10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended November 30, 2024,

or

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission File No. 1-14187

RPM International Inc.

(Exact name of Registrant as specified in its charter)

Delaware	02-0642224
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
2628 PEARL ROAD; MEDINA, Ohio (Address of principal executive offices)	44256 (Zip Code)

(330) 273-5090

(Registrant’s telephone number including area code)

Securities registered pursuant to Section 12(b) of the Act:

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

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐.

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☒	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☐
Emerging growth company	☐

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

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒.

As of December 26, 2024, the registrant had 128,568,280 shares of common stock, $0.01 par value per share, outstanding.

RPM INTERNATIONAL INC. AND SUBSIDIARIES*

INDEX

		Page No.
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements:	3
	Consolidated Balance Sheets	3
	Consolidated Statements of Income	4
	Consolidated Statements of Comprehensive Income	5
	Consolidated Statements of Cash Flows	6
	Consolidated Statements of Stockholders’ Equity	7
	Notes to Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	36
Item 4.	Controls and Procedures	36
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sale of Equity Securities and Use of Proceeds	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
Signatures		39

* As used herein, the terms “RPM” and the “Company” refer to RPM International Inc. and its subsidiaries, unless the context indicates otherwise.

2

PART I. – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RPM INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except per share amounts)

	November 30, 2024			May 31, 2024
Assets
Current Assets
Cash and cash equivalents	$	268,683		$	237,379
Trade accounts receivable (less allowances of $52,671 and $48,763, respectively)		1,290,536			1,419,445
Inventories		995,262			956,465
Prepaid expenses and other current assets		326,155			282,059
Total current assets		2,880,636			2,895,348
Property, Plant and Equipment, at Cost		2,615,862			2,515,847
Allowance for depreciation		(1,238,798	)		(1,184,784	)
Property, plant and equipment, net		1,377,064			1,331,063
Other Assets
Goodwill		1,341,129			1,308,911
Other intangible assets, net of amortization		512,568			512,972
Operating lease right-of-use assets		353,706			331,555
Deferred income taxes		35,945			33,522
Other		182,022			173,172
Total other assets		2,425,370			2,360,132
Total Assets	$	6,683,070		$	6,586,543
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable	$	672,921		$	649,650
Current portion of long-term debt		6,060			136,213
Accrued compensation and benefits		213,999			297,249
Accrued losses		35,126			32,518
Other accrued liabilities		365,781			350,434
Total current liabilities		1,293,887			1,466,064
Long-Term Liabilities
Long-term debt, less current maturities		2,019,846			1,990,935
Operating lease liabilities		304,517			281,281
Other long-term liabilities		244,891			214,816
Deferred income taxes		102,279			121,222
Total long-term liabilities		2,671,533			2,608,254
Contingencies and Accrued Losses (Note 13)
Stockholders' Equity
Preferred stock, par value $0.01; authorized 50,000 shares; none issued		—			—
Common stock, par value $0.01; authorized 300,000 shares;    issued 146,211 and outstanding 128,568 as of November 30, 2024;    issued 145,779 and outstanding 128,629 as of May 31, 2024		1,286			1,286
Paid-in capital		1,164,301			1,150,751
Treasury stock, at cost		(915,818	)		(864,502	)
Accumulated other comprehensive (loss)		(580,763	)		(537,290	)
Retained earnings		3,047,021			2,760,639
Total RPM International Inc. stockholders' equity		2,716,027			2,510,884
Noncontrolling Interest		1,623			1,341
Total equity		2,717,650			2,512,225
Total Liabilities and Stockholders' Equity	$	6,683,070		$	6,586,543

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

3

RPM INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
	2024			2023			2024			2023
Net Sales	$	1,845,318		$	1,792,275		$	3,814,107		$	3,804,132
Cost of Sales		1,080,774			1,044,047			2,212,890			2,227,287
Gross Profit		764,544			748,228			1,601,217			1,576,845
Selling, General and Administrative Expenses		529,836			523,289			1,055,982			1,054,321
Restructuring Expense		7,557			1,239			14,759			7,737
Interest Expense		23,177			30,348			47,611			62,166
Investment (Income), Net		(8,526	)		(5,289	)		(19,552	)		(17,728	)
Other (Income) Expense, Net		(482	)		2,817			(1,016	)		5,371
Income Before Income Taxes		212,982			195,824			503,433			464,978
Provision for Income Taxes		29,532			50,009			91,429			117,850
Net Income		183,450			145,815			412,004			347,128
Less: Net Income Attributable to Noncontrolling Interests		246			310			1,108			541
Net Income Attributable to RPM International Inc. Stockholders	$	183,204		$	145,505		$	410,896		$	346,587
Average Number of Shares of Common Stock Outstanding:
Basic		127,658			127,758			127,675			127,816
Diluted		128,344			128,249			128,392			128,312
Earnings per Share of Common Stock Attributable to RPM International Inc. Stockholders:
Basic	$	1.43		$	1.13		$	3.21		$	2.70
Diluted	$	1.42		$	1.13		$	3.19		$	2.69

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

4

RPM INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands)

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
	2024			2023			2024			2023
Net Income	$	183,450		$	145,815		$	412,004		$	347,128
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net of tax		(42,341	)		(44	)		(46,113	)		8,809
Pension and other postretirement benefit liability adjustments, net of tax		2,200			3,446			2,058			6,610
Unrealized (loss) gain on securities, net of tax		(47	)		94			586			(163	)
Total other comprehensive (loss) income		(40,188	)		3,496			(43,469	)		15,256
Total Comprehensive Income		143,262			149,311			368,535			362,384
Less: Comprehensive Income Attributable to Noncontrolling Interests		231			307			1,112			552
Comprehensive Income Attributable to RPM International Inc. Stockholders	$	143,031		$	149,004		$	367,423		$	361,832

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

5

RPM INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(In thousands)

	Six Months Ended
	November 30,			November 30,
	2024			2023
Cash Flows from Operating Activities:
Net income	$	412,004		$	347,128
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		92,743			84,177
Deferred income taxes		(31,252	)		(5,574	)
Stock-based compensation expense		13,549			17,147
Net (gain) on marketable securities		(10,684	)		(6,226	)
Net loss on sales of assets and businesses		-			3,623
Other		(335	)		4,007
Changes in assets and liabilities, net of effect from purchases and sales of businesses:
Decrease in receivables		122,603			272,262
(Increase) decrease in inventory		(42,981	)		37,243
(Increase) decrease in prepaid expenses and other current and long-term assets		(11,193	)		21,260
Increase (decrease) in accounts payable		34,364			(11,806	)
(Decrease) in accrued compensation and benefits		(84,929	)		(53,980	)
Increase in accrued losses		2,827			8,332
Increase in other accrued liabilities		30,792			50,188
Cash Provided by Operating Activities		527,508			767,781
Cash Flows from Investing Activities:
Capital expenditures		(100,732	)		(89,300	)
Acquisition of businesses, net of cash acquired		(85,649	)		(15,404	)
Purchase of marketable securities		(23,533	)		(22,057	)
Proceeds from sales of marketable securities		12,802			13,796
Other		(1,424	)		1,326
Cash (Used for) Investing Activities		(198,536	)		(111,639	)
Cash Flows from Financing Activities:
Additions to long-term and short-term debt		25,086			-
Reductions of long-term and short-term debt		(134,022	)		(449,485	)
Cash dividends		(124,514	)		(113,325	)
Repurchases of common stock		(35,000	)		(25,000	)
Shares of common stock returned for taxes		(16,150	)		(20,689	)
Payments of acquisition-related contingent consideration		(1,122	)		(1,082	)
Other		(689	)		(713	)
Cash (Used for) Financing Activities		(286,411	)		(610,294	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(11,257	)		1,111
Net Change in Cash and Cash Equivalents		31,304			46,959
Cash and Cash Equivalents at Beginning of Period		237,379			215,787
Cash and Cash Equivalents at End of Period	$	268,683		$	262,746
Supplemental Disclosures of Cash Flows Information:
Cash paid during the period for:
Interest	$	47,989		$	61,586
Income Taxes, net of refunds	$	129,963		$	124,518
Supplemental Disclosures of Noncash Investing Activities:
Capital expenditures accrued within accounts payable at quarter-end	$	16,406		$	12,463

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

6

RPM INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In thousands)

	Common Stock											Accumulated
	Number											Other						Total RPM
	of			Par/Stated			Paid-In		Treasury			Comprehensive			Retained			International			Noncontrolling			Total
	Shares			Value			Capital		Stock			(Loss) Income			Earnings			Inc. Equity			Interests			Equity
Balance at June 1, 2024		128,629		$	1,286		$	1,150,751	$	(864,502	)	$	(537,290	)	$	2,760,639		$	2,510,884		$	1,341		$	2,512,225
Net income		-			-			-		-			-			227,692			227,692			862			228,554
Other comprehensive (loss) income		-			-			-		-			(3,300	)		-			(3,300	)		19			(3,281	)
Dividends declared and paid ($0.46 per share)		-			-			-		-			-			(58,892	)		(58,892	)		-			(58,892	)
Other noncontrolling interest activity		-			-			-		-			-			-			-			(122	)		(122	)
Share repurchases under repurchase program		(152	)		(1	)		1		(17,500	)		-			-			(17,500	)		-			(17,500	)
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes		225			2			6,225		(15,684	)		-			-			(9,457	)		-			(9,457	)
Balance at August 31, 2024		128,702		$	1,287		$	1,156,977	$	(897,686	)	$	(540,590	)	$	2,929,439		$	2,649,427		$	2,100		$	2,651,527
Net income		-			-			-		-			-			183,204			183,204			246			183,450
Other comprehensive (loss)		-			-			-		-			(40,173	)		-			(40,173	)		(15	)		(40,188	)
Dividends declared and paid ($0.51 per share)		-			-			-		-			-			(65,622	)		(65,622	)		-			(65,622	)
Other noncontrolling interest activity		-			-			-		-			-			-			-			(708	)		(708	)
Share repurchases under repurchase program and related excise tax		(129	)		(1	)		1		(17,478	)		-			-			(17,478	)		-			(17,478	)
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes		(5	)		-			7,323		(654	)		-			-			6,669			-			6,669
Balance at November 30, 2024		128,568		$	1,286		$	1,164,301	$	(915,818	)	$	(580,763	)	$	3,047,021		$	2,716,027		$	1,623		$	2,717,650

	Common Stock											Accumulated
	Number											Other						Total RPM
	of			Par/Stated			Paid-In		Treasury			Comprehensive			Retained			International			Noncontrolling			Total
	Shares			Value			Capital		Stock			(Loss) Income			Earnings			Inc. Equity			Interests			Equity
Balance at June 1, 2023		128,766		$	1,288		$	1,124,825	$	(784,463	)	$	(604,935	)	$	2,404,125		$	2,140,840		$	2,160		$	2,143,000
Net income		-			-			-		-			-			201,082			201,082			231			201,313
Other comprehensive income		-			-			-		-			11,746			-			11,746			14			11,760
Dividends declared and paid ($0.42 per share)		-			-			-		-			-			(54,065	)		(54,065	)		-			(54,065	)
Other noncontrolling interest activity		-			-			-		-			-			-			-			(712	)		(712	)
Share repurchases under repurchase program		(122	)		(1	)		1		(12,500	)		-			-			(12,500	)		-			(12,500	)
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes		318			3			9,115		(15,078	)		-			-			(5,960	)		-			(5,960	)
Balance at August 31, 2023		128,962		$	1,290		$	1,133,941	$	(812,041	)	$	(593,189	)	$	2,551,142		$	2,281,143		$	1,693		$	2,282,836
Net income		-			-			-		-			-			145,505			145,505			310			145,815
Other comprehensive income		-			-			-		-			3,499			-			3,499			(3	)		3,496
Dividends declared and paid ($0.46 per share)		-			-			-		-			-			(59,260	)		(59,260	)		-			(59,260	)
Share repurchases under repurchase program		(132	)		(1	)		1		(12,500	)		-			-			(12,500	)		-			(12,500	)
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes		42			-			8,028		(5,861	)		-			-			2,167			-			2,167
Balance at November 30, 2023		128,872		$	1,289		$	1,141,970	$	(830,402	)	$	(589,690	)	$	2,637,387		$	2,360,554		$	2,000		$	2,362,554

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

7

RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 1 — CONSOLIDATION, NONCONTROLLING INTERESTS AND BASIS OF PRESENTATION

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the U.S. (“GAAP”) for interim financial information and the instructions to Form 10-Q. In our opinion, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation have been included for the three- and six-month periods ended November 30, 2024 and 2023. For further information, refer to the Consolidated Financial Statements and Notes included in our Annual Report on Form 10-K for the year ended May 31, 2024.

Our financial statements include all of our majority-owned subsidiaries. We account for our investments in less-than-majority-owned joint ventures, for which we have the ability to exercise significant influence, under the equity method. Effects of transactions between related companies are eliminated in consolidation.

Noncontrolling interests are presented in our Consolidated Financial Statements as if parent company investors (controlling interests) and other minority investors (noncontrolling interests) in partially-owned subsidiaries have similar economic interests in a single entity. As a result, investments in noncontrolling interests are reported as equity in our Consolidated Financial Statements. Additionally, our Consolidated Financial Statements include 100% of a controlled subsidiary’s earnings, rather than only our share. Transactions between the parent company and noncontrolling interests are reported in equity as transactions between stockholders, provided that these transactions do not create a change in control.

Our business is dependent on external weather factors. Historically, we have experienced strong sales and net income in our first, second and fourth fiscal quarters comprising the three-month periods ending August 31, November 30, and May 31, respectively, with weaker performance in our third fiscal quarter (December through February).

NOTE 2 — NEW ACCOUNTING PRONOUNCEMENTS

New Pronouncements Adopted

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50)," which is intended to establish disclosures that enhance the transparency of a supplier finance program used by an entity in connection with the purchase of goods and services. This guidance requires annual and interim disclosure of the key terms of outstanding supplier finance programs, the amount outstanding under such programs including where they are recorded on the balance sheet, and a roll-forward of the related obligations. The new standard does not affect the recognition, measurement, or financial statement presentation of the supplier finance program obligations. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. We adopted the new standard on June 1, 2023, on a retrospective basis other than the roll-forward guidance, which we plan to adopt on a prospective basis beginning with our fiscal 2025 annual financial statements. As of adoption on June 1, 2023, we did not have any material supplier finance program obligations; however, we began such an arrangement during the fourth quarter of fiscal 2024. Refer to Note 14, “Supply Chain Financing,” to the Consolidated Financial Statements.

New Pronouncements Issued

In November 2024, the FASB issued ASU 2024-03, " Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)." Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. We are currently evaluating this ASU to determine its impact on our disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which requires a public business entity to disclose specific categories in its annual effective tax rate reconciliation and disaggregated information about significant reconciling items by jurisdiction and by nature. The ASU also requires entities to disclose their income tax payments (net of refunds) to international, federal, and state and local jurisdictions. The guidance makes several other changes to income tax disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2024, on a retrospective or prospective basis. Early adoption is permitted. We are currently evaluating this ASU to determine its impact on our disclosures.

8

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which expands disclosures about a public business entity's reportable segments and provides for more detailed information about a reportable segment's expenses. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. We are currently evaluating this ASU to determine its impact on our disclosures.

NOTE 3 — RESTRUCTURING

We record restructuring charges associated with management-approved restructuring plans to either reorganize one or more of our business segments, or to remove duplicative headcount and infrastructure associated with our businesses. Restructuring charges can include severance costs to eliminate a specified number of associates, infrastructure charges to vacate facilities and consolidate operations, contract cancellation costs and other costs. We record the short-term portion of our restructuring liability in other accrued liabilities and the long-term portion, if any, in other long-term liabilities in our Consolidated Balance Sheets.

In August 2022, we approved and announced our Margin Achievement Plan 2025 (“MAP 2025”), which is a multi-year restructuring plan 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. 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.

The current total expected costs associated with this plan are outlined below and decreased approximately $0.9 million compared to our prior quarter estimate, attributable to decreases in expected facility closure and other related costs of $1.6 million and increases in expected severance and benefit charges of $0.7 million. Throughout our MAP 2025 initiative, we will continue to assess and find areas of improvement and cost savings. As such, the final implementation of the aforementioned phases and total expected costs are subject to change.

USL Restructuring

During the quarter ended August 31, 2023, we recognized a loss on sale of $4.5 million in connection with the divestiture of USL’s Bridgecare services division. The Bridgecare division was a contracting business focused on the installation of joints and waterproofing in the UK. The loss on this sale was included in selling, general and administrative ("SG&A") expenses in our Consolidated Statements of Income and net loss on sales of assets and businesses in our Consolidated Statements of Cash Flows.

Additionally, during the quarter ended August 31, 2023, in connection with MAP 2025, we realigned certain businesses and management structures within our segments. Within our PCG segment, certain businesses of our USL reporting unit were transferred to our Fibergrate, Carboline and Stonhard reporting units. As a result of this change in our market strategy, we performed an interim impairment assessment of the USL indefinite-lived tradename. Calculating the fair value of the USL’s indefinite-lived tradename required the use of various estimates and assumptions. We estimated the fair value of USL’s indefinite-lived tradename by applying a relief-from-royalty calculation, which included discounted future cash flows related to projected revenues impacted by this decision. In applying this methodology, we relied on a number of factors, including actual and forecasted revenues and market data. As the carrying amount of the tradename exceeded its fair value, an impairment loss of $3.3 million was recorded for the three months ended August 31, 2023. This impairment loss was classified as restructuring expense within our PCG segment.

9

Following is a summary of the charges recorded in connection with MAP 2025 by reportable segment for the three- and six-month periods ending November 30, 2024, as well as the total expected costs related to projects identified to date:

	Three Months Ended		Six Months Ended		Cumulative Costs			Total Expected
(In thousands)	November 30, 2024		November 30, 2024		to Date			Costs
Construction Products Group ("CPG") Segment:
Severance and benefit costs	$	938	$	1,828	$	17,031		$	20,306
Facility closure and other related costs		294		670		1,278			6,498
Total Charges	$	1,232	$	2,498	$	18,309		$	26,804
Performance Coatings Group ("PCG") Segment:
Severance and benefit costs	$	917	$	1,067	$	4,926		$	5,491
Facility closure and other related costs		7		12		184			1,493
Other restructuring costs		-		-		7,092			7,092
Total Charges	$	924	$	1,079	$	12,202		$	14,076
Consumer Segment:
Severance and benefit costs	$	3,418	$	7,356	$	17,129		$	18,014
Facility closure and other related costs		437		457		1,234			2,198
Total Charges	$	3,855	$	7,813	$	18,363		$	20,212
Specialty Products Group ("SPG") Segment:
Severance and benefit costs	$	409	$	1,890	$	5,589		$	5,629
Facility closure and other related costs		1,137		1,479		2,014			3,078
Total Charges	$	1,546	$	3,369	$	7,603		$	8,707
Corporate/Other Segment:
Severance and benefit (credits)	$	-	$	-	$	(50	)	$	(50	)
Total Charges	$	-	$	-	$	(50	)	$	(50	)
Consolidated:
Severance and benefit costs	$	5,682	$	12,141	$	44,625		$	49,390
Facility closure and other related costs		1,875		2,618		4,710			13,267
Other restructuring costs		-		-		7,092			7,092
Total Charges	$	7,557	$	14,759	$	56,427		$	69,749

10

Following is a summary of the charges recorded in connection with MAP 2025 by reportable segment for the three- and six-month periods ending November 30, 2023:

	Three Months Ended		Six Months Ended
(In thousands)	November 30, 2023		November 30, 2023
CPG Segment:
Severance and benefit costs	$	387	$	802
Total Charges	$	387	$	802
PCG Segment:
Severance and benefit costs	$	213	$	1,044
Facility closure and other related costs		93		123
Other restructuring costs (a)		-		4,555
Total Charges	$	306	$	5,722
Consumer Segment:
Severance and benefit costs	$	35	$	35
Facility closure and other related costs		-		14
Total Charges	$	35	$	49
SPG Segment:
Severance and benefit costs	$	482	$	1,135
Facility closure and other related costs		29		29
Total Charges	$	511	$	1,164
Consolidated:
Severance and benefit costs	$	1,117	$	3,016
Facility closure and other related costs		122		166
Other restructuring costs		-		4,555
Total Charges	$	1,239	$	7,737

(a)Of the $4.6 million of other restructuring costs incurred for the six-month period ending November 30, 2023, $3.3 million is associated with the impairment of an indefinite-lived tradename as described above.

A summary of the activity in the restructuring reserves related to MAP 2025 is as follows:

(in thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs		Total
Balance at August 31, 2024	$	16,611		$	25		$	-	$	16,636
Additions charged to expense		5,682			1,875			-		7,557
Cash payments charged against reserve		(3,960	)		(1,611	)		-		(5,571	)
Non-cash charges and other adjustments		(708	)		-			-		(708	)
Balance at November 30, 2024	$	17,625		$	289		$	-	$	17,914

(In thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs		Total
Balance at June 1, 2024	$	17,351		$	18		$	-	$	17,369
Additions charged to expense		12,141			2,618			-		14,759
Cash payments charged against reserve		(11,403	)		(2,347	)		-		(13,750	)
Non-cash charges and other adjustments		(464	)		-			-		(464	)
Balance at November 30, 2024	$	17,625		$	289		$	-	$	17,914

11

(In thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs		Total
Balance at August 31, 2023	$	2,510		$	-		$	-	$	2,510
Additions charged to expense		1,117			122			-		1,239
Cash payments charged against reserve		(884	)		(122	)		-		(1,006	)
Non-cash charges and other adjustments		62			-			-		62
Balance at November 30, 2023	$	2,805		$	-		$	-	$	2,805

(In thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs			Total
Balance at June 1, 2023	$	2,717		$	-		$	-		$	2,717
Additions charged to expense		3,016			166			4,555			7,737
Cash payments charged against reserve		(2,945	)		(166	)		-			(3,111	)
Non-cash charges and other adjustments		17			-			(4,555	)		(4,538	)
Balance at November 30, 2023	$	2,805		$	-		$	-		$	2,805

NOTE 4 — FAIR VALUE MEASUREMENTS

Financial instruments recorded in the Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, marketable securities, notes and accounts payable, and debt.

An allowance for credit losses is established for trade accounts receivable using assessments of current creditworthiness of customers, historical collection experience, the aging of receivables and other currently available evidence. Trade accounts receivable balances are written-off against the allowance if a final determination of uncollectibility is made. All provisions for allowance for doubtful collection of accounts are included in SG&A expense.

The valuation techniques utilized for establishing the fair values of assets and liabilities are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect management’s market assumptions. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value, as follows:

Level 1 Inputs — Quoted prices for identical instruments in active markets.

Level 2 Inputs — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs — Instruments with primarily unobservable value drivers.

The following tables present our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at November 30, 2024
Available-for-sale debt securities:
U.S. Treasury and other government	$	-	$	23,120	$	-	$	23,120
Corporate bonds		-		143		-		143
Total available-for-sale debt securities		-		23,263		-		23,263
Marketable equity securities:
Stocks – foreign		1,688		-		-		1,688
Stocks – domestic		10,223		-		-		10,223
Mutual funds – foreign		-		44,127		-		44,127
Mutual funds – domestic		-		97,946		-		97,946
Total marketable equity securities		11,911		142,073		-		153,984
Total	$	11,911	$	165,336	$	-	$	177,247

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(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Fair Value at May 31, 2024
Available-for-sale debt securities:
U.S. Treasury and other government	$	-	$	26,559	$	-		$	26,559
Corporate bonds		-		138		-			138
Total available-for-sale debt securities		-		26,697		-			26,697
Marketable equity securities:
Stocks – foreign		1,518		-		-			1,518
Stocks – domestic		9,028		-		-			9,028
Mutual funds – foreign		-		39,114		-			39,114
Mutual funds – domestic		-		77,966		-			77,966
Total marketable equity securities		10,546		117,080		-			127,626
Contingent consideration		-		-		(2,229	)		(2,229	)
Total	$	10,546	$	143,777	$	(2,229	)	$	152,094

Our investments in available-for-sale debt securities and marketable equity securities are valued using a market approach. The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors, including the type of instrument, whether the instrument is actively traded and other characteristics particular to the transaction. For most of our financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment.

The contingent consideration represents the estimated fair value of the additional variable cash consideration payable in connection with recent acquisitions that is contingent upon the achievement of certain performance milestones. We estimated the fair value using expected future cash flows over the period in which the obligation is expected to be settled which is considered to be a Level 3 input. During the first half of fiscal 2025, we paid approximately $2.2 million to satisfy contingent consideration obligations relating to certain performance milestones that were established in prior periods and achieved during the current year. During the first half of fiscal 2024, we paid approximately $1.1 million to satisfy contingent consideration obligations relating to certain performance milestones that were established in prior periods and achieved during fiscal 2024. In the Consolidated Statements of Cash Flows, payments of acquisition-related contingent consideration for the amount recognized at fair value as of the acquisition date are reported in cash flows from financing activities, while payments of contingent consideration in excess of fair value as of the acquisition date, are reported in cash flows from operating activities within other accrued liabilities.

The carrying value of our current financial instruments, which include cash and cash equivalents, marketable securities, trade accounts receivable, accounts payable and short-term debt approximates fair value because of the short-term maturity of these financial instruments. At November 30, 2024 and May 31, 2024, the fair value of our long-term debt was estimated using active market quotes, based on our current incremental borrowing rates for similar types of borrowing arrangements, which are Level 2 inputs. Based on the analysis performed, the fair value and the carrying value of our long-term debt as of November 30, 2024 and May 31, 2024 is as follows:

	At November 30, 2024
(In thousands)	Carrying Value		Fair Value
Long-term debt, including current portion	$	2,025,906	$	1,944,328
	At May 31, 2024
(In thousands)	Carrying Value		Fair Value
Long-term debt, including current portion		2,127,148		1,979,359

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NOTE 5 — INVESTMENT (INCOME), NET

Investment (income), net, consists of the following components:

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
(In thousands)	2024			2023			2024			2023
Interest (income)	$	(3,080	)	$	(4,897	)	$	(7,063	)	$	(10,348	)
Net (gain) loss on marketable securities		(4,713	)		225			(10,684	)		(6,226	)
Dividend (income)		(733	)		(617	)		(1,805	)		(1,154	)
Investment (income), net	$	(8,526	)	$	(5,289	)	$	(19,552	)	$	(17,728	)

Net (Gain) Loss on Marketable Securities

	Three Months Ended					Six Months Ended
	November 30,			November 30,		November 30,			November 30,
(In thousands)	2024			2023		2024			2023
Unrealized (gains) losses on marketable equity securities	$	(4,727	)	$	103	$	(10,505	)	$	(6,424	)
Realized (gains) losses on marketable equity securities		(70	)		87		(265	)		132
Realized losses on available-for-sale debt securities		84			35		86			66
Net (gain) loss on marketable securities	$	(4,713	)	$	225	$	(10,684	)	$	(6,226	)

NOTE 6 — OTHER (INCOME) EXPENSE, NET

Other (income) expense, net, consists of the following components:

	Three Months Ended					Six Months Ended
	November 30,			November 30,		November 30,			November 30,
(In thousands)	2024			2023		2024			2023
Pension non-service (credits) costs	$	(25	)	$	2,785	$	(52	)	$	5,566
Other		(457	)		32		(964	)		(195	)
Other (income) expense, net	$	(482	)	$	2,817	$	(1,016	)	$	5,371

NOTE 7 — INCOME TAXES

The effective income tax rate of 13.9% for the three months ended November 30, 2024 compares to the effective income tax rate of 25.5% for the three months ended November 30, 2023. The effective income tax rate of 18.2% for the six months ended November 30, 2024 compares to the effective income tax rate of 25.3% for the six months ended November 30, 2023.

The effective income tax rates for the three- and six-month periods ended November 30, 2024 and 2023 reflect variances from the 21% statutory rate due to the unfavorable impact of state and local income taxes, non-deductible business expenses, and the net tax on foreign subsidiary income resulting from the global intangible low-taxed income provisions, partially offset by tax benefits related to equity compensation and foreign tax credits.

Additionally, the effective income tax rate for the current three- and six-month periods ended November 30, 2024, reflect adjustments made to our deferred income taxes. During the quarter ended November 30, 2024, we reassessed certain of our income tax positions following recent developments in U.S. income tax case law. Based on our current analysis and interpretations, we recorded a gross favorable income tax adjustment of $43.9 million which reflects an increase in our deferred income tax assets for U.S. foreign tax credit carryforwards. Further, we assessed our ability to fully realize the deferred income tax assets associated with these incremental U.S. foreign tax credits during the respective carryforward periods. As of November 30, 2024, we concluded that a valuation allowance of $22.1 million should be recorded. The valuation allowance reduces the benefit for the aforementioned gross deferred tax asset adjustment to a net amount of $21.8 million, which reflects our current estimate of the amount of the deferred tax asset for these credits we expect to realize during the carryforward periods.

The effective income tax rate for the six-month period ended November 30, 2024, also reflects a favorable adjustment for incremental U.S. foreign tax credits associated with a distribution of historic foreign earnings that were previously not considered to be permanently reinvested. The distribution of such earnings was done in conjunction with the execution of global cash redeployment and debt optimization projects.

Our deferred tax liability for unremitted foreign earnings was adjusted to $4.1 million as of May 31, 2024. The $4.1 million represented our estimate of the net tax cost of remitting of $285.6 million of foreign earnings that were not considered to be permanently reinvested. As of November 30, 2024, the amount of these earnings has changed to $157.2 million and we no longer have a tax liability associated

14

with remitting these earnings. The reduction to the earnings amounts no longer permanently reinvested is due principally to distributions of such earnings during the quarter. We have not provided for foreign withholding or income taxes on the remaining foreign subsidiaries’ undistributed earnings because such earnings have been retained and reinvested by the subsidiaries as of November 30, 2024. Accordingly, no provision has been made for foreign withholding or income taxes, which may become payable if the remaining undistributed earnings of foreign subsidiaries were remitted to us as dividends.

The Organization for Economic Co-operation and Development (“OECD”) has proposed a framework comprised of rules and models, collectively referred to as Pillar Two (“P2”), that are designed to ensure that certain multi-national enterprises pay a minimum tax rate of 15% on reported profits arising in each jurisdiction where they operate. Although the OECD provided a framework for applying the minimum tax, individual countries have and may continue to enact P2 rules that are different than the OECD framework. While we continue to monitor P2 developments, we do not anticipate that P2 will have a material impact on our long-term financial position.

NOTE 8 — INVENTORIES

Inventories, net of reserves, were composed of the following major classes:

(In thousands)	November 30, 2024		May 31, 2024
Raw material and supplies	$	376,763	$	354,428
Finished goods		618,499		602,037
Total Inventory, Net of Reserves	$	995,262	$	956,465

NOTE 9 — STOCK REPURCHASE PROGRAM

On January 8, 2008, we announced our authorization of a stock repurchase program under which we may repurchase shares of RPM International Inc. common stock at management’s discretion. As announced on November 28, 2018, our goal was to return $1.0 billion in capital to stockholders by May 31, 2021 through share repurchases and the retirement of our convertible note during fiscal 2019. On April 16, 2019, after taking into account share repurchases under our existing stock repurchase program to date, our Board of Directors authorized the repurchase of the remaining $600.0 million in value of RPM International Inc. common stock by May 31, 2021.

As previously announced, given macroeconomic uncertainty resulting from the Covid pandemic, we had suspended stock repurchases under the program, but in January 2021, our Board of Directors authorized the resumption of the stock repurchases. At the time of resuming the program, $469.7 million of shares of common stock remained available for repurchase. The Board of Directors also extended the stock repurchase program beyond its original May 31, 2021 expiration date until such time that the remaining $469.7 million of capital has been returned to our stockholders.

As a result, we may repurchase shares from time to time in the open market or in private transactions at various times and in amounts and for prices that our management deems appropriate, subject to insider trading rules and other securities law restrictions. The timing of our purchases will depend upon prevailing market conditions, alternative uses of capital and other factors. We may limit or terminate the repurchase program at any time.

During the three months ended November 30, 2024, we repurchased 128,869 shares of our common stock at a cost of approximately $17.5 million, or an average of $135.79 per share, under this program. During the three months ended November 30, 2023, we repurchased 131,858 shares of our common stock at a cost of $12.5 million, or an average of $94.80 per share, under this program. During the six months ended November 30, 2024, we repurchased 281,015 shares of our common stock at a cost of approximately $35.0 million, or an average of $124.55 per share, under this program. During the six months ended November 30, 2023, we repurchased 254,283 shares of our common stock at a cost of $25.0 million, or an average of $98.32 per share, under this program. The maximum dollar amount that may yet be repurchased under our stock repurchase program was approximately $227.3 million at November 30, 2024.

15

NOTE 10 — ACCUMULATED OTHER COMPREHENSIVE (LOSS)

Accumulated other comprehensive (loss) consists of the following components:

				Pension And
				Other
	Foreign			Postretirement			Unrealized		Unrealized
	Currency			Benefit			Gain		Gain (Loss)
Three Months Ended November 30, 2024	Translation			Liability			(Loss) On		On
(In thousands)	Adjustments			Adjustments			Derivatives		Securities			Total
Balance at August 31, 2024	$	(465,638	)	$	(84,789	)	$	11,405	$	(1,568	)	$	(540,590	)
Current period comprehensive (loss) income		(42,679	)		-			-		97			(42,582	)
Income taxes associated with current period comprehensive income (loss)		353			-			-		(23	)		330
Amounts reclassified from accumulated other comprehensive income (loss)		-			2,968			-		(141	)		2,827
Income taxes reclassified into earnings		-			(768	)		-		20			(748	)
Balance at November 30, 2024	$	(507,964	)	$	(82,589	)	$	11,405	$	(1,615	)	$	(580,763	)

				Pension And
				Other
	Foreign			Postretirement			Unrealized		Unrealized
	Currency			Benefit			Gain		Gain (Loss)
Three Months Ended November 30, 2023	Translation			Liability			(Loss) On		On
(In thousands)	Adjustments			Adjustments			Derivatives		Securities			Total
Balance at August 31, 2023	$	(456,536	)	$	(145,600	)	$	11,405	$	(2,458	)	$	(593,189	)
Current period comprehensive (loss) income		(673	)		-			-		150			(523	)
Income taxes associated with current period comprehensive income (loss)		632			-			-		(16	)		616
Amounts reclassified from accumulated other comprehensive income (loss)		-			4,500			-		(45	)		4,455
Income taxes reclassified into earnings		-			(1,054	)		-		5			(1,049	)
Balance at November 30, 2023	$	(456,577	)	$	(142,154	)	$	11,405	$	(2,364	)	$	(589,690	)

				Pension And
				Other
	Foreign			Postretirement			Unrealized		Unrealized
	Currency			Benefit			Gain		Gain (Loss)
Six Months Ended November 30, 2024	Translation			Liability			(Loss) On		On
(In thousands)	Adjustments			Adjustments			Derivatives		Securities			Total
Balance at June 1, 2024	$	(461,847	)	$	(84,647	)	$	11,405	$	(2,201	)	$	(537,290	)
Current period comprehensive (loss) income		(43,958	)		(1,521	)		-		896			(44,583	)
Income taxes associated with current period comprehensive (loss) income		(69	)		-			-		(82	)		(151	)
Amounts reclassified from accumulated other comprehensive income (loss)		-			4,734			-		(265	)		4,469
Income taxes reclassified into earnings		(2,090	)		(1,155	)		-		37			(3,208	)
Balance at November 30, 2024	$	(507,964	)	$	(82,589	)	$	11,405	$	(1,615	)	$	(580,763	)

				Pension And
				Other
	Foreign			Postretirement			Unrealized		Unrealized
	Currency			Benefit			Gain		Gain (Loss)
Six Months Ended November 30, 2023	Translation			Liability			(Loss) On		On
(In thousands)	Adjustments			Adjustments			Derivatives		Securities			Total
Balance at June 1, 2023	$	(465,375	)	$	(148,764	)	$	11,405	$	(2,201	)	$	(604,935	)
Current period comprehensive (loss) income		9,117			-			-		67			9,184
Income taxes associated with current period comprehensive (loss) income		(319	)		-			-		(61	)		(380	)
Amounts reclassified from accumulated other comprehensive income (loss)		-			8,622			-		(179	)		8,443
Income taxes reclassified into earnings		-			(2,012	)		-		10			(2,002	)
Balance at November 30, 2023	$	(456,577	)	$	(142,154	)	$	11,405	$	(2,364	)	$	(589,690	)

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NOTE 11 — EARNINGS PER SHARE

The following table sets forth the reconciliation of the numerator and denominator of basic and diluted earnings per share ("EPS") for the three- and six-month periods ended November 30, 2024 and 2023.

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
(In thousands, except per share amounts)	2024			2023			2024			2023
Numerator for earnings per share:
Net income attributable to RPM International Inc. stockholders	$	183,204		$	145,505		$	410,896		$	346,587
Less: Allocation of earnings and dividends to participating securities		(739	)		(707	)		(1,615	)		(1,597	)
Net income available to common shareholders - basic		182,465			144,798			409,281			344,990
Add: Undistributed earnings reallocated to unvested shareholders		3			2			7			4
Net income available to common shareholders - diluted	$	182,468		$	144,800		$	409,288		$	344,994
Denominator for basic and diluted earnings per share:
Basic weighted average common shares		127,658			127,758			127,675			127,816
Average diluted options and awards		686			491			717			496
Total shares for diluted earnings per share (1)		128,344			128,249			128,392			128,312
Earnings Per Share of Common Stock Attributable to
RPM International Inc. Stockholders:
Basic Earnings Per Share of Common Stock	$	1.43		$	1.13		$	3.21		$	2.70
Method used to calculate basic earnings per share	Two-class			Two-class			Two-class			Two-class
Diluted Earnings Per Share of Common Stock	$	1.42		$	1.13		$	3.19		$	2.69
Method used to calculate diluted earnings per share	Two-class			Two-class			Two-class			Two-class

(1) The dilutive effect of performance-based restricted stock units is included when they have met minimum performance thresholds. The dilutive effect of SARs includes all outstanding awards except awards that are considered antidilutive. SARs are antidilutive when the exercise price exceeds the average market price of the Company’s common shares during the periods presented. For the three and six months ended November 30, 2024, approximately 300,000 and 230,000 shares of stock, respectively, granted under stock-based compensation plans were excluded from the calculation of diluted EPS, as the effect would have been anti-dilutive. For the three and six months ended November 30, 2023, approximately 360,000 and 280,000 shares of stock, respectively, granted under stock-based compensation plans were excluded from the calculation of diluted EPS, as the effect would have been anti-dilutive.

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NOTE 12 — PENSION PLANS

We offer defined benefit pension plans, defined contribution pension plans, and various postretirement benefit plans. The following tables provide the retirement-related benefit plans’ impact on income before income taxes for the three- and six-month periods ended November 30, 2024 and 2023:

	U.S. Plans						Non-U.S. Plans
	Three Months Ended						Three Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Pension Benefits	2024			2023			2024			2023
Service cost	$	10,804		$	10,913		$	1,120		$	887
Interest cost		9,795			8,992			1,963			1,935
Expected return on plan assets		(12,017	)		(10,518	)		(2,376	)		(2,400	)
Amortization of:
Prior service cost (credit)		1			1			(32	)		(31	)
Net actuarial losses recognized		2,153			4,205			294			209
Net Periodic Benefit Cost	$	10,736		$	13,593		$	969		$	600

	U.S. Plans						Non-U.S. Plans
	Three Months Ended						Three Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Postretirement Benefits	2024			2023			2024			2023
Service cost	$	-		$	-		$	425		$	569
Interest cost		21			22			318			390
Amortization of:
Net actuarial (gains) recognized		(6	)		(4	)		(140	)		(12	)
Net Periodic Benefit Cost	$	15		$	18		$	603		$	947

	U.S. Plans						Non-U.S. Plans
	Six Months Ended						Six Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Pension Benefits	2024			2023			2024			2023
Service cost	$	21,608		$	21,826		$	2,240		$	1,774
Interest cost		19,590			17,984			3,926			3,870
Expected return on plan assets		(24,034	)		(21,036	)		(4,752	)		(4,800	)
Amortization of:
Prior service cost (credit)		1			2			(64	)		(62	)
Net actuarial losses recognized		4,306			8,410			588			418
Net Periodic Benefit Cost	$	21,471		$	27,186		$	1,938		$	1,200

	U.S. Plans						Non-U.S. Plans
	Six Months Ended						Six Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Postretirement Benefits	2024			2023			2024			2023
Service cost	$	-		$	-		$	850		$	1,138
Interest cost		42			44			636			780
Amortization of:
Net actuarial (gains) recognized		(12	)		(8	)		(280	)		(24	)
Net Periodic Benefit Cost	$	30		$	36		$	1,206		$	1,894

Net periodic pension cost for fiscal 2025 is less than our fiscal 2024 cost due to an increase in expected return on plan assets and a reduction in the amortization of the net actuarial loss to be recognized. We expect that pension expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, and these fluctuations may have a material impact on our consolidated financial results in the future. We are required and expect to contribute approximately $5.9 million to plans outside the U.S. during the current fiscal year and we will evaluate whether to make additional contributions to plans in the U.S. and outside the U.S. throughout fiscal 2025.

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NOTE 13 — CONTINGENCIES AND ACCRUED LOSSES

Product Liability Matters

We provide, through our wholly-owned insurance subsidiaries, certain insurance coverage, primarily product liability coverage, to our other subsidiaries. Excess coverage is provided by third-party insurers. Our product liability accruals provide for these potential losses as well as other uninsured claims. Product liability accruals are established based upon actuarial calculations of potential liability using industry experience, actual historical experience and actuarial assumptions developed for similar types of product liability claims, including development factors and lag times. To the extent there is a reasonable possibility that potential losses could exceed the amounts already accrued, we believe that the amount of any such additional loss would be immaterial to our results of operations, liquidity and consolidated financial position.

Warranty Matters

We also offer warranties on many of our products, as well as long-term warranty programs at certain of our businesses, and have established product warranty liabilities. We review these liabilities for adequacy on a quarterly basis and adjust them as necessary. The primary factors that could affect these liabilities may include changes in performance rates as well as costs of replacement. Provision for estimated warranty costs is recorded at the time of sale and periodically adjusted, as required, to reflect actual experience. It is probable that we will incur future losses related to warranty claims we have received but that have not been fully investigated and related to claims not yet received. While our warranty liabilities represent our best estimates at November 30, 2024, we can provide no assurances that we will not experience material claims in the future or that we will not incur significant costs to resolve such claims beyond the amounts accrued or beyond what we may recover from our suppliers. Based upon the nature of the expense, product warranty expense is recorded as a component of cost of sales or within SG&A.

Also, due to the nature of our businesses, the amount of claims paid can fluctuate from one period to the next. While our warranty liabilities represent our best estimates of our expected losses at any given time, from time-to-time we may revise our estimates based on our experience relating to factors such as weather conditions, specific circumstances surrounding product installations and other factors.

The following table includes the changes in our accrued warranty balances:

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
(In thousands)	2024			2023			2024			2023
Beginning Balance	$	11,190		$	12,002		$	11,621		$	11,776
Deductions (1)		(8,459	)		(9,977	)		(14,601	)		(17,384	)
Provision charged to expense		8,947			10,626			14,658			18,259
Ending Balance	$	11,678		$	12,651		$	11,678		$	12,651

(1) Primarily claims paid during the period.

Environmental Matters

Like other companies participating in similar lines of business, some of our subsidiaries are involved in environmental remediation matters. It is our policy to accrue remediation costs when the liability is probable and the costs are reasonably estimable, which generally is not later than at completion of a feasibility study or when we have committed to an appropriate plan of action. We also take into consideration the estimated period of time over which payments may be required. The liabilities are reviewed periodically and, as investigation and remediation activities continue, adjustments are made as necessary. Liabilities for losses from environmental remediation obligations do not consider the effects of inflation and anticipated expenditures are not discounted to their present value. The liabilities are not offset by possible recoveries from insurance carriers or other third parties but do reflect anticipated allocations among potentially responsible parties at federal superfund sites or similar state-managed sites, third-party indemnity obligations, and an assessment of the likelihood that such parties will fulfill their obligations at such sites.

On December 19, 2024, a subsidiary in our Consumer segment received informal notification from the U.S. Environmental Protection Agency of the agency'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. Based on information currently known, we are not able to estimate the outcome of this matter or a possible range of loss, if any.

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Other Contingencies

One of our former subsidiaries in our SPG reportable segment has been the subject of a proceeding in which one of its former distributors brought suit against the subsidiary for breach of contract. Following a June 2017 trial, a jury determined that the distributor was not entitled to any damages on the distributor’s claims. On appeal, the Ninth Circuit Court of Appeals ordered a new trial with respect to certain issues. On December 10, 2021, a new jury awarded $6.0 million in damages to the distributor. Per the parties’ contracts, the distributor was also entitled to seek recovery of some portion of its attorneys’ fees and costs. On July 3, 2023, the Ninth Circuit Court of Appeals issued its decision rejecting the distributor's arguments and denying all appellate relief to the distributor, which also rendered our cross-appeal moot. On November 15, 2023, the U.S. District Court for the Eastern District of California issued an order awarding the distributor approximately $4.4 million in connection with attorney's fees and costs the distributor allegedly incurred throughout the duration of this legal action. As a result of this order, we increased our accrual to $10.4 million as of November 30, 2023. On December 27, 2023, we paid the $6.0 million judgment, and then decreased our accrual to approximately $4.4 million. However, because we strongly disagree with the District Court's order awarding attorneys’ fees and costs to the distributor, we timely filed an appeal of this order with the Ninth Circuit Court of Appeals, which remains pending. This contingency remains a liability of the Company.

One of our subsidiaries in our Consumer reportable segment has been the subject of a lawsuit filed in the United States District Court for the District of Oregon in which a former supplier of that subsidiary alleged that the subsidiary breached certain contractual obligations, misappropriated trade secrets, and committed fraud in connection with an Exclusive Sales Agreement and a Mutual Settlement Agreement and Release executed in November 2015 and 2017, respectively. Our subsidiary denied, and continues to deny, these allegations.

A jury trial commenced in this matter on September 17, 2024. On September 27, 2024, the jury rendered a verdict against our subsidiary for $190.0 million, consisting of both compensatory and punitive damages. We believe that the jury verdict is not supported by the facts of the case or applicable law, is the result of significant trial error, and there are strong grounds for appeal. The District Court has not yet entered any judgment against our subsidiary in relation to the verdict. Once entered, we intend to vigorously challenge the verdict and judgment through appropriate post-trial motions and appellate processes.

As a result, we believe that the likelihood that the amount of the judgment will be affirmed is not probable. We currently estimate a range of possible outcomes between approximately $0.5 million and $190.0 million, and we accrued a liability as of August 31, 2024, at the low end of the range, as no amount within the range is a better estimate than any other amount. This amount is reflected in accrued losses, and selling, general and administrative expenses in our consolidated financial statements as of and for the six-month period ended November 30, 2024. The ultimate loss to the Company with respect to the litigation matter could be materially different from the amount the Company has accrued. The Company cannot predict or estimate the duration or ultimate outcome of this matter.

Gain on Business Interruption Insurance

In April 2021, there was a significant plant explosion at a key alkyd resin supplier which caused severe supply chain disruptions. As a result of this disruption, the Consumer segment incurred incremental costs and lost sales during fiscal 2021 and 2022. A claim for these losses was submitted under our business interruption insurance policy. During the first half of fiscal 2024, the Consumer segment recovered $11.1 million from insurance. These proceeds were recorded as a gain of $0.8 million and $11.1 million for the three- and six-month periods ending November 30, 2023, respectively. No such proceeds were received during the first half of fiscal 2025. The insurance gains are recorded as a reduction to SG&A expenses in our Consolidated Statements of Income, and the proceeds are included within cash flows from operating activities in our Consolidated Statement of Cash Flows.

NOTE 14 — SUPPLY CHAIN FINANCING

During the fourth quarter of 2024, we began offering a supplier finance program with a financial institution, in which suppliers may elect to receive early payment from the financial institution on invoices issued to RPM. The financial institution enters into separate arrangements with suppliers directly to participate in the program. We do not determine the terms or conditions of such arrangements or participate in the transactions between the suppliers and the financial institution. There are no assets pledged by RPM under the supplier finance program. Our responsibility is limited to making payments to the financial institution based on payment terms originally negotiated with the suppliers, regardless of whether the financial institution pays the supplier in advance of the original due date. The range of payment terms RPM negotiates with suppliers are consistent, regardless of whether a supplier participates in the supply chain finance program. RPM or the financial institution may terminate participation in the program upon at least 30 days’ notice.

The total amount due to the financial institution to settle supplier invoices under the supply chain finance program was $22.9 million and $32.9 million as of November 30, 2024 and May 31, 2024, respectively. These amounts are included within accounts payable on the Consolidated Balance Sheets.

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NOTE 15 — REVENUE

We operate a portfolio of businesses that manufacture and sell a variety of product lines that include specialty paints, protective coatings, roofing systems, sealants and adhesives, among other things. We disaggregate revenues from the sales of our products and services based upon geographical location by each of our reportable segments, which are aligned by similar economic factors, trends and customers, which best depict the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. See Note 16, “Segment Information,” to the Consolidated Financial Statements for further details regarding our disaggregated revenues, as well as a description of each of the unique revenue streams related to each of our four reportable segments.

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. The majority of our revenue is recognized at a point in time. However, we also record revenues generated under construction contracts, mainly in connection with the installation of specialized roofing and flooring systems and related services. For certain polymer flooring installation projects, we account for our revenue using the output method, as we consider square footage of completed flooring to be the best measure of progress toward the complete satisfaction of the performance obligation. In contrast, for certain of our roofing installation projects, we account for our revenue using the input method, as that method is the best measure of performance as it considers costs incurred in relation to total expected project costs, which essentially represents the transfer of control for roofing systems to the customer. In general, for our construction contracts, we record contract revenues and related costs as our contracts progress on an over-time model.

We have elected to apply the practical expedient to recognize revenue net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Payment terms and conditions vary by contract type, although our customers’ payment terms generally include a requirement to pay within 30 to 60 days of fulfilling our performance obligations. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts generally do not include a significant financing component. We have elected to apply the practical expedient to treat all shipping and handling costs as fulfillment costs, as a significant portion of these costs are incurred prior to control transfer.

Significant Judgments

Our contracts with customers may include promises to transfer multiple products and/or services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For example, judgment is required to determine whether products sold in connection with the sale of installation services are considered distinct and accounted for separately, or not distinct and accounted for together with installation services and recognized over time.

We provide customer rebate programs and incentive offerings, including special pricing and co-operative advertising arrangements, promotions and other volume-based incentives. These customer programs and incentives are considered variable consideration and recognized as a reduction of net sales. Up-front consideration provided to customers is capitalized as a component of other assets and amortized over the estimated life of the contractual arrangement. We include in revenue variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the variable consideration is resolved. In general, this determination is made based upon known customer program and incentive offerings at the time of sale and expected sales volume forecasts as it relates to our volume-based incentives. This determination is updated each reporting period. Certain of our contracts include contingent consideration that is receivable only upon the final inspection and acceptance of a project. We include estimates of such variable consideration in our transaction price. Based on historical experience, we consider the probability-based expected value method appropriate to estimate the amount of such variable consideration.

Our products are generally sold with a right of return, and we may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. We record a right of return liability to accrue for expected customer returns. Historical actual returns are used to estimate future returns as a percentage of current sales. Obligations for returns and refunds were not material individually or in the aggregate.

We offer assurance type warranties on our products as well as separately sold warranty contracts. Revenue related to warranty contracts that are sold separately is recognized over the life of the warranty term. Warranty liabilities for our assurance type warranties are discussed further in Note 13, “Contingencies and Accrued Losses,” to the Consolidated Financial Statements.

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Contract Balances

Timing of revenue recognition may differ from the timing of invoicing customers. Our contract assets are recorded for products and services that have been provided to our customer but have not yet been billed and are included in prepaid expenses and other current assets in our Consolidated Balance Sheets. Our short-term contract liabilities consist of advance payments, or deferred revenue, and are included in other accrued liabilities in our Consolidated Balance Sheets.

Trade accounts receivable, net of allowances, and net contract assets consisted of the following:

(In thousands, except percentages)	November 30, 2024			May 31, 2024			$ Change			% Change
Trade accounts receivable, less allowances	$	1,290,536		$	1,419,445		$	(128,909	)		(9.1	%)
Contract assets	$	65,908		$	57,833		$	8,075			14.0	%
Contract liabilities - short-term		(42,997	)		(44,996	)		1,999			(4.4	%)
Net Contract Assets	$	22,911		$	12,837		$	10,074

The $10.1 million increase in our net contract assets from May 31, 2024 to November 30, 2024, resulted primarily due to the timing of construction jobs in progress at November 30, 2024 versus May 31, 2024. During the three- and six-month periods ending November 30, 2024, we recognized $10.5 million and $33.1 million of revenue, which was included in contract liabilities as of May 31, 2024. During the three- and six-month periods ending November 30, 2023, we recognized $7.2 million and $28.5 million of revenue, which was included in contract liabilities as of May 31, 2023.

We also record long-term deferred revenue, which amounted to $82.8 million and $81.7 million as of November 30, 2024 and May 31, 2024, respectively. The long-term portion of deferred revenue is related to warranty contracts and is included in other long-term liabilities in our Consolidated Balance Sheets.

We have elected to adopt the practical expedient to not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the reporting period for performance obligations that are part of a contract with an original expected duration of one year or less.

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. As our contract terms are primarily one year or less in duration, we have elected to apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include our internal sales force compensation program and certain incentive programs as we have determined annual compensation is commensurate with annual sales activities.

Allowance for Credit Losses

Our primary allowance for credit losses is the allowance for doubtful accounts. The allowance for doubtful accounts reduces the trade accounts receivable balance to the estimated net realizable value equal to the amount that is expected to be collected. The allowance was based on assessments of current creditworthiness of customers, historical collection experience, the aging of receivables and other currently available evidence. Trade accounts receivable balances are written-off against the allowance if a final determination of uncollectibility is made. All provisions for allowances for doubtful collection of accounts are included in SG&A expenses.

The following tables summarize the activity for the allowance for credit losses for the three and six months ended November 30, 2024 and 2023:

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
(In thousands)	2024			2023			2024			2023
Beginning Balance	$	49,106		$	56,584		$	48,763		$	49,482
Bad debt provision		5,981			2,892			6,928			10,588
Uncollectible accounts written off, net of recoveries		(1,429	)		(2,033	)		(2,215	)		(2,815	)
Translation adjustments		(987	)		5			(805	)		193
Ending Balance	$	52,671		$	57,448		$	52,671		$	57,448

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NOTE 16 — SEGMENT INFORMATION

We operate a portfolio of businesses and product lines that manufacture and sell a variety of specialty paints, protective coatings, roofing systems, flooring solutions, sealants, cleaners and adhesives. We manage our portfolio by organizing our businesses and product lines into four reportable segments 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. Our four operating segments represent components of our business for which separate financial information is available that is utilized on a regular basis by our chief operating decision maker in determining how to allocate the assets of the company and evaluate performance. These four operating segments are each managed by an operating segment manager, who is responsible for the day-to-day operating decisions and performance evaluation of the operating segment’s underlying businesses. We evaluate the profit performance of our segments primarily based on income before income taxes, but also look to earnings (loss) before interest and taxes (“EBIT”), as a performance evaluation measure because interest (income) expense, net is essentially related to corporate functions, as opposed to segment operations.

Our CPG reportable segment products and services are sold throughout North America and also account for a significant portion of our international sales. Our construction product lines are sold directly to manufacturers, contractors, distributors and end-users, including industrial manufacturing facilities, concrete and cement producers, public institutions and other commercial customers. Products and services within this reportable segment include 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.

Our PCG reportable 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. Products and services within this reportable segment include high-performance flooring solutions, corrosion control and fireproofing coatings, infrastructure repair systems and fiberglass reinforced plastic structures.

Our Consumer reportable segment manufactures and markets professional use and DIY products for a variety of mainly residential applications, including home improvement and personal leisure activities. Our Consumer reportable segment’s major manufacturing and distribution operations are located primarily in North America, along with a few locations in Europe, Australia and South America. Our Consumer reportable segment products are primarily sold directly to mass merchandisers, home improvement centers, hardware stores, paint stores, craft shops and through distributors. The Consumer reportable segment offers products that include specialty, hobby and professional paints; caulks; adhesives; cleaners; sandpaper and other abrasives; silicone sealants and wood stains.

Our SPG reportable segment products are sold throughout North America and internationally, primarily in Europe. Our SPG product lines are sold directly to contractors, distributors and end-users, such as industrial manufacturing facilities, public institutions and other commercial customers. 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. This category includes our corporate headquarters and related administrative expenses, results of our captive insurance companies, gains or losses on the sales of certain assets and other expenses not directly associated with any reportable segment. Assets related to the corporate/other category consist primarily of investments, prepaid expenses and headquarters’ property and equipment. These corporate and other assets and expenses reconcile reportable segment data to total consolidated income before income taxes and identifiable assets.

We reflect income from our joint ventures on the equity method and receive royalties from our licensees.

23

The following tables present a disaggregation of revenues by geography, and the results of our reportable segments consistent with our management philosophy, by representing the information we utilize, in conjunction with various strategic, operational and other financial performance criteria, in evaluating the performance of our portfolio of businesses.

Three Months Ended November 30, 2024	CPG Segment		PCG Segment		Consumer Segment		SPG Segment		Consolidated
(In thousands)
Net Sales (based on shipping location)
United States	$	432,088	$	227,455	$	476,656	$	154,304	$	1,290,503
Foreign
Canada		71,793		23,218		39,760		1,286		136,057
Europe		127,235		58,830		61,247		19,645		266,957
Latin America		59,000		10,304		6,872		828		77,004
Asia Pacific		-		29,950		5,712		8,789		44,451
Other Foreign		-		30,346		-		-		30,346
Total Foreign		258,028		152,648		113,591		30,548		554,815
Total	$	690,116	$	380,103	$	590,247	$	184,852	$	1,845,318
Three Months Ended November 30, 2023	CPG Segment		PCG Segment		Consumer Segment		SPG Segment		Consolidated
(In thousands)
Net Sales (based on shipping location)
United States	$	395,961	$	221,486	$	469,353	$	145,956	$	1,232,756
Foreign
Canada		70,181		25,301		39,601		1,303		136,386
Europe		126,915		58,452		57,646		20,905		263,918
Latin America		68,693		8,572		7,127		701		85,093
Asia Pacific		-		33,852		4,960		8,117		46,929
Other Foreign		-		27,193		-		-		27,193
Total Foreign		265,789		153,370		109,334		31,026		559,519
Total	$	661,750	$	374,856	$	578,687	$	176,982	$	1,792,275
Six Months Ended November 30, 2024	CPG Segment		PCG Segment		Consumer Segment		SPG Segment		Consolidated
(In thousands)
Net Sales (based on shipping location)
United States	$	970,981	$	451,025	$	986,324	$	303,659	$	2,711,989
Foreign
Canada		147,123		48,018		85,905		2,205		283,251
Europe		248,425		116,135		123,116		38,054		525,730
Latin America		117,578		19,455		12,821		1,608		151,462
Asia Pacific		-		59,394		10,555		13,891		83,840
Other Foreign		-		57,835		-		-		57,835
Total Foreign		513,126		300,837		232,397		55,758		1,102,118
Total	$	1,484,107	$	751,862	$	1,218,721	$	359,417	$	3,814,107
Six Months Ended November 30, 2023	CPG Segment		PCG Segment		Consumer Segment		SPG Segment		Consolidated
(In thousands)
Net Sales (based on shipping location)
United States	$	905,294	$	447,814	$	1,020,106	$	299,719	$	2,672,933
Foreign
Canada		149,342		49,547		85,941		2,432		287,262
Europe		254,871		122,122		118,512		41,381		536,886
Latin America		135,032		17,713		14,142		1,316		168,203
Asia Pacific		-		63,185		9,590		13,085		85,860
Other Foreign		-		52,988		-		-		52,988
Total Foreign		539,245		305,555		228,185		58,214		1,131,199
Total	$	1,444,539	$	753,369	$	1,248,291	$	357,933	$	3,804,132

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	Three Months Ended						Six Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Income (Loss) Before Income Taxes	2024			2023			2024			2023
CPG Segment	$	105,652		$	98,398		$	262,650		$	238,850
PCG Segment		63,773			61,502			128,065			106,323
Consumer Segment		88,311			98,066			196,461			229,895
SPG Segment		16,694			10,145			31,897			26,542
Corporate/Other		(61,448	)		(72,287	)		(115,640	)		(136,632	)
Consolidated	$	212,982		$	195,824		$	503,433		$	464,978

(In thousands)	November 30,		May 31,
Identifiable Assets	2024		2024
CPG Segment	$	2,214,350	$	2,160,352
PCG Segment		1,316,716		1,164,165
Consumer Segment		2,184,107		2,283,370
SPG Segment		752,414		733,646
Corporate/Other		215,483		245,010
Consolidated	$	6,683,070	$	6,586,543

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

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

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

During the three months ended November 30, 2024, we reassessed certain of our income tax positions following recent developments in U.S. income tax case law. Based on our current analysis and interpretations, we recorded a net favorable income tax adjustment of $21.8 million, which is the net increase in the deferred income tax asset related to our U.S. foreign tax credit carryforwards. The adjustment is based on our current estimate of the amount of the deferred tax asset for these credits we expect to realize during the carryforward period. It is possible that the net 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 net favorable adjustment could change based on our future results or the implementation, if any, of income tax planning.

A comprehensive discussion of the accounting policies and estimates that are the most critical to our financial statements are set forth in our Annual Report on Form 10-K for the year ended May 31, 2024.

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BUSINESS SEGMENT INFORMATION

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

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
(In thousands)	2024			2023			2024			2023
Net Sales
CPG Segment	$	690,116		$	661,750		$	1,484,107		$	1,444,539
PCG Segment		380,103			374,856			751,862			753,369
Consumer Segment		590,247			578,687			1,218,721			1,248,291
SPG Segment		184,852			176,982			359,417			357,933
Consolidated	$	1,845,318		$	1,792,275		$	3,814,107		$	3,804,132
Income Before Income Taxes (a)
CPG Segment
Income Before Income Taxes (a)	$	105,652		$	98,398		$	262,650		$	238,850
Interest (Expense), Net (b)		(898	)		(555	)		(1,364	)		(3,951	)
EBIT (c)	$	106,550		$	98,953		$	264,014		$	242,801
PCG Segment
Income Before Income Taxes (a)	$	63,773		$	61,502		$	128,065		$	106,323
Interest Income, Net (b)		536			1,425			1,009			2,549
EBIT (c)	$	63,237		$	60,077		$	127,056		$	103,774
Consumer Segment
Income Before Income Taxes (a)	$	88,311		$	98,066		$	196,461		$	229,895
Interest (Expense) Income, Net (b)		(123	)		869			(380	)		1,619
EBIT (c)	$	88,434		$	97,197		$	196,841		$	228,276
SPG Segment
Income Before Income Taxes (a)	$	16,694		$	10,145		$	31,897		$	26,542
Interest (Expense) Income, Net (b)		(119	)		104			(206	)		203
EBIT (c)	$	16,813		$	10,041		$	32,103		$	26,339
Corporate/Other
(Loss) Before Income Taxes (a)	$	(61,448	)	$	(72,287	)	$	(115,640	)	$	(136,632	)
Interest (Expense), Net (b)		(14,047	)		(26,902	)		(27,118	)		(44,858	)
EBIT (c)	$	(47,401	)	$	(45,385	)	$	(88,522	)	$	(91,774	)
Consolidated
Net Income	$	183,450		$	145,815		$	412,004		$	347,128
Add: Provision for Income Taxes		29,532			50,009			91,429			117,850
Income Before Income Taxes (a)		212,982			195,824			503,433			464,978
Interest (Expense)		(23,177	)		(30,348	)		(47,611	)		(62,166	)
Investment Income, Net		8,526			5,289			19,552			17,728
EBIT (c)	$	227,633		$	220,883		$	531,492		$	509,416

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

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

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

27

RESULTS OF OPERATIONS

Three Months Ended November 30, 2024

Net Sales

	Three months ended
(in millions, except percentages)	November 30, 2024		November 30, 2023		Total Growth			Organic Growth(1)			Acquisition & Divestiture Impact			Foreign Currency Exchange Impact
CPG Segment	$	690.1	$	661.7		4.3	%		4.9	%		0.1	%		(0.7	%)
PCG Segment		380.1		374.9		1.4	%		3.3	%		(1.1	%)		(0.8	%)
Consumer Segment		590.2		578.7		2.0	%		2.7	%		0.0	%		(0.7	%)
SPG Segment		184.9		177.0		4.4	%		2.4	%		1.5	%		0.5	%
Consolidated	$	1,845.3	$	1,792.3		3.0	%		3.7	%		(0.1	%)		(0.6	%)
(1) Organic growth includes the impact of price and volume.

Our CPG segment generated organic sales growth during the second quarter of fiscal 2025, led by turnkey roofing systems which benefited from its restoration project focus, direct sales model, and high level of customer service. Sales growth was partially offset by unfavorable foreign exchange translation and delays in construction due to hurricane activity.

Our PCG segment generated organic sales growth during the second quarter of fiscal 2025, driven by the flooring and protective coatings businesses serving high-performance construction projects. This organic growth was strongest in Europe, which generated positive results from MAP initiatives. Growth in emerging markets was also strong, driven by demand from high-performance building and infrastructure projects. Unfavorable foreign exchange translation partially offset sales growth.

Our Consumer segment generated organic sales growth in the second quarter of fiscal 2025 driven by market share gains and improved DIY takeaway at retail, including the impact of favorable weather. Strong growth in international markets continued due to targeted marketing campaigns. Sales growth was partially offset by the rationalization of lower margin products and unfavorable foreign exchange translation.

Our SPG segment generated sales growth during the second quarter of fiscal 2025, which was driven by the disaster restoration business' response to hurricane activity and an acquisition in the first quarter of fiscal 2025 in the food coatings business.

Gross Profit Margin Our consolidated gross profit margin of 41.4% of net sales for the second quarter of fiscal 2025 compares to a consolidated gross profit margin of 41.7% for the comparable period a year ago. The current quarter gross profit margin decrease of approximately 0.3%, or 30 basis points ("bps"), resulted primarily from unfavorable sales mix and labor inflation, partially offset by our MAP 2025 initiatives, which generated incremental savings in procurement, manufacturing and commercial excellence.

We expect moderate inflationary headwinds to be reflected in our results throughout the remainder of fiscal 2025.

SG&A Our consolidated SG&A expense during the period was $6.5 million higher versus the same period last year but decreased to 28.7% of net sales from 29.2% of net sales for the prior year quarter. These increases were primarily driven by $4.4 million of bad debt expense in our Consumer segment related to a retail customer bankruptcy, increased professional fees related to our MAP 2025 initiatives, merit increases and increased amortization related to our MAP 2025 program, partially offset by decreased bonus expense and healthcare costs. The prior period includes the $4.0 million expense related to the adverse legal ruling as described above in Note 13, "Contingencies and Other Accrued Losses," to the Consolidated Financial Statements.

Our CPG segment SG&A decreased approximately $4.4 million during the second quarter of fiscal 2025 versus the comparable prior year period and decreased as a percentage of net sales. The decrease was mainly due to MAP 2025 initiatives, reductions in warranty, bad debt and bonus expense, partially offset by merit increases.

Our PCG segment SG&A was approximately $3.7 million higher for the second quarter of fiscal 2025 versus the comparable prior year period and increased slightly as a percentage of net sales. The increase in expense was driven by increased commissions due to improved results, merit increases and increased R&D expense, partially offset by decreased SG&A related to divestitures in fiscal 2024.

Our Consumer segment SG&A increased by approximately $7.1 million during the second quarter of fiscal 2025 versus the same period last year and increased slightly as a percentage of net sales. The quarter-over-quarter increase in SG&A was primarily attributable to $4.4 million of bad debt expense related to a retail customer bankruptcy, along with increased amortization related to our MAP 2025 program, professional fees and IT expenses, partially offset by reductions in distribution costs.

Our SPG segment SG&A decreased approximately $4.5 million during the second quarter of fiscal 2025 versus the comparable prior year period and decreased as a percentage of net sales. The decrease in SG&A expense is primarily attributable to the $4.0 million expense related to the adverse legal ruling in the prior period that did not recur in the current period, along with savings attributable to MAP initiatives.

28

SG&A expenses in our corporate/other category during the second quarter of fiscal 2025 increased approximately $4.6 million versus last year’s second quarter. This was mainly due to increased professional fees related to our MAP 2025 operational improvement initiatives and increased compensation, partially offset by decreased healthcare costs.

The following table summarizes the retirement-related benefit plans’ impact on income before income taxes for the three months ended November 30, 2024 and 2023, as the service cost component has a significant impact on our SG&A expense:

	Three months ended
(in millions)	November 30, 2024			November 30, 2023			Change
Service cost	$	12.3		$	12.4		$	(0.1	)
Interest cost		12.1			11.3			0.8
Expected return on plan assets		(14.4	)		(12.9	)		(1.5	)
Amortization of:
Net actuarial losses recognized		2.3			4.4			(2.1	)
Total Net Periodic Pension & Postretirement Benefit Costs	$	12.3		$	15.2		$	(2.9	)

We expect that pension expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, both of which are difficult to predict, but which may have a material impact on our consolidated financial results in the future.

Restructuring Charges

The following table summarizes restructuring charges recorded during the three months ended November 30, 2024 and November 30, 2023, related to our MAP 2025 initiative, which is a multi-year restructuring plan 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:

	Three months ended
(in millions)	November 30, 2024		November 30, 2023
Severance and benefit costs	$	5.7	$	1.1
Facility closure and other related costs		1.9		0.1
Total Restructuring Costs	$	7.6	$	1.2

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. We currently expect to incur approximately $13.3 million of future additional charges related to the implementation of MAP 2025.

For further information and details about MAP 2025, see Note 3, “Restructuring,” to the Consolidated Financial Statements.

Interest Expense

	Three months ended
(in millions, except percentages)	November 30, 2024			November 30, 2023
Interest expense	$	23.2		$	30.3
Average interest rate (a)		4.50	%		4.81	%

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

(in millions)	Change in interest expense
Acquisition-related borrowings	$	0.7
Non-acquisition-related average debt reduction		(6.1	)
Change in average interest rate		(1.7	)
Total Change in Interest Expense	$	(7.1	)

Investment (Income), Net

See Note 5, “Investment (Income), Net,” to the Consolidated Financial Statements for details.

Other (Income) Expense, Net

See Note 6, “Other (Income) Expense, Net,” to the Consolidated Financial Statements for details.

29

Income (Loss) Before Income Taxes (“IBT”)

	Three months ended
(in millions, except percentages)	November 30, 2024			% of net sales			November 30, 2023			% of net sales
CPG Segment	$	105.7			15.3	%	$	98.4			14.9	%
PCG Segment		63.8			16.8	%		61.5			16.4	%
Consumer Segment		88.3			15.0	%		98.1			16.9	%
SPG Segment		16.7			9.0	%		10.1			5.7	%
Non-Op Segment		(61.5	)		—			(72.3	)		—
Consolidated	$	213.0					$	195.8

On a consolidated basis, our results reflect sales growth and MAP 2025 benefits. Our CPG segment results reflect sales growth and MAP 2025 benefits, partially offset by unfavorable mix. Our PCG segment results were driven by improved sales mix as well as other benefits of MAP 2025. Our Consumer segment results reflect $4.4 million of bad debt expense from a retail customer bankruptcy, along with increased restructuring costs and increased amortization related to our MAP 2025 program. The current period earnings decline was mitigated by sales growth and MAP 2025 benefits, along with the rationalization of lower margin products. Our SPG segment results reflect sales growth and MAP 2025 benefits. In addition, our prior period SPG results reflect the $4.0 million expense related to the adverse legal ruling. Our Non-Op segment results reflect reduced interest expense, pension non-service costs, and the favorable swing in investment returns, partially offset by increased compensation and professional fees related to our MAP 2025 operational improvement initiatives.

Income Tax Rate The effective income tax rate of 13.9% for the three months ended November 30, 2024 compares to the effective income tax rate of 25.5% for the three months ended November 30, 2023. The effective income tax rates for both periods reflect variances from the 21% statutory rate due to the unfavorable impact of state and local income taxes, non-deductible business expenses, and the net tax on foreign subsidiary income resulting from the global intangible low-taxed income provisions, partially offset by tax benefits related to equity compensation and foreign tax credits.

Additionally, the effective income tax rate for the three-month period ended November 30, 2024, reflects adjustments made to our deferred income taxes. During the quarter ended November 30, 2024 we reassessed certain of our income tax positions following recent developments in U.S. income tax case law. Based on our current analysis and interpretations, we recorded a gross favorable income tax adjustment of $43.9 million which reflects an increase in our deferred income tax asset for U.S. foreign tax credit carryforwards. Further, we assessed our ability to fully realize the deferred income tax asset associated with these incremental U.S. foreign tax credits during the respective carryforward periods. As of November 30, 2024, we concluded that a valuation allowance of $22.1 million should be recorded. The valuation allowance reduces the benefit for the aforementioned gross deferred tax asset adjustment to a net amount of $21.8 million, which reflects our current estimate of the amount of the deferred tax asset for these credits we expect to realize during the carryforward periods.

Net Income

	Three months ended
(in millions, except percentages and per share amounts)	November 30, 2024		% of net sales			November 30, 2023		% of net sales
Net income	$	183.5		9.9	%	$	145.8		8.1	%
Net income attributable to RPM International Inc. stockholders		183.2		9.9	%		145.5		8.1	%
Diluted earnings per share		1.42					1.13

Six Months Ended November 30, 2024

Net Sales

	Six Months Ended
(in millions, except percentages)	November 30, 2024		November 30, 2023		Total Growth (Decline)			Organic Growth (Decline)(1)			Acquisition & Divestiture Impact			Foreign Currency Exchange Impact
CPG Segment	$	1,484.1	$	1,444.5		2.7	%		3.4	%		0.3	%		(1.0	%)
PCG Segment		751.9		753.4		(0.2	%)		2.6	%		(1.6	%)		(1.2	%)
Consumer Segment		1,218.7		1,248.3		(2.4	%)		(1.5	%)		0.0	%		(0.9	%)
SPG Segment		359.4		357.9		0.4	%		(1.3	%)		1.4	%		0.3	%
Consolidated	$	3,814.1	$	3,804.1		0.3	%		1.2	%		(0.1	%)		(0.8	%)
(1) Organic growth (decline) includes the impact of price and volume.

30

Our CPG segment generated organic sales growth during the first half of fiscal 2025, led by turnkey roofing systems which benefited from its restoration project focus, direct sales model, and high level of customer service. Unfavorable foreign exchange translation and delays in construction due to hurricane activity partially offset sales growth.

Our PCG segment generated organic sales growth during the first half of fiscal 2025 when compared to the same prior year period. Organic sales growth was driven by the flooring and protective coatings businesses, which benefited from its focus on maintenance and restoration and specified solutions for high-performance new construction projects. This growth was strongest in Europe, which generated positive results from MAP initiatives. Growth in emerging markets was also strong, driven by demand from high-performance building and infrastructure projects. The divestiture of USL's Bridgecare services division in the first quarter of fiscal 2024 and unfavorable foreign exchange translation offset this sales growth.

Our Consumer segment experienced sales declines in the first half of fiscal 2025 driven by reduced DIY takeaway at retail, customer destocking, the rationalization of certain lower-margin products and unfavorable foreign exchange translation. This was partially offset by strong growth in international markets due to targeted marketing campaigns.

Our SPG segment experienced organic sales declines during the first half of fiscal 2025, which were driven by soft demand in specialty OEM markets. Sales declines were offset by growth from an acquisition in the food coatings business in the first quarter of fiscal 2025 and favorable foreign exchange translation.

Gross Profit Margin Our consolidated gross profit margin of 42.0% of net sales for the first half of fiscal 2025 compares to a consolidated gross profit margin of 41.5% for the comparable period a year ago. The current period gross profit margin increase of approximately 0.5%, or 50 bps, resulted primarily from our MAP 2025 initiatives, which generated incremental savings in procurement, manufacturing and commercial excellence that favorably impacted our gross margin, which were partially offset by labor inflation.

We expect moderate inflationary headwinds to be reflected in our results throughout the remainder of fiscal 2025.

SG&A Our consolidated SG&A expense during the period was $1.7 million higher versus the same period last year and accounted for 27.7% of net sales, consistent with the prior year period. Merit increases, along with increased commissions, R&D costs and increased amortization related to our MAP 2025 program were primary drivers. Further, the prior period includes the $11.1 million gain on business interruption insurance proceeds which did not recur in the current period. This was partially offset by reduced bad debt expense, warranty expense, stock compensation expense and insurance costs, along with MAP savings. In addition, the prior period includes the $4.5 million loss on the sale of USL's Bridgecare services division and $4.4 million of expense related to the adverse legal ruling.

Our CPG segment SG&A decreased approximately $7.4 million during the first half of fiscal 2025 versus the comparable prior year period and decreased as a percentage of net sales. The decrease in expense was mainly due to MAP savings and a decrease in warranty expense, bad debt expense and bonus expense, partially offset by increased commissions, along with merit increases.

Our PCG segment SG&A was approximately $8.3 million lower for the first half of fiscal 2025 versus the comparable prior year period and decreased as a percentage of net sales. The decrease in expense was mainly due to a reduction in bad debt expense, along with the $4.5 million loss on the sale of USL's Bridgecare services division recorded during the prior year period, partially offset by merit increases.

Our Consumer segment SG&A increased by approximately $19.2 million during the first half of fiscal 2025 versus the same period last year and increased as a percentage of net sales. The period-over-period increase in SG&A was primarily attributable to the $11.1 million gain on business interruption insurance proceeds received in the prior period that did not recur in the current period, $4.4 million of bad debt expense related to a retail customer bankruptcy, increased amortization related to our MAP 2025 program, and merit increases, partially offset by MAP savings, along with decreased advertising costs and a reduction in variable distribution costs.

Our SPG segment SG&A decreased approximately $3.8 million during the first half of fiscal 2025 versus the comparable prior year period and decreased as a percentage of net sales. The decrease in SG&A expense is primarily attributable to the $4.4 million expense related to the adverse legal ruling in the prior period that did not recur in the current period, along with savings attributable to MAP, partially offset by investments in strategic growth initiatives.

SG&A expenses in our corporate/other category during the first half of fiscal 2025 increased approximately $2.0 million versus last year’s first half. This was mainly due to merit increases, increased bonus expense and professional fees related to our MAP 2025 operational improvement initiatives, partially offset by decreased insurance costs and reduced stock compensation expense.

The following table summarizes the retirement-related benefit plans’ impact on income before income taxes for the six months ended November 30, 2024 and 2023, as the service cost component has a significant impact on our SG&A expense:

31

	Six Months Ended
(in millions)	November 30, 2024			November 30, 2023			Change
Service cost	$	24.7		$	24.7		$	—
Interest cost		24.2			22.7			1.5
Expected return on plan assets		(28.8	)		(25.8	)		(3.0	)
Amortization of:
Prior service (credit)		(0.1	)		(0.1	)		-
Net actuarial losses recognized		4.6			8.8			(4.2	)
Total Net Periodic Pension & Postretirement Benefit Costs	$	24.6		$	30.3		$	(5.7	)

We expect that pension expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, both of which are difficult to predict, but which may have a material impact on our consolidated financial results in the future.

Restructuring Charges

The following table summarizes restructuring charges recorded during the six months ended November 30, 2024 and November 30, 2023, related to our MAP 2025 initiative, which is a multi-year restructuring plan 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:

	Six Months Ended
(in millions)	November 30, 2024		November 30, 2023
Severance and benefit costs	$	12.2	$	3.0
Facility closure and other related costs		2.6		0.2
Other restructuring costs		-		4.5
Total Restructuring Costs	$	14.8	$	7.7

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. We currently expect to incur approximately $13.3 million of future additional charges related to the implementation of MAP 2025.

For further information and details about MAP 2025, see Note 3, “Restructuring,” to the Consolidated Financial Statements.

Interest Expense

	Six Months Ended
(in millions, except percentages)	November 30, 2024			November 30, 2023
Interest expense	$	47.6		$	62.2
Average interest rate (a)		4.54	%		4.76	%

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

(in millions)	Change in interest expense
Acquisition-related borrowings	$	1.0
Non-acquisition-related average debt reduction		(13.0	)
Change in average interest rate		(2.6	)
Total Change in Interest Expense	$	(14.6	)

Investment (Income), Net

See Note 5, “Investment (Income), Net,” to the Consolidated Financial Statements for details.

Other (Income) Expense, Net

See Note 6, “Other (Income) Expense, Net,” to the Consolidated Financial Statements for details.

32

Income (Loss) Before Income Taxes (“IBT”)

	Six Months Ended
(in millions, except percentages)	November 30, 2024			% of net sales			November 30, 2023			% of net sales
CPG Segment	$	262.6			17.7	%	$	238.9			16.5	%
PCG Segment		128.1			17.0	%		106.3			14.1	%
Consumer Segment		196.4			16.1	%		229.9			18.4	%
SPG Segment		31.9			8.9	%		26.5			7.4	%
Non-Op Segment		(115.6	)		—			(136.6	)		—
Consolidated	$	503.4					$	465.0

On a consolidated basis, our results reflect MAP 2025 benefits, including benefits generated from the commodity cycle. Our CPG segment results reflect sales growth and MAP 2025 benefits. Our PCG segment results reflect improved fixed-cost leverage from positive volumes, which were enhanced by MAP 2025 initiatives. In addition, our prior period 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 above in Note 3, "Restructuring," to the Consolidated Financial Statements, and higher bad debt expense. Our Consumer segment results reflect reduced fixed-cost absorption due to negative volumes, $4.4 million of bad debt expense from a retail customer bankruptcy, increased restructuring costs and increased amortization related to our MAP 2025 program, while our prior period results include the $11.1 million gain on business interruption insurance proceeds. The current period earnings decline was mitigated by improved operating efficiencies related to MAP 2025 and rationalization of lower margin products. Our SPG segment results reflect MAP 2025 benefits, partially offset by increased restructuring costs. In addition, our prior period SPG results reflect the $4.4 million expense related to the adverse legal ruling. Our Non-Op segment results reflect reduced interest expense, pension non-service costs, insurance costs and stock compensation expense, partially offset by increased employee related costs.

Income Tax Rate The effective income tax rate of 18.2% for the six months ended November 30, 2024 compares to the effective income tax rate of 25.3% for the six months ended November 30, 2023. The effective income tax rates for both periods reflect variances from the 21% statutory rate due to the unfavorable impact of state and local income taxes, non-deductible business expenses, and the net tax on foreign subsidiary income resulting from the global intangible low-taxed income provisions, partially offset by tax benefits related to equity compensation and foreign tax credits.

Additionally, the effective income tax rate for the six-month period ended November 30, 2024, reflects adjustments made to our deferred income taxes. During the quarter ended November 30, 2024 we reassessed certain of our income tax positions following recent developments in U.S. income tax case law. Based on our current analysis and interpretations, we recorded a gross favorable income tax adjustment of $43.9 million which reflects an increase in our deferred income tax asset for U.S. foreign tax credit carryforwards. Further, we assessed our ability to fully realize the deferred income tax assets associated with these incremental U.S. foreign tax credits during the respective carryforward periods. As of November 30, 2024, we concluded that a valuation allowance of $22.1 million should be recorded. The valuation allowance reduces the benefit for the aforementioned gross deferred tax asset adjustment to a net amount of $21.8 million, which reflects our current estimate of the amount of the deferred tax asset for these credits we expect to realize during the carryforward periods.

The effective income tax rate for the six-month period ended November 30, 2024, also reflects a favorable adjustment for incremental U.S. foreign tax credits associated with a distribution of historic foreign earnings that were previously not considered to be permanently reinvested. The distribution of such earnings was done in conjunction with the execution of global cash redeployment and debt optimization projects.

Net Income

	Six Months Ended
(in millions, except percentages and per share amounts)	November 30, 2024		% of net sales			November 30, 2023		% of net sales
Net income	$	412.0		10.8	%	$	347.1		9.1	%
Net income attributable to RPM International Inc. stockholders		410.9		10.8	%		346.6		9.1	%
Diluted earnings per share		3.19					2.69

33

LIQUIDITY AND CAPITAL RESOURCES

Fiscal 2025 Compared with Fiscal 2024

Operating Activities

Approximately $527.5 million of cash was provided by operating activities during the first six months of fiscal 2025, compared with $767.8 million of cash provided by operating activities during the same period last year. The net change in cash from operations includes the change in net income, which increased by $64.9 million during the first six months of fiscal 2025 versus the same period during fiscal 2024.

During the first six months of fiscal 2025, the change in accounts receivable provided approximately $149.7 million less cash than the first six months of fiscal 2024. This was primarily due to the timing of sales. Average days sales outstanding (“DSO”) at November 30, 2024, decreased to 61.2 days from 63.0 days at November 30, 2023.

During the first six months of fiscal 2025, the change in inventory used approximately $80.2 million more cash compared to spending during the same period a year ago. This is due to increased inventory purchases compared to the prior year period when our operating segments were using safety stock built up in response to supply chain outages and raw material inflation. Average days of inventory outstanding (“DIO”) at November 30, 2024 decreased to 78.4 days from 86.9 days at November 30, 2023.

The change in accounts payable during the first six months of fiscal 2025 used approximately $46.2 million less cash than during the first six months of fiscal 2024. This is associated with working capital efficiencies enabled by MAP 2025 initiatives, including improved procurement practices. Average days payables outstanding (“DPO”) increased to 87.8 days at November 30, 2024 from 81.2 days at November 30, 2023.

Investing Activities

For the first six months of fiscal 2025, cash used for investing activities increased by $86.9 million to $198.5 million as compared to $111.6 million in the prior year period. This year-over-year increase in cash used for investing activities was driven primarily by a $70.2 million increase in cash used for business acquisitions.

We paid for capital expenditures of $100.7 million and $89.3 million during the first six months of fiscal 2025 and fiscal 2024, respectively. 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 continue to invest capital spending in growth initiatives and to improve operational efficiencies in fiscal 2025.

Our captive insurance companies invest their excess cash in marketable securities in the ordinary course of conducting their operations, and this activity will continue. Differences in the amounts related to these activities on a year-over-year basis are primarily attributable to differences in the timing and performance of their investments balanced against amounts required to satisfy claims. At November 30, 2024 and May 31, 2024, the fair value of our investments in available-for-sale debt securities and marketable equity securities, which includes captive insurance-related assets, totaled $177.2 million and $154.3 million, respectively.

As of November 30, 2024, approximately $216.4 million of our consolidated cash and cash equivalents were held at various foreign subsidiaries, compared with $215.2 million at May 31, 2024. Undistributed earnings held at our foreign subsidiaries that are considered permanently reinvested will be used, for instance, to expand operations organically or for acquisitions in foreign jurisdictions. Further, our operations in the U.S. generate sufficient cash flow to satisfy U.S. operating requirements. Refer to Note 7, “Income Taxes,” to the Consolidated Financial Statements for additional information regarding unremitted foreign earnings.

Financing Activities

For the first six months of fiscal 2025, financing activities used $286.4 million of cash, which compares to cash used for financing activities of $610.3 million during the first six months of fiscal 2024. The overall decrease in cash used for financing activities was driven principally by debt-related activities. During the first six months of fiscal 2025, we repaid the $130.0 million outstanding on our accounts receivable securitization program ("AR Program"), compared to payments of $175.0 million in the prior year period. In addition, we borrowed $25.1 million on our revolving credit facility during the first six months of fiscal 2025, compared to payments of $270.2 million in the prior year period. See below for further details on the significant components of our debt.

Our available liquidity, including our cash and cash equivalents and amounts available under our committed credit facilities, stood at $1.50 billion and $1.36 billion as of November 30, 2024 and May 31, 2024, respectively.

34

Revolving Credit Agreement

In August 2022, we amended our $1.3 billion unsecured syndicated revolving credit facility (the "Revolving Credit Facility"), which was set to expire on October 31, 2023. The amendment extended the expiration date to August 1, 2027 and increased the borrowing capacity to $1.35 billion. The Revolving Credit Facility bears interest at either the base rate or benchmark interest rate (i.e. the adjusted Secured Overnight Financing Rate (SOFR) for USD denominated debt), as defined, at our option, plus a spread determined by our debt rating. The Revolving Credit Facility includes sublimits for the issuance of swingline loans, which are comparatively short-term loans used for working capital purposes and letters of credit. The Revolving Credit Facility is available to refinance existing indebtedness, to finance working capital and capital expenditures, and for general corporate purposes.

The Revolving Credit Facility requires us to comply with various customary affirmative and negative covenants, including a leverage covenant (i.e. Net Leverage Ratio) and interest coverage ratio, which are calculated in accordance with the terms as defined by the Revolving Credit Facility. Under the terms of the leverage covenant, we may not permit our leverage ratio for total indebtedness to consolidated EBITDA for the four most recent fiscal quarters to exceed 3.75 to 1.00. During certain periods and per the terms of the Revolving Credit Facility, this ratio may be increased to 4.25 to 1.00 upon delivery of a notice to our lender requesting an increase to our maximum leverage or in connection with certain “material acquisitions.” The minimum required consolidated interest coverage ratio for EBITDA to interest expense is 3.50 to 1.00. The interest coverage ratio is calculated at the end of each fiscal quarter for the four fiscal quarters then ended using EBITDA as defined in the Revolving Credit Facility.

As of November 30, 2024, we were in compliance with all financial covenants contained in our Revolving Credit Facility, including the Net Leverage Ratio and Interest Coverage Ratio covenants. At that date, our Net Leverage Ratio was 1.45 to 1.00, while our Interest Coverage Ratio was 12.02 to 1.00. As of November 30, 2024, we had $984.9 million of borrowing availability on our Revolving Credit Facility.

Our access to funds under our Revolving Credit Facility is dependent on the ability of the financial institutions that are parties to the Revolving Credit Facility to meet their funding commitments. Those financial institutions may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time. Moreover, the obligations of the financial institutions under our Revolving Credit Facility are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.

Accounts Receivable Securitization Program

As of November 30, 2024, we did not have an outstanding balance under our AR Program, compared to the maximum availability of $250.0 million. In December 2024, we provided written notice to our lenders to reduce the maximum availability from $250.0 million to $50.0 million.

The AR Program contains various customary affirmative and negative covenants, as well as customary default and termination provisions. Our failure to comply with the covenants described above and other covenants contained in the Revolving Credit Facility could result in an event of default under that agreement, entitling the lenders to, among other things, declare the entire amount outstanding under the Revolving Credit Facility to be due and payable immediately. The instruments governing our other outstanding indebtedness generally include cross-default provisions that provide that, under certain circumstances, an event of default that results in acceleration of our indebtedness under the Revolving Credit Facility will entitle the holders of such other indebtedness to declare amounts outstanding immediately due and payable. See “Revolving Credit Agreement” above for details on our compliance with all significant financial covenants at November 30, 2024.

Stock Repurchase Program

See Note 9, “Stock Repurchase Program,” to the Consolidated Financial Statements, for further detail surrounding our stock repurchase program.

Off-Balance Sheet Arrangements

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

OTHER MATTERS

Environmental Matters

Environmental obligations continue to be appropriately addressed and based upon the latest available information, it is not anticipated that the outcome of such matters will materially affect our results of operations or financial condition. Our critical accounting policies and estimates set forth above describe our method of establishing and adjusting environmental-related accruals and should be read in conjunction with this disclosure. For additional information, refer to “Part II, Item 1. Legal Proceedings.”

35

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. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global 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. 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in raw materials costs, interest rates and foreign exchange rates since we fund our operations through long- and short-term borrowings and conduct our business in a variety of foreign currencies. There were no material potential changes in our exposure to these market risks since May 31, 2024.

ITEM 4. CONTROLS AND PROCEDURES

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of November 30, 2024 (the “Evaluation Date”), have concluded that as of the Evaluation Date, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports we file or submit under the Exchange Act (1) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (2) is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

(b) CHANGES IN INTERNAL CONTROL.

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended November 30, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

36

PART II — OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Environmental Proceedings

Like other companies participating in similar lines of business, some of our subsidiaries are identified as a “potentially responsible party” under the federal Comprehensive Environmental Response, Compensation and Liability Act and similar local environmental statutes or are participating in the cost of certain clean-up efforts or other remedial actions relating to environmental matters. Our share of such costs to date, however, has not been material and management believes that these environmental proceedings will not have a material adverse effect on our consolidated financial condition or results of operations. See “Item 1 — Business — Environmental Matters,” in our Annual Report on Form 10-K for the year ended May 31, 2024.

As permitted by SEC rules, and given the size of our operations, we have elected to adopt a quantitative threshold for environmental proceedings of $1 million. On December 19, 2024, a subsidiary in our Consumer segment received informal notification from the U.S. Environmental Protection Agency of the agency'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. 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 1A. RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the other risk factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.

ITEM 2. UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table presents information about repurchases of RPM International Inc. common stock made by us during the second quarter of fiscal 2025:

							Maximum
					Total Number		Dollar Amount
					of Shares		that
					Purchased as		May Yet be
					Part of Publicly		Purchased
	Total Number		Average		Announced		Under the
	of Shares		Price Paid		Plans or		Plans or
Period	Purchased(1)		Per Share		Programs		Programs(2)
September 1, 2024 through September 30, 2024		-	$	-		-
October 1, 2024 through October 31, 2024		5,862	$	128.54		-
November 1, 2024 through November 30, 2024		128,869	$	135.79		128,869
Total - Second Quarter		134,731	$	135.47		128,869

(1) All of the 5,862 shares of common stock that were disposed of back to us during the three-month period ended November 30, 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.

(2) The maximum dollar amount that may yet be repurchased under our program was approximately $227.3 million at November 30, 2024. Refer to Note 9, “Stock Repurchase Program,” to the Consolidated Financial Statements for further information regarding our stock repurchase program.

ITEM 5. OTHER INFORMATION

During the quarter ended November 30, 2024, no Director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, nor do any of the Directors or Section 16 officers currently maintain any such arrangements.

37

ITEM 6. EXHIBITS

Exhibit Number	Description
10.1	RPM International Inc. 2024 Omnibus Equity and Incentive Plan, which is incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement, as filed with the Securities and Exchange Commission on August 22, 2024 (File No. 1-14187)
31.1	Rule 13a-14(a) Certification of the Company’s Chief Executive Officer.(x)
31.2	Rule 13a-14(a) Certification of the Company’s Chief Financial Officer.(x)
32.1	Section 1350 Certification of the Company’s Chief Executive Officer.(x)
32.2	Section 1350 Certification of the Company’s Chief Financial Officer.(x)
101.INS	Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
104	The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2024, has been formatted in Inline XBRL

(x) Filed herewith.

38

SIGNATURES

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

RPM International Inc.
By:	/s/ Frank C. Sullivan
	Frank C. Sullivan
	Chairman and Chief Executive Officer
By:	/s/ Russell L. Gordon
	Russell L. Gordon
	Vice President and
	Chief Financial Officer

Dated: January 7, 2025

39

EX-31.1

Exhibit No. 31.1

RULE 13a-14(a) CERTIFICATION

I, Frank C. Sullivan, certify that:

1. I have reviewed this quarterly report on Form 10-Q of RPM International Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Frank C. Sullivan

Frank C. Sullivan

Chairman and Chief Executive Officer

Dated: January 7, 2025

EX-31.2

Exhibit No. 31.2

RULE 13a-14(a) CERTIFICATION

I, Russell L. Gordon, certify that:

1. I have reviewed this quarterly report on Form 10-Q of RPM International Inc. (the “registrant”);

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Russell L. Gordon

Russell L. Gordon

Vice President and Chief Financial Officer

Dated: January 7, 2025

EX-32.1

Exhibit No. 32.1

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of RPM International Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2024 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

/s/ Frank C. Sullivan

Frank C. Sullivan

Chairman and Chief Executive Officer

Dated: January 7, 2025

The foregoing Certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Form 10-Q or as a separate disclosure document.

EX-32.2

Exhibit No. 32.2

CERTIFICATION

Pursuant to 18 U.S.C. Section 1350, the undersigned officer of RPM International Inc., a Delaware corporation (the “Company”), does hereby certify, to such officer’s knowledge, that the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2024 (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934 and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company as of, and for, the periods presented in the Form 10-Q.

/s/ Russell L. Gordon

Russell L. Gordon

Vice President and Chief Financial Officer

Dated: January 7, 2025

The foregoing Certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Form 10-Q or as a separate disclosure document.

XML

Document and Entity Information - shares	6 Months Ended
	Nov. 30, 2024	Dec. 26, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Nov. 30, 2024
Document Fiscal Year Focus	2025
Document Fiscal Period Focus	Q2
Trading Symbol	RPM
Entity Registrant Name	RPM International Inc.
Entity Central Index Key	0000110621
Current Fiscal Year End Date	--05-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Bankruptcy Proceedings, Reporting Current	false
Entity File Number	1-14187
Entity Tax Identification Number	02-0642224
Entity Address, Address Line One	2628 PEARL ROAD
Entity Address, City or Town	MEDINA
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44256
City Area Code	330
Local Phone Number	273-5090
Entity Incorporation, State or Country Code	DE
Document Quarterly Report	true
Document Transition Report	false
Security Exchange Name	NYSE
Entity Common Stock, Shares Outstanding		128,568,280
Title of 12(b) Security	Common Stock, par value $0.01

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Nov. 30, 2024	May 31, 2024
Current Assets
Cash and cash equivalents	$ 268,683	$ 237,379
Trade accounts receivable (less allowances of $52,671 and $48,763, respectively)	1,290,536	1,419,445
Inventories	995,262	956,465
Prepaid expenses and other current assets	326,155	282,059
Total current assets	2,880,636	2,895,348
Property, Plant and Equipment, at Cost	2,615,862	2,515,847
Allowance for depreciation	(1,238,798)	(1,184,784)
Property, plant and equipment, net	1,377,064	1,331,063
Other Assets
Goodwill	1,341,129	1,308,911
Other intangible assets, net of amortization	512,568	512,972
Operating lease right-of-use assets	353,706	331,555
Deferred income taxes	35,945	33,522
Other	182,022	173,172
Total other assets	2,425,370	2,360,132
Total Assets	6,683,070	6,586,543
Current Liabilities
Accounts payable	672,921	649,650
Current portion of long-term debt	6,060	136,213
Accrued compensation and benefits	213,999	297,249
Accrued losses	35,126	32,518
Other accrued liabilities	365,781	350,434
Total current liabilities	1,293,887	1,466,064
Long-Term Liabilities
Long-term debt, less current maturities	2,019,846	1,990,935
Operating lease liabilities	304,517	281,281
Other long-term liabilities	244,891	214,816
Deferred income taxes	102,279	121,222
Total long-term liabilities	2,671,533	2,608,254
Contingencies and Accrued Losses (Note 13)
Stockholders' Equity
Preferred stock, par value $0.01; authorized 50,000 shares; none issued
Common stock, par value $0.01; authorized 300,000 shares; issued 146,211 and outstanding 128,568 as of November 30, 2024; issued 145,779 and outstanding 128,629 as of May 31, 2024	1,286	1,286
Paid-in capital	1,164,301	1,150,751
Treasury stock, at cost	(915,818)	(864,502)
Accumulated other comprehensive (loss)	(580,763)	(537,290)
Retained earnings	3,047,021	2,760,639
Total RPM International Inc. stockholders' equity	2,716,027	2,510,884
Noncontrolling Interest	1,623	1,341
Total equity	2,717,650	2,512,225
Total Liabilities and Stockholders' Equity	$ 6,683,070	$ 6,586,543

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Nov. 30, 2024	May 31, 2024
Statement of Financial Position [Abstract]
Trade accounts receivable, allowances	$ 52,671	$ 48,763
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, authorized	50,000,000	50,000,000
Preferred stock, issued	0	0
Common stock, par value	$ 0.01	$ 0.01
Common stock, authorized	300,000,000	300,000,000
Common stock, issued	146,211,000	145,779,000
Common stock, outstanding	128,568,000	128,629,000

XML

Consolidated Statements of Income - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Income Statement [Abstract]
Net Sales		$ 1,845,318	$ 1,792,275	$ 3,814,107	$ 3,804,132
Cost of Sales		1,080,774	1,044,047	2,212,890	2,227,287
Gross Profit		764,544	748,228	1,601,217	1,576,845
Selling, General and Administrative Expenses		529,836	523,289	1,055,982	1,054,321
Restructuring Expense		7,557	1,239	14,759	7,737
Interest Expense		23,177	30,348	47,611	62,166
Investment (Income), Net		(8,526)	(5,289)	(19,552)	(17,728)
Other (Income) Expense, Net		(482)	2,817	(1,016)	5,371
Income Before Income Taxes		212,982	195,824	503,433	464,978
Provision for Income Taxes		29,532	50,009	91,429	117,850
Net Income		183,450	145,815	412,004	347,128
Less: Net Income Attributable to Noncontrolling Interests		246	310	1,108	541
Net Income Attributable to RPM International Inc. Stockholders		$ 183,204	$ 145,505	$ 410,896	$ 346,587
Average Number of Shares of Common Stock Outstanding:
Basic		127,658	127,758	127,675	127,816
Diluted	[1]	128,344	128,249	128,392	128,312
Earnings per Share of Common Stock Attributable to RPM International Inc. Stockholders:
Basic		$ 1.43	$ 1.13	$ 3.21	$ 2.70
Diluted		$ 1.42	$ 1.13	$ 3.19	$ 2.69

[1] The dilutive effect of performance-based restricted stock units is included when they have met minimum performance thresholds. The dilutive effect of SARs includes all outstanding awards except awards that are considered antidilutive. SARs are antidilutive when the exercise price exceeds the average market price of the Company’s common shares during the periods presented. For the three and six months ended November 30, 2024, approximately 300,000 and 230,000 shares of stock, respectively, granted under stock-based compensation plans were excluded from the calculation of diluted EPS, as the effect would have been anti-dilutive. For the three and six months ended November 30, 2023, approximately 360,000 and 280,000 shares of stock, respectively, granted under stock-based compensation plans were excluded from the calculation of diluted EPS, as the effect would have been anti-dilutive.

XML

Consolidated Statements of Comprehensive Income - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Statement of Comprehensive Income [Abstract]
Net Income	$ 183,450	$ 145,815	$ 412,004	$ 347,128
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net of tax	(42,341)	(44)	(46,113)	8,809
Pension and other postretirement benefit liability adjustments, net of tax	2,200	3,446	2,058	6,610
Unrealized (loss) gain on securities, net of tax	(47)	94	586	(163)
Total other comprehensive (loss) income	(40,188)	3,496	(43,469)	15,256
Total Comprehensive Income	143,262	149,311	368,535	362,384
Less: Comprehensive Income Attributable to Noncontrolling Interests	231	307	1,112	552
Comprehensive Income Attributable to RPM International Inc. Stockholders	$ 143,031	$ 149,004	$ 367,423	$ 361,832

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Cash Flows from Operating Activities:
Net Income	$ 412,004	$ 347,128
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	92,743	84,177
Deferred income taxes	(31,252)	(5,574)
Stock-based compensation expense	13,549	17,147
Net (gain) on marketable securities	(10,684)	(6,226)
Net loss on sales of assets and businesses	0	3,623
Other	(335)	4,007
Changes in assets and liabilities, net of effect from purchases and sales of businesses:
Decrease in receivables	122,603	272,262
(Increase) decrease in inventory	(42,981)	37,243
(Increase) decrease in prepaid expenses and other current and long-term assets	(11,193)	21,260
Increase (decrease) in accounts payable	34,364	(11,806)
(Decrease) in accrued compensation and benefits	(84,929)	(53,980)
Increase in accrued losses	2,827	8,332
Increase in other accrued liabilities	30,792	50,188
Cash Provided by Operating Activities	527,508	767,781
Cash Flows from Investing Activities:
Capital expenditures	(100,732)	(89,300)
Acquisition of businesses, net of cash acquired	(85,649)	(15,404)
Purchase of marketable securities	(23,533)	(22,057)
Proceeds from sales of marketable securities	12,802	13,796
Other	(1,424)	1,326
Cash (Used for) Investing Activities	(198,536)	(111,639)
Cash Flows from Financing Activities:
Additions to long-term and short-term debt	25,086	0
Reductions of long-term and short-term debt	(134,022)	(449,485)
Cash dividends	(124,514)	(113,325)
Repurchases of common stock	(35,000)	(25,000)
Shares of common stock returned for taxes	(16,150)	(20,689)
Payments of acquisition-related contingent consideration	(1,122)	(1,082)
Other	(689)	(713)
Cash (Used for) Financing Activities	(286,411)	(610,294)
Effect of Exchange Rate Changes on Cash and Cash Equivalents	(11,257)	1,111
Net Change in Cash and Cash Equivalents	31,304	46,959
Cash and Cash Equivalents at Beginning of Period	237,379	215,787
Cash and Cash Equivalents at End of Period	268,683	262,746
Cash paid during the period for:
Interest	47,989	61,586
Income Taxes, net of refunds	129,963	124,518
Supplemental Disclosures of Noncash Investing Activities:
Capital expenditures accrued within accounts payable at quarter-end	$ 16,406	$ 12,463

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Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Total	Common Stock	Paid-In Capital	Treasury Stock	Accumulated Other Comprehensive (Loss) Income	Retained Earnings	Total RPM International Inc. Equity	Noncontrolling Interests
Beginning Balance at May. 31, 2023	$ 2,143,000	$ 1,288	$ 1,124,825	$ (784,463)	$ (604,935)	$ 2,404,125	$ 2,140,840	$ 2,160
Beginning Balance (in shares) at May. 31, 2023		128,766,000
Net income	201,313					201,082	201,082	231
Other comprehensive (loss) income	11,760				11,746		11,746	14
Dividends declared and paid	(54,065)					(54,065)	(54,065)
Other noncontrolling interest activity	(712)							(712)
Share repurchases under repurchase program	(12,500)	$ (1)	1	(12,500)			(12,500)
Share repurchases under repurchase program (in shares)		(122,000)
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes	(5,960)	$ 3	9,115	(15,078)			(5,960)
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes (in shares)		318,000
Ending Balance at Aug. 31, 2023	2,282,836	$ 1,290	1,133,941	(812,041)	(593,189)	2,551,142	2,281,143	1,693
Ending Balance (in shares) at Aug. 31, 2023		128,962,000
Beginning Balance at May. 31, 2023	2,143,000	$ 1,288	1,124,825	(784,463)	(604,935)	2,404,125	2,140,840	2,160
Beginning Balance (in shares) at May. 31, 2023		128,766,000
Net income	347,128
Other comprehensive (loss) income	15,256
Share repurchases under repurchase program	$ (25,000)
Share repurchases under repurchase program (in shares)	(254,283)
Ending Balance at Nov. 30, 2023	$ 2,362,554	$ 1,289	1,141,970	(830,402)	(589,690)	2,637,387	2,360,554	2,000
Ending Balance (in shares) at Nov. 30, 2023		128,872,000
Beginning Balance at Aug. 31, 2023	2,282,836	$ 1,290	1,133,941	(812,041)	(593,189)	2,551,142	2,281,143	1,693
Beginning Balance (in shares) at Aug. 31, 2023		128,962,000
Net income	145,815					145,505	145,505	310
Other comprehensive (loss) income	3,496				3,499		3,499	(3)
Dividends declared and paid	(59,260)					(59,260)	(59,260)
Share repurchases under repurchase program	$ (12,500)	$ (1)	1	(12,500)			(12,500)
Share repurchases under repurchase program (in shares)	(131,858)	(132,000)
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes	$ 2,167		8,028	(5,861)			2,167
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes (in shares)		42,000
Ending Balance at Nov. 30, 2023	2,362,554	$ 1,289	1,141,970	(830,402)	(589,690)	2,637,387	2,360,554	2,000
Ending Balance (in shares) at Nov. 30, 2023		128,872,000
Beginning Balance at May. 31, 2024	2,512,225	$ 1,286	1,150,751	(864,502)	(537,290)	2,760,639	2,510,884	1,341
Beginning Balance (in shares) at May. 31, 2024		128,629,000
Net income	228,554					227,692	227,692	862
Other comprehensive (loss) income	(3,281)				(3,300)		(3,300)	19
Dividends declared and paid	(58,892)					(58,892)	(58,892)
Other noncontrolling interest activity	(122)							(122)
Share repurchases under repurchase program	(17,500)	$ (1)	1	(17,500)			(17,500)
Share repurchases under repurchase program (in shares)		(152,000)
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes	(9,457)	$ 2	6,225	(15,684)			(9,457)
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes (in shares)		225,000
Ending Balance at Aug. 31, 2024	2,651,527	$ 1,287	1,156,977	(897,686)	(540,590)	2,929,439	2,649,427	2,100
Ending Balance (in shares) at Aug. 31, 2024		128,702,000
Beginning Balance at May. 31, 2024	2,512,225	$ 1,286	1,150,751	(864,502)	(537,290)	2,760,639	2,510,884	1,341
Beginning Balance (in shares) at May. 31, 2024		128,629,000
Net income	412,004
Other comprehensive (loss) income	(43,469)
Share repurchases under repurchase program	$ (35,000)
Share repurchases under repurchase program (in shares)	(281,015)
Ending Balance at Nov. 30, 2024	$ 2,717,650	$ 1,286	1,164,301	(915,818)	(580,763)	3,047,021	2,716,027	1,623
Ending Balance (in shares) at Nov. 30, 2024		128,568,000
Beginning Balance at Aug. 31, 2024	2,651,527	$ 1,287	1,156,977	(897,686)	(540,590)	2,929,439	2,649,427	2,100
Beginning Balance (in shares) at Aug. 31, 2024		128,702,000
Net income	183,450					183,204	183,204	246
Other comprehensive (loss) income	(40,188)				(40,173)		(40,173)	(15)
Dividends declared and paid	(65,622)					(65,622)	(65,622)
Other noncontrolling interest activity	(708)							(708)
Share repurchases under repurchase program	$ (17,500)
Share repurchases under repurchase program (in shares)	(128,869)
Share repurchases under repurchase program and related excise tax	$ (17,478)	$ (1)	1	(17,478)			(17,478)
Share repurchases under repurchase program and related excise tax (in Shares)		(129,000)
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes	6,669		7,323	(654)			6,669
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes (in shares)		(5,000)
Ending Balance at Nov. 30, 2024	$ 2,717,650	$ 1,286	$ 1,164,301	$ (915,818)	$ (580,763)	$ 3,047,021	$ 2,716,027	$ 1,623
Ending Balance (in shares) at Nov. 30, 2024		128,568,000

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Consolidated Statements of Stockholders' Equity (Parenthetical) - $ / shares	3 Months Ended
	Nov. 30, 2024	Aug. 31, 2024	Nov. 30, 2023	Aug. 31, 2023
Statement of Stockholders' Equity [Abstract]
Dividends declared and paid per share	$ 0.51	$ 0.46	$ 0.46	$ 0.42

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Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ 183,204	$ 145,505	$ 410,896	$ 346,587

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Insider Trading Arrangements	3 Months Ended
	Nov. 30, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

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Consolidation, Noncontrolling Interests and Basis of Presentation

6 Months Ended

Nov. 30, 2024

Accounting Policies [Abstract]

Consolidation, Noncontrolling Interests and Basis of Presentation

NOTE 1 — CONSOLIDATION, NONCONTROLLING INTERESTS AND BASIS OF PRESENTATION

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the U.S. (“GAAP”) for interim financial information and the instructions to Form 10-Q. In our opinion, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation have been included for the three- and six-month periods ended November 30, 2024 and 2023. For further information, refer to the Consolidated Financial Statements and Notes included in our Annual Report on Form 10-K for the year ended May 31, 2024.

Our financial statements include all of our majority-owned subsidiaries. We account for our investments in less-than-majority-owned joint ventures, for which we have the ability to exercise significant influence, under the equity method. Effects of transactions between related companies are eliminated in consolidation.

Noncontrolling interests are presented in our Consolidated Financial Statements as if parent company investors (controlling interests) and other minority investors (noncontrolling interests) in partially-owned subsidiaries have similar economic interests in a single entity. As a result, investments in noncontrolling interests are reported as equity in our Consolidated Financial Statements. Additionally, our Consolidated Financial Statements include 100% of a controlled subsidiary’s earnings, rather than only our share. Transactions between the parent company and noncontrolling interests are reported in equity as transactions between stockholders, provided that these transactions do not create a change in control.

Our business is dependent on external weather factors. Historically, we have experienced strong sales and net income in our first, second and fourth fiscal quarters comprising the three-month periods ending August 31, November 30, and May 31, respectively, with weaker performance in our third fiscal quarter (December through February).

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New Accounting Pronouncements

6 Months Ended

Nov. 30, 2024

Accounting Changes and Error Corrections [Abstract]

New Accounting Pronouncements

NOTE 2 — NEW ACCOUNTING PRONOUNCEMENTS

New Pronouncements Adopted

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50)," which is intended to establish disclosures that enhance the transparency of a supplier finance program used by an entity in connection with the purchase of goods and services. This guidance requires annual and interim disclosure of the key terms of outstanding supplier finance programs, the amount outstanding under such programs including where they are recorded on the balance sheet, and a roll-forward of the related obligations. The new standard does not affect the recognition, measurement, or financial statement presentation of the supplier finance program obligations. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. We adopted the new standard on June 1, 2023, on a retrospective basis other than the roll-forward guidance, which we plan to adopt on a prospective basis beginning with our fiscal 2025 annual financial statements. As of adoption on June 1, 2023, we did not have any material supplier finance program obligations; however, we began such an arrangement during the fourth quarter of fiscal 2024. Refer to Note 14, “Supply Chain Financing,” to the Consolidated Financial Statements.

New Pronouncements Issued

In November 2024, the FASB issued ASU 2024-03, " Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)." Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. We are currently evaluating this ASU to determine its impact on our disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which requires a public business entity to disclose specific categories in its annual effective tax rate reconciliation and disaggregated information about significant reconciling items by jurisdiction and by nature. The ASU also requires entities to disclose their income tax payments (net of refunds) to international, federal, and state and local jurisdictions. The guidance makes several other changes to income tax disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2024, on a retrospective or prospective basis. Early adoption is permitted. We are currently evaluating this ASU to determine its impact on our disclosures.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which expands disclosures about a public business entity's reportable segments and provides for more detailed information about a reportable segment's expenses. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. We are currently evaluating this ASU to determine its impact on our disclosures.

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Restructuring

6 Months Ended

Nov. 30, 2024

Restructuring and Related Activities [Abstract]

Restructuring

NOTE 3 — RESTRUCTURING

We record restructuring charges associated with management-approved restructuring plans to either reorganize one or more of our business segments, or to remove duplicative headcount and infrastructure associated with our businesses. Restructuring charges can include severance costs to eliminate a specified number of associates, infrastructure charges to vacate facilities and consolidate operations, contract cancellation costs and other costs. We record the short-term portion of our restructuring liability in other accrued liabilities and the long-term portion, if any, in other long-term liabilities in our Consolidated Balance Sheets.

In August 2022, we approved and announced our Margin Achievement Plan 2025 (“MAP 2025”), which is a multi-year restructuring plan 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. 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.

The current total expected costs associated with this plan are outlined below and decreased approximately $0.9 million compared to our prior quarter estimate, attributable to decreases in expected facility closure and other related costs of $1.6 million and increases in expected severance and benefit charges of $0.7 million. Throughout our MAP 2025 initiative, we will continue to assess and find areas of improvement and cost savings. As such, the final implementation of the aforementioned phases and total expected costs are subject to change.

USL Restructuring

During the quarter ended August 31, 2023, we recognized a loss on sale of $4.5 million in connection with the divestiture of USL’s Bridgecare services division. The Bridgecare division was a contracting business focused on the installation of joints and waterproofing in the UK. The loss on this sale was included in selling, general and administrative ("SG&A") expenses in our Consolidated Statements of Income and net loss on sales of assets and businesses in our Consolidated Statements of Cash Flows.

Additionally, during the quarter ended August 31, 2023, in connection with MAP 2025, we realigned certain businesses and management structures within our segments. Within our PCG segment, certain businesses of our USL reporting unit were transferred to our Fibergrate, Carboline and Stonhard reporting units. As a result of this change in our market strategy, we performed an interim impairment assessment of the USL indefinite-lived tradename. Calculating the fair value of the USL’s indefinite-lived tradename required the use of various estimates and assumptions. We estimated the fair value of USL’s indefinite-lived tradename by applying a relief-from-royalty calculation, which included discounted future cash flows related to projected revenues impacted by this decision. In applying this methodology, we relied on a number of factors, including actual and forecasted revenues and market data. As the carrying amount of the tradename exceeded its fair value, an impairment loss of $3.3 million was recorded for the three months ended August 31, 2023. This impairment loss was classified as restructuring expense within our PCG segment.

Following is a summary of the charges recorded in connection with MAP 2025 by reportable segment for the three- and six-month periods ending November 30, 2024, as well as the total expected costs related to projects identified to date:

	Three Months Ended		Six Months Ended		Cumulative Costs			Total Expected
(In thousands)	November 30, 2024		November 30, 2024		to Date			Costs
Construction Products Group ("CPG") Segment:
Severance and benefit costs	$	938	$	1,828	$	17,031		$	20,306
Facility closure and other related costs		294		670		1,278			6,498
Total Charges	$	1,232	$	2,498	$	18,309		$	26,804
Performance Coatings Group ("PCG") Segment:
Severance and benefit costs	$	917	$	1,067	$	4,926		$	5,491
Facility closure and other related costs		7		12		184			1,493
Other restructuring costs		-		-		7,092			7,092
Total Charges	$	924	$	1,079	$	12,202		$	14,076
Consumer Segment:
Severance and benefit costs	$	3,418	$	7,356	$	17,129		$	18,014
Facility closure and other related costs		437		457		1,234			2,198
Total Charges	$	3,855	$	7,813	$	18,363		$	20,212
Specialty Products Group ("SPG") Segment:
Severance and benefit costs	$	409	$	1,890	$	5,589		$	5,629
Facility closure and other related costs		1,137		1,479		2,014			3,078
Total Charges	$	1,546	$	3,369	$	7,603		$	8,707
Corporate/Other Segment:
Severance and benefit (credits)	$	-	$	-	$	(50	)	$	(50	)
Total Charges	$	-	$	-	$	(50	)	$	(50	)
Consolidated:
Severance and benefit costs	$	5,682	$	12,141	$	44,625		$	49,390
Facility closure and other related costs		1,875		2,618		4,710			13,267
Other restructuring costs		-		-		7,092			7,092
Total Charges	$	7,557	$	14,759	$	56,427		$	69,749

Following is a summary of the charges recorded in connection with MAP 2025 by reportable segment for the three- and six-month periods ending November 30, 2023:

	Three Months Ended		Six Months Ended
(In thousands)	November 30, 2023		November 30, 2023
CPG Segment:
Severance and benefit costs	$	387	$	802
Total Charges	$	387	$	802
PCG Segment:
Severance and benefit costs	$	213	$	1,044
Facility closure and other related costs		93		123
Other restructuring costs (a)		-		4,555
Total Charges	$	306	$	5,722
Consumer Segment:
Severance and benefit costs	$	35	$	35
Facility closure and other related costs		-		14
Total Charges	$	35	$	49
SPG Segment:
Severance and benefit costs	$	482	$	1,135
Facility closure and other related costs		29		29
Total Charges	$	511	$	1,164
Consolidated:
Severance and benefit costs	$	1,117	$	3,016
Facility closure and other related costs		122		166
Other restructuring costs		-		4,555
Total Charges	$	1,239	$	7,737

(a)Of the $4.6 million of other restructuring costs incurred for the six-month period ending November 30, 2023, $3.3 million is associated with the impairment of an indefinite-lived tradename as described above.

A summary of the activity in the restructuring reserves related to MAP 2025 is as follows:

(in thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs		Total
Balance at August 31, 2024	$	16,611		$	25		$	-	$	16,636
Additions charged to expense		5,682			1,875			-		7,557
Cash payments charged against reserve		(3,960	)		(1,611	)		-		(5,571	)
Non-cash charges and other adjustments		(708	)		-			-		(708	)
Balance at November 30, 2024	$	17,625		$	289		$	-	$	17,914

(In thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs		Total
Balance at June 1, 2024	$	17,351		$	18		$	-	$	17,369
Additions charged to expense		12,141			2,618			-		14,759
Cash payments charged against reserve		(11,403	)		(2,347	)		-		(13,750	)
Non-cash charges and other adjustments		(464	)		-			-		(464	)
Balance at November 30, 2024	$	17,625		$	289		$	-	$	17,914

(In thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs		Total
Balance at August 31, 2023	$	2,510		$	-		$	-	$	2,510
Additions charged to expense		1,117			122			-		1,239
Cash payments charged against reserve		(884	)		(122	)		-		(1,006	)
Non-cash charges and other adjustments		62			-			-		62
Balance at November 30, 2023	$	2,805		$	-		$	-	$	2,805

(In thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs			Total
Balance at June 1, 2023	$	2,717		$	-		$	-		$	2,717
Additions charged to expense		3,016			166			4,555			7,737
Cash payments charged against reserve		(2,945	)		(166	)		-			(3,111	)
Non-cash charges and other adjustments		17			-			(4,555	)		(4,538	)
Balance at November 30, 2023	$	2,805		$	-		$	-		$	2,805

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Fair Value Measurements

6 Months Ended

Nov. 30, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

NOTE 4 — FAIR VALUE MEASUREMENTS

Financial instruments recorded in the Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, marketable securities, notes and accounts payable, and debt.

An allowance for credit losses is established for trade accounts receivable using assessments of current creditworthiness of customers, historical collection experience, the aging of receivables and other currently available evidence. Trade accounts receivable balances are written-off against the allowance if a final determination of uncollectibility is made. All provisions for allowance for doubtful collection of accounts are included in SG&A expense.

The valuation techniques utilized for establishing the fair values of assets and liabilities are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect management’s market assumptions. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value, as follows:

Level 1 Inputs — Quoted prices for identical instruments in active markets.

Level 2 Inputs — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs — Instruments with primarily unobservable value drivers.

The following tables present our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at November 30, 2024
Available-for-sale debt securities:
U.S. Treasury and other government	$	-	$	23,120	$	-	$	23,120
Corporate bonds		-		143		-		143
Total available-for-sale debt securities		-		23,263		-		23,263
Marketable equity securities:
Stocks – foreign		1,688		-		-		1,688
Stocks – domestic		10,223		-		-		10,223
Mutual funds – foreign		-		44,127		-		44,127
Mutual funds – domestic		-		97,946		-		97,946
Total marketable equity securities		11,911		142,073		-		153,984
Total	$	11,911	$	165,336	$	-	$	177,247

(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Fair Value at May 31, 2024
Available-for-sale debt securities:
U.S. Treasury and other government	$	-	$	26,559	$	-		$	26,559
Corporate bonds		-		138		-			138
Total available-for-sale debt securities		-		26,697		-			26,697
Marketable equity securities:
Stocks – foreign		1,518		-		-			1,518
Stocks – domestic		9,028		-		-			9,028
Mutual funds – foreign		-		39,114		-			39,114
Mutual funds – domestic		-		77,966		-			77,966
Total marketable equity securities		10,546		117,080		-			127,626
Contingent consideration		-		-		(2,229	)		(2,229	)
Total	$	10,546	$	143,777	$	(2,229	)	$	152,094

Our investments in available-for-sale debt securities and marketable equity securities are valued using a market approach. The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors, including the type of instrument, whether the instrument is actively traded and other characteristics particular to the transaction. For most of our financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment.

The contingent consideration represents the estimated fair value of the additional variable cash consideration payable in connection with recent acquisitions that is contingent upon the achievement of certain performance milestones. We estimated the fair value using expected future cash flows over the period in which the obligation is expected to be settled which is considered to be a Level 3 input. During the first half of fiscal 2025, we paid approximately $2.2 million to satisfy contingent consideration obligations relating to certain performance milestones that were established in prior periods and achieved during the current year. During the first half of fiscal 2024, we paid approximately $1.1 million to satisfy contingent consideration obligations relating to certain performance milestones that were established in prior periods and achieved during fiscal 2024. In the Consolidated Statements of Cash Flows, payments of acquisition-related contingent consideration for the amount recognized at fair value as of the acquisition date are reported in cash flows from financing activities, while payments of contingent consideration in excess of fair value as of the acquisition date, are reported in cash flows from operating activities within other accrued liabilities.

The carrying value of our current financial instruments, which include cash and cash equivalents, marketable securities, trade accounts receivable, accounts payable and short-term debt approximates fair value because of the short-term maturity of these financial instruments. At November 30, 2024 and May 31, 2024, the fair value of our long-term debt was estimated using active market quotes, based on our current incremental borrowing rates for similar types of borrowing arrangements, which are Level 2 inputs. Based on the analysis performed, the fair value and the carrying value of our long-term debt as of November 30, 2024 and May 31, 2024 is as follows:

	At November 30, 2024
(In thousands)	Carrying Value		Fair Value
Long-term debt, including current portion	$	2,025,906	$	1,944,328
	At May 31, 2024
(In thousands)	Carrying Value		Fair Value
Long-term debt, including current portion		2,127,148		1,979,359

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Investment (Income), Net

6 Months Ended

Nov. 30, 2024

Other Income and Expenses [Abstract]

Investment (Income), Net

NOTE 5 — INVESTMENT (INCOME), NET

Investment (income), net, consists of the following components:

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
(In thousands)	2024			2023			2024			2023
Interest (income)	$	(3,080	)	$	(4,897	)	$	(7,063	)	$	(10,348	)
Net (gain) loss on marketable securities		(4,713	)		225			(10,684	)		(6,226	)
Dividend (income)		(733	)		(617	)		(1,805	)		(1,154	)
Investment (income), net	$	(8,526	)	$	(5,289	)	$	(19,552	)	$	(17,728	)

Net (Gain) Loss on Marketable Securities

	Three Months Ended					Six Months Ended
	November 30,			November 30,		November 30,			November 30,
(In thousands)	2024			2023		2024			2023
Unrealized (gains) losses on marketable equity securities	$	(4,727	)	$	103	$	(10,505	)	$	(6,424	)
Realized (gains) losses on marketable equity securities		(70	)		87		(265	)		132
Realized losses on available-for-sale debt securities		84			35		86			66
Net (gain) loss on marketable securities	$	(4,713	)	$	225	$	(10,684	)	$	(6,226	)

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Other (Income) Expense, Net

6 Months Ended

Nov. 30, 2024

Other Income and Expenses [Abstract]

Other (Income) Expense, Net

NOTE 6 — OTHER (INCOME) EXPENSE, NET

Other (income) expense, net, consists of the following components:

	Three Months Ended					Six Months Ended
	November 30,			November 30,		November 30,			November 30,
(In thousands)	2024			2023		2024			2023
Pension non-service (credits) costs	$	(25	)	$	2,785	$	(52	)	$	5,566
Other		(457	)		32		(964	)		(195	)
Other (income) expense, net	$	(482	)	$	2,817	$	(1,016	)	$	5,371

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Income Taxes

6 Months Ended

Nov. 30, 2024

Income Tax Disclosure [Abstract]

Income Taxes

NOTE 7 — INCOME TAXES

The effective income tax rate of 13.9% for the three months ended November 30, 2024 compares to the effective income tax rate of 25.5% for the three months ended November 30, 2023. The effective income tax rate of 18.2% for the six months ended November 30, 2024 compares to the effective income tax rate of 25.3% for the six months ended November 30, 2023.

The effective income tax rates for the three- and six-month periods ended November 30, 2024 and 2023 reflect variances from the 21% statutory rate due to the unfavorable impact of state and local income taxes, non-deductible business expenses, and the net tax on foreign subsidiary income resulting from the global intangible low-taxed income provisions, partially offset by tax benefits related to equity compensation and foreign tax credits.

Additionally, the effective income tax rate for the current three- and six-month periods ended November 30, 2024, reflect adjustments made to our deferred income taxes. During the quarter ended November 30, 2024, we reassessed certain of our income tax positions following recent developments in U.S. income tax case law. Based on our current analysis and interpretations, we recorded a gross favorable income tax adjustment of $43.9 million which reflects an increase in our deferred income tax assets for U.S. foreign tax credit carryforwards. Further, we assessed our ability to fully realize the deferred income tax assets associated with these incremental U.S. foreign tax credits during the respective carryforward periods. As of November 30, 2024, we concluded that a valuation allowance of $22.1 million should be recorded. The valuation allowance reduces the benefit for the aforementioned gross deferred tax asset adjustment to a net amount of $21.8 million, which reflects our current estimate of the amount of the deferred tax asset for these credits we expect to realize during the carryforward periods.

The effective income tax rate for the six-month period ended November 30, 2024, also reflects a favorable adjustment for incremental U.S. foreign tax credits associated with a distribution of historic foreign earnings that were previously not considered to be permanently reinvested. The distribution of such earnings was done in conjunction with the execution of global cash redeployment and debt optimization projects.

Our deferred tax liability for unremitted foreign earnings was adjusted to $4.1 million as of May 31, 2024. The $4.1 million represented our estimate of the net tax cost of remitting of $285.6 million of foreign earnings that were not considered to be permanently reinvested. As of November 30, 2024, the amount of these earnings has changed to $157.2 million and we no longer have a tax liability associated

with remitting these earnings. The reduction to the earnings amounts no longer permanently reinvested is due principally to distributions of such earnings during the quarter. We have not provided for foreign withholding or income taxes on the remaining foreign subsidiaries’ undistributed earnings because such earnings have been retained and reinvested by the subsidiaries as of November 30, 2024. Accordingly, no provision has been made for foreign withholding or income taxes, which may become payable if the remaining undistributed earnings of foreign subsidiaries were remitted to us as dividends.

The Organization for Economic Co-operation and Development (“OECD”) has proposed a framework comprised of rules and models, collectively referred to as Pillar Two (“P2”), that are designed to ensure that certain multi-national enterprises pay a minimum tax rate of 15% on reported profits arising in each jurisdiction where they operate. Although the OECD provided a framework for applying the minimum tax, individual countries have and may continue to enact P2 rules that are different than the OECD framework. While we continue to monitor P2 developments, we do not anticipate that P2 will have a material impact on our long-term financial position.

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Inventories

6 Months Ended

Nov. 30, 2024

Inventory Disclosure [Abstract]

Inventories

NOTE 8 — INVENTORIES

Inventories, net of reserves, were composed of the following major classes:

(In thousands)	November 30, 2024		May 31, 2024
Raw material and supplies	$	376,763	$	354,428
Finished goods		618,499		602,037
Total Inventory, Net of Reserves	$	995,262	$	956,465

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Stock Repurchase Program

6 Months Ended

Nov. 30, 2024

Equity [Abstract]

Stock Repurchase Program

NOTE 9 — STOCK REPURCHASE PROGRAM

On January 8, 2008, we announced our authorization of a stock repurchase program under which we may repurchase shares of RPM International Inc. common stock at management’s discretion. As announced on November 28, 2018, our goal was to return $1.0 billion in capital to stockholders by May 31, 2021 through share repurchases and the retirement of our convertible note during fiscal 2019. On April 16, 2019, after taking into account share repurchases under our existing stock repurchase program to date, our Board of Directors authorized the repurchase of the remaining $600.0 million in value of RPM International Inc. common stock by May 31, 2021.

As previously announced, given macroeconomic uncertainty resulting from the Covid pandemic, we had suspended stock repurchases under the program, but in January 2021, our Board of Directors authorized the resumption of the stock repurchases. At the time of resuming the program, $469.7 million of shares of common stock remained available for repurchase. The Board of Directors also extended the stock repurchase program beyond its original May 31, 2021 expiration date until such time that the remaining $469.7 million of capital has been returned to our stockholders.

As a result, we may repurchase shares from time to time in the open market or in private transactions at various times and in amounts and for prices that our management deems appropriate, subject to insider trading rules and other securities law restrictions. The timing of our purchases will depend upon prevailing market conditions, alternative uses of capital and other factors. We may limit or terminate the repurchase program at any time.

During the three months ended November 30, 2024, we repurchased 128,869 shares of our common stock at a cost of approximately $17.5 million, or an average of $135.79 per share, under this program. During the three months ended November 30, 2023, we repurchased 131,858 shares of our common stock at a cost of $12.5 million, or an average of $94.80 per share, under this program. During the six months ended November 30, 2024, we repurchased 281,015 shares of our common stock at a cost of approximately $35.0 million, or an average of $124.55 per share, under this program. During the six months ended November 30, 2023, we repurchased 254,283 shares of our common stock at a cost of $25.0 million, or an average of $98.32 per share, under this program. The maximum dollar amount that may yet be repurchased under our stock repurchase program was approximately $227.3 million at November 30, 2024.

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Accumulated Other Comprehensive (Loss)

6 Months Ended

Nov. 30, 2024

Equity [Abstract]

Accumulated Other Comprehensive (Loss)

NOTE 10 — ACCUMULATED OTHER COMPREHENSIVE (LOSS)

Accumulated other comprehensive (loss) consists of the following components:

				Pension And
				Other
	Foreign			Postretirement			Unrealized		Unrealized
	Currency			Benefit			Gain		Gain (Loss)
Three Months Ended November 30, 2024	Translation			Liability			(Loss) On		On
(In thousands)	Adjustments			Adjustments			Derivatives		Securities			Total
Balance at August 31, 2024	$	(465,638	)	$	(84,789	)	$	11,405	$	(1,568	)	$	(540,590	)
Current period comprehensive (loss) income		(42,679	)		-			-		97			(42,582	)
Income taxes associated with current period comprehensive income (loss)		353			-			-		(23	)		330
Amounts reclassified from accumulated other comprehensive income (loss)		-			2,968			-		(141	)		2,827
Income taxes reclassified into earnings		-			(768	)		-		20			(748	)
Balance at November 30, 2024	$	(507,964	)	$	(82,589	)	$	11,405	$	(1,615	)	$	(580,763	)

				Pension And
				Other
	Foreign			Postretirement			Unrealized		Unrealized
	Currency			Benefit			Gain		Gain (Loss)
Three Months Ended November 30, 2023	Translation			Liability			(Loss) On		On
(In thousands)	Adjustments			Adjustments			Derivatives		Securities			Total
Balance at August 31, 2023	$	(456,536	)	$	(145,600	)	$	11,405	$	(2,458	)	$	(593,189	)
Current period comprehensive (loss) income		(673	)		-			-		150			(523	)
Income taxes associated with current period comprehensive income (loss)		632			-			-		(16	)		616
Amounts reclassified from accumulated other comprehensive income (loss)		-			4,500			-		(45	)		4,455
Income taxes reclassified into earnings		-			(1,054	)		-		5			(1,049	)
Balance at November 30, 2023	$	(456,577	)	$	(142,154	)	$	11,405	$	(2,364	)	$	(589,690	)

				Pension And
				Other
	Foreign			Postretirement			Unrealized		Unrealized
	Currency			Benefit			Gain		Gain (Loss)
Six Months Ended November 30, 2024	Translation			Liability			(Loss) On		On
(In thousands)	Adjustments			Adjustments			Derivatives		Securities			Total
Balance at June 1, 2024	$	(461,847	)	$	(84,647	)	$	11,405	$	(2,201	)	$	(537,290	)
Current period comprehensive (loss) income		(43,958	)		(1,521	)		-		896			(44,583	)
Income taxes associated with current period comprehensive (loss) income		(69	)		-			-		(82	)		(151	)
Amounts reclassified from accumulated other comprehensive income (loss)		-			4,734			-		(265	)		4,469
Income taxes reclassified into earnings		(2,090	)		(1,155	)		-		37			(3,208	)
Balance at November 30, 2024	$	(507,964	)	$	(82,589	)	$	11,405	$	(1,615	)	$	(580,763	)

				Pension And
				Other
	Foreign			Postretirement			Unrealized		Unrealized
	Currency			Benefit			Gain		Gain (Loss)
Six Months Ended November 30, 2023	Translation			Liability			(Loss) On		On
(In thousands)	Adjustments			Adjustments			Derivatives		Securities			Total
Balance at June 1, 2023	$	(465,375	)	$	(148,764	)	$	11,405	$	(2,201	)	$	(604,935	)
Current period comprehensive (loss) income		9,117			-			-		67			9,184
Income taxes associated with current period comprehensive (loss) income		(319	)		-			-		(61	)		(380	)
Amounts reclassified from accumulated other comprehensive income (loss)		-			8,622			-		(179	)		8,443
Income taxes reclassified into earnings		-			(2,012	)		-		10			(2,002	)
Balance at November 30, 2023	$	(456,577	)	$	(142,154	)	$	11,405	$	(2,364	)	$	(589,690	)

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Earnings Per Share

6 Months Ended

Nov. 30, 2024

Earnings Per Share [Abstract]

Earnings Per Share

NOTE 11 — EARNINGS PER SHARE

The following table sets forth the reconciliation of the numerator and denominator of basic and diluted earnings per share ("EPS") for the three- and six-month periods ended November 30, 2024 and 2023.

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
(In thousands, except per share amounts)	2024			2023			2024			2023
Numerator for earnings per share:
Net income attributable to RPM International Inc. stockholders	$	183,204		$	145,505		$	410,896		$	346,587
Less: Allocation of earnings and dividends to participating securities		(739	)		(707	)		(1,615	)		(1,597	)
Net income available to common shareholders - basic		182,465			144,798			409,281			344,990
Add: Undistributed earnings reallocated to unvested shareholders		3			2			7			4
Net income available to common shareholders - diluted	$	182,468		$	144,800		$	409,288		$	344,994
Denominator for basic and diluted earnings per share:
Basic weighted average common shares		127,658			127,758			127,675			127,816
Average diluted options and awards		686			491			717			496
Total shares for diluted earnings per share (1)		128,344			128,249			128,392			128,312
Earnings Per Share of Common Stock Attributable to
RPM International Inc. Stockholders:
Basic Earnings Per Share of Common Stock	$	1.43		$	1.13		$	3.21		$	2.70
Method used to calculate basic earnings per share	Two-class			Two-class			Two-class			Two-class
Diluted Earnings Per Share of Common Stock	$	1.42		$	1.13		$	3.19		$	2.69
Method used to calculate diluted earnings per share	Two-class			Two-class			Two-class			Two-class

(1) The dilutive effect of performance-based restricted stock units is included when they have met minimum performance thresholds. The dilutive effect of SARs includes all outstanding awards except awards that are considered antidilutive. SARs are antidilutive when the exercise price exceeds the average market price of the Company’s common shares during the periods presented. For the three and six months ended November 30, 2024, approximately 300,000 and 230,000 shares of stock, respectively, granted under stock-based compensation plans were excluded from the calculation of diluted EPS, as the effect would have been anti-dilutive. For the three and six months ended November 30, 2023, approximately 360,000 and 280,000 shares of stock, respectively, granted under stock-based compensation plans were excluded from the calculation of diluted EPS, as the effect would have been anti-dilutive.

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Pension Plans

6 Months Ended

Nov. 30, 2024

Retirement Benefits [Abstract]

Pension Plans

NOTE 12 — PENSION PLANS

We offer defined benefit pension plans, defined contribution pension plans, and various postretirement benefit plans. The following tables provide the retirement-related benefit plans’ impact on income before income taxes for the three- and six-month periods ended November 30, 2024 and 2023:

	U.S. Plans						Non-U.S. Plans
	Three Months Ended						Three Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Pension Benefits	2024			2023			2024			2023
Service cost	$	10,804		$	10,913		$	1,120		$	887
Interest cost		9,795			8,992			1,963			1,935
Expected return on plan assets		(12,017	)		(10,518	)		(2,376	)		(2,400	)
Amortization of:
Prior service cost (credit)		1			1			(32	)		(31	)
Net actuarial losses recognized		2,153			4,205			294			209
Net Periodic Benefit Cost	$	10,736		$	13,593		$	969		$	600

	U.S. Plans						Non-U.S. Plans
	Three Months Ended						Three Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Postretirement Benefits	2024			2023			2024			2023
Service cost	$	-		$	-		$	425		$	569
Interest cost		21			22			318			390
Amortization of:
Net actuarial (gains) recognized		(6	)		(4	)		(140	)		(12	)
Net Periodic Benefit Cost	$	15		$	18		$	603		$	947

	U.S. Plans						Non-U.S. Plans
	Six Months Ended						Six Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Pension Benefits	2024			2023			2024			2023
Service cost	$	21,608		$	21,826		$	2,240		$	1,774
Interest cost		19,590			17,984			3,926			3,870
Expected return on plan assets		(24,034	)		(21,036	)		(4,752	)		(4,800	)
Amortization of:
Prior service cost (credit)		1			2			(64	)		(62	)
Net actuarial losses recognized		4,306			8,410			588			418
Net Periodic Benefit Cost	$	21,471		$	27,186		$	1,938		$	1,200

	U.S. Plans						Non-U.S. Plans
	Six Months Ended						Six Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Postretirement Benefits	2024			2023			2024			2023
Service cost	$	-		$	-		$	850		$	1,138
Interest cost		42			44			636			780
Amortization of:
Net actuarial (gains) recognized		(12	)		(8	)		(280	)		(24	)
Net Periodic Benefit Cost	$	30		$	36		$	1,206		$	1,894

Net periodic pension cost for fiscal 2025 is less than our fiscal 2024 cost due to an increase in expected return on plan assets and a reduction in the amortization of the net actuarial loss to be recognized. We expect that pension expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, and these fluctuations may have a material impact on our consolidated financial results in the future. We are required and expect to contribute approximately $5.9 million to plans outside the U.S. during the current fiscal year and we will evaluate whether to make additional contributions to plans in the U.S. and outside the U.S. throughout fiscal 2025.

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Contingencies and Accrued Losses

6 Months Ended

Nov. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Contingencies and Accrued Losses

NOTE 13 — CONTINGENCIES AND ACCRUED LOSSES

Product Liability Matters

We provide, through our wholly-owned insurance subsidiaries, certain insurance coverage, primarily product liability coverage, to our other subsidiaries. Excess coverage is provided by third-party insurers. Our product liability accruals provide for these potential losses as well as other uninsured claims. Product liability accruals are established based upon actuarial calculations of potential liability using industry experience, actual historical experience and actuarial assumptions developed for similar types of product liability claims, including development factors and lag times. To the extent there is a reasonable possibility that potential losses could exceed the amounts already accrued, we believe that the amount of any such additional loss would be immaterial to our results of operations, liquidity and consolidated financial position.

Warranty Matters

We also offer warranties on many of our products, as well as long-term warranty programs at certain of our businesses, and have established product warranty liabilities. We review these liabilities for adequacy on a quarterly basis and adjust them as necessary. The primary factors that could affect these liabilities may include changes in performance rates as well as costs of replacement. Provision for estimated warranty costs is recorded at the time of sale and periodically adjusted, as required, to reflect actual experience. It is probable that we will incur future losses related to warranty claims we have received but that have not been fully investigated and related to claims not yet received. While our warranty liabilities represent our best estimates at November 30, 2024, we can provide no assurances that we will not experience material claims in the future or that we will not incur significant costs to resolve such claims beyond the amounts accrued or beyond what we may recover from our suppliers. Based upon the nature of the expense, product warranty expense is recorded as a component of cost of sales or within SG&A.

Also, due to the nature of our businesses, the amount of claims paid can fluctuate from one period to the next. While our warranty liabilities represent our best estimates of our expected losses at any given time, from time-to-time we may revise our estimates based on our experience relating to factors such as weather conditions, specific circumstances surrounding product installations and other factors.

The following table includes the changes in our accrued warranty balances:

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
(In thousands)	2024			2023			2024			2023
Beginning Balance	$	11,190		$	12,002		$	11,621		$	11,776
Deductions (1)		(8,459	)		(9,977	)		(14,601	)		(17,384	)
Provision charged to expense		8,947			10,626			14,658			18,259
Ending Balance	$	11,678		$	12,651		$	11,678		$	12,651

(1) Primarily claims paid during the period.

Environmental Matters

Like other companies participating in similar lines of business, some of our subsidiaries are involved in environmental remediation matters. It is our policy to accrue remediation costs when the liability is probable and the costs are reasonably estimable, which generally is not later than at completion of a feasibility study or when we have committed to an appropriate plan of action. We also take into consideration the estimated period of time over which payments may be required. The liabilities are reviewed periodically and, as investigation and remediation activities continue, adjustments are made as necessary. Liabilities for losses from environmental remediation obligations do not consider the effects of inflation and anticipated expenditures are not discounted to their present value. The liabilities are not offset by possible recoveries from insurance carriers or other third parties but do reflect anticipated allocations among potentially responsible parties at federal superfund sites or similar state-managed sites, third-party indemnity obligations, and an assessment of the likelihood that such parties will fulfill their obligations at such sites.

On December 19, 2024, a subsidiary in our Consumer segment received informal notification from the U.S. Environmental Protection Agency of the agency'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. Based on information currently known, we are not able to estimate the outcome of this matter or a possible range of loss, if any.

Other Contingencies

One of our former subsidiaries in our SPG reportable segment has been the subject of a proceeding in which one of its former distributors brought suit against the subsidiary for breach of contract. Following a June 2017 trial, a jury determined that the distributor was not entitled to any damages on the distributor’s claims. On appeal, the Ninth Circuit Court of Appeals ordered a new trial with respect to certain issues. On December 10, 2021, a new jury awarded $6.0 million in damages to the distributor. Per the parties’ contracts, the distributor was also entitled to seek recovery of some portion of its attorneys’ fees and costs. On July 3, 2023, the Ninth Circuit Court of Appeals issued its decision rejecting the distributor's arguments and denying all appellate relief to the distributor, which also rendered our cross-appeal moot. On November 15, 2023, the U.S. District Court for the Eastern District of California issued an order awarding the distributor approximately $4.4 million in connection with attorney's fees and costs the distributor allegedly incurred throughout the duration of this legal action. As a result of this order, we increased our accrual to $10.4 million as of November 30, 2023. On December 27, 2023, we paid the $6.0 million judgment, and then decreased our accrual to approximately $4.4 million. However, because we strongly disagree with the District Court's order awarding attorneys’ fees and costs to the distributor, we timely filed an appeal of this order with the Ninth Circuit Court of Appeals, which remains pending. This contingency remains a liability of the Company.

One of our subsidiaries in our Consumer reportable segment has been the subject of a lawsuit filed in the United States District Court for the District of Oregon in which a former supplier of that subsidiary alleged that the subsidiary breached certain contractual obligations, misappropriated trade secrets, and committed fraud in connection with an Exclusive Sales Agreement and a Mutual Settlement Agreement and Release executed in November 2015 and 2017, respectively. Our subsidiary denied, and continues to deny, these allegations.

A jury trial commenced in this matter on September 17, 2024. On September 27, 2024, the jury rendered a verdict against our subsidiary for $190.0 million, consisting of both compensatory and punitive damages. We believe that the jury verdict is not supported by the facts of the case or applicable law, is the result of significant trial error, and there are strong grounds for appeal. The District Court has not yet entered any judgment against our subsidiary in relation to the verdict. Once entered, we intend to vigorously challenge the verdict and judgment through appropriate post-trial motions and appellate processes.

As a result, we believe that the likelihood that the amount of the judgment will be affirmed is not probable. We currently estimate a range of possible outcomes between approximately $0.5 million and $190.0 million, and we accrued a liability as of August 31, 2024, at the low end of the range, as no amount within the range is a better estimate than any other amount. This amount is reflected in accrued losses, and selling, general and administrative expenses in our consolidated financial statements as of and for the six-month period ended November 30, 2024. The ultimate loss to the Company with respect to the litigation matter could be materially different from the amount the Company has accrued. The Company cannot predict or estimate the duration or ultimate outcome of this matter.

Gain on Business Interruption Insurance

In April 2021, there was a significant plant explosion at a key alkyd resin supplier which caused severe supply chain disruptions. As a result of this disruption, the Consumer segment incurred incremental costs and lost sales during fiscal 2021 and 2022. A claim for these losses was submitted under our business interruption insurance policy. During the first half of fiscal 2024, the Consumer segment recovered $11.1 million from insurance. These proceeds were recorded as a gain of $0.8 million and $11.1 million for the three- and six-month periods ending November 30, 2023, respectively. No such proceeds were received during the first half of fiscal 2025. The insurance gains are recorded as a reduction to SG&A expenses in our Consolidated Statements of Income, and the proceeds are included within cash flows from operating activities in our Consolidated Statement of Cash Flows.

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Supply Chain Financing

6 Months Ended

Nov. 30, 2024

Payables and Accruals [Abstract]

Supply Chain Financing

NOTE 14 — SUPPLY CHAIN FINANCING

During the fourth quarter of 2024, we began offering a supplier finance program with a financial institution, in which suppliers may elect to receive early payment from the financial institution on invoices issued to RPM. The financial institution enters into separate arrangements with suppliers directly to participate in the program. We do not determine the terms or conditions of such arrangements or participate in the transactions between the suppliers and the financial institution. There are no assets pledged by RPM under the supplier finance program. Our responsibility is limited to making payments to the financial institution based on payment terms originally negotiated with the suppliers, regardless of whether the financial institution pays the supplier in advance of the original due date. The range of payment terms RPM negotiates with suppliers are consistent, regardless of whether a supplier participates in the supply chain finance program. RPM or the financial institution may terminate participation in the program upon at least 30 days’ notice.

The total amount due to the financial institution to settle supplier invoices under the supply chain finance program was $22.9 million and $32.9 million as of November 30, 2024 and May 31, 2024, respectively. These amounts are included within accounts payable on the Consolidated Balance Sheets.

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Revenue

6 Months Ended

Nov. 30, 2024

Revenue from Contract with Customer [Abstract]

Revenue

NOTE 15 — REVENUE

We operate a portfolio of businesses that manufacture and sell a variety of product lines that include specialty paints, protective coatings, roofing systems, sealants and adhesives, among other things. We disaggregate revenues from the sales of our products and services based upon geographical location by each of our reportable segments, which are aligned by similar economic factors, trends and customers, which best depict the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. See Note 16, “Segment Information,” to the Consolidated Financial Statements for further details regarding our disaggregated revenues, as well as a description of each of the unique revenue streams related to each of our four reportable segments.

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. The majority of our revenue is recognized at a point in time. However, we also record revenues generated under construction contracts, mainly in connection with the installation of specialized roofing and flooring systems and related services. For certain polymer flooring installation projects, we account for our revenue using the output method, as we consider square footage of completed flooring to be the best measure of progress toward the complete satisfaction of the performance obligation. In contrast, for certain of our roofing installation projects, we account for our revenue using the input method, as that method is the best measure of performance as it considers costs incurred in relation to total expected project costs, which essentially represents the transfer of control for roofing systems to the customer. In general, for our construction contracts, we record contract revenues and related costs as our contracts progress on an over-time model.

We have elected to apply the practical expedient to recognize revenue net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Payment terms and conditions vary by contract type, although our customers’ payment terms generally include a requirement to pay within 30 to 60 days of fulfilling our performance obligations. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts generally do not include a significant financing component. We have elected to apply the practical expedient to treat all shipping and handling costs as fulfillment costs, as a significant portion of these costs are incurred prior to control transfer.

Significant Judgments

Our contracts with customers may include promises to transfer multiple products and/or services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For example, judgment is required to determine whether products sold in connection with the sale of installation services are considered distinct and accounted for separately, or not distinct and accounted for together with installation services and recognized over time.

We provide customer rebate programs and incentive offerings, including special pricing and co-operative advertising arrangements, promotions and other volume-based incentives. These customer programs and incentives are considered variable consideration and recognized as a reduction of net sales. Up-front consideration provided to customers is capitalized as a component of other assets and amortized over the estimated life of the contractual arrangement. We include in revenue variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the variable consideration is resolved. In general, this determination is made based upon known customer program and incentive offerings at the time of sale and expected sales volume forecasts as it relates to our volume-based incentives. This determination is updated each reporting period. Certain of our contracts include contingent consideration that is receivable only upon the final inspection and acceptance of a project. We include estimates of such variable consideration in our transaction price. Based on historical experience, we consider the probability-based expected value method appropriate to estimate the amount of such variable consideration.

Our products are generally sold with a right of return, and we may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. We record a right of return liability to accrue for expected customer returns. Historical actual returns are used to estimate future returns as a percentage of current sales. Obligations for returns and refunds were not material individually or in the aggregate.

We offer assurance type warranties on our products as well as separately sold warranty contracts. Revenue related to warranty contracts that are sold separately is recognized over the life of the warranty term. Warranty liabilities for our assurance type warranties are discussed further in Note 13, “Contingencies and Accrued Losses,” to the Consolidated Financial Statements.

Contract Balances

Timing of revenue recognition may differ from the timing of invoicing customers. Our contract assets are recorded for products and services that have been provided to our customer but have not yet been billed and are included in prepaid expenses and other current assets in our Consolidated Balance Sheets. Our short-term contract liabilities consist of advance payments, or deferred revenue, and are included in other accrued liabilities in our Consolidated Balance Sheets.

Trade accounts receivable, net of allowances, and net contract assets consisted of the following:

(In thousands, except percentages)	November 30, 2024			May 31, 2024			$ Change			% Change
Trade accounts receivable, less allowances	$	1,290,536		$	1,419,445		$	(128,909	)		(9.1	%)
Contract assets	$	65,908		$	57,833		$	8,075			14.0	%
Contract liabilities - short-term		(42,997	)		(44,996	)		1,999			(4.4	%)
Net Contract Assets	$	22,911		$	12,837		$	10,074

The $10.1 million increase in our net contract assets from May 31, 2024 to November 30, 2024, resulted primarily due to the timing of construction jobs in progress at November 30, 2024 versus May 31, 2024. During the three- and six-month periods ending November 30, 2024, we recognized $10.5 million and $33.1 million of revenue, which was included in contract liabilities as of May 31, 2024. During the three- and six-month periods ending November 30, 2023, we recognized $7.2 million and $28.5 million of revenue, which was included in contract liabilities as of May 31, 2023.

We also record long-term deferred revenue, which amounted to $82.8 million and $81.7 million as of November 30, 2024 and May 31, 2024, respectively. The long-term portion of deferred revenue is related to warranty contracts and is included in other long-term liabilities in our Consolidated Balance Sheets.

We have elected to adopt the practical expedient to not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the reporting period for performance obligations that are part of a contract with an original expected duration of one year or less.

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. As our contract terms are primarily one year or less in duration, we have elected to apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include our internal sales force compensation program and certain incentive programs as we have determined annual compensation is commensurate with annual sales activities.

Allowance for Credit Losses

Our primary allowance for credit losses is the allowance for doubtful accounts. The allowance for doubtful accounts reduces the trade accounts receivable balance to the estimated net realizable value equal to the amount that is expected to be collected. The allowance was based on assessments of current creditworthiness of customers, historical collection experience, the aging of receivables and other currently available evidence. Trade accounts receivable balances are written-off against the allowance if a final determination of uncollectibility is made. All provisions for allowances for doubtful collection of accounts are included in SG&A expenses.

The following tables summarize the activity for the allowance for credit losses for the three and six months ended November 30, 2024 and 2023:

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
(In thousands)	2024			2023			2024			2023
Beginning Balance	$	49,106		$	56,584		$	48,763		$	49,482
Bad debt provision		5,981			2,892			6,928			10,588
Uncollectible accounts written off, net of recoveries		(1,429	)		(2,033	)		(2,215	)		(2,815	)
Translation adjustments		(987	)		5			(805	)		193
Ending Balance	$	52,671		$	57,448		$	52,671		$	57,448

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Segment Information

6 Months Ended

Nov. 30, 2024

Segment Reporting [Abstract]

Segment Information

NOTE 16 — SEGMENT INFORMATION

We operate a portfolio of businesses and product lines that manufacture and sell a variety of specialty paints, protective coatings, roofing systems, flooring solutions, sealants, cleaners and adhesives. We manage our portfolio by organizing our businesses and product lines into four reportable segments 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. Our four operating segments represent components of our business for which separate financial information is available that is utilized on a regular basis by our chief operating decision maker in determining how to allocate the assets of the company and evaluate performance. These four operating segments are each managed by an operating segment manager, who is responsible for the day-to-day operating decisions and performance evaluation of the operating segment’s underlying businesses. We evaluate the profit performance of our segments primarily based on income before income taxes, but also look to earnings (loss) before interest and taxes (“EBIT”), as a performance evaluation measure because interest (income) expense, net is essentially related to corporate functions, as opposed to segment operations.

Our CPG reportable segment products and services are sold throughout North America and also account for a significant portion of our international sales. Our construction product lines are sold directly to manufacturers, contractors, distributors and end-users, including industrial manufacturing facilities, concrete and cement producers, public institutions and other commercial customers. Products and services within this reportable segment include 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.

Our PCG reportable 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. Products and services within this reportable segment include high-performance flooring solutions, corrosion control and fireproofing coatings, infrastructure repair systems and fiberglass reinforced plastic structures.

Our Consumer reportable segment manufactures and markets professional use and DIY products for a variety of mainly residential applications, including home improvement and personal leisure activities. Our Consumer reportable segment’s major manufacturing and distribution operations are located primarily in North America, along with a few locations in Europe, Australia and South America. Our Consumer reportable segment products are primarily sold directly to mass merchandisers, home improvement centers, hardware stores, paint stores, craft shops and through distributors. The Consumer reportable segment offers products that include specialty, hobby and professional paints; caulks; adhesives; cleaners; sandpaper and other abrasives; silicone sealants and wood stains.

Our SPG reportable segment products are sold throughout North America and internationally, primarily in Europe. Our SPG product lines are sold directly to contractors, distributors and end-users, such as industrial manufacturing facilities, public institutions and other commercial customers. 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. This category includes our corporate headquarters and related administrative expenses, results of our captive insurance companies, gains or losses on the sales of certain assets and other expenses not directly associated with any reportable segment. Assets related to the corporate/other category consist primarily of investments, prepaid expenses and headquarters’ property and equipment. These corporate and other assets and expenses reconcile reportable segment data to total consolidated income before income taxes and identifiable assets.

We reflect income from our joint ventures on the equity method and receive royalties from our licensees.

The following tables present a disaggregation of revenues by geography, and the results of our reportable segments consistent with our management philosophy, by representing the information we utilize, in conjunction with various strategic, operational and other financial performance criteria, in evaluating the performance of our portfolio of businesses.

Three Months Ended November 30, 2024	CPG Segment		PCG Segment		Consumer Segment		SPG Segment		Consolidated
(In thousands)
Net Sales (based on shipping location)
United States	$	432,088	$	227,455	$	476,656	$	154,304	$	1,290,503
Foreign
Canada		71,793		23,218		39,760		1,286		136,057
Europe		127,235		58,830		61,247		19,645		266,957
Latin America		59,000		10,304		6,872		828		77,004
Asia Pacific		-		29,950		5,712		8,789		44,451
Other Foreign		-		30,346		-		-		30,346
Total Foreign		258,028		152,648		113,591		30,548		554,815
Total	$	690,116	$	380,103	$	590,247	$	184,852	$	1,845,318
Three Months Ended November 30, 2023	CPG Segment		PCG Segment		Consumer Segment		SPG Segment		Consolidated
(In thousands)
Net Sales (based on shipping location)
United States	$	395,961	$	221,486	$	469,353	$	145,956	$	1,232,756
Foreign
Canada		70,181		25,301		39,601		1,303		136,386
Europe		126,915		58,452		57,646		20,905		263,918
Latin America		68,693		8,572		7,127		701		85,093
Asia Pacific		-		33,852		4,960		8,117		46,929
Other Foreign		-		27,193		-		-		27,193
Total Foreign		265,789		153,370		109,334		31,026		559,519
Total	$	661,750	$	374,856	$	578,687	$	176,982	$	1,792,275
Six Months Ended November 30, 2024	CPG Segment		PCG Segment		Consumer Segment		SPG Segment		Consolidated
(In thousands)
Net Sales (based on shipping location)
United States	$	970,981	$	451,025	$	986,324	$	303,659	$	2,711,989
Foreign
Canada		147,123		48,018		85,905		2,205		283,251
Europe		248,425		116,135		123,116		38,054		525,730
Latin America		117,578		19,455		12,821		1,608		151,462
Asia Pacific		-		59,394		10,555		13,891		83,840
Other Foreign		-		57,835		-		-		57,835
Total Foreign		513,126		300,837		232,397		55,758		1,102,118
Total	$	1,484,107	$	751,862	$	1,218,721	$	359,417	$	3,814,107
Six Months Ended November 30, 2023	CPG Segment		PCG Segment		Consumer Segment		SPG Segment		Consolidated
(In thousands)
Net Sales (based on shipping location)
United States	$	905,294	$	447,814	$	1,020,106	$	299,719	$	2,672,933
Foreign
Canada		149,342		49,547		85,941		2,432		287,262
Europe		254,871		122,122		118,512		41,381		536,886
Latin America		135,032		17,713		14,142		1,316		168,203
Asia Pacific		-		63,185		9,590		13,085		85,860
Other Foreign		-		52,988		-		-		52,988
Total Foreign		539,245		305,555		228,185		58,214		1,131,199
Total	$	1,444,539	$	753,369	$	1,248,291	$	357,933	$	3,804,132

	Three Months Ended						Six Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Income (Loss) Before Income Taxes	2024			2023			2024			2023
CPG Segment	$	105,652		$	98,398		$	262,650		$	238,850
PCG Segment		63,773			61,502			128,065			106,323
Consumer Segment		88,311			98,066			196,461			229,895
SPG Segment		16,694			10,145			31,897			26,542
Corporate/Other		(61,448	)		(72,287	)		(115,640	)		(136,632	)
Consolidated	$	212,982		$	195,824		$	503,433		$	464,978

(In thousands)	November 30,		May 31,
Identifiable Assets	2024		2024
CPG Segment	$	2,214,350	$	2,160,352
PCG Segment		1,316,716		1,164,165
Consumer Segment		2,184,107		2,283,370
SPG Segment		752,414		733,646
Corporate/Other		215,483		245,010
Consolidated	$	6,683,070	$	6,586,543

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New Accounting Pronouncements (Policies)

6 Months Ended

Nov. 30, 2024

Accounting Changes and Error Corrections [Abstract]

Consolidation, Noncontrolling Interests and Basis of Presentation

CONSOLIDATION, NONCONTROLLING INTERESTS AND BASIS OF PRESENTATION

The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the U.S. (“GAAP”) for interim financial information and the instructions to Form 10-Q. In our opinion, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation have been included for the three- and six-month periods ended November 30, 2024 and 2023. For further information, refer to the Consolidated Financial Statements and Notes included in our Annual Report on Form 10-K for the year ended May 31, 2024.

Our financial statements include all of our majority-owned subsidiaries. We account for our investments in less-than-majority-owned joint ventures, for which we have the ability to exercise significant influence, under the equity method. Effects of transactions between related companies are eliminated in consolidation.

Noncontrolling interests are presented in our Consolidated Financial Statements as if parent company investors (controlling interests) and other minority investors (noncontrolling interests) in partially-owned subsidiaries have similar economic interests in a single entity. As a result, investments in noncontrolling interests are reported as equity in our Consolidated Financial Statements. Additionally, our Consolidated Financial Statements include 100% of a controlled subsidiary’s earnings, rather than only our share. Transactions between the parent company and noncontrolling interests are reported in equity as transactions between stockholders, provided that these transactions do not create a change in control.

Our business is dependent on external weather factors. Historically, we have experienced strong sales and net income in our first, second and fourth fiscal quarters comprising the three-month periods ending August 31, November 30, and May 31, respectively, with weaker performance in our third fiscal quarter (December through February).

New Pronouncements Adopted and Issued

NEW ACCOUNTING PRONOUNCEMENTS

New Pronouncements Adopted

In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50)," which is intended to establish disclosures that enhance the transparency of a supplier finance program used by an entity in connection with the purchase of goods and services. This guidance requires annual and interim disclosure of the key terms of outstanding supplier finance programs, the amount outstanding under such programs including where they are recorded on the balance sheet, and a roll-forward of the related obligations. The new standard does not affect the recognition, measurement, or financial statement presentation of the supplier finance program obligations. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. We adopted the new standard on June 1, 2023, on a retrospective basis other than the roll-forward guidance, which we plan to adopt on a prospective basis beginning with our fiscal 2025 annual financial statements. As of adoption on June 1, 2023, we did not have any material supplier finance program obligations; however, we began such an arrangement during the fourth quarter of fiscal 2024. Refer to Note 14, “Supply Chain Financing,” to the Consolidated Financial Statements.

New Pronouncements Issued

In November 2024, the FASB issued ASU 2024-03, " Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)." Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. We are currently evaluating this ASU to determine its impact on our disclosures.

In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which requires a public business entity to disclose specific categories in its annual effective tax rate reconciliation and disaggregated information about significant reconciling items by jurisdiction and by nature. The ASU also requires entities to disclose their income tax payments (net of refunds) to international, federal, and state and local jurisdictions. The guidance makes several other changes to income tax disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2024, on a retrospective or prospective basis. Early adoption is permitted. We are currently evaluating this ASU to determine its impact on our disclosures.

In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which expands disclosures about a public business entity's reportable segments and provides for more detailed information about a reportable segment's expenses. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. We are currently evaluating this ASU to determine its impact on our disclosures.

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Restructuring (Tables)

6 Months Ended

Nov. 30, 2024

Restructuring and Related Activities [Abstract]

Summary of Charges Recorded in Connection with Restructuring by Reportable Segment

Following is a summary of the charges recorded in connection with MAP 2025 by reportable segment for the three- and six-month periods ending November 30, 2024, as well as the total expected costs related to projects identified to date:

	Three Months Ended		Six Months Ended		Cumulative Costs			Total Expected
(In thousands)	November 30, 2024		November 30, 2024		to Date			Costs
Construction Products Group ("CPG") Segment:
Severance and benefit costs	$	938	$	1,828	$	17,031		$	20,306
Facility closure and other related costs		294		670		1,278			6,498
Total Charges	$	1,232	$	2,498	$	18,309		$	26,804
Performance Coatings Group ("PCG") Segment:
Severance and benefit costs	$	917	$	1,067	$	4,926		$	5,491
Facility closure and other related costs		7		12		184			1,493
Other restructuring costs		-		-		7,092			7,092
Total Charges	$	924	$	1,079	$	12,202		$	14,076
Consumer Segment:
Severance and benefit costs	$	3,418	$	7,356	$	17,129		$	18,014
Facility closure and other related costs		437		457		1,234			2,198
Total Charges	$	3,855	$	7,813	$	18,363		$	20,212
Specialty Products Group ("SPG") Segment:
Severance and benefit costs	$	409	$	1,890	$	5,589		$	5,629
Facility closure and other related costs		1,137		1,479		2,014			3,078
Total Charges	$	1,546	$	3,369	$	7,603		$	8,707
Corporate/Other Segment:
Severance and benefit (credits)	$	-	$	-	$	(50	)	$	(50	)
Total Charges	$	-	$	-	$	(50	)	$	(50	)
Consolidated:
Severance and benefit costs	$	5,682	$	12,141	$	44,625		$	49,390
Facility closure and other related costs		1,875		2,618		4,710			13,267
Other restructuring costs		-		-		7,092			7,092
Total Charges	$	7,557	$	14,759	$	56,427		$	69,749

Following is a summary of the charges recorded in connection with MAP 2025 by reportable segment for the three- and six-month periods ending November 30, 2023:

	Three Months Ended		Six Months Ended
(In thousands)	November 30, 2023		November 30, 2023
CPG Segment:
Severance and benefit costs	$	387	$	802
Total Charges	$	387	$	802
PCG Segment:
Severance and benefit costs	$	213	$	1,044
Facility closure and other related costs		93		123
Other restructuring costs (a)		-		4,555
Total Charges	$	306	$	5,722
Consumer Segment:
Severance and benefit costs	$	35	$	35
Facility closure and other related costs		-		14
Total Charges	$	35	$	49
SPG Segment:
Severance and benefit costs	$	482	$	1,135
Facility closure and other related costs		29		29
Total Charges	$	511	$	1,164
Consolidated:
Severance and benefit costs	$	1,117	$	3,016
Facility closure and other related costs		122		166
Other restructuring costs		-		4,555
Total Charges	$	1,239	$	7,737

(a)Of the $4.6 million of other restructuring costs incurred for the six-month period ending November 30, 2023, $3.3 million is associated with the impairment of an indefinite-lived tradename as described above.

Summary of Activity in Restructuring Reserves

A summary of the activity in the restructuring reserves related to MAP 2025 is as follows:

(in thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs		Total
Balance at August 31, 2024	$	16,611		$	25		$	-	$	16,636
Additions charged to expense		5,682			1,875			-		7,557
Cash payments charged against reserve		(3,960	)		(1,611	)		-		(5,571	)
Non-cash charges and other adjustments		(708	)		-			-		(708	)
Balance at November 30, 2024	$	17,625		$	289		$	-	$	17,914

(In thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs		Total
Balance at June 1, 2024	$	17,351		$	18		$	-	$	17,369
Additions charged to expense		12,141			2,618			-		14,759
Cash payments charged against reserve		(11,403	)		(2,347	)		-		(13,750	)
Non-cash charges and other adjustments		(464	)		-			-		(464	)
Balance at November 30, 2024	$	17,625		$	289		$	-	$	17,914

(In thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs		Total
Balance at August 31, 2023	$	2,510		$	-		$	-	$	2,510
Additions charged to expense		1,117			122			-		1,239
Cash payments charged against reserve		(884	)		(122	)		-		(1,006	)
Non-cash charges and other adjustments		62			-			-		62
Balance at November 30, 2023	$	2,805		$	-		$	-	$	2,805

(In thousands)	Severance and Benefits Costs			Facility Closure and Other Related Costs			Other Asset Write-Offs			Total
Balance at June 1, 2023	$	2,717		$	-		$	-		$	2,717
Additions charged to expense		3,016			166			4,555			7,737
Cash payments charged against reserve		(2,945	)		(166	)		-			(3,111	)
Non-cash charges and other adjustments		17			-			(4,555	)		(4,538	)
Balance at November 30, 2023	$	2,805		$	-		$	-		$	2,805

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Fair Value Measurements (Tables)

6 Months Ended

Nov. 30, 2024

Fair Value Disclosures [Abstract]

Assets and Liabilities Measured at Fair Value on Recurring Basis and Categorized using Fair Value Hierarchy

The following tables present our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Fair Value at November 30, 2024
Available-for-sale debt securities:
U.S. Treasury and other government	$	-	$	23,120	$	-	$	23,120
Corporate bonds		-		143		-		143
Total available-for-sale debt securities		-		23,263		-		23,263
Marketable equity securities:
Stocks – foreign		1,688		-		-		1,688
Stocks – domestic		10,223		-		-		10,223
Mutual funds – foreign		-		44,127		-		44,127
Mutual funds – domestic		-		97,946		-		97,946
Total marketable equity securities		11,911		142,073		-		153,984
Total	$	11,911	$	165,336	$	-	$	177,247

(In thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)			Fair Value at May 31, 2024
Available-for-sale debt securities:
U.S. Treasury and other government	$	-	$	26,559	$	-		$	26,559
Corporate bonds		-		138		-			138
Total available-for-sale debt securities		-		26,697		-			26,697
Marketable equity securities:
Stocks – foreign		1,518		-		-			1,518
Stocks – domestic		9,028		-		-			9,028
Mutual funds – foreign		-		39,114		-			39,114
Mutual funds – domestic		-		77,966		-			77,966
Total marketable equity securities		10,546		117,080		-			127,626
Contingent consideration		-		-		(2,229	)		(2,229	)
Total	$	10,546	$	143,777	$	(2,229	)	$	152,094

Fair Value and Carrying Value of Long-Term Debt

Based on the analysis performed, the fair value and the carrying value of our long-term debt as of November 30, 2024 and May 31, 2024 is as follows:

	At November 30, 2024
(In thousands)	Carrying Value		Fair Value
Long-term debt, including current portion	$	2,025,906	$	1,944,328
	At May 31, 2024
(In thousands)	Carrying Value		Fair Value
Long-term debt, including current portion		2,127,148		1,979,359

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Investment (Income), Net (Tables)

6 Months Ended

Nov. 30, 2024

Other Income and Expenses [Abstract]

Investment (Income), Net

Investment (income), net, consists of the following components:

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
(In thousands)	2024			2023			2024			2023
Interest (income)	$	(3,080	)	$	(4,897	)	$	(7,063	)	$	(10,348	)
Net (gain) loss on marketable securities		(4,713	)		225			(10,684	)		(6,226	)
Dividend (income)		(733	)		(617	)		(1,805	)		(1,154	)
Investment (income), net	$	(8,526	)	$	(5,289	)	$	(19,552	)	$	(17,728	)

Net (Gain) Loss on Marketable Securities

Net (Gain) Loss on Marketable Securities

	Three Months Ended					Six Months Ended
	November 30,			November 30,		November 30,			November 30,
(In thousands)	2024			2023		2024			2023
Unrealized (gains) losses on marketable equity securities	$	(4,727	)	$	103	$	(10,505	)	$	(6,424	)
Realized (gains) losses on marketable equity securities		(70	)		87		(265	)		132
Realized losses on available-for-sale debt securities		84			35		86			66
Net (gain) loss on marketable securities	$	(4,713	)	$	225	$	(10,684	)	$	(6,226	)

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Other (Income) Expense, Net (Tables)

6 Months Ended

Nov. 30, 2024

Other Income and Expenses [Abstract]

Schedule of Other (Income) Expense, Net

Other (income) expense, net, consists of the following components:

	Three Months Ended					Six Months Ended
	November 30,			November 30,		November 30,			November 30,
(In thousands)	2024			2023		2024			2023
Pension non-service (credits) costs	$	(25	)	$	2,785	$	(52	)	$	5,566
Other		(457	)		32		(964	)		(195	)
Other (income) expense, net	$	(482	)	$	2,817	$	(1,016	)	$	5,371

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Inventories (Tables)

6 Months Ended

Nov. 30, 2024

Inventory Disclosure [Abstract]

Major Classes of Inventories, Net of Reserves

Inventories, net of reserves, were composed of the following major classes:

(In thousands)	November 30, 2024		May 31, 2024
Raw material and supplies	$	376,763	$	354,428
Finished goods		618,499		602,037
Total Inventory, Net of Reserves	$	995,262	$	956,465

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Accumulated Other Comprehensive (Loss) (Tables)

6 Months Ended

Nov. 30, 2024

Equity [Abstract]

Accumulated Other Comprehensive (Loss)

Accumulated other comprehensive (loss) consists of the following components:

				Pension And
				Other
	Foreign			Postretirement			Unrealized		Unrealized
	Currency			Benefit			Gain		Gain (Loss)
Three Months Ended November 30, 2024	Translation			Liability			(Loss) On		On
(In thousands)	Adjustments			Adjustments			Derivatives		Securities			Total
Balance at August 31, 2024	$	(465,638	)	$	(84,789	)	$	11,405	$	(1,568	)	$	(540,590	)
Current period comprehensive (loss) income		(42,679	)		-			-		97			(42,582	)
Income taxes associated with current period comprehensive income (loss)		353			-			-		(23	)		330
Amounts reclassified from accumulated other comprehensive income (loss)		-			2,968			-		(141	)		2,827
Income taxes reclassified into earnings		-			(768	)		-		20			(748	)
Balance at November 30, 2024	$	(507,964	)	$	(82,589	)	$	11,405	$	(1,615	)	$	(580,763	)

				Pension And
				Other
	Foreign			Postretirement			Unrealized		Unrealized
	Currency			Benefit			Gain		Gain (Loss)
Three Months Ended November 30, 2023	Translation			Liability			(Loss) On		On
(In thousands)	Adjustments			Adjustments			Derivatives		Securities			Total
Balance at August 31, 2023	$	(456,536	)	$	(145,600	)	$	11,405	$	(2,458	)	$	(593,189	)
Current period comprehensive (loss) income		(673	)		-			-		150			(523	)
Income taxes associated with current period comprehensive income (loss)		632			-			-		(16	)		616
Amounts reclassified from accumulated other comprehensive income (loss)		-			4,500			-		(45	)		4,455
Income taxes reclassified into earnings		-			(1,054	)		-		5			(1,049	)
Balance at November 30, 2023	$	(456,577	)	$	(142,154	)	$	11,405	$	(2,364	)	$	(589,690	)

				Pension And
				Other
	Foreign			Postretirement			Unrealized		Unrealized
	Currency			Benefit			Gain		Gain (Loss)
Six Months Ended November 30, 2024	Translation			Liability			(Loss) On		On
(In thousands)	Adjustments			Adjustments			Derivatives		Securities			Total
Balance at June 1, 2024	$	(461,847	)	$	(84,647	)	$	11,405	$	(2,201	)	$	(537,290	)
Current period comprehensive (loss) income		(43,958	)		(1,521	)		-		896			(44,583	)
Income taxes associated with current period comprehensive (loss) income		(69	)		-			-		(82	)		(151	)
Amounts reclassified from accumulated other comprehensive income (loss)		-			4,734			-		(265	)		4,469
Income taxes reclassified into earnings		(2,090	)		(1,155	)		-		37			(3,208	)
Balance at November 30, 2024	$	(507,964	)	$	(82,589	)	$	11,405	$	(1,615	)	$	(580,763	)

				Pension And
				Other
	Foreign			Postretirement			Unrealized		Unrealized
	Currency			Benefit			Gain		Gain (Loss)
Six Months Ended November 30, 2023	Translation			Liability			(Loss) On		On
(In thousands)	Adjustments			Adjustments			Derivatives		Securities			Total
Balance at June 1, 2023	$	(465,375	)	$	(148,764	)	$	11,405	$	(2,201	)	$	(604,935	)
Current period comprehensive (loss) income		9,117			-			-		67			9,184
Income taxes associated with current period comprehensive (loss) income		(319	)		-			-		(61	)		(380	)
Amounts reclassified from accumulated other comprehensive income (loss)		-			8,622			-		(179	)		8,443
Income taxes reclassified into earnings		-			(2,012	)		-		10			(2,002	)
Balance at November 30, 2023	$	(456,577	)	$	(142,154	)	$	11,405	$	(2,364	)	$	(589,690	)

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Earnings Per Share (Tables)

6 Months Ended

Nov. 30, 2024

Earnings Per Share [Abstract]

Reconciliation of Numerator and Denominator of Basic and Diluted Earnings Per Share

The following table sets forth the reconciliation of the numerator and denominator of basic and diluted earnings per share ("EPS") for the three- and six-month periods ended November 30, 2024 and 2023.

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
(In thousands, except per share amounts)	2024			2023			2024			2023
Numerator for earnings per share:
Net income attributable to RPM International Inc. stockholders	$	183,204		$	145,505		$	410,896		$	346,587
Less: Allocation of earnings and dividends to participating securities		(739	)		(707	)		(1,615	)		(1,597	)
Net income available to common shareholders - basic		182,465			144,798			409,281			344,990
Add: Undistributed earnings reallocated to unvested shareholders		3			2			7			4
Net income available to common shareholders - diluted	$	182,468		$	144,800		$	409,288		$	344,994
Denominator for basic and diluted earnings per share:
Basic weighted average common shares		127,658			127,758			127,675			127,816
Average diluted options and awards		686			491			717			496
Total shares for diluted earnings per share (1)		128,344			128,249			128,392			128,312
Earnings Per Share of Common Stock Attributable to
RPM International Inc. Stockholders:
Basic Earnings Per Share of Common Stock	$	1.43		$	1.13		$	3.21		$	2.70
Method used to calculate basic earnings per share	Two-class			Two-class			Two-class			Two-class
Diluted Earnings Per Share of Common Stock	$	1.42		$	1.13		$	3.19		$	2.69
Method used to calculate diluted earnings per share	Two-class			Two-class			Two-class			Two-class

(1) The dilutive effect of performance-based restricted stock units is included when they have met minimum performance thresholds. The dilutive effect of SARs includes all outstanding awards except awards that are considered antidilutive. SARs are antidilutive when the exercise price exceeds the average market price of the Company’s common shares during the periods presented. For the three and six months ended November 30, 2024, approximately 300,000 and 230,000 shares of stock, respectively, granted under stock-based compensation plans were excluded from the calculation of diluted EPS, as the effect would have been anti-dilutive. For the three and six months ended November 30, 2023, approximately 360,000 and 280,000 shares of stock, respectively, granted under stock-based compensation plans were excluded from the calculation of diluted EPS, as the effect would have been anti-dilutive.

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Pension Plans (Tables)

6 Months Ended

Nov. 30, 2024

Retirement Benefits [Abstract]

Retirement-Related Benefit Plans' Impact on Income Before Income Taxes

The following tables provide the retirement-related benefit plans’ impact on income before income taxes for the three- and six-month periods ended November 30, 2024 and 2023:

	U.S. Plans						Non-U.S. Plans
	Three Months Ended						Three Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Pension Benefits	2024			2023			2024			2023
Service cost	$	10,804		$	10,913		$	1,120		$	887
Interest cost		9,795			8,992			1,963			1,935
Expected return on plan assets		(12,017	)		(10,518	)		(2,376	)		(2,400	)
Amortization of:
Prior service cost (credit)		1			1			(32	)		(31	)
Net actuarial losses recognized		2,153			4,205			294			209
Net Periodic Benefit Cost	$	10,736		$	13,593		$	969		$	600

	U.S. Plans						Non-U.S. Plans
	Three Months Ended						Three Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Postretirement Benefits	2024			2023			2024			2023
Service cost	$	-		$	-		$	425		$	569
Interest cost		21			22			318			390
Amortization of:
Net actuarial (gains) recognized		(6	)		(4	)		(140	)		(12	)
Net Periodic Benefit Cost	$	15		$	18		$	603		$	947

	U.S. Plans						Non-U.S. Plans
	Six Months Ended						Six Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Pension Benefits	2024			2023			2024			2023
Service cost	$	21,608		$	21,826		$	2,240		$	1,774
Interest cost		19,590			17,984			3,926			3,870
Expected return on plan assets		(24,034	)		(21,036	)		(4,752	)		(4,800	)
Amortization of:
Prior service cost (credit)		1			2			(64	)		(62	)
Net actuarial losses recognized		4,306			8,410			588			418
Net Periodic Benefit Cost	$	21,471		$	27,186		$	1,938		$	1,200

	U.S. Plans						Non-U.S. Plans
	Six Months Ended						Six Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Postretirement Benefits	2024			2023			2024			2023
Service cost	$	-		$	-		$	850		$	1,138
Interest cost		42			44			636			780
Amortization of:
Net actuarial (gains) recognized		(12	)		(8	)		(280	)		(24	)
Net Periodic Benefit Cost	$	30		$	36		$	1,206		$	1,894

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Contingencies and Accrued Losses (Tables)

6 Months Ended

Nov. 30, 2024

Commitments and Contingencies Disclosure [Abstract]

Changes in Accrued Warranty Balances

The following table includes the changes in our accrued warranty balances:

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
(In thousands)	2024			2023			2024			2023
Beginning Balance	$	11,190		$	12,002		$	11,621		$	11,776
Deductions (1)		(8,459	)		(9,977	)		(14,601	)		(17,384	)
Provision charged to expense		8,947			10,626			14,658			18,259
Ending Balance	$	11,678		$	12,651		$	11,678		$	12,651

(1) Primarily claims paid during the period.

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Revenue (Tables)

6 Months Ended

Nov. 30, 2024

Revenue from Contract with Customer [Abstract]

Trade Accounts Receivable Net of Allowances and Net Contract Assets

Trade accounts receivable, net of allowances, and net contract assets consisted of the following:

(In thousands, except percentages)	November 30, 2024			May 31, 2024			$ Change			% Change
Trade accounts receivable, less allowances	$	1,290,536		$	1,419,445		$	(128,909	)		(9.1	%)
Contract assets	$	65,908		$	57,833		$	8,075			14.0	%
Contract liabilities - short-term		(42,997	)		(44,996	)		1,999			(4.4	%)
Net Contract Assets	$	22,911		$	12,837		$	10,074

Summary of Activity for Allowance for Credit Losses

The following tables summarize the activity for the allowance for credit losses for the three and six months ended November 30, 2024 and 2023:

	Three Months Ended						Six Months Ended
	November 30,			November 30,			November 30,			November 30,
(In thousands)	2024			2023			2024			2023
Beginning Balance	$	49,106		$	56,584		$	48,763		$	49,482
Bad debt provision		5,981			2,892			6,928			10,588
Uncollectible accounts written off, net of recoveries		(1,429	)		(2,033	)		(2,215	)		(2,815	)
Translation adjustments		(987	)		5			(805	)		193
Ending Balance	$	52,671		$	57,448		$	52,671		$	57,448

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Segment Information (Tables)

6 Months Ended

Nov. 30, 2024

Segment Reporting [Abstract]

Summary of Disaggregation of Revenues by Geography and Results of Reportable Segments

The following tables present a disaggregation of revenues by geography, and the results of our reportable segments consistent with our management philosophy, by representing the information we utilize, in conjunction with various strategic, operational and other financial performance criteria, in evaluating the performance of our portfolio of businesses.

Three Months Ended November 30, 2024	CPG Segment		PCG Segment		Consumer Segment		SPG Segment		Consolidated
(In thousands)
Net Sales (based on shipping location)
United States	$	432,088	$	227,455	$	476,656	$	154,304	$	1,290,503
Foreign
Canada		71,793		23,218		39,760		1,286		136,057
Europe		127,235		58,830		61,247		19,645		266,957
Latin America		59,000		10,304		6,872		828		77,004
Asia Pacific		-		29,950		5,712		8,789		44,451
Other Foreign		-		30,346		-		-		30,346
Total Foreign		258,028		152,648		113,591		30,548		554,815
Total	$	690,116	$	380,103	$	590,247	$	184,852	$	1,845,318
Three Months Ended November 30, 2023	CPG Segment		PCG Segment		Consumer Segment		SPG Segment		Consolidated
(In thousands)
Net Sales (based on shipping location)
United States	$	395,961	$	221,486	$	469,353	$	145,956	$	1,232,756
Foreign
Canada		70,181		25,301		39,601		1,303		136,386
Europe		126,915		58,452		57,646		20,905		263,918
Latin America		68,693		8,572		7,127		701		85,093
Asia Pacific		-		33,852		4,960		8,117		46,929
Other Foreign		-		27,193		-		-		27,193
Total Foreign		265,789		153,370		109,334		31,026		559,519
Total	$	661,750	$	374,856	$	578,687	$	176,982	$	1,792,275
Six Months Ended November 30, 2024	CPG Segment		PCG Segment		Consumer Segment		SPG Segment		Consolidated
(In thousands)
Net Sales (based on shipping location)
United States	$	970,981	$	451,025	$	986,324	$	303,659	$	2,711,989
Foreign
Canada		147,123		48,018		85,905		2,205		283,251
Europe		248,425		116,135		123,116		38,054		525,730
Latin America		117,578		19,455		12,821		1,608		151,462
Asia Pacific		-		59,394		10,555		13,891		83,840
Other Foreign		-		57,835		-		-		57,835
Total Foreign		513,126		300,837		232,397		55,758		1,102,118
Total	$	1,484,107	$	751,862	$	1,218,721	$	359,417	$	3,814,107
Six Months Ended November 30, 2023	CPG Segment		PCG Segment		Consumer Segment		SPG Segment		Consolidated
(In thousands)
Net Sales (based on shipping location)
United States	$	905,294	$	447,814	$	1,020,106	$	299,719	$	2,672,933
Foreign
Canada		149,342		49,547		85,941		2,432		287,262
Europe		254,871		122,122		118,512		41,381		536,886
Latin America		135,032		17,713		14,142		1,316		168,203
Asia Pacific		-		63,185		9,590		13,085		85,860
Other Foreign		-		52,988		-		-		52,988
Total Foreign		539,245		305,555		228,185		58,214		1,131,199
Total	$	1,444,539	$	753,369	$	1,248,291	$	357,933	$	3,804,132

	Three Months Ended						Six Months Ended
(In thousands)	November 30,			November 30,			November 30,			November 30,
Income (Loss) Before Income Taxes	2024			2023			2024			2023
CPG Segment	$	105,652		$	98,398		$	262,650		$	238,850
PCG Segment		63,773			61,502			128,065			106,323
Consumer Segment		88,311			98,066			196,461			229,895
SPG Segment		16,694			10,145			31,897			26,542
Corporate/Other		(61,448	)		(72,287	)		(115,640	)		(136,632	)
Consolidated	$	212,982		$	195,824		$	503,433		$	464,978

(In thousands)	November 30,		May 31,
Identifiable Assets	2024		2024
CPG Segment	$	2,214,350	$	2,160,352
PCG Segment		1,316,716		1,164,165
Consumer Segment		2,184,107		2,283,370
SPG Segment		752,414		733,646
Corporate/Other		215,483		245,010
Consolidated	$	6,683,070	$	6,586,543

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Consolidation, Noncontrolling Interests and Basis of Presentation - Additional Information (Detail)	Nov. 30, 2024
Accounting Policies [Abstract]
Percentage of controlled subsidiary's earnings	100.00%

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New Accounting Pronouncements - Additional Information (Detail) - ASU 2022-04	Nov. 30, 2024
New Accounting Pronouncements Or Change In Accounting Principle [Line Items]
Change in accounting principle, accounting standards update, adopted [true false]	true
Change in accounting principle, accounting standards update, immaterial effect [true false]	true
Change in accounting principle, accounting standards update, adoption date	Jun. 01, 2023

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Restructuring - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended	6 Months Ended
	Aug. 31, 2023	Nov. 30, 2024	Nov. 30, 2023
MAP 2025
Restructuring Cost And Reserve [Line Items]
Total expected costs decreased, amount		$ 0.9
MAP 2025 | Severance and benefit charges
Restructuring Cost And Reserve [Line Items]
Total expected costs increased, amount		0.7
MAP 2025 | Facility Closure and Other Related Costs
Restructuring Cost And Reserve [Line Items]
Total expected costs decreased, amount		$ 1.6
MAP 2025 | Other Restructuring Costs | Performance Coatings Segment | Trade name
Restructuring Cost And Reserve [Line Items]
Impairment of indefinite-lived assets	$ 3.3		$ 3.3
USL Restructuring | Universal Sealants
Restructuring Cost And Reserve [Line Items]
Loss on sale of Bridgecare services division	$ 4.5

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Restructuring - Summary of Charges Recorded in Connection with Restructuring by Reportable Segment (Details) - USD ($) $ in Thousands	3 Months Ended			6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023		Nov. 30, 2024	Nov. 30, 2023
Restructuring Cost and Reserve [Line Items]
Current Year Charges	$ 7,557	$ 1,239		$ 14,759	$ 7,737
MAP 2025
Restructuring Cost and Reserve [Line Items]
Current Year Charges	7,557	1,239		14,759	7,737
Cumulative Costs to Date	56,427			56,427
Total Expected Costs	69,749			69,749
MAP 2025 | Severance and benefit costs (credits)
Restructuring Cost and Reserve [Line Items]
Current Year Charges	5,682	1,117		12,141	3,016
Cumulative Costs to Date	44,625			44,625
Total Expected Costs	49,390			49,390
MAP 2025 | Facility Closure and Other Related Costs
Restructuring Cost and Reserve [Line Items]
Current Year Charges	1,875	122		2,618	166
Cumulative Costs to Date	4,710			4,710
Total Expected Costs	13,267			13,267
MAP 2025 | Other Restructuring Costs
Restructuring Cost and Reserve [Line Items]
Current Year Charges	0	0		0	4,555
Cumulative Costs to Date	7,092			7,092
Total Expected Costs	7,092			7,092
MAP 2025 | Construction Products Segment
Restructuring Cost and Reserve [Line Items]
Current Year Charges	1,232	387		2,498	802
Cumulative Costs to Date	18,309			18,309
Total Expected Costs	26,804			26,804
MAP 2025 | Construction Products Segment | Severance and benefit costs (credits)
Restructuring Cost and Reserve [Line Items]
Current Year Charges	938	387		1,828	802
Cumulative Costs to Date	17,031			17,031
Total Expected Costs	20,306			20,306
MAP 2025 | Construction Products Segment | Facility Closure and Other Related Costs
Restructuring Cost and Reserve [Line Items]
Current Year Charges	294			670
Cumulative Costs to Date	1,278			1,278
Total Expected Costs	6,498			6,498
MAP 2025 | Performance Coatings Segment
Restructuring Cost and Reserve [Line Items]
Current Year Charges	924	306		1,079	5,722
Cumulative Costs to Date	12,202			12,202
Total Expected Costs	14,076			14,076
MAP 2025 | Performance Coatings Segment | Severance and benefit costs (credits)
Restructuring Cost and Reserve [Line Items]
Current Year Charges	917	213		1,067	1,044
Cumulative Costs to Date	4,926			4,926
Total Expected Costs	5,491			5,491
MAP 2025 | Performance Coatings Segment | Facility Closure and Other Related Costs
Restructuring Cost and Reserve [Line Items]
Current Year Charges	7	93		12	123
Cumulative Costs to Date	184			184
Total Expected Costs	1,493			1,493
MAP 2025 | Performance Coatings Segment | Other Restructuring Costs
Restructuring Cost and Reserve [Line Items]
Current Year Charges	0	0	[1]	0	4,555	[1]
Cumulative Costs to Date	7,092			7,092
Total Expected Costs	7,092			7,092
MAP 2025 | Consumer Segment
Restructuring Cost and Reserve [Line Items]
Current Year Charges	3,855	35		7,813	49
Cumulative Costs to Date	18,363			18,363
Total Expected Costs	20,212			20,212
MAP 2025 | Consumer Segment | Severance and benefit costs (credits)
Restructuring Cost and Reserve [Line Items]
Current Year Charges	3,418	35		7,356	35
Cumulative Costs to Date	17,129			17,129
Total Expected Costs	18,014			18,014
MAP 2025 | Consumer Segment | Facility Closure and Other Related Costs
Restructuring Cost and Reserve [Line Items]
Current Year Charges	437			457	14
Cumulative Costs to Date	1,234			1,234
Total Expected Costs	2,198			2,198
MAP 2025 | Specialty Products Group Segment
Restructuring Cost and Reserve [Line Items]
Current Year Charges	1,546	511		3,369	1,164
Cumulative Costs to Date	7,603			7,603
Total Expected Costs	8,707			8,707
MAP 2025 | Specialty Products Group Segment | Severance and benefit costs (credits)
Restructuring Cost and Reserve [Line Items]
Current Year Charges	409	482		1,890	1,135
Cumulative Costs to Date	5,589			5,589
Total Expected Costs	5,629			5,629
MAP 2025 | Specialty Products Group Segment | Facility Closure and Other Related Costs
Restructuring Cost and Reserve [Line Items]
Current Year Charges	1,137	29		1,479	29
Cumulative Costs to Date	2,014			2,014
Total Expected Costs	3,078			3,078
MAP 2025 | Corporate/Other Segment
Restructuring Cost and Reserve [Line Items]
Current Year Charges	0	1,239		0	7,737
Cumulative Costs to Date	(50)			(50)
Total Expected Costs	(50)			(50)
MAP 2025 | Corporate/Other Segment | Severance and benefit costs (credits)
Restructuring Cost and Reserve [Line Items]
Current Year Charges	0	1,117		0	3,016
Cumulative Costs to Date	(50)			(50)
Total Expected Costs	$ (50)			$ (50)
MAP 2025 | Corporate/Other Segment | Facility Closure and Other Related Costs
Restructuring Cost and Reserve [Line Items]
Current Year Charges		122			166
MAP 2025 | Corporate/Other Segment | Other Restructuring Costs
Restructuring Cost and Reserve [Line Items]
Current Year Charges		$ 0			$ 4,555

[1] Of the $4.6 million of other restructuring costs incurred for the six-month period ending November 30, 2023, $3.3 million is associated with the impairment of an indefinite-lived tradename as described above.

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Restructuring - Summary of Charges Recorded in Connection with Restructuring by Reportable Segment (Parenthetical) (Details) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023		Aug. 31, 2023	Nov. 30, 2024	Nov. 30, 2023
Restructuring Cost and Reserve [Line Items]
Current Year Charges	$ 7,557	$ 1,239			$ 14,759	$ 7,737
MAP 2025
Restructuring Cost and Reserve [Line Items]
Current Year Charges	7,557	1,239			14,759	7,737
MAP 2025 | Other Restructuring Costs
Restructuring Cost and Reserve [Line Items]
Current Year Charges	0	0			0	4,555
MAP 2025 | Performance Coatings Segment
Restructuring Cost and Reserve [Line Items]
Current Year Charges	924	306			1,079	5,722
MAP 2025 | Performance Coatings Segment | Other Restructuring Costs
Restructuring Cost and Reserve [Line Items]
Current Year Charges	$ 0	$ 0	[1]		$ 0	4,555	[1]
MAP 2025 | Performance Coatings Segment | Trade name | Other Restructuring Costs
Restructuring Cost and Reserve [Line Items]
Impairment of indefinite-lived assets				$ 3,300		$ 3,300

[1] Of the $4.6 million of other restructuring costs incurred for the six-month period ending November 30, 2023, $3.3 million is associated with the impairment of an indefinite-lived tradename as described above.

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Restructuring - Summary of Activity in Restructuring Reserves (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Restructuring Cost and Reserve [Line Items]
Additions charged to expense	$ 7,557	$ 1,239	$ 14,759	$ 7,737
MAP 2025
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Beginning Balance	16,636	2,510	17,369	2,717
Additions charged to expense	7,557	1,239	14,759	7,737
Cash payments charged against reserve	(5,571)	(1,006)	(13,750)	(3,111)
Non-cash charges and other adjustments	(708)	62	(464)	(4,538)
Restructuring Reserve, Ending Balance	17,914	2,805	17,914	2,805
MAP 2025 | Severance and benefit costs (credits)
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Beginning Balance	16,611	2,510	17,351	2,717
Additions charged to expense	5,682	1,117	12,141	3,016
Cash payments charged against reserve	(3,960)	(884)	(11,403)	(2,945)
Non-cash charges and other adjustments	(708)	62	(464)	17
Restructuring Reserve, Ending Balance	17,625	2,805	17,625	2,805
MAP 2025 | Facility Closure and Other Related Costs
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Beginning Balance	25	0	18	0
Additions charged to expense	1,875	122	2,618	166
Cash payments charged against reserve	(1,611)	(122)	(2,347)	(166)
Non-cash charges and other adjustments	0	0	0	0
Restructuring Reserve, Ending Balance	289	0	289	0
MAP 2025 | Other Restructuring Costs
Restructuring Cost and Reserve [Line Items]
Restructuring Reserve, Beginning Balance	0	0	0	0
Additions charged to expense	0	0	0	4,555
Cash payments charged against reserve	0	0	0	0
Non-cash charges and other adjustments	0	0	0	(4,555)
Restructuring Reserve, Ending Balance	$ 0	$ 0	$ 0	$ 0

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Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis and Categorized using Fair Value Hierarchy (Detail) - Fair Value, Measurements, Recurring - USD ($) $ in Thousands	Nov. 30, 2024	May 31, 2024
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total available-for-sale debt securities	$ 23,263	$ 26,697
Total marketable equity securities	153,984	127,626
Assets (liabilities) at fair value		152,094
U.S. Treasury and other government
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total available-for-sale debt securities	23,120	26,559
Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total available-for-sale debt securities	143	138
Stocks | Foreign
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable equity securities	1,688	1,518
Stocks | Domestic
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable equity securities	10,223	9,028
Mutual funds | Foreign
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable equity securities	44,127	39,114
Mutual funds | Domestic
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable equity securities	97,946	77,966
Contingent consideration liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration		(2,229)
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable equity securities	11,911	10,546
Assets (liabilities) at fair value	11,911	10,546
Quoted Prices in Active Markets for Identical Assets (Level 1) | Stocks | Foreign
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable equity securities	1,688	1,518
Quoted Prices in Active Markets for Identical Assets (Level 1) | Stocks | Domestic
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable equity securities	10,223	9,028
Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total available-for-sale debt securities	23,263	26,697
Total marketable equity securities	142,073	117,080
Assets (liabilities) at fair value	165,336	143,777
Significant Other Observable Inputs (Level 2) | U.S. Treasury and other government
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total available-for-sale debt securities	23,120	26,559
Significant Other Observable Inputs (Level 2) | Corporate bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total available-for-sale debt securities	143	138
Significant Other Observable Inputs (Level 2) | Mutual funds | Foreign
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable equity securities	44,127	39,114
Significant Other Observable Inputs (Level 2) | Mutual funds | Domestic
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Total marketable equity securities	$ 97,946	77,966
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Assets (liabilities) at fair value		(2,229)
Significant Unobservable Inputs (Level 3) | Contingent consideration liability
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Contingent consideration		$ (2,229)

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Fair Value Measurements - Additional Information (Detail) - USD ($) $ in Thousands	6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023
Fair Value Disclosures [Abstract]
Settlements of contingent consideration obligations	$ 2,200	$ 1,100

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Fair Value Measurements - Fair Value and Carrying Value of Long-Term Debt (Detail) - USD ($) $ in Thousands	Nov. 30, 2024	May 31, 2024
Carrying Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	$ 2,025,906	$ 2,127,148
Fair Value
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Long-term debt, including current portion	$ 1,944,328	$ 1,979,359

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Investment (Income), Net - Investment (Income), Net (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Investment Income, Net [Abstract]
Interest (income)	$ (3,080)	$ (4,897)	$ (7,063)	$ (10,348)
Net (gain) loss on marketable securities	(4,713)	225	(10,684)	(6,226)
Dividend (income)	(733)	(617)	(1,805)	(1,154)
Investment (income), net	$ (8,526)	$ (5,289)	$ (19,552)	$ (17,728)

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Investment (Income), Net - Net (Gain) Loss on Marketable Securities (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Net (Gain) Loss on Marketable Securities
Unrealized (gains) losses on marketable equity securities	$ (4,727)	$ 103	$ (10,505)	$ (6,424)
Realized (gains) losses on marketable equity securities	(70)	87	(265)	132
Realized losses on available-for-sale debt securities	84	35	86	66
Net (gain) loss on marketable securities	$ (4,713)	$ 225	$ (10,684)	$ (6,226)

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Other (Income) Expense, Net - Schedule of Other (Income) Expense, Net (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Other Income and Expenses [Abstract]
Pension non-service (credits) costs	$ (25)	$ 2,785	$ (52)	$ 5,566
Other	(457)	32	(964)	(195)
Other (income) expense, net	$ (482)	$ 2,817	$ (1,016)	$ 5,371

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Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023	May 31, 2024
Income Taxes [Line Items]
Effective income tax expense rate	13.90%	25.50%	18.20%	25.30%
Corporate income tax rate	21.00%	21.00%	21.00%	21.00%
Increase in deferred income tax assets	$ 43,900,000
Deferred tax assets adjusted net amount	21,800,000
Deferred income tax liability	0		$ 0		$ 4,100,000
Unremitted foreign earnings	157,200,000		157,200,000		$ 285,600,000
Provision for deferred income taxes	0		$ 0
Minimum tax rate on reported profits			15.00%
U.S. Foreign Tax Credits
Income Taxes [Line Items]
Deferred tax assets valuation allowance	$ 22,100,000		$ 22,100,000

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Inventories - Major Classes of Inventories, Net of Reserves (Detail) - USD ($) $ in Thousands	Nov. 30, 2024	May 31, 2024
Inventory Disclosure [Abstract]
Raw material and supplies	$ 376,763	$ 354,428
Finished goods	618,499	602,037
Total Inventory, Net of Reserves	$ 995,262	$ 956,465

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Stock Repurchase Program - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	3 Months Ended				6 Months Ended
	Jan. 31, 2021	Nov. 30, 2024	Aug. 31, 2024	Nov. 30, 2023	Aug. 31, 2023	Nov. 30, 2024	Nov. 30, 2023	May 31, 2021
Stock Repurchase Programs [Line Items]
Authorization of stock repurchase program						Jan. 08, 2008
Capital to be returned to stockholders through share repurchases								$ 1,000,000
Stock repurchase program, remaining authorized repurchase, value	$ 469,700	$ 227,300				$ 227,300		$ 600,000
Stock repurchase program expiration date	May 31, 2021
Shares repurchased		128,869		131,858		281,015	254,283
Shares repurchased, value		$ 17,500	$ 17,500	$ 12,500	$ 12,500	$ 35,000	$ 25,000
Repurchase of common stock price per shares		$ 135.79		$ 94.80		$ 124.55	$ 98.32

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Accumulated Other Comprehensive (loss) (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	$ 2,651,527	$ 2,282,836	$ 2,512,225	$ 2,143,000
Ending Balance	2,717,650	2,362,554	2,717,650	2,362,554
Foreign Currency Translation Adjustments
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(465,638)	(456,536)	(461,847)	(465,375)
Current period comprehensive (loss) income	(42,679)	(673)	(43,958)	9,117
Income taxes associated with current period comprehensive (loss) income	353	632	(69)	(319)
Income taxes reclassified into earnings			(2,090)
Ending Balance	(507,964)	(456,577)	(507,964)	(456,577)
Pension And Other Postretirement Benefit Liability Adjustments, Net of Tax
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(84,789)	(145,600)	(84,647)	(148,764)
Current period comprehensive (loss) income			(1,521)
Amounts reclassified from accumulated other comprehensive income (loss)	2,968	4,500	4,734	8,622
Income taxes reclassified into earnings	(768)	(1,054)	(1,155)	(2,012)
Ending Balance	(82,589)	(142,154)	(82,589)	(142,154)
Unrealized Gain (Loss) On Derivatives, Net of Tax
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	11,405	11,405	11,405	11,405
Ending Balance	11,405	11,405	11,405	11,405
Unrealized Gain (Loss) On Securities, Net of Tax
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(1,568)	(2,458)	(2,201)	(2,201)
Current period comprehensive (loss) income	97	150	896	67
Income taxes associated with current period comprehensive (loss) income	(23)	(16)	(82)	(61)
Amounts reclassified from accumulated other comprehensive income (loss)	(141)	(45)	(265)	(179)
Income taxes reclassified into earnings	20	5	37	10
Ending Balance	(1,615)	(2,364)	(1,615)	(2,364)
Accumulated Other Comprehensive Income (Loss)
Accumulated Other Comprehensive Income (Loss) [Line Items]
Beginning Balance	(540,590)	(593,189)	(537,290)	(604,935)
Current period comprehensive (loss) income	(42,582)	(523)	(44,583)	9,184
Income taxes associated with current period comprehensive (loss) income	330	616	(151)	(380)
Amounts reclassified from accumulated other comprehensive income (loss)	2,827	4,455	4,469	8,443
Income taxes reclassified into earnings	(748)	(1,049)	(3,208)	(2,002)
Ending Balance	$ (580,763)	$ (589,690)	$ (580,763)	$ (589,690)

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Earnings Per Share - Reconciliation of Numerator and Denominator of Basic and Diluted Earnings Per Share (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands		3 Months Ended		6 Months Ended
		Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Numerator for earnings per share:
Net Income (Loss)		$ 183,204	$ 145,505	$ 410,896	$ 346,587
Less: Allocation of earnings and dividends to participating securities		(739)	(707)	(1,615)	(1,597)
Net income available to common shareholders - basic		182,465	144,798	409,281	344,990
Add: Undistributed earnings reallocated to unvested shareholders		3	2	7	4
Net income available to common shareholders - diluted		$ 182,468	$ 144,800	$ 409,288	$ 344,994
Denominator for basic and diluted earnings per share:
Basic weighted average common shares		127,658	127,758	127,675	127,816
Average diluted options and awards		686	491	717	496
Total shares for diluted earnings per share	[1]	128,344	128,249	128,392	128,312
Earnings Per Share of Common Stock Attributable to RPM International Inc. Stockholders:
Basic Earnings Per Share of Common Stock		$ 1.43	$ 1.13	$ 3.21	$ 2.70
Method used to calculate basic earnings per share		Two-class	Two-class	Two-class	Two-class
Diluted Earnings Per Share of Common Stock		$ 1.42	$ 1.13	$ 3.19	$ 2.69
Method used to calculate diluted earnings per share		Two-class	Two-class	Two-class	Two-class

[1] The dilutive effect of performance-based restricted stock units is included when they have met minimum performance thresholds. The dilutive effect of SARs includes all outstanding awards except awards that are considered antidilutive. SARs are antidilutive when the exercise price exceeds the average market price of the Company’s common shares during the periods presented. For the three and six months ended November 30, 2024, approximately 300,000 and 230,000 shares of stock, respectively, granted under stock-based compensation plans were excluded from the calculation of diluted EPS, as the effect would have been anti-dilutive. For the three and six months ended November 30, 2023, approximately 360,000 and 280,000 shares of stock, respectively, granted under stock-based compensation plans were excluded from the calculation of diluted EPS, as the effect would have been anti-dilutive.

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Earnings Per Share - Reconciliation of Numerator and Denominator of Basic and Diluted Earnings Per Share (Parenthetical) (Detail) - shares	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Stock-Based Compensation Plans
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Shares excluded from the calculation of diluted earnings per share	300,000	360,000	230,000	280,000

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Pension Plans - Retirement-Related Benefit Plans' Impact on Income Before Income Taxes (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Pension Benefits | U.S. Plans
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost	$ 10,804	$ 10,913	$ 21,608	$ 21,826
Interest cost	9,795	8,992	19,590	17,984
Expected return on plan assets	(12,017)	(10,518)	(24,034)	(21,036)
Prior service cost (credit)	1	1	1	2
Net actuarial (gains) losses recognized	2,153	4,205	4,306	8,410
Net Periodic Benefit Cost	10,736	13,593	21,471	27,186
Pension Benefits | Non-U.S. Plans
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost	1,120	887	2,240	1,774
Interest cost	1,963	1,935	3,926	3,870
Expected return on plan assets	(2,376)	(2,400)	(4,752)	(4,800)
Prior service cost (credit)	(32)	(31)	(64)	(62)
Net actuarial (gains) losses recognized	294	209	588	418
Net Periodic Benefit Cost	969	600	1,938	1,200
Postretirement Benefits | U.S. Plans
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Interest cost	21	22	42	44
Net actuarial (gains) losses recognized	(6)	(4)	(12)	(8)
Net Periodic Benefit Cost	15	18	30	36
Postretirement Benefits | Non-U.S. Plans
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Service cost	425	569	850	1,138
Interest cost	318	390	636	780
Net actuarial (gains) losses recognized	(140)	(12)	(280)	(24)
Net Periodic Benefit Cost	$ 603	$ 947	$ 1,206	$ 1,894

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Pension Plans - Additional Information (Detail) $ in Millions	May 31, 2024 USD ($)
Non-U.S. Plans | Pension Benefits
Defined Benefit Plans And Other Postretirement Benefit Plans Table Text Block [Line Items]
Total expected contributions to pension plans	$ 5.9

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Contingencies and Accrued Losses - Changes in Accrued Warranty Balances (Detail) - USD ($) $ in Thousands		3 Months Ended		6 Months Ended
		Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Commitments and Contingencies Disclosure [Abstract]
Beginning Balance		$ 11,190	$ 12,002	$ 11,621	$ 11,776
Deductions	[1]	(8,459)	(9,977)	(14,601)	(17,384)
Provision charged to expense		8,947	10,626	14,658	18,259
Ending Balance		$ 11,678	$ 12,651	$ 11,678	$ 12,651

[1] Primarily claims paid during the period.

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Contingencies and Accrued Losses - Additional Information (Detail) - USD ($) $ in Thousands				3 Months Ended		6 Months Ended
	Dec. 27, 2023	Nov. 15, 2023	Dec. 10, 2021	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023	Sep. 27, 2024	Aug. 31, 2024	May 31, 2024
Loss Contingencies [Line Items]
New jury awarded damages value to distributor			$ 6,000
Accrued losses				$ 35,126		$ 35,126				$ 32,518
Selling, general and administrative expense				529,836	$ 523,289	1,055,982	$ 1,054,321
Gain on business interruption insurance recovery					$ 800	$ 0	$ 11,100
Gain on Business Interruption Insurance Recovery, Statement of Income or Comprehensive Income [Extensible Enumeration]					Selling, general and administrative expense	Selling, general and administrative expense	Selling, general and administrative expense
Subsidiary's Appeal, Including Available Contractual Arguments
Loss Contingencies [Line Items]
Attorney's fees and costs awarding the distributor		$ 4,400
Accrued losses				$ 4,400	$ 10,400	$ 4,400	$ 10,400
Loss contingency, trial commencement date						Sep. 17, 2024
Loss contingency, compensatory and punitive damages								$ 190,000
Accrual payments	$ 6,000
Subsidiary's Appeal, Including Available Contractual Arguments | Minimum
Loss Contingencies [Line Items]
Loss contingency, estimate of possible loss									$ 500
Subsidiary's Appeal, Including Available Contractual Arguments | Maximum
Loss Contingencies [Line Items]
Loss contingency, estimate of possible loss									$ 190,000

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Supply Chain Financing - Additional Information (Detail) - USD ($) $ in Millions	6 Months Ended
	Nov. 30, 2024	May 31, 2024
Payables and Accruals [Abstract]
Supplier financing program, termination notice	30 days
Supplier finance program, obligation	$ 22.9	$ 32.9
Supplier Finance Program, Obligation, Statement of Financial Position [Extensible Enumeration]	Accounts Payable, Current	Accounts Payable, Current

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Revenue - Additional Information (Detail) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2024 USD ($)	Nov. 30, 2023 USD ($)	Nov. 30, 2024 USD ($) Segment	Nov. 30, 2023 USD ($)	May 31, 2024 USD ($)
Disaggregation Of Revenue [Line Items]
Number of reportable segments | Segment			4
Revenue performance obligation description of payment terms			Payment terms and conditions vary by contract type, although our customers’ payment terms generally include a requirement to pay within 30 to 60 days of fulfilling our performance obligations
Revenue, Practical Expedient, Financing Component [true false]			false
Increase (decrease) in net contract assets			$ 10,074
Contract liabilities, revenue recognized	$ 10,500	$ 7,200	33,100	$ 28,500
Long-term deferred revenue	$ 82,800		$ 82,800		$ 81,700

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Revenue - Summary of Trade Accounts Receivable Net of Allowances and Net Contract Assets (Detail) - USD ($) $ in Thousands	6 Months Ended
	Nov. 30, 2024	May 31, 2024
Disaggregation Of Revenue [Line Items]
Trade accounts receivable, less allowances	$ 1,290,536	$ 1,419,445
Contract assets	65,908	57,833
Contract liabilities - short-term	(42,997)	(44,996)
Net Contract Assets	22,911	$ 12,837
Change in Contract with Customer, Asset and Liability [Abstract]
Change in trade accounts receivable, less allowances	(128,909)
Change in contract assets	8,075
Change in Net Contract Assets (Liabilities)	$ 10,074
Percentage of change in trade accounts receivable, less allowances	(9.10%)
Percentage of change in contract assets	14.00%
Short-term
Change in Contract with Customer, Asset and Liability [Abstract]
Change in contract liabilities	$ 1,999
Percentage of change in contract liabilities	(4.40%)

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Revenue - Summary of Activity for Allowance for Credit Losses (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023
Accounts receivable, allowance for credit loss [Roll Forward]
Beginning balance	$ 49,106	$ 56,584	$ 48,763	$ 49,482
Bad debt provision	5,981	2,892	6,928	10,588
Uncollectible accounts written off, net of recoveries	(1,429)	(2,033)	(2,215)	(2,815)
Translation adjustments	(987)	5	(805)	193
Ending balance	$ 52,671	$ 57,448	$ 52,671	$ 57,448

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Segment Information - Additional Information (Detail)	6 Months Ended
	Nov. 30, 2024 Segment
Segment Reporting Information [Line Items]
Number of reportable segments	4
Number of operating segments	4

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Segment Information - Summary of Disaggregation of Revenues by Geography and Results of Reportable Segments (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Nov. 30, 2024	Nov. 30, 2023	Nov. 30, 2024	Nov. 30, 2023	May 31, 2024
Segment Reporting Information [Line Items]
Net Sales	$ 1,845,318	$ 1,792,275	$ 3,814,107	$ 3,804,132
Income (Loss) Before Income Taxes	212,982	195,824	503,433	464,978
Identifiable Assets	6,683,070		6,683,070		$ 6,586,543
Domestic
Segment Reporting Information [Line Items]
Net Sales	1,290,503	1,232,756	2,711,989	2,672,933
Foreign
Segment Reporting Information [Line Items]
Net Sales	554,815	559,519	1,102,118	1,131,199
Foreign | Canada
Segment Reporting Information [Line Items]
Net Sales	136,057	136,386	283,251	287,262
Foreign | Europe
Segment Reporting Information [Line Items]
Net Sales	266,957	263,918	525,730	536,886
Foreign | Latin America
Segment Reporting Information [Line Items]
Net Sales	77,004	85,093	151,462	168,203
Foreign | Asia Pacific
Segment Reporting Information [Line Items]
Net Sales	44,451	46,929	83,840	85,860
Foreign | Other Foreign
Segment Reporting Information [Line Items]
Net Sales	30,346	27,193	57,835	52,988
Operating Segments | CPG Segment
Segment Reporting Information [Line Items]
Net Sales	690,116	661,750	1,484,107	1,444,539
Income (Loss) Before Income Taxes	105,652	98,398	262,650	238,850
Identifiable Assets	2,214,350		2,214,350		2,160,352
Operating Segments | CPG Segment | Domestic
Segment Reporting Information [Line Items]
Net Sales	432,088	395,961	970,981	905,294
Operating Segments | CPG Segment | Foreign
Segment Reporting Information [Line Items]
Net Sales	258,028	265,789	513,126	539,245
Operating Segments | CPG Segment | Foreign | Canada
Segment Reporting Information [Line Items]
Net Sales	71,793	70,181	147,123	149,342
Operating Segments | CPG Segment | Foreign | Europe
Segment Reporting Information [Line Items]
Net Sales	127,235	126,915	248,425	254,871
Operating Segments | CPG Segment | Foreign | Latin America
Segment Reporting Information [Line Items]
Net Sales	59,000	68,693	117,578	135,032
Operating Segments | PCG Segment
Segment Reporting Information [Line Items]
Net Sales	380,103	374,856	751,862	753,369
Income (Loss) Before Income Taxes	63,773	61,502	128,065	106,323
Identifiable Assets	1,316,716		1,316,716		1,164,165
Operating Segments | PCG Segment | Domestic
Segment Reporting Information [Line Items]
Net Sales	227,455	221,486	451,025	447,814
Operating Segments | PCG Segment | Foreign
Segment Reporting Information [Line Items]
Net Sales	152,648	153,370	300,837	305,555
Operating Segments | PCG Segment | Foreign | Canada
Segment Reporting Information [Line Items]
Net Sales	23,218	25,301	48,018	49,547
Operating Segments | PCG Segment | Foreign | Europe
Segment Reporting Information [Line Items]
Net Sales	58,830	58,452	116,135	122,122
Operating Segments | PCG Segment | Foreign | Latin America
Segment Reporting Information [Line Items]
Net Sales	10,304	8,572	19,455	17,713
Operating Segments | PCG Segment | Foreign | Asia Pacific
Segment Reporting Information [Line Items]
Net Sales	29,950	33,852	59,394	63,185
Operating Segments | PCG Segment | Foreign | Other Foreign
Segment Reporting Information [Line Items]
Net Sales	30,346	27,193	57,835	52,988
Operating Segments | Consumer Segment
Segment Reporting Information [Line Items]
Net Sales	590,247	578,687	1,218,721	1,248,291
Income (Loss) Before Income Taxes	88,311	98,066	196,461	229,895
Identifiable Assets	2,184,107		2,184,107		2,283,370
Operating Segments | Consumer Segment | Domestic
Segment Reporting Information [Line Items]
Net Sales	476,656	469,353	986,324	1,020,106
Operating Segments | Consumer Segment | Foreign
Segment Reporting Information [Line Items]
Net Sales	113,591	109,334	232,397	228,185
Operating Segments | Consumer Segment | Foreign | Canada
Segment Reporting Information [Line Items]
Net Sales	39,760	39,601	85,905	85,941
Operating Segments | Consumer Segment | Foreign | Europe
Segment Reporting Information [Line Items]
Net Sales	61,247	57,646	123,116	118,512
Operating Segments | Consumer Segment | Foreign | Latin America
Segment Reporting Information [Line Items]
Net Sales	6,872	7,127	12,821	14,142
Operating Segments | Consumer Segment | Foreign | Asia Pacific
Segment Reporting Information [Line Items]
Net Sales	5,712	4,960	10,555	9,590
Operating Segments | SPG Segments
Segment Reporting Information [Line Items]
Net Sales	184,852	176,982	359,417	357,933
Income (Loss) Before Income Taxes	16,694	10,145	31,897	26,542
Identifiable Assets	752,414		752,414		733,646
Operating Segments | SPG Segments | Domestic
Segment Reporting Information [Line Items]
Net Sales	154,304	145,956	303,659	299,719
Operating Segments | SPG Segments | Foreign
Segment Reporting Information [Line Items]
Net Sales	30,548	31,026	55,758	58,214
Operating Segments | SPG Segments | Foreign | Canada
Segment Reporting Information [Line Items]
Net Sales	1,286	1,303	2,205	2,432
Operating Segments | SPG Segments | Foreign | Europe
Segment Reporting Information [Line Items]
Net Sales	19,645	20,905	38,054	41,381
Operating Segments | SPG Segments | Foreign | Latin America
Segment Reporting Information [Line Items]
Net Sales	828	701	1,608	1,316
Operating Segments | SPG Segments | Foreign | Asia Pacific
Segment Reporting Information [Line Items]
Net Sales	8,789	8,117	13,891	13,085
Corporate/Other
Segment Reporting Information [Line Items]
Income (Loss) Before Income Taxes	(61,448)	$ (72,287)	(115,640)	$ (136,632)
Identifiable Assets	$ 215,483		$ 215,483		$ 245,010