8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)   July 21, 2008  

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

Delaware	1-14187	02-0642224
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

2628 Pearl Road, P.O. Box 777, Medina, Ohio	44258
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code:   (330) 273-5090  

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On July 21, 2008, the Company issued a press release announcing its year end results for fiscal 2008, which provided detail not included in previously issued reports. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

Item 9.01 Exhibits.

Exhibit Number		Description
	99.1	Press Release of the Company, dated July 21, 2008, announcing the Company’s year end results.

SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RPM International Inc. (Registrant)
Date July 21, 2008	/s/ Edward W. Moore
	Edward W. Moore
	Vice President, General Counsel and Secretary

Exhibit Index

Exhibit Number		Description
	99.1	Press Release of the Company, dated July 21, 2008, announcing the Company’s year end results.

EX-99.1

Exhibit 99.1

RPM Reports Record Sales, Net Income for Fiscal 2008 Fourth Quarter and
Full Year Before Charge to Extend Asbestos Accrual to 20 Years

• Industrial Segment Leads Solid Growth in Sales and EBIT for Quarter and Year

• Operating Cash Flow Up 16% for Year

• Strong Capital Structure in Place to Fund Future Organic and Acquisition Growth

• Fiscal 09 Outlook Anticipates Continued Sales and Net Income Improvement

MEDINA, OH — July 21, 2008 — RPM International Inc. (NYSE: RPM) today reported record sales for the fourth quarter and fiscal year ended May 31, 2008. Net income for the year declined as a result of a $288.1 million fourth-quarter pre-tax charge for anticipated future asbestos costs. This charge extends the period covered by the company’s asbestos accrual from 2018 to 2028. Excluding the asbestos charge, sales and net income reached record levels.

Fourth-Quarter Results

Record net sales of $1.08 billion were up 7.0% from the $1.01 billion reported in the fiscal 2007 fourth quarter, with strong double-digit gains in RPM’s industrial segment offsetting slight declines in the consumer segment during the quarter. Of the consolidated sales growth, 4.8% was organic, including 3.4% in net foreign exchange gains, while 2.2% resulted from acquisitions made during the fiscal year.

Charges for future asbestos liabilities resulted in a net loss for the fourth quarter of $87.6 million, or $0.73 per diluted share, compared to net income of $84.0 million, or $0.65 per diluted share, in the year-ago period.

Excluding the asbestos charge, net income for the fourth quarter was $97.5 million, a 16.1% increase over year-ago net income of $84.0 million. Diluted per share earnings were up 15.4% to $0.75 from $0.65 in fiscal 2007.

The fourth-quarter loss before interest and taxes was $145.0 million, compared to earnings before interest and taxes (EBIT) of $133.2 million a year ago. Excluding asbestos adjustments, EBIT grew 7.5% to $143.1 million.

“RPM’s business units delivered a strong finish to our fiscal year in the face of record high raw material prices and a recessionary environment in our core North American markets,” stated Frank C. Sullivan, president and chief executive officer. “With leading brands, maintenance- and repair-oriented products, and the positive impact of acquisitions, we once again demonstrated an ability to profitably grow in a challenging operating environment,” he stated.

RPM Reports Record Sales, Net Income for Fiscal 2008 Fourth Quarter and Year
July 21, 2008
Page 2 of 5

Fourth-Quarter Segment Sales and Earnings

RPM’s industrial segment sales increased 14.1% in the fiscal 2008 fourth quarter to $685.3 million from $600.9 million. Organic sales increased 7.1%, of which 4.5% resulted from net foreign exchange gains. Acquisitions accounted for the remaining 7.0% of the increase. Industrial segment EBIT for the fourth quarter improved 13.6% to $89.4 million from $78.7 million a year ago. “Our industrial segment continued to benefit from strong demand in international markets and solid domestic sales growth, consistent with the segment’s performance over the past three fiscal years,” stated Sullivan.

“Despite record high raw material prices during the year, our industrial businesses were able to recover most of these higher costs. New product introductions and market share gains also aided the segment’s top-line and bottom-line results, with worldwide end markets such as petrochemical, power generation, infrastructure improvement, pharmaceuticals and health care driving product demand,” stated Sullivan.

Consumer segment sales decreased 3.5% to $390.6 million from $404.8 million in the prior year’s fourth quarter. Organic sales grew 1.4%, including net foreign exchange gains of 1.7%. Acquisitions and divestitures combined for a decline of 4.9%, reflecting the loss of prior-year sales by the company’s Bondo subsidiary, which was sold during the fiscal 2008 second quarter. Segment EBIT declined 2.2% to $66.7 million from $68.2 million in the fourth quarter a year ago.

“Adjusting for the impact of the Bondo divestiture, our consumer businesses were able to generate growth in sales and earnings despite the comparison to the prior year’s record fourth quarter results. We are pleased with this performance in the face of dramatic increases in raw material costs and the weakness in the U.S. housing and retail markets,” Sullivan stated.

Asbestos Update

RPM paid $15.0 million during the fourth quarter of fiscal 2008 to cover indemnity and defense costs for asbestos litigation, compared to $18.6 million during the fiscal 2007 fourth quarter. “These fiscal 2008 fourth-quarter cash costs are more in line with what we expect to experience on a quarterly basis in fiscal 2009,” stated Sullivan. For the full year, RPM paid $82.6 million in pre-tax asbestos indemnity and defense costs, compared to total cash costs for the full 2007 fiscal year of $67.0 million. Most of the year-over-year increase resulted primarily from various one-time defense related transitional expenses that added approximately $13.0 million to the company’s fiscal 2008 outlays.

The $288.1 million fourth-quarter charge extends the company’s accrual for asbestos-related liabilities from 10 to 20 years. Following the fiscal 2008 payments, the company’s total accrued asbestos liabilities are $559.7 million. “Our charge for future asbestos liabilities in fiscal 2006 covered a 10-year horizon. With more experience in hand, we were able to project our future asbestos exposure over a longer period. This additional charge will move us yet another step closer to putting the asbestos issue permanently behind us,” Sullivan stated.

Fiscal 2008 Sales and Earnings

Sales in fiscal 2008 increased 9.1% to a record $3.6 billion from $3.3 billion a year ago. Sales growth was 6.9% organic, including 3.1% in net foreign exchange gains, and 2.2% from acquisitions less

RPM Reports Record Sales, Net Income for Fiscal 2008 Fourth Quarter and Year
July 21, 2008
Page 3 of 5

divestitures. Net income for the year was $47.7 million, including asbestos charges, compared to net income of $208.3 million in fiscal 2007, which included income of $15.0 million from the settlement of asbestos-related claims against an insurance carrier during the second quarter of the prior fiscal year. Earnings per diluted share, including asbestos charges, were $0.39 in fiscal 2008, compared to $1.64 in earnings per fully diluted share in fiscal 2007.

Net income, excluding asbestos items in both years, was $232.8 million in fiscal 2008, a 17.2% improvement over the $198.6 million reported in fiscal 2007. Earnings per diluted share grew 15.3%, to $1.81 from $1.57 in the prior year. As a result of lower effective tax rates in a number of jurisdictions, tax valuation reversals and certain one-time tax benefits, the tax rate for the full fiscal year decreased to 28.9% from 32.1% a year ago. “Excluding current-year non-recurring items, we would have posted a still-healthy 11.0% gain to $1.75 per diluted share, prior to asbestos items,” Sullivan stated.

Fiscal 2008 EBIT was $86.0 million, compared to year-ago EBIT of $354.6 million. Excluding asbestos items, EBIT increased 10.2%, to $374.2 million from $339.6 million last year. Income before income taxes for the year was $327.2 million, an 11.8% increase over the $292.5 million reported a year ago, prior to asbestos items.

RPM’s industrial segment sales, 65% of total sales, grew 12.6% in fiscal 2008, to $2.37 billion from $2.10 billion a year ago. Acquisitions represented 3.7% of this growth, with organic growth adding 8.9%, of which 3.9% was from net foreign exchange gains. Industrial organic growth was paced by strong double-digit gains in industrial roofing and related services, corrosion control coatings, polymer flooring systems and virtually all international businesses. Industrial segment EBIT increased 11.3% to $261.7 million from $235.1 million in fiscal 2007.

Sales for the consumer segment, 35% of total sales, were $1.28 billion, a 3.2% increase from the $1.24 billion reported in fiscal 2007, most of which was organic. The increase included a 1.6% net foreign exchange gain, while acquisitions less divestitures were a negative 0.2%. Consumer segment EBIT increased 4.4%, to $161.2 million from $154.4 million in fiscal 2007.

Cash Flow and Financial Position

After-tax cash from operations for fiscal 2008 increased 16.0% to $234.7 million, up from $202.3 million a year ago. Capital expenditures for the year were $71.8 million, compared to current year depreciation of $62.2 million. Total debt at May 31, 2008 was $1.1 billion, compared to $988.1 million at the end of fiscal 2007, mostly as a result of acquisitions. The company’s net (of cash) debt-to-total capitalization ratio was 42.6%, compared to 43.3% at May 31, 2007.

Subsequent to year-end, RPM announced on June 13, 2008 that it had called for redemption all of its outstanding Senior Convertible Notes due May 13, 2033. Notes were redeemable for cash or conversion into RPM common stock on July 14, 2008. “As expected, virtually all of these bonds were converted to equity and the related shares were issued. On a pro-forma basis, had the conversion been completed as of May 31, 2008, net (of cash) debt-to-total capitalization ratio would have been 35.0%,” Sullivan stated. The company’s total fully diluted share count was not impacted by this conversion, as all of the 8,032,543 converted shares were already included in fully diluted shares outstanding.

RPM Reports Record Sales, Net Income for Fiscal 2008 Fourth Quarter and Year
July 21, 2008
Page 4 of 5

“This conversion strengthens our overall capital structure, which is particularly important given the current difficult credit markets. In combination with more than $600 million of available cash and committed unused credit, we are well-positioned with our capital structure and liquidity to fund our future growth and acquisition needs,” stated Sullivan.

Business Outlook

“The relative stability derived from the maintenance- and repair-orientation of our industrial and consumer businesses that account for nearly two-thirds of our revenue, our increasing geographic diversity and continuing acquisition growth has served RPM well in this challenging environment. As a result, we anticipate another year of record growth in both sales and net income for the coming year,” stated Sullivan. “From a fiscal 2008 base of $1.75 per diluted share, which excludes both the impact of asbestos charges and the lower year-end tax rate, we expect to be in the range of $1.85 per diluted share in fiscal 2009. Fiscal 2009 will also be another active year for acquisitions, which will provide upside opportunities to our core growth outlook,” added Sullivan.

Webcast and Conference Call Information

Management will host a conference call to further discuss these results beginning at 10:00 a.m. Eastern time today. The call can be accessed by dialing 866-271-0675 or 617-213-8892 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. Eastern time on July 21 until 11:59 p.m. Eastern time on July 28, 2008. The replay can be accessed by dialing 888-286-8010 or 617-801-6888 for international callers. The access code is 17131098. The call also will be available both live and for replay, and as a written transcript, via the Internet on the RPM web site at http://www.rpminc.com.

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 RPM mprovement, 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 Record Sales, Net Income for Fiscal 2008 Fourth Quarter and Year
July 21, 2008
Page 5 of 5

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, 2007, 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,
	2008			2007		2008			2007			2008		2007		2008		2007
	(Unaudited)											(Unaudited)
Net Sales	$	1,075,971		$	1,005,723	$	3,643,791		$	3,338,764		$	1,075,971	$	1,005,723	$	3,643,791	$	3,338,764
Cost of sales		620,319			579,900		2,145,254			1,978,312			620,319		579,900		2,145,254		1,978,312
Gross profit		455,652			425,823		1,498,537			1,360,452			455,652		425,823		1,498,537		1,360,452
Selling, general & administrative expenses		312,506			292,620		1,124,419			1,020,884			312,506		292,620		1,124,419		1,020,884
Asbestos-related (settlement income)/charges		288,100					288,100			(15,000	)
Interest expense, net		12,677			11,369		46,964			47,033			12,677		11,369		46,964		47,033
Income before income taxes		(157,631	)		121,834		39,054			307,535			130,469		121,834		327,154		292,535
Provision (benefit) for income taxes		(70,067	)		37,880		(8,655	)		99,246			32,981		37,880		94,393		93,961
Net (Loss) Income	$	(87,564	)	$	83,954	$	47,709		$	208,289		$	97,488	$	83,954	$	232,761	$	198,574
Basic earnings (loss) per share of common stock	$	(0.73	)	$	0.70	$	0.40		$	1.76		$	0.81	$	0.70	$	1.94	$	1.68
Diluted earnings (loss) per share of common stock	$	(0.73	)	$	0.65	$	0.39		$	1.64		$	0.75	$	0.65	$	1.81	$	1.57
Average shares of common stock outstanding — basic		120,296			119,167		120,151			118,179			120,296		119,167		120,151		118,179
Average shares of common stock outstanding — diluted		120,296			129,564		130,539			128,711			130,569		129,564		130,539		128,711

(a) Adjusted figures presented remove the impact of the asbestos-related settlement (income) recorded during the second fiscal quarter ended November 30, 2006 and the asbestos-related charge recorded during the fourth fiscal quarter ended May 31, 2008.

SUPPLEMENTAL SEGMENT INFORMATION
IN THOUSANDS
(UNAUDITED)

	AS REPORTED												ADJUSTED (a)
	Three Months Ended						Year Ended						Three Months Ended						Year Ended
	May 31,						May 31,						May 31,						May 31,
	2008			2007			2008			2007			2008			2007			2008			2007
	(Unaudited)												(Unaudited)
Net Sales:
Industrial Segment	$	685,326		$	600,908		$	2,365,496		$	2,100,386		$	685,326		$	600,908		$	2,365,496		$	2,100,386
Consumer Segment		390,645			404,815			1,278,295			1,238,378			390,645			404,815			1,278,295			1,238,378
Total	$	1,075,971		$	1,005,723		$	3,643,791		$	3,338,764		$	1,075,971		$	1,005,723		$	3,643,791		$	3,338,764
Income (Loss) Before Income Taxes (b):
Industrial Segment
Income Before Income Taxes (b)	$	89,159		$	76,989		$	259,452		$	233,120		$	89,159		$	76,989		$	259,452		$	233,120
Interest (Expense), Net		(225	)		(1,661	)		(2,205	)		(1,937	)		(225	)		(1,661	)		(2,205	)		(1,937	)
EBIT (c)	$	89,384		$	78,650		$	261,657		$	235,057		$	89,384		$	78,650		$	261,657		$	235,057
Consumer Segment
Income Before Income Taxes (b)	$	63,970		$	67,615		$	155,778		$	151,496		$	63,970		$	67,615		$	155,778		$	151,496
Interest (Expense), Net		(2,740	)		(624	)		(5,434	)		(2,895	)		(2,740	)		(624	)		(5,434	)		(2,895	)
EBIT (c)	$	66,710		$	68,239		$	161,212		$	154,391		$	66,710		$	68,239		$	161,212		$	154,391
Corporate/Other
(Expense) Before Income Taxes (b)	$	(310,760	)	$	(22,770	)	$	(376,176	)	$	(77,081	)	$	(22,660	)	$	(22,770	)	$	(88,076	)	$	(92,081	)
Interest (Expense), Net		(9,712	)		(9,084	)		(39,325	)		(42,201	)		(9,712	)		(9,084	)		(39,325	)		(42,201	)
EBIT (c)	$	(301,048	)	$	(13,686	)	$	(336,851	)	$	(34,880	)	$	(12,948	)	$	(13,686	)	$	(48,751	)	$	(49,880	)
Consolidated
Income Before Income Taxes (b)	$	(157,631	)	$	121,834		$	39,054		$	307,535		$	130,469		$	121,834		$	327,154		$	292,535
Interest (Expense), Net		(12,677	)		(11,369	)		(46,964	)		(47,033	)		(12,677	)		(11,369	)		(46,964	)		(47,033	)
EBIT (c)	$	(144,954	)	$	133,203		$	86,018		$	354,568		$	143,146		$	133,203		$	374,118		$	339,568

(a)	Adjusted figures presented remove the impact of the asbestos-related settlement (income) recorded during the second fiscal quarter ended November 30, 2006 and the asbestos-related charge recorded during the fourth fiscal quarter ended May 31, 2008.
(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)	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, 2008			May 31, 2007
	(Unaudited)
Assets
Current Assets
Cash and short-term investments	$	231,251		$	159,016
Trade accounts receivable		841,795			763,426
Allowance for doubtful accounts		(24,554	)		(19,167	)
Net trade accounts receivable		817,241			744,259
Inventories		476,149			437,759
Deferred income taxes		37,644			39,276
Prepaid expenses and other current assets		221,690			189,939
Total current assets		1,783,975			1,570,249
Property, Plant and Equipment, at Cost		1,054,719			963,200
Allowance for depreciation and amortization		(556,998	)		(489,904	)
Property, plant and equipment, net		497,721			473,296
Other Assets
Goodwill		908,358			830,177
Other intangible assets, net of amortization		384,370			353,420
Other		189,143			106,007
Total other assets		1,481,871			1,289,604
Total Assets	$	3,763,567		$	3,333,149
Liabilities and Stockholders’ Equity
Current Liabilities
Accounts payable	$	411,448		$	385,003
Current portion of long-term debt		6,934			101,641
Accrued compensation and benefits		151,493			132,555
Accrued loss reserves		71,981			73,178
Asbestos-related liabilities		65,000			53,000
Other accrued liabilities		139,505			119,363
Total current liabilities		846,361			864,740
Long-Term Liabilities
Long-term debt, less current maturities		1,066,687			886,416
Asbestos-related liabilities		494,745			301,268
Other long-term liabilities		192,412			175,958
Deferred income taxes		26,806			17,897
Total long-term liabilities		1,780,650			1,381,539
Total liabilities		2,627,011			2,246,279
Stockholders’ Equity
Preferred stock; none issued
Common stock (outstanding 122,189; 120,906)		1,222			1,209
Paid-in capital		612,441			584,845
Treasury stock, at cost		(6,057	)
Accumulated other comprehensive income		101,162			25,140
Retained earnings		427,788			475,676
Total stockholders’ equity		1,136,556			1,086,870
Total Liabilities and Stockholders’ Equity	$	3,763,567		$	3,333,149

Consolidated Statements of Cash Flows
IN THOUSANDS

	May 31, 2008			May 31, 2007
	(Unaudited)
Cash Flows From Operating Activities:
Net income	$	47,709		$	208,289
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation		62,238			59,256
Amortization		23,128			22,351
Provision for asbestos-related liabilities		288,100
Deferred income taxes		(73,888	)		32,740
Earnings of unconsolidated affiliates		(1,645	)		(914	)
Changes in assets and liabilities, net of effect from purchases and sales of businesses:
(Increase) in receivables		(55,056	)		(75,185	)
(Increase) in inventory		(28,361	)		(23,864	)
(Increase) in prepaid expenses and other current and long-term assets		(10,954	)		(17,777	)
Increase in accounts payable		10,654			37,656
Increase (decrease) in accrued compensation and benefits		15,810			(4,335	)
Increase (decrease) in accrued loss reserves		(5,382	)		6,501
Increase in other accrued liabilities		38,613			54,879
Payments made for asbestos-related claims		(82,623	)		(67,017	)
Other		6,371			(30,275	)
Cash From Operating Activities		234,714			202,305
Cash Flows From Investing Activities:
Capital expenditures		(71,840	)		(70,393	)
Acquisition of businesses, net of cash acquired		(123,130	)		(124,154	)
Purchase of marketable securities		(110,225	)		(96,695	)
Proceeds from sales of marketable securities		92,383			78,530
Distributions from unconsolidated affiliates		30			72
Proceeds from sale of assets and businesses		46,544			1,516
Other		(2,976	)		2,873
Cash (Used For) Investing Activities		(169,214	)		(208,251	)
Cash Flows From Financing Activities:
Additions to long-term and short-term debt		251,765			153,516
Reductions of long-term and short-term debt		(181,074	)		(53,560	)
Cash dividends		(90,638	)		(82,106	)
Repurchase of stock		(6,057	)
Tax benefit from exercise of stock options		3,792			1,549
Exercise of stock options		10,689			25,833
Cash From (Used For) Financing Activities		(11,523	)		45,232
Effect of Exchange Rate Changes on Cash and Short-Term Investments		18,258			11,114
Net Change in Cash and Short-Term Investments		72,235			50,400
Cash and Short-Term Investments at Beginning of Year		159,016			108,616
Cash and Short-Term Investments at End of Year	$	231,251		$	159,016