ST. PAUL, Minn., Sept. 24, 2014 /PRNewswire/ -- H.B. Fuller Company (NYSE: FUL) today reported financial results for the third quarter that ended August 30, 2014.

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Items of Note for the Third Quarter of 2014:


    --  Volume increased 2 percent compared to the prior year; organic growth
        outside the EIMEA region up 5 percent;
    --  Completed closure of Wels, Austria production site;
    --  Revised project management approach to accelerate the completion of the
        European business integration project and the enhancement of the SAP
        environment in North America;
    --  After the end of the quarter, completed acquisition of ProSpec, a
        construction products business with strong customer relationships in key
        US markets.

Third Quarter 2014 Results:

Net income for the third quarter of 2014 was $4.0 million, or $0.08 per diluted share, versus net income from continuing operations of $27.2 million, or $0.53 per diluted share, in last year's third quarter. Adjusted diluted earnings per share in the third quarter of 2014 were $0.42(1), down versus the prior year's adjusted result of $0.74(1).

Net revenue for the third quarter of 2014 was $526.8 million, up 2.4 percent versus the third quarter of 2013. Higher volume and foreign currency translation positively impacted net revenue growth by 2.0 and 1.1 percentage points, respectively. Lower average selling prices negatively impacted net revenue growth by 0.7 percentage points. Organic revenue grew by 1.3 percent year-over-year.

Gross profit margin was down versus the prior year's result due to a variety of factors including excess costs associated with the business integration project in Europe and Project ONE in North America and margin pressure in several operating segments related to raw material cost fluctuations. SG&A expense was well controlled, up only 2 percent versus the prior year's third quarter, excluding certain non-recurring costs(1.)

"The delayed and costly execution of our SAP project in North America and European business integration project led to disappointing and unacceptable results this quarter," said Jim Owens, H.B. Fuller president and chief executive officer. "We entered this fiscal year with plans that by the third quarter we would complete a major project in Europe, initiate a major systems upgrade project in North America, improve our organic growth rate and, at the same time, improve our margins and take another significant step forward toward our 2015 strategic goals. Our commitment and confidence in achieving our long term goals is clear and confirmed; however, the achievement of these goals will be delayed. We invested heavily this quarter to minimize disruptions to our customers and preserve our strong relationships and we took decisive actions to accelerate the completion of our major projects and move to normal operating conditions. More work is to be done in the fourth quarter but we expect our intensified focus on completing these projects will lead to improved operating performance in the fourth quarter and pave the way for a strong 2015, putting us back on track to achieve our long term goals of 15 percent EBITDA margin and solid organic growth."

Balance Sheet and Cash Flow:

At the end of the third quarter of 2014, we had cash totaling $76 million and total debt of $563 million. This compares to second quarter 2014 cash and debt levels of $95 million and $566 million, respectively. Sequentially, net debt was up by $16 million. Cash flow from operations was positive $21 million in the third quarter. Capital expenditures were $34 million in the third quarter, with the bulk of this spending related to our ongoing business integration activities and to support Project ONE.

Year-To-Date Results:

Net income for the first nine months of 2014 was $39.1 million, or $0.76 per diluted share, versus net income from continuing operations of $74.0 million, or $1.44 per diluted share, in the first nine months of 2013. Adjusted total diluted earnings per share in the first nine months of 2014 were $1.69(1), down from the prior year's result of $1.90(1).

Net revenue for the first nine months of 2014 was $1,556.8 million, up 2.9 percent versus the first nine months of 2013. Higher volume and foreign currency translation positively impacted net revenue growth by 3.2 and 0.3 percentage points, respectively. Lower average selling prices negatively impacted net revenue growth by 0.6 percentage points. Organic revenue grew by 2.6 percent year-over-year.

Gross profit margin for the first nine months was down relative to last year due primarily to excess costs related to ongoing project work related to the European business integration and Project ONE. SG&A expense was down 1 percent versus the prior year reflecting tight control of discretionary expenses, excluding certain non-recurring costs(1).

Project ONE and Business Integration:

Project ONE is a multi-year project to install SAP application software as our global information technology platform in four phases over several years. The initial "go live" occurred in the North America region of our Americas operating segment in April of this year. The effort required to adopt the new system and return to normal productivity levels has been longer and more costly than we had anticipated. Currently the SAP system in North America is stable and fully supporting our business, though productivity is still below expectations. To address this situation we have taken several significant steps to restructure and refocus our efforts to accelerate the productivity improvement in the North America region. In addition, we have modified our phased implementation schedule, delaying the "go live" in Latin America to mid-2015 and postponing the implementation in Europe to sometime after 2015. These changes should accelerate the productivity improvements in North America and reduce the risk of business interruption in future go-live events.

In Europe the business integration project is nearing completion. We have experienced considerable delays in the final stages of this project and the costs associated with finalizing facility closures and bringing new assets up to full capacity continue to hinder the profitability of the EIMEA segment. To address these issues we have restructured and refocused our project management teams in Europe to accelerate the completion of all project work and rapidly move to continuous improvement mode. Completion of this project, expected by the first quarter of the 2015 fiscal year, will enable significant margin improvement and enhance our ability to drive organic growth.

Fiscal 2014 Outlook:

We are establishing fourth quarter 2014 adjusted diluted EPS guidance at a range of between $0.60 and $0.70. Our forward projection of our core tax rate remains at 29 percent; however, due to the shift in geographic mix of our profitability, we expect our core tax rate in fourth quarter of this year to be about 32 percent. Lastly, we have revised our full year capital expenditure forecast to $135 million.

Conference Call:

The Company will host an investor conference call to discuss third quarter 2014 results on Thursday, September 25, 2014, at 9:30 a.m. Central U.S. time (10:30 a.m. Eastern U.S. time). The conference call audio and accompanying presentation slides will be available to all interested parties via a simultaneous webcast at www.hbfuller.com under the Investor Relations section. The event is scheduled to last one hour. For those unable to listen live, an audio replay of the event along with the accompanying presentation will be archived on the Company's website.

Regulation G:

The information presented in this earnings release regarding segment operating income, adjusted diluted earnings per share and earnings before interest, taxes, depreciation, and amortization (EBITDA) does not conform to generally accepted accounting principles (GAAP) and should not be construed as an alternative to the reported results determined in accordance with GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the Company and its operating segments as well as the comparability of results. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported GAAP results in the tables below.

About H.B. Fuller Company:

For over 125 years, H.B. Fuller has been a leading global adhesives provider focusing on perfecting adhesives, sealants and other specialty chemical products to improve products and lives. With fiscal 2013 net revenue of $2.05 billion, H.B. Fuller's commitment to innovation brings together people, products and processes that answer and solve some of the world's biggest challenges. Our reliable, responsive service creates lasting, rewarding connections with customers in packaging, hygiene, general assembly, electronic and assembly materials, paper converting, woodworking, construction, automotive and consumer businesses. And our promise to our people connects them with opportunities to innovate and thrive. For more information, visit us at www.hbfuller.com and subscribe to our blog.

Safe Harbor for Forward-Looking Statements:

Certain statements in this document may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are subject to various risks and uncertainties, including but not limited to the following: the Company's ability to effectively integrate and operate acquired businesses; the ability to effectively implement Project ONE; political and economic conditions; product demand; competitive products and pricing; costs of and savings from restructuring initiatives; geographic and product mix; availability and price of raw materials; the Company's relationships with its major customers and suppliers; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and environmental matters; the effect of new accounting pronouncements and accounting charges and credits; and similar matters. Further information about the various risks and uncertainties can be found in the Company's SEC 10-K filing for the fiscal year ended November 30, 2013. All forward-looking information represents management's best judgment as of this date based on information currently available that in the future may prove to have been inaccurate. Additionally, the variety of products sold by the Company and the regions where the Company does business make it difficult to determine with certainty the increases or decreases in net revenue resulting from changes in the volume of products sold, currency impact, changes in product mix, and selling prices. However, management's best estimates of these changes as well as changes in other factors have been included.



    Maximillian Marcy

    Investor Relations Contact

    651-236-5062


                                                                  H.B. FULLER COMPANY AND SUBSIDIARIES

                                                                   CONSOLIDATED FINANCIAL INFORMATION

                                                           In thousands, except per share amounts (unaudited)


                                                              13 Weeks Ended                           Percent of             13 Weeks Ended                 Percent of

                                                              August 30, 2014                          Net Revenue            August 31, 2013                Net Revenue
                                                              ---------------                        -----------           ---------------                -----------

    Net revenue                                                                    $526,765                         100.0%                        $514,579                     100.0%

    Cost of sales                                                               (401,611)                       (76.2%)                       (370,072)                   (71.9%)
                                                                                 --------                         ------                         --------                     ------

    Gross profit                                                                  125,154                          23.8%                         144,507                      28.1%


    Selling, general and
     administrative expenses                                                     (96,779)                       (18.4%)                        (90,604)                   (17.6%)

    Special charges, net                                                         (12,343)                        (2.3%)                        (12,775)                    (2.5%)

    Other income (expense), net                                                     (289)                        (0.1%)                         (1,046)                    (0.2%)

    Interest expense                                                              (5,292)                        (1.0%)                         (4,579)                    (0.9%)
                                                                                   ------                          -----                           ------                      -----

    Income from continuing operations
     before income taxes and income
     from equity method investments                                                10,451                           2.0%                          35,503                       6.9%


    Income taxes                                                                  (8,035)                        (1.5%)                        (10,290)                    (2.0%)


    Income from equity method
     investments                                                                    1,668                           0.3%                           1,937                       0.4%
                                                                                    -----                            ---                            -----                        ---

    Income from continuing operations                                               4,084                           0.8%                          27,150                       5.3%


    Income from discontinued
     operations, net of tax                                                 -                        0.0%                              1,211                        0.2%
                                                                          ---                         ---                               -----                         ---

    Net income including non-
     controlling interests                                                          4,084                           0.8%                          28,361                       5.5%


    Net income attributable to non-
     controlling interests                                                           (97)                        (0.0%)                            (92)                    (0.0%)
                                                                                      ---                          -----                              ---                      -----

    Net income
     attributable to H.B.
     Fuller                                                                          $3,987                           0.8%                         $28,269                       5.5%
                                                                                     ======                            ===                          =======                        ===


    Basic income per common share
     attributable to H.B. Fullera

       Income from continuing operations                                 0.08                                                            0.54

       Income from discontinued
        operations                                                          -                                                           0.02
                                                                          ---                                                           ----

                                                                                      $0.08                                                          $0.57
                                                                                      =====                                                          =====


    Diluted income per common share
     attributable to H.B. Fuller

       Income from continuing operations                                 0.08                                                            0.53

       Income from discontinued
        operations                                                          -                                                           0.02
                                                                          ---                                                           ----

                                                                                      $0.08                                                          $0.55
                                                                                      =====                                                          =====


    Weighted-average common shares
     outstanding:

      Basic                                                            50,053                                                          49,913

      Diluted                                                          51,297                                                          51,127


    Dividends declared
     per common share                                                                $0.120                                                         $0.100


    a Income per share amounts may not add due to rounding



    Selected Balance Sheet Information (subject to change prior to filing of the Company's Quarterly Report on Form 10-Q)
    --------------------------------------------------------------------------------------------------------------------


                                             August 30, 2014                                    November 30, 2013         August 31, 2013
                                             ---------------                                    -----------------         ---------------

    Cash & cash
     equivalents                                                                      $75,544                                              $155,121  $160,259

    Trade accounts
     receivable, net                                                                  345,104                                               331,125   318,611

    Inventories                                                                       281,265                                               221,537   221,256

    Trade payables                                                                    212,491                                               201,575   169,267

    Total assets                                                                    1,937,518                                             1,873,028 1,800,483

    Total debt                                                                        562,901                                               492,904   493,454





                                                            H.B. FULLER COMPANY AND SUBSIDIARIES

                                                             CONSOLIDATED FINANCIAL INFORMATION

                                                     In thousands, except per share amounts (unaudited)


                                          39 Weeks Ended                             Percent of             39 Weeks Ended                   Percent of

                                          August 30, 2014                            Net Revenue            August 31, 2013                  Net Revenue
                                          ---------------                          -----------           ---------------                  -----------

    Net revenue                                                $1,556,780                         100.0%                        $1,513,437                     100.0%

    Cost of sales                                           (1,155,926)                       (74.3%)                       (1,088,938)                   (72.0%)
                                                             ----------                         ------                         ----------                     ------

    Gross profit                                                400,854                          25.7%                           424,499                      28.0%


    Selling, general and
     administrative expenses                                  (289,950)                       (18.6%)                         (282,050)                   (18.6%)

    Special charges                                            (37,615)                        (2.4%)                          (28,951)                    (1.9%)

    Other income (expense), net                                 (1,543)                        (0.1%)                           (2,482)                    (0.2%)

    Interest expense                                           (14,178)                        (0.9%)                          (14,790)                    (1.0%)
                                                                -------                          -----                            -------                      -----

    Income from continuing
     operations before income taxes
     and income from equity method
     investments                                                 57,568                           3.7%                            96,226                       6.4%


    Income taxes                                               (23,414)                        (1.5%)                          (28,274)                    (1.9%)


    Income from equity method
     investments                                                  5,205                           0.3%                             6,020                       0.4%
                                                                  -----                            ---                              -----                        ---

    Income from continuing
     operations                                                  39,359                           2.5%                            73,972                       4.9%


    Income from discontinued
     operations                                         -                          0.0%                              1,211                          0.1%
                                                      ---                           ---                               -----                           ---

    Net income including non-
     controlling interests                                       39,359                           2.5%                            75,183                       5.0%


    Net income attributable to non-
     controlling interests                                        (264)                        (0.0%)                             (308)                    (0.0%)
                                                                   ----                          -----                               ----                      -----

    Net income
     attributable to
     H.B. Fuller                                                  $39,095                           2.5%                           $74,875                       4.9%
                                                                  =======                            ===                            =======                        ===


    Basic income per common share
     attributable to H.B. Fuller

       Income from continuing
        operations                                   0.78                                                              1.48

       Income from discontinued
        operations                                      -                                                             0.02
                                                      ---                                                             ----

                                                                    $0.78                                                            $1.50
                                                                    =====                                                            =====


    Diluted income per common share
     attributable to H.B. Fullera

       Income from continuing
        operations                                   0.76                                                              1.44

       Income from discontinued
        operations                                      -                                                             0.02
                                                      ---                                                             ----

                                                                    $0.76                                                            $1.47
                                                                    =====                                                            =====


    Weighted-average common shares
     outstanding:

      Basic                                        49,973                                                            49,888

      Diluted                                      51,242                                                            51,102


    Dividends declared
     per common share                                              $0.340                                                           $0.285


    a Income per share amounts may not add due to rounding





                                 H.B. FULLER COMPANY AND SUBSIDIARIES

                                    SEGMENT FINANCIAL INFORMATION

                                       In thousands (unaudited)



                                                           13 Weeks Ended            13 Weeks Ended

                                                           August 30, 2014           August 31, 2013
                                                           ---------------           ---------------

    Net Revenue:

    Americas Adhesives                                                      $237,657                  $233,515

    EIMEA                                                                  177,478                   180,753

    Asia Pacific                                                            63,847                    59,454

    Construction Products                                                   47,783                    40,857
                                                                            ------                    ------

    Total H.B. Fuller                                                       $526,765                  $514,579
                                                                            ========                  ========


    Segment Operating Income:(2)

    Americas Adhesives                                                       $21,854                   $34,871

    EIMEA                                                                    3,139                    14,199

    Asia Pacific                                                               897                     1,564

    Construction Products                                                    2,485                     3,269
                                                                             -----                     -----

    Total H.B. Fuller                                                        $28,375                   $53,903
                                                                             =======                   =======


    Depreciation Expense:

    Americas Adhesives                                                        $4,353                    $3,710

    EIMEA                                                                    4,594                     3,094

    Asia Pacific                                                             1,340                     1,121

    Construction Products                                                      918                       816
                                                                               ---                       ---

    Total H.B. Fuller                                                        $11,205                    $8,741
                                                                             =======                    ======


    Amortization Expense:

    Americas Adhesives                                                        $1,394                    $1,387

    EIMEA                                                                    1,924                     1,843

    Asia Pacific                                                               462                       481

    Construction Products                                                    1,954                     1,933
                                                                             -----                     -----

    Total H.B. Fuller                                                         $5,734                    $5,644
                                                                              ======                    ======


    EBITDA:(3)

    Americas Adhesives                                                       $27,601                   $39,968

    EIMEA                                                                    9,657                    19,136

    Asia Pacific                                                             2,698                     3,166

    Construction Products                                                    5,358                     6,018
                                                                             -----                     -----

    Total H.B. Fuller                                                        $45,314                   $68,288
                                                                             =======                   =======


    Segment Operating Margin:4

    Americas Adhesives                                                        9.2%                    14.9%

    EIMEA                                                                     1.8%                     7.9%

    Asia Pacific                                                              1.4%                     2.6%

    Construction Products                                                     5.2%                     8.0%
                                                                               ---                       ---

    Total H.B. Fuller                                                         5.4%                    10.5%
                                                                               ===                      ====


    EBITDA Margin:(3)

    Americas Adhesives                                                       11.6%                    17.1%

    EIMEA                                                                     5.4%                    10.6%

    Asia Pacific                                                              4.2%                     5.3%

    Construction Products                                                    11.2%                    14.7%
                                                                              ----                      ----

    Total H.B. Fuller                                                         8.6%                    13.3%
                                                                               ===                      ====


    Net Revenue Growth:

    Americas Adhesives                                                        1.8%

    EIMEA                                                                   (1.8%)

    Asia Pacific                                                              7.4%

    Construction Products                                                    17.0%
                                                                              ----

    Total H.B. Fuller                                                         2.4%
                                                                               ===







                                 H.B. FULLER COMPANY AND SUBSIDIARIES

                                    SEGMENT FINANCIAL INFORMATION

                                       In thousands (unaudited)



                                                           39 Weeks Ended             39 Weeks Ended

                                                           August 30, 2014            August 31, 2013
                                                           ---------------            ---------------

    Net Revenue:

    Americas Adhesives                                                       $684,308                   $670,019

    EIMEA                                                                   538,693                    543,448

    Asia Pacific                                                            196,842                    182,148

    Construction Products                                                   136,937                    117,822
                                                                            -------                    -------

    Total H.B. Fuller                                                      $1,556,780                 $1,513,437
                                                                           ==========                 ==========


    Segment Operating Income:(2)

    Americas Adhesives                                                        $78,949                    $92,621

    EIMEA                                                                    21,735                     34,817

    Asia Pacific                                                              4,443                      6,331

    Construction Products                                                     5,777                      8,680
                                                                              -----                      -----

    Total H.B. Fuller                                                        $110,904                   $142,449
                                                                             ========                   ========


    Depreciation Expense:

    Americas Adhesives                                                        $12,284                    $11,214

    EIMEA                                                                    11,895                      9,745

    Asia Pacific                                                              3,930                      3,419

    Construction Products                                                     2,684                      2,444
                                                                              -----                      -----

    Total H.B. Fuller                                                         $30,793                    $26,822
                                                                              =======                    =======


    Amortization Expense:

    Americas Adhesives                                                         $4,182                     $3,926

    EIMEA                                                                     5,815                      5,589

    Asia Pacific                                                              1,453                      1,441

    Construction Products                                                     5,861                      5,790
                                                                              -----                      -----

    Total H.B. Fuller                                                         $17,311                    $16,746
                                                                              =======                    =======


    EBITDA:(3)

    Americas Adhesives                                                        $95,415                   $107,761

    EIMEA                                                                    39,445                     50,151

    Asia Pacific                                                              9,826                     11,191

    Construction Products                                                    14,322                     16,914
                                                                             ------                     ------

    Total H.B. Fuller                                                        $159,008                   $186,017
                                                                             ========                   ========


    Segment Operating Margin:4

    Americas Adhesives                                                        11.5%                     13.8%

    EIMEA                                                                      4.0%                      6.4%

    Asia Pacific                                                               2.3%                      3.5%

    Construction Products                                                      4.2%                      7.4%
                                                                                ---                        ---

    Total H.B. Fuller                                                          7.1%                      9.4%
                                                                                ===                        ===


    EBITDA Margin:(3)

    Americas Adhesives                                                        13.9%                     16.1%

    EIMEA                                                                      7.3%                      9.2%

    Asia Pacific                                                               5.0%                      6.1%

    Construction Products                                                     10.5%                     14.4%
                                                                               ----                       ----

    Total H.B. Fuller                                                         10.2%                     12.3%
                                                                               ====                       ====


    Net Revenue Growth:

    Americas Adhesives                                                         2.1%

    EIMEA                                                                    (0.9%)

    Asia Pacific                                                               8.1%

    Construction Products                                                     16.2%
                                                                               ----

    Total H.B. Fuller                                                          2.9%
                                                                                ===





                                        H.B. FULLER COMPANY AND SUBSIDIARIES

                                           SEGMENT FINANCIAL INFORMATION

                                                 NET REVENUE GROWTH

                                                    (unaudited)


                                           13 Weeks Ended August 30, 2014
                                      ------------------------------


                      Americas          EIMEA                                Asia           Construction           Total HBF

                     Adhesives                                              Pacific           Products
                     ---------                                              -------           --------

    Price                      (1.6%)           0.4%                                 0.3%                (1.5%)              (0.7%)

    Volume                       3.6%         (5.4%)                                 6.7%                 18.5%                2.0%
                                  ---           -----                                   ---                   ----                  ---

      Organic Growth             2.0%         (5.0%)                                 7.0%                 17.0%                1.3%


    F/X                        (0.2%)           3.2%                                 0.4%                  0.0%                1.1%

                                 1.8%         (1.8%)                                 7.4%                 17.0%                2.4%
                                  ===           =====                                   ===                   ====                  ===





                                      39 Weeks Ended August 30, 2014
                                      ------------------------------


                      Americas          EIMEA                                Asia           Construction           Total HBF

                     Adhesives                                              Pacific           Products
                     ---------                                              -------           --------

    Price                      (1.3%)           0.5%                               (0.1%)                (3.0%)              (0.6%)

    Volume                       3.8%         (3.5%)                                10.7%                 19.2%                3.2%
                                  ---           -----                                  ----                   ----                  ---

      Organic Growth             2.5%         (3.0%)                                10.6%                 16.2%                2.6%


    F/X                        (0.4%)           2.1%                               (2.5%)                  0.0%                0.3%

                                 2.1%         (0.9%)                                 8.1%                 16.2%                2.9%
                                  ===           =====                                   ===                   ====                  ===






                                                   H.B. FULLER COMPANY AND SUBSIDIARIES

                                                        REGULATION G RECONCILIATION

                                                         In thousands (unaudited)



                                                                                        13 Weeks Ended            13 Weeks Ended

                                                                                        August 30, 2014           August 31, 2013
                                                                                        ---------------           ---------------

    Net income including non-controlling interests                                                         $4,084                            $28,361


    Income from discontinued operations                                                               -                           (1,211)

    Income from equity method investments                                                               (1,668)                           (1,937)

    Income taxes                                                                                          8,035                             10,290

    Interest expense                                                                                      5,292                              4,579

    Other income (expense), net                                                                             289                              1,046

    Special charges                                                                                      12,343                             12,775


    Segment operating income(2)                                                                          28,375                             53,903


    Depreciation expense                                                                                 11,205                              8,741

    Amortization expense                                                                                  5,734                              5,644
                                                                                                          -----                              -----


    EBITDA(3)                                                                                             $45,314                            $68,288


    EBITDA margin(3)                                                                                       8.6%                             13.3%



                                                                                        39 Weeks Ended            39 Weeks Ended

                                                                                        August 30, 2014           August 31, 2013
                                                                                        ---------------           ---------------

    Net income including non-controlling interests                                                        $39,359                            $75,183


    Income from discontinued operations                                                               -                           (1,211)

    Income from equity method investments                                                               (5,205)                           (6,020)

    Income taxes                                                                                         23,414                             28,274

    Interest expense                                                                                     14,178                             14,790

    Other income (expense), net                                                                           1,543                              2,482

    Special charges                                                                                      37,615                             28,951


    Segment operating income(2)                                                                         110,904                            142,449


    Depreciation expense                                                                                 30,793                             26,822

    Amortization expense                                                                                 17,311                             16,746
                                                                                                         ------                             ------


    EBITDA(3)                                                                                            $159,008                           $186,017


    EBITDA margin(3)                                                                                      10.2%                             12.3%










                                                 H.B. FULLER COMPANY AND SUBSIDIARIES

                                                      REGULATION G RECONCILIATION

                                                       In thousands (unaudited)



                                                                                      13 Weeks Ended                13 Weeks Ended

                                                                                      August 30, 2014               August 31, 2013
                                                                                      ---------------               ---------------

    Net revenue                                                                                            $526,765                       $514,579

    Cost of sales                                                                                       (401,611)                     (370,072)
                                                                                                         --------                       --------


    Gross profit                                                                                          125,154                        144,507


    Selling, general and administrative expenses                                                         (96,779)                      (90,604)
                                                                                                          -------                        -------


    Segment operating income(2)                                                                            28,375                         53,903


    Depreciation expense                                                                                   11,205                          8,741

    Amortization expense                                                                                    5,734                          5,644
                                                                                                            -----                          -----


    EBITDA(3)                                                                                               $45,314                        $68,288


    EBITDA margin(3)                                                                                         8.6%                         13.3%



                                                                                      39 Weeks Ended                39 Weeks Ended

                                                                                      August 30, 2014               August 31, 2013
                                                                                      ---------------               ---------------

    Net revenue                                                                                          $1,556,780                     $1,513,437

    Cost of sales                                                                                     (1,155,926)                   (1,088,938)
                                                                                                       ----------                     ----------


    Gross profit                                                                                          400,854                        424,499


    Selling, general and administrative expenses                                                        (289,950)                     (282,050)
                                                                                                         --------                       --------


    Segment operating income(2)                                                                           110,904                        142,449


    Depreciation expense                                                                                   30,793                         26,822

    Amortization expense                                                                                   17,311                         16,746
                                                                                                           ------                         ------


    EBITDA(3)                                                                                              $159,008                       $186,017


    EBITDA margin(3)                                                                                        10.2%                         12.3%





                                                                     H.B. FULLER COMPANY AND SUBSIDIARIES

                                                                          REGULATION G RECONCILIATION

                                                              In thousands, except per share amounts (unaudited)

                                                                                                                                                            Adjusted

                                                                                         13 Weeks Ended                                13 Weeks Ended

                                                                                         August 30, 2014                Adjustments   August 30, 2014
                                                                                         ---------------                -----------   ---------------

    Net revenue                                                                                                $526,765             $                     -            $526,765

    Cost of sales                                                                                             (401,611)                            (5,337)           (396,274)
                                                                                                               --------                              ------             --------

    Gross profit                                                                                                125,154                             (5,337)             130,491


    Selling, general and administrative expenses                                                               (96,779)                            (4,543)            (92,236)


      Acquisition and transformation related costs                             (1,864)

      Workforce reduction costs                                                     55

      Facility exit costs                                                      (8,802)

      Other related costs                                                      (1,732)
                                                                                ------

    Special charges, net                                                                                       (12,343)                           (12,343)                   -


    Other income (expense), net                                                                                   (289)                                  -               (289)

    Interest expense                                                                                            (5,292)                                  -             (5,292)
                                                                                                                 ------                                 ---              ------

    Income before income taxes and income from equity method
     investments                                                                                                 10,451                            (22,223)              32,674


    Income taxes                                                                                                (8,035)                              4,531             (12,566)


    Income from equity method investments                                                                         1,668                                   -               1,668
                                                                                                                  -----                                 ---               -----

    Net income including non-controlling interests                                                                4,084                            (17,692)              21,776


    Net income attributable to non-controlling interests                                                           (97)                                  -                (97)
                                                                                                                    ---                                 ---                 ---

    Net income attributable to H.B. Fuller                                                                       $3,987                           $(17,692)             $21,679
                                                                                                                 ======                            ========              =======


    Basic income (loss) per common share attributable to H.B.
     Fuller                                                                                                       $0.08                             $(0.35)               $0.43
                                                                                                                  =====                              ======                =====


    Diluted income (loss) per common share attributable to
     H.B. Fuller                                                                                                  $0.08                             $(0.34)           $0.42 (1)
                                                                                                                  =====                              ======             ========


    Weighted-average common shares outstanding:

      Basic                                                                                                      50,053                              50,053               50,053

      Diluted                                                                                                    51,297                              51,297               51,297





                                                                                 H.B. FULLER COMPANY AND SUBSIDIARIES

                                                                                      REGULATION G RECONCILIATION

                                                                          In thousands, except per share amounts (unaudited)


                                                                                                                                                   Adjusted

                                                                                                        13 Weeks Ended                       13 Weeks Ended

                                                                                                        August 31, 2013      Adjustments     August 31, 2013
                                                                                                        ---------------      -----------     ---------------

    Net revenue                                                                         $514,579                             $             -                   $514,579

    Cost of sales                                                                      (370,072)                                    (1,098)                  (368,974)
                                                                                        --------                                      ------                    --------


    Gross profit                                                                         144,507                                     (1,098)                    145,605


    Selling, general and administrative expenses                                        (90,604)                                                              (90,604)


    Acquisition and transformation related costs                           (1,641)

    Workforce reduction costs                                              (3,212)

    Facility exit costs                                                    (5,118)

    Other related costs                                                    (2,804)
                                                                            ------

    Special charges, net                                                                (12,775)                                   (12,775)                          -


    Other income (expense), net                                                          (1,046)                                          -                    (1,046)

    Interest expense                                                                     (4,579)                                          -                    (4,579)
                                                                                          ------                                         ---                     ------

    Income from continuing operations before income taxes and income from
     equity method investments                                                            35,503                                    (13,873)                     49,376


    Income taxes                                                                        (10,290)                                      3,262                    (13,552)


    Income from equity method investments                                                  1,937                                           -                      1,937
                                                                                           -----                                         ---                      -----

    Net income from continuing operations                                                 27,150                                    (10,611)                     37,761


    Income from discontinued operations                                                    1,211                                       1,211                           -
                                                                                           -----                                       -----                         ---

    Net income including non-controlling interests                                        28,361                                     (9,400)                     37,761


    Net income attributable to non-controlling interests                                    (92)                                          -                       (92)
                                                                                             ---                                         ---                        ---

    Net income attributable to H.B. Fuller                                               $28,269                                    $(9,400)                    $37,669
                                                                                         =======                                     =======                     =======


    Basic income per common share attributable to H.B. Fullera

       Income from continuing operations                                                    0.54                                      (0.21)                       0.75

       Income from discontinued operations                                                  0.02                                        0.02                           -
                                                                                            ----                                        ----                         ---

                                                                                           $0.57                                     $(0.19)                      $0.75
                                                                                           =====                                      ======                       =====


    Diluted income per common share attributable to H.B. Fullera

       Income from continuing operations                                                    0.53                                      (0.21)                   0.74 (1)

      Income from discontinued operations                                                   0.02                                        0.02                           -
                                                                                            ----                                        ----                         ---

                                                                                           $0.55                                     $(0.18)                      $0.74
                                                                                           =====                                      ======                       =====


    Weighted-average common shares outstanding:

      Basic                                                                               49,913                                      49,913                      49,913

      Diluted                                                                             51,127                                      51,127                      51,127


    a  Income per share amounts may not add due to rounding





                                                                                 H.B. FULLER COMPANY AND SUBSIDIARIES

                                                                                     REGULATION G RECONCILIATION

                                                                          In thousands, except per share amounts (unaudited)

                                                                                                                                                   Adjusted

                                                                                                        39 Weeks Ended                       39 Weeks Ended

                                                                                                       August 30, 2014       Adjustments     August 30, 2014
                                                                                                       ---------------       -----------     ---------------

    Net revenue                                                                      $1,556,780                              $             -                  $1,556,780

    Cost of sales                                                                   (1,155,926)                                     (12,022)                 (1,143,904)
                                                                                     ----------                                      -------                   ----------

    Gross profit                                                                        400,854                                     (12,022)                     412,876


    Selling, general and administrative expenses                                      (289,950)                                    (10,502)                   (279,448)


      Acquisition and transformation related costs                        (6,150)

      Workforce reduction costs                                           (2,903)

      Facility exit costs                                                (21,254)

      Other related costs                                                 (7,308)
                                                                           ------

    Special charges                                                                    (37,615)                                    (37,615)                           -


    Other income (expense), net                                                         (1,543)                                           -                     (1,543)

    Interest expense                                                                   (14,178)                                           -                    (14,178)
                                                                                        -------                                          ---                     -------

    Income before income taxes and income from equity method investments                 57,568                                     (60,139)                     117,707


    Income taxes                                                                       (23,414)                                      12,411                     (35,825)


    Income from equity method investments                                                 5,205                                            -                       5,205
                                                                                          -----                                          ---                       -----

    Net income including non-controlling interests                                       39,359                                     (47,728)                      87,087


    Net income attributable to non-controlling interests                                  (264)                                           -                       (264)
                                                                                           ----                                          ---                        ----

    Net income attributable to H.B. Fuller                                              $39,095                                    $(47,728)                     $86,823
                                                                                        =======                                     ========                      =======


    Basic income per common share attributable to H.B. Fuller                             $0.78                                      $(0.96)                       $1.74
                                                                                          =====                                       ======                        =====


    Diluted income per common share attributable to H.B. Fuller                           $0.76                                      $(0.93)                   $1.69 (1)
                                                                                          =====                                       ======                     ========

    Weighted-average common shares outstanding:

      Basic                                                                              49,973                                       49,973                       49,973

      Diluted                                                                            51,242                                       51,242                       51,242






                                                                                             H.B. FULLER COMPANY AND SUBSIDIARIES

                                                                                                 REGULATION G RECONCILIATION

                                                                                      In thousands, except per share amounts (unaudited)


                                                                                                                                                                 Adjusted

                                                                                                                            39 Weeks Ended                 39 Weeks Ended

                                                                                                                           August 31, 2013 Adjustments     August 31, 2013
                                                                                                                           --------------- -----------     ---------------

    Net revenue                                                                                          $1,513,437                        $             -                  $1,513,437

    Cost of sales                                                                                       (1,088,938)                                (1,098)                 (1,087,840)
                                                                                                         ----------                                 ------                   ----------


    Gross profit                                                                                            424,499                                (1,098)                     425,597


    Selling, general and administrative expenses                                                          (282,050)                                                         (282,050)


    Acquisition and transformation related costs                                              (5,807)

    Workforce reduction costs                                                                 (7,393)

    Facility exit costs                                                                      (10,174)

    Other related costs                                                                       (5,577)
                                                                                               ------

    Special charges                                                                                        (28,951)                              (28,951)                           -


    Other income (expense), net                                                                             (2,482)                                                           (2,482)

    Interest expense                                                                                       (14,790)                                                          (14,790)
                                                                                                            -------                                                            -------

    Income from continuing operations before income taxes and income from equity method
     investments                                                                                             96,226                               (30,049)                     126,275


    Income taxes                                                                                           (28,274)                                 6,829                     (35,103)


    Income from equity method investments                                                                     6,020                                      -                       6,020
                                                                                                              -----                                    ---                       -----

    Income from continuing operations                                                                        73,972                               (23,220)                      97,192


    Income from discontinued operations                                                                       1,211                                  1,211                            -


    Net income including non-controlling interests                                                           75,183                               (22,009)                      97,192


    Net income attributable to non-controlling interests                                                      (308)                                     -                       (308)
                                                                                                               ----                                    ---                        ----

    Net income attributable to H.B. Fuller                                                                  $74,875                              $(22,009)                     $96,884
                                                                                                            =======                               ========                      =======


    Basic income per common share attributable to H.B. Fullera

       Income from continuing operations                                                                       1.48                                 (0.47)                        1.94

       Income from discontinued operations                                                                     0.02                                   0.02                            -
                                                                                                               ----                                   ----                          ---

                                                                                                              $1.50                                $(0.44)                       $1.94
                                                                                                              =====                                 ======                        =====


    Diluted income per common share attributable to H.B. Fullera

       Income from continuing operations                                                                       1.44                                 (0.45)                     1.90  1

       Income from discontinued operations                                                                     0.02                                   0.02                            -
                                                                                                               ----                                   ----                          ---

                                                                                                              $1.47                                $(0.43)                       $1.90
                                                                                                              =====                                 ======                        =====


    Weighted-average common shares outstanding:

      Basic                                                                                                  49,888                                 49,888                       49,888

      Diluted                                                                                                51,102                                 51,102                       51,102


    a  Income per share amounts may not add due to rounding



                                                                                                                   H.B. FULLER COMPANY AND SUBSIDIARIES

                                                                                                                ADJUSTED EARNING PER SHARE RECONCILIATION

                                                                                                                         In thousands (unaudited)


                                                             13 weeks ended August 30, 2014             13 weeks ended August 31, 2013

                                                       Income                                                                                                      Income

                                                       before                               Income                         Diluted                    before              Income          Diluted

                                                     Income Tax                             Taxes                            EPSa                   Income Tax            Taxes             EPS
                                                     ----------                             -----                            ----                   ----------            -----             ---

    GAAP Earnings                                                                 $12,022                          $8,035                                    $0.08                $37,348         $10,290   $0.53


    Special charges, net                                                           12,343                           1,406                                     0.21                 12,775           3,031    0.19

    Other business integration
     costs                                                                          1,896                             144                                     0.03                      -              -      -

    Project ONE                                                                     7,692                           2,931                                     0.09                      -              -      -

    Acquisition project costs                                                         292                              50                                        -                     -              -      -

    Other                                                                               -                              -                                       -                 1,098             231    0.02
                                                                                      ---                            ---                                     ---                 -----             ---    ----

    Adjusted Earnings                                                             $34,245                         $12,566                                    $0.42                $51,221         $13,552   $0.74
                                                                                  =======                         =======                                    =====                =======         =======   =====



                                                            39 weeks ended August 30, 2014         39 weeks ended August 31, 2013

                                                       Income                                                                                                      Income

                                                       before                               Income                         Diluted                    before              Income          Diluted

                                                     Income Tax                             Taxes                            EPS                    Income Tax            Taxes             EPS
                                                     ----------                             -----                            ---                    ----------            -----             ---

    GAAP Earnings                                                                 $62,509                         $23,414                                    $0.76               $101,938         $28,274   $1.44


    Special charges, net                                                           37,615                           5,303                                     0.63                 28,951           6,598    0.44

    Other business integration
     costs                                                                          5,392                             867                                     0.09                      -              -      -

    Project ONE                                                                    15,799                           6,020                                     0.19                      -              -      -

    Acquisition project costs                                                       1,333                             221                                     0.02                      -              -      -

    Other                                                                               -                              -                                       -                 1,098             231    0.02
                                                                                      ---                            ---                                     ---                 -----             ---    ----

    Adjusted Earnings                                                            $122,648                         $35,825                                    $1.69               $131,987         $35,103   $1.90
                                                                                 ========                         =======                                    =====               ========         =======   =====


    a  Income per share amounts may not add due to rounding



    (1)          Adjusted diluted
                 earnings per
                 share (EPS) is
                 a non-GAAP
                 financial
                 measure and
                 excludes items
                 listed on the
                 adjusted
                 earnings per
                 share
                 reconciliation
                 table above
                 which excludes:
                 special charges
                 associated with
                 two previously
                 announced
                 events: the
                 EIMEA business
                 transformation
                 project and the
                 expenses
                 associated with
                 the Forbo
                 acquisition
                 integration
                 project, which
                 have been
                 combined and
                 are now
                 referred to as
                 the "business
                 integration";
                 additional
                 costs
                 associated with
                 the Company's
                 ongoing Project
                 ONE
                 implementation;
                 and acquisition
                 project costs.

    (2)          Segment
                 operating
                 income is
                 defined as
                 gross profit
                 less SG&A
                 expense. Items
                 that are
                 reported on the
                 special charges
                 line of the
                 income
                 statement are
                 excluded from
                 the segment
                 operating
                 income
                 calculation.

    (3)          EBITDA is a non-
                 GAAP financial
                 measure defined
                 on a
                 consolidated
                 basis as gross
                 profit, less
                 SG&A expense,
                 plus
                 depreciation
                 expense, plus
                 amortization
                 expense. On a
                 segment basis
                 it is defined
                 as operating
                 income, plus
                 depreciation
                 expense, plus
                 amortization
                 expense. EBITDA
                 margin is
                 defined as
                 EBITDA divided
                 by net revenue.

    4            Segment
                 operating
                 margin is a
                 non-GAAP
                 financial
                 measure defined
                 as gross
                 profit, less
                 SG&A expense,
                 divided by net
                 revenue.

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SOURCE H.B. Fuller Company