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What changed in FULLER H B CO's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FULLER H B CO's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+258 added−229 removedSource: 10-K (2026-01-22) vs 10-K (2025-01-23)

Top changes in FULLER H B CO's 2025 10-K

258 paragraphs added · 229 removed · 202 edited across 7 sections

Item 1. Business

Business — how the company describes what it does

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Biggest changeWe are taking specific actions to foster inclusion and diversity into our culture. Learning resources have been implemented to support greater awareness and understanding of the behaviors expected from employees. We have introduced employee resource groups, a structured mentoring program and focused development programs with the goal of creating meaningful opportunities for employees.
Biggest changeWe have introduced employee resource groups, a structured mentoring program and focused development programs with the goal of creating meaningful opportunities for all employees. We are a global company and strategically source the best talent from around the world. Talent Development We recognize how important it is for our colleagues to develop and progress in their careers.
It is one of the tools we use to recruit and retain, and it is seen as the preferred benefit by most employees. Employees in the United States earning below $56,000 each year have 100% of their individual medical premiums covered by the Company in the form of a medical premium reimbursement.
It is one of the tools we use to recruit and retain, and it is seen as the preferred benefit by most employees. Employees in the United States earning below $60,000 each year have 100% of their individual medical premiums covered by the Company in the form of a medical premium reimbursement.
Sales operations span 35 countries in North America, Europe, Latin America, Asia Pacific, India, the Middle East and Africa. Industrial adhesives represent our core product offering, which help improve the performance of our customers’ products or improve their manufacturing processes.
Sales operations span 34 countries in North America, Europe, Latin America, Asia Pacific, India, the Middle East and Africa. Industrial adhesives represent our core product offering, which help improve the performance of our customers’ products or improve their manufacturing processes.
U.S. trademark registrations are for a term of ten years and are renewable every ten years as long as the trademarks are used in the regular course of trade. 6 Table of Contents Research and Development Our investment in research and development creates new and innovative adhesive technology platforms, enhances product performance, ensures a competitive cost structure and leverages available raw materials.
U.S. trademark registrations are for a term of ten years and are renewable every ten years as long as the trademarks are used in the regular course of trade. Research and Development Our investment in research and development creates new and innovative adhesive technology platforms, enhances product performance, ensures a competitive cost structure and leverages available raw materials.
Health and Safety The health and safety of our employees and anyone who enters our workplace is important, and we believe that nothing we do is worth getting hurt for. We have a strong environmental, health and safety program that focuses on implementing policies and training programs, as well as performing self-audits to enhance workplace safety.
Health and Safety The health and safety of our employees and anyone who enters our workplace is of the utmost importance, and we believe that nothing we do is worth getting hurt for. We have a strong environmental, health and safety program that focuses on implementing policies and training programs, as well as performing self-audits to enhance workplace safety.
Our leading customers include manufacturers of food and beverages, hygiene products, clothing, major appliances, electronics, automobiles, aerospace and defense products, solar energy systems, filters, construction materials, wood flooring, furniture, cabinetry, windows, doors, tissue and towel, corrugation, tube winding, packaging, and tapes and labels.
Our leading customers include manufacturers of food and beverages, hygiene products, clothing, major appliances, electronics, automobiles, aerospace and defense products, solar energy systems, filters, construction materials, roofing systems, furniture, cabinetry, windows, doors, tissue and towel, corrugation, tube winding, packaging, and tapes and labels.
Campe 51 Senior Vice President, International Growth December 2021 - Present Senior Vice President, Global Hygiene, Health and Consumable Adhesives August 2019 - November 2021 John J.
Campe 52 Senior Vice President, International Growth December 2021 - Present Senior Vice President, Global Hygiene, Health and Consumable Adhesives August 2019 - November 2021 John J.
Corkrean 59 Executive Vice President and Chief Financial Officer May 2016 - Present Xinyu Du 53 Senior Vice President, Global Research & Development January 2025 - Present Vice President, Engineering Adhesives Asia Pacific and Global Product Management July 2023 - December 2024 Vice President, Engineering Adhesives Asia Pacific and Global Automotive and Aerospace October 2021 - July 2023 Vice President, Engineering Adhesives Asia Pacific and Global Durable Assembly August 2019 - October 2021 James J.
Corkrean 60 Executive Vice President and Chief Financial Officer May 2016 - Present Xinyu Du 54 Senior Vice President, Global Research & Development January 2025 - Present Vice President, Engineering Adhesives Asia Pacific and Global Product Management July 2023 - December 2024 Vice President, Engineering Adhesives Asia Pacific and Global Automotive and Aerospace October 2021 - July 2023 Vice President, Engineering Adhesives Asia Pacific and Global Durable Assembly August 2019 - October 2021 James J.
However, we compete effectively due to the quality and breadth of our adhesives, sealants and specialty chemical portfolio and the experience and expertise of our commercial organizations. Within the adhesives and other specialty chemical markets, we believe few suppliers have comparable global reach and corresponding ability to deliver quality and consistency to multinational customers.
Competition Our markets are highly competitive, however, we compete effectively due to the quality and breadth of our adhesives, sealants and specialty chemical portfolio and the experience and expertise of our commercial organizations. Within the adhesives and other specialty chemical markets, we believe few suppliers have comparable global reach and corresponding ability to deliver quality and consistency to multinational customers.
Seasonality Our operating segments have historically had lower net revenue in winter months, which is primarily our first fiscal quarter, mainly due to international holidays and the seasonal decline in construction and consumer spending activities. 7 Table of Contents Information About Our Executive Officers The following table shows the name, age and business experience for the past five years of the executive officers as o f January 23, 2025.
Seasonality Our operating segments have historically had lower net revenue in winter months, which is primarily our first fiscal quarter, mainly due to international holidays and the seasonal decline in construction and consumer spending activities. 5 Table of Contents Information About Our Executive Officers The following table shows the name, age and business experience for the past five years of the executive officers as o f January 22, 2026.
Where we refer to 2024, 2023 and 2022 herein, the reference is to our fiscal years ended November 30, 2024, December 2, 2023, and December 3, 2022, respectively. We are a leading worldwide formulator, manufacturer and marketer of adhesives, sealants and other specialty chemical products.
Where we refer to 2025, 2024 and 2023 herein, the reference is to our fiscal years ended November 29, 2025, November 30, 2024, and December 2, 2023, respectively. We are a leading worldwide formulator, manufacturer and marketer of adhesives, sealants and other specialty chemical products.
Lorenz 47 Senior Vice President, Human Resources & Communication January 2025 - Present Senior Vice President, Human Resources, Skywater Technology (semiconductor manufacturer) December 2023 - December 2024 Vice President, Human Resources, 3M Transportation and Electronics Business Group, a division of 3M Company January 2021 - December 2023 Vice President, Human Resources, Corporate Staff Services, 3M Company (diversified manufacturer) January 2020 - January 2021 João Magalhaes 1 45 Senior Vice President, Engineering Adhesives Beginning March 2025 Vice President, Engineering Adhesives, Global Mobility December 2023 - Present Vice President, Engineering Adhesives, Global Wood and Composites February 2021 - November 2023 Business Director EIMEA, Durable Assembly November 2018 - January 2021 M.
Lorenz 48 Senior Vice President, Human Resources & Communication January 2025 - Present Senior Vice President, Human Resources, Skywater Technology (semiconductor manufacturer) December 2023 - December 2024 Vice President, Human Resources, 3M Transportation and Electronics Business Group, a division of 3M Company January 2021 - December 2023 Vice President, Human Resources, Corporate Staff Services, 3M Company (diversified manufacturer) January 2020 - January 2021 João Magalhaes 46 Senior Vice President, Engineering Adhesives March 2025 - Present Vice President, Engineering Adhesives, Global Mobility December 2023 - Present Vice President, Engineering Adhesives, Global Wood and Composites February 2021 - November 2023 Business Director EIMEA, Durable Assembly November 2018 - January 2021 M.
Shahbaz Malik 57 Senior Vice President, Building Adhesives Solutions December 2024 - Present Senior Vice President, Construction Adhesives December 2019 - December 2024 Gregory O. Ogunsanya 50 Senior Vice President, General Counsel and Corporate Secretary October 2023 - Present Vice President, Assistant General Counsel, Securities and Governance, Stanley Black & Decker Inc.
Shahbaz Malik 58 Senior Vice President, Building Adhesives Solutions December 2024 - Present Senior Vice President, Construction Adhesives December 2019 - December 2024 Gregory O. Ogunsanya 51 Senior Vice President, General Counsel and Corporate Secretary October 2023 - Present Vice President, Assistant General Counsel, Securities and Governance, Stanley Black & Decker Inc.
The vast majority of the products sold within any region are produced within the region, and the respective regions do not import significant amounts of product from other regions. As of November 30, 2024, we had sales offices and manufacturing plants in 25 countries outside the United States and satellite sales offices in another 9 countries.
The vast majority of the products sold within any region are produced within the region, and the respective regions do not import significant amounts of product from other regions. As of November 29, 2025, we had sales offices and manufacturing plants in 24 countries outside the United States and satellite sales offices in another 9 countries.
Approximately 450 U.S. employees are subject to collective bargaining agreements with various unions. Approximately 750 employees in foreign countries are subject to collective bargaining agreements. Overall, we consider our employee relations to be good.
Approximately 400 U.S. employees are subject to collective bargaining agreements with various unions. Approximately 850 employees in foreign countries are subject to collective bargaining agreements. Overall, we consider our employee relations to be good.
Various legislation, regulations and international accords pertaining to climate change have been implemented or are being considered for implementation, particularly as they relate to the reduction of greenhouse gas emissions, such as the EU's Corporate Sustainability Reporting Directive ("CSRD"), California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, the Securities and Exchange Commission's ("SEC") Enhancement and Standardization of Climate-Related Disclosures for Investors, and other new and proposed regulatory frameworks.
Various legislation, regulations and international accords pertaining to climate change have been implemented or are being considered for implementation, particularly as they relate to the reduction of greenhouse gas emissions, such as the EU's Corporate Sustainability Reporting Directive ("CSRD"), California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, and other new and proposed regulatory frameworks.
Expenditures to comply with environmental regulations over the next two years are estimated to be approximately $20.9 million, including approximately $0.3 million of capital expenditures. See additional disclosure under Item 3. Legal Proceedings.
Expenditures to comply with environmental regulations over the next two years are estimated to be approximately $22.6 million, including approximately $2.6 million of capital expenditures. See additional disclosure under Item 3. Legal Proceedings.
East 60 Executive Vice President, Hygiene, Health and Consumable Adhesives December 2022 - Present Senior Vice President, Hygiene, Health and Consumable Adhesives October 2021 - December 2022 Vice President, Engineering Adhesives Americas and Global Director Automotive April 2018 - October 2021 8 Table of Contents Laura J.
East 61 Executive Vice President, Hygiene, Health and Consumable Adhesives December 2022 - Present Senior Vice President, Hygiene, Health and Consumable Adhesives October 2021 - December 2022 Vice President, Engineering Adhesives Americas and Global Director Automotive April 2018 - October 2021 Laura J.
These laws may directly impact the Company, however we have not determined the extent of potential disclosures or other reporting requirements. We continue to monitor the development and implementation of such legislation and regulations.
These laws may directly impact the Company and we are currently assessing the extent of potential disclosures or other reporting requirements. We continue to monitor the development and implementation of such legislation and regulations.
Our products are delivered directly to customers primarily from our manufacturing and distribution facilities, with additional deliveries made through distributors and retailers. Human Capital Resources and Management Employees and Labor Relations As of November 30, 2024, we have approximately 7,500 employees in 45 countries, including approximately 2,800 employees based in the U.S.
Our products are delivered directly to customers primarily from our manufacturing and distribution facilities, with additional deliveries made through distributors. 3 Table of Contents Human Capital Resources and Management Employees and Labor Relations As of November 29, 2025, we have approximately 7,100 employees in 44 countries, including approximately 2,500 employees based in the U.S.
Mastin 56 President and Chief Executive Officer Executive Vice President and Chief Operating Officer Chief Executive Officer, PetroChoice Lubrication Solutions (leading lubricant distributor, providing solutions across the industrial, commercial and passenger vehicle customer segments) December 2022 - Present March - December 2022 2018 - 2022 Zhiwei Cai 62 Executive Vice President, Engineering Adhesives August 2019 - Present Heather A.
Mastin 57 President and Chief Executive Officer Executive Vice President and Chief Operating Officer Chief Executive Officer, PetroChoice Lubrication Solutions (leading lubricant distributor, providing solutions across the industrial, commercial and passenger vehicle customer segments) December 2022 - Present March - December 2022 2018 - 2022 Heather A.
We own numerous trademarks and service marks in various countries. Trademarks, such as H.B. Fuller®, Swift®, Advantra®, Clarity®, Earthic™, Sesame®, Foster®, Rakoll®, Rapidex®, Full-Care®, Thermonex®, Silaprene®, Eternabond®, Cilbond®, HydroArmor®, Ködispace®, Weld Mount®, TONSAN®, SecurePortIV®, Sugriseal® and Vibra-Tite® are important in marketing products. Many of our trademarks and service marks are registered.
Fuller®, Swift®, Advantra®, Clarity®, Earthic™, Sesame®, Foster®, Rakoll®, Rapidex®, Full-Care®, Thermonex®, Silaprene®, Eternabond®, Cilbond®, HydroArmor®, Ködispace®, Weld Mount®, TONSAN®, SecurePortIV®, Surgiseal®, Vibra-Tite® and GLUBRAN® are important in marketing products. Many of our trademarks and service marks are registered.
We do not conduct any business in the following countries that are subject to U.S. economic sanctions: Cuba, Iran, North Korea, Syria and the Crimea region of the Ukraine. Competition Many of our markets are highly competitive.
We do not conduct any business in the following countries that are subject to U.S. economic san ctions: Cuba, Iran, North Korea, Syria and the Crimea region of the Ukraine.
In addition, we have established a variety of product offerings for residential, commercial and industrial construction markets, including sealing and waterproofing solutions for airports, roads, highways, bridges and utilities; pressure-sensitive adhesives, tapes and sealants for the commercial roofing industry; and level-setting products, ready-to-use grouts, mortars, and pressure sensitive adhesives that enable contractors and do-it-yourself consumers to quickly install flooring and tiling applications more reliably and efficiently.
In addition, we have established a variety of product offerings for residential, commercial and industrial construction markets, including sealing and waterproofing solutions for roads, highways, bridges and utilities; pressure-sensitive adhesives, tapes and sealants for the commercial roofing industry and pressure sensitive adhesives that enable contractors and do-it-yourself consumers to complete construction projects more reliably and efficiently.
We also provide our customers with technical support and unique solutions designed to address their specific needs. We have three reportable segments: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives.
We also provide our customers with technical support and unique solutions designed to address their specific needs. As of November 30, 2024, our three operating segments consisted of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives.
We generally avoid sole source supplier arrangements for raw materials. The majority of our raw materials are petroleum/natural gas-based derivatives, therefore the cost of crude oil and natural gas can impact the cost of our raw materials. Under normal conditions, raw materials are available on the open market. Prices and availability are subject to supply and demand market mechanisms.
We generally avoid sole source supplier arrangements for raw materials. The majority of our raw materials are petroleum/natural gas-based derivatives, therefore the cost of crude oil and natural gas can impact the cost and availability of our raw materials however, prices and availability are more impacted by supply and demand market mechanisms.
Raw material costs, including costs for unique or specialty chemicals used in the manufacturing of our products, are primarily determined by the balance of supply against the aggregate demand from the adhesives industry and other industries that use the same raw material streams.
Raw material costs, including costs for unique or specialty chemicals used in the manufacturing of our products, are primarily determined by the balance of supply against the aggregate demand from the adhesives industry and other industries that use the same raw material streams. 4 Table of Contents Patents, Trademarks and Licenses Much of the technology we use in our products and manufacturing processes is available in the public domain.
June 2022 - September 2023 Vice President Legal, Stanley Industrial, a division of Stanley Black & Decker, Inc. (the world’s largest tool company) October 2020 - June 2022 Vice President and Deputy General Counsel, Safety and Productivity Solutions, Honeywell International, Inc. November 2019 - October 2020 Nathaniel D.
June 2022 - September 2023 Vice President Legal, Stanley Industrial, a division of Stanley Black & Decker, Inc. (the world’s largest tool company) October 2020 - June 2022 Nathaniel D.
Patents, Trademarks and Licenses Much of the technology we use in our products and manufacturing processes is available in the public domain. For technology not available in the public domain, we rely on trade secrets and patents when appropriate to protect our competitive position. We also license some patented technology from other sources.
For technology not available in the public domain, we rely on trade secrets and patents when appropriate to protect our competitive position. We also license some patented technology from other sources. Our business is not materially dependent upon licenses or similar rights or on any single patent or group of related patents.
We pride ourselves on long-term, collaborative customer relationships and a diverse portfolio of customers in which no single customer accounted for more than 10 percent of consolidated net revenue.
Customers We have cultivated strong, integrated relationships with a diverse set of customers worldwide. Our customers are among the technology and market leaders in consumer goods, construction and industrial markets. We pride ourselves on long-term, collaborative customer relationships and a diverse portfolio of customers in which no single customer accounted for more than 10 percent of consolidated net revenue.
The multinational competitors typically maintain a broad product offering and range of technology, while regional or specialty companies tend to have limited or more focused product ranges and technology.
The multinational competitors typically maintain a broad product offering and range of technology, while regional or specialty companies tend to have limited or more focused product ranges and technology. Principal competitive factors in the sale of adhesives and other specialty chemicals are product performance, supply assurance, technical service, quality, price and customer service.
Magalhaes has been appointed to the role of Senior Vice President, Engineering Adhesives, effective March 1, 2025. 9 Table of Contents Available Information For more information about us, visit our website at: www.hbfuller.com. We file annual, quarterly and current reports, proxy statements and other information with the SEC via EDGAR.
Weaver 51 Executive Vice President, Business Transformation December 2024 - Present Senior Vice President, Human Resources December 2022 - November 2024 Vice President, Human Resources March 2020 - December 2022 Available Information For more information about us, visit our website at: www.hbfuller.com. We file annual, quarterly and current reports, proxy statements and other information with the SEC via EDGAR Next.
Fuller Foundation and the thousands of employee volunteer hours each year. 5 Table of Contents I nclusion and Diversit y We place strong value on collaboration and we believe that working together leads to better outcomes for our customers. This extends to the way we treat each other as team members.
Finally, we continue to take great pride in our focus on giving back to the communities in which we operate through the giving efforts of the H.B. Fuller Foundation and the thousands of employee volunteer hours each year. I nclusion We place strong value on collaboration, and we believe that working together leads to better outcomes for our customers.
We strive to create an environment where innovative ideas can flourish by demonstrating respect for each other and valuing the diverse opinions, background and viewpoints of employees. We believe that diversity in our teams leads to new ideas, helps us solve problems and allows us to better connect with our global customer base.
This extends to the way we treat each other as team members. We strive to create an environment where innovative ideas can flourish by demonstrating respect for each other and valuing the diverse opinions, background and viewpoints of employees.
Our business is not materially dependent upon licenses or similar rights or on any single patent or group of related patents. We enter into agreements with many employees to protect rights to technology and intellectual property. Confidentiality commitments also are routinely obtained from customers, suppliers and others to safeguard proprietary information.
We enter into agreements with many employees to protect rights to technology and intellectual property. Confidentiality commitments also are routinely obtained from customers, suppliers and others to safeguard proprietary information. We own numerous trademarks and service marks in various countries. Trademarks, such as H.B.
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Principal competitive factors in the sale of adhesives and other specialty chemicals are product performance, supply assurance, technical service, quality, price and customer service. 4 Table of Contents Customers We have cultivated strong, integrated relationships with a diverse set of customers worldwide. Our customers are among the technology and market leaders in consumer goods, construction and industrial markets.
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As of the beginning of fiscal 2025, we reorganized our operating segments by selling our North America Flooring business, previously part of the Construction Adhesives operating segment, and combining our Insulating 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 Building Adhesive Solutions operating segment.
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Finally, we continue to take great pride in our focus on giving back to the communities in which we operate through the giving efforts of the H.B.
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The change in operating segments was based on how we internally organize our business for assessing performance and making decisions regarding allocation of resources. The financial information in this Annual Report is provided on a retrospective basis as if the changes had taken place at the beginning of the fiscal year ended December 2, 2023.
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We have adjusted our recruiting practices to ensure we are getting the right level of exposure to diverse candidates. Talent Development We recognize how important it is for our colleagues to develop and progress in their careers.
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We believe that this approach leads to new ideas, helps us solve problems and allows us to better connect with our global customer base. We are intentional in our efforts to nurture our culture of inclusion. Learning resources have been implemented to support greater awareness and understanding of the behaviors expected from employees.
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Weaver 49 Executive Vice President, Business Transformation December 2024 - Present Senior Vice President, Human Resources December 2022 - November 2024 Vice President, Human Resources March 2020 - December 2022 Director, Human Resources 2017 - March 2020 1 Mr.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn addition, the failure to either deliver the application on time or anticipate the necessary readiness and training needs could lead to business disruption and loss of business. Failure or abandonment of any part of the ERP system could result in a write-off of part or all of the costs that have been capitalized on the project.
Biggest changeFailure or abandonment of any part of the ERP system could result in a write-off of part or all of the costs that have been capitalized on the project. Risks associated with acquisitions and divestitures could have an adverse effect on us and the inability to execute organizational restructuring may affect our results.
Unexpected events, including global pandemics, natural disasters and severe weather events, fires or explosions at our facilities or those of our suppliers, acts of war or terrorism, supply disruptions or breaches of security of our information technology systems could increase the cost of doing business or otherwise harm our operations, our customers and our suppliers.
Unexpected events, including global pandemics, natural disasters and severe weather events, droughts, fires or explosions at our facilities or those of our suppliers, acts of war or terrorism, supply disruptions or breaches of security of our information technology systems could increase the cost of doing business or otherwise harm our operations, our customers and our suppliers.
We experience substantial competition in each of the operating segments and geographic areas in which we operate. Our wide variety of products are sold in numerous markets, each of which is highly competitive. Our competitive position in markets is, in part, subject to external factors.
We experience substantial competition in each of the operating segments and geographic areas in which we operate. Our wide variety of products are sold in numerous markets, each of which is competitive. Our competitive position in markets is, in part, subject to external factors.
Implementation of Project ONE began in our North America adhesives business in 2014 and, through 2024, we completed implementation of this system in various parts of our business including Latin America (except Brazil), Australia and various other businesses in North America and Europe, India, Middle East and Africa (EIMEA).
Implementation of Project ONE began in our North America adhesives business in 2014 and, through 2025, we completed implementation of this system in various parts of our business including Latin America (except Brazil), Australia and various other businesses in North America and Europe, India, Middle East and Africa (EIMEA).
We could experience a negative impact on our operating results, profitability, customer relationships and future cash flows. Fluctuations and volatility in exchange rates between the U.S. dollar and other currencies could potentially result in increases or decreases in net revenue, cost of raw materials and earnings and may adversely affect the value of our assets outside the United States.
We could experience a negative impact on our operating results, profitability, customer relationships and future cash flows. 8 Table of Contents Fluctuations and volatility in exchange rates between the U.S. dollar and other currencies could potentially result in increases or decreases in net revenue, cost of raw materials and earnings and may adversely affect the value of our assets outside the United States.
This could negatively impact our earnings, cash flows and our ability to grow. For example, a one percentage point increase in the average interest rate on our floating rate debt at November 30, 2024 would increase future interest expense by approxim ately $6.0 milli on per year.
This could negatively impact our earnings, cash flows and our ability to grow. For example, a one percentage point increase in the average interest rate on our floating rate debt at November 29, 2025 would increase future interest expense by approxim ately $6.6 milli on per year.
Our failure to comply with these regulatory regimes may result in significant liabilities or penalties. 10 Table of Contents Security breaches resulting in unauthorized access to our data, including any data regarding our employees, customers or vendors, expose us to risks.
Our failure to comply with these regulatory regimes may result in significant liabilities or penalties. Security breaches resulting in unauthorized access to our data, including any data regarding our employees, customers or vendors, expose us to risks.
The decision to repatriate foreign earnings could result in higher withholding taxes. Financial Risks We may be required to record impairment charges on our goodwill or long-lived assets.
The decision to repatriate foreign earnings could result in higher withholding taxes. 10 Table of Contents Financial Risks We may be required to record impairment charges on our goodwill or long-lived assets.
In addition, our profitability is dependent on our ability to drive sustainable productivity improvements such as cost savings through organizational restructuring. Delays or unexpected costs may prevent us from realizing the full operational and financial benefits of such restructuring initiatives and may potentially disrupt our operations.
In addition, our profitability is dependent on our ability to drive sustainable productivity improvements such as cost savings through organizational restructuring, including our Quantum Leap global supply chain restructuring initiative. Delays or unexpected costs may prevent us from realizing the full operational and financial benefits of such restructuring initiatives and may potentially disrupt our operations.
It is not possible to predict the broader or longer-term consequences of that conflict or the ongoing conflict in the Middle East, which could include further sanctions, embargoes, regional instability, energy shortages, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets.
It is not possible to predict the broader or longer-term consequences of that conflict or other military conflicts, which could include further sanctions, embargoes, regional instability, energy shortages, geopolitical shifts and adverse effects on macroeconomic conditions, security conditions, currency exchange rates and financial markets.
In 2024, the change in foreign currencies negatively impacted our net revenue by approximately $34.9 million. In 2024, we spent approximately $1.8 billion for raw materials worldwide of which approximately $1.0 billion was purchased outside the United States.
In 2025, the change in foreign currencies negatively impacted our net revenue by approximately $20.1 million. In 2025, we spent approximately $1.7 billion for raw materials worldwide of which approximately $0.9 billion was purchased outside the United States.
In addition, we could be required to provide increased pension plan funding. As a result, our financial results could be negatively impacted. In a rising interest rate environment, more costly debt and reduced access to capital markets may affect our ability to invest in strategic growth initiatives such as acquisitions.
As a result, our financial results could be negatively impacted. In a rising interest rate environment, more costly debt and reduced access to capital markets may affect our ability to invest in strategic growth initiatives such as acquisitions.
Based on 2024 financial results, a hypothetical one percent change in our cost of sales due to foreign currency rate changes would have resulted in a change in net income of approximately $8.4 million or $0.15 per diluted share.
Based on 2025 financial results, a hypothetical one percent change in our cost of sales due to foreign currency rate changes would have resulted in a change in net income of approximately $9.1 million or $0.17 per diluted share.
Failure to develop and/or acquire new products and protect our intellectual property could negatively impact our future performance and growth. Ongoing innovation and product development are important factors in our competitiveness, as is acquisition of new technologies. Failure to create and/or acquire new products and generate new ideas could negatively impact our ability to grow and deliver strong financial results.
Failure to develop and/or acquire new products and protect our intellectual property could negatively impact our future performance and growth. Ongoing innovation and product development are important factors in our competitiveness, as is acquisition of new technologies.
We are in the process of implementing a global Enterprise Resource Planning (“ERP”) system, including the upgrade to SAP S/4HANA® at the beginning of fiscal 2025, that we refer to as Project ONE, which will upgrade and standardize our information system.
We are in the process of implementing a global Enterprise Resource Planning (“ERP”) system, that we refer to as Project ONE, which will upgrade and standardize our information system.
We are subject to income tax laws and regulations in the United States and various foreign jurisdictions. Significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Our income tax liabilities are dependent upon the location of earnings among these different jurisdictions.
Significant judgment is required in evaluating and estimating our provision and accruals for these taxes. Our income tax liabilities are dependent upon the location of earnings among these different jurisdictions.
Our business exposes us to potential product liability, warranty, and tort claims, as well as recalls and regulatory enforcement actions, which may negatively impact our operations, financial results, and reputation.
Deficiencies in our regulatory reporting may also reduce customer confidence or otherwise negatively impact our reputation. Our business exposes us to potential product liability, warranty, and tort claims, as well as recalls and regulatory enforcement actions, which may negatively impact our operations, financial results, and reputation.
We are experiencing increased compliance burdens and costs to meet the regulatory obligations and these regulatory obligations may adversely affect raw material sourcing, manufacturing operations and the distribution of our products.
We are experiencing increased compliance burdens and costs to meet the regulatory obligations, and these obligations may adversely affect raw material sourcing, manufacturing operations, and the distribution of our products. Failure to comply with expanding regulatory requirements may result in fines, penalties, and increased compliance costs, impacting our financial results.
Item 1A. Risk Factors As a global manufacturer of adhesives, sealants and other specialty chemical products, we operate in a business environment that is subject to various risks and uncertainties. Below are the most significant factors that could adversely affect our business, financial condition and results of operations.
Item 1A. Risk Factors As a global manufacturer of adhesives, sealants and other specialty chemical products, we operate in a business environment that is subject to various risks and uncertainties.
Appr oximately 55 percent, or $1.9 billion, of our net revenue was generated outside the United States in 2024. International operations could be adversely affected by changes in economic, political, regulatory, and social conditions, especially in Brazil, Russia, China, the Middle East, including Turkey and Egypt, and other developing or emerging markets where we do business.
International operations could be adversely affected by changes in economic, political, regulatory, and social conditions, especially in Brazil, Russia, China, the Middle East, including Turkey and Egypt, and other developing or emerging markets where we do business.
Distressed financial markets may result in dramatic deflation of financial asset valuations and high interest rates may disrupt the availability of capital . Adverse equity market conditions and volatility in the credit markets could have a negative impact on the value of our pension trust assets, our future estimated pension liabilities and other postretirement benefit plans.
Distressed financial markets may result in disruption to the availability of capital . Adverse equity market conditions and volatility in the credit markets could have a negative impact on the value of our pension trust assets, our future estimated pension liabilities and other postretirement benefit plans. In addition, we could be required to provide increased pension plan funding.
Risks associated with acquisitions and divestitures could have an adverse effect on us and the inability to execute organizational restructuring may affect our results. As part of our growth strategy, we have made, and will likely continue to make, acquisitions of complementary businesses or products and divestitures of businesses or products that do not align with our portfolio optimization strategy.
As part of our growth strategy, we have made, and will likely continue to make, acquisitions of complementary businesses or products and divestitures of businesses or products that do not align with our portfolio optimization strategy.
We continually apply for and obtain U.S. and foreign patents to protect the results of our research for use in our operations and licensing. We are party to a number of patent licenses and other technology agreements. We rely on patents, confidentiality agreements and internal security measures to protect our intellectual property.
Failure of our products to work as predicted could lead to liability and damage to our reputation. We continually apply for and obtain U.S. and foreign patents to protect the results of our research for use in our operations and licensing. We are party to a number of patent licenses and other technology agreements.
In addition, the reduced credit availability could limit our customers’ ability to invest in their businesses, refinance maturing debt obligations, or meet their ongoing working capital needs.
In addition, the reduced credit availability could limit our customers’ ability to invest in their businesses, refinance maturing debt obligations, or meet their ongoing working capital needs. If these customers do not have sufficient access to the financial markets, demand for our products may decline.
Failure to protect this intellectual property could negatively affect our future performance and growth. Our operations may present health and safety risks.
We rely on patents, confidentiality agreements and internal security measures to protect our intellectual property. Failure to protect this intellectual property could negatively affect our future performance and growth. 7 Table of Contents Our operations may present health and safety risks.
The Organization for Economic Co-operation and Development ("OECD"), an international association of 38 countries including the United States, finalized and adopted numerous changes to long-standing tax principles.
The Organization for Economic Co-operation and Development ("OECD"), an international association of 38 countries including the United States, finalized and adopted numerous changes to long-standing tax principles. Certain of these changes became effective for the Company in 2025 and will likely increase tax uncertainty and may adversely affect our provision for income taxes.
From time to time, the prices and availability of these raw materials may fluctuate, which could impair our ability to procure necessary materials, or increase the cost of manufacturing products.
The substitution of key raw materials requires us to identify new supply sources, reformulate and re-test and may require seeking re-approval from our customers using those products. From time to time, the prices and availability of these raw materials may fluctuate, which could impair our ability to procure necessary materials, or increase the cost of manufacturing products.
As part of our business, we store our data, including intellectual property, and certain data about our employees, customers and vendors in our information technology systems. Our security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise.
Our security measures may be breached as a result of third-party action, including intentional misconduct by computer hackers, employee error, malfeasance or otherwise.
We may face difficulties marketing products produced using new technologies including, but not limited to, sustainable adhesives, which may adversely impact our sales and financial results. Failure of our products to work as predicted could lead to liability and damage to our reputation.
Failure to create and/or acquire new products and generate new ideas, including with the effective use of artificial intelligence, could negatively impact our ability to grow and deliver strong financial results. We may face difficulties marketing products produced using new technologies including, but not limited to, sustainable adhesives, which may adversely impact our sales and financial results.
Strategic and Operational Risks Increases in prices and declines in the availability of raw materials have adversely affected, and could continue to erode, our profit margins, and could negatively impact our operating results. In 2024, raw material costs made up appr oximately 75 percent of our cost of sales.
Below are the most significant factors that could adversely affect our business, financial condition and results of operations. 6 Table of Contents Strategic and Operational Risks Increases in prices and declines in the availability of raw materials have adversely affected, and could continue to erode, our profit margins, and could negatively impact our operating results.
Based on 2024 financial results, a hypothetical one percent change in our raw material costs would have resulted in a change in net income of approximately $12.0 million or $0.21 per diluted share. Accordingly, changes in the cost of raw materials, due to scarcity, supplier disruptions, inflation and for other reasons, can significantly impact our earnings.
In 2025, raw material costs made up appr oximately 75 percent of our cost of sales. Based on 2025 financial results, a hypothetical one percent change in our raw material costs would have resulted in a change in net income of approximately $12.6 million or $0.23 per diluted share.
The U.S. government and other nations have imposed significant restrictions on most companies’ ability to do business in Russia as a result of the military conflict between Russia and Ukraine. Increases in energy demand and supply disruptions caused by the Russia and Ukraine conflict have resulted in significantly higher energy prices, particularly in Europe.
Military conflicts, including the Russia and Ukraine conflict, and the global response to these events, could adversely impact our revenues, gross margins and financial results. The U.S. government and other nations have imposed significant restrictions on most companies’ ability to do business in Russia as a result of the military conflict between Russia and Ukraine.
During 2025 and beyond, we will continue implementation in North America; Europe, India, the Middle East and Africa ("EIMEA"); Brazil and Asia Pacific. 11 Table of Contents Any delays or other failure to achieve our implementation goals may adversely impact our financial results.
During 2026 and beyond, we will continue implementation in Brazil and Asia Pacific. Any delays or other failure to achieve our implementation goals may adversely impact our financial results. In addition, the failure to either deliver the application on time or anticipate the necessary readiness and training needs could lead to business disruption and loss of business.
While alternate supplies of most key raw materials are available, supplier production outages may lead to strained supply-demand situations for certain raw materials. The substitution of key raw materials requires us to identify new supply sources, reformulate and re-test and may require seeking re-approval from our customers using those products.
Under normal market conditions, these raw materials are generally available on the open market from a variety of producers. While alternate supplies of most key raw materials are available, supplier production outages may lead to strained supply-demand situations for certain raw materials.
Raw materials needed to manufacture products are obtained from a number of suppliers and m any of the raw materials are petroleum and natural gas based derivatives. Under normal market conditions, these raw materials are generally available on the open market from a variety of producers.
Accordingly, changes in the cost of raw materials, due to scarcity, supplier disruptions, inflation and for other reasons, can significantly impact our earnings. Raw materials needed to manufacture products are obtained from a number of suppliers and m any of the raw materials are petroleum and natural gas based derivatives.
Legal Proceedings for a discussion of current environmental matters. 14 Table of Contents Climate change, or legal, regulatory or market measures to address climate change, may materially adversely affect our financial condition and business operations.
Legal Proceedings for a discussion of current environmental matters. 9 Table of Contents Failure to comply with regulatory reporting requirements may negatively impact our financial results and reputation.
Despite significant efforts to create security barriers to such threats, it is virtually impossible for us to entirely mitigate these risks. We, and our third-party software and service providers, have experienced and will continue to experience security threats and attacks from a variety of sources.
In addition, new technologies such as artificial intelligence and quantum computing may increase the frequency and magnitude of cyber-attacks. Despite significant efforts to create security barriers to such threats, it is virtually impossible for us to entirely mitigate these risks.
Concern over climate change continues to result in new legal or regulatory requirements designed to mitigate the effects of climate change on the environment, such as the EU's CSRD, California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, the SEC's Enhancement and Standardization of Climate-Related Disclosures for Investors, and other new and proposed regulatory frameworks.
We are subject to various financial and other regulatory reporting requirements imposed by governments and organizations in the U.S., EU, and across the globe, including the EU’s CSRD, California’s Climate Corporate Data Accountability Act and Climate Related Financial Risk Act, and other new and proposed regulatory frameworks.
Removed
Our business and operations have been, and may in the future, be adversely affected by epidemics, pandemics, outbreaks of disease and other adverse public health developments. Epidemics, pandemics, outbreaks of novel diseases and other adverse public health developments in countries and states where we operate may arise at any time.
Added
We, and our third-party software and service providers, have experienced and will continue to experience security threats and attacks from a variety of sources. As part of our business, we store our data, including intellectual property, and certain data about our employees, customers and vendors in our information technology systems.
Removed
Such developments, including the COVID-19 pandemic, have had, and in the future may have, an adverse effect on our business, financial condition and results of operations.
Added
Macroeconomic Risks Uncertainties in foreign economic, political, regulatory and social conditions and fluctuations in foreign currency may adversely affect our results. Appr oximately 56 percent, or $2.0 billion, of our net revenue was generated outside the United States in 2025.
Removed
These effects include a potentially negative impact on the availability of our key personnel, labor shortages and increased turnover, temporary closures of our facilities or facilities of our business partners, customers, suppliers, third-party service providers or other vendors, and interruption of domestic and global supply chains, distribution channels and liquidity and capital or financial markets.
Added
Increases in energy demand and supply disruptions caused by the Russia and Ukraine conflict have resulted in significantly higher energy prices, particularly in Europe.
Removed
In particular, restrictions on or disruptions of transportation, port closures or increased border controls or closures, or other impacts on domestic and global supply chains or distribution channels, could increase our costs for raw materials and commodity costs, increase demand for raw materials and commodities from competing purchasers, limit our ability to meet customer demand or otherwise have a material adverse effect on our business, financial condition and results of operations or cash flows.
Added
While the Company expects to qualify for transitional safe harbor relief in many jurisdictions, there remains uncertainty regarding the interpretation and application of the rules, especially in jurisdictions where safe harbor relief is not available or where local implementation deviates from OECD guidance.
Removed
Precautionary measures that we may take in the future intended to limit the impact of any epidemic, pandemic, disease outbreak or other public health development, may result in additional costs.
Added
The Company may be subject to additional tax liabilities, including top-up taxes under the Global Anti-Base Erosion (GloBE) rules and Qualified Domestic Minimum Top-up Taxes (QDMTTs). In addition, the enactment of the One Big Beautiful Bill Act (OBBBA) in the United States introduced significant changes to U.S. international tax provisions. These changes may interact with Pillar Two in complex ways.
Removed
In addition, such epidemics, pandemics, disease outbreaks or other public health developments may adversely affect economies and financial markets throughout the world, such as the effect that COVID-19 has had on world economies and financial markets, which may affect our ability to obtain additional financing for our businesses and demand for our products and services.
Added
While recent G7 statements suggest a potential “side-by-side” framework that could exempt certain U.S.-parented groups from these rules, the final outcome remains uncertain. The evolving nature of these reforms may impact our tax planning strategies, increase compliance costs, and create additional risks of double taxation or inconsistent treatment across jurisdictions.
Removed
The extent to which major public health issues impact our business and our financial results in the future will depend on future developments, which are highly uncertain and cannot be predicted.
Added
We continue to monitor legislative developments and assess their potential impact on our global tax position. Additional income tax expense or exposure to additional income tax liabilities could have a negative impact on our financial results. We are subject to income tax laws and regulations in the United States and various foreign jurisdictions.
Removed
As a result, it is not possible to predict the overall future impact of major public health issues on our business, liquidity, capital resources and financial results. 12 Table of Contents Macroeconomic Risks Uncertainties in foreign economic, political, regulatory and social conditions and fluctuations in foreign currency may adversely affect our results.
Removed
If these customers do not have sufficient access to the financial markets, demand for our products may decline. 13 Table of Contents The military conflicts between Russia and Ukraine and in the Middle East, and the global response to these events, could adversely impact our revenues, gross margins and financial results.
Removed
Climate change resulting from increased concentrations of carbon dioxide and other greenhouse gases in the atmosphere could present risks to our future operations from natural disasters and extreme weather conditions, such as hurricanes, tornadoes, earthquakes, wildfires or flooding.
Removed
Such extreme weather conditions could pose physical risks to our facilities and disrupt operation of our supply chain and may increase operational costs. The impacts of climate change on global water resources may result in water scarcity, which could in the future impact our ability to access sufficient quantities of water in certain locations and result in increased costs.
Removed
Certain of these changes become effective for the Company in 2025 and will likely increase tax uncertainty and may adversely affect our provision for income taxes. 15 Table of Contents Additional income tax expense or exposure to additional income tax liabilities could have a negative impact on our financial results.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following is a list of our manufacturing plants as of November 30, 2024 (each of the listed properties are owned by us, unless otherwise specified): Segment Segment Hygiene, Health and Consumable Adhesives Engineering Adhesives Argentina Buenos Aires 2 France Surbourg Australia Dandenong South Germany Wunstorf Australia Sydney 1 Germany Nienburg Brazil Sorocaba 2 Germany Langelsheim 1 Brazil Curitiba 1 Germany Pirmasens Brazil Guarulhos Italy Pianezze Chile Santiago People's Republic of China Beijing Colombia Rionegro People's Republic of China Chongqing 1 Egypt 6th of October City 2 - 3rd Industrial Zone People's Republic of China Nanjing Egypt 6th of October City - CPC Industrial Park People's Republic of China Suzhou Finland Valkeakoski 1 People's Republic of China Yantai France Blois Portugal Mindelo Germany Lueneburg United Kingdom Preston1 Germany Frankfurt 1,2 - Kilianstädter United States California - Irvine 1 Germany Frankfurt 1,2 - Vilbeler United States California - Wilmington 1 Greece Lamia United States California - Santa Fe Springs 1 India Pune United States Georgia - Ball Ground 1 Indonesia Mojokerto United States Georgia - Norcross 1 Kenya Nairobi 1 United States Illinois - Frankfort - Corsair Malaysia Selangor United States Illinois - Frankfort - West Drive New Zealand Auckland 1 United States Illinois - Northbrook People's Republic of China Guangzhou United States Illinois - Rockford Philippines Manila 2 United States Indiana - South Bend Sweden Landskrona United States Massachusetts - Peabody 1 United Kingdom Dukinfield United States Michigan - Clawson 1 United Kingdom Milton Keynes 1 United States Michigan - Grand Rapids United States California - Roseville United States Michigan - Troy United States Georgia - Covington United States Minnesota - Fridley United States Georgia - Tucker United States Minnesota - Maple Grove United States Illinois - Seneca United States Ohio - Bellevue 1 United States Kentucky - Paducah United States Ohio - Twinsburg 1 United States Minnesota - Vadnais Heights United States Texas - Arlington United States New York - Syracuse 1 United States North Carolina - Charlotte 2 United States North Carolina - Hudson Construction Adhesives United States Ohio - Blue Ash Belgium Willebroek United States South Carolina - Simpsonville Canada Ontario - Toronto 1,2 United States Texas - Mesquite Mexico Coahuila 1 United States Washington - Vancouver United Arab Emirates Ras Al-Khaimah 1 United Kingdom Kirkby in Ashfield United Kingdom Lymington United Kingdom Mansfield 1 United Kingdom Staffordshire United Kingdom Tibshelf 1,2 United States California - La Mirada United States Florida - Gainesville United States Georgia - Dalton United States Illinois - Aurora United States Michigan - Michigan Center United States New Jersey - Edison United States Ohio - Chagrin Falls United States Texas - Houston United States Texas - Mansfield 1 Leased Property 2 Idle Property 18 Table of Contents
Biggest changeThe following is a list of our production facilities as of November 29, 2025 (each of the listed properties are owned by us, unless otherwise specified): Hygiene, Health and Consumable Adhesives Engineering Adhesives Australia Dandenong South France Surbourg Australia Sydney 1 Germany Wunstorf Brazil Curitiba 1 Germany Nienburg Brazil Guarulhos Italy Pianezze Colombia Rionegro People's Republic of China Beijing Egypt 6th of October City - CPC Industrial Park People's Republic of China Chongqing Finland Valkeakoski 1 People's Republic of China Nanjing France Blois People's Republic of China Suzhou Germany Lueneburg People's Republic of China Yantai Greece Lamia Portugal Mindelo India Pune Taiwan Kaohsiung City 1,2 Indonesia Mojokerto Turkey Bursa 1,2 Ireland Dublin 1 Turkey İstanbul 1,2 Italy Viareggio United Kingdom Preston 1 Kenya Nairobi 1 United States California - Irvine 1 Malaysia Selangor United States California - Wilmington 1 New Zealand Auckland 1 United States California - Santa Fe Springs 1,2 People's Republic of China Guangzhou United States Georgia - Ball Ground 1 Sweden Landskrona United States Georgia - Norcross 1 United Kingdom Dukinfield United States Illinois - Frankfort - Corsair United Kingdom Milton Keynes 1 United States Illinois - Frankfort - West Drive United States California - Roseville United States Illinois - Northbrook 1,2 United States Georgia - Covington United States Illinois - Rockford 2 United States Georgia - Tucker United States Indiana - South Bend United States Illinois - Seneca United States Michigan - Clawson 1,2 United States Kentucky - Paducah United States Michigan - Grand Rapids United States Minnesota - Vadnais Heights United States Michigan - Troy 1 United States New York - Syracuse 1 United States Ohio - Bellevue 1 United States North Carolina - Hudson United States Ohio - Twinsburg 1,2 United States Ohio - Blue Ash United States Texas - Arlington 2 United States South Carolina - Simpsonville United States Texas - Mesquite Idle Facilities United States Washington - Vancouver Brazil Sorocaba Canada Ontario - Toronto 1 Building Adhesive Solutions Chile Santiago Belgium Willebroek Egypt 6th of October City - 3rd Industrial Zone Germany Langelsheim 1 Germany Frankfurt 1 - Vilbeler Germany Pirmasens Philippines Manila Mexico Coahuila 1 United States North Carolina - Charlotte United Arab Emirates Ras Al-Khaimah 1 United Kingdom Kirkby in Ashfield United Kingdom Lymington United Kingdom Mansfield 1 United Kingdom Staffordshire United States Michigan - Michigan Center United States Minnesota - Fridley United States Minnesota - Maple Grove United States Ohio - Chagrin Falls United States Texas - Houston 1 Leased Property 2 Application Center 12 Table of Contents
Item 2. Propertie s Principal executive offices and central research facilities are located in the St. Paul, Minnesota area. These facilities are company-owned. Manufacturing operations are carried out at 40 plants located throughout the United States and at 40 plants located in 25 other countries. In addition, numerous sales and service offices are located throughout the world.
Item 2. Propertie s Principal executive offices and central research facilities are located in the St. Paul, Minnesota area. These facilities are company-owned. Manufacturing operations are carried out at 33 plants located throughout the United States and at 44 plants located in 24 other countries. In addition, numerous sales and service offices are located throughout the world.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeHowever, adverse developments and/or periodic settlements could negatively impact the results of operations or cash flows in one or more future periods. For additional information regarding environmental matters and other legal proceedings, see Note 14 to the Consolidated Financial Statements.
Biggest changeFor additional information regarding environmental matters and other legal proceedings, see Note 14 to the Consolidated Financial Statements. Item 4. Mine Safety Disclosures Not applicable. Part II.
Added
However, adverse developments and/or periodic settlements could negatively impact the results of operations or cash flows in one or more future periods. In February 2024, the named plaintiffs in Rouse et al. v. H.B. Fuller Company et al. filed a third amended complaint in their lawsuit against the Company and one of its subsidiaries, which was initiated in September 2022.
Added
The suit is pending in the federal District of Minnesota and seeks damages arising from property damage attributed to alleged defects in grout sold by the Company’s divested North America Flooring business. As previously disclosed, the court ordered the parties and their insurers to attend a meditation session on October 21 and 22, 2025 .
Added
At that mediation session, the Company and the plaintiffs agreed in principle to settle this matter for up to $75.0 million. Under the proposed settlement, in lieu of funding the maximum settlement amount, the Company’s payment obligations will be limited to validly submitted claims, settlement administration costs, service awards, and plaintiffs’ attorneys’ fees and expenses.
Added
The terms of a definitive settlement agreement are being negotiated and will be subject to court approval. In light of these developments, the Company concluded that a loss is probable and reasonably estimable and recorded an accrual in anticipation of the settlement of $34.8 million ($26.3 million after tax) based on a range of possible outcomes.
Added
This accrual is included in other accrued expenses in the Consolidated Balance Sheets as of November 29, 2025. The Company believes that it is entitled to reimbursement from its insurers for a substantial portion of the potential settlement amount as well as legal fees already incurred and paid and is actively pursuing reimbursement from its insurers.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeTotal Shareholder Return Graph The line graph below compares the cumulative total shareholder return on our common stock for the last five fiscal years with cumulative total return on the S&P Small Cap 600 Index and Dow Jones U.S. Specialty Chemicals Index. This graph assumes a $100 investment in each of H.B.
Biggest changeUpon repurchase of the shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid in capital. 13 Table of Contents Total Shareholder Return Graph The line graph below compares the cumulative total shareholder return on our common stock for the last five fiscal years with cumulative total return on the S&P Small Cap 600 Index, Dow Jones U.S.
Issuer Purchases of Equity Securities The Company did not repurchase any equity securities during the fourth quarter ended November 30, 2024. On April 7, 2022, the Board of Directors authorized a share repurchase program of up to $300.0 million of our outstanding common shares for a period of up to five years.
Issuer Purchases of Equity Securities The Company did not repurchase any equity securities during the fourth quarter ended November 29, 2025. On April 7, 2022, the Board of Directors authorized a share repurchase program of up to $300.0 million of our outstanding common shares for a period of up to five years.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange under the symbol FUL. As of January 17, 2025 , there were 1,307 common shareholders of record for our common stock.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock is traded on the New York Stock Exchange under the symbol FUL. As of January 16, 2026 , there were 1,227 common shareholders of record for our common stock.
Fuller, the S&P Small Cap 600 Index and the Dow Jones U.S. Specialty Chemicals Index at the close of trading on November 30, 2019, and also assumes the reinvestment of all dividends. 20 Table of Contents
Specialty Chemicals Index and S&P 600 Chemicals Index. This graph assumes a $100 investment in each of H.B. Fuller, the S&P Small Cap 600 Index, the Dow Jones U.S. Specialty Chemicals Index and S&P 600 Chemicals Index at the close of trading on November 28, 2020, and also assumes the reinvestment of all dividends. Item 6. Selected Financial Data Reserved.
Removed
Upon repurchase of the shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid in capital. This authorization replaced the April 6, 2017 authorization to repurchase shares.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest change($ in millions) 2024 2023 Segment operating income $ 348.2 $ 355.1 Other (expense) income, net (37.1 ) 9.8 Interest expense (133.1 ) (134.6 ) Interest income 4.7 3.9 Income before income taxes and income from equity method investments $ 182.7 $ 234.2 Hygiene, Health and Consumable Adhesives ($ in millions) 2024 2023 2024 vs 2023 Net revenue $ 1,546.4 $ 1,601.5 (3.4 )% Segment operating income $ 187.4 $ 215.1 (12.9 )% Segment profit margin % 12.1 % 13.4 % The following tables provide details of Hygiene, Health and Consumable Adhesives net revenue variances: 2024 vs 2023 Organic revenue growth (4.0 )% M&A 2.3 % Currency (1.7 )% Net revenue growth (3.4 )% Net revenue decreased 3.4 percent in 2024 compared to 2023.
Biggest changeNet Revenue by Segment 2025 2024 Net % of Net % of ($ in millions) Revenue Total Revenue Total Hygiene, Health and Consumable Adhesives $ 1,551.8 45 % $ 1,546.5 43 % Engineering Adhesives 1,061.8 30 % 1,009.0 28 % Building Adhesive Solutions 860.0 25 % 856.5 24 % Segment total 3,473.6 100 % 3,412.0 95 % Corporate Unallocated - 0 % 156.7 5 % Total $ 3,473.6 100 % $ 3,568.7 100 % Adjusted EBITDA 2025 2024 Adjusted % of Adjusted % of ($ in millions) EBITDA Total EBITDA Total Hygiene, Health and Consumable Adhesives $ 244.4 39 % $ 245.8 41 % Engineering Adhesives 236.0 38 % 200.5 34 % Building Adhesive Solutions 134.0 22 % 133.2 23 % Segment total 614.4 99 % 579.5 98 % Corporate Unallocated 6.3 1 % 14.4 2 % Total $ 620.7 100 % $ 593.9 100 % Hygiene, Health and Consumable Adhesives ($ in millions) 2025 2024 2025 vs 2024 Net revenue $ 1,551.8 $ 1,546.5 0.3 % Segment adjusted EBITDA $ 244.4 $ 245.8 (0.6 )% Segment adjusted EBITDA margin 15.7 % 15.9 % 20 Table of Contents The following tables provide details of Hygiene, Health and Consumable Adhesives net revenue variances: 2025 vs 2024 Organic revenue growth 0.1 % M&A 1.5 % Currency (1.3 )% Net revenue growth 0.3 % Net revenue increased 0.3 percent in 2025 compared to 2024.
The following table reflects the manner in which free cash flow is determined and provides a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable financial measure calculated and reported in accordance with U.S.
The following table reflects the manner in which free cash flow is determined and provides a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP.
For cases in which insurance coverage is available, the gross amount of the estimated liabilities is accrued, and a receivable is recorded for any probable estimated insurance recoveries. A discussion of environmental, product and other litigation liabilities is disclosed in Item 3. Legal Proceedings and Note 14 to the Consolidated Financial Statements.
For cases in which insurance coverage is available, the gross amount of the estimated liabilities is accrued, and a receivable is recorded for any realizable insurance recoveries. A discussion of environmental, product and other litigation liabilities is disclosed in Item 3. Legal Proceedings and Note 14 to the Consolidated Financial Statements.
Implementation of Project ONE began in our North America adhesives business in 2014 and, through 2024 , we completed implementation of this system in various parts of our business including Latin America (except Brazil), Australia, and various other businesses in North America and EIMEA. During 2025 and beyond, we will continue implementation in North America, EIMEA, Brazil and Asia Pacific.
Implementation of Project ONE began in our North America adhesives business in 2014 and, through 2025 , we completed implementation of this system in various parts of our business including Latin America (except Brazil), Australia, and various other businesses in North America and EIMEA. During 2026 and beyond, we will continue implementation in Brazil and Asia Pacific.
Based upon currently available facts, we do not believe that the ultimate resolution of any pending legal proceeding, individually or in the aggregate, will have a material adverse effect on our long-term financial condition. However, adverse developments and/or periodic settlements could negatively affect our results of operations or cash flows in one or more future quarters.
Based upon currently available facts, we do not believe that the ultimate resolution of any pending legal proceeding, individually or in the aggregate, will have a material adverse effect on our long-term financial condition. However, adverse developments and/or periodic settlements could negatively affect our future results of operations or cash flows.
A change of 0.5 percentage points for the expected return on assets assumption would impact U.S. net pension and other postretirement plan expense by approximately $2.6 million (pre-tax).
A change of 0.5 percentage points for the expected return on assets assumption would impact U.S. net pension and other postretirement plan expense by approximately $2.8 million (pre-tax).
We do not undertake responsibility for updating any of such information, whether as a result of new information, future events, or otherwise, except as required by law. Investors are advised, however, to consult any further public company disclosures (such as in filings with the SEC or in our press releases) on related subjects.
We do not undertake responsibility for updating any of such information, whether as a result of new information, future events, or otherwise, except as required by law. Investors are advised, however, to consult any further public company disclosures (such as in filings with the SEC or in our press releases) on related subjects. 26 Table of Contents
The quantitative impairment test requires judgment, including the identification of reporting units, the assignment of assets, liabilities and goodwill to reporting units, and the determination of fair value of each reporting unit. The impairment test requires the comparison of the fair value of each reporting unit with its carrying amount, including goodwill.
The quantitative impairment test requires judgment, including the identification of reporting units, the assignment of assets, liabilities and goodwill to reporting units, and the determination of fair value of each reporting unit. The impairment test requires the comparison of the fair value of each reporting unit to its carrying value, including goodwill.
With approximately 75 percent of our cost of sales accounted for by raw materials, our financial results are extremely sensitive to changing costs in this area. The pace of economic growth directly impacts certain industries to which we supply products.
With approximately 75 percent of our cost of sales accounted for by raw materials, our financial results are extremely sensitive to changing costs in this area. 14 Table of Contents The pace of economic growth directly impacts certain industries to which we supply products.
See reconciliation to net cash provided by operating activities to free cash flow. 6 Total debt divided by total debt plus total stockholders’ equity. Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchased property, plant and equipment.
See "Non GAAP Measures" for reconciliation of net cash provided by operating activities to free cash flow. 6 Total debt divided by total debt plus total stockholders’ equity. Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchased property, plant and equipment.
For example, adhesives-related revenues from durable goods customers in areas such as appliances, furniture and other woodworking applications tend to fluctuate with the overall economic activity. In our Construction Adhesives operating segment and business components such as insulating glass in Engineering Adhesives, revenues tend to move with more specific economic indicators such as housing starts and other construction-related activity.
For example, adhesives-related revenues from durable goods customers in areas such as appliances, furniture and other woodworking applications tend to fluctuate with the overall economic activity. In our Building Adhesive Solutions operating segment and business components such as insulating glass, revenues tend to move with more specific economic indicators such as housing starts and other construction-related activity.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview H.B. Fuller Company is a global formulator, manufacturer and marketer of adhesives and other specialty chemica l products. We have three reportable segments: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations Overview H.B. Fuller Company is a global formulator, manufacturer and marketer of adhesives and other specialty chemica l products. We have three reportable segments: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions.
Pension Plan Historical Actual Rates of Return Portfolio Equities Income 10-year period 5.4 % 6.9 % 3.0 % 20-year period 6.1 % 6.8 % 4.6 % Beginning in 2022, our target allocation migrated from 60 percent equities and 40 percent fixed-income to 55 percent equities and 45 percent fixed income.
Pension Plan Historical Actual Rates of Return Portfolio Equities Income 10-year period 7.4 % 10.9 % 3.3 % 20-year period 6.4 % 7.9 % 5.5 % Beginning in 2022, our target allocation migrated from 60 percent equities and 40 percent fixed-income to 55 percent equities and 45 percent fixed income.
At November 30, 2024, we were in compliance with all covenants of our contractual obligations for outstanding indebtedness as shown in the following table: Covenant Debt Instrument Measurement Result as of November 30, 2024 Secured Total Indebtedness / TTM 1 EBITDA Revolving Facility and Term Loan A Facility Not greater than 4.50 2 2.3 TTM 1 EBITDA / Consolidated Interest Expense Revolving Facility and Term Loan A Facility Not less than 2.0 4.9 1 TTM = trailing 12 months 2 The Maximum Secured Leverage Ratio prior to June 1, 2024, shall be 4.75 to 1.00 and will step down to 4.50 to 1.00 with respect to quarters ending after June 1, 2024 EBITDA for covenant purposes is defined as consolidated net income, plus (i) interest expense, (ii) expense for taxes paid or accrued, (iii) depreciation and amortization, (iv) certain non-cash impairment losses, (v) extraordinary non-cash losses incurred other than in the ordinary course of business, (vi) nonrecurring extraordinary non-cash restructuring charges and the non-cash impact of purchase accounting, (vii) any non-cash charge for the excess of rent expense over actual cash rent paid due to the use of straight-line rent, non-cash charge pursuant to any management equity plan, stock option plan or any other management or employee benefit, (viii) any non-cash finance charges in respect of any pension liabilities or other provisions and income (loss) attributable to deferred compensation plans, (ix) any non-recurring or unusual cash restructuring charges and operating improvements, (x) cost savings initiative and cost synergies related to acquisitions within 12 months, (xi) non-capitalized charges relating to the Company’s SAP implementation, (xii) fees, costs, expenses and charges incurred in connection with the financing, (xiii) fees, costs, expenses, make-whole or penalty payments and other similar items arising out of acquisitions, investments and dispositions, the incurrence, issuance, repayment or refinancing of indebtedness and any issuance of equity interests; minus, non-recurring or unusual non-cash gains incurred not in the ordinary course of business.
At November 29, 2025, we were in compliance with all covenants of our contractual obligations for outstanding indebtedness as shown in the following table: Covenant Debt Instrument Measurement Result as of November 29, 2025 Secured Total Indebtedness / TTM 1 EBITDA Revolving Facility and Term Loan A Facility Not greater than 4.50 2.3 TTM 1 EBITDA / Consolidated Interest Expense Revolving Facility and Term Loan A Facility Not less than 2.0 4.9 1 TTM = trailing 12 months EBITDA for covenant purposes is defined as consolidated net income, plus (i) interest expense, (ii) expense for taxes paid or accrued, (iii) depreciation and amortization, (iv) certain non-cash impairment losses, (v) extraordinary non-cash losses incurred other than in the ordinary course of business, (vi) nonrecurring extraordinary non-cash restructuring charges and the non-cash impact of purchase accounting, (vii) any non-cash charge for the excess of rent expense over actual cash rent paid due to the use of straight-line rent, non-cash charge pursuant to any management equity plan, stock option plan or any other management or employee benefit, (viii) any non-cash finance charges in respect of any pension liabilities or other provisions and income (loss) attributable to deferred compensation plans, (ix) any non-recurring or unusual cash restructuring charges and operating improvements, (x) cost savings initiative and cost synergies related to acquisitions within 12 months, (xi) non-capitalized charges relating to the Company’s SAP implementation, (xii) fees, costs, expenses and charges incurred in connection with the financing, (xiii) fees, costs, expenses, make-whole or penalty payments and other similar items arising out of acquisitions, investments and dispositions, the incurrence, issuance, repayment or refinancing of indebtedness and any issuance of equity interests; minus, non-recurring or unusual non-cash gains incurred not in the ordinary course of business.
We believe we have the ability to meet all of our contractual obligations and commitments in fiscal 2025.
We believe we have the ability to meet all of our contractual obligations and commitments in fiscal 2026.
See Note 2 to the Consolidated Financial Statements for further information regarding the impairment of long-lived assets associated with the North America Flooring business that is held for sale. Product, Environmental and Other Litigation Liabilities As disclosed in Item 3.
See Note 2 to the Consolidated Financial Statements for further information regarding the impairment of long-lived assets associated with the North America Flooring business that was held for sale as of November 30, 2024. Product, Environmental and Other Litigation Liabilities As disclosed in Item 3.
The use of cash in 2024 compared to source of cash in 2023 was due to a decrease in hedging liabilities from interest rate swap activity in 2024 compared to an increase the prior year. In 2024, we also recorded a $47.3 million loss on the impairment of assets held for sale.
The source of cash in 2025 compared to use of cash in 2024 was due to an increase in hedging liabilities from interest rate swap activity of $55.3 million in 2025 compared to a decrease of $6.2 million in the prior year. In 2024, we also recorded a $47.3 million loss on the impairment of assets held for sale.
For 2024 , the expected long-term rate of return on the target equities allocation was 8.50 percent and the expected long-term rate of return on the target fixed-income allocation was 5.62 percent. The total plan rate of return assumption included an estimate of the effect of diversification and the plan expense.
For 2025 , the expected long-term rate of return on the target equities allocation was 8.50 percent and the expected long-term rate of return on the target fixed-income allocation was 5.60 percent. The total plan rate of return assumption included an estimate of the effect of diversification and the plan expense.
Results of Operations Net revenue ($ in millions) 2024 2023 2024 vs 2023 Net revenue $ 3,568.7 $ 3,510.9 1.6 % We review variances in net revenue in terms of changes related to sales volume and product pricing (referred to as organic revenue growth), business acquisitions and divestitures (M&A) and changes in foreign currency exchange rates.
Results of Operations Net revenue ($ in millions) 2025 2024 2025 vs 2024 Net revenue $ 3,473.6 $ 3,568.7 (2.7 )% We review variances in net revenue in terms of changes related to sales volume and product pricing (referred to as organic revenue growth), business acquisitions/divestitures (M&A) and changes in foreign currency exchange rates.
Information pertaining to fiscal year 2022 was included in the Company’s Annual Report on Form 10-K for the year ended December 2, 2023, under Part II, Item 7 “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on January 24, 2024.
Information pertaining to fiscal year 2023 was included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2024, under Part II, Item 7 “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on January 23, 2025.
At November 30, 2024 , a balance of $989.0 million was outstanding on Term Loan B. O n January 12, 2023, we entered into an interest rate swap agreement (amended on February 28, 2023) to convert $400,000 of our variable rate 1-month SOFR to a fixed rate of 3.7260.
At November 29, 2025 , a balance of $979.1 million was outstanding on Term Loan B. O n January 12, 2023, we entered into an interest rate swap agreement (amended on February 28, 2023) to convert $400,000 of our variable rate 1-month SOFR debt to a fixed rate of 3.7260.
In assessing the reasonableness of the determined fair values, we also reconciled the aggregate determined fair value of the Company to the Company's market capitalization, which, at the date of our 2024 impairment test, included a 16 percent control premium.
In assessing the reasonableness of the determined fair values, we reconciled the aggregate determined fair value of the Company to the Company's market capitalization, which, at the date of our 2025 impairment test, included a 21.4 percent control premium.
November 30, December 2, 2024 2023 Net working capital as a percentage of annualized net revenue 1 14.5 % 16.1 % Trade receivables DSO (in days) 2 55 58 Inventory days on hand (in days) 3 67 67 Trade accounts payable DPO (in days) 4 68 64 Free cash flow 5 $ 163.2 $ 259.3 Debt capitalization ratio 6 50.8 % 51.1 % 1 Net working capital (trade receivables, net of allowance for doubtful accounts plus inventory minus trade payables) divided by annualized net revenue (current quarter, multiplied by 4). 2 Trade receivables net of allowance for doubtful accounts multiplied by 91 (13 weeks) and divided by the net revenue for the quarter. 3 Total inventory multiplied by 91 (13 weeks) and divided by cost of sales (excluding delivery costs) for the quarter. 4 Trade accounts payable multiplied by 91 (13 weeks) and divided by the net revenue for the quarter. 5 Net cash provided by operating activities less purchased property, plant and equipment.
November 29, November 30, 2025 2024 Net working capital as a percentage of annualized net revenue 1 15.8 % 14.5 % Trade receivables DSO (in days) 2 57 55 Inventory days on hand (in days) 3 73 67 Trade accounts payable DPO (in days) 4 70 68 Free cash flow 5 $ 121.2 $ 163.2 Debt capitalization ratio 6 50.2 % 50.8 % 1 Net working capital (trade receivables, net of allowance for doubtful accounts plus inventory minus trade payables) divided by annualized net revenue. 2 Trade receivables net of allowance for doubtful accounts multiplied by 91 (13 weeks) and divided by the net revenue. 3 Total inventory multiplied by 91 (13 weeks) and divided by cost of sales (excluding delivery costs). 4 Trade accounts payable multiplied by 91 (13 weeks) and divided by cost of sales. 5 Net cash provided by operating activities less purchased property, plant and equipment.
Other (expense) income, net ($ in millions) 2024 2023 Other (expense) income, net $ (37.1 ) $ 9.8 Other (expense) income, net in 2024 included a $47.3 million loss on the impairment of assets associated with our North American flooring business that is held for sale, $2.5 million of currency transaction losses, a $2.0 million loss on an equity investment and $1.6 million of other expense, partially offset by $15.9 million of net defined benefit pension benefits and a $0.4 million gain on disposal of assets.
O ther expense, net in 2024 included a $47.3 million loss on the impairment of assets associated with our North American flooring business that was held for sale as of November 30, 2024, $2.5 million of currency transaction losses, a $2.0 million loss on an equity investment and $1.6 million of other expense, partially offset by $15.9 million of net defined benefit pension benefits and a $0.4 million gain on disposal of assets.
The historical actual rate of return for the fixed income of 4.6 percent is since inception (18 years, 11 months). The expected long-term rate of return on plan assets assumption for non-U.S. pension plans was a weighted-average of 5.01 percent in 2024 compared to 5.02 percent in 2023 and 3.49 percent in 2022.
The historical actual rate of return for the fixed income of 5.5 percent is since inception (18 years, 11 months). 16 Table of Contents The expected long-term rate of return on plan assets assumption for non-U.S. pension plans was a weighted average of 5.03 percent in 2025 compared to 5.01 percent in 2024 and 5.02 percent in 2023.
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 (6.17 percent at November 30, 2024). A facility fee of 20 basis points of the unused commitment under the revolving credit facility is payable quarterly.
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 ( 5.52 percent at November 29, 2025). A facility fee of 20 basis points of the unused commitment under the revolving credit facility is payable quarterly.
The negative 1.0 percent currency impact was primarily driven by a weaker Egyptian pound, Turkish lira, Brazilian real, Chinese renminbi and Chilean peso offset by a stronger Euro, British pound sterling and Colombian peso compared to the U.S. d ollar.
The negative 0.6 percent currency impact was primarily driven by a weaker Turkish lira, Egyptian pound, Brazilian real, Mexican peso and Chinese renminbi offset by a stronger Euro and British pound sterling compared to the U.S. dollar.
Total long and short-term debt was $2,010.6 million as of November 30, 2024 and $1,838.4 million as of December 2, 2023. We believe that cash flows from operating activities will be adequate to meet our short-term and long-term liquidity and capital expenditure needs.
Total long and short-term debt was $2,016.9 million as of November 29, 2025 and $2,010.6 million as of November 30, 2024. We believe that cash flows from operating activities will be adequate to meet our short-term and long-term liquidity and capital expenditure needs.
Increases in the valuation allowance result in additional expense to be reflected within the tax provision in the Consolidated Statements of Income. The valuation allowance to reduce deferred tax assets totaled $11.7 million as of November 30, 2024, and $15.6 million as of December 2, 2023.
Increases in the valuation allowance result in additional expense to be reflected within the tax provision in the Consolidated Statements of Income. The valuation allowance to reduce deferred tax assets totaled $11.1 million as of November 29, 2025, and $11.7 million as of November 30, 2024.
Total expenditures for Project ONE are estimated to be $270 to $290 million, of which 60 - 65% is expected to be capital expenditures. Our total project-to-date expenditures are approximately $230 million, of which approximately $140 million are capital expenditures. Given the complexity of the implementation, the total investment to complete the project may exceed our estimate.
Total expenditures for Project ONE are estimated to be $300 to $320 million, of which 60 - 65% is expected to be capital expenditures. Our total project-to-date expenditures are approximately $265 million, of which approximately $165 million are capital expenditures. Given the complexity of the implementation, the total investment to complete the project may exceed our estimate.
See Note 7 to the Consolidated Financial Statements for further discussion of debt borrowings and repayments. Debt issuance costs of $3.5 million were paid in 2024 compared to $10.2 million paid in 2023. Cash paid for dividends were $47.6 million and $43.4 million in 2024 and 2023, respectively.
See Note 7 to the Consolidated Financial Statements for further discussion of debt borrowings and repayments. Debt issuance costs of $1.0 million were paid in 2025 compared to $3.5 million paid in 2024. Cash paid for dividends were $50.3 million and $47.6 million in 2025 and 2024, respectively.
Following is an assessment of each of the net working capital components: ● Trade Receivables, net – Changes in trade receivables resulted in a $10.7 million and $68.7 million source of cash in 2024 and 2023, respectively.
Following is an assessment of each of the net working capital components: ● Trade Receivables, net – Changes in trade receivables resulted in a $3.4 million use of cash in 2025 and a $10.7 million source of cash in 2024.
Interest on Term Loan A is payable at the Secured Overnight Financing Rate ("SOFR") plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent (6.17 percent at November 30, 2024). The interest rate spread is bas ed on a secured leverage grid. Term Loan A matures on February 15, 2028.
Interest on Term Loan A is payable at the Secured Overnight Financing Rate ("SOFR") plus an adjustment of 0.10 percent and an interest rate spread of 1.50 perc ent (5.52 percent at November 29, 2025). The interest rate spread is bas ed on a secured leverage grid. Term Loan A matures on February 15, 2028.
Inventory days on hand were 67 days at November 30, 2024 and December 2, 2023. ● Trade Payables – Changes in trade payables resulted in a $47.9 million source of cash in 2024 compared to a $57.8 million use of cash in 2023.
Inventory days on hand were 73 days at November 29, 2025 and 67 days on hand at November 30, 2024. ● Trade Payables – Changes in trade payables resulted in a $38.2 million use of cash in 2025 compared to a $47.9 million source of cash in 2024.
The 1.0 percent decrease in organic revenue growth was attributable to a decrease in product pricing, partially offset by an increase in sales volume. The 3.7 percent increase in net revenue from M&A was due to the acquisition of ND Industries in the second quarter of 2024.
The 1.3 percent decrease in organic revenue growth was attributable to a decrease in sales volume, partially offset by an increase in product pricing. The 1.5 percent increase in net revenue from M&A was due to the acquisition of HS Butyl in the third quarter of 2024.
Cash generated from the exercise of stock options was $35.9 million and $14.6 million in 2024 and 2023, respectively. Indirect repurchases of common stock through a net-settlement feature related to statutory minimum tax withholding upon vesting of restricted stock were $7.8 million in 2024 compared to $2.6 million in 2023.
Cash generated from the exercise of stock options was $9.8 million and $35.9 million in 2025 and 2024, respectively. Indirect repurchases of common stock through a net-settlement feature related to statutory minimum tax withholding upon vesting of restricted stock we re $3.8 mi llion in 2025 compared to $7.8 million in 2024.
Judgments made by us include the expected useful lives of long-lived assets. The ability to realize undiscounted cash flows in excess of the carrying amounts of such assets is affected by factors such as the ongoing maintenance and improvement of the assets, changes in economic conditions and changes in operating performance.
The ability to realize undiscounted cash flows in excess of the carrying amounts of such assets is affected by factors such as the ongoing maintenance and improvement of the assets, changes in economic conditions and changes in operating performance.
The interest rate spread and the facility fee are based on a secured lever age grid. At November 30, 2024 , there was no balance outstand ing on the Revolving Credit Facility. The Revolving Credit Facility matures on February 15, 2028.
The interest rate spread and the facility fee are based on a secured lever age grid. At November 29, 2025 , there was $36.0 million outstand ing on the Revolving Credit Facility. The Revolving Credit Facility matures on February 15, 2028.
The full definition is set forth in the Second Amended and Restated Credit Agreement the Company filed as an exhibit to its 8-K filing dated February 21, 2023. 31 Table of Contents Consolidated Interest Expense for covenant purposes is defined as the interest expense (including without limitation to the portion of capital lease obligations that constitutes imputed interest in accordance with GAAP) of the Company and its subsidiaries calculated on a consolidated basis for such period with respect to all outstanding indebtedness allocable to such period in accordance with GAAP, including net costs (or benefits) under Interest Rate Swap Agreements and commissions, discounts and other fees and charges with respect to letters of credit and the interest component of all Attributable Receivables Indebtedness.
Consolidated Interest Expense for covenant purposes is defined as the interest expense (including without limitation to the portion of capital lease obligations that constitutes imputed interest in accordance with GAAP) of the Company and its subsidiaries calculated on a consolidated basis for such period with respect to all outstanding indebtedness allocable to such period in accordance with GAAP, including net costs (or benefits) under Interest Rate Swap Agreements and commissions, discounts and other fees and charges with respect to letters of credit and the interest component of all Attributable Receivables Indebtedness.
We believe the critical accounting policies and areas that require the most significant judgments and estimates to be used in the preparation of the Consolidated Financial Statements relate to goodwill impairment; pension and other postretirement assumptions; long-lived assets recoverability; valuation of product, environmental and other litigation liabilities; valuation of deferred tax assets and accuracy of tax contingencies; and valuation of acquired assets and liabilities.
We believe the critical accounting policies and areas that require the most significant judgments and estimates to be used in the preparation of the Consolidated Financial Statements relate to goodwill impairment; pension and other postretirement plan assumptions; long-lived assets recoverability; valuation of product, environmental and other litigation liabilities; valuation of deferred tax assets and accuracy of tax contingencies; and valuation of acquired assets and liabilities. 15 Table of Contents Goodwill Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination.
The decrease was driven by a 2.6 percent decrease in product pricing, partially offset by a 1.6 percent increase in sales volume. The 3.6 percent increase from M&A was due to our acquisitions that occurred during the last year.
The flat organic revenue was driven by a 0.8 percent increase in product pricing offset by a 0.8 percent decrease in sales volume. The 2.1 percent decrease from M&A was due to our acquisitions and divestiture that occurred during the last year.
The Construction Adhesives operating segment manufactures and provides specialty adhesives, sealants, tapes, mortars, grouts, and application devices for commercial building roofing systems, heavy infrastructure projects, road/highway/airport transportation applications, telecom/5G utilities, industrial LNG plants, building envelope applications, HVAC insulation systems, and for both residential and commercial flooring underlayment solutions.
The Building Adhesive Solutions operating segment manufactures and provides specialty adhesives, sealants, tapes and application devices for commercial building roofing systems, heavy infrastructure projects, road/highway transportation applications, telecom/5G utilities, industrial LNG plants, building envelope applications, HVAC insulation systems, performance woodworking and insulating glass.
The 1.7 percent negative currency effect was due to a weaker Egyptian pound, Turkish lira, Brazilian real and Chilean peso offset by a stronger Euro, Colombian peso and British pound sterling compared to the U .S. dollar. As a percentage of net r evenue, raw material costs decreased 120 basis points due to lower raw material costs.
The 1.3 percent negative currency effect was due to a weaker Egyptian pound, Brazilian real, Mexican peso and Turkish lira offset by a stronger Euro compared to the U .S. dollar. As a percentage of net r evenue, raw material costs increased 10 basis points. Other manufacturing costs as a percentage of net revenue decreased 20 basis points.
The 0.6 percent negative currency effect was due to a weaker Turkish lira, Chinese renminbi and Brazilian real offset by a stronger Euro and British pound sterling compared to the U.S. dollar. As a percentage of net r evenue, raw material costs decreased 310 basis points due to lower raw material costs.
The 0.2 percent ne gative currency effect was due to a weaker Chinese renminbi, Turkish lira and Mexican peso offset by a stronger Euro and British pound sterling compared to the U.S. dollar. As a percentage of net r evenue, raw material costs decreased 260 basis points due to increased pricing, lower raw material costs and the impact of acquisitions.
Under the U.S. pension plan, the compensation amount was locked-in as of May 31, 2011 and thus the benefit no longer includes compensation increases.
Under the U.S. pension plan, the compensation amount was locked-in as of May 31, 2011 and thus the benefit no longer includes compensation increases. Recoverability of Long-Lived Assets The assessment of the recoverability of long-lived assets reflects our assumptions and estimates.
The following table shows the net revenue variance analysis for fiscal 2024 compared to fiscal 2023. 2024 vs 2023 Organic revenue growth (1.0 )% M&A 3.6 % Currency (1.0 )% Net revenue growth 1.6 % Organic revenue in 2024 compared to 2023 decreased 1.0 percent and consisted of a 9.5 percent increase in Construction Adhesives, a 4.0 percent decrease in Hygiene, Health and Consumable Adhesives and a 1.0 percent decrease in Engineering Adhesives.
The following table shows the net revenue variance analysis for fiscal 2025 compared to fiscal 2024. 2025 vs 2024 Organic revenue growth 0.0 % M&A (2.1 )% Currency (0.6 )% Net revenue growth (2.7 )% Organic revenue in 2025 compared to 2024 was flat and consisted of a 0.7 percent increase in Engineering Adhesives, a 0.1 percent increase in Hygiene, Health and Consumable Adhesives and a 1.3 percent decrease in Building Adhesive Solutions.
Net Financial Assets (Liabilities) ($ in millions) 2024 2023 Financial assets: Cash and cash equivalents $ 169.4 $ 179.5 Foreign exchange contracts 2.1 13.5 Interest rate swaps 1.8 3.6 Financial liabilities: Notes payable (0.6 ) (1.8 ) Long-term debt (2,010.1 ) (1,836.6 ) Foreign exchange contracts (7.1 ) (5.0 ) Interest rate swaps (33.0 ) (41.6 ) Net investment hedges 51.9 (72.6 ) Net financial liabilities $ (1,825.6 ) $ (1,761.1 ) Of the $169.4 million in cash and cash equivalents as of November 30, 2024, $166.4 million was held outside the U.S.
Net Financial Assets (Liabilities) ($ in millions) 2025 2024 Financial assets: Cash and cash equivalents $ 107.2 $ 169.4 Foreign exchange contracts 4.8 2.1 Interest rate swaps - 1.8 Financial liabilities: Notes payable - (0.6 ) Long-term debt (2,016.9 ) (2,010.1 ) Foreign exchange contracts (0.6 ) (7.1 ) Interest rate swaps (29.0 ) (33.0 ) Net investment hedges (113.1 ) (51.9 ) Net financial liabilities $ (2,047.6 ) $ (1,929.4 ) Of the $107.2 million in cash and cash equivalents as of November 29, 2025 , $105.4 million was held outside the U.S.
In implementing the Plans, the Company currently expects to incur costs of a pproximately $60.0 million to $65.0 million ($46.6 million to $50.7 million after-tax), which include (i) cash expenditures of approximately $28.4 million to $29.6 million ($22.0 million to $23.0 million after-tax) for severance and related employee costs globally and (ii) other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.
In implementing the Plans, the Company currently expects to incur costs of a pproximately $80.0 million to $85.0 million ($54.6 million to $58.0 million after-tax), which include (i) cash expenditures of approximately $47.0 million to $48.0 million ($32.1 million to $32.8 million after-tax) for severance and related employee costs globally and (ii) other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.
At November 30, 2024 , a balance of $462.5 million was outstanding on Term Loan A. Interest on Term Loan B is payable at SOFR plus an interest rate spread of 2.00 percent with a SOFR floor of 0.50 percent (6.57 percent at November 30, 2024 ). Term Loan B matures on February 15, 2030.
At November 29, 2025 , a balance of $431.3 million was outstanding on Term Loan A. Interest on Term Loan B is payable at SOFR plus an interest rate spread of 1.75 percent with a SOFR floor of 0.50 percent (5.67 percent at November 29, 2025 ). Term Loan B matures on February 15, 2030.
Our total year organic revenue growth, which we define as the combined variances from sales volume and product pricing, decreased 1.0 percent for 2024 compared to 2023 due to a decrease in product pricing, partially offset by an increase in sales volume. In 2024 , our diluted earnings per share was $2.30 compared to $2.59 in 2023 .
Our total year organic revenue growth, which we define as the combined variances from sales volume and product pricing, was flat for 2025 compared to 2024 due to an increase in product pricing offset by a decrease in sales volume.
We evaluate our goodwill for impairment annually at the beginning of the fourth quarter or earlier upon the occurrence of substantive unfavorable changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization.
Our reporting units are as follows: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions. We evaluate our goodwill for impairment annually at the beginning of the fourth quarter or earlier upon the occurrence of substantive unfavorable events or changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization.
Income from equity method investments ($ in millions) 2024 2023 Income from equity method investments $ 4.1 $ 4.4 The income from equity method investments relates to our 50 percent ownership of the Sekisui-Fuller joint venture in Japan. The lower income for 2024 compared to 2023 is due to the lower net income in our joint venture for the year.
Income from equity method investments ($ in millions) 2025 2024 Income from equity method investments $ 3.8 $ 4.1 The income from equity method investments relates to our 50 percent ownership of the Sekisui-Fuller joint venture in Japan.
Excluding the discrete tax expense of $26.1 million, the overall effective tax rate was 28.8 percent. The increase in the overall effective tax rate for 2024 compared to 2023 , excluding the impact of discrete items, is primarily due to the change in the mix of earnings across jurisdictions.
Excluding the discrete tax benefit of $5.5 million, the overall effective tax rate was 33.9 percent. The decrease in the overall effective tax rate for 2025 compared to 2024 , excluding the impact of discrete items, is primarily due to the change in the mix of earnings across jurisdictions.
Our expected long-term rate of return on U.S. plan assets was based on our target asset allocation assumption of 55 percent equities and 45 percent fixed-income.
The expected long-term rat e of return on plan assets assumption for the U.S. pension plan was 7.50 percent in 2025 and 7.75 percent in both 2024 and 2023 . Our expected long-term rate of return on U.S. plan assets was based on our target asset allocation assumption of 55 percent equities and 45 percent fixed-income.
Raw material cost as a percentage of net revenue decreased 210 basis points in 2024 compared to 2023 due to lower raw material costs.
Raw material cost as a percentage of net revenue decreased 100 basis points in 2025 compared to 2024 due to higher pricing and lower raw material costs. Other manufacturing costs as a percentage of net revenue decreased 30 basis points in 2025 compared to 2024.
See Note 11 to the Consolidated Financial Statements for further information on income tax accounting. 25 Table of Contents Acquisition Accounting As we enter into business combinations, we perform acquisition accounting requirements including the following: ● Identifying the acquirer, ● Determining the acquisition date, ● Recognizing and measuring the identifiable assets acquired and the liabilities assumed, and ● Recognizing and measuring goodwill or a gain from a bargain purchase.
Acquisition Accounting As we enter into business combinations, we perform acquisition accounting requirements including the following: ● Identifying the acquirer, ● Determining the acquisition date, ● Recognizing and measuring the identifiable assets acquired and the liabilities assumed, and ● Recognizing and measuring goodwill or a gain from a bargain purchase.
The use of cash in 2024, compared to the source of cash in 2023 is due to higher inventory purchases at higher prices in 2024 compared to the prior year.
The lower use of cash in 2025, compared to 2024 was due to higher inventory purchases at higher prices in 2024 compared to the current year.
The fluctuations of the Euro, Chinese renminbi, British pound sterling, Egyptian pound, Turkish lira, Brazilian real, Chilean peso and Colombian peso against the U.S. dollar have the largest impact on our financial results as compared to all other currencies.
The fluctuations of the Euro, British pound sterling, Turkish lira, Egyptian pound, Brazilian real, Mexican peso and Chinese renminbi against the U.S. dollar have the largest impact on our financial results as compared to all other currencies. In 2025 , currency fluctuations had a negative i mpact on net revenue of approximately $20.1 million as compared to 2024.
Reporting units are determined by the discrete financial information available for the component and whether it is regularly reviewed by segment management. Components are aggregated into a single reporting unit if they share similar economic characteristics. Our reporting units are as follows: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives.
Goodwill is allocated to our reporting units, which are our operating segments or one level below our operating segments (the component level). Reporting units are determined by the discrete financial information available for the component and whether it is regularly reviewed by segment management. Components are aggregated into a single reporting unit if they share similar economic characteristics.
Cost of sales ($ in millions) 2024 2023 2024 vs 2023 Cost of sales $ 2,506.9 $ 2,502.0 0.2 % Percent of net revenue 70.2 % 71.3 % Cost of sales in 2024 compared to 2023 decreased 110 basis points as a percentage of net revenue.
Cost of sales ($ in millions) 2025 2024 2025 vs 2024 Cost of sales $ 2,392.9 $ 2,506.9 (4.5 )% Percent of net revenue 68.9 % 70.2 % Cost of sales in 2025 compared to 2024 decreased 130 basis points as a percentage of net revenue.
We received cash of $4.9 million in proceeds from insurance recoveries related to property, plant and equipment. 36 Table of Contents Cash Flows from Financing Activities ($ in millions) 2024 2023 Net cash provided by financing activities $ 112.1 $ 35.1 In 2024, we received $1,932.9 million in proceeds and repaid $1,764.9 million of long-term debt including borrowings and repayments on our revolving credit facility and in 2023, we received $2,233.3 million in proceeds and repaid $2,126.5 million of long-term debt.
Cash Flows from Financing Activities ($ in millions) 2025 2024 Net cash provided by financing activities $ (107.9 ) $ 112.1 In 2025, we received $1,300.3 million in proceeds and repaid $1,305.4 million of long-term debt including borrowings and repayments on our revolving credit facility and in 2024, we received $1,932.9 million in proceeds and repaid $1,764.9 million of long-term debt.
Significant judgment is involved in estimating these factors, and they include inherent uncertainties. The measurement of the recoverability of these assets is dependent upon the accuracy of the assumptions used in making these estimates and how the estimates compare to the eventual future operating performance of the specific businesses to which the assets are attributed.
The measurement of the recoverability of these assets is dependent upon the accuracy of the assumptions used in making these estimates and how the estimates compare to the eventual future operating performance of the specific businesses to which the assets are attributed. Judgments made by us include the expected useful lives of long-lived assets.
There are no contractual or regulatory restrictions on the ability of consolidated and unconsolidated subsidiaries to transfer funds in the form of cash dividends, loans or advances to us.
It is not practical for us to determine the U.S. tax implications of the repatriation of these funds. 22 Table of Contents There are no contractual or regulatory restrictions on the ability of consolidated and unconsolidated subsidiaries to transfer funds in the form of cash dividends, loans or advances to us.
Interest payable on our long-term debt to taled $1.7 mil lion as of November 30, 2024. Revolving Credit Facility We have a revolving credit agreement with a consortium of financial institutions at November 30, 2024.
Interest payable on our long-term deb t totaled $4.5 mil lion as of November 29, 2025. Revolving Credit Facility We have a revolving credit agreement with a consortium of financial institutions at November 29, 2025.
The higher purchases in 2024 reflect the timing of capital projects and expenditures related to growth initiatives. Proceeds from the sale of property, plant and equipment were $1.2 million in 2024 compared to $5.0 million in 2023. We paid cash, net of cash acquired, of $273.9 million and $205.1 million for purchased businesses in 2024 and 2023, respectively.
We paid cash, net of cash acquired, of $167.0 million and $273.9 million for purchased businesses in 2025 and 2024, respectively. We received cash of $75.7 million in proceeds from the sale of a business in 2025. Proceeds from the sale of property, plant and equipment were $5.0 million in 2025 compared to $1.2 million in 2024.
Construction Adhesives ($ in millions) 2024 2023 2024 vs 2023 Net revenue $ 563.2 $ 480.7 17.2 % Segment operating income (loss) $ 25.3 $ 6.0 321.7 % Segment profit margin % 4.5 % 1.2 % The following tables provide details of Construction Adhesives net revenue variances: 2024 vs 2023 Organic revenue growth 9.5 % M&A 7.5 % Currency 0.2 % Net revenue growth 17.2 % Net revenue increased 17.2 percent in 2024 compared to 2023.
Engineering Adhesives ($ in millions) 2025 2024 2025 vs 2024 Net revenue $ 1,061.8 $ 1,009.0 5.2 % Segment adjusted EBITDA $ 236.0 $ 200.5 17.7 % Segment adjusted EBITDA margin 22.2 % 19.9 % The following tables provide details of Engineering Adhesives net revenue variances: 2025 vs 2024 Organic revenue growth 0.7 % M&A 4.7 % Currency (0.2 )% Net revenue growth 5.2 % Net revenue increased 5.2 percent in 2025 compared to 2024.
The restructuring costs will be spread across the next several fiscal quarters as the measures are implemented with the majority of the charges recognized and cash payments occurring in fiscal 2023 and 2024. 22 Table of Contents Critical Accounting Policies and Significant Estimates Management’s discussion and analysis of our results of operations and financial condition are based upon the Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.
Critical Accounting Policies and Significant Estimates Management’s discussion and analysis of our results of operations and financial condition are based upon the Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.
For the 2024 impairment test, the fair value of the reporting units exceeded the respective carrying values by 20 percent to 147 percent. Significant assumptions used in the DCF analysis included discount rates that ranged from 9.1 percent to 10.1 percent and long-term revenue growth rates. See Note 5 to the Consolidated Financial Statements for further information regarding goodwill.
For the 2025 impairment test, the fair value of the reporting units exceeded the respective carrying values by a range of 33 percent to 80 percent. Significant assumptions used in the DCF analysis included discount rates that ranged from 10.4 percent to 10.7 percent and long-term revenue growth rates and EBITDA margins.
Additionally, we have taken the income tax position that the majority of our cash in non-U.S. locations is indefinitely reinvested. Debt Outstanding and Debt Capacity Notes Payable Notes payable were $0.6 million at November 30, 2024 and $1.8 million at December 2, 2023. These amounts primarily represented various foreign subsidiaries’ short-term borrowings that were not part of committed lines.
Additionally, we have taken the income tax position that the majority of our cash in non-U.S. locations is indefinitely reinvested. Debt Outstanding and Debt Capacity Notes Payable There were no notes payable at November 29, 2025 and a balance of $0.6 million at November 30, 2024.
The current weighted-average interest rates on these short-term borrowings wer e approximately 6.17 p ercent in 2024 and 10.75 percent in 2023. 32 Table of Contents Long-Term Debt Long-term debt consists of a senior secured term loan (“Term Loan A”) with an aggregate principal amount of $500.0 million and a senior secured term loan (“Term Loan B”) with an aggregate principal amount of $994.0 million, issued pursuant to a Second Amended and Restated Credit Agreement, dated as of February 15, 2023, as amended.
Long-Term Debt Long-term debt consists of a senior secured term loan (“Term Loan A”) with an aggregate principal amount of $500.0 million and a senior secured term loan (“Term Loan B”) with an aggregate principal amount of $994.0 million, issued pursuant to a Second Amended and Restated Credit Agreement, dated as of February 15, 2023, as amended.
Net periodic pension cost for a given fiscal year is based on assumptions developed at the end of the previous fiscal year. A discount rate change of 0.5 percentage points at November 30, 2024 would impact U.S. pension and other postretirement plan (income) expense by $0.1 million (pre-tax) in fiscal 2025.
A discount rate change of 0.5 percentage points at November 29, 2025 would impact U.S. pension and other postretirement plan (income) expense by $0.1 million (pre-tax) in fiscal 2025. Discount rates for non-U.S. plans are determined in a manner consistent with the U.S. plans.
The approach identifies a broad population of corporate bonds that meet the quality and size criteria for the particular plan. We use this approach rather than a specific index that has a certain set of bonds that may or may not be representative of the characteristics of our particular plan.
We use this approach rather than a specific index that has a certain set of bonds that may or may not be representative of the characteristics of our particular plan. A higher discount rate reduces the present value of the pension obligations.
The increase is due to the impact of acquisitions and higher compensation costs, partially offset by a gain on insurance claims.
The increase is due to the impact of acquisitions/divestitures and higher compensation costs.
Interest income ($ in millions) 2024 2023 Interest income $ 4.7 $ 3.9 Interest income in 2024 and 2023 was $4.7 million and $3.9 million, respectively, consisting primarily of interest on cross-currency swap activity and other miscellaneous interest income. 27 Table of Contents Income tax expense: ($ in millions) 2024 2023 Income tax expense $ 56.4 $ 93.5 Effective tax rate 30.9 % 39.9 % Income tax expense of $56.4 million in 2024 includes $5.5 million of discrete tax benefit, primarily related to various foreign tax matters as well as an excess tax benefit related to U.S. stock compensation.
Excluding the discrete tax expense of $7.5 million, the overall effective tax rate was 27.7 percent. Income tax expense of $56.4 million in 2024 includes $5.5 million of discrete tax benefit, primarily related to various foreign tax matters as well as an excess tax benefit related to U.S. stock compensation.
The DSO was 55 days at November 30, 2024 and 58 days at December 2, 2023. ● Inventory – Changes in inventory resulted in a $30.1 million use of cash in 2024 compared to a $72.6 million source of cash in 2023.
The DSO was 57 days at November 29, 2025 and 55 days at November 30, 2024. ● Inventory – Changes in inventory resulted in a $10.3 million and a $30.1 use of cash in 2025 and 2024, respectively.
Other manufacturing costs as a percentage of net revenue increased 100 basis points due to lower product pricing and the impact of acquisitions. SG&A expenses as a percentage of net revenue increased 150 basis points due to the impact of acquisitions, lower net revenue and higher compensation costs.
SG&A expenses as a percentage of net revenue increased 100 basis points due to the impact of acquisitions and higher compensation costs. Segment adjusted EBITDA margin increased 70 basis points due to higher depreciation and amortization expense and higher pension and other postretirement plan income.
Diluted earnings per share were $2.30 per share in 2024 and $2.59 per share in 2023. Operating Segment Results 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.
Fuller as reflected in the audited consolidated statements of income see “Non-GAAP Measures” below. Operating Segment Results 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.
Goodwill and Other Intangible Assets As of November 30, 2024, goodwill totaled $1,532.2 million (31.1 percent of total assets) and other intangible assets, net of accumulated amortization, totaled $770.2 million (15.6 percent of total assets). 33 Table of Contents The components of goodwill and other identifiable intangible assets, net of amortization, by segment are as follows: 2024 Hygiene, Health and Consumable Engineering Construction ($ in millions) Adhesives Adhesives Adhesives Total Goodwill $ 399.5 $ 726.7 $ 406.0 $ 1,532.2 Purchased technology and patents 37.5 38.1 14.0 89.6 Customer relationships 111.2 309.8 217.8 638.8 Tradenames 9.2 19.7 9.5 38.4 Other finite-lived intangible assets 1.0 - 2.0 3.0 Indefinite-lived intangible assets - 0.5 - 0.5 2023 Hygiene, Health and Consumable Engineering Construction ($ in millions) Adhesives Adhesives Adhesives Total Goodwill $ 402.6 $ 651.1 $ 432.8 $ 1,486.5 Purchased technology and patents 41.7 28.9 14.5 85.1 Customer relationships 126.8 226.9 250.6 604.3 Tradenames 11.6 13.6 10.2 35.4 Other finite-lived intangible assets 1.5 - 2.4 3.9 Indefinite-lived intangible assets - 0.5 - 0.5 34 Table of Contents Selected Metrics of Liquidity and Capital Resources Key metrics we monitor are net working capital as a percent of annualized net revenue, trade receivables days sales outstanding (DSO), inventory days on hand, free cash flow and debt capitalization ratio.
The components of goodwill and other identifiable intangible assets, net of amortization, by segment are as follows: 2025 Hygiene, Health Building and Consumable Engineering Adhesive ($ in millions) Adhesives Adhesives Solutions Total Goodwill $ 517.8 $ 610.1 $ 552.2 $ 1,680.1 Purchased technology and patents 124.8 29.4 20.6 174.8 Customer relationships 108.4 248.0 227.8 584.2 Tradenames 21.0 16.5 9.4 46.9 23 Table of Contents 2024 Hygiene, Health Building and Consumable Engineering Adhesive ($ in millions) Adhesives Adhesives Solutions Total Goodwill $ 399.5 $ 581.3 $ 551.4 $ 1,532.2 Purchased technology and patents 38.5 32.2 21.8 92.5 Customer relationships 111.2 268.8 258.8 638.8 Tradenames 9.2 18.1 11.1 38.4 Indefinite-lived intangible assets - 0.2 0.3 0.5 Selected Metrics of Liquidity and Capital Resources Key metrics we monitor are net working capital as a percent of annualized net revenue, trade receivables days sales outstanding (DSO), inventory days on hand, free cash flow and debt capitalization ratio.
Excluding the discrete tax benefit of $5.5 million, the overall effective tax rate was 33.9 percent. Income tax expense of $93.5 million in 2023 includes $26.1 million of discrete tax expense, primarily related to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, as well as other various U.S. and foreign tax matters.
Income tax expense: ($ in millions) 2025 2024 Income tax expense $ 67.1 $ 56.4 Effective tax rate 31.2 % 30.9 % Income tax expense of $67.1 million in 2025 includes $7.5 million of discrete tax expense, primarily related to the impact of withholding tax recorded on earnings no longer permanently reinvested, offset by various U.S. and foreign tax matters.
The 4.0 decrease in organic revenue growth was attributable to a decrease in product pricing and sales volume. The 2.3 percent increase in net revenue from M&A was due to acquisitions of Beardow Adams in the second quarter of 2023 and Adhezion in the third quarter of 2023.
The 0.7 percent increase in organic revenue growth was attributable to an increase in product pricing. The 4.7 percent increase in net revenue from M&A was due to the acquisition of ND Industries, Inc. and ND Industries Asia, Inc. in the second quarter of 2024.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeMarket risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. 37 Table of Contents Our financial performance may be negatively affected by unfavorable economic conditions. Recessionary economic conditions may have an adverse impact on our sales volumes, pricing levels and profitability.
Biggest changeOur financial performance may be negatively affected by unfavorable economic conditions. Recessionary economic conditions may have an adverse impact on our sales volumes, pricing levels and profitability. As domestic and international economic conditions change, trends in discretionary consumer spending also become unpredictable and subject to reductions due to uncertainties about the future.
Principal foreign currency exposures relate to the Euro, Chinese renminbi, British pound sterling, Egyptian pound, Turkish lira, Brazilian real, Canadian dollar, Australian dollar and Mexican peso . We enter into cross border transactions through importing and exporting goods to and from different countries and locations.
Principal foreign currency exposures relate to the Euro, Turkish lira, Egyptian pound, Brazilian real, Mexican peso, Chinese renminbi, British pound sterling, Indian Rupee, Australian dollar and Canadian dollar . We enter into cross-border transactions through importing and exporting goods to and from different countries and locations.
Foreign Exchange Risk As a result of being a global enterprise, there is exposure to market risks from changes in foreign currency exchange rates. Our operating results, financial condition and net investment in foreign subsidiaries are subject to both currency translation and currency transaction risk. Approximately 55 percent of net revenue was generated outside of the United States in 2024.
Foreign Exchange Risk As a result of being a global enterprise, there is exposure to market risks from changes in foreign currency exchange rates. Our operating results, financial condition and net investment in foreign subsidiaries are subject to both currency translation and currency transaction risk. Approximately 56 percent of net revenue was generated outside of the United States in 2025.
The annual impact on interest expense of a one-percentage point interest rate change on the outstanding balance of our variable rate debt, net of interest rate swap derivatives as of November 30, 2024, would have resulted in a change in net income of approximately $6.0 million or $0.11 per diluted share.
The annual impact on interest expense of a one-percentage point interest rate change on the outstanding balance of our variable rate debt, net of interest rate swap derivatives as of November 29, 2025, would have resulted in a change in net income of approximately $6.6 million or $0.12 per diluted share.
Interest Rate Risk Exposure to changes in interest rates results primarily from borrowing activities used to fund operations. Committed floating rate credit facilities are used to fund a portion of operations. We believe that probable near-term changes in interest rates would not materially affect our financial condition, results of operations or cash flows.
Committed floating rate credit facilities are used to fund a portion of operations. We believe that probable near-term changes in interest rates would not materially affect our financial condition, results of operations or cash flows.
Based on 2024 financial results, a hypothetical one percent change in our cost of sales due to foreign currency rate changes would have resulted in a change in net income attributable to H.B. Fuller of approximately $8.4 million or $0.15 per diluted share.
Based on 2025 financial results, a hypothetical one percent change in our cost of sales due to foreign currency rate changes would have resulted in a change in net income attributable to H.B. Fuller of approximately $9.1 million or $0.17 per diluted share.
Based on 2024 financial results and foreign currency balance sheet positions as of November 30, 2024, a hypothetical overall 10 percent change in the U.S. dollar would have resulted in a change in net income of approximately $15.7 million or $0.28 per diluted share.
Based on 2025 financial results and foreign currency balance sheet positions as of November 29, 2025, a hypothetical overall 10 percent change in the U.S. dollar would have resulted in a change in net income of approximately $18.0 million or $0.32 per diluted share.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk Market Risk We are exposed to various market risks, including changes in interest rates, foreign currency rates and prices of raw materials.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk Market Risk We are exposed to various market risks, including changes in interest rates, foreign currency rates and prices of raw materials. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates.
As domestic and international economic conditions change, trends in discretionary consumer spending also become unpredictable and subject to reductions due to uncertainties about the future. A general reduction in consumer discretionary spending due to a recession in the domestic and international economies, or uncertainties regarding future economic prospects, could have a material adverse effect on our results of operations.
A general reduction in consumer discretionary spending due to a recession in the domestic and international economies, or uncertainties regarding future economic prospects, could have a material adverse effect on our results of operations. Interest Rate Risk Exposure to changes in interest rates results primarily from borrowing activities used to fund operations.
Based on 2024 financial results, a hypothetical one percent change in our raw material costs would have resulted in a change in net income of approximately $12.0 million or $0.21 per diluted share. 38 Table of Contents Recently Issued Accounting Pronouncements See Note 1 to the Consolidated Financial Statements for information concerning new accounting standards and the impact of the implementation of these standards on our financial statements.
Based on 2025 financial results, a hypothetical one percent change in our raw material costs would have resulted in a change in net income of approximately $12.6 million or $0.23 per diluted share.
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Recently Issued Accounting Pronouncements See Note 1 to the Consolidated Financial Statements for information concerning new accounting standards and the impact of the implementation of these standards on our financial statements. 27

Other FUL 10-K year-over-year comparisons