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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
FORM 11-K
(Mark One):
     
þ   ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2010
OR
     
o   TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________ to _______________
Commission file number 1-14187
     A. Full title of the plan and the address of the plan, if different from that of the issuer named below: RPM International Inc. Union 401(k) Trust and Plan, as amended
     B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: RPM International Inc. 2628 Pearl Road, P.O. Box 777, Medina, Ohio 44258
 
 

 


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RPM INTERNATIONAL INC.
UNION 401(k) TRUST AND PLAN
FINANCIAL
STATEMENTS
DECEMBER 31,
2010 AND 2009

 


 

RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
TABLE OF CONTENTS
         
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    1  
FINANCIAL STATEMENTS
       
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    12  
 EX-23.1

 


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REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
RPM International Inc. Audit Committee
RPM International Inc. Union 401(k) Trust and Plan
Medina, Ohio
We have audited the accompanying statements of net assets available for benefits (modified cash basis) of the RPM International Inc. Union 401(k) Trust and Plan as of December 31, 2010 and 2009, the related statement of changes in net assets available for benefits (modified cash basis) for the year ended December 31, 2010, and the supplemental schedule of assets (held at end of year) as of December 31, 2010. These financial statements and supplemental schedule are the responsibility of the Plan’s management. Our responsibility is to express an opinion on these financial statements and supplemental schedule 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 consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, 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.
As described in Note A, these financial statements and supplemental schedule were prepared on a modified cash basis of accounting, which is a comprehensive basis of accounting other than generally accepted accounting principles.
In our opinion, the financial statements and supplemental schedule referred to above present fairly, in all material respects, the net assets available for benefits of the RPM International Inc. Union 401(k) Trust and Plan as of December 31, 2010 and 2009, and the changes in net assets available for benefits for the year ended December 31, 2010, on the basis of accounting described in Note A.
/s/ SS&G Financial Services, Inc.
CERTIFIED PUBLIC ACCOUNTANTS
Cleveland, Ohio
June 23, 2011

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RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
(MODIFIED CASH BASIS)
                 
    DECEMBER 31,  
    2010     2009  
ASSETS
               
 
               
Investments, at fair value
  $ 4,517,629     $ 2,092,967  
 
               
Receivables
               
Notes receivable from participants
    454,050       100,557  
Employer’s contribution
    14,042       5,840  
Participants’ contributions
    22,169       13,653  
 
           
 
               
 
    490,261       120,050  
 
           
 
               
Adjustment from fair value to contract value for fully benefit responsive investment contracts
    (26,178 )     11,708  
 
           
 
               
NET ASSETS AVAILABLE FOR BENEFITS
  $ 4,981,712     $ 2,224,725  
 
           
See accompanying notes to financial statements.

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RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(MODIFIED CASH BASIS)
FOR THE
YEAR ENDED DECEMBER 31, 2010
                 
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
               
Contributions
               
Participants
  $ 185,400          
Employer
    91,435     $ 276,835  
 
             
 
               
Investment income
               
Interest and dividends
    23,408          
Unrealized gain on investments
    238,124          
Realized gain on sale of investments
    35,531       297,063  
 
             
 
               
Interest on notes receivable from participants
            10,017  
 
               
Assets transferred from Trustee of predecessor plan
            2,745,449  
 
             
 
               
 
            3,329,364  
 
               
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
               
Benefits paid to participants
    571,560          
Administrative expenses
    817       572,377  
 
           
 
               
Net increase
            2,756,987  
 
               
Net assets available for benefits:
               
 
               
Beginning of year
            2,224,725  
 
             
 
               
End of year
          $ 4,981,712  
 
             
See accompanying notes to financial statements.

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RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A — Significant accounting policies
Basis of accounting
The Plan’s policy is to prepare its financial statements on the modified cash basis of accounting. Contributions are recorded on the accrual basis, dividends are recorded on the ex-dividend date, and other revenues are recognized when received rather than when earned. Certain expenses and purchases of assets are recognized when cash is disbursed rather than when the obligation is incurred.
Investment valuation and income recognition
Investments are reported at fair value. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. See note C for discussion of fair value measurements.
Purchases and sales of securities are recorded on a trade-date basis. Interest income is recorded when received. Dividends are recorded on the ex-dividend date.
In accordance with Generally Accepted Accounting Principles (GAAP) and the modified cash basis of accounting, the Plan has adopted Financial Accounting Standards Board (FASB) provisions for the Reporting of Fully Benefit-Responsive Investment Contracts Held by Certain Investment Companies Subject to the AICPA Investment Company Guide and Defined-Contribution Health and Welfare and Pension Plans. FASB guidance requires that investment contracts held by a defined-contribution plan be reported at fair value. However, contract value is the relevant measurement attribute for that portion of the net assets available for benefits of a defined-contribution plan attributable to fully benefit-responsive investment contracts because contract value is the amount participants would receive if they were to initiate permitted transactions under the terms of the Plan. As required by GAAP and the modified cash basis of accounting, the Statement of Net Assets Available for Plan Benefits presents the fair value of the investment in the common/collective trusts as well as the adjustment for the fully benefit-responsive investment contracts from fair value to contract value. The Statement of Changes in Net Assets Available for Benefits is prepared on a contract value basis.
Notes receivable from participant accounts
Notes receivable from participants are measured at their unpaid principal balance plus any accrued but unpaid interest. Delinquent participant loans are reclassified as distributions based upon the terms of the plan document.
Contributions
Contributions are recorded on an accrual basis.
Payment of benefits
Benefits are recorded when paid.

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RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE A — Significant accounting policies, continued
Use of estimates
The preparation of financial statements, in conformity with the modified cash basis of accounting, requires management to make estimates and assumptions that affect the reported amount of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.
Reclassifications
Certain reclassifications have been made to the 2009 financial statement presentation to correspond to the current year’s format. Total net assets are unchanged due to these reclassifications.
Recent accounting pronouncements
In September, 2010, the FASB issued guidance to amend generally accepted accounting principles (GAAP) and the modified cash basis of accounting related to the classification and measurement of loans to participants by defined contribution pension benefit plans. Previous guidance required loans to participants to be classified as plan investments, which are generally measured at fair value in accordance with GAAP. The new guidance requires that loans to participants are classified as notes receivable from participants and measured at their unpaid principal balance plus any accrued but unpaid interest. The new guidance is effective for periods ending after December 15, 2010 and must be applied retrospectively.
NOTE B — Description of the Plan
The following description of the Plan provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.
General
The Plan, adopted on February 1, 1997, is a defined contribution savings plan covering certain union employees at several wholly-owned domestic subsidiaries of RPM International Inc. (the Company). The Plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

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RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE B — Description of the Plan, continued
Contributions
Participants may contribute up to 50% of pretax annual compensation. Participants who have attained age 50 before the end of the plan year are eligible to make catch-up contributions. Participants may also contribute amounts representing distributions from other qualified defined benefit or defined contribution plans. Participants direct the investment of their contributions into various investment options offered by the Plan. The Plan currently offers a variety of investment funds as investment options for participants. The Company matches, depending upon the collective bargaining agreement of each participating union, up to a maximum rate of 100% of the first 3% and 50% of the next 2% of employee deferrals. The matching Company contribution is invested in the same manner in which the participants invest their own contributions. Contributions are subject to certain limitations.
Participant accounts
Each participant’s account is credited with the participant’s contribution, the Company’s matching contribution and an allocation of Plan earnings and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant’s vested account.
Vesting
Vesting is immediate for contributions, both for employee and employer, and earnings thereon.
Participant loans
Participants may borrow from their fund accounts a minimum of $1,000 up to a maximum equal to the lesser of $50,000 or 50% of their vested account balance. The loans are secured by the balance in the participant’s account and bear interest at rates that range from 4.25% to 10.25%. Principal and interest are paid ratably through payroll deductions.
Payment of benefits
On termination of service due to death, disability, or retirement, a participant generally will receive a lump-sum amount equal to the value of the participant’s vested interest in his or her account. For termination of service or other reasons, a participant may receive the value of the vested interest in his or her account as a lump-sum distribution.
Plan expenses
During 2010, certain administrative expenses and fees incurred in connection with the sale, purchase, and management of the assets of the investment funds were paid by the Plan.
Merger of Plan
Effective October 1, 2010, as a result of a condition of a new Collective Bargaining Agreement, the Testor Corporation 401(k) Plan for Collective Bargaining Unit Employees was merged into this Plan.

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RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C — Fair value measurements
The Accounting Standards Codification (ASC) 820 defines fair value and provides guidance for measuring fair value and expands disclosures about fair value measurements in accordance with accounting principles generally accepted in the United States of America. ASC 820 does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements.
ASC 820 establishes a framework for measuring fair value. That framework provides a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobserved inputs (Level 3 measurement). The three levels of the fair value hierarchy under ASC 820 are described below:
  Level 1    Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the Plan has the ability to access.
 
  Level 2    Inputs to the valuation methodology include:
    Quoted prices for similar assets or liabilities in active markets;
 
    Quoted prices for identical or similar assets or liabilities in inactive markets;
 
    Inputs other than quoted prices that are observable for the asset or liability;
 
    Inputs that are derived principally from or corroborated by observable market data by correlation or other means.
      If the asset or liability has a specified (contractual term), the Level 2 inputs must be observable for substantially the full term of the asset or liability.
 
  Level 3    Inputs to the valuation methodology are unobservable and significant to the fair value measurements.
The asset’s or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs.
Following is a description of the valuation methodologies used for assets measured at fair value.
Mutual funds: Valued at the net asset value of shares held by the plan at year-end.
RPM Stock Fund: Valued at net asset value of units held by the Plan at year-end.
Common/collective trusts: Valued at net asset value of units held by the Plan at year-end after adjustments to reflect all fund investments at fair value, including direct and indirect interests in fully benefit- responsive contracts, as reported in the audited financial statements of the fund.

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RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE C — Fair value measurements, continued
The methods described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2010 and 2009:
Assets at Fair Value as of December 31, 2010
                                 
    Level 1     Level 2     Level 3     Total  
Mutual Funds
                               
Balanced Funds
  $ 425,558     $     $     $ 425,558  
Growth Funds
    1,061,942                   1,061,942  
Fixed Income Funds
    548,962                   548,962  
International Funds
    150,420                   150,420  
Other Funds (target & cash)
    515,149                   515,149  
 
                       
Total Mutual Funds
    2,702,031                   2,702,031  
Common Collective Trusts
                               
Stable Value Fund
          1,218,463               1,218,463  
Enhanced Stock Market Fund
          421,746             421,746  
 
                       
Total Common Collective Trusts
          1,640,209             1,640,209  
RPM Common Stock Fund
          175,389             175,389  
 
                       
Total Assets at Fair Value
  $ 2,702,031     $ 1,815,598     $     $ 4,517,629  
 
                       
Assets at Fair Value as of December 31, 2009
                                 
    Level 1     Level 2     Level 3     Total  
Mutual Funds
                               
Balanced Funds
  $ 221,289     $     $     $ 221,289  
Growth Funds
    716,091                   716,091  
Fixed Income Funds
    80,800                   80,800  
International Funds
    80,617                   80,617  
Other Funds (target & cash)
    194,239                   194,239  
 
                       
Total Mutual Funds
    1,293,036                   1,293,036  
Common Collective Trusts
                               
Stable Value Fund
            547,714             547,714  
Enhanced Stock Market Fund
          84,076             84,076  
 
                       
Total Common Collective Trusts
          631,790             631,790  
RPM Common Stock Fund
          168,141             168,141  
 
                       
Total Assets at Fair Value
  $ 1,293,034     $ 799,931     $     $ 2,092,967  
 
                       

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RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE D — Investments
The following presents investments at December 31, 2010 and 2009 that represent 5% or more of the Plan’s net assets:
                 
    2010     2009  
 
               
Wells Fargo Stable Return Fund
  $ 1,218,463     $ 547,714  
PIMCO Total Return Fund
    498,634       *  
Janus Balanced Fund
    425,558       221,289  
Wells Fargo Enhanced Stock Market Fund
    421,746       *  
American Funds Growth Fund of America
    319,904       254,802  
Fidelity Contrafund
    261,421       218,027  
Fidelity Advisor MidCap Fund
    257,611       *  
RPM International Inc. Union Stock Fund
    *       168,141  
American Washington Mutual Investors Fund
    *       112,938  
 
*   Assets did not amount to 5% of the total value at year-end.
    During 2010, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $273,655.
         
Registered investment companies and company stock fund
  $ 212,376  
Common/collective Trust
    61,279  
 
     
 
       
 
  $ 273,655  
 
     
NOTE E — Plan termination
Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. Any unallocated assets of the Plan shall be allocated to participant accounts and distributed in such a manner as the Company may determine.

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RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE F — Income tax status
The Plan obtained its latest determination letter on October 14, 2010, in which the Internal Revenue Service stated that the plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code. However, the Plan administrator and the Plan’s tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
Accounting principles generally accepted in the United States of America and modified cash basis of accounting require Plan management to evaluate tax positions taken by the Plan and recognize a tax liability (or asset) if the Plan has taken an uncertain position that more likely than not would not be sustained upon examination by the tax authorities. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2010, there are no uncertain positions taken or expected to be taken that would require recognition of a liability (or asset) or disclosure in the financial statements. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examinations for years prior to 2007.
NOTE G — Related party transactions
The Diversified Stable Value Fund and Enhanced Stock Market Fund are common trust funds managed by Wachovia Bank N.A. Wachovia Bank N.A. is the trustee as defined by the Plan and, therefore, these transactions qualify as party-in-interest transactions. Fees paid by the Plan to the trustee amounted to $817 for the year ended December 31, 2010.
In addition, at December 31, 2010, the Plan held shares of RPM International, Inc. Union Stock valued at $175,389. At December 31, 2009, the Plan held shares of RPM International, Inc. Union Stock valued at $168,141. Transactions involving this investment are allowable party-in-interest transactions under ERISA.
NOTE H — Risks and uncertainties
The Plan invests in various investment securities. Investment securities are exposed to various risks such as interest rate, market, and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the statement of net assets available for benefits.

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RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN
NOTES TO FINANCIAL STATEMENTS
NOTE I — Reconciliation to Form 5500
As discussed in the valuation of investments section of Note A, the financial statements report the value of the Plan’s stable value fund investment at contract value whereas the Form 5500 reports at fair value.
The following is a reconciliation of net assets available for benefits per the financial statements to the Form 5500 at December 31, 2010 and 2009:
                 
    2010     2009  
 
               
Net assets available for benefits per the financial statements
  $ 4,981,712     $ 2,224,725  
Adjustment from contract value to fair value for fully benefit-responsive investment contracts
    26,178       (11,708 )
 
           
 
               
Net assets per the Form 5500
  $ 5,007,890     $ 2,213,017  
 
           
The following is a reconciliation of income and appreciation per the financial statements to the Form 5500 for the year ended December 31, 2010:
         
Investment income per the financial statements
  $ 307,080  
Adjustment from contract value to fair value for fully benefit-responsive investment contracts
    37,886  
 
     
 
       
Investment income per the Form 5500
  $ 344,966  
 
     

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RPM INTERNATIONAL INC. UNION 401(K) TRUST AND PLAN
EIN #34-6550857
PLAN NUMBER 007
SCHEDULE H, LINE 4i —
SCHEDULE OF ASSETS (HELD AT END OF YEAR)
DECEMBER 31, 2010
                 
        (c)      
    (b)   Description of investment including   (e)  
    Identity of issue, borrower,   maturity date, rate of interest,   Current value at  
(a)   lessor, or similar party   collateral, par or maturity value   December 31, 2010  
   
 
           
*  
Wachovia Bank, N.A., Diversified Stable Value Fund
  Common/collective trusts   $ 1,218,463  
*  
Wachovia Bank, N.A., Enhanced Stock Market Fund
  Common/collective trusts     421,746  
   
Fidelity Advisor Mid Cap Fund
  Registered investment company     257,611  
   
Fidelity Contrafund
  Registered investment company     261,421  
   
Growth Fund of America
  Registered investment company     319,904  
   
Neuberger & Berman Genesis Fund
  Registered investment company     112,984  
   
American Washington Mutual Investors Fund
  Registered investment company     110,022  
   
American Europacific Growth Fund
  Registered investment company     80,519  
   
Dodge & Cox International Stock Fund
  Registered investment company     69,901  
   
Janus Balanced Fund
  Registered investment company     425,558  
   
PIMCO Total Return
  Registered investment company     498,634  
   
Fidelity Advisor Government Investment Fund
  Registered investment company     50,327  
*  
RPM International Inc. Union Stock Fund
  Company stock     175,389  
   
Dreyfus Small Cap Stock Index Fund
  Registered investment company     53,926  
   
Vanguard Target Retirement 2010 Fund
  Registered investment company     187,801  
   
Vanguard Target Retirement 2015 Fund
  Registered investment company     85,281  
   
Vanguard Target Retirement 2020 Fund
  Registered investment company     26,653  
   
Vanguard Target Retirement 2025 Fund
  Registered investment company     21,416  
   
Vanguard Target Retirement 2030 Fund
  Registered investment company     88,624  
   
Vanguard Target Retirement 2040 Fund
  Registered investment company     51,409  
   
Cash
        39  
   
 
         
   
 
           
   
Total Investments
      $ 4,517,629  
   
 
         
   
 
           
*  
Notes receivable from participants
  Loans (4.25% to 10.25%)   $ 454,050  
   
 
         
 
*   Denotes an allowable party in interest

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SIGNATURES
     The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.
         
  RPM INTERNATIONAL INC. UNION 401(k) TRUST AND PLAN

By: RPM International Inc. (Plan Administrator)
 
 
  /s/ Janeen Kastner    
  Janeen Kastner, Vice President — Corporate   
  Benefits & Risk Management   
 
Date: June 28, 2011

 


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EXHIBIT INDEX
23.1   Consent of SS&G Financial Services, Inc.