SEC Comment Letter for Fortune Brands Innovations, Inc. (FBIN) (CIK 0001519751) (FBIN) — Jan 11, 2013
Fortune Brands Innovations, Inc. (FBIN) (CIK 0001519751)
Date: Jan. 11, 2013 · CIK: 0001519751 · Accession: 0000000000-13-001897
AI Filing Summary & Sentiment
Reasoning
Referenced dates: December 14, 2012, January 7, 2013
Letter
January 11, 2013 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 Response dated January 7, 2013 File No. 1-35166
Dear Mr. Wyatt :
We have reviewed your response letter dated January 7, 2013 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 information 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. January 11, 2013 Page 2
Management’s Discussion and Analysis
Critical Accounting Policies and Es timates
Long -Lived Assets, page 42 and Goodwill and Indefinite -Lived Intangible Assets, page 42
2. We note your response to comment five in our letter dated December 14, 2012. You changed the methodology used in 2011 to value goodwill by also including the market approach. Please help us better understand the impact of the change in methodology. Please specifically tell us if the fair values would have continued to exceed the carrying values and the corresponding percentage by which the fair values would have exceeded the carrying values of the Therma -Tru entry doors and Simonton windows reporting units if only the income approach had been used similar to prior years.
Form 10 -Q for the Period Ended September 30, 2012
Management’s Discussion and Analysis
Results of Operations, page 22
3. We note your response to comment 13 in our letter dated December 14, 2012. Your proposed disclosures still do not appear to quantify the impact of each factor when multiple factors contribute to material changes in a line item. For example, your proposed disclosures do not quantify the impact of higher sales volumes, price increases, and higher customer program costs on net sa les. Similarly, your proposed disclosures do not provide any quantification of factors that impacted operating income. Please revise your disclosures accordingly. Please also consider discussing the impact of specific products or similar products that m ay have significantly impacted a segment’s results in a given period.
Form 8 -K Filed October 23, 2012
4. We note your response to comment 15 in our letter dated December 14, 2012. Please expand your disclosures to explain that your non -GAAP financial mea sures reflect the expected return on plan assets, which you have disclosed, as a result of your non -GAAP financ ial measures removing the expense from actuarial gains or losses associated with your defined benefit plans. Please also expand your disclosures to further explain why you believe providing non -GAAP financial measures which adjust for the expense from actuarial gains or losses provides useful information to investors. Specifically, it is not clear why these actuarial gains and losses would not be considered to be part of your underlying business performance similar to your other compensation costs.
Mr. E. Lee Wyatt, Jr. Fortune Brands Home & Security, Inc. January 11, 2013 Page 3
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
Show Raw Text
January 11, 2013
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
Response dated January 7, 2013
File No. 1-35166
Dear Mr. Wyatt :
We have reviewed your response letter dated January 7, 2013 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
information 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.
January 11, 2013
Page 2
Management’s Discussion and Analysis
Critical Accounting Policies and Es timates
Long -Lived Assets, page 42 and Goodwill and Indefinite -Lived Intangible Assets, page 42
2. We note your response to comment five in our letter dated December 14, 2012. You changed
the methodology used in 2011 to value goodwill by also including the market approach.
Please help us better understand the impact of the change in methodology. Please
specifically tell us if the fair values would have continued to exceed the carrying values and
the corresponding percentage by which the fair values would have exceeded the carrying
values of the Therma -Tru entry doors and Simonton windows reporting units if only the
income approach had been used similar to prior years.
Form 10 -Q for the Period Ended September 30, 2012
Management’s Discussion and Analysis
Results of Operations, page 22
3. We note your response to comment 13 in our letter dated December 14, 2012. Your
proposed disclosures still do not appear to quantify the impact of each factor when multiple
factors contribute to material changes in a line item. For example, your proposed disclosures
do not quantify the impact of higher sales volumes, price increases, and higher customer
program costs on net sa les. Similarly, your proposed disclosures do not provide any
quantification of factors that impacted operating income. Please revise your disclosures
accordingly. Please also consider discussing the impact of specific products or similar
products that m ay have significantly impacted a segment’s results in a given period.
Form 8 -K Filed October 23, 2012
4. We note your response to comment 15 in our letter dated December 14, 2012. Please expand
your disclosures to explain that your non -GAAP financial mea sures reflect the expected
return on plan assets, which you have disclosed, as a result of your non -GAAP financ ial
measures removing the expense from actuarial gains or losses associated with your defined
benefit plans. Please also expand your disclosures to further explain why you believe
providing non -GAAP financial measures which adjust for the expense from actuarial gains or
losses provides useful information to investors. Specifically, it is not clear why these
actuarial gains and losses would not be considered to be part of your underlying business
performance similar to your other compensation costs.
Mr. E. Lee Wyatt, Jr.
Fortune Brands Home & Security, Inc.
January 11, 2013
Page 3
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