Item 15. Exhibits and Financial Statement Schedules.

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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, 2014 and 2013, and for the years ended December 31, 2014, 2013 and 2012, consist of the following:


Consolidated Balance Sheets		41
Consolidated Statements of Operations		42
Consolidated Statements of Comprehensive Income (Loss)		43
Consolidated Statements of Cash Flows		44
Consolidated Statements of Shareholders' Equity		45
Notes to Consolidated Financial Statements		46

(2)

Financial Statement Schedule.

Our Financial Statement Schedule appended hereto, as required for the years ended December 31, 2014, 2013 and 2012, consists of the following:

II. Valuation and Qualifying Accounts

(3)

Exhibits.

See separate Exhibit Index beginning on page 92.

**SIGNATURES **

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.


		MASCO CORPORATION
		By:		/s/ JOHN G. SZNEWAJS John G. Sznewajs
				_Vice President, Treasurer and Chief Financial Officer _

February 13, 2015

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.


Principal Executive Officer:
/s/ KEITH ALLMAN Keith Allman	President, Chief Executive Officer and Director
Principal Financial Officer:
/s/ JOHN G. SZNEWAJS John G. Sznewajs	Vice President, Treasurer and Chief Financial Officer
Principal Accounting Officer:
/s/ JOHN P. LINDOW John P. Lindow	Vice President – Controller
/s/ VERNE G. ISTOCK Verne G. Istock	Chairman of the Board
/s/ MARK R. ALEXANDER Mark R. Alexander	Director
/s/ DENNIS W. ARCHER Dennis W. Archer	Director	February 13, 2015
_/s/ J. MICHAEL LOSH _J. Michael Losh	_ Director_
/s/ RICHARD A. MANOOGIAN Richard A. Manoogian	Chairman Emeritus
_/s/ CHRISTOPHER A. O'HERLIHY _Christopher A. O'Herlihy	_ Director_
/s/ DONALD R. PARFET Donald R. Parfet	Director
/s/ LISA A. PAYNE Lisa A. Payne	Director
/s/ JOHN C. PLANT John C. Plant	Director
/s/ MARY ANN VAN LOKEREN Mary Ann Van Lokeren	Director

**MASCO CORPORATION

SCHEDULE II. VALUATION AND QUALIFYING ACCOUNTS for the years ended December 31, 2014, 2013 and 2012 **


	(In Millions)
Column A	Column B		Column C								Column D					Column E
			Additions
Description	Balance at Beginning of Period		Charged to Costs and Expenses			Charged to Other Accounts					Deductions					Balance at End of Period
Allowances for doubtful accounts, deducted from accounts receivable in the balance sheet:
2014	$	27	$	6		$	—				$	(15	)	(a	)	$	18



2013	$	31	$	8		$	—				$	(12	)	(a	)	$	27



2012	$	29	$	13		$	—				$	(11	)	(a	)	$	31



Valuation Allowance on deferred tax assets:
2014	$	662	$	(539	)	$	(57	)	(b	)	$	—				$	66



2013	$	785	$	(36	)	$	(87	)	(c	)	$	—				$	662



2012	$	686	$	113		$	(14	)	(c	)	$	—				$	785

(a)

Deductions, representing uncollectible accounts written off, less recoveries of accounts written off in prior years.

(b)

Write off of a $55 million deferred tax asset on certain net operating loss carryforward against the valuation allowance as it was determined that there was only a remote likelihood that such a carryforward could be utilized; and $2 million valuation allowance on deferred tax assets recorded primarily in other comprehensive income.

(c)

Valuation allowance on deferred tax assets recorded primarily in other comprehensive income and paid in capital.

**EXHIBIT INDEX **


					Incorporated By Reference
Exhibit No.					Filed Here-with
	Exhibit Description			Form		Exhibit		Filing Date
3.i		Restated Certificate of Incorporation of Masco Corporation.			2010 10-K		3.i		02/18/2011
3.ii		Bylaws of Masco Corporation, as Amended and Restated May 8, 2012.			8-K		3.ii		05/10/2012
4.a.i		Indenture dated as of December 1, 1982 between Masco Corporation and Bank of New York Trust Company, N.A., as successor trustee under agreement originally with Morgan Guaranty Trust Company of New York, as Trustee and Directors' resolutions establishing Masco Corporation's:			2011 10-K		4.a.i		02/21/2012
		(i)	6.625% Debentures Due April 15, 2018; and		2013 10-K		4.a.i(i)		02/14/2014
		(ii)	73/4% Debentures Due August 1, 2029.							X
4.a.ii		Supplemental Indenture dated as of July 26, 1994 between Masco Corporation and Bank of New York Trust Company, N.A., as successor trustee under agreement originally with The First National Bank of Chicago, as Trustee.								X
4.b.i		Indenture dated as of February 12, 2001 between Masco Corporation and Bank of New York Trust Company, N.A., as successor trustee under agreement originally with Bank One Trust Company, National Association, as Trustee and Directors' Resolutions establishing Masco Corporation's:			2011 10-K		4.b.i		02/21/2012
		(i)	61/2% Notes Due August 15, 2032;		2012 10-K		4.b.i(i)		02/15/2013
		(ii)	4.80% Notes Due June 15, 2015;		2010 10-K		4.b.i(iii)		02/18/2011
		(iii)	6.125% Notes Due October 3, 2016;		2011 10-K		4.b.i(iv)		02/21/2012
		(iv)	5.85% Notes Due 2017;		2011 10-K		4.b.i(v)		02/21/2012
		(v)	7.125% Notes Due 2020; and		2010 10-K		4.b.i(vi)		02/18/2011
		(vi)	5.95% Notes Due 2022.		10-Q		4.b		05/02/2012
4.b.ii		Supplemental Indenture dated as of November 30, 2006 to the Indenture dated February 12, 2001 by and between Masco Corporation and Bank of New York Trust Corporation N.A., as Trustee.			2011 10-K		4.b.ii		02/21/2012
Note 1:		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.


						Incorporated By Reference
Exhibit No.						Filed Here-with
	Exhibit Description				Form		Exhibit		Filing Date
10.a		Credit Agreement dated as of March 28, 2013 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. as Syndication Agent, and Royal Bank of Canada, Deutsche Bank Securities, Inc., PNC Bank, National Association, and SunTrust Bank as Co-Documentation Agents.				8-K		10		04/03/2013
Note 2:		Exhibits 10.b through 10.n constitute the management contracts and executive compensatory plans or arrangements in which certain of the Directors and executive officers of the Company participate.
10.b.i		Masco Corporation 1991 Long Term Stock Incentive Plan (as amended and restated October 26, 2006):				2011 10-K		10.a		02/21/2012
		(i)	Forms of Restricted Stock Award Agreement:
			(A)	for awards prior to January 1, 2005, including supplemental letter; and							X
			(B)	for awards on and after January 1, 2005;							X
		(ii)	Form of Restoration Stock Option;								X
		(iii)	Form of Stock Option Grant;								X
		(iv)	Form of Stock Option Grant for Non-Employee Directors; and								X
		(v)	Form of Amendment to Award Agreements.			2010 10-K		10.a(v)		02/18/2011
10.b.ii		Masco Corporation 2004 Restricted Stock Award Program (under the 1991 Long Term Stock Incentive Plan).									X
10.c.i		Masco Corporation 2005 Long Term Stock Incentive Plan (Amended and Restated May 11, 2010):				2010 10-K		10.b.i		02/18/2011
		(i)	Form of Restricted Stock Award Agreements:
			(A)	for awards on or after January 1, 2013;		2012 10-K		10.b.i(i)(A)		02/15/2013
			(B)	for awards during 2012;		2012 10-K		10.b.i(i)(B)		02/15/2013
			(C)	for awards prior to 2012;		2010 10-K		10.b.i(i)		02/18/2011
		(ii)	Form of Stock Option Grant Agreements:
			(A)	for grants on or after January 1, 2013;		2012 10-K		10.b.i(ii)(A)		02/15/2013
			(B)	for grants during 2012		2012 10-K		10.b.i(ii)(B)		02/15/2013
			(C)	for grants prior to 2012;		2010 10-K		10.b.i(ii)		02/18/2011
		(iii)	Form of Restoration Stock Option; and			2010 10-K		10.b.i(iii)		02/18/2011
		(iv)	Form of Stock Option Grant for Non- Employee Directors.								X
10.c.ii		Non-Employee Directors Equity Program under Masco Corporation's 2005 Long Term Stock Incentive Plan (Amended July 2012):				2012 10-K		10.b.ii		02/15/2013
		(i)	Form of Restricted Stock Awards.			2012 10-K		10.b.ii(i)		02/15/2013


					Incorporated By Reference
Exhibit No.					Filed Here-with
	Exhibit Description			Form		Exhibit		Filing Date
10.c.iii		Non-Employee Directors Equity Program under Masco Corporation's 2005 Long Term Stock Incentive Plan (Amended October 2010):			10-Q		10		10/28/2010
		(i)	Form of Restricted Stock Award for awards 2010 through 2012.		2012 10-K		10.b.iii(i)		02/15/2013
10.c.iv		Non-Employee Directors Equity Program under Masco Corporation's 2005 Long Term Stock Incentive Plan (for awards prior to 2010):			2012 10-K		10.b.iv		02/15/2013
		(i)	Form of Restricted Stock Award Agreement; and		2012 10-K		10.b.iv(i)		02/15/2013
		(ii)	Form of Stock Option Grant Agreement.		2012 10-K		10.b.iv(ii)		02/15/2013
10.d.i		Masco Corporation 2014 Long Term Stock Incentive Plan:			8-K		10.a		05/06/2014
		(i)	Form of Restricted Stock Award Agreement; and		8-K		10.b		05/06/2014
		(ii)	Form of Stock Option Grant Agreement.		8-K		10.d		05/06/2014
10.d.ii		Non-Employee Directors Equity Program under Masco Corporation's 2014 Long Term Stock Incentive Plan:			10-Q		10		10/28/2014
		(i)	Form of Restricted Stock Award Agreement for Non-Employee Directors		8-K		10.c		05/06/2014
10.e.i		Forms of Masco Corporation Supplemental Executive Retirement and Disability Plan and amendments thereto:
		(i)	Richard A. Manoogian;		2010 10-K		10.c(iii)		02/18/2011
		(ii)	John G. Sznewajs (includes amendment freezing benefit accruals); and		2010 10-K		10.c(iv)		02/18/2011
		(iii)	Timothy Wadhams (includes amendment freezing benefit accruals).		2010 10-K		10.c(v)		02/18/2011
10.e.ii		Form of letter agreement dated March 21, 2012 amending the Masco Corporation Supplemental Executive Retirement and Disability Plan.			10-Q		10.c		05/02/2012
10.f		Masco Corporation 1997 Non-Employee Directors Stock Plan (as amended and restated October 27, 2005):			2010 10-K		10.d		02/18/2011
		(i)	Form of Restricted Stock Award Agreement;		2010 10-K		10.d(i)		02/18/2011
		(ii)	Form of Stock Option Grant; and		2010 10-K		10.d(ii)		02/18/2011
		(iii)	Form of Amendment to Award Agreements.		2010 10-K		10.d(iii)		02/18/2011
10.g		Other compensatory arrangements for executive officers.			2011 10-K		10.e		02/21/2012
10.h		Form of award letter for the Masco Corporation Long-Term Cash Incentive Program:
		(i)	for awards on or after to January 1, 2013; and		2012 10-K		10.f.(i)		02/15/2013
		(ii)	for award prior to January 1, 2013:		10-Q		10.b		05/02/2012
10.i		Compensation of Non-Employee Directors.								X
10.j.i		Masco Corporation Retirement Benefit Restoration Plan effective January 1, 1995 (as amended and restated December 22, 2010).			2010 10-K		10.g		02/18/2011


				Incorporated By Reference
Exhibit No.				Filed Here-with
	Exhibit Description		Form		Exhibit		Filing Date
10.j.ii		Amendment to Masco Corporation Retirement Benefit Restoration Plan effective February 6, 2012.		10-Q		10.h		05/02/2012
10.k.i		Letter Agreement dated June 29, 2009 between Richard A. Manoogian and Masco Corporation.							X
10.k.ii		Aircraft Time Sharing Agreement dated October 1, 2012 between Richard A. Manoogian and Masco Corporation.		2012 10-K		10.i.ii		02/15/2013
10.l		Consulting Agreement dated August 21, 2013 between Gregory D. Wittrock and Masco Corporation.		10-Q		10.j		10/29/2013
10.m		Employment Offer Letter dated October 23, 2014 between Christopher Kastner and Masco Corporation.							X
10.n		Employment Offer Letter dated November 1, 2014 between Amit Bhargave and Masco Corporation.							X
12		Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends.							X
21		List of Subsidiaries.							X
23		Consent of Independent Registered Public Accounting Firm relating to Masco Corporation's Consolidated Financial Statements and Financial Statement Schedule.							X
31.a		Certification by Chief Executive Officer required by Rule 13a-14(a)/15d-14(a).							X
31.b		Certification by Chief Financial Officer required by Rule 13a-14(a)/15d-14(a).							X
32		Certifications 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
101		Interactive Date File.							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.

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