8-K
Fuller H B Co (FUL)
`UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 24, 2025
H.B. Fuller Company
(Exact Name of Company as Specified in Charter)
| Minnesota | 001-09225 | 41-0268370 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1200 Willow Lake Boulevard, P.O. Box 64683, St. Paul, Minnesota | 55164-0683 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Company’s telephone number, including area code: (651) 236-5900
| (Former name or former address, if changed since last report) |
|---|
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $1.00 | FUL | NYSE |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 2.02. | Results of Operations and Financial Condition. |
|---|
On September 24, 2025, H.B. Fuller Company (the “Company”) announced its operating results for the third quarter ended August 30, 2025. A copy of the press release that discusses this matter is furnished as Exhibit 99.1 to, and incorporated by reference in, this report.
The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01. | Financial Statements and Exhibits. |
|---|---|
| (d) | Exhibits. |
| --- | --- |
| 99.1 | Press Release, dated September 24, 2025, issued by H.B. Fuller Company |
| --- | --- |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| --- | --- |
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: September 25, 2025
| H.B. FULLER COMPANY | |
|---|---|
| By: | /s/ Gregory O. Ogunsanya |
| Gregory O. Ogunsanya | |
| Senior Vice President, General Counsel<br> and Corporate Secretary |
3
ex_864132.htm
 <br><br> <br>Worldwide Headquarters<br><br> <br>1200 Willow Lake Boulevard<br><br> <br>St. Paul, Minnesota 55110-5101 |
Exhibit 99.1<br><br> <br><br><br> <br>Scott Jensen<br><br> <br>Investor Relations Contact<br><br> <br>651-236-5060 |
|---|---|
| NEWS | September 24, 2025 |
H.B. Fuller Reports Third Quarter 2025 Results
Reported EPS (diluted) of $1.22; Adjusted EPS (diluted) of $1.26, up 12% year-on-year
Net income of $67 million; Adjusted EBITDA of $171 million, up 3% year-on-year
Adjusted EBITDA margin of 19.1%, up 110 basis points year-on-year
ST. PAUL, Minn. – H.B. Fuller Company (NYSE: FUL) today reported financial results for its third quarter that ended August 30, 2025.
Third Quarter 2025 Noteworthy Items:
| ■ | Net revenue for the third quarter of fiscal 2025 was $892 million, down 2.8% versus the third quarter of fiscal 2024; adjusting for the flooring divestiture, net revenue was up 1.6% year-on-year; |
|---|---|
| ■ | Gross profit margin was 32.0%; adjusted gross profit margin was 32.3%, up 190 basis points year-on-year, driven principally by favorable net pricing and raw material cost actions, the impact of acquisitions and divestitures, and cost reduction efforts; |
| --- | --- |
| ■ | Net income was $67 million; adjusted EBITDA was $171 million, up 3% year-on-year; adjusted EBITDA margin expanded 110 basis points year-on-year to 19.1%; |
| --- | --- |
| ■ | Cash flow from operations increased 13% year-on-year to $99 million; |
| --- | --- |
| ■ | Reported EPS (diluted) was $1.22; adjusted EPS (diluted) was $1.26, up 12% year-on-year, driven by higher adjusted net income and lower shares outstanding. |
| --- | --- |
Summary of Third Quarter 2025 Results:
The Company’s net revenue for the third quarter of fiscal 2025 was $892 million, down 2.8%; adjusting for the flooring divestiture, net revenue was up 1.6% year-on-year versus the third quarter of fiscal 2024. Pricing increased net revenue by 1.0%, which was more than offset by lower volume, resulting in a 0.9% organic revenue decline year-on-year. Foreign currency translation increased net revenue by 1.0% and the net impact of acquisitions and divestitures decreased net revenue by 2.9%.
1
Gross profit in the third quarter of fiscal 2025 was $285 million. Adjusted gross profit was $288 million. Adjusted gross profit margin of 32.3% increased 190 basis points year-on-year. The net impact of pricing and raw material cost actions, the impact of acquisitions and divestitures, and targeted cost reduction efforts drove the year-on-year increase in adjusted gross profit margin.
Selling, general and administrative (SG&A) expense was $175 million in the third quarter of fiscal 2025 and adjusted SG&A was $169 million versus $164 million in the third quarter of fiscal 2024. Adjusting for the net impact of acquisitions and divestitures, foreign exchange, and variable compensation, adjusted SG&A was flat year-on-year, reflecting diligent expense management.
Net income attributable to H.B. Fuller for the third quarter of fiscal 2025 was $67 million, or $1.22 per diluted share. Adjusted net income attributable to H.B. Fuller for the third quarter of fiscal 2025 was $69 million. Adjusted EPS was $1.26 per diluted share, up 12% year-on-year driven by higher adjusted net income and lower shares outstanding.
Adjusted EBITDA in the third quarter of fiscal 2025 was $171 million, up 3% year-on-year driven principally by the net impact of pricing and raw material cost actions. Adjusted EBITDA margin increased 110 basis points year-on-year to 19.1%.
Commenting on the third quarter, H.B. Fuller President and CEO Celeste Mastin said, “We delivered a strong quarter, evidenced by continued margin expansion and double-digit EPS growth despite the challenging operating environment. Our continued operational discipline, strong execution, and ongoing portfolio shift keep us on track to achieve our greater than 20% EBITDA margin target. Despite our strong performance, we remain cautious and have tightened our guidance range for the year to reflect a globally subdued economic backdrop. Looking forward, we expect volume growth to remain elusive, and end market conditions to be challenging. However, we continue to actively focus on enhancing the composition of our portfolio, driving continued efficiencies, and structurally repositioning the company for growth and continued margin expansion, consistent with our long-term strategy.”
Balance Sheet and Working Capital:
As a percentage of annualized revenue, net working capital increased 90 basis points year-on-year to 17.0% due to slightly higher inventory days on hand in preparation for our manufacturing footprint optimization.
Net debt at the end of the third quarter of fiscal 2025 was $1,958 million, down $58 million sequentially versus the second quarter and up $68 million year-on-year. Net debt-to-adjusted EBITDA decreased from 3.4X at the end of the second quarter of fiscal 2025, to 3.3X at the end of the third quarter of fiscal 2025, consistent with our plan to bring down leverage. Solid cash flow from operations and growth in adjusted EBITDA drove the sequential decrease in the ratio.
2
Fiscal 2025 Outlook:
As a result of our year-to-date performance and current macroeconomic conditions, we are updating our previously communicated financial guidance for fiscal 2025 as follows:
| ■ | Net revenue for fiscal 2025 is expected to be down 2% to 3%; organic revenue for fiscal 2025 is now expected to be flat to up 1%; we now expect foreign exchange to adversely impact net revenue by approximately 1.0%; |
|---|---|
| ■ | Adjusted EBITDA for fiscal 2025 is now expected to be in the range of $615 million to $625 million, equating to growth of 4% to 5% year-on-year; |
| --- | --- |
| ■ | Adjusted EPS (diluted) is now expected to be in the range of $4.10 to $4.25, equating to growth of 7% to 11% year-on-year; |
| --- | --- |
| ■ | Cash flow from operations is now expected to be in the range of $275 million to $300 million and capital expenditures are now expected to be approximately $140 million for the year; |
| --- | --- |
| ■ | We now expect net interest expense for the year to be approximately $125 million to $130 million and the full year adjusted tax rate to be between 26.0% and 26.5%. |
| --- | --- |
Conference Call:
The Company will hold a conference call on September 25, 2025, at 9:30 a.m. CT (10:30 a.m. ET) to discuss its results. Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the Company’s website at https://investors.hbfuller.com. Participants must register prior to accessing the webcast using this link and should do so at least 10 minutes prior to the start of the call to install and test any necessary software and audio connections. A telephone replay of the conference call will be available from 12:30 p.m. CT on September 25, 2025, to 10:59 p.m. CT on October 2, 2025. To access the telephone replay dial 1-800-770-2030 (toll free) or 1-609-800-9909 and enter the Conference ID: 6370505.
3
Regulation G:
The information presented in this earnings release regarding consolidated and segment organic revenue growth, operating income, adjusted gross profit, adjusted gross profit margin, adjusted selling, general and administrative expense, adjusted income before income taxes and income from equity investments, adjusted income taxes, adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA margin, net debt, net debt-to-adjusted EBITDA, trailing twelve months adjusted EBITDA, net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue does not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the Company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported U.S. GAAP results in the “Regulation G Reconciliation” tables in this press release with the exception of our forward-looking non-GAAP measures contained above in our Fiscal 2025 Outlook, which the Company cannot reconcile to forward-looking GAAP results without unreasonable effort.
About H.B. Fuller:
As the largest pureplay adhesives company in the world, H.B. Fuller’s (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2024 revenue of $3.6 billion, our mission to Connect What Matters is brought to life by more than 7,500 global team members who collaborate with customers across more than 30 market segments in over 140 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com.
Safe Harbor for Forward-Looking Statements:
Certain statements in this press release may be considered forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” “target,” “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the availability and pricing of raw materials; the impact of potential cybersecurity attacks and security breaches; failures in our information technology systems; the impact on the supply chain, raw material costs and pricing of our products due to military conflict, including between Russia and Ukraine and in the Middle East; the impact on our margins and product demand due to inflationary pressures; the substantial amount of debt we have incurred to finance our acquisition of Royal, our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, and the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to our current dividend policy; our ability to effectively manage and realize expected benefits from completed and future mergers, acquisitions, and divestitures; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; uncertain political and economic conditions; fluctuations in product demand; competing products and pricing; our geographic and product mix; disruptions to our relationships with our major customers and suppliers; regulatory compliance across our global footprint; trade policies and economic sanctions impacting our markets; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and investigations, including for product liability and environmental matters; impairment charges on our goodwill or long-lived assets; the consequences of the COVID-19 outbreak and other pandemics on our operations and financial results; the effect of new accounting pronouncements and accounting charges and credits; and similar matters.
Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.
4
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED FINANCIAL INFORMATION | ||||||||||||
| In thousands, except per share amounts (unaudited) | ||||||||||||
| Three Months<br><br> <br>Ended<br><br> <br>August 30,<br><br> <br>2025 | Percent of<br><br> <br>Net Revenue | Three Months<br><br> <br>Ended<br><br> <br>August 31,<br><br> <br>2024 | Percent of<br><br> <br>Net Revenue | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net revenue | $ | 892,043 | 100.0 | % | $ | 917,927 | 100.0 | % | ||||
| Cost of sales | (606,929 | ) | (68.0 | )% | (642,198 | ) | (70.0 | )% | ||||
| Gross profit | 285,114 | 32.0 | % | 275,729 | 30.0 | % | ||||||
| Selling, general and administrative expenses | (174,974 | ) | (19.6 | )% | (171,388 | ) | (18.7 | )% | ||||
| Other income, net | 5,308 | 0.6 | % | 2,148 | 0.2 | % | ||||||
| Interest expense | (33,630 | ) | (3.8 | )% | (35,288 | ) | (3.8 | )% | ||||
| Interest income | 1,110 | 0.1 | % | 1,092 | 0.1 | % | ||||||
| Income before income taxes and income from equity method investments | 82,928 | 9.3 | % | 72,293 | 7.9 | % | ||||||
| Income taxes | (16,527 | ) | (1.9 | )% | (18,264 | ) | (2.0 | )% | ||||
| Income from equity method investments | 832 | 0.1 | % | 1,310 | 0.1 | % | ||||||
| Net income including non-controlling interest | 67,233 | 7.5 | % | 55,339 | 6.0 | % | ||||||
| Net (income) loss attributable to non-controlling interest | (73 | ) | (0.0 | )% | 22 | 0.0 | % | |||||
| Net income attributable to H.B. Fuller | $ | 67,160 | 7.5 | % | $ | 55,361 | 6.0 | % | ||||
| Basic income per common share attributable to H.B. Fuller | $ | 1.23 | $ | 1.01 | ||||||||
| Diluted income per common share attributable to H.B. Fuller | $ | 1.22 | $ | 0.98 | ||||||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic | 54,428 | 54,975 | ||||||||||
| Diluted | 55,162 | 56,650 |
5
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED FINANCIAL INFORMATION | ||||||||||||
| In thousands, except per share amounts (unaudited) | ||||||||||||
| Nine Months<br><br> <br>Ended<br><br> <br>August 30,<br><br> <br>2025 | Percent of<br><br> <br>Net Revenue | Nine Months<br><br> <br>Ended<br><br> <br>August 31,<br><br> <br>2024 | Percent of<br><br> <br>Net Revenue | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net revenue | $ | 2,578,801 | 100.0 | % | $ | 2,645,452 | 100.0 | % | ||||
| Cost of sales | (1,780,228 | ) | (69.0 | )% | (1,848,435 | ) | (69.9 | )% | ||||
| Gross profit | 798,573 | 31.0 | % | 797,017 | 30.1 | % | ||||||
| Selling, general and administrative expenses | (541,942 | ) | (21.0 | )% | (525,204 | ) | (19.9 | )% | ||||
| Other income, net | 15,655 | 0.6 | % | 7,282 | 0.3 | % | ||||||
| Interest expense | (100,536 | ) | (3.9 | )% | (99,504 | ) | (3.8 | )% | ||||
| Interest income | 3,064 | 0.1 | % | 3,597 | 0.1 | % | ||||||
| Income before income taxes and income from equity method investments | 174,814 | 6.8 | % | 183,188 | 6.9 | % | ||||||
| Income taxes | (55,198 | ) | (2.1 | )% | (48,496 | ) | (1.8 | )% | ||||
| Income from equity method investments | 2,726 | 0.1 | % | 2,955 | 0.1 | % | ||||||
| Net income including non-controlling interest | 122,342 | 4.7 | % | 137,647 | 5.2 | % | ||||||
| Net (income) loss attributable to non-controlling interest | (106 | ) | (0.0 | )% | (32 | ) | (0.0 | )% | ||||
| Net income attributable to H.B. Fuller | $ | 122,236 | 4.7 | % | $ | 137,615 | 5.2 | % | ||||
| Basic income per common share attributable to H.B. Fuller | $ | 2.24 | $ | 2.51 | ||||||||
| Diluted income per common share attributable to H.B. Fuller | $ | 2.21 | $ | 2.43 | ||||||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic | 54,623 | 54,874 | ||||||||||
| Diluted | 55,381 | 56,620 |
6
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands, except per share amounts (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 30, | August 31, | August 30, | August 31, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net income attributable to H.B. Fuller | $ | 67,160 | $ | 55,361 | $ | 122,236 | $ | 137,615 | ||||
| Adjustments: | ||||||||||||
| Acquisition project costs^1^ | 518 | 3,474 | 13,948 | 6,984 | ||||||||
| Organizational realignment^2^ | 4,620 | 9,471 | 20,028 | 24,038 | ||||||||
| Project One^3^ | 2,499 | 3,154 | 8,146 | 9,213 | ||||||||
| Other^4^ | 1,711 | (2,904 | ) | 1,755 | (2,021 | ) | ||||||
| Discrete tax items^5^ | (3,742 | ) | (2,937 | ) | 11,210 | (4,147 | ) | |||||
| Income tax effect on adjustments^6^ | (3,402 | ) | (1,624 | ) | (13,309 | ) | (6,472 | ) | ||||
| Adjusted net income attributable to H.B. Fuller^7^ | 69,364 | 63,995 | 164,014 | 165,210 | ||||||||
| Add: | ||||||||||||
| Interest expense | 33,369 | 35,287 | 99,884 | 99,502 | ||||||||
| Interest income | (1,110 | ) | (1,090 | ) | (3,064 | ) | (3,594 | ) | ||||
| Adjusted Income taxes | 23,671 | 22,825 | 57,297 | 59,114 | ||||||||
| Depreciation and Amortization expense^8^ | 45,298 | 44,235 | 132,477 | 125,288 | ||||||||
| Adjusted EBITDA^7^ | 170,592 | 165,252 | 450,608 | 445,520 | ||||||||
| Diluted Shares | 55,162 | 56,650 | 55,381 | 56,620 | ||||||||
| Adjusted diluted income per common share attributable to H.B. Fuller^7^ | $ | 1.26 | $ | 1.13 | $ | 2.96 | $ | 2.92 | ||||
| Revenue | $ | 892,043 | $ | 917,927 | $ | 2,578,801 | $ | 2,645,452 | ||||
| Adjusted EBITDA margin^7^ | 19.1 | % | 18.0 | % | 17.5 | % | 16.8 | % | ||||
| ^1^ Acquisition project costs include costs related to evaluating, acquiring and integrating business acquisitions. Acquisition project costs include $1,870 and $2,457 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums and employee acquisition-related travel expenses) and $350 and $1,017 in purchase accounting costs (primarily professional fees for valuation services, inventory step-up cost and the impact of changes to contingent consideration liabilities after the completion of the purchase price allocation) for the three months ended August 30, 2025 and August 31, 2024, respectively. Acquisition project costs include $14,770 and $5,135 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums and employee acquisition-related travel expenses) and $880 and $1,272 in purchase accounting costs (primarily professional fees for valuation services, inventory step-up cost and the impact of changes to contingent consideration liabilities after the completion of the purchase price allocation) and $0 and $577 in business integration costs (primarily costs of transition services agreements and for the three months ended March 2, 2024, retention bonuses paid to employees of the acquired entities) for the nine months ended August 30, 2025 and August 31, 2024, respectively. | ||||||||||||
| --- | ||||||||||||
| ^2^ Organizational realignment includes costs incurred as a direct result of the organizational realignment program, including professional fees related to legal entity and business structure changes, employee retention and severance costs, and facility rationalization costs related to the closure of production facilities and consolidation of business activities. Facility rationalization costs include plant closure costs, the impact of accelerated depreciation and for the three months ended March 2, 2024, operational inefficiencies. Organizational realignment includes $1,174 and $2,939 in professional fees related to legal entity and business structure changes, $478 and $5,363 in employee severance and other related costs, and $2,968 and $1,169 related to facility rationalization costs for the three months ended August 30, 2025 and August 31, 2024, respectively. Organizational realignment includes $3,893 and $6,915 in professional fees related to legal entity and business structure changes, $5,667 and $9,721 in employee severance and other related costs, and $10,468 and $7,402 related to facility rationalization costs for the nine months ended August 30, 2025 and August 31, 2024, respectively. | ||||||||||||
| ^3^ Project One includes non-capitalizable project costs related to implementing our global Enterprise Resource Planning system, including upgrading to SAP S/4HANA®, which has upgraded and standardized our information system. | ||||||||||||
| ^4^ Other includes product claims related to a divested business for the three and nine months ended August 30, 2025. Other includes a gain from insurance recoveries and a loss from the write-off of a cost method investment for the three and nine months ended August 31, 2024. | ||||||||||||
| ^5^ Discrete tax benefit for the three months ended August 30, 2025 relates to various U.S. and foreign tax matters. Discrete tax expense for the nine months ended August 30, 2025 relates to the impact of withholding tax recorded on earnings that are no longer permanently reinvested, offset by various U.S. and foreign tax matters. Discrete tax items for the three and nine months ended August 31, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation. | ||||||||||||
| ^6^ The income tax effect on adjustments represents the difference between income taxes on net income before income taxes and income from equity method investments reported in accordance with U.S. GAAP and adjusted net income before income taxes and income from equity method investments. | ||||||||||||
| ^7^ Adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures. Adjusted net income attributable to H.B. Fuller is defined as net income before the specific adjustments shown above. Adjusted diluted income per common share is defined as adjusted net income attributable to H.B. Fuller divided by the number of diluted common shares. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation, amortization and the specific adjustments shown above. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net revenue. The table above provides a reconciliation of adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin to net income attributable to H.B. Fuller, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||
| ^8^ Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller totaling ($261) and $194 for the three months ended August 30, 2025 and August 31, 2024, respectively and. ($362) and ($3,425) for the nine months ended August 30, 2025 and August 31, 2024, respectively. |
7
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SEGMENT FINANCIAL INFORMATION | ||||||||||||
| In thousands (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 30, | August 31, | August 30, | August 31, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net Revenue: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Hygiene, Health and Consumable Adhesives | $ | 386,068 | $ | 389,980 | $ | 1,151,768 | $ | 1,151,371 | ||||
| Engineering Adhesives | 272,297 | 260,038 | 785,474 | 743,726 | ||||||||
| Building Adhesive Solutions | 233,678 | 228,408 | 641,559 | 630,558 | ||||||||
| Corporate unallocated | - | 39,501 | - | 119,797 | ||||||||
| Total H.B. Fuller | $ | 892,043 | $ | 917,927 | $ | 2,578,801 | $ | 2,645,452 | ||||
| Segment Operating Income (Loss): | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Hygiene, Health and Consumable Adhesives | $ | 46,491 | $ | 48,677 | $ | 119,840 | $ | 145,910 | ||||
| Engineering Adhesives | 46,852 | 40,087 | 121,880 | 104,894 | ||||||||
| Building Adhesive Solutions | 25,859 | 25,976 | 54,550 | 55,102 | ||||||||
| Corporate unallocated | (9,062 | ) | (10,399 | ) | (39,639 | ) | (34,093 | ) | ||||
| Total H.B. Fuller | $ | 110,140 | $ | 104,341 | $ | 256,631 | $ | 271,813 | ||||
| Adjusted EBITDA ^7^ | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Hygiene, Health and Consumable Adhesives | $ | 65,324 | $ | 63,953 | $ | 174,178 | $ | 191,493 | ||||
| Engineering Adhesives | 63,427 | 55,631 | 170,956 | 144,944 | ||||||||
| Building Adhesive Solutions | 41,473 | 40,242 | 100,810 | 97,515 | ||||||||
| Corporate unallocated | 368 | 5,426 | 4,664 | 11,568 | ||||||||
| Total H.B. Fuller | $ | 170,592 | $ | 165,252 | $ | 450,608 | $ | 445,520 | ||||
| Adjusted EBITDA Margin ^7^ | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Hygiene, Health and Consumable Adhesives | 16.9 | % | 16.4 | % | 15.1 | % | 16.6 | % | ||||
| Engineering Adhesives | 23.3 | % | 21.4 | % | 21.8 | % | 19.5 | % | ||||
| Building Adhesive Solutions | 17.7 | % | 17.6 | % | 15.7 | % | 15.5 | % | ||||
| Corporate unallocated | 0.0 | % | 13.7 | % | NMP | NMP | ||||||
| Total H.B. Fuller | 19.1 | % | 18.0 | % | 17.5 | % | 16.8 | % | ||||
| NMP = non-meaningful percentage |
8
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands, except per share amounts (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | ||
| August 30, | August 31, | August 30, | August 31, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Income before income taxes and income from equity method investments | $ | 82,928 | $ | 72,293 | $ | 174,814 | $ | 183,188 | ||||
| Adjustments: | ||||||||||||
| Acquisition project costs^1^ | 518 | 3,474 | 13,948 | 6,984 | ||||||||
| Organizational realignment^2^ | 4,620 | 9,471 | 20,028 | 24,038 | ||||||||
| Project One^3^ | 2,499 | 3,154 | 8,146 | 9,213 | ||||||||
| Other^4^ | 1,711 | (2,904 | ) | 1,755 | (2,021 | ) | ||||||
| Adjusted income before income taxes and income from equity method investments^9^ | $ | 92,276 | $ | 85,488 | $ | 218,691 | $ | 221,402 | ||||
| ^9^ Adjusted income before income taxes and income from equity investments is a non-GAAP financial measure. Adjusted income before income taxes and income from equity investments is defined as income before income taxes and income from equity investments before the specific adjustments shown above. The table above provides a reconciliation of adjusted income before income taxes and income from equity investments to income before income taxes and income from equity investments, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||
| --- | ||||||||||||
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
| --- | ||||||||||||
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands, except per share amounts (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 30, | August 31, | August 30, | August 31, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Income Taxes | $ | (16,527 | ) | $ | (18,264 | ) | $ | (55,198 | ) | $ | (48,496 | ) |
| Adjustments: | ||||||||||||
| Acquisition project costs^1^ | (188 | ) | (428 | ) | (3,988 | ) | (1,147 | ) | ||||
| Organizational realignment^2^ | (1,681 | ) | (1,166 | ) | (6,136 | ) | (3,985 | ) | ||||
| Project One^3^ | (910 | ) | (388 | ) | (2,548 | ) | (1,587 | ) | ||||
| Other^4^ | (623 | ) | 358 | (637 | ) | 248 | ||||||
| Discrete tax items^5^ | (3,742 | ) | (2,937 | ) | 11,210 | (4,147 | ) | |||||
| Adjusted income taxes^10^ | $ | (23,671 | ) | $ | (22,825 | ) | $ | (57,297 | ) | $ | (59,114 | ) |
| Adjusted income before income taxes and income from equity method investments | $ | 92,276 | $ | 85,488 | $ | 218,691 | $ | 221,402 | ||||
| Adjusted effective income tax rate^10^ | 25.7 | % | 26.7 | % | 26.2 | % | 26.7 | % | ||||
| ^10^ Adjusted income taxes and adjusted effective income tax rate are non-GAAP financial measures. Adjusted income taxes is defined as income taxes before the specific adjustments shown above. Adjusted effective income tax rate is defined as income taxes divided by adjusted income before income taxes and income from equity method investments. The table above provides a reconciliation of adjusted income taxes and adjusted effective income tax rate to income taxes, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||
| --- |
9
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 30, | August 31, | August 30, | August 31, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Net revenue | $ | 892,043 | $ | 917,927 | $ | 2,578,801 | $ | 2,645,452 | ||||
| Gross profit | $ | 285,114 | $ | 275,729 | $ | 798,573 | $ | 797,017 | ||||
| Gross profit margin | 32.0 | % | 30.0 | % | 31.0 | % | 30.1 | % | ||||
| Adjustments: | ||||||||||||
| Acquisition project costs^1^ | 89 | 927 | 764 | 1,000 | ||||||||
| Organizational realignment^2^ | 3,216 | 2,799 | 11,140 | 10,679 | ||||||||
| Project One^3^ | - | - | - | 13 | ||||||||
| Adjusted gross profit^11^ | $ | 288,419 | $ | 279,455 | $ | 810,477 | $ | 808,709 | ||||
| Adjusted gross profit margin^11^ | 32.3 | % | 30.4 | % | 31.4 | % | 30.6 | % | ||||
| ^11^ Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit and adjusted gross profit margin is defined as gross profit and gross profit margin excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted gross profit and gross profit margin to gross profit and gross profit margin, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||
| --- | ||||||||||||
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
| --- | ||||||||||||
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 30, | August 31, | August 30, | August 31, | |||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Selling, general and administrative expenses | $ | (174,974 | ) | $ | (171,388 | ) | $ | (541,942 | ) | $ | (525,204 | ) |
| Adjustments: | ||||||||||||
| Acquisition project costs^1^ | 168 | 2,524 | 11,528 | 5,962 | ||||||||
| Organizational realignment^2^ | 1,373 | 6,307 | 6,302 | 12,322 | ||||||||
| Project One^3^ | 2,500 | 3,154 | 8,146 | 9,200 | ||||||||
| Other^4^ | 1,711 | (4,871 | ) | 1,755 | (3,988 | ) | ||||||
| Adjusted selling, general and administrative expenses^12^ | $ | (169,222 | ) | $ | (164,274 | ) | $ | (514,211 | ) | $ | (501,708 | ) |
| ^12^ Adjusted selling, general and administrative expenses is a non-GAAP financial measure. Adjusted selling, general and administrative expenses is defined as selling, general and administrative expenses excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted selling, general and administrative expenses to selling, general and administrative expenses, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||
| --- |
10
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||||||||
| In thousands (unaudited) | ||||||||||||||||||
| Three Months Ended:<br><br> <br>August 30, 2025 | Hygiene, Health and Consumable<br><br> <br>Adhesives | Engineering<br><br> <br>Adhesives | Building<br><br> <br>Adhesive<br><br> <br>Solutions | Total | Corporate<br><br> <br>Unallocated | H.B. Fuller<br><br> <br>Consolidated | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income attributable to H.B. Fuller | $ | 48,697 | $ | 47,820 | $ | 28,409 | $ | 124,926 | $ | (57,766 | ) | $ | 67,160 | |||||
| Adjustments: | ||||||||||||||||||
| Acquisition project costs^1^ | - | - | - | - | 518 | 518 | ||||||||||||
| Organizational realignment^2^ | - | - | - | - | 4,620 | 4,620 | ||||||||||||
| Project One^3^ | - | - | - | - | 2,499 | 2,499 | ||||||||||||
| Other^4^ | - | - | - | - | 1,711 | 1,711 | ||||||||||||
| Discrete tax items^5^ | - | - | - | - | (3,742 | ) | (3,742 | ) | ||||||||||
| Income tax effect on adjustments^6^ | - | - | - | - | (3,402 | ) | (3,402 | ) | ||||||||||
| Adjusted net income attributable to H.B. Fuller^7^ | 48,697 | 47,820 | 28,409 | 124,926 | (55,562 | ) | 69,364 | |||||||||||
| Add: | ||||||||||||||||||
| Interest expense | - | - | - | - | 33,369 | 33,369 | ||||||||||||
| Interest income | - | - | - | - | (1,110 | ) | (1,110 | ) | ||||||||||
| Adjusted Income taxes | - | - | - | - | 23,671 | 23,671 | ||||||||||||
| Depreciation and amortization expense^8^ | 16,627 | 15,607 | 13,064 | 45,298 | - | 45,298 | ||||||||||||
| Adjusted EBITDA^7^ | $ | 65,324 | $ | 63,427 | $ | 41,473 | $ | 170,224 | $ | 368 | $ | 170,592 | ||||||
| Revenue | $ | 386,068 | $ | 272,297 | $ | 233,678 | $ | 892,043 | - | $ | 892,043 | |||||||
| Adjusted EBITDA Margin^7^ | 16.9 | % | 23.3 | % | 17.7 | % | 19.1 | % | NMP | 19.1 | % | |||||||
| Nine Months Ended<br><br> <br>August 30, 2025 | Hygiene, Health<br><br> <br>and Consumable<br><br> <br>Adhesives | Engineering<br><br> <br>Adhesives | Building<br><br> <br>Adhesive<br><br> <br>Solutions | Total | Corporate<br><br> <br>Unallocated | H.B. Fuller<br><br> <br>Consolidated | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income attributable to H.B. Fuller | $ | 126,467 | $ | 124,791 | $ | 62,209 | $ | 313,467 | $ | (191,231 | ) | $ | 122,236 | |||||
| Adjustments: | ||||||||||||||||||
| Acquisition project costs^1^ | - | - | - | - | 13,948 | 13,948 | ||||||||||||
| Organizational realignment^2^ | - | - | - | - | 20,028 | 20,028 | ||||||||||||
| Project One^3^ | - | - | - | - | 8,146 | 8,146 | ||||||||||||
| Other^4^ | - | - | - | - | 1,755 | 1,755 | ||||||||||||
| Discrete tax items^5^ | - | - | - | - | 11,210 | 11,210 | ||||||||||||
| Income tax effect on adjustments^6^ | - | - | - | - | (13,309 | ) | (13,309 | ) | ||||||||||
| Adjusted net income attributable to H.B. Fuller^7^ | 126,467 | 124,791 | 62,209 | 313,467 | (149,453 | ) | 164,014 | |||||||||||
| Add: | ||||||||||||||||||
| Interest expense | - | - | - | - | 99,884 | 99,884 | ||||||||||||
| Interest income | - | - | - | - | (3,064 | ) | (3,064 | ) | ||||||||||
| Adjusted Income taxes | - | - | - | - | 57,297 | 57,297 | ||||||||||||
| Depreciation and amortization expense^8^ | 47,711 | 46,165 | 38,601 | 132,477 | - | 132,477 | ||||||||||||
| Adjusted EBITDA^7^ | $ | 174,178 | $ | 170,956 | $ | 100,810 | $ | 445,944 | $ | 4,664 | $ | 450,608 | ||||||
| Revenue | 1,151,768 | 785,474 | 641,559 | 2,578,801 | - | 2,578,801 | ||||||||||||
| Adjusted EBITDA Margin^7^ | 15.1 | % | 21.8 | % | 15.7 | % | 17.3 | % | NMP | 17.5 | % | |||||||
| Note: Adjusted EBITDA is a non-GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||||||||
| --- | ||||||||||||||||||
| NMP = Non-meaningful percentage |
11
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||||||||
| In thousands (unaudited) | ||||||||||||||||||
| Three Months Ended:<br><br> <br>August 31, 2024 | Hygiene, Health<br><br> <br>and Consumable<br><br> <br>Adhesives | Engineering<br><br> <br>Adhesives | Building<br><br> <br>Adhesive<br><br> <br>Solutions | Total | Corporate<br><br> <br>Unallocated | H.B. Fuller<br><br> <br>Consolidated | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income attributable to H.B. Fuller | $ | 50,176 | $ | 40,742 | $ | 27,804 | $ | 118,722 | $ | (63,361 | ) | $ | 55,361 | |||||
| Adjustments: | ||||||||||||||||||
| Acquisition project costs^1^ | - | - | - | - | 3,474 | 3,474 | ||||||||||||
| Organizational realignment^2^ | - | - | - | - | 9,471 | 9,471 | ||||||||||||
| Project One^3^ | - | - | - | - | 3,154 | 3,154 | ||||||||||||
| Other^4^ | - | - | - | - | (2,904 | ) | (2,904 | ) | ||||||||||
| Discrete tax items^5^ | - | - | - | - | (2,937 | ) | (2,937 | ) | ||||||||||
| Income tax effect on adjustments^6^ | - | - | - | - | (1,624 | ) | (1,624 | ) | ||||||||||
| Adjusted net income attributable to H.B. Fuller^7^ | 50,176 | 40,742 | 27,804 | 118,722 | (54,727 | ) | 63,995 | |||||||||||
| Add: | ||||||||||||||||||
| Interest expense | - | - | - | - | 35,287 | 35,287 | ||||||||||||
| Interest income | - | - | - | - | (1,090 | ) | (1,090 | ) | ||||||||||
| Adjusted Income taxes | - | - | - | - | 22,825 | 22,825 | ||||||||||||
| Depreciation and amortization expense^8^ | 13,777 | 14,889 | 12,438 | 41,104 | 3,131 | 44,235 | ||||||||||||
| Adjusted EBITDA^7^ | $ | 63,953 | $ | 55,631 | $ | 40,242 | $ | 159,826 | $ | 5,426 | $ | 165,252 | ||||||
| Revenue | $ | 389,980 | $ | 260,038 | $ | 228,408 | $ | 878,426 | 39,501 | $ | 917,927 | |||||||
| Adjusted EBITDA Margin^7^ | 16.4 | % | 21.4 | % | 17.6 | % | 18.2 | % | 13.7 | % | 18.0 | % | ||||||
| Nine Months Ended<br><br> <br>August 31, 2024 | Hygiene, Health<br><br> <br>and Consumable<br><br> <br>Adhesives | Engineering<br><br> <br>Adhesives | Building<br><br> <br>Adhesive<br><br> <br>Solutions | Total | Corporate<br><br> <br>Unallocated | H.B. Fuller<br><br> <br>Consolidated | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net income attributable to H.B. Fuller | $ | 150,399 | $ | 106,861 | $ | 60,586 | $ | 317,846 | $ | (180,231 | ) | $ | 137,615 | |||||
| Adjustments: | ||||||||||||||||||
| Acquisition project costs^1^ | - | - | - | - | 6,984 | 6,984 | ||||||||||||
| Organizational realignment^2^ | - | - | - | - | 24,038 | 24,038 | ||||||||||||
| Project One^3^ | - | - | - | - | 9,213 | 9,213 | ||||||||||||
| Other^4^ | - | - | - | - | (2,021 | ) | (2,021 | ) | ||||||||||
| Discrete tax items^5^ | - | - | - | - | (4,147 | ) | (4,147 | ) | ||||||||||
| Income tax effect on adjustments^6^ | - | - | - | - | (6,472 | ) | (6,472 | ) | ||||||||||
| Adjusted net income attributable to H.B. Fuller^7^ | 150,399 | 106,861 | 60,586 | 317,846 | (152,636 | ) | 165,210 | |||||||||||
| Add: | ||||||||||||||||||
| Interest expense | - | - | - | - | 99,502 | 99,502 | ||||||||||||
| Interest income | - | - | - | - | (3,594 | ) | (3,594 | ) | ||||||||||
| Adjusted Income taxes | - | - | - | - | 59,114 | 59,114 | ||||||||||||
| Depreciation and amortization expense^8^ | 41,094 | 38,083 | 36,929 | 116,106 | 9,182 | 125,288 | ||||||||||||
| Adjusted EBITDA^7^ | $ | 191,493 | $ | 144,944 | $ | 97,515 | $ | 433,952 | $ | 11,568 | $ | 445,520 | ||||||
| Revenue | $ | 1,151,371 | $ | 743,726 | $ | 630,558 | $ | 2,525,655 | 119,797 | $ | 2,645,452 | |||||||
| Adjusted EBITDA Margin^7^ | 16.6 | % | 19.5 | % | 15.5 | % | 17.2 | % | NMP | 16.8 | % | |||||||
| Note: Adjusted EBITDA is a non-GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||||||||
| --- | ||||||||||||||||||
| NMP = Non-meaningful percentage |
12
| H.B. FULLER COMPANY AND SUBSIDIARIES | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SEGMENT FINANCIAL INFORMATION | |||||||||||||||
| NET REVENUE GROWTH (DECLINE) | |||||||||||||||
| (unaudited) | |||||||||||||||
| Three Months<br><br> <br>Ended | Nine Months<br><br> <br>Ended | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | |||||||||
| August 30,<br><br> <br>2025 | August 30,<br><br> <br>2025 | ||||||||||||||
| Price | 1.0 | % | 0.6 | % | |||||||||||
| Volume | (1.9 | )% | (0.2 | )% | |||||||||||
| Organic Growth^13^ | (0.9 | )% | 0.4 | % | |||||||||||
| M&A | (2.9 | )% | (1.8 | )% | |||||||||||
| Constant currency | (3.8 | )% | (1.4 | )% | |||||||||||
| F/X | 1.0 | % | (1.1 | )% | |||||||||||
| Total H.B. Fuller Net Revenue | (2.8 | )% | (2.5 | )% | |||||||||||
| Revenue growth versus 2024 | Three Months Ended | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 30, 2025 | |||||||||||||||
| Net Revenue | F/X | Constant Currency | M&A | Organic<br><br> <br>Growth^13^ | |||||||||||
| Hygiene, Health and Consumable Adhesives | (1.0 | )% | 0.6 | % | (1.6 | )% | 1.5 | % | (3.1 | )% | |||||
| Engineering Adhesives | 4.7 | % | 1.2 | % | 3.5 | % | 1.3 | % | 2.2 | % | |||||
| Building Adhesive Solutions | 2.3 | % | 1.6 | % | 0.7 | % | 1.7 | % | (1.0 | )% | |||||
| Corporate Unallocated^14^ | (100.0 | )% | 0.0 | % | (100.0 | )% | (100.0 | )% | 0.0 | % | |||||
| Total H.B. Fuller | (2.8 | )% | 1.0 | % | (3.8 | )% | (2.9 | )% | (0.9 | )% | |||||
| Revenue growth versus 2024 | Nine Months Ended | ||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 30, 2025 | |||||||||||||||
| Net Revenue | F/X | Constant Currency | M&A | Organic Growth^13^ | |||||||||||
| Hygiene, Health and Consumable Adhesives | 0.0 | % | (2.1 | )% | 2.1 | % | 1.3 | % | 0.8 | % | |||||
| Engineering Adhesives | 5.6 | % | (0.5 | )% | 6.1 | % | 6.0 | % | 0.1 | % | |||||
| Building Adhesive Solutions | 1.7 | % | (0.3 | )% | 2.0 | % | 2.0 | % | 0.0 | % | |||||
| Corporate Unallocated^14^ | (100.0 | )% | 0.0 | % | (100.0 | )% | (100.0 | )% | 0.0 | % | |||||
| Total H.B. Fuller | (2.5 | )% | (1.1 | )% | (1.4 | )% | (1.8 | )% | 0.4 | % |
^13^ We use the term “organic revenue” to refer to net revenue, excluding the effect of foreign currency changes and acquisitions and divestitures. Organic growth reflects adjustments for the impact of period-over-period changes in foreign currency exchange rates on revenues and the revenues associated with acquisitions and divestitures.
^14^ Corporate Unallocated includes revenue for the North America Flooring business for the nine months ended August 31, 2024. This business was sold in the first quarter of 2025 and as a result all activity for prior years was moved to Corporate Unallocated.
13
| H.B. FULLER COMPANY AND SUBSIDIARIES | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | |||||||||||||||
| In thousands (unaudited) | |||||||||||||||
| **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | Trailing Twelve | |||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended | Months^18^ Ended | ||||||||||||||
| November 30, 2024 | March 1, 2025 | May 31, 2025 | August 30, 2025 | August 30, 2025 | |||||||||||
| Net income attributable to H.B. Fuller | $ | (7,359 | ) | $ | 13,248 | $ | 41,828 | $ | 67,160 | $ | 114,877 | ||||
| Adjustments: | |||||||||||||||
| Acquisition project costs^1^ | 4,051 | 9,828 | 3,602 | 518 | 17,999 | ||||||||||
| Organizational realignment^2^ | 15,958 | 8,774 | 6,635 | 4,620 | 35,987 | ||||||||||
| Project One^3^ | 2,672 | 3,064 | 2,581 | 2,499 | 10,816 | ||||||||||
| Business divestiture^15^ | 47,267 | - | - | - | 47,267 | ||||||||||
| Other^4^ | 39 | - | 44 | 1,711 | 1,794 | ||||||||||
| Discrete tax items^16^ | (1,322 | ) | 992 | 13,961 | (3,742 | ) | 9,889 | ||||||||
| Income tax effect on adjustments^6^ | (9,339 | ) | (5,909 | ) | (3,999 | ) | (3,402 | ) | (22,649 | ) | |||||
| Adjusted net income attributable to H.B. Fuller^7^ | 51,967 | 29,997 | 64,652 | 69,364 | 215,980 | ||||||||||
| Add: | |||||||||||||||
| Interest expense | 33,621 | 32,030 | 34,484 | 33,369 | 133,504 | ||||||||||
| Interest income | (1,084 | ) | (1,100 | ) | (854 | ) | (1,110 | ) | (4,148 | ) | |||||
| Adjusted Income taxes | 18,546 | 10,862 | 22,765 | 23,671 | 75,844 | ||||||||||
| Depreciation and Amortization expense^17^ | 45,286 | 42,567 | 44,613 | 45,298 | 177,764 | ||||||||||
| Adjusted EBITDA^7^ | $ | 148,336 | $ | 114,356 | $ | 165,660 | $ | 170,592 | $ | 598,944 | |||||
| ^15^ Business divestiture for the three months and year ended November 30, 2024 includes impairment losses for goodwill and long-lived assets, and project costs incurred as a direct result of the pending sale of the North America Flooring business. Impairment losses represent the difference between the book value of the assets held for sale and their net realizable value. | |||||||||||||||
| --- | |||||||||||||||
| ^16^ Discrete tax items for the three months ended November 30, 2024 are related to various foreign tax matters. Discrete tax items for the three months ended March 1, 2025 are related to various foreign tax matters. Discrete tax items for the three months ended May 31, 2025 are 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. Discrete tax benefit for the three months ended August 30, 2025 relates to various U.S. and foreign tax matters. | |||||||||||||||
| ^17^ Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller. Depreciation and amortization expense added back was ($711) for the three months ended November 30, 2024, ($30) for the three months ended March 1, 2025, ($70) for the three months ended May 31, 2025 and ($261) for the three months ended August 30, 2025.. | |||||||||||||||
| ^18^ Trailing twelve months adjusted EBITDA is a non-GAAP financial measure and is defined as adjusted EBITDA for the twelve-month period ended on the date presented. The table above provides a reconciliation of trailing twelve month adjusted EBITDA to net income attributable to H.B. Fuller for the trailing twelve-month period presented, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. |
14
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||
|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||
| In thousands (unaudited) | ||||||||
| August 30, 2025 | May 31, 2025 | August 31, 2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- | ||
| Total debt | $ | 2,080,470 | $ | 2,112,428 | $ | 2,021,070 | ||
| Less: Cash and cash equivalents | 122,458 | 96,785 | 131,412 | |||||
| Net debt^19^ | $ | 1,958,012 | $ | 2,015,643 | $ | 1,889,658 | ||
| Trailing twelve months^18^ / Year ended Adjusted EBITDA | $ | 598,944 | $ | 593,604 | $ | 618,122 | ||
| Net Debt-to-Adjusted EBITDA^19^ | 3.3 | 3.4 | 3.1 | |||||
| ^19^ Net debt and net debt-to-adjusted EBITDA are non-GAAP financial measures. Net debt is defined as total debt less cash and cash equivalents. Net debt-to-adjusted EBITDA is defined as net debt divided by trailing twelve months adjusted EBITDA. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to total debt, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||
| --- | ||||||||
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||
| --- | ||||||||
| REGULATION G RECONCILIATION | ||||||||
| In thousands (unaudited) | ||||||||
| August 30, 2025 | August 31, 2024 | November 30,<br><br> <br>2024 | ||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Trade receivables, net | $ | 563,579 | $ | 574,781 | $ | 558,336 | ||
| Inventory | 502,956 | 509,029 | 467,498 | |||||
| Trade payables | 459,409 | 493,550 | 491,435 | |||||
| Net working capital^20^ | $ | 607,126 | $ | 590,260 | $ | 534,399 | ||
| Net revenue three months ended | $ | 892,043 | $ | 917,927 | ||||
| Annualized net revenue^20^ | 3,568,172 | 3,671,708 | ||||||
| Net working capital as a percentage of annualized revenue^20^ | 17.0 | % | 16.1 | % | ||||
| ^20^ Net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue are non-GAAP financial measures. Net working capital is defined as trade receivables, net plus inventory less trade payables. Annualized net revenue is defined as net revenue for the three months ended on the date presented multiplied by four. Net working capital as a percentage of annualized net revenue is net working capital divided by annualized net revenue. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||
| --- |
15
| CONSOLIDATED BALANCE SHEETS | |||||
|---|---|---|---|---|---|
| H.B. Fuller Company and Subsidiaries | |||||
| (In thousands, except share and per share amounts) | |||||
| November 30, | |||||
| --- | --- | --- | --- | --- | --- |
| 2024 | |||||
| Assets | **** | **** | **** | **** | **** |
| Current assets: | **** | **** | **** | **** | **** |
| Cash and cash equivalents | 122,458 | $ | 169,352 | ||
| Trade receivables (net of allowances of 11,661 and 11,621, as of August 30, 2025 and November 30, 2024, respectively) | 563,579 | 558,336 | |||
| Inventories | 502,956 | 467,498 | |||
| Other current assets | 111,752 | 104,019 | |||
| Total current assets | 1,300,745 | 1,299,205 | |||
| Property, plant and equipment | 1,913,345 | 1,864,558 | |||
| Accumulated depreciation | (1,023,758 | ) | (982,631 | ) | |
| Property, plant and equipment, net | 889,587 | 881,927 | |||
| Goodwill | 1,681,887 | 1,532,221 | |||
| Other intangibles, net | 829,430 | 770,226 | |||
| Other assets | 464,453 | 449,665 | |||
| Total assets | 5,166,102 | $ | 4,933,244 | ||
| Liabilities, non-controlling interest and total equity | **** | **** | **** | **** | **** |
| Current liabilities | **** | **** | **** | **** | **** |
| Notes payable | - | $ | 587 | ||
| Trade payables | 459,409 | 491,435 | |||
| Accrued compensation | 90,283 | 106,005 | |||
| Income taxes payable | 18,774 | 24,225 | |||
| Other accrued expenses | 105,766 | 97,038 | |||
| Total current liabilities | 674,232 | 719,290 | |||
| Long-term debt | 2,080,470 | 2,010,052 | |||
| Accrued pension liabilities | 56,188 | 51,755 | |||
| Other liabilities | 396,240 | 322,299 | |||
| Total liabilities | 3,207,130 | $ | 3,103,396 | ||
| Commitments and contingencies (Note 13) | |||||
| Equity | **** | **** | **** | **** | **** |
| H.B. Fuller stockholders' equity: | |||||
| Preferred stock (no shares outstanding) shares authorized – 10,045,900 | - | - | |||
| Common stock, par value 1.00 per share, shares authorized – 160,000,000, shares outstanding – 54,043,300 and 54,657,103 as of August 30, 2025 and November 30, 2024, respectively | 54,043 | $ | 54,657 | ||
| Additional paid-in capital | 288,195 | 322,636 | |||
| Retained earnings | 2,009,152 | 1,924,761 | |||
| Accumulated other comprehensive loss | (393,747 | ) | (473,395 | ) | |
| Total H.B. Fuller stockholders' equity | 1,957,643 | 1,828,659 | |||
| Non-controlling interest | 1,329 | 1,189 | |||
| Total equity | 1,958,972 | 1,829,848 | |||
| Total liabilities, non-controlling interest and total equity | 5,166,102 | $ | 4,933,244 |
All values are in US Dollars.
16
| CONSOLIDATED STATEMENTS of CASH FLOWS | ||||||
|---|---|---|---|---|---|---|
| H.B. Fuller Company and Subsidiaries | ||||||
| (In thousands) | ||||||
| Nine Months Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| August 30, 2025 | August 31, 2024 | |||||
| Cash flows from operating activities: | **** | **** | **** | **** | **** | **** |
| Net income including non-controlling interest | $ | 122,342 | $ | 137,647 | ||
| Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: | ||||||
| Depreciation | **** | 68,314 | 66,990 | |||
| Amortization | **** | 64,525 | 61,723 | |||
| Deferred income taxes | **** | (39,227 | ) | (45,998 | ) | |
| Loss from equity method investments, net of dividends received | **** | 1,045 | 622 | |||
| Gain on insurance claims | - | (7,264 | ) | |||
| Loss on equity investment | - | 1,966 | ||||
| Loss on the sale of a business | **** | 1,515 | - | |||
| Loss on impairment of intangible asset | **** | 478 | - | |||
| Gain on sale or disposal of assets | **** | (178 | ) | (501 | ) | |
| Share-based compensation | **** | 18,170 | 17,662 | |||
| Pension and other post-retirement benefit plan activity | **** | (7,047 | ) | (6,671 | ) | |
| Change in assets and liabilities, net of effects of acquisitions: | ||||||
| Trade receivables, net | **** | (3,336 | ) | 26,373 | ||
| Inventories | **** | (42,095 | ) | (62,206 | ) | |
| Other assets | **** | (7,530 | ) | (39,025 | ) | |
| Trade payables | **** | (25,764 | ) | 49,705 | ||
| Accrued compensation | **** | (19,230 | ) | (11,566 | ) | |
| Other accrued expenses | **** | 6,856 | (5,244 | ) | ||
| Income taxes payable | **** | (12,993 | ) | (17,873 | ) | |
| Other liabilities | **** | 28,622 | 856 | |||
| Foreign currency remeasurement | **** | 2,289 | 49,591 | |||
| Net cash provided by operating activities | **** | 156,756 | 216,787 | |||
| Cash flows from investing activities: | **** | **** | **** | **** | **** | **** |
| Purchased property, plant and equipment | **** | (94,593 | ) | (112,799 | ) | |
| Purchased businesses, net of cash acquired | **** | (162,095 | ) | (274,067 | ) | |
| Purchase of cost method investment | **** | (2,549 | ) | - | ||
| Proceeds from sale of property, plant and equipment | **** | 843 | 1,048 | |||
| Proceeds from the sale of a business | **** | 75,727 | - | |||
| Net cash used in investing activities | **** | (182,667 | ) | (385,818 | ) | |
| Cash flows from financing activities: | **** | **** | **** | **** | **** | **** |
| Proceeds from issuance of long-term debt | **** | 1,114,300 | 1,732,900 | |||
| Repayment of long-term debt | **** | (1,053,593 | ) | (1,556,135 | ) | |
| Payment of debt issuance costs | **** | (1,047 | ) | (3,493 | ) | |
| Net payment of notes payable | **** | (585 | ) | (1,014 | ) | |
| Dividends paid | **** | (37,559 | ) | (35,440 | ) | |
| Proceeds from stock options exercised | **** | 5,519 | 34,161 | |||
| Repurchases of common stock | **** | (60,728 | ) | (39,371 | ) | |
| Net cash (used in) provided by financing activities | **** | (33,693 | ) | 131,608 | ||
| Effect of exchange rate changes on cash and cash equivalents | **** | 12,710 | (10,618 | ) | ||
| Net change in cash and cash equivalents | **** | (46,894 | ) | (48,041 | ) | |
| Cash and cash equivalents at beginning of period | **** | 169,352 | 179,453 | |||
| Cash and cash equivalents at end of period | $ | 122,458 | $ | 131,412 |
17