Item 15. Exhibits and Financial Statement Schedules.

30K characters. Original on sec.gov · Markdown

Item 15. Exhibits and Financial Statement Schedules.

a. Listing of Documents.

(1)Financial Statements. Our consolidated financial statements included in Item 8 hereof, as required at December 31, 2024 and 2023, and for the years ended December 31, 2024, 2023 and 2022, consist of the following:

Consolidated Balance Sheets35
Consolidated Statements of Operations36
Consolidated Statements of Comprehensive Income (Loss)37
Consolidated Statements of Cash Flows38
Consolidated Statements of Shareholders' Equity39
Notes to Consolidated Financial Statements40

(2)Financial Statement Schedule.

a. Our Financial Statement Schedule appended hereto, as required for the years ended December 31, 2024, 2023 and 2022, consists of the following:

II. Valuation and Qualifying Accounts79

(3)Exhibits.

Exhibit No.Incorporated By ReferenceFiled Herewith
Exhibit DescriptionFormExhibitFiling Date
3.aRestated Certificate of Incorporation of Masco Corporation.2015 10-K3.i02/12/2016
3.bBylaws of Masco Corporation, as Amended and Restated on February 5, 2021.2020 10-K3.b02/09/2021
4.aIndenture 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-K4.a02/09/2017
4.a i7-3/4% Debentures Due August 1, 2029.2014 10-K4.a.i(ii)02/13/2015
4.bIndenture 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-K4.b02/09/2017
4.b i6-1/2% Notes Due August 15, 2032;2017 10-K4.b.i02/08/2018
4.b ii3.500% Notes Due November 15, 2027; and8-K4.106/15/2017
4.b iii4.500% Notes Due May 15, 2047.8-K4.206/15/2017
Exhibit No.Incorporated By ReferenceFiled Herewith
Exhibit DescriptionFormExhibitFiling Date
4.b ivSecond 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-K4.309/18/2020
4.b v4.500% Notes Due May 15, 20478-K4.209/18/2020
4.b vi2.000% Notes Due October 1, 20308-K4.109/18/2020
4.b vii1.500% Notes Due February 15, 20288-K4.103/04/2021
4.b viii2.000% Notes Due February 15, 20318-K4.203/04/2021
4.b ix3.125% Notes Due February 15, 20518-K4.303/04/2021
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.
4.cDescription of securities.2023 10-K4.c02/08/2024
10.aCredit 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.10-Q10a04/27/2022
Note 3:Exhibits 10.b through 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.
10.bMasco Corporation 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016):10-Q10.a07/26/2016
Form of Restricted Stock Unit Award Agreements:
10.b ifor awards between December 17, 2019 and February 2, 20222019 10-K10.c.iii02/11/2020
10.b iifor awards on or after February 3, 20222021 10-K10.c.iv02/08/2022
Form of Stock Option Grant Agreements:
10.b iiifor grants prior to July 1, 20188-K10.d05/06/2014
10.b ivfor grants between July 1, 2018 and December 17, 20192018 10-K10.c.iv02/07/2019
10.b vfor grants between December 17, 2019 and February 3, 20222019 10-K10.c.vi02/11/2020
10.b vifor grants on or after February 3, 20222021 10-K10.c.viii02/08/2022
10.b viiForm of Phantom Share Award AgreementsX
10.b viiiForm of Stock Appreciation Rights AgreementsX
10.b ixLong 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.2021 10-K10.c.xi02/08/2022
Exhibit No.Incorporated By ReferenceFiled Herewith
Exhibit DescriptionFormExhibitFiling Date
10.b xNon-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated February 7, 2020).2019 10-K10.c.xiii02/11/2020
Form of Restricted Stock Unit Award Agreement for Non-Employee Directors:
10.b xifor awards between February 7, 2020 and February 3, 20222019 10-K10.c.xiv02/11/2020
10.b xiifor awards on or after February 4, 20222021 10-K10.c.xvii02/08/2022
10.cMasco Corporation 2024 Long Term Stock Incentive PlanX
10.c iTerms and Conditions of Awards Granted Under the Masco Corporation 2024 Long Term Stock Incentive PlanX
10.c iiLong Term Stock Incentive Program under Masco Corporation's 2024 Long Term Stock Incentive Plan and form of Performance Restricted Stock Unit Award Agreement thereunder.X
10.c iiiNon-Employee Directors Equity Program under Masco Corporation's 2024 Long Term Stock Incentive Plan10-Q10.a07/25/2024
10.c ivForm of Restricted Stock Unit Award Agreement for Non-Employee Directors10-Q10.b07/25/2024
10.dForm of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto (includes amendment freezing benefit accruals) for John G. Sznewajs.2015 10-K10.d.i(ii)02/12/2016
10.eOther compensatory arrangements for executive officers.2016 10-K10.f02/09/2017
10.fCompensation of Non-Employee Directors.X
10.gMasco Corporation Retirement Benefit Restoration Plan effective January 1, 1995 (as amended and restated December 22, 2010), and amendments thereto effective February 6, 2012 and January 1, 2014.2016 10-K10.i02/09/2017
10.hEmployment Offer Letter dated May 3, 2021 between Richard Marshall and Masco Corporation10-Q1007/29/2021
10.iEmployment Offer Letter dated August 28, 2023 between Richard Westenberg and Masco Corporation10-Q10.a10/26/2023
10.jAmended and Restated Severance and Release Agreement dated December 21, 2023 between Masco Corporation and John G. Sznewajs2023 10-K10.k02/08/2024
10.kAmended and Restated Severance and Release Agreement dated December 30, 2023 between Masco Corporation and Richard A. O'Reagan2023 10-K10.l02/08/2024
10.lAmended and Restated Transition and Severance Agreement and Release of All Liability dated October 25, 2023 between Masco Corporation and David A. Chaika.10-Q10.b10/26/2023
Exhibit No.Incorporated By ReferenceFiled Herewith
Exhibit DescriptionFormExhibitFiling Date
19Insider Trading Policies and ProceduresX
21List of Subsidiaries.X
23Consent of Independent Registered Public Accounting Firm relating to Masco Corporation's Consolidated Financial Statements and Financial Statement Schedule.X
31.aCertification by Chief Executive Officer required by Rule 13a-14(a)/15d-14(a).X
31.bCertification by Chief Financial Officer required by Rule 13a-14(a)/15d-14(a).X
32Certifications required by Rule 13a-14(b) or Rule 15d-14(b) and Section 1350 of Chapter 63 of Title 18 of the United States Code.X
97Policy Relating to Recovery of Erroneously Awarded Compensation2023 10-K9702/08/2024
101The following financial information from Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2024, formatted in Inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders' Equity, and (vi) Notes to Consolidated Financial Statements.X
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)X

The Company will furnish to its stockholders a copy of any of the above exhibits not included herein upon the written request of such stockholder and the payment to the Company of the reasonable expenses incurred by the Company in furnishing such copy or copies.

Previous: Item 14. Principal Accountant Fees and Services. · Next: Item 16. Form 10-K Summary.