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2007 Annual Report
2007 Report Cover
Growing Green
11-Year Financial Highlights
Solid Financial Performance
Growth Opportunities
Contents
Letter from the CEO
What's New
Letters to the Editor
Acquisition News Briefs
Q & A with the CEO
Building a Balanced and Diversified Portfolio
Leveraging Efficiencies for Growth
Industrial Segment
Consumer Segment
Strong Values and Service
Management's Discussion and Analysis
Financial Statements
Notes to Financial Statements
Quarterly Stock Prices and Dividend Information
Management Report on Internal Control
Auditor's Report
Stockholder Information
Subsidiaries
Directors and Officers
Raising the Flag in World Markets
  

MANAGEMENT's REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

The management of RPM International Inc. is responsible for establishing and maintaining adequate internal control over financial reporting for the Company, as such term is defined in Rule 13a-15(f) under the Securities Exchange Act of 1934. RPM's internal control system was designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Consolidated Financial Statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements and even when determined to be effective, can only provide reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of RPM's internal control over financial reporting as of May 31, 2007. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control-Integrated Framework. The scope of such assessment did not include Tor Coatings ("Tor") and the acquired businesses of The Dane Group ("Dane"), which the Company acquired in 2007, and are included in our Consolidated Financial Statements, aggregating approximately $68.6 million of total assets as of May 31, 2007, approximately $17.8 million of net sales and approximately $0.4 million of pre-tax loss for the year then ended. Based on this assessment, management concluded that, as of May 31, 2007, RPM's internal control over financial reporting is effective.

The independent registered public accounting firm Ernst & Young LLP, has also audited the Company's assessment of internal control over financial reporting as of May 31, 2007 and their report thereon is included on page 67 of this report.

  Frank C. Sullivan
  President and Chief Executive Officer

  Robert L. Matejka
  Vice President, Chief Financial Officer and Controller


July 27, 2007