SecProbe.io

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 April 20, 2026

Ashley George
Chief Financial Officer
Fortune Brands Innovations, Inc.
1 Horizon Way, Building N
Deerfield , Illinois 60015-3888

 Re: Fortune Brands Innovations, Inc.
 Form 10-K for the year ended December 27, 2025
 Form 8-K furnished February 12, 2026
 File No. 001-35166
Dear Ashley George:

 We have completed our review of your filing. We remind you that the
company and its
management are responsible for the accuracy and adequacy of their disclosures,
notwithstanding
any review, comments, action or absence of action by the staff.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 CORRESP

 Fortune Brands

 Innovations, Inc.

 1 Horizon Way, Building N

 Deerfield, IL 60015-3888

 847-484-4400 TEL

 April 10, 2026 Office of Manufacturing United States Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549

 Attn:
 Charles Eastman

 Claire Erlanger

 Re:
 Fortune Brands Innovations, Inc.

 Form 10-K for the year ended December 27, 2025

 Form 8-K furnished February 12, 2026

 File No. 001-35166

 Dear Division of Corporation Finance, Office of Manufacturing: Fortune Brands Innovations, Inc. (the “Company”) respectfully submits the following response to a letter dated March 27, 2026, from the staff (the “Staff”) of the United States Securities and Exchange Commission (the “Commission”) with respect to the above-referenced reports. For convenience, the Staff’s comment is repeated below, followed by the Company’s response. Form 10-K for the year ended December 27, 2025   Management's Discussion and Analysis of Financial Condition and Results of Operations 2025 Compared to 2024 Total Fortune Brands, page 25   1. In the Results of Operations section, when you describe two or more factors that contributed to a material change in a financial statement line item between periods, please quantify in future filings, where possible, the extent to which each factor contributed to the overall change in that line item. This disclosure should be provided for each significant income statement line item as well as for the segment discussion. As an example, your discussion on page 26 of the $221.8 million decrease in Operating income only quantifies asset impairment charges of $53.6 million and higher restructuring and restructuring-related charges of $67.8 million, without similar quantification provided for the other drivers identified. Please revise accordingly. Refer to Item 303(b)(2) of Regulation S-K and SEC Release No. 33-8350 for guidance.   FBIN Response:   We acknowledge the Staff’s comment, and confirm that, in future filings, the Company will quantify all factors that we believe materially impact changes in financial statement line items and are reasonably practicable to quantify. We also confirm that disclosures based on that standard will be provided for each significant income statement line item, as outlined in the example disclosure below, as well as for the segment discussion.   In certain instances, the Company refers to factors that are not reasonably practicable to quantify. In some cases, but not all, multiple interrelated factors—such as pricing, volume, and mix—cannot be

 reliably isolated, and the Company does not have a mechanism to separately track the impact of each component. As a result, management is unable to quantify the specific impact (or range of impacts) of each driver with reasonable certainty. In these instances, the Company cites qualitative information that is based on management’s best judgment, even though the underlying factors do not lend themselves to quantification. For example, in the Company’s discussion of consolidated operating income in its Annual Report on Form 10-K for the fiscal year ended December 27, 2025 (the “2025 Form 10-K”), the Company could not quantify the productivity gains attributable to strategic sourcing initiatives and manufacturing efficiencies, but the Company knew with certainty that it experienced productivity gains.   In future filings, where two or more factors contribute to material changes in financial statement line items, the Company will enhance its qualitative discussion of material drivers and provide quantification of material drivers where reasonably practicable.   Please see below an example of how the Company would revise future filings based on the disclosure from page 26 of the 2025 Form 10-K: Operating income   Operating income decreased by $221.8 million, or 30.1%, primarily due to a decrease in net sales of $145.8 million primarily due to lower sales volume, material cost inflation of $80.3 million primarily due to tariffs and commodity price increases , asset impairment charges of $53.6 million, higher distribution costs of $11.6 million , and higher restructuring and restructuring-related charges of $67.8 million , . These factors are partially offset by lower incentive compensation of $51.7 million year over year, as well as continued productivity gains across the segments supported by strategic sourcing initiatives and manufacturing efficiencies as well as reductions to incentive compensation .   Critical Accounting Estimates Goodwill and Indefinite-lived Intangible Assets, page 36   2. We note your disclosure on page 36 that the significant assumptions that are used to determine the estimated fair value of reporting units for impairment testing are forecasted revenue growth rates, operating income margins, market-participant discount rates and EBITDA multiples. You also disclose the actual assumptions used to estimate the fair values of the goodwill related to continuing operations tested quantitatively during the year ended December 27, 2025. Please explain to us, and revise your disclosure to clarify, the reporting units that were tested quantitatively versus qualitatively and explain why a quantitative analysis was performed. If any reporting units have a fair value that does not substantially exceed its carrying value, please revise to also disclose the percentage by which fair value exceeded carrying value at the date of the most recent test and the amount of goodwill allocated to the reporting unit. Please refer to Item 303(b)(3) of Regulation S-K.   FBIN Response:   We acknowledge the Staff’s comment. Consistent with our policy, we elected to bypass the qualitative assessment and performed a quantitative goodwill impairment analysis for each of the reporting units as of December 27, 2025. ASC 350-20-35-3B provides the unconditional option to bypass the qualitative assessment and proceed directly to the quantitative goodwill impairment test. We elected this approach for all reporting units due to the length of time that had elapsed since our previous quantitative assessment.

 In future filings, we will revise our disclosure to clarify the reporting units that were tested quantitatively versus qualitatively. As an example of how the Company would revise future filings based on the disclosure from page 36 of the 2025 Form 10-K , the Company would supplement to add: “We elected to bypass the qualitative testing and proceeded directly to the quantitative testing for our annual goodwill impairment testing for all reporting units at December 27, 2025.”   The Company has three reporting units, and, as of December 27, 2025, each reporting unit’s fair value exceeded its carrying value by at least 50%. We will not revise our discussion of the 2025 goodwill impairment test in future filings because all reporting units had fair values that substantially exceeded their respective carrying values. In future filings, if there are reporting units at risk, the Company will include the disclosures discussed in Section 9510 of the Financial Reporting Manual.   Note 18. Information on Business Segments, page 82   3. We note the tables included in Note 18 that present by segment: net sales, depreciation, amortization, other segment items and total operating income. We also note that the table presents an amount for unallocated expenses in the total column prior to the calculation of total operating income. Please note that this presentation is not consistent with the guidance in ASC 280-10-50-30(b) which requires a reconciliation of the total of the reportable segments’ amounts for each measure of profit or loss to your consolidated income before income taxes. See example reconciliation in ASC 280-10-55-48. Additionally, the amounts disclosed for each segment's "other segment items" should not be totaled in the last column, as that would represent a non-GAAP financial measure. Please revise future filings accordingly.   FBIN Response:   The Company acknowledges the Staff’s comment regarding the requirements in ASC 280-10-50-30(b) as well as regarding the appearance of creating a non-GAAP measure of consolidated “other segment items”. In future filings, we will revise the presentation to remove such amount. Additionally, the disclosure of reportable segment operating income will be revised in future filings to include a reconciliation of the subtotal of segment operating income to consolidated income before income taxes. Please see the below as an example of how the Company would revise future filings based on the disclosure in Note 18 of the 2025 Form 10-K.     Form 8-K furnished February 12, 2026   Exhibit 99.1, Earnings Release, page 6

   4. We note that your non-GAAP performance measures such as Diluted EPS from continuing operations before charges/gains, and operating income and margin before charges/gains shown on a consolidated basis, and by segment, include an adjustment for “other charges/gains.” We further note from your disclosure on page 13 that “other charges/(gains)” represent costs that are directly related to restructuring initiatives but cannot be reported as restructuring costs under GAAP. These costs can include losses from disposing of inventories, trade receivables allowances from discontinued product lines, accelerated depreciation due to the closure of facilities, gains or losses from selling previously closed facilities. Please provide us with detail of the nature of each significant amount included in this adjustment, along with an explanation of why you believe these adjustments are not considered normal operating costs. See guidance in Question 100.1 of the SEC Staff’s Corporation Finance Interpretations on Non-GAAP Financial Measures.   FBIN Response:   The Company acknowledges the Staff’s comment and confirms that the Company has considered the guidance in Question 100.01 of the Corporation Finance Interpretations on Non-GAAP Financial Measures. The Company confirms that the adjustment for these costs are not part of normal operations, as discussed below, and that the Company believes that the Company’s presentation of diluted earnings per share from continuing operations before charges/gains and operating income and margin before charges/gains shown is appropriate under the circumstances to give investors a representation of normal operating performance and period-to-period comparability.   The items included as adjustments within “other charges/gains” represent costs that were incurred directly in connection with discrete, strategic restructuring activities and would not have been incurred otherwise. These costs are not part of the Company’s normal operating expenses and are not necessary to operate the Company’s ongoing business. The table below summarizes the significant restructuring events and the related components of other charges/gains.

   The Company has undertaken several major transformational initiatives that materially impact its strategic direction and are not expected to recur in the future. In connection with these actions, the Company incurred restructuring costs under ASC 420 and ASC 712, which are presented as non-GAAP adjustments. The Company also incurred restructuring-related costs that are directly attributable to these transformational initiatives and that would not have been incurred absent the restructuring. Because these initiatives are transformational in nature and the associated costs vary significantly from period to period based on project timing, the Company does not consider these costs to be normal, recurring operating expenses.   These transformational initiatives include the following: • Headquarters Consolidation: In early 2025, the Company announced the consolidation of its U.S. regional offices into a single campus headquarters in Deerfield, Illinois, as disclosed in the Company’s Current Report on Form 8-K filed on January 22, 2025. This transformational initiative involved closing multiple regional offices and transitioning more than 500 roles to Deerfield, Illinois, which resulted in hiring more than 400 new associates during 2025 to offset planned departures. The Company has not previously undertaken a headquarters consolidation and does not expect to do so again in the foreseeable future. Costs associated with the headquarters consolidation include: o lease termination costs and accelerated depreciation associated with the closure of offices in North Olmsted, Ohio; Oak Creek, Wisconsin; Maumee, Ohio; Monclova, Ohio; and Irwindale, California;

 o professional services and recruitment costs paid to third parties related to the strategy, transition, organizational restructuring, and hiring of a significant amount of local talent; and o other costs that include approximately $0.6 million of duplicate headcount costs for employee overlap for training purposes for up to 60 days, and $0.7 million for support of IT infrastructure relocation.   The headquarters consolidation activities are expected to be completed before December 31, 2026. • Exit of PVC Product Components: The Company made a strategic decision to exit PVC product components, which included discontinuing the windows business, externally sourcing railings, ceasing decking production at the Meridian, Idaho facility, and exiting a facility. The Company accelerated the depreciation of the related assets through the cessation of manufacturing. This restructuring program commenced in the second quarter of 2024 and was completed over approximately twelve months. The program is complete, and no further expenses will be incurred. • Manufacturing Facility Closure: In the second quarter of 2023, the Company made a strategic decision to shift its supply chain strategy from vertically integrated manufacturing to source and assembly within the Security segment. As a result, the Company initiated the closure of its Milwaukee lock manufacturing plant, reducing our manufacturing footprint for locks by 50%. Production was shutdown in phases between the second quarter of 2023 through the first quarter of 2024, and disposal of the facility occurred in the second quarter of 2025. This restructuring program is complete, and no additional expenses will be incurred. • Supply Chain Distribution Optimization: In 2023, the Company initiated a strategic optimization of its distribution center network within the Water segment. Consolidation activities were completed during 2025. This restructuring program is complete, and no additional expenses will be incurred.   The Company believes that presenting non-GAAP financial measures including adjustments for restructuring-related costs provides investors, when read in conjunction with the Company’s GAAP measures, useful information about the Company’s operating performance, by eliminating the impact that these items have on the underlying performance of its business. The Company also believes that the adjustments for other charges/gains are consistent with the guidance in Question 100.01 of the Non-GAAP Financial Measures Corporation Finance Interpretations because the costs are not part of the Company’s normal cash operating expenses and are not necessary to operate the Company’s ongoing business.   5. We note that included in your disclosure of reconciliations of segment and consolidated operating income to operating income before charges/gains, you have disclosed a reconciliation of Corporate Expense (GAAP) to General and Administrative expenses before charges/gains. Please note that this reconciliation does not appear appropriate as the Corporate Expense amount is not a measure calculated in accordance with GAAP and represents a reconciling item for purposes of your ASC 280 required disclosures only in the notes to your financial statements. Please revise to remove this reconciliation. The adjusted Corporate expenses amounts should also be removed from the disclosure at

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 March 27, 2026

Ashley George
Chief Financial Officer
Fortune Brands Innovations, Inc.
1 Horizon Way, Building N
Deerfield , Illinois 60015-3888

 Re: Fortune Brands Innovations, Inc.
 Form 10-K for the year ended December 27, 2025
 Form 8-K furnished February 12, 2026
 File No. 001-35166
Dear Ashley George:

 We have limited our review of your filing to the financial statements
and related
disclosures and have the following comments.

 Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

 After reviewing your response to this letter, we may have additional
comments.

Form 10-K for the year ended December 27, 2025
Management's Discussion and Analysis of Financial Condition and Results of
Operations
2025 Compared to 2024
Total Fortune Brands, page 25

1. In the Results of Operations section, when you describe two or more
factors that
 contributed to a material change in a financial statement line item
between periods,
 please quantify in future filings, where possible, the extent to which
each factor
 contributed to the overall change in that line item. This disclosure
should be provided for
 each significant income statement line item as well as for the segment
discussion. As an
 example, your discussion on page 26 of the $221.8 million decrease in
Operating income
 only quantifies asset impairment charges of $53.6 million and higher
restructuring and
 restructuring-related charges of $67.8 million, without similar
quantification provided for
 the other drivers identified. Please revise accordingly. Refer to Item
303(b)(2) of
 Regulation S-K and and SEC Release No. 33-8350 for guidance.
Critical Accounting Estimates
 March 27, 2026
Page 2

Goodwill and Indefinite-lived Intangible Assets, page 36

2. We note your disclosure on page 36 that the significant assumptions that
are used to
 determine the estimated fair value of reporting units for impairment
testing are forecasted
 revenue growth rates, operating income margins, market-participant
discount rates and
 EBITDA multiples. You also disclose the actual assumptions used to
estimate the fair
 values of the goodwill related to continuing operations tested
quantitatively during the
 year ended December 27, 2025. Please explain to us, and revise your
disclosure to
 clarify, the reporting units that were tested quantitatively versus
qualitatively and explain
 why a quantitative analysis was performed. If any reporting units have a
fair value that
 does not substantially exceed its carrying value, please revise to also
disclose the
 percentage by which fair value exceeded carrying value at the date of
the most recent test
 and the amount of goodwill allocated to the reporting unit. Please refer
to Item 303(b)(3)
 of Regulation S-K.
Note 18. Information on Business Segments, page 82

3. We note the tables included in Note 18 that present by segment: net
sales, depreciation,
 amortization, other segment items and total operating income. We also
note that
 the table presents an amount for unallocated expenses in the total
column prior to the
 calculation of total operating income. Please note that this
presentation is not consistent
 with the guidance in ASC 280-10-50-30(b) which requires a reconciliation
of the total of
 the reportable segments amounts for each measure of profit or loss to
your consolidated
 income before income taxes. See example reconciliation in ASC
280-10-55-48.
 Additionally, the amounts disclosed for each segment's "other segment
items" should not
 be totaled in the last column, as that would represent a non-GAAP
financial measure.
 Please revise future filings accordingly.
Form 8-K furnished February 12, 2026
Exhibit 99.1 Earnings Release, page 6

4. We note that your non-GAAP performance measures such as Diluted EPS from
 continuing operations before charges/gains, and operating income and
margin before
 charges/gains shown on a consolidated basis, and by segment, include an
adjustment for
 other charges/gains. We further note from your disclosure on page
13 that other
 charges/(gains) represent costs that are directly related to
restructuring initiatives but
 cannot be reported as restructuring costs under GAAP. These costs can
include losses
 from disposing of inventories, trade receivables allowances from
discontinued product
 lines, accelerated depreciation due to the closure of facilities, gains
or losses from selling
 previously closed facilities. Please provide us with detail of the
nature of each significant
 amount included in this adjustment, along with an explanation of why you
believe these
 adjustments are not considered normal operating costs. See guidance in
Question 100.1
 of the SEC Staff s Corporation Finance Interpretations on Non-GAAP
Financial
 Measures.
5. We note that included in your disclosure of reconcilations of segment
and consolidated
 operating income to operating income before charges/gains, you have
disclosed a
 reconciliation of Corporate Expense (GAAP) to General and Administrative
expenses
 March 27, 2026
Page 3

 before charges/gains. Please note that this reconciliation does not
appear appropriate as
 the Corporate Expense amount is not a measure calculated in accordance
with GAAP
 and represents a reconciling item for purposes of your ASC 280 required
disclosures
 only in the notes to your financial statements. Please revise to remove
this
 reconciliation. The adjusted Corporate expenses amounts should also be
removed from
 the disclosure at the bottom of the table on page 13.
 In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.

 Please contact Charles Eastman at 202-551-3794 or Claire Erlanger at
202-551-3301
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
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United States securities and exchange commission logo
May 22, 2023
David V. Barry
Chief Financial Officer
Fortune Brands Innovations, Inc.
520 Lake Cook Road
Deerfield, Illinois 60015-5611
Re:Fortune Brands Innovations, Inc.
Form 10-K for the Year Ended December 31, 2022
Form 8-K furnished January 23, 2023
Form 8-K furnished February 16, 2023
Form 8-K furnished April 26, 2023
File No. 001-35166
Dear David V. Barry:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

CORRESP

 Fortune Brands Innovations, Inc.

 520 Lake Cook Road

 Deerfield, IL 60015-5611

 847-484-4400
TEL

 May 12, 2023

 Office of
Manufacturing

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

 Attn: Heather Clark

Andrew Blume

Re:
 Fortune Brands Innovations, Inc.

Form 10-K for the Year Ended December 31, 2022

Form 8-K furnished January 23, 2023

Form 8-K furnished February 16, 2023

Form 8-K furnished April 26, 2023

File No. 001-35166

Ladies and Gentlemen:

 Fortune Brands Innovations, Inc. (the
“Company”) respectfully submits the following response to the letter dated April 28, 2023 from the staff (the “Staff”) of the Securities and Exchange Commission with respect to the above-referenced reports. For convenience,
each of the Staff’s comments is repeated below, followed by the Company’s response.

 Form 10-K for
the Year Ended December 31, 2022

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations

 Years Ended December 31,
2022, 2021 and 2020, page 25

1.
 Where you describe two or more factors that contributed to a material change in a financial statement line
item between periods, please quantify in future filings, where possible, the extent to which each factor contributed to the overall change in that line item. As an example, we note that consolidated net sales in 2022 decreased due to a slower
housing market in China, lower volumes, lower demand, higher sales incentives and unfavorable foreign exchange, yet only the unfavorable foreign exchange is quantified. Refer to Item 303(b)(2) of Regulation
S-K and SEC Release No. 33-8350 for guidance.

Response:

 We acknowledge the Staff’s comment, and
confirm that in future filings the Company will quantify all factors that we believe materially impact changes in financial statement line items and are reasonably quantifiable.

In certain instances, the Company refers to factors that we do not believe are reasonably quantifiable. In most cases, this is due to the fact that multiple
factors may have contributed to material changes in a line item. In these instances, the Company cites qualitative information that is based on management’s best judgement even though the information does not lend itself to quantification. For
example, the Company does not account for sales incentives separately from rebates and other promotional pricing initiatives (some of which may be interrelated with unit volume) and therefore cannot reasonably quantify the impact of sales
incentives. Instead, the Company evaluates pricing impacts qualitatively in an overall assessment of the Company’s performance. Similarly, the Company cannot reasonably quantify the amount of sales unit volume reduction that is due to inventory
reductions by distribution channel partners as opposed to other impacts, because such categorization inherently requires certain assumptions about our partners’ purchasing behavior.

 In future filings, the Company will continue to look for opportunities to provide quantitative information
about material drivers, where possible. For example, in the Company’s discussion of consolidated net sales results in its Annual Report on Form 10-K for the year ended December 31, 2022, it could not
quantify the amount of volume reduction that was attributable to slowing housing market activity, but it could quantify volume reductions in general:

Net sales decreased by $78.1 million, or 1.6%, due to lower sales in our international markets ($119 million), driven by
slowing housing market activity in China as well as lower demand in Canada, lower sales unit volume in both of our segments due to the impact of inventory reductions by our distribution channel partners, lower sales demand in the U.S.
and Canada and higher sales incentives, as well as unfavorable foreign exchange of approximately $41 million. These factors were partially offset by price increases to help mitigate the impact of cumulative commodity and
transportation cost increases in both of our segments and the benefit from the Solar and Aqualisa acquisitions ($50.2 million combined).

Financial Statements and Supplementary Data

 Notes to
Consolidated Financial Statements

 1. Background and Basis of Presentation

Defined Benefit Plans, page 57

2.
 Your disclosures appear to indicate that you immediately recognize in earnings upon remeasurement
“changes in the fair value of pension plan assets” that are in excess of the corridor. Please clarify your accounting treatment and disclosures. For example, advise if changes in the value of plan assets different from expected returns
receive immediate recognition in earnings if in excess of the corridor.

 Response:

We acknowledge the Staff’s comment, and respectfully advise the Staff that the Company immediately recognizes in earnings changes in net actuarial gains
or losses in other income, net, to the extent they exceed the corridor. In future Form 10-K filings, the Company will include additional disclosure regarding its valuation of plan assets in a substantially
similar form as the following:

 Defined Benefit Plans We have a number of pension plans in the United States, covering many of the
Company’s employees. In addition, the Company provides postretirement health care and life insurance benefits to certain retirees. Service cost for 2022 relates to benefit accruals for an hourly Union group within the defined benefit plan for
our Outdoors & Security segment. All other benefit accruals under our defined benefit pension plans were frozen as of, or prior to, December 31, 2016.

We record amounts relating to these plans based on calculations in accordance with ASC requirements for Compensation – Retirement
Benefits, which include various actuarial assumptions, including discount rates, assumed rates of return, compensation increases, turnover rates and health care cost trend rates. Actuarial gains or losses related to these assumptions represent
the difference between actual and actuarially assumed experience. We recognize changes in the fair value of pension plan assets and net actuarial gains or losses in other income, net to the extent they
exceed in excess of 10 percent of the greater of the fair value of pension plan assets or each plan’s projected benefit obligation for each plan (the
“corridor”) in earnings immediately upon remeasurement, which is at least annually in the fourth quarter of each fiscal year. We review our actuarial assumptions on an annual basis and make modifications to the assumptions
based on current economic conditions and trends. The discount rate used to measure obligations is based on a spot-rate yield curve on a plan-by-plan basis that matches
projected future benefit payments with the appropriate interest rate applicable to the timing of the projected future benefit payments. The expected rate of return on plan assets is determined based on the nature of the plans’ investments, our
current asset allocation and our expectations for long-term rates of return. Compensation increases reflect expected future compensation trends. For postretirement benefits, our health care trend rate assumption is based on historical cost increases
and expectations for long-term increases. The cost or benefit of plan changes, such as increasing or decreasing benefits for prior employee service (prior service cost), is deferred and included in expense on a straight-line basis over the average
remaining service period of the related employees. We believe that the assumptions utilized in recording obligations under our plans, which are presented in Note 15, “Defined Benefit Plans,” are reasonable based on our experience and on
advice from our independent actuaries; however, differences in actual experience or changes in the assumptions may materially affect our financial position and results of operations. We will continue to monitor these assumptions as market conditions
warrant.

 14. Revenue, page 78

3.
 Pursuant to ASC 606-10-50-12(a), please revise your revenue recognition policy to specifically define when the customer obtains control over a product and the performance obligation has been satisfied. In your
response, provide us with your proposed disclosure revisions.

 Response:

We acknowledge the Staff’s comment. In future Form 10-K filings, the Company will include additional disclosure
regarding its revenue recognition policy in a substantially similar form as the following:

 14. Revenue

Our principal performance obligations are the sale of faucets and accessories, fiberglass and steel entry-door systems and locks, safes,
safety, security devices and decking, and kitchen and bath cabinets (collectively, “goods” or “products”). We recognize revenue for the sale of goods based on our assessment of when control transfers to our customers, which
generally occurs upon shipment or delivery of the products. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods to our customers. Payment terms on our product sales normally range from
30 to 90 days. Taxes assessed by a governmental authority that we collect are excluded from revenue. The expected costs associated with our contractual warranties will continue to be recognized as expense when the products are sold.

Form 8-K furnished January 23, 2023

Exhibit 99.1, page 4

4.
 Your “Diluted EPS before charges/gains” non-GAAP
reconciliation begins with the non-GAAP measure and, therefore, presents the non-GAAP measure more prominently than the comparable GAAP measure. We note similar non-GAAP prominence issues with the reconciliations in your Form 8-K furnished February 16, 2023. In future filings, please ensure all
non-GAAP reconciliations start with the applicable GAAP measure. Refer to Instruction 2 to Item 2.02 of Form 8-K, Item 10(e)(1)(i)(A) of Regulation S-K, and Question 102.10(b) of the Compliance and Disclosure Interpretations (“C&DI’s”) on Non-GAAP Financial Measures.

Response:

 We acknowledge the Staff’s comment, and
respectfully advise the Staff that, consistent with the presentation in the Company’s Form 8-K furnished on April 26, 2023, non-GAAP reconciliations in the
Company’s future filings will start with the applicable GAAP measure.

 Form 8-K furnished
February 16, 2023

 Exhibit 99.1, page 1

5.
 We note that your introductory bullets quantify changes in sales inclusive of your disposed MasterBrand
Cabinet business. Furthermore, you present “Total Fortune Brand Home & Security inclusive of MasterBrand Cabinets net sales” for the quarterly and annual periods ended December 31, 2022 and 2021. Please note that it is not
appropriate to present non-GAAP measures combining the sales of continuing and discontinued operations nor is it appropriate to adjust GAAP sales to include the sales of disposed entities subsequent to
disposition, as these represent tailored accounting measures. Accordingly, confirm that you will refrain from presenting such non-GAAP measures in future filings. Refer to Question 100.04 of the
C&DI’s on Non-GAAP Financial Measures.

 Response:

We acknowledge the Staff’s comment, and confirm that the Company will refrain from presenting such non-GAAP
measures in future filings.

6.
 We note your presentation of the non-GAAP measure “Operating
income (loss) from continuing operations before charges/gains” and have the following comments:

•

 We note that the adjustment titled “Restructuring and other (charges)/gains” includes several
different items per footnotes (1) and (2) under the reconciliation table. Please revise future filings to include a separate line item within the tabular reconciliation for each material item that makes up this adjustment.

•

 Per footnote (2), we note that the adjustment includes “losses from disposing of inventories” and
“trade receivables allowances from discontinued product lines.” Considering such costs appear to represent normal and recurring expenses necessary to operate your business, please remove these adjustments from future filings or tell us how
you determined these adjustments were in compliance with non-GAAP rules. Refer to Question 100.01 of the C&DI’s on Non-GAAP Financial Measures.

 Response:

 We acknowledge the
Staff’s comment, and confirm that, in the Company’s future filings, its presentation of the adjustment for “Restructuring and other (charges)/gains” will include separate line items for each material item that make up this
adjustment.

 With respect to the Staff’s comment regarding footnote (2) to this adjustment, we advise the Staff that “losses from disposing
of inventories” and “trade receivables allowances from discontinued product lines” are only adjusted for in the Company’s presentation of Operating income before charges/gains to the extent that such items arise out of
restructuring initiatives – that is, they do not represent normal, recurring expenses necessary to operate the business. For 2022, those adjustments related to costs associated with plant closures and discontinued product lines, which are not a
part of the Company’s ongoing operations. The Company incurs other inventory and trade receivable charges not related to restructuring initiatives that are included in Operating income before charges/gains because we believe they are normal,
recurring operating expenses, such as changes to inventory reserves associated with estimated losses from disposing of inventories based on market demand and business changes, and changes to trade receivable allowances based on changes to our
customer’s credit risk assessment.

7.
 Your non-GAAP presentations under the headers “Reconciliation
of Income Statements—GAAP to Before Charges/Gains Information” appear to represent non-GAAP income statements. Please note that the presentation of a full
non-GAAP income statement, or a presentation that gives the appearance of one, may place undue prominence on the non-GAAP information and give the impression that the non-GAAP income statement represents a comprehensive basis of accounting. Please confirm to us that you will not present non-GAAP consolidated income statements in future
filings. Please refer to Question 102.10(a) of the C&DI’s on Non-GAAP Financial Measures. To the extent you wish to present any of the totaled measures in the “Before Charges/Gains (Non-GAAP)” column, present a separate reconciliation for each non-GAAP measure and provide all disclosures required by Item 10(e)(1)(i) of Regulation S-K.

 Response:

We acknowledge the Staff’s comment, and respectfully advise the Staff that the Company had considered Question 102.10(a) of the C&DI’s on Non-GAAP Financial Measures and believed that the table, which appears under the title “Additional Reconciliations – GAAP to Before Charges/Gains Information” in the Company’s Form 8-K furnished on April 26, 2023, would not be considered a non-GAAP income statement given that it does not present before charges/gains “totals” for most of
the line items; instead, it provides information for investors regarding where the charges/gains adjustments impact the income statement. However, after careful consideration of the Staff’s comment, in future filings the Company will no longer
present this table.

8.
 Your calculation of free cash flow differs from the typical calculation of cash flows from operating
activities less capital expenditures. In order to avoid potential confusion, please revise the title to adjusted free cash flow or a similar description. Refer to Question 102.07 of the C&DI’s on
Non-GAAP Financial Measures.

 Response:

We acknowledge the Staff’s comment, and advise the Staff that in future filings the Company will revise its calculation of free cash flow to represent
operating cash flows less capital expenditures.

9.
 We note that you present the non-GAAP measure “Operating income
(loss) from continuing operat

United States securities and exchange commission logo
April 28, 2023
David V. Barry
Chief Financial Officer
Fortune Brands Innovations, Inc.
520 Lake Cook Road
Deerfield, Illinois 60015-5611
Re:Fortune Brands Innovations, Inc.
Form 10-K for the Year Ended December 31, 2022
Form 8-K furnished January 23, 2023
Form 8-K furnished February 16, 2023
Form 8-K furnished April 26, 2023
File No. 001-35166
Dear David V. Barry:
            We have limited our review of your filing to the financial statements and related
disclosures 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 these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Year Ended December 31, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Years Ended December 31, 2022, 2021 and 2020, page 25
1.Where you describe two or more factors that contributed to a material change in a
financial statement line item between periods, please quantify in future filings, where
possible, the extent to which each factor contributed to the overall change in that line
item.  As an example, we note that consolidated net sales in 2022 decreased due to a
slower housing market in China, lower volumes, lower demand, higher sales incentives
and unfavorable foreign exchange, yet only the unfavorable foreign exchange is
quantified.  Refer to Item 303(b)(2) of Regulation S-K and and SEC Release No. 33-8350
for guidance.

 FirstName LastNameDavid V. Barry
 Comapany NameFortune Brands Innovations, Inc.
 April 28, 2023 Page 2
 FirstName LastNameDavid V. Barry
Fortune Brands Innovations, Inc.
April 28, 2023
Page 2
Financial Statements and Supplementary Data
Notes to Consolidated Financial Statements
1. Background and Basis of Presentation
Defined Benefit Plans, page 57
2.Your disclosures appear to indicate that you immediately recognize in earnings upon
remeasurement "changes in the fair value of pension plan assets" that are in excess of the
corridor.  Please clarify your accounting treatment and disclosures.  For example, advise if
changes in the value of plan assets different from expected returns receive immediate
recognition in earnings if in excess of the corridor.
14. Revenue, page 78
3.Pursuant to ASC 606-10-50-12(a), please revise your revenue recognition policy to
specifically define when the customer obtains control over a product and the performance
obligation has been satisfied.  In your response, provide us with your proposed disclosure
revisions.
Form 8-K furnished January 23, 2023
Exhibit 99.1, page 4
4.Your "Diluted EPS before charges/gains" non-GAAP reconciliation begins with the non-
GAAP measure and, therefore, presents the non-GAAP measure more prominently than
the comparable GAAP measure.  We note similar non-GAAP prominence issues with the
reconciliations in your Form 8-K furnished February 16, 2023.  In future filings, please
ensure all non-GAAP reconciliations start with the applicable GAAP measure.  Refer to
Instruction 2 to Item 2.02 of Form 8-K, Item 10(e)(1)(i)(A) of Regulation S-K, and
Question 102.10(b) of the Compliance and Disclosure Interpretations ("C&DI's") on Non-
GAAP Financial Measures.
Form 8-K furnished February 16, 2023
Exhibit 99.1, page 1
5.We note that your introductory bullets quantify changes in sales inclusive of your
disposed MasterBrand Cabinet business.  Furthermore, you present "Total Fortune Brand
Home & Security inclusive of MasterBrand Cabinets net sales" for the quarterly and
annual periods ended December 31, 2022 and 2021.  Please note that it is not appropriate
to present non-GAAP measures combining the sales of continuing and discontinued
operations nor is it appropriate to adjust GAAP sales to include the sales of disposed
entities subsequent to disposition, as these represent tailored accounting measures.
Accordingly, confirm that you will refrain from presenting such non-GAAP measures in
future filings.  Refer to Question 100.04 of the C&DI's on Non-GAAP Financial
Measures.

 FirstName LastNameDavid V. Barry
 Comapany NameFortune Brands Innovations, Inc.
 April 28, 2023 Page 3
 FirstName LastNameDavid V. Barry
Fortune Brands Innovations, Inc.
April 28, 2023
Page 3
6.We note your presentation of the non-GAAP measure "Operating income (loss) from
continuing operations before charges/gains" and have the following comments:

•We note that the adjustment titled "Restructuring and other (charges)/gains" includes
several different items per footnotes (1) and (2) under the reconciliation table.  Please
revise future filings to include a separate line item within the tabular reconciliation
for each material item that makes up this adjustment.

•Per footnote (2), we note that the adjustment includes "losses from disposing of
inventories" and "trade receivables allowances from discontinued product
lines."  Considering such costs appear to represent normal and recurring expenses
necessary to operate your business, please remove these adjustments from future
filings or tell us how you determined these adjustments were in compliance with non-
GAAP rules.  Refer to Question 100.01 of the C&DI's on Non-GAAP Financial
Measures.
7.Your non-GAAP presentations under the headers "Reconciliation of Income Statements -
GAAP to Before Charges/Gains Information" appear to represent non-GAAP income
statements.  Please note that the presentation of a full non-GAAP income statement, or a
presentation that gives the appearance of one, may place undue prominence on the non-
GAAP information and give the impression that the non-GAAP income statement
represents a comprehensive basis of accounting. Please confirm to us that you will not
present non-GAAP consolidated income statements in future filings. Please refer to
Question 102.10(a) of the C&DI's on Non-GAAP Financial Measures. To the extent you
wish to present any of the totaled measures in the “Before Charges/Gains (Non-GAAP)"
column, present a separate reconciliation for each non-GAAP measure and provide all
disclosures required by Item 10(e)(1)(i) of Regulation S-K.
8.Your calculation of free cash flow differs from the typical calculation of cash flows from
operating activities less capital expenditures.  In order to avoid potential confusion, please
revise the title to adjusted free cash flow or a similar description.  Refer to Question
102.07 of the C&DI's on Non-GAAP Financial Measures.
9.We note that you present the non-GAAP measure "Operating income (loss) from
continuing operations before charges/gains" for each reportable segment, which you do
not appear to have reconciled to a GAAP measure pursuant to Item 10(e)(1)(i)(B) of
Regulation S-K.  Please revise future filings to include the appropriate reconciliations.
For example, provide a quantitative reconciliation of your Water Innovation segment's
$614.6 million of GAAP operating income from continuing operations for fiscal year
2022 to the $622.8 million non-GAAP amount.
10.Please revise your presentation on the second page of Exhibit 99.1 regarding "operating
margin before charges/gains" by segment to present the most directly comparable GAAP
measure with equal or greater prominence.  Refer to instruction 2 to Item 2.02 of Form 8-
K and Item 10(e)(1)(i)(A) of Regulation S-K.

 FirstName LastNameDavid V. Barry
 Comapany NameFortune Brands Innovations, Inc.
 April 28, 2023 Page 4
 FirstName LastName
David V. Barry
Fortune Brands Innovations, Inc.
April 28, 2023
Page 4
Form 8-K furnished April 26, 2023
Exhibit 99.1, page 2
11.We note that you present forecasted guidance under the "Annual Outlook" heading for
"EPS before charges/gains," "EBITDA margins before charges/gains," and "free cash
flow."  Revise to present the most directly comparable GAAP measure with equal or
greater prominence pursuant to Item 10(e)(1)(i)(A) of Regulation S-K.  In addition, ensure
that you reconcile your EBITDA margin ratio to a ratio calculated using the most directly
comparable GAAP measure.  Provide us with your proposed reconciliation within your
response.  See Item 10(e)(1)(i)(B) of Regulation S-K and Question 102.10(a) of
the C&DI's on Non-GAAP Financial Measures.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
            You may contact Heather Clark at 202-551-3624 or Andrew Blume at 202-551-3254 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

United States securities and exchange commission logo
June 12, 2020
Patrick D. Hallinan
Chief Financial Officer
Fortune Brands Home & Security, Inc.
520 Lake Cook Road
Deerfield, Illinois 60015-5611
Re:Fortune Brands Home & Security, Inc.
Form 10-K for the year ended December 31, 2019
Filed February 26, 2020
File No. 001-35166
Dear Mr. Hallinan:
            We have completed our review of your filing.  We remind you that the company and its
management are responsible for the accuracy and adequacy of their disclosures, notwithstanding
any review, comments, action or absence of action by the staff.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

CORRESP
1
filename1.htm

CORRESP

Fortune Brands

Home & Security, Inc.

520 Lake Cook Road

Suite 300

Deerfield, IL 60015-5611

847-484-4400 TEL

 June 10, 2020

 Office of
Real Estate & Construction

 United States Securities and Exchange Commission

Division of Corporation Finance

 100 F. Street, N.E.

Washington, D.C. 20549

Re:
 Fortune Brands Home & Security, Inc.

Form 10-K for the year ended December 31, 2019

Filed February 26, 2020

File No. 001-35166

Dear Division of Corporation Finance, Office of Real Estate & Construction:

Fortune Brands Home & Security, Inc. (the “Company”) respectfully submits the following response to a letter dated June 1, 2020, from
the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) with respect to the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2019, filed with the Commission on February 26, 2020.

 For convenience, the Staff’s comment is repeated below, followed by the
Company’s response.

 Item 8. Financial Statements and Supplementary Data

6. Goodwill and Identifiable Intangible Assets, page 41

1.
 We note you calculated the fair value of certain trade names in 2019 and 2018 for your impairment
evaluation. Please tell us how you determined it was not necessary to provide quantitative information about the significant unobservable inputs used in the fair value measurement of these assets. Please refer to ASC
820-10-50-2(bbb).

Response:

 The Company’s 2019 Form 10-K significant accounting policies footnote disclosure states that the Company calculates the fair value of indefinite-lived tradenames using the relief-from-royalty approach which estimates the present value of
royalty income that could be hypothetically earned by licensing the brand name to a third party over the remaining useful life.

 During the years ended
December 31, 2019 and 2018, the Company identified that three of its indefinite-lived tradenames were impaired. Within the goodwill and identifiable intangible assets footnote disclosure, the Company qualitatively discusses the circumstances
which led to declines in fair value, the significant inputs to the fair value calculations and the basis on which those inputs were determined. The significant unobservable inputs disclosed in the footnote include forecasted revenue growth rates for
the tradename, the assumed royalty rate, and a market-participant discount rate that reflects the level of risk associated with the tradenames’ future revenues and profitability.

 The Company concluded that additional quantitative disclosure of the selected inputs was not required because
the fair value measurements were considered immaterial to the Company’s overall consolidated financial statements (carrying value of impaired tradenames after impairment charges were less than 2% of 2019 total assets and less than 3% of 2018
total assets). As such, we consider the qualitative disclosures surrounding the valuation technique and relevant inputs in addition to the facts and circumstances leading to the impairment charges provided in our 2019
10-K to be adequate.

 Notwithstanding the above, based on the Staff’s comment, in future filings beginning
with our Form 10-Q for the period ending June 30, 2020, including prior year periods presented for comparative purposes, the Company will include quantitative information about significant unobservable
inputs (level 3) used in the fair value measurement of intangible assets pursuant to ASC 820-10-50-2(bbb). The proposed
disclosure will be in a substantially similar format as the following, which pertains to the tradenames measured at fair value during 2019 and 2018:

2019

2018

 Unobservable Input

Minimum

Maximum

Weighted
Average1

Minimum

Maximum

Weighted
Average1

 Discount Rate

13.0
%

13.5
%

13.3
%

12.6
%

14.0
%

13.0
%

 Royalty Rate²

3.0
%

4.0
%

3.3
%

3.0
%

3.5
%

3.1
%

 Long-term revenue growth rate³

3.0
%

3.0
%

3.0
%

2.0
%

3.0
%

2.7
%

1
 Weighted by relative fair value of the impaired tradenames.

2
 Represents estimated percentage of sales a market-participant would pay to license the impaired tradenames.

3
 Selected long-term revenue growth rate within 10-year projection period of the impaired tradenames.

 ********

 Should you or
any member of the Staff have any additional questions or comments regarding our response or the applicable filing, please feel free to contact me at 847-484-4215, or, in
my absence, Robert Biggart, Senior Vice President, General Counsel and Secretary, at 847-484-4443.

Sincerely,

 /s/ Patrick D. Hallinan

Patrick D. Hallinan

Senior Vice President and Chief Financial Officer

cc:
 Robert Biggart

Senior Vice President, General Counsel and Secretary

United States securities and exchange commission logo
June 1, 2020
Patrick D. Hallinan
Chief Financial Officer
Fortune Brands Home & Security, Inc.
520 Lake Cook Road
Deerfield, Illinois 60015-5611
Re:Fortune Brands Home & Security, Inc.
Form 10-K for the year ended December 31, 2019
Filed February 26, 2020
File No. 001-35166
Dear Mr. Hallinan:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Form 10-K for the year ended December 31, 2019
Item 8. Financial Statements and Supplementary Data
6. Goodwill and Identifiable Intangible Assets, page 41
1.We note you calculated the fair value of certain trade names in 2019 and 2018 for your
impairment evaluation. Please tell us how you determined it was not necessary to provide
quantitative information about the significant unobservable inputs used in the fair value
measurement of these assets. Please refer to ASC 820-10-50-2(bbb).
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Paul Cline at 202-551-3851 or Jennifer Monick at 202-551-3295 if you
have questions regarding the comment.

 FirstName LastNamePatrick D. Hallinan
 Comapany NameFortune Brands Home & Security, Inc.
 June 1, 2020 Page 2
 FirstName LastName
Patrick D. Hallinan
Fortune Brands Home & Security, Inc.
June 1, 2020
Page 2
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction

Mail Stop 4631

June 15, 2017

Via E -mail
Mr. E. Lee  Wyatt, Jr.
Senior Vice President and Chief Financial Officer
Fortune Brands Home & Security, Inc.
520 Lake Cook Road
Deerfield, IL  60015 -5611

RE: Fortune Brands Home & Security, Inc.
Form 10 -K for the Year Ended December 31, 2016
Filed February 28, 2017
  File No. 1 -35166

Dear Mr. Wyatt:

We have completed our review of your filing .  We remind you that the company and its
management are responsible for the accuracy and adequacy of the ir disclosure s, notwithstanding
any review, comments, action or absence by the staff .

Sincerely,

/s/ John Cash

John Cash
Accounting Branch Chief
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

CORRESP

 June 7, 2017

Mr. John Cash

 Accounting Branch Chief

Office of Manufacturing and Construction

 United States
Securities and Exchange Commission

 Washington, DC 20549-7010

Re:
Fortune Brands Home & Security, Inc.

Form 10-K for the Year Ended December 31, 2016

Filed February 28, 2017

Definitive Proxy Statement on Schedule 14A

Filed March 7, 2017

File No. 1-35166

 Dear Mr. Cash:

We have reviewed the comments and recommendations you provided in your letter dated May 31, 2017. We appreciate your comments and as requested we will
disclose in our future filings the changes described below.

 SEC Comment Letter

Definitive Proxy Statement on Schedule 14A filed March 7, 2017

Compensation Discussion and Analysis, page 18

1.
In future filings, please clearly disclose the minimum, target and maximum for performance goals and payout levels for your incentive plan compensation. The grants of plan-based awards table should include threshold,
target, and maximum estimated future payouts under equity and non-equity incentive plans. Please provide us proposed revised disclosure.

 Fortune Brands Response:

We agree to disclose the minimum, target and maximum performance goals and payout levels for our incentive plan compensation in future filings. Attached for
illustrative purposes is draft language to our 2017 Proxy Statement, where the changes are marked, to show you how we will disclose these goals in our Proxy Statement for 2018 and future years.

As to your second point, we believe that the Grants of Plan-Based Awards table in our 2017 Proxy Statement already included the threshold, target and maximum
estimated future payouts under equity and non-equity incentive plans. Please see page 35 of our 2017 Proxy Statement which we have also attached for your convenience. Our General Counsel, Robert Biggart, had a conversation with Edward Kelly of your
office last week to explain this point.

 Please telephone me at (847) 484-4518 or, in my absence, Robert Biggart, Senior Vice President, General
Counsel and Secretary, at (847) 484-4443, if you require additional information. If you wish to comment in writing, please send me an email at Lee.Wyatt@fbhs.com.

We are also filing this document via EDGAR.

Very truly yours,

/s/ E. Lee Wyatt, Jr.

E. Lee Wyatt, Jr.

Senior Vice President & Chief Financial Officer

cc:
Robert K Biggart

Senior Vice President, General Counsel and Secretary

 The Compensation Committee set minimum, target and maximum annual performance goals used to
determine each NEO’s annual cash incentive award. To establish challenging performance goals under the annual incentive program, the Compensation Committee reviewed the target performance goals and actual results for awards paid in 2015 and
considered its 2016 expected growth rate in the home products market as well as key assumptions relating to share gains, pricing, material inflation and productivity. The performance goals, at the minimum, target and maximum payout levels, were
intended to be challenging and required superior performance. The following table sets forth the minimum,
target and maximum performance measures, the actual performance results, the percentage payout and the amounts
paid to each NEO for the 2016 annual cash incentive awards:

2016 Annual Cash Incentive Performance Goals and Results

Performance and Goals(1)

Results and Awards

Named Executive Officer

Performance
Metric

Minimum
Performance
Measure

Target
Performance
Measure

Maximum
Performance
Measure

Actual
Performance(2)

% of
Payout

Amount
Paid

 Christopher J. Klein

EPS

$
1.98

$
2.46

$
2.94

$
2.60

113.9
%

$
1,628,770

ROIC

10.1
%

12.3
%

14.4
%

12.5
%

WCE

16.0
%

15.2
%

14.5
%

15.0
%

 E. Lee Wyatt, Jr.

EPS

$
1.98

$
2.46

$
2.94

$
2.60

113.9
%

$
750,316

ROIC

10.1
%

12.3
%

14.4
%

12.5
%

WCE

16.0
%

15.2
%

14.5
%

15.0
%

 David M. Randich(3)

OI

$
192.4

$
283

$
373.6

$
260.3

91.3
%

$
377,069

OM

8.9
%

11.2
%

13.0
%

10.9
%

WCE

14.0
%

12.1
%

10.6
%

11.9
%

 Nicholas I. Fink(4)

EPS

$
1.98

$
2.46

$
2.94

$
2.60

113.9
%

$
355,841

ROIC

10.1

%

12.3
%

14.4

%

12.5
%

WCE

16.0
%

15.2
%

14.5
%

15.0
%

OI

$
273.9

$
314.1

$
354.3

$
332.1

98.9
%

SALES(5)

0

%

1.5
%

3.5

%

0
%

WCE

18.6

%

16.9
%

15.4

%

16.3
%

 Robert K. Biggart

EPS

$
1.98

$
2.46

$
2.94

$
2.60

113.9
%

$
359,070

ROIC

10.1
%

12.3
%

14.4
%

12.5
%

WCE

16.0
%

15.2
%

14.5
%

15.0
%

(1)
OI minimum, target and maximum performance measures and actual performance results are shown in millions.

(2)
EPS, ROIC, OI and OM actual performance were adjusted to exclude the effect of currency fluctuations. EPS and ROIC actual performance were adjusted to exclude the
effect of the adoption of FASB ASU 2016-09.

(3)
Mr. Randich’s goals related to MasterBrand Cabinet’s performance.

(4)
Mr. Fink’s award was pro-rated based on Fortune Brands’ company-wide performance metrics for the period January to July and Moen’s performance
metrics for the remainder of the year.

(5)
Sales Above Market was determined by calculating the percentage change in Moen’s annual sales in excess of the percentage 2016 sales growth in the plumbing market.

 2014-2016 Performance Share Awards Payout

In 2014, the Compensation Committee awarded all of the then-serving NEOs PSAs to be settled in early 2017 if the Company achieved certain
EPS and ROIC goals during the cumulative performance period from January 1, 2014 through December 31, 2016, with EPS weighted 75% and ROIC weighted 25%. The Compensation Committee certified a payout level of 80.9%. The minimum, target and maximum goals for cumulative EPS and average ROIC from January 1, 2014 through December 31, 2016 and the Company’s actual results were as follows:

 2014-2016 PSA

Target EPS and ROIC Goals and Results

Metric

Minimum

Target

Maximum

 Actual

Performance

% of Payout

 EPS (75%)

$
4.76

$
6.77

$
8.67

$
6.56

80.9
%

 ROIC (25%)

8.9
%

12.4
%

15.6
%

11.7
%

 Based on the achievement of the 2014-2016 EPS and ROIC performance goals, all of the eligible NEOs
received the following number of shares of Company common stock pursuant to the terms of the award agreements:

Named Executive Officer

Shares Granted

 Christopher J. Klein

24,836

 E. Lee Wyatt, Jr.

10,193

 David M. Randich

5,986

 Robert K. Biggart

4,773

  2016 EXECUTIVE COMPENSATION
(CONTINUED)

2016 GRANTS OF PLAN-BASED
AWARDS

 Name and

 Grant Date

Estimated Future Payouts Under

 Non-Equity Incentive Plan Awards

 Estimated Future Payouts

Under Equity Incentive Plan

 Awards

All Other

 Stock

Awards:

 Number

of Shares

 of Stock

or Units (#)

 All Other

Option

 Awards:

 Number
of

 Securities

 Underlying

Options (#)

 Exercise

or Base

 Price of

Option

 Awards

($/Sh)

 Grant

Date

 Value of

 Stock
and

 Option

 Awards

($)(1)

 Threshold

($)

 Target

($)

 Maximum

($)

 Threshold

(#)

 Target

(#)

 Maximum

(#)

 Christopher J. Klein

 02/29/2016(2)

$
0

$
1,430,000

$
2,860,000

 02/29/2016(3)

131,200

$
50.22

$
1,666,240

 02/29/2016(4)

32,800

$
1,667,880

02/29/2016(5)

0

32,800

65,600

$
1,667,880

 E. Lee Wyatt, Jr.

 02/29/2016(2)

$
0

$
658,750

$
1,317,500

 02/29/2016(3)

49,900

$
50.22

$
633,730

 02/29/2016(4)

12,500

$
635,625

 02/29/2016(5)

0

12,500

25,000

$
635,625

 03/11/2016(6)

40,000

$
2,047,000

 David M. Randich

 02/29/2016(2)

$
0

$
413,000

$
826,000

 02/29/2016(3)

32,800

$
50.22

$
416,560

 02/29/2016(4)

8,200

$
416,970

 02/29/2016(5)

0

8,200

16,400

$
416,970

 Nicholas I. Fink

 02/29/2016(2)

$
0

$
331,500

$
663,000

 02/29/2016(3)

27,600

$
50.22

$
350,520

 02/29/2016(4)

6,900

$
350,865

02/29/2016(5)

0

6,900

13,800

$
350,865

 Robert K. Biggart

 02/29/2016(2)

$
0

$
315,250

$
630,500

 02/29/2016(3)

23,600

$
50.22

$
299,720

 02/29/2016(4)

5,900

$
300,015

 02/29/2016(5)

0

5,900

11,800

$
300,015

(1)
For stock options awarded on February 29, 2016, the grant date fair value is based on the Black-Scholes value of $12.70. The grant date fair value of PSAs and RSUs is
determined based upon the average of the high and low prices of the Company’s common stock on the grant date (for February 29, 2016 awards, $50.85 and for March 11, 2016 award to Mr. Wyatt, $51.175). Grant date fair values of
PSAs and RSUs are computed in accordance with FASB ASC Topic 718. For assumptions used in determining these values, see note 13 to the consolidated financial statements contained in the Company’s Form
10-K.

(2)
Amounts in this row reflect the range of potential payments under the Fortune Brands Home & Security, Inc. Annual Executive Incentive Compensation Plan. The
target payout for Messrs. Klein, Wyatt, Randich, Fink and Biggart is based on target awards of 130%, 85%, 70%, 65% and 65%, respectively, of base salary as of December 31, 2016. See pages 28-29 of the
CD&A for further information regarding the Annual Executive Incentive Compensation Plan.

(3)
This row reflects the number of stock options granted under the Fortune Brands Home & Security, Inc. 2013 Long-Term Incentive Plan (the “LTIP”) and
the grant date fair value of the stock options on the grant date. These stock options vest ratably in three equal annual installments, subject to continued employment through the applicable vesting dates.

(4)
The amounts in this row reflect the number of RSUs that were awarded under the LTIP and will vest in three equal annual installments, subject to continued employment
through the applicable vesting dates. For certain executives, these awards were subject to achievement of a 2016 EPS goal of $.25, which was intended to qualify these awards as “performance-based compensation” under Section 162(m) of the
Code.

(5)
The amounts in this row reflect the range of potential payouts for PSAs that were awarded under the LTIP for the 2016-2018 performance period. The performance goals for
the 2016-2018 PSAs are EPS (weighted 75%) and average ROIC (weighted 25%).

(6)
For Mr. Wyatt, the amounts in this row reflect the number of RSUs that were awarded as a retention equity award. 25% percent of the award vested in December 2016,
25% will vest in June 2017 and the remaining 50% will vest in December 2017, subject to continued employment through the applicable vesting dates.

 35

Mail Stop 4631

May 31, 2017

Via E -mail
Mr. E. Lee  Wyatt, Jr.
Senior Vice President and Chief Financial Officer
Fortune Brands Home & Security, Inc.
520 Lake Cook Road
Deerfield, IL  60015 -5611

RE: Fortune Brands Home & Security, Inc.
Form 10 -K for the Year Ended December 31, 2016
Filed February 28, 2017
  Definitive Proxy Statement on Schedule 14A
  Filed March 7, 2017
  File No. 1-35166

Dear Mr. Wyatt :

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

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not believe our
comment applies  to your facts and circumstances , please  tell us why in your response.

After reviewing your response to this comment, we may have  additional comments.

Definitive Proxy Statement on Schedule 14A filed March 7, 2017

Compensation Discussion and Analysis, page 18

1. In future filings, please clearly disclose the minimum, target, and maximum for
performance goals and payout levels for your incentive plan compensatio n.  The grants of
plan-based awards table should include threshold, target, and maximum estimated future
payouts under equity and non -equity incentive plans.  Please provide us proposed revised
disclosure.

We remind you that the company and its management  are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or a bsence of
action by the staff.

Mr. E. Lee Wyatt, Jr.
Fortune Brands Home & Security, Inc.
May 31, 2017
Page 2

You may contact Edward M. Kelly, Senior Counsel, at (202) 551 -3728 or Asia Timmons -
Pierce, Staff Attorne y, at (202) 551 -3754 with any questions.

 Sincerely,

 /s/ John  Cash

 John Cash
 Accounting Branch Chief
Office of Manufacturing and
Construction

May 31 , 2016

Mail Stop 4631

Via E -mail
Mr. E. Lee Wyatt, Jr.
Senior Vice President and Chief Financial Officer
Fortune Brands Home & Security, Inc.
520 Lake Cook Road
Deerfield, IL  60015 -5611

RE: Fortune Brands Home & Security, Inc.
Form 10 -K for the Year Ended December 31, 2015
Filed February 25, 2016
  File No. 1 -35166

Dear Mr. Wyatt:

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company 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.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing to be certain that the filing include s the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Melissa N. Rocha

 Melissa N. Rocha
Senior Assistant Chief Accountant
Office of Manufacturing and
Construction

CORRESP
1
filename1.htm

CORRESP

 May 23, 2016

Melissa N. Rocha

 Senior Assistant Chief Accountant

Office of Manufacturing and Construction

 United States
Securities and Exchange Commission

 Washington, DC 20549-7010

Re:

Fortune Brands Home & Security, Inc.

Form 10-K for the Year Ended December 31, 2015

Filed February 25, 2016

File No. 1-35166

 Dear Ms. Rocha:

 We have
reviewed the comments and recommendations you provided in your letter dated May 10, 2016. We appreciate your comments, and we acknowledge the following:

•

The Company is responsible for the adequacy and accuracy of the disclosures in our filings;

•

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 Company 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.

 FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2015

Item 8. Financial Statements and Supplementary Data

Note 4. Acquisitions, page 56

1.
We note that you recorded customer relationships of $210 million as a result of the Norcraft acquisition, and the useful life of the customer relationships is estimated to be twenty years. We further note your
disclosure on page 60 that you have customer and contractual relationships of $333.8 million as of December 31, 2015, which are subject to amortization over an estimated useful life ranging from three to thirty years. Please clarify your
disclosure to state whether customer relationships are amortized on the straight-line method or an accelerated method that aligns with customer attrition. If you amortize customer relationships using the straight-line method rather than an
accelerated method, please tell us why you believe this method reflects the pattern in which the economic benefits are consumed or explain why you cannot reliably determine the pattern in accordance with ASC 350-30-35-6. Note that customer
relationships may dissipate at a more rapid rate in the earlier periods following a company’s succession to these relationships, with the rate of attrition declining over time until relatively few customers remain who persist for an extended
period. Under this pattern, a significant amount of cash flows derived from the acquired customer base may be recognized in earlier periods and then fall to a materially reduced level in later years. In this regard, an accelerated method of
amortization, rather than the straight-line method, may be the most appropriate and systematic allocation of the intangibles’ cost to the periods benefited.

Response:

 We amortize our
customer and contractual relationship intangible assets using the straight-line method. In determining whether the straight-line method is more appropriate than an accelerated method, we review and consider both quantitative and qualitative
measures. Specifically, our considerations include the following:

•

Our customer and contractual relationship intangible assets stem from acquisitions of companies in the home products and security markets. The customers of our acquired companies include kitchen and bath dealers,
wholesalers oriented to builders or professional remodelers, industrial and locksmith distributors, “do-it-yourself” remodeling-oriented home centers, mass merchants and other retail outlets. Typically, companies that service customers in
these markets have long-term customer relationships and low customer attrition rates, which result in projected sales from an acquired customer base over an extended period of time. Our acquired companies continue to market their products under the
same tradenames with no or minimal changes to price points, styles, materials and customization levels.

•

Accordingly, we do not expect significant customer attrition in post-acquisition periods. For example, we reviewed customer attrition for our most recent acquisition (i.e., Norcraft) and noted that for the
post-acquisition period from the date of acquisition in May 2015 to April 30, 2016 we experienced customer attrition in the mid-single digits, consistent with the attrition assumption used in valuing the acquired customer relationship
intangible. This review confirmed our expectation of retaining acquired customer relationships over the long-term.

•

We review the projected undiscounted cash flows underlying the customer and contractual relationship valuations and noted that the resulting annual undiscounted cash flows are relatively stable over the estimated period
of economic benefit.

 As a result of these considerations and in accordance with ASC 350-30-35-6, we believe that the
straight-line method of amortization is the most appropriate methodology as it is supported by the pattern in which the economic benefits of the customer and contractual relationship intangible assets are consumed. In future filings, we will
clarify our disclosure and will state that our customer and contractual relationships are amortized using the straight-line method.

 ***

 Please telephone me at (847) 484-4518 or, in my absence, Robert Biggart, Senior Vice President, General
Counsel and Secretary, at (847) 484-4443, if you require additional information or wish to comment further orally. If you wish to comment in writing, please send such comment to me by email to Lee.Wyatt@fbhs.com.

Very truly yours,

 /s/ E. Lee Wyatt, Jr.

E. Lee Wyatt, Jr.

 Senior Vice President and Chief Financial
Officer

May 10 , 2016

Mail Stop 4631

Via E -mail
Mr. E. Lee Wyatt, Jr.
Senior Vice President and Chief Financial Officer
Fortune Brands Home & Security , Inc.
520 Lake Cook Road
Deerfield, IL  60015 -5611

RE: Fortune Brands Home & Security, Inc.
Form 10 -K for the Year Ended December 31, 2015
Filed February 25, 2016
  File No. 1 -35166

Dear Mr. Wyatt :

We have limited our review  of your filing  to the financial statements and related
disclosures and have the following comment .  In our comment , we may ask you to provide us
with information so we may better understand your disclosure.

Please respond to this comment  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you do not believe our
comment  applies  to your facts and circumstances, please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Item 8. Financial Statements and Supplementary Data

Note 4. Acquisitions, page 56

1. We note that you recorded customer relationships of $210 million as a result of the Norcraft
acquisition, and the useful life of the customer relat ionships is estimated to be twenty years.
We further note your disclosure on page 60 that you have customer and contractual
relationships of $333.8 million as of December 31, 2015, which are subject to amortization
over an estimated useful life ranging fr om three to thirty years.  Please clarify your disclosure
to state whether customer relationships are amortized on the straight -line method or an
accelerated method that aligns with customer attrition.  If you amortize customer
relationships using the stra ight-line method rather than an accelerated method, please tell us
why you believe this method reflects the pattern in which the economic benefits are
consumed or explain why you cannot reliably determine the pattern in accordance with ASC
350-30-35-6.  Note that customer relationships may dissipate at a more rapid rate in the

Mr. E. Lee Wyatt, Jr.
Fortune Brands Home & Security , Inc.
May 10 , 2016
Page 2

 earlier periods following a company´s succession to these relationships, with the rate of
attrition declining over time until relatively few customers remain who persist for an
extend ed period.  Under this pattern, a significant amount of cash flows derived from the
acquired customer base may be recognized in earlier periods and then fall to a materially
reduced level in later years.  In this regard, an accelerated method of amortizati on, rather than
the straight -line method, may be the most appropriate and systematic allocation of the
intangibles´ cost to the periods benefited.

We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to b e 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 responsi ble 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 company 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.

You may contact Jeffrey Gordon, Staff Accoun tant, at (202) 551 -3866 or me at (202)
551-3854 with any questions.

 Sincerely,

 /s/ M elissa N. Rocha

 Melissa N.  Rocha
 Senior Assistant Chief Accountant
Office of Manufacturing and
Construction

January 28 , 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
  File No. 1-35166

Dear Mr. Wyatt :

We have completed our review of your filings.  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing s and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities laws of th e United States.  We urge all persons who are responsible for the
accuracy and adequacy of the disclosure in the filing s to be certain that the filing s include the
information the Securities Exchange Act of 1934 and all applicable rules require.

       Sincerely,

       /s/ Rufus Decker

Rufus Decker
       Accounting Branch Chief

CORRESP
1
filename1.htm

Response letter to SEC

 January 22, 2013

 VIA EDGAR

 Mr. Rufus Decker

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549-7010

Re:
Fortune Brands Home & Security, Inc.

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

 Filed February 22, 2012

 Form 10-Q for the Period 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. Decker:

 Set forth below are the responses of Fortune Brands Home & Security, Inc. (the “Company”) to the comments raised in the letter dated January 11, 2013 (the “Comment
Letter”), from the staff (the “Staff”) of the Securities and Exchange Commission with respect to the above referenced filings. For the convenience of the Staff, the Staff’s comments contained in the Comment Letter have been
reproduced below and the Company’s responses thereto have been set forth immediately after each comment. We will reflect in our future filings the changes outlined herein, and we acknowledge the following:

•

 The Company is responsible for the adequacy and accuracy of the disclosures in our filings;

•

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

•

 The Company 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.

 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.

Response:

Where our responses include additional or revised disclosures, we have shown or described what the revision will look like and we will
incorporate such disclosure in future filings, including our interim filings, if applicable.

 Management’s Discussion and Analysis

 Critical Accounting Policies and Estimates

 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.

Response:

 The
impact of this change to include the market approach reduced the estimated fair values of the Therma-Tru entry doors and Simonton windows reporting units. If, as in prior years, the Company had used solely the income approach, the fair values would
have exceeded the carrying values by a larger percentage as shown below:

Prior
Income Approach only

New Income (80%) /
Market
(20%) Approach

 Therma-Tru entry doors

19
%

4
%

 Simonton windows

17
%

6
%

 2

 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 sales. 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 may have significantly
impacted a segment’s results in a given period.

 Response:

We respectfully submit the following:

•

 We have quantified all factors that we believe materially impact changes in line items including consideration of situations where multiple factors may
have contributed to material changes in a line item.

•

 In certain cases, we refer to factors but do not provide specific quantification of these factors (e.g. price increases and raw material cost changes).
While we believe these factors do not materially impact changes in line items for the particular period such that they are required to be disclosed or quantified, we nevertheless include them because we believe they are items that either
(a) may have historically had a material impact on our results and are therefore important to management and are of on-going interest to our investors or (b) provide additional qualitative information, which enhances the quality of our
overall disclosure.

•

 In addition, in certain instances we refer to factors that we do not believe are reasonably quantifiable. For example, our businesses have productivity
improvement programs that, due to their nature, cannot be isolated from the cost increases they are offsetting. As a result, they can not be reasonably quantified. Nonetheless, we believe these programs are an important element in our long-term
performance and we therefore refer to them in periods in which we believe their impact is noteworthy.

•

 With regard to the impact of specific products or similar products that may have materially impacted segment results, the Company’s
Plumbing & Accessories segment sells a broad portfolio of products that principally consist of faucets and typically no one specific product or product group significantly impacts the segment results in a given period. This same situation
exists in our Kitchen & Bath Cabinetry segment. However, within our Advanced Materials Windows & Door Systems segment and our Security & Storage segment, we do have distinct product groups (i.e. windows vs. door products;
security vs. storage products) where net sales may perform differently in a given period. For these

 3

two segments, we will quantify material differences in net sales growth rates of a product group where net sales growth of the product group differs from that for the overall segment. As set
forth below, we have made additional revisions to our Advanced Material Windows & Door Systems Management’s Discussion & Analysis for the nine months ended September 30, 2012.

•

 In the particular case of Plumbing & Accessories, for the nine months ended September 30, 2012, our increases in both net sales and
operating income are predominantly attributable to one factor – higher sales volume due to improving market conditions in the U.S. and our continued expansion in China. There are not other factors materially impacting our net sales and
operating income trends. Net sales and operating income were not materially impacted by price increases. Customer program costs were higher as a direct result of higher sales volume because a substantial majority of our customer programs in
Plumbing & Accessories are volume-based rebate and allowance programs, which are recorded in net sales. As set forth below, we have made additional revisions to our Plumbing & Accessories Management’s Discussion &
Analysis for the nine months ended September 30, 2012 with a view toward more clearly stating the predominant impact of sales volume. In future filings, we will improve the clarity of our disclosure by limiting or eliminating qualifiers such as
“primarily” in situations where there is a clear single material underlying overall driver of our operating performance.

 Plumbing & Accessories

 Net sales increased $99.5 million, or 14%,
primarily due to higher sales volume in the U.S., driven by strength from the new construction market, as well as approximately $30 million in higher international sales volume, particularly in China where we
are expanding our brand, footprint and customer relationships. Net sales also benefited from price increases to help mitigate raw material cost increases. The increase in net sales was partially offset by higher volume-related customer
program costs.

 Operating income increased $28.6 million, or 29%, primarily due to higher sales volume.
Productivity improvements and price increases also benefited operating income. Operating income was unfavorably impacted by the mix of business, higher incentive compensation expense and increased costs for raw materials (primarily brass and
resins).

 Advanced Material Windows & Door Systems

Net sales increased $32.2 million, or 8%, primarily due to higher sales volume driven by strength in the U.S. new
construction market impacting both door and window products., new business Sales of door products increased $25.1 million, or 12%, and sales of window products increased $7.1 million, or 4%. Net sales also benefited
from price increases implemented to help mitigate higher raw material and transportation costs.

 Operating income improved
$14.0 million, to income of $4.4 million, primarily due to higher sales volume, $5.4 million of lower restructuring and other charges and $2.0 million of income attributable to a reduction of a contingent consideration liability
related to an

 4

acquisition. Operating income also benefited from price increases and productivity initiatives. Operating income was unfavorably impacted by higher incentive compensation expense and
unfavorable mix.

 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 measures reflect
the expected return on plan assets, which you have disclosed, as a result of your non-GAAP financial 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.

Response:

Below is a revised expanded disclosure explaining our non-GAAP financial measure that removes actuarial gains or losses associated with
our defined benefit plans. The changes to note (g) in our press release disclosure tables are shown below in italics. We have added disclosure to explicitly state that our non-GAAP financial measures reflect the expected return on plan assets.
In addition, we have clarified our language to explain why we believe the exclusion of actuarial gains or losses provides useful supplemental information on our performance.

 (g) Represents actuarial losses associated with our defined benefit plans. Actuarial gains or losses in a period represent the difference between actual and actuarially assumed experience, principally
related to liability discount rates and plan asset returns, as well as other actuarial assumptions including compensation rates, turnover rates, and health care cost trend rates. The Company recognizes actuarial gains or losses immediately in
operating income to the extent they cumulatively exceed a “corridor.” The corridor is equal to the greater of 10% of the fair value of plan assets or 10% of a plan’s projected benefit obligation. Actuarial gains or losses are
determined at required remeasurement dates which occur at least annually in the fourth quarter. Our Operating Income Before Charges/Gains reflects our expected rate of return on pension plan assets which in a given period may materially differ from
our actual return on plan assets. Our liability discount rates and plan asset returns are based upon difficult to predict fluctuations in global bond and equity markets that are not directly related to the Company’s business. We believe that
the exclusion of actuarial gains or losses from Operating Income Before Charges/Gains provides investors with useful supplemental information regarding the underlying performance of the business from period to period that may be considered in
conjunction with our operating income as measured on a GAAP basis. We present this supplemental information because such actuarial gains or losses may create volatility in our operating income that does not necessarily have an immediate
corresponding impact on operating cash flow or the actual compensation and benefits provided to our employees. The table below sets forth additional supplemental information on the Company’s historical actual and expected rate of
return on plan assets, as well as discount rates used to value its defined benefit obligations:

(In millions)

Year
Ended
December 31, 2011

Year
Ended
December 31, 2010

%

$

%

$

 Actual return on plan assets

(0.6
%)

$
( 2.7
)

15.1
%

$
60.1

 Expected return on plan assets

8.5
%

41.3

8.5
%

37.1

 Discount rate at December 31:

 Pension benefits

5.8
%

6.0
%

 Postretirement benefits

5.3
%

5.8
%

 5

 ***

 Please telephone me at (847) 484-4518 or, in my absence, Lauren Tashma, Senior Vice President, General Counsel and Secretary, at (847) 484-4443, if you require additional information or wish to
comment further orally. If you wish to comment in writing, please send such comment to me by email.

 Very truly yours,

/s/ E. Lee Wyatt, Jr.

 E. Lee Wyatt, Jr.

 Senior Vice President and Chief Financial Officer

 6

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

CORRESP
1
filename1.htm

Response Letter to SEC

 January 7, 2013

 VIA EDGAR

 Mr. Rufus Decker

 Accounting Branch Chief

 Division of Corporation Finance

United States Securities and Exchange Commission

Washington, DC 20549-7010

Re:
Fortune Brands Home & Security, Inc.

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

 Filed February 22, 2012

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

Filed November 5, 2012

 Form 8-K

 Filed October 23, 2012

File No.1-35166

 Dear
Mr. Decker:

 Set forth below are the responses of Fortune Brands Home & Security, Inc. (the “Company”) to the comments
raised in the letter dated December 14, 2012 (the “Comment Letter”) from the staff (the “Staff”) of the Securities and Exchange Commission with respect to the above referenced filings. For the convenience of the Staff, the
Staff’s comments contained in the Comment Letter have been reproduced below and the Company’s responses thereto have been set forth immediately after each comment. We will reflect in our future filings the changes outlined herein, and we
acknowledge the following:

-

 The Company is responsible for the adequacy and accuracy of the disclosures in our filings;

-

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

-

 The Company 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.

 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.

Response:

Where our responses include additional or revised disclosures, we have shown or described what the revision will look like and we will
incorporate such disclosure in future filings, including our interim filings.

 Management’s Discussion and Analysis

Liquidity and Capitalization, page 36

Cash Flows, page 37

2.
In regards to your presentation of free 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 commitments that have not been included in your determination of free cash flow. Refer to Compliance and Disclosure Interpretation 102.07 which is available on our website at
http://www.sec.gov/divisions/corpfin/guidance/nongaapinterp.htm.

 Response:

We respectfully submit that we discontinued the presentation of free cash flow in our Form 10-K and 10-Q filings effective with our Form
10-Q for the period ended March 31, 2012 which was filed on May 4, 2012. If we begin disclosing free cash flow in future Form 10-K or 10-Q filings, we will include disclosure regarding material limitations to the measurement. For example,
we would include disclosure similar to the following: “Free cash flow does not reflect adjustments for certain non-discretionary cash flows such as mandatory debt repayments.” We would also include the above disclosure in future Form
8-K’s that furnish financial information that includes free cash flow.

 2

 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 these payments should be included in the table. Please also disclose any assumptions you made to derive these amounts in a footnote to the table.

Response:

Beginning with our Form 10-K for the year ended December 31, 2012 (“our 2012 Form 10-K”), we will revise the contractual
obligations table to include estimated interest payments on our debt.

 Below is an example of the revised disclosure and table
of contractual cash obligations that will include estimated interest payments on our debt. Changes in our disclosure are noted in italics.

 Contractual Obligations and Other Commercial Commitments

The following table describes our obligations and commitments to make future payments under contracts, such as debt and
lease agreements, and under contingent commitments, such as debt guarantees, as of December 31, 2011.

(In millions)

Payments Due by Period as of December 31, 2011

 Contractual Obligations

Total

Less than
1 year

1-3 years

4-5 years

After
5
years

 External short-term borrowings

$
3.8

$
3.8

$
—

$
—

$
—

 Total debt

406.8

17.5

63.2

319.3

6.8

 Interest payments on debt(a)

29.8

7.2

13.0

9.6

—

 Operating leases

84.1

27.8

34.3

14.9

7.1

 Purchase obligations(b)

243.7

237.0

3.7

2.0

1.0

 Defined benefit plan contributions(c)

26.6

26.6

—

—

—

 Total

$
794.8

$
319.9

$
114.2

$
345.8

$
14.9

(a)
 Interest payments on debt were calculated using the borrowing rate in effect on December 31,
2011.

(b)
 Purchase obligations include contracts for raw material and finished goods purchases; selling and administrative services; and capital expenditures. As
of December 31, 2011, there were no material commitments for capital expenditures.

(c)
 Minimum required contributions cannot be determined beyond 2012.

 3

 Critical Accounting Policies and Estimates

 Long-Lived Assets, page 42 and Goodwill and Indefinite-Lived Intangible 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.

 Response:

At December 31, 2011, we considered the reduced revenue growth and profit margin expectations related to Simonton to be trigger
events under ASC 360-10-35-21, and therefore tested the long-lived assets of Simonton for impairment pursuant to the requirements of ASC 360. The required undiscounted cash flow test indicated that the future cash flows of the assets were
substantially greater than their carrying values. As such, no impairments were identified or recorded related to Simonton long-lived assets.

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 the estimated excess fair value of the Advanced Materials Windows & Doors Systems reporting units is less than 10%. Please
provide the following disclosures for each of these reporting units:

¡

 Identify the reporting unit;

¡

 The percentage by which fair value exceeds the carrying value of the most-recent step-one test;

¡

 The amount of goodwill and indefinite-lived tradenames;

¡

 A description of the assumptions that drive the estimated fair value;

¡

 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

¡

 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.

 Response:

 Beginning with our 2012 Form 10-K and as required in future filings, we will revise our disclosure with respect to Goodwill and Indefinite-lived Intangible Assets in our Critical Accounting Policies and
Estimates in a manner similar to the following. The new disclosure is shown below in italics:

 As of December 31,
2011, we evaluated the recoverability of goodwill using a weighting of the income (80%) and market (20%) approaches. For the income approach, we use a discounted cash flow model, estimating the future cash flows of the

 4

reporting units to which the goodwill relates and then discounting the future cash flows at a market-participant-derived weighted-average cost of capital. In determining the estimated future cash
flows, we consider current and projected future levels of income based on management’s plans for that business; business trends, prospects and market and economic conditions; and market-participant considerations. Furthermore, our cash flow
projections used to assess impairment of our goodwill and other intangible assets are significantly influenced by our projection for the recovery of the U.S. home products market in the next 3 to 5 years and our annual operating plans finalized in
the fourth quarter of each year. For the market approach, we apply market multiples for peer groups to the current operating results of the reporting units to estimate each reporting unit’s fair value. Prior to 2011, we relied solely
on the income approach to estimate fair value. The market approach was added to incorporate consideration of the disparity in values between the income approach and market approach caused by the cyclical nature of many of the Company’s
businesses. Predominant weight was put on the Company’s income approach (and future estimates of discounted cash flow) because we believe the recent historical operating results used in the market approach are not as relevant for valuation
purposes as they reflect depressed cash flows due to the recent U.S. recession and the significant decline in both new home construction and repair and remodel market activity relative to historic levels. The Company’s reporting units are
operating segments or one level below the operating segment. When the estimated fair value of a reporting unit is less than its carrying value, we measure and recognize the amount of the goodwill impairment loss, if any. Impairment losses, limited
to the carrying value of goodwill, represent the excess of the carrying value of a reporting unit’s goodwill over the implied fair value of that goodwill. The implied fair value of a reporting unit is estimated based on a hypothetical
allocation of each reporting unit’s fair value to all of its underlying assets and liabilities in accordance with the requirements of ASC 350. Both of the reporting units within Advanced Material Windows & Door Systems have tradenames
and goodwill. As of December 31, 2011, for the two reporting units within Advanced Material Windows & Door Systems, Therma-Tru’s fair value exceeded its carrying value by 4% and Simonton’s fair value exceeded its carrying
value by 6%. In addition, any future reduction in the estimated fair value of the indefinite-lived tradenames within these reporting units would result in an impairment charge. As of December 31, 2011, the amounts of goodwill and
indefinite-lived tradenames for the reporting units within the Advanced Material Windows & Door Systems segment were as follows:

 (In millions)

 Reporting unit

Goodwill

Indefinite-lived
Tradenames

 Therma-Tru entry doors

$
143.0

$
166.0

 Simonton windows

87.2

61.0

 5

 The significant assumptions that were used to determine the estimated fair value for
goodwill impairment testing included the following: third-party market forecasts of U.S. new home starts and home repair and remodel spending; management’s sales, profit and cash flow forecasts; peer company EBITDA earnings multiples; the
market-participant-based weighted-average cost of capital; and the perpetuity growth rate. The significant assumptions that were used to determine the estimated fair value for indefinite-lived tradename testing are third-party market forecasts of
U.S. new home starts and home repair and remodel spending; management’s sales and profit margin forecasts; the market-participant weighted-average cost of capital; and the perpetuity growth rate.

Our estimates of reporting unit fair values are based on certain assumptions that may differ from our historical and future actual
operating performance. Specifically, assumptions related to growth in the new construction and repair and remodel segments of the U.S. home products markets drive our forecasted sales growth. The market forecasts are developed using independent
third-party forecasts from multiple sources. In addition, estimated future profit margins and cash flow consider our historical performance at similar levels of sales volume and management’s future operating plans as reflected in annual and
long-term plans that are reviewed and approved by management.

 The events and/or circumstances that could have a
potential negative effect on the estimated fair value of our reporting units and indefinite-lived tradenames include: actual new construction and repair and remodel growth rates that lag our assumptions, actions of key customers, volatility of
discount rates, continued economic uncertainty, higher levels of unemployment, weak consumer confidence, and lower levels of discretionary consumer spending.

6.
For any long-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 the 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 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

•

 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

 Response:

 As of December 31, 2011, we did not identify any asset groups where undiscounted cash flows were not substantially in excess of carrying value. In accordance with ASC 360-10-35-21, we give
consideration to whether or not events or changes in circumstances indicate that an asset group’s carrying amount may not be recoverable. Because of the indefinite-lived intangible asset impairments referred to in Question 4, we tested the
asset groups within the Advanced Material Windows & Door Systems segment as of December 31, 2011 and concluded that the future undiscounted cash flows were substantially higher than the carrying value of the asset groups. We will
provide the disclosures listed above in future periods if we determine that undiscounted cash flows for any long-lived assets or asset groups are not substantially in excess of the carrying value.

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 t

CORRESP
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Correspondence Letter

 December 18, 2012

 VIA EDGAR Correspondence

 Mr. Rufus Decker

Accounting Branch Chief

 Division of Corporation
Finance

 United States Securities and Exchange Commission

 Washington, DC 20549-7010

Re:
Fortune Brands Home & Security, Inc.

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

 Filed
February 22, 2012

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

Filed November 5, 2012

 Form 8-K

 Filed October 23, 2012

File No. 1-35166

Dear Mr. Decker:

Reference is made to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) with respect to the
above-referenced filings on Form 10-K, Form 10-Q and Form 8-K of Fortune Brands Home & Security, Inc. (the “Company”) in the Staff’s letter dated December 14, 2012 (the “Comment Letter”) addressed to
Mr. E. Lee Wyatt, Jr., Chief Financial Officer of the Company.

 Per the phone conversation between Edward Wiertel, Senior
Vice President, Finance, of the Company, and Nudrat Salik on December 17, 2012, Ms. Salik indicated that the Staff would be willing to grant the Company an extension until January 11, 2013 for the Company to submit its response to the
Comment Letter. Accordingly, the Company will submit its response to the Comment Letter on or before January 11, 2013.

Please contact the undersigned at (847) 484-4540 should you require additional information or have any questions.

Very truly yours,

 /s/ Edward Wiertel

 Senior Vice President, Finance

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

CORRESP
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Acceleration Request

 August 31, 2011

 VIA EDGAR FILING AND OVERNIGHT DELIVERY

 United States Securities and Exchange Commission

 Division of Corporation Finance

Office of Manufacturing and Construction

 100 F
Street, N.E.

 Washington, DC 20549-4631

Re:
Fortune Brands Home & Security, Inc.

Registration Statement on Form 10

File No. 1-35166

 Dear Ladies and
Gentlemen,

 In accordance with Rule 12d1-2 promulgated under the Securities Exchange Act of 1934, as amended (the
“Act”), Fortune Brands Home & Security, Inc. (the “Company”) hereby respectfully requests that the effective date of its Registration Statement on Form 10 (File No. 1-35166) be accelerated by the Securities and
Exchange Commission (the “Commission”) to 9:00 a.m., New York City time, on September 2, 2011, or as soon thereafter as practicable.

 The Company hereby acknowledges that:

•

 should the Commission or the staff of the Commission (the “Staff”), acting pursuant to delegated authority, declare the filing effective, it
does not foreclose the Commission from taking any action with respect to the filing;

•

 the action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Company from
its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

•

 the Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person
under the federal securities laws of the United States.

 It would be appreciated if, as soon as the
Registration Statement is declared effective, you would so inform Lauren S. Tashma at (847) 484-4443, with written confirmation sent to the address listed on the cover of the Registration Statement.

Very truly yours,

Fortune Brands Home & Security, Inc.

By:

 /s/ Lauren S. Tashma

Name:

Lauren S. Tashma

Title:

Assistant Secretary

CORRESP
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Correspondence

 August 31, 2011

 VIA EDGAR SUBMISSION

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of
Manufacturing and Construction

 100 F Street, N.E.

 Washington, DC 20549-4631

Re:

Fortune Brands Home & Security, Inc.

Amendment No. 6 to Registration Statement on Form 10

File No. 1-35166

 Ladies and Gentlemen,

 We are writing to respond to the comments raised in the staff’s letter to Fortune Brands Home & Security, Inc. (the “Company”) dated August 31, 2011. Simultaneously with the
submission of this letter, we have filed Amendment No. 6 to the Company’s Registration Statement on Form 10, File No. 1-35166 (the “Form 10”) through the Securities and Exchange Commission’s EDGAR filing system. Please
note that, in response to the comment raised in the staff’s letter to the Company dated August 31, 2011, the Company has refiled its complete credit agreement, including all schedules and exhibits thereto, as exhibit 10.6 to the Form 10.
We will also send to the staff, via overnight delivery, marked copies of the Form 10 showing all revisions made since Amendment No. 5 to the Form 10 was filed on August 26, 2011.

We acknowledge the following:

•

 The Company is responsible for the adequacy and accuracy of the disclosures 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 Company 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 wish to discuss Amendment No. 6 to the Form 10 at any time, or if there is
anything we can do to facilitate the Staff’s processing of this filing, please telephone me at (847) 484-4443 or, in my absence, Mark A. Roche, Senior Vice President, General Counsel and Secretary of Fortune Brands, Inc. at
(847) 484-4440.

Very truly yours,

/s/ Lauren Tashma

Lauren Tashma

Assistant Secretary

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

          August 30, 2011
 Via Facsimile

Mr. Christopher J. Klein President and Chief Executive Officer Fortune Brands Home & Security LLC 520 Lake Cook Road Deerfield, IL 60015-5611

 Re: Fortune Brands Home & Security LLC
  Amendments 4 and 5 to Registration Statement on Form 10   Filed August 22 and 26, 2011
 File No. 1-35166

Dear Mr. Klein:

We reviewed the filings and have the comment below.
 Exhibit 10.6

 1. We note that you did not file the schedules and exhibits to the credit  agreement filed as
exhibit 10.6.  Unlike Item 601(b)(2) of Regul ation S-K, there is no provision in Item
601(b)(10) of Regulation S-K for excluding schedule s or similar attachments.  Please refile
the complete credit agreement, including its schedules and exhibits.
 Closing

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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 provi de a written statement from the company
acknowledging that:
 the company is responsible for the adequacy an d accuracy of the disclo sure in the filing;

Mr. Christopher J. Klein
Fortune Brands Home & Security, Inc. August 30, 2011 Page 2
  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 company may not assert staff comments as  a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

 You may direct questions on accounting commen ts to Lisa H. Ethe redge at (202) 551-
3424 or Rufus G. Decker at (202) 551-3769.  You may direct questions on other comments and
disclosure issues to Edward M. Kelly at ( 202) 551-3728 or Craig E. Slivka at (202) 551-3729.
         Very truly yours,          / s /  C r a i g  E .  S l i v k a ,  f o r           Pamela A. Long         A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Correspondence

 August 1, 2011

 VIA EDGAR SUBMISSION

 United States Securities and Exchange Commission

Division of Corporation Finance

 Office of
Manufacturing and Construction

 100 F Street, N.E.

 Washington, DC 20549-4631

 Attention:  Pamela A. Long, Assistant Director

Re:
Fortune Brands Home & Security LLC

 Amendment No. 2 to Registration Statement on Form 10

 File No. 1-35166

 Dear Ms. Long:

We are writing to respond to the comments raised in the staff’s letter to Fortune Brands Home & Security LLC (the
“Company”) dated July 18, 2011. The responses below correspond to the captions and numbers of those comments (which are reproduced below in italics). Capitalized terms used but not defined in this letter have the meanings assigned to
them in the preliminary information statement, filed as Exhibit 99.1 to Amendment No. 2 to the Company’s Registration Statement on Form 10, File No. 1-35166 (the “Form 10”), which was filed on July 7, 2011 (the
“Information Statement”). We expect to file Amendment No. 3 to the Form 10 containing a revised version of the preliminary information statement (“Amendment No. 3”) in mid-August.

We acknowledge the following:

•

 The Company is responsible for the adequacy and accuracy of the disclosures 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 Company 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.

 Equity Grants Following the Distribution, page 70

1.
 Please revise to disclose the amounts and types of equity-based awards that you expect to grant on the distribution date or shortly thereafter as
well as the terms associated with these awards.

We may have further comments once we review your revised disclosure.

Response: In Amendment No. 3, we will revise the disclosure as follows:

Equity Grants Following the Distribution

 Subject to the approval of the Compensation Committee of our Board of Directors, on the Distribution Date or shortly thereafter, we expect to grant equity-based awards to Home & Security named
executive officers, other Home & Security executive officers and select Home & Security key employees. The following table describes the proposed equity grants:

Value

 Named Executive Officer:

 Christopher J. Klein

$
6,600,000

 E. Lee Wyatt Jr.

2,000,000

 John N. Heppner

1,700,000

 David B. Lingafelter

1,700,000

 Gregory J. Stoner

1,700,000

 All other executive officers

5,425,000

 Other employees

300,000

 Total

$
19,425,000

 As of the date of this Information Statement, neither the types of awards nor the terms and conditions of
the awards have been determined. However, we expect that each of these awards would consist of both Home & Security RSUs and Home & Security options, would vest over a four-year period (with the vesting dates occurring on the
second, third and fourth anniversaries of the grant date) and would vest in their entirety upon a change in control of the Company.

 Following the Separation, Home & Security will not grant equity-based awards to any employees of Fortune Brands.

 Unaudited Pro Forma Consolidated Financial Statements, page 98

2.
 We note your response to comment two from our later dated June 22, 2011; however, we believe that the presentation remains a bit confusing to
readers. For example, on page 100, you use the term “pro forma” interchangeably to describe loss per basic and diluted common share before and after adjustments. It would be helpful if your pro forma consolidated statement of income
included the same types of columns as the pro forma consolidated balance sheet so that it is clear that the ($0.08) per share presented in the far left column on page 100 represents unadjusted pro forma loss per basic and diluted common share while
the amount that will be presented in the far right column of the same line on page 100 represents the adjusted pro forma loss per basic and diluted common share. As a related matter, since you seem to describe both unadjusted pro forma amounts and
adjusted pro forma amounts interchangeably throughout the filing as “pro forma” amounts, please revise your filing throughout to clearly differentiate between the unadjusted and adjusted

 2

pro-forma amounts to eliminate any potential confusion.

Response: We will revise the pro forma disclosure as requested in Amendment No. 3. Our revised columnar presentation will be as
follows:

 Historical

Historical
Adjustments

Historical
Adjusted
Pro Forma

Other
Adjustments

Pro Forma

 “Historical” financial information, including “Historical Adjustments,” will be
referred to as “Historical Adjusted Pro Forma.” “Historical Adjustments” will refer to those adjustments required by SEC Staff Accounting Bulletin Topic 1:B-3. “Historical Adjusted Pro Forma” plus “Other
Adjustments” will be referred to as “Pro Forma.” “Other Adjustments” will refer to those adjustments required by Article 11 of Regulation S-X. The above-columnar format will be used for the unaudited pro forma consolidated
balance sheet and the unaudited pro forma consolidated statements of income included in Amendment No. 3.

 Condensed Consolidated
Statements of Income, page F-36

3.
Please note the updating requirement of Rule 3-12 of Regulation S-X.

 Response: We will update the financial information included in Amendment No. 3 in accordance with Rule 3-12 of Regulation

 S-X.

 Please telephone me at (847) 484-4443 or, in my absence, Mark A.
Roche, Senior Vice President, General Counsel and Secretary, at (847) 484-4440, if you require additional information or wish to comment further orally. If you wish to comment in writing, please send such comment to me by facsimile at
(847) 484-4492.

Very truly yours,

 /s/ Lauren Tashma

Lauren Tashma

Assistant Secretary

 3

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-4631

       DIVISION OF
CORPORATION FINANCE

         July 18, 2011
 Via Facsimile

Mr. Christopher J. Klein President and Chief Executive Officer Fortune Brands Home & Security LLC 520 Lake Cook Road
Deerfield, IL 60015-5611

 Re: Fortune Brands Home & Security LLC
  Amendment 2 to Registration Statement on Form 10   Filed July 7, 2011
 File No. 1-35166

Dear Mr. Klein:

We reviewed the filing and have the comments below.
 Equity Grants Following the Distribution, page 70

 1. Please revise to disclose the amounts and types of equity-based awards that you expect to
grant on the distribution date or shortly thereafter as well as th e terms associated with these
awards.  We may have further comments once we review your revised disclosure.
 Unaudited Pro Forma Consolidated Financial Statements, page 98

 2. We note your response to comment two from our letter dated June 22, 2011; however, we
believe that the presentation remains a bit conf using to readers.  For example, on page 100,
you use the term “pro forma” interchangeably to  describe loss per ba sic and diluted common
share before and after adjustments.  It woul d be helpful if your pro forma consolidated
statement of income included the same types of columns as the pro forma consolidated
balance sheet so that it is cl ear that the ($0.08) per share pres ented in the far left column on
page 100 represents unadjusted pro forma loss per basic and diluted common share while the
amount that will be presented in the far right column of the same line item on page 100 represents the adjusted pro forma loss per ba sic and diluted common sh are.  As a related
matter, since you seem to describe both una djusted pro forma amounts and adjusted pro
forma amounts interchangeably throughout the fili ng as “pro forma” amo unts, please revise

Mr. Christopher J. Klein
July 18, 2011 Page 2
 your filing throughout to clearly differentiate be tween the unadjusted and adjusted pro forma
amounts to eliminate any potential confusion.
 Condensed Consolidated Statements of Income, page F-36

 3. Please note the updating requirements of Rule 3-12 of Regulation S-X.
 Closing

As appropriate, please amend your filing a nd respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
marked copies of the amendment to expedite our review.  Please furnish a cover letter with your
amendment that keys your res ponses to our comments and provide s any requested information.
Detailed cover letters greatly facilitate our review.  Please understa nd that we may have
additional comments after reviewing your amendment and responses to our comments.   We urge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the registra nt and its management are in possession of all
facts relating to the registrant’s disclosure, they  are responsible for the accuracy and adequacy of
the disclosures they have made.

 In connection with responding to our comme nts, please provide, in writing, a statement
acknowledging that:
 The registrant is responsible for the ade quacy 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 a ny action with resp ect to the filing.

 The registrant may not assert staff co mments as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.

In addition, please be advise d that the Division of Enfo rcement has access to all
information you provide to the sta ff of the Division of Corporati on Finance in our review of your
filing or in response to our comments on your filing.

 You may direct questions on accounting commen ts to Lisa H. Ethe redge at (202) 551-

Mr. Christopher J. Klein
July 18, 2011 Page 3
 3424 or Rufus G. Decker at (202) 551-3769.  You may direct questions on other comments and
disclosure issues to Edward M. Kelly at ( 202) 551-3728 or Craig E. Slivka at (202) 551-3729.
        Very truly yours,         / s /  C r a i g  E .  S l i v k a ,  f o r          Pamela A. Long        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Correspondence

 July 7, 2011

 VIA EDGAR SUBMISSION AND OVERNIGHT DELIVERY

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Manufacturing and Construction

 100 F Street, N.E.

Washington, DC 20549-4631

 Attention: Pamela A.
Long, Assistant Director

Re:
Fortune Brands Home & Security LLC

 Amendment No. 2 to Registration Statement on Form 10

 File No. 1-35166

 Dear Ms. Long:

Fortune Brands Home & Security LLC, a Delaware limited liability company (the “Company”), has today filed with the
Securities and Exchange Commission (the “Commission”) Amendment No. 2 to the Company’s Registration Statement on Form 10, File No. 1-35166 (the “Amendment”), relating to the spin-off of the Company from Fortune
Brands, Inc.

 We are writing to respond to the comments raised in the staff’s letter to the Company dated June 22,
2011. The responses below correspond to the captions and numbers of those comments (which are reproduced below in italics). For your convenience, three copies of the Amendment are enclosed and have been marked to show changes to Amendment No. 1
to Form 10, as filed with the Commission on June 15, 2011. References to page numbers in our responses are to page numbers of the preliminary information statement, which is filed as Exhibit 99.1 to the Amendment (the “Information
Statement”). Capitalized terms used but not defined in this letter have the meanings assigned to them in the Information Statement.

 We acknowledge the following:

•

 The Company is responsible for the adequacy and accuracy of the disclosures 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 Company 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.

 Fractional Shares, page 14

1.
Please refer to prior comment 2 in our letter dated June 2, 2011. Delete also the word “generally” here.

Response: We have deleted the word “generally” from the disclosure in response to this comment. See page 15.

Selected Financial Data, page 18

2.
Your disclosures throughout the filing present pro forma amounts calculated in two different ways, which could be confusing to readers. Please revise your filing
here and throughout wherever pro forma amounts are presented to clarify which pro forma amounts are being presented. It could be helpful if the pro forma presentation starting on page 98 included a separate column for the pro forma adjustments to
the income statement and balance sheet that are necessary to arrive at the pro forma amounts presented alongside the historical financial statement starting on page F-3. This column could be followed by a “pro forma subtotal” column and
then present another column for “other pro forma adjustments” followed by a “pro forma as adjusted” column. Such a presentation would distinguish the different pro forma amounts from each other when they are referred to elsewhere
in the filing because different captions would be used.

 Response: We have revised our pro forma presentation
on pages 100-102 to clarify which pro forma amounts are being presented. For the balance sheet on page 102, the “Historical” column is followed by a column entitled “Historical Adjustments” and then a “Pro Forma
Subtotal” column that is the same as the pro forma column on page F-37. This subtotal is then followed by “Other Adjustments” required by Article 11 of Regulation S-X to sum to a total “Pro Forma” column. For the income
statements on pages 100-101, we added historical and pro forma earnings per share amounts in the “Historical” column that match the presentation on pages F-3 and F-36.

3.
Please revise your discussion of MD&A and financial statements in the second paragraph on page 18 to address also the pro forma financial information that begins
on page 98 and the capitalization table on page 42. Please refer to Instruction 2 to Item 301 of Regulation S-K.

 Response: We have revised our references on page 18 to add references to the Unaudited Pro Forma Consolidated Financial Statements and Capitalization.

 2

 Intellectual property, page 50

4.
Please disclose the information that you gave us in response to comment 6 in our letter dated June 2, 2011: “…although each of the Company’s
segments relies on a number of patents and patent group that, in the aggregate, provide important protections to the Company, no patent or group of patents is material to any of the Company’s segments.”

Response: We have revised the Information Statement to include this information.

 Unaudited Pro Forma Consolidated Financial Statements, page 98

5.
We note your response to comment 10 from our letter dated June 2, 2011 and understand that the terms of your loan agreements are not yet finalized. We await the
revisions to your filing, as requested in our prior comment, once they are finalized.

 Response: We will
provide the terms of the loan agreements, as requested in the staff’s prior comment letter, when they are available.

 Notes to
Unaudited Pro Forma Consolidated Financial Statements, page 103

6.
Please revise your discussion of adjustment (a) to disclose how you computed the amount of your pro forma interest expense adjustments to arrive at factually
supportable amounts.

 Response: We have revised our discussion of adjustment (a) to also disclose how
we computed the amount of pro forma interest expense adjustments, as shown below:

 The adjustment was based on weighted average
related party net debt outstanding of $2,663.6 million and $2,282.0 million during the twelve months ended December 31, 2010 and three months ended March 31, 2011, respectively. The weighted average borrowing rate was 4.4% and 4.0% in the
same periods, respectively. In the first quarter of 2011, Fortune Brands made a $2.7 billion equity contribution to the Company, capitalizing a substantial majority of the loan balances with Fortune Brands at that time.

 3

 Unaudited Pro Forma Consolidated Balance Sheet, page 102

7.
Please revise your presentation here as well as on pages 42, F-4, and F-37 to disclose the historical and pro forma number of shares authorized, issued, and
outstanding. Please also revise your presentation here and on pages F-4 and F-37 to include a separate line item for common stock since the par value of common stock at least on a pro forma basis is $0.01 per share.

Response: We have revised our presentation to disclose the historical and pro forma number of shares authorized, issued and
outstanding on pages 42, F-4 and F-37. We have also added a common stock line to the balance sheets on pages F-4 and F-37, as well as the pro forma balance sheet on page 102.

 Please telephone me at (847) 484-4443 or, in my absence, Mark A. Roche, Senior Vice President, General Counsel and Secretary of Fortune Brands, Inc. at (847) 484-4440, if you require
additional information or wish to comment further orally. If you wish to comment in writing, please send such comment to me by facsimile at (847) 484-4492.

 Very truly yours,

/s/ Lauren Tashma

 Lauren Tashma

 Assistant
Secretary

 4

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE

         June 22, 2011
 Via Facsimile

Mr. Christopher J. Klein President and Chief Executive Officer Fortune Brands Home & Security LLC 520 Lake Cook Road Deerfield, IL 60015-5611
 Re: Fortune Brands Home & Security LLC
  Amendment 1 to Registration Statement on Form 10   Filed June 15, 2011
 File No. 1-35166

Dear Mr. Klein:

We reviewed your filing and have the following comments.  Please respond to this letter
within ten business days by amending your filing, 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 or do not be lieve an amendment is appropriate, please tell
us why in your response.
 After reviewing any amendment to your filing and the information you provide in
response to these comments, we may have additional comments.

Fractional Shares, page 14

 1. Please refer to prior comment 2 in our lette r dated June 2, 2011.  Delete also the word
“generally” here.
 Selected Financial Data, page 18

 2. Your disclosures throughout the filing present pro forma amounts calculated in two different
ways, which could be confusing to readers.  Please revise your fili ng here and throughout
wherever pro forma amounts are presented to  clarify which pro forma amounts are being
presented.  It could be helpful if the pro fo rma presentation starting on page 98 included a
separate column for the pro forma adjustments to  the income statement and balance sheet that
are necessary to arrive at the pro forma amount s presented alongside the historical financial

Mr. Christopher J. Klein
June 22, 2011 Page 2
 statements starting on page F-3.  This column  could be followed by a “pro forma subtotal”
column and then present anot her column for “other pro forma adjustments” followed by a
“pro forma as adjusted” column.  Such a pr esentation would distinguish the different pro
forma amounts from each other when they are referred to elsewhere in the filing because different captions would be used.
3. Please revise your discussion of MD&A and fina ncial statements in the second paragraph on
page 18 to address also the pro forma financia l information that begins on page 98 and the
capitalization table on page 42.  Please refer to Instruction 2 to Item 301 of Regulation S-K.
 Intellectual property, page 50

 4. Please disclose the information that you gave us in response to comment 6 in our letter dated
June 2, 2011:  “…although each of the Company’ s segments relies on a number of patents
and patent group that, in the aggregate, provi de important protecti ons to the Company, no
patent or group of patents is material  to any of the Company’s segments.”

Unaudited Pro Forma Consolidated Financial Statements, page 98

 5. We note your response to comment 10 from our  letter dated June 2, 2011 and understand that
the terms of your loan agreements are not ye t finalized.  We await the revisions to your
filing, as requested in our prior comment, once they are finalized.

Notes to Unaudited Pro Forma Consolidate Financial Statements, page 103

 6. Please revise your discussion of adjustment (a ) to disclose how you co mputed the amount of
your pro forma interest expense adjustments to  arrive at factually supportable amounts.
 Unaudited Pro Forma Consolidated Balance Sheet, page 102

 7. Please revise your presentation here as well as  on pages 42, F-4, and F-37 to disclose the
historical and pro forma number of shares au thorized, issued, and outstanding.  Please also
revise your presentation here and on pages F- 4 and F-37 to include a separate line item for
common stock since the par value of common stock at least on a pro forma basis is $0.01 per
share.

Mr. Christopher J. Klein
June 22, 2011 Page 3
 Closing

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing in cludes all information re quired under the Securities
Exchange Act of 1934 and that they have provi ded all information investors require for an
informed investment decision.  Since the compa ny and its management are in possession of all
facts relating to the company’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.   In responding to our comments, please provide, in writing, a statement 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 a ny action with resp ect to the filing.

 The company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities laws of the
United States.
  You may direct questions on accounting commen ts to Lisa H. Ethe redge at (202) 551-
3424 or Rufus G. Decker at (202) 551-3769.  You may direct questions on other comments and
disclosure issues to Edward M. Kelly (202)  551-3728 or Craig E. Slivka at (202) 551-3729.

       Very truly yours,
        / s /  C r a i g  S l i v k a ,  f o r          Pamela A. Long        A s s i s t a n t  D i r e c t o r

CORRESP
1
filename1.htm

Correspondence

 June 15, 2011

 VIA EDGAR SUBMISSION AND OVERNIGHT DELIVERY

 United States Securities and Exchange
Commission

 Division of Corporation Finance

 Office of Manufacturing and Construction

 100 F Street, N.E.

Washington, DC 20549-4631

          Attention: Pamela A. Long, Assistant Director

Re:
Fortune Brands Home & Security LLC

 Amendment No. 1 to Registration Statement on Form 10

 File No. 1-35166

 Dear Ms. Long:

Fortune Brands Home & Security LLC, a Delaware limited liability company (the “Company”), has today filed with the
Securities and Exchange Commission (the “Commission”) Amendment No. 1 to the Company’s Registration Statement on Form 10, File No. 1-35166 (the “Amendment”), relating to the spin-off of the Company from Fortune
Brands, Inc.

 We are writing to respond to the comments raised in the staff’s letter to the Company dated June 2,
2011. The responses below correspond to the captions and numbers of those comments (which are reproduced below in italics). For your convenience, three copies of the Amendment are enclosed and have been marked to show changes to the Company’s
Registration Statement on Form 10, as originally filed with the Commission on May 6, 2011. References to page numbers in our responses are to page numbers of the preliminary information statement, which is filed as Exhibit 99.1 to the Amendment
(the “Information Statement”). Capitalized terms used but not defined in this letter have the meanings assigned to them in the Information Statement.

 We acknowledge the following:

•

 the Company is responsible for the adequacy and accuracy of the disclosures 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 Company 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.

 General

1.
Please tell us whether the distribution agent and the broker-dealers it will use to sell fractional shares are affiliates of Fortune Brands or Home &
Security. Please also confirm that the distribution agent will, in its sole discretion (that is, without influence by Fortune Brands or Home & Security), determine when, how, through which broker-dealer, and at what price to make its sales
of fractional shares.

 Response: The Company supplementally informs the staff that neither the distribution
agent (Wells Fargo Shareowner Services) nor any of the broker-dealers that will be used to sell whole shares of Home & Security common stock in order to distribute cash proceeds in lieu of fractional shares of Home & Security
common stock are affiliates of either Fortune Brands, Inc. or the Company. Further, the Company supplementally confirms that the distribution agent will, in its sole discretion, determine when, how, through which broker-dealer and at what price to
make its sales of Home & Security common stock in order to distribute cash proceeds in lieu of fractional shares of Home & Security common stock.

 Q: What are the U.S. federal income tax consequences, page 9

2.
Delete the word “generally” in the second paragraph’s last sentence because the word may imply that you have not disclosed all material United States
federal income tax consequences and that investors cannot rely on the disclosure. Similarly, delete the word “generally” in the last bullet point statement on page 37.

Response: We have deleted the word “generally” from the disclosure in response to this comment. See pages 9 and 37.

 Risk Factors, page 20

3.
We note the statements “However, the risks and uncertainties we face are not limited to those described below. Additional risks and uncertainties not presently
known to us or that we currently believe to be immaterial may also materially adversely affect our results of operations, cash flows and financial condition.” Since Fortune Brands Home & Security is required to disclose all
risks that it believes are material at this time, please delete these statements.

 Response:
We have deleted the statement “However, the risks and uncertainties we face are not limited to those described below. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may also materially
adversely affect our results of operations, cash flows and financial condition” in response to this comment. See page 20.

 Cautionary
Statement Concerning Forward-Looking Statements, page 32

4.
We note the phrase “within the meaning of the Private Securities Litigation Reform Act of 1995.” Fortune Brands Home & Security is ineligible to
rely on the Act’s safe harbor provision because the distribution is in essence its initial public offering. Please delete the phrase. Alternatively, revise the disclosure to make clear that Fortune Brands Home & Security is ineligible
to rely on the Act’s safe harbor provision. See Section 21E(b)(2)(D) of the Exchange Act.

Response: We have deleted the phrase “within the meaning of the Private Securities Litigation Reform Act of 1995” in response to
this comment. See page 32.

 Business, page 43

5.
Disclose the extent to which the business of each segment is or may be seasonal. See Item 101(c)(1)(v) of Regulation S-K.

Response: We have added the disclosure shown below under the heading “Other Information—Seasonality” on page 51.

 Seasonality. All of our operating segments traditionally experience lower
sales in the first quarter of the year when new home construction, repair-and-remodel activity and security and storage buying are lowest. As a result of sales seasonality and associated timing of working capital fluctuations, our cash flow from
operating activities is typically higher in the second half of the year.

 Intellectual property, page 50

6.
Disclose the duration of all patents held by Fortune Brands Home & Security. See Item 101(c)(1)(iv) of Regulation S-K.

 Response: The Company respectfully submits that the disclosure of the duration of all patents held by
Home & Security is not necessary under Item 101(c)(1) of Regulation S-K, because no patent or group of patents is material to an understanding of Home & Security’s business taken as a whole. In addition, the Company
supplementally notes that, although each of the Company’s segments relies on a number of patents and patent groups that, in the aggregate, provide important protections to the Company, no patent or group of patents is material to any of the
Company’s segments.

 Equity Grants Following the Distribution, page 70

7.
Please disclose whether you will grant equity-based awards to Fortune Brand [sic] employees who will not be employees of Home & Security after the spin-off.

 Response: We have revised the disclosure as follows:

Equity Grants Following the Distribution

 On the Distribution Date or shortly thereafter, we expect to grant equity-based awards to Home & Security named executive officers and a small number of other Home & Security executive
officers and Home & Security key employees. We expect that each of these awards would consist of both Home & Security RSUs and Home & Security options. The amounts and types of these awards will be determined prior to the
effective date of the Form 10 registration statement of which this Information Statement forms a part. Following the Separation, Home & Security will not grant equity-based awards to any employees of Fortune Brands.

Description of Capital Stock, page 94

8.
We note the reference to the Delaware General Corporate Law and the “qualified in its entirety” language. You may not qualify information in the
registration statement by reference to information outside the registration statement unless incorporation by reference or a summary of a document filed as an exhibit is required by the form. See Rule 12b-23 of the Exchange Act, and revise.

 Response: We have deleted the reference to the Delaware General Corporate Law and the “qualified in
its entirety” language in response to this comment. See page 93.

 Unaudited Pro Forma Consolidated Financial Statements, page 99

9.
Please clarify for readers which additional adjustments have been made in these pro forma financial statements as compared to the pro formas presented alongside your
historical financial statements.

 Response: We have added the following as the last paragraph on page 98 as
shown below:

 The unaudited pro forma consolidated balance sheet as of March 31, 2011 contained in this section differs
from the unaudited pro forma consolidated balance sheet presented with our historical financial statements contained elsewhere in this Information Statement. The unaudited pro forma consolidated balance sheet presented with our historical
financial statements contains pro forma adjustments limited to those required by SEC Staff Accounting Bulletin Topic 1:B-3 which (i) give effect to the capitalization into equity of all loans between the Company and Fortune Brands and the
payment by the Company of a $500 million dividend immediately prior to the Distribution and (ii) include the retained deficit as additional paid in-capital in accordance with SEC Staff Accounting Bulletin Topic 4:B.

10.
Please revise note (b) on page 103 and your disclosures elsewhere in the filing to describe the terms of your loans and loan commitments. Please also revise the
footnote to show how you computed the pro forma interest expense recorded for each period presented. If actual interest rates in the transaction can vary from those depicted, disclosures of the effect on income of a 1/8 percent variance in the
interest rates should also be provided.

 Response: We have not finalized our loan and
loan commitments (“Loan Agreements”). We expect that the terms of our Loan Agreements will be finalized prior to the effective date of the Registration Statement on Form 10. Once finalized, we intend to disclose the terms of the Loan
Agreements in an amendment to the Form 10 filed prior to effectiveness, and, if appropriate, we will include in that amendment the effect on income of a 1/8th percent variance in interest rates.

 Management’s Discussion and Analysis of Financial Condition and Results of Operations

2010 Compared to 2009, page 108

11.
Please revise your MD&A throughout as necessary to separately quantify the impact of each factor affecting your operating results. Alternatively, where only
certain amounts can be quantified, please revise to more clearly indicate the specific factors to which your quantification pertains. For example, you disclose on page 109 that net sales for the Kitchen & Bath Cabinetry segment increased on
higher sales volume due to new business wins and new products introductions as well as favorable foreign exchange. You quantified an amount of $20 million; however, it is unclear if this amount is intended to represent only the impact of the
favorable foreign exchange or the impact of all of the factors referenced in that sentence.

 Response: We
have revised the disclosure in response to this comment.

 Contractual Obligations, page 116

12.
Please discuss in this section just below the contractual obligations table the $500 million loan that you will enter into to pay the $500 million dividend to
Fortune Brands and that it is not included in the table. Please also disclose here the approximate annual interest expense on this loan and that it is not included in the table either.

Response: We have revised the disclosure in response to this comment. In a paragraph below the Contractual Obligations table, we have
added the following language:

 Prior to the Distribution, we expect to pay a $500 million dividend to Fortune Brands. In
connection with this dividend, we expect to incur approximately $500 million of debt prior to or on the Distribution Date. The interest expense on this loan is expected to be approximately $[•] million on an annual basis. Neither the debt nor
the interest expense is included in the Contractual Obligations table above.

 Index to Financial Statements, page F-1

13.
Please note the updating requirements of Rule 3-12 of Regulation S-X.

 Response: We have updated the financial statements and financial information throughout the document pursuant to Rule 3-12 of Regulation S-X.

 3

14.
To the extent that a stock split has occurred or is expected to occur prior to effectiveness, please disclose this and give retroactive effect to it throughout the
filing, including your historical financial statements as required by SAB Topic 4:C. Doing this in the next amendment will save us substantial review time in future amendments. If your auditors believe that only a “draft” report can be
presented due to a pending future event such as the stock split, they may include in the filing a signed and dated preface to their “draft” report stating the reason for the “draft” report and that they expect to be in a position
to issue the report in the form presented prior to effectiveness. A signed, dated, and unrestricted auditor’s report must be included in the filing prior to effectiveness. Refer to Rule 2-02 of Regulation S-X.

 Response: A stock split has not occurred nor is it expected to occur prior to the effectiveness of the
Registration Statement on Form 10. Accordingly, we have not given retroactive effect to the stock split in the Information Statement.

Report of Independent Registered Public Accounting Firm, page F-2

15.
Please have your auditors revise their opinion to indicate the city and state where the opinion was issued. Please refer to Rule 2-02(a) of Regulation S-X.

 Response: The auditors have revised their opinion to indicate the city and state where the opinion was issued.
See page F-2.

 Consolidated Statements of Income, page F-3

16.
Please present historical diluted earnings per share here and elsewhere throughout the filing. If historical basic and diluted earnings per share are
the same, then revise the title to so indicate. Please also present basic pro forma earnings per share here and elsewhere throughout the filing.

 Response: We have revised the Information Statement to present historical diluted earnings per share and basic pro forma earnings per share on the Consolidated Statements of Income and elsewhere
throughout the Information Statement. We have also revised the title, as appropriate, to reflect that historic basic and diluted earnings per share are the same.

 Consolidated Balance Sheets, page F-4

17.
On page 33, you indicate that prior to effectiveness you will be converted from a limited liability company to a C corporation. Please revise your pro forma retained
deficit and paid-in capital line items accordingly. Please also revise Note 17 and page 102. Refer to SAB Topic 4:B.

 Response: We have revised the pro forma Consolidated Balance Sheets to include the retained deficit as additional paid-in capital in accordance with SAB Topic 4:B. See pages 102, F-4 and F-37.

Note 1. Background and Basis of Presentation

 Inventories, page F-8

18.
Please disclose for your LIFO inventory the excess of replacement or current cost over stated LIFO value. Refer to Rule 5-02.6(c) of Regulation S-X.

 Response: We have disclosed the excess of replacement or current cost over
stated LIFO value. See the second paragraph of the Inventories section on page F-8.

 Note 15. Information on Business Segments, page F-30

19.
Please separately disclose the total amount of revenues for each customer that accounted for 10% or more of your revenues rather than presenting only aggregated
information. Please also tell us what consideration you gave to providing the disclosures regarding concentrations required by ASC 275-10-50-16 to 50-20, including, but not limited to, the loss of a significant customer.

 Response: We have revised our disclosure on page F-30 with respect to revenues for each customer that accounted
for mo

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549- 4631

       DIVISION OF
CORPORATION FINANCE

        June 2, 2011

 By facsimile to ( 847) 484- 4490 and U.S. Mail
Mr. Christopher J. Klein
President and Chief Executive Officer
Fortune Brands Home & Security LLC
520 Lake Cook Road Deerfield, IL 60015- 5611

 Re: Fortune Brands Home & Security LLC
  Regi stration Statement on Form 10
  Filed May 6, 2011
 File No.  1-35166

Dear M r. Klein :

We have reviewed your filing and have the following comments.  Where indicated, we
think that you should revise the document in response to these comments.  If you disagr ee, we
will consider your explanation why our comment is inapplicable or a revision is unnecessary.
Please be as detailed as necessary in your explanation.  In some of our comments, we may ask you to provide us information so that we may better understand  your disclosure.  After reviewing
this information, we may raise additional comments.

Please understand that the purpose of our review is to assist you in your compliance with
the applicable disclosure requirements and to enhance the overall disclosure i n your filing.  We
look forward to working with you in these respects.  We welcome any questions that you may have about comments or any other aspect of our review.  You may call us at the telephone numbers listed at the end of this letter.

General
1. Pleas e tell us  whether the distribution a gent and the broker -dealers it will use to sell
fractional shares are affiliates of Fortune Brands or Home & Security.  Please also confirm
that the distribution a gent will, in its sole discretion (that is, without influ ence by Fortune
Brands or Home & Security), determine when, how, through which broker -dealer , and at
what price to make its sales of fractional shares.

Mr. Christopher J. Klein
June 2, 2011 Page 2

Q:  What are the U.S. federal income tax consequences…, page 9
2. Delete the word “generally” in the secon d paragraph’s last sentence because the word may
imply that you have not disclosed all material United States federal income tax consequences and that investors cannot rely on the disclosure.  Similarly, delete the word “generally” in the last bullet point statement on page 37.

Risk Factors, page 20
3. We note the statements “However, the risks and uncertainties we face are not limited to those
described below.  Additional risks and uncertainties not presently known to us or that we currently believe to be i mmaterial may also materially adversely affect our results of
operations, cash flows and financial condition.”  Since Fortune Brands Home & Security is required to disclose all risks that it believes are material at this time, please delete these statement s.

Cautionary Statement Concerning Forward- Looking Statements, page 32
4. We note the phrase “within the meaning of the Private Securities Litigation Reform Act of
1995.”  Fortune Brands Home & Security is ineligible to rely on the Act’s safe harbor provisi on because the distribution is in essence its initial public offering.  Please delete the
phrase.  Alternatively, revise the disclosure to make clear that Fortune Brands Home & Security is ineligible to rely on the Act’s safe harbor provision.
See
  Section  21E(b)(2)(D) of
the Exchange Act.
 Business, page 43
5. Disclose the extent to which the business of each segment is or may be seasonal.  See
  Item
101(c)(1)(v) of Regulation S -K.
 Intellectual property, page 50
6. Disclose the duration of all patents held by Fortune Brands Home & Security.  See
  Item
101(c)(1)(iv) of Regulation S -K.
 Equity Grants Following the Distribution, page 70
7. Please disclose whether you will grant equity -based awards to Fortune Brand employees who
will not be employees of Home & Securit y after the spin -off.

Mr. Christopher J. Klein
June 2, 2011 Page 3

Description of Capital Stock, page 94
8. We note the reference to the Delaware General Corporate Law and the “qualified in its entirety” language.  You may not qualify information in the registration statement by reference to informati on outside the registration statement unless incorporation by reference
or a summary of a document filed as an exhibit is required by the form.
See
  Rule 12b- 23 of
the Exchange Act, and revise.
 Unaudited Pro Forma Consolidated Financial Statements, page 99
9. Please clarify for readers which additional adjustments have been made in these pro forma financial statements as compared to the pro formas presented alongside your historical financial statements.
 10. Please revise note (b) on page 103 and your disclosur es elsewhere in the filing to describe the
terms of your loans and loan commitments.  Please also revise the footnote to show how you computed the pro forma interest expense recorded for each period presented.  If actual interest rates in the transaction c an vary from those depicted, disclosures of the effect on
income of a 1/8 percent variance in interest rates should also be provided.

Management’s Discussion and Analysis of Financial Condition and Results of Ope rations
 2010 Compared to 2009, page 108
11. Please revise your MD&A throughout as necessary to separately quantify the impact of each
factor affecting your operating results.  Alternatively, where only certain amounts can be
quantified, please revise to more clearly indicate the specific factors to w hich your
quantification pertains.  For example, you disclose on page 109 that net sales for the Kitchen & Bath Cabinetry segment increased on higher sales volume due to new business wins and new products introductions as well as favorable foreign exchange .  You quantified an amount
of $20 million; however, it is unclear if this amount is intended to represent only the impact of the favorable foreign exchange or the impact of all of the factors referenced in that sentence.

Contractual Obligations, page 116
12. Please discuss in this section just below the contractual obligations table the $500 million
loan that you will enter into to pay the $500 million dividend to Fortune Brands and that it is not included in the table.  Please also disclose here the approxi mate annual interest expense
on this loan and that it is not included in the table either.

Mr. Christopher J. Klein
June 2, 2011 Page 4

Index to Financial Statements, page F -1
13. Please note the updating requirements of Rule 3- 12 of Regulation S -X.
 14. To the extent that a stock split has occurred or is e xpected to occur prior to effectiveness,
please disclose this and give retroactive effect to it throughout the filing, including your historical financial statements as required by SAB Topic 4:C.  Doing this in the next amendment will save us substantial r eview time in future amendments.  If your auditors
believe that only a “draft” report can be presented due to a pending future event such as the stock split, they may include in the filing a signed and dated preface to their “draft” report stating the reas on for the “draft” report and that they expect to be in a position to issue the
report in the form presented prior to effectiveness.  A signed, dated, and unrestricted auditor’s report must be included in the filing prior to effectiveness.  Refer to Rule 2- 02 of Regulation
S-X.

Report of Independent Registered Public Accounting Firm, page F -2
15. Please have your auditors revise their opinion to indicate the city and state where the opinion
was issued .  Please refer to Rule 2 -02(a) of Regulation S -X.

 Consoli dated Statements of Income , page F -3
16. Please present historical diluted earnings per share here and elsewhere throughout the filing.
If historical basic and diluted earnings per share are the same, then revise the title to so indicate.  Please also presen t basic pro forma earnings per share here and elsewhere
throughout the filing.

 Consolidated Balance Sheets, page F -4
17. On page 33, you indicate that prior to effective ness you will be converted from a limited
liability company to a C corporation.  Please r evise your pro forma retained deficit and paid-
in capital line items accordingly.  Please also revise Note 17 and page 102.  Refer to SAB
Topic 4:B.

 Note 1. Background and Basis of Presentation
 Inventories, page F -8
18. Please disclose for your LIFO inventory the excess of replacement or current cost over stated
LIFO value.  Refer to Rule 5 -02.6(c) of Regulation S -X.

Mr. Christopher J. Klein
June 2, 2011 Page 5

Note 15. Information on Business Segments, page F -30
19. Please separately disclose the total amount of revenues for each customer that accounted for 10% or more of your revenues rather than presenting only aggregated information.  Please also tell us what consideration you gave to providing the disclosures regarding concentrations required by ASC 275- 10-50-16 to 50- 20, including, but not limited to, the loss of a
significant customer.

Note 17. Unaudited Pro Forma Disclosures, page F -32
20. Please clarify in this footnote that neither the $500 million of debt that you expect to incur in
order to pay the $500 million dividend to Fortune Brands nor the r elated interest expense has
been reflected in these pro forma amounts.
 21. Please revise the  pro forma columns of your statement of income and balance sheet, along
with related disclosures,  to reflect all necessary  pro forma adjustments for income taxes as a
C Corporation.  Similarly revise your disclosures on pages 99 to 103 as well as elsewhere throughout the filing.  Please refer to SAB Topic 1: B.2.

Closing
 As appropriate, please amend your filing and respond to these comments within 10
business days or tell us when you will provide us with a response.  You may wish to provide us
marked copies of the amendment to expedite our review.  Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.    We urge all persons who are responsible for the accuracy and adequacy o f the disclosure
in the filing to be certain that the filing includes all information required under the Securities Exchange Act of 1934 and that they have provided all information investors require for an informed investment decision.  Since the  registran t and its management are in possession of all
facts relating to the  registrant’s disclosure, they are responsible for the accuracy and adequacy of
the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement
acknowledging that:

Mr. Christopher J. Klein
June 2, 2011 Page 6
 • The registrant 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.
 • The registrant 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.

In addition, please be advised that the Division of Enforcement has access to all
information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.

 You may direct questions on accounting comments to Lisa H. Etheredge, Staff
Accountant, at (202) 551- 3424 or Rufus G. Decker, Accounting Branch Chief, at (202) 551-
3769.  You may direct questions on other comments and disclosure issues to Edward M. Kelly, Senior Counsel, at (202) 551- 3728 or Craig E. Slivka, Special Counsel, a t (202) 551- 3729.
        Very truly yours,
            Pamela A. Long
       Assistant Directo r