Masco corporation

PART III

Item 10.	Directors, Executive Officers and Corporate Governance.

Our Code of Business Ethics applies to all employees, officers and directors including our Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer, and is posted on our website at www.masco.com. Amendments to or waivers of our Code of Business Ethics for directors and executive officers, if any, will be posted on our website. Other information required by this Item will be contained in our definitive Proxy Statement for the 2017 Annual Meeting of Stockholders, to be filed on or before May 1, 2017 , and such information is incorporated herein by reference.

Item 11.	Executive Compensation.

Information required by this Item will be contained in our definitive Proxy Statement for the 2017 Annual Meeting of Stockholders, to be filed on or before May 1, 2017 and such information is incorporated herein by reference.

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

Equity Compensation Plan Information

We grant equity under our 2014 Long Term Stock Incentive Plan (the "2014 Plan"). The following table sets forth information as of December 31, 2016 concerning the 2014 Plan, which was approved by our stockholders. We do not have any equity compensation plans that have not been approved by our stockholders.

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights			Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights				Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)
Equity compensation plans approved by stockholders	7,024,915			$	14.85			16,333,266

The remaining information required by this Item will be contained in our definitive Proxy Statement for our 2017 Annual Meeting of Stockholders, to be filed on or before May 1, 2017 , and such information is incorporated herein by reference.

Item 13.	Certain Relationships and Related Transactions, and Director Independence.

Information required by this Item will be contained in our definitive Proxy Statement for the 2017 Annual Meeting of Stockholders, to be filed on or before May 1, 2017 , and such information is incorporated herein by reference.

Item 14.	Principal Accountant Fees and Services.

Information required by this Item will be contained in our definitive Proxy Statement for the 2017 Annual Meeting of Stockholders, to be filed on or before May 1, 2017 , and such information is incorporated herein by reference.
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PART IV

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, 2016 and 2015 , and for the years ended December 31, 2016 , 2015 and 2014 , consist of the following:

Consolidated Balance Sheets	37
Consolidated Statements of Operations	38
Consolidated Statements of Comprehensive Income (Loss)	39
Consolidated Statements of Cash Flows	40
Consolidated Statements of Shareholders' Equity	41
Notes to Consolidated Financial Statements	42

(2)	Financial Statement Schedule.

a. Our Financial Statement Schedule appended hereto, as required for the years ended December 31, 2016 , 2015 and 2014 , consists of the following:

II.  Valuation and Qualifying Accounts

(3)	Exhibits.

See separate Exhibit Index beginning on page 81.

Item 16.	Form 10-K Summary

The optional summary in Item 16 has not been included in this Form 10-K.

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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 and Chief Financial Officer

February 9, 2017
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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		President, Chief Executive Officer and Director
Keith Allman
Principal Financial Officer:
/s/ John G. Sznewajs		Vice President and Chief Financial Officer
John G. Sznewajs
Principal Accounting Officer:
/s/ John P. Lindow		Vice President, Controller and Chief Accounting Officer
John P. Lindow
/s/ J. Michael Losh		Chairman of the Board
J. Michael Losh
/s/ Mark R. Alexander		Director
Mark R. Alexander				February 9, 2017
/s/ Richard A. Manoogian		Chairman Emeritus
Richard A. Manoogian
/s/ Christopher A. O'Herlihy		Director
Christopher A. O'Herlihy
/s/ Donald R. Parfet		Director
Donald R. Parfet
/s/ Lisa A. Payne		Director
Lisa A. Payne
/s/ John C. Plant		Director
John C. Plant
/s/ Reginald M. Turner, Jr.		Director
Reginald M. Turner, Jr.
/s/ Mary Ann Van Lokeren		Director
Mary Ann Van Lokeren