SEC Document


Kop-Coat Inc., TCI, Inc. and RPM Wood Finishes Group, Inc. The Bankruptcy Plan was confirmed on December 10, 2014 and, effective as of December 23, 2014, Bondex, SPHC, Republic and NMBFiL emerged from bankruptcy.  For information regarding asbestos litigation involving SPHC and Bondex, see Note A(2) to the Consolidated Financial Statements.

Environmental Proceedings

Following an audit of Rust-Oleum Corporation’s Annual Quantity and Emissions Reports, the State of California’s South Coast Air Quality Management District (the “AQMD”) issued a Notice of Violation to Rust-Oleum alleging violations of AQMD’s Rule 314 (relating to fees for architectural coatings) and Rule 1113 (relating to limits on volatile organic compound content in architectural coatings).  Rust-Oleum estimates that it may be subject to excess emission fees, civil penalties and AQMD’s costs in the range of approximately $100,000 to $200,000 in the aggregate, and anticipates that all or a portion of such payments may be offset by a credit for excess amounts that Rust-Oleum has previously paid to AQMD.

The U.S. Environmental Protection Agency issued a Notice of Violation to Rust-Oleum Corporation alleging three violations of regulations/permits issued under the Clean Air Act.  With respect to the resolution of this Notice of Violation, Rust-Oleum paid a penalty of $181,000 in April 2017.

As previously reported, several of our subsidiaries are, from time to time, identified as a “potentially responsible party” under the federal Comprehensive Environmental Response, Compensation and Liability Act and similar local environmental statutes. In some cases, our subsidiaries are participating in the cost of certain clean-up efforts or other remedial actions. Our share of such costs to date, however, has not been material and management believes that these environmental proceedings will not have a material adverse effect on our consolidated financial condition or results of operations. See “Item 1 — Business — Environmental Matters,” in this Annual Report on Form 10-K.



Item 4.  Mine Safety Disclosures

Not applicable.






Item 5.  Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

The information set forth at page 64 of the 2017 Annual Report to Stockholders under the heading, “Quarterly Stock Price and Dividend Information” is incorporated herein by reference.

The following table presents information about repurchases of RPM International Inc. Common Stock made by us during the fourth quarter of fiscal 2017:




Total Number

of Shares

Purchased (1)




Price Paid

Per Share



Total Number

of Shares

Purchased as

Part of Publicly


Plans or





Number of

Shares that

May Yet be


Under the

Plans or

Programs (2)


March 1, 2017 through March 31, 2017















April 1, 2017 through April 30, 2017















May 1, 2017 through May 31, 2017















Total - Fourth Quarter

















All of the shares of common stock reported as purchased are attributable to shares of common stock that were disposed of back to us in satisfaction of tax obligations related to the exercise of SARS, which were granted under RPM International Inc.'s Amended and Restated 2004 Omnibus Equity and Incentive Plan, and the vesting of restricted stock which were granted under the 2007 Restricted Stock Plan.


Refer to Note G of the Notes to Consolidated Financial Statements for further information regarding our stock repurchase program.





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