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<SEC-DOCUMENT>0001045969-01-000275.txt : 20010307
<SEC-HEADER>0001045969-01-000275.hdr.sgml : 20010307
ACCESSION NUMBER:		0001045969-01-000275
CONFORMED SUBMISSION TYPE:	10-K405
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20001202
FILED AS OF DATE:		20010302

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			FULLER H B CO
		CENTRAL INDEX KEY:			0000039368
		STANDARD INDUSTRIAL CLASSIFICATION:	ADHESIVES & SEALANTS [2891]
		IRS NUMBER:				410268370
		STATE OF INCORPORATION:			MN
		FISCAL YEAR END:			1130

	FILING VALUES:
		FORM TYPE:		10-K405
		SEC ACT:		
		SEC FILE NUMBER:	001-09225
		FILM NUMBER:		1559942

	BUSINESS ADDRESS:	
		STREET 1:		1200 WILLOW LAKE BLVD
		CITY:			ST PAUL
		STATE:			MN
		ZIP:			55110-5132
		BUSINESS PHONE:		6126453401
</SEC-HEADER>
<DOCUMENT>
<TYPE>10-K405
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM 10-K 405
<TEXT>

<PAGE>

                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C.  20549

                                  FORM 10-K405
         (Mark One)
         [X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 2, 2000
                                      OR
         [_]  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
              For the transition period from _________ to ____________

                          Commission File No.  0-3488

                              H.B. FULLER COMPANY
             (Exact name of registrant as specified in its charter)


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


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


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

       Securities registered pursuant to Section 12(b) of the Act:  None

 Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
                             value $1.00 per share

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

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K405 or any amendment to
this Form 10-K405. [X]

The aggregate market value of the Common Stock, par value $1.00 per share, held
by non-affiliates of the Registrant as of January 31, 2001 was approximately
$505,841,000 (based on the closing price of such stock as quoted on the NASDAQ
National Market ($38.69) on such date).

The number of shares outstanding of the Registrant's Common Stock, par value
$1.00 per share, was 14,120,205 as of January 31, 2001.

                      DOCUMENTS INCORPORATED BY REFERENCE

Parts I, II and IV incorporate information by reference to portions of the H.B.
Fuller Company 2000 Annual Report to Shareholders.

Part III incorporates information by reference to portions of the Registrant's
2001 Proxy Statement.

                                      -1-
<PAGE>

                              H.B. FULLER COMPANY

                        2000 Form 10-K405 Annual Report

                               Table of Contents

<TABLE>
<CAPTION>
                                                      PART I
                                                                                                               Page
                                                                                                               ----
<S>                                                                                                            <C>
Item 1.     Business                                                                                             3

Item 2.     Properties                                                                                           5

Item 3.     Legal Proceedings                                                                                    6

Item 4.     Submission of Matters to a Vote of Security Holders                                                  7

            Executive Officers of the Registrant                                                                 7

                                                      PART II

Item 5.     Market for Registrant's Common Stock and Related Stockholder Matters                                 9

Item 6.     Selected Financial Data                                                                              9

Item 7.     Management's Discussion and Analysis of Financial Condition and Results of Operations                9

Item 7A.    Quantitative and Qualitative Disclosures about Market Risk                                           9

Item 8.     Financial Statements and Supplementary Data                                                          9

Item 9.     Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                10

                                                      PART III

Item 10.    Directors and Executive Officers of the Registrant                                                  10

Item 11.    Executive Compensation                                                                              10

Item 12.    Security Ownership of Certain Beneficial Owners and Management                                      10

Item 13.    Certain Relationships and Related Transactions                                                      10

                                                      PART IV

Item 14.    Exhibits, Financial Statement Schedules and Reports on Form 8-K                                     11

            Signatures                                                                                          15
</TABLE>

                                      -2-
<PAGE>

                                    PART I

Item 1.

Business

Founded in 1887 and incorporated as a Minnesota corporation in 1915, H.B. Fuller
Company (the "Company") today is a worldwide manufacturer and marketer of
adhesives, sealants, coatings, paints and other specialty chemical products. The
Company currently employs approximately 5,200 people and has sales operations in
45 countries in North America, Europe, Latin America and the Asia/Pacific
region.

The Company's largest worldwide business category is adhesives, sealants and
coatings, which generated more than 90 percent of 2000 sales. These products, in
thousands of formulations, are sold to customers in a wide range of industries,
including packaging, woodworking, automotive, aerospace, graphic arts
(books/magazines), appliances, filtration, windows, sporting goods, nonwovens,
shoes and ceramic tile.

The Company also is a producer and supplier of specialty chemical products such
as powder coatings to metal finishing industries; commercial and industrial
paints in Latin American markets; as well as mastics and coatings for thermal
insulation, indoor air quality and asbestos abatement applications in the United
States.

Segment Information

See Note 22, "Business Segment Information", on pages 34 - 36 of the H.B. Fuller
Company 2000 Annual Report to Shareholders, incorporated herein by reference.

Line of Business and Classes of Similar Products

The following tabulation sets forth information concerning the approximate
contribution to consolidated sales of the Company's classes of products:


       Class of Product                                 Sales
                                             ---------------------------
                                              2000       1999      1998
                                             ------   --------   -------
       Adhesives, sealants and coatings         92%        92%       91%
       Paints                                    8          8         8
       Other                                     -          -         1
                                             ------   --------   -------
                                               100%       100%      100%
                                             ======   ========   =======

Non-U.S. Operations

Wherever feasible, the Company's practice has been to establish manufacturing
units outside of the United States to service the local markets. The principal
markets, products and methods of distribution outside the United States vary
with the country or business practices of the country. The products sold include
not only those developed by the local manufacturing plants but also those
developed within the United States and elsewhere in the world.

The Company's operations overseas face varying degrees of economic and political
risk. At the end of fiscal year 2000, the Company had plants in 22 countries
outside the United States and satellite sales offices in another 22 countries.
The Company also uses license agreements to maintain a worldwide manufacturing
network. In the opinion of management of the Company, there are several
countries where the Company has operating facilities, which have political risks
higher than in the United States.

                                      -3-
<PAGE>

Competition

The Company encounters a high degree of competition in the marketing of its
products. Because of the large number and variety of its products, the Company
does not compete directly with any one competitor in all of its markets. The
Company competes with several large, multi-national companies as well as many
smaller local, independent firms. In North America, the Company competes with a
large number of both multi-national companies and local firms.

Throughout Latin America, the Company experiences substantial competition in
marketing its industrial adhesives. In Central America, the Company also
competes with several large paint manufacturing firms. In Europe, the Company
also competes with several large companies.

The principal competitive factors in the sale of adhesives, sealants, coatings
and paints are product performance, customer service, technical service, quality
and price.

Customers

Of the Company's $1,352,562,000 total net sales to unaffiliated customers in
2000, $807,140,000 was sold through its North American operations. No single
customer accounts for more than 10% of the Company's consolidated net sales.

Backlog

Orders for the Company's products are generally processed within one week.
Therefore, the Company had no significant backlog of unfilled orders at December
2, 2000, November 27, 1999, or November 28, 1998.

Raw Materials

The Company purchases from large chemical suppliers raw materials including
solvents, plasticizers, waxes, resins, polymers and vinyl acetate monomer which
the Company uses to manufacture its principal products. Natural raw materials
including starch, dextrines, natural latex and resins are also used in the
Company's manufacturing processes. The Company attempts to find multiple sources
for all of its raw materials and alternate sources of supply are generally
available. An adequate supply of the raw materials used by the Company is
presently available in the open market. The Company's Latin American and
Asia/Pacific operations import many of their raw materials. Extended delivery
schedules of these materials are common, thereby requiring maintenance of higher
inventory levels than those maintained in North America and Europe.

A significant portion of the Company's raw materials are derived from petroleum-
based products which is common to all adhesive manufacturers.

Patents, Trademarks and Licenses

Much of the technology used in the manufacturing of adhesives, coatings and
other specialty chemicals is in the public domain. To the extent that it is not,
the Company relies on trade secrets and patents to protect its know-how. The
Company has agreements with many of its employees for the purpose of protecting
the Company's rights to technology and intellectual property. The Company also
routinely obtains confidentiality commitments from customers, suppliers and
others to safeguard its proprietary information. Company trademarks such as HB
Fuller(R), Kativo(R), Protecto(R) and Rakoll(R) are of continuing importance in
marketing its products.

Research and Development

The Company conducts research and development activities in an effort to improve
existing products and to design new products and processes. The Company's
research and development expenses during 2000, 1999, and 1998 aggregated
$18,386,000, $21,340,000 and $22,255,000 respectively.

                                      -4-
<PAGE>

Environmental Protection

The Company regularly reviews and upgrades its environmental policies, practices
and procedures and seeks improved production methods that reduce waste,
particularly toxic waste, coming out of its facilities, based upon evolving
societal standards and increased environmental understanding.

The Company's high standards of environmental consciousness are supported by an
organizational program supervised by environmental professionals and the
Worldwide Environment, Health and Safety Committee, a committee with management
membership from around the world which proactively monitors practices at all
facilities.

The Company believes that as a general matter its current policies, practices
and procedures in the areas of environmental regulations and the handling of
hazardous waste are designed to substantially reduce risks of environmental and
other damage that would result in litigation and financial liability. Some risk
of environmental and other damage is, however, inherent in particular operations
and products of the Company, as it is with other companies engaged in similar
businesses.

The Company is and has been engaged in the handling, manufacture, use, sale
and/or disposal of substances, some of which are considered by federal or state
environmental agencies to be hazardous. The Company believes that its
manufacture, handling, use, sale and disposal of such substances are generally
in accord with current applicable environmental regulations. However,
increasingly strict environmental laws, standards and enforcement policies may
increase the risk of liability and compliance costs associated with such
substances.

Environmental expenditures, reasonably known to management, to comply with
environmental regulations over the Company's next two fiscal years are estimated
to be approximately $15.0 million. See additional disclosure under Item 3, Legal
Proceedings.

Employees

The Company and its consolidated subsidiaries employed approximately 5,200
persons on December 2, 2000, of which approximately 2,200 persons were employed
in the United States.


Item 2.

Properties

The principal manufacturing plants are located in 23 countries:

U.S. Locations         Other Locations

California (4)         Argentina                 Japan
Florida                Australia                 Mexico
Georgia (4)            Austria                   New Zealand
Illinois (2)           Brazil                    Nicaragua
Indiana                Canada (3)                People's Republic of China
Kentucky               Chile                     Peru
Michigan (4)           Colombia                  Philippines
Minnesota (6)          Costa Rica (5)            Panama
New Jersey             Dominican Republic        United Kingdom (3)
North Carolina         Ecuador (1)
Ohio (2)               Germany (2)
Texas (2)              Honduras
Washington             Italy

                                      -5-
<PAGE>

The Company's principal executive offices and central research facilities are
Company owned and located in the St. Paul, Minnesota metropolitan area.

The Company has facilities for the manufacture of various products with total
floor space of approximately 1,514,000 square feet, including 315,000 square
feet of leased space. In addition, the Company has approximately 1,948,000
square feet of warehouse space, including 457,000 square feet of leased space.
Offices and other facilities total 1,796,000 square feet, including 414,000
square feet of leased space. The Company believes that the properties owned or
leased are suitable and adequate for its business.


Item 3.

Legal Proceedings

Environmental Remediation

The Company is subject to the federal Comprehensive Environmental Response,
Compensation and Liability Act ("CERCLA") and similar state laws that impose
liability for costs relating to the clean-up of contamination resulting from
past spills, disposal or other release of hazardous substances. The Company is
currently involved in administrative proceedings or lawsuits under CERCLA or
such state laws relating to clean up of 11 sites. The future costs in connection
with all of these matters have not been determined due to such factors as the
unknown timing and extent of the remedial actions which may be required, the
full extent of clean-up costs and the amount of the Company's liability in
consideration of the liability and financial resources of the other potentially
responsible parties. However, based on currently available information, the
Company does not believe that any liabilities allocated to it in these
administrative proceedings or lawsuits, individually or in the aggregate, will
have a material adverse affect on the Company's business or consolidated
financial condition, results of operations or cash flows.

The Company has received requests for information from federal, state or local
government entities regarding six other contaminated sites. The Company has not
been named a party to any administrative proceedings or lawsuits relating to the
clean up of these sites.

From time to time the Company becomes aware of compliance matters relating to,
or receives notices from federal, state or local entities regarding possible or
alleged violations of environmental, health or safety laws and regulations. In
some instances, these matters may become the subject of administrative
proceedings or lawsuits and may involve monetary sanctions of $100,000 or more
(exclusive of interest and costs). Based on currently available information, the
Company does not believe that such compliance matters or alleged violations of
laws and regulations, individually or in the aggregate, will have a material
adverse affect on the Company's business or consolidated financial condition,
results of operations or cash flows.

Other Legal Proceedings

The Company is subject to legal proceedings incidental to its business,
including products liability claims. In certain claims, the claimants seek
damages, which if granted, would require significant expenditures. The Company
has recorded estimated and reasonable liabilities for these matters. The Company
has also recorded receivables for the probable amount of insurance recovery as
it relates to these matters. Based on currently available information, the
Company does not believe that an adverse outcome in any pending legal
proceedings individually or in the aggregate would have a material adverse
affect on the Company's business or consolidated financial condition, results of
operations or cash flows. Although the Company currently believes a material
impact on its consolidated financial position, results of operations or cash
flows is remote for these claims, due to the inherent nature of litigation,
there can be no absolute certainty the Company will not incur charges above the
presently recorded liabilities.

                                      -6-
<PAGE>

Item 4.

Submission of Matters to a Vote of Security Holders

None in the quarter ended December 2, 2000.

Executive Officers of the Registrant

The following sets forth the name, age and business experience for the past five
fiscal years of each of the executive officers of the Company as of January 31,
2001. Unless otherwise noted, the positions described are positions with the
Company or its subsidiaries.

<TABLE>
<CAPTION>
Name                      Age  Position                                               Period Served
<S>                       <C>  <C>                                                    <C>
Albert P.L. Stroucken      53  Chairman of the Board                                  October, 1999-Present
                               President and Chief Executive Officer                  April, 1998-Present
                               General Manager, Inorganics Division,                  1997-1998
                               Bayer AG
                               Executive Vice President and                           1992-1997
                               President, Industrial Chemicals Division,
                               Bayer Corporation

Raymond A. Tucker          55  Senior Vice President                                  October, 1999-Present
                               Chief Financial Officer                                July, 1999-Present
                               Treasurer                                              July-October, 1999
                               Senior Vice President, Inorganic Products,             1997-1999
                               Bayer Corporation
                               Vice President, Finance and Administration,            1992-1997
                               Industrial Chemicals Division,
                               Bayer Corporation

Richard C. Baker           48  Corporate Secretary                                    1995-Present
                               Vice President                                         1993-Present
                               General Counsel                                        1990-Present

Lars T. Carlson            63  Senior Vice President - Manufacturing                  December, 1999-Present
                               Integration
                               Senior Vice President - Administration                 1996-1999
                               Vice President, Group Manager Latin America            1994-1996

James R. Conaty            53  President and CEO, EFTEC North America L.L.C.          April, 1997-Present
                               President and CEO, EFTEC Latin America, S.A.           April, 1997-Present
                               President and CEO, H.B. Fuller Automotive              1994-Present

Matthew Critchley          51  Group President, General Manager Asia/Pacific          October, 1998-Present
                               Managing Director, Australia/New Zealand               1994-1998

Jose Miguel Fuster         61  Group President, H.B. Fuller Latin America             December, 2000-Present
                               Commodity Division and Consumer Products
                               Division
                               Group Vice President, Division Manager                 October-December, 2000
                               Consumer Products
                               Group Vice President, Division Manager                 1996-October, 2000
                               Paints Division
</TABLE>

                                      -7-
<PAGE>

<TABLE>
<CAPTION>
Name                      Age  Position                                             Period Served
<S>                       <C>  <C>                                                  <C>
William L. Gacki           52  Vice President and Treasurer                         October, 1999-Present
                               Director, Treasury                                   1995-October, 1999

Peter Koxholt              56  Group President, General Manager Europe              January, 1999-Present
                               Head of Business Unit Textile Chemicals              1995-1998
                               & Specialities, Bayer AG
                               Vice President, Enamels and Ceramics                 1991-1995
                               Business, Bayer Corporation

Stephen J. Large           43  Group President, General Manager North               December, 1999-Present
                               America
                               Sales and Operations Global Coatings Div.            April, 1998-November, 1999
                               General Manager Coatings Australia/NZ                January, 1996-March, 1998
                               District Manager UK/Benelux                          December, 1993-December, 1995

Alan R. Longstreet         54  Senior Vice President - Performance Products         December, 1999-Present
                               Senior Vice President Global SBU's                   1998-1999
                               Vice President - Asia/Pacific Group Manager          1996-1998
                               Vice President - ASC Structural                      1992-1996

James C. McCreary, Jr.     44  Vice President, Corporate Controller                 November, 2000-Present
                               Vice President, Administration and Controlling       1997-November, 2000
                               Industrial Chemicals Division,
                               Bayer Corporation
                               Director, Division Controlling,                      1995-1997
                               Industrial Chemicals Division,
                               Bayer Corporation

James A. Metts             60  Vice President, Human Resources                      1984-Present

Michael D. Modak           44  Vice President - Industrial Products                 January, 2000-Present
                               Director, Corporate Development                      1994-1999

Walter Nussbaumer          43  Vice President, Chief Technology Officer             December, 1999-Present
                               and Head of Full-Valu
                               Vice President, Chief Technology Officer             January, 1999-Present
                               Director of Research & Development                   1997-1998
                               Corporate Research & Development,                    1992-1997
                               Group Leader

Dan N. Piteleski           50  Vice President, Chief Information Officer            December, 1999-Present
                               Vice President, Information Technology               January, 1995-November, 1999

Linda J. Welty             45  Group President, General Manager                     September, 1998-Present
                               Specialty Group
                               Vice President, General Manager,                     1997-1998
                               Superabsorbent Materials, Clariant International
                               Global Business Director                             1994-1996
                               Superabsorbent Materials, Clariant International
</TABLE>

The executive officers of the Company are elected annually by the Board of
Directors with the exception of the Group Presidents, Group Managers, Vice
President - Industrial Products and the Chief Technology Officer, who hold
appointed offices.

                                      -8-
<PAGE>

                                     PART II

Most information for Items 5 through 8 of this report appear in the H.B. Fuller
Company 2000 Annual Report to Shareholders as indicated in the following table
and is incorporated herein by reference to the applicable portions of such
Annual Report:

<TABLE>
<CAPTION>
                                                                Annual Report to Shareholders
                                                                             Page
                                                                             ----
Item 5.
<S>                                                             <C>
Market for Registrant's Common Stock
       and Related Stockholder Matters
          Trading Market                                                      40
          Dividend Payments                                                   40
          Dividend Restrictions (Note 20)                                     32
          Holders of Common Stock                                             40

                         High and Low Market Value
                   ------------------------------------
                        2000                  1999
                   --------------        --------------
                    High     Low          High     Low
                    ----     ---          ----     ---
          Q1      $68.56   $51.46       $48.38   $38.13
          Q2       63.16    35.62        69.25    41.88
          Q3       47.25    32.69        72.88    57.75
          Q4       39.00    27.95        65.38    51.63
          Year    $68.56   $27.95       $72.88   $38.13

Item 6.

Selected Financial Data

          1990 - 2000 Selected Financial Data                              38-39
Item 7.

Management's Discussion and Analysis of
        Financial Condition and Results of Operations
          Management's Discussion and Analysis of Results of
          Operations and Financial Condition                               13-17

Item 7A.

Quantitative and Qualitative Disclosures
        About Market Risk
          The Company believes that probable near-term changes in
          exchange rates or interest rates would not materially affect
          the Company's consolidated financial position, results of
          operations or cash flows.  However, over a one-year period,
          exchange rates can significantly impact results. See Financial
          Instruments (Note 17)                                               29

Item 8.

Financial Statements and Supplementary Data
          Consolidated Financial Statements                                18-36
          Quarterly Data (Unaudited)(Note 23)                                 36
          Report of Independent Accountants                                   37
</TABLE>

                                      -9-
<PAGE>

Item 9.

Changes in and Disagreements with Accountants
     on Accounting and Financial Disclosure
          None


                                   PART III

Item 10.

Directors and Executive Officers of the Registrant

The information under the heading "Election of Directors" (but not including the
sections entitled "Directors' Compensation" and "Board Meetings and Committees")
and the section entitled "Section 16(a) Beneficial Ownership Reporting
Compliance" contained in the Company's Proxy Statement (the "2001 Proxy
Statement") are incorporated herein by reference.

The information contained at the end of Part I hereof under the heading
"Executive Officers of the Registrant" is incorporated herein by reference.

Item 11.

Executive Compensation

The section under the heading "Election of Directors" entitled "Directors'
Compensation" and the sections under the heading "Executive Compensation"
entitled "Summary Compensation Table," "Option Grants in Last Fiscal Year,"
"Aggregated Option Exercises in Fiscal Year 2000 and Fiscal Year End Option
Values," "Retirement Plans," "Key Employee Deferred Compensation Plan," "Long-
Term Incentive Plan - Awards in Last Fiscal Year," "Employment Agreements," and
"Change in Control Arrangements" contained in the 2001 Proxy Statement are
incorporated herein by reference.

Item 12.

Security Ownership of Certain Beneficial Owners and Management

The information under the heading "Security Ownership of Certain Beneficial
Owners and Management" contained in the 2001 Proxy Statement is incorporated
herein by reference.

Item 13.

Certain Relationships and Related Transactions

The sections entitled "Executive Stock Purchase Loan Program" and  "Exchange
Agreement" contained in the 2001 Proxy Statement are incorporated herein by
reference.

                                      -10-
<PAGE>

                                    PART IV

Item 14.

Exhibits, Financial Statement Schedule and Reports on Form 8-K

                                                                    Reference
                                                                  Annual Report
                                                                 to Shareholders
                                                                        Page

(a)(1.) Index to Consolidated Financial Statements
          Incorporated by Reference to the applicable portions of the
          H.B. Fuller Company 2000 Annual Report to Shareholders:

             Consolidated Statements of Income for the
               Three Years Ended December 2, 2000,
               November 27, 1999 and November 28, 1998                     18

             Consolidated Balance Sheet as of
               December 2, 2000 and November 27, 1999                      19

             Consolidated Statements of Stockholders' Equity
               for the Three Years Ended December 2, 2000,
               November 27, 1999 and November 28, 1998                     20

             Consolidated Statements of Cash Flows
               for the Three Years Ended December 2, 2000,
               November 27, 1999 and November 28, 1998                     21

             Notes to Consolidated Financial Statements                 22-36

             Report of Independent Accountants                             37

(a)(2.) Index to Consolidated Financial Statement
          Schedule for the Three Years Ended December 2, 2000,
          November 27, 1999 and November 28, 1998:

             None

All financial statement schedules are omitted as the required information is
inapplicable or the information is presented in the consolidated financial
statements or related notes.

(a)(3.) Exhibits

Exhibit Number

3(a)    Restated Articles of Incorporation of H.B. Fuller Company, October 30,
        1998- incorporated by reference to Exhibit 3(a) to the Registrant's
        Annual Report on Form 10-K405 for the year ended November 28, 1998.

3(b)    By-Laws of H.B. Fuller Company as amended through July 14, 1999 -
        incorporated by reference to Exhibit 3(b) to the Registrant's Quarterly
        Report on Form 10-Q for the quarter ended August 28, 1999.

                                      -11-
<PAGE>

Exhibit Number

4(a)   Rights Agreement, dated as of July 18, 1996, between H.B. Fuller Company
       and Norwest Bank Minnesota, National Association, as Rights Agent, which
       includes as an exhibit the form of Right Certificate - incorporated by
       reference to Exhibit 4 to the Registrant's Form 8-K, dated July 24, 1996.

4(b)   Specimen Stock Certificate.

4(c)   Stock Exchange Agreement, dated July 18, 1996, between H.B. Fuller
       Company and Elmer L. Andersen, including Designations for Series B
       Preferred Stock- incorporated by reference to Exhibit 10 to the
       Registrant's Form 8-K, dated July 24, 1996.

4(d)   Agreement dated as of June 2, 1998 between H.B. Fuller Company and a
       group of investors, primarily insurance companies, including the form of
       Notes -incorporated by reference to Exhibit 4(a) to the Registrant's
       Quarterly Report on Form 10-Q for the quarter ended August 29, 1998.

4(e)   H.B. Fuller Company Executive Stock Purchase Loan Program - incorporated
       by reference to Exhibit 4.7 to the Registrant's Registration Statement on
       Form S-8 (Commission File No. 333-44496) filed August 25, 2000 and the
       Registrant's Registration Statement on Form S-8 (Commission File No. 333-
       48418) filed October 23, 2000.

*10(a) H.B. Fuller Company 1992 Stock Incentive Plan - incorporated by reference
       to Exhibit 10(a) to the Registrant's Annual Report on Form 10-K for the
       year ended November 30, 1992.

*10(b) H.B. Fuller Company Restricted Stock Plan - incorporated by reference to
       Exhibit 10(c) to the Registrant's Annual Report on Form 10-K for the year
       ended November 30, 1993.

*10(c) H.B. Fuller Company Restricted Stock Unit Plan - incorporated by
       reference to Exhibit 10(d) to the Registrant's Annual Report on Form 10-K
       for the year ended November 30, 1993.

*10(d) H.B. Fuller Company Directors' Deferred Compensation Plan as Amended
       February 10, 1999 - incorporated by reference to Exhibit 10(b) to the
       Registrant's Quarterly Report on Form 10-Q for the quarter ended February
       27, 1999.

*10(e) H.B. Fuller Company 2000 Stock Incentive Plan - incorporated by reference
       to Registrant's Registration Statement on Form S-8 (Commission File No.
       333-48420) filed August 25, 2000.

*10(f) H.B. Fuller Company Executive Benefit Trust dated October 25, 1993
       between H.B. Fuller Company and First Trust National Association, as
       Trustee, relating to the H.B. Fuller Company Supplemental Executive
       Retirement Plan - incorporated by reference to Exhibit 10(k) to the
       Registrant's Annual Report on Form 10-K for the year ended November 29,
       1997.

*10(g) Form of Employment Agreement signed by executive officers - incorporated
       by reference to Exhibit 10(e) to the Registrant's Annual Report on Form
       10-K for the year ended November 30, 1990 (Commission File No. 0-3488).

*10(h) H.B. Fuller Company Supplemental Executive Retirement Plan - 1998
       Revision - incorporated by reference to Exhibit 10(j) to the Registrant's
       Annual Report on Form 10-K405 for the year ended November 28, 1998.

*10(i) Amendments to H.B. Fuller Company Executive Benefit Trust, dated October
       1, 1997 and March 2, 1998, between H.B. Fuller Company and First Trust
       National Association, as Trustee, relating to the H.B. Fuller Company
       Supplemental Executive Retirement Plan - incorporated by reference to
       Exhibit 10(k) to the Registrant's Annual Report on Form 10-K405 for the
       year ended November 28, 1998.

                                      -12-
<PAGE>

Exhibit Number

*10(k)  Performance Unit Plan - incorporated by reference to Exhibit 10(a) to
        the Registrant's Quarterly Report on Form 10-Q for the quarter ended
        February 27, 1999.

*10(l)  Employment Agreement, dated as of April 16, 1998, between H.B. Fuller
        Company and Albert Stroucken - incorporated by reference to Exhibit
        10(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter
        ended May 30, 1998.

*10(m)  Consulting Agreement and First Amendment to International Service
        Agreement and Non-Competition Agreement, effective as of April 30, 1998,
        between H.B. Fuller Company and Walter Kissling - incorporated by
        reference to Exhibit 10(b) to the Registrant's Quarterly Report on Form
        10-Q for the quarter ended May 30, 1998.

*10(n)  H.B. Fuller Company 1998 Directors' Stock Incentive Plan - incorporated
        by reference to Exhibit 10(c) to the Registrant's Quarterly Report on
        Form 10-Q for the quarter ended May 30, 1998.

*10(o)  Restricted Stock Award Agreement, dated as of April 23, 1998, between
        H.B. Fuller Company and Lee R. Mitau - incorporated by reference to
        Exhibit 10(d) to the Registrant's Quarterly Report on Form 10-Q for the
        quarter ended May 30, 1998.

*10(p)  Managing Director Agreement with Peter Koxholt signed October 15, 1998 -
        incorporated by reference to Exhibit 10(p) to the Registrant's Annual
        Report on Form 10-K for the year ended November 27, 1999.

*10(q)  Change in Control Agreement dated as of October 15, 1998 between H.B.
        Fuller Company and Peter Koxholt - incorporated by reference to Exhibit
        10(q) to the Registrant's Annual Report on Form 10-K for the year ended
        November 27, 1999.

*10(r)  First Amendment to H.B. Fuller Company Supplemental Executive Retirement
        Plan dated November 4, 1998 - incorporated by reference to Exhibit 10(x)
        to the Registrant's Annual Report on Form 10-K405 for the year ended
        November 28, 1998.

*10(s)  Form of Change in Control Agreement dated as of April 8, 1998 between
        H.B. Fuller Company and each of its executive officers, other than Peter
        Koxholt and Albert Stroucken - incorporated by reference to Exhibit
        10(y) to the Registrant's Annual Report on Form 10-K405 for the year
        ended November 28, 1998.

*10(t)  H.B. Fuller Company Key Employee Deferred Compensation Plan -
        incorporated by reference to Exhibit 4.1 to the Registrant's
        Registration Statement on Form S-8 (Commission File No. 333-89453) filed
        October 21, 1999.

*10(u)  Employment Agreement dated May 6, 1999 between H.B. Fuller Company and
        Raymond A. Tucker - incorporated by reference to Exhibit 10(a) to the
        Registrant's Quarterly Report on Form 10-Q for the quarter ended August
        28, 1999.

*10(v)  First Declaration of Amendment to the Retirement Plan for Directors of
        H.B. Fuller Company dated February 10, 1999 - incorporated by reference
        to Exhibit 10(v) to the Registrant's Annual Report on Form 10-K for the
        year ended November 27, 1999.

*10(w)  H.B. Fuller Company Directors Benefit Trust, dated February 10, 1999,
        between H.B. Fuller Company and U.S. Bank National Association, as
        Trustee, relating to the Retirement Plan for Directors - incorporated by
        reference to Exhibit 10(w) to the Registrant's Annual Report on Form 10-
        K for the year ended November 27, 1999.

                                      -13-
<PAGE>

*Asterisked items are management contracts or compensatory plans or arrangements
required to be filed as an exhibit to this Form 10-K405 pursuant to Item 14(c)
of this Form 10-K405.

Exhibit Number

11   Statement re:  Computation of Net Income Per Common Share
13   Pages 13-40 of the H.B. Fuller Company 2000 Annual Report to Shareholders
21   Subsidiaries of the Registrant
23   Consent of PricewaterhouseCoopers LLP
24   Powers of Attorney

(b)  Reports on Form 8-K

No reports on Form 8-K were filed during the fourth quarter of the fiscal year
ended December 2, 2000.

(c)  See Exhibit Index and Exhibits attached to this Form 10-K405.

                                      -14-
<PAGE>

                                  SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                           H.B. FULLER COMPANY

Dated:  March 1, 2001                      By /s/ Albert P.L. Stroucken
                                           -------------------------------------
                                           ALBERT P.L. STROUCKEN
                                           Chairman of the Board,
                                           President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated:

  Signature                                            Title

/s/ Albert P.L. Stroucken                 Chairman of the Board,
- -----------------------------------       President and Chief Executive Officer
ALBERT P.L. STROUCKEN                     and Director
                                          (Principal Executive Officer)


/s/ Raymond A. Tucker                     Senior Vice President, and
- -----------------------------------       Chief Financial Officer
RAYMOND A. TUCKER                         (Principal Financial Officer)


/s/ James C. McCreary, Jr.                Vice President and Controller
- -----------------------------------       (Principal Accounting Officer)
JAMES C. MCCREARY, JR.

Anthony L. Andersen                       *Norbert R. Berg
- -----------------------------------       -----------------------------
ANTHONY L. ANDERSEN, Director             NORBERT R. BERG, Director

*Edward L. Bronstien, Jr.                 *Robert J. Carlson
- -----------------------------------       -----------------------------
EDWARD L. BRONSTIEN, JR., Director        ROBERT J. CARLSON, Director

*Freeman A. Ford                          *Gail D. Fosler
- -----------------------------------       -----------------------------
FREEMAN A. FORD, Director                 GAIL D. FOSLER, Director

*Reatha Clark King                        *Walter Kissling
- -----------------------------------       -----------------------------
REATHA CLARK KING, Director               WALTER KISSLING, Director

*John J. Mauriel, Jr.                     *Lee R. Mitau
- -----------------------------------       -----------------------------
JOHN J. MAURIEL, JR., Director            LEE MITAU, Director

*By: /s/ Richard C. Baker                 Dated:  March 1, 2001
- -----------------------------------
RICHARD C. BAKER
Attorney in Fact

                                      -15-
<PAGE>

                                 EXHIBIT INDEX

Exhibit Number

3(a)    Restated Articles of Incorporation of H.B. Fuller Company, October 30,
        1998- incorporated by reference to Exhibit 3(a) to the Registrant's
        Annual Report on Form 10-K405 for the year ended November 28, 1998.

3(b)    By-Laws of H.B. Fuller Company as amended through July 14, 1999 -
        incorporated by reference to Exhibit 3(b) to the Registrant's Quarterly
        Report on Form 10-Q for the quarter ended August 28, 1999.

4(a)    Rights Agreement, dated as of July 18, 1996, between H.B. Fuller Company
        and Norwest Bank Minnesota, National Association, as Rights Agent, which
        includes as an exhibit the form of Right Certificate - incorporated by
        reference to Exhibit 4 to the Registrant's Form 8-K, dated July 24,
        1996.

4(b)    Specimen Stock Certificate.

4(c)    Stock Exchange Agreement, dated July 18, 1996, between H.B. Fuller
        Company and Elmer L. Andersen, including Designations for Series B
        Preferred Stock- incorporated by reference to Exhibit 10 to the
        Registrant's Form 8-K, dated July 24, 1996.

4(d)    Agreement dated as of June 2, 1998 between H.B. Fuller Company and a
        group of investors, primarily insurance companies, including the form of
        Notes -incorporated by reference to Exhibit 4(a) to the Registrant's
        Quarterly Report on Form 10-Q for the quarter ended August 29, 1998.

4(e)    H.B. Fuller Company Executive Stock Purchase Loan Program - incorporated
        by reference to Exhibit 4.7 to the Registrant's Registration Statement
        on Form S-8 (Commission File No. 333-44496) filed August 25, 2000 and
        the Registrant's Registration Statement on Form S-8 (Commission File No.
        333-48418) filed October 23, 2000.

*10(a)  H.B. Fuller Company 1992 Stock Incentive Plan - incorporated by
        reference to Exhibit 10(a) to the Registrant's Annual Report on Form 10-
        K for the year ended November 30, 1992.

*10(b)  H.B. Fuller Company Restricted Stock Plan - incorporated by reference to
        Exhibit 10(c) to the Registrant's Annual Report on Form 10-K for the
        year ended November 30, 1993.

*10(c)  H.B. Fuller Company Restricted Stock Unit Plan - incorporated by
        reference to Exhibit 10(d) to the Registrant's Annual Report on Form 10-
        K for the year ended November 30, 1993.

*10(d)  H.B. Fuller Company Directors' Deferred Compensation Plan as Amended
        February 10, 1999 - incorporated by reference to Exhibit 10(b) to the
        Registrant's Quarterly Report on Form 10-Q for the quarter ended
        February 27, 1999.

*10(e)  H.B. Fuller Company 2000 Stock Incentive Plan - incorporated by
        reference to Registrant's Registration Statement on Form S-8 (Commission
        File No. 333-48420) filed August 25, 2000.

*10(f)  H.B. Fuller Company Executive Benefit Trust dated October 25, 1993
        between H.B. Fuller Company and First Trust National Association, as
        Trustee, relating to the H.B. Fuller Company Supplemental Executive
        Retirement Plan - incorporated by reference to Exhibit 10(k) to the
        Registrant's Annual Report on Form 10-K for the year ended November 29,
        1997.

*10(g)  Form of Employment Agreement signed by executive officers - incorporated
        by reference to Exhibit 10(e) to the Registrant's Annual Report on Form
        10-K for the year ended November 30, 1990 (Commission File No. 0-3488).
<PAGE>

Exhibit Number

*10(h)  H.B. Fuller Company Supplemental Executive Retirement Plan - 1998
        Revision - incorporated by reference to Exhibit 10(j) to the
        Registrant's Annual Report on Form 10-K405 for the year ended November
        28, 1998.

*10(i)  Amendments to H.B. Fuller Company Executive Benefit Trust, dated October
        1, 1997 and March 2, 1998, between H.B. Fuller Company and First Trust
        National Association, as Trustee, relating to the H.B. Fuller Company
        Supplemental Executive Retirement Plan - incorporated by reference to
        Exhibit 10(k) to the Registrant's Annual Report on Form 10-K405 for the
        year ended November 28, 1998.

*10(k)  Performance Unit Plan - incorporated by reference to Exhibit 10(a) to
        the Registrant's Quarterly Report on Form 10-Q for the quarter ended
        February 27, 1999.

*10(l)  Employment Agreement, dated as of April 16, 1998, between H.B. Fuller
        Company and Albert Stroucken - incorporated by reference to Exhibit
        10(a) to the Registrant's Quarterly Report on Form 10-Q for the quarter
        ended May 30, 1998.

*10(m)  Consulting Agreement and First Amendment to International Service
        Agreement and Non-Competition Agreement, effective as of April 30, 1998,
        between H.B. Fuller Company and Walter Kissling - incorporated by
        reference to Exhibit 10(b) to the Registrant's Quarterly Report on Form
        10-Q for the quarter ended May 30, 1998.

*10(n)  H.B. Fuller Company 1998 Directors' Stock Incentive Plan - incorporated
        by reference to Exhibit 10(c) to the Registrant's Quarterly Report on
        Form 10-Q for the quarter ended May 30, 1998.

*10(o)  Restricted Stock Award Agreement, dated as of April 23, 1998, between
        H.B. Fuller Company and Lee R. Mitau - incorporated by reference to
        Exhibit 10(d) to the Registrant's Quarterly Report on Form 10-Q for the
        quarter ended May 30, 1998.

*10(p)  Managing Director Agreement with Peter Koxholt signed October 15, 1998 -
        incorporated by reference to Exhibit 10(p) to the Registrant's Annual
        Report on Form 10-K for the year ended November 27, 1999.

*10(q)  Change in Control Agreement dated as of October 15, 1998 between H.B.
        Fuller Company and Peter Koxholt - incorporated by reference to Exhibit
        10(q) to the Registrant's Annual Report on Form 10-K for the year ended
        November 27, 1999.

*10(r)  First Amendment to H.B. Fuller Company Supplemental Executive Retirement
        Plan dated November 4, 1998 - incorporated by reference to Exhibit 10(x)
        to the Registrant's Annual Report on Form 10-K405 for the year ended
        November 28, 1998.

*10(s)  Form of Change in Control Agreement dated as of April 8, 1998 between
        H.B. Fuller Company and each of its executive officers, other than Peter
        Koxholt and Albert Stroucken - incorporated by reference to Exhibit
        10(y) to the Registrant's Annual Report on Form 10-K405 for the year
        ended November 28, 1998.

*10(t)  H.B. Fuller Company Key Employee Deferred Compensation Plan -
        incorporated by reference to Exhibit 4.1 to the Registrant's
        Registration Statement on Form S-8 (Commission File No. 333-89453) filed
        October 21, 1999.

*10(u)  Employment Agreement dated May 6, 1999 between H.B. Fuller Company and
        Raymond A. Tucker - incorporated by reference to Exhibit 10(a) to the
        Registrant's Quarterly Report on Form 10-Q for the quarter ended August
        28, 1999.

*10(v)  First Declaration of Amendment to the Retirement Plan for Directors of
        H.B. Fuller Company dated February 10, 1999 - incorporated by reference
        to Exhibit 10(v) to the Registrant's Annual Report on Form 10-K for the
        year ended November 27, 1999.
<PAGE>

Exhibit Number

*10(w)  H.B. Fuller Company Directors Benefit Trust, dated February 10, 1999,
        between H.B. Fuller Company and U.S. Bank National Association, as
        Trustee, relating to the Retirement Plan for Directors - incorporated by
        reference to Exhibit 10(w) to the Registrant's Annual Report on Form 10-
        K for the year ended November 27, 1999.

*Asterisked items are management contracts or compensatory plans or arrangements
required to be filed as an exhibit to this Form 10-K405 pursuant to Item 14(c)
of this Form 10-K405.

11      Statement re:  Computation of Net Income Per Common Share
13      Pages 13-40 of the H.B. Fuller Company 2000 Annual Report to
        Shareholders
21      Subsidiaries of the Registrant
23      Consent of PricewaterhouseCoopers LLP
24      Powers of Attorney
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-11
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>COMPUTATION OF NET EARNINGS PER SHARE
<TEXT>

<PAGE>

H.B. Fuller Company and Consolidated Subsidiaries                     Exhibit 11
Computation of Net Income Per Common Share
Years Ended December 2, 2000, November 27, 1999, and November 28, 1998
(Dollars in thousands, except share amounts)

<TABLE>
<CAPTION>
                                                                           2000             1999              1998
                                                                     ------------      -----------       -----------
<S>                                                                  <C>              <C>               <C>
Basic
Income:
  Income before accounting change                                    $     49,163      $    44,111       $    15,990
  Dividends on preferred stock                                                (15)             (15)              (15)
                                                                     ------------      -----------       -----------
  Income before acctg. chg. applicable to common stock                     49,148           44,096            15,975
  Cumulative effect of accounting change                                        -             (741)                -
                                                                     ------------      -----------       -----------
  Income applicable to common stock                                  $     49,148      $    43,355       $    15,975
                                                                     ============      ===========       ===========
Shares:
    Weighted-average shares outstanding                                13,913,841       13,807,775        13,721,451
                                                                     ============      ===========       ===========

Basic income per common share:
      Income before accounting change per share                      $       3.53      $      3.19       $      1.16
      Cumulative effect of accounting change per share                          -            (0.05)                -
                                                                     ------------      -----------       -----------
      Net income per common share                                    $       3.53      $      3.14       $      1.16
                                                                     ============      ===========       ===========

Diluted
Income:
  Income is exactly the same as presented above under basic.

Shares:
  Basic weighted-average common shares outstanding                     13,913,841       13,807,775        13,721,451
  Dilution as a result of the Company's stock-based
    compensation plans                                                    189,191          170,615           122,368
                                                                     ------------      -----------       -----------
  Weighted-average common shares outstanding                           14,103,032       13,978,390        13,843,819
                                                                     ============      ===========       ===========
Diluted income per common share:
    Income before accounting change per share                        $       3.48      $     $3.15       $      1.15
    Cumulative effect of accounting change per share                            -            (0.05)                -
                                                                     ------------      -----------       -----------
    Net income per common share                                      $       3.48      $      3.10       $      1.15
                                                                     ============      ===========       ===========
</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-13
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>PAGES 13-40 OF THE 2000 ANNUAL REPORT
<TEXT>

<PAGE>

MANAGEMENTS DISCUSSION AND ANALYSIS OF
RESULTS OF OPERATIONS AND FINANCIAL CONDITION


     The following discussion includes comments and data relating to the
Company's financial condition and results of operations for the three fiscal
years ended December 2, 2000, November 27, 1999, and November 28, 1998,
respectively. This section should be read in conjunction with the Consolidated
Financial Statements and related Notes as they contain important information for
evaluation of the Company's comparative financial condition and operating
results.

Results of Operations:

2000 Compared to 1999

     Net Sales: Net sales in 2000 of $1,352.6 million were $11.9 million or 0.9
percent below 1999. Weakness in foreign currencies, primarily the euro, versus
the U.S. dollar had a negative impact of $31.9 million or 2.3 percent. The
negative currency impact offset the benefit of having 53 weeks in fiscal 2000
compared to 52 weeks in fiscal 1999. Volume increased 1.5 percent while selling
prices decreased 0.3 percent. Acquisitions, net of divestitures, contributed 0.2
percent.

     Net sales changes from 1999 to 2000 by business segment ($ in millions):

                                   Increase / (Decrease)
- --------------------------------------------------------
North America Adhesives             $  7.8        1.3%
Europe Adhesives                     (24.4)      (9.5%)
Latin America Adhesives               (4.0)      (5.0%)
Asia/Pacific Adhesives                 3.4        3.5%
Specialty Group                        5.3        1.5%
                                    ------
Total                               $(11.9)      (0.9%)
                                    ------
     Gross Margin: Throughout 2000 the Company faced rapidly rising raw material
costs. The major contributors were petroleum-based materials such as vinyl
acetate monomers and vinyl acetate emulsions. Although selling price increases
were implemented during the year, the benefits were not realized until late in
the year. Therefore, the gross margin in 2000 decreased 1.9 percentage points to
30.6%.

     Selling, Administrative and Other Expenses: Selling, administrative and
other expenses improved as a percent of sales in 2000 to 23.0 percent from 23.6
percent in 1999. The expense dollars decreased $11.2 million or 3.5 percent.
Census control and savings related to the Company's restructuring plan, which
was announced in 1998, were the primary factors in the expense reduction. Total
census decreased 226 employees during 2000 with 154 of the decrease related to
selling, administrative and other expenses. The reduced census combined with
good asset investment performance and changes to postretirement benefit plans
allowed U.S. pension and other postretirement benefit costs to decrease $7.3
million in 2000 as compared to 1999. Other factors that contributed to the
reduced expenses in 2000, were lower management bonuses due to the lower
earnings in 2000 as compared to 1999 and the settlement of a claim with a raw
material supplier in Latin America. Two initiatives, which increased expenses in
2000 included $3.3 million for the Company's e-commerce efforts and $2.0 million
related to tax planning. Both projects are expected to provide significant long-
term benefits. Another area of expense increase in 2000 was bad debt expense,
primarily relating to bankruptcies of customers in North America.

     Nonrecurring Charges/Restructuring: In the third quarter of 1998 the
Company's Board of Directors approved, and the Company announced, a
restructuring plan to streamline the organizational structure worldwide. Over
the last two quarters of 1998 and throughout 1999, two businesses were sold,
several manufacturing facilities were closed or considerably scaled back, sales
offices and warehouses were consolidated and layers of management were reduced.
Since the plan was announced, the Company has incurred $43.7 million (before
tax) of net charges to the income statement with a credit of $0.3 million
recorded in 2000 and charges of $17.2 million and $26.7 million in 1999 and
1998, respectively.

     The following tables show details of the nonrecurring charges/(credits) for
each year by geographic area ($ in thousands):

                        North               Latin    Asia/
Year 2000:             America    Europe   America  Pacific    Total
- ----------------------------------------------------------------------
Adjustment for
 change in estimate    $  (300)        -         -        -   $  (300)
- ----------------------------------------------------------------------
Total                  $  (300)        -         -        -   $  (300)
======================================================================

                        North               Latin    Asia/
Year 1999:             America   Europe    America  Pacific    Total
- ----------------------------------------------------------------------
Severance
 (net of pension
 curtailment)          $ 1,943   $ 8,372    $1,114  $   676   $12,105
Contracts/leases             -     1,660        16      618     2,294
- ----------------------------------------------------------------------
Total restructuring      1,943    10,032     1,130    1,294    14,399
Impairment of
 property, plant
 and equipment              66     2,228       188       32     2,514
Consulting                 243       685       192       15     1,135
Integration and
 relocation costs/1/     2,052     1,104     1,465      292     4,913
Less: Gain on the
 sale of assets         (1,811)   (1,497)        -   (2,449)   (5,757)
- ----------------------------------------------------------------------
Total                  $ 2,493   $12,552    $2,975  $  (816)  $17,204
======================================================================

                                      13
<PAGE>

                        North               Latin    Asia/
Year 1998:             America    Europe   America  Pacific     Total
- ----------------------------------------------------------------------
Severance
 (net of pension
 curtailment)          $ 3,945   $ 8,526    $3,704  $   278   $16,453
Contracts/leases           526       266         -       53       845
- ----------------------------------------------------------------------
Total restructuring      4,471     8,792     3,704      331    17,298
Impairment of
 property, plant
 and equipment           9,481     4,063     3,564        -    17,108
Consulting                 121       764        12        2       899
Integration and
 relocation costs/1/       193         -       126      104       423
Less: Gain on the
 sale of businesses     (1,387)   (7,594)        -        -    (8,981)
- ----------------------------------------------------------------------
Total                  $12,879   $ 6,025    $7,406  $   437   $26,747
======================================================================

1. Integration and relocation costs consisted primarily of costs related to the
   shutdown of facilities, relocation of employees and other related one-time
   costs to carry out the restructuring/reorganization activities. Such costs
   were expensed as incurred.

     The 2000 credit of $0.3 million was due to a change in estimate of the
severance payments in North America.

     The 1999 charges, prior to the gain on sale of assets of $5.8 million,
included $22.3 million of costs requiring cash outlays, $2.5 million of non-cash
costs and a pension curtailment benefit of $1.9 million. In 1998, the charges
before accounting for the gain on the sale of businesses of $9.0 million
included $19.7 million of costs requiring cash outlays, $17.1 million of non-
cash charges and a pension curtailment benefit of $1.1 million. Total costs
requiring cash outlays since inception of the plan, were $41.7 million.

     Employee census reductions resulting from the restructuring plan were 90 in
2000, 588 in 1999 and 142 in 1998 for a total of 820. Annual cost savings as a
result of the plan are expected to exceed $30 million (before tax) upon full
realization of the benefits of the enacted plan. No additional charges related
to the original restructuring/reorganization plan were incurred in 2000.

     In 1999, the North American charges related primarily to a plant shutdown,
and severance associated with closing sales offices and warehouses. These costs
were partially offset by the gain on the sale of assets. In 1998, the charges
related to an announced manufacturing plant closing, reduced layers of
management and the impairment recognized on property, plant and equipment. These
costs were partially offset by a gain on the sale of the hot melt glue stick and
gun business.

     In Europe, the 1999 charges related primarily to severance and the
impairment of assets associated with the shutdown of three manufacturing
facilities, the reduction in the layers of management and the costs associated
with the relocation of the European area office. The 1998 charges in Europe
related to announced plant closings in two countries including the associated
impairment of property, plant and equipment and severance associated with the
reduction in layers of management. These costs were partially offset by the gain
on the sale of the wax business in the fourth quarter of 1998.

     Latin American charges in 1999 were mainly for the integration costs
associated with the closing of four of the five facilities that were announced
in 1998. In 1999, the Company decided to leave one of the five facilities in
operation due to a change in local import restrictions and related costs.
Severance costs provided in 1998 for this operation were reversed in 1999.
Severance related to the closing of three sales offices is included in the 1999
charges. Latin American charges in 1998 related primarily to the severance and
impairment of property, plant and equipment associated with the announced
closing of the manufacturing plants mentioned above. Also included in the 1998
cost was severance related to reducing layers of management.

     The Asia/Pacific charges in 1999 were mainly for severance and the buyout
of leases associated with closing warehouses and sales offices, relocation costs
related to moving the area office and severance due to reducing layers of
management. The charges were more than offset by the gain on sale of assets of
the one manufacturing facility that was closed in the region. The 1998 charges
in the Asia/Pacific region related primarily to severance associated with the
closing of the one manufacturing facility that was sold in 1999. Sales offices
and warehouses were also closed in 1998.

     The following table is a detailed reconciliation of the restructuring
reserve balance from November 29, 1997 to December 2, 2000:

Nonrecurring charge reserve ($ in thousands):
                             North                Latin     Asia/
                            America    Europe    America   Pacific     Total
- ------------------------------------------------------------------------------
Balance
November 29, 1997           $     -   $      -   $     -   $     -   $      -
Provisions in 1998:
Severance                     4,749      8,726     3,765       278     17,518
Contracts/leases                526        266         -        53        845
- ------------------------------------------------------------------------------
                              5,275      8,992     3,765       331     18,363
Payments in 1998:
Severance                    (2,757)      (998)     (624)     (190)    (4,569)
Contracts/leases               (526)         -         -       (53)      (579)
- ------------------------------------------------------------------------------
                             (3,283)      (998)     (624)     (243)    (5,148)
- ------------------------------------------------------------------------------
Balance
November 28, 1998             1,992      7,994     3,141        88     13,215
Provisions in 1999:
Severance                     3,057      8,952     1,022       668     13,699
Contracts/leases                  -      1,660        16       618      2,294
- ------------------------------------------------------------------------------
                              3,057     10,612     1,038     1,286     15,993
- ------------------------------------------------------------------------------

                                      14
<PAGE>

<TABLE>
<CAPTION>
                                                  North                Latin     Asia/
                                                 America    Europe    America   Pacific    Total
- --------------------------------------------------------------------------------------------------
<S>                                              <C>        <C>       <C>       <C>        <C>
Adjustments for
  change in estimate                                 (65)       225        92         8        260
Payments in 1999:
  Severance                                       (3,060)   (13,482)   (3,492)      (82)   (20,116)
  Contracts/leases                                     -       (399)      (16)     (175)      (590)
- --------------------------------------------------------------------------------------------------
                                                  (3,060)   (13,881)   (3,508)     (257)   (20,706)
- --------------------------------------------------------------------------------------------------
Balance
  November 27, 1999                                1,924      4,950       763     1,125      8,762
Adjustment for
  change in estimate                                (300)         -         -         -       (300)
Payments in 2000:
  Severance                                       (1,577)    (2,651)     (763)     (682)    (5,673)
  Contracts/leases                                     -     (1,136)        -      (443)    (1,579)
- --------------------------------------------------------------------------------------------------
                                                  (1,577)    (3,787)     (763)   (1,125)    (7,252)
- --------------------------------------------------------------------------------------------------
Balance
  December 2, 2000                               $    47   $  1,163   $     -   $     -   $  1,210
- --------------------------------------------------------------------------------------------------
</TABLE>

     Interest Expense: Interest expense of $23.8 million in 2000 was $3.0
million or 11.2% below 1999. Total debt at December 2, 2000 was $290.7 million
as compared to $315.2 million at November 27, 1999.

     Gains from Sales of Assets: The Company actively sold non-productive assets
in 2000 as evidenced by the gains of $4.1 million as compared to $0.4 million in
1999. Two facilities sold in North America accounted for more than half of the
gains realized in 2000.

     Other Income/Expense, Net: Other income/ expense, net, was an expense of
$5.9 million in 2000 as compared to an expense of $2.9 million in 1999. A
significant factor in the expense increase in 2000 related to the portfolio of
assets held for the Supplemental Executive Retirement Plan, or SERP. Until March
of 2000, this portfolio was invested in a mutual fund based on the S&P 500
index. In 1999, the gains realized on this portfolio were $3.1 million. In March
of 2000 the Company converted these assets into fixed income securities to avoid
the unpredictable changes in the stock market. Through the time of conversion,
the Company had realized income of $1.0 million and for the remainder of the
year, realized another $0.6 million of income for a total year investment income
of $1.6 million. Going forward, the Company expects to realize income of
approximately $1.2 million on the portfolio in 2001.

     Income Taxes: The effective tax rate in 2000 was 37 percent as compared to
42.7 percent in 1999. Excluding the impact of nonrecurring charges, the 1999
rate was 39.6 percent. The reduced rate in 2000 was a direct result of the
Company's tax planning initiatives. The negative impact to the 1999 rate from
the nonrecurring charges was due to a portion of the charges being incurred in
countries where no tax benefit was available.

     Net Income: Net income of $49.2 million in 2000 compared to $43.4 million
in 1999. Excluding the effects of the nonrecurring charges/(credits) and also a
charge related to an accounting change in 1999, the net income in 2000 was $49.0
million as compared to $56.8 million in 1999. The income per share, excluding
the nonrecurring items and the impact of the accounting change, were $3.47 per
diluted share in 2000 as compared to $4.06 per diluted share in 1999.

Business Segment Results

Note: Business segment operating income is defined as income before nonrecurring
(charges)/credits, interest expense, gains from sales of assets and all other
non-operating type items.

     North America Adhesives: Trade sales of $590.2 million were 1.3 percent
above 1999. The increase was primarily due to volume as the selling price
increase was only 0.1 percent. Increases in the nonwoven and graphic arts
markets were offset by decreases in the window and automotive markets.
Escalating raw material costs combined with the difficulty in raising selling
prices resulted in a lower gross margin in 2000. Operating expenses were below
the 1999 levels, however not enough to neutralize the gross margin erosion. The
reduction in expenses was largely due to lower census and the decrease in U.S.
pension costs in 2000 as compared to 1999. One factor that had a negative impact
on operating expenses was a significant increase in bad debt expense due to
bankruptcy filings by certain customers. The resulting operating income of $50.3
million was 16.5 percent below 1999.

     Europe Adhesives: Trade sales decreased 9.5 percent in 2000, driven by a
negative currency impact of 11.6 percent. Volume increased 1.5 percent and
selling prices increased 0.6 percent. The business environment in Europe was
similar to North America in terms of raw material cost increases combined with
the difficulty in raising selling prices. Operating income decreased $6.5
million or 40.6 percent in 2000. The decrease in operating income attributed to
the weakness of the euro was approximately $3.0 million.

     Latin America Adhesives: Several factors contributed to the trade sales
decrease of 5.0 percent in 2000 including, economic recession in Argentina,
economic slowdowns in Central America and exiting certain product lines in 1999.
The raw material increases were not as dramatic in Latin America as the gross
margin percentage showed some improvement in 2000. Operating expenses were
reduced by a $1.5 million settlement of a claim with a raw material supplier
resulting in a lower operating loss in 2000 compared to 1999.

     Asia/Pacific Adhesives: The trade sales increase of 3.5 percent in 2000
resulted from volume increases of 5.6 percent offset by decreases due to pricing
and currency of 1.3 percent and 0.8 percent, respectively. Operating income
improved 84 percent from $1.4 million in 1999 to $2.5 million in 2000. Reduced
operating expenses were the key factor in the improved results.


                                      15
<PAGE>

     Specialty Group: Trade sales of $352.3 million were 1.5 percent higher than
1999. Volume increased 1.9 percent while the effect of an acquisition, net of a
divestiture, added another 0.9 percent, with pricing and negative currency
effects of 0.8 percent and 0.5 percent, respectively. Linear Products, Inc. and
TEC Specialty Products, Inc. had the strongest growth in 2000. The Specialty
Group was not impacted as much as the adhesives businesses by fluctuations in
petroleum-based raw materials. Therefore, the Specialty Group did not experience
the same magnitude of raw material cost increases in 2000. The gross margin,
however, was still slightly below last year and operating income decreased 9.6
percent to $41.3 million.

Results of Operations:

1999 Compared to 1998

     Net Sales: Net sales in 1999 of $1,364.5 million were $17.2 million or 1.3
percent over 1998. Volume increased 2.2 percent while selling prices decreased
1.3 percent. Acquisitions, net of divestitures, yielded an additional 0.5
percent and the variance due to currency fluctuations was a negative 0.1
percent. The Asia/Pacific Adhesives business had the strongest growth in 1999
with a sales increase of 20.0 percent. The 20.0 percent included a 12.7 percent
volume increase along with an increase from acquisitions of 8.0 percent. The
Specialty Group grew by 4.1 percent in 1999 driven by strong growth from Linear
Products, Inc. and TEC Specialty Products, Inc. The North America Adhesives
segment grew by 0.5 percent, including the negative 0.6 percent impact from the
divestiture of the hot melt glue stick and gun business. Europe Adhesives sales
were down 0.3 percent from 1998 as a positive 2.2 percent increase from
acquisitions, net of a divestiture, was offset by a negative 2.3 percent from
currency fluctuations.

     Gross Margin: The 1999 gross margin of 32.5 percent increased 1.2
percentage points over 1998. The improved margin was due to reduced raw material
costs as well as manufacturing overhead reductions resulting from the Company's
restructuring plan. An additional factor was the Company's focus on reducing
sales in areas that did not meet the Company's profit objectives. The Europe
Adhesives segment improved its gross margin over 2.0 percentage points from 1998
primarily due to savings related to the restructuring plan. Asia/Pacific
Adhesives was able to leverage its 20 percent sales growth into a 2.5 percentage
point improvement in gross margin. The North America Adhesives and Specialty
Group segments improved their gross margins 1.0 and 0.8 percentage points,
respectively. Only the Latin America Adhesives segment incurred erosion in their
gross margin as unfavorable economic conditions, especially in Brazil and
Argentina, had a negative impact on overall business.

     Selling, Administrative and Other Expenses: Selling, administrative and
other expenses, excluding nonrecurring restructuring charges, decreased 1.2
percentage points to 23.6 percent of sales. In dollars, the reduction was $11.7
million or 3.5 percent. Cost control measures implemented throughout the Company
as well as savings from the restructuring plan were the primary reasons for the
lower expenses. The Latin America Adhesives segment realized expense reductions
of $5.5 million, primarily due to the restructuring savings. Europe Adhesives
and North America Adhesives also contributed to the overall 1999 expense
reduction.

     Nonrecurring Charges/Restructuring: Nonrecurring charges associated with
the Company's restructuring plan were $17.2 million ($12.7 million after tax) in
1999 and $26.7 million ($21.3 million after tax) in 1998. Census was reduced 600
employees, or 10 percent, in 1999 mainly due to the restructuring plan.

     Interest Expense: Interest expense in 1999 of $26.8 million was $0.2
million or 0.6 percent lower than 1998. Total Company debt at November 27, 1999
was $315.2 million as compared to $363.8 million at November 28, 1998, a
decrease of 13.4 percent.

     Gains from Sales of Assets: Gains from sales of assets decreased from $3.2
million in 1998 to $0.4 million in 1999, excluding the sales of assets as part
of the restructuring plan.

     Other Income/Expense, Net: Other income/ expense, net was expense of $2.9
million in 1999 as compared to expense of $4.7 million in 1998. The decrease of
$1.8 million was primarily due to expenses of $2.5 million in 1998 related to
the Company's transition to a new Chief Executive Officer. Foreign currency
exchange losses were $2.9 million in 1999 as compared to $2.1 million in 1998.

     Income Taxes: Excluding the impact of nonrecurring charges, the 1999
effective tax rate was 39.6 percent as compared to 40.8 percent in 1998.

     Net Income: Net income for 1999 increased 171 percent to $43.4 million.
Excluding the impact of nonrecurring restructuring charges and the charge
associated with a 1999 accounting change, the net income for 1999 and 1998 were
$56.8 million and $37.3 million, respectively. The net income per diluted share
as reported was $3.10 in 1999 and $1.15 in 1998. Excluding the nonrecurring
charges and the impact from the accounting change, the 1999 income per diluted
share was $4.06 as compared to $2.69 in 1998. The 1999 charge related to an
accounting change was $1.2 million ($0.7 million after tax). In the fourth
quarter of 1999 the Company adopted early AICPA Statement of Position No. 98-5,
"Reporting on the Costs of Start-up Activities," which requires the Company to
expense as incurred all costs related to start-up and organizational activities.


                                      16
<PAGE>

Liquidity and Capital Resources

     Net cash provided from operating activities was $78.0 million in 2000 as
compared to $113.7 million in 1999 and $52.0 million in 1998. The reduced cash
flow in 2000 was largely due to changes in working capital. The cash flow
associated with inventory increases was a negative $11.1 million while accrued
expenses decreased $18.1 million. A reduction of the accrual for nonrecurring
restructuring charges accounted for $7.6 million of the $18.1 million reduction
in accrued expenses. Lower accruals for management bonuses also contributed to
the negative impact from accrued expenses. Total working capital was $208.3
million at December 2, 2000 as compared to $174.2 at November 27, 1999. The
current ratio of 1.9 at December 2, 2000 was comparable to 1.7 at November 27,
1999. Cash used for capital expenditures in 2000 was $49.0 million as compared
to $56.3 million in 1999 and $62.3 million in 1998.  Cash and cash equivalents
were $10.5 million at December 2, 2000 and $5.8 million at November 27, 1999.
Current cash levels, combined with the Company's unused lines of credit, are
considered adequate to meet Company obligations over the next year.

     For management purposes, the Company measures working capital performance
in terms of operating working capital, which is defined as current assets less
cash, minus current liabilities less short-term debt. The operating working
capital at December 2, 2000 was $238.1 million as compared to $219.9 million and
$231.8 million at November 27, 1999 and November 28, 1998, respectively. The
number of days sales in trade accounts receivable (net of allowance for doubtful
accounts) was reduced from 62 days at November 27, 1999 to 55 days at December
2, 2000. Over the same period, the average days of inventory on hand dropped one
day to 60 days.

     Due to the reduced long-term debt levels, the ratio of long-term debt to
total capitalization showed significant improvement in 2000. The ratio at
December 2, 2000 was 38.2 percent as compared to 41.2 percent at November 27,
1999 and 46.8 percent at November 28, 1998. At December 2, 2000 the Company had
short-term and long-term lines of credit of $410.2 million of which $246.1
million was committed. The unused portion of these lines of credit was $337.0
million.

     The capital expenditures of $49.0 million were primarily for information
systems projects and general improvements in manufacturing productivity and
operating efficiency. The Company expects capital expenditures to approximate
$50-$60 million in 2001.

Euro Currency Conversion

     On January 1, 1999, 11 of the 15 member countries of the European Union
(EU) established fixed conversion rates through the European Central Bank (ECB)
between existing local currencies and the euro, the EU's new single currency.
During a transition period from January 1, 1999, through June 30, 2002, the euro
will replace the national currencies that exist in the participating countries.

     The transition to the euro creates a number of finance, accounting and
information systems issues. These issues are being evaluated and addressed by
the management of the Company.

     While the Company will continue to evaluate the impact of the euro
introduction over time, based on currently available information and the nature
of the exposures, the Company does not, at this time, believe that the
transition to the euro will have a significant effect on the Company's
consolidated results of operations, financial position or liquidity.

Impact of the Year 2000 Issue

     The Company did not experience any material disruptions in internal
manufacturing processes, information processing or interfaces with major
customers, or with processing orders and billing as a result of the Year 2000
Issue. As stated in the 1999 Annual Report, the Company incurred Year 2000
compliance costs of approximately $3.5 million over the three-year period ending
November 27, 1999. No additional costs related to the Year 2000 Issue were
incurred.

Safe Harbor Statement Under the Private Securities Litigation Act of 1995

     Certain statements in this Annual Report are 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:political and economic conditions; product demand
and industry capacity; competitive products and pricing; manufacturing
efficiencies; new product development; product mix; availability and price of
raw materials and critical manufacturing equipment; new plant startups; accounts
receivable collection; the Company's relationships with its major customers and
suppliers; changes in tax laws and tariffs; patent rights that could provide
significant advantage to a competitor; devaluations and other foreign exchange
rate fluctuations (particularly with respect to the euro, the Japanese yen, the
Australian dollar and the Brazilian real); the regulatory and trade environment;
and other risks as indicated from time to time in the Company's filings with the
Securities and Exchange Commission. 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 makes it difficult to determine with certainty the increases or
decreases in sales 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. References to volume changes includes volume and product mix
changes, combined.


                                      17
<PAGE>

CONSOLIDATED STATEMENTS OF INCOME
H.B. Fuller Company and Subsidiaries
(In thousands, except per share amounts)


<TABLE>
<CAPTION>
                                                                          Fiscal Year Ended
                                                       ----------------------------------------------------
                                                       December 2,         November 27,        November 28,
                                                              2000                 1999                1998
- -----------------------------------------------------------------------------------------------------------
<S>                                                     <C>                 <C>                 <C>
Net sales                                               $1,352,562          $1,364,458          $1,347,241
Cost of sales                                             (939,351)           (921,336)           (925,370)
- -----------------------------------------------------------------------------------------------------------
  Gross profit                                             413,211             443,122             421,871
Selling, administrative and other expenses                (311,010)           (322,171)           (333,912)
Nonrecurring (charges) credits                                 300             (17,204)            (26,747)
Interest expense                                           (23,814)            (26,823)            (26,989)
Gains from sales of assets                                   4,131                 366               3,237
Other income (expense), net                                 (5,913)             (2,864)             (4,674)
- -----------------------------------------------------------------------------------------------------------
Income before income taxes, minority
 interests and accounting change                            76,905              74,426              32,786
Income taxes                                               (28,455)            (31,807)            (18,826)
Minority interests in consolidated income                   (1,826)             (1,033)               (117)
Income from equity investments                               2,539               2,525               2,147
- -----------------------------------------------------------------------------------------------------------
Income before cumulative effect
 of accounting change                                       49,163              44,111              15,990
Cumulative effect of accounting change                           -                (741)                  -
- -----------------------------------------------------------------------------------------------------------
Net income                                              $   49,163          $   43,370          $   15,990
- -----------------------------------------------------------------------------------------------------------

Basic income (loss) per common share:
 Income before accounting change                        $     3.53          $     3.19          $     1.16
 Accounting change                                               -               (0.05)                  -
- -----------------------------------------------------------------------------------------------------------
Net income                                              $     3.53          $     3.14          $     1.16
- -----------------------------------------------------------------------------------------------------------

Diluted income (loss) per common share:
 Income before accounting change                        $     3.48          $     3.15          $     1.15
 Accounting change                                               -               (0.05)                  -
- -----------------------------------------------------------------------------------------------------------
Net income                                              $     3.48          $     3.10          $     1.15
- -----------------------------------------------------------------------------------------------------------

Weighted-average common shares outstanding:
 Basic                                                      13,914              13,808              13,721
 Diluted                                                    14,103              13,978              13,844
- -----------------------------------------------------------------------------------------------------------
</TABLE>

See accompanying notes to consolidated financial statements.

                                      18
<PAGE>

CONSOLIDATED BALANCE SHEET
H.B. Fuller Company and Subsidiaries
(In thousands)

<TABLE>
<CAPTION>
                                                                 December 2,   November 27,
                                                                        2000           1999
- -------------------------------------------------------------------------------------------
<S>                                                              <C>           <C>
Assets
Current Assets:
 Cash and cash equivalents                                        $   10,489     $    5,821
 Trade receivables, net                                              220,796        244,655
 Inventories                                                         153,785        148,589
 Other current assets                                                 49,994         41,078
- -------------------------------------------------------------------------------------------
Total current assets                                                 435,064        440,143
Net property, plant and equipment                                    394,689        412,524
Deposits and miscellaneous assets                                     88,903         74,288
Excess of cost over net assets acquired, net                          66,503         70,351
Other intangibles, net                                                25,202         28,309
- -------------------------------------------------------------------------------------------
Total assets                                                      $1,010,361     $1,025,615
- -------------------------------------------------------------------------------------------

Liabilities and Stockholders' Equity
Current Liabilities:
 Notes payable                                                    $   34,543     $   40,149
 Current installments of long-term debt                                5,718         11,332
 Trade payables                                                      126,713        132,273
 Accrued payroll and employee benefits                                28,918         37,573
 Other accrued expenses                                               24,597         31,096
 Accrued nonrecurring charges                                          1,210          8,762
 Income taxes payable                                                  5,026          4,735
- -------------------------------------------------------------------------------------------
Total current liabilities                                            226,725        265,920
Long-term debt, excluding current installments                       250,464        263,714
Accrued pensions                                                      71,927         78,286
Other liabilities                                                     37,452         23,801
Minority interests in consolidated subsidiaries                       19,083         17,514

Commitments and contingencies

Stockholders' Equity:
 Series A preferred stock                                                306            306
 Common stock                                                         14,116         14,040
 Additional paid-in capital                                           36,707         34,071
 Retained earnings                                                   377,846        341,356
 Accumulated other comprehensive income (loss)                       (20,088)        (7,522)
 Unearned compensation - restricted stock                             (4,177)        (5,871)
- -------------------------------------------------------------------------------------------
Total stockholders' equity                                           404,710        376,380
- -------------------------------------------------------------------------------------------
Total liabilities and stockholders' equity                        $1,010,361     $1,025,615
===========================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                      19
<PAGE>

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
H.B. Fuller Company and Subsidiaries
(In thousands)

Fiscal Years 2000, 1999 and 1998

<TABLE>
<CAPTION>
                                                                                        Accumulated
                                                                                           Other          Unearned
                                                                                          Compre-         Compen-         Total
                                                           Additional                      hensive         sation-        Compre-
                                   Preferred  Common        Paid-in        Retained        Income         Restricted      hensive
                                     Stock     Stock        Capital        Earnings        (Loss)           Stock         Income
- ----------------------------------------------------------------------------------------------------------------------------------
<S>                                         <C>          <C>             <C>           <C>              <C>             <C>
Balance November 29, 1997             $306     $13,841         $25,035      $304,974         $    341         $(5,383)
Net income                               -           -               -        15,990                -               -     $ 15,990
Foreign currency
 translation adjustment                  -           -               -             -           (5,770)              -       (5,770)
Less: foreign currency
 translation adjustment included
 in net income                           -           -               -             -              123               -          123
Minimum pension liability                -           -               -             -             (691)              -         (691)
                                                                                                                          --------
Total comprehensive income                                                                                                $  9,652
                                                                                                                          ========
Dividends                                -           -               -       (10,947)               -               -
Retirement of common stock               -          (1)             (3)          (51)               -               -
Stock compensation plans, net            -         143           6,108             -                -          (2,611)
- --------------------------------------------------------------------------------------------------------------------------
Balance November 28, 1998              306      13,983          31,140       309,966           (5,997)         (7,994)
Net income                               -           -               -        43,370                -               -     $ 43,370
Foreign currency
 translation adjustment                  -           -               -             -           (1,684)              -       (1,684)
Less: foreign currency
 translation adjustment included
 in net income                           -           -               -             -              136               -          136
Minimum pension liability                -           -               -             -               23               -           23
                                                                                                                          --------
Total comprehensive income                                                                                                $ 41,845
                                                                                                                          ========
Dividends                                -           -               -       (11,440)               -               -
Retirement of common stock               -          (9)            (22)         (540)               -               -
Stock compensation plans, net            -          66           2,953             -                -           2,123
- --------------------------------------------------------------------------------------------------------------------------
Balance November 27, 1999              306      14,040          34,071       341,356           (7,522)         (5,871)
Net income                               -           -               -        49,163                -               -     $ 49,163
Foreign currency
 translation adjustment                  -           -               -             -          (12,034)              -      (12,034)
Minimum pension liability                -           -               -             -             (532)              -         (532)
                                                                                                                          --------
Total comprehensive income                                                                                                $ 36,597
                                                                                                                          ========
Dividends                                -           -               -       (11,786)               -               -
Retirement of common stock               -         (21)            (53)         (887)               -               -
Stock compensation plans, net            -          97           2,689             -                -           1,694
- --------------------------------------------------------------------------------------------------------------------------
Balance December 2, 2000              $306     $14,116         $36,707      $377,846         $(20,088)        $(4,177)
==========================================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.

                                      20
<PAGE>

<TABLE>
<CAPTION>
                                                                                    Fiscal Year Ended
                                                                     ---------------------------------------------
                                                                     December 2,    November 27,    November 28,
                                                                        2000            1999           1998
- ------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S>                                                                   <C>          <C>              <C>
Net income                                                            $ 49,163        $ 43,370      $  15,990
Adjustments to reconcile net income to net
 cash provided by operating activities:
  Depreciation and amortization                                         52,165          50,776         49,541
  Pension costs                                                          1,274           5,128          6,900
  Nonrecurring charges (credits)                                          (300)            660         16,043
  Gain on sale of assets/businesses in the restructuring plan                -          (5,757)        (8,981)
  Gain on sale of assets                                                (4,131)           (366)        (3,237)
  Other items                                                            2,421           4,972         (6,483)
  Change in current assets and liabilities
   (net of effects of acquisitions/divestitures):
   Accounts receivable                                                   2,397         (10,949)       (27,120)
   Inventory                                                           (11,142)          9,426         (4,473)
   Other current assets                                                 (2,679)          1,739            (79)
   Accounts payable                                                      3,794           6,145            646
   Accrued nonrecurring charges                                         (7,552)         (4,453)        13,215
   Accrued expenses                                                    (10,506)          2,443         (2,780)
   Income taxes payable                                                  3,070          10,570          2,790
- -------------------------------------------------------------------------------------------------------------
  Net cash provided by operating activities                             77,974         113,704         51,972
Cash flows from investing activities:
 Purchased property, plant and equipment                               (49,044)        (56,253)       (62,327)
 Proceeds from sale of assets                                           15,694          10,916          9,019
 Purchased businesses, net of cash acquired                             (5,388)         (4,483)       (92,439)
- -------------------------------------------------------------------------------------------------------------
   Net cash used in investing activities                               (38,738)        (49,820)      (145,747)
Cash flows from financing activities:
 Proceeds from long-term debt                                           69,690          41,207        255,138
 Repayment of long-term debt                                           (84,876)        (79,949)      (161,636)
 Proceeds (payments) from/on notes payable                               3,668          (4,477)        18,461
 Dividends paid                                                        (11,786)        (11,440)       (10,947)
 Contributions to fund pension and other employee benefit  plans        (5,582)         (4,411)        (3,720)
 Other                                                                  (5,318)         (3,609)        (1,815)
- -------------------------------------------------------------------------------------------------------------
   Net cash (used in) provided by financing activities                 (34,204)        (62,679)        95,481
Effect of exchange rate changes                                           (364)             11            189
- -------------------------------------------------------------------------------------------------------------
   Net change in cash and cash equivalents                               4,668           1,216          1,895
Cash and cash equivalents at beginning of year                           5,821           4,605          2,710
- -------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at end of year                              $ 10,489        $  5,821      $   4,605
=============================================================================================================
Supplemental disclosure of cash flow information:
 Cash paid for interest                                               $ 28,198        $ 28,962      $  24,277
 Cash paid for income taxes                                           $ 16,569        $ 11,194      $  15,224
</TABLE>

See accompanying notes to consolidated financial statements.

                                      21
<PAGE>

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
H.B. Fuller Company and Subsidiaries
(Dollars in thousands, except per share amounts)

1/Summary of Significant Accounting Policies

     The following information is presented to explain the significant
accounting policies used to prepare H.B. Fuller Company's Consolidated Financial
Statements.

     Nature of Operations: H.B. Fuller Company ("The Company") operates as one
of the world's leading manufacturers and marketers of adhesives, sealants,
coatings, paints and other specialty chemical products. The Company has
manufacturing operations in 23 countries in North America, Europe, Latin America
and the Asia/Pacific region. The Company's products, in thousands of
formulations, are sold to customers in a wide range of industries, including
packaging, woodworking, automotive, aerospace, graphic arts (books/magazines),
appliances, filtration, windows, sporting goods, nonwovens, shoes and ceramic
tile. The Company generally markets its products through a direct sales force,
with independent distributors used in some markets.

     Principles of Consolidation: The Consolidated Financial Statements include
the accounts of the Company and all subsidiaries. The Company's fiscal year ends
on the Saturday closest to November 30th. The fiscal year ended December 2, 2000
represents a 53-week year and the two fiscal years ended November 27, 1999 and
November 28, 1998 represent 52-week years, respectively. All significant inter-
company amounts have been eliminated in consolidation. Certain prior years'
amounts have been reclassified to conform to the 2000 presentation.

     Use of Estimates: Accounting principles generally accepted in the United
States require management to make estimates and assumptions that affect the
amounts reported in the financial statements and accompanying notes. Actual
results could differ from those estimates.

     Revenue Recognition: The Company's general practice is to recognize
revenues from product sales when shipped. For certain products, the Company
maintains consigned inventory at customer locations. For these products, revenue
is recognized at the time the Company is notified the inventory has been used by
the customer. The Company records estimated discounts and rebates in the same
period revenue is recognized based on historical experience.

     Sales to distributors are recognized upon shipment providing that there is
evidence of the arrangement through a distribution agreement or purchase order,
and the Company has no remaining performance obligations, the price and terms of
the sale are fixed and collection is probable. As a normal practice,
distributors do not have a right of return.

     Foreign Currency Translation: The financial statements of non-U.S.
operations are translated into U.S. dollars for inclusion in the Consolidated
Financial Statements.

     Translation gains or losses resulting from the process of translating
foreign currency financial statements are recorded as a component of accumulated
other comprehensive income in stockholders' equity for businesses not
considered to be operating in highly inflationary economies. Translation effect
of subsidiaries operating in highly inflationary economies and non-U.S.
subsidiaries using the U.S. dollar as the functional currency are included in
determining net income.

     Cash and Cash Equivalents: The Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents.

     Capitalized Interest Costs: Interest costs associated with major
construction of property and equipment are capitalized. Capitalized interest
costs were $482, $441, and $822 in 2000, 1999 and 1998, respectively.

     Environmental Costs: Environmental expenditures that relate to current
operations are expensed or capitalized as appropriate. Expenditures that relate
to an existing condition caused by past operations, and which do not contribute
to current or future revenue generation, are expensed. Liabilities are recorded
when environmental assessments are made or remedial efforts are probable and the
costs can be reasonably estimated. The timing of these accruals is generally no
later than the completion of feasibility studies. The liabilities for
environmental costs at December 2, 2000 and November 27, 1999 were $1,161 and
$4,004, respectively. For further information on environmental matters, see Item
3 of the Company's 2000 Annual Report on Form 10-K405.

     Postemployment Benefits: The Company provides postemployment benefits to
inactive and former employees, employees' beneficiaries and covered dependents
after employment, but prior to retirement. The cost of providing these benefits
is accrued during the years the employee renders the necessary service.

     Purchase of Company Common Stock: Under the Minnesota Business Corporation
Act, repurchased stock is included in the authorized shares of the Company, but
is not included in shares outstanding. The excess of the repurchase cost over
par value is charged to Additional Paid-In Capital to the extent recorded on the
original issuance of the stock with any excess charged as a reduction of
retained earnings. During 1997 the Board of Directors authorized a stock
repurchase program under which up to 100,000 shares of H.B. Fuller Company
common stock could be repurchased by the Company in each of the next three
years. The shares of common stock repurchased would be available for
compensation plans of the Company. The Company repurchased 21,229, 9,438 and
1,333 shares of common stock in 2000, 1999 and 1998, respectively.

     New Accounting Standards: In June 1998, the Financial Accounting Standards
Board (FASB) issued Statement of Financial Accounting Standard (SFAS) No. 133
"Accounting for Derivative Instruments and Hedging Activities." This statement
establishes standards for recognition and measurement of deriva-

                                      22
<PAGE>

tives and hedging activities. The Company implemented this statement in the
first quarter of fiscal year 2001 as required.

     In December 1999, the Securities and Exchange Commission issued Staff
Accounting Bulletin No. 101 (SAB 101), which summarizes certain of the staff's
views in applying generally accepted accounting principles to revenue
recognition in financial statements. The Company is in the process of analyzing
the requirements of SAB 101, as amended, and is required to comply by no later
than the fourth quarter of fiscal year 2001.

     The impact of adopting these accounting standards is not expected to have a
material effect on the Company's financial position or results of operations.

     The FASB Emerging Issues Task Force (EITF) consensus No. 00-10, "Accounting
for Shipping and Handling Fees and Costs", is effective for the Company
beginning in fiscal year 2001. Under its provisions the EITF requires proceeds
from shipping charges to customers to be included as revenue. The Company
currently includes shipping charges to customers and the costs related thereto
as an element of selling, administrative and other expenses. Beginning in fiscal
year 2001, the Company will classify revenues from shipping charges to customers
and the costs related thereto as revenue and costs of sales, respectively.
Shipping revenue and costs for fiscal year 2000 approximated $10,000 and
$43,900, respectively.

2/Income Per Common Share

     Basic income per share includes no dilution and is computed by dividing net
income available to common shareholders by the weighted-average number of common
shares outstanding for the period. Diluted income per share reflects the
potential dilution from the Company's stock-based compensation plans. The
difference between basic and diluted income per share data as presented is due
to the dilutive impact from the Company's stock-based compensation plans. Net
income used in the calculations of income per share is reduced by the dividends
paid to the preferred stockholder.

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

                                    2000     1999      1998
- --------------------------------------------------------------
Net income                       $49,163   $43,370   $15,990
Dividends on preferred shares        (15)      (15)      (15)
- --------------------------------------------------------------
Income attributable to
 common shares                   $49,148   $43,355   $15,975
- --------------------------------------------------------------
(in thousands)
Weighted-average
 common shares - basic            13,914    13,808    13,721
Equivalent shares from stock
 compensation plans                  189       170       123
- --------------------------------------------------------------
Weighted-average
 common shares - diluted          14,103    13,978    13,844
- --------------------------------------------------------------

     The computations of diluted income per common share do not include 43,767
and 413 stock options with exercise prices greater than the average market price
of the common shares for fiscal years 2000 and 1999, respectively, as the
results would have been anti-dilutive.

3/Foreign Currency Gains/(Losses)

     Foreign currency gains/(losses), which were included in income before
income taxes, minority interests, and cumulative effect of accounting change
were as follows:

                            2000        1999        1998
- ----------------------------------------------------------
Currency translation
 gains, net              $   182     $ 4,999     $   837

Flow-through
 effect of inventory
 valuation, net             (611)       (226)     (2,370)
- ----------------------------------------------------------
                            (429)      4,773      (1,533)
Currency exchange
 losses, net              (2,660)     (7,855)     (2,961)
- ----------------------------------------------------------
Total                    $(3,089)    $(3,082)    $(4,494)
==========================================================

     The net loss from the flow-through effects of inventory valuation results
from differences between translation of cost of sales at historic rates versus
average exchange rates. The Company's Latin American operations, whenever
possible, raise local selling prices on their products to offset this loss. The
result of these efforts to keep pace with inflation appears in the sales revenue
of each operation.

4/Nonrecurring Charges/Restructuring

     In the third quarter of 1998 the Company's Board of Directors approved, and
the Company announced, a restructuring plan to streamline the organizational
structure worldwide. Over the last two quarters of 1998 and throughout 1999, two
businesses were sold, several manufacturing facilities were closed or
considerably scaled back, sales offices and warehouses were consolidated and
layers of management were reduced. Since the plan was announced, the Company has
incurred $43.7 million (before tax) of net charges to the income statement with
a credit of $0.3 million recorded in 2000 and charges of $17.2 million and $26.7
million in 1999 and 1998, respectively.

                                      23
<PAGE>

     The following tables show details of the nonrecurring charges/(credits) for
each year by geographic area:

                        North               Latin    Asia/
Year 2000:             America    Europe   America  Pacific    Total
- ---------------------------------------------------------------------
Adjustment for
 change in estimate    $  (300)        -         -        -   $  (300)
- ---------------------------------------------------------------------
Total                  $  (300)        -         -        -   $  (300)
=====================================================================

                        North               Latin    Asia/
Year 1999:             America   Europe    America  Pacific    Total
- ---------------------------------------------------------------------
Severance
 (net of pension
 curtailment)          $ 1,943   $ 8,372    $1,114  $   676   $12,105
Contracts/leases             -     1,660        16      618     2,294
- ---------------------------------------------------------------------
Total restructuring      1,943    10,032     1,130    1,294    14,399
Impairment of
 property, plant
 and equipment              66     2,228       188       32     2,514
Consulting                 243       685       192       15     1,135
Integration and
 relocation costs/1/     2,052     1,104     1,465      292     4,913
Less: Gain on the
 sale of assets         (1,811)   (1,497)        -   (2,449)   (5,757)
- ---------------------------------------------------------------------
Total                  $ 2,493   $12,552    $2,975  $  (816)  $17,204
=====================================================================


                        North               Latin     Asia/
Year 1998:             America    Europe   America   Pacific    Total
- ---------------------------------------------------------------------
Severance
 (net of pension
 curtailment)          $ 3,945   $ 8,526    $3,704  $   278   $16,453
Contracts/leases           526       266         -       53       845
- ---------------------------------------------------------------------
Total restructuring      4,471     8,792     3,704      331    17,298
Impairment of
 property, plant
 and equipment           9,481     4,063     3,564        -    17,108
Consulting                 121       764        12        2       899
Integration and
 relocation costs/1/       193         -       126      104       423
Less: Gain on the
 sale of businesses     (1,387)   (7,594)        -        -    (8,981)
- ---------------------------------------------------------------------
Total                  $12,879   $ 6,025    $7,406  $   437   $26,747
=====================================================================

/1/. Integration and relocation costs consisted primarily of costs related to
     the shutdown of facilities, relocation of employees and other related one-
     time costs to carry out the restructuring/reorganization activities. Such
     costs were expensed as incurred.

          The 2000 credit of $0.3 million was due to a change in estimate of the
severance payments in North America.

          The 1999 charges, prior to the gain on sale of assets of $5.8 million,
included $22.3 million of costs requiring cash outlays, $2.5 million of non-cash
costs and a pension curtailment benefit of $1.9 million. In 1998, the charges
before accounting for the gain on the sale of businesses of $9.0 million
included $19.7 million of costs requiring cash outlays, $17.1 million of non-
cash charges and a pension curtailment benefit of $1.1 million. Total costs
requiring cash outlays since inception of the plan, were $41.7 million.

          Employee census reductions resulting from the restructuring plan were
90 in 2000, 588 in 1999 and 142 in 1998 for a total of 820. Annual cost savings
as a result of the plan are expected to exceed $30 million (before tax) upon
full realization of the benefits of the enacted plan. No additional charges
related to the original restructuring/reorganization plan were incurred in 2000.

          In 1999, the North American charges related primarily to a plant
shutdown, and severance associated with closing sales offices and warehouses.
These costs were partially offset by the gain on the sale of assets. In 1998,
the charges related to an announced manufacturing plant closing, reduced layers
of management and the impairment recognized on property, plant and equipment.
These costs were partially offset by a gain on the sale of the hot melt glue
stick and gun business.

          In Europe, the 1999 charges related primarily to severance and the
impairment of assets associated with the shutdown of three manufacturing
facilities, the reduction in the layers of management and the costs associated
with the relocation of the European area office. The 1998 charges in Europe
related to announced plant closings in two countries including the associated
impairment of property, plant and equipment and severance associated with the
reduction in layers of management. These costs were partially offset by the gain
on the sale of the wax business in the fourth quarter of 1998.

          Latin American charges in 1999 were mainly for the integration costs
associated with the closing of four of the five facilities that were announced
in 1998. In 1999, the Company decided to leave one of the five facilities in
operation due to a change in local import restrictions and related costs.
Severance costs provided in 1998 for this operation were reversed in 1999.
Severance related to the closing of three sales offices is included in the 1999
charges. Latin American charges in 1998 related primarily to the severance and
impairment of property, plant and equipment associated with the announced
closing of the manufacturing plants mentioned above. Also included in the 1998
cost was severance related to reducing layers of management.

          The Asia/Pacific charges in 1999 were mainly for severance and the
buyout of leases associated with closing warehouses and sales offices,
relocation costs related to moving the area office and severance due to reducing
layers of management. The charges were more than offset by the gain on sale of
assets



                                      24
<PAGE>

of the one manufacturing facility that was closed in the region. The 1998
charges in the Asia/Pacific region related primarily to severance associated
with the closing of the one manufacturing facility that was sold in 1999. Sales
offices and warehouses were also closed in 1998.

          The following table is a detailed reconciliation of the restructuring
reserve balance from November 29, 1997 to December 2, 2000:

<TABLE>
<CAPTION>
Nonrecurring charge reserve:
                                    North                Latin     Asia/
                                   America    Europe    America   Pacific     Total
- --------------------------------------------------------------------------------------
<S>                                <C>       <C>        <C>       <C>       <C>
Balance
 November 29, 1997                 $     -   $      -   $     -   $     -   $      -
Provisions in 1998:
 Severance                           4,749      8,726     3,765       278     17,518
 Contracts/leases                      526        266         -        53        845
- --------------------------------------------------------------------------------------
                                     5,275      8,992     3,765       331     18,363
Payments in 1998:
 Severance                          (2,757)      (998)     (624)     (190)    (4,569)
 Contracts/leases                     (526)         -         -       (53)      (579)
- --------------------------------------------------------------------------------------
                                    (3,283)      (998)     (624)     (243)    (5,148)
- --------------------------------------------------------------------------------------
Balance
 November 28, 1998                   1,992      7,994     3,141        88     13,215
Provisions in 1999:
 Severance                           3,057      8,952     1,022       668     13,699
 Contracts/leases                        -      1,660        16       618      2,294
- --------------------------------------------------------------------------------------
                                     3,057     10,612     1,038     1,286     15,993
- --------------------------------------------------------------------------------------
Adjustments for
 change in estimate                    (65)       225        92         8        260
Payments in 1999:
 Severance                          (3,060)   (13,482)   (3,492)      (82)   (20,116)
 Contracts/leases                        -       (399)      (16)     (175)      (590)
- --------------------------------------------------------------------------------------
                                    (3,060)   (13,881)   (3,508)     (257)   (20,706)
- --------------------------------------------------------------------------------------
Balance
 November 27, 1999                   1,924      4,950       763     1,125      8,762
Adjustment for
 change in estimate                   (300)         -         -         -       (300)
Payments in 2000:
 Severance                          (1,577)    (2,651)     (763)     (682)    (5,673)
 Contracts/leases                        -     (1,136)        -      (443)    (1,579)
- --------------------------------------------------------------------------------------
                                    (1,577)    (3,787)     (763)   (1,125)    (7,252)
- --------------------------------------------------------------------------------------
Balance
 December 2, 2000                  $    47   $  1,163   $     -   $     -   $  1,210
- --------------------------------------------------------------------------------------
</TABLE>

5/Acquisitions and Divestitures

     In 2000 the Company purchased certain assets of a business in its Specialty
Group business segment for $5,388. In 1999 the Company purchased a business for
$4,483. In 1998 the Company purchased a business and certain assets of two
businesses for $92,439 in Europe. The acquisitions were accounted for as
purchases and the accompanying Consolidated Financial Statements include the
results of these businesses since the purchase date.

     The fair values of assets and liabilities acquired at the dates of their
respective acquisition are shown below as supplemental disclosure for cash flow
purposes.

                          2000        1999           1998
- ------------------------------------------------------------
Cash                    $    -      $    -       $    412
Receivables                  -       1,329         15,848
Inventories              1,020         828          6,971
Other current assets         -           -            829
Property, plant and
 equipment                  34         780         20,249
Other intangibles            -           -         21,728
Excess cost              5,056       1,629         43,754
Current liabilities       (722)        (83)       (17,352)
- ------------------------------------------------------------
Net assets acquired     $5,388      $4,483       $ 92,439
- ------------------------------------------------------------

     The Company sold its liquid paint business in Ecuador for $3,465 cash in
2000. The Company sold its hot melt glue stick and gun business in North
America, its wax business in Europe, and its powder coatings operations in New
Zealand for $18,000 cash in 1998. The 1998 sales of the hot melt glue stick and
gun business and the wax business, with gains of $8,981, are included in
nonrecurring charges as an offset to these costs described in Note 4, as these
divestitures related directly to the restructuring plan. The historical results
of operations on a pro forma basis are not presented as the effects of the
acquisitions and divestitures were not material.

     In addition, gains on the sale of assets not directly related to the
restructuring plan, resulted in before tax gains of $4,131, $366 and $3,237, in
2000, 1999 and 1998, respectively.

6/Research and Development Expenses

     Research and development expenses charged against income were $18,386,
$21,340 and $22,255 in 2000, 1999 and 1998, respectively. These costs are
included as a component of selling, administrative and other expenses.


                                      25
<PAGE>

7/Accounting Change

     In the fourth quarter of 1999 the Company adopted early an accounting
principle which impacted income by $1.2 million pretax ($0.7 million after tax)
or $0.05 per share. The AICPA Statement of Position No. 98-5, "Reporting on the
Costs of Start-up Activities" issued April 3, 1998, requires the Company to
expense as incurred all costs related to start-up activities and organizational
costs.

8/Allowance for Doubtful Receivables

<TABLE>
<CAPTION>
                                           2000      1999      1998
- -------------------------------------------------------------------
<S>                                     <C>       <C>       <C>
Balance at beginning of year            $ 4,871   $ 5,073   $ 5,879
Additions (deductions):
  Charged to expenses                     6,764     3,034     2,232
  Writeoffs                              (4,495)   (2,984)   (2,836)
  Divested businesses                       (68)        -      (154)
  Effect of currency exchange
    rate change                            (159)     (252)      (48)
- -------------------------------------------------------------------
Balance at end of year                  $ 6,913   $ 4,871   $ 5,073
- -------------------------------------------------------------------
</TABLE>


9/Inventories

     Inventories in the United States, representing approximately 40% of
consolidated inventories, are recorded at cost (not in excess of market value)
as determined primarily by the last-in, first-out method (LIFO). Inventories of
non-U.S. operations are valued at the lower of cost (mainly average cost) or
market. Inventories at year-end are summarized as follows:

<TABLE>
<CAPTION>
                                                       2000        1999
- -----------------------------------------------------------------------
<S>                                               <C>         <C>
Raw materials                                     $  59,986   $  63,392
Finished goods                                      104,836      94,579
LIFO reserve                                        (11,037)     (9,382)
- -----------------------------------------------------------------------
Total                                             $ 153,785   $ 148,589
- -----------------------------------------------------------------------
</TABLE>

10/Property, Plant and Equipment

<TABLE>
<CAPTION>
                                    Depreciable
                                          Lives
Major Classes                         (in years)       2000        1999
- -----------------------------------------------------------------------
<S>                                 <C>           <C>         <C>
Land                                              $  48,297   $  55,348
Buildings and
  improvements                            20-40     218,053     227,073
Machinery and
  equipment                                5-15     459,142     442,458
Construction in
  progress                                           31,750      42,424
- -----------------------------------------------------------------------
 Total, at cost                                     757,242     767,303
Accumulated
  depreciation                                     (362,553)   (354,779)
- -----------------------------------------------------------------------
Net property, plant
  and equipment                                   $ 394,689   $ 412,524
- -----------------------------------------------------------------------
</TABLE>

     Depreciation is generally computed on a straight-line basis over the useful
lives of the assets, including assets acquired by capital leases. Depreciation
expense on property, plant and equipment was $44,371, $43,079 and $42,317 in
2000, 1999 and 1998, respectively.

11/Intangibles

     Amortization: Other intangible assets, primarily technology, are amortized
over the estimated lives of 3 to 20 years. The excess of cost over net assets of
businesses acquired is charged against income over periods of 15 to 25 years.
The recoverability of unamortized intangible assets is assessed on an ongoing
basis by comparing anticipated undiscounted future cash flows from operations to
net book value.

<TABLE>
<CAPTION>
                                2000       1999
- -----------------------------------------------
<S>                         <C>        <C>
Excess Cost:
Gross Cost                  $ 82,483     83,343
Accumulated Amortization     (15,980)   (12,992)
- -----------------------------------------------
Net                           66,503     70,351
- -----------------------------------------------
Other Intangibles:
Gross Cost                    44,883     46,564
Accumulated Amortization     (19,681)   (18,255)
- -----------------------------------------------
Net                         $ 25,202   $ 28,309
- -----------------------------------------------
</TABLE>

12/Income Taxes

     The Company uses the asset and liability method of accounting for income
taxes. Under the asset and liability method, deferred income taxes are
recognized for the tax consequences of temporary differences by applying
enacted statutory tax rates applicable to future years to differences between
the financial statement carrying amounts and the tax basis of existing assets
and liabilities. The effect on deferred taxes of a change in tax rates is
recognized in income in the period that includes the enactment date.

     Income before income taxes, minority interests and cumulative effect of
accounting change for each year was as follows:

<TABLE>

                                         2000          1999          1998
- ----------------------------------------------------------------------------
<S>                                    <C>           <C>         <C>
United States (U.S.)                      $48,294      $55,943       $29,549
Outside U.S.                               28,611       18,483         3,237
- ----------------------------------------------------------------------------
Total                                     $76,905      $74,426       $32,786
- ----------------------------------------------------------------------------
</TABLE>

                                      26
<PAGE>

     The components of the provision for income taxes excluding the cumulative
effect of an accounting change were:

<TABLE>
<CAPTION>
                                         2000      1999     1998
- ------------------------------------------------------------------
<S>                                    <C>       <C>      <C>
Current:
  U.S. federal                          $ 2,524   $12,392  $ 5,971
  State                                   1,143     1,269    1,198
  Outside U.S.                           13,514    12,236   10,201
- ------------------------------------------------------------------
                                         17,181    25,897   17,370
- ------------------------------------------------------------------
Deferred:
  U.S. federal                           10,720     5,171    1,179
  State                                     620         -      (74)
  Outside U.S.                              (66)      739      351
- ------------------------------------------------------------------
                                         11,274     5,910    1,456
- ------------------------------------------------------------------
Total                                   $28,455   $31,807  $18,826
- ------------------------------------------------------------------
</TABLE>

     The difference between the statutory U.S. federal income tax rate and the
Company's effective income tax rate is explained below:


<TABLE>
<CAPTION>
                                   2000   1999   1998
- ---------------------------------------------------------
<S>                             <C>      <C>    <C>
Statutory U.S. federal
  income tax rate                  35.0%    35.0%  35.0%
State income taxes                  2.3      1.0    2.4
U.S. federal income taxes on
  dividends received from
  non-U.S. subsidiaries, before
  foreign tax credits               4.3      6.9    6.8
Foreign tax credits                (6.6)    (3.2)  (1.9)
Non-U.S. taxes                      3.8      6.3   23.9
Other tax credits                  (2.1)    (2.3)  (6.8)
Other                               0.3     (1.0)  (2.0)
- -------------------------------------------------------
Total                              37.0%    42.7%  57.4%
- -------------------------------------------------------
</TABLE>

     The effective tax rate in 1999 and 1998 was impacted by costs related to
the Company's restructuring plan. Some of these restructuring costs did not
provide a tax benefit in certain foreign countries resulting in an increase in
the effective tax rate associated with non-U.S. taxes.

     Deferred income tax balances at each year-end were related to:

<TABLE>
<CAPTION>
                                                  2000       1999
- -------------------------------------------------------------------
<S>                                           <C>        <C>
Depreciation                                    $(25,646)  $(22,717)
Pension                                           12,565     17,431
Deferred compensation                              5,568      5,582
Postretirement medical benefits                    2,330      5,133
Tax loss carryforwards                            17,307     19,138
Nonrecurring charges                                 194      1,103
Inventory                                            467        750
Provisions for expenses                          (10,277)   (10,964)
Currency gains/losses                               (320)     1,011
Other                                              5,789      3,564
- -------------------------------------------------------------------
                                                   7,977     20,031
Valuation allowance                              (12,406)   (14,990)
- -------------------------------------------------------------------
Net deferred tax (liabilities) assets           $ (4,429)  $  5,041
- -------------------------------------------------------------------
</TABLE>

     Net deferred taxes are presented on the consolidated balance sheet as
follows:

<TABLE>
<CAPTION>
                                                    2000       1999
- -------------------------------------------------------------------
<S>                                            <C>        <C>
Deferred tax assets:
  Current                                       $ 15,945   $ 12,698
  Non-current                                      2,884      3,070
Deferred tax liabilities:
  Current                                              -     (1,118)
  Non-current                                    (23,258)    (9,609)
- -------------------------------------------------------------------
Net deferred tax (liabilities) assets           $ (4,429)  $  5,041
- -------------------------------------------------------------------
</TABLE>

     Valuation allowances relate to foreign tax credit carry overs, tax loss
carryforwards and other net deductible temporary differences in non-U.S.
operations where the future potential benefits do not meet the more likely than
not realization test.

     U.S. income taxes have not been provided on approximately $68,265 of
undistributed earnings of non-U.S. subsidiaries. The Company plans to reinvest
these undistributed earnings. If any portion were to be distributed, the related
U.S. tax liability may be reduced by foreign income taxes paid on those earnings
plus any available foreign tax credit carry overs. Determination of the
unrecognized deferred tax liability related to these undistributed earnings is
not practicable.

     While non-U.S. operations of the Company, excluding the nonrecurring
charges, have been profitable overall, cumulative tax losses of $47,109 are
carried as net operating losses in 17 different countries. These losses can be
carried forward to offset income tax liability on future income in those
countries. Cumulative losses of $35,652 can be carried forward indefinitely,
while the remaining $11,457 must be used during the 2001-2006 period.

                                      27
<PAGE>

13/Notes Payable

          The primary component of notes payable relates to the Company's short-
term lines of credit with banks. This component totals $34,543. The amount of
unused available borrowings under these lines at December 2, 2000 was $136,360.

          The weighted-average interest rates on short-term borrowings were
8.8%, 8.1% and 9.0% in 2000, 1999 and 1998, respectively.

          Fair values of short-term financial instruments approximate their
carrying values due to their short maturity.

14/Long-Term Debt

          Long-term debt, including obligations under capital leases, is
summarized as follows:

                                 Weighted-
                                  Average
                                 Interest
                                   Rate      Maturity      2000       1999
- ----------------------------------------------------------------------------
U.S. dollar obligations:
 Notes (a)                                               $  6,365   $  2,965
 Senior notes                      7.27%     2001-2012    190,000    190,000
 Industrial and
   commercial
   development
   bonds                           5.60%     2004-2016      7,100      7,100
 Various other
   obligations                     7.35%     2004-2006      4,795      6,250
- ----------------------------------------------------------------------------
                                                          208,260    206,315
- ----------------------------------------------------------------------------
Foreign currency obligations:
 Deutsche
   mark note (a)                                                -      3,115
 Pound
   sterling
   notes (a)                                               31,746     45,820
 Japanese
   yen note (a)                                             7,685      2,020
 Italian lira                                                   -      4,373
 Japanese yen                      0.52%     2001-2005      6,536     10,277
 Various other
   obligations                     5.12%     2000-2001        927      1,771
- ----------------------------------------------------------------------------
                                                           46,894     67,376
Capital lease obligations                    2001-2005      1,028      1,355
- ----------------------------------------------------------------------------
 Total long-term debt                                     256,182    275,046
 Less: current installments                                (5,718)   (11,332)
- ----------------------------------------------------------------------------
 Total                                                   $250,464   $263,714
- ----------------------------------------------------------------------------

(a) The Company has revolving credit agreements with a group of major banks
    which provide committed long-term lines of credit of $80,000 through
    December 20, 2006, $45,000 through December 20, 2005, and $28,000 through
    December 20, 2004. At the Company's option, interest is payable at the
    London Interbank Offered Rate plus 0.175%-0.375%, adjusted quarterly based
    on the Company's capitalization ratio, or a bid rate. A facility fee of
    0.075%-0.175% is payable quarterly.

          The most restrictive debt agreements place limitations on secured and
unsecured borrowings, operating leases, and contain minimum interest coverage,
current assets and net worth requirements. In addition, the Company cannot be a
member of any "consolidated group" for income tax purposes other than with its
subsidiaries. At December 2, 2000 the Company exceeded minimum requirements for
all financial covenants.

          Aggregate maturities of long-term debt, including obligations under
capital leases, amount to $5,719, $41,488, $1,198, $872 and $27,373 during the
five fiscal years 2001 through 2005, respectively.

          The estimated fair value of long-term debt was $249,052 and $263,900
for December 2, 2000 and November 27, 1999, respectively.

          The fair value of long-term debt is based on quoted market prices for
the same or similar issues or on the current rates offered to the Company for
debt of similar maturities. The estimates presented above on long-term financial
instruments are not necessarily indicative of the amounts that would be realized
in a current market exchange.

                                      28
<PAGE>

15/Lease Commitments

     Assets under capital leases are summarized as follows:

                                               2000      1999
- --------------------------------------------------------------
Land                                        $ 1,146   $ 1,324
Buildings and improvements                    4,758     5,052
Machinery and equipment                         632       237
- --------------------------------------------------------------
                                              6,536     6,613
Accumulated depreciation                     (3,729)   (3,881)
- --------------------------------------------------------------
Net assets under capital leases             $ 2,807   $ 2,732
- --------------------------------------------------------------

     The following are the minimum lease payments that will have to be made in
each of the years indicated based on capital and operating leases in effect as
of December 2, 2000:

                                            Capital  Operating
- --------------------------------------------------------------
Fiscal year:
  2001                                      $   769   $10,872
  2002                                          294     7,939
  2003                                           87     7,148
  2004                                            -     3,345
  2005                                            -     2,438
  Later years                                     -       553
- --------------------------------------------------------------
Total minimum
  lease payments                            $ 1,150   $32,295
                                                      -------
Amount representing interest                   (122)
- ---------------------------------------------------
Present value of minimum
  lease payments                            $ 1,028
- ---------------------------------------------------

     Rental expense for all operating leases charged against income amounted to
$15,648, $13,541 and $14,818 in 2000, 1999 and 1998, respectively.

16/Contingencies

     Legal: The Company and its subsidiaries are parties to various lawsuits and
governmental proceedings. For further information on certain legal proceedings,
see Item 3 of the Company's 2000 Annual Report on Form 10-K405. In particular,
the Company is currently deemed a potentially responsible party (PRP) or
defendant, generally in conjunction with numerous other parties, in a number of
government enforcement and private actions associated with hazardous waste
sites. As a PRP or defendant, the Company may be required to pay a share of the
costs of investigation and cleanup of these sites. In some cases the Company may
have rights of indemnification from other parties. The Company's liability in
the future for such claims is difficult to predict because of the uncertainty as
to the cost of the investigation and cleanup of the sites, the Company's
responsibility for such hazardous waste and the number or financial condition of
other PRPs or defendants. As is the case with other types of litigation and
proceedings to which the Company is a party, based upon currently available
information, it is the Company's opinion that none of these matters will result
in material liability to the Company.

     Other: The Company has guaranteed bank loans totalling $11,012 to certain
executives for the purchase of the Company's common stock.

17/Financial Instruments

     The Company uses forward contracts to manage its exposure to currency risk
related to foreign currency intercompany debt. Gains and losses on the contracts
qualifying as hedges are recognized as the contracts are adjusted to fair market
value  which offsets foreign exchange gains or losses on the hedged debt amount.
Changes in the fair value of contracts not qualifying for hedge accounting are
recognized in other income (expense).

     Notional amounts outstanding were $7,272 and $14,947 in 2000 and 1999,
respectively, however are not a measure of the Company's exposure. As of
December 2, 2000, the Company had one forward contract maturing with the
underlying debt on December 4, 2000. Changes in market value are not material.

     Counterparties to the forward contracts are major financial institutions.
Credit loss from counterparty nonperformance is not anticipated.

     Concentrations of credit risk with respect to trade accounts receivable are
limited due to the large number of entities comprising the Company's customer
base and their dispersion across many different industries and countries. As of
December 2, 2000 and November 27, 1999, the Company had no significant
concentrations of credit risk.

                                      29
<PAGE>

18/Retirement and Postretirement Benefits

     The Company has noncontributory defined benefit plans covering all U.S.
employees. Benefits for these plans are based primarily on years of service and
employees' average compensation during their five highest out of the last ten
years of service. The Company's funding policy is consistent with the funding
requirements of federal law and regulations. Plan assets consist principally of
listed equity securities and an Immediate Participation Guarantee contract with
an insurance company.

     Certain non-U.S. consolidated subsidiaries provide pension benefits for
their employees consistent with local practices and regulations. These plans are
defined benefit plans covering substantially all employees upon completion of a
specified period of service. Benefits for these plans are generally based on
years of service and annual compensation.

     The Company and certain of its consolidated subsidiaries provide health
care and life insurance benefits for eligible retired employees and their
eligible dependents. These benefits are provided through various insurance
companies and health care providers. These costs are accrued during the years
the employee renders the necessary service.

     Sensitivity Information: The healthcare trend rate assumption has a
significant effect on the amounts reported. A one percentage point change in the
healthcare cost trend rate would have the following effects on the November 27,
1999 service and interest cost and the accumulated postretirement benefit
obligation at December 2, 2000:

                                              One Percentage Point
- --------------------------------------------------------------------------------
                                               Increase   Decrease
- --------------------------------------------------------------------------------
Effect on service and
 interest cost components                       $  408    $  (340)
Effect on accumulated
 postretirement benefit
 obligation                                     $3,220    $(2,754)
- --------------------------------------------------------------------------------


Weighted-Average
  Assumptions,
  November                            2000      1999     1998
- --------------------------------------------------------------
Discount rate
 (before retirement)                 7.42%      7.12%    7.36%
Expected return on
 plan assets -
 pension benefits                   10.11%     10.08%    9.76%
Expected return on
 plan assets - other
 postretirement
 benefits                            9.50%      9.50%    8.50%
Rate of compensation
 increase                            3.78%      3.58%    3.76%
Rate of increase in
 healthcare
 cost levels:
Employees under
 age 65                              5.10%      5.68%    6.60%
Employees age 65
 and older                           5.10%      3.73%    4.56%
- --------------------------------------------------------------------------------

The rate of increase in healthcare cost levels is expected to be 5.10% in the
years 2001 and later.

     The Company funds U.S. postretirement benefits through a Voluntary
Employees' Beneficiaries Association Trust which was established in 1991. The
funds are invested primarily in common stocks with an expected long-term rate
of return of 9.5 percent. Beginning in 2005, the Company's dollar contribution
for retiree medical coverage will remain fixed at the 2004 level for employees
who retire in the year 2005 or later.

                                      30

<PAGE>

<TABLE>
<CAPTION>

                                                            Pension Benefits                                         Other
                                                 -------------------------------------------
                                                 U.S. Plans                   Non-U.S. Plans                Postretirement Benefits
- ------------------------------------------------------------------------------------------------------------------------------------
                                        2000         1999       1998       2000       1999      1998       2000       1999      1998
- ------------------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>        <C>         <C>        <C>        <C>        <C>       <C>        <C>        <C>
Net periodic cost:
 Service cost                       $   5,613  $   5,987   $  5,629   $  2,675   $  2,547   $ 2,259   $  1,027   $  2,033   $ 1,833
 Interest cost                         13,513     12,011     11,795      5,041      4,237     4,001      2,119      2,667     2,641
 Expected return on assets            (20,582)   (16,538)   (14,837)    (4,490)    (2,909)   (2,223)    (6,387)    (5,294)   (3,911)
 Prior service cost amortization          838        724        640          8          9        39     (2,310)      (828)     (857)
 Actuarial (gain)/loss amortization    (2,637)      (766)    (1,349)      (137)        24        25       (942)      (561)     (183)
 Transition amount amortization           (27)       (27)       (27)        62       (281)       75          -          -         -
 Curtailment (gain)/loss                    -     (1,780)         -          -       (274)        -          -        (74)        -
- ------------------------------------------------------------------------------------------------------------------------------------
 Net periodic benefit cost          $  (3,282) $    (389)  $  1,851   $  3,159   $  3,353   $ 4,176   $ (6,493)  $ (2,057)  $  (477)
- ------------------------------------------------------------------------------------------------------------------------------------
Change in benefit obligation:
 Benefit obligation, September 1
   or prior year                    $ 178,021  $ 174,231              $ 64,129   $ 64,575             $ 28,216   $37,811
 Service cost                           5,613      5,987                 2,675      2,547                1,027     2,033
 Interest cost                         13,513     12,011                 5,041      4,237                2,119     2,667
 Participant contributions                  -          -                   779        611                  124       114
 Plan amendments                           13      1,451                     -          -                    -   (11,329)
 Actuarial (gain)/loss                 (8,850)    (8,854)               (3,176)     2,490               10,935    (1,004)
 Benefits paid                         (7,928)    (6,805)               (2,689)    (2,365)              (2,687)   (2,076)
- ------------------------------------------------------------------------------------------------------------------------------------
 Benefit obligation, August 31      $ 180,382  $ 178,021              $ 66,759   $ 72,095             $ 39,734   $28,216
- ------------------------------------------------------------------------------------------------------------------------------------
Change in plan assets:
 Fair value of plan assets,
   September 1 of prior year        $ 247,689  $ 184,407              $ 43,173   $ 40,603             $ 68,142   $49,233
 Actual return on plan assets          49,695     69,470                 6,615      6,253               10,852    19,016
 Employer contributions                   873        617                 1,420      1,448                1,754     1,855
 Participant contributions                  -          -                   779        678                  124       114
 Benefits paid                         (7,928)    (6,805)               (1,024)      (771)              (2,687)   (2,076)
- ------------------------------------------------------------------------------------------------------------------------------------
 Fair value of plan assets,
   August 31                        $ 290,329  $ 247,689              $ 50,963   $ 48,211             $ 78,185   $68,142
- ------------------------------------------------------------------------------------------------------------------------------------
Reconciliation of funded status
as of November:
 Funded status                      $ 109,947  $  69,668              $(16,174)  $(24,616)            $ 38,451   $39,926
 Unrecognized actuarial loss (gain)  (145,988)  (110,662)              (10,494)      (220)             (12,253)  (19,636)
 Unrecognized prior service
   cost (benefit)                       5,535      6,360                   (33)       (29)             (10,017)  (12,326)
 Unrecognized net
   transition obligation                  (96)      (124)                  580     (5,583)                   -         -
 Contributions between
   measurement date
   and fiscal year-end                    190        140                     -          -                    -       200
- ------------------------------------------------------------------------------------------------------------------------------------
 Recognized amount                  $ (30,412) $ (34,618)             $(26,121)  $(30,448)            $ 16,181   $ 8,164
- ------------------------------------------------------------------------------------------------------------------------------------
Statement of financial position
as of November:
 Prepaid benefit cost               $     283  $     205              $  2,291   $  2,111
 Accrued benefit liability            (30,694)   (34,823)              (28,412)   (32,559)
 Additional minimum liability          (5,634)    (5,358)                    -          -
 Intangible asset                       3,666      4,263                     -          -
 Accumulated other
   comprehensive income                 1,967      1,095                     -          -
- ------------------------------------------------------------------------------------------------------------------------------------
 Recognized amount                  $ (30,412) $ (34,618)             $(26,121)  $(30,448)
- ------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

The projected benefit obligation, accumulated benefit obligation, and fair value
of plan assets for pension plans with accumulated benefit obligation in excess
of plan assets were $57,895, $53,552, and $24,397, respectively as of December
2, 2000 and $63,908, $56,986, and $22,723 as of November 27, 1999.

                                      31
<PAGE>

19/Stockholders' Equity

     Preferred Stock: The Board of Directors is authorized to issue up to
10,000,000 additional shares of preferred stock that may be issued in one or
more series and with such stated value and terms as may be determined by the
Board of Directors.

     Series A Preferred Stock: There were 45,900 Series A preferred shares with
a par value of $6.67 authorized and outstanding at December 2, 2000 and November
27, 1999. The holder of Series A preferred stock is entitled to cumulative
dividends at the rate of $0.33 per share per annum. Common stock dividends may
not be paid unless provision has been made for payment of Series A preferred
dividends. The Series A preferred stock has multiple voting rights entitling the
Series A preferred shareholder to 80 votes per share. The terms of the Series A
preferred stock include the right of the Company to purchase the shares at
specified times and the right of the Company to redeem all shares at par value
if authorized by the shareholders.

     Series B Preferred Stock: In connection with the adoption of the
shareholder rights plan (see below), the Board of Directors authorized a new
series of preferred stock ("Series B preferred shares") that would be exchanged
for the Company's existing Series A preferred shares, if and at such time as the
rights issued pursuant to the shareholder rights plan become exercisable. The
Series B preferred shares have the same terms as the Series A preferred shares,
except that the voting rights of the Series B preferred shares are increased
proportionately according to the number of shares issued upon the exercise or
exchange of rights. The Company entered into a Stock Exchange Agreement dated
July 18, 1996, with the holder of the Series A preferred shares by which the
Series B preferred shares would be exchanged for all Series A preferred shares
on the date the rights under the shareholder rights plan become exercisable. The
exchange of the Series A preferred shares for the new Series B preferred shares
is intended to preserve the holder's voting power, in the event any rights are
exercised. No event has occurred which would cause the exchange to be effected.

     Common Stock: There were 40,000,000 shares of common stock with a par value
of $1.00 authorized and 14,115,664 and 14,040,155 shares issued and outstanding
at December 2, 2000 and November 27, 1999, respectively.

     Shareholder Rights Plan: The Company has a shareholder rights plan under
which each holder of a share of common stock also has one right to purchase one
share of common stock for $180. The rights are not presently exercisable. Upon
the occurrence of certain "flip-in" events, each right becomes exercisable and
then entitles its holder to purchase $180 worth of common stock at one-half of
its then market value. Upon certain "flip-over" events, each right entitles its
holder to purchase $180 worth of stock of another party at one-half of its then
market value. One flip-in event is when a person or group (an "acquiring
person") acquires 15 percent or more of the Company's outstanding common stock.
Rights held by an acquiring person or an adverse person are void. The Company
may redeem the rights for one cent per share, but the redemption right expires
upon the occurrence of a flip-in event. In addition, at any time after a person
or group acquires 15 percent or more of the Company's outstanding common stock,
but less than 50 percent, the Board of Directors may, at its option, exchange
all or part of the rights (other than rights held by the acquiring person) for
shares of the Company's common stock at a rate of one share of common stock for
every right. The rights expire on July 30, 2006.

20/Stock-Based Compensation

     Directors' Deferred Compensation Plan: The Directors' Deferred Compensation
Plan reserves 75,000 shares of common stock for allocation as payment of
retainer fees to its Board of Directors. Directors, who are not employees, can
choose to receive all or a portion of the payment of their retainer and meeting
fees in shares of Company common stock when they leave the Board rather than
cash payments each year. At December 2, 2000, 17,302 shares remained available
for future allocation.

     1998 Directors' Stock Incentive Plan: The 1998 Directors' Stock Incentive
Plan reserves 200,000 shares of common stock to offer nonemployee directors
incentives to put forth maximum efforts for the success of the Company's
business and to afford nonemployee directors an opportunity to acquire a
proprietary interest in the Company. In 2000, 1999 and 1998, respectively,
7,700, 4,000 and 7,017 restricted shares were awarded. The market value of $304,
$281 and $441 has been recorded as unearned compensation - restricted stock and
is shown as a separate component of stockholders' equity. Unearned compensation
is being amortized to expense over the vesting periods of generally four years
and amounted to $207, $93 and $42 in 2000, 1999 and 1998, respectively. At
December 2, 2000, 181,283 shares remained available for future award.

     Year 2000 Stock Incentive Plan: Under the Year 2000 Stock Incentive Plan
1,500,000 shares of the Company's common stock are available for the granting of
awards during a period of up to ten years from October 14, 1999. The Year 2000
Stock Incentive Plan permits the granting of (a) stock options; (b) stock
appreciation rights; (c) restricted stock and restricted stock units; (d)
performance awards; (e) dividend equivalents; and (f) other awards valued in
whole or in part by reference to or otherwise based upon the Company's common
stock.

                                      32
<PAGE>

     A total of 28,342 non-qualified stock options were granted in 2000 to
officers and key employees at prices not less than fair market value at the date
of grant. These non-qualified options are generally exercisable beginning one
year from the date of grant in cumulative yearly amounts of 25 percent of the
shares under option and generally have a contractual term of 10 years.

     At December 2, 2000, 1,471,658 shares remained available for future grants
or allocations under the plan.

     1992 Stock Incentive Plan: Under the 1992 Stock Incentive Plan 900,000
shares of the Company's common stock were available for the granting of awards
during a period of up to ten years from April 16, 1992. The Stock Incentive Plan
permits the granting of (a) stock options; (b) stock appreciation rights; (c)
restricted stock and restricted stock units; (d) performance awards; (e)
dividend equivalents; and (f) other awards valued in whole or in part by
reference to or otherwise based upon the Company's common stock.

     A total of 1,031 and 64,755 restricted shares of the Company's common stock
were granted to certain employees in 1999 and 1998, respectively. The market
value of shares awarded of $44 and $3,734 has been recorded as unearned
compensation - restricted stock in 1999 and 1998, respectively and is shown as a
separate component of stockholders' equity. Unearned compensation is being
amortized to expense over the vesting periods of generally ten years and
amounted to $1,768, $2,029 and $786 in 2000, 1999 and 1998, respectively.

     A total of 1,000 and 19,900 restricted share units of the Company's common
stock were allocated to certain employees in 1999 and 1998, respectively. The
market value of units allocated of $43 and $1,104 in 1999 and 1998,
respectively, is generally being charged to expense over the ten-year vesting
period.

     A total of 144,075 and 243,949 non-qualified stock options were granted in
2000 and 1999 to officers and key employees at prices no less than fair market
value at the date of grant. These non-qualified options are generally
excercisable beginning one year from the date of grant in cumulative yearly
amounts of 25 percent of the shares under option and generally have a
contractual term of 10 years.

     At December 2, 2000, no shares remained available for future grants or
allocations from the plan.The following tables provide a summary of non-
qualified stock option transactions:

                                                          Weighted-
                                                           Average
                                           Number       Exercise Price
- --------------------------------------------------------------------------
Outstanding at November 29, 1997          182,790          $14.53
Exercised                                 (71,799)          14.83
- --------------------------------------------------------------------------
Outstanding at November 28, 1998          110,991           14.33
Cancelled                                 (10,297)          41.96
Granted                                   243,949           44.16
Exercised                                 (37,194)          14.33
- --------------------------------------------------------------------------
Outstanding at November 27, 1999          307,449           37.07
Cancelled                                 (40,727)          46.13
Granted                                   172,417           52.28
Exercised                                 (75,124)          15.27
- --------------------------------------------------------------------------
Outstanding at December 2, 2000           364,015           47.76
- --------------------------------------------------------------------------
Exercisable at December 2, 2000           105,670          $46.66
- --------------------------------------------------------------------------

                            Weighted-
                             Average
                            Remaining
                            Years of      Weighted-             Weighted-
Range of          Out-        Con-         Average      Exer-    Average
Exercise         stand-     tractual       Exercise      cise-   Exercise
Prices            ing         Life          Price       able      Price
- --------------------------------------------------------------------------
$39.75-46.88     222,636       7.5         $43.13      76,270    $43.08
 54.75           131,379       9.0          54.75      26,900     54.75
 68.63            10,000       7.6          68.63       2,500     68.63
==========================================================================

     If compensation expense had been determined for the Company's non-qualified
stock option plans based on the fair value at the grant dates consistent with
the method of SFAS No. 123, the Company's net income and income per share would
have been adjusted to the pro forma amounts indicated below:

                                             2000                  1999
- --------------------------------------------------------------------------
Net income:
 As reported                              $49,163               $43,370
 Pro forma                                $48,202               $42,830

Basic income per share:
 As reported                              $  3.53               $  3.14
 Pro forma                                $  3.46               $  3.10

Diluted income per share:
 As reported                              $  3.48               $  3.10
 Pro forma                                $  3.42               $  3.06
- --------------------------------------------------------------------------

     Pro forma amounts for fiscal 1998 are not presented as options granted
prior to 1996 are not considered for purposes of this table. The Company did not
grant stock options during fiscal

                                      33
<PAGE>

1998 for purposes of calculating adjusted pro forma amounts required to be
disclosed under SFAS No. 123. Compensation expense for pro forma purposes is
reflected over the options' vesting period.

     The weighted-average fair value per option at the grant date for options
granted in fiscal 2000 and 1999 was $20.30 and $15.37, respectively. The fair
value was estimated using the Black-Scholes option pricing model with the
following weighted-average assumptions:

                                                       2000      1999
- ----------------------------------------------------------------------
Risk-free interest rate                                6.31%     4.57%
Expected dividend yield                                1.50%     1.50%
Expected volatility factor                            30.60%    30.24%
Expected option term                                7 years   7 years
- ----------------------------------------------------------------------

21/Supplemental Comprehensive Income Information

     In 1999, the Company adopted SFAS No. 130 "Reporting Comprehensive Income"
as required. This statement establishes standards for reporting and display of
comprehensive income and its components in a full set of general-purpose
financial statements. The Company is required to report total comprehensive
income, an amount that will include net income as well as other comprehensive
income. Other comprehensive income refers to revenues, expenses, gains and
losses that under U.S. generally accepted accounting principles have previously
been reported as separate components of equity in the Company's consolidated
financial statements.

     The following table shows ending balances of the components of accumulated
other comprehensive income:

Accumulated Other
Comprehensive Income:                          2000      1999      1998
- ------------------------------------------------------------------------
Foreign currency
     translation, net                      $(19,147)  $(7,113)  $(5,429)
Foreign currency
     adjustment
     included in net
     income                                     259       259       123
Minimum pension
     liability adjustment
     net of taxes of
     $340, $(15) and
     $442 in 2000,
     1999 and 1998                           (1,200)     (668)     (691)
- ------------------------------------------------------------------------
Total accumulated other
     comprehensive
     income                                $(20,088)  $(7,522)  $(5,997)
- ------------------------------------------------------------------------

22/Business Segment Information

     For 2000, the Company revised its segment reporting to reflect business
segments consistent with its current method of internal reporting, which results
in a separate presentation of its Specialty Group. The Specialty Group was
previously included as a component of the North America and Latin America
geographic segments. The Company organizes its business in five reportable
operating segments. The adhesives, sealants and coatings (adhesives) business is
broken down into four geographic segments: North America Adhesives, Europe
Adhesives, Latin America Adhesives and Asia/Pacific Adhesives. The four
geographic segments offer generally similar products and services to industries
such as packaging, graphic arts, automotive, footwear, woodworking, window and
nonwovens. The fifth reportable segment is the Specialty Group, which consists
of five separate operating entities, namely, TEC Specialty Products, Inc.;
Foster Products Corporation, Inc.; Linear Products, Inc.; Paints Division and
the Global Coatings Division. The Specialty Group provides specialty products
for a variety of applications such as, ceramic tile installation (TEC), HVAC
insulation (Foster), powder coatings applied to metal surfaces such as office
furniture, appliances and lawn and garden equipment (Global Coatings), specialty
hot melt adhesives for packaging applications (Linear), and liquid paint sold
through retail outlets (Paints). The Paints Division operates solely in Latin
America while the other four entities in the Specialty Group operate primarily
in North America.

     The Company evaluates the performance of its segments and allocates
resources to them based on operating income which is defined as income before
nonrecurring (charges)/credits, interest expense, gains/(losses) from the sale
of assets and all other non-operating type items. Corporate expenses are fully
allocated to the business segments. Corporate assets are not allocated to the
segments. Inter-segment sales are recorded at cost plus a minor markup for
administrative costs.

     The following tables summarize the financial information about the segments
for all periods presented:

                                      34


<PAGE>

<TABLE>
<CAPTION>
Business Segments                                     Inter-     Operating                        Total
                                          Trade       Segment      Income      Depreciation/      Assets         Capital
                                          Sales        Sales       (Loss)      Amortization        (a)         Expenditures
- ---------------------------------------------------------------------------------------------------------------------------
<S>                            <C>      <C>           <C>         <C>          <C>              <C>            <C>
North America Adhesives        2000     $  590,157    $ 16,662    $ 50,271        $19,492       $  324,565       $ 9,047
                               1999        582,353      26,466      60,174         20,398          344,220        17,403
                               1998        579,202      14,634      45,262         19,863          370,158        21,303
- ---------------------------------------------------------------------------------------------------------------------------
Europe Adhesives               2000        232,089       3,637       9,516         10,101          209,393         8,946
                               1999        256,513       3,419      16,029         11,308          237,493        18,976
                               1998        257,314       3,093       6,841          9,723          261,651        13,705
- ---------------------------------------------------------------------------------------------------------------------------
Latin America Adhesives        2000         77,060       1,307      (1,374)         4,042           65,049         4,493
                               1999         81,073       2,411      (2,298)         3,391           69,923         4,321
                               1998         96,037         437      (2,617)         4,211           68,158         4,248
- ---------------------------------------------------------------------------------------------------------------------------
Asia/Pacific Adhesives         2000        100,992          16       2,496          2,315           73,777         2,109
                               1999         97,589          75       1,354          1,944           80,294         2,896
                               1998         81,315          33      (3,668)         1,519           74,276         3,852
- ---------------------------------------------------------------------------------------------------------------------------
Specialty Group                2000        352,264       1,682      41,292          7,809          217,239         5,198
                               1999        346,930       2,084      45,692          7,582          204,317         8,751
                               1998        333,373       1,549      42,141          6,593          213,344         9,509
- ---------------------------------------------------------------------------------------------------------------------------
Corporate and Unallocated      2000                    (23,304)          -          8,406          120,338        19,251
                               1999                    (34,455)          -          6,153           89,368         3,906
                               1998                    (19,746)          -          7,632           58,582         9,710
- ---------------------------------------------------------------------------------------------------------------------------
Total Company                  2000      1,352,562           -    $102,201        $52,165       $1,010,361       $49,044
                               1999      1,364,458           -     120,951         50,776        1,025,615        56,253
                               1998      1,347,241           -      87,959         49,541        1,046,169        62,327
- ---------------------------------------------------------------------------------------------------------------------------
</TABLE>

(a) Segment assets include primarily inventory, accounts receivables, property,
    plant and equipment and other miscellaneous assets. Corporate and
    unallocated assets include primarily corporate property, plant and
    equipment, deferred tax assets, certain investments and other assets.

                                      35


<PAGE>

Reconciliation of Operating Income to Pretax Income:
                                      2000         1999         1998
- ----------------------------------------------------------------------
Operating income (loss)           $102,201   $  120,951   $   87,959
Nonrecurring (charges)
   credits                             300      (17,204)     (26,748)
Interest expense                   (23,814)     (26,823)     (26,989)
Gain from sale of assets             4,131          366        3,237
All other                           (5,913)      (2,864)      (4,673)
- ----------------------------------------------------------------------
Pretax income                     $ 76,905   $   74,426   $   32,786
- ----------------------------------------------------------------------

Geographic Areas                                          Property,
                                                 Trade    Plant and
                                                 Sales    Equipment
- ----------------------------------------------------------------------
North America                         2000   $  807,140   $  258,230
                                      1999      791,029      258,822
                                      1998      779,499      259,313
- ----------------------------------------------------------------------
Europe                                2000      261,444       67,369
                                      1999      286,921       79,732
                                      1998      286,374       83,395
- ----------------------------------------------------------------------
Latin America                         2000      182,986       45,242
                                      1999      188,919       46,735
                                      1998      197,577       47,083
- ----------------------------------------------------------------------
Asia/Pacific                          2000      100,992       23,848
                                      1999       97,589       27,235
                                      1998       83,791       24,676
- ----------------------------------------------------------------------
Total Company                         2000   $1,352,562   $  394,689
                                      1999    1,364,458      412,524
                                      1998    1,347,241      414,467
- ----------------------------------------------------------------------

23/Quarterly Data (unaudited)

Net sales:                                         2000         1999
- ----------------------------------------------------------------------
First quarter                                $  321,206   $  327,210
Second quarter                                  347,192      348,198
Third quarter                                   323,109      331,916
Fourth quarter                                  361,055      357,134
- ----------------------------------------------------------------------
Total year                                   $1,352,562   $1,364,458
- ----------------------------------------------------------------------

Gross profit:                                      2000         1999
- ----------------------------------------------------------------------
First quarter                                $  101,506   $  104,574
Second quarter                                  108,382      112,490
Third quarter                                    94,230      108,711
Fourth quarter                                  109,093      117,347
- ----------------------------------------------------------------------
Total year                                   $  413,211   $  443,122
- ----------------------------------------------------------------------

Operating income:                                  2000         1999
- ----------------------------------------------------------------------
First quarter                                $   23,805   $   20,516
Second quarter                                   31,917       24,622
Third quarter                                    19,013       27,279
Fourth quarter                                   27,766       31,330
- ----------------------------------------------------------------------
Total year                                   $  102,501   $  103,747
- ----------------------------------------------------------------------

Net income:                                        2000         1999
- ----------------------------------------------------------------------
First quarter                                $    9,730   $    7,599
Second quarter                                   17,772       10,026
Third quarter                                     7,394       12,068
Fourth quarter                                   14,267       13,677*
- ----------------------------------------------------------------------
Total year                                   $   49,163   $   43,370*
- ----------------------------------------------------------------------

Basic net income per share:                        2000         1999
- ----------------------------------------------------------------------
First quarter                                $     0.70   $     0.55
Second quarter                                     1.28         0.73
Third quarter                                      0.53         0.87
Fourth quarter                                     1.02         0.99*
Total year                                   $     3.53   $     3.14*
- ----------------------------------------------------------------------

Diluted net income per share                       2000         1999
- ----------------------------------------------------------------------
First quarter                                $     0.69   $     0.55
Second quarter                                     1.26         0.72
Third quarter                                      0.52         0.86
Fourth quarter                                     1.01         0.97*
Total year                                   $     3.48   $     3.10*
- ----------------------------------------------------------------------

* Fourth quarter net income was $14,418 before the cumulative effect of
  accounting change of $(741) or $(0.05) per share. Total year net income was
  $44,111 before the cumulative effect of accounting change of $(741) or $(0.05)
  per share.


                                      36
<PAGE>

MANAGEMENT'S REPORT


The management of H.B. Fuller Company is responsible for the integrity,
objectivity and accuracy of the financial statements of the Company and its
subsidiaries. The accompanying financial statements, including the notes, were
prepared in conformity with accounting principles generally accepted in the
United States appropriate in the circumstances and include amounts based on the
best judgment of management.

Management is also responsible for maintaining a system of internal accounting
control to provide reasonable assurance that established policies and procedures
are followed, that the records properly reflect all transactions of the Company
and that assets are safeguarded against material loss from unauthorized use or
disposition. Management believes that the Company's accounting controls provide
reasonable assurance that errors or irregularities that could be material to the
financial statements are prevented or would be detected within a timely period
by employees in the normal course of performing their assigned duties.


/s/ Raymond A. Tucker

Raymond A. Tucker
Senior Vice President and
Chief Financial Officer


/s/ Albert P. L. Stroucken

Albert P.L. Stroucken
Chairman of the Board,
President and
Chief Executive Officer

REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and
Stockholders of H.B. Fuller Company

In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, of stockholders' equity and of cash flows
present fairly, in all material respects, the financial position of H.B. Fuller
Company and its subsidiaries at December 2, 2000 and November 27, 1999, and the
results of their operations and their cash flows for each of the three years in
the period ended December 2, 2000, in conformity with generally accepted
accounting principles in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards in the United States of America which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

As discussed in Note 7, in 1999 the Company changed its accounting for start-up
costs to conform with AICPA Statement of Position 98-5.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Minneapolis, Minnesota
January 12, 2001

                                      37
<PAGE>

1990-2000 SELECTED FINANCIAL DATA
H.B. Fuller Company and Subsidiaries


<TABLE>
<CAPTION>
Annual Growth Rate
- ------------------
1-yr      5-yr    10-yr
1999-     1995-   1990-   (Dollars in thousands,
2000      2000    2000    except per share amounts)         2000*       1999       1998       1997         1996
- -----------------------------------------------------------------------------------------------------------------
<S>        <C>    <C>     <C>                             <C>          <C>        <C>        <C>        <C>
    %       %       %     Income Statement Data:
  (0.9)     1.7     5.5   Net sales                       $1,352,562   1,364,458  1,347,241  1,306,789  1,275,716
                          Income from
  11.5      9.5     8.8     continuing operations         $   49,163      44,111     15,990     40,308     45,430
                          Percent of net sales                   3.6         3.2        1.2        3.1        3.6
  13.4     11.4     8.8   Net income                      $   49,163      43,370     15,990     36,940     45,430
                          Percent of net sales                   3.6         3.2        1.2        2.8        3.6
   3.0      4.8     8.1   Depreciation                    $   44,371      43,079     42,317     40,412     40,878
 (11.2)     5.6     5.4   Interest expense                $   23,814      26,823     26,989     19,836     18,881
 (10.5)     8.2     6.4   Income taxes                    $   28,455      31,807     18,826     26,651     31,233
                          Balance Sheet Data:
  (1.5)     4.0     7.5   Total assets                    $1,010,361   1,025,615  1,046,169    917,646    869,275
  19.6      8.0     8.0   Working capital                 $  208,339     174,223    172,740    171,607    141,617
                          Current ratio                          1.9         1.7        1.6        1.7        1.6
                          Net property,
  (4.3)     2.1     6.9     plant and equipment           $  394,689     412,524    414,467    398,561    391,201
                          Long-term debt, excluding
  (5.0)     8.5    11.0     current installments          $  250,464     263,714    300,074    229,996    172,779
   7.5      6.2     7.5   Stockholders' equity            $  404,710     376,380    341,404    339,114    334,740
                          Per Common Share:
                          Income from continuing
                            operations:
  10.7      9.5     8.6     Basic                         $     3.53        3.19       1.16       2.91       3.26
  10.5      9.3     8.6     Diluted                       $     3.48        3.15       1.15       2.88       3.24
                          Net income:
  12.4     11.4     8.6     Basic                         $     3.53        3.14       1.16       2.67       3.26
  12.3     11.2     8.6     Diluted                       $     3.48        3.10       1.15       2.64       3.24
   2.5      6.0     7.6   Dividends paid                  $    0.835       0.815      0.785       0.72      0.655
   6.9      6.1     7.0   Book value                      $    28.65       26.79      24.39      24.48      23.78
                          Common stock price:
  (5.9)    11.5    13.6     High                          $    68.56       72.88      64.81      60.25      47.75
 (26.7)     0.1     7.4     Low                           $    27.95       38.13      34.00      44.50      29.50
                          Other:
                          Return on average
                            stockholders' equity                12.5        12.1        4.7       11.0       14.3
                          Weighted-average common shares
                            outstanding (in thousands):
   0.8      0.0     0.2     Basic                             13,914      13,808     13,721     13,843     13,910
   0.9      0.2     0.2     Diluted                           14,103      13,978     13,844     13,988     14,008
  (3.7)    (4.1)   (0.7)  Number of employees                  5,200       5,400      6,000      6,000      5,900
</TABLE>

*  2000 is a 53-week year. All years 1999-1996 are 52-week years. All other
   years are twelve months ended November 30.



                                      38
<PAGE>


          1995        1994       1993       1992       1991       1990
- --------------------------------------------------------------------------------

     1,243,818   1,097,367    975,287    942,438    861,024    792,230

        31,195      30,863     21,701     35,622     27,687     21,145
           2.5         2.8        2.2        3.8        3.2        2.7
        28,663      30,863      9,984     35,622     27,687     21,145
           2.3         2.8        1.0        3.8        3.2        2.7
        35,134      28,177     24,934     24,865     21,787     20,376
        18,132      11,747     10,459     12,537     14,788     14,028
        19,148      19,782     19,191     24,716     19,173     15,234

       828,929     742,617    564,521    561,204    508,911    489,634
       142,056     129,665    119,905    130,817    108,779     96,097
           1.6         1.6        1.7        1.8        1.7        1.7

       355,123     295,090    232,547    223,153    207,378    202,341

       166,459     130,009     60,261     53,457     71,814     88,240
       299,414     274,805    249,396    255,040    219,050    197,191


          2.24        2.22       1.56       2.58       2.03       1.55
          2.23        2.21       1.55       2.55       2.00       1.53

          2.06        2.22       0.72       2.58       2.03       1.55
          2.05        2.21       0.71       2.55       2.00       1.53
         0.625       0.575       0.54       0.46       0.41       0.40
         21.35       19.70      17.92      18.43      15.96      14.56

         39.75       42.25      42.75      53.25      38.33      19.17
         27.75       29.00      31.25      32.58      18.83      13.75

          10.0        11.5        4.0       15.0       13.3       11.0

        13,884      13,877     13,872     13,778     13,613     13,650
        13,977      13,988     14,006     13,989     13,854     13,811
         6,400       6,400      6,000      5,800      5,600      5,600


                                      39
<PAGE>

INVESTOR INFORMATION

Annual Meeting

The annual meeting of shareholders will be held on Thursday, April 19, 2001, at
2 p.m. at the Science Museum of Minnesota, 120 West Kellogg Boulevard, St. Paul,
Minn. All shareholders are cordially invited to attend.

Form 10-K

H.B. Fuller Company's Form 10-K annual report for the year ended Dec. 2, 2000,
filed with the Securities and Exchange Commission, Washington, D.C., is
available upon request at no charge. Exhibits to the Form 10-K are available at
a charge sufficient to cover postage and handling. This material may be obtained
by writing to:Corporate Secretary, H.B. Fuller Company, P.O. Box 64683, St.
Paul, MN 55164-0683. Or visit our Web site at www.hbfuller.com for complete 10-K
reports for the past three years.

Independent Accountants
PricewaterhouseCoopers LLP, Minneapolis, Minnesota

Investor Contact
Scott Dvorak
Director of Investor Relations

To receive shareholder material through the mail, or if you'd like to be added
to our mailing list, call our Shareholder Services Line at 1-800-214-2523 or
visit our Web site at http://www.hbfuller.com

Number of Common Shareholders
As of Dec. 2, 2000, there were approximately 3,845 common shareholders of
record.

Transfer Agent and Registrar
Wells Fargo Bank, Minnesota, N.A., P.O. Box 64854, St. Paul, MN 55164-0854, 1-
800-468-9716 or 651-450-4064 (in Minnesota).

Web Site
http://www.hbfuller.com


                                  STOCK PRICE
                         Common Stock* (Closing Price)

                                  [BAR CHART]

     First Quarter     Second Quarter     Third Quarter     Fourth Quarter
     1999   $42.38     1999   $63.50      1999   $61.31     1999   $55.25
     2000   $61.50     2000   $39.50      2000   $39.19     2000   $34.75

*H.B. Fuller Company common stock is traded on the NASDAQ exchange under the
symbol: FULL


                                   DIVIDENDS
                                  (Per Share)

                                  [BAR CHART]

     First Quarter     Second Quarter     Third Quarter     Fourth Quarter
     1999   $0.200     1999   $0.205      1999   $0.205     1999   $0.205
     2000   $0.205     2000   $0.210      2000   $0.210     2000   $0.210


                            SHAREHOLDER COMPOSITION

                                  [PIE CHART]
                                      8%
                              Officers/Directors

     13% Employees

                                                            59% Institutions

  20% Individuals

                                      40
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-21
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>SUBSIDIARIES OF THE REGISTRANT
<TEXT>

<PAGE>

            H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES         Exhibit 21
                            AS OF DECEMBER 2, 2000

<TABLE>
<CAPTION>
                                                                                                    PERCENTAGE
                                                                            JURISDICTION OF          OF VOTING
                                 SUBSIDIARY                                  ORGANIZATION           SECURITIES
- --------------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                     <C>
H.B. Fuller Company                                                          United States
              Branches:  Indonesia
Aireline, Inc.                                                               United States            100.0 note b
H.B. Fuller International Inc.                                               United States            100.0
              Branches:  Hong Kong, Singapore
F.A.I. Trading Company                                                       United States            100.0
Fiber-Resin Corp.                                                            United States            100.0
H.B. Fuller Company Puerto Rico                                              United States            100.0 *
Foster Products Corporation                                                  United States            100.0
TEC Specialty Products, Inc.                                                 United States            100.0
H.B. Fuller Licensing & Financing, Inc.                                      United States            100.0
Linear Products, Inc.                                                        United States            100.0
              Branches:  Netherlands
H.B. Fuller Automotive Company                                               United States            100.0
        EFTEC North America, LLC                                             United States             70.0
        EFTEC Latin America                                                     Panama                 88.5
                EFTEC Brasil Ltda.                                              Brazil                 99.9
                   (also owned .1% directly by EFTEC North America, LLC)
                Grupo Placosa EFTEC, S.A. de C.V.                               Mexico                 33.3 note a
        EFTEC Europe Holding AG                                               Switzerland              30.0
                EFTEC AG                                                      Switzerland             100.0
                      EFTEC Sarl                                                France                100.0
                EFTEC AB                                                        Sweden                100.0
                EFTEC Ltd.                                                       U.K.                 100.0
                EFTEC NV                                                        Belgium               100.0
                EFTEC S.A.                                                       Spain                100.0
                EFTEC GmbH                                                      Germany               100.0
                EFTEC Asia Pte. Ltd.                                           Singapore               60.0
                (also owned 20% directly by H.B. Fuller Automotive Co.)
                        EFTEC (Thailand) Co., Ltd.                             Thailand               100.0
                              Changchun EFTEC Chemical Products Ltd.             China                 25.0
                              Shanghai EFTEC Chemical Products Ltd.              China                 60.0
Kativo Chemical Industries, S.A.                                                Panama                99.92
              Branches: Costa Rica (Surcusal)
              (See listing of subsidiaries on the following pages.)
Glidden Avenida Nacional, S.A.                                                  Panama                100.0
Fabrica Pinturas Glidden, S.A.                                                  Panama                100.0
H.B. Fuller Holding Panama Co.                                                  Panama                100.0
        Glidden Panama S.A.                                                     Panama                100.0
        H.B. Fuller Comercial                                                   Panama                100.0 *
         ProColor, S.A.                                                         Panama                100.0
         Adhesivos Industriales, S.A.                                           Panama                100.0 *
Distribuidora Americana, S.A.                                                   Ecuador               100.0 *
H.B. Fuller Austria Gesellschaft m.b.H.                                         Austria               100.0
H.B. Fuller Belgium N.V./S.A.                                                   Belgium                99.8 note c
</TABLE>

                                  Page 1 of 4
<PAGE>

                    H.B FULLER COMPANY AND CONSOLIDATED SUBSIDAIRES   Exhibit 21
                            AS OF DECEMBER 2, 2000

<TABLE>
<CAPTION>
                                                                                                      PERCENTAGE
                                                                             JURISDICTION OF          OF VOTING
                    SUBSIDIARY                                                ORGANIZATION            SECURITIES
- ----------------------------------------------------------------------------------------------------------------
<S>                                                                          <C>                      <C>
H.B. Fuller Deutschland GmbH                                                    Germany                   99.9
        Branches:  Poland
        Isar-Rakoll Chemie, GmbH                                                Germany                  100.0 note b
        H.B. Fuller France S.A.                                                 France                    99.9 note d
        H.B. Fuller Schweiz AG                                                Switzerland                100.0
        Datac Klebstoffe GmbH, Hildesheim                                       Germany                  100.0 *
H.B. Fuller Italia s.r.l.                                                        Italy                    97.0 note e
H.B. Fuller Nederland B.V.                                                    Netherlands                100.0
H.B. Fuller Sverige AB                                                          Sweden                   100.0
H.B. Fuller Espana, S.A.                                                         Spain                   100.0
H.B. Fuller Holdings Limited                                                     U.K.                    100.0
        H.B. Fuller U.K. Operations Ltd.                                         U.K.                    100.0
                H.B. Fuller U.K. Limited                                         U.K.                    100.0
                      Industrial Adhesives Limited                               U.K.                    100.0 note b
                H.B. Fuller Coatings Limited                                     U.K.                    100.0
                    Branches: Dubai, UAE
                H.B. Fuller Linear Products Limited                              U.K.                    100.0 *
                Precis (1746) Limited (formerly Datac Ltd.)                      U.K.                    100.0 note b
H.B. Fuller Canada Holding Co.                                                  Canada                   100.0
        H.B. Fuller Canada Investment Co.                                       Canada                   100.0
        H.B. Fuller Canada                                                      Canada                   100.0
        (owned 99.99% by Canada Holding and .01% by Canada Investment)
H.B. Fuller Mexico, S.A.                                                        Mexico                   100.0
H.B. Fuller Company Australia Pty. Ltd.                                        Australia                 100.0
H.B. Fuller (China) Adhesives Ltd.                                               China                    99.0
H.B. Fuller India Private Limited                                                India                    99.9 note b
H.B. Fuller Japan Company, Ltd.                                                  Japan                   100.0
H.B. Fuller Korea, Ltd.                                                          Korea                   100.0
H.B. Fuller (Malaysia) Sdn. Bhd.                                               Malaysia                  100.0 *
H.B. Fuller Company (N.Z.) Ltd.                                               New Zealand                 99.9
H.B. Fuller (Philippines), Inc.                                               Philippines                93.68
HBF Realty Corporation                                                        Philippines                 40.0
H.B. Fuller Taiwan Co., Ltd.                                                    Taiwan                   100.0
H.B. Fuller (Thailand) Co., Ltd.                                               Thailand                   99.9
Multi-Clean Products Pty. Ltd.                                                 Australia                 100.0 note b
Multi-Clean (Lebanon) S.A.R.L.                                                  Lebanon                  100.0 note b
H.B. Fuller Lebanon S.A.R.L.                                                    Lebanon                  100.0 note b
Nippon Tilement Company, Ltd.                                                    Japan                     9.1

            ________________________________
            Notes:
              *      Inactive
              a      An additional 66.67% of the outstanding voting securities is owned by 6 minority shareholders.
              b      Shell corporation
              c      An additional 0.2% of the outstanding voting securities is owned by H.B. Fuller GmbH, Luneburg
              d      H.B. Fuller Deutschland, GmbH                                      99.94%              73,940 shares
                     H.B. Fuller Company                                                 0.01%                  10 shares
                     H.B. Fuller Licensing & Financing, Inc.                             0.01%                  10 shares
                     H.B. Fuller International, Inc.                                     0.01%                  10 shares
                     H.B. Fuller U.K. Limited                                            0.01%                  10 shares
                     H.B. Fuller Espana, S.A.                                            0.01%                  10 shares
                     Nominee                                                             0.01%                  10 shares
                                                                                     ---------            ---------------
                                                                                       100.00%              74,000 shares
              e      An additional 3.0% of the outstanding voting securities is owned by H.B. Fuller Nederland B.V.
</TABLE>

                                  Page 2 of 4
<PAGE>

        KATIVO CHEMICAL INDUSTRIES, S.A. AND CONSOLIDATED SUBSIDIARIES
                            AS OF DECEMBER 2, 2000

<TABLE>
<CAPTION>
                                                                                                          PERCENTAGE
                                                                                       JURISDICTION OF    OF VOTING
                  SUBSIDIARY                    OWNER OF VOTING SECURITIES              ORGANIZATION      SECURITIES
- -------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                                    <C>                <C>
Chemical Supply, S.A.                           Chemical Supply Corporation               Argentina          100.00 * note a
H.B. Fuller Argentina, S.A.                     Kativo Chemical Industries, S.A.          Argentina           99.99
                                                H.B. Fuller Company                                            0.01
- -------------------------------------------------------------------------------------------------------------------
H.B. Fuller Bolivia, Ltda.                      Kativo Chemical Industries, S.A.           Bolivia            50.00
                                                Chemical Supply Corporation                                   50.00
- -------------------------------------------------------------------------------------------------------------------
H.B. Fuller Brazil, Ltda.                       Chemical Supply Corporation                Brazil             85.87
                                                Kativo Chemical Industries, S.A.                              14.11
                                                Kativo de Panama, S.A.                                         0.02
Adhesivos H.B. Fuller (Sul) Ltda.               Chemical Supply Corporation                Brazil             99.81 *  note b
                                                Kativo Chemical Industries, S.A.                               0.15
                                                H.B. Fuller Brazil, Ltda.                                      0.04
Chemical Supply de Brazil Solventes, Ltda.      Adhesivos H.B. Fuller (Sul) Ltda.          Brazil             99.93 *  note a
                                                H.B. Fuller Brazil, Ltda.                                      0.07
- -------------------------------------------------------------------------------------------------------------------
H.B. Fuller Chile, S.A.                         Kativo Chemical Industries, S.A.            Chile             99.99
                                                Minority                                                       0.01
- -------------------------------------------------------------------------------------------------------------------
H.B. Fuller Colombia, Ltda.                     Kativo Chemical Industries, S.A.          Colombia            98.00
                                                Minority                                                       2.00
- -------------------------------------------------------------------------------------------------------------------
Kativo Costa Rica, S.A.                         Kativo Chemical Industries, S.A.         Costa Rica          100.00
Reca Quimica, S.A.                              Kativo Chemical Industries, S.A.         Costa Rica          100.00
H.B. Fuller Centroamerica, S.A.                 Kativo Chemical Industries, S.A.         Costa Rica          100.00
Resistol, S.A.                                  Kativo Chemical Industries, S.A.         Costa Rica          100.00 *
- -------------------------------------------------------------------------------------------------------------------
H.B. Fuller Caribe, S.A.                        Kativo Chemical Industries, S.A.     Dominican Republic       90.60
                                                Chemical Supply Corporation                                    8.82
                                                Kativo Panama, S.A.                                            0.01
                                                Kativo Honduras, S.A.                                          0.01
                                                H.B. Fuller Centroamerica, S.A.                                0.01
                                                Olga Ferrer                                                    0.54
                                                Juan Bancalari                                                 0.01
- -------------------------------------------------------------------------------------------------------------------
H.B. Fuller Ecuador, S.A.                       Kativo Chemical Industries, S.A.           Ecuador            50.00
                                                Chemical Supply Corporation                                   50.00
- -------------------------------------------------------------------------------------------------------------------
Kativo de El Salvador                           Kativo Chemical Industries, S.a.         El Salvador         100.00 *
Kativo Industrial de El Salvador, S.A.          Kativo Chemical Industries, S.A.         El Salvador          80.00
                                                Chemical Supply Corporation                                   20.00
H.B. Fuller El Salvador, S.A.                   Kativo Chemical Industries, S.A.         El Salvador          80.00 *
                                                Chemical Supply Corporation                                   20.00
Deco Tintas de El Salvador, S.A.                Kativo Chemical Industries, S.A.         El Salvador          80.00 *  note b
                                                Chemical Supply Corporation                                   20.00
- -------------------------------------------------------------------------------------------------------------------
Kativo Comercial de Guatemala, S.A.             Kativo Chemical Industries, S.A.          Guatemala           80.00
                                                Chemical Supply Corporation                                   20.00
H.B. Fuller Guatemala, S.A.                     Chemical Supply Corporation               Guatemala          100.00 *
Resistol, S.A.                                  H.B. Fuller Guatemala, S.A.               Guatemala          100.00 *
- -------------------------------------------------------------------------------------------------------------------
Kativo de Honduras, S.A.                        Kativo Chemical Industries, S.A.          Honduras            69.29
                                                Fuller Istmena, S.A.                                          30.65
                                                H.B. Fuller Panama, S.A.                                       0.02
                                                Kativo de Panama, S.A.                                         0.02
                                                Chemical Supply Corporation                                    0.02
- -------------------------------------------------------------------------------------------------------------------
Aerosoles de Centroamerica, S.A.                Kativo Chemical Industries, S.A.          Honduras            99.88
                                                H.B. Fuller Panama, S.A.                                       0.09
                                                Chemical Supply Corporation                                    0.01
</TABLE>

                                  Page 3 of 4
<PAGE>

        KATIVO CHEMICAL INDUSTRIES, S.A. AND CONSOLIDATED SUBSIDIARIES
                            AS OF DECEMBER 2, 2000

<TABLE>
<CAPTION>
                                                                                                          PERCENTAGE
                                                                                      JURISDICTION OF     OF VOTING
                  SUBSIDIARY                    OWNER OF VOTING SECURITIES            ORGANIZATION        SECURITIES
- --------------------------------------------------------------------------------------------------------------------
<S>                                             <C>                                   <C>                 <C>
                                                Papeleria e Imprenta Calderon                                  0.02
                                                Teodorica Sierra                                               0.01
- --------------------------------------------------------------------------------------------------------------------
Kativo Comercial, S.A.                          Kativo Chemical Industries, S.A.          Honduras            15.00
                                                Fuller Istmena, S.A.                                          25.00
                                                Kativo de Panama, S.A.                                        25.00
                                                H.B. Fuller Panama, S.A.                                      15.00
                                                Chemical Supply Corporation                                   20.00
- --------------------------------------------------------------------------------------------------------------------
H.B. Fuller Honduras, S.A.                      Kativo Chemical Industries, S.A.          Honduras            20.00 * note b
                                                Fuller Istmena, S.A.                                          20.00
                                                Kativo de Panama, S.A.                                        20.00
                                                H.B. Fuller Panama, S.A.                                      20.00
                                                Chemical Supply Corporation                                   20.00
- --------------------------------------------------------------------------------------------------------------------
Industrias Kativo de Nicaragua, S.A.            Kativo Chemical Industries, S.A.          Nicaragua           99.99
                                                Minority                                                       0.01
H.B. Fuller Nicaragua, S.A.                     Kativo Chemical Industries, S.A.          Nicaragua           99.80 *
                                                Minority                                                       0.20
- --------------------------------------------------------------------------------------------------------------------
Chemical Supply Corporation                     Kativo Chemical Industries, S.A.           Panama            100.00
Kativo de Panama, S.A.                          Kativo Chemical Industries, S.A.           Panama            100.00 *  note b
Fuller Istmena, S.A.                            Kativo de Panama, S.A.                     Panama            100.00 *  note b
Deco Tintas Comerciales, S.A.                   Kativo Chemical Industries, S.A.           Panama            100.00 *  note b
H.B. Fuller Panama, S.A.                        Kativo Chemical Industries, S.A.           Panama            100.00 *  note b
Deco Tintas de Panama, S.A.                     Kativo Chemical Industries, S.A.           Panama            100.00 *  note b
Sistemas Integrados, S.A.                       H.B. Fuller Panama, S.A.                   Panama            100.00 *  note b
- --------------------------------------------------------------------------------------------------------------------
Chemical Supply Peruana, S.A.                   Chemical Supply Corporation                 Peru              99.99 *  note a
                                                Minority                                                       0.01
H.B. Fuller Peru, S.A.                          Kativo Chemical Industries, S.A.            Peru              99.00
                                                Minority (Peru atty)                                           1.00
- --------------------------------------------------------------------------------------------------------------------
H.B. Fuller Caribbean                           H.B. Fuller Caribe (Dominicana)          Puerto Rico         100.00
- --------------------------------------------------------------------------------------------------------------------
H.B. Fuller Uruguay, S.A.                       H.B. Fuller Argentina, S.A.                Uruguay           100.00
- --------------------------------------------------------------------------------------------------------------------
H.B. Fuller Venezuela, C.A.                     Kativo Chemical Industries, S.A.          Venezuela          100.00 *  note b
- --------------------------------------------------------------------------------------------------------------------
</TABLE>

* -- Inactive Entities
a -- Liquidation process has begun.
b -- To be liquidated.

                                  Page 4 of 4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>CONSENT OF PRICEWATERHOUSECOOPERS LLP
<TEXT>

<PAGE>

                                                                      Exhibit 23


                       CONSENT OF INDEPENDENT ACCOUNTANTS


We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (Registration Nos. 2-73650, 33-50786, 333-24703, 333-
50005, 333-50827, 333-89453, 333-48420, 333-44496, and 333-48418) and Form S-3
(Registration No. 33-53387) of H.B. Fuller Company of our report dated January
12, 2001 relating to the consolidated financial statements, which appears in the
Annual Report to Shareholders, which is incorporated in this Annual Report on
Form 10-K405.


/s/ PricewaterhouseCoopers LLP
- ------------------------------
PricewaterhouseCoopers LLP
Minneapolis, Minnesota
March 1, 2001
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24
<SEQUENCE>6
<FILENAME>0006.txt
<DESCRIPTION>POWERS OF ATTORNEY
<TEXT>

<PAGE>

                                                                      Exhibit 24

                               POWER OF ATTORNEY

     KNOW ALL MEN BY THESE PRESENTS, that the undersigned directors of H.B.
FULLER COMPANY, a Minnesota corporation, which proposes to file with the
Securities and Exchange Commission, Washington D.C. 20549, under the provisions
of the Securities Exchange Act of 1934, as amended, a Form 10-K Annual Report
for the Company's fiscal year ended December 2, 2000, hereby constitute and
appoint ALBERT P.L. STROUCKEN, RAYMOND A. TUCKER AND RICHARD C. BAKER his/her
true and lawful attorneys-in-fact and agents, and each of them, with full power
to act without the other, for him/her and in his/her name, place and stead to
sign such annual report with power, where appropriate, to affix the corporate
seal of said Company thereto, and to attest said seal, and to file such annual
report so signed, with all exhibits thereto, and any and all other documents in
connection therewith, with the Securities and Exchange Commission and with the
appropriate office of any state, hereby granting unto said attorneys-in-fact and
agents, and each of them, full power and authority to do and perform any and all
acts and things requisite and necessary to be done in and about the premises, as
fully to all intents and purposes as he/she might do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them,
may lawfully do or cause to be done by virtue hereof.

     IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
7th day of December, 2000.


_______________________________          /s/ Reatha Clark King
ANTHONY L. ANDERSEN                      ------------------------------------
Director                                 REATHA CLARK KING
                                         Director

/s/ Norbert R. Berg                      /s/ Walter Kissling
- -------------------------------          ------------------------------------
NORBERT R. BERG                          WALTER KISSLING
Director                                 Director


/s/ Edward L. Bronstien, Jr.             /s/ John J. Mauriel, Jr.
- -------------------------------          ------------------------------------
EDWARD L. BRONSTIEN, JR.                 JOHN J. MAURIEL, JR.
Director                                 Director


/s/ Robert J. Carlson                    /s/ Lee R. Mitau
- -------------------------------          ------------------------------------
ROBERT J. CARLSON                        LEE R. MITAU
Director                                 Director


/s/ Freeman A. Ford                      /s/ Albert P.L. Stroucken
- -------------------------------          ------------------------------------
FREEMAN A. FORD                          ALBERT P.L. STROUCKEN
Director                                 Chairman of the Board, President and
                                         Chief Executive Officer and Director

/s/ Gail D. Fosler
- -------------------------------
GAIL D. FOSLER
Director

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
