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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.
David V. Barry
FirstName LastNameDavid
Innovations,V. Barry
Fortune Brands Inc.
Comapany
April NameFortune Brands Innovations, Inc.
28, 2023
April 228, 2023 Page 2
Page
FirstName LastName
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.
David V. Barry
FirstName LastNameDavid
Innovations,V. Barry
Fortune Brands Inc.
Comapany
April NameFortune Brands Innovations, Inc.
28, 2023
April 328, 2023 Page 3
Page
FirstName LastName
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.
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.
FirstName LastNameDavid V. Barry Sincerely,
Comapany NameFortune Brands Innovations, Inc.
Division of
Corporation Finance
April 28, 2023 Page 4 Office of
Manufacturing
FirstName LastName