Masco (MAS) 10-K risk factor changes: FY2022 vs FY2021

We operate facilities in the [removed: United States] [added: U.S.] and around the world which have been and may [removed: continue to] [added: in the future] be adversely affected by [removed: this] [added: the COVID-19] pandemic, including the closure or reduced capacity of certain of our facilities; delays or disruptions in our ability to source [added: and increases in the cost of] raw materials, components and [added: finished] products; constraints in shipping, transportation and logistics; and decreased employee availability.

[removed: A prolonged] [added: Future] disruption of our operations or slowdown in domestic and international economic activity [added: due to the COVID-19 pandemic] could materially and adversely affect our results of operations and financial condition.

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

- natural disasters, terrorist acts, [removed: pandemics] [added: pandemics, wars] or [added: conflicts or] other catastrophic events.

[removed: The] [added: In addition, the] fundamentals driving our business are impacted by economic cycles.

[removed: Adverse changes or uncertainty involving the factors listed above, an] [added: An] economic contraction or [removed: inflationary pressures] [added: recession have in the past resulted in and] could [added: in the future] result in a decline in residential repair and remodeling activity or in demand for new home construction, [removed: which could] adversely [removed: affect] [added: affecting] our results of operations and financial position.

[removed: These initiatives are] [added: Our strategy is] designed to grow revenue, improve profitability and increase shareholder value over the mid- to long-term.

Our business performance and results could be adversely affected if we are unable to [removed: successfully execute these initiatives or if we are unable to execute these initiatives in a] timely and [removed: efficient manner.][added: effectively execute our strategy.]

We could also be adversely affected if we have not appropriately prioritized and balanced our [added: strategic] initiatives or if we are unable to effectively manage change throughout our organization.

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

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

We purchase substantial amounts of raw materials, component parts and finished [removed: goods] [added: products] from outside sources, including international sources, and we manufacture certain of our products outside of the United States.

Increases in the cost of the materials we purchase, including as a result of [added: diminished] availability, [added: increased] tariffs and [removed: inflation, have] [added: inflation or unfavorable fluctuations] in [removed: the past] [added: foreign currency exchange rates have increased] and may in the future increase the prices for our [removed: products.][added: products and negatively impact our results of operations and financial position.]

Further, our production [removed: could] [added: has been and may in the future] be affected if we or our suppliers are unable to procure our requirements for various commodities, including, among others, brass, resins, titanium dioxide and zinc, or if a shortage of these commodities results in significantly increased costs.

[removed: Rising] [added: Energy prices have also increased and, this coupled with potential] energy [removed: costs] [added: supply shortages,] could [removed: also] [added: continue to] increase our production and transportation costs.

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

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

We are dependent on third parties for [added: our raw materials,] many of our [removed: products and] components and [added: finished products and] for certain services.

Our ability to offer a wide variety of products and provide high levels of service to our customers depend on our ability to obtain an adequate and timely supply of [removed: products] [added: these goods] and [removed: components.][added: services.]

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

The operations of the third parties [added: on whom] we depend [removed: on] could be impacted [removed: by] [added: by:] changing laws, regulations and policies, including those related to climate [removed: change,] [added: change; cybersecurity breaches;] labor [removed: availability] [added: availability; raw material shortages; energy availability; supply disruptions;] and [removed: by] adverse weather conditions, pandemics, and other force majeure [removed: 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.][added: events.]

Sourcing these [added: raw materials, components, finished] products and [removed: components] [added: services] from alternate suppliers, including suppliers from new geographic regions, 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 operations or could negatively impact the quality of our products.

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

The differences in business practices, shipping and delivery [removed: requirements,] [added: requirements and costs,] changes in economic conditions and trade policies and laws and regulations, together with the limited number of [removed: suppliers,] [added: suppliers available to us,] have increased the complexity of our supply chain logistics and the potential for interruptions in our production scheduling.

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

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

In [removed: 2021, 21] [added: 2022, 20] 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.

In addition to our European operations, we manufacture products in [added: other locations, including] Asia and [added: Mexico and] source products and components from third parties globally.

- natural disasters, terrorist attacks, [removed: pandemics] [added: pandemics, wars] or [added: conflicts or] other catastrophic events.

We are also affected by domestic and international laws and regulations applicable to companies doing business [removed: abroad] [added: outside of the U.S.] or importing and exporting goods and materials.

These include [removed: tax] [added: anti-bribery/anti-corruption] laws, laws regulating competition, [removed: anti-bribery/anti-corruption] [added: sanctions, tax laws,] and other business practices, and trade regulations, including duties and tariffs.

Unfavorable currency exchange rates, particularly the euro, the Chinese [removed: Yuan] renminbi, the Canadian [removed: dollar and] [added: dollar,] the British pound [removed: sterling,] [added: sterling and the Mexican peso,] have in the past adversely affected us, and could adversely affect us in the future.

The long-term performance of our businesses relies on our ability to attract, develop and retain [added: a] talented and diverse [removed: personnel.][added: workforce.]

We compete for employees with a broad range of employers in many different industries, including large multinational [removed: firms, and we may fail in recruiting, developing, motivating and retaining them, particularly when there are low unemployment levels.][added: firms.]

We have been and continue to be affected by a shortage of qualified personnel [removed: in certain geographic areas.][added: primarily for our hourly workforce.]

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

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

We could lose market share if we do not maintain our strong brands, develop innovative products or respond to changing purchasing practices and consumer [removed: preferences or if our reputation is damaged.][added: preferences.]

If we do not timely and effectively identify and respond to [removed: changing consumer preferences, including, among others, a continued shift in consumer purchasing practices toward e-commerce and increased consumer demand for products with potential desired attributes, such as connected products and sustainable products,] [added: these changes] our relationships with our customers and with consumers could be harmed, 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 [removed: public image and reputation are important to maintaining our strong brands] [added: results of operations] and [added: financial position] could be adversely affected by [removed: various factors, including product quality and service,] [added: negative] claims and comments in social media or the press, [removed: or] a negative perception regarding our [added: products or] company practices, positions or public statements, [removed: including regarding disputes or legal action against us,] even if [removed: unfounded.][added: unfounded, or a data breach.]

- inflationary pressures;

We have been, and may in the future be, negatively impacted by adverse changes or uncertainty involving one or more of the factors listed above.

We continue to pursue our strategy of driving the full potential of our core businesses, leveraging opportunities across our enterprise, and actively managing our portfolio.

We execute our strategy by investing in our brands, developing innovative products, making capital investments, and focusing on continuous productivity improvement and operational excellence, among other initiatives.

Any of these factors could disrupt our third parties’ operations and result in shortages of supply, assertion of force majeure and increases in the prices charged to us for the raw materials, components and finished products they produce or services they provide.

We may face challenges in recruiting, developing, motivating and retaining employees, particularly when the labor market is experiencing low unemployment levels, increasing compensation and increasing competition.

A number of consumer preferences are changing, including a continued shift in consumer purchasing practices toward e-commerce and increased consumer demand for products with potential desired attributes, such as connected products and sustainable products.

Our public image and reputation are important to maintaining our strong brands.

Furthermore, there is increased scrutiny by stakeholders on environmental, social and governance (“ESG”) practices by companies, and we may not be able to meet such stakeholders’ expectations.

Expectations regarding ESG practices are diverse and rapidly changing, and we may not be able to align our ESG practices with such evolving expectations within the timeframes expected by stakeholders or without incurring significant costs.

In addition, we may not be able to achieve our aspirational goals related to our ESG initiatives, which are and may continue to be impacted by many complexities and variables, such as a tightening labor market, challenging economic environment, changes to our operations, changes to our portfolio of businesses via acquisitions or divestitures, and adjustments to our job levels and managerial headcount.

A failure or perceived failure by us in this regard may damage our reputation and adversely affect our results of operations and financial position.

In addition, as home center retailers develop customer experience programs to attract and retain contractors and installers, they are relying on us to support their efforts.

Such support has been and could continue to be time-consuming and costly and these efforts may not be successful, which may affect our growth and operating results.

Any such loss would have a material adverse effect on our business, results of operations and financial position.

- data privacy;

- sanctions;

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

Due to the uncertain 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 business.

The extent of such impact will depend on a number of factors, including the duration 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.

We continue to pursue our strategic initiatives of investing in our brands, developing innovative products, and focusing on operational excellence through the Masco Operating System, our methodology to drive growth and productivity.

Additionally, 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.

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.

- data privacy and the collection and storage of information; and

We continue to leverage the Masco Operating [removed: System] [added: System, our methodology to drive growth] and [added: productivity, and] continuous improvement initiatives across our enterprise to identify additional opportunities to improve our business operations.

We [removed: are] [added: have been] experiencing, and may continue to experience, [removed: higher] [added: elevated] commodity and [removed: transportation] [added: other input] costs, [added: elevated transportation costs] and supply chain disruptions, particularly disruptions related to our ability to source products, components and raw materials.

We [removed: are] [added: have] also [removed: experiencing] [added: been experiencing,] and may continue to [removed: experience labor] [added: experience, employee-related] cost inflation and constraints in hiring qualified employees.

[removed: We] [added: While still elevated, we have recently seen some reduction of certain costs, and we] aim to offset the potential unfavorable impact of [removed: these items] [added: our costs and lower demand for our products] with productivity [removed: improvement] [added: improvement, pricing,] and other initiatives.

We discuss our consolidated results as well as our Business Segment and Geographic Area results of operations for the year ended December 31, [removed: 2021] [added: 2022] versus December 31, [removed: 2020.][added: 2021.]

A detailed discussion of our consolidated, Business Segment and Geographic Area results of operations for the years ended December 31, [removed: 2020] [added: 2021] compared to the year ended December 31, [removed: 2019] [added: 2020] 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, [removed: 2020,] [added: 2021,] which was filed with the SEC on February [removed: 9, 2021.][added: 8, 2022.]

Below is a summary of our net sales, in millions, for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | Favorable / (Unfavorable) | | |

| Net sales, as reported | | | $ | [removed: 8,375] [added: 8,680] | | | | | $ | [removed: 7,188] [added: 8,375] | | | | | $ | [removed: 1,187] [added: 305] | |

| Acquisitions | | | [removed: (231)] [added: (11)] | | | | | | — | | | | | | [removed: (231)] [added: (11)] | | |

| Divestitures | | | — | | | | | | [removed: (43)] [added: (32)] | | | | | | [removed: 43] [added: 32] | | |

| Net sales, excluding acquisitions and divestitures | | | [removed: 8,144] [added: 8,669] | | | | | | [removed: 7,145] [added: 8,343] | | | | | | [removed: 999] [added: 326] | | |

| Currency translation | | | [removed: (98)] [added: 211] | | | | | | — | | | | | | [removed: (98)] [added: 211] | | |

| Net sales, excluding acquisitions, divestitures and the effect of currency translation | | | $ | [removed: 8,046] [added: 8,880] | | | | | $ | [removed: 7,145] [added: 8,343] | | | | | $ | [removed: 901] [added: 537] | |

Net sales for [removed: 2021] [added: 2022] were [removed: $8.4] [added: $8.7] billion, which increased [removed: 17] [added: four] percent compared to [removed: 2020.][added: 2021.]

Excluding acquisitions, divestitures and the effect of currency translation, net sales increased [removed: 13] [added: six] percent.

Net sales for [removed: 2021] [added: 2022] increased primarily due to:

[removed: -] Higher sales volume of plumbing products [removed: which] increased sales by [removed: nine] [added: five] percent.

[removed: -] Favorable net selling prices of [removed: paints and other coating products and] plumbing products increased sales by [removed: three] [added: six] percent.

- [removed: Favorable] [added: Unfavorable] foreign currency translation [removed: increased] [added: which decreased] sales by [removed: one] [added: two] percent.

These amounts were [removed: slightly] [added: partially] offset by:

Below is a summary of our gross profit, in millions, and gross margin for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

| Gross profit | | | $ | [removed: 2,863] [added: 2,713] | | | | | $ | [removed: 2,587] [added: 2,863] | | | | | $ | [removed: 276] [added: (150)] | |

| Gross margin | | | [removed: 34.2] [added: 31.3] | | % | | | | [removed: 36.0] [added: 34.2] | | % | | | | [removed: (180)] [added: (290)] bps | | |

The [removed: 2021] [added: 2022] gross profit margin was negatively impacted by:

- Increased [removed: commodity, transportation] [added: commodity] and [removed: labor] [added: transportation] costs.

- [removed: Increased] [added: Lower] sales volume.

- [removed: Favorable] [added: Higher] net selling prices.

- [removed: Favorable] [added: Unfavorable] sales mix.

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, [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

| | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | | | | | (Favorable) / Unfavorable | | |

| Selling, general and administrative expenses | | | $ | [removed: 1,413] [added: 1,390] | | | | | $ | [removed: 1,292] [added: 1,413] | | | | | $ | [removed: 121] [added: (23)] | |

| Selling, general and administrative expenses as percentage of net sales | | | [removed: 16.9] [added: 16.0] | | % | | | | [removed: 18.0] [added: 16.9] | | % | | | | [removed: (110)] [added: (90)] bps | | |

[removed: The improvement in selling,] [added: Selling,] general, and administrative expenses as a percentage of [added: net] sales in [removed: 2021] [added: 2022] was [removed: primarily driven] [added: positively impacted] by:

Below is a summary of our operating profit, in millions, and operating profit margins for the years ended December 31, [removed: 2021] [added: 2022] and [removed: 2020:][added: 2021:]

| Operating profit, as reported | | | $ | [removed: 1,405] [added: 1,297] | | | | | $ | [removed: 1,295] [added: 1,405] | | | | | $ | [removed: 110] [added: (108)] | |

| Rationalization charges | | | [removed: 4] [added: 32] | | | | | | [removed: 11] [added: 4] | | | | | | [removed: (7)] [added: 28] | | |

| Operating profit, excluding rationalization charges and impairment [removed: charge] [added: charges] | | | $ | [removed: 1,454] [added: 1,355] | | | | | $ | [removed: 1,306] [added: 1,454] | | | | | $ | [removed: 148] [added: (99)] | |

| Operating profit [removed: margins,] [added: margin,] as reported | | | [removed: 16.8] [added: 14.9] | | % | | | | [removed: 18.0] [added: 16.8] | | % | | | | [removed: (120)] [added: (190)] bps | | |

We continue to pursue our strategy of driving the full potential of our core businesses, leveraging opportunities across our enterprise, and actively managing our portfolio.

We execute our strategy by investing in our brands, developing innovative products, making capital investments, and focusing on continuous productivity improvement and operational excellence, among other initiatives.

Due to changing market conditions, we are experiencing, and may continue to experience, lower market demand for our products.

| | | | 2022 | | | | | | 2021 | | | | | | Change | | |

- Higher net selling prices across the entire company which increased sales by nine percent.

- Lower sales volume which decreased sales by three percent.

- Higher costs due to production inefficiencies and related under absorption, as well as higher excess and obsolete inventory charges resulting from business rationalization activities.

- Higher net sales resulting from favorable net selling prices.

- Lower variable compensation.

- Increased marketing costs.

| | | | 2022 | | | | | | 2021 | | | | | | Change | | |

| Impairment charges for goodwill and other intangible assets | | | 26 | | | | | | 45 | | | | | | (19) | | |

Operating profit in 2022 was negatively impacted by:

- Higher costs due to production inefficiencies and related under absorption, as well as higher excess and obsolete inventory charges resulting from business rationalization activities.

- Lower sales volume.

- Increased marketing costs.

- Unfavorable sales mix.

- Higher net selling prices.

- Lower variable compensation.

OTHER INCOME (EXPENSE), NET

| | | | 2022 | | | | | | 2021 | | | | | | Favorable / (Unfavorable) | | |

| | | | 2022 | | | | | | 2021 | | | | | | Favorable / (Unfavorable) | | |

- $24 million of income from the revaluation of contingent consideration related to a prior acquisition.

This amount was partially offset by:

- $6 million of losses related to equity method investments.

INCOME TAXES

| | | | 2022 | | | | | | 2021 | | | | | | (Favorable) / Unfavorable | | |

| | | | 2022 | | | | | | 2021 | | | | | | Favorable / (Unfavorable) | | |

| Total | | | $ | 8,680 | | | | | $ | 8,375 | | | | | | | | 4 | | % |

| | | | 2022 | | | | | | 2021 | | | | | | | | | 2022 vs. 2021 | | |

These amounts were partially offset by unfavorable foreign currency translation which decreased sales by four percent, lower North America plumbing sales volume which decreased sales by two percent, and the divestiture of Hüppe which decreased sales by one percent.

Operating profit in the Plumbing Products segment in 2022 was negatively impacted by increased commodity and transportation costs, higher costs due to production inefficiencies and related under absorption, higher excess and obsolete inventory charges resulting from business rationalization activities, unfavorable foreign currency translation, increased marketing costs and unfavorable sales mix.

These amounts were partially offset by favorable net selling prices and, to a lesser extent, lower variable compensation.

These amounts were partially offset by lower sales volume across the segment.

Operating profit in the Decorative Architectural Products segment in 2022 was negatively impacted by increased commodity and transportation costs, lower sales volume, higher costs due to production inefficiencies and related under absorption, higher excess and obsolete inventory charges resulting from business rationalization activities, and increased marketing costs.

These amounts were partially offset by favorable net selling prices and lower goodwill and other intangible assets impairment charges in our lighting business.

North America net sales increased five percent in 2022.

Favorable net selling prices across all of our product categories increased sales by 10 percent.

These amounts were partially offset by lower sales volume, which decreased sales by five percent.

North America operating profit in 2022 was negatively impacted by increased commodity and transportation costs, lower sales volume, higher costs due to production inefficiencies and related under absorption, higher excess and obsolete inventory charges resulting from business rationalization activities, and increased marketing costs.

We continue to execute our strategy of leveraging our strong brand portfolio, industry-leading positions and the Masco Operating System, our methodology to drive growth and productivity, to create long-term shareholder value.

COVID-19 Impact and General Business Conditions

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.

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

*•*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.

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

- Cost savings initiatives.

- Leverage of fixed expenses due primarily to increased sales volume.

- Increase in other expenses (such as labor and marketing costs).

| Impairment charge for goodwill | | | 45 | | | | | | — | | | | | | 45 | | |

Operating profit in 2021 was positively affected by:

These positive impacts were partially offset by:

- Increased other costs including transportation and marketing costs as well as increased labor costs.

- $10 million of realized foreign currency transaction losses.

- $10 million of dividend income related to preferred stock of ACProducts Holding, Inc.

- $9 million of income due from an escrow settlement.

| Income tax expense | | | $ | 210 | | | | | $ | 269 | | | | | $ | (59) | |

Our effective tax rate in 2021 was higher than our normalized tax rate of 25 percent due primarily to:

- $18 million additional income tax expense primarily from the loss on the termination of our qualified domestic defined-benefit pension plans providing no tax benefit in certain state jurisdictions and a shift in pre-tax income from the lower-taxed U.S. jurisdiction to higher-taxed foreign jurisdictions.

- $4 million additional income tax expense from a loss providing no tax benefit in certain foreign jurisdictions related to the divestiture of Hüppe.

Our effective tax rate in 2020 was lower than our normalized tax rate of 25 percent due primarily to:

- $5 million income tax benefit from a change in judgment regarding the realizability of certain deferred tax assets in our foreign jurisdictions.

- $4 million tax benefit from stock-based compensation payments.

- $6 million tax benefit due to an anticipated refund claim from the retroactive application of the exclusion of certain high-taxed foreign income from the U.S. tax effects on Global Intangible Low-taxed Income back to 2018.

The acquisitions of Kraus, ESS and Steamist increased sales by five percent.

Additionally, favorable foreign currency translation and higher net selling prices both increased sales by two percent and positive sales mix increased sales by one percent.

Such increases were slightly offset by the divestiture of Hüppe, which decreased sales by one percent.

Operating profit in the Plumbing Products segment in 2021 was positively impacted by higher sales volume, favorable net selling prices, positive sales mix, cost savings initiatives and favorable currency translation.

These positive impacts were partially offset by increased commodity costs and an increase in other expenses (such as transportation and labor costs).

The Work Tools acquisition increased sales by one percent.

Operating profit in the Decorative Architectural Products segment in 2021 was positively impacted by favorable net selling prices as well as cost savings initiatives and lower fixed expenses in our lighting business.

These positive impacts were partially offset by higher commodity costs and an increase in other expenses (such as transportation and marketing costs), as well as a goodwill impairment charge in our lighting business.

North American net sales in 2021 increased 14 percent.

Higher sales volume of plumbing products, and to a lesser extent, builders' hardware, in aggregate, increased sales by seven percent.

The acquisitions of Kraus, Work Tools and Steamist increased sales by three percent and favorable net selling prices of paints and other coating and plumbing products increased sales by three percent.

Operating profit from North American operations in 2021 was positively affected by favorable net selling prices, higher sales volume, cost savings initiatives, and lower fixed expenses in our lighting business.

These positive impacts were partially offset by increased commodity costs and an increase in other expenses (such as transportation and labor costs) as well as a goodwill impairment charge in our lighting business.

Net sales from International operations in 2021 increased 27 percent.

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 [removed: pound,] [added: pound sterling,] Canadian [removed: dollar and] [added: dollar,] Chinese renminbi, and [added: Mexican peso, and] to market price fluctuations related to our financial investments.

At December 31, [removed: 2021,] [added: 2022,] 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.

We believe that our solid results of operations and financial position for [removed: 2021] [added: 2022] resulted from [removed: strong consumer demand for] our [removed: lower ticket, repair and remodel-oriented products along with our] continued focus on our three strategic pillars:

[removed: Additionally,] [added: In 2022,] we continued to return value to our shareholders by repurchasing approximately [removed: 17.6] [added: 16.6] million shares of our common stock and increasing our quarterly dividend by approximately [removed: 68 percent.][added: 19 percent compared to 2021.]

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

- Our spas, exercise pools and [added: aquatic] fitness systems are manufactured and sold under our HOT SPRING®, CALDERA®, FREEFLOW SPAS®, FANTASY SPAS® and ENDLESS POOLS® brands, as well as under other trademarks.

Certain exercise pools are also available on a consumer-direct basis in North America and Europe, while our [added: aquatic] fitness systems are sold through independent specialty retailers as well as on a consumer-direct basis in some areas.

These products are marketed primarily in North America under our BRASSCRAFT®, [removed: PLUMB SHOP®, COBRA®, COBRA PRO™] [added: PLUMBSHOP®, COBRA®] and MASTER PLUMBER® brands and are also sold under private label.

- 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 [removed: equipment, building products and medical] equipment [removed: components.][added: and building products.]

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

Foreign manufacturers competing with us are located primarily in [removed: Europe] [added: Europe, China] and [removed: China.][added: Canada.]

Net sales of architectural coatings comprised approximately [removed: 30] [added: 32] percent, [removed: 33] [added: 30] percent and [removed: 31] [added: 33] percent of our consolidated net sales from our continuing operations in [added: 2022,] 2021, [removed: 2020,] and [removed: 2019,] [added: 2020,] respectively.

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

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

Competitors for these products include Fortune Brands [removed: Home & Security,] [added: Innovations,] Inc.'s Moen brand, Gatco Fine Bathware, Kohler Co. and private label brands.

We monitor applicable laws and [removed: regulations] [added: regulations, including environmental laws] and [added: regulations, and] incur ongoing expense relating to compliance, however we do not expect that compliance with federal, state, local and foreign [removed: regulations,] [added: regulations] will result in material capital expenditures or have a material adverse effect on our results of operations and financial position.

[removed: We believe the] [added: 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.

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

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

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

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

Following is our workforce representation statistics as of December 31, [removed: 2021:][added: 2022:]

- In the U.S., our leadership team is comprised of [removed: 31] [added: 33] percent women and 26 percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of [removed: 24] [added: 25] percent and [removed: 20] [added: 21] percent, respectively.

- In the U.S., our salaried workforce is comprised of approximately 36 percent women and [removed: 29] [added: 30] percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of [removed: 27] [added: 28] percent and [removed: 26] [added: 28] percent, respectively.

- In the U.S., our hourly workforce, which includes hourly and exception hourly, is comprised of [removed: 38] [added: 37] percent women and [removed: 53] [added: 55] percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of 28 percent and [removed: 37] [added: 38] percent, respectively.

We have established specific aspirational [removed: workforce] representation goals for [added: 2025 for certain groups within] our U.S. workforce along with goals linked to employees’ experiences related to inclusion and belonging.

[removed: Progress] [added: Any progress] towards these goals is [added: regularly] measured [removed: on an annual basis] and is reviewed by our [removed: Organization and] Compensation [added: and Talent] 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 [removed: Annual Report on Form 10-K.][added: Report.]

[removed: We] [added: Throughout 2022, we] continued to implement the best practices and recommendations from the [removed: World Health Organization, the] Centers for Disease [removed: Control,] [added: Control] and the Department of Labor (OSHA).

At December 31, [removed: 2021,] [added: 2022,] we employed approximately [removed: 20,000] [added: 19,000] people.

We are also committed to keeping our employees healthy and safe in the workplace.

These aspirational goals are ambitious and are not intended to be commitments, promises, or guarantees of future achievement.

After establishing these goals, we faced and continue to face complexities and variables that are impacting our progress and may result in us not achieving our goals, such as a tightening labor market, challenging economic environment, changes to our portfolio of businesses via acquisitions or divestitures, and adjustments to our job levels and managerial headcount.

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").

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 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.

For the fiscal year ended December 31, [removed: 2021][added: 2022]

The aggregate market value of the Registrant's Common Stock held by non-affiliates of the Registrant on June 30, [removed: 2021] [added: 2022] (based on the closing sale price of [removed: $58.91] [added: $50.60] of the Registrant's Common Stock, as reported by the New York Stock Exchange on such date) was approximately [removed: $14,501,171,300.][added: $11,359,743,400.]

Number of shares outstanding of the Registrant's Common Stock at January 31, [removed: 2022:][added: 2023:]

[removed: 239,926,257] [added: 225,203,119] shares of Common Stock, par value $1.00 per share

Portions of the Registrant's definitive Proxy Statement to be filed for its [removed: 2022] [added: 2023] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

[removed: 2021] [added: 2022] Annual Report on Form 10-K

| [removed: [1A.](#i3c713ab283bf4abba75445a3c6f215ee_16)] [added: [1A.](#i36a282d385554ff8b263a43d5a8d9632_16)] | | | | | | [Risk [removed: Factors](#i3c713ab283bf4abba75445a3c6f215ee_16)] [added: Factors](#i36a282d385554ff8b263a43d5a8d9632_16)] | | | | | | [removed: [8](#i3c713ab283bf4abba75445a3c6f215ee_16)] [added: [7](#i36a282d385554ff8b263a43d5a8d9632_16)] | | |

| [removed: [1B.](#i3c713ab283bf4abba75445a3c6f215ee_19)] [added: [1B.](#i36a282d385554ff8b263a43d5a8d9632_19)] | | | | | | [Unresolved Staff [removed: Comments](#i3c713ab283bf4abba75445a3c6f215ee_19)] [added: Comments](#i36a282d385554ff8b263a43d5a8d9632_19)] | | | | | | [removed: [15](#i3c713ab283bf4abba75445a3c6f215ee_19)] [added: [14](#i36a282d385554ff8b263a43d5a8d9632_19)] | | |

| [removed: [3.](#i3c713ab283bf4abba75445a3c6f215ee_25)] [added: [3.](#i36a282d385554ff8b263a43d5a8d9632_25)] | | | | | | [Legal [removed: Proceedings](#i3c713ab283bf4abba75445a3c6f215ee_25)] [added: Proceedings](#i36a282d385554ff8b263a43d5a8d9632_25)] | | | | | | [removed: [16](#i3c713ab283bf4abba75445a3c6f215ee_25)] [added: [15](#i36a282d385554ff8b263a43d5a8d9632_25)] | | |

| [removed: [4.](#i3c713ab283bf4abba75445a3c6f215ee_28)] [added: [4.](#i36a282d385554ff8b263a43d5a8d9632_28)] | | | | | | [Mine Safety [removed: Disclosures](#i3c713ab283bf4abba75445a3c6f215ee_28)] [added: Disclosures](#i36a282d385554ff8b263a43d5a8d9632_28)] | | | | | | [removed: [16](#i3c713ab283bf4abba75445a3c6f215ee_28)] [added: [15](#i36a282d385554ff8b263a43d5a8d9632_28)] | | |

| [removed: [5.](#i3c713ab283bf4abba75445a3c6f215ee_34)] [added: [5.](#i36a282d385554ff8b263a43d5a8d9632_34)] | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i3c713ab283bf4abba75445a3c6f215ee_34)] [added: Securities](#i36a282d385554ff8b263a43d5a8d9632_34)] | | | | | | [removed: [17](#i3c713ab283bf4abba75445a3c6f215ee_34)] [added: [16](#i36a282d385554ff8b263a43d5a8d9632_34)] | | |

| [removed: [7.](#i3c713ab283bf4abba75445a3c6f215ee_40)] [added: [7.](#i36a282d385554ff8b263a43d5a8d9632_40)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i3c713ab283bf4abba75445a3c6f215ee_40)] [added: Operations](#i36a282d385554ff8b263a43d5a8d9632_40)] | | | | | | [removed: [19](#i3c713ab283bf4abba75445a3c6f215ee_40)] [added: [18](#i36a282d385554ff8b263a43d5a8d9632_40)] | | |

| [removed: [7A.](#i3c713ab283bf4abba75445a3c6f215ee_79)] [added: [7A.](#i36a282d385554ff8b263a43d5a8d9632_76)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i3c713ab283bf4abba75445a3c6f215ee_79)] [added: Risk](#i36a282d385554ff8b263a43d5a8d9632_76)] | | | | | | [removed: [36](#i3c713ab283bf4abba75445a3c6f215ee_79)] [added: [32](#i36a282d385554ff8b263a43d5a8d9632_76)] | | |

| [removed: [8.](#i3c713ab283bf4abba75445a3c6f215ee_82)] [added: [8.](#i36a282d385554ff8b263a43d5a8d9632_79)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i3c713ab283bf4abba75445a3c6f215ee_82)] [added: Data](#i36a282d385554ff8b263a43d5a8d9632_79)] | | | | | | [removed: [37](#i3c713ab283bf4abba75445a3c6f215ee_82)] [added: [33](#i36a282d385554ff8b263a43d5a8d9632_79)] | | |

| [removed: [9.](#i3c713ab283bf4abba75445a3c6f215ee_181)] [added: [9.](#i36a282d385554ff8b263a43d5a8d9632_172)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i3c713ab283bf4abba75445a3c6f215ee_181)] [added: Disclosure](#i36a282d385554ff8b263a43d5a8d9632_172)] | | | | | | [removed: [83](#i3c713ab283bf4abba75445a3c6f215ee_181)] [added: [77](#i36a282d385554ff8b263a43d5a8d9632_172)] | | |

| [removed: [9A.](#i3c713ab283bf4abba75445a3c6f215ee_184)] [added: [9A.](#i36a282d385554ff8b263a43d5a8d9632_175)] | | | | | | [Controls and [removed: Procedures](#i3c713ab283bf4abba75445a3c6f215ee_184)] [added: Procedures](#i36a282d385554ff8b263a43d5a8d9632_175)] | | | | | | [removed: [83](#i3c713ab283bf4abba75445a3c6f215ee_184)] [added: [77](#i36a282d385554ff8b263a43d5a8d9632_175)] | | |

| [removed: [9B.](#i3c713ab283bf4abba75445a3c6f215ee_190)] [added: [9B.](#i36a282d385554ff8b263a43d5a8d9632_181)] | | | | | | [Other [removed: Information](#i3c713ab283bf4abba75445a3c6f215ee_190)] [added: Information](#i36a282d385554ff8b263a43d5a8d9632_181)] | | | | | | [removed: [83](#i3c713ab283bf4abba75445a3c6f215ee_190)] [added: [77](#i36a282d385554ff8b263a43d5a8d9632_181)] | | |

| [removed: [10.](#i3c713ab283bf4abba75445a3c6f215ee_196)] [added: [10.](#i36a282d385554ff8b263a43d5a8d9632_187)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i3c713ab283bf4abba75445a3c6f215ee_196)] [added: Governance](#i36a282d385554ff8b263a43d5a8d9632_187)] | | | | | | [removed: [84](#i3c713ab283bf4abba75445a3c6f215ee_196)] [added: [78](#i36a282d385554ff8b263a43d5a8d9632_187)] | | |

| [removed: [11.](#i3c713ab283bf4abba75445a3c6f215ee_199)] [added: [11.](#i36a282d385554ff8b263a43d5a8d9632_190)] | | | | | | [Executive [removed: Compensation](#i3c713ab283bf4abba75445a3c6f215ee_199)] [added: Compensation](#i36a282d385554ff8b263a43d5a8d9632_190)] | | | | | | [removed: [84](#i3c713ab283bf4abba75445a3c6f215ee_199)] [added: [78](#i36a282d385554ff8b263a43d5a8d9632_190)] | | |

| [removed: [12.](#i3c713ab283bf4abba75445a3c6f215ee_202)] [added: [12.](#i36a282d385554ff8b263a43d5a8d9632_193)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i3c713ab283bf4abba75445a3c6f215ee_202)] [added: Matters](#i36a282d385554ff8b263a43d5a8d9632_193)] | | | | | | [removed: [84](#i3c713ab283bf4abba75445a3c6f215ee_202)] [added: [78](#i36a282d385554ff8b263a43d5a8d9632_193)] | | |

| [removed: [13.](#i3c713ab283bf4abba75445a3c6f215ee_205)] [added: [13.](#i36a282d385554ff8b263a43d5a8d9632_196)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i3c713ab283bf4abba75445a3c6f215ee_205)] [added: Independence](#i36a282d385554ff8b263a43d5a8d9632_196)] | | | | | | [removed: [84](#i3c713ab283bf4abba75445a3c6f215ee_205)] [added: [78](#i36a282d385554ff8b263a43d5a8d9632_196)] | | |

| [removed: [14.](#i3c713ab283bf4abba75445a3c6f215ee_208)] [added: [14.](#i36a282d385554ff8b263a43d5a8d9632_199)] | | | | | | [Principal Accountant Fees and [removed: Services](#i3c713ab283bf4abba75445a3c6f215ee_208)] [added: Services](#i36a282d385554ff8b263a43d5a8d9632_199)] | | | | | | [removed: [84](#i3c713ab283bf4abba75445a3c6f215ee_208)] [added: [78](#i36a282d385554ff8b263a43d5a8d9632_199)] | | |

| [removed: [15.](#i3c713ab283bf4abba75445a3c6f215ee_214)] [added: [15.](#i36a282d385554ff8b263a43d5a8d9632_205)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i3c713ab283bf4abba75445a3c6f215ee_214)] [added: Schedules](#i36a282d385554ff8b263a43d5a8d9632_205)] | | | | | | [removed: [85](#i3c713ab283bf4abba75445a3c6f215ee_214)] [added: [79](#i36a282d385554ff8b263a43d5a8d9632_205)] | | |

| [removed: [16.](#i3c713ab283bf4abba75445a3c6f215ee_217)] [added: [16.](#i36a282d385554ff8b263a43d5a8d9632_208)] | | | | | | [Form 10-K [removed: Summary](#i3c713ab283bf4abba75445a3c6f215ee_217)] [added: Summary](#i36a282d385554ff8b263a43d5a8d9632_208)] | | | | | | [removed: [88](#i3c713ab283bf4abba75445a3c6f215ee_217)] [added: [82](#i36a282d385554ff8b263a43d5a8d9632_208)] | | |

*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 [removed: reputation and] to develop innovative products, our ability to maintain our [added: public reputation, our ability to maintain our] competitive position in our industries, our reliance on key customers, the [removed: 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 [removed: 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 [added: acquired] and may [added: in the future] acquire, our ability to attract, develop and retain [added: a] talented and diverse [removed: personnel,] [added: workforce,] risks associated with [added: cybersecurity vulnerabilities, threats and attacks, risks associated with] our reliance on information systems and technology and [removed: risks associated with cybersecurity vulnerabilities, threats] [added: the impact of the ongoing COVID-19 pandemic on our business] and [removed: attacks.*][added: operations.*]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| | | | | | | [PART I](#i36a282d385554ff8b263a43d5a8d9632_10) | | | | | | | | |

| [1.](#i36a282d385554ff8b263a43d5a8d9632_13) | | | | | | [Business](#i36a282d385554ff8b263a43d5a8d9632_13) | | | | | | [2](#i36a282d385554ff8b263a43d5a8d9632_13) | | |

| [2.](#i36a282d385554ff8b263a43d5a8d9632_22) | | | | | | [Properties](#i36a282d385554ff8b263a43d5a8d9632_22) | | | | | | [15](#i36a282d385554ff8b263a43d5a8d9632_22) | | |

| | | | | | | [PART II](#i36a282d385554ff8b263a43d5a8d9632_31) | | | | | | | | |

| [6.](#i36a282d385554ff8b263a43d5a8d9632_37) | | | | | | [\[Reserved\]](#i36a282d385554ff8b263a43d5a8d9632_37) | | | | | | [17](#i36a282d385554ff8b263a43d5a8d9632_37) | | |

| [9C.](#i36a282d385554ff8b263a43d5a8d9632_1884) | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#i36a282d385554ff8b263a43d5a8d9632_1884) | | | | | | [77](#i36a282d385554ff8b263a43d5a8d9632_1884) | | |

| | | | | | | [PART III](#i36a282d385554ff8b263a43d5a8d9632_184) | | | | | | | | |

| | | | | | | [PART IV](#i36a282d385554ff8b263a43d5a8d9632_202) | | | | | | | | |

| | | | | | | [Signatures](#i36a282d385554ff8b263a43d5a8d9632_211) | | | | | | [83](#i36a282d385554ff8b263a43d5a8d9632_211) | | |

| | | | | | | [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) | | |

The table below lists principal North American properties as of December 31, [removed: 2021.][added: 2022.]

| Plumbing Products | | | | | | 22 | | | | | | [removed: 11] [added: 12] | | |

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

The table below lists principal properties outside of North America as of December 31, [removed: 2021.][added: 2022.]

| Plumbing Products | | | | | | [removed: 10] [added: 8] | | | | | | [removed: 17] [added: 16] | | |

| Totals | | | | | | [removed: 10] [added: 8] | | | | | | [removed: 17] [added: 16] | | |

We lease our corporate headquarters in Livonia, Michigan, and we own a building in Taylor, [removed: Michigan] [added: Michigan,] that is used by our Masco Technical Services (research and development) department.

We regularly review our anticipated requirements for facilities and, on the basis of that review, [added: have and] may [removed: from time to time] [added: in the future,] build, acquire or lease additional facilities, or expand additional facilities.

On January 31, [removed: 2022,] [added: 2023,] there were approximately [removed: 2,700] [added: 2,600] holders of record of our common stock.

The Board of Directors declared a quarterly dividend of [removed: $0.28] [added: $0.285] per share in the first quarter of [removed: 2022] [added: 2023] with the intention to increase the annual dividend to [removed: $1.12] [added: $1.14] per share.

Effective [removed: February 10, 2021,] [added: October 20, 2022,] our Board of Directors authorized the repurchase, for retirement, of up to $2.0 billion of shares of our common stock in open-market transactions or otherwise, replacing the previous Board of Directors authorization established in [removed: 2019.][added: 2021.]

We repurchased and retired [removed: 17.6] [added: 16.6] million shares of our common stock for the year ended December 31, [removed: 2021] [added: 2022] for approximately [removed: $1,026] [added: $914] million.

This included [removed: 0.7] [added: 0.6] million shares to offset the dilutive impact of restricted stock units granted in [removed: 2021.][added: 2022.]

At December 31, [removed: 2021,] [added: 2022,] we had [removed: $1,128 million] [added: $2.0 billion] remaining under the [removed: 2021] [added: 2022] authorization.

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: 2016] [added: 2017] through December 31, [removed: 2021,] [added: 2022,] when the closing price of our common stock was [removed: $70.22.][added: $46.67.]

The graph assumes investments of $100 on December 31, [removed: 2016] [added: 2017] 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: 2016] [added: 2017] 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: 2017] [added: 2018] | | | | | | [removed: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | |

| Masco | | | $ | 66.55 | | | | | $ | 109.22 | | | | | $ | 125.01 | | | | | $ | 159.81 | | | | | $ | 106.21 | |

| S&P 500 Index | | | $ | 93.76 | | | | | $ | 120.84 | | | | | $ | 140.49 | | | | | $ | 178.27 | | | | | $ | 143.61 | |

| S&P Industrials Index | | | $ | 85.00 | | | | | $ | 107.81 | | | | | $ | 117.52 | | | | | $ | 140.32 | | | | | $ | 130.35 | |

| S&P Consumer Durables & Apparel Index | | | $ | 86.69 | | | | | $ | 114.67 | | | | | $ | 135.78 | | | | | $ | 164.21 | | | | | $ | 114.07 | |

The following table provides information regarding the repurchase of our common stock for the three-month period ended December 31, 2021.

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

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

| Period | | | Total Number of Shares Purchased | | | | | | Average Price Paid Per Common Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | | | | | | Maximum Value of Shares That May Yet Be Purchased Under the Plans or Programs | | |

| 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 | |

We assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2021] [added: 2022] 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: 2021.][added: 2022.]

PricewaterhouseCoopers 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and expressed an unqualified opinion on our [removed: 2021] [added: 2022] consolidated financial statements.

[removed: Financial Statements and Supplementary Data'] [added: This report is included herein] under the heading "Report of Independent Registered Public Accounting Firm."

We have audited the accompanying consolidated balance sheets of Masco Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the related consolidated statements of operations, of comprehensive income (loss), of [removed: shareholders'] [added: shareholders’] equity and of cash flows for each of the three years in the period ended December 31, [removed: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2021] [added: 2022] 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: 2021,] [added: 2022,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

[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: $568] [added: $537] million as of December 31, [removed: 2021.][added: 2022.]

In connection with its annual assessment, management recorded a [removed: $45] [added: $19] million non-cash goodwill impairment charge within their Decorative Architectural Products segment.

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; [added: and] (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 [removed: sales and the discount rates,] [added: sales,] as [removed: applicable; and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.][added: applicable.]

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 [removed: management, including] [added: management related to] forecasted [removed: sales and the discount rates,] [added: sales,] as applicable.

Evaluating management’s [removed: assumption] [added: assumptions] related to forecasted sales involved evaluating whether the assumptions used were reasonable considering (i) the current and past performance of the reporting units, (ii) the consistency with external market and industry data as [added: it] relates to forecasted sales, and (iii) whether they were consistent with evidence obtained in other areas of the audit.

December 31, [removed: 2021] [added: 2022] and [removed: 2020][added: 2021]

| | | | [added: 2022 | | | | | |] 2021 | | | | | | 2020 | | |

| [removed: Current Assets:] [added: Current assets:] | | | | | | | | | | | |

| Cash and cash investments | | | $ | [removed: 926] [added: 452] | | | | | $ | [removed: 1,326] [added: 926] | |

| Receivables | | | [removed: 1,171] [added: 1,149] | | | | | | [removed: 1,138] [added: 1,171] | | |

| Inventories | | | [removed: 1,216] [added: 1,236] | | | | | | [removed: 876] [added: 1,216] | | |

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

| Total current assets | | | [removed: 3,422] [added: 2,946] | | | | | | [removed: 3,489] [added: 3,422] | | |

| Property and equipment, net | | | [removed: 896] [added: 975] | | | | | | [removed: 908] [added: 896] | | |

| Goodwill | | | [removed: 568] [added: 537] | | | | | | [removed: 563] [added: 568] | | |

| Other intangible assets, net | | | [removed: 388] [added: 350] | | | | | | [removed: 357] [added: 388] | | |

| Operating lease right-of-use assets | | | [removed: 187] [added: 266] | | | | | | [removed: 166] [added: 187] | | |

| Other assets | | | [removed: 114] [added: 113] | | | | | | [removed: 294] [added: 114] | | |

| Total assets | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] $ | [added: 5,187 | | | | | $ |] 5,575 | | | | | $ | 5,777 | |

| [removed: Current Liabilities:] [added: Current liabilities:] | | | | | | | | | | | |

| Accounts payable | | | $ | [removed: 1,045] [added: 877] | | | | | $ | [removed: 893] [added: 1,045] | |

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

| Accrued liabilities | | | [removed: 884] [added: 807] | | | | | | [removed: 1,038] [added: 884] | | |

| Total current liabilities | | | [removed: 1,939] [added: 1,889] | | | | | | [removed: 1,934] [added: 1,939] | | |

| Long-term debt | | | [removed: 2,949] [added: 2,946] | | | | | | [removed: 2,792] [added: 2,949] | | |

| Noncurrent operating lease liabilities | | | [removed: 172] [added: 255] | | | | | | [removed: 149] [added: 172] | | |

| Other liabilities | | | [removed: 437] [added: 339] | | | | | | [removed: 481] [added: 437] | | |

| Total liabilities | | | $ | [removed: 5,497] [added: 5,429] | | | | | $ | [removed: 5,356] [added: 5,497] | |

| Redeemable noncontrolling interest | | | [removed: 22] [added: 20] | | | | | | [removed: —] [added: 22] | | |

| Common shares, par value $1 per share Authorized shares: 1,400,000,000; Issued and outstanding: [removed: 2021] [added: 2022] – [removed: 241,200,000; 2020] [added: 225,300,000; 2021] – [removed: 258,200,000] [added: 241,200,000] | | | [removed: 241] [added: 225] | | | | | | [removed: 258] [added: 241] | | |

February 9, 2023

| Less: Net income attributable to noncontrolling interest | | | 61 | | | | | | 68 | | | | | | 52 | | |

| Net income attributable to Masco Corporation | | | $ | 844 | | | | | $ | 410 | | | | | $ | 1,224 | |

| | | | — | | | | | | (15) | | | | | | 18 | | |

For the Years Ended December 31, 2022, 2021 and 2020

| Net income | | | $ | 905 | | | | | $ | 478 | | | | | $ | 1,276 | |

| Proceeds from term loan | | | 500 | | | | | | — | | | | | | — | | |

| Payment of term loan | | | (300) | | | | | | — | | | | | | — | | |

For the Years Ended December 31, 2022, 2021 and 2020

| Repurchased | | | (914) | | | | | | (17) | | | | | | (32) | | | | | | (865) | | | | | | — | | | | | | — | | |

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

| Balance, December 31, 2022 | | | $ | (262) | | | | | $ | 225 | | | | | $ | 16 | | | | | $ | (947) | | | | | $ | 226 | | | | | $ | 218 | |

A liability is recorded for uncertain tax positions where it is more likely than not the position may not be sustained based on its technical merits.

We adopted this standard for annual periods beginning January 1, 2022.

We adopted this standard for annual periods beginning January 1, 2022.

Recently Issued Accounting Pronouncements. In September 2022, the FASB issued ASU 2022-04, "Liabilities – Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires that an entity that uses a supplier finance program in connection with the purchase of goods or services disclose information about the program’s nature, activity during the period, changes from period to period, and potential magnitude.

ASU 2022-04 is effective for annual periods on a retrospective basis, including interim periods within those annual periods, beginning January 1, 2023, except for the amendment on rollforward information, which is effective prospectively for annual periods beginning January 1, 2024.

The adoption of this guidance will modify our disclosures, but will not have a material impact on our financial statements.

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

This business is included in our Plumbing Products segment.

During the first quarter of 2022, we recorded a $2 million pre-tax post-closing gain related to the finalization of working capital items in other, net in our consolidated statement of operations.

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

| | | | Year Ended December 31, 2022 | | | | | | | | | | | | | | |

| North America | | | $ | 3,550 | | | | | $ | 3,428 | | | | | $ | 6,978 | |

| Total | | | $ | 5,252 | | | | | $ | 3,428 | | | | | $ | 8,680 | |

| Primary geographic markets: | | | | | | | | | | | | | | | | | |

| | | | Plumbing Products | | | | | | Decorative Architectural Products | | | | | | Total | | |

| Primary geographic markets: | | | | | | | | | | | | | | | | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 2022 | | | | | | | | | | | | 2021 | | | | | | | | |

| | | | 2022 | | | | | | 2021 | | |

| | | | 2,166 | | | | | | 2,039 | | |

| Plumbing Products | | | $ | 611 | | | | | $ | (301) | | | | | $ | 310 | |

| Decorative Architectural Products | | | 366 | | | | | | (139) | | | | | | 227 | | |

| Total | | | $ | 977 | | | | | $ | (440) | | | | | $ | 537 | |

| Plumbing Products (A) | | | $ | 623 | | | | | $ | (301) | | | | | $ | 322 | | | | | $ | — | | | | | | | | | | | $ | — | | | | | $ | (12) | | | | | $ | 310 | |

| Total | | | $ | 989 | | | | | $ | (421) | | | | | $ | 568 | | | | | $ | — | | | | | | | | | | | $ | (19) | | | | | $ | (12) | | | | | $ | 537 | |

We recognized a $19 million and $7 million non-cash impairment charge within our Decorative Architectural Products segment to goodwill and other indefinite-lived intangible assets, respectively, in the fourth quarter of 2022 due to competitive market conditions, higher inflationary costs and increased cost of capital in our lighting business.

The financial performance metrics were not met and the fair value of the liability was nil as of December 31, 2022.

The 364-day term loan has an interest rate that resets monthly and the fair value of this instrument approximates the carrying value at December 31, 2022.

This report appears under 'Item 8.

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

February 8, 2022

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

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

| Credit Agreement and other financing costs | | | — | | | | | | — | | | | | | (2) | | |

| Balance, January 1, 2019 | | | $ | 69 | | | | | $ | 294 | | | | | $ | — | | | | | $ | (278) | | | | | $ | (127) | | | | | $ | 180 | |

| Repurchased | | | (896) | | | | | | (20) | | | | | | (42) | | | | | | (834) | | | | | | — | | | | | | — | | |

| Balance, December 31, 2019 | | | $ | (56) | | | | | $ | 276 | | | | | $ | — | | | | | $ | (332) | | | | | $ | (179) | | | | | $ | 179 | |

| Cumulative effect of adoption of new credit loss standard | | | (1) | | | | | | — | | | | | | — | | | | | | (1) | | | | | | — | | | | | | — | | |

MASCO CORPORATION

A.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

ACCOUNTING POLICIES (Continued)

Possible sources of taxable income include taxable income in carryback periods, the future reversal of existing taxable temporary differences recorded as a deferred tax liability, tax-planning strategies that generate future income or gains in excess of anticipated losses in the carryforward period and projected future taxable income.

Significant weight is given to positive and negative evidence that is objectively verifiable.

A company's three-year cumulative loss position is significant negative evidence in considering whether deferred tax assets are realizable, and the accounting guidance restricts the amount of reliance we can place on projected taxable income to support the recovery of the deferred tax assets.

We believe that there is an increased potential for volatility in our effective tax rate because this threshold allows for changes in the income tax environment and, to a greater extent, the inherent complexities of income tax law in a substantial number of jurisdictions, which may affect the computation of our liability for uncertain tax positions.

Recently Adopted Accounting Pronouncements. In January 2020, the FASB issued ASU 2020-01, "Investments—Equity Securities (Topic 321)," "Investments—Equity Method and Joint Ventures (Topic 323)," and "Derivatives and Hedging (Topic 815): Clarifying the Interactions between Topic 321, Topic 323, and Topic 815," which clarifies that an entity should consider observable transactions when either applying or discontinuing the equity method of accounting for the purposes of applying the measurement alternative in accordance with Topic 321.

ASU 2020-01 clarifies that for certain forward contracts or purchased options to acquire investments, an entity should not consider whether, upon settlement of the forward contract or exercise of the purchased option, the underlying securities would be accounted for under the equity method or the fair value option.

We adopted ASU 2020-01 prospectively beginning on January 1, 2021.

This amount is subject to working capital and other adjustments.

C.

On September 6, 2019, we completed the divestiture of our UK Window Group business ("UKWG"), a manufacturer and distributor of windows and doors, for proceeds of approximately $8 million, of which $2 million net of cash disposed was received upon sale.

The remaining $6 million was accounted for as a note receivable that was collected in the third quarter of 2021.

In connection with the sale, we recognized a gain on the divestiture of $368 million for the year ended December 31, 2019, which is included in income from discontinued operations, net in the consolidated statements of operations.

In 2019, we determined that the previously reported Windows and Other Specialty Products segment met the criteria to be classified as a discontinued operation as a result of the combined sale of UKWG and Milgard.

These businesses represented all of our windows businesses and all remaining businesses in the Windows and Other Specialty Products segment.

In connection with the sale, we recognized a gain on the divestiture of $585 million for the year ended December 31, 2020, which was included in income from discontinued operations, net in the consolidated statements of operations.

We determined that the assets and liabilities for Cabinetry, Milgard and UKWG met the held for sale criteria in accordance with ASC 205-20, Discontinued Operations, during 2019.

We ceased recording depreciation and amortization for the held for sale assets upon meeting the held for sale criteria.

| Impairment charge for goodwill (A) | | | — | | | | | | — | | | | | | 7 | | |

(A) In the first quarter of 2019, we recognized a $7 million non-cash goodwill impairment charge related to a decline in the long-term outlook of our windows and doors business in the United Kingdom.

Other selected financial information for Cabinetry, Milgard and UKWG during the period owned by us, were as follows, in millions:

| Depreciation and amortization | | | $ | — | | | | | $ | — | | | | | $ | 29 | |

| Capital expenditures | | | — | | | | | | 1 | | | | | | 34 | | |

| ROU assets obtained in exchange for new lease obligations | | | — | | | | | | — | | | | | | 3 | | |

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

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

| North America | | | $ | 2,605 | | | | | $ | 2,723 | | | | | | | | | | | | | | | | | $ | 5,328 | |

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: 2021,] [added: 2022,] 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: 2021,] [added: 2022,] 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.

PART III

Not applicable.

PART III

Other information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, to be filed before [removed: April 29, 2022,] [added: May 1, 2023,] and such information is incorporated herein by reference.

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, to be filed before [removed: April 29, 2022,] [added: May 1, 2023,] and such information is incorporated herein by reference.

The following table sets forth information as of December 31, [removed: 2021] [added: 2022] concerning the 2014 Plan, which was approved by our stockholders.

| Plan Category | | | [added: | | |] Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights | | | | | | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights | | | | | | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column) | | |

The remaining information required by this Item will be contained in our definitive Proxy Statement for our [removed: 2022] [added: 2023] Annual Meeting of Stockholders, to be filed before [removed: April 29, 2022,] [added: May 1, 2023,] and such information is incorporated herein by reference.

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

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

| Equity compensation plans approved by stockholders | | | | | | 2,988,171 | | | | | | $ | 39.25 | | | | | 11,702,436 | | |

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

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

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

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, to be filed before [removed: April 29, 2022,] [added: May 1, 2023,] and such information is incorporated herein by reference.

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2022] [added: 2023] Annual Meeting of Stockholders, to be filed before [removed: April 29, 2022,] [added: May 1, 2023,] 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: 2021] [added: 2022] and [removed: 2020,] [added: 2021,] and for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] consist of the following:

| [Consolidated Balance [removed: Sheets](#i3c713ab283bf4abba75445a3c6f215ee_91)] [added: Sheets](#i36a282d385554ff8b263a43d5a8d9632_88)] | | | [removed: [40](#i3c713ab283bf4abba75445a3c6f215ee_91)] [added: [36](#i36a282d385554ff8b263a43d5a8d9632_88)] | | |

| [Consolidated Statements of [removed: Operations](#i3c713ab283bf4abba75445a3c6f215ee_94)] [added: Operations](#i36a282d385554ff8b263a43d5a8d9632_91)] | | | [removed: [41](#i3c713ab283bf4abba75445a3c6f215ee_94)] [added: [37](#i36a282d385554ff8b263a43d5a8d9632_91)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i3c713ab283bf4abba75445a3c6f215ee_97)] [added: (Loss)](#i36a282d385554ff8b263a43d5a8d9632_94)] | | | [removed: [42](#i3c713ab283bf4abba75445a3c6f215ee_97)] [added: [38](#i36a282d385554ff8b263a43d5a8d9632_94)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i3c713ab283bf4abba75445a3c6f215ee_100)] [added: Flows](#i36a282d385554ff8b263a43d5a8d9632_97)] | | | [removed: [43](#i3c713ab283bf4abba75445a3c6f215ee_100)] [added: [39](#i36a282d385554ff8b263a43d5a8d9632_97)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#i3c713ab283bf4abba75445a3c6f215ee_103)] [added: Equity](#i36a282d385554ff8b263a43d5a8d9632_100)] | | | [removed: [44](#i3c713ab283bf4abba75445a3c6f215ee_103)] [added: [40](#i36a282d385554ff8b263a43d5a8d9632_100)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i3c713ab283bf4abba75445a3c6f215ee_106)] [added: Statements](#i36a282d385554ff8b263a43d5a8d9632_103)] | | | [removed: [45](#i3c713ab283bf4abba75445a3c6f215ee_106)] [added: [41](#i36a282d385554ff8b263a43d5a8d9632_103)] | | |

Our Financial Statement Schedule appended hereto, as required for the years ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019,] [added: 2020,] consists of the following:

| [II. Valuation and Qualifying [removed: Accounts](#i3c713ab283bf4abba75445a3c6f215ee_223)] [added: Accounts](#i36a282d385554ff8b263a43d5a8d9632_214)] | | | [removed: [91](#i3c713ab283bf4abba75445a3c6f215ee_223)] [added: [85](#i36a282d385554ff8b263a43d5a8d9632_214)] | | |

| [removed: [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)] [added: [4.b.ii](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.](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)] [added: [4.b.iv](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.](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] [added: [4.b.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/62996/000095010321020122/dp164038_ex10.htm)] [added: [10.a](http://www.sec.gov/Archives/edgar/data/62996/000006299622000018/exhibit10a.htm)] | | | | | | Credit Agreement dated as of [removed: March 13, 2019] [added: April 26, 2022] 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, [removed: SunTrust] [added: Truist] Bank, Bank of America, N.A., Fifth Third Bank and Wells Fargo Bank, National Association, as Co-Documentation [removed: Agents, as amended by Amendment No. 1 dated as of December 22, 2021.] [added: Agents.] | | | | | | | | | | | | | | | [removed: 8-K] [added: 10-Q] | | | | | | [removed: 10] [added: 10a] | | | | | | [removed: 12/22/2021] [added: 04/27/2022] | | | | | | | | |

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

| [removed: [10.b](http://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-10_bi.htm)] [added: [10.c](http://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-10_bi.htm)] | | | | | | Masco Corporation 2005 Long Term Stock Incentive Plan (Amended and Restated May 11, 2010): | | | | | | | | | | | | | | | 2015 10-K | | | | | | 10.b.i | | | | | | 02/12/2016 | | | | | | | | |

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

| [removed: [10.c](http://www.sec.gov/Archives/edgar/data/62996/000006299616000041/exhibit10a63016.htm)] [added: [10.d](http://www.sec.gov/Archives/edgar/data/62996/000006299616000041/exhibit10a63016.htm)] | | | | | | Masco Corporation 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016): | | | | | | | | | | | | 10-Q | | | | | | 10.a | | | | | | 07/26/2016 | | | | | | | | |

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

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

| [removed: [10.c.iii](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10ciii.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10ciii.htm)[d](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10ciii.htm)[.iii](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10ciii.htm)] | | | | | | | | | | | | for awards between December 17, 2019 and February 2, 2022 | | | | | | 2019 10-K | | | | | | 10.c.iii | | | | | | 02/11/2020 | | | | | | | | |

| [removed: [10.c.iv](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10civ.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10civ.htm)[d](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10civ.htm)[.iv](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10civ.htm)] | | | | | | | | | | | | for awards on or after February 3, 2022 | | | | | | [added: 2021 10-K] | | | | | | [added: 10.c.iv] | | | | | | [added: 02/08/2022] | | | | | | [removed: X] | | |

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

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

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

| [removed: [10.c.viii](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cviii.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cviii.htm)[d](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cviii.htm)[.viii](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cviii.htm)] | | | | | | | | | | | | for grants on or after February 3, 2022 | | | | | | [added: 2021 10-K] | | | | | | [added: 10.c.viii] | | | | | | [added: 02/08/2022] | | | | | | [removed: X] | | |

| [removed: [10.c.xi](http://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10cv.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10cv.htm)[d](http://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10cv.htm)[.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.x](http://www.sec.gov/Archives/edgar/data/62996/000006299620000016/exhibit10a03312020.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000006299620000016/exhibit10a03312020.htm)[d](http://www.sec.gov/Archives/edgar/data/62996/000006299620000016/exhibit10a03312020.htm)[.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.xi](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxi.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxi.htm)[d](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxi.htm)[.xi](http://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. | | | | | | | | | | | | [added: 2021 10-K] | | | | | | [added: 10.c.xi] | | | | | | [added: 02/08/2022] | | | | | | [removed: X] | | |

| [removed: [10.c.xii](http://www.sec.gov/Archives/edgar/data/62996/000006299616000041/exhibit10b63016.htm)] [added: [10.d.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.xiii](http://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10c.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10c.htm)[d](http://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10c.htm)[.xiii](http://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10c.htm)] | | | | | | | | | | | | for Non-Employee Directors for awards prior to July 1, 2018 | | | | | | 8-K | | | | | | 10.c | | | | | | 05/06/2014 | | | | | | | | |

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

| [removed: [10.c.xv](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cxiii.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cxiii.htm)[d](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cxiii.htm)[.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.c.xvi](http://www.sec.gov/Archives/edgar/data/0000062996/000006299620000006/exhibit10cxiv.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/0000062996/000006299620000006/exhibit10cxiv.htm)[d](http://www.sec.gov/Archives/edgar/data/0000062996/000006299620000006/exhibit10cxiv.htm)[.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 | | | | | | | | |

| [removed: [10.c.xvii](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm)[d](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm)[.xvii](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm)] | | | | | | | | | | | | for awards on or after February [removed: 3,] [added: 4,] 2022 | | | | | | [added: 2021 10-K] | | | | | | [added: 10.c.xvii] | | | | | | [added: 02/08/2022] | | | | | | [removed: X] | | |

| [removed: [10.d](http://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-10_diii.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-10_diii.htm)[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 | | | | | | | | |

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

| [removed: [10.f](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10f.htm)] [added: [10.g](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10f.htm)] | | | | | | Compensation of Non-Employee Directors. | | | | | | [removed: | | | | | |] [added: 2021 10-K] | | | | | | [added: 10.f] | | | | | | [added: 02/08/2022] | | | | | | [removed: X] | | |

| [removed: [10.g](http://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit10i.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit10i.htm)[h](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. | | | | | | 2016 10-K | | | | | | 10.i | | | | | | 02/09/2017 | | | | | | | | |

| [removed: [10.h](http://www.sec.gov/Archives/edgar/data/0000062996/000006299621000024/exhibit10.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/0000062996/000006299621000024/exhibit10.htm)[i](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 | | | | | | | | |

| [removed: [10.i](http://www.sec.gov/ix?doc=/Archives/edgar/data/0000062996/000006299622000003/mas-20220204.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000006299622000003/exhibit10-zondervanofferle.htm)[j](http://www.sec.gov/Archives/edgar/data/62996/000006299622000003/exhibit10-zondervanofferle.htm)] | | | | | | Employment Offer Letter dated January 6, 2022 between Robin Zondervan and Masco Corporation | | | | | | 8-K | | | | | | 10 | | | | | | 02/07/2022 | | | | | | | | |

| [10.b](http://www.sec.gov/Archives/edgar/data/62996/000006299622000018/exhibit10b.htm) | | | | | | Term Loan Credit Agreement dated as of April 26, 2022 by and among Masco Corporation as borrower, the lenders party thereto, PNC Bank, National Association, as Administrative Agent and PNC Capital Markets LLC as Sole Bookrunner and Sole Lead Arranger. | | | | | | | | | | | | | | | 10-Q | | | | | | 10b | | | | | | 04/27/2022 | | | | | | | | |

| | | | | | | Form of Stock Option Grant Agreements: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [10.b.ii](http://www.sec.gov/Archives/edgar/data/62996/000006299618000015/exhibit10biv.htm) | | | | | | | | | | | | for grants during 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 2012 | | | | | | | | | 2015 10-K | | | | | | 10.b.i(ii)(C) | | | | | | 02/12/2016 | | | | | | | | |

| [removed: | | |] By: | | | /s/ John G. Sznewajs | | | [added: | | |]

[removed: February 8, 2022][added: | 2022 | | | | | | $ | 6 | | | | | $ | 5 | | | | | $ | — | | | | | | | | $ | (3) | | | | | (a) | | | $ | 8 | |]

| /s/ [removed: John P. Lindow] [added: Robin L. Zondervan] | | | | | | *Vice President, Controller and Chief Accounting Officer* | | | | | | | | |

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

| [removed: /s/] Charles K. Stevens, III | | | | | | | | | | | | | | |

| [added: /s/] Charles K. Stevens, III | | | | | | *Director* | | | | | | | | |

For the Years Ended December 31, [removed: 2021, 2020] [added: 2022, 2021] and [removed: 2019][added: 2020]

| Allowances for [removed: doubtful accounts,] [added: credit losses] deducted from accounts receivable in the balance sheet: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

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

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

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

February 9, 2023

| Robin L. Zondervan | | | | | | | | | | | | | | |

| /s/ Aine L. Denari | | | | | | *Director* | | | | | | | | |

| Aine L. Denari | | | | | | | | | | | | | | |

| | | | | | | | | | | | | *February 9, 2023* | | |

| 2022 | | | | | | $ | 17 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | (2) | | | | | (d) | | | $ | 15 | |

| John P. Lindow | | | | | | | | | | | | | | |

| 2019 | | | | | | $ | 5 | | | | | $ | 1 | | | | | $ | — | | | | | | | | $ | (2) | | | | | (a) | | | $ | 4 | |

| 2019 | | | | | | $ | 43 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | (5) | | | | | (e) | | | $ | 38 | |

(c)Includes a $1 million adjustment related to the cumulative effect of adoption of the new credit loss standard.