RPM INTERNATIONAL INC/DE/ filed this Form 424B5 on 12/08/2017
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by designation in such documents, or otherwise are not deemed to be filed with the SEC or are not required to be incorporated herein by reference:


    Annual report on Form 10-K for the year ended May 31, 2016;


    Quarterly reports on Form 10-Q for the quarters ended August 31, 2016, November 30, 2016 and February 28, 2017;


    Current reports on Form 8-K filed on September 12, 2016, October 12, 2016, January 24, 2017, March 2, 2017 and March 3, 2017;


    The description of our common stock and rights to purchase shares of our common stock contained in the Registration Statement on Form S-3 (Registration No. 333-108647), filed with the SEC on September 9, 2003, and any amendments and reports filed for the purpose of updating that description; and


    Our Registration Statement on Form 8-A, filed with the SEC on May 11, 2009, related to the rights.

Note that during our quarter ended August 31, 2016, we moved a group of businesses serving the industrial flooring, concrete repair and specialty waterproofing markets out of our specialty reportable segment and into our industrial reportable segment which better aligns our management structure. For each of the three fiscal years in the period ended May 31, 2016, this group of businesses approximated 1% or less of our consolidated net sales. Furthermore, we adopted Accounting Standards Update 2015-03 “Simplifying the Presentation of Debt Issuance Costs” on June 1, 2016, which resulted in a retrospective elimination of deferred debt costs and a corresponding decrease of debt that does not impact Net Income as previously reported and has less than a 1% impact on Total Assets and Long-Term Debt, less current maturities, as presented in the Consolidated Balance Sheets in our Annual Report on Form 10-K for the year ended May 31, 2016. Our Quarterly Reports on Form 10-Q for the quarters ended August 31, 2016, November 30, 2016 and February 28, 2017 reflect these changes. We have not recast our financial statements or related disclosures appearing in our Annual Report on Form 10-K for the year ended May 31, 2016 to reflect these changes because the impact on the information previously presented is immaterial.

We will provide to each person, including any beneficial owner, to whom this prospectus is delivered any or all of these filings (other than an exhibit to a filing unless that exhibit is specifically incorporated by reference into that filing) at no cost, upon written or oral request. You may request these documents by writing to or telephoning us at the following address and number:

Corporate Secretary

RPM International Inc.

2628 Pearl Road

P.O. Box 777

Medina, Ohio 44258

(330) 273-5090

You should rely only on the information incorporated by reference or set forth in this prospectus or the applicable prospectus supplement. We have not authorized anyone else to provide you with additional or different information. We and/or selling security holders, if applicable, may only use this prospectus to sell securities if it is accompanied by a prospectus supplement. We and/or selling security holders, if applicable, are only offering these securities in states where the offer is permitted. You should not assume that the information in this prospectus or the applicable prospectus supplement is accurate as of any date other than the dates on the front of those documents.




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