MEDINA, Ohio, Jan. 8, 2013 /PRNewswire/ -- RPM International Inc. (NYSE: RPM) today reported a double-digit increase in net sales for its fiscal 2013 second quarter ended November 30, 2012. Net income and diluted earnings per share increased significantly over the prior year, excluding one-time adjustments in both years.

Second-Quarter Results

Net sales increased 11.1% to $1.02 billion from $916.1 million a year ago. On an as reported basis, consolidated EBIT decreased 3.7%, to $89.5 million from $93.0 million in the year-ago second quarter. Second-quarter net income declined 16.5%, to $41.7 million from $49.9 million in the fiscal 2012 second quarter. Earnings per diluted share fell 18.4% to $0.31 from $0.38 a year ago.

The one-time adjustment in the fiscal 2013 second quarter was a non-cash charge of $10.8 million, or $0.09 per diluted share in corporate/other, for the write-down of RPM's remaining equity investment in Kemrock Industries and Exports Ltd., due to continued deteriorating economic conditions in India, where Kemrock is based, and the resulting impact on Kemrock's operating performance and stock price. The fiscal 2012 second quarter adjustment was for income recognized in RPM's industrial segment, which occurred when RPM's ownership position in Kemrock exceeded 20%, thereby triggering a reportable equity ownership position and resulted in a benefit of $5.2 million, or $0.04 per diluted share, including a $4.6 million cumulative income catch-up.

On an as adjusted basis, excluding the Kemrock impact from both periods, RPM's fiscal 2013 second-quarter consolidated EBIT improved 14.3% to $100.4 million from $87.8 million a year ago. Second-quarter net income grew 17.4% to $52.5 million from $44.7 million in the fiscal 2012 second quarter, while earnings per diluted share improved 17.6% to $0.40 from $0.34 a year ago.

"Second-quarter operating results, on an adjusted basis, continue to meet our plan with sales, EBIT and net income posting strong double-digit increases," stated Frank C. Sullivan, chairman and chief executive officer. "We are also seeing benefits from our robust acquisition program, which has added businesses generating approximately $300 million in annual sales during the past 12 months," he stated.

Second-Quarter Segment Sales and Earnings

During the second quarter, on an as reported basis, industrial segment sales grew 7.7% to $691.0 million from $641.5 million in the fiscal 2012 second quarter. Organic sales improved 1.2%, including 1.6% in foreign exchange translation losses, while acquisition growth added 6.5%. Industrial segment EBIT decreased 0.2% to $78.1 million from $78.3 million in the same period a year ago. On an as adjusted basis, which excludes the Kemrock-related impact from both periods, industrial segment EBIT grew 6.9% to $78.1 million from $73.1 million a year ago.

"With the exception of our industrial businesses in Europe and our roofing division, most of our industrial product lines continued to perform well, including construction sealants, weather proofing and admixtures, as well as many of our smaller, niche industrial products, such as edible coatings, fluorescent pigments and disaster restoration solutions," Sullivan stated.

RPM's fiscal 2013 second-quarter consumer segment sales increased 18.9% to $326.4 million from $274.6 million a year ago. Organic sales improved 6.2%, with no foreign exchange impact, while acquisition growth added 12.7%. Consumer segment EBIT improved 44.1%, to $38.6 million from $26.8 million a year ago.

"Our consumer product lines are performing to our expectations. They continue to enjoy robust organic sales volume growth due to continued improvement in the U.S. residential housing market and strong demand for higher-end new products, while partially recouping lost margin from the moderation in raw material costs compared to the prior year. Additionally, acquisition activity over the past year, including Synta, Kirker and Australia-based HiChem, contributed to the strong consumer segment sales and earnings growth in the quarter," stated Sullivan.

Corporate and other expenses during the fiscal 2013 second quarter were higher than the prior year by approximately $4.3 million, on an as adjusted basis, due primarily to higher insurance, professional fees and pension expenses.

Cash Flow and Financial Position

For the first half of fiscal 2013, cash from operations was $127.6 million compared to $110.0 million a year ago. Capital expenditures of $30.8 million compare to depreciation of $27.6 million during the first half of this fiscal year. Total debt at November 30, 2012 increased to $1.42 billion from $1.09 billion at November 30, 2011 and $1.12 billion at May 31, 2012, primarily due to additional borrowings to fund acquisitions. RPM's net (of cash) debt-to-total capitalization ratio was 48.1%, compared to 40.3% at May 31, 2012, and it continues to be at the low end of the company's historic norms. At November 30, 2012, liquidity stood at $962 million, including cash of $262 million and $700 million in long-term committed available credit.

"Our solid cash and liquidity position is supporting a growing cash dividend, increased capital investments and a very successful acquisition program," Sullivan stated.

First-Half Sales and Earnings

On an as reported basis, fiscal 2013 first-half net sales improved 8.5% to $2.06 billion from $1.90 billion during the first six months of fiscal 2012. Consolidated EBIT declined 24.6% to $173.1 million from $229.5 million during the first six months of fiscal 2012. Net income declined 40.4% to $75.6 million from $126.7 million in the fiscal 2012 first half. Diluted earnings per share fell 41.2% to $0.57 from $0.97 a year ago.

On an as adjusted basis, first-half sales increased 8.7% to $2.07 billion. First-half EBIT was up 7.1% to $240.2 million from $224.3 million a year ago. First-half net income grew 13.0% to $137.3 million from $121.5 million in the fiscal 2012 first half. Fiscal 2013 first-half earnings per diluted share were up 11.8% to $1.04 from $0.93 a year ago. In addition to the Kemrock adjustments this fiscal year totaling $56.1 million, the first half also included a one-time charge of $11.0 million in the company's Building Solutions Group associated with a strategic decision to exit certain unprofitable contracts outside North America and to focus on the successful core roofing business in the United States and Canada.

First-Half Segment Sales and Earnings

On an as reported basis, RPM's industrial segment fiscal 2013 first-half sales improved 6.6%, to $1.39 billion from $1.31 billion in the fiscal 2012 first half. Organic sales decreased 0.7%, including net foreign exchange translation losses of 3.5%, while acquisition growth added 7.3%. Industrial segment EBIT declined 9.2% to $155.0 million from $170.8 million a year ago.

On an as adjusted basis, industrial segment first-half net sales improved 6.8%, to $1.40 billion from $1.31 billion a year ago. Industrial segment EBIT grew 6.2% to $175.8 million from $165.5 million in the 2012 first half.

First-half sales for the consumer segment increased 12.9% to $669.7 million from $593.4 million a year ago. Organic sales increased 5.9% and acquisition growth added an additional 7.0%. Consumer segment EBIT increased 24.4% to $97.4 million from $78.3 million in the first half of fiscal 2012.

Acquisitions

Second-quarter acquisitions included Synta, Inc. and Kirker Enterprises, Inc. Acquired by the Rust-Oleum Group on September 21, 2012, Synta is a $40 million producer and marketer of innovative and unique exterior wood deck and concrete restoration systems sold under the brands of Deck Restore and Concrete Restore at leading home centers and other retail outlets. Acquired by the RPM2 Consumer Group on September 5, 2012, Kirker manufactures nail care enamels, coatings components and related products for the personal care industry and has sales of more than $100 million.

Business Outlook

"We reiterate our full-year guidance, which we increased when first-quarter earnings were announced on October 3, 2012. We continue to anticipate sales growth of 8% to 10% and growth in diluted earnings per share of 9% to 12%, which equates to an EPS range of $1.80 to $1.85, on an as adjusted basis. As usual, we expect weaker results for the seasonally difficult fiscal third quarter ending February 28, 2013, but anticipate a strong fiscal 2013 fourth quarter. We see continued strength in top- and bottom-line performance in our consumer segment as the U.S. residential housing market steadily improves. Most of our industrial businesses are also performing well, with the exception of many European operations and the Building Solutions Group roofing division. Current-year acquisitions will offset these weaker sectors and contribute to our results. We also expect to continue the recent trend of recouping gross profit margin during the last half of this fiscal year as well," Sullivan stated.

Webcast and Conference Call Information

Management will host a conference call to further discuss these results beginning at 10:00 a.m. EST today. The call can be accessed by dialing 800-901-5241 or 617-786-2963 for international callers. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. The call, which will last approximately one hour, will be open to the public, but only financial analysts will be permitted to ask questions. The media and all other participants will be in a listen-only mode.

For those unable to listen to the live call, a replay will be available from approximately noon EST on January 8, 2013 until 11:59 p.m. EST on January 15, 2013. The replay can be accessed by dialing 888-286-8010 or 617-801-6888 for international callers. The access code is 22890306. The call also will be available both live and for replay, and as a written transcript, via the RPM web site at www.rpminc.com.

About RPM

RPM International Inc., a holding company, owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services serving both industrial and consumer markets. RPM's industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and specialty chemicals. Industrial brands include Stonhard, Tremco, illbruck, Carboline, Flowcrete, Universal Sealants and Euco. RPM's consumer products are used by professionals and do-it-yourselfers for home maintenance and improvement and by hobbyists. Consumer brands include Zinsser, Rust-Oleum, DAP, Varathane and Testors. Additional details can be found at www.RPMinc.com and by following RPM on Twitter at www.twitter.com/RPMintl.

For more information, contact Barry M. Slifstein, vice president - investor relations and planning, at 330-273-5090 or bslifstein@rpminc.com.

This press release contains "forward-looking statements" relating to our business. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us, and are subject to uncertainties and factors (including those specified below) which are difficult to predict and, in many instances, are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global markets and general economic conditions, including uncertainties surrounding the volatility in financial markets, the availability of capital and the effect of changes in interest rates, and the viability of banks and other financial institutions; (b) the prices, supply and capacity of raw materials, including assorted pigments, resins, solvents and other natural gas- and oil-based materials; packaging, including plastic containers; and transportation services, including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our construction and chemicals businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) the effect of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (h) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (i) risks related to the adequacy of our contingent liability reserves; (j) risks and uncertainties associated with the SPHC bankruptcy proceedings; and (k) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Annual Report on Form 10-K for the year ended May 31, 2012, as the same may be updated from time to time. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.


    
    CONSOLIDATED STATEMENTS OF INCOME
    IN THOUSANDS, EXCEPT PER SHARE DATA
    (Unaudited)



                                                                                                                                                                                                  AS REPORTED                                                                           ADJUSTED (a)
                                                                                                                                                                                                  -----------                                                                           -----------
                                                                                                                                                                                        Three Months Ended                            Six Months Ended                      Three Months Ended            Six Months Ended
                                                                                                                                                                                           November 30,                                 November 30,                           November 30,                 November 30,
                                                                                                                                                                                         ------------                                 ------------                           ------------               ------------
                                                                                                                                                                                                           2012                                         2011        2012                        2011                             2012      2011        2012        2011
                                                                                                                                                                                                           ----                                         ----        ----                        ----                             ----      ----        ----        ----


    Net Sales                                                                                                                                                                                        $1,017,426                                     $916,085  $2,064,140                  $1,902,003                       $1,017,426  $916,085  $2,067,018  $1,902,003
    Cost of sales                                                                                                                                                                                       592,425                                      547,064   1,205,259                   1,123,356                          592,425   547,064   1,202,718   1,123,356
                                                                                                                                                                                                        -------                                      -------   ---------                   ---------                          -------   -------   ---------   ---------
    Gross profit                                                                                                                                                                                        425,001                                      369,021     858,881                     778,647                          425,001   369,021     864,300     778,647
    Selling, general & administrative expenses                                                                                                                                                          325,761                                      282,154     636,701                     556,097                          325,761   282,154     626,113     556,097
    Interest expense                                                                                                                                                                                     19,868                                       17,909      38,298                      35,715                           19,868    17,909      38,298      35,715
    Investment (income), net                                                                                                                                                                             (1,364)                                      (1,045)     (8,338)                     (1,069)                          (1,364)   (1,045)     (8,338)     (1,069)
    Other expense (income), net                                                                                                                                                                           9,694                                       (6,167)     49,116                      (6,970)                          (1,125)     (957)     (1,976)     (1,760)
                                                                                                                                                                                                          -----                                       ------      ------                      ------                           ------      ----      ------      ------
    Income before income taxes                                                                                                                                                                           71,042                                       76,170     143,104                     194,874                           81,861    70,960     210,203     189,664
    Provision for income taxes                                                                                                                                                                           24,955                                       22,251      59,150                      57,615                           24,955    22,251      62,918      57,615
                                                                                                                                                                                                         ------                                       ------      ------                      ------                           ------    ------      ------      ------
    Net income                                                                                                                                                                                           46,087                                       53,919      83,954                     137,259                           56,906    48,709     147,285     132,049
    Less:  Net income attributable to noncontrolling interests                                                                                                                                            4,419                                        3,988       8,373                      10,517                            4,419     3,988       9,979      10,517
                                                                                                                                                                                                          -----                                        -----       -----                      ------                            -----     -----       -----      ------
    Net income attributable to RPM International Inc. Stockholders                                                                                                                                      $41,668                                      $49,931     $75,581                    $126,742                          $52,487   $44,721    $137,306    $121,532
                                                                                                                                                                                                        =======                                      =======     =======                    ========                          =======   =======    ========    ========

    Earnings per share of common stock attributable to
                       RPM International Inc. Stockholders:
    Basic                                                                                                                                                                                                 $0.32                                        $0.38       $0.57                       $0.97                            $0.40     $0.34       $1.04       $0.93
                                                                                                                                                                                                          =====                                        =====       =====                       =====                            =====     =====       =====       =====

    Diluted                                                                                                                                                                                               $0.31                                        $0.38       $0.57                       $0.97                            $0.40     $0.34       $1.04       $0.93
                                                                                                                                                                                                          =====                                        =====       =====                       =====                            =====     =====       =====       =====

    Average shares of common stock outstanding - basic                                                                                                                                                  128,885                                      127,986     128,844                     128,048                          128,885   127,986     128,844     128,048
                                                                                                                                                                                                        =======                                      =======     =======                     =======                          =======   =======     =======     =======

    Average shares of common stock outstanding - diluted                                                                                                                                                129,700                                      128,432     129,635                     128,537                          129,700   128,432     129,635     128,537
                                                                                                                                                                                                        =======                                      =======     =======                     =======                          =======   =======     =======     =======

    (a)                 Refer to the attached page for a reconciliation of as reported figures to adjusted
                        figures presented above.



    SUPPLEMENTAL SEGMENT INFORMATION
    IN THOUSANDS
    (Unaudited)
                                                                                                                                                                                              AS REPORTED                                                                        ADJUSTED (a)
                                                                                                                                                                                              -----------                                                                        -----------
                                                                                                                                                                                      Three Months Ended                            Six Months Ended                      Three Months Ended          Six Months Ended
                                                                                                                                                                                         November 30,                                 November 30,                           November 30,               November 30,
                                                                                                                                                                                         ------------                                 ------------                           ------------               ------------
                                                                                                                                                                                                           2012                                         2011        2012                        2011                             2012      2011        2012        2011
                                                                                                                                                                                                           ----                                         ----        ----                        ----                             ----      ----        ----        ----

    Net Sales:
                       Industrial Segment                                                                                                                                                              $691,076                                     $641,538  $1,394,411                  $1,308,554                         $691,076  $641,538  $1,397,289  $1,308,554
                       Consumer Segment                                                                                                                                                                 326,350                                      274,547     669,729                     593,449                          326,350   274,547     669,729     593,449

                            Total                                                                                                                                                                    $1,017,426                                     $916,085  $2,064,140                  $1,902,003                       $1,017,426  $916,085  $2,067,018  $1,902,003


    Income Before Income Taxes (b):
                       Industrial Segment
                            Income Before Income Taxes (b)                                                                                                                                              $75,495                                      $77,224    $149,799                    $168,770                          $75,495   $72,014    $170,541    $163,560
                            Interest (Expense), Net (c)                                                                                                                                                  (2,626)                                      (1,065)     (5,234)                     (1,982)                          (2,626)   (1,065)     (5,234)     (1,982)

                            EBIT (d)                                                                                                                                                                    $78,121                                      $78,289    $155,033                    $170,752                          $78,121   $73,079    $175,775    $165,542

                       Consumer Segment
                            Income Before Income Taxes (b)                                                                                                                                              $38,561                                      $26,753     $97,349                     $78,265                          $38,561   $26,753     $97,349     $78,265
                            Interest (Expense), Net (c)                                                                                                                                                     (19)                                         (21)        (19)                         15                              (19)      (21)        (19)         15

                            EBIT (d)                                                                                                                                                                    $38,580                                      $26,774     $97,368                     $78,250                          $38,580   $26,774     $97,368     $78,250

                       Corporate/Other
                            (Expense) Before Income Taxes (b)                                                                                                                                          $(43,014)                                    $(27,807)  $(104,044)                   $(52,161)                        $(32,195) $(27,807)   $(57,687)   $(52,161)
                            Interest (Expense), Net (c)                                                                                                                                                 (15,859)                                     (15,778)    (24,707)                    (32,679)                         (15,859)  (15,778)    (24,707)    (32,679)

                            EBIT (d)                                                                                                                                                                   $(27,155)                                    $(12,029)   $(79,337)                   $(19,482)                        $(16,336) $(12,029)   $(32,980)   $(19,482)

                            Consolidated
                                 Income Before Income Taxes (b)                                                                                                                                         $71,042                                      $76,170    $143,104                    $194,874                          $81,861   $70,960    $210,203    $189,664
                                 Interest (Expense), Net (c)                                                                                                                                            (18,504)                                     (16,864)    (29,960)                    (34,646)                         (18,504)  (16,864)    (29,960)    (34,646)

                                 EBIT (d)                                                                                                                                                               $89,546                                      $93,034    $173,064                    $229,520                         $100,365   $87,824    $240,163    $224,310


    (a)                Refer to the attached page for a reconciliation of as reported figures to adjusted figures presented above.
    (b)                 The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by Generally Accepted Accounting Principles in the United States
                        (GAAP), to EBIT.
    (c)                 Interest (expense), net includes the combination of interest (expense) and investment
                        income/(expense), net.
    (d)                 EBIT 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 expense is essentially related to corporate acquisitions, as opposed to segment operations.  For that reason, we believe EBIT is also useful to investors as a metric in their investment
                        decisions.  EBIT should not be considered an alternative to, or more meaningful than, operating income as determined in accordance with GAAP, since EBIT omits the impact of interest and taxes in
                        determining
                        operating performance, which represent items necessary to our continued operations, given our level of indebtedness and ongoing tax obligations.  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.



        CONSOLIDATED STATEMENTS OF INCOME
    RECONCILIATION OF "AS REPORTED" TO "ADJUSTED"
    IN THOUSANDS, EXCEPT PER SHARE DATA
    (Unaudited)
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                     Three Months Ended November 30, 2012                                                     Three Months Ended November 30, 2011
                                                                                                                                                                     ------------------------------------                                                     ------------------------------------
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                           AS REPORTED                                       Adjustments                                        ADJUSTED                                      AS REPORTED                                       Adjustments                                        ADJUSTED
                                                                                                                                                                           -----------                                       -----------                                        --------                                      -----------                                       -----------                                        --------
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
    Net Sales                                                                                                                                                                            $1,017,426                                  $             -                                      $1,017,426                                          $916,085                                  $             -                                        $916,085
    Cost of sales                                                                                                                                                                           592,425                                                                                          592,425                                           547,064                                                                                          547,064
                                                                                                                                                                                            -------                                                                                          -------                                           -------                                                                                          -------
    Gross profit                                                                                                                                                                            425,001                                                                                          425,001                                           369,021                                                                                          369,021
    Selling, general & administrative expenses                                                                                                                                              325,761                                                                                          325,761                                           282,154                                                                                          282,154
    Interest expense                                                                                                                                                                         19,868                                                                                           19,868                                            17,909                                                                                           17,909
    Investment (income), net                                                                                                                                                                 (1,364)                                                                                          (1,364)                                           (1,045)                                                                                          (1,045)
    Other expense (income), net                                                                                                                                                               9,694                                          (10,819)           (1)                           (1,125)                                           (6,167)                                           5,210            (2)                             (957)
                                                                                                                                                                                              -----                                          -------                                          ------                                            ------                                            -----                                            ----
    Income before income taxes                                                                                                                                                               71,042                                           10,819                                          81,861                                            76,170                                           (5,210)                                         70,960
    Provision for income taxes                                                                                                                                                               24,955                                                                                           24,955                                            22,251                                                                                           22,251
                                                                                                                                                                                             ------                                                                                           ------                                            ------                                                                                           ------
    Net income                                                                                                                                                                               46,087                                           10,819                                          56,906                                            53,919                                           (5,210)                                         48,709
    Less: Net income attributable to noncontrolling interests                                                                                                                                 4,419                                                                                            4,419                                             3,988                                                                                            3,988
                                                                                                                                                                                              -----                                                                                            -----                                             -----                                                                                            -----
    Net income attributable to RPM International Inc. Stockholders                                                                                                                          $41,668                                          $10,819                                         $52,487                                           $49,931                                          $(5,210)                                        $44,721
                                                                                                                                                                                            =======                                          =======                                         =======                                           =======                                          =======                                         =======
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
    Earnings per share attributable to RPM International Inc. Stockholders:
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
    Basic                                                                                                                                                                                     $0.32                                            $0.08                                           $0.40                                             $0.38                                           $(0.04)                                          $0.34
                                                                                                                                                                                              =====                                            =====                                           =====                                             =====                                           ======                                           =====
    Diluted                                                                                                                                                                                   $0.31                                            $0.09                                           $0.40                                             $0.38                                           $(0.04)                                          $0.34
                                                                                                                                                                                              =====                                            =====                                           =====                                             =====                                           ======                                           =====
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                         (1)   Adjustment removes the impact of the write-down at Corporate of RPM's remaining equity investment in Kemrock of $10,819 to zero in the
                                                                                                               second quarter of fiscal 2013.
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                         (2)   Adjustment removes the income recognized by the industrial segment related to RPM's equity method investment in Kemrock recognized during the
                                                                                                               second quarter of fiscal 2012 of $5,210, which included a $4,631 cumulative catch-up.
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                    Six Months Ended November 30, 2012                                                    Six Months Ended November 30, 2011
                                                                                                                                                                    ----------------------------------                                                    ----------------------------------
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                                                                                           AS REPORTED                                       Adjustments                                        ADJUSTED                                      AS REPORTED                                       Adjustments                                        ADJUSTED
                                                                                                                                                                           -----------                                       -----------                                        --------                                      -----------                                       -----------                                        --------
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
    Net Sales                                                                                                                                                                            $2,064,140                                           $2,878                                      $2,067,018                                        $1,902,003                                  $             -                                      $1,902,003
    Cost of sales                                                                                                                                                                         1,205,259                                           (2,541)                                      1,202,718                                         1,123,356                                                                                        1,123,356
                                                                                                                                                                                          ---------                                           ------                                       ---------                                         ---------                                                                                        ---------
    Gross profit                                                                                                                                                                            858,881                                            5,419            (3)                          864,300                                           778,647                                                                                          778,647
    Selling, general & administrative expenses                                                                                                                                              636,701                                          (10,588)           (4)                          626,113                                           556,097                                                                                          556,097
    Interest expense                                                                                                                                                                         38,298                                                                                           38,298                                            35,715                                                                                           35,715
    Investment (income), net                                                                                                                                                                 (8,338)                                                                                          (8,338)                                           (1,069)                                                                                          (1,069)
    Other expense (income), net                                                                                                                                                              49,116                                          (51,092)           (5)                           (1,976)                                           (6,970)                                           5,210            (2)                           (1,760)
                                                                                                                                                                                             ------                                          -------                                          ------                                            ------                                            -----                                          ------
    Income before income taxes                                                                                                                                                              143,104                                           67,099                                         210,203                                           194,874                                           (5,210)                                        189,664
    Provision for income taxes                                                                                                                                                               59,150                                            3,768                                          62,918                                            57,615                                                                                           57,615
                                                                                                                                                                                             ------                                            -----                                          ------                                            ------                                                                                           ------
    Net income                                                                                                                                                                               83,954                                           63,331                                         147,285                                           137,259                                           (5,210)                                        132,049
    Less: Net income attributable to noncontrolling interests                                                                                                                                 8,373                                            1,606                                           9,979                                            10,517                                                                                           10,517
                                                                                                                                                                                              -----                                            -----                                           -----                                            ------                                                                                           ------
    Net income attributable to RPM International Inc. Stockholders                                                                                                                          $75,581                                          $61,725                                        $137,306                                          $126,742                                          $(5,210)                                       $121,532
                                                                                                                                                                                            =======                                          =======                                        ========                                          ========                                          =======                                        ========
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
    Earnings per share attributable to RPM International Inc. Stockholders:
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
    Basic                                                                                                                                                                                     $0.57                                            $0.47                                           $1.04                                             $0.97                                           $(0.04)                                          $0.93
                                                                                                                                                                                              =====                                            =====                                           =====                                             =====                                           ======                                           =====
    Diluted                                                                                                                                                                                   $0.57                                            $0.47                                           $1.04                                             $0.97                                           $(0.04)                                          $0.93
                                                                                                                                                                                              =====                                            =====                                           =====                                             =====                                           ======                                           =====
                                                                                                                                                                                                                                                                                                                                                                                                                                                         
                                                                                                         (3)   Represents an adjustment for revised cost estimates in the Roofing Division of RPM's Building Solutions Group (industrial segment) in
                                                                                                               conjunction with unprofitable contracts outside of North America of $5,419 during the first quarter of fiscal 2013.
                                                                                                              
                                                                                                         (4)   Adjustment includes $5,588 in Roofing exit costs and $5,000 of charges relating to Kemrock investment write-downs at RPM's Performance
                                                                                                                Coatings Group (industrial segment) during the first quarter of fiscal 2013.
                                                                                                              
                                                                                                         (5)   Adjustments include the write-downs of Kemrock investments, including $35,538 at Corporate and $4,735 at RPM's Performance Coatings Group
                                                                                                               (industrial segment) during the first quarter of fiscal 2013 and an additional $10,819 write-down at Corporate in the second quarter of
                                                                                                               fiscal 2013.
                                                                                                              



    CONSOLIDATED BALANCE SHEETS
    IN THOUSANDS

                                                                         November 30, 2012                       November 30, 2011                       May 31, 2012
                                                                         -----------------                       -----------------                       ------------
                                                                            (Unaudited)                             (Unaudited)
    Assets
    Current Assets
               Cash and cash equivalents                                                     $261,940                                $300,955                           $315,968
               Trade accounts receivable                                                      757,123                                 689,664                            772,048
               Allowance for doubtful accounts                                                (29,226)                                (27,839)                           (26,507)

               Net trade accounts receivable                                                  727,897                                 661,825                            745,541
               Inventories                                                                    545,678                                 510,527                            489,978
               Deferred income taxes                                                           21,041                                  16,950                             19,868
               Prepaid expenses and other current assets                                      241,984                                 230,954                            239,982

               Total current assets                                                         1,798,540                               1,721,211                          1,811,337


    Property, Plant and Equipment, at Cost                                                  1,138,474                               1,010,673                          1,050,965
               Allowance for depreciation and amortization                                   (663,784)                               (628,546)                          (632,133)

               Property, plant and equipment, net                                             474,690                                 382,127                            418,832

    Other Assets
               Goodwill                                                                     1,120,437                                 865,529                            849,346
               Other intangible assets, net of amortization                                   478,212                                 353,652                            345,620
               Other                                                                           93,691                                 109,494                            134,885

               Total other assets                                                           1,692,340                               1,328,675                          1,329,851


    Total Assets                                                                           $3,965,570                              $3,432,013                         $3,560,020
                                                                                           ==========                              ==========                         ==========

    Liabilities and Stockholders' Equity
    Current Liabilities
               Accounts payable                                                              $316,105                                $324,519                           $391,467
               Current portion of long-term debt                                                2,068                                   1,950                              2,584
               Accrued compensation and benefits                                              127,447                                 124,262                            166,178
               Accrued loss reserves                                                           60,629                                  52,783                             54,652
               Other accrued liabilities                                                      192,360                                 149,266                            144,911
               Total current liabilities                                                      698,609                                 652,780                            759,792


    Long-Term Liabilities
               Long-term debt, less current maturities                                      1,413,101                               1,092,454                          1,112,952
               Other long-term liabilities                                                    409,538                                 225,519                            346,967
               Deferred income taxes                                                           51,780                                  73,233                             26,326
               Total long-term liabilities                                                  1,874,419                               1,391,206                          1,486,245

                  Total liabilities                                                         2,573,028                               2,043,986                          2,246,037


    Stockholders' Equity
               Preferred stock; none issued
                Common stock (outstanding 132,347; 131,233;
                131,555)                                           1,323                                   1,312                                   1,316
               Paid-in capital                                                                753,693                                 743,118                            742,895
               Treasury stock, at cost                                                        (70,574)                                (68,494)                           (69,480)
               Accumulated other comprehensive (loss)                                        (145,835)                                (74,999)                          (177,893)
               Retained earnings                                                              704,345                                 654,157                            686,818

                    Total RPM International Inc. stockholders'
                     equity                                    1,242,952                               1,255,094                               1,183,656
               Noncontrolling interest                                                        149,590                                 132,933                            130,327

                    Total equity                                                            1,392,542                               1,388,027                          1,313,983

    Total Liabilities and Stockholders' Equity                                             $3,965,570                              $3,432,013                         $3,560,020
                                                                                           ==========                              ==========                         ==========

                                                                                                        
                                                                                                        
                                                                                                        
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    IN THOUSANDS
    (Unaudited)
                                                                                     Six Months Ended
                                                                                                  November 30,
                                                                                                  ------------
                                                                                                  2012                   2011
                                                                                                  ----                   ----
                                                                                                                               
    Cash Flows From Operating Activities:
      Net income                                                                   $83,954               $137,259
      Adjustments to reconcile net income to net
              cash provided by operating activities:
                   Depreciation                                                                 27,644                 25,891
                   Amortization                                                                 13,282                 11,027
                   Impairment loss on investment in Kemrock                                     51,092
                   Deferred income taxes                                                         3,973                 (1,620)
                   Stock-based compensation expense                                              8,135                  6,692
                   Other                                                                          (685)                (5,204)
      Changes in assets and liabilities, net of effect
              from purchases and sales of businesses:
                   Decrease in receivables                                                      51,830                 76,864
                   (Increase) in inventory                                                     (33,198)               (24,687)
                   Decrease (increase) in prepaid expenses and other
                        current and long-term assets                                            14,799                (10,040)
                   (Decrease) in accounts payable                                              (89,300)               (46,345)
                   (Decrease) in accrued compensation and benefits                             (43,108)               (36,662)
                   Increase (decrease) in accrued loss reserves                                  5,393                 (5,313)
                   Increase (decrease) in other accrued liabilities                             36,663                (14,952)
                   Other                                                                        (2,853)                (2,880)
                        Cash From Operating Activities                                         127,621                110,030
                                                                                               -------                -------
    Cash Flows From Investing Activities:
         Capital expenditures                                                                  (30,849)               (18,353)
         Acquisition of businesses, net of cash acquired                                      (396,785)              (132,905)
         Purchase of marketable securities                                                     (68,442)               (39,337)
         Proceeds from sales of marketable securities                                           58,194                 36,937
         Other                                                                                   4,103                  4,072
                        Cash (Used For) Investing Activities                                  (433,779)              (149,586)
                                                                                              --------               --------
    Cash Flows From Financing Activities:
         Additions to long-term and short-term debt                                            334,247                  7,215
         Reductions of long-term and short-term debt                                           (41,269)               (22,845)
         Cash dividends                                                                        (58,054)               (55,620)
         Repurchase of stock                                                                    (1,094)                (5,999)
         Other                                                                                   5,650                  3,181
                        Cash Provided By (Used For) Financing Activities                       239,480                (74,068)
                                                                                               -------                -------
                                                                                                                               
    Effect of Exchange Rate Changes on Cash and
         Cash Equivalents                                                                       12,650                (20,432)
                                                                                                ------                -------
                                                                                                                               
    Net Change in Cash and Cash Equivalents                                                    (54,028)              (134,056)
                                                                                                                               
    Cash and Cash Equivalents at Beginning of Period                                           315,968                435,011
                                                                                               -------                -------
                                                                                                                               
    Cash and Cash Equivalents at End of Period                         $261,940               $300,955
                                                                       ========               ========
                                                                                                                               

SOURCE RPM International Inc.