MAS 10-K Annual Report Dec. 31, 2019

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

2.a Stock Purchase Agreement, dated September 29, 2019, by and between Masco Corporation and MIWD Holding Company LLC. 8-K 2.1 10/03/2019 2.b Securities Purchase Agreement, dated November 14, 2019, by and between Masco Corporation and ACP Products, Inc. 8-K 2.1 11/18/2019 3.a Restated Certificate of Incorporation of Masco Corporation. 2015 10-K 3.i 02/12/2016 3.b Bylaws of Masco Corporation, as Amended and Restated May8, 2012. 2016 10-K 3.b 02/09/2017 4.a Indenture dated as of December1, 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 4.a.i 7-3/4% Debentures Due August1, 2029. 2014 10-K 4.a.i(ii) 02/13/2015 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; 2017 10-K 4.b.i 02/08/2018 4.b.ii 5.950% Notes Due March15, 2022; 2016 10-K 4.b(iii) 02/09/2017 4.b.iii 4.450% Notes Due April1, 2025; 8-K 4.1 03/23/2015 4.b.iv 3.500% Notes Due April 1, 2021; 8-K 4.1 03/16/2016 4.b.v 4.375% Notes Due April 1, 2026; 8-K 4.2 03/16/2016 4.b.vi 3.500% Notes Due November 15, 2027; and 8-K 4.1 06/15/2017 4.b.vii 4.500% Notes Due May 15, 2047. 8-K 4.2 06/15/2017 4.c Description of securities. 10.a Credit Agreement dated as of March13, 2019 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. 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. 8-K 10 03/19/2019 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 grants on or after January 1, 2013; 2017 10-K 10.b.iii 02/08/2018 10.b.ii for grants during 2012; and 2017 10-K 10.b.iv 02/08/2018 10.b.iii for grants prior to 2012. 2015 10-K 10.b.i(ii)(C) 02/12/2016 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 for awards prior to July 1, 2018; and 8-K 10.b 05/06/2014 10.c.ii for awards on or after July 1, 2018. 2018 10-K 10.c.ii 02/07/2019 10.c.iii Form of Restricted Stock Unit Award Agreement for awards granted on or after December 17, 2019. 10.c.iv for grants prior to July 1, 2018; 8-K 10.d 05/06/2014 10.c.v for grants between July 1, 2018 and December 17, 2019; and 2018 10-K 10.c.iv 02/07/2019 10.c.vi for grants on or after December 17, 2019. 10.c.vii Form of Long Term Incentive Program Award Agreement for awards prior to December 17, 2019. 2018 10.c.v 02/07/2019 10.c.viii Long-Term Incentive Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (December 17, 2019). 10.c.ix Form of Performance Restricted Stock Unit Award Agreement for awards on or after December 17, 2019. 10.c.x 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.xi for Non-Employee Directors for awards prior to July 1, 2018; and 8-K 10.c 05/06/2014 10.c.xii for Non-Employee Directors for awards after July 1, 2018. 2018 10-K 10.c.viii 02/07/2019 10.c.xiii Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan (Amended and Restated February 7, 2020). 10.c.xiv Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for grants on or after February 7, 2020. 10.d Form of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto for Richard A. Manoogian. 2015 10-K 10.d.i(i) 02/12/2016 10.e 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.i(ii) 02/12/2016 10.f Other compensatory arrangements for executive officers. 2016 10-K 10.f 02/09/2017 10.g Compensation of Non-Employee Directors. 10.h 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.i.i Letter Agreement dated June29, 2009 between Richard A. Manoogian and Masco Corporation. 2014 10-K 10.k.i 02/13/2015 10.i.ii Aircraft Time Sharing Agreement dated June 26, 2019 between Richard A. Manoogian and Masco Corporation. 10.j Employment Offer Letter dated July 27, 2018 between Scott McDowell and Masco Corporation. 10-Q 10 10/30/2018 10.k Agreement dated June 18, 2019 between Joe Gross and Masco Corporation. 10-Q 10 07/25/2019 10.l Separation and Release Agreement dated July 19, 2019, between Amit Bhargava and Masco Corporation. 10-Q 10 10/30/2019 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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3M Company	MMM
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MAS 10-K Fiscal year ended Dec. 31, 2019

Exhibits