RPM International (RPM) 8-K RPM Reports Fiscal 2009 Fourth-Quarter and Year-End Results

Exhibit 99.1

RPM Reports Fiscal 2009 Fourth-Quarter and Year-End Results

• Despite sales declines for quarter and year, net income exceeds year-ago levels, which included one-time charge

• Operating cash flow sets record, up 13.8% over fiscal 2008 levels

• Lower cost structure improves earnings outlook for Fiscal 2010

Medina, Ohio — July 27, 2009 — RPM International Inc. (NYSE: RPM) today reported higher net income for its fourth quarter and fiscal year ended May 31, 2009. Fiscal 2008 net income included a one-time pre-tax charge of $288.1 million in the fourth quarter to increase the company’s accrual for asbestos-related liabilities, while the fiscal 2009 fourth quarter and year included a one-time charge of $15.5 million for goodwill and other intangible asset impairments in the company’s industrial segment. Excluding these one-time charges, fiscal 2009 net income declined for both the quarter and full year. Sales also declined for both the fourth quarter and fiscal year.

Fiscal Fourth-Quarter Results

Sales for the quarter fell 20.3% to $857.3 million from $1.08 billion in the 2008 fourth quarter, with the company’s industrial and consumer segments both reporting lower results.

Fourth-quarter net income was $39.3 million, or $0.31 per diluted share, compared to a year-ago loss of $87.6 million, or $0.73 per diluted share, as a result of the one-time fiscal 2008 charge. Excluding asbestos and impairment-related charges, fiscal 2009 fourth-quarter net income declined 44.0% to $54.6 million, or $0.43 per diluted share, from the $97.5 million, or $0.75 per diluted share, earned a year ago.

Earnings before interest and taxes (EBIT) of $83.4 million in the fiscal 2009 fourth quarter compares to a loss of $145.0 million a year ago. Excluding one-time charges for both asbestos and impairment, fiscal 2009 fourth-quarter EBIT dropped 30.9% to $98.9 million from $143.1 million a year ago.

Fourth-Quarter Segment Sales and Earnings

Sales in RPM’s industrial segment declined 21.9% in the fiscal 2009 fourth quarter, to $536.1 million from $686.0 million a year ago. Organic sales fell 23.5%, including a net foreign exchange loss of 7.2%, partially offset by a gain of 1.6% from acquisitions. Industrial segment EBIT declined to $35.2 million from $89.4 million in the fiscal 2008 fourth quarter. Excluding the one-time impairment charge in this segment during fiscal 2009, EBIT declined 43.3% to $50.7 million.

Consumer segment sales fell 17.6%, to $321.2 million from $390.0 million in the fiscal 2008 fourth quarter. The decline was all organic, including a net foreign exchange loss of 3.2%. Segment EBIT declined by 21.1% to $52.6 million from $66.7 million a year ago.

RPM Reports Fiscal 2009 Fourth-Quarter and Year-End Results
July 27, 2009
Page 2 of 4

Fiscal 2009 Sales and Earnings

Fiscal 2009 sales fell 7.6% to $3.37 billion from $3.64 billion a year ago. Net income was $119.6 million, or $0.93 per diluted share, compared to $47.7 million, or $0.39 per diluted share in fiscal 2008. Excluding one-time asbestos and impairment-related charges, RPM’s fiscal 2009 net income fell 42.1% to $134.9 million, or $1.05 per diluted share, from the $232.8 million, or $1.81 per diluted share, earned a year ago.

EBIT for the year was $241.1 million compared to $86.0 million in fiscal 2008. Excluding one-time charges in both years, EBIT fell by 31.4% to $256.6 million from $374.1 million in fiscal 2008.

Industrial segment sales, which represented 67% of total sales, declined 4.3% in fiscal 2009 to $2.27 billion from $2.37 billion a year ago. The organic sales decline was 9.5%, including net foreign exchange losses of 4.1%, partially offset by acquisition growth of 5.2%. Industrial segment EBIT in fiscal 2009 was off 32.5% from the prior year, to $176.8 million from $261.8 million. Excluding the one-time impairment charge in fiscal 2009, industrial segment EBIT was down 26.6% to $192.3 million.

RPM’s consumer segment sales, accounting for 33% of total sales, fell 13.6% to $1.10 billion from $1.28 billion in fiscal 2008. The organic decline was 11.3%, including 2.1% in net foreign exchange losses, while net divestitures represented 2.3% of the total. Consumer segment EBIT was off 33.7% in fiscal 2009, to $106.8 million from $161.1 million a year ago.

Capital Structure, Cash Flow and Liquidity

RPM’s fiscal 2009 cash from operations was a record $267.0 million, up 13.8% from the $234.7 million reported a year ago. Capital expenditures for the year were $55.0 million, compared to depreciation of $62.4 million. After capital expenditures and cash dividends to shareholders, free cash flow for the year totaled $110.2 million, a 52.5% increase over last year. Total debt at May 31, 2009 was $930.8 million compared to $1.1 billion a year ago. The company’s net (of cash) debt-to-total capitalization ratio was 37.2%, compared to 42.6% at the end of fiscal 2008, with liquidity, including cash and long-term credit facilities, at $622 million.

During the fourth quarter of fiscal 2009, RPM paid $17.2 million pre-tax for indemnity and defense costs for asbestos litigation, compared to $15.0 million in the fiscal 2008 final period. For the full fiscal year, RPM paid $69.4 million in pre-tax asbestos-related indemnity and defense costs, compared to $82.6 million a year ago. The company’s total accrual for future asbestos liabilities at year-end was $490.3 million.

“I am proud of the extraordinary actions of RPM employees worldwide to respond to these unprecedented economic challenges,” stated Frank C. Sullivan, chairman and chief executive officer. “A significant part of that response was the generation of record levels of after-tax cash from operations and free cash flow. With a strong balance sheet, historically high levels of liquidity and record cash flow, we have been able to maintain our employee retirement, health care and benefit plans without change. We’ve also maintained our cash dividend to shareholders, which has increased for 35 consecutive years, and provides a real cash return during this period of market dislocation.”

RPM Reports Fiscal 2009 Fourth-Quarter and Year-End Results
July 27, 2009
Page 3 of 4

Business Outlook

“Our outlook has improved since we first provided guidance for our 2010 fiscal year in April. Our consumer businesses have turned the corner in this difficult economy. With housing turnover, the sale of foreclosed homes and new home construction beginning to show improvement on a region-by-region basis, we are seeing an uptick in the sale of small project redecoration, patch-and-repair and weatherization products. This, along with the aggressive expense reduction actions taken during the past fiscal year, will enable our consumer businesses to generate consistent earnings growth throughout the year with a modest increase in sales,” stated Sullivan.

“While our industrial businesses will continue to face economic challenges as a result of weak commercial construction and industrial capital spending activity, our prior-year actions have effectively reduced the breakeven point at every RPM business. This lower cost structure will allow our industrial operations to improve performance compared to the final six months of fiscal 2009. We expect a recovery in our industrial markets sometime in the spring of 2010. Depending on the timing of the expected industrial market turnaround, we expect earnings per share for RPM to grow in the range of 5% to 25% on a consolidated basis for the fiscal year ending May 31, 2010, from the adjusted $1.05 per diluted share earned in fiscal 2009,” he stated.

Webcast and Conference Call Information

Management will host a conference call to further discuss these results beginning at 10:00 a.m. EDT today. The call can be accessed by dialing 800-706-7749 or 617-614-3474 for international callers. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. The call, which will last approximately one hour, will be open to the public, but only financial analysts will be permitted to ask questions. The media and all other participants will be in a listen-only mode.

For those unable to listen to the live call, a replay will be available from approximately 12:00 p.m. EDT on July 27, 2009 until 11:59 p.m. EDT on August 3, 2009. The replay can be accessed by dialing 888-286-8010 or 617-801-6888 for international callers. The access code is 25665861. The call also will be available both live and for replay, and as a written transcript, via the RPM web site at www.rpminc.com.

About RPM

RPM International Inc., a holding company, owns subsidiaries that are world leaders in specialty coatings and sealants serving both industrial and consumer markets. RPM’s industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and specialty chemicals. Industrial brands include Stonhard, Tremco, illbruck, Carboline, Day-Glo, Euco and Dryvit. RPM’s consumer products are used by professionals and do-it-yourselfers for home maintenance and improvement, boat repair and maintenance, and by hobbyists. Consumer brands include Zinsser, Rust-Oleum, DAP, Varathane and Testors.

For more information, contact P. Kelly Tompkins, executive vice president — administration and chief financial officer, at 330-273-5090 or ktompkins@rpminc.com.

# # #

RPM Reports Fiscal 2009 Fourth-Quarter and Year-End Results
July 27, 2009
Page 4 of 4

This press release contains “forward-looking statements” relating to our business. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us, and are subject to uncertainties and factors (including those specified below) which are difficult to predict and, in many instances, are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) general economic conditions; (b) the price, supply and capacity of raw materials, including assorted pigments, resins, solvents and other natural gas- and oil-based materials; packaging, including plastic containers; and transportation services, including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our construction and chemicals businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) the effect of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (h) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (i) risks related to the adequacy of our contingent liabilities, including for asbestos-related claims; and (j) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Annual Report on Form 10-K for the year ended May 31, 2008, as the same may be updated from time to time. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.

CONSOLIDATED STATEMENTS OF INCOME
IN THOUSANDS, EXCEPT PER SHARE DATA

	AS REPORTED										ADJUSTED (a)
	Three Months Ended					Year Ended					Three Months Ended					Year Ended
	May 31,					May 31,					May 31,					May 31,
	2009		2008			2009		2008			2009		2008			2009		2008
	(Unaudited)										(Unaudited)
Net Sales	$	857,341	$	1,075,971		$	3,368,167	$	3,643,791		$	857,341	$	1,075,971		$	3,368,167	$	3,643,791
Cost of sales		499,225		620,319			2,015,078		2,145,254			499,225		620,319			2,015,078		2,145,254
Gross profit		358,116		455,652			1,353,089		1,498,537			358,116		455,652			1,353,089		1,498,537
Selling, general & administrative expenses		259,215		312,506			1,096,505		1,124,419			259,215		312,506			1,096,505		1,124,419
Asbestos-related charges				288,100					288,100
Goodwill and other intangible asset impairments		15,462					15,462
Interest expense		12,151		15,500			54,460		60,476			12,151		15,500			54,460		60,476
Investment expense (income), net		6,603		(2,823	)		5,794		(13,512	)		6,603		(2,823	)		5,794		(13,512	)
Income (loss) before income taxes		64,685		(157,631	)		180,868		39,054			80,147		130,469			196,330		327,154
Provision (benefit) for income taxes		25,379		(70,067	)		61,252		(8,655	)		25,569		32,981			61,442		94,393
Net Income (Loss)	$	39,306	$	(87,564	)	$	119,616	$	47,709		$	54,578	$	97,488		$	134,888	$	232,761
Basic earnings (loss) per share of common stock	$	0.31	$	(0.73	)	$	0.95	$	0.40		$	0.43	$	0.81		$	1.07	$	1.94
Diluted earnings (loss) per share of common stock	$	0.31	$	(0.73	)	$	0.93	$	0.39		$	0.43	$	0.75		$	1.05	$	1.81
Average shares of common stock outstanding — basic		126,603		120,296			126,373		120,151			126,603		120,296			126,373		120,151
Average shares of common stock outstanding — diluted		127,499		120,296			128,255		130,539			127,499		130,569			128,255		130,539

(a) Adjusted figures presented remove the impact of the asbestos-related charge recorded during the fourth fiscal quarter ended May 31, 2008, and the impact of the goodwill and other intangibles impairments recorded during the fourth fiscal quarter ended May 31, 2009.

SUPPLEMENTAL SEGMENT INFORMATION
IN THOUSANDS

	AS REPORTED												ADJUSTED (a)
	Three Months Ended						Year Ended						Three Months Ended						Year Ended
	May 31,						May 31,						May 31,						May 31,
	2009			2008			2009			2008			2009			2008			2009			2008
	(Unaudited)												(Unaudited)
Net Sales:
Industrial Segment	$	536,106		$	685,986		$	2,265,957		$	2,367,970		$	536,106		$	685,986		$	2,265,957		$	2,367,970
Consumer Segment		321,235			389,985			1,102,210			1,275,821			321,235			389,985			1,102,210			1,275,821
Total	$	857,341		$	1,075,971		$	3,368,167		$	3,643,791		$	857,341		$	1,075,971		$	3,368,167		$	3,643,791
Gross Profit:
Industrial Segment	$	229,791		$	298,413		$	942,820		$	999,989		$	229,791		$	298,413		$	942,820		$	999,989
Consumer Segment		128,325			157,239			410,269			498,548			128,325			157,239			410,269			498,548
Total	$	358,116		$	455,652		$	1,353,089		$	1,498,537		$	358,116		$	455,652		$	1,353,089		$	1,498,537
Income (Loss) Before Income Taxes (b):
Industrial Segment
Income Before Income Taxes (b)	$	34,781		$	89,202		$	176,116		$	259,630		$	50,243		$	89,202		$	191,578		$	259,630
Interest (Expense), Net (c)		(439	)		(220	)		(676	)		(2,188	)		(439	)		(220	)		(676	)		(2,188	)
EBIT (d)	$	35,220		$	89,422		$	176,792		$	261,818		$	50,682		$	89,422		$	192,254		$	261,818
Consumer Segment
Income Before Income Taxes (b)	$	51,523		$	63,927		$	102,311		$	155,600		$	51,523		$	63,927		$	102,311		$	155,600
Interest (Expense), Net (c)		(1,091	)		(2,746	)		(4,529	)		(5,451	)		(1,091	)		(2,746	)		(4,529	)		(5,451	)
EBIT (d)	$	52,614		$	66,673		$	106,840		$	161,051		$	52,614		$	66,673		$	106,840		$	161,051
Corporate/Other
(Expense) Before Income Taxes (b)	$	(21,619	)	$	(310,760	)	$	(97,559	)	$	(376,176	)	$	(21,619	)	$	(22,660	)	$	(97,559	)	$	(88,076	)
Interest (Expense), Net (c)		(17,224	)		(9,711	)		(55,049	)		(39,325	)		(17,224	)		(9,711	)		(55,049	)		(39,325	)
EBIT (d)	$	(4,395	)	$	(301,049	)	$	(42,510	)	$	(336,851	)	$	(4,395	)	$	(12,949	)	$	(42,510	)	$	(48,751	)
Consolidated
Income Before Income Taxes (b)	$	64,685		$	(157,631	)	$	180,868		$	39,054		$	80,147		$	130,469		$	196,330		$	327,154
Interest (Expense), Net (c)		(18,754	)		(12,677	)		(60,254	)		(46,964	)		(18,754	)		(12,677	)		(60,254	)		(46,964	)
EBIT (d)	$	83,439		$	(144,954	)	$	241,122		$	86,018		$	98,901		$	143,146		$	256,584		$	374,118

(a)	Adjusted figures presented remove the impact of the asbestos-related charge recorded during the fourth fiscal quarter ended May 31, 2008, and the impact of the goodwill and other intangibles impairments recorded during the fourth fiscal quarter ended May 31, 2009.
(b)	The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by Generally Accepted Accounting Principles (GAAP) in the United States, to EBIT.
(c)	Interest (expense), net includes the combination of interest expense and investment expense (income), net.
(d)	EBIT is defined as earnings (loss) before interest and taxes. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT as a performance evaluation measure because interest expense is essentially related to corporate acquisitions, as opposed to segment operations. We believe EBIT is useful to investors for this purpose as well, using EBIT as a metric in their investment decisions. EBIT should not be considered an alternative to, or more meaningful than, operating income as determined in accordance with GAAP, since EBIT omits the impact of interest and taxes in determining operating performance, which represent items necessary to our continued operations, given our level of indebtedness and ongoing tax obligations. Nonetheless, EBIT is a key measure expected by and useful to our fixed income investors, rating agencies and the banking community all of whom believe, and we concur, that this measure is critical to the capital markets’ analysis of our segments’ core operating performance. We also evaluate EBIT because it is clear that movements in EBIT impact our ability to attract financing. Our underwriters and bankers consistently require inclusion of this measure in offering memoranda in conjunction with any debt underwriting or bank financing. EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results.

CONSOLIDATED BALANCE SHEETS
IN THOUSANDS

	May 31, 2009			May 31, 2008
	(Unaudited)
Assets
Current Assets
Cash and cash equivalents	$	253,387		$	231,251
Trade accounts receivable		661,593			841,795
Allowance for doubtful accounts		(22,934	)		(24,554	)
Net trade accounts receivable		638,659			817,241
Inventories		406,175			476,149
Deferred income taxes		44,540			37,644
Prepaid expenses and other current assets		210,155			221,690
Total current assets		1,552,916			1,783,975
Property, Plant and Equipment, at Cost		1,056,555			1,054,719
Allowance for depreciation and amortization		(586,452	)		(556,998	)
Property, plant and equipment, net		470,103			497,721
Other Assets
Goodwill		856,166	��		908,358
Other intangible assets, net of amortization		358,097			384,370
Deferred income taxes, non-current		92,500			88,754
Other		80,139			100,389
Total other assets		1,386,902			1,481,871
Total Assets	$	3,409,921		$	3,763,567
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	294,814		$	411,448
Current portion of long-term debt		168,547			6,934
Accrued compensation and benefits		124,138			151,493
Accrued loss reserves		77,393			71,981
Asbestos-related liabilities		65,000			65,000
Other accrued liabilities		119,270			139,505
Total current liabilities		849,162			846,361
Long-Term Liabilities
Long-term debt, less current maturities		762,295			1,066,687
Asbestos-related liabilities		425,328			494,745
Other long-term liabilities		205,650			192,412
Deferred income taxes		23,815			26,806
Total long-term liabilities		1,417,088			1,780,650
Total liabilities		2,266,250			2,627,011
Stockholders’ Equity
Preferred stock; none issued
Common stock (outstanding 128,501; 122,189)		1,285			1,222
Paid-in capital		780,967			612,441
Treasury stock, at cost		(50,453	)		(6,057	)
Accumulated other comprehensive income (loss)		(31,557	)		101,162
Retained earnings		443,429			427,788
Total stockholders’ equity		1,143,671			1,136,556
Total Liabilities and Stockholders’ Equity	$	3,409,921		$	3,763,567

CONSOLIDATED STATEMENTS OF CASH FLOWS
IN THOUSANDS

	Year Ended
	May 31,			May 31,
	2009			2008
	(Unaudited)
Cash Flows From Operating Activities:
Net income	$	119,616		$	47,709
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		62,379			62,238
Amortization		22,765			23,128
Goodwill and other intangible asset impairments		15,462
Other-than-temporary impairments on marketable securities		15,062			1,409
Provision for asbestos-related liabilities					288,100
Deferred income taxes		1,136			(73,888	)
Other		6,692			11,751
Changes in assets and liabilities, net of effect from purchases and sales of businesses:
Decrease (increase) in receivables		181,617			(55,056	)
Decrease (increase) in inventory		75,014			(28,361	)
Decrease (increase) in prepaid expenses and other current and long-term assets		18,024			(5,858	)
(Decrease) increase in accounts payable		(119,327	)		10,654
(Decrease) increase in accrued compensation and benefits		(29,039	)		15,810
Increase (decrease) in accrued loss reserves		5,167			(5,382	)
(Decrease) increase in other accrued liabilities		(11,695	)		14,426
Payments made for asbestos-related claims		(69,417	)		(82,623	)
Other		(26,461	)		10,657
Cash From Operating Activities		266,995			234,714
Cash Flows From Investing Activities:
Capital expenditures		(54,986	)		(71,840	)
Acquisition of businesses, net of cash acquired		(16,669	)		(123,130	)
Purchase of marketable securities		(75,410	)		(110,225	)
Proceeds from sales of marketable securities		65,862			92,383
Proceeds from the sales of assets or businesses		852			46,544
Other		(1,196	)		(2,946	)
Cash (Used For) Investing Activities		(81,547	)		(169,214	)
Cash Flows From Financing Activities:
Additions to long-term and short-term debt		56,816			251,765
Reductions of long-term and short-term debt		(51,412	)		(181,074	)
Cash dividends		(101,836	)		(90,638	)
Repurchase of stock		(45,360	)		(6,057	)
Exercise of stock options		3,057			10,689
Tax benefit from exercise of stock options		131			3,792
Cash (Used For) Financing Activities		(138,604	)		(11,523	)
Effect of Exchange Rate Changes on Cash and Cash Equivalents		(24,708	)		18,258
Net Change in Cash and Cash Equivalents		22,136			72,235
Cash and Cash Equivalents at Beginning of Period		231,251			159,016
Cash and Cash Equivalents at End of Period	$	253,387		$	231,251