07/22/2026 | Press release | Distributed by Public on 07/22/2026 13:01
Management's Discussion and Analysis of Financial Condition and Results of Operations.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our financial statements include all our majority-owned and controlled subsidiaries. Investments in less-than-majority-owned joint ventures over which we have the ability to exercise significant influence are accounted for under the equity method. Preparation of our financial statements requires the use of estimates and assumptions that affect the reported amounts of our assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We continually evaluate these estimates, including those related to our allowances for doubtful accounts; reserves for excess and obsolete inventories; allowances for recoverable sales and/or value-added taxes; uncertain tax positions; useful lives of property, plant and equipment; goodwill and other intangible assets; environmental, warranties and other contingent liabilities; income tax valuation allowances; pension plans; and the fair value of financial instruments. We base our estimates on historical experience, our most recent facts and other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of our assets and liabilities. Actual results, which are shaped by actual market conditions, may differ materially from our estimates.
We have identified below the accounting policies and estimates that are the most critical to our financial statements.
Goodwill
We test our goodwill balances at least annually, or more frequently as impairment indicators arise, at the reporting unit level. Our annual impairment assessment date has been designated as the first day of our fourth fiscal quarter. Our reporting units have been identified at the component level, which is one level below our operating segments.
We follow the Financial Accounting Standards Board ("FASB") guidance found in ASC 350 that simplifies how an entity tests goodwill for impairment. It provides an option to first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, and whether it is necessary to perform a quantitative goodwill impairment test.
We assess qualitative factors in each of our reporting units that carry goodwill. Among other relevant events and circumstances that affect the fair value of our reporting units, we assess individual factors such as:
We assess these qualitative factors to determine whether it is necessary to perform the quantitative goodwill impairment test. The quantitative process is required only if we conclude that it is more likely than not that a reporting unit's fair value is less than its carrying amount. However, we have an unconditional option to bypass a qualitative assessment and proceed directly to performing the quantitative analysis. We applied the quantitative process during our annual goodwill impairment assessments performed during the fourth quarters of fiscal 2026, 2025 and 2024.
In applying the quantitative test, we compare the fair value of a reporting unit to its carrying value. If the calculated fair value is less than the current carrying value, then impairment of the reporting unit exists. Calculating the fair value of a reporting unit requires our use of estimates and assumptions. We use significant judgment in determining the most appropriate method to establish the fair value of a reporting unit. We estimate the fair value of a reporting unit by employing various valuation techniques, depending on the availability and reliability of comparable market value indicators, and employ methods and assumptions that include the application of third-party market value indicators and the computation of discounted future cash flows determined from estimated cashflow adjustments to a reporting unit's annual projected earnings before interest, taxes, depreciation and amortization ("EBITDA"), or adjusted EBITDA, which adjusts for one-off items impacting revenues and/or expenses that are not considered by management to be indicative of ongoing operations. Our fair value estimations may include a combination of value indications from both the market and income approaches, as the income approach considers the future cash flows from a reporting unit's ongoing operations as a going concern, while the market approach considers the current financial environment in establishing fair value.
In applying the market approach, we use market multiples derived from a set of similar companies. In applying the income approach, we evaluate discounted future cash flows determined from estimated cashflow adjustments to a reporting unit's projected EBITDA. Under this approach, we calculate the fair value of a reporting unit based on the present value of estimated future cash flows. In applying the discounted cash flow methodology utilized in the income approach, we rely on a number of factors, including future business plans, actual and forecasted operating results, and market data. The significant assumptions employed under this method include discount rates; revenue growth rates, including assumed terminal growth rates; and operating margins used to project future cash flows for a reporting unit. The discount rates utilized reflect market-based estimates of capital costs and discount rates adjusted for management's assessment of a market
participant's view with respect to other risks associated with the projected cash flows of the individual reporting unit. Our estimates are based upon assumptions we believe to be reasonable, but which by nature are uncertain and unpredictable. Refer to Note A(11), "Summary of Significant Accounting Policies - Goodwill and Other Intangible Assets" and Note C, "Goodwill and Other Intangible Assets," to the Consolidated Financial Statements for additional information regarding our annual goodwill impairment assessments and the results of our annual goodwill impairment tests.
Other Long-Lived Assets
We assess identifiable, amortizable intangible and other long-lived assets for impairment whenever events or changes in facts and circumstances indicate the possibility that the carrying values of these assets may not be recoverable over their estimated remaining useful lives. Factors considered important in our assessment, which might trigger an impairment evaluation, include the following:
Measuring a potential impairment of amortizable intangible and other long-lived assets requires the use of various estimates and assumptions, including the determination of which cash flows are directly related to the assets being evaluated, the respective useful lives over which those cash flows will occur and potential residual values, if any. If we determine that the carrying values of these assets may not be recoverable based upon the existence of one or more of the above-described indicators or other factors, any impairment amounts are measured based on the projected net cash flows expected from these assets, including any net cash flows related to eventual disposition activities. The determination of any impairment losses are based on the best information available, including internal estimates of discounted cash flows, market participant assumptions, quoted market prices, when available, and independent appraisals, as appropriate, to determine fair values. Cash flow estimates are based on our historical experience and our internal business plans, with appropriate discount rates applied.
Additionally, we test indefinite-lived intangible assets for impairment at least annually during our fiscal fourth quarter. We follow the guidance provided by ASC 350 that simplifies how an entity tests indefinite-lived intangible assets for impairment. It provides an option to first assess qualitative factors to determine whether it is more likely than not that the fair value of an indefinite-lived intangible asset is less than its carrying amount before applying traditional quantitative tests. We applied both the qualitative and quantitative processes during our annual indefinite-lived intangible asset impairment assessments performed during the fourth quarter of fiscal 2026, and applied only the quantitative process during the fourth quarters of fiscal 2025 and 2024.
The annual impairment assessment involves estimating the fair value of each indefinite-lived asset and comparing it with its carrying amount. If the carrying amount of the intangible asset exceeds its fair value, we record an impairment loss equal to the difference. Calculating the fair value of the indefinite-lived assets requires our significant use of estimates and assumptions. We estimate the fair values of our intangible assets by applying a relief-from-royalty calculation, which includes discounted future cash flows related to each of our intangible asset's projected revenues. In applying this methodology, we rely on a number of factors, including actual and forecasted revenues and market data.
Refer to Note C, "Goodwill and Other Intangible Assets," to the Consolidated Financial Statements for further discussion.
Income Taxes
Our provision for income taxes is calculated using the asset and liability method, which requires the recognition of deferred income taxes. Deferred income taxes reflect the net tax effect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes and certain changes in valuation allowances. We provide valuation allowances against deferred tax assets if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
In determining the adequacy of valuation allowances, we consider cumulative and anticipated amounts of domestic and international earnings or losses of an appropriate character, anticipated amounts of foreign source income, as well as the anticipated taxable income resulting from the reversal of future taxable temporary differences. We intend to maintain any recorded valuation allowances until sufficient positive evidence (for example, cumulative positive foreign earnings or capital gain income) exists to support a reversal of the tax valuation allowances.
Further, at each interim reporting period, we estimate an effective income tax rate that is expected to be applicable for the full year. Significant judgment is involved regarding the application of global income tax laws and regulations and when projecting the jurisdictional mix of income. Additionally, interpretation of tax laws, court decisions or other guidance provided by taxing authorities influences our estimate of the effective income tax rates. As a result, our actual effective income tax rates and related income tax liabilities may differ materially from our estimated effective tax rates and related income tax liabilities. Any resulting differences are recorded in the period they become known.
Additionally, our operations are subject to various federal, state, local and foreign tax laws and regulations that govern, among other things, taxes on worldwide income. The calculation of our income tax expense is based on the best information available, including the application of currently enacted income tax laws and regulations, and involves our significant judgment. The actual income tax liability for each jurisdiction in any year can ultimately be determined, in some instances, several years after the financial statements have been published.
Our provision for income tax expense is allocated between continuing operations and other income categories, such as other comprehensive income (loss). We release the income tax effects from accumulated other comprehensive income ("AOCI") to income from continuing operations at the current tax rates when the related pretax changes are recognized. Disproportionate tax effects in AOCI are released to income tax expense only when circumstances upon which they are based cease to exist.
We also maintain accruals for estimated income tax exposures for many different jurisdictions. Tax exposures are settled primarily through the resolution of audits within each tax jurisdiction or the closing of a statute of limitation. Tax exposures and actual income tax liabilities can also be affected by changes in applicable tax laws, retroactive tax law changes or other factors, which may cause us to believe revisions of past estimates are appropriate. Although we believe that appropriate liabilities have been recorded for our income tax expense and income tax exposures, actual results may differ materially from our estimates.
During fiscal 2025, we reassessed certain of our income tax positions following developments in U.S. income tax case law. Based on this analysis and interpretation, we recognized a $43.9 million net increase to our deferred income tax assets for U.S. foreign tax credit carryforwards because of these developments. The amount recorded was our estimate of the deferred tax assets for these credits that we expect to realize during the carryforward period. It is possible that the amount recorded could be adjusted if there are changes in U.S. income tax laws, regulations, case law, guidance or other positions issued by the Internal Revenue Service. Further, the amount recorded could change based on our future results or the implementation, if any, of income tax planning.
Contingencies
We are party to various claims and lawsuits arising in the normal course of business. Although we cannot precisely predict the amount of any liability that may ultimately arise with respect to any of these matters, we record provisions when we consider the liability probable and estimable. Our provisions are based on historical experience and legal advice and are adjusted according to developments. In general, our accruals, including our accruals for environmental and warranty liabilities, discussed further below, represent the best estimate of a range of probable losses. Estimating probable losses requires the analysis of multiple factors that often depend on judgments about potential actions by third parties, such as regulators, courts, and state and federal legislatures. Changes in the amounts of our loss provisions, which can be material, affect our Consolidated Statements of Income. We evaluate our accruals at the end of each quarter, or sometimes more frequently, based on available facts, and may revise our estimates in the future based on any new information that becomes available.
Our environmental-related accruals are similarly established and/or adjusted as more information becomes available upon which costs can be reasonably estimated. Actual costs may vary from these estimates because of the inherent uncertainties involved, including the identification of new sites and the development of new information about contamination. Certain sites are still being investigated; therefore, we have been unable to fully evaluate the ultimate costs for those sites. As a result, accruals have not been estimated for certain of these sites and costs may ultimately exceed existing estimated accruals for other sites. We have received indemnities for potential environmental issues from purchasers of certain of our properties and businesses and from sellers of some of the properties or businesses we have acquired. If the indemnifying party fails to, or becomes unable to, fulfill its obligations under those agreements, we may incur environmental costs in addition to any amounts accrued, which may have a material adverse effect on our financial condition, results of operations or cash flows.
We offer warranties on many of our products, as well as long-term warranty programs at certain of our businesses, and thus have established corresponding warranty liabilities. Warranty expense is impacted by variations in local construction practices, installation conditions, and geographic and climate differences. Although we believe that appropriate liabilities have been recorded for our warranty expense, actual results may differ materially from our estimates.
Pension and Postretirement Plans
We sponsor qualified defined benefit pension plans and various other nonqualified postretirement plans. The qualified defined benefit pension plans are funded with trust assets invested in a diversified portfolio of debt and equity securities and other investments. Among other factors, changes in interest rates, investment returns and the market value of plan assets can (i) affect the level of plan funding, (ii) cause volatility in the net periodic pension cost and (iii) increase our future contribution requirements. A significant decrease in investment returns or the market value of plan assets or a significant change in interest rates could increase our net periodic pension costs and adversely affect our results of operations. A significant increase in our contribution requirements with respect to our qualified defined benefit pension plans could have an adverse impact on our cash flow.
Changes in our key plan assumptions would impact net periodic benefit expense and the projected benefit obligation for our defined benefit and various postretirement benefit plans. Based upon May 31, 2026 information, the following tables reflect the impact of a 1% change in the key assumptions applied to our defined benefit pension plans in the United States and internationally:
|
U.S. |
International |
|||||||||||||||
|
1% Increase |
1% Decrease |
1% Increase |
1% Decrease |
|||||||||||||
|
(In millions) |
||||||||||||||||
|
Discount Rate |
||||||||||||||||
|
(Decrease) increase in expense in FY 2026 |
$ |
(5.2 |
) |
$ |
5.6 |
$ |
(0.9 |
) |
$ |
1.8 |
||||||
|
(Decrease) increase in obligation as of May 31, 2026 |
$ |
(56.0 |
) |
$ |
64.9 |
$ |
(20.8 |
) |
$ |
25.7 |
||||||
|
Expected Return on Plan Assets |
||||||||||||||||
|
(Decrease) increase in expense in FY 2026 |
$ |
(7.4 |
) |
$ |
7.4 |
$ |
(1.9 |
) |
$ |
1.9 |
||||||
|
(Decrease) increase in obligation as of May 31, 2026 |
N/A |
N/A |
N/A |
N/A |
||||||||||||
|
Compensation Increase |
||||||||||||||||
|
Increase (decrease) in expense in FY 2026 |
$ |
5.2 |
$ |
(4.8 |
) |
$ |
0.9 |
$ |
(0.9 |
) |
||||||
|
Increase (decrease) in obligation as of May 31, 2026 |
$ |
22.9 |
$ |
(20.7 |
) |
$ |
3.7 |
$ |
(3.0 |
) |
||||||
Based upon May 31, 2026 information, the following table reflects the impact of a 1% change in the key assumptions applied to our various postretirement health care plans:
|
U.S. |
International |
|||||||||||
|
1% Increase |
1% Decrease |
1% Increase |
1% Decrease |
|||||||||
|
(In millions) |
||||||||||||
|
Discount Rate |
||||||||||||
|
(Decrease) increase in expense in FY 2026 |
nm |
nm |
$ |
(0.4 |
) |
$ |
0.6 |
|||||
|
(Decrease) increase in obligation as of May 31, 2026 |
nm |
nm |
$ |
(3.1 |
) |
$ |
3.9 |
|||||
|
nm - not meaningful |
||||||||||||
BUSINESS SEGMENT INFORMATION
Effective June 1, 2025, we realigned certain businesses and management structures to recognize how we allocate resources and analyze the operating performance of our operating segments. As such, we now report under three reportable segments instead of our four previous reportable segments. Our three reportable segments are: CPG, PCG and Consumer. This realignment changed our reportable segments beginning with our first quarter of fiscal 2026. As a result, historical segment results have been recast to reflect the impact of this change. See Note R, "Segment Information," of Notes to the Consolidated Financial Statements for additional detail regarding this change in reportable segments.
The following table reflects the results of our reportable segments consistent with our management philosophy, and represents the information we utilize, in conjunction with various strategic, operational and other financial performance criteria, in evaluating the performance of our portfolio of businesses.
|
SEGMENT INFORMATION |
||||||||||||
|
(In thousands) |
||||||||||||
|
Year Ended May 31, |
2026 |
2025 |
2024 |
|||||||||
|
Net Sales |
||||||||||||
|
CPG Segment |
$ |
3,069,785 |
$ |
2,874,452 |
$ |
2,827,813 |
||||||
|
PCG Segment |
2,131,914 |
1,995,816 |
1,958,606 |
|||||||||
|
Consumer Segment |
2,661,723 |
2,502,376 |
2,548,858 |
|||||||||
|
Total |
$ |
7,863,422 |
$ |
7,372,644 |
$ |
7,335,277 |
||||||
|
Income Before Income Taxes (a) |
||||||||||||
|
CPG Segment |
||||||||||||
|
Income Before Income Taxes (a) |
$ |
448,328 |
$ |
425,111 |
$ |
388,321 |
||||||
|
Interest (Expense), Net (b) |
(2,475 |
) |
(2,496 |
) |
(5,165 |
) |
||||||
|
EBIT (c) |
$ |
450,803 |
$ |
427,607 |
$ |
393,486 |
||||||
|
PCG Segment |
||||||||||||
|
Income Before Income Taxes (a) |
$ |
309,044 |
$ |
277,975 |
$ |
245,750 |
||||||
|
Interest Income, Net (b) |
3,175 |
2,734 |
5,237 |
|||||||||
|
EBIT (c) |
$ |
305,869 |
$ |
275,241 |
$ |
240,513 |
||||||
|
Consumer Segment |
||||||||||||
|
Income Before Income Taxes (a) |
$ |
362,445 |
$ |
332,827 |
$ |
403,203 |
||||||
|
Interest (Expense) Income, Net (b) |
(363 |
) |
(1,421 |
) |
2,165 |
|||||||
|
EBIT (c) |
$ |
362,808 |
$ |
334,248 |
$ |
401,038 |
||||||
|
Corporate/Other |
||||||||||||
|
(Loss) Before Income Taxes (a) |
$ |
(249,477 |
) |
$ |
(243,153 |
) |
$ |
(249,437 |
) |
|||
|
Interest (Expense), Net (b) |
(64,992 |
) |
(71,261 |
) |
(75,232 |
) |
||||||
|
EBIT (c) |
$ |
(184,485 |
) |
$ |
(171,892 |
) |
$ |
(174,205 |
) |
|||
|
Consolidated |
||||||||||||
|
Net Income |
$ |
662,483 |
$ |
690,327 |
$ |
589,442 |
||||||
|
Add: (Provision) for Income Taxes |
(207,857 |
) |
(102,433 |
) |
(198,395 |
) |
||||||
|
Income Before Income Taxes (a) |
870,340 |
792,760 |
787,837 |
|||||||||
|
Interest (Expense) |
(111,544 |
) |
(96,543 |
) |
(117,969 |
) |
||||||
|
Investment Income, Net |
46,889 |
24,099 |
44,974 |
|||||||||
|
EBIT (c) |
$ |
934,995 |
$ |
865,204 |
$ |
860,832 |
||||||
RESULTS OF OPERATIONS
The following discussion includes a comparison of Results of Operations and Liquidity and Capital Resources for the years ended May 31, 2026 and 2025. For comparisons of the years ended May 31, 2025 and 2024, see Management's Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 2025 as filed on July 24, 2025.
Net Sales
|
Fiscal year ended May 31, |
|||||||||||||||||||||
|
(In millions, except percentages) |
2026 |
2025 |
Total |
Organic |
Acquisition & Divestiture |
Foreign Currency |
|||||||||||||||
|
CPG Segment |
$ |
3,069.8 |
$ |
2,874.4 |
6.8 |
% |
4.5 |
% |
0.8 |
% |
1.5 |
% |
|||||||||
|
PCG Segment |
2,131.9 |
1,995.8 |
6.8 |
% |
4.1 |
% |
1.5 |
% |
1.2 |
% |
|||||||||||
|
Consumer Segment |
2,661.7 |
2,502.4 |
6.4 |
% |
(2.6 |
%) |
8.4 |
% |
0.6 |
% |
|||||||||||
|
Consolidated |
$ |
7,863.4 |
$ |
7,372.6 |
6.7 |
% |
2.0 |
% |
3.6 |
% |
1.1 |
% |
|||||||||
|
(1) Organic growth (decline) includes the impact of price and volume. |
|||||||||||||||||||||
Our CPG segment generated organic sales growth during fiscal 2026. This growth was driven by systems and roofing solutions serving high-performance buildings and infrastructure projects, along with strength in the concrete admixture business, partially offset by soft market conditions in select international markets and in the disaster restoration business due to reduced storm activity compared to the prior period. Favorable foreign currency translation also contributed to the sales increase.
Our PCG segment generated organic sales growth during fiscal 2026 when compared to the prior year, driven by growth in turnkey flooring solutions serving high-performance buildings, protective coatings, fireproofing coatings, food industry coatings and solutions, and specialty OEM coatings, along with strong demand in India and the Middle East. Acquisitions and favorable foreign currency translation also contributed to the sales increase.
Our Consumer segment experienced organic sales declines in fiscal 2026 due to softness in DIY and European markets, product rationalization, and weak demand in our Color Group, partially offset by improved pricing to recover cost inflation. These organic sales declines were offset by acquisitions.
Gross Profit Margin Our consolidated gross profit margin of 41.4% of net sales for fiscal 2026 was consistent with the comparable prior year period. Gross profit margin remained flat as cost inflation, inclusive of tariff-related impacts, reduced fixed-cost absorption at businesses with volume declines, unfavorable sales mix, and temporary inefficiencies due to MAP 2025 plant consolidations were offset by improved pricing to recover cost inflation and our MAP 2025 initiatives, which generated incremental savings in procurement, manufacturing and commercial excellence.
We expect that the inflationary headwinds noted above, as well as the impact from geopolitical-driven inflation, will be reflected in our results in fiscal 2027.
SG&A Expenses Our consolidated SG&A expense increased by approximately $141.6 million during fiscal 2026 versus fiscal 2025 and decreased slightly to 29.1% of net sales for fiscal 2026 from 29.2% of net sales for fiscal 2025. This increase was primarily driven by $70.2 million of additional SG&A from acquisitions, foreign currency translation, investments in growth initiatives, merit increases, as well as increased healthcare costs, commission expenses, distribution costs and a $9.7 million property, plant and equipment impairment charge in our Consumer segment as described further in Note A(6), "Summary of Significant Accounting Policies - Property, Plant & Equipment," to the Consolidated Financial Statements. This was partially offset by a $14.4 million gain on earn-out liability fair value adjustments primarily associated with the Star Brands Group acquisition, along with MAP 2025 benefits, savings from 2026 restructuring actions and decreased professional fees related to our MAP 2025 initiatives.
Our CPG segment SG&A increased approximately $68.6 million in fiscal 2026 versus fiscal 2025 and increased as a percentage of net sales. The increase was mainly due to $8.8 million of additional SG&A related to acquisitions, foreign currency translation, merit increases, increased sales compensation and increased warranty expense, partially offset by reduced bad debt expense, MAP 2025 savings and savings from 2026 restructuring actions.
Our PCG segment SG&A was approximately $5.7 million higher for fiscal 2026 versus fiscal 2025 but decreased as a percentage of net sales. The increase in expense was driven by $9.1 million of additional SG&A related to acquisitions, foreign currency translation and merit increases, partially offset by MAP 2025 savings, savings from 2026 restructuring actions and a $4.7 million expense related to the adverse legal ruling in the prior period, which did not recur as described further in Note P, "Contingencies and Other Accrued Losses," to the Consolidated Financial Statements.
Our Consumer segment SG&A increased by approximately $46.7 million during fiscal 2026 versus fiscal 2025 and increased as a percentage of net sales. The year-over-year increase in SG&A was primarily attributable to $52.3 million of additional SG&A related to acquisitions, the $9.7 million property, plant and equipment impairment charge and foreign currency translation, along with increased distribution costs and advertising costs. These increases were partially offset by a $12.7 million gain on a fair value adjustment of the earn-out liability associated with the Star Brands Group acquisition, a $4.4 million net gain on the sale of three properties that were closed as part of our MAP 2025 program and a $4.4 million bad debt expense related to a retail customer bankruptcy in the prior period that did not recur, along with MAP 2025 savings and savings from 2026 restructuring actions.
Our corporate/other category SG&A was approximately $20.6 million higher during fiscal 2026 versus fiscal 2025. This was mainly due to increased healthcare costs, insurance costs, compensation costs and higher executive departure costs, partially offset by decreased professional fees related to our MAP 2025 operational improvement initiatives and savings from 2026 restructuring actions.
The following table summarizes the retirement-related benefit plans' impact on income before income taxes for the fiscal years ended May 31, 2026 and 2025, as the service cost component has a significant impact on our SG&A expense:
|
Fiscal year ended May 31, |
||||||||||||
|
(In millions) |
2026 |
2025 |
Change |
|||||||||
|
Service cost |
$ |
50.3 |
$ |
49.3 |
$ |
1.0 |
||||||
|
Interest cost |
47.5 |
48.4 |
(0.9 |
) |
||||||||
|
Expected return on plan assets |
(63.4 |
) |
(57.6 |
) |
(5.8 |
) |
||||||
|
Amortization of: |
||||||||||||
|
Prior service (credit) cost |
(0.1 |
) |
0.2 |
(0.3 |
) |
|||||||
|
Net actuarial losses recognized |
6.0 |
9.2 |
(3.2 |
) |
||||||||
|
Curtailment/settlement losses |
0.6 |
- |
0.6 |
|||||||||
|
Total Net Periodic Pension & Postretirement Benefit Costs |
$ |
40.9 |
$ |
49.5 |
$ |
(8.6 |
) |
|||||
We expect that pension and postretirement expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, both of which are difficult to predict in light of the lingering macroeconomic uncertainties associated with tariff-related impacts and geopolitical uncertainty, but which may have a material impact on our consolidated financial results in the future. A decrease of 1% in the discount rate or the expected return on plan assets assumptions would result in $8.0 million and $9.3 million higher expense, respectively. The assumptions and estimates used to determine the discount rate and expected return on plan assets are more fully described in Note N, "Pension Plans," and Note O, "Postretirement Benefits," to our Consolidated Financial Statements. Further discussion and analysis of the sensitivity surrounding our most critical assumptions under our pension and postretirement plans is discussed above in "Critical Accounting Policies and Estimates - Pension and Postretirement Plans."
Restructuring Expense
Our MAP 2025 initiative was a multi-year restructuring plan designed to improve margins by streamlining business processes, reducing working capital, implementing commercial initiatives to drive improved mix, pricing discipline and salesforce effectiveness and improving operating efficiency. On May 31, 2025, we formally concluded MAP 2025; however, certain projects identified prior to May 31, 2025, are not yet completed. As a result, we plan to continue recognizing restructuring costs into fiscal 2027. We currently expect to incur approximately $5.3 million of future additional charges as projects related to MAP 2025 are completed.
We also incurred costs associated with our 2026 restructuring action in the second half of fiscal 2026. The initial focus of the program is eliminating SG&A costs through the structural realignment and elimination of certain levels of management, as well as certain footprint rationalization initiatives. The objective of which is to better align our resources with our strategic priorities and navigate the current economic environment. As we finalize our next multi-year MAP initiative, we will continue to identify improvement and cost savings opportunities, as well as establish the expected duration of the program. We currently expect to incur approximately $7.2 million of future additional charges related to the implementation of this initiative.
The following table summarizes restructuring charges recorded during the years ended May 31, 2026 and 2025:
|
2026 Restructuring Action |
MAP 2025 |
|||||||||||||
|
Fiscal year ended May 31, |
Fiscal year ended May 31, |
|||||||||||||
|
(In millions) |
2026 |
2025 |
2026 |
2025 |
||||||||||
|
Severance and benefit costs |
$ |
23.0 |
$ |
- |
$ |
10.8 |
$ |
17.7 |
||||||
|
Facility closure and other related costs |
1.4 |
- |
7.4 |
6.8 |
||||||||||
|
Other restructuring costs |
- |
- |
- |
0.5 |
||||||||||
|
Total Restructuring Costs |
$ |
24.4 |
$ |
- |
$ |
18.2 |
$ |
25.0 |
||||||
For further information and details about restructuring initiatives, see Note B, "Restructuring," to the Consolidated Financial Statements.
Interest Expense
|
Fiscal year ended May 31, |
||||||||
|
(In millions, except percentages) |
2026 |
2025 |
||||||
|
Interest expense |
$ |
111.5 |
$ |
96.5 |
||||
|
Average interest rate (1) |
4.24 |
% |
4.00 |
% |
||||
|
(1) The interest rate increase was a result of higher market rates on the variable cost borrowings. |
||||||||
|
(In millions) |
Change in interest |
|||
|
Acquisition-related borrowings |
$ |
27.7 |
||
|
Non-acquisition-related average borrowings |
(18.3 |
) |
||
|
Change in average interest rate |
5.6 |
|||
|
Total Change in Interest Expense |
$ |
15.0 |
||
Investment (Income), Net
See Note A(15), "Summary of Significant Accounting Policies - Investment (Income), Net," to the Consolidated Financial Statements for details.
Other (Income) Expense, Net
See Note A(16), "Summary of Significant Accounting Policies - Other (Income) Expense, Net," to the Consolidated Financial Statements for details.
Income Before Income Taxes ("IBT")
|
Fiscal year ended May 31, |
||||||||||||||
|
(In millions, except percentages) |
2026 |
% of net |
2025 |
% of net |
||||||||||
|
CPG Segment |
$ |
448.3 |
14.6 |
% |
$ |
425.1 |
14.8 |
% |
||||||
|
PCG Segment |
309.0 |
14.5 |
% |
278.0 |
13.9 |
% |
||||||||
|
Consumer Segment |
362.5 |
13.6 |
% |
332.8 |
13.3 |
% |
||||||||
|
Non-Op Segment |
(249.5 |
) |
- |
(243.1 |
) |
- |
||||||||
|
Consolidated |
$ |
870.3 |
11.1 |
% |
$ |
792.8 |
10.8 |
% |
||||||
On a consolidated basis, our results reflect improved sales, MAP 2025 operational improvements, savings from 2026 restructuring actions and improved investment returns, partially offset by unfavorable sales mix, cost inflation, temporary inefficiencies due to MAP 2025 plant consolidations, increased interest expense, increased SG&A as a result of higher healthcare costs, investments in growth initiatives and increased restructuring expense. Our CPG segment results reflect improved sales, MAP 2025 benefits and savings from 2026 restructuring actions, partially offset by temporary inefficiencies due to MAP 2025 plant consolidations, increased SG&A due to investments in growth initiatives and increased restructuring expense. Our PCG segment results reflect earnings contributed by higher sales volumes, MAP 2025 operational improvement initiatives and savings from 2026 restructuring actions, partially offset by growth investments, cost inflation, unfavorable mix and increased restructuring expense. In addition, our prior period PCG segment results reflect the $4.7 million expense related to the adverse legal ruling. Our Consumer segment results reflect the $12.7 million gain on a fair value adjustment of the earn-out liability associated with the Star Brands Group acquisition, the $4.4 million net gain on the sale of three properties that were closed as part of our MAP 2025 program, the integration of acquired businesses, MAP 2025 benefits and savings from 2026 restructuring actions. Our prior period Consumer segment results also include the $11.4 million goodwill impairment charge that did not recur. This was partially offset by the $9.7 million property, plant and equipment impairment charge, cost inflation, increased marketing expenses, and reduced fixed-cost absorption from lower volumes and temporary inefficiencies from a plant consolidation and ramp up of a shared distribution center. Our corporate/other category results reflect increased healthcare costs, compensation costs, interest expense and increased restructuring expense, partially offset by decreased professional fees related to our MAP 2025 operational improvement initiatives, improved investment returns, savings from 2026 restructuring actions and reduced pension non-service costs.
Income Tax Rate The effective income tax rate was 23.9% for fiscal 2026 compared to an effective income tax rate of 12.9% for fiscal 2025. Refer to Note H, "Income Taxes," to the Consolidated Financial Statements for the components of the effective income tax rates.
Net Income
|
Fiscal year ended May 31, |
||||||||||||||
|
(In millions, except percentages and per share amounts) |
2026 |
% of net |
2025 |
% of net |
||||||||||
|
Net income |
$ |
662.5 |
8.4 |
% |
$ |
690.3 |
9.4 |
% |
||||||
|
Net income attributable to RPM International Inc. stockholders |
661.4 |
8.4 |
% |
688.7 |
9.3 |
% |
||||||||
|
Diluted earnings per share |
5.17 |
5.35 |
||||||||||||
LIQUIDITY AND CAPITAL RESOURCES
Operating Activities
Approximately $898.7 million of cash was provided by operating activities during fiscal 2026, compared with $768.2 million of cash provided by operating activities during fiscal 2025. The net change in cash from operations includes the change in net income, which decreased by $27.8 million year over year. The prior year net income is elevated because of significant non-cash adjustments related to deferred income taxes.
The change in accounts receivable during fiscal 2026 provided approximately $64.3 million less cash than fiscal 2025. This was primarily due to the timing of sales in our CPG and Consumer segments, which generated strong sales growth at the end of fiscal 2026. Average days sales outstanding at May 31, 2026 increased to 63.7 days from 63.0 days at May 31, 2025.
During fiscal 2026, the change in inventory provided approximately $53.0 million more cash compared to our spending during fiscal 2025 as a result of improved procurement practices enabled by MAP 2025 and the use of safety stock strategically purchased during the fourth quarter of fiscal 2025 to mitigate the impact of tariffs. Average days inventory outstanding at May 31, 2026 increased to 86.5 days from 85.8 days at May 31, 2025.
The change in accounts payable during fiscal 2026 used approximately $16.4 million more cash than during fiscal 2025, but still had a favorable impact on cash flow in the current period. This is associated with working capital efficiencies enabled by MAP 2025 initiatives, including improved procurement practices. This is in comparison to more pronounced benefits realized in the comparable prior year period when these initiatives were implemented. Average days payables outstanding at May 31, 2026 increased to 94.3 days from 91.3 days at May 31, 2025.
Investing Activities
For fiscal 2026, cash used for investing activities decreased by $408.3 million to $417.2 million as compared to $825.5 million in the prior year period. This year-over-year decrease in cash used for investing activities was primarily driven by a $393.4 million decrease in cash used for business acquisitions.
We paid for capital expenditures of $223.5 million and $229.9 million during the periods ended May 31, 2026 and 2025, respectively. Our capital expenditures facilitate our continued growth, allow us to achieve production and distribution efficiencies, expand capacity, introduce new technology, improve environmental health and safety capabilities, improve information systems, and enhance our administration capabilities. We continued to invest capital spending in growth initiatives and to improve operational efficiencies in fiscal 2026.
Our captive insurance companies invest their excess cash in marketable securities in the ordinary course of conducting their operations, and this activity will continue. Differences in the amounts related to these activities on a year-over-year basis are primarily attributable to the rebalancing of the portfolio, along with differences in the timing and performance of their investments balanced against amounts required to satisfy claims. At May 31, 2026 and 2025, the fair value of our investments in marketable securities totaled $199.7 million and $159.7 million, respectively.
As of May 31, 2026, approximately $291.8 million of our consolidated cash and cash equivalents were held at various foreign subsidiaries, compared with approximately $274.9 million as of May 31, 2025. Undistributed earnings held at our foreign subsidiaries that are considered permanently reinvested will be used, for instance, to expand operations organically or for acquisitions in foreign jurisdictions. Further, our operations in the United States generate sufficient cash flow to satisfy U.S. operating requirements. Refer to Note H, "Income Taxes," to the Consolidated Financial Statements for additional information regarding unremitted foreign earnings.
Financing Activities
For fiscal 2026, financing activities used $482.2 million of cash compared to $121.9 million of cash provided from financing activities in the prior year. This was driven principally by debt-related activities. During fiscal 2026, we repaid $197.8 million on our revolving credit facility and borrowed $84.0 million on our accounts receivable securitization program ("AR Program"). In comparison, we borrowed $418.1 million on our revolving credit facilities and $60.0 million on our AR Program to finance business acquisitions, primarily driven by the acquisition of the Star Brands Group in fiscal 2025. Refer to Note G, "Borrowings," to the Consolidated Financial Statements for a discussion of significant debt-related activity that occurred in fiscal 2026 and 2025, significant components of our debt, and our available liquidity.
The following table summarizes our financial obligations and their expected maturities at May 31, 2026, and the effect such obligations are expected to have on our liquidity and cash flow in the periods indicated.
|
Contractual Obligations |
||||||||||||||||||||
|
Total Contractual |
Payments Due In |
|||||||||||||||||||
|
(In thousands) |
Payment Stream |
2027 |
2028-29 |
2030-31 |
After 2031 |
|||||||||||||||
|
Long-term debt obligations |
$ |
2,523,367 |
$ |
400,923 |
$ |
624,289 |
$ |
598,155 |
$ |
900,000 |
||||||||||
|
Finance lease obligations |
22,540 |
8,043 |
10,224 |
2,884 |
1,389 |
|||||||||||||||
|
Operating lease obligations |
512,100 |
89,954 |
131,909 |
85,118 |
205,119 |
|||||||||||||||
|
Other long-term liabilities (1): |
||||||||||||||||||||
|
Interest payments on long-term debt obligations |
703,500 |
68,275 |
106,550 |
74,700 |
453,975 |
|||||||||||||||
|
Contributions to pension and postretirement plans (2) |
320,300 |
8,700 |
20,500 |
18,500 |
272,600 |
|||||||||||||||
|
Total |
$ |
4,081,807 |
$ |
575,895 |
$ |
893,472 |
$ |
779,357 |
$ |
1,833,083 |
||||||||||
The U.S. dollar fluctuated throughout the year and was weaker against other major currencies where we conduct operations, causing a favorable change in the accumulated other comprehensive income (loss) (refer to Note K, "Accumulated Other Comprehensive Income (Loss)," to the Consolidated Financial Statements) component of stockholders' equity of $42.0 million this year versus an unfavorable change of $9.0 million last year. The change in fiscal 2026 was in addition to a favorable net change of $44.3 million related to adjustments required for minimum pension and other postretirement liabilities.
Stock Repurchase Program
Refer to Note I, "Stock Repurchase Program," to the Consolidated Financial Statements for a discussion of our stock repurchase program.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financings. We have no subsidiaries that are not included in our financial statements, nor do we have any interests in, or relationships with, any special-purpose entities that are not reflected in our financial statements.