UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549
______________

FORM 8-K

CURRENT REPORT

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

Date of report (Date of earliest event reported):  January 31, 2019


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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ⃞

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ⃞

Item 2.02.          Results of Operations and Financial Condition.

On January 31, 2019, Fortune Brands Home & Security, Inc. (the “Company”) issued a press release reporting the Company’s fourth quarter and full year 2018 results, as well as certain guidance for 2019.  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.

Item 9.01.       Financial Statements and 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 99.1

Fortune Brands Reports Sales and EPS for Q4 and Full Year; Provides 2019 Annual Outlook for Continued Growth

Highlights from continuing operations:

• Q4 2018 sales increased 3 percent year-over-year to $1.4 billion with EPS of $0.60, a decline of 28 percent; EPS before charges/gains increased 8 percent to $0.86
• Full-year 2018 sales increased 4 percent with EPS of $2.66, a decline of 13 percent; EPS before charges/gains increased 8 percent to $3.34
• Company expects full-year 2019 EPS before charges/gains to grow to $3.53 - $3.77 on sales growth of 6 - 7.5 percent, and 3 - 5 percent organic growth
• Company will host first investor event in Boston this Wednesday, February 6, 2019

DEERFIELD, Ill.--(BUSINESS WIRE)--January 31, 2019--Fortune Brands Home & Security, Inc. (NYSE: FBHS), an industry-leading home and security products company, today announced fourth quarter 2018 results.

“In the fourth quarter the market for our products grew at a more moderate pace, and consumers and channel partners adopted a cautious stance heading into year-end,” said Chris Klein, chief executive officer, Fortune Brands. “Despite the market, consumer demand for our plumbing and door products continues to be solid, and the aggressive actions we are taking to pivot our cabinets business are improving our cost structure. Throughout 2018 we took a number of steps across the company to reposition business segments and offset a $90 million spike in costs from inflation and tariffs,” continued Klein. “In 2019 we will stay aggressive, and manage expenses in-line with a more conservative market outlook. With our solid execution and bias toward action, we are well-positioned to accelerate our financial performance in the new year.”

Fourth Quarter 2018

For the fourth quarter of 2018, sales were $1.4 billion, an increase of 3 percent over the fourth quarter of 2017. Earnings per share were $0.60, compared to $0.83 in the prior-year quarter. EPS before charges/gains were $0.86, compared to $0.80 the same quarter last year. Operating income was $140.1 million, compared to $162.8 million in the prior-year quarter. Operating income before charges/gains was $180.6 million, compared to $185.6 million the same quarter last year, down 3 percent. The difference between GAAP and before charges/gains earnings is due primarily to restructuring and intangible asset revaluation in the cabinets business.

For each segment in the fourth quarter of 2018, compared to the prior-year quarter:

• Plumbing sales increased 4 percent and 3 percent organically, led by above market growth in U.S. wholesale and China, partly offset by channel inventory reductions and FX. Operating margin before charges/gains was 22.3 percent.
• Cabinet sales were flat versus the prior year, with low-single digit growth in dealer and high-single digit growth in builder direct offset by declines in Canada and homecenter special order. Operating margin before charges/gains was 10.0 percent, and 11.3 percent excluding the impact of a 53^rd week in the current year.
• Doors & Security sales increased 7 percent driven by continued, strong double-digit sales growth of our Therma-Tru doors and the Fiberon acquisition, partly offset by lower security product sales. Operating margin before charges/gains was 8.7 percent. Excluding one-time items in security not expected to repeat, and the seasonally low Fiberon stub period, operating margin was 13.3 percent.

Full Year 2018

For the full year 2018, sales were $5.5 billion, an increase of 4 percent over 2017. Earnings per share were $2.66 compared to $3.05 in the prior year, and EPS before charges/gains were $3.34 versus $3.08 last year, an increase of 8 percent.

“2018 was a volatile year in our industry, resulting in performance that was not as we expected. Despite the headwinds, we recovered higher input costs from tariffs and inflation and grew our sales by 4 percent and EPS by 8 percent. We also took steps in 2018 to de-risk the business by positioning ourselves in the more stable growth segments of our markets in Cabinets and Doors & Security, and increased our overall repair and remodel exposure via the Fiberon acquisition. In 2019, we will continue to focus on operational execution against moderate market growth assumptions to deliver on our plan,” said Klein.

“As we enter 2019, we are managing capital expenditures, working capital, and operating expense with discipline in accordance with modest market assumptions. We are pleased with our 2018 capital deployment, having bought back $695 million of our shares, investing approximately $470 million in Fiberon and having increased our dividend for the 6th consecutive year,” said Patrick Hallinan, chief financial officer, Fortune Brands. “Our balance sheet remained solid at year-end, with year-end cash of $263 million and a net debt-to-EBITDA ratio of 2.4 times. Additionally, free cash flow was solid at $465 million with a conversion ratio of 95 percent. Our ability to generate solid cash flow in 2019 and beyond allows us flexibility to continue to create incremental shareholder value and de-lever naturally over time.”

Annual Outlook for 2019

The Company’s 2019 annual outlook is based on a U.S. home products market growth assumption of approximately 2 percent to 4 percent and 2 percent to 4 percent growth for our total global market. The Company expects full-year 2019 sales growth in the range of 6 to 7.5 percent. Excluding acquisitions, the company expects full-year 2019 organic sales growth in the range of 3 to 5 percent.

The Company expects EPS before charges/gains to be in the range of $3.53 to $3.77, the midpoint of which is over 9 percent higher than last year.

“We have built a 2019 plan around a more conservative market, with a soft first half start and modest growth overall for the year. In response, we are managing expenses and capital aggressively, and our teams are prepared to take additional actions if the market grows more slowly than we currently expect,” said Klein. “As a result, we are well-positioned to deliver consistent sales growth and expand margins in 2019—even in a slower growth market.”

Investor Event

The Company will host its first investor event in Boston, MA on Wednesday, February 6 beginning at 9:00AM Eastern. Attendees will hear presentations from the division presidents and select members of the FBHS corporate leadership team. Presenters will share unique insights into Fortune Brands’ structure, strategy and execution; opportunities for future growth within the Cabinets, Plumbing and Doors & Security platforms; and greater detail on Fortune Brands’ 2019 outlook and guidance. A live Internet webcast will be available on the investor section of FBHS.com, and a recording will be posted after the event.

About Fortune Brands

Fortune Brands Home & Security, Inc. (NYSE: FBHS), headquartered in Deerfield, Ill., creates products and services that fulfill the dreams of homeowners and help people feel more secure. The Company's operating segments are Plumbing, Cabinets, and Doors & Security. Its trusted brands include Moen, Perrin & Rowe, Riobel, Rohl, Shaws and Victoria + Albert under the Global Plumbing Group (GPG); more than a dozen core brands under MasterBrand Cabinets; Therma-Tru entry door systems, Fiberon composite decking and Master Lock and SentrySafe security products in the Doors & Security segment. Fortune Brands holds market leadership positions in all of its segments. Fortune Brands is part of the S&P 500 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 brands and other matters. Statements preceded by, followed by or that otherwise include the words “believes,” “positioned,” “expects,” “estimates,” “plans,” “look to,” “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 the factors discussed in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2017, filed with the Securities and Exchange Commission. 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 of this release.

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, organic sales, operating margin 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.

DILUTED EPS BEFORE CHARGES/GAINS RECONCILIATION

For the three months ended December 31, 2018, diluted EPS before charges/gains is net income from continuing operations, net of tax including the impact from noncontrolling interests calculated on a diluted per-share basis excluding $11.8 million ($9.1 million after tax or $0.06 per diluted share) of restructuring and other charges, asset impairment charges of $35.5 million ($27.1 million after tax or $0.19 per diluted share), a benefit from an inventory costing change of $7.3 million ($5.5 million after tax or $0.04 per diluted share), a net charge related to an update to the estimated impact of the Tax Cuts and Jobs Act of 2017 of $4.0 million ($0.03 per diluted share) and the impact from actuarial losses associated with our defined benefit plans of $3.6 million ($2.7 million after tax or $0.02 per diluted share).

For the twelve months ended December 31, 2018, diluted EPS before charges/gains is net income from continuing operations, net of tax including the impact from noncontrolling interests calculated on a diluted per-share basis excluding $54.2 million ($43.4 million after tax or $0.30 per diluted share) of restructuring and other charges, asset impairment charges of $62.6 million ($50.8 million after tax or $0.35 per diluted share), a benefit from an inventory costing change of $7.3 million ($5.5 million after tax or $0.04 per diluted share), a net tax charge principally related to an update to the estimated impact from the Tax Cuts and Jobs Act of 2017 ($7.2 million or $0.05 per diluted share) and the impact from actuarial losses associated with our defined benefit plans of $3.9 million ($2.9 million after tax or $0.02 per diluted share).

For the three months ended December 31, 2017, diluted EPS before charges/gains is net income from continuing operations, net of tax including the impact from noncontrolling interests calculated on a diluted per-share basis excluding $17.7 million ($12.5 million after tax or $0.08 per diluted share) of restructuring and other charges, actuarial losses associated with our defined benefit plans of $0.8 million ($0.6 million after tax or $0.01 per diluted share), asset impairments of $12.1 million ($7.9 million after tax or $0.05 per diluted share) and a net benefit related to the Tax Cuts and Jobs Act of 2017 of $25.7 million ($0.17 per diluted share).

For the twelve months ended December 31, 2017, diluted EPS before charges/gains is net income from continuing operations, net of tax including the impact from noncontrolling interests calculated on a diluted per-share basis excluding $23.0 million ($16.3 million after tax or $0.10 per diluted share) of restructuring and other charges, asset impairments of $15.3 million ($11.1 million after tax or $0.07 per diluted share), the loss on sale of product line of $2.4 million ($2.5 million after tax or $0.02 per diluted share), the impact of income from actuarial gains associated with our defined benefit plans of $0.5 million ($0.3 million after tax) and a net benefit related to the Tax Cuts and Jobs Act of 2017 of $25.7 million ($0.16 per diluted share).

RECONCILIATION OF FULL YEAR 2019 EARNINGS GUIDANCE TO GAAP

The Company is targeting diluted EPS before charges/gains from continuing operations to be in the range of $3.53 to $3.77 per share. For the full year, on a GAAP basis, the Company is targeting diluted EPS from continuing operations to be in the range of $3.47 to $3.71 per share and including the full year impact of previously announced restructuring actions. Reconciliation of non-GAAP diluted EPS guidance to GAAP diluted EPS guidance cannot be provided without unreasonable efforts on a forward-looking basis due to the high variability and low visibility with respect to gains and losses associated with our defined benefit plans and restructuring and other charges, which are excluded from the diluted EPS before charges/gains. In addition, the Company's GAAP EPS range assumes the Company incurs no additional gains or losses associated with its defined benefit plans during 2019.

(b) (d) (e) For definitions of Non-GAAP measures, see Definitions of Terms page

* Depreciation excludes accelerated depreciation of $1.1 million and ($6.2) million for the three and twelve months ended December 31, 2018. Accelerated depreciation is included in restructuring and other charges.

(1) Restructuring charges are costs incurred to implement significant cost reduction initiatives and include workforce reduction costs.

(2) "Other charges" represent charges or gains directly related to restructuring initiatives that cannot be reported as restructuring under GAAP. Such costs may include losses on disposal of inventories, trade receivables allowances from existing product lines, write-off of displays from exiting a customer relationship, accelerated depreciation resulting from the closure of facilities, and gains and losses on the sale of previously closed facilities totaling $0.3 million and $11.3 million for the three and twelve months ended December 31, 2018 and $9.4 million and $10.2 million for the three and twelve months ended December 31, 2017.

In our Plumbing segment, other charges also includes an acquisition-related inventory step-up expense classified in cost of products sold of $0.5 million and $5.5 million for the three and twelve months ended December 31, 2018, respectively, and $1.1 million and $2.1 million for the three and twelve months ended December 31, 2017. In our Doors & Security segment, other charges also includes an acquisition-related inventory step-up expense classified in cost of products sold of $3.9 million and $4.9 million for the three and twelve months ended December 31, 2018. In addition, in our Plumbing segment, other charges also includes compensation expense related to deferred purchase price consideration payable to certain former Victoria + Albert shareholders contingent on their employment through October 2018 of $0.8 million and $8.1 million classified in selling, general and administrative expense for the three and twelve months ended December 31, 2018. In Corporate, other charges also includes $0.3 million of expense associated with our assessment of the impact on the Company from the Tax Cuts and Jobs Act of 2017, for the twelve months ended December 31, 2018.

Plumbing net sales excluding acquisitions is Plumbing net sales derived in accordance with GAAP excluding Victoria + Albert net sales. Management uses this measure to evaluate the overall performance of the Plumbing segment and believes this measure provides investors with helpful supplemental information regarding the underlying performance of the segment from period to period. This measure may be inconsistent with similar measures presented by other companies.

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

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

Definitions of Terms: Non-GAAP Measures

(a) Operating income before charges/gains is operating income derived in accordance with GAAP excluding restructuring and other charges, asset impairment charges, a benefit from an inventory costing change and the loss on sale of product line. Operating income before charges/gains is a measure not derived in accordance with GAAP. Management uses this measure to evaluate the returns generated by FBHS and its business segments. Management 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.

(b) Diluted EPS before charges/gains is income from continuing operations, net of tax, less noncontrolling interests calculated on a diluted per-share basis excluding restructuring and other charges, asset impairment charges, the loss on sale of product line, a change in inventory costing method, tax items and gains and losses associated with our defined benefit plans. 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.

(c) EBITDA before charges/gains is income from continuing operations, net of tax, derived in accordance with GAAP excluding restructuring and other charges, depreciation, asset impairments, the loss on sale of product line, a benefit from an inventory costing change, gains and losses associated with our defined benefit plans, amortization of intangible assets, interest expense, and income taxes. EBITDA before charges/gains is a measure not derived in accordance with GAAP. Management uses this measure to assess returns generated by FBHS. Management believes this measure provides investors with helpful supplemental information about the Company's ability to fund internal growth, make acquisitions and repay debt and related interest. This measure may be inconsistent with similar measures presented by other companies.

(d) Asset impairment charges for the three and twelve months ended December 31, 2018 represent pre-tax impairment charges of $35.5 million and $62.6 million, respectively, related to two indefinite-lived tradenames within our Cabinets segment. Asset impairment charges for the three months ended December 31, 2017 represents an impairment of a cost investment in a developmental stage home security company classified in other expense and an impairment of a long-lived Corporate asset classified in selling, general and administrative expenses. In addition, asset impairments for the twelve months ended December 31, 2017, include impairments related to our decision during the first quarter of 2017 to sell the Field ID product line.

(e) During the fourth quarter of 2018, we determined that it was preferable to change our accounting policy for product groups in which metals inventory comprise a significant portion of inventories from last-in, first-out ("LIFO") to first-in, first-out ("FIFO"). As a result, we recorded a pre-tax benefit of $7.3 million within cost of products sold during the three months ended December 31, 2018.

Definitions of Terms: GAAP Measures

(f) As previously announced, we combined our Doors and Security segments into a new reportable segment 'Doors & Security'. Reporting for the new Doors & Security segment began in the third quarter of 2018 and historical financial segment information has been restated to conform to the new segment presentation.

CONTACT:
INVESTOR and MEDIA CONTACT:
Kaveh Bakhtiari
847-484-4573
kaveh.bakhtiari@FBHS.com