EXHIBIT 99.1 RPM ACHIEVES 23% EARNINGS GROWTH IN THIRD QUARTER 2004 - INDUSTRIAL SEGMENT SALES RISE 13% - CONSUMER SEGMENT SALES AHEAD 9% - NET INCOME, EBIT MARGINS CONTINUE TO IMPROVE; EBIT AHEAD 26% - RPM REAFFIRMS FISCAL 2004 PROJECTIONS FOR 10% TO 12% EARNINGS GROWTH MEDINA, Ohio - April 7, 2004 - RPM International Inc. (NYSE: RPM), a leading specialty coatings manufacturer, today reported continued strong performance for its 2004 fiscal year, achieving record sales and continued growth in earnings and earnings per share for its third quarter and first nine months, ended February 29, 2004. "We are very pleased to report continued year-over-year strength in both of our operating segments, despite the seasonal slowness of our third quarter," said Frank C. Sullivan, president and chief executive officer. "Our results reflect success in all three components of our growth strategy - organic growth, acquisitions and enhanced profitability." THIRD-QUARTER SALES AND EARNINGS RPM reported record net sales of $480.8 million for the third quarter of fiscal 2004, an increase of $47.2 million, or 11 percent, compared with the same period a year ago. Organic growth represented 4 percent of the sales increase, acquisition activity over the past 12 months brought 4 percent growth and the remaining 3 percent of the increase was from favorable foreign exchange rates. Both operating segments strengthened year-over-year during the third quarter. RPM's industrial segment net sales increased by 13 percent, of which 3 percent was organic, led by roofing services sales, 4 percent represented net favorable foreign exchange differences and 6 percent came from bolt-on product line acquisitions during the past year. RPM's consumer segment continued to advance, with net sales growing by 9 percent over the prior year, of which 6 percent was organic, 2 percent represented net favorable foreign exchange differences and 1 percent came from bolt-on product line acquisitions during the past year. Consolidated earnings before interest and taxes ("EBIT") grew by 26 percent to $17.1 million, reflecting the higher sales volume, increased profitability as productivity gains boosted margins and accretive acquisitions, all of which more than compensated for higher material costs and a number of growth-related investments. Industrial segment EBIT grew by 16 percent, mainly through growth in organic sales volume, especially roofing services, and contributions from accretive acquisitions, despite the impact of higher material costs. Consumer segment EBIT grew by 6 percent, as the benefit from solid sales growth was offset by the impact of higher material costs, and planned investments in growth-related initiatives. For a reconciliation of EBIT to the most comparable GAAP measure, income before income taxes, please refer to the supplemental segment information attached to this release. Third Quarter and Record Nine-Month Results April 7, 2004 Page 2 Net income grew by 23 percent to $6.0 million compared with the prior year's $4.9 million, with the margin on sales improving by 0.2%. Third-quarter earnings per common share improved to $0.05, exceeding the $0.04 a year ago by 25 percent. NINE-MONTH RESULTS For the first nine months of its 2004 fiscal year, RPM reported record net sales of $1.661 billion. This represents growth of 11 percent over last year, with organic growth of 5 percent, acquisition growth of 3 percent and 3 percent growth from favorable exchange rates. The industrial and consumer operating segments have both achieved solid year-over-year growth through nine months, increasing 12 percent and 10 percent, respectively, both including net favorable foreign exchange differences and the impact of product line bolt-on acquisitions. Consolidated EBIT grew $17.3 million, or 12 percent, over last year to $158.6 million. Growth on a consolidated basis reflects the net sales improvements, including accretive acquisitions, which more than offset higher material costs this year. Industrial segment EBIT grew by 9 percent from last year to $95.9 million, while consumer segment EBIT grew by 8 percent from last year to $91.8 million. This EBIT growth in the operating segments results from solid growth in net sales, which includes accretive acquisitions, offset partly by increases in material costs and growth-related investments. Net income in the first nine months grew by 13 percent to a record $88.9 million. Nine-month diluted earnings per common share reached a record $0.76, exceeding $0.68 a year ago by 12 percent. Strong cash flow generation from operations of $42.9 million during the third quarter brought the nine-month total to $108.8 million, an overall decrease of $8.5 million compared with the prior-year period, principally due to this year's asbestos-related payments, net of taxes, amounting to $24.2 million. Cash flows were positively impacted primarily by the $10.2 million growth in net income and the $4.5 million increase in depreciation and amortization. Capital expenditures during the first nine months were $26.2 million and, as expected, remain below depreciation of $35.3 million. Long-term debt declined $15.1 million to $709.8 million in the first nine months as the company improved its debt-to-capital ratio to 43 percent from 45 percent at its previous year end, May 31, 2003. BUSINESS OUTLOOK "We are pleased to show continuing record growth in both segments of our business, particularly during our seasonally slowest period," commented Sullivan. "We are encouraged by early signs that we will have a strong spring and a record finish to our 2004 fiscal year, allowing us to meet or exceed our original sales and earnings expectations for the year." Sullivan noted that Senate Majority Leader Bill Frist has announced plans to begin floor debate on a bill proposing federal asbestos litigation reform, known as the FAIR Act, the week of April 19. Third Quarter and Record Nine-Month Results April 7, 2004 Page 2 "As we've stated earlier, we believe that passage of this legislation would bring fairness, predictability and finality for all parties affected by asbestos exposure," Sullivan said. "Additionally, this legislation would encourage business investment and jobs creation in America's manufacturing sector. We urge all investors, institutional and individual shareholders alike, to be heard in Washington, as ultimately it is America's investors who are paying the price of this gross abuse of our legal system." WEBCAST INFORMATION RPM will host a conference call at 9:00 a.m. Eastern time on Thursday, April 8, 2004. The call may be accessed by dialing 800-299-8538 or over the Internet through RPM's web site at http://www.rpminc.com. Please access approximately 10 minutes before the call to complete registration. A replay will be available about noon Eastern time on April 8 until 8:00 p.m. Eastern time on April 15, 2004, on RPM's web site or by dialing 888-286-8010 and citing access code 54116040. A transcript of the call will also be posted on the web site as soon as possible. ABOUT RPM RPM International Inc., a holding company, owns subsidiaries that are world leaders in specialty coatings serving both industrial and consumer markets. RPM's industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and specialty chemicals. RPM's consumer products are used by professionals and do-it-yourselfers for home maintenance and improvement, automotive and boat repair and maintenance, and by hobbyists. Leading industrial brands include Stonhard, Tremco, Carboline, Day-Glo, Euco and Dryvit. Consumer brands include Zinsser, Rust-Oleum, DAP, Varathane, Bondo and Testors. For more information, contact Glenn R. Hasman, vice president - finance and communications for RPM, at 330-273-8820 or ghasman@rpminc.com. This press release contains "forward-looking statements" relating to the business of the company. These forward-looking statements, or other statements made by the company, are made based on management's expectations and beliefs concerning future events impacting the company and are subject to uncertainties and factors (including those specified below) which are difficult to predict and, in many instances, are beyond the control of the company. As a result, actual results of the company could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) general economic conditions; (b) the price and supply of raw materials, particularly titanium dioxide, certain resins, aerosols and solvents; (c) continued growth in demand for the company's products; (d) legal, environmental and litigation risks inherent in the company's construction and chemicals businesses and risks related to the adequacy of the company's existing reserves and insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon the company's 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 the company's ongoing acquisition and divestiture activities; (i) risks inherent in its contingent liability reserves, including asbestos; and other risks detailed in the company's other reports and statements filed with the Securities and Exchange Commission, including the risk factors set forth in the company's prospectus and prospectus supplement included as part of the company's Registration Statement on Form S-3 (File No. 333-108647), as the same may be amended from time to time. RPM does 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. This release includes a non-GAAP financial measure, earnings before interest and taxes (EBIT). As required by SEC rules, we have provided a reconciliation of EBIT to the most directly comparable GAAP measure (income before income taxes), which is contained in the tables of this release and on our web site at www.rpminc.com. ### CONSOLIDATED STATEMENTS OF INCOME (Unaudited) In thousands, except per share data Nine Months Ended Three Months Ended ---------------------------------------- ---------------------------------------- February 29, 2004 February 28, 2003 February 29, 2004 February 28, 2003 ----------------- ------------------- ------------------ ------------------- NET SALES $ 1,660,694 $ 1,493,943 $ 480,769 $ 433,562 Cost of sales 908,121 817,681 270,175 248,182 ----------------- ------------------- ------------------ ------------------- Gross profit 752,573 676,262 210,594 185,380 Selling, general & administrative expenses 593,962 534,902 193,496 171,766 Interest expense, net 20,761 20,290 7,767 6,102 ----------------- ------------------- ------------------ ------------------- Income before income taxes 137,850 121,070 9,331 7,512 Provision for income taxes 48,937 42,374 3,313 2,629 ----------------- ------------------- ------------------ ------------------- NET INCOME $ 88,913 $ 78,696 $ 6,018 $ 4,883 ================= =================== ================== =================== Basic earnings per share of common stock $ 0.77 $ 0.68 $ 0.05 $ 0.04 ================= =================== ================== =================== DILUTED EARNINGS PER SHARE OF COMMON STOCK $ 0.76 $ 0.68 $ 0.05 $ 0.04 ================= =================== ================== =================== Average shares of common stock outstanding - basic 115,687 115,193 115,835 115,583 ================= =================== ================== =================== Average shares of common stock outstanding - diluted 116,593 116,022 117,351 116,121 ================= =================== ================== =================== SUPPLEMENTAL SEGMENT INFORMATION (Unaudited) In thousands Nine Months Ended Three Months Ended ---------------------------------------- ---------------------------------------- February 29, 2004 February 28, 2003 February 29, 2004 February 28, 2003 ----------------- ------------------- ------------------ ------------------- NET SALES: Industrial Segment $ 911,252 $ 813,755 $ 264,754 $ 235,193 Consumer Segment 749,442 680,188 216,015 198,369 ----------------- ------------------- ------------------ ------------------- TOTAL $ 1,660,694 $ 1,493,943 $ 480,769 $ 433,562 ================= =================== ================== =================== INCOME BEFORE INCOME TAXES (A): Earnings Before Interest and Taxes (EBIT) (b) Industrial Segment $ 95,905 $ 88,160 $ 9,948 $ 8,580 Consumer Segment 91,843 85,102 17,678 16,663 Corporate/Other (29,137) (31,902) (10,528) (11,629) ----------------- ------------------- ------------------ ------------------- Total EBIT 158,611 141,360 17,098 13,614 Consoliated Interest Expense, Net (20,761) (20,290) (7,767) (6,102) ----------------- ------------------- ------------------ ------------------- TOTAL $ 137,850 $ 121,070 $ 9,331 $ 7,512 ================= =================== ================== =================== (a) The presentation includes a reconciliation of EBIT to Income Before Income Taxes, a measure defined by Generally Accepted Accounting Principles (GAAP) in the United States. (b) EBIT is defined as earnings before interest and taxes. We believe that EBIT provides one of the best comparative measures of pure operating performance, and it is a widely accepted financial indicator used by certain investors and analysts to analyze and compare companies. EBIT is not intended to represent cash flows for the period, nor is it presented as an alternative to operating income or as an indicator of operating performance. EBIT should not be considered in isolation, but with GAAP, and it is not indicative of operating income or cash flow from operations as determined by those principles. Our method of computation may or may not be comparable to other similarly titled measures of other companies. EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) In thousands Nine Months Ended ---------------------------------------- February 29, 2004 February 28, 2003 ----------------- ------------------- CASH FLOWS FROM OPERATING ACTIVITIES Net income $ 88,913 $ 78,696 Depreciation and amortization 46,784 42,285 Items not affecting cash and other (12,527) 563 Changes in operating working capital (14,389) (4,237) ----------------- ------------------- 108,781 117,307 ----------------- ------------------- CASH FLOWS FROM INVESTING ACTIVITIES Capital expenditures (26,169) (22,017) Acquisition of businesses, net of cash acquired (24,871) (19,547) ----------------- ------------------- (51,040) (41,564) ----------------- ------------------- CASH FLOWS FROM FINANCING ACTIVITIES Reductions of long-term and short-term debt (14,295) (14,922) Cash dividends (47,419) (44,123) Exercise of stock options 4,116 3,286 ----------------- ------------------- (57,598) (55,759) ----------------- ------------------- INCREASE IN CASH AND SHORT-TERM INVESTMENTS 143 19,984 ----------------- ------------------- CASH AND SHORT-TERM INVESTMENTS AT BEGINNING OF PERIOD 50,725 42,172 ----------------- ------------------- CASH AND SHORT-TERM INVESTMENTS AT END OF PERIOD $ 50,868 $ 62,156 ================= =================== CONSOLIDATED BALANCE SHEETS In thousands February 29, February 28, May 31, ASSETS 2004 2003 2003 (Unaudited) (Unaudited) ---------------- ------------------ ------------------ CURRENT ASSETS Cash and short-term investments $ 50,868 $ 62,156 $ 50,725 Trade accounts receivable 373,603 337,272 456,920 Allowance for doubtful accounts (18,460) (18,054) (17,297) -------- -------- -------- Net trade accounts receivable 355,143 319,218 439,623 Inventories 291,908 262,883 253,204 Deferred income taxes 54,284 42,441 51,285 Prepaid expenses and other current assets 137,063 121,939 133,257 ---------------- ------------------ ------------------ TOTAL CURRENT ASSETS 889,266 808,637 928,094 ---------------- ------------------ ------------------ Property Plant and Equipment, At Cost 747,977 690,564 714,009 Allowance for depreciation and amortization (381,122) (333,400) (343,220) ---------------- ------------------ ------------------ PROPERTY, PLANT AND EQUIPMENT, NET 366,855 357,164 370,789 ---------------- ------------------ ------------------ OTHER ASSETS Goodwill 649,811 601,998 631,253 Other intangible assets, net of amortization 279,799 259,876 282,949 Other 38,001 32,549 34,126 ---------------- ------------------ ------------------ TOTAL OTHER ASSETS 967,611 894,423 948,328 ---------------- ------------------ ------------------ TOTAL ASSETS $ 2,223,732 $ 2,060,224 $ 2,247,211 ================ ================== ================== LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 142,740 $ 117,004 $ 171,956 Current portion of long-term debt 2,080 4,800 1,282 Accrued compensation and benefits 68,481 63,332 77,577 Accrued loss reserves 55,777 56,292 64,230 Asbestos-related liabilities 49,579 6,829 41,583 Other accrued liabilities 62,597 53,341 59,759 Income taxes payable (10,580) 716 11,263 ---------------- ------------------ ------------------ TOTAL CURRENT LIABILITIES 370,674 302,314 427,650 ---------------- ------------------ ------------------ LONG-TERM LIABILITIES Long-term debt, less current maturities 709,753 694,774 724,846 Asbestos-related liabilities 56,370 - 103,000 Other long-term liabilities 62,578 54,355 59,951 Deferred income taxes 81,308 89,327 54,756 ---------------- ------------------ ------------------ TOTAL LONG-TERM LIABILITIES 910,009 838,456 942,553 ---------------- ------------------ ------------------ TOTAL LIABILITIES 1,280,683 1,140,770 1,370,203 ---------------- ------------------ ------------------ STOCKHOLDERS' EQUITY Preferred stock; none issued - - - Common stock (outstanding 115,952; 115,594; 115,496) 1,160 1,156 1,156 Paid-in capital 512,443 508,397 508,397 Treasury stock, at cost (135) - (1,167) Accumulated other comprehensive loss 2,295 (34,275) (17,169) Retained earnings 427,286 444,176 385,791 ---------------- ------------------ ------------------ TOTAL STOCKHOLDERS' EQUITY 943,049 919,454 877,008 ---------------- ------------------ ------------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,223,732 $ 2,060,224 $ 2,247,211 ================ ================== ==================