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Published: 2023-06-29 00:00:00 ET

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 3, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 001-09225

H.B. FULLER COMPANY

(Exact name of registrant as specified in its charter)

Minnesota	41-0268370
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1200 Willow Lake Boulevard, St. Paul, Minnesota	55110-5101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (651) 236-5900

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	FUL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	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. ☐

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b) of the Exchange Act. Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PROCEEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the Registrant’s Common Stock, par value $1.00 per share, was 53,869,657 as of June 23, 2023.

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H.B. Fuller Company

Quarterly Report on Form 10-Q

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		Page
PART 1. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	4

	Consolidated Statements of Income for the three and six months ended June 3, 2023 and May 28, 2022	4

	Consolidated Statements of Comprehensive Income for the three and six months ended June 3, 2023 and May 28, 2022	5

	Consolidated Balance Sheets as of June 3, 2023 and December 3, 2022	6

	Consolidated Statements of Total Equity for the three and six months ended June 3, 2023 and May 28, 2022	7

	Consolidated Statements of Cash Flows for the three months ended June 3, 2023 and May 28, 2022	8

	Notes to Consolidated Financial Statements	9

ITEM 2.	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29

ITEM 4.	CONTROLS AND PROCEDURES	29

PART II. OTHER INFORMATION		30

ITEM 1.	LEGAL PROCEEDINGS	30

ITEM 1A.	RISK FACTORS	30

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	30

ITEM 6.	EXHIBITS	31

SIGNATURES		32

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

	*Three Months Ended*						*Six Months Ended*
	*June 3,*			*May 28,*			*June 3,*			*May 28,*
	*2023*			*2022*			*2023*			*2022*
Net revenue	$	898,239		$	993,258		$	1,707,421		$	1,849,739
Cost of sales		(641,464	)		(739,737	)		(1,235,838	)		(1,383,326	)
Gross profit		256,775			253,521			471,583			466,413
Selling, general and administrative expenses		(166,625	)		(166,007	)		(321,167	)		(321,898	)
Other income, net		605			-			3,209			6,142
Interest expense		(33,131	)		(19,828	)		(66,200	)		(38,025	)
Interest income		932			2,091			1,599			4,030
Income before income taxes and income from equity method investments		58,556			69,777			89,024			116,662
Income taxes		(19,291	)		(23,616	)		(29,024	)		(33,765	)
Income from equity method investments		1,157			1,066			2,338			2,649
Net income including non-controlling interest		40,422			47,227			62,338			85,546
Net income attributable to non-controlling interest		(21	)		(24	)		(48	)		(37	)
Net income attributable to H.B. Fuller	$	40,401		$	47,203		$	62,290		$	85,509

Earnings per share attributable to H.B. Fuller common stockholders:
Basic	$	0.74		$	0.88		$	1.15		$	1.60
Diluted	$	0.73		$	0.86		$	1.12		$	1.55

Weighted-average common shares outstanding:
Basic		54,269			53,497			54,222			53,425
Diluted		55,717			55,078			55,818			55,237

Dividends declared per common share	$	0.205		$	0.190		$	0.395		$	0.358

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

	*Three Months Ended*						*Six Months Ended*
	*June 3,*			*May 28,*			*June 3,*			*May 28,*
	*2023*			*2022*			*2023*			*2022*
Net income including non-controlling interest	$	40,422		$	47,227		$	62,338		$	85,546
Other comprehensive income (loss)
Foreign currency translation		26,410			(84,110	)		22,774			(77,579	)
Defined benefit pension plans adjustment, net of tax		858			2,803			1,709			3,292
Interest rate swaps, net of tax		(9,488	)		3,347			(1,153	)		9,578
Cross-currency swaps, net of tax		-			(1,210	)		-			(3,293	)
Net investment hedges, net of tax		(5,384	)		-			(5,683	)		-
Other comprehensive income (loss)		12,396			(79,170	)		17,647			(68,002	)
Comprehensive income (loss)		52,818			(31,943	)		79,985			17,544
Less: Comprehensive income attributable to non-controlling interest		6			12			43			16
Comprehensive income (loss) attributable to H.B. Fuller	$	52,812		$	(31,955	)	$	79,942		$	17,528

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

	*June 3,*			*December 3,*
	*2023*			*2022*
Assets
Current assets:
Cash and cash equivalents	$	103,183		$	79,910
Trade receivables (net of allowances of $11,512 and $10,939, as of June 3, 2023 and December 3, 2022, respectively)		586,609			607,365
Inventories		499,275			491,781
Other current assets		128,885			120,319
Total current assets		1,317,952			1,299,375

Property, plant and equipment		1,673,871			1,579,738
Accumulated depreciation		(886,459	)		(846,071	)
Property, plant and equipment, net		787,412			733,667

Goodwill		1,441,414			1,392,627
Other intangibles, net		721,564			702,092
Other assets		349,705			335,868
Total assets	$	4,618,047		$	4,463,629

Liabilities, non-controlling interest and total equity
Current liabilities
Notes payable	$	30,307		$	28,860
Trade payables		436,376			460,669
Accrued compensation		66,749			108,328
Income taxes payable		28,229			18,530
Other accrued expenses		99,171			89,345
Total current liabilities		660,832			705,732

Long-term debt		1,852,036			1,736,256
Accrued pension liabilities		53,546			52,561
Other liabilities		368,476			358,286
Total liabilities	$	2,934,890		$	2,852,835

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 – 53,859,908 and 53,676,576 as of June 3, 2023 and December 3, 2022, respectively	$	53,860		$	53,677
Additional paid-in capital		280,120			266,491
Retained earnings		1,782,215			1,741,359
Accumulated other comprehensive loss		(433,705	)		(451,357	)
Total H.B. Fuller stockholders' equity		1,682,490			1,610,170
Non-controlling interest		667			624
Total equity		1,683,157			1,610,794
Total liabilities, non-controlling interest and total equity	$	4,618,047		$	4,463,629

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Total Equity

(In thousands)

(Unaudited)

	*H.B. Fuller Company Shareholders*
										*Accumulated*
				*Additional*						*Other*
	*Common*			*Paid-in*			*Retained*			*Comprehensive*			*Non-Controlling*
	*Stock*			*Capital*			*Earnings*			*Income (Loss)*			*Interest*		*Total*

Balance at December 3, 2022	$	53,677		$	266,491		$	1,741,359		$	(451,357	)	$	624	$	1,610,794
Comprehensive income		-			-			21,889			5,241			37		27,167
Dividends		-			-			(10,305	)		-			-		(10,305	)
Stock option exercises		76			3,520			-			-			-		3,596
Share-based compensation plans and other, net		102			5,221			-			-			-		5,323
Repurchases of common stock		(36	)		(2,412	)		-			-			-		(2,448	)
Balance at March 4, 2023	$	53,819		$	272,820		$	1,752,943		$	(446,116	)	$	661	$	1,634,127
Comprehensive income		-			-			40,401			12,411			6		52,818
Dividends		-			-			(11,129	)		-			-		(11,129	)
Stock option exercises		13			584			-			-			-		597
Share-based compensation plans other, net		30			6,818			-			-			-		6,848
Repurchases of common stock		(2	)		(102	)		-			-			-		(104	)
Balance at June 3, 2023	$	53,860		$	280,120		$	1,782,215		$	(433,705	)	$	667		1,683,157

	*H.B. Fuller Company Shareholders*
										*Accumulated*
				*Additional*						*Other*
	*Common*			*Paid-in*			*Retained*			*Comprehensive*			*Non-Controlling*
	*Stock*			*Capital*			*Earnings*			*Income (Loss)*			*Interest*		*Total*

Balance at November 27, 2021	$	52,778		$	213,637		$	1,600,601		$	(270,247	)	$	591	$	1,597,360
Comprehensive income		-			-			38,306			11,177			4		49,487
Dividends		-			-			(8,964	)		-			-		(8,964	)
Stock option exercises		126			5,628			-			-			-		5,754
Share-based compensation plans and other, net		187			5,601			-			-			-		5,788
Repurchases of common stock		(49	)		(3,528	)		-			-			-		(3,577	)
Balance at February 26, 2022	$	53,042		$	221,338		$	1,629,943		$	(259,070	)	$	595	$	1,645,848
Comprehensive income (loss)		-			-			47,203			(79,158	)		12		(31,943	)
Dividends		-			-			(10,177	)		-			-		(10,177	)
Stock option exercises		47			2,036			-			-			-		2,083
Share-based compensation plans other, net		65			8,910			-			-			-		8,975
Repurchases of common stock		(1	)		(31	)		-			-			-		(32	)
Balance at May 28, 2022	$	53,153		$	232,253		$	1,666,969		$	(338,228	)	$	607	$	1,614,754

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	*Six Months Ended*
	*June 3, 2023*			*May 28, 2022*
Cash flows from operating activities:
Net income including non-controlling interest	$	62,338		$	85,546
Adjustments to reconcile net income including non-controlling interest to net cash provided by (used in) operating activities:
Depreciation		39,163			36,333
Amortization		37,813			36,412
Deferred income taxes		(16,831	)		(4,961	)
Income from equity method investments, net of dividends received		(2,338	)		(2,649	)
Debt issuance costs write-off		2,689			-
Gain on mark to market adjustment on contingent consideration liability		(220	)		-
Gain on sale or disposal of assets		(42	)		(1,087	)
Share-based compensation		10,953			13,625
Pension and other post-retirement benefit plan activity		(6,226	)		(9,720	)
Change in assets and liabilities, net of effects of acquisitions:
Trade receivables, net		66,896			(35,491	)
Inventories		8,285			(95,413	)
Other assets		(36,951	)		(21,908	)
Trade payables		(20,301	)		27,237
Accrued compensation		(42,190	)		(40,448	)
Other accrued expenses		(9,988	)		4,402
Income taxes payable		10,025			(5,864	)
Other liabilities		18,819			(23,597	)
Other		(13,497	)		28,452
Net cash provided by (used in) operating activities		108,397			(9,131	)

Cash flows from investing activities:
Purchased property, plant and equipment		(82,578	)		(69,055	)
Purchased businesses, net of cash acquired		(103,744	)		(229,314	)
Proceeds from sale of property, plant and equipment		2,623			1,269
Cash received from government grant		-			3,928
Net cash used in investing activities		(183,699	)		(293,172	)

Cash flows from financing activities:
Proceeds from issuance of long-term debt		1,300,000			335,000
Repayment of long-term debt		(1,176,650	)		-
Payment of debt issuance costs		(10,214	)		(600	)
Net payment of notes payable		(239	)		3,565
Dividends paid		(21,258	)		(18,965	)
Contingent consideration payment		-			(5,000	)
Proceeds from stock options exercised		4,193			7,837
Repurchases of common stock		(2,552	)		(3,609	)
Net cash provided by financing activities		93,280			318,228

Effect of exchange rate changes on cash and cash equivalents		5,295			(9,562	)
Net change in cash and cash equivalents		23,273			6,363
Cash and cash equivalents at beginning of period		79,910			61,786
Cash and cash equivalents at end of period	$	103,183		$	68,149

See accompanying Notes to Unaudited Consolidated Financial Statements.

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H.B. FULLER COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except per share amounts)

(Unaudited)

Note 1: Basis of Presentation

Overview

The accompanying unaudited interim Consolidated Financial Statements of H.B. Fuller Company and Subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, comprehensive income, financial position and cash flows in conformity with U.S. generally accepted accounting principles. In our opinion, the unaudited interim Consolidated Financial Statements reflect all adjustments of a normal recurring nature considered necessary for the fair presentation of the results for the periods presented. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole.

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from these estimates. These unaudited interim Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 3, 2022 as filed with the Securities and Exchange Commission.

New Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of the financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. To achieve that objective, the buyer should disclose qualitative and quantitative information about its supplier finance programs. Our effective date of this ASU is our fiscal year ending December 1, 2024. We are evaluating the effect that this guidance will have on our Consolidated Financial Statements.

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

Note 2: Acquisitions

Beardow Adams Holdings Ltd.

On May 1, 2023, we acquired Beardow Adams Holdings Ltd. (“Beardow Adams”) for a total purchase price of 79,570 British pound sterling, or approximately $99,426, which was funded through borrowings on our credit facility. This includes a holdback amount of 8,000 British pound sterling that will be paid on the 18-month anniversary of the closing date. Beardow Adams, based in the United Kingdom, develops and manufactures adhesives, sealants, coatings and primers, principally in the fields of packaging, labeling, bookbinding, hygiene, wood and product assembly. The acquisition of Beardow Adams is expected to accelerate profitable growth in many of our core end markets and generate business synergies through production optimization, an expanded distribution platform, and difference-making innovation. The acquisition fair value measurement was preliminary as of June 3, 2023 and includes intangible assets of $40,485, goodwill of $42,585 and other net assets of $16,356. Beardow Adams is included in our Hygiene, Health and Consumable Adhesives operating segment.

Aspen Research Corporation

On January 31, 2023, we acquired the assets of Aspen Research Corporation (“Aspen”) for a total purchase price of $9,850, which was funded through existing cash. This includes a holdback amount of $500 that will be paid on the 18-month anniversary of the closing date. Aspen, located in Maple Grove, Minnesota, is a contract research organization that develops and manufactures innovative solutions for some of the adhesives used in our insulating glass market. Aspen is known for their superior understanding of materials science, engineering and analytical testing and specializes in custom materials manufacturing for chemicals and adhesives products. The acquisition of Aspen is expected to expand our Engineering Adhesives footprint in North America and strengthen our capabilities in the insulating glass market, in addition to bringing additive continuous flow, process manufacturing capabilities that we plan to leverage. The acquisition fair value measurement was preliminary as of June 3, 2023 and includes intangible assets of $7,777 and other net assets of $2,073. Aspen is included in our Engineering Adhesives operating segment.

Lemtapes Oy

On December 15, 2022, we acquired Lemtapes Oy (“Lemtapes”) for a total purchase price of 8,048 Euro, or approximately $8,552 which was funded through existing cash. This includes a holdback amount of 850 Euro that will be paid on the 18-month anniversary of the closing date. Lemtapes, located in Valkeakoski, Finland, is a solutions provider of ecological, innovative tapes and adhesives for the packaging and plywood industries. The acquisition of Lemtapes is expected to reinforce our strategic position in Europe, especially for our Adhesives Coated Solutions products. This acquisition will also accelerate our growth strategy of fast-growing, high margin businesses while adding technology capabilities and strong customer relationships. The acquisition fair value measurement was preliminary as of June 3, 2023 and includes intangible assets of $6,535 and other net assets of $2,017. Lemtapes is included in our Hygiene, Health and Consumable Adhesives operating segment.

GSSI Sealants

On October 24, 2022, we acquired GSSI Sealants, Inc. ("GSSI") for a total purchase price of $7,701, which was funded through existing cash. This includes a holdback amount of $1,050 that will be paid on the 12-month anniversary of the closing date. GSSI, headquartered in Houston, Texas, is a manufacturer of premier elastomeric butyl rubber sealant tapes. The acquisition of GSSI is expected to support our strategy to expand our Construction Adhesives business selectively via high margin applications and expand our reach to new regions. The acquisition fair value measurement was preliminary as of June 3, 2023 and includes intangible assets of $4,523 and other net assets of $3,178. GSSI is included in our Construction Adhesives operating segment.

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ZKLT Polymer Co.

On August 16, 2022, we acquired ZKLT Polymer Co., Ltd. ("ZKLT") for a base purchase price of 102,812 Chinese renminbi, or approximately $15,183, which was funded through existing cash. We are also required to pay 27,000 Chinese renminbi, or approximately $3,987, with half to be paid on each of the 12-month and 18-month anniversaries of the closing date, as well as contingent consideration up to 30,000 Chinese renminbi, or approximately $4,430, following the completion of certain performance goals and conditions. ZKLT, headquartered in Chongquin City, China, is a manufacturer of liquid adhesives primarily for the automotive market. The acquisition of ZKLT is expected to add unique technology, strong customer relationships and a strategic manufacturing location to further strengthen our presence in central China. The acquisition fair value measurement was preliminary as of June 3,2023 and includes intangible assets of $5,183, goodwill of $3,902 and other net assets of $10,085. Goodwill is not deductible for tax purposes. See Note 12 for further discussion of the fair value of the contingent consideration. ZKLT is included in our Engineering Adhesives operating segment.

Apollo

On January 26, 2022, we acquired Apollo Chemicals Limited, Apollo Roofing Solutions Limited and Apollo Construction Solutions Limited (collectively, "Apollo") for a total purchase price of 152,714 British pound sterling, or approximately $205,592, which was funded through borrowings on our credit facility. Apollo, headquartered in Tamworth, UK, is a manufacturer of liquid adhesives, coatings and primers for the roofing, industrial and construction markets. Apollo is expected to enhance our position in key high-value, high-margin markets in the UK and throughout Europe. The acquisition fair value measurement was final as of December 3, 2022 and includes intangible assets of $76,198, goodwill of $119,358 and other net assets of $10,036. Goodwill is not deductible for tax purposes. The acquisition is included in our Construction Adhesives operating segment.

Fourny NV

On January 11, 2022, we acquired Fourny NV ("Fourny") for a base purchase price of 12,867 Euro, or approximately $14,627, which was funded through existing cash. The agreement requires us to pay an additional 3,100 Euro, or approximately $3,524, 18 months following the date of acquisition. Fourny, headquartered in Willebroek, Belgium, is a manufacturer of construction adhesives. Fourny is expected to enhance our position in key high-value, high-margin markets in Europe. The acquisition fair value measurement was final as of December 3, 2022 and includes intangible assets of $10,117, goodwill of $6,455 and other net assets of $1,391. Goodwill is not deductible for tax purposes. Fourny is included in our Construction Adhesives operating segment.

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

Note 3: Restructuring Actions

During fiscal year 2023, the Company approved restructuring plans related to organizational changes and other actions to optimize operations and are currently expected to be completed during fiscal year 2025.

The following table summarizes the pre-tax distribution of restructuring charges by income statement classification:

	*Three Months Ended*				*Six Months Ended*
	*June 3, 2023*		*May 28, 2022*		*June 3, 2023*		*May 28, 2022*
Cost of sales	$	2,784	$	-	$	5,085	$	(152	)
Selling, general and administrative		2,618		14		3,243		(75	)
	$	5,402	$	14	$	8,328	$	(227	)

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

A summary of the restructuring liability is presented below:

	*Employee-Related*
Balance at November 27, 2021	$	1,095
Expenses incurred		(449	)
Cash payments		(529	)
Foreign currency translation		(60	)
Balance at December 3, 2022	$	57
Expenses incurred		8,328
Cash payments		(2,083	)
Foreign currency translation		(610	)
Balance at June 3, 2023	$	5,692

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

Note 4: Inventories

The composition of inventories is as follows:

	*June 3,*		*December 3,*
	*2023*		*2022*
Raw materials	$	229,341	$	237,071
Finished goods		269,934		254,710
Total inventories	$	499,275	$	491,781

Note 5: Goodwill and Other Intangible Assets

The goodwill activity by reportable segment for the six months ended June 3, 2023 is presented below:

	*Hygiene, Health*
	*and Consumable*		*Engineering*		*Construction*
	*Adhesives*		*Adhesives*		*Adhesives*		*Total*
Balance at December 3, 2022	$	328,962	$	637,910	$	425,755	$	1,392,627
Acquisitions	$	42,585	$	-	$	-		42,585
Foreign currency translation effect	$	2,222	$	2,434	$	1,546		6,202
Balance at June 3, 2023	$	373,769	$	640,344	$	427,301	$	1,441,414

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

June 3, 2023

Purchased

Technology

Customer

Amortizable Intangible Assets

and Patents

Relationships

Trade Names

Other

Total

Original cost

105,868

1,048,314

52,802

10,959

1,217,943

Accumulated amortization

(53,809

)

(415,783

)

(20,710

)

(6,544

)

(496,846

)

Net identifiable intangibles

52,059

632,531

32,092

4,415

721,097

	*December 3, 2022*
	*Purchased*
	*Technology*			*Customer*
Amortizable Intangible Assets	*and Patents*			*Relationships*			*Trade Names*			*Other*			*Total*
Original cost	$	118,727		$	1,004,008		$	50,324		$	11,053		$	1,184,112
Accumulated amortization		(66,433	)		(388,394	)		(21,401	)		(6,251	)		(482,479	)
Net identifiable intangibles	$	52,294		$	615,614		$	28,923		$	4,802		$	701,633

Amortization expense with respect to amortizable intangible assets was $19,130 and $18,620 for the three months ended June 3, 2023 and May 28, 2022, respectively, and $37,813 and $36,412 for the six months ended June 3, 2023 and May 28, 2022, respectively.

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

	*Remainder*
Fiscal Year	*2023*		*2024*		*2025*		*2026*		*2027*		*Thereafter*
Amortization expense	$	68,435	$	69,181	$	67,465	$	61,828	$	59,086	$	395,102

Non-amortizable intangible assets as of June 3, 2023 and December 3, 2022 were $467 and $459, respectively, and relate to trademarks and trade names. The change in non-amortizable assets as of June 3, 2023 compared to December 3, 2022 was due to changes in foreign currency exchange rates.

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Note 6: Long-Term Debt

On February 15, 2023, we entered into a credit agreement with a consortium of financial institutions (“Second Amended and Restated Credit Agreement”) which replaces our existing revolving credit agreement under the amended and restated revolving credit agreement dated October 20, 2020 and also replaces our secured term loan credit agreement dated October 20, 2017. The Second Amended and Restated Credit Agreement provides for a new senior secured term loan A facility in an aggregate principal amount of $500,000 (“Term Loan A”), a new senior secured term loan B facility in an aggregate principal amount of $800,000 (“Term Loan B”) and amendments to and extension of our existing senior secured revolving credit facility with an aggregate commitment in the amount of $700,000 (“Revolving Credit Facility”). A portion of the proceeds of the combined facilities, (the “Credit Facilities”) was used to pay off the existing term loan and revolver. The Credit Facilities will generally be used to finance working capital needs and acquisitions, and for general corporate purposes. All of our obligations under the Credit Facilities will be secured by a first-lien security interest in substantially all personal property and material real property of the Company and its material U.S. subsidiaries, and will be guaranteed by all of the Company’s material U.S. subsidiaries.

Term Loans

Interest on Term Loan A is payable at the Secured Overnight Financing Rate ("SOFR") plus an adjustment of 0.10 percent and an interest rate spread of 1.75 percent (6.99 percent at June 3, 2023). The interest rate spread is based on a secured leverage grid. Term Loan A matures on February 15, 2028. Interest on Term Loan B is payable at SOFR plus an interest rate spread of 2.50 percent with a SOFR floor of 0.50 percent (7.64 percent at June 3, 2023). Term Loan B matures on February 15, 2030.

On January 12, 2023, we entered into an interest rate swap agreement to convert $400,000 of our variable rate 1-month LIBOR rate debt to a fixed rate of 3.6895 percent. On February 28, 2023, after entering into the Second Amended and Restated Credit Agreement, we amended the interest rate swap agreement to 1-month SOFR and a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform. See Note 11 for further discussion of this interest rate swap.

On March 16, 2023, we entered into interest rate swap agreements to convert $300,000 of our 1-month SOFR rate debt to a fixed rate of 3.7210 percent and to convert $100,000 of our 1-month SOFR rate debt to a fixed rate of 3.8990 percent. See Note 11 for further discussion of these interest rate swaps.

Revolving Credit Facility

Interest on the Revolving Credit Facility is payable at SOFR plus an adjustment of 0.10 percent and an interest rate spread of 1.75 percent (6.99 percent at June 3, 2023). A facility fee of 25 basis points of the unused commitment under the Revolving Credit Facility is payable quarterly. The interest rate spread and the facility fee are based on a secured leverage grid. At June 3, 2023, there was no balance outstanding on the Revolving Credit Facility. The Revolving Credit Facility matures on February 15, 2028.

The Revolving Credit Facility can be drawn upon for general corporate purposes up to a maximum of $700,000, less issued letters of credit. At June 3, 2023, letters of credit reduced the available amount under the Revolving Credit Facility by $9,968.

Covenants and Other

Under the Second Amended and Restated Credit Agreement, the Revolving Credit Facility and Term Loan A are subject to certain covenants and restrictions. For these facilities, we are required to maintain a secured leverage ratio, as defined in the agreement, no greater than 4.75 to 1.00 for our fiscal quarters ending on or prior to June 1, 2024 and then 4.50 to 1.00 thereafter. We are also required to maintain an interest coverage ratio of not less than 2.00 to 1.00.

Restrictive covenants include, but are not limited to, limitations on secured and unsecured borrowings, interest coverage, intercompany transfers and investments, third party investments, dispositions of assets, leases, liens, dividends and distributions, and contains a maximum total debt to trailing twelve months EBITDA requirement. Certain covenants become less restrictive after meeting leverage or other financial ratios. In addition, we cannot be a member of any consolidated group as defined for income tax purposes other than with our subsidiaries.

We are subject to mandatory prepayments in the first quarter of each fiscal year equal to 50 percent of Excess Cash Flow, as defined in the Second Amended and Restated Credit Agreement, of the prior fiscal year less any voluntary prepayments made during that fiscal year. The Excess Cash Flow Percentage shall be reduced to 25 percent when our Secured Leverage Ratio is below 4.25:1.00 and to 0 percent when our Secured Leverage Ratio is below 3.75:1.00.

The principal balance of the Term Loan B loans will be repayable in equal quarterly installments in an aggregate annual amount equal to 1 percent of the original principal amount thereof, with the balance due at maturity on February 15, 2030. The principal balance of the Term Loan A loans will be repayable in quarterly installments as follows: (i) with respect to the first eight fiscal quarters ended after the effective date of the Second Amended and Restated Credit Agreement, 1.25 percent of the aggregate principal amount of the original principal of the Term Loan A loans, (ii) with respect to the eight fiscal quarters ended after the end of the period set forth in the preceding clause (i), 1.875 percent of the aggregate principal amount of the original principal amount of the Term Loan A loans, and (iii) thereafter, 2.5 percent of the original principal amount of the Term Loan A loans, with the balance due at maturity on February 15, 2028.

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Note 7: Components of Net Periodic Benefit related to Pension and Other Postretirement Benefit Plans

	*Three Months Ended June 3, 2023 and May 28, 2022*
													*Other*
	*Pension Benefits*												*Postretirement*
	*U.S. Plans*						*Non-U.S. Plans*						*Benefits*
Net periodic (benefit) cost:	*2023*			*2022*			*2023*			*2022*			*2023*			*2022*
Service cost	$	-		$	-		$	413		$	700		$	-		$	-
Interest cost		3,475			2,368			1,410			736			301			184
Expected return on assets		(7,205	)		(7,117	)		(1,730	)		(1,644	)		(2,465	)		(2,719	)
Amortization:
Prior service (benefit) cost		-			(1	)		15			16			-			-
Actuarial loss (gain)		635			1,013			491			611			-			(845	)
Settlement charge		-			-			-			3,329			-			-
Net periodic (benefit) cost	$	(3,095	)	$	(3,737	)	$	599		$	3,748		$	(2,164	)	$	(3,380	)

	*Six Months Ended June 3, 2023 and May 28, 2022*
													*Other*
	*Pension Benefits*												*Postretirement*
	*U.S. Plans*						*Non-U.S. Plans*						*Benefits*
Net periodic (benefit) cost:	*2023*			*2022*			*2023*			*2022*			*2023*			*2022*
Service cost	$	-		$	-		$	833		$	1,420		$	-		$	-
Interest cost		6,951			4,735			2,846			1,525			602			367
Expected return on assets		(14,412	)		(14,235	)		(3,492	)		(3,391	)		(4,929	)		(5,437	)
Amortization:
Prior service (benefit) cost		-			(2	)		30			32			-			-
Actuarial loss (gain)		1,271			2,027			990			1,260			-			(1,690	)
Settlement charge		-			-			-			3,329			-			-
Net periodic (benefit) cost	$	(6,190	)	$	(7,475	)	$	1,207		$	4,175		$	(4,327	)	$	(6,760	)

Service cost is included with employee compensation cost in cost of sales and selling, general and administrative expenses in the Consolidated Statements of Income. The components of our net periodic defined benefit pension and postretirement benefit costs other than service cost are presented in other income, net in the Consolidated Statements of Income.

In the second quarter of 2022, we recognized a non-cash settlement charge of $3,329 related to the termination of our Canadian defined benefit pension plan. The settlement charge is included in other income, net in the Consolidated Statement of Income.

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Note 8: Accumulated Other Comprehensive Income (Loss)

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

	*Three Months Ended June 3, 2023*												*Three Months Ended May 28, 2022*
										*Non-*												*Non-*
										*controlling*												*controlling*
	*H.B. Fuller Stockholders*									*Interest*			*H.B. Fuller Stockholders*									*Interest*
	*Pre-tax*			*Tax*			*Net*			*Net*			*Pre-tax*			*Tax*			*Net*			*Net*
Net income attributable to H.B. Fuller and non-controlling interest							$	40,401		$	21								$	47,203		$	24
Foreign currency translation¹	$	26,425		$	-			26,425			(15	)	$	(84,098	)	$	-			(84,098	)		(12	)
Defined benefit pension plans adjustment²		1,151			(293	)		858			-			3,872			(1,069	)		2,803			-
Interest rate swaps³		(12,584	)		3,096			(9,488	)		-			4,435			(1,088	)		3,347			-
Cross-currency swaps³		-			-			-			-			(1,228	)		18			(1,210	)		-
Net investment hedges³		(7,141	)		1,757			(5,384	)		-			-			-			-			-
Other comprehensive income (loss)	$	7,851		$	4,560		$	12,411		$	(15	)	$	(77,019	)	$	(2,139	)	$	(79,158	)	$	(12	)
Comprehensive income (loss)							$	52,812		$	6								$	(31,955	)	$	12

	*Six Months Ended June 3, 2023*												*Six Months Ended May 28, 2022*
										*Non-*												*Non-*
										*controlling*												*controlling*
	*H.B. Fuller Stockholders*									*Interest*			*H.B. Fuller Stockholders*									*Interest*
	*Pretax*			*Tax*			*Net*			*Net*			*Pretax*			*Tax*			*Net*			*Net*
Net income attributable to H.B. Fuller and non-controlling interest							$	62,290		$	48								$	85,509		$	37
Foreign currency translation adjustment¹	$	22,779		$	-			22,779			(5	)	$	(77,558	)	$	-			(77,558	)		(21	)
Defined benefit pension plans adjustment²		2,292			(583	)		1,709			-			4,705			(1,413	)		3,292			-
Interest rate swap³		(1,529	)		376			(1,153	)		-			12,690			(3,112	)		9,578			-
Cross-currency swaps³		-			-			-			-			(3,343	)		50			(3,293	)		-
Net investment hedges³		(7,538	)		1,855			(5,683	)		-			-			-			-			-
Other comprehensive income (loss)	$	16,004		$	1,648		$	17,652			(5	)	$	(63,506	)	$	(4,475	)		(67,981	)		(21	)
Comprehensive income							$	79,942		$	43								$	17,528		$	16

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

² Loss reclassified from accumulated other comprehensive income ("AOCI") into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales and SG&A expense.

³ Income (loss) reclassified from AOCI into earnings is reported in other income, net.

The components of accumulated other comprehensive loss are as follows:

June 3, 2023

Non-

H.B. Fuller

controlling

Total

Stockholders

Interest

Foreign currency translation adjustment

(241,270

)

(241,233

)

(37

)

Interest rate swap, net of taxes of $376

(1,153

)

(1,153

)

Net investment hedges, net of taxes of $15,152

(46,426

)

(46,426

)

Defined benefit pension plans adjustment, net of taxes of $67,161

(126,552

)

(126,552

)

Reclassification of AOCI tax effects

(18,341

)

(18,341

)

Accumulated other comprehensive loss

(433,742

)

(433,705

)

(37

)

	*December 3, 2022*
							*Non-*
				*H.B. Fuller*			*controlling*
	*Total*			*Stockholders*			*Interest*
Foreign currency translation adjustment	$	(264,054	)	$	(264,012	)	$	(42	)
Net investment hedges, net of taxes of $13,297		(40,743	)		(40,743	)		-
Defined benefit pension plans adjustment, net of taxes of $67,744		(128,261	)		(128,261	)		-
Reclassification of AOCI tax effects		(18,341	)		(18,341	)		-
Accumulated other comprehensive loss	$	(451,399	)	$	(451,357	)	$	(42	)

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Note 9: Income Taxes

Income tax expense for the three and six months ended June 3, 2023 includes $2,042 and $2,888 of discrete tax expense, respectively, relating to various foreign tax matters offset by an excess tax benefit related to U.S. stock compensation. Excluding the discrete tax expense, the overall effective tax rate was 29.5 percent and 29.4 percent for the three and six months ended June 3, 2023, respectively.

Income tax expense for the three and six months ended May 28, 2022 includes $4,149 and $1,248 of discrete tax expense, respectively, relating to the revaluation of cross-currency swap agreements due to depreciation of the Euro versus the U.S. Dollar, as well as various foreign tax matters offset by the tax effect of legal entity mergers. Excluding the discrete tax expense, the overall effective tax rate was 27.9 percent for both the three and six months ended May 28, 2022.

As of June 3, 2023, we had a liability of $16,434 recorded for gross unrecognized tax benefits (excluding interest) compared to $17,582 as of December 3, 2022. As of June 3, 2023 and December 3, 2022, we had accrued $5,933 and $5,680 of gross interest relating to unrecognized tax benefits, respectively.

Note 10: Earnings Per Share

A reconciliation of the common share components for the basic and diluted earnings per share calculations is as follows:

Three Months Ended

Six Months Ended

June 3,

May 28,

June 3,

May 28,

(Shares in thousands)

2023

2022

2023

2022

Weighted-average common shares - basic

54,269

53,497

54,222

53,425

Equivalent shares from share-based compensations plans

1,448

1,581

1,596

1,812

Weighted-average common and common equivalent shares diluted

55,717

55,078

55,818

55,237

Basic earnings per share is calculated by dividing net income attributable to H.B. Fuller by the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is based upon the weighted-average number of common and common equivalent shares outstanding during the applicable period. The difference between basic and diluted earnings per share is attributable to share-based compensation awards. We use the treasury stock method to calculate the effect of outstanding shares, which computes total employee proceeds as the sum of (a) the amount the employee must pay upon exercise of the award and (b) the amount of unearned share-based compensation costs attributed to future services. Share-based compensation awards for which total employee proceeds exceed the average market price over the applicable period have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share.

Share-based compensation awards of 1,026,155 and 658,511 shares for the three months ended June 3, 2023 and May 28, 2022, respectively, and 1,156,557 and 744,479 shares for the six months ended June 3, 2023 and May 28, 2022, respectively, were excluded from diluted earnings per share calculations because they were antidilutive.

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Note 11: Financial Instruments

Overview

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

We use foreign currency forward contracts, cross-currency swaps, interest rate swaps and net investment hedges to manage risks associated with foreign currency exchange rates and interest rates. We do not hold derivative financial instruments of a speculative nature or for trading purposes. We record derivatives as assets and liabilities on the balance sheet at fair value. Changes in fair value are recognized immediately in earnings unless the derivative qualifies and is designated as a hedge. Cash flows from derivatives are classified in the Consolidated Statement of Cash Flows in the same category as the cash flows from the items subject to designated hedge or undesignated (economic) hedge relationships. We evaluate hedge effectiveness at inception and on an ongoing basis. If a derivative is no longer expected to be effective, hedge accounting is discontinued. Hedge ineffectiveness, if any, is recorded in earnings.

We are exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. We select investment-grade multinational banks and financial institutions as counterparties for derivative transactions and monitor the credit quality of each of these banks on a periodic basis as warranted. We do not anticipate nonperformance by any of these counterparties, and valuation allowances, if any, are de minimis.

Cash Flow Hedges

On January 12, 2023, we entered into an interest rate swap agreement to convert $400,000 of our variable rate 1-month LIBOR rate debt to a fixed rate of 3.6895 percent. On February 28, 2023, after refinancing our debt, we amended the interest rate swap agreement to our 1-month SOFR rate debt to a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform. The combined fair value of the interest rate swap was an asset of $322 at June 3, 2023 and was included in other assets in the Consolidated Balance Sheets. The swap was designated for hedge accounting treatment as a cash flow hedge. We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swap.

On March 16, 2023, we entered into an interest rate swap agreement to convert $300,000 of our 1-month SOFR rate debt to a fixed rate of 3.7210 percent. The combined fair value of the interest rate swap was a liability of $1,354 at June 3, 2023 and was included in other liabilities in the Consolidated Balance Sheets. The swap was designated for hedge accounting treatment as a cash flow hedge. We are applying the hypothetical derivative method to assess hedge effectiveness for this interest rate swap. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swaps.

On March 16, 2023, we entered into an interest rate swap agreement to convert $100,000 of our 1-month SOFR rate debt to a fixed rate of 3.8990 percent. The combined fair value of the interest rate swap was a liability of $709 at June 3, 2023 and was included in other liabilities in the Consolidated Balance Sheets. The swap was designated for hedge accounting treatment as a cash flow hedge. We are applying the hypothetical derivative method to assess hedge effectiveness for these interest rate swaps. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our variable rate debt are compared with the change in the fair value of the swaps.

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

	*Three Months Ended*						*Six Months Ended*
	*June 3, 2023*			*May 28, 2022*			*June 3, 2023*			*May 28, 2022*
Cross-currency swap contracts	$	-		$	(1,228	)	$	-		$	(3,343	)
Interest rate swap contracts		(12,584	)		4,435			(1,529	)		12,690

Fair Value Hedges

On February 12, 2021, we entered into interest rate swap agreements to convert our $300,000 Public Notes that were issued on October 20, 2020 to a variable interest rate of 1-month LIBOR plus 3.28 percent. These interest rate swap agreements mature on October 15, 2028. The combined fair value of the interest rate swaps was a liability of $42,831 at June 3, 2023, and was included in other liabilities in the Consolidated Balance Sheets. The swaps were designated for hedge accounting treatment as fair value hedges. We apply the short cut method and assume hedge effectiveness. Changes in the fair value of a hypothetically perfect swap with terms that match the critical terms of our $300,000 fixed rate Public Notes are compared with the change in the fair value of the swaps.

Net Investment Hedges

On October 17, 2022, we entered into a float-to-float cross-currency interest rate swap agreement with a notional amount of €307,173 maturing in October 2028. On October 20, 2022, we entered into fixed-to-fixed cross-currency interest rate swap agreements for a total notional amount of €300,000 with tranches maturing in August 2025, August 2026 and February 2027. As of June 3, 2023, the combined fair value of the swaps was a liability of $61,584 and was included in other liabilities in the Consolidated Balance Sheets. The cross-currency interest rate swaps hedge a portion of the Company’s investment in Euro denominated foreign subsidiaries.

The swaps are designated as net investment hedges for accounting treatment. The net gains or losses attributable to changes in spot exchange rates are recorded in the cumulative translation adjustment within other comprehensive income (loss). The gains or losses are reclassified into earnings upon a liquidation event or deconsolidation of the foreign subsidiary. Any ineffective portions of net investment hedges are reclassified from accumulated other comprehensive income (loss) into earnings during the period of change. The amount in accumulated other comprehensive income (loss) related to net investment hedge cross-currency swaps was a loss of $46,426 as of June 3, 2023. The amounts of pretax loss recognized in comprehensive income related to the net investment hedge was $7,538 for the six months ended June 3, 2023. As of June 3, 2023, we did not reclassify any gains or losses into earnings from net investment hedges and we do not expect to reclassify any such gain or loss into earnings within the next twelve months. No amounts related to net investment hedges have been excluded from the assessment of hedge effectiveness.

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Derivatives Not Designated as Hedging Instruments

We use foreign currency forward contracts to offset our exposure to the change in value of certain foreign currency denominated assets and liabilities held at foreign subsidiaries that are remeasured at the end of each period. Although the contracts are effective economic hedges, they are not designated as accounting hedges. Foreign currency forward contracts are recorded as assets and liabilities on the balance sheet at fair value. Changes in the value of these derivatives are recognized immediately in earnings, thereby offsetting the current earnings effect of the related foreign currency denominated assets and liabilities.

As of June 3, 2023, we had forward foreign currency contracts maturing between June 5, 2023 and May 13, 2024. The mark-to-market effect associated with these contracts was largely offset by the underlying transaction gains and losses resulting from the foreign currency exposures for which these contracts relate.

The amounts of pretax gains (losses) recognized in other income, net related to derivative instruments not designated as hedging instruments for the six months ended June 3, 2023 and May 28, 2022 were $1,276 and $5,089, respectively.

Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities in the customer base and their dispersion across many different industries and countries. As of June 3, 2023, there were no significant concentrations of credit risk.

Note 12: Fair Value Measurements

Overview

Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels:

	●	Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities.
	●	Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active.
	●	Level 3: Unobservable inputs that reflect management’s assumptions, and include situations where there is little, if any, market activity for the asset or liability.

Balances Measured at Fair Value on a Recurring Basis

The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of June 3, 2023 and December 3, 2022, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value.

June 3,

Fair Value Measurements Using:

Description

2023

Level 1

Level 2

Level 3

Assets:

Marketable securities

2,447

Foreign exchange contract assets

3,231

Interest rate swaps, cash flow hedge assets

322

Liabilities:

Foreign exchange contract liabilities

1,956

Interest rate swaps, cash flow hedge liabilities

2,063

Interest rate swaps, fair value hedge liabilities

42,831

Net investment hedge liabilities

61,584

Contingent consideration liabilities

1,595

	*December 3,*		*Fair Value Measurements Using:*
Description	*2022*		*Level 1*		*Level 2*		*Level 3*
Assets:
Marketable securities	$	4,013	$	4,013	$	-	$	-
Foreign exchange contract assets		10,282		-		10,282		-

Liabilities:
Foreign exchange contract liabilities	$	4,570	$	-	$	4,570	$	-
Interest rate swaps, fair value hedge liabilities		42,542		-		42,542
Net investment hedge liabilities		54,046		-		54,046		-
Contingent consideration liabilities		1,977		-		-		1,977

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The valuation of our contingent consideration liability related to the acquisitions of ZKLT and TissueSeal was $1,095 and $500, respectively, as of June 3, 2023. Adjustments to the fair value of contingent consideration are recorded to selling, general and administrative expenses in the Statement of Income. See Note 2 for further discussion regarding our acquisitions. The following table provides details of the contingent consideration liabilities:

	*Amounts*
Balance at December 3, 2022	$	1,977
Mark to market adjustment		(220	)
Foreign currency translation adjustment		(162	)
Balance at June 3, 2023	$	1,595

Balances Measured at Fair Value on a Nonrecurring Basis

We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets include intangible assets acquired in an acquisition. The identified intangible assets of customer relationships, technology and tradenames acquired in connection with our acquisitions were measured using unobservable (Level 3) inputs. The fair value of the intangible assets was calculated using either the income or cost approach. Significant inputs include estimated revenue growth rates, gross margins, operating expenses, attrition rate, royalty rate and discount rate.

See Note 2 for further discussion regarding our acquisitions.

Balances Disclosed at Fair Value

Long-term debt had an estimated fair value of $1,662,706 and $1,713,257 as of June 3, 2023 and December 3, 2022, respectively. The fair value of long-term debt is based on quoted market prices for the same or similar issues or on the current rates offered for debt of similar maturities. The estimated fair value of these long-term obligations is not necessarily indicative of the amount that would be realized in a current market exchange.

Note 13: Commitments and Contingencies

Environmental Matters

We are involved in environmental investigations, clean-up activities and administrative proceedings related to environmental compliance matters at former and current operating facilities. We have also been identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act (“CERCLA”) and/or similar state laws that impose liability for costs relating to the clean-up of contamination resulting from past spills, disposal or other release of hazardous substances associated with landfills and/or hazardous waste sites. As a PRP, we may be required to pay a share of the costs of investigation and clean-up of these sites. We are subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis. To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish an undiscounted financial provision. We recorded liabilities of $5,530 and $5,754 as of June 3, 2023 and December 3, 2022, respectively, for probable and reasonably estimable environmental remediation costs. Of the amount reserved, $2,640 and $2,789 as of June 3, 2023 and December 3, 2022, respectively, is attributable to a facility we own in Simpsonville, South Carolina as a result of our Royal Adhesives acquisition that is a designated site under CERCLA.

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

Other Legal Proceedings

From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including the asbestos litigation described in the following paragraphs, will not have a material adverse effect on our results of operations, financial condition or cash flow.

We have been named as a defendant in lawsuits in which plaintiffs have alleged injury due to products containing asbestos manufactured more than 35 years ago. The plaintiffs generally bring these lawsuits against multiple defendants and seek damages (both actual and punitive) in very large amounts. In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable injuries or that the injuries suffered were the result of exposure to products manufactured by us. We are typically dismissed as a defendant in such cases without payment. If the plaintiff presents evidence indicating that compensable injury occurred as a result of exposure to our products, the case is generally settled for an amount that reflects the seriousness of the injury, the length, intensity and character of exposure to products containing asbestos, the number and solvency of other defendants in the case, and the jurisdiction in which the case has been brought.

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A significant portion of the defense costs and settlements in asbestos-related litigation is paid by third parties, including indemnification pursuant to the provisions of a 1976 agreement under which we acquired a business from a third party. Currently, this third party is defending and paying settlement amounts, under a reservation of rights, in most of the asbestos cases tendered to the third party.

In addition to the indemnification arrangements with third parties, we have insurance policies that generally provide coverage for asbestos liabilities, including defense costs. Historically, insurers have paid a significant portion of our defense costs and settlements in asbestos-related litigation. However, certain of our insurers are insolvent. We have entered into cost-sharing agreements with our insurers that provide for the allocation of defense costs and settlements and judgments in asbestos-related lawsuits. These agreements require, among other things, that we fund a share of settlements and judgments allocable to years in which the responsible insurer is insolvent.

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

	*Six Months Ended*				*3 Years Ended*
	*June 3, 2023*		*May 28, 2022*		*December 3, 2022*
Lawsuits and claims settled		5		3		13
Settlement amounts	$	3,495	$	206	$	511
Insurance payments received or expected to be received	$	1,944	$	139	$	338

We do not believe that it would be meaningful to disclose the aggregate number of asbestos-related lawsuits filed against us because relatively few of these lawsuits are known to involve exposure to asbestos-containing products that we manufactured. Rather, we believe it is more meaningful to disclose the number of lawsuits that are settled and result in a payment to the plaintiff. To the extent we can reasonably estimate the amount of our probable liabilities for pending asbestos-related claims, we establish a financial provision and a corresponding receivable for insurance recoveries.

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

Note 14: Segments

We are required to report segment information in the same way that we internally organize our business for assessing performance and making decisions regarding allocation of resources. Revenue and operating income of each of our segments are regularly reviewed by our chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance. Segment operating income is identified as gross profit less SG&A expenses. Corporate expenses, other than those included in Corporate Unallocated, are allocated to each operating segment. Consistent with our internal management reporting, Corporate Unallocated amounts include business acquisition and integration costs, organizational restructuring charges and project costs associated with our implementation of Project ONE. Corporate assets are not allocated to the operating segments. Inter-segment revenues are recorded at cost plus a markup for administrative costs.

We have three reportable segments: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives. The business components within each operating segment are managed to maximize the results of the overall operating segment rather than the results of any individual business component of the operating segment. Results of individual components of each operating segment are subject to numerous allocations of segment-wide costs that may or may not have been focused on that particular component for a particular reporting period. The costs for these allocated resources are not tracked on a "where-used" basis as financial performance is assessed at the total operating segment level.

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

	*Three Months Ended*
	*June 3, 2023*					*May 28, 2022*
	*Net*		*Operating*			*Net*		*Operating*
	*Revenue*		*Income (Loss)*			*Revenue*		*Income (Loss)*
Hygiene, Health and Consumable Adhesives	$	404,486	$	51,592		$	437,889	$	43,267
Engineering Adhesives		364,080		44,400			405,346		42,917
Construction Adhesives		129,673		5,969			150,023		11,285
Total segment	$	898,239	$	101,961		$	993,258	$	97,469
Corporate Unallocated¹		-		(11,811	)		-		(9,955	)
Total	$	898,239	$	90,150		$	993,258	$	87,514

	*Six Months Ended*
	*June 3, 2023*					*May 28, 2022*
	*Net*		*Operating*			*Net*		*Operating*
	*Revenue*		*Income (Loss)*			*Revenue*		*Income (Loss)*
Hygiene, Health and Consumable Adhesives	$	788,014	$	96,738		$	827,427	$	75,480
Engineering Adhesives		697,147		76,875			759,323		75,489
Construction Adhesives		222,260		(3,664	)		262,989		15,641
Total segment	$	1,707,421	$	169,949		$	1,849,739	$	166,610
Corporate Unallocated		-		(19,533	)		-		(22,095	)
Total	$	1,707,421	$	150,416		$	1,849,739	$	144,515

¹ Consistent with our internal management reporting, Corporate Unallocated amounts in the tables above include charges that are not allocated to the Company’s reportable segments.

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The table below provides a reconciliation of operating income to income before income taxes and income from equity method investments:

	*Three Months Ended*						*Six Months Ended*
	*June 3,*			*May 28,*			*June 3,*			*May 28,*
	*2023*			*2022*			*2023*			*2022*
Operating income	$	90,150		$	87,514		$	150,416		$	144,515
Other income, net		605			-			3,209			6,142
Interest expense		(33,131	)		(19,828	)		(66,200	)		(38,025	)
Interest income		932			2,091			1,599			4,030
Income before income taxes and income from equity method investments	$	58,556		$	69,777		$	89,024		$	116,662

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

Three Months Ended June 3, 2023

Hygiene, Health

and Consumable

Engineering

Construction

Adhesives

Total

Americas

237,325

149,239

101,642

488,206

EIMEA

114,723

119,199

19,917

253,839

Asia Pacific

52,438

95,642

8,114

156,194

Total

404,486

364,080

129,673

898,239

	*Three Months Ended May 28, 2022*

	*Hygiene, Health*
	*and Consumable*		*Engineering*		*Construction*
	*Adhesives*		*Adhesives*		*Adhesives*		*Total*

Americas	$	255,243	$	166,559	$	119,420	$	541,222
EIMEA		123,145		133,932		23,713		280,790
Asia Pacific		59,501		104,855		6,890		171,246
Total	$	437,889	$	405,346	$	150,023	$	993,258

Six Months Ended June 3, 2023

Hygiene, Health

and Consumable

Engineering

Construction

Adhesives

Total

Americas

460,944

282,709

172,606

916,259

EIMEA

221,794

232,559

34,495

488,848

Asia Pacific

105,276

181,879

15,159

302,314

Total

788,014

697,147

222,260

1,707,421

	*Six Months Ended May 28, 2022*
	*Hygiene, Health*
	*and Consumable*		*Engineering*		*Construction*
	*Adhesives*		*Adhesives*		*Adhesives*		*Total*

Americas	$	475,938	$	299,886	$	214,998	$	990,822
EIMEA		237,797		249,752		34,930		522,479
Asia Pacific		113,692		209,685		13,061		336,438
Total	$	827,427	$	759,323	$	262,989	$	1,849,739

Note 15: Subsequent Events

Acquisitions

On June 12, 2023, we completed the acquisition of XChem International LLC ("XChem") for a base purchase price of approximately $12,347. XChem, headquartered in Ras Al-Khaimah United Arab Emirates, is a manufacturer of adhesives, coatings and sealants for flooring, waterproofing, HVAC, and other construction-related applications. The acquisition will be included in our Construction Adhesives operating segment.

On June 23, 2023, we completed the acquisition of Adhezion Biomedical LLC (“Adhezion”) for a base purchase price of approximately $80,038 as well as contingent consideration up to $15,000 following the completion of certain performance goals and conditions. Adhezion, headquartered in Wyomissing, Pennsylvania, is a manufacturer of cyanoacrylate-based medical adhesives and infection prevention products. The acquisition will be included in our Hygiene, Health and Consumable Adhesives operating segment.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

Overview

The Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) should be read in conjunction with the MD&A included in our Annual Report on Form 10-K for the year ended December 3, 2022 for important background information related to our business.

Net revenue in the second quarter of 2023 decreased 9.6 percent from the second quarter of 2022. Net revenue decreased 14.2 percent due to sales volume and 3.4 percent due to negative currency effects, offset by a 5.9 percent increase in pricing and a 2.1 percent increase due to acquisitions compared to the second quarter of 2022. The negative currency effects were primarily driven by a weaker Chinese renminbi, Egyptian pound, Argentinian peso and Turkish lira compared to the U.S. dollar. Gross profit margin increased 310 basis points due to an increase in product pricing.

Net revenue in the first six months of 2023 decreased 7.7 percent from the first six months of 2022. Net revenue decreased 12.6 percent due to sales volume and 4.1 percent due to negative currency effects, offset by a 7.0 percent increase in pricing and a 2.0 percent increase due to acquisitions compared to the first six months of 2022. The negative currency effects were primarily driven by a weaker Chinese renminbi, Egyptian pound, Argentinian peso, Turkish lira and Euro compared to the U.S. dollar. Gross profit margin increased 240 basis points due to an increase in product pricing.

Net income attributable to H.B. Fuller in the second quarter of 2023 was $40.4 million compared to $47.2 million in the second quarter of 2022. On a diluted earnings per share basis, the second quarter of 2023 was $0.73 per share compared to $0.86 per share for the second quarter of 2022.

Net income attributable to H.B. Fuller in the first six months of 2023 was $62.3 million compared to $85.5 million in the first six months of 2022. On a diluted earnings per share basis, the first six months of 2023 was $1.12 per share compared to $1.55 per share for the first six months of 2022.

Restructuring Plan

On March 27, 2023, the Company approved a restructuring plan (the “Plan”) related to organizational changes and other actions to optimize operations. In implementing the Plan, the Company currently expects to incur costs of approximately $15.0 million to $20.0 million ($12.4 million to $16.4 million after-tax), which includes (i) cash expenditures of approximately $13.8 million to $15.0 million ($11.1 million to $12.1 million after tax) for severance and related employee costs globally and (ii) other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plan. We have incurred costs of $8.5 million under this plan as of June 3, 2023. The Plan was implemented in the second quarter of fiscal year 2023 and is currently expected to be completed during fiscal year 2025. The restructuring costs will be spread across the next several fiscal quarters as the measures are implemented with the majority of the charges recognized and cash payments occurring in fiscal 2023 and 2024.

Results of Operations

Net revenue:

	Three Months Ended							Six Months Ended
	June 3,		May 28,		2023 vs			June 3,		May 28,		2023 vs
($ in millions)	2023		2022		2022			2023		2022		2022
Net revenue	$	898.2	$	993.3		(9.6	)%	$	1,707.4	$	1,849.7		(7.7	)%

We review variances in net revenue in terms of changes related to sales volume, product pricing, business acquisitions and divestitures (“M&A”) and changes in foreign currency exchange rates. The following table shows the net revenue variance analysis for the second quarter and first six months of 2023 compared to the second quarter and first six months of 2022:

	Three Months Ended			Six Months Ended
	June 3, 2023 vs. May 28, 2022			June 3, 2023 vs. May 28, 2022
Organic growth		(8.3	)%		(5.6	)%
M&A		2.1	%		2.0	%
Currency		(3.4	)%		(4.1	)%
Total		(9.6	)%		(7.7	)%

Organic growth was a negative 8.3 percent in the second quarter of 2023 compared to the second quarter of 2022 and consisted of a 5.5 percent decrease in Hygiene, Health and Consumable Adhesives, a 9.0 percent decrease in Engineering Adhesives and a 14.2 percent decrease in Construction Adhesives. The decrease is driven by a decrease in volume partially offset by an increase in product pricing. The 2.1 percent increase from M&A is due to our acquisitions that occurred in the first six months of 2023. The negative 3.4 percent foreign currency impact was primarily driven by a weaker Chinese renminbi, Egyptian pound, Argentinian peso and Turkish lira compared to the U.S. dollar.

Organic growth was a negative 5.6 percent in the first six months of 2023 compared to the first six months of 2022 and consisted of a 0.8 percent decrease in Hygiene, Health and Consumable Adhesives, a 6.1 percent decrease in Engineering Adhesives and a 19.2 percent decrease in Construction Adhesives. The decrease is driven by a decrease in volume partially offset by an increase in product pricing. The 2.0 percent increase from M&A is due to our acquisitions that occurred in the first six months of 2023. The negative 4.1 percent foreign currency impact was primarily driven by a weaker Chinese renminbi, Egyptian pound, Argentinian peso, Turkish lira and Euro compared to the U.S. dollar.

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Cost of sales:

	Three Months Ended									Six Months Ended
	June 3,			May 28,			2023 vs			June 3,			May 28,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Cost of sales	$	641.5		$	739.7			(13.3	)%	$	1,235.8		$	1,383.3			(10.7	)%
Percent of net revenue		71.4	%		74.5	%					72.4	%		74.8	%

Cost of sales in the second quarter of 2023 compared to the second quarter of 2022 decreased 310 basis points as a percentage of net revenue. Higher product pricing partially offset by slightly higher raw material costs and the impact of lower sales volume led to the decrease.

Cost of sales in the first six months of 2023 compared to the first six months of 2022 decreased 240 basis points as a percentage of net revenue. Higher product pricing partially offset by higher raw material costs and the impact of lower sales volume led to the decrease.

Gross profit:

	Three Months Ended									Six Months Ended
	June 3,			May 28,			2023 vs			June 3,			May 28,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Gross profit	$	256.8		$	253.5			1.3	%	$	471.6		$	466.4			1.1	%
Percent of net revenue		28.6	%		25.5	%					27.6	%		25.2	%

Gross profit in the second quarter of 2023 increased 1.3 percent and gross profit margin increased 310 basis points compared to the second quarter of 2022. The increase in gross profit margin was primarily due to higher product pricing partially offset by slightly higher raw material costs and the impact of lower sales volume.

Gross profit in the first six months of 2023 increased 1.1 percent and gross profit margin increased 240 basis points compared to the first six months of 2022. The increase in gross profit margin was primarily due to higher product pricing partially offset by higher raw material costs and the impact of lower sales volume.

Selling, general and administrative (SG&A) expenses:

	Three Months Ended									Six Months Ended
	June 3,			May 28,			2023 vs			June 3,			May 28,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
SG&A	$	166.6		$	166.0			0.4	%	$	321.2		$	321.9			(0.2	)%
Percent of net revenue		18.5	%		16.7	%					18.8	%		17.4	%

SG&A expenses for the second quarter of 2023 compared to the second quarter of 2022 increased 180 basis points as a percentage of net revenue. The increase is due to lower net revenue and higher compensation costs, partially offset by the favorable impact of foreign currency exchange rates on spending outside the U.S.

SG&A expenses for the first six months of 2023 compared to the first six months of 2022 increased 140 basis points as a percentage of net revenue. The increase is due to lower net revenue and higher compensation costs, partially offset by the favorable impact of foreign currency exchange rates on spending outside the U.S.

Other income, net:

Three Months Ended

Six Months Ended

June 3,

May 28,

2023 vs

June 3,

May 28,

2023 vs

($ in millions)

2023

2022

2023

2022

Other income, net

0.6

0.0

NMP

3.2

6.1

(47.5

NMP = Non-meaningful percentage

Other income, net in the second quarter of 2023 included $3.6 million of net defined benefit pension benefits and $0.4 million of other income, partially offset by $3.4 million of currency transaction losses. Other income, net in the second quarter of 2022 included $4.1 million of net defined benefit pension benefits and $1.4 million of other income, partially offset by $5.5 million of currency transaction losses. The $4.1 million of net defined benefit pension benefits in the second quarter of 2022 included a $3.3 million settlement loss related to the termination of our Canadian defined benefit pension plan.

Other income, net in the first six months of 2023 included $10.1 million of net defined benefit pension benefits and $0.7 million of other income, partially offset by $7.6 million of currency transaction losses. Other income, net in the first six months of 2022 included $11.5 million of net defined benefit pension benefits and $1.6 million of other income, partially offset by $7.0 million of currency transaction losses. The $11.5 million of net defined benefit pension benefits in the second quarter of 2022 included a $3.3 million settlement loss related to the termination of our Canadian defined benefit pension plan.

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Interest expense:

	Three Months Ended							Six Months Ended
	June 3,		May 28,		2023 vs			June 3,		May 28,		2023 vs
($ in millions)	2023		2022		2022			2023		2022		2022
Interest expense	$	33.1	$	19.8		67.2	%	$	66.2	$	38.0		74.2	%

Interest expense in the second quarter of 2023 was $33.1 million compared to $19.8 million in the second quarter of 2022 and was higher primarily due to higher debt balances and higher interest rates.

Interest expense in the first six months of 2023 was $66.2 million compared to $38.0 million in the first six months of 2022 and was higher primarily due to higher debt balances and higher interest rates.

Interest income:

	Three Months Ended							Six Months Ended
	June 3,		May 28,		2023 vs			June 3,		May 28,		2023 vs
($ in millions)	2023		2022		2022			2023		2022		2022
Interest income	$	0.9	$	2.1		(57.1	)%	$	1.6	$	4.0		(60.0	)%

Interest income in the second quarter of 2023 and 2022 was $0.9 million and $2.1 million, respectively, consisting primarily of interest on cross-currency swap activity and other miscellaneous interest income.

Interest income in the first six months of 2023 and 2022 was $1.6 million and $4.0 million, respectively, consisting primarily of interest on cross-currency swap activity and other miscellaneous interest income.

Income taxes:

	Three Months Ended									Six Months Ended
	June 3,			May 28,			2023 vs			June 3,			May 28,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Income taxes	$	19.3		$	23.6			(18.2	)%	$	29.0		$	33.8			(14.2	)%
Effective tax rate		33.0	%		33.9	%					32.6	%		29.0	%

Income tax expense of $19.3 million in the second quarter of 2023 includes $2.0 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 29.5 percent. The discrete tax expense relates to various foreign tax matters. Income tax expense of $23.6 million in the second quarter of 2022 includes $4.1 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 27.9 percent. The discrete tax expense relates to impacts of the revaluation of cross-currency swap agreements due to depreciation of the Euro versus the U.S. dollar and other various foreign tax matters.

Income tax expense of $29.0 million in the first six months of 2023 includes $2.9 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 29.4 percent. The discrete tax expense relates to various foreign tax matters offset by an excess tax benefit related to U.S. stock compensation. Income tax expense of $33.8 million in the first six months of 2022 includes $1.2 million of discrete tax expense. Excluding the discrete tax expense, the overall effective tax rate was 27.9 percent. The discrete tax expense relates to the revaluation of cross-currency swap agreements due to depreciation of the Euro versus the U.S. dollar, as well as various foreign tax matters offset by the tax effect of legal entity mergers.

Income from equity method investments:

	Three Months Ended							Six Months Ended
	June 3,		May 28,		2023 vs			June 3,		May 28,		2023 vs
($ in millions)	2023		2022		2022			2023		2022		2022
Income from equity method investments	$	1.2	$	1.1		9.1	%	$	2.3	$	2.6		(11.5	)%

The income from equity method investments relates to our 50 percent ownership of the Sekisui-Fuller joint venture in Japan. The lower income for the second quarter and first six months of 2023 compared to the same period of 2022 is due to the unfavorable impact of the weakening of the Japanese yen against the U.S. dollar and lower net income in our joint venture.

Net income attributable to H.B. Fuller:

	Three Months Ended									Six Months Ended
	June 3,			May 28,			2023 vs			June 3,			May 28,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Net income attributable to H.B. Fuller	$	40.4		$	47.2			(14.4	)%	$	62.3		$	85.5			(23.2	)%
Percent of net revenue		4.5	%		4.8	%					3.6	%		4.6	%

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The net income attributable to H.B. Fuller for the second quarter of 2023 was $40.4 million compared to $47.2 million for the second quarter of 2022. The diluted earnings per share for the second quarter of 2023 was $0.73 per share as compared to $0.86 per share for the second quarter of 2022.

The net income attributable to H.B. Fuller for the first six months of 2023 was $62.3 million compared to $85.5 million for the first six months of 2022. The diluted earnings per share for the first six months of 2023 was $1.12 per share as compared to $1.55 per share for the first six months of 2022.

Operating Segment Results

We have three reportable segments: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives. Operating results of each of these segments are regularly reviewed by our chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance.

The tables below provide certain information regarding the net revenue and operating income of each of our operating segments.

Corporate Unallocated amounts include business acquisition and integration costs, organizational restructuring charges and project costs associated with our implementation of Project ONE.

Net Revenue by Segment:

	Three Months Ended										Six Months Ended
	June 3, 2023					May 28, 2022					June 3, 2023					May 28, 2022
	Net		% of			Net		% of			Net		% of			Net		% of
($ in millions)	Revenue		Total			Revenue		Total			Revenue		Total			Revenue		Total
Hygiene, Health and Consumable Adhesives	$	404.5		45	%	$	437.9		44	%	$	788.0		46	%	$	827.4		45	%
Engineering Adhesives		364.1		41	%		405.4		41	%		697.1		41	%		759.3		41	%
Construction Adhesives		129.6		14	%		150.0		15	%		222.3		13	%		263.0		14	%
Segment total	$	898.2		100	%	$	993.3		100	%	$	1,707.4		100	%	$	1,849.7		100	%
Corporate Unallocated		-		-			-		-			-		-			-		-
Total	$	898.2		100	%	$	993.3		100	%	$	1,707.4		100	%	$	1,849.7		100	%

Segment Operating Income (Loss):

	Three Months Ended												Six Months Ended
	June 3, 2023						May 28, 2022						June 3, 2023						May 28, 2022
	Segment						Segment						Segment						Segment
	Operating						Operating						Operating						Operating
	Income			% of			Income			% of			Income			% of			Income			% of
($ in millions)	(Loss)			Total			(Loss)			Total			(Loss)			Total			(Loss)			Total
Hygiene, Health and Consumable Adhesives	$	51.6			57	%	$	43.3			49	%	$	96.7			64	%	$	75.5			52	%
Engineering Adhesives		44.4			49	%		42.9			49	%		76.9			51	%		75.5			52	%
Construction Adhesives		6.0			7	%		11.3			13	%		(3.7	)		(2	)%		15.6			11	%
Segment total	$	102.0			113	%	$	97.5			111	%	$	169.9			113	%	$	166.6			115	%
Corporate Unallocated		(11.8	)		(13	)%		(10.0	)		(11	)%		(19.5	)		(13	)%		(22.1	)		(15	)%
Total	$	90.2			100	%	$	87.5			100	%	$	150.4			100	%	$	144.5			100	%

Hygiene, Health and Consumable Adhesives

	Three Months Ended									Six Months Ended
	June 3,			May 28,			2023 vs			June 3,			May 28,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Net revenue	$	404.5		$	437.9			(7.6	)%	$	788.0		$	827.4			(4.8	)%
Segment operating income	$	51.6		$	43.3			19.2	%	$	96.7		$	75.5			28.2	%
Segment operating margin		12.8	%		9.9	%					12.3	%		9.1	%

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The following table provides details of the Hygiene, Health and Consumable Adhesives net revenue variances:

	Three Months Ended			Six Months Ended
	June 3, 2023 vs. May 28, 2022			June 3, 2023 vs. May 28, 2022
Organic growth		(5.5	)%		(0.8	)%
M&A		2.7	%		1.5	%
Currency		(4.8	)%		(5.5	)%
Total		(7.6	)%		(4.8	)%

Net revenue decreased 7.6 percent in the second quarter of 2023 compared to the second quarter of 2022. The decrease in organic growth was attributable to a decrease in sales volume, partially offset by an increase in product pricing. The 2.7 percent increase in net revenue from M&A was due to the acquisitions of Lemtapes in the first quarter of 2023 and Beardow Adams in the second quarter of 2023. The negative currency effect was due to a weaker Egyptian pound, Argentinian peso, Turkish lira, Chinese renminbi, Colombian peso and Brazilian real compared to the U.S. dollar. As a percentage of net revenue, gross margin increased due to higher product pricing partially offset by higher raw material costs and the impact of lower sales volume. SG&A expenses as a percentage of net revenue increased due to higher compensation costs and lower net revenue. Segment operating income increased 19.2 percent and segment operating margin as a percentage of net revenue increased 290 basis points compared to the second quarter of 2022.

Net revenue decreased 4.8 percent in the first six months of 2023 compared to the first six months of 2022. The decrease in organic growth was attributable to a decrease in sales volume, partially offset by an increase in product pricing. The 1.5 percent increase in net revenue from M&A was due to the acquisitions of Lemtapes during the first quarter of 2023 and Beardow Adams in the second quarter of 2023. The negative currency effect was due to a weaker Egyptian pound, Argentinian peso, Turkish lira, Chinese renminbi and Colombian peso compared to the U.S. dollar. As a percentage of net revenue, gross margin increased due to higher product pricing partially offset by higher raw material costs and the impact of lower sales volume. SG&A expenses as a percentage of net revenue increased due to higher compensation costs and lower net revenue. Segment operating income increased 28.2 percent and segment operating margin as a percentage of net revenue increased 320 basis points compared to the first six months of 2022.

Engineering Adhesives

	Three Months Ended									Six Months Ended
	June 3,			May 28,			2023 vs			June 3,			May 28,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Net revenue	$	364.1		$	405.4			(10.2	)%	$	697.1		$	759.3			(8.2	)%
Segment operating income	$	44.4		$	42.9			3.5	%	$	76.9		$	75.5			1.8	%
Segment operating margin		12.2	%		10.6	%					11.0	%		9.9	%

The following tables provide details of the Engineering Adhesives net revenue variances:

	Three Months Ended			Six Months Ended
	June 3, 2023 vs. May 28, 2022			June 3, 2023 vs. May 28, 2022
Organic growth		(9.0	)%		(6.1	)%
M&A		1.6	%		1.5	%
Currency		(2.8	)%		(3.6	)%
Total		(10.2	)%		(8.2	)%

Net revenue decreased 10.2 percent in the second quarter of 2023 compared to the second quarter of 2022. The decrease in organic growth was attributable to a decrease in sales volume, partially offset by an increase in product pricing. The 1.6 percent increase in net revenue from M&A was due to the acquisition of Aspen in the first quarter of 2023. The negative currency effect was due to a weaker Chinese renminbi and Turkish lira compared to the U.S. dollar. Gross margin as a percentage of net revenue increased due to higher product pricing and lower raw material costs partially offset by the impact of lower sales volume. SG&A expenses as a percentage of net revenue increased due to higher compensation costs and lower net revenue. Segment operating income increased 3.5 percent and segment operating margin increased 160 basis points compared to the second quarter of 2022.

Net revenue decreased 8.2 percent in the first six months of 2023 compared to the first six months of 2022. The decrease in organic growth was attributable to a decrease in sales volume, partially offset by an increase in product pricing. The 1.5 percent increase in net revenue from M&A was due to the acquisition of Aspen in the first quarter of 2023. The negative currency effect was due to a weaker Chinese renminbi, Euro and Turkish lira compared to the U.S. dollar. Gross margin as a percentage of net revenue increased due to higher product pricing partially offset by the impact of lower sales volume. SG&A expenses as a percentage of net revenue increased due to higher compensation costs and lower net revenue. Segment operating income increased 1.8 percent and segment operating margin increased 110 basis points compared to the first six months of 2022.

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Construction Adhesives

	Three Months Ended									Six Months Ended
	June 3,			May 28,			2023 vs			June 3,			May 28,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Net revenue	$	129.6		$	150.0			(13.6	)%	$	222.3		$	263.0			(15.5	)%
Segment operating income (loss)	$	6.0		$	11.3			(47.1	)%	$	(3.7	)	$	15.6			(126.4	)%
Segment operating margin		4.6	%		7.5	%					(1.7	)%		5.9	%

The following tables provide details of the Construction Adhesives net revenue variances:

	Three Months Ended			Six Months Ended
	June 3, 2023 vs. May 28, 2022			June 3, 2023 vs. May 28, 2022
Organic growth		(14.2	)%		(19.2	)%
M&A		1.7	%		5.0	%
Currency		(1.1	)%		(1.3	)%
Total		(13.6	)%		(15.5	)%

Net revenue decreased 13.6 percent in the second quarter of 2023 compared to the second quarter of 2022. The decrease in organic growth was attributable to a decrease in sales volume, partially offset by an increase in product pricing. The 1.7 percent increase in net revenue from M&A was due to the acquisition of GSSI in the fourth quarter of 2022. The negative currency effect was due to a weaker Australian dollar and British pound sterling compared to the U.S. dollar. Gross margin as a percentage of net revenue decreased primarily due to the impact of lower sales volume partially offset by higher product pricing. SG&A expenses as a percentage of net revenue increased due to lower net revenue. Segment operating income decreased 47.1 percent and segment operating margin decreased 290 basis points compared to the second quarter of 2022.

Net revenue decreased 15.5 percent in the first six months of 2023 compared to the first six months of 2022. The decrease in organic growth was attributable to a decrease in sales volume, partially offset by a slight increase in product pricing. The 5.0 percent increase in net revenue from M&A was due to the acquisitions of Fourny and Apollo in the first quarter of 2022 and GSSI in the fourth quarter of 2022. The negative currency effect was due to a weaker Australian dollar and British pound sterling compared to the U.S. dollar. Gross margin as a percentage of net revenue decreased primarily due to the impact of lower sales volume partially offset by higher product pricing and slightly lower raw material costs. SG&A expenses as a percentage of net revenue increased due to lower net revenue. Segment operating income decreased 126.4 percent and segment operating margin decreased 760 basis points compared to the first six months of 2022.

Corporate Unallocated

	Three Months Ended									Six Months Ended
	June 3,			May 28,			2023 vs			June 3,			May 28,			2023 vs
($ in millions)	2023			2022			2022			2023			2022			2022
Net revenue	$	-		$	-			0.0	%	$	-		$	-			0.0	%
Segment operating loss	$	(11.8	)	$	(10.0	)		18.6	%	$	(19.5	)	$	(22.1	)		(11.6	)%
Segment operating margin	NMP			NMP						NMP			NMP

NMP = Non-meaningful percentage

Corporate Unallocated includes acquisition and integration-related charges, restructuring-related charges, and costs related to the implementation of Project ONE.

Segment operating loss in the second quarter of 2023 increased 18.6 percent compared to the second quarter of 2022 due to higher acquisition and restructuring costs for the second quarter of 2023 and decreased 11.6 percent compared to the first six months of 2022 as acquisition costs on a year-to-date basis were lower in 2023.

Financial Condition, Liquidity and Capital Resources

Total cash and cash equivalents as of June 3, 2023 were $103.2 million compared to $79.9 million as of December 3, 2022 and $68.1 million as of May 28, 2022. The majority of the $103.2 million in cash and cash equivalents as of June 3, 2023 was held outside the United States. Total long and short-term debt was $1,882.3 million as of June 3, 2023, $1,765.1 million as of December 3, 2022 and $1,935.8 million as of May 28, 2022. The total debt to total capital ratio as measured by total debt divided by total debt plus total stockholders’ equity was 52.8 percent as of June 3, 2023 as compared to 52.3 percent as of December 3, 2022 and 54.5 percent as of May 28, 2022.

We believe that cash flows from operating activities will be adequate to meet our ongoing liquidity and capital expenditure needs. In addition, we believe we have the ability to obtain both short-term and long-term debt to meet our financing needs for the foreseeable future. Cash available in the United States has historically been sufficient and we expect it will continue to be sufficient to fund U.S. operations, U.S. capital spending and U.S. pension and other postretirement benefit contributions in addition to funding U.S. acquisitions, dividend payments, debt service and share repurchases as needed. For those international earnings considered to be reinvested indefinitely, we currently have no intention to, and plans do not indicate a need to, repatriate these funds for U.S. operations.

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Our credit agreements include restrictive covenants beginning for the quarter ending June 3, 2023 that, if not met, could lead to a renegotiation of our credit lines and a significant increase in our cost of financing. Those covenants are as follows:

Covenant	Debt Instrument	Measurement	Result as of June 3, 2023
Secured Total Indebtedness / TTM¹ EBITDA	Revolving Facility and Term Loan A Facility	Not greater than 4.75²	2.3
TTM¹ EBITDA / Consolidated Interest Expense	Revolving Facility and Term Loan A Facility	Not less than 2.0	4.7

	¹ TTM = Trailing 12 months
	² The Maximum Secured Leverage Ratio prior to June 1, 2024, shall be 4.75 to 1.00 and will step down to 4.50 to 1.0 with respect to quarters ending after June 1, 2024

EBITDA for covenant purposes is defined as consolidated net income, plus (i) interest expense, (ii) expense for taxes paid or accrued, (iii) depreciation and amortization, (iv) certain non-cash impairment losses, (v) extraordinary non-cash losses incurred other than in the ordinary course of business, (vi) nonrecurring extraordinary non-cash restructuring charges and the non-cash impact of purchase accounting, (vii) any non-cash charge for the excess of rent expense over actual cash rent paid due to the use of straight-line rent, non-cash charge pursuant to any management equity plan, stock option plan or any other management or employee benefit, (viii) any non-cash finance charges in respect of any pension liabilities or other provisions and income (loss) attributable to deferred compensation plans, (ix) any non-recurring or unusual cash restructuring charges and operating improvements, (x) cost savings initiative and cost synergies related to acquisitions within 12 months, (xi) non-capitalized charges relating to the Borrower’s SAP implementation, (xii) fees, costs, expenses and charges incurred in connection with the financing, (xiii) fees, costs, expenses, make-whole or penalty payments and other similar items arising out of acquisitions, investments and dispositions, the incurrence, issuance, repayment or refinancing of indebtedness and any issuance of equity interests; minus, non-recurring or unusual non-cash gains incurred not in the ordinary course of business. Provided that the aggregate amounts that may be added back for any period pursuant to clauses (ix), (x) and (xi) shall not exceed 15% of EBITDA for such period (calculated prior to giving effect to all addbacks and adjustments). For Secured Total Indebtedness / TTM EBITDA ratio, TTM EBITDA is adjusted for the pro forma results from Material Acquisitions and Material Divestitures as if the acquisition or divestiture occurred at the beginning of the calculation period. The full definition is set forth in the Second Amended and Restated Credit Agreement and can be found in the Company’s 8-K filing dated February 21, 2023.

Consolidated Interest Expense for covenant purposes is defined as the interest expense (including without limitation to the portion of capital lease obligations that constitutes imputed interest in accordance with GAAP) of the Borrower and its subsidiaries calculated on a consolidated basis for such period with respect to all outstanding indebtedness allocable to such period in accordance with GAAP, including net costs (or benefits) under Interest Rate Swap Agreements and commissions, discounts and other fees and charges with respect to letters of credit and the interest component of all Attributable Receivables Indebtedness.

We believe we have the ability to meet all of our contractual obligations and commitments in fiscal 2023.

Selected Metrics of Liquidity

Key metrics we monitor are net working capital as a percent of annualized net revenue, trade receivable days sales outstanding (“DSO”), inventory days on hand, free cash flow after dividends and debt capitalization ratio.

	June 3,			May 28,
	2023			2022
Net working capital as a percentage of annualized net revenue¹		18.1	%		17.1	%
Accounts receivable DSO (in days)²		59			59
Inventory days on hand (in days)³		74			71
Free (negative) cash flow after dividends4	$	4.5		$	(97.2	)
Total debt to total capital ratio⁵		52.8	%		54.5	%

¹Current quarter net working capital (trade receivables, net of allowance for doubtful accounts plus inventory minus trade payables) divided by annualized net revenue (current quarter multiplied by four).

²Trade receivables net of the allowance for doubtful accounts at the balance sheet date multiplied by 91 (13 weeks) and divided by the net revenue for the quarter.

³Total inventory multiplied by 91 and divided by cost of sales (excluding delivery costs) for the quarter.

⁴ Year-to-date net cash provided by operating activities, less purchased property, plant and equipment and dividends paid. See reconciliation of net cash provided by operating activities to free cash flow after dividends below.

⁵ Total debt divided by (total debt plus total stockholders’ equity).

Free cash flow after dividends, a non-GAAP financial measure, is defined as net cash provided by operations less purchased property, plant and equipment and dividends paid. Free cash flow after dividends is an integral financial measure used by the Company to assess its ability to generate cash in excess of its operating needs, therefore, the Company believes this financial measure provides useful information to investors. The following table reflects the manner in which free cash flow after dividends is determined and provides a reconciliation of free cash flow after dividends to net cash provided by operating activities, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP.

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Reconciliation of "Net cash provided by operating activities" to (Negative) free cash flow after dividends

	Six Months Ended
($ in millions)	June 3, 2023		May 28, 2022
Net cash provided by operating activities	$	108.4	$	(9.1	)
Less: Purchased property, plant and equipment		82.6		69.1
Less: Dividends paid		21.3		19.0
Free (negative) cash flow after dividends	$	4.5	$	(97.2	)

Summary of Cash Flows

Cash Flows from Operating Activities:

	Six Months Ended
	June 3,		May 28,
($ in millions)	2023		2022
Net cash provided by (used in) operating activities	$	108.4	$	(9.1	)

Net income including non-controlling interest was $62.3 million in the first six months of 2023 compared to $85.5 million in the first six months of 2022. Depreciation and amortization expense totaled $77.0 million in the first six months of 2023 compared to $72.7 million in the first six months of 2022. Deferred income taxes was a use of cash of $16.8 million in 2023 compared to $5.0 million in the first six months of 2022. Accrued compensation was a use of cash of $42.2 million in 2023 compared to $40.4 million last year. Other assets was a use of cash of $37.0 million in the first six months of 2023 compared to $21.9 million in the first six months of 2022. Other liabilities was a source of cash of $18.8 million in the first six months of 2023 compared to a use of cash of $23.6 million in the first six months of 2022.

Changes in net working capital (trade receivables, inventory and trade payables) accounted for a source of cash of $54.9 million compared to a use of cash of $103.7 million last year. The table below provides the cash flow impact due to changes in the components of net working capital:

	Six Months Ended
	June 3,			May 28,
($ in millions)	2023			2022
Trade receivables, net	$	66.9		$	(35.5	)
Inventory		8.3			(95.4	)
Trade payables		(20.3	)		27.2
Total cash flow impact	$	54.9		$	(103.7	)

●

Trade receivables, net – Trade receivables, net was a source of cash of $66.9 million and a use of cash of $35.5 million in the first six months of 2023 and 2022, respectively. The source of cash in 2023 compared to the use of cash in 2022 was due to more cash collected on trade receivables in the current year compared to the prior year. The DSO were 59 days at both June 3, 2023 and May 28, 2022.

●

Inventory – Inventory was a source of cash of $8.3 million and use of cash of $95.4 million in the first six months of 2023 and 2022, respectively. The source of cash in 2023 compared to the use of cash in 2022 is due to lower inventory purchases in 2023 compared to 2022. Inventory days on hand were 74 days as of June 3, 2023 and 71 days as of May 28, 2022.

●

Trade payables – Trade payables was a use of cash of $20.3 million and a source of cash of $27.2 million in the first six months of 2023 and 2022, respectively. The use of cash in 2023 compared to the source of cash in 2022 reflects higher payments on trade payables in the current year compared to the prior year.

Cash Flows from Investing Activities:

	Six Months Ended
	June 3,			May 28,
($ in millions)	2023			2022
Net cash used in investing activities	$	(183.7	)	$	(293.2	)

Purchases of property, plant and equipment were $82.6 million during the first six months of 2023 compared to $69.1 million for the same period of 2022. This difference reflects the timing of capital projects and expenditures related to growth initiatives.

During the first six months of 2023, we paid cash to acquire Lemtapes for $7.4 million, Aspen for $9.3 million and Beardow Adams for $87.0 million, net of cash acquired. During the first six months of 2022, we paid cash to acquire TissueSeal for $22.2 million, Fourny for $14.5 million, net of cash acquired and Apollo for $192.6 million, net of cash acquired.

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Cash Flows from Financing Activities:

	Six Months Ended
	June 3,		May 28,
($ in millions)	2023		2022
Net cash provided by financing activities	$	93.3	$	318.2

In the first six months of 2023, we refinanced our debt and as a result have proceeds from the issuance of long-term debt of $1,300.0 million and repayment of long-term debt of $1,176.7 million. These borrowings are to finance acquisitions and for general working capital purposes. No payment was made for long-term debt in the first six months of 2022 and borrowings on our long-term debt were $335.0 million. Payment of debt issue costs were $10.2 million and $0.6 million in the first six months of 2023 and 2022, respectively. Net payments of notes payable were $0.2 million in the first six months of 2023 and net proceeds of notes payable were $3.6 million in the same period of 2022. Cash dividends paid were $21.3 million in the first six months of 2023 compared to $19.0 million in the same period of 2022. Repurchases of common stock were $2.6 million in the first six months of 2023 compared to $3.6 million in the same period of 2022.

Forward-Looking Statements and Risk Factors

The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements may be identified by the use of words like "plan," "expect," "aim," "believe," "project," "anticipate," "intend," "estimate," "will," "should," "could" (including the negative or variations thereof) and other expressions that indicate future events and trends. These plans and expectations are based upon certain underlying assumptions, including those mentioned with the specific statements. Such assumptions are in turn based upon internal estimates and analyses of current market conditions and trends, our plans and strategies, economic conditions and other factors. These plans and expectations and the assumptions underlying them are necessarily subject to risks and uncertainties inherent in projecting future conditions and results. Actual results could differ materially from expectations expressed in the forward-looking statements if one or more of the underlying assumptions and expectations proves to be inaccurate or is unrealized. In addition to the factors described in this report, Item 1A. Risk Factors identifies some of the important factors that could cause our actual results to differ materially from those in any such forward-looking statements. In order to comply with the terms of the safe harbor, we have identified these important factors which could affect our financial performance and could cause our actual results for future periods to differ materially from the anticipated results or other expectations expressed in the forward-looking statements. These factors should be considered, together with any similar risk factors or other cautionary language that may be made elsewhere in this Quarterly Report on Form 10-Q.

The list of important factors in Item 1A. Risk Factors does not necessarily present the risk factors in order of importance. This disclosure, including that under Forward-Looking Statements and Risk Factors, and other forward-looking statements and related disclosures made by us in this report and elsewhere from time to time, represents our best judgment as of the date the information is given. We do not undertake responsibility for updating any of such information, whether as a result of new information, future events, or otherwise, except as required by law. Investors are advised, however, to consult any further public company disclosures (such as in filings with the SEC or in our press releases) on related subjects.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are exposed to various market risks, including changes in interest rates, foreign currency rates and prices of raw materials. Market risk is the potential loss arising from adverse changes in market rates and prices, such as interest rates and foreign currency exchange rates. See Part II, Item 7A in our Annual Report on Form 10-K for the year ended December 3, 2022 for further discussion of these market risks. There have been no material changes in the reported market risk of the Company since December 3, 2022.

Item 4. Controls and Procedures

Controls and Procedures

We conducted an evaluation, under the supervision and with the participation of our president and chief executive officer and executive vice president, chief financial officer, of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (Exchange Act)) as of June 3, 2023. Based on this evaluation, our president and chief executive officer and executive vice president, chief financial officer concluded that, as of June 3, 2023, our disclosure controls and procedures were effective.

For purposes of Rule 13a-15(e), the term disclosure controls and procedures means controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act (15 U.S.C. 78a et seq.) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its president and chief executive officer and executive vice president, chief financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during our most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect our internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act.

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PART II. OTHER INFORMATION

Item 1. Legal Proceedings

Environmental Matters

To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish a financial provision.

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

Other Legal Proceedings

From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including asbestos-related litigation, will not have a material adverse effect on our results of operations, financial condition or cash flow. However, adverse developments and/or periodic settlements could negatively impact the results of operations or cash flows in one or more future periods.

For additional information regarding environmental matters and other legal proceedings, see Note 13 to our Consolidated Financial Statements.

Item 1A. Risk Factors

This Form 10-Q contains forward-looking statements concerning our future programs, products, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information. Numerous factors could cause actual results to differ significantly from the results described in these forward-looking statements, including the risk factors identified under Part I, Item 1A. Risk Factors contained in our Annual Report on Form 10-K for the fiscal year ended December 3, 2022. There have been no material changes in the risk factors disclosed by us under Part I, Item 1A. Risk Factors contained in the Annual Report on Form 10-K for the fiscal year ended December 3, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Issuer Purchases of Equity Securities

Information on our purchases of equity securities during the second quarter ended June 3, 2023 is as follows:

					(d)
					Maximum
					Approximate Dollar
	(a)				Value of Shares that
	Total		(b)		may yet be
	Number of		Average		Purchased Under the
	Shares		Price Paid		Plan or Program
Period	Purchased¹		per Share		(millions)

March 5, 2023 - April 8, 2023		1,402	$	67.27	$	300,000

April 9, 2023 - May 6, 2023		137	$	70.40	$	300,000

May 7, 2023 - June 3, 2023		-	$	-	$	300,000

¹ The total number of shares purchased are shares withheld to satisfy the employees’ withholding taxes upon vesting of restricted stock.

Repurchases of common stock are made to support our stock-based employee compensation plans and for other corporate purposes. Upon vesting of restricted stock awarded to employees, shares are withheld to cover the employees’ minimum withholding taxes.

On April 7, 2022, the Board of Directors authorized a new share repurchase program of up to $300.0 million of our outstanding common shares for a period of up to five years. Under the program, we are authorized to repurchase shares for cash on the open market, from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements. Upon repurchase of the shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid-in capital. This authorization replaces the April 6, 2017 authorization to repurchase shares.

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Item 6. Exhibits

	*10.1	Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan⁽¹⁾
	*10.2	Form of Non-Qualified Stock Option Agreement under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023
	*10.3	Form of Restricted Stock Unit Award Agreement under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023
	*10.4	Form of Performance Share Award Agreement under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023
	*10.5	Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023
	31.1	Form of 302 Certification – Celeste B. Mastin
	31.2	Form of 302 Certification – John J. Corkrean
	32.1	Form of 906 Certification – Celeste B. Mastin
	32.2	Form of 906 Certification – John J. Corkrean
	101	The following materials from the H.B. Fuller Company Quarterly Report on Form 10-Q for the quarter ended June 3, 2023 formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Total Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

		* Asterisked items are management contracts or compensatory plans or arrangements required to be filed.
		⁽¹⁾ Incorporated by reference to Appendix B to the H.B. Fuller Company Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 22, 2023

Table of Contents

SIGNATURES

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 thereunto duly authorized.

	H.B. Fuller Company


Dated: June 29, 2023		/s/ John J. Corkrean
		John J. Corkrean
		Executive Vice President,
		Chief Financial Officer

Table of Contents

Exhibit Index

Exhibits

	*10.1	Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan⁽¹⁾
	*10.2	Form of Non-Qualified Stock Option Agreement under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023
	*10.3	Form of Restricted Stock Unit Award Agreement under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023
	*10.4	Form of Performance Share Award Agreement under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023
	*10.5	Form of Restricted Stock Unit Award Agreement for Non-Employee Directors under the Second Amended and Restated H.B. Fuller Company 2020 Master Incentive Plan for awards made on or after April 6, 2023
	31.1	Form of 302 Certification – Celeste B. Mastin
	31.2	Form of 302 Certification – John J. Corkrean
	32.1	Form of 906 Certification – Celeste B. Mastin
	32.2	Form of 906 Certification – John J. Corkrean
	101	The following materials from the H.B. Fuller Company Quarterly Report on Form 10-Q for the quarter ended June 3, 2023 formatted in Inline Extensible Business Reporting Language (Inline XBRL): (i) the Consolidated Statements of Income, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Balance Sheets, (iv) the Consolidated Statements of Total Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.
	104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

		* Asterisked items are management contracts or compensatory plans or arrangements required to be filed.
		⁽¹⁾ Incorporated by reference to Appendix B to the H.B. Fuller Company Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on February 22, 2023