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March 15, 2024
John Corkrean
Executive Vice President & Chief Financial Officer
H.B. Fuller Company
1200 Willow Lake Boulevard
St. Paul, MN 55102
Re:H.B. Fuller Company
Form 10-K For the fiscal year ended December 2, 2023
Filed January 24, 2024
Form 8-K dated January 17, 2024
File No. 001-09225
Dear John Corkrean:
            We have limited our review of your filings to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 8-K dated January 17, 2024
Exhibit 99.1
Regulation G Reconciliation , page 8
1.We note Project One was approved in 2012 and will continue beyond 2024. We note the
execution of Project One is being supported by internal resources and consulting services.
We note your organizational realignment includes costs incurred as a direct result of the
organizational realignment program, including compensation for employees supporting
the program, consulting expense and operational inefficiencies. We note you have
approved restructuring “plans” in 2023, and previously complete plans include the 2020
Restructuring Plan, the 2017 Restructuring Plan, and the Royal Adhesives Restructuring
Plan. We note acquisition project costs include costs related to integrating and accounting
for acquisitions and there were approximately ten acquisitions over the past two fiscal
years. We note you have previously provided information to the staff via your response
letter dated April 30, 2021 and that certain of these expenses have become more

 FirstName LastNameJohn  Corkrean
 Comapany NameH.B. Fuller Company
 March 15, 2024 Page 2
 FirstName LastNameJohn  Corkrean
H.B. Fuller Company
March 15, 2024
Page 2
significant since then and that currently certain of the descriptions related to the non-
GAAP adjustments lack sufficient detail that would allow investors to fully assess your
non-GAAP measure. As it relates to the acquisition project costs, organizational
realignment costs and Project One costs included within your reconciliation to Adjusted
net income attributable to H.B. Fuller, please more fully describe the nature of the specific
costs that were incurred and any relevant details to understand the context of the costs
being incurred. Please quantify any material categories within these non-GAAP
adjustments. Please provide us any proposed changes. In addition, please reconcile for us
the amount of acquisition project costs and organizational realignment costs presented
here with the amount in Note 3: Restructuring Activities, of your financial statements.
2.Please explain to us why you present discrete tax items as an adjustment to determine
Adjusted net income attributable to H.B. Fuller, separate and apart from your income
taxes adjustment to determine Adjusted EBITDA. In addition, please explain to us the
circumstances related to earnings that are no longer invested.
3.We note the headlines at the top of your news release refer to company achieves new
record for Q4 and fiscal year adjusted EBITDA margin, and Q4 Adjusted EBITDA up
22% and Adjusted EBITDA margin up 440 basis points versus Q4 2022. Please tell us
how you considered Non-GAAP Financial Measures C&DI 102.10(a) as it relates to the
prominence of these non-GAAP measures in your news release.
Form 10-K For the fiscal year ended December 2, 2023
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 24
4.We note you attribute the 2023 300 basis points change in cost of sales and gross profit
to lower raw material costs and higher product pricing partially offset by the impact of
lower sales volume. Please provide us and in future filings more insight and specificity as
it relates to each of these factors. For example, analyze and discuss the underlying raw
materials and products at hand. In addition, please provide quantitative information as it
relates to the contribution of each factor to the basis point change. Refer to Item 303(a),
(b), and (b)(2) of Regulation S-K for the relevant MD&A requirements.
Operating Segment Results, page 27
5.In your separate discussions of segment operating income you make references to gross
margin and SG&A, but these line items are not presented on a segment basis in your
financial statements. Please provide additional quantitative information regarding the
factors you cite in future filings. In addition, please provide additional insight into your
analysis of SG&A and gross margin, similarly as requested in the comment above.
            In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.

 FirstName LastNameJohn  Corkrean
 Comapany NameH.B. Fuller Company
 March 15, 2024 Page 3
 FirstName LastName
John  Corkrean
H.B. Fuller Company
March 15, 2024
Page 3
            Please contact Michael Fay at 202-551-3812 or Li Xiao, Accounting Branch Chief, at
202-551-4391 with any questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services