8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

Amendment No. 1

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

March 5, 2012

Date of Report (Date of earliest event reported)

H.B. FULLER COMPANY

(Exact name of registrant as specified in its charter)

Minnesota	001-09225	41-0268370
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1200 Willow Lake Boulevard

P.O. Box 64683

St. Paul, MN 55164-0683

(Address of principal executive

offices, including zip code)

(651) 236-5900

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.01 Completion of Acquisition or Disposition of Assets

H.B. Fuller Company (the “Company”), filed a Current Report on Form 8-K with the Securities and Exchange Commission on March 8, 2012 (the “Original Form 8-K”) to, among other things, report the completion of the Company’s acquisition of the global industrial adhesives and synthetic polymers business (the “Business”) of Forbo Holding AG (“Forbo”) pursuant to the Master Purchase Agreement, dated December 21, 2011, between the Company and Forbo. This Form 8-K/A amends Item 9.01 of the Original Form 8-K for the purpose of filing the financial statements and pro forma financial information required by Item 9.01 with respect to the Company’s acquisition of the Business.

Item 9.01 Financial Statements and Exhibits

(a) Financial Statements of Businesses Acquired.

The audited combined financial statements of the Business as of and for the years ended December 31, 2010 and 2009 are attached as Exhibit 99.1 to this Form 8-K/A and incorporated by reference into this Form 8-K/A.

The consent of PricewaterhouseCoopers AG is attached as Exhibit 23.1 to this Form 8-K/A and incorporated by reference into this Form 8-K/A.

The unaudited condensed combined financial information of the Business as of and for the six month period ended June 30, 2011 and 2010 are attached as Exhibit 99.2 to this Form 8-K/A and incorporated by reference into this Form 8-K/A.

The awareness letter from PricewaterhouseCoopers AG is attached as Exhibit 15.1 to this Form 8-K/A and incorporated by reference into this Form 8-K/A.

(b) Pro Forma Financial Information.

The following unaudited pro forma condensed combined financial information related to the Company’s acquisition of the Business is attached as Exhibit 99.3 to this Form 8-K/A and incorporated by reference into this Form 8-K/A:

(i) Unaudited pro forma condensed combined balance sheet as of March 3, 2012;

(ii) Unaudited pro forma condensed combined statement of income for the fiscal year ended December 3, 2011; and

(iii) Unaudited pro forma condensed combined statement of income for the 13 weeks ended March 3, 2012.

(d) Exhibits.

No. Description

15.1 Awareness letter from PricewaterhouseCoopers AG.

23.1 Consent of PricewaterhouseCoopers AG.

99.1 Audited combined financial statements of the Business as of and for the years ended December 31, 2010 and 2009.

99.2 Unaudited condensed combined financial information of the Business as of and for the six month period ended June 30, 2011 and 2010.

99.3 Unaudited pro forma condensed combined financial information as of and for the 13 weeks ended March 3, 2012 and unaudited pro forma condensed combined statement of income for the fiscal year ended December 3, 2011.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	H.B. FULLER COMPANY
Date: May 21, 2012	By:	/s/ James R. Giertz
		James R. Giertz
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

No. Description

15.1 Awareness letter from PricewaterhouseCoopers AG.

23.1 Consent of PricewaterhouseCoopers AG.

99.1 Audited combined financial statements of the Business as of and for the years ended December 31, 2010 and 2009.

99.2 Unaudited condensed combined financial information of the Business as of and for the six month periods ended June 30, 2011 and 2010.

99.3 Unaudited Pro Forma Financial Information as of and for the 13 weeks ended March 3, 2012 and unaudited pro forma condensed combined statement of income for the fiscal year ended December 3, 2011.

EX-15.1

Exhibit 15.1

18 May 2012

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Re: H.B. Fuller Company

Registration Statements on Form S-8

(No. 333-158610)

(No. 333-151841)

(No. 333-135772)

(No. 333-48420)

(No. 333-89453)

(No. 333-50827)

(No. 333-50005)

Commissioners:

We are aware that our report dated March 28, 2012 on our review of condensed combined financial information of Forbo Industrial Adhesives for the six month periods ended June 30, 2011 and June 30, 2010 and included in the H.B. Fuller Company’s current report on Form 8-K/A (No. 001-09225) is incorporated by reference in the Registration Statements referred to above. Pursuant to Rule 436(c) under the Securities Act of 1933, such report should not be considered a part of such registration statements, and is not a report within the meaning of Sections 7 and 11 of that Act.

A review is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards in the U.S. and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we did not express an audit opinion.

Very truly yours,

PricewaterhouseCoopers AG

/s/ Daniel Ketterer	/s/ Reto Tognina
Daniel Ketterer	Reto Tognina

PricewaterhouseCoopers AG, Birchstrasse 160, Postfach, CH-8050 Zürich, Switzerland

Telephone: +41 58 792 44 00, Facsimile: +41 58 792 44 10, www.pwc.ch

PricewaterhouseCoopers AG is a member of the global PricewaterhouseCoopers network of firms, each of which is a separate and independent legal entity.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-158610, 333-151841, 333-135772, 333-48420, 333-89453, 333-50827, 333-50005) of H.B. Fuller Company of our report dated January 24, 2012 relating to the combined financial statements of Forbo Industrial Adhesives which appears in the current report on Form 8-K/A of H.B. Fuller Company dated May 18, 2012.

PricewaterhouseCoopers AG

/s/ Daniel Ketterer	/s/ Reto Tognina
Daniel Ketterer	Reto Tognina

Zurich

May 18, 2012

EX-99.1

Exhibit 99.1

Financial Report

Industrial Adhesives financial report
Combined balance sheet	2
Combined income statement	3
Combined comprehensive income statement	4
Combined statement of changes in equity	5
Combined cash flow statement	6
Notes – accounting principles	7
Notes	15
Industrial Adhesives companies	36
Report of the auditor	37

Combined balance sheet

		31.12.2010		31.12.2009		01.01.2009
Combined Balance Sheet
CHF m	Note
Assets
Non-current assets			220.5		249.6	258.6
Property, plant and equipment	15		85.9		101.3	105.9
Intangible assets	16		111.5		123.1	125.5
Deferred tax assets	14		22.8		24.7	26.6
Non-current financial assets			0.3		0.5	0.6
Current assets			159.3		164.7	166.9
Inventories	17		60.4		53.5	54.0
Trade receivables	18		70.5		72.6	79.7
Other receivables			3.2		9.8	4.6
Prepaid expenses and deferred charges			2.3		3.0	2.8
Marketable securities			-		0.1	0.0
Cash and cash equivalents	19		22.9		25.7	25.8
Total assets			379.8		414.3	425.5
Equity and liabilities
Equity			87.7		114.2	118.1
Share Capital	21		22.2		22.2	22.2
Reserves and retained earnings			65.5		92.0	95.9
Non-current liabilities			200.8		201.2	221.8
Non-current financial debt	22		158.1		154.3	172.3
Employee benefit obligations	23		11.1		13.6	14.9
Non-current provisions	24		4.6		4.0	4.2
Deferred tax liabilities	14		27.0		29.3	30.4
Current liabilities			91.3		98.9	85.6
Trade payables	25		48.5		46.1	47.1
Current provisions	24		0.2		0.2	0.1
Accrued expenses	26		23.1		21.7	17.4
Current financial debt	27		7.6		17.8	7.3
Current tax liabilities			1.1		2.3	0.7
Other current liabilities	28		10.8		10.8	13.0
Total liabilities			292.1		300.1	307.4
Total equity and liabilities			379.8		414.3	425.5

The accompanying notes are an integral part of the combined financial statements.

2/38

Combined income statement

		2010	2009
Combined Income Statement
CHF m	Note
Net sales		503.0	478.7
Cost of goods sold		-415.5	-384.4
Gross profit		87.5	94.3
Development costs	6	-9.7	-10.1
Marketing and distribution costs		-37.4	-37.8
Administrative costs	7	-14.6	-15.4
Other operating expenses	8	-7.7	-10.2
Other operating profit	9	3.6	1.6
Operating profit		21.7	22.4
Headquarter and trademark fees	11	-7.6	-10.8
Financial income	12	0.2	1.0
Financial expenses	13	-8.5	-5.4
Group profit before taxes		5.8	7.2
Income taxes	14	-3.8	-4.7
Group profit for the year		2.0	2.5

The accompanying notes are an integral part of the combined financial statements.

3/38

Combined comprehensive income statement

	2010	2009
Combined Comprehensive Income Statement
CHF m
Group profit for the year	2.0	2.5
Components of other comprehensive income:
Translation differences	-14.3	1.1
Actuarial loss on pension liabilities	0.0	-1.1
Other comprehensive income for the year	-14.3	0.0
Total comprehensive income	-12.3	2.5

The items reported in ‘Other comprehensive income for the year’ are presented net of tax and include the income tax effects that are explained in note 14 ‘Income taxes’.

The accompanying notes are an integral part of the combined financial statements.

4/38

Combined statement of changes in equity

2010 CHF m	Share         capital		Retained       Earnings		Revaluation reserve		Translation differences		Total
January 1, 2010		22.2		78.9		17.3		-4.2	114.2
Group profit				2.0					2.0
Other comprehensive income				0.0				-14.3	-14.3
Total comprehensive income		0.0		2.0		0.0		-14.3	-12.3
Change in revaluation reserve						-0.3			-0.3
Dividend payment				-13.9					-13.9
December 31, 2010		22.2		67.0		17.0		-18.5	87.7
2009 CHF m	Share capital		Retained Earnings		Revaluation reserve		Translation differences		Total
January 1, 2009		22.2		84.4		16.8		-5.3	118.1
Group profit				2.5					2.5
Other comprehensive income				-1.1				1.1	0.0
Total comprehensive income		0.0		1.4		0.0		1.1	2.5
Change in revaluation reserve						0.5			0.5
Capital decrease				-0.4					-0.4
Dividend payment				-6.5					-6.5
December 31, 2009		22.2		78.9		17.3		-4.2	114.2

The accompanying notes are an integral part of the consolidated financial statements.

5/38

Combined cash flow statement

	2010		2009
Combined Cash Flow Statement
CHF m
Cash flow from operating activities
Group profit for the year		2.0		2.5
Tax expense		3.8		4.7
Group profit before taxes		5.8		7.2
Net financial expenses		8.3		4.4
Headquarter and trademark fees		7.6		10.8
Depreciation on property, plant and equipment		9.8		10.1
Amortization on intangible assets		0.2		0.5
Profit from disposal of non-current assets		-0.6		0.0
Income tax paid		-0.8		-0.1
Increase/decrease(-) in provisions and employee benefit obligations		0.6		-2.7
Increase(-)/decrease in operating working capital		-4.6		1.9
Net cash flow from operating activities		26.3		32.1
Cash flow from investing activities
Purchase of non-current assets		-9.2		-7.8
Proceeds from the disposal of non-current assets		2.6		1.1
Decrease in loans receivable		0.2		0.1
Other investing activities		0.2		0.9
Net cash flow from investing activities		-6.2		-5.7
Cash flow from financing activities
Increase/decrease (-) in current financial debt		-8.2		10.7
Increase/decrease (-) in non-current financial debt		18.1		-14.5
Interest paid		-8.4		-5.6
Interest received		0.0		0.1
Dividend payments		-13.9		-6.5
Headquarter and trademark fees		-7.6		-10.8
Net cash flow  from financing activities		-20.0		-26.6
Change in cash and cash equivalents
Increase/decrease (-) in cash and cash equivalents		0.1		-0.2
Translation differences on cash and cash equivalents		-2.9		0.1
Total cash and cash equivalents at beginning of year		25.7		25.8
Total cash and cash equivalents at year-end		22.9		25.7

The accompanying notes are an integral part of the consolidated financial statements.

6/38

Notes – accounting principles

1 General information

The Combined Financial Statements (“Financial Statements”) of Forbo Industrial Adhesives (“IA”) have been prepared for the purpose of a potential sale of IA. The Financial Statements aggregate the accounts of all IA companies (“IA companies” or “the Group”) listed in the section “Industrial Adhesives companies” (page 36). These IA companies, which would be part of a potential sale, operate under common IA management. There were no changes in scope for the aggregation in the years presented.

IA develops, manufactures and distributes adhesives for industrial applications as well as synthetic polymers and is part of the Forbo Bonding Systems operating segment.

2 Summary of significant accounting policies

The principal accounting policies applied in the preparation of these combined financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Basis of preparation

The Financial Statements have been prepared as a carve-out from the accounting records of the audited consolidated financial statements of Forbo Holding Ltd. The accounting policies applied are therefore in line with the accounting policies set out in the 31 December 2010 Forbo Holding Ltd. published annual report.

The Financial Statements have been prepared in accordance with the International Financial Reporting Standards (IFRS). They were drawn up on the basis of the audited financial statements of the IA companies prepared according to uniform corporate accounting policies. The reporting date for all IA companies is December 31.

These are the first combined financial statements prepared in accordance with International Financial Reporting Standards (IFRS) of IA. The accounting policies set out in this note have been consistently applied in preparing the financial statements for the year ended 31 December 2010 and the comparative information presented in these financial statements for the year ended 31 December 2009. IA’s date of transition is 1 January 2009. Since IA’s financial statements are based on a carve-out from the accounting records of the audited consolidated financial statements of Forbo Holding AG, IA has not previously prepared any financial statements and therefore no reconciliations to explain the transition from previous GAAP to IFRSs can be provided. The accounting policies applied are in line with the accounting policies set out in the 31 December 2010 Forbo Holding AG annual report. IA did not make use of any IFRS 1 exemptions and exceptions. The financial statements are presented, as if they always had been prepared in accordance with IFRS.

The financial statements have been prepared in accordance with the principle of historical purchase and production costs with the exception of land and building which are measured at fair value. The preparation of the combined financial statements requires management to make estimates and assumptions that can affect reported revenues, expenses, assets, liabilities and contingent assets and liabilities at the date of the financial statements. If the estimates and assumptions made by management at the date of the financial statements to the best of its knowledge differ from the actual circumstances, the original estimates and assumptions will be adjusted in the reporting year in which the circumstances have changed. The comparable data were, where necessary, restated and supplemented and the presentation adjusted.

Scope and principles of the combined financial statements

The Financial Statements have been prepared as a carve-out from the accounting records of the audited consolidated financial statements of Forbo Holding Ltd.

All IA intercompany transactions, balances and unrealized gains and losses have been eliminated.

Transactions and balances with Forbo Holding Ltd. as ultimate parent and its subsidiaries are included in these Financial Statements and disclosed as transactions with related parties.

The equities of IA companies that are controlled by other than Industrial Adhesives Forbo group companies have not been eliminated.

The purchase method of accounting has been used to account for the acquisition of IA subsidiaries controlled by other IA companies. The value of the transferred consideration in a business combination is recognized at the fair value on the acquisition date. The consideration includes cash payments and the fair value of the assets transferred, liabilities incurred or assumed, and equity instruments issued by the

7/38

acquirer on the transaction date. Liabilities dependent on future events which are based on agreements on contingent considerations are accounted for at their fair value in the accounting treatment of the acquisition. Directly distributable acquisition costs are reported in the income statement in the period in which they are incurred. At the acquisition date, the acquirer recognizes the acquired identifiable assets, liabilities, and any non-controlling interest in the acquiree. The acquired identifiable assets and liabilities assumed are recognized at their fair value. Provided the acquirer does not acquire a 100% share in the acquiree, the non-controlling interest is recognized as the proportionate share of the fair value of the net assets acquired. Goodwill is the excess of the cost of the business combination over the acquirer’s interest in the fair value of the acquired net assets. If the accounting for a business combination can be determined only provisionally by the end of the period in which the combination is effected, provisional values are used. During the measurement period, the provisional values are adjusted retroactively. Further assets and liabilities can be recognized in order to include new information about facts and circumstances at the acquisition date which would have influenced the measurement of the amounts recognized had they been known at the time. The measurement period does not last more than twelve months from the date of acquisition. Goodwill is not amortized but is tested for impairment after each reporting date.

Foreign currency translation

The individual companies generally prepare their financial statements in the local currency. The local currency (functional currency) as a rule corresponds to the currency of the primary economic environment in which the company operates. Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of transactions or the dates of valuation where items are remeasured. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognized in the income statement. Translation differences on non-monetary financial assets and liabilities whose changes in fair value are recognized in income are reported in the income statement. However, translation differences on non-monetary financial assets whose changes in fair value are recognized in the other comprehensive income statement are taken to reserves.

The financial statements are prepared in Swiss francs. Unless otherwise noted, all sums are stated in millions of Swiss francs (CHF m) and are generally rounded to one decimal place. The annual statements of foreign IA companies stated in foreign currencies are translated into Swiss francs as follows: assets and liabilities at year-end exchange rates; the income statement and cash flow statement at average exchange rates for the year. Currency translation differences arising from the different translation of balance sheets and income statements and from equity capital transactions are offset against combined equity and taken to the income statement in the event the company is divested.

On combination, exchange differences arising from the translation of net investment in independent foreign operations are recognized in other comprehensive income. When a foreign operation is disposed of, exchange differences that were recorded in the other comprehensive income are transferred to the income statement as part of the gain or loss on sale.

The following exchange rates have been applied for the most important currencies concerned:

	xxx,xxx,xxx		xxx,xxx,xxx		xxx,xxx,xxx		xxx,xxx,xxx		xxx,xxx,xxx
		Income statement (average exchange rates for the year)				Balance sheet (year-end  exchange rates)
Currency		2010		2009		2010		2009
CHF
Euro zone	EUR		1.38		1.51		1.25		1.49
USA	USD		1.04		1.09		0.94		1.03
China	CNY		15.40		15.88		14.20		15.11
Great Britain	GBP		1.61		1.70		1.46		1.66
Canada	CAD		1.01		0.95		0.94		0.98
Turkey	TRY		0.69		0.70		0.61		0.69

Maturities

Assets are designated current assets if they are realized or consumed in the IA’s ordinary business cycle within one year or are held for trading purposes. All other assets are assigned to non-current assets.

All obligations which IA intends to settle within the ordinary business cycle using operating cash flows or which are due within one year of the reporting date are assigned to current liabilities. All other obligations are assigned to non-current liabilities.

Net sales and revenue recognition

Sales revenue includes the fair value of the consideration received or to be received for the sale of goods and services as part of ordinary business activity. Sales revenue is reported net of sales tax, returns, discounts and rebates, as well as after elimination of intra-IA sales.

8/38

IA recognizes sales revenue when the amount of the revenue can be reliably determined and when it is sufficiently likely that the company concerned will derive an economic benefit. The amount of the revenue can only be reliably determined once contingencies (where applicable) concerning the sale have been settled. IA makes estimates on the basis of historical data, taking into account features specific to the customers, transactions, and agreements. Appropriate provisions are made for expected warranty claims.

Research and development

All research costs are posted directly to the income statement in the period in which they are incurred. Development costs must be capitalized if all the recognition criteria have been met, the research phase can be clearly distinguished from the development phase and costs can be clearly allocated to individual project phases without any overlap. Development expenses that do not meet these criteria are taken to the income statement.

Income taxes

Income taxes constitute the total of current and deferred income taxes.

Current income taxes are determined on the basis of taxable profits and the applicable tax laws of the individual countries. They are recognized as an expense in the accounting period in which the profits are made. The profit on which taxes are to be paid differs from the profit or loss for the year in the income statement since it excludes expenses and revenues that will only be taxable or tax-deductible in subsequent years if at all. IA’s liability for current income taxes is calculated on the basis of the applicable tax rates.

Deferred tax liabilities are recognized for temporary differences between assets and liabilities in the balance sheet and the amounts as measured for tax purposes if they will result in taxable income in future. Deferred tax assets are reported for temporary differences that will result in deductible amounts in future periods and for tax effects from fiscally offsettable losses, but only insofar as it is likely that sufficient taxable profits will be available against which these differences can be offset. Deferred taxes are not reported if the temporary differences arise from the recognition of goodwill or from the initial recognition of other assets or liabilities which relate to events not affecting taxable income or the profit for the year.

Deferred tax assets and tax liabilities are measured at the tax rates that are expected to apply in the period in which the asset will be realized or the liability will be settled based on enacted rates. Current and deferred tax assets and liabilities are offset when they arise from the same tax reporting group, relate to the same tax authority, the legal right to offset exists, and they are intended to be settled net or realized simultaneously.

The carrying amount of the deferred tax assets is assessed each year on the reporting date and reduced if it is no longer likely that sufficient taxable profits will be available to realize the asset either wholly or in part.

Current and deferred income taxes are recognized as an income tax benefit or expense in the income statement, with the exception of items posted directly to equity. In this case, the corresponding tax effect is also to be recognized directly in equity.

Deferred income tax is recognized on temporary differences arising on investments in subsidiaries and associates, except where the timing of the reversal of the temporary difference is controlled by IA and it is probable that the temporary difference will not reverse in the foreseeable future.

Property, plant, and equipment

Land and buildings are carried on the balance sheet at their revaluation amount, which corresponds to the fair value at the date of revaluation less accumulated depreciation and impairment losses. The revaluations are conducted regularly, at least every five years, by independent external valuers to ensure that the carrying amount does not differ materially from the carrying amounts determined on the basis of the fair value on the reporting date. All accumulated depreciation is offset against the gross carrying amounts of the assets on the revaluation date. The net amount is adjusted to the revalued amount. All other property, plant and equipment is reported at cost less accumulated depreciations and recognized impairments.

Subsequent costs, for instance for expansion or replacement investments, are recognized as part of the asset’s costs or as a separate asset only when it is probable that future economic benefits will accrue to IA as a result and when the cost of the item can be measured reliably. Expenses for repairs and maintenance which do not constitute a significant replacement investment are posted to the income statement as expenses in the year in which they are incurred.

Increases in the carrying amount arising on revaluation of land and buildings are credited to the revaluation reserve in equity. This does not apply if the revaluation reserve for the same assets has been reduced with an effect on income. In such a case, the increase is recognized as income in the amount of the previous decrease. Decreases that offset previous increases in the same asset are charged against the revaluation reserves directly in equity. All further decreases are posted to the income statement.

Land is not depreciated. Depreciation of other assets is calculated on the basis of their cost or their revalued amounts (with the exception of assets under construction) using the straight-line method over their estimated useful lives. The estimated useful life is usually 33 years for buildings used in operations and 5 to 10 years for plant and equipment. Other operating facilities are depreciated over three to ten years. Where components of larger systems have different useful lives, they are depreciated as separate items. Useful lives and residual values are reviewed annually at the reporting date, and any necessary changes are taken into account prospectively.

9/38

If the carrying amount of an asset is greater than its estimated recoverable amount, it is written down immediately to the recoverable amount (see note 15 ‘Property, plant, and equipment’).

The profit or loss arising from the sale of property, plant or equipment is defined as the difference between the sale proceeds and the carrying amount of the asset and is recognized in income.

Intangible assets

Goodwill is the excess of the cost of the business combination over the acquirer’s interest in the fair value of the acquired net assets. Goodwill created on the acquisition of subsidiaries is included in ‘Intangible assets’. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment losses on goodwill may not be reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity that is sold off.

For the purpose of impairment testing, goodwill is allocated to cash-generating units. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the business combination in which the goodwill arose.

Trademarks acquired in a business combination are recognized at fair value at the acquisition date. Trademarks carried in the balance sheet with an indefinite useful life are not subject to amortization but are tested for impairment at least annually. Any impairment is recognized as an expense in the income statement. Certain trademarks have a finite useful life and are carried at cost less accumulated amortization. Amortization is calculated using the straight-line method over a period of 20 years.

Acquired computer software licenses are capitalized on the basis of the costs incurred to acquire and bring to use the specific software. These costs are amortized over an estimated useful life of three years.

Development costs that can be directly attributed to the design and testing of individual software products controlled by IA generally do not meet the criteria for intangible assets on the balance sheet. These costs are recognized as an expense in the period in which they are incurred. Development costs previously recognized as an expense are not capitalized in a subsequent period.

Impairment of non-financial assets

Assets that have an indefinite useful life, for example goodwill and certain trademarks, are not subject to scheduled amortization. They are tested for impairment annually. Assets that are subject to amortization are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may no longer be recoverable. An impairment loss is recognized for the amount by which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units). Non-financial assets other than goodwill that have suffered an impairment in the past are reviewed for possible reversal of the impairment at each reporting date.

Financial assets

CLASSIFICATION

Financial assets are classified in the following categories: financial assets at fair value through profit or loss, loans and receivables, and financial assets available-for-sale. The classification depends on the purpose for which the financial assets were acquired. Management determines the classification of its financial assets at initial recognition.

(a) Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss are financial assets held for trading. A financial asset is classified in this category if acquired principally for the purpose of selling in the short term. Assets in this category are classified as ‘Other receivables’.

(b) Loans and receivables

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets except for maturities greater than twelve months after the end of the reporting period, in which case they are classified as non-current assets. Assets in this category are classified as ‘Trade receivables’, ‘Other receivables’ or ‘Cash and cash equivalents’.

(c) Financial assets available-for-sale

Available-for-sale financial assets are non-derivative financial assets that are either designated in this category or not classified in any of the other categories. Assets in this category are classified as ‘Marketable securities’ in the balance sheet.

RECOGNITION AND MEASUREMENT

Purchases and sales of financial assets are always recognized as soon as the company becomes a contractual party. In the case of regular purchases or sales (purchases or sales under a contract whose terms require delivery of the asset within the time frame generally established by regulation or convention in the market concerned), the settlement date is relevant for the initial recognition and derecognition. This is the day on which the asset is delivered to or by an IA company. Financial assets not classed as being at fair value through profit or loss are initially recognized at fair value plus transaction costs. Financial assets which are carried at fair value through profit or loss are initially recognized at fair value, and transaction costs are expensed in the income statement. Financial assets are derecognized when the rights to receive cash flows from the investments have expired or have been transferred and IA has transferred substantially all risks and rewards of ownership.

10/38

Available-for-sale financial assets and assets in the category ‘Financial assets at fair value through profit or loss’ are carried at fair value after their initial recognition. Loans and receivables are carried at amortized cost using the effective interest method.

Gains or losses arising from financial assets in the category ‘Financial assets at fair value through profit or loss’ are presented in the income statement in the period in which they are incurred. Dividend income from financial assets classified as at fair value through profit or loss is recognized in the income statement when IA’s right to receive payments is established.

Changes in the fair value of monetary and non-monetary securities classified as available-for-sale are recognized in the comprehensive income statement with no effect on income. When securities classified as available-for-sale are sold or impaired, the accumulated fair value adjustments previously recognized in the comprehensive income statement are included in the income statement. Dividends on available-for-sale equity instruments are recognized in the income statement when IA’s right to receive payments is established. The fair value of listed shares is determined by the current stock market price.

IA assesses at the end of each reporting period whether there is objective evidence that a financial asset or a group of financial assets is impaired. In the case of equity investments classified as available-for-sale financial assets, a significant or prolonged decline in the fair value of the equity investments below their cost is also regarded as evidence that the equity investments are impaired. If any such evidence exists for available-for-sale financial assets, the cumulative loss – measured as the difference between the acquisition cost and the current fair value, less any impairment loss on that financial asset previously recognized in profit or loss – is removed from equity and recognized in the separate consolidated income statement. Impairment losses on equity instruments recognized in the income statement are not reversed through profit or loss. Impairment testing of trade receivables is described in note 18 ‘Trade receivables’.

Inventories

Inventories are stated at the lower of cost or net realizable value. Cost includes direct material and, if applicable, other direct costs and related production overheads to the extent that they are incurred in bringing the inventories to their present location and condition. The net realizable value constitutes the estimated sales price less all estimated costs up to completion, as well as the costs of marketing, sales and distribution.

Inventories are measured at average cost. Adjustments are made for unsalable inventories and inventories with low turnover.

Trade receivables

Current trade receivables are stated at amortized cost, which generally corresponds to the nominal value. Allowances for risks are established based on the maturity structure and discernible solvency risks. In addition to individual allowances for specific known risks, allowances may also be made on the basis of statistically determined default risks.

Marketable securities

Marketable securities are available-for-sale financial assets. Initial recognition and subsequent measurement are described separately under ‘Financial assets’ on page 10 onwards.

Cash and cash equivalents

Cash and cash equivalents are stated at nominal value. They include cash on hand, postal and bank accounts, and fixed-term deposits with an original maturity of up to 90 days.

Equity

Shares are classified as share capital at their par value. Payments by shareholders over and above the par value are credited to reserves.

Dividends are debited to equity in the period in which the resolution on their distribution is adopted.

Current and non-current financial debt

Current and non-current financial debt consists mainly of cash pool financial liabilities and loans received from Forbo companies outside IA. It is stated at amortized cost (less transaction costs). Borrowing costs are recognized in the income statement, using the effective interest method.

Financial debt is assigned to current debt, unless IA has to settle the obligation 12 months after the balance sheet date at the earliest or IA enjoys an unlimited right to postpone payment of the debt by at least 12 months after the reporting date.

Employee pension plans

IA maintains various pension plans designed as defined contribution and defined benefit plans. These pension plans are established in accordance with the local conditions in each country. The plans are funded either by contributions to legally autonomous pension funds/insurance plans or by recognition of the pension plan liabilities in the financial statements of the respective companies.

For defined contribution plans, the costs incurred in the relevant period correspond to the agreed employer contributions.

For defined benefit plans, the pension liabilities are calculated annually by independent actuaries according to the projected unit credit method. The liabilities correspond to the present value of the expected future cash flows. The plan assets are stated at fair value. Current

11/38

service costs incurred in the relevant period, less employee contributions, are stated as personnel expenses in the income statement. Past service costs resulting from changes in pension plans are recognized in the income statement on a straight-line basis over the remaining average period until an active employee acquires a vested pension right, or are immediately posted to the income statement if the employee has already retired. Profits resulting from pension plan reductions or compensations are immediately taken to the income statement.

Actuarial gains and losses are reported in the statement of comprehensive income under ‘Other comprehensive income for the year’, with due account being taken of deferred taxes.

Provisions

Provisions are recognized if IA has a current legal or constructive obligation as a result of a past event, it is probable that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. No provisions are made for future operating losses. The provision is the best estimate on the reporting date of the amount required to meet the current obligation, taking into account the risks and uncertainties underlying the obligation.

Trade payables

Trade payables are non-interest-bearing and are disclosed at nominal value.

3 Changes in accounting principles

The following new and revised standards and interpretations of the International Accounting Standards Board (IASB) and International Financial Reporting Interpretations Committee (IFRIC) of the IASB with a significant impact on the financial statements came into force during the year under review:

IFRS 3 (revised) Business Combinations – effective July 1, 2009, and derived supplements to IAS 27 Consolidated and Separate Financial Statements, IAS 28 Investments in Associates and IAS 31 Interests in Joint Ventures

The revised standard still stipulates that business combinations are to be accounted for using the purchase method, but with some significant changes. For example, all payments for the price of the acquiree are recognized at the acquisition-date fair value. For considerations carried as debt, changes resulting from events after the acquisition date are recognized in the income statement. An accounting policy choice is allowed on a transaction-by-transaction basis. The non-controlling (minority) interest may be measured either at fair value or as the proportionate share of the acquiree’s net assets. All acquisition-related costs are recognized as expenses. IA began applying IFRS 3 (revised) to all business combinations prospectively as of January 1, 2010.

The following new and revised standards and interpretations came into effect as of July 1, 2009, or January 1, 2010. These standards and interpretations have been applied provided they are relevant for IA’s business activities. The application of these standards, however, has no significant effect on IA’s disclosures, equity, profits or cash flows.

IFRS 2 (revised), Share-based Payments.

IFRIC 17 (new) Distributions of Non-Cash Assets to Owners.

IFRIC 18 (new) – Transfers of Assets from a Customer. ‘Improvements to IFRSs’, published in May 2008. The IASB published a collection of amendments to various IFRSs. All the amendments published were applied by the Group as of December 31, 2009, with the following exception: IFRS 5 Non-current Assets Held for Sale and Discontinued Operations. For the purposes of clarification: all assets and liabilities of a subsidiary are to be classified as held for sale if the subsidiary is classified as being held for sale. This is true even if the company retains part of the divested subsidiary without a controlling interest in it. The amendment was applied prospectively and had no impact on the assets, finances or revenues of IA.

Improvements to IFRSs, published in April 2009. The IASB published its second collection of amendments to various IFRSs, with the primary aim of eliminating inconsistencies and clarifying formulations. The collection prescribes transitional provisions for each amended IFRS.

4 Management assumptions and estimates

The application of the measurement and accounting principles requires that circumstances and estimates be assessed and assumptions be made with respect to the carrying amounts of assets and liabilities. The estimates and the underlying assumptions are based on past experience and other factors regarded as relevant, including expectations of future events that appear reasonable in the given circumstances. The actual results may, of course, deviate from the estimates and assumptions of management.

The following are the main areas in which a significant risk exists in the coming business year involving a significant adjustment of the carrying value of assets and liabilities.

12/38

Impairment of non-financial assets

Along with the regular periodic review of goodwill and intangible assets with an infinite useful life, the carrying amounts of fixed and intangible assets with a useful finite life are also always reviewed if these amounts can no longer be realized due to changed circumstances or events. If such a situation occurs, the recoverable amount is determined based on expected future revenues. This corresponds to either the discounted expected values in use or the expected net sales price. If these are less than the current carrying amount, the value is impaired to the recalculated figure. This impairment is recognized as an expense in the income statement.

If the asset itself does not generate any independent cash flow, the impairment test must be performed for a cash-generating unit. As a rule, IA defines the cash-generating units on the basis of geographically cohesive markets, the technologies used or the sales generated by the brands concerned. Important assumptions in these calculations include growth rates, margins, estimates and management’s experience of the future development of net working capital, and discount rates. The actual cash flows may deviate significantly from the planned discounted future values. Likewise, the useful lives may be shortened or investment assets impaired in the event of a change in the use of buildings, machinery and facilities, change or abandonment of locations or lower-than-expected revenues over the medium term. Further information on this topic can be found in notes 15 ‘Property, plant and equipment’ and 16 ‘Intangible assets’.

Employee pension schemes

Various employee pension plans and schemes exist for employees at IA. In order to measure liabilities and costs, it is first of all necessary to determine whether a plan is a defined contribution or a defined benefit plan from an economic perspective. In the case of defined benefit plans, actuarial assumptions are made to estimate future developments. These include assumptions and estimates relating to the discount rate, the expected return on plan assets in individual countries and future wage trends. In their actuarial calculations for determining employee benefit obligations, the actuaries also use statistical information such as mortality tables and staff turnover rates. If these parameters change owing to a change in the economic situation or market conditions, the subsequent results may deviate considerably from the actuarial reports and calculations. These deviations may have a significant medium-term effect on expenses and revenues from the employee pension schemes and the comprehensive income. Further information on this topic can be found in note 23 ‘Employee benefit obligations’.

Provisions

In the conduct of ordinary business activities, a liability of uncertain timing and/or amount may arise. Provisions are determined using available information based on reasonably expected cash outflows. Depending on the outcome, claims against the Group may arise that may not be covered, or are covered only in part, by provisions or insurance benefits. Further information on this topic can be found in note 24 ‘Provisions’.

Income taxes

IA is obliged to pay income taxes in various countries. Certain key assumptions are necessary in order to determine income tax worldwide. There are business events which have an impact on taxation and the taxable profit. Hence, the amount of the final taxation cannot be determined definitively. The measurement of current tax liabilities is subject to the interpretation of tax regulations in the relevant countries. The adequacy of this interpretation is assessed by the tax authorities in the course of the final assessment or tax audits. This may result in material changes to tax expense. Where the definitive taxation of these business events deviates from the previous assumptions, this will have an impact on the actual and deferred taxes in the period in which the taxation is definitively determined. Furthermore, determining whether tax losses carried forward can be capitalized requires a critical estimate of the probability that they can be offset against future profits. This assessment depends on a number of different factors and developments. Further information on this topic can be found in note 14 ‘Income taxes’.

5 Standards approved but not yet applied

The following new and revised standards and interpretations had been published, though they had not become compulsory by the time the 2010 consolidated financial statements of Forbo Group (which served as a basis for these carve-out financial statements) were approved by the Board of Directors of Forbo Holding Ltd. Since their impact on the consolidated financial statements had not been systematically analyzed, the anticipated effects shown in the notes to the table below represented an initial estimate by management.

13/38

Standards
Standard/Interpretation			Date effective	Planned application
IAS 24 (revised) – ‘Related Party Disclosures’	*		January 1, 2011	2011 business year
IAS 32 (revised) – ‘Financial Instruments: Presentation’	*		February 1, 2010	2011 business year
IFRS 9 (new) – ‘Financial Instruments’	*	*	January 1, 2013	2013 business year
IFRIC 14/IAS 19 (revised) – ‘The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction’	*	*	January 1, 2011	2011 business year
IFRIC 19 (new) – ‘Extinguishing Financial Liabilities with Equity Instruments’	*		July 1, 2010	2011 business year

* No significant impact on the consolidated financial statements was expected.

** The impact on the consolidated financial statements could not determined with sufficient certainty at that time.

Various adjustments of the standards had been published as part of the annual improvement project. Since they had only a minor influence on the financial statements, we had refrained from listing these changes in detail.

14/38

Notes

6 Development costs

Development costs, which mainly comprise product development, amounted to CHF 9.7 million (2009: CHF 10.1 million).

7 Administrative costs

This item consists of the usual expenses related to administrative activities.

8 Other operating expenses

‘Other operating expenses’ primarily comprises divisional headquarter charges, IT service fee expenses and allowances for inventories and bad debts. The decrease versus the previous year is largely the result of lower allowances for bad debts.

9 Other operating profit

‘Other operating profit’ includes insurance payments received, profit from the sale of a property, IT service fee income and license fee income. The increase versus the previous year is largely the result of insurance payments received and profit from the sale of properties.

10 Personnel expenses

		$XXXXXXX		$XXXXXXX
	2010		2009
Personnel expenses
CHF Mio.
Salaries and wages		60.1		61.9
Social security contributions		15.6		15.5
Total personnel expenses		75.7		77.4

As at December 31, 2010, IA had 1,125 employees (2009: 1,119). The average headcount over the year was 1,127 (2009: 1,080).

11 Headquarter and trademark fees

IA companies are charged for the use of trademarks by a Swiss resident IP company. Furthermore, IA companies are charged for support services by the global headquarters, domiciled in Switzerland too. The charges follow the principles as stipulated in the OECD transfer pricing guidelines to comply with the arm’s length standard. IA-specific (divisional) headquarter charges are included in ‘Other operating expenses’.

15/38

12 Financial income

		$XXXXXXX		$XXXXXXX
	2010		2009
Financial income
CHF m
Interest income1)		0.1		0.1
Other financial income		0.1		0.9
Total financial income		0.2		1.0

¹⁾ In particular interest income from cash and cash equivalents.

13 Financial expenses

		$XXXXXXX		$XXXXXXX
	2010		2009
Financial expenses
CHF m
Interest expenditure from financial liabilities valued at amortized cost - third party		0.2		0.2
Interest expenditure from financial liabilities valued at amortized cost - related party		8.2		5.3
Gains (–)/losses on financial assets at fair value through profit or loss		0.2		0.3
Translation gains (-) / losses on financial assets or liabilities at fair value through profit or loss		-0.2		-0.5
Other financial expenses		0.1		0.1
Total financial expenses		8.5		5.4

The average interest rate on interest bearing debt (non-current debt and current debt) in 2010 is 5.0% (2009: 3.1%)

14 Income taxes

		$XXXXXXX		$XXXXXXX
	2010		2009
Income Taxes
CHF m
Current income taxes		4.0		3.0
Deferred income taxes		-0.2		1.7
Total income taxes		3.8		4.7

16/38

Analysis of tax expense

The following key elements explain the difference between the expected and the effective tax expense.

		XXXXXXXXX		XXXXXXXXX
	2010		2009
CHF m
Group profit before taxes		5.8		7.2
Tax expenses at the expected tax rate		-1.7		-2.3
Tax effects of:
Non-tax-deductible and tax-exempt income		0.2		-0.3
Tax losses and temporary differences for which no deferred tax assets have been recognized		-		0.6
Write-off of deferred tax assets		-1.2		-3.5
Utilization of tax losses not capitalized in previous years		0.7		1.0
Previous-year and other positions		-1.8		-0.2
Total income taxes		-3.8		-4.7

Since IA operates in various countries with different tax laws and rates, the annual expected and effective tax expense depends on the origin of the revenues or losses in each country. The expected tax expense is the sum of the expected individual tax income/expense of all foreign IA companies. The expected individual tax income/expense in a country is calculated by multiplying the individual profit/loss by the tax rate applicable in the country concerned. The expected tax rate in 2010 was 28.6% (2009: 31.7%).

Tax loss carry forwards not capitalized and capitalized as deferred income tax assets, broken down by maturity:

		XXXXXX		XXXXXX		XXXXXX
2010	Not capitalized		Capitalized		Total
CHF m
Expiry after:
1 year		-		-		-
2 years		-		-		-
3 years		-		0.1		0.1
4 years		1.1		1.5		2.6
5 years		-		-		-
More than 5 years		18.9		32.7		51.6
Total tax loss carry forwards		20.0		34.3		54.3

17/38

2009	Not capitalized		Capitalized		Total
CHF m
Expiry after:
1 year		-		1.3		1.3
2 years		-		-		-
3 years		-		-		-
4 years		-		0.2		0.2
5 years		1.3		1.8		3.1
More than 5 years		17.5		35.4		52.9
Total tax loss carry forwards		18.8		38.7		57.5

In 2010, approx. CHF 1.1 million of unused tax losses expired. Further reductions are caused by Fx-effects (losses reported in local currency and translated into CHF).

Deferred income tax assets and liabilities are offset when they relate to the same tax jurisdiction, provided that the legal right to offset exists, and they are intended either to be settled net or to be realized simultaneously. The following amounts are shown in the balance sheet:

	31.12.2010		31.12.2009
CHF m
Deferred tax assets		22.8		24.7
Deferred tax liabilities		-27.0		-29.3
Deferred tax liabilities, net		-4.2		-4.6

Deferred tax assets and liabilities, tax credits, and tax charges from deferred taxes:

			Property, plant				Loss carry
Deferred tax assets	Inventories		and equipment		Provisions		forwards		Other		Total
CHF m
As at December 31, 2009		0.6		7.1		0.8		14.1		2.1		24.7
Decrease (-)/increase in deferred tax assets		-		-0.2		-		-1.5		-0.2		-1.9
As at December 31, 2010		0.6		6.9		0.8		12.6		1.9		22.8

			Property, plant				Loss carry
Deferred tax assets	Inventories		and equipment		Provisions		forwards		Other		Total
CHF m
As at December 31, 2009		-		-15.6		-		-		-13.7		-29.3
Decrease/increase (-) in deferred tax liabilities		-		2.1		-		-		0.2		2.3
As at December 31, 2010		-		-13.5		-		-		-13.5		-27.0
Deferred tax assets/liabilities (-), net as at December 31, 2009		0.6		-8.5		0.8		14.1		-11.6		-4.6
Deferred tax assets/liabilities (-), net as at December 31, 2010		0.6		-6.6		0.8		12.6		-11.6		-4.2
Decrease in deferred tax liabilities, net												0.4
Of which recognized in other comprehensive income												0.2
Of which recognized in the income statement												0.2

18/38

Tax expense and income recognized directly in the comprehensive income statement:

	2010						2009
	Before tax		Tax expense (-)/income		After tax		Before tax		Tax expense (-)/income		After tax
CHF m
Actuarial losses on pension obligations		-0.1		0.1		-		-0.9		-0.2		-1.1
Translation differences		-14.4		0.1		-14.3		1.1		-		1.1
Other comprehensive income		-14.5		0.2		-14.3		0.2		-0.2		-

15 Property, plant and equipment

Cost on acquisition or valuation
					Other property,
	Land and		Machinery and		plant and		Assets under
CHF m	buildings		equipment		equipment		construction		Total
As at December 31, 2008		126.2		129.6		19.9		3.3		279.0
Additions		2.9		1.4		0.6		2.8		7.7
Disposals		-1.7		-0.6		-0.2		-		-2.5
Transfers		0.4		2.1		0.1		-2.6		-
Translation differences		-1.2		-2.1		-0.3		-0.1		-3.7
As at December 31, 2009		126.6		130.4		20.1		3.4		280.5
Additions		1.1		2.0		0.9		5.2		9.2
Disposals		-8.1		-		-0.3		-0.8		-9.2
Transfers		0.3		2.9		0.2		-3.4		-
Translation differences		-15.7		-14.5		-2.5		-0.6		-33.3
As at December 31, 2010		104.2		120.8		18.4		3.8		247.2

Accumulated amortization and impairments
					Other property,
CHF m	Land and      buildings		Machinery and equipment		plant and equipment		Assets under construction		Total
As at December 31, 2008		-57.2		-99.0		-16.8		-		-173.0
Amortization		-3.1		-6.0		-1.0		-		-10.1
Disposals		0.7		0.4		0.2		-		1.3
Transfers		-		-		-		-		-
Translation differences		0.7		1.6		0.3		-		2.6
As at December 31, 2009		-58.9		-103.0		-17.3		-		-179.2
Amortization		-2.9		-6.0		-1.0		-		-9.9
Disposals		6.1		0.7		0.3		-		7.1
Transfers		-		-		-		-		-
Translation differences		7.2		11.4		2.1		-		20.7
As at December 31, 2010		-48.5		-96.9		-15.9		-		-161.3

19/38

	XXXXXXXX	XXXXXXXX	XXXXXXXX	XXXXXXXX	XXXXXXXX
Net book value
As at December 31, 2009	67.7	27.5	2.7	3.4	101.3
As at December 31, 2010	55.7	23.9	2.5	3.8	85.9

Land and buildings are valued in the balance sheet as at the revaluation date at fair value less accumulated depreciation and impairments. Land and buildings were revalued by independent experts on July 1, 2008. The methods used for the revaluation in 2008 were fair value, capitalized value and cost-oriented valuation. In applying the capitalized value method, the fair value was determined using the discounted cash flow (DCF) method. In the cost-oriented valuation, the fair value was ascertained by means of the depreciated replacement cost method. The increase in net value was recognized in the revaluation reserve in equity, taking into account deferred taxes.

If land and buildings were carried at amortized cost on acquisition or manufacturing cost, the figures would be as follows:

		XXXXXXX		XXXXXXX
	2010		2009
CHF m
Cost on acquisition/manufacturing cost		84.1		102.6
Cumulative depreciation		-44.6		-55.0
Net book value		39.5		47.6

Property, plant and equipment do not include any leased assets.

The sum insured for property damage for buildings, machinery, equipment, and inventories came to CHF 261 million (2009: CHF 268 million).

Maintenance and repair costs amounted to CHF 6.0 million (2009: CHF 6.2 million). Depreciation totaling CHF 11.2 million (2009: CHF 11.5 million) has been posted under ‘Cost of goods sold’, ‘Development costs’, ‘Marketing and distribution costs’ and ‘Administrative costs’.

16 Intangible assets

		XXXXXXX		XXXXXXX		XXXXXXX		XXXXXXX
Cost on acquisition
					Other
CHF m	Goodwill		Trademarks		intangibles		Total
As at December 31, 2008		121.8		25.1		7.7		154.6
Additions						0.1		0.1
Disposals						-1.1		-1.1
Transfers
Translation differences		-2.0				-0.1		-2.1
As at December 31, 2009		119.8		25.1		6.6		151.5
Additions
Disposals
Transfers
Translation differences		-11.6				-0.9		-12.5
As at December 31, 2010		108.2		25.1		5.7		139.0

20/38

		XXXXXXX		XXXXXXX		XXXXXXX		XXXXXXX
Accumulated amortization and impairments
CHF m	Goodwill		Trademarks		Other intangibles		Total
As at December 31, 2008		-19.3		-3.5		-6.4		-29.2
Amortization						-0.4		-0.4
Disposals						1.1		1.1
Transfers
Translation differences						0.1		0.1
As at December 31, 2009		-19.3		-3.5		-5.6		-28.4
Amortization						-0.1		-0.1
Disposals
Transfers
Translation differences		0.1				0.9		1.0
As at December 31, 2010		-19.2		-3.5		-4.8		-27.5
Net book value
As at December 31, 2009		100.5		21.6		1.0		123.1
As at December 31, 2010		89.0		21.6		0.9		111.5

Intangible assets with an indefinite useful life (goodwill and trademarks) are subject to an annual impairment test at cash-generating unit level. The test is carried out using a standardized method with discounted cash flow to calculate the value in use. The cash flows for the first 5 years are estimated by management. Growth is usually forecasted at 1% for future years. The discount rate corresponds to the total weighted cost of capital before taxes including an average risk charge estimated by the management which lies between 8.5% and 12.6%.

Goodwill as at December 31, 2010, mainly comprised goodwill from the Swift acquisition in 2002. As at December 31, 2010, the item trademarks mainly refers to the trademarks obtained through the acquisitions of Swift.

The impairment test of goodwill and trademarks from the Swift acquisition in 2002 yielded a value in use that was higher than the book value. The cash generating units underlying the impairment test were the companies acquired. The discount rate applied in the impairment test was 8.5%. The intangible assets were also subject to impairment testing in the form of sensitivity analyses. Even with a higher discount rate and a more conservative growth rate, there would be no impairment of goodwill.

17 Inventories

		XXXXXXX		XXXXXXX
	31.12.2010		31.12.2009
Inventories
CHF m
Raw materials and supplies		29.9		23.2
Work in progress		0.4		0.5
Finished goods		34.0		33.1
Provisions for inventories		-3.9		-3.3
Total inventories		60.4		53.5

Provisions for inventories amount to CHF 3.9 million (2009: CHF 3.3 million). Expenses for inventories recognized in the reporting period come to CHF 320.8 million (2009: CHF 290.0 million).

21/38

18 Trade receivables

		XXXXXXX		XXXXXXX
	31.12.2010		31.12.2009
Trade receivables
CHF m
Accounts receivable		73.2		75.6
Notes receivable		2.3		2.4
Allowance for doubtful trade receivables		-5.0		-5.4
Total trade receivables		70.5		72.6

Trade receivables after deduction of the allowance for doubtful trade receivables amounting to CHF 5.0 million (2009: CHF 5.4 million) come to CHF 70.5 million (2009: CHF 72.6 million).

As a rule, no default interest is charged for receivables past due. As at the reporting date, there was no indication that debtors would fail to meet their payment obligations in respect of trade receivables for which no allowance was made or which were past due. Allowances are made in the form of a specific valuation allowance for losses. A specific valuation allowance is required if the debtor is unable to pay, if the debt has been past due for more than 90 days or the debtor has given notice of payment difficulties. Valuation allowances take due account of default risks. In addition to the specific allowance, a portfolio allowance may be made. For this purpose, trade receivables with similar risk characteristics for which an additional allowance may be necessary are grouped together and reviewed. The decision as to whether to make a portfolio allowance in addition to a specific valuation allowance is determined by whether past loss experience indicates that an allowance could be required.

Trade receivables capitalized as at the balance sheet date:

		XXXXXXX		XXXXXXX
	31.12.2010		31.12.2009
CHF m
Total trade receivables, gross		75.5		78.0
Of which not due		61.5		60.9
Of which past due for:
Less than 30 days		6.4		8.4
Between 31 and 90 days		2.6		3.0
Between 91 and 180 days		0.5		0.6
Between 181 days and 1 year		3.2		3.8
Over 1 year		1.3		1.3
Allowance for doubtful trade receivables		-5.0		-5.4
Total trade receivables		70.5		72.6

As at December 31, 2010, CHF 7.5 million in trade receivables were past due but not the subject of a valuation allowance; an allowance was made and a reserve established for trade receivables totaling CHF 12.0 million.

22/38

Gross value of trade receivables by currency:

		XXXXXXX		XXXXXXX
	31.12.2010		31.12.2009
CHF m
CHF		0.6		0.4
EUR		39.7		43.9
USD		17.5		16.1
CNY		7.1		6.5
GBP		3.5		3.0
CAD		3.1		4.0
Other		4.0		4.1
Total trade receivables, gross		75.5		78.0

Changes in valuation allowances for doubtful trade receivables during the reporting year:

		XXXXXXX		XXXXXXX
	2010		2009
CHF m
As at January 1		-5.4		-4.6
Additions		-0.9		-2.9
Release		0.4		0.2
Use		0.3		1.8
Translation differences		0.6		0.1
As at December 31		-5.0		-5.4

The creation and release of allowances for doubtful trade receivables are included in ‘Marketing and distribution costs’ in the income statement.

19 Cash and cash equivalents

		XXXXXXX		XXXXXXX
	31.12.2010		31.12.2009
Cash and cash equivalents
CHF m
Cash pool receivables - related party		6.0		4.9
Bank accounts		15.4		20.8
Short-term deposits with banks		1.5		-
Total cash and cash equivalents		22.9		25.7

The change in cash and cash equivalents can be found in the combined cash flow statement.

23/38

20 Pledged or assigned assets

There were no significant pledged or assigned assets.

21 Share capital

The combined share capitals of IA stood at CHF 22.2 million on December 31, 2010 (2009: CHF 22.2 million) and consists of the share capitals of all IA companies that are controlled by other Forbo Group companies. These share capitals have different numbers of registered shares with different par values.

22 Non-current financial debt

		XXXXXXX		XXXXXXX
	31.12.2010		31.12.2009
Non-current financial debt
CHF m
Debt - related party		158.1		154.3
Total non-current financial debt		158.1		154.3

The debt related party refers to loans provided by Forbo Group companies. The loans are provided to IA on a long-term basis. The initial loan agreements have usually a maturity of 5 years and are automatically prolonged for another year if neither the borrower nor the lender is giving a termination notice.

23 Employee benefit obligations

The IA Group has established several pension plans based on the specific requirements in the countries in which it operates. The IA Group has both defined contribution and defined benefit plans. The liabilities and assets under the main defined benefit plans are assessed annually by independent actuaries using the projected unit credit method. The IA Group’s largest pension plans are in the UK, France and Germany.

Pension costs for defined benefit plans:

		XXXXXXX		XXXXXXX
	2010		2009
Actuarial net periodic pension costs
CHF m
Current service cost, net		0.5		0.5
Interest costs		1.7		2.0
Expected return on plan assets		-1.3		-1.0
Curtailments and settlements		-		-0.3
Total actauarial net periodic pension costs		0.9		1.2

24/38

Changes in defined benefit obligations under the defined benefit plans:

		XXXXXXXX		XXXXXXXX
	2010		2009
CHF m
As at January 1		33.1		31.2
Current service cost, net		0.5		0.5
Employee contributions		0.0		0.1
Interest costs		1.7		2.0
Benefits paid		-2.1		-3.1
Actuarial losses		2.4		3.2
Curtailments and settlements		-		-1.9
Translation differences		-4.4		1.1
As at December 31		31.2		33.1

Changes in expected plan assets of the defined benefit plans at fair value:

		XXXXXXXX		XXXXXXXX
	2010		2009
CHF m
As at January 1		19.5		16.3
Expected return on plan assets		1.3		1.0
Employer contributions		1.5		3.7
Employee contributions		0.0		0.1
Actuarial gains		2.3		2.3
Benefits paid		-2.1		-3.1
Curtailments and settlements		-		-1.6
Translation differences		-2.4		0.8
As at December 31		20.1		19.5

The actual return on plan assets comes to CHF 3.6 million (2009: 3.3 million).

The present value of defined benefit pension liabilities and plan assets as at year-end:

		XXXXXX		XXXXXX
	31.12.2010		31.12.2009
CHF m
Present value of defined benefit liabilities		31.2		33.1
Fair value of plan assets		-20.1		-19.5
Net liabilities/assets (–)		11.1		13.6
Net assets not recognized in the balance sheet		-		-
Net liabilities/assets (–) recognized in the balance sheet		11.1		13.6

25/38

Actuarial gains and losses linked to experience adjustments used to value the defined benefit plan assets and liabilities:

		XXXXXXX		XXXXXXX
	2010		2009
Experience adjustments
CHF m
Plan liabilities
Actuarial losses (–)/gains		-2.0		0.7
Percentage of plan liabilities		-6.0%		2.1%
Plan assets
Actuarial gains/losses (–)		2.3		2.3
Percentage of plan assets		11.7%		13.9%

Actuarial gains and losses are recognized in the balance sheet under ‘Pension liabilities’ and presented directly in the other comprehensive income.

Most of the pension plans are financed in full or in part via outsourced funds. Pension liabilities amounting to CHF 5.5 million (2009: CHF 6.5 million) of a total of CHF 31.2 million (2009: CHF 33.0 million) are not financed via a fund.

Changes in net liabilities of defined benefit plans recognized in the balance sheet:

		XXXXXXX		XXXXXXX
	2010		2009
CHF m
Net liabilities as at January 1		13.6		14.9
Total pension expenses included in personnel expenses		0.9		1.2
Employer contributions		-1.5		-3.7
Actuarial losses		0.1		1.0
Translation differences		-2.0		0.2
Net liabilities as at December 31		11.1		13.6

Actuarial gains and losses on defined benefit plans recognized in the comprehensive income statement:

		XXXXXXX		XXXXXXX
	2010		2009
Cumulative recognized gains and losses
CHF m
Actuarial losses as at January 1		-4.8		-3.5
Actuarial losses in the current period		-0.1		-1.0
Translation differences		1.0		-0.3
Total actuarial losses as at December 31		-3.9		-4.8

The actuarial loss in the year under review comprised a gain of CHF 4.3 million (2009: CHF 3.0 million) linked to past experience adjustments and a CHF 4.4 million (2009: CHF 3.9 million) loss caused by changes in assumptions.

26/38

Principal actuarial assumptions used for accounting purposes for defined benefit plans (expressed as weighted averages):

		XXXXXXX		XXXXXXX
	2010		2009
%
Discount rate		5.1		5.5
Expected return on plan assets		6.7		6.4
Future salary increases		3.6		0.8
Inflation		2.7		2.9

The expected return on plan assets is derived from long-term government bonds in the respective currency zones.

Weighted average asset allocation of the defined benefit plan assets as at December 31:

		XXXXXXXX		XXXXXXXX
	2010		2009
%
Shares		70.0		74.0
Bonds		20.0		16.0
Real estate		10.0		9.0
Cash and other investments		-		1.0
Total plan assets as at December 31		100.0		100.0

Future contributions are estimated in the subsequent year based on the current year levels.

The cost of the contributions to defined contribution plans, which is included in personnel expenses, amounted to CHF 0.7 million (2009: CHF 0.9 million).

24 Provisions

		XXXX,XXXXX		XXXX,XXXXX		XXXX,XXXXX		XXXX,XXXXX		XXXX,XXXXX		XXXX,XXXXX
Provisions
CHF m	Warranty provisions		Provisions for legal claims		Personnel provisions		Other provisions		Total 2010		Total 2009
At January 1		0.3		2.1		0.2		1.6		4.2		4.3
Additions				1.0				0.9		1.9		1.1
Used during the year				-0.1				-0.1		-0.2		-1.1
Reversed during the year						-0.2		-0.5		-0.7		-0.1
Translation differences		-0.1		-0.1				-0.2		-0.4		-
As at December 31		0.2		2.9		-		1.7		4.8		4.2
Of which current provisions								0.2		0.2		0.2
Of which non-current provisions		0.2		2.9				1.5		4.6		4.0

Warranty provisions are linked to product sales and are based on past experience figures. Experience shows that cash outflows tend to be spread evenly over the warranty period of five to ten years. The provisions for legal claims relate mainly to product liability claims in which IA is involved in the course of its normal business. ‘Other provisions’ include amongst others, provisions for the legally mandatory profit participation plan in France.

27/38

25 Trade payables

		XXXX,XXX		XXXX,XXX
	31.12.2010		31.12.2009
Trade payables
CHF m
Accounts payable		48.5		46.1
Notes payable		-		-
Total trade payables		48.5		46.1

26 Accrued expenses

		XXXX,XXX		XXXX,XXX
	31.12.2010		31.12.2009
Accrued expenses
CHF m
Accrued expenses for compensation and benefits to employees		8.6		9.0
Other accrued expenses		14.6		12.7
Total accrued expenses		23.1		21.7

Accrued expenses for compensation and employee benefits mainly comprise overtime accruals and provisions. Other accrued expenses include volume rebates, commissions, premiums, interest, and accrued warranty costs and similar items.

27 Current financial debt

		XXXX,XXX		XXXX,XXX
	31.12.2010		31.12.2009
Current financial debt
CHF m
Current bank loans and overdrafts		1.4		1.9
Current portion of non-current debt		-		-
Cash pool payables - related party		6.2		15.9
Total current financial debt		7.6		17.8

28 Other current liabilities

Other current liabilities mainly consist of headquarter and trademark fee payables to other Forbo Group companies. Please refer to note 33 ‘Related party transactions’ for further information.

28/38

29 Contingent liabilities

		XXXX,		XXXX,
	31.12.2010		31.12.2009
CHF m
Contingent liabilities		0.1		0.0

The item ‘Contingent liabilities’ refers to sureties and guarantees in favor of third parties.

30 Leasing

		XXXX,XXXX		XXXX,XXXX
	2010		2009
Leasing
CHF m
Operating leasing liabilities:
Up to 1 year		1.4		1.8
2 – 5 years		1.2		2.1
More than 5 years		0.5		0.0
Total operating leasing liabilities:		3.1		3.9

Expenses for operating leasing and rentals totaled CHF 5.5 million (2009: CHF 6.2 million). IA has no significant operating leasing contracts.

IA did not have any Finance lease liabilities at year-end 2010, neither at year-end 2009.

29/38

31 Additional information on financial instruments

The financial instruments held at the accounting date fall into the following categories:

		XXXXXXX		XXXXXXX		XXXXXXX		XXXXXXX
As at December 31, 2010	Cash and cash equivalents		Loans and          receivables		Derivatives used for hedging		Financial assets available-for- sale
CHF m
Assets
Trade receivables and other receivables		0.0		73.7		0.0		0.0
Other financial assets		0.0		0.3		0.0		0.0
Cash and cash equivalents		22.9		0.0		0.0		0.0
Total assets		22.9		74.0		0.0		0.0

	$x,xx,xxx	$x,xx,xxx	$x,xx,xxx
As at December 31, 2010	Financial liabilities at amortized costs	Derivatives used for hedging	Financial instruments held for trading
CHF m
Liabilities
Interest-bearing debt	165.7	0.0	0.0
Trade payables and other payables1)	57.4	0.0	0.0
Total liabilities	223.1	0.0	0.0

		$x,xx,xxx		$x,xx,xxx		$x,xx,xxx		$x,xx,xxx
As at December 31, 2009	Cash and cash equivalents		Loans and          receivables		Derivatives used for hedging		Financial assets available-for- sale
CHF m
Assets
Trade receivables and other receivables		0.0		82.4		0.0		0.0
Other financial assets		0.0		0.5		0.0		0.0
Cash and cash equivalents		25.7		0.0		0.0		0.0
Marketable securities		0.0		0.0		0.0		0.1
Total assets		25.7		82.9		0.0		0.1

	$x,xx,xxx	$x,xx,xxx	$x,xx,xxx
As at December 31, 2009	Financial liabilities at amortized costs	Derivatives used for hedging	Financial instruments held for trading
CHF m
Liabilities
Interest-bearing debt	172.1	0.0	0.0
Trade payables and other payables1)	55.0	0.0	0.0
Total liabilities	227.1	0.0	0.0

¹⁾ Excluding sales tax

30/38

32 Acquisition of subsidiaries

IA did not acquire any subsidiaries in the years under review.

33 Related party transactions

IA companies are owned by different companies that are all part of Forbo Group. IA’s ultimate controlling party is Forbo Holding Ltd., which directly or indirectly owns 100% of the shares of the IA companies.

The following transactions were carried out with other Forbo Group companies:

	XXXX,XX	XXXX,XX
	2010	2009
Related party transactions included in the income statement
CHF m
Net Sales	4.5	4.6
Other operating expenses	-5.8	-5.9
Other operating profit	0.4	0.4
Headquarter and trademark fees	-7.6	-10.8
Financial income	0.1	0.9
Financial expenses	-8.2	-5.3

The goods were sold to other Forbo Group companies at market conditions.

Other operating expenses mainly include Divisional Headquarter fees and IT fee expenses.

For further information relating to Headquarter and trademark fees, please refer to note 11 ‘Headquarter and trademark fees’.

Financial expenses consist of interest expenses arising from loans received from other Forbo Group companies. For further information, please refer to note 22 ‘Non-current financial debt’.

The following year-end balances arose from the transactions with other Forbo Group companies:

	XXXX,XXXX	XXXX,XXXX
	2010	2009
Year-end balances with related parties
Non-current financial assets	0.2	0.4
Trade receivables	0.4	0.2
Other receivables	0.6	7.6
Non-current financial debt	158.1	154.3
Trade payables	0.1	0.1
Accrued expenses	0.8	-
Other current payables	6.7	7.2

Furthermore, cash pool receivables from other Forbo Group companies of CHF 6.0 million (2009: CHF 4.9 million) are included in Cash and cash equivalents and cash pool payables to other Forbo Group companies of CHF 6.1 million (2009: CHF 15.9 million) are included in Current financial debt.

31/38

34 Risk assessment and financial risk management

Financial risk management of IA is a task the Board of Directors of Forbo Holding Ltd. is responsible for, since IA forms part of Forbo Group. The tasks of the Board of Directors include identifying risks, determining suitable measures, and implementing those measures or having them implemented. The Board of Directors of Forbo Holding Ltd conducted a risk assessment in the year under review and also determined which risks were be managed by particular management levels. The Board of Directors is closely involved in the assessment of strategic risks and, in consultation with the Executive Board, ensures that operational risks are dealt with appropriately and duly reported. This approach gives the Board a complete overview of the key risks and measures. This broad overview enables IA to set priorities and allocate the necessary resources.

Financial risk management

The various risks associated with existing assets and liabilities as well as planned and anticipated transactions are monitored and managed centrally. IA is mainly naturally hedged and therefore IA has not used any derivative or non-derivative financial instruments for the years under review.

Risks associated with the translation of assets and liabilities denominated in foreign currencies (translation risks) are managed by establishing an appropriate financing policy.

The following table shows the sensitivity of profit before tax and of shareholders’ equity to changes in the exchange rate of the US dollar, the euro, the pound sterling, and the Swiss franc. The table illustrates sensitivity in relation to transaction risks. Translation risks have not been taken into account.

	xxxxxxxxxxxx	xxxxxxxxxxxx	xxxxxxxxxxxx
2010	Change in exchange rate	Impact on profit before tax	Impact on equity
CHF m
EUR/CHF	5%	0.1	-
	– 5%	-0.1	-
USD/CHF	5%	0.1	-
	– 5%	-0.1	-
EUR/USD	5%	0.0	-
	– 5%	-0.0	-
GBP/CHF	5%	0.0	-
	– 5%	-0.0	-
GBP/EUR	5%	0.1	-
	– 5%	-0.1	-

32/38

2009	Change in   exchange rate	Impact on profit before tax	Impact on     equity
CHF m
EUR/CHF	5%	0.1	-
	– 5%	-0.1	-
USD/CHF	5%	0.1	-
	– 5%	-0.1	-
EUR/USD	5%	0.0	-
	– 5%	-0.0	-
GBP/CHF	5%	0.0	-
	– 5%	-0.0	-
GBP/EUR	5%	0.0	-
	– 5%	-0.0	-

Management of interest-rate risks

Interest-rate risks arise from changes in the fair value of interest-bearing assets and liabilities caused by fluctuations in interest rates. The table below shows the sensitivity of profit before tax and of equity to the stated changes in interest rates for cash and cash equivalents and interest-bearing debt.

An average figure has been used for cash and cash equivalents as the final amount is not significant for calculating interest-rate sensitivity. The average was arrived at by taking the arithmetic mean of the initial and final amounts.

2010	Change in      interest rate	Impact on profit before tax	Impact on     equity
CHF m
EUR	50bp	-0.1	-
	– 50bp	0.1	-
USD	50bp	-0.6	-
	– 50bp	0.6	-
CHF	50bp	0.0	-
	– 50bp	-0.0	-

33/38

2009 CHF m	Change in interest rate		Impact on profit before tax		Impact on equity
EUR		50bp		-0.1		-
		– 50bp		0.1		-
USD		50bp		-0.6		-
		– 50bp		0.6		-
CHF		50bp		0.0		-
		– 50bp		-0.0		-

Management of liquidity risks

The companies need sufficient cash in order to meet their liabilities. IA has sufficient liquidity reserves (as at December 31, 2010, CHF 22.9 million in cash and cash equivalents) to be able to meet its commitments at any time. At present, IA regards a liquidity stock of roughly CHF 20 million as sufficient to meet its payment obligations at all times.

The maturity structure of the existing financial liabilities is shown in the following table. These liabilities correspond to contractually-agreed maturities and represent nominal payment outflows.

As at December 31, 2010	Remaining term to maturity up to		Remaining term to maturity		Remaining term to maturity		Remaining term to maturity
CHF m		1 year		1 – 2 years		2 – 5 years		over 5 years
Liabilities
Liabilities to banks		1.4
Interest-free liabilities		57.4
As at December 31, 2009	Remaining term to maturity up to		Remaining term to maturity		Remaining term to maturity		Remaining term to maturity
CHF m		1 year		1 – 2 years		2 – 5 years		over 5 years
Liabilities
Liabilities to banks		1.9
Interest-free liabilities		55.0

Not included in the table above are liabilities to related parties, which are composed of cash pool payables with short maturities to other Forbo Group companies of CHF 6.2 million in 2010 and CHF 15.9 million in 2009 and of long-term debt to other Forbo Group companies of CHF 158.1 million in 2010 and CHF 154.3 million in 2009. Please refer to Note 22 for further information.

34/38

Management of credit risks

Credit risks arise from the possibility that customers may not be able to meet their agreed commitments. To manage this risk to a sufficient extent, the creditworthiness of the different customers is constantly monitored. Credit risks are diversified through the company’s broad customer base in different segments and geographic regions. With regard to counterparty risk exposure to banks, IA-wide directives stipulate that financial investments and other financial transactions must only be made with first-class banks. Given the credit ratings of these counterparties, IA does not anticipate any defaults.

Capital management

For IA, capital management means both optimizing the combined capital employed and managing equity, which consists of paid-up share capital, reserves, and translation differences. As at December 31, 2010, equity stood at CHF 87.7 million. The capital management objectives are to ensure that IA remains a going concern, to preserve its financial flexibility for investments and to achieve a risk-adjusted return on equity.

Changes in economic condition may require adjustments to IA’s equity. These adjustments can take the form of dividend payments, capital repayments or increases.

35 Events after the balance sheet date

On December 21 2011 Forbo signed an agreement with H.B. Fuller Company for the sale of its industrial adhesives activities, including synthetic polymers, part of its Bonding Systems division, for CHF 370 million. The implementation of the transaction is subject to certain conditions and is expected to take place as soon as March 2012.

35/38

Industrial Adhesives companies

(as at December 31, 2010)

	XXXXXXXXX		XXXXXXXXX		XXXXXXXXX		XXXXXXXXX		XXXXXXXXX
Company	Registered office	Currency		Share capital		Equity interest		Purpose
Belgium
Forbo Adhesives België BVBA	Dendermonde		EUR		61,000		100%		S
Canada
Forbo Adhesives (Canada) Ltd.	Saint John		CAD		3,500,157		100%		MS
Finland
Oy Forbo Adhesives Nordic Ab	Esbo		EUR		25,280		100%		MS
France
Forbo Adhesives France S.A.S.	Surbourg		EUR		1,440,000		100%		MS
Germany
Forbo Adhesives Deutschland GmbH	Pirmasens		EUR		5,120,000		100%		MS
Paul Heinicke GmbH & Co. KG	Pirmasens		EUR		1,023,000		100%		SE
Greece
Forbo Adhesives Greece S.A.I.C	Kallithea (Athens)		EUR		927,656		100%		MS
Hong Kong
Forbo Holding (Hong Kong) Ltd.1	Hong Kong		HKD		1,000,000		100%		S
Hungary
Forbo Adhesives Hungary Kft.	Budapest		HUF		3,000,000		100%		S
Ireland
Forbo Adhesives Ireland Ltd.	Dublin		EUR		2,520		100%		S
Italy
Forbo Adhesives Italia S.p.A.	Pianezze (Vicenza)		EUR		416,000		100%		MS
Netherlands
Forbo Adhesives Nederland B.V.	Genderen		EUR		27,600		100%		MS
People’s Republic of China
Forbo Adhesives (Guangzhou) Co., Ltd.	Guangzhou		USD		8,000,000		100%		MS
Forbo Adhesives (Shanghai) Co., Ltd.	Shanghai		USD		1,000,000		100%		MS
Poland
Forbo Adhesives Poland Sp. z o.o.	Warsaw		PLN		50,000		100%		S
Romania
Forbo Adhesives Romania S.R.L.	Oradea		RON		7,077		100%		S
Spain
Forbo Adhesives Spain, S.L.	Mos (Pontevedra)		EUR		6,015,006		100%		MS
Switzerland
Forbo International SA2	Baar		CHF		100,000		100%		SE
Turkey
Forbo Adhesives Ticaret Limited Sirketi	Istanbul		TRY		725,000		100%		S
United Kingdom
Forbo Adhesives UK Ltd.	Chatteris		GBP		100		100%		MS
USA
Forbo Adhesives, LLC	Wilmington, DE		USD		5,000,100		100%		MS

¹ Forbo Holding (Hong Kong) Ltd. became Forbo Adhesives Hong Kong Ltd in 2011 an therefore has been included in the 2010 combined financial statements of Industrial Adhesives as presented.

² Only the CTU branch in Schönenwerd is part of the sale, but not the legal entity.

S Sales

MS Manufacturing and Sales

SE Services

36/38

Report of the auditor

to the board of directors of

Forbo Holding AG

Baar

We have audited the accompanying combined financial statements of Forbo Industrial Adhesives as of 31 December 2010 and 2009 which comprise the combined balance sheets, the combined statements of income, cash flows and changes in equity for the years then ended and notes (pages 2 to 36) The accompanying combined financial statements were prepared solely to assist management in presenting the financial position and results of Forbo Industrial Adhesives in connection with the possible sale of Forbo Industrial Adhesives.

Management’s responsibility for the combined financial statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with International Financial Reporting Standards as promulgated by the IASB. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditor’s responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing and the generally accepted auditing standards in the U.S. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

PricewaterhouseCoopers Ltd, Birchstrasse 160, Postfach, CH-8050 Zürich, Switzerland

Telephone: +41 58 792 44 00, Facsimile: +41 58 792 44 10, www.pwc.ch

PricewaterhouseCoopers Ltd is a member of a global network of companies that are legally independent of one another.

37/38

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the accompanying combined financial statements referred to above present fairly, in all material respects the financial position of Forbo Industrial Adhesives as of 31 December 2010 and 2009, and of their financial performance and cash flows and equity for the years then ended in accordance with International Financial Reporting Standards as promulgated by the IASB.

PricewaterhouseCoopers AG
/s/ Daniel Ketterer	/s/ Reto Tognina
Daniel Ketterer	Reto Tognina
Zürich, 24 January 2012

Enclosure:

Combined financial statements (combined balance sheets as of 31 December 2010 and 2009, the related combined statements of income, cash flows and changes in equity for the years then ended and notes)

38/38

EX-99.2

Exhibit 99.2

Half-Year Report 2011

Industrial Adhesives half-year report

Combined balance sheet	2
Combined income statement	3
Combined comprehensive income statement	3
Combined shareholders’ equity	4
Combined cash flow statement	4
Notes	5

1/7

Combined balance sheet

	30.06.2011		31.12.2010
Condensed combined balance sheet
Unaudited, CHF m
Assets
Non-current assets		203.5	220.5
Property, plant and equipment and intangible assets		182.7	197.4
Deferred tax assets and other non-current assets		20.8	23.1
Current assets		188.6	159.3
Inventories		74.6	60.4
Trade and other receivables, prepaid expenses and deferred charges		98.5	76.0
Cash and cash equivalents		15.5	22.9
Total assets		392.1	379.8
Shareholders’ equity and liabilities
Shareholders’ equity		83.0	87.7
Non-current liabilities		204.2	200.8
Non-current financial debt		165.9	158.1
Employee benefit obligations, provisions and deferred tax liabilities		38.3	42.7
Current liabilities		104.9	91.3
Trade payables		56.5	48.5
Current financial debt		5.7	7.6
Provisions and accrued expenses, tax and other liabilities		42.7	35.2
Total liabilities		309.1	292.1
Total shareholders’ equity and liabilities		392.1	379.8

2/7

Combined income statement and combined

comprehensive income statement

	First half 2011		First half 2010
Condensed combined income statement
Unaudited, CHFm
Net sales		263.0	263.0
Cost of goods sold		-220.1	-214.3
Gross profit		42.9	48.7
Operating expenses		-30.9	-34.2
Operating profit		12.0	14.5
Headquarter and trademark fees		-5.7	-1.7
Financial result		-3.9	-4.1
Group profit before taxes		2.4	8.7
Income taxes		-1.1	-2.3
Group profit		1.3	6.4
	First half 2011		First half 2010
Combined comprehensive income statement
Unaudited, CHF m
Group profit		1.3	6.4
Components of other comprehensive income:
Translation differences		-3.3	-8.9
Other comprehensive income, net of tax		-3.3	-8.9
Total comprehensive income		-2.0	-2.5

3/7

Combined shareholders’ equity and combined

cash flow statement

Combined shareholders’ equity First half 2011 Unaudited, CHF m	Share capital	Retained Earnings	Revaluatior reserve	Translation differences	Total
As at January 1, 2011	22.2	67.0	17.0	-18.5	87.7
Group profit		1.3			1.3
Other comprehensive income, net of tax				-3.3	-3.3
Total comprehensive income	0.0	1.3	0.0	-3.3	-2.0
Capital decrease		-0.2			-0.2
Dividend payment		-2.5			-2.5
As at June 30, 2011	22.2	65.6	17.0	-21.8	83.0
Combined shareholders’ equity First half 2010 Unaudited, CHF m	Share capital	Retained Earnings	Revaluation reserve	Translation differences	Total
As at January 1, 2010	22.2	78.9	17.3	-4.2	114.2
Group profit		6.4			6.4
Other comprehensive income, net of tax				-8.9	-8.9
Total comprehensive income	0.0	6.4	0.0	-8.9	-2.5
Dividend payment					0.0
As at June 30, 2010	22.2	85.3	17.3	-13.1	111.7

	First half 2011	First half 2010
Condensed combined cash flow statement
Unaudited, CHF m
Cash flow from operating activities	-13.2	-4.6
Cash flow from investing activities	-2.6	-2.5
Cash flow from financing activities	10.0	0.1
Decrease in cash and cash equivalents	-5.8	-7.0
Translation differences on cash and cash equivalents	-1.6	-0.6
Total cash and cash equivalents at beginning of year	22.9	25.7
Total cash and cash equivalents at June 30	15.5	18.1

4/7

Notes to the condensed combined half-year

financial statements (unaudited)

01 General information

The Condensed Combined Financial Information (“Financial Information”) of Forbo Industrial Adhesives (“IA”) has been prepared for the purpose of the sale of IA. The Financial Information aggregates the accounts of all IA companies/reporting unites. These IA companies/reporting units, which are part of the sale, operate under common IA management. There were no changes in scope for the aggregation since January 1, 2010.

The accompanying unaudited condensed combined financial statements for the periods ended June 30, 2011 and 2010 have been prepared by the IA management in a manner consistent with that used in the preparation of the combined financial statements for the years ended December 31, 2010 and 2009. These condensed combined financial statements should be read in conjunction with the combined financial statements as at December 31, 2010. Operating results for the interim periods presented are not necessarily indicative of the results that may be expected for the full year.

IA develops, manufactures and distributes adhesives for industrial applications as well as synthetic polymers and is part of the Forbo Bonding System operating segment.

The Financial Information has been prepared as a carve-out from the unaudited accounting records of the consolidated half-year financial statements of Forbo Holding AG, covering the six-moth periods from January 1, 2011 to June 30, 2011 (hereinafter ‘reporting period’) and January 1, 2010 to June 30, 2010, that has been prepared in accordance with International Accounting Standard 34 (IAS 34) ‘Interim Financial Reporting’.

02 Group accounting policies

The accounting policies applied in the combined half-year report are in line with the accounting policies set out in the 2010 combined IA financial report with the following exceptions:

The following new and revised standards and interpretations were applied by the Forbo Group and by IA for the first time as at January 1, 2011:

– IAS 24 (revised), ‘Related party disclosures’

– IAS 32 (revised), ‘Financial instruments: presentation’

– IFRIC 14/IAS 19 (revised), ‘The limit on a defined benefit asset, minimum funding requirements and their interaction’

– IFRIC 19 (new), ‘Extinguishing financial liabilities with equity instruments’

– Improvements to IFRSs (published in May 2010). The IASB published its third collection of amendments to various IFRSs. This affects a total of six standards and one interpretation, although – in accordance with the underlying idea of the collection of amendments – they do not involve fundamental changes to the standards. In some cases, only inconsistencies have been eliminated or formulations improved.

The application of these new and revised standards and interpretations has no significant effect on the combined IA half-year report presented here.

IA has not early applied further standards, interpretations or amendments that have been published but are not yet mandatory.

The preparation of the combined half-year financial statements requires management to make estimates and assumptions that can affect reported revenues, expenses, assets, liabilities, and contingent liabilities at the date of the financial statements. If the estimates and assumptions made by management to the best of its knowledge at the date of the financial statements differ from the actual facts, the original estimates and assumptions will be adjusted in the reporting period in which the facts have changed.

The combined half-year financial statements do not contain any new estimates and assumptions by management compared with the combined financial statements as at December 31, 2010. Earnings and expenses which are not incurred on a straight-line basis during the business year are only deferred if such deferral was justified at year-end. Income tax expenditure is estimated on the basis of average actual tax rates during the current business year.

03 Changes in the scope of consolidation

There were no changes in the scope of consolidation in the reporting period.

5/7

04 Balance sheet

Total assets as at June 30, 2011 increased by CHF 12.3 million to CHF 392.1 million compared with the end of the previous year.

The decline in property, plant and equipment and intangible assets (CHF 14.7 million) mainly occurred to currency exchange effects, but also because depreciation was higher than additions to property, plant and equipment (CHF 5.2 million versus CHF 2.8 million). On the other hand, inventories and trade and other receivables, prepaid expenses and deferred charges increased significantly by CHF 29.3 million mainly due to growth and the fact that working capital is generally higher mid-year than at year-end.

Non-current financial debt increased by CHF 7.8 million since additional loans were granted by other Forbo companies. The balance sheet item ‘Employee benefit obligations, provisions and deferred tax liabilities’ decreased slightly by CHF 4.4 million to CHF 38.3 million compared with the end of the previous year. The increase in current liabilities of CHF 13.6 million mainly relates to the growth and cut-off date driven increase in trade payables (CHF 8.0 million) and the increase in current provisions, accrued expenses, tax and other liabilities of CHF 7.5 million due to payables for Forbo Group headquarter and trademark fees.

Compared with December 31, 2010, shareholders’ equity decreased by CHF 4.7 million to CHF 83.0 million. This reduction was partly due to dividend payments to shareholders of CHF 2.5 million but mainly due to losses stemming from the translation of the half-year reports of subsidiaries into the IA presentation currency Swiss franc. The Group profit of CHF 1.3 million generated in the first half of 2011 was not sufficient to offset this negative currency effects and the dividend paid out to the shareholders. The equity ratio decreased in the first half of 2011 and stood at 21.2% as at June 30, 2011.

05 Income statement

Operating profit (EBIT) in the reporting period came to CHF 12.0 million, which was CHF 2.5 million lower than in the prior-year period. The main reasons for the decrease in EBIT were the negative currency impact due to the strong Swiss franc and the steep increase in raw material prices in 2011 which led to higher costs of goods sold. This negative effect could only be partially compensated by significantly lower operating expenses.

Headquarter and trademark fees amount to CHF 5.7 million. The increase compared to prior year mainly relates to higher credit notes included in the prior year amount.

Financial result came to CHF 3.9 million in the reporting period. This sum consists mainly of interest expense in connection with the financing of the Group.

Income tax amounted to CHF 1.1 million, corresponding to a tax rate of approximately 46%. Since IA operates in various countries with different tax laws and rates, the current tax rate depends on the origin of the revenues or losses in each country.

Group profit came to CHF 1.3 million. The main reasons for the CHF 5.1 million decline in profit versus the prior-year period were the increased raw material prices and headquarter and trademarks fees.

06 Free cash flow

The free cash flow in the period under review came to CHF -15.8 million.

Operating cash flow decreased by CHF 8.6 million in comparison with the prior-year period and came to CHF -13.2 million. The main reason for the negative operating cash flow was a significant increase of net working capital in the reporting period. Additions to fixed assets led to a negative cash flow from investing activities of CHF -2.6. Cash flow from financing activities was positive and came to CHF 10.0 million for the first half of 2011 mainly due to the increase of loans from related parties.

07 Main exchange rates applied

The following exchange rates have been applied for the most important currencies concerned:

6/7

		Income statement			Balance sheet
Currency		Average exchange rate, 6 months			Exchange rate on balance-sheet date
CHF			2011	2010		30.06.2011	31.12.2010
Euro countries	EUR		1.27	1.44		1.19	1.25
USA	USD		0.91	1.08		0.84	0.94
United Kingdom	GBP		1.47	1.65		1.33	1.46

08 Events after the balance sheet date

In December 2011, Forbo Group announced an agreement to divest its industrial adhesives activities, including synthetic polymers, from its Bonding Systems division to H.B. Fuller Company. Following fulfilment of all the conditions, the deal was successfully closed on March 5, 2012.

7/7

EX-99.3

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

The unaudited pro forma condensed combined financial data set forth below gives effect to the acquisition (the “acquisition”) of the industrial adhesives and synthetic polymers business (the “Business”) of Forbo Holding AG (“Forbo”) by H.B. Fuller Company (“H.B. Fuller”), the issuance of $250 million of 4.12 percent Senior Notes and the draw down of the $150 million term loan with an initial interest rate of 1.75 percent which represented the prevailing LIBOR plus a spread of 150 basis points, by the application of the pro forma adjustments to the historical condensed consolidated financial statements of H.B. Fuller. The unaudited pro forma condensed combined financial data should be read in conjunction with the audited consolidated financial statements and notes of H.B. Fuller on Form 10-K for the fiscal year ended December 3, 2011, the unaudited condensed consolidated financial statements and notes of H.B. Fuller on Form 10-Q for the quarterly period ended March 3, 2012, the attached combined financial information of the Business in Exhibit 99.1 and Exhibit 99.2, and the accompanying notes to the unaudited pro forma condensed combined financial data.

The unaudited pro forma condensed combined balance sheet as of March 3, 2012 gives effect to the acquisition and the issuance of the notes and draw down of the term loan as if they had occurred on such date. The unaudited pro forma condensed combined statements of income give effect to the acquisition and the issuance of the notes and the draw down of the term loan as if they occurred as of November 28, 2010, the beginning of H.B. Fuller’s 2011 fiscal year. The unaudited pro forma condensed combined financial data do not purport to represent what H.B. Fuller’s results or financial position would have been if the acquisition had occurred as of the dates indicated or what such results will be for any future periods. The actual results in the periods following the acquisition may differ significantly from that reflected in the unaudited pro forma condensed combined financial data for a number of reasons including, but not limited to, differences between the assumptions used to prepare the unaudited pro forma condensed combined financial data and actual amounts and, completion of a final valuation of the acquisition and other reviews, including a valuation of the Business’ fixed assets and intangible assets, evaluation of contingent liabilities and changes in exchange rates. In addition, no adjustments have been made for non-recurring costs related to the acquisition, including costs associated with the completion of the acquisition, costs associated with the restructuring of the workforce and the manufacturing footprint and non-cash costs related to accelerated depreciation of long-lived assets for periods subsequent to the acquisition. Also, no adjustments have been made for potential cost savings from information technology integration, accounting migration and other activities necessary to handle financial, tax and regulatory compliance and operational changes of manufacturing sites.

The unaudited pro forma condensed combined financial data have been prepared giving effect to the acquisition, which is accounted for as a purchase business combination in accordance with FASB Accounting Standards Codification 805, “Business Combinations”. The total purchase price for the Business was allocated to the net assets based upon preliminary estimates of fair value. The purchase price allocations for the acquisition are preliminary and further refinements are likely to be made based on the results of final valuations and consideration of fair values.

The unaudited pro forma adjustments are based upon available information and certain assumptions that H.B. Fuller believes are reasonable, which assumptions are described in the accompanying notes. The unaudited pro forma condensed combined statements of income exclude certain non-recurring charges that will be incurred in connection with the acquisition, including additional transaction and subsequent integration costs. The inventory fair value step up, expected to increase cost of sales by $3.3 million in 2012, has also been excluded.

The financial information of the Business has been extracted from the historical financial information of Forbo for the entities and assets acquired. The financial information was prepared in accordance with International Financial Reporting Standards (IFRS) as adopted by the International Accounting Standards Board (IASB) which is a method of accounting different from United States Generally Accepted Accounting Principles (U.S. GAAP) and prepared in Swiss francs. Unaudited pro forma adjustments have been made to convert the Business IFRS financial statements to U.S. GAAP. After application of U.S. GAAP adjustments, the Swiss francs amounts have been translated to U.S. dollars using historic exchange rates.

Unaudited Pro Forma Condensed Combined Balance Sheet

(amounts in thousands, except exchange rates)

As of March 3, 2012

	H.B. Fuller Company ($)		Business Acquired (IFRS) (CHF)		Business Acquired US GAAP Adjustments (CHF)			Business Acquired (US GAAP) (CHF)		Exchange Rate ($/CHF)		Business Acquired (US GAAP) ($)		Acquisition and Purchase Price Allocation8 ($)			Pro Forma Combined ($)
Assets
Current assets
Cash and cash equivalents		149,877		—					—		1.0939		—		(4,725	)		145,152
Trade receivables, net		244,641		80,730					80,730		1.0939		88,307		(893	)		332,055
Inventories		163,466		68,527					68,527		1.0939		74,958		668			239,092
Other current assets		69,240		27,264		264	2		27,528		1.0939		30,112		(637	)		98,715
Total current assets		627,224		176,521		264			176,785				193,377		(5,587	)		815,014
Property, plant and equipment, net		252,893		81,680		(15,312	) 1		66,368		1.0939		72,597		19,759			345,249
Goodwill		114,819		85,804					85,804		1.0939		93,861		43,835			252,515
Other intangibles, net		124,563		21,725					21,725		1.0939		23,765		95,595			243,923
Other assets and deferred taxes		136,158		1,263		27	2		1,290		1.0939		1,411		(1,283	)		136,286
Total assets		1,255,657		366,993		(15,021	)		351,972				385,011		152,319			1,792,987
Liabilities, redeemable non-controlling interest and total equity
Current liabilities
Notes payable		28,397							—		1.0939		—					28,397
Current maturities of long-term debt		26,250							—		1.0939		—		7,500			33,750
Trade payables		136,137		56,454					56,454		1.0939		61,752		128			198,017
Accrued compensation		33,377		6,589					6,589		1.0939		7,207		646			41,230
Income taxes payable		13,391		365					365		1.0939		399		177			13,967
Other accrued expenses		32,280		28,652					28,652		1.0939		31,341		(411	)		63,210
Total current liabilities		269,832		92,060		—			92,060				100,699		8,040			378,571
Long-term debt, excluding current maturities		172,956							—		1.0939		—		392,500			565,456
Accrued pension liabilities		39,156		13,818					13,818		1.0939		15,115		(489	)		53,782
Other liabilities and deferred taxes		41,875		7,554		(3,908	)1, 2		3,646		1.0939		3,988		17,477			63,340
Total liabilities		523,819		113,432		(3,908	)		109,524				119,802		417,528			1,061,149
Commitments and contingencies		—							—		1.0939		—					—
Redeemable non-controlling interest		3,861							—		1.0939		—					3,861
Equity
Stockholders’ equity		727,602		253,561		(11,113	) 1		242,448		1.0939		265,209		(265,209	)		727,602
Non-controlling interests		375							—		1.0939		—					375
Total equity		727,977		253,561		(11,113	)		242,448				265,209		(265,209	)		727,977
Total liabilities, redeemable non-controlling interest and total equity		1,255,657		366,993		(15,021	)		351,972				385,011		152,319			1,792,987

See accompanying notes to unaudited pro forma condensed combined financial data

Unaudited Pro Forma Condensed Combined Statement of Income

(amounts in thousands, except per share amounts and exchange rates)

Fiscal Year ended December 3, 2011

	H.B. Fuller Company			Business Acquired (IFRS)			Business Acquired US GAAP Adjustments			Business Acquired (US GAAP)			Exchange Rate		Business Acquired (US GAAP)			Acquisition and Purchase Price Allocation			Pro Forma Combined
	($)			(CHF)			(CHF)			(CHF)			($/CHF)		($)			($)			($)
Net revenue		1,557,552			507,052						507,052			1.1378		576,911						2,134,463
Cost of sales		(1,110,462	)		(423,685	)		500	1		(423,185	)		1.1378		(481,489	)		(1,235	) 5		(1,593,186	)
Gross profit		447,090			83,367			500			83,867					95,422			(1,235	)		541,277
Selling, general and administrative expenses		(318,046	)		(56,730	)					(56,730	)		1.1378		(64,546	)		(11,084	) 5		(393,676	)
Special charges, net		(7,499	)								—			1.1378		—			6,003	4		(1,496	)
Asset impairment charges		(332	)								—			1.1378		—						(332	)
Other income (expense), net		4,590			(14,869	)					(14,869	)		1.1378		(16,918	)		16,918	3		4,590
Interest expense		(10,811	)		(7,629	)					(7,629	)		1.1378		(8,680	)		(4,425	) 3, 6		(23,916	)
Income before income taxes and income from equity method investments		114,992			4,139			500			4,639					5,278			6,177			126,447
Income taxes		(34,951	)		458			(192	) 1		266			1.1378		303			(1,379	) 7		(36,027	)
Income from equity method investments		9,006									—			1.1378		—						9,006
Net income including non-controlling interests		89,047			4,597			308			4,905					5,581			4,798			99,426
Net (income) loss attributable to non-controlling interests		58									—			1.1378		—			—			58
Net income		89,105			4,597			308			4,905					5,581			4,798			99,484
Earnings per share attributable to H.B. Fuller common stockholders
Basic		1.82																				2.03
Diluted		1.79																				2.00
Weighted-average common shares outstanding
Basic		48,991																				48,991
Diluted		49,866																				49,866

See accompanying notes to unaudited pro forma condensed combined financial data

Unaudited Pro Forma Condensed Combined Statement of Income

(amounts in thousands, except per share amounts and exchange rates)

Thirteen Weeks Ended March 3, 2012

	H.B. Fuller Company			Business Acquired (IFRS)			Business Acquired US GAAP Adjustments			Business Acquired (US GAAP)			Exchange Rate		Business Acquired (US GAAP)			Acquisition and Purchase Price Allocation			Pro Forma Combined
	($)			(CHF)			(CHF)			(CHF)			($/CHF)		($)			($)			($)
Net revenue		375,262			123,826						123,826			1.0730		132,864						508,126
Cost of sales		(261,156	)		(102,884	)		125	1		(102,759	)		1.0730		(110,260	)		(392	) 5		(371,808	)
Gross profit		114,106			20,942			125			21,067					22,604			(392	)		136,318
Selling, general and administrative expenses		(83,331	)		(13,978	)					(13,978	)		1.0730		(14,998	)		(2,777	) 5		(101,106	)
Special charges, net		(6,482	)								—			1.0730		—						(6,482	)
Asset impairment charges		—									—			1.0730		—						—
Other income (expense), net		143			(1,999	)					(1,999	)		1.0730		(2,145	)		2,145	3		143
Interest expense		(2,618	)		(2,254	)					(2,254	)		1.0730		(2,419	)		(784	) 3, 6		(5,821	)
Income before income taxes and income from equity method investments		21,818			2,711			125			2,836					3,042			(1,808	)		23,052
Income taxes		(8,683	)		(540	)		(48	) 1		(588	)		1.0730		(631	)		682	7		(8,632	)
Income from equity method investments		2,195									—			1.0730		—						2,195
Net income including non-controlling interests		15,330			2,171			77			2,248					2,411			(1,126	)		16,615
Net (income) loss attributable to non-controlling interests		(25	)								—			1.0730		—			—			(25	)
Net income		15,305			2,171			77			2,248					2,411			(1,126	)		16,590
Earnings per share attributable to H.B. Fuller common stockholders
Basic		0.31																				0.34
Diluted		0.30																				0.33
Weighted-average common shares outstanding
Basic		49,365																				49,365
Diluted		50,253																				50,253

See accompanying notes to unaudited pro forma condensed combined financial data

Notes to Unaudited Pro Forma Condensed Combined Financial Statements

(amounts in thousands, except per share amounts and exchange rates)

The unaudited pro forma condensed combined financial statements have been derived from the financial information of H.B. Fuller Company (“H.B. Fuller”) and the industrial adhesives and synthetic polymers business (“the Business”) of Forbo Holding AG (“Forbo”). The financial information of the Business was prepared in accordance with IFRS and in Swiss francs. Adjustments have been made to the Business information to present it in conformity with U.S. GAAP and in U.S. dollars. The acquisition has been treated as an acquisition with H.B. Fuller as the acquirer and the Business as the acquiree, assuming that the acquisition had been completed on March 3, 2012, for the unaudited pro forma condensed combined balance sheet and November 28, 2010 for the unaudited pro forma condensed combined statements of income.

Translation from Swiss francs to U.S. dollars

The financial information of the Business has been translated from Swiss francs to U.S. dollars:

• In the unaudited pro forma condensed combined balance sheet using an exchange rate of $1.0939/CHF, the exchange rate at which H.B. Fuller completed the acquisition.

• In the unaudited pro forma condensed combined statement of income for the fiscal year ended December 3, 2011, using an exchange rate of $1.1378/CHF, the average exchange rate during the period presented.

• In the unaudited pro forma condensed combined statement of income for the 13 weeks ended March 3, 2012, using an exchange rate of $1.0730/CHF, the average exchange rate during the period presented.

U.S. GAAP adjustments

The following reclassification adjustments have been made to align the IFRS financial information of the Business with H.B. Fuller’s accounting policies under U.S. GAAP:

Note 1—Adjustments to property, plant and equipment, net. Land and buildings revaluations in the amount of CHF 15,312 were removed from property, plant and equipment, net and stockholders’ equity to conform with H.B. Fuller’s accounting policies under U.S. GAAP. The adjustment to stockholders’ equity was net of related deferred taxes of CHF 4,199. The related depreciation expense of CHF 500 for the year ended December 3, 2011 and CHF 125 for the 13 weeks ended March 3, 2012, were removed from cost of sales to conform with H.B. Fuller’s accounting policies under U.S. GAAP. The related income tax expense was estimated at the statutory rate in the local jurisdiction where the depreciation expense was incurred.

Note 2—Adjustments to deferred income taxes. U.S. GAAP requires deferred income taxes to be classified as current and non-current based on the nature of the associated asset or liability. IFRS requires all deferred tax to be classified as non-current. This resulted in an increase in other current assets of CHF 264, an increase in other non-current assets of CHF 27 and an increase in other non-current liabilities of CHF 291.

Other pro forma adjustments

The following entries reflect the pro forma adjustments related to the acquisition.

Note 3—Adjustment to the acquired Business historical income statement. The adjustments reflect the elimination of royalty fees and technology fees paid to Forbo by the Business prior to the acquisition. As part of the purchase agreement all licenses and related royalty assets were acquired by H.B. Fuller and therefore these fees will not continue in the future. See note 5 for explanation of the increase in amortization expense related to the fair value of the related assets as part of the acquisition in selling, general and administrative expenses.

The adjustments reflect the elimination of interest expense paid to Forbo by the Business prior to the acquisition as these intercompany liabilities were settled as part of the purchase agreement. The additional interest expense related to the H.B. Fuller aggregate borrowing of $400,000 has been added to the pro forma periods.

	Year ended December 3, 2011		13 Weeks ended March 3, 2012
Other income (expense), net	$	16,918	$	2,145
Interest expense		8,680		2,419

Note 4—Adjustment to the H.B. Fuller historical income statement. Adjustments have been made to Special charges, net in the amount of $6,003 for the fiscal year ended December 3, 2011 to remove the acquisition expenses directly related to the acquired Business which were incurred in the period. Acquisition related expenses included costs related to investment advisory, financial advisory, legal and valuation services and the expense to purchase a foreign currency option to hedge a portion of the acquisition purchase price. No adjustments have been made to Special charges, net for the thirteen weeks ended March 3, 2012 because the acquisition expenses directly related to organization consulting, investment advisory, financial advisory, legal and valuation services necessary to acquire the Business and financing expense to make a bridge loan available if needed were offset by a gain on the purchase of forward currency contracts to hedge the purchase price of the acquisition after the price was established.

Note 5—Adjustments to Depreciation and Amortization Expense. The adjustments reflect additional depreciation and amortization expenses associated with the fair market value adjustments to property, plant and equipment (included in cost of goods sold) and amortizable intangible assets (included in selling, general and administrative expenses):

	Year ended December 3, 2011		13 Weeks ended March 3, 2012
Property, plant and equipment	$	1,235	$	392
Amortizable intangible assets		11,084		2,777

Amortizable intangible assets, acquired and related useful lives:

	Net Identifiable Intangibles		Weighted average useful lives (in years)
Customer relationships	$	55,980		12
Developed technology		42,190		11
Trademarks/trade names		20,710		8
Other		480		3
	$	119,360

Note 6—Adjustments to Interest Expense. Adjustments have been made to interest expense as follows:

	Year ended December 3, 2011		13 Weeks ended March 3, 2012
Interest on the $250,000 of 4.12% Senior Notes	$	10,498	$	2,575
Interest on the $150,000 term loan at the initial rate of 1.75%		2,580		621
Amortization of additional deferred financing costs		27		7
	$	13,105	$	3,203

The $250,000 of 4.12 percent Senior Notes were issued on March 5, 2012 to fund a portion of the acquisition of the Business. The draw down of $150,000 term loan with an initial interest rate of 1.75 percent interest rate occurred on March 5, 2012 to fund a portion of the acquisition of the Business. Actual interest rates can vary from the interest rates assumed in the pro forma adjustment to interest expense. A one-eighth percentage point variance in the assumed interest rate would affect interest expense $185 for the year ended December 3, 2011 and $44 for the 13 weeks ended March 3, 2012.

Note 7—Adjustments to Income Tax Expense. Adjustments have been made to income tax expense to record the tax effects associated with the IFRS to U.S. GAAP depreciation expense adjustment, the Business historical income statement adjustments, the additional depreciation and amortization expense adjustments and the interest expense adjustments in the condensed combined statements of income. The tax effect of the IFRS to U.S. GAAP depreciation expense adjustment, the Business historical income statement adjustments, and the depreciation and amortization expense adjustments were estimated at the statutory rate in the local jurisdiction where expenses were incurred. The weighted average tax rate for these adjustments was 33.6 percent. The tax effect for the H.B. Fuller historical income statement adjustments was $1,634 for the fiscal year ended December 3, 2011. The tax effect of the interest expense adjustment was estimated at 38.4 percent, which is H.B. Fuller’s estimated marginal U.S. tax rate.

Note 8—Adjustment Based Upon Purchase Price Allocation. The unaudited pro forma condensed combined financial data includes adjustments based upon the preliminary purchase price allocation, and further adjustments may be made based on the completion of the final valuation of the acquisition and other reviews. The acquisition price of $404,725 was determined using an exchange rate of $1.0939 / CHF, the exchange rate at time H.B. Fuller completed the acquisition, and consists of 370,000 CHF for the Business. The following table summarizes the net assets acquired from Forbo and the pro forma purchase price allocation based on the March 5, 2012 unaudited combined financial statement of the Business:

Acquisition price	$	404,725
Less net book value of the Business acquired		(265,209	)
	$	139,516
Allocation of acquisition price less net book value of the Business  acquired:
Trade receivables, net	$	(893	)
Inventories		668
Other current assets		(637	)
Property, plant and equipment		19,759
Goodwill		43,835
Other intangibles, net		95,595
Other assets and deferred taxes		(1,283	)

Trade payables		(128	)
Accrued compensation		(646	)
Income taxes payable		(177	)
Other accrued expenses		411
Accrued pension liabilities		489
Other liabilities and deferred taxes		(17,477	)
	$	139,516

The adjustment to the pension liability relates to an adjustment of the present value of the Business’ pension benefit obligations to fair value, reflecting a change from U.S. GAAP liability to funding liability in accordance with purchase accounting requirements.

The deferred income taxes adjustment relates to the recognition of deferred income taxes on the differences between financial accounting and income tax bases related to the allocation of excess purchase price to various assets and liabilities.

The following table summarizes the debt incurred from the Notes and the draw down of H.B. Fuller’s term loan to finance the acquisition. The acquisition was funded as follows:

Senior notes issued March 5, 2012	$	250,000
Draw down of term loan on March 5, 2012		150,000
Increase in debt		400,000
Less current maturities		(7,500	)
Total increase in long-term debt	$	392,500