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

o		TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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. 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

 

 

RPM INTERNATIONAL INC.
401(K) TRUST
AND PLAN

FINANCIAL
STATEMENTS

DECEMBER 31,
2009 AND 2008

RPM INTERNATIONAL INC. 401(K) TRUST AND PLAN

TABLE OF CONTENTS

		Page
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			1
FINANCIAL STATEMENTS
Statements of Net Assets Available for Benefits (Modified Cash Basis)			2
Statement of Changes In Net Assets Available for Benefits (Modified Cash Basis)			3
Notes to Financial Statements			4-11
Schedule of Assets (Held at End of Year)			12
EX-23.1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

RPM INTERNATIONAL INC. 401(K) TRUST AND PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS)

		DECEMBER 31,
		2009				2008
ASSETS
Investments, at fair value		$	345,187,577			$	269,511,116
Receivables
Employer’s contribution			729,143				690,456
Participants’ contributions			1,327,377				1,256,493
			2,056,520				1,946,949
Adjustment from fair value to contract value for for fully benefit responsive investment contract			1,133,235				2,832,397
NET ASSETS AVAILABLE FOR BENEFITS		$	348,377,332			$	274,290,462

See accompanying notes to financial statements.

RPM INTERNATIONAL INC. 401(K) TRUST AND PLAN

STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS (MODIFIED CASH BASIS)

FOR THE
YEAR ENDED DECEMBER 31, 2009

ADDITIONS TO NET ASSETS ATTRIBUTED TO:
Contributions
Participants		$	19,542,176
Employer			10,257,370
Rollover contributions			686,290			$	30,485,836
Investment income
Interest and dividends			3,432,873
Unrealized gain on investments			57,913,630
Realized gain on sale of investments			3,128,391				64,474,894
							94,960,730
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants			20,378,833
Administrative expenses			495,027				20,873,860
Net increase							74,086,870
Net assets available for benefits:
Beginning of year							274,290,462
End of year						$	348,377,332

See accompanying notes to financial statements.

RPM INTERNATIONAL INC. 401(K) TRUST AND PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE A — Significant accounting policies

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.

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 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, 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 Statements of Changes in Net Assets Available for Benefits is prepared on a contract value basis.

Contributions are recorded on an accrual basis.

Benefits are recorded when paid.

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 amounts of assets, liabilities and changes therein, and disclosure of contingent assets and liabilities. Actual results could differ from those estimates.

RPM INTERNATIONAL INC. 401(K) TRUST AND PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE A — Significant accounting policies, continued

Recent Accounting Pronouncements

In June 2009, the Financial Accounting Standards Board (FASB) specified the Accounting Standards Codification (ASC or the Codification) as the source of authoritative accounting guidance. The Codification did not change generally accepted accounting principles (GAAP) but rather enhanced the way accounting principles are organized. The Codification is effective for interim and annual periods ending after September 15, 2009. As such, the Plan has updated all GAAP references to the new codification references.

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.

The Plan is a defined contribution savings plan covering substantially all domestic non-union employees of participating subsidiaries of RPM International Inc. (the Company). The Plan is subject to the Employee Retirement Income Security Act of 1974 (ERISA), as amended.

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 Plan is a “safe harbor 401(k) plan.” The Company matches 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.

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 is immediate for contributions, both for employee and employer, and earnings thereon.

RPM INTERNATIONAL INC. 401(K) TRUST AND PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE B — Description of the Plan, continued

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 4.0% to 10.5%. Principal and interest are paid ratably through payroll deductions.

Upon 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.

During 2009, the administrative expenses, audit fees, certain legal expenses, brokerage fees, transfer taxes, and other expenses incurred in connection with the sale, purchase, and management of the assets of the investment funds were paid by the Plan.

NOTE C — Fair value measurements

On January 1, 2008, the Plan adopted the provisions of FASB ASC 820, Fair Value Measurements and Disclosures. 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.

RPM INTERNATIONAL INC. 401(K) TRUST AND PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE C — Fair value measurements, continued

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.

Participant loans and insurance contracts: Valued at amortized cost, which approximates fair value.

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.

RPM INTERNATIONAL INC. 401(K) TRUST AND PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE C — Fair value measurements (continued)

The following table sets forth by level, within the fair value hierarchy, the Plan’s assets at fair value as of December 31, 2009 and 2008:

Assets at Fair Value as of December 31, 2009

		Level 1				Level 2				Level 3				Total
Mutual Funds
Balanced Funds		$	30,848,176			$	—			$	—			$	30,848,176
Growth Funds			139,832,443				—				—				139,832,443
Fixed Income Funds			25,680,623				—				—				25,680,623
Other Funds (target & cash)			23,782,294				—				—				23,782,294
International Funds			30,802,265				—				—				30,802,265
Total Mutual Funds			250,945,801				—				—				250,945,801
Common Collective Trusts
Stable Value Fund							53,015,661				—				53,015,661
Enhanced Stock Market Fund			—				10,896,889				—				10,896,889
Total Common Collective Trusts			—				63,912,550				—				63,912,550
RPM Common Stock Fund							24,287,720								24,287,720
Insurance Contracts			—				—				88,955				88,955
Participant Loans			—				—				5,952,551				5,952,551
Total Assets at Fair Value		$	250,945,801			$	88,200,270			$	6,041,506			$	345,187,577

Assets at Fair Value as of December 31, 2008

		Level 1				Level 2				Level 3				Total
Mutual Funds
Balanced Funds		$	24,727,615			$	—			$	—			$	24,727,615
Growth Funds			105,127,526				—				—				105,127,526
Fixed Income Funds			25,172,021				—				—				25,172,021
International Funds			19,279,439				—				—				19,279,439
Other Funds (target & cash)			12,712,787				—				—				12,712,787
Total Mutual Funds			187,019,388				—				—				187,019,388
Common Collective Trusts
Stable Value Fund							51,936,853								51,936,853
Enhanced Stock Market Fund			—				7,989,602				—				7,989,602
Total Common Collective Trusts			—				59,926,455				—				59,926,455
RPM Common Stock Fund							16,793,312								16,793,312
Insurance Contracts			—				—				84,767				84,767
Participant Loans			—				—				5,687,194				5,687,194
Total Assets at Fair Value		$	187,019,388			$	76,719,767			$	5,771,961			$	269,511,116

RPM INTERNATIONAL INC. 401(K) TRUST AND PLAN

NOTES TO FINANCIAL STATEMENTS

NOTE C — Fair value measurements, continued

The following table sets forth a summary of changes in the fair value of Plan’s Level 3 assets for the year ended December 31, 2009:

		Insurance				Participant
		Contracts				Loans				Total
Balance, beginning of year		$	84,767			$	5,687,194			$	5,771,961
Purchases, sales, issuances, settlements (net)			—				265,357				265,357
Unrealized gains relating to instruments still held at the reporting date			4,188				—				4,188
Balance, end of year		$	88,955			$	5,952,551			$	6,041,506

NOTE D — Investments

The following presents investments at December 31, 2009 and 2008 that represent 5% or more of the Plan’s net assets:

		2009				2008
American Washington Mutual Investors Fund		$	21,950,856			$	18,653,655
Fidelity Contrafund			41,336,080				31,908,113
Janus Balanced Fund			30,848,176				24,727,615
Diversified Stable Value Fund			53,015,661				51,936,853
Growth Fund of America			41,276,454				29,956,809
Neuberger & Berman Genesis Fund			18,277,507				15,065,928
Fidelity Advisor Government Investment Fund			17,973,731				21,212,172
RPM International Inc. Stock Fund			24,287,720				16,793,312
Dodge & Cox International Stock Fund			19,533,260				*

During 2009, the Plan’s investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated in value by $61,042,021.

Registered investment companies and company stock fund		$	57,698,872
Common/collective Trust			3,343,149
		$	61,042,021

RPM INTERNATIONAL INC. 401(K) TRUST AND PLAN

NOTES TO FINANCIAL STATEMENTS

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. In the event of Plan termination, participants will become 100% vested in their accounts. Any unallocated assets of the Plan shall be allocated to participant accounts and distributed in such a manner as the Company may determine.

NOTE F — Income tax status

The Plan obtained its latest determination letter on September 5, 2002, 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. The Plan has been amended since receiving the determination letter. 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.

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 $386,643 for the year ended December 31, 2009.

In addition, at December 31, 2009, the Plan held shares of RPM International, Inc. Income Stock Fund valued at $24,287,720. At December 31, 2008, the Plan held shares of RPM International, Inc. Income Stock Fund valued at $16,793,312. Transactions involving these investments 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.

RPM INTERNATIONAL INC. 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, 2009 and 2008:

		2009				2008
Net assets available for benefits per the financial statements		$	348,377,332			$	274,290,462
Adjustment from contract value to fair value for fully benefit-responsive investment contracts			(1,133,235	)			(2,832,397	)
Net assets per the Form 5500		$	347,244,097			$	271,458,065

The following is a reconciliation of income and appreciation per the financial statements to the Form 5500 for the year ended December 31, 2009:

Investment income per the financial statements		$	64,474,894
Adjustment from contract value to fair value for fully benefit-responsive investment contracts			1,699,162
Investment income per the Form 5500		$	66,174,056

RPM INTERNATIONAL INC. 401(K) TRUST AND PLAN

EIN #34-6550857
PLAN NUMBER 011

SCHEDULE H, LINE 4i -

SCHEDULE OF ASSETS (HELD AT END OF YEAR)

DECEMBER 31, 2009

				(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, 2009
*		Wachovia Bank, N.A., Diversified Stable Value Fund		Common/collective trusts		$	53,015,661
*		Wachovia Bank, N.A., Enhanced Stock Market Fund		Common/collective trusts			10,896,889
		Dreyfus Small Cap Fund		Registered investment company			936,569
		Fidelity Advisor Mid Cap Fund		Registered investment company			16,054,976
		Fidelity Contrafund		Registered investment company			41,336,080
		Growth Fund of America		Registered investment company			41,276,454
		Neuberger & Berman Genesis Fund		Registered investment company			18,277,507
		American Washington Mutual Investors Fund		Registered investment company			21,950,856
		American Europacific Growth Fund		Registered investment company			11,269,006
		Dodge & Cox International Stock Fund		Registered investment company			19,533,260
		Janus Balanced Fund		Registered investment company			30,848,176
		PIMCO Total Return		Registered investment company			7,706,891
		Fidelity Advisor Government Investment Fund		Registered investment company			17,973,731
*		RPM International Inc. Stock Fund		Company stock			24,287,720
		Vanguard Target Retirement 2010 Fund		Registered investment company			1,547,318
		Vanguard Target Retirement 2015 Fund		Registered investment company			4,519,840
		Vanguard Target Retirement 2020 Fund		Registered investment company			3,439,447
		Vanguard Target Retirement 2025 Fund		Registered investment company			4,497,821
		Vanguard Target Retirement 2030 Fund		Registered investment company			2,871,641
		Vanguard Target Retirement 2040 Fund		Registered investment company			6,845,931
		Northwestern Mutual Life Insurance		Life insurance			88,955
		Cash					60,297
*		Participant Loans		Loans (4.00% to 10.50%)			5,952,551
		Total Investments				$	345,187,577

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.

Date: June 28, 2010

EXHIBIT INDEX

23.1		Consent of SS&G Financial Services, Inc.