UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
Masco Corporation
(Name of Issuer)
Common Stock
(Title of Class of Securities)
574599106
(CUSIP Number)
December 31, 2010
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of
the Act (however, see the Notes).
CUSIP: 574599106 Page 1 of 7
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Capital World Investors **
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
5 SOLE VOTING POWER
22,914,951
6 SHARED VOTING POWER
NUMBER OF
SHARES NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING 34,142,764
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
34,142,764 Beneficial ownership disclaimed pursuant to Rule
13d-4
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.5%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IA
** A division of Capital Research and Management Company (CRMC)
CUSIP: 574599106 Page 2 of 7
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
The Income Fund of America
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE
INSTRUCTIONS) (a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Maryland
5 SOLE VOTING POWER
NONE
6 SHARED VOTING POWER
NUMBER OF
SHARES NONE
BENEFICIALL
Y OWNED BY
7 SOLE DISPOSITIVE POWER
EACH
REPORTING NONE
PERSON
WITH:
8 SHARED DISPOSITIVE POWER
NONE
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,789,951 Please note: The Income Fund of America no longer
votes the shares held. The Income Fund of America has delegated
voting authority to Capital World Investors, a division of the funds'
investment advisor.
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.1%
12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IV
CUSIP: 574599106 Page 3 of 7
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Schedule 13G
Under the Securities Exchange Act of 1934
Amendment No. 2
Item 1(a) Name of Issuer:
Masco Corporation
Item 1(b) Address of Issuer's Principal Executive Offices:
21001 Van Born Road
Taylor, MI 48180
Item 2(a) Name of Person(s) Filing:
Capital World Investors and The Income Fund of America
Item 2(b) Address of Principal Business Office or, if none,
Residence:
333 South Hope Street
Los Angeles, CA 90071
Item 2(c) Citizenship: N/A
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
574599106
Item 3 If this statement is filed pursuant to sections 240.13d-1(b)
or 240.13d-2(b) or (c), check whether the person filing is a:
(d) [X] Investment company registered under section 8
of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [X] An investment adviser in accordance with
section 240.13d-1(b)(1)(ii)(E).
Item 4 Ownership
Provide the following information regarding the aggregate
number and percentage of the class of securities of the issuer
identified in Item 1.
(a) Amount beneficially owned:
(b) Percent of class:
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
(iv) Shared power to dispose or to direct the disposition of:
See pages 2 and 3
Capital World Investors is deemed to be the beneficial owner of
34,142,764 shares or 9.5% of the 358,500,000 shares of Common
Stock believed to be outstanding as a result of CRMC acting as
CUSIP: 574599106 Page 4 of 7
investment adviser to various investment companies registered
under Section 8 of the Investment Company Act of 1940.
The Income Fund of America, an investment company registered
under the Investment Company Act of 1940, which is advised by
Capital Research and Management Company ("CRMC"), is the
beneficial owner of 21,789,951 shares or 6.1% of the
358,500,000 shares of Common Stock believed to be outstanding.
CRMC manages equity assets for various investment companies
through two divisions, Capital Research Global Investors and
Capital World Investors. These divisions generally function
separately from each other with respect to investment research
activities and they make investment decisions and proxy voting
decisions for the investment companies on a separate basis.
Item 5 Ownership of Five Percent or Less of a Class. If this
statement is being filed to report the fact that as of the date
hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities,
check the following: [ ]
Item 6 Ownership of More than Five Percent on Behalf of Another
Person: One or more clients of Capital World Investors have the
right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the Common
Stock of Masco Corporation. Capital World Investors holds more
than five percent of the outstanding Common Stock of Masco
Corporation as of December 31, 2010 on behalf of each of the
following client(s):
The Income Fund of America
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company or Control Person: N/A
Item 8 Identification and Classification of Members of the Group:
N/A
Item 9 Notice of Dissolution of Group: N/A
Item 10 Certification
By signing below, I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired and
are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the effect
of changing or influencing the control of the issuer of the
securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose
or effect.
CUSIP: 574599106 Page 5 of 7
Signature
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this
statement is true, complete and correct.
Date: February 9, 2011
Signature: Robert W. Lovelace***
Name/Title: Robert W. Lovelace - Senior Vice
President
Capital World Investors
Date: February 9, 2011
Signature: Patrick F. Quan***
Name/Title: Patrick F. Quan - Secretary
The Income Fund of America, Inc.
***By /s/ Donald H. Rolfe
Donald H. Rolfe
Attorney-in-fact
Signed pursuant to a Power of Attorney dated December 20,
2010 included as an Exhibit to Schedule 13G filed with the
Securities and Exchange Commission by Capital World Investors
on January 10, 2011 with respect to Georgia Gulf Corporation.
CUSIP: 574599106 Page 6 of 7
AGREEMENT
Los Angeles, CA
Capital World Investors ("CWI") and The Income Fund of America
("IFA") hereby agree to file a joint statement on Schedule 13G under
the Securities Exchange Act of 1934 (the "Act") in connection with
their beneficial ownership of Common Stock issued by Masco Corporation.
CWI and IFA state that they are each entitled to individually use
Schedule 13G pursuant to Rule 13d-1(c) of the Act.
CWI and IFA are each responsible for the timely filing of the
statement and any amendments thereto, and for the completeness and
accuracy of the information concerning each of them contained therein
but are not responsible for the completeness or accuracy of the
information concerning the others.
CAPITAL WORLD INVESTORS
BY: Robert W. Lovelace***
Robert W. Lovelace - Senior
Vice President
Capital World Investors
THE INCOME FUND OF AMERICA
BY: Patrick F. Quan***
Patrick F. Quan - Secretary
The Income Fund of America,
Inc.
***B /s/ Donald H. Rolfe
y
Donald H. Rolfe
Attorney-in-fact
Signed pursuant to a Power of Attorney dated December 20, 2010
included as an Exhibit to Schedule 13G filed with the Securities
and Exchange Commission by Capital World Investors on January 10,
2011 with respect to Georgia Gulf Corporation.
CUSIP: 574599106 Page 7 of 7