10-Q

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

Commission file number: 1-5794

Masco Corporation

(Exact name of Registrant as Specified in its Charter)

Delaware	38-1794485
(State or Other Jurisdiction of Incorporation)	(IRS Employer Identification No.)
21001 Van Born Road, Taylor, Michigan	48180
(Address of Principal Executive Offices)	(Zip Code)

(313) 274-7400

(Registrant’s telephone number, including area code)

     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.

þ Yes                      o No

     Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted 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 and post such files).

þ Yes                      o No

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

Large accelerated filer þ	Accelerated filer o	Non-accelerated filer o	Smaller reporting company o
		(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes                      þ No

     Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class	Shares Outstanding at April 25, 2011
Common stock, par value $1.00 per share	358,100,000

MASCO CORPORATION

INDEX

	Page No.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets — March 31, 2011 and December 31, 2010		1
Condensed Consolidated Statements of Income for the Three Months Ended March 31, 2011 and 2010		2
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2011 and 2010		3
Consolidated Statements of Shareholders’ Equity — March 31, 2011 and December 31, 2010		4
Notes to Condensed Consolidated Financial Statements		5-16
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		17-22
Item 4. Controls and Procedures		23
PART II. OTHER INFORMATION		24-26
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 6. Exhibits
Signature
EX-4
EX-12
EX-31.A
EX-31.B
EX-32
EX-99
EX-101 INSTANCE DOCUMENT
EX-101 SCHEMA DOCUMENT
EX-101 CALCULATION LINKBASE DOCUMENT
EX-101 LABELS LINKBASE DOCUMENT
EX-101 PRESENTATION LINKBASE DOCUMENT
EX-101 DEFINITION LINKBASE DOCUMENT

MASCO CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited)

March 31, 2011 and December 31, 2010
(In Millions, Except Share Data)

	March 31,		December 31,
	2011		2010
ASSETS
Current assets:
Cash and cash investments	$	1,505	$	1,715
Receivables		1,113		888
Prepaid expenses and other		138		129
Inventories:
Finished goods		463		393
Raw material		265		246
Work in process		111		93
		839		732
Total current assets		3,595		3,464
Property and equipment, net		1,719		1,737
Goodwill		2,395		2,383
Other intangible assets, net		268		269
Other assets		269		287
Total assets	$	8,246	$	8,140
LIABILITIES
Current liabilities:
Notes payable	$	66	$	66
Accounts payable		787		602
Accrued liabilities		773		819
Total current liabilities		1,626		1,487
Long-term debt		4,030		4,032
Deferred income taxes and other		1,040		1,039
Total liabilities		6,696		6,558
Commitments and contingencies
EQUITY
Masco Corporation’s shareholders’ equity:
Common shares, par value $1 per share Authorized shares: 1,400,000,000; issued and outstanding: 2011 — 347,500,000; 2010 — 348,600,000		348		349
Preferred shares authorized: 1,000,000; issued and outstanding: 2011 — None; 2010 — None		—		—
Paid-in capital		21		42
Retained earnings		647		720
Accumulated other comprehensive income		310		273
Total Masco Corporation’s shareholders’ equity		1,326		1,384
Noncontrolling interest		224		198
Total equity		1,550		1,582
Total liabilities and equity	$	8,246	$	8,140

See notes to condensed consolidated financial statements.

1

MASCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited)

For the Three Months Ended March 31, 2011 and 2010
(In Millions Except Per Common Share Data)

	Three Months Ended March 31,
	2011			2010
Net sales	$	1,772		$	1,852
Cost of sales		1,347			1,360
Gross profit		425			492
Selling, general and administrative expenses		404			414
Operating profit		21			78
Other income (expense), net:
Interest expense		(63	)		(58	)
Other, net		21			2
		(42	)		(56	)
(Loss) income before income taxes		(21	)		22
Income taxes		13			18
Net (loss) income		(34	)		4
Less: Net income attributable to noncontrolling interest		(12	)		(11	)
Net loss attributable to Masco Corporation	$	(46	)	$	(7	)
Loss per common share attributable to Masco Corporation:
Basic:
Net loss	$	(.13	)	$	(.02	)
Diluted:
Net loss	$	(.13	)	$	(.02	)
Amounts attributable to Masco Corporation:
Net loss	$	(46	)	$	(7	)

See notes to condensed consolidated financial statements.

2

MASCO CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)

For the Three Months Ended March 31, 2011 and 2010
(In Millions)

	Three Months Ended
	March 30,
	2011			2010
CASH FLOWS FROM (FOR) OPERATING ACTIVITIES:
Cash provided by operations	$	41		$	92
(Increase) in receivables		(220	)		(180	)
(Increase) in inventories		(93	)		(72	)
Increase in accounts payable and accrued liabilities, net		112			40
Net cash for operating activities		(160	)		(120	)
CASH FLOWS FROM (FOR) FINANCING ACTIVITIES:
Increase in debt		—			2
Payment of debt		—			(1	)
Credit Agreement costs		(1	)		—
Issuance of Notes, net of issuance costs		—			494
Retirement of Notes		—			(300	)
Purchase of Company common stock		(30	)		(45	)
Cash dividends paid		(27	)		(27	)
Net cash (for) from financing activities		(58	)		123
CASH FLOWS FROM (FOR) INVESTING ACTIVITIES:
Capital expenditures		(29	)		(26	)
Proceeds from disposition of:
Marketable securities		14			—
Other financial investments		5			1
Property and equipment		2			3
Purchases of other financial investments		(6	)		—
Other, net		—			(6	)
Net cash for investing activities		(14	)		(28	)
Effect of exchange rate changes on cash and cash investments		22			(10	)
CASH AND CASH INVESTMENTS:
Decrease for the period		(210	)		(35	)
At January 1		1,715			1,413
At March 31	$	1,505		$	1,378

See notes to condensed consolidated financial statements.

3

MASCO CORPORATION and Consolidated Subsidiaries

CONSOLIDATED STATEMENTS OF SHAREHOLDERS’ EQUITY
for the periods ended March 31, 2011 and March 31, 2010

(In Millions, Except Per Share Data)

													Accumulated
				Common									Other
				Shares			Paid-In			Retained			Comprehensive			Noncontrolling
	Total			($1 par value)			Capital			Earnings			Income			Interest
Balance, January 1, 2010	$	2,817		$	350		$	42		$	1,871		$	366		$	188
Net (loss) income		4									(7	)					11
Cumulative translation adjustments		(56	)											(42	)		(14	)
Unrealized gain on marketable securities, net of income tax of $—		(1	)											(1	)
Unrecognized prior service cost and net loss, net of income tax of $1		2												2
Total comprehensive loss		(51	)
Shares issued		(1	)		1			(2	)
Shares retired:
Repurchased		(45	)		(3	)		(42	)
Surrendered (non-cash)		(5	)					(5	)
Cash dividends declared		(27	)								(27	)
Stock-based compensation		15						15
Balance, March 31, 2010	$	2,703		$	348		$	8		$	1,837		$	325		$	185
Balance, January 1, 2011		1,582			349			42			720			273			198
Net (loss) income		(34	)								(46	)					12
Cumulative translation adjustments		61												47			14
Unrealized gain on marketable securities, net of income tax of $—		(13	)											(13	)
Unrecognized prior service cost and net loss, net of income tax of $—		3												3
Total comprehensive income		17
Shares issued		—			2			(2	)
Shares retired:
Repurchased		(30	)		(2	)		(28	)
Surrendered (non-cash)		(7	)		(1	)		(6	)
Cash dividends declared		(27	)								(27	)
Stock-based compensation		15						15
Balance, March 31, 2011	$	1,550		$	348		$	21		$	647		$	310		$	224

See notes to consolidated financial statements.

4

MASCO CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

A. In the opinion of the Company, the accompanying unaudited condensed consolidated financial statements contain all adjustments, of a normal recurring nature, necessary to present fairly its financial position as at March 31, 2011 and the results of operations for the three months ended March 31, 2011 and 2010 and cash flows for the three months ended March 31, 2011 and 2010. The condensed consolidated balance sheet at December 31, 2010 was derived from audited financial statements.

Recently Issued Accounting Pronouncements

Effective January 1, 2011, the Company adopted new accounting guidance which addresses how to determine whether a sales arrangement involves multiple deliverables or contains more than one unit of accounting, and how the sales arrangement consideration should be allocated among the separate units of accounting. The Company evaluated this new guidance and the adoption did not have an impact on the Company’s financial position or its results of operations.

5

MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)

B. The changes in the carrying amount of goodwill for the three months ended March 31, 2011, by segment, were as follows, in millions:

	Gross Goodwill		Accumulated			Net Goodwill
	At		Impairment			At
	Mar. 31, 2011		Losses			Mar. 31, 2011
Cabinets and Related Products	$	590	$	(364	)	$	226
Plumbing Products		545		(340	)		205
Installation and Other Services		1,819		(762	)		1,057
Decorative Architectural Products		294		—			294
Other Specialty Products		980		(367	)		613
Total	$	4,228	$	(1,833	)	$	2,395

	Gross Goodwill		Accumulated			Net Goodwill
	At		Impairment			At				At
	Dec. 31, 2010		Losses			Dec. 31, 2010		Other(A)		Mar. 31, 2011
Cabinets and Related Products	$	587	$	(364	)	$	223	$	3	$	226
Plumbing Products		536		(340	)		196		9		205
Installation and Other Services		1,819		(762	)		1,057		—		1,057
Decorative Architectural Products		294		—			294		—		294
Other Specialty Products		980		(367	)		613		—		613
Total	$	4,216	$	(1,833	)	$	2,383	$	12	$	2,395

(A) Other principally includes the effect of foreign currency translation.

Other indefinite-lived intangible assets were $185 million at both March 31, 2011 and December 31, 2010, respectively, and principally included registered trademarks. The carrying value of the Company’s definite-lived intangible assets was $83 million (net of accumulated amortization of $76 million) at March 31, 2011 and $84 million (net of accumulated amortization of $75 million) at December 31, 2010, and principally included customer relationships and non-compete agreements.

6

MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)

C. Depreciation and amortization expense was $75 million and $60 million, respectively, for the three months ended March 31, 2011 and 2010.

D. The Company has maintained investments in available-for-sale securities and a number of private equity funds, principally as part of its tax planning strategies, as any gains enhance the utilization of any current and future tax capital losses. Financial investments included in other assets were as follows, in millions:

	March 31,		December 31,
	2011		2010
Auction rate securities	$	22	$	22
Marketable securities		5		—
TriMas Corporation common stock		27		40
Total recurring investments		54		62
Private equity funds		105		106
Other investments		11		13
Total non-recurring investments		116		119
Total	$	170	$	181

The Company’s investments in available-for-sale securities at March 31, 2011 and December 31, 2010 were as follows, in millions:

			Pre-tax
			Unrealized		Unrealized		Recorded
	Cost Basis		Gains		Losses		Basis
March 31, 2011	$	26	$	28	$	—	$	54
December 31, 2010	$	22	$	40	$	—	$	62

Recurring Fair Value Measurements. Financial assets and (liabilities) measured at fair value on a recurring basis at each reporting period and the amounts for each level within the fair value hierarchy were as follows, in millions:

			Fair Value Measurements Using
					Significant
			Quoted		Other		Significant
			Market		Observable		Unobservable
	Mar. 31,		Prices		Inputs		Inputs
	2011		(Level 1)		(Level 2)		(Level 3)
Auction rate securities	$	22	$	—	$	—	$	22
Marketable securities		5		5		—		—
TriMas Corporation		27		27		—		—
Total	$	54	$	32	$	—	$	22

			Fair Value Measurements Using
					Significant
			Quoted		Other		Significant
			Market		Observable		Unobservable
	Dec. 31,		Prices		Inputs		Inputs
	2010		(Level 1)		(Level 2)		(Level 3)
Auction rate securities	$	22	$	—	$	—	$	22
TriMas Corporation		40		40		—		—
Total	$	62	$	40	$	—	$	22

7

MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)

Note D – continued:

The fair value of the auction rate securities held by the Company have been estimated, on a recurring basis, using a discounted cash flow model (Level 3 input). The significant inputs in the discounted cash flow model used to value the auction rate securities include: expected maturity of auction rate securities, discount rate used to determine the present value of expected cash flows and the assumptions for credit defaults, since the auction rate securities are backed by credit default swap agreements.

The following table summarizes the changes in Level 3 financial assets measured at fair value on a recurring basis for the three months ended March 31, 2011 and the year ended December 31, 2010, in millions:

	Auction Rate
	Securities
Fair value January 1, 2011	$	22
Total losses included in earnings		—
Unrealized (losses)		—
Purchases		—
Settlements		—
Transfer from Level 3 to Level 2		—
Fair value at March 31, 2011	$	22

During 2010, the Company converted all of its holdings in Asahi Tec preferred stock into common stock, which was sold in its entirety in 2010 in open market transactions.

	Asahi Tec			Auction Rate
	Preferred Stock			Securities		Total
Fair value January 1, 2010	$	71		$	22	$	93
Total losses included in earnings		(28	)		—		(28	)
Unrealized losses		(23	)		—		(23	)
Purchases, issuances, settlements		—			—		—
Transfers from Level 3 to Level 2		(20	)		—		(20	)
Fair value at December 31, 2010	$	—		$	22	$	22

Non-Recurring Fair Value Measurements. For the three months ended March 31, 2011 and 2010, the Company did not measure any financial investments on a non-recurring basis, as there was no other-than-temporary decline in the estimated value of private equity funds. Financial investments measured at fair value on a non-recurring basis during 2010 and the amounts for each level within the fair value hierarchy were as follows, in millions:

			Fair Value Measurements Using
					Significant
			Quoted		Other		Significant
			Market		Observable		Unobservable		Total
	Dec. 31,		Prices		Inputs		Inputs		Gains
	2010		(Level 1)		(Level 2)		(Level 3)		(Losses)
Private equity funds	$	2	$	—	$	—	$	2	$	(4	)
Other private investments		—		—		—		—		(2	)
	$	2	$	—	$	—	$	2	$	(6	)

8

MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)

Note D – concluded:

The Company did not have any transfers between Level 1 and Level 2 financial assets in the first quarter of 2011 or in the full-year 2010.

Income from financial investments, net, was $17 million for the three months ended March 31, 2011, related to the sale of TriMas common stock ($14 million) and a distribution from private equity funds ($3 million).

The fair value of the Company’s short-term and long-term fixed-rate debt instruments is based principally upon quoted market prices for the same or similar issues or the current rates available to the Company for debt with similar terms and remaining maturities. The aggregate estimated market value of short-term and long-term debt at March 31, 2011 was approximately $4.2 billion, compared with the aggregate carrying value of $4.1 billion. The aggregate estimated market value of short-term and long-term debt at December 31, 2010 was approximately $4.2 billion, compared with the aggregate carrying value of $4.1 billion.

E. During 2011 and 2010, the Company entered into foreign currency exchange contracts to hedge currency fluctuations related to intercompany loans denominated in non-functional currencies. At March 31, 2011, the Company had recorded losses of $8 million on the foreign currency exchange contracts, which is partially offset by gains related to the translation of loans and accounts denominated in non-functional currencies. Gains (losses) related to these contracts are recorded in the Company’s consolidated statements of income in other income (expense), net. For the three months ended March 31, 2011 and 2010, the Company had recorded (losses) gains net of $(4) million and $4 million, respectively, related to these foreign currency exchange contracts.

During 2011 and 2010, the Company, including certain European operations, also entered into foreign currency forward contracts to manage a portion of its exposure to currency fluctuations in the European euro and the U.S. dollar. Based upon period-end market prices, the Company had recorded liabilities of $1 million and $3 million to reflect contract prices at March 31, 2011 and December 31, 2010, respectively. Gains (losses) related to these contracts are recorded in the Company’s consolidated statements of income in other income (expense), net. For the three months ended March 31, 2011 and 2010, the Company had recorded gains (losses) net of $2 million and $(1) million, respectively, related to these foreign currency exchange contracts.

In the event that the counterparties fail to meet the terms of the foreign currency forward contracts, the Company’s exposure is limited to the aggregate foreign currency rate differential with such institutions.

During 2011 and 2010, the Company entered into several contracts to manage its exposure to increases in the price of copper and zinc. Based upon period-end market prices, the Company had recorded assets of $7 million to reflect contract prices at both March 31, 2011 and December 31, 2010, respectively. Gains (losses) related to these contracts are recorded in the Company’s consolidated statements of income in cost of goods sold. For the three months ended March 31, 2011, there were no gains or losses related to these contracts.

The fair value of these derivative contracts is estimated on a recurring basis, quarterly, using Level 2 inputs (significant other observable inputs).

9

MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)

F. Changes in the Company’s warranty liability were as follows, in millions:

	Three Months Ended			Twelve Months Ended
	March 31, 2011			December 31, 2010
Balance at January 1	$	107		$	109
Accruals for warranties issued during the period		7			42
Accruals related to pre-existing warranties		3			(4	)
Settlements made (in cash or kind) during the period		(10	)		(37	)
Other, net		—			(3	)
Balance at end of period	$	107		$	107

G. Based on the limitations of the debt to total capitalization covenant, at March 31, 2011, the Company had additional borrowing capacity, subject to availability, of up to $984 million. Additionally, at March 31, 2011, the Company could absorb a reduction to shareholders’ equity of approximately $530 million, and remain in compliance with the debt to total capitalization covenant.

In order to borrow under the Credit Agreement, there must not be any default in the Company’s covenants in the credit agreement (i.e., in addition to the two financial covenants, principally limitations on subsidiary debt, negative pledge restrictions, legal compliance requirements and maintenance of properties and insurance) and the Company’s representations and warranties in the credit agreement must be true in all material respects on the date of borrowing (i.e., principally no material adverse change or litigation likely to result in a material adverse change, since December 31, 2009, in each case, no material ERISA or environmental non-compliance and no material tax deficiency). The Company was in compliance with all covenants and no borrowings have been made at March 31, 2011.

H. The Company’s 2005 Long Term Stock Incentive Plan (the “2005 Plan”) provides for the issuance of stock-based incentives in various forms to employees and non-employee Directors of the Company. At March 31, 2011, outstanding stock-based incentives were in the form of long-term stock awards, stock options, phantom stock awards and stock appreciation rights. Pre-tax compensation expense and the related income tax benefit, for these stock-based incentives, were as follows, in millions:

	Three Months Ended
	March 31,
	2011		2010
Long-term stock awards	$	10	$	10
Stock options		5		5
Phantom stock awards and stock appreciation rights		3		3
Total	$	18	$	18
Income tax benefit	$	7	$	7

10

MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)

Note H – continued:

Long-Term Stock Awards

Long-term stock awards are granted to key employees and non-employee Directors of the Company and do not cause net share dilution inasmuch as the Company continues the practice of repurchasing and retiring an equal number of shares on the open market.

The Company’s long-term stock award activity was as follows, shares in millions:

	Three Months Ended
	March 31,
	2011		2010
Unvested stock award shares at January 1		10		9
Weighted average grant date fair value	$	19	$	21
Stock award shares granted		2		3
Weighted average grant date fair value	$	13	$	14
Stock award shares vested		1		1
Weighted average grant date fair value	$	19	$	23
Stock award shares forfeited		—		—
Weighted average grant date fair value	$	18	$	19
Unvested stock award shares at March 31		11		11
Weighted average grant date fair value	$	17	$	19

At March 31, 2011 and 2010, there was $145 million and $158 million, respectively, of total unrecognized compensation expense related to unvested stock awards; such awards had a weighted average remaining vesting period of five years and six years, respectively.

The total market value (at the vesting date) of stock award shares which vested during the three months ended March 31, 2011 and 2010 was $23 million and $17 million, respectively.

Stock Options

Stock options are granted to key employees of the Company. The exercise price equals the market price of the Company’s common stock at the grant date. These options generally become exercisable (vest ratably) over five years beginning on the first anniversary from the date of grant and expire no later than 10 years after the grant date.

The Company granted 2,372,500 of stock option shares in the three months ended March 31, 2011 with a grant date exercise price approximating $13 per share. In the first three months of 2011, 209,750 stock option shares were forfeited (including options that expired unexercised).

11

MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)

Note H – continued:

The Company’s stock option activity was as follows, shares in millions:

	Three Months Ended
	March 31,
	2011			2010
Option shares outstanding, January 1		37			36
Weighted average exercise price	$	21		$	23
Option shares granted, including restoration options		2			5
Weighted average exercise price	$	13		$	14
Option shares exercised		—			—
Aggregate intrinsic value on date of exercise (A)	$	1	million	$	—	million
Weighted average exercise price	$	8		$	8
Option shares forfeited		—			2
Weighted average exercise price	$	23		$	24
Option shares outstanding, March 31		39			39
Weighted average exercise price	$	21		$	21
Weighted average remaining option term (in years)		6			6
Option shares vested and expected to vest, March 31		39			38
Weighted average exercise price	$	21		$	21
Aggregate intrinsic value (A)	$	33	million	$	48	million
Weighted average remaining option term (in years)		6			6
Option shares exercisable (vested), March 31		24			20
Weighted average exercise price	$	24		$	25
Aggregate intrinsic value (A)	$	11	million	$	8	million
Weighted average remaining option term (in years)		4			5

(A) Aggregate intrinsic value is calculated using the Company’s stock price at each respective date, less the exercise price (grant date price) multiplied by the number of shares.

At March 31, 2011 and 2010, there was $51 million and $63 million, respectively, of unrecognized compensation expense (using the Black-Scholes option pricing model) related to unvested stock options; such options had a weighted average vesting period of three years in both 2011 and 2010.

12

MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)

Note H – concluded:

The weighted average grant date fair value of option shares granted and the assumptions used to estimate those values using a Black-Scholes option pricing model, were as follows:

	Three Months Ended
	March 31,
	2011			2010
Weighted average grant date fair value	$	5.10		$	5.30
Risk-free interest rate		2.72	%		2.77	%
Dividend yield		2.34	%		2.17	%
Volatility factor		49.00	%		46.00	%
Expected option life		6	years		6	years

I. The Company sponsors qualified defined-benefit or defined-contribution retirement plans for most of its employees. In addition to the Company’s qualified defined-benefit pension plans, the Company has unfunded non-qualified defined-benefit pension plans covering certain employees, which provide for benefits in addition to those provided by the qualified pension plans. Substantially all salaried employees participate in non-contributory defined-contribution retirement plans, to which payments are determined annually by the Organization and Compensation Committee of the Board of Directors.

During the three months ended March 31, 2011, the Company adjusted certain employee expense related accruals which resulted in a $5 million reduction to expenses related to the fourth quarter of 2010. The effect was not material to the previously issued financial statements.

Effective January 1, 2010, the Company froze all future benefit accruals under substantially all of the Company’s domestic qualified and non-qualified defined-benefit pension plans. Future benefit accruals related to the Company’s foreign non-qualified plans were frozen several years ago.

Net periodic pension cost for the Company’s defined-benefit pension plans was as follows, in millions:

	Three Months ended March 31,
	2011					2010
	Qualified			Non-Qualified		Qualified			Non-Qualified
Service cost	$	1		$	—	$	1		$	—
Interest cost		11			2		11			2
Expected return on plan assets		(8	)		—		(8	)		—
Amortization of prior service cost		—			—		—			—
Recognized curtailment loss		—			—		—			—
Amortization of net loss		2			—		2			—
Net periodic pension cost	$	6		$	2	$	6		$	2

13

MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)

Note I – concluded:

At December 31, 2010, the Company reported a net liability of $522 million, of which $163 million was related to our non-qualified, supplemental retirement plans, which are not subject to the funding requirements of the Pension Protection Act. In accordance with the Pension Protection Act of 2006, the Adjusted Funding Target Attainment Percentage (“AFTAP”) for the various defined-benefit pension plans ranges from 62 percent to 86 percent. At December 31, 2010, the Company had one plan that offered accelerated benefits (i.e., lump sum distributions) and the AFTAP for that plan is less than 80 percent; therefore, the plan is prohibited from allowing participants to receive any lump sum distribution in excess of 50 percent of the benefit value. In addition, plan amendments increasing benefits or liabilities for that plan are also prohibited.

J. Information about the Company by segment and geographic area was as follows, in millions:

	Three Months Ended March 31,
	2011		2010		2011			2010
	Net Sales (A)				Operating Profit (Loss)
The Company’s operations by segment were:
Cabinets and Related Products	$	307	$	403	$	(50	)	$	(15	)
Plumbing Products		710		663		84			84
Installation and Other Services		254		273		(40	)		(42	)
Decorative Architectural Products		375		389		69			87
Other Specialty Products		126		124		(10	)		(6	)
Total	$	1,772	$	1,852	$	53		$	108
The Company’s operations by geographic area were:
North America	$	1,333	$	1,430	$	11		$	64
International, principally Europe		439		422		42			44
Total	$	1,772	$	1,852		53			108
General corporate expense, net						(32	)		(30	)
Operating profit						21			78
Other income (expense), net						(42	)		(56	)
(Loss) income before income taxes					$	(21	)	$	22

(A) Inter-segment sales were not material.

K. Other, net, which is included in other income (expense), net, was as follows, in millions:

	Three Months Ended
	March 31,
	2011		2010
Income from cash and cash investments	$	2	$	1
Income from financial investments, net (Note D)		17		—
Other items, net		2		1
Total other, net	$	21	$	2

Other items, net, included $2 million and $(1) million of currency gains (losses) for the three months ended March 31, 2011 and 2010, respectively.

14

MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (continued)

L. Reconciliations of the numerators and denominators used in the computations of basic and diluted earnings per common share were as follows, in millions:

	Three Months Ended
	March 31,
	2011			2010
Numerator (basic and diluted):
Net loss	$	(46	)	$	(7	)
Dividends on restricted stock awards		(1	)		(1	)
Net loss attributable to common shareholders	$	(47	)	$	(8	)
Net loss available to common shareholders	$	(47	)	$	(8	)
Denominator:
Basic common shares (based upon weighted average)		349			350
Add:
Contingent common shares		—			—
Stock option dilution		—			—
Diluted common shares		349			350

For the three months ended March 31, 2011 and 2010, the Company allocated dividends to the unvested restricted stock awards (participating securities).

At March 31, 2011 and 2010, the Company did not include any common shares related to the Zero Coupon Convertible Senior Notes (“Notes”) in the calculation of diluted earnings per common share, as the price of the Company’s common stock at March 31, 2011 and 2010 did not exceed the equivalent accreted value of the Notes.

Additionally, 39 million common shares for both the three months ended March 31, 2011 and 2010, respectively, related to stock options were excluded from the computation of diluted earnings per common share due to their antidilutive effect.

In the first three months of 2011, the Company granted two million shares of long-term stock awards; to offset the dilutive impact of these awards, the Company also repurchased and retired approximately two million shares of Company common stock, for cash aggregating $30 million. At March 31, 2011, the Company had 25 million shares of its common stock remaining under the July 2007 Board of Directors repurchase authorization.

On the basis of amounts paid (declared), cash dividends per common share were $.075 ($.075) and $.075 ($.075), respectively, for the three months ended March 31, 2011 and 2010.

15

MASCO CORPORATION
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited) (concluded)

M. The Company is subject to lawsuits and pending or asserted claims with respect to matters generally arising in the ordinary course of business.

As previously disclosed, a lawsuit was brought against the Company and a number of its insulation installation companies alleging that certain of their practices violated provisions of the federal antitrust laws. The case was filed in October 2004 in the United States District Court for the Northern District of Georgia by Columbus Drywall & Insulation, Inc., Leo Jones Insulation, Inc., Southland Insulators, Inc., Southland Insulators of Maryland, Inc. d/b/a Devere Insulation, Southland Insulators of Delaware LLC d/b/a Delmarva Insulation, and Whitson Insulation Company of Grand Rapids, Inc. against the Company, its subsidiaries Masco Contractors Services Group Corp., Masco Contractor Services Central, Inc. (“MCS Central”) and Masco Contractor Services East, Inc., and several insulation manufacturers (the “Columbus Drywall case”). In February 2009, the court certified a class of 377 insulation contractors. Another suit was filed in March 2003 in the United States District Court for the Northern District of Georgia by Wilson Insulation Company, Wilson Insulation of Augusta, Inc. and The Wilson Insulation Group, Inc. against the Company, Masco Contractor Services, Inc., and MCS Central that alleged anticompetitive conduct. This case has been removed from the court’s active docket. In March 2007, Albert Von Der Werth and Valerie Good filed suit in the United States District Court for the Northern District of California against the Company, its subsidiary Masco Contractor Services, and several insulation manufacturers seeking class action status and alleging anticompetitive conduct. This case was subsequently transferred to the United States District Court for the Northern District of Georgia and has been administratively stayed by the court. An additional suit, which was filed in September 2005 and alleged anticompetitive conduct, was dismissed with prejudice in December 2006.

The Company is vigorously defending the Columbus Drywall case. Based upon the advice of its outside counsel, the Company believes that the conduct of the Company and its insulation installation companies, which is the subject of the above-described lawsuits, has not violated any antitrust laws. The Company is unable at this time to reliably estimate any potential liability which might occur from an adverse judgment. There cannot be any assurance that the Company will ultimately prevail in these lawsuits, or, if unsuccessful, that the ultimate liability would not be material and would not have a material adverse effect on its businesses or the methods used by its insulation installation companies in doing business.

N. In the first quarter of 2011, the Company incurred income tax expense of $13 million on a pre-tax loss of $(21) million, primarily due to an increase in the valuation allowance related to net operating losses and losses in certain jurisdictions providing no tax benefit.

As a result of tax audit closings, settlements and expiration of applicable statutes of limitations in various jurisdictions within the next 12 months, the Company anticipates that it is reasonably possible that the liability for uncertain tax positions could be reduced by approximately $7 million.

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MASCO CORPORATION

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FIRST QUARTER 2011 VERSUS FIRST QUARTER 2010

SALES AND OPERATIONS

     The following table sets forth our net sales and operating profit (loss) margins by business segment and geographic area, dollars in millions:

	Three Months Ended						Percent (Decrease)
	March 31,						Increase
	2011			2010			2011 vs. 2010
Net Sales:
Cabinets and Related Products	$	307		$	403			(24%)
Plumbing Products		710			663			7%
Installation and Other Services		254			273			(7%)
Decorative Architectural Products		375			389			(4%)
Other Specialty Products		126			124			2%
Total	$	1,772		$	1,852			(4%)
North America	$	1,333		$	1,430			(7%)
International, principally Europe		439			422			4%
Total	$	1,772		$	1,852			(4%)
	Three Months Ended
	March 31,
	2011			2010
Operating Profit (Loss) Margins: (A)
Cabinets and Related Products		(16.3	%)		(3.7	%)
Plumbing Products		11.8	%		12.7	%
Installation and Other Services		(15.7	%)		(15.4	%)
Decorative Architectural Products		18.4	%		22.4	%
Other Specialty Products		(7.9	%)		(4.8	%)
North America		0.8	%		4.5	%
International, principally Europe		9.6	%		10.4	%
Total		3.0	%		5.8	%
Operating profit margins, as reported		1.2	%		4.2	%

(A) Before general corporate expense, net; see Note J to the condensed consolidated financial statements.

17

MASCO CORPORATION

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     We report our financial results in accordance with generally accepted accounting principles (“GAAP”) in the United States. However, we believe that certain non-GAAP performance measures and ratios, used in managing the business, may provide users of this financial information with additional meaningful comparisons between current results and results in prior periods. Non-GAAP performance measures and ratios should be viewed in addition to, and not as an alternative for, our reported results.

NET SALES

     Net sales decreased four percent for the three-month period ended March 31, 2011 from the comparable period of 2010. The impact of changes in the European euro and Danish kroner was offset by changes in the British pound sterling and Canadian dollar. The following table reconciles reported net sales to net sales, excluding acquisitions and the effect of currency translation, in millions:

	Three Months Ended
	March 31,
	2011		2010
Net sales, as reported	$	1,772	$	1,852
Acquisitions (none)		—		—
Net sales, excluding acquisitions		1,772		1,852
Currency translation		—		—
Net sales, excluding acquisitions and the effect of currency translation	$	1,772	$	1,852

     North American net sales were negatively impacted by lower sales volume of installation and other services, cabinets, paints and stains and builders’ hardware, which, in the aggregate, decreased sales by six percent for the three-month period ended March 31, 2011 from the comparable period of 2010. Such declines were partially offset by selling price increases, which increased sales by two percent for the three-month period ended March 31, 2011 from the comparable period of 2010.

     In local currencies, net sales from International operations increased five percent for the three-month period ended March 31, 2011, primarily due to increased sales volume and selling prices of International plumbing products, offset by lower sales volume related to International cabinets. A stronger U.S. dollar decreased International net sales by one percent in the three-month period ended March 31, 2011, compared to the same period of 2010.

     Net sales of Cabinets and Related Products decreased in the three-month period ended March 31, 2011, due to the planned exit of ready-to-assemble and other non-core in-stock cabinet product lines which decreased net sales in this segment by 13 percent, as well as lower sales volumes of both North American and International cabinets compared to the same period of 2010, which decreased sales in this segment by 12 percent. Such declines were partially offset by increased selling prices.

18

MASCO CORPORATION

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Net sales of Plumbing Products increased, due to increased sales volume and selling prices in North America, which, on a combined basis, increased sales by three percent in the three-month period ended March 31, 2011 from the comparable period of 2010. In local currencies, net sales of International operations increased sales in this segment by five percent in the three-month period ended March 31, 2011 from the comparable period of 2010. Such increases in International sales were due to increased sales volume and selling prices.

     Net sales of Installation and Other Services decreased for the three-month period ended March 31, 2011, primarily due to lower sales volume in the new home construction market. Such declines were partially offset by increased selling prices.

     Net sales of Decorative Architectural Products decreased for the three-month period ended March 31, 2011, due to lower sales volume of paints and stains and builders’ hardware (principally due to the loss of Wal-Mart business). Such declines were partially offset by increased selling prices of paints and stains and increased sales of professional paint products.

     Net sales of Other Specialty Products were relatively unchanged for the three-month period ended March 31, 2011, compared with the same period in 2010.

OPERATING MARGINS

     Our gross profit margins were 24.0 percent for the three-month period ended March 31, 2011 compared with 26.6 percent for the comparable periods of 2010. Selling, general and administrative expenses were relatively flat, as a percentage of sales, for the three-month period ended March 31, 2011 compared with the same period in 2010. Results for the three-month period ended March 31, 2011 reflect lower sales volume and a less favorable relationship between selling prices and commodity costs, as well as increased business rationalization expenses.

     We have been focused on the strategic rationalization of our businesses, including business consolidations, plant closures, headcount reductions, system implementations and other initiatives. Operating profit for the three-month period ended March 31, 2011 includes $32 million of costs and charges related to our business rationalizations and other initiatives. For the three-month period ended March 31, 2010, we incurred costs and charges of $14 million related to these initiatives.

     We anticipate that full-year 2011 rationalization charges, for the entire Company, will aggregate approximately $65 million. We continue to evaluate our businesses and the impact of market conditions on our businesses, which may result in additional rationalization charges including severance, plant closure costs and asset impairments.

     Operating margins in the Cabinets and Related Products segment for the three-month period ended March 31, 2011 reflect lower sales volume and the related under-absorption of fixed costs, as well as increased business rationalization expenses, related to previously announced product exits and a less favorable relationship between selling prices and commodity costs, principally in Europe. Such decreases more than offset the benefits associated with business rationalizations and other cost savings initiatives.

19

MASCO CORPORATION

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Operating margins in the Plumbing Products segment for the three-month period ended March 31, 2011 were negatively impacted by a less favorable relationship between selling prices and commodity costs, increased business rationalization expenses and a less favorable product mix. Such declines were partially offset by the benefits associated with business rationalizations and other cost savings initiatives.

     Operating margins in the Installation and Other Services segment were negatively impacted by lower sales volume and the related under-absorption of fixed costs, which offset a more favorable relationship between selling prices and commodity costs, as well as the benefits associated with business rationalizations and other cost savings initiatives.

     Operating margins in the Decorative Architectural Products segment for the three-month period ended March 31, 2011 reflect lower sales volume of paints and stains and builders’ hardware, as well as a less favorable relationship between selling prices and commodity costs related to paints and stains and increased program costs.

     Operating margins in the Other Specialty Products segment for the three-month period ended March 31, 2011 reflect a less favorable relationship between selling prices and commodity costs and increased new product launch and geographic expansion costs.

OTHER INCOME (EXPENSE), NET

     Interest expense for the three-month period ended March 31, 2011 increased $5 million from the comparable period of 2010, primarily due to the issuance of $500 million of 7.125% notes in the first quarter of 2010.

     Other items, net, for the three-month period ended March 31, 2011 included $2 million of currency transaction gains. Other items, net, for the three-month period ended March 31, 2010 included $1 million of currency transaction losses.

     Other items, net, for the three-month period ended March 31, 2011 included a $17 million gain related to the sale of TriMas common stock ($14 million) and a distribution from private equity funds ($3 million).

LOSS PER COMMON SHARE

     Loss (attributable to Masco Corporation) for the three-month period ended March 31, 2011 was $46 million compared with $7 million for the comparable period of 2010. Diluted loss per common share (attributable to Masco Corporation) for the three-month period ended March 31, 2011 was $.13 per common share compared with $.02 per common share for the comparable period of 2010.

     In the first quarter of 2011, we incurred income tax expense of $13 million on a pre-tax loss of $(21) million, primarily due to an increase in the valuation allowance related to net operating losses and losses in certain jurisdictions providing no tax benefit.

     In the first quarter of 2010, our effective tax rate was 82 percent, resulting primarily from a $9 million increase in our liability for uncertain tax positions including interest and penalties, net of U.S. Federal tax benefit. This increase resulted primarily from changes in the tax environment related to activities performed in various jurisdictions that caused a re-measurement of this liability.

20

MASCO CORPORATION

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

OTHER FINANCIAL INFORMATION

     Our current ratio was 2.2 to 1 and 2.3 to 1, respectively, at March 31, 2011 and December 31, 2010.

     For the three months ended March 31, 2011, cash of $160 million was used for operating activities.

     Net cash used by financing activities was $58 million. Financing activities include $27 million for the payment of cash dividends and $30 million for the acquisition of Company common stock in open-market transactions to offset the dilutive impact of long-term stock awards granted in 2011. Net cash used for investing activities was $14 million and included $29 million for capital expenditures offset by $14 million of proceeds related to the sale of TriMas common stock.

     For 2011, we anticipate capital expenditures, excluding any potential 2011 acquisitions, to be approximately $190 million.

     Our cash and cash investments were $1.5 billion and $1.7 billion at March 31, 2011 and December 31, 2010, respectively. Our cash and cash investments consist of overnight interest bearing money market demand and time deposit accounts, money market mutual funds and government securities.

     Of the $1.5 billion and the $1.7 billion of cash and cash investments held at March 31, 2011 and December 31, 2010, respectively, $513 million and $493 million, respectively, is held in foreign subsidiaries. If these funds were needed for our operations in the U.S., their repatriation into the U.S. may result in additional U.S. income taxes or foreign withholding taxes. The amount of such taxes is dependent on the income tax laws and circumstances at the time of distribution.

     We were in compliance with all covenants and had no borrowings under our credit agreement at March 31, 2011.

     We are subject to lawsuits and claims pending or asserted with respect to matters generally arising in the ordinary course of business. Note M to the condensed consolidated financial statements discusses certain specific claims pending against us.

     We believe that our present cash balance, cash flows from operations and, to the extent necessary, bank borrowings and future financial market activities, are sufficient to fund our working capital and other investment needs.

OUTLOOK FOR THE COMPANY

     While we still believe that the second half of 2011 will be stronger than the first half, our enthusiasm has been tempered somewhat. Job growth has been modest at best, energy costs have increased, reflecting the turmoil in the Middle East and most economists have reduced their forecasts for 2011, including for housing starts. Given the uncertainty of the timing and strength of the recovery in our markets, we will continue to focus on the things we can control to improve our execution and strengthen our brands. The Masco Business System continues to drive positive change across the Company. Our cabinet integration is on plan and we expect will ultimately drive fixed cost reductions and share gains; we have strengthened our brands and our focus on innovation is driving exciting opportunities across all of our product groups.

21

MASCO CORPORATION

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

     Longer-term, we are confident about the fundamentals for the new home construction and home improvement markets and we are optimistic about the future. We expect that improvements in our markets and in consumer spending, together with the changes we are driving across Masco and our financial strength, will create significant value for our shareholders.

FORWARD-LOOKING STATEMENTS

     Statements contained in this report that reflect our views about our future performance constitute “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “believe,” “anticipate,” “appear,” “may,” “will,” “intend,” “plan,” “estimate,” “expect,” “assume,” “seek,” and similar references to future periods. These views involve risks and uncertainties that are difficult to predict and, accordingly, our actual results may differ materially from the results discussed in our forward-looking statements. We caution you against relying on any of these forward-looking statements. Our future performance may be affected by our reliance on new home construction and home improvement, our reliance on key customers, the cost and availability of raw materials, shifts in consumer preferences and purchasing practices, and our ability to achieve cost savings through the Masco Business System and other initiatives. These and other factors are discussed in detail in Item 1A, “Risk Factors” in our most recent Annual Report on Form 10-K. Our forward-looking statements in this report speak only as of the date of this report. Factors or events that cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. Unless required by law, we undertake no obligation to update publicly any forward-looking statements as a result of new information, future events or otherwise.

22

MASCO CORPORATION

Item 4. CONTROLS AND PROCEDURES

a. Evaluation of Disclosure Controls and Procedures.

The Company, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of its disclosure controls and procedures as required by Exchange Act Rules 13a-15(b) and 15d-15(b) as of March 31, 2011. Based on this evaluation, the Company’s management, including the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

b. Changes in Internal Control over Financial Reporting. (Subject to SEC Review)

During the first quarter of 2011, we continued a phased deployment of a new Enterprise Resource Planning (“ERP”) system at several branches of Masco Contractor Services, one of the Company’s larger business units. As a result, financial and operating transactions in those branches now utilize the automated functionality relative to revenue recognition and inventory management. This new system represents a process improvement initiative and is not in response to any identified deficiency or weakness in the Company’s internal control over financial reporting. The system implementation is designed, in part, to enhance the overall system of internal control over financial reporting through further automation of various business processes.

There were no other changes in our internal control over financial reporting that occurred during the first quarter of 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

23

MASCO CORPORATION

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

     There have been no material changes to the legal proceedings disclosed in Part I, Item 3, “Legal Proceedings,” of our Annual Report on Form 10-K for the year ended December 31, 2010.

Item 1A. Risk Factors

     There have been no material changes to the risk factors of the Company set forth in Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

     The following table provides information regarding the repurchase of Company common stock for the three months ended March 31, 2011, shares in millions:

					Total Number of		Maximum Number of
					Shares Purchased		Shares That May
	Total Number		Average Price		as Part of		Yet Be Purchased
	of Shares		Paid Per		Publicly Announced		Under the Plans
Period	Purchased		Common Share		Plans or Programs(a)		or Programs
1/1/11– 1/31/11		—		$      —		—		27
2/1/11– 2/28/11		—		$      —		—		27
3/1/11– 3/31/11		2		$ 13.56		2		25
Total for the quarter		2		$ 13.56		2		25

(a) In July 2007, our Board of Directors authorized the purchase of up to 50 million shares of our common stock in open-market transactions or otherwise.

24

MASCO CORPORATION

PART II. OTHER INFORMATION (continued)

Item 6. Exhibits

4	–	Amendment No. 1 dated as of February 11, 2011 to Credit Agreement dated June 21, 2010 by and among Masco Corporation and Masco Europe S.à.r.l. as borrowers, the financial institutions party thereto, and JPMorgan Chase Bank, N.A. as administrative agent for the lenders
12	–	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
31a	–	Certification by Chief Executive Officer Required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
31b	–	Certification by Chief Financial Officer Required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
32	–	Certification Required by Rule 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code
99	–	List of subsidiaries as of March 31, 2011
101	–	Interactive Data File

25

MASCO CORPORATION

PART II. OTHER INFORMATION, concluded

SIGNATURE

     Pursuant to the requirements 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: Name:	/s/ John G. Sznewajs   John G. Sznewajs
	Title:	Vice President, Treasurer and
		Chief Financial Officer
April 28, 2011

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MASCO CORPORATION

EXHIBIT INDEX

Exhibit
Exhibit 4	Amendment No. 1 dated as of February 11, 2011 to Credit Agreement dated June 21, 2010 by and among Masco Corporation and Masco Europe S.à.r.l. as borrowers, the financial institutions party thereto, and JPMorgan Chase Bank, N.A. as administrative agent for the lenders
Exhibit 12	Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends
Exhibit 31a	Certification by Chief Executive Officer Required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
Exhibit 31b	Certification by Chief Financial Officer Required by Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934
Exhibit 32	Certification Required by Rule 13a-14(b) or 15d-14(b) of the Securities Exchange Act of 1934 and Section 1350 of Chapter 63 of Title 18 of the United States Code
Exhibit 99	List of subsidiaries as of March 31, 2011
Exhibit 101	Interactive Data File

EX-4

Exhibit 4

AMENDMENT NO. 1

Dated as of February 11, 2011

to

CREDIT AGREEMENT

Dated as of June 21, 2010

               THIS AMENDMENT NO. 1 (“Amendment”) is made as of February 11, 2011 by and among Masco Corporation, a Delaware corporation (the “Company”), Masco Europe S.à.r.l., a wholly-owned Subsidiary of the Company organized as a société à responsabilité limitée under the laws of the Grand Duchy of Luxembourg (the “Foreign Subsidiary Borrower”; the Company and the Foreign Subsidiary Borrower being referred to collectively as the “Borrowers”), the financial institutions listed on the signature pages hereof and JPMorgan Chase Bank, N.A., in its capacity as administrative agent for the Lenders (the “Administrative Agent”), under that certain Credit Agreement dated as of June 21, 2010 by and among the Borrowers, the financial institutions from time to time party thereto (the “Lenders”) and the Administrative Agent (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings given to them in the Credit Agreement.

               WHEREAS, the Borrower, the Lenders party hereto and the Administrative Agent have agreed to make certain amendments to the Credit Agreement;

               WHEREAS, the parties hereto have agreed to such amendments on the terms and conditions set forth herein;

               NOW, THEREFORE, in consideration of the premises set forth above, the terms and conditions contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto have agreed to enter into this Amendment.

               1. Amendments to Credit Agreement. Upon satisfaction of the conditions precedent set forth in Section 2 below, the Credit Agreement is hereby amended as follows, which amendments shall be deemed to be effective and applicable as of December 31, 2010:

               (a) Section 1.01 of the Credit Agreement is hereby amended to add the following defined term in the proper alphabetical location:

               “Specified Income Tax Expense Add-Backs” has the meaning set forth in Section 5.07(b).

               (b) The definition of “Consolidated Net Income” set forth in Section 1.01 of the Credit Agreement is hereby restated in its entirety as follows:

          “Consolidated Net Income” means, with reference to any period, the net income (or loss) of the Company and its Subsidiaries calculated in accordance with GAAP on a consolidated basis (without duplication) for such period, without any adjustment for net income (or loss) attributable to Equity Interests of a Subsidiary of the Company that are not owned by Company

or one of its Subsidiaries (i.e., non-controlling interests); provided that there shall be excluded any income (or loss) of any Person other than the Company or a Subsidiary, but any such income so excluded may be included in such period or any later period to the extent of any cash dividends or distributions actually paid in the relevant period to the Company or any wholly-owned Subsidiary of the Company.

          (c) Section 5.07(b) of the Credit Agreement is hereby restated in its entirety as follows:

          (b) Maximum Debt to Capitalization. At no time will the ratio of (i) Consolidated Debt to (ii) the sum of (x) Consolidated Debt and (y) Consolidated Adjusted Net Worth exceed 65%; provided, however, that for the purposes of the limitations provided in, and computations under, this Section 5.07(b), “Debt” shall not include (a) with respect to the Company, any Refunding Debt of the Company to the extent that and for so long as such Debt constitutes Refunding Debt, and (b) with respect to any Subsidiary, any Debt of such Subsidiary (including any Refunding Debt) to the extent that and for so long as such Debt is exempt from the incurrence test in Section 5.08(a) as a result of the application of Section 5.08(b); provided, further, that when determining Consolidated Adjusted Net Worth for purposes of clause (ii) above,

the Company shall be entitled to add back, without duplication, the sum of:

	(u)	up to $186,000,000 in the aggregate of Specified Add-Backs attributable to the period from January 1, 2009 through and including March 31, 2010,
plus	(v)	up to $21,700,000 in the aggregate of Specified Add-Backs attributable to the period from April 1, 2010 through and including September 30, 2010,
plus	(w)	up to $593,000,000 of non-cash charges constituting the after-tax amount of impairment of goodwill for the fiscal quarter ending December 31, 2010,
plus	(x)	up to $371,000,000 of Specified Income Tax Expense Add-Backs for the fiscal quarter ended December 31, 2010, and
plus	(y)	up to $350,000,000 in the aggregate of Specified Add-Backs and Specified Income Tax Expense Add-Backs from and after January 1, 2011,

and the Company shall be required to subtract:

(z) from and after January 1, 2011, the amount of any and all reversals of any valuation allowance adjustment added to Consolidated Adjusted Net Worth as Specified Income Tax Expense Add-Backs pursuant to clauses (x) or (y) above to the extent that such a reversal is applied to reduce the Company’s income tax expense; provided that the aggregate amount of all such subtractions during the term of this Agreement shall not exceed the actual aggregate amount added to Consolidated Adjusted Net Worth on account of Specified Income Tax Expense Add-Backs pursuant to clauses (x) and (y) above.

     For purposes of this Section 5.07(b):

2

          (1) “Specified Add-Backs” shall mean and include the following: (i) non-cash charges constituting impairment of goodwill and other intangible assets; (ii) non-cash charges constituting impairment of financial investments of the type set forth in Note E of the Company’s 2008 Form 10-K; (iii) non-cash charges related to discontinued operations; and (iv) any non-cash net reduction to accumulated other comprehensive income (other than reductions related to pensions, post-retirement benefits and similar retirement adjustments) from the amount reflected on the December 31, 2008 balance sheet of the Company.

          (2) “Specified Income Tax Expense Add-Backs” shall mean and include non-cash income tax expense related to a valuation allowance adjustment on the Company’s U.S. deferred tax assets.

               (d) The second sentence of Section 5.08(b) of the Credit Agreement is hereby restated in its entirety as follows:

For purposes of this subsection (b), Debt (whether constituting Debt of the Company or of any Subsidiary) is deemed to be for the purpose of “Refunding” other Debt if and to the extent that (i) no later than five (5) Business Days after the refunding Debt is incurred, the Company delivers to the Administrative Agent written notice stating that the purpose of such Debt is to refund outstanding Debt and specifying the Debt to be refunded, (ii) the proceeds of such refunding Debt are held in the form of cash or Permitted Investments (free of any Lien except a Lien securing the specified Debt to be refunded) until such specified Debt is repaid and (iii) such specified Debt to be refunded is repaid within one hundred fifty (150) days after the refunding Debt is incurred; it being understood and agreed that (x) upon repayment of the specified Debt with proceeds of the refunding Debt, the refunding Debt shall constitute Consolidated Debt for the purposes of Section 5.07(b), and (y) to the extent that the specified Debt is not so repaid within one hundred fifty (150) days after the refunding Debt is originally incurred, the refunding Debt shall constitute Consolidated Debt for purposes of Section 5.07(b) and shall be deemed to be incurred as Debt for the purposes of Section 5.08(a) on the one hundred fifty-first (151^st) day after such original incurrence.

               2. Conditions of Effectiveness. The effectiveness of this Amendment is subject to the conditions precedent that (a) the Administrative Agent shall have received counterparts of this Amendment duly executed by the Borrowers, the Required Lenders and the Administrative Agent, (b) the Company shall have paid, for the account of each Lender signatory hereto, an amendment fee in the amount of 5 basis points on such Lender’s Commitment, and (c) the Borrowers shall have paid all other fees and expenses owing in connection with this Amendment and the other Loan Documents.

               3. Representations and Warranties of the Borrower. Each Borrower hereby represents and warrants as follows:

               (a) The execution, delivery and performance by such Borrower of this Amendment and the Credit Agreement, as amended hereby, are within such Borrower’s respective corporate or other like powers, have been duly authorized by all necessary corporate or other like action, require no action by or in respect of, or filing with, any Governmental Authority (except filings under the Securities Exchange Act of 1934) and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation or by-laws or other constitutive documents of such Borrower or of (i) any material agreement, indenture or instrument binding upon such Borrower (which, for the avoidance of doubt, shall be deemed to include any agreement, indenture or instrument evidencing Material Obligations), or (ii) any material judgment, injunction, order, decree or other instrument binding

3

upon such Borrower, or result in the creation or imposition of any Lien on any asset of the Company or any of its Subsidiaries.

               (b) This Amendment and the Credit Agreement, as amended hereby, have been duly executed and delivered by such Borrower and constitute legal, valid and binding obligations of such Borrower, enforceable against such party in accordance with their respective terms, except as the same may be limited by bankruptcy, insolvency or similar laws affecting creditors’ rights generally and by general principles of equity.

               (c) As of the date hereof and after giving effect to the terms of this Amendment, (i) no Default shall have occurred and be continuing and (ii) the representations and warranties of the Borrower set forth in the Credit Agreement, as amended hereby, are true and correct in all material respects on and as of the date hereof, unless specifically stated to have been made on a previous date, in which case such representation and warranty shall be true and correct in all material respects as of such date.

               4. Reference to and Effect on the Credit Agreement.

               (a) Upon the effectiveness hereof, each reference to the Credit Agreement in the Credit Agreement or any other Loan Document shall mean and be a reference to the Credit Agreement as amended hereby.

               (b) Except as specifically amended above, the Credit Agreement (including, without limitation, the Company’s guaranty of the obligations of the Foreign Subsidiary Borrower incorporated therein) and all other documents, instruments and agreements executed and/or delivered in connection therewith shall remain in full force and effect and are hereby ratified and confirmed.

               (c) The execution, delivery and effectiveness of this Amendment shall not operate as a waiver of any right, power or remedy of the Administrative Agent or the Lenders, nor constitute a waiver of any provision of the Credit Agreement or any other documents, instruments and agreements executed and/or delivered in connection therewith.

               5. Governing Law. This Amendment shall be construed in accordance with and governed by the law of the State of New York.

               6. Headings. Section headings in this Amendment are included herein for convenience of reference only and shall not constitute a part of this Amendment for any other purpose.

               7. Counterparts. This Amendment may be executed by one or more of the parties hereto on any number of separate counterparts, and all of said counterparts taken together shall be deemed to constitute one and the same instrument. Signatures delivered by facsimile or PDF shall have the same force and effect as manual signatures delivered in person.

[Signature Pages Follow]

4

          IN WITNESS WHEREOF, this Amendment has been duly executed as of the day and year first above written.

MASCO CORPORATION, as a Borrower
By	/s/ John G. Sznewajs
	Name:	John G. Sznewajs
	Title:	Vice President, Treasurer Chief Financial Officer
MASCO EUROPE S.À.R.L.., as a Borrower
By	/s/ John G. Sznewajs
	Name:	John G. Sznewajs
	Title:	Manager
By	/s/ Jerry W. Mollien
	Name:	Jerry W. Mollien
	Title:	Manager

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

JPMORGAN CHASE BANK, N.A., individually as a Lender, as the Swingline Lender, as the Principal Issuing Bank and as Administrative Agent
By	/s/ Krys Szremski
	Name:	Krys Szremski
	Title:	Vice President

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

Citibank, N.A., as a Lender
By	/s/ Mark Floyd
	Name:	Mark Floyd
	Title:	Vice President

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

ROYAL BANK OF CANADA, as a Lender
By	/s/ Meredith Majesty
	Name:	Meredith Majesty
	Title:	Authorized Signatory

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

Wells Fargo Bank, N.A., as a Lender
By	/s/ Joseph C. Giampetroni
	Name:	Joseph C. Giampetroni
	Title:	Managing Director

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

DEUTSCHE BANK AG — NEW YORK BRANCH, as a Lender
By	/s/ Frederick W. Laird
	Name:	Frederick W. Laird
	Title:	Managing Director
By	/s/ Edward D. Herko
	Name:	Edward D. Herko
	Title:	Director

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

Sumitomo Mitsui Banking Corporation, as a Lender
By	/s/ William M. Ginn
	Name:	William M. Ginn
	Title:	Executive Officer

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

PNC BANK, NATIONAL ASSOCIATION, as a Lender
By	/s/ Richard C. Hampson
	Name:	Richard C. Hampson
	Title:	Senior Vice President

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

Bank of America N.A., as a Lender
By	/s/ Michael J. Balok
	Name:	Michael J. Balok
	Title:	Managing Director

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

COMERICA BANK, as a Lender
By	/s/ Jessica M. Migliore
	Name:	Jessica M. Migliore
	Title:	Vice President

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

Commerzbank AG, New York and Grand Cayman Branches, as a Lender
By	/s/ Patrick Hartweger
	Name:	Patrick Hartweger
	Title:	Managing Director
By	/s/ Peter Wesemeier
	Name:	Peter Wesemeier
	Title:	Vice President

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

Fifth Third Bank, an Ohio banking corporation, as a Lender
By	/s/ Brian Jelinski
	Name:	Brian Jelinski
	Title:	Assistant Vice President

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

U.S. Bank, NA, as a Lender
By	/s/ Jeffrey S. Johnson
	Name:	Jeffrey S. Johnson
	Title:	Vice President

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

THE NORTHERN TRUST COMPANY, as a Lender
By	/s/ Anne Nickel
	Name:	Anne Nickel
	Title:	Officer

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

Dexia Banque Internationale à Luxembourg, as a Lender
By	/s/ André Poorters
	Name:	André Poorters
	Title:	Managing Director
By	/s/ Tom Lessel
	Name:	Tom Lessel
	Title:	Deputy Director

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

NORDEA BANK FINLAN PLC, NEW YORK & CAYMAN ISLANDS BRANCHES, as a Lender
By	/s/ Henrik M. Steffensen
	Name:	Henrik M. Steffensen
	Title:	Executive Vice President
By	/s/ Leena Parker
	Name:	Leena Parker
	Title:	First Vice President

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

THE BANK OF NEW YORK MELLON, as a Lender
By	/s/ John T. Smathers
	Name:	John T. Smathers
	Title:	First Vice President

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

The Bank of Tokyo-Mitsubishi UFJ, Ltd., as a Lender
By	/s/ Victor Pierzchalski
	Name:	Victor Pierzchalski
	Title:	Authorized Signatory

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

HSBC Bank USA, NA, as a Lender
By	/s/ Gregory R. Duval
	Name:	Gregory R. Duval
	Title:	Vice President

Signature Page to Amendment No. 1
Masco Corporation
Credit Agreement dated as of June 21, 2010

EX-12

Exhibit 12

MASCO CORPORATION
Computation of Ratio of Earnings to Combined Fixed Charges and Preferred Stock Dividends

	(Dollars in Millions)
	Three
	Months
	Ended
	Mar. 31,			Year Ended December 31,
	2011			2010			2009			2008			2007			2006
Earnings Before Income Taxes, Preferred Stock Dividends and Fixed Charges:
(Loss) income from continuing operations before income taxes	$	(21	)	$	(777	)	$	(151	)	$	(193	)	$	876		$	891
Deduct equity in undistributed loss (earnings) of fifty-percent-or- less-owned companies		—			—			—			(1	)		(2	)		(1	)
Add interest on indebtedness, net		64			249			224			228			258			241
Add amortization of debt expense		2			7			5			4			5			4
Add estimated interest factor for rentals		8			36			44			51			55			52
Earnings before income taxes, noncontrolling interest, net, fixed charges and preferred stock dividends	$	53		$	(485	)	$	122		$	89		$	1,192		$	1,187
Fixed Charges:
Interest on indebtedness	$	62		$	246		$	221		$	228		$	259		$	241
Amortization of debt expense		2			7			5			4			5			4
Estimated interest factor for rentals		8			36			44			51			55			52
Total fixed charges	$	72		$	289		$	270		$	283		$	319		$	297
Preferred stock dividends(a)	$	—		$	—		$	—		$	—		$	—		$	—
Combined fixed charges and preferred stock dividends	$	72		$	289		$	270		$	283		$	319		$	297
Ratio of earnings to fixed charges		.7			(1.7	)		0.5			0.3			3.7			4.0
Ratio of earnings to combined fixed charges and preferred stock dividends		.7			(1.7	)		0.5			0.3			3.7			4.0
Ratio of earnings to combined fixed charges and preferred stock dividends excluding certain items (b)		.7			0.9			1.5			2.2			4.2			5.4

(a)

Represents amount of income before provision for income taxes required to meet the preferred stock dividend requirements of the Company.

(b)

Excludes the 2010 non-cash, pre-tax impairment charge for financial investments of $34 million; the 2009 non-cash, pre-tax charge for goodwill impairment of $262 million; non-cash, pre-tax impairment charge for financial investments of $10 million and litigation expense of $7 million; 2008 non-cash, pre-tax impairment charge for goodwill and other intangible assets of $467 million, financial investments of $58 million and litigation expense of $9 million; 2007 non-cash, pre-tax impairment charges for goodwill and other intangible assets of $119 million and the non-cash, pre-tax charge for financial investments of $22 million; and the 2006 non-cash, pre-tax impairment charges for goodwill and financial investments of $317 million and $101 million, respectively, and the pre-tax income related to the Behr litigation settlement of $1 million.

27

EX-31.A

Exhibit 31a

MASCO CORPORATION
Certification Required by Rule 13a-14(a) or 15d-14(a)
of the Securities Exchange Act of 1934

I, Timothy Wadhams, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Masco Corporation (the Registrant);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2011	By:	/s/ Timothy Wadhams
		Timothy Wadhams
		President and Chief Executive Officer

EX-31.B

Exhibit 31b

MASCO CORPORATION
Certification Required by Rule 13a-14(a) or 15d-14(a)
of the Securities Exchange Act of 1934

I, John G. Sznewajs, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Masco Corporation (the Registrant);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by this report based on such evaluation; and
d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: April 28, 2011	By:	/s/ John G. Sznewajs
		John G. Sznewajs
		Vice President, Treasurer and Chief Financial Officer

EX-32

Exhibit 32

MASCO CORPORATION
Certification Required by Rule 13a-14(b) or 15d-14(b)
of the Securities Exchange Act of 1934 and

Section 1350 of Chapter 63 of Title 18 of the
United States Code

     The certification set forth below is being submitted in connection with the Masco Corporation Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2011 (the “Report”) for the purpose of complying with Rule 13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 (the “Exchange Act”) and Section 1350 of Chapter 63 of Title 18 of the United States Code.

     Timothy Wadhams, the President and Chief Executive Officer, and John G. Sznewajs, the Vice President, Treasurer and Chief Financial Officer, of Masco Corporation, each certifies that, to the best of his knowledge:

1.	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.	The information contained in the Report fairly presents, in all material respects, the consolidated financial condition and results of operations of Masco Corporation.

Date: April 28, 2011	/s/ Timothy Wadhams
	Name:	Timothy Wadhams
	Title:	President and Chief Executive Officer
Date: April 28, 2011	/s/ John G. Sznewajs
	Name:	John G. Sznewajs
	Title:	Vice President, Treasurer and Chief Financial Officer

EX-99

Exhibit 99

MASCO CORPORATION
(a Delaware corporation)

The following is an updated list of Masco Corporation’s subsidiaries as of March 31, 2011.*

	JURISDICTION OF
NAME	FORMATION
Alsons Corporation	Michigan
Arrow Fastener Co., LLC	Delaware
Behr Asia S. á r.l.	Luxembourg
Behr (Beijing) Paint Company Limited	China
Behr Holdings Corporation	Delaware
Behr Process Corporation	California
Behr Paint Corp.	California
BEHR PAINTS IT!, INC.	California
Behr Process Canada Ltd.	Canada
BPC Realty LLC	Delaware
Masterchem Industries LLC	Missouri
ColorAxis, Inc.	California
Behr Process Paints (India) Private Limited	India
Brass-Craft Manufacturing Company	Michigan
Masco Canada Limited	Canada
Tempered Products Inc.	Taiwan
Brasstech, Inc.	California
Brasstech de Mexico, S.A. DE C.V	Mexico
Cobra Products, Inc.	Delaware
Delta Faucet Company Brasil Metais Sanitários Ltda.	Brazil
d-Scan, Inc.	Delaware
EnergySense, Inc.	Delaware
Epic Fine Arts Company	Delaware
Landex, Inc.	Michigan
DM Land, LLC	Michigan
Landex of Wisconsin, Inc.	Wisconsin
Liberty Hardware Mfg. Corp.	Florida
Masco Asia (Shenzhen) Co, Ltd	China
Masco Administrative Services, Inc.	Delaware
Airex II, LLC	Michigan
Masco Asia Pacific Pte Ltd	Singapore
Masco Bath Corporation	Tennessee
Tombigbee Transport Corporation	Tennessee
Masco Building Products Corp.	Delaware
Weiser Thailand1	Thailand
Masco Cabinetry LLC	Delaware
Benchmark Kitchen & Bath Design Studios Inc.	California
Masco Cabinetry Middlefield LLC	Ohio
Masco Cabinetry Canada Ltd.	Ontario

1	Masco Corporation effective ownership is 48.99% of which Masco Building Products Corp. owns 48.99%
*	Directly owned subsidiaries are located at the left margin, each subsidiary tier thereafter is indicated by single, double, triple, etc., indentation and are listed under the names of their respective parent entities. Certain of these entities may also use trade names or other assumed names in the conduct of their business.

- 1 -

	JURISDICTION OF
NAME	FORMATION
Masco Cabinetry Transport Co.	Delaware
Masco Capital Corporation	Delaware
Masco Chile Limitada	Chile
Masco Conference Training Center: Metamora, Inc.	Michigan
Masco Corporation of Indiana	Indiana
Delta Faucet (China) Co. Ltd.	China
Delta Faucet Company of Tennessee	Delaware
Masco Europe, Inc.	Delaware
Masco Europe SCS	Luxembourg
Masco Europe S. á r.l.	Luxembourg
Masco Belgium BVBA	Belgium
Masco Corporation Limited	United Kingdom
Bristan Group Limited	United Kingdom
Cambrian Windows Limited	United Kingdom
Duraflex Limited	United Kingdom
Liberty Hardware Mfg U.K. Limited	United Kingdom
UK Windows Group Ltd.	United Kingdom
Moore Group Limited	United Kingdom
Moores Furniture Group Limited	United Kingdom
Premier Trade Frames Ltd.	United Kingdom
Watkins Distribution UK Limited	United Kingdom
Masco Denmark ApS	Denmark
Tvilum ApS	Denmark
Tvilum-Scanbirk GmbH	Germany
Masco Europe Financial SCS	Luxembourg
Masco Europe Financial S. á r.l.	Luxembourg
Masco Germany Holding GmbH	Germany
Hüppe GmbH	Germany
Hüppe Gesellschaft mbH	Austria
Hüppe Belgium S.A.	Belgium
Hüppe s.r.o.	Czech Republic
Hüppe S. á r.l.	France
Hüppe Kft.	Hungary
Hüppe Duscha GmbH	Germany
Hüppe B.V.	Netherlands
Hüppe Spólka z.o.o.	Poland
Hüppe S.L.	Spain
Hüppe Insaat Sanayi ve Ticaret A.S.	Turkey
Hüppe GmbH	Switzerland
Hüppe UK Limited	United Kingdom
Masco GmbH	Germany
Masco Beteiligungsgesellschaft mbH	Germany
Hansgrohe AG 2	Germany
Hansgrohe Deutschland Vertriebs GmbH	Germany
Hansgrohe International GmbH	Germany

2	Masco Corporation effective ownership is 68.35% of which Masco Beteiligungsgesellschaft mbH owns 68.35%.
*	Directly owned subsidiaries are located at the left margin, each subsidiary tier thereafter is indicated by single, double, triple, etc., indentation and are listed under the names of their respective parent entities. Certain of these entities may also use trade names or other assumed names in the conduct of their business.

- 2 -

	JURISDICTION OF
NAME	FORMATION
Hansgrohe S.A.	Argentina
Hansgrohe Pty Ltd	Australia
Hansgrohe Handelsges.mbH	Austria
Hansgrohe N.V.	Belgium
Hansgrohe Brasil Metals Santitários Ltda.	Brazil
Hansgrohe Sanitary Products (Shanghai) Co. Ltd.	China
Hansgrohe d.o.o.	Croatia
Hansgrohe Middle East and Africa Ltd.	Cyprus
Hansgrohe CS, s.r.o.	Czech Republic
Hansgrohe A/S	Denmark
Hansgrohe Wasselonne, S.A.	France
Hansgrohe S. á r.l.	France
Hansgrohe, Inc.	Georgia
Hansgrohe Kft.	Hungary
Hansgrohe India Private Ltd.	India
Hansgrohe s.r.l.	Italy
Hansgrohe Japan K.K	Japan
Hansgrohe S. de R. L. de C. V.	Mexico
Hansgrohe B.V.	Netherlands
Cleopatra Holding B.V.	Netherlands
Hansgrohe Sp. z.o.o.	Poland
Hansgrohe SA (Pty) Ltd.	Republic of South Africa
Hansgrohe ooo	Russia
Hansgrohe d.o.o.	Serbia
Hans Grohe Pte. Ltd.	Singapore
Hansgrohe S.A.U.	Spain
Hansgrohe A.B.	Sweden
Hansgrohe AG	Switzerland
Hans Grohe Ltd.	United Kingdom
Pontos GmbH	Germany
Masco Ireland Ltd.	Ireland
Watkins Europe BVBA	Belgium
Peerless Sales Corporation	Delaware
Masco Europe SCS	Luxembourg
Masco Home Products S. á r.l.	Luxembourg
Masco Home Products Private Limited	India
Masco Home Services, Inc.	Delaware
Masco Product Design, Inc.	Delaware
Masco Retail Sales Support, Inc.	Delaware
Liberty Hardware Retail & Design Services LLC	Delaware
Masco HD Support Services, LLC	Delaware
Masco WM Support Services, LLC	Delaware
Masco Services Group Corp.	Delaware
Masco Contractor Services, LLC	Delaware
American National Services, Inc.	California
Coast Insulation Contractors, Inc.	California
InsulPro Projects, Inc.	Washington

* Directly owned subsidiaries are located at the left margin, each subsidiary tier thereafter is indicated by single, double, triple, etc., indentation and are listed under the names of their respective parent entities. Certain of these entities may also use trade names or other assumed names in the conduct of their business.

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	JURISDICTION OF
NAME	FORMATION
Sacramento Insulation Contractors	California
Superior Contracting Corporation	Delaware
Builder Services Group, Inc.	Florida
Cabinet Supply, Inc.	Delaware
InsulPro Industries Inc.	Canada
Western Insulation Holdings, LLC	California
Western Insulation, L.P.	California
Williams Consolidated Delaware LLC	Delaware
Williams Consolidated I, Ltd.	Texas
Masco Contractor Services of California, Inc.	California
Masco Framing Corp.	Delaware
Door Sales & Installations, LLC	Arizona
Erickson Acquisition 3, LLC	Delaware
Erickson Building Components, a California Limited Partnership	California
Erickson Construction, LP	California
Erickson Roseville, LLC	California
Erickson Building Components, LLC	Arizona
Erickson Construction, LLC	Nevada
Erickson Construction, LLC	Arizona
Erickson Chandler, LLC	Arizona
Precision Framing Systems, Inc.	Delaware
Service Partners, LLC	Virginia
Blow in Blanket, LLC	Virginia
Cell-Pak, LLC	Alabama
Denver Southwest, LLC	North Carolina
Houston Enterprises, LLC	Virginia
Industrial Products Co., LLC	Virginia
Insul-Mart, LLC	Virginia
Insulation Sales of Michigan, LLC	Virginia
Johnson Products, LLC	Virginia
Lilienthal Insulation Company, LLC	Virginia
Moore Products, LLC	Virginia
Renfrow Insulation, LLC	Virginia
Renfrow Supply, LLC	Virginia
Service Partners Gutter Supply, LLC	Virginia
Service Partners Northwest, LLC	Virginia
Thermoguard Insulation Company, LLC	Virginia
Service Partners Supply, LLC	California
Service Partners of Florida, LLC	Virginia
Service Partners of Georgia, LLC	Virginia
Service Partners of the Carolinas, LLC	Virginia
Vest Insulation, LLC	Virginia
Masco Services, Inc.	Delaware
Masco Support Services, Inc.	Delaware
Mascomex S.A. de C.V.	Mexico
Masterchem Brands, Inc.	Missouri

* Directly owned subsidiaries are located at the left margin, each subsidiary tier thereafter is indicated by single, double, triple, etc., indentation and are listed under the names of their respective parent entities. Certain of these entities may also use trade names or other assumed names in the conduct of their business.

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	JURISDICTION OF
NAME	FORMATION
MC Air, LLC	Michigan
Milgard Manufacturing Incorporated	Washington
Mirolin Industries Corp.	Ontario
Morgantown Plastics Company	Delaware
My Service Center, Inc.	Delaware
NCFII Holdings Inc.	Delaware
North Carolina STM, Inc.	Delaware
RDJ Limited	Bahamas
Arrow Fastener (U.K.) Limited	United Kingdom
Jardel Distributors, Inc.	Canada
Retro Energy Solutions, Inc.	Delaware
Vapor Tech. (China) Co. Ltd. 3	Brit. Virgin Islands
Vapor Tech (China) WOFE	China
Vapor Technologies, Inc.	Delaware
Watkins Manufacturing Corporation	California
Hot Spring Spas New Zealand Limited4	New Zealand
Tapicerias Pacifico, SA de CV	Mexico

3	Masco Corporation ownership is 66% and Jing Mei Industrial Holdings Limited ownership is 34%.
4	Masco Corporation effective ownership is 51.00% of which Watkins Manufacturing Corporation owns 50.00%.
*	Directly owned subsidiaries are located at the left margin, each subsidiary tier thereafter is indicated by single, double, triple, etc., indentation and are listed under the names of their respective parent entities. Certain of these entities may also use trade names or other assumed names in the conduct of their business.

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