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We have audited the accompanying consolidated balance sheets of RPM International Inc. and Subsidiaries ("RPM" or "the
Company") as of May 31, 2007 and 2007 and the related consolidated statements of income, stockholders’ equity and cash flows for
the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.
In our opinion, the Consolidated Financial Statements referred to above present fairly, in all material respects, the consolidated
financial position of RPM at May 31, 2007 and 2007 and the consolidated results of its operations and its cash flows for the years then
ended, in conformity with U.S. Generally Accepted Accounting Principles.
As discussed in Note A to the Consolidated Financial Statements, effective June 1, 2007, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 123 (Revised 2004), Share-Based Payment. Also, as discussed in Note A to the Consolidated Financial
Statements, effective on May 31, 2007, the Company adopted SFAS No. 158, Employers’ Accounting for Defined Benefit Pension and
Other Post Retirement Plans, an amendment to FAS 87, 88, 106 and 132(R).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States),
the effectiveness of RPM’s internal control over financial reporting as of May 31, 2007, based on criteria established in Internal
Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report
dated July 27, 2007 expressed an unqualified opinion thereon.
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