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

OR

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. 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

 

 

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

		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. 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

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.

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.

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.

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.

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.

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.

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

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

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.

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.

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

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

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, 2011

EXHIBIT INDEX

23.1

Consent of SS&G Financial Services, Inc.