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We have audited management’s assessment, included in the accompanying "Management’s Report on Internal Control over Financial
Reporting," that RPM International Inc. and Subsidiaries ("RPM" or "the Company") maintained effective 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 (the COSO criteria). RPM’s management is responsible for
maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over
financial reporting. Our responsibility is to express an opinion on management’s assessment and an opinion on the effectiveness of
the Company’s internal control over financial reporting based on our audit.
We conducted our audit 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 effective internal control over
financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over
financial reporting, evaluating management’s assessment, testing and evaluating the design and operating effectiveness of internal
control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a
reasonable basis for our opinion.
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with Generally Accepted
Accounting Principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of
the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with Generally Accepted Accounting Principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could
have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because
of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of
and conclusion on the effectiveness of internal control over financial reporting did not include an assessment of the effectiveness of
internal controls over financial reporting of Tor Coatings Limited ("Tor") and the acquired businesses of The Dane Group ("Dane"),
which were acquired by RPM in 2007, and are included in the 2007 Consolidated Financial Statements of RPM and constituted
approximately $68.6 million of total assets as of May 31, 2007, approximately $17.8 million of revenue and approximately $0.4 million
of pre-tax loss for the year then ended. Our audit of internal control over financial reporting of RPM as of May 31, 2007 also did not
include an evaluation of the internal control over financial reporting of Tor and Dane.
In our opinion, management’s assessment that RPM maintained effective internal control over financial reporting as of May 31, 2007,
is fairly stated, in all material respects, based on the COSO criteria. Also, in our opinion, RPM maintained, in all material respects,
effective internal control over financial reporting as of May 31, 2007, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the
Consolidated Balance Sheet of RPM International Inc. and Subsidiaries as of May 31, 2007 and the related Consolidated Statements of
Income, Stockholders’ Equity and Cash Flows for the year then ended and our report dated July 27, 2007 expressed an unqualified
opinion thereon.
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