Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)

Filed pursuant to Rule 433

Registration No. 333-209514

Issuer Free Writing Prospectus dated June 12, 2017

Relating to Preliminary Prospectus Supplement dated June 12, 2017

MASCO CORPORATION

PRICING TERM SHEETS

$300,000,000 3.500% NOTES DUE 2027


ISSUER:		Masco Corporation

TITLE OF SECURITIES:		3.500% Notes Due 2027

EXPECTED RATINGS*:		Ba1 (stable) by Moody’s Investors Service, Inc., BBB (stable) by Standard & Poor’s Rating Services and BBB- (stable) by Fitch Ratings Inc.

TRADE DATE:		June 12, 2017

SETTLEMENT DATE (T+7):		June 21, 2017

MATURITY DATE:		November 15, 2027

AGGREGATE PRINCIPAL AMOUNT OFFERED:		$300,000,000

PRICE TO PUBLIC (ISSUE PRICE):		99.907%

BENCHMARK TREASURY:		2.375% due May 15, 2027

BENCHMARK TREASURY PRICE AND YIELD:		101-14+; 2.211%

YIELD TO MATURITY:		3.511%

SPREAD TO BENCHMARK TREASURY:		+ 130 basis points

INTEREST RATE:		3.500% per annum

INTEREST PAYMENT DATES:		Semi-annually on each May 15 and November 15, commencing on November 15, 2017

DENOMINATIONS:		$2,000 by $1,000



OPTIONAL REDEMPTION:		The notes will be redeemable at our option at any time, in whole or in part, at the “Redemption Price.” Prior to August 15, 2027 (three months prior to the maturity of the Securities), the Redemption Price is the greater of (i) 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest to the redemption date, and (ii) the sum of the present values of the principal amount of and remaining scheduled payments of interest on the notes to be redeemed that would be due if such notes matured on August 15, 2027 but for the redemption (exclusive of interest accrued as of the redemption date) discounted from the scheduled payment dates to the redemption date on a semi-annual basis at the Treasury Rate plus 20 basis points, plus accrued and unpaid interest to the redemption date. On and after August 15, 2027 (three months prior to the maturity of the notes), the Redemption Price will equal 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest to the redemption date. In each case described in this paragraph, the Redemption Price will include accrued and unpaid interest thereon to the date of redemption.

CHANGE OF CONTROL:		Upon the occurrence of a change of control repurchase event, we will be required to make an offer to purchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase.

JOINT BOOK-RUNNING MANAGERS:		Citigroup Global Markets Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC RBC Capital Markets, LLC SunTrust Robinson Humphrey, Inc.

SENIOR CO-MANAGERS:		Fifth Third Securities, Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated PNC Capital Markets LLC Wells Fargo Securities, LLC



CO-MANAGERS:		Comerica Securities, Inc. Commerz Markets LLC HSBC Securities (USA) Inc. The Huntington Investment Company SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. The Williams Capital Group, L.P.

CUSIP/ISIN:		574599BN5 / US574599BN52

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

$300,000,000 4.500% NOTES DUE 2047


ISSUER:		Masco Corporation

TITLE OF SECURITIES:		4.500% Notes Due 2047

EXPECTED RATINGS*:		Ba1 (stable) by Moody’s Investors Service, Inc., BBB (stable) by Standard & Poor’s Rating Services and BBB- (stable) by Fitch Ratings Inc.

TRADE DATE:		June 12, 2017

SETTLEMENT DATE (T+7):		June 21, 2017

MATURITY DATE:		May 15, 2047

AGGREGATE PRINCIPAL AMOUNT OFFERED:		$300,000,000

PRICE TO PUBLIC (ISSUE PRICE):		99.645%

BENCHMARK TREASURY:		3.000% due February 15, 2047

BENCHMARK TREASURY PRICE AND YIELD:		102-17 1/4; 2.872%

YIELD TO MATURITY:		4.522%

SPREAD TO BENCHMARK TREASURY:		+ 165 basis points

INTEREST RATE:		4.500% per annum

INTEREST PAYMENT DATES:		Semi-annually on each May 15 and November 15, commencing on November 15, 2017

DENOMINATIONS:		$2,000 by $1,000

OPTIONAL REDEMPTION:		The notes will be redeemable at our option at any time, in whole or in part, at the “Redemption Price.” Prior to November 15, 2046 (six months prior to the maturity of the Securities), the Redemption Price is the greater of (i) 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest to the redemption date, and (ii) the sum of the present values of the principal amount of and remaining scheduled payments of interest on the notes to be redeemed


		that would be due if such notes matured on November 15, 2046 but for the redemption (exclusive of interest accrued as of the redemption date) discounted from the scheduled payment dates to the redemption date on a semi-annual basis at the Treasury Rate plus 25 basis points, plus accrued and unpaid interest to the redemption date. On and after November 15, 2046 (six months prior to the maturity of the notes), the Redemption Price will equal 100% of the principal amount of such notes to be redeemed, plus accrued and unpaid interest to the redemption date. In each case described in this paragraph, the Redemption Price will include accrued and unpaid interest thereon to the date of redemption.

CHANGE OF CONTROL:		Upon the occurrence of a change of control repurchase event, we will be required to make an offer to purchase the notes at a price equal to 101% of their principal amount plus accrued and unpaid interest to the date of repurchase.

JOINT BOOK-RUNNING MANAGERS:		Citigroup Global Markets Inc. Deutsche Bank Securities Inc. J.P. Morgan Securities LLC RBC Capital Markets, LLC SunTrust Robinson Humphrey, Inc.

SENIOR CO-MANAGERS:		Fifth Third Securities, Inc. Merrill Lynch, Pierce, Fenner & Smith Incorporated PNC Capital Markets LLC Wells Fargo Securities, LLC

CO-MANAGERS:		Comerica Securities, Inc. Commerz Markets LLC HSBC Securities (USA) Inc. The Huntington Investment Company SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. The Williams Capital Group, L.P.

CUSIP/ISIN:		574599BM7 / US574599BM79

*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.

The issuer has filed a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. at (800) 831-9146, Deutsche Bank Securities Inc. at (800) 503-4611, J.P. Morgan Securities at (212) 834-4533, RBC Capital Markets, LLC at (866) 375-6829, or SunTrust Robinson Humphrey, Inc. at (800) 685-4786.

It is expected that delivery of the notes will be made against payment therefor on or about June 21, 2017, which is the seventh business day following the date hereof (such settlement cycle being referred to as “T+7”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the date of pricing or the next three succeeding business days will be required, by virtue of the fact that the notes initially will settle in T+7, to specify an alternative settlement cycle at the time of any such trade to prevent failed settlement and should consult their own advisors.

Any disclaimers or other notices that may appear below are not applicable to this communication and should be disregarded. Such disclaimers or other notices were automatically generated as a result of this communication being sent via Bloomberg or another email system.

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