SecProbe.io

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 CORRESP

 MasterBrand, Inc.
 3300 Enterprise Parkway, Suite 300
 Beachwood, Ohio 44122 (877)
622-4782 VIA EDGAR U.S. Securities and
Exchange Commission Division of Corporation Finance Office
of Manufacturing 100 F Street, N.E. Washington, D.C. 20549
 Attention: Erin Donahue September 23, 2025

 Re:
 MasterBrand, Inc.

  
 Registration Statement on Form S-4

  
 File No. 333-290071
 Dear Ms. Donahue: Pursuant to Rule 461
under the Securities Act of 1933, as amended, MasterBrand, Inc. (the “Company”) respectfully requests that the effective date of the above referenced Registration Statement on Form S-4 (File
 No. 333-290071), as amended (the “Registration Statement”), be accelerated by the U.S. Securities and Exchange Commission to 4:00 p.m., Eastern time, on September 25, 2025, or as soon as
practicable thereafter. The Company respectfully requests to be notified of such effectiveness by a telephone call to the Company’s
counsel, Skadden, Arps, Slate, Meagher & Flom LLP, to Marie L. Gibson at (212) 735-3207 or June S. Dipchand at (212) 735-2072, with such effectiveness to also
be confirmed in writing to Marie.Gibson@skadden.com or June.Dipchand@skadden.com. * * *

 Sincerely,
 MasterBrand, Inc.

 /s/ Andrean R. Horton

 Andrean R. Horton

 Executive Vice President, Chief Legal Officer and Secretary

 cc:
 Marie L. Gibson, Skadden, Arps, Slate, Meagher & Flom LLP

  
 June S. Dipchand, Skadden, Arps, Slate, Meagher & Flom LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 September 10, 2025

R. David Banyard, Jr.
Chief Executive Officer
MasterBrand, Inc.
3300 Enterprise Parkway, Suite 300
Beachwood, Ohio 44122

 Re: MasterBrand, Inc.
 Registration Statement on Form S-4
 Filed September 5, 2025
 File No. 333-290071
Dear R. David Banyard, Jr.:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

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

United States securities and exchange commission logo
June 13, 2024
Andrea Simon
Chief Financial Officer
MasterBrand, Inc.
3300 Enterprise Parkway, Suite 300
Beachwood, Ohio 44122
Re:MasterBrand, Inc.
Form 10-K for the Year Ended December 31, 2023
File No. 001-41545
Dear Andrea Simon:
            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
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              June 11, 2024

        Office of Manufacturing

        United States Securities and Exchange Commission

        Division of Corporation Finance

        100 F. Street, N.E.

        Washington, D.C. 20549

              Attn:

                SiSi Cheng

        Martin James

            Re:

              MasterBrand, Inc.

      Form 10-K for the Year Ended December 31, 2023

      Form 8-K filed on February 26, 2024

      File No. 001-41545

        Ladies and Gentlemen:

        MasterBrand, Inc. (the “Company”) respectfully submits the following response to the letter dated May 13, 2024 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 8-K filed on February 26, 2024 Exhibit 99.1

            1.

              We note that on page 8 you reconcile the non-GAAP performance measure Adjusted EBITDA Margin to Gross Profit Margin, rather than Net Income Margin, which is the most directly comparable GAAP measure. We
                  also note your discussion of Adjusted EBITDA Margin in the highlights and other sections of the earnings release without a similar discussion of the most directly comparable GAAP measure with equal or greater prominence. Your presentation
                  does not appear to be incompliance with Questions 102.10 and 103.02 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Please revise your presentations in future filings to comply.

        Response:

        We acknowledge the Staff’s comment, and confirm that, in the Company’s future filings, its presentation of the non-GAAP performance measure Adjusted EBITDA Margin will be reconciled to Net Income Margin. We will also
          include a discussion of Net Income Margin in the highlights and other sections of the earnings release with equal or greater prominence.

            2.

              We note your Adjusted EBITDA and Adjusted Net Income non-GAAP measures include an adjustment for estimated cost savings as a standalone company. Explain to us how this adjustment differs from a pro forma
                  management adjustment pursuant to Rule 11-01(a)(7) of Regulation S-X that normally would be presented in the footnotes to proforma financial information presented under Article 11 of Regulation S-X. Your presentation of an adjustment for
                  the pro forma impact of cost savings, synergies and dis-synergies of being a standalone company is not consistent with Question 100.01 of the Compliance and Disclosure Interpretations on Non-GAAP Financial Measures. Please revise all your
                  future presentations of these measures, including your investor presentations and on page 3 of your annual report, to remove the adjustment.

        Response:

        We acknowledge the Staff’s comment, and confirm that, in the Company’s future presentations of these non-GAAP performance measures of Adjusted EBITDA and Adjusted Net Income, we will no longer include an adjustment for
          estimated cost savings as a standalone company.

      Form 10-K for the Year Ended December 31, 2023

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

      Results of Operations, page 32

            3.

              Please revise future filings to quantify the impact of the factors that you identify as impacting net sales and operating results during each period presented including the impact of changes in volume
                  and price, and discuss the underlying reasons for the changes. In this regard, we note you attributed the 17% decrease in net sales to a decrease in sale unit volume partially offset by favorable price, but you do not quantify all these
                  factors nor analyze the underlying business reasons for the change in volume. Refer to Item 303(a) and (b)(2)(ii) and (iii) of Regulation S-K, and SEC Releases 33-6835 and 33- 8350.

        Response:

        The Company acknowledges the Staff’s comment and advises the Staff that in future annual and quarterly filings the Company will further describe material changes in net sales and operating
          results, as well as the underlying business reasons for such changes in both quantitative and qualitative terms, including the impact of offsetting factors. Each quarter this disclosure will change due to what changes are in fact material and the
          underlying reasons and offsets changing. In future periods, we will quantify the impact of each factor where practicable. For the Staff’s ease of review, we have provided an example of the updated discussion and analysis related to net sales and
          operating results previously included in our 2023 Form 10-K for the fiscal year ended December 31, 2023 (“2023 Form 10-K”) below. Additions to the 2023 Form 10-K disclosure have been bolded and underlined, and deletions have been marked with a
          strikethrough. We will make changes consistent with this revised disclosure in future discussions of our results.

        Net sales

        Net sales were $2,726.2 million for 2023 compared to $3,275.5 million for 2022, a decrease of $549.3 million, or 16.8 percent. The lower net sales compared to 2022 was driven mainly by a decrease in
          sales unit volume (119.8 percent of the year-over-year change), partially offset by favorable price, including the carryover of price increases implemented in the second half of 2022 partially offset by the combined net impact of price and mix on our overall average selling price. Overall end-market demand was softer in 2023 as compared to 2022 in both the single-family new construction and
              repair and remodel markets.

        Compared to 2022, net sales to dealers, whose end customers include builders, professional trades and home remodelers, declined $325.3 million, or 18.4 percent, net sales to
            retailers, including through their respective retail internet website portals, declined $206.9 million, or 17.6 percent and net sales directly to builders was down $17.1 million, or 5.2 percent.

        Foreign currency impact was unfavorable by $3.8 million during 2023 as compared to 2022.

        Cost of products sold

        Cost of products sold decreased by $510.2 million, or 21.9 percent, to $1,824.8 million (66.9 percent of net sales) in 2023 as compared to $2,335.0 million (71.3 percent of net sales) in 2022. In
            addition to the impact of decreased sales unit volume, The decrease in cost of products sold is due primarily to decreased sales unit volume (91.9 percent of the year-over-year change), the

            lower cost of products sold as a percentage of net sales in 2023 is due to the favorable carryover of price increases implemented in the second half of 2022, as well as realized savings from continuous improvement initiatives, various cost reduction actions taken in the fourth quarter of 2022 and throughout 2023, and Fiscal 2023 was also favorably
            impacted by deflation in commodity costs and inbound transportation. These factors were partially offset by labor inflation. Additionally, 2023 included $9.4 million of incremental costs, less $7.4 million of insurance recoveries,
          related to the tornado that occurred during the first quarter at our Jackson, GA facility. The cost of products sold as a percentage of net sales was also favorably impacted in 2023 by the combined net impact
              of favorable price and mix as compared to 2022.

        ********

        Should you or any member of the Staff have any additional questions or comments regarding our response, please feel free to contact me at 877-622-4782, or, in my absence, Andrean Horton, Executive Vice President, Chief
          Legal Officer and Secretary.

              Sincerely,

              /s/ Andrea H. Simon

              Andrea H. Simon

              Executive Vice President and Chief Financial Officer

            cc:

              Andrean Horton

        Executive Vice President, Chief Legal Officer and Secretary

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    VIA EDGAR

              May 21, 2024

    U.S. Securities and Exchange Commission

    Division of Corporation Finance

    Office of Manufacturing

    100 F Street, N.E.

    Washington, D.C. 20549

    Attention: SiSi Cheng and Martin James

          Re:

            Masterbrand, Inc.

    Form 10-K for the Fiscal Year Ended December 31, 2023

    Form 8-K filed on February 26, 2024

    File No. 001-41545

    Ladies and Gentlemen:

    In your letter dated May 13, 2024, (the “Comment Letter”), you requested that Masterbrand, Inc. (the “Company”) respond to your comments
      within ten business days or advise when it would provide a response.  As discussed by telephone, the Company requests a ten business day extension, to June 11, 2024, to respond to the Comment Letter.  Thank you for your consideration.  Please do not
      hesitate to contact me at 1-877-622-4782 if you have any questions.

          Sincerely,

            /s/ Andrea Simon

            Andrea Simon

            Executive Vice President and

            Chief Financial Officer

            Masterbrand, Inc.

United States securities and exchange commission logo
May 13, 2024
Andrea Simon
Chief Financial Officer
MasterBrand, Inc.
3300 Enterprise Parkway, Suite 300
Beachwood, Ohio 44122
Re:MasterBrand, Inc.
Form 10-K for the Year Ended December 31, 2023
Form 8-K filed on February 26, 2024
File No. 001-41545
Dear Andrea Simon:
            We have reviewed your filings 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 8-K filed on February 26, 2024
Exhibit 99.1
1.We note that on page 8 you reconcile the non-GAAP performance measure Adjusted
EBITDA Margin to Gross Profit Margin, rather than Net Income Margin, which is the
most directly comparable GAAP measure. We also note your discussion of Adjusted
EBITDA Margin in the highlights and other sections of the earnings release without a
similar discussion of the most directly comparable GAAP measure with equal or greater
prominence. Your presentation does not appear to be incompliance with Questions 102.10
and 103.02 of the Compliance and Disclosure Interpretations on Non-GAAP Financial
Measures. Please revise your presentations in future filings to comply.
2.We note your Adjusted EBITDA and Adjusted Net Income non-GAAP measures include
an adjustment for estimated cost savings as a standalone company. Explain to us how this
adjustment differs from a pro forma management adjustment pursuant to Rule 11-01(a)(7)
of Regulation S-X that normally would be presented in the footnotes to proforma financial
information presented under Article 11 of Regulation S-X. Your presentation of an
adjustment for the pro forma impact of cost savings, synergies and dis-synergies of being

 FirstName LastNameAndrea Simon
 Comapany NameMasterBrand, Inc.
 May 13, 2024 Page 2
 FirstName LastName
Andrea Simon
MasterBrand, Inc.
May 13, 2024
Page 2
a standalone company is not consistent with Question 100.01 of the Compliance and
Disclosure Interpretations on Non-GAAP Financial Measures. Please revise all your
future presentations of these measures, including your investor presentations and on page
3 of your annual report, to remove the adjustment.

Form 10-K for the Year Ended December 31, 2023
Management's Discussion and Analysis of Financial Condition and Results of Operations Results
of Operations
Results of Operations, page 32
3.Please revise future filings to quantify the impact of the factors that you identify as
impacting net sales and operating results during each period presented including the
impact of changes in volume and price, and discuss the underlying reasons for the
changes. In this regard, we note you attributed the 17% decrease in net sales to a decrease
in sale unit volume partially offset by favorable price, but you do not quantify all these
factors nor analyze the underlying business reasons for the change in volume. Refer to
Item 303(a) and (b)(2)(ii) and (iii) of Regulation S-K, and SEC Releases 33-6835 and 33-
8350.
            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 SiSi Cheng at 202-551-5004 or Martin James at 202-551-3671 if you have
questions regarding comments on the financial statements and related matters.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

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CORRESP

 MASTERBRAND, INC.

One MasterBrand Cabinets Drive

Jasper, Indiana 47546

November 28, 2022

 VIA EDGAR SUBMISSION

 U.S. Securities and Exchange Commission

 Division of
Corporation Finance

 Office of Manufacturing

 100 F Street,
N.E.

 Washington, D.C. 20549

Attn:
 Claire Erlanger

Geoffrey Kruczek

 SiSi Cheng

Bradley Ecker

Re:
 MasterBrand, Inc.

 Registration Statement on Form 10-12B

 File No. 001-41545

Ladies and Gentleman:

 Reference is made to the Registration
Statement on Form 10 (File No. 001-41545) (as amended, the “Registration Statement”), filed by MasterBrand, Inc. (the “Company”) with the U.S. Securities and Exchange Commission.

The Company hereby requests that the effective date for the Registration Statement be accelerated to 4:00 p.m., Eastern time, on November 30, 2022, or as
soon as practicable thereafter, pursuant to Section 12(d) of the U.S. Securities Exchange Act of 1934, as amended, and Rule 12d1-2 thereunder.

If the Staff has any further questions or comments concerning this letter, or if you require any additional information, please feel free to contact Samir
Gandhi or Scott Williams of Sidley Austin LLP at (212) 839-5684 or (312) 853-7783, respectively. We request that we be notified of the effectiveness of the Registration
Statement by a telephone call to Mr. Gandhi and that such effectiveness also be confirmed in writing.

Sincerely,

MasterBrand, Inc.

 /s/ R. David Banyard, Jr.

Name: R. David Banyard, Jr.

Title: Chief Executive Officer

cc:
 Hiranda Donoghue, Fortune Brands Home & Security, Inc.

 Samir Gandhi, Sidley Austin LLP

 Scott Williams, Sidley Austin LLP

 Adam Gross, Sidley Austin LLP

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CORRESP

 SIDLEY AUSTIN LLP

 787 SEVENTH AVENUE

NEW YORK, NY 10019

 +1 212 839 5300

+1 212 839 5599 FAX

AMERICA • ASIA PACIFIC • EUROPE

 November 21, 2022

VIA EDGAR SUBMISSION

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

 Claire Erlanger

 Geoffrey Kruczek

SiSi Cheng

 Bradley Ecker

 Re:     MasterBrand, Inc.

           Amendment No. 1 to Registration Statement on Form
10-12B

            Filed November 15, 2022

            CIK No. 0001941365

 Ladies and Gentleman:

On behalf of MasterBrand, Inc. (the “Registrant”), set forth below is the response of the Registrant to the comments of the
Staff of the Division of Corporation Finance (the “Staff”) that were set forth in its letter dated November 18, 2022 (the “Comment Letter”), regarding the Registrant’s Amendment No. 1 to the
registration statement on Form 10-12B (“Amendment No. 1”) filed with the U.S. Securities and Exchange Commission on November 15, 2022. In response to the comments set
forth in the Comment Letter, the Registrant has revised Amendment No. 1 and is filing Amendment No. 2 to the Registration Statement on Form 10-12B (the “Registration Statement”).

 For your convenience, the Staff’s comments are set forth in bold, followed by the response on behalf of the Registrant. All page
references in the response set forth below refer to pages of Exhibit 99.1 to the Registration Statement.

 Unaudited Pro Forma Condensed Consolidated
Balance Sheet, page 66

1.
 Please revise Note 3(f) on page 68 to separately discuss and quantify the amount of the related party
receivable adjustment attributed to each of “cash and cash equivalents”, “related party receivable” and “retained earnings” on a pro forma basis.

 1

 The Registrant respectfully acknowledges the Staff’s comment and has revised the
disclosure on page 68 of Exhibit 99.1 to the Registration Statement accordingly.

 Note 4. Management Adjustments, page 68

2.
 We note your disclosure that in order to determine the impact of the synergies and dis-synergies, you prepared a detailed assessment of the resources and associated costs required as a baseline to stand up as a standalone company. You also disclose that this process was used by all functions
resulting in expected net cost savings when compared to the corporate allocations included in the historical financial statements. However, your presentation in the table on page 69 of the “estimate of costs incurred for services
previously provided by Fortune Brands and new costs relating to your public company reporting and compliance obligations” does not appear to adequately identify the specific synergies and dis-synergies
you expect to incur. Please revise to separately disclose the amount of synergies and dis-synergies included in your adjustment and provide a more detailed explanation as to the nature of each of the
adjustments with a description of how that amount was calculated or determined. See guidance in Rule 11-02(a)(7)(ii) of Regulation S-X.

The Registrant respectfully acknowledges the Staff’s comment and has reviewed the guidance in Rule 11-02(a)(7)(ii) of Regulation S-X and revised the disclosure on pages 69-70 of Exhibit 99.1 to the Registration Statement accordingly based on such guidance.

General

3.
 You disclose on pages 46 and 150 that the forum provision you describe does not apply to claims arising
under the Exchange Act or the rules and regulations thereunder. Exhibit 3.1, however, does not contain such an exclusion. Please either file a revised Exhibit 3.1 that is consistent with your disclosure or tell us how you will make future investors
aware of the provision’s limited applicability. For example, will you include disclosure of its limited applicability in your future Exchange Act filings?

The Registrant respectfully acknowledges the Staff’s comment and has revised the Amended and Restated Certificate of Incorporation of the
Company (the “Certificate of Incorporation”), as reflected in Exhibit 3.1 of the Registration Statement, to add the following language as Section 9.1(e) of the Certificate of Incorporation: “For the avoidance of doubt, nothing
contained in this Section 9.1 shall apply to any action brought to enforce a duty or liability created by the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder.”

* * *

 2

 Please do not hesitate to contact the undersigned at (212)
839-5684 or sgandhi@sidley.com or Scott Williams at (312) 853-7783 or swilliams@sidley.com with any questions you may have regarding the foregoing.

 3

Very truly yours,

/s/ Samir A. Gandhi

Samir A. Gandhi

 cc:     Hiranda Donoghue, Fortune Brands Home & Security, Inc.

Scott Williams, Sidley Austin LLP

Adam Gross, Sidley Austin LLP

 4

United States securities and exchange commission logo
November 18, 2022
Hiranda Donoghue
General Counsel
MasterBrand, Inc.
520 Lake Cook Road, Suite 300
Deerfield, Illinois
Re:MasterBrand, Inc.
Amendment No. 1 to Form 10-12B
Filed November 15, 2022
File No. 001-41545
Dear Hiranda Donoghue:
            We have reviewed your filing 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 and any amendment you may file in response to these
comments, we may have additional comments.
Amendment No. 1 to Form 10-12B filed November 15, 2022
Unaudited Pro Forma Condensed Consolidated Balance Sheet, page 66
1.Please revise Note 3(f) on page 68 to separately discuss and quantify the amount of the
related party receivable adjustment attributed to each of “cash and cash equivalents”,
“related party receivable” and “retained earnings” on a pro forma basis.
Note 4. Management Adjustments , page 68
2.We note your disclosure that in order to determine the impact of the synergies and dis-
synergies, you prepared a detailed assessment of the resources and associated
costs required as a baseline to stand up as a standalone company.  You also disclose that
this process was used by all functions resulting in expected net cost savings when
compared to the corporate allocations included in the historical financial statements.
However, your presentation in the table on page 69 of the "estimate of costs incurred for

 FirstName LastNameHiranda Donoghue
 Comapany NameMasterBrand, Inc.
 November 18, 2022 Page 2
 FirstName LastName
Hiranda Donoghue
MasterBrand, Inc.
November 18, 2022
Page 2
services previously provided by Fortune Brands and new costs relating to your public
company reporting and compliance obligations" does not appear to adequately identify the
specific synergies and dis-synergies you expect to incur.  Please revise to separately
disclose the amount of synergies and dis-synergies included in your adjustment and
provide a more detailed explanation as to the nature of each of the adjustments with a
description of how that amount was calculated or determined.  See guidance in Rule 11-
02(a)(7)(ii) of Regulation S-X.
General
3.You disclose on pages 46 and 150 that the forum provision you describe does not apply to
claims arising under the Exchange Act or the rules and regulations thereunder.  Exhibit
3.1, however, does not contain such an exclusion.  Please either file a revised Exhibit 3.1
that is consistent with your disclosure or tell us how you will make future investors aware
of the provision’s limited applicability.  For example, will you include disclosure of its
limited applicability in your future Exchange Act filings?
            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 SiSi Cheng at (202) 551-5004 or Claire Erlanger at (202) 551-3301 if
you have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at (202) 551-4985 or Geoffrey Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Samir Gandhi

CORRESP
1
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CORRESP

 SIDLEY AUSTIN LLP

787 SEVENTH AVENUE

NEW YORK, NY 10019

+1 212 839 5300

+1 212 839 5599 FAX

AMERICA  ☐  ASIA PACIFIC  ☐  EUROPE

 October 28, 2022

VIA EDGAR SUBMISSION

 U.S. Securities and Exchange
Commission

 Division of Corporation Finance

 Office of
Manufacturing

 100 F Street, N.E.

 Washington, D.C. 20549

Attn:

 Claire Erlanger

Geoffrey Kruczek

 SiSi Cheng

Bradley Ecker

Re:

 MasterBrand, Inc.

 Amendment
No. 1 to Draft Registration Statement on Form 10-12B
Confidentially Submitted September 29, 2022
CIK No. 0001941365

 Ladies and Gentleman:

On behalf of MasterBrand, Inc. (the “Registrant”), set forth below is the response of the Registrant to the comments of the
Staff of the Division of Corporation Finance (the “Staff”) that were set forth in its letter dated October 11, 2022 (the “Comment Letter”), regarding the Registrant’s Amendment No. 1 to the draft
registration statement on Form 10-12B (the “Draft Registration Statement”) confidentially submitted to the U.S. Securities and Exchange Commission on September 29, 2022. In response to
the comments set forth in the Comment Letter, the Registrant has revised the Draft Registration Statement and is publicly filing the Registration Statement on Form 10-12B (the “Registration
Statement”).

 For your convenience, the Staff’s comments are set forth in bold, followed by the response on behalf of the
Registrant. All page references in the response set forth below refer to pages of Exhibit 99.1 to the Registration Statement.

 Reasons for the
Separation, page 49

1.
 We note your response to our prior comment 5. Please expand your discussion on the “unique operating
needs” of each company. Explain in detail the decision to separate now as opposed to any other time and the reasons underlying the chosen timing.

 1

 The Registrant respectfully acknowledges the Staff’s comment and has revised the
disclosure on pages 10, 50-51 and 74 of Exhibit 99.1 to the Registration Statement accordingly.

 *  *  *

Please do not hesitate to contact the undersigned at (212) 839-5684 or sgandhi@sidley.com or Scott
Williams at (312) 853-7783 or swilliams@sidley.com with any questions you may have regarding the foregoing.

 2

Very truly yours,

 /s/ Samir A. Gandhi

Samir A. Gandhi

cc:

Hiranda Donoghue, Fortune Brands Home & Security, Inc.

Scott Williams, Sidley Austin LLP

Adam Gross, Sidley Austin LLP

 3

United States securities and exchange commission logo
October 11, 2022
Hiranda Donoghue
General Counsel
MasterBrand, Inc.
520 Lake Cook Road, Suite 300
Deerfield, Illinois
Re:MasterBrand, Inc.
Amendment No. 1 to Draft Registration Statement on Form 10
Filed on September 29, 2022
CIK No. 0001941365
Dear Hiranda Donoghue:
            We have reviewed your amended draft registration statement 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 by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement filed September 29, 2022
Reasons for the Separation, page 49
1.We note your response to our prior comment 5. Please expand your discussion on the
"unique operating needs" of each company. Explain in detail the decision to separate now
as opposed to any other time and the reasons underlying the chosen timing.
            You may contact SiSi Cheng at (202) 551-5004 or Claire Erlanger at (202) 551-3301 if
you have questions regarding comments on the financial statements and related matters. Please
contact Bradley Ecker at (202) 551-4985 or Geoffrey Kruczek at (202) 551-3641 with any other
questions.

 FirstName LastNameHiranda Donoghue
 Comapany NameMasterBrand, Inc.
 October 11, 2022 Page 2
 FirstName LastName
Hiranda Donoghue
MasterBrand, Inc.
October 11, 2022
Page 2
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:       Samir Gandhi

United States securities and exchange commission logo
September 13, 2022
Hiranda Donoghue
General Counsel
MasterBrand, Inc.
520 Lake Cook Road, Suite 300
Deerfield, Illinois
Re:MasterBrand, Inc.
Draft Registration Statement on Form 10
Filed on August 17, 2022
CIK No. 0001941365
Dear Ms. Donoghue:
            We have reviewed your draft registration statement 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 by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form 10 filed August 17, 2022
SUMMARY, page 1
1.Please revise your summary to provide a more balanced discussion of your company and
products. Balance the discussion of your market leadership and your strengths on page
6 with an equally prominent discussion of your weaknesses, including your plan to incur
indebtedness prior to or at the time of the distribution.
Questions and Answers about the Separation, page 11
2.Please revise to address any material changes in stockholder rights between the existing
Fortune Brands common stock and the MasterBrand common stock. If none, please
include a negative statement to that effect.

 FirstName LastNameHiranda Donoghue
 Comapany NameMasterBrand, Inc.
 September 13, 2022 Page 2
 FirstName LastNameHiranda Donoghue
MasterBrand, Inc.
September 13, 2022
Page 2
Can Fortune Brands decide to cancel the Distribution even if all of the conditions have been
satisfied?, page 12
3.Please revise this Q&A to discuss any material consequences to stockholders if Fortune
Brands waives any of the conditions described and proceeds with the spin-off.
Reasons for the Separation, page 49
4.Please briefly describe any material negative factors and risks that the board considered
when determining whether to engage in the spin-off transaction.
5.Wherever applicable, please expand the bullet point list to better explain how it was
determined that separating MasterBrand's businesses from Fortune Brand’s current
business operations would be in the best interests of Fortune Brands and its stockholders.
Discuss how the separation will lead to the better focus of each company’s specific
operational and growth strategies.  Discuss the "unique operating needs" of each
company, explain each company’s tailored capital structures and capital deployment
strategies.  Explain in detail the decision to separate now as opposed to any other time and
the reasons underlying the chosen timing.
Capitalization, page 59
6.Please include a double line underneath the cash and cash equivalents line so as to clearly
distinguish it from the capitalization line items.
Unaudited Pro Forma Condensed Consolidated Financial Statements
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Note 3: Transaction Accounting Adjustments for the Separation, page 65
7.Refer to adjustment (e). Please expand the footnote to also describe that these
nonrecurring costs will not recur beyond 12 months after the transaction and remove the
adjustment from your pro forma income statement for the twenty-six weeks ended June
26, 2022. Refer to Article 11-02(a)(6)(i)(B) of Regulation S-X.
8.We note that adjustment (i) represents costs related to stock-based compensation
arrangements in connection with the Separation including modification of historical
Fortune Brands grants. Please explain to us why it appears this adjustment will not be
reflected on the pro forma statement of income.
Note 4. Autonomous Entity Adjustments, page 66
9.Please revise your disclosure relating to adjustment (m) to include the material
assumptions used and how the amount was calculated or determined.  See Rule 11-
02(a)(11)(iii).
Note 5. Management Adjustments, page 66

 FirstName LastNameHiranda Donoghue
 Comapany NameMasterBrand, Inc.
 September 13, 2022 Page 3
 FirstName LastNameHiranda Donoghue
MasterBrand, Inc.
September 13, 2022
Page 3
10.Please revise your disclosure to include the estimated time frame for achieving the
synergies and dis-synergies for each adjustment. See Rule 11-02(a)(7)(ii)(D) of
Regulation S-X.
Management's Discussion and Analysis of Financial Condition and Results of Operations Results
of Operations
Results of Operations, page 73
11.Please revise to quantify the impact of the factors that you identify as impacting net sales
and operating results during each period presented, including the impact of changes in
volume and price.
General
12.Please disclose whether and how your business segments, products, lines of service,
projects, or operations are materially impacted by supply chain disruptions. For example,
discuss whether you have or expect to:
•suspend the production, purchase, sale or maintenance of certain items due to a lack
of raw materials, parts, or equipment; inventory shortages; closed factories; reduced
headcount; or delayed projects;
•experience labor shortages that impact your business;
•experience cybersecurity attacks in your supply chain;
•experience higher costs due to constrained capacity or increased commodity prices or
challenges sourcing materials;
•experience surges or declines in consumer demand for which you are unable to
adequately adjust your supply;
•be unable to supply products at competitive prices or at all due to export
restrictions, sanctions, tariffs, trade barriers, or political or trade tensions among
countries; or
•be exposed to supply chain risk in light of Russia’s invasion of Ukraine and/or related
geopolitical tension or have sought to “de-globalize” your supply chain.
Explain whether and how you have undertaken efforts to mitigate the impact and where
possible quantify the impact to your business.
            You may contact SiSi Cheng at (202) 551-5004 or Claire Erlanger at (202) 551-3301 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Bradley Ecker at (202) 551-4985 or Geoffrey Kruczek at (202) 551-3641 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

 FirstName LastNameHiranda Donoghue
 Comapany NameMasterBrand, Inc.
 September 13, 2022 Page 4
 FirstName LastName
Hiranda Donoghue
MasterBrand, Inc.
September 13, 2022
Page 4
cc:       Samir Gandhi