MASCO CORP /DE/
10-Q, 1998-05-14
HOUSEHOLD FURNITURE
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                                     FORM 10-Q

                        SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, D.C. 20549


               Quarterly Report Pursuant To Section 13 or 15(d) of 
                        the Securities Exchange Act of 1934


For Quarter Ended March 31, 1998.  Commission File Number 1-5794

                                MASCO CORPORATION                              
         (Exact name of Registrant as specified in its Charter)



        Delaware                                              38-1794485       
(State or other jurisdiction of                            (I.R.S. Employer
 incorporation or organization)                            Identification No.)



 21001 Van Born Road, Taylor, Michigan                                 48180   
(Address of principal executive offices)                             (Zip Code)



                                   (313) 274-7400                              
                                 (Telephone Number)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months and (2) has been subject to such filing requirements for
the past 90 days.

                               Yes   X     No      

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.

                                                          Shares Outstanding at 
            Class                                              May 1, 1998     

Common stock, par value $1 per share                           169,983,000  
           
<PAGE>

                                 MASCO CORPORATION

                                       INDEX



                                                                Page No.

Part I.     Financial Information                                        

  Item 1.    Financial Statements:

                 Condensed Consolidated Balance Sheet -
                     March 31, 1998 and December 31, 1997            1

                 Condensed Consolidated Statement of 
                     Income for the Three Months Ended
                     March 31, 1998 and 1997                         2

                 Condensed Consolidated Statement of 
                     Cash Flows for the Three Months Ended
                     March 31, 1998 and 1997                         3

                 Notes to Condensed Consolidated
                     Financial Statements                          4-8

  Item 2.    Management's Discussion and Analysis of 
                 Financial Condition and Results of 
                 Operations                                        9-11

             Unaudited Information Regarding Equity
                 Investments for the Three Months
                 Ended March 31, 1998 and 1997                      12

Part II.    Other Information and Signature                         13


<PAGE>

                                 MASCO CORPORATION
                       CONDENSED CONSOLIDATED BALANCE SHEET

                       March 31, 1998 and December 31, 1997
                              (Dollars in thousands)
                                                   

<TABLE>

                                                   March 31,     December 31, 
          ASSETS                                     1998            1997    
<S>                                               <C>            <C>
Current assets:
     Cash and cash investments                    $  174,900      $  441,330
     Accounts and notes receivable, net              679,400         559,050
     Prepaid expenses and other                      119,270         111,340
     Inventories:
          Raw material                               246,540         229,040
          Finished goods                             171,180         161,920
          Work in process                            126,170         124,040 
                                                     543,890         515,000 
               Total current assets                1,517,460       1,626,720

Equity investment in MascoTech, Inc.                  51,060          52,780 
Equity investments in other affiliates               155,720         175,300
Securities of Furnishings International Inc.         403,280         393,140
Property and equipment, net                        1,073,890       1,037,320
Acquired goodwill, net                               856,420         729,190
Other noncurrent assets                              324,060         319,310
               Total assets                       $4,381,890      $4,333,760 

          LIABILITIES
Current liabilities:
     Notes payable                                $   25,790      $   68,460 
     Accounts payable                                157,370         166,310
     Accrued liabilities                             366,690         385,230 
               Total current liabilities             549,850         620,000

Long-term debt                                     1,162,120       1,321,470
Deferred income taxes and other                      181,200         163,270 
               Total liabilities                   1,893,170       2,104,740 

          SHAREHOLDERS' EQUITY
Common stock, par value $1 per share
     Authorized shares: 400,000,000                  169,930         165,570
Preferred stock, par value $1 per share
     Authorized shares: 1,000,000                    ---             --- 
Paid-in capital                                      484,960         304,560
Retained earnings                                  1,858,550       1,784,370
Cumulative translation adjustments                   (24,720)        (25,480)
               Total shareholders' equity          2,488,720       2,229,020 
               Total liabilities and
                 shareholders' equity             $4,381,890      $4,333,760 




                  See notes to condensed consolidated financial statements.

</TABLE>


                                        1
<PAGE>

                                MASCO CORPORATION
                   CONDENSED CONSOLIDATED STATEMENT OF INCOME

               For the Three Months Ended March 31, 1998 and 1997
                  (Dollars in thousands except per share data)
                                                 


<TABLE>


                                              Three Months Ended March 31
                                                 1998              1997  

<S>                                           <C>                <C>
Net sales                                     $1,039,000         $854,000
Cost of sales                                    659,200          539,500
                        
      Gross profit                               379,800          314,500

Selling, general and administrative expenses     207,500          181,000
Amortization of acquired goodwill                  6,000            3,700

      Operating profit                           166,300          129,800

Other income (expense), net:
   Interest expense                              (20,500)         (18,500)
   Re:  MascoTech, Inc.:
      Equity earnings                              5,200            6,000 
      Interest income                             ---               2,500
   Other, net                                     33,300           19,400 
                                                  18,000            9,400 

      Income before income taxes                 184,300          139,200

Income taxes                                      73,700           55,700

      Net income                              $  110,600         $ 83,500

Earnings per share:     
      Basic                                         $.67             $.53
      Diluted                                       $.65             $.51

Cash dividends declared and paid per share          $.21             $.20















                  See notes to condensed consolidated financial statements.

</TABLE>

                                        2
<PAGE>

                                MASCO CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

               For the Three Months Ended March 31, 1998 and 1997
                             (Dollars in thousands)
                                                  

<TABLE>

                                                         Three Months Ended
                                                              March 31       
                                                         1998          1997  
<S>                                                   <C>            <C>
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:
     Cash provided by operations                      $ 102,040      $ 87,420 
     Increase in receivables                           (105,780)      (57,660)
     (Increase) decrease in inventories                 (21,780)        2,450 
     Decrease in current liabilities, net               (27,710)      (35,180)

          Total cash (for) operating activities         (53,230)       (2,970)

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
     Acquisition of companies, net of cash acquired    (159,440)      (46,420)
     Capital expenditures                               (36,430)      (28,200)
     Proceeds from sale of TriMas investment             54,640         ---
     0ther, net                                           8,080       (14,360)

          Total cash (for) investing activities        (133,150)      (88,980)

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
     Increase in debt                                   120,070           450
     Retirement of 9% notes, including 
       retirement premium                              (107,920)        ---
     Payment of debt                                    (57,460)      (22,570)
     Cash dividends paid                                (34,740)      (32,070)

          Total cash (for) financing activities         (80,050)      (54,190)

CASH AND CASH INVESTMENTS:
     Decrease for the quarter                          (266,430)     (146,140)
     At January 1                                       441,330       473,730

     At March 31                                      $ 174,900      $327,590




















                  See notes to condensed consolidated financial statements.

</TABLE>

                                        3
<PAGE>

                                MASCO CORPORATION
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

A.   In the opinion of the Company, the accompanying unaudited condensed
     consolidated financial statements contain all adjustments, of a normal
     recurring nature, necessary to present fairly its financial position as at
     March 31, 1998 and the results of operations and changes in cash flows for
     the three months ended March 31, 1998 and 1997.  The condensed consolidated
     balance sheet at December 31, 1997 was derived from audited financial
     statements.  Certain amounts for the prior year period have been
     reclassified to conform to the current year presentation.

B.   At December 31, 1997, the Company adopted  Statement of Financial
     Accounting Standards ("SFAS") No. 128, "Earnings Per Share," which replaces
     the presentation of primary and fully diluted earnings per share, as
     computed under Accounting Principles Board ("APB") Opinion No. 15, with a
     presentation of basic and diluted earnings per share.  The financial
     statements have been restated to conform with the earnings per share
     presentation required under SFAS No. 128.

     The following are reconciliations of the numerators and denominators used
     in the computations of basic and diluted earnings per share, in thousands: 

<TABLE>

                                                         Three Months Ended
                                                               March 31        
                                                       1998              1997  
      <S>                                            <C>               <C>
      Numerator:
         Basic shares (net income)                   $110,600          $ 83,500
         Add convertible debenture interest, net          700             1,500
         Diluted (net income)                        $111,300          $ 85,000

      Denominator:
         Basic shares (based on weighted average)     163,900           157,800
         Add:
           Contingently issued award shares             4,000             3,200
           Stock option dilution                        2,000             1,100
           Convertible debentures                       1,900             4,200
         Diluted shares                               171,800           166,300

</TABLE>


C.   During the first quarter of 1998, the Company acquired Vasco Corporation, a
     leading Belgium-based manufacturer of residential decorative hydronic
     radiators and heat convectors. The aggregate purchase price was
     approximately $159 million and was principally financed with European bank
     debt. The acquisition was accounted for as a purchase transaction.  Vasco's
     annual net sales in 1997 were in excess of $60 million.

D.   The Company called its $178 million of 5.25% convertible subordinated
     debentures due 2012 for redemption on February 12, 1998.  Substantially all
     holders exercised their right to convert these debentures into Company
     common stock (at the conversion price of $42.28 per share), resulting in
     the issuance of approximately 4.2 million shares of Company common stock in
     February 1998.

     During the first quarter of 1998, the Company retired $97.3 million face
     value of its outstanding 9% debentures due 2001 (of a total face value of
     $175 million at December 31, 1997), using a portion of its available cash. 
     The Company recognized an approximate $12 million pre-tax charge related to
     the early retirement of long-term debt.

     During the second quarter of 1998, the Company issued $250 million of
     6.625% debentures due April 2018.

                                        4
<PAGE>

                                MASCO CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
     



E.   On January 22, 1998, MascoTech, Inc. announced the completion of its
     acquisition of TriMas Corporation.  The Company recognized a gain in the
     first quarter of 1998, as a result of selling its common stock investment
     in TriMas to MascoTech in the public tender offer.  This gain is discussed
     further in Note F below.

F.   Other income (expense), net consists of the following, in thousands:

<TABLE>

                                                    Three Months Ended
                                                          March 31     
                                                     1998        1997  
 
          <S>                                      <C>         <C>
          Interest expense                         $(20,500)   $(18,500)
          Re:  MascoTech, Inc.:       
             Equity earnings                          5,200       6,000 
             Interest income                          ---         2,500
          Equity earnings, other                      1,300       1,800 
          Income from cash and cash investments       3,600       4,300 
          Other interest income                      11,100       9,900 
          Other, net                                 17,300       3,400 

                                                   $ 18,000    $  9,400 
</TABLE>


     Other interest income for the three months ended March 31, 1998 and 1997
     included $10.1 million and $9.2 million, respectively, of interest income
     from the 12% pay-in-kind junior debt securities (approximately $336 million
     at December 31, 1997) of Furnishings International Inc.

     Other, net for the first quarters of 1998 and 1997 included income and
     gains aggregating $10.4 million and $5.0 million, respectively, regarding
     certain non-operating assets.

     Included in other, net for the first quarter of 1998 is a $29 million pre-
     tax gain from the sale of the Company's investment in TriMas Corporation to
     MascoTech, Inc. in the public tender offer.  Such gain was largely offset
     by an approximate $12 million pre-tax charge related to the early
     retirement of long-term debt, and by pre-tax charges aggregating
     approximately $11 million principally related to asset writedowns.
     
     Interest income from MascoTech for the three months ended March 31, 1997
     resulted from a $151.4 note receivable due from MascoTech, which was paid
     on September 30, 1997.

                                        5
<PAGE>

                                MASCO CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)
     

G.   The Company adopted Statement of Financial Accounting Standards ("SFAS")
     No. 130, "Reporting Comprehensive Income," in the first quarter of 1998.
     Accordingly, the Company's total comprehensive income was as follows, in
     thousands:

<TABLE>

                                                    Three Months Ended
                                                          March 31     
                                                     1998        1997  
          <S>                                      <C>         <C>
          Net income                               $110,600    $ 83,500
          Other comprehensive income, currency
            translation adjustments                     760     (14,160)

             Total comprehensive income            $111,360    $ 69,340 

</TABLE>


H.   For 1998, the following presents, as one entity with Masco Corporation as
     the parent company, the combined unaudited financial statements of the
     Company and MascoTech, Inc., and for 1997, the combined unaudited financial
     statements of the Company, MascoTech and TriMas Corporation. Intercompany
     transactions have been eliminated.  Amounts, except per share data, are in
     thousands. (MascoTech completed its acquisition of TriMas Corporation in
     the first quarter of 1998.) 



<TABLE>


     Combined Balance Sheet
                                                        March 31,    December 31,
     Assets                                               1998           1997   
     <S>                                               <C>            <C>
       Current assets:
       Cash and cash investments                       $  251,640     $  587,820
       Marketable securities                               18,630         45,970
       Receivables                                        921,200        768,030
       Prepaid expenses and other                          91,100         85,250
       Deferred income taxes                               73,850         80,520
       Inventories:
         Raw material                                     305,530        286,120
         Finished goods                                   247,750        237,340             
         Work in process                                  167,900        162,460
                                                          721,180        685,920
           Total current assets                         2,077,600      2,253,510

     Equity and other investments in affiliates           241,530        280,970
     Securities of Furnishings International Inc.         403,280        393,140
     Property and equipment, net                        1,790,270      1,654,840
     Acquired goodwill, net                             1,525,500        925,120
     0ther noncurrent assets                              405,100        421,170
           Total assets                                $6,443,280     $5,928,750

     Liabilities and Shareholders' Equity
     Current liabilities:
       Notes payable                                   $   28,430     $   72,340 
       Accounts payable                                   270,840        264,980
       Accrued liabilities                                523,250        535,300
           Total current liabilities                      822,520        872,620

     Long-term debt                                     2,554,430      1,959,440
     Deferred income taxes and other                      375,200        365,470
     Other interests in combined affiliates               202,410        502,200
     Equity of shareholders of Masco Corporation        2,488,720      2,229,020
           Total liabilities and shareholders' equity  $6,443,280     $5,928,750
       
                                                                  6
<PAGE>

                                                          MASCO CORPORATION
                                  NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (continued)


Note H - Continued:

                                                       Three Months Ended
                                                           March 31           
Combined Statement of Income                        1998               1997   
Net sales                                        $1,434,800         $1,245,300

Costs and expenses, net:
  Cost of sales                                     950,610            821,960
  Selling, general and administrative expenses      259,060            233,520
  Other income (expense), net:
    Interest expense                                (39,110)           (27,540)
    Other income, net                                48,100             44,870    
                                                      8,990             17,330 
                                                  1,200,680          1,038,150
Income before income taxes and other interests      234,120            207,150
Income taxes                                         96,200             87,700
Income before other interests                       137,920            119,450
Other interests in combined affiliates               27,320             35,950
Net income                                       $  110,600         $   83,500

Earnings per share:
  Basic                                                $.67               $.53
  Diluted                                              $.65               $.51

Cash dividends declared and paid per share             $.21               $.20



                                        7
<PAGE>

                                MASCO CORPORATION
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (concluded)


Note H - Concluded:

                                                        Three Months Ended
                                                             March 31       

Combined Statement of Cash Flows                         1998         1997  


Cash Flows From (For) Operating Activities:
  Cash provided by operations                        $   175,250   $ 140,030 
  (Increase) in receivables                             (139,820)    (83,240)
  (Increase) in inventories                              (26,160)     (3,830)
  (Increase) decrease in marketable securities, net       27,340      (6,920)
  Increase (decrease) in current liabilities, net          1,450     (17,770)
     Total cash from operating activities                 38,060      28,270
            
Cash Flows From (For) Investing Activities:
  Acquisition of other interests in TriMas  
     Corporation                                        (865,460)      ---    
  Acquisitions, net of cash acquired                    (159,440)    (57,520)
  Capital expenditures                                   (61,260)    (43,270)
  Proceeds from redemption of debt by affiliate           56,900       ---
  Proceeds from sale of subsidiaries                       ---        76,560
  Other, net                                             (18,140)    (43,860)
     Total cash (for) investing activities            (1,047,400)    (68,090)

Cash Flows From (For) Financing Activities:
  Increase in debt                                     1,105,430      17,230
  Payment of debt                                       (395,190)   (104,750)
  Cash dividends paid                                    (37,080)    (38,090) 
     Total cash from (for) financing activities          673,160    (125,610)

Cash and Cash Investments:
  Decrease for the period                               (336,180)   (165,430)
  At January 1                                           587,820     599,020  
  At March 31                                        $   251,640   $ 433,590 

</TABLE>
                                        8
<PAGE>


                                MASCO CORPORATION

Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FIRST QUARTER 1998 VERSUS FIRST QUARTER 1997

SALES AND OPERATIONS

     Net sales for the three months ended March 31, 1998 increased 22 percent to
$1,039 million from $854 million for the comparable period in 1997; excluding
recent acquisitions, first quarter 1998 net sales increased 10 percent. The
increase in net sales includes increases in unit sales volume of cabinets,
faucets and other kitchen and bath products.

     For the first quarter of 1998, sales of Kitchen and Bath Products 
increased 20 percent to $813 million from $679 million in the first quarter
of 1997; excluding recent acquisitions, first quarter 1998 net sales for this
segment increased 10 percent.  Sales of Other Specialty Products for the 
first quarter of 1998 were $226 million, representing a 29 percent increase 
over net sales of $175 million for the first quarter of 1997; excluding 
recent acquisitions, net sales for this segment increased 11 percent for the
first quarter of 1998.

     Net sales from North American operations for the first quarter of 1998
increased 20 percent to $857 million from $713 million for the comparable period
in the prior year; excluding recent acquisitions, first quarter 1998 net sales
from these operations increased 12 percent.  Net sales from European-based
operations for the first quarter of 1998 increased 29 percent to $182 million
from $141 million for the first quarter of 1997; excluding recent acquisitions,
first quarter 1998 net sales from these operations were relatively flat when
compared with the first quarter of 1997.  A stronger U.S. dollar, principally
against the German Deutsche Mark, had a negative effect on the translation of
European sales in the first quarter of 1998 as compared with the first quarter
of 1997; excluding recent acquisitions, European net sales in the 1998 first
quarter in local currencies increased by approximately 10 percent.

     Cost of sales as a percentage of sales increased slightly to 63.4 percent
for the first quarter of 1998 from 63.2 percent for the comparable period in
1997. Excluding amortization of acquired goodwill ($6.0 million and $3.7 million
for the first quarters of 1998 and 1997, respectively), selling, general and
administrative expenses as a percentage of sales for the first quarter of 1998
decreased to 20.0 percent from 21.2 percent for the comparable period in 1997. 
The decrease in the selling, general and administrative expenses percentage in
1998 results largely from the Company's cost-containment initiatives and the
leveraging of fixed and semi-fixed costs over a higher sales base.  

     The Company's operating profit margins improved in the first quarter of
1998 as compared with the first quarter of 1997 principally due to the reduction
in selling, general and administrative expenses as a percentage of sales.  The
Company's operating profit margin, before general corporate expense, was 18.0
percent for the first quarter of 1998 as compared with 17.6 percent for the
first quarter of 1997.  Operating profit margin, after general corporate
expense, was 16.0 percent for the first quarter of 1998 as compared with 15.2
percent for the first quarter of 1997.

                                        9
<PAGE>

                                MASCO CORPORATION

Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FIRST QUARTER 1998 VERSUS FIRST QUARTER 1997 (continued)

OTHER INCOME (EXPENSE), NET

     Equity earnings from MascoTech, Inc. for the first quarter of 1998 were
$5.2 million as compared with equity earnings from MascoTech of $6.0 million for
the comparable period of 1997.  In January 1998, MascoTech completed its
acquisition of TriMas Corporation; the Company anticipates that this transaction
will result in slightly higher equity earnings from MascoTech in future periods.

     Included in other income (expense), net for the three months ended March
31, 1997 is $2.5 million of interest income from a $151.4 million note
receivable due from MascoTech, which was paid on September 30, 1997.

     Included in other interest income under other income (expense), net for the
three months ended March 31, 1998 and 1997 is $10.1 million and $9.2 million,
respectively, of interest income from the 12% pay-in-kind junior debt securities
of Furnishings International Inc. (approximately $336 million at December 31,
1997).

     Included in other, net under other income (expense), net for the first
quarters of 1998 and 1997 were income and gains aggregating $10.4 million and
$5.0 million, respectively, regarding certain non-operating assets.

     Included in other, net under other income (expense), net for the first
quarter of 1998 is a $29 million pre-tax gain from the sale of the Company's
investment in TriMas Corporation to MascoTech, Inc. in the public tender offer. 
Such gain was largely offset by an approximate $12 million pre-tax charge
related to the early retirement of long-term debt, and by pre-tax charges
aggregating approximately $11 million principally related to asset writedowns.


NET INCOME AND EARNINGS PER SHARE

     Net income for the first quarter of 1998 increased 32 percent to $110.6
million from $83.5 million for the comparable period of 1997.  Basic and diluted
earnings per share for the first quarter of 1998 increased 26 percent and 27
percent, respectively, to $.67 and $.65 from $.53 and $.51, respectively, for
the first quarter of 1997. 

     The Company estimates that its effective tax rate for 1998 will approximate
40 percent.

                                       10
<PAGE>

                                MASCO CORPORATION

Item 2.              MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FIRST QUARTER 1998 VERSUS FIRST QUARTER 1997 (concluded)


OTHER FINANCIAL INFORMATION

     At March 31, 1998, current assets were 2.8 times current liabilities.

     For the three months ended March 31, 1998, cash of $53.2 million was used
for operating activities.  Cash used for investing activities was $133.2
million, including $159.4 million for an acquisition and $36.4 million for
capital expenditures; cash from investing activities included $54.6 million from
the sale of the Company's TriMas investment and $8.0 million for other cash
inflows.  Cash used for financing activities was $80.0 million, including $107.9
million  for the early retirement of certain of the Company's 9% notes and the
payment of a premium associated with this early retirement, $57.5 million for
the payment of debt and $34.7 million for cash dividends paid; cash provided by
financing activities included an increase in debt of $120.1 million (primarily
European bank debt for an acquisition).  The aggregate of the preceding items
represents a net cash outflow of $266.4 million. Changes in working capital and
debt as indicated on the statement of cash flows exclude the effect of
acquisition of companies, other than as mentioned above.

     First quarter 1998 cash from operations was affected by an expected and
annually recurring first quarter increase in accounts receivable (although there
was no significant increase in receivable days). The annual increase in accounts
receivable is historically experienced in the first half of the year.

     The Company's long-term debt as a percent of total capitalization ratio
improved to 31 percent at March 31, 1998 as compared with approximately 36
percent at December 31, 1997.  Such improvement primarily resulted from the
conversion of the Company's $178 million of 5.25% convertible subordinated
debentures due 2012, which the Company called for redemption on February 12,
1998.  Substantially all holders exercised their right to convert these
debentures into Company common stock (at the conversion price of $42.28 per
share), resulting in the issuance of approximately 4.2 million shares of Company
common stock in February 1998.

     During the second quarter of 1998, the Company issued $250 million of
6.625% debentures due 2018.  Had the Company issued these debentures as of March
31, 1998, the Company's long-term debt as a percent of total capitalization
ratio would have been approximately 35 percent.  After giving effect to the
issuance of these debentures, the Company has on file with the Securities and
Exchange Commission, an unallocated shelf registration pursuant to which the
Company is able to issue up to a combined $509 million of debt and equity
securities.

     The Company believes that its present cash balance, its cash flows from
operations and, to the extent necessary, future financial market activities and
bank borrowings, are sufficient to fund its working capital and other investment
needs.

                                       11
<PAGE>

               UNAUDITED INFORMATION REGARDING EQUITY INVESTMENTS
               FOR THE THREE MONTHS ENDED MARCH 31, 1998 AND 1997


     Equity investments in affiliates consist primarily of the following
approximate common stock and partnership interests at March 31:


                                               1998      1997

         Emco Limited, a Canadian company       42%       --
         MascoTech, Inc.                        17%       21%
         TriMas Corporation                     --         4%
         Hans Grohe, a German partnership       27%       27%           

     During the second quarter of 1997, MascoTech effected conversion of all of
its publicly held outstanding convertible preferred stock with the issuance of
approximately 10 million shares of its common stock.  This conversion reduced
the Company's common equity ownership in MascoTech to 17 percent from 21
percent.

     During October 1996, the Company completed the sale to MascoTech of 17
million shares of MascoTech common stock and warrants to purchase 10 million
shares of MascoTech common stock.  Under the sale agreement, the Company
received approximately $266 million, with $115 million cash paid at closing. 
The $151 million balance of the consideration was paid by MascoTech to the
Company on September 30, 1997; as provided for in the sale agreement, MascoTech
at that date delivered to the Company 9.9 million shares (approximately 42
percent) of the outstanding common stock of Emco Limited and $45.6 million in
cash.  Emco Limited is a leading Canadian distributor and manufacturer of home
improvement and building products.

     The following presents condensed financial data of MascoTech, Inc. Amounts
are in thousands.
     
                                                                
                                              Three Months Ended March 31
                                                1998               1997  
                                   
         Sales - Net                          $400,760           $233,440

         Gross Profit                         $104,390           $ 56,300

         Net Income (After Preferred       
           Stock Dividends in 1997)           $ 32,740           $ 29,420 


     On January 22, 1998, MascoTech announced the completion of its acquisition
of TriMas Corporation.  The Company recognized a $29 million pre-tax gain in the
first quarter of 1998, as a result of selling its common stock investment in
TriMas to MascoTech in the public tender offer.


                                       12
<PAGE>

                           PART II.  OTHER INFORMATION

                                MASCO CORPORATION


Items 1 through 5 are not applicable.

Item 6. Exhibits and Reports on Form 8-K

        (a)  Exhibits:
    
                 12 -  Computation of Ratio of Earnings to Fixed Charges

                 27 -  Financial Data Schedule
                                                            
        (b)  Reports on Form 8-K:

                Report on Form 8-K dated February 12, 1998 reporting under item
                5 the completion of the Company's redemption on February 12,
                1998 of all of its outstanding 5.25%  convertible subordinated
                debentures due 2012 and the issuance of a press release
                relating to the announcement of the Company's earnings for
                1997.    




                                SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                               MASCO CORPORATION

                                                  (Registrant)



Date:    May 13, 1998               By:  /s/Richard G. Mosteller                
                                         Richard G. Mosteller
                                          Senior Vice-President - Finance
                                          (Chief Financial Officer
                                           and Authorized Signatory)












                                       13
<PAGE>








                                MASCO CORPORATION

                                  EXHIBIT INDEX


                                                                   
  Exhibit                                                          


Exhibit 12     Computation of Ratio of Earnings to Fixed Charges                
  
Exhibit 27     Financial Data Schedule


                                                                     Exhibit 12




                  MASCO CORPORATION AND CONSOLIDATED SUBSIDIARIES

                 Computation of Ratio of Earnings to Fixed Charges


<TABLE>

                                                 (Thousands of Dollars)                    
                                 Three 
                                 Months 
                                 Ended 
                                March 31,               Year Ended December 31,            
                                  1998       1997      1996      1995      1994      1993    
<S>                             <C>        <C>       <C>       <C>       <C>        <C>
Earnings Before Income Taxes
  and Fixed Charges:

  Income from continuing 
    operations before income 
    taxes                       $184,300   $630,900  $502,700  $351,790  $292,830  $349,190  

  Deduct/add equity in 
    undistributed (earnings)/
    loss of equity affiliates     (5,230)   (19,470)  (12,310)  (17,770)  106,200   (13,750) 

  Add interest on indebtedness,
    net                           20,720     80,390    74,790    73,400    60,360    62,860  

  Add amortization of debt
    expense                          270      1,260     1,400     1,930     2,220     2,650  

  Add estimated interest factor
    for rentals                    2,480      8,150     6,150     4,970     4,220     3,190  

  Earnings before income
    taxes and fixed charges     $202,540   $701,230  $572,730  $414,320  $465,830  $404,140  


Fixed Charges:

  Interest on indebtedness
    regarding continuing
    operations                  $ 21,460   $ 83,520  $ 77,250  $ 76,460  $ 63,220  $ 63,600  

  Amortization of debt expense       270      1,260     1,400     1,930     2,220     2,650  

  Estimated interest factor 
    for rentals                    2,480      8,150     6,150     4,970     4,220     3,190  

                                $ 24,210   $ 92,930  $ 84,800  $ 83,360  $ 69,660  $ 69,440

Ratio of earnings to fixed
  charges                            8.4        7.5       6.8       5.0       6.7       5.8

</TABLE>



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM MASCO
CORPORATION'S MARCH 31, 1998 FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY
REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                         174,900
<SECURITIES>                                         0
<RECEIVABLES>                                  679,400<F1>
<ALLOWANCES>                                         0
<INVENTORY>                                    543,890
<CURRENT-ASSETS>                             1,517,460
<PP&E>                                       1,073,890<F1>
<DEPRECIATION>                                       0
<TOTAL-ASSETS>                               4,381,890
<CURRENT-LIABILITIES>                          549,850
<BONDS>                                      1,162,120
                                0
                                          0
<COMMON>                                       169,930
<OTHER-SE>                                   2,318,790
<TOTAL-LIABILITY-AND-EQUITY>                 4,381,890
<SALES>                                      1,039,000
<TOTAL-REVENUES>                             1,039,000
<CGS>                                          659,200
<TOTAL-COSTS>                                  659,200
<OTHER-EXPENSES>                                     0
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                              20,500
<INCOME-PRETAX>                                184,300
<INCOME-TAX>                                    73,700
<INCOME-CONTINUING>                            110,600
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                   110,600
<EPS-PRIMARY>                                      .67
<EPS-DILUTED>                                      .65
<FN>
<F1>Receivables and property and equipment are presented net of allowances for
doubtful accounts and accumulated depreciation and amortization, respectively.
</FN>
        

</TABLE>


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