Management’s Discussion and Analysis Page 2
For the year ended May 31, 2008 and, to a lesser extent,
for the year ended May 31, 2007, the effective tax rate
differed from the federal statutory rate due to decreases in
the effective tax rate principally as a result of the impact of
certain foreign operations on our U.S. taxes, U.S. tax benefits
associated with the domestic manufacturing deduction and
lower effective tax rates in certain of our foreign jurisdictions.
In addition, for the year ended May 31, 2008, the effective
tax rate decreased as a result of the reversal of $2.1 million
of the valuation allowances associated with foreign tax credit
carryovers. Furthermore, during the year ended May 31, 2008,
various foreign taxing jurisdictions enacted new tax laws,
including income tax rate reductions, which resulted in a onetime
decrease in the effective tax rate of $2.8 million. The
year ended May 31, 2007 was impacted by a decrease in the
effective tax rate as a result of a one-time benefit relating to
the resolution of prior-year’s tax liabilities.
For the years ended May 31, 2008 and May 31, 2007, the
decreases in the effective tax rates were partially offset by
valuation allowances associated with losses incurred by certain
of our foreign businesses, state and local income taxes, and
other non-deductible business operating expenses. In addition,
the decreases in the effective tax rate for the year ended
May 31, 2007 were further offset by valuation allowances
associated with foreign tax credit carryforwards.
As of May 31, 2008, we have determined, based on the
available evidence, that it is uncertain whether we will be
able to recognize certain deferred tax assets. Therefore, in
accordance with the provisions of SFAS No. 109, “Accounting
for Income Taxes,” we intend to maintain the tax valuation
allowances recorded at May 31, 2008 for certain deferred
tax assets until sufficient positive evidence (for example,
cumulative positive foreign earnings or additional foreign
source income) exists to support their reversal. These valuation
allowances relate to U.S. foreign tax credit carryforwards,
certain foreign net operating losses and net foreign deferred
tax assets recorded in purchase accounting. Any reversal of
a tax valuation allowance that was recorded in purchase
accounting would be recorded as a reduction to goodwill.
The effective income tax benefit rate for the year ended
May 31, 2008 reflects the $288.1 million adjustment to our
asbestos liability. Excluding the asbestos liability adjustment,
the effective income tax rate for the year would have been
adjusted to a pro-forma effective income tax expense rate
of 28.9%. The effective income tax rate for the year ended
May 31, 2007 reflects the impact of a cash settlement with an
insurance carrier regarding asbestos-matters, which resulted
in income of $15.0 million. Excluding the asbestos-related
settlement income, the effective income tax rate for last year
would have been adjusted to a pro-forma effective income tax
rate of 32.1%.
Net Income Net income of $47.7 million for the year ended
May 31, 2008 compares to $208.3 million for the same period
last year, for a net margin on sales of 1.3% and 6.2% for
fiscal 2008 and 2007, respectively. The decline from the prior
year reflects the $185.1 million after-tax asbestos-related
liability adjustment taken during the fourth fiscal quarter of
2008. Also, the prior year figures reflect the combination of
a one-time gain of $2.1 million relating to the settlement of
prior-years’ tax liabilities and income of $9.7 million (after-tax)
related to the impact of an asbestos-related cash settlement
received from one of the defendant insurers during fiscal 2007,
as previously discussed.
Reflected in net income for fiscal 2008 is the combination
of the operating leverage related to our 3.8% organic sales
growth, the impact of favorable acquisitions throughout the
year and the net impact of higher selling prices offsetting
certain increased raw materials costs. Diluted earnings per
common share for fiscal 2008 declined by 76.2% to $0.39
from $1.64 for fiscal 2007.
Fiscal 2007 Compared with Fiscal 2006
Net Sales On a consolidated basis, net sales of $3.34 billion
for the fiscal year ended May 31, 2007 grew 11.0%, or
$330.4 million, over net sales of $3.01 billion during the fiscal
year ended May 31, 2006. The August 31, 2005 acquisition
of illbruck Sealant Systems (“illbruck”), plus nine other
smaller acquisitions, slightly offset by one small divestiture,
contributed 4.3%, or $129.9 million, to the growth over
fiscal 2006. Organic sales for fiscal 2007 contributed 6.7% to
the growth in sales from fiscal 2006, or $200.5 million, and
included 2.0% from pricing initiatives and 1.3% from net
favorable foreign exchange rates year-over-year, primarily
against the stronger euro and Canadian dollar, offset slightly
by certain weaker Latin American and other currencies.
Industrial segment net sales, which comprised 62.9% of the
fiscal 2007 consolidated net sales, totaled $2.10 billion,
which grew 15.9% from $1.81 billion from fiscal 2006. This
segment’s net sales growth resulted from the combination of
the acquisition of illbruck, plus six other smaller acquisitions,
which contributed 5.6%, plus organic sales, which added
10.3%, including 2.7% from pricing and 1.7% from net
favorable foreign exchange differences. Within the segment,
several product lines provided notable organic growth for
fiscal 2007 over fiscal 2006, including corrosion control
coatings, fiberglass reinforced plastic grating composites,
and institutional roofing and related services. Internationally,
product lines in this segment provided significant organic
growth in Europe, Canada and Latin America. There were
strong organic sales improvements throughout this segment,
with much of this growth related to ongoing industrial and
commercial maintenance and improvement activities primarily
in North America, but also in Europe, Latin America and other
regions of the world, as well as increased new construction in
those sectors.
Consumer segment net sales, which comprised 37.1% of
the fiscal 2007 consolidated net sales, increased 3.5% to
$1.24 billion from $1.20 billion during fiscal 2006. Organic
sales contributed 1.1% to the growth in sales, which included
pricing of 0.8% and 0.6% from net favorable foreign exchange
differences. Contributions to sales from acquisitions of three
product lines were slightly offset by a January 2006 divestiture,
for a net contribution of 2.4% to sales. The contribution
from organic sales in this segment slowed during fiscal 2007,
principally as a result of fluctuating order patterns among
major retail customers in their efforts to manage their
inventories, as well as declines in existing homes turnover and,
to a lesser extent, new housing starts, which have affected
several lines of the business.
Gross Profit Margin Consolidated gross profit margin of
40.8% of net sales in fiscal 2007 declined from 41.5% during
fiscal 2006. This margin decline of 0.7%, or 70 bps, was the
result of several factors, a main one being continued higher
costs of a number of our raw materials, such as asphalts and
various resins, net of higher pricing initiatives (approximately
40 bps). Numerous price increases had been initiated
throughout both operating segments during fiscal 2007 to
help compensate or recover these higher material costs, a
number of which had begun to moderate by the end of fiscal
2007. Several acquisitions, particularly illbruck, also carry
inherently lower gross margin structures and further impacted
gross margin during fiscal 2007, by approximately 20 bps. In
addition, a comparatively lower-margin mix of sales, including
increased services sales, which also generate structurally lower
gross margin, further weighed on this margin.
Industrial segment gross profit margin for fiscal 2007 declined
to 42.1% of net sales from 43.0% during fiscal 2006. This
90 bps margin decline in this segment essentially relates to
the lower-margin illbruck acquisition (approximately 20 bps);
higher raw material costs, net of higher pricing (approximately
40 bps); and the continued growth in the lower-margin, mainly
service-driven mix of sales.
Consumer segment gross profit margin for fiscal 2007 declined
to 38.4% of net sales from 39.2% during fiscal 2006, or 80 bps.
Higher raw material costs, net of higher pricing initiatives,
amounted to approximately 30 bps, while the change in
delivery terms with a major customer during the second
fiscal quarter of 2007 impacted this segment’s margins by
approximately 40 bps. The remaining difference results from
the fluctuating order patterns among major retail customers in
their efforts to manage their inventories, as well as continued
declines in existing homes turnover and new housing starts,
which have impacted several product lines within this segment.
SG&A Consolidated SG&A expense levels for fiscal 2007
improved by 100 bps to 30.6% of net sales compared with
31.6% from fiscal 2006. Reflected in the improvement is the
leverage from the 5.4% organic sales growth, including higher
pricing. Additionally, fiscal 2006 included approximately
$10.2 million of one-time costs, which included the finalization
of the Dryvit national residential class action settlement
($5.0 million), the sale of a small subsidiary ($2.7 million),
hurricane-related costs ($1.0 million), and certain costs
incurred for a European pension plan ($1.5 million). The
mix of increased service sales over the prior year, which are
characterized by relatively lower SG&A support requirements,
also contributed to the improvement. Other factors having
a favorable impact on margins included tighter spending
controls across both segments and a change in delivery terms
with a major customer, which occurred during the second fiscal
quarter of 2007 and included an arrangement whereby this
customer provides for its own shipping.
Industrial segment SG&A improved by 90 bps to 30.9% of
net sales for fiscal 2007 from 31.8% during fiscal 2006, which
principally reflects the leverage of organic sales growth of
8.6% for this segment, including higher pricing. This segment’s
recent acquisitions also had a favorable impact on fiscal 2007
results, impacting margins by approximately 10 bps.
Consumer segment SG&A of 25.9% of net sales remained
unchanged from fiscal 2006, reflecting the change in delivery
terms with a major customer, effective cost containment and
other savings programs.
Corporate/Other SG&A expenses decreased during fiscal
2007 to $49.8 million from $63.4 million for fiscal 2006,
principally reflecting $10.2 million of one-time costs during
fiscal 2006, as previously discussed. Excluding the one-time
costs from fiscal 2006, SG&A expenses were further reduced
by approximately $3.4 million during fiscal 2007, mainly from
reductions in certain employment and benefit-related costs,
including insurance and pensions. Certain other increases
in employment-related costs, including compensation and
additional grants made under the Omnibus Plan, slightly offset
these savings.
License fee and joint venture income of approximately
$2.5 million and $2.2 million for the years ended May 31,
2007 and 2006, respectively, are reflected as reductions of
consolidated SG&A expenses.
We recorded total net periodic pension and postretirement
benefit cost of $20.2 million and $19.7 million for the years
ended May 31, 2007 and 2006, respectively. This increased
pension expense of $0.5 million was attributable to increased
pension service and interest cost approximating $1.9 million,
in combination with additional net actuarial losses incurred
of $0.3 million, offset by an improvement in the expected
return on plan assets of $1.7 million. A change of 0.25% in
the discount rate or expected rate of return on plan assets
assumptions would result in $1.2 million and of $0.6 million
higher pension expense, respectively. We expect that pension
expense will fluctuate on a year-to-year basis depending upon
the investment performance of plan assets, but such changes
are not expected to be material as a percentage of income
before income taxes.
Asbestos Charge (Income) As described in Note I,
“Contingencies and Loss Reserves,” to the Consolidated
Financial Statements, we recorded a pre-tax asbestos charge
of $380.0 million for the fiscal year ended May 31, 2006 in
connection with the completion of a calculation of our liability
for unasserted potential future asbestos-related claims by an
independent consulting firm. There was no related charge
taken or incurred during the fiscal year ended May 31, 2007;
however, our Bondex subsidiary reached a cash settlement
of $15.0 million, the terms of which are confidential by
agreement of the parties, with one of our former insurance
carriers regarding asbestos-matters and recorded income
during our second fiscal quarter ended November 30, 2006.
For additional information, refer to Note I, “Contingencies and
Loss Reserves,” to the Consolidated Financial Statements.
Net Interest Expense Net interest expense was $5.7 million
higher in fiscal 2007 than 2006. Included in this increase is
$1.1 million paid in association with the early retirement of our
Private Placement Senior Notes during the fiscal quarter ended
August 31, 2006 (refer to Liquidity and Capital Resources —
Financing Activities, below). Interest rates overall averaged
5.6% during fiscal 2007, compared with 5.2% for fiscal 2006,
accounting for $3.4 million of the interest expense increase.
Higher average net borrowings associated with acquisitions,
approximating $132.5 million, were offset by interest saved
through net debt paydowns, for a net increase of $5.6 million
of interest expense. Investment income performance improved
year-over-year and provided $4.4 million of additional income
in fiscal 2007.
IBT Consolidated IBT for fiscal 2007 improved by
$430.0 million, or 351.1%, to $307.5 million from a net loss
of $122.5 million during the year ended May 31, 2006, with
margin comparisons of 9.2% of net sales versus (4.1)%.
While fiscal 2006 IBT includes a pre-tax asbestos charge of
$380.0 million, fiscal 2007 IBT includes pre-tax asbestos-related
settlement income of $15.0 million. Excluding the impact of
the asbestos-related items, IBT for fiscal 2007 would have
improved by 13.6%, while fiscal 2007 margin of 8.8% would
compare with the fiscal 2006 adjusted margin of 8.5%.
Industrial segment fiscal 2007 IBT grew by $31.9 million, or
15.8%, to $233.1 million from $201.2 million during fiscal
2006, primarily from this segment’s organic unit sales growth.
Consumer segment fiscal 2007 IBT declined by 4.8%, to
$151.5 million from $159.1 million during fiscal 2006, mainly as
a result of organic unit sales decline, excluding the favorable
impacts of pricing and foreign exchange.
For a reconciliation of IBT to earnings (loss) before interest and
taxes, see the Segment Information table located on page 25
of this Annual Report.
Income Tax Rate The effective income tax expense rate
was 32.3% for the year ended May 31, 2007 compared to an
effective income tax benefit rate of 37.8% for the year ended
May 31, 2006.
For the year ended May 31, 2007 and, to a greater extent for
the year ended May 31, 2006, the effective tax rate differed
from the federal statutory rate due to decreases in the
effective tax rate principally as a result of certain tax credits
and by the U.S. tax impact of foreign operations. Furthermore,
during the year ended May 31, 2007, a decrease in the
effective income tax expense rate resulted from a one-time
benefit relating to the resolution of prior years’ tax liabilities
in the amount of $2.1 million. The year ended May 31, 2006
was impacted by a decrease in the effective tax rate as a result
of a one-time state income tax benefit related to changes in
Ohio tax laws, including the effect of lower tax rates, enacted
on June 30, 2005.
For the year ended May 31, 2007, and to a greater extent for
the year ended May 31, 2006, the decreases in the effective tax
rate were partially offset by valuation allowances associated
with losses incurred by certain of our foreign businesses,
valuation allowances related to U.S. federal foreign tax credit
carryforwards, and state and local income taxes.
The effective income tax expense rate for the year ended
May 31, 2007 reflects the impact of a cash settlement with an
insurance carrier regarding asbestos-matters, which resulted
in income of $15.0 million. Excluding the asbestos-related
settlement income, the effective income tax expense rate
for fiscal 2007 would have been adjusted to a pro-forma
annualized effective income tax rate of 32.1%. The effective
income tax benefit rate for the year ended May 31, 2006
reflects the impact of the $380.0 million asbestos charge.
Excluding the asbestos charge, the effective income tax rate
for fiscal 2006 would have been adjusted to a pro-forma
effective income tax expense rate of 34.7%.
Net Income Net income of $208.3 million for the year ended
May 31, 2007 compares to a net loss of $76.2 million for fiscal
2006. The fiscal 2006 net loss reflects the impact of an after-tax
asbestos reserve charge of $244.3 million, while the fiscal 2007
results reflect a one-time gain of $2.1 million relating to the
settlement of fiscal 2006 liabilities, and income of $9.7 million
(after-tax) related to the impact of a cash settlement received
from one of the defendant insurers, as discussed previously.
Excluding the impact of the asbestos-related items, fiscal 2007
net income would have reflected an improvement of
$30.5 million, or 18.1%, to $198.6 million from adjusted
$168.1 million for fiscal 2006. Margin on sales of 6.0% for fiscal
2007 compares to an adjusted 5.6% for fiscal 2006, excluding
the asbestos items, with this 40 bps margin difference mostly
the result of the combination of higher organic unit sales
volume, the one-time costs during fiscal 2006, the movement
in sales mix and the influence of several favorable acquisitions.
Diluted earnings per common share for fiscal 2007 improved
by 352.3%, to $1.64 from a diluted loss per common share
of $0.65 for fiscal 2006. Excluding the asbestos-related items
previously discussed, diluted earnings per common share for
fiscal 2007 improved by 16.3%, to $1.57, compared with an
adjusted $1.35 for fiscal 2006.
liquidity and capital resources
Operating Activities
Operating activities generated cash flow of $234.7 million
during the current fiscal year compared with $202.3 million
of cash flow generated during fiscal 2007, for a net increase
of $32.4 million or 16.0%. Net income of $47.7 million for
fiscal 2008 includes the impact of the $288.1 million pre-tax
($185.1 million after-tax) increase in our provision for asbestosrelated
liabilities, while the prior-year net income reflects
pre-tax income of $15.0 million ($9.7 million after-tax) related
to an asbestos-related settlement with one of the defendant
insurers, as previously discussed.
A higher trade accounts receivable balance at the end of fiscal
2008 required $55.1 million in cash versus last year’s cash use
of $75.2 million, using approximately $20.1 million less during
fiscal 2008 versus fiscal 2007. Inventory balances increased
during fiscal 2008 and fiscal 2007, which required $28.4 million
of cash in fiscal 2008 versus $23.9 million of cash during fiscal
2007, or $4.5 million more in cash year-over-year. Finally,
we used $27.0 million more in cash on our accounts payable
compared to last year, as a result of a change in the timing of
certain payments and increased activity levels.
Cash provided from operations, along with the use of available
credit lines, as required, remain our primary sources of liquidity.
Investing Activities
Capital expenditures, other than for ordinary repairs and
replacements, are made to accommodate our continued
growth to achieve production and distribution efficiencies,
to expand capacity and to enhance our administration
capabilities. Capital expenditures of $71.8 million during fiscal
2008 compare with current-year depreciation of $62.2 million.
Capital spending is expected to outpace our depreciation
levels for the next several fiscal years as additional capacity is
brought on-line to support our continued growth. With this
additional plant expansion, we believe there will be adequate
production capacity to meet our needs for the next several
years at normal growth rates.
We invested $132.3 million for acquisitions during fiscal 2008,
which was offset by the $9.2 million in cash we received
from the businesses we acquired, for a net use of cash of
$123.1 million. Conversely, the sale of our Bondo subsidiary
during the second quarter of the current fiscal year generated
net proceeds of $44.8 million.
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 differences in the timing and
performance of their investments balanced against amounts
required to satisfy claims.
Financing Activities
On February 20, 2008 we issued and sold $250.0 million of
6.50% Notes due February 15, 2018. The proceeds were used
to repay our $100.0 million Senior Unsecured Notes due
March 1, 2008, the outstanding principal under our
$125.0 million accounts receivable securitization program and
$19.0 million in short-term borrowings under our revolving
credit facility. This new financing has strengthened our credit
profile and liquidity position, as well as lengthened the
average maturity of our outstanding debt obligations.
On December 29, 2006, we replaced our $330.0 million
revolving credit facility with a $400.0 million five-year credit
facility (the “Credit Facility”). The Credit Facility is used for
working capital needs and general corporate purposes,
including acquisitions. The Credit Facility provides for
borrowings in U.S. dollars and several foreign currencies and
provides sublimits for the issuance of letters of credit in an
aggregate amount of up to $35.0 million and a swing-line
of up to $20.0 million for short-term borrowings of less than
15 days. In addition, the size of the Credit Facility may be
expanded, subject to lender approval, upon our request by up
to an additional $175.0 million, thus potentially expanding the
Credit Facility to $575.0 million.
On July 18, 2006, we prepaid our 6.61% Senior Notes,
Series B, due November 15, 2006, and our 7.30% Senior Notes,
Series C, due November 15, 2008. We paid all amounts due
pursuant to the terms of the Purchase Agreement and did not
incur any material early termination penalties in connection
with our termination of the Notes.
We are exposed to market risk associated with interest rates.
We do not use financial derivative instruments for trading
purposes, nor do we engage in foreign currency, commodity
or interest rate speculation. Concurrent with the issuance of
our 6.7% Senior Unsecured Notes, RPM United Kingdom G.P.
entered into a cross currency swap, which fixed the interest
and principal payments in euros for the life of the 6.7% Senior
Unsecured Notes and resulted in an effective euro fixed rate
borrowing of 5.31%. In addition to hedging the risk associated
with our 6.7% Senior Unsecured Notes, our only other hedged
risks are associated with certain fixed debt, whereby we have
a $200.0 million notional amount interest rate swap contract
designated as a fair value hedge to pay floating rates of
interest, based on six-month LIBOR that matures in fiscal
2010. Because critical terms of the debt and interest rate swap
match, the hedge is considered perfectly effective against
changes in fair value of debt, and therefore, there is no need
to periodically reassess the effectiveness during the term of
the hedge.
Our available liquidity, including our cash and short-term
investments and amounts available under our committed
credit facilities, stood at $626.3 million at May 31, 2008. Our
debt-to-capital ratio was 48.6% at May 31, 2008 compared
with 47.6% at May 31, 2007. As previously mentioned,
subsequent to the end of our third fiscal quarter, we repaid
our $100.0 million Senior Unsecured Notes due March 1, 2008
with the proceeds from the issuance of the $250.0 million
6.50% Notes.
Subsequent to the end of our current fiscal year, we called for
redemption all of our outstanding Senior Convertible Notes
due May 13, 2033. Prior to the redemption, virtually all of
the holders converted their Notes into shares of our common
stock. For additional information, refer to Note L, “Subsequent
Events,” to the Consolidated Financial Statements.
The following table summarizes our financial obligations and their expected maturities at May 31, 2008 and the effect such
obligations are expected to have on our liquidity and cash flow in the periods indicated.
Contractual Obligations
The condition of the U.S. dollar fluctuated throughout
the year, and was moderately weaker against other major
currencies where we conduct operations at the fiscal year end
versus the previous year end, causing a favorable change in
the accumulated other comprehensive income (loss) (refer to
Note A) component of stockholders’ equity of $55.9 million
this year versus $26.0 million last year. The change in fiscal
2008 was in addition to net changes of $(0.5) million,
$4.8 million and $4.2 million related to adjustments required
for minimum pension and other postretirement liabilities,
unrealized gains on derivatives and unrealized gains on
securities, respectively.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financings, other
than the minimum leasing commitments described in
Note F, “Leases,” to the Consolidated Financial Statements.
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.
qulitative and quantitative disclosures
about market risk
We are exposed to market risk from changes in interest rates
and foreign currency exchange rates because we fund our
operations through long- and short-term borrowings and
denominate our business transactions in a variety of foreign
currencies. We utilize a sensitivity analysis to measure the
potential loss in earnings based on a hypothetical 1% increase
in interest rates and a 10% change in foreign currency rates.
A summary of our primary market risk exposures follows.
Interest Rate Risk
Our primary interest rate risk exposure results from our
floating rate debt, including various revolving and other lines
of credit (refer to Note B, “Borrowings”). At May 31, 2008,
approximately 30.3% of our debt was subject to floating
interest rates.
If interest rates were to increase 100 bps from May 31, 2008
and, assuming no changes in debt from the May 31, 2008
levels, the additional annual interest expense would amount
to approximately $3.3 million on a pre-tax basis. A similar
increase in interest rates in fiscal 2007 would have resulted in
approximately $4.9 million in additional interest expense.
Our hedged risks are associated with certain fixed rate
debt whereby we have a $200.0 million notional amount
interest rate swap contract designated as a fair value hedge
to pay floating rates of interest based on six-month LIBOR
that matures in fiscal 2010. Because critical terms of the
debt and interest rate swap match, the hedge is considered
perfectly effective against changes in the fair value of debt,
and therefore, there is no need to periodically reassess the
effectiveness during the term of the hedge.
All derivative instruments are recognized on the balance
sheet and measured at fair value. Changes in the fair values
of derivative instruments that do not qualify as hedges and/
or any ineffective portion of hedges are recognized as a gain
or loss in our Consolidated Statement of Income in the current
period. Changes in the fair value of derivative instruments
used effectively as fair value hedges are recognized in earnings
(losses), along with the change in the value of the hedged
item. Such derivative transactions are accounted for under
SFAS No. 133, “Accounting for Derivative Instruments and
Hedging Activities,” as amended and interpreted. We do not
hold or issue derivative instruments for speculative purposes.
Foreign Currency Risk
Our foreign sales and results of operations are subject to
the impact of foreign currency fluctuations (refer to Note A,
“Summary of Significant Accounting Policies”). As most of our
foreign operations are in countries with fairly stable currencies,
such as Belgium, Canada, France, Germany, the Netherlands
and the United Kingdom, this effect has not generally been
material. In addition, foreign debt is denominated in the
respective foreign currency, thereby eliminating any related
translation impact on earnings.
If the U.S. dollar continues to weaken, our foreign results of
operations will be positively impacted, but the effect is not
expected to be material. A 10% change in foreign currency
exchange rates would not have resulted in a material impact
to net income for the years ended May 31, 2008 and 2007.
We do not currently hedge against the risk of exchange
rate fluctuations.
forward-looking statements
The foregoing discussion 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) general economic
conditions; (b) the price, 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
liabilities, including for asbestos-related claims; 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, 2008, as the
same may be updated from time to time. We do not undertake
any obligation to publicly update or revise any forwardlooking
statements to reflect future events, information or
circumstances that arise after the date of the filing of the
report containing such statements.