UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ___________ to ___________

Commission file number: 1-5794

Masco Corporation

(Exact name of Registrant as Specified in its Charter)

Delaware

38-1794485

(State or Other Jurisdiction of
Incorporation or Organization)

(I.R.S. Employer Identification No.)

17450 College Parkway,

Livonia,

Michigan

48152

(Address of Principal Executive Offices)

(Zip Code)

(313) 274-7400

(Registrant's telephone number, including area code)

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange
On Which Registered

Common Stock, $1.00 par value

MAS

New York Stock Exchange

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

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


Class						Shares Outstanding at ~~June~~September 30, 2023
Common stock, par value $1.00 per share						~~224,926,048~~224,500,911

MASCO CORPORATION

INDEX

Page

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited):

Condensed Consolidated Balance Sheets - as of ~~June~~September 30, 2023 and December 31, 2022

Condensed Consolidated Statements of Operations for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022

Condensed Consolidated Statements of Cash Flows for the ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022

Condensed Consolidated Statements of Shareholders' Equity for the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022

Notes to Condensed Consolidated Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

1415

Item 4.

Controls and Procedures

2326

PART II. OTHER INFORMATION

Unregistered Sales of Equity Securities and Use of Proceeds

MASCO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

~~June~~September 30, 2023 and December 31, 2022

(In Millions, Except Share Data)


		June 30, 2023		December 31, 2022			September 30, 2023		December 31, 2022
ASSETS	ASSETS					ASSETS
Current assets:	Current assets:					Current assets:
Cash and cash investments	Cash and cash investments	$	380	$	452	Cash and cash investments	$	560	$	452

Receivables	Receivables	1,371		1,149		Receivables	1,245		1,149
Inventories	Inventories	1,144		1,236		Inventories	1,046		1,236
Prepaid expenses and other	Prepaid expenses and other	112		109		Prepaid expenses and other	113		109

Total current assets	Total current assets	3,007		2,946		Total current assets	2,964		2,946
Property and equipment, net	Property and equipment, net	1,063		975		Property and equipment, net	1,077		975
Goodwill	Goodwill	540		537		Goodwill	593		537
Other intangible assets, net	Other intangible assets, net	337		350		Other intangible assets, net	395		350
Operating lease right-of-use assets	Operating lease right-of-use assets	264		266		Operating lease right-of-use assets	270		266
Other assets	Other assets	97		113		Other assets	72		113

Total assets	Total assets	$	5,308	$	5,187	Total assets	$	5,371	$	5,187

LIABILITIES	LIABILITIES					LIABILITIES
Current liabilities:	Current liabilities:					Current liabilities:
Accounts payable	Accounts payable	$	958	$	877	Accounts payable	$	844	$	877
Notes payable	Notes payable	79		205		Notes payable	66		205
Accrued liabilities	Accrued liabilities	712		807		Accrued liabilities	752		807

Total current liabilities	Total current liabilities	1,749		1,889		Total current liabilities	1,662		1,889
Long-term debt	Long-term debt	2,946		2,946		Long-term debt	2,946		2,946
Noncurrent operating lease liabilities	Noncurrent operating lease liabilities	252		255		Noncurrent operating lease liabilities	260		255
Other liabilities	Other liabilities	333		339		Other liabilities	336		339

Total liabilities	Total liabilities	$	5,280	$	5,429	Total liabilities	$	5,204	$	5,429

Commitments and contingencies (Note L)
Commitments and contingencies (Note M)						Commitments and contingencies (Note M)
Redeemable noncontrolling interest	Redeemable noncontrolling interest	21		20		Redeemable noncontrolling interest	19		20

EQUITY	EQUITY					EQUITY
Masco Corporation's shareholders' equity:	Masco Corporation's shareholders' equity:					Masco Corporation's shareholders' equity:
Common shares, par value $1 per share Authorized shares: 1,400,000,000; Issued and outstanding: 2023 – 224,800,000; 2022 – 225,300,000		225		225
Common shares, par value $1 per share Authorized shares: 1,400,000,000; Issued and outstanding: 2023 – 224,400,000; 2022 – 225,300,000						Common shares, par value $1 per share Authorized shares: 1,400,000,000; Issued and outstanding: 2023 – 224,400,000; 2022 – 225,300,000	224		225
Preferred shares authorized: 1,000,000; Issued and outstanding: 2023 and 2022 – None	Preferred shares authorized: 1,000,000; Issued and outstanding: 2023 and 2022 – None	—		—		Preferred shares authorized: 1,000,000; Issued and outstanding: 2023 and 2022 – None	—		—
Paid-in capital	Paid-in capital	13		16		Paid-in capital	4		16
Retained deficit	Retained deficit	(671)		(947)		Retained deficit	(507)		(947)
Accumulated other comprehensive income	Accumulated other comprehensive income	241		226		Accumulated other comprehensive income	223		226
Total Masco Corporation's shareholders' deficit	Total Masco Corporation's shareholders' deficit	(192)		(480)		Total Masco Corporation's shareholders' deficit	(56)		(480)
Noncontrolling interest	Noncontrolling interest	199		218		Noncontrolling interest	204		218
Total equity	Total equity	7		(262)		Total equity	148		(262)
Total liabilities and equity	Total liabilities and equity	$	5,308	$	5,187	Total liabilities and equity	$	5,371	$	5,187

See notes to condensed consolidated financial statements.

MASCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022

(In Millions, Except Per Common Share Data)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Net sales	Net sales	$	2,127	$	2,352	$	4,106	$	4,553	Net sales	$	1,979	$	2,204	$	6,085	$	6,757
Cost of sales	Cost of sales	1,358		1,583		2,668		3,080		Cost of sales	1,235		1,509		3,903		4,589
Gross profit	Gross profit	769		769		1,438		1,473		Gross profit	744		695		2,182		2,168
Selling, general and administrative expenses	Selling, general and administrative expenses	366		361		720		712		Selling, general and administrative expenses	361		344		1,081		1,056

Operating profit	Operating profit	403		408		718		761		Operating profit	383		351		1,101		1,112
Other income (expense), net:	Other income (expense), net:									Other income (expense), net:
Interest expense	Interest expense	(28)		(28)		(56)		(53)		Interest expense	(26)		(29)		(82)		(82)
Other, net	Other, net	(1)		17		(3)		16		Other, net	(11)		(12)		(14)		4
		(29)		(11)		(59)		(37)			(37)		(41)		(96)		(78)
Income before income taxes	Income before income taxes	374		397		659		724		Income before income taxes	346		310		1,005		1,034
Income tax expense	Income tax expense	96		103		160		178		Income tax expense	86		77		246		255
Net income	Net income	278		294		499		546		Net income	260		233		759		779

Less: Net income attributable to noncontrolling interest	Less: Net income attributable to noncontrolling interest	15		16		31		35		Less: Net income attributable to noncontrolling interest	11		15		42		50
Net income attributable to Masco Corporation	Net income attributable to Masco Corporation	$	263	$	278	$	468	$	511	Net income attributable to Masco Corporation	$	249	$	218	$	717	$	729

Income per common share attributable to Masco Corporation:	Income per common share attributable to Masco Corporation:									Income per common share attributable to Masco Corporation:
Basic:	Basic:									Basic:

Net income	Net income	$	1.17	$	1.19	$	2.07	$	2.17	Net income	$	1.11	$	0.97	$	3.19	$	3.14
Diluted:	Diluted:									Diluted:

Net income	Net income	$	1.16	$	1.18	$	2.07	$	2.15	Net income	$	1.10	$	0.97	$	3.17	$	3.13

See notes to condensed consolidated financial statements.

MASCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022

(In Millions)


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Net income	Net income	$	278	$	294	$	499	$	546	Net income	$	260	$	233	$	759	$	779
Less: Net income attributable to noncontrolling interest	Less: Net income attributable to noncontrolling interest	15		16		31		35		Less: Net income attributable to noncontrolling interest	11		15		42		50
Net income attributable to Masco Corporation	Net income attributable to Masco Corporation	$	263	$	278	$	468	$	511	Net income attributable to Masco Corporation	$	249	$	218	$	717	$	729
Other comprehensive (loss) income, net of tax
Other comprehensive loss, net of tax										Other comprehensive loss, net of tax
Cumulative translation adjustment	Cumulative translation adjustment	$	(7)	$	(55)	$	15	$	(66)	Cumulative translation adjustment	$	(25)	$	(54)	$	(10)	$	(120)

Pension and other post-retirement benefits	Pension and other post-retirement benefits	—		1		—		2		Pension and other post-retirement benefits	1		1		1		3

Other comprehensive (loss) income, net of tax		(7)		(54)		15		(64)
Other comprehensive loss, net of tax										Other comprehensive loss, net of tax	(24)		(53)		(9)		(117)
Less: Other comprehensive loss attributable to noncontrolling interest	Less: Other comprehensive loss attributable to noncontrolling interest	(5)		(8)		—		(12)		Less: Other comprehensive loss attributable to noncontrolling interest	(6)		(14)		(6)		(26)
Other comprehensive (loss) income attributable to Masco Corporation		$	(2)	$	(46)	$	15	$	(52)
Other comprehensive loss attributable to Masco Corporation										Other comprehensive loss attributable to Masco Corporation	$	(18)	$	(39)	$	(3)	$	(91)
Total comprehensive income	Total comprehensive income	$	271	$	240	$	514	$	482	Total comprehensive income	$	236	$	180	$	750	$	662
Total comprehensive income attributable to noncontrolling interest	Total comprehensive income attributable to noncontrolling interest	10		8		31		23		Total comprehensive income attributable to noncontrolling interest	5		1		36		24
Total comprehensive income attributable to Masco Corporation	Total comprehensive income attributable to Masco Corporation	$	261	$	232	$	483	$	459	Total comprehensive income attributable to Masco Corporation	$	231	$	179	$	714	$	638

See notes to condensed consolidated financial statements.

MASCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022

(In Millions)


		Six Months Ended June 30,					Nine Months Ended September 30,
		2023		2022			2023		2022
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:	CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:					CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:
Cash provided by operations	Cash provided by operations	$	632	$	662	Cash provided by operations	$	954	$	954
Increase in receivables	Increase in receivables	(243)		(296)		Increase in receivables	(120)		(207)
Decrease (increase) in inventories	Decrease (increase) in inventories	95		(159)		Decrease (increase) in inventories	199		(164)
Decrease in accounts payable and accrued liabilities, net	Decrease in accounts payable and accrued liabilities, net	(36)		(33)		Decrease in accounts payable and accrued liabilities, net	(105)		(63)
Net cash from operating activities	Net cash from operating activities	448		174		Net cash from operating activities	928		520

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:	CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:					CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:

Purchase of Company common stock	Purchase of Company common stock	(81)		(914)		Purchase of Company common stock	(126)		(914)
Cash dividends paid	Cash dividends paid	(129)		(131)		Cash dividends paid	(193)		(195)
Dividends paid to noncontrolling interest	Dividends paid to noncontrolling interest	(49)		—		Dividends paid to noncontrolling interest	(49)		(68)

Proceeds from short-term borrowings	Proceeds from short-term borrowings	77		—		Proceeds from short-term borrowings	77		—
Payment of short-term borrowings						Payment of short-term borrowings	(11)		—
Proceeds from term loan	Proceeds from term loan	—		500		Proceeds from term loan	—		500
Payment of term loan	Payment of term loan	(200)		—		Payment of term loan	(200)		(100)

Proceeds from the exercise of stock options	Proceeds from the exercise of stock options	23		1		Proceeds from the exercise of stock options	37		1
Employee withholding taxes paid on stock-based compensation	Employee withholding taxes paid on stock-based compensation	(23)		(17)		Employee withholding taxes paid on stock-based compensation	(29)		(17)

Decrease in debt, net	Decrease in debt, net	(4)		(7)		Decrease in debt, net	(4)		(9)

Net cash for financing activities	Net cash for financing activities	(386)		(568)		Net cash for financing activities	(498)		(802)

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:	CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:					CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
Capital expenditures	Capital expenditures	(133)		(70)		Capital expenditures	(181)		(137)

Acquisition of business, net of cash acquired						Acquisition of business, net of cash acquired	(136)		—

Other, net	Other, net	(4)		(4)		Other, net	(4)		(7)
Net cash for investing activities	Net cash for investing activities	(137)		(74)		Net cash for investing activities	(321)		(144)

Effect of exchange rate changes on cash and cash investments	Effect of exchange rate changes on cash and cash investments	3		(18)		Effect of exchange rate changes on cash and cash investments	(1)		(36)

CASH AND CASH INVESTMENTS:	CASH AND CASH INVESTMENTS:					CASH AND CASH INVESTMENTS:
Decrease for the period		(72)		(486)
Increase (decrease) for the period						Increase (decrease) for the period	108		(462)
At January 1	At January 1	452		926		At January 1	452		926
At June 30		$	380	$	440
At September 30						At September 30	$	560	$	464

See notes to condensed consolidated financial statements.

MASCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022

(In Millions, Except Per Common Share Data)

Total
Common
Shares
($1 par value)
Paid-In
Capital Retained (Deficit) Earnings Accumulated Other Comprehensive Income (Loss) Noncontrolling
Interest
Balance, January 1, 2022 $ 56 $ 241 $ — $ (652) $ 232 $ 235
Total comprehensive income (loss) 242 — — 233 (6) 15
Shares issued 1 1 — — — —
Shares retired:
Repurchased (364) (6) (27) (331) — —
Surrendered (non-cash) (17) — — (17) — —
Cash dividends declared (67) — — (67) — —
Redeemable noncontrolling interest - redemption adjustment 1 — — 1 — —
Stock-based compensation 27 — 27 — — —
Balance, March 31, 2022 $ (121) $ 236 $ — $ (833) $ 226 $ 250
Total comprehensive income (loss) 240 — — 278 (46) 8
Shares retired:
Repurchased (550) (11) (5) (534) — —
Cash dividends declared (64) — — (64) — —
Dividends declared to noncontrolling interest (79) — — — — (79)
Redeemable noncontrolling interest - redemption adjustment (1) — — (1) — —
Stock-based compensation 12 — 12 — — —
Balance, June 30, 2022 $ (563) $ 225 $ 7 $ (1,154) $ 180 $ 179


	Total		Common Shares ($1 par value)		Paid-In Capital		Retained (Deficit) Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest
Balance, January 1, 2022	$	56	$	241	$	—	$	(652)	$	232	$	235
Total comprehensive income (loss)	242		—		—		233		(6)		15
Shares issued	1		1		—		—		—		—
Shares retired:
Repurchased	(364)		(6)		(27)		(331)		—		—
Surrendered (non-cash)	(17)		—		—		(17)		—		—
Cash dividends declared	(67)		—		—		(67)		—		—

Redeemable noncontrolling interest - redemption adjustment	1		—		—		1		—		—
Stock-based compensation	27		—		27		—		—		—
Balance, March 31, 2022	$	(121)	$	236	$	—	$	(833)	$	226	$	250
Total comprehensive income (loss)	240		—		—		278		(46)		8

Shares retired:
Repurchased	(550)		(11)		(5)		(534)		—		—

Cash dividends declared	(64)		—		—		(64)		—		—
Dividends declared to noncontrolling interest	(79)		—		—		—		—		(79)
Redeemable noncontrolling interest - redemption adjustment	(1)		—		—		(1)		—		—
Stock-based compensation	12		—		12		—		—		—
Balance, June 30, 2022	$	(563)	$	225	$	7	$	(1,154)	$	180	$	179
Total comprehensive income (loss)	181		—		—		218		(39)		2




Cash dividends declared	(64)		—		—		(64)		—		—

Redeemable noncontrolling interest - redemption adjustment	2		—		—		2		—		—
Stock-based compensation	8		—		8		—		—		—
Balance, September 30, 2022	$	(436)	$	225	$	15	$	(998)	$	141	$	181

MASCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (Concluded)

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022

(In Millions, Except Per Common Share Data)


		Total		Common Shares ($1 par value)		Paid-In Capital		Retained (Deficit) Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest			Total		Common Shares ($1 par value)		Paid-In Capital		Retained (Deficit) Earnings		Accumulated Other Comprehensive Income (Loss)		Noncontrolling Interest
Balance, January 1, 2023	Balance, January 1, 2023	$	(262)	$	225	$	16	$	(947)	$	226	$	218	Balance, January 1, 2023	$	(262)	$	225	$	16	$	(947)	$	226	$	218
Total comprehensive income	Total comprehensive income	243		—		—		205		17		21		Total comprehensive income	243		—		—		205		17		21
Shares issued	Shares issued	6		1		5		—		—		—		Shares issued	6		1		5		—		—		—
Shares retired:	Shares retired:													Shares retired:
Repurchased	Repurchased	(56)		(1)		(32)		(23)		—		—		Repurchased	(56)		(1)		(32)		(23)		—		—
Surrendered (non-cash)	Surrendered (non-cash)	(17)		—		—		(17)		—		—		Surrendered (non-cash)	(17)		—		—		(17)		—		—
Cash dividends declared	Cash dividends declared	(65)		—		—		(65)		—		—		Cash dividends declared	(65)		—		—		(65)		—		—

Stock-based compensation	Stock-based compensation	11		—		11		—		—		—		Stock-based compensation	11		—		11		—		—		—
Balance, March 31, 2023	Balance, March 31, 2023	$	(140)	$	225	$	—	$	(847)	$	243	$	239	Balance, March 31, 2023	$	(140)	$	225	$	—	$	(847)	$	243	$	239
Total comprehensive income (loss)	Total comprehensive income (loss)	270		—		—		263		(2)		9		Total comprehensive income (loss)	270		—		—		263		(2)		9
Shares issued	Shares issued	11		1		10		—		—		—		Shares issued	11		1		10		—		—		—
Shares retired:	Shares retired:													Shares retired:
Repurchased	Repurchased	(25)		(1)		(1)		(23)		—		—		Repurchased	(25)		(1)		(1)		(23)		—		—

Cash dividends declared	Cash dividends declared	(64)		—		—		(64)		—		—		Cash dividends declared	(64)		—		—		(64)		—		—
Dividends declared to noncontrolling interest	Dividends declared to noncontrolling interest	(49)		—		—		—		—		(49)		Dividends declared to noncontrolling interest	(49)		—		—		—		—		(49)

Stock-based compensation	Stock-based compensation	4		—		4		—		—		—		Stock-based compensation	4		—		4		—		—		—
Balance, June 30, 2023	Balance, June 30, 2023	$	7	$	225	$	13	$	(671)	$	241	$	199	Balance, June 30, 2023	$	7	$	225	$	13	$	(671)	$	241	$	199
Total comprehensive income (loss)														Total comprehensive income (loss)	236		—		—		249		(18)		5
Shares issued														Shares issued	9		—		9		—		—		—
Shares retired:														Shares retired:
Repurchased														Repurchased	(45)		(1)		(23)		(21)		—		—

Cash dividends declared														Cash dividends declared	(64)		—		—		(64)		—		—

Stock-based compensation														Stock-based compensation	5		—		5		—		—		—
Balance, September 30, 2023														Balance, September 30, 2023	$	148	$	224	$	4	$	(507)	$	223	$	204

See notes to condensed consolidated financial statements.

MASCO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

A. ACCOUNTING POLICIES

In our opinion, the accompanying unaudited condensed consolidated financial statements contain all adjustments, of a normal recurring nature, necessary to fairly state our financial position at ~~June~~September 30, 2023, our results of operations and comprehensive income (loss) for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, cash flows for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 and changes in shareholders' equity for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022. The condensed consolidated balance sheet at December 31, 2022 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted ("GAAP") in the United States of America.

Recently Adopted Accounting Pronouncements. In September 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-04, "Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires that an entity that uses a supplier finance program in connection with the purchase of goods or services disclose information about the program’s nature, activity during the period, changes from period to period, and potential magnitude. We adopted this standard for annual periods on a retrospective basis, including interim periods within those annual periods, beginning January 1, 2023, except for the amendment on rollforward information, which is effective prospectively for annual periods beginning January 1, 2024 and will be adopted at that time. The adoption of this guidance modified our disclosures, but did not have an impact on our financial position and results of operations.

Recently Issued Accounting Pronouncements. In March 2023, the FASB issued ASU 2023-02, "Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method,” which permits an entity to elect to account for their tax equity investments using the proportional amortization method if certain conditions are met, regardless of the tax credit program from which the income tax credits are received. ASU 2023-02 is effective for annual periods on either a modified retrospective or retrospective basis, including interim periods within those annual periods, beginning January 1, 2024. Early adoption is permitted. We plan to adopt this standard beginning January 1, 2024, and ~~we are currently reviewing the provisions of this standard and the impact, if any,~~do not anticipate that the adoption of this ~~guidance~~new standard will have a material effect on our financial position ~~and~~or results of operations.

B. ACQUISITIONS

In the third quarter of 2023, we acquired all of the share capital of Sauna360 Group Oy (“Sauna360”) for approximately €124 million ($136 million), net of cash acquired. Sauna360 has a portfolio of products that includes traditional, infrared, and wood-burning saunas as well as steam showers. The business is included within the Plumbing Products segment. In connection with this acquisition, we recognized $22 million of indefinite-lived intangible assets, which is related to trademarks, and $45 million of definite-lived intangible assets, primarily related to customer relationships. The definite-lived intangible assets are being amortized on a straight-line basis over a weighted average amortization period of 16 years. We also recognized $60 million of goodwill, which is not tax deductible, and is related primarily to the expected synergies from combining the operations into our business. The purchase price allocation for this acquisition is based on analysis of information as of the acquisition date that was available through September 30, 2023, and will be updated through the measurement period, if necessary.

MASCO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

C. REVENUE

Our revenues are derived from sales to customers in North America and Internationally, principally Europe. Net sales from these geographic markets, by segment, were as follows, in millions:


		Three Months Ended June 30, 2023							Three Months Ended September 30, 2023
		Plumbing Products		Decorative Architectural Products		Total			Plumbing Products		Decorative Architectural Products		Total
Primary geographic markets:	Primary geographic markets:							Primary geographic markets:
North America	North America	$	816	$	902	$	1,718	North America	$	814	$	788	$	1,602
International, principally Europe	International, principally Europe	409		—		409		International, principally Europe	377		—		377
Total	Total	$	1,225	$	902	$	2,127	Total	$	1,191	$	788	$	1,979

		Six Months Ended June 30, 2023							Nine Months Ended September 30, 2023
		Plumbing Products		Decorative Architectural Products		Total			Plumbing Products		Decorative Architectural Products		Total
Primary geographic markets:	Primary geographic markets:							Primary geographic markets:
North America	North America	$	1,614	$	1,659	$	3,273	North America	$	2,428	$	2,447	$	4,875
International, principally Europe	International, principally Europe	833		—		833		International, principally Europe	1,210		—		1,210
Total	Total	$	2,447	$	1,659	$	4,106	Total	$	3,638	$	2,447	$	6,085

~~MASCO CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)~~

~~B. REVENUE (Concluded)~~


		Three Months Ended June 30, 2022							Three Months Ended September 30, 2022
		Plumbing Products		Decorative Architectural Products		Total			Plumbing Products		Decorative Architectural Products		Total
Primary geographic markets:	Primary geographic markets:							Primary geographic markets:
North America	North America	$	926	$	979	$	1,905	North America	$	912	$	880	$	1,792
International, principally Europe	International, principally Europe	447		—		447		International, principally Europe	412		—		412
Total	Total	$	1,373	$	979	$	2,352	Total	$	1,324	$	880	$	2,204

		Six Months Ended June 30, 2022							Nine Months Ended September 30, 2022
		Plumbing Products		Decorative Architectural Products		Total			Plumbing Products		Decorative Architectural Products		Total
Primary geographic markets:	Primary geographic markets:							Primary geographic markets:
North America	North America	$	1,818	$	1,821	$	3,639	North America	$	2,730	$	2,701	$	5,431
International, principally Europe	International, principally Europe	914		—		914		International, principally Europe	1,326		—		1,326
Total	Total	$	2,732	$	1,821	$	4,553	Total	$	4,056	$	2,701	$	6,757

We recognized $~~3 million and $8~~8 million of revenue for both the three months ended ~~June~~September 30, 2023 and 2022, ~~respectively,~~ related to performance obligations settled in previous quarters of the same year. We recognized $4$6 million and $5$11 million of revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively, and $8$5 million and ~~$13~~$18 million of revenue for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively, related to performance obligations settled in previous years.

Our contract asset balance was $2 million and $1 million at ~~June~~September 30, 2023 and December 31, 2022, respectively. Our contract liability balance was ~~$17~~$15 million and $61 million at ~~June~~September 30, 2023 and December 31, 2022, respectively.

MASCO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

C. REVENUE (Concluded)

Changes in the allowance for credit losses deducted from accounts receivable were as follows, in millions:


		Six Months Ended June 30, 2023		Twelve Months Ended December 31, 2022			Nine Months Ended September 30, 2023		Twelve Months Ended December 31, 2022
Balance at January 1	Balance at January 1	$	8	$	6	Balance at January 1	$	8	$	6
Provision for expected credit losses during the period	Provision for expected credit losses during the period	2		5		Provision for expected credit losses during the period	4		5
Write-offs charged against the allowance	Write-offs charged against the allowance	(2)		(4)		Write-offs charged against the allowance	(4)		(4)
Recoveries of amounts previously written off	Recoveries of amounts previously written off	1		1		Recoveries of amounts previously written off	1		1

Balance at end of period	Balance at end of period	$	9	$	8	Balance at end of period	$	9	$	8

C.D. DEPRECIATION AND AMORTIZATION

Depreciation and amortization expense was ~~$70~~$107 million and ~~$71~~$105 million for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, respectively.

D.E. INVENTORIES

The components of inventory were as follows, in millions:


		At June 30, 2023		At December 31, 2022			At September 30, 2023		At December 31, 2022
Finished goods	Finished goods	$	717	$	715	Finished goods	$	651	$	715
Raw materials	Raw materials	328		408		Raw materials	300		408
Work in process	Work in process	99		113		Work in process	95		113
Total	Total	$	1,144	$	1,236	Total	$	1,046	$	1,236

F. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill at September 30, 2023, by segment, was as follows, in millions:


	Gross Goodwill At September 30, 2023		Accumulated Impairment Losses		Net Goodwill At September 30, 2023
Plumbing Products	$	667	$	(301)	$	366
Decorative Architectural Products	366		(139)		227
Total	$	1,033	$	(440)	$	593

The changes in the carrying amount of goodwill for the nine months ended September 30, 2023, by segment, were as follows, in millions:


	Gross Goodwill At December 31, 2022		Accumulated Impairment Losses		Net Goodwill At December 31, 2022		Acquisitions (A)		Foreign Currency Translation		Net Goodwill At September 30, 2023
Plumbing Products	$	611	$	(301)	$	310	$	60	$	(4)	$	366
Decorative Architectural Products	366		(139)		227		—		—		227
Total	$	977	$	(440)	$	537	$	60	$	(4)	$	593

(A) In the third quarter of 2023, we acquired Sauna360. Refer to Note B for additional information.

MASCO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

E.F. GOODWILL AND OTHER INTANGIBLE ASSETS (Concluded)

~~Goodwill at June 30, 2023, by segment, was as follows, in millions:~~

Gross Goodwill At June 30, 2023 Accumulated Impairment Losses Net Goodwill At June 30, 2023
Plumbing Products $ 614 $ (301) $ 313
Decorative Architectural Products 366 (139) 227
Total $ 980 $ (440) $ 540

~~The changes in the carrying amount of goodwill for the six months ended June 30, 2023, by segment, were as follows, in millions:~~

Gross Goodwill At December 31, 2022 Accumulated Impairment Losses Net Goodwill At December 31, 2022 Foreign Currency Translation Net Goodwill At June 30, 2023
Plumbing Products $ 611 $ (301) $ 310 $ 3 $ 313
Decorative Architectural Products 366 (139) 227 — 227
Total $ 977 $ (440) $ 537 $ 3 $ 540

The carrying value of our other indefinite-lived intangible assets were $123 million and $102 million at ~~both June~~September 30, 2023 and December 31, 2022, respectively, and principally included registered trademarks. The carrying value of our definite-lived intangible assets was ~~$235~~$272 million (net of accumulated amortization of ~~$104~~$110 million) at ~~June~~September 30, 2023 and $248 million (net of accumulated amortization of $94 million) at December 31, 2022, and principally included customer relationships. The increase in our indefinite-lived and definite-lived intangible assets is primarily a result of our acquisition of Sauna360.

F.G. SUPPLIER FINANCE PROGRAM

We facilitate a voluntary supply chain finance program (the "program") to provide certain of our suppliers with the opportunity to sell receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. A third party administers the program; our responsibility is limited to making payment on the terms originally negotiated with our supplier, regardless of whether the supplier sells its receivable to a financial institution. We do not enter into agreements with any of the participating financial institutions in connection with the program. The range of payment terms we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the program.

All outstanding payments owed under the program are recorded within accounts payable in our condensed consolidated balance sheets. The amounts confirmed as valid under the program and included in accounts payable were ~~$64~~$60 million and $50 million at ~~June~~September 30, 2023 and December 31, 2022, respectively. Of the amounts confirmed as valid under the program, the amounts owed to participating financial institutions were ~~$20~~$21 million and $29 million at ~~June~~September 30, 2023 and December 31, 2022, respectively. All payments made under the program are recorded as a decrease in accounts payable and accrued liabilities, net, in our condensed consolidated statements of cash flows.

G.H. DEBT

On April 26, 2022, we entered into a revolving credit agreement (the “2022 Credit Agreement”) with an aggregate commitment of $1.0 billion and a maturity date of April 26, 2027. Under the 2022 Credit Agreement, at our request and subject to certain conditions, we can increase the aggregate commitment up to an additional $500 million with the current lenders or new lenders.

~~MASCO CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)~~

~~G. DEBT (Concluded)~~

The 2022 Credit Agreement provides for an unsecured revolving credit facility available to us and one of our foreign subsidiaries in U.S. dollars, European euros, British pounds sterling, Canadian dollars and certain other currencies for revolving credit loans, swingline loans and letters of credit. Borrowings under the revolving credit loans denominated in any agreed upon currency other than U.S. dollars are limited to the equivalent of $500 million. We can also borrow swingline loans up to $125 million and obtain letters of credit of up to $25 million. Outstanding letters of credit under the 2022 Credit Agreement reduce our borrowing capacity and we had no outstanding letters of credit under the 2022 Credit Agreement at ~~June~~September 30, 2023.

The 2022 Credit Agreement contains financial covenants requiring us to maintain (A) a net leverage ratio, as adjusted for certain items, not exceeding 4.0 to 1.0, and (B) an interest coverage ratio, as adjusted for certain items, not less than 2.5 to 1.0.

In order for us to borrow under the 2022 Credit Agreement, there must not be any default in our covenants in the 2022 Credit Agreement (i.e., in addition to the two financial covenants described above, principally limitations on subsidiary debt, negative pledge restrictions, and requirements relating to legal compliance, maintenance of our properties and insurance) and our representations and warranties in the 2022 Credit Agreement must be true in all material respects on the date of borrowing (i.e., principally no material adverse change or litigation likely to result in a material adverse change, since December 31, 2021, no material ERISA or environmental non-compliance, and no material tax deficiency). We were in compliance with all covenants and no borrowings were outstanding at ~~June~~September 30, 2023.

MASCO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

H. DEBT (Concluded)

On April 26, 2022, we entered into a 364-day $500 million senior unsecured delayed draw term loan (the "term loan") due April 26, 2023 with a syndicate of lenders. The term loan and commitments thereunder were subject to prepayment or termination at our option and the loans bore interest at SOFR plus a spread adjustment and 0.70%. The covenants, including the financial covenants, were substantially the same as those in the 2022 Credit Agreement. We repaid $300 million during 2022 and the remaining $200 million upon the maturity of the term loan on April 26, 2023.

On May 9, 2023, our Hansgrohe SE subsidiary entered into €70 million ($77 million) of short-term borrowings to support working capital needs. The loans contain no financial covenants and ~~the full amount~~€60 million ($63 million) remained borrowed and outstanding at a weighted average interest rate of ~~4.173%~~4.807% at ~~June~~September 30, 2023.

Fair Value of Debt. The fair value of our short-term and long-term fixed-rate debt instruments is based principally upon modeled market prices for the same or similar issues, which are Level 1 inputs. The aggregate estimated market value of our short-term and long-term debt at ~~June~~September 30, 2023 was approximately ~~$2.6~~$2.5 billion, compared with the aggregate carrying value of $3.0 billion. The aggregate estimated market value of our short-term and long-term debt at December 31, 2022 was approximately $2.7 billion, compared with the aggregate carrying value of $3.2 billion.

I. SEGMENT INFORMATION

Information by segment and geographic area was as follows, in millions:


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023		2022		2023		2022		2023		2022		2023		2022
	Net Sales (A)				Operating Profit				Net Sales (A)				Operating Profit
Our operations by segment were:
Plumbing Products	$	1,191	$	1,324	$	223	$	220	$	3,638	$	4,056	$	673	$	686
Decorative Architectural Products	788		880		181		151		2,447		2,701		493		498
Total	$	1,979	$	2,204	$	404	$	371	$	6,085	$	6,757	$	1,166	$	1,184
Our operations by geographic area were:
North America	$	1,602	$	1,792	$	348	$	305	$	4,875	$	5,431	$	972	$	961
International, principally Europe	377		412		56		66		1,210		1,326		194		223
Total, as above	$	1,979	$	2,204	404		371		$	6,085	$	6,757	1,166		1,184
General corporate expense, net					(21)		(20)						(65)		(72)
Operating profit					383		351						1,101		1,112
Other income (expense), net					(37)		(41)						(96)		(78)
Income before income taxes					$	346	$	310					$	1,005	$	1,034

(A) Inter-segment sales were not material.

MASCO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

J. OTHER INCOME (EXPENSE), NET

Other, net, which is included in other income (expense), net, was as follows, in millions:


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022

Foreign currency transaction losses	$	(7)	$	(4)	$	(7)	$	(6)
Net periodic pension and post-retirement benefit expense	(3)		(2)		(9)		(7)
Income from cash and cash investments	3		1		5		2
Equity investment loss, net	(1)		(6)		(1)		(6)

Realized gains from private equity funds	—		—		1		—
Contingent consideration (A)	—		—		—		24
Loss on sale of businesses, net	—		—		—		(1)
Other items, net	(3)		(1)		(3)		(2)
Total other, net	$	(11)	$	(12)	$	(14)	$	4

(A)In the nine months ended September 30, 2022 we recognized $24 million of income from the revaluation of contingent consideration related to our acquisition of Kraus USA Inc.

K. INCOME TAXES

Our effective tax rate was 25 percent and 24 percent for the three and nine months ended September 30, 2023, respectively, and was 25 percent for both the three and nine months ended September 30, 2022. Our effective tax rate for the nine months ended September 30, 2023 and 2022 was favorably impacted by $14 million and $10 million of income tax benefits, respectively. For both periods, the income tax benefits primarily resulted from a reduction in the liability for uncertain tax positions resulting from the expiration of statutes of limitation and stock-based compensation.

1012

MASCO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

~~H. SEGMENT INFORMATION~~

~~Information by segment and geographic area was as follows, in millions:~~

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022 2023 2022 2023 2022
Net Sales (A) Operating Profit Net Sales (A) Operating Profit
Our operations by segment were:
Plumbing Products $ 1,225 $ 1,373 $ 244 $ 238 $ 2,447 $ 2,732 $ 450 $ 466
Decorative Architectural Products 902 979 180 192 1,659 1,821 312 347
Total $ 2,127 $ 2,352 $ 424 $ 430 $ 4,106 $ 4,553 $ 762 $ 813
Our operations by geographic area were:
North America $ 1,718 $ 1,905 $ 358 $ 356 $ 3,273 $ 3,639 $ 624 $ 656
International, principally Europe 409 447 66 74 833 914 138 157
Total, as above $ 2,127 $ 2,352 424 430 $ 4,106 $ 4,553 762 813
General corporate expense, net (21) (22) (44) (52)
Operating profit 403 408 718 761
Other income (expense), net (29) (11) (59) (37)
Income before income taxes $ 374 $ 397 $ 659 $ 724

~~(A)~~ ~~Inter-segment sales were not material.~~

~~I. OTHER INCOME (EXPENSE), NET~~

~~Other, net, which is included in other income (expense), net, was as follows, in millions:~~

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 2023 2022
Net periodic pension and post-retirement benefit expense $ (3) $ (3) $ (6) $ (5)
Income from cash and cash investments 1 1 2 1
Foreign currency transaction losses (1) (6) — (2)
Realized gains from private equity funds — — 1 —
Contingent consideration (A)
— 28 — 24
Loss on sale of businesses, net — (3) — (1)
Other items, net 2 — — (1)
Total other, net $ (1) $ 17 $ (3) $ 16

~~(A)~~In the three and six months ended June 30, 2022 we recognized $28 million and $24 million, respectively, of income from the revaluation of contingent consideration related to our acquisition of Kraus USA Inc.

~~MASCO CORPORATION~~

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)~~

~~J. INCOME TAXES~~

Our effective tax rate was 26 percent and 24 percent for the three and six months ended June 30, 2023, respectively, and was 26 percent and 25 percent for the three and six months ended June 30, 2022, respectively. Our effective tax rate for the six months ended June 30, 2023 and 2022 was favorably impacted by $12 million and $10 million of income tax benefits, respectively. For both periods, the income tax benefits primarily resulted from a reduction in the liability for uncertain tax positions resulting from the expiration of statutes of limitation and stock-based compensation.

K.L. INCOME PER COMMON SHARE

Reconciliations of the numerators and denominators used in the computations of basic and diluted income per common share were as follows, in millions:


		Three Months Ended June 30,				Six Months Ended June 30,					Three Months Ended September 30,				Nine Months Ended September 30,
		2023		2022		2023		2022			2023		2022		2023		2022
Numerator (basic and diluted):	Numerator (basic and diluted):									Numerator (basic and diluted):
Net income	Net income	$	263	$	278	$	468	$	511	Net income	$	249	$	218	$	717	$	729
Less: Allocation to redeemable noncontrolling interest	Less: Allocation to redeemable noncontrolling interest	—		1		—		—		Less: Allocation to redeemable noncontrolling interest	—		(2)		—		(2)
Less: Allocation to unvested restricted stock awards	Less: Allocation to unvested restricted stock awards	—		1		—		2		Less: Allocation to unvested restricted stock awards	—		—		—		3
Net income attributable to common shareholders	Net income attributable to common shareholders	$	263	$	276	$	468	$	509	Net income attributable to common shareholders	$	249	$	220	$	717	$	728

Denominator:	Denominator:									Denominator:
Basic common shares (based upon weighted average)	Basic common shares (based upon weighted average)	225		231		226		235		Basic common shares (based upon weighted average)	225		226		225		232
Add: Stock option dilution	Add: Stock option dilution	1		2		—		2		Add: Stock option dilution	1		1		1		1
Diluted common shares	Diluted common shares	226		233		226		237		Diluted common shares	226		227		226		233

For the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022, we allocated dividends and undistributed earnings to the unvested restricted stock awards.

The following stock options, restricted stock units and performance restricted stock units were excluded from the computation of weighted-average diluted common shares outstanding due to their anti-dilutive effect, in thousands:


		Three Months Ended June 30,		Six Months Ended June 30,			Three Months Ended September 30,		Nine Months Ended September 30,
		2023	2022	2023	2022		2023	2022	2023	2022
Number of stock options	Number of stock options	897	670	843	599	Number of stock options	392	670	861	623
Number of restricted stock units	Number of restricted stock units	113	249	202	17	Number of restricted stock units	8	4	4	22
Number of performance restricted stock units	Number of performance restricted stock units	15	—	15	—	Number of performance restricted stock units	15	—	15	—

We have declared and paid cash dividends per common share of $0.285 and ~~$0.570~~$0.855 for the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively, and $0.280 and ~~$0.560~~$0.840 for the three and ~~six~~nine months ended ~~June~~September 30, 2022, respectively.

MASCO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Concluded)

L.M. OTHER COMMITMENTS AND CONTINGENCIES

Litigation. We are involved in claims and litigation, including class actions, mass torts and regulatory proceedings, which arise in the ordinary course of our business. The types of matters may include, among others: advertising, competition, contract, data privacy, employment, environmental, insurance coverage, intellectual property, personal injury, product compliance, product liability, securities and warranty. We believe we have adequate defenses in these matters. We are also subject to product safety regulations, product recalls and direct claims for product liabilities. We believe the likelihood that the outcome of these claims, litigation and product safety matters would have a material adverse effect on us is remote. However, there is no assurance that we will prevail in these matters, and we could, in the future, incur judgments or penalties, enter into settlements of claims or revise our expectations regarding the outcome of these matters, which could materially impact our results of operations.

Warranty. Changes in our warranty liability were as follows, in millions:


		Six Months Ended June 30, 2023		Twelve Months Ended December 31, 2022			Nine Months Ended September 30, 2023		Twelve Months Ended December 31, 2022
Balance at January 1	Balance at January 1	$	80	$	80	Balance at January 1	$	80	$	80
Accruals for warranties issued during the period	Accruals for warranties issued during the period	19		40		Accruals for warranties issued during the period	29		40
Accruals related to pre-existing warranties	Accruals related to pre-existing warranties	3		(3)		Accruals related to pre-existing warranties	3		(3)
Settlements made (in cash or kind) during the period	Settlements made (in cash or kind) during the period	(20)		(34)		Settlements made (in cash or kind) during the period	(30)		(34)
Other, net (including currency translation)		1		(3)
Other, net (including currency translation and acquisitions)						Other, net (including currency translation and acquisitions)	1		(3)
Balance at end of period	Balance at end of period	$	83	$	80	Balance at end of period	$	83	$	80

~~M. SUBSEQUENT EVENTS~~N. INSURANCE SETTLEMENT

~~On July 21,~~During the three months ended September 30, 2023, we ~~entered into~~received an ~~agreement~~insurance settlement payment in our Decorative Architectural Products segment related to ~~acquire all~~lost sales resulting from a weather event that occurred in Texas in 2021 which impacted the operations of a resin supplier and interrupted our ability to manufacture certain paints and other coating products. The insurance settlement payment increased gross profit and operating profit by $40 million for the ~~share capital of Sauna360 Group Oy (“Sauna360”) for an estimated €125 million, net of cash acquired~~three and subject to customary closing adjustments. Sauna360 has a portfolio of products that includes traditional, infrared, and wood-burning saunas as well as steam showers. The acquisition is expected to close during the third quarter of 2023, subject to regulatory approval. Upon closing, this business will be reported within the Plumbing Products segment.nine months ended September 30, 2023.

1314


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

Overview

Due to changing market conditions, we are experiencing, and may continue to experience, lower market demand for our products. We have been experiencing, and may continue to experience, elevated commodity and other input costs, as well as employee-related cost inflation. While still elevated, we have recently seen some reduction of certain costs, and we aim to offset the potential unfavorable impact of our costs and lower demand for our products with productivity improvement, pricing, and other initiatives.

We continue to execute our strategies of leveraging our strong brand portfolio, industry-leading positions and the Masco Operating System, our methodology to drive growth and productivity, to create long-term shareholder value. We remain confident in the fundamentals of our business and long-term strategy. We believe that our strong financial position and cash flow generation, together with our investments in our industry-leading branded building products, our continued focus on innovation and disciplined capital allocation, will allow us to drive long-term growth and create value for our shareholders.

~~SECOND~~THIRD QUARTER 2023 AND THE FIRST ~~SIX~~NINE MONTHS 2023 VERSUS

~~SECOND~~THIRD QUARTER 2022 AND THE FIRST ~~SIX~~NINE MONTHS 2022

Consolidated Results of Operations

We report our financial results in accordance with accounting principles generally accepted in the United States of America ("GAAP"). However, we believe that certain non-GAAP performance measures and ratios used in managing the business may provide users of this financial information with additional meaningful comparisons between current results and results in prior periods. Non-GAAP performance measures and ratios should be viewed in addition to, and not as an alternative for, our reported results under GAAP.

The following discussion of consolidated results of operations refers to the three and ~~six~~nine months ended ~~June~~September 30, 2023 compared to the same periods of 2022.

SALES AND OPERATIONS

Net Sales

Below is a summary of our net sales, in millions, for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2023		2022		Change		2023		2022		Change			2023		2022		Change		2023		2022		Change
Net sales, as reported	Net sales, as reported	$	2,127	$	2,352	$	(225)	$	4,106	$	4,553	$	(447)	Net sales, as reported	$	1,979	$	2,204	$	(225)	$	6,085	$	6,757	$	(672)
Acquisitions														Acquisitions	(6)		—		(6)		(6)		—		(6)

Net sales, excluding acquisitions														Net sales, excluding acquisitions	1,973		2,204		(231)		6,079		6,757		(678)
Currency translation	Currency translation	4		—		4		34		—		34		Currency translation	(14)		—		(14)		20		—		20
Net sales, excluding the effect of currency translation		$	2,131	$	2,352	$	(221)	$	4,140	$	4,553	$	(413)
Net sales, excluding acquisitions and the effect of currency translation														Net sales, excluding acquisitions and the effect of currency translation	$	1,959	$	2,204	$	(245)	$	6,099	$	6,757	$	(658)

Net sales for the three months ended ~~June~~September 30, 2023 were ~~$2.1~~$2.0 billion, which decreased 10 percent compared to the three months ended ~~June~~September 30, 2022. Excluding acquisitions and the effect of currency translation, net sales decreased ~~nine~~11 percent. Net sales for the ~~six~~nine months ended ~~June~~September 30, 2023 were ~~$4.1~~$6.1 billion, which decreased 10 percent compared to the ~~six~~nine months ended ~~June~~September 30, 2022. Excluding acquisitions and the effect of currency translation, net sales decreased ~~nine~~10 percent.

Net sales decreased primarily due to:

•

Lower sales volume which decreased sales by 12 percent and 13 percent for the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively.

•

Unfavorable sales mix of plumbing products which decreased sales by one percent for ~~both periods.~~the nine months ended September 30, 2023.

These amounts were partially offset by:

•

Higher net selling prices driven by plumbing products which increased sales by one percent for the three months ended September 30, 2023 and higher net selling prices across the entire company which increased sales by four percent ~~and five percent~~ for the ~~three and six~~nine months ended ~~June~~September 30, ~~2023, respectively.~~2023.

Gross Profit and Gross Margin

Below is a summary of our gross profit, in millions, and gross margin for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:


		Three Months Ended June 30,								Six Months Ended June 30,									Three Months Ended September 30,								Nine Months Ended September 30,
		2023			2022			Favorable / (Unfavorable)		2023			2022			Favorable / (Unfavorable)			2023			2022			Favorable / (Unfavorable)		2023			2022			Favorable / (Unfavorable)
Gross profit	Gross profit	$	769		$	769		$	—	$	1,438		$	1,473		$	(35)	Gross profit	$	744		$	695		$	49	$	2,182		$	2,168		$	14
Gross margin	Gross margin	36.2		%	32.7		%	350 bps		35.0		%	32.4		%	260 bps		Gross margin	37.6		%	31.5		%	610 bps		35.9		%	32.1		%	380 bps

~~For both periods, gross profit margin was positively impacted by:~~

•

~~Higher net selling prices.~~

•

~~Cost savings initiatives.~~

•

~~Lower transportation costs.~~

~~For both periods, these amounts were partially offset by:~~

•

~~Lower sales volume.~~

•

~~Increased commodity and other input costs.~~

•

~~Unfavorable sales mix.~~

~~Selling, General and Administrative Expenses~~

Below is a summary of our selling, general and administrative expenses, in millions, and selling, general and administrative expenses as a percentage of net sales for the three and six months ended June 30, 2023 and 2022:

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 (Favorable) / Unfavorable 2023 2022 (Favorable) / Unfavorable
Selling, general and administrative expenses $ 366 $ 361 $ 5 $ 720 $ 712 $ 8
Selling, general and administrative expenses as percentage of net sales 17.2 % 15.3 % 190 bps 17.5 % 15.6 % 190 bps

~~Selling, general and administrative expenses as percentage of net sales was negatively impacted by:~~

•

~~Lower net sales resulting from lower volumes for both periods.~~

•

~~Increased marketing costs for the six months ended June 30, 2023.~~

~~Operating Profit~~

~~Below is a summary of our operating profit, in millions, and operating profit margin for the three and six months ended June 30, 2023 and 2022:~~

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 Favorable / (Unfavorable) 2023 2022 Favorable / (Unfavorable)
Operating profit $ 403 $ 408 $ (5) $ 718 $ 761 $ (43)
Operating profit margin 18.9 % 17.3 % 160 bps 17.5 % 16.7 % 80 bps

~~Operating~~Gross profit margin was ~~negatively~~positively impacted by:

•

Higher net selling prices for both periods.

•

Receipt of an insurance settlement payment for both periods.

•

Cost savings initiatives for both periods.

•

Lower commodity costs for the three months ended September 30, 2023.

•

Lower transportation costs for both periods.

These amounts were partially offset by:

•

Lower sales volume for both periods.

•

Unfavorable sales mix for the nine months ended September 30, 2023.

Selling, General and Administrative Expenses


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023			2022			(Favorable) / Unfavorable		2023			2022			(Favorable) / Unfavorable
Selling, general and administrative expenses	$	361		$	344		$	17	$	1,081		$	1,056		$	25
Selling, general and administrative expenses as percentage of net sales	18.2		%	15.6		%	260 bps		17.8		%	15.6		%	220 bps

Selling, general and administrative expenses as percentage of net sales was negatively impacted by:

•

Increased ~~commodity and other input~~employee-related costs for both periods.

•

Increased marketing costs for the nine months ended September 30, 2023.

•

Lower net sales resulting from lower volumes for both periods.

Operating Profit

Below is a summary of our operating profit, in millions, and operating profit margin for the three and nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023			2022			Favorable / (Unfavorable)		2023			2022			Favorable / (Unfavorable)
Operating profit	$	383		$	351		$	32	$	1,101		$	1,112		$	(11)
Operating profit margin	19.4		%	15.9		%	350 bps		18.1		%	16.5		%	160 bps

For the three months ended September 30, 2023, operating profit was positively impacted by:

•

~~Unfavorable~~Lower transportation and commodity costs.

•

Receipt of an insurance settlement payment.

•

Cost savings initiatives.

•

Higher net selling prices.

These amounts were partially offset by:

•

Lower sales ~~mix for both periods.~~volume.

•

Increased ~~marketing costs for the six months ended June 30, 2023.~~employee-related costs.

For ~~both periods, these~~the nine months ended September 30, 2023, operating profit was negatively impacted by:

•

Lower sales volume.

•

Increased employee-related costs.

•

Unfavorable sales mix.

•

Increased marketing costs.

•

Unfavorable foreign currency translation.

These amounts were partially offset by:

•

Higher net selling prices.

•

Cost savings initiatives.

•

Receipt of an insurance settlement payment.

•

Lower transportation costs.

OTHER INCOME (EXPENSE), NET

Interest Expense

Below is a summary of our interest expense, in millions, for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 Favorable / (Unfavorable) 2023 2022 Favorable / (Unfavorable)
Interest expense $ (28) $ (28) $ — $ (56) $ (53) $ (3)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023		2022		Favorable / (Unfavorable)		2023		2022		Favorable / (Unfavorable)
Interest expense	$	(26)	$	(29)	$	3	$	(82)	$	(82)	$	—

Other, net

Below is a summary of our other, net, in millions, for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:

Three Months Ended June 30, Six Months Ended June 30,
2023 2022 Favorable / (Unfavorable) 2023 2022 Favorable / (Unfavorable)
Other, net $ (1) $ 17 $ (18) $ (3) $ 16 $ (19)


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023		2022		Favorable / (Unfavorable)		2023		2022		Favorable / (Unfavorable)
Other, net	$	(11)	$	(12)	$	1	$	(14)	$	4	$	(18)

For the ~~three and six~~nine months ended ~~June~~September 30, 2022, ~~Other,~~other, net included ~~$28 million and~~ $24 million ~~respectively,~~ of income from the revaluation of contingent consideration related to our acquisition of Kraus USA Inc.

INCOME TAXES

Below is a summary of our income tax expense, in millions, and our effective tax rate for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:


		Three Months Ended June 30,									Six Months Ended June 30,										Three Months Ended September 30,									Nine Months Ended September 30,
		2023			2022			(Favorable) / Unfavorable			2023			2022			(Favorable) / Unfavorable				2023			2022			(Favorable) / Unfavorable			2023			2022			(Favorable) / Unfavorable
Income tax expense	Income tax expense	$	96		$	103		$	(7)		$	160		$	178		$	(18)		Income tax expense	$	86		$	77		$	9		$	246		$	255		$	(9)
Effective tax rate	Effective tax rate	26		%	26		%	—		%	24		%	25		%	(1)		%	Effective tax rate	25		%	25		%	—		%	24		%	25		%	(1)		%

Our effective tax rate for the ~~six~~nine months ended ~~June~~September 30, 2023 and 2022 was favorably impacted by ~~$12~~$14 million and $10 million of income tax benefits, respectively. For both periods, the income tax benefits primarily resulted from a reduction in the liability for uncertain tax positions resulting from the expiration of statutes of limitation and stock-based compensation.

NET INCOME AND INCOME PER COMMON SHARE - ATTRIBUTABLE TO MASCO CORPORATION

Below is a summary of our net income and diluted income per common share, in millions, except per share data, for the three and ~~six~~nine months ended ~~June~~September 30, 2023 and 2022:


		Three Months Ended June 30,						Six Months Ended June 30,							Three Months Ended September 30,						Nine Months Ended September 30,
		2023		2022		Favorable / (Unfavorable)		2023		2022		Favorable / (Unfavorable)			2023		2022		Favorable / (Unfavorable)		2023		2022		Favorable / (Unfavorable)
Net income	Net income	$	263	$	278	$	(15)	$	468	$	511	$	(43)	Net income	$	249	$	218	$	31	$	717	$	729	$	(12)
Diluted income per common share	Diluted income per common share	$	1.16	$	1.18	$	(0.02)	$	2.07	$	2.15	$	(0.08)	Diluted income per common share	$	1.10	$	0.97	$	0.13	$	3.17	$	3.13	$	0.04

1719

Business Segment and Geographic Area Results

The following tables set forth our net sales and operating profit information by business segment and geographic area, dollars in millions.


		Three Months Ended June 30,				Percent Change		Six Months Ended June 30,				Percent Change			Three Months Ended September 30,				Percent Change		Nine Months Ended September 30,				Percent Change
		2023		2022		2023 vs. 2022		2023		2022		2023 vs. 2022			2023		2022		2023 vs. 2022		2023		2022		2023 vs. 2022
Net Sales:	Net Sales:													Net Sales:
Plumbing Products	Plumbing Products	$	1,225	$	1,373	(11)	%	$	2,447	$	2,732	(10)	%	Plumbing Products	$	1,191	$	1,324	(10)	%	$	3,638	$	4,056	(10)	%
Decorative Architectural Products	Decorative Architectural Products	902		979		(8)	%	1,659		1,821		(9)	%	Decorative Architectural Products	788		880		(10)	%	2,447		2,701		(9)	%
Total	Total	$	2,127	$	2,352	(10)	%	$	4,106	$	4,553	(10)	%	Total	$	1,979	$	2,204	(10)	%	$	6,085	$	6,757	(10)	%

North America	North America	$	1,718	$	1,905	(10)	%	$	3,273	$	3,639	(10)	%	North America	$	1,602	$	1,792	(11)	%	$	4,875	$	5,431	(10)	%
International, principally Europe	International, principally Europe	409		447		(9)	%	833		914		(9)	%	International, principally Europe	377		412		(8)	%	1,210		1,326		(9)	%
Total	Total	$	2,127	$	2,352	(10)	%	$	4,106	$	4,553	(10)	%	Total	$	1,979	$	2,204	(10)	%	$	6,085	$	6,757	(10)	%


		Three Months Ended June 30,				Percent Change		Six Months Ended June 30,				Percent Change			Three Months Ended September 30,				Percent Change		Nine Months Ended September 30,				Percent Change
		2023		2022		2023 vs. 2022		2023		2022		2023 vs. 2022			2023		2022		2023 vs. 2022		2023		2022		2023 vs. 2022
Operating Profit (A):	Operating Profit (A):													Operating Profit (A):
Plumbing Products	Plumbing Products	$	244	$	238	3	%	$	450	$	466	(3)	%	Plumbing Products	$	223	$	220	1	%	$	673	$	686	(2)	%
Decorative Architectural Products	Decorative Architectural Products	180		192		(6)	%	312		347		(10)	%	Decorative Architectural Products	181		151		20	%	493		498		(1)	%
Total	Total	$	424	$	430	(1)	%	$	762	$	813	(6)	%	Total	$	404	$	371	9	%	$	1,166	$	1,184	(2)	%

North America	North America	$	358	$	356	1	%	$	624	$	656	(5)	%	North America	$	348	$	305	14	%	$	972	$	961	1	%
International, principally Europe	International, principally Europe	66		74		(11)	%	138		157		(12)	%	International, principally Europe	56		66		(15)	%	194		223		(13)	%
Total	Total	424		430		(1)	%	762		813		(6)	%	Total	404		371		9	%	1,166		1,184		(2)	%
General corporate expense, net	General corporate expense, net	(21)		(22)		(5)	%	(44)		(52)		(15)	%	General corporate expense, net	(21)		(20)		5	%	(65)		(72)		(10)	%
Total operating profit	Total operating profit	$	403	$	408	(1)	%	$	718	$	761	(6)	%	Total operating profit	$	383	$	351	9	%	$	1,101	$	1,112	(1)	%

(A)Before general corporate expense, net; refer to Note HI to the condensed consolidated financial statements.

1820

The following discussion of business segment and geographic area results refers to the three and ~~six~~nine months ended ~~June~~September 30, 2023 compared to the same periods of 2022. Changes in operating profit in the following business segment and geographic area results discussion exclude general corporate expense, net.

BUSINESS SEGMENT RESULTS DISCUSSION

Plumbing Products

Sales

Net sales in the Plumbing Products segment decreased 10 percent for both the three and nine months ended September 30, 2023. In local currencies (including sales in currencies outside their respective functional currencies), net sales decreased 11 percent and 10 percent for the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively. Lower sales volume decreased sales by 14 percent and 13 percent for the three and nine months ended September 30, 2023, respectively. Unfavorable sales mix decreased sales by one percent for both the three and nine months ended September 30, 2023. These amounts were partially offset by higher net selling prices which increased sales by three percent and four percent for the three and nine months ended September 30, 2023, respectively.

Operating Results

Operating profit in the Plumbing Products segment for the three months ended September 30, 2023 was positively impacted by higher net selling prices, lower transportation and commodity costs and cost savings initiatives. These amounts were mostly offset by lower sales volume, unfavorable foreign currency translation and increased employee-related costs. Operating profit for the nine months ended September 30, 2023 was negatively impacted by lower sales volume, increased employee-related costs, unfavorable foreign currency translation, unfavorable sales mix and increased marketing costs. These amounts were partially offset by higher net selling prices, lower transportation and commodity costs and cost savings initiatives.

Decorative Architectural Products

Sales

Net sales in the Decorative Architectural Products segment decreased 10 percent and nine percent for the three and nine months ended September 30, 2023, respectively. For the three months ended September 30, 2023 this decrease was due primarily to lower sales volume and lower net selling prices. For the nine months ended September 30, 2023 this decrease was due primarily to lower sales volume, partially offset by higher net selling prices.

Operating Results

Operating profit in the Decorative Architectural Products segment for the three months ended September 30, 2023 was positively impacted by the receipt of an insurance settlement payment and cost savings initiatives, partially offset by lower sales volume and lower net selling prices. Operating profit for the nine months ended September 30, 2023 was negatively impacted by lower sales volume and increased commodity costs, mostly offset by higher net selling prices, receipt of an insurance settlement payment and cost saving initiatives.

GEOGRAPHIC AREA RESULTS DISCUSSION

North America

Sales

North America net sales decreased 11 percent and 10 percent for the three and nine months ended September 30, 2023, respectively. Lower sales volume across all product categories decreased sales by 11 percent and 13 percent for the three and nine months ended September 30, 2023, respectively. Unfavorable sales mix decreased sales by one percent for both the three and nine months ended September 30, 2023. These amounts were partially offset by higher net selling prices which increased sales by one percent and three percent for the three and nine months ended September 30, 2023, respectively.

Operating Results

North America operating profit for the three months ended September 30, 2023 was positively impacted by lower transportation and commodity costs, receipt of an insurance settlement payment and cost savings initiatives. These amounts were partially offset by lower sales volume and higher employee-related costs. North America operating profit for the nine months ended September 30, 2023 was positively impacted by higher net selling prices, cost savings initiatives, receipt of an insurance settlement payment and lower transportation costs. These amounts were mostly offset by lower sales volume, higher employee-related costs and higher marketing costs.

International, Principally Europe

Sales

International net sales decreased eight percent and nine percent for the three and nine months ended September 30, 2023, respectively. In local currencies (including sales in currencies outside their respective functional currencies), net sales decreased 1011 percent and ~~nine~~seven percent for the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively. Lower sales volume decreased sales by 1316 percent and 12 percent for ~~both~~ the three and ~~six~~nine months ended ~~June~~September 30, ~~2023.~~2023, respectively. Unfavorable sales mix decreased sales by ~~two percent and~~ one percent for the ~~three and six~~nine months ended ~~June~~September 30, ~~2023, respectively.~~2023. These amounts were partially offset by higher net selling prices which increased sales by four percent and ~~five percent for the three and six months ended June 30, 2023, respectively.~~

~~Operating Results~~

Operating profit in the Plumbing Products segment for the three months ended June 30, 2023 was positively impacted by higher net selling prices, lower transportation costs and cost savings initiatives. These amounts were partially offset by lower sales volume, unfavorable sales mix and increased employee-related costs. Operating profit for the six months ended June 30, 2023 was negatively impacted by lower sales volume, unfavorable sales mix, increased employee-related costs, increased marketing costs and unfavorable foreign currency translation. These amounts were partially offset by higher net selling prices, cost savings initiatives, and lower transportation costs.

~~Decorative Architectural Products~~

~~Sales~~

Net sales in the Decorative Architectural Products segment decreased eight percent and nine percent for the three and six months ended June 30, 2023, respectively. These decreases were due primarily to lower sales volume across the segment, partially offset by higher net selling prices across the segment for the three and six months ended June 30, 2023.

~~Operating Results~~

Operating profit in the Decorative Architectural Products segment for the three and six months ended June 30, 2023 was negatively impacted by lower sales volume, increased commodity and other input costs and increased marketing costs. These amounts were partially offset by higher net selling prices and cost savings initiatives.

~~GEOGRAPHIC AREA RESULTS DISCUSSION~~

~~North America~~

~~Sales~~

North America net sales decreased 10 percent for both the three and six months ended June 30, 2023. Lower sales volume across all product categories decreased sales by 13 percent and 14 percent for the three and six months ended June 30, 2023, respectively. Unfavorable sales mix decreased sales by one percent for the three months ended June 30, 2023. These amounts were partially offset by higher net selling prices across all product categories which increased sales by four percent for both the three and six months ended June 30, 2023.

~~Operating Results~~

North America operating profit for the three months ended June 30, 2023 was positively impacted by higher net selling prices, cost savings initiatives, and lower transportation costs. These amounts were partially offset by lower sales volume, higher commodity and other input costs, and higher employee-related costs. North America operating profit for the six months ended June 30, 2023 was negatively impacted by lower sales volume, higher commodity and other input costs, increased marketing costs, and higher employee-related costs. These amounts were partially offset by higher net selling prices, cost savings initiatives, and lower transportation costs.

~~International, Principally Europe~~

~~Sales~~

International net sales decreased nine percent for both the three and six months ended June 30, 2023. In local currencies (including sales in currencies outside their respective functional currencies), net sales decreased eight percent and six percent for the three and ~~six~~nine months ended ~~June~~September 30, 2023, respectively. Lower sales volume decreased sales by 11 percent and 10 percent for the three and six months ended June 30, 2023, respectively. Unfavorable sales mix decreased sales by three percent and two percent for the three and six months ended June 30, 2023, respectively. These amounts were partially offset by higher net selling prices which increased sales by six percent for both the three and six months ended June 30, 2023.

Operating Results

International operating profit for the three and ~~six~~nine months ended ~~June~~September 30, 2023 was negatively impacted by lower sales volume and unfavorable ~~sales mix. International~~foreign currency translation. For the nine months ended September 30, 2023 operating profit was also negatively impacted by ~~increased marketing costs for the six months ended June 30, 2023.~~unfavorable sales mix. These amounts were partially offset by higher net selling prices and lower transportation and commodity costs.

Liquidity and Capital Resources

Overview of Capital Structure

We had cash and cash investments of approximately ~~$380~~$560 million and $452 million at ~~June~~September 30, 2023 and December 31, 2022, respectively. Our cash and cash investments consist of overnight interest bearing money market demand accounts, time deposit accounts, and money market mutual funds containing government securities and treasury obligations. While we attempt to diversify these investments in a prudent manner to minimize risk, it is possible that future changes in the financial markets could affect the security or availability of these investments. Of the cash and cash investments we held at ~~June~~September 30, 2023 and December 31, 2022, ~~$252~~$274 million and $321 million, respectively, was held in our foreign subsidiaries. If these funds were needed for our operations in the U.S., their repatriation into the U.S. would not result in significant additional U.S. income tax or foreign withholding tax, as we have recorded such taxes on substantially all undistributed foreign earnings, except for those that are legally restricted.

Our current ratio was ~~1.7~~1.8 to 1 and 1.6 to 1 at ~~June~~September 30, 2023 and December 31, 2022, respectively. The increase in our current ratio is primarily due to the repayment of the 364-day term loan during 2023.

We believe that our present cash balance and cash flows from operations, and borrowing availability under our revolving credit agreement, are sufficient to fund our near-term working capital and other investment needs. We believe that our longer-term working capital and other general corporate requirements will be satisfied through cash flows from operations and, to the extent necessary, from bank borrowings and future financial market activities. However, due to the changing market conditions and its impact on our customers and suppliers, we are unable to fully estimate the extent of the impact itthat the changing market conditions may have on our future financial condition.

Credit Agreement

On April 26, 2022, we entered into a revolving credit agreement (the “2022 Credit Agreement”) with an aggregate commitment of $1.0 billion and a maturity date of April 26, 2027.

Under the 2022 Credit Agreement, at our request and subject to certain conditions, we can increase the aggregate commitment up to an additional $500 million with the current lenders or new lenders. See Note GH to the condensed consolidated financial statements for additional information.

364-day Term Loan

Other Liquidity and Capital Resource Activities

As part of our ongoing efforts to improve our cash flow and related liquidity, we work with suppliers to optimize our terms and conditions, including extending payment terms. We also facilitate a voluntary supply chain finance program (the "program") to provide certain of our suppliers with the opportunity to sell receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. The amounts confirmed as valid under the program and included in accounts payable were ~~$64~~$60 million and $50 million at ~~June~~September 30, 2023 and December 31, 2022, respectively. Of the amounts confirmed as valid under the program, the amounts owed to participating financial institutions were ~~$20~~$21 million and $29 million at ~~June~~September 30, 2023 and December 31, 2022, respectively. All payments made under the program are recorded as a decrease in accounts payable and accrued liabilities, net, in our condensed consolidated statements of cash flows. A downgrade in our credit rating or changes in the financial markets could limit the financial institutions’ willingness to commit funds to, and participate in, the program. We do not believe such risk would have a material impact on our working capital or cash flows, as substantially all of our payments are made outside of the program.

Acquisitions

In the third quarter of 2023, we acquired all of the share capital of Sauna360 for approximately €124 million ($136 million), net of cash acquired. Sauna360 has a portfolio of products that includes traditional, infrared, and wood-burning saunas as well as steam showers.

Share Repurchases

Effective October 20, 2022, our Board of Directors authorized the repurchase, for retirement, of up to $2.0 billion of shares of our common stock in open-market transactions or otherwise, replacing the previous Board of Directors authorization established in 2021. We repurchased and retired approximately ~~1.6~~2.4 million shares of our common stock in the ~~six~~nine months ended ~~June~~September 30, 2023 for approximately ~~$81~~$126 million. This included 0.2 million shares to offset the dilutive impact of restricted stock units granted in the ~~six~~nine months ended ~~June~~September 30, 2023. At ~~June~~September 30, 2023, we had approximately $1.9 billion remaining under the 2022 authorization. Consistent with our past practice and as part of our long-term capital allocation strategy, we anticipate using approximately $350 million of cash for share repurchases (including shares which will be purchased to offset any dilution from restricted stock units granted as part of our compensation program) in 2023.

Cash Flows

For the ~~six~~nine months ended ~~June~~September 30, 2023, net cash provided by operations was ~~$448~~$928 million, primarily driven by operating ~~profit, partially offset by changes in working capital, due mostly to higher receivables.~~profit.

For the ~~six~~nine months ended ~~June~~September 30, 2023, net cash used for financing activities was ~~$386~~$498 million, primarily due to $200 million for the ~~payment~~repayment of the 364-day term loan, ~~$129~~$193 million for the payment of cash dividends, ~~$81~~$126 million for the repurchase and retirement of our common stock (including 0.2 million shares repurchased to offset the dilutive impact of restricted stock units granted in 2023), and $49 million for dividends paid to noncontrolling interest. These uses of cash were partially offset by ~~$77~~$66 million of net proceeds from short-term debt borrowings.

For the ~~six~~nine months ended ~~June~~September 30, 2023, net cash used for investing activities was ~~$137~~$321 million, primarily driven by ~~$133~~$181 million of capital ~~expenditures.~~expenditures and $136 million for the acquisition of Sauna360.

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Cautionary Statement Concerning Forward-Looking Statements

This Report contains statements that reflect our views about our future performance and constitute "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as "outlook," "believe," "anticipate," "appear," "may," "will," "should," "intend," "plan," "estimate," "expect," "assume," "seek," "forecast," and similar references to future periods. Our views about future performance involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. We caution you against relying on any of these forward-looking statements.

Our future performance may be affected by the levels of residential repair and remodel activity, and to a lesser extent, new home construction, our ability to maintain our strong brands and to develop innovative products, our ability to maintain our public reputation, our ability to maintain our competitive position in our industries, our reliance on key customers, the cost and availability of materials, our dependence on suppliers and service providers, extreme weather events and changes in climate, risks associated with our international operations and global strategies, our ability to achieve the anticipated benefits of our strategic initiatives, our ability to successfully execute our acquisition strategy and integrate businesses that we have acquired and may in the future acquire, our ability to attract, develop and retain a talented and diverse workforce, risks associated with cybersecurity vulnerabilities, threats and attacks, risks associated with our reliance on information systems and technology and the impact of the ongoing COVID-19 pandemic on our business and operations.

These and other factors are discussed in detail in Item 1A. "Risk Factors" in our most recent Annual Report on Form 10-K, as well as in other filings we make with the Securities and Exchange Commission. Any forward-looking statement made by us speaks only as of the date on which it was made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Unless required by law, we undertake no obligation to update publicly any forward-looking statements as a result of new information, future events or otherwise.

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MASCO CORPORATION
Item 4.
CONTROLS AND PROCEDURES

a.Evaluation of Disclosure Controls and Procedures.

The Company's Principal Executive Officer and Principal Financial Officer have concluded, based on an evaluation of the Company's disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15 that, as of ~~June~~September 30, 2023, the Company's disclosure controls and procedures were effective.

b. Changes in Internal Control over Financial Reporting.

In connection with the evaluation of the Company's internal control over financial reporting that occurred during the quarter ended ~~June~~September 30, 2023, which is required under the Securities Exchange Act of 1934 by paragraph (d) of Exchange Rules 13a-15 or 15d-15 (as defined in paragraph (f) of Rule 13a-15), management determined that there was no change that materially affected or is reasonably likely to materially affect internal control over financial reporting.

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MASCO CORPORATION

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings involving us is set forth in Note LM to our condensed consolidated financial statements included in Part I, Item 1 of this Report and is incorporated herein by reference.

Item 1A. Risk Factors

There have been no material changes to the risk factors of the Company set forth in Item 1A, “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

The following table provides information regarding the repurchase of our common stock for the three months ended ~~June~~September 30, 2023 under the 2022 share repurchase authorization:

Period Total Number
Of Shares
Purchased Average Price
Paid Per
Common Share Total Number Of
Shares Purchased
As Part Of
Publicly Announced
Plans or Programs Maximum Value Of
Shares That May
Yet Be Purchased
Under The Plans Or Programs
4/1/23 - 4/30/23 517,434 $ 49.32 517,434 $ 1,919,001,671
5/1/23 - 5/31/23 — $ — — $ 1,919,001,671
6/1/23 - 6/30/23 — $ — — $ 1,919,001,671
Total for the quarter 517,434 $ 49.32 517,434 $ 1,919,001,671


Period	Total Number Of Shares Purchased	Average Price Paid Per Common Share		Total Number Of Shares Purchased As Part Of Publicly Announced Plans or Programs	Maximum Value Of Shares That May Yet Be Purchased Under The Plans Or Programs
7/1/23 - 7/31/23	773,051	$	58.22	773,051	$	1,873,997,902
8/1/23 - 8/31/23	—	$	—	—	$	1,873,997,902
9/1/23 - 9/30/23	—	$	—	—	$	1,873,997,902
Total for the quarter	773,051	$	58.22	773,051	$	1,873,997,902

Item 5. Other Information

Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements

During the three months ended ~~June~~September 30, 2023, none of our officers or directors adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

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MASCO CORPORATION

PART II. OTHER INFORMATION, Continued

Item 6. Exhibits


10.a						~~Severance and Release Agreement~~Employment Offer Letter dated ~~May 31,~~August 28, 2023 between Richard Westenberg and Masco ~~Corporation and John G. Sznewajs.~~Corporation.
10.b						~~Agreement dated May 31, 2023 between Masco Corporation~~Amended and ~~John G. Sznewajs.~~
~~10.c~~						Restated Transition and Severance Agreement and Release ~~Agreement dated July 7, 2023 between Masco Corporation and Richard~~of All Liability with David A. ~~O'Reagan.~~Chaika.
31.a						Certification by Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
31.b						Certification by Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
32						Certifications required by Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code.
101						The following financial information from Masco Corporation's Quarterly Report on Form 10-Q for the quarter ended ~~June~~September 30, 2023, formatted in Inline XBRL: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations, (iii) the Condensed Consolidated Statements of Comprehensive Income (Loss), (iv) the Condensed Consolidated Statements of Cash Flows, (v) the Condensed Consolidated Statements of Shareholders' Equity, and (vi) Notes to Condensed Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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MASCO CORPORATION

PART II. OTHER INFORMATION, Concluded

SIGNATURE

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


			MASCO CORPORATION
			By:			/s/ ~~David A. Chaika~~Richard J. Westenberg
						~~David A. Chaika~~Richard Westenberg ~~Interim~~Vice President, Chief Financial Officer

~~July 27,~~October 26, 2023

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	Gross Goodwill At June 30, 2023		Accumulated Impairment Losses		Net Goodwill At June 30, 2023
Plumbing Products	$	614	$	(301)	$	313
Decorative Architectural Products	366		(139)		227
Total	$	980	$	(440)	$	540