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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 30, 2023
or
    ☐    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)

Delaware38-1794485
(State or Other Jurisdiction of
Incorporation or Organization)		(I.R.S. Employer Identification No.)
17450 College Parkway, Livonia,Michigan48152
(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 SymbolName of Each Exchange
On Which Registered
Common Stock, $1.00 par valueMASNew 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 30, 2023
Common stock, par value $1.00 per share 224,926,048


MASCO CORPORATION

INDEX

   Page
  
 
















MASCO CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

June 30, 2023 and December 31, 2022
(In Millions, Except Share Data)
 June 30, 2023December 31, 2022
ASSETS
Current assets:  
Cash and cash investments$380 $452 
Receivables1,371 1,149 
Inventories1,144 1,236 
Prepaid expenses and other112 109 
Total current assets3,007 2,946 
Property and equipment, net1,063 975 
Goodwill540 537 
Other intangible assets, net337 350 
Operating lease right-of-use assets264 266 
Other assets97 113 
Total assets$5,308 $5,187 
LIABILITIES
Current liabilities:
Accounts payable$958 $877 
Notes payable79 205 
Accrued liabilities712 807 
Total current liabilities1,749 1,889 
Long-term debt2,946 2,946 
Noncurrent operating lease liabilities252 255 
Other liabilities333 339 
Total liabilities$5,280 $5,429 
Commitments and contingencies (Note L)
Redeemable noncontrolling interest21 20 
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 
Preferred shares authorized: 1,000,000;
   Issued and outstanding: 2023 and 2022 – None
— — 
Paid-in capital13 16 
Retained deficit(671)(947)
Accumulated other comprehensive income241 226 
Total Masco Corporation's shareholders' deficit(192)(480)
Noncontrolling interest199 218 
Total equity7 (262)
Total liabilities and equity$5,308 $5,187 
See notes to condensed consolidated financial statements.
1
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)
For the Three and Six Months Ended June 30, 2023 and 2022
(In Millions, Except Per Common Share Data)
Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Net sales$2,127 $2,352 $4,106 $4,553 
Cost of sales1,358 1,583 2,668 3,080 
Gross profit769 769 1,438 1,473 
Selling, general and administrative expenses366 361 720 712 
Operating profit403 408 718 761 
Other income (expense), net:  
Interest expense(28)(28)(56)(53)
Other, net(1)17 (3)16 
(29)(11)(59)(37)
Income before income taxes374 397 659 724 
Income tax expense96 103 160 178 
Net income278 294 499 546 
Less: Net income attributable to noncontrolling interest15 16 31 35 
Net income attributable to Masco Corporation$263 $278 $468 $511 
Income per common share attributable to Masco Corporation: 
Basic:  
Net income$1.17 $1.19 $2.07 $2.17 
Diluted:  
Net income$1.16 $1.18 $2.07 $2.15 
   






See notes to condensed consolidated financial statements.
2
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited)
For the Three and Six Months Ended June 30, 2023 and 2022
(In Millions)
Three Months Ended June 30,Six Months Ended June 30,
 2023202220232022
Net income$278 $294 $499 $546 
Less: Net income attributable to noncontrolling interest15 16 31 35 
Net income attributable to Masco Corporation$263 $278 $468 $511 
Other comprehensive (loss) income, net of tax  
Cumulative translation adjustment$(7)$(55)$15 $(66)
Pension and other post-retirement benefits— 1 — 2 
Other comprehensive (loss) income, net of tax (7)(54)15 (64)
Less: Other comprehensive loss attributable to noncontrolling interest(5)(8)— (12)
Other comprehensive (loss) income attributable to Masco Corporation$(2)$(46)$15 $(52)
Total comprehensive income$271 $240 $514 $482 
Total comprehensive income attributable to noncontrolling interest10 8 31 23 
Total comprehensive income attributable to Masco Corporation$261 $232 $483 $459 
   




























See notes to condensed consolidated financial statements.
3
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
For the Six Months Ended June 30, 2023 and 2022
(In Millions)
Six Months Ended June 30,
 20232022
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:  
Cash provided by operations$632 $662 
Increase in receivables(243)(296)
Decrease (increase) in inventories95 (159)
Decrease in accounts payable and accrued liabilities, net(36)(33)
Net cash from operating activities448 174 
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES: 
Purchase of Company common stock(81)(914)
Cash dividends paid(129)(131)
Dividends paid to noncontrolling interest(49)— 
Proceeds from short-term borrowings77 — 
Proceeds from term loan— 500 
Payment of term loan(200)— 
Proceeds from the exercise of stock options23 1 
Employee withholding taxes paid on stock-based compensation(23)(17)
Decrease in debt, net(4)(7)
Net cash for financing activities(386)(568)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
Capital expenditures(133)(70)
Other, net(4)(4)
Net cash for investing activities(137)(74)
Effect of exchange rate changes on cash and cash investments3 (18)
CASH AND CASH INVESTMENTS: 
Decrease for the period(72)(486)
At January 1452 926 
At June 30$380 $440 

See notes to condensed consolidated financial statements.
4
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)
For the Three and Six Months Ended June 30, 2023 and 2022
(In Millions, Except Per Common Share Data)
 Total
Common
Shares
($1 par value)
Paid-In
Capital		Retained (Deficit) EarningsAccumulated Other Comprehensive Income (Loss)Noncontrolling
Interest
Balance, January 1, 2022$56 $241 $— $(652)$232 $235 
Total comprehensive income (loss)242 — — 233 (6)15 
Shares issued1 1 — — — — 
Shares retired:
Repurchased(364)(6)(27)(331)— — 
Surrendered (non-cash)(17)— — (17)— — 
Cash dividends declared(67)— — (67)— — 
Redeemable noncontrolling interest - redemption adjustment1 — — 1 — — 
Stock-based compensation27 — 27 — — — 
Balance, March 31, 2022$(121)$236 $— $(833)$226 $250 
Total comprehensive income (loss)240 — — 278 (46)8 
Shares retired:
Repurchased(550)(11)(5)(534)— — 
Cash dividends declared(64)— — (64)— — 
Dividends declared to noncontrolling interest(79)— — — — (79)
Redeemable noncontrolling interest - redemption adjustment(1)— — (1)— — 
Stock-based compensation12 — 12 — — — 
Balance, June 30, 2022$(563)$225 $7 $(1,154)$180 $179 

























5
MASCO CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (Concluded)
For the Three and Six Months Ended June 30, 2023 and 2022
(In Millions, Except Per Common Share Data)
 Total
Common
Shares
($1 par value)
Paid-In
Capital		Retained (Deficit) EarningsAccumulated Other Comprehensive Income (Loss)Noncontrolling
Interest
Balance, January 1, 2023$(262)$225 $16 $(947)$226 $218 
Total comprehensive income243 — — 205 17 21 
Shares issued6 1 5 — — — 
Shares retired:
Repurchased(56)(1)(32)(23)— — 
Surrendered (non-cash)(17)— — (17)— — 
Cash dividends declared(65)— — (65)— — 
Stock-based compensation11 — 11 — — — 
Balance, March 31, 2023$(140)$225 $— $(847)$243 $239 
Total comprehensive income (loss)270 — — 263 (2)9 
Shares issued11 1 10 — — — 
Shares retired:
Repurchased(25)(1)(1)(23)— — 
Cash dividends declared(64)— — (64)— — 
Dividends declared to noncontrolling interest(49)— — — — (49)
Stock-based compensation4 — 4 — — — 
Balance, June 30, 2023$7 $225 $13 $(671)$241 $199 
See notes to condensed consolidated financial statements.
6
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 30, 2023, our results of operations and comprehensive income (loss) for the three and six months ended June 30, 2023 and 2022, cash flows for the six months ended June 30, 2023 and 2022, and changes in shareholders' equity for the three and six months ended June 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, the adoption of this guidance will have on our financial position and results of operations.

B. 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
Plumbing ProductsDecorative Architectural ProductsTotal
Primary geographic markets:
North America$816 $902 $1,718 
International, principally Europe409 — 409 
Total$1,225 $902 $2,127 
Six Months Ended June 30, 2023
Plumbing ProductsDecorative Architectural ProductsTotal
Primary geographic markets:
North America$1,614 $1,659 $3,273 
International, principally Europe833 — 833 
Total$2,447 $1,659 $4,106 


7
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)
B. REVENUE (Concluded)

Three Months Ended June 30, 2022
Plumbing ProductsDecorative Architectural ProductsTotal
Primary geographic markets:
North America$926 $979 $1,905 
International, principally Europe447 — 447 
Total$1,373 $979 $2,352 
Six Months Ended June 30, 2022
Plumbing ProductsDecorative Architectural ProductsTotal
Primary geographic markets:
North America$1,818 $1,821 $3,639 
International, principally Europe914 — 914 
Total$2,732 $1,821 $4,553 
We recognized $3 million and $8 million of revenue for the three months ended June 30, 2023 and 2022, respectively, related to performance obligations settled in previous quarters of the same year. We recognized $4 million and $5 million of revenue for the three and six months ended June 30, 2023, respectively, and $8 million and $13 million of revenue for the three and six months ended June 30, 2022, respectively, related to performance obligations settled in previous years.
Our contract asset balance was $2 million and $1 million at June 30, 2023 and December 31, 2022, respectively. Our contract liability balance was $17 million and $61 million at June 30, 2023 and December 31, 2022, respectively.
Changes in the allowance for credit losses deducted from accounts receivable were as follows, in millions:
Six Months Ended June 30, 2023Twelve Months Ended December 31, 2022
Balance at January 1 $8 $6 
Provision for expected credit losses during the period2 5 
Write-offs charged against the allowance(2)(4)
Recoveries of amounts previously written off1 1 
Balance at end of period$9 $8 


C. DEPRECIATION AND AMORTIZATION

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

D. INVENTORIES

The components of inventory were as follows, in millions:
 At June 30, 2023At December 31, 2022
Finished goods$717 $715 
Raw materials328 408 
Work in process99 113 
Total$1,144 $1,236 
8
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Continued)

E. GOODWILL AND OTHER INTANGIBLE ASSETS

Goodwill at June 30, 2023, by segment, was as follows, in millions:
 Gross Goodwill At June 30, 2023Accumulated Impairment LossesNet Goodwill At June 30, 2023
Plumbing Products$614 $(301)$313 
Decorative Architectural Products366 (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, 2022Accumulated Impairment LossesNet Goodwill At December 31, 2022Foreign Currency TranslationNet Goodwill At June 30, 2023
Plumbing Products$611 $(301)$310 $3 $313 
Decorative Architectural Products366 (139)227 — 227 
Total$977 $(440)$537 $3 $540 
The carrying value of our other indefinite-lived intangible assets were $102 million at both June 30, 2023 and December 31, 2022 and principally included registered trademarks. The carrying value of our definite-lived intangible assets was $235 million (net of accumulated amortization of $104 million) at June 30, 2023 and $248 million (net of accumulated amortization of $94 million) at December 31, 2022, and principally included customer relationships.

F. 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 million and $50 million at June 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 million and $29 million at June 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. 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.



9
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 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 30, 2023. 
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 remained borrowed and outstanding at a weighted average interest rate of 4.173% at June 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 30, 2023 was approximately $2.6 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.


















10
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,
20232022202320222023202220232022
 Net Sales (A)Operating ProfitNet 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 Products902 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 Europe409 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 profit403 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,
 2023202220232022
Net periodic pension and post-retirement benefit expense$(3)$(3)$(6)$(5)
Income from cash and cash investments1 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, net2 — — (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.










11
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. 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,
 2023202220232022
Numerator (basic and diluted):
Net income$263 $278 $468 $511 
Less: Allocation to redeemable noncontrolling interest— 1 — — 
Less: Allocation to unvested restricted stock awards— 1 — 2 
Net income attributable to common shareholders$263 $276 $468 $509 
Denominator:
Basic common shares (based upon weighted average)225 231 226 235 
Add: Stock option dilution1 2 — 2 
Diluted common shares226 233 226 237 
For the three and six months ended June 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,
 2023202220232022
Number of stock options 897670843599
Number of restricted stock units 11324920217 
Number of performance restricted stock units 15— 15— 
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 million shares of our common stock in the six months ended June 30, 2023 for approximately $81 million. This included 0.2 million shares to offset the dilutive impact of restricted stock units granted in the six months ended June 30, 2023. At June 30, 2023, we had approximately $1.9 billion remaining under the 2022 authorization.
We have declared and paid cash dividends per common share of $0.285 and $0.570 for the three and six months ended June 30, 2023, respectively, and $0.280 and $0.560 for the three and six months ended June 30, 2022, respectively.
12
MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (Concluded)
L. 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, 2023Twelve Months Ended December 31, 2022
Balance at January 1$80 $80 
Accruals for warranties issued during the period19 40 
Accruals related to pre-existing warranties3 (3)
Settlements made (in cash or kind) during the period(20)(34)
Other, net (including currency translation)1 (3)
Balance at end of period$83 $80 

M. SUBSEQUENT EVENTS

On July 21, 2023, we entered into an agreement to acquire all of the share capital of Sauna360 Group Oy (“Sauna360”) for an estimated €125 million, net of cash acquired 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.
13


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 QUARTER 2023 AND THE FIRST SIX MONTHS 2023 VERSUS
SECOND QUARTER 2022 AND THE FIRST SIX 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 months ended June 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 months ended June 30, 2023 and 2022:
 Three Months Ended June 30,Six Months Ended June 30,
 20232022Change20232022Change
Net sales, as reported$2,127 $2,352 $(225)$4,106 $4,553 $(447)
Currency translation4 — 4 34 — 34 
Net sales, excluding the effect of currency translation$2,131 $2,352 $(221)$4,140 $4,553 $(413)
Net sales for the three months ended June 30, 2023 were $2.1 billion, which decreased 10 percent compared to the three months ended June 30, 2022. Excluding the effect of currency translation, net sales decreased nine percent. Net sales for the six months ended June 30, 2023 were $4.1 billion, which decreased 10 percent compared to the six months ended June 30, 2022. Excluding the effect of currency translation, net sales decreased nine percent.
14


Net sales decreased primarily due to:
• 
Lower sales volume which decreased sales by 12 percent and 13 percent for the three and six months ended June 30, 2023, respectively.
• 
Unfavorable sales mix of plumbing products which decreased sales by one percent for both periods.
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.

Gross Profit and Gross Margin
Below is a summary of our gross profit, in millions, and gross margin for the three and six months ended June 30, 2023 and 2022:
 Three Months Ended June 30,Six Months Ended June 30,
 20232022Favorable / (Unfavorable)20232022Favorable / (Unfavorable)
Gross profit$769$769$—$1,438$1,473$(35)
Gross margin36.2 %32.7 %350 bps35.0 %32.4 %260 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,
 20232022(Favorable) / Unfavorable20232022(Favorable) / Unfavorable
Selling, general and administrative expenses$366$361$5$720$712$8
Selling, general and administrative expenses as percentage of net sales17.2 %15.3 %190 bps17.5 %15.6 %190 bps


15


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,
20232022Favorable / (Unfavorable)20232022Favorable / (Unfavorable)
Operating profit$403$408$(5)$718$761$(43)
Operating profit margin18.9 %17.3 %160 bps17.5 %16.7 %80 bps
Operating profit was negatively impacted by:
• 
Lower sales volume for both periods.
• 
Increased commodity and other input costs for both periods.
• 
Unfavorable sales mix for both periods.
• 
Increased marketing costs for the six months ended June 30, 2023.
For both periods, these amounts were partially offset by:
• 
Higher net selling prices.
• 
Cost savings initiatives.
• 
Lower transportation costs.
OTHER INCOME (EXPENSE), NET

Interest Expense

Below is a summary of our interest expense, in millions, for the three and six months ended June 30, 2023 and 2022:
 Three Months Ended June 30,Six Months Ended June 30,
 20232022Favorable / (Unfavorable)20232022Favorable / (Unfavorable)
Interest expense$(28)$(28)$— $(56)$(53)$(3)
Other, net

Below is a summary of our other, net, in millions, for the three and six months ended June 30, 2023 and 2022:
 Three Months Ended June 30,Six Months Ended June 30,
 20232022Favorable / (Unfavorable)20232022Favorable / (Unfavorable)
Other, net$(1)$17 $(18)$(3)$16 $(19)

For the three and six months ended June 30, 2022, 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.


16


INCOME TAXES

Below is a summary of our income tax expense, in millions, and our effective tax rate for the three and six months ended June 30, 2023 and 2022:
 Three Months Ended June 30,Six Months Ended June 30,
 20232022(Favorable) / Unfavorable20232022(Favorable) / Unfavorable
Income tax expense$96$103$(7)$160$178$(18)
Effective tax rate26 %26 %— %24 %25 %(1)%
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.

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 months ended June 30, 2023 and 2022:
 Three Months Ended June 30,Six Months Ended June 30,
 20232022Favorable / (Unfavorable)20232022Favorable / (Unfavorable)
Net income$263 $278 $(15)$468 $511 $(43)
Diluted income per common share $1.16 $1.18 $(0.02)$2.07 $2.15 $(0.08)
17


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
 20232022
2023 vs. 2022
20232022
2023 vs. 2022
Net Sales:   
Plumbing Products$1,225 $1,373 (11)%$2,447 $2,732 (10)%
Decorative Architectural Products902 979 (8)%1,659 1,821 (9)%
Total$2,127 $2,352 (10)%$4,106 $4,553 (10)%
North America$1,718 $1,905 (10)%$3,273 $3,639 (10)%
International, principally Europe409 447 (9)%833 914 (9)%
Total$2,127 $2,352 (10)%$4,106 $4,553 (10)%
Three Months Ended June 30,
Percent
Change
Six Months Ended June 30,
Percent
Change
 20232022
2023 vs. 2022
20232022
2023 vs. 2022
Operating Profit (A):  
Plumbing Products$244 $238 3 %$450 $466 (3)%
Decorative Architectural Products180 192 (6)%312 347 (10)%
Total$424 $430 (1)%$762 $813 (6)%
North America$358 $356 1 %$624 $656 (5)%
International, principally Europe66 74 (11)%138 157 (12)%
Total424 430 (1)%762 813 (6)%
General corporate expense, net(21)(22)(5)%(44)(52)(15)%
Total operating profit$403 $408 (1)%$718 $761 (6)%
(A)Before general corporate expense, net; refer to Note H to the condensed consolidated financial statements.
















18


The following discussion of business segment and geographic area results refers to the three and six months ended June 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 11 percent and 10 percent for the three and six months ended June 30, 2023, respectively. In local currencies (including sales in currencies outside their respective functional currencies), net sales decreased 10 percent and nine percent for the three and six months ended June 30, 2023, respectively. Lower sales volume decreased sales by 13 percent for both the three and six months ended June 30, 2023. Unfavorable sales mix decreased sales by two percent and one 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 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.


19


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

Liquidity and Capital Resources

Overview of Capital Structure
We had cash and cash investments of approximately $380 million and $452 million at June 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 30, 2023 and December 31, 2022, $252 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 to 1 and 1.6 to 1 at June 30, 2023 and December 31, 2022, respectively.
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 it 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 G to the condensed consolidated financial statements for additional information.
20


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. We were in compliance with all covenants and no borrowings were outstanding at June 30, 2023.
364-day Term Loan
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.
Other Liquidity and Capital Resource Activities
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 remained borrowed and outstanding at a weighted average interest rate of 4.173% at June 30, 2023.
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 million and $50 million at June 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 million and $29 million at June 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.
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 million shares of our common stock in the six months ended June 30, 2023 for approximately $81 million. This included 0.2 million shares to offset the dilutive impact of restricted stock units granted in the six months ended June 30, 2023. At June 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 months ended June 30, 2023, net cash provided by operations was $448 million, primarily driven by operating profit, partially offset by changes in working capital, due mostly to higher receivables.
For the six months ended June 30, 2023, net cash used for financing activities was $386 million, primarily due to $200 million for the payment of the 364-day term loan, $129 million for the payment of cash dividends, $81 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 million of proceeds from short-term debt borrowings.
For the six months ended June 30, 2023, net cash used for investing activities was $137 million, primarily driven by $133 million of capital expenditures.

21

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.
22

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 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 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.

23

MASCO CORPORATION
 
PART II.  OTHER INFORMATION


Item 1. Legal Proceedings
 
Information regarding legal proceedings involving us is set forth in Note L 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 30, 2023 under the 2022 share repurchase authorization: 
PeriodTotal 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 - 4/30/23517,434 $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 quarter517,434 $49.32 517,434 $1,919,001,671 

Item 5. Other Information

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
























24

MASCO CORPORATION
 
PART II.  OTHER INFORMATION, Continued
Item 6. Exhibits 

Severance and Release Agreement dated May 31, 2023 between Masco Corporation and John G. Sznewajs.
Agreement dated May 31, 2023 between Masco Corporation and John G. Sznewajs.
Severance and Release Agreement dated July 7, 2023 between Masco Corporation and Richard A. O'Reagan.
Certification by Chief Executive Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
Certification by Chief Financial Officer required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934.
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 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.
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)



25

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
  
David A. Chaika
Interim Chief Financial Officer
July 27, 2023
26
Exhibit 10.a
SEVERANCE AGREEMENT AND RELEASE OF ALL LIABILITY

This Severance Agreement and Release of All Liability (“Agreement”) is made as of May 31, 2023, between John Sznewajs (“Employee”) and Masco Corporation, with a business address of 17450 College Parkway, Livonia, MI 48152 (“Masco”).

INTRODUCTION

A.Employee’s employment with Masco shall end on May 31, 2023 in connection with his retirement from his position as Chief Financial Officer of Masco (the “Separation Date”).

B.Pursuant to this Agreement, Employee is eligible for certain payments and benefits as described herein (the “Severance Payments”).

C.Effective as of June 1, 2023, Employee agrees to transition to the role of a consultant and will serve in such role until May 31, 2024, unless such period is extended by mutual written agreement by the parties, and such terms and conditions of Employee’s role as a consultant shall be governed by the consulting agreement by and between Employee and Masco, dated as of May 31, 2023 (the “Consulting Agreement”).

D.Employee has had the opportunity to review this Agreement, has been encouraged to consult with legal counsel, if desired, in order to ascertain whether Employee has any potential rights or remedies that will be waived and released upon Employee’s execution of this Agreement.

E.Employee and Masco, without any admission of liability, desire to settle with finality, compromise, dispose of, and release all claims and demands of Employee which have been or could be asserted, whether arising out of Employee’s employment, the termination of Employee’s employment, or otherwise, as set forth herein.

AGREEMENT

In exchange for the consideration and mutual promises identified below (the adequacy and sufficiency of which being duly acknowledged), Employee and Masco agree as follows:

1.Payment of Severance Payments. Pursuant to this Agreement, Employee is eligible for the following Severance Payments:
a.A cash payment, which is equivalent to Employee’s target 2023 annual cash bonus (the amount at target being $601,238 or 75% of Employee’s base salary), prorated to reflect the five months Employee was employed by Masco during 2023 through the Separation Date and subject to actual performance, and such payment shall be paid out in February 2024;
b.A cash payment, which is equivalent to Employee’s target 2023 annual restricted stock unit grant (the amount at target being $721,486 or 90% of Employee’s base salary), prorated to reflect the five months Employee was employed by Masco during 2023 through the Separation Date and subject to actual performance, and such payment shall be paid out in February 2024;
c.A share award under each of the long-term incentive programs (“LTIPs”) (the 2021-2023 LTIP, 2022-2024 LTIP and 2023-2025 LTIP) in which Employee participates, prorated to reflect the  number of months Employee was employed by Masco during the applicable performance period through the Separation Date;  such share award shall be calculated based on the target opportunity and base salary set
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forth in each LTIP agreement; provided that such awards shall be subject to achievement of the established performance goals for each LTIP.  LTIP awards, if any, shall be made in February 2024, February 2025 and February 2026, respectively;
d.An extension of the exercise period for Employee’s outstanding stock options granted prior to 2020 under the 2014 Masco Corporation Long Term Stock Incentive Plan, from 30 days from the Separation Date to 90 days from the Separation Date; and
e.Accelerated vesting of 2,644 unvested shares of restricted stock held by Employee. Such vesting shall occur within fifteen (15) days of the Effective Date of this Agreement;
provided that Employee does not revoke this Agreement pursuant to Paragraph 3.c. and continues to comply with Paragraph 2 below. Masco will pay Employee the Severance Payments consistent with this Agreement.
2.Employee’s Continuing Obligations.
a.Release. Employee, individually, and on behalf of Employee’s heirs, executors, administrators, successors and assigns, releases and forever discharges Masco, Employer, their parents, subsidiaries, affiliates, divisions, and, as to each of the aforementioned, their respective successors, predecessors, assigns, insurers, past and present owners, officers, directors, agents, current and former employees and independent contractors, all others for whom the parties released herein may be vicariously or otherwise liable, the attorneys and legal representatives of all those released herein, as well as the agents and employees of those attorneys and legal representatives, and any and all other persons, firms, companies, corporations and other legal entities (collectively referred to as the “Released Parties”), of and from all claims, demands, actions, causes of action, statutory rights, debts, suits, contracts, agreements, and liabilities of any kind, nature or description, direct or indirect, in law or in equity, in contract or in tort or otherwise, which Employee ever had or which Employee now has or hereafter can, shall or may have, against any of the Released Parties, for or by reason of any matter, cause, or thing whatsoever up to the date Employee executes this Agreement, whether known or unknown, suspected or unsuspected at the present time, or which may be based upon pre-existing acts, claims or events occurring at any time up to the present date which may or have resulted in damages, including without limitation all direct or indirect claims either for direct or consequential damages of any kind whatsoever and rights or claims arising under any and all federal, state or local statutes, ordinances and/or laws, including without limitation Title VII of the Civil Rights Act of 1964 (“Title VII”),  the Equal Pay Act (“EPA”), the Pregnancy Discrimination Act (“PDA”), the Genetic Information Nondiscrimination Act (“GINA”), the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Family and Medical Leave Act (“FMLA”), the Americans with Disabilities Act (“ADA”), all claims under applicable state civil rights statutes, and all other claims and rights, whether in law or equity.  It is the intention of the parties that this general release by Employee will be construed as broadly as possible, subject to the express limitations set forth below. Nothing in this Agreement, however, prohibits or prevents Employee from filing a charge with or participating, testifying or assisting in any investigation, hearing, whistleblower action or other proceeding, which cannot be waived, before any federal, state or local government agency (e.g., EEOC, NLRB, SEC, etc.), nor does anything in this Agreement preclude, prohibit or otherwise limit, in any way, Employee rights and abilities to contact, communicate with, report matters to or otherwise participate in any whistleblower program administered by any
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such agencies. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. Notwithstanding the above, Employee is not waiving: (a) Employee’s right to make claims arising out of any acts or omissions of the Released Parties after the date Emloyee executes this Agreement; (b) any claim to vested amounts, benefits or entitlements under Masco’s or its affiliates benefit plans, including, without limitation, under any defined contribution or defined benefit pension plan, supplemental executive retirement plan, benefits restoration plan; (c) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification (including related advancement of expenses) under Masco’s or any of its affiliates’ organizational documents, an indemnification agreement with Masco or any of its affiliates or otherwise; (d) any claim to amounts owed under this Agreement (subject to its terms); or (e) Employee’s rights as an equity or security holder in Masco or its affiliates.
b.Medicare Waiver. Employee affirms that as of the date Employee signs this Agreement, (1) Employee is not Medicare eligible (i.e., is not 65 years of age or older; is not suffering from end-stage renal failure; has not received Social Security Disability Insurance benefits for 24 months or longer, etc.) or (2) if eligible, Employee has no outstanding claims for Medicare benefits. Employee agrees to reasonably cooperate with Masco upon request with respect to any claim the CMS may make and for which Employee is required to indemnify Masco under this paragraph. Further, Employee agrees to waive any and all future actions against Masco for any private cause of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A).
The release contained herein will not release or otherwise affect the Parties’ rights and obligations arising under this Agreement.
c.Past Agreements Continue. This Agreement does not release Employee of any ongoing obligations owed to the Masco pursuant to the following agreements previously entered into with Masco:
i.Dispute Resolution Policy (DRP). Any dispute Employee might have against Released Parties, arising out of the terms of this Agreement or otherwise, will be resolved solely by use of Dispute Resolution Policy, the terms of which are incorporated into this Agreement. By signing this Agreement, Employee certifies that Employee has had an opportunity to review the DRP and that Employee has signed an acknowledgement of receipt of that document.
ii.Proprietary Confidential Information and Invention Assignment Agreement. Employee agrees to comply with the Proprietary Confidential Information and Invention Assignment Agreement. That Proprietary Confidential Information and Invention Assignment Agreement, a copy of which has been provided to Employee, shall continue in full force and effect. By executing this Agreement, Employee certifies that all confidential, proprietary or trade secret information has been returned as required by Paragraph 1 of the Proprietary Confidential Information and Invention Assignment Agreement.
iii.Terms and Conditions of Restricted Stock Awards. Pursuant to the 2014 Masco Corporation Long Term Stock Incentive Plan, the awards made in letters to Employee and the related Terms and Conditions of Restricted Stock Awards Granted Under the 2014 Masco Corporation Long Term Stock Incentive Plan, Employee continues to be bound by the obligations described therein.
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iv.Terms and Conditions of Performance Restricted Stock Unit Awards. Pursuant to the 2014 Masco Corporation Long Term Incentive Program under the 2014 Long Term Stock Incentive Plan, the awards made in letters to Employee and the related Terms and Conditions of the program, Employee continues to be bound by the obligations described therein.
v.Terms and Conditions of Restricted Stock Unit Awards. Pursuant to the 2014 Masco Corporation Long Term Stock Incentive Plan, the awards made in letters to Employee and the related Terms and Conditions of Restricted Stock Units under the Masco Corporation 2014 Long Term Stock Incentive Plan, Employee continues to be bound by the obligations described therein.
vi.The Supplemental Executive Retirement and Disability Plan. The Supplemental Executive Retirement and Disability Plan, as amended from to time, in which Employee was designated as a participant pursuant to a letter dated December 4, 2007 (the “Supplemental Executive Retirement and Disability Plan”) shall continue in full force and effect.
vii.Consulting Agreement. The Consulting Agreement dated May 31, 2023 shall continue in full force and effect, as shall those terms in any and all other agreements which, by their terms survive the termination of employment.
d.Return of Property. Employee agrees to return immediately any and all Masco property still in Employee’s possession (including any and all property of its affiliates) of whatsoever kind and character, including, without limitation, keys, documents, computer software and hardware, discs and media, and policy and procedures manuals; provided, however, Employee will maintain possession of his laptop computer for the period he acts as a consultant pursuant to the Consutling Agreement referenced above. However, Employee may retain copies of this Agreement, any document referenced in this Agreement and any other agreement, plan, program, policy or arrangement related to Employee’s compensation, benefits or terms of employment with Masco and its affiliates, as well as contact information for Employee’s personal and professional contacts (whether or not stored on Masco or its affiliates’ computer systems or other devices); provided that Employee only uses such information consistent with his ongoing obligations to Masco.
e.Cooperation With Masco. Employee agrees that in the defense or prosecution of any pending or future claim involving Masco or any of its current or former affiliates (collectively referred to as the “Company”), Employee will be available at reasonable times for the purpose of consultation, discovery and providing testimony. Employee will at all times be candid, honest, and forthright in discharging the duties contemplated by this Paragraph. If it becomes necessary for the Company to obtain the cooperation of Employee as contemplated herein, the Company will: (i) in good faith reasonably accommodate Employee’s personal and work schedules, and (ii) reimburse reasonable expenses incurred by Employee, in connection with providing support and cooperation pursuant to this Agreement.
f.Non-Cooperation With Others. Except to the extent permitted by applicable law, Employee shall not encourage or, except as required by law, provide any information about the business, products, or employees of the Company to any person or entity to assert, maintain, or prosecute a claim or litigation against Company or its officers, directors, or employees. Employee further agrees that, if approached informally or subpoenaed by any person, company, attorney, or agent for any person or entity other than the Company, at any time regarding any matter, currently litigated or otherwise, involving the Company, its employees, its products, or its business, Employee will give prompt notice to the General Counsel of Masco Corporation, 17450 College
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Parkway, Livonia, MI 48152. Masco shall reimburse Employee for any reasonable expense incurred in connection with such notification.
g.No Disparagement. Employee agrees not to criticize, disparage or otherwise demean in any way Masco or its affiliates or their respective products, officers, directors or employees. This includes, but is not limited to, directly or indirectly providing disparaging comments to the media or disseminating them electronically, such as on any website or blog.
h.Non-Disclosure. Notwithstanding anything to the contrary herein, Employee understands that nothing in this Agreement restricts or prohibits Employee from initiating communications directly with, responding to any inquiries from, providing testimony before, providing information concerning this Agreement, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation, and pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade secret law for disclosure of a trade secret: (a) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to the individual’s attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).
i.Disclosure of Known Claims. Employee represents and warrants that Employee has disclosed to Masco any and all facts within Employee’s knowledge concerning any actual or potential claim against Masco, including but not limited to any and all claims arising out of federal, state or local law, or any claim resulting in or from a loss, theft or fraud against Masco.
j.No Actions Filed. Employee represents that Employee has not filed any action, charge, suit, or claim against Masco with any federal, state, or local agency or court, and has not initiated any mediation or arbitration proceeding. Employee further agrees that Employee shall not receive or be entitled to any monetary damages, recovery, and/or relief of any type in connection with any charge, administrative action, or legal proceeding pursued by Employee, by any governmental agency, person, group, or entity regarding and/or relating to any claim(s) released pursuant to this Agreement.
k.Consequence of Employee’s Breach. Employee acknowledges and agrees that if Employee breaches any obligation under this Agreement, Masco may immediately terminate any remaining payments and the provision of any other benefits that might otherwise be required by this Agreement. Any such termination by Masco shall not impair the validity or enforceability of the release provision of this Agreement.
l.Additional Relief. Employee acknowledges and agrees that Masco’s remedy at law for a breach or threatened breach of any of the following provisions of this Agreement: Employee’s Continuing Obligations, Disclosure of Known Claims, No Disparagement, Non-Disclosure, Proprietary Confidential Information and Invention Assignment Agreement, Cooperation with Masco, Non-Cooperation with Others would be inadequate and, in recognition of this fact, in the event of a breach or
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threatened breach of any of these provisions, Employee agrees that, in addition to its remedy at law, and at Masco’s option, all rights of Employee under Paragraph 1 of this Agreement may be terminated, and Masco shall be entitled without posting any bond to obtain, and Employee agrees not to oppose a request for, equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Employee acknowledges that the granting of a temporary injunction, temporary restraining order or permanent injunction merely prohibiting the use of Proprietary Information would not be an adequate remedy upon breach or threatened breach hereof, and consequently agrees upon any such breach or threatened breach to the granting of injunctive relief prohibiting the design, development, manufacture, marketing or sale of products and providing of services of the kind designed, developed, manufactured, marketed, sold or provided by Masco or its affiliates as of the date of this Agreement. Nothing herein contained shall be construed as prohibiting Masco from pursuing, in addition, any other remedies available to it for such breach or threatened breach.
m.Remedies Cumulative. Employee acknowledges and agrees that the rights and remedies given to Masco in this Agreement shall be deemed cumulative, and the exercise of one such remedy shall not operate to bar the exercise of any other rights and remedies reserved to Masco or available at law or in equity.
n.Employee Acknowledgments. Employee specifically represents, warrants and confirms that, except as provided in clause (b) of this paragraph Employee: (a) has been properly paid for all hours worked for the Employer; (b) has received all bonuses and other compensation due to Employee with the exception of Employee’s final payroll check(s) for wages through and including the Separation Date, which will be paid at the time of separation; and (c) has not engaged in any unlawful conduct relating to the business of Masco.
3.Miscellaneous Provisions.
a.Termination of Welfare Benefit and Pension Plans. As of the Separation Date, Employee shall cease to be an active participant under Masco’s welfare benefit and pension plans (or the plans of any of Masco’s affiliates) pursuant to the terms of those plans, and no additional benefits shall accrue to Employee. Employee waives any claim to such accrual of benefits beyond the Separation Date. Notwithstanding the foregoing, Employee shall continue to be a participant under the Supplemental Executive Retirement and Disability Plan.
b.Time for Acceptance. Employee has twenty-one days during which to consider this offer. Employee is not required to, but may, accept this Agreement by signing and dating it within twenty-one days. If Employee does not execute this Agreement within twenty-one days, then Masco’s offer of this Agreement will be revoked, and it shall be deemed null and void.
c.Revocation/ Effective Date. Employee understands that Employee may revoke this Agreement for a period of seven calendar days following the execution of this Agreement. Therefore, the Effective Date of this Agreement will be the eighth calendar day after Employee signs and dates the Agreement. Employee further understands that, to be effective, any revocation must be in writing and postmarked within seven calendar days of the date on which Employee signs and dates this Agreement, and that the revocation notice must be addressed to Tara Mahoney, Corporate Employment Counsel, Masco Corporation, 17450 College Parkway, Livonia, MI 48152. If revocation is by mail, Employee should send it by certified mail, return receipt requested in order to create proof of mailing.
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d.Withholding and Payroll Taxes. Any and all payments to Employee under this Agreement are subject to applicable withholding and payroll taxes.
e.Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan.
f.Venue. The parties agree that any dispute may only be commenced in the office of the American Arbitration Association nearest Livonia, Michigan.
g.Entire Agreement. This Agreement, together with the other documents referenced herein, contains the parties’ entire agreement relating to its subject matter and supersedes and replaces all other agreements and/or understandings between the parties relating to its subject matter, except as otherwise specifically stated herein; provided however, that the agreements identified in Paragraph 2.c. of this Agreement shall continue in full force and effect as provided in a manner consistent with Paragraph 2.c., as shall those terms in any and all other agreements, which by their terms survive the termination of employment.
h.Modifications. This Agreement may not be modified except by a subsequent written agreement, executed by both parties, which specifically evidences an intent to modify the terms of this Agreement. Employee reaffirms Employee’s agreement to comply with all such ongoing obligations. The terms of this Agreement are contractual and not a mere recital.
i.No Oral Representations. Employee represents that no promise, inducement or agreement has been made between the parties regarding the subject matter of this agreement other than those specifically set forth in this Agreement, and that he has not relied on any oral statements of Masco or its representatives in deciding to sign this Agreement.
j.Knowing and Voluntary. Employee represents that employee fully understands the terms of this Agreement and is executing this Agreement voluntarily.
k.Severability. If any portion of this Agreement is ruled unenforceable, all remaining provisions shall remain valid and in effect.
l.Waiver of Breach. The waiver by Masco of any breach of any provision of this Agreement shall not be construed or considered as a waiver of any subsequent breach.
m.Headings. The headings of each Paragraph are for convenience only and shall not affect the meaning or intent of any provision of this Agreement.
n.Assignment. Employee’s obligations under this Agreement are not assignable, although Masco shall have the right to assign this Agreement. This Agreement shall be binding upon Employee’s executors, heirs, estate, legal representatives, beneficiaries, and other successors in interest and shall inure to the benefit of Masco and its successors and assigns. All subsidiaries, affiliates, and successors in interest of or to Masco are intended to be third party beneficiaries of this Agreement.



Masco Corporation


By:     /s/ Kenneth G. Cole                
    Kenneth G. Cole

Its: Vice President, General Counsel and Secretary
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Employee


/s/ John G. Sznewajs                    
Employee Signature    


John G. Sznewajs                
Employee Printed Name
                    
May 31, 2023                        
Date Employee Signed





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Exhibit 10.b
image_0a.jpg                    
Masco Corporation
                                        17450 College Parkway
                                        Livonia, MI 48152
                                        www.masco.com
    

Via Email

May 31, 2023



Dear John:                        

I am pleased that you have agreed to consult with Masco Corporation (“Masco”). Below are the relevant terms of our agreement.

A.Services. Beginning June 1, 2023, you will act as a consultant for Masco, advising on business and finance issues where your expertise is needed.
B.Compensation. Your compensation will be $500 per hour. Please maintain accurate records of hours spent performing the services and submit monthly invoices which will be paid and processed within two weeks. You will receive an IRS Form 1099 for all compensation paid pursuant to this agreement. You will be responsible for all taxes associated with this compensation.
C.Term of the Agreement. We anticipate utilizing your services for up to (12) months, until May 31, 2024. The parties may mutually agree to extend the term of the agreement beyond this period. Either party may terminate this agreement at any time, with or without cause or notice. If the agreement is terminated, you will be compensated for any hours already worked but not yet paid.
D.Relationship of the Parties. An independent contractor relationship will exist between the parties. You can determine when, where and how the services are performed, the number of hours and days of work, etc.
E.Governing Law. This agreement is governed by Michigan law. In the event of any dispute, the parties agree to resolve it consistent with the Dispute Resolution Policy you have previously acknowledged.
F.Entire Agreement. This agreement constitutes the entire agreement between you and Masco with respect to the subject matter hereof and supersedes any and all prior or contemporaneous oral or written representations, understandings, agreements or communications; provided, however, that the Severance Agreement and Release of All Liability and all agreements referenced in Paragraph 2(c) therein will continue in full force and effect.

G.Amendment. This agreement may be amended only by a written agreement signed by both you and by an authorized officer of Masco.





Please confirm your acceptance to the terms and conditions of this agreement by signing it below.


Sincerely,

Masco Corporation


By: /s/ Kenneth G. Cole            
Kenneth G. Cole

Its: Vice President, General Counsel and Secretary

Agreed:

/s/ John G. Sznewajs
John Sznewajs
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Exhibit 10.c
SEVERANCE AGREEMENT AND RELEASE OF ALL LIABILITY

This Severance Agreement and Release of All Liability (“Agreement”) is made as of June 30, 2023, between Richard O’Reagan (“Employee”) and Masco Corporation, with a business address of 17450 College Parkway, Livonia, MI 48152 (“Masco”).

INTRODUCTION

A.Employee’s employment with Masco shall end on June 30, 2023 in connection with his retirement from Masco (the “Separation Date”).

B.Pursuant to this Agreement, Employee is eligible for certain payments and benefits as described herein (the “Severance Payments”).

C.Employee has had the opportunity to review this Agreement, has been encouraged to consult with legal counsel, if desired, in order to ascertain whether Employee has any potential rights or remedies that will be waived and released upon Employee’s execution of this Agreement.

D.Employee and Masco, without any admission of liability, desire to settle with finality, compromise, dispose of, and release all claims and demands of Employee which have been or could be asserted, whether arising out of Employee’s employment, the termination of Employee’s employment, or otherwise, as set forth herein.

AGREEMENT

In exchange for the consideration and mutual promises identified below (the adequacy and sufficiency of which being duly acknowledged), Employee and Masco agree as follows:

1.Payment of Severance Payments. Pursuant to this Agreement, Employee is eligible for the following Severance Payments:
a.A cash payment, which is equivalent to Employee’s target 2023 annual cash bonus (the amount at target being $465,370 or 75% of Employee’s base salary), prorated to reflect the six months Employee was employed by Masco during 2023 through the Separation Date and subject to actual performance, and such payment shall be paid out in February 2024;
b.A cash payment, which is equivalent to Employee’s target 2023 annual restricted stock unit grant (the amount at target being $465,370 or 75% of Employee’s base salary), prorated to reflect the six months Employee was employed by Masco during 2023 through the Separation Date and subject to actual performance, and such payment shall be paid out in February 2024;
c.A share award under each of the long-term incentive programs (“LTIPs”) (the 2021-2023 LTIP, 2022-2024 LTIP and 2023-2025 LTIP) in which Employee participates, prorated to reflect the  number of months Employee was employed by Masco during the applicable performance period through the Separation Date;  such share award shall be calculated based on the target opportunity and base salary set forth in each LTIP agreement; provided that such awards shall be subject to achievement of the established performance goals for each LTIP.  LTIP awards, if any, shall be made in February 2024, February 2025 and February 2026, respectively;
d.An extension of the exercise period any outstanding stock options granted to Employee prior to 2020 under the 2014 Masco Corporation Long Term Stock

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Incentive Plan, from 30 days from the Separation Date to 90 days from the Separation Date; and
e.Accelerated vesting of 2,072 unvested shares of restricted stock held by Employee. Such vesting shall occur within fifteen (15) days of the Effective Date of this Agreement;
provided that Employee does not revoke this Agreement pursuant to Paragraph 3.c. and continues to comply with Paragraph 2 below. Masco will pay Employee the Severance Payments consistent with this Agreement.
2.Employee’s Continuing Obligations.
a.Release. Employee, individually, and on behalf of Employee’s heirs, executors, administrators, successors and assigns, releases and forever discharges Masco, Employer, their parents, subsidiaries, affiliates, divisions, and, as to each of the aforementioned, their respective successors, predecessors, assigns, insurers, past and present owners, officers, directors, agents, current and former employees and independent contractors, all others for whom the parties released herein may be vicariously or otherwise liable, the attorneys and legal representatives of all those released herein, as well as the agents and employees of those attorneys and legal representatives, and any and all other persons, firms, companies, corporations and other legal entities (collectively referred to as the “Released Parties”), of and from all claims, demands, actions, causes of action, statutory rights, debts, suits, contracts, agreements, and liabilities of any kind, nature or description, direct or indirect, in law or in equity, in contract or in tort or otherwise, which Employee ever had or which Employee now has or hereafter can, shall or may have, against any of the Released Parties, for or by reason of any matter, cause, or thing whatsoever up to the date Employee executes this Agreement, whether known or unknown, suspected or unsuspected at the present time, or which may be based upon pre-existing acts, claims or events occurring at any time up to the present date which may or have resulted in damages, including without limitation all direct or indirect claims either for direct or consequential damages of any kind whatsoever and rights or claims arising under any and all federal, state or local statutes, ordinances and/or laws, including without limitation Title VII of the Civil Rights Act of 1964 (“Title VII”),  the Equal Pay Act (“EPA”), the Pregnancy Discrimination Act (“PDA”), the Genetic Information Nondiscrimination Act (“GINA”), the Age Discrimination in Employment Act (“ADEA”), the Older Workers Benefit Protection Act (“OWBPA”), the Family and Medical Leave Act (“FMLA”), the Americans with Disabilities Act (“ADA”), all claims under applicable state civil rights statutes, and all other claims and rights, whether in law or equity.  It is the intention of the parties that this general release by Employee will be construed as broadly as possible, subject to the express limitations set forth below. Nothing in this Agreement, however, prohibits or prevents Employee from filing a charge with or participating, testifying or assisting in any investigation, hearing, whistleblower action or other proceeding, which cannot be waived, before any federal, state or local government agency (e.g., EEOC, NLRB, SEC, etc.), nor does anything in this Agreement preclude, prohibit or otherwise limit, in any way, Employee rights and abilities to contact, communicate with, report matters to or otherwise participate in any whistleblower program administered by any such agencies. However, to the maximum extent permitted by law, Employee agrees that if such an administrative claim is made, Employee shall not be entitled to recover any individual monetary relief or other individual remedies. Notwithstanding the above, Employee is not waiving: (a) Employee’s right to make claims arising out of any acts or omissions of the Released Parties after the date Emloyee executes this Agreement; (b) any claim to vested amounts, benefits or entitlements under Masco’s or its affiliates benefit plans, including, without limitation, under any defined contribution

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or defined benefit pension plan, supplemental executive retirement plan, benefits restoration plan; (c) any claim relating to directors’ and officers’ liability insurance coverage or any right of indemnification (including related advancement of expenses) under Masco’s or any of its affiliates’ organizational documents, an indemnification agreement with Masco or any of its affiliates or otherwise; (d) any claim to amounts owed under this Agreement (subject to its terms); or (e) Employee’s rights as an equity or security holder in Masco or its affiliates.
b.Medicare Waiver. Employee affirms that as of the date Employee signs this Agreement, (1) Employee is not Medicare eligible (i.e., is not 65 years of age or older; is not suffering from end-stage renal failure; has not received Social Security Disability Insurance benefits for 24 months or longer, etc.) or (2) if eligible, Employee has no outstanding claims for Medicare benefits. Employee agrees to reasonably cooperate with Masco upon request with respect to any claim the CMS may make and for which Employee is required to indemnify Masco under this paragraph. Further, Employee agrees to waive any and all future actions against Masco for any private cause of action for damages pursuant to 42 U.S.C. § 1395y(b)(3)(A).
The release contained herein will not release or otherwise affect the Parties’ rights and obligations arising under this Agreement.
c.Past Agreements Continue. This Agreement does not release Employee of any ongoing obligations owed to the Masco pursuant to the following agreements previously entered into with Masco:
i.Dispute Resolution Policy (DRP). Any dispute Employee might have against Released Parties, arising out of the terms of this Agreement or otherwise, will be resolved solely by use of Dispute Resolution Policy (“DRP”), the terms of which are incorporated into this Agreement. By signing this Agreement, Employee certifies that Employee has had an opportunity to review the DRP and that Employee has signed an acknowledgement of receipt of that document.
ii.Proprietary Confidential Information and Invention Assignment Agreement. Employee agrees to comply with the Proprietary Confidential Information and Invention Assignment Agreement. That Proprietary Confidential Information and Invention Assignment Agreement, a copy of which has been provided to Employee, shall continue in full force and effect. By executing this Agreement, Employee certifies that all confidential, proprietary or trade secret information has been returned as required by Paragraph 1 of the Proprietary Confidential Information and Invention Assignment Agreement.
iii.Terms and Conditions of Restricted Stock Awards. Pursuant to the 2014 Masco Corporation Long Term Stock Incentive Plan, the awards made in letters to Employee and the related Terms and Conditions of Restricted Stock Awards Granted Under the 2014 Masco Corporation Long Term Stock Incentive Plan, Employee continues to be bound by the obligations described therein.
iv.Terms and Conditions of Performance Restricted Stock Unit Awards. Pursuant to the 2014 Masco Corporation Long Term Incentive Program under the 2014 Long Term Stock Incentive Plan, the awards made in letters to Employee and the related Terms and Conditions of the program, Employee continues to be bound by the obligations described therein.

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v.Terms and Conditions of Restricted Stock Unit Awards. Pursuant to the 2014 Masco Corporation Long Term Stock Incentive Plan, the awards made in letters to Employee and the related Terms and Conditions of Restricted Stock Units under the Masco Corporation 2014 Long Term Stock Incentive Plan, Employee continues to be bound by the obligations described therein.
d.Return of Property. Employee agrees to return immediately any and all Masco property still in Employee’s possession (including any and all property of its affiliates) of whatsoever kind and character, including, without limitation, keys, documents, computer software and hardware, discs and media, and policy and procedures manuals. However, Employee may retain copies of this Agreement, any document referenced in this Agreement and any other agreement, plan, program, policy or arrangement related to Employee’s compensation, benefits or terms of employment with Masco and its affiliates, as well as contact information for Employee’s personal and professional contacts (whether or not stored on Masco or its affiliates’ computer systems or other devices); provided that Employee only uses such information consistent with his ongoing obligations to Masco.
e.Cooperation With Masco. Employee agrees that in the defense or prosecution of any pending or future claim involving Masco or any of its current or former affiliates (collectively referred to as the “Company”), Employee will be available at reasonable times for the purpose of consultation, discovery and providing testimony. Employee will at all times be candid, honest, and forthright in discharging the duties contemplated by this Paragraph. If it becomes necessary for the Company to obtain the cooperation of Employee as contemplated herein, the Company will: (i) in good faith reasonably accommodate Employee’s personal and work schedules, and (ii) reimburse reasonable expenses incurred by Employee, in connection with providing support and cooperation pursuant to this Agreement.
f.Non-Cooperation With Others. Except to the extent permitted by applicable law, Employee shall not encourage or, except as required by law, provide any information about the business, products, or employees of the Company to any person or entity to assert, maintain, or prosecute a claim or litigation against Company or its officers, directors, or employees. Employee further agrees that, if approached informally or subpoenaed by any person, company, attorney, or agent for any person or entity other than the Company, at any time regarding any matter, currently litigated or otherwise, involving the Company, its employees, its products, or its business, Employee will give prompt notice to the General Counsel of Masco Corporation, 17450 College Parkway, Livonia, MI 48152. Masco shall reimburse Employee for any reasonable expense incurred in connection with such notification.
g.No Disparagement. Employee agrees not to criticize, disparage or otherwise demean in any way Masco or its affiliates or their respective products, officers, directors or employees. This includes, but is not limited to, directly or indirectly providing disparaging comments to the media or disseminating them electronically, such as on any website or blog.
h.Non-Disclosure. Notwithstanding anything to the contrary herein, Employee understands that nothing in this Agreement restricts or prohibits Employee from initiating communications directly with, responding to any inquiries from, providing testimony before, providing information concerning this Agreement, reporting possible violations of law or regulation to, or from filing a claim or assisting with an investigation directly with a self-regulatory authority or a government agency or entity, or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation, and pursuant to 18 USC § 1833(b), an individual may not be held liable under any criminal or civil federal or state trade

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secret law for disclosure of a trade secret: (a) made in confidence to a government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Additionally, an individual suing an entity for retaliation based on the reporting of a suspected violation of law may disclose a trade secret to the individual’s attorney and use the trade secret information in the court proceeding, so long as any document containing the trade secret is filed under seal and the individual does not disclose the trade secret except pursuant to court order. Nothing in this Agreement is intended to conflict with 18 USC § 1833(b) or create liability for disclosures of trade secrets that are expressly allowed by 18 USC § 1833(b).
i.Disclosure of Known Claims. Employee represents and warrants that Employee has disclosed to Masco any and all facts within Employee’s knowledge concerning any actual or potential claim against Masco, including but not limited to any and all claims arising out of federal, state or local law, or any claim resulting in or from a loss, theft or fraud against Masco.
j.No Actions Filed. Employee represents that Employee has not filed any action, charge, suit, or claim against Masco with any federal, state, or local agency or court, and has not initiated any mediation or arbitration proceeding. Employee further agrees that Employee shall not receive or be entitled to any monetary damages, recovery, and/or relief of any type in connection with any charge, administrative action, or legal proceeding pursued by Employee, by any governmental agency, person, group, or entity regarding and/or relating to any claim(s) released pursuant to this Agreement.
k.Consequence of Employee’s Breach. Employee acknowledges and agrees that if Employee breaches any obligation under this Agreement, Masco may immediately terminate any remaining payments and the provision of any other benefits that might otherwise be required by this Agreement. Any such termination by Masco shall not impair the validity or enforceability of the release provision of this Agreement.
l.Additional Relief. Employee acknowledges and agrees that Masco’s remedy at law for a breach or threatened breach of any of the following provisions of this Agreement: Employee’s Continuing Obligations, Disclosure of Known Claims, No Disparagement, Non-Disclosure, Proprietary Confidential Information and Invention Assignment Agreement, Cooperation with Masco, Non-Cooperation with Others would be inadequate and, in recognition of this fact, in the event of a breach or threatened breach of any of these provisions, Employee agrees that, in addition to its remedy at law, and at Masco’s option, all rights of Employee under Paragraph 1 of this Agreement may be terminated, and Masco shall be entitled without posting any bond to obtain, and Employee agrees not to oppose a request for, equitable relief in the form of specific performance, temporary restraining order, temporary or permanent injunction or any other equitable remedy which may then be available. Employee acknowledges that the granting of a temporary injunction, temporary restraining order or permanent injunction merely prohibiting the use of Proprietary Information would not be an adequate remedy upon breach or threatened breach hereof, and consequently agrees upon any such breach or threatened breach to the granting of injunctive relief prohibiting the design, development, manufacture, marketing or sale of products and providing of services of the kind designed, developed, manufactured, marketed, sold or provided by Masco or its affiliates as of the date of this Agreement. Nothing herein contained shall be construed as prohibiting Masco from pursuing, in addition, any other remedies available to it for such breach or threatened breach.

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m.Remedies Cumulative. Employee acknowledges and agrees that the rights and remedies given to Masco in this Agreement shall be deemed cumulative, and the exercise of one such remedy shall not operate to bar the exercise of any other rights and remedies reserved to Masco or available at law or in equity.
n.Employee Acknowledgments. Employee specifically represents, warrants and confirms that, except as provided in clause (b) of this paragraph Employee: (a) has been properly paid for all hours worked for the Employer; (b) has received all bonuses and other compensation due to Employee with the exception of Employee’s final payroll check(s) for wages through and including the Separation Date, which will be paid at the time of separation; and (c) has not engaged in any unlawful conduct relating to the business of Masco.
3.Miscellaneous Provisions.
a.Termination of Welfare Benefit and Pension Plans. As of the Separation Date, Employee shall cease to be an active participant under Masco’s welfare benefit and pension plans (or the plans of any of Masco’s affiliates) pursuant to the terms of those plans, and no additional benefits shall accrue to Employee. Employee waives any claim to such accrual of benefits beyond the Separation Date.
b.Time for Acceptance. Employee has twenty-one days during which to consider this offer. Employee is not required to, but may, accept this Agreement by signing and dating it within twenty-one days. If Employee does not execute this Agreement within twenty-one days, then Masco’s offer of this Agreement will be revoked, and it shall be deemed null and void.
c.Revocation/ Effective Date. Employee understands that Employee may revoke this Agreement for a period of seven calendar days following the execution of this Agreement. Therefore, the Effective Date of this Agreement will be the eighth calendar day after Employee signs and dates the Agreement. Employee further understands that, to be effective, any revocation must be in writing and postmarked within seven calendar days of the date on which Employee signs and dates this Agreement, and that the revocation notice must be addressed to Tara Mahoney, Corporate Employment Counsel, Masco Corporation, 17450 College Parkway, Livonia, MI 48152. If revocation is by mail, Employee should send it by certified mail, return receipt requested in order to create proof of mailing.
d.Withholding and Payroll Taxes. Any and all payments to Employee under this Agreement are subject to applicable withholding and payroll taxes.
e.Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan.
f.Venue. The parties agree that any dispute may only be commenced in the office of the American Arbitration Association nearest Livonia, Michigan.
g.Entire Agreement. This Agreement, together with the other documents referenced herein, contains the parties’ entire agreement relating to its subject matter and supersedes and replaces all other agreements and/or understandings between the parties relating to its subject matter, except as otherwise specifically stated herein; provided however, that the agreements identified in Paragraph 2.c. of this Agreement shall continue in full force and effect as provided in a manner consistent with Paragraph 2.c., as shall those terms in any and all other agreements, which by their terms survive the termination of employment.
h.Modifications. This Agreement may not be modified except by a subsequent written agreement, executed by both parties, which specifically evidences an intent to modify the terms of this Agreement. Employee reaffirms Employee’s agreement to comply

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with all such ongoing obligations. The terms of this Agreement are contractual and not a mere recital.
i.No Oral Representations. Employee represents that no promise, inducement or agreement has been made between the parties regarding the subject matter of this agreement other than those specifically set forth in this Agreement, and that he has not relied on any oral statements of Masco or its representatives in deciding to sign this Agreement.
j.Knowing and Voluntary. Employee represents that employee fully understands the terms of this Agreement and is executing this Agreement voluntarily.
k.Severability. If any portion of this Agreement is ruled unenforceable, all remaining provisions shall remain valid and in effect.
l.Waiver of Breach. The waiver by Masco of any breach of any provision of this Agreement shall not be construed or considered as a waiver of any subsequent breach.
m.Headings. The headings of each Paragraph are for convenience only and shall not affect the meaning or intent of any provision of this Agreement.
n.Assignment. Employee’s obligations under this Agreement are not assignable, although Masco shall have the right to assign this Agreement. This Agreement shall be binding upon Employee’s executors, heirs, estate, legal representatives, beneficiaries, and other successors in interest and shall inure to the benefit of Masco and its successors and assigns. All subsidiaries, affiliates, and successors in interest of or to Masco are intended to be third party beneficiaries of this Agreement.



Masco Corporation


By: /s/ Kenneth G. Cole                
    Kenneth G. Cole

Its: Vice President, General Counsel and Secretary
                


Employee


/s/ Richard O’Reagan                
Employee Signature    


Richard O’Reagan                
Employee Printed Name
                    
July 7, 2023                    
Date Employee Signed

7
Exhibit 31.a
MASCO CORPORATION
Certification Required by Rule 13a-14(a) or 15d-14(a)
of the Securities Exchange Act of 1934
I, Keith J. Allman, certify that:
 
1.            I have reviewed this quarterly report on Form 10-Q of Masco Corporation (“the registrant”);
 
2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.            The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.           designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.            designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.            evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
 
d.            disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.           The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.            all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b.            any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
Date: July 27, 2023By:/s/ Keith J. Allman
  Keith J. Allman
  President and Chief Executive Officer
1
Exhibit 31.b
MASCO CORPORATION
Certification Required by Rule 13a-14(a) or 15d-14(a)
of the Securities Exchange Act of 1934
I, David A. Chaika, certify that:
 
1.             I have reviewed this quarterly report on Form 10-Q of Masco Corporation (“the registrant”);
 
2.            Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
 
3.            Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
 
4.            The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
 
a.          designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
 
b.           designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
 
c.           evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
 
d.           disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
 
5.            The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
 
a.           all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
 
b.           any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
 
 
Date: July 27, 2023By:/s/ David A. Chaika
  David A. Chaika
  Interim Chief Financial Officer
1
Exhibit 32
MASCO CORPORATION
Certification Required by Rule 13a-14(b) or 15d-14(b)
of the Securities Exchange Act of 1934 and
Section 1350 of Chapter 63 of Title 18 of the
United States Code

 The certification set forth below is being submitted in connection with the Masco Corporation Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2023 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.
 
Keith J. Allman, the President and Chief Executive Officer, and David A. Chaika, the Interim Chief Financial Officer, of Masco Corporation, each certifies that, to the best of his knowledge:
 
1.            The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
2.            The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of Masco Corporation.
 
 
Date:July 27, 2023 /s/ Keith J. Allman
 Name:Keith J. Allman
 Title:President and Chief Executive Officer
Date:July 27, 2023 /s/ David A. Chaika
 Name:David A. Chaika
 Title:Interim Chief Financial Officer

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