Masco (MAS) 10-K risk factor changes: FY2023 vs FY2022

There are a number of business risks and uncertainties that could [removed: affect] [added: impact] our business.

Our business strategy is focused on residential repair and remodeling activity and, to a lesser extent, on new home construction activity, both of which are impacted by a number of economic [removed: factors] and other factors.

Our business [added: performance] relies on residential repair and remodeling activity and, to a lesser extent, on new home construction activity.

- the availability of skilled tradespeople for repair and remodeling work; [added: and]

- trends in lifestyle and housing design; [removed: and]

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

[removed: An economic contraction] [added: Economic contractions] or [removed: recession] [added: recessions] have [removed: in the past] resulted in and could in the future result in a decline in residential repair and remodeling activity or in demand for new home construction, adversely [removed: affecting] [added: impacting] our results of operations and financial position.

Our business performance and results [added: of operations] could be adversely [removed: affected] [added: impacted] if we are unable to timely and effectively execute our strategy.

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

If we are not able to identify suitable acquisition candidates or consummate potential acquisitions within a desired time frame or at acceptable terms and prices, our long-term competitive positioning may be [removed: affected.][added: impacted.]

- difficulties in retaining critical employees of the acquired [removed: businesses.][added: businesses;]

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

Our failure to address these risks could cause us to incur additional costs and fail to realize the anticipated benefits of our acquisitions and could adversely [removed: affect] [added: impact] our results of operations and financial position.

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

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

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

Sourcing these [removed: raw materials, components, finished products] [added: goods] and services from alternate suppliers, including suppliers from new geographic regions, or re-engineering our products as a result of supplier disruptions, [removed: is] [added: can be] 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 supply, has disrupted and could [removed: continue to] [added: in the future] disrupt our business and [added: has had and] may [added: in the future] have [removed: a material] [added: an] adverse [removed: effect] [added: impact] on our results of operations and financial position.

Many of the suppliers we rely upon are located in [removed: foreign countries, primarily China.][added: countries outside of the United States.]

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

If we are unable to effectively manage our supply chain [removed: or if we continue to experience such issues,] our results of operations and financial position could be adversely [removed: affected.][added: impacted.]

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

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

Further, our production has been and may in the future be [removed: affected] [added: impacted] 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.

Energy prices have also increased and, this coupled with potential energy supply shortages, [removed: could continue to increase our] [added: has resulted in increased] production and transportation [removed: costs.][added: costs, which may continue in the future.]

These factors could adversely [removed: affect] [added: impact] our results of operations and financial position.

It can be difficult for us to pass [added: our cost increases] on to [removed: customers] our [removed: cost increases.][added: customers.]

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

Increased selling prices for our products have [added: led] and may in the future lead to sales declines and loss of market share, particularly if those prices are not competitive.

When our material costs decline, we have [removed: experienced] [added: received] and may in the future receive pressure from our customers to reduce our prices.

Such [removed: reductions] [added: events] could adversely [removed: affect] [added: impact] our results of operations and financial position.

From time to time we enter into long-term agreements with certain significant suppliers to help ensure continued availability of the commodities we require to produce our products and to establish firm pricing, but [removed: at times] these contractual commitments may result in our paying above market prices for commodities during the term of the contract.

This strategy increases the possibility that we may make commitments for these commodities at prices that subsequently exceed their market prices, which has occurred and could occur in the future [added: has had] and may [removed: adversely affect] [added: in the future have an adverse impact on] our results of operations and financial position.

In [removed: 2022,] [added: 2023,] 20 percent of our sales [removed: from continuing operations] were made outside of North America [removed: (principally] [added: (particularly] in Europe) and transacted in currencies other than the U.S. dollar.

- [added: differences in] the policies of the U.S. and foreign governments;

- timeliness of transportation and port [removed: congestion;][added: congestion.]

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

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

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

Additionally, while it is difficult to assess what changes may occur and the relative effect on our international tax structure, significant changes in how U.S. and [removed: foreign] [added: international] jurisdictions tax cross-border transactions could adversely [removed: affect] [added: impact] our results of operations and financial position.

- changing government policies and programs;

- age of the housing stock;

- unforeseen liabilities.

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.

Furthermore, stakeholders are increasingly scrutinizing companies' environmental, social and governance (“ESG”) practices, and stakeholders’ expectations regarding ESG practices are diverse and rapidly changing.

These attacks could have the following impacts on our business, some of which we have experienced:

- business interruption;

- damage to our relationships with our employees, suppliers, customers and consumers;

- damage to the reputation of our brands;

- data corruption;

- exposure or loss of proprietary confidential or financial information or the personal information of our employees, suppliers, customers or consumers;

- exposure to litigation;

- inability to report our financial results in a timely manner;

- increased costs associated with the remediation and mitigation of such attacks;

- product shipment delays;

- production or operational downtime; and

- theft of our assets.

- unforeseen liabilities;

We have been and continue to be affected by a shortage of qualified personnel primarily for our hourly workforce.

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.

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

Coronavirus Disease Risks

The ongoing COVID-19 pandemic has and may continue to impact our operations, which may impact our results and our financial condition.

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

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

To the extent COVID-19 impacts our business and our operations, it may also have the effect of heightening certain of the other risks described in this Report, such as those relating to our international operations and global strategies and our dependence on suppliers.

See also “Cautionary Statement Concerning Forward-Looking Statements” at the beginning of this [removed: Report.*][added: Report.]

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

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

We discuss our consolidated results as well as our Business Segment and Geographic Area results of operations for the year ended December 31, [removed: 2022] [added: 2023] versus December 31, [removed: 2021.][added: 2022.]

A detailed discussion of our consolidated, Business Segment and Geographic Area results of operations for the [removed: years] [added: year] ended December 31, [removed: 2021] [added: 2022] compared to the year ended December 31, [removed: 2020] [added: 2021] 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: 2021,] [added: 2022,] which was filed with the SEC on February [removed: 8, 2022.][added: 9, 2023.]

Below is a summary of our net sales, in millions, for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Change | | |

| Net sales, as reported | | | $ | [removed: 8,680] [added: 7,967] | | | | | $ | [removed: 8,375] [added: 8,680] | | | | | $ | [removed: 305] [added: (713)] | |

| Acquisitions | | | [removed: (11)] [added: (28)] | | | | | | — | | | | | | [removed: (11)] [added: (28)] | | |

| Currency translation | | | [removed: 211] [added: 8] | | | | | | — | | | | | | [removed: 211] [added: 8] | | |

| Net sales, excluding [removed: acquisitions, divestitures] [added: acquisitions] and the effect of currency translation | | | $ | [removed: 8,880] [added: 7,947] | | | | | $ | [removed: 8,343] [added: 8,680] | | | | | $ | [removed: 537] [added: (733)] | |

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

[removed: Net] [added: | | | | Our net] sales for [removed: 2022 increased] [added: 2023 decreased] primarily due to: [added: | | | | | | | | | | | | | | | | | |]

[removed: -] [added: | | | | • | | |] Higher net selling prices across the entire company which increased sales by [removed: nine] [added: three] percent. [added: | | | | | | | | | | | | | | |]

[added: | | | |] These amounts were partially offset by: [added: | | | | | | | | | | | | | | | | | |]

[removed: -] [added: | | | | • | | |] Lower sales volume [added: across the entire company] which decreased sales by [removed: three] [added: 11] percent. [added: | | | | | | | | | | | | | | |]

Below is a summary of our gross profit, in millions, and gross margin for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | Favorable / (Unfavorable) | | |

| Gross profit | | | $ | [removed: 2,713] [added: 2,836] | | | | | $ | [removed: 2,863] [added: 2,713] | | | | | $ | [removed: (150)] [added: 123] | |

| Gross margin | | | [removed: 31.3] [added: 35.6] | | % | | | | [removed: 34.2] [added: 31.3] | | % | | | | [removed: (290)] [added: 430] bps | | |

[removed: The 2022] [added: | | | | Our 2023] gross profit margin was [removed: negatively] [added: positively] impacted by: [added: | | | | | | | | | | | | | | |]

[removed: -] [added: | | | | • | | |] Lower sales volume. [added: | | | | | | | | | | | |]

[removed: -] [added: | | | | • | | |] Unfavorable sales mix. [added: | | | | | | | | | | | |]

[removed: -] [added: | | | | • | | |] Higher net selling prices. [added: | | | | | | | | | | | |]

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: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: (Favorable)] [added: Favorable] / [removed: Unfavorable] [added: (Unfavorable)] | | |

| Selling, general and administrative expenses | | | $ | [removed: 1,390] [added: (1,473)] | | | | | $ | [removed: 1,413] [added: (1,390)] | | | | | $ | [removed: (23)] [added: (83)] | |

| Selling, general and administrative expenses as [added: a] percentage of net sales | | | [removed: 16.0] [added: (18.5)] | | % | | | | [removed: 16.9] [added: (16.0)] | | % | | | | [removed: (90)] [added: (250)] bps | | |

[removed: Selling, general,] [added: | | | | Our 2023 selling, general] and administrative expenses as a percentage of net sales [removed: in 2022] was [removed: positively] [added: negatively] impacted by: [added: | | | | | | | | | | | | | | |]

[removed: -] [added: | | | | • | | |] Higher net [removed: sales resulting from favorable net] selling prices. [added: | | | | | | | | | | | |]

[removed: -] [added: | | | | • | | |] Increased marketing costs. [added: | | | | | | | | | | | |]

Below is a summary of our operating profit, in millions, and operating profit margins for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021:][added: 2022:]

| Operating profit, as reported | | | $ | [removed: 1,297] [added: 1,348] | | | | | $ | [removed: 1,405] [added: 1,297] | | | | | $ | [removed: (108)] [added: 51] | |

| Rationalization charges | | | [removed: 32] [added: 13] | | | | | | [removed: 4] [added: 32] | | | | | | [removed: 28] [added: (19)] | | |

| Impairment charges for goodwill and other intangible assets | | | [removed: 26] [added: 15] | | | | | | [removed: 45] [added: 26] | | | | | | [removed: (19)] [added: (11)] | | |

| Operating profit, excluding rationalization [removed: charges and] [added: charges,] impairment charges [added: and insurance settlement] | | | $ | [removed: 1,355] [added: 1,336] | | | | | $ | [removed: 1,454] [added: 1,355] | | | | | $ | [removed: (99)] [added: (19)] | |

| Operating profit margin, as reported | | | [removed: 14.9] [added: 16.9] | | % | | | | [removed: 16.8] [added: 14.9] | | % | | | | [removed: (190)] [added: 200] bps | | |

| Operating profit margin, excluding rationalization [removed: charges and] [added: charges,] impairment charges [added: and insurance settlement] | | | [removed: 15.6] [added: 16.8] | | % | | | | [removed: 17.4] [added: 15.6] | | % | | | | [removed: (180)] [added: 120] bps | | |

[removed: Operating] [added: | | | | Our 2023 operating] profit [removed: in 2022] was [removed: negatively] [added: positively] impacted by: [added: | | | | | | | | | | | | | | |]

Amounts may not add due to rounding.*

| Net sales, excluding acquisitions | | | 7,939 | | | | | | 8,680 | | | | | | (741) | | |

Our net sales for 2023 were $7,967 million, which decreased eight percent compared to 2022.

| | | | • | | | Unfavorable sales mix of plumbing products which decreased sales by one percent. | | | | | | | | | | | | | | |

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

| | | | • | | | Cost savings initiatives. | | | | | | | | | | | |

| | | | • | | | Lower transportation costs. | | | | | | | | | | | |

| | | | • | | | Receipt of an insurance settlement payment. | | | | | | | | | | | |

| | | | • | | | Lower excess and obsolete inventory charges. | | | | | | | | | | | |

| | | | • | | | Increased employee-related costs. | | | | | | | | | | | |

| | | | • | | | Lower net sales resulting from lower volumes. | | | | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | Change | | |

| Insurance settlement | | | (40) | | | | | | — | | | | | | (40) | | |

| | | | • | | | Cost savings initiatives. | | | | | | | | | | | |

| | | | • | | | Lower transportation costs. | | | | | | | | | | | |

| | | | • | | | Receipt of an insurance settlement payment. | | | | | | | | | | | |

| | | | • | | | Lower excess and obsolete inventory charges. | | | | | | | | | | | |

| | | | These amounts were partially offset by: | | | | | | | | | | | | | | |

| | | | • | | | Lower sales volume. | | | | | | | | | | | |

| | | | • | | | Increased employee-related costs. | | | | | | | | | | | |

| | | | • | | | Unfavorable sales mix. | | | | | | | | | | | |

| | | | • | | | Increased marketing costs. | | | | | | | | | | | |

| | | | 2023 | | | | | | 2022 | | | | | | Favorable / (Unfavorable) | | |

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

| | | | 2023 | | | | | | 2022 | | | | | | Favorable / (Unfavorable) | | |

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

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

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| | | | 2023 | | | | | | 2022 | | | | | | Favorable / (Unfavorable) | | |

Our 2023 income tax expense included a $29 million state income tax benefit, net of federal expense, from the recognition of certain state deferred tax assets due to a legal restructuring of certain U.S. businesses that will occur in early 2024.

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

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| | | | 2023 | | | | | | 2022 | | | | | | Favorable / (Unfavorable) | | |

| Net income | | | $ | 908 | | | | | $ | 844 | | | | | $ | 64 | |

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

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

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

| Total | | | $ | 7,967 | | | | | $ | 8,680 | | | | | (8) | | % |

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

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

We have also been experiencing, and may continue to experience, employee-related cost inflation and constraints in hiring qualified employees.

| Divestitures | | | — | | | | | | (32) | | | | | | 32 | | |

| Net sales, excluding acquisitions and divestitures | | | 8,669 | | | | | | 8,343 | | | | | | 326 | | |

Net sales for 2022 were $8.7 billion, which increased four percent compared to 2021.

- Unfavorable foreign currency translation which decreased sales by two percent.

- Increased commodity and transportation costs.

- 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 variable compensation.

The decrease in interest expense is primarily due to the absence of the $168 million loss on debt extinguishment, which was recorded as additional interest expense in connection with the early retirement of debt in the first quarter of 2021.

This amount was partially offset by:

- $10 million of net periodic pension and post-retirement benefit expense.

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

Other, net, for 2021 included:

- $430 million of net periodic pension and post-retirement benefit expense, which includes $399 million of net settlement loss related to the termination of our qualified domestic defined-benefit pension plans.

*•*$18 million loss related to the divestiture of our Hüppe GmbH ("Hüppe") business.

- $16 million expense from the revaluation of contingent consideration related to a prior acquisition.

- $14 million gain recognized on the redemption of the preferred stock of ACProducts Holding, Inc. and $6 million of related dividend income.

- $11 million of earnings related to equity method investments.

Our 2021 income tax expense included $16 million due to the elimination of disproportionate tax effects from accumulated other comprehensive income related to our debt retirement and pension plan termination and $18 million due to losses providing no tax benefit in certain jurisdictions from our pension plan termination and a business divestiture.

| Income from continuing operations | | | $ | 844 | | | | | $ | 410 | | | | | $ | 434 | |

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

Net sales in the Plumbing Products segment increased two percent in 2022 due primarily to favorable net selling prices, which increased sales by seven percent, and higher international plumbing sales volume which increased sales by two percent.

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.

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.

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

These amounts were partially offset by favorable net selling prices, and to a lesser extent, lower variable compensation and lower goodwill and other intangible assets impairment charges in our lighting business.

Favorable net selling prices of plumbing products increased sales by six percent.

Higher sales volume of plumbing products increased sales by five percent.

These amounts were partially offset by the divestiture of our Hüppe business which decreased sales by two percent and unfavorable sales mix which decreased sales by two percent.

Senior Indebtedness

On March 4, 2021, we issued $600 million of 1.500% Notes due February 15, 2028, $600 million of 2.000% Notes due February 15, 2031 and $300 million of 3.125% Notes due February 15, 2051.

We received proceeds of $1,495 million, net of discount, for the issuance of these Notes.

The Notes are senior indebtedness and are redeemable at our option at the applicable redemption price.

On March 22, 2021, proceeds from the debt issuances, together with cash on hand, were used to repay and early retire our $326 million 5.950% Notes due March 15, 2022, $500 million 4.450% Notes due April 1, 2025, and $500 million 4.375% Notes due April 1, 2026.

In connection with these early retirements, we incurred a loss on debt extinguishment of $168 million, which was recorded as interest expense in the consolidated statement of operations.

Upon entry into the 2022 Credit Agreement, our credit agreement dated March 13, 2019, as amended, with an aggregate commitment of $1.0 billion, was terminated.

As of the date of this report, $69 million was borrowed and outstanding at a weighted average interest rate of 5.800%.

At December 31, [removed: 2022,] [added: 2023,] 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: 2022] [added: 2023] resulted from our continued focus on our three strategic pillars:

In [removed: 2022,] [added: addition,] we continued to return value to our shareholders by repurchasing approximately [removed: 16.6] [added: 6.2] million shares of our common stock and increasing our quarterly dividend by approximately [removed: 19] [added: two] percent compared to [removed: 2021.][added: 2022.]

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

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

Our [removed: spa and] [added: spas,] exercise pools [added: and saunas] are sold worldwide to independent specialty retailers and distributors and [added: our spas and exercise pools are also sold] to online mass merchant retailers.

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

Competitors of the majority of our products in this segment include Dornbracht AG & Co. KG, Zurn Elkay Water Solutions Corporation, Fortune Brands 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 [removed: and] [added: as well as] private label [added: and digitally native] brands.

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

These products are sold in North [removed: America, South] America and [removed: China] [added: South America] under the brand names BEHR®, KILZ®, WHIZZ®, Elder & Jenks® and other trademarks to “do‑it‑yourself” and professional customers through home center retailers and other retailers.

Net sales of architectural coatings comprised approximately 32 percent, [removed: 30] [added: 32] percent and [removed: 33] [added: 30] percent of our consolidated net sales [removed: from our continuing operations] in [added: 2023,] 2022, [removed: 2021,] and [removed: 2020,] [added: 2021,] respectively.

Our competitors in this segment include large national and international brands such as Benjamin Moore & Co., PPG Industries, Inc.'s Glidden, Olympic, Pittsburgh Paints and PPG brands, [added: RPM International, Inc.'s Rust-Oleum and Zinsser brands,] The Sherwin‑Williams Company's Minwax, Sherwin-Williams, Thompson’s Water Seal, Valspar and Purdy [removed: brands, RPM International, Inc.'s Rust-Oleum and Zinsser] brands and the Wooster Brush Company, as well as many regional and other national brands.

In addition, the prices of crude oil, natural gas, [removed: propylene, methyl methacrylate (MMA)] [added: propylene] 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.][added: certain petroleum by-products.]

Our Decorative Architectural Products segment includes branded cabinet and door hardware, functional hardware, wall plates, hook and hook rail products, [removed: closet organization systems] and [removed: picture hanging accessories,] [added: outdoor living hardware,] which are manufactured for us and sold to home center retailers, mass retailers, online retailers, other specialty retailers, original equipment manufacturers and wholesalers.

Competitors for these products include [added: American Bath Group, LLC's Dreamline brand,] Fortune Brands Innovations, Inc.'s Moen brand, Gatco Fine Bathware, Kohler Co. and private label brands.

Competitors of these products include Acuity, FX Luminaire, Generation Brands, Hinkley Lighting, Inc., [removed: Hubbell Incorporated's Progress Lighting brand,] Hunter Fan [removed: Company] [added: Company, Progress Lighting brand] and private label brands.

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 [removed: and] [added: employees, who have] diverse [removed: employees.][added: experiences and backgrounds.]

Our Leadership [removed: Framework,] [added: Profile,] which is how we internally describe the capabilities and behaviors that we believe make great leaders, serves as the foundation for how we select, develop and measure the performance of our leaders.

[removed: We are focused on building a continuous learning culture] [added: This is supported] by [removed: enabling] frequent and candid feedback discussions about performance and development between employees and their managers, across peers, and within teams.

[removed: Each] [added: We have developed enterprise-wide initiatives in each] strategic focus area [removed: has a series of enterprise-wide initiatives,] and our businesses have [removed: aligned] [added: developed] plans [removed: that are tailored] [added: designed] to meet their specific [removed: needs.][added: needs that are aligned with these initiatives.]

Our [removed: enterprise] [added: executive leadership team,] DE&I [removed: Council along with business unit councils] [added: Councils,] and employee resource groups serve as advisors, ambassadors and change agents in implementing our enterprise-wide initiatives and their business unit plans.

Following is our workforce representation statistics as of December 31, [removed: 2022:][added: 2023:]

- In the U.S., our leadership team is comprised of [removed: 33] [added: 34] percent women and 26 percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of [removed: 25] [added: 26] percent and [removed: 21] [added: 23] percent, respectively.

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

- In the U.S., our hourly workforce, which includes hourly and exception hourly, is comprised of 37 percent women and [removed: 55] [added: 54] percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of [removed: 28] [added: 29] percent and [removed: 38] [added: 40] percent, respectively.

At December 31, [removed: 2022,] [added: 2023,] we employed approximately [removed: 19,000] [added: 18,000] people.

In 2023, we acquired all of the share capital of Sauna360 Group Oy ("Sauna360") for approximately €124 million ($136 million), net of cash acquired.

We are focused on building a continuous improvement and learning culture.

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

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

Any progress towards these goals is regularly measured and is reviewed by our Compensation and Talent Committee of our Board of Directors and executive management team.

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.

We describe those goals in our Corporate Social Responsibility report, which is not incorporated by reference into this Report.

Throughout 2022, we continued to implement the best practices and recommendations from the Centers for Disease Control and the Department of Labor (OSHA).

Information regarding legal proceedings involving us is set forth in Note [removed: U] [added: T] to the consolidated financial statements included in Item 8 of this Report and is incorporated herein by reference.

For the fiscal year ended December 31, [removed: 2022][added: 2023]

| (State [added: or Other Jurisdiction] of [removed: Incorporation)] [added: Incorporation or Organization)] | | | | | | | | | | | | (I.R.S. Employer Identification No.) | | |

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes [removed: þ] [added: ☑] No [removed: o][added: ☐]

Yes [removed: o] [added: ☐] No [removed: þ][added: ☑]

Yes [removed: þ] [added: ☑] No [removed: o][added: ☐]

Yes [removed: ☐] [added: ☑] No [removed: þ][added: ☐]

The aggregate market value of the Registrant's Common Stock held by non-affiliates of the Registrant on June 30, [removed: 2022] [added: 2023] (based on the closing sale price of [removed: $50.60] [added: $57.38] of the Registrant's Common Stock, as reported by the New York Stock Exchange on such date) was approximately [removed: $11,359,743,400.][added: $12,869,087,500.]

Number of shares outstanding of the Registrant's Common Stock at January 31, [removed: 2023:][added: 2024:]

[removed: 225,203,119] [added: 219,764,935] shares of Common Stock, par value $1.00 per share

Portions of the Registrant's definitive Proxy Statement to be filed for its [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

[removed: 2022] [added: 2023] Annual Report on Form 10-K

| [removed: [1A.](#i36a282d385554ff8b263a43d5a8d9632_16)] [added: [1A.](#i8622cf9dcf044517acac0dfa20c57ea4_16)] | | | | | | [Risk [removed: Factors](#i36a282d385554ff8b263a43d5a8d9632_16)] [added: Factors](#i8622cf9dcf044517acac0dfa20c57ea4_16)] | | | | | | [removed: [7](#i36a282d385554ff8b263a43d5a8d9632_16)] [added: [7](#i8622cf9dcf044517acac0dfa20c57ea4_16)] | | |

| [removed: [1B.](#i36a282d385554ff8b263a43d5a8d9632_19)] [added: [1B.](#i8622cf9dcf044517acac0dfa20c57ea4_19)] | | | | | | [Unresolved Staff [removed: Comments](#i36a282d385554ff8b263a43d5a8d9632_19)] [added: Comments](#i8622cf9dcf044517acac0dfa20c57ea4_19)] | | | | | | [removed: [14](#i36a282d385554ff8b263a43d5a8d9632_19)] [added: [14](#i8622cf9dcf044517acac0dfa20c57ea4_19)] | | |

| [removed: [3.](#i36a282d385554ff8b263a43d5a8d9632_25)] [added: [3.](#i8622cf9dcf044517acac0dfa20c57ea4_28)] | | | | | | [Legal [removed: Proceedings](#i36a282d385554ff8b263a43d5a8d9632_25)] [added: Proceedings](#i8622cf9dcf044517acac0dfa20c57ea4_28)] | | | | | | [removed: [15](#i36a282d385554ff8b263a43d5a8d9632_25)] [added: [16](#i8622cf9dcf044517acac0dfa20c57ea4_28)] | | |

| [removed: [4.](#i36a282d385554ff8b263a43d5a8d9632_28)] [added: [4.](#i8622cf9dcf044517acac0dfa20c57ea4_31)] | | | | | | [Mine Safety [removed: Disclosures](#i36a282d385554ff8b263a43d5a8d9632_28)] [added: Disclosures](#i8622cf9dcf044517acac0dfa20c57ea4_31)] | | | | | | [removed: [15](#i36a282d385554ff8b263a43d5a8d9632_28)] [added: [17](#i8622cf9dcf044517acac0dfa20c57ea4_31)] | | |

| [removed: [5.](#i36a282d385554ff8b263a43d5a8d9632_34)] [added: [5.](#i8622cf9dcf044517acac0dfa20c57ea4_37)] | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i36a282d385554ff8b263a43d5a8d9632_34)] [added: Securities](#i8622cf9dcf044517acac0dfa20c57ea4_37)] | | | | | | [removed: [16](#i36a282d385554ff8b263a43d5a8d9632_34)] [added: [17](#i8622cf9dcf044517acac0dfa20c57ea4_37)] | | |

| [removed: [7.](#i36a282d385554ff8b263a43d5a8d9632_40)] [added: [7.](#i8622cf9dcf044517acac0dfa20c57ea4_43)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i36a282d385554ff8b263a43d5a8d9632_40)] [added: Operations](#i8622cf9dcf044517acac0dfa20c57ea4_43)] | | | | | | [removed: [18](#i36a282d385554ff8b263a43d5a8d9632_40)] [added: [19](#i8622cf9dcf044517acac0dfa20c57ea4_43)] | | |

| [removed: [7A.](#i36a282d385554ff8b263a43d5a8d9632_76)] [added: [7A.](#i8622cf9dcf044517acac0dfa20c57ea4_79)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i36a282d385554ff8b263a43d5a8d9632_76)] [added: Risk](#i8622cf9dcf044517acac0dfa20c57ea4_79)] | | | | | | [removed: [32](#i36a282d385554ff8b263a43d5a8d9632_76)] [added: [32](#i8622cf9dcf044517acac0dfa20c57ea4_79)] | | |

| [removed: [8.](#i36a282d385554ff8b263a43d5a8d9632_79)] [added: [8.](#i8622cf9dcf044517acac0dfa20c57ea4_82)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i36a282d385554ff8b263a43d5a8d9632_79)] [added: Data](#i8622cf9dcf044517acac0dfa20c57ea4_82)] | | | | | | [removed: [33](#i36a282d385554ff8b263a43d5a8d9632_79)] [added: [33](#i8622cf9dcf044517acac0dfa20c57ea4_82)] | | |

| [removed: [9.](#i36a282d385554ff8b263a43d5a8d9632_172)] [added: [9.](#i8622cf9dcf044517acac0dfa20c57ea4_181)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i36a282d385554ff8b263a43d5a8d9632_172)] [added: Disclosure](#i8622cf9dcf044517acac0dfa20c57ea4_181)] | | | | | | [removed: [77](#i36a282d385554ff8b263a43d5a8d9632_172)] [added: [75](#i8622cf9dcf044517acac0dfa20c57ea4_181)] | | |

| [removed: [9A.](#i36a282d385554ff8b263a43d5a8d9632_175)] [added: [9A.](#i8622cf9dcf044517acac0dfa20c57ea4_184)] | | | | | | [Controls and [removed: Procedures](#i36a282d385554ff8b263a43d5a8d9632_175)] [added: Procedures](#i8622cf9dcf044517acac0dfa20c57ea4_184)] | | | | | | [removed: [77](#i36a282d385554ff8b263a43d5a8d9632_175)] [added: [75](#i8622cf9dcf044517acac0dfa20c57ea4_184)] | | |

| [removed: [9B.](#i36a282d385554ff8b263a43d5a8d9632_181)] [added: [9B.](#i8622cf9dcf044517acac0dfa20c57ea4_190)] | | | | | | [Other [removed: Information](#i36a282d385554ff8b263a43d5a8d9632_181)] [added: Information](#i8622cf9dcf044517acac0dfa20c57ea4_190)] | | | | | | [removed: [77](#i36a282d385554ff8b263a43d5a8d9632_181)] [added: [75](#i8622cf9dcf044517acac0dfa20c57ea4_190)] | | |

| [removed: [9C.](#i36a282d385554ff8b263a43d5a8d9632_1884)] [added: [9C.](#i8622cf9dcf044517acac0dfa20c57ea4_193)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i36a282d385554ff8b263a43d5a8d9632_1884)] [added: Inspections](#i8622cf9dcf044517acac0dfa20c57ea4_193)] | | | | | | [removed: [77](#i36a282d385554ff8b263a43d5a8d9632_1884)] [added: [75](#i8622cf9dcf044517acac0dfa20c57ea4_193)] | | |

| [removed: [10.](#i36a282d385554ff8b263a43d5a8d9632_187)] [added: [10.](#i8622cf9dcf044517acac0dfa20c57ea4_199)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i36a282d385554ff8b263a43d5a8d9632_187)] [added: Governance](#i8622cf9dcf044517acac0dfa20c57ea4_199)] | | | | | | [removed: [78](#i36a282d385554ff8b263a43d5a8d9632_187)] [added: [76](#i8622cf9dcf044517acac0dfa20c57ea4_199)] | | |

| [removed: [11.](#i36a282d385554ff8b263a43d5a8d9632_190)] [added: [11.](#i8622cf9dcf044517acac0dfa20c57ea4_202)] | | | | | | [Executive [removed: Compensation](#i36a282d385554ff8b263a43d5a8d9632_190)] [added: Compensation](#i8622cf9dcf044517acac0dfa20c57ea4_202)] | | | | | | [removed: [78](#i36a282d385554ff8b263a43d5a8d9632_190)] [added: [76](#i8622cf9dcf044517acac0dfa20c57ea4_202)] | | |

| [removed: [12.](#i36a282d385554ff8b263a43d5a8d9632_193)] [added: [12.](#i8622cf9dcf044517acac0dfa20c57ea4_205)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i36a282d385554ff8b263a43d5a8d9632_193)] [added: Matters](#i8622cf9dcf044517acac0dfa20c57ea4_205)] | | | | | | [removed: [78](#i36a282d385554ff8b263a43d5a8d9632_193)] [added: [76](#i8622cf9dcf044517acac0dfa20c57ea4_205)] | | |

| [removed: [13.](#i36a282d385554ff8b263a43d5a8d9632_196)] [added: [13.](#i8622cf9dcf044517acac0dfa20c57ea4_208)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i36a282d385554ff8b263a43d5a8d9632_196)] [added: Independence](#i8622cf9dcf044517acac0dfa20c57ea4_208)] | | | | | | [removed: [78](#i36a282d385554ff8b263a43d5a8d9632_196)] [added: [76](#i8622cf9dcf044517acac0dfa20c57ea4_208)] | | |

| [removed: [14.](#i36a282d385554ff8b263a43d5a8d9632_199)] [added: [14.](#i8622cf9dcf044517acac0dfa20c57ea4_211)] | | | | | | [Principal Accountant Fees and [removed: Services](#i36a282d385554ff8b263a43d5a8d9632_199)] [added: Services](#i8622cf9dcf044517acac0dfa20c57ea4_211)] | | | | | | [removed: [78](#i36a282d385554ff8b263a43d5a8d9632_199)] [added: [76](#i8622cf9dcf044517acac0dfa20c57ea4_211)] | | |

| [removed: [15.](#i36a282d385554ff8b263a43d5a8d9632_205)] [added: [15.](#i8622cf9dcf044517acac0dfa20c57ea4_217)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i36a282d385554ff8b263a43d5a8d9632_205)] [added: Schedules](#i8622cf9dcf044517acac0dfa20c57ea4_217)] | | | | | | [removed: [79](#i36a282d385554ff8b263a43d5a8d9632_205)] [added: [77](#i8622cf9dcf044517acac0dfa20c57ea4_217)] | | |

| [removed: [16.](#i36a282d385554ff8b263a43d5a8d9632_208)] [added: [16.](#i8622cf9dcf044517acac0dfa20c57ea4_220)] | | | | | | [Form 10-K [removed: Summary](#i36a282d385554ff8b263a43d5a8d9632_208)] [added: Summary](#i8622cf9dcf044517acac0dfa20c57ea4_220)] | | | | | | [removed: [82](#i36a282d385554ff8b263a43d5a8d9632_208)] [added: [80](#i8622cf9dcf044517acac0dfa20c57ea4_220)] | | |

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

Yes ☐ No ☑

| | | | | | | [PART I](#i8622cf9dcf044517acac0dfa20c57ea4_10) | | | | | | | | |

| [1.](#i8622cf9dcf044517acac0dfa20c57ea4_13) | | | | | | [Business](#i8622cf9dcf044517acac0dfa20c57ea4_13) | | | | | | [2](#i8622cf9dcf044517acac0dfa20c57ea4_13) | | |

| [1C.](#i8622cf9dcf044517acac0dfa20c57ea4_22) | | | | | | [C](#i8622cf9dcf044517acac0dfa20c57ea4_22)[ybersecurity](#i8622cf9dcf044517acac0dfa20c57ea4_22) | | | | | | [15](#i8622cf9dcf044517acac0dfa20c57ea4_22) | | |

| [2.](#i8622cf9dcf044517acac0dfa20c57ea4_25) | | | | | | [Properties](#i8622cf9dcf044517acac0dfa20c57ea4_25) | | | | | | [16](#i8622cf9dcf044517acac0dfa20c57ea4_25) | | |

| | | | | | | [PART II](#i8622cf9dcf044517acac0dfa20c57ea4_34) | | | | | | | | |

| [6.](#i8622cf9dcf044517acac0dfa20c57ea4_40) | | | | | | [\[Reserved\]](#i8622cf9dcf044517acac0dfa20c57ea4_40) | | | | | | [18](#i8622cf9dcf044517acac0dfa20c57ea4_40) | | |

| | | | | | | [PART III](#i8622cf9dcf044517acac0dfa20c57ea4_196) | | | | | | | | |

| | | | | | | [PART IV](#i8622cf9dcf044517acac0dfa20c57ea4_214) | | | | | | | | |

| | | | | | | [Signatures](#i8622cf9dcf044517acac0dfa20c57ea4_223) | | | | | | [81](#i8622cf9dcf044517acac0dfa20c57ea4_223) | | |

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

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

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

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

Cybersecurity risk is a part of our overall enterprise risk management assessment.

Our cybersecurity program is modeled on the National Institute of Security Technology Cybersecurity Framework (NIST CSF) which provides the governance structure for our identification of, protection against, detection of, response to and recovery from cybersecurity threats and incidents, including those associated with our use of third-party applications and service providers.

Key components of our cybersecurity program include:

- an enterprise organizational framework that consists of enterprise leaders that oversee our cybersecurity governance, including policies and standards, and functional business unit leaders that implement our cybersecurity policies;

- the identification of our cybersecurity risks and vulnerabilities and the implementation of protections against cybersecurity threats and incidents, including regular training to our employees;

- continual global threat monitoring and detection, in partnership with third-party service providers;

- a process for assessing the severity of cybersecurity threats, identifying whether the cybersecurity threats are associated with a third-party service provider, and implementing an appropriate response and resolution to cybersecurity incidents, as necessary; and

- risk-based cybersecurity audits led by our internal audit function, which include cybersecurity control maturity assessments (based on NIST CSF), as well as attack simulations and penetration testing performed by third-party service providers.

Our Board of Directors has overall oversight responsibility for our enterprise risk management and compliance programs, including cybersecurity.

Our Board is responsible for ensuring that management has processes in place designed to identify and assess cybersecurity risks to which we are exposed, implement the appropriate protections to address such risks, identify cybersecurity threats and respond to and resolve cybersecurity incidents.

Management is responsible for identifying and assessing material cybersecurity risks on an ongoing basis and for developing, managing and implementing our cybersecurity program to assure that our potential cybersecurity risk exposures are monitored and appropriate mitigation measures are implemented.

Our cybersecurity program is overseen by our Vice President, Information Technology and our Director, Enterprise Security.

Our Vice President, Information Technology has significant professional experience in leading the information technology function and our Director, Enterprise Security has held various roles in cybersecurity and is an ISC2 Certified Information Security Professional (CISSP®).

Each periodically participates in various industry cyber forums and communicates industry best practices to the appropriate internal information security professionals.

Our cybersecurity program is managed and implemented by a team of enterprise level and business unit level information security professionals, partnering with third party advisory services, as needed.

The team’s focus is on our operational response to cybersecurity threats, exposure analysis, security governance and the design and implementation of our security controls.

Our Incident Response Plan, developed by management, governs our process to respond to, remediate and resolve material cybersecurity incidents, including providing appropriate internal and external communication of such incidents.

At least annually, our Vice President, Information Technology discusses with our Board a report on cybersecurity, including an update regarding our cybersecurity risks, mitigation activities and industry developments.

In addition, our internal audit function provides regular updates to our Audit Committee on the results of our cybersecurity audits and related mitigation activities.

In 2023, as part of our enterprise risk management update to our Board, our Vice President, Information Technology discussed risks and trends associated with information technology, including cyber-attacks, and current and future planned actions to mitigate such risks.

In addition, in 2023, our Vice President, Information Technology reviewed with our Board updates related to our operational and resource readiness with respect to cyber incidents, our incident response processes and emerging cybersecurity risks.

In 2023, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations, or financial condition.

However, despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.

For more information about these risks, please see “Risk Factors – We are subject to cybersecurity attacks, which could adversely impact our results of operations and financial position” in this annual report on Form 10-K.

The table below lists principal North American properties as of December 31, [removed: 2022.][added: 2023.]

| Plumbing Products | | | | | | 22 | | | | | | [removed: 12] [added: 10] | | |

| Decorative Architectural Products | | | | | | 8 | | | | | | [removed: 18] [added: 17] | | |

| Totals | | | | | | 30 | | | | | | [removed: 30] [added: 27] | | |

The table below lists principal properties outside of North America as of December 31, [removed: 2022.][added: 2023.]

| Plumbing Products | | | | | | [removed: 8] [added: 12] | | | | | | [removed: 16] [added: 17] | | |

| Totals | | | | | | [removed: 8] [added: 12] | | | | | | [removed: 16] [added: 17] | | |

Most of our international facilities are in [removed: China, Germany] [added: Europe] and [removed: the United Kingdom.][added: China.]

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

On January 31, [removed: 2023,] [added: 2024,] there were approximately [removed: 2,600] [added: 2,500] holders of record of our common stock.

The Board of Directors declared a quarterly dividend of [removed: $0.285] [added: $0.29] per share in the first quarter of [removed: 2023] [added: 2024] with the intention to increase the annual dividend [added: 2 percent] to [removed: $1.14] [added: $1.16] per share.

We repurchased and retired [removed: 16.6] [added: 6.2] million shares of our common stock for the year ended December 31, [removed: 2022] [added: 2023] for approximately [removed: $914] [added: $356 million, inclusive of excise tax of $3] million.

This included [removed: 0.6] [added: 0.2] million shares to offset the dilutive impact of restricted stock units granted in [removed: 2022.][added: 2023.]

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

At December 31, [removed: 2022,] [added: 2023,] we had [removed: $2.0] [added: $1.6] billion remaining under the 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: 2017] [added: 2018] through December 31, [removed: 2022,] [added: 2023,] when the closing price of our common stock was [removed: $46.67.][added: $66.98.]

The graph assumes investments of $100 on December 31, [removed: 2017] [added: 2018] 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: 2017] [added: 2018] 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: 2018] [added: 2019] | | | | | | [removed: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | |

The following table provides information regarding the repurchase of our common stock for the three-month period ended December 31, 2023.

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

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

| 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 | | |

| 10/1/23 - 10/31/23 | | | | | | 505,966 | | | | | | $ | 51.49 | | | | | 505,966 | | | | | | $ | 1,847,945,558 | |

| 11/1/23 - 11/30/23 | | | | | | 2,061,426 | | | | | | $ | 57.25 | | | | | 2,061,426 | | | | | | $ | 1,729,925,568 | |

| 12/1/23 - 12/31/23 | | | | | | 1,274,183 | | | | | | $ | 65.15 | | | | | 1,274,183 | | | | | | $ | 1,646,913,344 | |

| Total for the quarter | | | | | | 3,841,575 | | | | | | $ | 59.11 | | | | | 3,841,575 | | | | | | $ | 1,646,913,344 | |

| Masco | | | $ | 164.12 | | | | | $ | 187.86 | | | | | $ | 240.15 | | | | | $ | 159.61 | | | | | $ | 229.07 | |

| S&P 500 Index | | | $ | 128.88 | | | | | $ | 149.83 | | | | | $ | 190.13 | | | | | $ | 153.16 | | | | | $ | 190.27 | |

| S&P Industrials Index | | | $ | 126.83 | | | | | $ | 138.25 | | | | | $ | 165.07 | | | | | $ | 153.35 | | | | | $ | 177.94 | |

| S&P Consumer Durables & Apparel Index | | | $ | 132.28 | | | | | $ | 156.63 | | | | | $ | 189.42 | | | | | $ | 131.58 | | | | | $ | 153.72 | |

| 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 | |

We assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2022] [added: 2023] 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: 2022.][added: 2023.]

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: 2022,] [added: 2023,] 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: 2022] [added: 2023] and expressed an unqualified opinion on our [removed: 2022] [added: 2023] consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Masco Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] 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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2022] [added: 2023] 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: 2022,] [added: 2023,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in [removed: the accompanying] Management’s Report on Internal Control [removed: Over] [added: over] Financial [removed: Reporting.][added: Reporting appearing under Item 8.]

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

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

As described in Notes A and H to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $537] [added: $604] million as of December 31, [removed: 2022.][added: 2023.]

Management performs an annual impairment test of goodwill in the fourth quarter of each year, or as events occur or circumstances change that would [removed: indicate] [added: more likely than not reduce] the [removed: carrying] [added: fair] value of [removed: goodwill may be impaired.][added: a reporting unit below its carrying amount.]

[removed: The determination of] [added: Management determines] fair value using [removed: the] [added: a] discounted cash flow [removed: model] [added: method, which] requires management to make significant estimates and assumptions related to forecasted sales and operating profits, [added: long-term assumed annual growth rate,] and the discount rate.

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 [removed: measurements] [added: estimate] of the reporting [removed: units;] [added: units] and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures [removed: to evaluate] [added: and evaluating] management’s [removed: discounted cash flow model, including] significant [removed: assumptions] [added: assumption] related to forecasted [removed: sales, as applicable.][added: sales for certain reporting units.]

These procedures included testing the effectiveness of controls relating to management’s goodwill impairment assessments, including controls over the valuation of the [removed: Company’s] reporting units.

These procedures also included, among [removed: others,] [added: others (i)] testing management’s process for developing the fair value [removed: estimates;] [added: estimate of the reporting units; (ii)] evaluating the appropriateness of the discounted cash flow [removed: model;] [added: method; (iii)] testing the [removed: completeness, accuracy,] [added: completeness] and [removed: relevance] [added: accuracy] of underlying data used in the [removed: model; and,] [added: discounted cash flow method; and (iv)] evaluating the [added: reasonableness of the] significant [removed: assumptions] [added: assumption] used by management related to forecasted [removed: sales, as applicable.][added: sales for certain reporting units.]

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

December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

| | | | [added: 2023 | | | | | |] 2022 | | | | | | 2021 | | |

| Cash and cash investments | | | $ | [removed: 452] [added: 634] | | | | | $ | [removed: 926] [added: 452] | |

| Receivables | | | [removed: 1,149] [added: 1,090] | | | | | | [removed: 1,171] [added: 1,149] | | |

| Inventories | | | [removed: 1,236] [added: 1,022] | | | | | | [removed: 1,216] [added: 1,236] | | |

| Prepaid expenses and other | | | [removed: 109] [added: 110] | | | | | | 109 | | |

| Total current assets | | | [removed: 2,946] [added: 2,856] | | | | | | [removed: 3,422] [added: 2,946] | | |

| Property and equipment, net | | | [removed: 975] [added: 1,121] | | | | | | [removed: 896] [added: 975] | | |

| Goodwill | | | [removed: 537] [added: 604] | | | | | | [removed: 568] [added: 537] | | |

| Other intangible assets, net | | | [removed: 350] [added: 377] | | | | | | [removed: 388] [added: 350] | | |

| Operating lease right-of-use assets | | | [removed: 266] [added: 268] | | | | | | [removed: 187] [added: 266] | | |

| Other assets | | | [removed: 113] [added: 139] | | | | | | [removed: 114] [added: 113] | | |

| Total assets | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |] $ | [added: 5,363 | | | | | $ |] 5,187 | | | | | $ | 5,575 | |

| Accounts payable | | | $ | [removed: 877] [added: 840] | | | | | $ | [removed: 1,045] [added: 877] | |

| Notes payable | | | [removed: 205] [added: 3] | | | | | | [removed: 10] [added: 205] | | |

| Accrued liabilities | | | [removed: 807] [added: 852] | | | | | | [removed: 884] [added: 807] | | |

| Total current liabilities | | | [removed: 1,889] [added: 1,695] | | | | | | [removed: 1,939] [added: 1,889] | | |

| Long-term debt | | | [removed: 2,946] [added: 2,945] | | | | | | [removed: 2,949] [added: 2,946] | | |

| Noncurrent operating lease liabilities | | | [removed: 255] [added: 258] | | | | | | [removed: 172] [added: 255] | | |

| Other liabilities | | | [removed: 339] [added: 349] | | | | | | [removed: 437] [added: 339] | | |

| Total liabilities | | | $ | [removed: 5,429] [added: 5,247] | | | | | $ | [removed: 5,497] [added: 5,429] | |

| Commitments and contingencies (Note [removed: U)] [added: T)] | | | | | | | | | | | |

Management compares the fair value of the reporting units to the carrying value of the reporting units for goodwill impairment testing.

February 8, 2024

Amounts may not add due to rounding.

Amounts may not add due to rounding.

For the Years Ended December 31, 2023, 2022 and 2021

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

| Net income attributable to Masco Corporation | | | $ | 908 | | | | | $ | 844 | | | | | $ | 410 | |

| | | | 3 | | | | | | — | | | | | | (15) | | |

Amounts may not add due to rounding.

For the Years Ended December 31, 2023, 2022 and 2021

| Net income | | | $ | 960 | | | | | $ | 905 | | | | | $ | 478 | |

| Proceeds from short-term borrowings | | | 77 | | | | | | — | | | | | | — | | |

| Payment of short-term borrowings | | | (77) | | | | | | — | | | | | | — | | |

Amounts may not add due to rounding.

For the Years Ended December 31, 2023, 2022 and 2021

| Repurchased | | | (356) | | | | | | (6) | | | | | | (67) | | | | | | (282) | | | | | | — | | | | | | — | | |

| Balance, December 31, 2023 | | | $ | 98 | | | | | $ | 221 | | | | | $ | — | | | | | $ | (596) | | | | | $ | 249 | | | | | $ | 224 | |

Amounts may not add due to rounding.

Basis of Presentation. The accompanying consolidated financial statements and footnotes have been prepared in accordance with accounting principles generally accepted ("GAAP") in the United States of America.

Within the financial statements and tables presented, certain columns and rows may not add due to the use of rounded numbers for disclosure purposes.

If the carrying amount of a reporting unit exceeds its fair value, an impairment loss is recognized to the extent that a reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount of goodwill in that reporting unit.

We measure compensation expense for SARs using a Black-Scholes option pricing model; such expense is recognized ratably over the vesting period.

SARs are linked to the value of our common stock on the date of grant and are settled in cash upon exercise.

We account for SARs using the fair value method, which requires outstanding SARs to be classified as liability-based awards.

The liability is remeasured and adjusted at the end of each reporting period until the SARs are exercised and payment is made to the employees or the SARs expire.

ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Pronouncements. In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires additional income tax disclosures, particularly regarding the effective tax rate reconciliation and income taxes paid.

ASU 2023-09 is effective on a prospective basis for annual periods beginning January 1, 2025, with early adoption permitted.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures,” which requires additional disclosures regarding an entity's reportable segments, particularly regarding significant segment expenses, as well as information relating to the chief operating decision maker.

ASU 2023-07 is effective on a retrospective basis for annual periods beginning January 1, 2024, and interim periods within those annual periods beginning January 1, 2025, with early adoption permitted.

The adoption of this guidance will modify our disclosures, but will not have an impact on our financial position and results of operations.

A.

In March 2023, the FASB issued ASU 2023-02, "Investments – Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Tax Credit Structures Using the Proportional Amortization Method,” which permits an entity to elect to account for their tax equity investments using the proportional amortization method if certain conditions are met, regardless of the tax credit program from which the income tax credits are received.

ASU 2023-02 is effective for annual periods on either a modified retrospective or retrospective basis, including interim periods within those annual periods, beginning January 1, 2024.

Early adoption is permitted.

We plan to adopt this standard beginning January 1, 2024, and do not anticipate that the adoption of this new standard will have a material effect on our financial position or results of operations.

In the third quarter of 2023, we acquired all of the share capital of Sauna360 Group Oy (“Sauna360”) for approximately €124 million ($136 million), net of cash acquired.

Sauna360 has a portfolio of products that includes traditional, infrared, and wood-burning saunas as well as steam showers.

The purchase price allocation for this acquisition is based on analysis of information as of the acquisition date that was available through December 31, 2023, and will be updated through the measurement period, if necessary.

On January 4, 2024, the sellers exercised their put option to sell the remaining 24.9 percent equity interest in ESS for €12 million ($14 million).

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

Potential impairment is identified by comparing the fair value of a reporting unit to its carrying value, including goodwill.

Management estimates fair value by using a discounted cash flow model.

February 9, 2023

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

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

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

| Income from continuing operations | | | 905 | | | | | | 478 | | | | | | 862 | | |

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

| Income from continuing operations | | | $ | 3.65 | | | | | $ | 1.63 | | | | | $ | 3.05 | |

| Income from discontinued operations, net | | | — | | | | | | — | | | | | | 1.55 | | |

| Income from continuing operations | | | $ | 3.63 | | | | | $ | 1.62 | | | | | $ | 3.04 | |

| Amounts attributable to Masco Corporation: | | | | | | | | | | | | | | | | | |

| Income from continuing operations | | | $ | 844 | | | | | $ | 410 | | | | | $ | 810 | |

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

| Display amortization | | | — | | | | | | — | | | | | | 2 | | |

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

| Balance, January 1, 2020 | | | $ | (57) | | | | | $ | 276 | | | | | $ | — | | | | | $ | (333) | | | | | $ | (179) | | | | | $ | 179 | |

| Repurchased | | | (727) | | | | | | (19) | | | | | | (53) | | | | | | (655) | | | | | | — | | | | | | — | | |

MASCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

Refer to Note I for additional information regarding fair value of financial instruments.

Refer to Note C for further information regarding our discontinued operations.

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

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

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

In the fourth quarter of 2020, we acquired substantially all of the net assets of Kraus USA Inc. ("Kraus"), a designer and distributor of sinks, faucets and accessories for the kitchen and bathroom, for approximately $103 million and an additional cash payment of up to $50 million to be paid in 2023, contingent upon the achievement of certain financial performance metrics for the year ending December 31, 2022.

As of the closing date of the acquisition, the contingent consideration was assigned a fair value of approximately $8 million.

Refer to Note I for additional information regarding the measurement of the contingent consideration liability.

This business expands our product offerings to our customers and our online presence under the Kraus brand.

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

In the fourth quarter of 2020, we acquired substantially all of the net assets of Work Tools International Inc. and Elder & Jenks, LLC (collectively, "Work Tools") for approximately $53 million, including $48 million of cash and $5 million of debt that was paid out in 18 months less any pending or settled indemnity matters.

Work Tools expands our product offering to our customers as it is a leading manufacturer of high-quality precision painting tools and accessories including brushes, rollers and mini rollers for DIY and professionals.

This business is included in our Decorative Architectural Products segment.

In connection with this acquisition, we recognized $7 million of indefinite-lived intangible assets, which is related to trademarks, and $27 million of definite-lived intangible assets, primarily related to customer relationships.

The definite-lived intangible assets are being amortized on a straight-line basis over a weighted average amortization period of 12 years.

We also recognized $7 million of goodwill, which is generally tax deductible, and is related primarily to the expected synergies from combining the operations into our business.

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

In the first quarter of 2020, we acquired all of the share capital of SmarTap A.Y Ltd. ("SmarTap") for approximately $24 million in cash.

SmarTap is a developer of a smart bathing system that monitors and controls the temperature and flow of water.

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: 2022,] [added: 2023,] 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: 2022,] [added: 2023,] 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.

*Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements*

On December 6, 2023, Keith J.

Allman, our President and Chief Executive Officer, adopted a new 10b5-1 Trading Plan that is intended to satisfy the affirmative defense of Rule 10b5-1(c) of the Exchange Act (the "Plan").

Trades under the Plan are permitted to begin on March 6, 2024 and the Plan's maximum duration is until October 31, 2024.

The Plan is intended to allow for: (i) the sale of 56,676 shares, (ii) the exercise and sale of up to 1,162,972 stock options, and (iii) the sale of shares acquired by Mr. Allman upon the vesting of performance restricted stock units ("PRSUs") granted to him under our 2021-2023 Long Term Incentive Program (the number of PRSUs that vest is subject to certain performance conditions under the Long Term Incentive Program, with a maximum of 84,260 PRSUs).

During the three months ended December 31, 2023, none of our other officers or directors adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

Not applicable.

Other information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed before [removed: May 1, 2023,] [added: April 30, 2024,] and such information is incorporated herein by reference.

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed before [removed: May 1, 2023,] [added: April 30, 2024,] and such information is incorporated herein by reference.

The following table sets forth information as of December 31, [removed: 2022] [added: 2023] concerning the 2014 Plan, which was approved by our stockholders.

The remaining information required by this Item will be contained in our definitive Proxy Statement for our [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed before [removed: May 1, 2023,] [added: April 30, 2024,] and such information is incorporated herein by reference.

| Equity compensation plans approved by stockholders | | | | | | 2,253,588 | | | | | | $ | 45.43 | | | | | 11,292,779 | | |

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

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed before [removed: May 1, 2023,] [added: April 30, 2024,] and such information is incorporated herein by reference.

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders, to be filed before [removed: May 1, 2023,] [added: April 30, 2024,] 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: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] and for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] consist of the following:

| [Consolidated Balance [removed: Sheets](#i36a282d385554ff8b263a43d5a8d9632_88)] [added: Sheets](#i8622cf9dcf044517acac0dfa20c57ea4_91)] | | | [removed: [36](#i36a282d385554ff8b263a43d5a8d9632_88)] [added: [36](#i8622cf9dcf044517acac0dfa20c57ea4_91)] | | |

| [Consolidated Statements of [removed: Operations](#i36a282d385554ff8b263a43d5a8d9632_91)] [added: Operations](#i8622cf9dcf044517acac0dfa20c57ea4_94)] | | | [removed: [37](#i36a282d385554ff8b263a43d5a8d9632_91)] [added: [37](#i8622cf9dcf044517acac0dfa20c57ea4_94)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i36a282d385554ff8b263a43d5a8d9632_94)] [added: (Loss)](#i8622cf9dcf044517acac0dfa20c57ea4_97)] | | | [removed: [38](#i36a282d385554ff8b263a43d5a8d9632_94)] [added: [38](#i8622cf9dcf044517acac0dfa20c57ea4_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i36a282d385554ff8b263a43d5a8d9632_97)] [added: Flows](#i8622cf9dcf044517acac0dfa20c57ea4_100)] | | | [removed: [39](#i36a282d385554ff8b263a43d5a8d9632_97)] [added: [39](#i8622cf9dcf044517acac0dfa20c57ea4_100)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#i36a282d385554ff8b263a43d5a8d9632_100)] [added: Equity](#i8622cf9dcf044517acac0dfa20c57ea4_103)] | | | [removed: [40](#i36a282d385554ff8b263a43d5a8d9632_100)] [added: [40](#i8622cf9dcf044517acac0dfa20c57ea4_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i36a282d385554ff8b263a43d5a8d9632_103)] [added: Statements](#i8622cf9dcf044517acac0dfa20c57ea4_106)] | | | [removed: [41](#i36a282d385554ff8b263a43d5a8d9632_103)] [added: [41](#i8622cf9dcf044517acac0dfa20c57ea4_106)] | | |

Our Financial Statement Schedule appended hereto, as required for the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] consists of the following:

| [II. Valuation and Qualifying [removed: Accounts](#i36a282d385554ff8b263a43d5a8d9632_214)] [added: Accounts](#i8622cf9dcf044517acac0dfa20c57ea4_226)] | | | [removed: [85](#i36a282d385554ff8b263a43d5a8d9632_214)] [added: [83](#i8622cf9dcf044517acac0dfa20c57ea4_226)] | | |

| [removed: Exhibit No.] [added: Exhibit No.] | | | | | | | | | | | | | | | | | | Incorporated By Reference | | | | | | | | | | | | | | | | | | Filed Herewith | | |

| [4.b](http://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit4b.htm) | | | | | | Indenture dated as of February 12, 2001 between Masco Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee under agreement originally with Bank One Trust Company, National Association, as Trustee, and Supplemental Indenture thereto dated as of November 30, 2006; and Directors' Resolutions establishing Masco Corporation's: | | | | | | | | | | | | [removed: | | |] 2016 10-K | | | | | | 4.b | | | | | | 02/09/2017 | | | | | | | | |

| [4.b.i](http://www.sec.gov/Archives/edgar/data/62996/000006299618000015/exhibit4bi.htm) | | | | | | | | | | | | 6-1/2% Notes Due August 15, 2032; | | | | | | [removed: | | |] 2017 10-K | | | | | | 4.b.i | | | | | | 02/08/2018 | | | | | | | | |

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

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

| [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. | | | | | | | | | | | | [removed: | | |] 8-K | | | | | | 4.3 | | | | | | 09/18/2020 | | | | | | | | |

| [removed: [4.c](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit4c.htm)] [added: [4.c](https://www.sec.gov/Archives/edgar/data/62996/000006299624000006/legal-301444xv4x_xxexx4xcx.htm)] | | | | | | Description of securities. | | | | | | | | | | | | | | | [removed: 2019 10-K] | | | | | | [removed: 4.c] | | | | | | [removed: 02/11/2020] | | | | | | [added: X] | | |

| Note 3: | | | | | | Exhibits [removed: 10.c] [added: 10.b] through [removed: 10.j] [added: 10.m] 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.c](http://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-10_bi.htm)] [added: [10.b](http://www.sec.gov/Archives/edgar/data/62996/000006299616000041/exhibit10a63016.htm)] | | | | | | Masco Corporation [removed: 2005] [added: 2014] Long Term Stock Incentive Plan (Amended and Restated May [removed: 11, 2010):] [added: 9, 2016):] | | | | | | | | | | | | | | | [removed: 2015 10-K] [added: 10-Q] | | | | | | [removed: 10.b.i] [added: 10.a] | | | | | | [removed: 02/12/2016] [added: 07/26/2016] | | | | | | | | |

| [removed: [10.d](http://www.sec.gov/Archives/edgar/data/62996/000006299616000041/exhibit10a63016.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000006299616000041/exhibit10b63016.htm)[b](http://www.sec.gov/Archives/edgar/data/62996/000006299616000041/exhibit10b63016.htm)[.x](http://www.sec.gov/Archives/edgar/data/62996/000006299616000041/exhibit10b63016.htm)[i](http://www.sec.gov/Archives/edgar/data/62996/000006299616000041/exhibit10b63016.htm)] | | | | | | [added: Non-Employee Directors Equity Program under] Masco [removed: Corporation] [added: Corporation's] 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, [removed: 2016):] [added: 2016).] | | | | | | | | | | | | 10-Q | | | | | | [removed: 10.a] [added: 10.b] | | | | | | 07/26/2016 | | | | | | | | |

| | | | | | | Form of Restricted Stock [added: Unit] Award Agreements: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

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

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

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

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

| | | | | | | Form of Stock Option Grant Agreements: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| [removed: [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)] [added: [10.b.v](http://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10civ.htm)] | | | | | | | | | | | | for grants [removed: prior to] [added: between] July 1, 2018 [added: and December 17, 2019] | | | | | | [removed: 8-K] | | | [added: 2018 10-K] | | | [removed: 10.d] | | | [added: 10.c.iv] | | | [removed: 05/06/2014] | | | [added: 02/07/2019] | | | | | | [added: | | |]

| [removed: [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)] [added: [10.b.vi](http://www.sec.gov/Archives/edgar/data/62996/000006299620000006/exhibit10cvi.htm)] | | | | | | | | | | | | for grants between [removed: July 1, 2018 and] December 17, 2019 [added: and February 3, 2022] | | | | | | [removed: 2018] [added: | | | 2019] 10-K | | | | | | [removed: 10.c.iv] [added: 10.c.vi] | | | | | | [removed: 02/07/2019] [added: 02/11/2020] | | | | | | | | |

| [removed: [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)] [added: [10.](http://www.sec.gov/Archives/edgar/data/0000062996/000006299620000006/exhibit10cxiv.htm)[b](http://www.sec.gov/Archives/edgar/data/0000062996/000006299620000006/exhibit10cxiv.htm)[.](http://www.sec.gov/Archives/edgar/data/0000062996/000006299620000006/exhibit10cxiv.htm)[i](http://www.sec.gov/Archives/edgar/data/0000062996/000006299620000006/exhibit10cxiv.htm)[x](http://www.sec.gov/Archives/edgar/data/0000062996/000006299620000006/exhibit10cxiv.htm)] | | | | | | | | | | | | for [removed: grants] [added: awards] between [removed: December 17, 2019] [added: February 7, 2020] and February 3, 2022 | | | | | | 2019 10-K | | | | | | [removed: 10.c.vi] [added: 10.c.xiv] | | | | | | 02/11/2020 | | | | | | | | |

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

| [removed: [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)] [added: [10.b.viii](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. | | | | | | | | | | | | [added: | | |] 2018 10-K | | | | | | 10.c.v | | | | | | 02/07/2019 | | | | | | | | |

| [removed: [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)] [added: [10.b.ix](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. | | | | | | | | | | | | [added: | | |] 10-Q | | | | | | 10.a | | | | | | 04/29/2020 | | | | | | | | |

| [removed: [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)] [added: [10.b.x](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 | | | | | | 10.c.xi | | | | | | 02/08/2022 | | | | | | | | |

| [removed: [10.d.xii](http://www.sec.gov/Archives/edgar/data/62996/000006299616000041/exhibit10b63016.htm)] [added: [10.b.xiii](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 [removed: May 9, 2016).] [added: February 7, 2020).] | | | | | | | | | | | | [removed: 10-Q] [added: 2019 10-K] | | | | | | [removed: 10.b] [added: 10.c.xiii] | | | | | | [removed: 07/26/2016] [added: 02/11/2020] | | | | | | | | |

| [added: [10.b.xii](http://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10cviii.htm)] | | | | | | Form of Restricted Stock Award Agreement for Non-Employee [removed: Directors:] [added: Directors] | | | | | | | | | | | | [added: 2018 10-K] | | | | | | [added: 10.c.viii] | | | | | | [added: 02/07/2019] | | | | | | | | |

| [removed: [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)] [added: [10.](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm)[b.](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm)[x](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxvii.htm)] | | | | | | | | | | | | for awards [removed: between February 7, 2020 and] [added: on or after] February [removed: 3,] [added: 4,] 2022 | | | | | | [removed: 2019] [added: 2021] 10-K | | | | | | [removed: 10.c.xiv] [added: 10.c.xvii] | | | | | | [removed: 02/11/2020] [added: 02/08/2022] | | | | | | | | |

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

| [removed: [10.g](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10f.htm)] [added: [10.e](https://www.sec.gov/Archives/edgar/data/62996/000006299624000006/legal-218779xv7x_exxxxcomp.htm)] | | | | | | Compensation of Non-Employee Directors. | | | | | | [removed: 2021 10-K] | | | | | | [removed: 10.f] | | | | | | [removed: 02/08/2022] | | | | | | | | | [added: | | | X | | |]

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

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

| [10.i](https://www.sec.gov/Archives/edgar/data/62996/000006299623000042/a10adraftoffer_rickwestenb.htm) | | | | | | Employment Offer Letter dated August 28, 2023 between Richard Westenberg and Masco Corporation | | | | | | | | | | | | 10-Q | | | | | | 10.a | | | | | | 10/26/2023 | | | | | | | | |

| [10.j](https://www.sec.gov/Archives/edgar/data/62996/000006299623000033/a10blegal-377976xv1xhq_xxj.htm) | | | | | | Agreement dated May 31, 2023 between Masco Corporation and John G. Sznewajs | | | | | | | | | | | | 10-Q | | | | | | 10.b | | | | | | 07/27/2023 | | | | | | | | |

| [10.k](https://www.sec.gov/Archives/edgar/data/62996/000006299624000006/legal-389319xv1x2023_19kxx.htm) | | | | | | Amended and Restated Severance and Release Agreement dated December 21, 2023 between Masco Corporation and John G. Sznewajs | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [10.l](https://www.sec.gov/Archives/edgar/data/62996/000006299624000006/legal-389313xv1x2023_xxxor.htm) | | | | | | Amended and Restated Severance and Release Agreement dated December 30, 2023 between Masco Corporation and Richard A. O'Reagan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [10.m](https://www.sec.gov/Archives/edgar/data/62996/000006299623000042/a10blegal-383602xv1xd_xcha.htm) | | | | | | Amended and Restated Transition and Severance Agreement and Release of All Liability dated October 25, 2023 between Masco Corporation and David A. Chaika. | | | | | | | | | | | | 10-Q | | | | | | 10.b | | | | | | 10/26/2023 | | | | | | | | |

| [97](https://www.sec.gov/Archives/edgar/data/62996/000006299624000006/legal-389233xv1x2023_xxxcl.htm) | | | | | | Policy Relating to Recovery of Erroneously Awarded Compensation | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [2.a](http://www.sec.gov/Archives/edgar/data/62996/000095010319013600/dp113801_ex0201.htm) | | | | | | Stock Purchase Agreement, dated September 29, 2019, by and between Masco Corporation and MIWD Holding Company LLC. | | | | | | | | | | | | 8-K | | | | | | 2.1 | | | | | | 10/03/2019 | | | | | | | | |

| [2.b](http://www.sec.gov/Archives/edgar/data/62996/000095010319015540/dp115905_ex0201.htm) | | | | | | Securities Purchase Agreement, dated November 14, 2019, by and between Masco Corporation and ACP Products, Inc. | | | | | | | | | | | | 8-K | | | | | | 2.1 | | | | | | 11/18/2019 | | | | | | | | |

| Note 1: | | | | | | Disclosure schedules and certain exhibits have been omitted from Exhibit No. 2.a and 2.b pursuant to Item 601(b)(2) of Regulation S-K. Each Agreement as filed identifies such schedules and exhibits, including the general nature of their contents. Masco agrees to furnish a copy of any omitted attachment to the Securities Exchange Commission on a confidential basis upon request. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [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 | | | | | | | | |

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

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

| [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 | | | | | | | | |

| [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 | | | | | | | | |

| [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 | | | | | | | | |

| [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 4, 2022 | | | | | | 2021 10-K | | | | | | 10.c.xvii | | | | | | 02/08/2022 | | | | | | | | |

| | | | | | | [removed: John G. Sznewajs *Vice] [added: Richard J. Westenberg Vice] President, Chief Financial [removed: Officer*] [added: Officer] | | |

[removed: February 9, 2023][added: | 2023 | | | | | | $ | 8 | | | | | $ | 7 | | | | | $ | — | | | | | | | | $ | (5) | | | | | (a) | | | $ | 11 | |]

| /s/ [removed: John G. Sznewajs] [added: Richard J. Westenberg] | | | | | | *Vice President, Chief Financial Officer* | | | | | | | | |

| [added: 2023] | | | | | | [added: $] | [added: 15] | | | | | [removed: *February 9, 2023*] [added: $] | [added: 2] | | [added: | | | $ | 53 | | | | | (c) (d) | | | $ | (37) | | | | | (e) | | | $ | 33 | |]

For the Years Ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020][added: 2021]

| 2022 | | | | | | $ | 17 | | | | | $ | — | | | | | $ | — | | | | | | | | $ | (2) | | | | | [removed: (d)] [added: (f)] | | | $ | 15 | |

[removed: (d)Net] [added: (f)Net] reduction to valuation allowance recorded as an income tax benefit.

| By: | | | /s/ Richard J. Westenberg | | | | | |

February 8, 2024

| Richard J. Westenberg | | | | | | | | | | | | | | |

| /s/ Jonathon J. Nudi | | | | | | *Director* | | | | | | | | |

| Jonathon J. Nudi | | | | | | | | | | | | | | |

| /s/ Sandeep Reddy | | | | | | *Director* | | | | | | | | |

| Sandeep Reddy | | | | | | | | | | | | | | |

| | | | | | | | | | | | | *February 8, 2024* | | |

(c)As a result of the acquisition of Sauna360 Group Oy in the third quarter of 2023, $5 million was added to valuation allowance on deferred tax assets.

(d)$48 million was added to valuation allowance resulting from the establishment of certain state deferred tax assets for which the likelihood of utilization is no longer considered remote.

(e)Due to a legal restructuring of certain U.S. businesses that will occur in early 2024, a $37 million reduction in valuation allowance was recorded as a $29 million state income tax benefit, net of federal expense.

| By: | | | /s/ John G. Sznewajs | | | | | |

| John G. Sznewajs | | | | | | | | | | | | | | |

| /s/ Reginald M. Turner, Jr. | | | | | | *Director* | | | | | | | | |

| Reginald M. Turner, Jr. | | | | | | | | | | | | | | |

| 2020 | | | | | | $ | 5 | | | | | $ | 3 | | | | | $ | — | | | | | | | | $ | (1) | | | | | (a) | | | $ | 7 | |

| 2020 | | | | | | $ | 38 | | | | | $ | — | | | | | $ | 2 | | | | | (c) | | | $ | (5) | | | | | (d) | | | $ | 35 | |

(c)$2 million net increase in valuation allowance due to currency translation recorded in other comprehensive income.