Report of Independent Registered Public Accounting Firm
TO THE BOARD OF DIRECTORS AND STOCKHOLDERS
RPM International Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheets of RPM International Inc. and Subsidiaries (“RPM” or “the Company”) as of
May 31, 2009 and 2008 and the related consolidated statements of income, stockholders’ equity and cash flows for each of the three years
in the period ended May 31, 2009. 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, 2009 and 2008 and the consolidated results of its operations and its cash flows for each of the three years in the period
ended May 31, 2009, in conformity with U.S. generally accepted accounting principles.
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, 2009, 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 24, 2009 expressed an
unqualified opinion thereon.
July 24, 2009