Good morning and welcome to RPM International's Conference Call for the Fiscal 2019 Second Quarter. Today's call is being recorded. This call is also being webcast and can be accessed live or replayed on the RPM website at www.rpminc.com. Comments made on this call may include forward-looking statements based on current expectations that involve risks and uncertainties, which could cause actual results to be materially different. For more information on these risks and uncertainties, please review RPM’s reports filed with the SEC. During this conference call, references may be made to non-GAAP financial measures. To assist you in understanding these non-GAAP terms, RPM has posted reconciliations to the most directly comparable GAAP financial measures on the RPM website. Following today's presentation, there will be a question-and-answer session. [Operator Instructions] Please note that only financial analysts will be permitted to ask questions. At this time, I would like to turn the call over to RPM’s Chairman and CEO, Mr. Frank Sullivan, for opening remarks. Please go ahead, sir.

Thank you, Brendan. Good morning and welcome to the RPM International Inc. investor call for our fiscal 2019 second quarter ended November 30, 2018. On the call with me today are Rusty Gordon, RPM’s Vice President and Chief Financial Officer; and Kristine Schulze, our Senior Director of Financial Reporting. I kick the call off by providing some broad perspective on our second quarter results. Then Kristine will run through our numbers in more detail and she'll be followed by Rusty who’ll provide a progress report and our operating improvement plan and an outlook for the balance of the year. After which, we'll be happy to answer your questions. For the second quarter, we generated solid top-line sales of $1.360 billion, reflecting an organic increase of 3% and acquisition growth of 2.6% over last year's second quarter. Current quarter sales also include the unfavorable foreign exchange impact of 2%. Growth was fairly well balanced between our grant organic initiatives and acquisitions, while foreign currency translation obviously reduced sales. Organic sales growth was evenly spread across our three operating segments, which demonstrates the value and our approach to deliberately maintaining a strategic balance between our segments and a focus on growth as we pursue our 2020 MAP to Growth initiative. Near record wet fall weather resulted in disappointing sales at Tremco roofing, Dryvit and various consumer segment products with exterior use. We believe this weather related impact is temporary. From a geographic standpoint, we experienced disappointing international result across most all of our businesses, particularly in Europe, which was also aggravated by the unfavorable foreign exchange. Our gross profit margin was impacted by raw material costs in the quarter once again. As mentioned last quarter our businesses have been instituting price increases to combat the pressure put on margins by raw material…

Thanks, Frank and good morning, everyone. During our fiscal 2019 second quarter, we recorded restructuring and other onetime charges totaling $29.2 million. As further detailed in our earnings release, the largest component of these adjustments were nearly $23 million relates to our MAP to Growth initiative. Of these MAP to Growth charges, nearly $7 million is related to severance, $6 million resulted from restructuring related professional fees and ERP consolidation expenses and the remaining amount is associated with our manufacturing consolidation initiatives. I will now review results of operations for our fiscal 2019 second quarter on an as adjusted basis. During the second quarter our sales were a record $1.36 billion, up $47.1 million, which was a solid 3.6% increase over last year's second quarter. Organic sales grew 3% and acquisitions added 2.6%, which was offset by foreign currency translations of 2%. Our earnings were impacted by several factors, which included continued raw material costs challenges, investment losses, resulting from a new accounting standard and the unfavorable foreign exchange impact of the strengthening U.S. dollar. As we anticipated on last quarter's call, raw material headwinds persisted in the second quarter. In particular we continue to experience significant challenges with the cost of silicones, asphalt, epoxy and acrylic resins, while cans and other packaging continued to rise modestly. However, we continue to successfully institute price increases and were able to narrow the gap on our margins. We also noted that an unfavorable product mix and higher inbound freight contributes to the slide in our margins. Sales in our Industrial segment increased 2.1% to $718 million, reflecting organic growth of 3.3% and acquisitions contributed an additional 1.5%. Foreign currency translation reduced sales by 2.7%. The segment benefited from solid performance in our businesses providing corrosion-control coating, North American construction sealants and concrete…

Thanks, Christine. We remain focused on executing our MAP to Growth, operating improvement plan, targeting a 540 basis point improvement in our operating margin. As we announced on November 28, 2018, we intent to return $1.5 billion in capital to our stockholders by May 31, 2021 through a combination of dividends and share repurchases. In addition to the previously mentioned convertible bond redemptions we have repurchased approximately 82 million of our common stock through November 30, 2018. Additional actions we completed during our fiscal 2019 second quarter include the announced closure of five manufacturing plants, the reduction of 149 positions and the start of our transition to center-led manufacturing and procurement functions. We also began to implement tactics to improve our manufacturing processes, optimize assets and reduce inventory, while moving forward on our supply chain initiatives to consolidate the number of vendors used and negotiate more favorable pricing and payment terms. Accordingly, we are maintaining the long-term projections that we provided at our November 28, Investor Day. In regards to our sales outlook for fiscal 2019, we expect full year fiscal 2019 Industrial segment sales to grow in the mid-single digit range as it benefits from steady commercial construction activity and a recovery in the oil and gas market. In our Consumer segment, we anticipate sales growth in the mid to upper single-digit range, resulting from recent market share gains and stepped up advertising to support new product placements. In our Specialty segment, we expect sales growth in the low single-digit range. We have additional price increases negotiated recently, which are scheduled to be implemented in February and March as we look forward this year. I will now comment on our expectations for the third quarter of fiscal 2019. From an operating perspective revenue growth should remain in the low…

Thank you, Rusty. I'd like to do a brief review of our 2020 MAP to Growth initiative starting with our 2020 MAP to Growth timeline. Program was kicked off in the spring of 2018. In June of 2018 we reached the settlement agreement with Elliott Management. We added two new directors; we formed an Operating Improvement Committee which met three times over the summer to assess the opportunity and program design. A full report was made to the RPM Board in early October and we communicated on 2020 MAP to Growth initiative to our global leadership team in early November and then obviously had an investor communication on November 28. What have we accomplished? From a manufacturing perspective, including two plant closures in the second quarter of last year, five announced plant closures in the first quarter and additional five announced plant closures in the second quarter of fiscal 2019. We have announced and are in the process of completing the closure on 12 manufacturing plants. This is also driving the closure of nine warehouses and nine related offices. From a procurement perspective, as of today, we've had a meeting with vendors who represent approximately $400 million of what we believe is $1.5 billion of an addressable spend to discuss pricing and terms. By the end of February, we expect to have met with or addressed from an insourcing or strategic perspective approximately $1 billion of our addressable spend. I'd like to make a comment on the second quarter raw material costs with some specifics. Our top 10 raw materials second quarter of this fiscal year to the second quarter of the prior year were up 18%. A couple of these specifics include silicones, which year-over-year are up 61% and epoxy resins which were up 31%. The second quarter sequentially versus the first quarter, we see our top 10 materials down 1%. Without addressing any additional specifics, the point is we have more timely and better data across purchasing categories and manufacturing costs in more hands than we've ever had. And that's also a direct result of the improvements of our operating initiatives. With those comments, we would now be happy to take your questions.

Thank you, sir. We will now begin the question-and-answer session. [Operator Instructions] And from Bank of America, we have Steve Byrne. Please go ahead.

Good morning, Steve.

Good morning. I just wanted to see whether or not your projected cost savings from your MAP to Growth program are going to be adequate to hit that 16% EBIT margin target given it seems like you're in a little bit of a deeper hole in your margin right now. Is that -- is it still on track to hit that 16% margin by the end of fiscal 2021?

Sure. As Rusty commented, I think we feel pretty good about our longer term targets in the MAP to Growth program. And also as he mentioned, we expect starting with our April call to actually be able to provide some more detail. We want to be able to do a rearview mirror look back that provides detail for instance on manufacturing insights. Once those have actually been completed it's the right way to do to keep our people focused on execution and also the right way to handle communication flow. We'll be in a position to do the same thing in other categories. And so far we're on track in every category that we're focusing on.

And just one high level question for you Frank on this MAP to Growth initiative, your investor event down in Baltimore was certainly useful at drilling into all of your businesses, but one comment I have is that every one of them seems to be headquartered in a different city. And just wanted to hear your views on the potential merits of a integration that includes the commercial infrastructure and the all of the back office headquarters of all these businesses. Is that on the table as well?

So as it relates to our structure from a sales and marketing perspective as we commented, we're big believers in the entrepreneurial approach that's been successful for RPM. I think the organic growth that we're generating in this quarter and this year is reflective of that and we do not see any benefit long-term of consolidating sales force or marketing our product development activities. On the flip side we are keenly focused on consolidating much of the G&A and accounting in ERP systems into the four groups that we've outlined on November 28th and we're making good progress on that. We'll have more details on that again in April. I can tell you that we have been working with our internal team in terms of some new hires and some promotions and with Alex partners on the manufacturing and operations perspective and we are very much on target we're very happy with the progress there. On the G&A side, we didn't seem to have the same enthusiasm in terms of the outside resources. So we have talked to a number of other firms and we have engaged an additional firm to help us with the combination of consolidation in the G&A area and also opportunities for outsourcing. So we are continuing to advance the ball both on the original program and in ways that we can accelerate or enhance it.

Thank you.

From BMO Capital Markets we have John McNulty. Please go ahead.

Good morning, John.

Good morning. Thanks for taking my question. Hey, Frank. You know at the Investor Day you spoke on procurement and raw materials saves. And I think one of the baskets was just the commodity cycle recovering and essentially catching up to the raw materials whether the raw spell where the pricing went through. And if I remember the basket was somewhere in the $65 million to $80 million range. I guess it looked like that was scheduled for kind of a Wave 2, Wave 3 which was 2021, 2022 but we've seen commodity prices fall pretty dramatically here. So, I guess, the question is if you kind of look at what your commodities are looking like right now in terms of raw materials how much of that do you think you may see a couple of years earlier than originally expected.

So the MAP to Growth initiative highlighted approximately $75 million to $80 million of savings that we believe we can get from a different approach to procurement over Wave 1 and Wave 2, which is really between now and the end of May 31, 2020. And there was a $65 million number which we highlighted as commodity cycle recovery and we're pretty agnostic as to how much it would be ultimately and when it would hit. I guess, what I would say to that is just to refer back to the comments I made a minute ago, year-over-year we're still getting hit pretty significantly. Second quarter top 10 materials were up 18%. I highlighted a couple of the extreme examples, sequentially the top 10 materials are down 1%. That's not going to as Rusty highlighted in his outlook, we're still going to be facing a year-over-year significant raw material increase relative to the third quarter last year and the third quarter we expect this year. We are seeing some softening in certain categories. There are still some other categories that are going up and the underlying dynamics whether it's oil prices or propylene or other things are certainly moving in the right direction. That suggests the commodity cycle improvements certainly should be coming before what we had as Wave 3. So we ought to benefit from those with the entire industry. We're also working internally on data to be able to track the difference between the structural procurement benefit changes and what would be coming in relationship to commodity cycle improvements anyways.

Got it, thanks for the color. And then on the industrial side, I know there's -- it's a seasonally light quarter for you in terms of what you're in right now, but I guess can you give us an update as to what you may be seeing there? And I know you'd indicated I guess on the guidance for the full year in sales one of the areas where there was some hope was on the energy markets and I guess with that market coming under some pressure, I guess I'm wondering what kind of demand trends you're seeing there if there has been any change at all?

Yes, I think the biggest disappointment in our industrial business was whether relating, our Tremco roofing business, which has been very strong drive it, which is again all exterior cladding both had weak second quarter results a lot of that was whether related in terms of a very wet fall. I think weather also negatively impacted, as I said the -- kind of exterior related products of our Consumer segment. We think that's temporary. The more challenging area for us in terms of revenue disappointment was international, in particular Europe, which seems to be slowing down and I'm not too sure that that is temporary. But when you put all that together, we had real solid organic growth in a lot of our construction categories in corrosion-control coatings, in floor coatings which obviously exceeded the Industrial segment average based on the challenges that we saw weather in some categories and some international weakness. So we feel pretty good about that, and we feel pretty good about the progress we're making between raw material cost increases and price as the subsequent quarters are executed.

Great. And then just one last question just on the Home Depot rollout, I guess, can you give us an update as to how that's progressing? Again, I know it's a seasonally relatively week period, but be curious how that's moving along?

Sure, consumer take away across most of the categories we're in has been relatively flat all year I think there's a lot of belief that some of that's been weather related. We continue to pick up some market share in the interior wood stains and finishes category. We are exceeding our expectations, we're exceeding our customer's expectations. And in a couple of regions, we're well ahead of the brand that we replaced. So that program is off to a great start. As it relates to pricing across all of our categories as folks on the call know we had some major line reviews and some new category pickups, all of which came with some price commitments that precluded us from pursuing appropriate price increases in certain categories until those line review wins or new category pickups were analyzed. That will happen this spring, and those negotiations are underway.

Great, thanks very much for the color.

Thank you.

From Great Lakes Review, we have Jason Rogers. Please go ahead.

Yes. Would you be able to quantify the price increase benefit you experienced in the quarter and the expectation going forward?

2%. About 2% on the quarter and I think you'll see the same and a little bit growing in the coming quarters.

And I was interested in your progress with the ERP consolidation and perhaps you could discuss the timeline for implementation there?

Yes, I don't think we'll have that completed until the end of our MAP to Growth programs. So you're looking December of 2020 or even into the spring of 2021. So by the end of our 2021 fiscal year. We're making solid steady progress, we chose the path we did because we did have four core systems that -- where we are consolidating to. The people are very comfortable with those, so in our construction products categories SAP and consumer SAP, and then Microsoft D 365 in specialty and Bond LN in our performance coatings group. And so it's really slow progress. I think the tailors will be smaller international operations. We should be substantially completed by the end of December 2020 with what will represent somewhere in the neighborhood of 80% to 90% of our revenues.

All right, that's very helpful. And then may be too early to ask this, but I wondered if you were getting any early feedback on the daily performance standards you're implementing at the plants.

Absolutely. We are -- aside from the plant closures that I talked about, we are instituting the operating improvement and continuous improvement program across our plants. In the second quarter we had three what we call fit events, which are focused manufacturing events and we are instituting metrics that are consistent across our businesses and we are measuring month by month the performance to those metrics. And we will be in the next 12 of our largest plants in the current quarter. And we are marching through our plants and we are measuring and we are seeing progress that makes us comfortable that we will meet or exceed the operating improvement targets that we laid out at November 28th, both as it relates to consolidation and as it relates to plant floor improvement. And the last thing I'd mention is that, one of the real benefits of what we're doing is we have access to data on the procurement side and the plant side and more leadership hands. It's more timely and more accurate than we've ever had and that's incredibly helpful.

All right. If I could just squeeze in a numbers question, if you have an estimate for CapEx for fiscal 2019 as well as a target amount of share repurchase for fiscal 2019?

So I think for fiscal 2019 we'll be flat to slightly up over last year. And in terms of share repurchases, I'd be hesitant to put out a target, but we certainly were repurchase of our stock in the mid to low 60s and I would expect this to be a repurchase of our stock where it is today. And we are very much committed to the return of capital targets that we put forth the November 28.

All right, thanks very much.

Thank you.

From Gabelli & Company we have Rosemarie Morbelli. Please go ahead.

Thank you. Good morning, everyone. Frank, I was wondering if as you are going through your MAP project, if you are seeing some kind of disruption on your operations, which would result or have resulted into a growth than you anticipated outside of the weather impact. I'm assuming that it has to be disruptive.

Yes, I'm not aware that we're seeing disruption on the sales front. I think there is a couple areas where we're doing some reorganization, for instance in Europe, where we've got some work to do and some opportunities that were perhaps bigger than we realized. And so we've had some leadership changes in certain areas and that can certainly be disruptive and we're moving to get the right leaders in the right places so that we can be properly focused. But in general, I think the enthusiasm for this program is across RPM. And we're continuing to see pretty solid revenue growth.

Okay. And looking at Europe slowing down, can you give us a better feel for which areas are feeling most of the impact and what you are doing to offset it? Any new steps versus those you have expressed on November 28.

I think the slowdown in Europe is pretty universal. We're seeing it across almost all of our business categories. So unlike what we feel is some weather related impact on revenues in the second quarter in the U.S. is temporary. I would expect us to see relatively flat growth in Europe for the balance of the year. And beyond that, again I think we'll be in a position as we get things executed and realized to talk in hindsight in more detail. But we have a pretty intense focus in a number of areas including Europe in terms of some G&A consolidation and also the manufacturing and operations work that is happening across RPM.

Thank you. And if I may ask one last one. As raw material costs are coming down, do you think that you can still achieve your price increases?

Raw material prices are coming down as I said, 1% in the second quarter versus the first quarter. They're up 18% year-over-year and in certain categories like silicone, which is a critical component for instance for our DAF business and consumer DIY in our Tremco business those raw materials were up 61%. They are not softening, there continues to be some capacity issues there. So the raw material situation today is a real mixed bag. There's some improvement in some packaging areas, but in other packaging areas particularly related to steel and or rigid packaging we're continuing to see some price issues. So it's a mixed bag of volatility and it really is category by category. And so there are a number of areas and silicone is a key one where we have been dealing with multiple price increases across a 12 month period. And we're continuing to try and manage that.

Okay, thank you.

And we have Frank Mitch on the line. Please go ahead.

Good morning, Frank.

Good morning, Frank. And first off congratulations on finding a franchise QB.

Yes, thank you very much. We're happy Browns fans in Cleveland Ohio.

Absolutely. Sorry.

Just going to say we welcome you to come visit a game next year.

I will. I will definitely look at the schedule. Hey, obviously the November 28th, Investor Day I thought went very well and you guys laid out a pretty good MAP to Growth. It happened late in the quarter during late in the fiscal second quarter and obviously a bit of an earnings miss here. I was wondering was there anything that happened late in the quarter or after the quarter closed that may have negatively impacted the results such that you guys came in lighter than where consensus was?

No, I'll tell you two things that I think, one, was a mistake in our part and the other was something that we didn't anticipate maybe should have. The mistake in our part was when we look at the volatility of this year relative to all of the changes that were coming in all of the related charges we decided not to provide guidance. And in hindsight the second quarter consensus was up 17% or 18% and that's not -- hasn't been in the cards for us or anyone else. And it was not part of our internal plan. The reason we decided to provide specific guidance for the third quarter was that very reason. Again I think that simple math would suggest that there was going to be a $10 million or $12 million turnaround in tax expense year-over-year. And so a couple other items like that. The second item was the accounting change and now a requirement that if you have a marketable securities portfolio apparently much like banks you have to mark to market every quarter the equity portion of that and it was a non-event in the first quarter for us. I think it was a $1 million pre-tax gain. A 100% of the shortfall EPS wise from last year to this year can be attributed to what was almost a $10 million reversal where we had $3.5 million of gains last year. This is in our captive insurance portfolios and this year I think we took a 6 or so million dollar hit. And that'll be a challenge that we communicate better in the third quarter. It is a non-operating item. We went through this in 2008 and 2009 and had six quarters of impairments. And then as most of you would know by the…

That's extremely helpful. Thank you so much for the color there. And there was a lot of commentary regarding the negative weather impact. And you'd indicated that you thought that was kind of a temporary sort of impact. So should we be thinking about kind of a recovery in that regard as a fiscal fourth quarter event, when, the spring comes around and we make up for some pent-up demand. Is that how you're thinking about?

There's a couple areas of possible upside, if you will. We've been dealing with the weather issues in our Consumer segment for most of the last year, it's not been unique to us, it's not been a very good painting year. I suspect that the wet fall will highlight that for other folks in the exterior painting categories. I think there's pent-up demand in a lot of the consumer businesses and so if we have a reasonable spring you'll see that. I think there's continued strong growth potential in the Tremco roofing restoration coatings, we've got a good backlog there. And so it'd be nice to see that upside time will tell. But there's every indication in terms of our construction products, our roofing products the Dryvit systems and a lot of our consumer products that some of the negative impacts have been weather related and temporary.

Very helpful. Thanks so much, Frank.

Thank you

From Baird, we have Ghansham Panjabi. Please go ahead.

Good morning, Ghansham.

Hi, everyone. Good morning. Happy New Year to you.

Happy New Year.

Thanks, Frank. I guess going back to Frank Mitch’s, sort of question as well. On industrial and thinking through the overseas markets, what exactly are you seeing in Europe? Was Europe actually down year-over-year in the quarter from a volume standpoint? Can you give us a sense as to how the other regions did? And then just given some of the weakness in energy prices and new exposure there should we expect a sequential deceleration in industrial or do you think that'll be offset with some of the recovery from weather? Thanks.

Sure. So excluding acquisitions, Europe was flat. And in our Industrial segment, that was the disappointing, Latin America continues to be challenged as well. And so regionally those are the two most significant areas for us outside of North America. North America continue to be pretty solid. And as I highlighted earlier obviously there is some real strong elements of organic growth that helps drive organic growth for the whole segment up about 3%. We don't see a lot of strength in Europe right now. And so I don't think there's any big disaster, but it's not going to be a driver of improved performance in the second half of the year, as far as we can tell, other than the things that we would drive relative to our MAP to Growth program.

Got it. And then just my second question kind of going back to raw materials and pricing. The price cost, just purely focusing on price cost, did that come in where you thought it would during the second quarter relative to your initial expectations? And then what is reasonable from our vantage point to kind of think about year-over-year margin parity for your businesses on a consolidated basis?

So I think we're making the headway and in terms of raw material cost and price increases in our Industrial segment and our Specialty segment, that's not been true in our Consumer segment. I mentioned silicone that's a big part of it, but it's been in certain other packaging categories. So our Consumer segment is more tilted towards categories like silicone and others that have not eased up and also are more packaging intensive because there's more units. But we're continuing to make good progress there and we would expect to make progress across the entirety of our consumer segment customer base by this spring. And that as I mentioned earlier in partisan [ph] relationship to some line review wins we have last year, which came along with some commitments on price that are now annualized. I think that we're starting to see raw materials ease and we're starting to see the benefits of our structural changes. And we'll be in a better position in April to tell you what those are. They will show up in our results somewhat later than they will in some of our larger competitors because of the difference between FIFO and LIFO accounting. But we'll also be able to provide more data because we have a better and more accurate data at our fingertips today certainly at my level than we've had in the past.

Okay, terrific. Thank you so much, Frank and best wishes for the year.

Ghansham, thank you.

From RBC Capital Markets, we have Arun Viswanathan. Please go ahead

Great, thanks. Good morning, guys. Just wanted to understand I guess on industrial, I guess, relative to your expectations, did those results kind of come in where you guys expected them or is there some extra softness? And then I'm also curious just on the margin front was there some extra costs that you potentially incurred that that hurt those margins?

I think the disappointment in our industrial was related to more on the revenue side. Some of the weather related items that we talked about as well as flat results in Europe. 50% of our Industrial segment is outside of North America and we did not experience growth there. And so that was a challenge for us. We are making good progress on the margin side and I think that'll show up in the coming quarters. FX certainly -- FX also negatively impacted us both translational and in certain places transactional perspective. And again our largest exposure internationally is in our Industrial segment.

And then just two quick follow ups, so first off the tax rate, just wanted to understand do you expect it to see that 26% rate from here on? Apologies if I missed that.

That's correct. The third and fourth quarter that's about where we would see taxes.

Okay, great. And then secondly, at the Investor Day you talked about kind of maintaining a level of sales growth that's required for that 540 basis points of margin improvement. Do you still see that as relatively achievable or was there potentially some greater slowing that would cause you to potentially adjust that that view that i.e., growth maybe -- could be a little bit below where you thought it would be and that would result in less margin improvement?

For the things that we control, we see that as relatively achievable. And in fact in the quarter we did, I think, between organic growth and acquisitions we were in the 5.5% or 6% range. Foreign exchange negatively impacted that by 2 points. Who knows where that'll go, the dollar seems to be weakening as we speak today, but the direction of the dollar and the stock market are anybody's guess in the coming months and quarters. But we feel pretty good about our ability to generate through a combination of organic growth by keeping our nose to the grindstone and our sales and marketing people focused on the market and our customers, as well as the regular stream of acquisition activity that we see as possible that those targets are very doable. The foreign exchange swings plus or minus will be a variable that we don't control. But I think over time we wouldn't expect them to be meaningful, but time will tell.

Got it, thank you.

Thank you.

From Vertical Research Partners we have Kevin McCarthy. Please go ahead.

Good morning, Kevin.

Good morning. How are you?

Good. Thank you.

Couple of questions, as you've reinstated earnings guidance. As I look at the range for the fiscal third quarter and irrespective of the level of the guidance. I guess, I'm impressed that you have a very narrow range of just $0.02 from top to bottom. Can you comment on the level of your visibility at this point as you move through the MAP to Growth execution? And if it turns out you know several months from now that your earnings are materially better or materially worse than what you're laying out as guidance, what are some of the key variables that might be harder to predict right now that could be a swing factor with regard to your near-term earnings?

So I think the -- great question. The variables will be revenues and some of that people will be tired of this, but some of that will be weather related. So far we seem to be in pretty good shape there and certainly the foreign exchange will be a variable that we don't control. We'll see where that goes it seems to be settling down a little bit. And then the third variable which again I mentioned I think we will figure out how to carve out so that it's obvious as to what the impact is, but also separated from our core operating results as this mark to market. Last year I think we had $3.5 million gains on a pre-tax basis in the third quarter.

More like $5.5 million.

More like $5.5 million and this year we’ll end up certainly with some level of millions of dollars of losses if the market stays where it is. So there could be a material swing there. That's a non-operating item that we will be sure to specifically address. Those are the variables, you separate that I think the variables are really revenues and weather makes a difference in the third quarter particularly in our Consumer segment, if you get an early spring a lot of times we'll get strong shipments particularly after the January year ends of a lot of our big accounts in February and a big February in consumer to make a big third quarter a weak February in consumer means this all gets pushed into the fourth quarter. So that's the biggest variable I would see in revenues and where it might come from. And then the other is FX, I think we have expenses pinned down very well and I think we're continuing to generate a growing level of restructuring savings that we're pretty confident in.

That's really helpful. And with regard to the weather impact, have you quantified or attempted to quantify the aggregate impact in the fiscal second quarter and how that might have split between industrial and consumer?

I don't have that off the top of my head, Kevin, other than knowing that we had disappointing results in the three businesses I mentioned Tremco roofing, Dryvit and some of our consumer products product categories that are exterior used products. And we believe those shortfalls to our internal plan were related to weather.

And last one, if I may. Just coming back to guidance, do you feel as so looking ahead to the May quarter that you would be in a position to compare positively on a year-over-year basis on the bottom line.

Yes.

Very good, thanks very much.

Thank you.

From Morgan Stanley, we have Vincent Andrews. Please go ahead.

Thanks. I'd just like to follow up on that four quarter question just in terms of -- I appreciate the comments you had Frank about guidance, and then obviously we were all including myself ahead of things for 2Q and now apparently 3Q. Does that extend to 4Q would seem logical that we've got 2Q wrong and 3Q wrong we probably have 4Q wrong as well. So I’m just kind of asking more specifically about your comfort with the actual consensus number for the fourth quarter.

Yes, I don't think we're in a position to provide guidance for the fourth quarter now. I think on the April call we will provide the same type of specific guidance then on the fourth quarter that we have provided in the third quarter. And then I think we will be in a better position as we look into next year to provide more reasonable guidance. As I mentioned on hindsight it seem like the right thing to do given all the variabilities and all the restructuring charges that we would have and not knowing the timing of that. But certainly in hindsight it did not help us to not be providing some high level of guidance. And so I think it was as much a communication hiccup relative to the second quarter and third quarter. Certainly some of its performance related, but a lot of its math around tax issues last year versus where we'll be this year in the third quarter. And expectations on guidance that were never part of what was happening in our industry or what we saw for the year and that was our mistake in communications and we will improve.

Fair enough and I appreciate that the candor on that. Just a couple of other follow ups, the wet weather, was that primarily a September issue with the hurricanes or did that -- was that actually an October and November issue as well?

It was the wettest record on fall or a fall on record or the second wettest fall on record. And it was a great frustration relative to -- we mentioned Tremco roofing a number of times. We've got a good backlog and good order flow and a lot of projects that were delayed or put off or interrupted specifically. And it was just a frustrating period of time the same is true for our Dryvit business, which is all exterior work. And then it's more anecdotal in terms of measuring what we thought would happen versus consumer takeaway in certain categories that again are more exterior related.

Okay. And maybe just one last quick one, if you could just tell us roughly what you think the FX headwind will be in the third or fourth -- third and fourth quarters that would be helpful.

Yes, it's hard to say, it was 2 percentage points of sales in Q2. I would hope it would be a little bit less than that, but I think that's probably a number at this point you can count on that that's what I would stick in a model. I’d say that the dollar is starting to weaken a little bit relative to the Fed easing off on further rate increases. And so -- but 2% is probably what I would expect. And depending on where things go maybe it won't be quite as negative.

Okay, thanks very much. Appreciate all the comments.

Thank you.

From KeyBanc we have Mike Sison. Please go ahead.

Hey guys, Happy New Year.

Hey, Mike. Thank you.

When you think about the fourth quarter, I know you don't want to give specific guidance, but can you maybe talk about some of the year-over-year positives that you'll see as tailwinds for the fourth quarter in terms of earnings growth?

Sure. So I think the fourth quarter will be the first period where some meaningful MAP to Growth savings will start to be realized. We announced five plant closures in this quarter and as I commented on earlier in some cases we have one act [ph] requirements, in other cases it's just an internal announcement that obviously once we've announced something internally it can quickly go external. So we feel comfortable in communicating those. But in many instances the operations aren't ceased for 60 or 90 days. And at that point you're starting to save the dollars. The negotiations that we've been having with a lot of our key vendors in terms of volume consolidation and some improvements in pricing and terms have trigger dates of the end of January end of February. Obviously there's more work to do there, but -- so we feel good about having some meaningful benefits in the fourth quarter. I think secondly last year was a very disappointing quarter in our Consumer segment for a number of reasons. There was a lot of competitive activity and some different changes in the marketplace. That all shook out positively for us in terms of market share gains as we got into the early summer months. And so, I think that will reflect positively on our results in the fourth quarter as well. I think those are the principal categories that we see as driving what will be a year-over-year positive fourth quarter.

Right. And then just one quick follow up, you talked about acquisition is still a core focus for RPM. Any update on the environment, any areas that you think you're going to be particularly focused on in acquiring over the next couple of quarters?

We completed in this last quarter a another cleaning category product for Rust-Oleum, mole control. And that's a pretty exciting category for Rust-Oleum in terms of growth. We completed this year a relatively small product line focused on railcar called strat [ph] more with carb line. And that's turning into a real nice acquisition. They're smaller deals, but particularly on the industrial side if we can start to mirror what we've done in consumer. We picked up a nice product line and some good technology that's focused in a particular area and we've expanded what was a sales force of a dozen people into the pockets of a carb line sales force of 200 people. And that's really driving revenues. And so we're looking for more deals like that. I don't expect our deal flow to be any bigger than what we communicated in November 28, which is somewhere in the $150 million to $200 million a year made up of multiple deals. But the deal flow out there is still pretty solid and we're working hard to find more opportunities like that.

Great, thank you.

From Seaport Global Securities we have Michael Harrison. Please go ahead.

Hey, good morning.

Good morning.

Kind of sticking with the acquisition theme you did mention Nudura there, but it looks that the contribution from Nudura was pretty solid in the quarter. I know that that's a compliment to Dryvit, but I'm guessing does not have the exterior the weather related impact that that Dryvit saw. So can you just talk a little bit about the performance of Nudura in the quarter and maybe help us understand the revenue potential relative to that $40 million annual contribution you mentioned when you acquired that business?

Sure, that was a revenue base. We're very excited about Nudura. When you look at the durability, particularly as their concerns around weather related events and as you look at code changes in relationship to the energy efficiency of the insulated concrete form structure that Nudura has, we're big -- we're long Nudura, we're very bullish about it. There are good synergy opportunities would drive it and they're also good synergy opportunities with the Tremco sealants part of our construction products group. And, as we get into what is typically our March growth and strategy, the real challenge for us is to be is to think about how and how much and how -- and where we can be most effective in promoting Nudura to a larger audience. It is one of the building category elements of the future that we believe in. And we've just got to get out there and promote it and get it specified in greater areas and greater amounts. But very exciting opportunity and a great fit with multiple RPM product areas.

Right. And then you mentioned increasing the advertising spend within the consumer business, it seems like consumer had kind of the biggest margin shortfall at least relative to my expectations. A lot of that was also raw material, but just wondering how much the additional advertising spend was maybe weighing on the margin in consumer on a year-over-year basis?

Yes, I don't know that it is a big difference, it's up in the quarter about $2 million, and…

$200,000.

$200,000, no $200,000. So it was up in the quarter only $200,000 year-over-year and it's up $2 million on the year. But it's a category that in light of a focus on cost improvement and restructuring that we're not cutting. In fact in certain areas we're promoting and I think we have to do that. Particularly in light of what's been disappointing consumer takeaway a lot of it, we believe is weather related. But as we get into the spring as well, we need to continue as the leader in a lot of these categories to promote the use and work with our major customers to get people in the stores and get people coming in these categories. So that's an area that we have deliberately not cut or focused on, obviously Rusty, corrected me, it was up $200,000 in the quarter. So that's not a big number this quarter.

Got it. And then a quick one for, Rusty, just in terms of the diluted share count around the end of the quarter. I know you didn’t redeem that convertible bond until the end of the quarter. But it looks like for accounting purposes that convertible was excluded from the share counts for the entire quarter. Is that correct?

Yes, for the GAAP set of financial statements we’re on the two class method. And the two class method has a lower share count, because we're not including unvested equity awards in the share count. And then, on the non-GAAP set of numbers, as adjusted set numbers with the as adjusted EPS of $0.52 we're using a higher share count, because we're using the treasury method for shares and that does include the shares from the convert. We're going to see the benefit of the convertible redemption in future quarters. But we did not get it so much in the second quarter because we redeemed it three days before quarter end.

And so maybe a better way to ask the question is what was the diluted share count at the end of the quarter that we should be using for Q3?

Yes, in terms of the share count for Q3, it will be down about 3.3 million shares for the impact of the convertible. So it would be down in the 133 million range for the quarter. And then on an annualized basis we should pick up $0.03 to $0.04.

Okay, thanks very much.

From Northcoast Research we have Kevin Hocevar. Please go ahead.

Good morning.

Hey, good morning everybody. Good morning. On the pricing agreements that you've discussion you've had it sounds like you've locked in pricing for February-March timeframe. Is that across all the segments, is it focused something maybe in consumer to some degree? Just wondering if you could give some clarity on where the pricing is being realized?

Sure, the pricing in our consumer and specialty products has been happening throughout the year. We did have some price increases in our consumer businesses earlier in the year and across much of our customer base. But in certain areas where we had a significant competitive line reviews a year ago and or new product categories as part of our commitments we were locked in for a 12-month period. And those locked in periods are expiring this spring.

Got you. And just the $0.10 to $0.12 EPS, I just want to make sure is that a non-GAAP number that excludes all the MAP to Growth and other restructuring charges.

Yes, that is exclusive of the whatever the charges will be in the third quarter. And again we'll highlight that in detail obviously when we report the quarter.

Okay, great. Thank you very much.

Thank you.

From JPMorgan we have Jeff Zekauskas. Please go ahead.

Thanks very much. Your cash flows improved for the six months by about $30 million, but your deferred tax there was a positive change in deferred taxes of about $30 million for the six months year-over-year. And there was also an $11 million positive swing in realized and unrealized marketable securities cash flow. Can you discuss what those are for the year? Are these permanent or impermanent? And what's driving the changes in deferred taxes in particular?

Sure. Last year, Jeff, you're seeing a big number on the deferred tax line on the cash flow, use of cash of $32 million. And that's really an adjustment to the net income line up above for some non-tax impact of what I would call our legal entity realignment project last year, which allowed us to get some big tax benefits in the second quarter. And our tax rate you might remember in the second quarter last year was only 12% because of this project. So that's impacted by that specific item where we basically were able to flip a large amount of our APB23 reserve as a result of improved utilization of foreign tax credits that resulted from that. Your next question was on the marketable securities line. And we are showing this year a change in that. We have proceeds from sales of marketable securities this year of $35 million. That was actually cash we've been able to move from our captive insurance companies, which Frank mentioned before for use in our operations because our captives were a bit over capitalized. And as a result we're able to get a net positive cash flow. If you look at the prior year on the marketable securities lines that's more normal activity each quarter as we rebalance our investment portfolio.

So the tax rate that you're now talking about of 26% for the third quarter. Like in theory why shouldn't your tax rate be closer to 21% in a plus or minus a little bit. And is that a more reasonable forecast for 2019 your tax rate I think was 28% in this quarter. I don't understand why it's so high.

The 21% is actually the U.S. statutory rate.

Exactly….

The tax rate, it's a combination of jurisdictional mix and now for the first time ever with the U.S. tax rate meaningfully favorably better than most foreign operations the jurisdictional mix will likely quarter-by-quarter be higher because of the a third of our business or so that is outside of United States. So unlike past years for us and other companies where you would end up an actual tax rate is somewhat below the U.S. statutory rate, which was at least in the developed world the highest in the world. Now you're likely to see a higher tax rate.

And also we have state taxes too included on top of the Federal of 21%.

But the biggest part of the jurisdictional and now we tend to average up our tax rate because of our foreign income and higher tax rates than where the U.S. is. So that's the benefit of tax reform that I think we're all enjoying.

What are your high tax rate jurisdictions?

I can't answer that off the top of my head right now. But I can tell you it's almost every country in which we do business outside of the United States in the developing world.

Okay, great. Thank you so much.

From Great Lakes Review we have a follow up from Jason Rogers. Please go ahead.

Appreciate, you taking a follow-up. I just had a quick one for Rusty. If the diluted share count was $131.7 million in the second quarter and that did not include the 3.3 million share reduction from the convertible then why should the share count be around 133 million in the third?

Yes, we don't know the third for sure because we could either use the 2-class method or the treasury method. It depends on earnings. We pick the one Christine that’s most NI dilutive right, so that would depend on what the earnings are during the quarter. So the third quarter is a bit uncertain just due to the nature of the season and we're at a low earnings point. We're not sure which method exactly we'll be on, but we can tell you for sure we’ve redeemed those shares and there's 3.3 million shares that used to be in our diluted share count under the treasury method that aren't there.

Okay, thank you.

You're welcome.

From Gabelli & Company, we have a follow-up from Rosemarie Morbelli. Please go ahead.

Thank you. This is for Rusty. As long as there is so much volatility regarding the mark to market of the securities of your portfolio, why not is it at all possible to take it out of the adjust numbers so we look at operations on an apples to apples basis eliminating the volatility of that item.

We will work with our auditors to address that in the third quarter and certainly that's what we aspire to. It’s a non-operating item and it'll be pluses and minuses and so we need to work on how we would do that and then just make it a permanent adjustment and carve it out of our operating results.

Okay, thanks Frank. And if we look at the second quarter, what was the impact of that item on a per share basis. I'm assuming that it has -- there is a tax impact on it and I have no idea what the rate is I am assuming it's not your corporate rate.

It’s $0.05 in the quarter. That's why I mentioned that item alone was the difference between being flat year-over-year on the EPS line and the aggravating part of the accounting reg is again in the past you would only recognize a gain or loss if they were realized as you manage your captive insurance companies to -- where you would have to liquidate to meet insurance needs and things like that or offset gains and losses. Now you mark to market, but because they're not realized they're not tax deductible. And so if you have an unrealized $5 million hit, it's not actually tax deductible until you effectively sell those securities and have an actually realized loss. So it's a really double whammy in terms of your bottom line. So again, we're going to work to figure out the appropriate way to address it and then carve it out of our results in future periods.

So just making sure I get this properly, instead of $0.52 then you would have reported $0.57 from operations adjusted in the second quarter?

I think that's the simplistic way of looking at it. I think that's right.

Yes, I like simple. And looking at the third quarter in the $0.10 to $0.12, do you have some kind of an impact from that particular item incorporated in that those numbers?

Yes, we have about a $5 million negative impact on a year-over-year basis in those items between the gains we realized in the prior year and an anticipated loss this year. But we won't know the actual number until we close the quarter and whether the stock market between now and the end of the quarter is up 1,000 points or down 1,000 points or somewhere in between.

Okay, thank you.

Thank you. We will now turn it back to Frank Sullivan for closing remarks.

Thank you, Brandon. Thank you very much for your participation in our call today. I'd also like to thank the RPM associates around the world they’re continuing to generate solid growth in a challenging environment. Most importantly, we appreciate your questions and your commitment as we continue to execute our 2020 MAP to Growth and drive a more valuable, more competitive RPM. Thank you, Happy New Year to all and we will look forward to talking to many of you in the coming months and updating everybody in our progress on our April Investor Call. Thanks. Happy New Year and have a great day.

Thank you. Ladies and gentlemen, this concludes today's conference. Thank you for joining. You may now disconnect.