• Fiscal 2015 Highlights:
    • Diluted EPS (as adjusted) increased 6% to a record $4.62
    • Net sales increased 1%2
    • Coatings segment volume increased 3% and Paints segment volume declined 4%
  • Fiscal Fourth Quarter 2015 Highlights:
    • Diluted EPS (as adjusted) decreased 2% to $1.35
    • Net sales increased 1%2
    • EBIT margin (as adjusted) improved 150 bps to 15.4%, driven by the Coatings segment
  • Fiscal 2016 Guidance:
    • Sales guidance of growth in the “mid-single digits” in constant currency (sales including the impact of foreign currency translation expected to be “up slightly” compared to fiscal 2015)
    • Diluted EPS (as adjusted) guidance of $4.80 to $5.00 (range includes 20 cent impact from foreign currency translation)
    • Diluted EPS (as adjusted) guidance range reflects 8% to 13% growth in constant currency

1 Fiscal 2015 highlights and fiscal 2016 guidance commentary above includes “non-GAAP” financial measures as supplemental information. Such non-GAAP information should be considered in conjunction with the GAAP financial measures.

2 Fiscal Q4 and full year 2015 net sales results above exclude the estimated impact of foreign currency translation and the 53rd week in fiscal 4th quarter of 2014 (53rd week impacted North America only). These results should not be confused with the GAAP numbers in this earnings release.

The Valspar Corporation today reported fiscal fourth quarter 2015 net sales of $1.15 billion, a decrease of 9 percent over the prior year. This includes the effects of foreign currency translation that negatively impacted net sales by 6 percent; the estimated impact of the extra week in fiscal fourth quarter 2014 that reduced sales by 3 percent; and acquisitions that added 4 percent to net sales in the quarter. Total volume declined 2 percent in fiscal fourth quarter 2015. This includes the estimated impact of the extra week in fiscal fourth quarter 2014 that reduced volume by 3 percent and acquisitions that added 2 percent to volume in the quarter. Reported net income of $102 million and earnings per diluted share of $1.26 for fiscal fourth quarter 2015 include nonrecurring items, which are detailed in the “Reconciliation of Non-GAAP Financial Measures” included in this release. Fourth quarter 2015 adjusted net income and earnings per diluted share, excluding these nonrecurring items, were $109 million and $1.35, respectively.

Fiscal year 2015 net sales were $4.4 billion, and decreased 5 percent versus the prior year. This includes the effects of foreign currency translation that negatively impacted net sales by 5 percent; the estimated impact of the extra week in fiscal fourth quarter 2014 that reduced sales by 1 percent; and acquisitions added 2 percent to net sales in the year. Reported net income of $400 million and earnings per diluted share of $4.85 for fiscal 2015 include nonrecurring items, which are detailed in the “Reconciliation of Non-GAAP Financial Measures” included in this release. Fiscal year 2015 adjusted net income and earnings per diluted share, excluding these nonrecurring items, were $381 million and $4.62, respectively.

“2015 was another year of record earnings for Valspar,” said Gary E. Hendrickson, chairman and chief executive officer. “Adjusted EBIT grew 4 percent and EPS increased 6 percent for the year. We delivered this growth while facing difficult comparisons to the exceptional performance in 2014, a strengthening U.S. Dollar and a product line adjustment at a significant customer. Our performance in 2015 demonstrates the strength of Valspar’s diverse portfolio of businesses and operating model. We’re executing well, by winning new business and achieving significant productivity. In addition, we leveraged the success of this performance, by increasing our dividend 15 percent and repurchasing 5 percent of our outstanding shares during the year. ”

“During the fourth quarter of 2015, the Coatings segment continued its positive momentum, with new business wins in all product lines.” Hendrickson added. “In the Paints segment, international volume increased and sell-through trends improved in North America. Consolidated EBIT margin (as adjusted) increased 150 basis points in the fourth quarter, driven by strong commercial execution and significant productivity initiatives.”

Commenting on the company’s outlook Hendrickson said, “Looking ahead to fiscal 2016, we expect sales to increase in the mid-single digits and adjusted EPS growth of 8 to 13 percent, excluding the impact of foreign currency.”

Fiscal Fourth Quarter and Full Year 2015 Segment Results

Fiscal fourth quarter 2015 net sales in the Coatings segment decreased 11 percent to $638 million. This includes the effects of foreign currency translation that negatively impacted net sales by 7 percent and the estimated impact of the extra week in fiscal fourth quarter 2014 that reduced net sales by 3 percent in the quarter. Volumes decreased 3 percent in the fiscal fourth quarter of 2015. This includes the estimated impact of the extra week in fiscal fourth quarter 2014 that reduced volume by 3 percent in the quarter. Coatings segment adjusted earnings before interest and taxes (EBIT) of $125 million increased 7 percent, driven by benefits from productivity initiatives and improvements in cost/price, partially offset by the impact of currency translation. Adjusted EBIT as a percent of net sales increased to 19.5% from 16.4% in the prior year.

Fiscal 2015 net sales in the Coatings segment decreased 3 percent to $2.50 billion. This includes the effects of foreign currency translation that negatively impacted net sales by 6 percent and the estimated impact of the extra week in fiscal fourth quarter 2014 that reduced net sales by 1 percent in the year. Coatings segment EBIT of $445 million increased 6 percent from $418 million. Adjusted EBIT as a percent of net sales increased to 17.8% from 16.2% in the prior year.

Fiscal fourth quarter 2015 net sales in the Paints segment decreased 7 percent to $452 million. This includes the effects of foreign currency translation that negatively impacted net sales by 5 percent, the estimated impact of the extra week in fiscal fourth quarter 2014 that reduced net sales by 3 percent and acquisitions added 10 percent to net sales in the quarter. Volumes were down 2 percent in the fiscal fourth quarter of 2015. This includes the estimated impact of the extra week in fiscal fourth quarter 2014 that reduced volume by 2 percent and acquisitions that added 5 percent to volume in the quarter. Paints segment adjusted EBIT of $63 million declined 10 percent, driven by the lower sales, partially offset by positive benefits from productivity initiatives and the Quest acquisition. Adjusted EBIT as a percent of net sales declined to 14.0% from 14.4% in the prior year.

Fiscal 2015 net sales in the Paints segment decreased 8 percent to $1.7 billion. This includes the effects of foreign currency translation that negatively impacted net sales by 4 percent, the estimated impact of the extra week in fiscal fourth quarter 2014 that reduced net sales by 1 percent and acquisitions added 4 percent to net sales in the year. Paints segment adjusted EBIT of $191 million decreased 7 percent from $204 million. Adjusted EBIT as a percent of net sales increased to 11.5% from 11.3% in the prior year.

Dividends and Share Repurchases

During the quarter, the company paid a quarterly dividend of $0.30 per common share outstanding, or $24 million. For the full year fiscal 2015, the company paid dividends of $97 million (representing a per share increase of 15 percent). Valspar is a member of the S&P High Yield Dividend Aristocrats®, which is comprised of companies increasing dividends every year for at least 20 consecutive years. During the quarter, the company repurchased 900 thousand shares of its stock, for $77 million. For the full year fiscal 2015, the company repurchased approximately 3.9 million shares (or 5%) of the Company’s stock for $322 million.

Fiscal 2016 Guidance

The company is providing initial guidance for fiscal 2016, which includes sales growth in the “mid-single digits” in constant currency (sales including the estimated impact of foreign currency translation expected to be “up slightly” compared to fiscal 2015). The company expects annual Fiscal 2016 diluted EPS (as adjusted) of $4.80 to $5.00. This guidance range includes a 20 cent unfavorable impact from foreign currency translation. Annual Fiscal 2016 diluted EPS (as adjusted) guidance reflects growth of 8% to 13% in constant currency.

An earnings conference call is scheduled for 11:00 a.m. Eastern Time (10:00 a.m. Central Time) today and will be webcast and accessible from the Investor Relations section of Valspar’s website at http://investors.valspar.com.

Valspar: If it matters, we’re on it.®

Valspar is a global leader in the coatings industry providing customers with innovative, high-quality products and value-added services. Our 11,100 employees worldwide deliver advanced coatings solutions with best-in-class appearance, performance, protection and sustainability to customers in more than 100 countries. Valspar offers a broad range of superior coatings products for the consumer market, and highly-engineered solutions for the construction, industrial, packaging and transportation markets. Founded in 1806, Valspar is headquartered in Minneapolis. Valspar’s reported net sales in fiscal 2015 were $4.4 billion and its shares are traded on the New York Stock Exchange (symbol: VAL). For more information, visit www.valspar.com and follow @valspar on Twitter.

FORWARD-LOOKING STATEMENTS

Certain statements contained in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The Private Securities Litigation Reform Act of 1995 provides a safe harbor for forward-looking statements. Forward-looking statements are based on management’s current expectations, estimates, assumptions and beliefs about future events, conditions and financial performance. Forward-looking statements are subject to risks, uncertainties and other factors, many of which are outside our control and could cause actual results to differ materially from such statements. Any statement that is not historical in nature is a forward-looking statement. We may identify forward-looking statements with words and phrases such as “expects,” “projects,” “estimates,” “anticipates,” “believes,” “could,” “may,” “will,” “plans to,” “intends,” “should” and similar expressions. These risks, uncertainties and other factors include, but are not limited to, deterioration in general economic conditions, both domestic and international, that may adversely affect our business; fluctuations in availability and prices of raw materials, including raw material shortages and other supply chain disruptions, and the inability to pass along or delays in passing along raw material cost increases to our customers; dependence of internal sales and earnings growth on business cycles affecting our customers and growth in the domestic and international coatings industry; market share loss to, and pricing or margin pressure from, larger competitors with greater financial resources; significant indebtedness that restricts the use of cash flow from operations for acquisitions and other investments; dependence on acquisitions for growth, and risks related to future acquisitions, including adverse changes in the results of acquired businesses, the assumption of unforeseen liabilities and disruptions resulting from the integration of acquisitions; risks and uncertainties associated with operating in foreign markets, including achievement of profitable growth in developing markets; impact of fluctuations in foreign currency exchange rates on our financial results; loss of business with key customers; damage to our reputation and business resulting from product claims or recalls, litigation, customer perception and other matters; our ability to respond to technology changes and to protect our technology; possible interruption, failure or compromise of the information systems we use to operate our business; changes in governmental regulation, including more stringent environmental, health and safety regulations; our reliance on the efforts of vendors, government agencies, utilities and other third parties to achieve adequate compliance and avoid disruption of our business; unusual weather conditions adversely affecting sales; changes in accounting policies and standards and taxation requirements such as new tax laws or revised tax law interpretations; the nature, cost and outcome of pending and future litigation and other legal proceedings; and civil unrest and the outbreak of war and other significant national and international events. We undertake no obligation to subsequently revise any forward-looking statement to reflect new information, events or circumstances after the date of such statement, except as required by law.

  THE VALSPAR CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) For the Three Months and Years Ended October 30, 2015 and October 31, 2014 (Dollars in thousands, except per share amounts)           Three Months Ended Years Ended October 30, October 31, October 30, October 31,       2015     2014     2015     2014   Net Sales1 $ 1,149,538 $ 1,261,377 $ 4,392,622 $ 4,625,624 Cost of Sales1 727,842 828,040 2,822,798 3,058,107 Restructuring Charges - Cost of Sales 6,609 10,794 14,007 28,471 Acquisition-related Charges - Cost of Sales     1,476     —     4,428     — Gross Profit     413,611     422,543     1,551,389     1,539,046 Research and Development 33,223 33,706 132,813 134,134 Selling, General and Administrative 209,826 224,061 810,136 832,335 Restructuring Charges - Operating Expenses 1,568 2,030 7,562 12,668 Acquisition-related Charges - Operating Expenses     —     —     892     — Operating Expenses     244,617     259,797     951,403     979,137 Gain on Sale of Certain Assets     —     —     48,001     — Income From Operations     168,994     162,746     647,987     559,909 Interest Expense 22,170 17,505 81,348 65,330 Other (Income) Expense, Net     2,039     196     2,838     2,697 Income Before Income Taxes     144,785     145,045     563,801     491,882 Income Taxes     42,429     36,989     164,295     146,481 Net Income   $ 102,356   $ 108,056   $ 399,506   $ 345,401   Average Number of Shares O/S - basic 79,147,730 82,434,042 80,429,741 83,710,111 Average Number of Shares O/S - diluted     81,032,079     84,635,463     82,446,703     86,046,057   Net Income per Common Share - basic $ 1.29 $ 1.31 $ 4.97 $ 4.13 Net Income per Common Share - diluted   $ 1.26   $ 1.28   $ 4.85   $ 4.01  

1 Certain amounts in the 2014 financial statements have been reclassified to conform to the 2015 presentation. In the first quarter of 2015, we reclassified freight costs on shipments to customers as cost of sales. Previously these costs were recorded as a deduction from net sales. Reclassifications had no effect on net income (loss), cash flows or stockholders’ equity as previously reported.

    THE VALSPAR CORPORATION SEGMENT INFORMATION (UNAUDITED AND SUBJECT TO RECLASSIFICATION) For the Three Months and Years Ended October 30, 2015 and October 31, 2014 (Dollars in thousands)           Three Months Ended Years Ended October 30, October 31, October 30, October 31,         2015       2014       2015       2014    

Coatings Segment

Net Sales1 $ 638,425 $ 714,291 $ 2,496,528 $ 2,585,416 Earnings Before Interest and Taxes (EBIT) 122,707 106,494 483,649 389,390   Key Metrics (GAAP): Sales Growth1 (10.6 %) 15.3 % (3.4 %) 13.8 % EBIT, % of Net Sales1 19.2 % 14.9 % 19.4 % 15.1 %   Key Metrics (non-GAAP)2: Adjusted EBIT $ 124,772 $ 116,992 $ 445,222 $ 418,292 Adjusted EBIT, % of Net Sales1 19.5 % 16.4 % 17.8 % 16.2 %  

Paints Segment

Net Sales1 $ 451,840 $ 484,095 $ 1,661,186 $ 1,806,051 EBIT 55,638 67,578 173,435 192,222   Key Metrics (GAAP): Sales Growth1 (6.7 %) 6.7 % (8.0 %) 6.9 % EBIT, % of Net Sales1 12.3 % 14.0 % 10.4 % 10.6 %   Key Metrics (non-GAAP)2: Adjusted EBIT $ 63,135 $ 69,877 $ 190,668 $ 204,156 Adjusted EBIT, % of Net Sales1 14.0 % 14.4 % 11.5 % 11.3 %  

Other and Administrative

Net Sales1 $ 59,273 $ 62,991 $ 234,908 $ 234,157 EBIT (11,390 ) (11,522 ) (11,935 ) (24,400 )   Key Metrics (GAAP): Sales Growth1 (5.9 %) 5.3 % 0.3 % 0.3 % EBIT, % of Net Sales1 (19.2 %) (18.3 %) (5.1 %) (10.4 %)   Key Metrics (non-GAAP)2: Adjusted EBIT $ (11,299 ) $ (11,495 ) $ (11,853 ) $ (24,097 ) Adjusted EBIT, % of Net Sales1 (19.1 %) (18.2 %) (5.0 %) (10.3 %)   1 Certain amounts in the 2014 financial statements have been reclassified to conform to the 2015 presentation. In the first quarter of 2015, we reclassified freight costs on shipments to customers as cost of sales. Previously these costs were recorded as a deduction from net sales. Reclassifications had no effect on net income (loss), cash flows or stockholders’ equity as previously reported.   2 The information on this page includes non-GAAP financial measures. Please refer to the "RECONCILIATION OF NON-GAAP FINANCIAL MEASURES" included in this release for detailed information.     THE VALSPAR CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) As of October 30, 2015 and October 31, 2014 (Dollars in thousands)         October 30, October 31,             2015     2014                

Assets

Current Assets: Cash and Cash Equivalents $ 185,961 $ 128,203 Restricted Cash 1,307 2,868 Accounts and Notes Receivable, Net 857,256 840,447 Inventories 451,909 486,262 Deferred Income Taxes 37,707 28,898     Prepaid Expenses and Other     97,090     90,579   Total Current Assets     1,631,230     1,577,257 Goodwill 1,287,703 1,125,824 Intangibles, Net 643,100 592,512 Other Assets 112,735 83,072 Long-Term Deferred Income Taxes 11,042 10,184   Property, Plant & Equipment, Net     632,765     645,102 Total Assets   $ 4,318,575   $ 4,033,951  

Liabilities and Stockholders' Equity

Current Liabilities: Short-term Debt $ 334,022 $ 443,854 Current Portion of Long-Term Debt 131 162,502 Trade Accounts Payable 553,737 600,875 Income Taxes 36,010 26,017     Other Accrued Liabilities     442,839     471,173 Total Current Liabilities     1,366,739     1,704,421 Long Term Debt, Net of Current Portion 1,706,933 950,035 Deferred Income Taxes 240,919 219,261   Other Long-Term Liabilities     148,975     149,143 Total Liabilities     3,463,566     3,022,860   Stockholders' Equity     855,009     1,011,091 Total Liabilities and Stockholders' Equity   $ 4,318,575   $ 4,033,951     THE VALSPAR CORPORATION SELECTED INFORMATION (UNAUDITED AND SUBJECT TO RECLASSIFICATION) For the Three Months and Years Ended October 30, 2015 and October 31, 2014 (Dollars in thousands)           Three Months Ended Years Ended October 30, October 31, October 30, October 31,         2015     2014     2015     2014   Depreciation and Amortization $ 24,545 $ 26,658 $ 92,603 $ 100,910   Capital Expenditures 36,280 45,391 97,126 121,271   Dividends Paid 23,834 21,541 96,890 87,427         THE VALSPAR CORPORATION RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED) For the Three Months and Years Ended October 30, 2015 and October 31, 2014 (Dollars in thousands, except per share amounts)  

The following information provides reconciliations of non-GAAP financial measures from operations presented in the accompanying news release to the most comparable financial measures calculated and presented in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The company has provided non-GAAP financial measures, which are not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in the accompanying news release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for, or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented in the news release. The non-GAAP financial measures in the accompanying news release may differ from similar measures used by other companies. The following tables reconcile gross profit, operating expense, earnings before interest and taxes (EBIT), net income, net income per common share - diluted, and diluted earnings per share (EPS) guidance for the periods presented (GAAP financial measures) to adjusted gross profit, adjusted operating expense, adjusted earnings before interest and taxes (EBIT), adjusted net income, adjusted net income per common share - diluted, and adjusted diluted earnings per share (EPS) guidance (non-GAAP financial measures) for the periods presented.

  Three Months Ended Three Months Ended October 30, 2015 October 31, 2014       Dollars   % of Net Sales   Dollars   % of Net Sales  

Coatings Segment

EBIT $ 122,707 19.2 % $ 106,494 14.9 % Restructuring Charges - Cost of Sales 680 0.1 % 8,760 1.2 % Restructuring Charges - Operating Expense   1,385   0.2 %   1,738   0.2 % Adjusted EBIT 2 $ 124,772 19.5 % $ 116,992 16.4 %  

Paints Segment

EBIT $ 55,638 12.3 % $ 67,578 14.0 % Restructuring Charges - Cost of Sales 5,929 1.3 % 2,114 0.4 % Acquisition-related Charges - Cost of Sales 1,476 0.3 % — 0.0 % Restructuring Charges - Operating Expense   92   0.0 %   185   0.0 % Adjusted EBIT 2 $ 63,135 14.0 % $ 69,877 14.4 %  

Other and Administrative

EBIT $ (11,390 ) (19.2 %) $ (11,522 ) (18.3 %) Restructuring Charges - Cost of Sales — 0.0 % (80 ) (0.1 %) Restructuring Charges - Operating Expense   91   0.2 %   107   0.2 % Adjusted EBIT 2 $ (11,299 ) (19.1 %) $ (11,495 ) (18.2 %)  

Total

Gross Profit $ 413,611 36.0 % $ 422,543 33.5 % Restructuring Charges - Cost of Sales 6,609 0.6 % 10,794 0.9 % Acquisition-related Charges - Cost of Sales   1,476   0.1 %   —   0.0 % Adjusted Gross Profit $ 421,696 36.7 % $ 433,337 34.4 %   Operating Expenses $ 244,617 21.3 % $ 259,797 20.6 % Restructuring Charges - Operating Expense (1,568 ) (0.1 %) (2,030 ) (0.2 %) Acquisition-related Charges - Operating Expense   —   0.0 %   —   0.0 % Adjusted Operating Expenses 2 $ 243,049 21.1 % $ 257,767 20.4 %   EBIT $ 166,955 14.5 % $ 162,550 12.9 % Restructuring Charges - Total 8,177 0.7 % 12,824 1.0 % Acquisition-related Charges - Total   1,476   0.1 %   —   0.0 % Adjusted EBIT 2 $ 176,608 15.4 % $ 175,374 13.9 %   Net Income $ 102,356 $ 108,056 After Tax Restructuring Charges - Total 5,989 9,083 After Tax Acquisition-related Charges - Total   925     —   Adjusted Net Income $ 109,270 $ 117,139   Net Income per Common Share - diluted $ 1.26 $ 1.28 After Tax Restructuring Charges - Total 0.07 0.10 After Tax Acquisition-related Charges - Total   0.01     —   Adjusted Net Income per Common Share - diluted 2 $ 1.35 $ 1.38   1 Certain amounts in the 2014 financial statements have been reclassified to conform to the 2015 presentation. In the first quarter of 2015, we reclassified freight costs on shipments to customers as cost of sales. Previously these costs were recorded as a deduction from net sales. Reclassifications had no effect on net income (loss), cash flows or stockholders’ equity as previously reported.   2 The data in this schedule has been individually rounded, and therefore may not sum.     THE VALSPAR CORPORATION RECONCILIATION OF NON-GAAP FINANCIAL MEASURES (UNAUDITED) For the Years Ended October 30, 2015 and October 31, 2014 (Dollars in thousands, except per share amounts)         Year Ended Year Ended October 30, 2015 October 31, 2014       Dollars   % of Net Sales   Dollars     % of Net Sales  

Coatings Segment

Earnings Before Interest and Taxes (EBIT) $ 483,649 19.4 % $ 389,390 15.1 % Restructuring Charges - Cost of Sales 4,456 0.2 % 18,269 0.7 % Restructuring Charges - Operating Expense 5,118 0.2 % 10,633 0.4 % Gain on Sale of Certain Assets   (48,001 ) (1.9 %)   —   0.0 % Adjusted EBIT 2 $ 445,222 17.8 % $ 418,292 16.2 %  

Paints Segment

EBIT $ 173,435 10.4 % $ 192,222 10.6 % Restructuring Charges - Cost of Sales 9,551 0.6 % 10,216 0.6 % Acquisition-related Charges - Cost of Sales 4,428 0.3 % — 0.0 % Restructuring Charges - Operating Expense 2,362 0.1 % 1,718 0.1 % Acquisition-related Charges - Operating Expense   892   0.1 %   —   0.0 % Adjusted EBIT 2 $ 190,668 11.5 % $ 204,156 11.3 %  

Other and Administrative

EBIT $ (11,935 ) (5.1 %) $ (24,400 ) (10.4 %) Restructuring Charges - Cost of Sales — 0.0 % (14 ) 0.0 % Restructuring Charges - Operating Expense   82   0.0 %   317   0.1 % Adjusted EBIT 2 $ (11,853 ) (5.0 %) $ (24,097 ) (10.3 %)  

Total

Gross Profit $ 1,551,389 35.3 % $ 1,539,046 33.3 % Restructuring Charges - Cost of Sales 14,007 0.3 % 28,471 0.6 % Acquisition-related Charges - Cost of Sales   4,428   0.1 %   —   0.0 % Adjusted Gross Profit $ 1,569,824 35.7 % $ 1,567,517 33.9 %   Operating Expenses $ 951,403 21.7 % $ 979,137 21.2 % Restructuring Charges - Operating Expense (7,562 ) (0.2 %) (12,668 ) (0.3 %) Acquisition-related Charges - Operating Expense   (892 ) (0.0 %)   —   0.0 % Adjusted Operating Expenses $ 942,949 21.5 % $ 966,469 20.9 %   EBIT $ 645,149 14.7 % $ 557,212 12.0 % Restructuring Charges - Total 21,569 0.5 % 41,139 0.9 % Acquisition-related Charges - Total 5,320 0.1 % — 0.0 % Gain on Sale of Certain Assets   (48,001 ) (1.1 %)   —   0.0 % Adjusted EBIT $ 624,037 14.2 % $ 598,351 12.9 %   Net Income $ 399,506 $ 345,401 After Tax Restructuring Charges - Total 15,158 28,941 After Tax Acquisition-related Charges 3,637 — After Tax Gain on Sale of Certain Assets   (37,216 )   —   Adjusted Net Income $ 381,085 $ 374,342   Net Income per Common Share - diluted $ 4.85 $ 4.01 After Tax Restructuring Charges - Total 0.18 0.34 After Tax Acquisition-related Charges - Total 0.04 — After Tax Gain on Sale of Certain Assets   (0.45 )   —   Adjusted Net Income per Common Share - diluted 2 4.62 $ 4.35   Fiscal 2016 Annual Adjusted Diluted EPS Guidance (Non-GAAP) $4.80 - $5.00   1 Certain amounts in the 2014 financial statements have been reclassified to conform to the 2015 presentation. In the first quarter of 2015, we reclassified freight costs on shipments to customers as cost of sales. Previously these costs were recorded as a deduction from net sales. Reclassifications had no effect on net income (loss), cash flows or stockholders’ equity as previously reported.   2 The data in this schedule has been individually rounded, and therefore may not sum.

The Valspar CorporationInvestor Contact:Bill Seymour, 612-656-1328william.seymour@valspar.comorMedia Contact:Kimberly A. Welch, 612-656-1347kim.welch@valspar.com

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