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Notes to Consolidated Financial Statements
May 31, 2003, 2002, 2001 - Page 2
Note B - Borrowings
A description of long-term debt follows:

Financials

At May 31, 2003, the Company had additional unused short-term lines of credit with several banks totaling $77,700,000.

The aggregate maturities of long-term debt for the five years subsequent to May 31, 2003 are as follows: 2004 - $1,282,000; 2005 - $15,712,000; 2006 - $418,912,000; 2007 - $10,044,000; 2008 - $250,087,000, including $150,042,000 of 2.75% Senior Convertible Notes based on the date of the noteholders’ first put option.

In June 2002, the Company established an accounts receivable securitization program for certain of its subsidiaries. The securitized accounts receivable are owned in their entirety by RPM Funding Corporation, a wholly owned consolidated subsidiary of the Company, and are not available to satisfy claims of the Company’s creditors until the participating banks’ obligations have been paid in full. This securitization transaction will remain on the balance sheet and allows for a maximum of $125,000,000 of borrowings. The amounts available under the program are subject to changes in the credit ratings of the Company’s customers, customer concentration levels or certain characteristics of the underlying accounts receivable.

In May 2003, the Company issued $297,000,000 face value at maturity unsecured 2.75% Senior Convertible Notes due May 13, 2033. The 2.75% Notes are convertible into 8,034,355 shares of the Company’s common stock at a price of $18.68 per share, subject to adjustment, during any fiscal quarter for which the closing price of the Company’s common stock is greater than $22.41 per share for a defined duration of time. The Notes are also convertible during any period in which the credit rating of the Notes is below a specified level or if specified corporate transactions have occurred. The 2.75% Notes are redeemable by the holder for the issuance price plus accrued original issue discount in May 2008, 2013, 2018, 2023, 2028 and 2033. Interest on the 2.75% Notes is payable at a rate of 2.75% beginning November 13, 2003 until May 13, 2008. After that date, cash interest will not be paid prior to maturity subject to certain contingencies.



Note C - Income Taxes
Consolidated income before taxes consists of the following:

Financials

A reconciliation between the actual income tax expense provided and the income tax expense computed by applying the statutory federal income rate of 35% to income before tax is as follows:

Financials

Deferred income taxes result from temporary differences in recognition of revenue and expenses for book and tax purposes. Temporary differences and carryforwards that give rise to deferred tax assets and liabilitiesas of May 31, 2003 and 2002 are displayed on the right:



Financials
Financials

Deferred tax detail above is included in the consolidated balance sheet as detailed on the left:



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