Masco (MAS) 10-K risk factor changes: FY2021 vs FY2020

Coronavirus Disease [removed: 2019] Risks

The ongoing COVID-19 pandemic [removed: is disrupting our business, and] has and may continue to impact our [added: operations, which may impact our] results [removed: of operations] and [added: our] financial condition.

The spread of COVID-19 [removed: has] created a global health crisis that [removed: has] resulted in widespread disruption to economic activity, both in the U.S. and globally.

Due to the uncertain [removed: nature and potential] duration of the COVID-19 pandemic, we are unable to fully estimate the extent of the impact it may have on the markets in which we operate or our [removed: business at this time.][added: business.]

The extent of such impact will depend on a number of factors, including the duration [removed: and severity] of the COVID-19 pandemic, its effect on our customers, suppliers and employees, its effect on domestic and international economies and markets, including consumer discretionary spending, and the response of governmental authorities.

A [removed: continued] [added: prolonged] disruption of our operations [removed: and an on-going] [added: or] slowdown in domestic and international economic activity could materially and adversely affect our results of operations and financial condition.

To the extent COVID-19 continues to impact our [removed: business, financial position] [added: business] and [removed: results of] [added: our] operations, it may also have the effect of heightening certain of the other risks described in this Annual Report on Form 10-K, such as those relating to our international operations and global [removed: strategies,] [added: strategies and] our dependence on third-party [removed: suppliers, and compliance with covenants under our credit facility.][added: suppliers.]

Adverse changes or uncertainty involving the factors listed [removed: above or] [added: above,] an economic contraction [removed: in the United States and worldwide] [added: or inflationary pressures] could result in a decline in [removed: spending on] residential repair and remodeling activity [removed: and a decline] [added: or] in demand for new home construction, which could adversely affect our results of operations and financial position.

[removed: Future foreign] [added: International] acquisitions [added: that we have made, and international acquisitions that we] may [removed: also] [added: make in the future may continue to] increase our exposure to foreign currency risks and risks associated with interpretation and enforcement of foreign regulations.

Variability in the cost and availability of our raw materials, component parts and finished [removed: goods, including the imposition of tariffs] [added: goods] could affect our results of operations and financial position.

Increases in the cost of the materials we [removed: purchase] [added: purchase, including as a result of availability, tariffs and inflation,] have in the past and may in the future increase the prices for our [removed: products, including as a result of new tariffs.][added: products.]

In addition, water is a significant component of our architectural coatings products and may be subject to [added: shortages and] restrictions [added: on supply] in certain [removed: regions.][added: regions, due to climate-related and other influences.]

If we are not able to sufficiently increase the prices of our products or achieve cost savings to offset increased material and production costs, [removed: including the impact of increasing tariffs,] our results of operations and financial position could be adversely affected.

We are dependent on third-party [removed: suppliers.][added: suppliers and service providers.]

[removed: We are dependent on third-party suppliers for many of our products and components, and our] [added: Our] ability to offer a wide variety of products [removed: depends] [added: and provide high levels of service to our customers depend] on our ability to obtain an adequate and timely supply of [removed: these] products and components.

Failure of our suppliers to timely provide us quality products [added: or services] on commercially reasonable [removed: terms,] [added: terms] or to comply with applicable legal and regulatory [removed: requirements,] [added: requirements] or our [removed: policies regarding our] supplier business [removed: practices,] [added: practices policies,] could have a material adverse effect on our results of operations and financial position or could damage our reputation.

Sourcing these products and components from alternate suppliers, including suppliers from new geographic regions, [added: or re-engineering our products as a result of supplier disruptions,] is time-consuming and costly and could result in inefficiencies or delays in our business [removed: operations.][added: operations or could negatively impact the quality of our products.]

[removed: Accordingly,] [added: In addition,] the loss of critical suppliers, or a substantial decrease in the availability of products or components from our suppliers, [added: has and] could [added: continue to] disrupt our business and [added: may] adversely affect our results of operations and financial position.

If we are unable to effectively manage our supply chain or if we [removed: experience constraints to or disruption in transporting the products or components or we have] [added: continue] to [removed: pay higher] [added: experience such] transportation [added: constraints, disruptions and higher] costs for timely delivery of our products or components, our results of operations and financial position could be adversely affected.

In [removed: 2020, 19] [added: 2021, 21] percent of our sales from continuing operations were made outside of North America (principally in Europe) and transacted in currencies other than the U.S. dollar.

Additionally, [removed: following] [added: as a result of] the United Kingdom's exit from the European Union, we could experience volatility in the currency exchange rates or a change in the demand for our products and services, particularly in our U.K. and European markets, or there could be disruption of our operations and our customers’ and suppliers’ businesses.

To be successful, we must invest significant resources to attract, develop and retain highly qualified, talented and diverse employees at all levels, who have the experience, knowledge and expertise to implement our strategic [added: and business] initiatives.

[removed: From time to time, we] [added: We] have been [added: and continue to be] affected by a shortage of qualified personnel in certain geographic areas.

Our growth, competitive [removed: position and] [added: position,] results of operations and financial position could be adversely affected by our failure to attract, develop and retain key employees and diverse talent, to build strong leadership teams, [added: to successfully implement our talent strategies] or to develop effective succession planning to assure smooth transitions of those employees and the knowledge and expertise they [removed: possess, or by a shortage of qualified employees.][added: possess.]

The uncertainties associated with developing and introducing innovative and improved products, such as gauging changing consumer demands and preferences and successfully developing, manufacturing, [removed: marketing and] [added: marketing,] selling [added: and servicing] these products, may impact the success of our product introductions.

If we do not timely and effectively identify and respond to changing consumer preferences, [removed: including] [added: including, among others,] a continued shift in consumer purchasing practices toward [removed: e-commerce,] [added: e-commerce and increased consumer demand for products with potential desired attributes, such as connected products and sustainable products,] our relationships with our customers and with consumers could be harmed, [added: our ability to retain our customers and consumers may be negatively impacted,] the demand for our brands and products could be reduced and our results of operations and financial position could be adversely affected.

Our public image and reputation are important to maintaining our strong brands and could be adversely affected by various factors, including product quality and service, claims and comments in social media or the press, or a negative perception regarding our company practices, [added: positions or public statements,] including regarding disputes or legal action against us, even if unfounded.

Damage to our public image or reputation could adversely affect our [removed: sales and] results of operations and financial position.

In addition, home center retailers, which have historically concentrated their sales efforts on retail consumers and remodelers, are [added: increasingly] selling directly to professional contractors and [removed: installers, which may adversely affect our margins on our products that contractors and installers would otherwise buy through our dealers and wholesalers.][added: installers.]

As [added: a result of] this [removed: trend continues,] [added: trend,] we [added: have and we] may [added: in the future] experience lower demand for our products or a shift in the mix of some products we sell toward more value-priced or opening price point products, which may affect our [removed: profitability.][added: operating results.]

Our sales are concentrated with [removed: two] [added: three] significant customers and this concentration may continue to increase.

In [removed: 2020,] [added: 2021,] our net sales from our continuing operations to The Home Depot were [removed: $2.8] [added: $3.0] billion (approximately [removed: 39] [added: 36] percent of our consolidated net sales), and our net sales from our continuing operations to [added: Ferguson and] Lowe’s were [added: each] less than 10 percent of our consolidated net sales.

These [removed: home center retailers] [added: customers] can significantly affect the prices we receive for our products and the terms and conditions on which we do business with them.

Additionally, these [removed: home center retailers] [added: customers have in the past and] may [added: in the future] reduce the number of vendors from which they purchase and could make significant changes in their volume of purchases from us.

Although other retailers, dealers, distributors and homebuilders represent other channels of distribution for our products and services, we might not be able to quickly replace, if at all, the loss of a substantial portion of our sales to The Home Depot or the loss of all of our sales to [added: either Ferguson or] Lowe’s, and any such loss would have a material adverse effect on our business, results of operations and financial position.

We rely on information systems and technology, and a breakdown of these systems [added: or interruptions resulting from our implementation of new systems] could adversely affect our results of operations and financial position.

[removed: In addition to the consequences that may occur from interruptions in our systems, global] [added: Global] cybersecurity vulnerabilities, threats and more [added: frequent,] sophisticated and targeted attacks pose a risk to our information technology systems.

These breaches or intrusions have led and could in the future lead to business interruption, production or operational downtime, product shipment delays, exposure or loss of [removed: proprietary, confidential, personal] [added: proprietary confidential] or financial [removed: information,] [added: information or the personal information of our employees or customers,] data corruption, an inability to report our financial results in a timely manner, damage to the reputation of our brands, damage to our relationships with our customers and suppliers, exposure to litigation, and increased costs associated with the remediation and mitigation of such attacks.

In addition, we could be adversely affected if any of our significant [removed: customers or] [added: customers, third-party] suppliers [added: or service providers] experiences any similar events that disrupt their business operations or damage their reputation.

[removed: We] [added: In addition to the consequences that may occur from interruptions in our current systems, we] continue to invest in new technology systems throughout our company, including implementations of and upgrades to Enterprise Resource Planning (“ERP”) systems at our business units.

We operate facilities in the United States and around the world which have been and may continue to be adversely affected by this pandemic, including the closure or reduced capacity of certain of our facilities; delays or disruptions in our ability to source raw materials, components and products; constraints in shipping, transportation and logistics; and decreased employee availability.

We are dependent on third parties for many of our products and components and for certain services.

The operations of the third parties we depend on could be impacted by changing laws, regulations and policies, including those related to climate change, labor availability and by adverse weather conditions, pandemics, and other force majeure events, any of which could result in disruptions to their operations and result in shortages of supply, assertion of force majeure contract provisions and increases in the prices they charge for the raw materials, components and products they produce.

We have experienced and may continue to experience constraints on and disruptions to transporting our raw materials, components and products from our international suppliers and have had to pay higher transportation costs.

- timeliness of transportation and port congestion;

Extreme weather events and changes in climate could adversely impact our results of operations and financial position.

Extreme weather events, such as severe winter and other storms, hurricanes, fires, floods, tornados and droughts, as a result of climate change or other factors, have negatively impacted and may continue to negatively impact our business.

These types of events can be disruptive to our operations and may impact consumer spending.

In addition, we have certain suppliers located in areas that have experienced extreme weather events which have impacted and may continue to impact the availability and cost of some of our raw materials, components and products from time to time.

If the frequency or severity of extreme weather increases, we may experience interruptions to our operations, further impact on our supply chain, increased operating costs or loss or damage to our property or inventory, which could adversely affect our results of operations and financial position.

This shift may adversely affect our margins on our products that contractors and installers would otherwise buy through our dealers and wholesalers, and as home center retailers develop customer experience programs to attract and retain contractors and installers, they may rely on us to support their efforts, which may affect our growth and operating results.

We have been and may continue to be subject to cybersecurity attacks, which could adversely affect our results of operations and financial position.

- wage and hour matters;

- product safety and performance;

We operate facilities in the United States and around the world which are being adversely affected by this pandemic.

The U.S. federal government and numerous state, local and foreign governments implemented certain measures to attempt to slow and limit the spread of COVID-19, including shelter-in-place and social distancing orders, which are subject to change and the respective governmental authorities may tighten such restrictions at any time.

Due to such measures we have experienced, and may continue to experience, the closure of certain of our facilities, delays or disruptions in the supply of raw materials, component parts and services and decreased employee availability, which has resulted and may continue to result in delays in our ability to produce and distribute our products.

In addition, COVID-19 has adversely affected and may continue to adversely affect domestic and international economic activity, including reduced consumer confidence, instability in the credit and financial markets and reduced business and consumer spending, which may adversely affect our results of operations.

Economic uncertainly as a result of COVID-19 may also make it difficult for us and our customers and suppliers to accurately forecast and plan future business activities and may weaken the financial position of some of our suppliers and customers.

We are continuing to take action to mitigate the impact of the COVID-19 pandemic on our business and operations, including through cost reduction measures and other initiatives, however the effectiveness of our mitigation efforts remains uncertain.

For example, the continuing trade dispute between the United States and China has resulted in tariffs which raised the cost of certain of our materials.

There is a risk that additional tariffs on imports from China or new tariffs could be imposed, which could further increase the cost of the materials we purchase or import or the products we manufacture internationally.

We may not experience the anticipated benefits from our investments in new technology.

- minimum wage requirements;

- product compliance;

[removed: This financial] [added: *The following discussion] and [removed: business] analysis should be read in conjunction [removed: with the] [added: with, and is qualified in its entirety by, our] consolidated financial statements [removed: and] [added: (and notes] related [removed: notes.][added: thereto) and other more detailed financial information appearing elsewhere in this Report.]

We sell our products through home center retailers, online retailers, wholesalers and distributors, mass merchandisers, hardware stores, direct to the [removed: consumer] [added: consumer, professional contractors] and homebuilders.

[removed: Our] [added: Operating profit in the] Plumbing Products segment [removed: operating profit] [added: in 2021] was positively impacted by [removed: cost saving initiatives, including actions taken to mitigate the COVID-19 pandemic impact, and] higher sales [removed: volume.][added: volume, favorable net selling prices, positive sales mix, cost savings initiatives and favorable currency translation.]

These positive impacts were partially offset by increased commodity [removed: costs, including tariffs,] [added: costs] and an increase in other expenses (such as [removed: salaries] [added: transportation] and [removed: legal] [added: labor] costs).

These positive impacts were partially offset by [removed: unfavorable net selling prices,] higher [removed: fixed expenses in our lighting business,] [added: commodity costs] and an increase in other expenses (such as [removed: salaries, legal costs,] [added: transportation] and [removed: advertising).][added: marketing costs), as well as a goodwill impairment charge in our lighting business.]

[removed: COVID-19] [added: COVID-19] Impact and [removed: Response][added: General Business Conditions]

Our discussion and analysis of our financial condition and results of operations is based upon our consolidated financial statements, which have been prepared in accordance with [removed: accounting principles generally accepted in the United States of America ("GAAP").][added: GAAP.]

We regularly review our estimates and assumptions, which are based upon historical experience, as well as current economic conditions and various other factors [removed: (including the anticipated impact of the COVID-19 pandemic)] that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of certain assets and liabilities and related disclosures, and future revenues and expenses, that are not readily apparent from other sources.

[removed: Revenue] [added: Revenue] Recognition and [removed: Receivables][added: Receivables]

Allowances are estimated based upon specific customer balances, where a risk of loss has been identified, and also include a provision for losses based upon historical collection [added: experience] and write-off activity as well as reasonable and supportable forecast information that considers macro-economic factors and industry-specific trends associated with our businesses, among others.

[removed: Goodwill] [added: Goodwill] and Other Intangible [removed: Assets][added: Assets]

Our assumptions included U.S. [removed: Gross Domestic Product growing at approximately 4.2 percent in 2021] and [removed: develop into a relatively stable 2.8 percent each year thereafter, and a eurozone] [added: Eurozone] Gross Domestic Product growing at approximately [removed: 5.2] [added: 3.8] percent [added: and 4.5 percent, respectively,] in [removed: 2021] [added: 2022] and [removed: developing into a relatively stable 2.2 percent] per annum over the five-year forecast.

We utilize our weighted average cost of capital of approximately [removed: 8.0] [added: 7.5] percent as the basis to determine the discount rate to apply to the estimated future cash flows.

In [removed: 2020,] [added: 2021,] based upon our assessment of the risks impacting each of our businesses, we applied a risk premium to increase the discount rate to a range of [removed: 10.0] [added: 9.0] percent to [removed: 12.0] [added: 11.5] percent for our reporting units.

In the fourth quarter of [removed: 2020,] [added: 2021,] we estimated that future discounted cash flows projected for [removed: all of] our [removed: reporting units] [added: other indefinite-lived intangible assets] were greater than the carrying values.

A 10 percent decrease in the estimated fair value of our [added: other] reporting units would [added: not] have resulted in [removed: a $6 million impairment to one of our reporting units.][added: any additional goodwill impairment.]

In [removed: 2020,] [added: 2021,] based upon our assessment of the risks impacting each of our businesses and the nature of the trade name, we applied a risk premium to increase the discount rate to a range of [removed: 11.0] [added: 10.0] percent to [removed: 12.5] [added: 15.5] percent for our other indefinite-lived intangible assets.

A 10 percent decrease in the estimated fair value of our other indefinite-lived [removed: intangible] [added: intangibles] assets would [added: not] have resulted in [removed: a $3 million] [added: an] impairment for [removed: one] [added: any] of our [removed: trade names.][added: other indefinite-lived intangible assets.]

Refer to Note [removed: N] [added: O] to the consolidated financial statements for additional information.

[removed: Income Taxes][added: Income Taxes]

[removed: We] [added: As a result, we] maintain a [added: $17 million] valuation allowance on certain state and foreign deferred tax assets as of December 31, [removed: 2020.][added: 2021.]

[removed: Corporate] [added: Corporate] Development [removed: Strategy][added: Strategy]

[removed: Overview] [added: Overview] of Capital [removed: Structure][added: Structure]

Our capital allocation strategy includes reinvesting in our business, balancing share repurchases with potential acquisitions and maintaining [removed: an appropriate] [added: a meaningful] dividend.

We had cash and cash investments of approximately [added: $926 million and] $1.3 billion at December 31, [removed: 2020.][added: 2021 and 2020, respectively.]

Of the [removed: $1.3 billion and $697 million of] cash and cash investments we held at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively, [removed: $385] [added: $490] million and [removed: $297] [added: $385] million, respectively, was held in our foreign subsidiaries.

Our current ratio was 1.8 to 1 at both December 31, [removed: 2020] [added: 2021] and [removed: 2019.][added: 2020.]

Our total debt as a percent of total capitalization was [removed: 87] [added: 98] percent and [removed: 102] [added: 87] percent at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] respectively.

[removed: Senior Indebtedness][added: Senior Indebtedness]

On September 18, 2020, we issued $300 million of [removed: 2.0%] [added: 2.000%] Notes due October 1, 2030 (the "2030 Notes") 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 [removed: 4.5%] [added: 4.500%] Notes due May 15, 2047 (the "2047 Notes") and received proceeds of $119 million, including a premium, for the issuance of the 2047 Notes.

The incremental $100 million formed a single series with the existing $300 million of [removed: 4.5%] [added: 4.500%] Notes due May 15, 2047.

On September 29, 2020, proceeds from the debt issuances were used to repay and early retire [added: our] $400 million [removed: of our 3.5%] [added: 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 in our consolidated [removed: statement] [added: statements] of operations.

In connection with [removed: this] [added: these] early [removed: retirement,] [added: retirements,] we incurred a loss on debt extinguishment of [removed: $2] [added: $168] million, which was recorded as interest expense in [removed: our] [added: the] consolidated [removed: statement] [added: statements] of operations.

[removed: Credit Agreement][added: Credit Agreement]

Under the [added: Amended] 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 L to the consolidated financial [removed: statements.][added: statements for additional information.]

The [added: Amended] 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 [added: Amended] Credit Agreement at December 31, [removed: 2020.][added: 2021.]

Further, you should read the following discussion and analysis of our financial condition and results of operations together with the “Risk Factors” included elsewhere in this Report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

See also “Cautionary Statement Concerning Forward-Looking Statements” at the beginning of this report.*

Overview

Recent Trends

The COVID-19 pandemic has significantly disrupted global economic activity, including our workforce and operations, as well as the operations of our customers and suppliers.

There remains substantial uncertainty regarding the global economic impact of, and the speed and shape of the recovery from, the ongoing COVID-19 pandemic and the resulting impact on our future operations and financial results.

We are experiencing, and may 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 may continue to experience labor cost inflation and constraints in hiring qualified employees.

We aim to offset the potential unfavorable impact of these items with productivity improvement and other initiatives.

These include the disclosure of net sales, operating profit and operating profit margins adjusted for certain items.

We discuss our consolidated results as well as our Business Segment and Geographic Area results of operations for the year ended December 31, 2021 versus December 31, 2020.

A detailed discussion of our consolidated, Business Segment and Geographic Area results of operations for the years ended December 31, 2020 compared to the year ended December 31, 2019 can be found under “Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Part II of our Annual Report on Form 10-K for the year ended December 31, 2020, which was filed with the SEC on February 9, 2021.

Below is a summary of our net sales, in millions, for the years ended December 31, 2021 and 2020:

| | | | 2021 | | | | | | 2020 | | | | | | Favorable / (Unfavorable) | | |

| Acquisitions | | | (231) | | | | | | — | | | | | | (231) | | |

| Net sales, excluding acquisitions and divestitures | | | 8,144 | | | | | | 7,145 | | | | | | 999 | | |

Net sales for 2021 increased primarily due to:

- Higher sales volume of plumbing products which increased sales by nine percent.

*•*The acquisitions of Kraus USA Inc. ("Kraus"), Easy Sanitary Solutions B.V. ("ESS"), Work Tools International Inc. and Elder & Jenks, LLC (collectively, "Work Tools") and Steamist, Inc. ("Steamist") increased sales by three percent.

- Favorable sales mix of plumbing products increased sales by one percent.

These amounts were slightly offset by:

*•*The divestiture of our Hüppe GmbH ("Hüppe") business decreased sales one percent.

Gross Profit and Gross Margin

Below is a summary of our gross profit, in millions, and gross margin for the years ended December 31, 2021 and 2020:

| | | | Year Ended December 31, | | | | | | | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | Favorable / (Unfavorable) | | |

| Gross profit | | | $ | 2,863 | | | | | $ | 2,587 | | | | | $ | 276 | |

| Gross margin | | | 34.2 | | % | | | | 36.0 | | % | | | | (180) bps | | |

The 2021 gross profit margin was negatively impacted by:

- Increased commodity, transportation and labor costs.

These amounts were partially offset by:

- Increased sales volume.

- Favorable net selling prices.

- Cost savings initiatives.

- Favorable sales mix.

Selling, General and Administrative Expenses

Below is a summary of our selling, general and administrative expenses, in millions, and selling, general and administrative expenses as a percentage of net sales for the years ended December 31, 2021 and 2020:

| | | | Year Ended December 31, | | | | | | | | | | | | | | |

| | | | 2021 | | | | | | 2020 | | | | | | (Favorable) / Unfavorable | | |

The financial and business analysis below provides information which we believe is relevant to an assessment and understanding of our consolidated financial position, results of operations and cash flows.

The following discussion and certain other sections of this Report contain 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.

In addition to the various factors included in the "Executive Level Overview," "Critical Accounting Policies and Estimates" and "Outlook for the Company" sections, 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" of this Report.

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.

Executive Level Overview

2020 Results

Net sales were positively impacted by increased sales volume across our two segments.

Such increases were partially offset by unfavorable net selling prices in our Decorative Architectural Products segment.

Our Decorative Architectural Products segment operating profit benefited primarily from higher sales volume mostly due to paints and other coating products, as well as cost savings initiatives, including actions taken to mitigate the COVID-19 pandemic impact.

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.

During 2020, certain aspects of our businesses were adversely affected by the COVID-19 pandemic.

Many, but not all, of our businesses remained operating in 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, some of our facilities experienced reduced capacity due to social distancing requirements and/or full closures ranging from a few days to 6-8 weeks, and 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.

Operational activity that was previously slowed at certain of our facilities, as a result of the pandemic and governmental orders, largely resumed operations at normal capacities by the third quarter of 2020 enabling them to progress on the fulfillment of production backlogs that developed in the first half of the year as well as to meet current consumer demand.

Finally, we may experience supply chain disruptions, particularly disruptions related to our ability to source plumbing, lighting and builders’ hardware products.

Given our portfolio of lower ticket, repair and remodel-oriented product and the increased demand for repair and remodel spending, we experienced strong consumer demand in 2020.

These levels of demand may or may not continue and we may experience an adverse impact in our 2021 results due to economic contraction as a result of continued high unemployment levels and remaining or potential renewed shelter-in-place and social distancing orders.

The COVID-19 pandemic and the mitigating measures taken by many countries have adversely impacted and could in the future materially adversely impact the Company’s business, results of operations and financial condition.

During 2020, we implemented mitigating efforts to manage operating spend and preserve cash and liquidity including the temporary suspension of our share repurchase activity beginning in the second quarter of 2020, which we resumed in the fourth quarter of 2020.

Currently, we have not identified, and will continue to monitor for, any substantive risk attributable to customer credit and have not experienced a significant impact from permanent store closures or retail bankruptcies.

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 have employed best practices and followed 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, requiring the use of face coverings, 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.

Our weighted average cost of capital in 2020 was consistent with 2019.

Accordingly, we did not recognize any impairment charges for goodwill.

In the fourth quarter of 2020, we estimated that future discounted cash flows projected for our other indefinite-lived intangible assets were greater than the carrying values.

Employee Retirement Plans

As of January 1, 2010, substantially all our domestic and foreign qualified and domestic non-qualified defined-benefit pension plans were frozen to future benefit accruals.

Accounting for defined-benefit pension plans involves estimating the cost of benefits to be provided in the future, based upon vested years of service, and attributing those costs over the time period each employee works.

We develop our pension costs and obligations from actuarial valuations.

Inherent in these valuations are key assumptions regarding expected return on plan assets, mortality rates and discount rates for obligations and expenses.

We consider current market conditions, including changes in interest rates, in selecting these assumptions.

While we believe that the estimates and assumptions underlying the valuation methodology are reasonable, different estimates and assumptions could result in different reported pension costs and obligations within our consolidated financial statements.

We are exposed to the impact of changes in interest rates and foreign currency exchange rates, particularly changes between the U.S. dollar and the European euro, British pound, Canadian [removed: dollar,] [added: dollar] and Chinese renminbi, and to market price fluctuations related to our financial investments.

At December 31, [removed: 2020,] [added: 2021,] we performed sensitivity analyses to assess the potential loss in the fair values of market risk sensitive instruments resulting from a hypothetical change of 10 percent in foreign currency exchange rates, a 10 percent decline in the market value of our long-term investments, or a 100 basis point change in interest rates.

Masco Corporation [added: and its subsidiaries (the “Company”)] is a global leader in the design, manufacture and distribution of branded home improvement and building products.

We believe that our solid results of operations and financial position for [removed: 2020] [added: 2021] resulted from strong consumer demand for our lower ticket, repair and remodel-oriented products [removed: and increased spending on repair and remodel activity,] along with our continued focus on our three strategic pillars:

[removed: Additionally in 2020,] [added: Additionally,] we continued to return value to our shareholders by repurchasing approximately [removed: 18.8] [added: 17.6] million shares of our common stock and increasing our quarterly dividend by approximately [removed: 4] [added: 68] percent.

- Our plumbing products include faucets, showerheads, handheld showers, valves, bath hardware and accessories, bathing units, shower bases and enclosures, [removed: sinks] [added: shower drains, steam shower systems, sinks, kitchen accessories] and toilets.

We [added: primarily] sell these products to home center [removed: and] [added: retailers,] online [removed: retailers and to] [added: retailers, mass merchandisers,] wholesalers and distributors that, in turn, sell them to plumbers, building contractors, remodelers, smaller retailers and consumers.

The majority of our faucet, bathing and showering products are sold primarily in North [removed: America and] [added: America,] Europe [added: and China] under the brand names DELTA®, BRIZO®, PEERLESS®, HANSGROHE®, AXOR®, KRAUS®, [added: EASY DRAIN®, STEAMIST®, ELITESTEAM®,] GINGER®, NEWPORT BRASS®, BRASSTECH® and WALTEC®.

These systems include touchless activation, voice activation, controlled volume dispensing and provide for monitoring and controlling the temperature and flow of water and are compatible with a [removed: wide] range of faucets, showerheads and other showering components.

- We also supply high-quality, custom thermoplastic solutions, extruded plastic profiles and specialized fabrications, as well as PEX tubing, to manufacturers, distributors and wholesalers for use in diverse applications that include faucets and plumbing supplies, appliances, oil and gas equipment, building products and [removed: automotive] [added: medical equipment] components.

Competitors of the majority of our products in this segment include [added: Dornbracht AG & Co. KG,] Elkay Manufacturing Company, Fortune Brands Home & Security, Inc.'s Moen, Rohl and Riobel brands, Kohler Co., Lixil Group Corporation’s American Standard and Grohe [removed: brands and] [added: brands,] Spectrum Brands Holdings, [removed: Inc.’s] [added: Inc.'s] Pfister [removed: faucets.][added: faucets and private label brands.]

Competitors of our spas and exercise pools and systems include Artesian Spas, Jacuzzi and Master Spas [removed: brands.][added: brands, among others.]

[removed: We] [added: Additionally, we] face significant competition from private label products and digitally native brands.

Many of the faucet and showering products with which our products compete are manufactured by [added: low-cost] foreign manufacturers that contribute to price competition.

We have multiple sources, both domestic and foreign, for [removed: the] [added: our] raw materials used in this segment.

To help reduce the impact of this volatility, from time to time we may enter into long-term agreements with certain significant [removed: suppliers or, occasionally, use derivative instruments.][added: suppliers.]

Net sales of architectural coatings comprised approximately [removed: 33] [added: 30] percent, [removed: 31] [added: 33] percent and [removed: 30] [added: 31] percent of our consolidated net sales from our continuing operations in [added: 2021,] 2020, [removed: 2019,] and [removed: 2018,] [added: 2019,] respectively.

The granting of exclusivity affects our ability to sell those products and brands to other [removed: customers] [added: customers,] and the loss of this segment’s sales to The Home Depot would have a material adverse effect on this segment’s business and on our consolidated business as a whole.

[removed: Titanium dioxide and acrylic] [added: Acrylic] resins [added: and titanium dioxide] are principal raw materials in the manufacture of architectural coatings.

The price of acrylic resins fluctuates based on the price of its components, which can [removed: also] have a material impact on our costs and results of operations in this segment.

In addition, the prices of crude oil, natural [removed: gas] [added: gas, propylene, methyl methacrylate (MMA), zinc] and certain petroleum by-products can impact our costs and results of operations in this segment.

We [added: also] have agreements with certain significant suppliers for this segment that are intended to help assure continued supply.

We have encountered price volatility for propylene and MMA and, to a lesser [removed: extent in this segment,] [added: extent,] zinc.

We [removed: are focused on] [added: have developed] three [removed: key] strategic talent priorities: leadership, diversity, equity and inclusion, and [removed: our] future workforce.

Our Chief Human Resources Officer is responsible for developing and executing our human capital strategy and provides regular updates to our Board of Directors’ Organization and Compensation Committee on our progress toward the achievement of [removed: our] [added: these] strategic initiatives.

We support and [removed: grow] [added: foster the growth of] our employees by providing [removed: continuous] development [removed: practices] [added: opportunities] and tools that build and strengthen leadership capabilities.

[removed: Our leadership framework] [added: We use our Leadership Framework, which] is [removed: designed] [added: our internal leadership evaluation framework,] to [added: define the capabilities and attributes and behaviors that] serve as the foundation for how we select, develop and measure the performance of our leaders.

We [removed: have also placed a specific focus] [added: are focused] on building a [removed: coaching] [added: continuous learning] culture by enabling frequent and candid feedback discussions about performance and development between employees and their managers, across peers, and within teams.

- Our communities: how we can help increase access, equity, and inclusion [removed: with our diverse] [added: through strong] community partners [added: and business partnerships]

[removed: We] [added: There] are [removed: consistently working to identify the] critical capabilities [added: that] our employees and [removed: the] [added: our] organization need to help us achieve our businesses objectives.

We leverage our Masco Operating [removed: System] [added: System, our methodology] to [added: drive growth and productivity, to] ensure [added: that] our businesses are focused on [removed: the right] [added: building these critical organizational] capabilities [removed: and are providing] [added: by ensuring they have] the right [added: structure, talent,] tools, [removed: training] and [removed: structure to building these new and important skills.][added: training in place.]

In support of our safety efforts, we identify, [removed: assess] [added: assess,] and investigate incidents and injury data, and each year set a goal to improve key safety performance indicators.

At December 31, [removed: 2020,] [added: 2021,] we employed approximately [removed: 18,000] [added: 20,000] people.

In 2021, we completed the divestiture of our Hüppe GmbH ("Hüppe") business.

We also completed the purchase of a 75.1 percent equity interest in Easy Sanitary Solutions B.V. ("ESS") and all of the share capital of Steamist, Inc. ("Steamist").

To help reduce the impact of this price volatility, we have and may in the future enter into long-term agreements with certain significant suppliers.

We believe the performance of our Company is impacted by our human capital management, and as a result we are focused on attracting, developing and retaining highly qualified, engaged and diverse employees.

We believe that our human capital initiatives work together to help our employees grow and thrive, cultivate a culture where our employees feel like they belong and keep our employees healthy and safe in the workplace.

To develop a sustainable pipeline of leaders, we have robust and proactive talent management and succession planning processes to support our businesses.

In addition, our Board of Directors and executive management team regularly review our Company’s critical leadership roles and succession plans.

We strive to cultivate a sense of belonging for our employees.

- Our marketplace: how we deliver innovative solutions that meet the needs of all our consumers and customers

Each strategic focus area has a series of enterprise-wide initiatives, and our businesses have aligned plans that are tailored to meet their specific needs.

Our enterprise DE&I Council along with business unit councils and employee resource groups serve as advisors, ambassadors and change agents in implementing our enterprise-wide initiatives and their business unit plans.

Our workforce representation statistics are one indicator of our performance in advancing a diverse workforce.

Following is our workforce representation statistics as of December 31, 2021:

- In the U.S., our leadership team is comprised of 31 percent women and 26 percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of 24 percent and 20 percent, respectively.

The EEO-1 leadership benchmark includes executive-level/senior-officials and managers, and first-level officials and managers.

- In the U.S., our salaried workforce is comprised of approximately 36 percent women and 29 percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of 27 percent and 26 percent, respectively.

The EEO-1 salaried employees benchmark includes leadership, professionals and technicians.

- In the U.S., our hourly workforce, which includes hourly and exception hourly, is comprised of 38 percent women and 53 percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of 28 percent and 37 percent, respectively.

The EEO-1 hourly employees benchmark includes all other EEO categories we did not include in the EEO-1 leadership and salaried benchmark.

We have established specific aspirational workforce representation goals for our U.S. workforce along with goals linked to employees’ experiences related to inclusion and belonging.

Progress towards these goals is measured on an annual basis and is reviewed by our Organization and Compensation Committee of our Board of Directors and executive management team.

We describe those goals in our Corporate Social Responsibility report, which is not incorporated by reference into this Annual Report on Form 10-K.

Employee Engagement

In order to engage and retain our employees, we listen to our employees to understand their perspectives, needs and ideas by leveraging various forums, tools, and methods including surveys to measure key insights related to employee engagement, inclusion, well-being, and leadership, among others.

We communicate and train our workforce on the importance of safe work practices.

We also regularly consult with our employees on safety-related improvements to our operations.

Throughout 2021, our cross-functional Infectious Illness Response Team updated protocols and procedures to continue to help keep our employees safe during the ongoing COVID-19 pandemic.

We continued to implement the best practices and recommendations from the World Health Organization, the Centers for Disease Control, and the Department of Labor (OSHA).

We encouraged our employees to receive COVID-19 vaccinations across our organization through educational outreach, on-site vaccination clinics, and paid time off to receive the COVID-19 vaccine.

In 2020, we completed the divestiture of our Masco Cabinetry business ("Cabinetry"), and completed the acquisitions of Kraus USA Inc. ("Kraus"), Work Tools International Inc. and Elder & Jenks, LLC (collectively "Work Tools"), and SmarTap A.Y Ltd. ("SmarTap").

We also entered into an agreement in November 2020 to purchase a majority stake in Easy Sanitary Solutions B.V. ("ESS").

This transaction closed on January 4, 2021.

Our HÜPPE® shower enclosures and shower trays are sold through wholesale channels primarily in Europe.

Certain products in our Decorative Architectural Products segment contain propylene, methyl methacrylate (MMA), titanium dioxide and zinc.

We believe that the performance of our Company is impacted by our human capital management, and as a result we consistently work to attract, select, develop, engage and retain strong, diverse talent.

We believe that all of our human capital initiatives work together to assure we have an environment where our employees are engaged, feel a sense of belonging, and can reach their full potential.

For the past several years, we have strived to create a culture of inclusion, reduce bias in our talent practices, and invest in and engage with our communities.

- Our marketplace: how we represent our consumers and use our buying power to support advancing economic equity

We are refining strategic objectives and expectations within each of these focus areas.

We are also developing multiple internal channels to increase communication and opportunity for engagement among our employees.

In 2020, we established a global, enterprise DE&I Council and several local councils and employee resource groups at our business units and our corporate headquarters to help implement action plans tailored to their specific needs and challenges.

We train, promote, consult and communicate with our workforce in this process.

In 2020, the Coronavirus Disease 2019 ("COVID-19") pandemic highlighted the importance of employee welfare.

Our cross-functional Infectious Illness Response Team reacted quickly to keep our employees safe through the implementation of policies and safety measures that adhered to best practices from the World Health Organization and the Centers for Disease Control.

For the fiscal year ended December 31, [removed: 2020][added: 2021]

The aggregate market value of the Registrant's Common Stock held by non-affiliates of the Registrant on June 30, [removed: 2020] [added: 2021] (based on the closing sale price of [removed: $50.21] [added: $58.91] of the Registrant's Common Stock, as reported by the New York Stock Exchange on such date) was approximately [removed: $13,053,334,100.][added: $14,501,171,300.]

Number of shares outstanding of the Registrant's Common Stock at January 31, [removed: 2021:][added: 2022:]

[removed: 257,142,348] [added: 239,926,257] shares of Common Stock, par value $1.00 per share

Portions of the Registrant's definitive Proxy Statement to be filed for its [removed: 2021] [added: 2022] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

[removed: 2020] [added: 2021] Annual Report on Form 10-K

| [removed: [1A.](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_16)] [added: [1A.](#i3c713ab283bf4abba75445a3c6f215ee_16)] | | | | | | [Risk [removed: Factors](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_16)] [added: Factors](#i3c713ab283bf4abba75445a3c6f215ee_16)] | | | | | | [removed: [6](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_16)] [added: [8](#i3c713ab283bf4abba75445a3c6f215ee_16)] | | |

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| [removed: [10.](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_220)] [added: [10.](#i3c713ab283bf4abba75445a3c6f215ee_196)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_220)] [added: Governance](#i3c713ab283bf4abba75445a3c6f215ee_196)] | | | | | | [removed: [83](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_220)] [added: [84](#i3c713ab283bf4abba75445a3c6f215ee_196)] | | |

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| [removed: [16.](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_241)] [added: [16.](#i3c713ab283bf4abba75445a3c6f215ee_217)] | | | | | | [Form 10-K [removed: Summary](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_241)] [added: Summary](#i3c713ab283bf4abba75445a3c6f215ee_217)] | | | | | | [removed: [87](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_241)] [added: [88](#i3c713ab283bf4abba75445a3c6f215ee_217)] | | |

| | | | | | | [PART I](#i3c713ab283bf4abba75445a3c6f215ee_10) | | | | | | | | |

| [1.](#i3c713ab283bf4abba75445a3c6f215ee_13) | | | | | | [Business](#i3c713ab283bf4abba75445a3c6f215ee_13) | | | | | | [2](#i3c713ab283bf4abba75445a3c6f215ee_13) | | |

| [2.](#i3c713ab283bf4abba75445a3c6f215ee_22) | | | | | | [Properties](#i3c713ab283bf4abba75445a3c6f215ee_22) | | | | | | [15](#i3c713ab283bf4abba75445a3c6f215ee_22) | | |

| | | | | | | [PART II](#i3c713ab283bf4abba75445a3c6f215ee_31) | | | | | | | | |

| [6.](#i3c713ab283bf4abba75445a3c6f215ee_37) | | | | | | [\[Reserved\]](#i3c713ab283bf4abba75445a3c6f215ee_37) | | | | | | [18](#i3c713ab283bf4abba75445a3c6f215ee_37) | | |

| | | | | | | [PART III](#i3c713ab283bf4abba75445a3c6f215ee_193) | | | | | | | | |

| | | | | | | [PART IV](#i3c713ab283bf4abba75445a3c6f215ee_211) | | | | | | | | |

| | | | | | | [Signatures](#i3c713ab283bf4abba75445a3c6f215ee_220) | | | | | | [89](#i3c713ab283bf4abba75445a3c6f215ee_220) | | |

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 reputation and to develop innovative products, our ability to maintain our competitive position in our industries, our reliance on key customers, the duration of the ongoing COVID-19 pandemic, including its impact on domestic and international economic activity, consumer discretionary spending, our employees and our supply chain, the cost and availability of materials, our dependence on third-party 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 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 risks associated with cybersecurity vulnerabilities, threats and attacks.*

*These and other factors are discussed in detail in Item 1A.

"Risk Factors" of this Report.

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*.

| | | | | | | [PART I](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_10) | | | | | | | | |

| [1.](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_13) | | | | | | [Business](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_13) | | | | | | [2](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_13) | | |

| [2.](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_22) | | | | | | [Properties](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_22) | | | | | | [12](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_22) | | |

| | | | | | | [PART II](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_31) | | | | | | | | |

| [6.](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_37) | | | | | | [Selected Financial Data](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_37) | | | | | | [16](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_37) | | |

| | | | | | | [PART III](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_217) | | | | | | | | |

| | | | | | | [PART IV](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_235) | | | | | | | | |

| | | | | | | [Signatures](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_244) | | | | | | [88](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_244) | | |

The table below lists principal North American properties as of December 31, [removed: 2020.][added: 2021.]

| Plumbing Products | | | | | | [removed: 21] [added: 22] | | | | | | [removed: 8] [added: 11] | | |

| Decorative Architectural Products | | | | | | 8 | | | | | | [removed: 18] [added: 19] | | |

| Totals | | | | | | [removed: 29] [added: 30] | | | | | | [removed: 26] [added: 30] | | |

The table below lists principal properties outside of North America as of December 31, [removed: 2020.][added: 2021.]

| Plumbing Products | | | | | | 10 | | | | | | [removed: 16] [added: 17] | | |

| Totals | | | | | | 10 | | | | | | [removed: 16] [added: 17] | | |

We regularly review our anticipated requirements for facilities and, on the basis of that review, may from time to time build, acquire or lease additional facilities, or expand additional facilities.

Our buildings, machinery and equipment have been generally well maintained and are in good operating condition.

We believe our facilities have sufficient capacity and are adequate for our production and distribution requirements.

On January 31, [removed: 2021,] [added: 2022,] there were approximately [removed: 2,900] [added: 2,700] holders of record of our common stock.

[removed: In September 2019,] [added: Effective February 10, 2021,] 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 [removed: otherwise.][added: otherwise, replacing the previous Board of Directors authorization established in 2019.]

[removed: During 2020, we] [added: We] repurchased and retired [removed: 18.8] [added: 17.6] million shares of our common stock [removed: (including 0.4 million shares to offset the dilutive impact of restricted stock units granted during] [added: for] the [removed: year),] [added: year ended December 31, 2021] for approximately [removed: $727] [added: $1,026] million.

At December 31, [removed: 2020,] [added: 2021,] we had [removed: $774] [added: $1,128] million remaining under the [removed: 2019] [added: 2021] authorization.

The following table provides information regarding the repurchase of our common stock for the three-month period ended December 31, [removed: 2020.][added: 2021.]

The table below compares the cumulative total shareholder return on our common stock with the cumulative total return of (i) the Standard & Poor's 500 Composite Stock Index ("S&P 500 Index"), (ii) The Standard & Poor's Industrials Index ("S&P Industrials Index") and (iii) the Standard & Poor's Consumer Durables & Apparel Index ("S&P Consumer Durables & Apparel Index"), from December 31, [removed: 2015] [added: 2016] through December 31, [removed: 2020,] [added: 2021,] when the closing price of our common stock was [removed: $54.93.][added: $70.22.]

The graph assumes investments of $100 on December 31, [removed: 2015] [added: 2016] in our common stock and in each of the three indices and the reinvestment of dividends.

[removed: ][added: ]

The table below sets forth the value, as of December 31 for each of the years indicated, of a $100 investment made on December 31, [removed: 2015] [added: 2016] in each of our common stock, the S&P 500 Index, the S&P Industrials Index and the S&P Consumer Durables & Apparel Index and includes the reinvestment of dividends.

| | | | [removed: 2016] [added: 2017] | | | | | | [removed: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | |

The Board of Directors declared a quarterly dividend of $0.28 per share in the first quarter of 2022 with the intention to increase the annual dividend to $1.12 per share.

This included 0.7 million shares to offset the dilutive impact of restricted stock units granted in 2021.

| 10/1/21 - 10/31/21 | | | 886,339 | | | | | | $ | 56.42 | | | | | 886,339 | | | | | | $ | 1,226,445,766 | |

| 11/1/21 - 11/30/21 | | | 479,801 | | | | | | $ | 66.70 | | | | | 479,801 | | | | | | $ | 1,194,441,196 | |

| 12/1/21 - 12/31/21 | | | 978,015 | | | | | | $ | 67.49 | | | | | 978,015 | | | | | | $ | 1,128,431,724 | |

| Total for the quarter | | | 2,344,155 | | | | | | $ | 63.15 | | | | | 2,344,155 | | | | | | $ | 1,128,431,724 | |

| Masco | | | $ | 138.96 | | | | | $ | 92.47 | | | | | $ | 151.77 | | | | | $ | 173.72 | | | | | $ | 222.07 | |

| S&P 500 Index | | | $ | 119.42 | | | | | $ | 111.97 | | | | | $ | 144.31 | | | | | $ | 167.77 | | | | | $ | 212.89 | |

| S&P Industrials Index | | | $ | 118.54 | | | | | $ | 100.76 | | | | | $ | 127.79 | | | | | $ | 139.30 | | | | | $ | 166.33 | |

| S&P Consumer Durables & Apparel Index | | | $ | 116.59 | | | | | $ | 101.07 | | | | | $ | 133.69 | | | | | $ | 158.30 | | | | | $ | 191.45 | |

Subject to declaration by our Board of Directors, we intend to increase the annual dividend to $0.94 per share, beginning in the second quarter of 2021.

Our Board of Directors authorized the repurchase, for retirement, of up to $2.0 billion shares of our common stock in open-market transactions or otherwise, effective February 10, 2021, replacing the 2019 authorization.

| 10/1/20 - 10/31/20 | | | 93,847 | | | | | | $ | 53.28 | | | | | 93,847 | | | | | | $ | 894,936,955 | |

| 11/1/20 - 11/30/20 | | | 921,892 | | | | | | $ | 54.99 | | | | | 921,892 | | | | | | $ | 844,243,773 | |

| 12/1/20 - 12/31/20 | | | 1,315,241 | | | | | | $ | 53.23 | | | | | 1,315,241 | | | | | | $ | 774,230,631 | |

| Total for the quarter | | | 2,330,980 | | | | | | | | | | | | 2,330,980 | | | | | | $ | 774,230,631 | |

| Masco | | | $ | 111.73 | | | | | $ | 155.27 | | | | | $ | 103.32 | | | | | $ | 169.58 | | | | | $ | 194.10 | |

| S&P 500 Index | | | $ | 109.54 | | | | | $ | 130.81 | | | | | $ | 122.65 | | | | | $ | 158.07 | | | | | $ | 183.77 | |

| S&P Industrials Index | | | $ | 116.08 | | | | | $ | 137.60 | | | | | $ | 116.96 | | | | | $ | 148.34 | | | | | $ | 161.70 | |

| S&P Consumer Durables & Apparel Index | | | $ | 92.67 | | | | | $ | 108.05 | | | | | $ | 93.67 | | | | | $ | 123.90 | | | | | $ | 146.71 | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Dollars in Millions (Except Per Common Share Data) | | | | | | | | | | | | | | | | | | | | | | | | | | |

| | | | 2020 | | | | | | 2019 | | | | | | 2018 | | | | | | 2017 | | | | | | 2016 | | |

| Net sales (1) | | | $ | 7,188 | | | | | $ | 6,707 | | | | | $ | 6,654 | | | | | $ | 6,014 | | | | | $ | 5,754 | |

| Operating profit (1) | | | 1,295 | | | | | | 1,088 | | | | | | 1,077 | | | | | | 1,029 | | | | | | 986 | | |

| Income from continuing operations attributable to Masco Corporation (1) | | | 810 | | | | | | 639 | | | | | | 636 | | | | | | 426 | | | | | | 426 | | |

| Income per common share from continuing operations (1): | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 3.05 | | | | | $ | 2.21 | | | | | $ | 2.06 | | | | | $ | 1.34 | | | | | $ | 1.29 | |

| Diluted | | | 3.04 | | | | | | 2.20 | | | | | | 2.05 | | | | | | 1.33 | | | | | | 1.28 | | |

| Dividends declared | | | 0.550 | | | | | | 0.510 | | | | | | 0.450 | | | | | | 0.410 | | | | | | 0.390 | | |

| Dividends paid | | | 0.545 | | | | | | 0.495 | | | | | | 0.435 | | | | | | 0.405 | | | | | | 0.385 | | |

| At December 31: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Total assets | | | $ | 5,777 | | | | | $ | 5,027 | | | | | $ | 5,393 | | | | | $ | 5,534 | | | | | $ | 5,164 | |

| Long-term debt | | | 2,792 | | | | | | 2,771 | | | | | | 2,971 | | | | | | 2,969 | | | | | | 2,995 | | |

| Shareholders' equity (deficit) | | | 421 | | | | | | (56) | | | | | | 69 | | | | | | 183 | | | | | | (96) | | |

______________________________

(1)Amounts exclude discontinued operations for all periods presented.

Refer to Note C to the consolidated financial statements for further details.

We assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] using the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in *Internal Control – Integrated Framework* (2013).

Based on this assessment, we have determined that our internal control over financial reporting was effective as of December 31, [removed: 2020.][added: 2021.]

PricewaterhouseCoopers [removed: LLP,] [added: LLP (PCAOB ID 238),] an independent registered public accounting firm, has audited the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] as stated in their report, which is presented herein.

Their report expressed an unqualified opinion on the effectiveness of our internal control over financial reporting as of December 31, [removed: 2020] [added: 2021] and expressed an unqualified opinion on our [removed: 2020] [added: 2021] consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Masco Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2020,] [added: 2021,] including the related notes and financial statement schedule listed in the index appearing under Item 15(a)(2) (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2020] [added: 2021] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2020,] [added: 2021,] based on criteria established in [removed: *Internal] [added: Internal] Control - Integrated [removed: Framework*] [added: Framework] (2013) issued by the COSO.

A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the [removed: company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable]

[added: company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable] assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

[removed: *Goodwill] [added: Goodwill] Impairment [removed: Assessments*][added: Assessments]

As described in Notes A and H to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $563] [added: $568] million as of December 31, [removed: 2020.][added: 2021.]

The principal considerations for our determination that performing procedures relating to the goodwill impairment assessments is a critical audit matter are (i) the significant judgment by management when developing the fair value measurements of the reporting units; (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures to evaluate management’s discounted cash flow model, including significant assumptions related to forecasted sales and the discount [removed: rates;] [added: rates, as applicable;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures also included, among others, testing management’s process for developing the fair value estimates; evaluating the appropriateness of the discounted cash flow model; testing the completeness, accuracy, and relevance of underlying data used in the model; and, evaluating the significant assumptions used by management, including forecasted sales and the discount [removed: rates.][added: rates, as applicable.]

Professionals with specialized skill and knowledge were used to assist in evaluating the Company’s discount rate [removed: assumptions.][added: assumptions, as applicable.]

December 31, [removed: 2020] [added: 2021] and [removed: 2019][added: 2020]

| | | | [added: 2021 | | | | | |] 2020 | | | | | | 2019 | | |

| Cash and cash investments | | | $ | [removed: 1,326] [added: 926] | | | | | $ | [removed: 697] [added: 1,326] | |

| Receivables | | | [removed: 1,138] [added: 1,171] | | | | | | [removed: 997] [added: 1,138] | | |

| Inventories | | | [removed: 876] [added: 1,216] | | | | | | [removed: 754] [added: 876] | | |

| Prepaid expenses and other | | | [removed: 149] [added: 109] | | | | | | [removed: 90] [added: 149] | | |

| Assets held for sale [added: (8)] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] — | | | | | | [removed: 173] [added: —] | | | [added: | | | 528 | | |]

| Total current assets | | | [removed: 3,489] [added: 3,422] | | | | | | [removed: 2,711] [added: 3,489] | | |

| Property and equipment, net | | | [removed: 908] [added: 896] | | | | | | [removed: 878] [added: 908] | | |

| Goodwill | | | [removed: 563] [added: 568] | | | | | | [removed: 509] [added: 563] | | |

| Other intangible assets, net | | | [removed: 357] [added: 388] | | | | | | [removed: 259] [added: 357] | | |

| Operating lease right-of-use assets | | | [removed: 166] [added: 187] | | | | | | [removed: 176] [added: 166] | | |

| Other assets | | | [removed: 294] [added: 114] | | | | | | [removed: 139] [added: 294] | | |

| Total assets | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] $ | [added: 5,575 | | | | | $ |] 5,777 | | | | | $ | 5,027 | |

| Accounts payable | | | $ | [removed: 893] [added: 1,045] | | | | | $ | [removed: 697] [added: 893] | |

| Notes payable | | | [removed: 3] [added: 10] | | | | | | [removed: 2] [added: 3] | | |

| Accrued liabilities | | | [removed: 1,038] [added: 884] | | | | | | [removed: 700] [added: 1,038] | | |

| Total current liabilities | | | [removed: 1,934] [added: 1,939] | | | | | | [removed: 1,548] [added: 1,934] | | |

| Long-term debt | | | [removed: 2,792] [added: 2,949] | | | | | | [removed: 2,771] [added: 2,792] | | |

| Noncurrent operating lease liabilities | | | [removed: 149] [added: 172] | | | | | | [removed: 162] [added: 149] | | |

| Other liabilities | | | [removed: 481] [added: 437] | | | | | | [removed: 589] [added: 481] | | |

| Total liabilities | | | [removed: 5,356] [added: $] | [added: 5,497] | | | | | [removed: 5,083] [added: $] | [added: 5,356] | |

| Common shares, par value $1 per share Authorized shares: 1,400,000,000; Issued and outstanding: [removed: 2020] [added: 2021] – [removed: 258,200,000; 2019] [added: 241,200,000; 2020] – [removed: 275,600,000] [added: 258,200,000] | | | [removed: 258] [added: 241] | | | | | | [removed: 276] [added: 258] | | |

| Preferred shares authorized: 1,000,000; Issued and outstanding: [removed: 2020] [added: 2021] and [removed: 2019] [added: 2020] – None | | | — | | | | | | — | | |

| Retained [removed: earnings] (deficit) [added: earnings] | | | [removed: 79] [added: (652)] | | | | | | [removed: (332)] [added: 79] | | |

In connection with its annual assessment, management recorded a $45 million non-cash goodwill impairment charge within their Decorative Architectural Products segment.

February 8, 2022

| Redeemable noncontrolling interest | | | 22 | | | | | | — | | |

| Less: Net income attributable to noncontrolling interest | | | 68 | | | | | | 52 | | | | | | 45 | | |

| Net income attributable to Masco Corporation | | | $ | 410 | | | | | $ | 1,224 | | | | | $ | 935 | |

| | | | (15) | | | | | | 18 | | | | | | (4) | | |

For the Years Ended December 31, 2021, 2020 and 2019

| Net income | | | $ | 478 | | | | | $ | 1,276 | | | | | $ | 980 | |

| Fair value adjustment to contingent earnout obligation | | | 16 | | | | | | — | | | | | | — | | |

| Debt extinguishment costs | | | (160) | | | | | | (5) | | | | | | (2) | | |

| Financial investments | | | 171 | | | | | | 3 | | | | | | 1 | | |

For the Years Ended December 31, 2021, 2020 and 2019

| Total comprehensive income | | | 836 | | | | | | — | | | | | | — | | | | | | 410 | | | | | | 374 | | | | | | 52 | | |

| Repurchased | | | (1,026) | | | | | | (18) | | | | | | (57) | | | | | | (951) | | | | | | — | | | | | | — | | |

| Redeemable noncontrolling interest - redemption adjustment | | | (2) | | | | | | — | | | | | | — | | | | | | (2) | | | | | | — | | | | | | — | | |

| Balance, December 31, 2021 | | | $ | 56 | | | | | $ | 241 | | | | | $ | — | | | | | $ | (652) | | | | | $ | 232 | | | | | $ | 235 | |

Receivables. We do business with home center retailers, plumbing wholesalers and a number of other customers.

Recently Issued Accounting Pronouncements. In August 2020, the FASB issued ASU 2020-06, “Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity.” ASU 2020-06 simplifies the accounting for convertible instruments by reducing the number of accounting models for convertible debt instruments and convertible preferred stock.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Acquired Contract Assets and Contract Liabilities from Contracts with Customers.” ASU 2021-08 requires contract assets and contract liabilities acquired in a business combination to be recognized in accordance with Topic 606 as if the acquirer had originated the contracts.

In the third quarter of 2021, we acquired all of the share capital of Steamist, Inc. ("Steamist") for approximately $56 million in cash.

Steamist is a manufacturer of residential steam bath products that are complementary to many of our plumbing products.

This business is included in our Plumbing Products segment.

In connection with this acquisition, we recognized $32 million of definite-lived intangible assets, primarily related to customer relationships.

Working capital and other adjustments were finalized with the seller in the fourth quarter of 2021, resulting in no significant changes.

The remaining 24.9 percent equity interest in ESS is subject to a call and put option that is exercisable by us or the sellers, respectively, any time after December 31, 2023.

The redemption value of the call and put option is the same and based on a floating EBITDA value.

The call and put options were determined to be embedded within the redeemable noncontrolling interest and were recorded as temporary equity in the consolidated balance sheet at December 31, 2021.

We elected to adjust the redeemable noncontrolling interest to its full redemption amount directly into retained (deficit) earnings.

The definite-lived intangible assets are being amortized on a straight-line basis over a weighted average amortization period of 10 years.

The working capital adjustments were finalized with the seller in the second quarter of 2021, resulting in no significant changes.

The working capital adjustments were finalized with the seller in the first quarter of 2021, resulting in no significant changes.

On May 31, 2021, we completed the divestiture of our Hüppe GmbH ("Hüppe") business, a manufacturer of shower enclosures and shower trays.

In connection with the divestiture, we recognized a loss of $18 million for the year ended December 31, 2021, which is included in other, net in our consolidated statements of operations.

This loss resulted primarily from the recognition of $23 million of currency translation losses that were previously included within accumulated other comprehensive income (loss).

The sale of Hüppe does not represent a strategic shift that will have a major effect on our operations and financial results and therefore was not presented as discontinued operations.

Prior to the divestiture, the results of the business were included in our Plumbing Products segment.

| Income from discontinued operations, net | | | $ | — | | | | | $ | 414 | | | | | $ | 296 | |

| | | | Year Ended December 31, 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | |

| North America | | | $ | 3,384 | | | | | $ | 3,240 | | | | | | | | | | | | | | | | | $ | 6,624 | |

| Total | | | $ | 5,135 | | | | | $ | 3,240 | | | | | | | | | | | | | | | | | $ | 8,375 | |

February 9, 2021

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Assets held for sale | | | — | | | | | | 355 | | |

| Liabilities held for sale | | | — | | | | | | 149 | | |

| Liabilities held for sale | | | — | | | | | | 13 | | |

| | | | | | | | | | | | | | | | | | |

| | | | 18 | | | | | | (4) | | | | | | (17) | | |

| Short-term bank deposits | | | — | | | | | | — | | | | | | 108 | | |

| Balance, January 1, 2018 | | | $ | 183 | | | | | $ | 310 | | | | | $ | — | | | | | $ | (298) | | | | | $ | (65) | | | | | $ | 236 | |

| Repurchased | | | (654) | | | | | | (19) | | | | | | (26) | | | | | | (609) | | | | | | | | | | | | | | |

| Total comprehensive income (loss) | | | 924 | | | | | | | | | | | | | | | | | | 935 | | | | | | (52) | | | | | | 41 | | |

MASCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Receivables. We do business with a number of customers, including certain home center retailers.

Reclassifications. Certain prior year amounts have been reclassified to conform to the 2020 presentation in the consolidated financial statements.

Recently Adopted Accounting Pronouncements. In June 2016, the FASB issued ASU 2016-13, "Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments," which modifies the methodology for recognizing loss impairments on certain types of financial instruments, including receivables.

The new methodology requires an entity to estimate the credit losses expected over the life of an exposure.

Additionally, ASU 2016-13 amends the current available-for-sale security other-than-temporary impairment model for debt securities.

We adopted ASU 2016-13 and recorded a cumulative-effect adjustment to opening retained earnings on January 1, 2020.

In August 2018, the FASB issued ASU 2018-15, "Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract," which allows for the capitalization of certain implementation costs incurred in a hosting arrangement that is a service contract.

In December 2019, the FASB issued ASU 2019-12, "Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes," which simplifies the accounting for income taxes by removing certain exceptions to the general principles in Topic 740.

The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by clarifying and amending existing guidance.

We early adopted ASU 2019-12 on January 1, 2020.

ASU 2020-01 is effective for us for annual periods beginning January 1, 2021.

Early adoption is permitted.

In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting," which provides optional guidance and expedients for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met.

The amendments are intended to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting.

The amendments in this update are elective and are effective upon issuance.

As of December 31, 2020 we have not elected any of the expedients set out in ASU 2020-04.

To the extent we modify a contract going forward during the transition period we would consider applying the new standard.

We consider the applicability and impact of all ASUs.

ASUs not listed above were assessed and determined not to be applicable.

The range of the undiscounted amounts we could be required to pay is between $0 and $50 million.

On November 10, 2020, we entered into an agreement to acquire a 75.1% equity interest in Easy Sanitary Solutions B.V. ("ESS"), for approximately €45 million ($55 million) subject to working capital and other adjustments.

The cash payment was accounted for as prepaid expenses and other in the consolidated balance sheet and included in investing cash flows for the year ended December 31, 2020.

On March 9, 2018, we acquired substantially all of the net assets of The L.D. Kichler Co. ("Kichler"), a leader in decorative residential and light commercial lighting products, ceiling fans and LED lighting systems.

This business expands our product offerings to our customers.

The results of this acquisition for the period from the acquisition date are included in the consolidated financial statements and are reported in the Decorative Architectural Products segment.

The purchase price, net of $2 million cash acquired, consisted of $549 million paid with cash on hand.

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 December 31, [removed: 2020,] [added: 2021,] the Company's disclosure controls and procedures were effective.

In connection with the evaluation of the Company's internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2020,] [added: 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.

Other information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, to be filed before April [removed: 28, 2021,] [added: 29, 2022,] and such information is incorporated herein by reference.

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, to be filed before April [removed: 28, 2021] [added: 29, 2022,] and such information is incorporated herein by reference.

The following table sets forth information as of December 31, [removed: 2020] [added: 2021] concerning the 2014 Plan, which was approved by our stockholders.

The remaining information required by this Item will be contained in our definitive Proxy Statement for our [removed: 2021] [added: 2022] Annual Meeting of Stockholders, to be filed before April [removed: 28, 2021,] [added: 29, 2022,] and such information is incorporated herein by reference.

| Equity compensation plans approved by stockholders | | | 2,691,956 | | | | | | $ | 36.67 | | | | | 12,923,217 | | |

| Equity compensation plans approved by stockholders | | | 2,487,725 | | | | | | $ | 33.44 | | | | | 13,353,205 | | |

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, to be filed before April [removed: 28, 2021,] [added: 29, 2022,] and such information is incorporated herein by reference.

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2021] [added: 2022] Annual Meeting of Stockholders, to be filed before April [removed: 28, 2021,] [added: 29, 2022,] and such information is incorporated herein by reference.

(1)*Financial Statements.* Our consolidated financial statements included in Item 8 hereof, as required at December 31, [removed: 2020] [added: 2021] and [removed: 2019,] [added: 2020,] and for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] consist of the following:

| [Consolidated Balance [removed: Sheets](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_91)] [added: Sheets](#i3c713ab283bf4abba75445a3c6f215ee_91)] | | | [removed: [38](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_91)] [added: [40](#i3c713ab283bf4abba75445a3c6f215ee_91)] | | |

| [Consolidated Statements of [removed: Operations](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_97)] [added: Operations](#i3c713ab283bf4abba75445a3c6f215ee_94)] | | | [removed: [39](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_97)] [added: [41](#i3c713ab283bf4abba75445a3c6f215ee_94)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_100)] [added: (Loss)](#i3c713ab283bf4abba75445a3c6f215ee_97)] | | | [removed: [40](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_100)] [added: [42](#i3c713ab283bf4abba75445a3c6f215ee_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_103)] [added: Flows](#i3c713ab283bf4abba75445a3c6f215ee_100)] | | | [removed: [41](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_103)] [added: [43](#i3c713ab283bf4abba75445a3c6f215ee_100)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_106)] [added: Equity](#i3c713ab283bf4abba75445a3c6f215ee_103)] | | | [removed: [42](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_106)] [added: [44](#i3c713ab283bf4abba75445a3c6f215ee_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_112)] [added: Statements](#i3c713ab283bf4abba75445a3c6f215ee_106)] | | | [removed: [43](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_112)] [added: [45](#i3c713ab283bf4abba75445a3c6f215ee_106)] | | |

Our Financial Statement Schedule appended hereto, as required for the years ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018,] [added: 2019,] consists of the following:

| [II. Valuation and Qualifying [removed: Accounts](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_247)] [added: Accounts](#i3c713ab283bf4abba75445a3c6f215ee_223)] | | | [removed: [90](#i7cc3216c0a7f4e7fa4182f913d4e3dcd_247)] [added: [91](#i3c713ab283bf4abba75445a3c6f215ee_223)] | | |

| [removed: [3.b](https://www.sec.gov/Archives/edgar/data/62996/000006299621000008/exhibit3b.htm)] [added: [3.b](http://www.sec.gov/Archives/edgar/data/62996/000006299621000008/exhibit3b.htm)] | | | | | | Bylaws of Masco Corporation, as Amended and Restated on February 5, 2021. | | | | | | | | | | | | [added: 2020 10-K] | | | | | | [added: 3.b] | | | | | | [added: 02/09/2021] | | | | | | [removed: X] | | |

| [removed: [4.b.v](http://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex41.htm)] [added: [4.b.](http://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex41.htm)[i](http://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex41.htm)[i](http://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex41.htm)] | | | | | | | | | | | | 3.500% Notes Due November 15, 2027; and | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 06/15/2017 | | | | | | | | |

| [removed: [4.b.vi](http://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex42.htm)] [added: [4.b.iii](http://www.sec.gov/Archives/edgar/data/62996/000119312517204719/d397593dex42.htm)] | | | | | | | | | | | | 4.500% Notes Due May 15, 2047. | | | | | | | | | 8-K | | | | | | 4.2 | | | | | | 06/15/2017 | | | | | | | | |

| [removed: [4.b.vii](http://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0403.htm)] [added: [4.b.](http://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0403.htm)[i](http://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0403.htm)[v](http://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0403.htm)] | | | | | | Second Supplemental Indenture, dated as of September 18, 2020, between Masco Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee. | | | | | | | | | | | | | | | 8-K | | | | | | 4.3 | | | | | | 09/18/2020 | | | | | | | | |

| [removed: [4.b.viii](http://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0402.htm)] [added: [4.b.v](http://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0402.htm)] | | | | | | | | | | | | 4.500% Notes Due May 15, 2047 | | | | | | | | | 8-K | | | | | | 4.2 | | | | | | 09/18/2020 | | | | | | | | |

| [removed: [4.b.i](http://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0401.htm)x] [added: [4.b.](http://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0401.htm)[v](http://www.sec.gov/Archives/edgar/data/62996/000095010320018348/dp136804_ex0401.htm)i] | | | | | | | | | | | | 2.000% Notes Due October 1, 2030 | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 09/18/2020 | | | | | | | | |

| [removed: [10.a](http://www.sec.gov/Archives/edgar/data/62996/000006299619000017/exhibit10-creditagreement.htm)] [added: [10.a](http://www.sec.gov/Archives/edgar/data/62996/000095010321020122/dp164038_ex10.htm)] | | | | | | Credit Agreement dated as of March 13, 2019 by and among Masco Corporation and Masco Europe S.à r.l. as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and PNC Bank, National Association, as Co-Syndication Agents, and Deutsche Bank Securities, Inc., Royal Bank of Canada, SunTrust Bank, Bank of America, N.A., Fifth Third Bank and Wells Fargo Bank, National Association, as Co-Documentation [removed: Agents.] [added: Agents, as amended by Amendment No. 1 dated as of December 22, 2021.] | | | | | | | | | | | | | | | 8-K | | | | | | 10 | | | | | | [removed: 03/19/2019] [added: 12/22/2021] | | | | | | | | |

| Note 3: | | | | | | Exhibits 10.b through [removed: 10.k] [added: 10.i] constitute the management contracts and executive compensatory plans or arrangements in which certain of the directors and executive officers of the Company participate. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.b.i](http://www.sec.gov/Archives/edgar/data/62996/000006299618000015/exhibit10biii.htm) | | | | | | | | | | | | for grants on or after January 1, [removed: 2013;] [added: 2013] | | | | | | | | | 2017 10-K | | | | | | 10.b.iii | | | | | | 02/08/2018 | | | | | | | | |

| [10.b.ii](http://www.sec.gov/Archives/edgar/data/62996/000006299618000015/exhibit10biv.htm) | | | | | | | | | | | | for grants during [removed: 2012; and] [added: 2012] | | | | | | | | | 2017 10-K | | | | | | 10.b.iv | | | | | | 02/08/2018 | | | | | | | | |

| [10.b.iii](http://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-10_biiic.htm) | | | | | | | | | | | | for grants prior to [removed: 2012.] [added: 2012] | | | | | | | | | 2015 10-K | | | | | | 10.b.i(ii)(C) | | | | | | 02/12/2016 | | | | | | | | |

| [10.c.i](http://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10b.htm) | | | | | | | | | | | | for awards prior to July 1, [removed: 2018; and] [added: 2018] | | | | | | 8-K | | | | | | 10.b | | | | | | 05/06/2014 | | | | | | | | |

| [10.c.ii](http://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10cii.htm) | | | | | | | | | | | | for awards on or after July 1, [removed: 2018.] [added: 2018] | | | | | | 2018 10-K | | | | | | 10.c.ii | | | | | | 02/07/2019 | | | | | | | | |

| [10.c.iii](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10ciii.htm) | | | | | | [removed: Form of Restricted Stock Unit Award Agreement for awards granted on or after December 17, 2019.] | | | | | | [added: for awards between December 17, 2019 and February 2, 2022] | | | | | | 2019 10-K | | | | | | 10.c.iii | | | | | | 02/11/2020 | | | | | | | | |

| [removed: [10.c.iv](http://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10d.htm)] [added: [10.c.v](http://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10d.htm)] | | | | | | | | | | | | for grants prior to July 1, [removed: 2018;] [added: 2018] | | | | | | 8-K | | | | | | 10.d | | | | | | 05/06/2014 | | | | | | | | |

| [removed: [10.c.v](http://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10civ.htm)] [added: [10.c.vi](http://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10civ.htm)] | | | | | | | | | | | | for grants between July 1, 2018 and December 17, [removed: 2019; and] [added: 2019] | | | | | | 2018 10-K | | | | | | 10.c.iv | | | | | | 02/07/2019 | | | | | | | | |

| [removed: [10.c.vi](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cvi.htm)] [added: [10.c.vii](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cvi.htm)] | | | | | | | | | | | | for grants [removed: on or after] [added: between] December 17, [removed: 2019.] [added: 2019 and February 3, 2022] | | | | | | 2019 10-K | | | | | | 10.c.vi | | | | | | 02/11/2020 | | | | | | | | |

| [removed: [10.c.vii](http://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10cv.htm)] [added: [10.c.xi](http://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10cv.htm)] | | | | | | Form of Long Term Incentive Program Award Agreement for awards prior to December 17, 2019. | | | | | | | | | | | | 2018 10-K | | | | | | 10.c.v | | | | | | 02/07/2019 | | | | | | | | |

| [removed: [10.c.viii](http://www.sec.gov/Archives/edgar/data/62996/000006299620000016/exhibit10a03312020.htm)] [added: [10.c.x](http://www.sec.gov/Archives/edgar/data/62996/000006299620000016/exhibit10a03312020.htm)] | | | | | | Long-Term Incentive Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (December 17, 2019) and form of Performance Restricted Stock Unit Award Agreement thereunder. | | | | | | | | | | | | 10-Q | | | | | | 10.a | | | | | | 04/29/2020 | | | | | | | | |

| [removed: [10.c.ix](http://www.sec.gov/Archives/edgar/data/62996/000006299616000041/exhibit10b63016.htm)] [added: [10.c.xii](http://www.sec.gov/Archives/edgar/data/62996/000006299616000041/exhibit10b63016.htm)] | | | | | | Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016). | | | | | | | | | | | | 10-Q | | | | | | 10.b | | | | | | 07/26/2016 | | | | | | | | |

| [removed: [10.c.x](http://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10c.htm)] [added: [10.c.xiii](http://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10c.htm)] | | | | | | | | | | | | for Non-Employee Directors for awards prior to July 1, [removed: 2018; and] [added: 2018] | | | | | | [added: 8-K] | | | | | | 10.c | | | | | | 05/06/2014 | | | | | | | | |

| [removed: [10.c.xi](http://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10cviii.htm)] [added: [10.c.xiv](http://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10cviii.htm)] | | | | | | | | | | | | for Non-Employee Directors for awards after July 1, [removed: 2018.] [added: 2018] | | | | | | 2018 10-K | | | | | | 10.c.viii | | | | | | 02/07/2019 | | | | | | | | |

| [removed: [10.c.xii](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cxiii.htm)] [added: [10.c.xv](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cxiii.htm)] | | | | | | Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated February 7, 2020). | | | | | | | | | | | | 2019 10-K | | | | | | 10.c.xiii | | | | | | 02/11/2020 | | | | | | | | |

| [removed: [10.d](http://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-10_dii.htm)] [added: [10.d](http://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-10_diii.htm)] | | | | | | Form of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto [added: (includes amendment freezing benefit accruals)] for [removed: Richard A. Manoogian.] [added: John G. Sznewajs.] | | | | | | | | | | | | 2015 10-K | | | | | | [removed: 10.d.i(i)] [added: 10.d.i(ii)] | | | | | | 02/12/2016 | | | | | | | | |

| [removed: [10.f](http://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit10f.htm)] [added: [10.e](http://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit10f.htm)] | | | | | | Other compensatory arrangements for executive officers. | | | | | | | | | | | | 2016 10-K | | | | | | 10.f | | | | | | 02/09/2017 | | | | | | | | |

| [removed: [10.g](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit-10g.htm)] [added: [10.f](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10f.htm)] | | | | | | Compensation of Non-Employee Directors. | | | | | | | | | | | | [removed: 2019 10-K] | | | | | | [removed: 10.g] | | | | | | [removed: 02/11/2020] | | | | | | [added: X] | | |

| [removed: [10.h](http://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit10i.htm)] [added: [10.g](http://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit10i.htm)] | | | | | | Masco Corporation Retirement Benefit Restoration Plan effective January 1, 1995 (as amended and restated December 22, 2010), and amendments thereto effective February 6, 2012 and January 1, 2014. | | | | | | [removed: | | | | | |] 2016 10-K | | | | | | 10.i | | | | | | 02/09/2017 | | | | | | | | |

| [removed: [21](https://www.sec.gov/Archives/edgar/data/62996/000006299621000008/exhibit21.htm)] [added: [21](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit212021.htm)] | | | | | | List of Subsidiaries. | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [23](https://www.sec.gov/Archives/edgar/data/62996/000006299621000008/exhibit23123120.htm)] [added: [23](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit23123121.htm)] | | | | | | Consent of Independent Registered Public Accounting Firm relating to Masco Corporation's Consolidated Financial Statements and Financial Statement Schedule. | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [31.a](https://www.sec.gov/Archives/edgar/data/62996/000006299621000008/masco-ex31ax123120.htm)] [added: [31.a](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/masco-ex31ax123121.htm)] | | | | | | Certification by Chief Executive Officer required by Rule 13a-14(a)/15d-14(a). | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [removed: [31.b](https://www.sec.gov/Archives/edgar/data/62996/000006299621000008/masco-ex31bx123120.htm)] [added: [31.b](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/masco-ex31bx123121.htm)] | | | | | | Certification by Chief Financial Officer required by Rule 13a-14(a)/15d-14(a). | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [4.b.vii](http://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex41.htm) | | | | | | | | | | | | 1.500% Notes Due February 15, 2028 | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 03/04/2021 | | | | | | | | |

| [4.b.viii](http://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex42.htm) | | | | | | | | | | | | 2.000% Notes Due February 15, 2031 | | | | | | | | | 8-K | | | | | | 4.2 | | | | | | 03/04/2021 | | | | | | | | |

| [4.b.ix](http://www.sec.gov/Archives/edgar/data/0000062996/000119312521069548/d435555dex43.htm) | | | | | | | | | | | | 3.125% Notes Due February 15, 2051 | | | | | | | | | 8-K | | | | | | 4.3 | | | | | | 03/04/2021 | | | | | | | | |

| | | | | | | Form of Restricted Stock Unit Award Agreements: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.c.iv](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10civ.htm) | | | | | | | | | | | | for awards on or after February 3, 2022 | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [10.c.viii](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cviii.htm) | | | | | | | | | | | | for grants on or after February 3, 2022 | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [10.c.xi](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxi.htm) | | | | | | Long-Term Incentive Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated February 3, 2022) and form of Performance Restricted Stock Unit Award Agreement thereunder. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| | | | | | | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.c.xvi](http://www.sec.gov/Archives/edgar/data/0000062996/000006299620000006/exhibit10cxiv.htm) | | | | | | | | | | | | for awards between February 7, 2020 and February 3, 2022 | | | | | | 2019 10-K | | | | | | 10.c.xiv | | | | | | 02/11/2020 | | | | | | | | |

| [10.c.xvii](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm) | | | | | | | | | | | | for awards on or after February 3, 2022 | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [10.h](http://www.sec.gov/Archives/edgar/data/0000062996/000006299621000024/exhibit10.htm) | | | | | | Employment Offer Letter dated May 3, 2021 between Richard Marshall and Masco Corporation | | | | | | 10-Q | | | | | | 10 | | | | | | 07/29/2021 | | | | | | | | |

| [10.i](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000062996/000006299622000003/mas-20220204.htm) | | | | | | Employment Offer Letter dated January 6, 2022 between Robin Zondervan and Masco Corporation | | | | | | 8-K | | | | | | 10 | | | | | | 02/07/2022 | | | | | | | | |

| [4.b.ii](http://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit4biii.htm) | | | | | | | | | | | | 5.950% Notes Due March 15, 2022; | | | | | | | | | 2016 10-K | | | | | | 4.b(iii) | | | | | | 02/09/2017 | | | | | | | | |

| [4.b](http://www.sec.gov/Archives/edgar/data/62996/000119312515101336/d897462dex41.htm)[.](http://www.sec.gov/Archives/edgar/data/62996/000119312515101336/d897462dex41.htm)[i](http://www.sec.gov/Archives/edgar/data/62996/000119312515101336/d897462dex41.htm)ii | | | | | | | | | | | | 4.450% Notes Due April 1, 2025; | | | | | | | | | 8-K | | | | | | 4.1 | | | | | | 03/23/2015 | | | | | | | | |

| [4.b.](http://www.sec.gov/Archives/edgar/data/62996/000119312516506430/d157077dex42.htm)[i](http://www.sec.gov/Archives/edgar/data/62996/000119312516506430/d157077dex42.htm)[v](http://www.sec.gov/Archives/edgar/data/62996/000119312516506430/d157077dex42.htm) | | | | | | | | | | | | 4.375% Notes Due April 1, 2026; | | | | | | | | | 8-K | | | | | | 4.2 | | | | | | 03/16/2016 | | | | | | | | |

| [10.c.xiii](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cxiv.htm) | | | | | | Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for grants on or after February 7, 2020. | | | | | | | | | | | | 2019 10-K | | | | | | 10.c.xiv | | | | | | 02/11/2020 | | | | | | | | |

| [10.e](http://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-10_diii.htm) | | | | | | Form of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto (includes amendment freezing benefit accruals) for John G. Sznewajs. | | | | | | | | | | | | 2015 10-K | | | | | | 10.d.i(ii) | | | | | | 02/12/2016 | | | | | | | | |

| [10.i.i](http://www.sec.gov/Archives/edgar/data/62996/000104746915000803/a2222936zex-10_ki.htm) | | | | | | Letter Agreement dated June 29, 2009 between Richard A. Manoogian and Masco Corporation. | | | | | | | | | | | | 2014 10-K | | | | | | 10.k.i | | | | | | 02/13/2015 | | | | | | | | |

| [10.i.ii](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10iii.htm) | | | | | | Second Amended and Restated Aircraft Time Sharing Agreement dated June 26, 2019 between Richard A. Manoogian and Masco Corporation. | | | | | | | | | | | | 2019 10-K | | | | | | 10.i.ii | | | | | | 02/11/2020 | | | | | | | | |

| [10.j](http://www.sec.gov/Archives/edgar/data/62996/000006299619000056/exhibit1006302019.htm) | | | | | | Agreement dated June 18, 2019 between Joe Gross and Masco Corporation. | | | | | | 10-Q | | | | | | 10 | | | | | | 07/25/2019 | | | | | | | | |

| [10.k](http://www.sec.gov/Archives/edgar/data/62996/000006299620000016/exhibit10b03312020.htm) | | | | | | Severance and Release Agreement dated February 21, 2020, between Masco Corporation and Joseph B. Gross. | | | | | | 10-Q | | | | | | 10.b | | | | | | 04/29/2020 | | | | | | | | |

[removed: February 9, 2021][added: | 2021 | | | | | | $ | 7 | | | | | $ | 1 | | | | | $ | — | | | | | | | | $ | (2) | | | | | (a) (b) | | | $ | 6 | |]

| Mark R. Alexander | | | | | | | | | *February [removed: 9, 2021*] [added: 8, 2022*] | | | | | |

For the Years Ended December 31, [removed: 2020, 2019] [added: 2021, 2020] and [removed: 2018][added: 2019]

| 2020 | | | | | | $ | 5 | | [removed: (a)] [added: (c)] | | | $ | 3 | | | | | $ | — | | | | | | | | $ | (1) | | | | | [removed: (b)] [added: (a)] | | | $ | 7 | |

| 2019 | | | | | | $ | 5 | | | | | $ | 1 | | | | | $ | — | | | | | | | | $ | (2) | | | | | [removed: (b)] [added: (a)] | | | $ | 4 | |

| 2020 | | | | | | $ | 38 | | | | | $ | — | | | | | $ | 2 | | | | | [removed: (c)] [added: (d)] | | | $ | (5) | | | | | [removed: (d)] [added: (e)] | | | $ | 35 | |

| 2019 | | | | | | $ | 43 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | (5) | | | | | [removed: (d)] [added: (e)] | | | $ | 38 | |

[removed: (a)Includes] [added: (c)Includes] a $1 million adjustment related to the cumulative effect of adoption of the new credit loss [removed: standard (refer to Note A).][added: standard.]

[removed: (b)Deductions,] [added: (a)Deductions,] representing uncollectible accounts written off, less recoveries of accounts written off in prior years.

[removed: (c)$2] [added: (d)$2] million net increase in valuation allowance due to currency translation recorded in other comprehensive income (loss).

[removed: (d)$5] [added: (e)$5] million net reduction to valuation allowance recorded as an income tax benefit.

February 8, 2022

| /s/ Lisa A. Payne | | | | | | *Chair of the Board* | | | | | | | | |

| 2021 | | | | | | $ | 35 | | | | | $ | 5 | | | | | $ | — | | | | | | | | $ | (23) | | | | | (b) | | | $ | 17 | |

(b)As a result of the Hüppe divestiture in May 2021, $1 million was removed from allowance for credit losses and $23 million was removed from valuation allowance on deferred tax assets.

| /s/ J. Michael Losh | | | | | | *Chairman of the Board* | | | | | | | | |

| J. Michael Losh | | | | | | | | | | | | | | |

| /s/ Richard A. Manoogian | | | | | | *Chairman Emeritus* | | | | | | | | |

| Richard A. Manoogian | | | | | | | | | | | | | | |

| /s/ Lisa A. Payne | | | | | | *Director* | | | | | | | | |

| 2018 | | | | | | $ | 4 | | | | | $ | 3 | | | | | $ | — | | | | | | | | $ | (2) | | | | | (b) | | | $ | 5 | |

| 2018 | | | | | | $ | 47 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | (4) | | | | | (e) | | | $ | 43 | |

(e)$3 million net reduction to valuation allowance recorded as an income tax benefit and $1 million reduction recorded primarily in other comprehensive income (loss).