Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
H.B. Fuller Company is a global formulator, manufacturer and marketer of adhesives and other specialty chemica l products. We have three reportable segments: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions. See Operating Segment Results for further discussion of changes to our operating segments in fiscal 2025.
The Hygiene, Health and Consumable Adhesives operating segment manufactures and supplies adhesives products in the assembly, packaging, converting, nonwoven, hygiene, health and beauty, flexible packaging, graphic arts and envelope markets. The Engineering Adhesives operating segment provides high-performance adhesives to the transportation, electronics, clean energy, aerospace and defense, textile, appliance and heavy machinery markets. The Building Adhesive Solutions operating segment manufactures and provides specialty adhesives, sealants, tapes and application devices for commercial building roofing systems, heavy infrastructure projects, road/highway transportation applications, telecom/5G utilities, industrial LNG plants, building envelope applications, HVAC insulation systems, performance woodworking and insulating glass.
Total Company
When reviewing our financial statements, it is important to understand how certain external factors impact us. These factors include:
Changes in the prices of our raw materials that are primarily derived from refining crude oil and natural gas,
Global supply of and demand for raw materials,
Economic growth rates, and
Currency exchange rates compared to the U.S. dollar.
We purchase thousands of raw materials, the majority of which are petroleum/natural gas derivatives. The price of these derivatives impacts the cost of our raw materials. However, the supply of and demand for key raw materials has a greater impact on our costs. As demand increases in high-growth areas, the supply of key raw materials may tighten, resulting in certain materials being put on allocation. Natural disasters, such as hurricanes, also can have an impact as key raw material producers are shut down for extended periods of time. We continually monitor capacity utilization figures, market supply and demand conditions, feedstock costs and inventory levels, as well as derivative and intermediate prices, which affect our raw materials. With approximately 75 percent of our cost of sales accounted for by raw materials, our financial results are extremely sensitive to changing costs in this area.
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The pace of economic growth directly impacts certain industries to which we supply products. For example, adhesives-related revenues from durable goods customers in areas such as appliances, furniture and other woodworking applications tend to fluctuate with the overall economic activity. In our Building Adhesive Solutions operating segment and business components such as insulating glass, revenues tend to move with more specific economic indicators such as housing starts and other construction-related activity.
The movement of foreign currency exchange rates as compared to the U.S. dollar impacts the translation of the foreign entities’ financial statements into U.S. dollars. As foreign currencies weaken against the U.S. dollar, our revenues and costs decrease as the foreign currency-denominated financial statements translate into fewer U.S. dollars. The fluctuations of the Euro, British pound sterling, Turkish lira, Egyptian pound, Brazilian real, Mexican peso and Chinese renminbi against the U.S. dollar have the largest impact on our financial results as compared to all other currencies. In 2025 , currency fluctuations had a negative i mpact on net revenue of approximately $20.1 million as compared to 2024.
K ey financial results and transactions for 2025 included the following:
Net revenue decreased 2.7 percent from 2024 primarily driven by a 2.1 percent decrease due to acquisitions/divestitures, a 0.8 percent decrease in sales volume and a 0.6 percent decrease due to currency fluctuations partially offset by a 0.8 percent increase in product pricing.
Gross profit margin increased to 31.1 percent in 2025 from 29.8 percent in 2024, due to higher product pricing, lower raw materials cost, the impact of acquisitions/divestitures and restructuring actions.
Net income attributable to H.B. Fuller increased to $152.0 in 2025 from $130.3 in 2024, due to higher gross profit, increased pension and other postretirement plan income partially offset by higher compensation expense. In 2025 , our diluted earnings per share was $2.75 compared to $2.30 in 2024 .
Adjusted EBITDA increa sed 4.5 p ercent from 2024 primarily driven by higher net income and depreciation and amortization expense.
Cash flow generated by operating activities was $263.5 million in 2025 as compared to $302.4 million in 2024.
Our total year organic revenue growth, which we define as the combined variances from sales volume and product pricing, was flat for 2025 compared to 2024 due to an increase in product pricing offset by a decrease in sales volume.
Adjusted EBITDA is a non-GAAP financial measure and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. For a reconciliation of Adjusted EBITDA to net income attributable to H.B. Fuller as reflected in the audited consolidated statements of income, see “Non-GAAP Measures” below.
Information pertaining to fiscal year 2023 was included in the Company’s Annual Report on Form 10-K for the year ended November 30, 2024, under Part II, Item 7 “Management’s Discussion and Analysis of Financial Position and Results of Operations,” which was filed with the SEC on January 23, 2025.
Project ONE
In December 2012, our Board of Directors approved a multi-year project to replace and enhance our existing core information technology platforms. The scope for this project includes most of the basic transaction processing for the Company including customer orders, procurement, manufacturing and financial reporting. The project envisions harmonized business processes for each of our operating segments supported with one standard software configuration. The execution of this project, which we refer to as Project ONE, is being supported by internal resources and consulting servic es. Implementation of Project ONE began in our North America adhesives business in 2014 and, through 2025 , we completed implementation of this system in various parts of our business including Latin America (except Brazil), Australia, and various other businesses in North America and EIMEA. During 2026 and beyond, we will continue implementation in Brazil and Asia Pacific.
Total expenditures for Project ONE are estimated to be $300 to $320 million, of which 60 - 65% is expected to be capital expenditures. Our total project-to-date expenditures are approximately $265 million, of which approximately $165 million are capital expenditures. Given the complexity of the implementation, the total investment to complete the project may exceed our estimate.
Restructuring Plans
During the second and third quarters of 2023, the Company approved restructuring plans (the “Plans”) related to organizational changes and other actions to optimize operations and integrate acquired businesses. In implementing the Plans, the Company currently expects to incur costs of a pproximately $80.0 million to $85.0 million ($54.6 million to $58.0 million after-tax), which include (i) cash expenditures of approximately $47.0 million to $48.0 million ($32.1 million to $32.8 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 Plans. We have incurred costs of $79.2 mill ion under the Plans as of November 29, 2025. The Plans were implemented in the second quarter of fiscal year 2023 and were completed as of November 29, 2025. Remaining cash payments will continue into fiscal year 2026.
Critical Accounting Policies and Significant Estimates
Management’s discussion and analysis of our results of operations and financial condition are based upon the Consolidated Financial Statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and related disclosure of contingent assets and liabilities. We believe the critical accounting policies and areas that require the most significant judgments and estimates to be used in the preparation of the Consolidated Financial Statements relate to goodwill impairment; pension and other postretirement plan assumptions; long-lived assets recoverability; valuation of product, environmental and other litigation liabilities; valuation of deferred tax assets and accuracy of tax contingencies; and valuation of acquired assets and liabilities.
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Goodwill
Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill is allocated to our reporting units, which are our operating segments or one level below our operating segments (the component level). Reporting units are determined by the discrete financial information available for the component and whether it is regularly reviewed by segment management. Components are aggregated into a single reporting unit if they share similar economic characteristics. Our reporting units are as follows: Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Building Adhesive Solutions.
We evaluate our goodwill for impairment annually at the beginning of the fourth quarter or earlier upon the occurrence of substantive unfavorable events or changes in economic conditions, industry trends, costs, cash flows, or ongoing declines in market capitalization. The quantitative impairment test requires judgment, including the identification of reporting units, the assignment of assets, liabilities and goodwill to reporting units, and the determination of fair value of each reporting unit. The impairment test requires the comparison of the fair value of each reporting unit to its carrying value, including goodwill. In performing the impairment test, we determined the fair value of our reporting units through the income approach by using discounted cash flow (“DCF”) analyses. Determining fair value requires the Company to make judgments about appropriate forecasted revenue and related revenue growth rate, the earnings before interest, taxes, depreciation and amortization ("EBITDA") margins rate and the weighted average cost of capital. The cash flows employed in the DCF analysis for each reporting unit are based on the reporting unit's budget, long-term business plan and recent operating performance. Discount rate assumptions are based on an assessment of the risk inherent in the future cash flows of the respective reporting unit and market conditions. Given the inherent uncertainty in determining the assumptions underlying a DCF analysis, actual results may differ from those used in our valuations. In assessing the reasonableness of the determined fair values, we reconciled the aggregate determined fair value of the Company to the Company's market capitalization, which, at the date of our 2025 impairment test, included a 21.4 percent control premium.
For the 2025 impairment test, the fair value of the reporting units exceeded the respective carrying values by a range of 33 percent to 80 percent. Significant assumptions used in the DCF analysis included discount rates that ranged from 10.4 percent to 10.7 percent and long-term revenue growth rates and EBITDA margins.
See Note 5 to the Consolidated Financial Statements for further information regarding goodwill. See Note 2 to the Consolidated Financial Statements for further information regarding the impairment of goodwill associated with the North America Flooring business that was held for sale as of November 30, 2024.
Pension and Other Postretirement Plan Assumptions
We sponsor defined-benefit pension plans in both the U.S. and non-U.S. entities. Also in the U.S., we sponsor other postretirement plans for health care and life insurance benefits. Expenses and liabilities for the pension plans and other postretirement plans are actuarially calculated. These calculations are based on our assumptions related to the discount rate, expected return on assets, projected salary increases and health care cost trend rates. Note 10 to the Consolidated Financial Statements includes disclosure of assumptions employed in these measurements for both the U.S. and non-U.S. plans.
The discount rate assumption is determined using an actuarial yield curve approach, which results in a discount rate that reflects the characteristics of the plan. The approach identifies a broad population of corporate bonds that meet the quality and size criteria for the particular plan. We use this approach rather than a specific index that has a certain set of bonds that may or may not be representative of the characteristics of our particular plan. A higher discount rate reduces the present value of the pension obligations. The discount rate for the U.S. pension plan was 5.15 percent at November 29, 2025, 5.23 percent at November 30, 2024 and 5.66 percent at December 2, 2023. Net periodic pension cost for a given fiscal year is based on assumptions developed at the end of the previous fiscal year. A discount rate change of 0.5 percentage points at November 29, 2025 would impact U.S. pension and other postretirement plan (income) expense by $0.1 million (pre-tax) in fiscal 2025. Discount rates for non-U.S. plans are determined in a manner consistent with the U.S. plans.
The expected long-term rat e of return on plan assets assumption for the U.S. pension plan was 7.50 percent in 2025 and 7.75 percent in both 2024 and 2023 . Our expected long-term rate of return on U.S. plan assets was based on our target asset allocation assumption of 55 percent equities and 45 percent fixed-income. Management, in conjunction with our external financial advisors, determines the expected long-term rate of return on plan assets by considering the expected future returns and volatility levels for each asset class that are based on historical returns and forward-looking observations. For 2025 , the expected long-term rate of return on the target equities allocation was 8.50 percent and the expected long-term rate of return on the target fixed-income allocation was 5.60 percent. The total plan rate of return assumption included an estimate of the effect of diversification and the plan expense. A change of 0.5 percentage points for the expected return on assets assumption would impact U.S. net pension and other postretirement plan expense by approximately $2.8 million (pre-tax).
Management, in conjunction with our external financial advisors, uses the actual historical rates of return of the asset categories to assess the reasonableness of the expected long-term rate of return on plan assets. The most recent 10-year and 20-year historical equity returns are shown in the table below. Our expected rate of return on our total portfolio is consistent with the historical patterns observed over longer time frames.
Total
Fixed
U.S. Pension Plan Historical Actual Rates of Return
Portfolio
Equities
Income
10-year period
20-year period
Beginning in 2022, our target allocation migrated from 60 percent equities and 40 percent fixed-income to 55 percent equities and 45 percent fixed income. The historical actual rate of return for the fixed income of 5.5 percent is since inception (18 years, 11 months).
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The expected long-term rate of return on plan assets assumption for non-U.S. pension plans was a weighted average of 5.03 percent in 2025 compared to 5.01 percent in 2024 and 5.02 percent in 2023. The expected long-term rate of return on plan assets assumption used in each non-U.S. plan is determined on a plan-by-plan basis for each local jurisdiction and is based on expected future returns for the investment mix of assets currently in the portfolio for that plan. Management, in conjunction with our external financial advisors, develops expected rates of return for each plan, considers expected long-term returns for each asset category in the plan, reviews expectations for inflation for each local jurisdiction, and estimates the effect of active management of the plan’s assets. Our largest non-U.S. pension plans are in the United Kingdom and Germany. The expected long-term rate of return on plan assets for the United Kingdom was 4.50 percent and the expected long-term rate of return on plan assets for Germany was 5.50 percent. Management, in conjunction with our external financial advisors, uses actual historical returns of the asset portfolio to assess the reasonableness of the expected rate of return for each plan.
The projected salary increase assumption is based on historic trends and comparisons to the external market. Higher rates of increase result in higher pension expenses. As this rate is also a long-term expected rate, it is less likely to change on an annual basis . Under the U.S. pension plan, the compensation amount was locked-in as of May 31, 2011 and thus the benefit no longer includes compensation increases.
Recoverability of Long-Lived Assets
The assessment of the recoverability of long-lived assets reflects our assumptions and estimates. Factors that we must estimate when performing impairment tests include sales volume, prices, inflation, currency exchange rates, tax rates and capital spending. Significant judgment is involved in estimating these factors, and they include inherent uncertainties. The measurement of the recoverability of these assets is dependent upon the accuracy of the assumptions used in making these estimates and how the estimates compare to the eventual future operating performance of the specific businesses to which the assets are attributed.
Judgments made by us include the expected useful lives of long-lived assets. The ability to realize undiscounted cash flows in excess of the carrying amounts of such assets is affected by factors such as the ongoing maintenance and improvement of the assets, changes in economic conditions and changes in operating performance.
See Note 2 to the Consolidated Financial Statements for further information regarding the impairment of long-lived assets associated with the North America Flooring business that was held for sale as of November 30, 2024.
Product, Environmental and Other Litigation Liabilities
As disclosed in Item 3. Legal Proceedings and in Note 1 and Note 14 to the Consolidated Financial Statements, we are subject to various claims, lawsuits and other legal proceedings. Reserves for loss contingencies associated with these matters are established when it is determined that a liability is probable and the amount can be reasonably estimated. The assessment of the probable liabilities is based on the facts and circumstances known at the time that the financial statements are being prepared. For cases in which it is determined that a liability is probable but only a range for the potential loss exists, the minimum amount of the range is recorded and subsequently adjusted as better information becomes available.
For cases in which insurance coverage is available, the gross amount of the estimated liabilities is accrued, and a receivable is recorded for any realizable insurance recoveries. A discussion of environmental, product and other litigation liabilities is disclosed in Item 3. Legal Proceedings and Note 14 to the Consolidated Financial Statements.
Based upon currently available facts, we do not believe that the ultimate resolution of any pending legal proceeding, individually or in the aggregate, will have a material adverse effect on our long-term financial condition. However, adverse developments and/or periodic settlements could negatively affect our future results of operations or cash flows.
Income Tax Accounting
As part of the process of preparing the Consolidated Financial Statements, we are required to estimate income taxes in each of the jurisdictions in which we operate. The process involves estimating actual current tax expense along with assessing temporary differences resulting from differing treatment of items for book and tax purposes. These temporary differences result in deferred tax assets and liabilities, which are included in the Consolidated Balance Sheets. We record a valuation allowance to reduce our deferred tax assets to the amount that is more-likely-than-not to be realized. We have considered future taxable income and ongoing tax planning strategies in assessing the need for the valuation allowance. Increases in the valuation allowance result in additional expense to be reflected within the tax provision in the Consolidated Statements of Income. The valuation allowance to reduce deferred tax assets totaled $11.1 million as of November 29, 2025, and $11.7 million as of November 30, 2024.
We recognize tax benefits for tax positions for which it is more-likely-than-not that the tax position will be sustained by the applicable tax authority at the largest amount of tax benefit that is greater than fifty percent likely of being realized upon ultimate settlement. We do not recognize a financial statement benefit for a tax position that does not meet the more-likely-than-not threshold. We believe that our liabilities for income taxes reflect the most likely outcome. It is difficult to predict the final outcome or the timing of the resolution of any particular tax position. Future changes in judgment related to the resolution of tax positions will impact earnings in the quarter of such change. We adjust our income tax liabilities related to tax positions in light of changing facts and circumstances. Settlement with respect to a tax position would usually require cash. Based upon our analysis of tax positions taken on prior year returns and expected tax positions to be taken for the current year tax returns, we have identified gross uncertain tax positions of $9.2 million as of November 29, 2025 and $15.6 million as of November 30, 2024.
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We have not recorded U.S. deferred income taxes for certain of our non-U.S. subsidiaries' undistributed earnings as such amounts are intended to be indefinitely reinvested outside of the U.S. Should we change our business strategies related to these non-U.S. subsidiaries, additional U.S. tax liabilities could be incurred. It is not practical to estimate the amount of these additional tax liabilities. See Note 11 to the Consolidated Financial Statements for further information on income tax accounting.
Acquisition Accounting
As we enter into business combinations, we perform acquisition accounting requirements including the following:
Identifying the acquirer,
Determining the acquisition date,
Recognizing and measuring the identifiable assets acquired and the liabilities assumed, and
Recognizing and measuring goodwill or a gain from a bargain purchase.
We complete valuation procedures and record the resulting fair value of the acquired assets and assumed liabilities based upon the valuation of the business enterprise and the tangible and intangible assets acquired. Enterprise value allocation methodology requires management to make assumptions and apply judgment to estimate the fair value of assets acquired and liabilities assumed. If estimates or assumptions used to complete the enterprise valuation and estimates of the fair value of the acquired assets and assumed liabilities significantly differed from assumptions made, the resulting difference could materially affect the fair value of net assets.
The calculation of the fair value of the tangible assets, including property, plant and equipment, utilizes the cost approach, which computes the cost to replace the asset, less accrued depreciation resulting from physical deterioration, functional obsolescence and external obsolescence. The calculation of the fair value of the identified intangible assets are determined using cash flow models following the income approach or a discounted market-based methodology approach. Significant inputs include estimated revenue growth rates, gross margins, operating expenses, and estimated attrition, royalty and discount rates. Goodwill is recorded as the difference in the fair value of the acquired assets and assumed liabilities and the purchase price.
Results of Operations
Net revenue
($ in millions)
Net revenue
We review variances in net revenue in terms of changes related to sales volume and product pricing (referred to as organic revenue growth), business acquisitions/divestitures (M&A) and changes in foreign currency exchange rates. The following table shows the net revenue variance analysis for fiscal 2025 compared to fiscal 2024.
Organic revenue growth
Currency
Net revenue growth
Organic revenue in 2025 compared to 2024 was flat and consisted of a 0.7 percent increase in Engineering Adhesives, a 0.1 percent increase in Hygiene, Health and Consumable Adhesives and a 1.3 percent decrease in Building Adhesive Solutions. The flat organic revenue was driven by a 0.8 percent increase in product pricing offset by a 0.8 percent decrease in sales volume. The 2.1 percent decrease from M&A was due to our acquisitions and divestiture that occurred during the last year. The negative 0.6 percent currency impact was primarily driven by a weaker Turkish lira, Egyptian pound, Brazilian real, Mexican peso and Chinese renminbi offset by a stronger Euro and British pound sterling compared to the U.S. dollar.
Cost of sales
($ in millions)
Cost of sales
Percent of net revenue
Cost of sales in 2025 compared to 2024 decreased 130 basis points as a percentage of net revenue. Raw material cost as a percentage of net revenue decreased 100 basis points in 2025 compared to 2024 due to higher pricing and lower raw material costs. Other manufacturing costs as a percentage of net revenue decreased 30 basis points in 2025 compared to 2024.
Gross profit
($ in millions)
Gross profit
Percent of net revenue
Gross profit in 2025 increased 1.8 percent and gross profit margin increased 130 basis points compared to 2024. The increase in gross profit margin as a percentage of net revenue was primarily due to higher pricing, lower raw materials cost and a decrease in other manufacturing costs.
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Selling, general and administrative (SG&A) expenses
($ in millions)
Percent of net revenue
SG&A expenses for 2025 compared to 2024 increased 90 basis points as a percentage of net revenue. The increase is due to the impact of acquisitions/divestitures and higher compensation costs.
Other expense, net
($ in millions)
Other expense, net
Other expense, net in 2025 included $34.8 million for a loss contingency associated with ongoing litigation, $2.3 million for a loss in sale of business a nd $1.3 million loss of other expense , partially offset by a $22.8 million of pension and other postretirement plan income, a $3.6 million gain on disposal of assets and $0.9 million of currency transaction gains. O ther expense, net in 2024 included a $47.3 million loss on the impairment of assets associated with our North American flooring business that was held for sale as of November 30, 2024, $2.5 million of currency transaction losses, a $2.0 million loss on an equity investment and $1.6 million of other expense, partially offset by $15.9 million of net defined benefit pension benefits and a $0.4 million gain on disposal of assets.
Interest expense
($ in millions)
Interest expense
Interest expense was $133.3 million and $133.1 million in 2025 and 2024, respectively. We capitalized $0.6 million and $1.9 million of interest expense in 2025 and 2024, respectively.
Interest income
($ in millions)
Interest income
Interest income in 2025 and 2024 was $4.8 million and $4.7 million, respectively, consisting primarily of interest on cross-currency swap activity and other miscellaneous interest income.
Income tax expense:
($ in millions)
Income tax expense
Effective tax rate
Income tax expense of $67.1 million in 2025 includes $7.5 million of discrete tax expense, primarily related to the impact of withholding tax recorded on earnings no longer permanently reinvested, offset by various U.S. and foreign tax matters. Excluding the discrete tax expense of $7.5 million, the overall effective tax rate was 27.7 percent.
Income tax expense of $56.4 million in 2024 includes $5.5 million of discrete tax benefit, primarily related to various foreign tax matters as well as an excess tax benefit related to U.S. stock compensation. Excluding the discrete tax benefit of $5.5 million, the overall effective tax rate was 33.9 percent.
The decrease in the overall effective tax rate for 2025 compared to 2024 , excluding the impact of discrete items, is primarily due to the change in the mix of earnings across jurisdictions.
Income from equity method investments
($ in millions)
Income from equity method investments
The income from equity method investments relates to our 50 percent ownership of the Sekisui-Fuller joint venture in Japan. The lower income for 2025 compared to 2024 is due to the unfavorable impact of the weakening of the Japanese yen against the U.S. dollar.
Net income attributable to H.B. Fuller
($ in millions)
Net income attributable to H.B. Fuller
Percent of net revenue
Net income attributable to H.B. Fuller was $152.0 million in 2025 compared to $130.3 million in 2024. due to higher gross profit, increased pension and other postretirement plan income offset by higher compensation expense. Diluted earnings per share were $2.75 per share in 2025 and $2.30 per share in 2024.
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Adjusted EBITDA
($ in millions)
Adjusted EBITDA
Percent of net revenue
Adjusted EBITDA for H.B. Fuller was $620.7 million in 2025 compared to $593.9 million in 2024. Adjusted EBITDA as a percentage of net revenue increased 130 basis points in 2025 compared to 2024 due to higher net income and depreciation and amortization expense. For a reconciliation of Adjusted EBITDA to net income attributable to H.B. Fuller as reflected in the audited consolidated statements of income see “Non-GAAP Measures” below.
Operating Segment Results
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 Adjusted EBITDA of each of our segments are regularly reviewed by our chief executive officer, who acts as our chief operating decision maker, to make decisions about resources to be allocated to the segments and assess their performance. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation and amortization and foreign currency gain/loss, adjusted for other items within a relevant period which are not reflective of the segment’s operating performance in the period. Corporate expenses, other than those included in Corporate Unallocated, are allocated to each operating segment.
As of November 30, 2024, our three operating segments consisted of Hygiene, Health and Consumable Adhesives, Engineering Adhesives and Construction Adhesives. As of the beginning of fiscal 2025, we reorganized our operating segments by selling our North America Flooring business, previously part of the Construction Adhesives operating segment, and combining our Insulated Glass, Woodworking and Composite businesses, previously part of the Engineering Adhesives operating segment, with Construction Adhesives Roofing and Building Envelope and Infrastructure businesses to form the Building Adhesive Solutions operating segment. All financial results related to North America Flooring have been moved to our Corporate Unallocated segment. Prior period segment information has been recast retrospectively to reflect the realignment.
The tables below provide certain information regarding the net revenue, Adjusted EBITDA and Adjusted EBITDA margin of each of our operating segments. Adjusted EBITDA margin is defined as Adjusted EBITDA divided by net revenue for each operating segment. Corporate Unallocated amounts include business acquisition and integration costs, organizational restructuring charges and project costs associated with implementing a global Enterprise Resource Planning (“ERP”) system that we refer to as Project ONE. As a result of the change in operating segments and the sale of our North America Flooring business, we have retrospectively moved the results of our divested North America Flooring business to Corporate Unallocated for prior periods.
Net Revenue by Segment
Net
Net
($ in millions)
Revenue
Total
Revenue
Total
Hygiene, Health and Consumable Adhesives
Engineering Adhesives
Building Adhesive Solutions
Segment total
Corporate Unallocated
Total
Adjusted EBITDA
Adjusted
Adjusted
($ in millions)
EBITDA
Total
EBITDA
Total
Hygiene, Health and Consumable Adhesives
Engineering Adhesives
Building Adhesive Solutions
Segment total
Corporate Unallocated
Total
Hygiene, Health and Consumable Adhesives
($ in millions)
Net revenue
Segment adjusted EBITDA
Segment adjusted EBITDA margin
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The following tables provide details of Hygiene, Health and Consumable Adhesives net revenue variances:
Organic revenue growth
Currency
Net revenue growth
Net revenue increased 0.3 percent in 2025 compared to 2024. The 0.1 percent increase in organic revenue growth was attributable to an increase in product pricing, partially offset by a decrease in sales volume. The 1.5 percent increase in net revenue from M&A was due to acquisitions of GEM S.r.l and Medifill Limited in the first quarter of 2025. The 1.3 percent negative currency effect was due to a weaker Egyptian pound, Brazilian real, Mexican peso and Turkish lira offset by a stronger Euro compared to the U .S. dollar. As a percentage of net r evenue, raw material costs increased 10 basis points. Other manufacturing costs as a percentage of net revenue decreased 20 basis points. SG&A expenses as a percentage of net revenue increased 100 basis points due to the impact of acquisitions and higher compensation costs. Segment adjusted EBITDA margin increased 70 basis points due to higher depreciation and amortization expense and higher pension and other postretirement plan income. Segment adjusted EBITDA decreased 0.6 percent and segment adjusted EBITDA margin decreased 20 basis points in 2025 as compared to 2024.
Engineering Adhesives
($ in millions)
Net revenue
Segment adjusted EBITDA
Segment adjusted EBITDA margin
The following tables provide details of Engineering Adhesives net revenue variances:
Organic revenue growth
Currency
Net revenue growth
Net revenue increased 5.2 percent in 2025 compared to 2024. The 0.7 percent increase in organic revenue growth was attributable to an increase in product pricing. The 4.7 percent increase in net revenue from M&A was due to the acquisition of ND Industries, Inc. and ND Industries Asia, Inc. in the second quarter of 2024. The 0.2 percent ne gative currency effect was due to a weaker Chinese renminbi, Turkish lira and Mexican peso offset by a stronger Euro and British pound sterling compared to the U.S. dollar. As a percentage of net r evenue, raw material costs decreased 260 basis points due to increased pricing, lower raw material costs and the impact of acquisitions. Other manufacturing costs as a percentage of net revenue increased 20 basis points. SG&A expenses as a percentage of net revenue increased 60 basis points primarily due to the impact of acquisitions and higher compensation costs. Segment adjusted EBITDA margin increased 50 basis points due to higher depreciation and amortization expense and higher pension and other postretirement plan income. Segment adjusted EBITDA increased 17.7 percent and segment adjusted EBITDA margin increased 230 basis points in 2025 as compared to 2024.
Building Adhesive Solutions
($ in millions)
Net revenue
Segment adjusted EBITDA
Segment adjusted EBITDA margin
The following tables provide details of Construction Adhesives net revenue variances:
Organic revenue growth
Currency
Net revenue growth
Net revenue increased 0.4 percent in 2025 compared to 2024. The 1.3 percent decrease in organic revenue 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 HS Butyl in the third quarter of 2024. The 0.2 percent positive currency effect was due to a stronger Euro and British pound sterling offset by a weaker Turkish lira and Australian dollar compared to the U.S. doll ar. As a percentage of net r evenue, raw material costs decreased 100 basis points due to increased pricing and lower raw material costs. Other manufacturing costs as a percentage of net revenue increased 50 basis points. SG&A expenses as a percentage of net revenue increased 90 basis points primarily due to higher compensation costs. Segment adjusted EBITDA margin increased 40 basis points due to higher depreciation and amortization expense and higher pension and other postretirement plan income. Segment adjusted EBITDA increased 0.6 percent and segment adjusted EBITDA margin was flat in 2025 as compared to 2024.
Corporate Unallocated
($ in millions)
Net revenue
Adjusted EBITDA
Corporate Unallocated includes acquisition and integration-related charges, restructuring-related charges and costs related to the implementation of Project ONE. As a result of the change in operating segments and the sale of our North America Flooring business, we have retrospectively moved the results of our divested North America Flooring business to Corporate Unallocated for prior periods.
Financial Condition, Liquidity and Capital Resources
Total cash and cash equivalents as of November 29, 2025 were $107.2 million compared to $169.4 million as of November 30, 2024. Total long and short-term debt was $2,016.9 million as of November 29, 2025 and $2,010.6 million as of November 30, 2024.
We believe that cash flows from operating activities will be adequate to meet our short-term and long-term 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.
Our credit agreements include restrictive covenants that, if not met, could lead to a renegotiation of our credit lines and a significant increase in our cost of financing. At November 29, 2025, we were in compliance with all covenants of our contractual obligations for outstanding indebtedness as shown in the following table:
Covenant
Debt Instrument
Measurement
Result as of November 29, 2025
Secured Total Indebtedness / TTM 1 EBITDA
Revolving Facility and Term Loan A Facility
Not greater than 4.50
TTM 1 EBITDA / Consolidated Interest Expense
Revolving Facility and Term Loan A Facility
Not less than 2.0
TTM = trailing 12 months
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 Company’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, both as defined in the Second Amended and Restated Credit Agreement, 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 the Company filed as an exhibit to its 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 Company 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 2026.
Net Financial Assets (Liabilities)
($ in millions)
Financial assets:
Cash and cash equivalents
Foreign exchange contracts
Interest rate swaps
Financial liabilities:
Notes payable
Long-term debt
Foreign exchange contracts
Interest rate swaps
Net investment hedges
Net financial liabilities
Of the $107.2 million in cash and cash equivalents as of November 29, 2025 , $105.4 million was held outside the U.S. Of the $105.4 million of cash held outside the U.S., earnings of $104.6 million are indefinitely reinvested outside of the U.S. It is not practical for us to determine the U.S. tax implications of the repatriation of these funds.
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There are no contractual or regulatory restrictions on the ability of consolidated and unconsolidated subsidiaries to transfer funds in the form of cash dividends, loans or advances to us. Our credit facilities have the following restrictions related to investments and general limitations: 1) a credit facility limitation restricting investments, loans, advances or capital contributions from Loan Parties to non-Loan Parties in excess of $150.0 million, 2) a credit facility limitation that provides total investments, loans, advances or guarantees not otherwise permitted in the credit agreement for all subsidiaries shall not exceed $150.0 million in the aggregate, 3) a credit facility limitation that provides total investments, dividends, and distributions shall not exceed the Available Amount defined in these agreements, all three of which do not apply when our secured leverage ratio is below 4.0x, and 4) typical statutory restrictions, which prohibit distributions in excess of net capital or similar tests. Additionally, we have taken the income tax position that the majority of our cash in non-U.S. locations is indefinitely reinvested.
Debt Outstanding and Debt Capacity
Notes Payable
There were no notes payable at November 29, 2025 and a balance of $0.6 million at November 30, 2024. Notes payable primarily represents various foreign subsidiaries’ short-term borrowings that were not part of committed lines. The weighted-average interest rate on these short-term borrowings was approximately 1.35 percent in 2024.
Long-Term Debt
Long-term debt consists of a senior secured term loan (“Term Loan A”) with an aggregate principal amount of $500.0 million and a senior secured term loan (“Term Loan B”) with an aggregate principal amount of $994.0 million, issued pursuant to a Second Amended and Restated Credit Agreement, dated as of February 15, 2023, as amended. 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 1.50 perc ent (5.52 percent at November 29, 2025). The interest rate spread is bas ed on a secured leverage grid. Term Loan A matures on February 15, 2028. At November 29, 2025 , a balance of $431.3 million was outstanding on Term Loan A. Interest on Term Loan B is payable at SOFR plus an interest rate spread of 1.75 percent with a SOFR floor of 0.50 percent (5.67 percent at November 29, 2025 ). Term Loan B matures on February 15, 2030. At November 29, 2025 , a balance of $979.1 million was outstanding on Term Loan B. O n January 12, 2023, we entered into an interest rate swap agreement (amended on February 28, 2023) to convert $400,000 of our variable rate 1-month SOFR debt to a fixed rate of 3.7260. 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.
Long-term debt also consists of 10-year unsecured public notes (“10-year Public Notes”) with an aggregate principal amount of $300.0 million due February 15, 2027 with a fixed coupon of 4.00 percent and 8-year unsecured public notes (“8-year Public Notes”) with an aggregate principal amount of $300.0 million due October 15, 2028 with a fixed coupon of 4.25 percent. We currently have no intention to prepay the Public Notes. On February 12, 2021, we entered into an interest rate swap agreement to convert our 8-year Public Notes to a variable interest rate of 1-month LIBOR plus 3.28 percent. See Note 12 to the Consolidated Financial Statements for further discussion of this interest rate swap.
Interest payable on our long-term deb t totaled $4.5 mil lion as of November 29, 2025.
Revolving Credit Facility
We have a revolving credit agreement with a consortium of financial institutions at November 29, 2025. This revolving credit agreement creates a secured multi-currency revolving credit facility that we can draw upon to repay existing indebtedness, finance working capital needs, finance acquisitions and for general corporate purposes up to a maximum of $700.0 million. Interest on the revolving credit facility is payable at SOFR plus an adjustment of 0.10 percent and an interest rate spread of 1.50 percent ( 5.52 percent at November 29, 2025). A facility fee of 20 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 lever age grid. At November 29, 2025 , there was $36.0 million outstand ing on the Revolving Credit Facility. The Revolving Credit Facility matures on February 15, 2028.
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 our debt 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.
For further information related to debt outstanding and debt capacity, see Note 7 to the Consolidated Financial Statements.
Goodwill and Other Intangible Assets
As of November 29, 2025, goodwill totaled $1,680.1 million (32.4 percent of total assets) and other intangible assets, net of accumulated amortization, totaled $805.9 million (15.5 percent of total assets).
The components of goodwill and other identifiable intangible assets, net of amortization, by segment are as follows:
Hygiene, Health
Building
and Consumable
Engineering
Adhesive
($ in millions)
Adhesives
Adhesives
Solutions
Total
Goodwill
Purchased technology and patents
Customer relationships
Tradenames
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Hygiene, Health
Building
and Consumable
Engineering
Adhesive
($ in millions)
Adhesives
Adhesives
Solutions
Total
Goodwill
Purchased technology and patents
Customer relationships
Tradenames
Indefinite-lived intangible assets
Selected Metrics of Liquidity and Capital Resources
Key metrics we monitor are net working capital as a percent of annualized net revenue, trade receivables days sales outstanding (DSO), inventory days on hand, free cash flow and debt capitalization ratio.
November 29,
November 30,
Net working capital as a percentage of annualized net revenue 1
Trade receivables DSO (in days) 2
Inventory days on hand (in days) 3
Trade accounts payable DPO (in days) 4
Free cash flow 5
Debt capitalization ratio 6
1 Net working capital (trade receivables, net of allowance for doubtful accounts plus inventory minus trade payables) divided by annualized net revenue.
2 Trade receivables net of allowance for doubtful accounts multiplied by 91 (13 weeks) and divided by the net revenue.
3 Total inventory multiplied by 91 (13 weeks) and divided by cost of sales (excluding delivery costs).
4 Trade accounts payable multiplied by 91 (13 weeks) and divided by cost of sales.
5 Net cash provided by operating activities less purchased property, plant and equipment. See "Non GAAP Measures" for reconciliation of net cash provided by operating activities to free cash flow.
6 Total debt divided by total debt plus total stockholders’ equity.
Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchased property, plant and equipment. Free cash flow 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. For a reconciliation of net cash provided by operating activities to free cash flow see “Non-GAAP Measures” below.
Summary of Cash Flows
Cash Flows from Operating Activities
($ in millions)
Net cash provided by operating activities
Net income including non-controlling interest was $152.1 million in 2025 and $130.4 million in 2024. Depreciation and amortization expense totaled $178.3 million in 2025 compared to $174.7 million in 2024. The higher depreciation and amortization expense in 2025 is related to the assets acquired in our business acquisitions.
Changes in net working capital (trade receivables, inventory and trade payables) accounted for a use of cash of $51.9 million compared to a source of cash of $28.6 million in 2025 and 2024, respectively. Following is an assessment of each of the net working capital components:
Trade Receivables, net – Changes in trade receivables resulted in a $3.4 million use of cash in 2025 and a $10.7 million source of cash in 2024. The use of cash in 2025 compared to source of cash in 2024 was due to less cash collected on trade receivables in the current year compared to the prior year. The DSO was 57 days at November 29, 2025 and 55 days at November 30, 2024.
Inventory – Changes in inventory resulted in a $10.3 million and a $30.1 use of cash in 2025 and 2024, respectively. The lower use of cash in 2025, compared to 2024 was due to higher inventory purchases at higher prices in 2024 compared to the current year. Inventory days on hand were 73 days at November 29, 2025 and 67 days on hand at November 30, 2024.
Trade Payables – Changes in trade payables resulted in a $38.2 million use of cash in 2025 compared to a $47.9 million source of cash in 2024. The use of cash in 2025 compared to the source of cash in 2024 reflects higher payments on trade payables in the current year compared to the prior year. The DPO was 70 days at November 29, 2025 and 68 days at November 30, 2024.
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Contributions to our pension and other postretirement benefit plans wer e $3.3 million and $2.9 million in 2025 and 2024, respectively. Income taxes payable resulted in a $6.1 million and a $23.1 million use of cash in 2025 and 2024, respectively. Other asse ts resulted in a $28.7 million and a $17.5 million use of cash in 2025 and 2024 , respectively. The higher use of cash in 2025 compared to 2024 is primarily driven by short-term investments and other taxes partially offset by a decrease in other long-term prepaid assets in 2025 compared to 2024. Other accrued expenses resulted in a $35.3 million and $6.0 million source of cash in 2025 and 2024 , respectively. The large source of cash in 2025 compared to 2024 is primarily due to a liability for a loss contingency associated with ongoing litigation. Accrued compensation resulted in a $4.9 million and a $12.7 million source of cash in 2025 and 2024, respectivel y, relating to lower overall compensation accruals at the end of 2025 compared to 2024 . Other liabilities resulted in a $34.9 million source of cash and a $30.3 million use of cash in 2025 and 2024 , respectively. The source of cash in 2025 compared to use of cash in 2024 was due to an increase in hedging liabilities from interest rate swap activity of $55.3 million in 2025 compared to a decrease of $6.2 million in the prior year. In 2024, we also recorded a $47.3 million loss on the impairment of assets held for sale.
Cash Flows used in Investing Activities
($ in millions)
Net cash used in investing activities
Purchases of property, plant and equipment were $142.3 million in 2025 compared to $139.2 million in 2024. The higher purchases in 2025 reflect the timing of capital projects and expenditures related to growth initiatives. We paid cash, net of cash acquired, of $167.0 million and $273.9 million for purchased businesses in 2025 and 2024, respectively. We received cash of $75.7 million in proceeds from the sale of a business in 2025. Proceeds from the sale of property, plant and equipment were $5.0 million in 2025 compared to $1.2 million in 2024. We received cash of $4.9 million in proceeds from insurance recoveries related to property, plant and equipment in 2024.
Cash Flows from Financing Activities
($ in millions)
Net cash provided by financing activities
In 2025, we received $1,300.3 million in proceeds and repaid $1,305.4 million of long-term debt including borrowings and repayments on our revolving credit facility and in 2024, we received $1,932.9 million in proceeds and repaid $1,764.9 million of long-term debt. See Note 7 to the Consolidated Financial Statements for further discussion of debt borrowings and repayments. Debt issuance costs of $1.0 million were paid in 2025 compared to $3.5 million paid in 2024. Cash paid for dividends were $50.3 million and $47.6 million in 2025 and 2024, respectively. Cash generated from the exercise of stock options was $9.8 million and $35.9 million in 2025 and 2024, respectively. Indirect repurchases of common stock through a net-settlement feature related to statutory minimum tax withholding upon vesting of restricted stock we re $3.8 mi llion in 2025 compared to $7.8 million in 2024. We had $56.9 million of repurchases of stock from our share repurchase program in 2025 and $31.8 million of repurchases of common stock from our share repurchase program in 2024.
We expect 2026 capital expenditures to be approximately $160.0 million.
Non-GAAP Measures
We use both GAAP and non-GAAP financial measures for operational and financial decision making, and to assess Company and segment business performance. Our non-GAAP measures include Adjusted EBITDA and Free Cash Flow. Our calculation of these non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related U.S. GAAP measures.
These non-GAAP measures allow management and investors to view operating trends, perform analytical comparisons and benchmark performance between periods and among geographic regions to understand operating performance without regard to items we do not consider a component of our core operating performance. Furthermore, these non-GAAP measures allow investors the opportunity to measure and monitor our performance against our externally communicated targets and evaluate the investment decisions being made by management to improve Adjusted EBITDA. Management uses these measures in its financial, investment and operational decision-making processes, for internal reporting and as part of its forecasting and budgeting processes. Further, our Board of Directors uses certain of these and other measures as key metrics to determine management performance under our performance-based compensation plans. For these reasons, we believe these non-GAAP measures are useful for our investors.
Adjusted EBITDA is presented net of noncontrolling interests and is used by management and can be used by investors to review our consolidated operating results because it excludes depreciation, amortization, interest income, interest expense and income taxes as well as certain additional adjustments that are not considered part of our core operations. Examples of adjustments to EBITDA include, but are not limited to, costs for acquisition projects, organizational realignment, Project One, business divestitures, discrete taxes, and the income tax effect on these adjustments. For Adjusted EBITDA, once we have made an adjustment in the current period for an item, we will also adjust the related non-GAAP measure in future periods in which there is an impact from the item. The following table reflects the manner in which Adjusted EBITDA is determined and provides a reconciliation of Adjusted EBITDA to Net income attributable to H.B. Fuller, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP.
Reconciliation of Net income attributable to H.B. Fuller to Adjusted EBITDA
Year Ended
November 29,
November 30,
December 2,
Net income attributable to H.B. Fuller
Adjustments:
Acquisition project costs
Organizational realignment
Project One
Business divestiture
Other 1
Discrete tax items
Income tax effect on adjustments
Adjusted net income attributable to H.B. Fuller
Add:
Interest expense 2
Interest income
Income taxes
Depreciation and amortization expense 3
Adjusted EBITDA
1 Other includes losses associated with ongoing litigation and product claims related to a divested business and costs associated with the exit of a product line for the year ended November 29, 2025.
2 Interest expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.
3 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller.
Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less purchased property, plant and equipment. Free cash flow 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 is determined and provides a reconciliation of free cash flow to net cash provided by operating activities, the most directly comparable financial measure calculated and reported in accordance with U.S. GAAP.
Reconciliation of Net cash provided by operating activities to Free cash flow
($ in millions)
Net cash provided by operating activities
Less: Purchased property, plant and equipment
Free cash flow
Forward-Looking Statements and Risk Factors
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. This Annual Report on Form 10-K 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 Annual Report on Form 10-K.
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.
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