Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 September 30, 2023

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

For the transition period from ___________ to ___________

Commission file number: 1-5794

Masco Corporation

(Exact name of Registrant as Specified in its Charter)

Delaware

38-1794485

(State or Other Jurisdiction of
Incorporation or Organization)

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

17450 College Parkway,

Livonia,

Michigan

48152

(Address of Principal Executive Offices)

(Zip Code)

(313) 274-7400

(Registrant's telephone number, including area code)

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

Title of Each Class

Trading Symbol

Name of Each Exchange
On Which Registered

Common Stock, $1.00 par value

MAS

New York Stock Exchange

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

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

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

Large accelerated filer

☑

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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

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

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


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

MASCO CORPORATION

INDEX

Page

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements (Unaudited):

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

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

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

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

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

Notes to Condensed Consolidated Financial Statements

Item 2.

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

Item 4.

Controls and Procedures

PART II. OTHER INFORMATION

Unregistered Sales of Equity Securities and Use of Proceeds

MASCO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

September 30, 2023 and December 31, 2022

(In Millions, Except Share Data)


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

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

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

Total assets	$	5,371	$	5,187

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

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

Total liabilities	$	5,204	$	5,429

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

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

See notes to condensed consolidated financial statements.

MASCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited)

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

(In Millions, Except Per Common Share Data)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net sales	$	1,979	$	2,204	$	6,085	$	6,757
Cost of sales	1,235		1,509		3,903		4,589
Gross profit	744		695		2,182		2,168
Selling, general and administrative expenses	361		344		1,081		1,056


Operating profit	383		351		1,101		1,112
Other income (expense), net:
Interest expense	(26)		(29)		(82)		(82)
Other, net	(11)		(12)		(14)		4
	(37)		(41)		(96)		(78)
Income before income taxes	346		310		1,005		1,034
Income tax expense	86		77		246		255
Net income	260		233		759		779


Less: Net income attributable to noncontrolling interest	11		15		42		50
Net income attributable to Masco Corporation	$	249	$	218	$	717	$	729

Income per common share attributable to Masco Corporation:
Basic:


Net income	$	1.11	$	0.97	$	3.19	$	3.14
Diluted:


Net income	$	1.10	$	0.97	$	3.17	$	3.13

See notes to condensed consolidated financial statements.

MASCO CORPORATION

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

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

(In Millions)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Net income	$	260	$	233	$	759	$	779
Less: Net income attributable to noncontrolling interest	11		15		42		50
Net income attributable to Masco Corporation	$	249	$	218	$	717	$	729
Other comprehensive loss, net of tax
Cumulative translation adjustment	$	(25)	$	(54)	$	(10)	$	(120)

Pension and other post-retirement benefits	1		1		1		3

Other comprehensive loss, net of tax	(24)		(53)		(9)		(117)
Less: Other comprehensive loss attributable to noncontrolling interest	(6)		(14)		(6)		(26)
Other comprehensive loss attributable to Masco Corporation	$	(18)	$	(39)	$	(3)	$	(91)
Total comprehensive income	$	236	$	180	$	750	$	662
Total comprehensive income attributable to noncontrolling interest	5		1		36		24
Total comprehensive income attributable to Masco Corporation	$	231	$	179	$	714	$	638

See notes to condensed consolidated financial statements.

MASCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For the Nine Months Ended September 30, 2023 and 2022

(In Millions)


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

CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:

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


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

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

Decrease in debt, net	(4)		(9)


Net cash for financing activities	(498)		(802)

CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
Capital expenditures	(181)		(137)
Acquisition of business, net of cash acquired	(136)		—








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

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

CASH AND CASH INVESTMENTS:
Increase (decrease) for the period	108		(462)
At January 1	452		926
At September 30	$	560	$	464

See notes to condensed consolidated financial statements.

MASCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited)

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

(In Millions, Except Per Common Share Data)


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

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

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

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




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

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

MASCO CORPORATION

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

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

(In Millions, Except Per Common Share Data)


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


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

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

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

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


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

See notes to condensed consolidated financial statements.

MASCO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

A. ACCOUNTING POLICIES

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

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

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

B. ACQUISITIONS

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

MASCO CORPORATION

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

C. REVENUE

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


	Three Months Ended September 30, 2023
	Plumbing Products		Decorative Architectural Products		Total
Primary geographic markets:
North America	$	814	$	788	$	1,602
International, principally Europe	377		—		377
Total	$	1,191	$	788	$	1,979

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


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

	Nine Months Ended September 30, 2022
	Plumbing Products		Decorative Architectural Products		Total
Primary geographic markets:
North America	$	2,730	$	2,701	$	5,431
International, principally Europe	1,326		—		1,326
Total	$	4,056	$	2,701	$	6,757

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

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

MASCO CORPORATION

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

C. REVENUE (Concluded)

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


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

Balance at end of period	$	9	$	8

D. DEPRECIATION AND AMORTIZATION

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

E. INVENTORIES

The components of inventory were as follows, in millions:


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

F. GOODWILL AND OTHER INTANGIBLE ASSETS

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


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

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


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

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

MASCO CORPORATION

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

F. GOODWILL AND OTHER INTANGIBLE ASSETS (Concluded)

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

G. SUPPLIER FINANCE PROGRAM

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

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

H. DEBT

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

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 September 30, 2023.

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

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

MASCO CORPORATION

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

H. DEBT (Concluded)

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

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

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

I. SEGMENT INFORMATION

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


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

(A) Inter-segment sales were not material.

MASCO CORPORATION

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

J. OTHER INCOME (EXPENSE), NET

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


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

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

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

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

K. INCOME TAXES

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

MASCO CORPORATION

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

L. INCOME PER COMMON SHARE

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


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





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

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

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Number of stock options	392	670	861	623
Number of restricted stock units	8	4	4	22
Number of performance restricted stock units	15	—	15	—

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

MASCO CORPORATION

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

M. OTHER COMMITMENTS AND CONTINGENCIES

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

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


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

N. INSURANCE SETTLEMENT

During the three months ended September 30, 2023, we received an insurance settlement payment in our Decorative Architectural Products segment related to lost sales resulting from a weather event that occurred in Texas in 2021 which impacted the operations of a resin supplier and interrupted our ability to manufacture certain paints and other coating products. The insurance settlement payment increased gross profit and operating profit by $40 million for the three and nine months ended September 30, 2023.


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.

THIRD QUARTER 2023 AND THE FIRST NINE MONTHS 2023 VERSUS

THIRD QUARTER 2022 AND THE FIRST NINE MONTHS 2022

Consolidated Results of Operations

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

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

SALES AND OPERATIONS

Net Sales

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


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023		2022		Change		2023		2022		Change
Net sales, as reported	$	1,979	$	2,204	$	(225)	$	6,085	$	6,757	$	(672)
Acquisitions	(6)		—		(6)		(6)		—		(6)

Net sales, excluding acquisitions	1,973		2,204		(231)		6,079		6,757		(678)
Currency translation	(14)		—		(14)		20		—		20
Net sales, excluding acquisitions and the effect of currency translation	$	1,959	$	2,204	$	(245)	$	6,099	$	6,757	$	(658)

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

Net sales decreased primarily due to:

•

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

•

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

These amounts were partially offset by:

•

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

Gross Profit and Gross Margin

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


	Three Months Ended September 30,								Nine Months Ended September 30,
	2023			2022			Favorable / (Unfavorable)		2023			2022			Favorable / (Unfavorable)
Gross profit	$	744		$	695		$	49	$	2,182		$	2,168		$	14
Gross margin	37.6		%	31.5		%	610 bps		35.9		%	32.1		%	380 bps

Gross profit margin was positively impacted by:

•

Higher net selling prices for both periods.

•

Receipt of an insurance settlement payment for both periods.

•

Cost savings initiatives for both periods.

•

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

•

Lower transportation costs for both periods.

These amounts were partially offset by:

•

Lower sales volume for both periods.

•

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

Selling, General and Administrative Expenses

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 nine months ended September 30, 2023 and 2022:


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

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

•

Increased employee-related costs for both periods.

•

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

•

Lower net sales resulting from lower volumes for both periods.

Operating Profit

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


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

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

•

Lower transportation and commodity costs.

•

Receipt of an insurance settlement payment.

•

Cost savings initiatives.

•

Higher net selling prices.

These amounts were partially offset by:

•

Lower sales volume.

•

Increased employee-related costs.

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

•

Lower sales volume.

•

Increased employee-related costs.

•

Unfavorable sales mix.

•

Increased marketing costs.

•

Unfavorable foreign currency translation.

These amounts were partially offset by:

•

Higher net selling prices.

•

Cost savings initiatives.

•

Receipt of an insurance settlement payment.

•

Lower transportation costs.

OTHER INCOME (EXPENSE), NET

Interest Expense

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


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

Other, net

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


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

For the nine months ended September 30, 2022, other, net included $24 million of income from the revaluation of contingent consideration related to our acquisition of Kraus USA Inc.

INCOME TAXES

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


	Three Months Ended September 30,									Nine Months Ended September 30,
	2023			2022			(Favorable) / Unfavorable			2023			2022			(Favorable) / Unfavorable
Income tax expense	$	86		$	77		$	9		$	246		$	255		$	(9)
Effective tax rate	25		%	25		%	—		%	24		%	25		%	(1)		%

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

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 nine months ended September 30, 2023 and 2022:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023		2022		Favorable / (Unfavorable)		2023		2022		Favorable / (Unfavorable)
Net income	$	249	$	218	$	31	$	717	$	729	$	(12)
Diluted income per common share	$	1.10	$	0.97	$	0.13	$	3.17	$	3.13	$	0.04

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 September 30,				Percent Change		Nine Months Ended September 30,				Percent Change
	2023		2022		2023 vs. 2022		2023		2022		2023 vs. 2022
Net Sales:
Plumbing Products	$	1,191	$	1,324	(10)	%	$	3,638	$	4,056	(10)	%
Decorative Architectural Products	788		880		(10)	%	2,447		2,701		(9)	%
Total	$	1,979	$	2,204	(10)	%	$	6,085	$	6,757	(10)	%

North America	$	1,602	$	1,792	(11)	%	$	4,875	$	5,431	(10)	%
International, principally Europe	377		412		(8)	%	1,210		1,326		(9)	%
Total	$	1,979	$	2,204	(10)	%	$	6,085	$	6,757	(10)	%


	Three Months Ended September 30,				Percent Change		Nine Months Ended September 30,				Percent Change
	2023		2022		2023 vs. 2022		2023		2022		2023 vs. 2022
Operating Profit (A):
Plumbing Products	$	223	$	220	1	%	$	673	$	686	(2)	%
Decorative Architectural Products	181		151		20	%	493		498		(1)	%
Total	$	404	$	371	9	%	$	1,166	$	1,184	(2)	%

North America	$	348	$	305	14	%	$	972	$	961	1	%
International, principally Europe	56		66		(15)	%	194		223		(13)	%
Total	404		371		9	%	1,166		1,184		(2)	%
General corporate expense, net	(21)		(20)		5	%	(65)		(72)		(10)	%
Total operating profit	$	383	$	351	9	%	$	1,101	$	1,112	(1)	%

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

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

BUSINESS SEGMENT RESULTS DISCUSSION

Plumbing Products

Sales

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

Operating Results

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

Decorative Architectural Products

Sales

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

Operating Results

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

GEOGRAPHIC AREA RESULTS DISCUSSION

North America

Sales

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

Operating Results

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

International, Principally Europe

Sales

International net sales decreased eight percent and nine percent for the three and nine months ended September 30, 2023, respectively. In local currencies (including sales in currencies outside their respective functional currencies), net sales decreased 11 percent and seven percent for the three and nine months ended September 30, 2023, respectively. Lower sales volume decreased sales by 16 percent and 12 percent for the three and nine months ended September 30, 2023, respectively. Unfavorable sales mix decreased sales by one percent for the nine months ended September 30, 2023. These amounts were partially offset by higher net selling prices which increased sales by four percent and six percent for the three and nine months ended September 30, 2023, respectively.

Operating Results

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

Liquidity and Capital Resources

Overview of Capital Structure

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

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

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

Credit Agreement

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

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

364-day Term Loan

Other Liquidity and Capital Resource Activities

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

Acquisitions

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

Share Repurchases

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

Cash Flows

For the nine months ended September 30, 2023, net cash provided by operations was $928 million, primarily driven by operating profit.

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

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

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.


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 September 30, 2023, the Company's disclosure controls and procedures were effective.

b. Changes in Internal Control over Financial Reporting.

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

MASCO CORPORATION

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Information regarding legal proceedings involving us is set forth in Note M 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 September 30, 2023 under the 2022 share repurchase authorization:


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

Item 5. Other Information

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

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

MASCO CORPORATION

PART II. OTHER INFORMATION, Continued

Item 6. Exhibits


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

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/ Richard J. Westenberg
						Richard Westenberg Vice President, Chief Financial Officer

October 26, 2023

Exhibit 10.a

August 28, 2023

RE: Employment Offer

Rick Westenberg

[Home Address Removed]

Dear Rick:

I am pleased to confirm our offer to you for the position of Vice President, Chief Financial Officer, Masco Corporation (the “Company” or “Masco”), reporting to me.

The elements of your compensation package are described below and are subject to approval by the Talent and Compensation Committee of Masco’s Board of Directors (the “Compensation Committee”), and your election as Vice President, Chief Financial Officer by Masco’s Board of Directors.

Cash Compensation

Annual Base Salary

Your rate of pay is $27,885 bi-weekly, which on an annualized basis is $725,000. Your first salary review will be in February 2024.

Sign-On Bonus

You will receive a one-time sign-on bonus of $950,000 (less deductions required by law). $380,000 will be paid during your first thirty days of employment and the remaining $570,000 will be paid with the first regularly scheduled payroll of January 2024. In the event you voluntarily terminate your employment with the Company or are terminated with cause, as determined by the Company in good faith, within one year of receiving this cash bonus, you agree to reimburse the Company for the full amount within 45 days after your employment concludes. In the event you voluntarily terminate your employment with the Company or are terminated for cause, as determined by the Company in good faith, between one year and two years of receiving this bonus, you agree to reimburse the Company 50% of this cash bonus within 45 days after the date your employment concludes.

Performance-Based Incentive Compensation

You will participate in the Company’s annual performance-based incentive compensation program in which you will be eligible to receive a cash bonus, Restricted Stock Unit (RSU) award, and Performance Restricted Stock Unit (PRSU) award as follows:

•Your cash bonus opportunity is 80% of your annual base salary. The achievement of the cash bonus will be dependent upon Company and individual performance and can range from 0% to 200% of target. Bonuses are determined after year-end, subject to approval by the Compensation Committee, and are typically paid in February. Your first eligible cash bonus opportunity will be for fiscal year 2024, which, if performance is achieved, will be paid in February 2025. You will not be eligible to receive a cash bonus for performance in fiscal year 2023.

•Your target RSU award opportunity is 80% of your annual base salary. The achievement of the RSU award will be dependent upon Company and individual performance and can range from

0% to 200% of target. RSU awards are determined after year-end, subject to approval by the Compensation Committee, and are typically granted in February. Your first eligible RSU award opportunity will be for fiscal year 2024, which, if performance is achieved, will be granted in February 2025. You will not be eligible to receive an RSU grant for performance in 2023.

•You are eligible to participate in our Long-Term Incentive Program (LTIP). Masco believes a long-term incentive program provides a meaningful incentive for our executives to achieve long-term growth and profitability. The LTIP has a three-year performance period, and awards under the program are issued in the form of Performance Restricted Stock Units (PRSUs). A grant of PRSUs entitles you to receive shares of our stock if threshold performance goals are met over the three-year period. If the threshold goals are not achieved, no award will be made. If the maximum goals are exceeded, the award percentage is capped at 200% of the PRSUs granted. You will be eligible to participate in 2024-2026 LTIP. LTIP PRSUs are granted in February, subject to approval by the Compensation Committee. Your LTIP grant value target is 80% of your annual base salary.

Stock Options

You are eligible to receive stock option grants. Masco considers the granting of stock options annually to motivate our executives to improve our share price and to align their long-term interests with those of shareholders. You will be eligible for a stock option grant in February 2024, subject to approval by the Compensation Committee. The value of your stock option grant will approximate your target RSU award opportunity.

Stock Ownership Requirements

The company believes that ownership aligns the interest of our executives with that of our shareholders. In support of this belief, and given the nature of your role, you are required to own Masco stock with a value of three (3) times your base salary, and you will have three (3) years in which to achieve this ownership level.

New Hire Equity Award

You will receive an initial Restricted Stock Unit award in the amount of $2,000,000. The number of shares will be determined using the Company’s closing share price on the date of your election as Vice President, CFO by Masco’s Board of Directors. The RSUs will vest in approximately equal installments over three years beginning February 2025. Each RSU accrues a “Dividend Equivalent,” which means that the quarterly dividends paid by Masco will accumulate from the date an RSU is granted to the date the RSU vests. The Dividend Equivalent that is attributable to each RSU will be paid in cash promptly after the RSU vests.

The above information provides only a summary of certain terms of our equity compensation program. All of the terms and conditions of our program, and of any grant made under the program, are contained in Masco’s 2014 Long Term Stock Incentive Plan (the “Plan”) and in terms and conditions (“Terms and Conditions”) provided to recipients at the time of a grant (the Plan and Terms and Condition are referred to as the “Plan Documents”). A copy of the Plan is available at NetBenefits.com. In the case of any conflict between this communication and the Plan Documents, the Plan Documents will control. The Company reserves the right to amend or terminate the equity compensation program at any time.

All equity awards require your acceptance of the terms and conditions contained in the Plan Documents.

Benefits

You will be eligible to participate in the Company’s health and welfare benefit programs as a full-time regular employee. Your health insurance begins on the first of the month following 30 days of employment.

Retirement Benefits

You will be eligible to participate in the Company’s 401(k) plan beginning on your first day of employment. The Company matches 100% of the first 4% of your compensation deferred to the plan, subject to IRS 401(k) plan contribution limits. Company matching contributions are immediately 100% vested.

You will also participate in the Masco’s discretionary profit-sharing plan, as part of your Masco 401(k) Plan benefit. You are eligible beginning January 1, 2024, and the initial contribution is based on 2024 results. After the end of each year, the Compensation Committee approves Masco’s contribution percentage based on the Company’s achievement of performance during the preceding year. You will become 100% vested in this benefit after completing three years of service.

Based on your target cash compensation (your base salary plus your cash bonus incentive), you may also be eligible for the Masco Corporation Retirement Benefits Restoration Plan (BRP). This is a non-qualified plan used to restore and maintain the level of retirement benefits for employees affected by the IRS compensation limits. Masco Corporation makes an annual contribution to this plan on your behalf to equalize any lost contributions due to IRS 401(k) plan contribution limits for both the company match and profit-sharing contribution.

Vacation

You will be eligible for paid time off in accordance with the Company’s Discretionary Time Off (DTO) program in addition to the normal holiday schedule for Masco’s Corporate Headquarters location.

These benefits, along with additional health, welfare, and other Company-sponsored benefits, will be explained in detail to you at a time convenient for you.

Pre-employment Screening

Your employment is contingent on the successful completion of a pre-employment background investigation and drug screen. This must be completed prior to your first day of employment.

Start Date and At-Will Employment

Your start date in this new role will be subject to your election by the Board of Directors.

This letter is intended to answer many of the questions that you may have concerning your employment, but should not be construed as a contract of employment or a binding obligation without unrestricted right of the Company to modify or terminate the provisions provided herein. In any case, at all times during your employment you will be an “at will” employee, which means that your employment may be terminated at any time with or without cause.

This offer is contingent upon you signing our Confidentiality and Dispute Resolution Agreements

upon your start date.

To confirm your acceptance of this offer, please sign a copy of this letter and return it to Renee Straber.

Rick, I am confident that you will make a significant contribution in this leadership role for Masco. Please let me know if you have any questions regarding this offer.

Sincerely,

Keith Allman

Chief Executive Officer

Masco Corporation

copy: Renee Straber

Offer Accepted:

Signature: /s/ Richard Westenberg___________ Date: August 31, 2023________

Exhibit 10.b

AMENDED AND RESTATED TRANSITION AND SEVERANCE

AGREEMENT AND RELEASE OF ALL LIABILITY

The Transition and Severance Agreement and Release of All Liability (“Agreement”) made as of October 3, 2023 is hereby amended and restated as of October 25, 2023 (the “Agreement Date”) between David A. Chaika (“Employee”) and Masco Corporation, with a business address of 17450 College Parkway, Livonia, MI 48152 (“Masco”).

INTRODUCTION

A.Employee’s last day of work is anticipated to be on April 30, 2024; provided, however, that Masco or Employee may elect to end Employee’s employment prior to that date subject to the terms below. The date Employee last performs work for Masco is the “Separation Date.”

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

C.Employee has had the opportunity to review this Agreement and has been encouraged to consult with legal counsel, if desired, in order to understand the 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.Transition Employment.

a.Employee agrees to continue to work for Masco on a full-time basis through the Separation Date as Masco’s Vice President, Treasurer and Investor Relations, continuing to be engaged and productive in that role, including actively supporting the onboarding Masco’s incoming Chief Financial Officer and other duties as may be reasonably requested in the normal course of business (together, the “Transition Services”). Employee agrees to comply with all Masco policies, rules, and procedures, as amended from time to time. Through the Separation Date, Employee will continue to receive the base salary and benefits he is receiving as of the Agreement Date, subject to all required withholdings and payable in accordance with Masco’s standard payroll practices. Employee will also receive, subject to the approval of the Talent and Compensation Committee of Masco’s Board of Directors: (i) an annual cash bonus at his target amount for calendar year 2023 (payable in February 2024) adjusted for company performance; (ii) a restricted stock unit performance grant at his target amount for calendar year 2023 (granted in February 2024) adjusted for company performance; and (iii) a share award at his target amount adjusted for company performance under the long-term incentive program for 2021-2023.

b.Employee acknowledges and agrees that he must remain employed by Masco through April 30, 2024, unless advance written permission is provided by Masco. If Employee resigns without Masco’s written permission, gives notice to terminate his

Exhibit 10.b

employment, or is terminated for cause (as reasonably determined by Masco, which includes not successfully completing the Transition Services) prior to April 30, 2024, Employee will not be eligible for the Severance Benefits.

2.Severance Benefits. As consideration for Employee entering into this Agreement, complying with its terms, including, but not limited to, completing the Transition Services, signing this Agreement, and signing the Supplemental Employee Release after the Separation Date, and not revoking same, Employee shall receive the following “Severance Benefits”:

a.A cash payment of $725,450.00, less applicable deductions and withholdings, to be paid in one lump sum within 15 days of the Effective Date (as defined below) of this Agreement;

b.A cash payment of $25,000.00, less applicable deductions and withholdings, to be paid in one lump sum within 15 days of the Effective Date of this Agreement. This amount represents approximately 18 months of Employee’s anticipated COBRA benefits. Employee may or may not use these monies to pay for COBRA benefits;

c.As of the Separation Date, Employee will have unvested restricted stock units previously awarded pursuant to Restricted Stock Unit Agreements and the Masco Corporation 2014 Long Term Stock Incentive Plan (the “Plan”) and the terms and conditions governing the awards. Masco and Employee agree that the award agreements for all unvested restricted stock units shall be deemed amended to reflect that, as of the Separation Date, the restricted stock units will continue to vest as if Employee had remained employed by Masco. This Agreement does not modify the Plan or (other than described herein) any other provision of the award agreements, including the restrictions on certain activities provided for in such award agreements; and

d.An extension of the exercise period for Employee’s outstanding stock options granted under the Plan from 30 days after the Separation Date to 90 days after the Separation Date.

3.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, its 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 “Masco Releasees”), 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 Masco Releasees, for or by reason of any matter, cause, or thing whatsoever up to the date the 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

Exhibit 10.b

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, except with respect to claims set forth in Paragraph 3.h. below. Notwithstanding the above, Employee is not waiving: (a) Employee’s right to make claims arising out of any acts or omissions of the Masco Releasees after the date Employee 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 or benefits provided under this Agreement (subject to its terms); (e) Employee’s rights as an equity or security holder in Masco or its affiliates; or (f) any claim which cannot be released by private agreement, including as set forth in Paragraph 3.h. below.

b.Medicare Waiver. Employee affirms that: (i) he 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 (ii) if eligible, he has no outstanding claims for Medicare benefits. Employee further affirms that, as of the date Employee signs the Supplemental Employee Release, he will not be 65 years of age or older and will advise the Company in writing if: (i) he is suffering from end-stage renal failure; (ii) he has received Social Security Disability Insurance benefits for 24 months or longer; or (iii) Medicare eligible, he has any 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), except as set forth in Paragraph 3.h. below.

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 Masco pursuant to the following agreements previously entered into with Masco:

i.Dispute Resolution Policy (DRP). Any dispute Employee might have against Masco Releasees, arising out of the terms of this Agreement or

Exhibit 10.b

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. Except as set forth in Paragraph 3.h. below, Employee agrees to comply with the Proprietary Confidential Information and Invention Assignment Agreement., a copy of which has been provided to Employee and which shall continue in full force and effect. As of the date Employee signs the Supplemental Employee Release, Employee will certify that all confidential, proprietary or trade secret information has been returned as required by the Proprietary Confidential Information and Invention Assignment Agreement, other than such information that will be returned on or before the Separation Date.

iii.Terms and Conditions of Restricted Stock Awards. Pursuant to the Plan, the awards made in letters to Employee, and the related Terms and Conditions of Restricted Stock Awards granted under the 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 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 Plan, the awards made in letters to Employee, and the related Terms and Conditions of Restricted Stock Units under the Plan, Employee continues to be bound by the obligations described therein.

d.Return of Property. Employee agrees to return, on or before the Separation Date, 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 make himself 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) pay or reimburse Employee within five (5) days of its receipt of an invoice for 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 or Paragraph 3.h., Employee shall: (i) not encourage or, provide any information about

Exhibit 10.b

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; or (ii) 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 including corporate governance issues or other potential or actual disputes, whether the subject of litigation or otherwise, involving the Company, its employees, its products, or its business, give prompt notice to the General Counsel of Masco Corporation, 17450 College Parkway, Livonia, MI 48152 via email or otherwise. Masco shall reimburse Employee for any reasonable expense incurred in connection with such notification.

g.No Disparagement. Except as set forth in Paragraph 3.h. below, 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.Employee Protection. Notwithstanding anything to the contrary herein, Employee understands that nothing in this Agreement or otherwise restricts or prohibits Employee from initiating communications directly with, responding to any inquiries from, providing testimony before, or 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, including the Securities Exchange Commission (“SEC”) or from making other disclosures that are protected under the whistleblower provisions of state or federal law or regulation. The Company may not retaliate against the Employee for any of these activities, and nothing in this Agreement or otherwise requires Employee to waive any monetary award or other payment that Employee might become entitled to from the SEC or any other government agency or entity pursuant to this Paragraph 3.h. Nothing in this Agreement or otherwise requires Employee to disclose any communications Employee may have had or may in the future have or information Employee may have had or may in the future have provided to the SEC or any other government agency or entity regarding possible legal violations. Additionally, 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. 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, except with respect to claims set forth in Paragraph 3.h. above.

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,

Exhibit 10.b

and has not initiated any mediation or arbitration proceeding, except with respect to any action or otherwise set forth in Paragraph 3.h. above. 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, except with respect to any charge or otherwise set forth in Paragraph 3.h. above.

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, Proprietary Confidential Information and Invention Assignment Agreement, Cooperation with Masco, and 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 2 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, up to the date Employee signs this Agreement, Employee: (a) has been properly paid for all hours worked for Masco; (b) has received all bonuses and other compensation due to Employee; and (c) has not engaged in any unlawful conduct relating to the business of Masco.

4.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.

Exhibit 10.b

b.ADEA Notices and Acknowledgment. Employee acknowledges that Employee has carefully read this Agreement and fully understands its contents. Prior to signing this Agreement, Employee has been advised in writing hereby and has had an opportunity to consult with Employee’s attorney of choice concerning the terms and conditions of this Agreement, which contains a release of any and all rights Employee may have to pursue claims against any of the Masco Releasees, from the beginning of time up to the date Employee signs this Agreement, including without limitation, all ADEA and OWBPA claims.

c.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.

d.Revocation/ Effective Date. Employee understands that Employee may revoke this Agreement for a period of seven calendar days following the execution of this Agreement. In addition, Employee understands that Employee may revoke the Supplemental Employee Release for a period of seven calendar days following the execution of that document. Therefore, the “Effective Date” for purposes of this Agreement will be the eighth calendar day after Employee signs and dates the Supplemental Employee Release. 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 or the Supplemental Employee Release, as the case may be, and that the revocation notice must be addressed to General 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.

e.Withholding and Payroll Taxes. Any and all payments to Employee under this Agreement are subject to applicable withholding and payroll taxes.

f.Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan.

g.Venue. The parties agree that any dispute may only be commenced in the office of the American Arbitration Association nearest Livonia, Michigan.

h.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 3.c. of this Agreement shall continue in full force and effect as provided in a manner consistent with Paragraph 3.c., as shall those terms in any and all other agreements, which by their terms survive the termination of employment.

i.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.

j.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.

Exhibit 10.b

k.Knowing and Voluntary. Employee represents that he fully understands the terms of this Agreement and is executing this Agreement voluntarily.

l.Severability. If any portion of this Agreement is ruled unenforceable, all remaining provisions shall remain valid and in effect.

m.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.

n.Headings. The headings of each Paragraph are for convenience only and shall not affect the meaning or intent of any provision of this Agreement.

o.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/ David A. Chaika

Employee Signature

David A. Chaika

Employee Printed Name

October 25, 2023

Exhibit 10.b

Supplemental Employee Release

In order to receive the Severance Benefits pursuant to Paragraph 2 of the Transition and Severance Agreement and Release of All Liability dated as of October 3, 2023 and amended and restated as of October 25, 2023 (the “Agreement”), Employee must sign this Supplemental Employee Release on or after Employee’s last day of employment with Masco.

Employee hereby acknowledges and reaffirms the release and discharge of all claims against Masco Releasees contained in Paragraph 3 of the Agreement herein. For the avoidance of doubt, Employee is not waiving any claims set forth in Paragraph 3.h. Employee certifies that all confidential, proprietary or trade secret information has been returned as required by the Proprietary Confidential Information and Invention Assignment Agreement. Employee is not required to, but may, accept this Supplemental Release by signing and returning it to Masco within twenty-one (21) days of Employee’s last day of employment. Employee further understands his right to revoke his acceptance as set forth in Paragraph 4(d) of the Agreement. If Employee does not sign and return this Supplemental Release by the twenty-first day following the Separation Date, or revokes such acceptance, Employee will not receive any of the benefits described herein.

Employee: David A. Chaika


Signature Print Name Date

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: October 26, 2023	By:	/s/ Keith J. Allman
		Keith J. Allman
		President and Chief Executive Officer

Exhibit 31.b

MASCO CORPORATION

Certification Required by Rule 13a-14(a) or 15d-14(a)

of the Securities Exchange Act of 1934

I, Richard Westenberg, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Masco Corporation (“the registrant”);

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: October 26, 2023	By:	/s/ Richard J. Westenberg
		Richard Westenberg
		Vice President, Chief Financial Officer

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 September 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 Richard Westenberg, the Vice President, 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:

October 26, 2023

/s/ Keith J. Allman

Name:

Keith J. Allman

Title:

President and Chief Executive Officer

Date:

October 26, 2023

/s/ Richard J. Westenberg

Name:

Richard Westenberg

Title:

Vice President, Chief Financial Officer

Cover	9 Months Ended
Cover	Sep. 30, 2023 shares
Cover [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	1-5794
Entity Registrant Name	Masco Corporation
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	38-1794485
Entity Address, Address Line One	17450 College Parkway,
Entity Address, City or Town	Livonia,
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48152
City Area Code	313
Local Phone Number	274-7400
Title of 12(b) Security	Common Stock, $1.00 par value
Trading Symbol	MAS
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding	224,500,911
Entity Central Index Key	0000062996
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q3
Amendment Flag	false

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash investments	$ 560	$ 452
Receivables	1,245	1,149
Inventories	1,046	1,236
Prepaid expenses and other	113	109
Total current assets	2,964	2,946
Property and equipment, net	1,077	975
Goodwill	593	537
Other intangible assets, net	395	350
Operating lease right-of-use assets	270	266
Other assets	72	113
Total assets	5,371	5,187
Current liabilities:
Accounts payable	844	877
Notes payable	66	205
Accrued liabilities	752	807
Total current liabilities	1,662	1,889
Long-term debt	2,946	2,946
Noncurrent operating lease liabilities	260	255
Other liabilities	336	339
Total liabilities	5,204	5,429
Commitments and contingencies (Note M)
Redeemable noncontrolling interest	19	20
Masco Corporation's shareholders' equity:
Common shares, par value $1 per share Authorized shares: 1,400,000,000; Issued and outstanding: 2023 – 224,400,000; 2022 – 225,300,000	224	225
Preferred shares authorized: 1,000,000; Issued and outstanding: 2023 and 2022 – None	0	0
Paid-in capital	4	16
Retained deficit	(507)	(947)
Accumulated other comprehensive income	223	226
Total Masco Corporation's shareholders' deficit	(56)	(480)
Noncontrolling interest	204	218
Total equity	148	(262)
Total liabilities and equity	$ 5,371	$ 5,187

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common shares, par value (in dollars per share)	$ 1	$ 1
Common shares, shares authorized (in shares)	1,400,000,000	1,400,000,000
Common shares, shares issued (in shares)	224,400,000	225,300,000
Common shares, shares outstanding (in shares)	224,400,000	225,300,000
Preferred shares, shares authorized (in shares)	1,000,000	1,000,000
Preferred shares, shares issued (in shares)	0	0
Preferred shares, shares outstanding (in shares)	0	0

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Statement [Abstract]
Net sales	$ 1,979	$ 2,204	$ 6,085	$ 6,757
Cost of sales	1,235	1,509	3,903	4,589
Gross profit	744	695	2,182	2,168
Selling, general and administrative expenses	361	344	1,081	1,056
Operating profit	383	351	1,101	1,112
Other income (expense), net:
Interest expense	(26)	(29)	(82)	(82)
Other, net	(11)	(12)	(14)	4
Other income (expense), net	(37)	(41)	(96)	(78)
Income before income taxes	346	310	1,005	1,034
Income tax expense	86	77	246	255
Net income	260	233	759	779
Less: Net income attributable to noncontrolling interest	11	15	42	50
Net income attributable to Masco Corporation	$ 249	$ 218	$ 717	$ 729
Basic:
Net income, basic (in dollars per share)	$ 1.11	$ 0.97	$ 3.19	$ 3.14
Diluted:
Net income, diluted (in dollars per share)	$ 1.10	$ 0.97	$ 3.17	$ 3.13

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) (Unaudited) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Statement of Comprehensive Income [Abstract]
Net income	$ 260	$ 233	$ 759	$ 779
Less: Net income attributable to noncontrolling interest	11	15	42	50
Net income attributable to Masco Corporation	249	218	717	729
Other comprehensive loss, net of tax
Cumulative translation adjustment	(25)	(54)	(10)	(120)
Pension and other post-retirement benefits	1	1	1	3
Other comprehensive loss, net of tax	(24)	(53)	(9)	(117)
Less: Other comprehensive loss attributable to noncontrolling interest
Less: Other comprehensive loss attributable to noncontrolling interest	(6)	(14)	(6)	(26)
Other comprehensive loss attributable to Masco Corporation	(18)	(39)	(3)	(91)
Total comprehensive income	236	180	750	662
Total comprehensive income attributable to noncontrolling interest	5	1	36	24
Total comprehensive income attributable to Masco Corporation	$ 231	$ 179	$ 714	$ 638

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Millions	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:
Cash provided by operations	$ 954	$ 954
Increase in receivables	(120)	(207)
Decrease (increase) in inventories	199	(164)
Decrease in accounts payable and accrued liabilities, net	(105)	(63)
Net cash from operating activities	928	520
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
Purchase of Company common stock	(126)	(914)
Cash dividends paid	(193)	(195)
Dividends paid to noncontrolling interest	(49)	(68)
Proceeds from short-term borrowings	77	0
Payment of short-term borrowings	(11)	0
Proceeds from term loan	0	500
Payment of term loan	(200)	(100)
Proceeds from the exercise of stock options	37	1
Employee withholding taxes paid on stock-based compensation	(29)	(17)
Decrease in debt, net	(4)	(9)
Net cash for financing activities	(498)	(802)
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
Capital expenditures	(181)	(137)
Acquisition of business, net of cash acquired	(136)	0
Other, net	(4)	(7)
Net cash for investing activities	(321)	(144)
Effect of exchange rate changes on cash and cash investments	(1)	(36)
CASH AND CASH INVESTMENTS:
Increase (decrease) for the period	108	(462)
At January 1	452	926	$ 926
At September 30	$ 560	$ 464	$ 452

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) - USD ($) $ in Millions	Total	Common Shares ($1 par value)	Paid-In Capital	Retained (Deficit) Earnings	Accumulated Other Comprehensive Income (Loss)	Noncontrolling Interest
Beginning balance at Dec. 31, 2021	$ 56	$ 241	$ 0	$ (652)	$ 232	$ 235
Increase (Decrease) in Stockholders' Equity
Total comprehensive income (loss)	242			233	(6)	15
Shares issued	1	1
Shares retired:
Repurchased	(364)	(6)	(27)	(331)
Surrendered (non-cash)	(17)			(17)
Cash dividends declared	(67)			(67)
Redeemable noncontrolling interest - redemption adjustment	1			1
Stock-based compensation	27		27
Ending balance at Mar. 31, 2022	(121)	236	0	(833)	226	250
Beginning balance at Dec. 31, 2021	56	241	0	(652)	232	235
Increase (Decrease) in Stockholders' Equity
Total comprehensive income (loss)	662
Shares retired:
Redeemable noncontrolling interest - redemption adjustment	2
Ending balance at Sep. 30, 2022	(436)	225	15	(998)	141	181
Beginning balance at Mar. 31, 2022	(121)	236	0	(833)	226	250
Increase (Decrease) in Stockholders' Equity
Total comprehensive income (loss)	240			278	(46)	8
Shares retired:
Repurchased	(550)	(11)	(5)	(534)
Cash dividends declared	(64)			(64)
Dividends declared to noncontrolling interest	(79)					(79)
Redeemable noncontrolling interest - redemption adjustment	(1)			(1)
Stock-based compensation	12		12
Ending balance at Jun. 30, 2022	(563)	225	7	(1,154)	180	179
Increase (Decrease) in Stockholders' Equity
Total comprehensive income (loss)	180
Total comprehensive income (loss)	181			218	(39)	2
Shares retired:
Cash dividends declared	(64)			(64)
Redeemable noncontrolling interest - redemption adjustment	2			2
Stock-based compensation	8		8
Ending balance at Sep. 30, 2022	(436)	225	15	(998)	141	181
Beginning balance at Dec. 31, 2022	(262)	225	16	(947)	226	218
Increase (Decrease) in Stockholders' Equity
Total comprehensive income (loss)	243			205	17	21
Shares issued	6	1	5
Shares retired:
Repurchased	(56)	(1)	(32)	(23)
Surrendered (non-cash)	(17)			(17)
Cash dividends declared	(65)			(65)
Stock-based compensation	11		11
Ending balance at Mar. 31, 2023	(140)	225	0	(847)	243	239
Beginning balance at Dec. 31, 2022	(262)	225	16	(947)	226	218
Increase (Decrease) in Stockholders' Equity
Total comprehensive income (loss)	750
Shares retired:
Redeemable noncontrolling interest - redemption adjustment	0
Ending balance at Sep. 30, 2023	148	224	4	(507)	223	204
Beginning balance at Mar. 31, 2023	(140)	225	0	(847)	243	239
Increase (Decrease) in Stockholders' Equity
Total comprehensive income (loss)	270			263	(2)	9
Shares issued	11	1	10
Shares retired:
Repurchased	(25)	(1)	(1)	(23)
Cash dividends declared	(64)			(64)
Dividends declared to noncontrolling interest	(49)					(49)
Stock-based compensation	4		4
Ending balance at Jun. 30, 2023	7	225	13	(671)	241	199
Increase (Decrease) in Stockholders' Equity
Total comprehensive income (loss)	236			249	(18)	5
Shares issued	9		9
Shares retired:
Repurchased	(45)	(1)	(23)	(21)
Cash dividends declared	(64)			(64)
Redeemable noncontrolling interest - redemption adjustment	0
Stock-based compensation	5		5
Ending balance at Sep. 30, 2023	$ 148	$ 224	$ 4	$ (507)	$ 223	$ 204

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (Unaudited) (Parenthetical) - $ / shares	Sep. 30, 2023	Dec. 31, 2022	Sep. 30, 2022
Statement of Stockholders' Equity [Abstract]
Common shares, par value (in dollars per share)	$ 1	$ 1	$ 1

ACCOUNTING POLICIES	9 Months Ended
ACCOUNTING POLICIES	Sep. 30, 2023
Accounting Policies [Abstract]
ACCOUNTING POLICIES	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 September 30, 2023, our results of operations and comprehensive income (loss) for the three and nine months ended September 30, 2023 and 2022, cash flows for the nine months ended September 30, 2023 and 2022 and changes in shareholders' equity for the three and nine months ended September 30, 2023 and 2022. The condensed consolidated balance sheet at December 31, 2022 was derived from audited financial statements, but does not include all disclosures required by accounting principles generally accepted ("GAAP") in the United States of America. Recently Adopted Accounting Pronouncements. In September 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-04, "Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires that an entity that uses a supplier finance program in connection with the purchase of goods or services disclose information about the program’s nature, activity during the period, changes from period to period, and potential magnitude. We adopted this standard for annual periods on a retrospective basis, including interim periods within those annual periods, beginning January 1, 2023, except for the amendment on rollforward information, which is effective prospectively for annual periods beginning January 1, 2024 and will be adopted at that time. The adoption of this guidance modified our disclosures, but did not have an impact on our financial position and results of operations. Recently Issued Accounting Pronouncements. In March 2023, the FASB issued ASU 2023-02, "Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method,” which permits an entity to elect to account for their tax equity investments using the proportional amortization method if certain conditions are met, regardless of the tax credit program from which the income tax credits are received. ASU 2023-02 is effective for annual periods on either a modified retrospective or retrospective basis, including interim periods within those annual periods, beginning January 1, 2024. Early adoption is permitted. We plan to adopt this standard beginning January 1, 2024, and do not anticipate that the adoption of this new standard will have a material effect on our financial position or results of operations.

ACQUISITIONS	9 Months Ended
ACQUISITIONS	Sep. 30, 2023
Business Combination and Asset Acquisition [Abstract]
ACQUISITIONS	B. ACQUISITIONS In the third quarter of 2023, we acquired all of the share capital of Sauna360 Group Oy (“Sauna360”) for approximately €124 million ($136 million), net of cash acquired. Sauna360 has a portfolio of products that includes traditional, infrared, and wood-burning saunas as well as steam showers. The business is included within the Plumbing Products segment. In connection with this acquisition, we recognized $22 million of indefinite-lived intangible assets, which is related to trademarks, and $45 million of definite-lived intangible assets, primarily related to customer relationships. The definite-lived intangible assets are being amortized on a straight-line basis over a weighted average amortization period of 16 years. We also recognized $60 million of goodwill, which is not tax deductible, and is related primarily to the expected synergies from combining the operations into our business. The purchase price allocation for this acquisition is based on analysis of information as of the acquisition date that was available through September 30, 2023, and will be updated through the measurement period, if necessary.

REVENUE

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

REVENUE

C. REVENUE

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


	Three Months Ended September 30, 2023
	Plumbing Products		Decorative Architectural Products		Total
Primary geographic markets:
North America	$	814	$	788	$	1,602
International, principally Europe	377		—		377
Total	$	1,191	$	788	$	1,979

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


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

	Nine Months Ended September 30, 2022
	Plumbing Products		Decorative Architectural Products		Total
Primary geographic markets:
North America	$	2,730	$	2,701	$	5,431
International, principally Europe	1,326		—		1,326
Total	$	4,056	$	2,701	$	6,757

C. REVENUE (Concluded)

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


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

Balance at end of period	$	9	$	8

DEPRECIATION AND AMORTIZATION	9 Months Ended
DEPRECIATION AND AMORTIZATION	Sep. 30, 2023
Depreciation, Depletion and Amortization [Abstract]
DEPRECIATION AND AMORTIZATION	D. DEPRECIATION AND AMORTIZATION Depreciation and amortization expense was $107 million and $105 million for the nine months ended September 30, 2023 and 2022, respectively.

INVENTORIES

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

INVENTORIES

E. INVENTORIES

The components of inventory were as follows, in millions:


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

GOODWILL AND OTHER INTANGIBLE ASSETS

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

GOODWILL AND OTHER INTANGIBLE ASSETS

F. GOODWILL AND OTHER INTANGIBLE ASSETS

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


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

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


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

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

F. GOODWILL AND OTHER INTANGIBLE ASSETS (Concluded)

SUPPLIER FINANCE PROGRAM	9 Months Ended
SUPPLIER FINANCE PROGRAM	Sep. 30, 2023
Supplier Finance Program [Abstract]
SUPPLIER FINANCE PROGRAM	G. SUPPLIER FINANCE PROGRAM We facilitate a voluntary supply chain finance program (the "program") to provide certain of our suppliers with the opportunity to sell receivables due from us to participating financial institutions at the sole discretion of both the suppliers and the financial institutions. A third party administers the program; our responsibility is limited to making payment on the terms originally negotiated with our supplier, regardless of whether the supplier sells its receivable to a financial institution. We do not enter into agreements with any of the participating financial institutions in connection with the program. The range of payment terms we negotiate with our suppliers is consistent, irrespective of whether a supplier participates in the program. All outstanding payments owed under the program are recorded within accounts payable in our condensed consolidated balance sheets. The amounts confirmed as valid under the program and included in accounts payable were $60 million and $50 million at September 30, 2023 and December 31, 2022, respectively. Of the amounts confirmed as valid under the program, the amounts owed to participating financial institutions were $21 million and $29 million at September 30, 2023 and December 31, 2022, respectively. All payments made under the program are recorded as a decrease in accounts payable and accrued liabilities, net, in our condensed consolidated statements of cash flows.

DEBT	9 Months Ended
DEBT	Sep. 30, 2023
Debt Disclosure [Abstract]
DEBT	H. DEBT On April 26, 2022, we entered into a revolving credit agreement (the “2022 Credit Agreement”) with an aggregate commitment of $1.0 billion and a maturity date of April 26, 2027. Under the 2022 Credit Agreement, at our request and subject to certain conditions, we can increase the aggregate commitment up to an additional $500 million with the current lenders or new lenders. 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 September 30, 2023. The 2022 Credit Agreement contains financial covenants requiring us to maintain (A) a net leverage ratio, as adjusted for certain items, not exceeding 4.0 to 1.0, and (B) an interest coverage ratio, as adjusted for certain items, not less than 2.5 to 1.0. In order for us to borrow under the 2022 Credit Agreement, there must not be any default in our covenants in the 2022 Credit Agreement (i.e., in addition to the two financial covenants described above, principally limitations on subsidiary debt, negative pledge restrictions, and requirements relating to legal compliance, maintenance of our properties and insurance) and our representations and warranties in the 2022 Credit Agreement must be true in all material respects on the date of borrowing (i.e., principally no material adverse change or litigation likely to result in a material adverse change, since December 31, 2021, no material ERISA or environmental non-compliance, and no material tax deficiency). We were in compliance with all covenants and no borrowings were outstanding at September 30, 2023. H. DEBT (Concluded) On April 26, 2022, we entered into a 364-day $500 million senior unsecured delayed draw term loan (the "term loan") due April 26, 2023 with a syndicate of lenders. The term loan and commitments thereunder were subject to prepayment or termination at our option and the loans bore interest at SOFR plus a spread adjustment and 0.70%. The covenants, including the financial covenants, were substantially the same as those in the 2022 Credit Agreement. We repaid $300 million during 2022 and the remaining $200 million upon the maturity of the term loan on April 26, 2023. On May 9, 2023, our Hansgrohe SE subsidiary entered into €70 million ($77 million) of short-term borrowings to support working capital needs. The loans contain no financial covenants and €60 million ($63 million) remained borrowed and outstanding at a weighted average interest rate of 4.807% at September 30, 2023. Fair Value of Debt. The fair value of our short-term and long-term fixed-rate debt instruments is based principally upon modeled market prices for the same or similar issues, which are Level 1 inputs. The aggregate estimated market value of our short-term and long-term debt at September 30, 2023 was approximately $2.5 billion, compared with the aggregate carrying value of $3.0 billion. The aggregate estimated market value of our short-term and long-term debt at December 31, 2022 was approximately $2.7 billion, compared with the aggregate carrying value of $3.2 billion.

SEGMENT INFORMATION

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

SEGMENT INFORMATION

I. SEGMENT INFORMATION

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


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

(A) Inter-segment sales were not material.

OTHER INCOME (EXPENSE), NET

9 Months Ended

Sep. 30, 2023

Other Income and Expenses [Abstract]

OTHER INCOME (EXPENSE), NET

J. OTHER INCOME (EXPENSE), NET

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


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

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

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

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

INCOME TAXES	9 Months Ended
INCOME TAXES	Sep. 30, 2023
Income Tax Disclosure [Abstract]
INCOME TAXES	K. INCOME TAXES Our effective tax rate was 25 percent and 24 percent for the three and nine months ended September 30, 2023, respectively, and was 25 percent for both the three and nine months ended September 30, 2022. Our effective tax rate for the nine months ended September 30, 2023 and 2022 was favorably impacted by $14 million and $10 million of income tax benefits, respectively. For both periods, the income tax benefits primarily resulted from a reduction in the liability for uncertain tax positions resulting from the expiration of statutes of limitation and stock-based compensation.

INCOME PER COMMON SHARE

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

INCOME PER COMMON SHARE

L. INCOME PER COMMON SHARE

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


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





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

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


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Number of stock options	392	670	861	623
Number of restricted stock units	8	4	4	22
Number of performance restricted stock units	15	—	15	—

OTHER COMMITMENTS AND CONTINGENCIES

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

OTHER COMMITMENTS AND CONTINGENCIES

M. OTHER COMMITMENTS AND CONTINGENCIES

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


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

INSURANCE SETTLEMENT	9 Months Ended
INSURANCE SETTLEMENT	Sep. 30, 2023
Unusual or Infrequent Items, or Both [Abstract]
INSURANCE SETTLEMENT	N. INSURANCE SETTLEMENT During the three months ended September 30, 2023, we received an insurance settlement payment in our Decorative Architectural Products segment related to lost sales resulting from a weather event that occurred in Texas in 2021 which impacted the operations of a resin supplier and interrupted our ability to manufacture certain paints and other coating products. The insurance settlement payment increased gross profit and operating profit by $40 million for the three and nine months ended September 30, 2023.

Pay vs Performance Disclosure - USD ($) $ in Millions	3 Months Ended		9 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ 249	$ 218	$ 717	$ 729

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Sep. 30, 2023
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

ACCOUNTING POLICIES (Policies)	9 Months Ended
ACCOUNTING POLICIES (Policies)	Sep. 30, 2023
Accounting Policies [Abstract]
Recently Adopted Accounting Pronouncements	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 do not anticipate that the adoption of this new standard will have a material effect on our financial position or results of operations.

REVENUE (Tables)

9 Months Ended

Sep. 30, 2023

Revenue from Contract with Customer [Abstract]

Disaggregation of 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 September 30, 2023
	Plumbing Products		Decorative Architectural Products		Total
Primary geographic markets:
North America	$	814	$	788	$	1,602
International, principally Europe	377		—		377
Total	$	1,191	$	788	$	1,979

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


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

	Nine Months Ended September 30, 2022
	Plumbing Products		Decorative Architectural Products		Total
Primary geographic markets:
North America	$	2,730	$	2,701	$	5,431
International, principally Europe	1,326		—		1,326
Total	$	4,056	$	2,701	$	6,757

Financing receivable, allowance for credit loss

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


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

Balance at end of period	$	9	$	8

INVENTORIES (Tables)

9 Months Ended

Sep. 30, 2023

Inventory Disclosure [Abstract]

Schedule of inventories

The components of inventory were as follows, in millions:


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

GOODWILL AND OTHER INTANGIBLE ASSETS (Tables)

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of changes in carrying amount of goodwill

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


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

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


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

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

SEGMENT INFORMATION (Tables)

9 Months Ended

Sep. 30, 2023

Segment Reporting [Abstract]

Schedule of information by segment and geographic area

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


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

(A) Inter-segment sales were not material.

OTHER INCOME (EXPENSE), NET (Tables)

9 Months Ended

Sep. 30, 2023

Other Income and Expenses [Abstract]

Schedule of components of other, net, which is included in other income (expense), net

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


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

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

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

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

INCOME PER COMMON SHARE (Tables)

9 Months Ended

Sep. 30, 2023

Earnings Per Share [Abstract]

Schedule of reconciliations of the numerators and denominators used in the computations of basic and diluted earnings 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 September 30,				Nine Months Ended September 30,
	2023		2022		2023		2022
Numerator (basic and diluted):
Net income	$	249	$	218	$	717	$	729
Less: Allocation to redeemable noncontrolling interest	—		(2)		—		(2)
Less: Allocation to unvested restricted stock awards	—		—		—		3
Net income attributable to common shareholders	$	249	$	220	$	717	$	728





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

Schedule of weighted average number of shares


	Three Months Ended September 30,		Nine Months Ended September 30,
	2023	2022	2023	2022
Number of stock options	392	670	861	623
Number of restricted stock units	8	4	4	22
Number of performance restricted stock units	15	—	15	—

OTHER COMMITMENTS AND CONTINGENCIES (Tables)

9 Months Ended

Sep. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Schedule of changes in the Company's warranty liability

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


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

ACQUISITIONS - Narrative (Details) € in Millions, $ in Millions	3 Months Ended
	Sep. 30, 2023 USD ($)	Sep. 30, 2023 EUR (€)	Dec. 31, 2022 USD ($)
Acquisitions
Goodwill	$ 593		$ 537
Sauna360
Acquisitions
Consideration transferred	136	€ 124
Indefinite-lived intangible assets acquired	22
Definite lived intangible assets	$ 45
Weighted average amortization period	16 years
Goodwill	$ 60

REVENUE (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
REVENUE (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Disaggregation of Revenue [Line Items]
Net sales	$ 1,979	$ 2,204	$ 6,085	$ 6,757
North America
Disaggregation of Revenue [Line Items]
Net sales	1,602	1,792	4,875	5,431
International, principally Europe
Disaggregation of Revenue [Line Items]
Net sales	377	412	1,210	1,326
Plumbing Products
Disaggregation of Revenue [Line Items]
Net sales	1,191	1,324	3,638	4,056
Plumbing Products \| North America
Disaggregation of Revenue [Line Items]
Net sales	814	912	2,428	2,730
Plumbing Products \| International, principally Europe
Disaggregation of Revenue [Line Items]
Net sales	377	412	1,210	1,326
Decorative Architectural Products
Disaggregation of Revenue [Line Items]
Net sales	788	880	2,447	2,701
Decorative Architectural Products \| North America
Disaggregation of Revenue [Line Items]
Net sales	788	880	2,447	2,701
Decorative Architectural Products \| International, principally Europe
Disaggregation of Revenue [Line Items]
Net sales	$ 0	$ 0	$ 0	$ 0

REVENUE - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
REVENUE - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Revenue Recognition and Deferred Revenue [Abstract]
Performance obligations satisfied in previous period of current year	$ 8	$ 8
Performance obligation satisfied in previous period	6	$ 5	$ 11	$ 18
Contract asset	2		2		$ 1
Contract liability	$ 15		$ 15		$ 61

REVENUE - Rollforward (Details) - USD ($) $ in Millions	9 Months Ended
REVENUE - Rollforward (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022
Financing Receivable, Allowance for Credit Loss [Roll Forward]
Balance at January 1	$ 8	$ 6
Provision for expected credit losses during the period	4	5
Write-offs charged against the allowance	(4)	(4)
Recoveries of amounts previously written off	1	$ 1
Balance at end of period	$ 9

DEPRECIATION AND AMORTIZATION (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022
Depreciation, Depletion and Amortization [Abstract]
Depreciation and amortization expense	$ 107	$ 105

INVENTORIES (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Finished goods	$ 651	$ 715
Raw materials	300	408
Work in process	95	113
Total	$ 1,046	$ 1,236

GOODWILL AND OTHER INTANGIBLE ASSETS - Goodwill, Net (Details) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Goodwill [Line Items]
Goodwill, Gross	$ 1,033	$ 977
Accumulated Impairment Losses	(440)	(440)
Net Goodwill	593	537
Acquisitions	60
Foreign Currency Translation	(4)
Plumbing Products
Goodwill [Line Items]
Goodwill, Gross	667	611
Accumulated Impairment Losses	(301)	(301)
Net Goodwill	366	310
Acquisitions	60
Foreign Currency Translation	(4)
Decorative Architectural Products
Goodwill [Line Items]
Goodwill, Gross	366	366
Accumulated Impairment Losses	(139)	(139)
Net Goodwill	227	$ 227
Acquisitions	0
Foreign Currency Translation	$ 0

GOODWILL AND OTHER INTANGIBLE ASSETS - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Other indefinite-lived intangible assets	$ 123	$ 102
Carrying value of definite-lived intangible assets	272	248
Accumulated amortization	$ 110	$ 94

SUPPLIER FINANCE PROGRAM (Details) - USD ($) $ in Millions	Sep. 30, 2023	Dec. 31, 2022
Supplier Finance Program [Abstract]
Accounts payable	$ 60	$ 50
Current obligation	$ 21	$ 29

DEBT - Narrative (Details) € in Millions			9 Months Ended		12 Months Ended
DEBT - Narrative (Details) € in Millions	Apr. 26, 2023 USD ($)	Apr. 26, 2022 USD ($)	Sep. 30, 2023 USD ($)	Sep. 30, 2022 USD ($)	Dec. 31, 2022 USD ($)	Sep. 30, 2023 EUR (€)	May 09, 2023 USD ($)	May 09, 2023 EUR (€)
Debt
Repayments of term loan			$ 200,000,000	$ 100,000,000
Carrying Value
Debt
Debt, long-term and short-term			3,000,000,000		$ 3,200,000,000
Fair Value
Debt
Long-term and short-term debt			2,500,000,000		2,700,000,000
2022 Credit Agreement \| Revolver
Debt
Repayments of term loan	$ 200,000,000
2022 Credit Agreement \| Line of Credit \| Revolver
Debt
Borrowing capacity, maximum		$ 1,000,000,000
Increase in maximum borrowing capacity		$ 500,000,000
Amended Credit Agreement
Debt
Maximum net leverage ratio		4.0
Minimum interest coverage ratio		2.5
Amount borrowed			0
Amended Credit Agreement \| Revolver
Debt
Borrowing capacity, maximum		$ 500,000,000
Amended Credit Agreement \| Swingline loans
Debt
Borrowing capacity, maximum		125,000,000
Amended Credit Agreement \| Letters of credit
Debt
Borrowing capacity, maximum		25,000,000
Outstanding and unused Letters of Credit			$ 0
Unsecured Term Loan
Debt
Senior unsecured loan		$ 500,000,000
Repayments of term loan					$ 300,000,000
Unsecured Term Loan \| SOFR Rate
Debt
Interest rate (as a percent)		0.70%
Syndicate Of Lender Borrowing \| Loans Payable
Debt
Interest rate (as a percent)			4.807%			4.807%
Short-term borrowing			$ 63,000,000			€ 60	$ 77,000,000	€ 70

SEGMENT INFORMATION (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
SEGMENT INFORMATION (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Net Sales
Net sales	$ 1,979	$ 2,204	$ 6,085	$ 6,757
Operating profit	383	351	1,101	1,112
Other income (expense), net	(37)	(41)	(96)	(78)
Income before income taxes	346	310	1,005	1,034
North America
Net Sales
Net sales	1,602	1,792	4,875	5,431
International, principally Europe
Net Sales
Net sales	377	412	1,210	1,326
Plumbing Products
Net Sales
Net sales	1,191	1,324	3,638	4,056
Plumbing Products \| North America
Net Sales
Net sales	814	912	2,428	2,730
Plumbing Products \| International, principally Europe
Net Sales
Net sales	377	412	1,210	1,326
Decorative Architectural Products
Net Sales
Net sales	788	880	2,447	2,701
Decorative Architectural Products \| North America
Net Sales
Net sales	788	880	2,447	2,701
Decorative Architectural Products \| International, principally Europe
Net Sales
Net sales	0	0	0	0
Operating Segments
Net Sales
Net sales	1,979	2,204	6,085	6,757
Operating profit	404	371	1,166	1,184
Operating Segments \| North America
Net Sales
Net sales	1,602	1,792	4,875	5,431
Operating profit	348	305	972	961
Operating Segments \| International, principally Europe
Net Sales
Net sales	377	412	1,210	1,326
Operating profit	56	66	194	223
Operating Segments \| Plumbing Products
Net Sales
Net sales	1,191	1,324	3,638	4,056
Operating profit	223	220	673	686
Operating Segments \| Decorative Architectural Products
Net Sales
Net sales	788	880	2,447	2,701
Operating profit	181	151	493	498
Corporate, Non-Segment
Net Sales
General corporate expense, net	$ (21)	$ (20)	$ (65)	$ (72)

OTHER INCOME (EXPENSE), NET (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Other Income and Expenses [Abstract]
Foreign currency transaction losses	$ (7)	$ (4)	$ (7)	$ (6)
Net periodic pension and post-retirement benefit expense	(3)	(2)	(9)	(7)
Income from cash and cash investments	3	1	5	2
Equity investment loss, net	(1)	(6)	(1)	(6)
Realized gains from private equity funds	0	0	1	0
Contingent consideration	0	0	0	24
Loss on sale of businesses, net	0	0	0	(1)
Other items, net	(3)	(1)	(3)	(2)
Total other, net	$ (11)	$ (12)	$ (14)	$ 4

OTHER INCOME (EXPENSE), NET - Footnote Details (Details) $ in Millions	9 Months Ended
	Sep. 30, 2022 USD ($)
Other Income and Expenses [Abstract]
Contingent consideration	$ 24

INCOME TAXES - Narrative (Details) - USD ($) $ in Millions	3 Months Ended		9 Months Ended
INCOME TAXES - Narrative (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Income Tax Disclosure [Abstract]
Effective tax rate	25.00%	25.00%	24.00%	25.00%
Income tax benefits			$ 14	$ 10

INCOME PER COMMON SHARE - Reconciliations of the Numerators and Denominators Used in the Computations of Basic and Diluted Earnings per Common Share (Details) - USD ($) shares in Millions, $ in Millions	3 Months Ended				9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Sep. 30, 2023	Sep. 30, 2022
Numerator (basic and diluted):
Net income	$ 249	$ 218			$ 717	$ 729
Less: Allocation to redeemable noncontrolling interest	0	(2)	$ 1	$ (1)	0	(2)
Less: Allocation to unvested restricted stock awards	0	0			0	3
Net income attributable to common shareholders	$ 249	$ 220			$ 717	$ 728
Denominator:
Basic common shares (based upon weighted average) (in shares)	225	226			225	232
Add: Stock option dilution (in shares)	1	1			1	1
Diluted common shares (in shares)	226	227			226	233

INCOME PER COMMON SHARE - Antidilutive Securities (Details) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Stock Options
Antidilutive securities excluded from computation of earnings per share
Antidilutive effect on computation of diluted earnings per common share (in shares)	392	670	861	623
Restricted Stock Units
Antidilutive securities excluded from computation of earnings per share
Antidilutive effect on computation of diluted earnings per common share (in shares)	8	4	4	22
Performance Restricted Stock Units
Antidilutive securities excluded from computation of earnings per share
Antidilutive effect on computation of diluted earnings per common share (in shares)	15	0	15	0

INCOME PER COMMON SHARE - Narrative (Details) - USD ($) $ / shares in Units, shares in Millions, $ in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Oct. 20, 2022
Earnings Per Share [Abstract]
Stock repurchase program, authorized amount					$ 2,000
Repurchase and retirement of common stock (in shares)			2.4
Stock repurchased during period			$ 126
Payments for repurchase of common stock			$ 126	$ 914
Repurchase and retirement of common stock to offset the dilutive impact of the grant of long-term stock awards (in shares)			0.2
Remaining authorized repurchase amount	$ 1,900		$ 1,900
Cash dividends per common share paid (in dollars per share)	$ 0.285	$ 0.280	$ 0.855	$ 0.840

OTHER COMMITMENTS AND CONTINGENCIES - Warranty (Details) - USD ($) $ in Millions	9 Months Ended	12 Months Ended
	Sep. 30, 2023	Dec. 31, 2022
Changes in the company's warranty liability
Balance at January 1	$ 80	$ 80
Accruals for warranties issued during the period	29	40
Accruals related to pre-existing warranties	3	(3)
Settlements made (in cash or kind) during the period	(30)	(34)
Other, net (including currency translation and acquisitions)	1	(3)
Balance at end of period	$ 83	$ 80

INSURANCE SETTLEMENT (Details) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
INSURANCE SETTLEMENT (Details) - USD ($) $ in Millions	Sep. 30, 2023	Sep. 30, 2023
Operating Income (Loss)
Business Interruption Loss [Line Items]
Profit increase from insurance settlement payment	$ 40	$ 40
Gross Profit
Business Interruption Loss [Line Items]
Profit increase from insurance settlement payment	$ 40	$ 40