h.b. fuller company (ful)

by:Chengbai     2020-01-29
Washington, D. C. Securities and Exchange CommissionC. 20549FORM10-K(Mark One)[X]
Annual Report submitted under Section 13 or 15 (d)
Securities Trading Act of November 28, 2015 as of 1934 or [fiscal year]]
Transition reports submitted under sections 13 or 15 (d)
In the Securities Trading Act of 1934, from the _ th to the _ th Commission File Number: 001-09225H. B. FULLER COMPANY(
The exact name of the registrant specified in the articles of association)(
State or other jurisdiction of company or organization)41-
02683701200 Lake St. Willo Avenue
Paul of Minnesota
Main executive office address)
The registrant\'s telephone number, including the area code :(651)236-
5900 securities registered under article 12 (b)
The act: title to ordinary shares per share, with a face value of $1.
A stock of preferred shares registered under article 12 (g)
Key points of the act: if the registrant is healthy, it is not indicated by a check mark
Well-known experienced issuers as defined in Rule 405 of the Securities Act. [X]Yes []
If the registrant does not need to submit a report under Section 13 or Section 15, please indicate it by check mark (d)of the Act. []Yes [X]
The registrant is not indicated by the check mark (1)
All reports requested by Article 13 or 15 have been submitted (d)
Securities Trading Act of 1934 within the first 12 months (
Or a short period of time required for the registrant to submit such reports), and (2)
This filing requirement has been bound for the last 90 days. [X]Yes []
Whether or not the person with the NoIndicate check mark is also submitted electronically and posted on its company website (if any), each interactive data file is required to be submitted and is subject to section 405th S-
12 months before T (
Or in such a short time that the registrant is required to submit and publish these documents). [X]Yes []
If a default declarant is disclosed under section S-405 of the regulations, it is not indicated by a check mark
To the knowledge of the registrant, K is not included in the final proxy or information statement referenced in Part 3 of this Form 10 and will not be included in it
Any revisions to K or Form 10-K. []
Indicate by check mark whether the registrant is a large accelerated file manager, a non-accelerated file manager
A smaller reporting company.
See the definition of \"large accelerated file manager\", \"accelerated file manager\" and \"small Reporting Company\" in rule 12b
2 of the Trading Act. (Check one)
: Indicate whether the registrant is a shell company by check mark (
Defined in Rule 12b-2 of the Act). []Yes [X]
The total market value of common stock is US $1.
00/share, not held
As at May 30, 2015, the registrant\'s affiliates amounted to approximately $2,108,178,575 (
According to the stock\'s closing price of $42 on the New York Stock Exchange. 11 on such a date).
The number of shares issued by the registrant\'s common stock, with a face value of US $1.
00 per share, 50,075,532 as of January 21, 2016.
Refer to the documents incorporated in Part III by referring to part of the information on the proxy statement of the AGM that the registrant will hold on April 7, 2016. H. B.
Fuller Company Report Form 10-2015-
KTable for ContentsPART IItem 1.
Business project 1A.
Risk factor 7 item 1B.
Unresolved staff comments item 10 2.
Project 3.
Legal procedures for item 4.
The third part is the fifth mine safety disclosure.
Market 12 item 6 of the registrant\'s common stock, related shareholder matters and the issuer\'s purchase of equity securities. Item 7.
Management\'s Discussion and Analysis of the financial status and results of the operation of 15 7A.
Quantitative and qualitative disclosure of market risks
35 financial statements and supplementary data 9.
Changes and differences with accountants in accounting and financial disclosure
Control and procedures for Item 9B.
Section IIIItem 10 of other information.
Director, Executive Officer and Corporate Governance of item 11.
Item 12 compensation 78 for execution.
Secured ownership of certain beneficial owners, management and related shareholders
Certain relationships and related transactions independent of directors
Main accounting fees and services section 78 of IVItem 15.
Annex and schedule 79 of the financial statements sign part IItem 1. BusinessH. B.
Fuller was founded in 1887 and registered as a Minnesota company in 1915.
Our shares are traded on the New York Stock Exchange (NYSE)
Under the FUL symbol.
As described in this article, \"H. B.
\"We\", \"our\", \"management\" or \"Company\" include H. B.
Fuller and his subsidiaries, unless otherwise stated.
Here we are referring to 2015, 2014 and 2013, referring to the fiscal years that we ended on November 28, 2015, November 29, 2014 and November 30, 2013, respectively.
We are the world\'s leading formulators, manufacturers and marketers of adhesives, sealant and other specialty chemicals.
Sales are in 36 countries across North America, Europe, Latin America, Asia Pacific, India, the Middle East and Africa.
Industrial Adhesives are our core products.
Customers manufacture consumer goods and industrial products using our adhesive products, including food and beverage containers, disposable diapers, windows, doors, flooring, electrical appliances, sportswear, footwear, multi
Purchasing products, insulating materials, textiles and electronic products.
Our adhesives help improve the performance of our customer\'s products or improve their manufacturing processes.
We also provide our customers with technical support and unique solutions designed to meet their specific needs.
We have built a variety of products for the residential building market, such as ceramic tiles
Adhesives, adhesives, sealant and related products mainly sold in our construction product operation department.
In February 3, 2015, we acquired Continental Products Co. , Ltd. , an industrial adhesive supplier based in Nairobi, Kenya, for $1. 6 million.
The acquisition supports our emerging market growth strategy and offers specialty adhesive products to key customers in East and Central Africa.
In February 2, 2015, we acquired a 95% stake in Tonsan.
An independent engineering adhesive supplier based in Beijing, China, for $215. 9 million.
This acquisition strengthens our customer relationship in the engineering adhesive market.
At the same time as the acquisition, we reached an agreement to acquire the remaining 5% stake in Tonsan for 82 million yuan or about $13 from February 1, 2019. 0 million.
In addition, the agreement requires us to pay up to 0. 418 billion yuan, about US $66.
8 million, made or considered in accordance with the formula relating to the gross profit of fiscal 2018 in Tonsan.
As of the date of acquisition, the fair value of the agreement to purchase the remaining equity and the contingent consideration based on the discounted cash flow model was $11.
$8 million and $7.
7 million respectively.
Our business reports are in four business units-
American adhesive, EIMEA (
Europe, India, Middle East and Africa)
Asia Pacific and construction products.
In 2015, the percentage of American adhesives as a percentage of total net income was 42%, EIMEA was 29%, Asia-Pacific was 18%, and construction products were 11%, by business unit.
Our American adhesives, EIMEA, and Asia Pacific operations produce and supply industrial adhesive products for a wide range of market applications, including durable assembly (
Textiles such as home appliances, filters, buildings, cars, electronics, windows, doors, wood floors, footwear, sportswear, etc), packaging (
Food and beverage containers, flexible packaging, consumer goods, packaging integrity and repackaging
Durable and non-durable enforcementdurable goods), converting (
Folding cartons, tape and labels, paper conversion, envelopes, books, multiple
Bags, paper towels, towels)
Non-woven fabric and hygiene (
Disposable diapers, female care and medical clothing).
Our building products operations include products for tile installation (
Adhesive, mortar, sealer, level)
Floor, heating, ventilation, air conditioning and insulation applications (
Pipe sealant, weather barrier and sterilization coating, block filler).
S. adhesive operations include a wide range of professional adhesives such as thermoplastic, thermosolid, reactive, water-
Solvent-based-based products.
Sales are mainly carried out through the direct sales team, and the sales ratio through distributors is small.
The EIMEA operation part consists of an adhesive assembly whose product range is the same as the American adhesive operation part.
EIMEA adhesive sales are carried out through direct sales personnel and distributors.
With one exception, the Asia Pacific business unit is similar to the American adhesive business unit.
The Asia-Pacific business segment also includes sewing and sealant for consumer markets and professional trade primarily sold through Australian retailers.
Other adhesive sales are carried out through direct sales personnel and distributors.
The building products operation department provides floor preparation, grouting and mortar for ceramic tile solidification and provides sealing materials and related products for heating, ventilation and air conditioning installation.
Sales of construction products are mainly carried out through distributors, wholesalers, large box retailers and direct sales personnel.
Financial information on our operations and geographical areas is contained in note 14 to the consolidated financial statements. Non-U. S.
Operating major markets, products and distribution methods outside the United States varies depending on each of our regional operations, and generally maintains integrated business units that contain dedicated supplier networks, manufacturing, logistics, and sales organizations.
The vast majority of products sold in any region are produced in the region, and regions do not import large quantities of products from other regions.
At the end of 2015, we had sales offices and manufacturing plants in 20 countries outside the United States and satellite sales offices in 15 other countries.
We have detailed code of conduct policies that we apply in all businesses around the world.
This policy represents a set of common values that apply to all employees and all of our business dealings.
We have adopted policies and processes and conducted staff training, all to ensure compliance with various economic sanctions and export controls, including US regulationsS.
Foreign Asset Control Office of the Ministry of Finance (OFAC).
We will not carry out any business in countries under the jurisdiction of the United States. S.
Economic sanctions such as Cuba, Iran, North Korea, Sudan and Syria.
Many of our markets are highly competitive.
However, due to the quality and breadth of our adhesive, sealant and specialty chemical product portfolio, as well as the experience and expertise of our business organization, our competition is very effective.
In the market for adhesives and other specialty chemicals, we believe that few suppliers have comparable global reach and corresponding capabilities to provide quality and consistency to multinational customers.
Our competition is generally composed of two types of companies :(1)
Similar multinational suppliers and (2)
A region or professional supplier that usually competes in a narrow geographical area within a region or a region.
Competitors of multinational companies usually maintain a wide range of products and technologies, while the range of products and technologies of regional or professional companies are often limited or more concentrated.
The main competitive factors for the sales of adhesives and other specialty chemicals are product performance, supply assurance, technical services, quality, price and customer service.
Customer we have established strong integration with different customers around the world.
Our customers are technology and market leaders in consumer goods, construction and industrial markets.
We are proud of our long time.
Partner customer relationships and diverse customer portfolios, none of which account for more than 10% of consolidated net income.
Our main customers include manufacturers of food and beverages, sanitary products, clothing, major electrical appliances, electronics, automobiles, filters, building materials, wood floors, furniture, cabinets, windows, doors, paper towels, towels, corrugated, winding, packaging, labels, tape.
Our products are delivered directly to our customers mainly from our manufacturing plants and additional delivery through distributors and retailers.
As of November 28, 2015 or November 29, 2014, there was no significant backlog of unfilled orders.
Raw materials we use several major raw materials in the production process, including adhesive-increasing resin, polymer, synthetic rubber, vinyl acetate monomer and plasticizer.
We usually avoid a single source supplier arrangement for raw materials.
Most of our raw materials are oil/gas derivatives.
Under normal circumstances, raw materials can be bought in the open market.
Prices and supply depend on the market mechanism of supply and demand.
The cost of raw materials is mainly determined by the supply balance and the aggregate demand of the adhesive industry and other industries that use the same raw material flow.
Crude oil and natural gas are the main raw materials of our raw materials, and their cost will also affect the cost of our raw materials.
Most of the technologies we use in our products and manufacturing processes can be patented, trademark and licensed in the public domain.
For technologies that are not available in the public domain, we rely on trade secrets and patents in due course to protect our competitive position.
We have also obtained some patented technologies from other sources.
Our business does not rely heavily on licenses or similar rights, nor on any single patent or related patent group.
We have agreements with many employees to protect technology and intellectual property rights.
Customers, suppliers, and others often make confidential commitments to protect proprietary information as well.
We have numerous trademarks and service marks in different countries.
Trademarks such as H. B.
Fuller®Swift®, Advantage®Clear®Sesame seeds®, TEC®, Plasticola®Foster. ®Cole®, Rapidex®Full
CareTM, Liquamelt®, Thermonex®Tile-
Perfect®And TONSAN®It is very important in product marketing.
Many of our trademarks and service providers are registered. U. S.
The term of trademark registration is ten years. as long as the trademark is used in the normal trade process, trademark registration can be updated every ten years.
Our investment in R & D has created a new and innovative adhesive technology platform that improves product performance, ensures a competitive cost structure and leverages the raw materials available.
New product development is a key research and development result, providing a higher
Provide value solutions to existing customers or meet the needs of new customers.
The project is developed in local laboratories in each region, where we know our customer base best.
Our lab network coordinates platform development worldwide.
By designing and developing new polymers and new formulations, we hope to continue to grow in the current market.
We also develop new applications for existing products and technologies and improve manufacturing processes to increase productivity and product quality.
Research and development work is closely related to customer needs, but we are not involved in customer sponsored activities.
We encourage open innovation and seek suppliers
Promote the development of new technologies and establish relationships with academic institutions and other institutions to enhance our capabilities.
R & D costs $26. 2 million, $21.
$2 million and $24.
In 2015, 6 million, 2014 and 2013 respectively.
R & D costs are included in sales, general and administrative expenses.
Environment, health and safety we comply with applicable regulations related to environmental protection and worker safety.
This includes regular review and upgrading of environmental, health and safety policies, practices and procedures, as well as improvement of production methods to minimize waste emissions from our facilities, based on evolving social standards and understanding of the environment.
Environmental spending on compliance with environmental regulations is estimated to be around $9 over the next two years.
9 million, including about $1.
9 million of capital expenditure.
See additional disclosure under item 3.
Legal proceedings.
Seasonal US adhesive, EIMEA, and construction product operations have historically had a lower net income in the winter months, mainly due to our first fiscal quarter, in part to the seasonal decline in construction activities.
We also had many international holidays in the first quarter, reducing the number of shipping days available.
In November 28, 2015, we hired about 4,400 people, about 1,500 of whom were in the United States.
The following table for the registrant\'s executive officer shows the name, age and business experience of the executive officer for the past five years as of January 15, 2016.
Unless otherwise stated, the position described is the position of the company or its subsidiaries.
Service jamesj.
Owens51 president and chief executive officer, senior vice president, senior vice president, United States, 2010-
Now 2010-
November 2010-September 2008
Heather A, January 2010.
Vice President, Campe42, vice president and general manager, Asia Pacific, business director, business envelope, Graphic Arts & tobacco 2014-
Now 2013-
May 2014-November 2010
January 2013-March 2009
Elin E October 2010
Alvogen, president of Gabriel52Vice and operations officer of global operation Schief (
A multinational pharmaceutical company)June 2014 -Present2010 -2013JamesR.
Executive Vice President of Giertz58, senior vice president of chief financial officer, chief financial officer October 2013-
PresentMarch 2008-
Traci L, October 2013.
Jensen49 senior vice president of North American companies, vice president of American companies, vice president of North American companies, 2013-
PresentNovember 2011-
10-January 20, 2013-2011TimothyJ.
December 2006, Vice President Keenan58, general counsel and company secretary-
Senior vice president, emerging markets, Europe, India, Middle East and Africa (EIMEA)June 2015 -
PresentOctober 2009-
Patrick M, June 2015
Senior Vice President of Kivits48 Henkel, vice president and general manager of eimeacate (
Global manufacturer of adhesives, sealant and surface treatment)
Vice President, HenkelAG & Co.
KGaASeptember 2015Present2013 -
September 2015-2013Ann B.
Parriott57Vice, human resources January 2006-
PresentHassan H.
Vice President, growth platform, Ashland Inc. Chief Technology and Innovation Officer(
Global manufacturer of professional chemical products)July 2015 -
PresentOctober 2012-
PatrickJ, July 2015-October 2012.
Trippel56 senior vice president of global general industry, senior vice president of market development, senior vice president and general manager of building materials (
Global manufacturer of adhesives, sealant and surface treatment)April 2013 -
09-April 20, 2013-
The board elected executive officers every year.
For more information about us, please visit our website: www. hbfuller. com.
We submit annual, quarterly and current reports, agency statements and other information to the Securities and Exchange Commission (SEC)via EDGAR.
Our SEC filing documents, after being submitted to or provided to the SEC, are provided to the public free of charge on our website as soon as reasonably practicable. Item 1A.
Risk factors as global manufacturers of adhesives, sealant and other specialty chemicals, we operate in a business environment facing various risks and uncertainties.
The following are the most important factors that may adversely affect our business, financial position and operational results.
The adverse conditions of the global economy may have a negative impact on our customers and our financial results.
The economic downturn in the business or geographical area where we sell products may reduce the demand for these products and lead to a decline in sales, which may have a negative impact on our operating results.
Product demand often depends on the terminaluse markets.
Economic conditions that reduce consumer confidence or discretionary spending may reduce product demand.
Challenging economic conditions may also impair the customer\'s ability to pay for the products they purchase and, therefore, our suspicious account and written Reserve
Accounts receivable may increase.
Rising prices and falling supply of raw materials can have a negative impact on our financial results.
In 2015, the cost of raw materials accounted for more than 75% of our sales costs.
Therefore, the change in the cost of raw materials will have a significant impact on our income.
The raw materials needed to produce the product are obtained from many suppliers, many of which are derived from oil and natural gas.
Under normal market conditions, these raw materials can usually be obtained from the open market of various producers.
While the alternative supply of most key raw materials is available, production disruptions from suppliers can lead to tight supply
Demand for certain raw materials.
The replacement of key raw materials requires us to identify new sources of supply, reformulate, re-test, and may need to seek re-
Approval from customers who use these products.
The price and supply of these raw materials may fluctuate from time to time, which may impair our ability to purchase the necessary materials or increase the cost of manufacturing the products.
If the price of raw materials rises in a short period of time, we may not be able to pass these increases to our customers in a timely manner and may reduce our profit margin.
Based on the financial results of 2015, a change of 1% of our raw material cost assumptions will result in a change in net income of about $7. $3 million or $0.
14 per share after dilution.
Uncertainties in foreign social, political and economic conditions and fluctuations in foreign currencies may adversely affect our results.
About 57%, or $1.
In 2015, 2 billion of our net income came from outside the United States.
Changes in social, political and economic conditions may adversely affect international operations, especially in the Middle East, Russia, China and other developing or emerging markets where we do business.
The acquisition of Dongsan has significantly increased our net income in China, thus increasing our potential risks in changing social, political and economic conditions.
In addition, trade protection measures
Bribery and anti-bribery
Changes in corrupt regulations, restrictions on return of profits, different intellectual property rights and legal and regulatory requirements that limit the sale or increase of products may adversely affect our operating results.
Exchange rate fluctuations between the United StatesS.
US dollars and other currencies may result in an increase or decrease in net income, raw material costs and income and may adversely affect the value of our assets outside the US.
In 2015, changes in foreign currency had a negative impact on our net income of about $126. 0 million.
We spent about $1 in 2015.
2 billion of raw materials one of the world about $638.
8 million were purchased outside the United States.
Based on the financial results of 2015, due to changes in foreign currency exchange rates, a 1% change in our sales cost assumptions will result in a change in net income of about $5. $2 million or $0.
10 per share after dilution.
Although we use risk management tools, including discretionary hedging, to mitigate volatility in the foreign exchange market, any change in the risk management tool strategy will also affect sales revenue, operating costs and results, there is no guarantee that these measures will save costs or eliminate all market volatility risks.
We have experienced fierce competition in every business unit and geographical area we operate.
We have a wide range of products, which are sold in many markets, and each market is very competitive.
Our competitive position in the market depends to some extent on external factors.
For example, the supply and demand of some of our products is driven by the terminal.
Leverage market and global capabilities, which in turn affects the demand and pricing of our products.
Many of our direct competitors are part of large multinationals, and they may have more resources than we do.
Any increase in competition can result in a loss of market share or a reduction in prices, resulting in a reduction in profit margins.
This can damage the ability to grow, or even the ability to maintain current levels of income and income.
Although we have a broad customer base, the loss of certain top customers may adversely affect our financial position and operational results before replacing such businesses, we cannot guarantee that we will be able to regain or replace any lost customers.
Failure to develop new products and protect our intellectual property rights will have a negative impact on our future performance and growth.
Continuous innovation and product development are important factors in our competitive power.
Failure to create new products and generate new ideas will have a negative impact on our growth capacity and financial performance.
We keep applying and getting the United States. S.
And foreign patents to protect the results of the research we use in our operations and licensing.
We are a party to a large number of patent licenses and other technical agreements.
We rely on patents, NDA and internal security measures to protect our intellectual property rights.
If these intellectual property rights cannot be protected, they will have a negative impact on our future performance and growth.
We may need to record our long-term impairment costs. lived assets.
Weak demand may lead to inadequate utilization of our manufacturing capabilities or elimination of production lines;
The termination of the contract or the shutdown of the customer may force the sale or abandonment of the facilities and equipment;
Or other events related to poor economic conditions or specific product or customer events may require us to record impairment of tangible assets (such as facilities and equipment) and intangible assets, such as intellectual property rights or goodwill, this will have a negative impact on our financial results.
We have lawsuits and claims against us and the results are uncertain.
From time to time, our business is the party or target of litigation, claims, investigations and proceedings, including product liability, personal injury, asbestos, patents and intellectual property, business, contract, environment, antitrust, health and safety, employment issues, which are dealt with and defended in the normal course of business.
The settlement results of any future litigation or such litigation and claim are inherently unpredictable, but these results may be adverse and the number may be substantial. See Item 3.
Discuss the legal process of the current proceeding.
Costs and expenses incurred due to compliance with environmental laws and regulations may have a negative impact on our operational and financial results.
We are subject to many environmental laws and regulations that impose various environmental controls on us or relate to environmental protection, the sale and export of certain chemicals or hazardous materials, and health and safety issues.
The cost of complying with these laws and regulations can be substantial, and the cost may increase as the applicable requirements and their implementation become more stringent and the implementation of the new rules.
Adverse development and/or periodic settlement may have a negative impact on our operating results and cash flow. See Item 3.
Legal procedures for discussing current environmental issues.
Additional income tax expenses or additional income tax liabilities may have a negative impact on our financial results.
We are subject to income tax laws and regulations in the United States and various foreign jurisdictions.
In assessing and estimating our provisions and accrued items for these taxes, a significant judgment needs to be made.
Our income tax liabilities depend on the location of income in these different jurisdictions.
Our income tax provision and income tax liabilities may be adversely affected by the jurisdictional combination of income, changes in the valuation of deferred tax assets and liabilities, and changes in tax laws and regulations.
In the course of our normal business, we are also constantly reviewed by the tax authorities on our income tax returns.
Although we consider our tax estimate to be reasonable, the final outcome of any tax review or related litigation may differ materially from our relevant historical income tax terms and accrued items.
Adverse developments in the audit, review, litigation or tax laws, regulations, administrative practices in the relevant jurisdiction in connection with the previously filed tax returns, principles and explanations may have a significant impact on the results of our operations and cash flows during the period or period in which development occurs, as well as the period before and after.
Troubled financial markets could lead to a sharp fall in asset valuations and widespread confusion in capital markets.
Adverse stock market conditions and fluctuations in the credit market may have a negative impact on the value of our pension trust assets, our estimated pension liabilities in the future, and other post-retirement benefits programs.
In addition, we can be asked to provide more pension plan funds.
Therefore, our financial results may be negatively affected.
The reduction in capital market access may affect our ability to invest in strategic growth plans such as acquisitions.
In addition, the reduction in the supply of credit may limit the ability of our customers to invest in business, refinance due debt or meet their continued demand for working capital.
If these customers do not have enough opportunities to enter the financial market, the demand for our products may decline.
Catastrophic events can disrupt our operations or the operations of our suppliers or customers and have a negative impact on our financial results.
Accidents, including natural disasters and bad weather events, fires or explosions at our facilities or supplier facilities, acts of war or terrorism, supply disruptions or security loopholes in our information technology systems may increase the cost of doing business or otherwise compromise our operations, customers and suppliers.
These activities may reduce the demand for our products or make it difficult or impossible for us to receive raw materials from suppliers and deliver products to customers.
The failure of our information technology system may have a negative impact on our business.
We rely on information technology to record and process transactions, manage our business and maintain the financial accuracy of our records.
Our computer systems are damaged or interrupted by various sources, including power outages, computer and telecom failures, computer viruses, security holes, vandalism, catastrophic events, and human errors.
The interruption of our computer system may disrupt our business, may lead to business losses, and cause us to incur additional costs.
Information technology security threats are increasingly frequent and complex.
Our information technology systems may be compromised by unauthorized external parties or abused by employees or other internal personnel who intend to extract sensitive information, destroy information or disrupt business processes.
Such unauthorized access may compromise confidential information, disrupt our business, damage our reputation, result in loss of assets, customer confidence and business, and have a negative impact on our financial results
We are implementing global enterprise resource planning (ERP)
We call it Project One, which will upgrade and standardize our information system.
It is expected to be implemented in phases in the coming years.
The North American adhesive business was put into use in 2014 and it turns out that the implementation process is more difficult than we originally expected, resulting in disruption of our manufacturing network, lower productivity and lower levels of customer service.
By the end of 2014, most of the problems related to software implementation had been remedied, the business was stable, and the operation capacity reached the level before the implementation of the new software.
At the end of 2014, we suspended any further implementation projects in other geographic regions until we completed the optimization of the current platform in North America.
We are preparing a revised implementation plan to take advantage of our first visit experience
Real-time events and reduce the risk of major business disruptions.
We expect follow-up implementation to begin in the second half of 2016, with the second phase expected to be completed in early 2017.
Any delay or failure to achieve our implementation objectives may adversely affect our financial results.
In addition, failure to deliver the application on time or to anticipate the necessary preparation and training needs can result in business disruption and loss of business.
Failure or abandonment of any part of the ERP system may result in writing-
Deducted from part or all of the cost of capitalization of the project.
Failure to attract and retain qualified people can adversely affect our business.
The continuity and development of our business depends on the recruitment, development and retention of qualified employees.
Failure to recruit and retain key personnel or accidental loss of key personnel may adversely affect our operations.
Future acquisitions cannot be carried out or effectively integrated, which may affect our performance.
As part of our growth strategy, we intend to further acquire complementary business or products as well as joint ventures.
The ability to develop through acquisition or joint venture depends on our ability to identify, negotiate, complete and integrate suitable acquisition or joint venture arrangements.
If we cannot successfully integrate the acquisition into our existing business, our operating results and cash flow may be adversely affected. Item 1B.
Unresolved employee reviews. Item 2.
The hotel\'s executive office and central research facilities are located in St.
Paul in Minnesota
These facilities are from the company.
Owns and contains 247,630 square feet.
Manufacturing operations in 21 factories across the United States and 24 in 19 other countries.
In addition, there are many sales and service offices around the world.
We believe that the property owned or leased is suitable for our business.
Operational capabilities vary from product line to line, but by increasing the number of shifts, most product lines have additional production capabilities.
Here is our list of manufacturing plants as of November 28, 2015 (
Unless otherwise specified, each property listed is owned by US)
California-Asia Pacific manufacturing center
202 Roseville, Australia 82
South Dandenong, VIC71, 280 Georgia-
Norcross121, 755-Beijing15,597-Tucker69,000-
Illinois-Guangzhou 36, 055Seneca24,621-
Kentucky, Nanjing 55,224-Paducah252,500-
622 Michigan-Suzhou No. 73
Big Rapids65, 689-
Yantai 23,890 Minnesota-
Fridley15, 850 Malaysia-Selongor21,900-
Vadnais Heights53, Philippines, 145-
Blue Ash102, Asia Pacific, 983 Texas-
Mesquite25, 000, Washington-
Eiver35, 768 eimea Argentina-
367 Austria-
Brazil-Wels1, 266,500
535 Egypt-sorokaba
October 6, 525-
Curitiba, Finland 19,896-
Espoo5, Chile, 575-
Santiago64, 099, France
Colombia-Blois48, 438Rionegro17,072-
743 German-Surbourg21, 999 American adhesive
Lueneburg 64, 249-
Nienburg139, 248 building products-
Pirmasens248, 438 California-
Ramilada 15,206 Greece-
782 Georgia-Pune38
Italy-Dalton 72
Borgolavezzarowski 219 IllinoisAurora149,000-Pianezze36,500-
Portugal-Palatine55, 000
193New 90, New Jersey-
375 vigo, Pennsylvania 19-
Fairless Hills19, 229 United Kingdom-
17,465 Texas-
Eagle Lake 26,000 EIMEA total 640,810-
Houston11, 000 building products total 364,0151 rental property 2 idle property 3.
Important legal action.
From time to time, we are aware of compliance matters relating to federal, state or local entities or have received notices from federal, state or local entities regarding possible or suspected violations of environmental, health or safety laws and regulations.
We reviewed the situation at each site, taking into account the number of parties involved, the level of potential liability or our contribution relative to other parties, the nature and scale of the hazardous substances involved, the manner and extent of remediation, estimated legal and advisory fees for each site, and time periods during which any fees may be incurred.
In addition, from time to time we are identified as potential responsible parties (PRP)
Under the law on Comprehensive Environmental Response, Compensation and Liability (CERCLA)
And/or similar state laws provide for cost liability in connection with cleaning up pollution caused by past spills, disposal or other releases of hazardous substances.
In some countries where existing and former facilities are located, we are also subject to similar laws.
Our environmental, health and safety departments monitor compliance with applicable laws globally.
As long as we can reasonably estimate the amount of liabilities we may have for environmental affairs, we have established a financial reserve.
We are currently involved in various environmental investigations, clean-up activities, as well as administrative litigation and litigation.
In particular, in some government enforcement actions related to landfill sites and/or hazardous waste sites, we are currently treated as PRP, together with many other parties.
As PRP, we may need to pay a portion of the cost of investigating and cleaning up these sites.
In addition, we also work on environmental remediation and monitoring in some existing and previous operating facilities.
Although, based on the information currently available, there is uncertainty about the amount and time of the final environmental liability, we conclude that these matters are separate or overall, will not have a significant adverse effect on our operating results, financial position or cash flow.
However, adverse development and/or periodic settlement may have a negative impact on business outcomes or cash flows for one or more periods in the future.
Other legal proceedings.
In the normal course of business, from time to time we are a party or target of litigation, claims, investigations and litigation, includes 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 conclude, based on the information currently available, that the final resolution of any outstanding matters, whether resolved individually or in general, including the asbestos litigation described in the following paragraph will not have a significant adverse effect on our operating results, financial position or cash flow.
In the action claimed by the plaintiff to have been injured by asbestos-containing products produced more than 30 years ago, we were designated as defendants.
The plaintiff generally filed a lawsuit against several defendants for compensation (
Practical and punitive)
The amount is very large.
In many cases, the plaintiffs were unable to prove that they had suffered any compensable injury or that the injury was caused by contact with the products we made.
In this case, we are generally treated as defendants without payment.
If the plaintiff makes evidence that there is a compensable injury due to contact with our product, the case is usually resolved in an amount that reflects the severity, length of the injury, exposure to the strength and nature of the product containing asbestos, the number and solvency of other defendants in the case, and the cases under jurisdiction.
A large part of the defense costs and settlement of asbestos-
The relevant litigation is paid by a third party, including compensation under the provisions of our 1976 agreement to obtain business from a third party.
Currently, in most asbestos cases submitted to a third party, the third party is defending and paying the settlement amount in accordance with the rights reservation.
In addition to the compensation arrangements with third parties, we also have insurance policies that generally provide insurance for asbestos liability (
Including defense costs).
Historically, insurance companies have paid a large part of our defense spending and settlement on asbestos.
Related litigation.
However, some of our insurance companies went bankrupt.
We have already invested in the cost.
Share agreement with our insurance company that provides for the allocation of defense costs and settlement and judgment in asbestos
Related Litigation
Among other things, these agreements require us to fund settlements and judgments that can be allocated to the responsible insurance company in the year of bankruptcy.
Summary of quantity and settlement amount of asbestos-
The relevant litigation and claims are as follows: November 29, November 30 ,,($ in millions)
201520142013 litigation and claims resolve insurance payments that have been received or are expected to be received. We don\'t think it makes sense to disclose the total number of asbestos --
Relevant proceedings against us, as it is known that there are relatively few involved in contact with asbestos in these proceedings
Contains the products we make.
On the contrary, we believe that the number of proceedings to disclose the settlement and make payments to the plaintiff makes more sense.
To some extent, we can reasonably estimate our possible liabilities for open asbestos --
Related claims, we have established financial preparation and corresponding accounts receivable for insurance recovery.
Based on the information currently available, we conclude that any outstanding matters, including asbestos, are resolved --
Related litigation, whether it is a separate action or an overall action, will not have a significant adverse impact on our operating results, financial position or cash flow.
However, adverse development and/or periodic settlement may have a negative impact on business outcomes or cash flows for one or more periods in the future. Item 4.
Mine safety disclosure is not applicable. Part II. Item 5.
The common stock market of the registrant, related shareholder matters, and the purchase of stock securities by the issuer. Our common stock is traded on the New York Stock Exchange with full trading symbol.
As of January 21, 2016, our common stock had a total of 1,805 registered shareholders of common stock.
The table below shows the high, low selling prices per share of our shares and the dividends announced in the fiscal quarter.
High and low sales price2052018dividends (Per Share)
In the third quarter of the first quarter, in the fourth quarter, we have no significant contractual restrictions on our ability to declare or pay dividends.
We currently expect that comparable dividends of our common stock will continue to be paid in the future.
The information on the issuer\'s purchase of stock securities on 2015 is as follows: period (a)
Total number of sand breathing 1 (b)
Average price per share (c)
As part of a publicly announced plan or plan, the total number of people that sharescu Chase (d)
The maximum approximate dollar value of a stock that may not have been purchased under a plan or plan (thousands)
August 30, 2015-
October 3-20, 2015-October 4
October 31-20, 2015-November 1
The number of shares purchased in November 28, 2015 involved 258 shares withheld to meet the employee\'s withholding tax on the attribution of restricted shares, and 500,000 shares purchased under the 2010 share repurchase plan.
For more information, see Note 9 to consolidated financial statements.
Total shareholder return chart the following figure compares the cumulative total shareholder return of our common shares in the past five fiscal years with the cumulative total return of the S & P 600 index and the Dow Jones US indexS.
Index of special chemicals
This chart assumes an investment of $100 per H. B.
S & P 600 and Dow Jones US stock indexS.
At the end of the transaction on November 27, 2010, the special chemicals index also assumed a reinvestment of all dividends. Item 6.
The following selected financial data are from our audited consolidated financial statements, relevant notes included elsewhere in form 10 should be read in conjunction with management\'s discussion and analysis of financial status and operational results and consolidated financial statementsK. (
Thousands of Dollars, except per share)
Financial years32052020202net revenuincome continue to operate the net revenuetal assetsLong-
Regular debt, excluding current due regular debtB.
Ordinary shares of shareholders equity holders of Fuller: Income from continuing operations: declared Basic Diluted dividends and paidBook value 4 Number of employees 2014, 2013, 2012, 2011 and including the following
$4 tax. 7 million, $45. 2 million, $35. 3 million, $35.
$4 million and $5.
8 million, respectively, related to special charges, net.
22011 all amounts including 53 weeks have been adjusted to stop operations.
4 The book value is calculated by dividing the total H. B.
A fuller shareholder interest in the number of outstanding ordinary shares as of the end of this fiscal year. Item 7.
Management Discussion and Analysis of Financial Position and operational results. B.
Fuller is a global formulator, manufacturer and marketer of adhesives and other specialty chemicals.
We manage our business through four business units.
American adhesive, EIMEA (
Europe, India, Middle East and Africa)
Asia Pacific and construction products.
American adhesives, EIMEA and Asia Pacific operations are in the market for assembly, packaging, conversion, non-woven and hygienic, performance Wood, flooring, textiles, flexible packaging, graphic arts, automotive and electronics.
The building products operation department provides floor preparation, grouting and mortar for ceramic tile solidification and provides sealing materials and related products for heating, ventilation and air conditioning installation.
The integration of the industrial adhesives business we acquired in March 2012 involved a lot of restructuring and capital investment to optimize the new consolidated entity.
In addition to this acquisition, we also announced our intention to take a series of actions in our existing EIMEA operations to improve the profitability and future growth prospects of the operations.
We combine these two plans into one project, which we call a business integration project.
Head office: when reviewing our financial statements, it is important to understand how certain external factors affect us.
These factors include: ● Changes in raw material prices mainly from refining and natural gas ● global supply and demand for raw materials ● economic growth rate, and ● Currency exchange rate compared to the United StatesS.
The dollar bought thousands of raw materials, most of them oil/gas derivatives.
The price of these derivatives affects the cost of our raw materials.
However, the supply and demand of key raw materials have a greater impact on our costs.
With the increase of high demand
In the growth area, the supply of key raw materials may be tightened, resulting in the release of certain materials.
Natural disasters such as hurricanes can also have an impact as key raw material producers close down for a long time.
We constantly monitor capacity utilization, market supply and demand, raw material costs and inventory levels that affect our raw materials, as well as prices for derivatives and intermediate products.
Raw materials account for more than 75% of our sales costs, and our financial results are very sensitive to the changing costs in this area.
In 2015, we generated a net income of 43% in the United States and a net income of 29% in EIMEA.
The pace of economic growth in these areas directly affects certain industries where we provide products.
Adhesive, for example-
The related income of durable goods customers in home appliances, furniture and other woodworking applications tends to fluctuate with the overall economic activities.
In commercial components such as building products and hollow glass, revenue tends to shift with more specific economic indicators such as housing starts and other buildings
Related activities.
Foreign exchange rate changes compared to the United StatesS.
The US dollar affects the process of translating the financial statements of foreign entities into US currency. S. dollars.
As foreign currency depreciates against the US dollar, our income and cost decreases as foreign currency depreciates
Financial statements denominated in US dollars have decreased.
Fluctuations in the euro against the United StatesS.
The dollar has the greatest impact on our financial results compared to all other currencies.
In 2015, currency fluctuations had a negative impact on net income of about $126.
Compared with 2014, it was 0 million.
The main financial results and transactions in 2015 include the following: ● Net income decreased by 1.
0% in 2014 was mainly from 6.
A 0% reduction in currency was offset by 4.
Sales increased by 5% year on year, 0.
Product pricing rose 5%.
The gross profit margin increased to 27.
3% from 25.
3% per cent in 2014.
● Cash flows from ongoing business activities amounted to $210.
In 2015, it was $5 million, compared to $29.
In 2014 it was $7 million and $132.
2013 7 million.
● We acquired a % stake in Tonsan Adhesive, Inc. 95
In February 2, 2015, $215. 9 million.
The global economic situation was mixed in 2015.
We have experienced generally favorable terminal market conditions in the Asian market, especially in China, as well as in the North American Construction Products related market.
Due to the decrease in growth rate, China\'s terminal market situation deteriorated in the second half of 2015.
Our final market demand for core adhesive products in the Americas and EIMEA is generally flat, rising slightly, with some final segments rising and others falling.
We defined the total amount of money sales growth as a combined difference in product pricing, sales and small acquisitions increased by 5.
Compared with 2014, 0% per cent was 2015 per cent.
In 2015, the diluted earnings per share we continued to operate were $1.
$71 per share, compared to $0.
2014 $97 per share.
2013 87 per share.
Compared with 2015, the earnings per share of continued operations in 2014 were higher, due to the lower special costs and lower integration costs for businesses not classified as special costs, raw material cost reduction and low production efficiency related to North American business integration projects and ERP system implementation costs.
The net charge for 2015 was $4.
7 million costs related to business integration projects. On an after-
The net tax base for special charges is $4.
7 million negative impact on net income and negative impact of $0.
09 effect on diluted earnings per share.
The net charge for 2014 was $51.
5 million costs related to business integration projects. On an after-
Net tax base for special charges is $45.
2 million negative impact on net income and negative impact of $0.
88 effect on diluted earnings per share.
In 2013, we deducted the special fee of $45.
1 million costs related to business integration projects. On an after-
The net tax base for special charges is $35.
3 million negative impact on net income and negative impact of $0.
69 impact on diluted earnings per share.
For more information, see Note 5 to consolidated financial statements.
Project 1: We passed the board of directors on December.
Update and upgrade our core information technology platform.
The scope of the project includes most of the basic transaction processing of the company, including customer orders, procurement, manufacturing and financial reporting.
The project envisions supporting a unified business process across all of our operations through a standard software configuration.
The execution of this project, which we call Project One, is supported by internal resources and consulting services.
During the 2013 period, a project team was formed to design and build a global blueprint for software configuration.
In the second half of 2013 and early 2014, the global blueprint was applied to the specific requirements of our North American adhesive business, tested the software and trained the user groups.
Our North American adhesive business went live in April 6, 2014.
The implementation process has proven to be more difficult than we originally expected, resulting in disruption of our manufacturing network, lower productivity and lower levels of customer service.
By the end of 2014, most of the problems related to software implementation had been remedied, the business was stable, and the operation capacity reached the level before the implementation of the new software.
At the end of 2014, we suspended any further implementation projects in other geographic regions until we completed the optimization of the current platform in North America.
We are preparing a revised implementation plan to take advantage of our first visit experience
Real-time events and reduce the risk of major business disruptions.
We expect follow-up implementation to begin in 2016.
The original capital expenditure plan for project I is about $60. 0 million.
In the fourth quarter of 2015, we received a cash settlement of $12.
8 million due to the arbitration procedure relating to our initial implementation of Project I.
Of that amount, $12.
0 million is related to capital expenditure, which enables us to reduce the total amount of projects --to-
The capital expenditure date is $31. 3 million.
Given the complexity of the initial implementation, we expect the total investment to complete the project to exceed our original estimate.
When the revised implementation plan is completed, we will make a revised estimate of the total cost of the project and the expected completion schedule later in 2016.
Our current plan is to continue the second phase of implementation in our Latin American region, with the project starting in the second half of 2016 and expected to be completed in early 2017.
The follow-up phase of global implementation will be assessed after the completion of the second implementation.
2016 outlook: Our main long-term financial indicators remain unchanged: continued growth in monetary income, earnings before interest, taxes, depreciation and amortization (EBITDA)
Profit margin, earnings per share growth and return on investment capital (ROIC).
EBITDA is a non-
Defined as gross profit, minus Sales, general and administrative (SG&A)
Expense plus Depreciation expense plus amortization expense.
EBITDA does not include special fees, net.
EBITDA margin is right
GAAP Financial indicators defined as EBITDA divided by net income. ROIC is a non-
Defined (
Gross profit minus SG & A expenses, minus taxes under the effective tax rate plus equity method investment income, calculated using trailing 12-month information)divided by (
Amount of notes payable, current due date of long-term notesLong term debt, long term debt
Redeemable regular debt
Total control rights and interests).
In 2016, we expect monetary revenue to maintain a moderate and stable growth of around 4%, mainly due to sustained growth in the Asia-Pacific region and the construction products sector.
Our Asia Pacific region will benefit from the acquired Tonsan business for a full year and continue to expand the terminal market, albeit at a slower pace.
We expect a slight increase in monetary revenue in the US adhesive and EIMEA operations.
We expect that the appreciation of the dollar against various currencies will reduce our income growth rate in 2016 by 3 percentage points from 2015.
Our gross profit margin is expected to increase in 2016, mainly due to the increasing productivity in our manufacturing network, especially in Europe, and in addition, the carry-over benefits of lower raw material costs were achieved in the second half of 2015.
SG & A expenses should be consistent with the growth of net income.
Overall, we expect the annual EBITDA profit margin to be around 14%.
We is expected to 2016 of capital expenditure total about for 60 dollars.
0 million, slightly higher than our long-term expectations of about 2 to 2 of our continued capital demand.
Net income of 5%.
Important accounting policies and important estimates: Management\'s Discussion and Analysis of our operational results and financial position is based on consolidated financial statements prepared in accordance with generally accepted accounting principles in the United States (U. S. GAAP).
The preparation of these financial statements requires us to estimate and judge the amount of reports affecting assets, liabilities, income and expenses and the relevant disclosure of assets and liabilities.
We believe that the key accounting policies and areas in which the most important judgments and estimates need to be used in the preparation of consolidated financial statements are pension and other retirement plan assumptions;
Evaluation of goodwill impairment; long-
Recyclability of living assets;
Liability for products, environment and other litigation;
Income tax accounting.
Pension and other retirement plan assumptions: what we define as sponsorship-
Pension plans in the United StatesS. and non-U. S. entities. Also in the U. S.
We sponsor retirement plans for other health and life insurance benefits.
The expenses and liabilities of the pension plan and other retirement plans are calculated according to the actual situation.
These calculations are based on our assumptions about discount rates, expected return on assets, expected salary increases, and trend rates for medical costs.
Consolidated Financial Statement Note 10 includes disclosure of non-U. S. and U. S. plans.
The discount rate assumption is determined using the actuarial yield curve method, which yields a discount rate that reflects the features of the plan.
This method identifies a large number of corporate bonds that meet the quality and scale criteria of a specific plan.
We use this method, not a specific index, which has a certain set of bonds that may or may not represent the features of our particular plan.
The higher discount rate reduces the present value of pension obligations.
Discount rates in the United States. S.
The pension plan is 4.
30% per cent in November 28, 2015, compared to 4 per cent.
10% per cent on 4 and November 29, 2014.
November 30, 2013 for 77%.
The net cost of periodic pensions for a given fiscal year is based on the assumptions developed at the end of the previous fiscal year.
Reduction rate 0.
An increase of 5 percentage points in November 28, 2015S.
About $0 in pension and other retirement plans. 3 million (pre-tax)in fiscal 2016.
Non-preferential priceU. S.
Determine the plan in a consistent manner with the United StatesS. plan.
The long-awaited
Long-term return on US planned assets assumptionsS.
The pension plan is 7.
75%, 2014 and 2013 in 2015.
What we have been looking forward
Long-term returns in the United StatesS.
The planned assets are based on our target asset allocation assumptions, that is, 60% of stocks and 40% of fixed assetsincome.
Management identified the expected long term with our external financial advisor
By considering expected future returns and volatility levels for each asset class based on historical returns and forward-looking observations, long-term returns on the planned assets are planned.
Expectations of 2015
The term yield of the target stock allocation is 8.
5% and expected long term
Fixed long-term return on target-
Income distribution is 5. 0 percent.
The total rate of return assumption for the plan includes an estimate of the effect of diversity and the cost of the plan.
2016, expected long term
The long-term return on assets will continue to be 7.
75%. it is expected to last for a long time
The term yield of the target stock allocation is 8.
5% and expected long term
Fixed return on target-
Income distribution 5. 0 percent. A change of 0.
5 percentage points of the expected return on assets assumption will affect the United StatesS.
Net pension and other retirement plan costs are approximately $2. 0 million (pre-tax).
Management, together with our external financial advisors, uses the actual historical rate of return for the asset class to assess the reasonableness of the expected long-term return
Long-term return on planned assets.
Last 10-year and 20-
The table below shows the annual historical return on equity.
The expected return on our total investment portfolio is consistent with the historical model observed over a longer period of time. U. S.
Real return on fixed income portfolio 10-year period20-year period(*)
From 2006, our target allocation has moved from 100% stocks to the current 60% stocks and 40% fixed stocks. income.
The historical actual rate of return on fixed income is 8.
0% since its establishment (
9 years and 11 months).
The long-awaited
Long-term return on non-planned assets assumptionsU. S.
The pension plan is weighted. average of 6.
22%, compared with 6 in 2015.
17% and 5 in 2014.
96% per cent in 2013.
The long-awaited
Term return on hypothetical use of each unplanned assetU. S.
The plan is decided according to the plan. by-
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