þ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Delaware | 02-0642224 | |
(State or Other Jurisdiction of | (IRS Employer Identification No.) | |
Incorporation or Organization) | ||
P.O. Box 777, 2628 Pearl Road, Medina, Ohio | 44258 | |
(Address of Principal Executive Offices) | (Zip Code) |
Title of Each Class | Name of Each Exchange on Which Registered | |
Common Stock, par value $0.01
|
New York Stock Exchange | |
Rights to Purchase Shares of Common Stock
|
New York Stock Exchange |
2
3
| sealants and institutional roofing systems used in building protection, maintenance and weatherproofing applications marketed under the Companys TREMCO, REPUBLIC, VULKEM and DYMERIC brand names. Recently introduced products include basement waterproofing sealants marketed under the TUFF-N-DRI and WATCHDOG WATERPROOFING brand names, and specialized roofing maintenance and related services marketed under the WEATHERPROOFING TECHNOLOGIES brand name; | ||
| high-performance polymer flooring systems for industrial, institutional and commercial facility floor surfaces marketed under the STONHARD brand name, including flooring systems marketed as part of the STONBLEND RTZ product line. The Company also manufactures and supplies molded and pultruded fiberglass reinforced plastic gratings used for industrial platforms, staircases and walkways marketed under the FIBERGRATE brand name; | ||
| high-performance, heavy-duty corrosion control coatings, structural and architectural fireproofing products, and primary and secondary containment linings for a wide variety of industrial infrastructure applications marketed under the CARBOLINE, NULLIFIRE, A/D FIRE and PLASITE brand names; | ||
| exterior insulating finishing systems, including textured finish coats, sealers and variegated aggregate finishes marketed under the DRYVIT brand name; and | ||
| a variety of products for specialized applications, including powder coatings for exterior and interior applications marketed under the TCI brand name, fluorescent colorants and pigments marketed under the DAY-GLO brand name, concrete and masonry additives and related construction chemicals marketed under the EUCO brand name, commercial carpet and floor cleaning solutions marketed under the CHEMSPEC brand name, industrial and commercial floor systems marketed under the LOCK-TILE and ECOLOC brand names, specialty adhesives and sealants marketed under the COMPACTA and PACTAN brand names, fuel additives marketed under the VALVTECT brand name, wood and lumber treatments marketed under the KOP-COAT brand name, and pleasure marine coatings marketed under the PETTIT, WOOLSEY and Z-SPAR brand names. |
4
| a broad line of coating products sold under various RUST-OLEUM brands to protect and beautify metal, wood, and concrete surfaces for the DIY and professional markets. Leading brands within the RUST-OLEUM portfolio include STOPS RUST, AMERICAN ACCENTS, PAINTERS TOUCH, SPECIALTY, PROFESSIONAL, TREMCLAD, VARATHANE, MONO, WATCO, EPOXY SHIELD, INDUSTRIAL CHOICE, LABOR SAVER, ROAD WARRIOR, SIERRA PERFORMANCE, HARD HAT, MATHYS, COMBI COLOR and NOXYDE; | ||
| a complete line of caulks and sealants, patch and repair products and adhesives for the markets for home improvement, repair and construction and the autobody aftermarket, marketed through a wide assortment of DAP and BONDO branded products including ALEX PLUS, KWIK SEAL, SIDEWINDER ADVANCED SIDING and WINDOW SEALANT, WELDWOOD, 33, PLASTIC WOOD, DRYDEX, EASY SOLUTIONS, CRACKSHOT, PHENOSEAL, BONDO and DYNATRON; | ||
| a broad line of specialty products targeted to solve problems for the paint contractor and the DIYer for applications that include surface preparation, primers and sealers, mold and mildew prevention and maintenance, wallpaper removal and application, and waterproofing. Leading brand names include ZINSSER, B-I-N, BULLS EYE 1-2-3, COVER-STAIN, DIF, FAST PRIME, SEALCOAT, JOMAX, GARDZ, PERMA WHITE, SHIELDZ, WATERTITE, PARKS, PAPERTIGER and WALWORKS; and | ||
| an assortment of other products, including hobby paints and cements marketed under the TESTORS brand name, wood furniture finishes and touch-up products marketed under the CCI, MOHAWK, CHEMICAL COATINGS, BEHLEN and WESTFIELD COATINGS brand names, deck and fence restoration products marketed under the WOLMAN brand name, high-end wallcoverings and fabrics marketed under the THIBAUT brand, metallic and faux finish coatings marketed under the MODERN MASTERS brand name and shellac-based specialty coatings for industrial and pharmaceutical uses, edible glazes and food coatings by MANTROSE-HAEUSER, and NATURE SEAL brand coatings that preserve sliced fruit and vegetables. |
5
6
7
8
9
| the sale, export, generation, storage, handling, use and transportation of hazardous materials; | ||
| the emission and discharge of hazardous materials into the soil, water and air; and | ||
| the health and safety of the Companys employees. |
10
11
12
13
14
15
16
17
18
19
Approximate
Square Feet
Business/
of
Location
Segment
Floor Space
Leased or Owned
Rust-Oleum
(Consumer)
303,200
Owned
Tremco
(Industrial)
207,200
Owned
Euclid Chemical
173,000
Owned
(Industrial)
Tremco
160,300
Owned
(Industrial)
Day-Glo
147,200
Owned
(Industrial)
DAP
144,200
Owned
(Consumer)
Rust-Oleum
143,000
Owned
(Consumer)
DAP
140,000
Owned
(Consumer)
Carboline
114,300
Owned
(Industrial)
Zinsser
112,000
Owned
(Consumer)
Zinsser
110,000
Owned
(Consumer)
Stonhard
77,500
Owned
(Industrial)
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Name
Age
Position and Offices with the Company
44
President and Chief Executive Officer
42
Senior Vice President Administration and
Assistant Secretary
48
Senior Vice President, General Counsel and
Secretary
45
Vice President Operations and Chief
Information Officer
40
Vice President Corporate Development
62
Vice President, Chief Financial Officer and
Controller
*
Included pursuant to Instruction 3 to Item 401(b) of Regulation S-K.
Table of Contents
**
Such automatic renewal occurs unless the Compensation
Committee of the Board of Directors or the Executive Officer gives the other
party notice of non-renewal two months in advance of the annual renewal date.
Table of Contents
20
21
22
23
24
25
E-1
E-2
E-3
E-4
E-5
E-6
E-7
E-8
E-9
S-1
Fiscal Years Ended May 31,
2005
2004
2003
2002
1
2001
(Amounts in thousands, except per share and percentage date)
$
2,555,735
$
2,307,553
$
2,053,482
$
1,960,738
$
1,984,961
163,728
217,616
47,853
154,124
101,487
105,032
141,886
35,327
101,554
62,961
4.1
%
6.1
%
1.7
%
5.2
%
3.2
%
$
0.90
$
1.23
$
0.31
$
0.97
$
0.62
0.86
1.16
0.30
0.97
0.62
1,046,509
975,292
877,008
858,106
639,710
8.95
8.42
7.61
8.22
6.26
10.4
%
15.3
%
4.1
%
13.6
%
9.8
%
116,899
115,777
115,294
104,418
102,202
$
68,933
$
63,651
$
59,139
$
52,409
$
50,605
0.5900
0.5500
0.5150
0.5000
0.4975
500,125
464,026
385,791
409,603
360,458
696,156
517,124
500,444
479,041
443,652
2,656,245
2,350,091
2,243,455
2,078,844
2,078,490
837,948
718,929
724,846
707,921
955,399
65,992
63,277
58,674
56,859
81,494
Note:
Acquisitions made by the Company during the periods presented may impact comparability from
year to year.
1
Reflects adoption to SFAS No. 142 regarding Goodwill (See Note A[10] to the
Consolidated Financial Statements, which appear in the 2005 Annual Report to the Stockholders,
incorporated herein by reference).
2
Reflects the reclassification of cooperative advertising expenses as a
component of net sales instead of a selling, general and administrative expense (See No. A[14]
to the Consolidated Financial Statements, which appear in the 2005 Annual Report to
Stockholders, incorporated herein by reference).
3
Reflects dilutive effect of EITF 04-8 beginning in fiscal 2003 (See Note D
to the Consolidated Financials Statements, which appear in the 2005 Annual Report to
Stockholders, incorporated herein by reference).
Table of Contents
Table of Contents
Table of Contents
Schedule
Page No.
S-1
S-2
Table of Contents
RPM INTERNATIONAL INC.
Date: August 15, 2005
By:
/s/ Frank C. Sullivan
Frank C. Sullivan
President and
Chief Executive Officer
/s/ Frank C. Sullivan
President and Chief Executive Officer and a Director
(Principal Executive Officer)
/s/ Robert L. Matejka
Vice President, Chief Financial Officer and Controller
(Principal Financial and Accounting Officer)
/s/ Thomas C. Sullivan
Chairman and a Director
/s/ Dr. Max D. Amstutz
Director
/s/ Edward B. Brandon
Director
/s/ Bruce A. Carbonari
Director
/s/ James A. Karman
Director
Table of Contents
/s/ Donald K. Miller
Director
/s/ William A. Papenbrock
Director
/s/ Albert B. Ratner
Director
/s/ William B. Summers, Jr.
Director
/s/ Dr. Jerry Sue Thornton
Director
/s/ Joseph P. Viviano
Director
Table of Contents
Exhibit No.
Description
Agreement and Plan of Merger, dated as of August 29, 2002, by and among,
RPM, Inc., the Company and RPM Merger Company, which is incorporated
herein by reference to Exhibit 2.1 to the Companys Current Report on
Form 8-K, as filed with the Commission on October 15, 2002 (File No.
001-14187).
Amended and Restated Certificate of Incorporation of the Company, which
is incorporated herein by reference to Exhibit 4.1 to the Companys
Registration Statement on Form S-8 (File No. 333-101501), as filed with
the Commission on November 27, 2002.
Amended and Restated By-Laws of the Company, which are incorporated
herein by reference to Exhibit 4.2 to the Companys Registration
Statement on Form S-8 (File No. 333-101501), as filed with the Commission
on November 27, 2002.
Specimen Certificate of common stock, par value $0.01 per share, of the
Company, which is incorporated herein by reference to Exhibit 4.3 to the
Companys Registration Statement on Form S-8 (File No. 333-101501), as
filed with the Commission on November 27, 2002.
Specimen Note Certificate for 7.0% Senior Notes Due 2005, which is
incorporated herein by reference to Exhibit 4.3 to the Companys
Registration Statement on Form S-4 as filed with the Commission on August
3, 1995 (File No. 033-61541).
Specimen Note Certificate of Liquid Asset Notes with Coupon Exchange
(LANCEs(SM)) Due 2008, which is incorporated herein by reference to
Exhibit 4.3 to the Companys Annual Report on Form 10-K for the fiscal
year ended May 31, 1998 (File No. 001-14187).
Specimen Note Certificate for Senior Convertible Notes Due 2033, which is
incorporated herein by reference to Exhibit 4.4 to the Companys Annual
Report on Form 10-K for the fiscal year ended May 31, 2003 (File No.
001-14187).
Specimen Note Certificate of 6.25%
Senior Notes Due 2013, which is
incorporated herein by reference to Exhibit 4.5 to the Companys Annual
Report on Form 10-K for the fiscal year ended May 31, 2004 (File No.
001-14187).
Rights Agreement by and between the Company (as successor to RPM, Inc.)
and Harris Trust and Savings Bank dated as of April 28, 1999, which is
incorporated herein by reference to Exhibit 4.1 to the Companys
Registration Statement on Form 8-A as filed with the Commission on May
11, 1999 (File No. 001-14187).
Table of Contents
Exhibit No.
Description
Amendment to Rights Agreement dated as of December 18, 2000 by and among
the Company (as successor to RPM, Inc.), Computershare Investor Services
(formerly Harris Trust and Savings Bank) and National City Bank, which is
incorporated herein by reference to Exhibit 4.4.1 to the Companys Annual
Report on Form 10-K for the fiscal year ended May 31, 2001 (File No.
001-14187).
Second Amendment to Rights Agreement, dated as of October 15, 2002, among
RPM, Inc., National City Bank (as successor rights agent to Computershare
Investor Services, formerly Harris Trust and Savings Bank) and the
Company, which is incorporated herein by reference to Exhibit 4.4.2 to
the Companys Registration Statement on Form S-8 (File No. 333-101501),
as filed with the Commission on November 27, 2002.
Indenture, dated as of June 1, 1995, between RPM, Inc. and The First
National Bank of Chicago, as trustee, with respect to the 7.0% Senior
Notes Due 2005, which is incorporated herein by reference to Exhibit 4.5
to the Companys Registration Statement on Form S-4 as filed with the
Commission on August 3, 1995 (File No. 033-61541).
First Supplemental Indenture, dated as of March 5, 1998 to the Indenture
dated as of June 1, 1995, between RPM, Inc. and The First National Bank
of Chicago, as trustee, with respect to the Liquid Asset Notes with
Coupon Exchange (LANCEs(SM)) due 2008, which is incorporated herein by
reference to Exhibit 4.6 to the Companys Annual Report on Form 10-K for
the fiscal year ended May 31, 1998 (File No. 001-14187).
Second Supplemental Indenture, dated as of August 26, 2002, by and among
the Company, RPM, Inc. and Bank One, N.A. (f/k/a The First National Bank
of Chicago) as Trustee, relating to the Indenture, dated as of June 1,
1995, by and between the Company and the Trustee, which is incorporated
herein by reference to Exhibit 10.6 to the Companys Quarterly Report on
Form 10-Q for the quarter ended August 31, 2002 (File No. 001-14187).
Indenture, dated as of May 13, 2003 between the Company, as issuer, and
The Bank of New York, as trustee, with respect to the Senior Convertible
Notes due 2033, which is incorporated herein by reference to Exhibit 4.9
to the Companys Annual Report on Form 10-K for the fiscal year ended May
31, 2003 (File No. 001-14187).
Indenture, dated as of December 9, 2003 between the Company, as issuer,
and The Bank of New York, as trustee, which is incorporated herein by
reference to Exhibit 4.2 to the Companys Registration Statement on Form
S-4 (File No. 333-114259), as filed with the Commission on April 7, 2004.
Registration Rights Agreement, dated as of May 13, 2003, among the
Company, Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith
Incorporated and each of the other Initial Purchasers named in Schedule A
to the Purchase Agreement, for whom Merrill Lynch is acting as
Representative, with respect to the Senior Convertible Notes due 2033,
which is incorporated herein by reference to Exhibit 4.10 to the
Companys Annual Report on Form 10-K for the fiscal year ended May 31,
2003 (File No. 001-14187).
Table of Contents
Exhibit No.
Description
Registration Rights Agreement, dated as of December 9, 2003, among the
Company, Banc One Capital Markets, Inc., Wachovia Capital Markets, LLC,
J.P. Morgan Securities, Inc., Fifth Third Securities, Inc., Mellon
Financial Markets, LLC and U.S. Bancorp Piper Jaffray Inc. and each of
the other Initial Purchasers named in Schedule A to the Purchase
Agreement, which is incorporated herein by reference to Exhibit 4.3 to
the Companys Registration Statement on Form S-4 (File No. 333-114259),
as filed with the Commission on April 7, 2004.
Indenture dated as of September 30, 2004 between the Company, as
issuer, and The Bank of New York, as trustee, which is incorporated
herein by reference to Exhibit 4.1 to the Companys Current Report on
Form 8-K, as filed with the Commission on September 30, 2004 (File No.
001-14187).
Form of 4.45% Senior Note Due 2009, which is incorporated herein by
reference to Exhibit 4.3 to the Companys Current Report on Form 8-K, as
filed with the Commission on September 30, 2004 (File No. 001-14187).
Registration Rights Agreement dated as of September 30, 2004 between the Company and Goldman, Sachs & Co., which is incorporated herein by reference to Exhibit 4.2 to the Companys Current Report on Form 8-K, as filed with the Commission on September 30, 2004 (File No. 001-14187).
Succession and Post-Retirement Consulting Letter Agreement, dated April
12, 2002, by and between RPM, Inc. and Thomas C. Sullivan, which is
incorporated herein by reference to Exhibit 10.1 to the Companys Annual
Report on Form 10-K for the year ended May 31, 2002 (File No. 001-14187).
Letter of Amendment to Employment Agreement and Consulting Letter
Agreement, dated as of October 14, 2002, by and between RPM, Inc., the
Company and Thomas C. Sullivan, which is incorporated herein by reference
to Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the
quarter ended November 30, 2002 (File No. 001-14187).
Extension to Post-Retirement Consulting Agreement, which is
incorporated herein by reference to Exhibit 10.1.3 to the Companys
Current Report on Form 8-K, as filed with the Commission on June 29, 2005
(File No. 001-14187).
Credit Agreement among RPM International Inc., the Borrowers party
thereto, the Lenders party thereto and National City Bank, as
Administrative Agent, dated as of November 19, 2004, which is
incorporated herein by reference to Exhibit 10.1 to the Companys Current
Report on Form 8-K, as filed with the Commission on November 24, 2004
(File No. 001-14187).
Form of Employment Agreement entered into by and between the Company and
each of P. Kelly Tompkins, Senior Vice President, General Counsel and
Secretary, Ronald A. Rice, Senior Vice President Administration and
Assistant Secretary, Paul G. Hoogenboom, Vice President-Operations and
Chief Information Officer, Robert L. Matejka, Chief Financial Officer and
Vice President Controller, and Stephen J. Knoop, Vice President -
Corporate Development, which is incorporated herein by reference to
Exhibit 10.1 to the Companys Quarterly Report on Form 10-Q for the
quarterly period ended February 28, 2001 (File No. 001-14187).
Table of Contents
Exhibit No.
Description
Form of Letter of Amendment to Employment Agreements entered into by and
between RPM, Inc., the Company and each of P. Kelly Tompkins, Senior Vice
President, General Counsel and Secretary, Ronald A. Rice, Senior Vice
President Administration and Assistant Secretary, Paul G. Hoogenboom,
Vice President-Operations and Chief Information Officer, Robert L.
Matejka, Chief Financial Officer and Vice President Controller, and
Stephen J. Knoop, Vice President Corporate Development, which is
incorporated herein by reference to Exhibit 10.3 to the Companys
Quarterly Report on Form 10-Q for the quarter ended November 30, 2002
(File No. 001-14187).
Amended and Restated Employment Agreement between the Company and Frank
C. Sullivan Chief Executive Officer and President, which is
incorporated herein by reference to Exhibit 10.4 to the Companys
Quarterly Report on Form 10-Q for the quarter ended November 30, 2002
(File No. 001-14187).
RPM International Inc. 1989 Stock Option Plan, as amended, and form of
Stock Option Agreements to be used in connection therewith, which is
incorporated herein by reference to Exhibit 10.4 to the Companys Annual
Report on Form 10-K for the fiscal year ended May 31, 2001 (File No.
001-14187).
Amendment No. 3 to RPM International Inc. 1989 Stock Option Plan, as
amended, which is incorporated herein by reference to Exhibit 4.5.1 to
the Companys Registration Statement on Form S-8 (File No. 033-32794), as
filed with the Commission on November 27, 2002.
RPM International Inc. 1996 Stock Option Plan, which is incorporated
herein by reference to Exhibit 4.5 to the Companys Registration
Statement on Form S-8 (File No. 333-60104), as filed with the Commission
on November 27, 2002.
Amendment No. 1 to RPM International Inc. 1996 Stock Option Plan, which
is incorporated herein by reference to Exhibit 10.7.1 to the Companys
Annual Report on Form 10-K for the fiscal year ended May 31, 1998 (File
No. 001-14187).
Amendment to RPM International Inc. 1996 Stock Option Plan, which is
incorporated herein by reference to Exhibit 4.3.1 to the Companys
Registration Statement on Form S-8 as filed with the Commission on May 3,
2001(File No. 001-14187).
Amendment No. 3 to RPM International Inc. 1996 Stock Option Plan, which
is incorporated herein by reference to Exhibit 4.5.3 to the Companys
Registration Statement on Form S-8 (File No. 333-60104), as filed with
the Commission on November 27, 2002.
Form of Stock Option Agreement to be used in connection with the RPM
International Inc. 1996 Stock Option Plan, as amended, which is
incorporated herein by reference to Exhibit 10.6.1 to the Companys
Quarterly Report on Form 10-Q for the quarter ended November 30, 2002
(File No. 001-14187).
RPM International Inc. Benefit Restoration Plan, which is incorporated
herein by reference to Exhibit 10.7 to the Companys Annual Report on
Form 10-K for the fiscal year ended May 31, 2001 (File No. 001-14187).
Table of Contents
Exhibit No.
Description
Amendment No. 1 to the RPM International Inc. Benefit Restoration Plan,
which is incorporated herein by reference to Exhibit 10.4 to the
Companys Quarterly Report on Form 10-Q for the quarter ended February
28, 2003 (File No. 001-14187).
Amendment No. 2 to RPM International Inc. Benefit Restoration Plan, which
is incorporated herein by reference to Exhibit 10.9 to the Companys
Quarterly Report on Form 10-Q for the quarter ended November 30, 2002
(File No. 001-14187).
RPM International Inc. Deferred Compensation Plan, which is incorporated
herein by reference to Exhibit 10.8.1 to the Companys Annual Report on
Form 10-K for the year ended May 31, 2002 (File No. 001-14187).
Master Trust Agreement for RPM International Inc. Deferred Compensation
Plan, which is incorporated herein by reference to Exhibit 10.8.1 to the
Companys Annual Report on Form 10-K for the year ended May 31, 2002
(File No. 001-14187).
Amendment No. 1 to RPM International Inc. Deferred Compensation Plan,
which is incorporated herein by reference to Exhibit 4.5.1 to the
Companys Registration Statement on Form S-8 (File No. 333-101512), as
filed with the Commission on November 27, 2002.
Amendment No. 3 to RPM International Inc. Deferred Compensation Plan,
which is incorporated herein by reference to Exhibit 10.10.3 to the
Companys Annual Report on Form 10-K for the fiscal year ended May 31,
2004 (File No. 001-14187).
RPM International Inc. Incentive Compensation Plan, which is incorporated
herein by reference to Exhibit 10.10 to the Companys Annual Report on
Form 10-K for the fiscal year ended May 31, 2001 (File No. 001-14187).
Amendment No. 1 to RPM International Inc. Incentive Compensation Plan,
which is incorporated herein by reference to Exhibit 10.11 to the
Companys Quarterly Report on Form 10-Q for the quarter ended November
30, 2002 (File No. 001-14187).
Amendment No. 2 to RPM International Inc. Incentive Compensation Plan,
which is incorporated herein by reference to Exhibit 10.3 to the Companys
Quarterly Report on Form 10-Q for the quarter ended November 30, 2004
(File No. 001-14187).
1997 RPM International Inc. Restricted Stock Plan, and Form of Acceptance
and Escrow Agreement to be used in connection therewith, which is
incorporated herein by reference to Exhibit 10.12 to the Companys
Quarterly Report on Form 10-Q for the quarter ended November 30, 2002
(File No. 001-14187).
First Amendment to the RPM, Inc. 1997 Restricted Stock Plan, effective as
of October 1, 1998, which is incorporated herein by reference to Exhibit
10.10.1 to the Companys Annual Report on Form 10-K for the year ended
May 31, 2002 (File No. 001-14187).
Table of Contents
Exhibit No.
Description
Second Amendment to the RPM International Inc. 1997 Restricted Stock
Plan, which is incorporated herein by reference to Exhibit 10.10.2 to the
Companys Annual Report on Form 10-K for the year ended May 31, 2002
(File No. 001-14187).
Third Amendment to the 1997 RPM International Inc. Restricted Stock Plan,
which is incorporated herein by reference to Exhibit 10.12.1 to the
Companys Quarterly Report on Form 10-Q for the quarter ended November
30, 2002 (File No. 001-14187).
Fourth Amendment to the 1997 RPM International Inc. Restricted Stock
Plan, which is incorporated herein by reference to Exhibit 10.5 to the
Companys Quarterly Report on Form 10-Q for the quarter ended February
28, 2003 (File No. 001-14187).
Fifth Amendment to the 1997 RPM International Inc. Restricted Stock Plan,
which is incorporated herein by reference to Exhibit 10.12.5 to the
Companys Annual Report on Form 10-K for the fiscal year ended May 31,
2004 (File No. 001-14187).
2002 RPM International Inc. Performance Accelerated Restricted Stock
Plan, which is incorporated herein by reference to Exhibit 10.2 to the
Companys Quarterly Report on Form 10-Q for the quarter ended February
28, 2003 (File No. 001-14187).
Amendment No. 1 to the RPM International Inc. Performance Accelerated
Restricted Stock Plan, which is incorporated herein by reference to
Exhibit 10.3 to the Companys Quarterly Report on Form 10-Q for the
quarter ended February 28, 2003 (File No. 001-14187).
Amendment No. 2 to the RPM International Inc. Performance Accelerated
Restricted Stock Plan, which is incorporated herein by reference to
Exhibit 10.13.2 to the Companys Annual Report on Form 10-K for the
fiscal year ended May 31, 2004 (File No. 001-14187).
RPM International Inc. 2003 Restricted Stock Plan for Directors, which is
incorporated herein by reference to Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the quarter ended November 30, 2003
(File No. 001-14187).
Form of Indemnification Agreement entered into by and between the Company
and each of its Directors and Executive Officers, which is incorporated
herein by reference to Exhibit 10.14 to the Companys Quarterly Report on
Form 10-Q for the quarter ended November 30, 2002 (File No. 001-14187).
Five-Year $500,000,000 Credit Agreement, dated as of July 14, 2000, among
the Company, The Chase Manhattan Bank, as Administrative Agent and Chase
Securities Inc., which is incorporated herein by reference to Exhibit
10.16 to the Companys Annual Report on Form 10-K for the fiscal year
ended May 31, 2000 (File No. 001-14187).
Table of Contents
Exhibit No.
Description
Amendment No. 1, dated July 31, 2001, to the 364-Day Credit Agreement and
the Five-Year Credit Agreement among the Company, the Lenders party
thereto and The Chase Manhattan Bank, as Administrative Agent, which is
incorporated by reference to Exhibit 10.1 to the Companys Quarterly
Report on Form 10-Q for the quarterly period ended August 31, 2001 (File
No. 001-14187).
Amendment No. 2 to Five-Year Credit Agreement, dated as of July 12, 2002,
by and among the Company, the Lender parties thereto and JPMorgan Chase
Bank (formerly The Chase Manhattan Bank), as administrative agent, which
is incorporated herein by reference to Exhibit 10.5 to the Companys
Quarterly Report on Form 10-Q for the quarter ended August 31, 2002 (File
No. 001-14187).
Assignment, Assumption and Release Agreement, related to the Five-Year
Credit Agreement, dated as of October 15, 2002, between RPM, Inc. and the
Company, which is incorporated herein by reference to Exhibit 10.15 to
the Companys Quarterly Report on Form 10-Q for the quarter ended
November 30, 2002 (File No. 001-14187).
Receivables Sale Agreement among certain subsidiaries of the Company, the
Company and RPM Funding Corporation, dated June 6, 2002, which is
incorporated herein by reference to Exhibit 10.1 to the Companys
Quarterly Report on Form 10-Q for the quarter ended August 31, 2002 (File
No. 001-14187).
Amendment No. 2 to Receivables Sale Agreement among certain subsidiaries
of the Company, the Company and RPM Funding Corporation, dated January
28, 2003, which is incorporated herein by reference to Exhibit 10.17.1 to
the Companys Annual Report on Form 10-K for the fiscal year ended May
31, 2004 (File No. 001-14187).
Amendment No. 3 to Receivables Sale Agreement among certain subsidiaries
of the Company, the Company and RPM Funding Corporation, dated April 30,
2004, which is incorporated herein by reference to Exhibit 10.17.2 to the
Companys Annual Report on Form 10-K for the fiscal year ended May 31,
2004 (File No. 001-14187).
Amendment No. 4 to Receivables Sale Agreement among certain subsidiaries
of the Company, the Company and RPM Funding Corporation, dated March 8
,
2005.(x)
Receivables Purchase Agreement, among certain subsidiaries of the
Company, RPM Funding Corporation and Bank One and Wachovia Bank, NA, as
co-agents and administrative agents, dated June 6, 2002, which is
incorporated herein by reference to Exhibit 10.2 to the Companys
Quarterly Report on Form 10-Q for the quarter ended August 31, 2002 (File
No. 001-14187).
Amendment No. 2 to Receivables Purchase Agreement, among certain
subsidiaries of the Company, RPM Funding Corporation and Bank One and
Wachovia Bank, NA, as co-agents and administrative agents, dated May 27,
2003, which is incorporated herein by reference to Exhibit 10.18.1 to the
Companys Annual Report on Form 10-K for the fiscal year ended May 31,
2004 (File No. 001-14187).
Table of Contents
Exhibit No.
Description
Amendment No. 3 to Receivables Purchase Agreement, among certain
subsidiaries of the Company, RPM Funding Corporation and Bank One and
Wachovia Bank, NA, as co-agents and administrative agents, dated May 27,
2003, which is incorporated herein by reference to Exhibit 10.18.2 to the
Companys Annual Report on Form 10-K for the fiscal year ended May 31,
2004 (File No. 001-14187).
Amendment No. 4 to Receivables Purchase Agreement, among certain
subsidiaries of the Company, RPM Funding Corporation and Bank One and
Wachovia Bank, NA, as co-agents and administrative agents, dated May 24,
2005.(x)
Omnibus Amendment No. 1 to the Receivables Sale Agreement and the
Receivables Purchase Agreement, by and among RPM, Inc., the Company,
certain subsidiaries of the Company, RPM Funding Corporation and Bank
One, dated as of October 15, 2002, which is incorporated herein by
reference to Exhibit 10.16 to the Companys Quarterly Report on Form 10-Q
for the quarter ended November 30, 2002 (File No. 001-14187).
Performance Undertaking related to the Bank One, NA Receivables Sale
Agreement and Receivables Purchase Agreement, dated June 6, 2002, which
is incorporated herein by reference to Exhibit 10.16.1 to the Companys
Quarterly Report on Form 10-Q for the quarter ended November 30, 2002
(File No. 001-14187).
Note Purchase Agreement, dated as of November 15, 2001, between the
Company and the Purchasers thereto with respect to the sale of $15
million principal amount of 6.12% Senior Notes, Series A, due November
15, 2004, $10 million principal amount of 6.61% Senior Notes, Series B,
due November 15, 2006, and $30 million principal amount of 7.3% Senior
Notes, Series C, due November, 2003, which is incorporated herein by
reference to Exhibit 4.1 to the Companys Quarterly Report on Form 10-Q
for the quarterly period ended November 30, 2001 (File No. 001-14187).
Assignment, Assumption and Amendment Agreement, dated as of August 23,
2002, between the Company, RPM International Inc. and the holders of the
Notes under the Private Placement Note Purchase Agreement, dated as of
November 15, 2001, as the same may be amended or supplemented from time
to time, between the Company and certain institutional investors named
therein, which is incorporated herein by reference to Exhibit 10.4 to the
Companys Quarterly Report on Form 10-Q for the quarter ended August 31,
2002 (File No. 001-14187).
Commercial Paper Dealer Agreement between the Company, as Issuer, and
U.S. Bancorp Piper Jaffray Inc., as Dealer, dated as of April 21, 2003,
which is incorporated herein by reference to Exhibit 10.21 to the
Companys Annual Report on Form 10-K for the fiscal year ended May 31,
2003 (File No. 001-14187).
Issuing and Paying Agent Agreement between U.S. Bank Trust National
Association and the Company, dated as of April 21, 2003, which is
incorporated herein by reference to Exhibit 10.22 to the Companys Annual
Report on Form 10-K for the fiscal year ended May 31, 2003 (File No.
001-14187).
Table of Contents
Exhibit No.
Description
Purchase Agreement, dated as of May 8, 2003, among the Company, Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and each
of the other Initial Purchasers named in Schedule A to the Purchase
Agreement, for whom Merrill Lynch is acting as Representative, which is
incorporated herein by reference to Exhibit 10.23 to the Companys Annual
Report on Form 10-K for the fiscal year ended May 31, 2003 (File No.
001-14187).
Purchase Agreement, dated as of December 4, 2003 among the Company, Banc
One Capital Markets, Inc., Wachovia Capital Markets, LLC, J.P. Morgan
Securities, Inc., Fifth Third Securities, Inc. Mellon Financial Markets,
LLC and U.S. Bancorp Piper Jaffray Inc. and each of the Initial
Purchasers named in Schedule A to the Purchase Agreement, which is
incorporated herein by reference to Exhibit 10.1 to the Companys
Registration Statement on Form S-4 (File No. 333-114259), as filed with
the Commission on April 7, 2004.
RPM International Inc. Omnibus Equity and Incentive Plan, which is
incorporated herein by reference to Exhibit 4.3 to the Companys
Registration Statement on Form S-8 (File No. 333-120067), as filed with
the Commission on October 29, 2004.
Purchase Agreement dated as of September 27, 2004 among the Company, Goldman, Sachs & Co. and each of the Initial Purchasers named in Schedule A to the Purchase Agreement, which is
incorporated herein by reference to Exhibit 10.1 to the Companys Current Report on Form 8-K, as filed with the Commission on September 30, 2004 (File No. 001-14187).
Form of Performance-Earned Restricted Stock (PERS) and Escrow Agreement. (x)
Computation of Net Income per share of Common Stock. (x)
Financial Information contained in 2005 Annual Report to Stockholders. (x)
Subsidiaries of the Company. (x)
Consent of Independent Registered Public Accounting Firm. (x)
Rule 13a-14(a) Certification of the Companys Chief Financial Officer. (x)
Rule 13a-14(a) Certification of the Companys Chief Executive Officer. (x)
Section 1350 Certification of the Companys Chief Financial Officer. (x)
Section 1350 Certification of the Companys Chief Executive Officer. (x)
(x)
Filed herewith.
*
Management contract or compensatory plan or arrangement.
Table of Contents
on Financial Statement Schedule
Stockholders
RPM
International Inc. and Subsidiaries
Medina, Ohio
Table of Contents
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(In thousands)
Schedule II
Additions
Charged to
Balance at
Additions
Selling,
Acquisitions
Insurance
Balance at
Beginning
Charged to
General and
(Disposals)
Carrier
End
of Period
Cost of Sales
Administrative
of Businesses
Funding
Deductions
of Period
$
18,147
$
$
5,457
$
$
$
5,039
(1)
$
18,565
$
47,402
$
$
17,371
$
$
12,850
$
20,209
(2)
$
57,414
$
9,297
$
$
5,774
$
$
$
7,033
(2)
$
8,038
$
47,500
$
$
74,935
$
$
$
67,435
(2)
$
55,000
$
5,579
$
$
( 233
)
$
$
3,400
$
702
(2)
$
8,044
$
43,107
$
$
3,065
$
$
$
(2)
$
46,172
$
17,297
$
$
7,613
$
75
$
$
6,838
(1)
$
18,147
$
53,207
$
$
18,921
$
$
$
24,726
(2)
$
47,402
$
11,023
$
$
3,241
$
$
$
4,967
(2)
$
9,297
53,976
(2)
$
41,583
$
$
$
$
$
(59,893
)(3)
$
47,500
$
7,781
$
$
(1,816
)
$
$
$
386
(2)
$
5,579
$
103,000
$
$
$
$
$
59,893
(3)
$
43,107
Table of Contents
Additions
Charged to
Balance at
Additions
Selling,
Acquisitions
Insurance
Balance at
Beginning
Charged to
General and
(Disposals)
Carrier
End
of Period
Cost of Sales
Administrative
of Businesses
Funding
Deductions
of Period
$
15,884
$
$
5,609
$
212
$
$
4,408
(1)
$
17,297
$
36,670
$
$
10,304
$
$
36,450
$
30,217
(2)
$
53,207
$
11,867
$
$
4,967
$
335
$
$
6,146
(2)
$
11,023
$
3,377
$
$
43,650
$
$
$
5,444
(2)
$
41,583
$
9,655
$
$
(609
)
$
603
$
$
1,868
(2)
$
7,781
$
$
$
103,000
$
$
$
$
103,000
(1)
Uncollectible accounts written off, net of recoveries
(2)
Primarily claims paid during the year, net of insurance contributions
(3)
Transfers between current and noncurrent
2
3
DAP PRODUCTS INC., | ||||
THE TESTOR CORPORATION, | ||||
ZINSSER CO., INC., | ||||
TREMCO INCORPORATED, | ||||
RUST-OLEUM CORPORATION, | ||||
THE EUCLID CHEMICAL COMPANY AND | ||||
REPUBLIC POWDERED METALS, INC. | ||||
|
||||
By:
|
/s/P. Kelly Tompkins | |||
|
||||
Name:
|
P. Kelly Tompkins | |||
Title:
|
Secretary | |||
|
||||
WEATHERPROOFING TECHNOLOGIES, INC. | ||||
|
||||
By:
|
/s/Michael J. Drumm | |||
|
||||
Name:
|
Michael J. Drumm | |||
Title:
|
Treasurer | |||
|
||||
TREMCO BARRIER SOLUTIONS, INC. | ||||
|
||||
By:
|
/s/P. Kelly Tompkins | |||
|
||||
Name:
|
P. Kelly Tompkins | |||
Title:
|
Secretary | |||
|
||||
RPM FUNDING CORPORATION | ||||
|
||||
By:
|
/s/P. Kelly Tompkins | |||
|
||||
Name:
|
P. Kelly Tompkins | |||
Title:
|
Vice President & Secretary |
4
By:
|
/s/Sherri Gerner | |||
|
||||
Name:
|
||||
Title:
|
5
1
2
3
4
RPM FUNDING CORPORATION | ||||
|
||||
By:
|
/s/ Keith R. Smiley | |||
|
||||
Name:
|
Keith R. Smiley | |||
Title:
|
Vice President and Treasurer |
5
RPM INTERNATIONAL INC. | ||||
|
||||
By:
|
/s/ P. Kelly Tompkins | |||
|
||||
Name:
|
P. Kelly Tompkins | |||
Title:
|
Secretary |
6
JUPITER SECURITIZATION CORPORATION | ||||
|
||||
By:
|
/s/ Maureen Marcon | |||
|
||||
Name:
|
Maureen Marcon | |||
Title:
|
Authorized Signer |
JPMORGAN CHASE BANK, N.A., individually , as Jupiter Agent And as retiring Administrative Agent | ||||
|
||||
By:
|
/s/ Maureen Marcon | |||
|
||||
Name:
|
Maureen Marcon | |||
Title:
|
Vice President |
7
BLUE RIDGE ASSET FUNDING CORPORATION | ||||
|
||||
By: Wachovia Capital Markets, LLC, attorney-in fact | ||||
|
||||
By:
|
/s/ Douglas R. Wilson, Sr. | |||
|
||||
Name:
|
Douglas R. Wilson, Sr. | |||
Title:
|
Vice President |
8
WACHOVIA BANK, NATIONAL ASSOCIATION, Individually, as Blue Ridge Agent and as successor Administrative Agent | ||||
|
||||
By:
|
/s/ Gary G. Fleming, Jr. | |||
|
||||
Name:
|
Gary G. Fleming, Jr. | |||
Title:
|
Director |
9
2
3
a. | Effect of Corporate Reorganization or Other Changes Affecting Number or Kind of Restricted Stock . The provisions of this Agreement will be applicable to the Restricted Stock and to any Restricted Stock or other securities which may be acquired by the Grantee as a result of a liquidation, recapitalization, reorganization, redesignation or reclassification, split-up, reverse split, merger, consolidation, stock dividend, combination or exchange of Restricted Stock, exchange for |
4
other securities, a sale of all or substantially all assets or the like. The Committee may appropriately adjust the number and kind of shares of Restricted Stock under this Agreement to reflect such a change. As used in this Agreement, the term Restricted Stock will be deemed to include any such Restricted Stock or other securities. | |||
b. | Successors and Legal Representatives . This Agreement will bind and inure to the benefit of the Company and the Grantee, and their respective successors, assigns and legal representatives. | ||
c. | Integration . This Agreement, together with the Plan, constitutes the entire agreement between the Grantee and the Company with respect to the subject matter hereof, and may not be modified, amended, renewed or terminated, nor may any term, condition or breach of any term or condition be waived, except pursuant to the terms of the Plan or by a writing signed by the person or persons sought to be bound by such modification, amendment, renewal, termination or waiver. Any waiver of any term, condition or breach thereof will not be a waiver of any other term or condition or of the same term or condition for the future, or of any subsequent breach. | ||
d. | Stockholder Approval . All benefits hereunder will be canceled and all terms of this Agreement will be null and void ab initio if the Plan is not approved by the Companys stockholders, as provided in the Plan. | ||
e. | Notice . Any notice relating to this grant must be in writing. | ||
f. | No Employment Right Created . Nothing in this Agreement will be construed to confer upon the Grantee the right to continue in the employment or service of the Company, its Subsidiaries or Allied Enterprises, or to be employed or serve in any particular position therewith, or affect any right which the Company, its Subsidiaries or an Allied Enterprise may have to terminate the Grantees employment or service with or without cause. | ||
g. | Separability . In the event of the invalidity of any part or provision of this Agreement, such invalidity will not affect the enforceability of any other part or provision of this Agreement. | ||
h. | Section Headings . The section headings of this Agreement are for convenience and reference only and are not intended to define, extend or limit the contents of the sections. | ||
i. | Amendment, Waiver and Revocation of Terms . The Compensation Committee may waive any term or condition in this Agreement that could have been excluded on the date of grant. No such waiver will be deemed |
5
to be a waiver of similar terms under other agreements. The Compensation Committee may amend this Agreement to include or exclude any provision which could have been included in, or excluded from, this Agreement on the date of grant, but only with the Grantees written consent. Similarly, the Compensation Committee may revoke this Agreement at any time except that, after execution of the Agreement and its delivery to the Designated Representative, revocation may only be accomplished with the Grantees written consent. | |||
j. | Plan Administration . The Plan is administered by the Compensation Committee, which has sole and exclusive power and discretion to interpret, administer, implement and construe the Plan and this Agreement. All elections, notices and correspondence relating to the Plan should be directed to the Designated Representative at: |
k. | Governing Law . Except as may otherwise be provided in the Plan, this Agreement will be governed by, construed and enforced in accordance with the internal laws of the State of Delaware, without giving effect to its principles of conflict of laws. |
Grantee | RPM INTERNATIONAL INC. | |||
|
||||
|
||||
|
By | |||
|
||||
«NAME»
|
Frank C. Sullivan | |||
|
Its | Chief Executive Officer and President |
6
Year Ended May 31 | ||||||||||||
2005 | 2004 | 2003 | ||||||||||
Net Income
|
||||||||||||
Net income applicable to common shares
for basic earnings per share
|
$ | 105,032 | $ | 141,886 | $ | 35,327 | ||||||
|
||||||||||||
Add income effect of contingently
issuable shares, net of tax (1)
|
3,099 | 3,142 | 158 | |||||||||
|
||||||||||||
|
||||||||||||
Net income applicable to common shares
for diluted earnings per share
|
$ | 108,131 | $ | 145,028 | $ | 35,485 | ||||||
|
||||||||||||
|
||||||||||||
Shares Outstanding
|
||||||||||||
Weighted average shares for basic
earnings per share
|
116,899 | 115,777 | 115,294 | |||||||||
|
||||||||||||
Net issuable common share equivalents
|
1,431 | 933 | 692 | |||||||||
|
||||||||||||
Additional shares issuable assuming
conversion of convertible securities (1)
|
8,034 | 8,034 | 419 | |||||||||
|
||||||||||||
|
||||||||||||
Total shares for diluted earnings
per share
|
126,364 | 124,744 | 116,405 | |||||||||
|
||||||||||||
|
||||||||||||
Basic Earnings Per Common Share
|
$ | .90 | $ | 1.23 | $ | .31 | ||||||
|
||||||||||||
|
||||||||||||
Diluted Earnings Per Common Share
|
$ | .86 | $ | 1.16 | $ | .30 | ||||||
|
(1) | Represents effect of October 2004 EITF issue 04-8, accounting for treatment of contingently convertible securities. |
16
Year Ended May 31 | 2005 | 2004 | 2003 | |||||||||
Net Sales
|
||||||||||||
Industrial
|
$ | 1,441,548 | $ | 1,272,781 | $ | 1,117,877 | ||||||
Consumer
|
1,114,187 | 1,034,772 | 935,605 | |||||||||
Corporate/Other
|
||||||||||||
Consolidated
|
$ | 2,555,735 | $ | 2,307,553 | $ | 2,053,482 | ||||||
Income Before Income Taxes
(a)
|
||||||||||||
Industrial Segment
|
||||||||||||
Income Before Income Taxes
(a)
|
$ | 168,578 | $ | 140,706 | $ | 122,568 | ||||||
Interest (Expense), Net
|
532 | 192 | 253 | |||||||||
Earnings Before Interest and Taxes (EBIT)
(b)
|
$ | 168,046 | $ | 140,514 | $ | 122,315 | ||||||
Consumer Segment
|
||||||||||||
Income Before Income Taxes
(a)
|
$ | 147,601 | $ | 142,852 | $ | 131,100 | ||||||
Interest (Expense), Net
|
415 | 104 | (284 | ) | ||||||||
Earnings Before Interest and Taxes (EBIT)
(b)
|
$ | 147,186 | $ | 142,748 | $ | 131,384 | ||||||
Corporate/Other
|
||||||||||||
(Loss) Before Income Taxes
(a)
|
$ | (152,451 | ) (c) | $ | (65,942 | ) | $ | (205,815 | ) (c) | |||
Interest (Expense), Net
|
(36,325 | ) | (29,241 | ) | (26,681 | ) | ||||||
(Loss) Before Interest and Taxes (EBIT)
(b)
|
$ | (116,126 | ) | $ | (36,701 | ) | $ | (179,134 | ) | |||
Consolidated
|
||||||||||||
Income Before Income Taxes
(a)
|
$ | 163,728 | $ | 217,616 | $ | 47,853 | ||||||
Interest (Expense), Net
|
(35,378 | ) | (28,945 | ) | (26,712 | ) | ||||||
Earnings Before Interest and Taxes (EBIT)
(b)
|
$ | 199,106 | $ | 246,561 | $ | 74,565 | ||||||
(a) | The presentation includes a reconciliation of Income Before Income Taxes, a measure defined by Generally Accepted Accounting Principles (GAAP) in the United States, to EBIT. | |
(b) | EBIT is defined as earnings 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. 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, 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. | |
(c) | The asbestos charge, reflected in Corporate/Other, relates primarily to our Bondex International, Inc. subsidiary. |
17
| significant under-performance relative to historical or projected future operating results; | |
| significant changes in the manner of our use of the acquired assets; | |
| significant changes in the strategy for our overall business; and | |
| significant negative industry or economic trends. |
18
19
20
21
22
23
24
25
26
27
Payments Due In | ||||||||||||||||||||
Total Contractual | ||||||||||||||||||||
(In thousands) | Payment Stream | 2006 | 2007-08 | 2009-10 | After 2010 | |||||||||||||||
Long-term debt obligations
|
$ | 838,045 | $ | 97 | $ | 260,217 | $ | 377,697 | $ | 200,034 | ||||||||||
Operating lease obligations
|
79,560 | 23,765 | 32,482 | 12,429 | 10,884 | |||||||||||||||
Other long-term liabilities
(1)
|
144,000 | 13,200 | 22,700 | 30,900 | 77,200 | |||||||||||||||
Total
|
$ | 1,061,605 | $ | 37,062 | $ | 315,399 | $ | 421,026 | $ | 288,118 | ||||||||||
(1) | These amounts represent our estimated cash contributions to be made in the periods indicated for our pension and postretirement plans in the U.S. and Canada, assuming no actuarial gains or losses, assumption change or plan changes occur in any period. Projections for our other non-U.S. plans are not currently determinable. |
28
29
May 31 | 2005 | 2004 | ||||||
Assets
|
||||||||
Current Assets
|
||||||||
Cash and short-term investments (Note A)
|
$ | 184,140 | $ | 34,559 | ||||
Trade accounts receivable (less allowances of $18,565 in 2005
and $18,147 in 2004)
|
553,084 | 488,139 | ||||||
Inventories (Note A)
|
334,404 | 289,359 | ||||||
Deferred income taxes (Notes A and C)
|
40,876 | 40,919 | ||||||
Prepaid expenses and other current assets (Note A)
|
158,991 | 138,613 | ||||||
Total current assets
|
1,271,495 | 991,589 | ||||||
Property, Plant and Equipment, at Cost
(Note A)
|
||||||||
Land
|
24,510 | 24,687 | ||||||
Buildings and leasehold improvements
|
236,576 | 231,140 | ||||||
Machinery and equipment
|
514,478 | 511,245 | ||||||
|
775,564 | 767,072 | ||||||
Less allowance for depreciation and amortization
|
385,586 | 386,017 | ||||||
Property, plant and equipment, net
|
389,978 | 381,055 | ||||||
Other Assets
|
||||||||
Goodwill (Note A)
|
663,224 | 648,243 | ||||||
Other intangible assets, net of amortization (Note A)
|
275,744 | 282,372 | ||||||
Other
|
55,804 | 46,832 | ||||||
Total other assets
|
994,772 | 977,447 | ||||||
Total Assets
|
$ | 2,656,245 | $ | 2,350,091 | ||||
Liabilities and Stockholders Equity
|
||||||||
Current Liabilities
|
||||||||
Accounts payable
|
$ | 274,573 | $ | 205,092 | ||||
Current portion of long-term debt (Note B)
|
97 | 991 | ||||||
Accrued compensation and benefits
|
95,667 | 88,670 | ||||||
Accrued loss reserves (Note H)
|
65,452 | 56,699 | ||||||
Asbestos-related liabilities (Note H)
|
55,000 | 47,500 | ||||||
Other accrued liabilities
|
84,550 | 75,513 | ||||||
Total current liabilities
|
575,339 | 474,465 | ||||||
Long-Term Liabilities
|
||||||||
Long-term debt, less current maturities (Note B)
|
837,948 | 718,929 | ||||||
Asbestos-related liabilities (Note H)
|
46,172 | 43,107 | ||||||
Other long-term liabilities
|
71,363 | 59,910 | ||||||
Deferred income taxes (Notes A and C)
|
78,914 | 78,388 | ||||||
Total long-term liabilities
|
1,034,397 | 900,334 | ||||||
Total liabilities
|
1,609,736 | 1,374,799 | ||||||
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 and outstanding 117,554 as of May 2005;
issued and outstanding 116,122 as of May 2004 (Note D)
|
1,176 | 1,161 | ||||||
Paid-in capital
|
535,204 | 513,986 | ||||||
Treasury stock, at cost
|
||||||||
Accumulated other comprehensive income (loss) (Note A)
|
10,004 | (3,881 | ) | |||||
Retained earnings
|
500,125 | 464,026 | ||||||
Total stockholders equity
|
1,046,509 | 975,292 | ||||||
Total Liabilities and Stockholders Equity
|
$ | 2,656,245 | $ | 2,350,091 | ||||
30
Year Ended May 31 | 2005 | 2004 | 2003 | |||||||||
Net Sales
(Note A)
|
$ | 2,555,735 | $ | 2,307,553 | $ | 2,053,482 | ||||||
Cost of Sales
|
1,449,184 | 1,276,372 | 1,134,207 | |||||||||
Gross Profit
|
1,106,551 | 1,031,181 | 919,275 | |||||||||
Selling, General and Administrative Expenses
|
829,445 | 784,620 | 704,710 | |||||||||
Asbestos Charges (Note H)
|
78,000 | 140,000 | ||||||||||
Interest Expense, Net (Note A)
|
35,378 | 28,945 | 26,712 | |||||||||
Income Before Income Taxes
|
163,728 | 217,616 | 47,853 | |||||||||
Provision for Income Taxes (Note C)
|
58,696 | 75,730 | 12,526 | |||||||||
Net Income
|
$ | 105,032 | $ | 141,886 | $ | 35,327 | ||||||
Average Number of Shares of Common Stock Outstanding (Note D)
|
||||||||||||
Basic
|
116,899 | 115,777 | 115,294 | |||||||||
Diluted
|
126,364 | 124,744 | 116,405 | |||||||||
Earnings per Common Share
|
||||||||||||
Basic
|
$ | 0.90 | $ | 1.23 | $ | 0.31 | ||||||
Diluted
|
$ | 0.86 | $ | 1.16 | $ | 0.30 | ||||||
Cash Dividends per Share of Common Stock
|
$ | 0.590 | $ | 0.550 | $ | 0.515 | ||||||
31
Accumulated | ||||||||||||||||||||||||||||
Common Stock | Other | |||||||||||||||||||||||||||
Number | Par/ | Comprehensive | ||||||||||||||||||||||||||
of Shares | Stated | Paid-in | Treasury | Income (Loss) | Retained | |||||||||||||||||||||||
(Note D) | Value | Capital | Stock | (Note A) | Earnings | Total | ||||||||||||||||||||||
Balance at May 31, 2002
|
114,696 | $ | 1,786 | $ | 585,566 | $ | (88,364 | ) | $ | (50,485 | ) | $ | 409,603 | $ | 858,106 | |||||||||||||
|
||||||||||||||||||||||||||||
Comprehensive income
|
||||||||||||||||||||||||||||
Net income
|
35,327 | 35,327 | ||||||||||||||||||||||||||
Translation gain and other
|
33,316 | 33,316 | ||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Comprehensive income
|
68,643 | |||||||||||||||||||||||||||
Dividends paid
|
(59,139 | ) | (59,139 | ) | ||||||||||||||||||||||||
Treasury stock retired
|
(113 | ) | (85,723 | ) | 85,836 | |||||||||||||||||||||||
Repurchase of stock
|
(100 | ) | (1,167 | ) | (1,167 | ) | ||||||||||||||||||||||
Stock option exercises, net
|
300 | 2 | 2,015 | 1,269 | 3,286 | |||||||||||||||||||||||
Restricted stock awards
|
600 | 5 | 6,111 | 1,259 | 7,375 | |||||||||||||||||||||||
Par value adjustment and other
|
(524 | ) | 428 | (96 | ) | |||||||||||||||||||||||
Balance at May 31, 2003
|
115,496 | 1,156 | 508,397 | (1,167 | ) | (17,169 | ) | 385,791 | 877,008 | |||||||||||||||||||
|
||||||||||||||||||||||||||||
Comprehensive income
|
||||||||||||||||||||||||||||
Net income
|
141,886 | 141,886 | ||||||||||||||||||||||||||
Translation gain and other
|
13,288 | 13,288 | ||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Comprehensive income
|
155,174 | |||||||||||||||||||||||||||
Dividends paid
|
(63,651 | ) | (63,651 | ) | ||||||||||||||||||||||||
Stock option exercises, net
|
555 | 5 | 5,453 | 338 | 5,796 | |||||||||||||||||||||||
Restricted stock awards
|
71 | 136 | 829 | 965 | ||||||||||||||||||||||||
Balance at May 31, 2004
|
116,122 | 1,161 | 513,986 | -0- | (3,881 | ) | 464,026 | 975,292 | ||||||||||||||||||||
|
||||||||||||||||||||||||||||
Comprehensive income
|
||||||||||||||||||||||||||||
Net income
|
105,032 | 105,032 | ||||||||||||||||||||||||||
Translation gain and other
|
13,885 | 13,885 | ||||||||||||||||||||||||||
|
||||||||||||||||||||||||||||
Comprehensive income
|
118,917 | |||||||||||||||||||||||||||
Dividends paid
|
(68,933 | ) | (68,933 | ) | ||||||||||||||||||||||||
Stock option exercises, net
|
1,109 | 11 | 12,532 | 12,543 | ||||||||||||||||||||||||
Grants of stock options
|
2,850 | 2,850 | ||||||||||||||||||||||||||
Restricted stock awards, net
|
323 | 4 | 5,836 | 5,840 | ||||||||||||||||||||||||
Balance at May 31, 2005
|
117,554 | $ | 1,176 | $ | 535,204 | $ | -0- | $ | 10,004 | $ | 500,125 | $ | 1,046,509 | |||||||||||||||
32
Year Ended May 31 | 2005 | 2004 | 2003 | |||||||||
Cash Flows From Operating Activities:
|
||||||||||||
Net income
|
$ | 105,032 | $ | 141,886 | $ | 35,327 | ||||||
Adjustments to reconcile net income to net cash
provided by operating activities:
|
||||||||||||
Depreciation
|
49,841 | 47,840 | 44,736 | |||||||||
Amortization
|
16,151 | 15,437 | 13,938 | |||||||||
Increase (decrease) in deferred income taxes
|
305 | 31,815 | (46,733 | ) | ||||||||
(Earnings) of unconsolidated affiliates
|
(354 | ) | (314 | ) | (396 | ) | ||||||
Changes in assets and liabilities, net of effect
from purchases and sales of businesses:
|
||||||||||||
(Increase) decrease in receivables
|
(63,611 | ) | (41,516 | ) | (37,259 | ) | ||||||
(Increase) decrease in inventory
|
(44,429 | ) | (31,949 | ) | 997 | |||||||
(Increase) decrease in prepaid expenses and other
current and long-term assets
|
(24,101 | ) | 258 | (34,131 | ) | |||||||
Increase (decrease) in accounts payable
|
69,037 | 30,607 | 9,934 | |||||||||
Increase (decrease) in accrued compensation and benefits
|
6,621 | 9,124 | (3,831 | ) | ||||||||
Increase (decrease) in accrued loss reserves
|
8,753 | (7,531 | ) | 15,358 | ||||||||
Increase (decrease) in other accrued liabilities
|
7,733 | 7,487 | (761 | ) | ||||||||
Increase (decrease) in asbestos-related liabilities
|
10,565 | (53,976 | ) | 141,206 | ||||||||
Other including exchange rate changes
|
15,809 | 4,867 | 17,891 | |||||||||
Cash From Operating Activities
|
157,352 | 154,035 | 156,276 | |||||||||
Cash Flows From Investing Activities:
|
||||||||||||
Capital expenditures
|
(55,609 | ) | (51,253 | ) | (41,814 | ) | ||||||
Acquisition of new businesses, net of cash acquired
|
(20,100 | ) | (37,703 | ) | (65,994 | ) | ||||||
Purchase of marketable securities
|
(44,309 | ) | (36,955 | ) | (15,145 | ) | ||||||
Proceeds from sales of marketable securities
|
39,154 | 21,410 | 11,376 | |||||||||
(Investments in) and distributions from unconsolidated affiliates
|
136 | (425 | ) | 974 | ||||||||
Proceeds from the sales of assets and businesses
|
5,426 | 3,664 | 202 | |||||||||
Other
|
(666 | ) | (1,284 | ) | 597 | |||||||
Cash (Used For) Investing Activities
|
(75,968 | ) | (102,546 | ) | (109,804 | ) | ||||||
Cash Flows From Financing Activities:
|
||||||||||||
Additions to long-term and short-term debt
|
200,153 | 200,345 | 305,200 | |||||||||
Reductions of long-term and short-term debt
|
(79,665 | ) | (206,623 | ) | (294,099 | ) | ||||||
Cash dividends
|
(68,933 | ) | (63,651 | ) | (59,139 | ) | ||||||
Exercise of stock options
|
12,543 | 5,796 | 3,286 | |||||||||
Repurchase of stock
|
(1,167 | ) | ||||||||||
Cash From (Used For) Financing Activities
|
64,098 | (64,133 | ) | (45,919 | ) | |||||||
Effect of Exchange Rate Changes on Cash and
Short-Term Investments
|
4,099 | 234 | 4,244 | |||||||||
Net Change in Cash and Short-Term Investments
|
149,581 | (12,410 | ) | 4,797 | ||||||||
Cash and Short-Term Investments at Beginning of Year
|
34,559 | 46,969 | 42,172 | |||||||||
Cash and Short-Term Investments at End of Year
|
$ | 184,140 | $ | 34,559 | $ | 46,969 | ||||||
Supplemental Disclosures of Cash Flows Information:
|
||||||||||||
Cash paid during the year for:
|
||||||||||||
Interest
|
$ | 39,279 | $ | 25,572 | $ | 28,678 | ||||||
Income taxes
|
$ | 48,535 | $ | 59,252 | $ | 59,234 | ||||||
Supplemental Schedule of Non-Cash Investing
and Financing Activities:
|
||||||||||||
Shares issued for restricted stock plan
|
$ | 5,840 | $ | 965 | $ | 7,375 | ||||||
Grants of stock options
|
$ | 2,850 | ||||||||||
Debt from business combinations
|
$ | 1,230 | ||||||||||
Receivables from the sale of assets
|
$ | 1,233 |
33
(In thousands) | ||||
Current assets
|
$ | 2,920 | ||
Property, plant and equipment
|
2,283 | |||
Goodwill
|
10,386 | |||
Other intangible assets
|
6,285 | |||
Liabilities assumed
|
(1,774 | ) | ||
Net Assets Acquired
|
$ | 20,100 | ||
34
Foreign | Minimum | Unrealized | ||||||||||||||
Currency | Pension | Gain (Loss) | ||||||||||||||
Translation | Liability | on | ||||||||||||||
(In thousands) | Adjustments | Adjustments | Securities | Total | ||||||||||||
Balance at May 31, 2002
|
$ | (49,681 | ) | $ | (253 | ) | $ | (551 | ) | $ | (50,485 | ) | ||||
Reclassification adjustments for (gains)
losses included in net income
|
(149 | ) | (149 | ) | ||||||||||||
Other comprehensive gain (loss)
|
39,872 | (8,695 | ) | (1,242 | ) | 29,935 | ||||||||||
Deferred taxes
|
2,757 | 773 | 3,530 | |||||||||||||
Balance at May 31, 2003
|
(9,809 | ) | (6,191 | ) | (1,169 | ) | (17,169 | ) | ||||||||
Reclassification adjustments for (gains)
losses included in net income
|
97 | 97 | ||||||||||||||
Other comprehensive gain (loss)
|
9,686 | 1,603 | 2,645 | 13,934 | ||||||||||||
Deferred taxes
|
(467 | ) | (276 | ) | (743 | ) | ||||||||||
Balance at May 31, 2004
|
(123 | ) | (5,055 | ) | 1,297 | (3,881 | ) | |||||||||
Reclassification adjustments for (gains)
losses included in net income
|
(73 | ) | (73 | ) | ||||||||||||
Other comprehensive gain (loss)
|
15,008 | (2,379 | ) | 1,082 | 13,711 | |||||||||||
Deferred taxes
|
529 | (282 | ) | 247 | ||||||||||||
Balance at May 31, 2005
|
$ | 14,885 | $ | (6,905 | ) | $ | 2,024 | $ | 10,004 | |||||||
35
May 31 | 2005 | 2004 | ||||||
(In thousands)
|
||||||||
Raw material and supplies
|
$ | 105,060 | $ | 95,378 | ||||
Finished goods
|
229,344 | 193,981 | ||||||
Total Inventory
|
$ | 334,404 | $ | 289,359 | ||||
Industrial | Consumer | |||||||||||
(In thousands) | Segment | Segment | Total | |||||||||
Balance as of
May 31, 2004
|
$ | 303,743 | $ | 344,500 | $ | 648,243 | ||||||
Acquisitions
|
8,657 | 1,729 | 10,386 | |||||||||
Purchase accounting
adjustments*
|
590 | 590 | ||||||||||
Divestitures
|
(2,114 | ) | (2,114 | ) | ||||||||
Translation adjustments
|
5,550 | 569 | 6,119 | |||||||||
Balance as of
May 31, 2005
|
$ | 316,426 | $ | 346,798 | $ | 663,224 | ||||||
36
Gross | Net Other | |||||||||||||||
Amortization | Carrying | Accumulated | Intangible | |||||||||||||
(In thousands) | Period (in Years) | Amount | Amortization | Assets | ||||||||||||
As of May 31, 2005
|
||||||||||||||||
Amortized intangible assets
|
||||||||||||||||
Formulae
|
10 to 33 | $ | 176,884 | $ | 65,628 | $ | 111,256 | |||||||||
Customer-related intangibles
|
7 to 33 | 69,152 | 19,346 | 49,806 | ||||||||||||
Trademarks/names
|
5 to 40 | 9,812 | 3,270 | 6,542 | ||||||||||||
Other
|
3 to 30 | 24,335 | 12,009 | 12,326 | ||||||||||||
Total Amortized Intangibles
|
280,183 | 100,253 | 179,930 | |||||||||||||
Unamortized intangible assets
|
||||||||||||||||
Trade names
|
95,814 | 95,814 | ||||||||||||||
Total Other Intangible Assets
|
$ | 375,997 | $ | 100,253 | $ | 275,744 | ||||||||||
|
||||||||||||||||
As of May 31, 2004
|
||||||||||||||||
Amortized intangible assets
|
||||||||||||||||
Formulae
|
10 to 33 | $ | 175,694 | $ | 57,749 | $ | 117,945 | |||||||||
Customer-related intangibles
|
7 to 33 | 67,202 | 16,119 | 51,083 | ||||||||||||
Trademarks/names
|
5 to 40 | 6,637 | 2,887 | 3,750 | ||||||||||||
Other
|
3 to 30 | 24,994 | 11,464 | 13,530 | ||||||||||||
Total Amortized Intangibles
|
274,527 | 88,219 | 186,308 | |||||||||||||
Unamortized intangible assets
|
||||||||||||||||
Trade names
|
96,064 | 96,064 | ||||||||||||||
Total Other Intangible Assets
|
$ | 370,591 | $ | 88,219 | $ | 282,372 | ||||||||||
Land improvements
|
5 to 42 years | |||
Buildings and improvements
|
5 to 50 years | |||
Machinery and equipment
|
2 to 20 years |
37
Year Ended May 31 | 2004 | 2003 | ||||||||||||||
(In thousands, except per share amounts) | Basic | Diluted | Basic | Diluted | ||||||||||||
Net income, as reported
|
$ | 141,886 | $ | 141,886 | $ | 35,327 | $ | 35,327 | ||||||||
Add: Income effect of contingently convertible shares
1
|
3,142 | 158 | ||||||||||||||
Adjusted net income, as reported
|
141,886 | 145,028 | 35,327 | 35,485 | ||||||||||||
Add: Stock-based employee compensation expense
from restricted stock plans included in reported
net income, net of related tax effects
|
825 | 825 | 1,339 | 1,339 | ||||||||||||
Deduct: Total stock-based employee compensation
determined under fair value-based method for all
awards, net of related tax effects
|
(3,969 | ) | (3,969 | ) | (4,517 | ) | (4,517 | ) | ||||||||
Pro Forma Net Income
|
$ | 138,742 | $ | 141,884 | $ | 32,149 | $ | 32,307 | ||||||||
Earnings per Share:
|
||||||||||||||||
As Reported
|
$ | 1.23 | $ | 1.16 | $ | 0.31 | $ | 0.30 | ||||||||
Pro Forma
|
$ | 1.20 | $ | 1.14 | $ | 0.28 | $ | 0.28 | ||||||||
1 | Refer to Note D, Common Stock, for additional information regarding the accounting treatment of contingently convertible securities. |
2005 | 2004 | 2003 | ||||||||||
Risk-free interest rate
|
3.7 | % | 3.7 | % | 3.3 | % | ||||||
Expected life of option
|
6.4 yrs | 7.0 yrs | 7.0 yrs | |||||||||
Expected dividend yield
|
3.4 | % | 3.5 | % | 3.5 | % | ||||||
Expected volatility rate
|
31.0 | % | 35.9 | % | 37.3 | % |
38
39
May 31 | 2005 | 2004 | ||||||
(In thousands) | ||||||||
Unsecured 4.45% senior notes due October 15, 2009.
1
|
$ | 197,637 | ||||||
|
||||||||
Unsecured 6.25% senior notes due December 15, 2013.
|
200,000 | $ | 200,000 | |||||
|
||||||||
Unsecured $297,000,000 face value at maturity 2.75% senior convertible
notes due May 13, 2033.
|
150,042 | 150,042 | ||||||
|
||||||||
Unsecured 7.00% senior notes due June 15, 2005.
2
|
150,000 | 150,000 | ||||||
|
||||||||
Unsecured notes due March 1, 2008. Interest, which is tied to LIBOR, averaged
2.91% at May 31, 2005.
|
100,000 | 100,000 | ||||||
|
||||||||
Commercial paper with a weighted average interest rate at May 31, 2004 of 1.59%.
|
60,651 | |||||||
|
||||||||
Unsecured senior notes due insurance companies: 6.61% due November 15, 2006 in the
amount of $10,000,000 and 7.30% due November 15, 2008 in the amount of $30,000,000.
|
40,000 | 55,000 | ||||||
|
||||||||
Revolving 364-day credit agreement for $28,000,000 with a bank through October 12, 2004.
Interest was 1.56% at May 31, 2004.
|
2,955 | |||||||
|
||||||||
Other unsecured notes payable at various rates of interest due in installments through 2011.
|
366 | 1,272 | ||||||
|
838,045 | 719,920 | ||||||
Less current portion
|
97 | 991 | ||||||
Total Long-Term Debt, Less Current Maturities
|
$ | 837,948 | $ | 718,929 | ||||
1 | We entered into an interest rate swap which has the effect of converting this fixed rate note to variable rates based on the six-month London Interbank Offered Rate (LIBOR). The weighted average effective rate was 4.03%. | |
2 | These obligations which were refinanced in June 2005 have been classified as long-term debt. |
40
Year Ended May 31 | 2005 | 2004 | 2003 | |||||||||
(In thousands)
|
||||||||||||
United States
|
$ | 115,192 | $ | 182,032 | $ | 19,025 | ||||||
Foreign
|
48,536 | 35,584 | 28,828 | |||||||||
Income Before Income Taxes
|
$ | 163,728 | $ | 217,616 | $ | 47,853 | ||||||
|
||||||||||||
Provision for income taxes consists of the following:
|
||||||||||||
|
||||||||||||
Current
|
||||||||||||
U.S. federal
|
$ | 31,313 | $ | 30,579 | $ | 36,841 | ||||||
State and local
|
8,098 | 7,138 | 8,747 | |||||||||
Foreign
|
19,160 | 14,260 | 13,671 | |||||||||
|
58,571 | 51,977 | 59,259 | |||||||||
Deferred
|
||||||||||||
U.S. federal
|
(2,544 | ) | 21,077 | (39,616 | ) | |||||||
State and local
|
(218 | ) | 3,011 | (5,659 | ) | |||||||
Foreign
|
2,887 | (335 | ) | (1,458 | ) | |||||||
|
125 | 23,753 | (46,733 | ) | ||||||||
Provision for Income Taxes
|
$ | 58,696 | $ | 75,730 | $ | 12,526 | ||||||
41
(In thousands) | 2005 | 2004 | ||||||
Deferred income tax assets
related to:
|
||||||||
Inventories
|
$ | 2,983 | $ | 1,692 | ||||
Allowance for losses
|
7,077 | 14,538 | ||||||
Accrued compensation
and benefits
|
7,892 | 8,402 | ||||||
Asbestos related liabilities
|
36,964 | 33,978 | ||||||
Accrued other expenses
|
6,768 | 7,753 | ||||||
Other long-term liabilities
|
25,780 | 18,550 | ||||||
Net operating loss and credit
carryforwards
|
33,131 | 23,261 | ||||||
Other
|
2,972 | 1,802 | ||||||
Total deferred income tax assets
|
123,567 | 109,976 | ||||||
Less: valuation allowance
|
(13,946 | ) | (9,734 | ) | ||||
Net deferred income tax assets
|
109,621 | 100,242 | ||||||
|
||||||||
Deferred income tax (liabilities)
related to:
|
||||||||
Depreciation
|
(52,846 | ) | (40,660 | ) | ||||
Prepaid pension
|
(10,188 | ) | (10,245 | ) | ||||
Amortization of intangibles
|
(84,625 | ) | (86,806 | ) | ||||
Total deferred income tax
(liabilities)
|
(147,659 | ) | (137,711 | ) | ||||
Deferred Income Tax Assets
(Liabilities), Net
|
$ | (38,038 | ) | $ | (37,469 | ) | ||
Year Ended May 31 | 2005 | 2004 | 2003 | |||||||||
(In thousands)
|
||||||||||||
Income tax expense at the U.S. statutory federal income tax rate
|
$ | 57,305 | $ | 76,166 | $ | 16,749 | ||||||
Impact of foreign operations
|
(7,810 | ) | (2,930 | ) | (2,986 | ) | ||||||
State and local income taxes net of federal income tax benefit
|
5,122 | 6,597 | 2,007 | |||||||||
Tax benefits from the extraterritorial income exclusion
|
(754 | ) | (2,870 | ) | (1,250 | ) | ||||||
Valuation allowance
|
4,287 | 278 | 115 | |||||||||
Other
|
546 | (1,511 | ) | (2,109 | ) | |||||||
Provision for Income Tax Expense
|
$ | 58,696 | $ | 75,730 | $ | 12,526 | ||||||
Effective Income Tax Rate
|
35.8 | % | 34.8 | % | 26.2 | % | ||||||
42
43
2005 | 2004 | 2003 | ||||||||||||||||||||||
Weighted | Number | Weighted | Number | Weighted | Number | |||||||||||||||||||
Average | of Shares | Average | of Shares | Average | of Shares | |||||||||||||||||||
Exercise | Under | Exercise | Under | Exercise | Under | |||||||||||||||||||
Shares Under Option | Price | Option | Price | Option | Price | Option | ||||||||||||||||||
(In thousands, except per share amounts) | ||||||||||||||||||||||||
Outstanding, beginning of year
|
||||||||||||||||||||||||
(Prices ranging from $8.69 to $16.70)
|
$ | 13.23 | 7,403 | $ | 12.86 | 6,937 | $ | 12.57 | 6,223 | |||||||||||||||
Options granted
|
||||||||||||||||||||||||
(Prices ranging from $15.15 to $17.63)
|
17.60 | 584 | 14.10 | 1,254 | 14.08 | 1,191 | ||||||||||||||||||
Options canceled/expired
|
||||||||||||||||||||||||
(Prices ranging from $8.81 to $17.63)
|
13.57 | (76 | ) | 12.98 | (206 | ) | 13.98 | (153 | ) | |||||||||||||||
Options exercised
|
||||||||||||||||||||||||
(Prices ranging from $8.69 to $16.35)
|
11.53 | (1,147 | ) | 10.73 | (582 | ) | 11.33 | (324 | ) | |||||||||||||||
Outstanding, end of year
|
||||||||||||||||||||||||
(Prices ranging from $8.69 to $17.63)
|
$ | 13.90 | 6,764 | $ | 13.23 | 7,403 | $ | 12.86 | 6,937 | |||||||||||||||
Exercisable, end of year
|
||||||||||||||||||||||||
(Prices ranging from $8.69 to $16.70)
|
$ | 13.41 | 4,578 | $ | 13.15 | 4,775 | $ | 13.19 | 4,477 | |||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||||||
at May 31, 2005 | at May 31, 2005 | |||||||||||||||||||
(Shares in thousands) | Wtd. Avg. | Weighted | Weighted | |||||||||||||||||
Remaining | Average | Average | ||||||||||||||||||
Contractual | Exercise | Exercise | ||||||||||||||||||
Exercise Price Range | Shares | Life (Years) | Price | Shares | Price | |||||||||||||||
$8.00 to $9.99
|
938 | 5.3 | $ | 9.33 | 938 | $ | 9.33 | |||||||||||||
$10.00 to $11.99
|
194 | 6.3 | $ | 10.26 | 133 | $ | 10.26 | |||||||||||||
$12.00 to $14.99
|
3,213 | 6.6 | $ | 13.91 | 1,670 | $ | 13.76 | |||||||||||||
$15.00 to $16.99
|
1,845 | 2.7 | $ | 15.41 | 1,837 | $ | 15.41 | |||||||||||||
$17.00 to $17.63
|
574 | 9.4 | $ | 17.62 | ||||||||||||||||
|
||||||||||||||||||||
|
6,764 | 5.6 | $ | 13.90 | 4,578 | $ | 13.41 | |||||||||||||
|
44
May 31 | ||||
(In thousands) | ||||
2006
|
$ | 23,765 | ||
2007
|
18,412 | |||
2008
|
14,070 | |||
2009
|
7,126 | |||
2010
|
5,303 | |||
Thereafter
|
10,884 | |||
Total Minimum Lease Commitments
|
$ | 79,560 | ||
U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||
(In thousands) | 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | ||||||||||||||||||
Service cost
|
$ | 11,231 | $ | 9,879 | $ | 8,904 | $ | 2,154 | $ | 1,695 | $ | 1,168 | ||||||||||||
Interest cost
|
7,481 | 7,228 | 6,634 | 4,359 | 3,612 | 2,344 | ||||||||||||||||||
Expected return on plan assets
|
(9,759 | ) | (7,385 | ) | (7,769 | ) | (4,117 | ) | (3,188 | ) | (2,748 | ) | ||||||||||||
Amortization of:
|
||||||||||||||||||||||||
Prior service cost
|
294 | 294 | 197 | |||||||||||||||||||||
Net gain on adoption of SFAS No. 87
|
(3 | ) | (23 | ) | (85 | ) | ||||||||||||||||||
Net actuarial (gains) losses recognized
|
1,500 | 2,542 | 952 | 1,394 | 1,237 | 324 | ||||||||||||||||||
Curtailment/settlement (gains) losses
|
11 | |||||||||||||||||||||||
Net Pension Cost
|
$ | 10,744 | $ | 12,535 | $ | 8,844 | $ | 3,790 | $ | 3,356 | $ | 1,088 | ||||||||||||
45
U.S. Plans | Non-U.S. Plans | |||||||||||||||
(In thousands) | 2005 | 2004 | 2005 | 2004 | ||||||||||||
Benefit obligation at beginning of year
|
$ | 128,666 | $ | 112,271 | $ | 77,533 | $ | 59,588 | ||||||||
Service cost
|
11,231 | 9,879 | 2,154 | 1,695 | ||||||||||||
Interest cost
|
7,481 | 7,228 | 4,359 | 3,612 | ||||||||||||
Benefits paid
|
(9,730 | ) | (10,696 | ) | (2,723 | ) | (2,304 | ) | ||||||||
Participant contributions
|
681 | 585 | ||||||||||||||
Acquisitions and new plans
|
755 | |||||||||||||||
Actuarial (gains) losses
|
10,857 | 9,984 | 2,487 | 3,477 | ||||||||||||
Currency exchange rate changes
|
4,699 | 10,125 | ||||||||||||||
Benefit Obligation at End of Year
|
$ | 148,505 | $ | 128,666 | $ | 89,190 | $ | 77,533 | ||||||||
Fair value of plan assets at beginning of year
|
$ | 109,920 | $ | 88,669 | $ | 56,377 | $ | 41,674 | ||||||||
Actual return on plan assets
|
5,031 | 28,800 | 4,316 | 6,328 | ||||||||||||
Employer contributions
|
12,870 | 3,147 | 3,642 | 2,895 | ||||||||||||
Participant contributions
|
681 | 585 | ||||||||||||||
Benefits paid
|
(9,730 | ) | (10,696 | ) | (2,723 | ) | (2,304 | ) | ||||||||
Currency exchange rate changes
|
3,630 | 7,199 | ||||||||||||||
Fair Value of Plan Assets at End of Year
|
$ | 118,091 | $ | 109,920 | $ | 65,923 | $ | 56,377 | ||||||||
(Deficit) of plan assets versus benefit obligations
at end of year
|
$ | (30,414 | ) | $ | (18,746 | ) | $ | (23,267 | ) | $ | (21,156 | ) | ||||
Contributions after measurement date
|
4 | 2,533 | 183 | 472 | ||||||||||||
Unrecognized actuarial (gains) losses
|
47,992 | 33,907 | 28,826 | 26,406 | ||||||||||||
Unrecognized prior service cost
|
2,546 | 2,840 | ||||||||||||||
Unrecognized net transitional asset
|
(2 | ) | (5 | ) | ||||||||||||
Net Amount Recognized
|
$ | 20,126 | $ | 20,529 | $ | 5,742 | $ | 5,722 | ||||||||
Amounts recognized in the consolidated
balance sheets:
|
||||||||||||||||
Prepaid benefit cost
|
$ | 20,369 | $ | 21,107 | $ | 8,676 | $ | 7,350 | ||||||||
Accrued benefit liability
|
(755 | ) | (663 | ) | (11,260 | ) | (10,878 | ) | ||||||||
Accumulated other comprehensive loss
|
481 | 85 | 8,326 | 9,250 | ||||||||||||
Intangible asset
|
31 | |||||||||||||||
Net Amount Recognized
|
$ | 20,126 | $ | 20,529 | $ | 5,742 | $ | 5,722 | ||||||||
Accumulated Benefit Obligation
|
$ | 114,553 | $ | 100,323 | $ | 76,706 | $ | 67,238 | ||||||||
46
U.S. Plans | ||||||||||||||||
2005 | 2004 | |||||||||||||||
Benefit | Plan | Benefit | Plan | |||||||||||||
(In thousands) | Obligation | Assets | Obligation | Assets | ||||||||||||
Plans with projected benefit obligation in
excess of plan assets
|
$ | 145,633 | $ | 114,840 | $ | 124,704 | $ | 104,891 | ||||||||
Plans with accumulated benefit obligation in
excess of plan assets
|
$ | 1,757 | $ | 998 | $ | 667 | ||||||||||
Plans with assets in excess of projected
benefit obligations
|
$ | 2,872 | $ | 3,251 | $ | 3,962 | $ | 5,029 | ||||||||
Plans with assets in excess of accumulated
benefit obligations
|
$ | 112,796 | $ | 117,093 | $ | 99,655 | $ | 109,920 | ||||||||
Non-U.S. Plans | ||||||||||||||||
2005 | 2004 | |||||||||||||||
Benefit | Plan | Benefit | Plan | |||||||||||||
(In thousands) | Obligation | Assets | Obligation | Assets | ||||||||||||
Plans with projected benefit obligation in
excess of plan assets
|
$ | 89,190 | $ | 65,923 | $ | 77,533 | $ | 56,377 | ||||||||
Plans with accumulated benefit obligation in
excess of plan assets
|
$ | 48,839 | $ | 37,396 | $ | 43,705 | $ | 32,403 | ||||||||
Plans with assets in excess of accumulated
benefit obligations
|
$ | 27,867 | $ | 28,527 | $ | 23,533 | $ | 23,973 | ||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||
Year-End Benefit Obligations | 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | ||||||||||||||||||
Discount rate
|
5.75 | % | 6.00 | % | 6.70 | % | 5.40 | % | 5.65 | % | 6.43 | % | ||||||||||||
Rate of compensation increase
|
3.50 | % | 3.50 | % | 4.00 | % | 3.63 | % | 3.48 | % | 3.95 | % | ||||||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||
Net Periodic Pension Cost | 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | ||||||||||||||||||
Discount rate
|
6.00 | % | 6.70 | % | 7.25 | % | 5.68 | % | 6.43 | % | 6.63 | % | ||||||||||||
Expected return on plan assets
|
8.75 | % | 8.75 | % | 9.00 | % | 7.31 | % | 7.25 | % | 8.25 | % | ||||||||||||
Rate of compensation increase
|
3.50 | % | 4.00 | % | 4.00 | % | 3.66 | % | 3.95 | % | 4.00 | % | ||||||||||||
U.S. Plans | ||||||||||||
Actual Asset | ||||||||||||
Target Allocation | Allocation | |||||||||||
as of February 2005 | 2005 | 2004 | ||||||||||
Equity securities
|
70 | % | 70 | % | 70 | % | ||||||
Fixed income securities
|
25 | % | 16 | % | 21 | % | ||||||
Cash
|
9 | % | 5 | % | ||||||||
Other
|
5 | % | 5 | % | 4 | % | ||||||
Total assets
|
100 | % | 100 | % | 100 | % | ||||||
Non-U.S. Plans | ||||||||||||
Actual Asset | ||||||||||||
Target Allocation | Allocation | |||||||||||
as of February 2005 | 2005 | 2004 | ||||||||||
Equity securities
|
58 | % | 58 | % | 59 | % | ||||||
Fixed income securities
|
37 | % | 36 | % | 38 | % | ||||||
Cash
|
1 | % | 2 | % | 1 | % | ||||||
Property and other
|
4 | % | 4 | % | 2 | % | ||||||
Total assets
|
100 | % | 100 | % | 100 | % | ||||||
47
U.S. Plans | Non-U.S. Plans | |||||||||||||||||||||||
(In thousands) | 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | ||||||||||||||||||
Service cost Benefits earned during this period
|
$ | 11 | $ | 11 | $ | 9 | $ | 265 | $ | 205 | $ | 168 | ||||||||||||
Interest cost on the accumulated obligation
|
661 | 634 | 649 | 473 | 396 | 325 | ||||||||||||||||||
Amortization of unrecognized (gains) losses
|
27 | (47 | ) | 28 | ||||||||||||||||||||
Net Periodic Postretirement Expense
|
$ | 699 | $ | 645 | $ | 611 | $ | 766 | $ | 601 | $ | 493 | ||||||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||
(In thousands) | 2005 | 2004 | 2005 | 2004 | ||||||||||||
Accumulated postretirement benefit obligation at
beginning of year
|
$ | 11,465 | $ | 9,884 | $ | 6,815 | $ | 4,970 | ||||||||
Service cost
|
11 | 11 | 265 | 205 | ||||||||||||
Interest cost
|
661 | 634 | 473 | 396 | ||||||||||||
Benefit payments
|
(1,013 | ) | (908 | ) | (122 | ) | (129 | ) | ||||||||
Actuarial (gains) losses
|
353 | 1,844 | 333 | 822 | ||||||||||||
Amendments
|
(308 | ) | ||||||||||||||
Currency exchange rate changes
|
567 | 551 | ||||||||||||||
Accumulated postretirement benefit obligation at
end of year
|
11,169 | 11,465 | 8,331 | 6,815 | ||||||||||||
Unrecognized actuarial gains (losses)
|
(1,796 | ) | (1,470 | ) | (1,542 | ) | (1,142 | ) | ||||||||
Unrecognized prior service cost (benefit)
|
308 | |||||||||||||||
Accrued Postretirement Health Care Benefits
|
$ | 9,681 | $ | 9,995 | $ | 6,789 | $ | 5,673 | ||||||||
48
U.S. Plans | Non-U.S. Plans | ||||||||||||||||||||||||
Year-End Benefit Obligations | 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | |||||||||||||||||||
Discount rate
|
5.75 | % | 6.00 | % | 6.70 | % | 6.00 | % | 6.25 | % | 7.00 | % | |||||||||||||
Current healthcare cost trend rate
|
10.00 | % | 10.00 | % | 9.00 | % | 8.00 | % | 9.00 | % | 9.00 | % | |||||||||||||
Ultimate healthcare cost trend rate
|
5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | |||||||||||||
Year ultimate healthcare cost trend rate
will be realized
|
2015 | 2014 | 2008 | 2008 | 2008 | 2008 | |||||||||||||||||||
U.S. Plans | Non-U.S. Plans | ||||||||||||||||||||||||
Net Periodic Postretirement Benefit Cost | 2005 | 2004 | 2003 | 2005 | 2004 | 2003 | |||||||||||||||||||
Discount rate
|
6.00 | % | 6.70 | % | 7.25 | % | 6.25 | % | 7.00 | % | 7.25 | % | |||||||||||||
Healthcare cost trend rate
|
10.00 | % | 9.00 | % | 8.00 | % | 9.00 | % | 9.00 | % | 9.00 | % | |||||||||||||
Ultimate healthcare cost trend rate
|
5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | 5.00 | % | |||||||||||||
Year ultimate healthcare cost trend rate
will be realized
|
2014 | 2007 | 2008 | 2008 | 2007 | 2008 | |||||||||||||||||||
U.S. Plans | Non-U.S. Plans | |||||||||||||||
(In thousands) | 2005 | 2004 | 2005 | 2004 | ||||||||||||
1% Increase in trend rate
|
||||||||||||||||
Accumulated Benefit Obligation
|
$ | 950 | $ | 980 | $ | 1,617 | $ | 1,423 | ||||||||
Postretirement Cost
|
60 | 50 | 163 | 135 | ||||||||||||
1% Decrease in trend rate
|
||||||||||||||||
Accumulated Benefit Obligation
|
(830 | ) | (850 | ) | (1,262 | ) | (1,177 | ) | ||||||||
Postretirement Cost
|
(50 | ) | (50 | ) | (123 | ) | (127 | ) | ||||||||
May 31 | 2005 | 2004 | ||||||
(In thousands) | ||||||||
Accrued product liability reserves
|
$ | 57,414 | $ | 47,402 | ||||
Accrued warranty reserves
|
5,822 | 5,670 | ||||||
Accrued environmental reserves
|
2,216 | 3,627 | ||||||
Accrued loss reserves current
|
65,452 | 56,699 | ||||||
Asbestos-related liabilities current
|
55,000 | 47,500 | ||||||
Total Reserves Current
|
$ | 120,452 | $ | 104,199 | ||||
Accrued warranty and product
liability reserves noncurrent
|
$ | 8,044 | $ | 5,579 | ||||
Asbestos-related
liabilities
noncurrent
|
46,172 | 43,107 | ||||||
Total Reserves Noncurrent
|
$ | 54,216 | $ | 48,686 | ||||
49
50
51
52
Additions | ||||||||||||||||
Charged to | ||||||||||||||||
Balance at | Selling, General | Deductions | Balance at | |||||||||||||
Beginning | and | (Primarily | End of | |||||||||||||
(In thousands) | of Period | Administrative | Claims Paid) | Year | ||||||||||||
Year Ended May 31, 2005
|
$ | 90,607 | $ | 78,000 | $ | 67,435 | $ | 101,172 | ||||||||
Year Ended May 31, 2004
|
144,583 | 53,976 (a) | 90,607 | |||||||||||||
Year Ended May 31, 2003
|
3,377 | 146,650 | 5,444 (b) | 144,583 | ||||||||||||
(a) | Represents the Companys portion of total claims paid during the fiscal year ended May 31, 2004 of $63.4 million, net of insurer contributions totaling $9.4 million. Insurance coverage was depleted in the first quarter of fiscal year 2004. | |
(b) | Represents the Companys portion of total claims paid during the fiscal year ended May 31, 2003 of $54.4 million, net of insurer contributions totaling $49.0 million. |
53
Year Ended May 31 | 2005 | 2004 | 2003 | |||||||||
(In thousands) | ||||||||||||
Segment Information
|
||||||||||||
Net Sales
|
||||||||||||
Industrial
|
$ | 1,441,548 | $ | 1,272,781 | $ | 1,117,877 | ||||||
Consumer
|
1,114,187 | 1,034,772 | 935,605 | |||||||||
Corporate/Other
|
||||||||||||
Total
|
$ | 2,555,735 | $ | 2,307,553 | $ | 2,053,482 | ||||||
Income
Before Income Taxes
|
||||||||||||
Industrial
|
$ | 168,578 | $ | 140,706 | $ | 122,568 | ||||||
Consumer
|
147,601 | 142,852 | 131,100 | |||||||||
Corporate/Other
|
(152,451 | ) | (65,942 | ) | (205,815 | ) | ||||||
Total
|
$ | 163,728 | $ | 217,616 | $ | 47,853 | ||||||
Identifiable Assets
|
||||||||||||
Industrial
|
$ | 1,271,145 | $ | 1,111,978 | $ | 1,067,921 | ||||||
Consumer
|
1,138,894 | 1,090,531 | 1,038,350 | |||||||||
Corporate/Other
|
246,206 | 147,582 | 137,184 | |||||||||
Total
|
$ | 2,656,245 | $ | 2,350,091 | $ | 2,243,455 | ||||||
Capital Expenditures
|
||||||||||||
Industrial
|
$ | 30,714 | $ | 26,043 | $ | 18,741 | ||||||
Consumer
|
24,175 | 23,303 | 22,095 | |||||||||
Corporate/Other
|
720 | 1,907 | 978 | |||||||||
Total
|
$ | 55,609 | $ | 51,253 | $ | 41,814 | ||||||
Depreciation and
Amortization
|
||||||||||||
Industrial
|
$ | 33,213 | $ | 30,764 | $ | 27,537 | ||||||
Consumer
|
29,264 | 29,503 | 29,216 | |||||||||
Corporate/Other
|
3,515 | 3,010 | 1,921 | |||||||||
Total
|
$ | 65,992 | $ | 63,277 | $ | 58,674 | ||||||
Geographic Information
|
||||||||||||
Net Sales (based on
shipping location)
|
||||||||||||
United States
|
$ | 2,009,748 | $ | 1,841,837 | $ | 1,655,609 | ||||||
Foreign
|
||||||||||||
Canada
|
192,579 | 172,894 | 144,882 | |||||||||
Europe
|
250,585 | 207,557 | 175,657 | |||||||||
Other Foreign
|
102,823 | 85,265 | 77,334 | |||||||||
Total Foreign
|
545,987 | 465,716 | 397,873 | |||||||||
Total
|
$ | 2,555,735 | $ | 2,307,553 | $ | 2,053,482 | ||||||
Assets Employed
|
||||||||||||
United States
|
$ | 2,167,285 | $ | 1,884,387 | $ | 1,827,910 | ||||||
Foreign
|
||||||||||||
Canada
|
205,433 | 154,815 | 151,771 | |||||||||
Europe
|
266,564 | 242,063 | 197,654 | |||||||||
Other Foreign
|
16,963 | 68,826 | 66,120 | |||||||||
Total Foreign
|
488,960 | 465,704 | 415,545 | |||||||||
Total
|
$ | 2,656,245 | $ | 2,350,091 | $ | 2,243,455 | ||||||
For Quarter Ended | ||||||||||||||||
(In thousands, except per share amounts)
|
August 31 | November 30 | February 28 | May 31 | ||||||||||||
2005
|
||||||||||||||||
Net Sales
|
$ | 661,513 | $ | 623,469 | $ | 516,337 | $ | 754,416 | ||||||||
Gross Profit
|
$ | 294,887 | $ | 270,688 | $ | 211,117 | $ | 329,859 | ||||||||
Net Income
|
$ | 54,486 | $ | 9,112 | $ | (4,772 | ) | $ | 46,206 | |||||||
Basic Earnings Per Share
|
$ | 0.47 | $ | 0.08 | $ | (0.04 | ) | $ | 0.39 | |||||||
Diluted Earnings Per Share
(a)
|
$ | 0.44 | $ | 0.08 | $ | (0.04 | ) (b) | $ | 0.37 | |||||||
Dividends Per Share
|
$ | 0.14 | $ | 0.15 | $ | 0.15 | $ | 0.15 | ||||||||
For Quarter Ended | ||||||||||||||||
(In thousands, except per share amounts) | August 31 | November 30 | February 29 | May 31 | ||||||||||||
2004
|
||||||||||||||||
Net Sales
(c)
|
$ | 581,023 | $ | 581,541 | $ | 473,978 | $ | 671,011 | ||||||||
Gross Profit
(c)
|
$ | 267,043 | $ | 257,575 | $ | 203,803 | $ | 302,760 | ||||||||
Net Income
|
$ | 47,672 | $ | 35,223 | $ | 6,018 | $ | 52,973 | ||||||||
Basic Earnings Per Share
|
$ | 0.41 | $ | 0.30 | $ | 0.05 | $ | 0.46 | ||||||||
Diluted Earnings Per Share
(a)
|
$ | 0.39 | $ | 0.29 | $ | 0.05 | $ | 0.43 | ||||||||
Dividends Per Share
|
$ | 0.13 | $ | 0.14 | $ | 0.14 | $ | 0.14 | ||||||||
(a) | Includes dilutive effect of EITF 04-8 as discussed in Note D. | |
(b) | Dilutive effects of our contingently convertible debt not included as it would be anti-dilutive. | |
(c) | See cooperative advertising reclassifications as discussed in Note A. |
54
Fiscal 2005 | High | Low | Dividends paid per share | |||||||||
First Quarter
|
$ | 16.02 | $ | 13.85 | $0.140 | |||||||
Second Quarter
|
$ | 18.99 | $ | 15.71 | $0.150 | |||||||
Third Quarter
|
$ | 19.95 | $ | 17.58 | $0.150 | |||||||
Fourth Quarter
|
$ | 19.25 | $ | 16.51 | $0.150 |
Fiscal 2004 | High | Low | Dividends paid per share | |||||||||
First Quarter
|
$ | 14.20 | $ | 12.28 | $0.130 | |||||||
Second Quarter
|
$ | 15.28 | $ | 12.90 | $0.140 | |||||||
Third Quarter
|
$ | 17.24 | $ | 14.93 | $0.140 | |||||||
Fourth Quarter
|
$ | 17.00 | $ | 13.29 | $0.140 |
55
|
|
|
|
||
Frank C. Sullivan
|
Robert L. Matejka | |
President and Chief Executive Officer
|
Vice President, Chief Financial Officer and Controller | |
July 7, 2005 |
56
57
RPM International Inc. and Subsidiaries
Medina, Ohio
Cleveland, Ohio
July 7, 2005, except as to Note K, which is as of July 22, 2005.
58
RPM International Inc. and Subsidiaries
Medina, Ohio
Cleveland, Ohio
July 7, 2005
Jurisdiction of | ||
Name | Incorporation | |
First Colonial Insurance Company, Inc.
|
Vermont | |
First Continental Services Co.
|
Vermont | |
RPM Asia Pte. Ltd.
|
Singapore | |
Alumanation (M) Sdn. Bhd.
|
Malaysia | |
Espan Corporation Pte. Ltd.
|
Singapore | |
RPM China Pte. Ltd.
|
Singapore | |
Magnagro Industries Pte. Ltd.
|
Singapore | |
Dryvit Wall Systems (Suzhou) Co. Ltd.
|
China | |
RPM Consumer Holding Company
|
Delaware | |
DAP Products Inc.
2
|
Delaware | |
DAP Holdings, LLC
3
|
Delaware | |
Gloucester Co., Inc.
|
Massachusetts | |
Bondo Corporation
|
Ohio | |
Rust-Oleum Corporation
4
|
Illinois | |
Rust-Oleum International, LLC
5
|
Delaware | |
BPAG, Inc.
|
Delaware | |
ROC Sales, Inc.
|
Illinois | |
Rust-Oleum Sales Company, Inc.
6
|
Ohio | |
Rust-Oleum Service Company
|
Delaware | |
The Flecto Company, Inc.
7
|
California | |
Rust-Oleum Japan Corporation
|
Japan | |
The Testor Corporation
8
|
Ohio | |
Zinsser Co., Inc.
9
|
New Jersey | |
Okon, Inc.
|
Colorado | |
Zinsser Asia Pacific Pty. Limited
|
Australia | |
Zinsser Holdings, LLC
10
|
Delaware | |
Mantrose-Haeuser Co., Inc.
|
Massachusetts | |
Modern Masters Inc.
|
California | |
Thibaut Inc.
|
New York | |
RPM Enterprises, Inc.
|
Delaware | |
RPM, Inc.
11
|
Ohio | |
American Emulsions Co., Inc.
|
Georgia | |
Select Dye & Chemical, Inc.
|
Georgia | |
Bondex International, Inc.
|
Ohio | |
Chemical Specialties Manufacturing Corporation
|
Maryland | |
Day-Glo Color Corp.
12
|
Ohio | |
Dryvit Holdings, Inc.
|
Delaware | |
Dryvit Systems, Inc.
13
|
Rhode Island | |
Dryvit Systems USA (Europe) Sp. zo.o.
|
Poland | |
Guardian Products, Inc.
|
Delaware | |
Kop-Coat, Inc.
|
Ohio |
Jurisdiction of | ||
Name | Incorporation | |
Kop-Coat New Zealand Limited
|
New Zealand | |
Agpro (N.Z.) Limited
|
New Zealand | |
RPM Wood Finishes Group, Inc.
14
|
Nevada | |
Chemical Coatings, Inc.
|
North Carolina | |
RPM of Mass., Inc.
|
Massachusetts | |
Westfield Coatings Corporation
|
Massachusetts | |
TCI, Inc.
|
Georgia | |
RPM Industrial Holding Company
|
Delaware | |
Carboline Company
15
|
Delaware | |
PLB Holdings Inc.
|
Nevada | |
A/D Fire Protection Systems Corp.
|
Nevada | |
Carboline International Corporation
16
|
Delaware | |
Carboline Dubai Corporation
|
Missouri | |
StonCor Africa (Pty.) Ltd.
|
South Africa | |
Chemrite Equipment Systems (Pty.) Ltd.
|
South Africa | |
StonCor Namibia (Pty.) Ltd.
|
South Africa | |
Republic Powdered Metals, Inc.
17
|
Ohio | |
StonCor Group, Inc.
18
|
Delaware | |
Fibergrate Composite Structures Incorporated
19
|
Delaware | |
Stonhard Nederland B.V.
|
Netherlands | |
National Building Facility Services, Inc.
|
Delaware | |
Parklin Management Group, Inc.
20
|
New Jersey | |
Stonhard Agencia en Chile
|
Chile | |
StonCor Corrosion Specialists Group Ltda.
21
|
Brazil | |
Tremco Incorporated
22
|
Ohio | |
The Euclid Chemical Company
23
|
Ohio | |
Euclid Chemical International Sales Corp.
24
|
Ohio | |
Grandcourt N.V.
25
|
Netherlands Antilles | |
Redwood Transport, Inc.
26
|
Ohio | |
Paramount Technical Products, Inc.
|
South Dakota | |
Tremco A.B.
|
Sweden | |
Tremco Asia Pacific Pty. Limited
|
Australia | |
PABCO Products Pty. Limited
|
Australia | |
Tremco Pty. Limited
|
Australia | |
Tremco Asia Pte. Ltd.
|
Singapore | |
Tremco Barrier Solutions, Inc.
|
Delaware | |
Tremco GmbH
|
Germany | |
Weatherproofing Technologies, Inc.
27
|
Delaware | |
RSIF International Limited
|
Ireland | |
Sierra Performance Coatings, Inc.
|
California |
1 | RPM International Inc. owns 100% of the outstanding voting Common Stock of RPM Funding Corporation, a Delaware corporation. The remaining outstanding shares of RPM Funding Corporation are held as follows: 100% of the outstanding Series A Preferred Stock (non-voting) |
2
by Republic Powdered Metals, Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by DAP Products Inc.; 100% of the outstanding Series C Preferred Stock (non-voting) by The Euclid Chemical Company; 100% of the outstanding Series D Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series E Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series F Preferred Stock (non-voting) by The Testor Corporation; 100% of the outstanding Series G Preferred Stock (non-voting) by Tremco Incorporated; 100% of the outstanding Series H Preferred Stock (non-voting) by Weatherproofing Technologies, Inc.; 100% of the outstanding Series I Preferred Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc. | ||
RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline Norge A/S, Carboline International Corporation owns 40% and 55% are held by a joint venture partner. | ||
2 | DAP Products Inc. owns 100% of the outstanding Series B Preferred Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The remaining outstanding shares of RPM Funding Corporation are held as follows: 100% of the outstanding voting Common Stock by RPM International Inc.; 100% of the outstanding Series A Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series C Preferred Stock (non-voting) by The Euclid Chemical Company; 100% of the outstanding Series D Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series E Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series F Preferred Stock (non-voting) by The Testor Corporation; 100% of the outstanding Series G Preferred Stock (non-voting) by Tremco Incorporated; 100% of the outstanding Series H Preferred Stock (non-voting) by Weatherproofing Technologies, Inc.; 100% of the Outstanding Series I Preferred Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc. | |
RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline Norge A/S, Carboline International Corporation owns 40% and 55% are held by a joint venture partner. | ||
DAP Products Inc. owns 94% of the outstanding shares of Portazul, S.A., a Dominican Republic corporation. The remaining 6% of the outstanding shares of Portazul, S.A. are held by the directors of Portazul, S.A. | ||
3 | DAP Holdings, LLC owns 100% of the outstanding Common Stock of DAP Brands Company, a Delaware corporation. RPM Canada Company owns 100% of the outstanding Series A Preferred Stock and Series B Preferred Stock of DAP Brands Company. | |
DAP Holdings, LLC owns 1.60% of the outstanding Common Stock of RPM Holdco Corp., a Delaware Corporation. The remaining outstanding Common Stock of RPM Holdco Corp. is held as follows: Carboline Company 2.93%, Day-Glo Color Corp. 7.33%, Dryvit Systems, Inc. 8.40%, The Euclid Chemical Company 1.27%, RPM Wood Finishes Group, Inc. 5.66%, Rust- |
3
Oleum International, LLC 15%, StonCor Group, Inc. 12.87%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%. | ||
DAP Holdings, LLC owns 23.81% of the outstanding Preferred Stock of RPM Holdco Corp., a Delaware Corporation. The remaining outstanding Preferred Stock is held as follows: Rust-Oleum International, LLC 51.54% and Zinsser Holdings, LLC 24.65%. | ||
RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a Canadian unlimited liability company. Subsidiaries of RPM Canada Company are listed under Tremco Incorporated footnote. | ||
4 | Rust-Oleum Corporation owns 100% of the outstanding Series E Preferred Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The remaining outstanding shares of RPM Funding Corporation are held as follows: 100% of the outstanding voting Common Stock by RPM International Inc.; 100% of the outstanding Series A Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by DAP Products Inc.; 100% of the outstanding Series C Preferred Stock (non-voting) by The Euclid Chemical Company; 100% of the outstanding Series D Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series F Preferred Stock (non-voting) by The Testor Corporation; 100% of the outstanding Series G Preferred Stock (non-voting) by Tremco Incorporated; 100% of the outstanding Series H Preferred Stock (non-voting) by Weatherproofing Technologies, Inc.; 100% of the outstanding Series I Preferred Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc. | |
RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline Norge A/S, Carboline International Corporation owns 40% and 55% are held by a joint venture partner. | ||
Rust-Oleum Corporation owns 99.992% of the outstanding shares of Rust-Oleum Argentina S.A., an Argentine corporation. The remaining .008% of the outstanding shares of Rust-Oleum Argentina S.A. are held by Rust-Oleum Sales Company, Inc. | ||
5 | Rust-Oleum International, LLC owns 100% of the outstanding Common Stock of Rust-Oleum Brands Company, a Delaware corporation. RPM Canada Company owns 100% of the outstanding Series A Preferred Stock and Series B Preferred Stock of Rust-Oleum Brands Company. | |
Rust-Oleum International, LLC owns 15% of the outstanding Common Stock of RPM Holdco Corp., a Delaware Corporation. The remaining Common Stock of RPM Holdco Corp. is held as follows: Carboline Company 2.93%, DAP Holdings, LLC 1.60%, Day-Glo Color Corp. 7.33%, Dryvit Systems, Inc. 8.40%, The Euclid Chemical Company 1.27%, RPM Wood Finishes Group, Inc. 5.66%, StonCor Group, Inc. 12.87%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%. |
4
Rust-Oleum International, LLC owns 51.54% of the outstanding Preferred Stock of RPM Holdco Corp., a Delaware Corporation. The remaining outstanding Preferred Stock is held as follows: DAP Holdings, LLC 23.81% and Zinsser Holdings, LLC 24.65%. | ||
RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a Canadian unlimited liability company. Subsidiaries of RPM Canada Company are listed under Tremco Incorporated footnote. | ||
6 | Rust-Oleum Sales Company, Inc. owns .008% of the outstanding shares of Rust-Oleum Argentina S.A., an Argentine corporation. The remaining 99.992% of the outstanding shares of Rust-Oleum Argentina S.A. are held by Rust-Oleum Corporation. | |
7 | The Flecto Company, Inc. owns 79% of the outstanding shares of Harry A. Crossland Investments, Ltd., a Nevada corporation. The remaining 21% of the outstanding shares of Harry A. Crossland Investments, Ltd. are held by RPM Canada Company. | |
Harry A. Crossland Investments, Ltd. owns 100% of the outstanding shares of Crossland Distributors Ltd., a Canadian corporation. | ||
8 | The Testor Corporation owns 100% of the outstanding Series F Preferred Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The remaining outstanding shares of RPM Funding Corporation are held as follows: 100% of the outstanding voting Common Stock by RPM International Inc.; 100% of the outstanding Series A Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by DAP Products Inc.; 100% of the outstanding Series C Preferred Stock (non-voting) by The Euclid Chemical Company; 100% of the outstanding Series D Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series E Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series G Preferred Stock (non-voting) by Tremco Incorporated; 100% of the outstanding Series H Preferred Stock (non-voting) by Weatherproofing Technologies, Inc.; 100% of the outstanding Series I Preferred Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc. | |
RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline Norge A/S, Carboline International Corporation owns 40% and 55% are held by a joint venture partner. | ||
9 | Zinsser Co., Inc. owns 100% of the outstanding Series I Preferred Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The remaining outstanding shares of RPM Funding Corporation are held as follows: 100% of the outstanding voting Common Stock by RPM International Inc.; 100% of the outstanding Series A Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by DAP Products Inc.; 100% of the outstanding Series C Preferred Stock (non-voting) by The Euclid Chemical Company; 100% of the outstanding Series D Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series E Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series F Preferred Stock (non-voting) by |
5
The Testor Corporation; 100% of the outstanding Series G Preferred Stock (non-voting) by Tremco Incorporated; 100% of the outstanding Series H Preferred Stock (non-voting) by Weatherproofing Technologies, Inc.; and 100% of the outstanding Series J Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc. | ||
RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline Norge A/S, Carboline International Corporation owns 40% and 55% are held by a joint venture partner. | ||
10 | Zinsser Holdings, LLC owns 100% of the outstanding Common Stock of Zinsser Brands Company, a Delaware corporation. RPM Canada Company owns 100% of the outstanding Series A Preferred Stock and Series B Preferred Stock of Zinsser Brands Company. | |
Zinsser Holdings, LLC owns .27% of the outstanding Common Stock of RPM Holdco Corp., a Delaware Corporation. The remaining outstanding Common Stock of RPM Holdco Corp. is held as follows: Carboline Company 2.93%, DAP Holdings, LLC 1.60%, Day-Glo Color Corp. 7.33%, Dryvit Systems, Inc. 8.40%, The Euclid Chemical Company 1.27%, RPM Wood Finishes Group, Inc. 5.66%, Rust-Oleum International, LLC 15%, StonCor Group, Inc. 12.87% and Tremco Incorporated 44.67%. | ||
Zinsser Holdings, LLC owns 24.65% of the outstanding Preferred Stock of RPM Holdco Corp., a Delaware Corporation. The remaining outstanding Preferred Stock is held as follows: DAP Holdings, LLC 23.81% and Rust-Oleum International, LLC 51.54% | ||
RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a Canadian unlimited liability company. Subsidiaries of RPM Canada Company are listed under Tremco Incorporated footnote. | ||
11 | RPM, Inc. owns 88% of the outstanding shares of RPM/Lux Consult S.A., a Luxembourg corporation. The remaining 12% of the outstanding shares of RPM/Lux Consult S.A. are held by Tremco Incorporated. | |
RPM/Lux Consult S.A. owns .2% of the outstanding shares of Monile France S.A.R.L., a French corporation. The remaining 99.8% of the outstanding shares of Monile France S.A.R.L. are held by RPM/Belgium N.V. | ||
12 | Day-Glo Color Corp. owns 7.33% of the outstanding shares of RPM Holdco Corp., a Delaware Corporation. The remaining outstanding shares of RPM Holdco Corp. are held as follows: Carboline Company 2.93%, DAP Holdings, LLC 1.60%, Dryvit Systems, Inc. 8.40%, The Euclid Chemical Company 1.27%, RPM Wood Finishes Group, Inc. 5.66%, Rust-Oleum International, LLC 15%, StonCor Group, Inc. 12.87%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%. | |
RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a Canadian unlimited liability company. Subsidiaries of RPM Canada Company are listed under Tremco Incorporated footnote. |
6
Day-Glo Color Corp. owns .32% of the outstanding shares of Radiant Color N.V., a Belgian corporation. The remaining 99.68% of the outstanding shares of Radiant Color N.V. are held by RPM Europe Holdco B.V. | ||
Radiant Color N.V. owns 99.99% of the outstanding shares of Martin Mathys N.V., a Belgian corporation. The remaining .01% of the outstanding shares of Martin Mathys N.V. are held by RPM/Belgium N.V. | ||
Radiant Color N.V. owns 85.71% of the outstanding shares of APSA S.p.A., an Italian corporation. Of the remaining outstanding shares of APSA S.p.A., 13.57% are held by RPOW France S.A.S. and .72% are held by RPM Europe Holdco B.V. | ||
Radiant Color N.V. owns 67.86% of the outstanding shares of Ecoloc N.V., a Belgian corporation. The remaining 32.14% of the outstanding shares of Ecoloc N.V. are held by Lock-Tile Belgium N.V. | ||
Radiant Color N.V. owns 99.96% of the outstanding shares of Lock-Tile Belgium N.V., a Belgian corporation. The remaining .04% of the outstanding shares of Lock-Tile Belgium N.V. are held by RPM/Belgium N.V. | ||
13 | Dryvit Systems, Inc. owns 8.40% of the outstanding shares of RPM Holdco Corp., a Delaware corporation. The remaining outstanding shares of RPM Holdco Corp. are held as follows: Carboline Company 2.93%, DAP Holdings, LLC 1.60%, Day-Glo Color Corp. 7.33%, The Euclid Chemical Company 1.27%, RPM Wood Finishes Group, Inc. 5.66%, Rust-Oleum International, LLC 15%, StonCor Group, Inc. 12.87%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%. | |
RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a Canadian unlimited liability company. Subsidiaries of RPM Canada Company are listed under Tremco Incorporated footnote. | ||
Dryvit Systems, Inc. owns 88% of the outstanding shares of Beijing Dryvit Chemical Building Materials Co., Ltd., a Peoples Republic of China company. The remaining outstanding shares of Beijing Dryvit Chemical Building Materials Co., Ltd. are held by a joint venture partner. | ||
Dryvit Systems, Inc. owns 27.03% of AWCI Insurance Company, Ltd., a Bermuda exempt company. The remaining outstanding shares of AWCI Insurance Company, Ltd. are held by other EIFS manufacturers. | ||
14 | RPM Wood Finishes Group, Inc. owns 5.66% of the outstanding shares of RPM Holdco Corp., a Delaware corporation. The remaining outstanding shares of RPM Holdco Corp. are held as follows: Carboline Company 2.93%, DAP Holdings, LLC 1.60%, Day-Glo Color Corp. 7.33%, Dryvit Systems, Inc. 8.40%, The Euclid Chemical Company 1.27%, Rust-Oleum International, LLC 15%, StonCor Group, Inc. 12.87%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%. |
7
RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a Canadian unlimited liability company. Subsidiaries of RPM Canada Company are listed under Tremco Incorporated footnote. | ||
15 | Carboline Company owns 2.93% of the outstanding shares of RPM Holdco Corp., a Delaware Corporation. The remaining outstanding shares of RPM Holdco Corp. are held as follows: DAP Holdings, LLC 1.60%, Day-Glo Color Corp. 7.33%, Dryvit Systems, Inc. 8.40%, The Euclid Chemical Company 1.27%, RPM Wood Finishes Group, Inc. 5.66%, Rust-Oleum International, LLC 15%, StonCor Group, Inc. 12.87%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%. | |
RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a Canadian unlimited liability company. Subsidiaries of RPM Canada Company are listed under Tremco Incorporated footnote. | ||
16 | Carboline International Corporation owns 49% of Carboline Korea Ltd.; 40% of Carboline Norge A/S; 49% of StonCor Middle East LLC; 33.33% of Japan Carboline Company Ltd.; and 40% of CDC Carboline (India) Ltd. All outstanding shares of these entities are held by joint venture partners. However, 5% of the outstanding shares of Carboline Norge A/S are held by RPM Funding Corporation. | |
17 | Republic Powdered Metals, Inc. owns 100% of the outstanding Series A & D Preferred Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The remaining outstanding shares of RPM Funding Corporation are held as follows: 100% of the outstanding voting Common Stock by RPM International Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by DAP Products Inc.; 100% of the outstanding Series C Preferred Stock (non-voting) by The Euclid Chemical Company; 100% of the outstanding Series E Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series F Preferred Stock (non-voting) by The Testor Corporation; 100% of the outstanding Series G Preferred Stock (non-voting) by Tremco Incorporated; 100% of the outstanding Series H Preferred Stock (non-voting) by Weatherproofing Technologies, Inc.; 100% of the outstanding Series I Preferred Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc. | |
RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline Norge A/S, Carboline International Corporation owns 40% and 55% are held by a joint venture partner. | ||
18 | StonCor Group, Inc. owns 12.87% of the outstanding shares of RPM Holdco Corp., a Delaware corporation. The remaining outstanding shares of RPM Holdco Corp. are held as follows: Carboline Company 2.93%, DAP Holdings, LLC 1.60%, Day-Glo Color Corp. 7.33%, Dryvit Systems, Inc. 8.40%, The Euclid Chemical Company 1.27%, RPM Wood Finishes Group, Inc. 5.66%, Rust-Oleum International, LLC 15%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%. |
8
RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a Canadian unlimited liability company. Subsidiaries of RPM Canada Company are listed under Tremco Incorporated footnote. | ||
StonCor Group, Inc. owns 95% of the outstanding shares of StonCor South Cone S.A., an Argentine corporation. The remaining 5% of the outstanding shares of StonCor South Cone S.A. are held by Parklin Management Group, Inc. | ||
StonCor Group, Inc. owns 99% of the outstanding shares of Stonhard S.A., a Luxembourg corporation. The remaining 1% of the outstanding shares of Stonhard S.A. are held by Parklin Management Group, Inc. | ||
StonCor Group, Inc. owns 99.25% of the outstanding shares of Grupo StonCor, S.A. de C.V., a Mexican corporation. The remaining .75% of the outstanding shares of Grupo StonCor, S.A. de C.V. are held by Parklin Management Group, Inc. | ||
Grupo StonCor, S.A. de C.V. owns 100% of the outstanding shares of Plasite, S.A. de C.V. Mexico, a Mexican corporation and 100% of the outstanding shares of Grupo StonCor, S.A. de C.V., a Colombian corporation. | ||
Grupo StonCor, S.A. de C.V. owns .1% of the outstanding shares of Irving FRP, S.A. de C.V., a Mexican corporation The remaining 99.9% of the outstanding shares of Irving FRP, S.A. de C.V. are held by Fibergrate Composite Structures Incorporated. | ||
StonCor Group, Inc. owns 99.99% of the outstanding shares of Stonhard de Mexico S.A. de C.V., a Mexican corporation. The remaining .01% of the outstanding shares are held by Parklin Management Group, Inc. | ||
Stonhard de Mexico S.A. de C.V. owns 100% of the outstanding shares of Juarez Immobiliaria, S.A., a Mexican corporation. | ||
StonCor Group, Inc. owns .01% of the outstanding shares of StonCor Services, Ltda., a Brazilian corporation. The remaining 99.99% of the outstanding shares of StonCor Services, Ltda. are held by StonCor Corrosion Specialists Group Ltda. | ||
19 | Fibergrate Composite Structures Incorporated owns 99.9% of the outstanding shares of Irving FRP, S.A. de C.V., a Mexican corporation. The remaining .1% of the outstanding shares of Irving FRP, S.A. de C.V. are held by Grupo StonCor, S.A. de C.V. | |
20 | Parklin Management Group, Inc. owns .875% of the outstanding shares of StonCor (Deutschland) GmbH, a German corporation. Of the remaining 99.125% of the outstanding shares of StonCor (Deutshland) GmbH, 98.25% are held by RPM Canada, a General Partnership and .875% are held by RPM Canada Company. | |
StonCor (Deutschland) GmbH owns 100% of the outstanding shares of Alteco Technik GmbH, a German corporation. |
9
Alteco Technik GmbH owns 1% of the outstanding shares of Alteco Chemical-Produtos Quimicos SA, a Portuguese company. Of the remaining outstanding shares of Alteco Chemical-Produtos Quimicos SA, 96% are held by RPM/Belgium N.V. and 3% are held by three directors of Alteco Chemical-Produtos Quimicos SA | ||
Parklin Management Group, Inc. owns .75% of the outstanding shares of Grupo StonCor, S.A. de C.V., a Mexican corporation. The remaining 99.25% of the outstanding shares of Grupo StonCor, S.A. de C.V. are held by StonCor Group, Inc. | ||
Parklin Management Group, Inc. owns .01% of the outstanding shares of Stonhard de Mexico S.A. de C.V., a Mexican corporation. The remaining 99.99% of the outstanding shares of Stonhard de Mexico S.A. de C.V. are held by StonCor Group, Inc. | ||
Parklin Management Group, Inc. owns 1% of the outstanding shares of Stonhard S.A., a Luxembourg corporation. The remaining 99% of the outstanding shares of Stonhard S.A. are held by StonCor Group, Inc. | ||
Parklin Management Group, Inc. owns 5% of the outstanding shares of StonCor South Cone S.A., an Argentine corporation. The remaining 95% of the outstanding shares of StonCor South cone S.A. are held by StonCor Group, Inc. | ||
21 | StonCor Corrosion Specialists Group Ltda. owns 99.99% of the outstanding shares of StonCor Services, Ltda., a Brazilian corporation. The remaining .01% of the outstanding shares of StonCor Services, Ltda. are held by StonCor Group, Inc. | |
22 | Tremco Incorporated owns 100% of the outstanding Series G Preferred Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The remaining outstanding shares of RPM Funding Corporation are held as follows: 100% of the outstanding voting Common Stock by RPM International Inc.; 100% of the outstanding Series A Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by DAP Products Inc.; 100% of the outstanding Series C Preferred Stock (non-voting) by The Euclid Chemical Company; 100% of the outstanding Series D Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series E Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series F Preferred Stock (non-voting) by The Testor Corporation; 100% of the outstanding Series H Preferred Stock (non-voting) by Weatherproofing Technologies, Inc.; 100% of the outstanding Series I Preferred Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc. | |
RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline Norge A/S, Carboline International Corporation owns 40% and 55% are held by a joint venture partner. | ||
Tremco Incorporated owns 44.67% of the outstanding shares of RPM Holdco Corp., a Delaware corporation. The remaining outstanding shares of RPM Holdco Corp. are held as follows: Carboline Company 2.93%, DAP Holdings, LLC 1.60%, Day-Glo Color Corp. 7.33%, Dryvit |
10
Systems, Inc. 8.40%, The Euclid Chemical Company 1.27%, RPM Wood Finishes Group, Inc. 5.66%, Rust-Oleum International, LLC 15%, StonCor Group, Inc. 12.87%, and Zinsser Holdings, LLC .27%. | ||
RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a Canadian unlimited liability company. | ||
RPM Canada Company owns 100% of the outstanding Series A Preferred Stock and Series B Preferred Stock of DAP Brands Company, a Delaware corporation. DAP Holdings, LLC owns 100% of the outstanding Common Stock of DAP Brands Company. | ||
RPM Canada Company owns 100% of the outstanding Series A Preferred Stock and Series B Preferred Stock of Rust-Oleum Brands Company, a Delaware corporation. Rust-Oleum International, LLC owns 100% of the outstanding Common Stock of Rust-Oleum Brands Company. | ||
RPM Canada Company owns 100% of the outstanding Series A Preferred Stock and Series B Preferred Stock of Zinsser Brands Company, a Delaware corporation. Zinsser Holdings, LLC owns 100% of the outstanding Common Stock of Zinsser Brands Company. | ||
RPM Canada Company owns 100% of the outstanding shares of RPM Canada Investment Company, a Canadian unlimited liability company. | ||
RPM Canada Company is a 75% partner in RPM Canada, a General Partnership, an Ontario partnership. RPM Canada Investment Company is a 25% partner in RPM Canada, a General Partnership. | ||
RPM Canada Company owns 21% of the outstanding shares of Harry A. Crossland Investments, Ltd., a Nevada corporation. The remaining 79% of the outstanding shares of Harry A. Crossland Investments, Ltd. are held by The Flecto Company, Inc. | ||
Harry A. Crossland Investments, Ltd. owns 100% of the outstanding shares of Crossland Distributors Ltd., a Canadian corporation. | ||
RPM Canada, a General Partnership owns 100% of the outstanding shares of Euclid Admixture Canada Inc., a Canadian corporation. | ||
RPM Canada, a General Partnership owns 100% of the outstanding shares of A/D Fire Protection Systems Inc., a Canadian corporation. | ||
A/D Fire Protection Systems Inc. owns 50% of the outstanding shares of the following Canadian corporations: Donalco Inc., Donalco Western Inc. and 2926253 Canada Ltd./Ltd. (dba Pro Firestop). The remain 50% of the outstanding shares are held by non-RPM shareholders. | ||
RPM Canada, a General Partnership owns 100% of the outstanding shares of Tremco Limited, a United Kingdom corporation. |
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Tremco Limited owns 100% of the outstanding shares of OY Tremco Ltd., a Finnish corporation and 100% of the outstanding shares of Tretol Group Limited, a United Kingdom corporation. | ||
Tretol Group Limited owns 100% of the outstanding shares of Tretol Limited and Tretolbond Limited, both United Kingdom corporations. | ||
RPM Canada Company owns 79% of the outstanding shares of RPM Europe Holdco B.V., a Netherlands corporation. The remaining 21% of the outstanding shares of RPM Europe Holco B.V. are held by RPM Canada, a General Partnership. | ||
RPM Europe Holdco B.V. owns 100% of the outstanding shares of Rust-Oleum Netherlands B.V., StonCor Benelux B.V., and Tremco B.V., all Netherlands corporations, and RPOW U.K. Limited, a United Kingdom corporation. | ||
RPM Europe Holdco B.V. owns 96.04% of the outstanding shares of RPM/Belgium N.V., a Belgian corporation. The remaining 3.96% of the outstanding shares of RPM/Belgium N.V. are held by Tremco Incorporated. | ||
RPM Europe Holdco B.V. owns 100% of the outstanding shares of Compact Technology GmbH, a German corporation. | ||
RPM Europe Holdco B.V. owns 99.68% of the outstanding shares of Radiant Color N.V., a Belgian corporation. The remaining .32% of the outstanding shares of Radiant Color N.V. are held by Day-Glo Color Corp. | ||
Radiant Color N.V. owns 99.99% of the outstanding shares of Martin Mathys N.V., a Belgian corporation. The remaining .01% of the outstanding shares of Martin Mathys N.V. are held by RPM/Belgium N.V. | ||
Radiant Color N.V. owns 85.71% of the outstanding shares of APSA S.p.A., an Italian corporation. Of the remaining outstanding shares of APSA S.p.A., 13.57% are held by RPOW France S.A.S. and .72% are held by RPM Europe Holdco B.V. | ||
Radiant Color N.V. owns 67.86% of the outstanding shares of Ecoloc N.V., a Belgian corporation. The remaining 32.14% of the outstanding shares of Ecoloc N.V. are held by Lock-Tile Belgium N.V. | ||
Radiant Color N.V. owns 99.96% of the outstanding shares of Lock-Tile Belgium N.V., a Belgian corporation. The remaining .04% of the outstanding shares of Lock-Tile Belgium N.V. are held by RPM/Belgium N.V. | ||
RPM/Belgium N.V. owns 99.8% of the outstanding shares of Monile France S.A.R.L., a French corporation. The remaining .2% of the outstanding shares of Monile France S.A.R.L. are held by RPM/Lux Consult S.A. | ||
RPM/Belgium N.V. owns 96% of the outstanding shares of Alteco Chemical-Produtos Quimicos SA, a Portuguese corporation. Of the remaining outstanding shares of Alteco Chemical-Produtos |
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Quimicos SA, 1% are held by Alteco Technik GmbH and 3% are held by three directors of Alteco Chemical-Produtos Quimicos SA | ||
RPM Europe Holdco B.V. owns 99% of the outstanding shares of Zinsser Europe N.V., a Belgian corporation. The remaining 1% of the outstanding shares of Zinsser Europe N.V. are held by RPM/Belgium N.V. | ||
RPM Europe Holdco B.V. owns 100% of the outstanding shares of RPOW France S.A.S., a French corporation. | ||
RPM Europe Holdco B.V. owns .72% of the outstanding shares of APSA S.p.A., an Italian corporation. Of the remaining outstanding shares of APSA S.p.A., 85.71% are held by Radiant Color N.V. and 13.57% are held by RPOW France S.A.S. | ||
RPM Europe Holdco B.V. owns 99.04% of the outstanding shares of RPM Europe S.A., a Belgian corporation. The remaining .96% of the outstanding shares of RPM Europe S.A. are held by RPM/Lux Consult S.A. | ||
RPOW France S.A.S. owns 13.57% of the outstanding shares of APSA S.p.A., an Italian corporation. Of the remaining outstanding shares of APSA S.p.A., 85.71% are held by Radiant Color N.V. and .72% are held by RPM Europe Holdco B.V. | ||
RPOW France S.A.S. owns 100% of the outstanding shares of Corroline France S.A.S., a French corporation. | ||
RPOW France S.A.S. owns 100% of the outstanding shares of Rust-Oleum France S.A.S., a French corporation. | ||
RPOW France S.A.S. owns 70% of the outstanding shares of Rust-Oleum Mathys Italia S.r.l., an Italian corporation. The remaining 30% of the outstanding shares of Rust-Oleum Mathys Italia S.r.l. are held by a joint venture partner. | ||
RPOW France S.A.S. owns 99.99% of the outstanding shares of Stonhard S.A.S., a French corporation. The remaining .01% of the outstanding shares are held by Rust-Oleum France S.A.S. | ||
RPOW U.K. Limited owns 100% of the outstanding shares of each of the following United Kingdom corporations: Bondo U.K. Limited, Chemspec Europe Limited, Dryvit U.K. Limited, Fibergrate Composite Structures Limited, Mantrose U.K. Limited, RPM Holdings UK Limited, Rust-Oleum U.K. Limited and Stonhard U.K. Limited, as well as Stonhard (Ireland) Limited, an Irish corporation. | ||
Mantrose U.K. Limited owns 100% of the outstanding shares of each of Agricoat Industries Limited and Wm. Zinsser Limited, both United Kingdom corporations. | ||
RPM Holdings UK Limited owns 100% of the outstanding shares of Dore Holdings Limited, a United Kingdom corporation. |
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Dore Holdings Limited owns 100% of the outstanding shares of each of Amtred Limited and Nullifire Limited, both United Kingdom corporations. | ||
RPM Canada, a General Partnership, owns 98.25% of the outstanding shares of StonCor (Deutschland) GmbH, a German corporation. The remaining 1.75% of the outstanding shares of StonCor (Deutschland) GmbH are split equally between RPM Canada Company and Parklin Management Group, Inc., each holding .875% of the remaining outstanding shares. | ||
StonCor (Deutschland) GmbH owns 100% of the outstanding shares of Alteco Technik GmbH, a German corporation. | ||
Alteco Technik GmbH owns 1% of the outstanding shares of Alteco Chemical-Produtos Quimicos SA, a Portuguese company. Of the remaining outstanding shares of Alteco Chemical-Produtos Quimicos SA, 96% are held by RPM/Belgium N.V. and 3% are held by three directors of Alteco Chemical-Produtos Quimicos SA | ||
Tremco Incorporated owns 3.96% of the outstanding shares of RPM/Belgium N.V., a Belgian corporation. The remaining 96.04% of the outstanding shares of RPM/Belgium N.V. are held by RPM Europe Holdco B.V. | ||
RPM/Belgium N.V. owns 99.8% of the outstanding shares of Monile France S.A.R.L., a French corporation. The remaining .2% of the outstanding shares of Monile France S.A.R.L. are held by RPM/Lux Consult S.A. | ||
RPM/Belgium N.V. owns 96% of the outstanding shares of Alteco Chemical-Produtos Quimicos SA, a Portuguese corporation. Of the remaining outstanding shares of Alteco Chemical-Produtos Quimicos SA, 1% are held by Alteco Technik GmbH and 3% are held by three directors of Alteco Chemical-Produtos Quimicos SA | ||
RPM/Belgium N.V. owns .01% of the outstanding shares of Martin Mathys N.V., a Belgian corporation. The remaining 99.99% of the outstanding shares of Martin Mathys N.V. are held by Radiant Color N.V. | ||
RPM/Belgium N.V. owns 1% of the outstanding shares of Zinsser Europe N.V., a Belgian corporation. The remaining 99% of the outstanding shares of Zinsser Europe N.V. are held by RPM Europe Holdco B.V. | ||
RPM/Belgium N.V. owns .04% of the outstanding shares of Lock-Tile Belgium N.V., a Belgian corporation. The remaining 99.96% of the outstanding shares of Lock-Tile Belgium N.V. are held by Radiant Color N.V. | ||
Lock-Tile Belgium N.V. owns 32.14% of Ecoloc N.V. The remaining 67.86% of the outstanding shares of Ecoloc N.V. are held by Radiant Color N.V. | ||
Tremco Incorporated owns .0025% of the outstanding shares of Toxement S.A., a Colombian corporation. Of the remaining outstanding shares of Toxement S.A., Grandcourt N.V. owns |
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50.99%, The Euclid Chemical Company owns 49% and Euclid Chemical International Sales Corp, Redwood Transport, Inc. and Weatherproofing Technologies, Inc. each own .0025%. | ||
Tremco Incorporated owns 50% of the outstanding shares of Sime Tremco Sdn. Bhd., a Malaysian corporation. The remaining outstanding shares of Sime Tremco Sdn. Bhd. are held by a joint venture partner. | ||
Sime Tremco Sdn. Bhd. Owns 100% of the outstanding shares of each of Sime Tremco (Malaysia) Sdn. Bhd. and Sime Tremco Specialty Chemicals Sdn, Bhd., both Malaysian corporations. | ||
Tremco Incorporated owns 99.999% of the outstanding shares of Tremco Far East Limited, a Hong Kong corporation. The remaining .001% of the outstanding shares of Tremco Far East Limited are held by a director of Tremco Far East Limited. | ||
Tremco Far East Limited owns 100% of the outstanding shares of Tremco (Malaysia) Sdn. Bhd., a Malaysian corporation and 100% of the outstanding shares of Shanghai Tremco International Trading Co., Ltd., a Chinese corporation. | ||
Tremco Incorporated owns 12% of the outstanding shares of RPM/Lux Consult S.A., a Luxembourg corporation. The remaining 88% of the outstanding shares of RPM/Lux Consult S.A. are held by RPM, Inc. | ||
RPM/Lux Consult S.A. owns .2% of the outstanding shares of Monile France S.A.R.L., a French corporation. The remaining 99.8% of the outstanding shares of Monile France S.A.R.L. are held by RPM/Belgium N.V. | ||
RPM/Lux Consult S.A. owns .96% of the outstanding shares of RPM Europe S.A., a Belgian corporation. The remaining 99.04% of the outstanding shares of RPM Europe S.A. are held by RPM Europe Holdco B.V. | ||
23 | The Euclid Chemical Company owns 60% interest in Euco Densit LLC, an Ohio limited liability company. The remaining 40% interest in Euco Densit LLC is held by a joint venture partner. | |
The Euclid Chemical Company owns 100% of the outstanding Series C Preferred Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The remaining outstanding shares of RPM Funding Corporation are held as follows: 100% of the outstanding voting Common Stock by RPM International Inc.; 100% of the outstanding Series A Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by DAP Products Inc.; 100% of the outstanding Series D Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series E Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series F Preferred Stock (non-voting) by The Testor Corporation; 100% of the outstanding Series G Preferred Stock (non-voting) by Tremco Incorporated; 100% of the outstanding Series H Preferred Stock (non-voting) by Weatherproofing Technologies, Inc.; 100% of the outstanding Series I Preferred Stock (non- |
15
voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc. | ||
RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline Norge A/S, Carboline International Corporation owns 40% and 55% are held by a joint venture partner. | ||
The Euclid Chemical Company owns 1.27% of the outstanding shares of RPM Holdco Corp., a Delaware corporation. The remaining outstanding shares of RPM Holdco Corp. are held as follows: Carboline Company 2.93%, DAP Holdings, LLC 1.60%, Day-Glo Color Corp. 7.33%, Dryvit Systems, Inc. 8.40%, RPM Wood Finishes Group, Inc. 5.66%, Rust-Oleum International, LLC 15%, StonCor Group, Inc. 12.87%, Tremco Incorporated 44.67% and Zinsser Holdings, LLC .27%. | ||
RPM Holdco Corp. owns 100% of the outstanding shares of RPM Canada Company, a Canadian unlimited liability company. Subsidiaries of RPM Canada Company are listed under Tremco Incorporated footnote. | ||
The Euclid Chemical Company owns 99.997% of the outstanding shares of Eucomex S.A. de C.V., a Mexican corporation. The remaining .003% of the outstanding shares of Eucomex S.A. de C.V. are held by Redwood Transport, Inc. | ||
The Euclid Chemical Company owns 49% of the outstanding shares of Toxement S.A., a Colombian corporation. Of the remaining outstanding shares of Toxement S.A., Grandcourt N.V. owns 50.99% and Euclid Chemical International Sales Corp., Redwood Transport, Inc., Tremco Incorporated and Weatherproofing Technologies, Inc. each own .0025%. | ||
24 | Euclid Chemical International Sales Corp. owns .0025% of the outstanding shares of Toxement S.A., a Colombian corporation. Of the remaining outstanding shares of Toxement S.A., Grandcourt N.V. owns 50.99%, The Euclid Chemical Company owns 49% and Redwood Transport, Inc., Tremco Incorporated and Weatherproofing Technologies, Inc. each own .0025%. | |
25 | Grandcourt N.V. owns 50.99% of the outstanding shares of Toxement S.A., a Colombian corporation. Of the remaining outstanding shares of Toxement S.A., The Euclid Chemical Company owns 49% and Euclid Chemical International Sales Corp., Redwood Transport, Inc., Tremco Incorporated and Weatherproofing Technologies, Inc. each own .0025%. | |
26 | Redwood Transport, Inc. owns .003% of the outstanding shares of Eucomex S.A. de C.V., a Mexican corporation. The remaining 99.997% of the outstanding shares of Eucomex S.A. de C.V. are held by The Euclid Chemical Company. | |
Redwood Transport, Inc. owns .0025% of the outstanding shares of Toxement S.A., a Colombian corporation. Of the remaining outstanding shares of Toxement S.A., Grandcourt N.V. owns 50.99%, The Euclid Chemical Company owns 49% and Euclid Chemical International Sales Corp., Tremco Incorporated and Weatherproofing Technologies, Inc. each own .0025%. |
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27 | Weatherproofing Technologies, Inc. owns 100% of the outstanding Series H Preferred Stock (non-voting) of RPM Funding Corporation, a Delaware corporation. The remaining outstanding shares of RPM Funding Corporation are held as follows: 100% of the outstanding voting Common Stock by RPM International Inc.; 100% of the outstanding Series A Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series B Preferred Stock (non-voting) by DAP Products Inc.; 100% of the outstanding Series C Preferred Stock (non-voting) by The Euclid Chemical Company; 100% of the outstanding Series D Preferred Stock (non-voting) by Republic Powdered Metals, Inc.; 100% of the outstanding Series E Preferred Stock (non-voting) by Rust-Oleum Corporation; 100% of the outstanding Series F Preferred Stock (non-voting) by The Testor Corporation; 100% of the outstanding Series G Preferred Stock (non-voting) by Tremco Incorporated; 100% of the outstanding Series I Preferred Stock (non-voting) by Zinsser Co., Inc.; and 100% of the outstanding Series J Preferred Stock (non-voting) by Tremco Barrier Solutions, Inc. | |
RPM Funding Corporation owns 5% of the outstanding shares of Carboline Norge A/S, a Norwegian corporation. Of the remaining outstanding shares of Carboline Norge A/S, Carboline International Corporation owns 40% and 55% are held by a joint venture partner. | ||
Weatherproofing Technologies, Inc. owns .0025% of the outstanding shares of Toxement S.A., a Colombian corporation. Of the remaining outstanding shares of Toxement S.A., Grandcourt N.V. owns 50.99%, The Euclid Chemical Company owns 49% and Euclid Chemical International Sales Corp., Redwood Transport, Inc. and Tremco Incorporated each own .0025%. |
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/s/ Ciulla, Smith & Dale, LLP | ||||
Ciulla, Smith & Dale, LLP | ||||
1. | I have reviewed this Annual Report on Form 10-K of RPM International Inc.; | |
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date:
|
August 15, 2005 | |||
|
||||
|
/s/ Robert L. Matejka | |||
|
||||
|
Robert L. Matejka | |||
|
Vice President, Chief Financial Officer and Controller |
1. | I have reviewed this Annual Report on Form 10-K of RPM International Inc.; | |
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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and |
5. | The registrants other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting. |
Date:
|
August 15, 2005 | |||
|
||||
|
/s/ Frank C. Sullivan | |||
|
||||
|
Frank C. Sullivan | |||
|
President and Chief Executive Officer |
Dated: August 15, 2005 | /s/ Robert L. Matejka | |||
Robert L. Matejka | ||||
Vice President, Chief Financial Officer
and Controller |
||||
Dated: August 15, 2005 | /s/ Frank C. Sullivan | |||
Frank C. Sullivan | ||||
President and Chief Executive Officer | ||||