Stockholders' Equity

12 Months Ended

Nov. 30, 2013

Stockholders' Equity [Abstract]

Stockholders' Equity Disclosure

Note 10: Stockholders' Equity

Preferred Stock: The board of directors is authorized to issue up to 10,045,900 shares of preferred stock that may be issued in one or more series and with such stated value and terms as the board of directors may determine.

Common Stock: There were 160,000,000 shares of common stock with a par value of $1.00 authorized and 50,228,543 and 49,903,266 shares issued and outstanding at November 30, 2013 and December 1, 2012, respectively.

On September 30, 2010, the Board of Directors authorized a share repurchase program of up to $100,000 of our outstanding common shares. Under the program, we are authorized to repurchase shares for cash on the open market, from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements. Upon repurchase of the shares, we reduce our common stock for the par value of the shares with the excess being applied against additional paid-in capital. During 2013, we repurchased 375,000 shares for $15,292 and during 2012, we repurchased 100,000 shares for $2,999 under this program. Up to $74,218 of our outstanding common shares may still be repurchased under the share repurchase program.

Common Shares Outstanding	2013	2012	2011
Beginning balance	49,903,266	49,449,579	49,194,251
Stock options exercised	462,427	430,000	538,709
Shares swapped for stock option exercises	-	(3,619)	(11,017)
Deferred compensation paid	51,521	19,389	17,233
Restricted units vested	67,828	53,927	49,640
Restricted shares granted	186,352	128,427	145,038
Shares withheld for taxes	(62,124)	(54,289)	(48,675)
Restricted shares forfeited	(5,727)	(20,148)	(90,154)
Shares repurchased under repurchase program	(375,000)	(100,000)	(345,446)
Ending balance	50,228,543	49,903,266	49,449,579

Shareholder Rights Plan: The shareholder rights plan provides each holder of a share of common stock a right to purchase one one-hundredth of a share of preferred stock for $95, subject to adjustment. No fraction of a preferred share (other than fractions in integral multiples of one one-hundredth of a share) will be issued. Preferred shares purchased upon exercise of the rights will not be redeemable. Each preferred share will be entitled to a preferential quarterly dividend payment, a preferential liquidation payment, voting rights, and participation in any merger, consolidation or other transaction in which common shares are exchanged. These rights are not currently exercisable. In the event any person becomes an Acquiring Person (as defined in the rights plan), each holder of a right will thereafter have a right to receive, upon exercise thereof at the then current aggregate exercise price, in lieu of preferred shares, such number of common shares of ours having a current aggregate market price equal to twice the current aggregate exercise price. In the event that at any time after there is an Acquiring Person we are acquired in certain mergers or other business combination transactions or 50 percent or more of the assets or earning power of us and our subsidiaries (taken as a whole) are sold, holders of the rights will thereafter have the right to receive, upon exercise thereof at the then current aggregate exercise price, such number of common shares of the acquiring company (or, in certain cases, one of its affiliates) having a current aggregate market price equal to twice the current aggregate exercise price. Rights held by an acquiring person are void. We may redeem or exchange the rights in certain instances. Unless extended or redeemed, the rights expire on July 31, 2016.

At the end of 2011, we repurchased the 20 percent holding that Sekisui Chemical had in our China entities. The table below presents the effect of this repurchase on our stockholders' equity:

	2013		2012		2011
Net income attributable to H.B. Fuller	$	96,761	$	125,622	$	89,105
Decrease in additional paid-in-capital for repurchase of non-controlling interest		-		-		(6,610)
Change from net income attributable to H.B. Fuller and transfers to non-controlling interest	$	96,761	$	125,622	$	82,495