Cover and table of contents

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Cover and table of contents

10-K 1 mas_20181231x10k.htm 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended December 31, 2018 Commission File Number 1-5794

MASCO CORPORATION

(Exact name of Registrant as Specified in its Charter)

Delaware38-1794485
(State of Incorporation)(I.R.S. Employer Identification No.)
17450 College Parkway, Livonia, Michigan48152
(Address of Principal Executive Offices)(Zip Code)

Registrant's telephone number, including area code: 313-274-7400

Securities Registered Pursuant to Section 12(b) of the Act:

Title of Each ClassName of Each Exchange On Which Registered
Common Stock, $1.00 par valueNew York Stock Exchange, Inc.

Securities Registered Pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes þ No o

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No þ

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer xAccelerated filer o
Non-accelerated filer oSmaller reporting company o
(Do not check if a smaller reporting company)Emerging growth company o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

The aggregate market value of the Registrant's Common Stock held by non-affiliates of the Registrant on June 30, 2018 (based on the closing sale price of $37.42 of the Registrant's Common Stock, as reported by the New York Stock Exchange on such date) was approximately $11,345,157,000.

Number of shares outstanding of the Registrant's Common Stock at January 31, 2019:

294,492,500 shares of Common Stock, par value $1.00 per share

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant's definitive Proxy Statement to be filed for its 2019 Annual Meeting of Stockholders are incorporated by reference into Part III of this Form 10-K.

Masco Corporation

2018 Annual Report on Form 10-K

TABLE OF CONTENTS

ItemPage
PART I
1.Business2
1A.Risk Factors6
1B.Unresolved Staff Comments11
2.Properties11
3.Legal Proceedings12
4.Mine Safety Disclosures12
PART II
5.Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities13
6.Selected Financial Data15
7.Management's Discussion and Analysis of Financial Condition and Results of Operations16
7A.Quantitative and Qualitative Disclosures About Market Risk33
8.Financial Statements and Supplementary Data34
9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure75
9A.Controls and Procedures75
9B.Other Information75
PART III
10.Directors, Executive Officers and Corporate Governance76
11.Executive Compensation76
12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters76
13.Certain Relationships and Related Transactions, and Director Independence76
14.Principal Accountant Fees and Services76
PART IV
15.Exhibits and Financial Statement Schedules77
16.Form 10-K Summary80
Signatures81

PART I

Next: Item 1. Business.