RPM International (RPM) 8-K RPM Reports Fiscal 2016 Third-Quarter Results

Exhibit 99.1

RPM Reports Fiscal 2016 Third-Quarter Results

• Sales increase 5%, EBIT up 23% despite negative impact of foreign currency

• Net income of $19 million compares to a reported loss of $57 million in fiscal 2015 third quarter that was driven by a tax accrual

• Diluted EPS of $0.14 compares to a reported loss of $0.44 in prior year

• Full-year guidance for fiscal 2016 maintained at $2.50 per diluted share

MEDINA, OH – April 6, 2016 – RPM International Inc. (NYSE: RPM) today reported record sales and EBIT for its fiscal 2016 third quarter ended February 29, 2016, despite the strong U.S. dollar and overall weakness in many global markets outside the U.S.

Third-Quarter Results

Net sales grew 4.5% to $988.6 million in the fiscal 2016 third quarter from $946.4 million in the fiscal 2015 third quarter. Consolidated earnings before interest and taxes (EBIT) were $42.1 million, up 23.1% from $34.2 million a year ago. Net income of $18.6 million in the fiscal 2016 third quarter compares to a reported loss of $57.3 million a year ago. Third-quarter diluted earnings per common share were $0.14, compared to a year-ago reported loss of $0.44.

The year-ago loss for the quarter was due to a one-time, non-cash net charge for a tax accrual related to possible repatriation of overseas earnings to fund future obligations for the company’s Specialty Products Holding Corp. (SPHC) bankruptcy settlement. On an as-adjusted basis, earnings per diluted share were $0.20 in the prior year’s third quarter, which included a $13.0 million or $0.10 per share tax benefit.

“We were pleased with RPM’s performance during our seasonally slow third quarter, considering the headwinds posed by foreign currency translation, which reduced sales by 4.2% in the quarter, along with declining economies in a number of the international markets we serve,” stated Frank C. Sullivan, RPM chairman and chief executive officer. “We were able to leverage good sales growth into EBIT growth of 23%.”

Third-Quarter Segment Sales and Earnings

Industrial segment sales declined 3.1% to $484.0 million from $499.6 million in the fiscal 2015 third quarter. Organic sales improved 2.6%, while acquisitions added 0.7%. Foreign currency translation negatively impacted sales by 6.4%. Industrial segment EBIT for the quarter of $2.1 million, was $6.7 million below last year’s EBIT of $8.8 million. During the quarter, the industrial segment had $6.9 million in higher product warranty expenses and severance-related charges across businesses operating in weaker end markets. Excluding these items, industrial EBIT would have been up slightly year over year.

RPM Reports Fiscal 2016 Third-Quarter Results

April 6, 2016

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“Results from our industrial segment continue to be mixed by both end markets and geography. Our U.S. based industrial companies serving the commercial construction markets enjoyed high single-digit growth. However, our businesses with exposure to the global energy sector continue to be down by about 10%. Geographically, our Latin American industrial businesses showed strong organic growth in local currencies, while performance by businesses in Europe was somewhat choppy,” stated Sullivan.

Third-quarter sales in the company’s specialty segment increased 37.5% to $165.6 million from $120.4 million a year ago. Organic sales increased 7.5% and acquisitions added 31.5%, primarily a result of the inclusion of December’s results from SPHC companies that were reconsolidated with RPM at the beginning of the 2015 calendar year, along with the Morrells acquisition in March 2015. Foreign currency translation negatively impacted sales by 1.5%. Specialty segment EBIT increased 128.4% to $21.4 million from $9.4 million in the fiscal 2015 third quarter.

“Excluding the additional month of SPHC sales for December, our specialty businesses are gaining market share in a broad base of niche markets and performed well in Europe,” stated Sullivan.

Sales in RPM’s consumer segment increased 3.9% to $339.0 million from $326.4 million in the fiscal 2015 third quarter. Organic sales increased 4.6%, while acquisitions added 1.2%. Foreign currency translation negatively impacted sales by 1.9%. Consumer segment EBIT increased 10.3% to $38.8 million from $35.1 million a year ago.

“In our consumer segment, excluding the soft nail polish enamels business, organic growth was approximately 6%, fueled by recent market share gains and new product placements,” stated Sullivan.

Cash Flow and Financial Position

For the first nine months of fiscal 2016, cash from operations was $223.8 million, compared to $24.1 million in the first nine months of fiscal 2015. Capital expenditures during the current nine-month period of $54.8 million compare to $47.3 million over the same time in fiscal 2015. Total debt at the end of the first nine months of fiscal 2016 was $1.75 billion, compared to $1.87 billion a year ago and $1.66 billion at the end of fiscal 2015. RPM’s net (of cash) debt-to-total capitalization ratio was 55.3%, compared to 57.2% at February 28, 2015. During the first nine months of fiscal 2016, RPM repurchased 800,000 shares of its stock in the open market at a cost of $35.1 million.

“At February 29, 2016, RPM’s total liquidity, including cash and long-term committed available credit, was $864.5 million,” Sullivan stated. “We continue our search for strong acquisition candidates to enhance our product offerings and broaden our geographic presence, as well as investing in our future through internal growth initiatives,” stated Sullivan.

Nine-Month Results

Nine-month net sales grew 5.1% to $3.39 billion from $3.22 billion a year ago. Consolidated EBIT was $344.4 million, up 8.3% from $318.0 million a year ago. Reported net income of $201.8 million, or $1.50 per diluted share, increased 81.0% from net income of $111.5 million, or $0.84 per diluted share, in the year-ago period. Excluding fiscal 2015’s third-quarter non-cash, net tax charge, fiscal 2016 nine-month net income improved 3.5% from $195.0 million a year ago, or $1.44 per diluted share.

RPM Reports Fiscal 2016 Third-Quarter Results

April 6, 2016

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Nine-Month Segment Sales and Earnings

Sales for RPM’s industrial segment declined 4.6%, to $1.76 billion from $1.84 billion in the fiscal 2015 first nine months. Organic sales increased 2.8%, while acquisitions added 0.6%. Foreign currency translation negatively impacted sales by 8.0%. Industrial segment EBIT of $150.8 million declined 6.7% from EBIT of $161.7 million in the first nine months of fiscal 2015.

Specialty segment sales increased 98.1% to $535.9 million from $270.5 million in the first nine months a year ago. Organic sales increased 3.4% and acquisitions, primarily the SPHC reconsolidation, added 99.4%. Foreign currency translation negatively impacted sales by 4.7%. Specialty segment EBIT grew 93.5% to $78.5 million from $40.6 million in the same period a year ago.

In the consumer segment, nine-month sales declined 1.4% to $1.10 billion from $1.11 billion in the first nine months of fiscal 2015. Organic sales improved 0.4%, while acquisitions added 0.7%. Foreign currency negatively impacted sales by 2.5%. Consumer segment EBIT declined 1.8%, to $170.2 million from $173.4 million in the first nine months a year ago.

Business Outlook

“For the fourth quarter of our fiscal year, we expect consumer segment sales to grow in the mid-single-digit range. Benefits from recent market share gains and new product placements that just began impacting sales in the third quarter this year are expected to continue adding incremental sales into fiscal 2017. In our industrial segment, we expect solid growth for businesses serving the U.S. commercial construction markets to be somewhat offset by results from businesses serving the global energy sector. In our specialty segment businesses, sales growth in the mid- to upper-single-digit range will be predominately organically driven.

“While the negative impact of currency translation is diminishing slightly on a sequential basis, it will continue to challenge us. In addition, during last year’s fiscal fourth quarter, the company reversed a Synta earn-out accrual in the amount of $9.9 million, impacting EPS favorably by $0.05 per share. Taking into account all of these factors, we are maintaining our guidance for fiscal 2016 full-year results of $2.50 per diluted share,” Sullivan stated.

Webcast and Conference Call Information

Management will host a conference call to discuss these results beginning at 10:00 a.m. EDT today. The call can be accessed by dialing 888-771-4371 or 847-585-4405 for international callers. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. The call, which will last approximately one hour, will be open to the public, but only financial analysts will be permitted to ask questions. The media and all other participants will be in a listen-only mode.

RPM Reports Fiscal 2016 Third-Quarter Results

April 6, 2016

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For those unable to listen to the live call, a replay will be available from approximately 12:30 p.m. EDT today until 11:59 p.m. EDT on April 13, 2016. The replay can be accessed by dialing 888-843-7419 or 630-652-3042 for international callers. The access code is 41121751. The call also will be available both live and for replay, and as a written transcript, via the RPM web site at www.rpminc.com.

About RPM

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services across three segments. RPM’s industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and other construction chemicals. Industrial companies include Stonhard, Tremco, illbruck, Carboline, Flowcrete, and Euclid Chemical. RPM’s consumer products are used by professionals and do-it-yourselfers for home maintenance and improvement and by hobbyists. Consumer brands include Rust-Oleum, DAP, Zinsser, Varathane and Testors. RPM’s specialty products include industrial cleaners, colorants, exterior finishes, specialty OEM coatings, edible coatings, restoration services equipment and specialty glazes for the pharmaceutical and food industries. Specialty segment companies include Day-Glo, Dryvit, RPM Wood Finishes, Mantrose-Haeuser, RPM Belgium, Legend Brands, Kop-Coat, and TCI. Additional details can be found at www.rpminc.com and by following RPM on Twitter at www.twitter.com/RPMintl.

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

This press release contains “forward-looking statements” relating to our business. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us, and are subject to uncertainties and factors (including those specified below) which are difficult to predict and, in many instances, are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global markets and general economic conditions, including uncertainties surrounding the volatility in financial markets, the availability of capital and the effect of changes in interest rates, and the viability of banks and other financial institutions; (b) the prices, supply and capacity of raw materials, including assorted pigments, resins, solvents and other natural gas- and oil-based materials; packaging, including plastic containers; and transportation services, including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our construction and chemicals businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) the effect of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (h) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (i) risks related to the adequacy of our contingent liability reserves; and (j) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Annual Report on Form 10-K for the year ended May 31, 2015, as the same may be updated from time to time. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.

# # #

CONSOLIDATED STATEMENTS OF INCOME

IN THOUSANDS, EXCEPT PER SHARE DATA

(Unaudited)

	As Reported												Adjusted (1)
	Three Months Ended						Nine Months Ended						Three Months Ended			Nine Months Ended
	February 29,			February 28,			February 29,			February 28,			February 28,
	2016			2015			2016			2015			2015			2015
Net Sales	$	988,555		$	946,367		$	3,387,065		$	3,221,391		$	946,367		$	3,221,391
Cost of sales		575,593			566,629			1,947,211			1,879,317			566,629			1,879,317
Gross profit		412,962			379,738			1,439,854			1,342,074			379,738			1,342,074
Selling, general & administrative expenses		370,913			346,171			1,096,361			1,027,585			346,171			1,027,585
Interest expense		23,140			21,493			68,078			60,312			21,493			60,312
Investment (income), net		(2,909	)		(7,693	)		(8,077	)		(16,554	)		(7,693	)		(16,554	)
Other (income), net		(88	)		(660	)		(876	)		(3,524	)		(660	)		(3,524	)
Income before income taxes		21,906			20,427			284,368			274,255			20,427			274,255
Provision for income taxes		2,613			99,379			80,564			174,512			(6,847	)		68,286
Net income		19,293			(78,952	)		203,804			99,743			27,274			205,969
Less: Net income attributable to noncontrolling interests		711			(21,604	)		1,974			(11,754	)		1,118			10,968
Net income attributable to RPM International Inc. Stockholders	$	18,582		$	(57,348	)	$	201,830		$	111,497		$	26,156		$	195,001
Earnings per share of common stock attributable to RPM International Inc. Stockholders:
Basic	$	0.14		$	(0.44	)	$	1.53		$	0.84		$	0.20		$	1.47
Diluted	$	0.14		$	(0.44	)	$	1.50		$	0.84		$	0.20		$	1.44
Average shares of common stock outstanding - basic		129,068			129,795			129,506			130,039			129,795			130,039
Average shares of common stock outstanding - diluted		129,068			129,795			136,848			134,995			129,795			134,995
(1)    See attached page for reconciliation from As Reported to Adjusted figures
SUPPLEMENTAL SEGMENT INFORMATION IN THOUSANDS (Unaudited)
	Three Months Ended						Nine Months Ended
	February 29,			February 28,			February 29,			February 28,
	2016			2015			2016			2015
Net Sales:
Industrial Segment	$	484,012		$	499,594		$	1,757,542		$	1,841,714
Specialty Segment		165,559			120,403			535,928			270,516
Consumer Segment		338,984			326,370			1,093,595			1,109,161
Total	$	988,555		$	946,367		$	3,387,065		$	3,221,391
Income Before Income Taxes (a):
Industrial Segment
Income Before Income Taxes (b)	$	628		$	6,902		$	146,341		$	155,135
Interest (Expense), Net (c)		(1,448	)		(1,872	)		(4,482	)		(6,519	)
EBIT (d)	$	2,076		$	8,774		$	150,823		$	161,654
Specialty Segment
Income Before Income Taxes (b)	$	21,587		$	9,558		$	79,117		$	40,898
Interest Income, Net (c)		188			188			583			304
EBIT (d)	$	21,399		$	9,370	��	$	78,534		$	40,594
Consumer Segment
Income Before Income Taxes (b)	$	38,785		$	35,147		$	170,337		$	173,378
Interest Income (Expense), Net (c)		16			6			116			(6	)
EBIT (d)	$	38,769		$	35,141		$	170,221		$	173,384
Corporate/Other
(Expense) Before Income Taxes (b)	$	(39,094	)	$	(31,180	)	$	(111,427	)	$	(95,156	)
Interest (Expense), Net (c)		(18,987	)		(12,122	)		(56,218	)		(37,537	)
EBIT (d)	$	(20,107	)	$	(19,058	)	$	(55,209	)	$	(57,619	)
Consolidated
Income Before Income Taxes (b)	$	21,906		$	20,427		$	284,368		$	274,255
Interest (Expense), Net (c)		(20,231	)		(13,800	)		(60,001	)		(43,758	)
EBIT (d)	$	42,137		$	34,227		$	344,369		$	318,013

(a) Prior period information has been recast to reflect the current period change in reportable segments.

(b) The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by Generally Accepted Accounting Principles in the United States (GAAP), to EBIT.

(c) Interest (expense), net includes the combination of interest (expense) and investment income/(expense), net.

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

CONSOLIDATED STATEMENTS OF INCOME

RECONCILIATION OF “AS REPORTED” TO “ADJUSTED”

IN THOUSANDS, EXCEPT PER SHARE DATA

(Unaudited)

	Three Months Ended February 28, 2015
	AS REPORTED			Adjustments			ADJUSTED
Net Sales	$	946,367		$	—		$	946,367
Cost of sales		566,629			—			566,629
Gross profit		379,738			—			379,738
Selling, general & administrative expenses		346,171			—			346,171
Interest expense		21,493			—			21,493
Investment expense (income), net		(7,693	)		—			(7,693	)
Other expense (income), net		(660	)		—			(660	)
Income before income taxes		20,427			—			20,427
Provision for income taxes		99,379			(106,226	) (1)		(6,847	)
Net income (loss)		(78,952	)		106,226			27,274
Less: Net (loss) income attributable to noncontrolling interests		(21,604	)		22,722	(1)		1,118
Net (loss) income attributable to RPM International Inc. Stockholders	$	(57,348	)	$	83,504		$	26,156
(Loss) earnings per share attributable to RPM International Inc. Stockholders:
Basic	$	(0.44	)	$	0.64		$	0.20
Diluted	$	(0.44	)	$	0.64		$	0.20

(1) Reflects adjustments related to the recognition of an ASC 740-30 tax liability for the potential repatriation of foreign earnings and related impact on NCI Net Income.

	Nine Months Ended February 28, 2015
	AS REPORTED			Adjustments			ADJUSTED
Net Sales	$	3,221,391		$	—		$	3,221,391
Cost of sales		1,879,317			—			1,879,317
Gross profit		1,342,074			—			1,342,074
Selling, general & administrative expenses		1,027,585			—			1,027,585
Interest expense		60,312			—			60,312
Investment (income), net		(16,554	)		—			(16,554	)
Other expense (income), net		(3,524	)		—			(3,524	)
Income before income taxes		274,255			—			274,255
Provision for income taxes		174,512			(106,226	) (1)		68,286
Net income		99,743			106,226			205,969
Less: Net income (loss) attributable to noncontrolling interests		(11,754	)		22,722	(1)		10,968
Net income attributable to RPM International Inc. Stockholders	$	111,497		$	83,504		$	195,001
Earnings per share attributable to RPM International Inc. Stockholders:
Basic	$	0.84		$	0.63		$	1.47
Diluted	$	0.84		$	0.60		$	1.44

CONSOLIDATED BALANCE SHEETS

IN THOUSANDS

(Unaudited)

	February 29, 2016			February 28, 2015			May 31, 2015
Assets
Current Assets
Cash and cash equivalents	$	220,712		$	220,390		$	174,711
Trade accounts receivable		769,003			823,126			980,737
Allowance for doubtful accounts		(22,450	)		(25,975	)		(24,526	)
Net trade accounts receivable		746,553			797,151			956,211
Inventories		739,716			724,116			674,205
Deferred income taxes		29,042			29,644			29,892
Prepaid expenses and other current assets		194,285			255,468			264,827
Total current assets		1,930,308			2,026,769			2,099,846
Property, Plant and Equipment, at Cost		1,278,553			1,224,640			1,258,304
Allowance for depreciation		(698,902	)		(656,328	)		(668,658	)
Property, plant and equipment, net		579,651			568,312			589,646
Other Assets
Goodwill		1,182,293			1,201,112			1,215,688
Other intangible assets, net of amortization		566,977			603,398			604,130
Deferred income taxes, non-current		2,237			—			5,685
Other		186,623			155,125			179,245
Total other assets		1,938,130			1,959,635			2,004,748
Total Assets	$	4,448,089		$	4,554,716		$	4,694,240
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	367,038		$	379,975		$	512,165
Current portion of long-term debt		3,405			151,531			2,038
Accrued compensation and benefits		129,105			117,773			169,370
Accrued losses		27,581			21,808			22,016
Other accrued liabilities		255,274			182,145			197,647
Total current liabilities		782,403			853,232			903,236
Long-Term Liabilities
Long-term debt, less current maturities		1,749,823			1,716,580			1,654,037
Other long-term liabilities		609,952			706,915			752,821
Deferred income taxes		65,391			44,196			90,681
Total long-term liabilities		2,425,166			2,467,691			2,497,539
Total liabilities		3,207,569			3,320,923			3,400,775
Commitments and contingencies
Stockholders’ Equity
Preferred stock; none issued
Common stock (outstanding 132,846; 133,236; 133,203)		1,328			1,332			1,332
Paid-in capital		895,131			852,559			872,127
Treasury stock, at cost		(191,693	)		(121,312	)		(124,928	)
Accumulated other comprehensive (loss)		(497,754	)		(344,576	)		(394,135	)
Retained earnings		1,031,020			843,647			936,996
Total RPM International Inc. stockholders’ equity		1,238,032			1,231,650			1,291,392
Noncontrolling interest		2,488			2,143			2,073
Total equity		1,240,520			1,233,793			1,293,465
Total Liabilities and Stockholders’ Equity	$	4,448,089		$	4,554,716		$	4,694,240

CONSOLIDATED STATEMENTS OF CASH FLOWS

IN THOUSANDS

(Unaudited)

	Nine Months Ended
	February 29,			February 28,
	2016			2015
Cash Flows From Operating Activities:
Net income	$	203,804		$	99,743
Adjustments to reconcile net income to net cash provided by (used for) operating activities:
Depreciation		49,980			45,870
Amortization		33,151			25,961
Reversal of contingent consideration obligations		(14,500	)		(19,180	)
Deferred income taxes		(18,556	)		93,274
Stock-based compensation expense		23,000			22,443
Other non-cash interest expense		7,305			3,182
Other		1,994			(4,961	)
Changes in assets and liabilities, net of effect from purchases and sales of businesses:
Decrease in receivables		179,003			72,633
(Increase) in inventory		(81,837	)		(83,257	)
(Increase) decrease in prepaid expenses and other current and long-term assets		(13,347	)		435
(Decrease) in accounts payable		(133,841	)		(147,979	)
(Decrease) in accrued compensation and benefits		(35,202	)		(53,593	)
Increase (decrease) in accrued losses		5,948			(7,579	)
Increase in other accrued liabilities		4,696			18,801
Other		12,221			(41,678	)
Cash Provided By Operating Activities		223,819			24,115
Cash Flows From Investing Activities:
Capital expenditures		(54,819	)		(47,293	)
Acquisition of businesses, net of cash acquired		(28,926	)		(433,885	)
Purchase of marketable securities		(21,981	)		(35,033	)
Proceeds from sales of marketable securities		18,722			41,308
Other		7,430			13,126
Cash (Used For) Investing Activities		(79,574	)		(461,777	)
Cash Flows From Financing Activities:
Additions to long-term and short-term debt		116,578			526,585
Reductions of long-term and short-term debt		(19,419	)		(10,609	)
Cash dividends		(107,806	)		(101,541	)
Shares of common stock repurchased and returned for taxes		(66,765	)		(35,912	)
Payments of acquisition-related contingent consideration		(2,006	)		(24,750	)
Other		(1,239	)		1,969
Cash (Used For) Provided By Financing Activities		(80,657	)		355,742
Effect of Exchange Rate Changes on Cash andCash Equivalents		(17,587	)		(30,558	)
Net Change in Cash and Cash Equivalents		46,001			(112,478	)
Cash and Cash Equivalents at Beginning of Period		174,711			332,868
Cash and Cash Equivalents at End of Period	$	220,712		$	220,390