MAS 10-K Annual Report Dec. 31, 2017

MASCO CORP /DE/

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TABLE OF CONTENTS

Part I Item 1. Business Item 1A. Risk Factors Item 1B. Unresolved Staff Comments Item 2. Properties Item 3. Legal Proceedings Item 4. Mine Safety Disclosures Part II Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity Securities Item 6. Selected Financial Data Item 7. Management's Discussion and Analysis Of Financial Condition and Results Of Operations Item 7A. Quantitative and Qualitative Disclosures About Market Risk Item 8. Financial Statements and Supplementary Data Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Item 9A. Controls and Procedures Item 9B. Other Information Part III Item 10. Directors, Executive Officers and Corporate Governance Item 11. Executive Compensation Item 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder Matters Item 13. Certain Relationships and Related Transactions, and Director Independence Item 14. Principal Accountant Fees and Services Part IV Item 15. Exhibits and Financial Statement Schedules Item 16. Form 10-k Summary

Exhibits

4.b Indenture dated as of February12, 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 4.b.i 6-1/2% Notes Due August15, 2032; 4.b.ii 7.125% Notes Due March 15, 2020; 2015 10-K 4.b.i(iv) 02/12/2016 4.b.iii 5.950% Notes Due March15, 2022; 2016 10-K 4.b(iii) 02/09/2017 4.b.iv 4.450% Notes Due April1, 2025; 8-K 4.1 03/23/2015 4.b.v 3.500% Notes Due April 1, 2021; 8-K 4.1 03/16/2016 4.b.vi 4.375% Notes Due April 1, 2026; 8-K 4.2 03/16/2016 4.b.vii 3.500% Notes Due November 15, 2027; and 8-K 4.1 06/15/2017 4.b.viii 4.500% Notes Due May 15, 2047. 8-K 4.2 06/15/2017 10.a Credit Agreement dated as of March28, 2013 by and among Masco Corporation and Masco Europe S. r.l. as borrowers, the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, Citibank, N.A., as Syndication Agent, and Royal Bank of Canada, Deutsche Bank Securities,Inc., PNC Bank, National Association, and SunTrust Bank as Co-Documentation Agents, as amended by Amendment No. 1 dated as of May 29, 2015, and Amendment No. 2 dated as of August 28, 2015. 10.b Masco Corporation 2005 Long Term Stock Incentive Plan (Amended and Restated May11, 2010): 2015 10-K 10.b.i 02/12/2016 10.b.i for awards on or after January 1, 2013; and 10.b.ii for awards prior to 2012. 2015 10-K 10.b.i(i)(C) 02/12/2016 10.b.iii for grants on or after January 1, 2013; 10.b.iv for grants during 2012; and 10.b.v for grants prior to 2012. 2015 10-K 10.b.i(ii)(C) 02/12/2016 10.b.vi Non-Employee Directors Equity Program under Masco Corporation's 2005 Long Term Stock Incentive Plan (Amended October 2010): 2015 10-K 10.b.iii 02/12/2016 10.b.vii Form of Restricted Stock Award for awards 2010 through 2012. 10.b.viii Non-Employee Directors Equity Program under Masco Corporation's 2005 Long Term Stock Incentive Plan (for awards prior to 2010): 10.b.ix Form of Stock Option Grant Agreement. 10.c Masco Corporation 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016): 10-Q 10.a 07/26/2016 10.c.i Form of Restricted Stock Award Agreement; and 8-K 10.b 05/06/2014 10.c.ii Form of Stock Option Grant Agreement; and 8-K 10.d 05/06/2014 10.c.iii Form of Long Term Incentive Program Award. 10-Q 10 04/25/2017 10.c.iv Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016): 10-Q 10.b 07/26/2016 10.c.v Form of Restricted Stock Award Agreement for Non-Employee Directors. 8-K 10.c 05/06/2014 10.d Form of award letter for the Masco Corporation Long-Term Cash Incentive Program. 10.e Form of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto for Richard A. Manoogian. 2015 10-K 10.d(i) 02/12/2016 10.f Form of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto (includes amendment freezing benefit accruals) for John G. Sznewajs. 2015 10-K 10.d(ii) 02/12/2016 10.g Other compensatory arrangements for executive officers. 2016 10-K 10.f 02/09/2017 10.h Compensation of Non-Employee Directors. 2016 10-K 10.h 02/09/2017 10.i Masco Corporation Retirement Benefit Restoration Plan effective January1, 1995 (as amended and restated December22, 2010), and amendments thereto effective February 6, 2012 and January 1, 2014. 2016 10-K 10.i 02/09/2017 10.j.i Letter Agreement dated June29, 2009 between Richard A. Manoogian and Masco Corporation. 2014 10-K 10.k.i 02/13/2015 10.j.ii Aircraft Time Sharing Agreement dated October1, 2012 between Richard A. Manoogian and Masco Corporation. 10.k Employment Offer Letter dated October23, 2014 between Christopher Kastner and Masco Corporation. 2014 10-K 10.m 02/13/2015 10.l Employment Offer Letter dated November1, 2014 between Amit Bhargava and Masco Corporation. 2014 10-K 10.n 02/13/2015 10.m Tax Matters Agreement dated June29, 2015. 8-K 10.1 07/06/2015 10.n Transition Services Agreement dated June29, 2015. 8-K 10.2 07/06/2015 10.o Employee Matters Agreement dated June29, 2015. 8-K 10.3 07/06/2015 12 Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends. 21 List of Subsidiaries. 23 Consent of Independent Registered Public Accounting Firm relating to Masco Corporation's Consolidated Financial Statements and Financial Statement Schedule. 31.a Certification by Chief Executive Officer required by Rule13a-14(a)/15d-14(a). 31.b Certification by Chief Financial Officer required by Rule13a-14(a)/15d-14(a). 32 Certifications required by Rule13a-14(b) or Rule15d-14(b) and Section1350 of Chapter63 of Title 18 of the United States Code.

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MAS 10-K Fiscal year ended Dec. 31, 2017

Exhibits