RPM International : Bank of America 2021 Virtual Agriculture & Materials Conference Presentation

Forward-Looking Statements & Regulation G

This presentation contains "Forward-Looking Statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements relate to our plans, expectations, estimates and beliefs of future events or our future financial performance and involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from those expressed or implied by any forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may," "will," "could," "would," "should," "expect," "plan," "anticipate," "target," "project," "intend," "believe," "estimate," "predict," "potential," "pro forma," "seek" or "continue" or the negative of those terms or other comparable terminology. Actual results may differ materially from expectations and are subject to certain risks and uncertainties such as those described in RPM's periodic reports and statements filed with the Securities and Exchange Commission and available through the company's website,www.rpminc.com. For example, the situation with Covid-19 is changing rapidly and cannot be predicted, but has already had impacts on our business. These impacts and other events related to COVID-19 have negatively affected, and could continue to negatively affect, our business, plans, performance, and anticipated financial results. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this presentation.

This presentation includes certain company data that do not directly conform to generally accepted accounting principles, or GAAP, and certain company data that has been restated for improved clarity, understanding and comparability, or pro forma. All non-GAAP data in this presentation are indicated by footnote. Tables reconciling such data with GAAP measures are available through our website,www.rpminc.comunder Investor Information/Presentations.

MAP to Growth

PURPOSE

To position RPM for sustained, profitable growth creating superior value for its customers, entrepreneurs, associates and shareholders.

VISION

To transform RPM into a more connected and efficient company focused on operational excellence and continuous improvement, while maintaining the strengths of its entrepreneurial culture.

GOALS

RPM is targeting improvements to:

• • $6.25 bb Revenues

• • $1.0 bb Adj. EBIT on an annualized run rate

• • $1.5 bb Return of Capital

• • Consolidated manufacturing and distribution facilities; closed 25 out of the 31 plants that were originally targeted for closure.

• • Shed $90 million of low-margin product lines as of 5/31/20 to free resources for more value-added, EBIT-accretive volume.

• • Investing in new equipment, improving production methods and leveraging internal manufacturing network to provide increased capacity and produce more efficiently.

• • Carefully consolidating production to ensure there is adequate safety stock to maintain service levels.

• • Center led procurement has narrowed and strengthen our supplier relationships.

• • Negotiated supplier contracts and secured improved pricing and terms, which positions us as a stronger strategic partner with major suppliers.

• • Focused on raw material costs in key product categories to grow earnings.

• • Maintained strong global supply chain.

• • Continuing to find categories beyond raw materials that add to the pipeline and maintain the momentum of savings (e.g., indirect spending, transportation).

• • Realigned to four operating segments, each with a new President.

• • Delayered management and streamlined workforce.

• • Transitioned to center-led legal and compliance and implemented shared services model for improved efficiencies.

• • Eliminated multiple accounting locations.

• • Consolidating 75 ERP systems to more effectively leverage data business operations.

5

WAVE 1

WAVE 2

WAVE 3

Sept 2018 - May 2019

June 2019 - May 2020

June 2020 - Dec 2020

TOTAL

• • From FY18 baseline, two-year effort has added $234MM in annualized run rate benefit, $50MM ahead of original targets

• • Wave 3 timeline extended 6 to 12 months due to Coronavirus impact/interruptions

• • Remain confident in exceeding total targeted savings of $290MM by 5/31/21

RPM Quarterly Performance

FY2019 through FY2021

Growth	Q4 2019	Q1 2020	Q2 2020	Q3 2020	Q4 2020	Q1 2021	Q2 2021
Sales	2.8%	0.9%	2.8%	2.9%	-8.9%	9.1%	6.0%
Adjusted EBIT*	22.4%	25.3%	22.0%	30.4%	-11.5%	39.8%	29.7%
Adjusted Diluted EPS*	21.6%	25.0%	31.0%	76.9%	-8.9%	51.6%	39.5%

* Adjusted EBIT growth and adjusted EPS growth are non-GAAP financial measures.

Fiscal 2021 Second-Quarter Reported Results

($ in millions, except per share amounts)

CONSOLIDATED
Three months ended	Nov 30 2020	Nov 30 2019	%
Sales	$1,486	$1,401	+6.0%
EBIT1	$179	$119	+49.8%
Net Income	$128	$77	+65.7%
Diluted EPS	$0.98	$0.59	+66.1%

SEGMENT RESULTS

CONSTRUCTION PRODUCTS GROUP

Three months ended

Nov 30 2020

Nov 30 2019

%

Sales

EBIT1

$504 $74

$500 $59

+0.8% +25.0%

PERFORMANCE COATINGS GROUP

Three months ended

Nov 30 2020

Nov 30 2019

%

Sales

EBIT1

$259 $24

$293 $33

(11.6)% (27.8)%

CONSUMER GROUP

Three months ended

Nov 30 2020

Nov 30 2019

%

Sales

EBIT1

$548 $88

$451 $35

+21.4% +156.2%

SPECIALTY PRODUCTS GROUP

Three months ended

Nov 30 2020

Nov 30 2019

%

Sales

EBIT1

$176 $28

$158 $19

+11.3% +51.7%

•

During the fiscal 2021 second quarter, RPM achieved record second-quarter sales, earnings and cash flow.

•

RPM's three of the four segments posted positive growth in the second quarter. Overall, results were outstanding on all fronts - revenue growth, margin improvement, and operating cash flow. This demonstrates a key benefit of RPM's balanced business model - diversity across its segments, where strength in one offsets weakness in another.

•

RPM continued to benefit from successful implementation of its MAP to Growth operating improvement plan, which enabled the company to leverage second-quarter sales growth into even stronger bottom-line results.

•

(1) EBIT is a non-GAAP financial measure. Refer to Appendix for reconciliations between GAAP and non-GAAP measures.

($ in millions, except per share amounts)

CONSOLIDATED
Three months ended	Nov 30 2020	Nov 30 2019	%
Sales	$1,486	$1,401	+6.0%
EBIT1	$199	$154	+29.7%
EBIT Margin1	13.4%	11.0%	+240 bps
Diluted EPS1	$1.06	$0.76	+39.5%

• • Adjusted EBIT and EBIT Margin excludes $18.6 million in charges for restructuring related to the MAP to Growth and other charges during the fiscal 2021 second quarter, as well as a $2.0 million charge for the resolution of a legacy investigation by the SEC. The same period of fiscal 2020 excludes charges of $34.4 million for restructuring and acquisition-related costs.

• • Investments resulted in a net pre-tax gain of $7.5 million for the second quarter of fiscal 2021 and $5.9 million during the same quarter last year. These gains are excluded from adjusted diluted EPS.

• • (1) Adjusted EBIT and Adjusted Diluted EPS are non-GAAP financial measures. Refer to Appendix for reconciliations between GAAP and non-GAAP measures.

CONSTRUCTION PRODUCTS GROUP
Three months ended	Nov 30 2020	Nov 30 2019	%
Sales	$504	$500	+0.8%
EBIT1	$78	$62	+26.8%
EBIT Margin1	15.6%	12.4%	+320 bps

PERFORMANCE COATINGS GROUP
Three months ended	Nov 30 2020	Nov 30 2019	%
Sales	$259	$293	(11.6)%
EBIT1	$28	$37	(24.2)%
EBIT Margin1	10.8%	12.6%	(180) bps

CONSUMER GROUP
Three months ended	Nov 30 2020	Nov 30 2019	%
Sales	$548	$451	+21.4%
EBIT1	$91	$55	+65.8%
EBIT Margin1	16.6%	12.1%	+450 bps

SPECIALTY PRODUCTS GROUP
Three months ended	Nov 30 2020	Nov 30 2019	%
Sales	$176	$158	+11.3%
EBIT1	$30	$23	+27.7%
EBIT Margin1	16.8%	14.7%	+210 bps

9

Fiscal 2021 Six-Month Reported Results

($ in millions, except per share amounts)

CONSOLIDATED
6 months ended	Nov 30 2020	Nov 30 2019	%
Sales	$3,093	$2,874	+7.6%
EBIT1	$429	$285	+50.5%
Net Income	$308	$183	+68.2%
Diluted EPS	$2.37	$1.41	+68.1%

SEGMENT RESULTS

CONSTRUCTION PRODUCTS GROUP

6 months ended

Nov 30 2020

Nov 30 2019

%

Sales

EBIT1

$1,051 $174

$1,036 $144

+1.5% +21.2%

PERFORMANCE COATINGS GROUP

6 months ended

Nov 30 2020

Nov 30 2019

%

Sales

EBIT1

$519 $53

$590 $61

(12.1)% (14.5)%

CONSUMER GROUP

6 months ended

Nov 30 2020

Nov 30 2019

%

Sales

EBIT1

$1,189 $221

$930 $94

+27.8% +135.9%

SPECIALTY PRODUCTS GROUP

6 months ended

Nov 30 2020

Nov 30 2019

%

Sales

EBIT1

$334 $49

$318 $42

+5.0% +16.5%

• • For the fiscal 2021 first half, organic sales increased 6.5%, while acquisitions added 1.4%. Foreign currency translation reduced sales by 0.3%.

• • Fiscal 2021 first-half consolidated EBIT was up 50.5%, net income increased 68.2% and diluted EPS was up 68.1%, largely due to the MAP toGrowth operating improvement program.

• • (1) EBIT is a non-GAAP financial measure. Refer to Appendix for reconciliations between GAAP and non-GAAP measures.

($ in millions, except per share amounts)

CONSOLIDATED
6 months ended	Nov 30 2020	Nov 30 2019	%
Sales	$3,093	$2,874	+7.6%
EBIT1	$468	$346	+35.3%
EBIT Margin1	15.1%	12.0%	+310 bps
Diluted EPS1	$2.50	$1.71	+46.2%

• • Adjusted EBIT and adjusted EBIT Margin excludes restructuring and other charges of $37.4 million during the fiscal 2021 second quarter, as well as a $2.0 million charge for the resolution of a legacy SEC investigation. The same period of fiscal 2020 excludes the impact of charges of $61.2 million primarily for restructuring and acquisitions.

• • Investments resulted in a net pre-tax gain of $18.1 million for the firsthalf of fiscal 2021 and $8.7 million during the same period last year.

  These gains are excluded from adjusted diluted EPS.

• • (1) Adjusted EBIT and Adjusted Diluted EPS are non-GAAP financial measures. Refer to Appendix for reconciliations between GAAP and non-GAAP measures.

CONSTRUCTION PRODUCTS GROUP
6 months ended	Nov 30 2020	Nov 30 2019	%
Sales	$1,051	$1,036	+1.5%
EBIT1	$181	$149	+21.5%
EBIT Margin1	17.2%	14.4%	+280 bps

PERFORMANCE COATINGS GROUP
6 months ended	Nov 30 2020	Nov 30 2019	%
Sales	$519	$590	(12.1)%
EBIT1	$59	$74	(20.3)%
EBIT Margin1	11.4%	12.5%	(110) bps

CONSUMER GROUP
6 months ended	Nov 30 2020	Nov 30 2019	%
Sales	$1,189	$930	+27.8%
EBIT1	$227	$116	+95.4%
EBIT Margin1	19.1%	12.5%	+660 bps

SPECIALTY PRODUCTS GROUP
6 months ended	Nov 30 2020	Nov 30 2019	%
Sales	$334	$318	+5.0%
EBIT1	$54	$52	+3.6%
EBIT Margin1	16.1%	16.3%	(20) bps

Record Cash Flow Generated in FY21

($ in millions)

SUMMARIZED CASH FLOW AND FREE CASH FLOW METRICS
6 mo Ended Nov 30 2020	6 mo Ended Nov 30 2019
Net Income	$309	$184
Stock-based Compensation	$ 21	$ 13
Depreciation & Amortization	$ 73	$ 78
Working Capital	$ 121	$ 72
Accrued Compensation & Benefits	($ 29)	($ 54)
Restructuring Charges, Net of Payments	($ 2)	($ 2)
Increase in Other Liabilities	$ 89	$ 14
All Other Items	($ 2)	($ 5)
Cash From Operating Activities	$580	$300
Capital Expenditures	($ 71)	($ 71)
Cash Dividends	($ 96)	($ 92)
Free Cash Flow Source / (Use)	$413	$ 137

5-Year and 10-Year Cumulative Total Return

Among RPM, the S&P 500 and a Customized Peer Group

RPM'S TOTAL RETURN

HAS OUTPERFORMED

the S&P 500 by 44% and its Peers by 19% over the past 10 years

This graph compares the cumulative five-year and ten-year total return provided stockholders on RPM International Inc.'s common stock relative to the cumulative total returns of the S&P 500 Index and a customized peer group of companies that includes: AkzoNobel N.V., Axalta Coating Systems Ltd., Ferro Corporation, GCP Applied Technologies Inc., H.B. Fuller Company, Masco Corporation, PPG Industries, Inc. and The Sherwin-Williams Company. An investment of $100 (with reinvestment of all dividends) is assumed to have been made in RPM common stock, the peer group, and the index on 5/31/2015 and 5/31/2010 and their relative performance is tracked through 5/31/2020.

RPM returned approximately $892 million to shareholders over prior 2 years: $367 million in cash dividends and $525 million of diluted share repurchases

*Sources: Mergent Handbook of Dividend Achievers, U.S.: Mergent Inc., July 22, 2020, ISBN 78-1641415750 and World Federation of Exchanges.

(2018 August). Number of Listed Companies. Retrieved fromhttps://www.world-exchanges.org/home/index.php/statistics/monthly-reports. BofA Global Agriculture & Materials Conf. 3/4/21 14

Entrepreneurial Approach to Customers with Leading Brands Driving Innovation and Growth Center-Led in Operations and Administration, Driving Efficiency and Continuous Improvement

Value of 168: Transparency, Trust & Respect

*Sources: Adhesive Sealant Council, Fredonia, MarketsandMarkets, Stratview Research, EIMA Members, Fior Markets, Powder Coatings Institute, Orr & Boss Consulting, Global Market Insights and company estimates and Management's estimates.

** figures may not add due to rounding

Construction Products Group $1.9 billon Fiscal 2020 Sales

GLOBAL BRANDS

REGIONAL BRANDS

Insulated Concrete Forms Construct stronger, highly energy efficient concrete structures capable of withstanding hurricanes. Nudura's new XR35 form significantly increases insulation performance.

Eucon Baracade WPT

A water-repellent admixture used to improve the durability and surface integrity of concrete that is exposed to harsh weather conditions. Won Most Innovative Product Award at World of Concrete.

Outsulation Securock ExoAir 430

A collaborative solution between Dryvit and Tremco that forms an ultimate air/water barrier for the entire building enclosure while reducing construction costs.

Performance Coatings Group

Target Markets

Manufacturing

Metals & Mining

Pulp & Paper

Technology

Bridge & Highway

Water Wastewater

Transportation

Marine

Commercial Spaces

Food & Beverage

Pharmaceutical

Healthcare

Offshore Oil & Gas

Petrochemical

Power

Renewable Energy

Pyrocrete 341

A cementitious fireproofing that provides hydrocarbon fire, jet fire and cryogenic spill protection for structural steel.

Soilok

This grout can stabilize soil, shut off water intrusion and contain hazardous material spills to prevent them from spreading below ground and into water sources.

Stoncrete EFX

A troweled, epoxy mortar system that has the look and feel of polished concrete, but with longer lasting durability and performance.

Consumer Group

Target Markets

• • User Targets: DIY/Makers, Professionals, Industrial

• • Understanding targets' needs and unmet needs drives innovation machine

• • Over 30,000 user insights have been gained in the past 24 months alone

HOME Floor Coating

A durable, two-step coating that transforms the look of outdated floors in just one day without the need for sanding, stripping or priming.

SmartCoat

Advanced paint and primer in one, a next-generation, intelligent paint line that makes painting walls easier than ever.

Eclipse Wall Repair Patches Quickly and effectively fix the most common drywall damage with no spackling, sanding or additional tools for a completely mess-free repair. 4x stronger than drywall.

TRU-CORE for Engineered Woods

Fully penetrates wood from the inside out with anti-fungal, anti-insect and other protectants.

VerdeCoat

A new "green" barrier coating specially formulated for packaging using ingredients approved for direct food contact.

Underwater Antifouling Protection Kit

Running Gear Guardian provides superior protection for all underwater metals, such as shafts and propellers, at an affordable price point.

Acquisition Program Targets Niche Businesses with Leading Brands Broadened focus beyond coatings and sealants to adjacent product categories, such as sanding, cleaning and others.
 Successful, niche businesses with leading brands  Above average gross profit margins CRITERIA  70% product line integrations  30% stand-alone with entrepreneurial leadership that stays	★ Achieve revenue synergies ★ BENEFITS ★ New channels New geographies ★ New technologies ★ Great home for entrepreneurs
BofA Global Agriculture & Materials Conf. 3/4/21 31

Intercompany Connections Drive Value Creation

Rust-Oleum and Tremco

Leveraging Rust-Oleum's retail relationships to expand the reach of Tremco's product to contractors large and small

Tremco and Fibergrate

Connect to bring new rooftop safety solutions to market

Wood Finishes and Rust-Oleum

Wood Finishes manufactures stains and coatings marketed under Rust-Oleum's Varathane brand

…RPM's products are trusted by consumers and professionals worldwide to beautify structures, protect them from harsh environments, prolong their lifecycles and enhance their sustainability.

Net Sales Cost of Sales Gross Profit SG&A

Restructuring Expense Other Expense, Net

EBIT* (non-GAAP measure) Interest Expense Investment (Income), Net Income Before Taxes Provision for Income Taxes Net Income

Less: Net Income Attributable to Noncontrolling Interests Net Income Attributable to RPM

Stockholders

Diluted EPS

2020

%

2019

%

% Change

$

1,485,915

$

1,401,292 6.0

899,743

60.6

871,894

62.2

586,172

39.4

• 529,398 37.8

  399,418

  26.9

• 403,357 28.8

  4,918

  0.3

• 4,801 0.4

  3,133

  0.2

• 1,951 0.1

178,703

12.0 119,289 8.5 49.8

21,266

1.4

26,341 1.9

(9,519)

(0.6)

(8,805) (0.6)

166,956

11.2

• 101,753 7.2

  39,072

  2.6

• 24,431 1.7

127,884

8.6

77,322 5.5 65.4

225

0.0

292 0.0

$ $

127,659

8.6 $

77,030

5.5 65.7

0.98

$

0.59 66.1

*EBIT is defined as earnings (loss) before interest and taxes. Management uses EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations.

Consolidated Statements of Income

($ in thousands, except per share and percent data) (Unaudited)

Net Sales Cost of Sales Gross Profit SG&A

Restructuring Expense Other Expense, Net

EBIT* (non-GAAP measure) Interest Expense Investment (Income), Net Income Before Taxes Provision for Income Taxes Net Income

Less: Net Income Attributable to Noncontrolling Interests Net Income Attributable to RPM

Stockholders

Diluted EPS

2020

Six Months Ended November 30

%

2019

%

% Change

$

3,092,586

• 1,852,759 59.9

$

2,874,056 7.6 1,769,904 61.6

1,239,827

40.1 25.7

• 1,104,152 38.4

  795,370

• 803,923 28.0

  9,151

  0.3 0.2

• 11,423 0.4

  6,251

• 3,736 0.1

429,055

13.9 285,070 9.9 50.5

43,011

1.4

54,658 1.9

(22,281)

(0.7)

• (14,190) (0.5)

  408,325

  13.2

• 244,602 8.5

  99,655

  3.2

• 60,784 2.1

308,670

10.0

183,818 6.4 67.9

416

0.0

600 0.0

$ $

308,254

10.0 $

183,218

6.4 68.2

2.37

$

1.41 68.1

*EBIT is defined as earnings (loss) before interest and taxes. Management uses EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations.

Non-GAAP Financial Measures

The following are the non-GAAP financial measures used in this presentation:

• • EBIT is defined as earnings (loss) before interest and taxes. Management uses EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations. Tables reconciling this non-GAAP data with GAAP measures are available in the appendix of this presentation.

• • Adjusted EBIT is defined as earnings (loss) before interest and taxes, adjusted for items that management does not consider to be indicative of ongoing operations. Management uses Adjusted EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations. Tables reconciling this non-GAAP data with GAAP measures are available in the appendix of this presentation.

• • Adjusted Diluted EPS is provided for the purpose of adjusting diluted earnings per share for items impacting earnings that are not considered by management to be indicative of ongoing operations. For example, investment returns including realized net gains and losses on sales of investments and unrealized net gains and losses on equity securities are excluded from the calculation of Adjusted Diluted EPS due to their inherent volatility. Management does not consider these gains and losses, which cannot be predicted with any level of certainty, to be reflective of the company's core business operations.

Free Cash Flow Generation (Non-GAAP Measure)

($ in thousands)

Fiscal Year Ended May 31,2020

2019

2018

2017

2016

Cash Flows from Operating Activities: Net income

$

Depreciation and amortization

305,082 $ 156,842

267,687 $ 141,742

339,257 $

184,671 $ 357,458

128,499 116,773 111,039

Working capital and all other operating activities Cash Flow from Operations (GAAP)

87,995 (116,488)

(77,373)

84,683 6,209

549,919

292,941

390,383

386,127

474,706

Cash Flows from Investing Activities: Capital expenditures

(147,756)

(136,757)

(114,619)

• (126,109) (117,183)

  Cash Flows from Financing Activities: Dividends

  Free Cash Flow (non-GAAP measure) All other investing activities

  (185,101) 217,062 (61,857)

  (181,409)

  (167,476)

  • (25,225) 108,288

• (156,752) (144,350) 103,266 213,173

(111,489)

All other financing activities

• (131,769) 127,567

  (146,574) (71,900)

  • (213,556) (48,683)

  • 192,723 (61,755)

    Effect of exchange rate changes on cash and short-term investments

• (13,188) (12,107)

4,111

• 2,912 (12,294)

Net increase (decrease) in cash and short-term investments (GAAP)

$

10,248 $

(21,254) $

(106,075) $

85,345 $

90,441

Management views Free Cash Flow, a non-GAAP measure, as an excellent reflection of RPM's remaining cash flow to be used to acquire complementary businesses, reduce debt levels, or a combination there of, after supporting the organic growth needs of its businesses, including their working capital and capital expenditure needs, and after supporting RPM's dividend program.

Adjustments Detail

• (a) Inventory related charges reflect the following in fiscal 2021: Charges recorded in Cost of Goods Sold that reflect product line and SKU rationalization at our Consumer Segment and the reversal of prior period product line and SKU rationalization inventory charges due to the sale of immaterial amounts of previously reserved inventory at our Consumer Segment; Inventory related charges reflect the following in fiscal 2020: Charges recorded in Cost of Goods Sold that reflect product line and SKU rationalization at our Consumer Segment, as well as inventory write-offs in connection with restructuring activities at our Construction Products and Performance Coatings segments.

• (b) Reflects restructuring charges, including headcount reductions, closures of facilities and related costs, and accelerated vesting of equity awards in connection with key executives, all in relation to our Margin Acceleration Plan ("MAP to Growth").

• (c) Includes accelerated depreciation and amortization expense related to the shortened useful lives of facilities and equipment, ERP systems, and intangible that are currently in use, but are in the process of being retired associated with various MAP to Growth initiatives including facility closures, exiting a business, and ERP consolidation.

• (d) Reflects the increase in our allowance for doubtful accounts deemed uncollectible as a result of a change in market and leadership strategy, offset by subsequent collections.

• (e) Includes implementation costs associated with our ERP consolidation plan.

• (f) Comprises professional fees incurred in connection with our MAP to Growth.

• (g) Acquisition costs reflect amounts included in gross profit for inventory step-ups.

• (h) Reflects unusual compensation costs recorded during fiscal 2021 and 2020 that resulted from executive departures related to our MAP to Growth, including stock and deferred compensation plan arrangements.

• (i) Reflects unusual compensation costs, net of insurance proceeds that resulted from executive departures unrelated to our MAP to Growth

• (j) Reflects true-up of reserves related to prior period gains or losses incurred upon divestiture of a business and/or assets.

• (k) Reflects charges related to the discontinuation of a product line targeting OEM markets and related prepaid asset and inventory write-off, offset by subsequent recoveries. This resulted from ongoing product line rationalization efforts in connection with our MAP to Growth.

• (l) Reflects the favorable adjustment as a result of the resolution of a contingent liability related to a FY18 charge to exit our Flowcrete business in China.

• (m) Reflects charges related to the Final Judgment entered by the Court, resolving our legacy "SEC Investigation & Enforcement Action."

• (n) Investment returns include realized net gains and losses on sales of investments and unrealized net gains and losses on equity securities, which are adjusted due to their inherent volatility. Management does not consider these gains and losses, which cannot be predicted with any level of certainty, to be reflective of the company's core business operations.

Reconciliation of Reported Earnings per Diluted Share to Adjusted Earnings per Diluted Share (All amounts presented after-tax):Three Months Ended November 30

2020

2019

Reported Earnings per Diluted Share

Inventory-related charges (a) Restructuring expense (b) Accelerated expense - other (c) ERP consolidation plan (e) Professional fees (f) Acquisition-related costs (g) Discontinued product line (k) SEC Settlement (m) Investment returns (n)

Adjusted Earnings per Diluted Share*

$

0.98 $ 0.59

- 0.03

0.03 0.03

0.02 0.05

0.01 0.02

0.05 0.03

0.01 - 0.01 (0.05)

- 0.05 - (0.04)

$

1.06 $

0.76

*Adjusted EPS is provided for the purpose of adjusting diluted earnings per share for items impacting earnings that are not considered by management to be indicative of ongoing operations.

NOTE: Refer to the Adjustments Detail slide for all adjustments detail.

Reconciliation of "Reported" to "Adjusted" EPS

(Unaudited)

Reconciliation of Reported Earnings per Diluted Share to Adjusted Earnings per Diluted Share (All amounts presented after-tax):

Six Months Ended November 30

2020

2019

Reported Earnings per Diluted Share

Inventory-related charges (a) Restructuring expense (b) Accelerated expense - other (c) Receivable write-offs (d)

ERP consolidation plan (e) Professional fees (f) Acquisition-related costs (g)

Unusual costs triggered by executive departures (h) Discontinued product line (k)

SEC Settlement (m) Investment returns (n)

Adjusted Earnings per Diluted Share*

$

2.37 $ 1.41

0.01 0.05

0.06 0.07

0.02 0.05

- 0.02

0.01 0.04

0.10 0.08

0.01

(0.11)

0.02 -

0.01

- - 0.05 - (0.06)

$

2.50 $

1.71

*Adjusted EPS is provided for the purpose of adjusting diluted earnings per share for items impacting earnings that are not considered by management to be indicative of ongoing operations.

NOTE: Refer to the Adjustments Detail slide for all adjustments detail.

EBIT** (Non-GAAP Measure): RPM Consolidated

($ in thousands, except per share and percent data) (Unaudited)

Three Months Ended November 30

2020 2019

Net Income

$

127,884 $ 77,322

Provision for Income Taxes Income Before Income Taxes Interest Expense Investment (Income), Net EBIT* (non-GAAP measure) Inventory-related charges (a) Restructuring Expense (b) Accelerated expense - other (c) Receivable write-offs (recoveries) (d) ERP consolidation plan (e) Professional fees (f) Acquisition-related costs (g)

39,072 24,431

166,956 101,753

21,266 26,341

(9,519) (8,805)

178,703 119,289

(182) 5,582

5,468 5,100

2,479 7,412

(198) 94

900 2,720

8,494 4,779

1,178 35

Unusual costs triggered by executive departures (h) Unusual executive costs, net of insurance proceeds (i) Divestitures (j)

- 292

49

-

677

(264)

Discontinued product line (k) Adjustment to exit Flowcrete China (l) SEC Settlement (m)

(9)

(305)

2,000

8,618 - -

Adjusted EBIT** (non-GAAP measure) Net Sales

$ $

Adj EBIT** as a % of Net Sales (non-GAAP measure)

199,254 $ 1,485,915 $ 13.4%

153,657

1,401,292

11.0%

*EBIT is defined as earnings (loss) before interest and taxes. Management uses EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations.

**Adjusted EBIT is provided for the purpose of adjusting for one-off items impacting revenue and/or expenses that are not considered by management to be indicative of ongoing operations.

NOTE: Refer to the Adjustments Detail slide for all adjustments detail.

EBIT** (Non-GAAP Measure): RPM Consolidated

($ in thousands, except per share and percent data) (Unaudited)

Six Months Ended November 30

2020

2019

Net Income

$

308,670 $ 183,818

Provision for Income Taxes Income Before Income Taxes Interest Expense Investment (Income), Net EBIT* (non-GAAP measure) Inventory-related charges (a) Restructuring expense (b) Accelerated expense - other (c) Receivable write-offs (recoveries) (d) ERP consolidation plan (e) Professional fees (f) Acquisition-related costs (g)

99,655 60,784

408,325 244,602

43,011 54,658

(22,281) (14,190)

429,055 285,070

478 8,807

10,163 11,929

4,014 8,464

(335) 3,227

2,269 6,244

16,771 12,925

1,178 583

Unusual costs triggered by executive departures (h) Unusual executive costs, net of insurance proceeds (i) Divestitures (j)

2,831 639

56

-

668

(264)

Discontinued product line (k) Adjustment to exit Flowcrete China (l) SEC Settlement (m)

(384)

(305)

2,000

8,618 - -

Adjusted EBIT** (non-GAAP measure) Net Sales

$ $

Adj EBIT** as a % of Net Sales (non-GAAP measure)

468,459 $ 3,092,586 $ 15.1%

346,242

2,874,056

12.0%

*EBIT is defined as earnings (loss) before interest and taxes. Management uses EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations.

**Adjusted EBIT is provided for the purpose of adjusting for one-off items impacting revenue and/or expenses that are not considered by management to be indicative of ongoing operations.

NOTE: Refer to the Adjustments Detail slide for all adjustments detail.

($ in thousands, except per share and percent data)

(Unaudited)

Three Months Ended November 30 2020 2019

Income Before Income Taxes Add: Interest Expense, Net* EBIT** (non-GAAP measure) Restructuring expense (b) Accelerated expense - other (c) Receivable write-offs (recoveries) (d) ERP consolidation plan (e) Professional fees (f) Divestitures (j)

$

71,832 $ 57,123

2,141 2,074

73,973 59,197

2,447 1,896

1,399 438

- (20)

68 293

204 67

Adjustment to exit Flowcrete China (l) Adjusted EBIT*** (non-GAAP measure) Net Sales

676 (305)

- -$ $

Adj EBIT*** as a % of Net Sales (non-GAAP measure)

78,462 $ 503,520 $ 15.6%

61,871 499,510 12.4%

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

**EBIT is defined as earnings (loss) before interest and taxes. Management uses EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations.

***Adjusted EBIT is provided for the purpose of adjusting for one-off items impacting revenue and/or expenses that are not considered by management to be indicative of ongoing operations.

NOTE: Refer to the Adjustments Detail slide for all adjustments detail.

($ in thousands, except per share and percent data)

(Unaudited)

Six Months Ended November 30 2020 2019

Income Before Income Taxes Add: Interest Expense, Net* EBIT** (non-GAAP measure) Inventory-related charges (a) Restructuring expense (b) Accelerated expense - other (c) Receivable write-offs (d)

$

170,182 $ 139,803

4,251 4,101

174,433

143,904

(51) 271

3,492 2,952

2,096 640

- 33

ERP consolidation plan (e) Professional fees (f) Acquisition-related costs (g) Divestitures (j)

185 354

269 76

- 548

Adjustment to exit Flowcrete China (l) Adjusted EBIT*** (non-GAAP measure) Net Sales

668 (305)

- -$ $

Adj EBIT*** as a % of Net Sales (non-GAAP measure)

180,787 $ 1,051,210 $ 17.2%

148,778 1,035,615 14.4%

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

**EBIT is defined as earnings (loss) before interest and taxes. Management uses EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations.

***Adjusted EBIT is provided for the purpose of adjusting for one-off items impacting revenue and/or expenses that are not considered by management to be indicative of ongoing operations.

NOTE: Refer to the Adjustments Detail slide for all adjustments detail.

($ in thousands, except per share and percent data)

(Unaudited)

Three Months Ended November 30 2020 2019

Income Before Income Taxes Add: Interest (Income), Net* EBIT** (non-GAAP measure) Inventory-related charges (a) Restructuring expense (b) Accelerated expense - other (c) Receivable write-offs (recoveries) (d) ERP consolidation plan (e) Professional fees (f)

$

24,047 $ 33,320

(9) (25)

24,038 33,295

- 1,028

1,542 1,239

820 1,119

(198) 117

636 129

1,199 308

Acquisition-related costs (g) - 35

Divestitures (j) - (264)Adjusted EBIT*** (non-GAAP measure) Net Sales

$ $

Adj EBIT*** as a % of Net Sales (non-GAAP measure)

28,037 $ 258,833 $ 10.8%

37,006 292,712 12.6%

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

**EBIT is defined as earnings (loss) before interest and taxes. Management uses EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations.

***Adjusted EBIT is provided for the purpose of adjusting for one-off items impacting revenue and/or expenses that are not considered by management to be indicative of ongoing operations.

NOTE: Refer to the Adjustments Detail slide for all adjustments detail.

($ in thousands, except per share and percent data)

(Unaudited)

Six Months Ended November 30 2020 2019

Income Before Income Taxes Add: Interest Expense, Net* EBIT** (non-GAAP measure) Inventory-related charges (a) Restructuring expense (b) Accelerated expense - other (c) Receivable write-offs (recoveries) (d) ERP consolidation plan (e) Professional fees (f)

$

52,561 $ 22

61,377 104

52,583 61,481

36 3,066

2,898 3,848

1,505 1,819

(335) 3,139

765 496

1,456 309

Acquisition-related costs (g) - 35

Divestitures (j) - (264)Adjusted EBIT*** (non-GAAP measure) Net Sales

$ $

Adj EBIT*** as a % of Net Sales (non-GAAP measure)

58,908 $ 518,622 $ 11.4%

73,929 589,953 12.5%

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

**EBIT is defined as earnings (loss) before interest and taxes. Management uses EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations.

***Adjusted EBIT is provided for the purpose of adjusting for one-off items impacting revenue and/or expenses that are not considered by management to be indicative of ongoing operations.

NOTE: Refer to the Adjustments Detail slide for all adjustments detail.

($ in thousands, except per share and percent data)

(Unaudited)

Three Months Ended November 30 2020 2019

Income Before Income Taxes Add: Interest Expense, Net* EBIT** (non-GAAP measure) Inventory-related charges (a) Restructuring expense (b) Accelerated expense - other (c)

$

88,368 $ 64

34,456 56

88,432 34,512

(182) 4,554

985 1,124

167 5,626

Receivable write-offs (recoveries) (d) - (3)

ERP consolidation plan (e) - 125

Professional fees (f) Acquisition-related costs (g) Discontinued product line (k)

94 128

1,178

(9)

- 8,618

Adjusted EBIT*** (non-GAAP measure) Net Sales

$ $

Adj EBIT*** as a % of Net Sales (non-GAAP measure)

90,665 $ 547,508 $ 16.6%

54,684 450,900 12.1%

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

**EBIT is defined as earnings (loss) before interest and taxes. Management uses EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations.

***Adjusted EBIT is provided for the purpose of adjusting for one-off items impacting revenue and/or expenses that are not considered by management to be indicative of ongoing operations.

NOTE: Refer to the Adjustments Detail slide for all adjustments detail.

($ in thousands, except per share and percent data)

(Unaudited)

Six Months Ended November 30 2020 2019

Income Before Income Taxes Add: Interest Expense, Net* EBIT** (non-GAAP measure) Inventory-related charges (a) Restructuring expense (b) Accelerated expense - other (c) Receivable write-offs (d)

$

221,089 $ 127

93,614 161

221,216 93,775

493 5,470

2,470 2,406

189 5,626

- 55

ERP consolidation plan (e) Professional fees (f) Acquisition-related costs (g)

14 125

217 305

Unusual costs triggered by executive departures (h) Discontinued product line (k)

1,178 2,000 (384)

- - 8,618

Adjusted EBIT*** (non-GAAP measure) Net Sales

$ $

Adj EBIT*** as a % of Net Sales (non-GAAP measure)

227,393 $ 1,188,676 $ 19.1%

116,380 930,230 12.5%

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

**EBIT is defined as earnings (loss) before interest and taxes. Management uses EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations.

***Adjusted EBIT is provided for the purpose of adjusting for one-off items impacting revenue and/or expenses that are not considered by management to be indicative of ongoing operations.

NOTE: Refer to the Adjustments Detail slide for all adjustments detail.

EBIT** (Non-GAAP Measure): Specialty Segment

($ in thousands, except per share and percent data)

(Unaudited)

Three Months Ended November 30 2020 2019

Income Before Income Taxes Add: Interest Expense, Net* EBIT** (non-GAAP measure) Restructuring expense (b) Accelerated expense - other (c) ERP consolidation plan (e) Professional fees (f)

$

28,406 $ 73

18,762 7

28,479 18,769

495 819

93 166

115 2,172

437 981

Unusual costs triggered by executive departures (h) Adjusted EBIT*** (non-GAAP measure)

- 280

Net Sales

$ $

Adj EBIT*** as a % of Net Sales (non-GAAP measure)

29,619 $ 176,054 $ 16.8%

23,187 158,170 14.7%

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

**EBIT is defined as earnings (loss) before interest and taxes. Management uses EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations.

***Adjusted EBIT is provided for the purpose of adjusting for one-off items impacting revenue and/or expenses that are not considered by management to be indicative of ongoing operations.

NOTE: Refer to the Adjustments Detail slide for all adjustments detail.

EBIT** (Non-GAAP Measure): Specialty Segment

($ in thousands, except per share and percent data)

(Unaudited)

Six Months Ended November 30 2020 2019

Income Before Income Taxes

$

Add: Interest Expense (Income), Net* EBIT** (non-GAAP measure) Restructuring expense (b) Accelerated expense - other (c) ERP consolidation plan (e) Professional fees (f)

48,855 $ 155

42,089

(19)

49,010 42,070

1,302 2,709

224 315

1,225 5,268

1,886 981

Unusual costs triggered by executive departures (h) Adjusted EBIT*** (non-GAAP measure)

46 473

Net Sales

$ $

Adj EBIT*** as a % of Net Sales (non-GAAP measure)

53,693 $ 334,078 $ 16.1%

51,816 318,258 16.3%

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

**EBIT is defined as earnings (loss) before interest and taxes. Management uses EBIT, as defined, as a measure of operating performance, since interest expense, net, essentially relates to corporate functions, as opposed to segment operations.

***Adjusted EBIT is provided for the purpose of adjusting for one-off items impacting revenue and/or expenses that are not considered by management to be indicative of ongoing operations.

NOTE: Refer to the Adjustments Detail slide for all adjustments detail.

EBIT* & EBITDA (Non-GAAP Measures)

(in thousands)

Net Income

Add: Provision for income taxes Add: Interest expense

Add: Investment (income), net

2016

2017

2018

2019

2020

$

• 357,458 $ 126,008 91,683 (10,365)

• 184,671 339,257 267,687 305,082 59,662 77,791 72,158 102,682 96,954 104,547 102,392 101,003 (13,984) (20,442) (730) (9,739)

  Add: MAP to Growth related initiatives 58,080 110,549 123,089

  Add: Acquisition-related charges 2,991

  Add: Convertible debt extinguishment 3,052

  Add: Loss on South Africa Business 540

  919

  Add: Unusual costs triggered by executive departures 8,840 (1,696)Add: Charge (adjustment) to exit Flowcrete China Add: Charge to exit Flowcrete Middle East

  Add: Goodwill and other intangible asset impairments Add: Severance Expense

  Adjusted EBIT * (non-GAAP measure) Add: Amortization

  Adjusted EBITA * (non-GAAP measure) Add: Depreciation

  Adjusted EBITDA * (non-GAAP measure) Deduct: Interest expense

  Deduct: Investment expense (income), net Deduct: Provision (benefit) for income taxes

  Add: Changes in operating assets, liabilities, and other Cash from operating activities

  Net Sales

  Adjusted EBITA * as a % of net sales (non-GAAP measure) Adjusted EBITDA * as a % of net sales (non-GAAP measure)

  4,164 (1,039)

  12,275 188,298 15,001

  564,784 44,307 609,091 66,732

  542,877 44,903 587,780 71,870

  563,397

  • 567,479 620,301

    46,523

  • 47,699 48,299

  609,920

  • 615,178 668,600

    81,976

  • 94,043 108,543

  675,823

  (91,683)

  659,650 (96,954) 13,984 (59,662)

  691,896

  • (104,547) (102,392)

  126,008

  709,221

  777,143 (101,003)

  10,365

  20,442 (77,791)

  6,209

  • (130,891) (139,617)

  730 9,739

  • (72,158) 102,682

  • (242,460) (238,642)

  $

  474,706

  $

  386,127

  390,383

  $ 4,813,649 $ 4,958,175 5,321,643

  292,941 5,564,551

  549,919 5,506,994

  12.7% 14.0%

  11.9% 13.3%

  11.5% 13.0%

  11.1% 12.1%

  12.7% 14.1%

  *EBIT is defined as earnings before interest and taxes, while EBITDA is defined as earnings before interest, taxes, depreciation and amortization. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT as a performance evaluation measure because interest expense is essentially related to acquisitions, as opposed to segment operations. We believe EBIT is useful to investors for this purpose as well, using EBIT as a metric in their investment decisions. EBIT should not be

• considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with GAAP, since it omits the impact of interest and taxes in determining operating performance, which represent items necessary to our continued operations, given our level of indebtedness and ongoing tax obligations. We evaluate our liquidity based on cash flows from operating, investing and financing activities, as defined by GAAP, but also look to EBITDA as a supplemental liquidity measure, because we find it useful to understand and evaluate our capacity, excluding the impact of interest, taxes, and non-cash depreciation and amortization charges, for

servicing our debt and otherwise meeting our cash needs, prior to our consideration of the impacts of other potential sources and uses of cash such as working capital items. We believe that EBITDA is useful to investors for these purposes as well. EBITDA should not be considered an alternative to, or more meaningful than, cash flows from operating activities, as determined in accordance with GAAP, since it omits the impact of interest, taxes and changes in working capital that use/provide cash (such as receivables, payables, and inventories) as well as the sources/uses of cash associated with changes in other balance sheet items (such as long-term loss accruals and deferred items). Since EBITDA excludes depreciation and amortization, EBITDA does not reflect any cash requirements for the replacement of the assets being depreciated and amortized, which assets will often have to be replaced in the future. Further, EBITDA, since it also does not reflect the impact of debt service, cash dividends or capital expenditures, does not represent how much discretionary cash we have available for other purposes. Nonetheless, EBIT and EBITDA are key measures expected by and useful to our fixed income investors, rating agencies and the banking community of all of whom believe, and we concur that these measures are critical to the capital markets' analysis of (i) our segments core operating performance, and (ii) our ability to service debt, fund capital expenditures and otherwise meet cash needs, respectively. We also evaluate EBIT and EBITDA because it is clear that movements in these non-GAAP measures impact our ability to attract financing. Our underwriters and bankers consistently require inclusion of these two measures in offering memoranda in conjunction with any debt underwriting or bank financing.