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OFFON

MASCO CORPORATION

(MAS)
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

10/27/2021 | 04:06pm EST

THIRD QUARTER 2021 AND THE FIRST NINE MONTHS 2021 VERSUS

           THIRD QUARTER 2020 AND THE FIRST NINE MONTHS 2020


                              SALES AND OPERATIONS

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

                                                           Three Months Ended September 30,                   Percent Change
                                                               2021                    2020                    2021  vs.   2020
Net Sales:
Plumbing Products                                      $           1,329          $     1,141                                  16  %
Decorative Architectural Products                                    875                  842                                   4  %

Total                                                  $           2,204          $     1,983                                  11  %

North America                                          $           1,753          $     1,599                                  10  %
International, principally Europe                                    451                  384                                  17  %
Total                                                  $           2,204          $     1,983                                  11  %


                                                            Nine Months Ended September 30,                   Percent Change
                                                               2021                    2020                    2021  vs.   2020
Net Sales:
Plumbing Products                                      $           3,907          $     2,964                                  32  %
Decorative Architectural Products                                  2,446                2,364                                   3  %

Total                                                  $           6,353          $     5,328                                  19  %

North America                                          $           4,999          $     4,337                                  15  %
International, principally Europe                                  1,354                  991                                  37  %
Total                                                  $           6,353          $     5,328                                  19  %



                                                Three Months Ended September 30,                Nine Months Ended September 30,
                                                    2021                   2020                    2021                    2020
Operating Profit: (A)
Plumbing Products                           $             248          $      271          $             773          $       583
Decorative Architectural Products                         166                 179                        496                  475

Total                                       $             414          $      450          $           1,269          $     1,058

North America                               $             332          $      368          $           1,010          $       899
International, principally Europe                          82                  82                        259                  159
Total                                                     414                 450                      1,269                1,058
General corporate expense, net                            (29)                (26)                       (82)                 (70)
Operating profit                            $             385          $      424          $           1,187          $       988



(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 and nine months ended September 30, 2021
compared to the same periods of 2020.

                                   NET SALES

Net sales increased 11 percent and 19 percent for the three and nine months
ended September 30, 2021, respectively. Excluding acquisitions, divestitures and
the effect of currency translation, net sales increased nine percent and 15
percent for the three and nine months ended September 30, 2021, respectively.
The following table reconciles reported net sales to net sales, excluding
acquisitions, divestitures and the effect of currency translation, in millions:

                                                Three Months Ended September 30,         Nine Months Ended September 30,
                                                     2021                2020                2021                2020
Net sales, as reported                          $     2,204          $   1,983          $     6,353          $   5,328
Acquisitions                                            (59)                 -                 (170)                 -
Divestitures                                              -                (19)                   -                (25)
Net sales, excluding acquisitions and
divestitures                                          2,145              1,964                6,183              5,303
Currency translation                                    (14)                 -                 (104)                 -

Net sales, excluding acquisitions, divestitures and the effect of currency translation $ 2,131 $ 1,964 $ 6,079 $ 5,303




North American net sales increased 10 percent for the three months ended
September 30, 2021. Higher sales volume of plumbing products as well as
favorable net selling prices of paints and other coating products and plumbing
products and to a lesser extent builders' hardware products, in aggregate,
increased sales by nine percent. The acquisitions of Kraus, Work Tools and
Steamist increased sales by three percent. Such increases were partially offset
by lower sales volume of builders' hardware, lighting and paints and other
coating products, which in aggregate decreased sales by two percent. North
American net sales increased 15 percent for the nine months ended September 30,
2021. Higher sales volume of plumbing products, and to a lesser extent, higher
net selling prices of paints and other coating products and plumbing products,
in aggregate, increased sales by 12 percent. The acquisitions of Kraus, Work
Tools and Steamist increased sales by three percent and favorable currency
translation increased sales by one percent. Such increases were slightly offset
by lower sales volume of paints and other coating products, which decreased
sales by one percent.

International net sales increased 17 percent and 37 percent for the three and
nine months ended September 30, 2021, respectively. In local currencies
(including sales in currencies outside their respective functional currencies),
net sales increased 15 percent and 29 percent for the three and nine months
ended September 30, 2021, respectively. Higher sales volume and, to a lesser
extent, favorable sales mix and net selling prices of plumbing products
increased sales by 17 percent and 28 percent for the three and nine months ended
September 30, 2021, respectively. The acquisition of ESS increased sales by
three percent for both the three and nine months ended September 30, 2021. These
increases were slightly offset by the divestiture of Hüppe which decreased sales
by five percent and three percent for the three and nine months ended September
30, 2021, respectively.









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Net sales in the Plumbing Products segment increased 16 percent and 32 percent
for the three and nine months ended September 30, 2021, respectively. Higher
sales volume increased sales by nine percent and 22 percent, and favorable net
selling prices increased sales by four percent and two percent for the three and
nine months ended September 30, 2021, respectively, and favorable sales mix
increased sales by two percent for the nine months ended September 30, 2021. The
acquisitions of Kraus, ESS and Steamist increased sales by four percent and five
percent for the three and nine months ended September 30, 2021, respectively.
Favorable foreign currency translation increased sales by one percent and three
percent for the three and nine months ended September 30, 2021, respectively.
These increases were slightly offset by the divestiture of Hüppe which decreased
sales by two percent and one percent for the three and nine months ended
September 30, 2021, respectively.

Net sales in the Decorative Architectural Products segment increased four
percent for the three months ended September 30, 2021 primarily due to favorable
net selling prices of paints and other coating products and to a lesser extent
builders' hardware and lighting products. Such increases were partially offset
by lower sales volume of builders' hardware, lighting and paints and other
coating products. Net sales in the Decorative Architectural Products segment
increased three percent for the nine months ended September 30, 2021 due to
favorable net selling prices of paints and other coating products and to a
lesser extent higher sales volume of builders' hardware products. Such increases
were partially offset by lower sales volume of paints and other coating
products. The Work Tools acquisition increased sales by one percent for both
periods.

                                OPERATING PROFIT

Our gross profit margin was 34.2 percent and 35.3 percent for the three and nine
months ended September 30, 2021, respectively, compared to 37.9 percent and 36.2
percent for the comparable period of 2020. Gross profit margins for the three
and nine months ended September 30, 2021 were negatively impacted by increased
commodity and transportation costs. This decline was partially offset by
increased sales volume, higher net selling prices and cost savings initiatives
as well as favorable sales mix for the nine month period.

Selling, general and administrative expenses, as a percentage of sales, was 16.7
percent and 16.6 percent for the three and nine months ended September 30, 2021,
respectively, compared to 16.5 percent and 17.6 percent for the comparable
period of 2020. Selling, general and administrative expenses for the three
months ended September 30, 2021 were negatively impacted by increased other
expenses (such as marketing costs, labor costs and travel and entertainment
costs), partially offset by the leverage of fixed expenses due primarily to
increased sales volume. Selling, general and administrative expenses for the
nine months ended September 30, 2021 were positively impacted by leverage of
fixed expenses due primarily to increased sales volume and cost savings
initiatives.

Operating profit in the Plumbing Products segment for the three months ended
September 30, 2021 was negatively impacted by increased commodity,
transportation and marketing costs as well as increased labor costs. These
negative impacts were partially offset by higher net selling prices and
increased sales volume. Operating profit in the Plumbing Products segment for
the nine months ended September 30, 2021 was positively impacted by increased
sales volume, higher net selling prices, favorable sales mix, cost savings
initiatives and a positive currency impact. These positive impacts were
partially offset by increased commodity costs, transportation costs and labor
costs.

Operating profit in the Decorative Architectural Products segment for the three
months ended September 30, 2021 was negatively impacted by increased commodity
costs, lower sales volume and higher transportation and marketing costs. These
negative impacts were partially offset by higher net selling prices, and to a
lesser extent, favorable sales mix. Operating profit in the Decorative
Architectural Products segment for the nine months ended September 30, 2021
benefited primarily from higher net selling prices, cost savings initiatives,
favorable sales mix and lower fixed expenses in our lighting business. These
positive impacts were partially offset by increased commodity costs, lower sales
volume and higher transportation costs.








                                       24
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                          OTHER INCOME (EXPENSE), NET

Interest expense for the three and nine months ended September 30, 2021 was $26
million and $253 million, respectively, compared to $40 million and $110 million
for the three and nine months ended September 30, 2020, respectively. The
decrease in interest expense for the three months ended September 30, 2021 as
compared to the same period in the prior year is due to interest savings related
to debt refinancing in the first quarter of 2021 and the absence of the loss on
debt extinguishment recorded in connection with the early retirement of debt in
the third quarter of 2020. The increase in interest expense for the nine months
ended September 30, 2021 as compared to the same period in the prior year is
primarily due to the $168 million loss on debt extinguishment which was recorded
as additional interest expense in connection with the early retirement of debt
in the first quarter of 2021.

Other, net, for the three and nine months ended September 30, 2021 was $17
million and $438 million, respectively, compared to $4 million and $22 million
for the three and nine months ended September 30, 2020, respectively. Other,
net, for the three and nine months ended September 30, 2021 included $4 million
and $430 million of net periodic pension and post-retirement benefit cost,
respectively, which includes $406 million of settlement loss related to the
termination of our qualified domestic defined-benefit pension plans for the nine
months ended September 30, 2021. Additionally, other, net included a loss of $18
million related to the divestiture of Hüppe for the nine months ended September
30, 2021 and $14 million expense from the revaluation of contingent
consideration related to a prior acquisition for the three and nine months ended
September 30, 2021. These amounts were partially offset by a $14 million gain
recognized on the redemption of the preferred stock of ACProducts Holding, Inc.
and $6 million of related dividend income for the nine months ended September
30, 2021, and $5 million and $7 million of earnings related to equity method
investments for the three and nine months ended September 30, 2021,
respectively.

Other, net, for the three and nine months ended September 30, 2020 included $9
million and $25 million, respectively, of net periodic pension and
post-retirement benefit cost and $3 million and $7 million, respectively, of
dividend income related to preferred stock of ACProducts Holding, Inc. Other,
net for the three and nine months ended September 30, 2020 also included $1
million of foreign currency transaction gains and $6 million of foreign currency
transaction losses, respectively.

                                  INCOME TAXES

Our effective tax rate of 30 percent and 32 percent for the three and nine
months ended September 30, 2021, respectively, was higher than our normalized
tax rate of 25 percent. The increase in the rate was primarily due to an
additional $10 million and $15 million of income tax expense in the three and
nine months ended September 30, 2021, respectively, due to losses providing no
tax benefit in certain jurisdictions from the termination of our qualified
domestic defined-benefit pension plans and a business divestiture. The
nine-month rate was also impacted by a $16 million income tax expense from the
elimination of disproportionate tax effects from accumulated other comprehensive
income (loss) relating to our interest rate swap following the retirement of the
related debt, and the termination of our qualified domestic defined-benefit
pension plans.

Our effective tax rate was 23 percent and 24 percent for the three and nine
months ended September 30, 2020, respectively. Our tax rates were lower than our
normalized tax rate of 25 percent due primarily to a $6 million reduction in
income tax expense in both periods, resulting from IRS guidance released during
the third quarter of 2020, that allows us to exclude certain high-taxed foreign
income from the U.S. tax effects on Global Intangible Low-taxed Income. Also,
our effective tax rate for the nine-month period was lower than our normalized
tax rate due to an additional $5 million income tax benefit on stock-based
compensation.

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

                               MASCO CORPORATION

Income from continuing operations for the three and nine months ended September
30, 2021 was $220 million and $278 million, respectively, compared to $275
million and $618 million for the comparable periods of 2020. Diluted income per
common share from continuing operations for the three and nine months ended
September 30, 2021 was $0.89 and $1.07, respectively, per common share, compared
with $1.05 and $2.31, respectively, per common share for the comparable periods
of 2020.



                                       25
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                          OTHER FINANCIAL INFORMATION

Our current ratio was 1.8 to 1 at both September 30, 2021 and December 31, 2020.

For the nine months ended September 30, 2021, net cash provided by operating activities was $595 million. Our cash flows from operations benefited from higher operating profit, offset by changes in working capital and pension contributions related to the settlement of our qualified domestic defined-benefit pension plans.


For the nine months ended September 30, 2021, net cash used for financing
activities was $1,095 million, primarily due to $1,326 million for the early
retirement of our 5.950% Notes due March 15, 2022, 4.450% Notes due April 1,
2025, and 4.375% Notes due April 1, 2026 and $160 million of related debt
extinguishment costs. Net cash used for financing activities was also impacted
by $878 million for the repurchase and retirement of our common stock (including
0.7 million shares repurchased to offset the dilutive impact of restricted stock
units granted in 2021), $154 million for the payment of cash dividends, $43
million for dividends paid to noncontrolling interest and $14 million for
employee withholding taxes paid on stock-based compensation. These uses of cash
were partially offset by proceeds, net of issuance costs, of $1,481 million due
to the issuances of $600 million of 1.500% Notes due February 15, 2028, $600
million of 2.000% Notes due February 15, 2031 and $300 million of 3.125% Notes
due February 15, 2051.

For the nine months ended September 30, 2021, net cash provided by investing
activities was $43 million, primarily due to the $166 million received, in cash,
for the redemption of the preferred stock of ACProducts Holding Inc., partially
offset by $82 million of capital expenditures and $56 million for the
acquisition of Steamist, Inc.

Our cash and cash investments were $854 million and $1.3 billion at September
30, 2021 and December 31, 2020, 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 $854 million and $1.3 billion of cash and cash investments held at
September 30, 2021 and December 31, 2020, $465 million and $385 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 4, 2021, we issued $600 million of 1.500% Notes due February 15, 2028,
$600 million of 2.000% Notes due February 15, 2031 and $300 million of 3.125%
Notes due February 15, 2051. We received proceeds of $1,495 million, net of
discount, for the issuance of these Notes. The Notes are senior indebtedness and
are redeemable at our option at the applicable redemption price. On March 22,
2021, proceeds from the debt issuances, together with cash on hand, were used to
repay and early retire our $326 million 5.950% Notes due March 15, 2022, $500
million 4.450% Notes due April 1, 2025, and $500 million 4.375% Notes due April
1, 2026. In connection with these early retirements, we incurred a loss on debt
extinguishment of $168 million, which was recorded as interest expense for the
nine months ended September 30, 2021.

On September 18, 2020, we issued $300 million of 2.000% Notes due October 1,
2030 and received proceeds of $300 million, net of discount, for the issuance of
the 2030 Notes. Also on September 18, 2020, we issued an incremental $100
million on our existing 4.500% Notes due May 15, 2047 and received proceeds of
$119 million, including a premium, for the issuance of the 2047 Notes. The
incremental $100 million will form a single series with the existing $300
million of 4.500% Notes due May 15, 2047. The 2030 Notes and 2047 Notes are
senior indebtedness and are redeemable at our option at the applicable
redemption price. On September 29, 2020, proceeds from the debt issuances were
used to repay and early retire our $400 million 3.500% Notes due April 1, 2021.
In connection with this early retirement, we incurred a loss on debt
extinguishment of $6 million, which was recorded as interest expense for the
three and nine months ended September 30, 2020.

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. See Note I to the condensed
consolidated financial statements.



                                       26

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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 September 30, 2021.

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 $45 million at both September 30,
2021 and December 31, 2020. We account for all payments made under the program
as a reduction to our cash flows from operations and reported within our
increase 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 $170 million and
$97 million for our continuing operations during the nine months ended September
30, 2021 and 2020, 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.

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 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.

                COVID-19 IMPACT AND GENERAL BUSINESS CONDITIONS
During 2020, certain aspects of our businesses were adversely affected by the
COVID-19 pandemic. Many, but not all, of our businesses remained operating
because the products we provide are critical to infrastructure sectors and
day-to-day operations of homes and businesses in our communities as defined by
applicable local orders. Operational activity that was previously slowed at
certain of our facilities as a result of the pandemic and governmental orders,
largely resumed normal capacity by the third quarter of 2020. This has enabled
us to progress on fulfilling production backorders that developed, as well as to
meet current consumer demand, which has continued to be strong in the first nine
months of 2021.

We continue to be committed to the safety and well-being of our employees during
this time, and, led by our cross-functional Infectious Illness Response Team, we
are employing best practices and following guidance from the World Health
Organization, the Centers for Disease Control and Prevention and local
authorities.

Finally, we are experiencing and expect to continue to experience higher
commodity and transportation costs, and supply chain disruptions, particularly
disruptions related to our ability to source products, components and raw
materials. We are also experiencing and expect to continue to experience labor
cost inflation and constraints in hiring qualified employees. We plan to offset
the potential unfavorable impact of these items with productivity improvement
and other initiatives.










                                       27
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                            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 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.

                           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 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 confidence, 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 and
diverse 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.

                                       28

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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 September 30, 2021, 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, 2021,
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.



                                       29
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                               MASCO CORPORATION

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