What changed in this filing

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Item 1. Financial Statements

2025-03-27 compared with 2024-09-26 · 187 added, 306 removed, 534 unchanged (48% of the section changed)

4 unchanged sentences

Three Months Ended

Nine Months Ended

$ 788,663 $ 810,419

Cost of sales

( 561,588 ) ( 571,182 )

227,075 239,237

Selling, general and administrative expenses

( 180,628 ) ( 172,362 )

Other income, net

Interest expense

( 32,042 ) ( 31,901 )

Interest income

Income before income taxes and income from equity method investments

18,712 37,782

( 5,945 ) ( 7,814 )

Income from equity method investments

Net income including non-controlling interest

13,264 31,012

Net loss (income) attributable to non-controlling interest

( 16 ) ( 21 )

Net income attributable to H.B.

$ 13,248 $ 30,991

Earnings per share attributable to H.B.

Fuller common stockholders:

$ 0.24 $ 0.57

$ 0.24 $ 0.55

Weighted-average common shares outstanding:

Dividends declared per common share

54,998 54,702

56,029 56,573

See accompanying Notes to Unaudited Consolidated Financial Statements.

3 unchanged sentences

Three Months Ended

Nine Months Ended

Net income including non-controlling interest

Other comprehensive income (loss)

Other comprehensive loss

Foreign currency translation

2 unchanged sentences

Net investment hedges, net of tax

Other comprehensive income (loss)

Comprehensive income

Other comprehensive loss

Comprehensive (loss) income

Comprehensive income attributable to non-controlling interest

Comprehensive income attributable to H.B.

Comprehensive (loss) income attributable to H.B.

See accompanying Notes to Unaudited Consolidated Financial Statements.

5 unchanged sentences

$ 105,743 $ 169,352

Trade receivables (net of allowances of $ 13,389 and $ 11,080 , as of August 31, 2024 and December 2, 2023, respectively)

Trade receivables (net of allowances of $ 10,222 and $ 11,621 , as of March 1, 2025 and November 30, 2024, respectively)

525,496 558,336

18 unchanged sentences

Notes payable

$ 797 $ 1,841

Trade payables

19 unchanged sentences

Preferred stock ( no shares outstanding) shares authorized – 10,045,900

Common stock, par value $ 1.00 per share, shares authorized – 160,000,000 , shares outstanding – 54,612,541 and 54,092,987 as of August 31, 2024 and December 2, 2023, respectively

Common stock, par value $ 1.00 per share, shares authorized – 160,000,000 , shares outstanding – 54,189,516 and 54,657,103 as of March 1, 2025 and November 30, 2024, respectively

$ 54,190 $ 54,657

19 unchanged sentences

Income (Loss)

Balance at December 2, 2023

Comprehensive income (loss)

Balance at November 30, 2024

Comprehensive loss

Stock option exercises

2 unchanged sentences

Balance at March 1, 2025

Comprehensive income (loss)

Stock option exercises

Share-based compensation plans and other, net

Repurchases of common stock

Balance at June 1, 2024

Comprehensive income

Stock option exercises

Share-based compensation plans and other, net

Repurchases of common stock

Balance at August 31, 2024

Fuller Company Shareholders

8 unchanged sentences

Balance at March 2, 2024

Comprehensive income (loss)

Stock option exercises

Share-based compensation plans other, net

Repurchases of common stock

Balance at June 3, 2023

Comprehensive income

Stock option exercises

Share-based compensation plans other, net

Repurchases of common stock

Balance at September 2, 2023

See accompanying Notes to Unaudited Consolidated Financial Statements.

2 unchanged sentences

(In thousands)

Nine Months Ended

August 31, 2024

September 2, 2023

Three Months Ended

March 1, 2025

March 2, 2024

Cash flows from operating activities:

Net income including non-controlling interest

Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:

Adjustments to reconcile net income including non-controlling interest to net cash (used in) provided by operating activities:

Deferred income taxes

Loss from equity method investments, net of dividends received

Gain on insurance claims

Loss on equity investment

Debt issuance costs write-off

Loss on fair value adjustment on contingent consideration liability

Income from equity method investments, net of dividends received

Loss on the sale of a business

Gain on sale or disposal of assets

Share-based compensation

Pension and other post-retirement benefit plan activity

Change in assets and liabilities, net of effects of acquisitions:

4 unchanged sentences

Income taxes payable

Accrued / prepaid pensions

Other liabilities

Net cash provided by operating activities

Foreign currency remeasurement

Net cash (used in) provided by operating activities

Cash flows from investing activities:

1 unchanged sentence

Purchased businesses, net of cash acquired

Purchase of cost method investment

Proceeds from sale of property, plant and equipment

Proceeds from the sale of a business

Net cash used in investing activities

2 unchanged sentences

Repayment of long-term debt

Payment of debt issuance costs

Net payment of notes payable

2 unchanged sentences

Repurchases of common stock

Net cash provided by financing activities

Net cash provided by (used in) financing activities

Effect of exchange rate changes on cash and cash equivalents

17 unchanged sentences

Actual results could differ from these estimates.

These unaudited interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10 -K for the year ended December 2, 2023 as filed with the Securities and Exchange Commission.

These unaudited interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10 -K for the year ended November 30, 2024 as filed with the Securities and Exchange Commission.

New Accounting Pronouncements

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No.

2023 - 09, Income Taxes (Topic 740 ) - Improvements to Income Tax Disclosures .

This ASU provides new disclosure requirements including presentation of prescribed line items in the effective tax rate reconciliation and disclosures regarding state and local tax payments.

Our effective date for adoption of this ASU is our fiscal year ending November 28, 2026.

We are evaluating the impact the new disclosure guidance will have on our Consolidated Finance Statements.

In November 20 24, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update ("ASU") No.

2024 - 03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220 - 40 ):

Disaggregation o f Income Statement Expenses, which requires additional disclosure of the nature of expenses included in our Consolidated Financial Statements.

Our effective date of this ASU is our fiscal year ending December 2, 2028.

We are evaluating the effect this guidance will have on our Consolidated Finance Statements.

In December 2023, the FASB issued ASU No.

2023 - 09, Income Taxes (Topic 740 ):

Improvements to Income Tax Disclosures.

This ASU requires entities to provide additional information in the rate reconciliation and additional disclosures about income taxes paid.

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.

Our effective date of this ASU is our fiscal year ending November 28, 2026.

We are evaluating the effect that this guidance will have on our Consolidated Financial Statements.

In November 2023, the FASB issued ASU No.

2023 - 07, Segment Reporting (Topic 280 ) - Improvements to Reportable Segment Disclosures .

This ASU extends the existing requirements for annual disclosures to quarterly periods and requires that both annual and quarterly disclosures present segment expenses using line items consistent with information regularly provided to the chief operating decision maker.

Our effective date for adoption of this ASU is our fiscal year ending November 29, 2025.

We are evaluating the impact the new disclosure guidance will have on our Consolidated Finance Statements.

2023 - 07, Segment Reporting (Topic 280 ):

Improvements to Reportable Segment Disclosures.

This ASU requires enhanced disclosures regarding significant segment expenses and other segment items.

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.

Our effective date of this ASU is our fiscal year ending November 29, 2025.

We are evaluating the effect that this guidance will have on our Consolidated Financial Statements.

Recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the company.

Supplier Finance Program

In September 2022, the FASB issued ASU No.

2022 - 04, Liabilities - Supplier Finance Programs (Subtopic 405 - 50 ):

Disclosure of Supplier Finance Program Obligations.

This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of the financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude.

To achieve that objective, the buyer should disclose qualitative and quantitative information about its supplier finance programs.

ASU 2022 - 04 is effective for fiscal years beginning after December 15, 2022, including interim periods within those fiscal years, except for the requirement on rollforward information which is an annual requirement.

During the first quarter of our fiscal year ending November 30, 2024, we adopted ASU 2022 - 04.

We will present the annual roll-forward disclosure requirement within our annual report on Form 10 -K.

We have agreements with third parties to provide supplier finance programs which facilitate participating suppliers' ability to finance payment obligations of the Company with designated third -party financial institutions.

2 unchanged sentences

The Company’s obligations to its suppliers, including amounts due and scheduled payment dates, are not impacted by suppliers’ decisions to finance amounts under these arrangements.

The outstanding payment obligations that were confirmed as valid and remained outstanding as of August 31, 2024 , were approximately $ 4,457 .

The outstanding payment obligations that were confirmed as valid and remained outstanding as of March 1, 2025, and November 30, 2024, were approxi mately $ 3,478 and $ 5,233 , respectively.

These obligations under the Company’s supplier finance programs are included in Accounts payable in the Consolidated Balance Sheets, and the associated payments are reflected in the cash flows from operating activities section of the Consolidated Statements of Cash Flows.

Recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the company.

HS Butyl Limited

August 5, 2024, we acquired HS Butyl Limited (“HS Butyl”) for a purchase price of

18,148 British pound sterling, or approximat

ely $ 23,180 which was funded through existing cash.

Acquisitions and Divestiture

ND Industries Asia, Inc.

February 15, 2025, we acquired the assets of ND Industries Asia, Inc.

("ND Industries Taiwan") for a purchase price of

266,960 Taiwan dollar, or approximately

$ 8,160 which was funded through existing cash.

This includes a holdback amount of

2,700 British pound sterling that will be paid on the

5,978 Taiwan dollar that will be paid on the

4 -month anniversary of the closing date.

Headquartered in Kaohsiung, Taiwan, ND Industries Taiwan is a leading provider of specialty adhesives and fastener locking and sealing solutions.

The acquisition of ND Industries Taiwan is expected to accelerate the realization of our top growth priorities in Greater Asia, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry.

The acquisition fair value measurement was preliminary as of

March 1, 2025 and includes goodwill of

$ 969 , other intangible assets of

$ 3,754 and other net assets of

Goodwill represents expected synergies from combining ND Industries Taiwan with our existing business.

Goodwill is deductible for tax purposes.

ND Industries Taiwan is included in our Engineering Adhesives operating segment.

January 15, 2025, we completed the acquisition of GEM S.r.l.

(“GEM”) for a purchase price of

144,041 Euros, or approximately

$ 147,886 which was funded through borrowings on our credit facility and existing cash.

This includes a holdback amount of

30,000 Euros that will be paid in

three tranches of

third each year beginning

one year after the date of acquisition.

Headquartered in Viareggio, Italy, GEM develops, produces and sells medical adhesives for wound closure in both surgical and topical applications.

The acquisition of GEM establishes a European headquarters for our Medical Adhesives Technologies business and expands the Company's medical adhesive offerings, further shifting our portfolio toward highly profitable, higher growth markets.

The acquisition fair value measurement

was preliminary as of

March 1, 2025

and includes goodwill of $ 59,460 , other intangible assets of $ 95,791 and other net liabilities of $ 7,365 .

G oodwill represents expected synergies from combining GEM with our existing business.

is not deductible for tax purposes.

GEM is included in our Hygiene, Health and Consumable Adhesives operating segment.

Medifill Limited

On December 2, 2024, we completed the acquisition of Medifill Limited (“Medifill”) for a purchase price of 49,919 Euros, or approximately $ 51,252 which was funded through borrowings on our credit facility and existing cash.

Headquartered in Dublin, Ireland, Medifill produces medical-grade cyanoacrylate adhesives tailored to the wound closure market.

The acquisition of Medifill establishes European production capabilities for our medical adhesive offerings.

The acquisition fair value measurement was preliminary as of March 1, 2025 and includes goodwill of $ 40,141 and other net assets of $11,111.

G oodwill represents expected synergies from combining Medifill with our existing business.

Goodwill is not d eductible for tax purposes.

Medifill is included in our Hygiene, Health and Consumable Adhesives operating segment.

HS Butyl Limited

On August 5, 2024, we acquired HS Butyl Limited (“HS Butyl”) for a purchase price of 18,148 British pound sterling, or approximat ely $ 23,180 which was funded through existing cash.

This includes a holdback amount of 2,700 British pound sterling that will be paid on the 18 -month anniversary of the closing date.

HS Butyl, headquartered in Lymington, England, is the United Kingdom's largest manufacturer and distributor of high-quality butyl tapes, which provide strong, permanent, watertight seals for a wide variety of applications within the construction, infrastructure, automotive and renewable energy industries.

1 unchanged sentence

It also expands our relevance to more markets and creates opportunities to deliver new, in-demand solutions for our customers, given the technology's relevance to multiple high-value applications.

The acquisition fair value measurement was preliminary as of

August 31, 2024

and includes other intangible assets of $ 5,620 , goodwill of $ 4,927 and other net assets of $ 12,633 .

The acquisition fair value measurement was preliminary as of March 1, 2025 and includes other intangible assets of $ 6,974 , goodwill of $ 2,812 and other net assets of $ 13,394 .

G oodwill represents expected synergies from combining HS Butyl with our existing business.

not deductible for tax purposes.

HS Butyl is included in our Construction Adhesives operating segment.

Goodwill is not deductible for tax purposes.

HS Butyl is included in our Building Adhesive Solutions operating segment.

ND Industries, Inc.

1 unchanged sentence

(“ND Industries”) for a base purchase price of $ 254,037 which was funded through borrowings on our credit facility and existing cash.

This includes a holdback amount of $ 1,446 that will be paid on the 4 -month anniversary of the closing date.

ND Industries, headquartered in Clawson, Michigan, is a leading provider of specialty adhesives and fastener locking and sealing solutions serving customers in the automotive, electronics, aerospace and other industries.

The acquisition of ND Industries is expected to accelerate the realization of our top growth priorities, consistent with our strategy to proactively drive capital allocation to the highest margin, highest growth market segments within the functional coatings, adhesives, sealants and elastomer industry.

The acquisition fair value measurement was preliminary as of August 31, 2024 .

The acquisition fair value measurement was final as of March 1, 2025 .

ND Industries is included in our Engineering Adhesives operating segment.

During the three months ended August 31, 2024, intangible assets increased $ 4,800 , goodwill decreased $ 5,966 , and other net assets increased $ 1,166 in the fair value measurement of ND Industries.

The following table summarizes the fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition:

9 unchanged sentences

The goodwill was assigned to our Engineering Adhesives operating segment.

Sanglier Ltd.

On September 8, 2023, we acquired the assets of Sanglier Ltd.

(“Sanglier”) for a base purchase price of 13,361 British pound sterling, or approximately $ 16,660 which was funded through existing cash.

This includes a holdback amount of 2,100 British pound sterling that will be paid on the 18 -month anniversary of the closing date.

Sanglier, headquartered in Mansfield, United Kingdom, is a manufacturer and filler of sprayable (aerosol and cannister) industrial adhesives.

The acquisition of Sanglier expands our innovation capabilities and product portfolio across the Un ited Kingdom and Europe.

Sanglier transforms adhesives applications to enable sprayable delivery providing end users with an opportunity to greatly improve labor efficiency.

The acquisition fair value measurement was final as of August 31, 2024 and includes other intangible assets of $ 7,354 , goodwill of $ 3,038 and other net assets of $ 6,261 .

G oodwill represents expected synergies from combining Sanglier with our existing business.

Goodwill is deductible for tax purposes.

Sanglier is included in our Construction Adhesives operating segment.

Adhezion Biomedical LLC

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.

This includes a holdback amount of $ 780 that was paid on the 12 -month anniversary of the closing date.

The agreement includes a payment of contingent consideration up to $ 15,000 following the completion of certain performance goals and conditions.

Adhezion, headquartered in Hudson, North Carolina, is a manufacturer of cyanoacrylate-based healthcare adhesives and infection prevention products.

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.

The acquisition fair value measurement was final as of June 1, 2024 and includes other intangible assets of $ 38,500 , goodwill of $ 37,589 and other net assets of $ 4,713 .

Goodwill represents expected synergies from combining Adhezion with our existing business.

The amount of goodwill that is deductible for tax purposes is $ 25,717 .

Adhezion is included in our Hygiene, Health and Consumable Adhesives operating segment.

XChem International LLC

On June 12, 2023, we acquired XChem International LLC ("XChem") for a base purchase price of approximately $ 14,496 which was funded through borrowings on our credit facility.

This includes a holdback amount of $ 1,650 , 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.

XChem, headquartered in Ras Al-Khaimah, United Arab Emirates, is a manufacturer of adhesives and sealants for construction-related applications.

The acquisition of XChem provides our Construction Adhesives global business with additional manufacturing presence for certain brands outside the U.S.

and broadens our Construction Adhesives portfolio of highly specified applications and diversifies it toward both non-U.S.

and infrastructure-oriented markets.

The acquisition fair value measurement was final as of June 1, 2024 and includes other intangible assets of $ 4,600 , goodwill of $ 4,318 and other net assets of $ 5,578 .

Goodwill represents expected synergies from combining XChem with our existing business.

Goodwill is not deductible for tax purposes.

XChem is included in our Construction Adhesives operating segment.

Beardow Adams Holdings Ltd.

On May 1, 2023, we acquired Beardow Adams Holdings Ltd.

(“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.

This includes a holdback amount of 8,000 British pound sterling that will be paid on the 18 -month anniversary of the closing date.

Beardow Adams, based in the United Kingdom, develops and manufactures adhesives, sealants and coatings, principally in the fields of packaging and related applications.

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.

The acquisition fair value measurement was final as of June 1, 2024 and includes other intangible assets of $ 35,425 , goodwill of $ 28,148 and other net assets of $ 37,312 .

Goodwill represents expected synergies from combining Beardow Adams with our existing business.

The amount of goodwill that is deductible for tax purposes is $ 3,561 .

The remaining goodwill is not deductible for tax purposes.

Beardow Adams is included in our Hygiene, Health and Consumable Adhesives operating segment.

Aspen Research Corporation

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.

This includes a holdback amount of $ 500 that was paid on the 18 -month anniversary of the closing date.

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.

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.

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 and process manufacturing capabilities that we plan to leverage.

The acquisition fair value measurement was final as of December 2, 2023 and includes other intangible assets of $ 4,900 , goodwill of $ 3,832 and other net assets of $ 1,029 .

Goodwill represents expected synergies from combining Aspen with our existing business.

Goodwill is deductible for tax purposes.

Aspen is included in our Engineering Adhesives operating segment.

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.

This includes a holdback amount of 850 Euro that was paid on the 18 -month anniversary of the closing date.

Lemtapes, located in Valkeakoski, Finland, is a solutions provider of ecological, innovative tapes and adhesives for the packaging and plywood industries.

The acquisition of Lemtapes is expected to reinforce our strategic position in Europe, especially for our adhesives coated solutions products.

This acquisition will also accelerate our growth strategy of fast-growing, high margin businesses while adding technology capabilities and strong customer relationships.

The acquisition fair value measurement was final as of December 2, 2023 and includes other intangible assets of $ 5,526 , goodwill of $ 3,028 and other net assets of $ 928 .

Goodwill represents expected synergies from combining Lemtapes with our existing business.

Goodwill is not deductible for tax purposes.

Lemtapes is included in our Hygiene, Health and Consumable Adhesives operating segment.

All acquisitions, individually and in the aggregate, are not material and therefore pro forma financial information is not provided.

All acquisitions, individually and in the aggregate, are

not material and therefore pro forma financial information is

not provided.

North America Flooring

On December 2, 2024, we completed the sale of certain assets in our North American Flooring business, which was included in our Construction Adhesives segment for $ 75,727 .

The net book value of the assets sold was $ 77,242 which resulted in a $ 1,515 loss.

The loss on sale is recorded in other income net , in the Consolidated Statements of Income for the three months ended March 1, 2025.

Restructuring Actions

During fiscal year 2023, the Company approved restructuring plans (the "Plans") related to organizational changes and other actions to optimize operations and integrate acquired businesses.

The Plans were implemented in the second quarter of fiscal year 2023 and are currently expected to be completed during fiscal year 2026, with the majority of the charges recognized and cash payments occurring in fiscal 2023 and 2024.

The Plans were implemented in the second quarter of fiscal year 2023 and are currently expected to be completed during fiscal year 2026.

In implementing the Plans, the Company currently expects to incur pre-tax costs of approx imately $ 60,000 to $ 65,000 for severa nce 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.

1 unchanged sentence

Three Months Ended

Nine Months Ended

August 31, 2024

September 2, 2023

August 31, 2024

September 2, 2023

March 1, 2025

March 2, 2024

Cost of sales

2 unchanged sentences

$ 3,511 $ 4,080

$ 4,751 $ 8,399 $ 11,389 $ 16,727

The restructuring charges are all recorded in Corporate Unallocated for segment reporting purposes.

12 unchanged sentences

( 343 ) - - ( 343 )

Balance at December 2, 2023

Balance at November 30, 2024

$ 8,430 $ - $ - $ 8,430

7 unchanged sentences

( 130 ) - - ( 130 )

Balance at August 31, 2024

Balance at March 1, 2025

$ 4,635 $ - $ - $ 4,635

Non-cash charges primarily include accelerated depreciation resulting from the cessation of use of certain long-lived assets and inventory disposals.

Non-cash charges primarily include accelerated depreciation resulting from the cessation of use of certain long-lived assets and the recording of an inventory provision related to the discontinuance of certain products.

Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets.

7 unchanged sentences

Goodwill and Other Intangible Assets

The goodwill activity by reportable segment for the nine months ended August 31, 2024 is presented below:

Hygiene, Health

The goodwill activity by reportable segment for the three months ended March 1, 2025 is presented below:

Hygiene, Health Building

and Consumable

Balance at December 2, 2023

Balance at November 30, 2024

$ 399,513 $ 581,344 $ 551,364 $ 1,532,221

2 unchanged sentences

( 2,353 ) ( 4,893 ) ( 777 ) ( 8,023 )

Balance at August 31, 2024

Balance at March 1, 2025

$ 496,761 $ 577,420 $ 550,166 $ 1,624,347

As discussed in Note 14, as of the beginning of fiscal year 2025, we realigned our operating segment structure with the renamed Building Adhesive Solutions segment, which includes all of the former Construction Adhesives goodwill.

A portion of the Engineering Adhesives goodwill was reclassified to the Building Adhesive Solutions segment based on the relative fair value approach.

Balances of amortizable identifiable intangible assets, excluding goodwill and other non-amortizable intangible assets, are as follows:

August 31, 2024

March 1, 2025

Amortizable Intangible Assets

6 unchanged sentences

$ 163,380 $ 618,557 $ 49,222 $ 2,904 $ 834,063

December 2, 2023

November 30, 2024

Amortizable Intangible Assets

2 unchanged sentences

$ 145,313 $ 1,063,210 $ 67,280 $ 10,031 $ 1,285,834

$ ( 343 ) $ ( 5,616 ) $ ( 150 ) $ ( 6,109 )

Accumulated amortization

2 unchanged sentences

$ 89,572 $ 638,789 $ 38,385 $ 3,019 $ 769,765

Amortization expense with respect to amortizable intangible assets was $ 22,149 and $ 20,820 for the three months ended August 31, 2024 and September 2, 2023 , respectively, and was $ 61,723 and $ 58,633 for the nine months ended August 31, 2024 and September 2, 2023 .

Amortization expense with respect to amortizable intangible assets was $ 20,880 and $ 20,355 for the three months ended March 1, 2025 and March 2, 2024 , respectively.

Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for the next five fiscal years is as follows:

3 unchanged sentences

Actual amounts may change from such estimated amounts due to fluctuations in foreign currency exchange rates, additional intangible asset acquisitions, potential impairment, accelerated amortization or other events.

Non-amortizable intangible assets as of August 31, 2024 and December 2, 2023 were $ 482 and $ 474 , respectively, and relate to trademarks and trade names.

The change in non-amortizable assets as of August 31, 2024 compared to December 2, 2023 was due to changes in foreign currency exchange rates.

Long-Term Debt

On March 4, 2024, we entered into a Refinancing and Incremental Amendment (the “Refinancing and Incremental Amendment”), which amended the Second Amended and Restated Credit Agreement dated as of February 15, 2023, as previously amended.

Pursuant to the Refinancing and Incremental Amendment under the Credit Agreement, the existing $ 794,000 principal amount of Term B loans (the “Amended TLB”) were refinanced and certain lenders to the Refinancing and Incremental Amendment made additional Term B loans to the Company in the principal amount of $ 200,000 , thereby increasing the aggregate principal amount of the Amended TLB to $ 994,000 .

Furthermore, the interest rate margins applicable to the Amended TLB were decreased by 25 basis points ( 0.25 % per annum) to 200 basis points for SOFR loans and 100 basis points for prime rate loans.

The additional $ 200,000 of proceeds will be used to finance our working capital needs and for general corporate purposes, including permitted acquisitions.

Interest on Term Loan B borrowings is payable at SOFR plus an interest rate spread of 200 basis points with a SOFR floor of 50 basis points ( 7.32 percent at August 31, 2024 ).

The maturity date of February 15, 2030 remains unchanged.

The commitment fee rates and interest rates applicable to the revolving credit facility and the Term Loan A facility remain unchanged.

Non-amortizable intangible assets as of March 1, 2025 and November 30, 2024 were $ 452 and $ 461 , respectively, and relate to trademarks and trade names.

The change in non-amortizable assets as of March 1, 2025 compared to November 30, 2024 was due to changes in foreign currency exchange rates.

Components of Net Periodic Benefit related to Pension and Other Postretirement Benefit Plans

Three Months Ended August 31, 2024 and September 2, 2023

Pension Benefits

Postretirement

Net periodic (benefit) cost:

$ - $ - $ 350 $ 422 $ - $ -

Interest cost

3,464 3,475 1,575 1,454 291 301

Expected return on assets

( 6,555 ) ( 7,205 ) ( 1,643 ) ( 1,785 ) ( 2,727 ) ( 2,465 )

Amortization:

Prior service cost

- - 16 16 - -

Actuarial loss

1,159 635 516 506 - -

Net periodic (benefit) cost

$ ( 1,932 ) $ ( 3,095 ) $ 814 $ 613 $ ( 2,436 ) $ ( 2,164 )

Nine Months Ended August 31, 2024 and September 2, 2023

Three Months Ended March 1, 2025 and March 2, 2024

Pension Benefits

17 unchanged sentences

The following table provides details of total comprehensive income (loss):

Three Months Ended August 31, 2024

Three Months Ended September 2, 2023

Three Months Ended March 1, 2025

Three Months Ended March 2, 2024

Fuller Stockholders

13 unchanged sentences

$ ( 13,096 ) $ ( 1,930 ) $ ( 15,026 ) $ 17 $ ( 14,783 ) $ ( 1,126 ) $ ( 15,909 ) $ ( 9 )

Comprehensive income

$ 55,980 $ 9 $ 41,037 $ 16

Nine Months Ended August 31, 2024

Nine Months Ended September 2, 2023

Fuller Stockholders

Net income attributable to H.B.

Fuller and non-controlling interest

$ 137,615 $ 32 $ 99,916 $ 71

Foreign currency translation adjustment¹

$ ( 12,922 ) $ - ( 12,922 ) ( 10 ) $ 14,070 $ - 14,070 ( 12 )

Defined benefit pension plans adjustment²

5,065 ( 1,257 ) 3,808 - 3,449 ( 877 ) 2,572 -

Interest rate swap³

( 23,851 ) 5,838 ( 18,013 ) - 19,557 ( 4,812 ) 14,745 -

Net investment hedges³

( 5,704 ) 1,386 ( 4,318 ) - ( 13,694 ) 3,370 ( 10,324 ) -

Other comprehensive (loss) income

$ ( 37,412 ) $ 5,967 $ ( 31,445 ) $ ( 10 ) $ 23,382 $ ( 2,319 ) $ 21,063 $ ( 12 )

Comprehensive income

Comprehensive (loss) income

$ ( 1,778 ) $ 33 $ 15,082 $ 12

1 Income taxes are not provided for foreign currency translation relating to indefinite investments in international subsidiaries.

2 Amounts reclassified from accumulated other comprehensive loss into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales and other income, net.

3 Amounts reclassified from accumulated other comprehensive loss into earnings is reported in other income, net.

The components of accumulated other comprehensive loss are as follows:

August 31, 2024

March 1, 2025

Foreign currency translation adjustment

10 unchanged sentences

$ ( 488,824 ) $ ( 488,421 ) $ ( 403 )

December 2, 2023

November 30, 2024

Foreign currency translation adjustment

10 unchanged sentences

$ ( 473,781 ) $ ( 473,395 ) $ ( 386 )

Income tax expense for the three and nine months ended August 31, 2024 includes $ 2,937 and $ 4,147 of discrete tax benefit, respectively, relating to an excess tax benefit on U.S.

stock compensation, as well as other various U.S.

and foreign tax matters.

Excluding the discrete tax benefit, the overall effective tax rate was 29.3 percent and 28.7 percent for the three and nine months ended August 31, 2024 , respectively.

Income tax expense for the three and nine months ended September 2, 2023 includes $ 6,243 and $ 9,130 of discrete tax expense, respectively, relating to various U.S.

Income tax expense for the three months ended March 1, 2025 includes $ 992 of discrete tax expense relating to various U.S.

and foreign tax matters.

Excluding the discrete tax expense, the overall effective tax rate was 27.1 percent and 28.5 percent for the three and nine months ended September 2, 2023 , respectively.

As of August 31, 2024 , we had a liability of $ 13,368 recorded for gross unrecognized tax benefits (excluding interest) compared to $ 14,254 as of December 2, 2023 .

As of August 31, 2024 and December 2, 2023 , we had accrued $ 6,622 and $ 6,310 of gross interest relating to unrecognized tax benefits, respectively.

Excluding the discrete tax expense, the overall effective tax rate was 26.5 percent for the three months ended March 1, 2025 .

Income tax expense for the three months ended March 2, 2024 includes $ 2,527 of discrete tax benefit relating to various foreign tax matters, as well as an excess tax benefit related to U.S.

stock compensation.

Excluding the discrete tax benefit, the overall effective tax rate was 27.4 percent for the three months ended March 2, 2024 .

As of March 1, 2025 , we had a liability of $ 15,807 recorded for gross unrecognized tax benefits (excluding interest) compared to $ 15,590 as of November 30, 2024 .

As of March 1, 2025 and November 30, 2024 , we had accrued $ 4,769 and $ 4,558 of gross interest relating to unrecognized tax benefits, respectively.

Earnings Per Share

1 unchanged sentence

Three Months Ended

Nine Months Ended

(Shares in thousands)

2 unchanged sentences

Equivalent shares from share-based compensations plans

1,675 1,639 1,746 1,611

Weighted-average common and common equivalent shares diluted

6 unchanged sentences

Share-based compensation awards for which total employee proceeds exceed the average market price over the applicable period have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share.

Share-based compensation awards of 517,442 and 1,025,337 shares for the three months ended August 31, 2024 and September 2, 2023 , respectively, and 957,127 and 1,164,870 shares for the nine months ended August 31, 2024 and September 2, 2023 , respectively, were excluded from diluted earnings per share calculations because they were antidilutive.

Share-based compensation awards of 2,140,479 and 1,138,264 shares for the three months ended March 1, 2025 and March 2, 2024 , respectively, were excluded from diluted earnings per share calculations because they were antidilutive.

Financial Instruments

As a result of being a global enterprise, our earnings, cash flows and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables.

Foreign currency exchange rates and fluctuations in those rates may affect the Company's net investment in foreign subsidiaries.

As a result of being a global enterprise, foreign currency exchange rates and fluctuations in those rates may affect the Company's net investment in foreign subsidiaries and our earnings, cash flows and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables.

We use foreign currency forward contracts, cross-currency swaps, interest rate swaps and net investment hedges to manage risks associated with foreign currency exchange rates and interest rates.

12 unchanged sentences

On February 28, 2023, after refinancing our debt, we amended t he 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 .

The combined fair value of the interest rate swap was a liability of $ 3,168 at August 31, 2024 and was included in other liabilities in the Consolidated Balance Sheets.

The combined fair value of the interest rate swap was an asset of $ 38 at March 1, 2025 and was included in other assets in the Consolidated Balance Sheets.

The swap was designated for hedge accounting treatment as a cash flow hedge.

2 unchanged sentences

On March 16, 2023, we entered into an interest rate swap agreement to convert $ 300,000 of our 1 -month SOFR debt to a fixed rate of 3.7210 percent that matures on February 15, 2028.

The combined fair value of the interest rate swap was a liability of $ 2,905 at August 31, 2024 and was included in other liabilities in the Consolidated Balance Sheets.

The combined fair value of the interest rate swap was a liability of $ 148 at March 1, 2025 and was included in other liabilities in the Consolidated Balance Sheets.

The swap was designated for hedge accounting treatment as a cash flow hedge.

2 unchanged sentences

On March 16, 2023, we entered into an interest rate swap agreement to convert $ 100,000 of our 1 -month SOFR debt to a fixed rate of 3.8990 percent that matures on February 15, 2028.

The combined fair value of the interest rate swap was a liability of $ 1,404 a t August 31, 2024 and was included i n other liabilities in the Consolidated Balance Sheets.

The combined fair value of the interest rate swap was a liability of $ 491 a t March 1, 2025 and was included i n other liabilities in the Consolidated Balance Sheets.

The swap was designated for hedge accounting treatment as a cash flow hedge.

1 unchanged sentence

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 (losses) gains recognized in Comprehensive Income related to derivative instruments designated as cash flow hedges are as follows:

The amounts of pretax losses recognized in Comprehensive Income related to derivative instruments designated as cash flow hedges are as follows:

Three Months Ended

Nine Months Ended

August 31, 2024

September 2, 2023

August 31, 2024

September 2, 2023

March 1, 2025

March 2, 2024

Interest rate swap contracts

6 unchanged sentences

These interest rate swap agreements mature on October 15, 2028.

The combined fair value of the interest rate swaps wa s a liability of $ 31,059 a t August 31, 2024 , and was included in ot her liabilities i n the Consolidated Balance Sheets.

The combined fair value of the interest rate swaps wa s a liability of $ 30,396 a t March 1, 2025 , and was included in ot her liabilities i n the Consolidated Balance Sheets.

The swaps were designated for hedge accounting treatment as fair value hedges.

8 unchanged sentences

We applied the practical expedients included in ASC 848, Reference Rate Reform .

As of August 31, 2024 , the combined fair value of the swaps w as a liability of $ 78,304 and was included in other liabilities in the Consol idated Balance Sheets.

As of March 1, 2025 , the combined fair value of the swaps w as a liability of $ 40,299 and was included in other liabilities in the Consol idated 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.

The amount in accumulated other comprehensive income (loss) related to net investment hedge cross-currency sw aps was a loss of $ 59,168 of August 31, 2024 .

The amounts of pretax loss recognized in comprehensive income related to the net investment he dge was $ 10,892 f or the three months ended August 31, 2024 .

As of August 31, 2024 , 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.

The amount in accumulated other comprehensive income (loss) related to net investment hedge cross-currency sw aps was a loss of $ 30,487 of March 1, 2025 .

The amounts of pretax gain recognized in comprehensive income related to the net investment he dge was $ 9,244 f or the three months ended March 1, 2025 .

As of March 1, 2025 , 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.

No amounts related to net investment hedges have been excluded from the assessment of hedge effectiveness.

5 unchanged sentences

See Note 12 for the fair value amounts of these derivative instruments.

As of August 31, 2024 , we had forward foreign currency contracts maturing betw een September 3, 2024 and February 5, 2025.

As of March 1, 2025 , we had forward foreign currency contracts maturing between March 3, 2025 a nd May 7, 2025.

The ma rk-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.

The amounts of pretax gains losses recognized in other income, net related to derivative instruments not designated as hedging instruments for the nine months ended August 31, 2024 and September 2, 2023 were $ 1,524 a nd $ 798 , respectively.

The amounts of pre tax gains recognized in other income, net related to derivative instruments not designated as hedging instruments for the three months ended March 1, 2025 and March 2, 2024 wer e $ 40 a nd $ 5,061 , respectively.

Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities in the customer base and their dispersion across many different industries and countries.

As of August 31, 2024 , there were no significant concentrations of credit risk.

As of March 1, 2025 , there were no significant concentrations of credit risk.

Fair Value Measurements

9 unchanged sentences

Balances Measured at Fair Value on a Recurring Basis

The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of August 31, 2024 and December 2, 2023 , and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of March 1, 2025 and November 30, 2024 , and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

Fair Value Measurements Using:

3 unchanged sentences

2,294 - 2,294 -

Interest rate swaps, cash flow hedge assets

Foreign exchange contract liabilities

5 unchanged sentences

40,299 - 40,299 -

Contingent consideration liability

Fair Value Measurements Using:

12 unchanged sentences

51,871 - 51,871 -

Contingent consideration liabilities

1,370 - - 1,370

The valuation of our contingent consideration liability related to the acquisition of TissueSeal and was $ 500 as of August 31, 2024 .

The contingent consideration of $ 870 related to the acquisition of GSSI was paid in the first quarter of 2024.

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.

The following table provides details of the contingent consideration liabilities:

Balance at December 2, 2023

Contingent consideration payment

Balance at August 31, 2024

Balances Measured at Fair Value on a Nonrecurring Basis

6 unchanged sentences

Balances Disclosed at Fair Value

Long-term debt had an estimated fair value of $ 2,019,615 and $ 1,785,199 as of August 31, 2024 and December 2, 2023 , respectively.

Long-term debt had an estimated fair value of $ 1,974,391 and $ 2,015,468 as of March 1, 2025 and November 30, 2024 , 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.

8 unchanged sentences

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 $ 3,974 and $ 5,034 as of August 31, 2024 and December 2, 2023 , respectively, for probable and reasonably estimable environmental remediation costs.

Of the amount reserved, $ 1,483 and $ 2,301 as of August 31, 2024 and December 2, 2023 , 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.

We recorded liabilities of $ 3,280 and $ 3,445 as of March 1, 2025 and November 30, 2024 , respectively, for probable and reasonably estimable environmental remediation costs.

Of the amount reserved, $ 970 and $ 1,055 as of March 1, 2025 and November 30, 2024 , respectively, is attributable to a facility we own in Simpsonville, South Carolina that is a designated site under CERCLA.

While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, we have concluded that these matters, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow.

15 unchanged sentences

A summary of the number of and settlement amounts for asbestos-related lawsuits and claims is as follows:

Nine Months Ended

Three Months Ended

3 Years Ended

August 31, 2024

September 2, 2023

December 2, 2023

March 1, 2025

March 2, 2024

November 30, 2024

Lawsuits and claims settled

12 unchanged sentences

The Company intends to vigorously defend itself against the claims outlined in this lawsuit.

As of August 31, 2024 , we are unable to estimate any possible loss or range of possible losses and have not recorded a loss contingency for this matter.

As of March 1, 2025 , we are unable to estimate any possible loss or range of possible losses and have not recorded a loss contingency for this matter.

Based on currently available information, we have concluded that the resolution of any pending matter, including asbestos-related litigation, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow.

4 unchanged sentences

Upon repurchasing shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid-in capital.

During the third quarter of 2024, we repurchased shares under this program with an aggregate value of $ 17,549 .

Of this amount, $ 225 reduced common stock and $ 17,324 reduced additional paid-in capital.

During the nine months ended August 31, 2024, we repurchased shares under this program with an aggregate value of $ 31,811 .

During the first quarter of 2025, we repurchased shares under this program with an aggregate value of $ 41,153 .

Of this amount, $ 678 reduced common stock and $ 40,475 reduced additional paid-in capital.

There were no shares repurchased under this program during the third quarter and first nine months of 2023.

There were no shares repurchased under this program during the first quarter of 2024.

We are required to report segment information in the same way that we internally organize our business for assessing performance and making decisions regarding allocation of resources.

5 unchanged sentences

Inter-segment revenues are recorded at cost plus a markup for administrative costs.

We have three reportable segments:

Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives.

The business components within each operating segment are managed to maximize the results of the overall operating segment rather than the results of any individual business component of the operating segment.

Results of individual components of each operating segment are subject to numerous allocations of segment-wide costs that may or may not have been focused on that particular component for a particular reporting period.

The costs for these allocated resources are not tracked on a "where-used" basis as financial performance is assessed at the total operating segment level.

As of November 30, 2024, our three operating segments consisted of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives.

As of the beginning of fiscal 2025, we reorganized our operating segments by selling our North American Flooring business ("NA Flooring"), previously part of the Construction Adhesives operating segment, and combining our Insulated Glass, Woodworking and Composite businesses, previously part of the Engineering Adhesives operating segment, with Construction Adhesives Roofing and Building Envelope and Infrastructure businesses to form the newly named Building Adhesive Solutions operating segment.

All financial results related to NA Flooring have been moved to our Corporate Unallocated segment.

Prior period segment information has been recast retrospectively to reflect the realignment.

Operating results of each of these segments are regularly reviewed by our chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance.

The table below provides certain information regarding net revenue and operating income (loss) for each of our operating segments.

Three Months Ended

August 31, 2024

September 2, 2023

Income (Loss)

Hygiene, Health and Consumable Adhesives

$ 389,854 $ 49,782 $ 402,388 $ 52,737

Engineering Adhesives

374,923 52,865 365,862 52,931

Construction Adhesives

153,150 12,543 132,384 5,853

Total segment

$ 917,927 $ 115,190 $ 900,634 $ 111,521

Corporate Unallocated

- ( 10,849 ) - ( 20,202 )

$ 917,927 $ 104,341 $ 900,634 $ 91,319

Nine Months Ended

August 31, 2024

September 2, 2023

March 1, 2025

March 2, 2024

Income (Loss)

4 unchanged sentences

236,758 28,051 226,075 25,820

Construction Adhesives

Building Adhesive Solutions

183,680 6,577 179,666 7,139

6 unchanged sentences

Three Months Ended

Nine Months Ended

Operating income

1 unchanged sentence

Other income, net

2,148 1,555 7,282 4,764

Interest expense

1 unchanged sentence

Interest income

1,092 1,128 3,597 2,726

Income before income taxes and income from equity method investments

$ 18,712 $ 37,782

The table below provides total assets as of November 30, 2024, restated for our new operating segments:

Hygiene, Health and Consumable Adhesives

Engineering Adhesives

Building Adhesive Solutions

We view the following disaggregation of net revenue by geographic region as useful to understanding the composition of revenue recognized during the respective reporting periods:

Three Months Ended August 31, 2024

Hygiene, Health

and Consumable

$ 222,605 $ 164,343 $ 115,464 $ 502,412

115,960 109,742 29,387 255,089

51,289 100,838 8,299 160,426

$ 389,854 $ 374,923 $ 153,150 $ 917,927

Three Months Ended September 2, 2023

Hygiene, Health

and Consumable

$ 227,947 $ 147,115 $ 100,510 $ 475,572

127,080 109,151 23,443 259,674

47,361 109,596 8,431 165,388

$ 402,388 $ 365,862 $ 132,384 $ 900,634

Nine Months Ended August 31, 2024

Three Months Ended March 1, 2025

Hygiene, Health

4 unchanged sentences

$ 368,225 $ 236,758 $ 183,680 $ - $ 788,663

Nine Months Ended September 2, 2023

Three Months Ended March 2, 2024

Hygiene, Health

5 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.

What changed 10-Q

Item 1. Financial Statements