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):  April 24, 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 April 24, 2019, Fortune Brands Home & Security, Inc. (the “Company”) issued a press release reporting the Company’s first quarter 2019 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.

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 First Quarter Sales and EPS Growth; Maintains Annual EPS Outlook

Highlights from continuing operations:

• Q1 2019 sales increased 6 percent year-over-year to $1.3 billion
• Q1 2019 EPS $0.60; EPS before charges/gains increased 13 percent to $0.63, and were on plan
• Company maintains full-year 2019 EPS outlook before charges/gains of $3.53 - $3.77 on sales growth of 6 – 7.5 percent

DEERFIELD, Ill.--(BUSINESS WIRE)--April 24, 2019--Fortune Brands Home & Security, Inc. (NYSE: FBHS), an industry-leading home and security products company, today announced first quarter 2019 results.

“In the first quarter our performance was on plan, and housing market growth in the U.S. and Canada started the year out slowly, as expected,” said Chris Klein, chief executive officer, Fortune Brands. “Our teams executed well despite the softer backdrop, and recently we have seen some signs of improving demand. Overall we are tracking to our plan built around a more conservative market—with a soft first half start, and modest growth overall for the year,” said Klein. “Given improving fundamentals, we continue to expect a modest acceleration in growth in the second half of 2019.”

First Quarter 2019

For the first quarter of 2019, sales were $1.3 billion, an increase of 6 percent over the first quarter of 2018. Earnings per share were $0.60, compared to $0.49 in the prior-year quarter. EPS before charges/gains were $0.63, compared to $0.56 the same quarter last year. Operating income was $135.6 million, compared to $119.4 million in the prior-year quarter. Operating income before charges/gains was $142.0 million, compared to $124.3 million the same quarter last year, up 14 percent.

“Each of our businesses performed well, and consistent with our plans in the first quarter. Our plumbing business achieved its plan on sales and margin, and our cabinet pivot is showing visible signs of progress as sales grew 3 percent and margins increased 350 basis points,” Klein said. “Although much work remains ahead and the overall market is likely to remain soft through the first half, I am very pleased with the start to the year in cabinets and our other business segments.”

For each segment in the first quarter of 2019, compared to the prior-year quarter:

• Plumbing sales increased 2 percent and overcame a strong prior year comparison, when sales increased 19 percent. Excluding FX, sales increased 3.5 percent. Operating margin before charges/gains was 19.7 percent.
• Cabinet sales increased 3 percent versus the prior year led by growing sales of value products in homecenter, dealer and builder direct. Segment operating margin before charges/gains increased 350 basis points to 7.8 percent.
• Doors & Security sales were up 20 percent, or 5 percent excluding the recent Fiberon acquisition. Security products continued to improve in the quarter, with modest sales growth and margin improvement. Segment operating margin before charges/gains was 8.8 percent.

The Company announced 2019 year-to-date share repurchases of approximately $50 million for approximately 1.1 million shares, with $364 million remaining on the current share repurchase authorization. “Cash was $281 million and net debt to EBITDA was 2.5 times at the end of the quarter, and we added to our financial flexibility by extending the maturity date on our term loan to March 2020 at an amount of $350 million. With continued solid operating performance, we have substantial flexibility to create incremental shareholder value through acquisitions and share repurchases,” said Patrick Hallinan, chief financial officer, Fortune Brands.

Annual Outlook for 2019

The Company’s 2019 annual outlook continues to be based on a U.S. home products market growth assumption of 2 to 4 percent and an assumption of 2 to 4 percent growth for the total global market. The Company expects full-year 2019 sales growth in the range of 6 to 7.5 percent.

The Company maintained its outlook for EPS before charges/gains to be in the range of $3.53 to $3.77, which compares to 2018 EPS before charges/gains from continuing operations of $3.34.

The Company also continues to expect free cash flow of $500 million for the full year 2019.

“We are off to a good start to the year in a market that started slowly, as expected. Given housing market volatility over the past few quarters, we are managing the business tightly and remain prepared to take additional actions if the market grows more slowly than we currently expect. However, the fundamentals that drive housing and R&R demand are improving and setting up a better second half. Our teams are performing well and delivering on our plans,” said Klein. “We also remain focused on driving incremental shareholder value, and continue to evaluate a pipeline of potential acquisitions as well as additional opportunities to repurchase our shares at attractive prices, while de-levering naturally over time.”

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, 2018, 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 March 31, 2019, 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 $6.4 million ($4.7 million after tax or $0.03 per diluted share) of restructuring and other charges and the benefit from a tax item of $0.5 million.

For the three months ended March 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 $4.9 million ($4.5 million after tax or $0.03 per diluted share) of restructuring and other charges and a net charge related to the Tax Cuts and Jobs Act of 2017 of $5.4 million ($0.04 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 $3.45 to $3.69 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 gains or losses associated with its defined benefit plans during 2019.

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

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