dates of acquisition. The aggregate net purchase price of these acquisitions was $10 million, and included cash of $8 million and assumed debt of $2 million. Certain recent purchase agreements provide for the payment of additional consideration in either cash or Company common stock, contingent upon whether certain conditions are met, including the operating performance of the acquired business and the price of the Company's common stock. Common shares that are contingently issuable at December 31, 2004 have been included in the computation of diluted earnings per common share for 2004. The Company paid an additional $31 million, including $8 million in cash, of acquisition-related consideration, contingent consideration and other purchase price adjustments in 2004, relating to previously acquired companies. The Company paid an additional $182 million of acquisition-related consideration, including amounts to satisfy share price guarantees, contingent consideration and other purchase price adjustments, in 2003, relating to previously acquired companies. During 2003, the Company acquired several relatively small businesses. The results of these acquisitions are included in the consolidated financial statements from the respective dates of acquisition. The aggregate net purchase price of these 2003 acquisitions was $63 million, and included cash of $57 million and assumed debt of $6 million. During 2002, the Company acquired several businesses. The aggregate net purchase price of these 2002 acquisitions was $1.2 billion, including cash of $699 million, assumed debt of $81 million and Company common stock valued at $399 million. The excess of the aggregate acquisition costs for these purchase acquisitions over the fair value of identifiable net assets acquired, totaling approximately $1 billion, represented acquired goodwill. The results of these 2002 acquisitions are included in the consolidated financial statements from the respective dates of acquisition. Had these companies been acquired effective January 1, 2002, pro forma unaudited consolidated net sales, income before 42 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) C. ACQUISITIONS - (CONCLUDED) cumulative effect of accounting change, net income and diluted earnings per common share would have been as follows, in millions, except per common share amount:
TWELVE MONTHS ENDED DECEMBER 31, 2002 ------------------- Net sales................................................ $9,670 Income before cumulative effect of accounting change, net.................................................... $ 728 Net income............................................... $ 636 Diluted earnings per common share........................ $ 1.21
D. EUROPEAN CHARGES During 2003, the Company recorded a non-cash, pre-tax charge which reduced operating profit by approximately $35 million with respect to a United Kingdom business unit in the Decorative Architectural Products segment. The charge relates primarily to a business system implementation failure which allowed former management of the business unit to circumvent internal controls and artificially inflate the unit's operating profit in years prior to 2003. The Company also determined that goodwill related to this business unit was impaired and recorded an additional $5 million charge in 2003. Finally, the Company determined that the strategic plan for this business unit, relative to certain product offerings and customer focus, should be changed. This revision in operating strategy resulted in 2003 pre-tax charges aggregating approximately $15 million related principally to inventories and receivables. During 2003, the Company also detected that an employee at a United Kingdom business unit in the Plumbing Products segment had circumvented internal controls and overstated operating results by approximately $4 million in 2002. The Company completed its review of the business unit in the fourth quarter of 2003 and determined that no further adjustment was necessary. The Company implemented changes to its operational and financial structure in Europe which included: reorganizing its European business operations into product groups; the addition of group operating and financial personnel; training and evaluation related to internal controls and the expansion of internal audit involvement. E. INVENTORIES
(IN MILLIONS) AT DECEMBER 31 ---------------- 2004 2003 ------ ------ Finished goods.............................................. $ 577 $ 472 Raw material................................................ 406 405 Work in process............................................. 149 142 ------ ------ Total.................................................. $1,132 $1,019 ====== ======
Inventories are stated at the lower of cost or net realizable value, with cost determined principally by use of the first-in, first-out method. Cost in inventories includes purchased parts, materials, direct labor and applied manufacturing overhead. 43 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) F. INVESTMENTS FINANCIAL INVESTMENTS The Company maintains investments in marketable securities and a number of private equity funds principally as part of its tax planning strategies, as any gains enhance the utilization of tax capital loss carryforwards. Included in other long-term assets are the following financial investments, in millions:
AT DECEMBER 31 --------------- 2004 2003 ---- ---- Marketable equity securities: Furniture Brands International............................ $100 $117 Other..................................................... 163 275 Bond funds.................................................. - 125 Private equity funds........................................ 308 332 Metaldyne Corporation....................................... 84 76 TriMas Corporation.......................................... 46 25 Other investments........................................... 9 9 ---- ---- Total.................................................. $710 $959 ==== ====
The Company's investments in marketable equity securities and bond funds at December 31, 2004 and 2003 were as follows, in millions:
PRE-TAX ------------------------ UNREALIZED UNREALIZED RECORDED COST BASIS GAINS LOSSES BASIS ---------- ---------- ---------- -------- DECEMBER 31, 2004 Marketable equity securities......... $227 $36 $ - $263 Bond funds........................... $ - $ - $ - $ - DECEMBER 31, 2003 Marketable equity securities......... $361 $35 $ (4) $392 Bond funds........................... $115 $10 $ - $125
Investments in marketable equity securities and bond funds are accounted for as available-for-sale. Accordingly, the Company records these investments at fair value, and unrealized gains and losses (that are deemed to be temporary) are recognized, net of tax effects, through shareholders' equity, as a component of other comprehensive income (loss). Realized gains and losses and charges for other-than-temporary impairments are included in determining net income, with related purchase costs based on specific identification. The Company's investments in private equity funds and other investments are carried at cost and are evaluated for impairment at each reporting period or when circumstances, including the maturity of the fund, indicate an impairment may exist. At December 31, 2004, the carrying value of the Company's investments in private equity funds exceeded the estimated market value, as determined by the fund managers, by approximately $14 million, which the Company considers to be a temporary difference. In November 2000, the Company reduced its common equity ownership in Metaldyne Corporation (formerly MascoTech, Inc.) through a recapitalization merger with an affiliate of Heartland Industrial Partners, L.P. The Company currently owns six percent of the common equity of Metaldyne. The Company also holds preferred stock of Metaldyne, which accrues dividends at the rate of 15 percent 44 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) F. INVESTMENTS - (CONCLUDED) per year. In June 2002, Metaldyne sold approximately 66 percent of the fully diluted common equity of its TriMas Corporation subsidiary to Heartland Industrial Partners, L.P. The Company exercised its right to its proportionate share and acquired approximately six percent of TriMas Corporation common stock for $25 million. In November 2004, the Company acquired an additional investment in TriMas common stock from Metaldyne for an aggregate cost of $21 million. The Company has an approximate 10 percent ownership in TriMas Corporation common stock at December 31, 2004. Income (loss) from financial investments, net, is included in other, net, within other income (expense), net, and is summarized as follows, in millions:
2004 2003 2002 ---- ---- ---- Realized gains from marketable securities.................. $ 70 $ 38 $ 13 Realized losses from marketable securities................. (20) (15) (52) Dividend income from marketable securities................. 14 16 9 Income from other investments, net......................... 42 17 - Dividend income from other investments..................... 13 9 8 Termination of interest ratelock........................... - - (14) ---- ---- ---- Income (loss) from financial investments, net......... $119 $ 65 $(36) ==== ==== ==== Impairment charge: Marketable equity securities............................. $(21) $ (3) $ (6) Private equity funds..................................... - (16) (18) ---- ---- ---- Total................................................. $(21) $(19) $(24) ==== ==== ====
In the fourth quarter of 2004, the Company recognized an impairment charge of $21 million related to the Company's investment in Furniture Brands International (NYSE: FBN). The FBN common stock, included in marketable equity securities, was received in June 2002 from the Company's investment in Furnishings International Inc. debt. Based on its review, the Company considers the decline in market value related to this investment to be other-than-temporary and recorded an impairment charge to reduce the cost basis from $30.25 per share to $25.05 per share; the aggregate carrying value after the adjustment is $100 million. During 2003, the Company recognized impairment charges aggregating $19 million related to investments in an equity security and private equity funds. In 2002, the Company recognized impairment charges of $24 million principally related to certain of its investments in private equity funds and other financial investments. EQUITY INVESTMENTS In April 2003, the Company completed the sale of its 42 percent equity investment in Emco Limited, a Canadian distributor of plumbing and related products with approximate 2002 sales of $860 million, for cash proceeds of $75 million. The sale resulted in a pre-tax gain of $5 million. In December 2002, the Company acquired an additional 37 percent ownership of Hansgrohe AG, a German manufacturer of plumbing-related products, resulting in a majority ownership of approximately 64 percent. Accordingly, the assets and liabilities of Hansgrohe AG have been included in the Company's consolidated financial statements at December 31, 2004 and 2003. For the year ended December 31, 2002, the Company recorded equity earnings from Hansgrohe AG; the Company began consolidating the majority interest in the operating results of Hansgrohe AG in January 2003. 45 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) G. DERIVATIVES During 2003, the Company entered into interest rate swap agreements for the purpose of effectively converting a portion of fixed-rate debt to variable-rate debt. In 2004, the Company terminated two interest rate swaps relating to $850 million of fixed-rate debt. These swap agreements were accounted for as fair value hedges. The gain of approximately $45 million from the termination of these swaps is being amortized as a reduction of interest expense over the remaining term of the debt, through July 2012. In early 2004, the Company entered into new interest rate swap agreements for the purpose of effectively converting a portion of fixed-rate debt to variable-rate debt, which is expected to reduce interest expense, given current interest rates. The derivative contracts are with two major creditworthy institutions, thereby minimizing the risk of credit loss. The interest rate swap agreements are designated as a fair-value hedge, and the interest rate differential on interest rate swaps used to hedge existing debt is recognized as an adjustment to interest expense over the term of the agreement. The average variable interest rates are based on LIBOR plus a fixed adjustment factor. The average effective rate on the interest rate swaps is 3.302%. At December 31, 2004, the interest rate swap agreements covered a notional amount of $850 million of the Company's fixed-rate debt due July 15, 2012 with an interest rate of 5.875%. The hedge is considered 100 percent effective; therefore, the market valuation of $24 million and $7 million at December 31, 2004 and 2003, respectively, is recorded in other assets with a corresponding increase to long-term debt in the Company's consolidated balance sheets at December 31, 2004 and 2003. The amount recognized as a reduction of interest expense was $22 million and $3 million for the years ended December 31, 2004 and 2003, respectively. At December 31, 2004, certain of the Company's European operations also entered into foreign currency forward contracts with notional amounts of $24 million, $29 million and $1 million to manage exposure to currency fluctuations in the United States dollar, Great Britain pound and various other currencies, respectively. At December 31, 2003, certain of the Company's European operations had entered into foreign currency forward contracts with notional amounts of $10 million and $7 million to manage exposure to currency fluctuations in the United States dollar and Great Britain pound, respectively. Based on year-end market prices, no asset or liability was recorded, as the forward price is substantially the same as the contract price. The counterparties to the Company's forward contracts are major financial institutions. In the unlikely event that the counterparties fail to meet the terms of a foreign currency contract, the Company's exposure is limited to the foreign currency rate differential. H. PROPERTY AND EQUIPMENT
(IN MILLIONS) AT DECEMBER 31 --------------- 2004 2003 ------ ------ Land and improvements....................................... $ 191 $ 197 Buildings................................................... 980 979 Machinery and equipment..................................... 2,364 2,421 ------ ------ 3,535 3,597 Less: accumulated depreciation.............................. 1,263 1,258 ------ ------ Total.................................................. $2,272 $2,339 ====== ======
The Company leases certain equipment and plant facilities under noncancellable operating leases. Rental expense from these leases, recorded in the consolidated statements of income, totaled 46 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) H. PROPERTY AND EQUIPMENT - (CONCLUDED) approximately $144 million, $123 million and $132 million during 2004, 2003 and 2002, respectively. Future minimum lease payments at December 31, 2004 were approximately as follows: 2005 - $115 million; 2006 - $85 million; 2007 - $61 million; 2008 - $41 million; and 2009 and beyond - $113 million. The Company leases operating facilities from certain related parties, primarily former owners (and in certain cases, current management personnel) of companies acquired. The Company recorded approximately $14 million of rental expense paid in 2004 to such related parties. I. GOODWILL AND OTHER INTANGIBLE ASSETS The changes in the carrying amount of goodwill for the years ended December 31, 2004 and 2003, by segment, are as follows, in millions:
BALANCE PRE-TAX BALANCE DEC. 31, DISCONTINUED IMPAIRMENT DEC. 31, 2002 ADDITIONS (A) OPERATIONS CHARGE OTHER (C) 2003 -------- ------------- -------------- ---------- --------- -------- Cabinets and Related Products...... $ 586 $ 99 $ (51) $ - $ 74 $ 708 Plumbing Products.................. 460 17 (19) (17) 57 498 Installation and Other Services.... 1,693 14 - - (6) 1,701 Decorative Architectural Products......................... 426 - (35) (5) 12 398 Other Specialty Products........... 1,132 38 - (31) 47 1,186 ------ ---- ----- ----- ---- ------ Total............................ $4,297 $168 $(105) $ (53) $184 $4,491 ====== ==== ===== ===== ==== ======
BALANCE PRE-TAX BALANCE DEC. 31, DISCONTINUED IMPAIRMENT DEC. 31, 2003 ADDITIONS (A) OPERATIONS (B) CHARGE OTHER (C) 2004 -------- ------------- -------------- ---------- --------- -------- Cabinets and Related Products...... $ 708 $ 7 $ (64) $ (56) $ 49 $644 Plumbing Products.................. 498 8 - (25) 33 514 Installation and Other Services.... 1,701 10 - - (1) 1,710 Decorative Architectural Products......................... 398 - - (62) 8 344 Other Specialty Products........... 1,186 8 (4) (25) 31 1,196 ------ ---- ----- ----- ---- ------ Total............................ $4,491 $ 33 $ (68) $(168) $120 $4,408 ====== ==== ===== ===== ==== ======
(A) Additions include acquisitions and contingent consideration for prior acquisitions of $8 million and $25 million, respectively, for 2004 and $45 million and $123 million, respectively, for 2003. (B) During 2004, the Company reclassified the goodwill related to European businesses held as discontinued operations. The Company also recognized charges for those businesses expected to be divested at a loss; the charge included a write-down of goodwill of $64 million (including $3 million recognized at the time of a sale). (C) Other principally includes foreign currency translation adjustments, reclassifications and purchase price adjustments related to the finalization of certain purchase price allocations. The Company completed its annual impairment testing of goodwill and other indefinite-lived intangible assets in the fourth quarters of 2004 and 2003. This test indicated that other indefinite-lived intangible assets were not impaired; however, goodwill recorded for certain of the Company's European businesses was impaired principally due to the continuing weakness in certain European markets. The Company recognized a non-cash, pre-tax impairment charge of $168 million ($141 million, after tax) and $137 million ($113 million, after tax) for the years ended December 31, 2004 and 2003, respectively. In 2003, the Company also recorded a non-cash goodwill impairment charge of $5 million 47 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) I. GOODWILL AND OTHER INTANGIBLE ASSETS - (CONCLUDED) related to a European business, as discussed in Note D. The pre-tax goodwill impairment charge related to the discontinued European operations was $89 million for the year ended December 31, 2003 and has been reclassified to discontinued operations. Other indefinite-lived intangible assets of $255 million at both December 31, 2004 and 2003 primarily include registered trademarks. The carrying value of the Company's definite-lived intangible assets was $71 million at December 31, 2004 (net of accumulated amortization of $65 million) and $89 million at December 31, 2003 (net of accumulated amortization of $53 million) and principally includes customer relationships and non-compete agreements, with a weighted average amortization period of ten years in 2004 and nine years in 2003. Amortization expense related to the definite-lived intangible assets was $20 million in 2004 and $25 million in both 2003 and 2002. At December 31, 2004, amortization expense related to the definite-lived intangible assets during each of the next five years was approximately as follows: 2005 - $16 million; 2006 - $12 million; 2007 - $9 million; 2008 - $8 million; and 2009 - $6 million. J. OTHER ASSETS
(IN MILLIONS) AT DECEMBER 31 --------------- 2004 2003 ----- ------- Financial investments (Note F).............................. $710 $ 959 In-store displays........................................... 95 99 Prepaid benefit cost........................................ 44 24 Debenture expense........................................... 24 23 Notes receivable............................................ 16 13 Other, net.................................................. 81 77 ---- ------ Total..................................................... $970 $1,195 ==== ======
K. ACCRUED LIABILITIES
(IN MILLIONS) AT DECEMBER 31 --------------- 2004 2003 ------ ------ Employee retirement plans................................... $ 223 $ 187 Salaries, wages and commissions............................. 209 191 Insurance................................................... 183 157 Advertising and sales promotion............................. 136 128 Warranty.................................................... 100 90 Dividends payable........................................... 81 76 Interest.................................................... 73 75 Property, payroll and other taxes........................... 64 48 Income taxes................................................ 59 15 Litigation.................................................. 22 69 Other....................................................... 80 112 ------ ------ Total..................................................... $1,230 $1,148 ====== ======
48 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) L. LONG-TERM DEBT
(IN MILLIONS) AT DECEMBER 31 --------------- 2004 2003 ------ ------ Notes and debentures: 6.0 %, due May 3, 2004................................... $ - $ 266 6.75 %, due Mar. 15, 2006................................. 800 800 4.625%, due Aug. 15, 2007................................. 300 300 5.75 %, due Oct. 15, 2008................................. 100 100 5.875%, due July 15, 2012................................. 850 850 7.125%, due Aug. 15, 2013................................. 200 200 6.625%, due Apr. 15, 2018................................. 114 114 7.75 %, due Aug. 1, 2029.................................. 296 296 6.5 %, due Aug. 15, 2032................................. 300 300 Zero Coupon Convertible Senior Notes due 2031............... 823 798 Floating-Rate Notes, due 2007............................... 300 - Notes payable to banks...................................... - - Other....................................................... 184 158 ------ ------ 4,267 4,182 Less: current portion....................................... 80 334 ------ ------ Total..................................................... $4,187 $3,848 ====== ======
All of the notes and debentures above are senior indebtedness and, other than bank notes and Zero Coupon Convertible Senior Notes, are nonredeemable. On March 9, 2004, the Company issued $300 million of floating-rate notes due 2007, resulting in net proceeds of $299 million. The interest rate is calculated based on the three-month LIBOR plus .25%; such rate averaged 1.8% for the year ended December 31, 2004. During 2004, the Company retired the remaining $266 million of 6% notes due May 2004. In July 2001, the Company issued $1.9 billion principal amount at maturity of Zero Coupon Convertible Senior Notes due 2031 ("Old Notes"), resulting in gross proceeds of $750 million. The issue price per Note was $394.45 per $1,000 principal amount at maturity, which represented a yield to maturity of 3.125% compounded semi-annually. In July 2002, holders of $26.4 million principal at maturity of Old Notes exercised their right to require the Company to repurchase, for $10.7 million cash, the accreted value of such Notes. On April 30, 2004, holders of $31,000 principal at maturity of Old Notes exercised their right to require the Company to repurchase such Notes for cash of $13,300, the accreted value of such Notes. In December 2004, the Company completed an exchange of the outstanding Old Notes for Zero Coupon Convertible Senior Notes Series B due July 2031 ("New Notes" or "Notes"). The Company exchanged the Notes as a result of EITF No. 04-08 that would have required the total number of shares underlying the Old Notes to be included in the calculation of diluted earnings per common share, whether or not the Old Notes were convertible according to their terms. The issue price of the New Notes was the equivalent of the accreted value of the Old Notes on the date of the exchange, 49 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) L. LONG-TERM DEBT - (CONTINUED) or $438.54 per $1,000 principal amount at maturity, which continues to represent a yield to maturity of 3.125% compounded semi-annually. In addition, in consideration for exchanging the Old Notes, holders of the New Notes received an exchange fee of $1.25 per $1,000 principal amount at maturity of the New Notes, which approximated $2 million and was expensed through January 20, 2005. Following completion of the exchange offer, at December 31, 2004, over 99 percent of the Old Notes were exchanged for New Notes. The New Notes have substantially the same terms as the Old Notes, except for the form of consideration payable upon conversion. Upon conversion of the Old Notes, the Company would have delivered shares of its common stock at the applicable conversion rate. Upon conversion of the New Notes, the Company will pay the principal return, equal to the lesser of (1) the accreted value of the Notes in cash, and (2) the conversion value, as defined, which will be settled in cash or shares of Company common stock, or a combination of both, at the option of the Company. Similar to the Old Notes, the New Notes are convertible if the average price of Company common stock for the 20 days immediately prior to the conversion date exceeds 119%, declining by 1/3% each year thereafter, of the accreted value of the New Notes ($439.38 per $1,000 principal amount at maturity as of December 31, 2004) divided by the conversion rate of 12.7243 shares for each $1,000 principal amount at maturity of the New Notes or $41.09 per common share at December 31, 2004. The New Notes, like the Old Notes, also become convertible if the Company's credit rating is reduced to below investment grade, or if certain actions are taken by the Company. Similar to the Old Notes, the Company will not pay interest on the Notes prior to maturity except in certain circumstances, including possible contingent interest payments that are not expected to be material. Similar to the Old Notes, holders of the New Notes have the option (put option) to require that the New Notes be repurchased by the Company on January 20 of both 2005 and 2007; July 20, 2011; and every five years thereafter. On January 20, 2005, holders of $1.6 million of New Notes required the Company to repurchase such Notes for cash of $712,300, the accreted value of such Notes. Until January 25, 2007, the Company may redeem all, but not part, of the Notes at their accreted value, only if the closing price for the Company's common stock on the New York Stock Exchange exceeds the conversion price of the Notes by 130% for a specified period of time. The Company may, at any time on or after January 25, 2007, redeem all or part of the Notes at their accreted value. At December 31, 2004, the Company has a $2.0 billion 5-year Revolving Credit Agreement with a group of banks syndicated in the United States due and payable in November 2009. This agreement allows for borrowings denominated in U.S. dollars or European euros with interest payable based on various floating-rate options as selected by the Company. There were no borrowings under revolving credit agreements at December 31, 2004 and 2003. Certain debt agreements contain limitations on additional borrowings; at December 31, 2004, the Company had additional borrowing capacity, subject to availability, of up to $3.9 billion. Certain debt agreements also contain a requirement for maintaining a certain level of net worth; at December 31, 2004, the Company's net worth exceeded such requirement by approximately $1.7 billion. At December 31, 2004, the maturities of long-term debt during each of the next five years were approximately as follows: 2005 - $80 million; 2006 - $811 million; 2007 - $1,431 million (includes $823 million related to the Zero Coupon Notes, for the next put option); 2008 - $107 million; and 2009 - $10 million. 50 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) L. LONG-TERM DEBT - (CONCLUDED) In December 2002, the Company replenished the amount of debt and equity securities issuable under its unallocated shelf registration statement with the Securities and Exchange Commission pursuant to which the Company was able to issue up to a combined $2 billion of debt and equity securities. Interest paid was $219 million, $282 million and $204 million in 2004, 2003 and 2002, respectively. M. SHAREHOLDERS' EQUITY In December 2003, the Company's Board of Directors authorized the repurchase of up to 50 million shares of the Company's common stock in open-market transactions or otherwise, replacing a previous Board of Directors authorization established in 2002. At December 31, 2004, the Company had remaining authorization to repurchase up to 17 million shares of its common stock in open-market transactions or otherwise. Approximately 31 million, 35 million and 8 million common shares were repurchased and retired in 2004, 2003 and 2002, respectively, at a cost aggregating $903 million, $779 million and $166 million in 2004, 2003 and 2002, respectively. On the basis of amounts paid (declared), cash dividends per common share were $.66 ($.68) in 2004, $.58 ($.60) in 2003 and $.54 1/2 ($.55) in 2002, respectively. In 2004, the Company increased its quarterly cash dividend by 12.5 percent to $.18 per common share from $.16 per common share. In May 2002, the Company sold 22 million shares of Company common stock in a public offering, resulting in proceeds to the Company of $598 million (net of issuance costs of $14 million). In 1995, the Company's Board of Directors announced the approval of a Shareholder Rights Plan. The Rights were designed to enhance the Board's ability to protect the Company's shareholders against, among other things, unsolicited attempts to acquire control of the Company that do not offer an adequate price to all shareholders or are otherwise not in the best interests of the shareholders. The Rights were issued to shareholders of record in December 1995 and will expire in December 2005. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS) The Company's total comprehensive income (loss) was as follows, in millions:
TWELVE MONTHS ENDED DECEMBER 31 ------------------------ 2004 2003 2002 ------ ------ ---- Net income............................................. $ 893 $ 806 $590 Other comprehensive income (loss): Cumulative translation adjustments, net of income tax effect............................................ 214 393 239 Unrealized (loss) gain on marketable securities, net of income tax effect.............................. (3) 53 (14) Minimum pension liability, net of income tax credit............................................ (5) (3) (58) ------ ------ ---- Total comprehensive income (loss)................. $1,099 $1,249 $757 ====== ====== ====
The unrealized (loss) gain, net, on marketable securities is net of income tax (credit) of $(2) million and $31 million for 2004 and 2003, respectively. The minimum pension liability is net of income tax (credit) of $(3) million and $(1) million for 2004 and 2003, respectively. 51 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) M. SHAREHOLDERS' EQUITY - (CONCLUDED) The components of accumulated other comprehensive income (loss) were as follows, in millions:
AT DECEMBER 31 ------------ 2004 2003 ---- ---- Cumulative translation adjustments.......................... $670 $456 Unrealized gain on marketable securities, net............... 23 26 Minimum pension liability................................... (66) (61) ---- ---- Accumulated other comprehensive income (loss)............. $627 $421 ==== ====
The unrealized gain on marketable securities, net is reported net of income tax of $13 million and $15 million at December 31, 2004 and 2003, respectively. The minimum pension liability is reported net of tax credit of $38 million and $35 million at December 31, 2004 and 2003, respectively. The realized gains, net, on marketable securities of $19 million and $13 million, net of tax effect, for 2004 and 2003, respectively, were included in determining net income and were reclassified from accumulated other comprehensive income (loss). N. STOCK OPTIONS AND AWARDS The Company's 1991 Long Term Stock Incentive Plan (the "Plan") provides for the issuance of stock-based incentives in various forms. At December 31, 2004, outstanding stock-based incentives were primarily in the form of restricted long-term stock awards, stock appreciation rights, phantom stock awards and stock options. Additionally, the Company's 1997 Non-Employee Directors Stock Plan (the "1997 Plan") provides for the payment of compensation to non-employee Directors partially in Company common stock. RESTRICTED LONG-TERM STOCK AWARDS Long-term stock awards are granted to key employees and non-employee Directors of the Company and do not cause net share dilution inasmuch as the Company reacquires an equal number of shares on the open market. The following table summarizes the long-term stock awards granted, net of cancellations, for the three years ended December 31, 2004, shares in millions:
2004 2003 2002 ---- ---- ---- Stock award shares granted.................................. 2 2 1 Weighted average grant date fair value (per share).......... $28 $19 $23
Compensation expense for the annual vesting of long-term stock awards was $39 million, $50 million (including $15 million of accelerated expense due to the unexpected passing of the Company's President and Chief Operating Officer), and $29 million in 2004, 2003 and 2002, respectively. The unvested stock awards, aggregating approximately $173 million (10 million common shares) and $165 million (10 million common shares) at December 31, 2004 and 2003, respectively, are included in shareholders' equity and are being expensed over the respective vesting periods, principally 10 years. STOCK APPRECIATION RIGHTS AND PHANTOM STOCK AWARDS In 2004, 2003 and 2002, the Company issued stock appreciation rights ("SARs") to foreign employees with cash compensation linked to the value of 315,000 shares, 287,800 shares and 332,000 shares, 52 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) N. STOCK OPTIONS AND AWARDS - (CONTINUED) respectively, of Company common stock. The Company also issued phantom stock awards linked to the value of 156,000 shares, 160,500 shares and 25,700 shares of Company common stock in 2004, 2003 and 2002, respectively. Compensation expense related to SARs and phantom stock awards for 2004, 2003 and 2002 was $17 million, $12 million and $3 million, respectively. STOCK OPTIONS Fixed stock options are granted to key employees and non-employee Directors of the Company. The grant date exercise price equals the market price of Company common stock on the date of grant. These options generally become exercisable in installments beginning on the first or second anniversary from the date of grant and expire no later than 10 years after the grant date. Restoration stock options become exercisable six months from the date of grant. The following table summarizes the stock options granted for the three years ended December 31, 2004, shares in millions:
2004 2003 2002 ------- ------- ------- Stock option shares granted...................... 4 4 5 Restoration stock option shares granted.......... 2 1 1 Grant date exercise price range (per share)...... $26-$37 $23-$28 $20-$29
The Company recorded $21 million and $3 million of stock option expense in the consolidated statements of income for the years ended December 31, 2004 and 2003, respectively, for stock options granted, modified or settled subsequent to January 1, 2003. A summary of the status of the Company's fixed stock options for the three years ended December 31, 2004 is presented below, shares in millions:
2004 2003 2002 ---- ---- ---- Option shares outstanding, January 1........................ 26 26 22 Weighted average exercise price........................... $22 $21 $21 Option shares granted, including restoration options........ 6 5 6 Weighted average exercise price........................... $31 $27 $21 Option shares exercised..................................... 5 4 2 Weighted average exercise price........................... $20 $20 $19 Option shares canceled...................................... 1 1 - Weighted average exercise price........................... $23 $22 $20 Option shares outstanding, December 31...................... 26 26 26 Weighted average exercise price........................... $25 $22 $21 Weighted average remaining option term (in years)......... 6 6 7 Option shares exercisable, December 31...................... 10 10 9 Weighted average exercise price........................... $24 $22 $23
53 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) N. STOCK OPTIONS AND AWARDS - (CONCLUDED) The following table summarizes information for stock option shares outstanding and exercisable at December 31, 2004, shares in millions:
OPTION SHARES OUTSTANDING OPTION SHARES EXERCISABLE - --------------------------------------------- -------------------------- WEIGHTED WEIGHTED WEIGHTED AVERAGE AVERAGE AVERAGE RANGE OF NUMBER OF REMAINING EXERCISE NUMBER OF EXERCISE PRICES SHARES OPTION TERM PRICE SHARES PRICE - -------- --------- ----------- -------- ------------ ----------- $14-20 10 5 Years $19 4 $19 21-27 4 6 Years 23 2 23 28-30 11 7 Years 29 4 29 31-37 1 3 Years 34 - 31 - -------- --------- ----------- -------- ------------ ----------- $14-37 26 6 Years $25 10 $24 ======== ========= =========== ======== ============ ===========
At December 31, 2004, a total of 7,177,000 shares and 446,000 shares of Company common stock were available under the Plan and the 1997 Plan, respectively, for the granting of stock options or restricted long-term stock incentive awards. O. EMPLOYEE RETIREMENT PLANS The Company sponsors defined-benefit and defined-contribution plans for most of its employees. In addition, substantially all salaried employees participate in non-contributory defined-contribution plans, to which payments are determined annually by the Organization and Compensation Committee of the Board of Directors. Aggregate charges to earnings under the Company's defined-benefit and defined-contribution plans were $55 million and $42 million in 2004, $68 million and $38 million in 2003 and $40 million and $34 million in 2002, respectively. Net periodic pension cost for the Company's qualified defined-benefit pension plans includes the following components for the three years ended December 31, 2004, in millions:
2004 2003 2002 ---- ---- ---- Service cost............................................... $ 16 $ 16 $ 10 Interest cost.............................................. 39 37 19 Expected return on plan assets............................. (38) (28) (17) Amortization of prior-service cost......................... 1 1 - Amortization of net loss................................... 6 7 2 ---- ---- ---- NET PERIODIC PENSION COST................................ $ 24 $ 33 $ 14 ==== ==== ====
54 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) O. EMPLOYEE RETIREMENT PLANS - (CONTINUED) The following table provides a reconciliation of changes in the projected benefit obligation, fair value of plan assets and funded status of the Company's qualified defined-benefit pension plans at December 31, in millions:
2004 2003 ----- ----- CHANGES IN PROJECTED BENEFIT OBLIGATION: Projected benefit obligation at January 1................. $ 638 $ 562 Service cost.............................................. 16 15 Interest cost............................................. 39 37 Contributions............................................. 1 1 Plan amendments........................................... 2 3 Actuarial loss............................................ 36 41 Foreign currency exchange................................. 12 16 Settlements............................................... (3) (4) Benefit payments.......................................... (29) (33) ----- ----- PROJECTED BENEFIT OBLIGATION AT DECEMBER 31............ $ 712 $ 638 ===== ===== CHANGES IN FAIR VALUE OF PLAN ASSETS: Fair value of plan assets at January 1.................... $ 421 $ 317 Actual return on plan assets.............................. 56 86 Foreign currency exchange................................. 5 5 Company contributions..................................... 66 47 Participant contributions................................. 1 1 Settlements............................................... (3) (4) Benefit payments.......................................... (27) (31) ----- ----- FAIR VALUE OF PLAN ASSETS AT DECEMBER 31............... $ 519 $ 421 ===== ===== FUNDED STATUS OF QUALIFIED DEFINED-BENEFIT PENSION PLANS: Plan assets (less than) projected benefit obligation at December 31............................................ $(193) $(217) Unamortized net transition obligation..................... 1 1 Unamortized prior-service cost............................ 8 7 Unamortized net loss...................................... 140 127 ----- ----- NET (LIABILITY) RECOGNIZED............................. $ (44) $ (82) ===== =====
The following represents amounts recognized in the Company's consolidated balance sheets at December 31, in millions:
2004 2003 ----- ----- Accrued benefit liability................................... $(177) $(172) Prepaid benefit cost........................................ 44 24 Intangible asset............................................ 8 8 Accumulated other comprehensive income...................... 81 58 ----- ----- NET (LIABILITY) RECOGNIZED, AS ABOVE................... $ (44) $ (82) ===== =====
55 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) O. EMPLOYEE RETIREMENT PLANS - (CONTINUED) Information for qualified defined-benefit pension plans with an accumulated benefit obligation in excess of plan assets is as follows at December 31, in millions:
2004 2003 ---- ---- Accumulated benefit obligation.............................. $644 $569 Fair value of plan assets................................... $509 $409
The projected benefit obligation is in excess of plan assets for all qualified defined-benefit pension plans. PLAN ASSETS Following is a summary of the Company's qualified defined-benefit pension plan weighted average asset allocation at December 31:
2004 2003 ---- ---- Equity securities........................................... 86% 85% Debt securities............................................. 5% 10% Real estate................................................. - - Other....................................................... 9% 5% ---- ---- Total.................................................. 100% 100% ==== ====
The investment objectives of the Company's qualified defined-benefit pension plans are: 1) to invest the portfolio to earn a return, net of fees, greater than or equal to the expected long-term rate of return on plan assets; 2) to diversify the portfolio among various asset classes with the goal of reducing volatility of return and reducing principal risk; and 3) to maintain liquidity sufficient to meet Plan obligations. Target allocations are: equity securities (85%), debt securities (5%) and other investments (10%). Plan assets include approximately 1.4 million shares of Company common stock valued at $52 million and $39 million at December 31, 2004 and 2003, respectively. CASH FLOWS The Company expects to contribute approximately $7 million to its qualified defined-benefit pension plans in 2005. The Company also expects to pay $6 million to participants of its non-qualified supplemental defined-benefit pension plans in 2005. The benefits expected to be paid in each of the next five years, and in aggregate for the five years thereafter, relating to the Company's qualified defined-benefit pension plans, are as follows: 2005 - $28 million; 2006 - $29 million; 2007 - $36 million; 2008 - $31 million; 2009 - $33 million; and 2010- 2014 - $200 million. The benefits expected to be paid in each of the next five years, and in aggregate for the five years thereafter, relating to the Company's non-qualified supplemental defined-benefit pension plans, are as follows: 2005 - $6 million; 2006 - $6 million; 2007 - $7 million; 2008 - $7 million; 2009 - $9 million; and 2010-2014 - $50 million. 56 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) O. EMPLOYEE RETIREMENT PLANS - (CONCLUDED) The major assumptions used in accounting for the Company's defined-benefit pension plans at December 31, 2004, 2003 and 2002 are as follows:
2004 2003 2002 ----- ----- ----- Discount rate for obligations.......................... 5.75% 6.25% 6.75% Expected return on plan assets......................... 8.5 % 8.5 % 8.5 % Rate of compensation increase.......................... 4.0 % 4.5 % 4.5 % Discount rate for net periodic pension cost............ 6.25% 6.75% 7.5 %
The Company determined the expected long-term rate of return on plan assets by reviewing an analysis of expected and historical rates of return of various asset classes based on the current asset allocation of the plan assets. The measurement date used to determine the defined-benefit pension expense is January 1. OTHER In addition to the Company's qualified defined-benefit pension plans, the Company has non-qualified unfunded supplemental defined-benefit pension plans covering certain employees, which provide for benefits in addition to those provided by the qualified pension plans. The actuarial present value of accumulated benefit obligations and projected benefit obligations related to these non-qualified plans totaled $118 million and $125 million at December 31, 2004 and $109 million and $115 million at December 31, 2003, respectively. Net periodic pension cost for these plans was $17 million, $13 million and $10 million in 2004, 2003 and 2002, respectively. The Company sponsors certain post-retirement benefit plans that provide medical, dental and life insurance coverage for eligible retirees and dependents in the United States based on age and length of service. The aggregate present value of the unfunded accumulated post-retirement benefit obligation approximated $6 million and $5 million at December 31, 2004 and 2003, respectively. 57 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) P. SEGMENT INFORMATION The Company's reportable segments were as follows: Cabinets and Related Products - principally includes assembled and ready-to-assemble kitchen and bath cabinets; home office workstations; entertainment centers; storage products; bookcases; and kitchen utility products. Plumbing Products - principally includes faucets; plumbing fittings and valves; showerheads and hand showers; bathtubs and shower enclosures; and spas. Installation and Other Services - principally includes the sale, installation and distribution of insulation and other building products. Decorative Architectural Products - principally includes paints and stains; and door, window and other hardware. Other Specialty Products - principally includes windows, window frame components and patio doors; electronic locksets; staple gun tackers, staples and other fastening tools; and hydronic radiators and heat convectors. The above products and services are sold and provided to the home improvement and home construction markets through mass merchandisers, hardware stores, home centers, builders, distributors and other outlets for consumers and contractors. The Company's operations are principally located in North America and Europe. The Company's country of domicile is the United States of America. Corporate assets consist primarily of real property, equipment, cash and cash investments and other investments. The Company's segments are based on similarities in products and services and represent the aggregation of operating units for which financial information is regularly evaluated by the Company's corporate operating executives in determining resource allocation and assessing performance and is periodically reviewed by the Board of Directors. Accounting policies for the segments are the same as those for the Company. The Company primarily evaluates performance based on operating profit and, other than general corporate expense, allocates specific corporate overhead to each segment. Income and expense related to the Behr litigation has also been excluded from the evaluation of segment operating profit. 58 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) P. SEGMENT INFORMATION - (CONTINUED) The following table presents information about the Company by segment and geographic area, in millions:
NET SALES (1)(2)(3)(4)(5) OPERATING PROFIT (5)(9)(10) ASSETS AT DECEMBER 31 (6)(11) -------------------------- --------------------------- ------------------------------ 2004 2003 2002 2004 2003 2002 2004 2003 2002 ------- ------- ------ ------- ------- ------- -------- -------- -------- The Company's operations by segment are: Cabinets and Related Products..................... $ 3,289 $ 2,879 $2,644 $ 496 $ 441 $ 367 $ 2,272 $ 2,353 $ 2,123 Plumbing Products.............. 3,057 2,684 2,068 370 343 341 2,356 2,160 1,952 Installation and Other Services..................... 2,771 2,411 1,845 358 368 304 2,433 2,378 2,314 Decorative Architectural Products..................... 1,610 1,449 1,292 269 210 307 1,086 1,089 1,292 Other Specialty Products....... 1,347 1,148 982 233 178 193 2,224 2,195 2,062 ------- ------- ------ ------ ------ ------ ------- ------- ------- Total...................... $12,074 $10,571 $8,831 $1,726 $1,540 $1,512 $10,371 $10,175 $ 9,743 ======= ======= ====== ====== ====== ====== ======= ======= ======= The Company's operations by geographic area are: North America.................. $ 9,879 $ 8,763 $7,686 $1,639 $1,433 $1,347 $ 7,145 $ 7,081 $ 6,995 International, principally Europe....................... 2,195 1,808 1,145 87 107 165 3,226 3,094 2,748 ------- ------- ------ ------ ------ ------ ------- ------- ------- Total, as above............ $12,074 $10,571 $8,831 1,726 1,540 1,512 10,371 10,175 9,743 ======= ======= ====== General corporate expense, net (7)............................. (194) (115) (101) Gains on sale of corporate fixed assets, net................... 7 3 3 Income (charge) for litigation settlement, net (8)............. 30 72 (147) Expense related to accelerated benefits, net................... - (16) - ------ ------ ------ Operating profit, as reported.................................. 1,569 1,484 1,267 Other income (expense), net.................................... (51) (204) (301) ------ ------ ------ Income from continuing operations before income taxes and minority interest............................................ $1,518 $1,280 $ 966 ====== ====== ====== Corporate assets............................................................................. 2,007 1,998 2,307 Assets held for sale......................................................................... 163 - - ------- ------- ------- Total assets......................................................................... $12,541 $12,173 $12,050 ======= ======= =======
DEPRECIATION AND PROPERTY ADDITIONS AMORTIZATION (5) --------------------- -------------------- 2004 2003 2002 2004 2003 2002 ---- ---- ----- ---- ---- ---- The Company's operations by segment are: Cabinets and Related Products........................... $ 86 $ 54 $ 69 $ 60 $ 56 $ 54 Plumbing Products....................................... 69 77 176 68 62 45 Installation and Other Services......................... 19 31 66 33 33 27 Decorative Architectural Products....................... 36 35 46 18 22 20 Other Specialty Products................................ 87 81 73 37 32 28 ---- ---- ----- ---- ---- ---- 297 278 430 216 205 174 Unallocated amounts principally related to corporate assets................................................ 6 7 17 18 17 24 Assets of dispositions (acquisitions), net.............. 7 (14) (162) - - - ---- ---- ----- ---- ---- ---- Total............................................... $310 $271 $ 285 $234 $222 $198 ==== ==== ===== ==== ==== ====
59 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) P. SEGMENT INFORMATION - (CONCLUDED) (1) Included in net sales in 2004, 2003 and 2002 were export sales from the U.S. of $226 million, $184 million and $153 million, respectively. (2) Intra-company sales between segments represented approximately one percent of net sales in 2004, 2003 and 2002. (3) Includes net sales to one customer in 2004, 2003 and 2002 of $2,641 million, $2,457 million and $2,276 million, respectively. Such net sales were included in the following segments: Cabinets and Related Products, Plumbing Products, Decorative Architectural Products and Other Specialty Products. (4) Net sales from the Company's operations in the U.S. were $9,629 million, $8,561 million and $7,479 million in 2004, 2003 and 2002, respectively. (5) Net sales, operating profit and depreciation and amortization for 2004, 2003 and 2002 exclude the results of businesses sold in 2004 and 2003, and those held for sale at December 31, 2004. (6) Long-lived assets of the Company's operations in the U.S. and Europe were $4,981 million and $2,017 million, $4,859 million and $2,130 million and $4,875 million and $1,848 million at December 31, 2004, 2003 and 2002, respectively. (7) General corporate expense includes those expenses not specifically attributable to the Company's business segments. (8) The income (charge) for litigation settlement relates to litigation discussed in Note T regarding the Company's subsidiary, Behr Process Corporation, which is included in the Decorative Architectural Products segment. (9) Included in segment operating profit for 2004 are goodwill impairment charges as follows: Cabinets and Related Products - $56 million; Plumbing Products - $25 million; Decorative Architectural Products - $62 million; and Other Specialty Products - $25 million. Included in segment operating profit for 2003 are goodwill impairment charges as follows: Plumbing Products - $17 million, Decorative Architectural Products - $5 million and Other Specialty Products - $31 million. The goodwill impairment charges were related to the Company's European businesses. (10) Included in segment operating profit for 2002 is a pre-tax gain of $16 million related to certain long-lived assets in the Plumbing Products segment, which were previously written down in December 2000 as part of a plan for disposition. (11) Segment assets at December 31, 2004 exclude the assets of businesses sold in 2004 and 2003, and those held for sale at December 31, 2004. Q. OTHER INCOME (EXPENSE), NET Other, net, which is included in other income (expense), net, included the following, in millions:
2004 2003 2002 ---- ---- ---- Income from cash and cash investments....................... $ 11 $ 8 $ 8 Other interest income....................................... 6 8 6 Income (loss) from financial investments, net (Note F)...... 119 65 (36) Loss on early retirement of debt............................ - (7) - Gain from sale of equity investment......................... - 5 - Equity earnings............................................. - - 14 Other items, net............................................ 51 (3) (34) ---- --- ---- Total other, net.......................................... $187 $76 $(42) ==== === ====
60 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) Q. OTHER INCOME (EXPENSE), NET - (CONCLUDED) Other items, net in 2004, 2003 and 2002 include realized foreign currency exchange transaction gains (losses) of $26 million, $(4) million and $(3) million, respectively, as well as other miscellaneous items. R. INCOME TAXES
(IN MILLIONS) 2004 2003 2002 ------ ------ ---- Income from continuing operations before income taxes and minority interest: U.S. ............................................... $1,408 $1,172 $827 Foreign............................................. 110 108 139 ------ ------ ---- $1,518 $1,280 $966 ====== ====== ==== Provision for income taxes on income from continuing operations before minority interest: Currently payable: U.S. Federal...................................... $ 343 $ 214 $220 State and local................................... 55 44 29 Foreign........................................... 80 19 25 Deferred: U.S. Federal...................................... 95 174 43 Foreign........................................... (4) 26 10 ------ ------ ---- $ 569 $ 477 $327 ====== ====== ==== Deferred tax assets at December 31: Receivables......................................... $ 26 $ 22 Inventories......................................... 24 21 Accrued liabilities................................. 126 146 Long-term liabilities............................... 76 57 Capital loss carryforward........................... 21 62 Foreign tax credit carryforward..................... 50 - Other assets........................................ 31 12 ------ ------ 354 320 ------ ------ Deferred tax liabilities at December 31: Property and equipment.............................. 380 360 Investment in foreign subsidiaries.................. 38 - Intangibles......................................... 173 114 Other............................................... 92 75 ------ ------ 683 549 ------ ------ Net deferred tax liability at December 31.............. $ 329 $ 229 ====== ======
At December 31, 2004 and 2003, net deferred tax liability consisted of net short-term deferred tax assets included in prepaid expenses and other of $175 million and $181 million, respectively, and net long-term deferred tax liabilities of $504 million and $410 million, respectively. During 2001, the Company recorded a non-cash charge for the write-down of certain investments that created a capital loss carryforward for tax purposes in 2002. The Company believes that the capital 61 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) R. INCOME TAXES - (CONCLUDED) loss carryforward of $21 million ($60 million pre-tax) at December 2004 will be utilized before its expiration on December 31, 2007, principally through future income and gains from investments and other identified tax-planning strategies, including the potential sale of certain operating assets. As a result, a valuation allowance was not recorded at December 31, 2004 or 2003. Changes to the U.S. tax law enacted in the fourth quarter of 2004 significantly impacted the taxation of foreign earnings distributions. As a result, the Company made a dividend distribution of accumulated earnings from certain of its foreign subsidiaries of approximately $500 million in the fourth quarter of 2004. Such earnings had been permanently reinvested, pursuant to the provisions of the Accounting Principles Board Opinion No. 23, prior to the fourth quarter of 2004 under the Company's previous tax planning strategy to invest such earnings in operating and non-operating foreign investments. This dividend generated significant foreign tax credits that were used to offset the majority of the U.S. tax on the 2004 dividend and created a $50 million foreign tax credit carryforward at December 31, 2004. The Company believes that the foreign tax credit carryforward will be utilized before the newly enacted 10-year carryforward period expires on December 31, 2014, principally with identified potential sources of future income taxed in foreign jurisdictions at rates less than the present U.S. rate of 35 percent. Therefore, a valuation allowance was not recorded at December 31, 2004. Because the Company changed its position with respect to the repatriation of foreign earnings, the Company recorded a $38 million deferred tax liability in the fourth quarter of 2004, primarily related to the excess of its book basis over the tax basis of investments in foreign subsidiaries. The following is a reconciliation of the U.S. Federal statutory rate to the provision for income taxes on income from continuing operations before minority interest:
2004 2003 2002 ---- ---- ---- U.S. Federal statutory rate................................. 35% 35% 35% State and local taxes, net of federal tax benefit........... 2 2 2 Lower taxes on foreign earnings............................. (1) (1) (2) Foreign goodwill impairment charges providing no tax benefit................................................... 2 1 - Other, net.................................................. (1) - (1) -- -- -- Effective tax rate........................................ 37% 37% 34% == == ==
Income taxes paid were approximately $406 million, $328 million and $302 million in 2004, 2003 and 2002, respectively. 62 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) S. EARNINGS PER COMMON SHARE The following are reconciliations of the numerators and denominators used in the computations of basic and diluted earnings per common share, in millions:
2004 2003 2002 ---- ---- ---- Numerator (basic and diluted): Income from continuing operations....................... $930 $790 $639 (Loss) income from discontinued operations and gain, net.................................................. (37) 16 43 Cumulative effect of accounting change, net............. - - (92) ---- ---- ---- Net income.............................................. $893 $806 $590 ==== ==== ==== Denominator: Basic common shares (based on weighted average)......... 445 479 485 Add: Contingent common shares............................. 6 9 26 Stock option dilution................................ 5 3 3 ---- ---- ---- Diluted common shares................................... 456 491 514 ==== ==== ====
During 2004, holders of all 17,000 shares of the Company's convertible preferred stock converted their preferred stock to approximately 17 million shares of the Company's common stock. The convertible preferred shares carried substantially the same attributes as Company common stock and had been treated as if converted at a ratio of one share of preferred stock to 1,000 shares of common stock for basic and diluted earnings per common share computations. At December 31, 2004, the Company included approximately one million common shares related to the Zero Coupon Convertible Senior Notes ("Notes") in the calculation of diluted earnings per common share, as the price of the Company's common stock at December 31, 2004 exceeded the accreted value of the Notes. Additionally, 1.0 million common shares, 7.9 million common shares and 3.5 million common shares for 2004, 2003 and 2002, respectively, related to stock options were excluded from the computation of diluted earnings per common share due to their anti-dilutive effect, since the option exercise price was greater than the Company's average common stock price during the respective years. T. OTHER COMMITMENTS AND CONTINGENCIES LITIGATION The Company is subject to lawsuits and pending or asserted claims with respect to matters arising in the ordinary course of business. As the Company reported in previous filings, late in the second half of 2002, the Company and its subsidiary, Behr Process Corporation, agreed to two Settlements (the National Settlement and the Washington State Settlement) to resolve all class action lawsuits pending in the United States involving certain exterior wood coating products formerly manufactured by Behr. 63 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) T. OTHER COMMITMENTS AND CONTINGENCIES - (CONTINUED) The following is a reconciliation of the Company's Behr Process Settlement liability, in millions:
2004 ----------------------------- WASHINGTON STATE NATIONAL SETTLEMENT SETTLEMENT ---------------- ---------- Balance at January 1.................................. $ 53 $10 Payments on claims.................................. (13) (1) Insurance proceeds.................................. (9) (1) Adjustment of accrual............................... (20) - ---- --- Balance at December 31................................ $ 11 $ 8 ==== ===
The deadlines for filing claims were September 2, 2003 for the National Settlement and January 17, 2004 for the Washington State Settlement. During 2004, the Company estimated the average cost per claim received related to the Washington State Settlement, and, as a result, estimated that the remaining unpaid claims and administration costs would be approximately $20 million less than estimated at December 31, 2003. Accordingly, the Company reduced the litigation accrual (recognizing income) by $20 million in 2004. Proceeds from insurance carriers are recognized as income when Behr and its carriers agree on such amounts. The Company expects that the evaluation, processing and payment of claims for both the Washington State Settlement and the National Settlement will be substantially completed by March 31, 2005. Early in 2003, a suit was brought against the Company and a number of its insulation installation companies in the federal court in Atlanta, Georgia, alleging that certain practices violate provisions of federal and state antitrust laws. The plaintiff publicized the lawsuit with a press release and stated in that release that the Department of Justice was investigating the business practices of the Company's insulation installation companies. Although the Company was unaware of any investigation at that time, the Company was later advised that an investigation had been commenced but was subsequently closed without any enforcement action recommended. Two additional lawsuits were subsequently brought in Virginia making similar claims under the antitrust laws. Both of these lawsuits have since been dismissed without any payment or requirement for any change in business practices. During the second half of 2004, the same counsel who commenced the initial action in Atlanta filed six additional lawsuits on behalf of several of Masco's competitors in the insulation installation business. Recently, the plaintiffs dismissed five of these lawsuits and, represented by the same counsel, filed another action in the same federal court, seeking class representation for all independent insulation contractors against the Company, a number of its insulation installation companies and certain of their suppliers. Based upon the advice of its outside counsel, the Company believes that the conduct of the Company and its insulation installation companies, which has been the subject of the above-described lawsuits, has not violated any antitrust laws. In the fall of 2004, the Company learned that European governmental authorities are investigating possible anticompetitive business practices relating to the plumbing and heating industries in Europe. The investigations involve a number of European companies, including certain of the Company's European manufacturing divisions and a number of other large businesses. As part of its recently broadened governance activities, the Company, with the assistance of its outside counsel, completed a review of the competition practices of its European divisions, including those in the plumbing and heating industries, and the Company is cooperating fully with the European governmental authorities. Several private antitrust lawsuits have recently been filed in the United States as putative class actions 64 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) T. OTHER COMMITMENTS AND CONTINGENCIES - (CONTINUED) against the Company and certain of the other companies being investigated relating to the defendants' plumbing operations. These appear to be an outgrowth of the investigations being conducted by European governmental authorities, and additional lawsuits involving the same subject matter may be filed. Based upon the advice of its outside counsel, the review of the competition practices of its European divisions referred to above and other factors, the Company believes that it will not incur material liability as a result of the matters that are the subject of these investigations or as a result of any such lawsuits. WARRANTY Certain of the Company's products and product finishes and services are generally covered by a warranty to be free from defects in material and workmanship for periods ranging from one year to the life of the product. At the time of sale, the Company accrues a warranty liability for estimated costs to provide products, parts or services to repair or replace products in satisfaction of warranty obligations. The Company's estimate of costs to service its warranty obligations is based on historical experience and expectations of future conditions. To the extent that the Company experiences any changes in warranty claim activity or costs associated with servicing those claims, its warranty liability is adjusted accordingly. The following is a reconciliation of the Company's warranty liability, in millions:
2004 2003 ---- ---- Balance at January 1........................................ $ 90 $ 65 Accruals for warranties issued during the year.............. 57 34 Accruals related to pre-existing warranties................. 9 23 Settlements made (in cash or kind) during the year.......... (48) (35) Discontinued operations..................................... (3) - Other, net.................................................. (5) 3 ---- ---- Balance at December 31...................................... $100 $ 90 ==== ====
ACQUISITION-RELATED COMMITMENTS As part of the agreement relating to the Company's acquisition of an additional 37 percent ownership of Hansgrohe AG in December 2002, certain minority shareholders of Hansgrohe AG hold an option expiring in December 2007 to require the Company to purchase additional outstanding shares in Hansgrohe either with cash or common stock. The option value is based on Hansgrohe's operating results and, if exercised at December 31, 2004, would have approximated $23 million; if the option were settled in stock, the common shares to be issued at December 31, 2004 would have approximated 686,000. The Company, as part of certain recent acquisition agreements, provides for the payment of additional consideration in either cash or Company common stock, contingent upon whether certain conditions are met, including the operating performance of the acquired business and the price of the Company's common stock. STOCK PRICE GUARANTEES The Company continues to guarantee the value of 1.6 million shares of Company common stock at a stock price of $40 per share related to a 2001 divestiture, which matures April 30, 2005. The liability 65 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) T. OTHER COMMITMENTS AND CONTINGENCIES - (CONTINUED) for this guarantee, which approximated $6 million and $20 million at December 31, 2004 and 2003, respectively, has been recorded in accrued liabilities and is marked to market each reporting period. CONTINGENT PURCHASE PRICE As part of certain recent acquisition agreements, the Company has additional consideration payable in cash of approximately $14 million contingent on the operating performance of the acquired businesses. INVESTMENTS With respect to the Company's investments in private equity funds, the Company had, at December 31, 2004, commitments to contribute up to $123 million of additional capital to such funds, under certain circumstances. SHAREHOLDERS' EQUITY During 2000, approximately 300 of the Company's key employees purchased from the Company 8.4 million shares of Company common stock for cash totaling $156 million under an Executive Stock Purchase Program ("Program"). The stock was purchased at $18.50 per share, the approximate market price of the common stock at the time of purchase. Participants in the Program financed their purchases with five-year full recourse personal loans, at a market interest rate, from a bank syndicate. Each participant is fully responsible at all times for repaying their bank loans when they become due and is personally responsible for 100 percent of any loss in the market value of the purchased stock, except that in the event of death, if the participant is in a loss position, the participant's estate may transfer the purchased stock to the Company and require the Company to assume responsibility for the loan. The Company has guaranteed repayment of the loans, for which the aggregate amount outstanding was approximately $47 million at December 31, 2004, only in the event of a default by a participant. As a further inducement for continued employment beyond the end of this five-year Program, each participant received, as part of the Program, a restricted stock award vesting over a ten-year period. All of these key employees, in order to participate in this Program, were also required to sign a one-year post-employment non-competition agreement with the Company businesses that employ them. RESIDUAL VALUE GUARANTEES The Company has residual value guarantees resulting from operating leases primarily related to certain of the Company's trucks and other vehicles, in the Installation and Other Services segment. The operating leases are generally for a minimum term of 12 months and are renewable monthly after the first 12 months. At the end of the first 12 months, if the Company cancels the leases, the Company must pay the lessor the difference between the guaranteed residual value and the fair market value of the related vehicles. The aggregate value of the residual value guarantees, assuming the fair value at lease termination is zero, was approximately $104 million at December 31, 2004. OTHER MATTERS The Company enters into contracts, which include reasonable and customary indemnifications that are standard for the industries in which it operates. Such indemnifications include claims against builders for issues relating to the Company's products and workmanship. In conjunction with divestitures and other transactions, the Company generally provides reasonable and customary 66 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED) T. OTHER COMMITMENTS AND CONTINGENCIES - (CONCLUDED) indemnifications relating to various items including: the enforceability of trademarks; legal and environmental issues; provisions for sales returns; and asset valuations. The Company has never had to pay a material amount related to these indemnifications and evaluates the probability that amounts may be incurred and appropriately records an estimated liability when probable. 67 MASCO CORPORATION NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONCLUDED) U. INTERIM FINANCIAL INFORMATION (UNAUDITED)
(IN MILLIONS, EXCEPT PER SHARE DATA) QUARTERS ENDED TOTAL ----------------------------------------------- YEAR DECEMBER 31 SEPTEMBER 30 JUNE 30 MARCH 31 ------- ----------- ------------ ------- -------- 2004: Net sales.............................. $12,074 $3,034 $3,173 $3,061 $2,806 Gross profit........................... $ 3,718 $ 902 $ 991 $ 974 $ 851 Income from continuing operations...... $ 930 $ 106 $ 289 $ 294 $ 241 Net income............................. $ 893 $ 105 $ 359 $ 261 $ 168 Earnings per common share: Basic: Income from continuing operations...................... $ 2.09 $ .24 $ .66 $ .66 $ .53 Net income........................ $ 2.01 $ .24 $ .82 $ .59 $ .37 Diluted: Income from continuing operations...................... $ 2.04 $ .23 $ .64 $ .65 $ .52 Net income........................ $ 1.96 $ .23 $ .80 $ .58 $ .36 2003: Net sales.............................. $10,571 $2,768 $2,823 $2,628 $2,352 Gross profit........................... $ 3,241 $ 852 $ 874 $ 807 $ 708 Income from continuing operations...... $ 790 $ 154 $ 258 $ 220 $ 158 Net income............................. $ 806 $ 92 $ 319 $ 229 $ 166 Earnings per common share: Basic: Income from continuing operations...................... $ 1.65 $ .33 $ .54 $ .46 $ .32 Net income........................ $ 1.68 $ .20 $ .67 $ .48 $ .34 Diluted: Income from continuing operations...................... $ 1.61 $ .32 $ .53 $ .44 $ .30 Net income........................ $ 1.64 $ .19 $ .65 $ .46 $ .32
Income per common share amounts for the four quarters of 2004 and 2003 may not total to the per common share amounts for the years ended December 31, 2004 and 2003 due to the timing of common stock repurchases and the effect of contingently issuable common shares. Fourth quarter 2004 income from continuing operations and net income include a $141 million after-tax ($168 million pre-tax), non-cash goodwill impairment charge. Income from continuing operations and net income include after-tax income related to the Behr litigation settlement of $13 million ($21 million pre-tax), $4 million ($7 million pre-tax) and $1.5 million ($2 million pre-tax) in the first, second and third quarters of 2004, respectively. Net income for 2004 includes after-tax (loss) income, net related to discontinued operations of $(73) million ($(58) million pre-tax), $(33) million ($(32) million pre-tax), $70 million ($87 million pre-tax) and $(1) million ($(1) million pre-tax) in the first, second, third and fourth quarters of 2004, respectively. Income from continuing operations and net income in 2003 include after-tax income related to the Behr litigation settlement of $8 million ($13 million pre-tax), $36 million ($58 million pre-tax) and $.6 million ($1 million pre-tax) in the first, third and fourth quarters, respectively. Fourth quarter 2003 net income includes a $113 million after-tax ($137 million pre-tax), non-cash goodwill impairment charge, of which $71 million after-tax ($89 million pre-tax) was included in discontinued operations. Third quarter 2003 net income includes a $54 million after-tax ($91 million pre-tax) gain from the disposition of certain businesses. Third quarter 2003 income from continuing operations and net income also include adjustments of $42 million, after tax related to European accounting charges including a $5 million non-cash goodwill impairment charge. 68 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Not applicable ITEM 9A. CONTROLS AND PROCEDURES. (A) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Company, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of its disclosure controls and procedures as required by Exchange Act Rules 13a-15(b) and 15d-15(b) as of the end of the period covered by this Report. The Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) are designed to ensure that information required to be disclosed by the Company in the reports it files or furnishes under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized, and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission and that such information is accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial disclosure. Based on this evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were not effective because of the material weakness related to the Company's internal control over financial reporting discussed under Management's Report on Internal Control over Financial Reporting. In light of this material weakness, management performed extensive additional procedures to ensure that the Company's consolidated financial statements are prepared in accordance with generally accepted accounting principles and that the financial statements fairly present, in all material respects, the financial condition, results of operations and cash flows for the periods presented. Such procedures included preparing and reviewing key account reconciliations affected by the control deficiency as of December 31, 2004. Furthermore, extended inquiry and analytical procedures were performed by group oversight management. Management has concluded that the consolidated financial statements included in this Annual Report on Form 10-K present fairly, the financial position, results of operations and cash flows of the Company in accordance with accounting principles generally accepted in the United States of America. (B) MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING. Management's report on the Company's internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) is included in Item 8. Financial Statements and Supplementary Data of this Report under the heading Management's Report on Internal Control over Financial Reporting, and the related report of our independent registered public accounting firm is included under the heading Report of Independent Registered Public Accounting Firm under the same Item. (C) CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING. Other than the events leading to the material weakness and actions taken thereon, noted in Item 8 under the heading Management's Report on Internal Control over Financial Reporting and Management's Remediation Plan, there were no changes in the Company's internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 69 ITEM 9B. OTHER INFORMATION. Not applicable. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Certain information regarding executive officers required by this Item is set forth as a Supplementary Item at the end of Part I hereof (pursuant to Instruction 3 to Item 401(b) of Regulation S-K). The Company's Code of Business Ethics applies to all employees, officers and directors including the Principal Executive Officer and Principal Financial Officer and Principal Accounting Officer, and is posted on the Company's website at www.masco.com. Other information required by this Item will be contained in the Company's definitive Proxy Statement for its 2005 Annual Meeting of Stockholders, to be filed on or before April 28, 2005, and such information is incorporated herein by reference. ITEM 11. EXECUTIVE COMPENSATION. Information required by this Item will be contained in the Company's definitive Proxy Statement for its 2005 Annual Meeting of Stockholders, to be filed on or before April 28, 2005, and such information is incorporated herein by reference. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS. EQUITY COMPENSATION PLAN INFORMATION The Company has two equity compensation plans, the 1991 Long Term Stock Incentive Plan and the 1997 Non-Employee Directors Stock Plan. The following table sets forth information as of December 31, 2004 concerning the Company's two equity compensation plans, both of which were approved by stockholders. The Company does not have any equity compensation plans that are not approved by stockholders.
NUMBER OF WEIGHTED NUMBER OF SECURITIES SECURITIES TO BE AVERAGE PER REMAINING AVAILABLE FOR ISSUED UPON SHARE EXERCISE FUTURE ISSUANCE UNDER EXERCISE OF PRICE OF EQUITY COMPENSATION PLANS OUTSTANDING OUTSTANDING (EXCLUDING SECURITIES OPTIONS, WARRANTS OPTIONS, WARRANTS REFLECTED IN THE PLAN CATEGORY AND RIGHTS AND RIGHTS FIRST COLUMN) ------------- ----------------- ----------------- ------------------------- Equity compensation plans approved by stockholders....................... 25,824,000 $24.51 7,623,000
The remaining information required by this Item will be contained in the Company's definitive Proxy Statement for its 2005 Annual Meeting of Stockholders, to be filed on or before April 28, 2005, and such information is incorporated herein by reference. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS. Information required by this Item will be contained in the Company's definitive Proxy Statement for its 2005 Annual Meeting of Stockholders, to be filed on or before April 28, 2005, and such information is incorporated herein by reference. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES. Information required by this Item will be contained in the Company's definitive Proxy Statement for its 2005 Annual Meeting of Stockholders, to be filed on or before April 28, 2005, and such information is incorporated herein by reference. 70 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) LISTING OF DOCUMENTS. (1) Financial Statements. The Company's Consolidated Financial Statements included in Item 8 hereof, as required at December 31, 2004 and 2003, and for the years ended December 31, 2004, 2003 and 2002, consist of the following: Consolidated Balance Sheets Consolidated Statements of Income Consolidated Statements of Cash Flows Consolidated Statements of Shareholders' Equity Notes to Consolidated Financial Statements (2) Financial Statement Schedule. (i) Financial Statement Schedule of the Company appended hereto, as required for the years ended December 31, 2004, 2003 and 2002, consists of the following: II. Valuation and Qualifying Accounts (3) Exhibits. 3.i Restated Certificate of Incorporation of Masco Corporation and amendments thereto (6). 3.ii Bylaws of Masco Corporation, as amended December 5, 2001 (6). 4.a.i Indenture dated as of December 1, 1982 between Masco Corporation and Morgan Guaranty Trust Company of New York, as Trustee (4), and Directors' resolutions establishing Masco Corporation's: (i) 7 1/8% Debentures Due August 15, 2013 (7); (ii) 6.625% Debentures Due April 15, 2018 (7); (iii) 5.75% Notes Due October 15, 2008 (7); and (iv) 7 3/4% Debentures Due August 1, 2029 (filed herewith). 4.a.ii Agreement of Appointment and Acceptance of Successor Trustee dated as of July 25, 1994 among Masco Corporation, Morgan Guaranty Trust Company of New York and The First National Bank of Chicago (filed herewith). 4.a.iii Supplemental Indenture dated as of July 26, 1994 between Masco Corporation and The First National Bank of Chicago (filed herewith). 4.b.i Indenture dated as of February 12, 2001 between Masco Corporation and J.P. Morgan Trust Company, National Association (successor in interest to Bank One Trust Company, National Association), as Trustee (2), and Directors' Resolutions establishing Masco Corporation's: (i) 6 3/4% Notes Due March 15, 2006 (2); (ii) 5 7/8% Notes Due July 15, 2012 (6); (iii) 4 5/8% Notes Due August 15, 2007 (6); (iv) 6 1/2% Notes Due August 15, 2032 (6); and (v) Floating Rate Notes Due 2007 (filed herewith). 4.b.ii First Supplemental Indenture dated as of July 20, 2001 to the Indenture dated February 12, 2001 by and among Masco Corporation and J.P. Morgan Trust Company, National Association (successor in interest to Bank One Trust Company, National Association), as Trustee, relating to the Company's Zero Coupon Convertible Senior Notes Due July 20, 2031 (3), Amendment No. 1 dated as of July 19, 2002 (5) and Amendment No. 2 dated as of November 2, 2004 (9).
71 4.b.iii Second Supplemental Indenture between Masco Corporation and J.P. Morgan Trust Company, National Association, as trustee dated as of December 23, 2004 (including form of Zero Coupon Convertible Senior Note, Series B due 2031) (11). 4.c Rights Agreement dated as of December 6, 1995, between Masco Corporation and The Bank of New York, as Rights Agent (2); and Amendment No. 1 dated September 23, 1998 (2). 4.d U.S. $2 billion 5-Year Revolving Credit Agreement dated as of November 5, 2004 among Masco Corporation and Masco Europe, S.a.r.l. as borrowers, the banks party thereto, as lenders, J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc., as Joint Lead Arrangers and Joint Book Runners and Citibank, N.A., as Syndication Agent, Sumitomo Mitsui Banking Corporation, as Documentation Agent, and Bank One, NA (Main Office Chicago), as Administrative Agent (10). NOTE: Other instruments, notes or extracts from agreements defining the rights of holders of long-term debt of Masco Corporation or its subsidiaries have not been filed since (i) in each case the total amount of long-term debt permitted thereunder does not exceed 10 percent of Masco Corporation's consolidated assets, and (ii) such instruments, notes and extracts will be furnished by Masco Corporation to the Securities and Exchange Commission upon request. 10.a Shareholders Agreement by and among MascoTech, Inc. (now known as Metaldyne Corporation), Masco Corporation, Richard Manoogian, certain of their respective affiliates and other co-investors as party thereto, dated as of November 28, 2000 (2). NOTE: Exhibits 10.b through 10.p constitute the management contracts and executive compensatory plans or arrangements in which certain of the directors and executive officers of the Company participate. 10.b Masco Corporation 1991 Long Term Stock Incentive Plan (as amended and restated February 10, 2004) (7). 10.c Forms of awards under the Masco Corporation 1991 Long Term Stock Incentive Plan: Restricted Stock Award Agreement for awards prior to January 1, 2005 (9) and for awards on and after January 1, 2005 (12). 10.d Forms of awards under the Masco Corporation 1991 Long Term Stock Incentive Plan: Restoration Stock Option (9). 10.e Forms of awards under the Masco Corporation 1991 Long Term Stock Incentive Plan: Stock Option Grant (9). 10.f Forms of awards under the Masco Corporation 1991 Long Term Stock Incentive Plan: Stock Option Grant for Non-Employee Directors (9). 10.g Forms of Masco Corporation Supplemental Executive Retirement and Disability Plan (filed herewith). 10.h Masco Corporation 2002 Annual Incentive Compensation Plan (6). 10.i Masco Corporation 1997 Non-Employee Directors Stock Plan (as amended May 11, 2004) (8). 10.j Form of awards under the Masco Corporation 1997 Non-Employee Directors Stock Plan: Restricted Stock Award Agreement (9). 10.k Form of awards under the Masco Corporation 1997 Non-Employee Directors Stock Plan: Stock Option Grant (9). 10.l Other compensatory arrangements for executive officers (filed herewith).
72
10.m Masco Corporation Executive Stock Purchase Program (1). 10.n Masco Corporation 2004 Restricted Stock Award Program (8). 10.o Compensation of Non-Employee Directors (filed herewith). 10.p Masco Corporation Retirement Benefit Restoration Plan dated January 1, 1995, as amended October 1, 2004 (filed herewith). 12 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (filed herewith). 21 List of Subsidiaries (filed herewith). 23 Consent of PricewaterhouseCoopers LLP relating to Masco Corporation's Consolidated Financial Statements and Financial Statement Schedule (filed herewith). 31.a Certification by Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) (filed herewith). 31.b Certification by Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) (filed herewith). 32 Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of the United States Code (filed herewith).
(1) Incorporated by reference to the Exhibits filed with Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. (2) Incorporated by reference to the Exhibits filed with Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. (3) Incorporated by reference to the Exhibits filed with Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001. (4) Incorporated by reference to the Exhibits filed with Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2001. (5) Incorporated by reference to the Exhibits filed with Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. (6) Incorporated by reference to the Exhibits filed with Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2002. (7) Incorporated by reference to the Exhibits filed with Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2003. (8) Incorporated by reference to the Exhibits filed with Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004. (9) Incorporated by reference to the Exhibits filed with Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. (10) Incorporated by reference to the Exhibits filed with Masco Corporation's Current Report on Form 8-K dated November 5, 2004. (11) Incorporated by reference to the Exhibits filed with Masco Corporation's Current Report on Form 8-K dated December 23, 2004. (12) Incorporated by reference to the Exhibits filed with Masco Corporation's Current Report on Form 8-K dated January 1, 2005. THE COMPANY WILL FURNISH TO ITS STOCKHOLDERS A COPY OF ANY OF THE ABOVE EXHIBITS NOT INCLUDED HEREIN UPON THE WRITTEN REQUEST OF SUCH STOCKHOLDER AND THE PAYMENT TO THE COMPANY OF THE REASONABLE EXPENSES INCURRED BY THE COMPANY IN FURNISHING SUCH COPY OR COPIES. 73 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) 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/ TIMOTHY WADHAMS ------------------------------------ TIMOTHY WADHAMS Senior Vice President and Chief Financial Officer March 16, 2005 Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated. PRINCIPAL EXECUTIVE OFFICER: /s/ RICHARD A. MANOOGIAN Chairman of the Board, Chief - -------------------------------------- Executive Officer Richard A. Manoogian PRINCIPAL FINANCIAL OFFICER AND PRINCIPAL ACCOUNTING OFFICER: /s/ TIMOTHY WADHAMS Senior Vice President and Chief - -------------------------------------- Financial Officer Timothy Wadhams /s/ DENNIS W. ARCHER Director - -------------------------------------- Dennis W. Archer /s/ THOMAS G. DENOMME Director - -------------------------------------- Thomas G. Denomme /s/ PETER A. DOW Director - -------------------------------------- Peter A. Dow /s/ ANTHONY F. EARLEY, JR. Director March 16, 2005 - -------------------------------------- Anthony F. Earley, Jr. /s/ VERNE G. ISTOCK Director - -------------------------------------- Verne G. Istock /s/ DAVID L. JOHNSTON Director - -------------------------------------- David L. Johnston /s/ J. MICHAEL LOSH Director - -------------------------------------- J. Michael Losh /s/ WAYNE B. LYON Director - -------------------------------------- Wayne B. Lyon /s/ MARY ANN VAN LOKEREN Director - -------------------------------------- Mary Ann Van Lokeren
74 MASCO CORPORATION SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS FOR THE YEARS ENDED DECEMBER 31, 2004, 2003 AND 2002
(IN MILLIONS) COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E - ---------------------------------------- ---------- ------------------------ ---------- ---------- ADDITIONS ------------------------ BALANCE AT CHARGED TO CHARGED TO BALANCE AT BEGINNING COSTS AND OTHER END OF DESCRIPTION OF PERIOD EXPENSES ACCOUNTS DEDUCTIONS PERIOD - ---------------------------------------- ---------- ---------- ---------- ---------- ---------- (A) (B) Allowance for doubtful accounts, deducted from accounts receivable in the balance sheet: 2004............................... $84 $19 $(6) $(15) $82 === === === ==== === 2003............................... $69 $23 $(2) $ (6) $84 === === === ==== === 2002............................... $56 $16 $ 4 $ (7) $69 === === === ==== ===
(a) Allowance of companies acquired and companies disposed of, net. (b) Deductions, representing uncollectible accounts written off, less recoveries of accounts written off in prior years. 75 EXHIBIT INDEX
EXHIBIT NUMBER - -------- 3.i Restated Certificate of Incorporation of Masco Corporation and amendments thereto (6). 3.ii Bylaws of Masco Corporation, as amended December 5, 2001 (6). 4.a.i Indenture dated as of December 1, 1982 between Masco Corporation and Morgan Guaranty Trust Company of New York, as Trustee (4), and Directors' resolutions establishing Masco Corporation's: (i) 7 1/8% Debentures Due August 15, 2013 (7); (ii) 6.625% Debentures Due April 15, 2018 (7); (iii) 5.75% Notes Due October 15, 2008 (7); and (iv) 7 3/4% Debentures Due August 1, 2029 (filed herewith). 4.a.ii Agreement of Appointment and Acceptance of Successor Trustee dated as of July 25, 1994 among Masco Corporation, Morgan Guaranty Trust Company of New York and The First National Bank of Chicago (filed herewith). 4.a.iii Supplemental Indenture dated as of July 26, 1994 between Masco Corporation and The First National Bank of Chicago (filed herewith). 4.b.i Indenture dated as of February 12, 2001 between Masco Corporation and J.P. Morgan Trust Company, National Association (successor in interest to Bank One Trust Company, National Association), as Trustee (2), and Directors' Resolutions establishing Masco Corporation's: (i) 6 3/4% Notes Due March 15, 2006 (2); (ii) 5 7/8% Notes Due July 15, 2012 (6); (iii) 4 5/8% Notes Due August 15, 2007 (6); (iv) 6 1/2% Notes Due August 15, 2032 (6); and (v) Floating Rate Notes Due 2007 (filed herewith). 4.b.ii First Supplemental Indenture dated as of July 20, 2001 to the Indenture dated February 12, 2001 by and among Masco Corporation and J.P. Morgan Trust Company, National Association (successor in interest to Bank One Trust Company, National Association), as Trustee, relating to the Company's Zero Coupon Convertible Senior Notes Due July 20, 2031 (3), Amendment No. 1 dated as of July 19, 2002 (5) and Amendment No. 2 dated as of November 2, 2004 (9). 4.b.iii Second Supplemental Indenture between Masco Corporation and J.P. Morgan Trust Company, National Association, as trustee dated as of December 23, 2004 (including form of Zero Coupon Convertible Senior Note, Series B due 2031) (11). 4.c Rights Agreement dated as of December 6, 1995, between Masco Corporation and The Bank of New York, as Rights Agent (2); and Amendment No. 1 dated September 23, 1998 (2). 4.d U.S. $2 billion 5-Year Revolving Credit Agreement dated as of November 5, 2004 among Masco Corporation and Masco Europe, S.a.r.l. as borrowers, the banks party thereto, as lenders, J.P. Morgan Securities Inc. and Citigroup Global Markets, Inc., as Joint Lead Arrangers and Joint Book Runners and Citibank, N.A., as Syndication Agent, Sumitomo Mitsui Banking Corporation, as Documentation Agent, and Bank One, NA (Main Office Chicago), as Administrative Agent (10). NOTE: Other instruments, notes or extracts from agreements defining the rights of holders of long-term debt of Masco Corporation or its subsidiaries have not been filed since (i) in each case the total amount of long-term debt permitted thereunder does not exceed 10 percent of Masco Corporation's consolidated assets, and (ii) such instruments, notes and extracts will be furnished by Masco Corporation to the Securities and Exchange Commission upon request. 10.a Shareholders Agreement by and among MascoTech, Inc. (now known as Metaldyne Corporation), Masco Corporation, Richard Manoogian, certain of their respective affiliates and other co-investors as party thereto, dated as of November 28, 2000 (2). NOTE: Exhibits 10.b through 10.p constitute the management contracts and executive compensatory plans or arrangements in which certain of the directors and executive officers of the Company participate.
EXHIBIT NUMBER - -------- 10.b Masco Corporation 1991 Long Term Stock Incentive Plan (as amended and restated February 10, 2004) (7). 10.c Forms of awards under the Masco Corporation 1991 Long Term Stock Incentive Plan: Restricted Stock Award Agreement for awards prior to January 1, 2005 (9) and for awards on and after January 1, 2005 (12). 10.d Forms of awards under the Masco Corporation 1991 Long Term Stock Incentive Plan: Restoration Stock Option (9). 10.e Forms of awards under the Masco Corporation 1991 Long Term Stock Incentive Plan: Stock Option Grant (9). 10.f Forms of awards under the Masco Corporation 1991 Long Term Stock Incentive Plan: Stock Option Grant for Non-Employee Directors (9). 10.g Forms of Masco Corporation Supplemental Executive Retirement and Disability Plan (filed herewith). 10.h Masco Corporation 2002 Annual Incentive Compensation Plan (6). 10.i Masco Corporation 1997 Non-Employee Directors Stock Plan (as amended May 11, 2004) (8). 10.j Form of awards under the Masco Corporation 1997 Non-Employee Directors Stock Plan: Restricted Stock Award Agreement (9). 10.k Form of awards under the Masco Corporation 1997 Non-Employee Directors Stock Plan: Stock Option Grant (9). 10.l Other compensatory arrangements for executive officers (filed herewith). 10.m Masco Corporation Executive Stock Purchase Program (1). 10.n Masco Corporation 2004 Restricted Stock Award Program (8). 10.o Compensation of Non-Employee Directors (filed herewith). 10.p Masco Corporation Retirement Benefit Restoration Plan dated January 1, 1995, as amended October 1, 2004 (filed herewith). 12 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends (filed herewith). 21 List of Subsidiaries (filed herewith). 23 Consent of PricewaterhouseCoopers LLP relating to Masco Corporation's Consolidated Financial Statements and Financial Statement Schedule (filed herewith). 31.a Certification by Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) (filed herewith). 31.b Certification by Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) (filed herewith). 32 Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of the United States Code (filed herewith).
(1) Incorporated by reference to the Exhibits filed with Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2000. (2) Incorporated by reference to the Exhibits filed with Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2000. (3) Incorporated by reference to the Exhibits filed with Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2001. (4) Incorporated by reference to the Exhibits filed with Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2001. (5) Incorporated by reference to the Exhibits filed with Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2002. (6) Incorporated by reference to the Exhibits filed with Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2002. (7) Incorporated by reference to the Exhibits filed with Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2003. (8) Incorporated by reference to the Exhibits filed with Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended June 30, 2004. (9) Incorporated by reference to the Exhibits filed with Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended September 30, 2004. (10) Incorporated by reference to the Exhibits filed with Masco Corporation's Current Report on Form 8-K dated November 5, 2004. (11) Incorporated by reference to the Exhibits filed with Masco Corporation's Current Report on Form 8-K dated December 23, 2004. (12) Incorporated by reference to the Exhibits filed with Masco Corporation's Current Report on Form 8-K dated January 1, 2005. EX-4.A.I 2 k90992exv4wawi.txt INDENTURE DATED AS OF DECEMBER 1, 1982 Exhibit 4.a.i RESOLUTIONS OF THE PRICING COMMITTEE OF THE BOARD OF DIRECTORS OF MASCO CORPORATION JULY 29, 1999 In lieu of a meeting, the undersigned, being all of the members of the Pricing Committee of the Board of Directors of Masco Corporation, a Delaware corporation, (the "Company") adopt the following resolutions: WHEREAS, Masco Corporation, a Delaware corporation (the "Company") the Company has filed a Registration Statement (No. 33-56043) on Form S-3 with the Securities and Exchange Commission, which is in effect; WHEREAS, the Company desires to create an additional series of securities under the Indenture dated as of December 1, 1982 (as amended to the date hereof, the "Indenture"), with The First National Bank of Chicago, as successor trustee to Morgan Guaranty Trust Company of New York (the "Trustee"), providing for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness of this Company ("Securities") in one or more series under such Indenture; and WHEREAS, capitalized terms used in these resolutions and not otherwise defined are used with the same meaning ascribed to such terns in the Indenture; THEREFORE RESOLVED, that there is established a series of Securities under the Indenture, the terms of which shall be as follows: 1. The Securities of such series shall be designated as the 7-3/4% Debentures Due August 1, 2029". 2. The aggregate principal amount of Securities of such series which may be authenticated and delivered under the Indenture is limited to Three Hundred Million Dollars ($300,000,000), except for Securities of such series authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 2.07, 2.08, 2.09, 9.04 or 14.03 of the Indenture. 3. The date on which the principal of the Securities of such series shall be payable is August 1, 2029. 4. The Securities of such series shall bear interest from August 3, 1999 at the rate of 7-3/4% per annum, payable semi-annually on February 1 and August 1 of each year commencing on February 1, 2000, until the principal thereof is paid or made available for payment. The January 15 or July 15 (whether or not a business day), as the case may be, next preceding each such interest payment date shall be the "record date" for the determination of holders to whom interest is payable. 5. The Securities shall be issued initially in the form of one or more global securities registered in the name of Cede & Co., as nominee of The Depository Trust Company ("DTC"), and will be held by the Trustee as custodian for DTC. The Securities shall be subject to the procedures of DTC described in the Company's prospectus supplement dated July 29, 1999 relating to the Securities and, except as described in such prospectus supplement, will not be issued in definitive registered form. 6. The principal of and interest on the Securities of such series shall be payable at the office or agency of this Company maintained for such purpose under Section 3.02 of the Indenture in the Borough of Manhattan, the City of New York, or at any other office or agency designated by the Company, for such purpose pursuant to the Indenture; provided, however, that if Securities in definitive registered form are issued, then at the option of the Company payment of interest may be made by check mailed to the address of the person entitled thereto as such address shall appear on the Company's registry books. 7. The Securities of such series shall not be redeemable prior to maturity. 8. The Securities of such series shall be issuable in denominations of One Thousand Dollars ($1,000) and any integral multiples thereof. 9. The Securities shall be issuable at a price such that this Company shall receive $293,766,000 after an underwriting discount of $2,625,000. 10. The Securities shall be subject to defeasance and discharge and to defeasance of certain obligations as set forth in the Indenture. FURTHER RESOLVED, that the Securities of such series are declared to be issued under the Indenture and subject to the provisions hereof; FURTHER RESOLVED, that the Chairman of the Board, the President or any Vice President of the Company is authorized to execute, on the Company's behalf and in its name, and the Secretary or any Assistant Secretary of the Company is authorized to attest to such execution and under the Company's seal (which may be in the form of a facsimile of the Company's seal), $300,000,000 aggregate principal amount of the Securities of such series (and in addition Securities to replace lost, stolen, mutilated or destroyed Securities and Securities required for exchange, substitution or transfer, all as provided in the Indenture) in fully registered form in substantially the form of the debenture filed as an exhibit to the Company's Registration Statement on Form S-3 (No. 33-56043), but with such changes and insertions therein as are appropriate to conform the Securities to the terms set forth herein or otherwise as the respective officers executing the Securities shall approve and as are not inconsistent with these resolutions, such approval to be conclusively evidenced by such officer's execution and delivery of such Securities, and to deliver such Securities to the Trustee for authentication, and the Trustee is authorized and directed thereupon to authenticate and deliver the same to or upon the written order of this Company as provided in the Indenture; FURTHER RESOLVED, that the signatures of the Company officers so authorized to execute the Securities of such series may be the manual or facsimile signatures of the present or any future authorized officers and may be imprinted or otherwise reproduced thereon, and the Company for such purpose adopts each facsimile signature as binding upon it notwithstanding the fact that at the time the respective Securities shall be authenticated and delivered or disposed of, the individual so signing shall have ceased to hold such office; FURTHER RESOLVED, that Merrill Lynch, Pierce, Fenner & Smith Incorporated and Salomon Smith Barney Inc. are appointed as the underwriters for the issuance and sale of the Securities of such series, and the Chairman of the Board, the President or any Vice President of the Company is authorized, in the Company's name and on its behalf, to execute and deliver an Underwriting Agreement, substantially in the form heretofore approved by the Company's Board of Directors, with such underwriters, with such changes and insertions therein as are appropriate to conform such Underwriting Agreement to the terms set forth herein or otherwise as the officer executing such Underwriting Agreement shall approve and as are not inconsistent with these resolutions, such approval to be conclusively evidenced by such officer's execution and delivery of the Underwriting Agreement; FURTHER RESOLVED, that The First National Bank of Chicago, the Trustee under the Indenture, is appointed trustee for Securities of such series, and as Agent of this Company for the purpose of effecting the registration, transfer and exchange of the Securities of such series as provided in the Indenture, and the corporate trust office of The First National Bank of Chicago in the Borough of Manhattan, The City of New York is designated pursuant to the Indenture as the office or agency of the Company where such Securities may be presented for registration, transfer and exchange and where notices and demands to or upon this Company in respect of the Securities and the Indenture may be served; FURTHER RESOLVED, that The First National Bank of Chicago is appointed Paying Agent of this Company for the payment of interest on and principal of the Securities of such series, and the corporate trust office of The First National Bank of Chicago, is designated, pursuant to the Indenture, as the office or agency of the Company where Securities may be presented for payment; and FURTHER RESOLVED, that each of the Company's officers is authorized and directed, on behalf of the Company and in its name, to do or cause to be done everything such officer deems advisable to effect the sale and delivery of the Securities of such series pursuant to the Underwriting Agreement and otherwise to carry out the Company's obligations under the Underwriting Agreement, and to do or cause to be done everything and to execute and deliver all documents as such officer deems advisable in connection with the execution and delivery of the Underwriting Agreement and the execution, authentication and delivery of such Securities (including, without limiting the generality of the foregoing, delivery to the Trustee of the Securities for authentication and of requests or orders for the authentication and delivery of Securities). Dated: July 29, 1999 /s/ Richard A. Manoogian ---------------------------------------- Richard A. Manoogian /s/ Wayne B. Lyon ---------------------------------------- Wayne B. Lyon /s/ John A. Morgan ---------------------------------------- John A. Morgan Permanent Global Registered Fixed Rate Security THIS DEBENTURE IS A GLOBAL SECURITY AND IS REGISTERED IN THE NAME OF A DEPOSITORY OR A NOMINEE THEREOF. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR DEBENTURES IN CERTIFICATED FORM, THIS DEBENTURE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC") TO A NOMINEE OF DTC OR BY DTC OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITORY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITORY. UNLESS THIS DEBENTURE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF DTC TO MASCO CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY DEBENTURE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. MASCO CORPORATION 7-3/4% Debenture Due August 1, 2029 REGISTERED CUSIP No. 574599AT3 No. R-1 Masco Corporation, a corporation duly organized and existing under the laws of the State of Delaware (herein referred to as the "Company"), for value received, hereby promises to pay to CEDE & CO. or registered assigns, at the office or agency of the Company in the Borough of Manhattan, The City of New York, the principal sum of ONE HUNDRED MILLION DOLLARS ($100,000,000) on August 1, 2029, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts, and to pay interest, semi-annually on February 1 and August 1 of each year, on said principal sum at said office or agency, in like coin or currency, at the rate per annum specified in the title of this Debenture, from the February 1 or August 1, as the case may be, next preceding the date of this Debenture to which interest has been paid or duly provided for, unless the date hereof is a date to which interest has been paid or duly provided for, in which case from the date of this Debenture, or unless no Interest has been paid or duly provided for on the Debentures since the original issue date (as defined in the Indenture referred to on the reverse hereof) of this Debenture, in which case from the original issue date, until payment of said principal sum has been made or duly provided for. Notwithstanding the foregoing, if the date hereof is after January 15 or July 15, as the case may be, and before the following February 1 or August 1, this Debenture shall bear interest from such February 1 or August 1; provided, however, that if the Company shall default in the payment of interest on such February 1 or August 1, then this Debenture shall bear interest from the next preceding February 1 or August 1 to which interest has been paid or duly provided for, or, if no interest has been paid or duly provided for on the Debentures since the original issue date (as defined in such Indenture) of this Debenture, from the original issue date hereof. The interest so payable on any February 1 or August 1 will, subject to certain exceptions provided in such Indenture, be paid to the person in whose name this Debenture is registered at the close of business on the January 15 or July 15, as the case may be, next preceding such February 1 or August 1, whether or not such January 15 or July 15 is a business day, and may, at the option of the Company, be paid by check mailed to the registered address of such person. Reference is made to the further provisions of this Debenture set forth on the reverse hereof. Such further provisions shall for all purposes have the same effect as though fully set forth at this place. This Debenture shall not be valid or become obligatory for any purpose until the certificate of authentication hereon shall have been signed by or on behalf of the Trustee under such Indenture. ****[end of page 2]*** IN WITNESS WHEREOF, Masco Corporation has caused this instrument to be executed in its corporate name by the manual or facsimile signature of its Chairman of the Board or its President and imprinted with a manual or facsimile of its corporate seal, attested by the manual or facsimile signature of its Secretary or an Assistant Secretary. Dated: August 3, 1999 Masco Corporation By ------------------------------------- Chairman of the Board Attest By ------------------------------------- Secretary CERTIFICATE OF AUTHENTICIATION This is one of the securities of the series designated therein referred to in the within-mentioned indenture. THE FIRST NATIONAL BANK OF CHICAGO, AS TRUSTEE BY ------------------------------------- AUTHORIZED OFFICER REVERSE OF DEBENTURES This Debenture is one of a duly authorized issue of debentures, notes, bonds or other evidences of indebtedness of the Company (hereinafter called the "Securities") of the series hereinafter specified, all issued or to be issued under and pursuant to an indenture dated as of December 1, 1982 (herein called the "Indenture"), duly executed and delivered by the Company to The First National Bank of Chicago (as successor trustee to Morgan Guaranty Trust Company of New York), Trustee (herein called the "Trustee"), to which Indenture and all indentures supplemental thereto reference is hereby made for a description of the rights, limitations of rights, obligations, duties and immunities thereunder of the Trustee, the Company and holders of the Securities. The Securities may be issued in one or more series, which different series may be issued in various aggregate principal amounts, may mature at different times, may bear interest (if any) at different rates, may be subject to different redemption provisions (if any), may be subject to different sinking, purchase or analogous funds (if any), may be subject to different covenants and Events of Default and may otherwise vary as in the Indenture provided. This Debenture is one of a series designated as the 7-3/4% Debentures Due August 1, 2029 of the Company, limited in aggregate principal amount to $300,000,000. In case an Event of Default with respect to the 7-3/4% Debentures Due August 1, 2029 shall have occurred and be continuing, the principal hereof may be declared, and upon such declaration shall become due and payable, in the manner, with the effect and subject to the conditions provided in the Indenture. The Indenture contains provisions permitting the Company and the Trustee, with the consent of the holders of not less than 66-2/3% in aggregate principal amount of the Securities at the time outstanding of all series to be affected (voting as a class), evidenced as in the Indenture provided, to execute supplemental indentures adding any provisions to or changing in any manner or eliminating any of the provisions of the Indenture or of any supplemental indenture or modifying in any manner the rights of the holders of the Securities of each such series; provided, however, that no such supplemental indenture shall (i) extend the final maturity of any Security, or reduce the rate or extend the time of payment of interest thereon, or reduce the principal amount thereof or any premium thereon, or reduce any amount payable on redemption thereof or make the principal thereof or any interest of premium thereon payable in any coin or currency other than that hereinbefore provided, or impair or affect the right of any holder to institute suit for payment thereof or the right of repayment, if any, at the option of the holder, without the consent of the holder of each Security so affected, or (ii) reduce the aforesaid principal amount of Securities of all series to be affected, the holders of which are required to consent to any such supplemental indenture, without the consent of the holders of all Securities so affected then outstanding. It is also provided in the Indenture that, with respect to certain defaults or Events of Default regarding the Securities of any series, prior to any declaration accelerating the maturity of such Securities, the holders of a majority in aggregate principal amount of the Securities of such series at the time outstanding (or, in the case of certain defaults or Events of Default, all the Securities) may on behalf of the holders of all of the Securities of such series (or all the Securities, as the case may be) waive any such past default or Event of Default under the Indenture and its consequences except a default in the payment of principal of, premium, if any, or interest, if any, on any of the Securities. Any such consent or waiver by the holder of this Debenture (unless revoked as provided in the Indenture) shall be conclusive and binding upon such holder and upon all future holders and owners of this Debenture and any Debentures which may be issued in exchange or transfer hereof or in substitution herefor, irrespective of whether or not any notation thereof is made upon this Debenture or such other Debentures. No reference herein to the Indenture and no provision of this Debenture or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Debenture at the place, at the respective times, at the rate and in the coin or currency herein prescribed. The Debentures are issuable in registered form without coupons in denominations of $1,000 and any multiple of $1,000. Upon due presentment for registration of transfer of this Debenture at the office or agency of the Company for such registration in the Borough of Manhattan, The City of New York, or any other location or locations as may be provided for pursuant to the Indenture, a new Debenture or Debentures of authorized denominations for an equal aggregate principal amount will be issued to the transferee in exchange therefor, subject to the limitations provided in the Indenture, without charge except for any tax or other governmental charge imposed in connection therewith. The Debentures may not be redeemed prior to maturity. The Debentures will be subject to defeasance and discharge and to defeasance of certain obligations as set forth in the Indenture. The Company, the Trustee and any agent of the Company or the Trustee may deem and treat the holder hereof as the absolute hereof (whether or not this Debenture shall be overdue and notwithstanding any notation of ownership or other writing hereon), for the purpose of receiving payment of or on account of the principal hereof and, subject to the provisions on the face hereof, interest hereon, and for all other purposes, and neither the Company nor the Trustee nor any such agent shall be affected by any notice to the contrary. All payments made to or upon the order of such holder shall, to the extent of the sum or sums paid, effectually satisfy and discharge liability for moneys payable hereon. No recourse for the payment of the principal of, or premium, if any, or interest on this Debenture, or for any claim based hereon or otherwise in respect hereof, and no recourse under or upon any obligation, covenant or agreement of the Company in the Indenture or any indenture supplemental thereto or in any Debenture, or because of the creation of any indebtedness represented thereby, shall be had against any incorporator, stockholder, officer or director, as such, past, present or future, of the Company or of any successor corporation, either directly or through the Company or any successor corporation, whether by virtue of any constitution, statute or rule of law or by the enforcement of any assessment or penalty or otherwise, all such liability being, by the acceptance hereof and as part of the consideration for the issue hereof, expressly waived and released. All terms used in this Debenture which are defined in the Indenture shall have the respective meanings ascribed to them therein. This Debenture shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be construed in accordance with and governed by the laws of that State. ****[end of page 6]**** The following abbreviations, where such abbreviations appear on this certificate, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIF GIFT MIN ACT - _______________ Custodian _______________ (Cust) (Minor) under Uniform Gifts to Minors Act _______________ (State) Additional abbreviations may also be used though not in the above list. FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE - -------------------------------------------------------------------------------- the within Debenture of MASCO CORPORATION and hereby does irrevocably constitute and appoint _________________________________________________ Attorney to transfer the said Debenture on the books of the within-named Company, with full power of substitution in the premises. Dated ______________ ____________________________________________________ NOTICE: THE SIGNATURE TO THIS AGREEMENT MUST CORRESPOND WITH THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE IN EVERY PARTICULAR WITHOUT ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATEVER. EX-4.A.II 3 k90992exv4wawii.txt AGREEMENT OF APPOINTMENT AND ACCEPTANCE OF SUCCESSOR TRUSTEE Exhibit 4.a.ii AGREEMENT OF APPOINTMENT AND ACCEPTANCE OF SUCCESSOR TRUSTEE THIS AGREEMENT dated as of July 25, 1994 (the "Agreement"), is among Masco Corporation (the "Company"), Morgan Guaranty Trust Company of New York ("Morgan") and The First National Bank of Chicago ("First Chicago"). WHEREAS, Section 6.10 of the Indenture dated as of December 1, 1982 between the Company and Morgan (the "Indenture") provides that the Trustee thereunder may resign at any time by giving written notice of such resignation to the Company; WHEREAS, Morgan gave such written notice, dated July 11, 1994, to the Company. WHEREAS, Section 6.10 of the Indenture provides that in case the Trustee shall resign, the Company shall promptly appoint a successor Trustee thereunder; WHEREAS, the Company's Board of Directors authorized the appointment of First Chicago as successor Trustee under the Indenture; and WHEREAS, Section 6.11 of the Indenture provides that any successor Trustee appointed thereunder shall execute, acknowledge and deliver to the Company and the resigning Trustee thereunder an instrument accepting such appointment, and thereupon the resignation of such resigning Trustee shall become effective and such successor Trustee, without any further act, deed or conveyance, shall become vested with all the rights, powers, trusts, immunities, duties and obligations of the resigning Trustee thereunder, with like effect as if originally named as Trustee therein. NOW THEREFORE, KNOW ALL MEN BY THESE PRESENTS, that for and in consideration of the premises and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, Morgan and First Chicago hereby covenant and agree as follows: 1. The Company hereby accepts the resignation of Morgan as Trustee under the Indenture, such resignation to become effective at the close of business on the date hereof. From the close of business on the date hereof and except as otherwise provided for herein, Morgan shall have no further responsibility for the exercise of the rights and powers or for the performance of the trusts and duties vested in the Trustee under the Indenture. 2. Pursuant to Section 6.10 of the Indenture, and in accordance with the resolutions duly adopted by the Company's Board of Directors, the Company hereby confirms its appointment of First Chicago as successor Trustee under the Indenture, effective as of the close of business on the date hereof, and hereby vests in First Chicago all the rights, powers, trusts, immunities, duties and obligations which Morgan now holds under and by virtue of the Indenture with like effect as if originally named as Trustee in the Indenture. 3. First Chicago hereby represents that it is qualified and eligible under Article Six of the Indenture and under the Trust Indenture Act of 1939, as amended, to accept appointment as successor Trustee under the Indenture. 4. First Chicago hereby accepts, as of the close of business on the date hereof, its appointment as successor Trustee under the Indenture and assumes the rights, powers, trusts, immunities, duties and obligations which Morgan now holds under and by virtue of the Indenture, upon the terms and conditions set forth therein. 5. In accordance with Section 6.11 of the Indenture, Morgan hereby confirms, assigns, transfers and sets over to First Chicago, as successor Trustee under the Indenture, all rights, powers, trusts, immunities, duties and obligations which Morgan now holds under and by virtue of the Indenture, and does hereby assign, transfer and deliver to First Chicago, as such Trustee, all property and money held by Morgan as Trustee under the Indenture. 6. In accordance with Section 6.11 of the Indenture, the Company and Morgan, for the purpose of more fully and certainly vesting in and confirming to First Chicago, as successor Trustee under the Indenture, the rights, powers, trusts, immunities, duties and obligations of such Trustee with like effect as if originally named as Trustee in the Indenture, agree upon reasonable request of First Chicago to execute, acknowledge and deliver such further instruments of conveyance and further assurance and to do such other things as may be reasonably required for more fully and certainly vesting and confirming in First Chicago all rights, powers, trusts, immunities, duties and obligations which Morgan now holds under and by virtue of the Indenture. 7. Promptly after the execution hereof, Morgan shall mail the notice of the resignation of Morgan and the succession of First Chicago as successor Trustee in accordance with Sections 6.10 and 6.11 of the Indenture. Such notice shall be in the form attached hereto as Exhibit A. 8. This Agreement may be executed in any number of counterparts all of which taken together shall constitute one and the same Agreement, and any of the parties hereto may execute this Agreement by signing any such counterpart. 9. This Agreement shall be governed by the laws of the State of New York, both in interpretation and performance. 10. Unless otherwise defined, all terms used herein with initial capital letters shall have the meaning given them in the Indenture. 11. Morgan hereby represents and warrants to First Chicago that: (a) no covenant or condition contained in the Indenture has been waived by Morgan or, to the best of the knowledge of the officers assigned to Morgan's Corporate Trust Department, by the Holders of the percentage in aggregate principal amount of the Securities required by the Indenture to effect any such waiver; (b) there is no action, suit or proceeding pending or, to the best of the knowledge of the officers assigned to Morgan's Corporate Trust Department, threatened against Morgan before any court or any governmental authority arising out of any action or omission by Morgan as 2 Trustee under the Indenture; (c) to the best of the knowledge of the officers assigned to Morgan's Corporate Trust Department, no Event of Default, or event which, with the giving of notice or passage of time or both, would become an Event of Default, has occurred and is continuing; and (d) Morgan has furnished, or as promptly as practicable will furnish, to First Chicago originals of all documents relating to the trust created by the Indenture and all material information in its possession relating to the administration and status thereof and will furnish to First Chicago any of such documents or information First Chicago may reasonably request, provided that First Chicago will make available to Morgan as promptly as practicable following the request of Morgan any such original documents which Morgan may need to defend against any action, suit or proceeding against Morgan as Trustee or which Morgan may need for any other proper purpose. 12. The Company hereby represents and warrants to First Chicago and Morgan that no Event of Default, or event which, with the giving of noticed or passage of time or both, would become an Event of Default, has occurred and is continuing. 13. Except as hereinabove expressly set forth, all other terms and provisions set forth in the Indenture shall remain in full force and effect and without any change whatsoever being made hereby. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and acknowledged as of the date first written above. MASCO CORPORATION By: /s/ Gerald Bright ------------------------------------ Name: Gerald Bright Title: Vice President [Seal] Attest: /s/ Eugene A. Gargaro, Jr. - ------------------------------------- Secretary MORGAN GUARANTY TRUST COMPANY OF NEW YORK, as resigning Trustee By: /s/ David K. Leverich ------------------------------------ Name: David K. Leverich Title: Vice President [Seal] Attest: /s/ M. E. McNulty - ------------------------------------- Assistant Secretary 3 THE FIRST NATIONAL BANK OF CHICAGO, as successor Trustee By: /s/ R. D. Manella ------------------------------------ Name: R. D. Manella Title: Vice President [Seal] Attest: /s/ Jamie Arlow - ------------------------------------- Trust Officer 4 State of Michigan ) ) ss County of Wayne ) On the 22nd day of July, 1994, before me personally came Gerald Bright, to me known, who, being by me duly sworn, did depose and say that he is a Vice President of Masco Corporation, the corporation described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it is so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. /s/ Nancy S. Steinrock ---------------------------------------- Nancy S. Steinrock Notary Public Wayne County, Michigan My Comm Exp.: Nov. 9, 1994 [NOTARIAL SEAL] State of New York ) ) ss County of New York ) On the 22nd day of July, 1994, before me personally came David K. Leverich, to me known, who, being by me duly sworn, did depose and say that he is a Vice President of Morgan Guaranty Trust Company of New York, the corporation described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. /s/ Thomas J. Courtney ---------------------------------------- Thomas J. Courtney Notary Public State of New York No. 24-4996233 Qualified in Kings County My Comm Exp.: May 11, 1996 [NOTARIAL SEAL] 5 State of Illinois ) ) ss County of Cook ) On the 22nd day of July, 1994, before me personally came R. D. Manella, to me known, who, being by me duly sworn, did depose and say that he is a Vice President of The First National Bank of Chicago, the corporation described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. /s/ C. J. Bertelson ---------------------------------------- C. J. Bertelson Notary Public State of Illinois My Comm Exp.: Sept. 1, 1997 [NOTARIAL SEAL] 6 Exhibit A NOTICE OF RESIGNATION OF TRUSTEE AND APPOINTMENT OF SUCCESSOR TRUSTEE To the Holders of the following Securities of Masco Corporation: 9% Notes Due April 15, 1996 9% Notes Due October 1, 2001 6% Notes Due June 15, 1995 6% Notes Due September 15, 1999 7% Debentures Due August 15, 2013 6% Notes Due September 15, 2003 NOTICE IS HEREBY GIVEN THAT, pursuant to Sections 6.10 and 6.11 of the Indenture (the "Indenture") dated as of December 1, 1982 between Masco Corporation (the "Company") and Morgan Guaranty Trust Company of New York ("Morgan Guaranty"), under which the above-referenced Securities were issued. 1. Morgan Guaranty has resigned as Trustee under the Indenture. 2. The Company has appointed The First National Bank of Chicago ("First Chicago") as successor Trustee under the Indenture, and First Chicago has accepted such appointment. 3. The following is the office or agency of the Company where securities issued under the Indenture may be presented for payment, or presented for registration of transfer or for exchange as provided in the Indenture and where notices and demands to or upon the Company in respect of any of the Securities issued under the Indenture or the Indenture may be served: The First National Bank of Chicago c/o First Chicago Trust Company of New York 14 Wall Street, 8th Floor New York, New York 10005 Attention: Corporate Trust Administration Dated: July 25, 1994 MASCO CORPORATION MORGAN GUARANTY TRUST COMPANY OF NEW YORK 7 EX-4.A.III 4 k90992exv4wawiii.txt SUPPLEMENTAL INDENTURE DATED AS OF JULY 26, 1994 Exhibit 4.a.iii SUPPLEMENTAL INDENTURE THIS SUPPLEMENTAL INDENTURE, dated as of July 26, 1994, between Masco Corporation, a Delaware corporation (the "Company"), and The First National Bank of Chicago, as trustee (the "Trustee"). WHEREAS, the Company entered into an Indenture dated as of December 1, 1982 with Morgan Guaranty Trust Company (the "Indenture"); WHEREAS, the Trustee is the successor trustee under the Indenture; and WHEREAS, Section 9.01(e) the Indenture provides for supplemental indentures to make changes, provided such action does not adversely affect the interests of the holders of the Securities. NOW, THEREFORE, the parties agree as follows: 1. Section 6.10 of the Indenture shall be amended by inserting the following as a new subparagraph (e): "(e) Notwithstanding the provisions of Section 6.12, in connection with any sale or proposed sale of all or any portion of the corporate trust business of any Trustee hereunder or any other transaction that would result in a change of control of such corporate trust business, and provided that no Event of Default exists, the Company may remove the Trustee and appoint a successor trustee by written instrument, in duplicate, executed by order of the Board of Directors, one copy of which instrument shall be delivered to the Trustee so removed and one copy to the successor trustee. Any removal of the Trustee and appointment of a successor trustee pursuant to the foregoing shall become effective upon acceptance of appointment by the successor trustee as provided in Section 6.11." 2. Except as hereinabove expressly set forth, all other terms and provisions set forth in the Indenture shall remain in full force and effect and without any change whatsoever being made hereby. IN WITNESS WHEREOF, the parties have caused this Supplemental Indenture to be executed and acknowledged as of the date first written above. MASCO CORPORATION By: /s/ Gerald Bright ------------------------------------ Name: Gerald Bright Title: Vice President [Seal] Attest: /s/ Eugene A. Gargaro, Jr. - ------------------------------- Secretary THE FIRST NATIONAL BANK OF CHICAGO By: /s/ R.D. Manella ------------------------------------ Name: R.D. Manella Title: Vice President [Seal] Attest: /s/ Jamie Arlow - ------------------------------- Trust Officer State of Michigan ) ) ss County of Wayne ) On the 22nd day of July, 1994, before me personally came Gerald Bright, to me known, who, being by me duly sworn, did depose and say that he is a Vice President of Masco Corporation, the corporation described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. /s/ Nancy S. Steinrock ---------------------------------------- Nancy S. Steinrock Notary Public Wayne County, Michigan My Comm. Exp.: Nov. 9, 1994 [NOTARIAL SEAL] -2- State of Illinois ) ) ss County of Cook ) On the 22nd day of July, 1994, before me personally came R.D, Manella, to me known, who, being by me duly sworn, did depose and say that he is a Vice President of The First National Bank of Chicago, the corporation described in and which executed the above instrument; that he knows the corporate seal of said corporation; that the seal affixed to the said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors of said corporation; and that he signed his name thereto by like authority. /s/ C.J. Bertelson ---------------------------------------- C.J. Bertelson Notary Public State of Illinois My Comm. Exp.: Sept 1, 1997 [NOTARIAL SEAL] -3- EX-4.B.I 5 k90992exv4wbwi.txt INDENTURE DATED AS OF FEBRUARY 12, 2001 EXHIBIT 4.b.i Resolutions of the Pricing Committee of the Board of Directors of MASCO CORPORATION Approving the Creation of a Series of Securities March 2, 2004 WHEREAS, Masco Corporation, a Delaware corporation (the "Company") desires to create a particular series of securities under the indenture dated as of February 12, 2001 (the "Indenture"), with J.P. Morgan Trust Company, National Association (as successor in interest to Bank One Trust Company, National Association), as trustee (the "Trustee"), providing for the issuance from time to time of unsecured debentures, notes or other evidences of indebtedness of this Company ("Securities") in one or more series under such Indenture; WHEREAS, the Company proposes to sell the Securities of such series, which will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), to Merrill, Lynch, Pierce, Fenner & Smith Incorporated (the "Initial Purchaser"), which will offer and sell the Securities to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A under the Securities Act; and WHEREAS, capitalized terms used in these resolutions and not otherwise defined are used with the same meaning ascribed to such terms in the Indenture; THEREFORE, BE IT RESOLVED, that there is established a series of Securities under the Indenture the terms of which shall be as follows: 1. The Securities of such series shall be designated as the "Floating Rate Notes Due 2007." 2. The aggregate principal amount of Securities of such series which may be authenticated and delivered under the Indenture is limited to Three Hundred Million Dollars ($300,000,000), except for Securities of such series authenticated and delivered upon registration of, transfer of, or in exchange for, or in lieu of, other Securities of such series pursuant to Sections 3.04, 3.05, 3.06, 9.06 or 11.07 of the Indenture. 3. The Securities of such series shall be substantially in the form of Exhibit A hereto with such changes and insertions therein as are appropriate to conform such Securities to the terms set forth herein or otherwise as the officers executing such Securities shall approve and as are not inconsistent with these resolutions, such approval to be conclusively evidenced by such officer's execution and delivery of such Securities. 4. The Securities shall be sold to the Initial Purchaser at a purchase price of 99.70% of the principal amount thereof plus accrued interest, if any, to the date on which the securities are issued, such that the Company shall receive at least Two Hundred Ninety-Nine Million One Hundred Thousand Dollars ($299,100,000). FURTHER RESOLVED, that the Securities of such series are declared to be issued under the Indenture and subject to the provisions hereof; FURTHER RESOLVED, that the Chairman of the Board, the President or any Vice President of the Company is authorized to execute, on the Company's behalf and in its name, and the Secretary or any Assistant Secretary of the Company is authorized to attest to such execution and under the Company's seal (which may be in the form of a facsimile of the Company's seal), $300,000,000 aggregate principal amount of the Securities of such series (and in addition Securities to replace lost, stolen, mutilated or destroyed Securities and Securities required for exchange, substitution or transfer, all as provided in the Indenture) and to deliver such Securities to the Trustee for authentication, and the Trustee is authorized and directed thereupon to authenticate and deliver the same to or upon the written order of this Company as provided in the Indenture; FURTHER RESOLVED, that the signatures of the Company officers so authorized to execute the Securities of such series may be the manual or facsimile signatures of the present or any future authorized officers and may be imprinted or otherwise reproduced thereon, and the Company for such purpose adopts each facsimile signature as binding upon it notwithstanding the fact that at the time the respective Securities shall be authenticated and delivered or disposed of, the individual so signing shall have ceased to hold such office; FURTHER RESOLVED, that the Securities shall be sold to Merrill Lynch, Pierce, Fenner & Smith Incorporated as the Initial Purchaser of the Securities of such series, to be sold to qualified institutional buyers as that term is described in Rule 144A of the Securities Act; and the Chairman of the Board, the President or any Vice President of the Company is authorized, in the Company's name and on its behalf, to execute and deliver a Purchase Agreement, substantially in the form attached as Exhibit B, with such Initial Purchaser, with such changes and insertions therein as are appropriate to conform such Purchase Agreement to the terms set forth herein or otherwise as the officer executing such Purchase Agreement shall approve and as are not inconsistent with these resolutions, such approval to be conclusively evidenced by such officer's execution and delivery of the Purchase Agreement; FURTHER RESOLVED, that J.P. Morgan Trust Company, National Association, the Trustee under the Indenture, is appointed trustee for Securities of such series, and as Agent of this Company for the purpose of effecting the registration, transfer and exchange of the Securities of such series as provided in the Indenture, and the corporate trust office of J.P. Morgan Trust Company, National Association, in Chicago, Illinois is designated pursuant to the Indenture as the office or agency of the Company where such Securities may be presented for registration, transfer and exchange and where notices and demands to or upon this Company in respect of the Securities and the Indenture may be served; FURTHER RESOLVED, that J.P. Morgan Trust Company, National Association, is appointed Paying Agent of this Company for the payment of interest on and principal of the Securities of such series and Calculation Agent for the purpose of calculating the applicable interest rate or rates of the Securities of such series in accordance with the terms of the Securities and the Indenture, and the corporate trust office of J.P. Morgan Trust Company, National Association, is designated, pursuant to the Indenture, as the office or agency of the Company where Securities may be presented for payment; and FURTHER RESOLVED, that each of the Company's officers is authorized and directed, on behalf of the Company and in its name, to do or cause to be done everything such officer deems advisable to effect the sale and delivery of the Securities of such series pursuant to the Purchase Agreement and otherwise to carry out the Company's obligations under the Purchase Agreement, and to do or cause to be done everything and to execute and deliver all documents as such officer deems advisable in connection with the execution and delivery of the Purchase Agreement and the execution, authentication and delivery of such Securities (including, without limiting the generality of the foregoing, delivery to the Trustee of the Securities for authentication and of requests or orders for the authentication and delivery of Securities). FACE OF GLOBAL SECURITY UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, 55 WATER STREET, NEW YORK, NEW YORK (THE "DEPOSITARY"), TO MASCO CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD IN VIOLATION OF SUCH ACT. THE HOLDER (AND EACH BENEFICIAL OWNER) HEREOF, BY ITS ACCEPTANCE HEREOF (OR ACQUISITION OF A BENEFICIAL INTEREST HEREIN), REPRESENTS THAT IT IS ACQUIRING THIS SECURITY FOR INVESTMENT AND NOT WITH A VIEW TO ANY SALE OR DISTRIBUTION HEREOF. THIS SECURITY (OR ANY BENEFICIAL INTEREST HEREIN) MAY BE TRANSFERRED ONLY PURSUANT TO ONE OF THE FOLLOWING METHODS: (1) TO MASCO CORPORATION OR THE INITIAL PURCHASER, (2) SO LONG AS THIS SECURITY IS ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A"), TO A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A, THAT IS PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (4) PURSUANT TO ANOTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, IF AVAILABLE, IN EACH CASE IN ACCORDANCE WITH ALL APPLICABLE SECURITIES LAWS OF THE STATES OF THE UNITED STATES OR ANY OTHER APPLICABLE JURISDICTION. THIS SECURITY AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES FOR RESALES AND OTHER TRANSFERS OF THIS SECURITY TO REFLECT ANY CHANGE IN APPLICABLE LAW OR REGULATION (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO THE RESALE OR TRANSFER OF RESTRICTED SECURITIES GENERALLY. THE HOLDER (AND EACH BENEFICIAL OWNER) OF THIS SECURITY SHALL BE DEEMED, BY THE ACCEPTANCE OF THIS SECURITY (OR ACQUISITION OF A BENEFICIAL INTEREST HEREIN), TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT. ALTHOUGH THE INITIAL PURCHASER MAY REPURCHASE SECURITIES, IT IS NOT OBLIGATED TO DO SO. 2 MASCO CORPORATION Floating Rate Notes Due 2007 $300,000,000 CUSIP No. 574599BA3 Masco Corporation, a corporation duly organized and existing under the laws of Delaware (herein called the "COMPANY," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to CEDE & CO. or registered assigns, the principal sum of Three Hundred Million Dollars on March 9, 2007 (the "MATURITY DATE"), and to pay a floating interest rate, subject to adjustment as provided herein, quarterly in arrears on March 9, June 9, September 9 and December 9 (each an "INTEREST PAYMENT DATE"), and on the Maturity Date. If any of the Interest Payment Dates listed above falls on a day that is not a LIBOR Business Day, as defined herein, the Company will postpone the Interest Payment Date to the next succeeding LIBOR Business Day unless that LIBOR Business Day is in the next succeeding calendar month, in which case the Interest Payment Date will be the immediately preceding LIBOR Business Day. Interest on the Securities will be computed on the basis of a 360 day year for the actual number of days elapsed. Payment of the principal of and interest on this Security will be made at the office or agency of the Company maintained for that purpose, in such coin or currency of the United States of America as at the time of payment shall be legal tender for the payment of public and private debts. At the option of the Company, interest may be paid by check to the registered holder hereof entitled thereto at his last address as it appears on the registry books, and principal may be paid by check to the registered holder or other person entitled thereto against surrender of this Security. Interest on the Securities will accrue from, and including March 9, 2004, to, and excluding, the first Interest Payment Date and then from, and including, the immediately preceding Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the Maturity Date, as the case may be. Each of these periods is referred to herein as an "INTEREST PERIOD." The amount of accrued interest that the Company will pay for any Interest Period will be calculated by multiplying the face amount of the Security by the accrued interest factor. The accrued interest factor is computed by adding the interest factor calculated for each day from March 9, 2004, or from the last date the Company paid interest, to the date for which accrued interest is calculated. The interest factor for each day will be computed by dividing the interest rate applicable to that day by 360. If the Maturity Date of the Securities falls on a day that is not a LIBOR Business Day, the Company will pay principal and interest on the next succeeding LIBOR Business Day, and that payment will be deemed as made on the date that 3 the payment was due. No interest will accrue on the payment for the period from and after the Maturity Date to the date the Company makes the payment on the next succeeding LIBOR Business Day. The interest payable by the Company on a Security on any Interest Payment Date, subject to certain exceptions, will be paid to the person in whose name the Security is registered at the close of business on the fifteenth calendar day, whether or not a LIBOR Business Day, immediately preceding the Interest Payment Date (the "REGULAR RECORD DATE"). Interest that the Company pays on the Maturity Date, will be payable to the person to whom the principal will be payable. "LIBOR BUSINESS DAY" means any day except a Saturday, a Sunday or a legal holiday in The City of New York on which banking institutions are authorized or required by law, regulation or executive order to close; provided that the day is also a London Business Day. "LONDON BUSINESS DAY" means any day on which dealings in United States dollars are transacted in the London interbank market. The interest rate on the Securities will be calculated by the calculation agent appointed by the Company and will be equal to LIBOR plus .25%. The calculation agent will reset the interest rate on each Interest Payment Date, and on March 9, 2004, each of which is referred to herein as an interest reset date ("INTEREST RESET DATE"). The second London Business Day preceding an Interest Reset Date will be the interest determination date ("INTEREST DETERMINATION DATE") for that Interest Reset Date. The interest rate in effect on each day that is not an Interest Reset Date will be the interest rate determined as of the Interest Determination Date pertaining to the immediately preceding Interest Reset Date. The interest rate in effect on any day that is an Interest Reset Date will be the interest rate determined as of the Interest Determination Date pertaining to that Interest Reset Date. "LIBOR" will be determined by the calculation agent in accordance with the following provisions: (a) With respect to any Interest Determination Date, LIBOR will be the rate for deposits in the United States dollars having a maturity of three months commencing on the first day of the applicable interest period that appears on the Telerate Page 3750 as of 11:00 A.M., London time, on the Interest Determination Date. If no rate appears, LIBOR, in respect to that Interest Determination Date, will be determined in accordance with the provisions described in (b) below. (b) With respect to an Interest Determination Date on which no rate appears on Telerate Page 3750, as specified in (a) above, the calculation agent will request the principal London offices of each of four major reference banks in the London interbank market, as selected by the calculation agent, to provide the calculation agent with its offered quotation for deposits in United States 4 dollars for the period of three months, commencing on the first day of the applicable interest period, to prime banks in the London interbank market at approximately 11:00 A.M., London time, on that Interest Determination Date and in a principal amount that is representative for a single transaction in United States dollars in that market at that time. If at least two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of those quotations. If fewer than two quotations are provided, then LIBOR on the Interest Determination Date will be the arithmetic mean of the rates quoted at approximately 11:00 A.M., in The City of New York, on the Interest Determination Date by three major banks in The City of New York selected by the calculation agent for loans in United States dollars to leading European banks, having a three-month maturity and in a principal amount that is representative for a single transaction in United States dollars in that market at that time; provided, however, that if the banks selected by the calculation agent are not providing quotations in the manner described by this sentence, LIBOR determined as of that Interest Determination Date will be LIBOR in effect on that Interest Determination Date. "TELERATE PAGE 3750" means the display designated as "Page 3750" on Moneyline Telerate, or any successor service, for the purpose of displaying the London interbank rates of major banks for United States dollars. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Security (or one or more Predecessor Securities) is registered at the close of business on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee, notice whereof shall be given to Holders of Securities of this series not less than 10 days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Securities of this series may be listed, and upon such notice as may be required by such exchange, all as more fully provided in said Indenture. The Securities will constitute part of our senior debt and will rank on a parity with all of our other unsecured and unsubordinated debt. Reference is hereby made to the further provisions of this Security set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place. Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 5 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed under its corporate seal. Dated: March 9, 2004 MASCO CORPORATION By: ----------------------------- Timothy Wadhams Attest: --------------------------- Eugene A. Gargaro, Jr. FORM OF TRUSTEE'S CERTIFICATE OF AUTHENTICATION This is one of the Securities of the series designated therein referred to in the within-mentioned Indenture. Date of Authentication: March 9, 2004 J.P. Morgan Trust Company, National Association, as Trustee By: --------------------------------------------- Authorized Officer 6 REVERSE OF SECURITY This Security is one of a duly authorized issue of securities of the Company (herein called the "SECURITIES"), issued and to be issued in one or more series under an Indenture, dated as of February 12, 2001 (herein called the "INDENTURE"), between the Company and J.P. Morgan Trust Company, National Association (as successor in interest to Bank One Trust Company, National Association), as Trustee (herein called the "TRUSTEE," which term includes any successor trustee under the Indenture), to which Indenture and all indentures supplemental thereto reference is hereby made for a statement of the respective rights, limitations of rights, duties and immunities thereunder of the Company, the Trustee and the Holders of the Securities and of the terms upon which the Securities are, and are to be, authenticated and delivered. This Security will be subject to defeasance and discharge and to defeasance of certain obligations as set forth in the Indenture. The Indenture permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company and the Trustee with the consent of the Holders of a majority in principal amount of the Securities at the time Outstanding of each series to be affected. The Indenture also contains provisions permitting the Holders of specified percentages in principal amount of the Securities of each series at the time Outstanding, on behalf of the Holders of all Securities of such series, to waive compliance by the Company with certain provisions of the Indenture and certain past defaults under the Indenture and their consequences. Any such consent or waiver by the Holder of this Security shall be conclusive and binding upon such Holder and upon all future Holders of this Security and of any Security issued upon the registration of transfer hereof or in exchange herefor or in lieu hereof, whether or not notation of such consent or waiver is made upon this Security. As provided in and subject to the provisions of the Indenture, the Holder of this Security shall not have the right to institute any proceeding with respect to the Indenture or for the appointment of a receiver or trustee or for any other remedy thereunder, unless such Holder shall have previously given the Trustee written notice of a continuing Event of Default with respect to the Securities of this series, the Holders of not less than 25% in principal amount of the Securities of this series at the time Outstanding shall have made written request to the Trustee to institute proceedings in respect of such Event of Default as Trustee and offered the Trustee reasonable indemnity, and the Trustee shall not have received from the Holders of a majority in principal amount of Securities of this series at the time Outstanding a direction inconsistent with such request, and shall have failed to institute any such proceeding, for 60 days after receipt of such notice, request and offer of indemnity. The foregoing shall not apply to any suit instituted by the Holder of this Security for the enforcement of any payment of 7 principal hereof or any premium or interest hereon on or after the respective due dates expressed herein. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, which is absolute and unconditional, to pay the principal of (and premium, if any) and interest on this Security herein provided, and at the times, place and rate, and in the coin or currency, herein prescribed. As provided in the Indenture and subject to certain limitations set forth therein and on the face of this Security, the transfer of this Security is registrable in the Security Register, upon surrender of this Security for registration of transfer at the office or agency of the Company in any place where the principal of (and premium, if any) and interest on this Security are payable, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company and the Security Registrar duly executed by, the Holder hereof or his attorney duly authorized in writing, and thereupon one or more new Securities of this series, of authorized denominations and for the same aggregate principal amount, will be issued to the designated transferee or transferees. The Securities of this series are issuable only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain limitations therein set forth, Securities of this series are exchangeable for a like aggregate principal amount of Securities of this series of a different authorized denomination, as requested by the Holder surrendering the same. No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment of a sum sufficient to cover any tax or other governmental charge payable in connection therewith. Prior to due presentment of this Security for registration of transfer, the Company, the Trustee and any agent of the Company or the Trustee may treat the Person in whose name this Security is registered as the owner hereof for all purposes, whether or not this Security be overdue, and neither the Company, the Trustee nor any such agent shall be affected by notice to the contrary. All terms used in this Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 8 EX-10.G 6 k90992exv10wg.txt SUPPLEMENTAL EXECUTIVE RETIREMENT AND DISABILITY PLAN Exhibit 10.g The forms of the Masco Corporation Supplemental Executive Retirement and Disability Plan for named executive officers are filed herewith. The specific terms of individual arrangements for other executive officers vary, but none are more favorable to an executive than those filed herewith. Form for: Richard A. Manoogian John R. Leekley Robert B. Rosowski October 2, 2000 Dear : Our company's Board of Directors has adopted a plan whereby supplemental retirement and other benefits, in addition to those provided under the Company's pension and other benefit plans, will be made available to those Company and subsidiary executives as may be designated from time to time by the company's Chief Executive Officer. The plan providing such benefits, as originally made available to designated executives in 1987 and as subsequently amended from time to time heretofore or in the future, is referred to in this letter as the "Plan". You are currently a participant in the Plan upon the terms of a letter agreement signed by you and dated ________, ________. This Agreement amends and replaces in its entirety your previously signed letter agreement and describes in full your benefits pursuant to the Plan and all of the Company's obligations to you, and yours to the Company. These benefits as described below are contractual obligations of the Company. For the purposes of this Agreement, words and terms are defined as follows: a. "Average Compensation" shall mean the aggregate of your highest three years' total annual cash compensation paid to you by the Company, consisting of (i) base salaries and (ii) regular year-end cash bonuses paid with respect to the years in which such salaries are paid, divided by three, provided, however, (x) if you have on the date of determination less than three full years of employment the foregoing calculation shall be based on the average base salaries and regular year-end cash bonuses paid to you while so employed, and (y) if the determination of Average Page 2 October 2, 2000 Compensation includes any year in which you volunteered to reduce your salary or, as part of a program generally applicable to participants in the Plan, you did not receive an increase in salary compared with the immediately preceding year, the Committee referred to in paragraph 11 shall make a good faith determination of what your Average Compensation would have been absent such salary reduction and absent such generally applicable program. b. A "Change in Control" shall be deemed to have occurred if, during any period of twenty-four consecutive calendar months, the individuals who at the beginning of such period constitute the Company's Board of Directors, and any new directors (other than Excluded Directors) whose election by such Board or nomination for election by stockholders was approved by a vote of at least two-thirds of the members of such Board who were either directors on such Board at the beginning of the period or whose election or nomination for election as directors was previously so approved, for any reason cease to constitute at least a majority of the members thereof. Excluded Directors are directors whose election by the Board or approval by the Board for stockholder election occurred within one year after any "person" or "group of persons" as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 commencing a tender offer for, or becoming the beneficial owner of, voting securities representing 25 percent or more of the combined voting power of all outstanding voting securities of the Company, other than pursuant to a tender offer approved by the Board prior to its commencement or pursuant to stock acquisitions approved by the Board prior to their representing 25 percent or more of such combined voting power. c. "Code" means the Internal Revenue Code of 1986, as amended. d. "Company" shall mean Masco Corporation or any corporation in which Masco Corporation owns directly or indirectly stock possessing in excess of 50% of the total combined voting power of all classes of stock. Page 3 October 2, 2000 e. The "Deferred Compensation Trust" shall mean any trust created by the Company to receive the deposit referred to in clause (2) of paragraph 10. f. "Disability" and "Disabled" shall mean your being unable to perform your duties as a Company executive by reason of your physical or mental condition, prior to your attaining age 65, provided that you have been employed by the Company for two consecutive Years or more at the time you first became Disabled. g. The "Gross-Up Amount" (i) shall be determined if any payment or distribution by the Company to or for your benefit, whether paid, distributed, payable or distributed or distributable pursuant to the terms of this Agreement, any stock option or stock award plan, retirement plan or otherwise (such payment or distribution, other than an Excise Tax Adjustment Payment under clause (ii), is referred to herein as a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties with respect to such excise tax (such excise tax together with any such interest or penalties are referred to herein as the "Excise Tax"), and (ii) shall mean an additional payment (the "Excise Tax Adjustment Payment") in an amount such that after subtracting from the Excise Tax Adjustment Payment your payment of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Excise Tax Adjustment Payment, the balance will be equal to the Excise Tax imposed upon the Payments. All determinations required to be made with respect to the "Gross-Up Amount", including whether an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be made by PricewaterhouseCoopers LLP, or such national accounting firm as the Company may designate prior to a Change in Control, which shall provide detailed supporting calculations to the Company and you. Except as provided in Page 4 October 2, 2000 clause (iv) of paragraph 10, all such determinations shall be binding upon you and the Company. h. "PBGC" shall mean the Pension Benefit Guaranty Corporation. i. "Present Value" of future benefits means the discounted present value of those benefits (including therein the benefits, if any, your Surviving Spouse would be entitled to receive under this Agreement upon your death), using the UP-1984 Mortality Table and discounted by the interest rate used, for purposes of determining the present value of a lump sum distribution on plan termination, by the PBGC on the first day of the month which is four months prior to the month in which a Change in Control occurs (or if the PBGC has ceased publishing such interest rate, such other interest rate as the Board of Directors deems is an appropriate substitute). The above PBGC interest rate is intended to be determined based on PBGC methodology and regulations in effect on September 1, 1993 (as contained in 29 CFR Part 2619). j. "Profit Sharing Conversion Factor" shall be a factor equal to the present value of a life annuity payable at the later of age 65 or attained age based on the 1983 Group Annuity Mortality Table using a blend of 50% of the male mortality rates and 50% of the female mortality rates as set forth in Revenue Ruling 95-6 (or such other mortality table that the Internal Revenue Service may prescribe in the future) and an interest rate equal to the average yield for 30-year Treasury Constant Maturities, as reported in Federal Reserve Statistical Releases G.13 and H.15, four months prior to the month of the date of determination (or, if such interest rate ceases to be so reported, such other interest rate as the Board of Directors deems is an appropriate substitute). k. "Retirement" shall mean your termination of employment with the Company, on or after you attain age 65. Your acting as a consultant shall not be considered employment. Page 5 October 2, 2000 l. "SERP Percentage" of your Average Compensation is 60%. m. "Surviving Spouse" shall be the person to whom you shall be legally married (under the law of the jurisdiction of your permanent residence) at the date of (i) your Retirement or death after attaining age 65 (if death terminated employment with the Company) for the purposes of paragraphs 1, 2 and 3, (ii) your death for the purposes of paragraph 5 and, if paragraph 5 is applicable, for the purposes of paragraph 3,(iii) the commencement of your Disability for the purposes of paragraphs 6 and 7 and, as long as paragraphs 6 or 7 are applicable, for the purposes of paragraph 3, (iv) your termination of employment for the purposes of paragraph 4 and, if paragraph 4 is applicable, for purposes of paragraph 3 and (v) a "Change in Control" for the purposes of paragraph 10 if none of clauses (i) through (iv) has become applicable prior to the Change in Control and, if this clause (v) is applicable, for purposes of paragraph 3. For the purposes of paragraphs 11a, 11e, 11f, 11g, 11h, 11i and 11j, "Surviving Spouse" shall be any spouse entitled to any benefits hereunder. n. If you become Disabled, "Total Compensation" shall mean your annual base salary rate at the time of your Disability plus the regular year-end cash bonus paid to you for the year immediately prior thereto, provided, however, if the determination of Total Compensation is for a year in which you volunteered to reduce your salary or, as part of a program generally applicable to participants in the Plan, you did not receive an increase in salary compared with the immediately preceding year, the Committee referred to in paragraph 11 shall make a good faith determination of what your Total Compensation would have been absent such salary reduction and absent such generally applicable program. o. "Vested Percentage" shall mean the sum of the following percentages: (i) 2% multiplied by your Years of Service, plus (ii) 8% multiplied by the number of Years you have been designated a participant in the Plan; provided, Page 6 October 2, 2000 however, (w) prior to completing five Years of Service the Vested Percentage is 0,(x) on or prior to your fiftieth birthday your Vested Percentage may not exceed 50%, (y) on or prior to each of your birthdays following your fiftieth birthday your Vested Percentage may not exceed the sum of 50% plus the product obtained by multiplying 5% by the number of birthdays that have occurred following your fiftieth birthday, and (z) your Vested Percentage in no event may exceed 100%. p. "Year" shall mean twelve full consecutive months, and "year" shall mean a calendar year. q. "Years of Service" shall mean the number of Years during which you were employed by the Company (excluding, however, Years of Service with a corporation prior to the time it became a subsidiary of or otherwise affiliated with Masco Corporation). 1. In accordance with the Plan, upon your Retirement the Company will pay you annually during your lifetime, subject to paragraph 8 below, the SERP Percentage of your Average Compensation, less: (i) a sum equal to the annual benefit which would be payable to you upon your Retirement if benefits payable to you under the Company funded qualified pension plans and the defined benefit (pension) plan provisions of the Company's Retirement Benefits Restoration Plan and any similar plan were converted to a life annuity, or if you are married when you retire, to a 50% joint and spouse survivor life annuity, and (ii) a sum equal to the annual benefit which would be payable to you upon Retirement if your vested accounts in the Company's qualified defined contribution plans (excluding your contributions and earnings thereon in the Company's 401(k) Savings Plan) and the defined contribution (profit sharing) provisions of the Company's Retirement Benefits Restoration Plan and any similar plan were converted to a life annuity in accordance with the Profit Sharing Conversion Factor, provided, however, in all cases the amount offset pursuant to these subsections (i) and (ii) shall be determined prior to the effect of any payments from the plans and trusts referred to therein which are authorized pursuant to any Qualified Domestic Page 7 October 2, 2000 Relations Order under ERISA, or other comparable order allocating marital or other rights under state law as applied to retirement benefits from non-qualified plans. 2. Upon your death after Retirement or while employed by the Company after attaining age 65, your Surviving Spouse shall receive for life 75% of the annual benefit pursuant to paragraph 1 of this Agreement which was payable to you prior to your death (or, if death terminated employment after attaining age 65, which would have been payable to you had your Retirement occurred immediately prior to your death). 3. The Company will provide, purchase or at its option provide reimbursement for premiums paid for such supplemental medical insurance as the Company in its sole discretion may deem advisable from time to time (i) for you and your Surviving Spouse for the lifetime of each of you (A) following a termination of your employment with the Company due to Retirement or Disability, and (B) following any other termination of employment with the Company provided (x) you and your Surviving Spouse are not covered by another medical insurance program substantially all of the cost of which is paid by another employer, (y) on the date of such termination your Vested Percentage is not less than 80% and (z) the benefits under this paragraph 3 shall not commence until you have attained age 60 or your earlier death to the extent you die leaving a Surviving Spouse, and (ii) for your Surviving Spouse for his or her lifetime upon a termination of your employment with the Company due to your death. 4. If your employment with the Company is for any reason terminated prior to Retirement, other than as a result of circumstances described in paragraphs 2, 5 or 6 of this Agreement or following a Change in Control, and if prior to the date of termination you have completed 5 or more Years of Service, upon your attaining age 65 the Company will pay to you annually during your lifetime, subject to paragraph 8 below, the Vested Percentage of the result obtained by (1) multiplying your SERP Percentage at the date your employment terminated by your Average Compensation, less (2) the sum of the following: (i) a sum equal to the annual benefit which would be payable to you Page 8 October 2, 2000 upon your attaining age 65 if benefits payable to you under the Company funded qualified pension plans and the defined benefit (pension) plan provisions of the Company's Retirement Benefits Restoration Plan and any similar plan were converted to a life annuity, or if you are married when you attain age 65, to a 50% joint and spouse survivor life annuity, (ii) a sum equal to the annual benefit which would be payable to you upon your attaining age 65 if an amount equal to your vested accounts at the date of your termination of employment with the Company in the Company's qualified defined contribution plans (excluding your contributions and earnings thereon in the Company's 401(k) Savings Plan) and the defined contribution (profit sharing) provisions of the Company's Retirement Benefits Restoration Plan and any similar plan (in each case increased from the date of termination to age 65 at the imputed rate of 4% per annum) were converted to a life annuity in accordance with the Profit Sharing Conversion Factor, and (iii) to the extent the annual payments described in this clause (iii) and the annual payments you would otherwise be entitled to receive under this paragraph 4 would, in the aggregate exceed (the "excess amount") the annual payments you would have received under paragraph 1 had you remained employed by the Company until Retirement (assuming for purposes of this clause no compensation increases), any retirement benefits paid or payable to you by reason of employment by all other previous or future employers, but only to the extent of such excess amount (the amount of such deduction, in the case of benefits paid or payable other than on an annual basis, to be determined on an annualized basis by the Committee referred to in paragraph 11 and excluding from such deduction any portion thereof, and earnings thereon, determined by such Committee to have been contributed by you rather than your prior or future employers), provided, however, in all cases the amount offset pursuant to these subsections (i) and (ii) shall be determined prior to the effect of any payments from the plans and trusts referred to therein which are authorized pursuant to any Qualified Domestic Relations Order under ERISA, or other comparable order allocating marital or other rights under state law as applied to retirement benefits from non-qualified plans. Upon your death on or after age 65 should you be survived by your Surviving Spouse, your Surviving Spouse shall receive for life, commencing upon the date of your death, Page 9 October 2, 2000 75% of the annual benefit payable to you under the preceding sentence following your attainment of age 65; provided, further, if your death should occur prior to age 65, your Surviving Spouse shall receive for life, commencing upon the date of your death, 75% of the annual benefit which would have been payable to you under the preceding sentence following your attainment of age 65, reduced by a factor of actuarial equivalence as determined by the Committee, such that the Present Value of the aggregate payments to be received by your Surviving Spouse based on his or her life expectancy as of the date of your death is equal to the discounted Present Value, determined at the date of your death, of the aggregate payments estimated to be received by your Surviving Spouse based on his or her life expectancy at an age, and as if your Surviving Spouse had begun receiving payments, when you would have attained age 65. 5. If while employed by the Company you die prior to your attaining age 65 leaving a Surviving Spouse, and provided you shall have been employed by the Company for two consecutive Years or more, your Surviving Spouse shall receive annually for life, subject to paragraph 8 below, 75% of the SERP Percentage of your Average Compensation (assuming no compensation increases between the date of your death and the date you would have attained age 65), less: (i) a sum equal to the annual benefit which would be payable to your Surviving Spouse under the Company funded qualified pension plans and the defined benefit (pension) plan provisions of the Company's Retirement Benefits Restoration Plan and any similar plan if such benefit were converted to a life annuity (such deduction, however, only to commence on the date such benefit is first payable), and (ii) a sum equal to the annual payments which would be received by your Surviving Spouse as if your spouse were designated as the beneficiary of your vested accounts in the Company's qualified defined benefit contribution plans (excluding your contributions and earnings thereon in the Company's 401(k) Savings Plan) and the defined contribution (profit sharing) provisions of the Company's Retirement Benefits Restoration Plan and any similar plan and such accounts were converted to a life annuity at the time of your death in accordance with the Profit Sharing Conversion Factor, provided, however, in all cases the amount offset pursuant to these subsections (i) and (ii) shall be Page 10 October 2, 2000 determined prior to the effect of any payments from the plans and trusts referred to therein which are authorized pursuant to any Qualified Domestic Relations Order under ERISA, or other comparable order allocating marital or other rights under state law as applied to retirement benefits from non-qualified plans. No death benefits are payable except to your Surviving Spouse. 6. If you shall have been employed by the Company for two Years or more and while employed by the Company you become Disabled prior to your attaining age 65, until the earlier of your death, termination of Disability or attaining age 65 the Company will pay you an annual benefit, subject to paragraph 8 below, equal to 60% of your Total Compensation less any benefits payable to you pursuant to long-term disability insurance under programs provided by the Company. If your Disability continues until you attain age 65, you shall be considered retired and you shall receive retirement benefits pursuant to paragraph 1 above, based upon your Average Compensation as of the date it is determined you became Disabled. 7. If you die leaving a Surviving Spouse while receiving Disability benefits pursuant to paragraph 6 of this Agreement, you will be deemed to have retired on your death and your Surviving Spouse shall receive for life 75% of the annual benefit which would have been payable to you if you had retired on the date of your death and your benefit determined pursuant to paragraph 1, based upon your Average Compensation as of the date you became Disabled. 8. If the age of your Surviving Spouse is more than 20 years younger than your age, then the annual benefit payable under paragraphs 1, 4, 5 and 6 of this Agreement and the benefit payable as "the SERP Percentage of your Average Compensation", as that phrase is used in paragraph 5 of this Agreement, shall be reduced by the percentage obtained by multiplying 1.5% times the number of Years or portion thereof by which your Surviving Spouse is more than 20 years younger than you. 9. If you or your Surviving Spouse is eligible to receive benefits hereunder, unless otherwise specifically agreed by the Company in writing, you and your Surviving Spouse will not be Page 11 October 2, 2000 able to receive benefits under any other Company sponsored non-qualified retirement plans other than the Company's Retirement Benefits Restoration Plan. For this purpose benefits received under the Company's non-qualified stock option or stock award plans will not be considered to have been received under a Company sponsored non-qualified retirement plan even though such benefits are received after retirement. Except as provided in the last sentence of paragraph 4 and in paragraph 10 of this Agreement, no benefits will be paid to your Surviving Spouse pursuant to this Agreement unless upon your death you were employed by the Company, Disabled or had taken Retirement from the Company. 10. Change in Control. (i) Immediately upon the occurrence of any Change in Control: (1) If you are then employed by the Company, your Vested Percentage, if not already 100%, shall be deemed for all purposes of this Agreement to be 100%. (2) If the Deferred Compensation Trust has theretofore been established or is established within thirty days after the Change in Control, the Company shall forthwith deposit to an account in your name (or that of your Surviving Spouse if you are then deceased and your Surviving Spouse is entitled to benefits hereunder) in the Deferred Compensation Trust 110% of the sum of the Gross-Up Amount plus: (A) If you are then employed by the Company, an amount equal to the discounted Present Value of the benefits which would have been payable under paragraphs 1 and 2 of this Agreement upon Retirement at age 65 or attained age if greater, assuming for purposes of this clause, no compensation increases and that if younger than age 65 you and your Surviving Spouse had attained such age; (B) If employment has previously been terminated but you or your Surviving Spouse is then entitled in the future to receive benefits under paragraph 4 of Page 12 October 2, 2000 this Agreement, an amount equal to the discounted Present Value of the benefits which would have been payable under such paragraph; (C) If you or your Surviving Spouse is then receiving payments under paragraphs 1, 2, 4, 5 or 7 of this Agreement, an amount equal to the Present Value of those benefits payable in the future to you and your Surviving Spouse; and (D) If you are then receiving payments under paragraph 6 of this Agreement, an amount equal to the Present Value of the benefits which would have been payable under paragraphs 6 and 7 on the assumption you would have continued to receive benefits under paragraph 6 until you had attained age 65 and thereafter continued to receive benefits as though you were deemed to have retired. (3) The Company shall thereafter be obligated to provide such supplemental medical insurance as has theretofore in the discretion of the Company been generally provided to participants and their Surviving Spouses under the Plan (A) to you and your Surviving Spouse if you or your Surviving Spouse is then receiving benefits under paragraph 3, (B) to you and your Surviving Spouse if you become Disabled if you are employed by the Company at the time of the Change in Control, (C) to your Surviving Spouse upon your death if you are employed by the Company at the time of the Change in Control and (D) to you and your Surviving Spouse upon any termination of employment following any Change in Control but only during the periods when you and your Surviving Spouse are not covered by another medical insurance program substantially all of the cost of which is paid by another employer. The obligations of the Company under this clause (i)(3) shall remain in effect for the lifetime of both you and your Surviving Spouse. (4) If the Deferred Compensation Trust is not established prior to or within thirty days after the Change in Control, all payments which would have otherwise have been made to Page 13 October 2, 2000 you or your Surviving Spouse from the Deferred Compensation Trust shall immediately after such thirty day period be made to you or your Surviving Spouse by the Company. (ii) Any deposit by the Company to an account in your name or that of your Surviving Spouse in the Deferred Compensation Trust prior to the occurrence of the Change in Control, together with all income then accrued thereon (but only to the extent of the value of such deposited amount and the income accrued thereon on the day of any deposit under clause (i)(2) of this paragraph 10), shall reduce by an equal amount the obligations of the Company to make the deposit required under clause (i)(2) of this paragraph 10. (iii) At or prior to making the deposit required by clause (i)(2) of this paragraph 10, the Company shall deliver to the Trustee under the Deferred Compensation Trust a certificate specifying that portion, if any, of the amount in the trust account, after giving effect to the deposit, which is represented by the Gross-Up Amount. Payment of 90.91% of the amount required by clause (i)(2) of this paragraph 10 to be paid to the trust account, together with any income accrued thereon from the date of the Change in Control, is to be made to you or your Surviving Spouse, as applicable, under the terms of the Deferred Compensation Trust, at the earlier of (1) immediately upon a Change in Control if you then are deceased or have attained age 65 or are Disabled, (2) your death subsequent to the Change in Control, or (3) the date which is one year after the Change in Control; provided, however, that the Trustee under the Deferred Compensation Trust is required promptly to pay to you or your Surviving Spouse, as applicable, from the trust account from time to time amounts, not exceeding in the aggregate the Gross-Up Amount, upon your or your Surviving Spouse's certification to the Trustee that the amount to be paid has been or within 60 days will be paid by you or your Surviving Spouse to a Federal, state or local taxing authority as a result of the Change in Control and the imposition of the excise tax under Section 4999 of the Code (or any successor provision) on the receipt of any portion of the Gross-Up Amount. All amounts in excess of the amount required to be paid from the trust account by the preceding sentence, after all expenses of the Page 14 October 2, 2000 Deferred Compensation Trust have been paid, shall revert to the Company provided that the Company has theretofore expressly affirmed its continuing obligations under clause (i)(3) of this Paragraph 10. (iv) Subject to the next sentence of this clause (iv), the payment of the Gross-Up Amount to you or your Surviving Spouse or the account in your or your Surviving Spouse's name in the Deferred Compensation Trust will thereby discharge the Company from any obligations it may have under any present or future stock option or stock award plan, retirement plan or otherwise, to make any other payment as a result of your income becoming subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties with respect to such excise tax. As a result of the uncertainty which will be present in the application of Section 4999 of the Code (or any successor provision) at the time of the determination of the Gross-Up Amount and the possibility that between the date of determination of the Gross-Up Amount and the dates payments are to be made to you or your Surviving Spouse under this Agreement, changes in applicable tax laws will result in an incorrect determination of the Gross-Up Amount having been made, it is possible that (1) payment of a portion of the Gross-Up Amount will not have been made by the Company which should have been made (an "Underpayment"), or (2) payment of a portion of the Gross-Up Amount will have been made which should not have been made (an "Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that you or your Surviving Spouse discover that an Overpayment shall have occurred, the amount thereof shall be promptly repaid by you or your Surviving Spouse to the Company. (v) Prior to the occurrence of a Change in Control, any deposits made by the Company to an account in the Deferred Compensation Trust may be withdrawn by the Company. Upon the occurrence of a Change in Control, all further obligations of the Company under this Agreement (other than under this Paragraph 10 to the extent not theretofore performed) shall terminate in all respects. Page 15 October 2, 2000 11. We also agree upon the following: a. Prior to the occurrence of a Change in Control, the Compensation Committee of the Company's Board of Directors, or any other committee however titled which shall be vested with authority with respect to the compensation of the Company's officers and executives (in either case, the "Committee"), shall have the exclusive authority to make all determinations which may be necessary in connection with this Agreement including the dates of and whether you are or continue to be Disabled, the amount of annual benefits payable hereunder by reason of offsets hereunder due to employment by other employers, the interpretation of this Agreement, and all other matters or disputes arising under this Agreement. The determinations and findings of the Committee shall be conclusive and binding, without appeal, upon both of us. b. You will not during your employment or Disability, and after Retirement or the termination of your employment, for any reason disclose or make use of for your own or another person's benefit under any circumstances any of the Company's Proprietary Information. Proprietary Information shall include trade secrets, secret processes, information concerning products, developments, manufacturing techniques, new product or marketing plans, inventions, research and development information or results, sales, pricing and financial data, information relating to the management, operations or planning of the Company and any other information treated as confidential or proprietary. c. You agree that you will not following your termination of employment for any reason (whether on Retirement, Disability or termination prior to attaining age 65) thereafter directly or indirectly engage in any business activities, whether as a consultant, advisor or otherwise, in which the Company is engaged in any geographic area in which the products or services of the Company have been sold, distributed or provided during the Page 16 October 2, 2000 five year period prior to the date of your termination of employment. In light of ongoing payments to be received by you and your Surviving Spouse for your respective lives, the restrictions contained in the preceding sentence shall be unlimited in duration provided no Change in Control has occurred and, in the event of a Change in Control, all such restrictions shall terminate one year thereafter. In addition to the foregoing and provided no Change in Control has occurred, if while you or your Surviving Spouse is receiving retirement or other benefits pursuant to this Agreement, in the judgment of the Committee you or your Surviving Spouse directly or indirectly engage in activity or act in a manner which can be considered adverse to the interest of the Company or any of its direct or indirect subsidiaries or affiliated companies, the Committee may terminate rights to any further benefits hereunder. d. Except as may be provided to the contrary in a duly authorized written agreement between you and the Company you acknowledge that the Company has made no commitments to you of any kind with respect to the continuation of your employment, which we expressly agree is an employment at will, and you or the Company shall have the unrestricted right to terminate your employment with or without cause, at any time in your or its discretion. e. At the Company's request, expressed through a Company officer, you agree to provide such information with respect to matters which may arise in connection with this Agreement as may be deemed necessary by the Company or the Committee, including for example only and not in limitation, information concerning benefits payable to you from third parties, and you further agree to submit to such medical examinations by duly licensed physicians as may be requested by the Company from time to time. You also agree to direct third parties to provide such information, and your Surviving Spouse's cooperation in providing such information is a condition to the receipt of survivor's benefits under this Agreement. Page 17 October 2, 2000 f. To the extent permitted by law, no interest in this Agreement or benefits payable to you or to your Surviving Spouse shall be subject to anticipation, or to pledge, assignment, sale or transfer in any manner nor shall you or your Surviving Spouse have the power in any manner to charge or encumber such interest or benefits, nor shall such interest or benefits be liable or subject in any manner for the liabilities of you or your Surviving Spouse's debts, contracts, torts or other engagements of any kind. g. No person other than you and your Surviving Spouse shall have any rights or property interest of any kind whatsoever pursuant to this Agreement, and neither you nor your Surviving Spouse shall have any rights hereunder other than those expressly provided in this Agreement. Upon the death of you and your Surviving Spouse no further benefits of whatsoever kind or nature shall accrue or be payable pursuant to this Agreement. h. All benefits payable pursuant to this Agreement, other than pursuant to paragraph 10, shall be paid in installments of one-twelfth of the annual benefit, or at such shorter intervals as may be deemed advisable by the Company in its discretion, upon receipt of your or your Surviving Spouse's written application, or by the applicant's personal representative in the event of any legal disability. i. Except as provided in paragraph 10, all benefits under this Agreement shall be payable from the Company's general assets, which assets (including all funds in the Deferred Compensation Trust) are subject to the claims of the Company's general creditors, and are not set aside for your or your Surviving Spouse's benefit. j. You agree that, if the Company establishes the Deferred Compensation Trust, the Company is entitled at any time prior to a Change in Control to revoke such trust and withdraw all funds theretofore deposited in such trust. You acknowledge that although this Agreement refers from time Page 18 October 2, 2000 to time to your or your Surviving Spouse's trust account, no separate trust will be created and all assets of any Deferred Compensation Trust will be commingled. k. This Agreement shall be governed by the laws of the State of Michigan. 12. We have agreed that the determinations of the Committee described in paragraph 11a shall be conclusive as provided in such paragraph, but if for any reason a claim is asserted which subverts the provisions of paragraph 11a, we agree that, except for causes of action which may arise under paragraph 11b and the first paragraph of paragraph 11c and provided no Change in Control has occurred, arbitration shall be the sole and exclusive remedy to resolve all disputes, claims or controversies which could be the subject of litigation (hereafter referred to as "dispute") involving or arising out of this Agreement. It is our mutual intention that the arbitration award will be final and binding and that a judgment on the award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms. The arbitrator shall be chosen in accordance with the commercial arbitration rules of the American Arbitration Association and the expenses of the arbitration shall be borne equally by the parties to the dispute. The place of the arbitration shall be the principal offices of the American Arbitration Association in the metropolitan Detroit area. The arbitrator's sole authority shall be to apply the clauses of this Agreement. We agree that the provisions of this paragraph 12, and the decision of the arbitrator with respect to any dispute, with only the exceptions provided in the first paragraph of this paragraph 12, shall be the sole and exclusive remedy for any alleged cause of action in any manner based upon or arising out of this Agreement. Subject to the foregoing exceptions, we acknowledge that since arbitration is the exclusive remedy, neither of us or any party claiming under this Agreement has the right to resort to any federal, state or local court or Page 19 October 2, 2000 administrative agency concerning any matters dealt with by this Agreement and that the decision of the arbitrator shall be a complete defense to any action or proceeding instituted in any tribunal or agency with respect to any dispute. The arbitration provisions contained in this paragraph shall survive the termination or expiration of this Agreement, and shall be binding on our respective successors, personal representatives and any other party asserting a claim based upon this Agreement. We further agree that any demand for arbitration must be made within one year of the time any claim accrues which you or any person claiming hereunder may have against the Company; unless demand is made within such period, it is forever barred. We are pleased to be able to make this supplemental plan available to you. Please examine the terms of this Agreement carefully and at your earliest convenience indicate your assent to all of its terms and conditions by signing and dating where provided below and returning a signed copy to me. Sincerely, MASCO CORPORATION By ------------------------------------- Richard A. Manoogian Chief Executive Officer DATE: ------------------------------- Form of Amendment for: John R. Leekley Robert B. Rosowski December 5, 2003 [Participant's Address] [Dear Participant] Masco's Organization and Compensation Committee over the past several years has approved a number of major improvements to the benefits for our executives covered by Masco's program for supplemental retirement and other benefits (the "SERP Plan"). At its October meeting this Committee authorized a significant additional enhancement under your agreement pursuant to the SERP Plan (the "SERP Agreement") by increasing the percentage of your bonus eligible for inclusion in the SERP calculation from 50% to 60% of your base salary. (A corresponding change would be made in the calculation of disability payments by changing the definition of "Total Compensation" to 160% from 150% of your then current salary.) The provisions in your SERP Agreement, allowing certain carry-forwards or carry-backs of bonus payments in excess of what was 50% and is now 60%, would be retained. This enhancement was, in part, approved to partially offset the effect of the current freeze on your salary. Accordingly, the existing provision in your SERP Agreement, which requires a calculation of benefits on the assumption that all compensation freezes are disregarded, would be eliminated. In order for these changes to be implemented in your SERP Agreement, the definitions of "Average Compensation" and "Total Compensation" in your SERP Agreement would be amended to read as follows: Average Compensation "Average Compensation shall mean the aggregate of your highest three years total annual cash compensation paid to you by the Company, consisting of (i) base salaries and (ii) regular year-end cash bonuses paid with respect to the years in which such salaries are paid (the bonus with respect to any such year, however, only to be included in an amount not in excess of 60% of the base salary paid during such year), divided by three, provided, however, (x) if any portion of a bonus is excluded by the parenthetical contained in clause (ii) above, the total amount excluded will be added to one or both of the other two years included in the calculation as long as the amount so added does not result in a bonus with respect to any year exceeding 60% of the base salary paid during that year, (y) if you have on the date of determination less than three full years of employment, the foregoing calculation, including any adjustment required by clause (x) above, shall be based on the average base salaries and regular year-end cash bonuses paid to you while so employed." [Participant's Name] December 5, 2003 Page Two Total Compensation 'If you become Disabled, "Total Compensation" shall mean 160% of your annual base salary rate at the time of your Disability." Should you have any questions regarding this proposed amendment, please feel free to discuss them with Dan Foley, John Leekley or me. If not, I would appreciate your execution and return of a copy of this letter to Gene Gargaro, at which time the above described amendment will become effective. Sincerely yours, ---------------------------------------- Richard A. Manoogian Chairman I agree to the above amendment of my SERP Agreement changing definition of "Average Compensation" and "Total Compensation" as set forth above. Form of Amendment for: Richard A. Manoogian Alan Barry March 31, 2004 [Participant] Dear [Participant], Masco's Organization and Compensation Committee over the past several years has approved a number of major improvements to the benefits for our executives covered by Masco's program for supplemental retirement and other benefits (the "SERP Plan"). At its October meeting this Committee authorized a significant additional enhancement under your agreement pursuant to the SERP Plan (the "SERP Agreement") by increasing the percentage of your bonus eligible for inclusion in the SERP calculation from 50% of your base salary to 60% of your maximum bonus opportunity. An additional change would be made in the calculation of disability payments by changing the definition of "Total Compensation" from 150% of your then current salary to the sum of your then current salary and 60% of your then current bonus opportunity.) The provisions in your SERP Agreement, allowing certain carry-forwards or carry-backs of bonus payments in excess of what was 50% of your base salary would also be modified. This enhancement was, in part, approved to partially offset the effect of the current freeze on your salary. Accordingly, the existing provision in your SERP Agreement, which requires a calculation of benefits on the assumption that all compensation freezes are disregarded, would be eliminated. In order for these changes to be implemented in your SERP Agreement, the definitions of "Average Compensation" and "Total Compensation" in your SERP Agreement would be amended to read as follows: Average Compensation "Average Compensation shall mean the aggregate of your highest three years total annual cash compensation paid to you by the Company, consisting of (i) base salaries and (ii) regular year-end cash bonuses paid with respect to the years in which such salaries are paid (the bonus with respect to any such year, however, only to be included in an amount not in excess of 60% of your maximum bonus opportunity for such year), divided by three, provided, however, (x) if any portion of a bonus is excluded by the parenthetical contained in clause (ii) above, the total amount excluded will be added to one or both of the other two years included in the calculation as long as the amount so added does not result in a bonus with respect to any year exceeding 60% of your maximum bonus opportunity for such year, (y) if you have on the date of determination less than three full years of employment, the foregoing calculation, including any adjustment required by clause (x) above, shall be based on the average base salaries and regular year-end cash bonuses paid to you while so employed." [Participant] March 31, 2004 Page Two Total Compensation If you become Disabled, "Total Compensation" shall mean the sum of your annual base salary rate and 60% of your then effective bonus opportunity at the time of your Disability." Should you have any questions regarding this proposed amendment, please feel free to discuss them with Dan Foley, John Leekley or me. If not, I would appreciate your execution and return of a copy of this letter to Gene Gargaro, at which time the above described amendment will become effective. This letter supersedes the letter agreement of December 5, 2003 between you and the Company. Sincerely yours, I agree to the above amendment of my SERP Agreement changing definition of "Average Compensation" and "Total Compensation" as set forth above. Form for: Alan Barry October 2, 2000 Dear : Our company's Board of Directors has adopted a plan whereby supplemental retirement and other benefits, in addition to those provided under the Company's pension and other benefit plans, will be made available to those Company and subsidiary executives as may be designated from time to time by the company's Chief Executive Officer. The plan providing such benefits, as originally made available to designated executives in 1987 and as subsequently amended from time to time heretofore or in the future, is referred to in this letter as the "Plan". You are currently a participant in the Plan upon the terms of a letter agreement signed by you and dated _________, ________. This Agreement amends and replaces in its entirety your previously signed letter agreement and describes in full your benefits pursuant to the Plan and all of the Company's obligations to you, and yours to the Company. These benefits as described below are contractual obligations of the Company. For the purposes of this Agreement, words and terms are defined as follows: a. "Average Compensation" shall mean the aggregate of your highest three years' total annual cash compensation paid to you by the Company, consisting of (i) base salaries and (ii) regular year-end cash bonuses paid with respect to the years in which such salaries are paid, divided by three, provided, however, (x) if you have on the date of determination less than three full years of employment the foregoing calculation shall be based on the average base salaries and regular year-end cash bonuses paid to you while so employed, and (y) if the determination of Average Compensation includes any year in which you volunteered to reduce your salary or, as part of a program generally applicable to participants in the Plan, you did not receive Page 2 October 2, 2000 an increase in salary compared with the immediately preceding year, the Committee referred to in paragraph 11 shall make a good faith determination of what your Average Compensation would have been absent such salary reduction and absent such generally applicable program. b. A "Change in Control" shall be deemed to have occurred if, during any period of twenty-four consecutive calendar months, the individuals who at the beginning of such period constitute the Company's Board of Directors, and any new directors (other than Excluded Directors) whose election by such Board or nomination for election by stockholders was approved by a vote of at least two-thirds of the members of such Board who were either directors on such Board at the beginning of the period or whose election or nomination for election as directors was previously so approved, for any reason cease to constitute at least a majority of the members thereof. Excluded Directors are directors whose election by the Board or approval by the Board for stockholder election occurred within one year after any "person" or "group of persons" as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 commencing a tender offer for, or becoming the beneficial owner of, voting securities representing 25 percent or more of the combined voting power of all outstanding voting securities of the Company, other than pursuant to a tender offer approved by the Board prior to its commencement or pursuant to stock acquisitions approved by the Board prior to their representing 25 percent or more of such combined voting power. c. "Code" means the Internal Revenue Code of 1986, as amended. d. "Company" shall mean Masco Corporation or any corporation in which Masco Corporation owns directly or indirectly stock possessing in excess of 50% of the total combined voting power of all classes of stock. e. The "Deferred Compensation Trust" shall mean any trust created by the Company to receive the deposit referred to in clause (2) of paragraph 10. Page 3 October 2, 2000 f. "Disability" and "Disabled" shall mean your being unable to perform your duties as a Company executive by reason of your physical or mental condition, prior to your attaining age 65, provided that you have been employed by the Company for two consecutive Years or more at the time you first became Disabled. g. The "Gross-Up Amount" (i) shall be determined if any payment or distribution by the Company to or for your benefit, whether paid, distributed, payable or distributed or distributable pursuant to the terms of this Agreement, any stock option or stock award plan, retirement plan or otherwise (such payment or distribution, other than an Excise Tax Adjustment Payment under clause (ii), is referred to herein as a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties with respect to such excise tax (such excise tax together with any such interest or penalties are referred to herein as the "Excise Tax"), and (ii) shall mean an additional payment (the "Excise Tax Adjustment Payment") in an amount such that after subtracting from the Excise Tax Adjustment Payment your payment of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Excise Tax Adjustment Payment, the balance will be equal to the Excise Tax imposed upon the Payments. All determinations required to be made with respect to the "Gross-Up Amount", including whether an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be made by PricewaterhouseCoopers LLP, or such national accounting firm as the Company may designate prior to a Change in Control, which shall provide detailed supporting calculations to the Company and you. Except as provided in clause (iv) of paragraph 10, all such determinations shall be binding upon you and the Company. h. "PBGC" shall mean the Pension Benefit Guaranty Corporation. Page 4 October 2, 2000 i. "Present Value" of future benefits means the discounted present value of those benefits (including therein the benefits, if any, your Surviving Spouse would be entitled to receive under this Agreement upon your death), using the UP-1984 Mortality Table and discounted by the interest rate used, for purposes of determining the present value of a lump sum distribution on plan termination, by the PBGC on the first day of the month which is four months prior to the month in which a Change in Control occurs (or if the PBGC has ceased publishing such interest rate, such other interest rate as the Board of Directors deems is an appropriate substitute). The above PBGC interest rate is intended to be determined based on PBGC methodology and regulations in effect on September 1, 1993 (as contained in 29 CFR Part 2619). j. "Profit Sharing Conversion Factor" shall be a factor equal to the present value of a life annuity payable at the later of age 65 or attained age based on the 1983 Group Annuity Mortality Table using a blend of 50% of the male mortality rates and 50% of the female mortality rates as set forth in Revenue Ruling 95-6 (or such other mortality table that the Internal Revenue Service may prescribe in the future) and an interest rate equal to the average yield for 30-year Treasury Constant Maturities, as reported in Federal Reserve Statistical Releases G.13 and H.15, four months prior to the month of the date of determination (or, if such interest rate ceases to be so reported, such other interest rate as the Board of Directors deems is an appropriate substitute). k. "Retirement" shall mean your termination of employment with the Company, on or after you attain age 65. Your acting as a consultant shall not be considered employment. l. "SERP Percentage" of your Average Compensation is 60% if at the date of determination you have completed 15 or more Years of Service, and decreases by increments of four percentage points for each Year or portion thereof less than 15 that you have accumulated at the date of Page 5 October 2, 2000 determination. The minimum SERP Percentage is 20% after five Years of Service; prior to completing five Years of Service the SERP Percentage is 0. m. "Surviving Spouse" shall be the person to whom you shall be legally married (under the law of the jurisdiction of your permanent residence) at the date of (i) your Retirement or death after attaining age 65 (if death terminated employment with the Company) for the purposes of paragraphs 1, 2 and 3, (ii) your death for the purposes of paragraph 5 and, if paragraph 5 is applicable, for the purposes of paragraph 3,(iii) the commencement of your Disability for the purposes of paragraphs 6 and 7 and, as long as paragraphs 6 or 7 are applicable, for the purposes of paragraph 3, (iv) your termination of employment for the purposes of paragraph 4 and, if paragraph 4 is applicable, for purposes of paragraph 3 and (v) a "Change in Control" for the purposes of paragraph 10 if none of clauses (i) through (iv) has become applicable prior to the Change in Control and, if this clause (v) is applicable, for purposes of paragraph 3. For the purposes of paragraphs 11a, 11e, 11f, 11g, 11h, 11i and 11j, "Surviving Spouse" shall be any spouse entitled to any benefits hereunder. n. If you become Disabled, "Total Compensation" shall mean your annual base salary rate at the time of your Disability plus the regular year-end cash bonus paid to you for the year immediately prior thereto, provided, however, if the determination of Total Compensation is for a year in which you volunteered to reduce your salary or, as part of a program generally applicable to participants in the Plan, you did not receive an increase in salary compared with the immediately preceding year, the Committee referred to in paragraph 11 shall make a good faith determination of what your Total Compensation would have been absent such salary reduction and absent such generally applicable program. o. "Vested Percentage" shall mean the sum of the following percentages: (i) 2% multiplied by your Years of Service, plus (ii) 8% multiplied by the number of Years you have been designated a participant in the Plan; provided, however, (w) prior to completing five Years of Service the Page 6 October 2, 2000 Vested Percentage is 0,(x) on or prior to your fiftieth birthday your Vested Percentage may not exceed 50%, (y) on or prior to each of your birthdays following your fiftieth birthday your Vested Percentage may not exceed the sum of 50% plus the product obtained by multiplying 5% by the number of birthdays that have occurred following your fiftieth birthday, and (z) your Vested Percentage in no event may exceed 100%. p. "Year" shall mean twelve full consecutive months, and "year" shall mean a calendar year. q. "Years of Service" shall mean the number of Years during which you were employed by the Company (excluding, however, Years of Service with a corporation prior to the time it became a subsidiary of or otherwise affiliated with Masco Corporation). 1. In accordance with the Plan, upon your Retirement the Company will pay you annually during your lifetime, subject to paragraph 8 below, the SERP Percentage of your Average Compensation, less: (i) a sum equal to the annual benefit which would be payable to you upon your Retirement if benefits payable to you under the Company funded qualified pension plans and the defined benefit (pension) plan provisions of the Company's Retirement Benefits Restoration Plan and any similar plan were converted to a life annuity, or if you are married when you retire, to a 50% joint and spouse survivor life annuity, (ii) a sum equal to the annual benefit which would be payable to you upon Retirement if your vested accounts in the Company's qualified defined contribution plans (excluding your contributions and earnings thereon in the Company's 401(k) Savings Plan) and the defined contribution (profit sharing) provisions of the Company's Retirement Benefits Restoration Plan and any similar plan were converted to a life annuity in accordance with the Profit Sharing Conversion Factor, and (iii) unless you have at least 25 Years of Service, any retirement benefits paid or payable to you by reason of employment by all other employers (the amount of such deduction, in the case of benefits paid or payable other than on an annual basis, to be determined on an annualized basis by the Committee referred to in paragraph 11 and excluding from such deduction any portion Page 7 October 2, 2000 thereof, and earnings thereon, determined by such Committee to have been contributed by you rather than such other employers), provided, however, in all cases the amount offset pursuant to these subsections (i) and (ii) shall be determined prior to the effect of any payments from the plans and trusts referred to therein which are authorized pursuant to any Qualified Domestic Relations Order under ERISA, or other comparable order allocating marital or other rights under state law as applied to retirement benefits from non-qualified plans. 2. Upon your death after Retirement or while employed by the Company after attaining age 65, your Surviving Spouse shall receive for life 75% of the annual benefit pursuant to paragraph 1 of this Agreement which was payable to you prior to your death (or, if death terminated employment after attaining age 65, which would have been payable to you had your Retirement occurred immediately prior to your death). 3. The Company will provide, purchase or at its option provide reimbursement for premiums paid for such supplemental medical insurance as the Company in its sole discretion may deem advisable from time to time (i) for you and your Surviving Spouse for the lifetime of each of you (A) following a termination of your employment with the Company due to Retirement or Disability, and (B) following any other termination of employment with the Company provided (x) you and your Surviving Spouse are not covered by another medical insurance program substantially all of the cost of which is paid by another employer, (y) on the date of such termination your Vested Percentage is not less than 80% and (z) the benefits under this paragraph 3 shall not commence until you have attained age 60 or your earlier death to the extent you die leaving a Surviving Spouse, and (ii) for your Surviving Spouse for his or her lifetime upon a termination of your employment with the Company due to your death. 4. If your employment with the Company is for any reason terminated prior to Retirement, other than as a result of circumstances described in paragraphs 2, 5 or 6 of this Agreement or following a Change in Control, and if prior to the date of termination you have completed 5 or more Years of Service, upon your attaining age 65 the Company will pay to you Page 8 October 2, 2000 annually during your lifetime, subject to paragraph 8 below, the Vested Percentage of the result obtained by (1) multiplying your SERP Percentage at the date your employment terminated by your Average Compensation, less (2) the sum of the following: (i) a sum equal to the annual benefit which would be payable to you upon your attaining age 65 if benefits payable to you under the Company funded qualified pension plans and the defined benefit (pension) plan provisions of the Company's Retirement Benefits Restoration Plan and any similar plan were converted to a life annuity, or if you are married when you attain age 65, to a 50% joint and spouse survivor life annuity, (ii) a sum equal to the annual benefit which would be payable to you upon your attaining age 65 if an amount equal to your vested accounts at the date of your termination of employment with the Company in the Company's qualified defined contribution plans (excluding your contributions and earnings thereon in the Company's 401(k) Savings Plan) and the defined contribution (profit sharing) provisions of the Company's Retirement Benefits Restoration Plan and any similar plan (in each case increased from the date of termination to age 65 at the imputed rate of 4% per annum) were converted to a life annuity in accordance with the Profit Sharing Conversion Factor, and (iii) to the extent the annual payments described in this clause (iii) and the annual payments you would otherwise be entitled to receive under this paragraph 4 would, in the aggregate exceed (the "excess amount") the annual payments you would have received under paragraph 1 had you remained employed by the Company until Retirement (with your SERP Percentage determined as though you were given credit for additional Years of Service until age 65 but no compensation increases), any retirement benefits paid or payable to you by reason of employment by all other previous or future employers, but only to the extent of such excess amount (the amount of such deduction, in the case of benefits paid or payable other than on an annual basis, to be determined on an annualized basis by the Committee referred to in paragraph 11 and excluding from such deduction any portion thereof, and earnings thereon, determined by such Committee to have been contributed by you rather than your prior or future employers), provided, however, in all cases the amount offset pursuant to these subsections (i) and (ii) shall be determined prior to the effect of any payments from the plans and trusts referred to therein which are authorized pursuant to any Qualified Domestic Relations Order under ERISA, Page 9 October 2, 2000 or other comparable order allocating marital or other rights under state law as applied to retirement benefits from non-qualified plans. Upon your death on or after age 65 should you be survived by your Surviving Spouse, your Surviving Spouse shall receive for life, commencing upon the date of your death, 75% of the annual benefit payable to you under the preceding sentence following your attainment of age 65; provided, further, if your death should occur prior to age 65, your Surviving Spouse shall receive for life, commencing upon the date of your death, 75% of the annual benefit which would have been payable to you under the preceding sentence following your attainment of age 65, reduced by a factor of actuarial equivalence as determined by the Committee, such that the discounted Present Value of the aggregate payments to be received by your Surviving Spouse based on his or her life expectancy as of the date of your death is equal to the discounted Present Value, determined at the date of your death, of the aggregate payments estimated to be received by your Surviving Spouse based on his or her life expectancy at an age, and as if your Surviving Spouse had begun receiving payments, when you would have attained age 65. 5. If while employed by the Company you die prior to your attaining age 65 leaving a Surviving Spouse, and provided you shall have been employed by the Company for two consecutive Years or more, your Surviving Spouse shall receive annually for life, subject to paragraph 8 below, 75% of the SERP Percentage of your Average Compensation (with your SERP Percentage determined as though you were given credit for additional Years of Service but no compensation increases between the date of your death and the date you would have attained age 65), less: (i) a sum equal to the annual benefit which would be payable to your Surviving Spouse under the Company funded qualified pension plans and the defined benefit (pension) plan provisions of the Company's Retirement Benefits Restoration Plan and any similar plan if such benefit were converted to a life annuity (such deduction, however, only to commence on the date such benefit is first payable), (ii) a sum equal to the annual payments which would be received by your Surviving Spouse as if your spouse were designated as the beneficiary of your vested accounts in the Company's qualified defined benefit contribution plans (excluding your contributions and earnings thereon in the Company's 401(k) Savings Plan) and the defined contribution Page 10 October 2, 2000 (profit sharing) provisions of the Company's Retirement Benefits Restoration Plan and any similar plan and such accounts were converted to a life annuity at the time of your death in accordance with the Profit Sharing Conversion Factor, and (iii) unless you have at least 25 Years of Service, any retirement benefits paid or payable to you or your Surviving Spouse by reason of your employment by all other employers (the amount of such deduction, in the case of benefits paid or payable other than on an annual basis, to be determined on an annualized basis by the Committee referred to in paragraph 11 and excluding from such deduction any portion thereof, and earnings thereon, determined by such Committee to have been contributed by you rather than such other employers), provided, however, in all cases the amount offset pursuant to these subsections (i) and (ii) shall be determined prior to the effect of any payments from the plans and trusts referred to therein which are authorized pursuant to any Qualified Domestic Relations Order under ERISA, or other comparable order allocating marital or other rights under state law as applied to retirement benefits from non-qualified plans. No death benefits are payable except to your Surviving Spouse. 6. If you shall have been employed by the Company for two Years or more and while employed by the Company you become Disabled prior to your attaining age 65, until the earlier of your death, termination of Disability or attaining age 65 the Company will pay you an annual benefit, subject to paragraph 8 below, equal to 60% of your Total Compensation less any benefits payable to you pursuant to long-term disability insurance under programs provided by the Company. If your Disability continues until you attain age 65, you shall be considered retired and you shall receive retirement benefits pursuant to paragraph 1 above, based upon your Average Compensation as of the date it is determined you became Disabled and with your SERP Percentage given credit for Years of Service while you were Disabled. 7. If you die leaving a Surviving Spouse while receiving Disability benefits pursuant to paragraph 6 of this Agreement, you will be deemed to have retired on your death and your Surviving Spouse shall receive for life 75% of the annual benefit which would have been payable to you if you had retired on the date of your death and your benefit determined pursuant Page 11 October 2, 2000 to paragraph 1, based upon your Average Compensation as of the date you became Disabled and with your SERP Percentage given credit for Years of Service from the date you became Disabled to the date you would have attained age 65. 8. If the age of your Surviving Spouse is more than 20 years younger than your age, then the annual benefit payable under paragraphs 1, 4, 5 and 6 of this Agreement and the benefit payable as "the SERP Percentage of your Average Compensation", as that phrase is used in paragraph 5 of this Agreement, shall be reduced by the percentage obtained by multiplying 1.5% times the number of Years or portion thereof by which your Surviving Spouse is more than 20 years younger than you. 9. If you or your Surviving Spouse is eligible to receive benefits hereunder, unless otherwise specifically agreed by the Company in writing, you and your Surviving Spouse will not be able to receive benefits under any other Company sponsored non-qualified retirement plans other than the Company's Retirement Benefits Restoration Plan. For this purpose benefits received under the Company's non-qualified stock option or stock award plans will not be considered to have been received under a Company sponsored non-qualified retirement plan even though such benefits are received after retirement. Except as provided in the last sentence of paragraph 4 and in paragraph 10 of this Agreement, no benefits will be paid to your Surviving Spouse pursuant to this Agreement unless upon your death you were employed by the Company, Disabled or had taken Retirement from the Company. 10. Change in Control. (i) Immediately upon the occurrence of any Change in Control: (1) If you are then employed by the Company, (i) your SERP Percentage, if not already 60%, shall be deemed for all purposes of this Agreement to be the lesser of 60% or the percentage resulting by adding to your SERP Percentage immediately prior thereto the product obtained by multiplying 4% by the number of Years which would then have to elapse prior to your attainment of age 65, and (ii) your Vested Percentage, if not already 100%, shall be deemed for all purposes of this Agreement to be 100%. Page 12 October 2, 2000 (2) If the Deferred Compensation Trust has theretofore been established or is established within thirty days after the Change in Control, the Company shall forthwith deposit to an account in your name (or that of your Surviving Spouse if you are then deceased and your Surviving Spouse is entitled to benefits hereunder) in the Deferred Compensation Trust 110% of the sum of the Gross-Up Amount plus: (A) If you are then employed by the Company, an amount equal to the discounted Present Value of the benefits which would have been payable under paragraphs 1 and 2 of this Agreement upon Retirement at age 65 or attained age if greater, assuming for purposes of this clause, no compensation increases and that if younger than age 65 you and your Surviving Spouse had attained such age; (B) If employment has previously been terminated but you or your Surviving Spouse is then entitled in the future to receive benefits under paragraph 4 of this Agreement, an amount equal to the discounted Present Value of the benefits which would have been payable under such paragraph; (C) If you or your Surviving Spouse is then receiving payments under paragraphs 1, 2, 4, 5 or 7 of this Agreement, an amount equal to the Present Value of those benefits payable in the future to you and your Surviving Spouse; and (D) If you are then receiving payments under paragraph 6 of this Agreement, an amount equal to the Present Value of the benefits which would have been payable under paragraphs 6 and 7 on the assumption you would have continued to receive benefits under paragraph 6 until you had attained age 65 and thereafter continued to receive benefits as though you were deemed to have retired. Page 13 October 2, 2000 (3) The Company shall thereafter be obligated to provide such supplemental medical insurance as has theretofore in the discretion of the Company been generally provided to participants and their Surviving Spouses under the Plan (A) to you and your Surviving Spouse if you or your Surviving Spouse is then receiving benefits under paragraph 3, (B) to you and your Surviving Spouse if you become Disabled if you are employed by the Company at the time of the Change in Control, (C) to your Surviving Spouse upon your death if you are employed by the Company at the time of the Change in Control and (D) to you and your Surviving Spouse upon any termination of employment following any Change in Control but only during the periods when you and your Surviving Spouse are not covered by another medical insurance program substantially all of the cost of which is paid by another employer. The obligations of the Company under this clause (i)(3) shall remain in effect for the lifetime of both you and your Surviving Spouse. (4) If the Deferred Compensation Trust is not established prior to or within thirty days after the Change in Control, all payments which would have otherwise have been made to you or your Surviving Spouse from the Deferred Compensation Trust shall immediately after such thirty day period be made to you or your Surviving Spouse by the Company. (ii) Any deposit by the Company to an account in your name or that of your Surviving Spouse in the Deferred Compensation Trust prior to the occurrence of the Change in Control, together with all income then accrued thereon (but only to the extent of the value of such deposited amount and the income accrued thereon on the day of any deposit under clause (i)(2) of this paragraph 10), shall reduce by an equal amount the obligations of the Company to make the deposit required under clause (i)(2) of this paragraph 10. (iii) At or prior to making the deposit required by clause (i)(2) of this paragraph 10, the Company shall deliver to the Trustee under the Deferred Compensation Trust a certificate specifying that portion, if any, of the amount in the trust account, after giving effect to the deposit, which is represented by the Gross-Up Amount. Payment of 90.91% of the Page 14 October 2, 2000 amount required by clause (i)(2) of this paragraph 10 to be paid to the trust account, together with any income accrued thereon from the date of the Change in Control, is to be made to you or your Surviving Spouse, as applicable, under the terms of the Deferred Compensation Trust, at the earlier of (1) immediately upon a Change in Control if you then are deceased or have attained age 65 or are Disabled, (2) your death subsequent to the Change in Control, or (3) the date which is one year after the Change in Control; provided, however, that the Trustee under the Deferred Compensation Trust is required promptly to pay to you or your Surviving Spouse, as applicable, from the trust account from time to time amounts, not exceeding in the aggregate the Gross-Up Amount, upon your or your Surviving Spouse's certification to the Trustee that the amount to be paid has been or within 60 days will be paid by you or your Surviving Spouse to a Federal, state or local taxing authority as a result of the Change in Control and the imposition of the excise tax under Section 4999 of the Code (or any successor provision) on the receipt of any portion of the Gross-Up Amount. All amounts in excess of the amount required to be paid from the trust account by the preceding sentence, after all expenses of the Deferred Compensation Trust have been paid, shall revert to the Company provided that the Company has theretofore expressly affirmed its continuing obligations under clause (i)(3) of this Paragraph 10. (iv) Subject to the next sentence of this clause (iv), the payment of the Gross-Up Amount to you or your Surviving Spouse or the account in your or your Surviving Spouse's name in the Deferred Compensation Trust will thereby discharge the Company from any obligations it may have under any present or future stock option or stock award plan, retirement plan or otherwise, to make any other payment as a result of your income becoming subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties with respect to such excise tax. As a result of the uncertainty which will be present in the application of Section 4999 of the Code (or any successor provision) at the time of the determination of the Gross-Up Amount and the possibility that between the date of determination of the Gross-Up Amount and the dates payments are to be made to you or your Surviving Spouse under this Agreement, changes in applicable tax laws will result Page 15 October 2, 2000 in an incorrect determination of the Gross-Up Amount having been made, it is possible that (1) payment of a portion of the Gross-Up Amount will not have been made by the Company which should have been made (an "Underpayment"), or (2) payment of a portion of the Gross-Up Amount will have been made which should not have been made (an "Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that you or your Surviving Spouse discover that an Overpayment shall have occurred, the amount thereof shall be promptly repaid by you or your Surviving Spouse to the Company. (v) Prior to the occurrence of a Change in Control, any deposits made by the Company to an account in the Deferred Compensation Trust may be withdrawn by the Company. Upon the occurrence of a Change in Control, all further obligations of the Company under this Agreement (other than under this Paragraph 10 to the extent not theretofore performed) shall terminate in all respects. 11. We also agree upon the following: a. Prior to the occurrence of a Change in Control, the Compensation Committee of the Company's Board of Directors, or any other committee however titled which shall be vested with authority with respect to the compensation of the Company's officers and executives (in either case, the "Committee"), shall have the exclusive authority to make all determinations which may be necessary in connection with this Agreement including the dates of and whether you are or continue to be Disabled, the amount of annual benefits payable hereunder by reason of offsets hereunder due to employment by other employers, the interpretation of this Agreement, and all other matters or disputes arising under this Agreement. The determinations and findings of the Committee shall be conclusive and binding, without appeal, upon both of us. b. You will not during your employment or Disability, and after Retirement or the termination of your employment, for any reason disclose or make use of for your Page 16 October 2, 2000 own or another person's benefit under any circumstances any of the Company's Proprietary Information. Proprietary Information shall include trade secrets, secret processes, information concerning products, developments, manufacturing techniques, new product or marketing plans, inventions, research and development information or results, sales, pricing and financial data, information relating to the management, operations or planning of the Company and any other information treated as confidential or proprietary. c. You agree that you will not following your termination of employment for any reason (whether on Retirement, Disability or termination prior to attaining age 65) thereafter directly or indirectly engage in any business activities, whether as a consultant, advisor or otherwise, in which the Company is engaged in any geographic area in which the products or services of the Company have been sold, distributed or provided during the five year period prior to the date of your termination of employment. In light of ongoing payments to be received by you and your Surviving Spouse for your respective lives, the restrictions contained in the preceding sentence shall be unlimited in duration provided no Change in Control has occurred and, in the event of a Change in Control, all such restrictions shall terminate one year thereafter. In addition to the foregoing and provided no Change in Control has occurred, if while you or your Surviving Spouse is receiving retirement or other benefits pursuant to this Agreement, in the judgment of the Committee you or your Surviving Spouse directly or indirectly engage in activity or act in a manner which can be considered adverse to the interest of the Company or any of its direct or indirect subsidiaries or affiliated companies, the Committee may terminate rights to any further benefits hereunder. d. Except as may be provided to the contrary in a duly authorized written agreement between you and the Company you acknowledge that the Company has made no commitments to you of any kind with respect to the continuation of your employment, which we expressly agree Page 17 October 2, 2000 is an employment at will, and you or the Company shall have the unrestricted right to terminate your employment with or without cause, at any time in your or its discretion. e. At the Company's request, expressed through a Company officer, you agree to provide such information with respect to matters which may arise in connection with this Agreement as may be deemed necessary by the Company or the Committee, including for example only and not in limitation, information concerning benefits payable to you from third parties, and you further agree to submit to such medical examinations by duly licensed physicians as may be requested by the Company from time to time. You also agree to direct third parties to provide such information, and your Surviving Spouse's cooperation in providing such information is a condition to the receipt of survivor's benefits under this Agreement. f. To the extent permitted by law, no interest in this Agreement or benefits payable to you or to your Surviving Spouse shall be subject to anticipation, or to pledge, assignment, sale or transfer in any manner nor shall you or your Surviving Spouse have the power in any manner to charge or encumber such interest or benefits, nor shall such interest or benefits be liable or subject in any manner for the liabilities of you or your Surviving Spouse's debts, contracts, torts or other engagements of any kind. g. No person other than you and your Surviving Spouse shall have any rights or property interest of any kind whatsoever pursuant to this Agreement, and neither you nor your Surviving Spouse shall have any rights hereunder other than those expressly provided in this Agreement. Upon the death of you and your Surviving Spouse no further benefits of whatsoever kind or nature shall accrue or be payable pursuant to this Agreement. h. All benefits payable pursuant to this Agreement, other than pursuant to paragraph 10, shall be paid in installments of one-twelfth of the annual benefit, or at such shorter intervals as may be deemed advisable by the Page 18 October 2, 2000 Company in its discretion, upon receipt of your or your Surviving Spouse's written application, or by the applicant's personal representative in the event of any legal disability. i. Except as provided in paragraph 10, all benefits under this Agreement shall be payable from the Company's general assets, which assets (including all funds in the Deferred Compensation Trust) are subject to the claims of the Company's general creditors, and are not set aside for your or your Surviving Spouse's benefit. j. You agree that, if the Company establishes the Deferred Compensation Trust, the Company is entitled at any time prior to a Change in Control to revoke such trust and withdraw all funds theretofore deposited in such trust. You acknowledge that although this Agreement refers from time to time to your or your Surviving Spouse's trust account, no separate trust will be created and all assets of any Deferred Compensation Trust will be commingled. k. This Agreement shall be governed by the laws of the State of Michigan. 12. We have agreed that the determinations of the Committee described in paragraph 11a shall be conclusive as provided in such paragraph, but if for any reason a claim is asserted which subverts the provisions of paragraph 11a, we agree that, except for causes of action which may arise under paragraph 11b and the first paragraph of paragraph 11c and provided no Change in Control has occurred, arbitration shall be the sole and exclusive remedy to resolve all disputes, claims or controversies which could be the subject of litigation (hereafter referred to as "dispute") involving or arising out of this Agreement. It is our mutual intention that the arbitration award will be final and binding and that a judgment on the award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms. The arbitrator shall be chosen in accordance with the commercial arbitration rules of the American Arbitration Association and the expenses of the arbitration shall be borne Page 19 October 2, 2000 equally by the parties to the dispute. The place of the arbitration shall be the principal offices of the American Arbitration Association in the metropolitan Detroit area. The arbitrator's sole authority shall be to apply the clauses of this Agreement. We agree that the provisions of this paragraph 12, and the decision of the arbitrator with respect to any dispute, with only the exceptions provided in the first paragraph of this paragraph 12, shall be the sole and exclusive remedy for any alleged cause of action in any manner based upon or arising out of this Agreement. Subject to the foregoing exceptions, we acknowledge that since arbitration is the exclusive remedy, neither of us or any party claiming under this Agreement has the right to resort to any federal, state or local court or administrative agency concerning any matters dealt with by this Agreement and that the decision of the arbitrator shall be a complete defense to any action or proceeding instituted in any tribunal or agency with respect to any dispute. The arbitration provisions contained in this paragraph shall survive the termination or expiration of this Agreement, and shall be binding on our respective successors, personal representatives and any other party asserting a claim based upon this Agreement. We further agree that any demand for arbitration must be made within one year of the time any claim accrues which you or any person claiming hereunder may have against the Company; unless demand is made within such period, it is forever barred. Page 20 October 2, 2000 We are pleased to be able to make this supplemental plan available to you. Please examine the terms of this Agreement carefully and at your earliest convenience indicate your assent to all of its terms and conditions by signing and dating where provided below and returning a signed copy to me. Sincerely, MASCO CORPORATION By ------------------------------------- Richard A. Manoogian Chief Executive Officer DATE: ------------------- Form for: Timothy Wadhams [Date] Dear : Our Company's Board of Directors has adopted a plan whereby supplemental retirement and other benefits, in addition to those provided under the Company's pension and other benefit plans, will be made available to those Company and subsidiary executives as may be designated from time to time by the Company's Chief Executive Officer. The plan providing such benefits, as originally made available to designated executives in 1987 and as subsequently amended from time to time heretofore or in the future, is referred to in this letter as the "Plan". You are currently a participant in a similar plan maintained by Metaldyne Corporation (formerly known as MascoTech, Inc.) ("Metaldyne") upon the terms of a letter agreement signed by you and dated November 21, 2000 as modified by paragraph 6 of an employment, release and consulting agreement ("the November 22 Agreement") dated November 22, 2000 (such plan as so modified referred to herein as the "Existing Agreement"). Concurrently with your execution of this Agreement you have waived and released Metaldyne Corporation from all rights to which you were previously entitled under the Existing Agreement. The agreements contained in this letter, once accepted by you, establish your participation in the Plan as of the date hereof and describe in full your benefits pursuant to the Plan and all of the Company's obligations to you, and yours to the Company with respect to the Plan. These benefits as described below are contractual obligations of the Company. For the purposes of this Agreement, words and terms are defined as follows: a. "Average Compensation" shall mean the aggregate of your highest three year's total annual cash compensation paid to you by the Company, consisting of (i) base salaries and (ii) regular year-end cash bonuses paid with respect to the years in which such salaries are paid (the bonus with respect to any such year, however, only to be included in an amount not in excess of 60% of the base salary in effect at the end Page 2 of such year), divided by three, provided, however, (x) if any portion of a bonus is excluded by the parenthetical contained in clause (ii) above, the total amount excluded will be added to one or both of the other two years included in the calculation as long as the amount so added does not result in a bonus with respect to any year exceeding 60% of the base salary in effect at the end of that year, and (y) if you have on the date of determination less than three full years of employment the foregoing calculation, including any adjustment required by clause (x) above, shall be based on the average base salaries and regular year-end cash bonuses paid to you while so employed. b. A "Change in Control" shall be deemed to have occurred if, during any period of twenty-four consecutive calendar months, the individuals who at the beginning of such period constitute the Company's Board of Directors, and any new directors (other than Excluded Directors) whose election by such Board or nomination for election by stockholders was approved by a vote of at least two-thirds of the members of such Board who were either directors on such Board at the beginning of the period or whose election or nomination for election as directors was previously so approved, for any reason cease to constitute at least a majority of the members thereof. Excluded Directors are directors whose election by the Board or approval by the Board for stockholder election occurred within one year after any "person" or "group of persons" as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934 commencing a tender offer for, or becoming the beneficial owner of, voting securities representing 25 percent or more of the combined voting power of all outstanding voting securities of the Company, other than pursuant to a tender offer approved by the Board prior to its commencement or pursuant to stock acquisitions approved by the Board prior to their representing 25 percent or more of such combined voting power. c. "Code" means the Internal Revenue Code of 1986, as amended. d. "Company" shall mean Masco Corporation or any corporation in which Masco Corporation owns directly or indirectly stock possessing in excess of 50% of the total combined voting power of all classes of stock. e. The "Deferred Compensation Trust" shall mean any trust created by the Company to receive the deposit referred to in clause (2) of paragraph 10. Page 3 f. "Disability" and "Disabled" shall mean your being unable to perform your duties as a Company executive by reason of your physical or mental condition, prior to your attaining age 65, provided that you have been employed by the Company for two consecutive Years or more at the time you first became Disabled. g. The "Gross-Up Amount" (i) shall be determined if any payment or distribution by the Company to or for your benefit, whether paid, distributed, payable or distributed or distributable pursuant to the terms of this Agreement, any stock option or stock award plan, retirement plan or otherwise (such payment or distribution, other than an Excise Tax Adjustment Payment under clause (ii), is referred to herein as a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties with respect to such excise tax (such excise tax together with any such interest or penalties are referred to herein as the "Excise Tax"), and (ii) shall mean an additional payment (the "Excise Tax Adjustment Payment") in an amount such that after subtracting from the Excise Tax Adjustment Payment your payment of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Excise Tax Adjustment Payment, the balance will be equal to the Excise Tax imposed upon the Payments. All determinations required to be made with respect to the "Gross-Up Amount", including whether an Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be made by PricewaterhouseCoopers LLP, or such national accounting firm as the Company may designate prior to a Change in Control, which shall provide detailed supporting calculations to the Company and you. Except as provided in clause (iv) of paragraph 10, all such determinations shall be binding upon you and the Company. h. "PBGC" shall mean the Pension Benefit Guaranty Corporation. i. "Present Value" of future benefits means the discounted present value of those benefits (including therein the benefits, if any, your Surviving Spouse would be entitled to receive under this Agreement upon your death), using the UP-1984 Mortality Table and discounted by the interest rate used, for purposes of determining the present value of a lump sum distribution on plan termination, by the PBGC on the Page 4 first day of the month which is (i) four months prior to the month in which a Change in Control occurs or (ii) the month in which your death occurs if the Present Value is being calculated under the proviso in the last sentence of paragraph 4 (or if the PBGC has ceased publishing such interest rate, such other interest rate as the Board of Directors deems is an appropriate substitute). The above PBGC interest rate is intended to be determined based on PBGC methodology and regulations in effect on September 1, 1993 (as contained in 29 CFR Part 2619). j. "Profit Sharing Conversion Factor" shall be a factor equal to the present value of a life annuity payable at the later of age 65 or attained age based on the 1983 Group Annuity Mortality Table using a blend of 50% of the male mortality rates and 50% of the female mortality rates as set forth in Revenue Ruling 95-6 (or such other mortality table that the Internal Revenue Service may prescribe in the future) and an interest rate equal to the average yield for 30-year Treasury Constant Maturities, as reported in Federal Reserve Statistical Releases G.13 and H.15, four months prior to the month of the date of determination (or, if such interest rate ceases to be so reported, such other interest rate as the Board of Directors deems is an appropriate substitute). k. "Retirement" shall mean your termination of employment with the Company, on or after you attain age 65. Your acting as a consultant shall not be considered employment. l. "SERP Percentage" of your Average Compensation is 60%. m. "Surviving Spouse" shall be the person to whom you shall be legally married (under the law of the jurisdiction of your permanent residence) at the date of (i) your Retirement or death after attaining age 65 (if death terminated employment with the Company) for the purposes of paragraphs 1, 2 and 3, (ii) your death for the purposes of paragraph 5 and, if paragraph 5 is applicable, for the purposes of paragraph 3,(iii) the commencement of your Disability for the purposes of paragraphs 6 and 7 and, as long as paragraphs 6 or 7 are applicable, for the purposes of paragraph 3, (iv) your termination of employment for the purposes of paragraph 4 and, if paragraph 4 is applicable, for purposes of paragraph 3 and (v) a "Change in Control" for the purposes of paragraph 10 if none of clauses (i) through (iv) has become applicable prior to the Change in Control and, if this clause (v) is Page 5 applicable, for purposes of paragraph 3. For the purposes of paragraphs 11a, 11e, 11f, 11g, 11h, 11i and 11j, "Surviving Spouse" shall be any spouse entitled to any benefits hereunder. n. If you become Disabled, "Total Compensation" shall mean 160% of your annual base salary rate at the time of your Disability. o. "Vested Percentage" shall mean 100%. p. "Year" shall mean twelve full consecutive months, and "year" shall mean a calendar year. q. "Years of Service" shall mean the number of Years during which you were employed by the Company (including Years of Service for the time you were employed by Metaldyne and its predecessors but excluding Years of Service with any other corporation prior to the time it became a subsidiary of or otherwise affiliated with Masco Corporation). 1. In accordance with the Plan, upon your Retirement the Company will pay you annually during your lifetime, subject to paragraph 8 below, the SERP Percentage of your Average Compensation, less: (i) a sum equal to the annual benefit which would be payable to you upon your Retirement if benefits payable to you under the Company funded qualified pension plans and the defined benefit (pension) plan provisions of the Company's Retirement Benefits Restoration Plan and any similar plan were converted to a life annuity, or if you are married when you retire, to a 50% joint and spouse survivor life annuity, (ii) a sum equal to the annual benefit which would be payable to you upon Retirement if your vested accounts in the Company's qualified defined contribution plans (excluding your contributions and earnings thereon in the Company's 401(k) Savings Plan) and the defined contribution (profit sharing) provisions of the Company's Retirement Benefits Restoration Plan and any similar plan were converted to a life annuity in accordance with the Profit Sharing Conversion Factor, and (iii) any retirement benefits paid or payable to you by reason of employment by all other employers (the amount of such deduction, in the case of benefits paid or payable other than on an annual basis, to be determined on an annualized basis by the Committee referred to in paragraph 11 and excluding from such deduction any portion thereof, and earnings thereon, determined by such Committee to have been contributed by you rather than such other employers); provided, however, in all cases the amount offset pursuant to these subsections (i), (ii) and (iii) shall be determined prior to the effect of any payments from the Page 6 plans and trusts referred to therein which are authorized pursuant to any Qualified Domestic Relations Order under ERISA, or other comparable order allocating marital or other rights under state law as applied to retirement benefits from non-qualified plans. 2. Upon your death after Retirement or while employed by the Company after attaining age 65, your Surviving Spouse shall receive for life 75% of the annual benefit pursuant to paragraph 1 of this Agreement which was payable to you prior to your death (or, if death terminated employment after attaining age 65, which would have been payable to you had your Retirement occurred immediately prior to your death). 3. The Company will provide, purchase or at its option provide reimbursement for premiums paid for such supplemental medical insurance as the Company in its sole discretion may deem advisable from time to time (i) for you and your Surviving Spouse for the lifetime of each of you (A) following a termination of your employment with the Company due to Retirement or Disability, and (B) following any other termination of employment with the Company provided you and your Surviving Spouse are not covered by another medical insurance program substantially all of the cost of which is paid by another employer and (ii) for your Surviving Spouse for his or her lifetime upon a termination of your employment with the Company due to your death. In addition to the foregoing, the Company guarantees the performance by Metaldyne of its obligations under clause (ii) of paragraph 4(b) of the November 22 Agreement. 4. If your employment with the Company is for any reason terminated prior to Retirement, other than as a result of circumstances described in paragraphs 2, 5 or 6 of this Agreement or following a Change in Control, and if prior to the date of termination you have completed 5 or more Years of Service, upon your attaining age 65 the Company will pay to you annually during your lifetime, subject to paragraph 8 below, the Vested Percentage of the result obtained by (1) multiplying your SERP Percentage at the date your employment terminated by your Average Compensation, less (2) the sum of the following: (i) a sum equal to the annual benefit which would be payable to you upon your attaining age 65 if benefits payable to you under the Company and Metaldyne funded qualified pension plans and the defined benefit (pension) plan provisions of the Company's and Metaldyne's Retirement Benefits Restoration Plan and any similar plan were converted to a life annuity, or if you are married when you attain age 65, to a 50% joint and spouse survivor life annuity, (ii) a sum equal to the annual benefit which would be payable to you upon your attaining age 65 if an amount equal to your vested accounts at the date of Page 7 your termination of employment with the Company in the Company's and Metaldyne's qualified defined contribution plans (excluding your contributions and earnings thereon in the Company's 401(k) Savings Plan) and the defined contribution (profit sharing) provisions of the Company's and Metaldyne's Retirement Benefits Restoration Plan and any similar plan (in each case increased from the date of termination to age 65 at the imputed rate of 4% per annum) were converted to a life annuity in accordance with the Profit Sharing Conversion Factor, and (iii) to the extent the annual payments described in this clause (iii) and the annual payments you would otherwise be entitled to receive under this paragraph 4 would, in the aggregate exceed (the "excess amount") the annual payments you would have received under paragraph 1 had you remained employed by the Company until Retirement (assuming for purposes of this clause no compensation increases), any retirement benefits paid or payable to you by reason of employment by all other previous or future employers (other than Metaldyne), but only to the extent of such excess amount (the amount of such deduction, in the case of benefits paid or payable other than on an annual basis, to be determined on an annualized basis by the Committee referred to in paragraph 11 and excluding from such deduction any portion thereof, and earnings thereon, determined by such Committee to have been contributed by you rather than your prior or future employers); provided, however, in all cases the amount offset pursuant to these subsections (i), (ii) and (iii) shall be determined prior to the effect of any payments from the plans and trusts referred to therein which are authorized pursuant to any Qualified Domestic Relations Order under ERISA, or other comparable order allocating marital or other rights under state law as applied to retirement benefits from non-qualified plans. Upon your death on or after age 65 should you be survived by your Surviving Spouse, your Surviving Spouse shall receive for life, commencing upon the date of your death, 75% of the annual benefit payable to you under the preceding sentence following your attainment of age 65; provided, further, if your death should occur prior to age 65, your Surviving Spouse shall receive for life, commencing upon the date of your death, 75% of the annual benefit which would have been payable to you under the preceding sentence following your attainment of age 65, reduced by a factor of actuarial equivalence as determined by the Committee, such that the Present Value of the aggregate payments to be received by your Surviving Spouse based on his or her life expectancy as of the date of your death is equal to the Present Value, determined at the date of your death, of the aggregate payments estimated to be received by your Surviving Spouse based on his or her life expectancy at an age, and as if your Surviving Spouse had begun receiving payments, when you would have attained age 65. Page 8 5. If while employed by the Company you die prior to your attaining age 65 leaving a Surviving Spouse, and provided you shall have been employed by the Company for two consecutive Years or more, your Surviving Spouse shall receive annually for life, subject to paragraph 8 below, 75% of the SERP Percentage of your Average Compensation, less: (i) a sum equal to the annual benefit which would be payable to your Surviving Spouse under the Company funded qualified pension plans and the defined benefit (pension) plan provisions of the Company's Retirement Benefits Restoration Plan and any similar plan if such benefit were converted to a life annuity (such deduction, however, only to commence on the date such benefit is first payable), (ii) a sum equal to the annual payments which would be received by your Surviving Spouse as if your spouse were designated as the beneficiary of your vested accounts in the Company's qualified defined contribution plans (excluding your contributions and earnings thereon in the Company's 401(k) Savings Plan) and the defined contribution (profit sharing) provisions of the Company's Retirement Benefits Restoration Plan and any similar plan and such accounts were converted to a life annuity at the time of your death in accordance with the Profit Sharing Conversion Factor, and (iii) any retirement benefits paid or payable to you or your Surviving Spouse by reason of your employment by all other employers (the amount of such deduction, in the case of benefits paid or payable other than on an annual basis, to be determined on an annualized basis by the Committee referred to in paragraph 11 and excluding from such deduction any portion thereof, and earnings thereon, determined by such Committee to have been contributed by you rather than such other employers); provided, however, in all cases the amount offset pursuant to these subsections (i),(ii) and (iii) shall be determined prior to the effect of any payments from the plans and trusts referred to therein which are authorized pursuant to any Qualified Domestic Relations Order under ERISA, or other comparable order allocating marital or other rights under state law as applied to retirement benefits from non-qualified plans. No death benefits are payable except to your Surviving Spouse. 6. If you shall have been employed by the Company for two Years or more and while employed by the Company you become Disabled prior to your attaining age 65, until the earlier of your death, termination of Disability or attaining age 65 the Company will pay you an annual benefit, subject to paragraph 8 below, equal to 60% of your Total Compensation less any benefits payable to you pursuant to long-term disability insurance under programs provided by the Company. If your Disability continues until you attain age 65, you shall be considered retired and you shall receive retirement benefits pursuant to paragraph 1 above, based upon your Page 9 Average Compensation as of the date it is determined you became Disabled. 7. If you die leaving a Surviving Spouse while receiving Disability benefits pursuant to paragraph 6 of this Agreement, you will be deemed to have retired on your death and your Surviving Spouse shall receive for life 75% of the annual benefit which would have been payable to you if you had retired on the date of your death and your benefit determined pursuant to paragraph 1, based upon your Average Compensation as of the date you became Disabled. 8. If the age of your Surviving Spouse is more than 20 years younger than your age, then the annual benefit payable under paragraphs 1, 4, 5 and 6 of this Agreement and the benefit payable as "the SERP Percentage of your Average Compensation", as that phrase is used in paragraph 5 of this Agreement, shall be reduced by the percentage obtained by multiplying 1.5% times the number of Years or portion thereof by which your Surviving Spouse is more than 20 years younger than you. 9. If you or your Surviving Spouse is eligible to receive benefits hereunder, unless otherwise specifically agreed by the Company in writing, you and your Surviving Spouse will not be able to receive benefits under any other Company sponsored non-qualified retirement plans other than the Company's Retirement Benefits Restoration Plan. For this purpose benefits received under the Company's non-qualified stock option or stock award plans will not be considered to have been received under a Company sponsored non-qualified retirement plan even though such benefits are received after retirement. Except as provided in the last sentence of paragraph 3, the last sentence of paragraph 4 and in paragraph 10 of this Agreement, no benefits will be paid to your Surviving Spouse pursuant to this Agreement unless upon your death you were employed by the Company, Disabled or had taken Retirement from the Company. 10. Change in Control. (i) Immediately upon the occurrence of any Change in Control: (1) If you are then employed by the Company, your Vested Percentage, if not already 100%, shall be deemed for all purposes of this Agreement to be 100%. (2) If the Deferred Compensation Trust has theretofore been established or is established within thirty days after the Change in Control, the Company shall forthwith deposit to an account in your name (or that of your Surviving Spouse if you are then deceased and your Surviving Spouse is entitled to Page 10 benefits hereunder) in the Deferred Compensation Trust 110% of the sum of the Gross-Up Amount plus: (A) If you are then employed by the Company, an amount equal to the discounted Present Value of the benefits which would have been payable under paragraphs 1 and 2 of this Agreement upon Retirement at age 65 or attained age if greater, assuming for purposes of this clause, no compensation increases and that if younger than age 65 you and your Surviving Spouse had attained such age; (B) If employment has previously been terminated but you or your Surviving Spouse is then entitled in the future to receive benefits under paragraph 4 of this Agreement, an amount equal to the discounted Present Value of the benefits which would have been payable under such paragraph; (C) If you or your Surviving Spouse is then receiving payments under paragraphs 1, 2, 4, 5 or 7 of this Agreement, an amount equal to the Present Value of those benefits payable in the future to you and your Surviving Spouse; and (D) If you are then receiving payments under paragraph 6 of this Agreement, an amount equal to the Present Value of the benefits which would have been payable under paragraphs 6 and 7 on the assumption you would have continued to receive benefits under paragraph 6 until you had attained age 65 and thereafter continued to receive benefits as though you were deemed to have retired. (3) The Company shall thereafter be obligated to provide such supplemental medical insurance as has theretofore in the discretion of the Company been generally provided to participants and their Surviving Spouses under the Plan (after giving effect to the last sentence of paragraph 3 and the provisions of clause (ii) of paragraph 4(b) of the November 22 Agreement)(A) to you and your Surviving Spouse if you or your Surviving Spouse is then receiving benefits under paragraph 3, (B) to you and your Surviving Spouse if you become Disabled if you are employed by the Company at the time of the Change in Control, (C) to your Surviving Spouse upon your death if you are employed by the Company at the time of the Change in Control and (D) to you and your Surviving Spouse upon any termination of employment following Page 11 any Change in Control but only during the periods when you and your Surviving Spouse are not covered by another medical insurance program substantially all of the cost of which is paid by another employer. The obligations of the Company under this clause (i)(3) shall remain in effect for the lifetime of both you and your Surviving Spouse. (4) If the Deferred Compensation Trust is not established prior to or within thirty days after the Change in Control, all payments which would have otherwise have been made to you or your Surviving Spouse from the Deferred Compensation Trust shall immediately after such thirty day period be made to you or your Surviving Spouse by the Company. (ii) Any deposit by the Company to an account in your name or that of your Surviving Spouse in the Deferred Compensation Trust prior to the occurrence of the Change in Control, together with all income then accrued thereon (but only to the extent of the value of such deposited amount and the income accrued thereon on the day of any deposit under clause (i)(2) of this paragraph 10), shall reduce by an equal amount the obligations of the Company to make the deposit required under clause (i)(2) of this paragraph 10. (iii) At or prior to making the deposit required by clause (i)(2) of this paragraph 10, the Company shall deliver to the Trustee under the Deferred Compensation Trust a certificate specifying that portion, if any, of the amount in the trust account, after giving effect to the deposit, which is represented by the Gross-Up Amount. Payment of 90.91% of the amount required by clause (i)(2) of this paragraph 10 to be paid to the trust account, together with any income accrued thereon from the date of the Change in Control, is to be made to you or your Surviving Spouse, as applicable, under the terms of the Deferred Compensation Trust, at the earlier of (1) immediately upon a Change in Control if you then are deceased or have attained age 65 or are Disabled, (2) your death subsequent to the Change in Control, or (3) the date which is one year after the Change in Control; provided, however, that the Trustee under the Deferred Compensation Trust is required promptly to pay to you or your Surviving Spouse, as applicable, from the trust account from time to time amounts, not exceeding in the aggregate the Gross-Up Amount, upon your or your Surviving Spouse's certification to the Trustee that the amount to be paid has been or within 60 days will be paid by you or your Surviving Spouse to a Federal, state or local taxing authority as a result of the Change in Control and the imposition of the excise tax under Section 4999 of the Code (or any successor provision) on the receipt of any portion of the Gross-Up Amount. All amounts in excess of the Page 12 amount required to be paid from the trust account by the preceding sentence, after all expenses of the Deferred Compensation Trust have been paid, shall revert to the Company provided that the Company has theretofore expressly affirmed its continuing obligations under clause (i)(3) of this Paragraph 10. (iv) Subject to the next sentence of this clause (iv), the payment of the Gross-Up Amount to you or your Surviving Spouse or the account in your or your Surviving Spouse's name in the Deferred Compensation Trust will thereby discharge the Company from any obligations it may have under any present or future stock option or stock award plan, retirement plan or otherwise, to make any other payment as a result of your income becoming subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) or any interest or penalties with respect to such excise tax. As a result of the uncertainty which will be present in the application of Section 4999 of the Code (or any successor provision) at the time of the determination of the Gross-Up Amount and the possibility that between the date of determination of the Gross-Up Amount and the dates payments are to be made to you or your Surviving Spouse under this Agreement, changes in applicable tax laws will result in an incorrect determination of the Gross-Up Amount having been made, it is possible that (1) payment of a portion of the Gross-Up Amount will not have been made by the Company which should have been made (an "Underpayment"), or (2) payment of a portion of the Gross-Up Amount will have been made which should not have been made (an "Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, such Underpayment shall be promptly paid by the Company to or for your benefit. In the event that you or your Surviving Spouse discover that an Overpayment shall have occurred, the amount thereof shall be promptly repaid by you or your Surviving Spouse to the Company. (v) Prior to the occurrence of a Change in Control, any deposits made by the Company to an account in the Deferred Compensation Trust may be withdrawn by the Company. Upon the occurrence of a Change in Control, all further obligations of the Company under this Agreement (other than under this Paragraph 10 to the extent not theretofore performed) shall terminate in all respects. 11. We also agree upon the following: a. Prior to the occurrence of a Change in Control, the Compensation Committee of the Company's Board of Directors, or any other committee however titled which shall be vested with authority with respect to the compensation of the Company's Page 13 officers and executives (in either case, the "Committee"), shall have the exclusive authority to make all determinations which may be necessary in connection with this Agreement including the dates of and whether you are or continue to be Disabled, the amount of annual benefits payable hereunder by reason of offsets hereunder due to employment by other employers, the interpretation of this Agreement, and all other matters or disputes arising under this Agreement. The determinations and findings of the Committee shall be conclusive and binding, without appeal, upon both of us. b. You will not during your employment or Disability, and after Retirement or the termination of your employment, for any reason disclose or make use of for your own or another person's benefit under any circumstances any of the Company's Proprietary Information. Proprietary Information shall include trade secrets, secret processes, information concerning products, developments, manufacturing techniques, new product or marketing plans, inventions, research and development information or results, sales, pricing and financial data, information relating to the management, operations or planning of the Company and any other information treated as confidential or proprietary. c. You agree that you will not following your termination of employment for any reason (whether on Retirement, Disability or termination prior to attaining age 65) thereafter directly or indirectly engage in any business activities, whether as a consultant, advisor or otherwise, in which the Company is engaged in any geographic area in which the products or services of the Company have been sold, distributed or provided during the five year period prior to the date of your termination of employment. In light of ongoing payments to be received by you and your Surviving Spouse for your respective lives, the restrictions contained in the preceding sentence shall be unlimited in duration provided no Change in Control has occurred and, in the event of a Change in Control, all such restrictions shall terminate one year thereafter. In addition to the foregoing and provided no Change in Control has occurred, if while you or your Surviving Spouse is receiving retirement or other benefits pursuant to this Agreement, in the judgment of the Committee you or your Surviving Spouse directly or indirectly engage in activity or act in a manner which can be considered adverse to the interest of the Company or any of its direct or indirect Page 14 subsidiaries or affiliated companies, the Committee may terminate rights to any further benefits hereunder. d. Except as may be provided to the contrary in a duly authorized written agreement between you and the Company you acknowledge that the Company has made no commitments to you of any kind with respect to the continuation of your employment, which we expressly agree is an employment at will, and you or the Company shall have the unrestricted right to terminate your employment with or without cause, at any time in your or its discretion. e. At the Company's request, expressed through a Company officer, you agree to provide such information with respect to matters which may arise in connection with this Agreement as may be deemed necessary by the Company or the Committee, including for example only and not in limitation, information concerning benefits payable to you from third parties, and you further agree to submit to such medical examinations by duly licensed physicians as may be requested by the Company from time to time. You also agree to direct third parties to provide such information, and your Surviving Spouse's cooperation in providing such information is a condition to the receipt of survivor's benefits under this Agreement. f. To the extent permitted by law, no interest in this Agreement or benefits payable to you or to your Surviving Spouse shall be subject to anticipation, or to pledge, assignment, sale or transfer in any manner nor shall you or your Surviving Spouse have the power in any manner to charge or encumber such interest or benefits, nor shall such interest or benefits be liable or subject in any manner for the liabilities of you or your Surviving Spouse's debts, contracts, torts or other engagements of any kind. g. No person other than you and your Surviving Spouse shall have any rights or property interest of any kind whatsoever pursuant to this Agreement, and neither you nor your Surviving Spouse shall have any rights hereunder other than those expressly provided in this Agreement. Upon the death of you and your Surviving Spouse no further benefits of whatsoever kind or nature shall accrue or be payable pursuant to this Agreement. h. All benefits payable pursuant to this Agreement, other than pursuant to paragraph 10, shall be paid in installments of one-twelfth of the annual benefit, or at such Page 15 shorter intervals as may be deemed advisable by the Company in its discretion, upon receipt of your or your Surviving Spouse's written application, or by the applicant's personal representative in the event of any legal disability. i. Except as provided in paragraph 10, all benefits under this Agreement shall be payable from the Company's general assets, which assets (including all funds in the Deferred Compensation Trust) are subject to the claims of the Company's general creditors, and are not set aside for your or your Surviving Spouse's benefit. j. You agree that, if the Company establishes the Deferred Compensation Trust, the Company is entitled at any time prior to a Change in Control to revoke such trust and withdraw all funds theretofore deposited in such trust. You acknowledge that although this Agreement refers from time to time to your or your Surviving Spouse's trust account, no separate trust will be created and all assets of any Deferred Compensation Trust will be commingled. k. This Agreement shall be governed by the laws of the State of Michigan. 12. We have agreed that the determinations of the Committee described in paragraph 11a shall be conclusive as provided in such paragraph, but if for any reason a claim is asserted which subverts the provisions of paragraph 11a, we agree that, except for causes of action which may arise under paragraph 11b and the first paragraph of paragraph 11c and provided no Change in Control has occurred, arbitration shall be the sole and exclusive remedy to resolve all disputes, claims or controversies which could be the subject of litigation (hereafter referred to as "dispute") involving or arising out of this Agreement. It is our mutual intention that the arbitration award will be final and binding and that a judgment on the award may be entered in any court of competent jurisdiction and enforcement may be had according to its terms. The arbitrator shall be chosen in accordance with the commercial arbitration rules of the American Arbitration Association and the expenses of the arbitration shall be borne equally by the parties to the dispute. The place of the arbitration shall be the principal offices of the American Arbitration Association in the metropolitan Detroit area. The arbitrator's sole authority shall be to apply the clauses of this Agreement. Page 16 We agree that the provisions of this paragraph 12, and the decision of the arbitrator with respect to any dispute, with only the exceptions provided in the first paragraph of this paragraph 12, shall be the sole and exclusive remedy for any alleged cause of action in any manner based upon or arising out of this Agreement. Subject to the foregoing exceptions, we acknowledge that since arbitration is the exclusive remedy, neither of us or any party claiming under this Agreement has the right to resort to any federal, state or local court or administrative agency concerning any matters dealt with by this Agreement and that the decision of the arbitrator shall be a complete defense to any action or proceeding instituted in any tribunal or agency with respect to any dispute. The arbitration provisions contained in this paragraph shall survive the termination or expiration of this Agreement, and shall be binding on our respective successors, personal representatives and any other party asserting a claim based upon this Agreement. We further agree that any demand for arbitration must be made within one year of the time any claim accrues which you or any person claiming hereunder may have against the Company; unless demand is made within such period, it is forever barred. We are pleased to be able to make this supplemental plan available to you. Please examine the terms of this Agreement carefully and at your earliest convenience indicate your assent to all of its terms and conditions by signing and dating where provided below and returning a signed copy to me. Sincerely, MASCO CORPORATION By ------------------------------------- Richard A. Manoogian Chief Executive Officer DATE: ---------------- EX-10.L 7 k90992exv10wl.txt OTHER COMPENSATORY ARRANGEMENTS FOR EXECUTIVE OFFICERS Exhibit 10.l OTHER COMPENSATORY ARRANGEMENTS FOR EXECUTIVE OFFICERS In order to assure that the Company's senior executives are fully aware of the tax, legal and financial implications of the Company's benefit programs, the Company has established a program to provide senior executives with assistance in their estate, financial and tax planning matters. Under this program, the Company will pay up to $10,000 for such professional services each year, with a special "carry-forward" of the second year's $10,000 allowance during the first year to cover additional costs associated with development of an initial estate and financial plan. The Company will inform each participant during the course of this process as to the amount of professional fees allocated to services performed on such participant's behalf under the program. The value of any such services received will be taxable as ordinary income to the participant. The Company's named executive officers are permitted to utilize certain Company facilities and equipment for personal purposes, if available. EX-10.O 8 k90992exv10wo.txt COMPENSATION OF NON-EMPLOYEE DIRECTORS Exhibit 10.o COMPENSATION OF DIRECTORS In recognition of the increasing amount of time required to prepare for and attend Board of Directors' meetings, as well as the added responsibilities related to Board service, and after reviewing Director compensation offered by other companies of comparable size in the same industry, the Board of Directors approved an increase in the fees payable to non-employee directors effective July 1, 2004. This is the first increase in non-employee directors' fees since the establishment of the 1997 Non-Employee Directors Stock Plan (the "Directors Stock Plan"), pursuant to which one-half of the cash compensation formerly paid to non-employee Directors was replaced with an annual vesting of shares of restricted stock. Effective July 1, 2004, non-employee Directors receive an annual retainer of $80,000, of which $40,000 is payable in cash and approximately $40,000 is payable in the form of a restricted stock award under the Directors Stock Plan as described below. In addition, each Director receives $1,500 for every Board of Directors or committee meeting attended in person or by telephone. The Chairman of the Audit Committee receives an additional $15,000 for chairing such committee, and the Chairmen of the Organization and Compensation Committee and of the Corporate Governance and Nominating Committee receive an additional $7,500 for chairing such committees. Each award of Company Common Stock under the Directors Stock Plan vests over a five-year period in 20 percent equal annual installments, with the value of the stock award based on the market price of Company Common Stock on the date of grant. Stock awards previously received by non-employee Directors replaced one-half of the five-year compensation of a Director (prorated for a partial first year of service), and as each five-year award expired, a new award equivalent to the five-years of replaced cash compensation was granted. Effective July 1, 2004, awards equivalent to the five-years of replaced cash compensation will be granted only to new non-employee directors. As those awards expire and upon expiration of existing awards initially equivalent to five-years of compensation, a non-employee Director will thereafter receive an annual award that vests over five years, but is equivalent to $40,000, which represents one-year of replaced cash compensation. The Directors Stock Plan also provides for the grant to each non-employee Director on the date of each Annual Meeting of Stockholders of a non-qualified option to purchase 8,000 shares of Company Common Stock at the then current market price. In addition, each new non-employee Director also receives a one-time stock option grant of 32,000 shares under the Company's 1991 Long Term Stock Incentive Plan. All of these options become exercisable in 20 percent installments on the first five anniversaries of the grant date. Each option has a ten-year term for exercise from the date of grant, except that options may generally be exercised for only a limited period of time upon death or following termination of service as a non-employee Director for any reason other than permanent and total disability or retirement on or after normal retirement age. Upon termination of a Director's term for any reason other than death, permanent and total disability or following a change in control, the Company may require the participant to pay back to the Company the net gain realized upon the exercise of any installment of an option that became exercisable within two years prior to termination. The Directors Stock Plan provides that a participant is generally restricted from engaging in certain competitive activities while serving as a Director and for one year following termination of the participant's term as a Director. In the event of a breach of this noncompete agreement, the Company may require the participant to pay back to the Company the net gain realized from an award of restricted stock or upon the exercise of any portion of an option, but only to the extent the gain is realized from restrictions on the award lapsing or exercises occurring, as the case may be, on or after termination or within two years prior to such termination. The Board has established stock ownership guidelines for Directors. The guidelines require non-employee Directors to retain at least 50% of the shares of restricted Company Common Stock they receive as compensation from the Company until the date of their termination or retirement from service as a Director. Directors are eligible to participate in the Company's matching gifts program (which is available to Company employees) pursuant to which the Company will match gifts made to eligible educational and cultural institutions up to an aggregate of $10,000 per year for each participant. In addition, to facilitate Directors' attendance at Board and committee meetings, the Company may provide transportation on Company aircraft. A Director's spouse is permitted to accompany the Director on such trips if space is available. The Company has permitted, on an infrequent basis, a Director to use a Company aircraft for personal use. Directors are also eligible to participate in the Company's employee purchase program, which enables employees to purchase Company products for their personal use at special discount prices. EX-10.P 9 k90992exv10wp.txt RETIREMENT BENEFIT RESTORATION PLAN Exhibit 10.p MASCO CORPORATION RETIREMENT BENEFIT RESTORATION PLAN EFFECTIVE JANUARY 1, 1995 (as amended October 1, 2004) TABLE OF CONTENTS SECTION 1 - ADOPTION OF PLAN............................................... 1 1.1 Adoption............................................................. 1 1.2 Purpose.............................................................. 1 1.3 Construction......................................................... 1 SECTION 2 - COVERAGE....................................................... 2 2.1 Covered Employees.................................................... 2 2.2 Commencement and Cessation of Coverage............................... 2 SECTION 3 - BENEFITS....................................................... 3 3.1 Amount............................................................... 3 3.2 Timing and Form of Payments.......................................... 4 3.3 Forfeitability....................................................... 4 3.4 No Payment During Employment......................................... 4 SECTION 4 - COST OF BENEFITS............................................... 5 4.1 Current Expense...................................................... 5 4.2 Option to Fund Informally............................................ 5 4.3 Physical Examinations................................................ 5 4.4 No Employee Contributions or Loans................................... 5 SECTION 5 - ADMINISTRATION................................................. 6 5.1 Plan Administrator and Named Fiduciary............................... 6 5.2 Claims Procedure..................................................... 6 5.3 Arbitration.......................................................... 7 SECTION 6 - LIMITATION OF COVERED EMPLOYEE'S RIGHTS........................ 8 6.1 No Contract of Employment............................................ 8 6.2 Unsecured Creditor................................................... 8 6.3 No Trust............................................................. 8 SECTION 7 - AMENDMENT OR TERMINATION....................................... 9 7.1 Right to Amend or Terminate Plan..................................... 9 7.2 Limitations.......................................................... 9 7.3 Payment of Benefits Upon Termination................................. 9 SECTION 8 - MISCELLANEOUS PROVISIONS....................................... 10 8.1 Independence of Benefits............................................. 10 8.2 Nonalienation of Benefits............................................ 10 8.3 Payments for the Benefit of Employee................................. 10 8.4 Use of Words......................................................... 10 8.5 Headings............................................................. 10
i 8.6 Savings Clause....................................................... 10 SECTION 9 - DEFINITIONS.................................................... 11 SECTION 10 - EXECUTION..................................................... 12
ii MASCO CORPORATION RETIREMENT BENEFIT RESTORATION PLAN SECTION 1 ADOPTION OF PLAN 1.1 Adoption. Masco Corporation (Masco) hereby adopts the Masco Corporation Retirement Benefit Restoration Plan (Plan), effective January 1, 1995 (Effective Date. 1.2 Purpose. The sole purpose of the Plan is to provide benefits to a select group of management or highly compensated employees that would be provided to such employees who terminate employment or retire after the Effective Date under certain retirement plans of Masco Corporation and its subsidiaries, which plans are set forth in Appendix "A" hereto and are qualified plans under Section 401(a) of the Internal Revenue Code of 1986, as amended (Code) (the "Qualified Plans"), but for the benefit limitations of the Code, in order to encourage the continued employment and diligent service of such employees with Masco following the Effective Date. Accordingly (by way of example and not limitation), in no event shall the provisions of the Plan be construed to benefit any employee whose termination of employment occurred prior to the Effective Date. 1.3 Construction. The Plan shall be construed in accordance with Michigan law, except where preempted by federal law. It is intended that the Plan shall be unfunded and maintained by Masco primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees, so that the Plan is exempt from the requirements of Parts 2, 3 and 4 of the Employee Retirement Income Security Act of 1974, as amended (ERISA). All provisions of the Plan shall be interpreted in accordance with such intentions. 1 SECTION 2 COVERAGE 2.1 Covered Employees. The coverage of the Plan shall be limited to highly-compensated or management employees of Masco and of those subsidiaries of Masco the Qualified Plans of which are listed in Appendix "A", who (a) receive from Masco or the subsidiary of Masco which is the employer of such person compensation otherwise eligible for coverage under the terms of such Qualified Plan for any calendar year which compensation exceeds $150,000 or such other adjusted limit as provided by Section 401(a)(17) of the Code, or (b) whose benefits or contributions under the Qualified Plans are reduced due to the application of Section 415 of the Code. 2.2 Commencement and Cessation of Coverage. An employee shall be covered under the Plan commencing on the later of (a) the Effective Date or (b) the earlier of the date that his plan-eligible compensation described in Section 2.1 first exceeds the annual limitation amount described in Section 2.1 or the date his benefits or contributions under the Qualified Plans are first reduced by the application of Code Section 415. An employee shall cease to be covered by the Plan on his date of termination of employment from Masco and its subsidiaries. If prior to such termination an employee ceases to qualify for coverage under the Plan due to some other event (by way of examples and not as limitation, a decrease in Plan-eligible compensation or the commencement of employment with a Masco subsidiary which has no Qualified Plan or has discontinued its Qualified Plan), his coverage under the Plan shall cease as of the time such disqualifying event occurs and only the benefits accrued hereunder up to such time shall be payable from this Plan. 2 SECTION 3 BENEFITS 3.1 Amount. Subject to Section 3.3 hereof, a covered employee shall be entitled to either or both, as applicable, the supplemental retirement benefits described below: (a) An annual amount equal to the benefit which would have been payable to the employee under any defined benefit (pension) Qualified Plan in which he is a participant ("Qualified Pension Plan") but for any benefit limitations imposed by the Code on the computation of such benefit, reduced (but not below zero) by (b) any benefits which the employee is eligible to receive, prior to the giving effect to any qualified domestic relations order, under any such Qualified Pension Plan, each benefit being expressed for this purpose in the normal form of payment under said Qualified Pension Plan, plus (c) A single lump sum payment equal to the sum of amounts which would have been contributed to the account of the employee as a company contribution with respect to periods after December 31, 1993 under any defined contribution (profit sharing) Qualified Plan in which he is a participant (but in no case including any amounts, however characterized, which the employee or the company may have contributed to any such plan pursuant to the provisions of Section 401(k) or 401(m) of the Code) ("Qualified Profit Sharing Plan") but for any benefit limitations imposed by the Code on the contribution amount, plus (d) investment adjustments applied to the contribution amounts of Section 3.1(c) which adjustments shall be applied to such accounts (i) utilizing the same provisions for calculating the effect of investment earnings (or losses) as prevail under the terms of any such Qualified Profit Sharing Plan and (ii) utilizing the amount of investment earnings (or loss) as is experienced in a given year in the Masco Master Profit Sharing Trust or other investment vehicle in which the assets of any such Qualified Profit Sharing Plan are invested (and in no case applying any adjustments for forfeitures of any kind) reduced (but not below zero) by (e) the covered employee's account balance attributable to company profit sharing contributions made with respect to periods after December 31, 1993 which the employee is eligible to receive, prior to the giving effect to any qualified domestic relations order, under any such Qualified Profit Sharing Plan, provided, however, that any lump sum payment made pursuant to this Plan shall have no adjustment the purpose of which is to make such payment equivalent after the effect of any taxes which may have to be paid by the employee because such lump sum payments from this Plan are 3 taxable when received as ordinary income and may not be eligible for rollover or other tax-advantaged treatment under the Code. 3.2 Timing and Form of Payments. (a) Retirement benefit payments hereunder which are supplemental to a Qualified Pension Plan shall be made at the same time as benefit payments are made from the Qualified Pension Plan and shall be payable (i) for an employee who is unmarried at the time payments commence, in the form of a single life annuity, or (ii) for any employee who is married when payments commence, in the form of a 50% joint and survivor annuity with the employee's spouse, unless, in either case, the employee validly elects another form of payment for benefits under the Qualified Pension Plan, in which case the supplemental retirement benefit hereunder shall be paid in the same form as benefits are paid under the Qualified Pension Plan, computed using the same formulas and actuarial factors as set forth for the determination of optional forms of benefits under such plan; for purpose of this Section 3.2(a), an employee's marital status and spouse shall be determined in accordance with the Qualified Pension Plan. (b) Retirement benefit payments hereunder which are supplemental to a Qualified Profit Sharing Plan shall be payable in a lump sum and shall be made at the time and to the same person as the lump sum payment is made for the Qualified Profit Sharing Plan. 3.3 Forfeitability. Payment of benefits under the Plan shall be conditioned upon receipt of benefit payments from the respective Qualified Plans and shall be vested in the same manner and to the same extent as benefits under such Qualified Plans. 3.4 No Payment During Employment. Notwithstanding the foregoing, no periodic payments computed under paragraphs (a) and (b) of Section 3.1 of this Plan shall be made during such time as any person both receives payments from any Qualified Plan and is employed by Masco or any affiliated company, and no lump sum payment computed under paragraphs (c), (d) and (e) of Section 3.1 of this Plan shall be made until after the covered employee's termination of employment. 4 SECTION 4 COST OF BENEFITS 4.1 Current Expense. The entire cost of providing benefits under the Plan, including the costs of the Plan Administrator, shall be paid by Masco out of its current operating budget, and Masco's obligations under the Plan shall be an unfunded and unsecured promise to pay. Masco shall not be obligated under any circumstances to separately fund its obligations under the Plan. 4.2 Option to Fund Informally. Notwithstanding Section 4.1, Masco may, at its sole option, or by agreement, informally fund its obligations under the Plan in whole or in part, provided, however, in no event shall such informal funding be construed to create any trust fund, escrow account or other security for an employee with respect to the payment of benefits under the Plan, other than as permitted under Internal Revenue Service and Department of Labor rules and regulations for unfunded supplemental retirement plans. Furthermore, if Masco decides to informally fund the Plan, in whole or in part, by procuring, as owner, life insurance for its own benefit on the lives of employees, the form of such insurance and the amounts thereof shall be the sole decision of Masco, and in no event shall an employee have any incidents of ownership in any such policies of insurance. 4.3 Physical Examinations. If a physical examination is required for Masco to obtain insurance for covered employees under Section 4.2, each employee agrees to undergo such physical examinations as may be required by the insurance carrier. Such physical examinations shall be conducted by a physician approved by Masco, at the expense of Masco. 4.4 No Employee Contributions or Loans. No loans or hardship distributions or contributions by employees are permitted or required under the Plan. 5 SECTION 5 ADMINISTRATION 5.1 Plan Administrator and Named Fiduciary. The Plan Administrator and Named Fiduciary of the Plan for purposes of ERISA shall be Masco Corporation whose business address is 21001 Van Born Road, Taylor, MI 48180, and whose telephone number is (313) 274-7400. Masco shall have the right to change the Plan Administrator and Named Fiduciary of the Plan at any time, and to change the address and telephone number of the same. Masco shall give each covered employee written notice of any such change in the Plan Administrator and Named Fiduciary, or in the address or telephone number of the same. 5.2 Claims Procedure. The Plan Administrator has the power to interpret all provisions of the Plan and make final determinations concerning the meaning of the Plan and the right of any person to benefits under the Plan. Each covered employee, or other person claiming through the employee, must file a written claim for benefits with the Plan Administrator as a prerequisite to the payment of benefits under the Plan. Any denial by the Plan Administrator of a claim for benefits under the Plan by an employee or other person (collectively referred to as "claimant") shall be stated in writing by the Plan Administrator and delivered or mailed to the claimant within 90 days after receipt of the claim, unless special circumstances require an extension of time for processing the claim. If such an extension of time is required, written notice of the extension shall be furnished to the claimant prior to the termination of the initial 90-day period. In no event shall such extension exceed a period of 90 days from the end of the initial period. Any notice of denial shall set forth the specific reasons for the denial, specific reference to pertinent provisions of the Plan upon which the denial is based, a description of any additional material or information necessary for the claimant to perfect his claim, with an explanation of why such material or information is necessary, and any explanation of claim review procedures under the Plan, written to the best of the Plan Administrator's ability in a manner that may be understood without legal or actuarial counsel. A claimant whose claim for benefits has been wholly or partially denied by the Plan Administrator may request, within 90 days following the date of such denial, in a writing addressed to the Plan Administrator, a review of such denial. The claimant shall be entitled to submit such issues or comments in writing or otherwise, as he shall consider relevant to a determination of his claim, and may include a request for a hearing in person before the Plan Administrator. Prior to submitting his request, the claimant shall be entitled to review such documents as the Plan Administrator shall agree are pertinent to his claim. The claimant may, at all stages of review, be represented by counsel, legal or otherwise, of his choice, provided that the fees and expenses of such counsel shall be borne by the claimant. All requests for review shall be promptly resolved. The Plan Administrator's decision with respect to any such review shall be set forth in writing and shall be mailed to the claimant not later than 60 days following receipt by the Plan Administrator of the claimant's 6 request unless special circumstances, such as the need to hold a hearing, require an extension of time for processing, in which case the Plan Administrator's decision shall be so mailed not later than 120 days after receipt of such request. 5.3 Arbitration. Exhaustion of the claim and claim review procedures of Section 5.2 is prerequisite to any further consideration of a claim. In the event that any claim remains fully or partially unresolved after exhaustion of the claim and claim review procedures of Section 5.2, any remaining dispute shall, within 30 days of the date of the Plan Administrator's final decision on review, be submitted to arbitration, which shall be the sole and exclusive remedy. The arbitration decision shall be final and binding on the Plan, Masco, the claimant, and any other party involved. All claims shall be arbitrated in Taylor, Michigan. The arbitrator shall be chosen in accordance with the Voluntary Labor Arbitration Rules of the American Arbitration Association then in effect, and the expense of the arbitration shall be shared equally by Masco and the claimant. Any claim shall be deemed waived unless presented within the time limits specified in Section 5.2 and this Section 5.3. The arbitrator shall not have jurisdiction or authority to change, add to or subtract from any of the provisions of the Plan. The arbitrator's sole authority shall be to interpret or apply the provisions of the Plan. Because arbitration is the exclusive remedy with respect to any claim hereunder, neither Masco, the claimant nor any other party has the right to resort to any federal, state or local court or administrative agency concerning any claim, and the decision of the arbitrator shall be a complete defense to any suit, action or proceeding instituted in any federal, state or local court or before any administrative agency with respect to any dispute which is arbitrable as herein set forth. The arbitration provisions hereof shall, with respect to any claim, survive the termination of the Plan. 7 SECTION 6 LIMITATION OF COVERED EMPLOYEE'S RIGHTS 6.1 No Contract of Employment. The Plan shall not be deemed to create a contract of employment between Masco or any Masco subsidiary and any covered employee and shall create no right in any covered employee to continue in the employ of Masco or any of its subsidiaries for any specific period of time, or to create any other rights in any covered employee or obligations on the part of Masco, except as are set forth explicitly herein or in a written employment contract. In consideration of his coverage hereunder each covered employee shall be deemed to have agreed that Masco has the right to terminate him at any time, with or without cause, and nothing in the Plan shall restrict the right of any covered employee to terminate his employment. 6.2 Unsecured Creditor. The rights of any employee or any person claiming through the employee under the Plan shall be solely those of an unsecured general creditor of Masco. Any employee, or any person claiming through the employee, shall only have the right to receive from Masco those payments as specified herein. Each covered employee agrees that he or any person claiming through him shall have no rights or interests in any asset of Masco, including any insurance policies or contracts which Masco may possess to informally fund the Plan. 6.3 No Trust. No asset used or acquired by Masco in connection with the liabilities it has assumed under the Plan shall be deemed to be held under any trust for the benefit of any employee, nor shall any such asset be considered security for the performance of the obligations of Masco, but shall be, and remain, a general unpledged and unrestricted asset of Masco, except as may be provided by separate agreement and as permitted under Internal Revenue Service and Department of Labor rules and regulations for unfunded supplemental retirement plans. 8 SECTION 7 AMENDMENT OR TERMINATION 7.1 Right to Amend or Terminate Plan. Masco reserves the right to amend the Plan in any manner deemed appropriate by Masco's Board of Directors, and Masco reserves the right to terminate the Plan for any reason and at any time in whole or part by action of the Board of Directors. 7.2 Limitations. Notwithstanding Section 7.1, no such amendment or termination shall reduce or otherwise affect the benefits payable to or on behalf of any covered employee that have accrued prior to such amendment or termination without the written consent of the employee (or beneficiary, if applicable). In addition, the complete or partial termination of this Plan, should it occur or be deemed by facts and circumstances to have occurred, shall have the same effect on the vesting of benefits accrued to date under this Plan as in the case of a complete or partial termination of a Qualified Plan. 7.3 Payment of Benefits Upon Termination. Upon termination or partial termination of the Plan Masco may elect the method by which benefits accrued through the date of such termination or partial termination shall be provided. Such election may include the payment of the present value of all such accrued benefits directly to covered employees (or beneficiaries, if applicable) or any other method of payment or funding which Masco may, in its sole discretion, determine. 9 SECTION 8 MISCELLANEOUS PROVISIONS 8.1 Independence of Benefits. Except as otherwise provided herein or pursuant to the terms of any separate agreement with an employee, the benefits payable under the Plan shall be independent of, and in addition to, any other benefits or compensation, whether by salary, or bonus or otherwise, payable under any employment agreements that now exist or may hereafter exist from time to time between Masco and any employee. The Plan does not involve a reduction in salary or foregoing of an increase in future salary by any employee, nor does the Plan in any way affect or reduce the existing and future compensation and other benefits of any employee. 8.2 Nonalienation of Benefits. Except insofar as this provision may be contrary to applicable law (such as an order of divorce or separation), no sale, transfer, alienation, assignment, pledge, collateralization, or attachment of any benefits under the Plan shall be valid or recognized by Masco. 8.3 Payments for the Benefit of Employee. In the event that Masco shall find that any person to whom a benefit is payable under the Plan is unable to care for his affairs because of illness or accident, is otherwise mentally or physically incompetent, or is unable to give a valid receipt, Masco may cause the payments becoming due to such person to be paid to another individual for such person's benefit, without responsibility on the part of Masco to follow application of such payment. Any such payment shall be a payment on account of such person and shall operate as a complete discharge of Masco from all liability under the Plan. 8.4 Use of Words. Wherever any words are used in the Plan in the masculine gender, they shall be construed as though they also were used in the feminine gender in all cases where they would so apply, and wherever any words are used in the Plan in the singular forms they shall be construed as though they also were used in the plural form in all cases where they would so apply, and vice versa. 8.5 Headings. Headings of Sections herein are inserted for convenience of reference. They constitute no part of the Plan and are not to be considered in the construction of the Plan. 8.6 Savings Clause. If any provisions of the Plan shall be for any reason invalid or unenforceable, the remaining provisions nevertheless shall be carried into effect. 10 SECTION 9 DEFINITIONS Terms capitalized in the text of this Plan shall have the meanings referred to below, unless the context requires otherwise. Terms not defined herein shall be construed in reference to the same or similar terms as used in the applicable Qualified Plan. 9.1 Code. See Section 1.2. 9.2 Effective Date. See Section 1.1. 9.3 ERISA. See Section 1.3. 9.4 Plan. See Section 1.1. 9.5 Masco. See Section 1.1. 11 SECTION 10 EXECUTION IN WITNESS WHEREOF, Masco Corporation has caused the Plan to be executed on March 30, 1995. Masco Corporation By: /s/ Richard A. Manoogian ------------------------------------ Its: Chairman 12 APPENDIX A RETIREMENT PLANS LIST MASCO CORPORATION
DEFINED BENEFIT PLANS DEFINED CONTRIBUTION PLANS - --------------------- -------------------------- Masco Corporation Pension Plan Masco Building Products Corporation Salaried Retirement Plan Arrow Fastener Co., Inc. Masco Corporation Future Service Profit Employees' Pension Trust Sharing Plan Masco Corporation Master Defined Contribution Plan
13 AMENDMENT TO THE MASCO CORPORATION RETIREMENT BENEFIT RESTORATION PLAN Pursuant to the power to amend reserved in Section 7.1 of the Masco Corporation Retirement Benefit Restoration Plan (the "Plan"), the Plan is hereby amended effective July 1, 1999 by restating subparagraphs 3.1(c), (d) and (e) as follows: (c) A single lump sum payment equal to the total of company contributions which would have been made with respect to periods after December 31, 1993 but for limitations from time to time imposed by the Code, to the account of the employee under any defined contribution (profit sharing) Qualified Plan in which he is a participant ("Qualified Profit Sharing Plan") (but in no case including any amounts, however characterized, which the employee or the company may have contributed to any such plan pursuant to the provisions of Code Sections 401(k) or 401(m)), plus (d) investment adjustments applied to such lump sum payment calculated as if such excess contribution amounts had earnings (or losses) following the date when deemed contributed equal to the average of the investment earnings (or losses) actually experienced for such period in the five Fidelity Freedom Funds offered as investment choices in the Masco Corporation Future Service Profit Sharing Plan, or in such other index fund or funds as Masco may determine from time to time (and in no case applying any adjustments for forfeitures of any kind), (e) DELETE IN WITNESS WHEREOF Masco Corporation has caused this Amendment to be executed on this 3rd day of August, 1999. MASCO CORPORATION By: /s/ Eugene A. Gargaro, Jr. ------------------------------------ Its: Vice President and Secretary Witness: Stephen T. Bemis 14 EX-12 10 k90992exv12.txt COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES EXHIBIT 12 MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES COMPUTATION OF RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
(DOLLARS IN MILLIONS) YEAR ENDED DECEMBER 31 ---------------------------------------- 2004 2003 2002 2001 2000 ------ ------ ------ ---- ------ EARNINGS BEFORE INCOME TAXES AND FIXED CHARGES: Income from continuing operations before income taxes and cumulative effect of accounting change, net.............................................. $1,518 $1,280 $ 966 $278 $ 824 (Deduct) add equity in undistributed (earnings) loss of fifty-percent-or-less-owned companies.... (1) - (10) (1) (10) Add interest on indebtedness, net.................. 216 253 228 230 190 Add amortization of debt expense................... 6 12 13 10 2 Add estimated interest factor for rentals.......... 35 32 24 21 17 ------ ------ ------ ---- ------ Earnings before income taxes and cumulative effect of accounting change, net and fixed charges...... $1,774 $1,577 $1,221 $538 $1,023 ====== ====== ====== ==== ====== FIXED CHARGES: Interest on indebtedness........................... $ 214 $ 253 $ 226 $236 $ 198 Amortization of debt expense....................... 6 12 13 10 2 Estimated interest factor for rentals.............. 35 32 24 21 17 ------ ------ ------ ---- ------ Total fixed charges.............................. $ 255 $ 297 $ 263 $267 $ 217 ------ ------ ------ ---- ------ PREFERRED STOCK DIVIDENDS (A)........................... $ 8 $ 16 $ 14 $ 7 $ - ------ ------ ------ ---- ------ Combined fixed charges and preferred stock dividends........................................ $ 263 $ 313 $ 277 $274 $ 217 ====== ====== ====== ==== ====== RATIO OF EARNINGS TO FIXED CHARGES...................... 7.0 5.3 4.6 2.0 4.7 ====== ====== ====== ==== ====== RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK DIVIDENDS (B)(C)...................... 6.7 5.0 4.4 2.0 4.7 ====== ====== ====== ==== ======
(a) Represents the amount of income before provision for income taxes required to meet the preferred stock dividend requirements of the Company. (b) Excluding the 2004 pre-tax income of $30 million related to the adjustment of the Behr litigation accrual, the non-cash, pre-tax goodwill impairment charge of $168 million, and the non-cash, pre-tax impairment charge of $21 million related to a marketable security, the 2003 pre-tax income for litigation settlement of $72 million and the non-cash, pre-tax goodwill impairment charge of $53 million, the 2002 pre-tax charge for litigation settlement, net, of $147 million, the 2001 non-cash, pre-tax charge of $530 million and the 2000 non-cash, pre-tax charge of $145 million, the Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends would be 7.3, 5.0, 4.9, 3.9 and 5.4 for the years 2004, 2003, 2002, 2001 and 2000, respectively. (c) Years prior to 2002 have not been adjusted to exclude goodwill amortization expense. EX-21 11 k90992exv21.txt LIST OF SUBSIDIARIES . . . EXHIBIT 21 MASCO CORPORATION (A DELAWARE CORPORATION) Subsidiaries as of March 1, 2005
JURISDICTION OF NAME INCORPORATION OR ORGANIZATION - ---- ----------------------------- Airex, LLC Michigan Alsons Corporation Michigan American Shower & Bath Corporation Michigan Aqua Glass Corporation Tennessee Tombigbee Transport Corporation Tennessee Aran World, Inc. Delaware Arrow Fastener Co., Inc. New Jersey Thematic Advertising Productions, LLC New Jersey Bath Unlimited, Inc. Delaware Behr Holdings Corporation Delaware Behr Process Corporation California Behr Paint Corp. California BEHR PAINTS IT!, INC. California Behr Process Canada Ltd. Alberta, Canada BPC Realty LLC Delaware Masterchem Industries LLC Missouri Standard Brands Paint Company, Inc. California ColorAxis, Inc. California Brass-Craft Manufacturing Company Michigan Brass-Craft Canada Ltd. Canada Tempered Products, Inc. Taiwan Brasstech, Inc. California Brush Creek Ranch II, Inc. Missouri Cal-Style Furniture Mfg. Co. California Chatsworth Bathrooms, Inc. Delaware Cobra Products, Inc. Delaware d-Scan, Inc. Delaware Epic Fine Arts Company Delaware Beacon Hill Fine Art Corporation New York Canyon Road Corporation New Mexico
*Directly owned subsidiaries appear at the left hand margin, first tier and second tier subsidiaries are indicated by single and double indentation, respectively, and are listed under the names of their respective parent companies. Unless otherwise indicated, all subsidiaries are wholly owned. Certain of these companies may also use trade names or other assumed names in the conduct of their business. -1-
JURISDICTION OF NAME INCORPORATION OR ORGANIZATION - ---- ----------------------------- The Faucet-Queens Inc. Delaware Gamco Products Company Delaware Hansgrohe AG (37.35%) Masco GmbH owns 27% of Hansgrohe AG Germany (see subsidiaries listed under Hansgrohe AG under Masco GmbH) H & H Tube & Manufacturing Company Michigan Jarry Realty, Inc. Florida KraftMaid Cabinetry, Inc. Ohio KraftMaid Trucking, Inc. Ohio Landex, Inc. Michigan DM Land, LLC Michigan Tapicerias Pacifico, SA de CV (1%) Mexico Landex of Wisconsin, Inc. Wisconsin Liberty Hardware Mfg. Corp. Florida Masco Administrative Services, Inc. Delaware Masco Asia Pacific Pte Ltd Singapore Masco Building Products Corp. Delaware Computerized Security Systems, Inc. Michigan Weiser Thailand Thailand Masco Capital Corporation Delaware Masco Conference Training Center: Metamora, Inc. Michigan Masco Europe SCS (Masco Corporation of Indiana owns 49% of Luxembourg Masco Europe SCS (see subsidiaries listed under Masco Europe SCS under Masco Corporation of Indiana) Masco Corporation of Indiana Indiana Delta Faucet (China) Co. Ltd. China Delta Faucet Company of Tennessee Delaware Delta Faucet of Oklahoma, Inc. Delaware Delta Faucet Services (Thailand) Thailand Liberty Hardware Mfg U.K. United Kingdom Masco Canada Limited Ontario 3072002 Canada Limited Canada Masco Europe, Inc. Delaware Masco Europe SCS (49%) Luxembourg Masco Europe S.a.r.l. Luxembourg Aran World s.r.l. Italy
*Directly owned subsidiaries appear at the left hand margin, first tier and second tier subsidiaries are indicated by single and double indentation, respectively, and are listed under the names of their respective parent companies. Unless otherwise indicated, all subsidiaries are wholly owned. Certain of these companies may also use trade names or other assumed names in the conduct of their business. -2-
JURISDICTION OF NAME INCORPORATION OR ORGANIZATION - ---- ----------------------------- GESTMasco - SGdePS Lda Portugal Metalurgica Recor, S.A. Portugal GMU S.L. Spain Masco Denmark ApS Denmark Tvilum-Scanbirk A/S Denmark Tvilum-Scanbirk GmbH Germany Masco B.V. Netherlands Brugman International, B.V. Netherlands Brugman GmbH Germany Remeha Polska Poland Brugman Polska Sp. z.o.o. Poland Brugman Fabryka Grzejnikow Sp Poland Zoo Brugman Radiatorenfabriek B.V. Netherlands Brugman France SARL France Northor A/S Denmark Damixa A/S Denmark Damixa Armaturen GmbH Germany Damixa SARL France Damixa Nederland B.V. Netherlands Damixa N.V./S.A. Belgium Glass Idromassaggio Srl (49%) Italy Masco Corporation Limited United Kingdom A&J Gummers Limited United Kingdom Avocet Architectural Products Ltd. United Kingdom Avocet Hardware Limited United Kingdom Avocet Security Products (Hong Hong Kong Kong) Ltd. Avocet Hardware (Taiwan) Ltd. United Kingdom Avocet Security Products China (Dongguan) Ltd. Avocet Security Products (Suzhow) China Company Limited (51%) Berglen Group Limited United Kingdom Bristan Group Limited United Kingdom Bristan Holdings Ltd. United Kingdom
*Directly owned subsidiaries appear at the left hand margin, first tier and second tier subsidiaries are indicated by single and double indentation, respectively, and are listed under the names of their respective parent companies. Unless otherwise indicated, all subsidiaries are wholly owned. Certain of these companies may also use trade names or other assumed names in the conduct of their business. -3-
JURISDICTION OF NAME INCORPORATION OR ORGANIZATION - ---- ----------------------------- Bristan Limited Ltd. United Kingdom Cambrian Windows Limited United Kingdom Duraflex Ltd United Kingdom Griffin Windows Ltd United Kingdom Techniglass Ltd United Kingdom Heritage Bathrooms Limited United Kingdom The Bristol Bathroom Co. United Kingdom Heritage Bathrooms Distribution United Kingdom Ltd. Bristol CB Manufacturing Ltd. United Kingdom Imperial Towel Rails Ltd. United Kingdom Moore Group Limited United Kingdom Moores Furniture Group Limited United Kingdom New Team Ltd. United Kingdom Premier Manufacturing (PVCu) Ltd. United Kingdom Premier Trade Windows United Kingdom Stormfront Door Ltd. United Kingdom Masco Germany Holding Germany Masco GmbH Germany Alfred Reinecke GmbH & Co. KG Germany Dusakabin - Wien Austria Austria Horst Breuer GmbH & Co. KG Germany Glass Idromassaggio (51%) Italy Hansgrohe AG (27%) Germany Pontos GmbH Germany Hansgrohe International, Germany Gmbh Hans Grohe Pte. Singapore Ltd. Hansgrohe Ltd. China Hansgrohe A/S Denmark Hansgrohe S.A.R.L. France Hans Grohe Austria Hdl.ges.m.b.H. Hansgrohe S.R.L. Italy Hansgrohe S.A. Spain
*Directly owned subsidiaries appear at the left hand margin, first tier and second tier subsidiaries are indicated by single and double indentation, respectively, and are listed under the names of their respective parent companies. Unless otherwise indicated, all subsidiaries are wholly owned. Certain of these companies may also use trade names or other assumed names in the conduct of their business. -4-
JURISDICTION OF NAME INCORPORATION OR ORGANIZATION - ---- ----------------------------- Hans Grohe B.V. Netherlands Hans Grohe Ltd. United Kingdom Hans Grohe S.A. Belgium Hansgrohe A.B. Sweden Hans Grohe AG Switzerland Hans Grohe Sp. Poland Z.o.o. Hans Grohe CS, Czech Republic s.r.o. Hans Grohe Kft Hungary Hans Grohe France Wasselonne, S.A. C.P.T. Holding B.V. Netherlands Hansgrohe Geberit France SAS Hansgrohe, Inc. Georgia Hueppe Belgium N.V./S.A. Belgium Hueppe GmbH Austria Hueppe GmbH & Co. Germany Hueppe Kft. Hungary Hueppe Sarl France Hueppe SRO Czech Republic Hueppe B.V. Netherlands Hueppe Sp. z.o.o. Poland Hueppe Switzerland Switzerland Hueppe S.r.l. Italy Intermart Insaat Malzemeleri Turkey Sanayi ve Ticaret AS Masco Mobiliario S.L. Spain Reser SL Spain Saflok EMEA Belgium Vasco N.V. Belgium Vamic BV Netherlands Masco International Services B.V.B.A. Belgium Superia Radiatoren, N.V. Belgium
*Directly owned subsidiaries appear at the left hand margin, first tier and second tier subsidiaries are indicated by single and double indentation, respectively, and are listed under the names of their respective parent companies. Unless otherwise indicated, all subsidiaries are wholly owned. Certain of these companies may also use trade names or other assumed names in the conduct of their business. -5-
JURISDICTION OF NAME INCORPORATION OR ORGANIZATION - ---- ----------------------------- Dura Radiatoren Netherlands B.V. Vasco GmbH Germany Vasco Ltd. UK Great Britain Vasco BC SA France Vasco sp z.o.o. Poland Masco Belgium BVBA Belgium Thermic N.V. Belgium Thermic Italia S.r.l. Italy Watkins Europe b.v.b.a. Belgium LTV Transport N.V. Belgium Masco de Puerto Rico, Inc. Puerto Rico Masco Japan Ltd. Delaware Masco ML, Inc. Delaware Masco Retail Sales Support, Inc. Delaware KraftMaid Sales and Distribution, LLC Delaware Liberty Hardware Retail & Design Services LLC Delaware Masco HD Support Services, LLC Delaware Masco WM Support Services, LLC Delaware Mill's Pride Store Support, LLC Delaware Masco Services Group Corp. Delaware Masco Contractor Services, LLC Delaware Masco Contractor Services Central, Inc. Florida Cabinet Supply, Inc. Delaware SCE Services, Inc. Delaware Western Insulation Holdings, LLC California Western Insulation, LP (1%) California Western Insulation, LP (99%) California Williams Consolidated Delaware, LLC Delaware Williams Consolidated I, Ltd. (99%) Texas Williams Consolidated I, Ltd. (1%) Texas Masco Contractor Services East, Inc. Delaware Cary Commercial Corporation Delaware Insulpro Industries Inc. Canada Masco Contractor Services West, Inc. California American National Services Corporation Delaware
*Directly owned subsidiaries appear at the left hand margin, first tier and second tier subsidiaries are indicated by single and double indentation, respectively, and are listed under the names of their respective parent companies. Unless otherwise indicated, all subsidiaries are wholly owned. Certain of these companies may also use trade names or other assumed names in the conduct of their business. -6-
JURISDICTION OF NAME INCORPORATION OR ORGANIZATION - ---- ----------------------------- Coast Insulation Contractors, Inc. California InsulPro Projects, Inc. Washington Sacramento Insulation Contractors California Schmid Insulation Contractors, Inc. California Superior Contracting Corporation Delaware Thermac Insulation, Inc. Washington Service Partners, LLC Virginia Cell-Pak, LLC Alabama Denver Southwest, LLC North Carolina Denver Southwest, LP (1%) Virginia Denver Southwest, LP (99%) Virginia East Coast Insulation Sales, LLC Virginia Houston Enterprises, LLC Virginia Industrial Products Co., LLC Virginia Insul-Mart, LLC Virginia Insulation Sales of Michigan, LLC Virginia Insulation Wholesalers, LLC California Johnson Products, LLC Virginia All-Weather Insulation Co., LLC Virginia Lilienthal Insulation Company, LLC Virginia Moore Products, LLC Virginia Renfrow Insulation, LLC Virginia Renfrow Supply, LLC Virginia RSA Supply, LLC California Service Partners of Florida, LLC Virginia Service Partners of Georgia, LLC Virginia Service Partners of the Carolinas, LLC Virginia Service Partners Northwest, LLC Virginia Thermoguard Insulation Company, LLC Virginia Vest Insulation, LLC Virginia Virginia Gutter Supply, LLC Virginia Masco Services, Inc. Delaware Masco Support Services, Inc. Delaware Mascomex S.A. de C.V. Mexico Masterchem Brands, Inc. Missouri Merillat Industries, LLC Delaware
*Directly owned subsidiaries appear at the left hand margin, first tier and second tier subsidiaries are indicated by single and double indentation, respectively, and are listed under the names of their respective parent companies. Unless otherwise indicated, all subsidiaries are wholly owned. Certain of these companies may also use trade names or other assumed names in the conduct of their business. -7-
JURISDICTION OF NAME INCORPORATION OR ORGANIZATION - ---- ----------------------------- Masco Cabinetry Holdings, Inc. Delaware Masco Cabinetry, L.L.C. Delaware Texwood Industries, L.P. (99%) Delaware Merillat LP (1%) Delaware Texwood Holdings LLC Delaware Merillat LP (99%) Delaware Quality Refacing Services, Inc. Delaware Texwood Industries, L.P. (1%) Delaware Merillat Transportation Company Delaware Milgard Manufacturing Incorporated Washington Class Fund, LLC Delaware Mill's Pride, Inc. Connecticut Mill's Pride Chile Limitada Chile Mill's Pride Limited Partnership (99%) Ohio Mill's Pride Pennsylvania, LLC (99%) Ohio Mill's Pride LLC Ohio Mill's Pride Limited Partnership (1%) Delaware Mill's Pride Premier, Inc. Ohio Premier Vanity Tops L.L.C. Ohio Mirolin Industries Corp. Ontario Morgantown Plastics Company Delaware NCFII Holdings Inc. Delaware North Carolina STM, Inc. Delaware Universal Furniture Limited Delaware RDJ Limited Bahamas Arrow Fastener (U.K.) Ltd. United Kingdom Jardel Distributors, Inc. Canada Vapor Tech (China) Co. Ltd. British Virgin Islands Vapor Tech (China) WOFE China Vapor Technologies, Inc. Delaware Watkins Manufacturing Corporation California Hot Spring Spas New Zealand (50%) New Zealand Tapicerias Pacifico, SA de CV (99%) Mexico Zenith Products Corporation Delaware
*Directly owned subsidiaries appear at the left hand margin, first tier and second tier subsidiaries are indicated by single and double indentation, respectively, and are listed under the names of their respective parent companies. Unless otherwise indicated, all subsidiaries are wholly owned. Certain of these companies may also use trade names or other assumed names in the conduct of their business. -8- EX-23 12 k90992exv23.txt CONSENT OF PRICEWATERHOUSECOOPERS LLP EXHIBIT 23 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We hereby consent to the incorporation by reference in the Registration Statements on Form S-3 (No. 333-100641), Form S-4 (Nos. 333-58036 and 333-100639), and Form S-8 (Nos. 33-42229, 333-64573, 333-30867, 333-74815, 333-37338, 333-75362 and 333-110102) of Masco Corporation of our report dated March 16, 2005 relating to the financial statements, financial statement schedule, management's assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/ PRICEWATERHOUSECOOPERS LLP - ------------------------------------- PricewaterhouseCoopers LLP Detroit, Michigan March 16, 2005 EX-31.A 13 k90992exv31wa.txt 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER EXHIBIT 31.A MASCO CORPORATION CERTIFICATIONS I, Richard A. Manoogian, certify that: 1. I have reviewed this annual report on Form 10-K of Masco Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ RICHARD A. MANOOGIAN ------------------------------------ Richard A. Manoogian Chief Executive Officer Date: March 16, 2005 EX-31.B 14 k90992exv31wb.txt 302 CERTIFICATION OF CHIEF FINANCIAL OFFICER EXHIBIT 31.B MASCO CORPORATION CERTIFICATIONS I, Timothy Wadhams, certify that: 1. I have reviewed this annual report on Form 10-K of Masco Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ TIMOTHY WADHAMS ------------------------------------ Timothy Wadhams Senior Vice President and Chief Financial Officer Date: March 16, 2005 EX-32 15 k90992exv32.txt 906 CERTIFICATIONS OF CEO AND CFO EXHIBIT 32 MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES CERTIFICATIONS REQUIRED BY RULE 13A-14(B) OR 15D-14(B) OF THE SECURITIES AND EXCHANGE ACT OF 1934 AND SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE The certification set forth below is being submitted in connection with the Masco Corporation Annual Report on Form 10-K for the period ended December 31, 2004 (the "Report") for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the "Exchange Act") and Section 1350 of Chapter 63 of Title 18 of the United States Code. Richard A. Manoogian, the Chief Executive Officer, and Timothy Wadhams, the Senior Vice President and Chief Financial Officer, of Masco Corporation, each certifies that, to the best of his knowledge: 1. The Report fully complies with the requirements of Section 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934; and 2. The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of Masco Corporation. /s/ RICHARD A. MANOOGIAN -------------------------------------- Name: Richard A. Manoogian Title: Chief Executive Officer Date: March 16, 2005 /s/ TIMOTHY WADHAMS -------------------------------------- Name: Timothy Wadhams Title: Senior Vice President and Chief Financial Officer Date: March 16, 2005 A signed original of this written statement required by Section 906 has been provided to Masco Corporation and will be retained by Masco Corporation and furnished to the Securities and Exchange Commission or its staff upon request. COVER 16 filename16.txt [MASCO CORPORATION LOGO] March 16, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 RE: 2004 ANNUAL REPORT ON FORM 10-K Dear Sirs: This letter accompanies the electronic filing of the Masco Corporation annual report on Form 10-K for the year ended December 31, 2004. Please be advised that the financial statements contained in the Form 10-K do not reflect any changes from the preceding year in any accounting principles or practice, or in the method of applying such principles or practices other than as explained in the Notes to the Consolidated Financial Statements and in response to guidelines issued by the Securities and Exchange Commission. Very truly yours, /s/ Timothy Wadhams ---------------------------- Timothy Wadhams Senior Vice President and Chief Financial Officer 21001 VAN BORN ROAD TAYLOR, MICHIGAN 48180 313-274-7400 -----END PRIVACY-ENHANCED MESSAGE-----