UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
______________

FORM 8K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  July 30, 2014

Fortune Brands Home & Security, Inc.
(Exact Name of Registrant as Specified in its Charter)

520 Lake Cook Road
Deerfield, IL 60015
(Address of Principal Executive Offices) (Zip Code)

847-484-4400
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

⃞ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

⃞ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

⃞ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

⃞ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

On July 30, 2014, the Company issued a press release reporting the Company’s second quarter results, as well as certain guidance for 2014.  A copy of the Company’s press release is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and is hereby incorporated herein by reference.  

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Exchange Act.

  (d)       Exhibits

The following exhibit is being furnished as part of this Current Report on Form 8-K:

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

EXHIBIT INDEX

Exhibit 99.1

Fortune Brands Reports Sales and EPS for Q2; Updates 2014 Annual Outlook; Announces Acquisition and Share Repurchases

Highlights:

• Q2 2014 sales increase 10 percent year-over-year to $1.14 billion with Q2 2014 EPS of $0.55; EPS before charges/gains increase 34 percent to $0.55
• Company narrows range for full-year 2014 outlook for EPS before charges/gains to $1.88 - $1.96 on sales growth of 9-11 percent
• Company announces acquisition of Sentry Safe and year-to-date share repurchases of approximately $375 million

DEERFIELD, Ill.--(BUSINESS WIRE)--July 30, 2014--Fortune Brands Home & Security, Inc. (NYSE: FBHS), an industry-leading home and security products company, today announced second quarter 2014 results and updated its 2014 annual outlook for sales and earnings per share. The Company also announced value-enhancing activities that include an acquisition and year-to-date share repurchases.

“Our teams executed well, delivering a solid second quarter as consumer traffic is increasing and demand gradually improved from the soft start to the year,” said Chris Klein, chief executive officer, Fortune Brands. “We continue to gain share and remain on track to deliver strong growth this year.”

Second Quarter 2014

For the second quarter of 2014, sales were $1.14 billion, an increase of 10 percent over the second quarter of 2013. Earnings per share were $0.55, compared to $0.37 in the prior-year quarter. EPS before charges/gains were $0.55, compared to $0.41 the same quarter last year. Operating income was $136.6 million, compared to $106.5 million in the prior-year quarter. Operating income before charges/gains was $136.8 million, compared to $107.2 million the same quarter last year.

“Sales increased 10 percent for the total company and 12 percent for our combined home segments in the second quarter. Importantly, total company operating income before charges/gains increased 28 percent,” Klein said.

For each segment in the second quarter of 2014, compared to the prior-year quarter:

• Kitchen & Bath Cabinetry sales were up 19 percent. Sales included strong increases in the dealer channel from continued share gains and strength in repair and remodel volume and mix. Operating income before charges/gains increased 31 percent to $46 million.
• Plumbing & Accessories sales increased 5 percent, led by growth in the U.S. wholesale channel and international. Operating income before charges/gains increased 26 percent.
• Advanced Material Windows & Door Systems sales were up 9 percent. Entry doors sales were up 11 percent and windows sales were up 7 percent to the prior year. Operating income before charges/gains for the segment increased 53 percent.
• Security & Storage sales decreased 5 percent. Within the segment, security sales increased 1 percent and tool storage sales decreased 21 percent, which resulted in lower operating income before charges/gains.

“We also continued to invest in incremental capacity to support sales growth to approximately $6 billion over the next 3+ years,” said Lee Wyatt, chief financial officer. “In the second quarter of 2014, we made investments of 2 cents primarily for expenses related to planning, designing and the early stages of implementing incremental capacity in the cabinetry and plumbing segments.”

Value Enhancing Actions

The Company reinforced its commitment to maximize shareholder value by deploying free cash flow and adding debt leverage to drive incremental growth.

The Company announced today that it has acquired Sentry Safe, the leading manufacturer of personal safes with estimated annual sales of $150 million. The transaction closed on July 29, 2014 for $117.5 million and was funded from the Company's existing credit facilities. Sentry Safe will become part of Master Lock.

“Sentry Safe’s global brand strength in the adjacent personal safe market enables Master Lock to broaden its product offerings and leverage its iconic brand worldwide," said Klein. “Both companies hold similar competitive advantages in their markets and produce products that protect people’s most valuable assets. I am excited about the growth opportunities we will now have together to drive innovation, leverage global distribution and expand channels.”

Master Lock and Sentry Safe have leading market positions and strong consumer brands. Master Lock is the number one padlock brand in North America. Sentry Safe is the leading North American brand of security safes and other protective containers for residential and light commercial markets. Sentry Safe is headquartered in Rochester, New York and has approximately 500 associates, with manufacturing facilities in Rochester, New York and Cannelton, Indiana.

Additionally, the Company also disclosed that share repurchases in 2014 now total approximately $375 million, leaving approximately $112 million remaining under its share repurchase authorization.

“In addition to continuing our organic growth, we are sharply focused on driving incremental shareholder value with our cash flow and balance sheet,” said Lee Wyatt, chief financial officer. “Our dividend reflects our confidence in ongoing cash flows, the increased pace of opportunistic share repurchases demonstrates our commitment to be efficient with cash in value-creating ways, and we believe the acquisition of Sentry Safe will position us to further increase operating results in 2015.”

Company Updates Annual Outlook for 2014

The Company’s 2014 annual outlook is based on a U.S. home products market growth assumption of 6 to 8 percent. Based on the Company’s expectation to continue outperforming the market and the benefit from the Sentry Safe acquisition, the Company expects full-year 2014 net sales to increase 9 to 11 percent.

The Company expects diluted EPS before charges/gains to be in the range of $1.88 to $1.96. This targeted range compares to 2013 diluted EPS before charges/gains of $1.50.

The Company’s annual outlook includes both the impact of its recent acquisition of Sentry Safe and the impact of share repurchases.

“We have seen a gradual improvement in the pace of new construction and consumer spending,” said Klein. “However, our updated 2014 annual outlook for the home products market now reflects less growth in the second half of 2014 than we last estimated. Still, we remain on track to deliver strong growth this year and are well-positioned for accelerating growth in 2015.”

The Company continues to expect to generate $225 million to $250 million in free cash flow in 2014. The expected free cash flow is net of anticipated capital expenditures of $130 million to $140 million, as the Company invests in incremental capacity and infrastructure to support multi-year growth.

About Fortune Brands

Fortune Brands Home & Security, Inc. (NYSE: FBHS), headquartered in Deerfield, Ill., creates products and services that help fulfill the dreams of homeowners and help people feel more secure. The Company’s trusted brands include Master Lock and Sentry Safe security products, MasterBrand cabinets, Moen faucets, Simonton windows and Therma-Tru entry door systems. Fortune Brands holds market leadership positions in all of its segments. Fortune Brands is part of the S&P MidCap 400 Index. For more information, please visit www.FBHS.com.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This press release contains certain “forward-looking statements” regarding business strategies, market potential, future financial performance, the potential of our categories and brands, the effects of the Sentry Safe acquisition and other matters. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “outlook,” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts. Where, in any forward-looking statement, we express an expectation or belief as to future results or events, such expectation or belief is based on the current plans and expectations of our management. Although we believe that these statements are based on reasonable assumptions, they are subject to numerous factors, risks and uncertainties that could cause actual outcomes and results to be materially different from those indicated in such statements. Our actual results could differ materially from the results contemplated by these forward-looking statements due to a number of factors, including but not limited to: (i) our reliance on the North American home improvement, repair and new home construction activity levels, (ii) the North American and global economies, (iii) risk associated with entering into potential strategic acquisitions and integrating acquired companies, (iv) our ability to remain competitive, innovative and protect our intellectual property, (v) our reliance on key customers and suppliers, (vi) the cost and availability associated with our supply chains and the availability of raw materials, (vii) risk of increases in our postretirement benefit-related costs and funding requirements, (viii) compliance with tax, environmental and federal, state, and international laws and industry regulatory standards, and (ix) the risk of doing business internationally. These and other factors are discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission. In addition, this press release contains forward-looking statements that involve risk and uncertainties associated with the transaction to acquire Sentry Safe, including the effects of the announcement of the transaction on Sentry Safe and the Company’s other businesses, the risk that the Company will not realize the anticipated benefits of the transaction, and other factors beyond the Company’s control. The forward-looking statements included in this release are made as of the date hereof, and except as required by law, we undertake no obligation to update, amend or clarify any forward-looking statements to reflect events, new information or circumstances occurring after the date hereof.

Use of Non-GAAP Financial Information

This press release includes measures not derived in accordance with generally accepted accounting principles (“GAAP”), such as diluted earnings per share before charges/gains, operating income before charges/gains and free cash flow. These measures should not be considered in isolation or as a substitute for any measure derived in accordance with GAAP and may also be inconsistent with similar measures presented by other companies. Reconciliations of these measures to the most closely comparable GAAP measures, and reasons for the Company’s use of these measures, are presented in the attached pages.

* For the year ended December 31, 2013, diluted EPS before charges/gains is net income calculated on a diluted per-share basis excluding $5.1 million ($3.6 million after tax or $0.02 per diluted share) of restructuring and other charges, asset impairment charges of $27.4 million ($20.0 million after tax or $0.12 per diluted share) and the impact of expense from actuarial losses associated with our defined benefit plans of $5.1 million ($3.3 million after tax or $0.02 per diluted share). Diluted EPS before charges/gains is a measure not derived in accordance with GAAP. Management uses this measure to evaluate the overall performance of the Company and believes this measure provides investors with helpful supplemental information regarding the underlying performance of the Company from period to period. This measure may be inconsistent with similar measures presented by other companies.

*Depreciation excludes accelerated depreciation of ($0.2) million for the three and six months ended June 30, 2013. Accelerated depreciation is included in restructuring and other charges.

(c) For definitions of Non-GAAP measures, see Definitions of Terms page

CONTACT:
Fortune Brands Home & Security, Inc.
Investor and Media Contact:
Brian Lantz, 847-484-4574
brian.lantz@FBHS.com