SECOND QUARTER 2020 AND THE FIRST SIX MONTHS 2020 VERSUS


           SECOND QUARTER 2019 AND THE FIRST SIX MONTHS 2019


                              SALES AND OPERATIONS

The following table sets forth our net sales and operating profit (loss) by business segment and geographic area, dollars in millions:


                                                              Three Months Ended June 30,                            Percent Change
                                                               2020                   2019               2020  vs.  2019
Net Sales:
Plumbing Products                                        $         868           $     1,012                             (14) %
Decorative Architectural Products                                  896                   827                               8  %

Total                                                    $       1,764           $     1,839                              (4) %

North America                                            $       1,480           $     1,488                              (1) %
International, principally Europe                                  284                   351                             (19) %
Total                                                    $       1,764           $     1,839                              (4) %



                                                               Six Months Ended June 30,                            Percent Change
                                                               2020                  2019               2020  vs.  2019
Net Sales:
Plumbing Products                                        $      1,823           $     1,952                              (7) %
Decorative Architectural Products                               1,522                 1,400                               9  %

Total                                                    $      3,345           $     3,352                               -  %

North America                                            $      2,738           $     2,659                               3  %
International, principally Europe                                 607                   693                             (12) %
Total                                                    $      3,345           $     3,352                               -  %



                                                 Three Months Ended June 30,                                 Six Months Ended June 30,
                                                  2020                  2019                2020                    2019
Operating Profit (Loss): (A)
Plumbing Products                           $        155            $      198          $      312          $          351
Decorative Architectural Products                    201                   173                 296                     246

Total                                       $        356            $      371          $      608          $          597

North America                               $        321            $      316          $      531          $          497
International, principally Europe                     35                    55                  77                     100
Total                                                356                   371                 608                     597
General corporate expense, net                       (17)                  (24)                (44)                    (53)
Operating profit                            $        339            $      347          $      564          $          544



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


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    We report our financial results in accordance with generally accepted
accounting principles ("GAAP") in the United States of America. 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 and segment
and geographic results refers to the three-month and six-month periods ended
June 30, 2020 compared to the same period of 2019.

                                   NET SALES

    Net sales decreased four percent for the three-month period ended June 30,
2020 and were flat for the six-month period ended June 30, 2020. Excluding
acquisitions and the effect of currency translation, net sales decreased three
percent for the three-month period ended June 30, 2020 and were flat for the
six-month period ended June 30, 2020. The following table reconciles reported
net sales to net sales, excluding acquisitions and the effect of currency
translation, in millions:

                                               Three Months Ended June 30,                                Six Months Ended June 30,
                                                2020                  2019                2020                   2019
Net sales, as reported                    $       1,764           $    1,839          $    3,345          $       3,352
Acquisitions                                          -                    -                   -                      -

Net sales, excluding acquisitions                 1,764                1,839               3,345                  3,352
Currency translation                                 13                    -                  22                      -
Net sales, excluding acquisitions and the
effect of currency translation            $       1,777           $    

1,839 $ 3,367 $ 3,352





    North American net sales decreased one percent for the three-month period
ended June 30, 2020. Lower sales volume of plumbing products and lighting
products and unfavorable net selling prices of paints and other coating
products, in aggregate, decreased sales by six percent for the three-month
period. Such decreases were mostly offset by higher sales volume of paints and
other coating products, which increased sales by six percent for the three-month
period. North American net sales increased three percent for the six-month
period ended June 30, 2020. Higher sales volume of paints and other coating
products increased sales by six percent for the six-month period. Such increases
were partially offset by lower sales volume of plumbing products and lighting
products and unfavorable net selling prices of paints and other coating
products, which, in aggregate, decreased sales by three percent for the
six-month period.

    International net sales decreased 19 percent and 12 percent for the
three-month and six-month periods ended June 30, 2020, respectively. In local
currencies (including sales in currencies outside their respective functional
currencies), net sales decreased 17 percent and 10 percent, respectively. Lower
sales volume and unfavorable sales mix of plumbing products, in aggregate,
decreased sales by 17 percent and 11 percent for the three-month and six-month
periods, respectively. Such decreases were slightly offset by favorable net
selling prices of plumbing products which increased sales by one percent for
both the three and six-month periods.

    Net sales in the Plumbing Products segment decreased 14 percent and seven
percent for the three-month and six-month periods ended June 30, 2020,
respectively. Lower sales volume and unfavorable sales mix, in aggregate,
decreased sales by 14 percent and six percent, respectively. Foreign currency
translation decreased sales by one percent for both the three and six-month
periods.

    Net sales in the Decorative Architectural Products segment increased eight
percent and nine percent for the three-month and six-month periods ended June
30, 2020, respectively. Net sales increased due to higher sales volume of paints
and other coating products for both periods. This increase was partially offset
by lower sales volume of lighting products and unfavorable net selling prices of
paints and other coating products for both periods.






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                                OPERATING PROFIT

    Our gross profit margin was 35.6 percent and 35.1 percent for the
three-month and six-month periods ended June 30, 2020, respectively, compared
with 36.6 percent and 35.7 percent for the comparable period of 2019. Gross
profit margins for the three-month period ended June 30, 2020 were negatively
impacted by decreased sales volume, unfavorable sales mix, and increased
commodity costs, primarily attributed to tariffs. Such decreases were partially
offset by the benefits associated with cost savings initiatives, including lower
salaries and wages resulting from actions taken to mitigate the impact of the
coronavirus disease 2019 ("COVID 19") pandemic. Gross profit margins for the
six-month period ended June 30, 2020 were negatively impacted by increased
commodity costs, primarily attributed to tariffs, and unfavorable sales mix.
Such decreases were partially offset by increased sales volume.

 Selling, general and administrative expenses, as a percentage of sales, were
16.4 percent and 18.3 percent for the three-month and six-month periods ended
June 30, 2020, respectively, compared to 17.7 percent and 19.2 percent for the
comparable period of 2019. Selling, general and administrative expenses were
positively impacted by cost containment activities including those actions taken
to mitigate the COVID-19 pandemic impact, partially offset by additional legal
costs for both periods.

    Operating profit in the Plumbing Products segment for the three-month and
six-month periods ended June 30, 2020 was negatively impacted by lower sales
volume, increases in commodity costs, primarily attributed to tariffs, and
unfavorable sales mix. These negative impacts were partially offset by benefits
associated with cost savings initiatives, including actions taken to mitigate
the COVID-19 pandemic impact, and increased net selling prices.

    Operating profit in the Decorative Architectural Products segment for the
three-month and six-month periods ended June 30, 2020 was positively impacted by
higher sales volume, and the benefits associated with cost savings initiatives,
including actions taken to mitigate the COVID-19 pandemic impact for both
periods. Additionally, operating profit was positively impacted by the
non-recurrence of a 2019 non-cash impairment charge related to an other
indefinite-lived intangible asset for a trademark associated with lighting
products for the six-month period only. These positive impacts were partially
offset by decreased net selling prices of paints and other coating products and
higher fixed expenses in our lighting business.

                          OTHER INCOME (EXPENSE), NET

    Interest expense for the three-month and six-month periods ended June 30,
2020 was $35 million and $70 million, respectively, compared to $41 million and
$80 million for the three-month and six-month periods ended June 30, 2019. The
decrease is due to the extinguishment of our 7.125% Notes due March 15, 2020 in
the fourth quarter of 2019 and temporary borrowings on the revolving credit
facility for the three-months ended June 30, 2019.

    Other, net, for the three-month and six-month periods ended June 30, 2020
included $8 million and $16 million, respectively, of net periodic pension and
post-retirement benefit cost, $2 million of foreign currency transaction gains
for the three-month period and $7 million of foreign currency transaction losses
for the six-month period and $4 million of dividend income related to preferred
stock of ACProducts Holding, Inc. for both periods. Other, net, for the
three-month and six-month periods ended June 30, 2019 included $6 million and
$11 million, respectively, of net periodic pension and post-retirement benefit
cost and $2 million of foreign currency transaction gains in both periods.

INCOME AND INCOME PER COMMON SHARE FROM CONTINUING OPERATIONS - ATTRIBUTABLE TO

MASCO CORPORATION

    Income from continuing operations for the three-month and six-month periods
ended June 30, 2020 was $210 million and $343 million, respectively, compared to
$211 million and $318 million for the comparable periods of 2019. Diluted income
per common share for the three-month and six-month periods ended June 30, 2020
was $0.80 and $1.27, respectively, per common share, compared with $0.72 and
$1.08, respectively, per common share for the comparable periods of 2019.




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    Our effective tax rate was 27 percent and 24 percent for the three-month and
six-month periods ended June 30, 2020, respectively. Our three-month rate was
higher than our normalized tax rate of 26 percent due primarily to losses in
certain foreign jurisdictions providing no income tax benefit and the recording
of a valuation allowance against deferred tax assets in certain jurisdictions.
Our six-month rate was lower than our normalized tax rate due primarily to an
additional $5 million income tax benefit on stock-based compensation and an
additional $3 million state income tax benefit from a reduction in the liability
for uncertain tax positions resulting from the expiration of statutes of
limitation in the first half of 2020.

Our effective tax rate was 26 percent and 25 percent for the three-month and
six-month periods ended June 30, 2019, respectively. Our effective tax rate for
the six-month period was lower than our normalized tax rate of 26 percent,
primarily due to an additional $3 million income tax benefit on stock-based
compensation.

                          OTHER FINANCIAL INFORMATION

    Our current ratio was 1.5 to 1 and 1.8 to 1 at June 30, 2020 and December
31, 2019, respectively. The decrease in our current ratio is due primarily to
the reclassification of our $400 million, 3.50% Notes due April 1, 2021 to
short-term notes payable.

    For the six-month period ended June 30, 2020, net cash provided by operating
activities was $290 million. Our cash flows from operations benefited from
recently issued IRS guidance, in response to the COVID-19 pandemic, that enabled
us to defer the $192 million of income taxes payable recognized on the Cabinetry
sale and other eligible Federal and State income tax payments normally due in
April and June 2020, to July 2020. This benefit was partially offset by the
income tax expense of $179 million resulting from the gain recorded in
connection with the divestiture of Cabinetry.

    For the six-month period ended June 30, 2020, net cash used for financing
activities was $694 million, primarily due to $602 million for the repurchase
and retirement of our common stock (including 0.4 million shares repurchased to
offset the dilutive impact of restricted stock units granted in 2020), $73
million for the payment of cash dividends, $23 million for dividends paid to
noncontrolling interest and $22 million for employee withholding taxes paid on
stock-based compensation. These uses of cash were slightly offset by $21 million
of proceeds from the exercise of stock options.

    For the six-month period ended June 30, 2020, net cash provided by investing
activities was $799 million, comprised of $853 million of proceeds from the sale
of Cabinetry, net of cash disposed, and $12 million from the finalization of
working capital items on the sale of Milgard, partially offset by $45 million
for capital expenditures and $24 million for the acquisition of SmarTap, net of
cash acquired.

    Our cash and cash investments were $1,089 million and $697 million at June
30, 2020 and December 31, 2019, 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.

    Of the $1,089 million and $697 million of cash and cash investments held at
June 30, 2020 and December 31, 2019, $227 million and $297 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.

    On March 13, 2019, we entered into a credit agreement (the "Credit
Agreement") with an aggregate commitment of $1.0 billion and a maturity date of
March 13, 2024. Under the 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. Upon entry into the Credit
Agreement, our credit agreement dated March 28, 2013, as amended, with an
aggregate commitment of $750 million, was terminated. See Note I to the
condensed consolidated financial statements.




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    The 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) a minimum interest coverage ratio, as adjusted for certain items,
not less than 2.5 to 1.0.  We were in compliance with all covenants and no
borrowings were outstanding under our Credit Agreement at June 30, 2020.

    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. 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 owed to
participating financial institutions under the program and included in accounts
payable for our continuing operations were $34 million and $29 million at June
30, 2020 and December 31, 2019, respectively. We account for all payments made
under the program as a reduction to our cash flows from operations and reported
within our increase (decrease) in accounts payable and accrued liabilities, net,
line within our condensed consolidated statements of cash flows. The amounts
settled through the program and paid to participating financial institutions
were $60 million and $64 million for our continuing operations during the
six-month periods ended June 30, 2020 and 2019, respectively. 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.

    The COVID-19 pandemic did not impact our financial performance during the
second quarter of 2020 as significantly as we anticipated. We did, however,
experience reduced customer and end-consumer demand for many of our products, as
well as slowed operational activity at certain of our facilities, which resulted
in production and distribution backlogs and reduced sales.

Many, but not all, of our businesses remained operating in the first half of
2020 because the products we provide are critical to infrastructure sectors and
the day-to-day operations of homes and businesses in our communities as defined
by applicable local orders. However, certain of our facilities experienced full
closures ranging from a few days to several weeks, and some of these facilities
continue to experience partial closures as a result of governmental orders or
safety measures we have implemented. In addition, if certain governmental orders
are reimposed or if we are required to close a facility for employee safety
reasons, we could experience new or extended closures which might adversely
impact our ability to produce and distribute our products. Finally, we may
experience supply chain disruptions, particularly disruptions related to our
ability to source plumbing, lighting and builders' hardware products.

We anticipate that we will continue to experience an adverse impact to our
results in 2020 due to continued economic contraction as a result of high
unemployment levels and remaining or potential renewed shelter-in-place and
social distancing orders. However, given our portfolio of lower ticket, repair
and remodel-oriented products, we expect that demand for our products will be
solid as we recover from the COVID-19 pandemic.

We believe that our present cash balance, cash flows from operations, and
borrowing availability under our Credit Agreement are sufficient to fund our
near-term working capital and other investment needs. We anticipate 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
highly uncertain nature, severity and duration or resurgence of the COVID-19
pandemic and its impact on our customers, suppliers and employees, we are unable
to fully estimate the extent of the impact it may have on our future financial
condition.





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In preparing this Form 10-Q, including our financial statements contained in
this report, we made certain estimates and assumptions that affect or could have
affected the reported amounts of assets and liabilities, disclosure of any
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. As
the impact of the COVID-19 pandemic to our business becomes more certain, we
will update and refine our estimates and assumptions, which could affect the
reported amounts of assets and liabilities and related disclosures, and future
revenues and expenses.

We continue to be committed to the safety and well-being of our employees during
this time, and, led by our cross-functional COVID-19 task force, we are
employing best practices and following guidance from the World Health
Organization and the Centers for Disease Control and Prevention. We have
implemented and are continuing to implement alternative work arrangements to
support the health and safety of our employees, including working remotely and
avoiding large gatherings. In addition, we have modified work areas and
workstations to provide protective measures for employees, are staggering
shifts, practicing social distancing and increasing the cleaning of our
facilities, and in the event that we learn of an employee testing positive for
COVID-19, we are completing contact tracing and requiring impacted employees to
self-quarantine.

                            OUTLOOK FOR THE COMPANY

    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 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. While we
expect to experience softness in the short-term in our businesses as a result of
the COVID-19 pandemic, we remain confident in the fundamentals of our
businesses.

                           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 new home construction, our
ability to maintain our strong brands and reputation and to develop innovative
products, our ability to maintain our competitive position in our industries,
our reliance on key customers, the length and severity of the ongoing COVID-19
pandemic, including its impact on domestic and international economic activity,
consumer demand for our products, our production capabilities, our employees and
our supply chain, the cost and availability of materials and the imposition of
tariffs, our dependence on third-party suppliers, 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 and may
acquire, our ability to attract, develop and retain talented personnel, risks
associated with our reliance on information systems and technology, and our
ability to achieve the anticipated benefits from our investments in new
technology. 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.  The
forward-looking statements in this report speak only as of the date of this
report. Factors or events that could cause our actual results to differ may
emerge from time to time, and it is not possible for us to predict all of them.
Unless required by law, we undertake no obligation to update publicly any
forward-looking statements as a result of new information, future events or
otherwise.


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MASCO CORPORATION
                            Item 4.
                              CONTROLS AND PROCEDURES



a.   Evaluation of Disclosure Controls and Procedures.

    The Company's principal executive officer and principal financial officer
have concluded, based on an evaluation of the Company's disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or
15d-15(e)) as required by paragraph (b) of Exchange Act Rules 13a-15 or 15d-15
that, as of June 30, 2020, the Company's disclosure controls and procedures were
effective.

b. Changes in Internal Control over Financial Reporting.



    In connection with the evaluation of the Company's internal control over
financial reporting that occurred during the quarter ended June 30, 2020, which
is required under the Securities Exchange Act of 1934 by paragraph (d) of
Exchange Rules 13a-15 or 15d-15 (as defined in paragraph (f) of Rule 13a-15),
management determined that there was no change that materially affected or is
reasonably likely to materially affect internal control over financial
reporting.



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                               MASCO CORPORATION

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