FUL 10-K Annual Report Dec. 2, 2017 | Alphaminr
ALPHAMINR

FUL 10-K Fiscal year ended Dec. 2, 2017

Balance Sheet
Cash Flow
Income Statement
Debt
FULLER H B CO
10-Ks and 10-Qs
10-Q
 		Quarter ended June 1, 2024
10-Q
 		Quarter ended March 2, 2024
10-K
 		Fiscal year ended Dec. 2, 2023
10-Q
 		Quarter ended Sept. 2, 2023
10-Q
 		Quarter ended June 3, 2023
10-Q
 		Quarter ended March 4, 2023
10-K
 		Fiscal year ended Dec. 3, 2022
10-Q
 		Quarter ended Aug. 27, 2022
10-Q
 		Quarter ended May 28, 2022
10-Q
 		Quarter ended Feb. 26, 2022
10-K
 		Fiscal year ended Nov. 27, 2021
10-Q
 		Quarter ended Aug. 28, 2021
10-Q
 		Quarter ended May 29, 2021
10-Q
 		Quarter ended Feb. 27, 2021
10-K
 		Fiscal year ended Nov. 28, 2020
10-Q
 		Quarter ended Aug. 29, 2020
10-Q
 		Quarter ended May 30, 2020
10-Q
 		Quarter ended Feb. 29, 2020
10-K
 		Fiscal year ended Nov. 30, 2019
10-Q
 		Quarter ended Aug. 31, 2019
10-Q
 		Quarter ended June 1, 2019
10-Q
 		Quarter ended March 2, 2019
10-K
 		Fiscal year ended Dec. 1, 2018
10-Q
 		Quarter ended Sept. 1, 2018
10-Q
 		Quarter ended June 2, 2018
10-Q
 		Quarter ended March 3, 2018
10-K
 		Fiscal year ended Dec. 2, 2017
10-Q
 		Quarter ended Sept. 2, 2017
10-Q
 		Quarter ended June 3, 2017
10-Q
 		Quarter ended March 4, 2017
10-K
 		Fiscal year ended Dec. 3, 2016
10-Q
 		Quarter ended Aug. 27, 2016
10-Q
 		Quarter ended May 28, 2016
10-Q
 		Quarter ended Feb. 27, 2016
10-K
 		Fiscal year ended Nov. 28, 2015
10-Q
 		Quarter ended Aug. 29, 2015
10-Q
 		Quarter ended May 30, 2015
10-Q
 		Quarter ended Feb. 28, 2015
10-K
 		Fiscal year ended Nov. 29, 2014
10-Q
 		Quarter ended Aug. 30, 2014
10-Q
 		Quarter ended May 31, 2014
10-Q
 		Quarter ended March 1, 2014
10-K
 		Fiscal year ended Nov. 30, 2013
10-Q
 		Quarter ended Aug. 31, 2013
10-Q
 		Quarter ended June 1, 2013
10-Q
 		Quarter ended March 2, 2013
10-K
 		Fiscal year ended Dec. 1, 2012
10-Q
 		Quarter ended Sept. 1, 2012
10-Q
 		Quarter ended June 2, 2012
10-Q
 		Quarter ended March 3, 2012
10-K
 		Fiscal year ended Dec. 3, 2011
10-Q
 		Quarter ended Aug. 27, 2011
10-Q
 		Quarter ended May 28, 2011
10-Q
 		Quarter ended Feb. 26, 2011
10-K
 		Fiscal year ended Nov. 27, 2010
10-Q
 		Quarter ended Aug. 28, 2010
10-Q
 		Quarter ended May 29, 2010
10-Q
 		Quarter ended Feb. 27, 2010
10-K
 		Fiscal year ended Nov. 28, 2009
PROXIES
DEF 14A
 		Filed on Feb. 28, 2024
DEF 14A
 		Filed on Feb. 22, 2023
DEF 14A
 		Filed on Feb. 23, 2022
DEF 14A
 		Filed on Feb. 24, 2021
DEF 14A
 		Filed on Feb. 19, 2020
DEF 14A
 		Filed on Feb. 20, 2019
DEF 14A
 		Filed on Feb. 28, 2018
DEF 14A
 		Filed on Feb. 22, 2017
DEF 14A
 		Filed on Feb. 24, 2016
DEF 14A
 		Filed on Feb. 25, 2015
DEF 14A
 		Filed on Feb. 26, 2014
DEF 14A
 		Filed on Feb. 27, 2013
DEF 14A
 		Filed on Feb. 29, 2012
DEF 14A
 		Filed on March 2, 2011
DEF 14A
 		Filed on March 2, 2010
TABLE OF CONTENTS
Part IItem 1. BusinessItem 1A. Risk FactorsItem 1B. Unresolved Staff CommentsItem 2. PropertiesItem 3. Legal ProceedingsItem 4. Mine Safety DisclosuresPart IIItem 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases Of Equity SecuritiesItem 6. Selected Financial DataItem 7. Management's Discussion and Analysis Of Financial Condition and Results Of OperationsItem 7A. Quantitative and Qualitative Disclosures About Market RiskItem 8. Financial Statements and Supplementary DataNote 1: Nature Of Business and Summary Of Significant Accounting PoliciesNote 2: AcquisitionsNote 3: Restructuring ActionsNote 4: Supplemental Financial Statement InformationNote 5: Goodwill and Other Intangible AssetsNote 6: Notes Payable, Long-term Debt and Lines Of CreditNote 7: Stockholders' EquityNote 8: Redeemable Non-controlling InterestNote 9: Accounting For Share-based CompensationNote 10: Pension and Postretirement BenefitsNote 11: Income TaxesNote 12: Financial InstrumentsNote 13: Fair Value MeasurementsNote 14: Commitments and ContingenciesNote 15: Operating SegmentsNote 16: Quarterly Data (unaudited)Note 17: Subsequent EventItem 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with Accountants on Accounting and FinancItem 9A. Disclosure Controls and ProceduresItem 9B. Other InformationPart IIIItem 10. Directors, Executive Officers and Corporate GovernanceItem 11. Executive CompensationItem 12. Security Ownership Of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13. Certain Relationships and Related Transactions and Director IndependenceItem 14. Principal Accountant Fees and ServicesPart IVItem 15. Exhibits and Financial Statement SchedulesItem Incorporation By Reference

Exhibits

1.1 Underwriting Agreement, dated February 9, 2017, among H.B. Fuller Company and Citigroup Global Markets Inc., J.P. Morgan Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Underwriters set forth in Schedule A thereto] Exhibit 1.1 to the Current Report on Form 8-K dated February 9, 2017. 2.1 Equity Purchase Agreement, dated as of June 24, 2014, by and among H.B. Fuller Singapore, Pte, Ltd., ZHAI Haichao, individually and as Sellers Representative, WANG Bing, LIN Xinsong, LI Yimbai and Beijing Gongchuang Mingtian Investment Advisory Co. Exhibit 2.1 to the Current Report on Form 8-K dated June 24, 2014. 2.2 Stock Purchase Agreement, dated as of September2, 2017, by and among H.B. Fuller Company, HBF Windsor Holding Co., ASP Royal Acquisition Corp., and ASP Royal Holdings LLC Exhibit 2.1 to the Current Report on Form 8-K dated September 2, 2017. 3.1 Restated Articles of Incorporation of H.B. Fuller Company, as amended Exhibit 3.1 to the Quarterly Report on Form 10-Q for the quarter ended September 2, 2006 and Exhibit 3.1 to the Current Report on Form 8-K dated October 12, 2016. 3.2 By-Laws of H.B. Fuller Company Exhibit 3.1 to the Current Report on Form 8-K dated December 2, 2015. 4.1 Form of Certificate for common stock, par value $1.00 per share Exhibit 4.1 to the Annual Report on Form 10-K, as amended, for the year ended November 28, 2009. 4.2 Note Purchase Agreement, dated December 16, 2009, among H.B. Fuller Company, as borrower, and various financial institutions, as amended Exhibit 4.1 to the Current Report on Form 8-K dated December 16, 2009, and Exhibit 1.2 to the Current Report on Form 8-K dated March 5, 2012 and Exhibit 1.3 to the Current Report on Form 8-K dated October 31, 2014. 4.3 Note Purchase Agreement, dated March 5, 2012, by and among H.B. Fuller Company and the purchasers party thereto, as amended Exhibit 1.1 to the Current Report on Form 8-K dated March 5, 2012 and Exhibit 1.2 to the Current Report on Form 8-K dated October 31, 2014. 4.4 Indenture, dated February 14, 2017, between H.B. Fuller Company and U.S. Bank National Association, as Trustee. Exhibit 4.1 to the Current Report on Form 8-K dated February 9, 2017. 4.5 First Supplemental Indenture, dated February 14, 2017, between H.B. Fuller Company and U.S. Bank National Association, as Trustee, relating to the 4.0000% Notes due 2027. Exhibit 4.2 to the Current Report on Form 8-K dated February 9, 2017. 4.6 Amendment No. 1 to First Supplemental Indenture, dated February 14, 2017 betweenH.B. Fuller Company and U.S. Bank National Association, as Trustee, relating to the 4.0000% Notes due 2027. 4.7 Form of Global Note representing the 4.000% Notes due 2027 (included in Exhibit 4.5). Exhibit 4.3 to the Current Report on Form 8-K dated February 9, 2017. 10.1 Credit Agreement, dated October 31, 2014, by andamong JP Morgan Chase Bank, N.A., as administrative agent, U.S. Bank National Association, Citibank, N.A. and Morgan Stanley MUFG Loan Partners, LLC, as co-syndication agents, and various financial institutions Exhibit 1.1 to the Current Report on Form 8-K dated October 31, 2014. 10.2 Credit Agreement dated as of April 12, 2017 among (i) H.B. Fuller Company, a Minnesota corporation, as Borrower, (ii)certain of its subsidiaries party thereto as Foreign Subsidiary Borrowers, (iii) JPMorgan Chase Bank, N.A., as Administrative Agent, (iv) U.S. Bank National Association, Citibank, N.A., and Morgan Stanley MUFG Loan Partners, LLC, as Co-Syndication Agents, (v) Bank of America, N.A., HSBC Bank USA, National Association, and PNC Bank, National Association, as Co-Documentation Agents, and (vi)various other financial institutions party thereto as Lenders, as amended Exhibit 10.1 to the Current Report on Form 8-K dated April 12, 2017, Exhibit 10.1 to the Current Report on Form 8-K dated September 29, 2017, and Exhibit 10.1 to the Current Report on Form 8-K dated November 17, 2017. 10.3 Guaranty made as of April 12, 2017 by H.B. Fuller Construction Products Inc., a Minnesota corporation as Initial Guarantor, in favor of J.P. Morgan Chase Bank, N.A., as Administrative Agent Exhibit 10.2 to the Current Report on Form 8-K dated April 12, 2017. 10.4 Term Loan Credit Agreement, dated as of October20, 2017, by and among H.B. Fuller Company, Morgan Stanley Senior Funding, Inc., as administrative agent, and various other financial institutions party thereto as lenders Exhibit 10.1 to the Current Report on Form 8-K dated October 20, 2017. 10.5 Commitment Letter, dated as of September 2, 2017, by and among H.B. Fuller Company and Morgan Stanley Senior Funding, Inc. Exhibit 10.1 to the Current Report on Form 8-K dated September 2, 2017. *10.6 Amended and Restated H.B. Fuller Company Year 2000 Stock Incentive Plan Exhibit 10.1 to the Current Report on Form 8-K dated April 5, 2006. *10.7 H.B. Fuller Company Supplemental Executive Retirement Plan II 2008, as amended Exhibit 10.2 to the Current Report on Form 8-K dated December 19, 2007, Exhibit 10.5 to the Annual Report on Form 10-K for the year ended November 29, 2008 and Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 28, 2011. *10.8 H.B. Fuller Company Executive Benefit Trust dated October 25, 1993 between H.B. Fuller Company and U.S. Bank, National Association, as Trustee, as amended, relating to the H.B. Fuller Company Supplemental Executive Retirement Plan Exhibit 10(k) to the Annual Report on Form 10-K for the year ended November 29, 1997, Exhibit 10(k) to the Annual Report on Form 10-K405 for the year ended November 28, 1998, Exhibit 10.3 to the Current Report on Form 8-K dated December 19, 2007 and Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 30, 2009. *10.9 H.B. Fuller Company Key Employee Deferred Compensation Plan (2005 Amendment and Restatement), as amended Exhibit 10.1 to the Current Report on Form 8-K dated October 23, 2006, Exhibit 10.11 to the Annual Report on Form 10-K for the year ended December 1, 2007 and Exhibit 10.8 to the Annual Report on Form 10-K for the year ended November 29, 2008. *10.10 Form of Change in Control Agreement between H.B. Fuller Company and each of its executive officers Exhibit 10.11 to the Annual Report on Form 10-K for the year ended November 29, 2008. *10.11 Form of Severance Agreement between H.B. Fuller Company and each of its executive officers Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended May 31, 2008. *10.12 Form of Non-Qualified Stock Option Agreement under the Amended and Restated H.B. Fuller Company Year 2000 Stock Incentive Plan for awards made between December 4, 2008 and December 2, 2009 Exhibit 10.4 to the Current Report on Form 8-K dated December 4, 2008. *10.13 Form of Non-Qualified Stock Option Agreement under the Amended and Restated H.B. Fuller Company Year 2000 Stock Incentive Plan for awards made on or after December 3, 2009 Exhibit 10.1 to the Current Report on Form 8-K dated December 3, 2009. *10.14 Form of Non-Qualified Stock Option Agreement under the Amended and Restated H.B. Fuller Company Year 2000 Stock Incentive Plan for awards made on or after January 20, 2011 Exhibit 10.1 to the Current Report on Form 8-K dated January 20, 2011. *10.15 Form of Non-Qualified Stock Option Agreement under the Amended and Restated H.B. Fuller Company Year 2000 Stock Incentive Plan for awards made on or after January 26, 2012 Exhibit 10.1 to the Current Report on Form 8-K dated January 26, 2012 *10.16 Form of Non-Qualified Stock Option Agreement under the Amended and Restated H.B. Fuller Company Year 2000 Stock Incentive Plan for awards made on or after January 24, 2013 Exhibit 10.1 to the Current Report on Form 8-K dated January 24, 2013. *10.17 Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2013 Master Incentive Plan for awards made on or after January 23, 2014 Exhibit 10.2 to the Current Report on Form 8-K dated January 23, 2014. *10.18 Form of Restricted Stock Unit Award Agreement under the H.B. Fuller Company 2013 Master Incentive Plan for awards made on or after January 23, 2014 Exhibit 10.3 to the Current Report on Form 8-K dated January 23, 2014. *10.19 Form of Restricted Stock Unit Award Agreement for Retirement Eligible Participants under the H.B. Fuller Company 2013 Master Incentive Plan for awards made on or after January 23, 2014 Exhibit 10.4 to the Current Report on Form 8-K dated January 23, 2014. *10.20 Form of Restricted Stock Unit Award Agreement for the Chief Executive Officer under the H.B. Fuller Company 2013 Master Incentive Plan for awards made on or after January 23, 2014 Exhibit 10.5 to the Current Report on Form 8-K dated January 23, 2014. *10.21 Form of Performance Share Award Agreement under the H.B. Fuller Company 2013 Master Incentive Plan for awards made on or after January 19, 2016 Exhibit 10.3 to the Current Report on Form 8-K dated January 19, 2016. *10.22 Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2016 Master Incentive Plan for awards made on or after April 7, 2016 Exhibit 10.1 to the Current Report on Form 8-K dated April 6, 2016. *10.23 Form of Restricted Stock Unit Award Agreement under the H.B. Fuller Company 2016 Master Incentive Plan for awards made on or after April 7, 2016 Exhibit 10.2 to the Current Report on Form 8-K dated April 6, 2016. *10.24 Form of Restricted Stock Unit Award Agreement for the CEO under the H.B. Fuller Company 2016 Master Incentive Plan for awards made on or after April 7, 2016 Exhibit 10.3 to the Current Report on Form 8-K dated April 6, 2016. *10.25 Form of Performance Share Award Agreement under the H.B. Fuller Company 2016 Master Incentive Plan for awards made on or after April 7, 2016 Exhibit 10.4 to the Current Report on Form 8-K dated April 6, 2016. *10.26 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the H.B. Fuller Company 2016 Master Incentive Plan for awards made on or after April 7, 2016 Exhibit 10.5 to the Current Report on Form 8-K dated April 6, 2016. *10.27 Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2016 Master Incentive Plan Exhibit 10.2 to the Current Report on Form 8-K dated October 20, 2017. *10.28 H.B. Fuller Company Defined Contribution Restoration Plan (As Amended and Restated Effective January 1, 2008), as amended Exhibit 10.4 to the Current Report on Form 8-K dated December 19, 2007 and Exhibit 10.1 to the Quarterly Report on Form 10-Q for the quarter ended May 31, 2008. *10.29 H.B. Fuller Company Directors Deferred Compensation Plan (2008 Amendment and Restatement), as amended Exhibit 10.22 to the Annual Report on Form 10-K for the year ended November 29, 2008 and Exhibit 10.23 to the Annual Report on Form 10-K for the year ended November 29, 2008. *10.30 H.B. Fuller Company 2009 Director Stock Incentive Plan Exhibit 10.2 to the Quarterly Report on Form 10-Q for the quarter ended May 30, 2009. *10.31 H.B. Fuller Management Short-Term Incentive Executive Officers for fiscal year 2015 only Exhibit 10.1 to the Current Report on Form 8-K dated July 9, 2015. *10.32 H.B. Fuller Company Management Short-Term Incentive Plan for Executive Officers Exhibit 10.1 to the Current Report on Form 8-K dated January 19, 2016. *10.33 H.B. Fuller Company Management Short-Term Incentive Plan for Executive Officers (as revised on October 12, 2016) Exhibit 10.1 to the Current Report on Form 8-K dated October 12, 2016. *10.34 H.B. Fuller Company Management Short-Term Incentive Plan for Executive Officers Exhibit 10.1 to the Current Report on Form 8-K dated January 26, 2017. *10.35 H.B. Fuller Company Management Long-Term Incentive Plan Exhibit 10.2 to the Current Report on Form 8-K dated January 19, 2016. *10.36 Amended and Restated H.B. Fuller Company Annual and Long-Term Incentive Plan Exhibit 10.1 to the Current Report on Form 8-K dated April 3, 2008 *10.37 H.B. Fuller Company 2013 Master Incentive Plan Annex B to the H.B. Fuller Company Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 27, 2013. *10.38 H.B. Fuller Company 2016 Master Incentive Plan Annex B to the H.B. Fuller Company Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 24, 2016. *10.39 Employment Agreement between H.B. Fuller Benelux B.V. and P. Kivits fully executed on October 10, 2015 Exhibit 10.1to the Quarterly Report on Form 10-Q for the quarter ended March 4, 2017. *10.40 Employment Agreement between H.B. Fuller Europe GmbHand Patrick M. Kivits fully executed on December 21, 2017 21 List of Subsidiaries 23 Consent of KPMG LLP 24 Power of Attorney 31.1 302 Certification James J. Owens 31.2 302 Certification John J. Corkrean 32.1 906 Certification James J. Owens 32.2 906 Certification John J. Corkrean