MASMasco

We note your Results of Operations disclosures identify various factors which positively or negatively impacted your results. In future filings, please quantify in dollar or percentage terms, the impact each factor had on the measure of profitability or expense you discuss. Refer to the Commission's MD&A Interpretive guidance found in Commission Release No. 33-8350 as well as Item 303 of Regulation S-K.

The Company respectfully acknowledges the Staff’s comment and confirms that, in future filings beginning with our Form 10-Q for the quarterly period ended June 30, 2024, when two or more factors contribute to a material change in a measure of profitability or expense we discuss, the Company will quantify the impact of each such factor, in dollar or percentage terms, where such quantification is practicable and necessary to an understanding of the material change in the measure of profitability or expense. Read in the reply ↗

In future filings, please provide all disclosures contemplated in ASC 405-50-50-3(a) including a description of the payment terms and whether any assets are pledged as security or other forms of guarantees.

comment and confirms that in future filings, the Company will provide all disclosures contemplated in ASC 405-50-50-3(a). With respect to payment terms, in our Form 10-Q for the quarterly period ended March 31, 2024, the Company provided a range of payment terms associated with a majority of our suppliers in Note G, Supplier Finance Program.

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With respect to any assets pledged as security or other forms of guarantees, currently, under the Company’s voluntary supply chain finance program, the Company does not pledge assets as security or provide other forms of guarantees to the participating financial institutions or third-party administrator. To the extent the

Company pledges assets as security or provides other forms of guarantees in the future, the Company will modify and incorporate into its disclosures, as appropriate.

If you have any further questions or comments, please contact me at 313-792-6021.

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We note your "Accounts Payable days" are 71 days as of December 31, 2018. We further note your Accounts Payable days has increased substantially over the past ten years, with a low of 47 days in 2009, followed by a substantial increase to 63 days in 2011.

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Please tell us if you are engaging in supply chain finance operations and mechanisms, such as reverse factoring or similar methods to increase your Accounts Payable days. Otherwise, please explain how you have been able to achieve such extended accounts payable terms with your suppliers.

From 2009 through 2018, we increased our Accounts Payable days by executing a strategic initiative to extend payment terms with our suppliers. Through successful negotiations, principally by more directly leveraging our purchasing volume, we have significantly extended our payment terms with many of our suppliers. During 2012, we began to facilitate, through a third-party intermediary, a voluntary supply chain finance program between certain suppliers and several participating financial institutions, which to a lesser extent also improved Accounts Payable days.

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From 2012 through 2018, fewer than 3% of our suppliers utilized the program, and less than 10% of our direct material-related purchases were paid under the program in any given year. We retain our right to negotiate with the suppliers that elect to participate in the program and benefit from any negotiated pricing or credit terms. The amounts we pay

Mr. Kevin Stertzel and our payment terms to the participating financial institutions are the same as if we paid our suppliers directly.

Additionally, as disclosed in our Proxy Statements, our Organization and Compensation Committee selects performance metrics for our annual performance program each year, under which our executives and key employees at each of our businesses can earn cash bonuses and restricted stock awards, if the threshold goal is achieved. From 2009 through 2012, the Committee selected cash flow as a metric for this performance program, and from 2013 through 2018, working capital as a percentage of sales was selected by the Committee as a metric for this program. Additionally, from 2009 through 2018, the executive officers selected the metric of average working capital days to incentivize our business unit employees as part of their annual performance program. These metrics reinforce our executive officers’ and other employees’ focus on liquidity, align their incentive compensation measures and are favorably affected by increases in Accounts Payable and corresponding Accounts Payable days.

If you have any further questions or comments, please contact me at 313-792-6044.

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We have reviewed your response to our prior comment. Please address the following: • Tell us the dollar amount of accounts payable that were settled via your supply chain finance program for each year from 2012 to 2018. • Tell us the balance of your accounts payable that represents amounts due to participating financial institutions under your supply chain finance programs as of each year from 2012 to 2018.

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• Provide us an analysis to support your conclusion that amounts settled under your supply chain finance program are accounts payable rather than bank financing. Your analysis should also address the classification of your payments made to the participating financial institutions as well as related disclosure of non-cash financing activities required by ASC 230-10-50-3. • You state in your response that the payment terms to the participating financial institution are the same as if you paid the supplier directly. Please tell us the terms of your supply chain finance arrangements with the participating financial institutions as well as the payment terms with your vendors. • You also state in your response that the program improved your accounts payable days. Please explain how the supply chain finance program increased your accounts payable days outstanding. • Tell us the extent to which the continued improvement to your accounts payable days, and related liquidity, are expected to continue as well as the factors, such as changes in interest rates, that may limit the availability of your supply chain finance programs. • To the extent material, expand your management’s discussion and analysis to address the impact the supply chain finance program has had on your liquidity and whether or not that impact is expected to continue. • Please ensure you have filed as exhibits, all agreements relating to your supply chain finance program.

As discussed on May 20, 2019, Masco Corporation (the “Company”) hereby requests an extension to June 14, 2019, for the date by which the Company must provide its response to the Staff’s comment letter dated May 10, 2019. Read in the reply ↗

Your critical accounting policy related to Goodwill states that your estimated future discounted cash flows projected for all your reporting units were greater than their carrying values. Given the operating loss you sustained in your Windows and Other Specialty Products segment in 2016, please tell us and to the extent necessary, expand your disclosures to provide insight into how the operational issues you mention

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have impacted your goodwill impairment analysis for the reporting units comprising this segment. As part of your disclosure enhancements, please quantify in percentage terms, the extent to which your individual reporting unit fair values exceed their carrying values for every period presented.

We respectfully inform the Staff that our Windows and Other Specialty Products segment is comprised of three reporting units: Milgard, UK Window Group and Arrow Fastener. As of December 31, 2016, the carrying value of goodwill for the Milgard, UK Window Group and Arrow Fastener reporting units was $199 million, $7 million, and $47 million, respectively.

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The goodwill impairment tests for 2016 for Milgard, UK Window Group and Arrow Fastener resulted in fair value in excess of the carrying value by 38%, 202% and 27%, respectively, and we concluded that none of these reporting units were at risk of potential goodwill impairment at December 31, 2016.

The operational issues we disclosed with respect to our Windows and Other Specialty Products segment pertained solely to Milgard. In 2016, Milgard had an operating loss of $19 million due primarily to a $31 million warranty liability adjustment that related to a change in estimate of expected future warranty claim costs primarily for products sold prior to 2016. If we had not adjusted the warranty liability, Milgard would have achieved operating profit in 2016. We currently do not expect any significant changes to the Milgard warranty liability going forward, other than ordinary course changes resulting from future sales. The UK Window Group and Arrow Fastener reporting units each achieved operating profit and positive operating cash flows in 2016.

We use a discounted cash flow model for purposes of determining fair value for our goodwill impairment test. Milgard’s operational issues combined with other assumption changes, including a higher risk premium that resulted in our using a higher discount rate, contributed to a 44% reduction in Milgard’s fair value for 2016 compared to the prior year. Milgard’s goodwill impairment test for 2016 resulted in fair value in excess of carrying value by 38%, despite the reduction in fair value and without fully considering the positive impact we expect from the operational improvement initiatives Milgard implemented in the fourth quarter of 2016. These initiatives include reassignment of key management, reductions in Milgard’s labor force and other cost savings measures.

In our “Critical Accounting Policies and Estimates” disclosure in Management’s Discussion and Analysis of Financial Condition and Results of Operations (the “MD&A”) in our Annual Report on Form 10-K (“our Form 10-K”), on page 18, we disclosed that a 10% decrease in the estimated fair value of our reporting units would not have resulted in any additional analysis of goodwill impairment for any reporting unit. Because each reporting unit in the Windows and Other Specialty Products segment had a fair value substantially in excess of carrying value, we do not believe these reporting units are currently at risk of being impaired. Therefore, we respectfully submit that additional disclosure is not necessary to enhance investor understanding.

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We note the Widows and Other Specialty Products component of your business sustained a loss in fiscal year 2016. In future filings, please enhance your disclosure to more fully discuss and quantify the factors which contributed to the segment’s operating results.

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We note elsewhere in your document that your Milgard business is experiencing operational issues and production inefficiencies, including hiring and retaining qualified labor. Your MD&A for this segment should more fully discuss these matters and any other factors which may have impacted your results.

As disclosed in our “Business Segment Results Discussion” in our MD&A of our Form 10-K, on page 30, the warranty liability adjustment noted in our response to comment 1 above, along with higher labor costs and ERP system implementation costs were the most significant factors affecting the 2016 operating results of our Windows and Other Specialty Products segment.

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In response to the Staff’s comment, in future filings we will provide additional disclosure to more fully discuss and quantify, to the extent needed to enhance investor understanding, factors that may have impacted our operating results or known trends that may in the future impact our operating results for this reporting segment.

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We note the significant increase in your accrual related to pre-existing warranties for your Windows and Other Specialty Products segment. As this accrual does not relate to warranties issued during the current year, please expand your discussion and analysis to provide insight into the products and factors that have contributed to your determination that an increase in the accruals for pre-existing warranties was

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necessary. Please also address the warranty claim trends you have experienced and whether or not you believe the need for additional accruals may be reasonably possible.

The increase in the warranty liability for our Windows and Other Specialty Products segment only related to our Milgard business. Our MD&A of our Form 10-K, on page 20, refers to Note U to our audited consolidated financial statements for the year ended December 31, 2016, on page 73 of our Form 10-K, where we disclose the change in estimate of expected future warranty claims resulting from recent warranty claim trends, including, among other items, the nature and type of claim and estimate of costs to service claims.

In 2014, Milgard replaced a legacy service ticket system with an enhanced

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system based on salesforce.com (SFDC) and Oracle Field Service Cloud (OFSC). As a result of implementing SFDC, Milgard was able to capture additional information relating to warranty service tickets. The OFSC implementation better supported multiple technician routing, including tracking drive time to the customer’s home and to the next job, as well as tracking actual time to complete service jobs. During 2016, Milgard’s management, with the assistance of a third-party consultant, reviewed service claims cost trends, including a shift to increased costs to repair, and commenced refining its valuation model for warranty liability, using in part, the additional data provided by the SFDC and OFSC systems. Although the refinements to the valuation model were not yet completed, in June 2016 Milgard’s management concluded that the additional information that had become available necessitated a $10 million increase in Milgard’s warranty liability. This increase was disclosed in Note G to the condensed consolidated financial statements for the period ended June 30, 2016, on page 11 of our Quarterly Report on Form 10-Q.

The third-party consultant used actuarial analyses and supported Milgard’s evaluation of certain underlying assumptions used in the warranty valuation model. In September 2016 Milgard’s management finalized the development, testing and implementation of the revised warranty valuation model. In using the revised model with the additional information that became available through the implementation of SFDC and OFSC, we determined that a $21 million additional increase in Milgard’s warranty liability was necessary. This increase was disclosed in Note G to the condensed consolidated financial statements for the period ended September 30, 2016, on page 11 of our Quarterly Report on Form 10-Q.

Since the valuation model was fully implemented in the third quarter of 2016, there was no significant change in the fourth quarter to the warranty liability. We also currently do not expect any significant changes to the Milgard warranty liability going forward, other than ordinary course changes resulting from future sales; however, as we have disclosed in our “Critical Accounting Policies and Estimates” in our MD&A on page 20 of our Form 10-K, as well as in the “Warranty” section of Note A to our audited consolidated financial statements on page 44 of our Form 10-K, actual claims incurred could differ from the original estimates, thereby requiring adjustments to previously established accruals.

In response to the Staff’s comment, in our Quarterly Report on Form 10-Q for the period ending March 31, 2017, and in subsequent filings, we will include the following disclosure in the notes to the condensed consolidated financial statements for as long as the relevant 2016 amounts are reported in our filings:

In the second and third quarters of 2016, a business unit in the Windows and Other Specialty Products segment recorded a $10 million and a $21 million increase in its estimate of expected future warranty claims relating to previously sold windows and doors. The change in estimate resulted from the adoption of an improved warranty valuation model and the availability of additional information used to support the estimate of costs to service claims and recent warranty claims trends, including a shift to increased costs to repair.

If you have any further questions or comments, please contact me at 313-792-6044.

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We note that the restricted stock awards listed under “All Other Stock Awards: Number of Shares of Stock” were awarded pursuant to an equity incentive plan. In future filings, please disclose such restricted stock awards in columns (f) through (h) of the Grants of Plan-Based Awards table, or, alternatively, please tell us why you believe the restricted stock awards should be disclosed under column (i) of the table.

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See Item 402(d)(2)(iv) of Regulation S-K and Instruction 8 to Item 402(d).

No reply letter found.

Please refer to comment two in our letter dated March 21, 2011. In future filings, please discuss with greater specificity, the sources of raw materials used in each business segment, as well as their availability. In this regard, we note the disclosure in the first two risk factors on page 11. Refer to Item 101(c)(1)(iii) of Regulation S-K.

We acknowledge the prior comment in your March 21, 2011 letter. In response to that comment we included a discussion of significant raw materials in our business segment section. On page 5 of the Form 10-K we discuss brass, copper and zinc that impact our Plumbing Products segment. Additionally, we discuss the use of insulation in our Installation and Other

Services segment and titanium dioxide in the Decorative Architectural products segment on page 6 of the Form 10-K.

In our 2013

Form 10-K filing, in accordance with Item 101(c)(1)(iii) of Regulation S-K, we will disclose the fact that we

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have multiple sources for the raw materials used in each of our business segments and that we do not foresee any supply constraints for our significant raw materials.

In connection with our responses to the Staff’s comments, I acknowledge, on behalf of Masco

Corporation, that:

Masco Corporation is responsible for the adequacy and accuracy of the disclosures in its filings;

Staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and

Masco Corporation may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under federal securities laws of the United States.

If you have any further questions or comments, please contact me at (313) 792-6044.

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