Item 8.01 Other Events

On September 18, 2020, Masco Corporation (the "Company") consummated the issuance and sale of $300,000,000 aggregate principal amount of its 2.000% Notes Due 2030 (the "2030 Notes") and $100,000,000 aggregate principal amount of its 4.500% Notes Due 2047 (the "2047 Notes" and, together with the 2030 Notes, the "Notes"), pursuant to an underwriting agreement (the "Underwriting Agreement") dated September 9, 2020 among the Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBC Capital Markets, LLC, as representatives of the several underwriters named therein. The Underwriting Agreement includes the terms and conditions for the Notes, indemnification and contribution obligations, and other terms and conditions customary in agreements of this type.

The Underwriting Agreement is being filed as Exhibit 1.1 to this Current Report on Form 8-K, which is to be incorporated by reference in its entirety into the Company's Registration Statement on Form S-3 filed on February 7, 2019 (File No. 333-229556), including the prospectus contained therein (the "Registration Statement").

The Notes were offered pursuant to the Registration Statement and a related prospectus supplement dated September 9, 2020.

The material terms and conditions of the 2030 Notes and the 2047 Notes are set forth in the resolutions establishing the terms of the Notes and the forms of global note filed herewith as Exhibit 4.1 and Exhibit 4.2, respectively, and incorporated by reference herein, and in the Indenture, as supplemented by First Supplemental Indenture, filed as Exhibit 4.b to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2016 filed on February 9, 2017, as further supplemented by the Second Supplemental Indenture filed herewith as Exhibit 4.3.

Item 9.01 Financial Statements and Exhibits





(d) Exhibits.



   1.1     Underwriting Agreement, dated September 9, 2020, among the Company and
         Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBC Capital
         Markets, LLC, as representatives of the several underwriters named
         therein




   4.1     Resolutions establishing the terms of the 2.000% Notes Due 2030 and
         form of global note




   4.2     Resolutions establishing the terms of the 4.500% Notes Due 2047 and
         form of global note




   4.3     Second Supplemental Indenture dated as of September 18, 2020 to the
         Indenture dated as of February 12, 2001 between Masco Corporation and The
         Bank of New York Mellon Trust Company, N.A., as successor trustee under
         agreement originally with Bank One Trust Company, National Association,
         as Trustee, as supplemented




   5.1     Opinion of Kenneth G. Cole, Esq.




   23.1     Consent of Kenneth G. Cole, Esq. (contained in Exhibit 5.1)

104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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