Item 15. Exhibits and Financial Statement Schedules.

17K characters. Original on sec.gov · Markdown

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, 2019 and 2018, and for the years ended December 31, 2019, 2018 and 2017, consist of the following:



Consolidated Balance Sheets	34
Consolidated Statements of Operations	35
Consolidated Statements of Comprehensive Income (Loss)	36
Consolidated Statements of Cash Flows	37
Consolidated Statements of Shareholders' Equity	38
Notes to Consolidated Financial Statements	39


(2)	Financial Statement Schedule.

a. Our Financial Statement Schedule appended hereto, as required for the years ended December 31, 2019, 2018 and 2017, 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.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
Note 1:		Disclosure schedules and certain exhibits have been omitted from Exhibit No. 2.a and 2.b pursuant to Item 601(b)(2) of Regulation S-K. Each Agreement as filed identifies such schedules and exhibits, including the general nature of their contents. Masco agrees to furnish a copy of any omitted attachment to the Securities Exchange Commission on a confidential basis upon request.
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			7-3/4% Debentures Due August 1, 2029.		2014 10-K		4.a.i(ii)		02/13/2015



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;		2017 10-K		4.b.i		02/08/2018
4.b.ii			5.950% Notes Due March 15, 2022;		2016 10-K		4.b(iii)		02/09/2017
4.b.iii			4.450% Notes Due April 1, 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
Note 2:		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.
4.c		Description of securities.								X
10.a		Credit Agreement dated as of March 13, 2019 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. 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
Note 3:		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 Stock Option Grant Agreements:
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



Exhibit No.					Incorporated By Reference					Filed Herewith
	Exhibit Description			Form		Exhibit		Filing Date
10.c		Masco Corporation 2014 Long Term Stock Incentive Plan (Amended and Restated May 9, 2016):			10-Q		10.a		07/26/2016
		Form of Restricted Stock Award Agreements:
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.								X
		Form of Stock Option Grant Agreements:
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.							X
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).								X
10.c.ix		Form of Performance Restricted Stock Unit Award Agreement for awards on or after December 17, 2019.								X
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
		Form of Restricted Stock Award Agreement for Non-Employee Directors:
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).								X
10.c.xiv		Form of Restricted Stock Unit Award Agreement for Non-Employee Directors for grants on or after February 7, 2020.								X
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.								X
10.h		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.i.i		Letter Agreement dated June 29, 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.								X



Exhibit No.				Incorporated By Reference					Filed Herewith
	Exhibit Description		Form		Exhibit		Filing Date
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.							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		The following financial information from Masco Corporation's Annual Report on Form 10-K for the year ended December 31, 2019, formatted in Inline XBRL: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Cash Flows, (v) the Consolidated Statements of Shareholders' Equity, and (vi) Notes to Consolidated Financial Statements.							X
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)							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.

Previous: Item 14. Principal Accountant Fees and Services. · Next: Item 16. Form 10-K Summary