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What changed in RPM INTERNATIONAL INC/DE/'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of RPM INTERNATIONAL INC/DE/'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+241 added−263 removedSource: 10-K (2025-07-24) vs 10-K (2024-07-25)

Top changes in RPM INTERNATIONAL INC/DE/'s 2025 10-K

241 paragraphs added · 263 removed · 203 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

40 edited+3 added−4 removed47 unchanged
Biggest changeOur CPG segment generated $2.7 billion in net sales for the fiscal year ended May 31, 2024 and includes the following major product lines and brand names: • waterproofing, coatings and traditional roofing systems used in building protection, maintenance and weatherproofing applications marketed under our Tremco, AlphaGuard, AlphaGrade, BURmastic, OneSeal, POWERply, THERMastic, TremPly, TremLock, Vulkem and TREMproof brand names; • in collaboration with companies from the PCG and SPG reportable segments respectively, Fibergrate and Legend Brands, retrofit structural panels, FRP and metal TremSafe rooftop safety solutions, and RoofTec cleaning and RoofTec drying services; • sealants, air barriers, tapes and foams that seal and insulate joints in various construction assemblies and glazing assemblies marketed under our Tremco, Dymonic, ExoAir, illbruck and Spectrem brand names and firestopping technologies under the TREMstop brand; • new residential home weatherization systems marketed under our TUFF-N-DRI, Watchdog Waterproofing and Enviro-Dri brand names; • specialized roofing, building maintenance and related services performed by our Weatherproofing Technologies Incorporated (WTI) subsidiary, as well as our Weatherproofing Technologies Canada (WTC) subsidiary that include: turnkey general contracting projects, general roofing repairs, roof restorations, building asset management programs, diagnostic services, indoor air quality audits, HVAC restorations, including Pure Air Control Services, job-site inspections, TremCare maintenance programs, customized warranty solutions and offerings, also including StructureCare, which focuses primarily on waterproofing structures, as well as car park preventive maintenance, restoration and repair; • sealing and bonding solutions for windows and doors, facades, interiors and exteriors under our illbruck TremGlaze and Winco brand names; • subfloor preparation, leveling screeds for flooring and waterproofing applications under our Tremco and Isocrete brand names; • in-plant glazing solutions and structural glazing under our Tremco brand name; • high-performance resin flooring systems, polyurethane & MMA waterproof coatings, epoxy floor paint and coatings, concrete repair and protection products and decorative concrete for industrial and commercial applications sold under our Flowcrete and Key Resins brand names; • rolled asphalt roofing materials, waterproofing products, and chemical admixtures marketed under our Viapol, Vandex and Betumat brand names; • concrete and masonry admixtures, concrete fibers, cement grinding aids, cement performance enhancers, curing and sealing compounds, structural grouts and mortars, epoxy adhesives, polyurethane foams, floor hardeners and toppings, joint fillers, industrial and architectural coatings, decorative color/stains/stamps, and a comprehensive selection of restoration materials marketed under the Euclid, CAVE, Conex, Toxement, Viapol, Dural, EUCO, Eucon, Eucem, Fiberstrand, Increte Systems, Plastol, Sentinel, Speed Crete, Tuf-Strand, Prime Gel, Prime Bond, Prime Coat, Prime Guard, Prime Rez, Prime Flex and Tremco PUMA Expansion Joint System brand names; • solutions for fire stopping and intumescent coatings for steel structures under our Firetherm brand now all transitioned to Nullifire, Veda and TREMStop brand names; • adhesive & sealant solutions for the manufacturing industries under our Pactan brand name; • insulated building cladding materials (exterior insulating and finishing systems, “EIFS”) under our Dryvit and NewBrick brand names; • insulated concrete form (“ICF”) wall systems and engineered buck framing systems and ICF bracing systems marketed and sold under the Nudura, PreBuck, and Giraffe brand names; and • foam joint sealants for commercial construction manufactured and marketed under the Schul brand name; • expansion joint covers and fire-stopping solutions for horizontal and vertical linear joints under the Veda brand. 4 PCG Segment Our PCG segment products and services are sold throughout North America, as well as internationally, and are sold directly to contractors, distributors and end-users, such as industrial manufacturing facilities, public institutions and other commercial customers.
Biggest changeOur CPG segment generated $2.8 billion in net sales for the fiscal year ended May 31, 2025 and includes the following major product lines and brand names: • waterproofing, coatings and traditional roofing systems used in building protection, maintenance and weatherproofing applications marketed under our Tremco, AlphaGuard, AlphaGrade, BURmastic, OneSeal, POWERply, THERMastic, TremPly, TremLock, Vulkem and TREMproof brand names; • in collaboration with companies from the PCG and SPG reportable segments respectively, Fibergrate and Legend Brands, retrofit structural panels, FRP and metal TremSafe rooftop safety solutions, and RoofTec cleaning and RoofTec drying services; • sealants, air barriers, tapes and foams that seal and insulate joints in various construction assemblies and glazing assemblies marketed under our Tremco, Dymonic, ExoAir, illbruck and Spectrem brand names and firestopping technologies under the TREMstop brand; • new residential home weatherization systems marketed under our TUFF-N-DRI, Watchdog Waterproofing and Enviro-Dri brand names, ‘A’ rated fire classified vapor control membranes sold under the illbruck brand name and non-combustible insulated breather membranes sold under the Skytech brand name; • specialized roofing, building maintenance and related services performed by our Weatherproofing Technologies Incorporated (WTI) subsidiary, as well as our Weatherproofing Technologies Canada (WTC) subsidiary that include: turnkey general contracting projects where we supply product and apply it, general roofing repairs, roof restorations, building asset management programs, diagnostic services, indoor air quality audits, HVAC restorations, including Pure Air Control Services, job-site inspections, TremCare maintenance programs, customized warranty solutions and offerings, also including StructureCare, which focuses primarily on waterproofing structures, as well as car park preventive maintenance, restoration and repair; • sealing and bonding solutions for windows and doors, facades, interiors and exteriors under our illbruck TremGlaze and Winco brand names; • subfloor preparation, leveling screeds for flooring and waterproofing applications under our Tremco and Isocrete brand names; • in-plant glazing solutions and structural glazing under our Tremco and EnerEDGE brand names; • high-performance resin flooring systems, terrazo, polyurethane & MMA waterproof coatings, epoxy floor paint and coatings, concrete repair and protection products, traffic deck coatings, and decorative concrete for industrial and commercial applications sold under our Flowcrete, Flow Resin, Vulkem, Deckshield and Key Resins brand names; • rolled asphalt roofing materials, waterproofing products, and chemical admixtures marketed under our Viapol, Vandex and Betumat brand names; • concrete and masonry admixtures, concrete fibers, cement grinding aids, cement performance enhancers, curing and sealing compounds, structural grouts and mortars, epoxy adhesives, polyurethane foams, floor hardeners and toppings, joint fillers, industrial and architectural coatings, decorative color/stains/stamps, and a comprehensive selection of restoration materials marketed under the Euclid, CAVE, Conex, Toxement, Viapol, Dural, EUCO, Eucon, Accelguard, Eucem, Fiberstrand, Increte Systems, Plastol, Sentinel, Speed Crete, Tuf-Strand, Maxten, Color-Crete, Prime Gel, Prime Bond, Prime Coat, Prime Guard, Prime Rez, Prime Flex and Tremco PUMA Expansion Joint System brand names; • solutions for fire stopping and intumescent coatings for steel structures under our Firetherm brand now all transitioned to Nullifire, Veda and TREMStop brand names; • adhesive & sealant solutions for the manufacturing industries under our Pactan brand name; • insulated building cladding materials (exterior insulating and finishing systems, “EIFS”) under our Dryvit and NewBrick brand names; • Architectural coatings and specialty finishes for building exteriors under our Dryvit brand name; • MCM, ACM and EIFS prefabricated exterior wall panels under our Dryvit brand name; • insulated concrete form (“ICF”) and industrial concrete panel wall systems and engineered buck framing systems and ICF bracing systems marketed and sold under the Nudura, Prebuck, and Giraffe brand names; • foam joint sealants for commercial construction manufactured and marketed under the Willseal brand name; 4 • expansion joint covers and fire-stopping solutions for horizontal and vertical linear joints under the Willseal and Veda brands; • armored floor joints for industrial buildings under HCJ brand.
The SPG segment generated $0.7 billion in net sales for the fiscal year ended May 31, 2024 and includes the following major product lines and brand names: • fluorescent colorants and pigments marketed under our Day-Glo and Radiant brand names; • shellac-based-specialty coatings for industrial and pharmaceutical uses, edible glazes, food coatings and ingredients marketed under our Mantrose-Haeuser, NatureSeal, Profile Food Ingredients and Holton Food Products brand names; • fire and water damage restoration products marketed under the Dri-Eaz, Unsmoke and ODORx brand names; • professional carpet cleaning and disinfecting products marketed under the Sapphire Scientific, Chemspec and Prochem brand names; • fuel additives marketed under our ValvTect brand name; • wood treatments marketed under our Kop-Coat and TRU CORE brand names; • pleasure marine coatings marketed under our Pettit, Woolsey, Z-Spar and Tuffcoat brand names; • wood coatings and touch-up products primarily for furniture and interior wood applications marketed under our FinishWorks, Mohawk, and Morrells brand names; • a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under our TCI brand name; and • nail enamel, polish and coating components for the personal care industry.
The SPG segment generated $0.7 billion in net sales for the fiscal year ended May 31, 2025 and includes the following major product lines and brand names: • fluorescent colorants and pigments marketed under our Day-Glo and Radiant brand names; • shellac-based-specialty coatings for industrial and pharmaceutical uses, edible glazes, food coatings and ingredients marketed under our Mantrose-Haeuser, NatureSeal, Profile Food Ingredients and Holton Food Products brand names; • fire and water damage restoration products marketed under the Dri-Eaz, Unsmoke and ODORx brand names; • professional carpet cleaning and disinfecting products marketed under the Sapphire Scientific, Chemspec and Prochem brand names; • fuel additives marketed under our ValvTect brand name; • wood treatments marketed under our Kop-Coat and TRU CORE brand names; • pleasure marine coatings marketed under our Pettit, Woolsey, Z-Spar and Tuffcoat brand names; • wood coatings and touch-up products primarily for furniture and interior wood applications marketed under our FinishWorks, Mohawk, and Morrells brand names; • a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under our TCI brand name; and • nail enamel, polish and coating components for the personal care industry.
In the concrete and masonry additives market, a variety of chemicals and fibers can be added to concrete and masonry to improve the processability, performance, or appearance of these products. Chemical admixtures for concrete are typically grouped according to their functional characteristics, such as water-reducers, set controllers, superplasticizers and air-entraining agents.
In the concrete and masonry 7 additives market, a variety of chemicals and fibers can be added to concrete and masonry to improve the processability, performance, or appearance of these products. Chemical admixtures for concrete are typically grouped according to their functional characteristics, such as water-reducers, set controllers, superplasticizers and air-entraining agents.
Sealants, which include urethane, silicone, latex, butyl and hybrid technology products, are designed to be installed in construction joints for the purpose of providing a flexible air and water-tight seal. Waterproof coatings, usually urethane or asphalt based, are installed in exposed and buried applications to waterproof and protect 7 concrete.
Sealants, which include urethane, silicone, latex, butyl and hybrid technology products, are designed to be installed in construction joints for the purpose of providing a flexible air and water-tight seal. Waterproof coatings, usually urethane or asphalt based, are installed in exposed and buried applications to waterproof and protect concrete.
BUSINESS Our subsidiaries manufacture, market and sell various specialty chemical product lines, including high-quality specialty paints, infrastructure rehab and repair products, protective coatings, roofing systems, sealants and adhesives, focusing on the maintenance and improvement needs of the industrial, specialty and consumer markets.
BUSINESS Our subsidiaries manufacture, market and sell various specialty chemical product lines, including high-quality specialty paints, infrastructure rehab and repair products, protective coatings, roofing systems, sealants and adhesives, focusing on the maintenance and improvement needs of the construction, industrial, specialty and consumer markets.
Our Consumer segment generated $2.5 billion in net sales in the fiscal year ended May 31, 2024 and is composed of the following major product lines and brand names: • a broad line of coating products to protect and decorate a wide variety of surfaces for the DIY and professional markets which are sold under several brand names, including Rust-Oleum, Stops Rust, American Accents, Painter’s Touch, Universal, Industrial Choice, Rust-Oleum Automotive, Sierra Performance, Hard Hat, TOR, Mathys, CombiColor, Noxyde, MultiSpec and Tremclad; • specialty products targeted to solve problems for the paint contractor and the DIYer for applications that include surface preparation, mold and mildew prevention, wallpaper removal and application, and waterproofing, sold under our Zinsser, B-I-N, Bulls Eye 1-2-3, Cover Stain, DIF, FastPrime, Sealcoat, Gardz, Perma-White, Shieldz, Watertite and Okon brand names; • a line of woodcare products for interior and exterior applications for the DIY and professional markets that are sold under the Varathane, Watco and Wolman brand names; • cleaners sold under the Krud Kutter, Mean Green, Concrobium, Whink and Jomax brand names; • concrete restoration and flooring systems for the DIY and professional floor contractor markets sold under the Epoxy Shield, Rock Solid, Seal Krete and Concrete Saver brand names; • metallic and faux finish coatings marketed under our Modern Masters brand name; • tile and stone sealants and cleaners under our Miracle Sealants brand name; • a broad line of finishing products for the DIY and professional markets including abrasives for hand and power sanding, cutting, grinding and surface refinishing marketed under the Gator, Finish 1 st and Zip Sander brand names; 5 • an assortment of other products, including hobby paints and cements marketed under our Testors brand name; and • a complete line of caulks, sealants, adhesives, insulating foam, spackling, glazing, and other general patch and repair products for home construction, repair and remodeling marketed through a wide assortment of DAP branded products, including, but not limited to, ‘33’, ‘53’, ‘1012’, 4000, 7000, Alex, Alex Fast Dry, Alex Plus, Alex Ultra, Alex Flex, AMP, Barrier Foam, Beats The Nail, Blend-Stick, Blockade, DAPtex, Draftstop, DryDex, Dynaflex 230, Dynaflex Ultra, Dynagrip, Eclipse, Elastopatch, Extreme Stretch, Fast ‘N Final, FastPatch, Fire Break, Kwik Seal, Kwik Seal Plus, Kwik Seal Ultra, Max Fill, Mono, Mouse Shield, No Warp, Patch-N-Paint, Plastic Wood, Platinum Patch, Power Point, RapidFuse, Seal ‘N Peel, SIDE Winder, Silicone Plus, Silicone Max, SMARTBOND, Storm Bond, TankBond, Touch’N Foam Pro, Touch’N Seal, Ultra Clear, and Weldwood.
Our Consumer segment generated $2.4 billion in net sales in the fiscal year ended May 31, 2025 and is composed of the following major product lines and brand names: • a broad line of coating products to protect and decorate a wide variety of surfaces for the DIY and professional markets which are sold under several brand names, including Rust-Oleum, Stops Rust, American Accents, Painter’s Touch, Universal, Industrial Choice, Rust-Oleum Automotive, Sierra Performance, Hard Hat, TOR, Mathys, CombiColor, Noxyde, MultiSpec and Tremclad; • specialty products targeted to solve problems for the paint contractor and the DIYer for applications that include surface preparation, mold and mildew prevention, wallpaper removal and application, and waterproofing, sold under our Zinsser, B-I-N, Bulls Eye 1-2-3, Cover Stain, DIF, FastPrime, Sealcoat, Gardz, Perma-White, Shieldz, Watertite and Okon brand names; • a line of woodcare products for interior and exterior applications for the DIY and professional markets that are sold under the Varathane, Watco and Wolman brand names; • cleaners sold under The Pink Stuff, Krud Kutter, Mean Green, Concrobium, Whink and Jomax brand names; • concrete restoration and flooring systems for the DIY and professional floor contractor markets sold under the Epoxy Shield, Rock Solid, Seal Krete and Concrete Saver brand names; • metallic and faux finish coatings marketed under our Modern Masters brand name; • tile and stone sealants and cleaners under our Miracle Sealants brand name; • a broad line of finishing products for the DIY and professional markets including abrasives for hand and power sanding, cutting, grinding and surface refinishing marketed under the Gator, Finish 1 st and Zip Sander brand names; 5 • an assortment of other products, including hobby paints and cements marketed under our Testors brand name; and • a complete line of caulks, sealants, adhesives, insulating foam, spackling, glazing, and other general patch and repair products for home construction, repair and remodeling marketed through a wide assortment of DAP branded products, including, but not limited to, ‘33’, ‘53’, ‘1012’, 4000, 7000, Alex, Alex Fast Dry, Alex Plus, Alex Ultra, Alex Flex, AMP, Barrier Foam, Beats The Nail, Blend-Stick, Blockade, DAPtex, Draftstop, DryDex, Dynaflex 230, Dynaflex Ultra, Dynagrip, Eclipse, Elastopatch, Extreme Stretch, Fast ‘N Final, FastPatch, Fire Break, Kwik Seal, Kwik Seal Plus, Kwik Seal Ultra, Max Fill, Mono, Mouse Shield, No Warp, Patch-N-Paint, Plastic Wood, Platinum Patch, Power Point, RapidFuse, Seal ‘N Peel, SIDE Winder, Silicone Plus, Silicone Max, SMARTBOND, Storm Bond, TankBond, Touch’N Foam Pro, Touch’N Seal, Ultra Clear, Wall Cavity Foam, and Weldwood.
We have foreign manufacturing facilities in Argentina, Australia, Belgium, Brazil, Canada, Chile, Colombia, France, Germany, India, Italy, Malaysia, Mexico, The Netherlands, New Zealand, Norway, Poland, South Africa, South Korea, Spain, the United Arab Emirates and the United Kingdom.
We have foreign manufacturing facilities in Argentina, Australia, Belgium, Brazil, Canada, Chile, Colombia, France, Germany, India, Italy, Malaysia, Mexico, The Netherlands, New Zealand, Poland, South Africa, South Korea, Spain, the United Arab Emirates and the United Kingdom.
Our other principal product trademarks include: 2X Ultra Cover ® , AlphaGuard ® , Alumanation ® , Betumat™, B-I-N ® , Bitumastic ® , Bulls Eye 1-2-3 ® , Chemgrate ® , Dri-Eaz ® , Dymonic ® , EnerEDGE ® , Enviro-Dri ® , EUCO ® , ExoAir ® , Flecto™, Fibergrate ® , Floquil ™ , Paraseal ® , Permaroof ® , Plasite ® , Proglaze ® , Sanitile ® , Sealtite ™ , Solargard ® , Spectrem ® , Stonblend ® , Stonclad ® , Stonhard ® , Stonlux ® , Stonshield ® , Testors ® , TREMproof ® , TUFF-N-DRI ® , Varathane ® , Viapol™, Vulkem ® , Watchdog Waterproofing ® , Woolsey ® , Zinsser ® and Z-Spar ® ; and, in Europe, API ® , Perlifoc ® , Hummervoll ® , Nufins ® , Pitchmastic PMB ® , Visul ® , Flowcrete ®, Nullifire ® , Radglo ® and Martin Mathys™.
Our other principal product trademarks include: 2X Ultra Cover ® , AlphaGuard ® , Alumanation ® , Betumat™, B-I-N ® , Bitumastic ® , Bulls Eye 1-2-3 ® , Chemgrate ® , Dri-Eaz ® , Dymonic ® , EnerEDGE ® , Enviro-Dri ® , EUCO ® , ExoAir ® , Flecto™, Fibergrate ® , Floquil ™ , Paraseal ® , Permaroof ® , Plasite ® , Proglaze ® , Sanitile ® , Sealtite ™ , Solargard ® , Spectrem ® , Stonblend ® , Stonclad ® , Stonhard ® , Stonlux ® , Stonshield ® , Testors ® , The Pink Stuff ® , TREMproof ® , TUFF-N-DRI ® , Varathane ® , Viapol™, Vulkem ® , Watchdog Waterproofing ® , Woolsey ® , Zinsser ® and Z-Spar ® ; and, in Europe, API ® , Perlifoc ® , Hummervoll ® , Nufins ® , Pitchmastic PMB ® , Visul ® , Flowcrete ®, Nullifire ® , Radglo ® and Martin Mathys™.
Anti-corrosion protective coatings and fireproofing must withstand the destructive elements of nature and operating processes under harsh environments and conditions. Our protective industrial coating products are marketed primarily under our Carboline, Specialty Polymer Coatings, Plasite, Nullifire, Firefilm, Charflame, A/D Fire, Strathmore, Thermo-lag, Perlifoc, Epoplex, Farbocustic, and Southwest brand names.
Anti-corrosion protective coatings and fireproofing must withstand the destructive elements of nature and operating processes under harsh environments and conditions. Our protective industrial coating products are marketed primarily under our Carboline, Specialty Polymer Coatings, Plasite, Nullifire, Firefilm, Charflame, A/D Fire, Strathmore, Thermo-lag, Perlifoc, Epoplex, Dudick, Farbocustic, Perliwool and Southwest brand names.
We prohibit any inappropriate conduct or behavior against others, including discrimination perpetrated by associates, supervisors, customers or vendors, and strictly prohibit retaliation and harassment, as set forth in our Code of Conduct and Hotline and Non-Retaliation Policy. Health & Safety We follow many best practices to ensure our associates come to work feeling empowered to safely do their jobs.
We prohibit inappropriate conduct against others, including discrimination perpetrated by associates, supervisors, customers or vendors, and strictly prohibit retaliation and harassment, as set forth in our Code of Conduct and Hotline and Non-Retaliation Policy. Health & Safety We follow many best practices to ensure our associates come to work feeling empowered to safely do their jobs.
Rust-Oleum Corporation and some of our other subsidiaries own more than 890 trademark registrations or applications in the United States and numerous other countries for the trademark “Rust-Oleum ® ” and other trademarks covering a variety of rust-preventative, decorative, general purpose, specialty, industrial and professional products sold by Rust-Oleum Corporation and related companies.
Rust-Oleum Corporation and some of our other subsidiaries own more than 950 trademark registrations or applications in the United States and numerous other countries for the trademark “Rust-Oleum ® ” and other trademarks covering a variety of rust-preventative, decorative, general purpose, specialty, industrial and professional products sold by Rust-Oleum Corporation and related companies.
Key attributes that differentiate competitors in these markets include product quality, depth of product line, and design-and-fabrication services. Our products for these applications are sold under our Fibergrate, Chemgrate, Corgrate, Fibregrid, Safe-T-Span and Bison brand names. Sealants, Waterproofing, Concrete and Masonry Products.
Key attributes that differentiate competitors in these markets include product quality, depth of product line, and design-and-fabrication services. Our products for these applications are sold under our Fibergrate, Chemgrate, Corgrate, Fibregrid, Safe-T-Span, Bison, Jouplast and Ocape brand names. Sealants, Waterproofing, Concrete and Masonry Products.
Our family of products includes those marketed under brand names such as API, Carboline, CAVE, DAP, Day-Glo, Dri-Eaz, Dryvit, Euclid, EUCO, Fibergrate, Fibregrid, Fibrecrete, Flecto, Flowcrete, Gator, Grupo PV, Hummervoll, illbruck, Kemtile, Key Resin, Nudura, Mohawk, Prime Resins, Rust-Oleum, Specialty Polymer Coatings, Stonhard, Strathmore, TCI, Toxement, Tremco, Tuf-Strand, Universal Sealants, Viapol, Watco and Zinsser.
Our family of products includes those marketed under brand names such as API, Carboline, CAVE, DAP, Day-Glo, Dri-Eaz, Dryvit, Euclid, EUCO, Fibergrate, Fibregrid, Fibrecrete, Flecto, Flowcrete, Gator, Grupo PV, Hummervoll, illbruck, Kemtile, Key Resin, Nudura, Mohawk, The Pink Stuff, Prime Resins, Rust-Oleum, Specialty Polymer Coatings, Stonhard, Strathmore, TCI, Toxement, Tremco, Tuf-Strand, Universal Sealants, Viapol, Watco and Zinsser.
Customers Sales to our ten largest Consumer segment customers, such as DIY home centers, on a combined basis represented approximately 24%, 25%, and 22% of our total net sales for each of the fiscal years ended May 31, 2024, 2023 and 2022, respectively.
Customers Sales to our ten largest Consumer segment customers, such as DIY home centers, on a combined basis represented approximately 22%, 24%, and 25% of our total net sales for each of the fiscal years ended May 31, 2025, 2024 and 2023, respectively.
While third-party figures are not necessarily available with respect to the size of our position in the market for each of our products, we believe that we are a major producer of caulks, sealants, insulating foams, patch-and-repair products for the general consumer as well as for the residential building trade; roofing systems; urethane sealants and waterproofing materials; aluminum coatings; cement-based coatings; hobby paints; small project paints; industrial-corrosion-control products; firestopping; fireproofing; consumer rust-preventative coatings; polymer floorings; fluorescent coatings and pigments; fiberglass-reinforced-plastic gratings; nail polish; water and fire damage restoration products; carpet cleaning truck-mount systems and shellac-based coatings.
While third-party figures are not necessarily available with respect to the size of our position in the market for each of our products, we believe that we are a major producer of caulks, cleaners, sealants, insulating foams, patch-and-repair products for the general consumer as well as for the residential building trade; roofing systems; urethane sealants and waterproofing materials; aluminum coatings; cement-based coatings; hobby paints; small project paints; industrial-corrosion-control products; firestopping; fireproofing; consumer rust-preventative coatings; polymer floorings; fluorescent coatings and pigments; fiberglass-reinforced-plastic gratings; raised flooring systems; water and fire damage restoration products; carpet cleaning truck-mount systems and shellac-based coatings.
Consumer Segment Our Consumer segment manufactures and markets professional use and do-it-yourself (“DIY”) products for a variety of mainly residential applications, including home improvement and personal leisure activities. Our Consumer segment’s major manufacturing and distribution operations are located primarily in North America, along with a few locations in Europe, Australia and South America.
Consumer Segment Our Consumer segment manufactures and markets professional use and do-it-yourself (“DIY”) products for a variety of mainly residential applications, including home improvement and personal leisure activities. Our Consumer segment’s major manufacturing and distribution operations are located primarily in North America, along with a few locations in Europe and Latin America.
We historically experience stronger sales and operating results in our first, second and fourth fiscal quarters, which are the three-month periods ending August 31, November 30 and May 31, respectively, while we have experienced weaker performance in our third fiscal quarter.
We historically experience stronger sales and operating results in our first, second and fourth fiscal quarters, which are the three-month periods ending August 31, November 30 and May 31, respectively, while we have experienced seasonally lower performance in our third fiscal quarter.
Carboline Global, Inc. and some of our other subsidiaries own more than 500 trademark registrations or applications in the United States and numerous other countries covering the products sold by the Carboline Global Inc. and related companies, including two United States trademark registrations for the trademark “Carboline ® ”.
Carboline Global, Inc. and some of our other subsidiaries own nearly 500 trademark registrations or applications in the United States and numerous other countries covering the products sold by the Carboline Global Inc. and related companies, including two United States trademark registrations for the trademark “Carboline ® ”.
Our PCG segment generated $1.5 billion in net sales for the fiscal year ended May 31, 2024 and includes the following major product lines and brand names: • high-performance polymer flooring products and installation services for industrial, institutional and commercial facilities, as well as offshore and marine structures and cruise, ferry and navy ships marketed under our Stonhard, Hummervoll, Kemtile, Liquid Elements, API and Dudick brand names; • high-performance, heavy-duty corrosion-control coatings, containment linings, railcar linings, fireproofing and soundproofing products and heat and cryogenic insulation products for a wide variety of industrial infrastructure and oil and gas-related applications marketed under our Carboline, Specialty Polymer Coatings, Nullifire, Charflame, Firefilm, A/D Fire, Strathmore, Thermo-Lag, Plasite, Perlifoc, Dudick, Farbocustic and Southwest brand names; • specialty construction products and services for bridge expansion joints, bridge decks, highway markings, protective coatings, trenchless pipe rehabilitation equipment and asphalt and concrete repair products marketed under our Pitchmastic PMB, Nufins, Visul, Fibrecrete, Texacrete, Fibrejoint, Samiscreed, Prime Resins, Logiball and Epoplex brand names; • FRP structures used for industrial platforms, staircases, walkways and raised flooring systems utilizing adjustable polypropylene pedestals marketed under our Fibergrate, Chemgrate, Corgrate, Fibregrid, Safe-T-Span and Bison brand names; and • amine curing agents, reactive diluents, specialty epoxy resins and other intermediates under our Arnette Polymers brand name; • in certain international markets, in collaboration with companies from the Consumer, CPG and SPG reportable segments, respectively, decorative paints, specialty primers and cleaners, waterproofing, roof coatings and sealants, grouts, concrete repair and admixtures, resin floor and parking deck coatings, intumescent coatings and firestopping products, pleasure marine and deck coatings, marketed under Rust-Oleum, Tremco, Euclid, Flowcrete, Nullifire, Petite and Tuffcoat brand names.
Our PCG segment generated $1.5 billion in net sales for the fiscal year ended May 31, 2025 and includes the following major product lines and brand names: • high-performance polymer flooring products and installation services, or turnkey solutions, for industrial, institutional and commercial facilities, as well as offshore and marine structures and cruise, ferry and navy ships marketed under our Stonhard, Hummervoll, Kemtile, Liquid Elements, API and Dudick brand names; • high-performance, heavy-duty corrosion-control coatings, containment linings, railcar linings, fireproofing and soundproofing products and heat and cryogenic insulation products for a wide variety of industrial infrastructure and oil and gas-related applications marketed under our Carboline, Specialty Polymer Coatings, Nullifire, Charflame, Firefilm, A/D Fire, Strathmore, Thermo-Lag, Plasite, Perlifoc, Dudick, Farbocustic and Southwest brand names; • specialty construction products and services for bridge expansion joints, bridge decks, highway markings, protective coatings, trenchless pipe rehabilitation equipment and asphalt and concrete repair products marketed under our Pitchmastic PMB, Nufins, Visul, Fibrecrete, Texacrete, Fibrejoint, Samiscreed, Prime Resins, Logiball and Epoplex brand names; • FRP composite grating and structures used for industrial platforms, staircases and rooftop safety, and raised flooring systems for outdoor living spaces utilizing adjustable polypropylene pedestals marketed under our Fibergrate, Chemgrate, Corgrate, Fibregrid, Safe-T-Span, Bison, Jouplast and Ocape brand names; and • amine curing agents, reactive diluents, specialty epoxy resins and other intermediates under our Arnette Polymers brand name; • in certain international markets, in collaboration with companies from the Consumer, CPG and SPG reportable segments, respectively, decorative paints, specialty primers and cleaners, waterproofing, roof coatings and sealants, grouts, concrete repair and admixtures, resin floor and parking deck coatings, intumescent coatings and firestopping products, pleasure marine and deck coatings, marketed under Rust-Oleum, Tremco, Euclid, Flowcrete, Nullifire, Pettit and Tuffcoat brand names.
The key attributes that differentiate competitors for these applications include quality assurance, on-the-job consultation and value-added, highly engineered products.
The key attributes that differentiate competitors for these applications include quality assurance, on-the-job consultation and value-added, highly engineered and/or sustainable products.
Approximately 30% of our sales are generated in international markets through a combination of exports to and direct sales in foreign countries. For the fiscal year ended May 31, 2024, we recorded net sales of $7.3 billion. Available Information Our Internet website address is www.rpminc.com.
Approximately 30% of our sales are generated in international markets through a combination of exports to and direct sales in foreign countries. For the fiscal year ended May 31, 2025, we recorded net sales of $7.4 billion. Available Information Our Internet website address is www.rpminc.com.
The table below describes the breakdown of the percentage of consolidated net sales and description of the product lines/business for each of our four reportable segments: Name of Reportable Segment Percentage of Consolidated Net Sales Description of Product Lines/Businesses CPG Approximately 37% Construction sealants and adhesives, coatings and chemicals, roofing systems, concrete admixture and repair products, building envelope solutions, parking decks, insulated cladding, firestopping, flooring systems, and weatherproofing solutions PCG Approximately 20% High-performance flooring systems, corrosion control and fireproofing coatings, infrastructure repair systems, fiberglass reinforced plastic ("FRP") structures, and raised-flooring systems for outdoor environments Consumer Approximately 33% Rust-preventative, special purpose, and decorative paints, caulks, sealants, primers, contact cement, cleaners, flooring systems and sealers, woodcare coatings, abrasives and other branded consumer products SPG Approximately 10% Restoration services equipment, colorants, nail enamels, factory applied industrial coatings, preservation products and edible coatings and specialty glazes for pharmaceutical and food industries.
The table below describes the breakdown of the percentage of consolidated net sales and description of the product lines/business for each of our four reportable segments: Name of Reportable Segment Percentage of Consolidated Net Sales Description of Product Lines/Businesses CPG Approximately 38% Construction sealants and adhesives, coatings and chemicals products, roofing systems, concrete admixture and repair products, building envelope solutions, products for parking decks, insulated cladding, metal composite material ("MCM") and aluminum composite material ("ACM") wall panels, firestopping, flooring systems, and weatherproofing solutions PCG Approximately 20% High-performance flooring systems, corrosion control and fireproofing coatings, infrastructure repair systems, fiberglass reinforced plastic ("FRP") structures, and raised-flooring systems for outdoor environments Consumer Approximately 33% Rust-preventative, special purpose, and decorative paints, caulks, sealants, primers, contact cement, cleaners, flooring systems and sealers, woodcare coatings, abrasives and other branded consumer products SPG Approximately 9% Restoration services equipment, colorants, nail enamels, factory applied industrial coatings, preservation products and edible coatings and specialty glazes for pharmaceutical and food industries.
The Oversight Committee reviews and identifies sustainability and climate-related risks and the processes for developing and managing sustainability related goals. The Chair of the Building a Better World Oversight Committee reports to the Governance and Nominating Committee of the Board to seek insight with respect to important sustainability and climate-related issues.
The Building a Better World Oversight Committee reviews and identifies sustainability and climate-related risks and opportunities, and the processes for developing and managing sustainability related goals. The Chair of the Building a Better World Oversight Committee provides updates to the Governance and Nominating Committee of the Board to seek insight with respect to important sustainability and climate-related issues.
Building Wall, Cladding and Envelope Systems. CPG's collective products and systems are a single source for new construction, renovation and restoration. We take a fully tested systems approach in standing behind its whole building warranty, providing a single point of responsibility for customer peace of mind.
Building Wall, Cladding and Envelope Systems. CPG's collective products and systems are a single source for new construction, renovation and restoration. We use a fully tested systems approach in standing behind its whole building warranty, providing a single point of responsibility and peace of mind for our customers.
We and our competitors compete for market share by supplying a wide variety of high-quality products and by offering customized solutions. Roofing Systems Products In the roofing industry, re-roofing applications have historically accounted for over three-quarters of U.S. demand, with the remainder generated by new roofing applications.
We and our competitors compete for market share by supplying a wide variety of high-quality products and by offering customized solutions. Roofing Systems Products In the roofing industry, re-roofing applications have historically accounted for over three-quarters of U.S. demand, with the remainder generated by new roofing applications. Our primary roofing brand, Tremco, was founded in 1928.
During fiscal years 2024, 2023 and 2022, approximately $92.2 million, $86.6 million and $80.5 million, respectively, was charged to expense for research and development activities. In addition to this laboratory work, we view our field technical service as being integral to the success of our research activities.
During fiscal years 2025, 2024 and 2023, approximately $94.7 million, $92.2 million and $86.6 million, respectively, was charged to expense for research and development activities. In addition to this laboratory work, we view our field technical service as being integral to the success of our research activities.
As of May 31, 2024, our subsidiaries marketed products in approximately 159 countries and territories and operated manufacturing facilities in approximately 119 locations in Argentina, Australia, Belgium, Brazil, Canada, Chile, Colombia, France, Germany, India, Italy, Malaysia, Mexico, The Netherlands, New Zealand, Norway, Poland, South Africa, South Korea, Spain, the United Arab Emirates, the United Kingdom, and the United States.
As of May 31, 2025, our subsidiaries marketed products in approximately 163 countries and territories and operated manufacturing facilities in approximately 118 locations in Argentina, Australia, Belgium, Brazil, Canada, Chile, Colombia, France, Germany, India, Italy, Malaysia, Mexico, The Netherlands, New Zealand, Poland, South Africa, South Korea, Spain, the United Arab Emirates, the United Kingdom, and the United States.
There are also many other trademarks of Tremco CPG Inc. and some of our other subsidiaries that are the subject of registrations or applications in the United States and numerous other countries, bringing the total number of registrations and applications covering products sold under the Tremco brand and related brands to more than 1,000.
There are also many other trademarks of Tremco CPG Inc. and some of our other subsidiaries that are the subject of registrations or applications in the United States and numerous other countries, bringing the total number of registrations and applications covering products sold under the Tremco brand and related brands to nearly 950.
We also have foreign sales offices or warehouse facilities in China, Costa Rica, the Czech Republic, the Dominican Republic, Estonia, Finland, Guatemala, Hong Kong, Hungary, Indonesia, Ireland, Namibia, Pakistan, Panama, Peru, Philippines, Puerto Rico, Qatar, Singapore, Slovakia, Sweden, Switzerland, Thailand, Turkey and Vietnam.
We also have foreign sales offices or warehouse facilities in China, Costa Rica, the Czech Republic, the Dominican Republic, El Salvador, Estonia, Finland, Guatemala, Hong Kong, Hungary, Indonesia, Ireland, Kuwait, Namibia, Norway, Pakistan, Panama, Peru, Philippines, Puerto Rico, Qatar, Singapore, Slovakia, Sweden, Switzerland, Thailand, Türkiye, and Vietnam.
High value ensures low total cost of ownership due to ease of installation, landfill avoidance, roof longevity, elimination of facility and occupant disruption, and utilization of sustainable materials and systems. Whether a project is a restoration, re-cover or new construction, our goal is always to help create a facility that is safe, dry, comfortable, and energy efficient for its occupants.
The ease of installation, landfill avoidance, roof longevity, the elimination of facility and occupant disruption, and utilization of sustainable materials and systems ensures a low cost of ownership for our customers. Whether a project is a restoration, re-cover or new construction, our goal is always to help create a space that is safe, dry, and energy efficient for its occupants.
Foreign Operations For the fiscal year ended May 31, 2024, our foreign operations accounted for approximately 29.3% of our total net sales, excluding any direct exports from the United States. Our direct exports from the United States were approximately 0.8% of our total net sales for the fiscal year ended May 31, 2024.
Foreign Operations For the fiscal year ended May 31, 2025, our foreign operations accounted for approximately 28.9% of our total net sales, excluding any direct exports from the United States. Our direct exports from the United States were approximately 0.8% of our total net sales for the fiscal year ended May 31, 2025.
Interruptions in the supply of raw materials could have a significant impact on our ability to produce products. Throughout fiscal 2024, we experienced modest deflation in many of our raw materials. While costs of raw materials have generally stabilized, we expect that inflation of some materials will potentially create headwinds impacting our results in fiscal 2025.
Interruptions in the supply of raw materials could have a significant impact on our ability to produce products. Throughout fiscal 2025, we experienced modest inflation in some of our raw materials. We expect that inflation of some materials, inclusive of tariff-related impacts, will create headwinds impacting our results in fiscal 2026.
Oversight Committee members report to the Governance and Nominating Committee of the Board of Directors. The Oversight Committee includes, among others, Vice President – Corporate Benefits & Risk Management; Vice President – Environmental, Health and Safety; and Vice President – Operations. The Building a Better World Oversight Committee is chaired by the Vice President – Investor Relations and Sustainability.
The Oversight Committee includes, among others, Vice President – Corporate Benefits & Risk Management; Vice President – Environmental, Health and Safety; Vice President – Operations; and representatives from each business segment. The Building a Better World Oversight Committee is chaired by the Vice President – Investor Relations & Sustainability.
The GOLD Team has developed several training programs 9 to support development which include Leadership Accelerator, Leaders of the Future, RPM University, Strategic Leader Staff Rides, and partnering with the Center for Creative Leadership.
The GOLD Team has developed several training programs to support development which include Leadership Accelerator, Leaders of the Future, RPM University, Strategic Leader Staff Rides, and partnering with the Center for Creative Leadership. 9 Benefits Our leadership has long understood that to attract and retain top talent, and to share the benefits of a successful business, we must maintain a premium benefits program for our associates.
We support this commitment and provide associate resources through Respect at RPM, a program that reinforces our core values of operating with transparency, trust and respect. The program emphasizes the importance of diversity and inclusion at RPM and across all our operations; and supports associate growth and development.
Respect at RPM At RPM, we are committed to fostering, cultivating and preserving a culture of diversity and inclusion. We support this commitment and provide associate resources through Respect at RPM, a program that reinforces our core values of operating with transparency, trust and respect.
Additionally, changes in international trade duties and other aspects of international trade policy, both in the United States and abroad, could materially impact the cost and availability of raw materials.
Where possible, actions such as alternative sources of materials will be implemented to minimize the impact of the tariffs. Changes in international trade duties and other aspects of international trade policy, both in the United States and abroad, could materially impact the cost and availability of raw materials.
Similar ancillary benefits are offered to our Canadian associates, and associates of our other foreign subsidiaries receive benefits coverage, to the extent deemed appropriate, through plans that meet local requirements. Diversity & Inclusion At RPM, we are committed to fostering, cultivating and preserving a culture of diversity and inclusion.
Mental health support is key to associates, who may get support through the EAP as well as through telehealth and our health plans. Similar ancillary benefits are offered to our Canadian associates, and associates of our other foreign subsidiaries receive benefits coverage, to the extent deemed appropriate, through plans that meet local requirements.
We create and drive the market through our innovative solutions that provide exceptional value for the customer. Our roofing systems and services provide high performance and value. High performance ensures a long service life and ease of maintenance.
Our roofing products are used in three standard scenarios: (a) restoration (b) re-cover and (c) new construction. We create and drive market demand for these products by providing innovative solutions that deliver exceptional value for the customer. The high performance of our products and services enables a long service life and ease of maintenance.
In addition, we conduct EH&S compliance audits annually that are prioritized based on high-risk processes, facilities with recent expansion or process changes and to cover any new acquisitions. Associates As of May 31, 2024, we employed 17,207 persons. Approximately 347 U.S. employees were represented by unions under contracts which expire at varying times in the future.
Associates As of May 31, 2025, we employed 17,778 persons. Approximately 324 U.S. employees were represented by unions under contracts which expire at varying times in the future. We believe that all relations with associates and their unions are good. 10
We also offer an Employee Assistance Program (“EAP”) which focuses on behavioral health and provides resources for financial and legal matters. Mental health support is key to associates, who may get support through the EAP as well as through telehealth and our health plans.
For U.S. associates, we offer an attractive benefits package, including defined benefit pension plans, medical, telehealth, tuition reimbursement and an employer-matched 401(k). We also offer an Employee Assistance Program (“EAP”) which focuses on behavioral health and provides resources for financial and legal matters.
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Our primary roofing brand, Tremco, was founded in 1928 on the principle of “keeping good roofs good,” and then, by extension, ensuring “roofing peace of mind” for our customers. We define the market in three segments: (a) restoration (b) re-cover and (c) new construction.
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PCG Segment Our PCG segment products and services are sold throughout North America, as well as internationally, and are sold directly to contractors, distributors and end-users, such as industrial manufacturing facilities, public institutions and other commercial customers.
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Benefits Our leadership has long understood that to attract and retain top talent, and to share the benefits of a successful business, we must maintain a premium benefits program for our associates. For U.S. associates, we offer an attractive benefits package, including defined benefit pension plans, medical, telehealth, tuition reimbursement and an employer-matched 401(k).
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The program emphasizes the importance of these core values across our operations; and supports associate growth and development. We recruit, select, hire and develop individuals based on their qualifications and skills.
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We have built our workforce with a commitment to create a diverse and inclusive culture. We recruit, select, hire and develop individuals based on their qualifications and skills.
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In addition, we contract with trusted, third-party vendors to conduct EH&S compliance audits annually that are prioritized based on high-risk processes, facilities with recent expansion or process changes and to cover any new acquisitions. These audits cover the following critical focus areas: health & safety, environmental compliance, property risk, product stewardship and chemical compliance.
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We believe that all relations with associates and their unions are good. 10

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur operations and financial condition have been and could continue to be adversely affected by global or regional economic conditions and trends if markets decline in the future in ways we may not be able to predict or control, whether related to a public health crisis similar to the Covid pandemic, civil unrest similar to the Russian invasion of Ukraine, higher inflation or interest rates, economic recession, natural disasters, impacts of and issues related to climate change, business disruptions, our ability to adequately staff operations or otherwise.
Biggest changeOur operations and financial condition could be adversely affected by many factors including but not limited to a market decline, a public health crisis similar to the Covid pandemic, civil unrest similar to the Russian invasion of Ukraine, higher inflation or interest rates, economic recession, natural disasters, impacts of and issues related to climate change, changes to laws or regulations (including import and export requirements such as new or increased tariffs, sanctions, quotas or trade barriers), cybersecurity incidents, terrorist activity, business disruptions, our ability to adequately staff operations or otherwise.
If we fail to achieve, are perceived to have failed, or are delayed in achieving these goals and commitments, it could negatively affect investor confidence in us, as well as expose us to government enforcement actions and private litigation. 16 LEGAL AND REGULATORY RISKS The industries in which we operate expose us to inherent risks of legal and warranty claims and other litigation-related costs, which could adversely impact our business.
If we fail to achieve, are perceived to have failed, or are delayed in achieving these goals and commitments, it could negatively affect investor confidence in us, as well as expose us to government enforcement actions and private litigation. 16 LEGAL AND REGULATORY RISKS The industries in which we operate expose us to inherent risks of legal and warranty claims and other litigation-related risks and costs, which could adversely impact our business.
In addition, acquisitions and their subsequent integration involve many risks, including, but not limited to: • inaccurate assessments of disclosed liabilities and the potentially adverse effects of undisclosed liabilities; • unforeseen difficulties in assimilating acquired companies, their products, and their culture into our existing business; • unforeseen delays in realizing the benefits from acquired companies or product lines, including projected efficiencies, cost savings, revenue synergies and profit margins; • unforeseen diversion of our management’s time and attention from other business matters; • unforeseen difficulties resulting from insufficient prior experience in any new markets we may enter; • unforeseen difficulties in retaining key associates and customers of acquired businesses; • increased risk to our cybersecurity landscape; and • increases in our indebtedness and contingent liabilities, which could in turn restrict our ability to raise additional capital when needed or to pursue other important elements of our business strategy.
In addition, acquisitions and their subsequent integration involve many risks, including, but not limited to: • inaccurate assessments of disclosed liabilities and the potentially adverse effects of undisclosed liabilities; • unforeseen difficulties in assimilating acquired companies, their products, and their culture into our existing business; • unforeseen delays in realizing the benefits from acquired companies or product lines, including projected efficiencies, cost savings, revenue synergies and profit margins; • unforeseen diversion of our management’s time and attention from other business matters; • unforeseen difficulties resulting from insufficient prior experience in any new markets we may enter; • unforeseen difficulties in retaining key associates and customers of acquired businesses; • increased regulatory and compliance risks; • increased risk to our cybersecurity landscape; and • increases in our indebtedness and contingent liabilities, which could in turn restrict our ability to raise additional capital when needed or to pursue other important elements of our business strategy.
We cannot guarantee that our business will always be able to make timely or sufficient payments of our debt. Should we fail to comply with covenants in our debt instruments, such failure could result in an event of default which, if not cured or waived, would have a material adverse effect on us.
We cannot guarantee that we will always be able to make timely or sufficient payments of our debt. Should we fail to comply with covenants in our debt instruments, such failure could result in an event of default which, if not cured or waived, would have a material adverse effect on us.
Despite our efforts to protect our intellectual property and other proprietary information and rights from unauthorized use or disclosure, other parties may attempt to obtain, disclose or use them without our authorization; such unauthorized action, use or disclosure could negatively impact our business and financial condition. Similarly, the value of our brands may be impacted by reputational damage.
Despite our efforts to protect our intellectual property and other proprietary information and rights from unauthorized use or disclosure, other parties may attempt to obtain, disclose or use them without our authorization; such theft, unauthorized action, use or disclosure could negatively impact our business and financial condition. Similarly, the value of our brands may be impacted by reputational damage.
Methodologies for reporting this data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of data, changing assumptions, changes in the nature and scope of our operations and other changes in circumstances, which could result in significant revisions to our current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.
Methodologies for reporting this data may be updated and previously reported data may be adjusted to reflect improvement in availability and quality of data, changing assumptions, changes in the nature and scope of our operations and other changes in circumstances, which could result in significant revisions to our baseline data, current goals, reported progress in achieving such goals, or ability to achieve such goals in the future.
Even after any future public health crisis subsides, there may be long-term effects on our business practices and customers in economies in which we operate that could severely disrupt our operations and could have a material adverse effect on our business, results of operations, cash flows and financial condition.
Even after any future public health crisis subsides, there may be long-term effects on our business practices and customers in economies in which we operate that could severely disrupt our operations and could have a material adverse effect on our businesses, results of operations, cash flows and financial condition.
Our business and financial condition could be adversely affected if we are unable to protect our material intellectual property and other proprietary information or there is a loss in the actual or perceived value of our brands.
Our business and financial condition could be adversely affected if we are unable to protect our intellectual property and other proprietary information or there is a loss in the actual or perceived value of our brands.
Management’s Discussion and Analysis of Financial Condition and Results of Operation” as well as Note A(11), "Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets," and Note C, "Goodwill and Other Intangible Assets," to our Consolidated Financial Statements as presented below.
Management’s Discussion and Analysis of Financial Condition and Results of Operation” as well as Note A(11), 12 "Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets," and Note C, "Goodwill and Other Intangible Assets," to our Consolidated Financial Statements as presented below.
Any sustained weakness in general economic conditions and/or U.S. or global capital markets could adversely affect our ability to raise capital on favorable terms or at all.
Any sustained weakness in general economic conditions, or U.S. or global capital markets could adversely affect our ability to raise capital on favorable terms or at all.
Our access to funds under our credit facility is dependent on the ability of the financial institutions that are parties to that facility to meet their funding commitments.
Our access to funds under our credit facilities is dependent on the ability of the financial institutions that are parties to that facility to meet their funding commitments.
We are currently undertaking remedial activities at a number of our properties and could be subject to future liability as yet unknown, but that could be material. We have not always been and may not always be in full compliance with all environmental, health and safety laws and regulations in every jurisdiction in which we conduct our business.
We are currently undertaking remedial activities at a number of our properties and could be subject to future liability as yet unknown, but that could be material. We may not always be in full compliance with all environmental, health and safety laws and regulations in every jurisdiction in which we conduct our business.
The occurrence of a significant event, the risks of which are not fully covered by insurance, could have a material adverse effect on our financial condition and results of operations. Moreover, no assurance can be given that we will be able to maintain adequate insurance in the future.
The occurrence of a significant event, the risks of which are not fully covered by insurance, could have an adverse effect on our financial condition and results of operations. Moreover, no assurance can be given that we will be able to maintain adequate insurance in the future.
While we follow a disciplined, ongoing succession planning process and have succession plans in place for senior management and other key associates, these do not guarantee that the services of qualified senior executives will continue to be available to us at particular moments in time.
While we maintain a disciplined, ongoing succession planning process and have succession plans in place for senior management and other key associates, these do not guarantee that the services of qualified senior executives will continue to be available to us at particular moments in time.
Additionally, we, ourselves and through our third parties, digitally collect and process different types of information including personal, confidential, proprietary, and sensitive data about our business, which may include information about our customers, associates, suppliers, distributors and others. Some of this data is stored, accessible or transferred internationally.
Additionally, we, ourselves and through our third parties, digitally collect and process different types of information including personal, confidential, proprietary, and sensitive data, which may include information about our employees, customers, associates, suppliers, distributors and others. Some of this data is stored, accessible or transferred internationally.
We could be adversely affected by failure to comply with federal, state and local government procurement regulations and requirements. Some of our companies have contracts with and supply product to federal, state and local governmental entities and their contractors, and are required to comply with specific procurement regulations and other requirements relating to those contracts and sales.
We could be adversely affected by failure to comply with federal, state and local government procurement regulations and requirements. Some of our companies have contracts with and supply product to federal, state and local governmental entities and their contractors, and are required to comply with specific cybersecurity frameworks, procurement regulations and other requirements relating to those contracts and sales.
We plan to continue to grow our international operations and the growth and maintenance of such operations could be adversely affected by a public health crisis, civil unrest, invasions and conflicts like the Russian invasion of Ukraine, war, changes in social, political and economic conditions, inflation rates, trade protection measures, restrictions on foreign investments and repatriation of earnings, changing intellectual property rights, difficulties in staffing and managing foreign operations, changes in regulatory requirements, and other events that restrict the sales of our products or increase our costs.
We plan to continue to grow our international operations and the growth and maintenance of such operations could be adversely affected by a public health crisis, civil unrest, invasions and conflicts, war, changes in social, political and economic conditions, inflation rates, trade protection measures, restrictions on foreign investments and repatriation of earnings, changing intellectual property rights, difficulties in staffing and managing foreign operations, changes in regulatory requirements, and other events that restrict the sales of our products or increase our costs.
On a consolidated basis, sales to these customers across all of our reportable segments accounted for approximately 24%, 25% and 22% of our consolidated net sales for the fiscal years ended May 31, 2024, 2023 and 2022, respectively.
On a consolidated basis, sales to these customers across all of our reportable segments accounted for approximately 22%, 24% and 25% of our consolidated net sales for the fiscal years ended May 31, 2025, 2024 and 2023, respectively.
If we were to lose one or more of our key customers, experience a delay or cancellation of a significant order, incur a significant decrease in the level of purchases, or experience difficulty in collecting amounts due from any of our key customers, our net revenues could decline materially and our operating results could be reduced materially. 14 If our efforts in acquiring and integrating other companies or product lines fail or we encounter difficulties associated with divestitures our business may not grow or realize anticipated benefits from these acquisitions or divestitures.
If we were to lose one or more of our key customers, experience a delay or cancellation of a significant order, incur a significant decrease in the level of purchases, or experience difficulty in collecting amounts due from any of our key customers, our net revenues could decline materially and our operating results could be reduced materially. 14 If our efforts to acquire and integrate other companies or product lines fail or we encounter difficulties associated with divestitures our business may not grow or realize anticipated benefits from these acquisitions or divestitures.
The interpretation and application of cybersecurity, artificial intelligence, biometric, and privacy laws, rules and regulations around the world applicable to our business (collectively, the “Data Protection Laws”) are uncertain and evolving. It is possible that the Data Protection Laws may be interpreted and applied in a manner that is inconsistent with our data practices.
The interpretation and application of cybersecurity, artificial intelligence, biometric, individual privacy, and other data related rules and regulations around the world applicable to our business (collectively, the “Data Protection Laws”) are uncertain and evolving. It is possible that the Data Protection Laws may be interpreted and applied in a manner that is inconsistent with our data practices.
The occurrence of any of these, our failure to succeed in our MAP 2025 operating improvement plan, or other related events associated with our operating improvement initiatives could adversely affect our operating results and financial condition. 13 Fluctuations in the supply and cost of raw materials may negatively impact our financial results.
The occurrence of any of these, our failure to succeed in our MAP 2025 operating improvement plan, or other related events associated with our operating improvement initiatives could adversely affect our operating results and financial condition. Fluctuations in the supply and cost of raw materials, energy or other resources may negatively impact our financial results.
Although we maintain insurance of various types to cover many of the risks and hazards that apply to our operations, our insurance may not cover every potential risk associated with our operations.
Although we maintain insurance of various types to cover many of the risks and hazards that apply to our operations, our insurance does not cover every potential risk associated with our operations.
Therefore, you should carefully consider these risk factors, as well as the other information contained in this Annual Report on Form 10-K, in evaluating us, our business and your investment in us as they could cause our actual results or financial condition to differ materially from those projected in our forward-looking statements.
Therefore, you should carefully consider these risk factors, as well as the other information contained in this Annual Report on Form 10-K and other documents we file from time to time, in evaluating us, our business and your investment in us as they could cause our actual results or financial condition to differ materially from those projected in our forward-looking statements.
Interruptions in the supply of raw materials or sources of energy have in the past and could in the future have a significant impact on our ability or cost to produce products.
Interruptions in the supply of raw materials or sources of energy could in the future have a significant impact on our ability or cost to produce products.
Because our Consolidated Financial Statements are presented in U.S. dollars, increases or decreases in the value of the U.S. dollar relative to other currencies in which we transact business have in the past and could in the future have a materially adverse effect on our net revenues and earnings, and the carrying values of our assets located outside the United States.
Because our Consolidated Financial Statements are presented in U.S. dollars, increases or decreases in the value of the U.S. dollar relative to other currencies in which we transact business could in the future have an adverse effect on our net revenues and earnings, and the carrying values of our assets located outside the United States.
In the event any third-party claim, legal violation or business practice requires us to sever the third-party relationship, we could also experience an impact on our services, operations or our ability to obtain raw materials for our products.
In the event any third-party claim, legal violation or business practice requires us to sever the third-party relationship, we could also experience an impact on our services, operations, or our ability to obtain products or services.
We are defending claims and class action lawsuits, and could be subject to future claims and lawsuits, in which significant financial damages are alleged. These matters could consume material financial resources to defend and be a distraction to management. Some, but not all, of such matters are insured.
We are defending claims and class action lawsuits, and could be subject to future claims and lawsuits, in which significant financial damages are alleged and may be owed. These matters sometimes consume material financial resources to defend and can be a distraction to management. Some, but not all, of such matters are insured.
In the course of our business, we are subject to a variety of inquiries and investigations by regulators, as well as claims and lawsuits by private parties, including those related to product liability, product claims regarding asbestos or other chemicals or materials that are or were in our products, whether intentionally added or resulting from contamination, warranties, the environment, employment matters, contracts, intellectual property and commercial matters, which due to their uncertain nature may result in losses, some of which may be material.
In the course of our business, we are subject to a variety of inquiries, investigations and claims by regulators, as well as claims and lawsuits, including class actions, by private parties, including those related to foodborne illnesses, product liability, Caremark or other fiduciary and product claims regarding distribution and recalls, asbestos or other chemicals or materials that are or were in our products, whether intentionally added or resulting from contamination, warranties, the environment, employment matters, contracts, intellectual property and commercial matters, which due to their uncertain nature may result in losses, some of which may be material.
Our significant amount of indebtedness could have a material adverse impact on our business. Our total debt was approximately $2.1 billion and $2.7 billion at May 31, 2024 and 2023, respectively, which compares with $2.5 billion and $2.1 billion in stockholders’ equity at May 31, 2024 and 2023, respectively. Our level of indebtedness could adversely impact out business.
Our significant amount of indebtedness could have a material adverse impact on our business. Our total debt was approximately $2.6 billion and $2.1 billion at May 31, 2025 and 2024, respectively, which compares with $2.9 billion and $2.5 billion in stockholders’ equity at May 31, 2025 and 2024, respectively. Our level of indebtedness could adversely impact out business.
These estimates and assumptions involve the use of judgment, and therefore, actual financial results may differ. The results of our annual and, as-required, interim testing of goodwill and other long-lived assets have required, and in the future may result in additional substantial impairment charges. As of May 31, 2024, we had approximately $1.8 billion in goodwill and other intangible assets.
These estimates and assumptions involve the use of judgment, and therefore, actual financial results may differ. The results of our annual and, as-required, interim testing of goodwill and other long-lived assets have required, and in the future may result in additional substantial impairment charges. As of May 31, 2025, we had approximately $2.4 billion in goodwill and other intangible assets.
ECONOMIC AND STRATEGIC RISKS Our operations and financial condition have been and could continue to be adversely affected by global and regional economic conditions in ways we may not be able to predict or control.
ECONOMIC AND STRATEGIC RISKS Our operations and financial condition could be adversely affected by global and regional economic conditions and trends in ways we may not be able to predict or control.
The cost and availability of raw materials, including packaging, has in the past and could in the future materially impact our financial results. We obtain raw materials from many suppliers. Many of our raw materials are petroleum-based derivatives, minerals and metals.
The cost and availability of raw materials, including packaging could materially impact our financial results. We obtain raw materials from many suppliers. Many of our raw materials are petroleum-based derivatives, minerals and metals.
Sales to The Home Depot, Inc. represented less than 10% of our consolidated net sales for fiscal 2024, 2023, and 2022, and 23%, 23% and 25% of our Consumer segment net sales for fiscal 2024, 2023 and 2022, respectively.
Sales to The Home Depot, Inc. represented less than 10% of our consolidated net sales for fiscal 2025, 2024, and 2023, and 24%, 23% and 23% of our Consumer segment net sales for fiscal 2025, 2024 and 2023, respectively.
For example, our key customers in the Consumer reportable segment include Ace Hardware, Amazon, Do It Best, The Home Depot, Inc., Lowe’s, Menards, Orgill, True Value, W.W. Grainger, and Wal-Mart. Within our Consumer segment, sales to these customers accounted for approximately 67%, 67% and 64% of net sales for the fiscal years ended May 31, 2024, 2023 and 2022, respectively.
For example, our key customers in the Consumer reportable segment include Ace Hardware, Amazon, Do It Best, Hardlines Distribution, The Home Depot, Inc., Lowe’s, Menards, Orgill, W.W. Grainger, and Wal-Mart. Within our Consumer segment, sales to these customers accounted for approximately 65%, 67% and 67% of net sales for the fiscal years ended May 31, 2025, 2024 and 2023, respectively.
Cyber-attacks or breaches due to security vulnerabilities, associate error, supplier or third-party error, malfeasance or other disruptions may still occur. We have been and may in the future be subject to attempts to gain unauthorized access to our data, information technology systems and/or applications.
Cyber-attacks or breaches due to security vulnerabilities, associate error, supplier or third-party error, malfeasance or other disruptions may occur. We may be subject to attempts to gain unauthorized access to our data, information technology systems and/or applications.
In the event one of our third parties experiences a data breach, is found to have violated applicable laws or regulations, or the business practices of the third party come under scrutiny, we could be subject to legal claims, fines and reputational damage related to the third-party relationship.
In the event one of our third parties experiences a data breach, is found to have violated applicable laws or regulations, loses favor in the market, or the business practices of the third party come under scrutiny or are found to not align to our values or expectations, we could be subject to legal claims, fines and reputational damage related to the third-party relationship.
Item 1A. Ri sk Factors. As a global company of paint, coatings, roofing, construction and related products, we operate in a business environment that includes risks. Each of the risks described in this section could adversely affect the results of our operations, our financial position and/or our liquidity.
Item 1A. Ri sk Factors. As a global supplier of paint, coatings, roofing, construction and related products and services, we operate in a business environment that includes risks. Each of the risks described in this section may adversely affect some or all of our businesses, the results of our operations, our financial position, or our liquidity.
Our foreign manufacturing operations accounted for approximately 29.3% of our net sales for the fiscal year ended May 31, 2024, not including exports directly from the United States which accounted for approximately 0.8% of our net sales for fiscal 2024.
Our foreign manufacturing operations accounted for approximately 28.9% of our net sales for the fiscal year ended May 31, 2025, not including exports directly from the United States which accounted for approximately 0.8% of our net sales for fiscal 2025.
Severe weather conditions and natural disasters, including those related to the impacts of climate change, may reduce the demand for some of our products, impair our ability to meet our demand for such products or cause supply chain disruptions which could have a negative effect on our operations and sales.
Catastrophic events, severe weather conditions and natural disasters may reduce the demand for some of our products, impair our ability to meet our demand for such products or cause supply chain disruptions which could have a negative effect on our operations and sales.
Our operations are subject to the effect of global tax law changes, some of which have been, and may be in the future, retroactive in application. Our operations are subject to various federal, state, local and foreign tax laws and regulations which govern, among other things, taxes on worldwide income.
We are subject to the effect of tax law changes in all the jurisdictions in which we operate, some of which may be retroactive in application. Our operations are subject to various federal, state, local and foreign tax laws and regulations which govern, among other things, taxes on worldwide income.
Commercial building utilization and the continued shift in consumer spending to online shopping and remote work may negatively impact residential and commercial construction. Additionally, escalation in interest rates, in conjunction with banking failures, may lead to financial institutions being more prudent with capital deployment and tightening lending, especially in relation to construction and real estate development.
Furthermore, commercial building utilization and the continued shift in consumer spending to online shopping and remote work may negatively impact residential and commercial construction and repair and maintenance markets. Additionally, escalation in or persistent high interest rates may lead to financial institutions being more prudent with capital deployment and tightening lending, especially in relation to construction and real estate development.
Our ability to effectively manage our foreign operations may pose significant risks that could adversely affect our results of operations, cash flow, liquidity or financial condition. Cybersecurity, data privacy and artificial intelligence considerations could impact our business.
Our ability to effectively manage our foreign operations may pose significant risks that could adversely affect our results of operations, cash flow, liquidity or financial condition. Cybersecurity threats, data privacy compliance, and use of artificial intelligence could have a negative impact on our business.
Complying with these various laws is difficult and could cause us to incur substantial costs or require us to change our business practices in a manner adverse to our business.
Complying with these various Data Protection Laws is difficult and failure to comply could cause us to incur substantial costs, suffer reputational damage, or require us to change our business practices in a manner adverse to our business.
We face an inherent risk of legal claims if the exposure to, or the failure, use, or misuse of our products results, or is alleged to result, in bodily injury and/or property damage.
We face an inherent risk of legal claims if the exposure to, or the failure, use, or misuse of our products results, or is alleged to result, in bodily injury and/or property damage or if we fail to implement appropriate oversight or monitor and assess business risks.
We have been and could in the future be liable for consequences arising out of human exposure to hazardous substances or chemicals of concern relating to our products or operations.
We could be liable for consequences arising out of human exposure to hazardous substances or chemicals of concern relating to our products or operations.
Terrorist activities, acts of violence or war and other disruptions have contributed to economic instability in the United States and elsewhere, and acts of terrorism, cyber-terrorism, violence or war could negatively affect the industries in which we compete, our ability to purchase raw materials, adequately staff our operations, manufacture products or sell or distribute products, which could have a material adverse impact on our financial condition and results of operations.
Any future acts of terrorism including cyber-terrorism, violence or war could negatively affect the industries in which we compete, our ability to purchase raw materials, adequately staff our operations, manufacture products or sell or distribute products, which could have a material adverse impact on our financial condition and results of operations.
The impairment assessment evaluation requires the use of significant judgment regarding estimates and assumptions surrounding future results of operations and cash flows. 12 For discussion of the approach for, and results of, our interim and annual impairment testing for goodwill and indefinite lived intangible assets for all periods presented, please refer to the headings entitled “Goodwill” and “Other Long-Lived Assets” within the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Critical Accounting Policies and Estimates” sections located in “Item 7.
For discussion of the approach for, and results of, our interim and annual impairment testing for goodwill and indefinite lived intangible assets for all periods presented, please refer to the headings entitled “Goodwill” and “Other Long-Lived Assets” within the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Critical Accounting Policies and Estimates” sections located in “Item 7.
These laws and regulations include the Clean Air Act, the Clean Water Act, RCRA, CERCLA, TSCA, DSL, REACH and many other federal, state, provincial, local and international statutes.
These laws and regulations include the U.S. Clean Air Act, the Clean Water Act, RCRA, CERCLA, TSCA, Canada’s Chemical Management Program and DSL, EU and UK, REACH and many other federal, state, provincial, local and international statutes.
If we do not allocate and effectively manage the resources necessary to build, sustain, and protect an appropriate information technology infrastructure, we do not effectively implement system upgrades in a timely manner, or our due diligence regarding third-party providers fails our businesses, our business or financial results could be negatively impacted.
Disruptions or compromises to information technology, failures to allocate and effectively manage the resources necessary to build, sustain, and protect an appropriate information technology infrastructure, failures to effectively implement system upgrades or patches in a timely manner, or failures in our due diligence regarding third-party providers, could result in our business or financial results being negatively impacted.
Events such as destructive wildfires, tornados, extreme storms or temperatures and increased flooding or other natural disasters could and have in the past caused damage to our facilities, leading to production or distribution challenges which have in the past and could in the future have a negative effect on our sales.
Events such as destructive wildfires, tornados, extreme storms or temperatures and increased flooding or other natural disasters could cause damage to our facilities, and leading to production, supply or distribution challenges resulting in a negative effect on our sales or results of operations.
Any potential tax law changes may, for example, increase applicable tax rates, have retroactive application, or impose stricter compliance requirements in the jurisdictions in which we operate, which could reduce our consolidated net earnings.
Any potential tax law changes may, for example, increase applicable tax rates, impose tariffs or create reciprocal tariffs, increase our costs, adversely affect our results of operations, cash flow or financial condition, have retroactive application, or impose stricter compliance requirements in the jurisdictions in which we operate, which could reduce our consolidated net earnings.
Cost and adequate supply of raw materials is managed by establishing contracts, procuring from multiple sources, and identifying alternative materials or technology; however, the unavailability of raw materials or increased prices of raw materials that we are unable to pass along to our customers could have a material adverse effect on our business, financial condition, results of operations or cashflows.
Cost and adequate supply of raw materials is managed by establishing contracts, procuring from multiple sources, and identifying alternative materials or technology; however, sole source suppliers, the unavailability of raw materials or increased prices of raw materials that we are unable to pass along to our customers could have a material adverse effect on our business, financial condition, results of operations or cashflows. 13 Additionally, changes in international trade duties, tariffs, sanctions and other aspects of international trade policy, both in the United States and abroad, could materially impact the cost of raw materials.
Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others.
Our selection of voluntary disclosure frameworks and standards, and the interpretation or application of those frameworks and standards, may change from time to time or differ from those of others. Laws and regulations in different jurisdictions may conflict or have different reporting requirements.
It is possible that the information technology tools we use may negatively affect our reputation, disrupt our operations, or have a material impact on our financial results. 15 Further, although we have implemented internal controls and procedures designed to manage compliance with the Data Protection Laws and protect our data, there can be no assurance that our controls will prevent a breach or that our procedures will enable us to be fully compliant with all Data Protection Laws.
Further, although we have 15 implemented internal controls and procedures designed to manage compliance with the Data Protection Laws and protect our data, there can be no assurance that our controls will prevent a breach or that our procedures will enable us to be fully compliant with all Data Protection Laws.
In addition, customer difficulties in the future could result from economic declines, decreased purchasing power, public health crisis similar to the Covid pandemic, the cyclical nature of their respective businesses, such as in the oil and gas industry, or otherwise and, in turn, result in decreases in product demand, increases in bad debt write-offs, decreases in timely collection of accounts receivable and adjustments to our allowance for credit losses, resulting in material reductions to our revenues and net earnings.
In addition, economic distress decreased purchasing power, public crises, business cyclicality, such as in the oil and gas industry, or other factors could cause difficulties for our customers and, in turn, result in decreases in product demand, increases in bad debt write-offs, decreases in timely collection of accounts receivable and adjustments to our allowance for credit losses, resulting in material reductions to our revenues and net earnings.
We vet and monitor our customers, suppliers, services providers and other parties that we engage in an effort to ensure that the business practices of those third parties are in compliance with applicable laws and regulations and industry best practices, including applying appropriate technical security measures, safeguarding data privacy and human rights and preventing illegal trade and corruption.
We vet and monitor customers, suppliers, service providers, including social media influencers, product applicators, sales agents and distributors and other parties that we engage in an effort to ensure that their business practices are in compliance with applicable laws and regulations, and our values and expectations, including that they are complying with applicable laws, applying appropriate technical security measures, safeguarding data security and privacy and human rights, and preventing illegal trade and corruption.
The evaluation of our long-lived assets for impairment includes determining whether indicators of impairment exist, this is a subjective process that considers both internal and external factors.
The evaluation of our long-lived assets for impairment includes determining whether indicators of impairment exist, this is a subjective process that considers both internal and external factors. The impairment assessment evaluation requires the use of significant judgment regarding estimates and assumptions surrounding future results of operations and cash flows.
Additionally, while the following factors are considered to be the more significant risk factors, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted risk factors may present significant additional obstacles which may adversely affect our businesses and our results.
Additionally, while the following factors are considered to be the more significant risk factors for our company, no such list should be considered to be a complete listing of all potential risks and uncertainties.
From time to time, severe weather conditions, including natural disasters, and those related to the impacts of climate change, have had a negative effect on our operations and sales.
From time to time, severe weather conditions and natural disasters could have, a negative effect on our operations and sales.
The markets in which we operate are fragmented, and we do not face competition from any one company across all our product lines.
The markets in which we operate are highly competitive and some of our competitors are much larger than we are and may have greater financial resources than we do. The markets in which we operate are fragmented, and we do not face competition from any one company across all our product lines.
However, any significant increase in competition, resulting from the consolidation of competitors or otherwise, may cause us to lose market share or compel us to reduce prices to remain competitive, which could result in reduced gross profit margins. Increased competition may also impair our ability to grow or to maintain our current levels of revenues and earnings.
However, any significant increase in competition resulting from the consolidation of competitors or other competitive dynamics like new product introductions, may cause us to lose market share or compel us to reduce prices to remain competitive, which could result in reduced gross profit margins.
Some companies that compete in our markets include Akzo Nobel, Axalta Coating Systems Ltd., Carlisle Companies Inc., H.B. Fuller, Masco Corporation, PPG Industries, Inc., The Sherwin-Williams Company and Sika AG. Several of these companies are much larger than we are and may have greater financial resources than we do.
Increased competition may also impair our ability to grow or to maintain our current levels of revenues and earnings. Some companies that compete in our markets include Akzo Nobel, Axalta Coating Systems Ltd., Carlisle Companies Inc., H.B. Fuller, Masco Corporation, PPG Industries, Inc., The Sherwin-Williams Company and Sika AG.
Increased competition with these or other companies could prevent the institution of price increases or could require price reductions or increased spending to maintain our market share, any of which could adversely affect our results of operations. Our success depends upon our ability to identify, attract, retain and develop key associates and the succession of senior management.
Several of these companies are much larger than we are and may have greater financial resources than we do. Increased competition with these or other companies could prevent the institution of price increases or could require price reductions or increased spending to maintain our market share, any of which could adversely affect our results of operations.
Unusually cold or rainy weather, especially during the general construction and exterior painting season, may also have an adverse effect on sales. Furthermore, the impacts of these risks to our suppliers may have a detrimental effect on the sales, manufacturing, and distribution of our products, including supply chain disruptions, raw material shortages and increased costs.
Furthermore, the impacts of these risks to our suppliers may have a detrimental effect on our earnings, cash flow, or the sales, manufacturing, and distribution of our products, including supply chain disruptions, raw material shortages and increased costs. Significant foreign currency exchange rate fluctuations may harm our financial results.
We have taken actions and may continue to take additional actions during future periods, in furtherance of these or other operating improvement initiatives. We may incur further expenses as a result of these actions, and we also may experience disruptions in our operations, decreased productivity and unanticipated associate turnover.
We may incur further expenses as a result of these actions, and we also may experience disruptions in our operations, decreased productivity and unanticipated associate turnover. Consolidation of systems and locations may increase the severity of any potential risk. Further, the objectives of our operating improvement initiatives may not be achieved.
Terrorist activities and other acts of violence or war and other disruptions have negatively impacted in the past, and could negatively impact in the future, the United States and foreign countries, the financial markets, the industries in which we compete, and our operations and profitability.
Terrorist activities and other acts of violence, civil unrest, or war could negatively impact the locations or industries in which we compete, our operations, and our profitability. Terrorist activities and acts of violence or war have contributed to economic instability in the United States and elsewhere which has a direct impact on businesses and whole industries operating in those locations.
Furthermore, the prevalence of social media, online reviews and other digital public forums increases our risk of receiving negative commentary that could damage the perception of our brands resulting in a decreased perception of value.
Furthermore, our use of social media and independent social media influencers for advertising, marketing and other purposes, as well as online reviews of our products and services and discussions on other digital public forums used by our customers increases our risk of receiving negative commentary that could damage our reputation resulting in an overall decrease in the perceived value of our brands.
Any increase in materials that is not offset by an increase in our prices could have a material adverse effect on our business, financial condition, results of operations or cash flows. The markets in which we operate are highly competitive and some of our competitors are much larger than we are and may have greater financial resources than we do.
Any increased costs associated with tariffs, duties or other trade policies that is not offset by an increase in our prices could have a material adverse effect on our business, financial condition, results of operations or cash flows.
Our success largely depends on the performance of our management team and other key associates. If we are unable to identify, attract, retain, and develop talented, highly qualified senior management and other key associates (including the ability to identify, attract, retain and develop key international associates), our business, results of operations, cash flows and financial condition could be adversely affected.
Our success depends upon our ability to identify, attract, retain and develop key associates and the succession of senior management. Our success largely depends on the performance of our management team and other key associates.
OPERATIONAL RISKS Operating improvement initiatives could cause us to incur significant expenses and impact the trading value of our common stock. On May 31, 2021, we formally concluded our 2020 Margin Acceleration Plan ("MAP to Growth") operating improvement program, which resulted in significant changes in our organizational and operational structure impacting most of our companies.
OPERATIONAL RISKS Operating improvement initiatives, including digital and physical consolidation efforts, may increase our operational risks and could cause us to incur significant expenses and impact the trading value of our common stock. In August 2022, we approved and announced our Margin Achievement Plan 2025 ("MAP 2025").
The importance of such systems has increased due to many of our associates working remotely. Some of these systems and applications are operated by third parties.
Some of these systems and applications are operated by third parties.
Any future economic declines may result in decreased revenue, gross margins, earnings or growth rates or difficulty in managing inventory levels or collecting customer receivables. We also have experienced, and could continue to experience, labor inflation, increased competitive pricing pressure, raw material inflation and availability issues resulting in difficulties meeting customer demand.
We could experience labor inflation, increased competitive pricing pressure, and raw material inflation and availability issues resulting in difficulties meeting customer demand.
A significant public health crisis could cause disruptions to our operations similar to the effects of the Covid pandemic. The Covid pandemic had a negative effect on our business, results of operations, cash flows and financial condition.
A significant public health crisis could cause disruptions to our operations resulting in a negative impact to our businesses, results of operations, cash flows and financial condition stemming from impacts on the economy, transportation networks, raw material availability, worker availability, production efforts and customer demand for our products.
We have in the past experienced data security incidents that have disrupted our operations, but which did not have a material impact on our financial results. These risks have and may in the future be increased as a result of remote work, a public health crisis similar to the Covid pandemic or foreign affairs such as war or civil unrest.
These risks may be increased as a result of our inability to keep up with advancements in technology and evolving interpretations of the Data Protection Law requirements, remote work, a public health crisis, war or civil unrest.
In August 2022, we approved and announced our Margin Achievement Plan 2025 ("MAP 2025"). MAP 2025 is a multi-year restructuring plan to build on the achievements of MAP to Growth. Our MAP 2025 operating improvement program is designed to result in significant changes in our organizational and operational structure.
Our MAP 2025 operating improvement program is designed to result in significant changes in our organizational and operational structure. We have taken actions and may continue to take additional actions during future periods, in furtherance of these or other operating improvement initiatives.
We conduct business in various regions throughout the world and are therefore subject to market risk due to changes in the exchange rates of foreign currencies in relation to the U.S. dollar.
We conduct business in various regions throughout the world and are therefore exposed to risks associated with interest rates and value changes in foreign currencies, including as a result of inflation, central bank monetary policies, currency controls and other exchange restrictions, which may adversely affect our businesses.
The effect on our business was a result of the overall impact on the global economy, including its effects on transportation networks, raw material availability, worker availability, production efforts and customer demand for our products. Our ability to predict and respond to future changes resulting from potential health crisis is uncertain.
Our ability to predict and respond to future changes resulting from potential health crisis is uncertain.
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As a result, future construction activity could decrease due to a lack of financing availability. Financial distress in this sector could be further exacerbated by a lack of refinancing options available for existing real estate loans when they mature.
Added
Unlisted risk factors may present additional obstacles which may adversely affect some or all of our businesses, the results of our operations, financial position, or our liquidity. Similarly, the disclosure of any risk factor in this filing as potentially occurring in the future should not be read to imply that the risk has not already materialized.
Removed
As a result, we have historically experienced weaker sales and net income in our third fiscal quarter (December through February) in comparison to our performance during our other fiscal quarters. Any such effect on sales may result in a reduction in earnings or cash flow. Significant foreign currency exchange rate fluctuations may harm our financial results.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeCybersecurity is overseen by the Audit Committee of the Board of Directors. The Senior Director - Information Security coordinates with and directs cybersecurity initiatives through information technology and cybersecurity personnel throughout RPM. The Senior Director - Information Security has over 15 years’ experience in the information technology and cybersecurity field, including previous roles in security architecture, audit and governance.
Biggest changeThe Senior Director - Information Security has over 15 years’ experience in the information technology and cybersecurity field as well as over 15 years’ experience in auditing information security, including previous roles in information security architecture, information technology and information security audit and governance.
We use third party vendors to perform ongoing security monitoring, reporting and forensic analysis, as necessary including annual external penetration testing. Security standards are established and defined with respect to administrator accounts, backups, encryption, passwords, website certifications, antivirus software, endpoint management, firewalls, wi-fi networks, vulnerability scanning, server protection, patching, privacy by design, and data breach reporting.
We use third party vendors to perform ongoing security monitoring, reporting and forensic analysis, including annual external penetration testing. Security standards are established and defined with respect to administrator accounts, backups, encryption, passwords, website certifications, antivirus software, endpoint management, firewalls, wi-fi networks, vulnerability scanning, server protection, patching, privacy by design, and data breach reporting.
The Senior Director - Information Security recently completed a CISO Academy Workshop, where he gained valuable insights to help improve our cybersecurity posture and program while also better aligning it to our overall business strategy and operating model. He received a BA in math and computer science from Ohio Wesleyan University and holds an Information Systems Auditor certification.
The Senior Director - Information Security has completed a CISO Academy Workshop, where he gained valuable insights to help improve our cybersecurity posture and program while also better aligning it to our overall business strategy and operating model. He received a BA in math and computer science from Ohio Wesleyan University and holds an Information Systems Auditor certification.
In the event a cybersecurity incident is determined to have, or is likely to have, a material impact on RPM, the Chair of the Audit Committee of the Board of Directors is directly notified by the General Counsel in coordination with the Chief Financial Officer and Senior Director - Information Security.
In the event a cybersecurity incident is determined to have, or is likely to have, a material impact on the Company, the Chair of the Audit Committee of the Board of Directors is directly notified by the General Counsel in coordination with the Chief Financial Officer and Senior Director - Information Security.
Notwithstanding our increased cybersecurity investments and preparedness activities, threat actors and cybersecurity incidents still pose a risk to the security of our systems, facilities, and networks and to the confidentiality, availability and integrity of our data, including but not limited to intellectual property, confidential information and personal data.
Notwithstanding our increased cybersecurity investments and preparedness activities, threat actors and cybersecurity incidents continue to pose a risk to the security of our systems, facilities, and networks and to the confidentiality, availability and integrity of our data, including but not limited to intellectual property, confidential information and personal data.
For more information on how a cybersecurity incident may impact the Company, refer to the risk factor titled “Data privacy, cybersecurity, and artificial intelligence considerations could impact our business,” in Item 1A of this Form 10-K.
For more information on how a cybersecurity incident may impact the Company, refer to the risk factor titled “Cybersecurity threats, data privacy compliance, and use of artificial intelligence could have a negative impact on our business,” in Item 1A of this Form 10-K.
We perform ongoing employee cybersecurity awareness and training activities, which includes frequent phishing testing, and we maintain cyber insurance to provide coverage in the event a material cybersecurity incident arises. We conduct annual internal audits to ensure compliance with its technology policies, security procedures and controls.
We perform ongoing employee cybersecurity awareness and training activities, which includes frequent phishing testing, and we maintain cyber insurance coverage. We conduct annual internal audits to test compliance with our technology policies, security procedures and controls.
Our third-party technology providers, consultants and vendors are vetted by our information security teams to assess cybersecurity risk and mitigation measures, where applicable. We have significantly increased our cybersecurity investments over the last few years and continue to implement additional cybersecurity safeguards designed to detect and prevent cybersecurity incidents.
Our third-party information technology providers, consultants and vendors are vetted by our information security teams to assess cybersecurity risks and mitigation measures, where applicable . We continue to increase our cybersecurity investments and safeguards designed to detect and prevent cybersecurity incidents.
Materiality of cybersecurity incidents is assessed and determined by the Cybersecurity Team, which has been assigned this responsibility by our Disclosure Committee. The Cybersecurity Team consists of the Chief Financial Officer, the General Counsel, the Vice President - Commercial Excellence, the Vice President - Global Systems and the Senior Director - Information Security.
The Cybersecurity Team consists of the Chief Financial Officer, the General Counsel, the Vice President - Commercial Excellence, the Vice President - Global Systems and the Senior Director - Information Security. The Senior Director - Information Security reports regularly to our Disclosure Committee.
In addition to the Audit Committee, the full Board of Directors receives regular annual reports on the status of our cybersecurity risk, incidents and mitigation efforts. We utilize a technology-based reporting system to identify and log data-related events. Cybersecurity incidents are assessed for actual or potential impact on the business and any relevant data subjects.
In addition to the Audit Committee, the full Board of Directors receives reports on the status of our cybersecurity risks, incidents and mitigation efforts either from the Audit Committee or from the Senior Director – Information Security and other executives. We utilize a technology-based reporting system to identify and log data-related events.
While we have experienced data security incidents that have disrupted our operations in the past, to date, no data security incidents have had or are materially likely to have, a material impact on RPM. Cybersecurity incidents are investigated and remediated in accordance with our incident response procedures and other policies and procedures.
While we have experienced cybersecurity incidents that have disrupted our operations in the past, to date, no cybersecurity incidents have had or are materially likely to have, a material impact on RPM. Cybersecurity is overseen by the Audit Committee of the Board of Directors.
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The Senior Director - Information Security reports regularly to our Disclosure Committee.
Added
Cybersecurity incidents are investigated and remediated in accordance with our incident response procedures and other policies and procedures.
Added
The Senior Director - Information Security coordinates with and directs cybersecurity initiatives through information technology and cybersecurity personnel throughout RPM.
Added
Cybersecurity incidents are assessed for actual or potential impact on the business and any relevant data subjects. Materiality of cybersecurity incidents is assessed and determined by the Cybersecurity Team, which has been assigned this responsibility by our Disclosure Committee.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeOf the approximately 19.9 million square feet occupied, approximately 9.5 million square feet are owned and approximately 10.4 million square feet are occupied under operating leases. 19 Set forth below is a description, as of May 31, 2024, of our principal owned facilities which we believe are material to our operations: Approximate Square Feet Of Location Business/Segment Floor Space Hertogenbosch, Netherlands Rust-Oleum (Consumer) 517,627 Cacapava, Brazil Euclid (CPG) 383,777 Pleasant Prairie, Wisconsin Rust-Oleum (Consumer) 261,000 Fairborn, Ohio Rust-Oleum (Consumer) 258,886 Cleveland, Ohio Day-Glo (SPG) 224,624 LaFayette, Georgia Euclid (CPG) 201,109 Corsicana, Texas Tremco (CPG) 185,578 Dayton, Nevada Carboline (PCG) 185,400 Cleveland, Ohio Euclid (CPG) 180,378 Zelem, Belgium Rust-Oleum (Consumer) 172,137 Cleveland, Ohio Tremco (CPG) 160,300 Bodenwoehr, Germany CPG Europe (CPG) 156,184 Lierstranda, Norway Carboline (PCG) 151,300 Coaldale, Alberta, Canada Nudura (CPG) 150,705 Baltimore, Maryland DAP (Consumer) 144,200 Hagerstown, Maryland Rust-Oleum (Consumer) 143,000 Tipp City, Ohio DAP (Consumer) 140,000 Arkel, Netherlands CPG Europe (CPG) 138,542 El Marques, Mexico Fibergrate (PCG) 136,950 Attleboro, Massachusetts Rust-Oleum (Consumer) 133,650 Hudson, North Carolina Wood Finishes Group (SPG) 132,300 Ellaville, Georgia TCI (SPG) 129,600 Wigan, Lancashire, United Kingdom CPG Europe (CPG) 122,000 Tocancipa, Columbia Euclid (CPG) 114,849 Johannesburg, South Africa Stonhard (PCG) 112,956 Birtley, United Kingdom Rust-Oleum (Consumer) 112,231 Lesage, West Virginia Rust-Oleum (Consumer) 112,000 Somerset, New Jersey Rust-Oleum (Consumer) 110,000 Lake Charles, Louisiana Carboline (PCG) 109,617 Candeias, Brazil Euclid (CPG) 107,792 Richmond, Missouri Stonhard (PCG) 91,911 Maple Shade, New Jersey Stonhard (PCG) 80,606 Kirkland, Illinois Euclid (CPG) 78,825 Tultitlan, Mexico Euclid (CPG) 75,422 Dallas, Texas DAP (Consumer) 74,000 Medina, Ohio Tremco (CPG) 72,300 Cleveland, Ohio Tremco (CPG) 66,100 Alghero, Italy Stonhard (PCG) 62,776 Pacific, Missouri DAP (Consumer) 60,000 Woodlake, California Dryvit (CPG) 41,475 Vallirana, Spain Carboline (PCG) 39,439 Columbus, Georgia Dryvit (CPG) 39,200 Saint Apollinaire, France CPG Europe (CPG) 37,619 Sand Springs, Oklahoma Dryvit (CPG) 36,998 Twistringen, Germany CPG Europe (CPG) 32,873 Fort Wayne, Indiana Stonhard (PCG) 26,700 Pasadena, Texas Euclid (CPG) 23,360 20 Set forth below is a description, as of May 31, 2024, of our principal leased facilities which we believe are material to our operations: Approximate Square Feet Of Location Business/Segment Floor Space Martinsburg, West Virginia Rust-Oleum (Consumer) 921,712 Kenosha, Wisconsin Rust-Oleum (Consumer) 850,243 Cleveland, Ohio Tremco (CPG) 583,565 Toronto, Ontario, Canada Tremco (CPG) 400,551 Fairborn, Ohio Rust-Oleum (Consumer) 340,292 Riverside, California Rust-Oleum (Consumer) 309,535 Vaughan, Ontario, Canada Rust-Oleum (Consumer) 272,767 Granby, Quebec, Canada Nudura (CPG) 246,926 Baltimore, Maryland DAP (Consumer) 244,495 Columbus, Georgia Nudura (CPG) 216,129 North Kingstown, Rhode Island Dryvit (CPG) 162,735 Elgin, Illinois Profile Foods (SPG) 135,490 Gateshead, Tyne, United Kingdom Rust-Oleum (Consumer) 135,000 Garland, Texas DAP (Consumer) 130,900 Serendah, Malaysia Platform (PCG) 121,245 Burlington, Washington Legend Brands (SPG) 113,875 Lake Charles, Louisiana Carboline (PCG) 100,035 Leicester, Leicestershire, United Kingdom CPG Europe (CPG) 95,977 Sriperumbudur, India Platform (PCG) 68,000 Louisa, Virginia Carboline (PCG) 60,000 We lease certain of our properties under long-term leases.
Biggest changeOf the approximately 20.0 million square feet occupied, approximately 9.7 million square feet are owned and approximately 10.3 million square feet are occupied under operating leases. 19 Set forth below is a description, as of May 31, 2025, of our principal owned facilities which we believe are material to our operations: Approximate Square Feet Of Location Business/Segment Floor Space Hertogenbosch, Netherlands Rust-Oleum (Consumer) 517,627 Cacapava, Brazil Euclid (CPG) 383,777 Pleasant Prairie, Wisconsin Rust-Oleum (Consumer) 261,000 Fairborn, Ohio Rust-Oleum (Consumer) 258,886 Cleveland, Ohio Day-Glo (SPG) 224,624 LaFayette, Georgia Euclid (CPG) 201,109 Corsicana, Texas Tremco (CPG) 185,578 Dayton, Nevada Carboline (PCG) 185,400 Zelem, Belgium Rust-Oleum (Consumer) 172,137 Cleveland, Ohio Tremco (CPG) 160,300 Bodenwoehr, Germany CPG Europe (CPG) 156,184 Lierstranda, Norway Carboline (PCG) 151,300 Coaldale, Alberta, Canada Nudura (CPG) 150,705 Houthalen, Belgium Day-Glo (SPG) 147,575 Baltimore, Maryland DAP (Consumer) 144,200 Hagerstown, Maryland Rust-Oleum (Consumer) 143,000 Cleveland, Ohio Euclid (CPG) 140,378 Tipp City, Ohio DAP (Consumer) 140,000 Arkel, Netherlands CPG Europe (CPG) 138,542 El Marques, Mexico Fibergrate (PCG) 136,950 Attleboro, Massachusetts Rust-Oleum (Consumer) 133,650 Hudson, North Carolina Wood Finishes Group (SPG) 132,300 Ellaville, Georgia TCI (SPG) 129,600 Wigan, Lancashire, United Kingdom CPG Europe (CPG) 122,000 Tocancipa, Colombia Euclid (CPG) 114,849 Johannesburg, South Africa Stonhard (PCG) 112,956 Birtley, United Kingdom Rust-Oleum (Consumer) 112,231 Lesage, West Virginia Rust-Oleum (Consumer) 112,000 Somerset, New Jersey Rust-Oleum (Consumer) 110,000 Lake Charles, Louisiana Carboline (PCG) 109,617 Candeias, Brazil Euclid (CPG) 107,792 Richmond, Missouri Stonhard (PCG) 91,911 Maple Shade, New Jersey Stonhard (PCG) 80,606 Kirkland, Illinois Euclid (CPG) 78,825 Tultitlan, Mexico Euclid (CPG) 75,422 Dallas, Texas DAP (Consumer) 74,000 Genk, Belgium Tremco (CPG) 73,195 Medina, Ohio Tremco (CPG) 72,300 Cleveland, Ohio Tremco (CPG) 66,100 Alghero, Italy Stonhard (PCG) 62,776 Pacific, Missouri DAP (Consumer) 60,000 Woodlake, California Dryvit (CPG) 41,475 Vallirana, Spain Carboline (PCG) 39,439 Columbus, Georgia Dryvit (CPG) 39,200 Saint Apollinaire, France CPG Europe (CPG) 37,619 Sand Springs, Oklahoma Dryvit (CPG) 36,998 Twistringen, Germany CPG Europe (CPG) 32,873 Chennai, India Carboline (PCG) 24,000 Pasadena, Texas Euclid (CPG) 23,360 Radziejowice, Poland Dryvit (CPG) 21,140 20 Set forth below is a description, as of May 31, 2025, of our principal leased facilities which we believe are material to our operations: Approximate Square Feet Of Location Business/Segment Floor Space Martinsburg, West Virginia Rust-Oleum (Consumer) 943,564 Kenosha, Wisconsin Rust-Oleum (Consumer) 850,243 Cleveland, Ohio Tremco (CPG) 583,565 Fairborn, Ohio Rust-Oleum (Consumer) 340,292 Riverside, California Rust-Oleum (Consumer) 309,535 Toronto, Ontario, Canada Tremco (CPG) 301,748 Vaughan, Ontario, Canada Rust-Oleum (Consumer) 272,767 Granby, Quebec, Canada Nudura (CPG) 246,926 Baltimore, Maryland DAP (Consumer) 244,495 Columbus, Georgia Nudura (CPG) 216,129 North Kingstown, Rhode Island Dryvit (CPG) 173,980 Elgin, Illinois Profile Foods (SPG) 135,490 Gateshead, Tyne, United Kingdom Rust-Oleum (Consumer) 135,000 Garland, Texas DAP (Consumer) 130,900 Serendah, Malaysia Platform (PCG) 121,245 Burlington, Washington Legend Brands (SPG) 113,875 Brooklyn Park, Minnesota Rust-Oleum (Consumer) 110,054 Lake Charles, Louisiana Carboline (PCG) 100,035 Leicester, Leicestershire, United Kingdom CPG Europe (CPG) 95,977 Johor Bahru, Malaysia Platform (PCG) 71,860 Al Rafaah, United Arab Emirates Platform (PCG) 69,302 Louisa, Virginia Carboline (PCG) 60,000 We lease certain of our properties under long-term leases.
Item 2. Pr operties. Our corporate headquarters and a plant and offices for one subsidiary are located on approximately 180 acres, which we own in Medina, Ohio. As of May 31, 2024, our operations occupied a total of approximately 19.9 million square feet, with the majority, approximately 16.7 million square feet, devoted to manufacturing, assembly and storage.
Item 2. Pr operties. Our corporate headquarters and a plant and offices for one subsidiary are located on approximately 180 acres, which we own in Medina, Ohio. As of May 31, 2025, our operations occupied a total of approximately 20.0 million square feet, with the majority, approximately 16.9 million square feet, devoted to manufacturing, assembly and warehousing.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAs permitted by SEC Rules and given the size of our operations, we have elected to adopt a quantitative disclosure threshold for environmental proceedings of $1 million. As of the date of this filing, we are not aware of any matters that exceed this threshold and meet the definition for disclosure. Item 4.
Biggest changeAs permitted by Securities and Exchange Commission Rules and given the size of our operations, we have elected to adopt a quantitative disclosure threshold for environmental proceedings of $1.0 million. On December 19, 2024, a subsidiary in our Consumer segment received informal notification from the U.S.
Removed
Mine Saf ety Disclosures Not applicable. 21 PART II
Added
Environmental Protection Agency ("EPA") of the EPA's intent to issue a civil penalty for alleged violation of the Toxic Substances Control Act Section 6 regulatory standard related to 2021 sales of a consumer product allegedly containing a regulated substance. The EPA provided an initial proposed penalty calculation on January 14, 2025, which totaled approximately $6.2 million.
Added
We are disputing this proposed penalty and believe that it is unwarranted under the circumstances. Based on information currently known, we are not able to estimate the outcome of this matter or a possible range of loss, if any. Item 4. Mine Saf ety Disclosures Not applicable. 21 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 21 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 34 Item 8. Financial Statements and Supplementary Data 36
Biggest changeItem 4. Mine Safety Disclosures 21 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 22 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 33 Item 8. Financial Statements and Supplementary Data 35

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeCommon Stock made by us during the fourth quarter of fiscal 2024: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Amount that May Yet be Purchased Under the Plans or Programs (2) March 1, 2024 through March 31, 2024 2,268 $ 118.95 — — April 1, 2024 through April 30, 2024 690 $ 107.15 — — May 1, 2024 through May 31, 2024 177,177 $ 111.45 157,242 — Total - Fourth Quarter 180,135 $ 111.53 157,242 — (1) All of the 22,893 shares of common stock that were disposed of back to us during the three-month period ended May 31, 2024 were in satisfaction of tax obligations related to the vesting of restricted stock, which was granted under RPM International Inc.'s equity and incentive plans.
Biggest changeCommon Stock made by us during the fourth quarter of fiscal 2025: Period Total Number of Shares Purchased (1) Average Price Paid Per Share Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs Maximum Dollar Amount that May Yet be Purchased Under the Plans or Programs (2) March 1, 2025 through March 31, 2025 — $ — — — April 1, 2025 through April 30, 2025 466 $ 106.75 — — May 1, 2025 through May 31, 2025 170,981 $ 111.10 157,880 — Total - Fourth Quarter 171,447 $ 111.09 157,880 — (1) All of the 13,567 shares of common stock that were disposed of back to us during the three-month period ended May 31, 2025 were in satisfaction of tax obligations related to the vesting of restricted stock, which was granted under RPM International Inc.'s equity and incentive plans.
(2) The maximum dollar amount that may yet be repurchased under our stock repurchase program was approximately $262.3 million at May 31, 2024. Refer to Note I, “Stock Repurchase Program,” to the Consolidated Financial Statements for further information regarding our stock repurchase program. 22
(2) The maximum dollar amount that may yet be repurchased under our stock repurchase program was approximately $192.3 million at May 31, 2025. Refer to Note I, “Stock Repurchase Program,” to the Consolidated Financial Statements for further information regarding our stock repurchase program. 22

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe 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. 28 SEGMENT INFORMATION (In thousands) Year Ended May 31, 2024 2023 2022 Net Sales CPG Segment $ 2,702,466 $ 2,508,805 $ 2,402,497 PCG Segment 1,462,460 1,433,634 1,272,368 Consumer Segment 2,457,949 2,514,770 2,242,047 SPG Segment 712,402 799,205 790,816 Total $ 7,335,277 $ 7,256,414 $ 6,707,728 Income Before Income Taxes (a) CPG Segment Income Before Income Taxes (a) $ 385,339 $ 300,971 $ 389,443 Interest (Expense), Net (b) (5,170 ) (8,580 ) (6,540 ) EBIT (c) $ 390,509 $ 309,551 $ 395,983 PCG Segment Income Before Income Taxes (a) $ 199,951 $ 142,469 $ 146,134 Interest Income, Net (b) 4,642 1,630 442 EBIT (c) $ 195,309 $ 140,839 $ 145,692 Consumer Segment Income Before Income Taxes (a) $ 408,200 $ 378,157 $ 175,084 Interest Income (Expense), Net (b) 2,561 (3,372 ) 266 EBIT (c) $ 405,639 $ 381,529 $ 174,818 SPG Segment Income Before Income Taxes (a) $ 43,784 $ 103,279 $ 121,937 Interest Income (Expense), Net (b) 204 68 (86 ) EBIT (c) $ 43,580 $ 103,211 $ 122,023 Corporate/Other (Loss) Before Income Taxes (a) $ (249,437 ) $ (275,494 ) $ (225,799 ) Interest (Expense), Net (b) (75,232 ) (99,013 ) (89,605 ) EBIT (c) $ (174,205 ) $ (176,481 ) $ (136,194 ) Consolidated Net Income $ 589,442 $ 479,731 $ 492,466 Add: (Provision) for Income Taxes (198,395 ) (169,651 ) (114,333 ) Income Before Income Taxes (a) 787,837 649,382 606,799 Interest (Expense) (117,969 ) (119,015 ) (87,928 ) Investment Income (Expense), Net 44,974 9,748 (7,595 ) EBIT (c) $ 860,832 $ 758,649 $ 702,322 (a) The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by GAAP, to EBIT.
Biggest changeThe 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.
The discount rates utilized reflect market-based estimates of capital costs and discount rates adjusted for management’s 23 assessment of a market 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.
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.
Significant judgment is involved regarding the application of global income tax laws and regulations and when projecting the 25 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.
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.
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 2024, 2023 and 2022. In applying the quantitative test, we compare the fair value of a reporting unit to its carrying value.
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.
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. 26 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.
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.
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 2024.
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.
We applied quantitative processes during our annual indefinite-lived intangible asset impairment assessments performed during the fourth quarters of fiscal 2024, 2023 and 2022. The annual impairment assessment involves estimating the fair value of each indefinite-lived asset and comparing it with its carrying amount.
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.
Based upon May 31, 2024 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.
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.
A decrease of 1% in the discount rate or the expected return on plan assets assumptions would result in $8.0 million and $7.7 million higher expense, respectively.
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.
Refer to Note G, “Borrowings,” to the Consolidated Financial Statements for a discussion of significant debt-related activity that occurred in fiscal 2024 and 2023, significant components of our debt, and our available liquidity. 33 The following table summarizes our financial obligations and their expected maturities at May 31, 2024, and the effect such obligations are expected to have on our liquidity and cash flow in the periods indicated.
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.
For comparisons of the years ended May 31, 2023 and 2022, 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, 2023 as filed on July 26, 2023.
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.
EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. 29 RESULTS OF OPERATIONS The following discussion includes a comparison of Results of Operations and Liquidity and Capital Resources for the years ended May 31, 2024 and 2023.
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.
The following table summarizes the retirement-related benefit plans’ impact on income before income taxes for the fiscal years ended May 31, 2024 and 2023, as the service cost component has a significant impact on our SG&A expense: Fiscal year ended May 31, (In millions) 2024 2023 Change Service cost $ 49.4 $ 49.1 $ 0.3 Interest cost 45.3 36.8 8.5 Expected return on plan assets (51.6 ) (44.7 ) (6.9 ) Amortization of: Prior service (credit) (0.1 ) (0.2 ) 0.1 Net actuarial losses recognized 17.6 18.4 (0.8 ) Curtailment/settlement losses (0.1 ) 0.1 (0.2 ) Total Net Periodic Pension & Postretirement Benefit Costs $ 60.5 $ 59.5 $ 1.0 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 inflation, but which may have a material impact on our consolidated financial results in the future.
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.
International 1% Increase 1% Decrease 1% Increase 1% Decrease (In millions) Discount Rate (Decrease) increase in expense in FY 2024 $ - $ - $ (0.7 ) $ 0.7 (Decrease) increase in obligation as of May 31, 2024 $ (0.1 ) $ 0.1 $ (3.7 ) $ 4.7 27 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.
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.
(Gain) on Sales of Assets and Business, Net See Note A(3), "Summary of Significant Accounting Policies - Acquisitions/Divestitures," and Note M, "Leases," to the Consolidated Financial Statements for details. Other Expense (Income), Net See Note A(16), "Summary of Significant Accounting Policies - Other Expense (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.
The change in fiscal 2024 was in addition to a favorable net change of $64.1 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.
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.
The U.S. dollar fluctuated throughout the year and was weaker against other major currencies where we conduct operations at May 31, 2024 versus May 31, 2023, causing a favorable 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 $3.5 million this year versus an unfavorable change of $69.9 million last year.
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.
International 1% Increase 1% Decrease 1% Increase 1% Decrease (In millions) Discount Rate (Decrease) increase in expense in FY 2024 $ (4.9 ) $ 5.8 $ (1.1 ) $ 1.5 (Decrease) increase in obligation as of May 31, 2024 $ (51.6 ) $ 60.0 $ (18.3 ) $ 22.5 Expected Return on Plan Assets (Decrease) increase in expense in FY 2024 $ (6.0 ) $ 6.0 $ (1.7 ) $ 1.7 (Decrease) increase in obligation as of May 31, 2024 N/A N/A N/A N/A Compensation Increase Increase (decrease) in expense in FY 2024 $ 5.5 $ (4.9 ) $ 1.0 $ (0.9 ) Increase (decrease) in obligation as of May 31, 2024 $ 22.7 $ (20.5 ) $ 3.3 $ (3.0 ) Based upon May 31, 2024 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 $ (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.
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, 2024 and 2023, 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) 2024 2023 Severance and benefit costs $ 24.0 $ 8.5 Facility closure and other related costs 1.4 0.7 Other restructuring costs 4.6 2.5 Total Restructuring Costs $ 30.0 $ 11.7 Most activities under MAP 2025 are anticipated to be completed by the end of fiscal 2025; however, we expect some costs to extend beyond this date.
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.
Net Sales Fiscal year ended May 31, (In millions, except percentages) 2024 2023 Total Growth (Decline) Organic Growth (Decline) (1) Acquisition & Divestiture Impact Foreign Currency Exchange Impact CPG Segment $ 2,702.5 $ 2,508.8 7.7 % 6.6 % 0.6 % 0.5 % PCG Segment 1,462.5 1,433.6 2.0 % 3.4 % (0.4 %) (1.0 %) Consumer Segment 2,457.9 2,514.8 (2.3 %) (1.8 %) 0.0 % (0.5 %) SPG Segment 712.4 799.2 (10.9 %) (9.6 %) (1.6 %) 0.3 % Consolidated $ 7,335.3 $ 7,256.4 1.1 % 1.3 % (0.1 %) (0.1 %) (1) Organic growth includes the impact of price and volume.
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.
At May 31, 2024 and 2023, the fair value of our investments in marketable securities totaled $154.3 million and $148.3 million, respectively. As of May 31, 2024, approximately $215.2 million of our consolidated cash and cash equivalents were held at various foreign subsidiaries, compared with approximately $196.8 million as of May 31, 2023.
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.
Net Income Fiscal year ended May 31, (In millions, except percentages and per share amounts) 2024 % of net sales 2023 % of net sales Net income $ 589.4 8.0 % $ 479.7 6.6 % Net income attributable to RPM International Inc. stockholders 588.4 8.0 % 478.7 6.6 % Diluted earnings per share 4.56 3.72 32 LIQUIDITY AND CAPITAL RESOURCES Operating Activities Approximately $1.12 billion of cash was provided by operating activities during fiscal 2024, compared with $577.1 million of cash provided by operating activities during fiscal 2023.
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.
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.
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.
Our SPG segment SG&A was approximately $1.6 million higher during fiscal 2024 versus fiscal 2023 and increased by 340 bps as a percentage of sales.
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 net change in cash from operations includes the change in net income, which increased by $109.7 million year over year. The change in accounts receivable during fiscal 2024 provided approximately $177.5 million more cash than fiscal 2023.
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.
Based on this assessment, we concluded that the estimated fair values exceeded the carrying values for these reporting units, and accordingly, no goodwill impairment was identified as a result of this realignment. 24 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.
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.
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.
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.
Improved pricing partially offset these volume declines. Gross Profit Margin Our consolidated gross profit margin of 41.1% of net sales for fiscal 2024 compares to a consolidated gross profit margin of 37.9% for the comparable period a year ago.
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.
Income Tax Rate The effective income tax rate was 25.2% for fiscal 2024 compared to an effective income tax rate of 26.1% for fiscal 2023. Refer to Note H, “Income Taxes,” to the Consolidated Financial Statements for the components of the effective income tax rates.
Refer to Note H, “Income Taxes,” to the Consolidated Financial Statements for the components of the effective income tax rates.
Refer to Note H, “Income Taxes,” to the Consolidated Financial Statements for additional information regarding unremitted foreign earnings. Financing Activities For fiscal 2024, cash used for financing activities increased by $588.8 million to $890.0 million as compared to $301.2 million used for financing activities in the prior year period.
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.
SG&A expenses in our corporate/other category of $163.4 million during fiscal 2024 decreased by $4.6 million from $168.0 million recorded during fiscal 2023. This was mainly due to reduced professional fees related to our MAP 2025 operational improvement initiatives and reduced stock compensation, partially offset by increased compensation, healthcare costs and IT expenses.
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.
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.
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.
During fiscal 2024, the change in inventory used approximately $113.0 million less cash compared to our spending during fiscal 2023 as a result of our operating segments continuing to reduce inventory purchases and use safety stock built up in prior periods in response to supply chain outages and raw material inflation.
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.
We manage our portfolio by organizing our businesses and product lines into four reportable segments as outlined below, which also represent our operating segments. 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.
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.
Income Before Income Taxes (“IBT”) Fiscal year ended May 31, (In millions, except percentages) 2024 % of net sales 2023 % of net sales CPG Segment $ 385.3 14.3 % $ 301.0 12.0 % PCG Segment 199.9 13.7 % 142.5 9.9 % Consumer Segment 408.2 16.6 % 378.1 15.0 % SPG Segment 43.8 6.1 % 103.3 12.9 % Non-Op Segment (249.4 ) — (275.5 ) — Consolidated $ 787.8 $ 649.4 On a consolidated basis, our results reflect MAP 2025 benefits, in conjunction with benefits generated from the commodity cycle.
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.
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, reviewed quarterly and adjusted according to developments.
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.
The increase in expense as compared to the prior year period is mainly due to increased commissions as a result of improved results as well as merit increases, increased insurance costs and bad debt expense and the $4.5 million loss on the sale of USL's Bridgecare services division during the period as described below in Note C, "Goodwill and Other Intangible Assets," to the Consolidated Financial Statements.
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.
(In millions) Change in interest expense Acquisition-related borrowings $ 1.2 Non-acquisition-related average borrowings (17.9 ) Change in average interest rate 15.7 Total Change in Interest Expense $ (1.0 ) Investment (Income) Expense, Net See Note A(15), "Summary of Significant Accounting Policies - Investment (Income) Expense, Net," to the Consolidated Financial Statements for details.
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.
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.
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 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.
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.
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).
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.
While costs of raw materials have generally stabilized, we expect that inflation of some materials will potentially create headwinds impacting our results in fiscal 2025. SG&A Expenses Our consolidated SG&A expense increased by approximately $157.5 million during fiscal 2024 versus fiscal 2023 and increased to 28.8% of net sales for fiscal 2024 from 27.0% of net sales for fiscal 2023.
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.
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.
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.
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. Contingencies We are party to various claims and lawsuits arising in the normal course of business.
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.
Investing Activities For fiscal 2024, cash used for investing activities decreased by $43.3 million to $206.4 million as compared to $249.7 million in the prior year period.
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.
Average days inventory outstanding (“DIO”) at May 31, 2024 decreased to 91.1 days from 106.0 days at May 31, 2023. The change in accounts payable during fiscal 2024 used approximately $91.6 million less cash than during fiscal 2023. This is associated with significant payments made in the prior year related to inventory builds 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.
The year-over-year increase in SG&A was primarily attributable to merit increases and insurance costs, in addition to the $8.9 million decrease in gain on business interruption insurance proceeds received in the current year, partially offset by a reduction in variable distribution costs and a $3.6 million gain that is associated with the sale of a facility.
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.
This was primarily due to the timing of sales in our PCG and Consumer segments and improved cash collections in the current period. Average days sales outstanding (“DSO”) at May 31, 2024 decreased to 63.0 days from 66.9 days at May 31, 2023.
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.
The overall increase in cash used for financing activities was driven principally by debt-related activities, as we repaid $273.4 million on our revolving credit facility, $250.0 million on our term loan, and $45.0 million on our accounts receivable securitization program ("AR Program") during fiscal 2024.
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.
Our CPG segment results reflect volume growth, which resulted in improved fixed-cost utilization, and MAP 2025 benefits. Our PCG segment results reflect MAP 2025 benefits and improved pricing, partially offset by the $4.5 million loss on the sale of USL's Bridgecare services division during the year, the impairment of an indefinite-lived intangible asset, and increased bad debt expense.
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.
The SPG reportable segment offers products that include restoration services equipment, colorants, nail enamels, factory applied industrial coatings, preservation products, and edible coatings and specialty glazes for pharmaceutical and food industries. 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.
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.
The increase in expense was mainly due to variable costs associated with improved results such as commissions and bonuses, along with merit increases, increased benefits and investments in growth initiatives. 30 Our PCG segment SG&A was approximately $35.0 million higher for fiscal 2024 versus fiscal 2023 and increased by 180 bps as a percentage of net sales.
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.
Refer to Note C, “Goodwill and Other Intangible Assets,” to the Consolidated Financial Statements for additional details on this goodwill impairment charge.
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.
Our Consumer segment results reflect improved operating efficiencies related to MAP 2025 and improved pricing and a $3.6 million gain that is associated with the sale of a facility, partially offset by the $8.9 million decrease in gain on business interruption insurance proceeds received during the year and negative fixed-cost absorption due to lower volumes.
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.
Our Consumer segment SG&A increased by approximately $17.3 million during fiscal 2024 versus fiscal 2023 and increased by 110 bps as a percentage of net sales.
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.
This gross profit margin increase of approximately 320 basis points ("bps") resulted primarily from our MAP 2025 initiatives, which resulted in incremental benefits in procurement, manufacturing and commercial excellence that favorably impacted our gross margin, in conjunction with benefits generated from the commodity cycle. Selling price increases also aided in the margin expansion.
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.
In addition, as described further below in Note P, "Contingencies and Other Accrued Losses," to the Consolidated financial statements, there was an $8.9 million decrease in the gain on business interruption insurance proceeds received during the current year at our Consumer segment compared to the prior year.
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.
This increase was also facilitated by improved pricing and strong demand in emerging markets, which was partially offset by unfavorable foreign exchange translation and the divestiture of USL's Bridgecare services division in the first quarter of fiscal 2024.
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.
Our CPG segment generated significant organic sales growth during the current year in all the major business units in the segment when compared to the prior year. Performing particularly well were providers of restoration systems for roofing, facades and parking structures, which benefited from a strategic focus on repair and maintenance and its differentiated service model.
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.
We paid for capital expenditures of $214.0 million and $254.4 million during the periods ended May 31, 2024 and 2023, respectively. This reduction was the result of decreased capacity expansion projects in comparison to the prior 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.
We currently expect to incur approximately $39.8 million of future additional charges related to the implementation of MAP 2025. In addition, we incurred $3.8 million of restructuring costs associated with MAP to Growth for the year ended May 31, 2023.
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.
Contractual Obligations Total Contractual Payments Due In (In thousands) Payment Stream 2025 2026-27 2028-29 After 2029 Long-term debt obligations $ 2,125,092 $ 130,212 $ 400,148 $ 694,732 $ 900,000 Finance lease obligations 14,723 5,957 6,269 1,271 1,226 Operating lease obligations 416,834 78,528 126,943 77,201 134,162 Other long-term liabilities (1): Interest payments on long-term debt obligations 840,050 68,275 136,550 106,550 528,675 Contributions to pension and postretirement plans (2) 513,000 5,900 13,000 117,000 377,100 Total $ 3,909,699 $ 288,872 $ 682,910 $ 996,754 $ 1,941,163 (1) Excluded from other long-term liabilities are our gross long-term liabilities for unrecognized tax benefits, which totaled $7.5 million at May 31, 2024.
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.
Removed
Conclusion on Annual Goodwill Impairment Tests As a result of the annual impairment assessments performed for fiscal 2024, 2023 and 2022, there were no goodwill impairments.
Added
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.
Removed
Our fiscal 2024 annual impairment test for our Color Group reporting unit in our SPG Segment, which has approximately $11.0 million of goodwill, resulted in an excess of fair value over carrying value of approximately 18%. The lower fair value of this reporting unit is related to declining volumes in OEM markets.
Added
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.
Removed
If planned sales growth initiatives for this business are not achieved, impairment of intangible assets, including goodwill, and other long-lived assets, could result.
Added
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.
Removed
Changes in the Composition of our Segments and Reporting Units in the First Quarter of Fiscal 2024 Effective June 1, 2023, in connection with our MAP 2025 operating improvement program, we realigned certain businesses and management structures within our CPG, PCG and SPG segments.
Added
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.
Removed
As outlined in Note R, “Segment Information,” our CPG APAC and CPG India businesses, formerly of our Sealants reporting unit within our CPG segment, were transferred to our Platform component within our PCG segment. As a result of this change, we designated the Platform component as a separate reporting unit within our PCG segment.
Added
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.
Removed
Within our SPG segment, two new reporting units were formed as our former DayGlo and Kirker reporting units were combined into one reporting unit: The Color Group, and our former Wood Finishes, Kop-Coat Protection Products, TCI and Modern Recreational Technologies reporting units were combined into one reporting unit: The Industrial Coatings Group.
Added
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.
Removed
Additionally, effective June 1, 2023, certain businesses of our Universal Sealants ("USL") reporting unit were transferred to our Fibergrate, Carboline and Stonhard reporting units within our PCG segment. As a result of this change, USL was no longer designated as a separate reporting unit and any remaining goodwill was transferred to the reporting units noted above.
Added
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.
Removed
During the first quarter of fiscal 2024, we performed a goodwill impairment test for the reporting units affected by the USL restructuring and the changes in the composition of our segments and reporting units using either a qualitative or a quantitative assessment.
Added
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.
Removed
We concluded that the estimated fair values exceeded the carrying values for these reporting units, and accordingly, no indications of impairment were identified as a result of these changes. Given these USL restructuring actions, we performed an interim impairment assessment of a remaining USL indefinite-lived tradename.
Added
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.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

7 edited+2 added−0 removed5 unchanged
Biggest changeThese uncertainties and factors include (a) global and regional 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 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, the ability to identify additional cost savings opportunities, and the risks of failing to meet any other objectives of our improvement plans; (j) risks related to the adequacy of our contingent liability reserves; (k) risks relating to a public health crisis similar to the Covid pandemic; (l) risks related to acts of war similar to the Russian invasion of Ukraine; (m) risks related to the transition or physical impacts of climate change and other natural disasters or meeting sustainability-related voluntary goals or regulatory requirements; (n) risks related to our or our third parties' use of technology including artificial intelligence, data breaches and data privacy violations; (o) the shift to remote work and online purchasing and the impact that has on residential and commercial real estate construction; and (p) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Form 10-K for the year ended May 31, 2024, as the same may be updated from time to time.
Biggest changeThese uncertainties and factors include (a) global and regional 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 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) changes in global trade policies, including the adoption or expansion of tariffs and trade barriers; (h) 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; (i) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (j) the timing of and the realization of anticipated cost savings from restructuring initiatives, the ability to identify additional cost savings opportunities, and the risks of failing to meet any other objectives of our improvement plans; (k) risks related to the adequacy of our contingent liability reserves; (l) risks relating to a public health crisis similar to the Covid pandemic; (m) risks related to acts of war similar to the Russian invasion of Ukraine; (n) risks related to the transition or physical impacts of climate change and other natural disasters or meeting sustainability-related voluntary goals or regulatory requirements; (o) risks related to our or our third parties' use of technology including artificial intelligence, data breaches and data privacy violations; (p) the shift to remote work and online purchasing and the impact that has on residential and commercial real estate construction; and (q) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Form 10-K for the year ended May 31, 2025, as the same may be updated from time to time.
Strengthening of the U.S. dollar relative to other currencies may adversely affect our operating results. 34 If the U.S. dollar were to strengthen, our foreign results of operations would be unfavorably impacted, but the effect is not expected to be material.
Strengthening of the U.S. dollar relative to other currencies may adversely affect our operating results. If the U.S. dollar were to strengthen, our foreign results of operations would be unfavorably impacted, but the effect is not expected to be material.
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 filing date of this document. 35
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 filing date of this document. 34
FORWARD-LOOKING STATEMENTS The foregoing discussion includes 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, are beyond our control.
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, are beyond our control.
At May 31, 2024, approximately 22.3% of our debt was subject to floating interest rates. Foreign Currency Risk Our foreign sales and results of operations are subject to the impact of foreign currency fluctuations (refer to Note A(4), “Summary of Significant Accounting Policies - Foreign Currency,” to the Consolidated Financial Statements).
Foreign Currency Risk Our foreign sales and results of operations are subject to the impact of foreign currency fluctuations (refer to Note A(4), “Summary of Significant Accounting Policies - Foreign Currency,” to the Consolidated Financial Statements).
A 10% change in foreign currency exchange rates would not have resulted in a material impact to net income for the years ended May 31, 2024 and 2023. We do not currently use financial derivative instruments for trading purposes, nor do we engage in foreign currency, commodity or interest rate speculation.
A 10% change in foreign currency exchange rates would not have resulted in a material impact to net income for the years ended May 31, 2025 and 2024.
If there was a 100-bps increase or decrease in interest rates it would have resulted in an increase or decrease in interest expense of $7.9 million and $10.8 million for fiscal 2024 and 2023, respectively. Our primary exposure to interest rate risk is movements in the Secured Overnight Financing Rate (SOFR) and European Short-Term Rate (ESTR).
If there was a 100-bps increase or decrease in interest rates it would have resulted in an increase or decrease in interest expense of $4.8 million and $7.9 million for fiscal 2025 and 2024, respectively.
Added
Our primary exposure to interest rate risk is movements in the Secured Overnight Financing Rate (SOFR), European Short-Term Rate (ESTR), and Canadian Overnight Repo Rate Average (CORRA). At May 31, 2025, approximately 37.0% of our debt was subject to floating interest rates.
Added
We do not currently use financial derivative instruments for trading purposes, nor do we engage in foreign currency, commodity or interest rate speculation. 33 FORWARD-LOOKING STATEMENTS The foregoing discussion includes forward-looking statements relating to our business.

Other RPM 10-K year-over-year comparisons