RPM INTERNATIONAL INC/DE/ (RPM)

CIK: 0000110621. SIC: 2851 Paints, Varnishes, Lacquers, Enamels & Allied Prods. Latest 10-K as of: 2025-07-24.

SIC breadcrumb: Manufacturing > Chemicals And Allied Products > SIC 2851 Paints, Varnishes, Lacquers, Enamels & Allied Prods

SEC company page: https://www.sec.gov/edgar/browse/?CIK=110621. Latest filing source: 0000950170-25-098313.

Selected Fundamentals

Financials

Annual standardized facts from SEC companyfacts as of latest extracted filing date 2025-07-24. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000110621.json. Derived margins are computed from the extracted annual SEC facts.

Flow metrics use full-year FY periods from 10-K/10-K/A filings; balance-sheet metrics use FY-end instants. Missing metrics are omitted rather than fabricated.

Financial Charts

Quarterly

Quarterly standardized facts from SEC companyfacts as of latest extracted filing date 2026-04-08. Source: https://data.sec.gov/api/xbrl/companyfacts/CIK0000110621.json.

Flow metrics use discrete quarter-length periods from 10-Q/10-Q/A filings. Q4 revenue and net income are derived only when annual FY and nine-month YTD facts exist for the same fiscal year; derived Q4 values are labeled. EPS Q4 is not derived.

Quarterly Charts

Macro Cross-References

• CPIAUCSL - Consumer Price Index for All Urban Consumers: All Items in U.S. City Average
• UNRATE - Unemployment Rate
• FEDFUNDS - Federal Funds Effective Rate
• CES0500000003 - Average Hourly Earnings of All Employees, Total Private
• DFEDTARU - Federal Funds Target Range - Upper Limit
• DFEDTARL - Federal Funds Target Range - Lower Limit
• DGS3MO - Market Yield on U.S. Treasury Securities at 3-Month Constant Maturity
• DGS2 - Market Yield on U.S. Treasury Securities at 2-Year Constant Maturity
• DGS10 - Market Yield on U.S. Treasury Securities at 10-Year Constant Maturity
• DGS30 - Market Yield on U.S. Treasury Securities at 30-Year Constant Maturity
• T10Y2Y - 10-Year Treasury Constant Maturity Minus 2-Year Treasury Constant Maturity
• CPILFESL - Consumer Price Index for All Urban Consumers: All Items Less Food and Energy
• CPIUFDSL - Consumer Price Index for All Urban Consumers: Food
• CPIENGSL - Consumer Price Index for All Urban Consumers: Energy
• CUSR0000SAH1 - Consumer Price Index for All Urban Consumers: Shelter
• PCEPI - Personal Consumption Expenditures: Chain-type Price Index
• PCEPILFE - Personal Consumption Expenditures Excluding Food and Energy: Chain-type Price Index
• PPIACO - Producer Price Index by Commodity: All Commodities
• T10YIE - 10-Year Breakeven Inflation Rate
• U6RATE - Total Unemployed, Plus All Marginally Attached Workers Plus Total Employed Part Time for Economic Reasons
• PAYEMS - All Employees, Total Nonfarm
• CIVPART - Labor Force Participation Rate
• EMRATIO - Employment-Population Ratio
• UNEMPLOY - Unemployed
• CE16OV - Employment Level
• ICSA - Initial Claims
• JTSJOL - Job Openings: Total Nonfarm
• JTSQUR - Quits: Total Nonfarm
• GDPC1 - Real Gross Domestic Product
• A191RL1Q225SBEA - Real Gross Domestic Product: Percent Change from Preceding Period
• INDPRO - Industrial Production: Total Index
• TCU - Capacity Utilization: Total Index
• HOUST - New Privately-Owned Housing Units Started: Total Units
• PERMIT - New Privately-Owned Housing Units Authorized in Permit-Issuing Places: Total Units
• RSAFS - Advance Retail Sales: Retail Trade
• PCE - Personal Consumption Expenditures
• DSPIC96 - Real Disposable Personal Income
• PSAVERT - Personal Saving Rate
• M2SL - M2
• BOPGSTB - U.S. International Trade in Goods and Services: Balance
• MSPUS - Median Sales Price of Houses Sold for the United States
• HSN1F - New One Family Houses Sold: United States
• RHORUSQ156N - Homeownership Rate in the United States
• TTLCONS - Total Construction Spending: Total Construction in the United States
• RRVRUSQ156N - Rental Vacancy Rate in the United States
• TOTALSL - Total Consumer Credit Owned and Securitized
• REVOLSL - Revolving Consumer Credit Owned and Securitized
• DRCCLACBS - Delinquency Rate on Credit Card Loans, All Commercial Banks
• GDP - Gross Domestic Product
• GPDI - Gross Private Domestic Investment
• GCE - Government Consumption Expenditures and Gross Investment
• PCEC - Personal Consumption Expenditures
• NETEXP - Net Exports of Goods and Services
• GFDEBTN - Federal Debt: Total Public Debt
• GFDEGDQ188S - Federal Debt: Total Public Debt as Percent of Gross Domestic Product
• FYFSD - Federal Surplus or Deficit
• FGRECPT - Federal Government Current Receipts
• FGEXPND - Federal Government: Current Expenditures
• MANEMP - All Employees, Manufacturing
• USCONS - All Employees, Construction
• USTRADE - All Employees, Retail Trade
• USFIRE - All Employees, Financial Activities
• USGOVT - All Employees, Government
• AWHAETP - Average Weekly Hours of All Employees, Total Private
• DGORDER - Manufacturers' New Orders: Durable Goods
• NEWORDER - Manufacturers' New Orders: Nondefense Capital Goods Excluding Aircraft
• BUSINV - Total Business Inventories
• EXPGS - Exports of Goods and Services
• IMPGS - Imports of Goods and Services
• IR - Import Price Index (End Use): All Commodities
• PPIFIS - Producer Price Index by Commodity: Final Demand

Latest quarter (10-Q)

Latest 10-Q source: 0001193125-26-147191.

Extracted between Part I Item 2 and the next Item 3/4 or Part II heading after HTML sanitization. Confidence: high. Filing date: 2026-04-08. Report date: 2026-02-28.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements include all of our majority-owned and controlled subsidiaries. Investments in less-than-majority-owned joint ventures over which we have the ability to exercise significant influence are accounted for under the equity method. Preparation of our financial statements requires the use of estimates and assumptions that affect the reported amounts of our assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We continually evaluate these estimates, including those related to our allowances for doubtful accounts; reserves for excess and obsolete inventories; allowances for recoverable sales and/or value-added taxes; uncertain tax positions; useful lives of property, plant and equipment; goodwill and other intangible assets; environmental, warranties and other contingent liabilities; income tax valuation allowances; pension plans; and the fair value of financial instruments. We base our estimates on historical experience, our most recent facts, and other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of our assets and liabilities. Actual results, which are shaped by actual market conditions, may differ materially from our estimates.

A comprehensive discussion of the accounting policies and estimates that are the most critical to our financial statements are set forth in our Annual Report on Form 10-K for the year ended May 31, 2025.

29

BUSINESS SEGMENT INFORMATION

Effective June 1, 2025, we realigned certain businesses and management structures to recognize how we allocate resources and analyze the operating performance of our operating segments. As such, we now report under three reportable segments instead of our four previous reportable segments. Our three reportable segments are: CPG, PCG and Consumer. This realignment changed our reportable segments beginning with our first quarter of fiscal 2026. As a result, historical segment results have been recast to reflect the impact of this change. See Note 17, "Segment Information," to the Consolidated Financial Statements for further detail.

The following tables reflect the results of our reportable segments consistent with our management philosophy, and represent the information we utilize, in conjunction with various strategic, operational and other financial performance criteria, in evaluating the performance of our portfolio of businesses.

Three Months Ended

Nine Months Ended

February 28,

February 28,

February 28,

February 28,

(In thousands)

2026

2025

2026

2025

Net Sales

CPG Segment

$

546,665

$

494,845

$

2,165,550

$

2,043,318

PCG Segment

496,829

458,420

1,569,113

1,459,611

Consumer Segment

564,455

523,297

1,896,924

1,787,740

Consolidated

$

1,607,949

$

1,476,562

$

5,631,587

$

5,290,669

Income Before Income Taxes (a)

CPG Segment

Income Before Income Taxes (a)

$

22,884

$

8,065

$

280,825

$

277,008

Interest (Expense), Net (b)

(728

)

(542

)

(2,259

)

(1,910

)

EBIT (c)

$

23,612

$

8,607

$

283,084

$

278,918

PCG Segment

Income Before Income Taxes (a)

$

61,025

$

53,792

$

225,403

$

211,237

Interest Income, Net (b)

974

829

2,522

2,070

EBIT (c)

$

60,051

$

52,963

$

222,881

$

209,167

Consumer Segment

Income Before Income Taxes (a)

$

45,750

$

44,139

$

255,180

$

236,824

Interest Income (Expense), Net (b)

20

(266

)

(236

)

(1,080

)

EBIT (c)

$

45,730

$

44,405

$

255,416

$

237,904

Corporate/Other

(Loss) Before Income Taxes (a)

$

(60,352

)

$

(65,045

)

$

(183,059

)

$

(180,685

)

Interest (Expense), Net (b)

(15,034

)

(21,748

)

(48,696

)

(48,866

)

EBIT (c)

$

(45,318

)

$

(43,297

)

$

(134,363

)

$

(131,819

)

Consolidated

Net Income

$

51,614

$

52,314

$

440,928

$

464,318

Add: Provision (Benefit) for Income Taxes

17,693

(11,363

)

137,421

80,066

Income Before Income Taxes (a)

69,307

40,951

578,349

544,384

Interest (Expense)

(26,947

)

(22,993

)

(84,278

)

(70,604

)

Investment Income, Net

12,179

1,266

35,609

20,818

EBIT (c)

$

84,075

$

62,678

$

627,018

$

594,170

(a) The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by GAAP, to EBIT.

(b) Interest Income (Expense), Net includes the combination of Interest Income (Expense) and Investment Income (Expense), Net.

(c) EBIT is a non-GAAP measure and is defined as Earnings (Loss) Before Interest and Taxes. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT, as a performance evaluation measure because Interest Income (Expense), Net is essentially related to corporate functions, as opposed to segment operations. We believe EBIT is useful to investors for this purpose as well, using EBIT as a metric in their investment decisions. EBIT should not be considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with GAAP, since EBIT omits the impact of interest in determining operating performance, which represent items necessary to our continued operations, given our level of indebtedness. Nonetheless, EBIT is a key measure expected by and useful to our fixed income investors, rating agencies and the banking community all of whom believe, and we concur, that this measure is critical to the capital markets' analysis of our segments' core operating performance. We also evaluate EBIT because it is clear that movements in EBIT impact our ability to attract financing. Our underwriters and bankers consistently require inclusion of this measure in offering memoranda in conjunction with any debt underwriting or bank financing. EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results.

30

RESULTS OF OPERATIONS

Three Months Ended February 28, 2026

Net Sales

Three months ended

(in millions, except percentages)

February 28, 2026

February 28, 2025

Total

Growth

Organic

Growth (Decline)(1)

Acquisition &

Divestiture Impact

Foreign Currency

Exchange Impact

CPG Segment

$

546.7

$

494.9

10.5

%

6.9

%

0.2

%

3.4

%

PCG Segment

496.8

458.4

8.4

%

5.1

%

0.9

%

2.4

%

Consumer Segment

564.4

523.3

7.9

%

(2.4

%)

9.0

%

1.3

%

Consolidated

$

1,607.9

$

1,476.6

8.9

%

3.0

%

3.5

%

2.4

%

(1) Organic growth (decline) includes the impact of price and volume.

Our CPG segment generated organic sales growth during the third quarter of fiscal 2026. This growth was driven by broad-based strength across its North American businesses, particularly those serving roofing solutions, wall systems and concrete admixtures, in addition to a rebound from the government shutdown. Favorable foreign currency translation also contributed to the sales increase.

Our PCG segment generated organic sales growth during the third quarter of fiscal 2026, driven by broad-based growth, particularly in protective coatings and fireproofing coatings, in addition to strong demand in emerging markets for infrastructure and high-performance building solutions. Favorable foreign currency translation also contributed to the sales increase.

Our Consumer segment experienced organic sales declines in the third quarter of fiscal 2026 due to softness in DIY markets and product rationalization, partially offset by improved pricing to recover inflation. These organic sales declines were offset by acquisitions and favorable foreign currency translation.

Gross Profit Margin Our consolidated gross profit margin of 39.5% of net sales for the third quarter of fiscal 2026 compares to a consolidated gross profit margin of 38.4% for the comparable period a year ago. The current quarter gross profit margin increase of approximately 1.1%, or 110 basis points, was driven by improved fixed-cost leverage from higher volumes, improved pricing to recover inflation and our MAP 2025 initiatives, which generated incremental savings in procurement, manufacturing and commercial excellence, partially offset by cost inflation, inclusive of tariff-related impacts.

We expect that the inflationary headwinds noted above, as well as the impact from geopolitical-driven inflation, will be reflected in our results throughout fiscal 2026 and into fiscal 2027.

SG&A Our consolidated SG&A expense during the third quarter was $32.2 million higher versus the same period last year but decreased to 33.2% of net sales from 34.0% of net sales for the prior year period. This increase was primarily driven by $17.0 million of additional SG&A from acquisitions, unfavorable foreign currency translation, investments in growth initiatives, merit increases, as well as increased healthcare costs, higher executive departure costs, distribution costs and advertising costs. This was partially offset by MAP 2025 benefits, savings from 2026 restructuring actions, along with reduced professional fees associated with merger and acquisition ("M&A") activities and reduced bad debt expense.

Our CPG segment SG&A increased approximately $10.4 million during the third quarter of fiscal 2026 versus the comparable prior year period but decreased as a percentage of net sales. The increase was mainly due to $1.9 million of additional SG&A from acquisitions, unfavorable foreign currency translation, merit increases and increased bonus expense, partially offset by MAP 2025 savings and savings from 2026 restructuring actions.

Our PCG segment SG&A increased approximately $1.3 million during the third quarter of fiscal 2026 versus the comparable prior year period but decreased as a percentage of net sales. The increase in expense was driven by $1.4 million of additional SG&A from acquisitions, unfavorable foreign currency translation, increased bonus expense and increased distribution costs, partially offset by MAP 2025 savings and savings from 2026 restructuring actions.

Our Consumer segment SG&A increased by approximately $17.6 million during the third quarter of fiscal 2026 versus the same period last year and increased as a percentage of net sales. The increase in expense was driven by $13.7 million of additional SG&A related to acquisitions, unfavorable foreign currency translation, higher executive departure costs, increased distribution costs and increased advertising costs, partially offset by MAP 2025 savings and savings from 2026 restructuring actions.

SG&A expenses in our corporate/other category during the third quarter of fiscal 2026 increased approximately $2.9 million versus last year’s third quarter. This was mainly due to increased healthcare costs, compensation costs and higher executive departure costs, partially offset by decreased professional fees associated with M&A activities, decreased professional fees related to our MAP 2025 operational improvement initiatives and savings from 2026 restructuring actions.

31

The following table summarizes the retirement-related benefit plans’ impact on income before income taxes for the three months ended February 28, 2026 and 2025, as the service cost component has a significant impact on our SG&A expense:

Three months ended

(in millions)

February 28, 2026

February 28, 2025

Change

Service cost

$

12.5

$

12.3

$

0.2

Interest cost

11.8

12.1

(0.3

)

Expected return on plan assets

(15.8

)

(14.4

)

(1.4

)

Amortization of:

Net actuarial losses recognized

1.5

2.3

(0.8

)

Total Net Periodic Pension & Postretirement Benefit Costs

$

10.0

$

12.3

$

(2.3

)

We expect that pension expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, both of which are difficult to pre

[Excerpt truncated for page length; source filing is linked above.]

Latest 10-K MD&A

Extracted between Item 7 and the next Item 7A/8 heading after HTML sanitization. Confidence: high. Filing date: 2025-07-24. Report date: 2025-05-31.

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

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements include all our majority-owned and controlled subsidiaries. Investments in less-than-majority-owned joint ventures over which we have the ability to exercise significant influence are accounted for under the equity method. Preparation of our financial statements requires the use of estimates and assumptions that affect the reported amounts of our assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We continually evaluate these estimates, including those related to our allowances for doubtful accounts; reserves for excess and obsolete inventories; allowances for recoverable sales and/or value-added taxes; uncertain tax positions; useful lives of property, plant and equipment; goodwill and other intangible assets; environmental, warranties and other contingent liabilities; income tax valuation allowances; pension plans; and the fair value of financial instruments. We base our estimates on historical experience, our most recent facts and other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of our assets and liabilities. Actual results, which are shaped by actual market conditions, may differ materially from our estimates.

We have identified below the accounting policies and estimates that are the most critical to our financial statements.

Goodwill

We test our goodwill balances at least annually, or more frequently as impairment indicators arise, at the reporting unit level. Our annual impairment assessment date has been designated as the first day of our fourth fiscal quarter. Our reporting units have been identified at the component level, which is one level below our operating segments.

We follow the Financial Accounting Standards Board (“FASB”) guidance found in ASC 350 that simplifies how an entity tests goodwill for impairment. It provides an option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, and whether it is necessary to perform a quantitative goodwill impairment test.

We assess qualitative factors in each of our reporting units that carry goodwill. Among other relevant events and circumstances that affect the fair value of our reporting units, we assess individual factors such as:

•
a significant adverse change in legal factors or the business climate;

•
an adverse action or assessment by a regulator;

•
unanticipated competition;

•
a loss of key personnel; and

•
a more-likely-than-not expectation that a reporting unit or a significant portion of a reporting unit will be sold or otherwise disposed.

We assess these qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. The quantitative process is required only if we conclude that it is more likely than not that a reporting unit’s fair value is less than its carrying amount. However, we have an unconditional option to bypass a qualitative assessment and proceed directly to performing the quantitative analysis. We applied the quantitative process during our annual goodwill impairment assessments performed during the fourth quarters of fiscal 2025, 2024 and 2023.

In applying the quantitative test, we compare the fair value of a reporting unit to its carrying value. If the calculated fair value is less than the current carrying value, then impairment of the reporting unit exists. Calculating the fair value of a reporting unit requires our use of estimates and assumptions. We use significant judgment in determining the most appropriate method to establish the fair value of a reporting unit. We estimate the fair value of a reporting unit by employing various valuation techniques, depending on the availability and reliability of comparable market value indicators, and employ methods and assumptions that include the application of third-party market value indicators and the computation of discounted future cash flows determined from estimated cashflow adjustments to a reporting unit’s annual projected earnings before interest, taxes, depreciation and amortization (“EBITDA”), or adjusted EBITDA, which adjusts for one-off items impacting revenues and/or expenses that are not considered by management to be indicative of ongoing operations. Our fair value estimations may include a combination of value indications from both the market and income approaches, as the income approach considers the future cash flows from a reporting unit’s ongoing operations as a going concern, while the market approach considers the current financial environment in establishing fair value.

In applying the market approach, we use market multiples derived from a set of similar companies. In applying the income approach, we evaluate discounted future cash flows determined from estimated cashflow adjustments to a reporting unit’s projected EBITDA. Under this approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. In applying the discounted cash flow methodology utilized in the income approach, we rely on a number of factors, including future business plans, actual and forecasted operating results, and market data. The significant assumptions employed under this method include discount rates; revenue growth rates, including assumed terminal growth rates; and operating margins used to project future cash flows for a reporting unit. The discount rates utilized reflect market-based estimates of capital costs and discount rates adjusted for management’s assessment of a market

23

participant’s view with respect to other risks associated with the projected cash flows of the individual reporting unit. Our estimates are based upon assumptions we believe to be reasonable, but which by nature are uncertain and unpredictable. Refer to Note A(11), “Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets” and Note C, "Goodwill and Other Intangible Assets," to the Consolidated Financial Statements for additional information regarding our annual goodwill impairment assessments and the results of our annual goodwill impairment tests.

Other Long-Lived Assets

We assess identifiable, amortizable intangible and other long-lived assets for impairment whenever events or changes in facts and circumstances indicate the possibility that the carrying values of these assets may not be recoverable over their estimated remaining useful lives. Factors considered important in our assessment, which might trigger an impairment evaluation, include the following:

•
significant under-performance relative to historical or projected future operating results;

•
significant changes in the manner of our use of the acquired assets;

•
significant changes in the strategy for our overall business; and

•
significant negative industry or economic trends.

Measuring a potential impairment of amortizable intangible and other long-lived assets requires the use of various estimates and assumptions, including the determination of which cash flows are directly related to the assets being evaluated, the respective useful lives over which those cash flows will occur and potential residual values, if any. If we determine that the carrying values of these assets may not be recoverable based upon the existence of one or more of the above-described indicators or other factors, any impairment amounts would be measured based on the projected net cash flows expected from these assets, including any net cash flows related to eventual disposition activities. The determination of any impairment losses would be based on the best information available, including internal estimates of discounted cash flows; market participant assumptions; quoted market prices, when available; and independent appraisals, as appropriate, to determine fair values. Cash flow estimates would be based on our historical experience and our internal business plans, with appropriate discount rates applied.

Additionally, we test all indefinite-lived intangible assets for impairment at least annually during our fiscal fourth quarter. We follow the guidance provided by ASC 350 that simplifies how an entity tests indefinite-lived intangible assets for impairment. It provides an option to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount before applying traditional quantitative tests. We applied quantitative processes during our annual indefinite-lived intangible asset impairment assessments performed during the fourth quarters of fiscal 2025, 2024 and 2023.

The annual impairment assessment involves estimating the fair value of each indefinite-lived asset and comparing it with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, we record an impairment loss equal to the difference. Calculating the fair value of the indefinite-lived assets requires our significant use of estimates and assumptions. We estimate the fair values of our intangible assets by applying a relief-from-royalty calculation, which includes discounted future cash flows related to each of our intangible asset’s projected revenues. In applying this methodology, we rely on a number of factors, including actual and forecasted revenues and market data.

Refer to Note C, "Goodwill and Other Intangible Assets," to the Consolidated Financial Statements for further discussion.

Income Taxes

Our provision for income taxes is calculated using the asset and liability method, which requires the recognition of deferred income taxes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain changes in valuation allowances. We provide valuation allowances against deferred tax assets if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

In determining the adequacy of valuation allowances, we consider cumulative and anticipated amounts of domestic and international earnings or losses of the appropriate character, anticipated amounts of foreign source income, as well as the anticipated taxable income resulting from the reversal of future taxable temporary differences. We intend to maintain any recorded valuation allowances until sufficient positive evidence (for example, cumulative positive foreign earnings or capital gain income) exists to support a reversal of the tax valuation allowances.

Further, at each interim reporting period, we estimate an effective income tax rate that is expected to be applicable for the full year. Significant judgment is involved regarding the application of global income tax laws and regulations and when projecting the jurisdictional mix of income. Additionally, interpretation of tax laws, court decisions or other guidance provided by taxing authorities influences our estimate of the effective income tax rates. As a result, our actual effective income tax rates and related income tax liabilities may differ materially from our estimated effective tax rates and related income tax liabilities. Any resulting differences are recorded in the period they become known.

24

Additionally, our operations are subject to various federal, state, local and foreign tax laws and regulations that govern, among other things, taxes on worldwide income. The calculation of our income tax expense is based on the best information available, including the application of currently enacted income tax laws and regulations, and involves our significant judgment. The actual income tax liability for each jurisdiction in any year can ultimately be determined, in some instances, several years after the financial statements have been published.

Our provision for income tax expense is allocated between continuing operations and other income categories, such as other comprehensive income (loss). We release the income tax effects from accumulated other comprehensive income ("AOCI") to income from continuing operations at the current tax rates when the related pretax changes are recognized. Disproportionate tax effects in AOCI are released to income tax expense only when circumstances upon which they are based cease to exist.

We also maintain accruals for estimated income tax exposures for many different jurisdictions. Tax exposures are settled primarily through the resolution of audits within each tax jurisdiction or the closing of a statute of limitation. Tax exposures and actual income tax liabilities can also be affected by changes in applicable tax laws, retroactive tax law changes or other factors, which may cause us to believe revisions of past estimates are appropriate. Although we believe that appropriate liabilities have been recorded for our income tax expense and income tax exposures, actual results may differ materially from our estimates.

During fiscal 2025, we reassessed certain of our income tax positions following recent developments in U.S. income tax case law. Based on our current analysis and interpretation, we have recognized a $43.9 million net increase to our deferred income tax assets for U.S. foreign tax credit carryforwards because of these developments. The amount recorded is our current estimate of the deferred tax assets for these credits that we expect to realize during the carryforward period. It is possible that the amount recorded could be adjusted if there are changes in U.S. income tax laws, regulations, case law, guidance or other positions issued by the Internal Revenue Service. Further, the amount recorded could change based on our future results or the implementation, if any, of income tax planning.

Contingencies

We are party to various claims and lawsuits arising in the normal course of business. Although we cannot precisely predict the amount of any liability that may ultimately arise with respect to any of these matters, we record provisions when we consider the liability probable and estimable. Our provisions are based on historical experience and legal advice and are adjusted according to developments. In general, our accruals, including our accruals for environmental and warranty liabilities, discussed further below, represent the best estimate of a range of probable losses. Estimating probable losses requires the analysis of multiple factors that often depend on judgments about potential actions by third parties, such as regulators, courts, and state and federal legislatures. Changes in the amounts of our loss provisions, which can be material, affect our Consolidated Statements of Income. We evaluate our accruals at the end of each quarter, or sometimes more frequently, based on available facts, and may revise our estimates in the future based on any new information that becomes available.

Our environmental-related accruals are similarly established and/or adjusted as more information becomes available upon which costs can be reasonably estimated. Actual costs may vary from these estimates because of the inherent uncertainties involved, including the identification of new sites and the development of new information about contamination. Certain sites are still being investigated; therefore, we have been unable to fully evaluate the ultimate costs for those sites. As a result, accruals have not been estimated for certain of these sites and costs may ultimately exceed existing estimated accruals for other sites. We have received indemnities for potential environmental issues from purchasers of certain of our properties and businesses and from sellers of some of the properties or businesses we have acquired. If the indemnifying party fails to, or becomes unable to, fulfill its obligations under those agreements, we may incur environmental costs in addition to any amounts accrued, which may have a material adverse effect on our financial condition, results of operations or cash flows.

We offer warranties on many of our products, as well as long-term warranty programs at certain of our businesses, and thus have established corresponding warranty liabilities. Warranty expense is impacted by variations in local construction practices, installation conditions, and geographic and climate differences. Although we believe that appropriate liabilities have been recorded for our warranty expense, actual results may differ materially from our estimates.

Pension and Postretirement Plans

We sponsor qualified defined benefit pension plans and various other nonqualified postretirement plans. The qualified defined benefit pension plans are funded with trust assets invested in a diversified portfolio of debt and equity securities and other investments. Among other factors, changes in interest rates, investment returns and the market value of plan assets can (i) affect the level of plan funding, (ii) cause volatility in the net periodic pension cost and (iii) increase our future contribution requirements. A significant decrease in investment returns or the market value of plan assets or a significant change in interest rates could increase our net periodic pension costs and adversely affect our results of operations. A significant increase in our contribution requirements with respect to our qualified defined benefit pension plans could have an adverse impact on our cash flow.

25

Changes in our key plan assumptions would impact net periodic benefit expense and the projected benefit obligation for our defined benefit and various postretirement benefit plans. Based upon May 31, 2025 information, the following tables reflect the impact of a 1% change in the key assumptions applied to our defined benefit pension plans in the United States and internationally:

U.S.

International

1% Increase

1% Decrease

1% Increase

1% Decrease

(In millions)

Discount Rate

(Decrease) increase in expense in FY 2025

$

(5.1

)

$

5.7

$

(1.1

)

$

1.6

(Decrease) increase in obligation as of May 31, 2025

$

(52.0

)

$

60.2

$

(19.4

)

$

24.2

Expected Return on Plan Assets

(Decrease) increase in expense in FY 2025

$

(6.9

)

$

6.9

$

(1.7

)

$

1.7

(Decrease) increase in obligation as of May 31, 2025

N/A

N/A

N/A

N/A

Compensation Increase

Increase (decrease) in expense in FY 2025

$

5.4

$

(4.9

)

$

0.8

$

(0.7

)

Increase (decrease) in obligation as of May 31, 2025

$

21.1

$

(19.3

)

$

4.3

$

(3.7

)

Based upon May 31, 2025 information, the following table reflects the impact of a 1% change in the key assumptions applied to our various postretirement health care plans:

U.S.

International

1% Increase

1% Decrease

1% Increase

1% Decrease

(In millions)

Discount Rate

(Decrease) increase in expense in FY 2025

$

-

$

-

$

(0.6

)

$

0.7

(Decrease) increase in obligation as of May 31, 2025

$

-

$

0.1

$

(3.2

)

$

4.1

26

BUSINESS SEGMENT INFORMATION

We operate a portfolio of businesses and product lines that manufacture and sell a variety of specialty paints, protective coatings, roofing systems, flooring solutions, sealants, cleaners and adhesives. We manage our portfolio by organizing our businesses and product lines into four reportable segments - CPG, PCG, Consumer and SPG - which also represent our operating segments. In addition to our four reportable segments, there is a category of certain business activities and expenses, referred to as corporate/other, that does not constitute an operating segment. Within each operating segment, we manage product lines and businesses which generally address common markets, share similar economic characteristics, utilize similar technologies and can share manufacturing or distribution capabilities. See Note R, "Segment Information," to the Consolidated Financial Statements for additional information on our reportable segments.

Effective June 1, 2023, certain Asia Pacific businesses and management structure, formerly of our CPG segment, were transferred to our PCG segment to create operating efficiencies and a more unified go-to-market strategy in Asia Pacific. This realignment is reflected in our reportable segments beginning with fiscal 2022. As such, historical segment results have been recast to reflect the impact of this change.

Effective June 1, 2025, we realigned certain businesses and management structure to recognize how we allocate resources and analyze the operating performance of our operating segments. This realignment did not change our reportable segments at May 31, 2025. Rather, our periodic filings, beginning with our first quarter ending August 31, 2025, will include historical segment results reclassified to reflect the effect of this realignment. See Note A(21), "Summary of Significant Accounting Policies - Subsequent Events," of Notes to the Consolidated Financial Statements for additional detail regarding this change in reportable segments.

The following table reflects the results of our reportable segments consistent with our management philosophy, and represents the information we utilize, in conjunction with various strategic, operational and other financial performance criteria, in evaluating the performance of our portfolio of product lines.

27

SEGMENT INFORMATION

(In thousands)

Year Ended May 31,

2025

2024

2023

Net Sales

CPG Segment

$

2,767,428

$

2,702,466

$

2,508,805

PCG Segment

1,491,695

1,462,460

1,433,634

Consumer Segment

2,414,052

2,457,949

2,514,770

SPG Segment

699,469

712,402

799,205

Total

$

7,372,644

$

7,335,277

$

7,256,414

Income Before Income Taxes (a)

CPG Segment

Income Before Income Taxes (a)

$

426,028

$

385,339

$

300,971

Interest (Expense), Net (b)

(2,494

)

(5,170

)

(8,580

)

EBIT (c)

$

428,522

$

390,509

$

309,551

PCG Segment

Income Before Income Taxes (a)

$

225,594

$

199,951

$

142,469

Interest Income, Net (b)

2,335

4,642

1,630

EBIT (c)

$

223,259

$

195,309

$

140,839

Consumer Segment

Income Before Income Taxes (a)

$

357,900

$

408,200

$

378,157

Interest (Expense) Income, Net (b)

(585

)

2,561

(3,372

)

EBIT (c)

$

358,485

$

405,639

$

381,529

SPG Segment

Income Before Income Taxes (a)

$

26,391

$

43,784

$

103,279

Interest (Expense) Income, Net (b)

(439

)

204

68

EBIT (c)

$

26,830

$

43,580

$

103,211

Corporate/Other

(Loss) Before Income Taxes (a)

$

(243,153

)

$

(249,437

)

$

(275,494

)

Interest (Expense), Net (b)

(71,261

)

(75,232

)

(99,013

)

EBIT (c)

$

(171,892

)

$

(174,205

)

$

(176,481

)

Consolidated

Net Income

$

690,327

$

589,442

$

479,731

Add: (Provision) for Income Taxes

(102,433

)

(198,395

)

(169,651

)

Income Before Income Taxes (a)

792,760

787,837

649,382

Interest (Expense)

(96,543

)

(117,969

)

(119,015

)

Investment Income, Net

24,099

44,974

9,748

EBIT (c)

$

865,204

$

860,832

$

758,649

(a)
The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by GAAP, to EBIT.

(b)
Interest income (expense), net includes the combination of interest (expense) and investment income (expense), net.

(c)
EBIT is a non-GAAP measure and is defined as earnings (loss) before interest and taxes. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT, or adjusted EBIT, as a performance evaluation measure because interest expense is essentially related to corporate functions, as opposed to segment operations. We believe EBIT is useful to investors for this purpose as well, using EBIT as a metric in their investment decisions. EBIT should not be considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with GAAP, since EBIT omits the impact of interest in determining operating performance, which represent items necessary to our continued operations, given our level of indebtedness. Nonetheless, EBIT is a key measure expected by and useful to our fixed income investors, rating agencies and the banking community, all of whom believe, and we concur, that this measure is critical to the capital markets' analysis of our segments' core operating performance. We also evaluate EBIT because it is clear that movements in EBIT impact our ability to attract financing. Our underwriters and bankers consistently require inclusion of this measure in offering memoranda in conjunction with any debt underwriting or bank financing. EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results.

28

RESULTS OF OPERATIONS

The following discussion includes a comparison of Results of Operations and Liquidity and Capital Resources for the years ended May 31, 2025 and 2024. For comparisons of the years ended May 31, 2024 and 2023, see Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended May 31, 2024 as filed on July 25, 2024.

Net Sales

Fiscal year ended May 31,

(In millions, except percentages)

2025

2024

Total

Growth (Decline)

Organic

Growth (Decline)(1)

Acquisition & Divestiture

Impact

Foreign Currency

Exchange Impact

CPG Segment

$

2,767.4

$

2,702.5

2.4

%

3.4

%

0.3

%

(1.3

%)

PCG Segment

1,491.6

1,462.5

2.0

%

2.4

%

0.7

%

(1.1

%)

Consumer Segment

2,414.1

2,457.9

(1.8

%)

(1.7

%)

0.6

%

(0.7

%)

SPG Segment

699.5

712.4

(1.8

%)

(3.3

%)

1.5

%

0.0

%

Consolidated

$

7,372.6

$

7,335.3

0.5

%

0.8

%

0.6

%

(0.9

%)

(1) Organic growth (decline) includes the impact of price and volume.

Our CPG segment generated organic sales growth during fiscal 2025, led by systems and turnkey roofing solutions serving high-performance buildings, which benefited from its restoration project focus, direct sales model, and high growth in the service business. Unfavorable foreign exchange translation partially offset sales growth.

Our PCG segment generated organic sales growth during fiscal 2025 when compared to the prior year. Organic sales growth was driven by the flooring business, which benefited from its focus on maintenance and restoration and specified, turnkey solutions for high-performance construction projects. PCG's growth was strongest internationally in Europe and the Middle East, which was driven by an acquisition in the FRP structures business in the second quarter of fiscal 2025 as well as demand from high-performance building and infrastructure projects. The divestiture of USL's Bridgecare services division in the first quarter of fiscal 2024 and unfavorable foreign exchange translation partially offset this sales growth.

Our Consumer segment experienced organic sales declines in fiscal 2025 driven by reduced DIY takeaway at retail, customer destocking and the rationalization of certain lower-margin products. This was partially offset by new product introductions, growth in Europe and the benefit from an acquisition in the fourth quarter of fiscal 2025. Unfavorable foreign exchange translation also impacted sales declines.

Our SPG segment experienced organic sales declines during fiscal 2025, which were driven by soft demand in specialty OEM markets and the disaster restoration business, which was impacted by lower remediation activity. Sales declines were partially offset by growth from an acquisition in the food coatings business in the first quarter of fiscal 2025.

Gross Profit Margin Our consolidated gross profit margin of 41.4% of net sales for fiscal 2025 compares to a consolidated gross profit margin of 41.1% for the comparable period a year ago. This gross profit margin increase of approximately 30 basis points ("bps") resulted primarily from our MAP 2025 initiatives, which generated incremental savings in procurement, manufacturing and commercial excellence that favorably impacted our gross margin, partially offset by reduced fixed-cost absorption due to lower production volumes, and additional costs incurred due to MAP 2025-enabled plant consolidations; labor inflation, tariff-related impacts and unfavorable sales mix.

We expect that the inflationary headwinds noted above, inclusive of tariff-related impacts, will continue in fiscal 2026.

SG&A Expenses Our consolidated SG&A expense increased by approximately $37.0 million during fiscal 2025 versus fiscal 2024 and increased to 29.2% of net sales for fiscal 2025 from 28.8% of net sales for fiscal 2024. This increase was due to merit increases, along with increased legal fees, merger and acquisition ("M&A") expenses, hospitalization costs, commissions and increased intangible asset amortization related to our MAP 2025 program. Further, the prior period includes the $11.1 million gain on business interruption insurance proceeds which did not recur in the current period as described below in Note P, "Contingencies and Other Accrued Losses," to the Consolidated Financial Statements. This was partially offset by reduced advertising costs, insurance costs, decreased bonus expense, MAP 2025 savings and favorable foreign currency impacts.

Our CPG segment SG&A decreased approximately $10.0 million in fiscal 2025 versus fiscal 2024 and decreased as a percentage of net sales. The decrease in expense was mainly due to MAP 2025 savings, along with lower accrued employee benefit costs, decreased bad debt expense, professional fees and favorable foreign currency impacts, partially offset by merit increases and increased commissions.

Our PCG segment SG&A was approximately $4.0 million higher for fiscal 2025 versus fiscal 2024 but decreased as a percentage of net sales. The increase in expense was mainly due to merit increases, partially offset by a reduction in bad debt expense, and bonus expense, along with the $4.5 million loss on the sale of USL's Bridgecare services division recorded during the prior year, as described below in Note C, "Goodwill and Other Intangible Assets," to the Consolidated Financial Statements.

29

Our Consumer segment SG&A increased by approximately $31.8 million during fiscal 2025 versus fiscal 2024 and increased as a percentage of net sales. The year-over-year increase in SG&A was primarily attributable to the $11.1 million gain on business interruption insurance proceeds received in the prior year and a $3.6 million gain associated with the sale of a facility in the prior year that did not recur in the current year, $4.4 million of bad debt expense related to a retail customer bankruptcy, increased intangible asset amortization related to our MAP 2025 program, increased legal fees and increased IT expenses, partially offset by MAP 2025 savings, along with decreased advertising costs and variable distribution costs.

Our SPG segment SG&A was approximately $3.0 million higher during fiscal 2025 versus fiscal 2024 and increased as a percentage of sales. The increase in SG&A expense is attributable to increased bad debt expense of $2.5 million related to a customer bankruptcy and the $1.7 million impairment charge for an indefinite-lived tradename as described below in Note C, "Goodwill and Other Intangible Assets," to the Consolidated Financial Statements. These increases were partially offset by MAP 2025 savings and reduced professional fees.

Our corporate/other category SG&A was approximately $8.2 million higher during fiscal 2025 versus fiscal 2024. This was mainly due to increased benefit costs, compensation costs, IT expense, and M&A expenses, partially offset by decreased insurance costs and reduced professional fees related to our MAP 2025 operational improvement initiatives.

The following table summarizes the retirement-related benefit plans’ impact on income before income taxes for the fiscal years ended May 31, 2025 and 2024, as the service cost component has a significant impact on our SG&A expense:

Fiscal year ended May 31,

(In millions)

2025

2024

Change

Service cost

$

49.3

$

49.4

$

(0.1

)

Interest cost

48.4

45.3

3.1

Expected return on plan assets

(57.6

)

(51.6

)

(6.0

)

Amortization of:

Prior service cost (credit)

0.2

(0.1

)

0.3

Net actuarial losses recognized

9.2

17.6

(8.4

)

Curtailment/settlement losses

-

(0.1

)

0.1

Total Net Periodic Pension & Postretirement Benefit Costs

$

49.5

$

60.5

$

(11.0

)

We expect that pension and postretirement expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, both of which are difficult to predict in light of the lingering macroeconomic uncertainties associated with tariff-related impacts, but which may have a material impact on our consolidated financial results in the future. A decrease of 1% in the discount rate or the expected return on plan assets assumptions would result in $8.0 million and $8.6 million higher expense, respectively. The assumptions and estimates used to determine the discount rate and expected return on plan assets are more fully described in Note N, “Pension Plans,” and Note O, “Postretirement Benefits,” to our Consolidated Financial Statements. Further discussion and analysis of the sensitivity surrounding our most critical assumptions under our pension and postretirement plans is discussed above in “Critical Accounting Policies and Estimates - Pension and Postretirement Plans.”

Restructuring Expense

The following table summarizes restructuring charges recorded during the years ended May 31, 2025 and 2024, related to our MAP 2025 initiative, which is a multi-year restructuring plan to build on the achievements of MAP to Growth and designed to improve margins by streamlining business processes, reducing working capital, implementing commercial initiatives to drive improved mix, pricing discipline and salesforce effectiveness and improving operating efficiency:

Fiscal year ended May 31,

(In millions)

2025

2024

Severance and benefit costs

$

17.7

$

24.0

Facility closure and other related costs

6.8

1.4

Other restructuring costs

0.5

4.6

Total Restructuring Costs

$

25.0

$

30.0

On May 31, 2025, we formally concluded MAP 2025; however, certain projects identified prior to May 31, 2025 will not be completed until fiscal 2026. We currently expect to incur approximately $20.1 million of future additional charges related to the implementation of MAP 2025.

For further information and details about MAP 2025, see Note B, “Restructuring,” to the Consolidated Financial Statements.

Interest Expense

Fiscal year ended May 31,

(In millions, except percentages)

2025

2024

Interest expense

$

96.5

$

118.0

Average interest rate (1)

4.00

%

4.73

%

(1) The interest rate decrease was a result of lower market rates on the variable cost borrowings.

30

(In millions)

Change in interest

expense

Acquisition-related borrowings

$

7.2

Non-acquisition-related average borrowings

(10.0

)

Change in average interest rate

(18.7

)

Total Change in Interest Expense

$

(21.5

)

Investment (Income), Net

See Note A(15), "Summary of Significant Accounting Policies - Investment (Income), Net," to the Consolidated Financial Statements for details.

(Gain) on Sales of Assets and Business, Net

See Note F, "Acquisitions and Divestitures," to the Consolidated Financial Statements for details.

Other (Income) Expense, Net

See Note A(16), "Summary of Significant Accounting Policies - Other (Income) Expense, Net," to the Consolidated Financial Statements for details.

Income Before Income Taxes (“IBT”)

Fiscal year ended May 31,

(In millions, except percentages)

2025

% of net

sales

2024

% of net

sales

CPG Segment

$

426.0

15.4

%

$

385.3

14.3

%

PCG Segment

225.6

15.1

%

199.9

13.7

%

Consumer Segment

357.9

14.8

%

408.2

16.6

%

SPG Segment

26.4

3.8

%

43.8

6.1

%

Non-Op Segment

(243.1

)

—

(249.4

)

—

Consolidated

$

792.8

$

787.8

On a consolidated basis, our results reflect MAP 2025 benefits, partially offset by reduced fixed-cost absorption due to negative production volumes, increased SG&A and unfavorable foreign currency translation. Our CPG segment results reflect sales growth and MAP 2025 benefits. Our PCG segment results reflect unit volume growth, which was enhanced by MAP 2025 initiatives. In addition, our prior year PCG segment results reflect the $4.5 million loss on the sale of USL's Bridgecare services division, the $3.3 million impairment of an indefinite lived-intangible asset as described below in Note C, "Goodwill and Other Intangible Assets," to the Consolidated Financial Statements, and higher bad debt expense. Our Consumer segment results reflect reduced fixed-cost absorption due to negative volumes, raw material and labor inflation, $4.4 million of bad debt expense from a retail customer bankruptcy, increased restructuring costs and increased intangible asset amortization related to our MAP 2025 program, while our prior period results include the $11.1 million gain on business interruption insurance proceeds and $3.6 million gain associated with the sale of a facility. The current period earnings decline was mitigated by improved operating efficiencies related to MAP 2025 and rationalization of lower margin products. Our SPG segment results reflect reduced fixed-cost absorption due to negative volumes along with increased bad debt expense, restructuring costs and the $13.1 million of intangible asset impairment charges, partially offset by MAP 2025 benefits. Our corporate/other category results reflect reduced interest expense, pension non-service costs and insurance costs, partially offset by the unfavorable swing in investment returns, along with increased compensation expense and M&A expenses.

Income Tax Rate The effective income tax rate was 12.9% for fiscal 2025 compared to an effective income tax rate of 25.2% for fiscal 2024. Refer to Note H, “Income Taxes,” to the Consolidated Financial Statements for the components of the effective income tax rates.

Net Income

Fiscal year ended May 31,

(In millions, except percentages and per share amounts)

2025

% of net

sales

2024

% of net

sales

Net income

$

690.3

9.4

%

$

589.4

8.0

%

Net income attributable to RPM International Inc. stockholders

688.7

9.3

%

588.4

8.0

%

Diluted earnings per share

5.35

4.56

31

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

Approximately $768.2 million of cash was provided by operating activities during fiscal 2025, compared with $1.12 billion of cash provided by operating activities during fiscal 2024. The net change in cash from operations includes the change in net income, which increased by $100.9 million year over year.

The change in accounts receivable during fiscal 2025 provided approximately $137.9 million less cash than fiscal 2024. This was primarily due to the timing of sales in our PCG segment and increased volumes in our CPG segment which generated strong sales growth at the end of fiscal 2025. Average days sales outstanding at May 31, 2025 and 2024 was 63.0 days.

During fiscal 2025, the change in inventory used approximately $214.3 million more cash compared to our spending during fiscal 2024 as a result of strategic purchases to mitigate the impact of tariffs. This is in comparison to fiscal 2024, when our operating segments were using safety stock built up in response to supply chain outages and raw material inflation. Average days inventory outstanding at May 31, 2025 decreased to 85.8 days from 91.1 days at May 31, 2024.

The change in accounts payable during fiscal 2025 used approximately $108.5 million less cash than during fiscal 2024. This is associated with working capital efficiencies enabled by MAP 2025 initiatives, including improved procurement practices. Average days payables outstanding at May 31, 2025 increased to 91.3 days from 83.0 days at May 31, 2024.

Investing Activities

For fiscal 2025, cash used for investing activities increased by $619.1 million to $825.5 million as compared to $206.4 million in the prior year period. This year-over-year increase in cash used for investing activities was primarily driven by a $580.2 million increase in cash used for business acquisitions, primarily driven by the acquisition of the Star Brands Group.

We paid for capital expenditures of $229.9 million and $214.0 million during the periods ended May 31, 2025 and 2024, respectively. This increase was the result of MAP 2025-enabled plant consolidations and investments in shared RPM production, distribution and R&D centers, due to improved international coordination as part of our MAP 2025 program. Our capital expenditures facilitate our continued growth, allow us to achieve production and distribution efficiencies, expand capacity, introduce new technology, improve environmental health and safety capabilities, improve information systems, and enhance our administration capabilities. We continued to invest capital spending in growth initiatives and to improve operational efficiencies in fiscal 2025.

Our captive insurance companies invest their excess cash in marketable securities in the ordinary course of conducting their operations, and this activity will continue. Differences in the amounts related to these activities on a year-over-year basis are primarily attributable to the rebalancing of the portfolio, along with differences in the timing and performance of their investments balanced against amounts required to satisfy claims. At May 31, 2025 and 2024, the fair value of our investments in marketable securities totaled $159.7 million and $154.3 million, respectively.

As of May 31, 2025, approximately $274.9 million of our consolidated cash and cash equivalents were held at various foreign subsidiaries, compared with approximately $215.2 million as of May 31, 2024. Undistributed earnings held at our foreign subsidiaries that are considered permanently reinvested will be used, for instance, to expand operations organically or for acquisitions in foreign jurisdictions. Further, our operations in the United States generate sufficient cash flow to satisfy U.S. operating requirements. Refer to Note H, “Income Taxes,” to the Consolidated Financial Statements for additional information regarding unremitted foreign earnings.

Financing Activities

For fiscal 2025, financing activities provided $121.9 million of cash compared to $890.0 million of cash used for financing activities in the prior year. This was driven principally by debt-related activities. During fiscal 2025, we borrowed $418.1 million on our revolving credit facilities and $60.0 million on our accounts receivable securitization program ("AR Program") to finance business acquisitions, primarily driven by the acquisition of the Star Brands Group. In comparison, we repaid $273.4 million on our revolving credit facilities, $45.0 million on our AR Program and $250.0 million on our term loan in fiscal 2024. Refer to Note G, “Borrowings,” to the Consolidated Financial Statements for a discussion of significant debt-related activity that occurred in fiscal 2025 and 2024, significant components of our debt, and our available liquidity.

32

The following table summarizes our financial obligations and their expected maturities at May 31, 2025, and the effect such obligations are expected to have on our liquidity and cash flow in the periods indicated.

Contractual Obligations

Total Contractual

Payments Due In

(In thousands)

Payment Stream

2026

2027-28

2029-30

After 2030

Long-term debt obligations

$

2,631,521

$

1,574

$

1,379,947

$

350,000

$

900,000

Finance lease obligations

31,476

7,289

8,900

4,436

10,851

Operating lease obligations

471,007

83,701

127,487

79,014

180,805

Other long-term liabilities (1):

Interest payments on long-term debt obligations

771,775

68,275

121,550

90,625

491,325

Contributions to pension and postretirement plans (2)

341,000

7,700

18,100

81,500

233,700

Total

$

4,246,779

$

168,539

$

1,655,984

$

605,575

$

1,816,681

(1)
Excluded from other long-term liabilities are our gross long-term liabilities for unrecognized tax benefits, which totaled $2.3 million at May 31, 2025. Currently, we cannot predict with reasonable reliability the timing of cash settlements to the respective taxing authorities related to these liabilities.

(2)
These amounts represent our estimated cash contributions to be made in the periods indicated for our pension and postretirement plans, assuming no actuarial gains or losses, assumption changes or plan changes occur in any period. The projected contributions assume the required minimum amounts will be contributed.

The U.S. dollar fluctuated throughout the year and was stronger against other major currencies where we conduct operations, causing an unfavorable change in the accumulated other comprehensive income (loss) (refer to Note K, “Accumulated Other Comprehensive Income (Loss),” to the Consolidated Financial Statements) component of stockholders’ equity of $9.0 million this year versus a favorable change of $3.5 million last year. The change in fiscal 2025 was in addition to a favorable net change of $12.0 million related to adjustments required for minimum pension and other postretirement liabilities.

Stock Repurchase Program

Refer to Note I, “Stock Repurchase Program,” to the Consolidated Financial Statements for a discussion of our stock repurchase program.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet financings. We have no subsidiaries that are not included in our financial statements, nor do we have any interests in, or relationships with, any special-purpose entities that are not reflected in our financial statements.