UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 26, 2023

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware	1-14187	02-0642224
(State or other jurisdiction<br>of incorporation)	(Commission<br>File Number)	(IRS Employer<br>Identification No.)
2628 Pearl Road, P.O. Box 777, Medina, Ohio	44258
---	---
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (330) 273-5090

(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 (see General Instruction A.2. below):

☐	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)
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☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br>Symbol(s)	Name of each exchange on<br>which registered
Common Stock, par value $0.01	RPM	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02	Results of Operations and Financial Condition.

On July 26, 2023, the Company issued a press release announcing its year-end results for fiscal 2023, which provided detail not included in previously issued reports. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01	Exhibits.
Exhibit Number	Description
---	---
99.1	Press Release of the Company, dated July 26, 2023, announcing the Company’s year-end results.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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.

	RPM International Inc.
	(Registrant)
Date July 26, 2023
	/s/ Edward W. Moore
	Edward W. Moore<br> <br>Senior Vice President, General Counsel and<br> <br>Chief Compliance Officer

EX-99.1

Exhibit 99.1

RPM Reports Record Fiscal 2023 Fourth-Quarter and Full-Year Results

•	Record fourth-quarter net sales of $2.02 billion increased 1.6% over prior year
•	Fourth-quarter net income was $151.4 million, diluted EPS was $1.18, and EBIT was $236.4 million<br>
---	---
•	Fourth-quarter adjusted diluted EPS was $1.36 and adjusted EBIT increased 1.5% to a record $267.8 million<br>
---	---
•	Record fourth-quarter cash provided by operating activities of $314.1 million
---	---
•	Record fiscal 2023 net sales of $7.26 billion increased 8.2% over prior year
---	---
•	Fiscal 2023 net income was $478.7 million, diluted EPS was $3.72, and EBIT was a record $758.6 million<br>
---	---
•	Fiscal 2023 adjusted diluted EPS was a record $4.30 and adjusted EBIT increased 18.8% to a record<br>$841.6 million
---	---
•	Fiscal 2024 first-quarter outlook calls for sales growth of low-single<br>digits and adjusted EBIT growth of high-single digits
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•	Fiscal full-year 2024 outlook calls for sales growth of mid-single digits<br>and adjusted EBIT growth of low-double-digits to mid-teens
---	---

MEDINA, OH – July 26, 2023 – RPM International Inc. (NYSE: RPM), a world leader in specialty coatings, sealants and building materials, today reported financial results for its fiscal 2023 fourth quarter and year ended May 31, 2023.

“RPM generated a sixth consecutive quarter of record sales and adjusted EBIT. While prioritizing cash flow over profitability, we were still able to achieve adjusted EBIT growth primarily through our MAP 2025 initiatives. Our progress on inventory normalization initiatives drove a fourth-quarter record $314 million of cash flow from operations and allowed us to reduce debt by nearly $140 million. These impressive results were due to the hard work, collaboration and agility of our associates, which allowed us to capture growth opportunities and leverage MAP 2025 initiatives to operate more efficiently,” said Frank C. Sullivan, RPM Chairman and CEO.

Sullivan continued, “As challenging conditions impacted certain end markets, our nimbleness and balanced business model enabled our growth. Several businesses benefited from their pivot to selling engineered solutions into infrastructure and reshoring-related capital projects, and our strategic focus on maintenance and repair provided resilience in construction end markets. Our operational flexibility, which is a product of MAP 2025 initiatives and our entrepreneurial culture, allowed us to quickly meet a seasonal demand increase at the end of the quarter.”

RPM Reports Results for Fiscal 202 3 Fourth Quarter and Full Year

July 26, 2023

Page 2

Fourth-Quarter 2023 Consolidated Results

Consolidated

	Three Months Ended
$ in 000s except per share data	May 31,		May 31,
	2023		2022		Change		% Change
Net Sales	$	2,016,210	$	1,983,890				1.6	%
Net Income Attributable to RPM Stockholders		151,360		199,005		)		(23.9	%)
Diluted Earnings Per Share (EPS)		1.18		1.54		)		(23.4	%)
Income Before Income Taxes (IBT)		206,639		221,677		)		(6.8	%)
Earnings Before Interest and Taxes (EBIT)		236,431		251,652		)		(6.0	%)
Adjusted EBIT^(1)^		267,787		263,724				1.5	%
Adjusted Diluted EPS^(1)^		1.36		1.42		)		(4.2	%)

All values are in US Dollars.

^(1)^	Excludes certain items that are not indicative of RPM’s ongoing operations. See tables below titled<br>Supplemental Segment Information and Reconciliation of Reported to Adjusted Amounts for details.

Three of the four segments achieved record fiscal 2023 fourth-quarter sales, which were driven by increased pricing in response to continued inflation, offset by lower volumes. Volumes grew in certain businesses that positioned themselves to benefit from increased maintenance and construction spending on infrastructure and reshoring capital projects. On a consolidated basis, volumes declined, due in large part to destocking. The volume declines were more pronounced in certain new commercial and residential construction sectors, as well as OEM markets. Customer take-away at retail stores was also negative during most of the quarter, which further compounded the volume declines caused by retailer destocking. However, demand increased late in the quarter with the arrival of warmer weather, and the Consumer Group was able to quickly respond because of process improvements put in place through MAP 2025.

Geographically, sales grew 1.4% in North America, declined 1.9% in Europe, and grew 9.3% in Latin America. Sales also grew 17.5% in Asia/Pacific and 7.9% in Africa and the Middle East, fueled by higher spending on infrastructure projects. Excluding the impact of foreign currency translation, all regions generated positive sales growth.

Sales included 2.6% organic growth and 0.4% growth from acquisitions net of divestitures, partially offset by foreign currency translation headwinds of 1.4%.

Record fiscal 2023 fourth-quarter adjusted EBIT was driven by sales growth, benefits from MAP 2025 initiatives and Consumer Group margin recovery toward historical averages. These were partially offset by unfavorable fixed-cost leverage due to lower volumes and internal inventory normalization initiatives, unfavorable foreign currency translation and continued cost inflation. During the fourth quarter, we took additional actions to reduce costs in certain businesses where volumes were declining.

RPM Reports Results for Fiscal 202 3 Fourth Quarter and Full Year

July 26, 2023

Page 3

Fourth-Quarter 2023 Segment Sales and Earnings

Construction Products Group

	Three Months Ended
$ in 000s	May 31,		May 31,
	2023		2022		Change		% Change
Net Sales	$	748,047	$	745,908				0.3	%
Income Before Income Taxes		116,847		120,286		)		(2.9	%)
EBIT		117,284		121,705		)		(3.6	%)
Adjusted EBIT^(1)^		124,464		122,414				1.7	%

All values are in US Dollars.

^(1)^	Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled<br>Supplemental Segment Information for details.

CPG achieved record fourth-quarter sales despite challenging comparisons to the prior year when sales grew 18.5%. Revenue growth was driven by price increases and strength in concrete admixtures and repair products, which experienced increased demand from capital spending on infrastructure and reshoring-related projects. Restoration systems for roofing, facades and parking structures also grew and benefited from a strategic focus on repair and maintenance and its differentiated service model. Offsetting this growth, demand was weak in new residential and certain commercial construction markets, which was accentuated by customer destocking.

Sales included 0.8% organic growth and 1.0% growth from acquisitions, partially offset by foreign currency translation headwinds of 1.5%.

Record fourth-quarter adjusted EBIT was driven by price increases and MAP 2025 initiatives. Adjusted EBIT was negatively impacted by reduced fixed-cost leverage at plants from lower volumes and internal initiatives to normalize inventories that resulted in reduced production. CPG took actions to reduce its cost structure during the fourth quarter of fiscal 2023.

Performance Coatings Group

	Three Months Ended
$ in 000s	May 31,		May 31,
	2023		2022		Change	% Change
Net Sales	$	358,355	$	329,392			8.8	%
Income Before Income Taxes		49,861		41,219			21.0	%
EBIT		49,342		41,051			20.2	%
Adjusted EBIT^(1)^		51,748		42,585			21.5	%

All values are in US Dollars.

^(1)^	Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled<br>Supplemental Segment Information for details.

PCG generated record fourth-quarter sales driven by volume growth in businesses that serve infrastructure and reshoring capital projects with engineered solutions, including fiberglass grating, protective coatings and flooring systems. Increased pricing and stronger demand from energy-related capital projects also contributed to growth.

RPM Reports Results for Fiscal 202 3 Fourth Quarter and Full Year

July 26, 2023

Page 4

Sales included 10.4% organic growth and 0.9% from acquisitions, partially offset by foreign currency translation headwinds of 2.5%.

Record fourth-quarter adjusted EBIT was driven by strong sales growth and MAP 2025 benefits. The adjusted EBIT growth was achieved on top of strong results in the prior-year period when adjusted EBIT grew 37.3%.

Specialty Products Group

	Three Months Ended
$ in 000s	May 31,		May 31,
	2023		2022		Change		% Change
Net Sales	$	193,420	$	225,766		)		(14.3	%)
Income Before Income Taxes		8,481		50,909		)		(83.3	%)
EBIT		8,436		50,913		)		(83.4	%)
Adjusted EBIT^(1)^		16,314		44,194		)		(63.1	%)

All values are in US Dollars.

^(1)^	Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled<br>Supplemental Segment Information for details.

SPG’s fourth-quarter sales decline was driven by lower volumes at businesses supplying OEM markets, including windows, doors, furniture, cabinets and RVs, where many customers were destocking. SPG faced challenging comparisons to the fiscal fourth quarter 2022 when the disaster restoration business had strong sales as it made significant progress resolving supply chain issues related to microchip shortages, and from the divestiture of the non-core furniture warranty business in the third quarter of fiscal 2023.

Sales included a 12.0% organic decline, a 1.8% reduction from divestitures net of acquisitions, and foreign currency translation headwinds of 0.5%.

Adjusted EBIT was negatively impacted by the sales decline, product mix, a $3.4 million expense related to the resolution of a legal matter, and unfavorable fixed-cost leverage at plants due to reduced volumes and inventory normalization initiatives that resulted in lower production. SPG was disproportionately impacted by RPM’s inventory normalization initiatives since this segment has the highest concentration of intercompany sales. SPG took actions to reduce its cost structure during the fourth quarter of fiscal 2023.

Consumer Group

	Three Months Ended
$ in 000s	May 31,		May 31,
	2023		2022		Change	% Change
Net Sales	$	716,388	$	682,824			4.9	%
Income Before Income Taxes		99,449		79,172			25.6	%
EBIT		102,866		79,117			30.0	%
Adjusted EBIT^(1)^		104,651		80,272			30.4	%

All values are in US Dollars.

^(1)^	Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled<br>Supplemental Segment Information for details.

RPM Reports Results for Fiscal 202 3 Fourth Quarter and Full Year

July 26, 2023

Page 5

The Consumer Group’s record fourth-quarter sales were driven by selling price increases in response to continued cost inflation. Volumes declined due to a slowdown in consumer takeaway at retail and customer destocking. However, MAP 2025 process improvements aided in quickly meeting demand following a seasonal increase in consumer takeaway at the end of the quarter. Share gains also helped limit the volume decline.

Sales included 5.6% organic growth and 0.3% growth from acquisitions, partially offset by foreign currency translation headwinds of 1.0%.

Fourth-quarter adjusted EBIT was driven by MAP 2025 benefits and sales increases, resulting in margins approaching historical averages following supply chain disruptions in the prior-year period.

Fiscal Year 2023 Consolidated Results

Consolidated

	Year Ended
$ in 000s except per share data	May 31,		May 31,
	2023		2022		Change		% Change
Net Sales	$	7,256,414	$	6,707,728				8.2	%
Net Income Attributable to RPM Stockholders		478,691		491,481		)		(2.6	%)
Diluted Earnings Per Share (EPS)		3.72		3.79		)		(1.8	%)
Income Before Income Taxes (IBT)		649,382		606,799				7.0	%
Earnings Before Interest and Taxes (EBIT)		758,649		702,322				8.0	%
Adjusted EBIT^(1)^		841,632		708,437				18.8	%
Adjusted Diluted EPS^(1)^		4.30		3.66				17.5	%

All values are in US Dollars.

^(1)^	Excludes certain items that are not indicative of RPM’s ongoing operations. See tables below titled<br>Supplemental Segment Information and Reconciliation of Reported to Adjusted Amounts for details.

All four segments generated record sales results driven by increased pricing in response to inflation, strong demand for engineered solutions for infrastructure and reshoring capital projects, and improvements in supply chain conditions in the first half of the fiscal year. Partially offsetting this growth, volume was negatively impacted in the second half of the fiscal year by customer destocking, a slowdown in certain construction sectors and OEM demand, and reduced consumer takeaway at retailers.

Record adjusted EBIT was driven by sales growth and MAP 2025 initiatives. Partially offsetting this growth was unfavorable fixed-cost leverage at RPM facilities due to lower volumes and internal inventory normalization initiatives, as well as continued material cost inflation. Foreign currency translation headwinds also negatively impacted adjusted EBIT.

Cash Flow and Financial Position

During fiscal 2023:

•	Cash provided by operating activities was $577.1 million compared to $178.7 million during the<br>prior-year period, driven primarily by improved working capital management, MAP 2025 working capital initiatives and operating margin expansion.

RPM Reports Results for Fiscal 202 3 Fourth Quarter and Full Year

July 26, 2023

Page 6

•	Capital expenditures were $254.4 million compared to $222.4 million during the prior-year period,<br>driven by organic growth opportunities and MAP 2025 efficiency programs.
•	The company returned $263.9 million to stockholders through cash dividends and share repurchases.<br>
---	---

As of May 31, 2023:

•	Total debt was $2.68 billion compared to $2.69 billion a year ago.
•	Total debt was reduced by $138.8 million compared to February 28, 2023.
---	---
•	Inventories decreased by $77.1 million compared to May 31, 2022, and decreased by $205.8 million<br>compared to February 28, 2023, driven by internal inventory normalization actions and MAP 2025 initiatives.
---	---
•	Total liquidity, including cash and committed revolving credit facilities, was $1.03 billion, compared to<br>$1.31 billion a year ago. The liquidity decline was driven by increased revolver utilization associated with a bond maturity.
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Business Outlook

“In the first quarter, we expect certain positive trends to continue, including increasing demand for our engineered solutions serving infrastructure and reshoring projects, and continued benefits from MAP 2025 initiatives. Additionally, several profitability headwinds are expected to moderate during the quarter including foreign currency translation, customer destocking, internal initiatives to normalize inventories and material cost inflation. These positive factors are expected to outweigh challenging market conditions in some businesses and result in a seventh consecutive quarter of record sales and adjusted EBIT, as well as improved cash flow from operations,” Sullivan added.

“Although demand trends remain volatile, we expect many of the positive first-quarter trends to continue throughout most of fiscal year 2024, and our growth will be aided by less challenging comparisons in the second half of the year. This, combined with our MAP 2025 initiatives, our focus on repair and maintenance, and our strategic balance between segments, is expected to result in another year of record revenue and profitability,” he concluded.

The company expects the following in the fiscal year 2024 first quarter:

•	Consolidated sales to increase in the low-single-digit percentage range<br>compared to prior-year record results.
•	CPG sales to increase in the low-single-digit percentage range compared<br>to prior-year record results.
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•	PCG sales to increase in the mid-single-digit percentage range compared<br>to prior-year record results.
---	---
•	SPG sales to decrease in the high-single-digit percentage range compared to prior-year record results.<br>
---	---
•	Consumer Group sales to increase in the low-single-digit percentage range<br>compared to prior-year record results.
---	---

RPM Reports Results for Fiscal 202 3 Fourth Quarter and Full Year

July 26, 2023

Page 7

•	Consolidated adjusted EBIT to increase in the high-single-digit percentage range compared to prior-year record<br>results.

The company expects the following in the full fiscal year 2024:

•	Modest economic growth.
•	MAP 2025 benefits in line with fiscal year 2024 run-rate target of<br>$160 million.
---	---
•	Continued strength in infrastructure and reshoring-related capital spending.
---	---
•	Moderating headwinds from inflation, destocking and foreign currency translation.
---	---
•	Continuing uncertainty in commercial construction.
---	---
•	Consolidated sales to increase in the mid-single-digit percentage range<br>compared to prior-year record results.
---	---
•	Consolidated adjusted EBIT to increase in the low-double-digit to mid-teen percentage range compared to prior-year record results, with stronger growth in the second half of the fiscal year, assuming that the economy does not enter a recession.
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By segment, the company expects the following for full fiscal year 2024:

•	CPG to benefit from stabilization in residential construction, strength in concrete admixtures and repair<br>products, and higher demand for restoration systems for roofing, facades and parking structures, with uncertainty in commercial construction.
•	PCG to benefit from continued strength in businesses that serve reshoring, infrastructure and energy capital<br>projects with engineered solutions, even as it faces challenging comparisons.
---	---
•	SPG to generate improved results in the second half of fiscal year 2024 when the segment faces easier comparisons<br>as it benefits from reduced destocking headwinds.
---	---
•	Consumer Group volumes to stabilize in the second half of the year along with a continued benefit from pricing,<br>although at a lower level compared to the prior year.
---	---

On June 1, 2023, some international businesses, which generate approximately $100 million of annual revenue, that previously operated under the CPG segment began operating under the PCG segment. This change will be reflected beginning in fiscal 2024 first-quarter reporting, including recast prior-period results for comparison. The outlooks above do not incorporate this change in management reporting, and this change will have no impact on consolidated results.

Earnings Webcast and Conference Call Information

Management will host a conference call to discuss these results beginning at 10:00 a.m. EDT today. The call can be accessed via webcast at www.RPMinc.com/Investors/Presentations-Webcasts or by dialing 1-877-270-2148 or 1-412-902-6510 for international callers and asking to join the RPM International call. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. The call, which will last approximately one hour, will be open to the public, but only financial analysts will be permitted to ask questions. The media and all other participants will be in a listen-only mode.

RPM Reports Results for Fiscal 202 3 Fourth Quarter and Full Year

July 26, 2023

Page 8

For those unable to listen to the live call, a replay will be available from July 26, 2023, until August 2, 2023. The replay can be accessed by dialing 1-877-344-7529 or 1-412-317-0088 for international callers. The access code is 1483887. The call also will be available for replay and as a written transcript via the RPM website at www.RPMinc.com.

About RPM

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The company operates across four reportable segments: consumer, construction products, performance coatings and specialty products. RPM has a diverse portfolio of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, DayGlo, Legend Brands, Stonhard, Carboline, Tremco and Dryvit. From homes and workplaces, to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to help build a better world. The company employs approximately 17,300 individuals worldwide. Visit www.RPMinc.com to learn more.

For more information, contact Matt Schlarb, Senior Director of Investor Relations, at 330-220-6064 or mschlarb@rpminc.com.

#

Use of Non-GAAP Financial Information

To supplement the financial information presented in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) in this earnings release, we use EBIT, adjusted EBIT and adjusted earnings per share, which are all non-GAAP financial measures. EBIT is defined as earnings (loss) before interest and taxes, with adjusted EBIT and adjusted earnings per share provided for the purpose of adjusting for one-off items impacting revenues and/or expenses that are not considered by management to be indicative of ongoing operations. 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 expense is essentially related to corporate functions, as opposed to segment operations. For that reason, we believe EBIT is also useful to investors 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 and investment income or expense 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. See the financial statement section of this earnings release for a reconciliation of EBIT and adjusted EBIT to income before income taxes, and adjusted earnings per share to earnings per share. We have not provided a reconciliation of our first-quarter fiscal 2024 adjusted EBIT guidance because material terms that impact such measure are not in our control and/or cannot be reasonably predicted, and therefore a reconciliation of such measure is not available without unreasonable effort.

Forward-LookingStatements

This press release contains “forward-looking statements” relating to our business. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us and are subject to uncertainties and factors (including those specified below), which are difficult to predict and, in many instances,

RPM Reports Results for Fiscal 202 3 Fourth Quarter and Full Year

July 26, 2023

Page 9

are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global markets and general economic conditions, including uncertainties surrounding the volatility in financial markets, the availability of capital, and the viability of banks and other financial institutions; (b) the prices, supply and availability of raw materials, including assorted pigments, resins, solvents, and other natural gas-and oil-based materials; packaging, including plastic and metal containers; and transportation services, including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our construction and chemicals businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) the effect of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (h) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (i) the timing of and the realization of anticipated cost savings from restructuring initiatives and the ability to identify additional cost savings opportunities; (j) risks related to the adequacy of our contingent liability reserves; (k) risks relating to the Covid pandemic; (l) risks related to adverse weather conditions or the impacts of climate change and natural disasters; (m) risks relating to the Russian invasion of Ukraine and other wars;(n) risks related to data breaches and data privacy violations; and (o) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Annual Report on Form 10-K for the year ended May 31, 2022, as the same may be updated from time to time. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.

CONSOLIDATED STATEMENTSOF INCOME

IN THOUSANDS, EXCEPT PER SHARE DATA

(Unaudited)

	Three Months Ended						Year Ended
	May 31,			May 31,			May 31,			May 31,
	2023			2022			2023			2022
Net Sales	$	2,016,210		$	1,983,890		$	7,256,414		$	6,707,728
Cost of Sales		1,241,062			1,245,388			4,508,370			4,274,675
Gross Profit		775,148			738,502			2,748,044			2,433,053
Selling, General & Administrative Expenses		530,071			498,039			1,956,040			1,788,284
Restructuring Expense		8,685			1,148			15,465			6,276
Goodwill Impairment		—			—			36,745			—
Interest Expense		33,630			23,801			119,015			87,928
Investment (Income) Expense, Net		(3,838	)		6,174			(9,748	)		7,595
(Gain) on Sales of Assets and Business, Net		(2,751	)		(9,492	)		(28,632	)		(51,983	)
Other Expense (Income), Net		2,712			(2,845	)		9,777			(11,846	)
Income Before Income Taxes		206,639			221,677			649,382			606,799
Provision for Income Taxes		54,968			22,371			169,651			114,333
Net Income		151,671			199,306			479,731			492,466
Less: Net Income Attributable to Noncontrolling Interests		311			301			1,040			985
Net Income Attributable to RPM International Inc. Stockholders	$	151,360		$	199,005		$	478,691		$	491,481
Earnings per share of common stock attributable to RPM International Inc.Stockholders:
Basic	$	1.18		$	1.54		$	3.74		$	3.81
Diluted	$	1.18		$	1.54		$	3.72		$	3.79
Average shares of common stock outstanding - basic		127,345			127,573			127,507			127,948
Average shares of common stock outstanding - diluted		128,720			129,467			128,816			129,580

RPM Reports Results for Fiscal 202 3 Fourth Quarter and Full Year

July 26, 2023

Page 10

SUPPLEMENTAL SEGMENT INFORMATION

IN THOUSANDS

(Unaudited)

	Three Months Ended						Year Ended
	May 31,			May 31,			May 31,			May 31,
	2023			2022			2023			2022
Net Sales:
CPG Segment	$	748,047		$	745,908		$	2,608,872		$	2,486,486
PCG Segment		358,355			329,392			1,333,567			1,188,379
SPG Segment		193,420			225,766			799,205			790,816
Consumer Segment		716,388			682,824			2,514,770			2,242,047
Total	$	2,016,210		$	1,983,890		$	7,256,414		$	6,707,728
Income Before Income Taxes:
CPG Segment
Income Before Income Taxes ^(a)^	$	116,847		$	120,286		$	309,683		$	396,509
Interest (Expense), Net ^(b)^		(437	)		(1,419	)		(8,416	)		(6,673	)
EBIT ^(c)^		117,284			121,705			318,099			403,182
MAP initiatives ^(d)^		7,180			709			11,236			3,967
Unusual executive costs ^(f)^		—			—			—			805
(Gain) on sales of assets, net ^(g)^		—			—			—			(41,906	)
Adjusted EBIT	$	124,464		$	122,414		$	329,335		$	366,048
PCG Segment
Income Before Income Taxes ^(a)^	$	49,861		$	41,219		$	133,757		$	139,068
Interest Income, Net ^(b)^		519			168			1,466			575
EBIT ^(c)^		49,342			41,051			132,291			138,493
MAP initiatives ^(d)^		2,406			1,534			44,740			7,242
Acquisition-related costs ^(e)^		—			—			—			339
Unusual executive costs ^(f)^		—			—			—			472
Adjusted EBIT	$	51,748		$	42,585		$	177,031		$	146,546
SPG Segment
Income Before Income Taxes ^(a)^	$	8,481		$	50,909		$	103,279		$	121,937
Interest Income (Expense), Net ^(b)^		45			(4	)		68			(86	)
EBIT ^(c)^		8,436			50,913			103,211			122,023
MAP initiatives ^(d)^		7,878			18			15,271			1,440
Acquisition-related costs ^(e)^		—			—			—			(45	)
Unusual executive costs ^(f)^		—			520			—			520
(Gain) on sales of assets and business, net<br>^(g)^		—			(7,257	)		(25,774	)		(7,257	)
Adjusted EBIT	$	16,314		$	44,194		$	92,708		$	116,681
Consumer Segment
Income Before Income Taxes ^(a)^	$	99,449		$	79,172		$	378,157		$	175,084
Interest (Expense) Income, Net ^(b)^		(3,417	)		55			(3,372	)		266
EBIT ^(c)^		102,866			79,117			381,529			174,818
MAP initiatives ^(d)^		1,785			1,155			2,699			2,409
Unusual executive costs ^(f)^		—			—			—			776
Business interruption insurance recovery<br>^(h)^		—			—			(20,000	)		—
Adjusted EBIT	$	104,651		$	80,272		$	364,228		$	178,003
Corporate/Other
(Loss) Before Income Taxes ^(a)^	$	(67,999	)	$	(69,909	)	$	(275,494	)	$	(225,799	)
Interest (Expense), Net ^(b)^		(26,502	)		(28,775	)		(99,013	)		(89,605	)
EBIT ^(c)^		(41,497	)		(41,134	)		(176,481	)		(136,194	)
MAP initiatives ^(d)^		12,107			13,225			54,811			30,497
Acquisition-related costs ^(e)^		—			419			—			2,482
Unusual executive costs ^(f)^		—			392			—			3,017
Foreign exchange loss on settlement of debt<br>^(i)^		—			1,357			—			1,357
Adjusted EBIT	$	(29,390	)	$	(25,741	)	$	(121,670	)	$	(98,841	)
TOTAL CONSOLIDATED
Income Before Income Taxes^(a)^	$	206,639	****	$	221,677	****	$	649,382	****	$	606,799	****
Interest (Expense)	****	(33,630	)	****	(23,801	)	****	(119,015	)	****	(87,928	)
Investment Income (Expense), Net	****	3,838	****	****	(6,174	)	****	9,748	****	****	(7,595	)
EBIT ^(c)^	****	236,431	****	****	251,652	****	****	758,649	****	****	702,322	****
MAP initiatives ^(d)^	****	31,356	****	****	16,641	****	****	128,757	****	****	45,555	****
Acquisition-related costs ^(e)^	****	—	****	****	419	****	****	—	****	****	2,776	****
Unusual executive costs ^(f)^	****	—	****	****	912	****	****	—	****	****	5,590	****
(Gain) on sales of assets and business, net^(g)^	****	—	****	****	(7,257	)	****	(25,774	)	****	(49,163	)
Business interruption insurance recovery^(h)^	****	—	****	****	—	****	****	(20,000	)	****	—	****
Foreign exchange loss on settlement of debt^(i)^	****	—	****	****	1,357	****	****	—	****	****	1,357	****
Adjusted EBIT	$	267,787	****	$	263,724	****	$	841,632	****	$	708,437	****
^(a)^	The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by Generally<br>Accepted Accounting Principles in the United States (GAAP), to EBIT and Adjusted EBIT.
---	---
^(b)^	Interest Income (Expense), Net includes the combination of Interest Income (Expense) and Investment Income<br>(Expense), Net.
---	---
^(c)^	EBIT is defined as earnings (loss) before interest and taxes, with Adjusted EBIT provided for the purpose of<br>adjusting for items impacting earnings that are not considered by management to be indicative of ongoing operations. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT, or adjusted EBIT, as<br>a performance evaluation measure because interest expense is essentially related to corporate functions, as opposed to segment operations. For that reason, we believe EBIT is also useful to investors as a metric in their investment decisions. EBIT<br>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 and investment income or expense in determining operating performance,<br>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<br>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<br>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<br>predictive of potential future results.
---	---
^(d)^	Reflects restructuring and other charges, which have been incurred in relation to our Margin Acceleration Plan<br>(“MAP to Growth”) and our Margin Achievement Plan (“MAP 2025”), together MAP initiatives, as follows:
---	---

“Inventory-related charges,” & “Accelerated Expense—Other,” & inventory write-offs related to the discontinuation of certain product lines (“Discontinued product lines”) which have been recorded in Cost of Sales;

A gain on sale of one of our closed facilities in the SPG segment (“Restructuring expense”) recorded in (Gain) on Sales of Assets and Business, Net;

“Headcount reductions, impairments, closures of facilities and related costs,” which have been recorded in RestructuringExpense;

A goodwill impairment charge related to the Universal Sealants (“USL”) reporting unit which has been recorded in Goodwill Impairment;

“Accelerated Expense - Other,” “Receivable (recoveries),” “ERP consolidation plan,” “Professional Fees,” prepaid asset write-off related to the discontinuation of a product line within our Consumer segment (“Discontinued product lines”) & “Unusual credits triggered by executive departures,” which have been recorded in Selling, General & Administrative Expenses.

^(e)^	Acquisition costs reflect amounts included in gross profit for inventory<br>step-ups associated with completed acquisitions and third-party consulting fees incurred in evaluating potential acquisition targets.
^(f)^	Reflects unusual compensation costs recorded unrelated to our MAP to Growth initiative.
---	---
^(g)^	The current year balance reflects the gains associated with the sale of the furniture warranty business and the<br>sale and leaseback of a facility in the SPG segment. The prior year balance reflects the net gain associated with the sale and leaseback of certain real property assets within our CPG and SPG segments.
---	---
^(h)^	Business interruption insurance recovery at our Consumer segment related to lost sales and incremental costs<br>incurred during fiscal 2021 and 2022 as a result of an explosion at the plant of a significant alkyd resin supplier.
---	---
^(i)^	Foreign exchange loss on early payment of the $100 million term loan in Q4 of fiscal 2022.<br>
---	---

RPM Reports Results for Fiscal 202 3 Fourth Quarter and Full Year

July 26, 2023

Page 11

SUPPLEMENTAL INFORMATION

RECONCILIATION OF “REPORTED” TO “ADJUSTED” AMOUNTS

(Unaudited)

	Three Months Ended						Year Ended
	May 31,			May 31,			May 31,			May 31,
	2023			2022			2023			2022
Reconciliation of Reported Earnings per Diluted Share to Adjusted Earnings per Diluted Share (All amounts presented after-tax): ****
Reported Earnings per Diluted Share	$	1.18	****	$	1.54	****	$	3.72	****	$	3.79	****
MAP initiatives ^(d)^		0.19			0.10			0.83			0.27
Acquisition-related costs ^(e)^		—			—			—			0.02
Unusual executive costs ^(f)^		—			—			—			0.03
(Gain) on sales of assets and business, net<br>^(g)^		—			(0.06	)		(0.14	)		(0.34	)
Business interruption insurance recovery<br>^(h)^		—			—			(0.12	)		—
Foreign exchange loss on settlement of debt<br>^(i)^		—			0.01			—			0.01
Discrete tax adjustments ^(j)^		—			(0.24	)		—			(0.24	)
Investment returns ^(k)^		(0.01	)		0.07			0.01			0.12
Adjusted Earnings per Diluted Share^(l)^	$	1.36	****	$	1.42	****	$	4.30	****	$	3.66	****
^(d)^	Reflects restructuring and other charges, which have been incurred in relation to our Margin Acceleration Plan<br>(“MAP to Growth”) and our Margin Achievement Plan (“MAP 2025”), together MAP initiatives, as follows:
---	---

“Inventory-related charges,” & “Accelerated Expense - Other,” & inventory write-offs related to the discontinuation of certain product lines (“Discontinued product lines”) which have been recorded in Cost of Sales;

A gain on sale of one of our closed facilities in the SPG segment (“Restructuring expense”) recorded in (Gain) on Sales of Assets and Business, Net;

“Headcount reductions, impairments, closures of facilities and related costs,” which have been recorded in RestructuringExpense;

A goodwill impairment charge related to the Universal Sealants (“USL”) reporting unit which has been recorded in Goodwill Impairment;

“Accelerated Expense - Other,” “Receivable (recoveries),” “ERP consolidation plan,” “Professional Fees,” prepaid asset write-off related to the discontinuation of a product line within our Consumer segment (“Discontinued product lines”) & “Unusual credits triggered by executive departures,” which have been recorded in Selling, General & Administrative Expenses.

^(e)^	Acquisition costs reflect amounts included in gross profit for inventory<br>step-ups associated with completed acquisitions and third-party consulting fees incurred in evaluating potential acquisition targets.
^(f)^	Reflects unusual compensation costs recorded unrelated to our MAP to Growth initiative.
---	---
^(g)^	The current year balance reflects the gains associated with the sale of the furniture warranty business and the<br>sale and leaseback of a facility in the SPG segment. The prior year balance reflects the net gain associated with the sale and leaseback of certain real property assets within our CPG and SPG segments.
---	---
^(h)^	Business interruption insurance recovery at our Consumer segment related to lost sales and incremental costs<br>incurred during fiscal 2021 and 2022 as a result of an explosion at the plant of a significant alkyd resin supplier.
---	---
^(i)^	Foreign exchange loss on early payment of the $100 million term loan in Q4 of fiscal 2022.<br>
---	---
^(j)^	Fiscal 2022 includes income tax benefits associated with a reduction of the deferred income tax liability for<br>unremitted foreign earnings and the reversal of valuation allowance against foreign tax credits.
---	---
^(k)^	Investment returns include realized net gains and losses on sales of investments and unrealized net gains and<br>losses on equity securities, which are adjusted due to their inherent volatility. Management does not consider these gains and losses, which cannot be predicted with any level of certainty, to be reflective of the Company’s core business<br>operations.
---	---
^(l)^	Adjusted Diluted EPS is provided for the purpose of adjusting diluted earnings per share for items impacting<br>earnings that are not considered by management to be indicative of ongoing operations.
---	---

RPM Reports Results for Fiscal 202 3 Fourth Quarter and Full Year

July 26, 2023

Page 12

CONSOLIDATED BALANCE SHEETS

IN THOUSANDS

(Unaudited)

	May 31, 2023			May 31, 2022
Assets
Current Assets
Cash and cash equivalents	$	215,787		$	201,672
Trade accounts receivable		1,552,522			1,479,301
Allowance for doubtful accounts		(49,482	)		(46,669	)
Net trade accounts receivable		1,503,040			1,432,632
Inventories		1,135,496			1,212,618
Prepaid expenses and other current assets		329,845			304,887
Total current assets		3,184,168			3,151,809
Property, Plant and Equipment, at Cost		2,332,916			2,132,915
Allowance for depreciation		(1,093,440	)		(1,028,932	)
Property, plant and equipment, net		1,239,476			1,103,983
Other Assets
Goodwill		1,293,588			1,337,868
Other intangible assets, net of amortization		554,991			592,261
Operating lease<br>right-of-use assets		329,582			307,797
Deferred income taxes		15,470			18,914
Other		164,729			195,074
Total other assets		2,358,360			2,451,914
Total Assets	$	6,782,004		$	6,707,706
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	680,938		$	800,369
Current portion of long-term debt		178,588			603,454
Accrued compensation and benefits		257,328			262,445
Accrued losses		26,470			24,508
Other accrued liabilities		347,477			325,632
Total current liabilities		1,490,801			2,016,408
Long-Term Liabilities
Long-term debt, less current maturities		2,505,221			2,083,155
Operating lease liabilities		285,524			265,139
Other long-term liabilities		267,111			276,990
Deferred income taxes		90,347			82,186
Total long-term liabilities		3,148,203			2,707,470
Total liabilities		4,639,004			4,723,878
Stockholders’ Equity
Preferred stock; none issued		—			—
Common stock (outstanding 128,766; 129,199)		1,288			1,292
Paid-in capital		1,124,825			1,096,147
Treasury stock, at cost		(784,463	)		(717,019	)
Accumulated other comprehensive (loss)		(604,935	)		(537,337	)
Retained earnings		2,404,125			2,139,346
Total RPM International Inc. stockholders’ equity		2,140,840			1,982,429
Noncontrolling interest		2,160			1,399
Total equity		2,143,000			1,983,828
Total Liabilities and Stockholders’ Equity	$	6,782,004		$	6,707,706

RPM Reports Results for Fiscal 202 3 Fourth Quarter and Full Year

July 26, 2023

Page 13

CONSOLIDATED STATEMENTS OF CASH FLOWS

IN THOUSANDS

(Unaudited)

	Year Ended
	May 31,			May 31,
	2023			2022
Cash Flows From Operating Activities:
Net income	$	479,731	****	$	492,466	****
Adjustments to reconcile net income to net
cash provided by operating activities:
Depreciation and amortization		154,949			153,074
Restructuring charges, net of payments		—			(2,516	)
Goodwill impairment		36,745			—
Fair value adjustments to contingent earnout obligations		—			3,253
Deferred income taxes		6,236			(25,067	)
Stock-based compensation expense		28,673			40,114
Net loss on marketable securities		2,086			17,706
Net (gain) on sales of assets and business		(28,632	)		(51,983	)
Other		1,683			(66	)
Changes in assets and liabilities, net of effect from purchases and sales of businesses:
(Increase) in receivables		(94,585	)		(187,299	)
Decrease (increase) in inventory		66,805			(304,197	)
Decrease (increase) in prepaid expenses and other current and long-term assets		1,364			(13,040	)
(Decrease) increase in accounts payable		(116,053	)		101,223
(Decrease) increase in accrued compensation and benefits		(2,643	)		9,737
Increase (decrease) in accrued losses		2,231			(3,956	)
Increase (decrease) in other accrued liabilities		38,515			(50,718	)
Cash Provided By Operating Activities	****	577,105	****	****	178,731	****
Cash Flows From Investing Activities:
Capital expenditures		(254,435	)		(222,403	)
Acquisition of businesses, net of cash acquired		(47,542	)		(127,457	)
Purchase of marketable securities		(18,674	)		(15,032	)
Proceeds from sales of marketable securities		12,731			21,533
Proceeds from sales of assets and business		58,288			76,590
Other		(72	)		7,222
Cash (Used For) Investing Activities	****	(249,704	)	****	(259,547	)
Cash Flows From Financing Activities:
Additions to long-term and short-term debt		341,720			437,564
Reductions of long-term and short-term debt		(355,463	)		(101,505	)
Cash dividends		(213,912	)		(204,394	)
Repurchases of common stock		(50,000	)		(52,500	)
Shares of common stock returned for taxes		(17,047	)		(11,549	)
Payments of acquisition-related contingent consideration		(3,765	)		(5,774	)
Other		(2,689	)		(4,452	)
Cash (Used For) Provided By Financing Activities	****	(301,156	)	****	57,390	****
Effect of Exchange Rate Changes on Cash and Cash Equivalents	****	(12,130	)	****	(21,606	)
Net Change in Cash and Cash Equivalents	****	14,115	****	****	(45,032	)
Cash and Cash Equivalents at Beginning of Period	****	201,672	****	****	246,704	****
Cash and Cash Equivalents at End of Period	$	215,787	****	$	201,672	****