filings.toolsItem 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, 2017 and 2016, and for the years ended December 31, 2017, 2016 and 2015, consist of the following: |
| (2) | Financial Statement Schedule. |
a. Our Financial Statement Schedule appended hereto, as required for the years ended December 31, 2017, 2016 and 2015, consists of the following:
| II. Valuation and Qualifying Accounts | 83 |
| (3) | Exhibits. |
| Exhibit No. | Incorporated By Reference | Filed Herewith | ||||||||||
| Exhibit Description | Form | Exhibit | Filing Date | |||||||||
| 2 | Separation and Distribution Agreement dated June 29, 2015.1 | 8-K | 2.1 | 07/06/2015 | ||||||||
| 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 May 8, 2012. | 2016 10-K | 3.b | 02/09/2017 | ||||||||
| 4.a | Indenture dated as of December 1, 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 | 6.625% Debentures Due April 15, 2018; and | 2013 10-K | 4.a.i(i) | 02/14/2014 | ||||||||
| 4.a.ii | 7-3/4% Debentures Due August 1, 2029. | 2014 10-K | 4.a.i(ii) | 02/13/2015 |
| 1 | The schedules to this agreement are omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company agrees to supplementally furnish to the Securities and Exchange Commission, upon request, a copy of any omitted schedule. |
| Exhibit No. | Incorporated By Reference | Filed Herewith | |||||||||||
| Exhibit Description | Form | Exhibit | Filing Date | ||||||||||
| 4.b | Indenture dated as of February 12, 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 August 15, 2032; | X | |||||||||||
| 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 March 15, 2022; | 2016 10-K | 4.b(iii) | 02/09/2017 | |||||||||
| 4.b.iv | 4.450% Notes Due April 1, 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 | |||||||||
| 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. | ||||||||||||
| 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, as amended by Amendment No. 1 dated as of May 29, 2015, and Amendment No. 2 dated as of August 28, 2015. | X | |||||||||||
| Note 2: | Exhibits 10.b through 10.l 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 | 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 Restricted Stock Award Agreements: | |||||||||||||
| 10.b.i | for awards on or after January 1, 2013; and | X | |||||||||||
| 10.b.ii | for awards prior to 2012. | 2015 10-K | 10.b.i(i)(C) | 02/12/2016 | |||||||||
| Form of Stock Option Grant Agreements: | |||||||||||||
| 10.b.iii | for grants on or after January 1, 2013; | X | |||||||||||
| 10.b.iv | for grants during 2012; and | X | |||||||||||
| 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 |
| Exhibit No. | Incorporated By Reference | Filed Herewith | ||||||||||
| Exhibit Description | Form | Exhibit | Filing Date | |||||||||
| 10.b.vii | Form of Restricted Stock Award for awards 2010 through 2012. | X | ||||||||||
| 10.b.viii | Non-Employee Directors Equity Program under Masco Corporation's 2005 Long Term Stock Incentive Plan (for awards prior to 2010): | X | ||||||||||
| 10.b.ix | Form of Stock Option Grant Agreement. | X | ||||||||||
| 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. | X | ||||||||||
| 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 January 1, 1995 (as amended and restated December 22, 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 June 29, 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 October 1, 2012 between Richard A. Manoogian and Masco Corporation. | X | ||||||||||
| 10.k | Employment Offer Letter dated October 23, 2014 between Christopher Kastner and Masco Corporation. | 2014 10-K | 10.m | 02/13/2015 | ||||||||
| 10.l | Employment Offer Letter dated November 1, 2014 between Amit Bhargava and Masco Corporation. | 2014 10-K | 10.n | 02/13/2015 |
| Exhibit No. | Incorporated By Reference | Filed Herewith | ||||||||
| Exhibit Description | Form | Exhibit | Filing Date | |||||||
| 10.m | Tax Matters Agreement dated June 29, 2015. | 8-K | 10.1 | 07/06/2015 | ||||||
| 10.n | Transition Services Agreement dated June 29, 2015. | 8-K | 10.2 | 07/06/2015 | ||||||
| 10.o | Employee Matters Agreement dated June 29, 2015. | 8-K | 10.3 | 07/06/2015 | ||||||
| 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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