SecProbe.io

December 14 , 2012

Via E -mail
Mr. E. Lee Wyatt, Jr.
Chief  Financial Officer
Fortune Brands Home & Security,  Inc.
520 Lake Cook Road
Deerfield, Illinois  60015

RE: Fortune Brands Home &  Security , Inc.
Form 10 -K for the Year E nded December 31, 2011
Filed February 22, 2012
Form 10 -Q for the Per iod Ended September 30 , 2012
Filed November 5 , 2012
   Form 8 -K
   Filed October 23, 2012
  File No. 1-35166

Dear Mr. Wyatt :

We have reviewed your filing s and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten busines s days by providing the requested
informatio n or by advising us when you will provide the requested response.   If you do not
believe our comments apply to your facts and circumstances, please tell us why in your response.

After reviewing the information you provide in response to these  comments, we may
have  additional comments.

Form 10 -K for the Year Ended December 31, 2011

General

1. Where a comment below requests additional disclosures or other revisions to be made, please
show us in your supplemental response what the revisions will look like.  These revisions
should be included in your future filings, including your interim filings, if applicable.

Mr. E. Lee Wyatt, Jr.
Fortune Brands Home & Security,  Inc.
December 14, 2012
Page 2

 Management’s Discussion and Analysis

Liquidity and Capital Resources, page 36

Cash Flows, page 37

2. In regards to your presentatio n of fre e cash flow , please ensure that you discuss all the
material limitations of your measurement.  For example, there are some non -discretionary
expenditures such as mandatory debt service requirements that have not been included in
your determination of free cash flow.  Refer to Compliance and Disclosures Interpretation
102.07 which is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .

Contractual Obligations  and Other Commercial Commitments, page 39

3. Please revise your table of contractual cash obligations to include estimated interest
payments on your debt.  Because the table is aimed at increasing transparency of cash flows,
we believe t hese payments should be included in the table.  Please also disclose any
assumptions you made to derive these amounts in a footnote to the table.

Critical Accounting Policies and Estimates

Long -Lived Assets, page 42  and Goodwill and Indefinite -Lived Inta ngible Assets, page 42

4. In the fourth quarter of 2011, you recorded asset impairment charges of $90.0 million related
to indefinite -lived tradenames in the Advanced Material Windows  & Door Systems segment.
These charges were primarily the result of reduced  revenue growth and profit margin
expectations associated with your Simonton tradename over the next two to three years.
Please address what impairment considerations were given to the remaining long -lived assets
of Simonton pursuant to ASC 360 -10.

5. In the interest of providing readers with a better insight into management’s judgments in
accounting for goodwill, please disclose the following:
 How you weight each of the methods used to value goodwill, including the basis for that
weighting;
 How the methodologies used for valuing goodwill in the current year have changed since
the prior year; and
 You disclose that the estimated excess fair value of the Advanced Materials Windows &
Door Systems reporting units is less than 10%.  P lease provide  the followi ng disclosures
for each of these  reporting units :
o Identify the reporting unit;
o The percentage by which fair value exceeds the carrying value as of the most -recent
step-one test;
o The amount of goodwill  and indefinite -lived tradenames ;

Mr. E. Lee Wyatt, Jr.
Fortune Brands Home & Security,  Inc.
December 14, 2012
Page 3

 o A descript ion of the assumptions that drive the estimated fair value;
o A discussion of the uncertainty associated with the key assumptions.  For example, to
the extent that you have included assumptions in your discounted cash flow model
that materially deviates from  your historical results, please include a discussion of
these assumptions;  and
o A discussion of any potential events and/or circumstances that could have a negative
effect to the estimated fair value.
Please refer to Item 303 of Regulation S -K and Sections  216 and 501.14 of the SEC’s
Codification of Financial Reporting Policies  for guidance.

6. For any lo ng-lived assets or asset groups, including other intangible assets aside from
goodwill, for which you have determined that undiscounted cash flows are not substantially
in excess of the carrying value and to the extent that the asset amounts, in the aggregate or
individually, could materially impact your operating results or total shareholder’s equity,
please disclose the following:
 The carrying values of th e assets;
 The percentage by which undiscounted cash flows exceeds the carrying value;
 The carrying values of the assets;
 A description of the assumptions that drive the estimated fair value;
 A discussion of the uncertainty associated with the key assumptio ns.  For example, to the
extent that you have included assumptions in your discounted cash flow model that
materially deviates from your historical results, please include a discussion of these
assumptions; and
 A discussion of any potential events and/or c ircumstances that could have a negative
effect to the estimated fair value.
Please refer to Item 303 of Regulation S -K and Sections 216 and 501.14 of the SEC’s
Codification of Financial Reporting Policies for guidance.

Defined Benefit Plans, page 43

7. In 2011, you recognized actuarial losses of $80 million related to defined benefit plans
compared to a (loss) before income taxes of $43.6 million.  On page 28, you disclose that this
was primarily due to a decrease in the discount rate as well as a lower than expected rate of
return on pension plan assets.  Given the significant impact that these actuarial losses had on
your results of operations, please expand your disclosures to provide additional insight as to
what caused such a significant loss includi ng the underlying reasons for the decrease in
discount rate and a lower than expected rate of return on pension plan assets.  Please also
address whether you expect any similar significant losses in future periods .

Mr. E. Lee Wyatt, Jr.
Fortune Brands Home & Security,  Inc.
December 14, 2012
Page 4

 Financial Statements

Consolidated Statements of Equity, page 51

8. Please separately disclose comprehensive income (loss) attributable to Home & Security and
comprehensive income (loss) attributable to noncontrolling interests for each period
presented.  Refer to ASC 220 -10-45-5.

Note 2.  Significant Accounting Policies

Customer Program Costs, page 58

9. Customer program costs and incentives, including rebates and promotion and volume
allowance s, are accounted for in either net sales or selling, gene ral and administrative
expense s at the time the program is initiated and/or the rev enue is recognized. Please disclose
the amount of customer program costs included in the selling, gene ral and administrative
expenses line item for each period presented.

Note 7.     External Debt and Fi nancing Arrangements, page 65

10. Please clearly disclose whether you were in compliance with your debt covenants.  For any
material debt covenant that it is reasonably likely that you will not be able to meet, p lease
disclose the actual ratios/amounts as of each reporting date  and show the specific
computations used to arrive at the actual ratios/amounts with corresponding reconciliations to
US GAAP amounts.   See Sections I.D and IV.C of the SEC Interpretive Release No. 33 -8350
and Compliance and Disclosures Interpretation 102.09 which is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm .

Note 13.  Income Taxes, page 76

11. As a result of the separation, you remitted foreign earnings and recorded an associated tax
liability of approximately $9.1 million during 2011.  Please help us better understand the
facts and circumstances which led you to remit these foreign earnings as well as how you
determined that as a stand -alone company you will permanently reinvest earnings of foreign
subsidiaries.  Please address the following  in your response :
 Please tell us whether you had previously considered the foreign earnings that were
repatriated during 2011 to be permanently reinvested.  If so, please tell us at what point
you determined that they would not be;
 Please tell us the country from which these earnings were repatriated as well as the facts
and circumstances that led you to rep atriate these earnings; and
 Please t ell us how you concluded  that the cumulative amount as of December 31, 2011
should be considered permanently reinvested in light of your repatriation of the amounts
in 2011.
Please refer to paragraph ASC 740 -30-25-17 and ASC 740 -30-50-2.

Mr. E. Lee Wyatt, Jr.
Fortune Brands Home & Security,  Inc.
December 14, 2012
Page 5

 Form 10 -Q for the Period Ended September 30, 2012

Financial Statements

Notes to the Financial Statements

Note 5.  Goodwill and Other Identifiable Intangible Assets, page 10

12. You provide disclosures regarding your impairment conside rations related to goodwill and
indefinite -lived tradenames of the Advanced Material Windows and Door Systems segment
as of December 31, 2011.  Please update your disclosures to address your impairment
considerations as of the end of the latest interim per iod including what consideration you
gave as to whether you should test for impairment during the interim period pursuant to ASC
350-25-35-30 and ASC 350 -30-35-18.

Management’s Discussion and Analysis

Results of Operations, page 22

13. The consolidated and segment results of operations discussions appear to provide a general
description of the factors that impacted your results. We remind you to quantify the impact of
each factor when multiple factors contribute to material changes in a line item as well as
discuss the underlying business reasons for material changes between periods in line items.
For example, in your results of operations discussion for the Plumbing & Accessories
segment for the nine months ended September 30, 2012 compared to the nine mont hs ended
September 30, 2011, net sales increased by $99.5 million primarily due to higher sales
volume and price increases, which were offset by higher customer program costs.  In addition
to separately quantifying the impact of each of these factors, you should discuss the
underlying business reasons for each of these factors.  For example, you should give
additional insight as to what caused an increase in sales volumes.  If certain products were in
higher demand during the period compared to the prior pe riod, you should identify the
products as well as discuss what led to higher demand in the products.  Please revise your
discussion accordingly.  Refer to Items 303(a)(3)(i) and (iii) of Regulation S -K as well as
Financial Reporting Codification 501.04.

Form 8 -K filed on October 23, 2012

14. You present a net debt -to-EBITDA before charges/gains ratio.  Please clearly show how this
amount is determined.  Please present the most directly comparable GAAP financi al measure
and provide a quantitative reconciliatio n of the differences between the non -GAAP and
GAAP financial measures .  Refer to Item 10(e)(1)(i) of Regulation S -K and Instruction 2 to
Item 2.02 of the Form 8 -K.

Mr. E. Lee Wyatt, Jr.
Fortune Brands Home & Security,  Inc.
December 14, 2012
Page 6

 15. You present non -GAAP performance financ ial measures which remove  the expense from
actuarial  gains or losses associated with your defined benefit plans.  Please expand your
disclosures to clearly state what the adjustment represents in the context of your pension
accounting policy.  For example , you should clarify how you account for these actuar ial
gains or losses in your historical financial statements.  Please also provide quantitative
context for the actual and expected plan asset returns.  Specifically, please disclose the actual
return on plan assets amount and corresponding percentage that has been removed in arriving
at the non -GAAP financial measure as well as the expected return on plan assets amount and
related percentage that is now reflected in the non -GAAP financial measure.  Please also
expand your disclosures to specifically address  why providing non -GAAP financial measures
which adjust  for the expense from actuarial gains or losses provides useful information to
investors.  Please refer to Item 10(e)(1)(i)(C) of Regulation S -K and Item 2.02 of Form 8 -K.

We urge all persons who ar e responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company and its management are
in possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

 In responding to our comments, please provide a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the co mpany may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have any questions regarding these comments, please direct them to Nudrat Salik,
Staff Accountant, at (202) 551 -3692 or, in her absence, to the undersigned at (202) 551 -3769.

       Sincerely,

       /s/ Rufus Decker

Rufus Decker
      Accounting Branch Chief