Report of independent Registered Public Accounting Firm
to the board of directors and stockholders
RPM International Inc. and Subsidiaries
Medina, Ohio
We have audited the accompanying consolidated balance sheets of RPM International Inc. and Subsidiaries (“RPM” or “the
Company”) as of May 31, 2008 and 2007 and the related consolidated statements of income, stockholders’ equity and cash flows
for each of the three years in the period ended May 31, 2008. 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, 2008 and 2007 and the consolidated results of its operations and its cash flows for each of the
three years in the period ended May 31, 2008, in conformity with U.S. generally accepted accounting principles.
As discussed in Note A to the consolidated financial statements, effective June 1, 2006, 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 and June 1, 2007, the Company adopted the recognition and measurement date
provisions, respectively, of 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, 2008, 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 28, 2008 expressed an unqualified opinion thereon.
Cleveland, Ohio
July 28, 2008
Report of Independent Registered Public Accounting Firm
to the board of directors and stockholders
RPM International Inc. and Subsidiaries
Medina, Ohio
We have audited the accompanying consolidated balance sheets of RPM International Inc. and Subsidiaries (“RPM” or “the
Company”) as of May 31, 2008 and 2007 and the related consolidated statements of income, stockholders’ equity and cash flows
for each of the three years in the period ended May 31, 2008. 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.
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.
In our opinion, RPM maintained, in all material respects, effective internal control over financial reporting as of May 31, 2008, 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, 2008 and 2007 and the related consolidated
statements of income, stockholders’ equity and cash flows for each of the three years in the period ended May 31, 2008 and our
report dated July 28, 2008 expressed an unqualified opinion thereon.
Cleveland, Ohio
July 28, 2008