FBHS 10-K Annual Report Dec. 31, 2018 | Alphaminr
Fortune Brands Home & Security, Inc.

FBHS 10-K Fiscal year ended Dec. 31, 2018

FORTUNE BRANDS HOME & SECURITY, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9A. Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem 16. Form 10-k Summary

Exhibits

2.1. Stock Purchase Agreement dated as of August19, 2014 by and among Fortune Brands Home & Security, Inc., Fortune Brands Windows & Doors, Inc. and Ply Gem Industries, Inc. is incorporated herein by reference to Exhibit 2.1 to the Companys Quarterly Report on Form10-Qfiled on October31, 2014, Commission file number1-35166. 2.2. Agreement and Plan of Merger, dated as of March 30, 2015, by and among Fortune Brands Home& Security, Inc., Tahiti Acquisition Corp. and Norcraft Companies, Inc. is incorporated herein by reference to Exhibit 99.2 to the Companys Current Report on Form8-Kfiled on March 30, 2015, Commission file number1-35166. 3.1. Restated Certificate of Incorporation of Fortune Brands Home & Security, Inc., dated as of September27, 2011, is incorporated herein by reference to Exhibit 3(i) to the Companys Quarterly Report on Form10-Qfiled on November 5, 2012, Commission file number1-35166. 3.2. Amended and Restated Bylaws of Fortune Brands Home & Security, Inc., as adopted September27, 2011, are incorporated herein by reference to Exhibit 3.2 to the Companys Current Report on Form8-Kfiled on September 30, 2011, Commission file number1-35166. 4.1. Indenture, dated as of June15, 2015, by and among Fortune Brands Home & Security, Inc., Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Agent is incorporated herein by reference to Exhibit 4.1 to the Companys Current Report on Form8-Kfiled on June16, 2015, Commission file number1-35166. 4.2. First Supplemental Indenture, dated as of June 15, 2015, by and among Fortune Brands Home & Security, Inc., Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Agent is incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form8-Kfiled on June16, 2015, Commission file number1-35166. 4.3. Second Supplemental Indenture, dated as of September 21, 2018, by andamongFortune Brands Home & Security, Inc. Wilmington Trust National Association as Trustee, and Citibank, N.A., as Securities Agent is incorporated by reference to Exhibit 4.2 to the Companys current report on Form8-Kfiled on September21, 2018, Commission file number1-35166. 4.4. Form of global certificate for the Companys 3.000% Senior Notes due 2020 is incorporated herein by reference to Exhibit 4.3 to the Companys Current Report on Form8-Kfiled on June16, 2015, Commission file number1-35166. 4.5. Form of global certificate for the Companys 4.000% Senior Notes due 2025 is incorporated herein by reference to Exhibit 4.4 to the Companys Current Report on Form8-Kon June16, 2015, Commission file number1-35166. 4.6. Form of global certificate for the Companys 4.000% Senior Notes due 2023 is incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form8-Kfiled on September21, 2018, Commission file number1-35166. 10.1. Tax Allocation Agreement, dated as of September 28, 2011, by and between Fortune Brands Home & Security, Inc. and Fortune Brands, Inc. (N/K/A Beam Suntory Inc.) is incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kfiled on September 30, 2011, Commission file number1-35166. 10.2. Indemnification Agreement, dated as of September 14, 2011, by and between Fortune Brands Home & Security, Inc. and Fortune Brands, Inc. (N/K/A Beam Suntory Inc.) is incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form8-Kfiled on September 15, 2011, Commission file number1-35166. 10.3. Credit Agreement, dated as of August22, 2011, among Fortune Brands Home & Security, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A. is incorporated herein by reference to Exhibit 10.6 to Amendment No.6 to the Companys Registration Statement on Form 10 filed on August 31, 2011, Commission file number1-35166. 10.4. Amendment No.1 to Credit Agreement dated July23, 2013, among Fortune Brands Home & Security, Inc., JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto, is incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfiled on November1, 2013, Commission file number1-35166. 10.5. Amendment No.2 to Credit Agreement dated August 20, 2014, among Fortune Brands Home& Security, Inc., JPMorgan Chase Bank, N.A., as administrative agent and the lenders party thereto, is incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfiled on October31, 2014, Commission file number1-35166. 10.6. $1,250,000,000 Amended and Restated Credit Agreement, dated as of June 30, 2016, by and among the Company, the lenders party thereto and JPMorgan Chas Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfiled on August4, 2016, Commission file number1-35166. 10.7. $350,000,000 Credit Agreement, dated as of March 29, 2018, by and among Fortune Brands Home & Security, Inc., the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent. is incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on May2, 2018, Commission file number 1-35166. 10.8. First Amendment and Incremental Agreement dated August 31, 2018 to the $350,000,000 Credit Agreement dated March 29, 2018, by and among Fortune Brands Home & Security, Inc., the lenders party thereto, Barclays Bank Plc, the incremental lender and JPMorgan Chase Bank, N.A., as Administrative Agent is incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on November8, 2018, Commission file number 1-35166. 10.9. Fortune Brands Home & Security, Inc. 2011 Long-Term Incentive Plan is incorporated by reference to Exhibit 10.1 to the Companys Registration Statement on FormS-8filed on October3, 2011, Commission file number333-177145.* 10.10. Fortune Brands Home & Security, Inc. Annual Executive Incentive Compensation Plan is incorporated herein by reference to Appendix B to the Companys Definitive Proxy Statement filed on March 5, 2013, Commission file number1-35166.* 10.11. Fortune Brands Home & Security, Inc. 2013 Long-Term Incentive Plan is incorporated by reference to Appendix A to the Companys Definitive Proxy Statement filed on March5, 2013, Commission file number1-35166.* 10.12. Amendment Number One to the Fortune Brands Home & Security, Inc. 2013 Long-Term Incentive Plan, dated as of August2, 2016, is incorporated by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfiled on November 2, 2016, Commission file number1-35166.* 10.13. Form of Founders Grant Stock Option Award Notice & Agreement for awards under the Fortune Brands Home & Security, Inc. 2011 Long-Term Incentive Plan is incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form8-Kfiled on October11, 2011, Commission file number1-35166.* 10.14. Form of 2012 Option Award Notice and Agreement for awards under the Fortune Brands Home & Security, Inc. 2011 Long-Term Incentive Plan is incorporated herein by reference to Exhibit 10.11 to the Companys Annual Report on Form10-Kfiled on February22, 2012, Commission file number1-35166.* 10.15. Form of 2013 Stock Option Award Notice and Agreement for awards under the Fortune Brands Home& Security, Inc. 2011 Long-Term Incentive Plan is incorporated herein by reference to Exhibit 10.14 to the Companys Annual Report on Form10-Kfiled on February27, 2013, Commission file number1-35166.* 10.16. Form of 2014 Stock Option Award Notice and Agreement for awards under the Fortune Brands Home& Security, Inc. 2013 Long-Term Incentive Plan is incorporated herein by reference to Exhibit 10.18 to the Companys Annual Report on Form10-Kfiled on February26, 2014, Commission file number1-35166.* 10.17. Form of 2016 Performance Share Award Notice and Agreement for awards under the Fortune Brands Home& Security, Inc. 2013 Long-Term Incentive Plan is incorporated herein by reference to Exhibit 10.3 to the Companys Quarterly Report on Form10-Qfiled on April28, 2016, Commission file number1-35166.* 10.18. Form of 2016 Stock Option Award Notice and Agreement for awards under the Fortune Brands Home& Security, Inc. 2013 Long-Term Incentive Plan is incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form10-Qfiled on April28, 2016, Commission file number1-35166.* 10.19. Form of 2016 Restricted Stock Unit Award Notice and Agreement for awards under the Fortune Brands Home& Security, Inc. 2013 Long-Term Incentive Plan is incorporated by reference to Exhibit 10.22 to the Companys Annual report on Form10-Kfiled on February28, 2017, Commission file number1-35166.* 10.20. Form of Performance Share Award Notice and Agreement for awards under the Fortune Brands Home& Security, Inc. 2013 Long-Term Incentive Plan is incorporated by reference to Exhibit 10.23 to the Companys Annual Report on Form10-Kfiled on February28, 2017, Commission file number1-31566.* 10.21. Form of Stock Option Award Notice and Agreement for awards under the Fortune Brands Home & Security, Inc. 2013 Long-Term Incentive Plan is incorporated by reference to Exhibit 10.24 to the Companys annual Report on Form10-Kfiled on February28, 2017, Commission file number1-31566.* 10.22. Form of Restricted Stock Unit Award Notice and Agreement for awards under the Fortune Brands Home& Security, Inc. 2013 Long-Term Incentive Plan is incorporated by reference to Exhibit 10.25 to the Companys Annual Report on Form10-Kfiled on February28, 2017, Commission file number1-31566.* 10.23. Form of Agreement for the Payment of Benefits Following Termination of Employment between the Company and each of Christopher J. Klein, Patrick D. Hallinan, Robert K. Biggart, SheriR. Grissom, Tracey L. Belcourt, Brain C. Lantz and Marty Thomas, is incorporated by reference to Exhibit 10.23 to the Companys Annual Report on Form10-Kfiled on February28, 2018, Commission file number1-31566.* 10.24. Form of Agreement for the Payment of Benefits Following Termination of Employment for each of Michael P. Bauer, Nicholas I. Fink, Brett E. Finley and David M. Randich, is incorporated by reference to Exhibit 10.24 to the Companys Annual Report on Form10-Kfiled on February28, 2018, Commission file number1-31566.* 10.25. Fortune Brands Home & Security, Inc. Directors Deferred Compensation Plan (as Amended and Restated Effective January 1, 2013) is incorporated herein by reference to Exhibit 10.19 to the Companys Annual Report on Form10-Kfiled on February 27, 2013, Commission file number1-35166.* 10.26. Fortune Brands Home & Security, Inc.Non-EmployeeDirector Stock Election Program is incorporated herein by reference to Exhibit 10.17 to the Companys Annual Report on Form10-Kfiled on February22, 2012, Commission file number1-35166.* 10.27. Fortune Brands Home& Security, Inc. Deferred Compensation Plan, amended & restated as of February27, 2017 is incorporated by reference to Exhibit 10.30 to the Companys Annual Report on Form10-Kfiled on February28, 2017, commission file number1-35166.* 21. Subsidiaries of the Company. 23. Consent of Independent Registered Public Accounting Firm, PricewaterhouseCoopers LLP. 24. Powers of Attorney relating to execution of this Annual Report on Form10-K. 31.1. Certificate of Chief Executive Officer Required Under Section302 of the Sarbanes-Oxley Act of 2002. 31.2. Certificate of Chief Financial Officer Required Under Section302 of the Sarbanes-Oxley Act of 2002. 32. Joint CEO/CFO Certification Required Under Section906 of the Sarbanes-Oxley Act of 2002.