FBHS 10-K Annual Report Dec. 31, 2022 | Alphaminr
Fortune Brands Home & Security, Inc.

FBHS 10-K Fiscal year ended Dec. 31, 2022

FORTUNE BRANDS HOME & SECURITY, INC.
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TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1A. RItem 1B. Unresolved Staff CommentsItem 1B. UnresolvItem 2. PropertiesItem 3. Legal ProceedingsItem 3. LegaItem 4. Mine Safety DisclosuresItem 4. Mine SaPart IIItem 5. Market For Registrant S Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 5. Market For Registrant S Common Equity, Related StoItem 6. ReservedItem 6. ReserItem 7. Management S Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7. Management S DiscussionItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 7A. Quantitative and QualitaItem 8. Financial Statements and Supplementary DataItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with AccItem 9A. Controls and ProceduresItem 9A. ControItem 9B. Other InformationItem 9B. OtheItem 9C. Disclosure Regarding Foreign Jurisdictions That Prevent InspectionsItem 9C. DisclosPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 10. Directors, Executive OItem 11. Executive CompensationItem 11. ExecutItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 12. Security Ownership Of Certain Beneficial OItem 13. Certain Relationships and Related Transactions, and Director IndependenceItem 13. Certain Relationships and RelateItem 14. Principal Accountant Fees and ServicesItem 14. Principal AccoPart IVItem 15. Exhibits and Financial Statement SchedulesItem 15. Exhibits and FinItem 16. Form 10-k SummaryItem 16. For

Exhibits

2.1. Equity Purchase Agreement dated November 16, 2020 between Fortune Brands Doors, Inc., Fortune Brands Home & Security, Inc. and the owners of Larson Manufacturing Company of South Dakota and its affiliated companies, is incorporated herein by reference to Exhibit 2.1 to the Company's Annual Report on Form 10-K filed on February 24, 2021. 2.2. Separation and Distribution Agreement dated December 14, 2022, between Fortune Brands Home & Security, Inc. and MasterBrand, Inc., is incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on December 16, 2022. 2.3. Stock Purchase Agreement, dated December 1, 2022, by and among ASSA ABLOY Inc., Fortune Brands Home & Security, Inc., and ASSA ABLOY AB, solely for purposes of Section 13.20 thereunder, is incorporated herein by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed on December 2, 2022. 3.1. Restated Certificate of Incorporation of Fortune Brands Home & Security, Inc., dated as of September 27, 2011, is incorporated herein by reference to Exhibit 3(i) to the Companys Quarterly Report on Form 10-Q filed on November 5, 2012. 3.2. Certificate of Amendment to the Restated Certificate of Incorporation of Fortune Brands Home & Security, Inc., dated as of December 15, 2022, is incorporated herein by reference to Exhibit 3.1 to the Companys Current Report on Form 8-K filed on December 16, 2022. 3.3. Amended and Restated Bylaws as of Fortune Brands Innovations, Inc., effective December 13, 2022, are incorporated herein by reference to Exhibit 3.2 to the Company's Current Report on Form 8-k filed on December 16, 2022. 4.1. Description of Securities.** 4.2. 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 4.1 to the Companys Current Report on Form 8-K filed on June 16, 2015. 4.3. 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 Form 8K filed on June 16, 2015. 4.4. Second Supplemental Indenture, dated as of September 21, 2018, by and among Fortune 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 Form 8-K filed on September 21, 2018. 4.5. Third Supplemental Indenture, dated as of September 13, 2019, by and among Fortune Brands Home & Security, Inc., Wilmington Trust, National Association, as Trustee, and Citibank, N.A., as Securities Agent is incorporated by reference to Exhibit 4.1 to the Companys current report on Form 8-K filed on September 13, 2019. 4.6. Fourth Supplemental Indenture, dated as of March 25, 2022, 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 4.9 to the Company's Current Report on Form 8-K filed on March 25, 2022. 4.7 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 Form 8-K on June 16, 2015. 4.8. 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 Form 8-K filed on September 21, 2018. 4.10 Form of global certificate for the 4.000% Senior Notes due 2032 is incorporated herein by reference to Exhibit 4.10 to the Company's Current Report on Form 8-K filed on March 25, 2022. 4.11 Form of global certificate for the 4.500% Senior Notes due 2052 is incorporated herein by reference to Exhibit 4.11 to the Company's Current Report on Form 8-K filed on March 25, 2022. 10.1. Transition Services Agreement, dated December 14, 2022, between Fortune Brands Home & Security, Inc. and MasterBrand, Inc., is incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on December 16, 2022. 10.2. Tax Allocation Agreement, dated December 14, 2022, by and between Fortune Brands Home & Security, Inc. and MasterBrand, Inc. is incorporated herein by reference to Exhibit 10.2 to the Companys Current Report on Form 8-K filed on December 16, 2022. 10.3. Employee Matters Agreement, dated December 14, 2022, between Fortune Brands Home & Security, Inc. and MasterBrand, Inc., is incorporated herein by reference to Exhibit 10.3 to the Companys Current Report on Form 8-K filed on December 16, 2022. 10.4. 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 Form 8-K filed on September 15, 2011. 10.5. 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 Form 8-K filed on September 30, 2011. 10.6. $1,250,000,000 Third Amended and Restated Credit Agreement, dated as of August 2, 2022, among Fortune Brands Home & Security, Inc., the lenders party thereto, Bank of America N.A., as Syndication Agent and JPMorgan Chase Bank, N.A., as Administrative Agent, is incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K filed on August 4, 2022. 10.7. Form of Commercial Paper Dealer Agreement between Fortune Brands Home & Security, Inc., as issuer, and the Dealer parties thereto, is incorporated herein by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed on December 2, 2021. 10.8. 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.* 10.9. Fortune Brands Home & Security, Inc. 2011 Long-Term Incentive Plan is incorporated hereinby reference to Exhibit 10.1 to the Companys registration Statement on Form S-8 filed on October 3, 2011.* 10.10. Fortune Brands Home & Security, Inc. 2013 Long-Term Incentive Plan is incorporated herein by reference to Appendix A to the Companys Definitive Proxy Statement filed on March 5, 2013.* 10.11. Amendment Number One to the Fortune Brands Home & Security, Inc. 2013 Long-Term Incentive Plan, dated as of August 2, 2016, is incorporated herein by reference to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q filed on November 2, 2016.* 10.13. 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 Form 10-K filed on February 22, 2012.* 10.14. 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 Form 10-K filed on February 27, 2013.* 10.15. 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 Form 10-K filed on February 26, 2014.* 10.16. 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 Form 10-Q filed on April 28, 2016.* 10.17. Form of Stock Option Agreement for awards under the Fortune Brands Home & Security, Inc. 2013 Long-Term Incentive Plan, is incorporated herein by reference to Exhibit 10.13 to the Companys Annual Report on Form 10-K filed on February 26, 2020.* 10.18 Form of Stock Option Award Agreement for awards under the Fortune Brands Home & Security, Inc. 2022 Long-Term Incentive Plan, is incorporated herein by reference to Exhibit 10.2 to the Companys Quarterly Report on Form 10-Q filed on July 22, 2022.* 10.19. Form of Performance Share Award Agreement for awards under the Fortune Brands Home & Security, Inc. 2013 Long-Term Incentive Plan, is incorporated herein by reference to Exhibit 10.14 to the Companys Annual Report on Form 10-K filed on February 26, 2020.* 10.20 Form of Performance Share Award Agreement for awards under the Fortune Brands Home & Security, Inc. 2022 Long-Term Incentive Plan, is incorporated herein by reference to Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q filed on July 22, 2022.* 10.21. Form of Restricted Stock Unit Award Agreement for awards under the Fortune Brands Home & Security, Inc. 2013 Long-Term Incentive Plan, is incorporated herein by reference to Exhibit 10.15 to the Companys Annual Report on Form 10-K filed on February 26, 2020.* 10.22. Form of Restricted Stock Unit Agreement for awards under the Fortune Brands Home & Security Inc. 2022 Long-Term Incentive Plan, is incorporated herein by reference to Exhibit 10.4 to the Companys Quarterly Report on Form 10-Q filed on July 28, 2022.* 10.23. Form of Agreement for the Payment of Benefits Following Termination of Employment between the Company and each of Nicholas I. Fink, Patrick D. Hallinan, Hiranda S. Donoghue, Sheri R. Grissom, John D. Lee, Cheri M. Phyfer, Ron Wilson and May Russell, is incorporated herein by reference to Exhibit 10.23 to the Companys Annual Report on Form 10-K filed on February 28, 2018.* 10.24. Form of Agreement for the Payment of Benefits Following Termination of Employment for each of R. David Banyard, Jr. and Brett E. Finley is incorporated herein by reference to Exhibit 10.24 to the Companys annual Report on Form 10-K filed on February 28, 2018.* 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 Form 10K filed on February 27, 2013.* 10.26. Fortune Brands Home & Security, Inc. Non-Employee Director Stock Election Program is incorporated herein by reference to Exhibit 10.17 to the Companys Annual Report on Form 10-K filed on February 22, 2012.* 10.27. Fortune Brands Home & Security, Inc. Deferred Compensation Plan, amended & restated as of February 27, 2017 is incorporated herein by reference to Exhibit 10.30 to the Companys Annual Report on Form 10-K filed on February 28, 2017.* 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 Form 10-K.** 31.1. Certificate of Chief Executive Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002.** 31.2. Certificate of Chief Financial Officer Required Under Section 302 of the Sarbanes-Oxley Act of 2002.** 32. Joint CEO/CFO Certification Required Under Section 906 of the Sarbanes-Oxley Act of 2002.**