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, 2009. 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. Based on this assessment, management concluded that, as of May 31, 2009, RPM’s internal control over financial reporting is effective.
The independent registered public accounting firm Ernst & Young LLP, has also audited the Company’s internal control over financial reporting as
of May 31, 2009 and their report thereon is included on page 62 of this report.
|Frank C. Sullivan
Chairman and Chief Executive Officer
|P. Kelly Tompkins
Executive Vice President - Administration and Chief Financial Officer
July 24, 2009