Masco (MAS) 10-K risk factor changes: FY2024 vs FY2023

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

Even if we are successful in acquiring businesses, the businesses we acquire may not be able to achieve the revenue, profitability or growth we anticipate, or we may experience challenges and risks in integrating these businesses into our existing [removed: business.][added: business, including our governance and compliance framework.]

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

- [removed: difficulties] realizing expected synergies and economies of scale;

- issues or conflicts with our new or existing customers or suppliers; [removed: and]

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

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

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

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

From time to time we enter into long-term agreements with certain significant suppliers to help ensure continued availability of the [removed: commodities] [added: raw materials, components and finished products] we require [removed: to produce our products] and to establish firm pricing, but these contractual commitments may result in our paying above market prices [removed: for commodities] during the term of the [removed: contract.][added: contract and may limit our ability to adjust our sourcing partners in the future.]

[removed: Occasionally,] [added: In addition,] we may [removed: also] use derivative instruments, including commodity [removed: futures and swaps.][added: hedges.]

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

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

In [removed: 2023,] [added: 2024,] 20 percent of our sales were made outside of North America (particularly in Europe) and transacted in currencies other than the U.S. dollar.

- social [removed: and political] [added: or civil] unrest; and

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

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

These include [removed: anti-bribery/anti-corruption laws,] laws [removed: regulating] [added: and regulations related to anti-bribery/anti-corruption,] competition, [added: data privacy, environmental, social and governance (“ESG”) matters,] sanctions, [removed: tax laws, trade regulations,] [added: tax, trade,] including duties and tariffs, and other business practices.

Compliance with these [removed: laws] [added: laws, regulations and government policies] is costly, and future changes to these laws may require significant management attention and disrupt our operations.

We have faced and may [removed: continue to] [added: in the future] face challenges in recruiting, developing, [removed: motivating] [added: engaging] and retaining employees, particularly when the labor market is experiencing low unemployment levels, increasing compensation and increasing competition.

If we are unable to successfully implement our talent strategies, including attracting, [removed: developing] [added: developing, engaging] and retaining key employees, building strong and diverse leadership teams, developing effective succession planning and successfully executing organizational change and leadership transition, our results of operations and financial position could be adversely impacted.

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

As our customers execute their strategies to reach end consumers through multiple channels, they rely on us to support their [removed: efforts with our infrastructure,] [added: efforts,] including [added: by] maintaining [added: our own] robust and user-friendly websites with sufficient content for consumer [removed: research] [added: research, providing sufficient product data to support their websites] and providing comprehensive supply chain solutions and differentiated product [removed: development.][added: development and service offerings.]

Consumer preferences [removed: are] [added: have] also [removed: changing,] [added: changed,] including a [removed: continued] shift in consumer purchasing practices toward e-commerce and a potential increase in consumer demand for products with certain attributes, such as connected products and sustainable products.

If we do not timely and effectively [added: implement our strategic and business initiatives related to these practices and preferences or] identify and [added: adequately] respond to [removed: these changes] [added: new changes,] our relationships with our customers and with consumers could be harmed, our ability to retain our customers and consumers may be negatively impacted, the demand for our brands and products could be reduced and our results of operations and financial position could be adversely impacted.

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

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

In addition, our relationships with our customers, including [removed: our] home center [removed: customers,] [added: retailers,] may be impacted if we increase the amount of business we transact in the e-commerce channel.

In [removed: 2023,] [added: 2024,] our net sales to The Home Depot were [removed: $3.1] [added: $3.0] billion (approximately [removed: 39] [added: 38] percent of our consolidated net sales), and our net sales to Ferguson and Lowe’s were each less than 10 percent of our consolidated net sales.

We may be adversely impacted if these information systems breakdown, fail, or [removed: are no longer supported] [added: if delays in system upgrades or replacements stretch those systems beyond support] by third-party service providers, including cloud platform providers.

System implementations and upgrades are complex and require significant management oversight, and we have experienced, and in the future [added: may] experience, unanticipated expenses and interruptions to our operations during these implementations and upgrades.

We own a number of patents, [removed: trade names, brand names] [added: trademarks] and other forms of intellectual property in our products and manufacturing processes throughout the world.

Protecting and preventing the unauthorized use of our intellectual property is costly, time consuming and [removed: require] [added: requires] significant resources.

If we are not able to protect our existing intellectual property rights, or prevent unauthorized use of our intellectual property, sales of our products may be impacted and we may experience reputational damage to our [removed: brand names,] [added: brands,] increased litigation costs and adverse impact to our competitive position, which could adversely impact our results of operations and financial position.

Refer to Note [removed: T] [added: R] to the consolidated financial statements included in Item 8 of this Report for additional information about litigation involving our businesses.

We are subject to a wide variety of federal, state, local and [removed: foreign] [added: international] laws and regulations, including those [removed: pertaining] [added: relating] to:

- [removed: competition practices;][added: competition;]

- employment and labor [added: matters, including wage and hour] matters;

- taxation; [added: and]

- trade, including duties and [removed: tariffs; and][added: tariffs.]

Elevated energy prices have increased and may in the future increase our production and transportation costs.

Our customers’ business models and strategies continue to change.

- advertising and marketing;

Energy prices have also increased and, this coupled with potential energy supply shortages, has resulted in increased production and transportation costs, which may continue in the future.

In recent years, consumer purchasing practices and preferences have shifted and our customers’ business models and strategies have changed.

- wage and hour matters.

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

We [added: also] have been experiencing, and may continue to experience, elevated commodity and other input costs, as well as employee-related cost inflation.

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

We discuss our consolidated results as well as our Business Segment [removed: and Geographic Area] results of operations for the year ended December 31, [removed: 2023] [added: 2024] versus December 31, [removed: 2022.][added: 2023.]

A detailed discussion of our [removed: consolidated,] [added: consolidated and] Business Segment [removed: and Geographic Area] results of operations for the year ended December 31, [removed: 2022] [added: 2023] compared to the year ended December 31, [removed: 2021] [added: 2022] 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: 2022,] [added: 2023,] which was filed with the SEC on February [removed: 9, 2023.][added: 8, 2024.]

[removed: Net Sales][added: NET SALES]

Below is a summary of our net sales, in millions, for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Change | | |

| Net sales, as reported | | | $ | [removed: 7,967] [added: 7,828] | | | | | $ | [removed: 8,680] [added: 7,967] | | | | | [removed: $] [added: (2)] | [removed: (713)] | [added: %] |

| Acquisitions | | | [removed: (28)] [added: (58)] | | | | | | — | | | | | | [removed: (28)] | | |

| Currency translation | | | [removed: 8] [added: 32] | | | | | | — | | | | | | [removed: 8] | | |

| Net sales, excluding [removed: acquisitions] [added: acquisitions, divestitures] and the effect of currency translation | | | $ | [removed: 7,947] [added: 7,802] | | | | | $ | [removed: 8,680] [added: 7,895] | | | | | [removed: $] [added: (1)] | [removed: (733)] | [added: %] |

Our net sales for [removed: 2023] [added: 2024] were [removed: $7,967] [added: $7,828] million, which decreased [removed: eight] [added: two] percent compared to [removed: 2022.][added: 2023.]

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

Below is a summary of our [removed: gross profit,] [added: results of operations, dollars] in millions, [removed: and gross margin] for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | Favorable / (Unfavorable) | | |

| Gross profit | | | $ | [removed: 2,836] [added: 2,831] | | | | | $ | [removed: 2,713] [added: 2,836] | | | | | [removed: $] [added: —] | [removed: 123] | [added: %] |

| [removed: Gross margin] [added: *Gross margin*] | | | [removed: 35.6] [added: *36.2*] | | [removed: %] [added: *%*] | | | | [removed: 31.3] [added: *35.6*] | | [removed: %] [added: *%*] | | | | [removed: 430 bps] [added: *60 bps*] | | |

| [added: Insurance settlement] | | | [removed: •] [added: —] | | | [removed: Receipt of an insurance settlement payment.] | | | [added: (40)] | | | | | | [added: (100)] | | [added: %] |

[added: |] Selling, [removed: General] [added: general] and [removed: Administrative Expenses][added: administrative expenses | | | $ | (1,468) | | | | | $ | (1,473) | | | | | — | | % |]

Below is a summary of our [removed: selling, general and administrative expenses,] [added: other income (expense), net,] in millions, [removed: and selling, general and administrative expenses as a percentage of net sales] for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| [removed: Selling,] [added: *Selling,] general and administrative expenses [removed: as] [added: of] a [removed: percentage] [added: percent] of net [removed: sales] [added: sales*] | | | [removed: (18.5)] [added: *(18.8)*] | | [removed: %] [added: *%*] | | | | [removed: (16.0)] [added: *(18.5)*] | | [removed: %] [added: *%*] | | | | [removed: (250) bps] [added: *(30) bps*] | | |

[removed: Operating Profit][added: | Operating Profit: | | | | | | | | | | | | | | | | | |]

Below is a summary of our [removed: operating profit,] [added: income tax expense,] in millions, and [removed: operating profit margins] [added: our effective tax rate] for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

| Operating profit, as reported | | | $ | [removed: 1,348] [added: 1,363] | | | | | $ | [removed: 1,297] [added: 1,348] | | | | | [removed: $] [added: 1] | [removed: 51] | [added: %] |

| Rationalization charges | | | [removed: 13] [added: 9] | | | | | | [removed: 32] [added: 13] | | | | | | [removed: (19)] [added: (31)] | | [added: %] |

| Impairment [removed: charges] [added: charge] for [removed: goodwill and] other intangible assets | | | [removed: 15] [added: $] | [added: —] | | | | | [removed: 26] [added: $] | [added: (15)] | | | | | [removed: (11)] [added: (100)] | | [added: %] |

| Operating profit, excluding rationalization charges, impairment [removed: charges] [added: charge,] and insurance settlement | | | $ | [removed: 1,336] [added: 1,372] | | | | | $ | [removed: 1,355] [added: 1,336] | | | | | [removed: $] [added: 3] | [removed: (19)] | [added: %] |

| [removed: Operating] [added: *Operating] profit margin, as [removed: reported] [added: reported*] | | | [removed: 16.9] [added: *17.4*] | | [removed: %] [added: *%*] | | | | [removed: 14.9] [added: *16.9*] | | [removed: %] [added: *%*] | | | | [removed: 200 bps] [added: *50 bps*] | | |

| [removed: Operating] [added: *Operating] profit margin, excluding rationalization charges, impairment [removed: charges] [added: charge,] and insurance [removed: settlement] [added: settlement*] | | | [removed: 16.8] [added: *17.5*] | | [removed: %] [added: *%*] | | | | [removed: 15.6] [added: *16.8*] | | [removed: %] [added: *%*] | | | | [removed: 120 bps] [added: *70 bps*] | | |

[added: |] Interest [removed: Expense][added: expense | | | $ | (99) | | | | | $ | (106) | | | | | 7 | | % |]

Below is a summary of our [removed: interest expense,] [added: net income,] in millions, [added: and diluted income per common share] for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022:][added: 2023:]

[added: |] Other, net [added: | | | (4) | | | | | | (4) | | |]

| Other, net | | | [removed: $] [added: (103)] | [removed: (4)] | | | | | [removed: $] [added: (4)] | [removed: 4] | | | | | [removed: $] [added: (2,475)] | [removed: (8)] | [added: %] |

| Income tax expense | | | $ | [removed: (278)] [added: (287)] | | | | | $ | [removed: (288)] [added: (278)] | | | | | [removed: $] [added: (3)] | [removed: 10] | [added: %] |

| Effective tax rate | | | [removed: (22)] [added: (25)] | | % | | | | [removed: (24)] [added: (22)] | | % | | | | [removed: 2] [added: (300) bps] | | [removed: %] |

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 [removed: will occur] [added: occurred] in early 2024.

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

| Net income | | | $ | [removed: 908] [added: 822] | | | | | $ | [removed: 844] [added: 908] | | | | | [removed: $] [added: (9)] | [removed: 64] | [added: %] |

| Divestitures | | | — | | | | | | (72) | | | | | | | | |

| Net sales, excluding acquisitions and divestitures | | | 7,770 | | | | | | 7,895 | | | | | | (2) | | % |

Our net sales for 2024 decreased primarily due to lower sales volume of North America plumbing products, lower net selling prices of decorative architectural products, and unfavorable sales mix of plumbing products which each decreased sales by one percent.

RESULTS OF OPERATIONS

| | | | 2024 | | | | | | 2023 | | | | | | Change | | |

| Net sales | | | $ | 7,828 | | | | | $ | 7,967 | | | | | (2) | | % |

| Cost of sales | | | (4,997) | | | | | | (5,131) | | | | | | (3) | | % |

| Impairment charge for other intangible assets | | | — | | | | | | 15 | | | | | | (100) | | % |

Our gross profit for 2024 was $2,831 million, which remained flat compared to 2023.

These amounts were mostly offset by cost savings initiatives and one percent due to higher net selling prices.

Our selling, general and administrative expenses for 2024 were $1,468 million, which remained flat compared to 2023.

Selling, general and administrative expenses were positively impacted by one percent each due to the divestiture of Kichler in the third quarter of 2024 and lower sales commissions, mostly offset by two percent due to higher employee-related costs.

Our operating profit for 2024 was $1,363 million, which increased one percent, and was positively impacted by the non-recurrence of an impairment charge for other intangible assets in 2023.

| Other income (expense), net | | | $ | (202) | | | | | $ | (110) | | | | | (84) | | % |

Other, net included a loss on the sale of Kichler Lighting ("Kichler") of $88 million, inclusive of costs to sell, for the year ended December 31, 2024.

| | | | 2024 | | | | | | 2023 | | | | | | Favorable / (Unfavorable) | | |

This state income tax benefit did not recur in 2024.

| | | | 2024 | | | | | | 2023 | | | | | | Favorable / (Unfavorable) | | |

| | | | 2024 | | | | | | 2023 | | | | | | 2024 vs. 2023 | | |

Higher net selling prices increased sales by two percent and the acquisition of Sauna360 Group Oy ("Sauna360") in 2023 increased sales by one percent.

*Divestitures*

In the third quarter of 2024, we sold our Kichler business, a provider of decorative residential and light commercial lighting products, ceiling fans, and LED lighting systems, for consideration of $125 million, net of cash disposed, and subject to final closing adjustments.

Post-closing adjustments were finalized in the fourth quarter of 2024.

Total cash dividends paid was $254 million in 2024.

| | | | 2024 | | | | | | 2023 | | |

| Excise tax paid on the purchase of Company common stock | | | (3) | | | | | | — | | |

| Purchase of redeemable noncontrolling interest | | | (15) | | | | | | — | | |

| Proceeds from disposition of business, net of cash disposed | | | 126 | | | | | | — | | |

| | | | 2024 | | | | | | 2023 | | |

Net cash used for financing activities was $1,017 million, primarily due to $751 million for the repurchase and retirement of our common stock, $254 million for the payment of cash dividends, $37 million for dividends paid to noncontrolling interest, $35 million for employee withholding taxes paid on stock-based compensation, and $15 million for the purchase of the remaining equity interest in Easy Sanitary Solutions B.V. These uses of cash were partially offset by $79 million of proceeds from the exercise of stock options.

| Debt (A) | | | $ | 3 | | | | | $ | 304 | | | | | $ | 839 | | | | | $ | 1,806 | | | | | $ | — | | | | | $ | 2,952 | |

| Interest (A) | | | 98 | | | | | | 193 | | | | | | 158 | | | | | | 580 | | | | | | — | | | | | | 1,028 | | |

| Operating leases | | | 55 | | | | | | 88 | | | | | | 57 | | | | | | 142 | | | | | | — | | | | | | 341 | | |

| Purchase commitments (B) | | | 363 | | | | | | 100 | | | | | | 41 | | | | | | — | | | | | | — | | | | | | 505 | | |

| Total | | | $ | 546 | | | | | $ | 685 | | | | | $ | 1,095 | | | | | $ | 2,527 | | | | | $ | 97 | | | | | $ | 4,950 | |

(B)Includes purchase commitments for vendor contracts and contracts for the purchase of renewable energy credits and transferable tax credits.

We utilize our weighted average cost of capital of approximately 8.50 percent as the basis to determine the discount rate to apply to the estimated future cash flows.

In the fourth quarter of 2024, we estimated that the future discounted cash flows projected for all of our other indefinite-lived intangible assets were greater than the carrying values.

Accordingly, we did not recognize any impairment charges for other indefinite-lived intangible assets.

SALES AND OPERATIONS

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

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

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

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

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

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

| | | | Our net sales for 2023 decreased primarily due to: | | | | | | | | | | | | | | | | | |

| | | | • | | | Lower sales volume across the entire company which decreased sales by 11 percent. | | | | | | | | | | | | | | |

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

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

| | | | • | | | Higher net selling prices across the entire company which increased sales by three percent. | | | | | | | | | | | | | | |

Gross Profit and Gross Margin

| | | | Our 2023 gross profit margin was positively impacted by: | | | | | | | | | | | | | | |

| | | | • | | | Higher net selling prices. | | | | | | | | | | | |

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

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

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

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

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

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

| Selling, general and administrative expenses | | | $ | (1,473) | | | | | $ | (1,390) | | | | | $ | (83) | |

| | | | Our 2023 selling, general and administrative expenses as a percentage of net sales was negatively impacted by: | | | | | | | | | | | | | | |

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

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

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

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

| | | | Our 2023 operating profit was positively impacted by: | | | | | | | | | | | | | | |

| | | | • | | | Lower goodwill and other intangible assets impairment charges in our lighting business. | | | | | | | | | | | |

| | | | • | | | Unfavorable foreign currency translation. | | | | | | | | | | | |

| Interest expense | | | $ | (106) | | | | | $ | (108) | | | | | $ | 2 | |

Below is a summary of our other, net, in millions, for the years ended December 31, 2023 and 2022:

Other, net, for 2022 included $24 million of income from the revaluation of contingent consideration related to the acquisition of Kraus USA Inc.

Below is a summary of our income tax expense, in millions, and our effective tax rate for the years ended December 31, 2023 and 2022:

Below is a summary of our net income, in millions, and diluted income per common share for the years ended December 31, 2023 and 2022:

| North America | | | $ | 6,384 | | | | | $ | 6,978 | | | | | (9) | | % |

| International, particularly Europe | | | 1,583 | | | | | | 1,702 | | | | | | (7) | | % |

| North America | | | $ | 1,210 | | | | | $ | 1,116 | | | | | 8 | | % |

| International, particularly Europe | | | 229 | | | | | | 268 | | | | | | (15) | | % |

| Total | | | 1,439 | | | | | | 1,384 | | | | | | 4 | | % |

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

At December 31, [removed: 2023,] [added: 2024,] 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.

Our portfolio of industry-leading brands includes BEHR® paint; DELTA® and HANSGROHE® faucets, bath and shower fixtures; [removed: KICHLER® decorative and outdoor lighting;] LIBERTY® branded decorative and functional hardware; and HOT SPRING® spas.

We believe that our solid results of operations and financial position for [removed: 2023] [added: 2024] resulted from our continued focus on our three strategic pillars:

In [removed: addition,] [added: 2024,] we continued to return value to our shareholders by repurchasing approximately [removed: 6.2] [added: 10.0] million shares of our common stock and increasing our quarterly dividend by approximately two percent compared to [removed: 2022.][added: 2023.]

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

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

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: GINGER®,] NEWPORT BRASS®, [added: GINGER®,] BRASSTECH® and WALTEC®.

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

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

These products are sold [added: primarily] in North America [removed: and] [added: as well as in] 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 [removed: percent, 32] percent [removed: and 30 percent] of our consolidated net sales in [added: 2024,] 2023, [removed: 2022,] and [removed: 2021, respectively.][added: 2022.]

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

We have multiple sources, both domestic and foreign, for the raw materials used in this [removed: segment.][added: segment and have encountered price volatility with respect to certain of these materials.]

We are subject to federal, state, local and [removed: foreign] [added: international] government laws and regulations.

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

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

Following is our workforce representation statistics as of December 31, [removed: 2023:][added: 2024:]

- In the U.S., our leadership team is comprised of 34 percent women and [removed: 26] [added: 27] percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of 26 percent and [removed: 23] [added: 24] percent, respectively.

- In the U.S., our salaried workforce is comprised of approximately [removed: 36] [added: 35] percent women and [removed: 30] [added: 31] percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of [removed: 28] [added: 29] percent and 29 percent, respectively.

- In the U.S., our hourly workforce, which includes hourly and exception hourly, is comprised of 37 percent women and [removed: 54] [added: 55] percent racially / ethnically diverse individuals, as compared to the EEO-1 benchmark of [removed: 29] [added: 27] percent and [removed: 40] [added: 35] percent, respectively.

At December 31, [removed: 2023,] [added: 2024,] we employed approximately 18,000 people.

[removed: Material] [added: Information] contained on our website is not incorporated by reference into this [removed: Report.][added: Report or any other report filed with the SEC.]

In addition, in the third quarter of 2024, we completed the divestiture of our Kichler Lighting business.

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 have encountered price volatility for propylene and certain petroleum by-products.

This segment also includes decorative indoor and outdoor lighting fixtures, ceiling fans, landscape lighting and LED lighting systems.

These products are sold to home center retailers, online retailers, electrical distributors, landscape distributors and lighting showrooms under the brand names KICHLER® and ÉLAN® and under other trademarks.

Competitors of these products include Acuity, FX Luminaire, Generation Brands, Hinkley Lighting, Inc., Hunter Fan Company, Progress Lighting brand and private label brands.

Information regarding legal proceedings involving us is set forth in Note [removed: T] [added: R] 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: 2023][added: 2024]

The aggregate market value of the Registrant's Common Stock held by non-affiliates of the Registrant on June 30, [removed: 2023] [added: 2024] (based on the closing sale price of [removed: $57.38] [added: $66.67] of the Registrant's Common Stock, as reported by the New York Stock Exchange on such date) was approximately [removed: $12,869,087,500.][added: $14,510,947,978.]

Number of shares outstanding of the Registrant's Common Stock at January 31, [removed: 2024:][added: 2025:]

[removed: 219,764,935] [added: 211,983,493] shares of Common Stock, par value $1.00 per share

Portions of the Registrant's definitive Proxy Statement to be filed for its [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

[removed: 2023] [added: 2024] Annual Report on Form 10-K

| [removed: [1A.](#i8622cf9dcf044517acac0dfa20c57ea4_16)] [added: [1A.](#i00d376bc25734a259cdbee9968a2641c_16)] | | | | | | [Risk [removed: Factors](#i8622cf9dcf044517acac0dfa20c57ea4_16)] [added: Factors](#i00d376bc25734a259cdbee9968a2641c_16)] | | | | | | [removed: [7](#i8622cf9dcf044517acac0dfa20c57ea4_16)] [added: [7](#i00d376bc25734a259cdbee9968a2641c_16)] | | |

| [removed: [1B.](#i8622cf9dcf044517acac0dfa20c57ea4_19)] [added: [1B.](#i00d376bc25734a259cdbee9968a2641c_19)] | | | | | | [Unresolved Staff [removed: Comments](#i8622cf9dcf044517acac0dfa20c57ea4_19)] [added: Comments](#i00d376bc25734a259cdbee9968a2641c_19)] | | | | | | [removed: [14](#i8622cf9dcf044517acac0dfa20c57ea4_19)] [added: [15](#i00d376bc25734a259cdbee9968a2641c_19)] | | |

| [removed: [3.](#i8622cf9dcf044517acac0dfa20c57ea4_28)] [added: [3.](#i00d376bc25734a259cdbee9968a2641c_28)] | | | | | | [Legal [removed: Proceedings](#i8622cf9dcf044517acac0dfa20c57ea4_28)] [added: Proceedings](#i00d376bc25734a259cdbee9968a2641c_28)] | | | | | | [removed: [16](#i8622cf9dcf044517acac0dfa20c57ea4_28)] [added: [17](#i00d376bc25734a259cdbee9968a2641c_28)] | | |

| [removed: [4.](#i8622cf9dcf044517acac0dfa20c57ea4_31)] [added: [4.](#i00d376bc25734a259cdbee9968a2641c_31)] | | | | | | [Mine Safety [removed: Disclosures](#i8622cf9dcf044517acac0dfa20c57ea4_31)] [added: Disclosures](#i00d376bc25734a259cdbee9968a2641c_31)] | | | | | | [removed: [17](#i8622cf9dcf044517acac0dfa20c57ea4_31)] [added: [17](#i00d376bc25734a259cdbee9968a2641c_31)] | | |

| [removed: [5.](#i8622cf9dcf044517acac0dfa20c57ea4_37)] [added: [5.](#i00d376bc25734a259cdbee9968a2641c_37)] | | | | | | [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i8622cf9dcf044517acac0dfa20c57ea4_37)] [added: Securities](#i00d376bc25734a259cdbee9968a2641c_37)] | | | | | | [removed: [17](#i8622cf9dcf044517acac0dfa20c57ea4_37)] [added: [18](#i00d376bc25734a259cdbee9968a2641c_37)] | | |

| [removed: [7.](#i8622cf9dcf044517acac0dfa20c57ea4_43)] [added: [7.](#i00d376bc25734a259cdbee9968a2641c_43)] | | | | | | [Management's Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i8622cf9dcf044517acac0dfa20c57ea4_43)] [added: Operations](#i00d376bc25734a259cdbee9968a2641c_43)] | | | | | | [removed: [19](#i8622cf9dcf044517acac0dfa20c57ea4_43)] [added: [20](#i00d376bc25734a259cdbee9968a2641c_43)] | | |

| [removed: [7A.](#i8622cf9dcf044517acac0dfa20c57ea4_79)] [added: [7A.](#i00d376bc25734a259cdbee9968a2641c_79)] | | | | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i8622cf9dcf044517acac0dfa20c57ea4_79)] [added: Risk](#i00d376bc25734a259cdbee9968a2641c_79)] | | | | | | [removed: [32](#i8622cf9dcf044517acac0dfa20c57ea4_79)] [added: [31](#i00d376bc25734a259cdbee9968a2641c_79)] | | |

| [removed: [8.](#i8622cf9dcf044517acac0dfa20c57ea4_82)] [added: [8.](#i00d376bc25734a259cdbee9968a2641c_82)] | | | | | | [Financial Statements and Supplementary [removed: Data](#i8622cf9dcf044517acac0dfa20c57ea4_82)] [added: Data](#i00d376bc25734a259cdbee9968a2641c_82)] | | | | | | [removed: [33](#i8622cf9dcf044517acac0dfa20c57ea4_82)] [added: [32](#i00d376bc25734a259cdbee9968a2641c_82)] | | |

| [removed: [9.](#i8622cf9dcf044517acac0dfa20c57ea4_181)] [added: [9.](#i00d376bc25734a259cdbee9968a2641c_184)] | | | | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i8622cf9dcf044517acac0dfa20c57ea4_181)] [added: Disclosure](#i00d376bc25734a259cdbee9968a2641c_184)] | | | | | | [removed: [75](#i8622cf9dcf044517acac0dfa20c57ea4_181)] [added: [71](#i00d376bc25734a259cdbee9968a2641c_184)] | | |

| [removed: [9A.](#i8622cf9dcf044517acac0dfa20c57ea4_184)] [added: [9A.](#i00d376bc25734a259cdbee9968a2641c_187)] | | | | | | [Controls and [removed: Procedures](#i8622cf9dcf044517acac0dfa20c57ea4_184)] [added: Procedures](#i00d376bc25734a259cdbee9968a2641c_187)] | | | | | | [removed: [75](#i8622cf9dcf044517acac0dfa20c57ea4_184)] [added: [71](#i00d376bc25734a259cdbee9968a2641c_187)] | | |

| [removed: [9B.](#i8622cf9dcf044517acac0dfa20c57ea4_190)] [added: [9B.](#i00d376bc25734a259cdbee9968a2641c_193)] | | | | | | [Other [removed: Information](#i8622cf9dcf044517acac0dfa20c57ea4_190)] [added: Information](#i00d376bc25734a259cdbee9968a2641c_193)] | | | | | | [removed: [75](#i8622cf9dcf044517acac0dfa20c57ea4_190)] [added: [71](#i00d376bc25734a259cdbee9968a2641c_193)] | | |

| [removed: [9C.](#i8622cf9dcf044517acac0dfa20c57ea4_193)] [added: [9C.](#i00d376bc25734a259cdbee9968a2641c_199)] | | | | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i8622cf9dcf044517acac0dfa20c57ea4_193)] [added: Inspections](#i00d376bc25734a259cdbee9968a2641c_199)] | | | | | | [removed: [75](#i8622cf9dcf044517acac0dfa20c57ea4_193)] [added: [71](#i00d376bc25734a259cdbee9968a2641c_199)] | | |

| [removed: [10.](#i8622cf9dcf044517acac0dfa20c57ea4_199)] [added: [10.](#i00d376bc25734a259cdbee9968a2641c_205)] | | | | | | [Directors, Executive Officers and Corporate [removed: Governance](#i8622cf9dcf044517acac0dfa20c57ea4_199)] [added: Governance](#i00d376bc25734a259cdbee9968a2641c_205)] | | | | | | [removed: [76](#i8622cf9dcf044517acac0dfa20c57ea4_199)] [added: [72](#i00d376bc25734a259cdbee9968a2641c_205)] | | |

| [removed: [11.](#i8622cf9dcf044517acac0dfa20c57ea4_202)] [added: [11.](#i00d376bc25734a259cdbee9968a2641c_208)] | | | | | | [Executive [removed: Compensation](#i8622cf9dcf044517acac0dfa20c57ea4_202)] [added: Compensation](#i00d376bc25734a259cdbee9968a2641c_208)] | | | | | | [removed: [76](#i8622cf9dcf044517acac0dfa20c57ea4_202)] [added: [72](#i00d376bc25734a259cdbee9968a2641c_208)] | | |

| [removed: [12.](#i8622cf9dcf044517acac0dfa20c57ea4_205)] [added: [12.](#i00d376bc25734a259cdbee9968a2641c_211)] | | | | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i8622cf9dcf044517acac0dfa20c57ea4_205)] [added: Matters](#i00d376bc25734a259cdbee9968a2641c_211)] | | | | | | [removed: [76](#i8622cf9dcf044517acac0dfa20c57ea4_205)] [added: [72](#i00d376bc25734a259cdbee9968a2641c_211)] | | |

| [removed: [13.](#i8622cf9dcf044517acac0dfa20c57ea4_208)] [added: [13.](#i00d376bc25734a259cdbee9968a2641c_214)] | | | | | | [Certain Relationships and Related Transactions, and Director [removed: Independence](#i8622cf9dcf044517acac0dfa20c57ea4_208)] [added: Independence](#i00d376bc25734a259cdbee9968a2641c_214)] | | | | | | [removed: [76](#i8622cf9dcf044517acac0dfa20c57ea4_208)] [added: [72](#i00d376bc25734a259cdbee9968a2641c_214)] | | |

| [removed: [14.](#i8622cf9dcf044517acac0dfa20c57ea4_211)] [added: [14.](#i00d376bc25734a259cdbee9968a2641c_217)] | | | | | | [Principal Accountant Fees and [removed: Services](#i8622cf9dcf044517acac0dfa20c57ea4_211)] [added: Services](#i00d376bc25734a259cdbee9968a2641c_217)] | | | | | | [removed: [76](#i8622cf9dcf044517acac0dfa20c57ea4_211)] [added: [72](#i00d376bc25734a259cdbee9968a2641c_217)] | | |

| [removed: [15.](#i8622cf9dcf044517acac0dfa20c57ea4_217)] [added: [15.](#i00d376bc25734a259cdbee9968a2641c_223)] | | | | | | [Exhibits and Financial Statement [removed: Schedules](#i8622cf9dcf044517acac0dfa20c57ea4_217)] [added: Schedules](#i00d376bc25734a259cdbee9968a2641c_223)] | | | | | | [removed: [77](#i8622cf9dcf044517acac0dfa20c57ea4_217)] [added: [73](#i00d376bc25734a259cdbee9968a2641c_223)] | | |

| [removed: [16.](#i8622cf9dcf044517acac0dfa20c57ea4_220)] [added: [16.](#i00d376bc25734a259cdbee9968a2641c_226)] | | | | | | [Form 10-K [removed: Summary](#i8622cf9dcf044517acac0dfa20c57ea4_220)] [added: Summary](#i00d376bc25734a259cdbee9968a2641c_226)] | | | | | | [removed: [80](#i8622cf9dcf044517acac0dfa20c57ea4_220)] [added: [76](#i00d376bc25734a259cdbee9968a2641c_226)] | | |

| | | | | | | [PART I](#i00d376bc25734a259cdbee9968a2641c_10) | | | | | | | | |

| [1.](#i00d376bc25734a259cdbee9968a2641c_13) | | | | | | [Business](#i00d376bc25734a259cdbee9968a2641c_13) | | | | | | [2](#i00d376bc25734a259cdbee9968a2641c_13) | | |

| [1C.](#i00d376bc25734a259cdbee9968a2641c_22) | | | | | | [Cybersecurity](#i00d376bc25734a259cdbee9968a2641c_22) | | | | | | [15](#i00d376bc25734a259cdbee9968a2641c_22) | | |

| [2.](#i00d376bc25734a259cdbee9968a2641c_25) | | | | | | [Properties](#i00d376bc25734a259cdbee9968a2641c_25) | | | | | | [17](#i00d376bc25734a259cdbee9968a2641c_25) | | |

| | | | | | | [PART II](#i00d376bc25734a259cdbee9968a2641c_34) | | | | | | | | |

| [6.](#i00d376bc25734a259cdbee9968a2641c_40) | | | | | | [\[Reserved\]](#i00d376bc25734a259cdbee9968a2641c_40) | | | | | | [19](#i00d376bc25734a259cdbee9968a2641c_40) | | |

| | | | | | | [PART III](#i00d376bc25734a259cdbee9968a2641c_202) | | | | | | | | |

| | | | | | | [PART IV](#i00d376bc25734a259cdbee9968a2641c_220) | | | | | | | | |

| | | | | | | [Signatures](#i00d376bc25734a259cdbee9968a2641c_229) | | | | | | [77](#i00d376bc25734a259cdbee9968a2641c_229) | | |

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

Our cybersecurity program is overseen by our Vice President, Information Technology and our Director, [removed: Enterprise Security.][added: Cybersecurity.]

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

Our Incident Response [removed: Plan,] [added: Plan and attendant processes,] 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.

In [removed: 2023,] [added: 2024,] 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 [removed: 2023,] [added: 2024,] 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 [removed: 2023,] [added: 2024,] 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.

The table below lists [added: the number of] principal North American properties as of December 31, [removed: 2023.][added: 2024.]

| Plumbing Products | | | | | | [removed: 22] [added: 24] | | | | | | 10 | | |

| Decorative Architectural Products | | | | | | [removed: 8] [added: 9] | | | | | | [removed: 17] [added: 14] | | |

| Totals | | | | | | [removed: 30] [added: 33] | | | | | | [removed: 27] [added: 24] | | |

The table below lists [added: the number of] principal properties outside of North America as of December 31, [removed: 2023.][added: 2024.]

| Plumbing Products | | | | | | 12 | | | | | | [removed: 17] [added: 15] | | |

| Totals | | | | | | 12 | | | | | | [removed: 17] [added: 15] | | |

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

On January 31, [removed: 2024,] [added: 2025,] there were approximately [removed: 2,500] [added: 2,400] holders of record of our common stock.

The Board of Directors declared a quarterly dividend of [removed: $0.29] [added: $0.31] per share in the first quarter of [removed: 2024] [added: 2025] with the intention to increase the annual dividend [removed: 2] [added: 7] percent to [removed: $1.16] [added: $1.24] per share.

We repurchased and retired [removed: 6.2] [added: 10.0] million shares of our common stock for the year ended December 31, [removed: 2023] [added: 2024] for approximately [removed: $356] [added: $757] million, inclusive of excise tax of [removed: $3] [added: $6] million.

This included [removed: 0.2] [added: 0.5] million shares to offset the dilutive impact of restricted stock units granted in [removed: 2023.][added: 2024.]

At December 31, [removed: 2023,] [added: 2024,] we had [removed: $1.6 billion] [added: $896 million] remaining under the 2022 authorization.

The following table provides information regarding the repurchase of our common stock for the three-month period ended December 31, [removed: 2023.][added: 2024.]

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: 2018] [added: 2019] through December 31, [removed: 2023,] [added: 2024,] when the closing price of our common stock was [removed: $66.98.][added: $72.57.]

The graph assumes investments of $100 on December 31, [removed: 2018] [added: 2019] 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: 2018] [added: 2019] 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: 2019] [added: 2020] | | | | | | [removed: 2020] [added: 2021] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2023] [added: 2024] | | |

| 10/1/24 - 10/31/24 | | | | | | 1,069,651 | | | | | | $ | 83.45 | | | | | 1,069,651 | | | | | | $ | 1,075,395,662 | |

| 11/1/24 - 11/30/24 | | | | | | 1,090,788 | | | | | | $ | 79.42 | | | | | 1,090,788 | | | | | | $ | 988,760,389 | |

| 12/1/24 - 12/31/24 | | | | | | 1,179,967 | | | | | | $ | 78.32 | | | | | 1,179,967 | | | | | | $ | 896,349,195 | |

| Total for the quarter | | | | | | 3,340,406 | | | | | | $ | 80.32 | | | | | 3,340,406 | | | | | | $ | 896,349,195 | |

| Masco | | | $ | 114.46 | | | | | $ | 146.32 | | | | | $ | 97.25 | | | | | $ | 139.57 | | | | | $ | 151.22 | |

| S&P 500 Index | | | $ | 116.26 | | | | | $ | 147.52 | | | | | $ | 118.84 | | | | | $ | 147.64 | | | | | $ | 182.05 | |

| S&P Industrials Index | | | $ | 109.01 | | | | | $ | 130.16 | | | | | $ | 120.91 | | | | | $ | 140.30 | | | | | $ | 162.25 | |

| S&P Consumer Durables & Apparel Index | | | $ | 118.41 | | | | | $ | 143.20 | | | | | $ | 99.47 | | | | | $ | 116.21 | | | | | $ | 108.09 | |

| 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 | |

We assessed the effectiveness of our internal control over financial reporting as of December 31, [removed: 2023] [added: 2024] 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: 2023.][added: 2024.]

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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and expressed an unqualified opinion on our [removed: 2023] [added: 2024] consolidated financial statements.

We have audited the accompanying consolidated balance sheets of Masco Corporation and its subsidiaries (the “Company”) as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the related consolidated statements of operations, of comprehensive income (loss), of shareholders' equity and of cash flows for each of the three years in the period ended December 31, [removed: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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: 2023,] [added: 2024,] 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 [added: the accompanying] Management’s Report on Internal Control over Financial [removed: Reporting appearing under Item 8.][added: Reporting.]

As described in Notes A and H to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $604] [added: $597] million as of December 31, [removed: 2023.][added: 2024.]

December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

| | | | [added: 2024 | | | | | |] 2023 | | | | | | 2022 | | |

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

| Receivables | | | [removed: 1,090] [added: 1,035] | | | | | | [removed: 1,149] [added: 1,090] | | |

| Inventories | | | [removed: 1,022] [added: 938] | | | | | | [removed: 1,236] [added: 1,022] | | |

| Prepaid expenses and other | | | [removed: 110] [added: 123] | | | | | | [removed: 109] [added: 110] | | |

| Total current assets | | | [removed: 2,856] [added: 2,730] | | | | | | [removed: 2,946] [added: 2,856] | | |

| Property and equipment, net | | | [removed: 1,121] [added: 1,116] | | | | | | [removed: 975] [added: 1,121] | | |

| Goodwill | | | [removed: 604] [added: 597] | | | | | | [removed: 537] [added: 604] | | |

| Other intangible assets, net | | | [removed: 377] [added: 220] | | | | | | [removed: 350] [added: 377] | | |

| Operating lease right-of-use assets | | | [removed: 268] [added: 231] | | | | | | [removed: 266] [added: 268] | | |

| Other assets | | | [removed: 139] [added: 123] | | | | | | [removed: 113] [added: 139] | | |

| Total assets | | | $ | [removed: 5,363] [added: 5,016] | | | | | $ | [removed: 5,187] [added: 5,363] | |

| Accounts payable | | | $ | [removed: 840] [added: 789] | | | | | $ | [removed: 877] [added: 840] | |

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

| Accrued liabilities | | | [removed: 852] [added: 767] | | | | | | [removed: 807] [added: 852] | | |

| Total current liabilities | | | [removed: 1,695] [added: 1,560] | | | | | | [removed: 1,889] [added: 1,695] | | |

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

| Noncurrent operating lease liabilities | | | [removed: 258] [added: 223] | | | | | | [removed: 255] [added: 258] | | |

| Other liabilities | | | [removed: 349] [added: 342] | | | | | | [removed: 339] [added: 349] | | |

| Total liabilities | | | $ | [removed: 5,247] [added: 5,069] | | | | | $ | [removed: 5,429] [added: 5,247] | |

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

| Redeemable noncontrolling interest | | | [removed: 18] [added: —] | | | | | | [removed: 20] [added: 18] | | |

| Common shares, par value $1 per share Authorized shares: 1,400,000,000; Issued and outstanding: [removed: 2023] [added: 2024] – [removed: 220,600,000; 2022] [added: 212,500,000; 2023] – [removed: 225,300,000] [added: 220,600,000] | | | [removed: 221] [added: 212] | | | | | | [removed: 225] [added: 221] | | |

| Preferred shares authorized: 1,000,000; Issued and outstanding: [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] – None | | | — | | | | | | — | | |

| Paid-in capital | | | — | | | | | | [removed: 16] [added: —] | | |

| Retained deficit | | | [removed: (596)] [added: (693)] | | | | | | [removed: (947)] [added: (596)] | | |

| Accumulated other comprehensive income | | | [removed: 249] [added: 201] | | | | | | [removed: 226] [added: 249] | | |

| Total Masco Corporation's shareholders' deficit | | | [removed: (126)] [added: (279)] | | | | | | [removed: (480)] [added: (126)] | | |

| Noncontrolling interest | | | [removed: 224] [added: 227] | | | | | | [removed: 218] [added: 224] | | |

February 11, 2025

For the Years Ended December 31, 2024, 2023 and 2022

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

| Net income attributable to Masco Corporation | | | $ | 822 | | | | | $ | 908 | | | | | $ | 844 | |

| | | | (12) | | | | | | 3 | | | | | | — | | |

For the Years Ended December 31, 2024, 2023 and 2022

| Net income | | | $ | 874 | | | | | $ | 960 | | | | | $ | 905 | |

| Excise tax paid on the purchase of Company common stock | | | (3) | | | | | | — | | | | | | — | | |

| Purchase of redeemable noncontrolling interest | | | (15) | | | | | | — | | | | | | — | | |

| Proceeds from disposition of business, net of cash disposed | | | 126 | | | | | | — | | | | | | — | | |

For the Years Ended December 31, 2024, 2023 and 2022

| Total comprehensive income (loss) | | | 814 | | | | | | — | | | | | | — | | | | | | 822 | | | | | | (48) | | | | | | 40 | | |

| Repurchased | | | (757) | | | | | | (10) | | | | | | (95) | | | | | | (652) | | | | | | — | | | | | | — | | |

| Balance, December 31, 2024 | | | $ | (53) | | | | | $ | 212 | | | | | $ | — | | | | | $ | (693) | | | | | $ | 201 | | | | | $ | 227 | |

We include payments for the purchase of transferable tax credits in our income tax expense and in our income taxes paid disclosure.

We adopted this standard for annual periods beginning January 1, 2024.

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

Recently Issued Accounting Pronouncements. In November 2024, the FASB issued ASU 2024-03, "Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses," which requires additional disclosure of the nature of expenses included in the income statement.

The transaction was accounted for as an equity purchase transaction.

In the third quarter of 2024, we sold our Kichler Lighting ("Kichler") business, a provider of decorative residential and light commercial lighting products, ceiling fans, and LED lighting systems, for consideration of $125 million, net of cash disposed, and subject to final closing adjustments.

Post-closing adjustments were finalized with the buyer in the fourth quarter of 2024.

| North America | | | $ | 3,289 | | | | | $ | 2,975 | | | | | $ | 6,264 | |

| Total | | | $ | 4,853 | | | | | $ | 2,975 | | | | | $ | 7,828 | |

| | | | 2024 | | | | | | 2023 | | |

LEASES (Continued)

| | | | 2024 | | | | | | | | | | | | 2023 | | | | | | | | |

Accumulated amortization associated with these leases was $25 million and $23 million at December 31, 2024 and 2023, respectively.

F.

| Thereafter | | | 142 | | | | | | 6 | | |

| | | | 2024 | | | | | | 2023 | | |

| | | | 2,426 | | | | | | 2,393 | | |

| Plumbing Products | | | $ | 667 | | | | | $ | (301) | | | | | $ | 367 | |

| Total | | | $ | 973 | | | | | $ | (376) | | | | | $ | 597 | |

(A) As a result of the divestiture of Kichler in the third quarter of 2024, both gross goodwill and accumulated impairment losses for the Decorative Architectural Products segment were reduced by $64 million as the goodwill had been fully impaired prior to the divestiture.

(B) In the third quarter of 2023, we acquired Sauna360 and during the third quarter of 2024, we recognized $2 million of goodwill in our Plumbing Products segment related to this acquisition (refer to Note B for additional information).

In the second quarter of 2024, we recognized $4 million of goodwill in our Decorative Architectural Products segment related to an immaterial acquisition.

Our current payment terms with a majority of our suppliers generally range from 45 to 90 days.

Changes in the confirmed obligations outstanding were as follows, in millions:

| | | | | | |

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

February 8, 2024

| Interest rate swaps | | | — | | | | | | — | | | | | | 7 | | |

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

| Debt extinguishment costs | | | — | | | | | | — | | | | | | 160 | | |

| Retirement of notes | | | — | | | | | | — | | | | | | (1,326) | | |

| Issuance of notes, net of issuance costs | | | — | | | | | | — | | | | | | 1,481 | | |

| Debt extinguishment costs | | | — | | | | | | — | | | | | | (160) | | |

| Proceeds from disposition of: | | | | | | | | | | | | | | | | | |

| Businesses, net of cash disposed | | | — | | | | | | — | | | | | | 5 | | |

| Financial investments | | | 2 | | | | | | 1 | | | | | | 171 | | |

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

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

| Balance, January 1, 2021 | | | $ | 421 | | | | | $ | 258 | | | | | $ | — | | | | | $ | 79 | | | | | $ | (142) | | | | | $ | 226 | |

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

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

| Dividends declared to noncontrolling interest | | | (43) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (43) | | |

MASCO CORPORATION

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

The disproportionate tax effects related to our various qualified domestic defined-benefit pension plans were eliminated from accumulated other comprehensive income at the termination of the related pension plans in 2021.

The disproportionate tax effect relating to our interest rate swap hedge, which was terminated in 2012, was eliminated from accumulated other comprehensive income upon the early retirement of the related debt in March 2021.

B.

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.

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

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

This business is included in our Plumbing Products segment.

In connection with this acquisition, we recognized $31 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 11 years.

We also recognized $29 million of goodwill, which is not tax deductible, and is related primarily to the expected synergies from combining the operations into our business.

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

The cash payment was made to a third-party notary on December 29, 2020 for the acquisition of this equity interest in advance of the transaction closing on January 4, 2021.

ESS is a manufacturer of shower channel drains that offers a wide range of products for barrier-free showering and bathroom wall niches.

In connection with this acquisition, we recognized $32 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 10 years.

We also recognized $35 million of goodwill, which is not tax deductible, and is related primarily to the expected synergies from combining the operations into our business.

ACQUISITIONS (Concluded)

This amount is based on information as of the date of this report and will be updated upon completion of the sale, if necessary.

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

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

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

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

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: 2023,] [added: 2024,] 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: 2023,] [added: 2024,] 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.

During the second quarter of 2025, we plan to upgrade the enterprise resource planning system in one of our operating units within our Plumbing Products segment.

The current system will be upgraded to a newer version and is not in response to any identified deficiency or weakness in the Company's internal control over financial reporting.

However, this upgrade may involve complexities that could result in modification to certain internal controls at the operating unit.

Trades under the Plan are permitted to begin on [removed: March 6, 2024] [added: February 18, 2025] and the Plan's maximum duration is until October 31, [removed: 2024.][added: 2025.]

The Plan is intended to allow for: (i) the sale of [removed: 56,676] [added: 36,973] shares, (ii) the exercise and sale of up to [removed: 1,162,972] [added: 138,047] 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 [removed: 2021-2023] [added: 2022-2024] 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 [removed: 84,260] [added: 88,280] PRSUs).

During the three months ended December 31, [removed: 2023,] [added: 2024,] none of our other officers or directors adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement.

On November 18, 2024, Keith J.

On December 6, 2023, Keith J.

Other information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed before April [removed: 30, 2024,] [added: 29, 2025,] and such information is incorporated herein by reference.

We maintain insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by our directors, officers, and employees that we believe are reasonably designed to promote compliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to us.

In addition, it is our policy to comply with applicable securities and state laws, including insider trading laws, when engaging in transactions in our securities.

A copy of our insider trading policy is filed as Exhibit 19 to this annual report on Form 10-K.

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed before April [removed: 30, 2024,] [added: 29, 2025,] and such information is incorporated herein by reference.

We grant equity under our [removed: 2014] [added: 2024] Long Term Stock Incentive Plan (the [removed: "2014] [added: "2024] Plan").

The following table sets forth information as of December 31, [removed: 2023] [added: 2024] concerning the [removed: 2014] [added: 2024] 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: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed before April [removed: 30, 2024,] [added: 29, 2025,] and such information is incorporated herein by reference.

| Equity compensation plans approved by stockholders | | | | | | 1,048,291 | | | | | | $ | 55.92 | | | | | 7,458,230 | | |

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

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed before April [removed: 30, 2024,] [added: 29, 2025,] and such information is incorporated herein by reference.

Information required by this Item will be contained in our definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Stockholders, to be filed before April [removed: 30, 2024,] [added: 29, 2025,] 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: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] consist of the following:

| [Consolidated Balance [removed: Sheets](#i8622cf9dcf044517acac0dfa20c57ea4_91)] [added: Sheets](#i00d376bc25734a259cdbee9968a2641c_91)] | | | [removed: [36](#i8622cf9dcf044517acac0dfa20c57ea4_91)] [added: [35](#i00d376bc25734a259cdbee9968a2641c_91)] | | |

| [Consolidated Statements of [removed: Operations](#i8622cf9dcf044517acac0dfa20c57ea4_94)] [added: Operations](#i00d376bc25734a259cdbee9968a2641c_94)] | | | [removed: [37](#i8622cf9dcf044517acac0dfa20c57ea4_94)] [added: [36](#i00d376bc25734a259cdbee9968a2641c_94)] | | |

| [Consolidated Statements of Comprehensive Income [removed: (Loss)](#i8622cf9dcf044517acac0dfa20c57ea4_97)] [added: (Loss)](#i00d376bc25734a259cdbee9968a2641c_97)] | | | [removed: [38](#i8622cf9dcf044517acac0dfa20c57ea4_97)] [added: [37](#i00d376bc25734a259cdbee9968a2641c_97)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i8622cf9dcf044517acac0dfa20c57ea4_100)] [added: Flows](#i00d376bc25734a259cdbee9968a2641c_100)] | | | [removed: [39](#i8622cf9dcf044517acac0dfa20c57ea4_100)] [added: [38](#i00d376bc25734a259cdbee9968a2641c_100)] | | |

| [Consolidated Statements of Shareholders' [removed: Equity](#i8622cf9dcf044517acac0dfa20c57ea4_103)] [added: Equity](#i00d376bc25734a259cdbee9968a2641c_103)] | | | [removed: [40](#i8622cf9dcf044517acac0dfa20c57ea4_103)] [added: [39](#i00d376bc25734a259cdbee9968a2641c_103)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i8622cf9dcf044517acac0dfa20c57ea4_106)] [added: Statements](#i00d376bc25734a259cdbee9968a2641c_106)] | | | [removed: [41](#i8622cf9dcf044517acac0dfa20c57ea4_106)] [added: [40](#i00d376bc25734a259cdbee9968a2641c_106)] | | |

Our Financial Statement Schedule appended hereto, as required for the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] consists of the following:

| [II. Valuation and Qualifying [removed: Accounts](#i8622cf9dcf044517acac0dfa20c57ea4_226)] [added: Accounts](#i00d376bc25734a259cdbee9968a2641c_232)] | | | [removed: [83](#i8622cf9dcf044517acac0dfa20c57ea4_226)] [added: [79](#i00d376bc25734a259cdbee9968a2641c_232)] | | |

| [removed: [3.a](http://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-3_i.htm)] [added: [3.a](https://www.sec.gov/Archives/edgar/data/62996/000104746916010135/a2227221zex-3_i.htm)] | | | | | | Restated Certificate of Incorporation of Masco Corporation. | | | | | | | | | | | | 2015 10-K | | | | | | 3.i | | | | | | 02/12/2016 | | | | | | | | |

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

| [removed: [4.a](http://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit4a.htm)] [added: [4.a](https://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit4a.htm)] | | | | | | Indenture dated as of December 1, 1982 between Masco Corporation and The Bank of New York Mellon Trust Company, N.A., as successor trustee under agreement originally with Morgan Guaranty Trust Company of New York, as Trustee, and Supplemental Indenture thereto dated as of July 26, 1994; and Directors' resolutions establishing Masco Corporation's: | | | | | | | | | | | | 2016 10-K | | | | | | 4.a | | | | | | 02/09/2017 | | | | | | | | |

| [removed: [4.a.i](http://www.sec.gov/Archives/edgar/data/62996/000104746915000803/a2222936zex-4_aiii.htm)] [added: [4.a](https://www.sec.gov/Archives/edgar/data/62996/000104746915000803/a2222936zex-4_aiii.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000104746915000803/a2222936zex-4_aiii.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000104746915000803/a2222936zex-4_aiii.htm)] | | | | | | | | | | | | 7-3/4% Debentures Due August 1, 2029. | | | | | | 2014 10-K | | | | | | 4.a.i(ii) | | | | | | 02/13/2015 | | | | | | | | |

| [removed: [4.b](http://www.sec.gov/Archives/edgar/data/62996/000006299617000008/exhibit4b.htm)] [added: [4.b](https://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: | | | | | | | | | | | | 2016 10-K | | | | | | 4.b | | | | | | 02/09/2017 | | | | | | | | |

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

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

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

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

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

| | | | Exhibit Description | | | | | | | | | | | | [removed: | | |] Form | | | | | | Exhibit | | | | | | Filing Date | | | | | | | | | | | |

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

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

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

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

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

| Note 2: | | | | | | Other instruments, notes or extracts from agreements defining the rights of holders of long-term debt of Masco Corporation or its subsidiaries have not been filed since (i) in each case the total amount of long-term debt permitted thereunder does not exceed 10 percent of Masco Corporation's consolidated assets, and (ii) such instruments, notes and extracts will be furnished by Masco Corporation to the Securities and Exchange Commission upon request. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| [4.c](https://www.sec.gov/Archives/edgar/data/62996/000006299624000006/legal-301444xv4x_xxexx4xcx.htm) | | | | | | Description of securities. | | | | | | | | | | | | [removed: | | |] [added: 2023 10-K] | | | | | | [added: 4.c] | | | | | | [added: 02/08/2024] | | | | | | [removed: X] | | |

| [removed: [10.a](http://www.sec.gov/Archives/edgar/data/62996/000006299622000018/exhibit10a.htm)] [added: [10.a](https://www.sec.gov/Archives/edgar/data/62996/000006299622000018/exhibit10a.htm)] | | | | | | Credit Agreement dated as of April 26, 2022 by and among Masco Corporation and Masco Europe S.à r.l. as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A. and PNC Bank, National Association, as Co-Syndication Agents, and Deutsche Bank Securities, Inc., Royal Bank of Canada, Truist Bank, Bank of America, N.A., Fifth Third Bank and Wells Fargo Bank, National Association, as Co-Documentation Agents. | | | | | | | | | | | | [removed: | | |] 10-Q | | | | | | 10a | | | | | | 04/27/2022 | | | | | | | | |

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

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

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

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

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

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

| [removed: [10.b.iv](http://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10d.htm)] [added: [1](https://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10d.htm)[0.b](https://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10d.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10d.htm)[iii](https://www.sec.gov/Archives/edgar/data/62996/000119312514184686/d719066dex10d.htm)] | | | | | | | | | | | | for grants prior to July 1, 2018 | | | | | | [removed: | | |] 8-K | | | | | | 10.d | | | | | | 05/06/2014 | | | | | | | | |

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

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

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

| [removed: [10.b.ix](http://www.sec.gov/Archives/edgar/data/62996/000006299620000016/exhibit10a03312020.htm)] [added: [1](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411390xv1x2024_10xkx.htm)[0.](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411390xv1x2024_10xkx.htm)[c](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411390xv1x2024_10xkx.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411390xv1x2024_10xkx.htm)[ii](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411390xv1x2024_10xkx.htm)] | | | | | | [removed: Long-Term] [added: Long Term Stock] Incentive Program under Masco Corporation's [removed: 2014] [added: 2024] Long Term Stock Incentive Plan [removed: (December 17, 2019)] and form of Performance Restricted Stock Unit Award Agreement thereunder. | | | | | | | | | | | | | | | [removed: 10-Q] | | | | | | [removed: 10.a] | | | | | | [removed: 04/29/2020] | | | [removed: | | |] [added: X] | | |

| [removed: [10.b.x](http://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxi.htm)] [added: [10.b](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxi.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxi.htm)[ix](https://www.sec.gov/Archives/edgar/data/62996/000006299622000011/exhibit10cxi.htm)] | | | | | | [removed: Long-Term] [added: 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. | | | | | | | | | | | | [removed: | | |] 2021 10-K | | | | | | 10.c.xi | | | | | | 02/08/2022 | | | | | | | | |

| [1](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411438xv1x2024_10xkx.htm)[0.b](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411438xv1x2024_10xkx.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411438xv1x2024_10xkx.htm)[vi](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411438xv1x2024_10xkx.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411438xv1x2024_10xkx.htm) | | | | | | Form of Phantom Share Award Agreements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [1](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411442xv1x2024_10xkx.htm)[0.b](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411442xv1x2024_10xkx.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411442xv1x2024_10xkx.htm)[vii](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411442xv1x2024_10xkx.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411442xv1x2024_10xkx.htm) | | | | | | Form of Stock Appreciation Rights Agreements | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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| [10.c](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411414xv1x2024_10xkx.htm) | | | | | | Masco Corporation 2024 Long Term Stock Incentive Plan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

| [1](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411395xv1x2024_xexxx.htm)[0](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411395xv1x2024_xexxx.htm)[.c](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411395xv1x2024_xexxx.htm) [](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411395xv1x2024_xexxx.htm)[i](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411395xv1x2024_xexxx.htm) | | | | | | Terms and Conditions of Awards Granted Under the Masco Corporation 2024 Long Term Stock Incentive Plan | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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| [19](https://www.sec.gov/Archives/edgar/data/62996/000006299625000004/legal-411452xv1x2024_10xkx.htm) | | | | | | Insider Trading Policies and Procedures | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | X | | |

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| [10.b.i](http://www.sec.gov/Archives/edgar/data/62996/000006299619000011/exhibit10cii.htm) | | | | | | Form of Restricted Stock Award Agreements | | | | | | | | | | | | | | | 2018 10-K | | | | | | 10.c.ii | | | | | | 02/07/2019 | | | | | | | | |

| [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. | | | | | | | | | | | | | | | 2018 10-K | | | | | | 10.c.v | | | | | | 02/07/2019 | | | | | | | | |

| [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.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 | | | | | | | | |

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

| | | | | | | Richard J. Westenberg Vice President, Chief Financial Officer [added: and Treasurer] | | |

[removed: February 8, 2024][added: | 2024 | | | | | | $ | 11 | | | | | $ | 4 | | | | | $ | — | | | | | | | | $ | (5) | | | | | (a) | | | $ | 10 | |]

| /s/ Richard J. Westenberg | | | | | | *Vice President, Chief Financial [removed: Officer*] [added: Officer and Treasurer*] | | | | | | | | |

| /s/ [removed: Robin L. Zondervan] [added: Bonnie S. Van Etten] | | | | | | *Vice President, Controller and Chief Accounting Officer* | | | | | | | | |

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

| [added: 2024] | | | | | | [added: $] | [added: 33] | | | | | [removed: *February 8, 2024*] [added: $] | [added: —] | | [added: | | | $ | — | | | | | | | | $ | (6) | | | | | (b) | | | $ | 27 | |]

For the Years Ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021][added: 2022]

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

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

February 11, 2025

| Bonnie S. Van Etten | | | | | | | | | | | | | | |

| | | | | | | | | | | | | *February 11, 2025* | | |

(b)Primarily other activity not affecting income tax expense.

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

| 2021 | | | | | | $ | 7 | | | | | $ | 1 | | | | | $ | — | | | | | | | | $ | (2) | | | | | (a) (b) | | | $ | 6 | |

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

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