FUL 10-K Annual Report Dec. 1, 2018 | Alphaminr

FUL 10-K Fiscal year ended Dec. 1, 2018

FULLER H B CO
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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)Item 9. Changes in and Disagreements with Accountants on Accounting and Financial DisclosureItem 9. Changes in and Disagreements with Accountants on Accounting and FinancItem 9A. 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 ReferenceItem 16. Form 10-k Summary

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 Exhibit 4.6 to the Current Report on Form 10-K dated January 31, 2018. 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 and among 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,as amended Exhibit 10.1 to the Current Report on Form 8-K dated October 20, 2017 and Exhibit 10.1 to the Current Report on Form 10-Q dated September 28, 2018. 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. *10.9 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 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. *10.19 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. *10.20 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. *10.21 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. *10.22 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. *10.23 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. *10.24 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. *10.25 Form of Non-Qualified Stock Option Agreement under the H.B. Fuller Company 2018 Master Incentive Plan for awards made on or after April 12, 2018 Exhibit 10.1 to the Current Report on Form 8-K dated April 18, 2018. *10.26 Form of Restricted Stock Unit Agreement under the H.B. Fuller Company 2018 Master Incentive Plan for awards made on or after April 12, 2018 Exhibit 10.2 to the Current Report on Form 8-K dated April 18, 2018. *10.27 Form of Restricted Stock Unit Award Agreement for the CEO under the H.B. Fuller Company 2018 Master Incentive Plan for awards made on or after April 12, 2018 Exhibit 10.3 to the Current Report on Form 8-K dated April 18, 2018. *10.28 Form of Performance Share Award Agreement under the H.B. Fuller Company 2018 Master Incentive Plan for awards made on or after April 12, 2018 Exhibit 10.4 to the Current Report on Form 8-K dated April 18, 2018. *10.29 Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the H.B. Fuller Company 2018 Master Incentive Plan for awards made on or after April 12, 2018 Exhibit 10.5 to the Current Report on Form 8-K dated April 18, 2018. *10.30 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. *10.31 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. *10.32 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. *10.33 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. *10.34 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. *10.35 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. *10.36 H.B. Fuller Company Management Long-Term Incentive Plan Exhibit 10.2 to the Current Report on Form 8-K dated January 19, 2016. *10.37 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 *10.38 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. *10.39 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. *10.40 H.B. Fuller Company 2018 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 28, 2018. *10.41 Employment Agreement between H.B. Fuller Europe GmbHand Patrick M. Kivits fully executed on December 21, 2017 Exhibit 10.40 to the Annual Report on Form 10-K for the year ended December 2, 2017. 18 Preferability Letter provided by KPMG LLP, the Registrants independent registered public accounting firm, to change in accounting principle 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