RPM INTERNATIONAL INC/DE/ filed this Form 424B5 on 12/06/2017
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Investing in our securities involves risks. Before deciding whether to purchase any of our securities, you should carefully consider the risks involved in an investment in our securities, as set forth in:


    Item 1A, Risk Factors, in our Annual Report on Form 10-K for our fiscal year ended May 31, 2016; and


    the other risks described in any prospectus supplement or in any of the documents incorporated by reference in this prospectus.


We intend to use the net proceeds from the sale of the securities for the repayment of debt and for other general corporate purposes unless otherwise indicated in the applicable prospectus supplement relating to a specific issuance of securities. Our general corporate purposes include, but are not limited to, repayment, redemption or refinancing of debt, capital expenditures, investments in or loans to subsidiaries and joint ventures, funding of possible acquisitions, working capital, contributions to one or more of our pension plans, satisfaction of other obligations and repurchase of our outstanding debt or equity securities. Pending any such use, the net proceeds from the sale of the securities may be invested in short-term, investment grade, interest-bearing instruments. We will include a more detailed description of the use of proceeds of any specific offering in the applicable prospectus supplement relating to an offering of securities under this prospectus. Unless otherwise set forth in a prospectus supplement, we will not receive any proceeds from the sale of common stock by any selling security holders.


The following table sets forth the ratio of our earnings to our fixed charges for the periods indicated:


Fiscal Years Ended May 31,    Nine Months
February 28,

2012    2013    2014    2015    2016   
4.84    2.86    5.34    5.29    5.36    1.70

For purposes of computing the ratios of earnings to fixed charges, earnings represent income from continuing operations before taxes and cumulative effect of changes in accounting principles plus fixed charges. Fixed charges consist of interest expense, amortization of debt issuance costs and an estimation of the interest portion of rental expense.



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