What changed in this filing

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Item 9A. Controls and Procedures

2024-02-27 compared with 2023-03-10 · 34 added, 16 removed, 121 unchanged (29% of the section changed)

1 unchanged sentence

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of our disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as amended ("Exchange Act") Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 25, 2022, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of December 31, 2023, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed in our reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

This Annual Report does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm due to a transition period established by rules of the SEC for newly public companies.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f) and 15d-15(f).

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organization of the Treadway Commission (“COSO”).

Based on our evaluation under the framework in Internal Control — Integrated Framework (2013) issued by the COSO, our management concluded that our internal control over financial reporting was effective as of December 31, 2023.

PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, 2023, as stated in their report, which appears herein.

Changes in Internal Control over Financial Reporting

1 unchanged sentence

Other Information

During the year ended December 31, 2023, none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement.”

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

3 unchanged sentences

CODE OF ETHICS

Information regarding the Company’s code of conduct is available on the Company’s website at https://www.masterbrand.com.

Information regarding the Company’s code of conduct and ethics is available on the Company’s website at https://www.masterbrand.com.

To access this information, first click on “Investors”, then click on “Governance” and then click on "Governance Documents" on the Company’s website.

13 unchanged sentences

Consolidated Statements of Comprehensive Income for the years ended December 31, 2023, December 25, 2022, & December 26, 2021

Consolidated Balance Sheets at December 25, 2022, December 26, 2021, & December 27, 2020 43

Consolidated Balance Sheets at December 31, 2023 & December 25, 2022

Consolidated Statements of Cash Flows for the years ended December 31, 2023, December 25, 2022, & December 26, 2021

13 unchanged sentences

December 15, 2022

Amended and Restated Certificate of Incorporation of MasterBrand, Inc., effective December 14, 2022

Current Report on Form 8-K

001-41545) December 15, 2022

Corrected and Amended and Restated Certificate of Incorporation of MasterBrand, Inc., effective A ugust 7, 2023

Current Report on Form 10-Q

August 9, 2023

Amended and Restated Bylaws of MasterBrand, Inc., effective December 14, 2022

1 unchanged sentence

December 15, 2022

Description of Securities (x)

Description of Securities

Current Report on Form 10-K

March 10, 2023

Transition Services Agreement, dated December 14, 2022, between Fortune Brands Home & Security, Inc.

25 unchanged sentences

December 15, 2022

Credit Agreement among MasterBrand, Inc., as borrower, JPMorgan Chase Bank, N.A., as administrative agent, and the other parties named therein, dated November 18, 2022 (x)

Subsidiaries of the Company (x)

5 unchanged sentences

Certification of principal financial officer, as required by Section 906 of the Sarbanes-Oxley Act of 2002 (x)

Dodd-Frank Clawback Policy, effective September 6, 2023 (x)

101.INS XBRL Instance Document (x)

101.SCH XBRL Taxonomy Extension Schema

101.CAL XBRL Taxonomy Extension Calculation

Linkbase Document (x)

XBRL Taxonomy Extension Definition

101.PRE XBRL Taxonomy Extension Presentation

Linkbase Document (x)

101.LAB XBRL Taxonomy Extension Label

104 Cover Page Interactive Data File - the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

* Management contract or compensatory plan or arrangement.

32 unchanged sentences

For the years ended December 31, 2023, December 25, 2022 and December 26, 2021

(In millions) Balance at

Dollars presented in millions) Balance at

of Period Charges (a)

2 unchanged sentences

Customer program allowance 58.3 146.5 161.8 43.0

Allowance for deferred tax assets 1.2 — — 1.2

Valuation allowance for deferred tax assets

1.2 ( 0.2 ) — 1.0

Allowance for cash discounts and sales allowances $ 5.6 $ 85.2 $ 85.2 $ 5.6

Customer program allowance 55.3 141.0 138.0 58.3

Allowance for deferred tax assets 1.3 (0.1) — 1.2

Valuation allowance for deferred tax assets

Allowance for cash discounts and sales allowances $ 5.9 $ 66.5 $ 66.8 $ 5.6

Allowance for credit losses 0.8 2.5 0.9 2.4

Customer program allowance 37.2 157.1 139.0 55.3

Allowance for deferred tax assets 0.2 1.1 — 1.3

Valuation allowance for deferred tax assets

1.3 ( 0.1 ) — 1.2

(a) Charges related to the allowance for cash discounts and sales allowances and the customer program allowance are classified as a reduction in net sales.

Charges related to the allowance for credit losses are classified as s elling, general and administrative expenses.

Charges related to the allowance for deferred tax assets are classified as income tax expense.

(b) Net of recoveries of amounts written off in prior years and immaterial foreign currency impact.

Charges related to the valuation allowance for deferred tax assets are classified as income tax expense.

(b) Net of immaterial foreign currency impact.

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