3 unchanged sentences
Fuller Company
−Removed: Opinion on the Financial Statements
+Added:  Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of H.B.
−Removed: Fuller Company and subsidiaries (the Company) as of December 3, 2022 and November 27, 2021, the related consolidated statements of income, comprehensive income, total equity and cash flows for each of the three years in the period ended December 3, 2022, and the related notes (collectively referred to as the “consolidated financial statements”).
−Removed: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 3, 2022 and November 27, 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 3, 2022, in conformity with U.S.
+Added: Fuller Company and subsidiaries (the Company) as of December 2, 2023 and December 3, 2022, the related consolidated statements of income, comprehensive income, total equity and cash flows for each of the three years in the period ended December 2, 2023, and the related notes (collectively referred to as the “consolidated financial statements”).
+Added: In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 2, 2023 and December 3, 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 2, 2023, in conformity with U.S.
generally accepted accounting principles.
11 unchanged sentences
We believe that our audits provide a reasonable basis for our opinion.
−Removed: Critical Audit Matter  
+Added: Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:
3 unchanged sentences
Description of the Matter
−Removed: At December 3, 2022, the Company had goodwill of approximately $425.8 million related to the Construction Adhesive reporting unit.
−Removed: As discussed in Notes 1 and 5 of the consolidated financial statements, the Company performs goodwill impairment testing on an annual basis as of the beginning of the fourth quarter, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
+Added: At December 2, 2023, the Company had goodwill of approximately $432.8 million related to the Construction Adhesives reporting unit.
+Added: As discussed in the notes to the consolidated financial statements, the Company performs goodwill impairment testing on an annual basis as of the beginning of the fourth quarter, and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying amount.
Auditing management’s goodwill impairment test for the Construction Adhesives reporting unit was complex and judgmental due to the significant estimation required in determining the fair value of the reporting unit.
1 unchanged sentence
How We Addressed the Matter in Our Audit
−Removed: We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's goodwill impairment review process, including controls over management’s review of the significant assumptions described above.
+Added: We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls over the Company's goodwill impairment review process, including controls over management’s review of the significant assumptions described above. 
To test the estimated fair value of the Construction Adhesive reporting unit, we performed audit procedures that included, among others, assessing the valuation methodology used by management and testing the significant assumptions discussed above, as well as the underlying data used by the Company in its analysis.
15 unchanged sentences
Fuller Company and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 3, 2023, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 3, 2022 and November 27, 2021, the related consolidated statements of income, comprehensive income, total equity and cash flows for each of the three years in the period ended December 3, 2022, and the related notes, and our report dated January 24, 2023 expressed an unqualified opinion thereon.
+Added: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 2, 2023 and December 3, 2022, the related consolidated statements of income, comprehensive income, total equity and cash flows for each of the three years in the period ended December 2, 2023, and the related notes, and our report dated January 24, 2024 expressed an unqualified opinion thereon.
Basis for Opinion
20 unchanged sentences
(In thousands, except per share amounts)
+Added: $ 3,510,934  
+Added: $ 3,749,183  
+Added: $ 3,278,031  
Cost of sales
+Added: ( 2,502,037 )  
+Added: ( 2,785,484 )  
+Added: ( 2,432,709 )
+Added: 1,008,897  
+Added: 963,699  
+Added: 845,322  
Selling, general and administrative expenses
+Added: ( 653,760 )  
+Added: ( 640,981 )  
Other income, net
+Added: 12,952  
+Added: 32,855  
Interest expense
+Added: ( 134,602 )  
+Added: ( 91,521 )  
Interest income
Income before income taxes and income from equity method investments
+Added: 234,160  
+Added: 251,928  
+Added: 216,851  
Income tax expense
+Added: ( 93,529 )  
+Added: ( 77,186 )  
Income from equity method investments
Net income including non-controlling interest
+Added: 144,988  
+Added: 180,407  
+Added: 161,475  
Net income attributable to non-controlling interest
+Added: ( 82 )  
+Added: ( 94 )  
Net income attributable to H.B.
+Added: $ 144,906  
+Added: $ 180,313  
+Added: $ 161,393  
Earnings per share attributable to H.B.
Fuller common stockholders:
+Added: $ 2.67  
+Added: $ 3.37  
+Added: $ 3.05  
+Added: $ 2.59  
+Added: $ 3.26  
+Added: $ 2.97  
Weighted-average common shares outstanding:
+Added: 54,332  
+Added: 53,580  
+Added: 52,887  
+Added: 55,958  
+Added: 55,269  
+Added: 54,315  
Dividends declared per common share
+Added: $ 0.805  
+Added: $ 0.738  
+Added: $ 0.665  
See accompanying Notes to Consolidated Financial Statements.
3 unchanged sentences
Net income including non-controlling interest
−Removed: Other comprehensive (loss) income
+Added: Other comprehensive income (loss)
Foreign currency translation
2 unchanged sentences
Cash-flow hedges, net of tax
−Removed:  Net investment hedges, net of tax
−Removed: Other comprehensive (loss) income
−Removed: Comprehensive (loss) income
+Added: Net investment hedges, net of tax
+Added: Other comprehensive income (loss)
+Added: Comprehensive income (loss)
Comprehensive income attributable to non-controlling interest
−Removed: Comprehensive (loss) income attributable to H.B.
+Added: Comprehensive income (loss) attributable to H.B.
See accompanying Notes to Consolidated Financial Statements.
34 unchanged sentences
$ 28,860  
−Removed: Current maturities of long-term debt
Trade payables
57 unchanged sentences
Income (Loss)
−Removed: Balance at November 30, 2019, as adjusted
−Removed: Comprehensive income (loss)
+Added: Balance at November 28, 2020
+Added: Comprehensive income
Stock option exercises
6 unchanged sentences
Repurchases of common stock
−Removed: Balance at November 27, 2021
+Added: Balance at December 3, 2022
Comprehensive income
21 unchanged sentences
( 15,230 )  
+Added: 16,192  
Income from equity method investments, net of dividends received
−Removed: (Gain) loss on sale of assets
+Added: Loss (gain) on sale of assets
( 1,195 )  
9 unchanged sentences
( 24,021 )  
−Removed: Mark to market adjustment related to contingent consideration liabilities
+Added: Debt issuance cost write-off
+Added: Loss on fair value adjustment on contingent consideration liabilities
Change in assets and liabilities, net of effects of acquisitions:
6 unchanged sentences
46,499  
−Removed: ( 79,097 )  
−Removed: 38,412  
Trade payables
4 unchanged sentences
( 13,836 )  
+Added: 27,741  
Other accrued expenses
18 unchanged sentences
( 250,807 )  
−Removed: Purchased business assets
Proceeds from sale of property, plant and equipment
1 unchanged sentence
Cash outflow related to government grant
−Removed: ( 1,822 )  
Net cash used in investing activities
8 unchanged sentences
( 159,500 )  
−Removed:  Payment of debt issue costs
+Added: Payment of debt issue costs
( 10,214 )  
−Removed: Net proceeds from notes payable
+Added: ( 600 )  
+Added: Net (payment on) proceeds from notes payable
+Added: ( 28,674 )  
Dividends paid
16 unchanged sentences
( 23,423 )  
−Removed: ( 3,335 )  
Net change in cash and cash equivalents
11 unchanged sentences
Dividends paid with company stock
−Removed: Cash paid for interest, net of amount capitalized of $ 1,518 , $ 905 , and $ 565 for the years ended December 3, 2022, November 27, 2021 and November 28, 2020, respectively
+Added: Cash paid for interest, net of amount capitalized of $ 1,769 , $ 1,518 , and $ 905 for the years ended December 2, 2023, December 3, 2022 and November 27, 2021, respectively
$ 136,959  
12 unchanged sentences
Fuller Company and our subsidiaries formulate, manufacture and market specialty adhesives, sealants, coatings, polymers, tapes, encapsulants, additives and other specialty chemical products globally, with sales operations in 
−Removed: 34 countries in North America, Europe, Latin America, the Asia Pacific region, India, the Middle East and Africa.
+Added: 35 countries in North America, Europe, Latin America, Asia Pacific, India, the Middle East and Africa.
We have 
2 unchanged sentences
Our Hygiene, Health and Consumable Adhesives operating segment produces and supplies a full range of specialty industrial adhesives such as thermoplastic, thermoset, reactive, water-based and solvent-based products for applications in various markets, including packaging (food and beverage containers, flexible packaging, consumer goods, package integrity and re-enforcement, and non-durable goods), converting (corrugation, folding carton, tape and label, paper converting, envelopes, books, multi-wall bags, sacks, and tissue and towel), nonwoven and hygiene (disposable diapers, feminine care and medical garments) and health and beauty.
−Removed: Our Engineering Adhesives operating segment produces and supplies high performance industrial adhesives such as reactive, light cure, two -part liquids, polyurethane, silicone, film and fast cure products to the durable assembly (appliances and filters), performance wood (windows, doors and wood flooring) and textile (footwear and sportswear), transportation, electronics, medical, clean energy, aerospace and defense, appliance, heavy machinery and insulating glass markets.
+Added: Our Engineering Adhesives operating segment produces and supplies high performance industrial adhesives such as reactive, light cure, two -part liquids, polyurethane, silicone, film and fast cure products to the durable assembly (appliances and filters), performance wood (windows, doors and wood flooring) and textile (footwear and sportswear), transportation, electronics, clean energy, aerospace and defense, appliance, heavy machinery and insulating glass markets.
Our Construction Adhesives operating segment includes products used for tile setting (adhesives, grouts, mortars, sealers and levelers), the commercial roofing industry (pressure-sensitive adhesives, tapes and sealants) and heating, ventilation and air conditioning and insulation applications (duct sealants, weather barriers and fungicidal coatings and block fillers).
10 unchanged sentences
As such, financial information as of 
−Removed: December 3, 2022, November 27, 2021, and November 28, 2020 for Sekisui-Fuller Company, Ltd.
+Added: December 2, 2023, December 3, 2022, and November 27, 2021 for Sekisui-Fuller Company, Ltd.
is not required.
1 unchanged sentence
Fiscal year-end dates were 
−Removed: December 3, 2022, November 27, 2021, and November 28, 2020 for 2022, 2021 and 2020 , respectively. Every five or six years we have a 53rd  week in our fiscal year.
+Added: December 2, 2023, December 3, 2022, and November 27, 2021 for 2023, 2022 and 2021 , respectively. Every five or six years we have a 53rd  week in our fiscal year.
2022  was a 53 -week year.
56 unchanged sentences
Restrictions on Cash
−Removed: There were no restrictions on cash as of December 3, 2022  or November 28, 2020.
+Added: There were no restrictions on cash as of December 2, 2023  or December 3, 2022.
There are no contractual or regulatory restrictions on the ability of consolidated and unconsolidated subsidiaries to transfer funds to us, except for typical statutory restrictions which prohibit distributions in excess of net capital or similar tests.
9 unchanged sentences
Inventories are recorded at cost ( not in excess of net realizable value) as determined by the weighted-average cost method and are valued at the lower of cost or net realizable value.
−Removed: Investments with a value of $ 8,957  and $ 9,584  represent the cash surrender value of life insurance contracts as of December 3, 2022 and November 27, 2021 , respectively.
+Added: Investments with a value of $ 9,334  and $ 8,957  represent the cash surrender value of life insurance contracts as of December 2, 2023 and December 3, 2022 , respectively.
These assets are held to primarily support supplemental pension plans and are recorded in other assets in the Consolidated Balance Sheets.
4 unchanged sentences
If we believe that an impairment exists, it is our policy to calculate the fair value of the investment and recognize as impairment any amount by which the carrying value exceeds the fair value of the investment.
−Removed: We recognized impairment of $ 303 for the year ended December 3, 2022 and did not have any impairment of our equity investments for the years ended November 27, 2021, and November 28, 2020 . The book value of the equity investments was $ 1,362 as of 
−Removed: December 3, 2022 and $ 1,667  as of November 27, 2021 .
+Added: We recognized impairment of $ 303 for the year ended December 3, 2022 and did not have any impairment of our equity investments for the years ended 
+Added: December 2, 2023  and November 27, 2021. 
+Added: The book value of the equity investments was $ 1,362  as of both 
+Added: December 2, 2023  and 
+Added: December 3, 2022 .
Property, Plant and Equipment
35 unchanged sentences
Our subsidiaries in certain European countries have a functional currency different than their local currency.
−Removed: All other foreign subsidiaries, which are located in North America, Latin America, Europe and the Asia Pacific region, have the same local and functional currency.
+Added: All other foreign subsidiaries, which are located in North America, Latin America, Europe, India, the Middle East and Africa ("EIMEA") and Asia Pacific, have the same local and functional currency.
Pension and Other Postretirement Benefits
21 unchanged sentences
The recorded liability is required to be adjusted for changes resulting from the passage of time and/or revisions to the timing or the amount of the original estimate.
−Removed: The asset retirement obligation liability was $ 2,888  and $ 2,917  at December 3, 2022 and November 27, 2021 , respectively.
+Added: The asset retirement obligation liability was $ 3,147  and $ 2,888  at December 2, 2023 and December 3, 2022 , respectively.
Environmental Costs
67 unchanged sentences
When additional paid-in capital is exhausted, the excess reduces retained earnings.
−Removed: We repurchased 49,869 , 47,481  and 72,000  shares of common stock in 2022, 2021 and 2020 , respectively, in connection with the statutory minimum tax withholding related to vesting of restricted stock.
−Removed: Change in Accounting Principle - Credit Losses
−Removed: In June 2016, the FASB issued ASU 
−Removed: 2016 - 13, Financial Instruments - Credit Losses (Topic 326 ), Measurement of Credit Losses on Financial Statements.
−Removed: This ASU requires a financial asset (or a group of financial assets) measured at amortized cost basis to be presented at the net amount expected to be collected.
−Removed: The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial asset(s) to present the net carrying value at the amount expected to be collected on the financial asset.
−Removed: The FASB also issued ASU No.
−Removed: 2018 - 19, Codification Improvements to Topic 326, Financial Instruments - Credit Losses, in November 2018, ASU No.
−Removed: 2019 - 04, Codification Improvements to Topic 326, Financial Instruments, in April 2019 
−Removed: 2019 - 11, Codification Improvements to Topic 326, Financial Instruments, in November 2019.
−Removed: 2018 - 19 clarifies that receivables arising from operating leases are within the scope of Topic 842, Leases.
−Removed: 2019 - 04 and ASU No.
−Removed: 2019 - 11 clarify various scoping and other issues arising from ASU No.
−Removed: The amendments in these ASUs affect the guidance in ASU No.
−Removed: 2016 - 13 and are effective in the same timeframe as ASU No.
−Removed: We adopted these ASUs and related standards during the first quarter ended February 27, 2021.
−Removed: Based on the conducted analyses on the change in accounting principle, the ASUs did not have a material impact on the Consolidated Statements of Income or the Consolidated Balance Sheets.
−Removed: Therefore, a modified retrospective adjustment was not required.
−Removed: The trade receivables and allowances significant accounting policy has been changed in accordance with these ASUs.
+Added: We indirectly repurchased 113,868 , 49,869  and 47,481  shares of common stock in 2023, 2022 and 2021 , respectively, through a net-settlement feature in connection with the statutory minimum tax withholding related to vesting of restricted stock.
New Accounting Pronouncements
+Added: In December 2023, the FASB issued ASU No.
+Added: 2023 - 09, Income Taxes (Topic 740 ):
+Added: Improvements to Income Tax Disclosures .
+Added: This ASU requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid.
+Added: This guidance requires public entities to disclose in their rate reconciliation table additional categories of information about federal, state, and foreign income taxes and to provide more details about the reconciling items in some categories if the items meet a quantitative threshold.
+Added: Our effective date of this ASU is our fiscal year ending November 28, 2026.
+Added: We are evaluating the effect that this guidance will have on our Consolidated Financial Statements. 
+Added: In November 2023, the FASB issued ASU 
+Added: 2023 - 07, Segment Reporting (Topic 280 ):
+Added: Improvements to Reportable Segment Disclosures.
+Added: This ASU requires enhanced disclosures regarding significant segment expenses and other segment items.
+Added: The guidance requires public entities to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually.
+Added: Our effective date of this ASU is our fiscal year ending November 29, 2025.
+Added: We are evaluating the effect that this guidance will have on our Consolidated Financial Statements. 
In September 2022, the FASB issued ASU 
6 unchanged sentences
Recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the company.
−Removed: On October 24, 2022, we acquired GSSI Sealants, Inc. ("GSSI") for a total purchase price of $ 7,483 , which was funded through existing cash.
−Removed: This includes a holdback amount of $ 1,050 that will be paid on the 12 month anniversary of the closing date.
−Removed: GSSI, headquartered in Houston, Texas, is a manufacturer of premier elastomeric butyl rubber sealant tapes.
−Removed: The acquisition of GSSI is expected to expand our Construction Adhesives global footprint and product range and enable our growth in the metal building, wastewater, and building envelope applications and will also expand our reach in Central America and the U.S. The acquisition fair value measurement was preliminary as of December 3, 2022 and includes intangible assets of $ 4,305 and other net assets of $ 3,178 .
−Removed: GSSI is included in our Construction Adhesives operating segment. 
+Added: Sanglier Ltd.
+Added: On September 8, 2023, we acquired the assets of Sanglier Ltd.
+Added: (“Sanglier”) for a base purchase price of 13,339 British pound sterling, or approximately $ 16,632 which was funded through existing cash.
+Added: This includes a holdback amount of 2,100  British pound sterling that will be paid on the 18 -month anniversary of the closing date.
+Added: Sanglier, headquartered in Mansfield, United Kingdom, is a manufacturer and filler of sprayable (aerosol and cannister) industrial adhesives.
+Added: The acquisition of Sanglier expands our innovation capabilities and product portfolio across the United Kingdom and Europe transforming adhesives applications to enable sprayable delivery providing end users with an opportunity to greatly improve labor efficiency.
+Added: The acquisition fair value measurement was preliminary as of December 2, 2023 and includes intangible assets of $ 10,695 and other net assets of $ 5,937 .
+Added: Sanglier is included in our Construction Adhesives operating segment.
+Added: Adhezion Biomedical LLC
+Added: On June 23, 2023, we acquired Adhezion Biomedical LLC (“Adhezion”) for a base purchase price of $ 80,802 which was funded through borrowings on our credit facility.
+Added: This includes a holdback amount of $ 780 that will be paid on the 12 -month anniversary of the closing date.
+Added: The agreement includes a payment of contingent consideration up to $ 15,000 following the completion of certain performance goals and conditions.
+Added: Adhezion, headquartered in Wyomissing, Pennsylvania, is a manufacturer of cyanoacrylate-based healthcare adhesives and infection prevention products.
+Added: The acquisition of Adhezion positions us for expansion in the healthcare adhesives industry and creates a solid, unique platform from which to scale and innovate in the healthcare adhesives industry.
+Added: The acquisition fair value measurement was preliminary as of December 2, 2023 and includes intangible assets of $ 38,500 , goodwill of $ 38,389 and other net assets of $ 3,913 .
+Added: Goodwill represents expected synergies from combining Adhezion with our existing business.
+Added: As of December 2, 2023, the amount of goodwill that is deductible for tax purposes i s $ 25,702 .
+Added: Adhezion is included in our Hygiene, Health and Consumable Adhesives operating segment.
+Added: XChem International LLC
+Added: On June 12, 2023, we acquired XChem International LLC ("XChem") for a base purchase price of approximately $ 14,591 which was funded through borrowings on our credit facility.
+Added: This includes a holdback amount of $ 1,650 that will be paid on the 18 -month anniversary of the closing date.
+Added: XChem, headquartered in Ras Al-Khaimah, United Arab Emirates, is a manufacturer of adhesives and sealants for construction-related applications.
+Added: The acquisition of XChem provides our construction adhesives global business with additional manufacturing presence for certain brands outside the U.S.
+Added: and broadens our construction adhesives portfolio of highly specified applications and diversifies it toward both non-U.S.
+Added: and infrastructure-oriented markets.
+Added: The acquisition fair value measurement was preliminary as of December 2, 2023 and includes intangible assets of $ 4,400 , goodwill of $ 4,783 and other net assets of $ 5,408 .
+Added: Goodwill represents expected synergies from combining XChem with our existing business.
+Added: Goodwill is not deductible for tax purposes.
+Added: XChem is included in our Construction Adhesives operating segment.
+Added: Beardow Adams Holdings Ltd.
+Added: On May 1, 2023, we acquired Beardow Adams Holdings Ltd.
+Added: (“Beardow Adams”) for a total purchase price of 80,738 British pound sterling, or approximately $ 100,885 , which was funded through borrowings on our credit facility.
+Added: This includes a holdback amount of 8,000 British pound sterling that will be paid on the 18 -month anniversary of the closing date.
+Added: Beardow Adams, based in the United Kingdom, develops and manufactures adhesives, sealants and coatings, principally in the fields of packaging and related applications.
+Added: The acquisition of Beardow Adams is expected to accelerate profitable growth in many of our core end markets and generate business synergies through better raw material pricing, production optimization and an expanded distribution platform.
+Added: The acquisition fair value measurement was preliminary as of December 2, 2023 and includes intangible assets of $ 37,611 , goodwill of $ 25,674 and other net assets of $ 37,600 .
+Added: Goodwill represents expected synergies from combining Beardow Adams with our existing business.
+Added: As of December 2, 2023, the amount of goodwill that is deductible for tax purposes is $ 2,998 .
+Added: The remaining goodwill is not deductible for tax purposes. Beardow Adams is included in our Hygiene, Health and Consumable Adhesives operating segment.
+Added: Aspen Research Corporation
+Added: On January 31, 2023, we acquired the assets of Aspen Research Corporation (“Aspen”) for a total purchase price of $ 9,761 , which was funded through existing cash.
+Added: This includes a holdback amount of $ 500 that will be paid on the 18 -month anniversary of the closing date.
+Added: Aspen, located in Maple Grove, Minnesota, is a contract research organization that develops and manufactures innovative solutions for some of the adhesives used in our insulating glass market.
+Added: Aspen is known for their superior understanding of materials science, engineering and analytical testing and specializes in custom materials manufacturing for chemicals and adhesives products.
+Added: The acquisition of Aspen is expected to expand our Engineering Adhesives footprint in North America and strengthen our capabilities in the insulating glass market, in addition to bringing additive continuous flow, process manufacturing capabilities that we plan to leverage.
+Added: The acquisition fair value measurement was final as of December 2, 2023 and includes intangible assets of $ 4,900 , goodwill of $ 3,832 and other net assets of $ 1,029 .
+Added: Goodwill represents expected synergies from combining Aspen with our existing business.
+Added: Goodwill is deductible for tax purposes.
+Added: Aspen is included in our Engineering Adhesives operating segment.
+Added: On December 15, 2022, we acquired Lemtapes Oy (“Lemtapes”) for a total purchase price of $ 8,922 Euro, or approximately $ 9,482 which was funded through existing cash.
+Added: This includes a holdback amount of 850 Euro that will be paid on the 18 -month anniversary of the closing date.
+Added: Lemtapes, located in Valkeakoski, Finland, is a solutions provider of ecological, innovative tapes and adhesives for the packaging and plywood industries.
+Added: The acquisition of Lemtapes is expected to reinforce our strategic position in Europe, especially for our adhesives coated solutions products.
+Added: This acquisition will also accelerate our growth strategy of fast-growing, high margin businesses while adding technology capabilities and strong customer relationships.
+Added: The acquisition fair value measurement was final as of December 2, 2023 and includes intangible assets of $ 5,526 , goodwill of $ 3,028 and other net assets of $ 928 .
+Added: Goodwill represents expected synergies from combining Lemtapes with our existing business.
+Added: Goodwill is not deductible for tax purposes.
+Added: Lemtapes is included in our Hygiene, Health and Consumable Adhesives operating segment.
+Added: GSSI Sealants
+Added: On October 24, 2022, we acquired GSSI Sealants, Inc.
+Added: ("GSSI") for a total purchase price of $ 7,701 , which was funded through existing cash.
+Added: This includes a holdback amount of $ 1,050 that was paid on the 12 -month anniversary of the closing date.
+Added: In addition, we recorded a liability for contingent consideration of $ 870 , to be paid following the completion of certain performance goals and conditions.
+Added:  GSSI, headquartered in Houston, Texas, is a manufacturer of premier elastomeric butyl rubber sealant tapes.
+Added: The acquisition of GSSI is expected to support our strategy to expand our Construction Adhesives business selectively via high margin applications.
+Added: The acquisition fair value measurement was final as of September 2, 2023 and includes intangible assets of $ 3,400 , goodwill of $ 1,123 and other net assets of $ 3,178 .
+Added: Goodwill represents expected synergies from combining GSSI with our existing business.
+Added: Goodwill is not deductible for tax purposes.
+Added: See Note 13 for further discussion of the fair value of the contingent consideration.
+Added: GSSI is included in our Construction Adhesives operating segment.
+Added: ZKLT Polymer Co.
On August 16, 2022, we acquired ZKLT Polymer Co., Ltd.
−Removed: ("ZKLT") for a base purchase price of 102,812 Chinese renminbi, or approximately $ 15,183 , which was funded through existing cash.
−Removed: We are also required to pay 
−Removed: 27,000 Chinese renminbi, or approximately $ 3,987 , with half to be paid on each of the 12 month and 18 month anniversaries of the closing date, as well as contingent consideration up to 30,000 Chinese renminbi, or approximately $ 4,430 , following the completion of certain performance goals and conditions. ZKLT, headquartered in Chongquin City, China, is a manufacturer of liquid adhesives primarily for the automotive market.
−Removed: The acquisition of ZKLT is expected to add market knowledge, strong customer relationships and a strategic manufacturing location to further strengthen our presence in Southwest China.
−Removed: The acquisition fair value measurement was preliminary as of December 
−Removed: 3, 2022 and includes intangible assets of $ 5,316 , goodwill of $ 3,720 and other net assets of $ 10,134 .
−Removed: Goodwill is not deductible for tax purposes.
−Removed: See Note 13  for further discussion of the fair value of the contingent consideration.
−Removed: ZKLT is included in our Engineering Adhesives operating segment. 
−Removed: On January 26, 2022, we acquired Apollo Chemicals Limited, Apollo Roofing Solutions Limited and Apollo Construction Solutions Limited (collectively, "Apollo") for a base purchase price of 151,214 British pound sterling, or approximately $ 203,573 , which was funded through borrowings on our credit facility.
−Removed: The agreement requires us to pay an additional 1,500 British pound sterling, or approximately $ 2,019 , following the completion of certain environmental studies.
−Removed: As of December 3, 2022, the environmental studies were complete and the $ 2,019 was paid. Apollo, headquartered in Tamworth, UK, is a manufacturer of liquid adhesives, coatings and primers for the roofing, industrial and construction markets.
+Added: ("ZKLT") for a base purchase price of 143,965 Chinese renminbi, or approximately $ 21,260 , which was funded through existing cash.
+Added: This includes a holdback of 27,000 Chinese renminbi, or approximately $ 3,987 , half of which was paid on the 12 -month anniversary of the closing date and half to be paid on the 18 -month anniversary of the closing date.
+Added: In addition, we recorded a liability for contingent consideration of 30,000 Chinese renminbi, or approximately $ 4,132 , which was paid in the fourth quarter of 2023 following the completion of certain performance goals and conditions.
+Added: ZKLT, headquartered in Chongquin City, China, is a manufacturer of liquid adhesives primarily for the automotive market.
+Added: The acquisition of ZKLT is expected to add unique technology, strong customer relationships and a strategic manufacturing location to further strengthen our presence in central China.
+Added: The acquisition fair value measurement was final as of September 2, 2023 and includes intangible assets of $ 5,183 , goodwill of $ 5,992 and other net assets of $ 10,085 .
+Added: Goodwill represents expected synergies from combining ZKLT with our existing business.
+Added: Goodwill is not deductible for tax purposes.
+Added: See Note 13 for further discussion of the fair value of the contingent consideration.
+Added: ZKLT is included in our Engineering Adhesives operating segment.
+Added: On January 26, 2022, we acquired Apollo Chemicals Limited, Apollo Roofing Solutions Limited and Apollo Construction Solutions Limited (collectively, "Apollo") for a total purchase price of 152,714 British pound sterling, or approximately
+Added: $ 205,592 , which was funded through borrowings on our credit facility.
+Added: Apollo, headquartered in Tamworth, UK, is a manufacturer of liquid adhesives, coatings and primers for the roofing, industrial and construction markets.
Apollo is expected to enhance our position in key high-value, high-margin markets in the UK and throughout Europe.
−Removed: The acquisition fair value measurement was final as of December 3, 2022.
−Removed: The acquisition is included in our Construction Adhesives operating segment. 
−Removed: The following table summarizes the fair value measurement of the assets acquired and liabilities assumed as of December 3, 2022:
−Removed: December 3, 2022
−Removed: $ 12,165  
−Removed: Current assets
−Removed: 19,074  
−Removed: Property, plant and equipment
−Removed: 119,358  
−Removed: Other intangibles
−Removed: Customer relationships
−Removed: 67,447  
−Removed: Trademarks/trade names
−Removed: Current liabilities
−Removed: Other liabilities
−Removed: $ 205,592  
−Removed: The expected useful lives of the acquired intangible assets are 15 years for technology, 10  years for customer relationships and five  years for trademarks/trade names.
−Removed: Based on the fair value measurement of the assets acquired and liabilities assumed, we allocated $ 119,358 to goodwill for the expected synergies from combining Apollo with our existing business.
−Removed: Such goodwill is not deductible for tax purposes.
−Removed: The goodwill was assigned to our Construction Adhesives operating segment. 
−Removed: On January 11, 2022, we acquired Fourny NV ("Fourny") for a base purchase price of 12,867 Euro, or approximately $ 14,627 , which was funded through existing cash. The agreement requires us to pay an additional 3,100 Euro, or approximately $ 3,524 , 18 months following the date of acquisition. Fourny, headquartered in Willebroek, Belgium, is a manufacturer of construction and automotive adhesives.
−Removed: Fourny is expected to enhance our position in key high-value, high-margin markets in Europe.
−Removed: The acquisition fair value measurement was final as of December 3, 2022 and includes intangible assets of $ 10,117 , goodwill of $ 6,455 and other net assets of $ 1,391 .
−Removed: Goodwill is not deductible for tax purposes.
−Removed: Fourny is included in our Construction Adhesives operating segment. 
−Removed: TissueSeal, LLC
−Removed: November 30, 2021, we acquired certain assets of Tissue Seal, LLC ("TissueSeal") for a base purchase price of $ 22,167 , which was funded through existing cash.
−Removed: The agreement requires us to pay an additional $ 2,475  on the first anniversary of the acquisition and contingent consideration of up to $ 500 on November 30, 2024 based on certain agreement provisions. TissueSeal, headquartered in Ann Arbor, Michigan, is a distributor of topical tissue adhesives and sutures.
−Removed: With this acquisition, we add TissueSeal's regulatory clearances, customer and distribution relationships, regulatory approvals and trademarks into our portfolio of products. The acquisition fair value measurement was final as of December 3, 2022 and includes intangible assets of $ 11,160 , goodwill of $ 13,765  and other net assets of $ 217 .
−Removed: Goodwill is deductible for tax purposes.
−Removed: See Note 13 for further discussion of the fair value of the contingent consideration liability.
−Removed: TissueSeal is recorded in our Hygiene, Health and Consumable Adhesives operating segment. 
−Removed: STR Holdings, Inc.
−Removed: On January 13, 2021, we acquired certain assets of STR Holdings, Inc.
−Removed: ("STR") for a base purchase price of $ 5,445  which was funded through existing cash.
−Removed: The agreement requires us to pay an additional $ 800 on the first anniversary of the acquisition and contingent consideration of up to $ 1,700 based on certain agreement provisions.
−Removed: STR, headquartered in Enfield, Connecticut, is a manufacturer of encapsulant products used in the solar industry.
−Removed: The acquisition fair value measurement, which includes intangible assets of $ 6,700  and other net assets of $ 1,245 , was final as of November 27, 2021.
−Removed: As of November 27, 2021, the agreement provisions for the contingent consideration were met, and as a result, the $ 1,700 was paid.
−Removed: STR is reported in our Engineering Adhesives operating segment. 
+Added: The acquisition fair value measurement was final as of
+Added: December 3, 2022 and includes intangible assets of
+Added: $ 76,198 , goodwill of
+Added: $ 119,358 and other net assets of
+Added: Goodwill represents expected synergies from combining Apollo with our existing business.
+Added: not deductible for tax purposes.
+Added: The acquisition is included in our Construction Adhesives operating segment.
+Added: On January 11, 2022, we acquired Fourny NV ("Fourny") for a base purchase price of 12,867 Euro, or approximately $ 14,627 , which was funded through existing cash. The agreement required us to pay an additional holdback amount 18 months following the date of acquisition and during the three months ended September 2, 2023 we paid $ 3,060 .
+Added: Fourny, headquartered in Willebroek, Belgium, is a manufacturer of construction adhesives.
+Added: Fourny is expected to enhance our position in key high-value, high-margin markets in Europe.
+Added: The acquisition fair value measurement was final as of December 3, 2022 and includes intangible assets of $ 10,117 , goodwill of $ 6,455 and other net assets of $ 1,391 .
+Added: Goodwill represents expected synergies from combining Fourny with our existing business.
+Added: Goodwill is not deductible for tax purposes.
+Added: Fourny is included in our Construction Adhesives operating segment.
All acquisitions, individually and in the aggregate, are not material and therefore pro forma financial information is not provided.
Restructuring Actions
−Removed: The company has approved restructuring plans consisting of consolidation plans, organizational changes and other actions related to the reorganization of our business into three segments, the integration of the operations of Royal Adhesives with the operations of the company and other actions to optimize operations.
+Added: During fiscal year 
+Added: 2023 ,  the Company approved restructuring plans (the "Plans") related to organizational changes and other actions to optimize operations and integrate acquired businesses.
+Added: The Plans began to be implemented in the 
+Added: second  quarter of fiscal year 
+Added: 2023  and are currently expected to be completed during fiscal year 
+Added: 2026 ,  with the majority of the charges recognized and cash payments occurring in fiscal 
+Added: 2023  and 
+Added:  In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $ 39,100  to $ 44,100  for severance and related employee costs globally, other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans. 
The following table summarizes the pre-tax distribution of charges under these restructuring plans by income statement classification:
December 2, 2023
−Removed: November 27, 2021
+Added: December 3, 2022
November 27, 2021
2 unchanged sentences
$ ( 152 )  
−Removed: $ 1,013  
Selling, general and administrative
4 unchanged sentences
A summary of the restructuring liability is presented below:
−Removed: Balance at end November 28, 2020
+Added: Asset-Related
+Added: Balance at November 27, 2021
$ 1,095  
2 unchanged sentences
( 449 )  
−Removed:  Non-cash charges
−Removed: ( 135 )  
+Added: Non-cash charges
Cash payments
( 529 )  
−Removed: ( 1,707 )  
Foreign currency translation
( 60 )  
−Removed: Balance at end November 27, 2021
−Removed: $ 1,095  
−Removed: $ 1,095  
+Added: Balance at December 3, 2022
Expense incurred
22,731  
+Added: 24,587  
Non-cash charges
+Added: ( 1,369 )  
+Added: ( 453 )  
Cash payments
( 9,802 )  
+Added: ( 34 )  
Foreign currency translation
( 1,263 )  
−Removed: Balance at end December 3, 2022
−Removed: Non-cash charges include accelerated depreciation resulting from the cessation of use of certain long-lived assets.
+Added: Balance at December 2, 2023
+Added: $ 11,723  
+Added: $ 11,723  
+Added: Non-cash charges include accelerated depreciation resulting from the cessation of use of certain long-lived assets, the recording of a provision related to the discontinuance of certain products and lease termination payments.
Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets.
23 unchanged sentences
Additional details of balance sheet amounts as of 
−Removed: December 3, 2022 and November 27, 2021 are as follows:
+Added: December 2, 2023 and December 3, 2022 are as follows:
Raw materials
20 unchanged sentences
27,490  
−Removed: Assets held for sale
Total other current assets
59 unchanged sentences
Current operating lease liabilities
+Added: 11,277  
+Added: Current obligations of finance leases
+Added: 16,184  
Accrued expenses
22 unchanged sentences
72,589  
+Added: 54,046  
Other long-term liabilities
13 unchanged sentences
( 851 )  
−Removed: ( 2,278 )  
Foreign currency translation effect
−Removed: ( 146 )  
Balance at end of year
16 unchanged sentences
( 762 )  
−Removed: ( 15,063 )  
Interest rate swap 3
( 1,460 )  
−Removed: ( 3,224 )  
−Removed: Other cash flow hedges 3
−Removed: ( 3,536 )  
−Removed: ( 3,483 )  
Net investment hedges 3
1 unchanged sentence
( 14,107 )  
−Removed: ( 40,743 )  
Other comprehensive income (loss)
4 unchanged sentences
$ 153,383  
−Removed: November 27, 2021
+Added: December 3, 2022
Non-controlling
10 unchanged sentences
( 15,063 )  
−Removed: 48,181  
Interest rate swap 3
1 unchanged sentence
( 3,224 )  
−Removed: 15,179  
Other cash flow hedges 3
1 unchanged sentence
( 3,483 )  
+Added: Net investment hedges 3
+Added: ( 54,040 )  
+Added: 13,297  
+Added: ( 40,743 )  
Other comprehensive income
16 unchanged sentences
64,912  
+Added: ( 16,731 )  
+Added: 48,181  
Interest rate swap 3
1 unchanged sentence
( 4,930 )  
+Added: 15,179  
Other cash flow hedges 3
( 4,554 )  
+Added: ( 4,486 )  
Other comprehensive (loss) income
13 unchanged sentences
$ ( 246,692 )  
−Removed: Net investment hedges, net of taxes of $ 13,297
+Added: Defined benefit pension plans adjustment, net of taxes of $ 66,982
( 127,469 )  
( 127,469 )  
−Removed: Defined benefit pension plans adjustment, net of taxes of $ 67,744
+Added: Interest rate swap, net of taxes of ($ 1,460 )
+Added: Net investment hedges, net of taxes of $ 17,744
( 54,850 )  
6 unchanged sentences
$ ( 442,880 )  
−Removed: November 27, 2021
+Added: December 3, 2022
Foreign currency translation adjustment
1 unchanged sentence
$ ( 264,012 )  
−Removed: Interest rate swap, net of taxes of $ 3,224
+Added: Defined benefit pension plans adjustment, net of taxes of $ 67,744
( 128,261 )  
( 128,261 )  
−Removed: Cash flow hedges, net of taxes of ($53)
−Removed: Defined benefit pension plans adjustment, net of taxes of $ 63,925
+Added: Net investment hedges, net of taxes of $ 13,297
( 40,743 )  
10 unchanged sentences
$ ( 132,267 )  
−Removed: Interest rate swap, net of taxes of ($8,153)
+Added: Defined benefit pension plans adjustment, net of taxes of $ 63,925
( 113,198 )  
( 113,198 )  
−Removed: Cash flow hedges, net of taxes of ($121)
−Removed: Defined benefit pension plans adjustment, net of taxes of $ 80,656
+Added: Interest rate swap, net of taxes of $ 3,224
( 9,924 )  
( 9,924 )  
+Added: Cash flow hedges, net of taxes of ($ 53 )
Reclassification of AOCI tax effects
8 unchanged sentences
and Consumable
−Removed: As of November 27, 2021
−Removed: $ 325,470  
−Removed: $ 662,021  
+Added: As of December 3, 2022
$ 328,962  
$ 637,910  
−Removed: TissueSeal acquisition
$ 425,755  
$ 1,392,627  
−Removed: Fourny acquisition
−Removed: Apollo acquisition
67,523  
79,685  
−Removed: ZKLT acquisition
Foreign currency translation effect
14,200  
−Removed: ( 27,831 )  
−Removed: ( 11,412 )  
As of December 2, 2023
33 unchanged sentences
Weighted-average useful lives (in years)
−Removed: As of November 27, 2021
+Added: As of December 3, 2022
Original cost
28 unchanged sentences
Non-amortizable intangible assets as of 
−Removed: December 3, 2022 and November 27, 2021 were $ 459  and $ 493 , respectively, and relate to trademarks and trade names.
+Added: December 2, 2023 and December 3, 2022 were $ 474  and $ 459 , respectively, and relate to trademarks and trade names.
The change in non-amortizable assets in 
20 unchanged sentences
December 2, 2023
−Removed: November 27, 2021
+Added: December 3, 2022
Operating lease cost
11 unchanged sentences
December 2, 2023
−Removed: November 27, 2021
+Added: December 3, 2022
Operating leases:
4 unchanged sentences
Other accrued expenses
+Added: 11,277  
Noncurrent operating lease liabilities
10 unchanged sentences
$ 11,150  
+Added: Building right-of-use asset
+Added: Property, plant and equipment
+Added: $ 14,230  
Current obligations of finance leases
13 unchanged sentences
December 2, 2023
−Removed: November 27, 2021
+Added: December 3, 2022
Cash paid amounts included in the measurement of lease liabilities:
4 unchanged sentences
Financing cash flows from finance leases
−Removed: Right-of-use assets obtained in exchange for lease liabilities:
−Removed: Operating leases
+Added: Non-cash investing and financing activities - 
+Added: additions to right-of-use assets obtained from:
+Added: New operating lease liabilities
$ 26,687  
$ 15,442  
−Removed: Finance leases
+Added: New finance lease liabilities
+Added: 15,015  
Maturities of lease liabilities are as follows:
7 unchanged sentences
23,805  
+Added: 57,031  
amounts representing interest
2 unchanged sentences
22,718  
+Added: 48,156  
current obligations
5 unchanged sentences
Notes Payable
−Removed: Notes payable were $ 28,860  and $ 24,983  at December 3, 2022 and November 27, 2021 , respectively.
+Added: Notes payable were $ 1,841  and $ 28,860  at December 2, 2023 and December 3, 2022 , respectively.
This amount primarily represents various foreign subsidiaries’
other short-term borrowings that were not part of committed lines.
−Removed: The weighted-average interest rates on short-term borrowings were 16.2  percent in 2022 and 
−Removed: 8.1  percent in 2021 and 2020.
+Added: The weighted-average interest rates on short-term borrowings outstanding at December 2, 2023  were approximately 10.75  percent, 16.2  percent in 2022 and 
+Added: 8.1  percent in 2021.
Fair values of these short-term obligations approximate their carrying values due to their short maturity.
8 unchanged sentences
$ 175,500  
+Added: Term Loan A 1
6.95 %  
487,500  
+Added: Term Loan B 2
7.60 %  
+Added: 796,000  
+Added: 1,001,150  
Public Notes 3
14 unchanged sentences
$ 1,736,256  
−Removed: 1 Term Loan B, due on October 20, 2024, $ 2,150,000 variable rate at the London Interbank Offered Rate (LIBOR) plu s 2.00  percent ( 6.19  percent at December 3, 2022 ).
+Added: 1 Term Loan A, due on February 15, 2028, $ 500,000 variable rate at the Secured Overnight Financing Rate ("SOFR") plu s an adjustment of 0.10 percent and an interest rate spread of 1.50 percent based on a leverage grid 
+Added: ( 6.95 percent at December 2, 2023 ).
+Added: 2 Term Loan B, due on February 15, 2030, $ 800,000 variable rate at the SOFR plu s 2.25 percent with a SOFR floor of 0.50 percent  ( 7.60 percent at December 2, 2023 ).
3 Public Notes, due February 15, 2027, $ 300,000 4.00 percent fixed.
1 unchanged sentence
swapped to a floating rate as detailed below.
−Removed: On October 20, 2017, we entered into a secured term loan credit agreement (“Term Loan B Credit Agreement”) with a consortium of financial institutions under which we established a $ 2,150,000 term loan (“Term Loan B”) that we used to repay existing indebtedness, finance working capital needs, finance acquisitions and for general corporate purposes.
−Removed: The Term Loan B Credit Agreement is secured by a security interest in substantially all of the personal property assets of the company and each Guarantor, including 100 % of the equity interests in certain domestic subsidiaries and 65 % of the equity interests of first -tier foreign subsidiaries together with certain domestic material real property.
+Added: On February 15, 2023, we entered into a credit agreement with a consortium of financial institutions (“Second Amended and Restated Credit Agreement”) which replaces our existing revolving credit agreement under the amended and restated revolving credit agreement dated October 20, 2020 and also replaces our secured term loan credit agreement dated October 20, 2017.
+Added: The Second Amended and Restated Credit Agreement provides for a new senior secured term loan A facility in an aggregate principal amount of $ 500,000 (“Term Loan A”), a new senior secured term loan B facility in an aggregate principal amount of $ 800,000 (“Term Loan B”) and amendments to and extension of our existing senior secured revolving credit facility with an aggregate commitment in the amount of $ 700,000 (“Revolving Credit Facility”).
+Added: A portion of the proceeds of the combined facilities, (the “Credit Facilities”) was used to pay off the existing term loan and revolver.
+Added: Additionally, we wrote off $ 2,689 of debt issuance costs related to this payoff which was recorded in interest expense for the year ended December 2, 2023 .
+Added: The Credit Facilities will generally be used to finance working capital needs and acquisitions, and for general corporate purposes.
+Added: All of our obligations under the Credit Facilities are secured by a first -lien security interest in substantially all personal property and material real property of the Company and its material U.S.
+Added: subsidiaries, and are guaranteed by all of the Company’s material U.S.
+Added: subsidiaries.
+Added: Interest on Term Loan A is payable at a rate of SOFR plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent ( 6.95  percent at December 2, 2023 ).
+Added: The interest rate spread is based on a secured leverage grid.
+Added: Term Loan A matures on February 15, 2028.
+Added: At December 2, 2023 , a balance of $ 487,500  was outstanding on the Term Loan A.
+Added: August 16, 2023, we amended the Term Loan B agreement to an interest rate of SOFR plus an interest rate spread of 2.25 percent with a SOFR floor of 0.50  percent ( 7.60  percent at December 2, 2023 ).
+Added: Term Loan B matures on February 15, 2030. 
At December 2, 2023 , a balance of $ 796,000  was outstanding on the Term Loan B.
−Removed: The interest rate on the Term Loan B is payable at the LIBOR rate plu s 2.00  percent ( 6.19 percent at December 3, 2022 ). The interest rate is based on a leverage grid.
−Removed: The Term Loan B Credit Agreement matures on October 20, 2024. 
−Removed: On February 27, 2018, we entered into an interest rate swap agreement to convert $ 200,000 of our Term Loan B to a fixed rate of 4.589 percent. During the second  quarter of 2021, we settled a portion of this interest rate swap as the debt underlying this swap was less than the swap value due to debt paydown.
−Removed: We settled the ineffective portion of the interest rate swap by making a cash payment of $ 378 and recorded that payment to interest expense in our Consolidated Statements of Income during the second quarter of 2021.
−Removed:  On October 20, 2017, we entered into interest rate swap agreements to convert $ 1,050,000 , which was amortized down to $ 800,000 on October 20, 2021, 
−Removed: of our Term Loan B to a fixed interest rate of 4.0275 %.
−Removed: These interest rate swap agreements matured on October 20, 2022 and we have no interest rate swap agreements on our Term Loan B as of December 3, 2022.
−Removed: See Note 12 for further discussion of these interest rate swaps.
−Removed: We are subject to mandatory prepayments in the first quarter of each fiscal year equal to 50 % of Excess Cash Flow, as defined in the Term Loan B Credit Agreement, of the prior fiscal year less any voluntary prepayments made during that fiscal year.
−Removed: The Excess Cash Flow Percentage shall be reduced to 25 % when our Secured Leverage Ratio is below 4.25:1.00 and to 0% when our Secured Leverage Ratio is below 3.75:1.00.
−Removed: The prepayment for the 
−Removed: 2022 measurement period was satisfied through amounts prepaid during 2022 .
−Removed: We have estimated the 2023  prepayment to be zero.
+Added: On January 12, 2023, we entered into an interest rate swap agreement to convert $ 400,000 of our variable rate 1 -month LIBOR rate debt to a fixed rate of 
+Added: 3.6895 percent.
+Added: On February 28, 2023, after entering into the Second Amended and Restated Credit Agreement, we amended the interest rate swap agreement to 1 -month SOFR and a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform .
+Added: See Note 12  for further discussion of this interest rate swap.
+Added: On March 16, 2023, we entered into an interest rate swap agreement to convert $ 300,000 of our 1 -month SOFR rate debt to a fixed rate of 3.7210 percent and to convert $ 100,000 of our 1 -month SOFR rate debt to a fixed rate of 3.8990 percent.
+Added: See Note 12 for further discussion of this interest rate swap.
On February 14, 2017, we issued $ 300,000 aggregate principal of 10 -year unsecured public notes ( “10 -year Public Notes”) due February 15, 2027 with a fixed coupon of 4.00 percent.
−Removed: Proceeds from this debt issuance were used to repay $ 138,000 outstanding under the revolving credit facility at that time and prepay $ 158,750 of our Term Loan A.
+Added: Proceeds from this debt issuance were used to repay $ 138,000 outstanding under the revolving credit facility at that time and prepay $ 158,750 of our Term Loan A under the credit agreement at that time.
On February 14, 2017, we entered into an interest rate swap agreement to convert $ 150,000 of the 10 -year Public Notes to a variable interest rate of 1 -month LIBOR plus 1.86 percent and on May 1, 2020, we terminated the swap.
1 unchanged sentence
On October 20, 2020, we issued $ 300,000 aggregate principal of 8 -year unsecured public notes ( “8 -year Public Notes”) due October 15, 2028 with a fixed coupon of 4.25 percent.
−Removed: Proceeds from this debt issuance were used to prepay $ 300,000 of our Term Loan B.
−Removed: On February 12, 2021, we entered into interest rate swap agreements to convert our 8 -year Public Notes to a variable interest rate of 1 -month LIBOR plus 3.28 percent.
+Added: Proceeds from this debt issuance were used to prepay $ 300,000 of our Term Loan B at that time.
+Added: On February 12, 2021, we entered into interest rate swap agreements to convert our 8 -year Public Notes to a variable interest rate of 1 -month LIBOR plus 3.28 percent. See Note 12 for further discussion of these interest rate swaps.
The Public Notes are senior unsecured obligations of the company and will rank equally with the company’s other unsecured and unsubordinated debt from time to time outstanding.
Fair Value of Long-Term Debt
−Removed: Long-term debt had an estimated fair value of $ 1,713,257  and $ 1,618,291  as of December 3, 2022 and November 27, 2021 , respectively.
+Added: Long-term debt had an estimated fair value of $ 1,785,199  and $ 1,713,257  as of December 2, 2023 and December 3, 2022 , respectively.
The fair value of long-term debt is based on quoted market prices for the same or similar issues or on the current rates offered for debt of similar maturities.
7 unchanged sentences
Revolving Credit Facility
−Removed: On October 20, 2020, we amended and restated our revolving credit facility. On January 
−Removed: 24, 2022, we relied on the accordion feature in our credit agreement to increase the commitment under the existing credit facility from $ 400,000  to $ 600,000 .
−Removed: On February 28, 2022, we executed an amendment to amend and restate the revolving credit agreement to move from borrowing under LIBOR to borrowing under SOFR along with further upsizing the revolving credit facility by $ 100,000  to $ 700,000  in total aggregate commitments.
−Removed: The revolving credit facility is secured along with the Term Loan B Credit Agreement, by a first -priority security interest in substantially all of the personal property assets of the company and each Guarantor, including 100 % of the equity interests in certain domestic subsidiaries and 65 % of the equity interests of first -tier foreign subsidiaries.
−Removed: Interest on the revolving credit facility is payable at the SOFR plus a credit spread adjustment ( 0.11448 percent) plus 1.75 percent ( 5.94  percent at December 3, 2022 ).
−Removed: A facility fee of 0.25 percent of the unused commitment under the revolving credit facility is payable quarterly.
−Removed: The interest rates and the facility fee are based on a leverage grid.
−Removed: The revolving credit facility matures on July 22, 2024.
+Added: Interest on the Revolving Credit Facility is payable at SOFR plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent ( 6.95  percent at 
+Added: December 2, 2023 ).
+Added: A facility fee of 20  basis points of the unused commitment under the Revolving Credit Facility is payable quarterly.
+Added: The interest rate spread and the facility fee are based on a secured leverage grid.
+Added: At December 2, 2023 , there was no balance outstanding on the Revolving Credit Facility.
+Added: The Revolving Credit Facility matures on February 15, 2028. 
As of December 2, 2023 , amounts related to our revolving credit facility was as follows:
2 unchanged sentences
$ 690,032  
−Removed: $ 515,186  
The secured, multi-currency revolving credit facility can be drawn upon for general corporate purposes up to a maximum of $ 700,000 , less issued letters of credit.
At December 2, 2023 , letters of credit reduced the available amount under the revolving credit facility by $ 9,968 .
−Removed: The secured Term Loan B Credit Agreement and secured revolving credit facility are subject to certain covenants and restrictions.
−Removed: Restrictive covenants include, but are not limited to, limitations on secured and unsecured borrowings, interest coverage, intercompany transfers and investments, third party investments, dispositions of assets, leases, liens, dividends and distributions, and contains a maximum secured debt to trailing twelve months EBITDA requirement. 
+Added: Covenants and Other
+Added: Under the Second Amended and Restated Credit Agreement, the Revolving Credit Facility and Term Loan A are subject to certain covenants and restrictions. For these facilities, we are required to maintain a secured leverage ratio, as defined in the agreement, no greater than 4.75 to 1.00 for our fiscal quarters ending on or prior to June 1, 2024 and then 4.50 to 1.00 thereafter.
+Added: We are also required to maintain an interest coverage ratio of not less than 2.00 to 1.00.
+Added: Restrictive covenants include, but are not limited to, limitations on secured and unsecured borrowings, interest coverage, intercompany transfers and investments, third party investments, dispositions of assets, leases, liens, dividends and distributions, and contains a maximum total debt to trailing twelve  months EBITDA requirement.
Certain covenants become less restrictive after meeting leverage or other financial ratios.
−Removed: In addition, we cannot be a member of any consolidated group as defined for income tax purposes other than with our subsidiaries. At December 3, 2022 and November 27, 2021 , all financial covenants were met.
+Added: In addition, we cannot be a member of any consolidated group as defined for income tax purposes other than with our subsidiaries.
+Added: We are subject to mandatory prepayments in the first quarter of each fiscal year equal to 50 percent of Excess Cash Flow, as defined in the Second Amended and Restated Credit Agreement, of the prior fiscal year less any voluntary prepayments made during that fiscal year.
+Added: The Excess Cash Flow Percentage shall be reduced to 25 percent when our Secured Leverage Ratio is below 4.25:1.00 and to 0 percent when our Secured Leverage Ratio is below 3.75:1.00.
+Added: The principal balance of the Term Loan B loans will be repayable in equal quarterly installments in an aggregate annual amount equal to 1 percent of the original principal amount thereof, with the balance due at maturity on February 15, 2030.
+Added: The principal balance of the Term Loan A loans will be repayable in quarterly installments as follows:
+Added: (i) with respect to the first eight fiscal quarters ended after the effective date of the Second Amended and Restated Credit Agreement, 1.25 percent of the aggregate principal amount of the original principal of the Term Loan A loans, (ii) with respect to the eight fiscal quarters ended after the end of the period set forth in the preceding clause (i), 1.875 percent of the aggregate principal amount of the original principal amount of the Term Loan A loans, and (iii) thereafter, 2.5 percent of the original principal amount of the Term Loan A loans, with the balance due at maturity on February 15, 2028.
The Indenture under which the Public Notes have been issued contains covenants imposing certain limitations on the ability of the company to incur liens or enter into sales and leaseback transactions.
5 unchanged sentences
The Board of Directors is authorized to issue up to 10,045,900  shares of preferred stock that may be issued in one or more series and with such stated value and terms as the Board of Directors may determine.
−Removed: There were 160,000,000  shares of common stock with a par value of $ 1.00 authorized and 53,676,576  and 52,777,753  shares issued and outstanding at December 3, 2022 and November 27, 2021 , respectively.
+Added: There were 160,000,000  shares of common stock with a par value of $ 1.00 authorized and 54,092,987  and 53,676,576  shares issued and outstanding at December 2, 2023 and December 3, 2022 , respectively.
On April 7, 2022, the Board of Directors authorized a new share repurchase program of up to $ 300,000  of our outstanding common shares for a period of up to five years.
42 unchanged sentences
Restricted stock awards are independent of option grants and are subject to forfeiture if employment terminates prior to the release of the restrictions.
−Removed: Such awards generally vest beginning one year from the date of grant or 33.3 percent per year for three years, depending on the grant.
+Added: Time-based restricted stock awards generally vest beginning one year from the date of grant or 33.3 percent per year for three years, depending on the grant.
+Added: Performance-based restricted stock awards vest three years from the date of grant.
During the vesting period, ownership of the shares cannot be transferred.
10 unchanged sentences
2020 Master Incentive Plan
−Removed: This plan allows for granting of awards to to any employee, officer, non-employee director, consultant, independent contractor or advisor providing services to us or any of our affiliates, or any person to whom an offer of employment or engagement with us or any of our affiliates has been made.
+Added: This plan allows for granting of awards to any employee, officer, non-employee director, consultant, independent contractor or advisor providing services to us or any of our affiliates, or any person to whom an offer of employment or engagement with us or any of our affiliates has been made.
The plan permits granting of (a) stock options;
70 unchanged sentences
Expected dividend yield –
−Removed: The calculation is based on the total expected annual dividend payout divided by the average stock price.
+Added: The calculation is based on the total expected annual dividend payout divided by the closing stock price on the date of grant.
We use the straight-line attribution method to recognize share-based compensation expense for option awards and restricted stock units with graded and cliff vesting.
8 unchanged sentences
The stock option activity for the years ended 
−Removed: December 3, 2022, November 27, 2021, and November 28, 2020 is summarized below:
+Added: December 2, 2023, December 3, 2022, and November 27, 2021 is summarized below:
Exercise Price
13 unchanged sentences
( 40,991 )  
−Removed: Outstanding at November 27, 2021
+Added: Outstanding at December 3, 2022
4,823,070  
15 unchanged sentences
Proceeds received from option exercises during the year ended 
−Removed: December 3, 2022, November 27, 2021, and November 28, 2020 were $ 30,122 , $ 32,325 and $ 12,321 , respectively.
+Added: December 2, 2023, December 3, 2022, and November 27, 2021 were $ 14,619 , $ 30,122 and $ 32,325 , respectively.
The company’s actual tax benefits realized for the tax deductions related to the exercise of stock options for 
2 unchanged sentences
The nonvested restricted stock unit activity for the years ended 
−Removed: December 3, 2022, November 27, 2021, and November 28, 2020 is summarized below:
+Added: December 2, 2023, December 3, 2022, and November 27, 2021 is summarized below:
Nonvested at November 28, 2020
10 unchanged sentences
( 68,374 )  
−Removed: Nonvested at November 27, 2021
+Added: Nonvested at December 3, 2022
$ 491,120  
10 unchanged sentences
December 2, 2023 was $ 33,101 .
−Removed: We repurchased 55,081 , 50,799 and 70,380 shares during 2022, 2021 and 2020 , respectively, in connection with the statutory minimum tax withholding related to vesting of restricted stock.
+Added: We indirectly repurchased 37,715 , 55,081 and 50,799 shares during 2023, 2022 and 2021 , respectively, through a net-settlement feature in connection with the statutory minimum tax withholding related to vesting of restricted stock.
The company’s actual tax benefits realized for the tax deductions related to the restricted stock vested for 
3 unchanged sentences
The deferred compensation units outstanding for the years ended 
−Removed: December 3, 2022, November 27, 2021, and November 28, 2020 is summarized below:
+Added: December 2, 2023, December 3, 2022, and November 27, 2021 is summarized below:
Units outstanding November 28, 2020
24 unchanged sentences
( 6,073 )  
−Removed: Units outstanding November 27, 2021
+Added: Units outstanding December 3, 2022
465,992  
20 unchanged sentences
The fair value of the non-employee directors’
−Removed: discretionary award was $ 1,080 , $ 1,215 , $ 920 for 
+Added: discretionary award was $ 1,200 , $ 1,080  and $ 1,215 for 
2022 and 2021 , respectively.
12 unchanged sentences
This discretionary contribution is in addition to the contributions described above.
−Removed: A discretionary non-elective contribution of $ 950 and $ 5,205 was accrued for 2022 and 2021, respectively.
+Added: There was no discretionary non-elective contribution for 2023  and a discretionary non-elective contribution of $ 950 was accrued for 
The defined contribution plan liability recorded in the Consolidated Balance Sheets was $ 11,626  
−Removed: and $ 10,494 in 
+Added: and $ 12,263  in 
2023 and 2022 , respectively, for the U.S.
12 unchanged sentences
pension plan to add a program for eligible employees to take a lump sum distribution.
−Removed: No amounts were paid under this program in 2022 and a total of $ 6,673 was paid during 2021 as distributions under this program.
+Added: No amounts were paid under this program in 2023 or 2022.
postretirement benefits are funded through a Voluntary Employees' Beneficiaries Association Trust.
6 unchanged sentences
Benefits for these plans are generally based on years of service and annual compensation.
−Removed: Following is a reconciliation of the beginning and ending balances of the benefit obligation and fair value of plan assets as of December 3, 2022 and November 27, 2021 :
+Added: Following is a reconciliation of the beginning and ending balances of the benefit obligation and fair value of plan assets as of December 2, 2023 and December 3, 2022 :
Pension Benefits
9 unchanged sentences
Interest cost
+Added: 13,901  
Participant contributions
−Removed: Actuarial (gain)/loss1
+Added: Actuarial gain 1
( 7,298 )  
7 unchanged sentences
( 252 )  
+Added: ( 7,988 )  
Benefits paid
6 unchanged sentences
( 15,922 )  
−Removed: ( 7,170 )  
Benefit obligation at end of year
19 unchanged sentences
15,160  
−Removed: 28,716  
Employer contributions
11 unchanged sentences
( 22,658 )  
−Removed: ( 5,230 )  
Fair value of plan assets at end of year
22 unchanged sentences
Other Postretirement
−Removed: Unrecognized actuarial loss
+Added: Unrecognized actuarial loss (gain)
$ 143,522  
3 unchanged sentences
$ ( 14,442 )  
−Removed: Unrecognized prior service (benefit) cost
+Added: Unrecognized prior service cost
Ending balance
35 unchanged sentences
The accumulated benefit obligation of the U.S.
−Removed: pension and other postretirement plans was $ 289,049  at 
−Removed: December 3, 2022 and $ 384,124 at November 27, 2021 .
+Added: pension and other postretirement plans was $ 273,197 at 
+Added: December 2, 2023 and $ 289,049  at December 3, 2022 .
The accumulated benefit obligation of the non-U.S.
pension plans was $ 141,402 at 
−Removed: December 3, 2022 and $ 228,713 at November 27, 2021 .
−Removed: The following amounts relate to pension plans with accumulated benefit obligations in excess of plan assets as of December 3, 2022 and November 27, 2021 :
+Added: December 2, 2023 and $ 148,927  at December 3, 2022 .
+Added: The following amounts relate to pension plans with accumulated benefit obligations in excess of plan assets as of December 2, 2023 and December 3, 2022 :
Pension Benefits and Other Postretirement Benefits
5 unchanged sentences
Fair value of plan assets
−Removed: 11,350  
−Removed: The following amounts relate to pension plans with projected benefit obligations in excess of plan assets as of December 3, 2022 and November 27, 2021 :
+Added: The following amounts relate to pension plans with projected benefit obligations in excess of plan assets as of December 2, 2023 and December 3, 2022 :
Pension Benefits and Other Postretirement Benefits
6 unchanged sentences
$ 9,700  
−Removed: 84,626  
Information about the expected cash flows is as follows:
13 unchanged sentences
Components of net periodic benefit cost and other supplemental information for the years ended 
−Removed: December 3, 2022, November 27, 2021, and November 28, 2020 are as follows:
+Added: December 2, 2023, December 3, 2022, and November 27, 2021 are as follows:
Pension Benefits
16 unchanged sentences
Amortization:
−Removed: Prior service cost (benefit)
−Removed: Actuarial loss
+Added: Prior service (benefit) cost
+Added: Actuarial loss (gain)
( 3,445 )  
−Removed: Curtailment loss
Settlement charge
56 unchanged sentences
1  Under the U.S.
−Removed: pension plan, the compensation amount was locked-in as of May 31, 2011 and thus the benefit no longer includes compensation increases.
−Removed: The 4.50 percent rate for 2020 is for the supplemental executive retirement plan only;
−Removed: for and since 2021, there has been 
−Removed: no compensation increase as subsequent to November 27, 2021, there were no active employees in the supplemental executive retirement plan.
+Added: pension plan, the compensation amount was locked-in as of May 31, 2011 and thus the benefit no longer includes compensation increases. 
The discount rate assumption is determined using an actuarial yield curve approach, which results in a discount rate that reflects the characteristics of the plan.
4 unchanged sentences
pension plan was 5.66 percent at December 2, 2023 , 5.36 percent at 
−Removed: November 27, 2021 and 2.53 percent at November 28, 2020 .
+Added: December 3, 2022 and 2.76 percent at November 27, 2021 .
Net periodic pension cost for a given fiscal year is based on assumptions developed at the end of the previous fiscal year.
1 unchanged sentence
December 2, 2023 would impact U.S.
−Removed: pension and other postretirement plan (income) expense by approximately ($ 11 ) (pre-tax) in fiscal 2023.
+Added: pension and other postretirement plan (income) expense by approximately $ 149  (pre-tax) in fiscal 2024.
Discount rates for non-U.S.
4 unchanged sentences
7.00 percent in 
−Removed: 2021 and 7.50 in 
+Added: 2022 and 7.25 percent in 
2021 . Our expected long-term rate of return on U.S.
52 unchanged sentences
99.5 %  
−Removed: 11.7 %  
Plan Asset Management
20 unchanged sentences
During 2023 , we maintained our assets within the allowed ranges of the target asset alloca tion mix of 55 percent equities and 45 pe rcent fixed income plus or minus 5 percent and continued our focus to reduce volatility of plan assets in future periods and to more closely match the duration of the assets with the duration of the liabilities of the plan.
−Removed: pension plans consist of all the pension plans administered by us outside the U.S., principally consisting of plans in Germany, the United Kingdom, France and Canada.
+Added: pension plans consist of all the pension plans administered outside the U.S., principally consisting of plans in Germany and the United Kingdom.
2023 , we maintained our assets for the non-U.S.
16 unchanged sentences
129,044  
+Added: Total categorized in the fair value hierarchy
301,210  
305,264  
−Removed: Total categorized in the fair value hierarchy
+Added: Other investments measured at NAV 1
14,474  
1 unchanged sentence
$ 301,210  
+Added: $ 319,738  
Pension Plans
6 unchanged sentences
72,150  
−Removed: Other investments measured at NAV1
+Added: Other investments measured at NAV 1  
62,472  
6 unchanged sentences
$ 133,453  
−Removed: $ 120,782  
−Removed: November 27, 2021
+Added: December 3, 2022
Pension Plans
3 unchanged sentences
126,114  
+Added: 23,547  
+Added: 149,661  
Total categorized in the fair value hierarchy
1 unchanged sentence
45,251  
+Added: 326,786  
Pension Plans
10 unchanged sentences
$ 141,908  
−Removed: $ 216,623  
Other Postretirement Benefits
3 unchanged sentences
$ 119,446  
+Added: $ 120,782  
1 In accordance with ASC Topic 820 - 10, Fair Value Measurement , certain investments that are measured at NAV (Net Asset Value per share) (or its equivalent) practical expedient have not been classified in the fair value hierarchy.
The fair value amounts represented in this table are intended to permit reconciliation of the fair value hierarchy to the amounts presented in the statement of financial position.
−Removed: 2 Negative cash for 
−Removed: 2021 represents unsettled pending trades within an investment that are classified in cash and cash equivalents until settled.
The definitions of fair values of our pension and other postretirement benefit plan assets at 
−Removed: December 3, 2022 and November 27, 2021 by asset category are as follows:
+Added: December 2, 2023 and December 3, 2022 by asset category are as follows:
Equities —Primarily publicly traded common stock for purposes of total return and to maintain equity exposure consistent with policy allocations.
11 unchanged sentences
Fair values are the cash balances as reported by the Trustees of the plans.
−Removed: The following is a roll forward of the Level 3 investments of our pension and postretirement benefit plan assets during the years ended December 3, 2022 and November 27, 2021 :
+Added: The following is a roll forward of the Level 3 investments of our pension and postretirement benefit plan assets during the years ended December 2, 2023 and December 3, 2022 :
Pension Plans
Level 3 balance at beginning of year
−Removed: Net transfers into / (out of) level 3
$ 45,251  
+Added: Net transfers (out of)/into level 3
+Added: ( 45,072 )  
+Added: $ 16,564  
Purchases, sales, issuances and settlements, net
( 179 )  
+Added: 28,501  
Level 3 balance at end of year
2 unchanged sentences
Level 3 balance at beginning of year
−Removed: Net transfers into / (out of) level 3
−Removed: Net (losses)/gains
+Added: Net transfers into level 3
Currency change effect
−Removed: ( 52 )  
Level 3 balance at end of year
3 unchanged sentences
$ 135,484  
−Removed: Net transfers into / (out of) level 3
−Removed: ( 1,992 )  
+Added: Net transfers out of level 3
Purchases, sales, issuances and settlements, net
( 1,144 )  
−Removed: Net (losses)/gains
−Removed: ( 12,924 )  
+Added: Net gains/(losses)
14,452  
40 unchanged sentences
State income taxes, net of federal benefit
−Removed: Foreign dividend repatriation
+Added: Foreign dividend repatriation 1  
+Added: 21,730  
Foreign operations
12,558  
+Added: 19,673  
Executive compensation over $1.0 million
1 unchanged sentence
Change in valuation allowance
−Removed: ( 9,572 )  
Research and development tax credit
8 unchanged sentences
Contingency reserve
−Removed: ( 2,139 )  
Total income tax expense
2 unchanged sentences
$ 63,033  
+Added: 1 Foreign dividend repatriation line includes impact of withholding tax recorded on earnings that are no longer permanently reinvested.
Deferred income tax balances at each year-end related to:
10 unchanged sentences
22,948  
+Added: 12,716  
Hedging activity
18,638  
+Added: 13,299  
Interest deduction limitation
16 unchanged sentences
( 41,444 )  
+Added: Undistributed earnings of non-U.S.
( 21,926 )  
+Added: ( 12,510 )  
Total deferred tax liability
3 unchanged sentences
$ ( 144,141 )
−Removed: The difference between the change in the deferred tax assets in the balance sheet and the deferred tax provision is primarily due to the defined benefit pension plan adjustment and floating-to-fixed hedges recorded in accumulated other comprehensive income (loss).
+Added: The difference between the change in the deferred tax liability on the balance sheet and the deferred tax provision is primarily related to the defined benefit pension plan adjustment and hedges recorded in accumulated other comprehensive income (loss) offset by liabilities established in purchase accounting.
Valuation allowances primarily relate to foreign net operating loss carryforwards and branch foreign tax credit carryforwards where the future potential benefits do not meet the more-likely-than- not realization test.
11 unchanged sentences
While non-U.S.
−Removed: operations have been profitable overall, there are cumulative tax losses of $ 77,315  in various countries.
+Added: operations have been profitable overall, there are cumulative tax losses of $ 81,655 in various countries.
These tax losses can be carried forward to offset the income tax liabilities on future income in these countries.
−Removed: Cumulative tax losses of $ 58,762  can be carried forward indefinitely, while the remaining $ 18,553  of tax losses must be utilized during 2023  to 2040.
+Added: Cumulative tax losses of $ 60,269 can be carried forward indefinitely, while the remaining $ 21,386 of tax losses must be utilized during 2024 to 2041.
has a branch foreign tax credit carryforward of $ 4,465 .
8 unchanged sentences
( 965 )  
+Added: ( 8,156 )  
Lapses in applicable statutes of limitation
4 unchanged sentences
Included in the balance of unrecognized tax benefits as of 
−Removed: December 3, 2022 and November 27, 2021 are potential benefits of $ 12,663  and $ 8,888  respectively, that, if recognized, would affect the effective tax rate.
+Added: December 2, 2023 and December 3, 2022 are potential benefits of $ 10,338  and $ 12,663  respectively, that, if recognized, would affect the effective tax rate.
We report accrued interest and penalties related to unrecognized tax benefits in income tax expense.
For the year ended December 2, 2023 , we recognized a net benefit for interest and penalties of $ 824  relating to unrecognized tax benefits and had net accumulated accrued interest and penalties of $ 6,708 as of December 2, 2023 .
−Removed: For the year ended November 27, 2021 , we recognized a net benefit for interest and penalties of $ 703  relating to unrecognized tax benefits and had net accumulated accrued interest and penalties of $ 2,817  as of November 27, 2021 .
+Added: For the year ended December 3, 2022 , we recognized a net benefit for interest and penalties of $ 2,760  relating to unrecognized tax benefits and had net accumulated accrued interest and penalties of $ 6,275  as of December 3, 2022 .
We are subject to U.S.
21 unchanged sentences
Cash Flow Hedges
−Removed: October 20, 2017, we entered into four cross-currency swap agreements to convert a notional amount of $ 267,860 of foreign currency denominated intercompany loans into U.S.
−Removed: dollars, which matured on October 20, 2022. 
−Removed: The swaps were designated as cash flow hedges for accounting treatment.
−Removed: The lesser amount between the cumulative change in the fair value of the actual swaps and the cumulative change in the fair value of hypothetical swaps is recorded in accumulated other comprehensive income (loss) in the Consolidated Balance Sheets and in other net cash provided by operating activities in the Consolidated Statement of Cash Flows.
−Removed: The differences between the cumulative change in the fair value of the actual swaps and the cumulative change in the fair value of hypothetical swaps are recorded as other income, net in the Consolidated Statements of Income.
−Removed: In a perfectly effective hedge relationship, the two fair value calculations would exactly offset each other.
−Removed: Any difference in the calculation represents hedge ineffectiveness. 
−Removed: On February 27, 2018, we entered into an interest rate swap agreement to convert $ 200,000 of our $ 2,150,000 Term Loan B to a fixed interest rate of 4.589 percent. During the second  quarter of 2021, we settled a portion of this interest rate swap as the debt underlying this swap was less than the swap value due to debt paydown.
−Removed: We settled the ineffective portion of the interest rate swap by making a cash payment of $ 378 and recorded that payment to interest expense in our Consolidated Statements of Income during the second quarter of 2021.
−Removed:  On October 20, 2017, we entered into interest rate swap agreements to convert $ 1,050,000 , which amortized down to $ 800,000 on October 20, 2021, of our $ 2,150,000 Term Loan B to a fixed interest rate of 4.0275 percent.
−Removed: These interest rate swap agreements matured on October 20, 2022 and we have no interest rate swap agreements on our Term Loan B as of December 3, 2022 . 
+Added: On January 12, 2023, we entered into an interest rate swap agreement to convert $ 400,000 of our variable rate 1 -month LIBOR rate debt to a fixed rate of 
+Added: 3.6895 percent that matures on January 12, 2028.
+Added: On February 28, 2023, after refinancing our debt, we amended the interest rate swap agreement to our 1 -month SOFR rate debt to a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform .
+Added: The combined fair value of the interest rate swap was an asset of $ 2,458 at December 2, 2023 and was included in other assets in the Consolidated Balance Sheets.
+Added: The swap was designated for hedge accounting treatment as a cash flow hedge.
+Added: We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap.
+Added: Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swap.
+Added: O n March 16, 2023, we entered into an interest rate swap agreement to convert $ 300,000 of our 1 -month SOFR rate debt to a fixed rate of 3.7210 percent that matures on February 15, 2028.
+Added: The combined fair value of the interest rate swap was an asset of $ 1,174 at December 2, 2023 and was included in other assets in the Consolidated Balance Sheets.
+Added: The swap was designated for hedge accounting treatment as a cash flow hedge.
+Added: We are applying the hypothetical derivative method to assess h edge effectiveness for this interest rate swap.
+Added: Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swaps.
+Added: On March 16, 2023, we entered into an interest rate swap agreement to convert $ 100,000 of our 1 -month SOFR rate debt to a fixed rate of 3.8990 percent that matures on February 15, 2028.
+Added: The combined fair value of the interest rate swap was a liability of $ 63 at December 2, 2023 and was included in other liabilities in the Consolidated Balance Sheets.
+Added: The swap was designated for hedge accounting treatment as a cash flow hedge.
+Added: We are applying the hypothetical derivative method to assess hedge effectiveness for these interest rate swaps.
+Added: Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swaps.
The amounts of pretax gains (losses) recognized in comprehensive income related to derivative instruments designated as cash flow hedges are as follows:
December 2, 2023
−Removed: November 27, 2021
+Added: December 3, 2022
November 27, 2021
1 unchanged sentence
$ ( 3,536 )  
−Removed: $ ( 4,554 )  
−Removed: $ 6,307  
Interest rate swap contracts
1 unchanged sentence
$ 13,148  
+Added: $ 20,109  
Net investment hedges
$ ( 18,555 )  
+Added: $ ( 54,040 )  
Fair Value Hedges
1 unchanged sentence
20, 2020 to a variable interest rate of 1 -month LIBOR plus 3.28 percent.
−Removed: See Note 7 for further discussion on the issuance of our Public Notes.
+Added: On June 30, 2023, 1 -month LIBOR rates ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association ("ISDA") took effect as outlined in the interest rate swap agreement.
+Added: As a result, the interest rate swap agreements were converted to Overnight SOFR plus 3.28 percent.
+Added: We applied the practical expedients included in ASC 848, Reference Rate Reform . See Note 7 for further discussion on the issuance of our Public Notes.
These interest rate swap agreements mature on October 15, 2028.
−Removed: The combined fair value of the interest rate swaps was a liabilit y of $ 42,542  
−Removed: December 3, 2022 , and was included in other liabilities in the Consolidated Balance Sheets. The swaps were designated for hedge accounting treatment as fair value hedges.
+Added: The combined fair value of the interest rate swaps w as a liability of $ 41,532  at 
+Added: December 2, 2023 , and was included in other liabilities in the Cons olidated Balance Sheets. The swaps were designated for hedge accounting treatment as fair value hedges.
We apply the short cut method and assume hedge effectiveness.
−Removed: Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our $ 300,000 fixed rate Public Notes are compared with the change in the fair value of the swaps. On February 14, 2017, we entered into interest rate swap agreements to convert $ 150,000 of our $ 300,000 Public Notes that were issued on February 14, 2017 to a variable interest rate of 1 -month LIBOR plus 1.86 percent.
−Removed: The swap was designated for hedge accounting treatment as fair value hedges.
+Added: Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our $ 300,000 fixed rate Public Notes are compared with the change in the fair value of the swaps. 
+Added: On February 14, 2017, we entered into an interest rate swap agreement to convert $ 150,000 of our $ 300,000 Public Notes that were issued on February 14, 2017 to a variable interest rate of 1 -month LIBOR plus 1.86 percent.
+Added: The swap was designated for hedge accounting treatment as a fair value hedge.
We applied the hypothetical derivative method to assess hedge effectiveness for this interest rate swap.
−Removed: Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our $ 150,000 fixed rate Public Notes are compared with the change in the fair value of the swaps.
+Added: Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our $ 150,000 fixed rate Public Notes are compared with the change in the fair value of the swap.
On May 1, 2020, we terminated the swap agreement.
3 unchanged sentences
On October 17, 2022, we entered into a float-to-float cross-currency interest rate swap agreement with a notional amount of €307,173 maturing in October 2028.
−Removed: On October 20, 2022, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of €300,000 with tranches maturing in August 2025, August 2026 and February 2027.
−Removed: As of December 3, 2022, the combined fair value of the swaps was a liability of $ 54,046 and was included in other liabilities in the Consolidated Balance Sheets.
+Added: On October 20, 2022, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of €300,000 with tranches maturing in August 2025, August 2026 and February 2027. 
+Added: On June 30, 2023, 1 -month LIBOR rates ceased to exist and the IBOR Fallbacks Protocol published by the International Swaps and Derivatives Association (ISDA) took effect as outlined in the interest rate swap agreement.
+Added: As a result, the 1 -month LIBOR leg of the float-to-float agreement was converted to Overnight SOFR plus 3.28 percent.
+Added: On July 17, 2023, we amended the 1 -month EURIBOR leg of the float-to-float agreement to Overnight ESTR plus 3.2195 percent.
+Added: We applied the practical expedients included in ASC 848, Reference Rate Reform . As of December 2, 2023 , the combined fair value of the swaps was a liability of $ 72,589 and was included in other liabilities in the Consolidated Balance Sheets.
The cross-currency interest rate swaps hedge a portion of the Company’s investment in Euro denominated foreign subsidiaries.
3 unchanged sentences
Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive income (loss) into earnings during the period of change.
−Removed: The amount in accumulated other comprehensive income (loss) related to net investment hedge cross-currency swaps was a loss of $ 40,743 as of December 3, 2022 .
−Removed: In 2022, the Company did not reclassify any gains or losses into earnings from net investment hedges and we do not expect to reclassify any such gain or loss into earnings within the next twelve months.
−Removed: No amounts related to net investment hedges have been excluded from the assessment of hedge effectiveness.
+Added: The amount in accumulated other comprehensive income (loss) related to net investment hedge cross-currency sw aps was a loss of $ 54,850  
+Added: as of December 2, 2023 . The amounts of pretax loss recognized in comprehensive income related to the net investment hedge was $ 18,712 in 2023.
+Added: As of December 2, 2023 , we did not reclassify any gains or losses into earnings from net investment hedges and we do not expect to reclassify any such gain or loss into earnings within the next twelve months.
+Added: No amounts related to net investment hedges have been excluded from the assessment of hedge effectiveness.
Derivatives Not Designated As Hedging Instruments
4 unchanged sentences
See Note 13 for fair value amounts of these derivative instruments.
−Removed: As of December 3, 2022 , we had forward foreign currency contracts maturing betwee n December 5, 2022 and November 21, 2023.
+Added: As of December 2, 2023 , we had forward foreign currency contracts maturing bet ween December 4, 2023 and May 13, 2024.
The mark-to-market effect associated with these contracts was largely offset by the underlying transaction gains and losses resulting from the foreign currency exposures for which these contracts relate.
1 unchanged sentence
December 2, 2023
−Removed: November 27, 2021
+Added: December 3, 2022
November 27, 2021
15 unchanged sentences
Balances Measured at Fair Value on a Recurring Basis
−Removed: The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of December 3, 2022 and November 27, 2021 , and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.
+Added: The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of December 2, 2023 and December 3, 2022 , and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.
Fair Value Measurements
5 unchanged sentences
13,501  
+Added: Interest rate swaps, cash flow hedge assets
Foreign exchange contract liabilities
2 unchanged sentences
Interest rate swaps, cash flow hedge liabilities
+Added: Interest rate swaps, fair value hedge liabilities
41,532  
41,532  
−Removed: Net investment hedge
+Added: Net investment hedge liability
72,589  
72,589  
−Removed: Contingent consideration liabilities
+Added: Contingent consideration liability
Fair Value Measurements
3 unchanged sentences
Foreign exchange contract assets
−Removed: Cross-currency cash flow hedge assets
10,282  
10 unchanged sentences
Contingent consideration liability
−Removed: The valuation of our contingent consideration liability related to the acquisitions of ZKLT and TissueSeal was $ 1,477  and $ 500 , respectively, as of December 3, 2022 .
−Removed: As of December 3, 2022 , the agreement provisions for the D.H.M.
−Removed: contingent consideration were met, and as a result, $ 8,122 was paid during 2022.
+Added: The valuation of our contingent consideration liability related to the acquisitions of GSSI and TissueSeal was $ 870 and $ 500 , respectively, as of December 2, 2023 .
+Added: As of December 2, 2023 , the agreement provisions for the ZKLT contingent consideration were met, and as a result, $ 4,132 was paid during 2023.
Adjustments to the fair value of contingent consideration are recorded to selling, general and administrative expenses in the Statement of Income. See Note 2 for further discussion regarding our acquisitions.
2 unchanged sentences
$ 1,977  
+Added: Fair value adjustment
Payment of contingent consideration
18 unchanged sentences
Our environmental, health and safety department monitors compliance with applicable laws on a global basis.
−Removed: To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish an undiscounted financial provision. We recorded liabilities of $ 5,754  and $ 6,603  as of December 3, 2022 and November 27, 2021 , respectively, for probable and reasonably estimable environmental remediation costs. Of the amount reserved, $ 2,789  and $ 3,333  as of December 3, 2022 and November 27, 2021 , respectively, is attributable to a facility we own in Simpsonville, South Carolina as a result of our Royal Adhesives acquisition that is a designated site under CERCLA.
+Added: To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish an undiscounted financial provision. We recorded liabilities of $ 5,034  and $ 5,754  as of December 2, 2023 and December 3, 2022 , respectively, for probable and reasonably estimable environmental remediation costs. Of the amount reserved, $ 2,301  and $ 2,789  as of December 2, 2023 and December 3, 2022 , respectively, is attributable to a facility we own in Simpsonville, South Carolina as a result of our Royal Adhesives acquisition that is a designated site under CERCLA.
Currently we are involved in various environmental investigations, clean up activities and administrative proceedings and lawsuits.
21 unchanged sentences
Settlement amounts
+Added: $ 4,200  
Insurance payments received or expected to be received
+Added: $ 2,379  
We do not believe that it would be meaningful to disclose the aggregate number of asbestos-related lawsuits filed against us because relatively few of these lawsuits are known to involve exposure to asbestos-containing products that we manufactured.
28 unchanged sentences
$ 3,278,031  
−Removed: Segment operating income
+Added: Segment operating income (loss)
Hygiene, Health and Consumable Adhesives
9 unchanged sentences
14,148  
−Removed: 11,148  
−Removed: Total segment
+Added:  Total segment
408,395  
44 unchanged sentences
14,888  
+Added: ( 2,302 )  
Construction Adhesives
15 unchanged sentences
32,855  
−Removed: 15,398  
Interest expense
2 unchanged sentences
Interest income
−Removed: 11,417  
Income before income taxes and income from equity method investments
44 unchanged sentences
December 2, 2023
−Removed: Hygiene, Health and
−Removed: Consumable Adhesives
+Added: Hygiene, Health and Consumable
$ 919,024  
14 unchanged sentences
$ 3,510,934  
−Removed: November 27, 2021
−Removed: Hygiene, Health and
−Removed: Consumable Adhesives
+Added: December 3, 2022
+Added: Hygiene, Health and Consumable
$ 1,003,179  
15 unchanged sentences
November 27, 2021
−Removed: Hygiene, Health and
−Removed: Consumable Adhesives
+Added: Hygiene, Health and Consumable
$ 826,172  
17 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.