What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2023-02-09 compared with 2022-02-08 · 30 added, 28 removed, 169 unchanged (26% of the section changed)

10 unchanged sentences

Not applicable.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

Directors, Executive Officers and Corporate Governance.

1 unchanged sentence

Amendments to or waivers of our Code of Ethics for directors and executive officers, if any, will be posted on our website.

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

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

Executive Compensation.

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

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

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

5 unchanged sentences

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

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

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

Certain Relationships and Related Transactions, and Director Independence.

Principal Accountant Fees and Services.

Exhibits and Financial Statement Schedules.

52 unchanged sentences

2019 10-K 4.c 02/11/2020

Credit Agreement dated as of March 13, 2019 by and among Masco Corporation and Masco Europe S.à r.l.

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, SunTrust Bank, Bank of America, N.A., Fifth Third Bank and Wells Fargo Bank, National Association, as Co-Documentation Agents, as amended by Amendment No.

1 dated as of December 22, 2021.

8-K 10 12/22/2021

Exhibits 10.b through 10.i constitute the management contracts and executive compensatory plans or arrangements in which certain of the directors and executive officers of the Company participate.

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-Q 10a 04/27/2022

Term Loan Credit Agreement dated as of April 26, 2022 by and among Masco Corporation as borrower, the lenders party thereto, PNC Bank, National Association, as Administrative Agent and PNC Capital Markets LLC as Sole Bookrunner and Sole Lead Arranger.

10-Q 10b 04/27/2022

Exhibits 10.c through 10.j constitute the management contracts and executive compensatory plans or arrangements in which certain of the directors and executive officers of the Company participate.

Masco Corporation 2005 Long Term Stock Incentive Plan (Amended and Restated May 11, 2010):

2015 10-K 10.b.i 02/12/2016

Form of Stock Option Grant Agreements:

for grants on or after January 1, 2013 2017 10-K 10.b.iii 02/08/2018

for grants during 2012 2017 10-K 10.b.iv 02/08/2018

for grants prior to 2012 2015 10-K 10.b.i(ii)(C) 02/12/2016

Form of stock option grant for grants on or after January 1, 2013 2017 10-K 10.b.iii 02/08/2018

Incorporated By Reference Filed

7 unchanged sentences

for awards between December 17, 2019 and February 2, 2022 2019 10-K 10.c.iii 02/11/2020

for awards on or after February 3, 2022 X

for awards on or after February 3, 2022 2021 10-K 10.c.iv 02/08/2022

Form of Stock Option Grant Agreements:

2 unchanged sentences

for grants between December 17, 2019 and February 3, 2022 2019 10-K 10.c.vi 02/11/2020

for grants on or after February 3, 2022 X

for grants on or after February 3, 2022 2021 10-K 10.c.viii 02/08/2022

Form of Long Term Incentive Program Award Agreement for awards prior to December 17, 2019.

3 unchanged sentences

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.

2021 10-K 10.c.xi 02/08/2022

Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016).

7 unchanged sentences

for awards between February 7, 2020 and February 3, 2022 2019 10-K 10.c.xiv 02/11/2020

for awards on or after February 3, 2022 X

for awards on or after February 4, 2022 2021 10-K 10.c.xvii 02/08/2022

Form of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto (includes amendment freezing benefit accruals) for John G.

2015 10-K 10.d.i(ii) 02/12/2016

Incorporated By Reference Filed

Exhibit Description Form Exhibit Filing Date

Other compensatory arrangements for executive officers.

1 unchanged sentence

Compensation of Non-Employee Directors.

Incorporated By Reference Filed

Exhibit Description Form Exhibit Filing Date

2021 10-K 10.f 02/08/2022

Masco Corporation Retirement Benefit Restoration Plan effective January 1, 1995 (as amended and restated December 22, 2010), and amendments thereto effective February 6, 2012 and January 1, 2014.

25 unchanged sentences

Principal Accounting Officer:

Lindow Vice President, Controller

Zondervan Vice President, Controller

and Chief Accounting Officer

1 unchanged sentence

Alexander Director

Alexander February 8, 2022

Denari Director

Ffolkes Director

8 unchanged sentences

/s/ Reginald M.

February 9, 2023

MASCO CORPORATION

7 unchanged sentences

Accounts Deductions Balance at

Allowances for doubtful accounts, deducted from accounts receivable in the balance sheet:

Allowances for credit losses deducted from accounts receivable in the balance sheet:

2022 $ 6 $ 5 $ — $ ( 3 ) (a) $ 8

2021 $ 7 $ 1 $ — $ ( 2 ) (a) (b) $ 6

2020 $ 5 (c) $ 3 $ — $ ( 1 ) (a) $ 7

2020 $ 5 $ 3 $ — $ ( 1 ) (a) $ 7

Valuation allowance on deferred tax assets:

2022 $ 17 $ — $ — $ ( 2 ) (d) $ 15

2021 $ 35 $ 5 $ — $ ( 23 ) (b) $ 17

2020 $ 38 $ — $ 2 (d) $ ( 5 ) (e) $ 35

2019 $ 43 $ — $ — $ ( 5 ) (e) $ 38

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

______________________________

1 unchanged sentence

(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.

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

(e) $ 5 million net reduction to valuation allowance recorded as an income tax benefit.

(d) Net reduction to valuation allowance recorded as an income tax benefit.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures